Bradley Winges
Hilltop HoldingsAbout Bradley Winges
M. Bradley Winges is President and CEO of Hilltop Securities (a wholly owned subsidiary of Hilltop Holdings) since February 2019; age 57 as of April 28, 2025 . Prior to Hilltop, he spent nearly three decades at Piper Jaffray in senior leadership roles across fixed income trading, investment management, risk management, and municipal markets; he also serves on the Board of the Bond Dealers of America and is a committee member of Fixed Income Market Structure at the SEC . In 2024, Hilltop Securities delivered pre-tax income of $64 million (vs. $74 million in 2023), and Hilltop ranked in the 14th percentile of the KBW Regional Banking Index for 3-year total shareholder return through 12/31/2024, underscoring a mixed operating backdrop and market performance headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Piper Jaffray | Senior Executive Managing Director; Head of Fixed Income Services and Firm Investments & Trading; President of Piper Jaffray Investment Management; firm risk management leadership; Co-Head Financial Products; Head of Municipal Sales & Trading; Institutional Municipal Sales | 1991–2019 | Led fixed income sales/trading and risk, built investment management and products; deep leadership experience in market structure and trading |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bond Dealers of America | Board Member | Not disclosed | Industry advocacy and standards; network effects in fixed income markets |
| U.S. SEC (Fixed Income Market Structure) | Committee Member | Not disclosed | Policy input on market structure; regulatory engagement |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 370% (set Feb 2024) |
| Target Bonus (% of Salary, forward) | 390% (set Feb 2025) | ||
| Annual Incentive Paid ($) | $975,000 | $2,386,328 | $2,066,378 |
| Perquisites ($) | $20,176 | $33,082 | $5,822 (club) |
Multi‑year compensation (as reported in Summary Compensation Table):
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $500,000 | $500,000 | $500,000 |
| Stock Awards | $1,150,325 | $912,230 | $1,485,771 |
| Non‑Equity Incentive Comp | $975,000 | $2,386,328 | $2,066,378 |
| All Other Compensation | $20,176 | $33,082 | $20,246 |
| Total | $2,645,501 | $3,831,640 | $4,072,395 |
Performance Compensation
Annual Incentive structure and outcomes (2024):
- Structure: At least 70% based on financial results (corporate and/or business unit earnings); 30% strategic/individual goals. Awards range from 50% (threshold) to 185% (maximum), subject to risk/compliance downward adjustments and clawback .
- 2024 Results (relevant to Winges): Adjusted Hilltop Net Income target $108m vs. actual $120m (111% achievement); Hilltop Securities pre-tax target $58m vs. actual $63m (110% achievement). Winges’ annual incentive paid was $2,066,378, equating to 112% of his 2024 target .
| Metric | Weighting | Target | Actual | Achievement | Payout/Vesting |
|---|---|---|---|---|---|
| Financial Component (Corporate + Business Unit) | ≥70% of total | See below | See below | See below | Cash paid Feb 2025; subject to clawback |
| Adjusted Hilltop Net Income ($mm) | Part of Financial | $108 | $120 | 111% | Contributes to financial payout |
| Hilltop Securities Pre‑Tax Income ($mm) | Part of Financial | $58 | $63 | 110% | Contributes to financial payout |
| Strategic & Individual Goals | 30% of total | Defined goals | Achieved (effective leadership, risk mgmt, SBA launch, recruiting, culture) | Committee assessment applied | Cash; subject to clawback |
| Total Annual Incentive ($) | — | Target per plan | $2,066,378 | 112% of target | Paid Feb 2025 |
Long‑Term Incentives (RSUs):
- PRSUs: Earned over 3-year performance period (EPS goal with TSR modifier vs. KBW Regional Banks). Payout = EPS factor (50%–150%) × TSR modifier (80%–120%) = 40%–180% of target; 0% if EPS below threshold .
- TRSUs: Time-based, cliff vest on the 3rd anniversary of grant; all RSUs require a 1‑year holding period post‑vesting; subject to double‑trigger CIC vesting and clawback .
Grants and vesting schedules:
| Award | Grant Date | Shares (Target for PRSUs) | Grant Date Value ($000s) | Vesting |
|---|---|---|---|---|
| 2024 PRSUs | Feb 8, 2024 | 28,540 | $875 | Earn/vest after 3-year period (1/1/2024–12/31/2026) with TSR modifier |
| 2024 TRSUs | Feb 8, 2024 | 20,385 | $625 | Cliff vest on 3rd anniversary (Feb 8, 2027) |
| 2025 PRSUs | Feb 5, 2025 | 20,910 | $675 | Earn/vest after 3-year period (1/1/2025–12/31/2027) with TSR modifier |
| 2025 TRSUs | Feb 5, 2025 | 19,363 | $625 | Cliff vest on 3rd anniversary (Feb 5, 2028) |
Historic PRSU performance (2012–2024 cycle awarded in 2022):
| Metric | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| 3‑yr Cumulative EPS ($) | 5.63 | 7.50 | 9.38 | 5.04 | 0% (below threshold) |
| Relative TSR Percentile | 25th | 50th | 75th | 14th | 80% modifier (applied to EPS factor) → overall 0% |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership | 38,296 common shares; excludes 115,506 RSUs not vesting within 60 days of April 28, 2025 |
| Ownership as % of SO | Less than 1% |
| Vested vs Unvested | Unvested RSUs excluded above; future vesting tied to performance/time schedules noted |
| Stock Ownership Guidelines | 3× salary for executive officers; all NEOs meet guidelines as of April 28, 2025; 1‑year post‑vesting holding period applies to equity |
| Hedging/Pledging | Executives prohibited from hedging, short sales, and derivatives; subject to restrictions on pledging; unvested RSUs cannot be hedged/pledged |
| Trading Controls | Pre‑approval required; trading windows and 10b5‑1 plan requirements enforced |
Upcoming potential supply (insider selling pressure mitigants):
- Required 1‑year post‑vesting holding on RSUs dampens near-term sale pressure post vest .
- 2024 TRSUs vest Feb 8, 2027 and 2024 PRSUs vest contingent on EPS/TSR through 12/31/2026; 2025 grants vest in 2028/earn through 2027 .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Term | Effective 2/20/2019; amended 3/31/2022 (to 2/20/2025); further amended 4/25/2025 to extend to 2/29/2028 and update provisions |
| Base Salary | $500,000 |
| Annual/Long‑Term Eligibility | Eligible under company incentive plans; PRSU/TRSU mix; post‑vesting holding requirement |
| Severance (No CIC) | If terminated without “cause”: Accrued amounts plus lump sum = base salary + average of last 3 annual incentive bonuses (subject to release) |
| Severance (CIC Double‑Trigger) | If terminated without “cause” within 12 months after or 6 months before a change‑in‑control: 2× (base salary + average of last 3 annual incentive bonuses); unvested RSUs vest; amounts reduced to avoid “parachute payment” under 280G |
| Non‑Interference/Non‑Disparagement | 18‑month non‑interference obligation post termination or agreement termination |
| Retirement at Age 65 | Accrued amounts plus pro‑rata target incentive bonus (subject to release) |
| Clawback | Incentive Compensation Clawback Policy adopted Oct 19, 2023; amended Jan 2025 to expand triggers; RSUs subject to clawback |
| Trading/Hedging/Pledging | Pre‑approval, limited windows, 10b5‑1 restrictions; hedging/short sales prohibited; pledging restricted; unvested RSUs cannot be hedged/pledged |
Investment Implications
- Pay‑for‑performance alignment: High variable pay mix (370%→390% target bonus) and PRSU structures tie outcomes to multi‑year EPS and relative TSR; 2022–2024 PRSUs paid 0% due to under‑target EPS/TSR—evidence that equity awards are genuinely at risk .
- Retention risk appears contained: Contract extended to Feb 2028; double‑trigger CIC protections; meaningful severance economics (2× base + average bonus under CIC termination) may stabilize leadership continuity .
- Trading supply/selling pressure: Upcoming vesting cadence (2027/2028) and mandatory 1‑year holding period post‑vesting reduce immediate sell pressure; hedging/pledging restrictions further mitigate adverse alignment signals .
- Execution track record: Hilltop Securities pre‑tax declined to $64m in 2024 vs $74m in 2023 amid market softness; annual bonus at 112% of target reflects strong strategic outcomes despite mixed financials (SBA launch, recruiting, risk management, culture) .
- Governance signals: Robust clawback, ownership guidelines compliance, and prohibition of hedging/short sales underscore shareholder‑friendly alignment; say‑on‑pay support at 88% in 2024 indicates investor acceptance of the pay program .