Carl Webb
Hilltop HoldingsAbout Carl B. Webb
Carl B. Webb, age 75, has served on Hilltop Holdings Inc.’s Board since June 2005 and currently sits on the Executive Committee; the Board does not classify him as independent under NYSE standards . He is Chairman of Mechanics Bank (now Mechanics Bancorp) and has an extensive track record leading financial institutions; his 2024 meeting attendance met the company’s threshold (no director attended under 75%) . Webb’s background includes CEO roles at Pacific Capital Bancorp/Santa Barbara Bank & Trust (2010–2012) and senior leadership at Golden State Bancorp/California Federal Bank, with additional prior bank CEO/president roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Capital Bancorp | Chief Executive Officer | 2010–2012 | Led strategic restructuring and sale period |
| Santa Barbara Bank & Trust, N.A. | Chairman & CEO | 2010–2012 | Oversight during parent’s sale to UnionBanCal |
| Golden State Bancorp Inc. / California Federal Bank, FSB | President & COO | Not disclosed | Large-bank operating leadership |
| First Madison Bank, FSB | President & CEO | Not disclosed | Turnaround/operations leadership |
| First Gibraltar Bank, FSB | President & CEO | Not disclosed | Bank leadership |
| First National Bank at Lubbock | President | Not disclosed | Regional banking leadership |
| Ford Financial Fund II & III | Co‑Managing Member | Not disclosed | Private equity governance in banking |
| Hunter’s Glen/Ford, Ltd. | Consultant | Not disclosed | Strategic advisory capacity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mechanics Bancorp (NASDAQ: MCHB) | Executive Chairman; Director | Since 2015 (Mechanics Bank), appointed to combined company board Sept. 2025 | Seven Mechanics directors appointed to combined HomeStreet/Mechanics Board; Webb not independent at MCHB |
| Hilltop Holdings Inc. (NYSE: HTH) | Director | Since 2005 | Executive Committee member |
| Prologis, Inc. (NYSE: PLD) | Director | Active as of Aug. 15, 2025 per S-3ASR; HMST 8‑K states service ended May 8, 2025 | Conflicting disclosures: PLD shows Webb as director; HMST reports he “served … until May 8, 2025” |
| Hilltop Securities Inc. | — | — | Not a board role; referenced through Hilltop oversight |
Note: The PLD and HMST filings conflict on Webb’s PLD board status in mid‑2025; investors should reconcile with PLD’s IR site and SEC filings .
Board Governance
- Committees: Executive Committee (member). Executive Committee met 8 times in fiscal 2024 .
- Independence: Webb is not independent; the proxy lists seven independent nominees, and Webb is not among them .
- Attendance: The Board met 4 times in 2024 and no director attended fewer than 75% of Board and assigned committee meetings .
- Lead Independent Director: Tracy A. Bolt appointed April 24, 2025; presides over quarterly executive sessions of independent directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board/Committee fees received in cash (2024) | $57 | Webb elected primarily stock; cash plus stock totals match |
| Stock awards received as fees (2024) | $52,943 | Quarterly issuance at average closing price over last 10 trading days; no vesting |
| Total director compensation (2024) | $53,000 | Sum of cash and stock awards |
Director fee structure (2024):
- Board annual fee: Chair $210,000; other members $48,000; directors may elect cash, stock, or 50/50 split; paid quarterly; stock valued on 10‑day average; no vesting .
- Committee chairs/members annual fees: Audit $70,000/$8,000; Risk $50,000/$8,000; Compensation $30,000/$5,000; Investment $30,000/$5,000; Nominating & Corporate Governance $15,000/$5,000; Merger & Acquisition $15,000/$5,000; Executive Committee member $5,000; Executive Committee chair unpaid (management) .
Performance Compensation
| Equity Grants | Quantity | Vesting | Notes |
|---|---|---|---|
| Annual director equity grant (initiated 2025) | 1,000 shares | No vesting; issued immediately prior to annual meeting | Applies to non‑employee directors for prior year’s service |
| Shares issued as director fees (2024) | 1,745 shares | N/A (fee stock) | Quarterly issuances elected by Webb |
No performance metrics (e.g., EPS/TSR) apply to non‑employee director compensation at HTH; equity for directors is service-based and fully vested upon issuance .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Mechanics Bancorp (formerly HomeStreet, Inc.) | Executive Chairman; major owners EB Acquisition entities controlled by Ford Financial Fund II & III | Webb is sole manager of Ford Ultimate Management II (ultimate GP of Ford Funds) that beneficially own ~77.7% voting power of MCHB; Board determined Webb not independent at MCHB |
| Hilltop Holdings | Director; Executive Committee | Hilltop’s largest holder Gerald J. Ford owns ~24.8% of HTH; family relationships exist among HTH executives (Prestidge is son‑in‑law of Gerald J. Ford and brother‑in‑law of Jeremy Ford) |
| Prologis (PLD) | Director (per PLD S‑3ASR) | Large-cap REIT directorship increases time commitments; verify current status due to conflicting HMST disclosure |
Expertise & Qualifications
- Strategic planning and financial industry expertise; extensive bank management experience across multiple institutions (CEO/President/COO roles) .
- Private equity governance in financial services via Ford Funds; Chairman role at Mechanics Bank/Mechanics Bancorp .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Carl B. Webb | 128,007 | * | Less than 1% based on 64,155,154 shares outstanding as of April 28, 2025 |
| 2024 director fee shares issued to Webb | 1,745 | N/A | Shares issued as fees in 2024 |
- Director stock ownership guidelines: Directors are expected to own shares valued at >5x the annual Board retainer; directors can elect fees in stock to build ownership .
- Trading/hedging/pledging: Directors prohibited from hedging, short sales, derivative transactions; restrictions on pledging unvested RSUs; trading permitted only in approved windows with pre‑clearance .
Governance Assessment
- Independence and Executive Committee role: Webb is not independent and sits on the Executive Committee; combined with his deep ties to Ford‑affiliated funds and chair role at Mechanics Bancorp, this reduces perceived independence and heightens potential conflict risk when the Board reviews strategic transactions, capital allocation, or inter‑company dealings .
- Ownership and alignment: Webb elected stock for most of his 2024 director fees and holds 128,007 shares; HTH director policy requires >5x retainer ownership, and 2025 adds 1,000-share grants, supporting alignment, though percent ownership remains below 1% .
- Attendance/engagement: Board reported no director under 75% attendance in 2024; Executive Committee met 8 times, indicating active governance cadence .
- Related-party exposure: Hilltop’s largest stockholder is Gerald J. Ford; family ties among executives (Prestidge and Jeremy Ford) and Webb’s Ford funds involvement create a network of relationships requiring robust Audit/Nominating oversight under the Related Party Transaction Policy .
- Overboarding/time commitments: Concurrent roles at HTH, Mechanics Bancorp (Executive Chairman), and PLD (per PLD S‑3ASR) may raise time-allocation questions; investors should confirm current PLD status due to conflicting disclosures .
- Shareholder signaling: HTH’s say‑on‑pay received ~88% support in July 2024; governance frameworks include a clawback policy (expanded Jan. 2025) and executive sessions led by a Lead Independent Director, mitigating some governance risk .