Corey Prestidge
Hilltop HoldingsAbout Corey Prestidge
Corey G. Prestidge, age 51, serves as Executive Vice President (since February 2014) and General Counsel & Secretary (since January 2008) at Hilltop Holdings; he is an executive officer since 2008 and is the son-in-law of Chairman Emeritus Gerald J. Ford and brother-in-law of CEO Jeremy B. Ford . Hilltop’s 2024 performance context for his pay: consolidated net income of $113 million, ROAA 0.78%, total assets $16.3 billion, and ROAE 5.29%; Hilltop ranked in the 14th percentile for 3-year TSR vs. KBW Regional Banking Index constituents through December 31, 2024 . Executive compensation emphasizes pay-for-performance with 70% of annual incentive tied to consolidated net income and the remainder to strategic/individual goals; long-term incentives are a mix of PRSUs and TRSUs with PRSUs earned on 3-year EPS plus a relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hilltop Holdings Inc. | Executive Vice President | Feb 2014–present | Leads legal, regulatory, risk, internal audit, legislative, and contract functions |
| Hilltop Holdings Inc. | General Counsel & Secretary | Jan 2008–present | Legal and governance oversight; material litigation management |
| Mark Cuban Companies | Assistant General Counsel | Nov 2005–Jan 2008 | Corporate/securities legal support |
| Jenkens & Gilchrist (former national law firm) | Associate, Corporate & Securities | — | Transactional/corporate securities practice |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 452,115 | 455,000 | 455,000; no increase vs. 2023 |
| Target Annual Incentive ($) | — | — | 425,000 (93% of salary); threshold 212,500; max 786,250 |
| Actual Annual Incentive Paid ($) | 295,375 (paid Feb 2023) | 340,708 (paid Feb 2024) | 470,440 (paid Feb 2025) |
| All Other Compensation ($) | 13,965 | 16,705 | 23,030 (aircraft $9,412; phone $600; 401k $11,500; group life $1,518) |
Performance Compensation
Annual Incentive (2024)
| Metric | Weight | Target | Actual | Payout Factor | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted Hilltop Net Income | 70% | $108M | $120M | 111% of target | Cash; paid Feb 2025 |
| Strategic & Individual Goals (Prestidge) | 30% | 100% | Committee outcome: 110% | 110% | Cash; paid Feb 2025 |
| Total 2024 Annual Incentive | — | $425,000 | $470,440 | 111% of target | Cash; paid Feb 2025 |
Long-Term Incentives and PRSU Outcomes
| Cycle | Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| 2022–2024 PRSU | 3-yr Cumulative EPS ($) | 5.63 | 7.50 | 9.38 | 5.04 | 0% (below threshold) |
| 2022–2024 PRSU Modifier | Relative TSR Percentile | 25th (80%) | 50th (100%) | 75th (120%) | 14th (80%) | Final payout = 0% |
LTI Grant Detail and Vesting
| Grant Date | Award Type | Shares Granted | Grant Value ($000s) | Vesting | Holding Requirement |
|---|---|---|---|---|---|
| Feb 8, 2024 | PRSUs | 7,050 (at target) | 216 | Earn-and-cliff vest after 3-year period ending Dec 31, 2026 | 1-year post-vesting hold on RSUs |
| Feb 8, 2024 | TRSUs | 7,050 | 216 | Cliff vest on 3rd anniversary (Feb 8, 2027) | 1-year post-vesting hold |
| Feb 5, 2025 | PRSUs | 7,048 (at target) | 228 | Earn-and-cliff vest after 3-year period ending Dec 31, 2027 | 1-year post-vesting hold |
| Feb 5, 2025 | TRSUs | 7,048 | 228 | Cliff vest on 3rd anniversary (Feb 5, 2028) | 1-year post-vesting hold |
| PRSU Payout Range (structure) | — | — | — | — | 40%–180% of target (EPS 50%–150% x TSR 80%–120%) |
Equity Ownership & Alignment
| Metric | Value | As of |
|---|---|---|
| Beneficial Ownership (shares) | 155,087 | Apr 28, 2025 |
| Shares Outstanding | 64,155,154 | Apr 28, 2025 |
| Ownership % of Outstanding | ~0.24% (155,087 ÷ 64,155,154) | Apr 28, 2025 |
| Unvested RSUs not vesting within 60 days | 40,824 | Apr 28, 2025 |
| Related holdings disclosure | Spouse is beneficiary of trust with 49% LP interest in Diamond A Financial, LP; HTH shares held by the LP excluded from Corey’s totals | Apr 28, 2025 |
| Hedging/Pledging | Execs prohibited from hedging, short sales, derivatives; subject to pledging restrictions; unvested RSUs cannot be hedged/pledged | Policy in force (latest amendments Jan 30, 2025) |
| 10b5-1 Trading Controls | Pre-approval by General Counsel; plans only during open windows; waiting period; no amendments during term | Policy in force |
| Stock Ownership Guidelines | 3x base salary for executive officers; hold 50% of net shares until compliant; all NEOs meet guidelines as of Apr 28, 2025 | Adopted Feb 2014; status Apr 28, 2025 |
Note: Company-wide Insider Trading Policy restricts transactions and imposes approvals; no pledging by Corey is disclosed in the proxy, and RSU awards carry a mandatory 1-year post-vesting hold, moderating near-term selling pressure .
Employment Terms
- No employment agreement for Corey Prestidge; he participates in standard executive programs and RSU awards under the 2020 Equity Incentive Plan .
- Change-in-control terms: RSUs include “double trigger” vesting only upon termination without cause within 6 months before or 12 months after a change in control; plan details define change-in-control events and treatment of awards .
- Severance: Hilltop generally does not maintain formal severance/change-in-control cash programs for NEOs (exceptions for certain executives); historically severance may be paid case-by-case; RSUs subject to double-trigger CIC vesting only .
- Clawback: Incentive Compensation Clawback Policy adopted Oct 19, 2023 and amended Jan 30, 2025 to include additional non-financial triggers; annual and long-term incentives are subject to clawback .
- Shareholder-friendly features: no excise tax gross-ups; all equity grants have double-trigger CIC; no dividends on unvested equity; prohibition on hedging/short sales; robust ownership guidelines .
Performance & Track Record
- 2024 outcomes supporting incentive payouts: Adjusted Hilltop net income achieved 111% of target ($120M vs. $108M), with Prestidge’s strategic/individual goals assessed at 110% and total annual incentive paid at 111% of target ($470,440) .
- Long-term alignment signal: 2022–2024 PRSUs forfeited (EPS below threshold and TSR modifier at 14th percentile), demonstrating pay-for-performance sensitivity in downcycles .
- Role execution: Effective leadership across legal, regulatory, risk, internal audit, legislative, contracts, and favorable outcomes in material litigation; delivery of strategic initiatives and shared services .
Compensation Peer Group and Say‑On‑Pay
- Peer group used for benchmarking includes regional banks with similar complexity; updated in July 2024 (removed Associated Banc‑Corp, UMB; added Community Financial System, NBT Bancorp, WSFS) .
- Say‑on‑pay approval ~88% at July 2024 annual meeting; ongoing investor outreach with general support for program design .
Risk Indicators & Governance
- Related party: Familial relationship to Gerald J. Ford and Jeremy B. Ford disclosed; Hilltop has formal Related Party Transaction Policy overseen by the Audit Committee .
- Trading/hedging controls, ownership guidelines, and clawback reduce misconduct and misalignment risk .
Investment Implications
- Alignment: Significant RSU-based LTI with 1-year post-vesting hold, robust ownership guidelines (3x salary) and clawback policy align Corey’s incentives with long-term shareholder outcomes; forfeiture of 2022–2024 PRSUs reinforces pay-for-performance .
- Selling pressure: Upcoming vesting dates (Feb 8, 2027; Feb 5, 2028) and mandatory 1‑year hold limit immediate liquidity; current unvested RSUs of 40,824 and trading window restrictions further temper near-term selling .
- Retention/contract risk: No individual employment agreement reduces guaranteed protections; however, standard EIP double‑trigger CIC vesting and market‑competitive incentives likely support retention in normal course .
- Governance watch‑items: Familial ties warrant continued monitoring of related‑party oversight and independent committee controls; current policies (RPT approvals, hedging/pledging bans) mitigate conflict risk .