Hill Feinberg
Hilltop HoldingsAbout Hill A. Feinberg
Hill A. Feinberg (age 78) has served on Hilltop Holdings Inc.’s Board since November 2012. He is Chairman Emeritus of Hilltop Securities (since 2019), after serving as Chairman and CEO from 1991–2019, and previously was a Senior Managing Director at Bear Stearns & Co. . He is not classified as an independent director under NYSE rules; the Board identified seven independent directors, and Feinberg was not among them . In 2024, the Board met four times; no director attended fewer than 75% of board and applicable committee meetings, and Feinberg attended the 2024 annual meeting (in person or virtually) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilltop Securities (formerly First Southwest) | Chairman Emeritus | 2019–present | Continues providing industry expertise to broker-dealer operations |
| Hilltop Securities / First Southwest | Chairman & CEO | 1991–2019 | Led broker-dealer; deep industry knowledge |
| Bear Stearns & Co. | Senior Managing Director | Not disclosed | Capital markets leadership |
| Municipal Securities Rulemaking Board | Chairman (Past) | Not disclosed | Regulatory oversight and standards (MSRB) |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| PlainsCapital | Director (former) | Not disclosed | Hilltop subsidiary ties |
| Compass Bancshares, Inc. | Director (former) | Not disclosed | Banking board experience |
| Texas Regional Bancshares, Inc. | Director (former) | Not disclosed | Banking board experience |
| Hall Phoenix Energy, LLC | Advisory Director (former) | Not disclosed | Energy advisory experience |
| General Cryogenics, Inc. | Non-Executive Chairman & Director (former) | Not disclosed | Industrials oversight |
| Energy XXI (Bermuda) Limited | Director (former) | Bankruptcy in 2016 | Prior bankruptcy involvement (risk flag) |
Board Governance
- Independence: Not independent; Board determined seven nominees are independent, excluding Feinberg .
- Committee memberships and chair roles (2024): Committee roster lists chairs for Audit (Bolt), Risk (T. C. Nichols), M&A (Crandall), Investment (Bobbitt), Nominating & Corporate Governance (W. R. Nichols III), Executive (J. B. Ford). Feinberg is not indicated as a committee chair; membership for Feinberg is not listed in his nominee biography .
- Attendance: Board met four times in 2024; no director was below 75% attendance. Feinberg attended the 2024 annual meeting .
- Lead Independent Director: Tracy A. Bolt appointed Lead Independent Director after the CEO assumed the Chair role in April 2025; presides over executive sessions .
Fixed Compensation
| Component | 2024 Value |
|---|---|
| Board annual retainer (non-employee director) | $210,000 (cash or stock election) |
| Committee chair fees | Audit $70,000; Risk $50,000; Compensation $30,000; Investment $30,000; Nominating & Corporate Governance $15,000; M&A $15,000 |
| Committee member fees | Audit $8,000; Risk $8,000; Compensation $5,000; Investment $5,000; Nominating & Corporate Governance $5,000; M&A $5,000; Executive $5,000 |
| Director compensation form | Directors may elect cash, stock, or 50/50; paid quarterly, no vesting |
| Annual share grant (policy effective 2025) | 1,000 shares to each non-employee director serving immediately prior to annual meeting for prior year service |
Performance Compensation
- None disclosed for directors; non-employee director equity is service-based (quarterly stock election and 1,000-share annual grant commencing 2025), not tied to performance metrics .
Director Compensation – Feinberg (2024)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | — |
| Stock Awards | — |
| All Other Compensation | — |
| Total | — |
Note: Directors may elect compensation form; payments are typically quarterly in cash or common stock; Feinberg had no reported cash or stock compensation in 2024 per the Director Compensation Table .
Other Directorships & Interlocks
| Company | Overlap/Interlock |
|---|---|
| PlainsCapital (former director) | Hilltop subsidiary; indicates historical affiliation within Hilltop’s group |
| Energy XXI (Bermuda) Limited | Former director; company filed for bankruptcy in 2016 (risk history) |
Expertise & Qualifications
- Extensive broker-dealer leadership and market structure expertise from decades leading First Southwest/Hilltop Securities and senior role at Bear Stearns .
- Regulatory governance experience as past Chairman of the MSRB .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Hill A. Feinberg | 534,000 | <1% (*) | Includes 10,000 shares held by spouse |
Director stock ownership policy: Directors are expected to own shares with a value greater than 5× the annual retainer; directors may elect stock for fees, paid quarterly with no vesting .
Related Party Transactions and Conflicts
- Company policies: Related Party Transaction Policy requires Audit Committee review of any transaction >$120,000 involving directors, officers, immediate family, or 5% holders; ordinary-course banking transactions must comply with Regulation O and Sarbanes-Oxley .
- Hedging/pledging: Directors prohibited from hedging, short sales, derivatives; restrictions on pledging company securities; trading only in permitted windows with GC pre-approval and 10b5-1 plan requirements .
- Disclosed transactions: 2018 Hilltop Plaza investment structure involved Gerald J. Ford and affiliates, Jeremy B. Ford’s and Corey Prestidge’s family trusts; reviewed/approved by disinterested directors. No Feinberg-specific related-party transaction disclosed in the proxy .
Governance Assessment
- Independence: Not independent; reduces the proportion of independent oversight on a Board majority-independent construct .
- Committee engagement: Not identified as a committee chair; limited disclosed committee involvement may reduce formal oversight touchpoints .
- Attendance and engagement: At least 75% attendance at board/committee meetings in 2024 (Board-wide), and attended 2024 annual meeting—adequate engagement signal .
- Ownership alignment: Material personal stake (534,000 shares); spouse holds 10,000 shares—skin-in-the-game signal; policy encourages >5× retainer ownership .
- RED FLAGS:
- Prior bankruptcy involvement (Energy XXI board) introduces historical risk context .
- Non-independent status may raise potential alignment concerns in a financial conglomerate structure .
- Complex related-party ecosystem centered around Ford family and affiliates at Hilltop Plaza; while approved and compliant, ongoing monitoring is warranted (no Feinberg-specific transaction disclosed) .