Jeremy Ford
Hilltop HoldingsAbout Jeremy Ford
Jeremy B. Ford, age 50, is Chairman of the Board (since April 24, 2025) and President & Chief Executive Officer of Hilltop Holdings Inc. (HTH); he also became CEO of PlainsCapital Bank on May 1, 2024 . He has worked in financial services for over 25 years focused on operating and acquiring depository institutions and financial services companies . Under his leadership in 2024, Hilltop reported net income of $113 million, ROAA of 0.78%, ROAE of 5.29%, and total assets of $16.3 billion; Hilltop ranked in the 14th percentile of the KBW Regional Banking Index for 3-year TSR through December 31, 2024 . Hilltop returned $64 million to shareholders in 2024 and authorized a new $100 million repurchase in 2025; capital remained strong with a CET1 ratio of 21.23% at year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hilltop Holdings Inc. | Chairman of the Board; President & CEO | Chairman since Apr 2025; CEO ongoing | Oversight of strategy, capital, and segment leadership during a challenging rate/market environment; led dividend increase in 2025 and $150mm note redemption in Jan 2025 . |
| PlainsCapital Bank (subsidiary) | Chief Executive Officer | Since May 1, 2024 | Managed NII compression through expense control; deposited growth; low credit losses; delivered $182mm pre-tax income in 2024 . |
| Ford Financial Fund, L.P. | Principal | 2008–2010 | M&A and bank investing experience supporting Hilltop’s acquisition strategy . |
| Diamond A-Ford Corporation | Vice President | 2004–2008 | Operating experience in diversified holdings, informing corporate development . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| First Acceptance Corporation | Chairman and Director | Ongoing (not dated) | External directorship; provides insurance/financial services perspective . |
Fixed Compensation
- No salary increases for NEOs, including Ford, in 2024 or 2025; CEO base salary remained $800,000 .
- Perquisites include personal use of company aircraft; 2024 reported value $135,557; other standard benefits as for employees .
| Year | Base Salary ($) | Perquisites and Other ($) | Notes |
|---|---|---|---|
| 2022 | 800,000 | 118,435 | Includes aircraft usage; standard benefits . |
| 2023 | 800,000 | 143,965 | Includes aircraft usage; standard benefits . |
| 2024 | 800,000 | 148,575 | Aircraft usage $135,557; 401(k) match; insurance . |
Performance Compensation
- Annual Incentive (AIP): Target 100% of salary for CEO; weighted 70% financial, 30% strategic; corporate financial metric is adjusted Hilltop net income . 2024 financial result achieved 111% of target; CEO’s 2024 AIP paid 106% of target ($849,534) .
- Long-Term Incentives (LTI): Mix of PRSUs (performance) and TRSUs (time). PRSUs vest on 3-year cumulative EPS with a relative TSR modifier vs KBW Regional Banking Index; TRSUs cliff vest at 3 years; all RSUs have a 1-year post-vest holding period . PRSUs for 2022–2024 performance paid 0% due to EPS below threshold and TSR at 14th percentile .
| 2024 Annual Incentive Framework (CEO) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Adjusted Hilltop Net Income ($mm) | 65 | 108 | 135 | 120; 111% of target |
| Strategic/Individual Goals (Weight 30%) | 50% payout floor | 100% | 150% cap | Assessed at 95% of target for CEO |
| CEO AIP Payout % of Target | — | 100% | 185% plan cap | 106% (paid $849,534) |
| PRSU Performance Design | Threshold | Target | Stretch |
|---|---|---|---|
| 3-Year Cumulative EPS Payout | 50% at 75% of goal | 100% at goal | 150% at ≥125% of goal |
| Relative TSR Modifier vs KBW | 80% at 25th pct | 100% at 50th pct | 120% at ≥75th pct |
| Total PRSU Payout Range | — | — | 40%–180% (EPS x TSR) |
| LTI Grants – CEO | Grant Date | PRSUs (#) | PRSUs Value ($) | TRSUs (#) | TRSUs Value ($) | Total LTI ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 Awards | Feb 8, 2024 | 42,565 | 1,305,000 | 42,565 | 1,305,000 | 2,610,000 | PRSUs perf. 2024–2026; TRSUs cliff in 2027 . |
| 2025 Awards | Feb 5, 2025 | 40,428 | 1,305,000 | 40,428 | 1,305,000 | 2,610,000 | PRSUs perf. 2025–2027; TRSUs cliff in 2028 . |
| CEO Total Direct Compensation View ($, Committee framework) | 2023 | 2024 |
|---|---|---|
| Base Salary | 800 | 800 |
| Annual Incentive Paid | 641 | 850 |
| PRSUs Granted (value) | 1,305 | 1,305 |
| TRSUs Granted (value) | 1,305 | 1,305 |
| Total Direct Compensation | 4,051 | 4,260 |
| Target Total Compensation | 4,500 | 4,500 |
Notes: Dollar amounts in thousands in the above Committee framework table; differs from accounting grant-date fair values in the Summary Compensation Table .
Equity Ownership & Alignment
- Beneficial ownership: Jeremy B. Ford owns 1,454,416 HTH shares (2.3% of outstanding); excludes 242,280 unvested RSUs not vesting within 60 days . He is a beneficiary of a trust owning a 49% LP interest in Diamond A Financial, L.P., which holds 15,544,674 HTH shares; these are excluded from his beneficial ownership .
- Stock ownership guidelines: CEO must hold ≥6x salary; all NEOs are in compliance as of April 28, 2025 .
- Hedging/pledging: Executives are prohibited from hedging, short sales, derivatives; pledging is restricted; unvested RSUs may not be hedged or pledged .
- Post-vest holding: All RSU shares must be held for one year after vesting .
| Ownership Snapshot (as of Apr 28, 2025) | Shares | % of Outstanding | Unvested RSUs (not vesting within 60 days) | Guideline | Compliance |
|---|---|---|---|---|---|
| Jeremy B. Ford | 1,454,416 | 2.3% | 242,280 | 6x salary | In compliance |
Insider trading controls: Trading generally permitted only during open windows with General Counsel pre-clearance; 10b5‑1 plans require approval and waiting periods; plans may not be amended during their term .
Vesting and potential selling pressure: CEO had at least 242,280 RSUs unvested as of April 28, 2025; TRSU tranches from 2024 grant vest in 2027 and 2025 grant in 2028; PRSU vesting depends on 3‑year EPS and relative TSR outcomes (2022–2024 PRSUs paid 0%) .
Pledging: Company policy imposes restrictions; hedging/pledging of unvested RSUs is prohibited .
Employment Terms
- No employment agreement for Jeremy B. Ford; general practice is no severance/change-in-control program beyond the 2020 Equity Incentive Plan, which provides double-trigger vesting (termination without cause within 6 months before or 12 months after change in control) for equity awards; no single-trigger vesting .
- Clawback: Incentive Compensation Clawback Policy adopted Oct 19, 2023 and amended Jan 30, 2025 to include non-financial items; applies to annual cash and equity awards .
- Director compensation: As a member of management, he receives no additional compensation for serving as Chairman of the Board .
- Perquisites: Personal use of company aircraft (taxed as income); otherwise, executives generally receive standard benefits available to all employees .
Board Governance
- Board roles: Jeremy Ford is Chairman of the Board (since Apr 24, 2025) and chairs the Executive Committee . To balance the combined Chair/CEO roles, the Board appointed a Lead Independent Director (Tracy A. Bolt) .
- Committee membership: Executive Committee (Chair); other committees consist entirely of directors (CEO receives no committee fees) .
- Independence: 7 of 13 nominees are independent; CEO is non-independent .
- Meeting attendance: Board met 4 times in 2024; no director attended fewer than 75% of meetings of the Board and committees on which they served .
- Executive sessions: Non-management directors meet at least quarterly in executive session; Lead Independent Director presides .
Board service history summary:
- Director since March 2010; Chairman since April 2025 .
- Committee role: Executive Committee Chair .
Dual-role implications:
- The combined Chair/CEO structure is mitigated by a Lead Independent Director and regular executive sessions; governance documents and committee charters available; Board views LID as best practice when roles are combined .
Compensation Structure Analysis
- Cash vs. equity mix: Over 80% of CEO target compensation is variable; 2024 long-term incentives granted equally in PRSUs and TRSUs, with PRSUs contingent on EPS and relative TSR .
- Shift in incentives/discipline: 2022–2024 PRSUs forfeited due to missed 3-year EPS and relative TSR hurdles; no discretionary bonuses for 2024; no base salary increases for 2024/2025, reinforcing pay-for-performance .
- Risk mitigation: Clawback policy (enhanced 2025), stock ownership/holding requirements, hedging/pledging prohibitions, and LID oversight mitigate risk-taking and dual-role governance concerns .
- Peer benchmarking and shareholder feedback: Peer group reviewed; 2024 say-on-pay received ~88% support; investor outreach conducted in 2024 .
Performance & Track Record
- Segment performance in 2024: PlainsCapital Bank pre-tax income $182mm; Hilltop Securities pre-tax income $64mm; PrimeLending pre-tax loss $34mm; consolidated 2024 net income $113mm .
- TSR: 3-year TSR ranked at the 14th percentile vs KBW Regional Banking Index peers through 12/31/2024, which reduced realisable pay and resulted in forfeited PRSUs for the 2022 grant .
- Capital management: $1.02 billion buybacks from 2015–2024; $64mm returned in 2024; new $100mm repurchase authorization in 2025; CET1 21.23% YE 2024; dividend increased 6% to $0.17 in 2025 .
Director Compensation (context)
- Management directors (including CEO/Chairman) do not receive board or committee fees; non-employee director retainers/fees disclosed, with stock election alternatives and ownership guidelines (5x retainer) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~88% of votes cast supported the program; outreach to largest holders (~29% of shares contacted; ~17% engaged) indicated general support, with suggestions on segment metrics .
Risk Indicators & Red Flags (as disclosed)
- Hedging and pledging restrictions in place; prohibition on hedging and short sales; restricted pledging; policy publicly filed .
- No excise tax gross-ups; double-trigger (not single-trigger) CIC vesting for equity awards .
- Family relationship: General Counsel (Corey G. Prestidge) is Jeremy Ford’s brother-in-law; disclosures note familial relationships .
Equity Award Detail (CEO) – Grant and Vesting Schedule
| Grant | Instrument | Shares (#) | Grant Value ($) | Performance Period / Vesting | Post-Vest Holding |
|---|---|---|---|---|---|
| 2/8/2024 | PRSU | 42,565 | 1,305,000 | EPS 2024–2026; TSR modifier vs KBW; vests 2027 based on results | 1 year . |
| 2/8/2024 | TRSU | 42,565 | 1,305,000 | Cliff vest in 2027 | 1 year . |
| 2/5/2025 | PRSU | 40,428 | 1,305,000 | EPS 2025–2027; TSR modifier; vests 2028 based on results | 1 year . |
| 2/5/2025 | TRSU | 40,428 | 1,305,000 | Cliff vest in 2028 | 1 year . |
Investment Implications
- Alignment strong, but performance gating is real: CEO compensation is heavily at-risk; PRSUs hinge on 3-year EPS and relative TSR; the full forfeiture of 2022 PRSUs and sub-median 3-year TSR indicate pay follows outcomes—positive for alignment, but it may constrain realised comp until profitability and TSR improve .
- Near-/medium-term supply from vesting is bounded by performance and holding: Unvested RSUs of at least 242k shares exist; TRSU cliffs in 2027/2028 and PRSU outcomes contingent; a mandatory 1-year holding period tempers immediate selling pressure upon vest .
- Governance checks for dual Chair/CEO: Lead Independent Director, quarterly executive sessions, and majority-independent board mitigate concentration of power risk from combined roles .
- Incentive design emphasizes earnings quality and risk control: AIP weighted to adjusted net income with risk/compliance modifiers; clawback policy expanded in 2025; explicit hedging/pledging restrictions reduce misalignment risks .
- Retention risk appears moderate: No employment agreement for CEO and no guaranteed severance, but substantial equity exposure, stock ownership requirements (6x salary), and leadership breadth (also CEO of PlainsCapital Bank) point to embedded retention and influence .