Jonathan Sobel
Hilltop HoldingsAbout Jonathan S. Sobel
Jonathan S. Sobel (age 58) has served on Hilltop Holdings Inc.’s board since July 2019. He is Non‑Executive Chairman of Hilltop Securities Inc. and a partner at Ford Management II, L.P. and Ford Management III, L.P., with prior senior roles at Goldman Sachs including Global Head of Mortgage, Global Head of Money Markets, head of the Global Bank Group, and Chief Risk Officer for Goldman Sachs Asset Management . He serves on Hilltop’s Investment Committee; the board met four times in 2024, with no director below 75% attendance, and Sobel attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Partner and Managing Director; Global Head of Mortgage; Global Head of Money Markets; Head, Global Bank Group; Chief Risk Officer, GSAM | 1987–2008 | Senior risk and capital roles; member of Goldman’s Capital, Risk and Finance Committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilltop Securities Inc. (subsidiary of HTH) | Non-Executive Chairman | 2019–present | Receives annual fees of $425,000 for Chairman services since July 2020 |
| DTF Holdings, LLC | Managing Member | 2008–present | Provided investment management services to HTH and subsidiaries until June 2020; continues to serve other Ford-related entities |
| Hospital for Special Surgery | Trustee | Not disclosed | Governance oversight of non-profit |
Board Governance
- Committee assignments: Investment Committee member; Investment Committee met 4 times in 2024 .
- Independence: The board determined seven of the thirteen 2025 nominees are independent; Sobel is not listed among independent directors .
- Attendance: Board met four times in 2024; no director attended fewer than 75% of board/committee meetings; Sobel was among sixteen directors attending the 2024 annual meeting .
- Lead independent director: Tracy A. Bolt appointed Lead Independent Director in April 2025 to counterbalance combined Chair/CEO roles; executive sessions of independent directors held at least annually and non‑management at least quarterly .
- Hedging/pledging policy: Directors are prohibited from hedging, short sale, derivative transactions, and are subject to restrictions on pledging securities; 10b5‑1 plans require approval and waiting periods .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual fee — Chairperson | $210,000 | Paid quarterly; directors may choose cash vs stock mix |
| Board annual fee — Other members | $48,000 | Paid quarterly; no vesting; stock valued at 10‑day average |
| Audit Committee | $70,000 Chair; $8,000 Member | |
| Risk Committee | $50,000 Chair; $8,000 Member | |
| Compensation Committee | $30,000 Chair; $5,000 Member | |
| Investment Committee | $30,000 Chair; $5,000 Member | |
| Nominating & Corporate Governance | $15,000 Chair; $5,000 Member | |
| Merger & Acquisition | $15,000 Chair; $5,000 Member | |
| Executive Committee | $0 Chair; $5,000 Member | Chair fee not paid when chair is employee |
| Director fee form | Cash, Stock, or 50/50 | Quarterly election during trading windows |
| Annual stock grant (from 2025) | 1,000 shares | To non‑employee directors serving immediately prior to annual meeting |
| Jonathan S. Sobel — 2024 Director Compensation | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Fees earned or paid | 26,575 | 26,425 | 53,000 |
| Shares issued to directors for 2024 services | Number of shares |
|---|---|
| Jonathan S. Sobel | 871 |
- Stock ownership guideline: Directors are expected to own shares valued at >5x annual board retainer (subject to restrictions on receiving stock) .
Performance Compensation
- No performance‑based compensation disclosed for directors; non‑employee directors began receiving a fixed grant of 1,000 shares annually starting in 2025 (not performance linked) .
- Clawback: Company’s Incentive Compensation Clawback Policy applies broadly to incentive compensation and RSUs (amended January 2025 to expand triggers) .
Other Directorships & Interlocks
- Interlocks: Sobel is a partner at Ford Management II/III and Non‑Executive Chairman of Hilltop Securities; DTF Holdings continues to serve Ford‑related entities . Hilltop’s related‑party disclosures describe extensive Ford family holdings and governance ties (Diamond A Financial L.P., trusts benefiting Jeremy B. Ford and the spouse of Corey Prestidge) .
- Public company directorships: None disclosed for Sobel beyond HTH; trustee role at Hospital for Special Surgery is non‑profit .
Expertise & Qualifications
- Finance/risk expertise: Significant experience across banking, mortgage, broker‑dealer, and risk management; prior service on Goldman’s Capital, Risk, and Finance Committees .
- Board qualifications: Deep knowledge of HTH operations and industry; risk management background emphasized in nomination profile .
Equity Ownership
| Holder | Common Stock Beneficial Ownership | Percent of Class |
|---|---|---|
| Jonathan S. Sobel | 26,126 shares | * (<1%) |
- Vested/unvested breakdown: Not disclosed for Sobel (director table provides aggregate beneficial ownership) .
- Pledging/hedging: Company policy prohibits hedging, short sales, derivatives; pledging restricted; unvested RSUs cannot be hedged/pledged .
Governance Assessment
- Independence and roles: Sobel is not classified as an independent director under NYSE standards, reflecting his ongoing role and compensation as Non‑Executive Chairman of a key operating subsidiary (Hilltop Securities, $425,000 per year), and affiliations with Ford Management and DTF Holdings. This creates potential perceived conflicts around oversight of subsidiary performance and related‑party ecosystems despite formal related‑party approval processes .
- Attendance and engagement: Board/committee attendance standards were met; Sobel attended the 2024 annual meeting, indicating engagement .
- Director pay structure and alignment: Flexibility to take fees in stock, addition of a 1,000‑share annual grant from 2025, and 5x retainer ownership guideline support alignment, though Sobel’s independence status and subsidiary compensation temper the signal versus a fully independent director .
- Related‑party scrutiny: Historical DTF services to HTH ended in 2020; current role at Hilltop Securities is clearly disclosed. Broader Ford‑related transactions (Hilltop Plaza, Diamond A ownership) and family relationships are extensive and overseen by Audit Committee with formal policies; investors should continue to monitor any incremental engagements involving Sobel’s entities .
- Shareholder signals: 2025 say‑on‑pay failed (For 21.1M vs Against 28.7M), a negative governance signal requiring Compensation Committee responsiveness; 2024 say‑on‑pay passed with ~88% support. Director elections, including Sobel, passed in both 2024 and 2025 .
RED FLAGS: Non‑independent status due to paid Chair role at a subsidiary ; deep Ford‑ecosystem interlocks (DTF, Ford Management) ; 2025 say‑on‑pay failure .
Mitigants: Formal related‑party policy/approval and prohibitions on hedging/pledging ; strong attendance .
Appendix: Shareholder Votes
| Proposal | 2025 Outcome | Votes (For/Against/Abstain/Broker Non‑Votes) |
|---|---|---|
| Elect 13 directors (including Sobel) | Passed | For 33,558,919; Withheld 16,534,418; Broker non‑votes 5,956,093 |
| Advisory vote on executive compensation | Failed | For 21,056,192; Against 28,696,186; Abstain 340,959; Broker non‑votes 5,956,093 |
| Proposal | 2024 Outcome | Votes (For/Against/Abstain/Broker Non‑Votes) |
|---|---|---|
| Elect 16 directors (including Sobel) | Passed | For 49,630,082; Withheld 1,065,689; Broker non‑votes 5,642,575 |
| Advisory vote on executive compensation | Passed | For 44,598,556; Against 6,068,809; Abstain 28,406; Broker non‑votes 5,642,575 |
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