Keith Bornemann

About Keith Bornemann

Keith E. Bornemann, age 52, is Executive Vice President and Chief Accounting Officer (CAO) of Hilltop Holdings Inc. (HTH) since July 2020, after serving as EVP & Principal Accounting Officer (Nov 2017–Jul 2020), Corporate Controller (Feb 2017–Jul 2020), SVP & Director of Accounting and Reporting (Jan 2016–Jan 2017), and VP of Financial Reporting (Jan 2013–Jan 2016). Prior roles include Vice President & Corporate Controller at First Acceptance Corporation and nine years at Ernst & Young LLP . Company performance during 2024: net income $113 million, ROAA 0.78%, total assets $16.3 billion, ROAE 5.29%; three-year TSR ranked in the 14th percentile of banks in the KBW Regional Banking Index (period ending 12/31/2024) .

Past Roles

External Roles

Fixed Compensation

• Individual base salary, target bonus, and actual bonus for Bornemann are not disclosed (he is an executive officer but not a named executive officer in HTH’s proxy tables) .
• Program design for executives emphasizes a mix of fixed base salary and variable incentives; NEO base salaries were unchanged in 2024 and remained unchanged in 2025 review, indicating a conservative cash posture in a challenged environment .

Performance Compensation

Hilltop’s executive incentive architecture (applies company-wide; NEO details shown for design clarity):

• Annual incentives: 70% weighted to financial results (consolidated net income and/or business unit earnings), 30% to strategic/individual goals; payouts range from 50% (threshold) to 185% (stretch), subject to risk/compliance downward adjustment and clawback .
• Long-term incentives: mix of PRSUs (performance-based) and TRSUs (time-based); PRSUs vest after 3 years based on cumulative EPS (50–150% payout) modified by relative TSR vs KBW Regional Banking Index (80–120%), with total payout from 40–180%; TRSUs cliff vest at year 3; one-year post-vesting holding required .

Additional LTIP context:

• PRSUs granted in 2022 vested Feb 8, 2025 with 0% payout (cumulative EPS $5.04 below threshold; relative TSR 14th percentile) .
• RSU grants follow early-February cadence (e.g., Feb 8, 2024 and Feb 5, 2025 for NEOs), with equal mix of PRSUs/TRSUs except for Hilltop Securities CEO above-target awards .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO at 6× salary; other executive officers at 3× salary; 50% of net shares from equity grants must be held until guideline compliance; all RSUs require one-year post-vesting hold; NEOs were in compliance as of Apr 28, 2025 (individual holdings for Bornemann not disclosed) .
• Hedging/pledging: Executives prohibited from hedging, short sales, derivative transactions; subject to restrictions on pledging securities; unvested RSUs cannot be hedged or pledged .
• Change-in-control: Double-trigger vesting for equity awards (termination without cause within six months before or twelve months after a change-in-control) under the 2020 Equity Incentive Plan .
• RSU activity indicates ongoing vesting and tax withholding company-wide (e.g., 66,487 shares withheld for taxes in 9M25; total outstanding RSUs 1.22 million at Sep 30, 2025) .

Employment Terms

• Executive officers are elected annually by the Board and serve until successors are appointed or earlier termination; officers can be removed at the Board’s discretion; specific contract terms for Bornemann are not disclosed .
• Severance framework: Company generally does not maintain broad severance programs besides equity plan CoC treatment; has historically provided severance based on tenure and level for terminations without cause; clawback policy applies to incentive compensation (financial restatements and specified non-financial triggers) .
• Trading controls: Pre-clearance required; trading only during announced windows; 10b5-1 plans require waiting periods and cannot be amended during term .

Investment Implications

• Pay-for-performance alignment: The forfeiture of 2022–2024 PRSUs due to EPS underperformance and weak relative TSR (14th percentile) signals tight linkage between realized equity pay and multi-year outcomes; expect minimal selling pressure from performance shares in that cycle; future vesting cadence (3-year cliffs, Feb grants, one-year holding) can create predictable windows for insider share releases subject to trading windows .
• Governance posture: Strong clawback, double-trigger CoC vesting, anti-hedging/pledging, and rigorous ownership guidelines support alignment for accounting leadership roles like CAO; however, individual ownership and grant detail for Bornemann is not publicly itemized, limiting precision on his personal skin-in-the-game .
• Shareholder sentiment risk: 2025 say‑on‑pay failed (against: 28.7M vs for: 21.1M), elevating compensation/governance scrutiny across executives; while not NEO, Bornemann operates under the same policies and trading constraints, which may prompt ongoing program adjustments that impact future incentives and retention dynamics .
• Company execution: 2024 results show profitable consolidated operations, improved capital management (e.g., dividend increase; senior notes redemption), but mortgage remains challenged; CAO continuity since 2013 through multiple roles supports execution in control/reporting during transitions—lower execution risk in financial reporting, but equity incentive headwinds persist until multi‑year financial/TSR performance improves .