Kenneth Russell
Hilltop HoldingsAbout Kenneth D. Russell
Kenneth D. Russell (age 76) has served on Hilltop Holdings’ board since August 2010. He brings extensive accounting and financial services operating experience from KPMG (U.S. and Germany), Ford Financial Fund entities, Mechanics Bank (CEO 2015–2016), and First Acceptance Corporation (multiple CEO/interim CEO roles, 2016–2022), and currently serves on Hilltop’s Risk Committee . In 2024, he met attendance requirements (no director below 75%) and attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Acceptance Corporation | Interim CEO; CEO; Special Advisor | Interim President/CEO 2016–2019; CEO 2019–2021; Special Advisor 2021–2022; Interim CEO 2022–Present | Insurance/auto services operator leadership experience; crisis/transition management |
| Mechanics Bank | Chief Executive Officer | 2015–2016 | Bank CEO experience; operational leadership |
| Ford Financial Fund II, L.P. | Principal | 2012–Present | Private financial services investment platform; direct Ford network ties |
| Ford Financial Fund, L.P. | Advisor | 2010–2012 | Advisory role in bank investments |
| KPMG (U.S. and Germany) | Various roles; Managing Board (Germany) | Multiple years; 20 years in Dallas office | Led financial services clients; global lead partner for Deutsche Bank; set up mentoring program across Europe |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Acceptance Corporation | Director | Not disclosed | Board role at prior employer |
| Mechanics Bank | Director | Not disclosed | Board role; Ford network adjacency |
Board Governance
- Committee memberships: Risk Committee member; Risk Committee met 4 times in fiscal 2024 .
- Independence: Board determined only seven nominees were independent under NYSE rules; Russell is not among them (i.e., classified as non‑independent) .
- Attendance: No director attended fewer than 75% of board and committee meetings in 2024; Russell attended the 2024 annual meeting .
- Board structure context: CEO Jeremy B. Ford appointed Chairman (Apr 24, 2025); Lead Independent Director role assigned to Tracy A. Bolt to preside over executive sessions .
Fixed Compensation
| Year | Fees Earned in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 56,000 | — | — | 56,000 |
Program details for non‑employee directors (for context):
- Annual cash retainers: Board member $48,000; Risk Committee member $8,000; chairman premiums listed by committee (Russell is not disclosed as a chair) .
- Election of form: Directors may elect cash, stock, or 50/50; quarterly issuance; no vesting requirements for quarterly stock .
Performance Compensation
| Component | Metrics | Targets | Outcomes |
|---|---|---|---|
| Director performance-based pay | None disclosed for directors | N/A | N/A |
Director equity beginning in 2025: 1,000 shares granted to each non‑employee director immediately prior to the annual meeting for prior year service (time-based; not performance-based) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| First Acceptance Corporation | Director | Prior CEO; potential self‑reinforcing network ties; not a disclosed related‑party transaction at HTH . |
| Mechanics Bank | Director | Ford network proximity; Ford Financial Fund entities and Ford family have extensive relationships in financial institutions . |
| Ford Financial Fund II/LP | Principal/Advisor | Ties to Gerald J. Ford, a 24.8% HTH holder; multiple related‑party transactions involving Ford entities overseen by the Audit Committee and disinterested directors . |
Expertise & Qualifications
- Extensive accounting background; led KPMG’s financial services advisory unit in New York and served on KPMG Germany’s managing board; global lead partner for Deutsche Bank .
- Deep banking operations experience across 50+ countries; multiple bank/insurance leadership roles .
- Board states his background provides valuable insight to Hilltop’s Board .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | Shares Outstanding basis |
|---|---|---|---|
| April 28, 2025 | 0 (“—” in table) | <1% | 64,155,154 |
Ownership policy and alignment:
- Directors are expected to own shares with a value >5x their annual board retainer; quarterly stock grants and elective stock fees facilitate ownership, but as of April 28, 2025 Russell reported no beneficial ownership .
- Commencing 2025, non‑employee directors receive 1,000 shares prior to the annual meeting (July 24, 2025), which may begin to improve alignment post‑grant .
Governance Assessment
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Strengths:
- Risk Committee service and extensive financial services expertise support risk oversight and board effectiveness; Risk Committee and broader board conduct enterprise‑wide risk oversight .
- Meets attendance expectations; participated in annual meeting, supporting engagement .
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Concerns:
- Independence: Board did not classify Russell as independent under NYSE rules; notable given concentrated ownership and Ford family/affiliate relationships across Hilltop and related‑party transactions (though reviewed by Audit Committee and disinterested directors) .
- Ownership alignment: Proxy shows zero beneficially owned shares as of April 28, 2025 versus director policy (>5x annual retainer); indicates current shortfall in guideline compliance and weak “skin‑in‑the‑game,” albeit 2025 1,000‑share grant may partially mitigate .
- Interlocks/Influence: Prior roles at Ford Financial Fund entities and board roles at Mechanics Bank/First Acceptance create perceived network alignment with major shareholder Gerald J. Ford (24.8% ownership), elevating potential conflicts and influence risks despite formal oversight processes .
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Signals for investors:
- Board added a Lead Independent Director concurrent with CEO becoming Chairman, which strengthens independent oversight processes; however, continued monitoring of independence, related‑party transactions, and director share ownership progress is warranted .
- Director pay structure is largely fixed cash with elective stock; absence of performance‑linked metrics for directors means pay‑for‑performance alignment relies primarily on share ownership and governance behaviors rather than incentive design .