Lee Lewis

About Lee Lewis

Lee Lewis is 73 and has served on Hilltop Holdings’ Board since November 2012; he is Founder and Chief Executive Officer of Lee Lewis Construction, Inc. (1976–present), a Lubbock, Texas-based construction firm . Hilltop’s proxy does not list Mr. Lewis among independent directors under NYSE standards, indicating he is not classified as independent by the company .

Past Roles

External Roles

Board Governance

• Committee assignments: Investment Committee member; not listed as chair . Investment Committee met 4 times in fiscal 2024 .
• Independence: Hilltop identifies seven independent directors; Mr. Lewis is not among them, and thus not classified as independent by the Board .
• Attendance and engagement: The Board met four times in 2024, and no director attended fewer than 75% of the aggregate Board and committee meetings; Mr. Lewis attended the 2024 annual meeting (in person or virtually) along with other named directors .
• Executive sessions/lead independent director: Quarterly executive sessions for non-management directors; as of April 24, 2025, Tracy A. Bolt serves as Lead Independent Director and presides over executive sessions .

Fixed Compensation

Notes:

• Directors may elect compensation form (cash, stock, or 50/50); payments are quarterly with no vesting; stock value is set by average closing price over the last 10 trading days of the quarter .
• Commencing in 2025, non-employee directors serving immediately prior to each annual meeting receive a grant of 1,000 shares of common stock for prior-year service .

Performance Compensation

• Hilltop’s director program pays retainers and committee fees; there are no disclosed performance-based metrics, options, or PSUs for directors generally. In 2024, Mr. Lewis did not receive stock awards and took compensation in cash .
• Company maintains an Incentive Compensation Clawback Policy (amended January 30, 2025) applicable to incentive-based compensation and RSUs; while primarily focused on executive compensation, it underscores governance controls on equity awards at the company .

Other Directorships & Interlocks

Expertise & Qualifications

• Owner-operator of a Texas-based construction firm, providing operating insight and regional perspective; extensive familiarity with PlainsCapital through prior directorship, aiding Board oversight of bank operations and investment activities .

Equity Ownership

Stock ownership guidelines:

• Directors are expected to own shares valued at greater than 5× the annual Board retainer (i.e., >$240,000 based on $48,000 retainer) . Compliance for Mr. Lewis is not disclosed; the company includes shares beneficially owned in guideline calculations but excludes unexercised options and unearned performance shares .
• Hedging/pledging: Directors are prohibited from hedging, short sales, and derivative transactions and are subject to restrictions on pledging; unvested RSUs may not be hedged or pledged .

Governance Assessment

• Independence and conflicts: Mr. Lewis is not classified as an independent director under NYSE standards, which, combined with significant related-party construction contracts, presents potential conflict-of-interest risk. Hilltop Securities paid $14.5 million to Lee Lewis Construction for HQ tenant improvements, and the Bank paid $501,745 (2022) and $373,479 (2023) for remodels; while the HQ contract followed a bid process, these transactions warrant ongoing scrutiny and robust recusal/approval protocols (RED FLAG) .
• Attendance: No concerns noted; Board met four times in 2024, and all directors met the 75% attendance threshold; Mr. Lewis attended the 2024 annual meeting, supporting baseline engagement .
• Compensation alignment: Mr. Lewis elected cash-only fees in 2024 ($53,000), indicating limited direct equity-linked director pay for that year; the policy shift to 1,000-share grants to non-employee directors starting in 2025 modestly increases equity alignment .
• Ownership: Beneficially owns 107,951 shares (<1%); the company’s director ownership guideline is >5× retainer (value basis), but individual compliance status for Mr. Lewis is not disclosed; firm-wide policies require holding and prohibit hedging/pledging, which supports alignment and risk control .
• Shareholder sentiment: Say-on-pay approval was approximately 88% in 2024, indicating broad investor support for the company’s compensation practices, though this principally reflects executive pay governance rather than director-specific compensation .

Overall, Mr. Lewis brings long-tenured operating experience and institutional knowledge of PlainsCapital but carries heightened conflict scrutiny due to material transactions with his construction firm. Continued transparency, formal recusal on procurement decisions, and adherence to trading/ownership policies are critical to maintaining investor confidence .