Rhodes Bobbitt
Hilltop HoldingsAbout Rhodes R. Bobbitt
Rhodes R. Bobbitt, age 79, has served as an independent director of Hilltop Holdings Inc. since November 2005. He is the Investment Committee Chairman and sits on the Compensation and Merger & Acquisition Committees; his career includes senior sell-side roles at Credit Suisse First Boston/DLJ and Goldman Sachs, and he is currently retired . The Board has affirmatively determined Bobbitt is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse First Boston / Donaldson Lufkin & Jenrette | Managing Director & Regional Office Manager, Private Client Service Group | 1987–2004 | Led regional private client operations; deep investment oversight expertise |
| Goldman Sachs & Co. (Dallas) | Vice President, Security Sales | 1969–1987 | Institutional sales leadership; market/investment experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Acceptance Corporation | Director | Not disclosed | Network interlock: HTH Chairman/CEO Jeremy B. Ford served as Chairman and Compensation Committee member at First Acceptance; HTH Director Kenneth D. Russell served as CEO and then interim CEO at First Acceptance . |
Board Governance
- Independence: Independent director (NYSE standards) .
- Committee assignments: Investment (Chair), Compensation, Merger & Acquisition .
- Committee meeting cadence in FY2024: Audit (6), Compensation (7), Nominating & Corporate Governance (4), Risk (4), Investment (4), Merger & Acquisition (0), Executive (8) .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board and relevant committee meetings. Bobbitt attended the 2024 annual meeting (in person or virtually) .
- Executive sessions: Non-management directors meet quarterly; Lead Independent Director (Tracy A. Bolt, appointed April 24, 2025) now presides .
Fixed Compensation
| Component | Amount ($) | Basis | Period |
|---|---|---|---|
| Board retainer | 48,000 | Annual fee for non-chair directors | |
| Investment Committee – Chair fee | 30,000 | Annual committee chair fee | |
| Compensation Committee – member fee | 5,000 | Annual committee member fee | |
| Merger & Acquisition Committee – member fee | 5,000 | Annual committee member fee | |
| Total fees earned in 2024 | 88,000 | Aggregated cash compensation (no stock awards elected) |
Additional director compensation structure:
- Directors may elect to receive compensation entirely in cash, entirely in stock, or 50/50; paid quarterly with no vesting; value based on 10-day average closing price per quarter .
- Commencing in 2025, non‑employee directors serving immediately prior to each annual meeting receive a grant of 1,000 shares for services in the prior year (no vesting) .
Performance Compensation
| Compensation Element | Performance Metric | Target | Outcome |
|---|---|---|---|
| Director pay elements (retainers/committee fees) | None disclosed for directors | N/A | Fees fixed by role; directors can elect cash/stock; service-based 1,000-share annual grant from 2025 |
- Trading windows apply to elections/issuances; directors subject to insider trading policy timing constraints .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Exposure |
|---|---|---|
| First Acceptance Corporation | Bobbitt—Director | Network ties: Jeremy B. Ford (HTH Chairman/CEO) served as Chairman and a Compensation Committee member at First Acceptance; Kenneth D. Russell (HTH Director) served as CEO/interim CEO. Hilltop states these interlocks do not pose material risks, and First Acceptance is not an Exchange Act reporting company . |
Expertise & Qualifications
- Extensive investment background (private client and institutional markets), important given investment portfolios at HTH subsidiaries; Investment Committee Chair .
- Compensation Committee member listed in the Compensation Committee Report (with A. Haag Sherman (Chair) and W. Robert Nichols, III) .
- Determined independent and contributing to risk oversight through committee work .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 126,059 (includes 62,100 shares in IRA) |
| Shares outstanding (reference) | 64,155,154 (as of April 28, 2025) |
| Ownership as % of shares outstanding | ≈0.20% (126,059 / 64,155,154) |
| Hedging/pledging | Company policy prohibits hedging, short sales, derivative transactions, and restricts pledging; directors require General Counsel pre‑approval for trading . |
| Stock ownership guidelines | Directors expected to own shares with value >5x annual Board retainer . |
| Guideline alignment (indicative) | At $28.63 per share (12/31/2024 close used for RSU valuation), Bobbitt’s holdings ≈$3.61 million, materially above 5×$48,000=$240,000 guideline threshold . |
Governance Assessment
- Committee leadership and engagement: Bobbitt chairs the Investment Committee and serves on Compensation and M&A; these roles align with his investment expertise and support oversight of portfolios, pay practices, and transaction review .
- Independence and attendance: Confirmed independent; no director fell below 75% meeting attendance; Bobbitt attended the 2024 annual meeting .
- Compensation alignment: 2024 compensation was cash-only but modest and role-based; from 2025, a 1,000-share annual grant adds equity alignment. He nonetheless holds a substantial personal stake (126,059 shares), and the company prohibits hedging/pledging—supporting investor alignment .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Bobbitt; Compensation Committee members (including Bobbitt) had no relationships requiring disclosure. While Bobbitt’s role at First Acceptance overlaps with Hilltop insiders’ involvement at that company, Hilltop concluded these interlocks do not pose material risks to Hilltop .
- Signals and red flags: No Section 16(a) filing delinquencies identified for Bobbitt (one NEO had delinquencies noted); robust trading and clawback policies in place. No director pay anomalies or option repricing noted; director equity grants are fixed-share service awards, not performance-based .
Overall: Bobbitt’s long tenure, committee leadership on investments, independence, and significant share ownership support board effectiveness and investor alignment. Monitor network ties with First Acceptance for information flow optics, but Hilltop’s disclosures and policies mitigate material conflict risk at present .