Robert Nichols
Hilltop HoldingsAbout W. Robert Nichols, III
Independent Director at Hilltop Holdings since April 2008; age 80; chair of the Nominating & Corporate Governance Committee and member of the Compensation and Merger & Acquisition Committees. Career highlights include President of Conley Lott Nichols (construction machinery dealer) and Chairman/President of Rusty’s Oilfield Services until January 2020; extensive leadership across bank boards and civic organizations. The Board has affirmatively determined Nichols is independent under NYSE rules, and he met attendance requirements in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conley Lott Nichols | President | Not disclosed | Leads a dealer for several construction machinery manufacturers |
| Rusty’s Oilfield Services Company | Chairman & President | Until Jan 2020 | Energy services leadership |
| United New Mexico Bancorp | Director (prior service) | Not disclosed | Bank governance experience |
| Ford Bank Group | Director (prior service) | Not disclosed | Bank governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M.D. Anderson Hospital | Director (civic) | Not disclosed | Civic/charitable activities |
| The Nature Conservancy of Texas | Director (civic) | Not disclosed | Environmental stewardship |
| Mercy Street | Director (civic) | Not disclosed | Community engagement |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Nichols is independent under NYSE standards |
| Committee assignments | Chair: Nominating & Corporate Governance; Member: Compensation; Member: Merger & Acquisition |
| Committee meeting cadence (FY 2024) | Nominating & Corporate Governance: 4; Compensation: 7; Merger & Acquisition: 0 |
| Board attendance | Board met 4 times in 2024; no director under 75% attendance; Nichols attended the 2024 annual meeting (in person or virtually) |
| Lead Independent Director & executive sessions | Lead Independent Director (Tracy Bolt) appointed Apr 24, 2025; independent directors hold executive sessions at least quarterly, now chaired by the Lead Independent Director |
| Hedging/pledging & trading controls | Directors prohibited from hedging, short sales, derivative transactions, and subject to restrictions on pledging; trading only during approved windows and with pre-approval |
| Related-party transaction controls | Formal Related Party Transaction Policy with Audit Committee review; ordinary-course financial services may be pre-approved under regulations |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $73,000 | Sum of Board member fee ($48,000), Nominating & Corporate Governance Chair ($15,000), Compensation member ($5,000), Merger & Acquisition member ($5,000) |
| 2024 Stock Awards | $0 | No stock taken in 2024; directors can elect cash, stock, or 50/50 |
| 2024 Total | $73,000 | Director compensation table |
| 2025 annual director grant | 1,000 shares | Granted to non-employee directors serving immediately prior to the annual meeting, for prior-year service |
| Payment form | Cash vs. stock election | Quarterly payments/issuances; value based on 10-day average closing price; no vesting for quarterly stock |
| Fee Schedule (FY 2024) | Chair Fee ($) | Member Fee ($) |
|---|---|---|
| Board of Directors | 210,000 | 48,000 |
| Audit Committee | 70,000 | 8,000 |
| Nominating & Corporate Governance | 15,000 | 5,000 |
| Compensation Committee | 30,000 | 5,000 |
| Investment Committee | 30,000 | 5,000 |
| Risk Committee | 50,000 | 8,000 |
| Merger & Acquisition Committee | 15,000 | 5,000 |
| Executive Committee | — | 5,000 (Chair is employee; unpaid) |
Performance Compensation
- Hilltop does not disclose any performance-conditioned compensation for non-employee directors; quarterly stock elections are time-based with no vesting, and the 2025 1,000-share grant is service-based, not performance-based .
| Metric | Applies to Directors? | Notes |
|---|---|---|
| Performance RSUs, EPS/TSR goals | No | PRSUs apply to executives; director equity is service-based |
Other Directorships & Interlocks
- Compensation Committee independence: members in 2024 (Sherman, Bobbitt, Nichols) were not officers/employees; no relationships requiring related-party disclosure; no interlocks posing risk to Hilltop’s compensation decisions .
- Governance signal: 2024 say‑on‑pay support at ~88% of votes cast, indicating broad shareholder alignment on pay practices .
Expertise & Qualifications
- Broad enterprise leadership; decades in construction machinery distribution and energy services; prior bank board experience (United New Mexico Bancorp; Ford Bank Group); active civic governance (M.D. Anderson, Nature Conservancy, Mercy Street). Brings perspectives on management, operations, and governance to Hilltop’s Board .
Equity Ownership
| Holder | Shares | Breakdown | % of Class |
|---|---|---|---|
| W. Robert Nichols, III | 14,500 | 9,442 shares in IRA; 5,000 shares held directly by spouse | Less than 1% (*) |
| Shares outstanding (reference) | 64,155,154 | — | — |
- Director ownership guideline: Directors expected to own shares valued at >5x the annual retainer; stock elections available to facilitate alignment. Compliance status for individual directors is not disclosed .
- Trading policy: Prohibits hedging, short sales, derivative transactions; pledging restrictions apply; trading only during windows with pre-approval .
Governance Assessment
- Board effectiveness: Nichols chairs the Nominating & Corporate Governance Committee and serves on Compensation and M&A, providing direct influence over board composition, evaluations, and pay governance; independence affirmed; attendance standards met; executive sessions strengthen oversight .
- Alignment & incentives: Director pay is modest and structurally aligned via optional stock elections and a standardized 1,000-share annual grant; no performance-linked director pay reduces risk of pay-for-nonperformance; robust clawback, trading, and related-party policies mitigate conflicts .
- Conflicts/RED FLAGS: None disclosed involving Nichols (no related-party transactions requiring disclosure; Compensation Committee independence affirmed). Note broader Hilltop context with significant insider/affiliated ownership elsewhere (e.g., Gerald J. Ford), but no direct Nichols conflicts identified .