Robert Taylor
Hilltop HoldingsAbout Robert C. Taylor, Jr.
Independent director at Hilltop Holdings Inc. since November 2012; age 77; currently serves on the Nominating & Corporate Governance and Merger & Acquisition Committees and is classified as independent under NYSE standards. The Board reported no director attended fewer than 75% of 2024 Board/committee meetings, and Mr. Taylor attended the 2024 annual meeting; directors are restricted from hedging and face pledging limits, and are expected to own stock >5x the annual Board retainer .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Supermarkets, LLC | CEO (retired); previously VP Manufacturing & Supply Chain; currently on executive team (govt relations, real estate, innovation, special projects) | CEO 2009–2021; prior roles pre-2009; ongoing executive team involvement | Retail operations and supply chain expertise brought to Board deliberations |
| R.C. Taylor Distributing, Inc. | President | Until 2007 | Distribution and operating leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PlainsCapital Bank | Former Director | Not disclosed | Bank subsidiary board experience |
| United Supermarkets, LLC | Former Director | Not disclosed | Retail governance experience |
| Texas Tech Chancellors Advisory | Director | Not disclosed | Academic/civic role |
| Texas Tech Foundation | Director | Not disclosed | Academic/civic role |
| Lubbock Downtown TIF Redevelopment Committee | Chairman | Not disclosed | Public-sector redevelopment leadership |
Board Governance
- Independence: Hilltop’s Board determined Mr. Taylor is independent; seven of 13 nominees were independent in 2025 proxy (includes Mr. Taylor) .
- Committee memberships (2024): Nominating & Corporate Governance; Merger & Acquisition (no chair roles disclosed for Mr. Taylor) .
- Attendance: Board met 4 times in 2024; no director was below 75% attendance; Mr. Taylor attended the 2024 annual meeting .
- Executive sessions and leadership: The Board appointed a Lead Independent Director (Tracy Bolt) when the CEO also became Chair in April 2025; independent directors hold regular executive sessions .
- Related-party controls: Formal Related Party Transaction Policy with Audit Committee review; ordinary-course director/officer lending allowed only on market terms .
Fixed Compensation (Director)
- Mr. Taylor’s 2024 compensation: $29,057 cash fees; $28,943 stock awards (for fees taken in stock); total $58,000 .
- Shares issued as director fees for 2024: 954 shares .
- Standard 2024–2025 director fee schedule (non-employee):
- Annual Board retainer: $48,000 (members); Board Chair $210,000
- Committee chairs/members (annual): Audit ($70,000 / $8,000), Risk ($50,000 / $8,000), Compensation ($30,000 / $5,000), Investment ($30,000 / $5,000), Nominating & Corporate Governance ($15,000 / $5,000), M&A ($15,000 / $5,000), Executive Committee — $5,000 for members; Chair was an employee (no fee) .
- Form/election: Directors may elect cash, stock, or 50/50; paid quarterly, no vesting; stock value set by 10-day average at quarter-end .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $29,057 |
| Stock Awards (for fees in stock) | $28,943 |
| Total | $58,000 |
| Shares Issued (2024 fee stock) | 954 |
Program notes:
- Beginning 2025, non-employee directors serving immediately prior to the annual meeting receive an additional grant of 1,000 shares for the prior year’s service .
Performance Compensation (Director)
- Hilltop does not grant performance-based equity (e.g., PSUs or options) to non-employee directors; quarterly stock for fees vests immediately and the new 1,000-share annual director grant is time-based. Exception: separate RSU grants applied to the former non-executive Chair; not applicable to Mr. Taylor .
Other Directorships & Interlocks
- Current public-company directorships: None disclosed for Mr. Taylor .
- Private/non-profit/academic: Texas Tech advisory/foundation roles; Lubbock TIF Chair; prior service on United Supermarkets and PlainsCapital Bank boards .
- No disclosed interlocks with Hilltop competitors/suppliers/customers for Mr. Taylor (see Related Party section below for company-wide policy and named transactions unrelated to Mr. Taylor) .
Expertise & Qualifications
- Brings operating experience from a Texas-based retail chain (United Supermarkets); supply chain/manufacturing background; multi-decade business leadership; deep familiarity with PlainsCapital and regional banking landscape through prior bank board service .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Common Stock Beneficially Owned (as of 4/28/2025) | 43,194 shares |
| Ownership Guidelines | Directors expected to own >5x annual retainer; directors can elect to take fees in stock; awards/fees subject to trading windows . |
| Hedging/Pledging | Directors prohibited from hedging, short sales, derivatives; pledging restricted; unvested RSUs cannot be hedged/pledged . |
Related Party / Conflicts Review
- Company-wide policy: All related-party transactions over $120,000 require Audit Committee review/approval; factors include commercial reasonableness and impact on independence .
- Indebtedness: The Bank maintains ordinary-course lending with directors/executives/families on market terms; management states such loans carry standard rates/collateral/terms and normal risk .
- Named related-party items in 2024–2025 proxy involve other directors (e.g., Ms. Jones, Mr. Sobel, Mr. Lewis) and affiliates; no transactions disclosed involving Mr. Taylor .
Director Compensation Program Details (Structure)
| Element | Detail |
|---|---|
| Board retainer | $48,000 for members; $210,000 for Chair |
| Committee fees | Chair/member annual retainers per committee (e.g., Audit: $70,000/$8,000; Risk: $50,000/$8,000; Comp: $30,000/$5,000; NCG: $15,000/$5,000; Investment: $30,000/$5,000; M&A: $15,000/$5,000; Executive Committee member: $5,000) |
| Form of pay | Cash, stock, or 50/50; quarterly issuance; stock valued on 10-day average at quarter-end; no vesting |
| Annual stock grant | From 2025: 1,000 shares to each non-employee director for prior year service |
| Ownership guideline | >5x annual Board retainer |
Governance Assessment
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Strengths:
- Independence, with service on governance (NCG) and strategic (M&A) committees; no attendance shortfalls in 2024; attended annual meeting .
- Modest director pay with ability to take in stock; formal director ownership guideline promotes alignment; trading, hedging, and pledging controls in place .
- No disclosed related-party transactions tied to Mr. Taylor; company maintains robust related-party and lending-on-market-terms policies overseen by the Audit Committee .
-
Watch items:
- Beneficial ownership disclosed (43,194 shares) but compliance vs. 5x-retainer guideline not assessed in proxy; directors’ guideline status isn’t individually disclosed .
- Company-wide related-party activity involves other directors; continued Audit Committee oversight and transparent disclosure mitigate conflict risk .
Overall signal: Mr. Taylor appears to be a long-tenured, independent director with operating expertise and engagement, a balanced director compensation structure with stock alignment, and no specific related-party red flags disclosed in the latest proxy .