Taylor Crandall
Hilltop HoldingsAbout J. Taylor Crandall
Independent director at Hilltop Holdings (HTH) since April 2015; age 71. Crandall is Chairman Emeritus and a founding Managing Partner of Oak Hill Capital Management with extensive finance, M&A, and board governance experience; prior roles include COO of Keystone, Inc. and Vice President at First National Bank of Boston . He is deemed independent under NYSE rules, and attended at least 75% of Board/committee meetings in 2024; he also attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Oak Hill Capital Management, LLC | Chairman Emeritus; Founding Managing Partner | Serving with firm since 1986 | Private equity leadership; finance and governance expertise |
| Keystone, Inc. | Chief Operating Officer | Not disclosed | Operating leadership for Robert M. Bass investment vehicle |
| First National Bank of Boston | Vice President | Not disclosed | Banking experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Intermedia.net, Inc. | Director | Private company | Board service |
| Wave Division Holdings, LLC | Director | Private company | Board service |
| Omada International | Director | Private company | Board service |
| Pulsant Limited | Director | Private company | Board service |
| Berlin Packaging LLC | Director | Private company | Board service |
| Powdr Foundation | Director | Non-profit | Board service |
| Anne T. and Robert M. Bass Foundation | Secretary-Treasurer | Foundation | Officer role |
| Lucile Packard Foundation for Children’s Health | Trustee | Foundation | Board trustee |
| The Park City Foundation | Board trustee | Foundation | Board trustee |
| U.S. Ski and Snowboard Team Foundation | Board trustee | Foundation | Board trustee |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under NYSE standards |
| Current HTH committee roles | Chair, Merger & Acquisition (M&A) Committee; Member, Nominating & Corporate Governance Committee |
| 2024 committee activity | M&A Committee: 0 meetings; Nominating & Corporate Governance: 4 meetings |
| Attendance | No director <75% attendance in 2024; Crandall attended the 2024 annual meeting |
| Executive sessions | Non-management directors meet at least quarterly in executive session; lead independent director presides (appointed April 24, 2025) |
| Board meetings | Board met 4 times in 2024 |
Implications:
- As M&A Chair with zero meetings in 2024, workload signal was low last year; however, his PE/M&A skillset is relevant for future transactions .
- Independence affirmed; engagement indicators (attendance, annual meeting participation) are positive .
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Board annual fee (non-chair) | $48,000 | Paid quarterly; director elects cash, stock, or 50/50 |
| Committee fees (member) | Audit $8,000; N&CG $5,000; Compensation $5,000; Investment $5,000; Risk $8,000; M&A $5,000; Executive $5,000 | Chair fees higher: Audit $70,000; N&CG $15,000; Compensation $30,000; Investment $30,000; Risk $50,000; M&A $15,000 |
| 2024 fees actually paid to Crandall | $68,000 (Cash); Stock awards $0; Total $68,000 | Indicates cash election for 2024 |
| 2025 policy change | 1,000 HTH shares granted to each non-employee director serving immediately before the annual meeting for prior-year service | Adds equity to director pay mix; granted at/around annual meeting timing |
Performance Compensation
- Not applicable to non-employee directors (no performance-based cash/equity). Directors can elect equity form for fees; from 2025, all receive 1,000 shares for prior-year service .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Crandall .
- Compensation committee interlocks: None disclosed involving Crandall; Company reports no relevant interlocks for 2024 involving Comp Committee members (Crandall is not on Comp) .
Expertise & Qualifications
- Finance, private equity, and board governance; deep M&A experience aligned with his M&A Committee chair role .
- Banking background supports oversight of a bank holding company .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (HTH common) | — (none reported) as of April 28, 2025; <1% of class |
| Director ownership guideline | Expected to own >5x annual retainer value |
| Hedging/pledging | Hedging, short sales, derivatives prohibited; restrictions on pledging; RSUs cannot be hedged/pledged |
Alignment signal:
- As of the record date, no reported share ownership for Crandall; the new 1,000-share annual grant beginning 2025 will modestly increase director equity exposure going forward .
Potential Conflicts / Related-Party Exposure
- Company discloses multiple related-party arrangements (primarily involving the Ford family and certain other directors), but none disclosed involving Crandall or Oak Hill Capital in 2024–2025 proxy disclosures .
Governance Assessment
Strengths
- Independent director with strong finance/M&A background; chairs M&A Committee; member of Nominating & Corporate Governance—positions aligned with his skill set .
- Engagement: ≥75% attendance; attended 2024 annual meeting; Board holds quarterly executive sessions and has a lead independent director structure since April 2025, bolstering oversight while CEO also serves as Chair .
Watch items
- Ownership alignment: No beneficial ownership reported as of April 28, 2025; while the 2025 policy adds a 1,000-share grant, current “skin in the game” appears limited relative to guidelines (which expect >5x retainer value), though compliance by individual directors is not disclosed .
- M&A Committee inactivity in 2024 (0 meetings) reduces observable committee impact last year; future transaction activity could raise the importance of his chair role .
Context signals (board- and shareholder-level)
- Say-on-pay support was ~88% in 2024, indicating generally supportive shareholder sentiment on compensation governance .
- Strong guardrails: double-trigger vesting on equity awards, clawback policy expanded in Jan 2025, and prohibitions on hedging/pledging .