Thomas Nichols
Hilltop HoldingsAbout Thomas C. Nichols
Independent Director at Hilltop Holdings since August 2020; age 77. Currently serves as Chair of the Risk Committee and member of the Merger & Acquisition Committee; the Board has affirmatively determined he is independent under NYSE standards. Background spans over 30 years in acquiring, merging and selling banking organizations; owner and CEO of Carlile Holdings, Inc. since 2017; former Chairman & CEO of Carlile Bancshares, Inc.; former FDIC bank examiner .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlile Holdings, Inc. | Owner & Chief Executive Officer | Since 2017 | Family investment office leadership |
| Carlile Bancshares, Inc. | Chairman & Chief Executive Officer | 2008–2017 | Led bank M&A and operations |
| Federal Deposit Insurance Corporation (FDIC) | Bank Examiner | Not disclosed | Regulatory and supervisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Bancshares, Inc. | Director (former) | Not disclosed | Prior board experience (former) |
Board Governance
- Independence: Board determined Nichols is independent under NYSE listing standards; Audit Committee members all independent (Nichols is not listed as an Audit member) .
- Attendance: The Board met 4 times in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; Nichols attended the 2024 annual meeting (in person or virtually) .
- Lead Independent Director: Tracy A. Bolt (appointed April 2025) .
- Committee assignments and activity (FY2024):
- Risk Committee – Chairman; 4 meetings .
- Merger & Acquisition Committee – Member; 0 meetings .
| Committee | Role | Meetings (FY2024) |
|---|---|---|
| Risk | Chair | 4 |
| Merger & Acquisition | Member | 0 |
Fixed Compensation
- Directors may elect compensation in cash, stock, or 50/50, paid quarterly; stock awards for fees have no vesting requirements; value based on average closing price over the last 10 trading days of the quarter; elections only during “trading windows” .
- Annual fee schedule (FY2024): Board $48,000 for members; Risk Chair $50,000; M&A member $5,000; aggregate chair/member fees per schedule below .
- Nichols’ 2024 director compensation (cash): $103,000 total; no stock awards .
| Component | Amount ($) | Notes |
|---|---|---|
| Board member annual fee | 48,000 | FY2024 schedule |
| Risk Committee – Chair fee | 50,000 | FY2024 schedule |
| Merger & Acquisition – Member fee | 5,000 | FY2024 schedule |
| Total fees earned in cash (2024) | 103,000 | Per 2024 Director Compensation Table |
Performance Compensation
- Equity for non-employee directors is time-based; commencing 2025, non-employee directors serving immediately prior to each annual meeting receive 1,000 shares for services in the prior year (no performance metrics; time-based) .
- Quarterly stock issuance (when elected) for director fees; paid within ~5 days after quarter-end; no vesting requirements .
| Item | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director stock grant (from 2025) | 1,000 shares to each non-employee director serving prior to annual meeting | None disclosed (time-based) | Time-based grant; not performance-vested |
| Quarterly stock in lieu of cash fees | Elected by director; value = 10-day average closing price | None disclosed | No vesting; issued ~5 days post quarter-end |
No director performance metrics (e.g., revenue, EBITDA, TSR) tied to director pay were disclosed for Nichols; director equity is time-based rather than performance-vested .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Independent Bancshares, Inc. | Former Director | No current interlock disclosed in HTH proxy |
- The Board considered transactions and relationships in its annual independence review; Nichols is listed as independent. No Nichols-specific related-party transactions requiring disclosure were identified in the proxy materials reviewed .
Expertise & Qualifications
- Banking leadership and M&A execution across 30+ years; strategic and operational insights for financial services enterprises .
- Prior regulatory experience as an FDIC bank examiner (risk oversight competence) .
- Board-level M&A and risk governance expertise (Risk Chair; M&A member) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | IRA Shares | Percent of Class |
|---|---|---|---|
| April 28, 2025 | 16,180 | 2,000 | <1% (asterisk per proxy table) |
- Ownership policy: Directors are expected to own shares valued at >5× annual Board retainer (unless restricted); trading limited to preset windows .
Insider Trades
| Date | Transaction Type | Shares | Price ($/share) | Source |
|---|---|---|---|---|
| 2025-07-28 | Stock Award (Grant) | 957 | 31.36 | SEC Form 4: Hilltop Holdings, Tom C. Nichols |
The 2025 grant reflects the company’s director equity program; price per share calculated using closing price on July 23, 2025 (day prior to annual meeting) .
Governance Assessment
- Board effectiveness: Nichols’ risk oversight credentials align with his role as Risk Committee Chair; committee convened 4 times in 2024, consistent with active risk governance. The M&A Committee held 0 meetings in 2024, indicating limited deal activity rather than governance weakness .
- Independence and attendance: Affirmatively independent; attended at least 75% of Board/committee meetings; attended the 2024 annual meeting—supports engagement expectations .
- Pay and alignment: Nichols elected cash in 2024 ($103,000); the shift to annual share grants in 2025 (1,000 shares) enhances alignment. Directors can elect stock for fees with no vesting, increasing near-term ownership alignment .
- Ownership: 16,180 shares beneficially owned as of April 28, 2025; small percentage of outstanding shares (<1%). Policy requires >5× retainer ownership; individual compliance status was not disclosed. No pledging disclosures noted in reviewed materials .
- Conflicts/related-party exposure: The proxy’s independence review considered transactions; Nichols remains independent. No Nichols-specific related-party transactions requiring disclosure were identified in the sections reviewed. Compensation Committee disclosed no relationships requiring related-party disclosure, though Nichols is not a member of that committee .
- RED FLAGS: None identified specific to Nichols in the 2025 proxy review—no hedging/pledging disclosures, no interlocks involving compensation decisions at Hilltop, no attendance shortfall, and no pay anomalies for directors reported. Monitoring recommended for any transactions involving Carlile Holdings or affiliated entities, though none were disclosed in the materials reviewed .