William Furr
Hilltop HoldingsAbout William B. Furr
William B. Furr is Executive Vice President and Chief Financial Officer of Hilltop Holdings (HTH), serving as CFO since September 2016; he is 47 years old and previously held senior finance roles at KeyCorp (EVP & Community Bank CFO, Nov 2012–Aug 2016), Regions Financial, and Bank of America . Company performance context for incentive alignment: 2024 net income was $113 million, ROAA 0.78%, ROAE 5.29%, and total assets $16.3 billion; Hilltop ranked in the 14th percentile for 3‑year TSR versus the KBW Regional Banking Index (ending 12/31/2024) . Compensation philosophy emphasizes pay-for-performance with 70% of annual incentives tied to financial results and at least 50% of long-term equity delivered as PRSUs with 3‑year EPS targets plus a relative TSR modifier; 2022–2024 PRSUs paid out at 0% based on below-threshold EPS and TSR results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | EVP & Community Bank CFO | Nov 2012 – Aug 2016 | Led finance for community bank segment; capital and liquidity management experience |
| Regions Financial Corporation | Various financial leadership roles | — | Broad finance leadership in regional banking |
| Bank of America Corporation | Various financial leadership roles | — | Large-bank finance experience across functions |
External Roles
- None disclosed for Mr. Furr in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 570,192 | 575,000 | 575,000 |
| Salary Change vs Prior Year | — | +$4,808 | 0% (no NEO base increases in 2024; none approved for 2025) |
Performance Compensation
Annual Incentive Structure and 2024 Outcomes
| Component | Weighting | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Adjusted Hilltop Net Income (Financial) | 70% | $108M | $120M | 111% | Company-level net income adjusted per plan |
| Strategic & Individual Goals | 30% | Defined objectives | Achieved | 110% (Furr) | Committee evaluation; risk/compliance adjustments not applied |
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Incentive Paid ($) | 380,625 | 444,500 | 581,132 (106–111% of target reported variously; Committee summary shows 111% for Furr’s target) |
| Target Bonus ($) | — | — | 525,000 (91% of salary) |
| Payment Timing | Feb 2023 | Feb 2024 | Feb 2025 |
Long-Term Incentives (RSUs)
| Grant Date | Instrument | Target Shares (#) | Grant Value ($000s) | Vest/Performance Schedule |
|---|---|---|---|---|
| Feb 8, 2024 | PRSUs | 10,275 | 315 | 3-year cumulative EPS (2024–2026) with KBW regional banks TSR modifier; payout 40–180% of target |
| Feb 8, 2024 | TRSUs | 10,275 | 315 | Cliff vest on 3rd anniversary (Feb 8, 2027) |
| Feb 5, 2025 | PRSUs | 10,223 | 330 | Same PRSU design (3-year EPS with TSR modifier) |
| Feb 5, 2025 | TRSUs | 10,224 | 330 | Cliff vest on 3rd anniversary (Feb 5, 2028) |
| Aug 30, 2022 | TRSUs (employment amendment) | 11,258 | — | Cliff vest on 3rd anniversary of grant |
- 2022–2024 PRSUs vested at 0% on Feb 8, 2025 due to cumulative EPS $5.04 below threshold ($5.63) and 14th percentile TSR modifier .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 147,530 common shares as of Apr 28, 2025; “<1%” of class |
| Unvested RSUs (deliverable beyond 60 days) | 70,671 shares excluded from beneficial count |
| Options | No option awards disclosed in NEO tables |
| Pledging/Hedging | Executives prohibited from hedging, short sales, derivatives; restrictions on pledging; unvested RSUs cannot be hedged/pledged |
| Stock Ownership Guidelines | 3× base salary for executive officers; all NEOs met guidelines as of Apr 28, 2025; 1-year post-vest holding on RSU shares |
Employment Terms
| Term | Detail |
|---|---|
| Role/Start | CFO since Sept 1, 2016 |
| Contract Term | Employment agreement extended to Aug 31, 2025 |
| Base/Eligibility | Minimum base salary $575,000; eligible for annual and long-term incentive plans |
| Non-Compete/Non-Solicit | Non-compete and customer non-solicit 24 months post-termination or agreement end; employee non-solicit extended to 24 months (amendments) |
| Severance (no CIC) | Lump sum = 1× base salary + prior-year annual bonus upon termination without cause (subject to release); accrued amounts payable |
| Change-in-Control (double trigger) | Lump sum = 2× (base salary + prior-year annual bonus) if terminated without cause within 6 months pre/12 months post CIC; unvested RSUs vest on same double-trigger basis; 280G cutback to $1 below parachute limit (no excise tax gross-up) |
| Clawback | Incentive Compensation Clawback Policy compliant with SEC/NYSE (expanded Jan 2025 to include non-financial triggers); applies to cash/RSUs; separate risk/compliance clawback in comp program |
| Trading Controls | Pre-clearance required; trading limited to windows; Rule 10b5‑1 plans require waiting periods and cannot be amended during term |
| Perquisites | Minimal perqs; defined contribution match and group term life insurance typical; “All Other Compensation” totaled $12,490 in 2024 (DC plan $11,500; insurance $990) |
Compensation Structure Notes (Program Governance)
- Annual incentives: 70% financial (company and/or business unit), 30% strategic/individual; awards capped at 185% of target and subject to risk/compliance adjustments and clawback .
- Long-term incentives: At least 50% PRSUs with 3‑year EPS goals and TSR modifier; TRSUs cliff vest in 3 years; 1-year post-vest holding requirement; no dividends on unvested equity; double-trigger CIC vesting .
- Say-on-pay: 88% support at July 2024 meeting .
- Peer group benchmarking: Meridian advised; peer group refined July 2024 (adds/removals listed) .
Investment Implications
- Pay-for-performance alignment: 2024 incentive outcome for Furr (111% of target) was driven by above-target adjusted net income (111%) and strong strategic execution (110%), consistent with plan design linking 70% to financials and 30% to strategic goals .
- Equity incentive risk/retention: PRSU forfeiture for the 2022–2024 cycle (0% payout) underscores tight performance hurdles and TSR underperformance; upcoming cliff vest dates (Feb 2027/Feb 2028) and 1‑year holding requirements temper near-term selling pressure and bolster retention alignment .
- Change-in-control economics: Double-trigger (2× salary+bonus) with 280G cutback and double-trigger RSU vesting limits windfall risk while providing negotiated protection—balanced for shareholders .
- Governance safeguards: Prohibitions on hedging/pledging, trading-window controls/10b5‑1 restrictions, robust clawback policy, and ownership guidelines (met) support alignment and reduce adverse trading/pledging signals .