Hilltop Holdings announces board changes and executive agreement amendment

Hilltop Holdings Inc . (NYSE:HTH), a Dallas, Texas-based financial institution with a market capitalization of $1.87 billion, has announced significant changes to its board of directors and an amendment to an executive’s employment agreement, as revealed in a recent SEC filing. According to InvestingPro data, the company maintains a solid financial health score of 2.33, rated as ’FAIR’, while trading at a P/E ratio of 16.49.

On Thursday, April 24, 2025, Gerald J. Ford was named Chairman Emeritus by Hilltop’s Board of Directors. In this role, Ford will continue to attend board meetings but will not hold voting rights. Concurrently, Jeremy B. Ford has been appointed as the new Chairman of the Board, with Tracy Bolt taking on the responsibilities of lead independent director. Additionally, the board has reduced its size from fifteen to fourteen directors.

In a related development on Friday, April 25, 2025, Hilltop Holdings and Martin B. Winges agreed to the Second Amendment to Winges’ Employment Agreement. The amendment, effective February 19, 2025, extends Winges’ contract term until February 29, 2028, which was initially set to expire on February 20, 2025.

The amendment also modifies the incentive bonus structure, changing the calculation from the prior year’s incentive bonus to an average of the bonuses from the three preceding calendar years in the event of termination without cause or a change in control. Furthermore, the agreement now includes a provision for voluntary retirement by Winges upon reaching the age of 65, with entitlement to a pro-rata portion of the target incentive bonus for the current year.

The details of these corporate governance and executive compensation changes are based on the information provided in the SEC filing by Hilltop Holdings. The company has not provided further comments on the reasons behind these changes or their potential impact on its operations. Notably, InvestingPro highlights that Hilltop Holdings has maintained dividend payments for 10 consecutive years, with a current dividend yield of 2.46% and a recent dividend growth of 12.5%.

This news comes as Hilltop Holdings continues to navigate the financial services industry, with a focus on banking and financial solutions. While the company has not disclosed additional information regarding the strategic direction following these board and executive adjustments, analyst consensus suggests moderate optimism with a price target range of $33-34 per share. For deeper insights into Hilltop Holdings’ financial health and future prospects, investors can access comprehensive analysis and additional ProTips through InvestingPro’s detailed research reports.

In other recent news, Hilltop Holdings Inc. reported impressive financial results for the first quarter of 2025, exceeding analyst expectations. The company achieved an earnings per share (EPS) of $0.65, more than double the forecasted $0.31, while revenue reached $318.46 million, surpassing the expected $290.55 million. Hilltop’s net income was $42 million, with a return on average assets of 1.1%. Despite these strong financial outcomes, the company reduced its full-year mortgage production guidance due to challenges in the mortgage market. Additionally, Hilltop Holdings benefited from a $23.6 million gain from the sale of Mosier Energy Solutions and a $5 million insurance recovery. Analysts from firms such as KBW and Piper Sandler engaged with Hilltop’s management during the earnings call, discussing various aspects of the company’s performance and outlook. Hilltop’s PlainsCapital Bank maintained core customer balances, and PrimeLending achieved a mortgage origination volume of $1.7 billion. The company plans to continue streamlining operations and expanding its workforce in response to market conditions.

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