As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer, or PEO, and our other NEOs and certain Company financial performance metrics. The SEC-defined “compensation actually paid” data set forth in the table below does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year or how the Compensation Committee evaluates compensation decisions in light of the Company’s performance or individual performance. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to the Compensation Program Philosophy and Objectives in the “Compensation Discussion and Analysis” section of this Proxy Statement.
Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may expressly do so.
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| · · · Pay · · Performance |
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| · · · · · · · · · Cumulative Total · · · · |
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| · · · · · · · · · · · · · · Shareholder Return (c) · · · · · · |
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| · · PEO · · Average of Non-PEO NEOs · · (Value of $100 Initial Investment) · · · · · · |
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| | | SCT Total | | Compensation | | SCT Total | | Compensation | | | | Peer | | Net | | Basic Earnings |
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| Year (a) | | Compensation | | Actually Paid (b) | | Compensation | | Actually Paid (b) | | HTH | | Group (d) | | Income ($M) | | Per Share (e) |
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| 2023 | | $4,230,757 | | $5,062,081 | | $2,443,749 | | $2,460,899 | | $152 | | $102 | | $110 | | $1.69 |
| 2022 | | $4,889,906 | | $1,531,156 | | $2,445,127 | | $2,237,700 | | $127 | | $106 | | $113 | | $1.61 |
| 2021 | | $6,678,697 | | $11,966,446 | | $2,690,782 | | $3,667,347 | | $146 | | $117 | | $374 | | $4.64 |
| 2020 | | $6,094,984 | | $9,147,376 | | $3,229,921 | | $3,707,625 | | $112 | | $88 | | $448 | | $5.02 |
| (a) | For each covered year, the PEO was Mr. Jeremy B. Ford and for each covered year, the other NEOs were Messrs. Furr, Schaffner, Thompson and Winges. |
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| (b) | Amounts reported in this column are based on total compensation reported for our PEO and other NEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. |
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| (c) | Column reflects total shareholder return calculated in the manner prescribed by Item 201(e) of Regulation S-K, and reflects the cumulative value of $100, including the reinvestment of dividends, if such amount were invested on January 31, 2019. |
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| (d) | Pursuant to Item 402(v) of Regulation S-K, the Company used the same peer group used for purposes of Item 201(e) of Regulation S-K, the KBW NASDAQ Regional Bank Index. |
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| (e) | Represent Basic Earnings per Share as presented in our audited financial statements. |
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| 72 | HILLTOP HOLDINGS 2024 Proxy Statement |
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| | EXECUTIVE COMPENSATION |
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| · · 2023 · · 2022 · · 2021 · · 2020 |
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| · · · · · Non-PEO · · · · · Non-PEO · · · · · Non-PEO · · · · · Non-PEO |
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| Adjustments · PEO · NEOs · PEO · NEOs · PEO · NEOs · · PEO · NEOs |
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| Total from Summary Compensation Table | | | $4,230,757 | | | $2,443,749 | | | $4,889,906 | | | $2,445,127 | | | $6,678,697 | | | $2,690,782 | | | $6,094,984 | | | $3,229,921 |
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| Subtract grant date fair value of equity awards reported in Summary Compensation Table for the covered year | | | (2,645,459) | | | (771,852) | | | (3,451,471) | | | (1,064,840) | | | (4,322,657) | | | (791,874) | | | (3,780,651) | | | (474,109) |
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| Add fair value at year-end of any equity awards granted in the covered year that are outstanding and unvested as of the end of the covered year | | | 2,167,801 | | | 651,786 | | | 2,655,725 | | | 777,458 | | | 6,062,446 | | | 1,106,608 | | | 6,058,037 | | | 781,492 |
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| Add/subtract change in fair value of awards granted in any prior year that are outstanding and unvested at end of covered year | | | 1,643,710 | | | 345,122 | | | (2,049,477) | | | (317,180) | | | 2,884,432 | | | 579,188 | | | 1,027,441 | | | 213,554 |
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| Add fair value as of the vesting date of any awards granted in the covered year that vested during the covered year | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
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| Add/subtract change in fair value as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year | | | 942,338 | | | 135,916 | | | (513,527) | | | 397,135 | | | 663,528 | | | 82,643 | | | (252,435) | | | (43,233) |
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| Subtract fair value of awards forfeited in current covered year determined at end of prior covered year | | | (1,277,066) | | | (343,821) | | | — | | | — | | | — | | | — | | | — | | | — |
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| Total Impact: Adjustments for stock and option awards | | | $831,324 | | | $17,150 | | | $(3,358,750) | | | $(207,427) | | | $5,287,749 | | | $976,565 | | | $3,052,392 | | | $477,704 |
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| Compensation Actually Paid (as calculated) | | | $5,062,081 | | | $2,460,899 | | | $1,531,156 | | | $2,237,700 | | | $11,966,446 | | | $3,667,347 | | | $9,147,376 | | | $3,707,625 |
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Stock awards for our NEOs consist of a combination of time-based restricted stock units and performance-based restricted stock units. Equity fair values are calculated in accordance with the provisions of the Stock Compensation Topic of the ASC. The fair value of unvested time-based restricted stock units, as well as the fair value of all share-based awards upon vesting, is based upon the closing price of a share on the NYSE as of the applicable measurement date. The fair value of unvested performance-based restricted stock units is based upon the probable outcome of the applicable performance conditions as of the measurement date. We do not grant stock options to our NEOs. Additionally, none of our NEOs participate in a defined benefit or actuarial pension plan.
| HILLTOP HOLDINGS 2024 Proxy Statement | 73 |
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| EXECUTIVE COMPENSATION | |
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Most Important Financial Performance Measures
The following were the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance:
| ● | Total Shareholder Return (“TSR”) |
| ● | Basic Earnings Per Share (“EPS”) |
Description of the Relationship Between Compensation Actually Paid to our Named Executive Officers and Company Performance
The charts below describe the relationship between compensation actually paid to our Chief Executive Officer and the average of the compensation actually paid to our other NEOs (as calculated above) and our financial and stock performance for the indicated years. In addition, the first chart below compares our cumulative TSR and peer group cumulative TSR for the indicated years.
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| 74 | HILLTOP HOLDINGS 2024 Proxy Statement |
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| | EXECUTIVE COMPENSATION |
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| EXECUTIVE COMPENSATION | |
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