Hilltop (HTH) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on July 24, 2025, with shareholders of record as of April 28, 2025, eligible to vote on key proposals, including the election of thirteen directors, a non-binding advisory vote on executive compensation, and ratification of the external auditor for 2025.

• The company distributed proxy materials electronically to reduce environmental impact and costs, with paper copies available upon request.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing thirteen directors, approving executive compensation on an advisory basis, and ratifying PricewaterhouseCoopers LLP as the independent auditor for 2025.

• The board unanimously recommends voting for all director nominees and proposals.

• Shareholders may submit proposals for the 2026 annual meeting by January 28, 2026, and director nominations must follow detailed procedures outlined in the bylaws.

Board of directors and corporate governance

• The board consists of thirteen nominees, with recent changes including the resignation of Charlotte Jones, appointment of Gerald J. Ford as Chairman Emeritus, and Jeremy B. Ford as Chairman.

• Seven of thirteen nominees are independent under NYSE standards; all audit committee members are independent.

• The board has established committees for audit, compensation, risk, investment, mergers and acquisitions, and governance, each with defined charters and responsibilities.

• The board conducts annual performance evaluations and encourages director attendance at meetings.

• A lead independent director was appointed following the CEO's assumption of the chairman role.