Hilltop Holdings Inc. (NYSE:HTH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Hilltop Holdings Inc. (NYSE:HTH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Hilltop Holdings Inc. (NYSE:HTH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December12, 2018, Hilltop Holdings Inc., or the Company, announced the appointment of M. Bradley Winges as President and Chief Executive Officer of Hilltop Securities Inc., effective as of February20, 2019. Mr.Winges, age 51, most recently served as Senior Executive Managing Director at Piper Jaffray, where he has worked since February1991. While at Piper Jaffray, he was a member of the firm’s leadership team and held the roles of Head of Fixed Income Services and Firm Investments and Trading, President of Piper Jaffray Investment Management, Firm Risk Management, Head of Hopewood Lane Trading, Co-Head of Piper Jaffray Financial Products, Head of Municipal Sales and Trading and Institutional Municipal Sales Representative. Mr.Winges also is a member of the Board of the Bond Dealers of America and a committee member of the Fixed Income Market Structure at the United States Securities and Exchange Commission.

In connection with the appointment of Mr.Winges as President and Chief Executive Officer of Hilltop Securities Inc., the Company and Mr.Winges entered into an employment agreement (the “Employment Agreement”) that will become effective as of February20, 2019 and remain in effect until the third anniversary of the effective date. to the Employment Agreement, Mr.Winges is entitled to an annual base salary of $500,000 and is eligible to participate in (1)an annual incentive bonus program adopted by the Compensation Committee of the Board of Directors of the Company, or whomever is delegated such authority by the Board (the “Incentive Bonus”), and (2)any long-term incentive award programs adopted by the Compensation Committee, or whomever is delegated such authority by the Board. With respect to calendar year 2019, the Employment Agreement provides that Mr.Winges is entitled to a minimum Incentive Bonus of $1,000,000 and the value of his long-term incentive award to be granted in 2020 will be at least $500,000. Mr.Winges also is entitled to reimbursement of employment-related expenses and to participate in the employee benefit programs generally available to employees of the Company.

Additionally, the Employment Agreement provides that Mr.Winges will receive a sign-on cash bonus of $1,500,000 on the effective date of his employment. Further, Mr.Winges will receive grants of restricted stock units as follows on the effective date of his employment: (i)83,000 restricted stock units (the “Equity Grant”) and (ii)restricted stock units having an aggregate fair market value of $200,000 on the date of grant (the “Sign-on Grant”). The Equity Grant and Sign-on Grant will be subject to the terms and conditions of the Hilltop Holdings Inc. 2012 Equity Incentive Plan (the “Equity Incentive Plan”) and award agreements between the Company and Mr.Winges, which will provide that the restricted stock units underlying the Equity Grant and Sign-On Grant will cliff vest on the third anniversary of the grant date, subject to early termination or forfeiture in accordance with the award agreement.

The Employment Agreement also provides for the reimbursement of up to $400,000 of out-of-pocket costs related to Mr.Winges’s relocation to Dallas, Texas. These expenses will continue to be reimbursable by the Company in the event the Employment Agreement does not become effective for any reason.

If the Employment Agreement is terminated (1)by Mr.Winges, (2)by the Company for “Cause” (as such term is defined in the Employment Agreement), or (3)in the event of Mr.Winges’s death or disability, Mr.Winges (or his estate, as applicable) will be entitled to receive his base salary through the effective date of such termination, all earned and unpaid and/or vested, nonforfeitable amounts owed to him at such time under the Employment Agreement, restricted stock unit award agreements or under any compensation or benefit plans, and reimbursement for any unreimbursed business expenses incurred prior to the effective date of such termination (collectively, the “Accrued Amounts”). With respect to a termination resulting from Mr.Winges’s death or disability, the unvested portion of the Equity Grant also will vest, subject to certain conditions; provided, however, in the event that Mr.Winges death or disability precedes the first anniversary of the effective date of his employment, Mr.Winges (or his estate, as

applicable) will receive $2,000,000, less the aggregate amount of any salary and Incentive Bonus paid to Mr.Winges prior to such date in lieu of the vesting of the Equity Grant, which will forfeit in full.

If Mr.Winges’s employment is terminated by the Company without “Cause” (other than
Hilltop Holdings Inc. Exhibit
EX-10.1 2 a18-41453_1ex10d1.htm EX-10.1 Exhibit 10.1   EMPLOYMENT AGREEMENT   This Employment Agreement (this “Agreement”) is dated as of November 20,…
To view the full exhibit click here

About Hilltop Holdings Inc. (NYSE:HTH)

Hilltop Holdings Inc. is a financial holding Company. The Company provides business and consumer banking services from offices located throughout Texas through PlainsCapital Corporation (the Bank). It has three operating business units, which include PlainsCapital (banking and mortgage origination), Hilltop Securities Holdings LLC (Securities Holdings) and National Lloyds Corporation (NLC). Its segments include banking, broker-dealer, mortgage origination and insurance. The banking segment includes the operations of the Bank. The broker-dealer segment includes the operations of First Southwest Holdings, LLC (First Southwest), Hilltop Securities Inc. (Hilltop Securities) and Hilltop Securities Independent Network Inc. (HTS Independent Network). The mortgage origination segment operates through a subsidiary of the Bank, PrimeLending. The insurance segment consists of the operations of NLC. The Bank provides banking and wealth, investment and treasury management services.