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.
Alan B. White
On February21, 2019, Hilltop Holdings Inc., or the Company, entered into a Separation and Release Agreement, or the Separation Agreement, with Alan B. White in connection with his retirement effective April1, 2019, or the Retirement Date. to the Separation Agreement, effective as of the Retirement Date, Mr.White will resign from all positions with the Company and its subsidiaries, including, without limitation, Vice-Chairman of the Board of Directors of the Company and Co-Chief Executive Officer of the Company. The Separation Agreement also provides that the Retention Agreement by and between the Company and Mr.White, as amended, will terminate on the Retirement Date, except for certain provisions that address, among other items, non-competition, non-solicitation, confidential information and arbitration. On the Retirement Date, Jeremy B. Ford, the Company’s current President and Co-Chief Executive Officer, will become the Company’s sole Chief Executive Officer, Chairman of the Executive Committee of the Board of Directors of the Company and the Chairman of PlainsCapital Bank.
to the Separation Agreement, and in accordance with the Retention Agreement, Mr.White will be entitled to receive, subject to any delay required under Section409A of the Internal Revenue Code, the following:
· $23,000 for COBRA assistance; and
· Continued payment of premiums with respect to a Split-Dollar Life Insurance Policy, which policy is for the benefit of Mr.White and the Company.
In addition, any unvested restricted stock units held by Mr.White on the Retirement Date will vest pro rata; provided, however, such pro rata amount of performance restricted stock units will be subject to modification based upon performance for the applicable performance period. The Separation Agreement also contains a mutual release between Mr.White and the Company.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit10.1 to this Current Report on Form8-K and incorporated by reference herein.
Hill A. Feinberg
On February19, 2019, the Company entered into a Retention Agreement with Hill A. Feinberg to set forth the terms of his ongoing role with Hilltop Securities Inc., or HTS. As previously disclosed, the Company appointed M. Bradley Winges to succeed Mr.Feinberg as President and Chief Executive Officer of HTS effective February20, 2019. The Retention Agreement provides that, as of February20, 2019, or the Effective Date, Mr.Feinberg resigned as President and Chief Executive Officer of HTS and from all other positions with the Company and its subsidiaries, other than as Chairman of the Board of Directors of HTS, as a member of the Board of Directors of the Company and a member of Executive Committee of the Board of Directors of the Company. to the Retention Agreement, Mr.Feinberg will continue to serve as the Chairman of the Board of Directors of HTS until June30, 2019, at which time he will become
Chairman Emeritus of HTS and resign from his membership on the Executive Committee of the Board of Directors of the Company.
For his services, Mr.Feinberg is entitled to receive an annual salary of $500,000, plus the excess of commission payouts over his annual salary in any given calendar year. Mr.Feinberg also is entitled to receive one-time payments of $900,000 on or before March15, 2019 and $500,000 on before March15, 2020. Subject to the execution and delivery of a release, Mr.Feinberg would be entitled to receive these one-time payments earlier upon his termination, resignation or death. Mr.Feinberg may resign or be terminated at any time.
The Retention Agreement also includes, among other things, customary non-competition, non-solicitation, non-disparagement, confidentiality and arbitration provisions.
The foregoing description of the Retention Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit10.2 to this Current Report on Form8-K and incorporated by reference herein.
Section9 — Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits. |
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(a) Financial statements of businesses acquired. |
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Not applicable. |
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(b) Pro forma financial information. |
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Not applicable. |
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(c) Shell company transactions. |
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Not applicable. |
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(d) Exhibits. |
The following exhibits are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.
Hilltop Holdings Inc. Exhibit
EX-10.1 2 a19-5247_1ex10d1.htm EX-10.1 EXHIBIT 10.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this Release) is made and entered into as of February 21,…
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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.