FIRST FINANCIAL BANKSHARES INC (FFIN)
Sector: Financials
2026 Annual Meeting Analysis
FIRST FINANCIAL BANKSHARES INC · Meeting: April 28, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Thirteen Directors to Serve on the Board of Directors
Director since 2020 (6 years); TSR trigger does not fire — FFIN's 3-year return of +5.2% trails the peer median by 23.5pp, below the 35pp threshold required for a low-positive TSR company; no overboarding, attendance, or independence concerns identified.
Director since 1998 (28 years); TSR trigger does not fire given the 23.5pp gap vs. peer median falls below the 35pp threshold; serves as audit committee financial expert with CPA and CFA credentials; no overboarding or independence concerns.
Director since May 2024 (less than 24 months); exempt from TSR trigger under the new-director exemption; brings highly relevant regional banking and asset management expertise; no overboarding concerns noted.
Director since 2019 (7 years); TSR trigger does not fire — 23.5pp gap vs. peer median is below the 35pp threshold; audit committee member with finance background; no overboarding or independence concerns.
Executive director since 1991; TSR trigger does not fire — 3-year gap vs. peer median is 23.5pp, below the 35pp threshold for a low-positive TSR company; policy applies the same TSR screen to executive directors, and that screen is not triggered here.
Director since 2006 (20 years); TSR trigger does not fire given the 23.5pp peer gap is below the 35pp threshold; serves as Lead Independent Director with relevant agricultural, finance, and M&A background; no overboarding concerns.
Director since 2025 (less than 24 months); exempt from TSR trigger under the new-director exemption; brings agricultural and business school leadership experience relevant to FFIN's Texas footprint.
Director since 2022 (4 years); TSR trigger does not fire — 23.5pp peer gap is below the 35pp threshold; brings marketing, strategic planning, and public company board experience; no overboarding or independence concerns.
Director since 2013 (13 years); TSR trigger does not fire — 23.5pp peer gap is below the 35pp threshold; chairs the Compensation Committee and brings healthcare C-suite and banking industry experience; no overboarding or independence concerns.
Director since 1998 (28 years); TSR trigger does not fire given the 23.5pp peer gap is below the 35pp threshold; brings agriculture, wealth management, and compensation governance experience; no overboarding or independence concerns.
Director since 2019 (7 years); TSR trigger does not fire — 23.5pp peer gap is below the 35pp threshold; chairs the Risk Committee and brings operational, finance, and oil-and-gas industry expertise relevant to FFIN's Texas markets.
Director since 2025 (less than 24 months); exempt from TSR trigger under the new-director exemption; brings technology, cloud computing, and enterprise software expertise that adds a valuable new dimension to the board.
New nominee with no prior board tenure; exempt from TSR trigger; designated financial expert (CPA, former biotech CFO) with extensive public company audit committee experience across multiple listed companies.
All thirteen director nominees receive a FOR vote. FFIN's 3-year total return of +5.2% lags the company-disclosed compensation peer group median by 23.5 percentage points; however, under the policy's tiered threshold table for a low-positive absolute TSR (0–20%), the trigger requires a gap of at least 35pp before a AGAINST vote is warranted — that threshold is not met. The QABA community bank ETF benchmark gap of -34.2pp likewise does not breach the 50pp ETF fallback threshold for the same TSR tier. Three directors (Davis, Haney, Poutra) are within their first 24 months and are explicitly exempt. New nominee Zoth has no tenure to evaluate. No overboarding, attendance failure, independence, or familial-relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
F. Scott Dueser
Total Comp
$3,356,547
Prior Support
94.4%%
CEO total compensation of $3,356,547 is reasonable for a $4.2 billion market cap regional bank CEO and does not appear to exceed the +20% threshold above market benchmarks for this title, sector, and size band. The pay mix is sound — the proxy discloses that 64.2% of CEO target compensation is variable and at-risk, comfortably exceeding the 50–60% policy minimum, with long-term equity (performance stock awards, stock options, and restricted stock awards) comprising roughly half of total pay and tied to multi-year ROAA performance relative to peers. Prior-year shareholder support was 94.4%, well above the 70% threshold that would require visible corrective action; the company maintains a formal clawback policy adopted in July 2023 meeting Dodd-Frank requirements.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$1,439,200
Non-Audit Fees
$100,000
Ernst & Young has served as FFIN's auditor since 2002 (approximately 24 years), which is just below the 25-year tenure threshold that would trigger a AGAINST vote; non-audit fees of $100,000 represent approximately 7% of audit fees of $1,439,200, well within the 50% limit; no material restatements were identified; EY is a Big 4 firm appropriate for a $4.2 billion market cap bank.
Overall Assessment
The 2026 FFIN annual meeting presents three standard proposals: election of thirteen directors, ratification of Ernst & Young, and an advisory vote on executive pay. All thirteen director nominees receive a FOR vote because FFIN's 3-year stock underperformance versus peers (23.5pp) falls short of the 35pp policy trigger for a low-positive TSR company, and no overboarding, attendance, or independence issues were identified; the Say on Pay vote also receives FOR support given a well-structured, majority-at-risk pay program, strong prior-year shareholder approval of 94.4%, and CEO compensation in line with market expectations for the company's size and sector.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing