Brian Goodrich
FIRST FINANCIAL BANKSHARESAbout Brian Goodrich
Brian D. Goodrich is Executive Vice President and General Counsel of First Financial Bankshares, Inc. (FFIN), appointed in September 2024 after serving as First Senior Vice President and Deputy General Counsel at MidFirst Bank (2014–2024). He holds a BBA in Finance from Texas Tech University and a JD summa cum laude from South Texas College of Law Houston; age 52 as disclosed in FFIN’s proxy . Company performance underpins executive incentive design: 2024 net income rose 12.33% YoY to $223.51m, diluted EPS $1.56, ROAA 1.68%, ROE 14.51%, NIM 3.50%, efficiency ratio 47.23% .
Company performance snapshot
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($USD Millions) | $198.98 | $223.51 |
| Diluted EPS ($) | $1.39 | $1.56 |
| ROAA (%) | 1.55 | 1.68 |
| ROE (%) | 14.99 | 14.51 |
| Net Interest Margin (tax-equivalent, %) | 3.29 | 3.50 |
| Efficiency Ratio (%) | 47.26 | 47.23 |
| Loans HFI ($USD Billions) | $7.15 | $7.91 |
| Deposits + Repos ($USD Billions) | $11.52 | $12.16 |
TSR context (long-term alignment metric used in peer benchmarking):
| Period | FFIN TSR |
|---|---|
| 1-year (2024) | 21.58% |
| 3-year | -24.56% |
| 5-year | 12.53% |
| 10-year | 188.47% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MidFirst Bank | First SVP & Deputy General Counsel | 2014–2024 | Led legal and regulatory oversight at a $38B bank; deep credit/regulatory exposure |
| BBVA Compass | Senior Corporate Counsel | N/A | In-house bank counsel; broadened retail/commercial banking legal scope |
| Thompson & Knight LLP (now Holland & Knight) | Attorney | N/A | Complex banking/finance legal practice |
| Office of the Comptroller of the Currency | Customer Assistance Specialist | N/A | Regulatory interface and consumer issues resolution |
| Bank of America (NationsBank) | Branch Manager & Lender | N/A | Frontline P&L, lending and branch operations experience |
External Roles
No public company directorships or committee roles disclosed for Goodrich. His role is executive management at FFIN .
Fixed Compensation
Specific base salary, target bonus %, and actual payouts for Goodrich are not disclosed in FFIN’s 2025 proxy; he was not a Named Executive Officer (NEO) in 2024, so individual figures are not tabulated . Company practice sets competitive base salaries; 2024 NEO bases ranged from $450k–$1,181k, updated for 2025 with President at $600k; these illustrate program design but not Goodrich specifically .
Performance Compensation
FFIN’s incentive design emphasizes pay-for-performance using annual cash bonuses and long-term equity with performance conditions. While Goodrich’s individual goals are not disclosed, the 2024 NEO framework shows the levers used for executive bonuses and LTIs.
Annual bonus metrics (2024 framework)
| Metric | Weight | Target (example) | Actual (2024) | Payout mechanics |
|---|---|---|---|---|
| Earnings Growth | 40% | 9.00% (Threshold 5.00%; Max 12.00%) | 9.48% | Sliding scale by attainment; CEO paid 82.5% of base, CFO/CAO 52.5% |
| Total Loan Growth | 25% | 11.50% (Threshold 7.00%; Max 15.50%) | 10.69% | Sliding scale payout |
| Total Deposit Growth | 25% | 8.00% (Threshold 4.00%; Max 10.00%) | 5.66% | Sliding scale payout |
| Efficiency Ratio | 10% | 47.50% (Threshold 49.00%; Max 45.00%) | 47.23% | Sliding scale payout |
Say-on-Pay support was 98.9% in 2024, indicating shareholder endorsement of the program .
Long-term incentives (2024 awards structure)
| Instrument | Weight | Vesting | Performance link |
|---|---|---|---|
| PSUs | 33% | 3-year cliff | 100% based on ROAA vs U.S. bank peers ($10–$50B assets); 40th/60th/80th percentile maps to 50%/100%/200% payout |
| Stock Options | 33% | 33.3% per year over 3 years; 10-year term | Value linked to stock appreciation; change-of-control accelerates vesting; clawback applies |
| RSUs | 33% | 33.3% per year over 3 years | Time-based retention; dividends accrue and pay only upon vesting; clawback applies |
PSUs for the 2022–2024 cycle paid at 150% of target (EPS growth ~60th percentile; ROAA ~90th percentile), reinforcing the performance orientation .
Equity Ownership & Alignment
- Ownership policies: Executive officers must hold Company stock equal to 3x base salary (CEO 5x), achieved within 5 years; sales may be restricted until compliant . Goodrich, appointed in September 2024, is subject to these guidelines and within the phase-in period .
- Hedging/short selling: Prohibited; margin accounts prohibited; pledging permitted only in limited cases and not via margin accounts .
- Pledging: Proxy flags pledging by Butler (154,729 shares) and Thaxton (53,097 shares) due to option exercises; no pledging disclosed for Goodrich .
- Insider activity: Goodrich filed Section 16 Form 4 for equity grants on August 14, 2025 under the 2021 Omnibus Plan; the filing reflects option grants with exercise price $36.43 and equity awards consistent with RSU/PSU programs .
Employment Terms
- Agreements: FFIN does not use employment contracts; instead, executive recognition agreements provide double-trigger change-in-control severance to executive officers (CEO 300% base salary; other executives 200%), plus pro‑rated target bonus and unused PTO; options and RSU/PSU generally accelerate on qualifying change-in-control under plan terms .
- Triggers: Termination without cause or resignation for good reason within 2 years after a qualifying change-in-control; “cause” and “good reason” definitions standard (material duty/compensation/location changes, budget reductions, failure to assume agreement, etc.) .
- Clawback: Compensation Recovery Policy applies to incentive compensation for Section 16 officers and regional executives in the event of restatement (adopted July 2023) .
- Restrictive covenants: Equity award agreements impose confidentiality, non-solicitation, and non-competition clauses; clawbacks apply. Executive recognition agreements include confidentiality but do not bind executives to non-compete, non-disparagement or non-solicit .
Investment Implications
- Alignment and retention: Equity-heavy LTI mix with PSUs tied to ROAA vs peers and three-year vesting fosters long-term alignment; Goodrich is under five-year stock ownership guidelines and clawback, reducing misalignment risk .
- Selling pressure: RSUs/options vest over three years; options carry 10-year terms and change-of-control acceleration. No disclosed pledging or sales by Goodrich to date; near-term selling pressure appears limited given tenure and compliance window .
- Pay-for-performance: 2024 bonus metrics linked to earnings, loan/deposit growth, and efficiency—with measured payouts—indicate disciplined variable pay; 2022–2024 PSU payout at 150% suggests strong operating quality, improving the probability that legal/risk governance led by the General Counsel will be rewarded under current design .
- Change-in-control economics: Double-trigger CIC with 200% base salary for executives (non-CEO) and equity acceleration can create retention through uncertainty but poses potential windfall risk in a sale scenario; investors should monitor Section 16 filings and proxy updates to confirm Goodrich’s specific CIC eligibility as his role tenure matures .