David Bailey
FIRST FINANCIAL BANKSHARESAbout David Bailey
David W. Bailey, age 41, was appointed President of First Financial Bankshares, Inc. (FFIN) and First Financial Bank effective January 1, 2025, after serving as EVP/Chief Banking Officer (March–December 2024), EVP/Commercial Banking (Oct 2021–Feb 2024), Senior Lender (Abilene Region, 2020–2021), and CEO/President of the Eastland Region of the Bank . Company operating performance used to set 2024 pay included net income up 12.33% to $223.5M, EPS $1.56, ROA 1.68%, ROE 14.51% . Long-horizon shareholder value creation shows TSR of 188.47% over 10 years, with 1-year TSR of 21.58% through 12/31/24 .
Company performance context:
| Metric | 2024 |
|---|---|
| Net Income ($MM) | $223.51 |
| EPS (Diluted) | $1.56 |
| ROA | 1.68% |
| ROE | 14.51% |
TSR vs benchmarks (cumulative):
| Index | 1-Year | 3-Year | 5-Year | 10-Year |
|---|---|---|---|---|
| First Financial Bankshares (FFIN) | 21.58% | (24.56)% | 12.53% | 188.47% |
| KBW Nasdaq Regional Bank Index | 13.20% | 4.94% | 30.90% | 100.33% |
| S&P 500 | 25.02% | 29.29% | 97.02% | 242.54% |
| S&P 500 Financials | 30.56% | 31.00% | 73.90% | 195.24% |
| S&P U.S. BMI Banks | 33.88% | 21.14% | 43.68% | 151.42% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Financial Bankshares, Inc. | President | Effective Jan 1, 2025 | Elevated to enterprise-wide leadership while CEO remains in role; signals succession bench strength . |
| First Financial Bankshares, Inc. | EVP, Chief Banking Officer | Mar–Dec 2024 | Oversight of companywide banking operations ahead of promotion . |
| First Financial Bankshares, Inc. | EVP, Commercial Banking | Oct 2021–Feb 2024 | Led commercial growth during period of loan and deposit expansion . |
| First Financial Bank (Abilene Region) | Senior Lender | 2020–2021 | Regional credit leadership . |
| First Financial Bank (Eastland Region) | CEO & President | Prior to 2020 | Regional P&L leadership . |
External Roles
- None disclosed in company filings reviewed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Target Bonus ($) | Actual Bonus (% of Salary) | Actual Bonus ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | 450,000 | 50% | 225,000 | 39.5% | 177,750 | Metrics-based cash incentive |
| 2025 (approved) | 600,000 | — | — | — | — | Increase effective Jan 1, 2025 with promotion to President |
Summary compensation (selected line items):
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | SERP/Deferred Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 418,333 | 149,991 | 75,018 | 177,750 | 26,445 (SERP contrib.) | 56,088 (profit share $38,088; 401(k) match $13,800; club dues) | 903,625 |
Deferred compensation detail:
| Plan | 2024 Exec Contributions ($) | 2024 Company Contributions ($) | 2024 Earnings ($) | 12/31/24 Balance ($) |
|---|---|---|---|---|
| SERP | 31,653 | 26,445 | 4,247 | 90,011 |
Perquisites and benefits:
- Primary perquisite is reimbursement of one golf/social club; no personal use of company aircraft is permitted . All other compensation for Bailey included profit sharing contributions and 401(k) match as noted above .
Performance Compensation
Annual incentive (2024) structure and payout by metric:
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout ($) |
|---|---|---|---|---|---|---|
| Total Loan Growth | 40% | 7.00% | 11.50% | 15.50% | 10.69% | 72,000 |
| Total Deposit Growth | 20% | 4.00% | 8.00% | 10.00% | 5.66% | 27,000 |
| Earnings Growth | 25% | 5.00% | 9.00% | 12.00% | 9.48% | 56,250 |
| Efficiency Ratio | 5% | 49.00% | 47.50% | 45.00% | 47.23% | 11,250 |
| Nonperforming Assets | 5% | 0.70% | 0.50% | 0.40% | 0.80% | — |
| Net Charge-offs | 5% | 0.07% | 0.05% | 0.03% | 0.046% | 11,250 |
| Total | 100% | — | — | — | — | 177,750 |
Long-term equity incentives (2024 grants):
| Grant Date | Instrument | Quantity/Range | Vesting/Terms | Exercise Price | Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 08/14/2024 | PSUs | 546 (25%) / 2,182 (100%) / 4,364 (200%) | 3-year cliff vest; 100% ROA vs U.S. banks $10–$50B for 2026 cycle | — | — | Included in total $225,009 |
| 08/14/2024 | RSUs | 2,182 | 1/3 per year over 3 years | — | — | Included in total $225,009 |
| 08/14/2024 | Stock Options | 7,532 | Time-vest per plan | $34.37 | 08/14/2034 | Included in total $225,009 |
PSU performance design:
- 2024 grant cycle (vesting end 12/31/2026): 100% ROA relative to U.S. banks $10–$50B; 0%–200% payout .
- 2023 grant cycle (vests 12/31/2025): 50% earnings growth and 50% ROA relative to U.S. banks $10–$50B; 0%–200% payout .
- 2022 grant cycle (period ended 12/31/2024): 50% earnings growth and 50% ROA relative; vesting settled in Q1 2025 after peer performance determination .
Exercises/vesting (realized 2024):
| 2024 Action | Shares | Value ($) |
|---|---|---|
| Options exercised | 3,000 | 41,130 |
| Stock awards vested | 1,391 | 48,009 |
Equity Ownership & Alignment
Beneficial ownership as of March 5, 2025:
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| David W. Bailey | 36,583 | <1% (denoted “*”) |
Ownership components and notes:
- Includes 4,451 shares through the employee stock ownership plan (ESOP) portion of the profit sharing plan .
- Includes 1,092 shares through the Supplemental Executive Retirement Plan (SERP) .
- Includes 21,055 shares issuable upon exercise of options presently exercisable or exercisable within 60 days of March 5, 2025 .
- Excludes unvested RSUs and PSUs granted in 2022–2024 totaling 3,687 RSUs and 4,779 PSUs (maximums shown in plan table) .
- Pledging: No pledging disclosed for Bailey; pledges noted only for Butler (154,729 shares) and Thaxton (53,097 shares) related to option exercises .
Outstanding equity awards at 12/31/2024 (selected Bailey lines):
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 10/27/2015 | 2,000 | — | $16.95 | 10/27/2025 |
| 06/12/2017 | 10,000 | — | $21.18 | 06/12/2027 |
| 06/26/2019 | 4,800 | 1,200 | $29.70 | 06/26/2029 |
| 08/16/2021 | 892 | 596 | $48.91 | 08/16/2031 |
| 08/16/2022 | 1,114 | 1,669 | $47.19 | 08/16/2032 |
| 08/16/2023 | 2,249 | 4,498 | $29.53 | 08/16/2033 |
| 08/14/2024 | — | 7,532 | $34.37 | 08/14/2034 |
Unvested stock awards at 12/31/2024 (Bailey):
| Grant Year | Type | Units Unvested | Market Value @ $36.05 |
|---|---|---|---|
| 2022 | RSUs | 226 | $8,147 |
| 2022 | PSUs (max shown) | 1,356 | $48,884 |
| 2023 | RSUs | 1,279 | $46,108 |
| 2023 | PSUs (max shown) | 3,838 | $138,360 |
| 2024 | RSUs | 2,182 | $78,661 |
| 2024 | PSUs (max shown) | 4,364 | $157,322 |
Stock ownership guidelines and compliance:
- Not disclosed in reviewed sections.
Hedging/pledging policy:
- Pledging not disclosed for Bailey; company permits ESOP/SERP holdings; pledges disclosed for two other executives as noted .
Employment Terms
Structure:
- No individual employment agreements; Company uses Executive Recognition Agreements (change-in-control severance) for all NEOs .
- Double-trigger: severance payable if termination without cause or for good reason within two years following a change in control .
- Severance multiple: 200% of annual base salary for NEOs (300% for CEO); includes pro‑rated target bonus and payout of unused PTO .
- Term: Agreements renewed July 1, 2024, through June 30, 2026; auto-renew for two years unless terminated; if a CIC occurs during term, agreements continue for two additional years; a second CIC extends a further two years .
- 280G treatment: “Best-net” approach—payments reduced only if it increases executive’s after-tax benefit (no excise tax gross-up) .
- Covenants: Confidentiality obligations; no non-compete, non-solicit, or non-disparagement provisions .
- Equity: Unvested options generally vest upon qualifying change in control under plan terms .
Illustrative CIC payouts (assumed 12/31/2024):
- David W. Bailey: $900,000 cash amount plus $354,800 estimated value from accelerated equity vesting (based on $36.05 share price and in-the-money option value) .
Related Party and Conflicts
- Company disclosed no related party transactions involving Bailey since beginning of last fiscal year; no family relationships or appointment arrangements; confirmed in 8-K announcing his appointment .
Expertise & Qualifications
- Operational banking leadership across regional and enterprise roles (commercial banking, chief banking officer) .
- Education not disclosed in reviewed sections.
Performance & Track Record Highlights
- During 2024, company-level metrics used to determine bonuses were achieved near target-to-above target ranges for earnings growth and efficiency; loan growth met target band while deposits were below target .
- 2024 company financials showed improved profitability (EPS up vs 2023) and strong ROA/ROE used as context for pay decisions .
Compensation Structure Analysis
- Mix and pay-for-performance: 2024 total pay of $903.6k comprised of 46% fixed salary/benefits (salary + all other comp + SERP), 20% cash bonus, and 34% equity (time-vested RSUs, performance-based PSUs, options), aligning a material portion to multi-year performance .
- Performance rigor: PSUs tied to relative earnings growth and/or ROA vs U.S. banks ($10–$50B) with 0–200% payout over 3-year periods, reinforcing relative performance orientation and discouraging short-termism .
- 2025 step-up in base salary to $600k reflects promotion to President; raises fixed pay but role expansion likely increases at-risk equity opportunity in future cycles .
- No excise tax gross-up; “best-net” cutback is shareholder-friendly vs historical gross-up practices .
Risk Indicators & Red Flags
- Pledging: None disclosed for Bailey (peers Butler/Thaxton do have pledged shares) .
- Clawback: Not specifically disclosed in reviewed sections.
- Option repricing/modifications: None disclosed in reviewed sections.
- Legal proceedings/SEC investigations: Not disclosed for Bailey in reviewed filings.
- Insider selling pressure: 2024 realized value modest (3,000 options exercised; $41,130); upcoming RSU/PSU vesting cycles (2022–2024 grants) could create periodic selling windows, but PSUs depend on relative performance through 2025–2026 .
Investment Implications
- Alignment: PSU-heavy design with bank-relative ROA/earnings metrics and multi-year vesting aligns Bailey’s long-term incentives with durable profitability and peer outperformance; lack of pledging reduces alignment risk .
- Retention and CIC risk: Double-trigger 2x salary CIC protection (no gross-up) plus ongoing SERP balances provide moderate retention without excessive parachute risk; 2024 indicative CIC value for Bailey is comparatively conservative vs peers .
- Near-term flows/trading: Expect modest incremental selling pressure around annual RSU tranches and option exercises; PSU settlements in 2025–2026 are performance-contingent and could amplify or mute equity realizations depending on relative ROA/earnings outcomes .
- Execution lens: 2024 bonus attainment shows strength in earnings growth and efficiency with softer deposit growth; as President, Bailey’s incentive mix emphasizes balance sheet growth quality (NPA, net charge-offs, efficiency) and profitable expansion—key levers for TSR normalization vs broader bank indices .