David Copeland
FIRST FINANCIAL BANKSHARESAbout David L. Copeland
David L. Copeland (age 69) is an independent director of First Financial Bankshares, Inc. (FFIN) since 1998, based in Abilene, Texas. He chairs the Audit Committee and is designated an SEC “audit committee financial expert,” bringing CPA and CFA credentials and deep investment, accounting, and financial skills to oversight of financial reporting and risk. He is President of Shelton Family Foundation and SIPCO, Inc. (Andrew B. Shelton family management/investment company), and previously served as a director of Harte-Hanks, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Financial Bank, Abilene Region | Advisory Director | 1993–2024 | Regional board service supporting lending oversight; pipeline for Company directors |
| Harte-Hanks, Inc. (public company) | Director | Prior (dates not disclosed) | Public company board experience; governance and operations perspective |
| First Financial Bank (subsidiary of FFIN) | Director | Current | Aligns bank-level oversight with holding company board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shelton Family Foundation (private foundation) | President | Ongoing | Philanthropy leadership; community ties in Texas footprint |
| SIPCO, Inc. (family management/investment) | President | Ongoing | Investment management; finance and administration expertise |
Board Governance
- Committee assignments: Audit (Chair; designated “financial expert”), Executive (Member), Risk (Member), Nominating/Corporate Governance (Member). The Audit Committee met 6 times in 2024 (and once each in January and February 2025); Risk met 5 times in 2024; Nominating met 2 times in 2024; Executive met 4 times in 2024.
- Independence: Board determined Copeland is independent under Nasdaq standards; all non-employee directors on key committees are independent.
- Attendance and engagement: The Board has four regularly scheduled meetings per year; each director attended at least 75% of Board and applicable committee meetings in 2024; independent directors meet in executive session at each regular Board meeting.
- Lead Independent Director context: The Company mitigates combined Chair/CEO structure via an empowered Lead Independent Director (Mr. Edwards) and fully independent key committees.
Fixed Compensation
- Structure for non-employee directors (2024): annual cash retainer $50,000; annual restricted share grant $70,000; Board meeting fee $3,000; committee meeting fee $1,500; chair fees—Audit $20,000; Compensation $15,000; Nominating/Governance $15,000; Risk $15,000. Directors may defer cash fees into a “Rabbi Trust” that purchases FFIN shares on-market.
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David L. Copeland | 116,750 | 70,000 | 186,750 |
- Restricted share grant mechanics: On April 23, 2024, each non-employee director (other than Ms. Davis) received 2,295 restricted shares valued at $70,000 at a closing price of $30.51; these vest at the 2025 annual meeting (April 29, 2025).
Performance Compensation
- Non-employee director pay is not performance-based; directors did not receive options, non-equity incentive plan compensation, pension or deferred compensation earnings, or other compensation in 2024. Equity grants are time-based restricted shares; no PSU/option awards to directors in 2024.
| Grant Date | Shares | Grant Price ($) | Fair Value ($) | Vest Date |
|---|---|---|---|---|
| 4/23/2024 | 2,295 | 30.51 | 70,000 | 4/29/2025 |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Harte-Hanks, Inc. | Director | Prior | Publicly traded targeted marketing company; dates not disclosed in FFIN proxy |
| First Financial Bank (subsidiary) | Director | Current | Aligns subsidiary oversight with holding company governance |
- No other current public company directorships for Copeland are disclosed in the FFIN 2025 proxy.
Expertise & Qualifications
- Credentials: Certified Public Accountant (CPA) and Chartered Financial Analyst (CFA). Designated “audit committee financial expert” by the Board under SEC rules.
- Skills: Investment, accounting, and financial oversight; enterprise and operational risk management; corporate governance.
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 284,686 | Includes 241,336 shares held by trusts where Copeland is trustee/co-trustee; he disclaims beneficial ownership of those trust shares |
| Percent of Shares Outstanding | <1% | Based on 142,983,467 shares outstanding as of March 5, 2025 |
| Unvested Restricted Shares | 2,295 | Granted under 2021 Omnibus Plan; vest April 29, 2025 |
| Rabbi Trust (deferred fees) | 94,566 (excluded from “beneficially owned” line) | Director fee deferrals purchase FFIN stock on-market into Rabbi Trust |
| Pledged Shares | None disclosed for Copeland | Company policy prohibits margin accounts and derivatives; pledging may be permitted if not in margin accounts |
| Ownership Guidelines | Met | Directors must hold ≥5× annual cash retainer; all non-employee directors except Ms. Davis met guidelines as of 12/31/2024 |
Governance Assessment
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Board effectiveness and oversight: Copeland’s long tenure, independence, and CPA/CFA credentials, combined with Audit Chair responsibilities and SEC “financial expert” designation, strengthen financial reporting integrity and risk oversight. The Audit Committee is fully independent and active (six meetings in 2024).
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Attendance and engagement: Meets the Company’s threshold (≥75%); independent director executive sessions occur at each regular meeting, supporting robust oversight.
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Pay and alignment: Director pay structure blends cash with annual restricted share grants; Copeland also defers fees into the Rabbi Trust, increasing ongoing exposure to shareholder outcomes. Ownership guidelines (≥5× cash retainer) are met, bolstering alignment.
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Related-party/conflict controls: Ordinary-course lending to insiders/family affiliates is subject to Regulation O and internal procedures, with arms-length terms; Audit Committee reviews related-party transactions. No adverse-related party classifications reported.
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Policy safeguards: Prohibitions on hedging, short sales, and margin accounts; limited pledging permitted only outside margin accounts; compensation clawback policy for executives in case of restatements; independent Compensation Committee with external consultant (Pearl Meyer). Although executive-focused, these practices indicate governance rigor valued by investors.
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Shareholder support context: 2024 say-on-pay received 98.9% approval, signaling broad confidence in compensation governance; while not director-specific, it informs investor sentiment towards the Company’s governance framework.
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RED FLAGS: None disclosed specific to Copeland—no pledging flagged, no related-party transactions beyond ordinary-course Regulation O-compliant lending; attendance above minimum; independent status affirmed. Continue monitoring Form 4 filings for any hedging/pledging or unusual transactions. Note: Attempt to fetch 2024–2025 Copeland Form 4s via Insider Trades skill failed due to authorization error; proxy-based ownership data used.