Eli Jones
FIRST FINANCIAL BANKSHARESAbout Eli Jones
Eli Jones, Ph.D. (age 63), is an independent director of First Financial Bankshares, Inc. (FFIN) based in Montgomery, Texas; he has served on the Board since 2022 and is a member of the Compensation Committee. Jones is Professor of Marketing, the Lowry and Peggy Mays Eminent Scholar, and Dean Emeritus of Mays Business School at Texas A&M University; he previously served as Dean at the University of Arkansas’ Sam M. Walton College of Business and LSU’s E.J. Ourso College of Business, and earlier worked in sales and sales management for three Fortune 500 companies. He also serves on the boards of Insperity, Inc., Invesco Funds, and the American Marketing Association, and has extensive recognition in sales and marketing academia with 10,000+ citations of his publications. His public company experience and marketing/sales expertise are core credentials for his governance role at FFIN .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas A&M University – Mays Business School | Dean; Dean Emeritus; Lowry & Peggy Mays Eminent Scholar; Professor of Marketing | Not disclosed | Leadership of flagship business school; executive education and global programs |
| University of Arkansas – Sam M. Walton College of Business | Dean; Sam M. Walton Leadership Chair | Not disclosed | Strategic and academic leadership at flagship business school |
| Louisiana State University – E.J. Ourso College of Business | Dean; E.J. Ourso Distinguished Professor | Not disclosed | Strategic and academic leadership at flagship business school |
| Fortune 500 global companies | Sales and sales management roles | Pre-academic career | Corporate sales execution and management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insperity, Inc. (NYSE: NSP) | Director | Current | Committee roles not disclosed |
| Invesco Funds | Director | Current | Committee roles not disclosed |
| American Marketing Association (AMA) | Director | Current | Committee roles not disclosed |
Board Governance
- Independence: The Board determined Eli Jones to be independent under Nasdaq listing standards .
- Committee assignments: Compensation Committee member; not the chair (Compensation Committee chair is Tim Lancaster) .
- Board meetings and attendance: The Board has four regularly scheduled meetings per year; each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Lead Independent Director: Murray H. Edwards serves as Lead Independent Director with defined authorities (agenda approval, liaison role, executive session chair) .
- Stock ownership guidelines (directors): Required minimum holdings equal to 5× annual cash retainer; on December 31, 2024, each non-employee director except Ms. Davis met the guidelines (Jones is in compliance) .
- Insider trading/hedging/pledging policy: Directors are prohibited from short sales and derivative trading in FFIN stock; pledging may be permitted in limited circumstances provided shares are not held in a margin account .
Fixed Compensation
Director Fee Structure (2024)
| Component | Annual/Per-Meeting | Amount ($) |
|---|---|---|
| Annual cash retainer (paid quarterly) | Annual | 50,000 |
| Annual restricted share grant | Annual | 70,000 |
| Board meeting fee | Per meeting | 3,000 |
| Committee meeting fee | Per meeting | 1,500 |
| Lead Director fee | Annual | 20,000 |
| Chair fee — Audit | Annual | 20,000 |
| Chair fee — Compensation | Annual | 15,000 |
| Chair fee — Nominating/Governance | Annual | 15,000 |
| Chair fee — Risk | Annual | 15,000 |
Eli Jones – Director Compensation (2024)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 70,000 | 70,000 | 140,000 |
- Restricted share annual grant details: On April 23, 2024, each non-employee director received 2,295 restricted shares; grant valued at the $30.51 closing price, vesting through the April 29, 2025 shareholder meeting .
- No options or performance-based pay for directors: In 2024, directors did not receive option awards, non-equity incentive compensation, pension or deferred compensation earnings, or other compensation .
Performance Compensation
- Not applicable to FFIN non-employee directors; no performance-based director incentives disclosed for 2024 (no options, PSUs, or cash performance bonuses) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | Insperity, Inc.; Invesco Funds |
| Committee interlocks | No reciprocal compensation committee interlocks with other companies; some Compensation Committee members (or related entities) maintained loans from FFIN subsidiaries in 2024, all on arms-length terms consistent with Regulation O |
| Related party loans policy | Insider loans are subject to strict Federal Reserve Act Sections 22(g)/22(h) and Regulation O requirements; ordinary course terms, normal risk, regulator oversight |
Expertise & Qualifications
- Senior academic leadership across three flagship business schools; Professor of Marketing with significant scholarly impact (10,000+ citations) .
- Deep marketing and sales experience, including prior Fortune 500 sales management roles, and broad executive education delivery across multiple international geographies .
- Public company governance experience (Insperity, Invesco Funds) and recognition by AMA/Society for Marketing Advances/Academy of Marketing Science; noted as an influential corporate director by Savoy magazine .
Equity Ownership
| Category | Quantity | Notes |
|---|---|---|
| Shares beneficially owned | 7,309 | Less than 1% of outstanding shares |
| Unvested restricted shares (as of Mar 5, 2025) | 2,295 | Annual director grant vesting at 2025 meeting |
| Deferred shares in “Rabbi Trust” | 6,863 | Fees deferred and invested in FFIN common shares; excluded from beneficial holdings table |
| Director ownership guideline compliance | Met | Minimum 5× cash retainer; compliance as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent status; active role on the Compensation Committee; solid attendance; compliance with robust director stock ownership guidelines; balanced director pay mix (50% cash/50% equity) aligning incentives with shareholder value .
- Oversight quality: Independent committees and regular executive sessions support objectivity; Lead Independent Director structure adds checks given combined Chair/CEO roles .
- Potential conflicts and mitigants: Disclosure notes that certain Compensation Committee members (or related entities) maintained loans from FFIN subsidiaries in 2024; however, these are on market terms and subject to Regulation O with audit/board oversight, reducing conflict risk .
- Policies signaling alignment: Prohibitions on hedging/short sales; controlled pledging; fee deferrals into the Rabbi Trust increase long-term share ownership for directors .
RED FLAGS to monitor:
- Committee-member loans from bank subsidiaries, even when compliant with Regulation O, warrant continued monitoring for optics and potential perceived conflicts, particularly within the Compensation Committee that sets executive/director pay .