F. Scott Dueser
FIRST FINANCIAL BANKSHARESAbout F. Scott Dueser
F. Scott Dueser is Chairman and Chief Executive Officer of First Financial Bankshares, Inc. (FFIN), having served as a director since 1991, CEO/President since 2001, and Chairman since 2008; he stepped down from the President role effective January 1, 2025 and continues as Chairman and CEO . He holds finance and accounting degrees from Texas Tech University and previously served on the Texas Tech University Board of Regents (2005–2009), chairing the board in his final two years . Age 71, Dueser has 34 years as a director and 24 years in the current CEO role, with substantial banking tenure and asset-liability management expertise . Performance context: in 2024 net income rose 12.33% to $223.51 million with diluted EPS of $1.56, ROAA 1.68% and ROE 14.51%; 1-year TSR was 21.58%, 5-year 12.53%, and 10-year 188.47% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Financial Bankshares, Inc. | CEO/President; Chairman | CEO/President since 2001; Chairman since 2008 | Led sustained earnings growth and capital discipline; strategic M&A and regional expansion |
| First Financial Bank (subsidiary) | CEO/President; Chairman | CEO/President 1991–2001; resumed Chairman/CEO effective Dec 30, 2012 | Deep lending, ALM oversight; operational leadership across regions |
| First Financial Trust & Asset Management Co. | Chairman & CEO | Through 2024 (Bank trust arm board; Company CEO now) | Grew trust AUM and fee base; enhanced wealth management footprint |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Texas Tech University | Board of Regents; Chair | 2005–2009 (Chair last two years) | Governance leadership; higher-ed oversight |
| Breck Minerals LP | Director | Current | Privately held oil & gas; sector expertise |
| Recognition | Various awards | 2006, 2009, 2013, 2019 | Abilene Outstanding Citizen (2009); Distinguished Alumni awards (TTU Alumni 2019; Rawls 2006; SMU SWGSB 2013) |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,121,392 | 1,171,875 | 1,181,250 |
| Stock Awards ($) | 980,986 | — (declined) | 980,989 |
| Option Awards ($) | 283,636 | — (declined) | 245,245 |
| Non-Equity Incentive ($) | 573,750 | — (declined) | 974,531 |
| Change in Pension/Deferred ($) | 97,288 | 45,583 | 113,897 |
| All Other Comp ($) | 32,535 | 22,350 | 56,088 |
| Total ($) | 3,089,587 | 1,239,808 | 3,552,000 |
Additional fixed comp details:
- 2025 base salary approved at $1,205,000 (effective March 1, 2025) .
- 2024 “All Other Compensation” breakdown includes profit sharing contributions $38,088 and 401(k) match $13,800 plus club dues; totals presented above .
- SERP contributions are reported within “Change in Pension Value and Nonqualified Deferred Compensation Earnings”; company-wide SERP contributions totaled $391,000 in January 2025 for 2024 participants .
Performance Compensation
Short-term incentive (2024) – CEO metrics, weighting, targets, actuals, and payout:
| Metric | Weight | Target | Actual | Payout ($) |
|---|---|---|---|---|
| Earnings Growth | 40% | 9.00% | 9.48% | 425,250 |
| Total Loan Growth | 25% | 11.50% | 10.69% | 236,250 |
| Total Deposit Growth | 25% | 8.00% | 5.66% | 206,719 |
| Efficiency Ratio | 10% | 47.50% | 47.23% | 106,313 |
| Total Cash Bonus | — | — | — | 974,531 (82.5% of base) |
Long-term incentives (2024 grants):
| Award Type | Grant Date | Units / Options (#) | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | Aug 14, 2024 | 14,271 | — | 33.3% per year over 3 years | Dividend equivalents accrue; paid upon vesting |
| PSUs (target) | Aug 14, 2024 | 14,271 (Threshold 3,568; Max 28,542) | — | Cliff at 3 years; relative ROAA vs $10–$50B bank peers | 100% weighting to adjusted ROAA percentile; 200% payout at ≥80th percentile |
| Stock Options | Aug 14, 2024 | 24,623 | $34.37 | 33.3% per year; 10-year term | Accelerates on change-of-control; cancelled for cause; subject to clawback |
Recent PSU settlement: 2022–2024 PSUs settled at 150% of target (50% EPS growth, 50% ROAA vs peers; ~60th percentile EPS growth and ~90th percentile ROAA) .
Governance and controls over incentives:
- Compensation Recovery Policy (clawback) updated in July 2023 applies to incentive-based compensation upon accounting restatement; covers Section 16 officers and key leaders .
- No hedging or short sales permitted; pledging allowed only outside margin accounts under policy .
Equity Ownership & Alignment
Beneficial ownership and alignment (as of March 5, 2025):
| Item | Shares (#) | Notes |
|---|---|---|
| Total beneficially owned | 1,644,230 | 1.15% of shares outstanding |
| Family limited partnerships | 471,004 and 408,310 | Manager/GP; disclaims beneficial ownership with respect to 353,253 and 291,125 shares, respectively |
| Trusts | 513,608 | Trustee/settlor/beneficiary |
| ESOP (indirect) | 222,869 | Participant has sole voting power |
| SERP (indirect) | 26,558 | Supplemental plan holdings |
| Options exercisable | 19,616 | Exercisable within 60 days of March 5, 2025 |
| Unvested RSUs | 17,735 | 2022 & 2024 grants excluded from beneficial total |
| Unvested PSUs | 24,665 | 2022 & 2024 grants excluded from beneficial total |
| Pledging status | — | No pledging disclosed for Dueser; policy permits pledging outside margin accounts; Butler and Thaxton had pledged shares (154,729 and 53,097) |
| Stock ownership guideline | 5x base salary for CEO; 3x for other executives | Achieve within 5 years; company may deliver bonuses as equity or restrict sales until guidelines met |
Employment Terms
- Agreements: Executive Recognition agreements (no employment agreements) renewed July 1, 2024; term through June 30, 2026; auto-renew for two years unless terminated; extend two years after a change in control .
- Change-in-control: Double trigger; severance equals 300% of base salary for CEO (others 200%) plus prorated target bonus and unused PTO; subject to 280G cutback if more favorable on net .
- Estimated CEO severance at 12/31/2024: $3,543,750 cash; $1,569,887 value from accelerated equity vesting (assumed stock at $36.05) .
- Equity agreements: Noncompetition and non-solicitation covenants required for RSUs/PSUs/options; clawback provisions embedded since 2017 for options and in current equity awards .
Performance & Track Record
Financial and TSR context:
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($mm) | 198.98 (derived from +$24.53mm YoY increase to $223.51mm) | 223.51 |
| Diluted EPS ($) | 1.39 | 1.56 |
| ROAA (%) | — | 1.68 |
| ROE (%) | — | 14.51 |
| Net Interest Margin (tax-equivalent, %) | — | 3.50 |
| Efficiency Ratio (%) | — | 47.23 |
TSR vs indices (periods ordered oldest→newest):
| Horizon | 10-Year | 5-Year | 3-Year | 1-Year |
|---|---|---|---|---|
| FFIN TSR (%) | 188.47 | 12.53 | (24.56) | 21.58 |
| KBW Nasdaq Regional Banks (%) | 100.33 | 30.90 | 4.94 | 13.20 |
| S&P 500 (%) | 242.54 | 97.02 | 29.29 | 25.02 |
| S&P 500 Financials (%) | 195.24 | 73.90 | 31.00 | 30.56 |
| S&P U.S. BMI Banks (%) | 151.42 | 43.68 | 21.14 | 33.88 |
Industry recognition: Forbes ranked First Financial Bank #3 nationally in Feb 2025; S&P Global ranked FFIN #7 nationally in 2024 .
Board Governance
- Roles and independence: Dueser is Chairman and CEO (non-independent). Board mitigates dual-role risks via an empowered Lead Independent Director (Murray H. Edwards), independent committee chairs, and regular executive sessions without management .
- Committees: Executive (Dueser Chair); Audit (independent; Copeland Chair); Compensation (independent; Lancaster Chair); Nominating/Corporate Governance (independent; Edwards Chair); Risk (independent; Nickles Chair) .
- Attendance: All directors attended at least 75% of board and committee meetings in 2024 .
- Board composition: Majority independent; diversity matrix and independence determinations disclosed; Dueser specifically noted as non-independent under Nasdaq rules .
Director Compensation
Schedule (non-employee directors; executives receive no director fees for board service):
| Description | Annual ($) |
|---|---|
| Cash Retainer (paid quarterly) | 50,000 |
| Restricted Share Grant | 70,000 |
| Board Meeting Fee | 3,000 |
| Committee Meeting Fee | 1,500 |
| Lead Director Fee | 20,000 |
| Chair Fees – Audit | 20,000 |
| Chair Fees – Compensation | 15,000 |
| Chair Fees – Nominating/Corp Gov | 15,000 |
| Chair Fees – Risk | 15,000 |
2024 director grant mechanics: Annual RS grants (e.g., 2,295 shares in April 2024 at $30.51, vest at 2025 meeting); Rabbi Trust holds director deferred shares; no options or non-equity incentive comp for directors in 2024 .
Compensation Peer Group
The Compensation Committee benchmarks CEO and NEO pay against regional banks (assets, geography, operations), including FB Financial, Hilltop, Home Bancshares, Independent Bank Group, International Bancshares, National Bank Holding, Origin Bancorp, Prosperity Bancshares, Renasant, ServisFirst, Simmons First, Southside, Stellar Bancorp, Trustmark, Veritex (full list in proxy) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 98.9% approval in 2024; annual advisory vote maintained .
- Consultant: Pearl Meyer engaged by the Compensation Committee; independence assessed, no conflicts identified; ongoing shareholder outreach .
Insider Trading, Hedging & Pledging
- Policy: Prohibits derivatives and short sales; prohibits margin accounts; pledging may be permitted outside margin accounts per policy. No hedging by executive officers; clawback policy operative .
Equity Award Practices
- Annual equity awards typically granted around mid-August; exercise prices set at closing price; awards not timed around material nonpublic disclosures; blackout avoidance policy observed .
Investment Implications
- Alignment: High insider ownership (1.15%) plus ESOP/SERP interests and ongoing RSU/PSU vesting align CEO with shareholders; strong say-on-pay support reduces governance overhang .
- Incentive quality: Cash bonus strictly tied to quantifiable growth, efficiency, and asset quality metrics; long-term equity weighted to ROAA vs a peer set fosters disciplined returns; recent PSUs settled at 150% signals execution strength but also implies incremental share issuance upon vesting (potential supply near settlement windows) .
- Retention and change-in-control: Double-trigger mechanics and a 3x salary severance create retention and stability; absence of employment contracts with non-compete primarily tied to equity awards reduces post-termination restrictions but clawbacks and committee discretion provide guardrails .
- Risk flags: Pledging is permitted under policy but no pledges disclosed for Dueser; related-party and Section 16 compliance indicate timely filings; governance mitigants include independent committees and lead director structure offsetting CEO/Chair dual role .
The data above comes from FFIN’s 2025 and 2023 DEF 14A proxy statements and related disclosures; all metrics, amounts, and policies are cited to those documents.