Geoff Haney
FIRST FINANCIAL BANKSHARESAbout Geoff Haney
Geoff Haney (age 45) is a new nominee to the First Financial Bankshares, Inc. Board; he has served since 2018 as lead director on First Financial Bank’s Abilene Region advisory board, and is currently Dean of the School of Business at McMurry University in Abilene, Texas . He previously was CEO and partner of Cape & Son, a privately held firm operating across agricultural commodity markets and railroad transloading, until its sale in 2021; his education includes Texas Tech University and Royal Agricultural University (England) . The Board determined Mr. Haney is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cape & Son (private) | CEO and Partner | Until sale in 2021 | Led operations in agricultural commodities and railroad transloading (crude oil, aggregates, frac sand, steel, wind-energy components, lumber, heavy machinery) |
| First Financial Bank (Abilene Region advisory board) | Lead Director | 2018–present | Directors’ Loan Committee; advisory member of asset-liability committee (ALCO) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McMurry University (Abilene, TX) | Dean, School of Business | Current | Academic leadership and business education |
| Charitable foundations (several) | Board leadership roles | Current | Community leadership; honored with 2024 Abilene Volunteer Service Award |
Board Governance
- Independence: Independent director nominee under Nasdaq standards; all committees other than Executive are composed solely of independent directors .
- Board attendance: In 2024, each Company director attended at least 75% of Board and committee meetings; Mr. Haney was not yet a Company director in 2024 .
- Minimum shareholdings: Directors must hold Company shares equal to 5x annual cash retainer within five years of first election; phase-in applies and non-compliance may result in equity in lieu of fees and sale restrictions .
- Lead Independent Director framework: Independent lead director chairs executive sessions, approves agendas, liaises with shareholders and independent directors, and enhances oversight given combined Chair/CEO structure .
- Risk oversight: Board risk governance spans credit, interest rate, cybersecurity, liquidity, operational and strategic risk; Risk Committee met five times in 2024 .
Fixed Compensation
| Component | Amount / Design | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 (paid quarterly) | Directors may elect to defer fees into a nonqualified “Rabbi Trust” that buys Company shares . |
| Board Meeting Fee | $3,000 per meeting | Subsidiary and regional advisory boards also pay meeting fees . |
| Committee Meeting Fee | $1,500 per meeting | |
| Lead Director Fee | $20,000 | |
| Chair Fees | Audit $20,000; Compensation $15,000; Nominating/Governance $15,000; Risk $15,000 | |
| Director Equity (annual restricted share grant) | $70,000; 2,295 shares granted 4/23/2024 to non-employee directors (closing price $30.51); vests at 2025 meeting (4/29/2025). Ms. Davis received 1,398 pro-rata shares on 5/20/2024 at $37.56 with same vest date | Non-employee directors do not participate in profit sharing or other benefit plans; travel reimbursed . |
Mr. Haney was a Company director nominee for 2025 and did not receive 2024 Company director compensation; he did receive fees as an advisory board director at subsidiaries/advisory boards (these are included when applicable in director totals, but Mr. Haney is not listed among 2024 Company directors) .
Performance Compensation
- Director equity at FFIN is time-based restricted shares (no director PSUs/options disclosed for non-employee directors); dividends accrue on unvested units and are paid upon vesting for equity grants described, with voting limited per plan design .
- Executive long-term incentives (for oversight context): PSUs and options are granted to executives; PSUs vest based on ROAA percentile vs peers (100% ROAA weighting for 2024 grants), with 0–200% payout; options vest 33.3% per year over 3 years with 10-year term and clawbacks; RSUs vest 33.3% per year .
| Director Equity Grant Design (Non-employee Directors) | Grant Date | Shares / Value | Vesting | Notes |
|---|---|---|---|---|
| Annual restricted share grant | 4/23/2024 | 2,295 shares; $70,000 value; price $30.51 | Time-based to 4/29/2025 | Ms. Davis pro-rata 1,398 shares at $37.56 on 5/20/2024 with same vest date |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Mr. Haney . |
Expertise & Qualifications
- Agriculture, accounting, lending, and financial skills suited to oversight of financial reporting, enterprise and operational risk management .
- Leadership in advisory bank governance (loan committee, ALCO) indicates direct experience with credit risk and asset-liability management .
- Academic and community leadership (Dean; charitable foundations; 2024 Abilene Volunteer Service Award) .
Equity Ownership
| Ownership Category | Shares | Percent of Outstanding | Notes |
|---|---|---|---|
| Beneficial ownership (direct/indirect) | 19,873 | ~0.014% (calc: 19,873 ÷ 142,983,467) | Shares outstanding at record date: 142,983,467 . |
| Rabbi Trust (deferred compensation) | 2,033 (excluded from beneficial ownership table totals) | — | Directors may defer fees; Rabbi Trust held 484,906 shares across directors/nominees as of 3/5/2025 . |
| Unvested director restricted shares | None disclosed for Mr. Haney (new nominee) | — | 2024 annual director grants applied to then-seated directors; Ms. Davis pro-rata grant exception . |
| Pledged shares | None disclosed for Mr. Haney | — | Insider policy prohibits margin accounts; limited pledging permitted with conditions . |
Calculation note: Percent ownership computed using disclosed beneficial shares (19,873) and total shares outstanding (142,983,467) . The proxy marks Mr. Haney’s ownership as “<1%”; exact percent is not directly disclosed .
Governance Assessment
- Board effectiveness and alignment: Independent status, advisory board leadership (loan committee, ALCO), and academic credentials indicate relevant risk and oversight expertise for Board service; ownership stake plus Rabbi Trust participation signals some alignment, though initial stake is modest given director guidelines require 5x cash retainer within five years after election .
- Compensation structure and conflicts: Director pay mix balances cash and time-based equity; Pearl Meyer engaged since 2020 as independent compensation consultant for executives and outside directors with no conflicts identified—supportive of governance quality .
- Related-party exposure: FFIN discloses insider lending controls under Regulation O; loans to directors and related entities must be on market terms, with regulator scrutiny; no specific related-party transactions or red flags disclosed for Mr. Haney .
- Shareholder signals: 2024 say-on-pay support was 98.9%, suggesting broad investor confidence in compensation governance; Board committees met regularly (Risk: 5x; Audit: 6x) reinforcing oversight cadence .
- Red flags: No pledging/hedging by Mr. Haney disclosed; no attendance concerns applicable yet; no related-party issues flagged; overall, low governance risk based on disclosures .
Overall implication: Mr. Haney’s credit and ALCO experience, coupled with independence and community/academic leadership, should enhance risk oversight and stakeholder engagement. Monitoring initial committee assignments and progression toward ownership guideline compliance will be key to assessing alignment depth post-election .