Johnny Trotter - Director | FIRST FINANCIAL BANKSHARES (FFIN) Executive Profile & Compensation

About Johnny E. Trotter

Independent director since 2003; age 73; based in Hereford, Texas. President of Livestock Investors, LTD (one of the largest U.S. cattle feeders), with additional operating roles in real estate, auto retail, and transportation; appointed to the Texas Animal Health Commission and formerly served as president of the American Quarter Horse Association (AQHA). Serves on First Financial Bankshares’ Compensation, Executive, and Nominating/Corporate Governance Committees; determined independent under Nasdaq rules; attended at least 75% of Board and committee meetings in 2024 .

Past Roles

Organization	Role	Tenure/Date	Committees/Impact
Livestock Investors, LTD	President & CEO	Ongoing	Leadership and risk/operations expertise; major cattle feeder scale
Deaf Smith Enterprises LLC	Officer	Ongoing	Real estate operations; risk and strategic planning
Whiteface Ford (Hereford, TX)	President	Ongoing	Auto retail operations; local market insights
Panhandle Express Transportation (Hereford, TX)	Officer/Co-owner	Ongoing	Transportation operations; lending/asset management perspective
American Quarter Horse Association	Director; became President	Became President Mar 2014	National industry governance; stakeholder engagement

External Roles

Organization	Role	Sector	Notes
First United Bank (Dimmitt, TX)	Director	Banking	Unaffiliated bank; potential competitive overlap with FFIN; Trotter remains independent under Nasdaq rules
Texas Animal Health Commission	Appointee	State Regulatory	Appointment by Governor Abbott; livestock health/public policy exposure
FFIN – Hereford Region	Advisory Director	Banking	Regional advisory engagement; local credit/market insights

Board Governance

Committee memberships: Compensation; Executive; Nominating/Corporate Governance (all independent committees; Executive chaired by CEO) .
Independence: Board determined Trotter independent under Nasdaq rules .
Attendance: All directors attended ≥75% of Board and committee meetings in 2024; all directors attended 2024 annual meeting .
Committee meeting cadence (Trotter’s committees):
- Executive: 4 meetings in 2024; 1 in Jan 2025 .
- Nominating/Corporate Governance: 2 in 2024; 1 in Jan 2025 .
- Compensation: 5 in 2024; 2 in Jan 2025; 1 in Mar 2025 .

Fixed Compensation

Metric	2023	2024
Fees Earned or Paid in Cash ($)	$84,800	$82,350
Total Cash (%)	54.8% (of total)	54.0% (of total)
Notes	Includes Board/committee fees; subsidiary/advisory board meeting fees; no options, pensions, or other comp in year	Same structure; no options, pensions, or other comp in year

Performance Compensation

Equity Grant Detail	2024
Annual Restricted Share Grant (RS)	$70,000 grant; 2,295 shares issued on Apr 23, 2024 at $30.51; vests at 2025 shareholder meeting (Apr 29, 2025)
Vesting/Dividend Treatment	RS includes dividend equivalent rights distributable upon vesting; no voting rights before vest
Equity Mix Policy	Non-employee directors receive annual restricted shares; no options granted to directors in 2024

Other Directorships & Interlocks

Entity	Relationship to FFIN	Potential Interlock/Conflict Consideration
First United Bank (Dimmitt, TX)	Unaffiliated competitor bank	Competitive overlap potential; FFIN Board maintains independence assessment per Nasdaq; committee charters/controls mitigate conflicts
Loans/Banking Relationships	Ordinary course lending by subsidiaries to certain committee members/related entities	Compensation Committee disclosed member loans in ordinary course, arms-length; no unfavorable features; Regulation O compliance

Expertise & Qualifications

Leadership in large-scale livestock operations; risk management and operations expertise; strategic planning across agriculture and auto sectors .
Banking governance experience (FFIN Board/committees; regional advisory roles; director at First United Bank) adding lending/investment perspective .
Community recognition and industry governance (AQHA presidency; state commission appointment) indicating stakeholder engagement and policy insight .

Equity Ownership

Item	Amount	Date/Notes
Total Beneficial Ownership (common shares)	1,011,371	As of Mar 5, 2025; includes spouse holdings
Percent of Shares Outstanding	<1% (*)	Based on 142,983,467 shares outstanding
Spouse Holdings	68,000	Included in beneficial total
Unvested Restricted Shares (Director RS)	2,295	Granted Apr 23, 2024; vests Apr 29, 2025
Deferred Compensation “Rabbi Trust” (director deferrals)	81,296 shares	Not counted in beneficial table total; held in trust

Governance Assessment

Strengths:
- Independent status, multi-committee service, and solid attendance underpin Board effectiveness; governance structures (lead independent director; independent committees) provide oversight .
- Strong ownership alignment via substantial personal shareholdings and compliance with director stock ownership guidelines (5× annual cash retainer minimum) .
- Transparent director pay structure (cash retainer + restricted shares) with simple vesting; no options or pensions for directors; clawback framework applies across Company programs .
Potential RED FLAGS / Monitoring Items:
- External bank directorship (First United Bank) presents possible competitive information-flow risks; mitigants include independence assessment and committee charters; monitor for any related-party credit exposure beyond ordinary course .
- Committee members (including Compensation) or related entities may have loans with subsidiaries—disclosed as arms-length and normal risk; continue oversight for Regulation O compliance .
Compensation Mix Signal (2024): $82,350 cash vs $70,000 equity indicates balanced incentive alignment (~54% cash / 46% equity), reinforcing shareholder alignment without excessive guaranteed pay .
Engagement: Service on regional advisory boards and multiple committees suggests active involvement in credit/risk and nominations processes; meeting cadence supports ongoing oversight .