Kade Matthews
FIRST FINANCIAL BANKSHARESAbout Kade L. Matthews
Independent director of First Financial Bankshares, Inc. since 1998 (27 years of service), age 67. Background spans ranching and investments, and leadership of multiple Texas charitable foundations; education includes Texas Christian University, where he is an Emeritus Trustee. Currently serves on the Board of the Bank subsidiary and on Board committees focused on compensation and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legett Foundation (TX) | President | Not disclosed | Philanthropic capital allocation; community engagement |
| Dodge Jones Legacy Foundation (Abilene) | President | Not disclosed | Philanthropy; local economic impact |
| Kickapoo Springs Foundation (Abilene) | President | Not disclosed | Philanthropy; local economic impact |
| Amarillo Area Foundation | Member (former) | Not disclosed | Regional philanthropy |
| Texas Christian University | Emeritus Trustee | Not disclosed | Governance; alumni engagement |
| MD Anderson Cancer Center | Board of Visitors | Not disclosed | Institutional advisory role |
| Clarendon College | Regent (former); Foundation President (former) | Not disclosed | Higher-ed governance; fundraising |
| First Financial Bank (subsidiary) | Director | Current | Banking oversight |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Legett Foundation | President | No | Private charitable foundation |
| Dodge Jones Legacy Foundation | President | No | Private charitable foundation |
| Kickapoo Springs Foundation | President | No | Private charitable foundation |
| MD Anderson Cancer Center | Board of Visitors | No | Advisory board |
| Texas Christian University | Emeritus Trustee | No | Higher education |
| Amarillo Area Foundation | Member (former) | No | Philanthropy |
No other public company directorships disclosed .
Board Governance
- Independence: Board determined Matthews is independent under Nasdaq standards .
- Committee assignments: Compensation Committee (member) and Risk Committee (member); neither chair role (Compensation chaired by Tim Lancaster; Risk chaired by Robert Nickles) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; directors historically attend the annual meeting .
- Lead Independent Director: Murray H. Edwards .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Stock ownership guidelines: Directors must hold stock equal to 5x annual cash retainer within five years; as of 12/31/2024, all non-employee directors except Ms. Davis were in compliance (Matthews is a long-tenured director) .
- Insider trading policy: Prohibits hedging, short sales, and holding in margin accounts; pledging may be permitted if not in margin accounts .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (paid quarterly) | $50,000 | Director fee schedule |
| Board meeting fee | $3,000 per meeting | Director fee schedule |
| Committee meeting fee | $1,500 per meeting | Director fee schedule |
| Lead Director fee | $20,000 | Not applicable to Matthews |
| Chair fees (Audit/Comp/NomGov/Risk) | $20,000 / $15,000 / $15,000 / $15,000 | Matthews is not a chair |
| Director | Fees Earned or Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Kade L. Matthews | $77,000 | $70,000 | $147,000 |
Directors received no option awards, non‑equity incentive plan compensation, pension or deferred compensation earnings, or other compensation in 2024 .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted shares (annual director grant) | Apr 23, 2024 | 2,295 | $70,000 | Vests to annual meeting (Apr 29, 2025) | Price on grant date $30.51; applies to each non-employee director (Matthews included) |
| Options | N/A | 0 | N/A | N/A | Directors did not receive options in 2024 |
No director performance-vested awards (e.g., PSUs) disclosed; non-employee director equity grants are time-based restricted shares .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None disclosed |
| Subsidiary boards | Director of First Financial Bank (subsidiary) |
| Interlocks/loans | Compensation Committee members (Matthews is a member) or related entities maintained loans from subsidiaries in 2024 on arms‑length terms, with normal risk and regulatory compliance (Reg O) |
Expertise & Qualifications
- Agriculture and wealth management experience; local economic knowledge in FFIN communities .
- Compensation and benefits and corporate governance experience through leadership positions and board service with other entities .
- Banking oversight via subsidiary board service .
Equity Ownership
| Holder/Category | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Matthews) | 1,286,404 | <1% | As of Mar 5, 2025 |
| Unvested director restricted shares | 2,295 | n/a | Vests Apr 29, 2025 |
| Rabbi Trust (deferred compensation) | 89,021 | n/a | Held in trust; excluded from “beneficially owned” count |
| Foundation holdings (Legett Foundation) | 560,000 | n/a | Matthews is president; he disclaims beneficial ownership of these shares |
| GRAT (spouse) | 355,371 | n/a | Held by spouse in a grantor retained annuity trust |
| GRAT (Matthews) | 355,371 | n/a | Held in a GRAT for benefit of Matthews |
Section 16(a) compliance: The Company believes all officers and directors timely filed required ownership reports for 2024 .
Governance Assessment
- Strengths: Independent status; long tenure with strong local networks; active roles on Compensation and Risk Committees; compliance with director ownership guidelines; clear hedging/short sale prohibitions; routine executive sessions; robust risk oversight structure .
- Alignment: Meaningful share exposure via direct holdings and GRATs, plus annual restricted share grants for directors; deferred share accumulation via Rabbi Trust supports long-term alignment .
- Potential conflicts (monitoring):
- Loans to Compensation Committee members or related entities occurred in ordinary course; arms‑length, compliant with Reg O—low risk but warrants ongoing monitoring given committee influence on pay .
- Significant foundation affiliations holding FFIN shares (560,000) where Matthews disclaims beneficial ownership; assess any voting alignment or transactions involving these entities (none disclosed) .
- Red flags: None explicit in proxy regarding attendance, hedging, pledging, or say-on-pay outcomes; directors met attendance thresholds and no delinquent filings noted .