Michelle Hickox
FIRST FINANCIAL BANKSHARESAbout Michelle Hickox
Executive Vice President and Chief Financial Officer at First Financial Bankshares, Inc. since January 2023; age 57 as of March 5, 2025; CPA; Texas A&M University graduate and trustee of the 12th Man Foundation. Previously CFO of Independent Bank Group (IBTX) through its 2013 IPO and ten acquisitions; former audit partner at RSM US LLP, serving financial institutions in Texas . During her tenure, FFIN’s 2024 net income rose 12.33% to $223.5 million with ROA 1.68% and ROE 14.51%; 2024 TSR was 21.58% while 3-year TSR was -24.56% amid sector volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bank Group, Inc. (IBTX) | EVP & CFO | 2012–2022 | Led IBTX through 2013 IPO; key role in 10 acquisitions, scaling to ~$18B assets . |
| RSM US LLP (Dallas) | Audit Partner | Pre-2012 | Served Texas financial institutions; deep public company accounting expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas A&M University 12th Man Foundation | Trustee | Not disclosed | Governance oversight; alumni network and fundraising exposure . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|
| Base Salary ($) | $597,545 | $620,000 | $630,000 (effective Mar 1, 2025) |
| SERP Contribution ($) | $16,576 | $45,548 | — |
| Profit Sharing ($) | $4,950 | $38,088 | — |
| 401(k) Match ($) | $13,200 | $13,800 | — |
| Country Club Dues ($) | Included in “All Other” | Included in “All Other” | — |
| All Other Compensation ($) | $22,350 | $56,088 | — |
| Signing/Relocation Bonus ($) | $62,677 (signing $50,000; relocation $12,677) | — | — |
Performance Compensation
Short‑Term Incentive (STIP – Cash Bonus)
| Metric | Target (% of Salary) | Target ($) | Actual (% of Salary) | Actual ($) | Actual/Target (%) |
|---|---|---|---|---|---|
| Annual performance goals (CFO metrics) | 60% | $372,000 | 52.5% | $325,500 | 87.5% |
Committee set metrics “generally controllable” by each NEO to drive shareholder value; payout scales up to 110% of salary target .
Equity Awards (Grant Structure and Vesting)
| Award Type | Grant Date | Shares/Units Outstanding | Vesting Schedule | 2024 Year‑End Value ($) |
|---|---|---|---|---|
| RSUs | 08/16/2023 | 2,708 units | Time‑based; vests one‑third annually over 3 years; dividend equivalents; no voting rights | $97,623 (market value) |
| PSUs (2023 cycle) | 08/16/2023 | 8,126 units (max potential) | 3‑yr performance to 12/31/2025; metrics: earnings growth 50%, ROA 50%; up to 200% vesting | $292,942 (market value) |
| Stock Options | 08/16/2023 | 4,763 ex / 9,526 unex | 2021 Plan options vest ratably over 5 years; $29.53 strike; exp 08/16/2033 | — |
| RSUs | 08/14/2024 | 3,607 units | Time‑based; one‑third annually over 3 years | $130,032 (market value) |
| PSUs (2024 cycle) | 08/14/2024 | 7,214 units (max potential) | 3‑yr performance to 12/31/2026; metric: ROA 100%; up to 200% vesting | $260,065 (market value) |
| Stock Options | 08/14/2024 | 12,452 unex | $34.37 strike; exp 08/14/2034; 2021 Plan vest 5‑yr ratable | — |
PSUs granted in 2022 (company‑wide) matured on 12/31/2024 with earnings growth 50% and ROA 50%; vesting settled in Q1 2025 after peer comparison determination .
Summary Compensation Table Extract
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | $597,545 | $620,000 |
| Bonus (signing/relocation) | $62,677 | — |
| Stock Awards | $239,960 | $247,945 |
| Option Awards | $120,028 | $124,022 |
| Non‑Equity Incentive (STIP) | $31,000 | $325,500 |
| SERP (change in pension value & NQDC) | $16,576 | $45,548 |
| All Other | $22,350 | $56,088 |
| Total | $1,090,136 | $1,419,103 |
Equity Ownership & Alignment
| As‑of Date | Beneficially Owned Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Feb 28, 2024 | 13,338 | <1% | Includes ESOP and plan shares; excludes RSUs/PSUs from Omnibus Plan . |
| Mar 5, 2025 | 21,711 | <1% | Address of record: 400 Pine St, Abilene, TX . |
Pledging: Proxy footnotes disclose pledging by Butler and Thaxton; no pledging disclosed for Hickox .
Outstanding Equity (Dec 31, 2024)
| Type | Grant | Exercisable | Unexercisable | Strike | Expiration | Unvested Units | Market Value ($) |
|---|---|---|---|---|---|---|---|
| Options | 08/16/2023 | 4,763 | 9,526 | $29.53 | 08/16/2033 | — | — |
| Options | 08/14/2024 | — | 12,452 | $34.37 | 08/14/2034 | — | — |
| RSUs | 08/16/2023 | — | — | — | — | 2,708 | $97,623 |
| PSUs (2023) | 08/16/2023 | — | — | — | — | 8,126 (max) | $292,942 |
| RSUs | 08/14/2024 | — | — | — | — | 3,607 | $130,032 |
| PSUs (2024) | 08/14/2024 | — | — | — | — | 7,214 (max) | $260,065 |
Employment Terms
| Term | Provision |
|---|---|
| Executive Recognition Agreement (Change‑in‑Control) | Double‑trigger severance equal to 200% of base salary plus prorated target bonus and unused PTO upon qualifying termination for “good reason” within two years post‑CIC; confidentiality only—no non‑compete/non‑solicit; 280G “best‑net” cutback (no gross‑up) . |
| CIC Severance Illustrative (12/31/2024) | Cash severance estimate $1,240,000 for Hickox; estimated accelerated equity value $587,188 at $36.05 share price . |
| Agreement Term | Renewed July 1, 2024; expires June 30, 2026; auto‑renews for two years unless terminated by Compensation Committee; extends two years after a CIC (and again if a second CIC occurs within two years) . |
| Equity Acceleration on CIC | Unvested stock options automatically vest/exercise‑eligible; RSU/PSU awards generally vest upon CIC, death, and certain other events per award agreements . |
| Clawback | Embedded since 2017 in option agreements; RSU/PSU awards subject to Company clawback/recoupment policies . |
| Non‑Compete/Non‑Solicit | Required in RSU/PSU award agreements; Executive Recognition Agreement does not bind executives to non‑compete or non‑solicit . |
| Perquisites | Golf/social club initiation and dues reimbursement; no personal use of Company aircraft; standard employee benefits . |
Insider Transactions & Signals (last 24 months)
| Date | Type | Shares | Price | Signal | Source |
|---|---|---|---|---|---|
| 10/28/2025 | Open market purchase | 2,000 | $31.15 | Positive alignment; buy-the-dip behavior | |
| 08/14/2025 (filed 08/18/2025) | Form 4 filed | — | — | Filed ownership change; details in EDGAR index |
Additional coverage of Aug 2025 filings appears on StreetInsider and OTCMarkets; confirm exact share movements via EDGAR ownership.xml if needed .
Performance & Track Record
- Tenure impact: Appointed CFO in January 2023; company highlighted 2024 improvement with net income up 12.33%, EPS $1.56 vs $1.39, assets $13.98B, loans $7.91B, deposits $12.10B, ROA 1.68%, ROE 14.51% .
- TSR context: FFIN 1‑year TSR 21.58%; 10‑year TSR 188.47%, outperforming KRX banks and broadly strong versus peers over multi‑year horizons .
- Strategic background: Led IBTX through IPO and significant M&A, indicating capital markets and integration experience; prior audit leadership suggests strong controls focus .
Compensation Structure Analysis
- Mix shift to at‑risk pay: 2024 STIP payout rose to $325,500 from $31,000 in 2023 as performance normalized, increasing variable cash alignment with results .
- Equity cadence: Annual grants in August under 2021 Omnibus Plan; RSUs time‑based, PSUs performance‑based with peer-relative earnings growth and ROA metrics; options vest ratably over five years—balanced retention and performance levers .
- Governance protections: Clawbacks across equity; 280G “best‑net” reduction (no gross‑ups); CIC severance is double‑trigger, moderating windfall risks .
Equity Ownership & Guidelines
- Ownership: 21,711 shares beneficially owned as of March 5, 2025 (<1%) vs 13,338 as of Feb 28, 2024 (<1%); trend suggests accumulation across tenure .
- Pledging/Hedging: No pledging disclosed for Hickox; proxy notes pledging for other executives tied to option exercises .
- Stock ownership guidelines: Not disclosed in extracted sections; RSU/PSU structures inherently drive ongoing ownership via vesting .
Employment Terms
- Start date/role: Appointed EVP & CFO on or about January 9, 2023; initial base salary $620,000; eligible for management bonus, incentive stock plan, profit sharing, SERP; reimbursed moving expenses .
- Change‑in‑Control agreement: 200% salary severance plus prorated target bonus on double‑trigger; term renewed to 2026 with auto‑renew features; equity accelerates per plan .
- Contract restrictions: Award agreements require non‑compete/non‑solicit; CIC agreement omits non‑compete/non‑solicit; confidentiality obligations apply .
Investment Implications
- Alignment: Rising variable pay and PSU metrics tied to earnings growth and ROA indicate pay-for-performance linkage; 2024 STIP paid at 88% of target for Hickox, reflecting disciplined calibration .
- Retention: Annual RSU/PSU and 5‑year option vesting plus double‑trigger CIC protections create strong retention hooks; lack of tax gross‑ups and presence of clawbacks are shareholder-friendly .
- Ownership signal: Documented 2025 open-market purchase of 2,000 shares is supportive of alignment and may reduce perceived selling pressure risk .
- Performance backdrop: 2024 profitability and TSR recovery enhance optics of incentive payouts; focus on ROA in future PSUs tightens capital efficiency discipline .