Mike Denny
FIRST FINANCIAL BANKSHARESAbout Mike B. Denny
Independent director since 2019 (age 71), based in Abilene, TX. He serves on FFIN’s Audit Committee and is also a director of First Financial Bank, where he sits on the Directors’ Loan Committee. Denny is Owner/President of Batjer & Associates, LLC (largest mechanical contractor in Abilene) with over 48 years at the firm, and Vice President/Partner in Batjer Services, LLC; he holds a finance degree from the University of Texas at Austin. His background emphasizes finance, construction lending, and broader lending skills that support oversight of financial reporting, enterprise, and operational risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Batjer & Associates, LLC | Owner & President | Over 48 years | Regional market leadership; lending/contracting expertise applied to risk oversight |
| Batjer Services, LLC | Vice President & Partner | Not disclosed | Lending/operations perspective |
| First Financial Bank (Abilene Region) | Advisory Director | 2005–current term | Director’s Loan Committee member |
| Abilene Industrial Foundation | Served on board | Not disclosed | Community and economic development involvement |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Abilene Restoration Ministries (Nehemiah, Abilene) | Board Member | Current |
| Church of the Heavenly Rest Foundation | Board Member | Current |
Board Governance
- Committee assignments: Audit Committee (FFIN) – member; Directors’ Loan Committee (First Financial Bank) – member .
- Independence: Board determined Denny is independent under Nasdaq listing standards .
- Attendance: The Board held four regular meetings; each director attended at least 75% of Board and committee meetings in 2024; all current directors attended the 2024 annual shareholders’ meeting .
- Lead Independent Director: Murray H. Edwards (not Denny); Denny is not a committee chair .
- Director stock ownership guidelines: 5x annual cash retainer ($50,000), to be achieved within five years; as of 12/31/2024, all non‑employee directors except Ms. Davis met minimum holdings (Denny met) .
Fixed Compensation
Director Compensation Schedule (2024)
| Description | Annual ($) |
|---|---|
| Annual Cash Retainer (paid quarterly) | 50,000 |
| Annual Restricted Share grant | 70,000 |
| Board Meeting fee (per meeting) | 3,000 |
| Committee Meeting fee (per meeting) | 1,500 |
| Lead Director fee | 20,000 |
| Chair Fees – Audit | 20,000 |
| Chair Fees – Compensation | 15,000 |
| Chair Fees – Nominating/Governance | 15,000 |
| Chair Fees – Risk | 15,000 |
Mike Denny – 2024 Director Compensation
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 90,200 |
| Stock Awards | 70,000 |
| Total | 160,200 |
Notes:
- Non‑employee directors did not receive option awards, non‑equity incentives, pension or deferred compensation earnings, or other compensation in 2024 .
- Subsidiary/regional board fees are included in totals where applicable .
Performance Compensation
Annual Restricted Share Grant Details (Directors)
| Grantee | Grant Type | Grant Date | Shares | Grant-Date Price | Fair Value | Vesting |
|---|---|---|---|---|---|---|
| Mike Denny | Restricted Shares | Apr 23, 2024 | 2,295 | $30.51 | $70,000 | Vests at 2025 meeting (Apr 29, 2025) |
Notes:
- Directors’ equity is time-based (restricted shares); no director options or performance-based awards in 2024 .
- Director grants accrue dividends only to the extent shares vest; no voting rights on unvested shares .
Other Directorships & Interlocks
| Company/Entity | Role | Committee/Function | Interlock/Conflict Notes |
|---|---|---|---|
| First Financial Bank (subsidiary) | Director | Directors’ Loan Committee | Same board composition as holding company; insider lending governed by Reg O and company procedures |
| Public company boards | None disclosed | — | No public-company interlocks reported for Denny |
Related-party/insider transactions policy:
- Insider loans/transactions must be on market terms, follow standard underwriting, and not pose abnormal risk; oversight by regulators and Audit Committee procedures; no transactions for insiders classified as nonaccrual, past due, restructured, or potential problems were reported .
Expertise & Qualifications
- Finance degree (University of Texas at Austin); decades-long leadership of a regional mechanical contracting business .
- Skills cited: finance, construction lending, other lending, oversight of financial reporting and enterprise/operational risk management .
- Audit committee membership indicates familiarity with controls, reporting, and risk oversight .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial Ownership (common shares) | 101,085 |
| Ownership % of outstanding | <1% (“*”) |
| Composition details | Includes 101,085 shares owned by a limited partnership jointly owned by Denny and spouse |
| Unvested restricted shares (director grant) | 2,295 (vest 4/29/2025) |
| Deferred compensation “Rabbi Trust” holdings (excluded from beneficial total) | 28,466 shares |
| Ownership Guidelines (5x cash retainer) | Met as of 12/31/2024 (all non‑employee directors except Ms. Davis met) |
Insider reporting compliance:
- Company believes officers and directors timely filed all Section 16(a) reports for 2024 (no delinquencies noted) .
Governance Assessment
- Board independence and committee structure: Denny is independent and serves on the Audit Committee; all standing committees (other than Executive) are composed of independent directors. This supports objective oversight of financial reporting and enterprise risk .
- Attendance and engagement: Directors (including Denny) attended at least 75% of meetings, and all current directors attended the 2024 annual meeting—positive engagement signal .
- Ownership alignment: Denny meets the director stock ownership guideline (5x cash retainer) and holds additional shares via the deferred compensation trust; annual restricted share grants further align interests with shareholders .
- Compensation structure: Balanced mix of fixed cash retainer, meeting fees, and time‑vested equity; absence of options or performance-linked director pay reduces risk of short-termism and potential pay anomalies .
- Conflicts/related-party exposure: Denny’s leadership of local contracting businesses could create perceived proximity to bank lending/clients; however, the company discloses robust Reg O controls and reports no problematic insider transactions. No Denny‑specific related transactions are disclosed—monitor remains prudent, but no red flags reported .
- Policies on hedging/pledging: Directors prohibited from hedging and margin accounts; pledging permitted only in limited circumstances (non‑margin). No pledging by Denny is disclosed—policy framework mitigates alignment risks .
- Shareholder sentiment: 2024 say‑on‑pay approval was 98.9%, indicating broad shareholder support for compensation governance practices (contextual positive signal, though focused on NEOs) .
RED FLAGS and watch items:
- No specific red flags disclosed for Denny (attendance, related‑party transactions, Section 16 reporting) .
- Watch: Potential perceived conflicts due to local business ties; continue monitoring 8‑K disclosures and “Interest in Certain Transactions” sections for any future related‑party items .