Murray Edwards
FIRST FINANCIAL BANKSHARESAbout Murray H. Edwards
Independent Lead Director of First Financial Bankshares, Inc. (FFIN); age 73; director since 2006 and Lead Director since 2022. Based in Clyde, Texas, Edwards is Principal of The Edwards Group, holds a B.S. from Texas A&M University and an MBA from Harvard Business School. Core credentials: risk management, M&A, strategic planning; deep agriculture, accounting, lending, and financial skills; previously the largest shareholder and a director of Peoples State Bank (Clyde, TX) prior to its acquisition by FFIN. Committees: Executive; Risk; Chair, Nominating/Corporate Governance; director of First Financial Bank, chairing the Bank’s Directors’ Loan & Deposit Committee; advisory director to the Bank’s Abilene and Fort Worth Regions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples State Bank (Clyde, TX) | Largest shareholder and director | — | Pre-acquisition role; informed integration into FFIN . |
| Automated Farm Systems; Alderman-Cave Feeds; Abilene Cattle Feeders; Cape & Son; Bluebonnet Feeds; Innovation Event Management | Owner/Manager | — | Operated multiple agribusinesses; experience in lending/operations . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Edwards Group (private investment company) | Principal | — | Private investment leadership . |
| First Financial Bank (subsidiary) | Director; Chair, Directors’ Loan & Deposit Committee | Current | Chairs key lending/deposit oversight; also advisory director in Abilene and Fort Worth Regions . |
| Texas A&M University | Awards: Outstanding Agribusiness Entrepreneur (2018); Outstanding Alumnus (2019) | 2018–2019 | External recognition underscores industry credibility . |
Board Governance
- Independence: Board determined Edwards is independent under Nasdaq rules .
- Lead Independent Director duties: Chairs executive sessions of independent directors; presides in Chair’s absence; liaison between independent directors and Chair; approves agendas; ensures information flow; can call additional independent director meetings .
- Committee assignments (Company): Executive Committee (member); Risk Committee (member); Nominating/Corporate Governance Committee (Chair) .
- Subsidiary bank governance: Director; Chair of Directors’ Loan & Deposit Committee; advisory director for Abilene and Fort Worth Regions .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; all current directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
- Proxy authority: Named as a proxy alongside David L. Copeland for the 2025 annual meeting .
Fixed Compensation
Director pay structure (2024):
| Description | Annual ($) |
|---|---|
| Annual cash retainer | 50,000 |
| Annual restricted share grant | 70,000 |
| Board meeting fee (per meeting) | 3,000 |
| Committee meeting fee (per meeting) | 1,500 |
| Lead Director fee | 20,000 |
| Committee Chair fees – Audit | 20,000 |
| Committee Chair fees – Compensation | 15,000 |
| Committee Chair fees – Nominating/Gov. | 15,000 |
| Committee Chair fees – Risk | 15,000 |
Murray H. Edwards – 2024 realized director compensation:
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 173,000 |
| Stock awards (annual restricted shares) | 70,000 |
| Total | 243,000 |
Notes:
- Directors may defer cash fees into a non-qualified “Rabbi Trust” to purchase FFIN shares in the open market (trust held 484,906 shares as of March 5, 2025) .
- Minimum shareholdings: Directors must own 5× the annual cash retainer within five years; all non-employee directors except Ms. Davis meet minimums as of 12/31/2024 .
Performance Compensation
Director equity grants (non-employee directors; Edwards included):
| Grant Date | Type | Shares | Grant Price | Vesting |
|---|---|---|---|---|
| April 23, 2024 | Restricted shares | 2,295 | $30.51 | Vests from issuance to April 29, 2025 (annual meeting) . |
- Directors do not receive options, PSUs, or performance-based equity; equity is time-based restricted shares only (no dividends until vest; dividend equivalents may accrue) .
- Therefore, no performance metrics (ROAA/TSR/etc.) apply to director compensation.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Peoples State Bank (Clyde, TX) | Private (legacy) | Largest shareholder & director | Legacy role prior to acquisition by FFIN . |
| First Financial Bank (subsidiary) | Private (subsidiary) | Director; Chair, Directors’ Loan & Deposit Committee | Internal interlock across holding company and bank; standard for FFIN board structure . |
| Advisory boards (Abilene, Fort Worth Regions) | Private (subsidiary) | Advisory director | Deep local engagement; pipeline for directors . |
- No current public company directorships disclosed for Edwards .
Expertise & Qualifications
- Risk management, mergers & acquisitions, and strategic planning; agriculture, accounting, lending, and financial skills relevant to credit, deposit, and operational oversight .
- Education: B.S., Texas A&M; MBA, Harvard Business School .
- Awards: Texas A&M Outstanding Agribusiness Entrepreneur (2018); Outstanding Alumnus (2019) .
Equity Ownership
| Category | Shares |
|---|---|
| Total beneficial ownership (March 5, 2025) | 383,560 |
| Spouse (direct) | 8,880 |
| Limited partnership (Edwards and spouse as GPs/LPs) | 113,454 |
| Trust (beneficiary) | 41,834 |
| Trust (trustee/administrator; disclaims beneficial ownership) | 19,480 |
| Unvested restricted shares (annual director grant) | 2,295 (vest 4/29/2025) |
| Deferred shares in Rabbi Trust (excluded from “beneficial ownership”) | 89,834 |
| Ownership as % of shares outstanding | ~0.27% (383,560 ÷ 142,983,467) |
Policies:
- Insider trading policy prohibits hedging and margin accounts; pledging may be permitted outside margin accounts with approval; no pledging by Edwards is disclosed in the proxy .
Board Governance Signals
- Strong independence posture: Edwards serves as Independent Lead Director, with defined authorities, and chairs Nominating/Corporate Governance; Audit/Comp/Risk committees are fully independent .
- Attendance and engagement: At least 75% meeting attendance; full annual meeting participation .
- Ownership alignment: Meets minimum stock ownership guidelines; receives annual equity retainer in shares .
- Named as proxy for shareholder voting, signaling board trust and leadership role .
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company believes officers/directors and >10% holders timely filed all required reports; proxy does not summarize individual Form 4 transactions . |
Related-Party Transactions & Conflicts
- Regulation O and Sarbanes-Oxley govern insider lending; loans to insiders must be on arms-length terms with normal risk and undergo regulatory scrutiny; Audit Committee reviews related-party transactions .
- Compensation Committee members (or related entities) maintained ordinary-course loans in 2024; Edwards is not a member of the Compensation Committee (he chairs Nominating/Corporate Governance), and no unfavorable features are reported .
- Subsidiary and regional board fees may be paid for service; included within director compensation disclosures .
Compensation Committee Analysis (Context)
- Independent compensation consultant Pearl Meyer retained since 2020; Compensation Committee confirmed no conflicts; committee is independent under Nasdaq rules .
- Director compensation framework and stock ownership guidelines administered by Nominating/Corporate Governance and Compensation Committees .
Governance Assessment
- Positive signals:
- Independent Lead Director with robust authorities and regular executive sessions of independent directors .
- Chair of Nominating/Corporate Governance; alignment with board refresh/diversity process .
- Meets director stock ownership guidelines; significant personal holdings plus deferred ownership .
- Clear separation of management (CEO is Chair) mitigated by Lead Director structure and independent committees .
- Potential risks/RED FLAGS:
- Dual roles across holding company and bank (including chairing the Bank’s loan & deposit committee) while leading private investment activities could create perceived conflicts if affiliated entities are bank customers; Company indicates insider transactions are ordinary-course and compliant with Regulation O .
- Age policy: Directors may not stand for election upon attaining 75; Edwards is 73, implying near-term succession considerations for Lead Director role .
- Pledging policy permits pledges in limited cases; no pledges disclosed for Edwards; continued adherence should be monitored .
Overall, Edwards’ independence, leadership as Lead Director, and committee chair role support board effectiveness; his extensive ownership and compliance with guidelines bolster alignment. Monitoring for potential related-party exposures in the bank’s lending domain remains prudent; current disclosures show no unfavorable features and full compliance with insider lending regulations .