Randy Roewe

About Randy Roewe

Randy A. Roewe, age 57, is Executive Vice President and Chief Risk Officer (CRO) of First Financial Bankshares (FFIN), with 9 years in the role as of the 2025 proxy. He oversees enterprise risk management after a 24-year OCC career as a National Bank Examiner; he holds a BBA from Texas Tech University and professional certifications including CISA, CISSP, and CEH, and received the OCC’s 2010 Bank Supervision Award. Company performance context: FY 2024 net income rose 12.3% to $223.5M with diluted EPS of $1.56; 10-year TSR was 188.5% vs. S&P 500 Financials 195.2% and S&P 500 242.5% .

Past Roles

External Roles

• No public company directorships or external board roles disclosed for Roewe in FFIN filings reviewed .

Fixed Compensation

• Roewe was not a named executive officer (NEO) in 2024; individual base salary and bonus payouts for him are not disclosed in the Summary Compensation Table. The Company states senior management participates in the annual cash incentive plan; base salaries and STI targets for NEOs are disclosed for context .

Performance Compensation

FFIN senior management (including non-NEO executives) participates in an annual cash incentive plan tied to firm performance. 2024 structure and results (company-wide framework):

Long-term incentives (LTI) design for executives (applies company-wide; individual NEO grant sizes shown elsewhere):

• Mix: 33% PSUs (3-year performance), 33% stock options (10-year term; vest 33.3% annually over 3 years), 33% RSUs (time-based; vest 33.3% annually over 3 years). Options and RSUs accrue dividend equivalents on RSUs but pay only on vest; PSUs pay only if performance earned .
• 2024 PSU metric: 100% weighted to relative ROAA vs. a 60+ bank peer set ($10B–$50B assets); vesting: 0% below 40th percentile, 50% at 40th, 100% at 60th, 200% at 80th (linear interpolation) .
• Prior PSU cycle (2022–2024) settled at 150% of target on ~60th percentile EPS growth and ~90th percentile ROAA vs. peers .

Clawback, non-compete, and grant timing:

• Compensation Recovery Policy updated July 2023 covers incentive-based compensation for Section 16 officers and designated leaders; applies upon a restatement (no personal misconduct requirement) .
• Equity award agreements require confidentiality, non-solicitation, and noncompetition covenants; unvested stock options accelerate on change of control under the 2021 Omnibus Plan .
• Annual equity grants historically around mid-August; exercise price equals close on grant date .

Equity Ownership & Alignment

• Insider policies: Hedging prohibited; pledging allowed in limited cases if not in a margin account .
• Pledging: The 2022 proxy disclosed that Mr. Roewe “also has shares pledged but not through a margin account” (alongside certain other executives). Later proxies list pledged amounts only for NEOs; non-NEO pledges (including Roewe) are not repeated, but the policy remains in effect .
• Stock ownership guidelines: CEO 5x salary; other executive officers 3x salary; 5-year phase-in; potential equity-in-lieu-of-cash until compliant .

Recent insider transactions and current holdings (Form 4):

• 8/14/2025 awards: 1,601 RSUs and 5,377 stock options at $36.43, expiring 8/14/2035; 566 RSUs vested and were deferred into the SERP as deferred units. Officer title: Chief Risk Officer; reporting via attorney-in-fact. RSUs vest in ~three equal annual installments per plan design .
• Direct ownership after a related filing: 33,119 shares (as reported in a Form 4 summary) .

Vesting schedule implications:

• Based on company-wide LTI terms and the 8/14/2025 grant date, Roewe’s 2025 RSUs and options would typically vest ~33.3% on 8/14/2026, 8/14/2027, and 8/14/2028; options expire 8/14/2035. These dates concentrate potential selling pressure windows around mid-August each year if shares are sold to cover taxes or diversify .

Employment Terms

• Employment agreements: The Company “does not utilize employment agreements.” Instead, it uses Executive Recognition Agreements that provide double-trigger severance upon a qualifying termination within two years after a change in control (200% of base salary for executives other than CEO; CEO at 300%), plus pro rata target bonus and unused PTO. Agreements include confidentiality but no non-compete/non-solicit; equity plans provide separate restrictive covenants. Agreements renewed July 1, 2024 through June 30, 2026, auto-renewing in two-year terms; 280G cutback applies if beneficial .
• Note: The proxy explicitly confirms these agreements for named executive officers; it does not individually disclose whether Roewe (a non-NEO executive) is party to such an agreement .

Performance & Track Record

Company-level financials (context for pay-for-performance):

Values retrieved from S&P Global where marked with an asterisk.

Additional operating highlights cited in proxy:

• 2024 ROAA 1.68% and ROE 14.51%; NIM (TE) 3.50%; efficiency ratio 47.23%; loans HFI $7.91B; deposits $12.10B; nonperforming assets 0.80%; net charge-offs 0.05% .
• 2024 PSU cycle (2022–2024) paid at 150% on strong relative ROAA/EPS performance vs. peers .
• 2024 say-on-pay support: 98.9% of votes cast .

Compensation Committee Analysis

• Independent Compensation Committee; uses Pearl Meyer as independent consultant (no conflicts identified) .
• Peer group used for benchmarking includes regional/bank peers such as Prosperity Bancshares, ServisFirst, Southside Bancshares, Veritex, Simmons First, Hilltop Holdings, Renasant, Trustmark, FB Financial, Origin, International Bancshares, National Bank Holdings, and Stellar Bancorp .

Related Policies and Controls

• Hedging prohibited; pledging permitted under strict conditions (not in margin); insider trading policy governs timing and grant practices .
• Clawback policy adopted/updated in 2023 covering incentive-based compensation for specified leaders .

Investment Implications

• Alignment: Roewe’s role is squarely tied to risk, credit quality, and operational resilience; incentive design pays for earnings growth, balanced with efficiency, loan/deposit growth, and long-term ROAA vs peers—supportive of prudent growth and credit discipline .
• Vesting/Supply: Annual mid-August vesting cycles (RSUs/options over three years) create predictable windows for potential sales or tax-related dispositions; 8/14/2025 grants set up 8/14/2026–2028 vest dates .
• Retention: Multi-year PSUs, 3-year vesting RSUs/options, and SERP deferrals (e.g., deferral of vested RSUs) support retention and long-term alignment; double-trigger CIC protections (for NEOs; non-NEO participation not individually disclosed) reduce involuntary turnover risk in M&A contexts .
• Red flags: Historical disclosure indicates Roewe pledged shares (not in a margin account), which modestly elevates alignment risk; however, the company prohibits hedging and restricts pledging, mitigating some concerns .
• Pay-for-performance: With net income and EPS up in 2024 and a 150% PSU payout for the 2022–2024 cycle on strong relative metrics, incentive outcomes appear directionally aligned with shareholder returns and operating performance .

Appendix: Biography Sources and Key Disclosures

• Appointment and background (education, OCC tenure, certifications): 8-K (Item 5.02) and press release dated May 4, 2015 .
• Current role, age, tenure: 2025 DEF 14A Executive Officers table .
• Compensation structure, STI metrics, PSU design, vesting, clawback, ownership guidelines, hedging/pledging policy: 2025 DEF 14A CD&A and governance sections .
• Insider transactions and 2025 grants: Form 4 filing and summary .
• Historical pledging disclosure naming Roewe: 2022 DEF 14A policy note .