Tim Lancaster
FIRST FINANCIAL BANKSHARESAbout Tim Lancaster
Tim Lancaster (age 71) has served as an independent director of First Financial Bankshares, Inc. (FFIN) since 2013; he is Chair of the Compensation Committee and a member of the Audit, Executive, and Nominating/Corporate Governance Committees, and also serves on the board of First Financial Bank (subsidiary) on the Directors’ Loan Committee . He retired in 2019 as President & CEO of Hendrick Health System (525‑bed regional hospital), previously served as CEO of Brownwood Regional Medical Center (1998–2004), and spent ten years in banking prior to hospital administration . Lancaster holds a Bachelor of Finance from Texas Tech University and a master’s in health care administration from Texas Woman’s University; his governance credentials include past Chair of the Texas Hospital Association Board of Trustees, past Chairman of the Texas Tech University System Board of Regents, and current Vice Chairman roles at the Texas Tech University Foundation Board and Buckner International . The Board affirmatively determined Lancaster is an independent director under Nasdaq rules, and all his committee assignments (Audit, Compensation, Nominating/Corporate Governance) are composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hendrick Health System (Abilene, TX) | President & CEO | 2004–2019 | Led a 525‑bed regional hospital; honored with the Earl M. Collier Award (Feb 2018) for distinguished health care administration in Texas . |
| Brownwood Regional Medical Center | Chief Executive Officer | 1998–2004 | Senior operator of regional medical center . |
| Banking industry | Various roles | 10 years (prior to hospital administration) | Banking experience supports oversight of financial reporting and operational risk management at FFIN . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Texas Tech University Foundation Board | Vice Chairman | Current | External nonprofit governance role . |
| Buckner International | Vice-Chairman, Board of Directors | Current | External nonprofit governance role . |
| Texas Tech University System Board of Regents | Chairman | Past | Past public higher‑education governance role . |
| Texas Hospital Association | Chair, Board of Trustees | Past | Statewide industry leadership role . |
| First Financial Bank (subsidiary) | Director; Directors’ Loan Committee | Current | Internal subsidiary board role within FFIN group . |
Board Governance
- Independence and structure: Lancaster is independent; all Audit, Compensation, Nominating/Corporate Governance, and Risk Committees are fully independent; FFIN utilizes an Independent Lead Director structure in light of the combined Chair/CEO role at the company .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all current directors attended the 2024 annual meeting of shareholders .
- Committee leadership and activity: Lancaster chairs the Compensation Committee (met 5x in 2024, plus Jan and Mar 2025), and serves on the Audit Committee (met 6x in 2024, plus Jan and Feb 2025), the Executive Committee (met 4x in 2024, plus Jan 2025), and the Nominating/Corporate Governance Committee (met 2x in 2024, plus Jan 2025) .
| Committee | Lancaster’s Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Compensation | Chair | 5 | Committee fully independent; Lancaster leads oversight of executive and director pay; independence aligns with Nasdaq Rule 5605(d)(2)(A) . |
| Audit | Member | 6 | Board determined all Audit members are financially literate; Copeland is the committee’s “financial expert” . |
| Executive | Member | 4 | Acts between Board meetings; chaired by CEO/Chair Dueser . |
| Nominating/Corporate Governance | Member | 2 | Oversees director nominations and governance practices . |
Fixed Compensation (Director)
- FFIN 2024 non‑employee director fee schedule: $50,000 annual cash retainer; $70,000 annual restricted share grant; $3,000 per Board meeting; $1,500 per committee meeting; Lead Director fee $20,000; Committee chair fees—Audit $20,000; Compensation $15,000; Nominating/Corporate Governance $15,000; Risk $15,000 .
- 2024 compensation paid to Tim Lancaster: Fees Earned/Paid in Cash $115,000; Stock Awards $70,000; Total $185,000 .
| Item | Amount |
|---|---|
| Annual cash retainer (company schedule) | $50,000 |
| Board meeting fee (per meeting) | $3,000 |
| Committee meeting fee (per meeting) | $1,500 |
| Chair fee – Compensation Committee | $15,000 |
| 2024 Tim Lancaster – Cash | $115,000 |
| 2024 Tim Lancaster – Stock Awards | $70,000 |
| 2024 Tim Lancaster – Total | $185,000 |
Additional notes: Directors may elect to defer fees into a non‑qualified “Rabbi Trust” to purchase FFIN shares on the open market; such shares are not counted in beneficial ownership reporting, and the Rabbi Trust held 484,906 shares as of March 5, 2025 (aggregate for directors) .
Performance Compensation (Director Equity)
- Directors received time‑based restricted shares (no options, no performance‑based cash/PSUs for directors in 2024) .
- Grant mechanics (2024): On April 23, 2024, each non‑employee director (other than Ms. Davis) received 2,295 restricted shares under the 2021 Omnibus Plan; grant‑date price $30.51; grant vests from issuance to the April 29, 2025 shareholder meeting; Ms. Davis received a pro‑rated grant upon appointment .
| Grant Type | Grant Date | Shares/Units | Fair Value | Grant Price | Vesting |
|---|---|---|---|---|---|
| Director Restricted Shares (time‑based) | Apr 23, 2024 | 2,295 | $70,000 | $30.51 | Vests from issuance to Apr 29, 2025 meeting |
| Options/Non‑equity incentive | 2024 | — | — | — | No option or non‑equity incentive awards to directors in 2024 |
Clawback framework (executive program context overseen by Comp Committee): all award agreements after Oct 2016 include recoupment provisions, and bonuses/awards are subject to the Company’s Compensation Recovery Policy tied to restatements; say‑on‑pay conducted annually .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Lancaster in the 2025 proxy . |
| Subsidiary boards | Director, First Financial Bank; serves on Directors’ Loan Committee . |
| Compensation Committee interlocks | No FFIN executive officers served on another entity’s comp committee where a reciprocal interlock existed; certain Compensation Committee members (or related entities) maintained ordinary‑course loans from FFIN subsidiaries in 2024 on market terms, without unfavorable features . |
| Compensation consultant independence | Pearl Meyer engaged; Comp Committee confirmed no known potential or actual conflicts with the Board or Company . |
Expertise & Qualifications
- Operational, risk management, strategic planning, and administrative leadership from hospital system CEO roles; accounting/management skills applicable to financial reporting and operational risk oversight .
- Ten years of prior banking experience supports Audit Committee service; Board determined all Audit members are financially literate under Nasdaq standards .
- Governance credentials through leadership roles at Texas Tech University System and Foundation; recognized for industry leadership (Earl M. Collier Award; Abilene Outstanding Citizen of the Year 2018) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (as of Mar 5, 2025) | 37,584 |
| Percent of shares outstanding | <1% |
| Director stock ownership guideline | 5x the annual cash retainer; achieve within 5 years; maintain thereafter |
| Compliance status at Dec 31, 2024 | All non‑employee directors except Ms. Davis met guidelines (Davis joined May 2024 and is within phase‑in) |
| Hedging/Pledging policy | Hedging prohibited; holding in margin accounts prohibited; pledging permitted only in limited circumstances and not if held in margin |
| Deferred fee shares (Rabbi Trust) | Directors may defer fees; shares purchased via Rabbi Trust excluded from beneficial ownership; Rabbi Trust aggregate held 484,906 shares as of Mar 5, 2025 |
Note: The proxy does not break out any Rabbi Trust holdings attributable specifically to Lancaster; beneficial ownership excludes such deferred shares by design .
Governance Assessment
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Strengths
- Independent director with meaningful operating and risk oversight experience; chairs a fully independent Compensation Committee that met 5x in 2024, and serves on Audit, Executive, and Nominating/Corporate Governance, indicating high engagement with key control functions .
- Solid ownership alignment: time‑based annual restricted share grant ($70,000; 2,295 shares in 2024) and compliance with 5x retainer stock ownership guideline for non‑employee directors as of year‑end 2024 .
- Board‑level safeguards: independent committee composition, annual executive sessions, clawback/compensation recovery policy, and independent compensation consultant without conflicts (Pearl Meyer) .
-
Risk indicators and potential red flags (monitor)
- Related‑party exposure typical for bank boards: certain Compensation Committee members (not individually identified) or related entities maintained ordinary‑course loans from subsidiaries during 2024; while on market terms, directors involved in compensation decisions should ensure continued robust conflicts controls and disclosure .
- Pledging permitted in limited circumstances (not in margin accounts); while policy restricts margin and hedging, any director pledging could raise alignment concerns and warrants ongoing monitoring (no pledge disclosure is indicated for Lancaster in the beneficial ownership table) .
- Attendance disclosure is aggregate (≥75% for each director); while acceptable, individual attendance detail would further enhance transparency; nevertheless, all current directors attended the 2024 annual meeting .
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Context for compensation governance
- Director pay mix combines cash retainers/meeting fees with annual equity; no options or performance‑based cash for directors in 2024, aligning with prevailing governance practice to avoid short‑term incentives for directors .
- Compensation Committee retains discretion over executive bonuses and oversees a clawback framework; say‑on‑pay is conducted annually, and committee independence is reaffirmed under Nasdaq/SEC standards—practices supportive of investor confidence .
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