Vianei Lopez Braun
FIRST FINANCIAL BANKSHARESAbout Vianei Lopez Braun
Independent director since 2020 (5 years of board service). Age 56. Honors graduate of Princeton University and the University of Texas School of Law; leads the labor and employment division and serves as Chief Development Officer at Decker Jones, P.C. (30+ years practicing law). Earned a Certificate on Systemic Cyber Risk (Digital Directors Network, 2022) and Climate Leadership Certification (Diligent Institute, 2022). Member of the Compensation, Risk, and Nominating/Corporate Governance Committees; director of the Bank and Chair of the Bank’s Fort Worth Region advisory board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Decker Jones, P.C. | Chief Development Officer; Head, Labor & Employment division | 30+ years practicing law | Employment law, HR, compensation/benefits, governance expertise |
| Legal practice (Houston and Abilene) | Attorney | Prior tenures in Houston and Abilene | Recognized as “Super Lawyer” and “Top Lawyer” in Labor & Employment; “Great Woman of Texas” honoree |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Financial Bank (subsidiary) | Director | Current | Regional credit oversight via Directors’ structures; Board service |
| Bank’s Fort Worth Region | Advisory Board Chair | Current | Local market governance; advisory leadership |
Board Governance
- Committee memberships: Compensation; Risk; Nominating/Corporate Governance (member; committee chairs are other directors) .
- Independence: Affirmed independent under Nasdaq rules (non-employee director) .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024; all current directors attended 2024 shareholder meeting .
- Board leadership: Independent Lead Director is Murray H. Edwards; executive sessions of independent directors occur at each regularly scheduled Board meeting .
| Committee | Membership | 2024 Meetings | 2025 (YTD) Meetings |
|---|---|---|---|
| Compensation | Member | 5 | Jan: 2; Mar: 1 |
| Risk | Member | 5 | Jan: 1 |
| Nominating/Corporate Governance | Member | 2 | Jan: 1 |
Fixed Compensation
- Structure (non-employee directors): $50,000 annual cash retainer; $3,000 per Board meeting; $1,500 per committee meeting; annual restricted share grant valued at $70,000; additional fees for Lead Director and committee chairs (not applicable to Braun) .
- 2024: Fees earned $84,000; Stock awards $70,000; Total $154,000 .
- 2023: Fees earned $81,000; Stock awards $70,000; Total $151,000 .
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 81,000 | 70,000 | 151,000 |
| 2024 | 84,000 | 70,000 | 154,000 |
Performance Compensation
- Directors do not receive options, PSUs, or cash performance incentives; 2024: “During 2024, the directors did not receive option awards, non-equity incentive plan compensation, pension or deferred compensation earnings, or other compensation.” Restricted share grants are time-based and vest at the next annual meeting .
| Component | Status | Terms |
|---|---|---|
| Options | None | Directors did not receive option awards |
| PSUs | None | Not part of director pay |
| RSUs/Restricted Shares | Annual grant | $70,000 grant; 2024 director grants vest on April 29, 2025 |
Other Directorships & Interlocks
- Public company boards: None disclosed in biography or proxy .
- Internal/affiliated roles: Director of the Bank; advisory board Chair (Fort Worth Region) .
- Committee interlocks: No Compensation Committee member was an officer/employee or had relationships requiring disclosure; certain members maintained ordinary-course bank loans at market terms (Reg O compliant) .
| Entity | Type | Role/Notes |
|---|---|---|
| First Financial Bank (subsidiary) | Internal | Director |
| Fort Worth Region Advisory Board | Internal | Chair |
| Other public companies | External | None disclosed |
Expertise & Qualifications
- Education: Princeton University (honors); University of Texas School of Law .
- Certifications: Systemic Cyber Risk (Digital Directors Network, 2022); Climate Leadership Certification (Diligent Institute, 2022) .
- Domain expertise: Labor/employment law; HR; compensation/benefits; corporate governance; management .
- Recognitions: Texas Monthly “Super Lawyer”; “Top Lawyer” (multiple publications); “Great Woman of Texas” .
Equity Ownership
- Beneficial ownership: 10,544 shares (less than 1%) as of March 5, 2025 .
- Unvested restricted shares: 2,295 granted April 23, 2024; vest April 29, 2025 .
- Deferred shares in Rabbi Trust: 11,584 (excluded from beneficial ownership totals) .
- Ownership guidelines (directors): Required minimum equal to 5× annual cash retainer; compliance achieved by all non-employee directors except Ms. Davis as of Dec 31, 2024 (Braun compliant) .
- Hedging/pledging: Insider trading policy prohibits hedging and short sales; pledging only permitted in limited circumstances (not in margin accounts). No individual pledging disclosed for Braun .
| Item | Amount/Status |
|---|---|
| Shares beneficially owned | 10,544 (<1%) |
| Unvested restricted shares | 2,295 (vest 4/29/2025) |
| Rabbi Trust (deferred shares) | 11,584 (excluded) |
| Ownership guideline | 5× cash retainer; Braun compliant (as of 12/31/2024) |
| Hedging/shorts | Prohibited by policy |
Related Party & Conflicts Review
- Ordinary-course transactions: Directors and affiliated entities may have loans from subsidiaries on market terms, with Reg O compliance; none classified as nonaccrual/past due/restructured/potential problems .
- No related-party payments or engagements with Decker Jones, P.C. disclosed; no SEC delinquent filings noted (Section 16(a) timely for 2024) .
Say-on-Pay & Shareholder Signals
- Advisory vote approval: 98.9% support in 2024; Compensation Committee retained independent consultant (Pearl Meyer) with no conflicts; clawback policy in place .
Governance Assessment
- Strengths: Independent director with deep HR/legal expertise; active committee service (Compensation, Risk, Nominating/Governance); strong attendance (≥75%); compliance with robust stock ownership guidelines; no disclosed related-party transactions beyond ordinary-course lending; high say-on-pay support reinforces governance credibility .
- Watch items: As a member of the Compensation Committee, ensure continued transparency around any insider lending—currently disclosed as ordinary course and Reg O compliant; monitor for any external engagements that could evolve into related-party arrangements (none disclosed) .
- Overall: Alignment and independence appear solid; committee engagement and ownership compliance support investor confidence. No material red flags identified in proxy disclosures .