DEF 14A of First Financial Bankshares Inc
Filed Mar 6, 2026 · FY20250001193125-26-095645
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS
General
General Our amended and restated bylaws provide for the number of directors to be a number not less than seven nor more than fifteen. Our Board is presenting thirteen (13) nominees for election at our annual meeting. Although we do not contemplate that any of the nominees will be unable to serve, if such a situation arises before the annual meeting, the shares represented at our annual meeting will be voted to elect any substitute nominee or nominees designated by the Board. Each director elected at the meeting will serve until the 2027 annual meeting of shareholders or until their respective successors have been duly elected and qualified.
Identifying and Evaluating Nominees for Director
Identifying and Evaluating Nominees for Director The Board of Directors, acting through the Nominating/Corporate Governance Committee and pursuant to the Board of Directors’ Nominating/Corporate Governance Committee Charter and our Corporate Governance Guidelines, is responsible for identifying and evaluating candidates for membership on the Board of Directors. The Nominating/Corporate Governance Committee is responsible for recommending nominees who have the experience, qualifications, attributes, and skills appropriate to function collaboratively and effectively as the Board of Directors for the Company. The Board of Directors is committed to promoting diversity in the governance and operations of the Company. The Board of Directors and the Nominating/Corporate Governance Committee believe that the Board of Directors as a whole and its members individually should possess a combination of skills, professional experience, and diversity of backgrounds and viewpoints necessary to oversee our Company’s current and future needs. The attributes that the Board of Directors and every director should possess are set forth in our Nominating/Corporate Governance Committee charter. These criteria include: • at least a majority of the Board of Directors must be composed of independent directors; • candidates should be capable of working in a collegial manner with persons of diverse educational, business, and cultural backgrounds and should possess skills and expertise that complements the attributes of the existing directors; • candidates should represent a diversity of viewpoints, backgrounds, experiences, and other demographics; • candidates should demonstrate notable or significant achievement and possess senior-level business management or regulatory experience that would benefit our Company; • candidates should have familiarity with and experience in the commercial banking industry; • candidates shall be individuals of highest character and integrity; • candidates shall be free of conflicts of interest that would interfere with their ability to discharge their duties, or that would violate any applicable laws or regulations; • candidates shall be capable of devoting the necessary time to discharge their duties, taking into account memberships on other boards, travel time, and other responsibilities; and candidates shall have a desire to represent the interests of all shareholders. The Nominating/Corporate Governance Committee and the Board of Directors may, from time to time, establish and consider other specific skills and experience that they believe our Company should seek in order to constitute a diverse, balanced, collaborative, and effective Board of Directors. For an incumbent director, the Nominating/Corporate Governance Committee and the Board of Directors also consider the past performance of such director on our Board. Our Corporate Governance Guidelines also provide that an individual may not stand for election or reelection as a director upon attaining seventy-five (75) years of age. See “Nominees” below for the qualifications of each nominee for election at the annual meeting. The Nominating/Corporate Governance Committee regularly reviews the composition of the Board of Directors in light of our Company’s business and structure; the changing needs of our Company because of the business environment; our operations, financial conditions, and complexity; its assessment of the Board of Director's performance; through evaluations of each board member, committee, and the board as a whole; and input from shareholders and other key constituencies. As part of this review, the Nominating/Corporate Governance Committee evaluates the effectiveness of the Board of Director's director nomination standards. The Nominating/Corporate Governance Committee will, in consultation with the Chairman of the Board of Directors and in accordance with its charter, consider candidates proposed or suggested by members of the Board of Directors, management, third-party search firms retained by the Nominating/Corporate Governance Committee, and shareholders. The Nominating/Corporate Governance Committee follows the same process and uses the same criteria for evaluating candidates whether they are proposed by members of the Board of Directors, management, third-party search firms, or shareholders. Any shareholder wishing to recommend a candidate to be considered by the Nominating/Corporate Governance Committee for nomination at an annual meeting of shareholders should review the procedure outlined under “Committees of the Board of Directors − Nominating/Corporate Governance Committee” beginning on page 25 of this proxy statement.
Summary of Board Diversity
Summary of Board Diversity The following matrix demonstrates our continued commitment to diversity:
Summary of Board Diversity
| Board Diversity Matrix following the Annual Meeting | | | | | Total Number of Directors | | 13 | | | | Female | | Male | | Part 1: Gender Identity | | | | | Directors | 3 | | 10 | | Part II: Demographic Background | | | | | African American or Black | - | | 1 | | Hispanic or Latinx | 1 | | - | | White | 2 | | 9 |
Summary of Board Diversity
Additionally, the following graphs illustrate the independence, average tenure, average age, and diversity of our Board of Directors, following the annual meeting:
Board Composition
Board Composition
Board Composition
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Nominees
Nominees Based upon recommendations of the Nominating/Corporate Governance Committee, the Board of Directors has nominated the individuals below for election to the Board of Directors at the annual meeting to serve a one-year term and until their respective successors have duly been elected and qualified. In light of the Company’s business and structure, the business environment, and the Company’s long-term strategy, the Board of Directors, upon recommendation of the Nominating/Corporate Governance Committee, selected a slate of nominees whose diversity, experience, qualification, attributes, and skills in leadership, commercial and investment banking and financial advisory services, finance and accounting, risk management, operations management, strategic planning, business development, marketing, technology, regulatory and government affairs, corporate governance, and public policy, led the Board of Directors to conclude that these persons should serve as our directors at this time. Pursuant to the Nasdaq rules, a majority of the Board of Directors must be comprised of independent directors. The Board of Directors has determined that each director nominated, except Mr. Dueser, is independent under applicable Nasdaq rules. Each nominee’s biography and the specific experiences, qualifications, attributes, and skills of each nominee are described below.
Nominees
| Fort Worth, Texas Director Since: 2020 Board Committees: • Compensation • Risk • Nominating/Corporate Governance | Vianei Lopez Braun Biographical Information Vianei Lopez Braun, Fort Worth, Texas, has served as a director of the Company since 2020. She is a member of the Compensation, Risk, and Nominating Governance Committees. She also serves as a director of the Bank and as the Chair of the advisory board of the Bank’s Fort Worth Region. She leads the labor and employment division for Decker Jones, P.C., a full-service law firm based in Fort Worth, and serves as Chief Development Officer for the firm. She has been practicing law for more than 30 years, with previous tenures in Houston and Abilene, Texas. She is an honors graduate of Princeton University and the University of Texas School of Law. She has been recognized as a Texas Monthly “Super Lawyer” in Labor & Employment law and has been selected as a “Top Lawyer” in Labor & Employment law by Fort Worth and 360 West magazines and by H Texas and Houstonia magazines when she was practicing law in Houston. She has also been honored as a “Great Woman of Texas” by the Fort Worth Business Press. Qualifications & Experience Her experience and qualifications provide sound leadership to the Board of Directors. In 2022, she earned a Certificate on Systemic Cyber Risk from the Digital Directors Network, as well as Climate Leadership Certification from the Diligent Institute. In addition, as an attorney specializing in labor and employment law, she brings strong legal, human resources, compensation and benefits, management, and corporate governance experience. | | Abilene, Texas Director Since: 1998 Board Committees: • Audit • Executive • Risk • Nominating/Corporate Governance Financial Expert | David L. Copeland Biographical Information David L. Copeland, Abilene, Texas, has served as director of the Company since 1998. He serves as Chairman and is a designated "financial expert" of the Audit Committee and also a member of the Executive, Risk, and Nominating/Corporate Governance Committees. He is a director of the Bank and served on the Abilene regional board from 1993 to 2024. He is president of the Shelton Family Foundation, a private charitable foundation, and SIPCO, Inc., the management and investment company for the Andrew B. Shelton family. He previously served as a director of Harte-Hanks, Inc., a publicly traded, targeted marketing company. He is a graduate of Abilene Christian University and is a retired certified public accountant and chartered financial analyst. Mr. Copeland’s service as a director to public companies adds administration and operational management experience, as well as corporate governance expertise, to the Board of Directors. Qualifications & Experience His experience and qualifications provide sound leadership to the Board of Directors. In addition, as a certified public accountant and chartered financial analyst, Mr. Copeland brings strong investment, accounting, and financial skills important to the oversight of our financial reporting, enterprise, and operational risk management. |
Nominees
| New York, New York Director Since: 2024 Board Committees: • Risk • Compensation | Sally Pope Davis Biographical Information Sally Pope Davis, New York, New York, has served as a director of the Company and the Bank since May 2024, where she is a member of the Risk and Compensation committees. She is also a director of First Financial Trust & Asset Management Company where she serves on the Investment Committee. Ms. Davis retired as a managing director from Goldman Sachs Asset Management in 2024, where she co-led U.S. Small Cap Value Strategies, which, during her tenure, included one of the industry’s largest US small-cap value funds. In addition to overseeing the portfolio, Ms. Davis was responsible for investing in the financial sector, including banks, thrifts, insurance, mortgage, capital markets and specialty finance companies. Her previous investing experience includes responsibility for mid- and large-cap commercial and investment banking companies as part of the Fundamental Equity team. Previously, Ms. Davis was a senior sell-side equity analyst in Goldman Sachs Global Investment Research, where she focused on US regional banking companies during a period of significant industry consolidation. Prior to her 35-year tenure at Goldman Sachs, Ms. Davis covered regional banks as a sell-side analyst at Brown Brothers Harriman. She began her career at Chase Manhattan Bank, in roles in corporate finance, specializing in financial institutions, and as Vice President in Capital Planning. Ms. Davis holds an MBA with a concentration in finance and economics from the University of Chicago. She earned her Bachelor of Science in finance, graduating summa cum laude from the University of Connecticut. Ms. Davis is also an independent director of United Community Banks, Inc., a publicly traded corporation headquartered in Greenville, South Carolina, and its subsidiary, United Community Bank, where she serves on the Risk Committee and the Nominating/Governance committees. Additionally, she is an independent board member of Core Specialty Insurance Holdings, Inc. of Cincinnati, Ohio, and serves on the Audit, Finance and Risk Management Committees. Qualifications & Experience Ms. Davis is a highly accomplished financial executive with more than 40 years of experience in financial analysis, asset management, and investing within the financial industry. She brings to the Board extensive expertise and knowledge in shareholder value creation, strategy, corporate finance, and mergers and acquisitions as well as board service with other companies. | | Abilene, Texas Director Since: 2019 Board Committee: • Audit | Mike B. Denny Biographical Information Mike B. Denny, Abilene, Texas, has served as a director of the Company since 2019. He serves on the Audit Committee. Mr. Denny is also a director of the Bank, serving on the Directors’ Loan and Deposit Committee. He has served as an advisory director of the Bank’s Abilene Region from 2005 until April 2025. He is an owner and President of Batjer and Associates, LLC., the largest mechanical contractor in the Abilene area, having been with the company for over 50 years. He also is Vice President and Partner in Batjer Services, LLC. He is a graduate of the University of Texas in Austin with a degree in finance. He serves as a board member on the Abilene Restoration Ministries (Nehemiah, Abilene) and the Church of the Heavenly Rest Foundation. Additionally, he has served on several non-profit boards in Abilene and the Abilene Industrial Foundation. Qualifications & Experience His experience and qualifications provide sound leadership to the Board of Directors. Mr. Denny brings strong finance and construction lending and other lending skills important to the oversight of our financial reporting, enterprise, and operational risk management. |
Nominees
| Abilene, Texas Director Since: 1991 Board Committee: • Executive | F. Scott Dueser Biographical Information F. Scott Dueser, Abilene, Texas, has served as a director of the Company since 1991. He is Executive Chairman of the Company and the Bank, and CEO of the Trust Company. He serves as chairman of the Executive Committee. He is also a director of the Bank, serving on the asset-liability management committee, the Trust Company, and Technology Company. He served as CEO/President from 2001 and Chairman from 2008 until February 1, 2026. Prior to his role at the Company, he was CEO/President of the Bank from 1991 to 2001 and assumed these roles again as well as Chairman of the Board effective December 30, 2012. He is a graduate of Texas Tech University with finance and accounting degrees and served on the Board of Regents of Texas Tech University from 2005 to 2009, the last two years as Chairman. He currently serves on the board of Breck Minerals LP, which is a privately held oil and gas company. He was selected as Abilene’s Outstanding Citizen of the Year in 2009 and has been awarded the Distinguished Alumni Awards by the Texas Tech University Alumni Association in 2019, Rawls College of Business in 2006, and Southwestern Graduate School of Banking at SMU in 2013. Qualifications & Experience Mr. Dueser adds financial services experience, especially lending, oil and gas expertise, and asset-liability management, to the Board of Directors, as well as a deep understanding of the Company’s business and operations. Mr. Dueser also brings risk and operations management and strategic planning expertise to the Board of Directors, skills that are important as the Company continues to implement strategy and acquire and integrate growth opportunities. | | Clyde, Texas Director Since: 2006 Board Committees: • Executive • Risk • Nominating/Corporate Governance | Murray H. Edwards Biographical Information Murray H. Edwards, Clyde, Texas, has served as director of the Company since 2006, and as lead independent director since 2022. He currently serves on the Executive, Nominating and Corporate Governance, and Risk Committees. He also is a director of the Bank, serving as chairman of the Directors’ Loan and Deposit Committee, and serves as an advisory director of the Bank’s Abilene and Fort Worth Regions. He is Principal of The Edwards Group, a privately owned investment company, and has an undergraduate degree from Texas A&M University and a Master of Business Administration from Harvard Business School. He has successfully owned and managed several businesses, including Automated Farm Systems, Alderman-Cave Feeds, Abilene Cattle Feeders, Cape & Son, Bluebonnet Feeds, and Innovation Event Management. In 2018, he received the Texas A&M University Outstanding Agribusiness Entrepreneur Award, and in 2019 was awarded the Outstanding Alumnus Award by the College of Agriculture and Life Sciences of Texas A&M. He was the largest shareholder and a director of Peoples State Bank, Clyde, Texas, prior to it being acquired by the Company. Qualifications & Experience Mr. Edwards has significant risk management, merger and acquisitions, and strategic planning skills. In addition, he brings strong agriculture, accounting, lending, and financial skills important to the oversight of our financial reporting, enterprise, and operational risk management. |
Nominees
| Abilene, Texas Director Since 2025 Board Committees: • Audit | Geoff Haney Biographical Information Geoff Haney, Abilene, Texas, was elected to the Board of Directors in 2025 and serves on the Audit committee. He is also a director of the Bank, serving on the Directors' Loan and Deposit Committee and the Asset Liability Committee. He has served as a director on the advisory board for the Bank’s Abilene Region since 2018 where he is lead director and a member of the Directors' Loan Committee. Mr. Haney was CEO and partner of Cape & Son, a privately held company with operations in multiple agricultural commodity markets and in railroad transloading of crude oil, aggregates, frac sand (used in hydraulic fracking), steel, wind-energy components, lumber and heavy machinery, until its sale in 2021. He has also served as Dean of the School of Business at McMurry University in Abilene, Texas. He is a graduate of Texas Tech University, attended the Royal Agricultural University in England, and is a graduate of the Texas Agricultural Lifetime Leadership Program. He serves in board leadership roles for several charitable foundations and was honored with the 2024 Abilene Volunteer Service Award. His experience and qualifications provide sound leadership to the Board of Directors. Qualifications & Experience Mr. Haney brings strong agricultural, accounting, lending and financial skills important to the oversight of our financial reporting, enterprise, and operational risk management. | | Montgomery, Texas Director Since: 2022 Board Committee: • Compensation • Audit | Eli Jones Ph.D. Biographical Information Eli Jones, Ph.D., Montgomery, Texas, has served as a director of the Company since 2022. He is also a director of the Bank. Dr. Jones is a Professor of Marketing, the Lowry and Peggy Mays Eminent Scholar, and Dean Emeritus of Mays Business School at his alma mater, Texas A&M University. He served as the Dean of three flagship business schools over 13 of his 31 years in higher education, Dean of Mays Business School, Dean of the Sam M. Walton College of Business, and holder of the Sam M. Walton Leadership Chair at the University of Arkansas; and as Dean of the E. J. Ourso College of Business and the E. J. Ourso Distinguished Professor of Business at Louisiana State University. He has published sales and sales management research in top academic journals and is a co-author of five professional books. According to Google Scholar, peers have cited Eli’s academic publications more than 10,000 times. Jones has also been the recipient of Excellence in Teaching awards at the university, national, and international levels, as well as at the undergraduate and MBA levels. He has designed and delivered executive education programs in Belgium, China, France, India, Malaysia, Trinidad, the U.K., and the U.S. Before becoming a professor, Jones worked in sales and sales management for three Fortune 500 global companies. He is currently on the boards of Invesco Funds, Insperity, First Financial Bankshares, Inc., and the American Marketing Association (AMA). Dr. Jones earned a Lifetime Achievement Award from AMA for sustained contributions to the sales and sales management discipline. Savoy magazine recognized Dr. Jones as one of the top influential corporate directors in business today. Texas A&M University honored him with the Aggie Impact Award for impacting his community and profession globally. AMA, The Society for Marketing Advances, and the Academy of Marketing Science each awarded Dr. Jones the Distinguished Marketing Educator Award for distinguished service and outstanding contributions in marketing education. Qualifications & Experience Dr. Jones brings public company board experience, marketing, and sales experience, strategic planning, and other skills, including his tenure in higher education, and prior bank board service to the oversight of our operations. |
Nominees
| Lubbock, Texas Director Since: 2013 Board Committees: • Audit • Compensation • Executive • Nominating/Corporate Governance | I. Tim Lancaster Biographical Information Tim Lancaster, Lubbock, Texas, has served as a director of the Company since 2013. He serves as chairman of the Compensation Committee and is a member of the Audit, Executive, and Nominating/Corporate Governance Committees. He is also a director of the Bank, serving on the Directors’ Loan and Deposit Committee. He retired in 2019 as President and CEO of Hendrick Health System, a 525-bed regional hospital based in Abilene, Texas, having served in this capacity since 2004. From 1998 to 2004, he was CEO of Brownwood Regional Medical Center, Brownwood, Texas. He has a Bachelor of Finance degree from Texas Tech University and a Master's in Health Care Administration from Texas Woman’s University. He is a past Chair of the Board of Trustees of the Texas Hospital Association and was honored in February 2018 with the Earl M. Collier Award for Distinguished Health Care Administration in Texas. He has served on numerous healthcare-related boards on a national and state level. He is past Chairman of the Board of Regents of Texas Tech University System and currently serves on the Texas Tech University Foundation Board as Chairman. He also serves on the Buckner International Board of Directors, serving as Chairman of the Board. He was selected as Abilene’s Outstanding Citizen of the Year in 2018. Qualifications & Experience Mr. Lancaster adds significant operational, risk management, strategic planning, and administrative experiences, as well as corporate governance expertise that is important to the Company. His past leadership as the chief executive officer of a large hospital system brings strong accounting, management skills, and medical industry expertise to the oversight of our financial reporting and operational risk management. Mr. Lancaster had ten years in the banking industry prior to going into hospital administration | | Clarendon, Texas Director Since: 1998 Board Committees: • Compensation • Risk | Kade L. Matthews Biographical Information Kade L. Matthews, Clarendon, Texas, has served as a director of the Company since 1998. He serves on the Compensation and Risk Committees and is also is a director of the Bank. He is President of the Ruth and Percy Jones Foundation and Dodge Jones Legacy Foundation, private charitable foundations in Texas, a former member of the Amarillo Area Foundation, and an Emeritus Trustee of Texas Christian University, where he is an alumni. He also is on the board of visitors of the MD Anderson Cancer Center in Houston and is a former regent of Clarendon College and former president of the Clarendon College Foundation. He is a rancher and manages investments. Qualifications & Experience Mr. Matthews provides excellent agriculture and wealth management experience, local knowledge of economic trends in the communities that we serve, as well as compensation and benefits experience and corporate governance experience garnered through his leadership position and board service with other entities. |
Nominees
| Houston, Texas Director Since: 2019 Board Committees: • Executive • Nominating/Corporate Governance • Risk | Robert C. Nickles, Jr. Biographical Information Robert C. Nickles, Jr., Houston, Texas, has served as a director of the Company since 2019. He currently serves as Chairman of the Risk Committee and serves on the Executive and Nominating & Corporate Governance Committees. Mr. Nickles also serves as Chairman of the advisory board of the Bank’s Greater Houston Region. He is the founder and executive chairman of Alegacy Group, LLC, one of the largest gas compressor packagers in the world, with over $3.5 billion in revenue since its inception. He is managing director of multiple private investment companies. Mr. Nickles previously served in management roles, including CEO of Nickles Industries, SVP of Operations and SVP of Sales and Marketing for Cooper Cameron, and COO of Valerus Compression Services. He is a graduate of Oklahoma State University. In 2010, he was elected to the Commercial State Bank, Kingwood, Texas, board of directors and served on that board until the Company’s acquisition of that bank in 2018. Mr. Nickles serves as Chairman of the Finance Council for St. Matthias Catholic Church in Magnolia, TX. Qualifications & Experience His experience and qualifications provide sound leadership to the Board of Directors. Mr. Nickles brings strong financial, strategic planning, real estate, oil and gas manufacturing expertise and investment and lending skills important to the oversight of our financial reporting, enterprise, and operational risk management. | | Spring, Texas Director Since 2025 Board Committees: • Risk | Blake Poutra Biographical Information Blake Poutra, Spring, Texas, is a new nominee to the Board of Directors. He is a technology executive recognized for delivering exceptional growth and innovation. He is the Managing Partner and Principal at Big Enrichment, a venture studio emphasizing product-market fit and go-to-market strategies for enterprise software-as-a-service (SaaS) solutions. He also serves as Chief Executive Officer of Coennect, a Center of Excellence (CoE) platform that removes barriers to adoption and maximizes the value derived from enterprise SaaS applications. Previously, Mr. Poutra founded Phennecs, a privacy and data management software provider that he scaled from inception and subsequently sold to an enterprise software company, Salesforce (NYSE:CRM), within three years. In addition to his leadership roles, he serves on the Board of Directors for First Technology Services, where he advises on technology innovation and strategic growth. Qualifications & Experience Mr. Poutra’s extensive background in cloud computing, enterprise architecture, and artificial intelligence positions him at the forefront of digital transformation. He holds a Bachelor of Science from Texas A&M University and a Master of Science from the University of Texas, combining technical rigor with a keen understanding of business strategy. As a founder and chief executive, Blake has repeatedly demonstrated his expertise in launching and scaling product lines that address critical enterprise challenges in compliance, privacy, and productivity. His hands-on approach to software development, coupled with a proven track record of building and mentoring high-performance teams, continues to shape successful outcomes for companies navigating rapidly evolving technology landscapes. |
Nominees
| Abilene, Texas Director Nominee Financial Expert | Lota S. Zoth Biographical Information Lota Zoth, Buffalo Gap, Texas, is a new nominee to the Board of Directors. She has served as a director on the advisory board for the Bank’s Abilene Region since 2025. Ms. Zoth is a Certified Public Accountant and was Chief Financial Officer of MedImmune, Inc., a biotechnology company, until its sale to AstraZeneca in 2007. Since then, Ms. Zoth has served as a member of the board of directors of eleven biotechnology product development companies, nine of which either are or were publicly traded. Currently, Ms. Zoth serves on the board of enGene Holdings, Inc. (Nasdaq:ENGN) and Inovio Pharmaceuticals, Inc. (Nasdaq: INO), a biotechnology company, since January 2018 and August 2018, respectively. For each of these companies, Ms. Zoth also served as chair of the audit committee, designated as a financial expert. She has served these companies in various aspects of board leadership, including board chair and member of compensation, finance, nominating & governance and strategic transaction committees. Ms. Zoth received her B.B.A. in Accounting summa cum laude from Texas Tech University. Qualifications & Experience Ms. Zoth brings significant financial and accounting experience to the Board of Directors having finance experience in biotechnology, technology and not for profit roles. Her tenures as both a public company executive and public company board member will allow a for a unique perspective and experience for oversight of our financial reporting and risk management practices. |
Nominees
The Board of Directors recommends that you vote "FOR" the election of all thirteen director nominees.
Director Compensation
Director Compensation For 2025, we had twelve non-employee directors who received fees for attendance at Board of Director meetings and committee meetings. Directors who are also our executive officers or employees receive no compensation for service as members of either the Board of Directors or committees thereof. Director fees were paid as follows:
Director Compensation
| Description | Annual ($) | | Annual Cash Retainer fee (paid quarterly) | 50,000 | | Annual Restricted Share grant | 70,000 | | Board Meeting fee | 3,000 | | Committee Meeting fee | 1,500 | | Lead Director fee | 30,000 | | Chair Fee: | | | Audit Committee | 20,000 | | Compensation Committee | 15,000 | | Nominating/Corporate Governance Committee | 15,000 | | Risk Committee | 15,000 |
Director Compensation
Director fees are paid in cash, but a director may elect to defer receipt of fees into a non-qualified “Rabbi Trust” wherein the funds are used to purchase Company common shares on the open market. Because these shares are held in a “Rabbi Trust,” shares under this plan are not included in the director’s shares beneficially owned as disclosed on pages 19-20 (however, these shares are noted in footnote (11) in the Beneficial Ownership Table above). As of March 2, 2026, the Rabbi trust held 502,966 shares in trust for the Company’s directors. On April 29, 2025, each non-employee director, received 2,073 shares of Company common shares with respect to their annual $70,000 restricted share grant under the 2021 Omnibus Plan approved by shareholders on April 27, 2021. The closing Company stock price on issuance date was $33.78 and vests from issuance date to the 2026 shareholder meeting on April 28, 2026. Non-employee directors do not participate in the Company’s profit sharing or other benefit plans. Directors are reimbursed for actual travel costs to attend the respective meetings. In addition, a director serving on the board of a subsidiary or a regional advisory board receives director and committee fees per meeting, which are included in the table below. Director compensation for the year ended December 31, 2025, was as follows:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) (1) | | Vianei Braun | 87,000 | 70,000 | 157,000 | | David Copeland | 114,750 | 70,000 | 184,750 | | Sally Pope Davis | 84,250 | 70,000 | 154,250 | | Mike Denny | 94,700 | 70,000 | 164,700 | | Murray Edwards | 187,700 | 70,000 | 257,700 | | Geoff Haney | 78,783 | 70,000 | 148,783 | | Eli Jones, PhD | 77,000 | 70,000 | 147,000 | | Tim Lancaster | 120,000 | 70,000 | 190,000 | | Kade L. Matthews | 78,500 | 70,000 | 148,500 | | Robert Nickles | 95,500 | 70,000 | 165,500 | | Blake Poutra | 62,583 | 70,000 | 132,583 | | Johnny E. Trotter | 89,850 | 70,000 | 159,850 |
Director Compensation
During 2025, the directors did not receive option awards, non-equity incentive plan compensation, pension or deferred compensation earnings, or other compensation.
Non-employee Director and Director Nominee Independence
Non-employee Director and Director Nominee Independence In accordance with Nasdaq rules, our Board of Directors affirmatively determines the independence of each non-employee director and each nominee for election as a director. The Board of Directors makes its determination based on the elements of independence set forth in the Nasdaq listing standards. We have not adopted any supplemental independence criteria. Based on these standards, the Board of Directors has determined that each of the following non-employee directors is independent:
Non-employee Director and Director Nominee Independence
| Vianei Lopez Braun | Eli Jones, Ph.D. | | David L. Copeland | I. Tim Lancaster | | Sally Pope Davis | Kade L. Matthews | | Mike B. Denny | Robert C. Nickles | | Murray H. Edwards | Blake Poutra | | Geoff Haney | Lota S. Zoth |
Non-employee Director and Director Nominee Independence
All members of the Audit, Compensation, Nominating/Corporate Governance, and Risk Committees are independent under the applicable Nasdaq listing standards. Given his management position as Executive Chairman, Mr. Dueser is not considered an independent director.
Overall Summary of Key Compensation Governance Features
| What We Do | | | What We Don't Do | | ✓ | Emphasize performance-based, variable (at-risk) incentive compensation | ✓ | Permit hedging or speculative transactions in Company stock by executive officers | | ✓ | Require meaningful executive stock ownership through formal stock ownership guidelines | ✓ | Reprice stock options or other equity awards | | ✓ | Maintain a compensation clawback and recoupment policy | ✓ | Issue employment agreements or agreements with tax gross-up provisions | | ✓ ✓ | Conduct an annual advisory “say-on-pay” vote Maintain a fully independent Compensation Committee | ✓ | Provide excessive or non-business-related perquisites | | ✓ | Engage an independent compensation consultant that reports directly to the Compensation Committee | | |
Compensation Philosophy & Objectives
| Alignment with Shareholder Interests | Executives should be compensated through market-competitive pay elements based on short-term and long-term performance objectives that align executive compensation with the creation of long-term value for our shareholders. | | Pay for Performance | A substantial portion of executives’ compensation should be linked to the achievement of pre-determined financial and investment metrics with challenging performance targets that align with the Company’s operational business plan. | | Risk Awareness | Compensation should be structured to discourage excessive risk-taking and support sound decision-making in a highly regulated industry. |
Key Elements of Executive Compensation
| Compensation Element | How Paid | Purpose | | Base Salary | Cash (fixed payments) | Provides a competitive base salary relative to similar positions in the market to attract and retain highly skilled executive talent | | Short-term Incentives | Cash (variable/performance) | Focus on achieving predetermined annual financial performance and other strategic objectives supporting growth, profitability, and returns for our shareholders | | Long-term Incentives | Equity Grants - Performance Stock Options (PSUs) - Stock Options - Restricted Stock Units (RSUs) | Focus on incentives for executives to reach financial goals and align their long-term economic interests with those of our shareholders through meaningful use of a mix of equity incentives; including stock price appreciation in the case of stock options | | Other Benefits | SERP (deferred) 401(k) Profit Sharing Plan ESOP | Provide retirement security and wealth accumulation through employer contributions and employee deferrals of compensation as well as retirement benefits and additional stock ownership |
Compensation Decision-Making Process
Compensation Decision-Making Process Role of Compensation Committee. Our Compensation Committee has the primary responsibility for approving our compensation philosophy and programs as they relate to our executive officers, including the named executive officers. The Compensation Committee is comprised of independent, non-employee members of the Board of Directors. The Compensation Committee works very closely with the independent compensation consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the Compensation Committee’s Charter, which is available on our website at www.ffin.com in the “Investor Relations/Shareholder Information/Governance Documents.” The Compensation Committee makes all final recommendations to the full Board of Directors for all compensation and equity award decisions regarding our executive officers, including the Chief Executive Officer (“CEO”). Compensation for the named executive officers is approved by the independent board members. Role of Senior Management. Members of our management team attend regular Compensation Committee meetings where executive compensation, Company, and individual performance, and competitive compensation levels and practices are discussed and evaluated. The Committee and subsequently the independent members of the Board of Directors review the CEO’s performance and make all final determinations regarding the CEO's compensation after conducting their review; for other executive officers, the Committee reviews the CEO’s assessment of their performance and proposed pay decisions. Only the Committee members and independent board members are allowed to vote on decisions regarding executive officer compensation. Role of the Independent Compensation Consultant. The Compensation Committee retained Pearl Meyer in 2025 to serve as its independent executive compensation consultant. The services provided by Pearl Meyer include advising the Compensation Committee on the principal aspects of the executive compensation program and evolving best practices, and providing market information and analysis regarding the competitiveness of our program design and awards in relation to our performance. The Compensation Committee regularly reviews the services provided by its outside consultants and believes that Pearl Meyer is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review of its relationship with Pearl Meyer in 2025 and determined that Pearl Meyer’s work for the Compensation Committee did not raise any conflicts of interest, taking into account the “independence factors” identified by the SEC and Nasdaq. The Compensation Committee continues to monitor the independence of its compensation consultant on a periodic basis Role of Competitive Benchmarking. The Compensation Committee measures the Company’s senior management compensation levels with comparable compensation levels in industry benchmark studies and peer group data. We use survey data to benchmark our executive positions to those at other banking institutions with total asset sizes similar to ours. In addition, the Compensation Committee evaluates the Company's named executive officer compensation levels with comparable compensation levels for a peer group of comparable banks based on asset size, geography and operations. The peer group companies considered by the Compensation Committee are:
Short-term Incentives (Cash)
Short-term Incentives (Cash) We offer a short-term incentive plan that provides senior management with an opportunity to receive a cash award based on the achievement of pre-determined performance goals.
Target Award Opportunities
| Named Executive Officer | 2025 Base Salary ($) | Target Annual Incentive Opportunity (%) | Target Annual Incentive Opportunity ($) | | Dueser(1) | 1,205,000 | 90 | 1,084,500 | | Bailey | 600,000 | 60 | 360,000 | | Hickox | 630,000 | 60 | 378,000 | | Butler | 640,000 | 60 | 384,000 | | Longhofer | 450,000 | 50 | 225,000 |
Target Award Opportunities
In connection with Mr. Dueser’s transition to Executive Chair and Mr. Bailey’s appointment as President and Chief Executive Officer, each effective February 1, 2026, the Compensation Committee adjusted their respective target annual incentive opportunities to better align with market practices and the scope of their roles. Mr. Dueser’s target annual incentive opportunity was reduced from 90% to 80% of base salary, while Mr. Bailey’s target annual incentive opportunity was increased from 60% to 85% of base salary.
Performance Metrics, Goals and Results
Performance Metrics, Goals and Results For 2025, the Compensation Committee selected performance metrics that balance profitability, growth, efficiency, and risk management, using scorecards of financial and operational measures aligned with the Company’s strategy. The plan places heavier emphasis on sustainable Bank Earnings Growth because it is a primary driver of long-term stockholder value and all NEOs are held accountable for results against this key financial measure. The other metrics vary to reflect differences in role and responsibility. The scorecard for Messrs. Dueser, Bailey, Butler and Ms. Hickox (our CEO and Corporate leaders) emphasizes balanced growth, sustainable profitability, and operating discipline:
Performance Metrics, Goals and Results
| Performance Metric | Weighting | Performance Range | | | Actual Results | | | | Threshold | Target | Maximum | | | Bank Earnings Growth | 40% | 6.00% | 10.00% | 15.00% | 14.50% | | Total Loan Growth | 25% | 6.00% | 8.00% | 10.00% | 3.32% | | Total Deposit Growth | 25% | 4.00% | 6.00% | 8.00% | 10.30% | | Efficiency Ratio | 10% | 48.00% | 47.00% | 46.00% | 45.44% |
Performance Metrics, Goals and Results
The scorecard for Mr. Longhofer (our EVP, Chief Credit Officer) emphasizes asset quality and prudent risk oversight in addition to earnings growth:
Performance Metrics, Goals and Results
| Performance Metric | Weighting | Range of Performance Goals | | | Actual Results | | | | Threshold | Target | Maximum | | | Bank Earnings Growth | 40% | 6.00% | 10.00% | 15.00% | 14.50% | | Net Charge-Offs | 30% | .0.07% | 0.05% | 0.03% | 1.07% | | Non-Performing Assets | 30% | .0.80% | 0.60% | 0.40% | 0.69% |
Performance Metrics, Goals and Results
Based on the above performance results, Messrs. Dueser, Butler, Bailey and Ms. Hickox earned between 87% and 94% of their target awards and Mr. Longhofer earned 68% of his target award. Actual award amounts for each of the NEOs are listed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. While the performance goals are the primary drivers of annual incentive awards, the Compensation Committee retains discretion to adjust payouts upward or downward to ensure payouts appropriately reflect the Company’s overall performance, including considerations such as audit, compliance, and asset quality, as well as each named executive officer’s individual performance.
Long-term Incentives (Equity Grants)
Long-term Incentives (Equity Grants)
Fiscal 2025 Equity Awards
Fiscal 2025 Equity Awards Long-term incentives are intended to align the long-term interests of our named executive officers and our shareholders and encourage the achievement of the long-term goals of the Company. Long-term equity incentives are also designed to motivate and retain top talent. To accomplish these objectives, the Compensation Committee considers a mix of equity vehicles when granting long-term incentives, using performance stock units (PSUs), stock options and restricted stock units (RSUs) as follows:
Fiscal 2025 Equity Awards
| Equity Award | Weight | Objectives and Design | | Performance Stock Units (PSUs) | 33% | • Rewards achievement of outstanding operating performance over a three-year period • For fiscal 2025, the Committee selected Return on Average Assets (ROAA) as the performance metric: o ROAA is measured relative to industry peers o Performance peer group: over 60 publicly-traded banks with $10B to $50B in assets • No dividends paid on unvested units; dividends accrued on unvested units and only paid on the units that vest performance | | Stock Options | 33% | • Reward long-term shareholder value creation in the form of stock price appreciation • Vesting: 33.3% per year • Participants are encouraged to exercise stock options and hold the shares | | Restricted Stock Units (RSUs) | 33% | • Encourages retention and increases stock ownership • Vesting 33.3% per year • No dividends paid on unvested units; dividends accrued on unvested units and only paid on the units that vest |
Fiscal 2025 Equity Awards
Long-term equity awards also include strong governance features, such as confidentiality and non-compete requirements, as well as clawback provisions that permit the Board to recoup compensation in the event of misconduct or other detrimental actions.
2025 Target Award Opportunity
2025 Target Award Opportunity The Compensation Committee determines long-term incentive award amounts based upon a number of factors, including competitive market data, total overall compensation provided to each named executive officer, Company performance during the fiscal year preceding the year of grant, and historic grants. The table below shows the annual long-term incentive award values granted for fiscal year 2025 for each of the named executive officers:
2025 Target Award Opportunity
| | Target PSUs | Stock Options | RSUS | Total Award Value | | Dueser | 449,984 | - | 449,983 | 889,967 | | Hickox | 123,972 | 124,026 | 123,971 | 371,969 | | Butler | 125,975 | 126,023 | 125,975 | 377,973 |
2025 Target Award Opportunity
Given the planned leadership transition effective February 1, 2026, Mr. Dueser did not receive stock options as part of his 2025 long-term incentive award; instead, his grant was delivered 50% in PSUs and 50% in RSUs to align with his future role and the Company’s succession plan. Award amounts for PSUs and RSUs were determined based on the closing price of our common stock on the date of grant on August 14, 2025, which was $36.43. Stock option awards were calculated based on Black-Scholes values. For the PSU grant issued in 2025, the performance is measured based on relative ROAA over the three-year period (January 1, 2025 – December 31, 2027). Actual awards earned and vested may range from zero to 200% based on the following:
2025 Target Award Opportunity
| Company Percentile ROAA Performance Relative to Peer Group | % of Target Award Earned | | 80th percentile or above | 200% | | 60th percentile | 100% | | 40th percentile | 50% | | Below 40th percentile | 0% |
2025 Target Award Opportunity
(1) The applicable vesting percentage for performance between the 40th and 60th percentiles and between the 60th and 80th percentiles is determined by straight-line linear interpolation. The Company must achieve the 60th percentile to earn the target award and no PSUs will be earned below the threshold of 40thpercentile. Stock Options. Stock options are used as a long-term incentive to directly link executive compensation with stock price appreciation. In 2025, the Compensation Committee granted stock options. These awards vest in equal installments over three years and expire ten years from the grant date. The Committee encourages executives to build and maintain a meaningful equity stake in the Company, reinforcing alignment with stockholders.
Restricted Stock Units (“RSUs”)
Restricted Stock Units (“RSUs”) The RSUs include time-based vesting equally over a three-year period following the date of grants; the RSUs include dividend equivalent rights, which are distributable with the vesting of the shares but do not include voting rights.
Earned and Vested PSUs for the 2023 to 2025 Period
Earned and Vested PSUs for the 2023 to 2025 Period The Company expects to settle PSUs for the 2023 thru 2025 performance period in mid-March at 150% of the target award based on results. The performance goals for this period consist of relative operating earnings per share growth (50%) and relative ROAA (50%) as compared to industry peers. The industry peer group consists of over 60 banks with $10B to $50B in assets. For the period, the Company expects relative earnings per share growth to be approximately in the 51st percentile and the relative ROAA at approximately the 89th percentile.
Retirement Plans
Retirement Plans 401(k), Profit Sharing Plan and Employee Stock Ownership Plan. All eligible employees, including the named executive officers, participate in Company’s defined contribution plan. The 401(k) feature of the plan allows the participants to make pre-tax contributions. The plan includes a “safe harbor” Company match equal to 100% of each participant’s contributions up to 3% of compensation, plus 50% of contributions between 3% and 5%. Profit sharing contributions are discretionary, reviewed annually by the Compensation Committee, and approved by the Board. Employees are not required to contribute to receive profit sharing. Employer contributions are allocated pro rata based on participant compensation, as defined in the plan. The Internal Revenue Service limits the compensation amount used to calculate a participant’s benefit to $350,000 for 2025 (adjusted annually). The total of employer and employee contributions may not exceed $70,000 in 2025. Participants may also make catch-up contributions, up to $7,500 if age 50 or older, and up to $11,250 if age 60–63. Our plan also includes an employee stock ownership plan (“ESOP”) component in which 25% of annual profit sharing contributions are invested in Company stock. Participants may take dividends in cash or reinvest in additional shares. Participants own and may vote the shares in their ESOP accounts. The profit sharing plan provides for graduated vesting, with full vesting after six years of service. Safe harbor contributions and reinvested ESOP dividends vest immediately. Benefits include contributions, investment gains/losses, and forfeitures. Voluntary contributions are always fully vested. The plan also provides immediate vesting upon retirement, death, or disability. Senior management participates on the same terms as all employees. Employer profit sharing contributions are capped at 15% of eligible pay, plus the safe harbor match, subject to IRS limits. Supplemental Executive Retirement Plan. The SERP is a non-qualified deferred compensation plan for key executives designated by the Board, including our named executive officers. It provides benefits upon retirement, death, disability, or termination (other than “for cause”), in compliance with Section 409A of the Internal Revenue Code. The Company may make discretionary contributions to participant accounts, which may be fully or conditionally vested. All unvested amounts vest immediately upon death, disability, or a change in control. Participants may also defer cash salary, short-term incentives, and restricted or performance stock units into the SERP, based on their elections. Contributions are credited with earnings or losses based on participant investment elections, using the same investment options available under the Company’s profit sharing plan (other than Company stock). Vested account balances are paid following termination, in a lump sum or installments, as elected by the participant in accordance with Section 409A. In January 2026, the Company contributed $905,000 to the SERP for all participants, including the named executive officers, with respect to 2025. Make Whole Plan. The Company maintains a frozen non-qualified excess benefit plan. Under this plan, executives whose Company contributions to the profit sharing plan and 401(k) match were limited by IRS rules previously received supplemental Company contributions equal to the amounts they would have received absent those limits. This plan used the same contribution formula and vesting requirements as the 401(k) plan and was 100% vested in the Company’s common stock. This plan was implemented by the Compensation Committee to allow senior management whose compensation was in excess of Internal Revenue Service limits to have profit sharing/401(k) matches in the same proportionate ratio as all employees. The Make Whole Plan was “frozen” as to new participants and contributions effective December 31, 2018. At December 31, 2025, the plan held 112,149 of the Company’s common shares. Executive Recognition Agreements and Potential Payments Upon a Change in Control. The Company has entered into Executive Recognition agreements with named executive officers. The Company does not utilize employment agreements other than in connection with business combination transactions. We believe our executive recognition agreements are conservative when compared to the competitive market. The agreements have been continually renewed since we view them as necessary to ensure the continued focus of our executives on making the appropriate strategic decisions for the Company, even if the decision involves a change in control. Each executive recognition agreement provides severance benefits for each applicable executive officer if, within two years following a change in control, the officer’s employment with us or our subsidiaries is terminated (i) by us (including any successor to us) or the subsidiary bank for any reason other than for cause (see below), or (ii) by the executive officer for good reason (see below). As used in the executive recognition agreements, a “change in control” is defined as one or more of the following: • a person or entity directly or indirectly acquires securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding voting securities; • the consummation of a reorganization, merger, consolidation, recapitalization, exchange offer, purchase of assets or other transaction, in each case, with respect to which the persons who were the beneficial owners of the Company immediately prior to such a transaction do not immediately after such transaction, own more than 50% of the combined voting power of the reorganized, merged, recapitalized or resulting company’s then outstanding voting securities; • the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company and such complete liquidation or dissolution is consummated; • in any two-year period, individuals who are members of the Board of Directors at the beginning of such period plus each new director whose election or nomination for election was approved by at least two-thirds of the directors in office immediately prior to such election or nomination, cease for any reason to constitute at least a majority of the Board; or • the sale or disposition by the Company of all or substantially all of the Company’s assets other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least 50% of the combined voting power of the voting securities of which is owned by persons in substantially the same proportions as their ownership of the Company immediately prior to such sale. As used in the executive recognition agreements, “cause” means termination of an employee due to the: • willful and continued failure by the employee to substantially perform his or her duties with the Company (other than any such failure resulting from the employee’s physical or mental incapacity due to injury or illness) after written demand for substantial performance is delivered to the employee by the Company; or willful engaging by the employee in conduct, which is demonstrably injurious to the Company, monetarily or otherwise. As used in the executive recognition agreements, “good reason” means termination by an employee due to:
Retirement Plans
a determination by the employee, made in good faith and based on the employee’s reasonable belief, that there has been a materially adverse change in his or her status or position as an executive officer of the Company as in effect immediately prior to the change in control, including, without limitation, any material change in the employee’s status or position as a result of a diminution in the employee’s duties or responsibilities or the assignment to the employee of any duties or responsibilities which are inconsistent with his or her status or position, or any removal of the employee from or failure to reappoint or reelect the employee to such position; • a material reduction by the Company in the employee’s annual base salary in effect immediately prior to the change in control; • the relocation of the employee’s principal office outside of the city or metropolitan area in which the employee is residing at the time of any change in control; • a material reduction by the Company in the budget over which the employee retained authority immediately prior to a change of control; • the failure by the Company to provide and credit the employee with the number of paid vacation days to which the employee is then entitled in accordance with the Company’s normal vacation policy as in effect immediately prior to a change in control; • any action or inaction by the Company following a change in control that constitutes a material breach of the agreement under which the employee provides services to the Company; • the failure by any successor corporation to the Company to assume the executive recognition agreement; or • any purported termination of the employee not effected pursuant to a notice of termination as required by the executive recognition agreement. Such severance benefits under the executive recognition agreements provide that the executive officer will receive a payment equal to a certain percentage (as set forth in his or her executive recognition agreement) of his or her annual base salary immediately preceding the date of termination along with the targeted amount of the employee's bonus prorated through the date of termination and payment of the employee's unused paid time-off. The percentage of annual base salary to be received upon a change in control pursuant to his or her executive recognition agreement is 200% (except for the CEO where this percentage is 300%). The executive recognition agreements were renewed on July 1, 2024, with a term to expire on June 30, 2026. The agreements automatically renew for a two year period unless terminated by the Compensation Committee prior to the end of the term. However, if a change in control occurs during the original term of the executive recognition agreements, then the executive recognition agreements will continue in effect for an additional period of two years following the change in control. Similarly, if a second change in control occurs within two years from the date of the first change in control, then the executive recognition agreements will continue in effect for a period of two years from the date of the second change in control. The agreements include confidentiality obligations but do not bind the executives to non-competition, non-disparagement, or non-solicitation clauses. The executive recognition agreements provide that if any payments or benefits to the employee would constitute a “parachute payment” (as defined in Internal Revenue Code Section 280G(b)(2)) and would be subject to excise tax, then a calculation shall be made comparing (i) the net benefit to the employee after payment of such excise tax to (ii) the net benefit to the employee if payments are limited to the extent necessary to avoid being subject to the excise tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the payments be reduced to the minimum extent necessary to ensure that no portion of the payment to the employee is subject to the excise tax. Amounts that would be paid under these agreements upon a change in control and a qualifying termination for good reason using base salary information as of December 31, 2025, for the named executive officers would be as follows:
Retirement Plans
| Name | Amount | Value of Stock Options and Restricted Stock | | F. Scott Dueser, Chairman and Chief Executive Officer * | $3,615,000 | $1,448,366 | | David W. Bailey, President | $1,200,000 | $382,563 | | Michelle S. Hickox, Executive Vice President & CFO | $1,260,000 | $546,269 | | Ronald D. Butler, II, Executive Vice President & CAO | $1,280,000 | $552,512 | | Luke Longhofer, Chief Credit Officer | $900,000 | $337,579 |
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation for our named executive officers in 2025, 2024, and 2023:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (6) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | F. Scott Dueser, * | 2025 | 1,201,042 | - | 899,967 | - | 945,925 | 248,643 | 60,970 | 3,356,547 | | Chairman and CEO | 2024 | 1,181,250 | - | 980,989 | 245,245 | 974,531 | 113,897 | 56,088 | 3,552,000 | | | 2023 | 1,171,875 | - | - | - | - | 45,583 | 22,350 | 1,239,808 | | David W. Bailey | 2025 | 600,000 | - | 240,001 | 120,023 | 336,000 | 65,146 | 60,970 | 1,422,140 | | President | 2024 | 418,333 | - | 149,991 | 75,018 | 177,750 | 26,445 | 56,088 | 903,625 | | Michelle S. Hickox, | 2025 | 628,333 | - | 247,943 | 124,026 | 352,800 | 92,658 | 60,970 | 1,506,730 | | EVP/CFO | 2024 | 620,000 | - | 247,945 | 124,022 | 325,500 | 45,548 | 56,088 | 1,419,103 | | | 2023 | 597,545 | 62,677 | 239,960 | 120,028 | 31,000 | 16,576 | 22,350 | 1,090,136 | | Ronald D. Butler, II, | 2025 | 638,333 | - | 251,950 | 126,023 | 358,400 | 94,844 | 60,970 | 1,530,520 | | EVP/CAO | 2024 | 630,000 | - | 252,001 | 126,024 | 330,750 | 46,984 | 56,088 | 1,441,847 | | | 2023 | 625,000 | - | 239,960 | 120,028 | 31,500 | 22,416 | 22,350 | 1,061,254 | | T. Luke Longhofer, | 2025 | 446,667 | - | 179,964 | 90,022 | 162,000 | 38,780 | 60,970 | 978,403 | | Chief Credit Officer | | | | | | | | | |
Summary Compensation Table
* Mr. Dueser declined to receive his long-term equity and short-term non-equity incentives for 2023. (1) Amount represents the value of restricted stock, RSUs, and/or PSUs granted on August 14, 2025, August 14, 2024 and August 16, 2023, under the 2021 Omnibus Stock and Incentive Plan approved by shareholders on April 27, 2021. The shares vest over three years. (2) See note 17 to the financial statements included with the Annual Report on Form 10-K for the assumptions made in the valuation of these option awards. (3) Amount represents cash bonus earned in the respective year related to the achievement of pre-determined performance goals. (4) Amount represents the amount contributed to our supplemental executive retirement plan on behalf of each named executive officer for 2025, 2024, and 2023. (5) Amount represents the amount contributed to the profit sharing plan, and the 401(k) match on behalf of each named executive officer as well as country club dues paid for each named executive officer. For the year ended December 31, 2025, profit share contributions and 401(k) match contributions totaled $42,770 and $14,000 each for Mr. Dueser, Mr. Bailey, Ms. Hickox, Mr. Butler, and Mr. Longhofer, respectively. In connection with hiring Ms. Hickox in 2023, the Company paid her a signing bonus of $50,000. Additionally, she received a relocation bonus of $12,677.
Grants of Plan-Based Awards
Grants of Plan-Based Awards During 2025, the Compensation Committee, and approved by the Board of Directors, granted incentive stock options, restricted stock units, and performance stock units under the 2021 Omnibus Stock and Incentive Plan approved by shareholders on April 27, 2021. The following table discloses information related to the grants made during 2025:
Grants of Plan-Based Awards
| | | Estimated future payouts under non-equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards (2) | | | All other stock awards: Number of shares of stock | All other option awards: Number of securities underlying | Exercise or base price of option | Grant date fair value of stock and option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or units (#)(3) | options (#) | awards ($/sh) | awards ($)(4) | | F. Scott | 1-1-25 | 84,350 | 1,084,500 | 1,325,500 | - | - | - | - | - | - | - | | Dueser | 8-14-25 | - | - | - | 3,088 | 12,352 | 24,704 | 12,352 | - | N/A | 899,967 | | David W. | 1-1-25 | 24,000 | 360,000 | 480,000 | - | - | - | - | - | - | - | | Bailey | 8-14-25 | - | - | - | 824 | 3,294 | 6,588 | 3,294 | 11,062 | 36.43 | 360,024 | | Michelle S. | 1-1-25 | 25,200 | 378,000 | 504,000 | - | - | - | - | - | - | - | | Hickox | 8-14-25 | - | - | - | 851 | 3,403 | 6,806 | 3,403 | 11,431 | 36.43 | 371,969 | | Ronald D. | 1-1-25 | 25,600 | 384,000 | 512,000 | - | - | - | - | - | - | - | | Butler, II | 8-14-25 | - | - | - | 865 | 3,458 | 6,916 | 3,458 | 11,615 | 36.43 | 377,973 | | T. Luke | 1-1-25 | 40,500 | 225,000 | 315,000 | - | - | - | - | - | - | - | | Longhofer | 8-14-25 | - | - | - | 618 | 2,470 | 4,940 | 2,470 | 8,297 | 36.43 | 269,987 |
Grants of Plan-Based Awards
(1) Represents annual cash incentive opportunity for 2025; see “Short-term Incentive (Cash Bonus)” section beginning on page 39 above. (2) Represents performance stock unit (PSU) awards granted under the 2021 Omnibus Stock and Incentive Plan. The threshold, target, and maximum number of shares shown based on the number of PSUs at 25% vesting, 100% vesting, and amount granted, and 200% vesting, respectively, based on each award vesting as described on pages 41-42. (3) Represents restricted stock unit (RSU) awards granted under the 2021 Omnibus Stock and Incentive Plan. Each award vests one-third at the end of one year, two-thirds at the end of two years, and in full at the end of three years. Amounts reflect the grant date fair value of the respective award, computed in accordance with the ASC topic 718. Regardless of the value on the grant date, the actual value that may be realized from an award is contingent on the satisfaction of the applicable condition to vesting of that award, and for stock options, also upon the excess of the Company’s stock price over the exercise price. For a discussion of the assumptions used in the valuation of these awards, see note 17 of the notes to consolidated financial statements in our Annual Report on Form 10-K.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End On December 31, 2025, the following stock options and restricted stock were outstanding for the respective named executive officers under the 2012 Stock Option Plan or the 2021 Omnibus Stock and Incentive Plan:
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards (1) | | | | | Stock Awards (2)(3)(4)(5)(6) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Option (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(1) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | F. Scott Dueser | 08-16-21 | 14,780 | 3,696 | - | 48.91 | 08-16-31 | - | - | - | - | | | 08-16-22 | 12,796 | 8,530 | - | 47.19 | 08-16-32 | - | - | - | - | | | 08-14-24 | - | - | - | - | - | 9,514(2) | 284,183 | - | - | | | 08-14-24 | - | - | - | - | - | 28,542(4) | 852,550 | - | - | | | 08-14-24 | 8,208 | 16,415 | - | 34.37 | 08-14-34 | - | - | - | - | | | 08-14-25 | - | - | - | - | - | 12,352(2) | 368,954 | - | - | | | 08-14-25 | - | - | - | - | - | 24,704(5) | 737,908 | - | - | | David W. Bailey | 06-12-17 | 10,000 | - | - | 21.18 | 06-12-27 | - | - | - | - | | | 06-26-19 | 6,000 | - | - | 29.70 | 06-26-29 | - | - | - | - | | | 08-16-21 | 1,190 | 298 | - | 48.91 | 08-16-31 | - | - | - | - | | | 08-16-22 | 1,670 | 1,113 | - | 47.19 | 08-16-32 | - | - | - | - | | | 08-16-23 | - | - | - | - | - | 639(2) | 19,087 | - | - | | | 08-16-23 | - | - | - | - | - | 3,838(3) | 114,641 | - | - | | | 08-16-23 | 4,498 | 2,249 | - | 29.53 | 08-16-33 | - | - | - | - | | | 08-14-24 | - | - | - | - | - | 1,454(2) | 43,431 | - | - | | | 08-14-24 | - | - | - | - | - | 4,364(4) | 130,353 | - | - | | | 08-14-24 | 2,511 | 5,021 | - | 34.37 | 08-14-34 | - | - | - | - | | | 08-14-25 | - | - | - | - | - | 3,294(2) | 98,392 | - | - | | | 08-14-25 | - | - | - | - | - | 6,588(5) | 196,784 | - | - | | | 08-14-25 | - | 11,062 | - | 36.43 | 08-14-35 | - | - | - | - | | Michelle S. Hickox | 08-16-23 | - | - | - | - | - | 1,354(2) | 40,444 | - | - | | | 08-16-23 | - | - | - | - | - | 8,126(3) | 242,724 | - | - | | | 08-16-23 | 9,526 | 4,763 | - | 29.53 | 08-16-33 | - | - | - | - | | | 08-14-24 | - | - | - | - | - | 2,404(2) | 71,807 | - | - | | | 08-14-24 | - | - | - | - | - | 7,214(4) | 215,482 | - | - | | | 08-14-24 | 4,151 | 8,301 | - | 34.37 | 08-14-34 | - | - | - | - | | | 08-14-25 | - | - | - | - | - | 3,403(2) | 101,648 | - | - | | | 08-14-25 | - | - | - | - | - | 6,806(5) | 203,295 | - | - | | | 08-14-25 | - | 11,431 | - | 36.43 | 08-14-35 | - | - | - | - | | Ronald D. Butler, II | 06-12-17 | 20,000 | - | - | 21.18 | 06-12-27 | - | - | - | - | | | 06-26-19 | 10,000 | - | - | 29.70 | 06-26-29 | - | - | - | - | | | 08-16-21 | 5,132 | 1,283 | - | 48.91 | 08-16-31 | - | - | - | - | | | 08-16-22 | 4,175 | 2,783 | - | 47.19 | 08-16-32 | - | - | - | - | | | 08-16-23 | - | - | - | - | - | 1,354(2) | 40,444 | - | - | | | 08-16-23 | - | - | - | - | - | 8,126(3) | 242,724 | - | - | | | 08-16-23 | 9,526 | 4,763 | - | 29.53 | 08-16-33 | - | - | - | - | | | 08-14-24 | - | - | - | - | - | 2,444(2) | 73,002 | - | - | | | 08-14-24 | - | - | - | - | - | 7,332(4) | 219,007 | - | - | | | 08-14-24 | 4,218 | 8,435 | - | 34.37 | 08-14-34 | - | - | - | - | | | 08-14-25 | - | - | - | - | - | 3,458(2) | 103,290 | - | - | | | 08-14-25 | - | - | - | - | - | 6,916(5) | 206,581 | - | - | | | 08-14-25 | - | 11,615 | - | 36.43 | 08-14-35 | - | - | - | - | | T. Luke Longhofer | 06-12-17 | 1,500 | - | - | 21.18 | 06-12-27 | - | - | - | - | | | 06-26-19 | 10,000 | - | - | 29.70 | 06-26-29 | - | - | - | - | | | 08-16-21 | 2,372 | 592 | - | 48.91 | 08-16-31 | - | - | - | - | | | 08-16-22 | 2,679 | 1,786 | - | 47.19 | 08-16-32 | - | - | - | - | | | 08-16-23 | - | - | - | - | - | 714(2) | 21,327 | - | - | | | 08-16-23 | - | - | - | - | - | 4,288(3) | 128,083 | - | - | | | 08-16-23 | 5,028 | 2,513 | - | 29.53 | 08-16-33 | - | - | - | - | | | 08-14-24 | - | - | - | - | - | 1,390(2) | 41,519 | - | - | | | 08-14-24 | - | - | - | - | - | 4,170(4) | 124,558 | - | - | | | 08-14-24 | 2,399 | 4,798 | - | 34.37 | 08-14-34 | - | - | - | - | | | 08-14-25 | - | - | - | - | - | 2,470(2) | 73,779 | - | - | | | 08-14-25 | - | - | - | - | - | 4,940(5) | 147,558 | - | - | | | 08-14-25 | - | 8,297 | - | 36.43 | 08-14-35 | - | - | - | - |
Outstanding Equity Awards at Fiscal Year-End
(1) Represents awards under (i) the 2012 Incentive Stock Option Plan with awards (prior to April 26, 2021) vesting 20% at the end of two years), 40% at the end of three years, 60% at the end of four years, 80% at the end of five years and in full at the end of six years; and (ii) the 2021 Omnibus Stock and Incentive Plan (after April 26, 2021) with vesting ratable over five or three years from the date of grant. Represents awards of restricted stock units under the 2021 Omnibus Stock and Incentive Plan. Each award vests one-third at the end of one year, two-thirds at the end of two years, and in full at the end of three years. Represents awards of performance stock units under the 2021 Omnibus Stock and Incentive Plan, which vest at the end of the three-year period ending December 31, 2025, based on the earnings growth (50%) and return on assets (50%) of the Company relative to all U.S. banks with $10 and $50 billion in assets, up to 200% of the units granted. At December 31, 2025, the vesting period for the PSUs that were granted in 2023 had been satisfied. These shares will not be reflected in the shares vested until the outcome of the peer performance condition is determined and the vesting is settled in the first quarter of 2026. The number of shares indicated in the table represents the maximum number of shares that may be received under the award. Represents awards of performance stock units under the 2021 Omnibus Stock and Incentive Plan, which vest at the end of the three-year period ending December 31, 2026, based on the return on assets (100%) of the Company relative to all U.S. banks with $10 and $50 billion in assets, up to 200% of the units granted. The number of shares indicated in the table represents the maximum number of shares that may be received under the award. (5) Represents awards of performance stock units under the 2021 Omnibus Stock and Incentive Plan, which vest at the end of the three-year period ending December 31, 2027, based on the return on assets (100%) of the Company relative to all U.S. banks with $10 and $50 billion in assets, up to 200% of the units granted. The number of shares indicated in the table represents the maximum number of shares that may be received under the award. (6) Calculated using the closing price of our common shares of $29.87 on December 31, 2025.
Option Exercises and Stock Vested
Option Exercises and Stock Vested During 2025, the following options and restricted stock awards were exercised by or vested for the named executive officers:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | F. Scott Dueser | - | - | 23,812 | 850,893 | | David W. Bailey | 2,000 | 39,820 | 2,611 | 93,365 | | Michelle S. Hickox | - | - | 2,557 | 91,730 | | Ronald D. Butler, II | 10,150 | 192,241 | 5,683 | 202,907 | | T. Luke Longhofer | 4,300 | 49,625 | 3,404 | 121,522 |
Option Exercises and Stock Vested
(1) Amount represents the difference between the aggregate option exercise price and the actual aggregate stock price on the date exercised. (2) Amount represents the aggregate restricted stock value on the date vested.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following amounts represent the 2025 activity in the Make Whole Plan described above and contributions made to the Supplemental Executive Retirement Plan (“SERP”), both being non-qualified deferred compensation plans. The SERP effectively replaced the Make Whole Plan effective January 1, 2019:
Nonqualified Deferred Compensation
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1)(2) | Aggregate Earnings (Loss) in Last FY ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE ($) | | F. Scott Dueser | | | | | | | Make Whole Plan | - | - | (435,298) | - | 2,398,183 | | SERP | 1,344,703 | 248,643 | 172,609 | - | 4,515,495 | | Michelle S. Hickox | | | | | | | SERP | 222,140 | 92,658 | 7,347 | - | 473,050 | | Ronald D. Butler, II | | | | | | | Make Whole Plan | - | - | (126,191) | - | 695,222 | | SERP | 237,265 | 94,844 | 12,895 | - | 768,631 | | David W. Bailey | | | | | | | SERP | 103,920 | 65,146 | (11,659) | - | 247,418 | | T. Luke Longhofer | | | | | | | SERP | 125,962 | 38,780 | (8,849) | | 314,801 |
Nonqualified Deferred Compensation
(1) Contributions to the SERP were made effective December 31, 2025, for the year then ended for each named executive officer. These amounts are included in the Summary Compensation Table in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column.
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information for 2025: The median of annual total compensation of all employees of our Company (other than Mr. Dueser, our Chairman and Chief Executive Officer) was $54,000; • The annual total compensation of Mr. Dueser, our Chairman and Chief Executive Officer, was $3,356,547 (see “Summary Compensation Table” on page 48); and • Based on this information, the ratio of the annual total compensation of our Chairman and Chief Executive Officer to the median of the annual total compensation of all employees is 62 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Chairman and Chief Executive Officer, we note the following: • For 2025, our employee population totaled approximately 1,600 individuals. This population consisted of our full-time and part-time employees, as we do not have temporary or seasonal workers. We selected December 31, 2025, as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner. • To find the median of the annual compensation of all our employees, we used the salary and wages, including overtime and incentive compensation, from our payroll records for 2025. • We identified our median employee using this compensation measure, which was consistently applied to all our employees included in this calculation.
Pay Versus Performance
Pay Versus Performance The following tables summarize compensation information for the principal executive officer and average compensation for the other named executive officers required by the SEC rules regarding Pay Versus Performance. The Company uses Annualized Net Income growth as its Company Selected Measure (CSM).
Pay Versus Performance
| Year | SCT Total Compensation for CEO | Compensation Actually Paid to CEO | Average SCT Total Compensation for Other NEOs | Average Compensation Actually Paid to Other NEOs | Value of Initial Fixed $100 Investment Based on: | | Net Income | Annualized Net Income Growth | | | | | | | FFIN TSR | Peer Group TSR * | | | | 2025 | $3,356,547 | $2,630,089 | $1,359,448 | $1,116,654 | $85.10 | $109.39 | $253,579 | 13% | | 2024 | $3,552,000 | $4,629,376 | $1,235,095 | $1,422,678 | $102.71 | $105.88 | $223,511 | 12% | | 2023 | $1,239,808 | $798,730 | $931,430 | $850,609 | $86.32 | $84.70 | $198,977 | -15% | | 2022 | $3,089,587 | $448,226 | $991,910 | $548,081 | $98.01 | $88.96 | $234,475 | 3% | | 2021 | $3,442,141 | $5,876,530 | $981,457 | $1,448,906 | $144.84 | $116.73 | $227,562 | 13% |
Pay Versus Performance
* Peer Group TSR is based on the KBW Nasdaq Bank Index Mr. Dueser served as our principal executive officer for 2021-2025. The other NEOs reflected in the table were the following individuals for 2025: Mr. Butler, Ms. Hickox, Mr. Bailey, and Mr. Longhofer. For 2024, it reflects the following individuals: Mr. Butler, Ms. Hickox, Mr. Bailey, and Mr. Kirk Thaxton. For 2023, it reflects the following individuals: Mr. Butler, Ms. Hickox, Mr. Longhofer, and Mr. Thaxton. For 2022, it reflects the following individuals: Mr. Butler, Mr. James R. Gordon, Mr. Thaxton, Mr. Longhofer. For 2021 it reflects the following individuals: Mr. Butler, Mr. Gordon, Mr. Thaxton and Mr. Gary Gragg. To calculate the Compensation Actually Paid (CAP), the following amounts were deducted from and added to Summary Compensation Table (SCT) total compensation:
Pay Versus Performance
| Year | SCT Total Compensation for CEO | Deductions from SCT Total | Additions to SCT Total | CAP | | | | i | ii | | | 2025 | $3,356,547 | $(1,148,610) | $422,152 | $2,630,089 | | 2024 | $3,552,000 | $(1,340,131) | $2,417,506 | $4,629,376 | | 2023 | $1,239,808 | $(45,583) | $(395,495) | $798,730 | | 2022 | $3,089,587 | $(1,361,910) | $(1,279,451) | $448,226 | | 2021 | $3,442,141 | $(1,672,598) | $4,106,987 | $5,876,530 |
Pay Versus Performance
| Year | SCT Total Compensation for other NEOs | Deductions from SCT Total | Additions to SCT Total | CAP | | | | i | ii | | | 2025 | $1,359,448 | $(417,845) | $175,051 | $1,116,654 | | 2024 | $1,235,095 | $(346,092) | $533,675 | $1,422,678 | | 2023 | $931,430 | $(311,413) | $230,592 | $850,609 | | 2022 | $991,910 | $(256,830) | $(186,999) | $548,081 | | 2021 | $981,457 | $(231,433) | $698,882 | $1,448,906 |
Pay Versus Performance
(i) Represents grant date fair value of equity based awards granted for each year shown and change in pension value and non-qualified deferred compensation for each year. (ii) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP and the change in value of non-qualified compensation plans for each year shown. The equity component of CAP for the year ended December 31, 2025 is further detailed below.
Pay Versus Performance
| CEO Equity Component of CAP for FY 2025: | | | | | | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2025 | Change in Value of Prior Years' Awards Unvested at 12/31/2025 | Change in Value of Prior Years' Awards That Vested in FY 2025 | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) = (a) + (b) + (c) | | ISOs | $— | $(128,127) | $(19,063) | $(147,190) | | RSAs | — | — | — | — | | RSUs | 368,954 | (58,797) | (513) | 309,644 | | PSUs | 368,954 | (88,195) | (7,016) | 273,743 | | Total | $737,908 | $(275,119) | $(26,592) | $436,197 |
Pay Versus Performance
| Average Non-CEO NEOs Equity Component of CAP for FY 2025: | | | | | | Equity Type | Fair Value of Current Year Equity Awards at 12/31/2025 | Change in Value of Prior Years' Awards Unvested at 12/31/2025 | Change in Value of Prior Years' Awards That Vested in FY 2025 | Equity Value Included in CAP | | | (a) | (b) | (c) | (d) = (a) + (b) + (c) | | ISOs | $66,941 | $(55,601) | $(10,174) | $1,166 | | RSAs | — | — | — | — | | RSUs | 94,277 | (18,158) | (508) | 75,611 | | PSUs | 94,277 | (36,662) | (584) | 57,031 | | Total | $255,495 | $(110,421) | $(11,266) | $133,808 |
Pay Versus Performance
The four items listed below represent the most important metrics we used to determine CAP for the year ended December 31, 2025, as further described in our Compensation Discussion and Analysis within the Short Term Incentives and Long Term Incentives sections.
Pay Versus Performance
| Most Important Performance Measures | | Efficiency Ratio | | Return on Assets | | Return on Equity | | Annual Net Income Growth |
Pay Versus Performance
The table below shows the relationship between our cumulative TSR and our peer group TSR over the five most recently completed fiscal years. Total Shareholder Return: Company vs. Peer Group The chart below shows the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our Other NEOs and our cumulative TSR over the most recently completed fiscal years. CAP vs. Total Shareholder Return The chart below shows the relationship between compensation actually paid to our CEO and the average of the compensation actually paid to our Other NEOs and our net income over the most recently completed fiscal years. CAP vs. Net Income Annualized Net Income Growth (CSM) is a primary driver of short term incentives and relative annualized net income growth is a key component of long term incentives. It is a key driver in both cash incentive bonuses as well as profit sharing amounts. The CEO and the other NEO's net income growth goals are set by the Compensation committee each year. In 2025, the consolidated Company exceeded the earnings growth goal.