First Financial Bankshares Inc 8-K, filed Jan 31, 2022
First Financial Bankshares Inc (FFIN)
About this 8-K
First Financial Bankshares Inc filed this 8-K on January 31, 2022, reporting on events of January 25, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 5.02: | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS, ELECTION OF DIRECTORS, APPOINTMENT OF CERTAIN OFFICERS; COMEPENSATORY ARRANGEMENTS OF OFFICERS. |
Retirement of Tucker S. Bridwell from the Board of Directors
On January 25, 2022, Tucker S. Bridwell, who has served as a director of First Financial Bankshares, Inc. (the “Company”) since 2007, notified the Board of Directors (the “Board”) of the Company of his planned retirement as a director of the Company effective as of the 2022 Annual Meeting of Shareholders on April 26, 2022. Mr. Bridwell’s retirement was not due to any disagreement with the Company relating to matters concerning the Company’s operations, policies, or practices. Upon Mr. Bridwell’s retirement, Murray H. Edwards, who has served as director since 2006, will become the lead independent director.
Appointment of Eli Jones to the Board of Directors
On January 25, 2022, the Board appointed Eli Jones, Ph.D.to the Board of the Company and was also appointed to the Board of First Financial Bank, N.A., a wholly owned subsidiary of the Company.
Mr. Jones currently serves as professor of Marketing and the Peggy Mays Scholar Chair of Business at Texas A&M University in College Station, Texas and served as Dean of the Mays Business School at Texas A&M University from July 1, 2015 to May 31, 2021. Since 2016, Mr. Jones has served on the board of trustees of the Invesco family of funds. Mr. Jones has also served on the Board of Directors for Insperity, Inc. (NYSE: NSP) since 2020, and he previously served as a director of Insperity, Inc. from 2004 through June 2016. In addition, Mr. Jones previously served as a director of ARVEST Bank headquartered in Fayetteville, Arkansas from 2012 to 2015. Mr. Jones received his Bachelor of Science in Journalism in 1982, Master of Business Administration in 1986, and Ph.D. in Business Administration | Marketing in 1997, all from Texas A&M University.
It is expected that Mr. Jones will serve on the Compensation Committee of the Board of Directors.
Mr. Jones will be compensated for his service on the Board pursuant to the existing non-employee director compensation programs. These compensation programs are described in detail in the Company’s proxy statement dated March 12, 2021 and filed with the U.S. Securities and Exchange Commission on such date. There are no arrangements or understandings between Mr. Jones and any other person pursuant to which Mr. Jones was appointed to the Board. There are no transactions in which Mr. Jones has or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Retirement of Gary S. Gragg
As previously disclosed, effective January 31, 2022, Gary S. Gragg, Executive Vice President and Chief Lending Officer of the Company, retired. Upon his retirement. Mr. Gragg’s duties and responsibilities were assumed by T. Luke Longhofer. Executive Vice President and Chief Credit Officer, who has served in that role since 2018 and joined the Company in 2011. This transition was part of the Company’s management succession plan.
| ITEM 7.01 | REGULATION FD DISCLSOURE. |
On January 25, 2022, the Company issued a press release announcing the appointment of Eli Jones to the Company’s Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
As provided in General Instruction B.2 to Form 8-K, the information furnished in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits. The following is an exhibit to this Current Report on Form 8-K:
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release issued by First Financial Bankshares, Inc., dated January 25, 2022. | |
| 99.2 | Press Release issued by First Financial Bankshares, Inc., dated January 31, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIRST FINANCIAL BANKSHARES, INC. | ||||||
| (Registrant) | ||||||
| DATE: January 31, 2022 | By: | /s/ F. Scott Dueser | ||||
| F. SCOTT DUESER | ||||||
| Chairman of the Board, | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
For Immediate Release
Tuesday, January 25, 2022
Contact: F. Scott Dueser, (325) 627-7031
First Financial Bankshares Announces Appointment of Eli Jones to Board of Directors
ABILENE, Texas, January 25, 2022 /PRNewswire/ — The Board of Directors of First Financial Bankshares, Inc. (NASDAQ: FFIN) announced today the appointment of Eli Jones, Ph.D. to the company’s Board of Directors. Jones also was appointed to the First Financial Bank, N.A. Board of Directors and he currently serves on the Bryan/College Station Regional Board of First Financial Bank, N.A.
“Eli is a nationally known academic, speaker and author, and has work experience with major publicly traded companies, and we are extremely pleased to welcome him to the First Financial Bankshares Board of Directors,” said F. Scott Dueser, Chairman, President and CEO of First Financial. “Eli has served on our Bryan/College Station board for the last year and is a well-respected member of the academic and business community. We look forward to having his direction on the company, bank and regional boards, particularly his experience in the areas of marketing and sales culture.”
Jones is a professor of marketing and the Lowry and Peggy Mays Eminent Scholar at Texas A&M University. He recently served for six years as dean of Texas A&M’s prestigious Mays Business School, one of the nation’s top 20 business programs, preceded by three years as dean of the Sam M. Walton College of Business at the University of Arkansas. He also served as dean of the business school at Louisiana State University and was founding executive director of the Sales Excellence Institute at the University of Houston. A nationally respected academician and higher education leader, Jones is a published author and teaches courses in strategic and advanced professional selling, sales leadership and marketing strategy.
Among his professional associations, Jones serves on Invesco’s Family of Funds Board of Directors, Trustee, and as director of the Insperity, Inc. (NYSE: NSP) Board of Directors. From 2012 to 2015, Jones served on the board of directors for Arvest Bank. He’s also contributed his time to many nonprofit and for-profit organizations, including the World Trade Center in Arkansas, University of Arkansas Technology Development Foundation, Mary Bird Perkins Cancer Center, and the Baton Rouge Area Chamber, among others. In 2016, the KPMG PhD Project, of which Jones is a charter member, inducted him into its hall of fame for “achieving significant impact within the network of minority business doctoral students and faculty.”
Jones is a Bryan/College Station native and holds degrees in journalism (B.S. 1982) and business administration (MBA, 1986 and Ph.D., 1997) from Texas A&M University.
About First Financial Bankshares, Inc.
Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that through its wholly-owned subsidiary, First Financial Bank, N.A., operates multiple banking regions with 78 locations in Texas, including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Bryan, Burleson, College Station, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, El Campo, Fort Worth, Fulshear, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Kingwood, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Palacios, Port Arthur, Ranger, Rising Star, Roby, San Angelo, Southlake, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. The Company also operates First Financial Trust & Asset Management Company, N.A., with ten locations and First Technology Services, Inc., a technology operating company. The Company is listed on The NASDAQ Global Select Market under the trading symbol FFIN. For more information about First Financial, please visit our website at http://www.ffin.com.
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Exhibit 99.2
| For immediate release | For More Information: | |
| F. Scott Dueser, Chairman, President & CEO | ||
| 325.627.7155 |
First Financial Bankshares Announces Promotion of Luke Longhofer
to EVP Chief Lending Officer
ABILENE, Texas, January 31, 2022—The Board of Directors of First Financial Bankshares, Inc. (NASDAQ: FFIN) announced the promotion of Luke Longhofer to Executive Vice President, Chief Lending Officer. Longhofer replaces Gary Gragg, who previously announced his retirement after 31 years, including the last 16 as Chief Lending Officer.
“Luke is well prepared to take on Gary’s position as Chief Lending Officer since they have worked in tandem for the past 11 years. His role as Chief Credit Officer has been critical to our continued growth and success as one of the nation’s best community banks,” said F. Scott Dueser, Chairman, President & CEO of First Financial Bankshares. “His leadership within our lending program and as an executive officer at the bank are strengths that will continue to greatly benefit the Company in this new role. Luke has been part of our executive management team for several years, we welcome him to this new position with the dual role of chief lending and credit officer of the Company.”
As Chief Credit Officer, Longhofer has played an integral role in the credit oversight of bank acquisitions, most recently Bryan/College Station in 2020. He also oversaw the execution of the PPP and Main Street Lending Programs, which exceeded $1 billion in funding. He was also instrumental in implementing the CECL adoption for the bank. Before joining First Financial Bank in October 2010, Longhofer served as a Commissioned Bank Examiner for the Federal Deposit Insurance Corporation for more than seven years. He was promoted to Senior Vice President of Loan Review at First Financial in 2012, Executive Vice President of Lending in 2015 and Executive Vice President and Chief Credit Officer in 2018.
He holds a Bachelor of Finance degree from West Texas A&M University and was valedictorian of the 2011 Southwestern Graduate School of Banking (SWGSB) class at the Cox School of Business at Southern Methodist University. While attending SWGSB, Longhofer was awarded the James B. Gardner Commerce Street Capital Scholarship, which recognizes participants who attain the highest level of academic achievement and best represent the educational ideals of merit and leadership. He has served on the faculty of SWGSB and is a member of its Alumni Board. Longhofer is a board member of the Texas Bankers Association and has held numerous committee assignments. The organization recognized him in 2019 as an Emerging Leader recipient. Longhofer is active civically as a graduate of Leadership Abilene and is on the board of Big Brothers Big Sisters Lone Star and Abilene.
About First Financial Bankshares, Inc.
Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that through its wholly-owned subsidiary, First Financial Bank, N.A., operates twelve banking regions with 78 locations in Texas, including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Bryan, Burleson, College Station, Cisco, Cleburne, Clyde, Conroe, Cut and Shoot, Decatur, Eastland, El Campo, Fort Worth, Fulshear, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Kingwood, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Palacios, Port Arthur, Ranger, Rising Star, Roby, San Angelo, Southlake, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. The Company also operates First Financial Trust & Asset Management Company, N.A., with ten locations and First Technology Services, Inc., a technology operating company. The Company is listed on The NASDAQ Global Select Market under the trading symbol FFIN. For more information about First Financial, please visit our website at http://www.ffin.com.
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