First Financial Bankshares (FFIN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 28, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders can vote online, by phone, mail, or in person, with a record date of March 2, 2026, and 143,228,602 shares outstanding.

• The Board recommends voting for all proposals, including the election of thirteen directors, ratification of Ernst & Young LLP as auditors, and approval of executive compensation.

Voting matters and shareholder proposals

• Shareholders will elect thirteen directors for a one-year term, ratify Ernst & Young LLP as independent auditors for 2026, and cast an advisory vote on executive compensation.

• The Board unanimously recommends voting for all director nominees, auditor ratification, and the executive compensation resolution.

• Shareholder proposals for the 2027 meeting must be submitted by November 17, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board consists of thirteen nominees with diverse backgrounds in finance, law, technology, and academia; a majority are independent under Nasdaq rules.

• Board committees include Audit, Compensation, Nominating/Corporate Governance, Executive, and Risk, all chaired by independent directors except the Executive Committee.

• The Board has an Independent Lead Director and requires minimum shareholdings for directors, set at seven times the annual cash retainer.

• Directors are evaluated for diversity, experience, and independence, with a mandatory retirement age of 75.