First Financial Bankshares (FFIN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 29, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation, among other matters.

• Shareholders of record as of March 5, 2025, are eligible to vote, with multiple voting methods available including online, phone, mail, and in-person.

• The Board recommends voting in favor of 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

• Thirteen directors are nominated for one-year terms expiring at the 2026 annual meeting.

• Shareholders will vote to ratify Ernst & Young LLP as independent auditors for 2025.

• An advisory, non-binding vote on executive compensation (say-on-pay) is included.

• Shareholder proposals for the 2026 meeting must be submitted by November 18, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board is set at thirteen members, with a focus on diversity, independence, and a mix of skills in finance, risk, technology, and governance.

• A majority of directors are independent, and all key committees are chaired by independent directors.

• The Board has five committees: Executive, Audit, Compensation, Nominating/Corporate Governance, and Risk.

• Minimum shareholding requirements are in place for directors, and all but one have met these as of December 31, 2024.

• The Board regularly reviews its structure and succession planning.