UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Report (Date of Earliest Event Reported): January 9, 2023
First Financial Bankshares, Inc.
(Exact name of registrant as specified in its Charter)
Texas |
0-07674 |
75-0944023 |
(State or other jurisdiction of incorporation or organization) |
(Commission |
(I.R.S. Employer Identification No.) |
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400 Pine Street, Abilene, Texas 79601 |
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(Address of Principal Executive Offices and Zip Code) |
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Registrant’s Telephone Number (325) 627-7155 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13 e-4 (c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading |
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Name of each exchange |
Common Stock, $0.01 par value |
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FFIN |
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The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Michelle S. Hickox as Executive Vice President and Chief Financial Officer
On January 10, 2023, First Financial Bankshares, Inc. (the “Company”) announced the appointment of Michelle S. Hickox, age 55, as Executive Vice President and Chief Financial Officer effective on or about January 9, 2023.
Ms. Hickox previously served as Executive Vice President and Chief Financial Officer of Independent Financial Group, Inc. (“IBTX”), the bank holding company for Independent Bank, from 2012 to 2022. Prior to joining IBTX, Ms. Hickox was an audit partner with RSM US LLP.
There is no arrangement or understanding between Ms. Hickox and any other persons in connection with Ms. Hickox’s appointment as Executive Vice President and Chief Financial Officer, and Ms. Hickox has no family relationship with any director or executive officer of the Company. Ms. Hickox has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
As part of her executive compensation package, Ms. Hickox is entitled to receive an initial annual base salary of $620,000 and she will receive a signing bonus of $50,000. She is eligible to participate in the management bonus program, incentive stock plan, profit sharing plan, and the supplemental executive retirement plan. The Company will also reimburse Ms. Hickox for her moving expenses to Abilene.
Ms. Hickox will also enter into a Change of Control/Executive Recognition Agreement (“Executive Recognition Agreement”) with the Company. The Executive Recognition Agreement provides for the payment of severance, generally in the form of a lump sum cash payment equal to 200% of Ms. Hickox’s annual base salary immediately preceding the date of termination in the event that Ms. Hickox’s employment terminates, including for “good reason” and other than as a result of “disability,” “death,” “retirement” or for “cause,” as each are defined in the Executive Recognition Agreement, and her separation from service occurs within two years after a change of control of the Company. The foregoing is a summary and is subject in all respects to the terms and conditions of the Executive Recognition Agreement.
Departure of James R. Gordon as Executive Vice President and Chief Financial Officer
On January 10, 2023, the Company also announced that James R. Gordon resigned as the Company’s Executive Vice President and Chief Financial Officer effective January 9, 2023.
In connection with Mr. Gordon’s resignation and his execution of a separation agreement containing a general release of claims, (the “Separation Agreement”). Mr. Gordon, will be eligible to receive the following, subject to continued compliance with applicable restrictive covenants: (i) $244,900 in cash, comprised of $167,400 representing his bonus for 2022, $51,666 representing his agreement to provide consulting services to the Company, as requested, and $25,834 representing his accrued salary, (ii) acceleration of Mr. Gordon’s remaining 2,392 unvested restricted stock awards, (iv) the Company’s contribution to Mr. Gordon’s Supplemental Executive Retirement Plan for the year ended December 31, 2022 in the amount of $45,183, and (iv) a lump sum payment of $15,393 which is equal to the cost of continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 for Mr. Gordon and his dependents for six months.
The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 10, 2023, the Company issued a press release announcing the appointment of Ms. Hickox as Executive Vice President and Chief Financial Officer of the Company and the resignation of Mr. Gordon. 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:
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Description of Exhibit |
10.1 |
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99.1 |
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Press Release issued by First Financial Bankshares, Inc., dated January 10, 2023. |
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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.
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FIRST FINANCIAL BANKSHARES, INC. |
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(Registrant) |
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DATE: January 11, 2023 |
By: |
/s/ F. Scott Dueser |
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F. SCOTT DUESER |
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Chairman, President and Chief Executive Officer |
Exhibit 10.1
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT
THIS CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (“Agreement”) is made and entered into this 9th day of January 2023 (the “Execution Date”) by and between James R. Gordon (the “Executive”) and First Financial Bankshares, Inc. and any and all parent, subsidiary, or affiliated entities, companies, partnerships, successors, and assigns, and all of its past, present, and future partners, officers, directors, managers, agents, administrators, trustees, insurers, successors, employees, and legal counsel (collectively hereinafter referred to as the “Bank”). The Executive and the Bank are collectively referred to herein as the “Parties” and each is a “Party.”
WHEREAS, the Executive resigned from his employment with the Bank effective as January 9, 2023;
WHEREAS, the Executive and the Bank desire to enter into this Agreement to clarify and resolve any issues that may exist between them arising out of the employment relationship between the Parties and its termination, and any continuing obligations of the Parties to one another following the end of the employment relationship.
NOW THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, and other good and valuable consideration, the sufficiency of which the Parties acknowledge, the Parties agree as follows:
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Notwithstanding anything to the contrary in this Agreement, this release does not constitute a release or waiver of any claim by the Executive (i) for unemployment or workers’ compensation, (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date the Executive signs this Agreement, (iii) in connection with any deposits (as defined in 12 U.S.C. § 1813(l) of the Executive at the Bank, or (iv) that may arise after the Executive signs this Agreement. Further, and notwithstanding anything to the contrary in this Agreement, this release does not constitute a release or waiver of the Executive’s right to file a charge or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or any other governmental entity with jurisdiction to regulate employment conditions or relations, or from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission (“SEC”), Congress, or any agency Inspector General, or from making other disclosures that are protected under the whistleblower provisions of federal law or regulation; however, the Executive does release and relinquish any right to receive any money, property, or any other thing of value, or any other financial benefit or award from the Released Parties as a result of any proceeding of any kind or character initiated by the EEOC, NLRB, SEC, or any other governmental entity with jurisdiction to regulate employment conditions or relations. Further, and as set forth in Paragraph 14 below, the Executive represents that he is unaware of any act or omission on the part of the Bank that may constitute a violation of any law, nor does he know of any basis on which any third party or governmental entity could assert such a claim.
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F. Scott Dueser, President and Chief Executive Officer
First Financial Bankshares, Inc.
P.O. Box 701
Abilene, Texas 79604-0701
sdueser@ffin.com
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THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO THIS AGREEMENT.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
**THIS SPACE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS**
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the earliest date written below.
EXECUTIVE:
/s/ James R. Gordon
James R. Gordon
Date: January 9, 2023
FIRST FINANCIAL BANKSHARES, INC.
/s/ F. Scott Dueser
F. Scott Dueser
Date: January 9, 2023
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Exhibit 99.1
For immediate release |
For More Information: |
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F. Scott Dueser, Chairman, President & CEO |
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325.627.7155 |
FIRST FINANCIAL ANNOUNCES THE ELECTION OF MICHELLE S. HICKOX AS CHIEF FINANCIAL OFFICER
ABILENE, Texas, January 10, 2023 – First Financial Bankshares, Inc. (NASDAQ: FFIN) (the “Company”, “First Financial Bankshares”, “we”, “us” or “our”) announced the election of Michelle S. Hickox as Executive Vice President and Chief Financial Officer to replace James R. Gordon.
“We are delighted to welcome Michelle to the Company’s executive management team and to Abilene,” said F. Scott Dueser, Chairman, President, and CEO. “Michelle's vast banking, accounting, and public company knowledge, experience, and expertise, especially in a larger bank, will be instrumental in helping us continue to grow.”
Mrs. Hickox most recently served as Chief Financial Officer of Independent Financial Group, Inc. (IBTX) and its subsidiary, Independent Bank, an $18 billion publicly-traded bank holding company based in McKinney, Texas, where she led IBTX through its initial public offering in 2013 and played a key role in ten acquisitions during her tenure. Prior to joining IBTX, Mrs. Hickox was an audit partner at RSM US LLP in Dallas, serving financial institutions throughout Texas. She is a certified public accountant and a graduate of Texas A&M University, where she currently serves as a trustee of the 12th Man Foundation.
Mr. Gordon resigned from his position as Executive Vice President and Chief Financial Officer, secretary and treasurer of the Company and its affiliates and subsidiaries effective January 9, 2023, in order to pursue other opportunities. Mr. Gordon’s resignation did not result from any disagreement with the Company, and Mr. Gordon has agreed to serve as a consultant to assist in the transition process.
“On behalf of our board of directors, I thank James for his contributions and wish him much success in his future endeavors,” said Mr. Dueser.
About First Financial Bankshares, Inc.
Headquartered in Abilene, Texas, First Financial Bankshares is a financial holding company that, through its subsidiary, First Financial Bank, N.A., operates multiple banking regions with 79 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, Lumberton, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Palacios, Port Arthur, Ranger, Rising
Star, Roby, San Angelo, Southlake, Spring, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. First Financial Bankshares, Inc., also operates First Financial Trust & Asset Management Company, N.A., with ten locations, and First Technology Services, Inc., a technology operating company.
First Financial Bankshares, Inc., is listed on The NASDAQ Global Select Market under the trading symbol FFIN. For more information about First Financial Bankshares, Inc., please visit our website at http://www.ffin.com.
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Certain statements contained herein may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of the management of First Financial Bankshares, Inc. (the “Company”), as well as assumptions made beyond information currently available to the Company’s management, and may be, but not necessarily are, identified by such words as “expect”, “plan”, “anticipate”, “target”, “forecast” and “goal”. Because such "forward-looking statements" are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the Company's expectations include competition from other financial institutions and financial holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. Other key risks are described in the Company’s reports filed with the Securities and Exchange Commission, which may be obtained under “Investor Relations-Documents/Filings” on the Company's website or by writing or calling the Company at 325.627.7155. Except as otherwise stated in this news announcement, the Company does not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.