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.
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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:
Exhibit
Number Description of Exhibit
10.1 Confidential Separation and Release Agreement , dated January 9,
2023, by and between the Company and James R. Gordon.
99.1 Press Release issued by First Financial Bankshares, Inc., dated
January 10, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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