First Financial Bancorp DEF 14A, filed Apr 16, 2026

First Financial Bancorp (FFBC)

DEF 14A 2026-04-16 For: 2026-05-26

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Added on June 12, 2026

About this DEF 14A

First Financial Bancorp filed this DEF 14A on April 16, 2026.

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	MEETING DATE
	May 26, 2026 10:00 AM Eastern Time
	LOCATION
	virtualshareholdermeeting.com /FFBC2026
	WHO MAY VOTE
	Only shareholders of record at the close of business on March 27, 2026, are eligible to participate and entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

ITEMS OF BUSINESS		APPROVAL REQUIRED	BOARD’S RECOMMENDATION
1	Election of Directors (see page 13)	Affirmative vote of a plurality	FOR
2	Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2026 (see page 22)	Majority of votes present, in person or by proxy, and entitled to vote	FOR
3	To approve the First Financial Bancorp. 2026 Stock Plan (see page 24)	Majority of votes present, in person or by proxy, and entitled to vote	FOR
4	Approve, on an advisory basis, the Compensation of the Company’s Executive Officers (see page 34);	Majority of votes present, in person or by proxy, and entitled to vote	FOR
5	To consider and act upon any other matters that may properly come before the meeting.

BY INTERNET			BY TELEPHONE			BY MAIL
Before the Meeting: Go to www.proxyvote.com During the Meeting: Go to virtualshareholdermeeting.com /FFBC2026			By calling 1-800-690-6903			By signing, dating, and returning your proxy card in the enclosed envelope

				using approximately 10.1 fewer tons of wood, or 61 fewer trees (0.94 acres of forest)						saving approximately 54,200 gallons of water, or the equivalent of filling approximately 2.6 swimming pools
				reducing hazardous air pollutants by approximately 4 pounds						eliminating approximately 2.820 pounds of solid waste.
				reducing the emission of approximately 35,400 pounds of greenhouse gases, including CO2, or the equivalent of 3.2 automobiles running for one year.						using approximately 64.6 million fewer BTUs, or the equivalent of the amount of energy used by 77 residential refrigerators for one full year.

	Proxy and Annual Meeting Summary					1
	Voting Matters					1
	How to Vote					1
	About First Financial					2
	Board of Director Information					5
	Corporate Governance					7
	Questions and Answers about this Proxy Statement and the Annual Meeting					8
	Proposal 1—Election of Directors					13
	Proposal 2—Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2026					22
	Independent Registered Public Accounting Firm Fees					22
	Report of the Audit Committee					23
	Proposal 3—Approve the First Financial Bancorp. 2026 Stock Plan					24
	Proposal 4—Non-Binding, Advisory Vote to Approve Executive Officer Compensation					34
	Share Ownership					35
	Principal Shareholders					35
	Shareholdings of Directors, Executive Officers and Nominees for Director					36
	Delinquent Section 16(a) Reports					37
	Corporate Governance					38
	General					38
	Our Board’s Role in Risk Oversight					39
	Corporate Responsibility					41
	Shareholder Engagement					41
	Director Independence					41
	Board Leadership Structure					42

	Board Assessments					42
	Evaluating Nominees and Electing Directors					43
	Director Education					44
	Share Ownership Guidelines					44
	Succession Planning					45
	Meetings of the Board of Directors and Committees of the Board					45
	Board Committees					45
	Review and Approval of Related Person Transactions					47
	Insider Trading Policy/Policy Against Hedging and Pledging Activities					48
	Communicating with the Board of Directors					49
	Executive Compensation (See detailed Executive Compensation Table of Contents)					50
	Compensation Discussion and Analysis (CD&A)					50
	Compensation Committee Report					66
	2025 Board Compensation					67
	Compensation Tables					69
	CEO Pay Ratio					80
	Pay Versus Performance					81
	2027 Annual Meeting Information					87
	Shareholder Proposals for the 2027 Annual Meeting					87
	Appendix A					A-1
	Non-GAAP Reconciliation					A-1
	Annex A					A-1
	2026 Stock Plan					A-1

Proposal	Approval Required	Board’s Recommendation	Page Reference
1. Election of Directors	Affirmative vote of a plurality	For Each Nominee	13
2. Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2026	Majority of votes present, in person or by proxy, and entitled to vote		22
3. Approve the First Financial Bancorp. 2026 Stock Plan	Majority of votes present, in person or by proxy, and entitled to vote		24
4. Approve, on an advisory basis, the compensation of the Company’s Executive Officers	Majority of votes present, in person or by proxy, and entitled to vote		34

Vote Online	Vote by Phone	Vote by Mail

▪ Before the Meeting: Go to www.proxyvote.com ▪ During the Meeting: Go to www.virtualshareholdermeeting.com/FFBC2026	By calling 1-800-690-6903	By signing, dating, and returning your proxy card in the enclosed envelope


INDEPENDENCE	ATTENDANCE	COMPOSITION
9 of our 10 director nominees are independent.	In 2025, overall attendance at Board and Committee meetings was 98 percent.	4 of our 10 director nominees are racial/ethnic/gender minorities.

	Governance Summary
	Total Number of Board Nominees			10
	Number of Independent Nominees			9
	Average Age of Director Nominees			64.4
	Average Tenure of Nominees			8.9
	Female Composition			3
	Racial/Ethnic Composition			2
	Meetings of the Board in 2025			11
	Meetings of the Independent Directors in 2025			8
	Annual Election of Directors			YES
	Majority Voting in Uncontested Director Elections			YES
	Separate Chair, CEO and Lead Independent Director			YES
	Corporate Governance Standards Reviewed Annually			YES
	Annual Board and Committee Evaluations			YES
	Director Over-Boarding Limits			YES
	Board Orientation and Director Education Programs			YES
	Independent Board Compensation, Governance and Audit Committees			YES
	Board Oversight of Environmental, Social and Governance Programs			YES
	Codes of Conduct for Board and all Associates			YES
	Stock Ownership Guidelines for Board and Executive Officers			YES
	Insider Trading Policy, which includes policies regarding Anti-Hedging and Pledging			YES
	Clawback Policy			YES

Proposal	Approval Required	Effect of an Abstention (or Withheld Vote with respect to Proposal 1)	Effect of a Broker Non-Vote
1. Election of Directors	Affirmative vote of a plurality	No effect on election voting but see “Policy on Majority Voting” in the Corporate Governance section of this Proxy Statement	No effect
2. Ratify the Appointment of Crowe LLP as our Independent Registered Accounting Firm for 2026	Majority of votes present, in person or by proxy, and entitled to vote	Will be treated as a vote AGAINST the proposal	Not Applicable
3. Approve the First Financial Bancorp. 2026 Stock Plan	Majority of votes present, in person or by proxy, and entitled to vote	Will be treated as a vote AGAINST the proposal	No effect
4. Approve, on an advisory basis, the compensation of the Company’s Executive Officers	Majority of votes present, in person or by proxy, and entitled to vote	Will be treated as a vote AGAINST the proposal	No effect

Fees by Category	2025		2024
Audit Fees		$1,830,255		$1,275,957
Audit-Related Fees		$99,225		$102,900
Tax Fees		$187,525		$118,571
All Other Fees		$0		$0
TOTAL		$2,117,005		$1,497,428

	Share Counts as of March 27, 2026		Dilution3
Total number of shares of common stock subject to outstanding full-value awards (includes restricted stock, RSUs and PSUs)1		1,160,850		1.1%
Total number of shares of common stock remaining available under the 2020 Plan2		659,981		0.6%
Total number of common shares available for future grant upon shareholder approval of the 2026 Stock Plan		3,850,000		3.7%
Total number of common shares available for future grant upon shareholder approval of the 2026 Stock Plan plus common stock subject to outstanding full-value awards (includes restricted stock, RSUs and PSUs)		5,010,850		4.8%
Total number of common shares outstanding as of the Record Date		104,922,249		—

Year	Stock Options Granted		Time-Based Restricted Stock Granted		Performance- Based Restricted Stock Granted1		Total Awards Granted		Weighted Average Basic Common Shares Outstanding		Burn Rate
2025		0		511,278		69,430		580,708		95,284,550		0.61%
2024		0		549,039		67,964		617,003		94,404,617		0.65%
2023		0		564,007		59,735		623,742		93,938,772		0.66%
3 Year Average Burn Rate												0.64%

Name and Position	Number of Options and SARs		Number of Stock Units		Number of Restricted Stock Awards (excluding Performance Awards)		Number of Performance Awards
Archie M. Brown, Chief Executive Officer		0		0		25,085		25,085
James M. Anderson, Chief Financial Officer		0		0		9,227		9,227
Richard S. Dennen, Chief Corporate Banking Officer		0		0		8,073		8,073
Karen B. Woods, General Counsel and Chief Administrative Officer		0		0		6,539		6,539
Amanda M. Neeley, Chief Consumer Banking & Strategy Officer		0		0		6,539		6,539
All executive officers as of December 31, 2025, as a group		0		0		69,430		69,430
All current directors who are not executive officers, as a group		0		0		26,613		0
All employees who are not executive officers, as a group		0		0		509,442		0

	Amount and Nature of Beneficial Ownership of Common Shares		Percentage of Class2
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		13,688,2493		13.05%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746		6,625,0284		6.31%
Nomura Asset Management International Inc. 100 Independence 610 Market Street Philadelphia, PA 19106		5,894,3265		5.62%

		Please visit the Corporate Governance portion of our investor relations website (at https://ir.bankatfirst.com/corporate-profile) to learn more about our corporate governance practices and access the following documents:
		▪ Code of Conduct ▪ Corporate Governance Principles			▪ Code of Ethics for the CEO and Senior Financial Officers ▪ Charters for our Board Committees

		The succession planning process addresses
		▪ our chief executive officer position, ▪ the positions directly reporting to the chief executive officer, and			▪ senior-level managers enterprise-wide.
		Management regularly identifies high-potential associates for
		▪ additional responsibilities, ▪ new positions, ▪ promotions,			▪ or similar assignments to expose them to diverse operations within the Company, with the goal of developing well-rounded and experienced senior leaders.
		The Governance Committee reports to the full Board on its findings and the Board deliberates in executive session on the CEO succession plan.

	All members of the Audit Committee are independent and financially literate according to the Nasdaq Rules.
	Members ▪ Anne L. Arvia (Chair) ▪ William J. Kramer ▪ Thomas M. O’Brien			Committee Primary Responsibilities ▪ Monitor the integrity of the consolidated financial statements of the Company. ▪ Evaluate and monitor the qualifications and independence of the Company’s independent auditors. ▪ Monitor compliance with the Company’s Code of Conduct and Code of Ethics for the CEO and Senior Financial Officers. ▪ Evaluate and monitor the performance of the Company’s internal audit function and independent auditors, with respect to First Financial and its subsidiaries. ▪ Prepare the Audit Committee Report for inclusion in the annual Proxy Statement.

	All members of the Compensation and Human Capital Committee were determined to meet the independence standards of the Nasdaq Rules.
	Members ▪ Thomas M. O’Brien (Chair) ▪ William J. Kramer ▪ Dawn C. Morris			Committee Primary Responsibilities ▪ Determine and approve the compensation of the CEO and each executive officer of the Company. ▪ Review and evaluate all equity and benefit plans of the Company. ▪ Annually review the incentive compensation arrangements to ensure that such arrangements do not encourage unnecessary and excessive risks that threaten the value of the Company. ▪ Evaluate the performance of the Company’s CEO for all elements of compensation and all other executive officers with respect to incentive goals and incentive-based compensation. ▪ Oversee the preparation of the compensation discussion and analysis and recommend to the full Board its inclusion in the annual Proxy Statement. ▪ Recommend to the Board compensation for non-employee directors. ▪ Monitor the development and implementation of the Company’s inclusion goals.

	All members of the Governance Committee were determined to meet the independence standards of the Nasdaq Rules.
	Members ▪ Vincent A. Berta, (Chair) ▪ Dawn C. Morris ▪ Gary W. Warzala			Committee Primary Responsibilities ▪ Develop and periodically review the effectiveness of the Company’s Corporate Governance Principles. ▪ Consult with the Chair of the Board concerning the appropriate Board and committee structures and appointment of chairs, vice-chairs, and members to each committee of the Board. ▪ Oversee the formal evaluation of the Board and all Board committees, including any formal assessment of individual directors. ▪ Promote the quality of directors through continuing education experiences. ▪ Oversee the Company’s Corporate Responsibility program and strategies, including oversight of governance and environmental initiatives. ▪ Monitor and protect the Board’s independence. ▪ Establish procedures for the director nomination process and recommend nominees for election to the Board. ▪ Review shareholder proposals and proposed responses. ▪ Annually delegate to the respective committees of the Board or to management, the authority and responsibility for reviewing and approving policies and procedures of the Board (including the board of directors of First Financial Bank).

				Executive Summary					51
				Introduction and Named Executive Officers					51
				2025 Business Highlights					51
				2025 Shareholder Engagement					51
				Best Practices					52
				Compensation Philosophy and Objectives					53
				Compensation Decision Making					53
				Role of the Compensation Committee					53
				Role of Executive Management					54
				Role of the Compensation Consultant					54
				Market Competitiveness					54
				Compensation of Executives in 2025					56
				Elements and Mix of Compensation					56
				2025 STIP Performance Measures					58
				Compensation of Executives in 2026					63
				Policies, Guidelines and Other Practices					64
				Evaluation for Excessive Risk in Compensation Programs					64
				Clawbacks					64
				Share Ownership Requirements					65
				Use of Discretion and Other Factors in Pay Decisions					65
				Stock-Based Compensation — Procedures Regarding Timing and Pricing of Grants					65
				Compensation Committee Report					66

Name			Title
Archie M. Brown			President and Chief Executive Officer
James M. Anderson			Chief Financial Officer and Chief Operating Officer
Richard S. Dennen			Chief Corporate Banking Officer
Karen B. Woods			General Counsel and Chief Administrative Officer
Amanda M. Neeley			Chief Consumer Banking and Strategy Officer

	What We Do			What We Don’t Do
	✓ Mandate that all members of the Compensation Committee must be independent			X Include tax gross-ups in our compensation plans
	✓ Impose robust stock ownership guidelines on our executive officers			X Provide our executives with significant perquisites
	✓ Emphasize long-term compensation for executives, including a three-year vesting period on all long-term incentive awards			X Pay dividends on unvested restricted stock. All dividends accrue and are paid only on earned shares once the restricted stock has vested
	✓ Regularly obtain guidance from an independent compensation consultant as to the amount and design of compensation			X Allow our directors, executives or other employees to hedge, pledge or sell short our stock
	✓ Require a double trigger in the event of a change in control (both a change in control and an involuntary termination or reduction in compensation must occur) before severance awards may be paid			X Allow shares forfeited, surrendered or lapsed under our Option or SAR equity grants to be re-issued (share recycling)
	✓ Require a double trigger for the acceleration of vesting of our equity awards in the event of a change in control			X Allow for the repricing of any stock options
	✓ Provide for clawbacks of incentive compensation in the event of a restatement of our financial statements as well as willful misconduct or gross negligence
	✓ Permit discretion by the Compensation Committee to adjust compensation for various qualitative and quantitative factors, including its assessment of the quality of risk management
	✓ Consider the Company’s “say-on-pay” vote results when making compensation decisions
	✓ Align pay for performance with shareholder interests while maintaining market competitiveness and proper governance
	✓ Structure a majority of NEO compensation to be at risk based on our results
	✓ Link the payment of incentives to achievement of key strategic business objectives that drive shareholder value
	✓ Pay a significant percentage of total compensation in the form of equity compensation to align the interests of our NEOs with those of our shareholders
	✓ Cap incentive payouts at 2x target

Name of Institution	Asset Size as of Q2 2024 (In Billions)
Fulton Financial Corporation		$31.8
Commerce Bancshares, Inc.		$30.6
United Bankshares, Inc.		$30.0
Simmons First National Corporation		$27.4
United Community Banks, Inc.		$27.1
Ameris Bancorp		$26.5
Atlantic Union Bankshares Corporation		$24.8
Home Bancshares, Inc.		$22.9
WSFS Financial Corporation		$20.7
Trustmark Corporation		$18.5
First Merchants Corporation		$18.3
Peer Median		$18.3
WesBanco, Inc.		$18.1
Renasant Corporation		$17.5
TowneBank		$17.1
Northwest Bancshares, Inc.		$14.4
Sandy Spring Bancorp, Inc.		$14.0
First Financial Bankshares, Inc.		$13.2
FB Financial Corporation		$12.5
First Busey Corporation		$12.0
First Commonwealth Financial Corporation		$11.6
Park National Corporation		$9.9
First Financial Bancorp		$18.2

Primary Elements of Compensation	Base Salary	To competitively compensate executives for day-to-day contributions, skills, experience, and expertise.
	Short-Term Incentive Compensation	To motivate executives through the opportunity to share in the rewards of the current year’s results.
	Long-Term Equity Incentive Compensation	To motivate executives through the opportunity to share in the rewards of sustained long-term results and value creation consisting of both time- and performance-based restricted stock.
Additional Benefits	Employment Agreements and Change in Control and Severance Agreements Retirement and other benefits Limited perquisites and other personal benefits.	To provide competitive benefits that encourage retention by supporting the security and protection of executives and their families

Named Executive Officer	2024 Base Salary		Percentage Increase		2025 Base Salary
Archie M. Brown		$867,000		3%		$893,010
James M. Anderson		$525,300		7%		$560,300
Richard Dennen		$540,600		3%		$555,600
Karen B. Woods		$433,500		4%		$450,000
Amanda M. Neeley		$423,300		6%		$450,000

			Target STIP (as a percentage of base salary)
Named Executive Officer	2024		2025
Archie M. Brown		90%		90%
James M. Anderson		75%		75%
Richard Dennen		70%		70%
Karen B. Woods		70%		70%
Amanda M. Neeley		60%		65%

Measure	Weighting		FFBC Results		FFBC Ranking (percentile)		Payout % of Target		Peer1 Group Component Lowest Quartile (%)		Peer1 Group Component Median (%)		Peer1 Group Component Top Quartile (%)
Return on Assets		40%		1.49%		86.6		188.7		0.92		1.16		1.33
Net Charge Offs		30%		0.25%		26.5		6.0		0.26		0.20		0.12
Earnings per Share Growth		30%		12.05%		44.3		77.2		2.17		13.27		22.91
Weighted Average Total Payout								100.4%

Named Executive Officer	STIP Payout
Archie M. Brown		$803,447
James M. Anderson		$418,007
Richard Dennen		$388,916
Karen B. Woods		$314,544
Amanda M. Neeley		$287,948

	Grant Date		LTI Target (% of base salary)		Grant Date Value1		Total Number of Shares Granted		Shares of Performance- based Restricted Stock Granted		Shares of Time-based Restricted Stock Granted
Archie M. Brown		3/5/25		145%		$1,294,888		50,170		25,085		25,085
James M. Anderson		3/5/25		85%		$476,298		18,454		9,227		9,227
Richard Dennen		3/5/25		75%		$416,728		16,146		8,073		8,073
Karen B. Woods		3/5/25		75%		$337,544		13,078		6,539		6,539
Amanda M. Neeley		3/5/25		75%		$337,544		13,078		6,539		6,539

	KBW Index Results						FFBC Results		FFBC Percentile Ranking		Payout
Measure	25th Percentile		Median		75th Percentile		FFBC Results		FFBC Percentile Ranking		Payout
3-year Total Shareholder Return (%)		4.38		22.49		36.25		16.46		45.1		78.7
3-year average Return on Assets (%)		0.85		1.09		1.26		1.48		89.5		150.0
							Total Payout					114.4%

Name	Fees Earned or Paid in Cash1 ($)		Stock Awards2 ($)		All Other Compensation3 ($)		Total ($)
Anne L. Arvia		73,125		72,500		2,991		148,616
Vincent A. Berta		91,458		72,500		2,991		166,949
Cynthia O. Booth4		32,917		0		2,991		35,908
Claude E. Davis		136,458		72,500		2,991		211,949
William J. Kramer		74,374		72,500		2,991		149,865
Dawn C. Morris		61,458		72,500		2,991		136,949
Thomas M. O’Brien		76,458		72,500		2,991		151,949
Andre T. Porter		70,208		72,500		2,991		145,699
Maribeth S. Rahe		61,458		72,500		2,991		136,949
Gary W. Warzala		81,458		72,500		2,991		156,949

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)1		Non-Equity Incentive Plan Compensation ($)2		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)3		All Other Compensation ($)4		Total ($)
Archie M. Brown Chief Executive Officer		2025		$893,010		$300		$1,294,888		$803,447		$167,223		$120,664		$3,279,532
		2024		863,931		100		1,127,102		1,064,248		156,975		105,130		3,317,486
		2023		845,392		100		1,020,028		1,268,475		134,635		88,943		3,357,573
James M. Anderson Chief Financial Officer		2025		$560,300		$100		$476,298		$418,007		$86,481		$43,057		$1,584,243
		2024		523,519		100		420,242		531,951		77,608		40,629		1,594,049
		2023		494,046		100		348,754		573,432		62,480		31,341		1,510,153
Richard S. Dennen Chief Corporate Banking Officer		2025		$555,600		$500		$416,728		$388,916		$103,052		$39,772		$1,504,568
		2024		538,562		300		378,448		516,125		94,506		27,218		1,555,159
		2023		526,154		300		371,030		606,227		83,553		26,030		1,613,294
Karen B. Woods General Counsel and Chief Administrative Officer		2025		$450,000		$300		$337,544		$314,544		$70,782		$40,737		$1,213,907
		2024		432,065		100		325,132		413,874		66,289		38,742		1,276,202
		2023		418,558		100		297,542		484,715		55,396		30,280		1,286,591
Amanda M. Neeley Chief Consumer Banking & Strategy Officer		2025		$450,000		$300		$337,544		$287,948		$79,238		$34,864		$1,189,894
		2024		421,904		150		296,324		346,402		67,918		27,193		1,159,891
		2023		411,354		100		290,504		415,172		63,535		22,595		1,203,260

	Archie Brown					$971,166
	Jamie Anderson					$357,223
	Rick Dennen					$312,546
	Karen Woods					$253,157
	Amanda Neeley					$253,157