First Financial Bancorp DEF 14A, filed Apr 13, 2023

First Financial Bancorp (FFBC)

DEF 14A 2023-04-13

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Added on June 12, 2026

About this DEF 14A

First Financial Bancorp filed this DEF 14A on April 13, 2023.

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	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 2023					26
	Independent Registered Public Accounting Firm Fees					26
	Report of the Audit Committee					27
	Proposal 3—Non-Binding, Advisory Vote to Approve Executive Officer Compensation					28
	Proposal 4—Non-Binding, Advisory Vote on Frequency of Future Advisory Votes on Executive Officer Compensation					29
	Share Ownership					30
	Principal Shareholders					30
	Shareholdings of Directors, Executive Officers and Nominees for Director					31
	Delinquent Section 16(a) Reports					32
	Corporate Governance					33
	General					33
	Our Board’s Role in Risk Oversight					34
	Corporate Responsibility					35
	Shareholder Engagement					36

	Director Independence					36
	Board Leadership Structure					36
	Board Assessment					37
	Evaluating Nominees and Electing Directors					37
	Director Education					38
	Share Ownership Guidelines					38
	Succession Planning					38
	Meetings of the Board of Directors and Committees of the Board					39
	Board Committees					39
	Review and Approval of Related Person Transactions					41
	Policy Against Hedging and Pledging Activities					42
	Communicating with the Board of Directors					42
	Executive Compensation (See detailed Executive Compensation Table of Contents)					43
	Compensation Discussion and Analysis (CD&A)					43
	Compensation Committee Report					57
	2022 Board Compensation					58
	Compensation Tables					60
	CEO Pay Ratio					71
	Pay Versus Performance					72
	2024 Annual Meeting Information					77
	Shareholder Proposals for the 2024 Annual Meeting					77
	Appendix A					A-1
	Non-GAAP Reconciliation					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 2023	Majority of votes present, in person or by proxy, and entitled to vote		26
3. 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		28
4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Officer Compensation	Majority of votes present, in person or by proxy, and entitled to vote	For 1 Year	29

Vote Online	Vote by Phone	Vote by Mail

■ Before the Meeting: Go to www.proxyvote.com ■ During the Meeting: Go to www.virtualshareholdermeeting.com/FFBC23	By calling 1-800-690-6903	By signing, dating, and returning your proxy card in the enclosed envelope

Current Board Diversity Matrix (as of March 24, 2023)
Total Number of Directors	11
	Female	Male	Non-Binary	Did Not Disclose Gender
Part 1: Gender Identity:
Directors	4	7	—	—
Part II: Demographic Background
African American or Black	1	—	—	—
Alaskan Native or American Indian	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	3	7	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did not Disclose LGBTQ+	—
Did not Disclose Demographic Background	—

	Governance Summary
	Total Number of Board Nominees			12
	Number of Independent Nominees			11
	Average Age of Director Nominees			63.5
	Average Tenure of Nominees			8
	Number of Female Nominees			4
	Number of Ethnically Diverse Nominees			2
	Meetings of the Board in 2022			9
	Meetings of the Independent Directors in 2022			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
	Anti-Hedging and Pledging Policy			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 2023	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, 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
4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Officer Compensation	The frequency receiving the highest number of votes cast will be considered	No effect	No effect

Fees by Category	2022		2021
Audit Fees		$1,172,000		$1,220,500
Audit-Related Fees		$101,400		$93,000
Tax Fees		$120,475		$101,363
All Other Fees		$0		$0
TOTAL		$1,393,875		$1,414,863

	Amount and Nature of Beneficial Ownership of Common Shares		Percentage of Class
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		13,510,4831		14.20%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		10,759,1412		11.34%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746		6,389,3393		6.70%
Macquarie Group Limited 50 Martin Place Sydney, New South Wales, Australia		6,128,8154		6.46%

		Please visit the Corporate Governance portion of our investor relations website (at www.bankatfirst.com/about/investor-relations.html) 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

		Our Board assumes a significant oversight role in risk management both through its actions as a whole and through its committees. Additional information concerning each of the following committees may be found in the “Corporate Governance—Board Committees” section of this proxy statement.
		■ The Audit Committee reviews our internal control systems to manage and monitor financial reporting and accounting risk with management and our internal audit department. ■ The Capital Markets Committee oversees the Company’s capital markets, treasury and capital planning activities. ■ The Corporate Governance and Nominating Committee (“CGNC”) oversees our corporate governance functions, including general oversight of our environmental, social and governance (“ESG”) initiatives and reporting.			■ The Executive Compensation Committee evaluates, with our senior officers, risks posed by our incentive compensation programs and seeks to limit any unnecessary or excessive risks these programs may pose to us, in order to avoid programs that might encourage such risks. ■ The Enterprise Risk and Compliance Committee assists the Board in overseeing enterprise-wide risks, including credit, regulatory compliance, market, operational, technology, legal, strategic, and reputation risks. ■ The Diversity and Inclusion Committee oversees the Company’s diversity, equity and inclusion initiatives.
		While each of these committees is responsible for evaluating certain risks and overseeing the management of these risks, the entire Board is regularly informed through committee reports and direct presentations by management about such risks. Select members of management attend our Board and Board committee meetings (other than executive sessions) and are available for questions regarding particular areas of risk.

	Who participates:			How we Communicate:			What was discussed:
	■ Lead Director and CGNC Chair ■ CEO, CFO and Chief Credit Officer ■ General Counsel ■ Chief Corporate Responsibility Officer ■ Additional independent directors as needed			■ Investor conferences ■ Quarterly earnings calls ■ Annual shareholder outreach			■ ESG, and the Company’s plans to expand reporting ■ The Company’s efforts around diversity and inclusion ■ Efforts to reach unbanked and underbanked communities ■ Board refreshment ■ Plans for compliance with the SEC’s proposed climate reporting rules ■ Cyber risk reporting and monitoring

		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 executives 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 CGNC reports to the full Board on its findings and the Board deliberates in executive session on the CEO succession plan.

	■ Monitor the integrity of the consolidated financial statements of the Company.			■ Monitor compliance with the Company’s Code of Conduct and Code of Ethics for the CEO and Senior Financial Officers.
	■ Evaluate and monitor the qualifications and independence of the Company’s independent auditors.			■ Evaluate and monitor the performance of the Company’s internal audit function and independent auditors, with respect to First Financial and its subsidiaries

	■ Determine and approve the compensation of the CEO and each executive officer 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 compensation.
	■ Review and evaluate all equity and benefit plans of the Company.			■ Oversee the preparation of the compensation discussion and analysis and recommend to the full Board its inclusion in the annual proxy statement.

	■ Develop and periodically review the effectiveness of the Company’s Corporate Governance Principles.			■ Monitor and protect the Board’s independence.
	■ Consult with the Chair of the Board concerning the appropriate Board committee structures and appointment of members to each committee of the Board.			■ Establish procedures for the director nomination process and recommend nominees for election to the Board.
	■ Oversee the formal evaluation of the Board and all Board committees, including any formal assessment of individual directors.			■ Review shareholder proposals and proposed responses.
	■ 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.			■ 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) in connection with the Company’s ERM program.

	■ Review with management the Company’s procedures and techniques to measure the Company’s risk exposures and for identifying, evaluating and managing the significant risks to which the Company is exposed and approve related policies.			■ Monitor the Company’s risk management performance and ensure that the Company’s risk management policies for significant risks are being adhered to.
	■ Consider and provide advice to the Board on the risk impact of any strategic decision that the Board may be contemplating.			■ Periodically examine the risk culture of the Company.
	■ Periodically set the risk appetite for the Company and monitor compliance with the risk appetite statement including development of risk tolerances, targets and limits.			■ Review the Company’s credit portfolio.
	■ Review disclosures regarding risk in annual and, if necessary, quarterly SEC filings.

	■ Monitor the management of the purchase, sale, exchange, and other disposition of the investments of the Company, including review of management reports concerning current equity debt security investment positions.			■ Monitor the investment activities of the Company to ensure compliance with external regulations and the Company’s applicable policies including requirements relating to composition, diversification, credit risk, and yield.
	■ Monitor the capital position of the Company and the capital management activities undertaken by the Company to ensure that capital levels are maintained in accordance with regulatory requirements and management directives.			■ Monitor and oversee interest rate risk, capital market activities, the investment portfolio, and capital planning of First Financial Bank.

	■ Oversee the DEI Council to advance the diversity, equity and inclusion vision of the Company.			■ Monitor activities in building and developing employees’ personal and professional awareness and understanding of diversity, equity and inclusion through education, training and opportunities.
	■ Monitor the development and implementation of the Company’s diversity, equity and inclusion goals and initiatives, including proper alignment of leadership, and diverse talent recruitment and career advancement.			■ Monitor the messaging and community outreach to ensure First Financial Bank is connecting with diverse consumers and supporting community events that align with our values.

		I. Executive Summary					43
		Introduction and Named Executive Officers					43
		2022 Business Highlights					43
		2022 Shareholder Engagement					44
		Best Practices					44
		II. Compensation Philosophy and Objectives					44
		III. Compensation Decision Making					45
		Role of the Compensation Committee					45

	Role of Executive Management					46
	Role of the Compensation Consultant					46
	Market Competitiveness					46
	IV. Compensation of Executives in 2022					47
	Elements and Mix of Compensation					48
	2022 Performance Measures					51
	V. Compensation of Executives in 2023					55
	VI. Policies, Guidelines and Other Practices					55
	Compensation Committee Report					57

	Name			Title
	Archie M. Brown			President and Chief Executive Officer
	James M. Anderson			Chief Financial Officer
	Richard S. Dennen			Chief Corporate Banking Officer
	Karen B. Woods			General Counsel and Chief Administrative Officer
	John M. Gavigan1			Chief Operating Officer

	What We Do			What We Don’t Do
	✓ Mandate that all members of the Compensation Committee must be independent			✗ Include tax gross-ups in our compensation plans
	✓ Impose robust stock ownership guidelines on our executive officers			✗ Provide our executives with significant perquisites
	✓ Emphasize long-term compensation for executives, including a three-year vesting period on all long-term incentive awards			✗ Pay dividends on unvested restricted stock. All dividends accrue and are paid only on earned shares once the stock has vested
	✓ Regularly obtain guidance from an independent compensation consultant as to the amount and design of compensation			✗ 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			✗ Allow shares forfeited under our equity plans 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			✗ Allow for the repricing of any stock options
	✓ Require a clawback of incentive compensation in the event of fraud that results in the restatement of our financial statements or willful misconduct
	✓ Permit discretion by the Compensation Committee to adjust compensation for various factors, including its assessment of the quality of risk management
	✓ Consider the Company’s “say-on-pay” vote results when making compensation decisions

Name of Institution	Asset Size as of Q4 2022 (In Billions)
Commerce Bancshares, Inc.		$31.9
United Bankshares, Inc.		$29.5
Simmons First National Corporation		$27.5
Fulton Financial Corporation		$26.9
Ameris Bancorp		$25.1
United Community Banks, Inc.		$24.0
Atlantic Union Bankshares Corporation		$20.5
Heartland Financial USA, Inc.		$20.2
Trustmark Corporation		$18.0
First Merchants Corporation		$17.9
Renasant Corporation		$17.0
Peer Median		$17.0
WesBanco, Inc.		$16.9
TowneBank		$15.8
Northwest Bancshares, Inc.		$14.1
Sandy Spring Bancorp, Inc.		$13.8
First Financial Bankshares, Inc.		$13.0
FB Financial Corporation		$12.8
First Busey Corporation		$12.3
Park National Corporation		$9.9
First Commonwealth Financial Corporation		$9.8
S&T Bancorp, Inc.		$9.1
First Financial Bancorp		$17.0

Named Executive Officer	2021 Base Salary		Percentage Increase		2022 Base Salary
Archie M. Brown		$800,207		3.1%		$825,000
James M. Anderson		$410,000		4.9%		$430,000
Richard Dennen		$495,000		3.0%		$510,000
Karen B. Woods		$380,000		5.3%		$400,000
John M. Gavigan		$365,000		5.5%		$385,000

Named Executive Officer	Target STIP (as a percentage of base salary)
Archie M. Brown		85%
James M. Anderson		60%
Richard Dennen		60%
Karen B. Woods		60%
John M. Gavigan		55%

Measure	Weighting		FFBC Results		FFBC Ranking (percentile)		Payout % of Target		Peer1 Group Component Median (%)		Peer1 Group Component Top Quartile (%)		Peer1 Group Component Lowest Quartile (%)
Return on Assets		40%		1.36%		77.6		158.7		1.15		1.34		1.04
Classified Assets		30%		0.75%		53.7		107.4		0.79		0.56		1.08
Earnings per Share Growth		30%		3.17%		60.4		120.8		1.46		9.04		(10.18)
Weighted Average Total Payout								131.9

Named Executive Officer	Cash STIP Payout
Archie M. Brown		$912,146
James M. Anderson		$337,787
Richard Dennen		$401,728
Karen B. Woods		$310,063
John M. Gavigan		$276,993

			KBW Index Results				FFBC Results		FFBC Percentile Ranking		Payout
Measure	25th Percentile		Median		75th Percentile		FFBC Results		FFBC Percentile Ranking		Payout
Return on Assets		0.99		1.19		1.40		1.30		66.1		120.4
Total Return (%)		29.90		44.21		72.96		17.64		7.0		—
							Total Payout					60.2

	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		3/1/22		115%		$948,780		40,408		20,204		20,204
James M. Anderson		3/1/22		70%		$301,014		12,820		6,410		6,410
Richard Dennen		3/1/22		70%		$357,036		15,206		7,603		7,603
Karen B. Woods		3/1/22		70%		$280,022		11,926		5,963		5,963
John M. Gavigan		3/1/22		60%		$231,044		9,840		4,920		4,920

Name	Fees Earned or Paid in Cash1 ($)		Stock Awards2 ($)		All Other Compensation3 ($)		Total ($)
William G. Barron		61,667		60,000		1,871		123,538
Vincent A. Berta		77,917		60,000		1,871		139,788
Cynthia O. Booth		67,084		60,000		1,871		128,955
Claude E. Davis		115,417		60,000		8,419		183,836
Corinne R. Finnerty		52,917		60,000		1,871		114,788
Susan L. Knust		58,750		60,000		1,871		120,621
William J. Kramer		62,917		60,000		1,871		124,788
John T. Neighbours4		20,834		0		1,871		22,705
Thomas M. O’Brien		57,084		60,000		1,871		118,955
Maribeth S. Rahe		65,834		60,000		1,871		127,705
Gary W. Warzala5		36,250		60,000		0		96,250

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)3		Non-Equity Incentive Plan Compensation ($)4		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)5		All Other Compensation ($)6		Total ($)
Archie M. Brown Chief Executive Officer		2022		$820,432		$100		$948,780		$912,146		$48,024		$67,235		$2,796,717
		2021		800,207		300		1,098,098		999,939		92,331		63,372		3,054,247
		2020		800,207		200		880,010		640,166		95,758		23,743		2,440,084
James M. Anderson Chief Financial Officer		2022		$426,154		$100		$301,014		$337,787		$21,286		$16,714		$1,103,055
		2021		410,000		300		329,362		384,252		41,780		14,262		1,179,956
		2020		407,693		107		246,040		244,844		41,204		6,110		945,998
Richard S. Dennen1 Chief Corporate Banking Officer		2022		$507,116		$350		$357,036		$401,728		$9,514		$15,429		$1,291,173
Richard S. Dennen1 Chief Corporate Banking Officer		2021		480,769		200		390,747		455,832		57,074		17,471		1,402,093
Karen B. Woods General Counsel and Chief Administrative Officer		2022		$396,154		$100		$280,022		$310,063		$18,826		$15,929		$1,021,094
		2021		380,000		100		298,794		326,458		37,627		11,237		1,054,216
		2020		377,692		200		228,036		207,941		38,085		5,787		857,741
John M. Gavigan2 Chief Operating Officer		2022		$381,305		$100		$231,044		$276,993		$3,843		$14,628		$907,913
		2021		$365,000		$100		$286,998		$313,572		$47,108		$12,161		$1,024,939
		2020		362,693		250		219,036		199,691		47,812		12,062		841,544

	Archie Brown					$771,585
	Jamie Anderson					$225,760
	Rick Dennen					$267,778
	Karen Woods					$210,017
	John Gavigan					$173,282

	2021 LTIP		Equity Portion of 2020 STIP
Archie Brown		$880,230		$217,868
Jamie Anderson		$246,015		$83,347
Rick Dennen		$267,007		$123,740
Karen Woods		$228,015		$70,779
John Gavigan		$219,038		$67,960

	Imputed Income Life Insurance		Accrued Dividends Paid on Vested Restricted Stock		Other		Total
Archie Brown		$4,356		$54,259		$8,620		$67,235
Jamie Anderson		$1,518		$13,996		$1,200		$16,714
Rick Dennen		$2,838		$12,591		$0		$15,429
Karen Woods		$1,518		$13,211		$1,200		$15,929
John Gavigan		$660		$12,768		$1,200		$14,628