First Financial Bancorp DEF 14A, filed Apr 17, 2025

First Financial Bancorp (FFBC)

DEF 14A 2025-04-17 For: 2025-05-27

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Added on June 12, 2026

About this DEF 14A

First Financial Bancorp filed this DEF 14A on April 17, 2025.

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	MEETING DATE
	May 27, 2025 10:00 AM Eastern Time
	LOCATION
	virtualshareholdermeeting.com/ FFBC2025
	WHO MAY VOTE
	Only shareholders of record at the close of business on March 28, 2025, 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 12)	Affirmative vote of a plurality	FOR
2	Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2025 (see page 21)	Majority of votes present, in person or by proxy, and entitled to vote	FOR
3	Approve, on an Advisory Basis, the Compensation of the Company’s Executive Officers (see page 23)	Majority of votes present, in person or by proxy, and entitled to vote	FOR
4	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/ FFBC2025			By calling 1-800-690-6903			By signing, dating, and returning your proxy card in the enclosed envelope

				using approximately 8.9 fewer tons of wood, or 53 fewer trees (0.8 acres of forest)						saving approximately 47,500 million gallons of water, or the equivalent of filling approximately 2.3 swimming pools
				reducing hazardous air pollutants by approximately 3.5 pounds						eliminating approximately 2,610 pounds of solid waste
				reducing the emission of approximately 39,900 million fewer pounds of greenhouse gases, including CO2, or the equivalent of 3.6 automobiles running for one year						using approximately 56.6 million fewer BTUs, or the equivalent of the amount of energy used by 67 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					12
	Proposal 2—Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2025					21
	Independent Registered Public Accounting Firm Fees					21
	Report of the Audit Committee					22
	Proposal 3—Non-Binding, Advisory Vote to Approve Executive Officer Compensation					23
	Share Ownership					24
	Principal Shareholders					24
	Shareholdings of Directors, Executive Officers and Nominees for Director					25
	Delinquent Section 16(a) Reports					26
	Corporate Governance					27
	General					27
	Our Board’s Role in Risk Oversight					28
	Corporate Responsibility					29
	Shareholder Engagement					30
	Director Independence					30

	Board Leadership Structure					30
	Board Assessments					31
	Evaluating Nominees and Electing Directors					32
	Director Education					33
	Share Ownership Guidelines					33
	Succession Planning					33
	Meetings of the Board of Directors and Committees of the Board					34
	Board Committees					34
	Review and Approval of Related Person Transactions					37
	Insider Trading Policy/Policy Against Hedging and Pledging Activities					38
	Communicating with the Board of Directors					38
	Executive Compensation (See detailed Executive Compensation Table of Contents)					40
	Compensation Discussion and Analysis (CD&A)					40
	Compensation Committee Report					55
	2024 Board Compensation					56
	Compensation Tables					58
	CEO Pay Ratio					69
	Pay Versus Performance					70
	2026 Annual Meeting Information					76
	Shareholder Proposals for the 2026 Annual Meeting					76
	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	12
2. Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2025	Majority of votes present, in person or by proxy, and entitled to vote		21
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		23

Vote Online	Vote by Phone	Vote by Mail

▪ Before the Meeting: Go to www.proxyvote.com ▪ During the Meeting: Go to www.virtualshareholdermeeting.com/FFBC2025	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 2024, overall attendance at Board and Committee meetings was 96 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			63.4
	Average Tenure of Nominees			7.9
	Female Composition			3
	Racial/Ethnic Composition			2
	Meetings of the Board in 2024			10
	Meetings of the Independent Directors in 2024			7
	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 2025	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

Fees by Category	2024		2023
Audit Fees		$1,275,957		$1,208,000
Audit-Related Fees		$102,900		$122,643
Tax Fees		$118,571		$287,939
All Other Fees		$0		$0
TOTAL		$1,497,428		$1,618,582

	Amount and Nature of Beneficial Ownership of Common Shares		Percentage of Class
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		13,688,249 2		14.4%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		10,939,804 3		11.5%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746		6,625,028 4		7.0%
State Street Corporation One Congress Street Suite 1 Boston, MA 02114		5,162,9335		5.4%

		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

		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.

	All members of the Audit Committee are independent and financially literate according to the Nasdaq Rules.
	Members ▪ Cynthia O. Booth (Chair through February 2025) ▪ William J. Kramer (Chair as of February 2025) ▪ Anne L. Arvia ▪ Dawn C. Morris			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 Committee were determined to meet the independence standards of the Nasdaq Rules.
	Members ▪ William J. Kramer (Chair) ▪ Anne L. Arvia ▪ Cynthia. O. Booth ▪ Thomas M. O’Brien			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 see 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.

	All members of the CGNC 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 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) in connection with the Company’s ERM program. ▪ Review and provide oversight of the Company’s policies and programs concerning corporate social responsibility, including environmental, social and governance matters.

				Executive Summary					41
				Introduction and Named Executive Officers					41
				2024 Business Highlights					41
				2024 Shareholder Engagement					41
				Best Practices					42
				Compensation Philosophy and Objectives					43
				Compensation Decision Making					43
				Role of the Compensation Committee					43
				Role of Executive Management					44
				Role of the Compensation Consultant					44
				Market Competitiveness					44
				Compensation of Executives in 2024					46
				Elements and Mix of Compensation					46
				2024 STIP Performance Measures					48
				Compensation of Executives in 2025					52
				Policies, Guidelines and Other Practices					53
				Evaluation for Excessive Risk in Compensation Programs					53
				Clawbacks					53
				Share Ownership Requirements					54
				Use of Discretion and Other Factors in Pay Decisions					54
				Stock-Based Compensation — Procedures Regarding Timing and Pricing of Grants					54
				Compensation Committee Report					55

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 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			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
	✓ Structure a majority of NEO compensation to be at risk
	✓ 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	2023 Base Salary		Percentage Increase		2024 Base Salary
Archie M. Brown		$850,000		2%		$867,000
James M. Anderson		$515,000		2%		$525,300
Richard Dennen		$530,000		2%		$540,600
Karen B. Woods		$425,000		2%		$433,500
Amanda M. Neeley		$415,000		2%		$423,300

			Target STIP (as a percentage of base salary)
Named Executive Officer	2023		2024
Archie M. Brown		90%		90%
James M. Anderson		70%		75%
Richard Dennen		70%		70%
Karen B. Woods		70%		70%
Amanda M. Neeley		60%		60%

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%		1.36%		88.7		195.7		0.68		0.99		1.21
Classified Assets		30%		1.21%		59.3		118.6		1.71		1.39		0.85
Earnings per Share Growth		30%		(8.63)%		44.1		76.4		(16.42)		(3.05)		11.97
Weighted Average Total Payout								136.8%

Named Executive Officer	STIP Payout
Archie M. Brown		$1,064,248
James M. Anderson		$531,951
Richard Dennen		$516,125
Karen B. Woods		$413,874
Amanda M. Neeley		$346,402

	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		3/7/24		130%		$1,127,102		50,862		25,431		25,431
James M. Anderson		3/7/24		80%		$420,242		18,964		9,482		9,482
Richard Dennen		3/7/24		70%		$378,448		17,078		8,539		8,539
Karen B. Woods		3/7/24		75%		$325,132		14,672		7,336		7,336
Amanda M. Neeley		3/7/24		70%		$296,324		13,372		6,686		6,686

	KBW Index Results						FFBC Results		FFBC Percentile Ranking		Payout
Measure	25th Percentile		Median		75th Percentile		FFBC Results		FFBC Percentile Ranking		Payout
Return on Assets		0.87		1.08		1.28		1.44		83.6		150.0
Total Return (%)		(3.28)		12.80		24.45		24.49		75.0		150.0
							Total Payout					150.0%

Name	Fees Earned or Paid in Cash1 ($)		Stock Awards2 ($)		All Other Compensation3 ($)		Total ($)
Anne L. Arvia4		40,000		70,000		0		110,000
William G. Barron5		25,000		0		3,240		28,240
Vincent A. Berta		87,917		70,000		3,240		161,157
Cynthia O. Booth		90,834		70,000		3,240		164,074
Claude E. Davis		129,792		70,000		3,240		203,032
Susan L. Knust5		25,000		0		3,240		28,240
William J. Kramer		72,917		70,000		3,240		146,157
Dawn C. Morris		60,000		70,000		3,240		133,240
Thomas M. O’Brien		72,917		70,000		3,240		146,157
Andre T. Porter		60,000		70,000		3,240		133,240
Maribeth S. Rahe		60,000		70,000		3,240		133,240
Gary W. Warzala		77,917		70,000		3,240		151,157

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)2		Non-Equity Incentive Plan Compensation ($)3		Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)4		All Other Compensation ($)5		Total ($)
Archie M. Brown Chief Executive Officer		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
		2022		820,432		100		948,780		912,146		48,024		67,235		2,796,717
James M. Anderson Chief Financial Officer		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
		2022		426,154		100		301,014		337,787		21,286		16,714		1,103,055
Richard S. Dennen Chief Corporate Banking Officer		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
		2022		507,116		350		357,036		401,728		9,514		15,429		1,291,173
Karen B. Woods General Counsel and Chief Administrative Officer		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
		2022		396,154		100		280,022		310,063		18,826		15,929		1,021,094
Amanda M. Neeley1 Chief Consumer Banking & Strategy Officer		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					$845,326
	Jamie Anderson					$315,182
	Rick Dennen					$283,836
	Karen Woods					$243,849
	Amanda Neeley					$222,243

	Imputed Income Life Insurance		Accrued Dividends Paid on Vested Restricted Stock		Other		Total
Archie Brown		$4,356		$80,374		$20,4001		$105,130
Jamie Anderson		$1,518		$37,911		$1,200		$40,629
Rick Dennen		$2,838		$24,380		$0		$27,218
Karen Woods		$2,838		$34,704		$1,200		$38,742
Amanda Neeley		$1,531		$24,462		$1,200		$27,193

			Estimated Future Payouts Under Non-Equity Incentive Plans1						Estimated Future Payouts Under Equity Incentive Plans2						All Other Stock Award: No. of Shares of Stock or Units3		Grant Date Fair Value of Stock and Options Awards ($)4
Name	Grant Date		Threshold		Target		Maximum		Threshold		Target		Maximum		All Other Stock Award: No. of Shares of Stock or Units3		Grant Date Fair Value of Stock and Options Awards ($)4
Archie M. Brown				$0		$780,300		$1,560,600
		3/7/2024														25,431		$563,551
		3/7/2024								12,716		25,431		38,147				$563,551
James M. Anderson				$0		$393,975		$787,950
		3/7/2024														9,482		$210,121
		3/7/2024								4,741		9,482		14,223				$210,121
Richard S. Dennen				$0		$378,420		$756,840
		3/7/2024														8,539		$189,224
		3/7/2024								4,270		8,539		12,809				$189,224
Karen B. Woods				$0		$303,450		$606,900
		3/7/2024														7,336		$162,566
		3/7/2024								3,668		7,336		11,004				$162,566
Amanda Neeley				$0		$253,980		$507,960
		3/7/2024														6,686		$148,162
		3/7/2024								3,343		6,686		10,029				$148,162

	Stock Awards
	Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)
Archie M. Brown		3,7281		$100,209		20,2044		$543,084
		10,2652		$275,923		21,8895		$588,376
		17,8853		$480,749		25,4316		$683,585
James M. Anderson		2,1381		$57,469		6,4104		$172,301
		4,9902		$134,131		7,4845		$201,170
		9,4823		$254,876		9,4826		$254,876
Richard S. Dennen		1,7841		$47,954		7,6034		$204,369
		3,8432		$103,300		7,9625		$214,019
		4,5823		$123,164		8,5396		$229,528
Karen B. Woods		1,9891		$53,464		5,9634		$160,285
		4,2572		$114,428		6,3855		$171,629
		7,3363		$197,192		7,3366		$197,192
Amanda M. Neeley		1,6831		$45,239		5,0474		$135,663
		4,1572		$111,740		6,2345		$167,570
		6,6863		$179,720		6,6866		$179,720