First Financial Bancorp DEF 14A, filed Apr 18, 2024

First Financial Bancorp (FFBC)

DEF 14A 2024-04-18 For: 2024-05-28

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Added on June 12, 2026

About this DEF 14A

First Financial Bancorp filed this DEF 14A on April 18, 2024.

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	MEETING DATE
	May 28, 2024 10:00 AM Eastern Time
	LOCATION
	virtualshareholdermeeting.com /FFBC24
	WHO MAY VOTE
	Only shareholders of record at the close of business on April 1, 2024, are eligible to participate and entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

BY INTERNET			BY TELEPHONE			BY MAIL
Before the Meeting: Go to www.proxyvote.com During the Meeting: Go to virtualshareholdermeeting.com /FFBC24			By calling 1-800-690-6903			By signing, dating, and returning your proxy card in the enclosed envelope

				using approximately 12.5 fewer tons of wood, or 75 fewer trees (1.2 acres of forest)						saving approximately 66,900 million gallons of water, or the equivalent of filling approximately 3 swimming pools
				reducing hazardous air pollutants by approximately 5 pounds						eliminating approximately 3,680 pounds of solid waste
				reducing the emission of approximately 56,200 million fewer pounds of greenhouse gases, including CO2, or the equivalent of 5.1 automobiles running for one year						using approximately 79.7 billion fewer BTUs, or the equivalent of the amount of energy used by 95 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					8
	Questions and Answers about this Proxy Statement and the Annual Meeting					9
	Proposal 1—Election of Directors					13
	Proposal 2—Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2024					22
	Independent Registered Public Accounting Firm Fees					22
	Report of the Audit Committee					23
	Proposal 3—Non-Binding, Advisory Vote to Approve Executive Officer Compensation					24
	Share Ownership					25
	Principal Shareholders					25
	Shareholdings of Directors, Executive Officers and Nominees for Director					26
	Delinquent Section 16(a) Reports					27
	Corporate Governance					28
	General					28
	Our Board’s Role in Risk Oversight					29
	Corporate Responsibility					31
	Shareholder Engagement					31
	Director Independence					31

	Board Leadership Structure					32
	Board Assessments					32
	Evaluating Nominees and Electing Directors					33
	Director Education					34
	Share Ownership Guidelines					34
	Succession Planning					34
	Meetings of the Board of Directors and Committees of the Board					35
	Board Committees					35
	Review and Approval of Related Person Transactions					38
	Policy Against Hedging and Pledging Activities					39
	Communicating with the Board of Directors					39
	Executive Compensation (See detailed Executive Compensation Table of Contents)					40
	Compensation Discussion and Analysis (CD&A)					40
	Compensation Committee Report					56
	2023 Board Compensation					57
	Compensation Tables					59
	CEO Pay Ratio					72
	Pay Versus Performance					73
	2025 Annual Meeting Information					79
	Shareholder Proposals for the 2025 Annual Meeting					79
	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 2024	Majority of votes present, in person or by proxy, and entitled to vote		22
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		24

Vote Online	Vote by Phone	Vote by Mail

▪ Before the Meeting: Go to www.proxyvote.com ▪ During the Meeting: Go to www.virtualshareholdermeeting.com/FFBC24	By calling 1-800-690-6903	By signing, dating, and returning your proxy card in the enclosed envelope


INDEPENDENCE	ATTENDANCE	DIVERSITY
10 of our 11 director nominees are independent.	In 2023, overall attendance at Board and Committee meetings was over 97 percent.	45% of director nominees contribute to gender/ethnic diversity.

Board Diversity Matrix
	As of 03/24/2023				As of 04/01/2024
Total Number of Directors	11				12
Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	4	7	—	—	4	8	—	—
Part II: Demographic Background
African American or Black	1	—	—	—	1	1	—	—
Alaskan Native or Native American	—	—	—	—	—	—	—	—
Asian	—	—	—	—	—	—	—	—
Hispanic or Latinx	—	—	—	—	1	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—	—	—	—	—
White	3	7	—	—	3	7	—	—
Two or More Races or Ethnicities	—	—	—	—	1	—	—	—
LGBTQ+	—				—
Did Not Disclose Demographic Background	—				—

	Governance Summary
	Total Number of Board Nominees			11
	Number of Independent Nominees			10
	Average Age of Director Nominees			62.7
	Average Tenure of Nominees			7.5
	Number of Female Nominees			4
	Number of Ethnically Diverse Nominees			3
	Meetings of the Board in 2023			9
	Meetings of the Independent Directors in 2023			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
	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 2024	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	2023		2022
Audit Fees		$1,208,000		$1,172,000
Audit-Related Fees		$122,643		$101,400
Tax Fees		$287,939		$120,475
All Other Fees		$0		$0
TOTAL		$1,618,582		$1,393,875

	Amount and Nature of Beneficial Ownership of Common Shares		Percentage of Class
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		13,688,2491		14.4%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		10,939,8042		11.5%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746		6,625,0283		7.0%
Macquarie Group Limited 50 Martin Place Sydney, New South Wales, Australia		4,953,2224		5.2%

		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) ▪ William J. Kramer ▪ Dawn C. Morris ▪ Maribeth Rahe (through January 2024)			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

	All members of the Compensation Committee were determined to meet the independence standards of the Nasdaq Rules.
	Members ▪ William J. Kramer (Chair) ▪ Cynthia. O. Booth ▪ Susan L. Knust ▪ 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) ▪ William G. Barron ▪ 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 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
				2023 Business Highlights					41
				2023 Shareholder Engagement					41
				Best Practices					42
				Compensation Philosophy and Objectives					42
				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 2023					46
				Elements and Mix of Compensation					46
				2023 Performance Measures					48
				Compensation of Executives in 2024					53
				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
				Tax Deductibility of Compensation					54
				Stock-Based Compensation — Procedures Regarding Timing and Pricing of Grants					54
				Compensation Committee Report					56

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
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			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 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 Q2 2023 (In Billions)
Commerce Bancshares, Inc.		$32.8
United Bankshares, Inc.		$29.7
Simmons First National Corporation		$28.0
Fulton Financial Corporation		$27.4
United Community Banks, Inc.		$26.1
Ameris Bancorp		$25.8
Atlantic Union Bankshares Corporation		$20.6
Heartland Financial USA, Inc.		$20.2
Trustmark Corporation		$18.4
First Merchants Corporation		$18.0
Peer Median		$17.4
WesBanco, Inc.		$17.4
TowneBank		$17.2
Renasant Corporation		$17.2
Northwest Bancshares, Inc.		$14.3
Sandy Spring Bancorp, Inc.		$14.0
FB Financial Corporation		$12.9
First Financial Bankshares, Inc.		$12.8
First Busey Corporation		$12.2
First Commonwealth Financial Corporation		$11.3
Park National Corporation		$9.9
S&T Bancorp, Inc.		$9.3
First Financial Bancorp		$17.1

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	2022 Base Salary		Percentage Increase		2023 Base Salary
Archie M. Brown		$825,000		3.0%		$850,000
James M. Anderson		$430,000		19.8%		$515,000
Richard Dennen		$510,000		3.9%		$530,000
Karen B. Woods		$400,000		6.3%		$425,000
Amanda M. Neeley		$395,000		5.1%		$415,000
John M. Gavigan		$385,000		3.9%		$400,000

			Target STIP (as a percentage of base salary)
Named Executive Officer	2022		2023
Archie M. Brown		85%		90%
James M. Anderson		60%		70%
Richard Dennen		60%		70%
Karen B. Woods		60%		70%
Amanda M. Neeley		60%		60%
John M. Gavigan		55%		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%		1.55%		90.6		200.0		0.81		1.07		1.23
Classified Assets		30%		0.08%		65.3		130.6		1.40		0.95		0.70
Earnings per Share Growth		30%		17.23%		78.8		162.7		(29.19)		(11.54)		7.55
Weighted Average Total Payout								168.0%

Named Executive Officer	STIP Payout
Archie M. Brown		$1,268,475
James M. Anderson		$573,432
Richard Dennen		$606,227
Karen B. Woods		$484,715
Amanda M. Neeley		$415,172
John M. Gavigan1		n/a

	KBW Index Results						FFBC Results		FFBC Percentile Ranking		Payout
Measure	25th Percentile		Median		75th Percentile		FFBC Results		FFBC Percentile Ranking		Payout
Return on Assets		0.96		1.14		1.34		1.26		67.9		126.3
Total Return (%)		0.27		10.42		19.68		9.28		44.7		78.1
							Total Payout					102.2%

	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		3/7/23		120%		$1,020,028		43,778		21,889		21,889
James M. Anderson		3/7/23		75%		$348,754		14,968		7,484		7,484
Richard Dennen		3/7/23		70%		$371,030		15,924		7,962		7,962
Karen B. Woods		3/7/23		70%		$297,542		12,770		6,385		6,385
Amanda M. Neeley		3/7/23		70%		$290,504		12,468		6,234		6,234
John M. Gavigan		3/7/23		70%		$280,020		12,018		6,009		6,009

Name	Fees Earned or Paid in Cash1 ($)		Stock Awards2 ($)		All Other Compensation3 ($)		Total ($)
William G. Barron		64,167		70,000		2,663		136,830
Vincent A. Berta		82,917		70,000		2,663		155,580
Cynthia O. Booth		76,667		70,000		2,663		149,330
Claude E. Davis		120,417		70,000		2,663		193,080
Corinne R. Finnerty4		22,917		0		2,663		25,580
Susan L. Knust		62,083		70,000		2,663		134,746
William J. Kramer		67,917		70,000		2,663		140,580
Dawn C. Morris5		39,583		70,000		0		109,583
Thomas M. O’Brien		63,750		70,000		2,663		136,413
Andre T. Porter5		39,583		70,000		0		109,583
Maribeth S. Rahe		64,167		70,000		2,663		136,380
Gary W. Warzala		66,667		70,000		2,663		139,330

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		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
		2021		800,207		300		1,098,098		999,939		92,331		63,372		3,054,247
James M. Anderson Chief Financial Officer		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
		2021		410,000		300		329,362		384,252		41,780		14,262		1,179,956
Richard S. Dennen Chief Corporate Banking Officer		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
		2021		480,769		200		390,747		455,832		57,074		17,471		1,402,093
Karen B. Woods General Counsel and Chief Administrative Officer		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
		2021		380,000		100		298,794		326,458		37,627		11,237		1,054,216
Amanda M. Neeley1 Chief Consumer Banking & Strategy Officer		2023		$411,354		$100		$290,504		$415,172		$63,535		$22,595		$1,203,260
John M. Gavigan2 Chief Operating Officer		2023		$112,701		$0		$280,020		$0		$28,404		$1,318,444		$1,739,569
		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

	Archie Brown					$765,021
	Jamie Anderson					$261,566
	Rick Dennen					$278,272
	Karen Woods					$223,156
	Amanda Neeley					$217,878
	John Gavigan					$210,015

	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		$76,437		$8,150		$88,943
Jamie Anderson		$1,518		$28,623		$1,200		$31,341
Rick Dennen		$2,838		$23,192		$0		$26,030
Karen Woods		$2,729		$26,351		$1,200		$30,280
Amanda Neeley		$3,475		$17,920		$1,200		$22,595
John Gavigan		$267		$25,063		$1,293,1141		$1,318,444

			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		$765,000		$1,530,000
		3/1/2023														21,889		$510,014
		3/1/2023								10,945		21,889		32,834				$510,014
James M. Anderson				$0		$360,500		$721,000
		3/1/2023														7,484		$174,377
		3/1/2023								3,742		7,484		11,226				$174,377
Richard S. Dennen				$0		$317,000		$742,000
		3/1/2023														7,962		$185,515
		3/1/2023								3,981		7,962		11,943				$185,515
Karen B. Woods				$0		$297,500		$595,000
		3/1/2023														6,385		$148,771
		3/1/2023								3,193		6,385		9,578				$148,771
Amanda Neeley				$0		$249,000		$498,000
		3/1/2023														6,234		$145,252
		3/1/2023								3,117		6,234		9,351				$145,252
John M. Gavigan				$0		$240,000		$480,000
		3/1/2023														6,009		$140,010
		3/1/2023								3,005		6,009		9,014				$140,010