UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Notice of Annual Meeting of Shareholders

​	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.							​

HOW TO VOTE

We urge all shareholders to vote on the matters listed above and described in this Proxy Statement as soon as possible, whether or not they attend the online Annual Meeting:

By Order of the Board of Directors,

Karen Woods
Corporate Secretary

 

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting

This Proxy Statement and the Company’s 2024 annual report to shareholders for the year ended December 31, 2024 (the “2024 Annual Report”) are available at www.bankatfirst.com/about/investor-relations.html. Your vote is very important. We urge all shareholders to vote on the matters listed above and described in this Proxy Statement as soon as possible, whether or not they attend the online Annual Meeting. For your convenience, you may attend the webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/​FFBC2025 when you enter your 16-digit control number included with the Notice of Internet Availability or proxy card. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted at www.virtualshareholdermeeting.com/FFBC2025 and on page 11 of this Proxy Statement. You will be able to vote your shares while attending the Annual Meeting by following the instructions on the website. Our management will address questions from shareholders who have submitted their questions electronically prior to the Annual Meeting or questions submitted electronically by shareholders during the Annual Meeting through the meeting website. You may visit www.proxyvote.com at any time prior to or during the Annual Meeting to ask questions of our executive management that may be addressed in the Annual Meeting and access information about the Company.

Voluntary Electronic Receipt of Future Proxy Materials

First Financial is committed to conducting business safely and sustainably. If you would like to help us reduce the environmental impact of printing proxy materials, as well as the costs of mailing proxy materials, you can consent to receiving all future Proxy Statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions on page 11 to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. We encourage our shareholders to enroll in e-delivery. The elimination of approximately 5,122 sets of proxy materials would reduce the impact on the environment by:

Environmental impact estimates were calculated using the Environmental Paper Network Paper Calculator. For more information visit www.papercalculator.org.

 

 

Table of Contents

​	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	​	​

 

 

Proxy and Annual Meeting Summary

Voting Matters

We are not aware of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matter is properly brought before the meeting, your completed proxy may, if you have so selected, give your proxies the authority to vote on these other matters in their best judgment.

In this Proxy Statement, the “Company,” “First Financial,” “First Financial Bancorp.,” “we,” “our,” or “us” all refer to First Financial Bancorp. and its subsidiaries, unless the context otherwise requires. We also refer to the Board of Directors of First Financial as the “Board.” References in this Proxy Statement to “common shares” or “shares” refer to the Company’s common shares.

Unless otherwise noted, the information in this Proxy Statement covers our 2024 fiscal year that began January 1, 2024 and ended December 31, 2024.

How to Vote

Review the Proxy Statement and vote in one of these three ways:

 

 

About First Financial

First Financial exists to create opportunities for clients and communities to thrive. Our top corporate priorities are aligned to grow core client relationships … generational relationships strengthened by comprehensive financial products and services and exceptional client attention and care.

2024 Financial Performance

A measured and consistent approach to financial management is a cornerstone of First Financials’ commitment to good stewardship, and this diligence resulted in impressive 2024 financial results. The Company delivered record fee income, and solid credit quality and liquidity. Our underlying fundamentals and balance sheet remain strong, and our outlook for earnings in the coming year remains optimistic.

Financial Highlights

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Non-GAAP financial measure which management believes facilitates a better understanding of the Company’s financial condition. See Appendix A for Non-GAAP reconciliation.

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Safety and Soundness

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First Financial is well capitalized, with all capital ratios significantly exceeding regulatory and internal targets

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First Financial holds a 5-star rating with Bauer Financial, the highest rating available

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The Company and First Financial Bank are each rated Investment Grade by Kroll Bond Rating Agency

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2024 Highlights

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Acquired Agile Premium Finance, an Illinois-based specialty lender for commercial insurance premium financing

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Made strong progress in the Chicago and Cleveland commercial banking markets, while delivering excellent loan and deposit results throughout the footprint

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Signed a new Community Benefits Agreement with the National Community Reinvestment Coalition for the period of 2024-2028, with a commitment of  $2.4 billion in lending and investments to low- and moderate-income clients and census tracts, including a goal of  $18 million in philanthropic initiatives

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Achieved record revenue growth, led by growth in leasing and wealth management

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Awarded more than $4.6 million in grants and donations through First Financial Bank and the First Financial Foundation

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Supported our communities with over 14,800 volunteer hours from FFB associates

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Raised more than $938,000 in associate pledges through our record-breaking United Way giving campaign

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Our Business Strategy

Local Expertise

First Financial provides a level of client intimacy that is difficult for larger competitors to sustain. Our local focus differentiates us, so we can offer the guidance that consumers and businesses need to enable personal wealth, business growth, and stronger local economies.

We believe we work more effectively than other banks because we deliver local decision making combined with expertise and sophisticated solutions in commercial banking, treasury management, wealth management, private and preferred banking, and lending solutions of all kinds.

 

 

 

 

Board of Directors Information

Director Nominees

The first item of business at the Annual Meeting will be the election of ten directors of the Company, all of whom currently serve on the Board. The nominees, including their occupations and committee memberships as of the date of this Proxy Statement, are set forth in the table below. For more information about our nomination process see page 32 of this Proxy Statement and for additional information about the director nominees, see pages 13  —  20 of this Proxy Statement.

C = Chair

M = Member

 

 

Board Composition — Nominees

The Corporate Governance and Nominating Committee of the Board seeks to ensure that the Board is composed of directors who possess a wide variety of relevant skills, professional experience and backgrounds, bring diverse viewpoints and perspectives, and effectively represent the long-term interests of shareholders. The following graphics highlight the skills, experience and demographics of the Board as comprised of the 10 director nominees.

In light of the Company’s business model, the Company seeks directors with a variety of attributes, experiences, qualifications, traits, and skills. A director is not required to have experience in all of the areas mentioned below, rather we seek to balance the skillset of our Board to provide unique viewpoints amongst the Board. The table below is a summary of the key attributes, experiences, qualifications, traits, and skills that we believe should be represented on the Board.

 

 

Corporate Governance

Our corporate governance policies and structures, summarized below and discussed in more detail in this Proxy Statement, reflect our commitment to strong ethical practices while producing excellent results for shareholders.

 

 

Questions and Answers about this Proxy Statement and the Annual Meeting

Why am I receiving this Proxy Statement?

We are making available this Notice of Annual Meeting of Shareholders, Proxy Statement, and 2024 Annual Report (the “proxy materials”), either online or by mail, in connection with the Annual Meeting because you were a shareholder of record of the Company as of the close of business on March 28, 2025 (the “record date”). This Proxy Statement describes the matters on which you are asked to vote and provides information about those matters and about the Company so that you can make an informed decision.

This Proxy Statement and related materials are being mailed to, or can be accessed online by, shareholders on or about April 17, 2025.

What is Notice and Access and why did First Financial elect to use it?

We are making the proxy materials available to our shareholders electronically via the Internet under the Notice and Access regulations of the U.S. Securities and Exchange Commission (“SEC”). Many of our shareholders have received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) in lieu of receiving a full set of printed materials in the mail. We are using the Notice and Access method to expedite distribution and reduce the costs associated with printing and mailing these materials.

The Notice of Internet Availability includes information on how to access and review the proxy materials and how to vote online, by phone, or by attending the Annual Meeting virtually via the Internet. The proxy materials, as well as other reports filed with or furnished to the SEC, can be accessed free of charge at www.bankatfirst.com/about/investor-relations.html. You may also access this information via “Search Filings” at www.sec.gov.

I received a Notice of Internet Availability of Proxy Materials only. How can I receive printed copies of the proxy materials?

Shareholders may receive a printed copy of the proxy materials, free of charge, by following the instructions on the Notice of Internet Availability for receiving such materials.

Who is paying for the cost of this proxy solicitation?

First Financial is paying for the costs associated with preparing, printing and mailing these proxy materials. In addition, we will reimburse banks, brokers and other custodians, nominees and fiduciaries for reasonable expenses incurred in forwarding the proxy materials to beneficial owners of our shares and soliciting their proxies.

Our directors, officers and associates also may solicit proxies from our shareholders by further mailings, personal contact, phone, or e-mail, but these individuals will not receive additional compensation for this solicitation activity.

Who can vote at the Annual Meeting?

Only shareholders of record at the close of business on March 28, 2025 will be entitled to notice of and to vote at the Annual Meeting. Each common share owned at the close of business on March 28, 2025 entitles its owner to one vote on each proposal being considered at the Annual Meeting.

The common shares are the Company’s only voting securities entitled to vote at the Annual Meeting. At the close of business on March 28, 2025, there were 95,276,004 common shares outstanding and entitled to vote.

 

 

How do I vote my shares?

Even if you plan to attend the Annual Meeting virtually via the Internet, as described below, we strongly encourage you to vote prior to the meeting. Shareholders of record may vote using any of the following methods:

Online Voting: You may vote before or during the meeting through the Internet as instructed on your Notice of Internet Availability or proxy card. Before the Annual Meeting, you may go to http://www.proxyvote.com or scan the QR Barcode appearing on the Notice of Internet Availability to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 26, 2025. During the meeting, you may go to www.virtualshareholdermeeting.com/FFBC2025 to attend the meeting via webcast and vote online. You should have your proxy card or Notice of Internet Availability in hand when you access either of these websites and follow the instructions to obtain your records and to vote.

Vote by Phone: Telephone voting is available toll-free at 1-800-690-6903 up until 11:59 pm Eastern Time on May 26, 2025. You should have your proxy card or Notice of Internet Availability in hand when making this call.

Vote by Mail: Complete, sign and date your proxy card and return it in the envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards must be received by 11:59 p.m. Eastern Time on May 26, 2025.

If you hold your shares in “street name” at a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee on how to vote your shares.

What is the difference between holding shares directly as a shareholder of record and holding shares in “street name” at a bank, broker or other nominee?

Shareholder of Record: If your shares are registered directly in your name with our transfer agent, Computershare Shareholder Services, you are considered the shareholder of record and the proxy materials or a Notice of Internet Availability were sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly by using the proxy card, through the online voting methods described in this Proxy Statement, by phone, or by voting electronically during the Annual Meeting.

Holding shares in “street name” at a bank, broker or other nominee: If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” The proxy materials, Notice of Internet Availability, or voting instruction card was forwarded to you by your bank, broker or other nominee who is considered the shareholder of record of your shares. Your bank, broker or other nominee will send you, as the beneficial owner, separate information describing how you can vote your shares.

What happens if I sign, date and return my proxy card, or complete the online or telephonic proxy methods, but do not specify how I want my shares voted on one or more of the proposals?

Your shares will be voted in the manner you specify on each proposal. If you are a shareholder of record and sign, date and return a proxy or submit a proxy online or by telephone, but do not provide voting instructions on one or more proposals, your vote will be counted as a vote “for” all of the Company’s director nominees and “for” Proposals 2 and 3.

If you hold your shares in “street name” and have not returned voting instructions on one or more proposals, your bank, broker or nominee may vote your shares only on those proposals for which it has discretion to vote. We believe that under applicable rules, your bank, broker or nominee has discretion to vote your shares on the ratification of our independent registered accounting firm (Proposal 2), which is considered a routine matter. However, your bank, broker or nominee does not have discretion to vote your shares on certain other matters considered non-routine such as the election of directors (Proposal 1) or the advisory approval of executive compensation (Proposal 3). If you do not provide voting instructions on a non-routine proposal, your shares will be considered “broker non-votes.” The effect of a “broker non-vote” on each proposal is detailed in the questions and answers under the heading “What proposals are being considered and how many votes are needed for each proposal to be approved by the shareholders” on page 11.

 

 

What if I indicate “Withheld” with respect to the election of one or more directors or “Abstain” with respect to any of the other proposals being considered?

The effect of these voting specifications on each proposal is detailed in the questions and answers under the heading “What proposals are being considered and how many votes are needed for each proposal to be approved by the shareholders” on the next page.

Can I change my proxy vote?

You may revoke your proxy at any time before it is actually exercised at the Annual Meeting by:

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Sending a written notice of revocation to First Financial Bancorp., Attn: Karen B. Woods, Corporate Secretary, 255 East Fifth Street, Suite 2900, Cincinnati, Ohio 45202;

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Delivering a later-dated proxy (including by using the online or telephone voting methods); or

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Attending the virtual Annual Meeting and giving notice of revocation electronically during the meeting.

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If you hold your shares in “street name” and instructed your bank, broker or other nominee to vote your common shares and you would like to revoke or change your vote, you must follow the instructions provided by your bank, broker or other nominee.

What if my shares are held through the First Financial Bancorp. 401(k) Savings Plan (applicable to traditional or Roth contribution plans)?

You will receive an electronic Notice of Internet Availability unless you opted to receive paper copies of the proxy materials. The Notice of Internet Availability will contain voting instructions for all shares registered in the exact same name, whether inside or outside of the First Financial Bancorp. 401(k) Savings Plan (the “Savings Plan”). If you hold shares outside of the Savings Plan and they are not registered in the same name as those within the Savings Plan, you will receive a separate Notice of Internet Availability or proxy card for the shares held outside of the Savings Plan.

Voting instructions with respect to shares held in the Savings Plan must be received by 11:59 pm Eastern Time on May 22, 2025. All voting instructions you give with respect to these shares will be kept confidential. If you do not timely submit voting instructions for these shares, the shares allocated to you, together with all unallocated shares held in the Savings Plan, will be voted in accordance with the pro-rata vote of participants in the Savings Plan who did provide instructions.

Who should I contact if I have questions about this proxy solicitation and where can I get assistance in voting my shares?

You may contact us at InvestorRelations@bankatfirst.com or call our Investor Relations department at 1-513-887-5400 if you have any questions or need assistance in voting.

How many votes must be present in person or by proxy to hold the Annual Meeting?

A quorum must exist before business can be conducted at the Annual Meeting. Under our Amended and Restated Regulations (the “Amended Regulations”), a quorum will exist if a majority of the common shares outstanding as of the record date are present in person or by proxy. At the close of business on March 28, 2025, there were 95,276,004 common shares outstanding. A majority, or 47,638,003 common shares, present in person or by proxy, will constitute a quorum. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.

 

 

What proposals are being considered and how many votes are needed for each proposal to be approved by the shareholders?

How can I attend the Annual Meeting?

You can attend our Annual Meeting via the Internet.

Our Annual Meeting will take place via a webcast at www.virtualshareholdermeeting.com/FFBC2025. You may vote and submit questions while attending the webcast meeting by following the instructions at www.virtualshareholdermeeting.com/FFBC2025. To attend the Annual Meeting via www.virtualshareholdermeeting.com/ FFBC2025, you will need the control number included on the Notice of Internet Availability or proxy card that was mailed to you. Instructions on how to attend and participate in the Annual Meeting via the Internet are posted at www.virtualshareholdermeeting.com/FFBC2025. You may also join the Annual Meeting as a guest. Participants who join the Annual Meeting as a guest will not have the ability to vote or submit questions during the Annual Meeting.

How do I find out the voting results from the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and will disclose the final voting results in a current report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

Can I elect to only receive First Financial’s proxy materials electronically?

Shareholders can elect to receive future proxy materials electronically instead of receiving print copies of these items in the mail. You can make this election by following the instructions provided on your proxy card or Notice of Internet Availability or by going to www.proxyvote.com and following the instructions provided there.

If you choose to receive future Proxy Statements and annual reports electronically and you continue to hold shares as of the record date of the next annual meeting, you will receive an e-mail message next year that includes access information for these materials as well as instructions for online voting.

What is “householding?”

Under the rules adopted by the SEC, we may deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings by reducing our printing and mailing costs. To take advantage of this opportunity, we may deliver only one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any shareholder at the shared address to which a single copy of these documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. In addition, if you currently are a shareholder who shares an address with another shareholder and would like to receive only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or you may notify us if you hold registered shares. Registered shareholders may notify us by contacting Broadridge Financial Solutions, Inc. at the above telephone number or address.

 

 

Proposal 1 — Election of Directors

As of the record date, our Board consisted of eleven members, ten of whom were non-employee directors and considered “independent,” as defined by the Nasdaq Rules. In March 2025, Cynthia Booth notified the Company of her intention to retire from the Board effective as of the date of the 2025 Annual Meeting. Ms. Booth’s retirement did not result from any disagreement between the Company and Ms. Booth. Also in March 2025, the Board approved, in accordance with the Company’s Amended Regulations, to decrease the Board to ten members, effective as of the Annual Meeting, opting not to fill the seat vacated by Ms. Booth at this time. The Board is actively engaged in the recruitment of additional directors, and may expand the size of the Board and fill the vacancy created by that expansion if it identifies a director candidate or candidates prior to the 2026 Annual Meeting of Shareholders. If the size of the Board is expanded, director candidates may be nominated as permitted by law and our Amended Regulations.

Our Amended Regulations provide that the Board shall consist of not less than nine nor more than 25 persons, with the exact number to be fixed and determined from time to time by resolution of the Board or by resolution of the shareholders at any annual or special meeting of shareholders. As the Board continues to evaluate the appropriate mix of skills, qualifications and attributes of the current Board and the skills needed to position the Board to lead the Company in the future, we anticipate additional directors will retire and new directors will be added from time to time to fill any vacancies. Any vacancy may be filled by the Board in accordance with law and our Amended Regulations for the remainder of the term of the vacant directorship.

Our Board has approved the nomination of the following ten persons as candidates for election as directors at the Annual Meeting, each for a one-year term: Anne L. Arvia, Vincent A. Berta, Archie M. Brown, Claude E. Davis, William J. Kramer, Dawn C. Morris, Thomas M. O’Brien, Andre T. Porter, Maribeth S. Rahe and Gary W. Warzala. The Corporate Governance and Nominating Committee (“CGNC” or the “Governance Committee”) recommended all ten nominees to the Board, which in turn unanimously approved the nomination of all ten persons.

In the event that any one or more of the nominees becomes unavailable or unable to serve as a director prior to the Annual Meeting, your submitted proxy will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board. We have no reason to believe that any nominee will be unable or decline to serve as a director.

The ten nominees for director receiving the most votes at the Annual Meeting will be elected as directors. You can find additional information about our Policy on Majority Voting in the Corporate Governance section of this Proxy Statement. The general considerations and criteria for assessing director candidates are established in the Charter of the Governance Committee (available at www.bankatfirst.com/about/investor-relations.html). These considerations and criteria are also summarized in the Corporate Governance section of this Proxy Statement.

This Proxy Statement contains information concerning the director nominees, including their present and past professional positions, current directorships with other companies or organizations, and key qualifications and attributes qualifying them to serve on our Board. The age indicated for each nominee is their age as of March 28, 2025. For information regarding ownership of shares of the Company by nominees and directors of the Company, see the Shareholdings of Directors, Executive Officers and Nominees for Director section of this Proxy Statement. There are no arrangements or understandings between any director nominee and any other person pursuant to which such director nominee is or was nominated to serve as director.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 2 — Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2025

Our Audit Committee has appointed Crowe LLP (“Crowe”) as the Company’s independent registered public accounting firm for the Company’s 2025 fiscal year. Our Audit Committee is responsible for the appointment, compensation, retention, termination and oversight of the independent registered public accounting firm. The Audit Committee is also responsible for the negotiation of audit fees payable to Crowe. While the Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal, if shareholders do not ratify the appointment, the Audit Committee will consider whether or not to retain Crowe in the future. Even if the appointment is ratified, our Audit Committee, at its discretion, may change the appointment at any time if it determines that doing so would be in the best interests of the Company and its shareholders.

Representatives of Crowe are anticipated to attend the Annual Meeting and will be available for questions from shareholders who have submitted their questions electronically prior to or during the Annual Meeting. No formal statement by representatives of Crowe is anticipated at the Annual Meeting.

Independent Registered Public Accounting Firm Fees

The following table sets forth the aggregate fees billed for audit services, as well as fees billed with respect to audit-related, tax and all other services, provided by Crowe to the Company and its related entities for the last two fiscal years. Any engagement of the Company’s independent registered public accounting firm for permissible audit, audit-related, tax and other services are preapproved by the Audit Committee. The Audit Committee may provide a general preapproval for a particular type of service or require specific preapproval.

Description of Services:

Audit Fees consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, HUD audit services, and services that are normally provided in connection with statutory or regulatory filings or engagements.

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of financial statements, including employee benefit plan audits.

Tax Fees consist of fees for professional services for tax preparation and services related to REIT testing procedures, compliance, tax planning, and tax consultation.

 

 

Report of the Audit Committee

In accordance with its written charter, the Audit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles and on the Company’s internal control over financial reporting. In this context, the Audit Committee has reviewed and discussed with management and Crowe the audited financial statements for the year ended December 31, 2024, and Crowe’s evaluation of the Company’s internal control over financial reporting. The Audit Committee has discussed with Crowe the matters that are required to be discussed by Auditing Standards No. 16 (Communications with Audit Committees) as amended and adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.

Crowe has provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Crowe that firm’s independence. The Audit Committee has concluded that Crowe’s provision of audit and non-audit services to First Financial and its affiliates is compatible with Crowe’s independence.

The Audit Committee discussed with the Company’s internal auditors and Crowe the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and with Crowe, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee, on February 19, 2025, recommended to the Board, and the Board has approved, that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.

Members of the Audit Committee

William J. Kramer, Chair
Anne L. Arvia
Cynthia O. Booth
Dawn C. Morris

 

 

Proposal 3 — Non-Binding, Advisory Vote to Approve Executive Officer Compensation

As required pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended the (“Exchange Act”), we are asking our shareholders to approve, on a (non-binding) advisory basis, the compensation of the Company’s named executive officers (“named executive officers” or “NEOs”) identified in the Summary Compensation Table included in the Executive Compensation portion of this Proxy Statement beginning at page 40. While this vote is advisory, and not binding on our Company, it will provide information to us regarding shareholder sentiment about our compensation principles and objectives and may be considered in future executive compensation related decisions. As determined by our shareholders most recently at the 2023 Annual Meeting of Shareholders, we request this advisory approval each year.

We strongly encourage you to review the Executive Compensation — Compensation Discussion and Analysis section of this Proxy Statement as well as the Summary Compensation Table and other related compensation tables for detailed information about the compensation of our NEOs when making your voting decision on this proposal.

We believe our compensation program has contributed to our Company’s recent and long-term successes. Our compensation philosophy is based on the following guiding principles, which provide that our executive compensation programs:

▪

Drive alignment between Company strategy, executive pay, and shareholder value creation;

​

▪

Drive alignment between an executive’s performance and the interests of shareholders by tying compensation to our Company’s performance, also known as “Pay for Performance;”

​

▪

Attract, motivate, and retain key talent to deliver consistent, long-term performance; and

​

▪

Incorporate proper governance practices to prevent or mitigate inappropriate risk-taking.

​

We believe information provided in the Executive Compensation portion of this Proxy Statement demonstrates that our executive compensation program has been designed appropriately to ensure our management’s interests are aligned with our shareholders’ interest to support long-term value creation and to differentiate pay based on our performance within our peer group.

Your vote is requested on the following resolution:

RESOLVED, that the shareholders of First Financial Bancorp. approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 2025 Annual Meeting of Shareholders.

 

 

Share Ownership

A beneficial owner of shares is a person who has sole or shared voting power, meaning the power to control voting decisions, or sole or shared investment power, meaning the power to cause a sale or other disposition of the shares. A person is also considered the beneficial owner of shares to which that person has the right to acquire beneficial ownership within 60 days.

Principal Shareholders

The table below identifies all persons known to us to own beneficially more than 5% of our outstanding common shares as of March 28, 2025.1

​

1.

Under new disclosure requirements adopted by the Securities and Exchange Commission in 2024, institutional shareholders are required to file an amendment to their initial beneficial ownership report only if there is a material change to their holdings. The reports referenced in this section reflect the most recent beneficial ownership reports filed by our principal shareholders which were relied upon by us in preparing the information in this section.

​

2.

Information based solely on a Schedule 13G/A filed on January 23, 2024. As of December 31, 2023, BlackRock had sole voting power of 13,501,076 shares and sole dispositive power of 13,688,249 shares.

​

3.

Information based solely on a Schedule 13G/A filed on February 13, 2024. As of December 31, 2023, Vanguard had shared power to vote 77,130 shares; sole dispositive power of 10,761,722 shares; and shared dispositive power of 178,082 shares.

​

4.

Information based solely on a Schedule 13G/A filed on February 14, 2024. As of December 31, 2023, Dimensional Fund Advisors LP had sole power to vote 6,523,421 shares and sole dispositive power of 6,625,028 shares. Shares are owned by funds in which Dimensional or one of its subsidiaries acts as investment advisor, sub-advisor and/or manager, and although Dimensional or its subsidiaries may possess voting and/or investment power over the securities and may be deemed the beneficial owner of the shares, Dimensional disclaims beneficial ownership of such securities.

​

5.

Information based solely on a Schedule 13G filed on February 4, 2025. As of December 31, 2024, State Street Corporation had shared power to vote 673,281 shares and shared dispositive power to vote 5,162,933 shares.

​

 

 

Shareholdings of Directors, Executive Officers and Nominees for Director

The following table shows the number of shares of First Financial beneficially owned, as of March 28, 2025, by our directors, including nominees for director, and executive officers. We include beneficial ownership of common shares for each director (including all nominees for director), each named executive officer, and all directors and executive officers as a group.

​

*

Less than 1%

​

1.

Includes unvested performance-based restricted shares (Brown — 72,405; Anderson — 26,193; Dennen — 24,691; Neeley — 19,459; Woods — 20,260). Executives retain voting and dividend (subject to escrow until vesting) rights on unvested performance-based restricted shares.

​

2.

Includes 25,945 shares owned by revocable trust.

​

3.

In March 2025, Cynthia Booth notified the Company of her intention to retire from the Board effective as of the date of the 2025 Annual Meeting.

​

4.

Includes 50,428 shares jointly owned by spouse.

​

5.

Includes 3,522 shares jointly owned by spouse.

​

6.

Includes 50,715 shares jointly owned with spouse in revocable trust.

​

7.

Includes 118,478 shares jointly owned with spouse and 50,595 shares held by 401(k) Savings Plan.

​

8.

Includes 20,564 shares owned by 401(k) Savings Plan, 545 shares owned for benefit of daughter and 797 shares owned for benefit of son.

​

9.

Includes 36,447 shares jointly owned with spouse, 300 shares jointly owned with son, 200 shares jointly owned with daughter, and 100 shares owned for the benefit of daughter.

​

 

 

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires officers, directors and persons who own more than 10 percent of First Financial’s common shares to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.

Based solely on a review of the copies of these Forms 3, 4, and 5 that are publicly available on the SEC’s EDGAR filing system and written representations from certain reporting persons that they were not required to file a Form 5 for the specific fiscal year, First Financial believes that all of its officers, directors and greater than 10 percent shareholders complied with all filing requirements applicable to them with respect to transactions completed in 2024, except for Malcolm Myers who filed an amended Form 3 on March 18, 2024, to report a holding that was omitted from his initial Form 3 filed on March 5, 2024.

 

 

Corporate Governance

General

At First Financial we are committed to conducting business in accordance with our Corporate Strategy, which defines our purpose.

Our Corporate Strategy and our Code of Conduct guide us in managing our business in line with high standards of business practices and in the best interest of our shareholders, clients, associates and stakeholders.

Code of Conduct

Our Board has adopted a Code of Conduct that applies to everyone at First Financial: our directors, officers and associates. The Code of Conduct identifies our commitment to our values and our responsibilities to our stakeholders, including our clients, our shareholders, our fellow associates, our regulators, and our communities. The Code of Conduct provides guidance on compliance with laws and regulations, non-discrimination, equal opportunity, maintaining a respectful workplace that fosters our culture, protecting Company assets and confidential information, conflicts of interest, accuracy of records and information reporting, and our responsibilities to the communities in which we conduct business. The Code of Conduct also encourages associates to report any illegal or unethical behavior. All newly hired associates are required to certify that they have reviewed and understand the Code of Conduct. In addition, each year all associates receive training and are asked to affirmatively acknowledge their obligation to follow the Code of Conduct.

Code of Ethics for the CEO and Senior Financial Officers

Our Board has also adopted a Code of Ethics for our chief executive officer and senior financial officers that provides further guidance about their responsibilities for full, fair, accurate, timely and understandable disclosure in the periodic reports we file with the SEC.

Corporate Governance Principles

We believe that effective corporate governance is built on adherence to a number of  “best practices.” These practices are consistent with the Board’s responsibilities to effectively oversee the Company’s strategy, evaluate and compensate Company executives, and plan for management succession. Most importantly, these practices are believed to

 

 

strengthen the Company and protect our shareholders’ interests. Accordingly, the Board has developed and follows our Corporate Governance Principles to set forth common procedures and standards relating to corporate governance. The Corporate Governance Principles cover, among other things, board composition, executive sessions of the Board, director qualifications, director responsibilities, director independence, voting for directors, limitations on membership on other boards, continuing education for members of the Board, and Board performance evaluations.

Policies and Procedures Relating to Complaints

The Audit Committee has approved procedures for the receipt, retention and treatment of reports or complaints to the Audit Committee regarding accounting, internal accounting controls, auditing matters and legal or regulatory matters. These procedures also provide for the submission by associates of confidential, anonymous reports to the Audit Committee of concerns regarding questionable accounting or auditing matters.

Our Board’s Role in Risk Oversight

Assessing and managing risk is the responsibility of the Board and management of First Financial. Our Board, with the assistance of the Enterprise Risk and Compliance Committee and other Board committees as discussed below, reviews and oversees our Enterprise Risk Management (“ERM”) program, which is designed to enable effective and efficient identification, assessment, measurement and management of critical enterprise risks and to align risk appetite and strategy. The ERM program was established to clearly define risk management roles and responsibilities, bring together senior management to discuss risk and promote visibility and constructive dialogue around risk at all levels of the organization, enhance risk response decisions, and reduce the potential for operational losses.

The Company’s risk governance structure starts with each line of business being responsible for managing its own risks. The Company employs a second line to monitor and provide support to the lines of business while aggregating risks of a similar nature horizontally across units within the organization (e.g., credit, reputation, operational), and a third line internal audit function. Various risk-related committees whose members are comprised of representatives from the lines of business, risk management, audit, and senior management report to the Enterprise Risk Management Committee (“ERMC”). The ERMC, comprised of executive and senior management, serves as the central body for overseeing, evaluating, and recommending policies and solutions to address both existing and emerging risks. The ERMC is also responsible for evaluating the effectiveness of mitigating and compensating controls, ensuring the adequacy of risk remediation plans, and monitoring risk management efforts across the business.

The Board and executive management have appointed a Chief Risk Officer (CRO) to assist with the risk-oversight responsibilities of the Board and its committees. The Chief Risk Officer provides the Board with a quarterly risk profile, which includes reports on the risk level and trend of each identified risk discipline of the Company, comparing these trends to the Board-established risk appetites and tolerances. Under the ERM program, management develops a comprehensive risk portfolio by facilitating business and function risk assessments, performing targeted risk assessments, and gathering information on specific risk categories and controls gathered from various internal Company operations. Based on these assessments, management develops response plans for risks or controls identified as requiring focused attention. Management provides regular reports on the existing and emerging risk portfolio, response plans, and monitoring efforts to the ERMC and to the Enterprise Risk and Compliance Committee of our Board.

Risk and Cybersecurity

In addition to its general responsibility for monitoring and assessing Company risks and controls, the Enterprise Risk and Compliance Committee of the Board oversees the Company’s efforts to address increasing cyber and technology-related risks, including those associated with Artificial Intelligence (AI). The Company is actively exploring and implementing AI governance frameworks to ensure ethical, transparent, and responsible use of AI technologies, while managing associated risks. The Company’s Chief Information Security Officer chairs the Cybersecurity ERM Committee, attends quarterly ERMC and the Board Enterprise Risk and Compliance Committee meetings, and provides regular reports on the Company’s cybersecurity risks and framework. An annual comprehensive cybersecurity report is also presented

 

 

to the full Board of Directors. The Company continues to strengthen its cybersecurity infrastructure, staffing, and controls. Improving our resiliency against cybersecurity threats remains a key focus for our Board and management. Key actions include clarifying first-line roles, responsibilities, and accountability, increasing employee training, conducting annual cross-functional cyber tabletop exercises, engaging in a high-level board tabletop exercise, and enhancing internal reporting to the Board and its committees. This reporting includes results from regular systems vulnerability scans and other controls testing. The Information Security team, along with the Company’s internal auditors, periodically engages third parties to assess the maturity of the Company’s cybersecurity efforts and help manage associated risks. The Company also maintains cybersecurity insurance to mitigate the impact of potential breaches. To date, no breaches have occurred.

Corporate Responsibility

Our core beliefs define who we are as a company and how we interact with our employees, our communities, our shareholders and our environment. Our Corporate Responsibility Steering Committee, comprised of members of executive management as well as our Chief Corporate Responsibility Officer, oversees and guides the Company’s efforts, including establishing and implementing strategy and goals in various areas, such as inclusion, engagement, community investment and community service, to name just a few. We also have a cross-functional working group to establish metrics and gather information for additional initiatives. Our Board of Directors is actively engaged in our corporate responsibility efforts, with quarterly reviews by the Board’s Executive Compensation Committee of our commitment to

 

 

our employees, our Diversity and Inclusion Committee of our commitment to inclusion, and our Governance Committee of our commitment to our communities, customers and the environment.

Shareholder Engagement

The Board of Directors values the perspectives of our shareholders and solicits feedback from our largest shareholders annually. These meetings help us to understand our investors’ expectations and receive feedback on various topics, including executive compensation, governance and ESG initiatives. The meetings also provide an opportunity to discuss other topics the investors may be interested in. As part of our annual shareholder engagement program, the Company proactively reached out to holders of 66.5% of our common shares in the fall of 2024, including 27 of the largest shareholders of the Company. We held 4 meetings with shareholders representing approximately 24% of our shareholder base. Several shareholders declined meetings, indicating no current concerns related to the Company. Additionally, our executive leaders, including our CEO and Chief Financial Officer, regularly engage with current and prospective investors through earnings calls, participation in conferences and other channels. The results of the conversations were reported to the CGNC, the Compensation Committee and the full Board of Directors. Based on investor feedback we are including additional comparative disclosure in the Company’s Corporate Social Responsibility Report, and additional information in this Proxy Statement regarding our director nominee skills and qualifications.

Director Independence

Our Board has determined that all of our directors, except Archie M. Brown, our current Chief Executive Officer, are independent directors as that term is defined in the Nasdaq Rules. In addition, our Board has determined that each member of the Audit, Executive Compensation, and Corporate Governance and Nominating Committees is independent under such definition and that the members of the Audit Committee are independent under the additional, more stringent requirements of the Nasdaq Stock Market and the Exchange Act applicable to audit committee members. These determinations are made annually, most recently in March 2025.

Under the Nasdaq Rules and our Corporate Governance Principles, independent directors must not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of being a director. In making this determination, our Board reviews and evaluates transactions and relationships with Board members to determine the independence of each of the members.

Board Leadership Structure

Our Board leadership structure includes a Chair of the Board (Claude E. Davis) and a Lead Independent Director (Vincent A. Berta). Because of Mr. Davis’s previous role as CEO and President of the Company, from which he retired in 2019, the Board believes it is important to continue to split the roles of Chair of the Board and Lead Independent Director and intends to continue to have an independent director in the role of Lead Independent Director. The Chair of the Board presides over each Board meeting and performs such other duties as may be incident to the office as determined by the Board. The Lead Independent Director has responsibility for consulting with the Chair regarding Board meetings

 

 

and meeting agendas, acting as a liaison between the Chair and the independent directors with respect to various matters, and leading executive sessions of the independent directors. Although our corporate documents would allow our chair to also hold the position of chief executive officer, our Corporate Governance Principles provide that these two positions must be separate. The Board believes that the existing structure with a Lead Independent Director has worked effectively, particularly with respect to the Lead Independent Director’s role as liaison between the Chair and the independent directors. The Chair, Mr. Davis, is best situated to serve as Chair of the Board because of his extensive experience in the banking industry and his history as former President and CEO of the Company, and the Company and the shareholders are well served by having his industry expertise, knowledge and visibility in the role. The Board intends to continue to evaluate the appropriate structure of the Board from time to time.

Board Assessments

The Governance Committee oversees our annual assessment process. The process consists of several parts, all of which are designed to ensure that the full board, each committee, and each individual director performs effectively and meets the requirements of our Governance Principles, fiduciary obligations and applicable charter documents. Additionally, the CGNC evaluates the skills and resources available on our board in connection with director recruitment and refreshment activities. All of our board and director assessments are done internally, although pursuant to our Governance Principles, the Board is required to use a third party to assist in the assessment every three to five years. In 2023, the CGNC retained an independent third party to conduct an assessment of the Board and each director. The third party attended a board meeting and interviewed board members and executive management both in-person and via questionnaires. The results of the assessment by the third party were delivered to the board in 2024.

 

 

Evaluating Nominees and Electing Directors

Evaluating Nominees

The CGNC evaluates director candidates based upon criteria established by the committee and applies the same evaluation process to all director nominees regardless of whether the nominee is recommended by a shareholder or by the Board. The criteria evaluated by the CGNC may include, among other things, the candidate’s judgment, integrity, leadership ability, business experience, industry knowledge, public company experience, professional reputation, and ability to contribute to board member diversity (including, but not limited to gender, race, and ethnicity, as well as experience, geography, qualifications, attributes, and skills). The CGNC recognizes that diversity of the Board is an important part of its analysis as to whether the Board constitutes a body that possesses a variety of complementary skills and experiences. The CGNC also considers whether the candidate meets independence standards under the Nasdaq Rules and the rules promulgated by the SEC, is “financially literate” or a “financial expert” if appropriate for governance needs, is available to serve, and is not subject to any disqualifying factor. No single individual trait is given particular weight in the decision process.

Policy on Majority Voting

Although our Articles of Incorporation and Amended Regulations provide that director nominees who receive the greatest number of shareholder votes are automatically elected to the Board, our Board has adopted a policy on majority voting for the election of directors that is included in our Corporate Governance Principles. The majority voting policy requires nominees who receive a greater number of votes “withheld” from his or her election than votes “for” his or her election to tender his or her written resignation to the CGNC for consideration by the committee following the certification of the shareholder vote. This requirement applies only in an uncontested election of directors, which is an election in which the only nominees are persons nominated by the Board.

Upon its receipt of a resignation from a director who has not received the requisite shareholder vote, the CGNC will then consider the resignation and make a recommendation to the Board concerning whether to accept or reject such resignation. In making its recommendation to the Board, the CGNC will consider all factors deemed relevant by members of the committee, including the stated reason or reasons why shareholders who cast “withhold” votes for the director did so, the qualifications of the director (including, for example, whether the director serves on the Audit Committee of the Board as an “audit committee financial expert” and whether there are one or more other directors qualified, eligible,

 

 

and available to serve on such committee in such capacity), and whether the director’s resignation from the Board would be in the best interest of First Financial and its shareholders.

The CGNC also will consider a range of possible alternatives concerning the director’s tendered resignation, including acceptance of the resignation, rejection of the resignation, or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the committee to have substantially resulted in the “withheld” votes. The Board will take formal action on the CGNC’s recommendation no later than 90 days following the certification of the shareholder vote. In considering the committee’s recommendation, the Board will consider the information, factors and alternatives raised by the committee and such additional information, factors and alternatives as the Board deems relevant. We will publicly disclose, in a Form 8-K filed in a timely manner with the SEC, the Board’s decision, together with an explanation of the process by which the Board made its decision and, if applicable, the Board’s reason or reasons for rejecting the tendered resignation within four business days after the Board makes its decision.

Shareholder Nominations for Election to the Board

The CGNC will consider director candidates recommended by shareholders in accordance with the procedures outlined in the Amended Regulations. In order to be recommended for a position on the Board by the committee, a proposed nominee must, at a minimum, (i) be able to comply with the Company’s Corporate Governance Principles, and (ii) through a combination of experience and education, have the skills necessary to make an effective contribution to the Board. In connection with next year’s Annual Meeting of Shareholders, the CGNC will consider director nominees recommended by shareholders provided that notice of a proposed nomination is received by the Company no later than February 27, 2026, as provided in the Amended Regulations. Notice of a proposed nomination must include the information outlined in the Amended Regulations and should be sent to First Financial Bancorp., Attention: Karen B. Woods, Corporate Secretary, 255 E. Fifth Street, Suite 2900, Cincinnati, OH 45202.

Director Education

We recognize the importance of our directors keeping current on Company and industry issues and their responsibilities as directors. All new directors attend orientation training soon after being elected to the Board. The Board also encourages attendance at continuing education programs for Board members, which may include internal strategy or topical meetings, third-party presentations, and externally offered programs.

Share Ownership Guidelines

The Company maintains a share ownership requirement for its non-employee directors equal to five times the director’s annual cash retainer. If a director is not in compliance with the share ownership requirement, he or she is required to hold 75% of the net after tax shares received by the director as part of the annual retainer until the share ownership requirement is met.

All directors are currently in compliance with the share ownership requirements.

In calculating directors’ share ownership, the Company includes shares owned individually and unvested restricted shares.

We have also implemented stock ownership and retention guidelines for our named executive officers described further in the Executive Compensation portion of this Proxy Statement.

Succession Planning

In light of the critical importance of executive leadership to our success, we have instituted an annual succession planning process which is guided by the CGNC.

 

 

Meetings of the Board of Directors and Committees of the Board

During 2024, the Board held ten scheduled meetings. We believe it is important for our directors to participate in board and committee meetings. A director who participates in fewer than 75% of scheduled meetings of the Board and committees of which the director is a member, or who does not attend the annual meeting of shareholders, unless excused by the Board, is subject to not being re-nominated to the Board. In 2024, all directors attended more than 75% of the scheduled meetings and all directors except Vincent Berta and Thomas O’Brien, who were excused, attended the 2024 Annual Meeting of Shareholders.

The Board also held seven executive sessions in 2024 where only independent directors were present.

Board Committees

Through March 28, 2025, our Board had established the following standing committees: Audit Committee, Capital Markets Committee, Executive Compensation Committee, Corporate Governance and Nominating Committee, Diversity and Inclusion Committee, and Enterprise Risk and Compliance Committee. Each committee operates pursuant to a committee charter that is approved by the Board, which is the case for the CGNC Charter, or by the CGNC to whom the Board has delegated the authority to approve other committee charters. Each Board committee serves as a joint board committee of First Financial Bank in addition to being a Board committee of First Financial Bancorp.

The charters of the Audit, Compensation, Corporate Governance and Nominating and Enterprise Risk and Compliance Committees each comply with current Nasdaq Rules regulating charters and corporate governance. Each of these charters contain additional information regarding the responsibilities, structure, and purpose of the committees and are available under the Corporate Governance portion of our investor relations website (www.bankatfirst.com/investor-relations.html).

 

 

 

 

 

 

Review and Approval of Related Person Transactions

Each year, our directors and executive officers complete annual questionnaires designed to elicit information about potential related person transactions and transactions that may otherwise affect the independence of a director. The responses to these questionnaires are reviewed by the General Counsel and Corporate Secretary of the Company, and outside counsel if appropriate, to determine if there are related person transactions. Pursuant to the Governance Principles of the Board of Directors, any potential related person transaction (regardless of dollar amount) is required to be submitted to the Audit Committee of the Board for approval at a meeting of the Audit Committee and would also be considered by the CGNC when making independence determinations. The determinations of each Committee are documented in the minutes of its meetings.

Pursuant to the Corporate Governance Principles, no director shall perform professional services for the Company or its affiliates in a manner that interferes with that director’s independence under the Nasdaq Rules. This prohibition applies to services provided (1) directly by the director (or an immediate family member) or (2) where the director (or an immediate family member) is affiliated with the organization that provides professional services to the Company. This prohibition does not apply to professional services that are provided by the director to clients of the Company (or its affiliates) where the Company (or its affiliates) has not given instruction that the service be provided by the director and the Company (or its affiliates) is not the party responsible for payment for the professional services. Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services may include services such as investment services, insurance services, accounting/auditing services, consulting services, marketing services, legal services, property management services, realtor services, lobbying services, executive search services, and IT consulting services.

First Financial has, and expects to have in the future, banking relationships in the ordinary course of business with directors, executive officers, principal shareholders, and their affiliates on the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others. Normal, arms-length banking relationships entered into in the ordinary course of business, and consistent with applicable federal banking regulations, are not considered to interfere with a director’s independence. Service specialization, rate concessions, fee concessions, or other service or product modifications may similarly be offered to directors and executive officers, and their affiliates, if the same would be offered to other similarly situated clients on a non-discriminatory basis in the ordinary course of business. All loans or extensions of credit to a director or officer, or their affiliates, (i) were made in compliance with Federal Reserve Board Regulation O, (ii) were made in the ordinary course of business, (iii) were made on substantially the same terms, including interest rates and nature of collateral, as those prevailing at the time for comparable transactions with other persons not related to the Company, and (iv) did not involve more than the normal risk of collectability or present other unfavorable features. In addition, the Company or its subsidiaries from time to time may pay immaterial amounts for such items as event sponsorships and contributions to not-for-profit entities with which our directors have relationships and which payments are in furtherance of our Company’s business interests.

Transactions with Related Parties

Except as described below, during 2024, no related person transactions involving our directors or executive officers (or members of their immediate family) requiring disclosure in this Proxy Statement were identified nor are any such related person transactions currently proposed.

 

 

In the fourth quarter of 2023, the Company began exploring investment products related to its BOLI portfolio. One of the investment partners consulted was Fort Washington Investment Advisors, Inc. of which Board member Maribeth Rahe is the President and Chief Executive Officer. Although she was not personally involved in any discussions, because the value to be paid to Fort Washington as part of the transaction was in excess of  $120,000, in an abundance of caution, Ms. Rahe voluntarily removed herself from the Audit Committee on January 1, 2024.

The Company ultimately chose Fort Washington as the investment partner and the Board engaged in the required process to consider and approve the related person transactions, as described below. Following approval, the BOLI transaction was completed on February 8, 2024.

As required by the Company’s Governance Principles, the Audit Committee approved the related party transaction at its January 2024 meeting. Also in January 2024, the CGNC considered the transaction and the effect, if any, on Ms. Rahe’s ability to exercise independent judgment on the Board. The CGNC determined that Ms. Rahe remained an independent director, although was disqualified from any future service on the Audit Committee of the Board.

Compensation Committee Interlocks and Insider Participation

During 2024, no member of the Compensation Committee was an employee, officer or former officer of the Company. None of our executive officers served in 2024 on the board of directors or Compensation Committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member of our Board or the Compensation Committee. All banking or financial services transactions between the Compensation Committee members and First Financial Bank were entered into in the ordinary course of business. No other relationships required to be reported under the rules promulgated by the SEC exist with respect to members of the Company’s Compensation Committee.

Insider Trading Policy/Policy Against Hedging and Pledging Activities

Our Board has adopted an Insider Trading Policy that governs the purchase, sale or other distribution of Company securities owned by our directors, officers, associates and other covered persons. Additionally, our Insider Trading Policy prohibits our directors, officers and associates from (1) engaging in any transactions, other than transactions that are specifically excluded under the Insider Trading Policy, while in the possession of material nonpublic information; (2) recommending or giving an express opinion on the purchase or sale of Company securities while in possession of material nonpublic information; (3) disclosing material nonpublic information whatsoever to persons within the Company whose jobs do not require them to have that information, or outside the Company to other persons, including, but not limited to, family, friends, business associates, investors, analysts and consulting firms, unless such disclosure has been authorized by the Company or is required in the performance of a person’s job duties for the Company; (4) assisting anyone in engaging in activities prohibited by the Insider Trading Policy while in possession of material nonpublic information; (5) hedging transactions with respect to First Financial shares, including prepaid variable forward contracts, equity swaps, collars and exchange funds, and trading in any derivative security relating to First Financial shares, and (6) pledging First Financial shares as collateral for a loan or holding such shares in a margin account. The Company also follows procedures for the repurchase of its securities. We believe our Insider Trading Policy and repurchase procedures are designed to promote compliance with insider trading laws, rules and regulations. Each year all associates are asked to affirmatively acknowledge their obligation to follow the Insider Trading Policy. To review our Insider Trading Policy, see Exhibit 19  —  Insider Trading Policy filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Executive Officers

Disclosure regarding the executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC under the heading “Information About Our Executive Officers,” which is incorporated into this Proxy Statement by reference.

Communicating with the Board of Directors

Shareholders may send communications to the Company’s Board or to individual directors by writing to:

Attn: Board of Directors (or name of individual director)
First Financial Bancorp.
255 E. Fifth Street, Suite 2900
Cincinnati, OH 45202

 

 

Letters mailed to this address will be received by the director who serves as Chair of the Audit Committee or the director who serves as Chair of the CGNC, as alternate. A letter addressed to an individual director will be forwarded unopened to that director by the Chair of the Audit Committee or his or her delegate.

Shareholders may also contact the Company’s Corporate Secretary, Karen B. Woods, at First Financial Bancorp., 255 E. Fifth Street, Suite 2900, Cincinnati, OH 45202.

Information regarding this process is also available within the Investor Relations section of our website at https://ir.bankatfirst.com/corporate-profile/default.aspx under the “Corporate Governance” tab, by clicking on the link “Communicating with the Board of Directors.”

 

Executive Compensation

Compensation Discussion and Analysis

 

 

Introduction and Named Executive Officers

This Compensation Discussion and Analysis (this “CD&A”) describes and explains the material elements of 2024 compensation for our Chief Executive Officer, our Chief Financial Officer, and our other highly compensated executive officers. Detailed information regarding the compensation of these executive officers, also called “Named Executive Officers” or “NEOs,” is set forth in the tables following this CD&A. We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation Committee arrived at specific compensation policies and decisions involving the NEOs.

For 2024, our Named Executive Officers are:

You should read this section of the Proxy Statement when determining your vote on the compensation of our NEOs (see Proposal 3 — Non-Binding, Advisory Vote to Approve Executive Officer Compensation). This CD&A contains information that is important to your voting decision.

2024 Business Highlights

In 2024, the Company delivered record adjusted revenue of  $854 million, loan growth of  $829 million, deposit growth of  $968 million, record adjusted non-interest income of  $242 million and a net interest margin of 4.05%. For detailed highlights of the Company’s 2024 performance, please see page 3.

2024 Shareholder Engagement

The Company has historically received strong shareholder approval in favor of its “say on pay” resolution, including 97.35% and 96.69% support at our 2023 and 2024 Annual Meetings, respectively. For the past three years the Company has engaged in significant shareholder outreach regarding executive compensation following, and occasionally in advance of, our shareholder meetings. A summary of our 2024 engagement efforts is discussed in more detail in the Shareholder Engagement section of this Proxy Statement on page 30.

 

 

Best Practices

Our Compensation Committee follows many compensation and corporate governance best practices when establishing executive compensation:

 

 

The compensation program adopted by the Compensation Committee is designed to reward employee performance and the growth of long-term shareholder value. The Compensation Committee seeks to attract, retain and motivate the Company’s employees, including our NEOs, by aligning competitive, market-based compensation programs with the Company’s objectives, business strategy and financial performance. At the same time, the Compensation Committee seeks to ensure that the Company’s compensation program promotes a customer-focused culture in which employees are not incentivized to take inappropriate risks.

The Compensation Committee has identified the following guiding principles that form the basis for the Company’s compensation program. Compensation should:

Three parties play an important role in establishing compensation levels for the Company’s executive officers: (i) the Compensation Committee, (ii) senior management, and (iii) outside advisors. The sections that follow describe the role each of these parties plays in the compensation-setting process, as well as other important factors that impact compensation decisions.

Role of the Compensation Committee

The Compensation Committee has the responsibility to:

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Review and approve the composition of the peer group companies used to assess the Company’s pay practices, target pay opportunities, and establish performance goals and objectives;

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Approve the executive compensation plan design and target structure, including setting targets for incentives using management’s internal business plan, industry and market conditions and other factors;

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Review the performance and determine the compensation of the CEO and other executive officers;

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Determine the amount of, and approve, each element of total compensation paid to the NEOs, and determine the general elements of total compensation for other senior officers;

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Review all quantitative and qualitative components of compensation (both target and actual) for the CEO and the other NEOs, including base salary, bonus, and long-term incentives;

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Maintain an independent and effective Compensation Committee that promotes independent oversight of executive pay programs with appropriate skills, knowledge, experience, and sound processes for compensation decision-making; and

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Define potential payments to executive officers under various termination events, including retirement, termination for cause and not for cause, and upon a change in control.

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In determining the amount of NEO compensation each year, the Compensation Committee reviews competitive market data from our compensation peer group as well as the broader banking industry. It makes specific compensation decisions and awards based on such information, along with Company performance, individual performance and other circumstances as appropriate.

Role of Executive Management in Compensation Decisions for NEOs

Throughout the year, the Compensation Committee meets with the CEO and other executive officers to solicit and obtain recommendations with respect to the Company’s compensation programs and practices. The CEO makes recommendations to the Compensation Committee as to the appropriate base salaries, annual cash incentive opportunities, and stock awards for the executive officers other than himself.

In approving compensation for 2024, the Compensation Committee considered the CEO’s recommendations for the executive officers. The Compensation Committee, in consultation with its compensation consultant, the Chair of the Board and the Lead Director, made its own determinations regarding the compensation for the CEO, which were then ratified and approved by the Board.

Role of the Compensation Consultant

To assist in its efforts to meet the objectives outlined above in 2024, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) to provide general executive compensation consulting services to the Compensation Committee and to the Company. Pursuant to the Compensation Committee’s charter, the Compensation Committee has the power to retain or terminate such consultant and engage other advisors. A representative of Meridian regularly participated in meetings of the Compensation Committee, including executive sessions without management present.

Meridian typically collaborates with management to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the Compensation Committee. The consultant provides data regarding market practices and works with management to develop recommendations for changes to plan designs and policies consistent with the philosophies and objectives discussed earlier. In accordance with SEC Rules and the Nasdaq Rules, the Compensation Committee took appropriate actions to confirm the independence of Meridian, and to determine that the services provided by Meridian do not give rise to any conflicts of interest.

Market Competitiveness

The Compensation Committee considers the compensation practices of a group of similarly sized publicly traded financial services/banking organizations designated as the Company’s peer group in establishing and reviewing the Company’s performance, the structure of the Company’s compensation program, and the actual compensation of our executive officers. The Compensation Committee selected companies to be included in the peer group based on their asset size (approximately one-half to two times the asset size of the Company), business model, products, services and geographic location as compared to that of the Company. The Compensation Committee reviews and approves the peer group annually with input from our independent compensation consultant and management.

In 2024, the Compensation Committee reviewed the institutions comprising the 2023 peer group and removed two banks (Heartland Financial USA, Inc. and S&T Bancorp, Inc.) due to being acquired or changes in asset size. The Compensation Committee added two banks (Home Bancshares, Inc. and WSFS Financial Corporation) to the peer group for 2024, each of which met the foregoing selection criteria.

 

 

The 2024 peer group consisted of the following 21 financial services companies:

Our Compensation Committee uses peer information as a reference point when evaluating the elements and amounts of the compensation paid to our Chief Executive Officer and our other executive officers. However, the Compensation Committee does not set compensation of our executive officers at a specific benchmark level (e.g., median of peer group). Peer group data is one of several factors used by the Compensation Committee when setting the compensation of our Chief Executive Officer and other executive officers.

 

 

The Compensation Committee regularly reviews peer and industry information concerning levels of compensation and performance in order to make competitive pay decisions. In 2024, the Compensation Committee used this information and analysis as a reference for setting pay opportunities, such as changes to base salary, annual incentive awards and long-term incentive grants.

Elements and Mix of Compensation

The three primary components of executive compensation are base salary, annual incentive awards and equity based long-term incentive awards. Benefits comprise a smaller component of overall pay. The purpose and features of each component are summarized in the sections below.

The Compensation Committee takes a holistic approach to establishing the total compensation package for executives and each element of compensation is interdependent on the other elements. Applying the Company’s core values and drawing upon the principles and philosophy discussed above, the Compensation Committee utilizes these elements of compensation as building blocks to construct a complete compensation package for each executive that appropriately satisfies the core design criteria of pay for performance, alignment with shareholder interests, market competitiveness, proper governance and compliance with all legal and regulatory guidelines.

The mix and relative weighting of each compensation element reflect the competitive market and the Company’s compensation philosophy. The mix of pay may be adjusted from time to time to best support our immediate or longer-term objectives, changes in executive responsibility, and internal consistency.

Target compensation for each NEO is a mix of short-term (cash) and long-term (stock) incentives. A substantial portion of this mix is at risk and varies based on the performance of the Company, including the creation of long-term shareholder value. The emphasis on compensation elements related to performance is specifically intended to affect the actual level of compensation realized versus target. If the Company performs well (based on both internal objectives and peer group comparisons), award levels are intended to be strong. If the Company underperforms, award levels and values will be negatively impacted.

 

 

The mix of compensation awarded in 2024 to our NEOs reflects our compensation philosophy. A substantial portion of our executives’ compensation is at risk and tied to performance goals that align with the Company’s strategy and shareholder experience, with a heavier weighting on long-term equity compensation than the short-term cash incentive.

CEO Target Pay Mix

Other NEOs Average Target Pay Mix

Base Salary

Base salaries for our NEOs reflect their role and value to the Company. Base salaries are reviewed annually and adjusted as appropriate to reflect each NEO’s performance, contribution, and experience as well as relative position to the market and each other. Base salary levels are a foundational component of compensation since several elements of compensation are linked to this core element (e.g., cash and stock incentives). The Compensation Committee reviews base salaries annually but may engage in additional reviews as necessary to address market competitive increases or to reflect increases in a particular NEO’s scope and responsibilities.

During 2024, based on market conditions and in particular the continued focus on liquidity, the Company capped base salary increases for all executive and senior management at 2%. The Compensation Committee reviewed executive base salaries and approved increases to executive pay based on the considerations noted above, and in particular the internal limitations established for the year. Based on these considerations, the Compensation Committee approved the following changes to executive base compensation:

 

 

Short-Term Incentive Compensation

Short-term incentives serve as a key mechanism to vary pay levels according to Company-wide short-term performance, linking executive financial rewards to the value delivered to our shareholders. Such incentives are earned and paid annually, but only after established threshold corporate performance levels are achieved. To underscore the importance of creating value for our shareholders, payouts for the Company’s executive officers under the Company’s Short-Term Incentive Plan (“STIP”) focus on corporate, rather than individual, performance. This approach also emphasizes that collective individual performances will result in improved business performance and favorably impact shareholder value.

2024 Target Compensation.   Generally, the Compensation Committee establishes target compensation levels for our executives under the STIP at the beginning of each fiscal year, taking into consideration such factors as peer compensation data, the Company’s compensation philosophy, program objectives, relevant market data, individual performance and the scope and responsibility of each individual. In general, target short-term incentive opportunities are targeted to be within 15% of market median levels, with executives having the opportunity to earn higher payouts if warranted based on the overall performance of the Company. The Company also considers the importance of increasing the percentage of executive pay that is performance-based rather than fixed, to better align executive pay with individual and Company performance.

In 2024, the Compensation Committee reviewed the executive team’s STIP target levels and, based on this review, determined that each NEO’s STIP target level should remain unchanged from 2023, except for Mr. Anderson’s STIP target level which was increased five percentage points, consistent with the considerations noted above as well as his additional responsibilities as Chief Operating Officer.

Target award opportunities are expressed as a percentage of actual base salary paid during the performance year. Actual awards may range from 0% to a maximum of 200% of the target award opportunity depending upon the level of achieved performance. The NEO target levels were as follows for the 2023 and 2024 plan years:

2024 STIP Performance Measures

The Compensation Committee selected the 2024 STIP performance measures and their relative weightings based on their relevance as key, balanced measures that drive shareholder value creation and align with the Company’s internal, board-approved business plan. Performance is measured over a 12-month period that aligns with the Company’s fiscal year for all participants (including the NEOs).

When establishing the STIP measures for 2024, the Compensation Committee considered the Company’s internal priorities, peer practices and macroeconomic conditions. The Compensation Committee also considered its desire for plan stability over time in order to maintain effectiveness of the plan as a driver of performance.

The Compensation Committee approved for the 2024 STIP the same performance measures used in the 2023 STIP: (i) return on assets, (ii) classified assets and (iii) earnings per share growth. Consistent with 2023 STIP, each of the 2024 performance measures were evaluated relative to the KBW Index to determine pay outcome. Relative measures were chosen due to the income volatility in the banking industry, most recently due to the Federal Reserve’s limited interest rate cuts and the challenges of comparing results to a budget established months earlier that can become outdated due to major events, such as the COVID-19 pandemic or unanticipated interest rate changes.

 

 

The following table summarizes the 2024 performance measures and weightings selected by the Compensation Committee:

The Compensation Committee also has discretion to make a downward adjustment to STIP payouts in the event of a material risk management failure or a material error that results in financial restatement. Additionally, the Compensation Committee has discretion to adjust the formulaically calculated payout for performance in non-financial areas that may or may not directly affect the Company’s achievement of specific financial metrics for a particular year but are nevertheless important to the enhancement of shareholder value.

The KBW Regional Banking Index (KBW Index) is made up of approximately 50 regional banks located throughout the country that are generally within an asset and market capitalization range comparable to the Company. This comparator group is broader than the Company’s established benchmarking peer group which is used in the process of setting overall compensation levels.

The Compensation Committee established the following performance goals for the Company’s 2024 STIP: