DEF: First Financial Bancorp Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

First Financial Bancorp will hold its annual shareholder meeting virtually on May 27, 2025, to vote on the election of directors, ratification of the independent auditor, and executive compensation.

Summary

• First Financial Bancorp will hold its Annual Meeting of Shareholders virtually on May 27, 2025.
• Shareholders of record as of March 28, 2025, are eligible to vote.
• The meeting will address the election of ten directors, ratification of Crowe LLP as the independent auditor for 2025, and an advisory vote on executive compensation.
• The Board of Directors recommends voting 'FOR' all director nominees, the ratification of Crowe LLP, and the approval of executive compensation.
• Proxy materials are available online and were mailed to shareholders around April 17, 2025.
• The company highlights its 2024 financial performance, including record fee income, solid credit quality, and strong liquidity.
• First Financial is well-capitalized and holds a 5-star rating with Bauer Financial.
• The company signed a Community Benefits Agreement committing $2.4 billion in lending and investments to lowand moderate-income clients and census tracts from 2024-2028.
• The Board consists of ten nominees, nine of whom are independent.
• The company emphasizes its commitment to corporate governance, ethical practices, and shareholder value.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and a commitment to ethical practices and shareholder value. The company's performance met expectations, and their outlook for earnings in the coming year remains optimistic.

Positives

• 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% in 2024.
• First Financial is well-capitalized, with all capital ratios significantly exceeding regulatory and internal targets.
• The company holds a 5-star rating with Bauer Financial, the highest rating available.
• First Financial Bank associates volunteered over 14,800 hours in their communities.
• The company awarded more than $4.6 million in grants and donations through First Financial Bank and the First Financial Foundation.
• The company signed a Community Benefits Agreement committing $2.4 billion in lending and investments to lowand moderate-income clients and census tracts from 2024-2028.

Risks

• The document mentions the importance of risk oversight and cybersecurity, indicating potential risks in these areas.
• The company is actively exploring and implementing AI governance frameworks to ensure ethical, transparent, and responsible use of AI technologies, while managing associated risks.

Future Outlook

The company's outlook for earnings in the coming year remains optimistic.

Management Comments

• First Financial exists to create opportunities for clients and communities to thrive.
• A measured and consistent approach to financial management is a cornerstone of First Financials commitment to good stewardship.

Industry Context

The document references the KBW Regional Banking Index as a benchmark for performance, indicating an awareness of industry standards and competitor performance.

Comparison to Industry Standards

• The company uses a peer group of 21 financial services companies with asset sizes ranging from approximately one-half to two times the asset size of First Financial Bancorp.
• The peer group includes companies such as Fulton Financial Corporation, Commerce Bancshares, Inc., and United Bankshares, Inc.
• The company's performance is measured against the KBW Regional Banking Index, which includes approximately 50 regional banks.

Management Changes

Corporate Governance

Related Party Transactions

• 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.
• 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.
• Following approval, the BOLI transaction was completed on February 8, 2024.

Stakeholder Impact

• The company's commitment to ethical practices and shareholder value aims to positively impact shareholders.
• The Community Benefits Agreement is expected to benefit lowand moderate-income clients and communities.
• The company's corporate responsibility efforts aim to positively impact employees, communities, and the environment.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The company will announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K filed with the SEC.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Board of Directors, Executive Compensation, Director Election, Crowe LLP, Financial Performance, Corporate Governance, Community Benefits, Risk Management, Cybersecurity, First Financial Bancorp, FFBC