SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
| MEETING DATE | | |
| May 28, 2024 10:00 AM Eastern Time |
| |
| LOCATION | | |
| virtualshareholdermeeting.com /FFBC24 |
| |
| WHO MAY VOTE | | |
|
Only shareholders of record at the close of business on April 1, 2024, are eligible to participate and entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.
|
| |
| | | |
ITEMS OF BUSINESS
|
| | APPROVAL REQUIRED |
| |
BOARD’S
RECOMMENDATION |
| | | |||||||
1
|
| |
Election of Directors (see page 13)
|
| |
Affirmative vote of a plurality
|
| |
FOR
|
| | | ||||
2
|
| |
Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2024 (see page 22)
|
| |
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 24)
|
| |
Majority of votes present, in person or by proxy, and entitled to vote
|
| |
FOR
|
| | | ||||
4 | | |
To consider and act upon any other matters that may properly come before the meeting.
|
| | | | | | |
BY INTERNET
|
| |
BY TELEPHONE
|
| |
BY MAIL
|
|
Before the Meeting: Go to www.proxyvote.com
During the Meeting: Go to virtualshareholdermeeting.com
/FFBC24 |
| | By calling 1-800-690-6903 |
| | By signing, dating, and returning your proxy card in the enclosed envelope | |
Corporate Secretary
|
|
| |
using approximately 12.5 fewer tons of wood, or 75 fewer trees (1.2 acres of forest)
|
| |
|
| |
saving approximately 66,900 million gallons of water, or the equivalent of filling approximately 3 swimming pools
|
|
|
|
| |
reducing hazardous air pollutants by approximately 5 pounds
|
| |
|
| |
eliminating approximately 3,680 pounds of solid waste
|
|
|
|
| |
reducing the emission of approximately 56,200 million fewer pounds of greenhouse gases, including CO2, or the equivalent of 5.1 automobiles running for one year
|
| |
|
| |
using approximately 79.7 billion fewer BTUs, or the equivalent of the amount of energy used by 95 residential refrigerators for one full year
|
|
| Proxy and Annual Meeting Summary | | | | | 1 | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 5 | | | |
| | | | | 8 | | | |
| Questions and Answers about this Proxy Statement and the Annual Meeting | | | | | 9 | | |
| Proposal 1—Election of Directors | | | | | 13 | | |
| Proposal 2—Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2024 | | | | | 22 | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| Proposal 3—Non-Binding, Advisory Vote to Approve Executive Officer Compensation | | | | | 24 | | |
| Share Ownership | | | | | 25 | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| Corporate Governance | | | | | 28 | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 31 | | | |
| | | | | 31 | | | |
| | | | | 31 | | |
| | | | | 32 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 34 | | | |
| | | | | 34 | | | |
| | | | | 34 | | | |
| | | | | 35 | | | |
| | | | | 35 | | | |
| | | | | 38 | | | |
| | | | | 39 | | | |
| | | | | 39 | | | |
| Executive Compensation (See detailed Executive Compensation Table of Contents) | | | | | 40 | | |
| | | | | 40 | | | |
| | | | | 56 | | | |
| 2023 Board Compensation | | | | | 57 | | |
| Compensation Tables | | | | | 59 | | |
| CEO Pay Ratio | | | | | 72 | | |
| Pay Versus Performance | | | | | 73 | | |
| 2025 Annual Meeting Information | | | | | 79 | | |
| | | | | 79 | | | |
| Appendix A | | | | | A-1 | | |
| | | | | A-1 | | |
|
We are sending this Proxy Statement and the accompanying proxy card to you as a shareholder of First Financial Bancorp., an Ohio corporation, in connection with the solicitation of proxies for the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Our Board of Directors is soliciting proxies for use at the Annual Meeting, or at any postponement or adjournment of the Annual Meeting.
|
| |
|
|
Proposal
|
| |
Approval Required
|
| |
Board’s
Recommendation |
| |
Page
Reference |
|
1.
Election of Directors
|
| |
Affirmative vote of a plurality
|
| |
For Each
Nominee |
| |
13
|
|
2.
Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2024
|
| |
Majority of votes present, in person or by proxy, and entitled to vote
|
| |
|
| |
22
|
|
3.
Approve, on an Advisory Basis, the Compensation of the Company’s Executive Officers
|
| |
Majority of votes present, in person or by proxy, and entitled to vote
|
| |
|
| |
24
|
|
|
Vote Online
|
| |
Vote by Phone
|
| |
Vote by Mail
|
|
|
|
| |
|
| |
|
|
|
▪
Before the Meeting: Go to
www.proxyvote.com
▪
During the Meeting: Go to
www.virtualshareholdermeeting.com/FFBC24
|
| |
By calling
1-800-690-6903 |
| | By signing, dating, and returning your proxy card in the enclosed envelope | |
|
2024 Proxy Statement | Proxy and Annual Meeting Summary
|
| |
1
|
|
|
2
|
| |
2024 Proxy Statement | Proxy and Annual Meeting Summary
|
|
|
2024 Proxy Statement | Proxy and Annual Meeting Summary
|
| |
3
|
|
Name
|
| |
Age
|
| |
Independent
|
| |
Occupation
|
| | Director Since |
| |
Audit
|
| |
Compensation
|
| |
Corporate Governance
and Nominating |
| |
Enterprise
Risk and Compliance |
| |
Capital Markets
|
| |
Diversity & Inclusion
|
|
Anne L. Arvia
|
| | 60 | | | YES | | | Principal, Strategic Transformation & Program Management, of Cornerstone Advisors | | | N | | | | | | | | | | | | | | | | | | | |
Vincent A. Berta
|
| | 65 | | | YES | | | Lead Director, and President and Managing Director of Covington Capital, LLC | | | 2018 | | | | | | | | |
C
|
| |
M
|
| | | | | | |
Cynthia O. Booth
|
| | 66 | | | YES | | | President, Chief Executive Officer and owner of Emerge Manufacturing | | | 2010 | | |
C
|
| |
M
|
| | | | | | | | | | |
C
|
|
Archie M. Brown
|
| | 63 | | | NO | | | President and Chief Executive Officer of First Financial Bancorp. and First Financial Bank | | | 2018 | | | | | | | | | | | | | | | | | |
M
|
|
Claude E. Davis
|
| | 63 | | | YES | | | Chair of First Financial Bancorp. and First Financial Bank, and President and Partner of Brixey & Meyer Capital | | | 2004 | | | | | | | | | | | | | | | | | | | |
William J. Kramer
|
| | 63 | | | YES | | | Vice President Finance and CFO and director of Valco Companies, Inc. | | | 2005 | | |
M
|
| |
C
|
| | | | | | | | | | | | |
Dawn C. Morris
|
| | 56 | | | YES | | | Founder and CEO of Growth Partners Group | | | 2023 | | |
M
|
| | | | |
M
|
| | | | | | | |
M
|
|
Thomas M. O’Brien
|
| | 67 | | | YES | | | Owner of Simpactful Consulting | | | 2018 | | | | | |
M
|
| | | | | | | |
C
|
| | | |
Andre T. Porter
|
| | 44 | | | YES | | | Senior Vice President, Chief Strategy Officer and General Counsel of Midcontinent Independent System Operator, Inc. | | | 2023 | | | | | | | | | | | |
M
|
| |
M
|
| | | |
Maribeth S. Rahe
|
| | 75 | | | YES | | | President and Chief Executive Officer of Fort Washington Investment Advisors, Inc. | | | 2010 | | | | | | | | | | | | | | |
M
|
| | | |
Gary W. Warzala
|
| | 68 | | | YES | | | Executive Partner at Gartner, Inc. | | | 2022 | | | | | | | | |
M
|
| |
C
|
| | | | | | |
|
2024 Proxy Statement | Proxy and Annual Meeting Summary
|
| |
5
|
|
|
|
| |
|
| |
|
|
|
INDEPENDENCE
|
| |
ATTENDANCE
|
| |
DIVERSITY
|
|
|
10 of our 11 director nominees are independent.
|
| |
In 2023, overall attendance at Board and Committee meetings was over 97 percent.
|
| |
45% of director nominees contribute to gender/ethnic diversity.
|
|
|
6
|
| |
2024 Proxy Statement | Proxy and Annual Meeting Summary
|
|
|
Board Diversity Matrix
|
| ||||||||||||||||||||||||||||||||
| | | | |
As of 03/24/2023
|
| | |
As of 04/01/2024
|
| ||||||||||||||||||||||||
| Total Number of Directors | | | |
11
|
| | |
12
|
| ||||||||||||||||||||||||
|
Gender Identity
|
| | |
Female
|
| | |
Male
|
| | |
Non-Binary
|
| | |
Did Not Disclose
Gender |
| | |
Female
|
| | |
Male
|
| | |
Non-Binary
|
| | |
Did Not Disclose
Gender |
|
| Directors | | | |
4
|
| | |
7
|
| | |
—
|
| | |
—
|
| | |
4
|
| | |
8
|
| | |
—
|
| | |
—
|
|
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| African American or Black | | | |
1
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
1
|
| | |
1
|
| | |
—
|
| | |
—
|
|
| Alaskan Native or Native American | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
|
| Asian | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
|
| Hispanic or Latinx | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
1
|
| | |
—
|
| | |
—
|
| | |
—
|
|
| Native Hawaiian or Pacific Islander | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
|
| White | | | |
3
|
| | |
7
|
| | |
—
|
| | |
—
|
| | |
3
|
| | |
7
|
| | |
—
|
| | |
—
|
|
| Two or More Races or Ethnicities | | | |
—
|
| | |
—
|
| | |
—
|
| | |
—
|
| | |
1
|
| | |
—
|
| | |
—
|
| | |
—
|
|
| LGBTQ+ | | | |
—
|
| | |
—
|
| ||||||||||||||||||||||||
|
Did Not Disclose Demographic Background
|
| | |
—
|
| | |
—
|
|
|
2024 Proxy Statement | Proxy and Annual Meeting Summary
|
| |
7
|
|
| Governance Summary | | | | |
| Total Number of Board Nominees | | |
11
|
|
| Number of Independent Nominees | | |
10
|
|
| Average Age of Director Nominees | | |
62.7
|
|
| Average Tenure of Nominees | | |
7.5
|
|
| Number of Female Nominees | | |
4
|
|
| Number of Ethnically Diverse Nominees | | |
3
|
|
| Meetings of the Board in 2023 | | |
9
|
|
| Meetings of the Independent Directors in 2023 | | |
7
|
|
| Annual Election of Directors | | |
YES
|
|
| Majority Voting in Uncontested Director Elections | | |
YES
|
|
| Separate Chair, CEO and Lead Independent Director | | |
YES
|
|
| Corporate Governance Standards Reviewed Annually | | |
YES
|
|
| Annual Board and Committee Evaluations | | |
YES
|
|
| Director Over-Boarding Limits | | |
YES
|
|
| Board Orientation and Director Education Programs | | |
YES
|
|
| Independent Board Compensation, Governance and Audit Committees | | |
YES
|
|
| Board Oversight of Environmental, Social and Governance Programs | | |
YES
|
|
| Codes of Conduct for Board and all Associates | | |
YES
|
|
| Stock Ownership Guidelines for Board and Executive Officers | | |
YES
|
|
| Anti-Hedging and Pledging Policy | | |
YES
|
|
| Clawback Policy | | |
YES
|
|
|
8
|
| |
2024 Proxy Statement | Proxy and Annual Meeting Summary
|
|
|
2024 Proxy Statement | Questions and Answers about this Proxy Statement and the Annual Meeting
|
| |
9
|
|
|
10
|
| |
2024 Proxy Statement |
|
| | Questions and Answers about this Proxy Statement and the Annual Meeting | |
|
2024 Proxy Statement | Questions and Answers about this Proxy Statement and the Annual Meeting
|
| |
11
|
|
Proposal
|
| |
Approval Required
|
| |
Effect of an Abstention
(or Withheld Vote with respect to Proposal 1) |
| |
Effect of a
Broker Non-Vote |
|
1.
Election of Directors
|
| |
Affirmative vote of a plurality
|
| |
No effect on election
voting but see “Policy on Majority Voting” in the Corporate Governance section of this Proxy Statement |
| |
No effect
|
|
2.
Ratify the Appointment of Crowe LLP as our Independent Registered Accounting Firm for 2024
|
| |
Majority of votes present, in person or by proxy, and entitled to vote
|
| |
Will be treated as a
vote AGAINST the proposal |
| |
Not Applicable
|
|
3.
Approve, on an Advisory Basis, the compensation of the Company’s Executive Officers
|
| |
Majority of votes present, in person or by proxy, and entitled to vote
|
| |
Will be treated as a
vote AGAINST the proposal |
| |
No effect
|
|
|
12
|
| |
2024 Proxy Statement |
|
| | Questions and Answers about this Proxy Statement and the Annual Meeting | |
| |
|
| | |
The Board recommends a vote FOR all of the nominees for director.
|
| |
|
2024 Proxy Statement | Proposal 1 — Election of Directors
|
| |
13
|
|
|
Anne L. Arvia
|
| | |
Director Since: New Director
|
|
|
Age: 60
|
| |
Ms. Arvia is a Principal Strategic Transformation and Program Management, of Cornerstone Advisors
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Accounting/
Financial Reporting |
| |
Business Development/ M&A
|
| |
Financial Industry
|
| |
Legal or Regulatory
|
| |
Public Company
|
| |||
|
|
| |
|
| | | | |||||||||
|
Risk Management
|
| |
Senior Leadership
|
| | | | |||||||||
|
▪
Ms. Arvia is a Principal, Strategic Transformation and Program Management, of Cornerstone Advisors, a management consulting firm specializing in advising financial institutions, based in Scottsdale, Arizona. She has held this position since April 2023. Prior to Cornerstone Advisors, Ms. Arvia served from 2018 to 2022 as the Executive Vice President of The Auto Club Group and CEO & President of The Auto Club Trust, FSB, each a AAA company in Dearborn, Michigan. In addition, Ms. Arvia has held executive leadership roles at USAA Bank in San Antonio, Texas, Nationwide Insurance in Columbus, Ohio, and ShoreBank in Chicago, Illinois.
▪
Ms. Arvia has served on the board of directors of GATX Corporation (NYSE: GATX) since 2009. Serving as Audit Committee Chair for over 9 years. Previously she served on the board of XacBank LLC, an international micro finance bank in Mongolia, and as an executive director on the boards of The Auto Club Trust, FSB, USAA Bank, FSB, Nationwide Bank and ShoreBank.
▪
Ms. Arvia has been a CPA since 1985 with public accounting experience. She brings extensive banking, strategic, business transformation, digital/direct channel and operating business experience and expertise to the Company and Board.
|
|
|
Vincent A. Berta
|
| | |
Director Since: 2018
|
|
|
Age: 65
2023 Committees:
▪
Corporate Governance and Nominating (Chair)
▪
Enterprise Risk and Compliance
|
| |
Mr. Berta is the President and Managing Director of Covington Capital, LLC.
Mr. Berta has served as Lead Independent Director since 2020. |
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Accounting/
Financial Reporting |
| |
Business Development/ M&A
|
| |
Business Owner
|
| |
Financial Industry
|
| |
Legal or Regulatory
|
| |||
|
|
| |
|
| |
|
| | | | | |||||
|
Public Company
|
| |
Risk Management
|
| |
Senior Leadership
|
| | | |||||||
|
▪
Mr. Berta currently serves as the President and Managing Director of Covington Capital, LLC, a private investment firm providing specialized investment banking and advisory services primarily to financial, real estate and investment companies. He has held these positions since January 1997.
▪
Mr. Berta has over 35 years of experience in the financial services industry, previously serving as the Executive Vice President and Regional Chairman of U.S. Bank Corporation, the Chairman, President and Chief Executive Officer of Trans Financial, Inc., a $2.3 billion bank acquired by U.S. Bank Corporation in 1998, and a partner in Landmark Financial Advisors, Inc., a registered investment advisory company he co-founded in 2002. Mr. Berta also served as a chief financial officer and in various other roles for banking institutions. Mr. Berta is active in various community and civic associations, including work on the Focus 2030 Comprehensive Plan, which was formed to provide a community framework for growth in Bowling Green, Kentucky.
▪
Mr. Berta previously served as a director of MainSource Financial Group, Inc. and MainSource Bank from 2016 until April 1, 2018.
▪
Mr. Berta’s significant experience in the financial services industry, including specifically his executive experience as an officer of banking institutions, provides valuable insight and knowledge to the Company and Board.
|
|
|
14
|
| |
2024 Proxy Statement | Proposal 1 — Election of Directors
|
|
|
Cynthia O. Booth
|
| | |
Director Since: 2010
|
|
|
Age: 66
2023 Committees:
▪
Audit (Chair)
▪
Compensation
▪
Diversity and Inclusion (Chair)
|
| |
Ms. Booth is the President, Chief Executive Officer and Owner of Emerge Manufacturing
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Business Development/ M&A
|
| |
Business Owner
|
| |
Financial Industry
|
| |
Legal or Regulatory
|
| |
Public Company
|
| |||
|
|
| |
|
| | | | |||||||||
|
Risk Management
|
| |
Senior Leadership
|
| | | | |||||||||
|
▪
Ms. Booth is the President, Chief Executive Officer and majority owner of Emerge Manufacturing, an Ohio based supply chain company that produces protective equipment. She has held these positions since January 2021. Previously, Ms. Booth was the President and Chief Executive Officer of COBCO Enterprises, LLC, the owner and operator of five McDonald’s restaurants in the Cincinnati area. Prior to forming COBCO Enterprises, LLC in August 2000, she held various executive positions at Firstar Bank (now U.S. Bank) in Cincinnati, including President, Firstar Bank Foundation, Senior Vice President — Director of Community Development, Vice President of Private Wealth Group, Vice President of Residential Real Estate, Vice President of Human Resources, and before that was President of Diversified Solutions, Inc., a bank consulting firm.
▪
Ms. Booth has a deep commitment to serving her community and currently serves on the boards of Denison University, Cincinnati State Technical and Community College, and TriHealth.
▪
Ms. Booth brings deep banking experience to the Board, including extensive knowledge in residential real estate lending, regulatory relations, the Community Reinvestment Act and other regulatory compliance, private banking and human resources matters. She also qualifies as an audit committee financial expert. Furthermore, her experience in the restaurant franchise area provides valuable insight into the specialty area of lending conducted through our subsidiary First Franchise Capital Corporation.
|
|
|
2024 Proxy Statement | Proposal 1 — Election of Directors
|
| |
15
|
|
|
Archie M. Brown
|
| | |
Director Since: 2018
|
|
|
Age: 63
2023 Committees:
▪
Diversity and Inclusion
|
| |
Mr. Brown is the President and Chief Executive Officer of First Financial Bancorp. and First Financial Bank.
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Accounting/
Financial Reporting |
| |
Business Development/ M&A
|
| |
Financial Industry
|
| |
Legal or Regulatory
|
| |
Public Company
|
| |||
|
|
| |
|
| |
|
| | | |||||||
|
Risk Management
|
| |
Sales/ Marketing
|
| |
Senior Leadership
|
| | | |||||||
|
▪
Mr. Brown is President and Chief Executive Officer of First Financial Bancorp. and First Financial Bank, having been appointed to these positions effective April 1, 2018. Previously, he served as President and Chief Executive Officer of MainSource Financial Group, Inc. and MainSource Bank from August 2008 until April 1, 2018. Mr. Brown also served as the Chairman of the Board of MainSource Financial Group, Inc. and MainSource Bank from April 2011 until April 1, 2018.
▪
During his 40 years in banking, Mr. Brown has held management positions in branch management, region management, bank operations (both deposit and loan), business development, commercial banking, small business and consumer lending. Mr. Brown has experience in many areas of banking, including enterprise risk management, change management, expense reduction initiatives, process re-engineering, balance sheet management and restructures, loan workout initiatives, business startups within the bank, business consolidation, market selection, branch and bank acquisitions and integration, board leadership, investor and shareholder relations and working with bank regulators.
▪
Mr. Brown serves as a member of the board and executive committees of the Cincinnati City Centre Development Corporation (3CDC), the board of the Cincinnati Business Committee, and the Cincinnati USA Regional Chamber. He is also a member of the Ohio Capital Budget Task Force, the board of directors of the Cincinnati Branch of the Federal Reserve Bank of Cleveland and a board member of the CNO Financial Group (NASDAQ: CNO) headquartered in Carmel, Indiana. Previously, he served as a member of the Ohio Banking Commission, the University of Georgia Alumni Board of the Terry College of Business and as a board member of the United Way of Greater Cincinnati and was campaign chair in 2019.
▪
Mr. Brown has been nominated to the Board of Directors due to his role as President and Chief Executive Officer as well as his significant banking industry experience.
|
|
|
16
|
| |
2024 Proxy Statement | Proposal 1 — Election of Directors
|
|
|
Claude E. Davis
|
| | |
Director Since: 2004
|
|
|
Age: 63
2023 Committees:
|
| |
Mr. Davis is the Board Chair of First Financial Bancorp. and First Financial Bank and President and Partner of Brixey & Meyer Capital.
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Accounting/
Financial Reporting |
| |
Business Development/ M&A
|
| |
Business Owner
|
| |
Financial Industry
|
| |
Legal or Regulatory
|
| |||
|
|
| |
|
| |
|
| |
|
| | |||||
|
Public Company
|
| |
Risk Management
|
| |
Sales/ Marketing
|
| |
Senior Leadership
|
| | |||||
|
▪
Mr. Davis became Board Chair of First Financial Bancorp. and First Financial Bank effective January 1, 2020. He previously served as Executive Chair of both First Financial Bancorp. and First Financial Bank from April 1, 2018 through December 31, 2019, and as Chief Executive Officer of both companies from October 1, 2004 through March 31, 2018. Mr. Davis has over 35 years of experience in the financial services industry.
▪
Mr. Davis currently serves as the Co-Managing Partner of Brixey & Meyer Capital, a lower middle market private investment firm headquartered in Cincinnati, Ohio. He has held that position since January 2020. As part of his responsibilities, Mr. Davis is the Chairman of the companies in the firm’s portfolio, which currently includes several companies in the health care, distribution, manufacturing, construction, transportation, and logistics industries.
▪
Mr. Davis is also an owner of Sacoma Specialty Products, a manufacturer in the prototype, fabrication and stamping industries.
▪
Mr. Davis previously served on the Federal Reserve Bank of Cleveland Board of Directors, the Butler University Board of Trustees, the Cincinnati Regional Economic Development Committee (REDI) Board of Directors, the Cincinnati Business Committee and various other non-profit boards.
▪
Mr. Davis’ years of experience in the banking industry as well as his extensive financial background provide leadership to the Board. He is intimately familiar with all aspects of our business activities. His involvement on other boards and organizations gives him insight on important societal and economic issues relevant to our Company’s business and markets.
|
|
|
William J. Kramer
|
| | |
Director Since: 2005
|
|
|
Age: 63
2023 Committees:
▪
Audit
▪
Compensation (Chair)
|
| |
Mr. Kramer is the Vice President of Finance and CFO and a member of the board of directors of Valco Industries, Inc.
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| | |||||
|
Accounting/
Financial Reporting |
| |
Business Owner
|
| |
Risk Management
|
| |
Senior Leadership
|
| | |||||
|
▪
Mr. Kramer is the Vice President of Finance, CFO, and a member of the board of directors of Valco Industries, Inc. which has principal offices in New Holland, Pennsylvania and whose principal activity is the design, manufacture, and sale of equipment used in the animal production industry. He has held his current position since 2022, having previously held other executive positions at Valco Industries, Inc., including Vice President of Operations from 2008 to 2022. Mr. Kramer was previously a director of a former affiliate bank of First Financial from 1987 to 2005 and joined the board of First Financial in 2005.
▪
Mr. Kramer has been a CPA since 1984 with both public accounting and private company experience providing experience in financial reporting and accounting controls. He qualifies as an audit committee financial expert. Furthermore, his tenure with the Company provides valuable historical perspective on both the Company and the banking industry.
|
|
|
2024 Proxy Statement | Proposal 1 — Election of Directors
|
| |
17
|
|
|
Dawn C. Morris
|
| | |
Director Since: 2023
|
|
|
Age: 56
2023 Committees:
▪
Audit
▪
Corporate Governance and Nominating
▪
Diversity and Inclusion
|
| |
Mrs. Morris is the Founder and CEO of Growth Partners Group
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Business Development/ M&A
|
| |
Business Owner
|
| |
Financial Industry
|
| |
Public Company
|
| |
Sales/ Marketing
|
| |||
|
|
| | | | | |||||||||||
|
Senior Leadership
|
| | | | | |||||||||||
|
▪
Mrs. Morris is the Founder and CEO of Growth Partners Group, a strategic consulting firm in Boca Raton, Florida that serves clients in strategic business transformation and innovation. Prior to founding Growth Partners Group in November, 2020, Mrs. Morris was the Chief Digital and Marketing Officer at First Horizon Bank in Memphis, Tennessee from September 2018 to January 2020.
▪
Mrs. Morris was an Army Captain in the 530th Supply and Service Battalion after graduating from the United States Military Academy at West Point. Following her service in the Army, Mrs. Morris joined RBC Bank in Raleigh, North Carolina starting as a Banking Center Manager and eventually becoming Vice President of Retail/Small Business Client and Branch Strategy, then RBS Citizens Financial Group as Senior Vice President responsible for Business Banking Product Management then Customer Segment and Product Marketing followed by Webster Bank as Executive Vice President and Chief Marketing Officer.
▪
Mrs. Morris also serves on the board of directors of America’s Car-Mart (NASDAQ: CRMT) and is a member of the Junior League of Boca Raton and Impact 100 Palm Beach County. Previously she served on the boards of The Hartford Stage, the Girl Scouts of Connecticut, and the Governor’s Partnership of Connecticut.
▪
Mrs. Morris brings extensive banking and business experience and expertise, particularly in digital transformation and marketing, to the Company and Board.
|
|
|
18
|
| |
2024 Proxy Statement | Proposal 1 — Election of Directors
|
|
|
Thomas M. O’Brien
|
| | |
Director Since: 2018
|
|
|
Age: 67
2023 Committees:
▪
Capital Markets (Chair)
▪
Compensation
|
| |
Mr. O’Brien is the founder of Simpactful Consulting
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Business Development/ M&A
|
| |
Business Owner
|
| |
Public Company
|
| |
Sales/ Marketing
|
| |
Senior Leadership
|
| |||
|
▪
Mr. O’Brien had a 31-year career at Procter & Gamble, retiring as Vice President & Chief Global Commercial Officer in 2010. During his time at Procter & Gamble, Mr. O’Brien developed strategies, conceptual innovations and relationships that consistently delivered successful results in revenue, market share and productivity. Mr. O’Brien also spent 10 years as a Senior Advisor with the Boston Consulting Group, working with large consumer companies and helping them take advantage of commercial opportunities.
▪
In 2015 Mr. O’Brien co-founded Simpactful Consulting, a retail consulting firm, which has served over 225 clients since inception. Mr. O’Brien also currently serves on the advisory board for Harry’s, Inc., as well as on the boards of One 80 Place (homeless support) and 573 Meeting Street (low-income housing).
▪
Mr. O’Brien previously served as a director of MainSource Financial Group, Inc. and MainSource Bank from 2010 until April 1, 2018.
▪
Mr. O’Brien’s extensive experience in consumer insights, sales and marketing, as well as his experience with both large complex public companies and start-up companies provides valuable perspective to the Company and Board.
|
|
|
Andre T. Porter
|
| | |
Director Since: 2023
|
|
|
Age: 44
2023 Committees:
▪
Capital Markets
▪
Enterprise Risk and Compliance
|
| |
Mr. Porter is the Senior Vice President, Chief Strategy Officer and General Counsel of Midcontinent Independent System Operator, Inc.
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| | |||||
|
Business Development/ M&A
|
| |
Legal or Regulatory
|
| |
Risk Management
|
| |
Senior Leadership
|
| | |||||
|
▪
Mr. Porter is the Senior Vice President, Chief Strategy Officer and General Counsel of Midcontinent Independent System Operator, Inc. (MISO), with its principal office in Carmel, Indiana. MISO provides an energy market that transmits electricity to 15 midwestern and southern states. Mr. Porter has been an officer of MISO since 2016. He has been a member of the Board of Trustees of Capital University since 2005 and previously served as Chairman.
▪
Mr. Porter has a juris doctorate degree from The Ohio State University Moritz College of Law and previously worked in private practice before serving on the Ohio Governor’s cabinet for five years. Mr. Porter served as Director of the Ohio Department of Commerce and as Chair of the Public Utilities Commission of Ohio.
▪
Mr. Porter brings extensive and varied experience in legal, regulatory and governmental matters to the Company and the Board.
|
|
|
2024 Proxy Statement | Proposal 1 — Election of Directors
|
| |
19
|
|
|
Maribeth S. Rahe
|
| | |
Director Since: 2010
|
|
|
Age: 75
2023 Committees:
▪
Audit (through Jan. 2024)
▪
Capital Markets
|
| |
Ms. Rahe is the President and Chief Executive Officer of Fort Washington Investment Advisors, Inc.
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Accounting/
Financial Reporting |
| |
Business Development/ M&A
|
| |
Financial Industry
|
| |
Legal or Regulatory
|
| |
Public Company
|
| |||
|
|
| |
|
| | | | |||||||||
|
Sales/ Marketing
|
| |
Senior Leadership
|
| | | | |||||||||
|
▪
Ms. Rahe is the President and Chief Executive Officer of Fort Washington Investment Advisors, Inc., positions she has held since 2003. Fort Washington Investment Advisors, Inc. is an investment management firm and wholly owned subsidiary of Western & Southern Financial Group located in Cincinnati, Ohio. She also serves on the board of directors of Fort Washington Investment Advisors, Inc. Ms. Rahe has more than 50 years of experience in the banking and financial services industries with more than 35 years of experience in management or executive management positions. Prior to joining Fort Washington Investment Advisors, Inc. Ms. Rahe served as Vice Chair of the Board of The Harris Bank, now known as BMO Bank, responsible for personal and commercial financial services, and Vice Chairman and later President of United States Trust Company of New York.
▪
Since 2005, Ms. Rahe has served as a director of Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) which is an integrated communication services company located in Mattoon, Illinois that provides exchange carrier and broadband services. She serves as the chair of the audit committee and also on the compensation committee of the company.
▪
Ms. Rahe is involved in and serves as a director (or in an equivalent position) of several organizations, including:
▪
Cincinnati Arts Association (Vice Chair)
▪
Cincinnati Country Club (Board)/Executive Committee
▪
Cintrifuse (Fund Advisory Board)
▪
New York Landmark Conservancy (Life Trustee)
▪
Rush-Presbyterian-St. Luke’s Medical Center (Life Trustee)
▪
Sisters of Notre Dame de Namur (Development Advisory Board) and P.A.C.
▪
The Greater Cincinnati Foundation (Board)
▪
Xavier University Williams College of Business (Board of Executive Advisors)
▪
Ms. Rahe is a recognized leader in the financial services community, both locally and nationally. She qualifies as an audit committee financial expert. She brings a seasoned perspective, insight, and financial acumen to issues and strategies relating to the Company’s business, including regulatory relationships and enterprise risk management.
|
|
|
20
|
| |
2024 Proxy Statement | Proposal 1 — Election of Directors
|
|
|
Gary W. Warzala
|
| | |
Director Since: 2022
|
|
|
Age: 68
2023 Committees:
▪
Corporate Governance and Nominating
▪
Enterprise Risk & Compliance (Chair)
|
| |
Mr. Warzala is an Executive Partner at Gartner, Inc.
|
| ||||||||||||
| Core Competencies and Qualifications | | |||||||||||||||
|
|
| |
|
| |
|
| |
|
| | |||||
|
Cybersecurity/ Technology
|
| |
Public Company
|
| |
Risk Management
|
| |
Senior Leadership
|
| | |||||
|
▪
Since 2019, Mr. Warzala has been an Executive Partner at Gartner, Inc. (NYSE: IT), a technology research and consulting firm, headquartered in Stamford, Connecticut, using his 20 years of experience as a chief information security officer to assist clients in developing and implementing information security strategies. Prior to Gartner, Inc., Mr. Warzala was the Chief Information Security Officer at Fifth Third Bank in Cincinnati, Ohio, PNC Bank in Pittsburgh, Pennsylvania, and Visa International, San Francisco, California as well as Managing Principal at CyberRisk, LLC. Mr. Warzala was selected to the Chief Information Security Officer (CISO) Hall of Fame in 2022.
▪
Mr. Warzala was previously a board member of the Economic Crime & Cybersecurity Institute (ECCI) of Utica College, the INTERalliance of Greater Cincinnati, and the Industry Advisory Board for the University of Cincinnati — School of Information Technology.
▪
Mr. Warzala’s background in information security for financial institutions as well as his CISSP and CRISC security and risk certifications provide valuable experience to the Board and the Company.
|
|
|
2024 Proxy Statement | Proposal 1 — Election of Directors
|
| |
21
|
|
|
Fees by Category
|
| |
2023
|
| |
2022
|
| ||||||
|
Audit Fees
|
| | | | $1,208,000 | | | | | | $1,172,000 | | |
|
Audit-Related Fees
|
| | | | $122,643 | | | | | | $101,400 | | |
|
Tax Fees
|
| | | | $287,939 | | | | | | $120,475 | | |
|
All Other Fees
|
| | | | $0 | | | | | | $0 | | |
|
TOTAL
|
| | | | $1,618,582 | | | | | | $1,393,875 | | |
| |
|
| | |
The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
|
| |
|
22
|
| |
2024 Proxy Statement |
|
| | Proposal 2 — Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2024 |
|
William J. Kramer
Dawn C. Morris
|
2024 Proxy Statement | Proposal 2 — Ratify the Appointment of Crowe LLP as our Independent Registered
Public Accounting Firm for 2024 |
| |
23
|
|
| |
|
| | |
The Board of Directors recommends a vote FOR the approval of the advisory resolution on executive compensation.
|
| |
|
24
|
| |
2024 Proxy Statement |
|
| |
Proposal 3 — Non-Binding, Advisory Vote to Approve Executive Officer Compensation
|
|
| | | |
Amount and Nature of
Beneficial Ownership of Common Shares |
| |
Percentage
of Class |
| ||||||
|
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001 |
| | | | 13,688,2491 | | | | | | 14.4% | | |
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 |
| | | | 10,939,8042 | | | | | | 11.5% | | |
|
Dimensional Fund Advisors LP
Building One
6300 Bee Cave Road Austin, TX 78746 |
| | |
|
6,625,0283
|
| | | |
|
7.0%
|
| |
|
Macquarie Group Limited
50 Martin Place
Sydney, New South Wales, Australia |
| | | | 4,953,2224 | | | | | | 5.2% | | |
|
2024 Proxy Statement | Share Ownership
|
| |
25
|
|
| | | |
Amount and Nature of Beneficial
Ownership |
| |||||||||
|
Name
|
| |
Common Shares
Beneficially Owned |
| |
Percent of
Class |
| ||||||
| Non-Employee Directors and Nominees for Director | | | | | | | | | | | | | |
| Anne L. Arvia | | | |
|
0
|
| | | | | | | |
|
William G. Barron
|
| | | | 809,0432 | | | | | | * | | |
|
Vincent A. Berta
|
| | | | 35,9453 | | | | | | * | | |
|
Cynthia O. Booth
|
| | | | 41,550 | | | | | | * | | |
|
Claude E. Davis
|
| | | | 79,4284 | | | | | | * | | |
|
Susan L. Knust
|
| | | | 63,8435 | | | | | | * | | |
|
William J. Kramer
|
| | | | 44,046 | | | | | | * | | |
|
Dawn C. Morris
|
| | | | 3,522 | | | | | | * | | |
|
Thomas M. O’Brien
|
| | | | 61,9606 | | | | | | * | | |
|
Andre T. Porter
|
| | | | 6,055 | | | | | | * | | |
|
Maribeth S. Rahe
|
| | | | 58,128 | | | | | | * | | |
|
Gary W. Warzala
|
| | | | 6,462 | | | | | | * | | |
| Named Executive Officers | | | | | | | | | | | | | |
| Archie M. Brown | | | |
|
291,4261,7
|
| | | |
|
*
|
| |
|
James M. Anderson
|
| | | | 124,0981,8 | | | | | | * | | |
|
Richard S. Dennen
|
| | | | 103,6521 | | | | | | * | | |
|
Amanda Neeley
|
| | | | 50,3911 | | | | | | * | | |
|
Karen B. Woods
|
| | | | 70,5091,9 | | | | | | * | | |
|
2 remaining executive officers
|
| | | | 97,385 | | | | | | * | | |
|
All executive officers and directors as a group (19 persons)
|
| | | | 1,947,443 | | | | | | 2.04% | | |
|
26
|
| |
2024 Proxy Statement |
|
| | Share Ownership | |
|
2024 Proxy Statement | Share Ownership
|
| |
27
|
|
| |
Why do we exist?
We exist to be a positive influence to help our clients and communities thrive.
|
| |
| |
What do we believe in?
|
| |
| |
Our Company We are confident in our collective abilities and believe that lives are made better by our existence.
|
| |
| |
Whole-life Balance Our associates should experience wellbeing in all areas of their lives.
|
| |
| |
Being in-it Together Our team-based approach means we are all in it together — we collaborate and innovate to improve the lives of others.
|
| |
| |
Mutual Respect We seek out, value and respect differences — in opinions, expertise and experiences.
|
| |
| |
Doing the Right Thing We do the right thing for each other, our clients, communities and shareholders.
|
| |
|
28
|
| |
2024 Proxy Statement | Corporate Governance
|
|
| | Please visit the Corporate Governance portion of our investor relations website (at www.bankatfirst.com/about/investor-relations.html) to learn more about our corporate governance practices and access the following documents: | | | |||
| |
▪
Code of Conduct
▪
Corporate Governance Principles
|
| |
▪
Code of Ethics for the CEO and Senior Financial Officers
▪
Charters for our Board Committees
|
| |
|
2024 Proxy Statement | Corporate Governance
|
| |
29
|
|
| |
BOARD OF DIRECTORS
Our Board assumes a significant oversight role in risk management both through its actions as a whole and through its committees. Additional information concerning each of the following committees may be found in the “Corporate Governance — Board Committees” section of this Proxy Statement.
|
| |
| |
MANAGEMENT
While each of these committees is responsible for evaluating certain risks and overseeing the management of these risks, the entire Board is regularly informed through committee reports and direct presentations by management about such risks. Select members of management attend our Board and Board committee meetings (other than executive sessions) and are available for questions regarding particular areas of risk.
|
| |
|
30
|
| |
2024 Proxy Statement | Corporate Governance
|
|
|
|
| | | | |
|
| | | | |
|
|
|
WHO PARTICIPATES
|
| |
|
| |
HOW WE COMMUNICATE
|
| |
|
| |
WHAT WAS DISCUSSED
|
|
|
▪
Lead Director and CGNC Chair
▪
CEO, CFO and Chief Credit Officer
▪
General Counsel
▪
Chief Corporate Responsibility Officer
▪
Additional independent directors as needed
|
| | | | |
▪
Investor conferences
▪
Quarterly earnings calls
▪
Annual shareholder outreach
|
| | | | |
▪
ESG, and the Company’s progress on climate reporting
▪
Executive compensation
▪
The Company’s efforts around diversity and inclusion
▪
Employee retention
▪
Board refreshment and skills reporting
▪
Majority voting
▪
Cyber risk reporting and monitoring
|
|
|
2024 Proxy Statement | Corporate Governance
|
| |
31
|
|
| |
Annual Evaluation Process
|
| | ||||||||||||
| | Full Board Assessment | | | | The Board Questionnaire is reviewed and updated, including comparison to the Governance Principles and the Company charter documents, to ensure relevant information is collected. | | | | The Questionnaire is completed by all members of the Board on an anonymous basis. The results of the assessment, which includes both numerical ratings (on a 1-5 scale) and open-ended questions, are compiled and presented with a comparison to prior year numerical results. | | | | The assessment results are reviewed and discussed by the CGNC as well as the full Board in executive session. The CGNC follows up on any items identified to be addressed in subsequent meetings. | | |
| |
Committee Assessments
|
| | | A separate Committee Questionnaire for each committee is revised and updated, including comparison to the applicable committee charter and any committee responsibilities delegated by the Board or other regulatory agency. | | | | The Questionnaires are completed by all committee members on an anonymous basis. The results of the assessment, which includes both numerical ratings (on a 1-5 scale) and open-ended questions, are compiled and presented with a comparison to prior year numerical results. | | | | The assessment results are reviewed and discussed by the CGNC as well as each applicable committee. The applicable committee chair follows up on any items identified to be addressed in subsequent meetings. | | |
|
32
|
| |
2024 Proxy Statement | Corporate Governance
|
|
| |
Annual Evaluation Process
|
| | ||||||||||||
| | Director Assessments | | | | The Director Assessment is reviewed and updated, as necessary, to cover any items determined to be necessary to identify any conflicts or situations that could impair a director’s independence. | | | | The Assessments are distributed to each director. The assessments of all directors except the Chair of the CGNC are delivered to the Chair of the CGNC, and the CGNC’s assessment is delivered to the Chair of the Board. | | | | The Chair of the Board and the Chair of the CGNC, as applicable, reviews each assessment and, if necessary, discusses the answers with the applicable director. The conclusions of the review are presented to the CGNC. | | |
| | Third Party Assessment (every 3-5 years) | | | | The Chair of the CGNC, the Chair of the Board and the CEO interview potential independent third parties to perform the assessment. Those directors identify the goals of the assessment and the scope (just full board or both board and individual directors). | | | | The third party gathers information through a written questionnaire, individual interviews of directors, individual interviews of selected executive management, and attendance at board meetings. The third party prepares a report for the board. | | | | The results of the director assessment are presented to the CGNC and the full Board in executive session. The CGNC follows up on any items identified as part of the third-party assessment. | | |
|
2024 Proxy Statement | Corporate Governance
|
| |
33
|
|
|
34
|
| |
2024 Proxy Statement | Corporate Governance
|
|
| | The succession planning process addresses | | | |||
| |
▪
our chief executive officer position,
▪
the positions directly reporting to the chief executive officer, and
|
| |
▪
senior-level managers enterprise-wide.
|
| |
| | Management regularly identifies high-potential executives for | | | |||
| |
▪
additional responsibilities,
▪
new positions,
▪
promotions,
|
| |
▪
or similar assignments to expose them to diverse operations within the Company, with the goal of developing well-rounded and experienced senior leaders.
|
| |
| | The CGNC reports to the full Board on its findings and the Board deliberates in executive session on the CEO succession plan. | | |
|
2024 Proxy Statement | Corporate Governance
|
| |
35
|
|
|
Audit Committee
|
| | |
Number of meetings 2023: 9
|
|
| All members of the Audit Committee are independent and financially literate according to the Nasdaq Rules. | | |||
|
Members
▪
Cynthia O. Booth (Chair)
▪
William J. Kramer
▪
Dawn C. Morris
▪
Maribeth Rahe (through January 2024)
|
| |
Committee Primary Responsibilities
▪
Monitor the integrity of the consolidated financial statements of the Company.
▪
Evaluate and monitor the qualifications and independence of the Company’s independent auditors.
▪
Monitor compliance with the Company’s Code of Conduct and Code of Ethics for the CEO and Senior Financial Officers.
▪
Evaluate and monitor the performance of the Company’s internal audit function and independent auditors, with respect to First Financial and its subsidiaries
|
|
|
Compensation Committee
|
| | |
Number of meetings 2023: 4
|
|
| All members of the Compensation Committee were determined to meet the independence standards of the Nasdaq Rules. | | |||
|
Members
▪
William J. Kramer (Chair)
▪
Cynthia. O. Booth
▪
Susan L. Knust
▪
Thomas M. O’Brien
|
| |
Committee Primary Responsibilities
▪
Determine and approve the compensation of the CEO and each executive officer of the Company.
▪
Review and evaluate all equity and benefit plans of the Company.
▪
Annually review the incentive compensation arrangements to see that such arrangements do not encourage unnecessary and excessive risks that threaten the value of the Company.
▪
Evaluate the performance of the Company’s CEO for all elements of compensation and all other executive officers with respect to incentive goals and incentive-based compensation.
▪
Oversee the preparation of the compensation discussion and analysis and recommend to the full Board its inclusion in the annual Proxy Statement.
▪
Recommend to the Board compensation for non-employee directors.
|
|
|
36
|
| |
2024 Proxy Statement | Corporate Governance
|
|
|
Corporate Governance and Nominating Committee
|
| | |
Number of meetings 2023: 4
|
|
| All members of the CGNC were determined to meet the independence standards of the Nasdaq Rules. | | |||
|
Members
▪
Vincent A. Berta, (Chair)
▪
William G. Barron
▪
Dawn C. Morris
▪
Gary W. Warzala
|
| |
Committee Primary Responsibilities
▪
Develop and periodically review the effectiveness of the Company’s Corporate Governance Principles.
▪
Consult with the Chair of the Board concerning the appropriate Board committee structures and appointment of members to each committee of the Board.
▪
Oversee the formal evaluation of the Board and all Board committees, including any formal assessment of individual directors.
▪
Promote the quality of directors through continuing education experiences.
▪
Oversee the Company’s Corporate Responsibility program and strategies, including oversight of governance and environmental initiatives.
▪
Monitor and protect the Board’s independence.
▪
Establish procedures for the director nomination process and recommend nominees for election to the Board.
▪
Review shareholder proposals and proposed responses.
▪
Annually delegate to the respective committees of the Board or to management, the authority and responsibility for reviewing and approving policies and procedures of the Board (including the board of directors of First Financial Bank) in connection with the Company’s ERM program.
▪
Review and provide oversight of the Company’s policies and programs concerning corporate social responsibility, including environmental, social and governance matters.
|
|
|
Enterprise Risk and Compliance Committee
|
| | |
Number of meetings 2023: 4
|
|
|
Members
▪
Gary W. Warzala (Chair)
▪
William G. Barron
▪
Vincent A. Berta
▪
Andre T. Porter
|
| |
Committee Primary Responsibilities
▪
Review with management the Company’s procedures and techniques to measure the Company’s risk exposures and for identifying, evaluating and managing the significant risks to which the Company is exposed and approve related policies.
▪
Consider and provide advice to the Board on the risk impact of any strategic decision that the Board may be contemplating.
▪
Periodically set the risk appetite for the Company and monitor compliance with the risk appetite statement including development of risk tolerances, targets and limits.
▪
Review disclosures regarding risk in annual and, if necessary, quarterly SEC filings.
▪
Monitor the Company’s risk management performance and ensure that the Company’s risk management policies for significant risks are being adhered to.
▪
Periodically examine the risk culture of the Company.
▪
Review the Company’s credit portfolio.
|
|
|
Capital Markets Committee
|
| | |
Number of meetings 2023: 4
|
|
|
Members
▪
Thomas M. O’Brien (Chair)
▪
Susan L. Knust
▪
Andre T. Porter
▪
Maribeth S. Rahe
|
| |
Committee Primary Responsibilities
▪
Monitor the management of the purchase, sale, exchange, and other disposition of the investments of the Company, including review of management reports concerning current equity and debt security investment positions.
▪
Monitor the capital position of the Company and the capital management activities undertaken by the Company to ensure that capital levels are maintained in accordance with regulatory requirements and management directives.
▪
Monitor the investment activities of the Company to ensure compliance with external regulations and the Company’s applicable policies including requirements relating to composition, diversification, credit risk, and yield.
▪
Monitor and oversee interest rate risk, capital market activities, the investment portfolio, and capital planning of First Financial Bank.
|
|
|
2024 Proxy Statement | Corporate Governance
|
| |
37
|
|
|
Diversity and Inclusion Committee
|
| | |
Number of meetings 2023: 3
|
|
|
Members
▪
Cynthia O. Booth, (Chair)
▪
Archie M. Brown
▪
Dawn C. Morris
|
| |
Committee Primary Responsibilities
▪
Oversee the DEI Council to advance the diversity, equity and inclusion vision of the Company.
▪
Monitor the development and implementation of the Company’s diversity, equity and inclusion goals and initiatives, including proper alignment of leadership, and diverse talent recruitment and career advancement.
▪
Monitor activities in building and developing employees’ personal and professional awareness and understanding of diversity, equity and inclusion through education, training and opportunities.
▪
Monitor the messaging and community outreach to ensure First Financial Bank is connecting with diverse consumers and supporting community events that align with our values.
|
|
|
38
|
| |
2024 Proxy Statement | Corporate Governance
|
|
First Financial Bancorp.
255 E. Fifth Street, Suite 2900
Cincinnati, OH 45202
|
2024 Proxy Statement | Corporate Governance
|
| |
39
|
|
| | | | | | | 41 | | | ||
| | | | | | | | 41 | | | |
| | | | | | | | 41 | | | |
| | | | | | | | 41 | | | |
| | | | | | | | 42 | | | |
| | | | | | | 42 | | | ||
| | | | | | | 43 | | | ||
| | | | | | | | 43 | | | |
| | | | | | | | 44 | | | |
| | | | | | | | 44 | | | |
| | | | | | | | 44 | | | |
| | | | | | | 46 | | | ||
| | | | | | | | 46 | | | |
| | | | | | | | 48 | | | |
| | | | | | | 53 | | | ||
| | | | | | | 53 | | | ||
| | | | | | | | 53 | | | |
| | | | | | | | 53 | | | |
| | | | | | | | 54 | | | |
| | | | | | | | 54 | | | |
| | | | | | | | 54 | | | |
| | | | | | | | 54 | | | |
| | | | | | | | 56 | | |
|
40
|
| |
2024 Proxy Statement | Executive Compensation
|
|
|
|
| |
Executive Summary
|
|
Name
|
| |
Title
|
|
Archie M. Brown
|
| |
President and Chief Executive Officer
|
|
James M. Anderson
|
| |
Chief Financial Officer and Chief Operating Officer
|
|
Richard S. Dennen
|
| |
Chief Corporate Banking Officer
|
|
Karen B. Woods
|
| |
General Counsel and Chief Administrative Officer
|
|
Amanda M. Neeley
|
| | Chief Consumer Banking and Strategy Officer | |
John M. Gavigan1 | | |
Chief Operating Officer
|
|
|
2024 Proxy Statement | Executive Compensation
|
| |
41
|
|
|
What We Do
|
| |
What We Don’t Do
|
|
|
✓
Mandate that all members of the Compensation Committee must be independent
|
| |
X
Include tax gross-ups in our compensation plans
|
|
|
✓
Impose robust stock ownership guidelines on our executive officers
|
| |
X
Provide our executives with significant perquisites
|
|
|
✓
Emphasize long-term compensation for executives, including a three-year vesting period on all long-term incentive awards
|
| |
X
Pay dividends on unvested restricted stock. All dividends accrue and are paid only on earned shares once the restricted stock has vested
|
|
|
✓
Regularly obtain guidance from an independent compensation consultant as to the amount and design of compensation
|
| |
X
Allow our directors, executives or other employees to hedge, pledge or sell short our stock
|
|
|
✓
Require a double trigger in the event of a change in control (both a change in control and an involuntary termination or reduction in compensation must occur) before severance awards may be paid
|
| |
X
Allow shares forfeited under our equity plans to be re-issued (share recycling)
|
|
|
✓
Require a double trigger for the acceleration of vesting of our equity awards in the event of a change in control
|
| |
X
Allow for the repricing of any stock options
|
|
|
✓
Provide for clawbacks of incentive compensation in the event of a restatement of our financial statements as well as willful misconduct or gross negligence
|
| | | |
|
✓
Permit discretion by the Compensation Committee to adjust compensation for various factors, including its assessment of the quality of risk management
|
| | | |
|
✓
Consider the Company’s “say-on-pay” vote results when making compensation decisions
|
| | | |
|
|
| |
Compensation Philosophy and Objectives
|
|
|
42
|
| |
2024 Proxy Statement | Executive Compensation
|
|
| |
▪
Support a pay-for-performance culture that results in the growth of long-term shareholder value.
▪
For executives, a higher percentage of pay should be variable based on the achievement of corporate financial goals. The compensation program should also promote stock ownership to enhance alignment with shareholders.
▪
For non-executives, compensation should motivate both corporate and individual goals.
|
| |
| |
▪
Drive alignment with the Company’s strategic plan and business goals, creating a clear line of sight between objectives and the rewards for achieving them.
|
| |
| |
▪
Be competitive within the market to enable the Company to attract and retain high performing employees who are critical to the Company’s success.
|
| |
| |
▪
Incorporate proper governance practices and be structured to ensure employees are not incentivized to take unnecessary or excessive risks.
|
| |
| |
▪
Be fair, internally equitable and flexible when appropriate and necessary.
|
| |
|
|
| |
Compensation Decision-Making
|
|
|
2024 Proxy Statement | Executive Compensation
|
| |
43
|
|
|
44
|
| |
2024 Proxy Statement | Executive Compensation
|
|
|
Name of Institution
|
| |
Asset Size as of
Q2 2023 (In Billions) |
| |||
| Commerce Bancshares, Inc. | | | |
|
$32.8
|
| |
| United Bankshares, Inc. | | | |
|
$29.7
|
| |
| Simmons First National Corporation | | | |
|
$28.0
|
| |
| Fulton Financial Corporation | | | |
|
$27.4
|
| |
| United Community Banks, Inc. | | | |
|
$26.1
|
| |
| Ameris Bancorp | | | |
|
$25.8
|
| |
| Atlantic Union Bankshares Corporation | | | |
|
$20.6
|
| |
| Heartland Financial USA, Inc. | | | |
|
$20.2
|
| |
| Trustmark Corporation | | | |
|
$18.4
|
| |
| First Merchants Corporation | | | |
|
$18.0
|
| |
| Peer Median | | | |
|
$17.4
|
| |
| WesBanco, Inc. | | | |
|
$17.4
|
| |
| TowneBank | | | |
|
$17.2
|
| |
| Renasant Corporation | | | |
|
$17.2
|
| |
| Northwest Bancshares, Inc. | | | |
|
$14.3
|
| |
| Sandy Spring Bancorp, Inc. | | | |
|
$14.0
|
| |
| FB Financial Corporation | | | |
|
$12.9
|
| |
| First Financial Bankshares, Inc. | | | |
|
$12.8
|
| |
| First Busey Corporation | | | |
|
$12.2
|
| |
| First Commonwealth Financial Corporation | | | |
|
$11.3
|
| |
| Park National Corporation | | | |
|
$9.9
|
| |
| S&T Bancorp, Inc. | | | |
|
$9.3
|
| |
| First Financial Bancorp | | | |
|
$17.1
|
| |
|
2024 Proxy Statement | Executive Compensation
|
| |
45
|
|
|
|
| |
Compensation of Executives in 2023
|
|
|
Primary Elements of Compensation
|
| |
Base Salary
|
| |
|
| |
To competitively compensate executives for day-to-day contributions, skills, experience, and expertise.
|
|
|
Short-Term Incentive Compensation
|
| |
|
| |
To motivate executives through the opportunity to share in the rewards of the current year’s results.
|
| |||
|
Long-Term Equity Incentive Compensation
|
| |
|
| |
To motivate executives through the opportunity to share in the rewards of sustained long-term results and value creation consisting of both time- and performance-based restricted stock.
|
| |||
|
Additional Benefits
|
| |
Employment Agreements and Change in Control and Severance Agreements
Retirement and other benefits
Limited perquisites and other personal benefits.
|
| |
|
| |
To provide competitive benefits that encourage retention by supporting the security and protection of executives and their families
|
|
|
46
|
| |
2024 Proxy Statement | Executive Compensation
|
|
|
Named Executive Officer
|
| |
2022
Base Salary |
| |
Percentage
Increase |
| |
2023
Base Salary |
| |||||||||
|
Archie M. Brown
|
| | | | $825,000 | | | | | | 3.0% | | | | | | $850,000 | | |
|
James M. Anderson
|
| | | | $430,000 | | | | | | 19.8% | | | | | | $515,000 | | |
|
Richard Dennen
|
| | | | $510,000 | | | | | | 3.9% | | | | | | $530,000 | | |
|
Karen B. Woods
|
| | | | $400,000 | | | | | | 6.3% | | | | | | $425,000 | | |
|
Amanda M. Neeley
|
| | | | $395,000 | | | | | | 5.1% | | | | | | $415,000 | | |
|
John M. Gavigan
|
| | | | $385,000 | | | | | | 3.9% | | | | | | $400,000 | | |
|
2024 Proxy Statement | Executive Compensation
|
| |
47
|
|
| | | | | | | | | |
Target STIP (as a percentage
of base salary) |
| |||
|
Named Executive Officer
|
| |
2022
|
| |
2023
|
| ||||||
|
Archie M. Brown
|
| | | | 85% | | | | | | 90% | | |
|
James M. Anderson
|
| | | | 60% | | | | | | 70% | | |
|
Richard Dennen
|
| | | | 60% | | | | | | 70% | | |
|
Karen B. Woods
|
| | | | 60% | | | | | | 70% | | |
|
Amanda M. Neeley
|
| | | | 60% | | | | | | 60% | | |
|
John M. Gavigan
|
| | | | 55% | | | | | | 60% | | |
|
48
|
| |
2024 Proxy Statement | Executive Compensation
|
|
Measure
|
| |
Relative to:
|
| |
Weighting
|
| |
Rationale
|
| |||
Return on Assets
|
| |
KBW Index
|
| | | | 40% | | | | The Compensation Committee believes that relative ROA has a strong correlation to shareholder value and provides an incentive to Company executives to achieve top quartile performance among its peers. |
|
Classified Assets
|
| |
KBW Index
|
| | | | 30% | | | | The Compensation Committee believes that relative classified assets emphasizes the Company’s commitment to a quality loan portfolio, rather than just portfolio growth, which in turn enhances shareholder value and the long-term success of the Company. |
|
Earnings Per Share Growth
|
| |
KBW Index
|
| | | | 30% | | | | The Compensation Committee believes that relative EPS growth rewards executives for Company earnings performance controlled for factors that affect the entire banking industry, such as the effects of the COVID-19 pandemic or rapidly rising or falling interest rates. |
|
| | | | | | | | |
Payout1
|
| |||||||||
Metric
|
| |
Weight
|
| |
<25% of Peers
|
| |
50% of Peers
|
| |
75% of Peers
|
| |
>90% of Peers
|
| |||
Return on Assets
|
| | | | 40% | | | |
0% Target
Payout |
| |
100% Target
Payout |
| |
150% Target
Payout |
| |
200% Target
Payout |
|
Classified Assets
|
| | | | 30% | | | |
0% Target
Payout |
| |
100% Target
Payout |
| |
150% Target
Payout |
| |
200% Target
Payout |
|
Earnings Per Share Growth
|
| | | | 30% | | | |
0% Target
Payout |
| |
100% Target
Payout |
| |
150% Target
Payout |
| |
200% Target
Payout |
|
|
2024 Proxy Statement | Executive Compensation
|
| |
49
|
|
|
Measure
|
| |
Weighting
|
| |
FFBC
Results |
| |
FFBC
Ranking (percentile) |
| |
Payout
% of Target |
| |
Peer1
Group Component Lowest Quartile (%) |
| |
Peer1
Group Component Median (%) |
| |
Peer1
Group Component Top Quartile (%) |
| |||||||||||||||||||||
|
Return on Assets
|
| | | | 40% | | | | | | 1.55% | | | | | | 90.6 | | | | |
|
200.0
|
| | | | | 0.81 | | | | | | 1.07 | | | | | | 1.23 | | |
|
Classified Assets
|
| | | | 30% | | | | | | 0.08% | | | | | | 65.3 | | | | |
|
130.6
|
| | | | | 1.40 | | | | | | 0.95 | | | | | | 0.70 | | |
|
Earnings per Share Growth
|
| | | | 30% | | | | | | 17.23% | | | | | | 78.8 | | | | |
|
162.7
|
| | | | | (29.19) | | | | | | (11.54) | | | | | | 7.55 | | |
|
Weighted Average Total Payout
|
| | | | | | | | | | | | | | | | | | | | | | 168.0% | | | | | | | | | | | | | | | | | | | | |
|
Named Executive Officer
|
| |
STIP Payout
|
| |||
| Archie M. Brown | | | |
|
$1,268,475
|
| |
| James M. Anderson | | | |
|
$573,432
|
| |
| Richard Dennen | | | |
|
$606,227
|
| |
| Karen B. Woods | | | |
|
$484,715
|
| |
| Amanda M. Neeley | | | |
|
$415,172
|
| |
| John M. Gavigan1 | | | |
|
n/a
|
| |
|
50
|
| |
2024 Proxy Statement | Executive Compensation
|
|
| | | |
KBW Index Results
|
| |
FFBC Results
|
| |
FFBC Percentile
Ranking |
| |
Payout
|
| ||||||||||||||||||||||||
|
Measure
|
| |
25th Percentile
|
| |
Median
|
| |
75th Percentile
|
| |||||||||||||||||||||||||||
|
Return on Assets
|
| | | | 0.96 | | | | | | 1.14 | | | | | | 1.34 | | | | | | 1.26 | | | | | | 67.9 | | | | | | 126.3 | | |
|
Total Return (%)
|
| | | | 0.27 | | | | | | 10.42 | | | | | | 19.68 | | | | | | 9.28 | | | | | | 44.7 | | | | | | 78.1 | | |
| | | | | | | | | | | | | | | | | | | | | |
Total Payout
|
| | | | | | | | | | 102.2% | | |
| | | |
KBW Index Results
|
| |
FFBC Results
|
| |
FFBC Percentile
Ranking |
| |
Payout
|
| ||||||||||||||||||||||||
|
Measure
|
| |
25th Percentile
|
| |
Median
|
| |
75th Percentile
|
| |||||||||||||||||||||||||||
|
Return on Assets
|
| | | | 0.97 | | | | | | 1.17 | | | | | | 1.34 | | | | | | 1.43 | | | | | | 75.4 | | | | | | 150.0 | | |
|
Total Return (%)
|
| | | | 9.84 | | | | | | 25.72 | | | | | | 41.25 | | | | | | 53.07 | | | | | | 83.0 | | | | | | 150.0 | | |
| | | | | | | | | | | | | | | | | | | | | |
Total Payout
|
| | | | | | | | | | 150.0% | | |
|
2024 Proxy Statement | Executive Compensation
|
| |
51
|
|
| | | |
Grant
Date |
| |
LTI
Target (% of base salary) |
| |
Grant
Date Value1 |
| |
Total
Number of Shares Granted |
| |
Shares of
Performance- based Restricted Stock Granted |
| |
Shares of
Time-based Restricted Stock Granted |
| ||||||||||||||||||
|
Archie M. Brown
|
| | | | 3/7/23 | | | | | | 120% | | | | | | $1,020,028 | | | | | | 43,778 | | | | | | 21,889 | | | | | | 21,889 | | |
|
James M. Anderson
|
| | | | 3/7/23 | | | | | | 75% | | | | | | $348,754 | | | | | | 14,968 | | | | | | 7,484 | | | | | | 7,484 | | |
|
Richard Dennen
|
| | | | 3/7/23 | | | | | | 70% | | | | | | $371,030 | | | | | | 15,924 | | | | | | 7,962 | | | | | | 7,962 | | |
|
Karen B. Woods
|
| | | | 3/7/23 | | | | | | 70% | | | | | | $297,542 | | | | | | 12,770 | | | | | | 6,385 | | | | | | 6,385 | | |
|
Amanda M. Neeley
|
| | | | 3/7/23 | | | | | | 70% | | | | | | $290,504 | | | | | | 12,468 | | | | | | 6,234 | | | | | | 6,234 | | |
|
John M. Gavigan
|
| | | | 3/7/23 | | | | | | 70% | | | | | | $280,020 | | | | | | 12,018 | | | | | | 6,009 | | | | | | 6,009 | | |
|
52
|
| |
2024 Proxy Statement | Executive Compensation
|
|
|
|
| |
Compensation of Executives in 2024
|
|
|
|
| |
Policies, Guidelines and Other Practices
|
|
|
2024 Proxy Statement | Executive Compensation
|
| |
53
|
|
|
54
|
| |
2024 Proxy Statement | Executive Compensation
|
|
|
2024 Proxy Statement | Executive Compensation
|
| |
55
|
|
Cynthia O. Booth
Susan Knust
Thomas M. O’Brien
|
56
|
| |
2024 Proxy Statement | Executive Compensation
|
|
|
2024 Proxy Statement | 2023 Board Compensation
|
| |
57
|
|
|
Name
|
| |
Fees Earned
or Paid in Cash1 ($) |
| |
Stock Awards2
($) |
| |
All Other
Compensation3 ($) |
| |
Total
($) |
| ||||||||||||
|
William G. Barron
|
| | | | 64,167 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 136,830 | | |
|
Vincent A. Berta
|
| | | | 82,917 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 155,580 | | |
|
Cynthia O. Booth
|
| | | | 76,667 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 149,330 | | |
|
Claude E. Davis
|
| | | | 120,417 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 193,080 | | |
|
Corinne R. Finnerty4
|
| | | | 22,917 | | | | | | 0 | | | | | | 2,663 | | | | | | 25,580 | | |
|
Susan L. Knust
|
| | | | 62,083 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 134,746 | | |
|
William J. Kramer
|
| | | | 67,917 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 140,580 | | |
|
Dawn C. Morris5
|
| | | | 39,583 | | | | | | 70,000 | | | | | | 0 | | | | | | 109,583 | | |
|
Thomas M. O’Brien
|
| | | | 63,750 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 136,413 | | |
|
Andre T. Porter5
|
| | | | 39,583 | | | | | | 70,000 | | | | | | 0 | | | | | | 109,583 | | |
|
Maribeth S. Rahe
|
| | | | 64,167 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 136,380 | | |
|
Gary W. Warzala
|
| | | | 66,667 | | | | | | 70,000 | | | | | | 2,663 | | | | | | 139,330 | | |
|
58
|
| |
2024 Proxy Statement | 2023 Board Compensation
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)3 |
| |
Non-Equity
Incentive Plan Compensation ($)4 |
| |
Change in
Pension Value and Non-qualified Deferred Compensation Earnings ($)5 |
| |
All Other
Compensation ($)6 |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Archie M. Brown
Chief Executive Officer
|
| | | | 2023 | | | | | | $845,392 | | | | | | $100 | | | | | | $1,020,028 | | | | | | $1,268,475 | | | | | | $134,635 | | | | | | $88,943 | | | | | | $3,357,573 | | |
| | | 2022 | | | | | | 820,432 | | | | | | 100 | | | | | | 948,780 | | | | | | 912,146 | | | | | | 48,024 | | | | | | 67,235 | | | | | | 2,796,717 | | | |||
| | | 2021 | | | | | | 800,207 | | | | | | 300 | | | | | | 1,098,098 | | | | | | 999,939 | | | | | | 92,331 | | | | | | 63,372 | | | | | | 3,054,247 | | | |||
|
James M. Anderson
Chief Financial Officer
|
| | | | 2023 | | | | | | $494,046 | | | | | | $100 | | | | | | $348,754 | | | | | | $573,432 | | | | | | $62,480 | | | | | | $31,341 | | | | | | $1,510,153 | | |
| | | 2022 | | | | | | 426,154 | | | | | | 100 | | | | | | 301,014 | | | | | | 337,787 | | | | | | 21,286 | | | | | | 16,714 | | | | | | 1,103,055 | | | |||
| | | 2021 | | | | | | 410,000 | | | | | | 300 | | | | | | 329,362 | | | | | | 384,252 | | | | | | 41,780 | | | | | | 14,262 | | | | | | 1,179,956 | | | |||
|
Richard S. Dennen
Chief Corporate Banking Officer
|
| | | | 2023 | | | | | | $526,154 | | | | | | $300 | | | | | | $371,030 | | | | | | $606,227 | | | | | | $83,553 | | | | | | $26,030 | | | | | | $1,613,294 | | |
| | | 2022 | | | | | | 507,116 | | | | | | 350 | | | | | | 357,036 | | | | | | 401,728 | | | | | | 9,514 | | | | | | 15,429 | | | | | | 1,291,173 | | | |||
| | | 2021 | | | | | | 480,769 | | | | | | 200 | | | | | | 390,747 | | | | | | 455,832 | | | | | | 57,074 | | | | | | 17,471 | | | | | | 1,402,093 | | | |||
|
Karen B. Woods
General Counsel and Chief Administrative Officer
|
| | | | 2023 | | | | | | $418,558 | | | | | | $100 | | | | | | $297,542 | | | | | | $484,715 | | | | | | $55,396 | | | | | | $30,280 | | | | | | $1,286,591 | | |
| | | 2022 | | | | | | 396,154 | | | | | | 100 | | | | | | 280,022 | | | | | | 310,063 | | | | | | 18,826 | | | | | | 15,929 | | | | | | 1,021,094 | | | |||
| | | 2021 | | | | | | 380,000 | | | | | | 100 | | | | | | 298,794 | | | | | | 326,458 | | | | | | 37,627 | | | | | | 11,237 | | | | | | 1,054,216 | | | |||
|
Amanda M. Neeley1
Chief Consumer Banking & Strategy Officer
|
| | | | 2023 | | | | | | $411,354 | | | | | | $100 | | | | | | $290,504 | | | | | | $415,172 | | | | | | $63,535 | | | | | | $22,595 | | | | | | $1,203,260 | | |
|
John M. Gavigan2
Chief Operating Officer
|
| | | | 2023 | | | | | | $112,701 | | | | | | $0 | | | | | | $280,020 | | | | | | $0 | | | | | | $28,404 | | | | | | $1,318,444 | | | | | | $1,739,569 | | |
| | | 2022 | | | | | | 381,305 | | | | | | 100 | | | | | | 231,044 | | | | | | 276,993 | | | | | | 3,843 | | | | | | 14,628 | | | | | | 907,913 | | | |||
| | | 2021 | | | | | | 365,000 | | | | | | 100 | | | | | | 286,998 | | | | | | 313,572 | | | | | | 47,108 | | | | | | 12,161 | | | | | | 1,024,939 | | |
| Archie Brown | | | |
|
$765,021
|
| |
| Jamie Anderson | | | |
|
$261,566
|
| |
| Rick Dennen | | | |
|
$278,272
|
| |
| Karen Woods | | | |
|
$223,156
|
| |
| Amanda Neeley | | | |
|
$217,878
|
| |
| John Gavigan | | | |
|
$210,015
|
| |
|
2024 Proxy Statement | Compensation Tables
|
| |
59
|
|
| | | |
2021 LTIP
|
| |
Equity Portion of
2020 STIP |
| ||||||
|
Archie Brown
|
| | | | $880,230 | | | | | | $217,868 | | |
|
Jamie Anderson
|
| | | | $246,015 | | | | | | $83,347 | | |
|
Rick Dennen
|
| | | | $267,007 | | | | | | $123,740 | | |
|
Karen Woods
|
| | | | $228,015 | | | | | | $70,779 | | |
|
John Gavigan
|
| | | | $219,038 | | | | | | $67,960 | | |
| | | |
Imputed Income
Life Insurance |
| |
Accrued Dividends
Paid on Vested Restricted Stock |
| |
Other
|
| |
Total
|
| ||||||||||||
|
Archie Brown
|
| | | | $4,356 | | | | | | $76,437 | | | | | | $8,150 | | | | | | $88,943 | | |
|
Jamie Anderson
|
| | | | $1,518 | | | | | | $28,623 | | | | | | $1,200 | | | | | | $31,341 | | |
|
Rick Dennen
|
| | | | $2,838 | | | | | | $23,192 | | | | | | $0 | | | | | | $26,030 | | |
|
Karen Woods
|
| | | | $2,729 | | | | | | $26,351 | | | | | | $1,200 | | | | | | $30,280 | | |
|
Amanda Neeley
|
| | | | $3,475 | | | | | | $17,920 | | | | | | $1,200 | | | | | | $22,595 | | |
|
John Gavigan
|
| | | | $267 | | | | | | $25,063 | | | | | | $1,293,1141 | | | | | | $1,318,444 | | |
|
60
|
| | 2024 Proxy Statement | Compensation Tables | |
| | | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plans1 |
| |
Estimated Future Payouts Under
Equity Incentive Plans2 |
| |
All Other
Stock Award: No. of Shares of Stock or Units3 |
| |
Grant Date
Fair Value of Stock and Options Awards ($)4 |
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||||||||||||||||||||||||
|
Archie M. Brown
|
| | | | | | | | | | $0 | | | | | | $765,000 | | | | | | $1,530,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 21,889 | | | | | | $510,014 | | | |||
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | 10,945 | | | | | | 21,889 | | | | | | 32,834 | | | | | | | | | | | | $510,014 | | | |||
|
James M. Anderson
|
| | | | | | | | | | $0 | | | | | | $360,500 | | | | | | $721,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,484 | | | | | | $174,377 | | | |||
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,742 | | | | | | 7,484 | | | | | | 11,226 | | | | | | | | | | | | $174,377 | | | |||
|
Richard S. Dennen
|
| | | | | | | | | | $0 | | | | | | $317,000 | | | | | | $742,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,962 | | | | | | $185,515 | | | |||
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,981 | | | | | | 7,962 | | | | | | 11,943 | | | | | | | | | | | | $185,515 | | | |||
|
Karen B. Woods
|
| | | | | | | | | | $0 | | | | | | $297,500 | | | | | | $595,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,385 | | | | | | $148,771 | | | |||
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,193 | | | | | | 6,385 | | | | | | 9,578 | | | | | | | | | | | | $148,771 | | | |||
|
Amanda Neeley
|
| | | | | | | | | | $0 | | | | | | $249,000 | | | | | | $498,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,234 | | | | | | $145,252 | | | |||
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,117 | | | | | | 6,234 | | | | | | 9,351 | | | | | | | | | | | | $145,252 | | | |||
|
John M. Gavigan
|
| | | | | | | | | | $0 | | | | | | $240,000 | | | | | | $480,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,009 | | | | | | $140,010 | | | |||
| | | 3/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | 3,005 | | | | | | 6,009 | | | | | | 9,014 | | | | | | | | | | | | $140,010 | | |
|
2024 Proxy Statement | Compensation Tables
|
| |
61
|
|
| | | |
Stock Awards
|
| |||||||||||||||||||||
| | | |
Number of
Shares or Units of Stock that Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock that Have Not Vested ($) |
| |
Equity Incentive
Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) |
| ||||||||||||
|
Archie M. Brown
|
| | | | 2,3741 | | | | | | $56,383 | | | | | | | | | | | | | | |
| | | 3,8942 | | | | | | $92,483 | | | | | | 19,4145 | | | | | | $461,083 | | | |||
| | | 7,4553 | | | | | | $177,056 | | | | | | 20,2046 | | | | | | $479,845 | | | |||
| | | 15,3984 | | | | | | $365,703 | | | | | | 21,8897 | | | | | | $519,864 | | | |||
|
James M. Anderson
|
| | | | 1,2921 | | | | | | $30,684 | | | | | | | | | | | | | | |
| | | 1,8102 | | | | | | $42,988 | | | | | | 5,4265 | | | | | | $128,868 | | | |||
| | | 4,2743 | | | | | | $101,508 | | | | | | 6,4106 | | | | | | $152,238 | | | |||
| | | 7,4844 | | | | | | $177,745 | | | | | | 7,4847 | | | | | | $177,745 | | | |||
|
Richard S. Dennen
|
| | | | 1,3501 | | | | | | $32,063 | | | | | | | | | | | | | | |
| | | 1,3822 | | | | | | $32,823 | | | | | | 5,8895 | | | | | | $139,864 | | | |||
| | | 3,5683 | | | | | | $84,740 | | | | | | 7,6036 | | | | | | $180,571 | | | |||
| | | 5,7644 | | | | | | $136,895 | | | | | | 7,9627 | | | | | | $189,098 | | | |||
|
Karen B. Woods
|
| | | | 1,0971 | | | | | | $26,054 | | | | | | | | | | | | | | |
| | | 1,6772 | | | | | | $39,829 | | | | | | 5,0295 | | | | | | $119,439 | | | |||
| | | 3,9763 | | | | | | $94,430 | | | | | | 5,9636 | | | | | | $141,621 | | | |||
| | | 6,3854 | | | | | | $151,644 | | | | | | 6,3857 | | | | | | $151,644 | | | |||
|
Amanda M. Neeley
|
| | | | 7181 | | | | | | $17,053 | | | | | | | | | | | | | | |
| | | 1,1222 | | | | | | $26,648 | | | | | | 3,3645 | | | | | | $79,895 | | | |||
| | | 3,3653 | | | | | | $79,919 | | | | | | 5,0476 | | | | | | $119,866 | | | |||
| | | 6,2344 | | | | | | $148,058 | | | | | | 6,2347 | | | | | | $148,058 | | | |||
|
John M. Gavigan8
|
| | | | | | | | | | | | | | | | None | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | |
|
62
|
| | 2024 Proxy Statement | Compensation Tables | |
|
2024 Proxy Statement | Compensation Tables
|
| |
63
|
|
| | | |
Stock Awards
|
| |||||||||
| | | |
Number of
Shares Acquired on Vesting1 (#) |
| |
Value
Realized on Vesting ($) |
| ||||||
|
Archie M. Brown
|
| | | | 46,697 | | | | | | $1,091,918 | | |
|
Jamie M. Anderson
|
| | | | 13,683 | | | | | | $330,059 | | |
|
Richard M. Dennen
|
| | | | 15,880 | | | | | | $376,629 | | |
|
Karen B. Woods
|
| | | | 12,589 | | | | | | $303,516 | | |
|
Amanda N. Neeley
|
| | | | 8,757 | | | | | | $211,383 | | |
|
John M. Gavigan
|
| | | | 11,823 | | | | | | $284,835 | | |
|
64
|
| | 2024 Proxy Statement | Compensation Tables | |
| | | |
Plan Name
|
| |
Number of Years
of Credited Service1 |
| |
Present Value of
Accumulated Benefit2 |
| |
Payments
During Last Fiscal Year |
| |||||||||
|
Archie M. Brown
|
| |
Pension Plan
|
| | | | 6 | | | | | | $99,497 | | | | | | $0 | | |
| SERP | | | | | 6 | | | | | | $367,315 | | | | | | $0 | | | |||
|
James M. Anderson
|
| |
Pension Plan
|
| | | | 6 | | | | | | $99,412 | | | | | | $0 | | |
| SERP | | | | | 6 | | | | | | $111,465 | | | | | | $0 | | | |||
|
Richard S. Dennen
|
| |
Pension Plan
|
| | | | 9 | | | | | | $156,068 | | | | | | $0 | | |
| SERP | | | | | 9 | | | | | | $191,863 | | | | | | $0 | | | |||
|
Karen B. Woods
|
| |
Pension Plan
|
| | | | 6 | | | | | | $97,340 | | | | | | $0 | | |
| SERP | | | | | 6 | | | | | | $91,339 | | | | | | $0 | | | |||
|
Amanda Neeley
|
| |
Pension Plan
|
| | | | 21 | | | | | | $207,743 | | | | | | $0 | | |
| SERP | | | | | 21 | | | | | | $69,787 | | | | | | $0 | | | |||
|
John Gavigan3
|
| |
Pension Plan
|
| | | | 14 | | | | | | $0 | | | | | | $206,442 | | |
| SERP | | | | | 14 | | | | | | $0 | | | | | | $78,870 | | |
|
2024 Proxy Statement | Compensation Tables
|
| |
65
|
|
|
66
|
| | 2024 Proxy Statement | Compensation Tables | |
|
2024 Proxy Statement | Compensation Tables
|
| |
67
|
|
|
68
|
| | 2024 Proxy Statement | Compensation Tables | |
|
2024 Proxy Statement | Compensation Tables
|
| |
69
|
|
| | | |
Mr. Brown
|
| |
Mr. Anderson
|
| |
Mr. Dennen
|
| |
Ms. Woods
|
| |
Mrs. Neeley
|
| |||||||||||||||
| Change-in-Control (“CIC”) Severance Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Base Salary
|
| | | | $1,700,000 | | | | | | $1,030,000 | | | | | | $1,060,000 | | | | | | $850,000 | | | | | | $830,000 | | |
|
Bonus for Year of Separation
|
| | | | $1,912,500 | | | | | | $721,000 | | | | | | $742,000 | | | | | | $595,000 | | | | | | $498,000 | | |
|
General Health and Welfare Benefits / Outplacement
|
| | | | $55,828 | | | | | | $38,936 | | | | | | $45,639 | | | | | | $33,644 | | | | | | $33,368 | | |
|
Total CIC Severance Benefits
|
| | | | $3,668,328 | | | | | | $1,789,936 | | | | | | $1,847,639 | | | | | | $1,478,644 | | | | | | $1,361,368 | | |
| Acceleration of Unvested Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Restricted Stock1
|
| | | | $2,152,415 | | | | | | $811,775 | | | | | | $796,053 | | | | | | $724,660 | | | | | | $619,495 | | |
|
Accrued Dividends on Restricted Stock
|
| | | | $96,749 | | | | | | $49,402 | | | | | | $32,634 | | | | | | $44,807 | | | | | | $35,478 | | |
|
Unvested Options
|
| | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
|
Total Unvested Equity
|
| | | | $2,249,164 | | | | | | $861,177 | | | | | | $828,687 | | | | | | $769,467 | | | | | | $654,973 | | |
| Total Compensation Under Agreements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cutback to avoid 280G Excise tax (if applicable)
|
| | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
|
Total Benefits
|
| | | | $5,917,492 | | | | | | $2,651,113 | | | | | | $2,676,326 | | | | | | $2,248,111 | | | | | | $2,016,341 | | |
| | | |
Mr. Brown
|
| |
Mr. Anderson
|
| |
Mr. Dennen
|
| |
Ms. Woods
|
| |
Mrs. Neeley
|
| |||||||||||||||
| Termination for Good Reason Severance Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Base Salary
|
| | | | $1,700,000 | | | | | | $1,030,000 | | | | | | $1,060,000 | | | | | | $850,000 | | | | | | $830,000 | | |
|
Bonus for Year of Separation
|
| | | | $1,912,500 | | | | | | $721,000 | | | | | | $927,500 | | | | | | $595,000 | | | | | | $498,000 | | |
|
General Health and Welfare Benefits / Outplacement
|
| | | | $55,828 | | | | | | $38,936 | | | | | | $45,639 | | | | | | $33,644 | | | | | | $33,368 | | |
|
Total Benefits
|
| | | | $3,668,328 | | | | | | $1,789,936 | | | | | | $2,033,139 | | | | | | $1,478,644 | | | | | | $1,361,368 | | |
|
70
|
| | 2024 Proxy Statement | Compensation Tables | |
| | | |
Total Present
Value of Accumulated Benefit using U.S. GAAP Assumptions ($)1 |
| |
Total Present
Value of Vested Accumulated Benefit using Actual Lump Sum Basis ($)2 |
| |
Incremental Value
due to the Difference between U.S. GAAP Assumptions and Actual Lump Sum Basis ($)3 |
| |||||||||
|
Archie M. Brown
|
| | | | 466,812 | | | | | | 465,583 | | | | | | (1,229) | | |
|
Jamie Anderson
|
| | | | 210,877 | | | | | | 210,329 | | | | | | (548) | | |
|
Richard S. Dennen
|
| | | | 347,931 | | | | | | 347,008 | | | | | | (923) | | |
|
Karen Woods
|
| | | | 188,679 | | | | | | 187,687 | | | | | | (992) | | |
|
Amanda Neeley
|
| | | | 277,530 | | | | | | 292,312 | | | | | | 14,782 | | |
|
2024 Proxy Statement | Compensation Tables
|
| |
71
|
|
| Median Employee Total Compensation (except the CEO) | | | |
|
$65,028
|
| |
| CEO Total Annualized Compensation | | | |
|
$3,357,573
|
| |
| Ratio of CEO to Median Employee Compensation | | | |
|
51.6
|
| |
|
72
|
| | 2024 Proxy Statement | CEO Pay Ratio | |
| Year | | | Summary Compensation Table Total for PEO1 ($) | | | Compensation Actually Paid to PEO2 ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs3 ($) | | | Average Compensation Actually Paid to Non-PEO NEOs4 ($) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income7 ($) | | | Assets (Company Selected Measure)8 | | |||||||||||||||||||||||||||
| Company TSR5 ($) | | | Peer Group TSR6 ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Reported Summary Compensation Table Total for PEO ($) | | | Reported Value of Equity Awards (A) ($) | | | Equity Award Adjustments (B) ($) | | | Reported Change in the Actuarial Pension Benefits (C) ($) | | | Pension Benefit Adjustments (D) ($) | | | Compensation Actually Paid to PEO ($) | | ||||||||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | |
|
2024 Proxy Statement | Pay Versus Performance Disclosure
|
| |
73
|
|
| | | | Year End Fair Value of Equity Awards Granted in Year and Unvested at Year-End | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation | | | Total Equity Award Adjustments | | |||||||||||||||||||||
| Year | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | |||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Service Cost | | | Prior Service Cost | | | Total Pension Benefit Adjustments | | |||||||||
| Year | | | ($) | | | ($) | | | ($) | | |||||||||
| 2023 | | | | | | | | | | | | | | | | |
|
2020
|
| |
2021
|
| |
2022
|
| |
2023
|
|
|
James M. Anderson
|
| |
James M. Anderson
|
| |
James M. Anderson
|
| |
James M. Anderson
|
|
|
Andrew Hauck
|
| |
Richard S. Dennen
|
| |
Richard S. Dennen
|
| |
Richard S. Dennen
|
|
|
Karen B. Woods
|
| |
Karen B. Woods
|
| |
Karen B. Woods
|
| |
Karen B. Woods
|
|
|
John M. Gavigan
|
| |
John M. Gavigan
|
| |
John M. Gavigan
|
| |
Amanda N. Neeley
|
|
| | | |
Andrew Hauck
|
| | | | |
John M. Gavigan
|
|
| | | |
Catherine Myers
|
| | | | | | |
| Year | | | Average Reported Summary Compensation Table Total For Non-PEO NEOs ($) | | | Average Reported Value Equity ($) | | | Average Equity Award Adjustments ($) | | | Average Reported Change in the Actuarial Present Value of Pension ($) | | | Average Pension ($) | | | Average Compensation Actually Paid to NEOs ($) | | ||||||||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | |
|
74
|
| |
2024 Proxy Statement | Pay Versus Performance Disclosure
|
|
| Year | | | Year End Fair Value of Equity Awards Granted in Year and Unvested at Year-End ($) | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation ($) | | | Total Equity Award Adjustments ($) | | |||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | | Average Service Cost ($) | | | Average Prior Service Cost ($) | | | Average Total Pension Benefit Adjustments ($) | | |||||||||
| 2023 | | | | | | | | | | | | | | | | |
|
2024 Proxy Statement | Pay Versus Performance Disclosure
|
| |
75
|
|
|
76
|
| |
2024 Proxy Statement | Pay Versus Performance Disclosure
|
|
|
2024 Proxy Statement | Pay Versus Performance Disclosure
|
| |
77
|
|
|
78
|
| |
2024 Proxy Statement | Pay Versus Performance Disclosure
|
|
|
April 18, 2024
|
| |
BY ORDER OF THE BOARD OF DIRECTORS
Karen B. Woods
Corporate Secretary
|
|
|
2024 Proxy Statement | 2025 Annual Meeting Information
|
| |
79
|
|
|
(Dollars in thousands, except per
share data) |
| |
4Q23
|
| |
3Q23
|
| |
2Q23
|
| |
1Q23
|
| |
YTD 2023
|
| |||||||||||||||
|
As Reported
|
| |
Adjusted
|
| |
As Reported
|
| |
Adjusted
|
| |
As Reported
|
| |
Adjusted
|
| |
As Reported
|
| |
Adjusted
|
| |
As Reported
|
| |
Adjusted
|
| |||
|
Net interest income (f)
|
| |
$153,765
|
| |
$153,765
|
| |
$155,455
|
| |
$155,455
|
| |
$159,232
|
| |
$159,232
|
| |
$159,318
|
| |
$159,318
|
| |
$627,770
|
| |
$627,770
|
|
|
Provision for credit losses-loans and leases (j)
|
| |
8,804
|
| |
8,804
|
| |
12,907
|
| |
12,907
|
| |
12,719
|
| |
12,719
|
| |
8,644
|
| |
8,644
|
| |
43,074
|
| |
43,074
|
|
|
Provision for credit losses-unfunded commitments (j)
|
| |
1,426
|
| |
1,426
|
| |
(1,234)
|
| |
(1,234)
|
| |
(1,994)
|
| |
(1,994)
|
| |
1,835
|
| |
1,835
|
| |
33
|
| |
33
|
|
|
Noninterest income
|
| |
46,993
|
| |
46,993
|
| |
56,628
|
| |
56,628
|
| |
53,258
|
| |
53,258
|
| |
55,543
|
| |
55,543
|
| |
212,422
|
| |
212,422
|
|
|
less: gains (losses) on security transactions
|
| | | | |
(649)
|
| | | | |
(58)
|
| | | | |
(466)
|
| | | | |
121
|
| | | | |
(1,052)
|
|
|
less: other
|
| | | | |
—
|
| | | | |
(94)
|
| | | | |
227
|
| | | | |
—
|
| | | | |
133
|
|
|
Total noninterest income (g)
|
| |
46,993
|
| |
47,642
|
| |
56,628
|
| |
56,780
|
| |
53,258
|
| |
53,497
|
| |
55,543
|
| |
55,422
|
| |
212,422
|
| |
213,341
|
|
|
Noninterest expense
|
| |
119,137
|
| |
119,137
|
| |
122,044
|
| |
122,044
|
| |
120,615
|
| |
120,615
|
| |
116,693
|
| |
116,693
|
| |
478,489
|
| |
478,489
|
|
|
less: tax credit investment writedown
|
| | | | |
—
|
| | | | |
104
|
| | | | |
984
|
| | | | |
104
|
| | | | |
1,192
|
|
|
less: FDIC special assessment
|
| | | | |
925
|
| | | | |
—
|
| | | | |
—
|
| | | | |
—
|
| | | | |
925
|
|
|
less: Summit acquisition costs
|
| | | | |
—
|
| | | | |
787
|
| | | | |
1,717
|
| | | | |
31
|
| | | | |
2,535
|
|
|
less: Other
|
| | | | |
1,363
|
| | | | |
(395)
|
| | | | |
1,044
|
| | | | |
2,000
|
| | | | |
4,012
|
|
|
Total noninterest expense (e)
|
| |
119,137
|
| |
116,849
|
| |
122,044
|
| |
121,548
|
| |
120,615
|
| |
116,870
|
| |
116,693
|
| |
114,558
|
| |
478,489
|
| |
469,825
|
|
|
Income before income taxes (i)
|
| |
71,391
|
| |
74,328
|
| |
78,366
|
| |
79,014
|
| |
81,150
|
| |
85,134
|
| |
87,689
|
| |
89,703
|
| |
318,596
|
| |
328,179
|
|
|
Income tax expense
|
| |
14,659
|
| |
14,659
|
| |
15,305
|
| |
15,305
|
| |
15,483
|
| |
15,483
|
| |
17,286
|
| |
17,286
|
| |
62,733
|
| |
62,733
|
|
|
plus: tax effect of adjustments
|
| | | | |
276
|
| | | | |
82
|
| | | | |
81
|
| | | | |
82
|
| | | | |
522
|
|
|
plus: after-tax impact of tax credit investments @ 21%
|
| | | | |
423
|
| | | | |
136
|
| | | | |
837
|
| | | | |
423
|
| | | | |
1,818
|
|
|
Total income tax expense (h)
|
| |
14,659
|
| |
15,358
|
| |
15,305
|
| |
15,523
|
| |
15,483
|
| |
16,401
|
| |
17,286
|
| |
17,791
|
| |
62,733
|
| |
65,073
|
|
|
Net income (a)
|
| |
$56,732
|
| |
$58,970
|
| |
$63,061
|
| |
$63,491
|
| |
$65,667
|
| |
$68,733
|
| |
$70,403
|
| |
$71,912
|
| |
$255,863
|
| |
$263,106
|
|
|
Average diluted shares (b)
|
| |
95,141
|
| |
95,141
|
| |
95,117
|
| |
95,117
|
| |
95,185
|
| |
95,185
|
| |
95,190
|
| |
95,190
|
| |
95,096
|
| |
95,096
|
|
|
Average assets (c)
|
| |
17,124,955
|
| |
17,124,955
|
| |
16,951,389
|
| |
16,951,389
|
| |
16,968,055
|
| |
16,968,055
|
| |
16,942,999
|
| |
16,942,999
|
| |
16,997,223
|
| |
16,997,223
|
|
|
Average shareholders’ equity
|
| |
2,144,482
|
| |
2,144,482
|
| |
2,153,601
|
| |
2,153,601
|
| |
2,137,765
|
| |
2,137,765
|
| |
2,082,210
|
| |
2,082,210
|
| |
2,129,751
|
| |
2,129,751
|
|
| Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Goodwill and other intangibles
|
| |
(1,090,971)
|
| |
(1,090,971)
|
| |
(1,093,271)
|
| |
(1,093,271)
|
| |
(1,095,669)
|
| |
(1,095,669)
|
| |
(1,098,300)
|
| |
(1,098,300)
|
| |
(1,094,529)
|
| |
(1,094,529)
|
|
|
Average tangible equity (d)
|
| |
1,053,511
|
| |
1,053,511
|
| |
1,060,331
|
| |
1,060,331
|
| |
1,042,097
|
| |
1,042,097
|
| |
983,910
|
| |
983,910
|
| |
1,035,222
|
| |
1,035,222
|
|
|
Ratios
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Net earnings per share—diluted (a)/(b)
|
| |
$0.60
|
| |
$0.62
|
| |
$0.66
|
| |
$0.67
|
| |
$0.69
|
| |
$0.72
|
| |
$0.74
|
| |
$0.76
|
| |
$2.69
|
| |
$2.77
|
|
|
Return on average
assets—(a)/(c) |
| |
1.31%
|
| |
1.37%
|
| |
1.48%
|
| |
1.49%
|
| |
1.55%
|
| |
1.62%
|
| |
1.69%
|
| |
1.72%
|
| |
1.51%
|
| |
1.55%
|
|
|
Pre-tax, pre-provision return on average
assets—((a)+(j)+(h))/(c) |
| |
1.89%
|
| |
1.96%
|
| |
2.11%
|
| |
2.12%
|
| |
2.17%
|
| |
2.27%
|
| |
2.35%
|
| |
2.40%
|
| |
2.13%
|
| |
2.18%
|
|
|
Return on average tangible shareholders’ equity—(a)/(d)
|
| |
21.36%
|
| |
22.21%
|
| |
23.60%
|
| |
23.76%
|
| |
25.27%
|
| |
26.46%
|
| |
29.02%
|
| |
29.64%
|
| |
24.72%
|
| |
25.42%
|
|
|
Efficiency ratio—(e)/((f)+(g))
|
| |
59.3%
|
| |
58.0%
|
| |
57.5%
|
| |
57.3%
|
| |
56.8%
|
| |
54.9%
|
| |
54.3%
|
| |
53.3%
|
| |
56.9%
|
| |
55.9%
|
|
|
Effective tax rate—(h)/(i)
|
| |
20.5%
|
| |
20.7%
|
| |
19.5%
|
| |
19.6%
|
| |
19.1%
|
| |
19.3%
|
| |
19.7%
|
| |
19.8%
|
| |
19.7%
|
| |
19.8%
|
|
|
A-1
|
| | 2024 Proxy Statement | Appendix A | |