FIRST FINANCIAL BANCORP (FFBC)
Sector: Financials
2026 Annual Meeting Analysis
FIRST FINANCIAL BANCORP · Meeting: May 26, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2024, exempt from the 3-year TSR trigger as she joined within the past 24 months; no overboarding, attendance, or independence concerns identified.
Director since 2018 with relevant financial services experience; FFBC's 3-year return of +58.4% outperforms the peer group median by +9.6pp, well below the 65pp underperformance threshold required to trigger a no vote, and no other flags apply.
CEO and director since 2018; FFBC's 3-year return of +58.4% outperforms the peer group median by +9.6pp, well below the 65pp threshold, and no other governance concerns are identified.
Director since 2004 with extensive banking industry experience; FFBC's strong positive 3-year TSR outperforms the peer group median, no overboarding or independence concerns noted.
Director since 2005 and a CPA serving on the audit committee; FFBC's TSR performance clears all policy thresholds and no other flags apply.
Director since 2023; while more than 24 months have not elapsed since joining, FFBC's TSR outperforms the peer group median and no other concerns are identified.
Director since 2018 with extensive senior leadership experience; FFBC's 3-year TSR well exceeds the peer group median and no independence, overboarding, or attendance concerns apply.
Director since 2023; FFBC's TSR outperforms the peer group median and no governance flags are identified; the 24-month new-director exemption period has recently concluded but the TSR trigger does not fire regardless.
Director since 2010 with deep financial industry expertise; FFBC's 3-year TSR of +58.4% outperforms the peer group median by +9.6pp, far below the 65pp threshold required to trigger a no vote.
Director since 2022 with valuable cybersecurity expertise; FFBC's TSR performance is well above all policy thresholds and no other flags apply.
All ten director nominees receive a FOR vote. FFBC's 3-year total return of +58.4% outperforms the compensation peer group median by +9.6 percentage points, far short of the 65pp underperformance threshold required to trigger a no vote under the strong-positive-TSR policy band. Board attendance was 98% in 2025, 9 of 10 directors are independent, all audit committee members have financial expertise, and no overboarding, independence, or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
Archie M. Brown
Total Comp
$3,279,532
Prior Support
97.60%%
CEO total compensation of $3,279,532 is reasonable for a regional bank CEO at a $3B market-cap company, and the prior say-on-pay vote received 97.60% support indicating broad shareholder satisfaction. The pay program is well-structured: a substantial majority of compensation is variable and performance-based (split equally between time-based and performance-based restricted stock plus a short-term incentive plan tied to corporate financial goals), the company has a robust clawback policy, no tax gross-ups, and requires double-trigger vesting for change-in-control events. FFBC's 3-year TSR of +58.4% slightly outperforms the peer group median, confirming that above-target incentive pay is consistent with shareholder experience.
Auditor Ratification
✓ FORAuditor
Crowe LLP
Tenure
N/A
Audit Fees
$1,929,480
Non-Audit Fees
$187,525
Non-audit fees (tax fees of $187,525) represent approximately 9.7% of combined audit and audit-related fees ($1,929,480), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy. No material restatements were identified, and Crowe LLP is a large national firm appropriate for a $3B-market-cap regional bank.
Overall Assessment
The FFBC 2026 annual meeting ballot presents four standard proposals. All ten director nominees, auditor ratification of Crowe LLP, and the say-on-pay advisory vote receive FOR determinations, supported by strong TSR performance relative to the QABA community bank benchmark and the company's disclosed compensation peer group, a well-structured pay program with broad shareholder support, and clean auditor fee ratios. The 2026 Stock Plan (Proposal 3) is outside the scope of the current voting policy and is noted but not evaluated.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing