First Financial Bancorp (FFBC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 27, 2025, will be held virtually; shareholders of record as of March 28, 2025, are eligible to vote on key proposals.

• 2024 financial performance included record adjusted revenue of $854 million, strong loan and deposit growth, and solid credit quality and liquidity.

• The company remains well-capitalized, with all capital ratios exceeding regulatory and internal targets, and maintains a 5-star Bauer Financial rating.

• Acquired Agile Premium Finance and signed a $2.4 billion Community Benefits Agreement for 2024-2028, including $18 million in philanthropic initiatives.

• Board and management emphasize local expertise, community engagement, and sustainable business practices.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) ratification of Crowe LLP as independent auditor for 2025, and (3) advisory approval of executive officer compensation.

• Board recommends voting FOR all proposals; majority or plurality required for approval depending on the item.

• Shareholders may submit proposals for the 2026 annual meeting by December 18, 2025, and director nominations by February 27, 2026.

Board of directors and corporate governance

• Board reduced to ten members following a retirement; nine of ten nominees are independent.

• Board composition reflects diversity in skills, experience, and demographics; 4 of 10 nominees are racial/ethnic/gender minorities.

• Board leadership is separated between Chair and Lead Independent Director; annual board and committee evaluations are conducted, including third-party assessments every 3-5 years.

• All directors comply with share ownership guidelines; succession planning and director education are ongoing priorities.

• Board committees include Audit, Compensation, Corporate Governance and Nominating, Enterprise Risk and Compliance, Capital Markets, and Diversity and Inclusion.