First Financial Bancorp (FFBC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 26, 2026, to be held virtually, with shareholders able to vote online, by phone, or by mail.

• Record 2025 financial performance: adjusted net income of $281.1M (+12.9%), EPS of $2.92 (+12.1%), total assets of $21.1B (+13.8%), and strong loan/deposit growth.

• Company maintains a strong capital position, 11.32% CET1 ratio, and a 5-star Bauer Financial rating.

• Acquisitions expanded the company’s footprint and commercial banking markets.

Voting matters and shareholder proposals

• Four main proposals: election of ten directors, ratification of Crowe LLP as auditor, approval of the 2026 Stock Plan, and advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 27, 2026, are eligible to vote.

• Shareholder proposals for the 2027 meeting must be submitted by December 17, 2026.

Board of directors and corporate governance

• Ten director nominees, nine of whom are independent; board diversity includes 40% racial/ethnic/gender minorities.

• Board committees: Audit, Compensation and Human Capital, Corporate Governance and Nominating, Enterprise Risk and Compliance, and Capital Markets.

• Annual board and committee evaluations, director education, and succession planning processes in place.

• Majority voting policy for uncontested director elections.

• Stock ownership guidelines for directors and executives; all are in compliance.