First Financial (THFF) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 16, 2025, with shareholders able to vote online, by phone, or by mail.

• In 2024, the company completed the acquisition of SimplyBank, expanding its presence in Tennessee and Georgia, and reported total loans outstanding of $3.84 billion, a 21.13% increase from the prior year.

• Net income for 2024 was $47.3 million ($4.00 per share), down from $60.7 million ($5.08 per share) in 2023, primarily due to increased loan loss provisions and acquisition-related expenses.

• Quarterly dividends were initiated, with a total of $1.80 per share paid in 2024, a 41% increase over 2023.

• The company continued its focus on corporate responsibility, including financial literacy initiatives, energy efficiency upgrades, and the formation of an AI Governance Committee.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of five directors for terms expiring in 2028, (2) a non-binding advisory vote on executive compensation, and (3) ratification of Crowe LLP as independent auditor for 2025.

• The board recommends voting in favor of all nominees and proposals.

• Shareholder proposals and director nominations must comply with advance notice procedures outlined in the by-laws.

Board of directors and corporate governance

• The board consists of 16 members with diverse backgrounds in business, law, education, agriculture, and public service.

• Five directors are up for election; all are independent and bring expertise in risk management, finance, and community engagement.

• The board has refreshed its membership in recent years, adding nine new directors with varied skills.

• Key committees include Audit, Compensation and Employee Benefits, and Governance and Nominating, all composed of independent directors.

• The roles of Chairman and CEO were separated in 2024 to support leadership transition.