FIRST FINANCIAL BANCORP /OH/ (FFBC): director Timothy A. Massa elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) On October 27, 2026, the Board of Directors (the “Board”) of First Financial Bancorp. (the “Company”), appointed Timothy A. Massa as a director to the Board effective immediately. In connection with the appointment of Mr. Massa, the size of the Board was increased from ten directors to eleven directors. Both Mr. Massa’s appointment to the Board and the increased number of directors on the Board were done upon recommendation of the Corporate Governance and Nominating Committee of the Board (the “CGNC”). Mr. Massa will serve as a director on the Board until the 2027 annual meeting of the Company’s shareholders, at which time it is anticipated that Mr. Massa will stand for election by the Company’s shareholders.
Mr. Massa, age 59, brings thirty-seven years of executive human capital leadership to the Board. Mr. Massa joined the team at The Kroger Co. (“Kroger”) sixteen years ago as the Vice President of Talent Development. For the past twelve years, he served on Kroger’s senior leadership team as the Executive Vice President and Chief Associate Experience Officer. Prior to his roles with Kroger, Mr. Massa spent twenty-one years in a series of human resources leadership roles with The Procter & Gamble Company. Mr. Massa retired from his role at Kroger on September 18, 2026, concluding an illustrious career of human capital leadership. Mr. Massa’s skills include executive compensation, succession planning, talent strategy and development, labor relations, and culture building.
The CGNC reviewed the skills and qualifications of Mr. Massa and determined that he would be a valuable addition to the Board. The CGNC further reviewed his background and activities and determined that Mr. Massa qualifies as an independent director in accordance with the Nasdaq rules and the rules of the Securities and Exchange Commission (the “SEC”). Mr. Massa will be compensated as a non-employee director consistent with the Company’s standard compensation for non-employee directors (“Director Compensation”). The Company’s standard Director Compensation program is more fully described in the Company’s definitive proxy statement filed with the SEC on April 16, 2026 (the “Proxy Statement”) under the heading “2025 Board Compensation”. Additionally, Mr. Massa will be subject to the Company’s share ownership requirements for non-employee directors as described in the Proxy Statement beginning on page 44 under the heading “Share Ownership Guidelines”.
In connection with his appointment to the Board, Mr. Massa will receive a pro-rated non-employee director annual cash retainer and stock award. The stock award was priced at $32.54, the closing price of the Company’s stock on October 27, 2026, and vests on the date of the 2027 annual meeting of the Company’s shareholders, consistent with the vesting of stock awards granted to non-employee directors.
No family relationships exist between Mr. Massa and any of the Company’s other directors, executive officers or any other person that would require disclosure under Item 401(d) of Regulation S-K promulgated by the SEC (“Regulation S-K”). There are no arrangements or understandings pursuant to which Mr. Massa was selected as a director, and Mr. Massa does not have any direct or indirect material interest in any transaction which would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.