| Your vote is very important. We urge all shareholders to vote on the matters listed above and described in the proxy statement as soon as possible, whether or not they attend the online Annual Meeting. | |
| Proxy and Annual Meeting Summary | | | | | 1 | | |
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| | | | | 7 | | | |
| Questions and Answers about this Proxy Statement and the Annual Meeting | | | | | 8 | | |
| Proposal 1—Election of Directors | | | | | 13 | | |
| Proposal 2—Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2023 | | | | | 26 | | |
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| | | | | 27 | | | |
| Proposal 3—Non-Binding, Advisory Vote to Approve Executive Officer Compensation | | | | | 28 | | |
| | | | | 29 | | | |
| Share Ownership | | | | | 30 | | |
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| Corporate Governance | | | | | 33 | | |
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| | | | | 36 | | |
| We are sending this proxy statement and the accompanying proxy card to you as a shareholder of First Financial Bancorp., an Ohio corporation, in connection with the solicitation of proxies for the 2023 Annual Meeting of Shareholders (the “Annual Meeting”). Our Board of Directors is soliciting proxies for use at the Annual Meeting, or at any postponement or adjournment of the Annual Meeting. | | | | | If you would like to help us reduce our costs incurred in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions below to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | |
| Proposal | | | Approval Required | | | Board’s Recommendation | | | Page Reference | |
| 1. Election of Directors | | | Affirmative vote of a plurality | | | For Each Nominee | | | 13 | |
| 2. Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2023 | | | Majority of votes present, in person or by proxy, and entitled to vote | | | | | 26 | | |
| 3. Approve, on an Advisory Basis, the Compensation of the Company’s Executive Officers | | | Majority of votes present, in person or by proxy, and entitled to vote | | | | | 28 | | |
| 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Officer Compensation | | | Majority of votes present, in person or by proxy, and entitled to vote | | | For 1 Year | | | 29 | |
| Vote Online | | | Vote by Phone | | | Vote by Mail | |
| | | | | | |||
| ■ Before the Meeting: Go to www.proxyvote.com ■ During the Meeting: Go to www.virtualshareholdermeeting.com/FFBC23 | | | By calling 1-800-690-6903 | | | By signing, dating, and returning your proxy card in the enclosed envelope | |
| 2023 Proxy Statement | Proxy and Annual Meeting Summary | | | 1 | |
| 2 | | | 2023 Proxy Statement | Proxy and Annual Meeting Summary | |
| 2023 Proxy Statement | Proxy and Annual Meeting Summary | | | 3 | |
| | Core Lines of Business | | |
| | | | | | | | | | | | | | | | | | | | |
| | Commercial ■ Commercial Credit ■ Treasury Management ■ Capital Markets ■ Risk Management ■ Business & Employee Financial Wellness ■ Equipment Leasing | | | | | | | | Consumer ■ Deposit Solutions ■ Consumer Lending and Credit ■ Financial Wellness ■ Small Business Deposit Solutions | | | | | | | | Wealth Management Business: ■ Retirement Plan Services ■ Liquidity Solutions ■ Business Succession ■ Private Banking Personal: ■ Financial Planning ■ Investment Management ■ Trust Administration ■ Brokerage Services ■ Preferred Banking | | |
| | Specialty Businesses | | |
| | | | | | | | | | | | | | | | | | | | |
| | Summit Funding Group Full-service equipment financing and leasing solutions for small-to-medium sized businesses in all 50 states and in Canada. | | | | | | | | Bannockburn Global Forex Leading provider of capital markets trading, specializing in foreign currency advisory and hedge analytics, providing a tailored perspective on market activity, direction, and strategy. | | | | | | | | Oak Street Funding Service-industry-specific financing solutions for businesses supported by sustained cash flow. | | |
| | | | | | | | | | | | | | | | | | | | |
| | First Franchise Capital Specializing in quick service restaurant financing, helping clients fund current operational needs and future expansions as businesses grow. | | | | | | | | Business Capital Flexibility and resources to provide financing solutions to help clients run and grow their businesses. | | | | | | | | National Corporate Niche provider for high-demand, national clients that expect exceptional customer service, technology solutions, investment management capabilities, and core banking services. | | |
| 4 | | | 2023 Proxy Statement | Proxy and Annual Meeting Summary | |
| Name | | | Age | | | Independent | | | Occupation | | | Director Since | | | Audit | | | Compensation | | | Corporate Governance and Nominating | | | Enterprise Risk and Compliance | | | Capital Markets | | | Diversity & Inclusion | |
| William G. Barron | | | 73 | | | YES | | | Retired Chairman and President of Wm. G. Barron Enterprises, Inc. | | | 2018 | | | | | | | | | M | | | C | | | | | | | |
| Vincent A. Berta | | | 64 | | | YES | | | President and Managing Director of Covington Capital, LLC | | | 2018 | | | M | | | | | | C | | | | | | | | | | |
| Cynthia O. Booth | | | 65 | | | YES | | | President, Chief Executive Officer and owner of Emerge Manufacturing | | | 2010 | | | | | | | | | | | | M | | | | | | C | |
| Archie M. Brown | | | 62 | | | NO | | | President and Chief Executive Officer of First Financial Bancorp. and First Financial Bank | | | 2018 | | | | | | | | | | | | | | | | | | M | |
| Claude E. Davis | | | 62 | | | YES | | | Chair of First Financial Bancorp and First Financial Bank, and President and Partner of Brixey & Meyer Capital | | | 2004 | | | | | | | | | | | | M | | | | | | | |
| Susan L. Knust | | | 69 | | | YES | | | Owner and Managing Partner of several businesses that own, lease and manage industrial and commercial real estate | | | 2005 | | | | | | M | | | | | | | | | C | | | | |
| William J. Kramer | | | 62 | | | YES | | | Vice President Finance and CFO and director of Valco Companies, Inc. | | | 2005 | | | M | | | C | | | | | | | | | | | | | |
| Dawn C. Morris | | | 55 | | | YES | | | Founder and CEO of Growth Partners Group | | | N | | | | | | | | | | | | | | | | | | | |
| Thomas M. O’Brien | | | 66 | | | YES | | | Owner of Simpactful Consulting | | | 2018 | | | | | | M | | | M | | | | | | | | | M | |
| Andre T. Porter | | | 43 | | | YES | | | Senior Vice President, General Counsel and Corporate Secretary of Midcontinent Independent System Operator, Inc. | | | N | | | | | | | | | | | | | | | | | | | |
| Maribeth S. Rahe | | | 74 | | | YES | | | President and Chief Executive Officer of Fort Washington Investment Advisors, Inc. | | | 2010 | | | C | | | | | | | | | | | | M | | | | |
| Gary W. Warzala | | | 67 | | | YES | | | Executive Partner at Gartner, Inc. | | | 2022 | | | | | | | | | | | | VC | | | M | | | | |
| 2023 Proxy Statement | Proxy and Annual Meeting Summary | | | 5 | |
| Senior Leadership Experience | | | Business Development/M&A Experience | | | Public Company Experience | | | Financial Industry Experience | | | Business Owner Experience | |
| 12 directors | | | 10 directors | | | 3 directors | | | 6 directors | | | 8 directors | |
| Accounting/Financial Reporting Experience | | | Legal or Regulatory Experience | | | Risk Management Experience | | | Sales/Marketing Experience | | | Cybersecurity/Technology Experience | |
| 5 directors | | | 7 directors | | | 6 directors | | | 3 directors | | | 1 director | |
| Current Board Diversity Matrix (as of March 24, 2023) | | ||||||||||||
| Total Number of Directors | | | 11 | | |||||||||
| | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Part 1: Gender Identity: | | | | | | | | | | | | | |
| Directors | | | 4 | | | 7 | | | — | | | — | |
| Part II: Demographic Background | | | | | | | | | | | | | |
| African American or Black | | | 1 | | | — | | | — | | | — | |
| Alaskan Native or American Indian | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | — | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 3 | | | 7 | | | — | | | — | |
| Two or More Races or Ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did not Disclose LGBTQ+ | | | — | | |||||||||
| Did not Disclose Demographic Background | | | — | |
| 6 | | | 2023 Proxy Statement | Proxy and Annual Meeting Summary | |
| Governance Summary | | | | |
| Total Number of Board Nominees | | | 12 | |
| Number of Independent Nominees | | | 11 | |
| Average Age of Director Nominees | | | 63.5 | |
| Average Tenure of Nominees | | | 8 | |
| Number of Female Nominees | | | 4 | |
| Number of Ethnically Diverse Nominees | | | 2 | |
| Meetings of the Board in 2022 | | | 9 | |
| Meetings of the Independent Directors in 2022 | | | 8 | |
| Annual Election of Directors | | | YES | |
| Majority Voting in Uncontested Director Elections | | | YES | |
| Separate Chair, CEO and Lead Independent Director | | | YES | |
| Corporate Governance Standards Reviewed Annually | | | YES | |
| Annual Board and Committee Evaluations | | | YES | |
| Director Over-Boarding Limits | | | YES | |
| Board Orientation and Director Education Programs | | | YES | |
| Independent Board Compensation, Governance and Audit Committees | | | YES | |
| Board Oversight of Environmental, Social and Governance Programs | | | YES | |
| Codes of Conduct for Board and all Associates | | | YES | |
| Stock Ownership Guidelines for Board and Executive Officers | | | YES | |
| Anti-Hedging and Pledging Policy | | | YES | |
| Clawback Policy | | | YES | |
| 2023 Proxy Statement | Proxy and Annual Meeting Summary | | | 7 | |
| 8 | | | 2023 Proxy Statement | Questions and Answers about this Proxy Statement and the Annual Meeting | |
| 2023 Proxy Statement | Questions and Answers about this Proxy Statement and the Annual Meeting | | | 9 | |
| 10 | | | 2023 Proxy Statement | Questions and Answers about this Proxy Statement and the Annual Meeting | |
| Proposal | | | Approval Required | | | Effect of an Abstention (or Withheld Vote with respect to Proposal 1) | | | Effect of a Broker Non-Vote | |
| 1. Election of Directors | | | Affirmative vote of a plurality | | | No effect on election voting but see “Policy on Majority Voting” in the Corporate Governance section of this proxy statement | | | No effect | |
| 2. Ratify the Appointment of Crowe LLP as our Independent Registered Accounting Firm for 2023 | | | Majority of votes present, in person or by proxy, and entitled to vote | | | Will be treated as a vote AGAINST the proposal | | | Not Applicable | |
| 3. Approve, on an Advisory Basis, the compensation of the Company’s Executive Officers | | | Majority of votes present, in person or by proxy, and entitled to vote | | | Will be treated as a vote AGAINST the proposal | | | No effect | |
| 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Officer Compensation | | | The frequency receiving the highest number of votes cast will be considered | | | No effect | | | No effect | |
| 2023 Proxy Statement | Questions and Answers about this Proxy Statement and the Annual Meeting | | | 11 | |
| 12 | | | 2023 Proxy Statement | Questions and Answers about this Proxy Statement and the Annual Meeting | |
| | | | | The Board recommends a vote FOR all of the nominees for director. | | |
| 2023 Proxy Statement | Proposal 1—Election of Directors | | | 13 | |
| | | William G. Barron Mr. Barron served as Chairman and President of Wm. G. Barron Enterprises, Inc., a commercial real estate broker, manager and developer, from June 1994 to his retirement in January 2022. | | | | Age: | | | 73 | | |
| Director Since: | | | 2018 | | |||||||
| 2022 Committees: | | | Enterprise Risk and Compliance (Chair) Corporate Governance and Nominating | | |||||||
| | | | | |
| 14 | | | 2023 Proxy Statement | Proposal 1—Election of Directors | |
| | | Vincent A. Berta Mr. Berta currently serves as the President and Managing Director of Covington Capital, LLC. Mr. Berta has served as Lead Independent Director since 2020. | | | | Age: | | | 64 | | |
| Director Since: | | | 2018 | | |||||||
| 2022 Committees: | | | Audit Corporate Governance and Nominating (Chair) | | |||||||
| | | | | |
| 2023 Proxy Statement | Proposal 1—Election of Directors | | | 15 | |
| | | Cynthia O. Booth Ms. Booth is the President, Chief Executive Officer and Owner of Emerge Manufacturing | | | | Age: | | | 65 | | |
| Director Since: | | | 2010 | | |||||||
| 2022 Committees: | | | Enterprise Risk and Compliance Diversity and Inclusion (Chair) | | |||||||
| | | | | |
| 16 | | | 2023 Proxy Statement | Proposal 1—Election of Directors | |
| | | Archie M. Brown Mr. Brown is the President and Chief Executive Officer of First Financial Bancorp. and First Financial Bank. | | | | Age: | | | 62 | | |
| Director Since: | | | 2018 | | |||||||
| 2022 Committees: | | | Diversity and Inclusion | | |||||||
| | | | | |
| 2023 Proxy Statement | Proposal 1—Election of Directors | | | 17 | |
| | | Claude E. Davis Mr. Davis is the Board Chair of First Financial Bancorp. and First Financial Bank. | | | | Age: | | | 62 | | |
| Director Since: | | | 2004 | | |||||||
| 2022 Committees: | | | Enterprise Risk and Compliance | | |||||||
| | | | | |
| 18 | | | 2023 Proxy Statement | Proposal 1—Election of Directors | |
| | | Susan L. Knust Ms. Knust is the owner and managing partner or president of several businesses engaged in the ownership, leasing and management of commercial real estate. | | | | Age: | | | 69 | | |
| Director Since: | | | 2005 | | |||||||
| 2022 Committees: | | | Capital Markets (Chair) Compensation | | |||||||
| | | | | |
| 2023 Proxy Statement | Proposal 1—Election of Directors | | | 19 | |
| | | William J. Kramer Mr. Kramer is the Vice President of Finance and CFO and a member of the board of directors of Valco Industries, Inc. | | | | Age: | | | 62 | | |
| Director Since: | | | 2005 | | |||||||
| 2022 Committees: | | | Audit Compensation (Chair) | | |||||||
| | | | | |
| 20 | | | 2023 Proxy Statement | Proposal 1—Election of Directors | |
| | | Dawn C. Morris Ms. Morris is the Founder and CEO of Growth Partners Group | | | | Age: | | | 55 | | |
| Director Since: | | | New Director | | |||||||
| | | | |||||||||
| | | | | |
| 2023 Proxy Statement | Proposal 1—Election of Directors | | | 21 | |
| | | Thomas M. O’Brien Mr. O’Brien is the founder of Simpactful Consulting | | | | Age: | | | 66 | | |
| Director Since: | | | 2018 | | |||||||
| 2022 Committees: | | | Compensation Corporate Governance and Nominating | | |||||||
| | | | | |
| 22 | | | 2023 Proxy Statement | Proposal 1—Election of Directors | |
| | | Andre T. Porter Mr. Porter is the Senior Vice President, General Counsel and Corporate Secretary of Midcontinent Independent System Operator, Inc. | | | | Age: | | | 43 | | |
| Director Since: | | | New Director | | |||||||
| | | | |||||||||
| | | | | |
| 2023 Proxy Statement | Proposal 1—Election of Directors | | | 23 | |
| | | Maribeth S. Rahe Ms. Rahe is the President and Chief Executive Officer of Fort Washington Investment Advisors, Inc. | | | | Age: | | | 74 | | |
| Director Since: | | | 2010 | | |||||||
| 2022 Committees: | | | Audit (Chair) Capital Markets | | |||||||
| | | | | |
| 24 | | | 2023 Proxy Statement | Proposal 1—Election of Directors | |
| | | Gary W. Warzala Mr. Warzala is an Executive Partner at Gartner, Inc. | | | | Age: | | | 67 | | |
| Director Since: | | | 2022 | | |||||||
| 2022 Committees: | | | Capital Markets Enterprise Risk & Compliance (Vice Chair) | | |||||||
| | | | | |
| 2023 Proxy Statement | Proposal 1—Election of Directors | | | 25 | |
| Fees by Category | | | 2022 | | | 2021 | | ||||||
| Audit Fees | | | | | $1,172,000 | | | | | | $1,220,500 | | |
| Audit-Related Fees | | | | | $101,400 | | | | | | $93,000 | | |
| Tax Fees | | | | | $120,475 | | | | | | $101,363 | | |
| All Other Fees | | | | | $0 | | | | | | $0 | | |
| TOTAL | | | | | $1,393,875 | | | | | | $1,414,863 | | |
| | | | | The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | | |
| 26 | | | 2023 Proxy Statement | | | | Proposal 2—Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2023 | |
| 2023 Proxy Statement | Proposal 2—Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2023 | | | 27 | |
| | | | | The Board of Directors recommends a vote FOR the approval of the advisory resolution on executive compensation. | | |
| 28 | | | 2023 Proxy Statement | Proposal 3—Non-Binding, Advisory Vote to Approve Executive Officer Compensation | |
| | | | | The Board of Directors recommends a vote for a frequency of “1 Year” for future advisory votes on executive compensation. | | |
| 2023 Proxy Statement | Proposal 4—Non-Binding, Advisory Vote on Frequency of Future Advisory Votes on Executive Officer Compensation | | | 29 | |
| | | | Amount and Nature of Beneficial Ownership of Common Shares | | | Percentage of Class | | ||||||
| BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | | | | | 13,510,4831 | | | | | | 14.20% | | |
| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | | | | 10,759,1412 | | | | | | 11.34% | | |
| Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 | | | | | 6,389,3393 | | | | | | 6.70% | | |
| Macquarie Group Limited 50 Martin Place Sydney, New South Wales, Australia | | | | | 6,128,8154 | | | | | | 6.46% | | |
| 30 | | | 2023 Proxy Statement | Share Ownership | |
| | | | Amount and Nature of Beneficial Ownership | | |||||||||
| Name | | | Common Shares Beneficially Owned | | | Percent of Class | | ||||||
| Non-Employee Directors | | | | | | | | | | | | | |
| William G. Barron | | | | | 823,5502 | | | | | | * | | |
| Vincent A. Berta | | | | | 32,4233 | | | | | | * | | |
| Cynthia O. Booth | | | | | 36,066 | | | | | | * | | |
| Claude E. Davis | | | | | 75,9064 | | | | | | * | | |
| Corinne R. Finnerty | | | | | 69,1275 | | | | | | * | | |
| Susan L. Knust | | | | | 58,6296 | | | | | | * | | |
| William J. Kramer | | | | | 40,524 | | | | | | * | | |
| Dawn C. Morris | | | | | 0 | | | | | | * | | |
| Thomas M. O’Brien | | | | | 58,4387 | | | | | | * | | |
| Andre T. Porter | | | | | 0 | | | | | | * | | |
| Maribeth S. Rahe | | | | | 51,217 | | | | | | * | | |
| Gary W. Warzala | | | | | 2,940 | | | | | | * | | |
| Named Executive Officers | | | | | | | | | | | | | |
| Archie M. Brown | | | | | 250,9961,8 | | | | | | * | | |
| James M. Anderson | | | | | 109,6381,9 | | | | | | * | | |
| Richard S. Dennen | | | | | 101,9901 | | | | | | * | | |
| John M. Gavigan | | | | | 63,0831 | | | | | | * | | |
| Karen B. Woods | | | | | 59,7201 | | | | | | * | | |
| 3 remaining executive officers | | | | | 126,842 | | | | | | * | | |
| All executive officers and directors as a group (20 persons) | | | | | 1,961,089 | | | | | | 2.06% | | |
| 2023 Proxy Statement | Share Ownership | | | 31 | |
| 32 | | | 2023 Proxy Statement | Share Ownership | |
| | Why do we exist? We exist to be a positive influence to help our clients and communities thrive. | | |
| | What do we believe in? | | |
| | Our Company We are confident in our collective abilities and believe that lives are made better by our existence. | | |
| | Whole-life Balance Our associates should experience wellbeing in all areas of their lives. | | |
| | Being in-it Together Our team-based approach means we are all in it together—we collaborate and innovate to improve the lives of others. | | |
| | Mutual Respect We seek out, value and respect differences—in opinions, expertise and experiences. | | |
| | Doing the Right Thing We do the right thing for each other, our clients, communities and shareholders. | | |
| 2023 Proxy Statement | Corporate Governance | | | 33 | |
| | Please visit the Corporate Governance portion of our investor relations website (at www.bankatfirst.com/about/investor-relations.html) to learn more about our corporate governance practices and access the following documents: | | | |||
| | ■ Code of Conduct ■ Corporate Governance Principles | | | ■ Code of Ethics for the CEO and Senior Financial Officers ■ Charters for our Board Committees | | |
| 34 | | | 2023 Proxy Statement | Corporate Governance | |
| | Our Board assumes a significant oversight role in risk management both through its actions as a whole and through its committees. Additional information concerning each of the following committees may be found in the “Corporate Governance—Board Committees” section of this proxy statement. | | | |||
| | ■ The Audit Committee reviews our internal control systems to manage and monitor financial reporting and accounting risk with management and our internal audit department. ■ The Capital Markets Committee oversees the Company’s capital markets, treasury and capital planning activities. ■ The Corporate Governance and Nominating Committee (“CGNC”) oversees our corporate governance functions, including general oversight of our environmental, social and governance (“ESG”) initiatives and reporting. | | | ■ The Executive Compensation Committee evaluates, with our senior officers, risks posed by our incentive compensation programs and seeks to limit any unnecessary or excessive risks these programs may pose to us, in order to avoid programs that might encourage such risks. ■ The Enterprise Risk and Compliance Committee assists the Board in overseeing enterprise-wide risks, including credit, regulatory compliance, market, operational, technology, legal, strategic, and reputation risks. ■ The Diversity and Inclusion Committee oversees the Company’s diversity, equity and inclusion initiatives. | | |
| | While each of these committees is responsible for evaluating certain risks and overseeing the management of these risks, the entire Board is regularly informed through committee reports and direct presentations by management about such risks. Select members of management attend our Board and Board committee meetings (other than executive sessions) and are available for questions regarding particular areas of risk. | | |
| 2023 Proxy Statement | Corporate Governance | | | 35 | |
| Who participates: | | | How we Communicate: | | | What was discussed: | |
| ■ Lead Director and CGNC Chair ■ CEO, CFO and Chief Credit Officer ■ General Counsel ■ Chief Corporate Responsibility Officer ■ Additional independent directors as needed | | | ■ Investor conferences ■ Quarterly earnings calls ■ Annual shareholder outreach | | | ■ ESG, and the Company’s plans to expand reporting ■ The Company’s efforts around diversity and inclusion ■ Efforts to reach unbanked and underbanked communities ■ Board refreshment ■ Plans for compliance with the SEC’s proposed climate reporting rules ■ Cyber risk reporting and monitoring | |
| 36 | | | 2023 Proxy Statement | Corporate Governance | |
| Evaluating Nominees | |
| Policy on Majority Voting | |
| 2023 Proxy Statement | Corporate Governance | | | 37 | |
| Shareholder Nominations for Election to the Board | |
| | The succession planning process addresses | | | |||
| | ■ our chief executive officer position, ■ the positions directly reporting to the chief executive officer, and | | | ■ senior-level managers enterprise-wide. | | |
| | Management regularly identifies high-potential executives for | | | |||
| | ■ additional responsibilities, ■ new positions, ■ promotions, | | | ■ or similar assignments to expose them to diverse operations within the Company, with the goal of developing well-rounded and experienced senior leaders. | | |
| | The CGNC reports to the full Board on its findings and the Board deliberates in executive session on the CEO succession plan. | | |
| 38 | | | 2023 Proxy Statement | Corporate Governance | |
| | Audit Committee | | |
| ■ Monitor the integrity of the consolidated financial statements of the Company. | | | ■ Monitor compliance with the Company’s Code of Conduct and Code of Ethics for the CEO and Senior Financial Officers. | |
| ■ Evaluate and monitor the qualifications and independence of the Company’s independent auditors. | | | ■ Evaluate and monitor the performance of the Company’s internal audit function and independent auditors, with respect to First Financial and its subsidiaries | |
| | Compensation Committee | | |
| ■ Determine and approve the compensation of the CEO and each executive officer of the Company. | | | ■ Evaluate the performance of the Company’s CEO for all elements of compensation and all other executive officers with respect to incentive goals and compensation. | |
| ■ Review and evaluate all equity and benefit plans of the Company. | | | ■ Oversee the preparation of the compensation discussion and analysis and recommend to the full Board its inclusion in the annual proxy statement. | |
| 2023 Proxy Statement | Corporate Governance | | | 39 | |
| ■ Annually review the incentive compensation arrangements to see that such arrangements do not encourage unnecessary and excessive risks that threaten the value of the Company. | | | ■ Recommend to the Board compensation for non-employee directors. | |
| | Corporate Governance and Nominating Committee | | |
| ■ Develop and periodically review the effectiveness of the Company’s Corporate Governance Principles. | | | ■ Monitor and protect the Board’s independence. | |
| ■ Consult with the Chair of the Board concerning the appropriate Board committee structures and appointment of members to each committee of the Board. | | | ■ Establish procedures for the director nomination process and recommend nominees for election to the Board. | |
| ■ Oversee the formal evaluation of the Board and all Board committees, including any formal assessment of individual directors. | | | ■ Review shareholder proposals and proposed responses. | |
| ■ Promote the quality of directors through continuing education experiences. ■ Oversee the Company’s Corporate Responsibility program and strategies, including oversight of governance and environmental initiatives. | | | ■ Annually delegate to the respective committees of the Board or to management, the authority and responsibility for reviewing and approving policies and procedures of the Board (including the board of directors of First Financial Bank) in connection with the Company’s ERM program. | |
| | Enterprise Risk and Compliance Committee | | |
| ■ Review with management the Company’s procedures and techniques to measure the Company’s risk exposures and for identifying, evaluating and managing the significant risks to which the Company is exposed and approve related policies. | | | ■ Monitor the Company’s risk management performance and ensure that the Company’s risk management policies for significant risks are being adhered to. | |
| ■ Consider and provide advice to the Board on the risk impact of any strategic decision that the Board may be contemplating. | | | ■ Periodically examine the risk culture of the Company. | |
| ■ Periodically set the risk appetite for the Company and monitor compliance with the risk appetite statement including development of risk tolerances, targets and limits. | | | ■ Review the Company’s credit portfolio. | |
| ■ Review disclosures regarding risk in annual and, if necessary, quarterly SEC filings. | | | | |
| 40 | | | 2023 Proxy Statement | Corporate Governance | |
| | Capital Markets Committee | | |
| ■ Monitor the management of the purchase, sale, exchange, and other disposition of the investments of the Company, including review of management reports concerning current equity debt security investment positions. | | | ■ Monitor the investment activities of the Company to ensure compliance with external regulations and the Company’s applicable policies including requirements relating to composition, diversification, credit risk, and yield. | |
| ■ Monitor the capital position of the Company and the capital management activities undertaken by the Company to ensure that capital levels are maintained in accordance with regulatory requirements and management directives. | | | ■ Monitor and oversee interest rate risk, capital market activities, the investment portfolio, and capital planning of First Financial Bank. | |
| | Diversity and Inclusion Committee | | |
| ■ Oversee the DEI Council to advance the diversity, equity and inclusion vision of the Company. | | | ■ Monitor activities in building and developing employees’ personal and professional awareness and understanding of diversity, equity and inclusion through education, training and opportunities. | |
| ■ Monitor the development and implementation of the Company’s diversity, equity and inclusion goals and initiatives, including proper alignment of leadership, and diverse talent recruitment and career advancement. | | | ■ Monitor the messaging and community outreach to ensure First Financial Bank is connecting with diverse consumers and supporting community events that align with our values. | |
| 2023 Proxy Statement | Corporate Governance | | | 41 | |
| 42 | | | 2023 Proxy Statement | Corporate Governance | |
| I. Executive Summary | |
| Name | | | Title | |
| Archie M. Brown | | | President and Chief Executive Officer | |
| James M. Anderson | | | Chief Financial Officer | |
| Richard S. Dennen | | | Chief Corporate Banking Officer | |
| Karen B. Woods | | | General Counsel and Chief Administrative Officer | |
| John M. Gavigan1 | | | Chief Operating Officer | |
| 2023 Proxy Statement | Executive Compensation | | | 43 | |
| What We Do | | | What We Don’t Do | |
| ✓ Mandate that all members of the Compensation Committee must be independent | | | ✗ Include tax gross-ups in our compensation plans | |
| ✓ Impose robust stock ownership guidelines on our executive officers | | | ✗ Provide our executives with significant perquisites | |
| ✓ Emphasize long-term compensation for executives, including a three-year vesting period on all long-term incentive awards | | | ✗ Pay dividends on unvested restricted stock. All dividends accrue and are paid only on earned shares once the stock has vested | |
| ✓ Regularly obtain guidance from an independent compensation consultant as to the amount and design of compensation | | | ✗ Allow our directors, executives or other employees to hedge, pledge or sell short our stock | |
| ✓ Require a double trigger in the event of a change in control (both a change in control and an involuntary termination or reduction in compensation must occur) before severance awards may be paid | | | ✗ Allow shares forfeited under our equity plans to be re-issued (share recycling) | |
| ✓ Require a double trigger for the acceleration of vesting of our equity awards in the event of a change in control | | | ✗ Allow for the repricing of any stock options | |
| ✓ Require a clawback of incentive compensation in the event of fraud that results in the restatement of our financial statements or willful misconduct | | | | |
| ✓ Permit discretion by the Compensation Committee to adjust compensation for various factors, including its assessment of the quality of risk management | | | | |
| ✓ Consider the Company’s “say-on-pay” vote results when making compensation decisions | | | | |
| II. Compensation Philosophy and Objectives | |
| 44 | | | 2023 Proxy Statement | Executive Compensation | |
| | ■ Support a pay-for-performance culture that results in the growth of long-term shareholder value. ■ For executives, a higher percentage of pay should be variable based on the achievement of corporate financial goals. The compensation program should also promote stock ownership to enhance alignment with shareholders. ■ For non-executives, compensation should motivate both corporate and individual goals. | | |
| | ■ Drive alignment with the Company’s strategic plan and business goals, creating a clear line of sight between objectives and the rewards for achieving them. | | |
| | ■ Be competitive within the market to enable the Company to attract and retain high performing employees who are critical to the Company’s success. | | |
| | ■ Incorporate proper governance practices and be structured to ensure employees are not incentivized to take unnecessary or excessive risks. | | |
| | ■ Be fair, internally equitable and flexible when appropriate and necessary. | | |
| III. Compensation Decision-Making | |
| 2023 Proxy Statement | Executive Compensation | | | 45 | |
| 46 | | | 2023 Proxy Statement | Executive Compensation | |
| Name of Institution | | | Asset Size as of Q4 2022 (In Billions) | | |||
| Commerce Bancshares, Inc. | | | | | $31.9 | | |
| United Bankshares, Inc. | | | | | $29.5 | | |
| Simmons First National Corporation | | | | | $27.5 | | |
| Fulton Financial Corporation | | | | | $26.9 | | |
| Ameris Bancorp | | | | | $25.1 | | |
| United Community Banks, Inc. | | | | | $24.0 | | |
| Atlantic Union Bankshares Corporation | | | | | $20.5 | | |
| Heartland Financial USA, Inc. | | | | | $20.2 | | |
| Trustmark Corporation | | | | | $18.0 | | |
| First Merchants Corporation | | | | | $17.9 | | |
| Renasant Corporation | | | | | $17.0 | | |
| Peer Median | | | | | $17.0 | | |
| WesBanco, Inc. | | | | | $16.9 | | |
| TowneBank | | | | | $15.8 | | |
| Northwest Bancshares, Inc. | | | | | $14.1 | | |
| Sandy Spring Bancorp, Inc. | | | | | $13.8 | | |
| First Financial Bankshares, Inc. | | | | | $13.0 | | |
| FB Financial Corporation | | | | | $12.8 | | |
| First Busey Corporation | | | | | $12.3 | | |
| Park National Corporation | | | | | $9.9 | | |
| First Commonwealth Financial Corporation | | | | | $9.8 | | |
| S&T Bancorp, Inc. | | | | | $9.1 | | |
| First Financial Bancorp | | | | | $17.0 | | |
| IV. Compensation of Executives in 2022 | |
| 2023 Proxy Statement | Executive Compensation | | | 47 | |
| | Primary Elements of Compensation: | | |
| | | | | | | | | | | | | | | | | | | | |
| | Base Salary— To competitively compensate executives for day-to-day contributions, skills, experience, and expertise. | | | | | | | | Short-Term Incentive Compensation— To motivate executives through the opportunity to share in the rewards of the current year’s results. | | | | | | | | Long-Term Equity Incentive Compensation— To motivate executives through the opportunity to share in the rewards of sustained long-term results and value creation consisting of both time- and performance-based restricted stock. | | |
| | Additional Benefits: | | |
| | To provide competitive benefits that encourage retention by supporting the security and protection of executives and their families, including: ■ Employment agreements and change in control and severance agreements; ■ Retirement and other benefits; and ■ Limited perquisites and other personal benefits. | | |
| 48 | | | 2023 Proxy Statement | Executive Compensation | |
| 2023 Proxy Statement | Executive Compensation | | | 49 | |
| Named Executive Officer | | | 2021 Base Salary | | | Percentage Increase | | | 2022 Base Salary | | |||||||||
| Archie M. Brown | | | | | $800,207 | | | | | | 3.1% | | | | | | $825,000 | | |
| James M. Anderson | | | | | $410,000 | | | | | | 4.9% | | | | | | $430,000 | | |
| Richard Dennen | | | | | $495,000 | | | | | | 3.0% | | | | | | $510,000 | | |
| Karen B. Woods | | | | | $380,000 | | | | | | 5.3% | | | | | | $400,000 | | |
| John M. Gavigan | | | | | $365,000 | | | | | | 5.5% | | | | | | $385,000 | | |
| Named Executive Officer | | | Target STIP (as a percentage of base salary) | | |||
| Archie M. Brown | | | | | 85% | | |
| James M. Anderson | | | | | 60% | | |
| Richard Dennen | | | | | 60% | | |
| Karen B. Woods | | | | | 60% | | |
| John M. Gavigan | | | | | 55% | | |
| 50 | | | 2023 Proxy Statement | Executive Compensation | |
| Measure | | | Relative to: | | | Weighting | | | Rationale | | |||
| Return on Assets | | | KBW Index | | | | | 40% | | | | The Compensation Committee believes that relative ROA has a strong correlation to shareholder value and provides an incentive to Company executives to achieve top quartile performance among its peers. | |
| Classified Assets | | | KBW Index | | | | | 30% | | | | The Compensation Committee believes that relative classified assets emphasizes the Company’s commitment to a quality loan portfolio, rather than just portfolio growth, which in turn enhances shareholder value and the long-term success of the Company. | |
| Earnings Per Share Growth | | | KBW Index | | | | | 30% | | | | The Compensation Committee believes that relative EPS growth, rewards executives for Company earnings performance controlled for factors that affect the entire banking industry, such as the effects of the COVID-19 pandemic or rapidly rising or falling interest rates. | |
| 2023 Proxy Statement | Executive Compensation | | | 51 | |
| | | | | | | | | | Payout | | |||||||||
| Metric | | | Weight | | | <25% of Peers | | | 50% of Peers | | | 75% of Peers | | | >90% of Peers | | |||
| Return on Assets | | | | | 40% | | | | 0% Target Payout | | | 100% Target Payout | | | 150% Target Payout | | | 200% Target Payout | |
| Classified Assets | | | | | 30% | | | | 0% Target Payout | | | 100% Target Payout | | | 150% Target Payout | | | 200% Target Payout | |
| Earnings Per Share Growth | | | | | 30% | | | | 0% Target Payout | | | 100% Target Payout | | | 150% Target Payout | | | 200% Target Payout | |
| Measure | | | Weighting | | | FFBC Results | | | FFBC Ranking (percentile) | | | Payout % of Target | | | Peer1 Group Component Median (%) | | | Peer1 Group Component Top Quartile (%) | | | Peer1 Group Component Lowest Quartile (%) | | |||||||||||||||||||||
| Return on Assets | | | | | 40% | | | | | | 1.36% | | | | | | 77.6 | | | | | | 158.7 | | | | | | 1.15 | | | | | | 1.34 | | | | | | 1.04 | | |
| Classified Assets | | | | | 30% | | | | | | 0.75% | | | | | | 53.7 | | | | | | 107.4 | | | | | | 0.79 | | | | | | 0.56 | | | | | | 1.08 | | |
| Earnings per Share Growth | | | | | 30% | | | | | | 3.17% | | | | | | 60.4 | | | | | | 120.8 | | | | | | 1.46 | | | | | | 9.04 | | | | | | (10.18) | | |
| Weighted Average Total Payout | | | | | | | | | | | | | | | | | | | | | | | 131.9 | | | | | | | | | | | | | | | | | | | | |
| Named Executive Officer | | | Cash STIP Payout | | |||
| Archie M. Brown | | | | | $912,146 | | |
| James M. Anderson | | | | | $337,787 | | |
| Richard Dennen | | | | | $401,728 | | |
| Karen B. Woods | | | | | $310,063 | | |
| John M. Gavigan | | | | | $276,993 | | |
| 52 | | | 2023 Proxy Statement | Executive Compensation | |
| | | | | | | | | | KBW Index Results | | | FFBC Results | | | FFBC Percentile Ranking | | | Payout | | ||||||||||||||||||
| Measure | | | 25th Percentile | | | Median | | | 75th Percentile | | |||||||||||||||||||||||||||
| Return on Assets | | | | | 0.99 | | | | | | 1.19 | | | | | | 1.40 | | | | | | 1.30 | | | | | | 66.1 | | | | | | 120.4 | | |
| Total Return (%) | | | | | 29.90 | | | | | | 44.21 | | | | | | 72.96 | | | | | | 17.64 | | | | | | 7.0 | | | | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | Total Payout | | | | | | | | | | | 60.2 | | |
| | | | | | | | | | KBW Index Results | | | FFBC Results | | | FFBC Percentile Ranking | | | Payout | | ||||||||||||||||||
| Measure | | | 25th Percentile | | | Median | | | 75th Percentile | | |||||||||||||||||||||||||||
| Return on Assets | | | | | 0.96 | | | | | | 1.14 | | | | | | 1.34 | | | | | | 1.26 | | | | | | 67.9 | | | | | | 126.3 | | |
| Total Return (%) | | | | | 0.27 | | | | | | 10.42 | | | | | | 19.68 | | | | | | 9.28 | | | | | | 44.7 | | | | | | 78.1 | | |
| | | | | | | | | | | | | | | | | | | | | | Total Payout | | | | | | | | | | | 102.2 | | |
| 2023 Proxy Statement | Executive Compensation | | | 53 | |
| | | | Grant Date | | | LTI Target (% of base salary) | | | Grant Date Value1 | | | Total Number of Shares Granted | | | Shares of Performance- based Restricted Stock Granted | | | Shares of Time-based Restricted Stock Granted | | ||||||||||||||||||
| Archie M. Brown | | | | | 3/1/22 | | | | | | 115% | | | | | | $948,780 | | | | | | 40,408 | | | | | | 20,204 | | | | | | 20,204 | | |
| James M. Anderson | | | | | 3/1/22 | | | | | | 70% | | | | | | $301,014 | | | | | | 12,820 | | | | | | 6,410 | | | | | | 6,410 | | |
| Richard Dennen | | | | | 3/1/22 | | | | | | 70% | | | | | | $357,036 | | | | | | 15,206 | | | | | | 7,603 | | | | | | 7,603 | | |
| Karen B. Woods | | | | | 3/1/22 | | | | | | 70% | | | | | | $280,022 | | | | | | 11,926 | | | | | | 5,963 | | | | | | 5,963 | | |
| John M. Gavigan | | | | | 3/1/22 | | | | | | 60% | | | | | | $231,044 | | | | | | 9,840 | | | | | | 4,920 | | | | | | 4,920 | | |
| 54 | | | 2023 Proxy Statement | Executive Compensation | |
| V. Compensation of Executives in 2023 | |
| VI. Policies, Guidelines and Other Practices | |
| 2023 Proxy Statement | Executive Compensation | | | 55 | |
| 56 | | | 2023 Proxy Statement | Executive Compensation | |
| 2023 Proxy Statement | Executive Compensation | | | 57 | |
| 58 | | | 2023 Proxy Statement | 2022 Board Compensation | |
| Name | | | Fees Earned or Paid in Cash1 ($) | | | Stock Awards2 ($) | | | All Other Compensation3 ($) | | | Total ($) | | ||||||||||||
| William G. Barron | | | | | 61,667 | | | | | | 60,000 | | | | | | 1,871 | | | | | | 123,538 | | |
| Vincent A. Berta | | | | | 77,917 | | | | | | 60,000 | | | | | | 1,871 | | | | | | 139,788 | | |
| Cynthia O. Booth | | | | | 67,084 | | | | | | 60,000 | | | | | | 1,871 | | | | | | 128,955 | | |
| Claude E. Davis | | | | | 115,417 | | | | | | 60,000 | | | | | | 8,419 | | | | | | 183,836 | | |
| Corinne R. Finnerty | | | | | 52,917 | | | | | | 60,000 | | | | | | 1,871 | | | | | | 114,788 | | |
| Susan L. Knust | | | | | 58,750 | | | | | | 60,000 | | | | | | 1,871 | | | | | | 120,621 | | |
| William J. Kramer | | | | | 62,917 | | | | | | 60,000 | | | | | | 1,871 | | | | | | 124,788 | | |
| John T. Neighbours4 | | | | | 20,834 | | | | | | 0 | | | | | | 1,871 | | | | | | 22,705 | | |
| Thomas M. O’Brien | | | | | 57,084 | | | | | | 60,000 | | | | | | 1,871 | | | | | | 118,955 | | |
| Maribeth S. Rahe | | | | | 65,834 | | | | | | 60,000 | | | | | | 1,871 | | | | | | 127,705 | | |
| Gary W. Warzala5 | | | | | 36,250 | | | | | | 60,000 | | | | | | 0 | | | | | | 96,250 | | |
| 2023 Proxy Statement | 2022 Board Compensation | | | 59 | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)3 | | | Non-Equity Incentive Plan Compensation ($)4 | | | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)5 | | | All Other Compensation ($)6 | | | Total ($) | | ||||||||||||||||||||||||
| Archie M. Brown Chief Executive Officer | | | | | 2022 | | | | | | $820,432 | | | | | | $100 | | | | | | $948,780 | | | | | | $912,146 | | | | | | $48,024 | | | | | | $67,235 | | | | | | $2,796,717 | | |
| | | 2021 | | | | | | 800,207 | | | | | | 300 | | | | | | 1,098,098 | | | | | | 999,939 | | | | | | 92,331 | | | | | | 63,372 | | | | | | 3,054,247 | | | |||
| | | 2020 | | | | | | 800,207 | | | | | | 200 | | | | | | 880,010 | | | | | | 640,166 | | | | | | 95,758 | | | | | | 23,743 | | | | | | 2,440,084 | | | |||
| James M. Anderson Chief Financial Officer | | | | | 2022 | | | | | | $426,154 | | | | | | $100 | | | | | | $301,014 | | | | | | $337,787 | | | | | | $21,286 | | | | | | $16,714 | | | | | | $1,103,055 | | |
| | | 2021 | | | | | | 410,000 | | | | | | 300 | | | | | | 329,362 | | | | | | 384,252 | | | | | | 41,780 | | | | | | 14,262 | | | | | | 1,179,956 | | | |||
| | | 2020 | | | | | | 407,693 | | | | | | 107 | | | | | | 246,040 | | | | | | 244,844 | | | | | | 41,204 | | | | | | 6,110 | | | | | | 945,998 | | | |||
| Richard S. Dennen1 Chief Corporate Banking Officer | | | | | 2022 | | | | | | $507,116 | | | | | | $350 | | | | | | $357,036 | | | | | | $401,728 | | | | | | $9,514 | | | | | | $15,429 | | | | | | $1,291,173 | | |
| | | 2021 | | | | | | 480,769 | | | | | | 200 | | | | | | 390,747 | | | | | | 455,832 | | | | | | 57,074 | | | | | | 17,471 | | | | | | 1,402,093 | | | |||
| Karen B. Woods General Counsel and Chief Administrative Officer | | | | | 2022 | | | | | | $396,154 | | | | | | $100 | | | | | | $280,022 | | | | | | $310,063 | | | | | | $18,826 | | | | | | $15,929 | | | | | | $1,021,094 | | |
| | | 2021 | | | | | | 380,000 | | | | | | 100 | | | | | | 298,794 | | | | | | 326,458 | | | | | | 37,627 | | | | | | 11,237 | | | | | | 1,054,216 | | | |||
| | | 2020 | | | | | | 377,692 | | | | | | 200 | | | | | | 228,036 | | | | | | 207,941 | | | | | | 38,085 | | | | | | 5,787 | | | | | | 857,741 | | | |||
| John M. Gavigan2 Chief Operating Officer | | | | | 2022 | | | | | | $381,305 | | | | | | $100 | | | | | | $231,044 | | | | | | $276,993 | | | | | | $3,843 | | | | | | $14,628 | | | | | | $907,913 | | |
| | | 2021 | | | | | | $365,000 | | | | | | $100 | | | | | | $286,998 | | | | | | $313,572 | | | | | | $47,108 | | | | | | $12,161 | | | | | | $1,024,939 | | | |||
| | | 2020 | | | | | | 362,693 | | | | | | 250 | | | | | | 219,036 | | | | | | 199,691 | | | | | | 47,812 | | | | | | 12,062 | | | | | | 841,544 | | |
| Archie Brown | | | | | $771,585 | | |
| Jamie Anderson | | | | | $225,760 | | |
| Rick Dennen | | | | | $267,778 | | |
| Karen Woods | | | | | $210,017 | | |
| John Gavigan | | | | | $173,282 | | |
| 60 | | | 2023 Proxy Statement | COMPENSATION TABLES | |
| | | | 2021 LTIP | | | Equity Portion of 2020 STIP | | ||||||
| Archie Brown | | | | | $880,230 | | | | | | $217,868 | | |
| Jamie Anderson | | | | | $246,015 | | | | | | $83,347 | | |
| Rick Dennen | | | | | $267,007 | | | | | | $123,740 | | |
| Karen Woods | | | | | $228,015 | | | | | | $70,779 | | |
| John Gavigan | | | | | $219,038 | | | | | | $67,960 | | |
| | | | Imputed Income Life Insurance | | | Accrued Dividends Paid on Vested Restricted Stock | | | Other | | | Total | | ||||||||||||
| Archie Brown | | | | | $4,356 | | | | | | $54,259 | | | | | | $8,620 | | | | | | $67,235 | | |
| Jamie Anderson | | | | | $1,518 | | | | | | $13,996 | | | | | | $1,200 | | | | | | $16,714 | | |
| Rick Dennen | | | | | $2,838 | | | | | | $12,591 | | | | | | $0 | | | | | | $15,429 | | |
| Karen Woods | | | | | $1,518 | | | | | | $13,211 | | | | | | $1,200 | | | | | | $15,929 | | |
| John Gavigan | | | | | $660 | | | | | | $12,768 | | | | | | $1,200 | | | | | | $14,628 | | |
| 2023 Proxy Statement | COMPENSATION TABLES | | | 61 | |
| | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plans1 | | | Estimated Future Payouts Under Equity Incentive Plans2 | | | All Other Stock Award: No. of Shares of Stock or Units3 | | | Grant Date Fair Value of Stock and Options Awards ($)4 | | ||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | |||||||||||||||||||||||||||||||||
| Archie M. Brown | | | | | | | | | | | $0 | | | | | | $701,250 | | | | | | $1,402,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,204 | | | | | | $474,390 | | | |||
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | 10,102 | | | | | | 20,204 | | | | | | 30,306 | | | | | | | | | | | | $474,390 | | | |||
| James M. Anderson | | | | | | | | | | | $0 | | | | | | $258,000 | | | | | | $516,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,410 | | | | | | $150,507 | | | |||
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | 3,205 | | | | | | 6,410 | | | | | | 9,615 | | | | | | | | | | | | $150,507 | | | |||
| Richard S. Dennen | | | | | | | | | | | $0 | | | | | | $306,000 | | | | | | $612,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,603 | | | | | | $178,518 | | | |||
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | 3,802 | | | | | | 7,603 | | | | | | 11,405 | | | | | | | | | | | | $178,518 | | | |||
| Karen B. Woods | | | | | | | | | | | $0 | | | | | | $240,000 | | | | | | $480,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,963 | | | | | | $140,011 | | | |||
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | 2,982 | | | | | | 5,963 | | | | | | 8,945 | | | | | | | | | | | | $140,011 | | | |||
| John M. Gavigan | | | | | | | | | | | $0 | | | | | | $211,750 | | | | | | $423,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,920 | | | | | | $115,522 | | | |||
| | | 3/1/2022 | | | | | | | | | | | | | | | | | | | | | | | | 2,460 | | | | | | 4,920 | | | | | | 7,380 | | | | | | | | | | | | $115,522 | | |
| 62 | | | 2023 Proxy Statement | COMPENSATION TABLES | |
| | | | Stock Awards | | |||||||||||||||||||||
| | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) | | | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) | | ||||||||||||
| Archie M. Brown | | | | | 7,4321 | | | | | | $180,077 | | | | | | 22,2905 | | | | | | $540,087 | | |
| | | 4,7482 | | | | | | $115,044 | | | | | | | | | | | | | | | |||
| | | 7,7863 | | | | | | $188,655 | | | | | | 19,4146 | | | | | | $470,401 | | | |||
| | | 11,1824 | | | | | | $270,940 | | | | | | 20,2047 | | | | | | $489,543 | | | |||
| James M. Anderson | | | | | 2,0781 | | | | | | $50,350 | | | | | | 6,2325 | | | | | | $151,001 | | |
| | | 2,5832 | | | | | | $62,586 | | | | | | | | | | | | | | | |||
| | | 3,6183 | | | | | | $87,664 | | | | | | 5,4266 | | | | | | $131,472 | | | |||
| | | 6,4104 | | | | | | $155,314 | | | | | | 6,4107 | | | | | | $155,314 | | | |||
| Richard S. Dennen | | | | | 2,2551 | | | | | | $54,639 | | | | | | 6,7635 | | | | | | $163,867 | | |
| | | 2,6992 | | | | | | $65,397 | | | | | | | | | | | | | | | |||
| | | 2,7643 | | | | | | $66,972 | | | | | | 5,8896 | | | | | | $142,690 | | | |||
| | | 5,3524 | | | | | | $129,679 | | | | | | 7,6037 | | | | | | $184,221 | | | |||
| Karen B. Woods | | | | | 1,9261 | | | | | | $46,667 | | | | | | 5,7765 | | | | | | $139,952 | | |
| | | 2,1932 | | | | | | $53,136 | | | | | | | | | | | | | | | |||
| | | 3,3533 | | | | | | $81,243 | | | | | | 5,0296 | | | | | | $121,853 | | | |||
| | | 5,9634 | | | | | | $144,483 | | | | | | 5,9637 | | | | | | $144,483 | | | |||
| John M. Gavigan | | | | | 1,8501 | | | | | | $44,826 | | | | | | 5,5485 | | | | | | $134,428 | | |
| | | 2,1062 | | | | | | $51,028 | | | | | | | | | | | | | | | |||
| | | 3,2213 | | | | | | $78,045 | | | | | | 4,8316 | | | | | | $117,055 | | | |||
| | | 4,9204 | | | | | | $119,212 | | | | | | 4,9207 | | | | | | $119,212 | | |
| 2023 Proxy Statement | COMPENSATION TABLES | | | 63 | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting1 (#) | | | Value Realized on Vesting ($) | | ||||||||||||
| Archie M. Brown | | | | | 14,273 | | | | | | $187,119 | | | | | | 37,478 | | | | | | $876,615 | | |
| Jamie M. Anderson | | | | | — | | | | | | — | | | | | | 7,839 | | | | | | $189,223 | | |
| Richard M. Dennen | | | | | — | | | | | | — | | | | | | 10,306 | | | | | | $245,862 | | |
| Karen B. Woods | | | | | — | | | | | | — | | | | | | 7,286 | | | | | | $175,698 | | |
| John M. Gavigan | | | | | — | | | | | | — | | | | | | 7,027 | | | | | | $169,439 | | |
| 64 | | | 2023 Proxy Statement | COMPENSATION TABLES | |
| | | | Plan Name | | | Number of Years of Credited Service1 | | | Present Value of Accumulated Benefit2 | | | Payments During Last Fiscal Year | | |||||||||
| Archie M. Brown | | | Pension Plan | | | | | 5 | | | | | | $72,762 | | | | | | $0 | | |
| SERP | | | | | 5 | | | | | | $259,415 | | | | | | $0 | | | |||
| James M. Anderson | | | Pension Plan | | | | | 5 | | | | | | $72,690 | | | | | | $0 | | |
| SERP | | | | | 5 | | | | | | $75,707 | | | | | | $0 | | | |||
| Richard S. Dennen | | | Pension Plan | | | | | 8 | | | | | | $122,384 | | | | | | $0 | | |
| SERP | | | | | 8 | | | | | | $141,994 | | | | | | $0 | | | |||
| Karen B. Woods | | | Pension Plan | | | | | 5 | | | | | | $70,826 | | | | | | $0 | | |
| SERP | | | | | 5 | | | | | | $62,457 | | | | | | $0 | | | |||
| John Gavigan | | | Pension Plan | | | | | 14 | | | | | | $178,806 | | | | | | $0 | | |
| SERP | | | | | 14 | | | | | | $78,102 | | | | | | $0 | | |
| 2023 Proxy Statement | COMPENSATION TABLES | | | 65 | |
| 66 | | | 2023 Proxy Statement | COMPENSATION TABLES | |
| 2023 Proxy Statement | COMPENSATION TABLES | | | 67 | |
| 68 | | | 2023 Proxy Statement | COMPENSATION TABLES | |
| | | | Mr. Brown | | | Mr. Anderson | | | Mr. Dennen | | | Ms. Woods | | | Mr. Gavigan | | |||||||||||||||
| Change-in-Control (“CIC”) Severance Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | | $1,650,000 | | | | | | $860,000 | | | | | | $1,020,000 | | | | | | $800,000 | | | | | | $770,000 | | |
| Bonus for Year of Separation | | | | | $1,753,125 | | | | | | $516,000 | | | | | | $612,000 | | | | | | $480,000 | | | | | | $423,500 | | |
| General Health and Welfare Benefits / Outplacement | | | | | $53,580 | | | | | | $33,786 | | | | | | $42,362 | | | | | | $31,602 | | | | | | $37,101 | | |
| Total CIC Severance Benefits | | | | | $3,456,705 | | | | | | $1,409,786 | | | | | | $1,674,362 | | | | | | $1,311,602 | | | | | | $1,230,601 | | |
| Acceleration of Unvested Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Restricted Stock1 | | | | | $2,254,747 | | | | | | $793,702 | | | | | | $807,465 | | | | | | $731,819 | | | | | | $663,805 | | |
| Accrued Dividends on Restricted Stock | | | | | $120,394 | | | | | | $49,184 | | | | | | $37,543 | | | | | | $45,245 | | | | | | $42,345 | | |
| Unvested Options | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
| Total Unvested Equity | | | | | $2,375,141 | | | | | | $842,886 | | | | | | $845,008 | | | | | | $777,064 | | | | | | $706,150 | | |
| Total Compensation Under Agreements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cutback to avoid 280G Excise tax (if applicable) | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | | | | | $0 | | |
| Total Benefits | | | | | $5,831,846 | | | | | | $2,252,672 | | | | | | $2,519,370 | | | | | | $2,088,666 | | | | | | $1,936,751 | | |
| | | | Mr. Brown | | | Mr. Anderson | | | Mr. Dennen | | | Ms. Woods | | | Mr. Gavigan | | |||||||||||||||
| Termination for Good Reason Severance Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Salary | | | | | $1,650,000 | | | | | | $860,000 | | | | | | $1,020,000 | | | | | | $800,000 | | | | | | $770,000 | | |
| Bonus for Year of Separation | | | | | $1,753,125 | | | | | | $516,000 | | | | | | $765,000 | | | | | | $480,000 | | | | | | $423,500 | | |
| General Health and Welfare Benefits / Outplacement | | | | | $53,580 | | | | | | $33,786 | | | | | | $42,362 | | | | | | $31,602 | | | | | | $37,101 | | |
| Total Benefits | | | | | $3,456,705 | | | | | | $1,409,786 | | | | | | $1,827,362 | | | | | | $1,311,602 | | | | | | $1,230,601 | | |
| 2023 Proxy Statement | COMPENSATION TABLES | | | 69 | |
| | | | Total Present Value of Accumulated Benefit using U.S. GAAP Assumptions ($)1 | | | Total Present Value of Vested Accumulated Benefit using Actual Lump Sum Basis ($)2 | | | Incremental Value due to the Difference between U.S. GAAP Assumptions and Actual Lump Sum Basis ($)3 | | |||||||||
| Archie M. Brown | | | | | 332,177 | | | | | | 331,524 | | | | | | (653) | | |
| Jamie Anderson | | | | | 148,397 | | | | | | 148,107 | | | | | | (290) | | |
| Richard S. Dennen | | | | | 264,378 | | | | | | 263,850 | | | | | | (528) | | |
| Karen Woods | | | | | 133,283 | | | | | | 132,681 | | | | | | (602) | | |
| John Gavigan | | | | | 256,908 | | | | | | 275,494 | | | | | | 18,586 | | |
| 70 | | | 2023 Proxy Statement | COMPENSATION TABLES | |
| Median Employee Total Compensation | | | | | $60,356 | | |
| CEO Total Annualized Compensation | | | | | $2,796,717 | | |
| Ratio of CEO to Median Employee Compensation | | | | | 46.3 | | |
| 2023 Proxy Statement | CEO Pay Ratio | | | 71 | |
| Year | | | Summary Compensation Table Total for PEO1 ($) | | | Compensation Actually Paid to PEO2 ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs3 ($) | | | Average Compensation Actually Paid to Non-PEO NEOs4 ($) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income7 ($) | | | Return on Assets (Company Selected Measure)8 | | |||||||||||||||||||||||||||
| Company TSR5 ($) | | | Peer Group TSR6 ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (j) | | ||||||||||||||||||||||||
| 2022 | | | | | 2,796,717 | | | | | | 2,914,230 | | | | | | 1,080,809 | | | | | | 1,198,172 | | | | | | 109.28 | | | | | | 116.15 | | | | | | 217,612 | | | | | | 1.36% | | |
| 2021 | | | | | 3,054,247 | | | | | | 2,571,457 | | | | | | 1,247,560 | | | | | | 1,170,400 | | | | | | 105.70 | | | | | | 124.78 | | | | | | 205,160 | | | | | | 1.37% | | |
| 2020 | | | | | 2,440,084 | | | | | | 1,964,427 | | | | | | 883,456 | | | | | | 820,921 | | | | | | 73.10 | | | | | | 91.32 | | | | | | 155,810 | | | | | | 1.05% | | |
| Year | | | Reported Summary Compensation Table Total for PEO | | | Reported Value of Equity Awards | | | Equity Award Adjustments | | | Reported Change in the Actuarial Present Value of Pension Benefits | | | Pension Benefit Adjustments | | | Compensation Actually Paid to PEO | | ||||||||||||||||||
| | | | | | | (A) | | | (B) | | | (C) | | | (D) | | |||||||||||||||||||||
| ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | |||||||||||||||||||||
| 2022 | | | | | 2,796,717 | | | | | | (948,780) | | | | | | 1,101,812 | | | | | | (48,024) | | | | | | 12,505 | | | | | | 2,914,230 | | |
| 2021 | | | | | 3,054,247 | | | | | | (1,098,098) | | | | | | 695,462 | | | | | | (92,331) | | | | | | 12,177 | | | | | | 2,571,457 | | |
| 2020 | | | | | 2,440,084 | | | | | | (880,010) | | | | | | 487,891 | | | | | | (95,758) | | | | | | 12,220 | | | | | | 1,964,427 | | |
| Year | | | Year End Fair Value of Equity Awards Granted in Year and Unvested at Year-End | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation | | | Total Equity Award Adjustments | | |||||||||||||||||||||
| ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | ||||||||||||||||||||||||
| 2022 | | | | | 852,417 | | | | | | 322,716 | | | | | | 0 | | | | | | 17,492 | | | | | | (90,813) | | | | | | 0 | | | | | | 1,101,812 | | |
| 2021 | | | | | 856,530 | | | | | | (58,523) | | | | | | 0 | | | | | | 0 | | | | | | (102,544) | | | | | | 0 | | | | | | 695,462 | | |
| 2020 | | | | | 750,241 | | | | | | (262,350) | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 487,891 | | |
| 72 | | | 2023 Proxy Statement | Pay Versus Performance Disclosure | |
| Year | | | Service Cost | | | Prior Service Cost | | | Total Pension Benefit Adjustments | | |||||||||
| ($) | | | ($) | | | ($) | | ||||||||||||
| 2022 | | | | | 12,505 | | | | | | 0 | | | | | | 12,505 | | |
| 2021 | | | | | 12,177 | | | | | | 0 | | | | | | 12,177 | | |
| 2020 | | | | | 12,220 | | | | | | 0 | | | | | | 12,220 | | |
| 2020 | | | 2021 | | | 2022 | |
| James M. Anderson Andrew Hauck Karen B. Woods John Gavigan | | | James M. Anderson Richard Dennen Karen B. Woods John Gavigan Andrew Hauck Catherine Myers | | | James M. Anderson Richard Dennen Karen B. Woods John Gavigan | |
| Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | | | Average Reported Value of Equity Awards | | | Average Equity Award Adjustments | | | Average Reported Change in the Actuarial Present Value of Pension Benefits | | | Average Pension Benefit Adjustments | | | Average Compensation Actually Paid to NEOs | | ||||||||||||||||||
| (A) | | | (B) | | | (C) | | | (D) | | |||||||||||||||||||||||||||
| ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | |||||||||||||||||||||
| 2022 | | | | | 1,080,809 | | | | | | (292,279) | | | | | | 408,600 | | | | | | (13,367) | | | | | | 14,410 | | | | | | $1,198,172 | | |
| 2021 | | | | | 1,247,560 | | | | | | (317,274) | | | | | | 264,212 | | | | | | (37,426) | | | | | | 13,328 | | | | | | $1,170,400 | | |
| 2020 | | | | | 883,456 | | | | | | (232,538) | | | | | | 197,768 | | | | | | (41,036) | | | | | | 13,271 | | | | | | $820,921 | | |
| Year | | | Year End Fair Value of Equity Awards Granted in Year and Unvested at Year-End | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value of Total Compensation | | | Total Equity Award Adjustments | | |||||||||||||||||||||
| ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | ||||||||||||||||||||||||
| 2022 | | | | | 327,852 | | | | | | 88,598 | | | | | | 0 | | | | | | 1,876 | | | | | | (9,725) | | | | | | 0 | | | | | | 408,600 | | |
| 2021 | | | | | 316,841 | | | | | | (42,633) | | | | | | 0 | | | | | | 0 | | | | | | (9,996) | | | | | | 0 | | | | | | 264,212 | | |
| 2020 | | | | | 198,247 | | | | | | 2,884 | | | | | | 0 | | | | | | (1,490) | | | | | | (1,873) | | | | | | 0 | | | | | | 197,768 | | |
| 2023 Proxy Statement | Pay Versus Performance Disclosure | | | 73 | |
| Year | | | Average Service Cost | | | Average Prior Service Cost | | | Average Total Pension Benefit Adjustments | | |||||||||
| ($) | | | ($) | | | ($) | | ||||||||||||
| 2022 | | | | | 14,410 | | | | | | 0 | | | | | | 14,410 | | |
| 2021 | | | | | 13,328 | | | | | | 0 | | | | | | 13,328 | | |
| 2020 | | | | | 13,271 | | | | | | 0 | | | | | | 13,271 | | |
| 74 | | | 2023 Proxy Statement | Pay Versus Performance Disclosure | |
| 2023 Proxy Statement | Pay Versus Performance Disclosure | | | 75 | |
| 76 | | | 2023 Proxy Statement | Pay Versus Performance Disclosure | |
| April 13, 2023 | | | BY ORDER OF THE BOARD OF DIRECTORS Karen B. Woods Corporate Secretary | |
| 2023 Proxy Statement | 2024 Annual Meeting Information | | | 77 | |
| Additional non-GAAP measures | |
| (Dollars in thousands, except per share data) | | | 4Q22 | | | 3Q22 | | | 2Q22 | | | 1Q22 | | | YTD 2022 | | |||||||||||||||||||||||||||||||||||||||||||||
| As Reported | | | Adjusted | | | As Reported | | | Adjusted | | | As Reported | | | Adjusted | | | As Reported | | | Adjusted | | | As Reported | | | Adjusted | | |||||||||||||||||||||||||||||||||
| Net interest income (f) | | | | | $157,896 | | | | | | $157,896 | | | | | | $137,892 | | | | | | $137,892 | | | | | | $117,010 | | | | | | $117,010 | | | | | | $106,345 | | | | | | $106,345 | | | | | | $519,143 | | | | | | $519,143 | | |
| Provision for credit losses-loans and leases (j) | | | | | 8,689 | | | | | | 8,689 | | | | | | 7,898 | | | | | | 7,898 | | | | | | (4,267) | | | | | | (4,267) | | | | | | (5,589) | | | | | | (5,589) | | | | | | 6,731 | | | | | | 6,731 | | |
| Provision for credit losses-unfunded commitments (j) | | | | | 1,341 | | | | | | 1,341 | | | | | | 386 | | | | | | 386 | | | | | | 3,481 | | | | | | 3,481 | | | | | | (226) | | | | | | (226) | | | | | | 4,982 | | | | | | 4,982 | | |
| Noninterest income | | | | | 56,035 | | | | | | 56,035 | | | | | | 42,534 | | | | | | 42,534 | | | | | | 49,778 | | | | | | 49,778 | | | | | | 41,294 | | | | | | 41,294 | | | | | | 189,641 | | | | | | 189,641 | | |
| less: gains (losses) on security transactions | | | | | | | | | | | 922 | | | | | | | | | | | | (880) | | | | | | | | | | | | (1,054) | | | | | | | | | | | | (196) | | | | | | | | | | | | (1,208) | | |
| less: other | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | |
| Total noninterest income (g) | | | | | 56,035 | | | | | | 55,113 | | | | | | 42,534 | | | | | | 43,414 | | | | | | 49,778 | | | | | | 50,832 | | | | | | 41,294 | | | | | | 41,490 | | | | | | 189,641 | | | | | | 190,849 | | |
| Noninterest expense | | | | | 124,442 | | | | | | 124,442 | | | | | | 125,068 | | | | | | 125,068 | | | | | | 103,034 | | | | | | 103,034 | | | | | | 102,805 | | | | | | 102,805 | | | | | | 455,349 | | | | | | 455,349 | | |
| less: tax credit investments | | | | | | | | | | | 6,406 | | | | | | | | | | | | 17,212 | | | | | | | | | | | | 104 | | | | | | | | | | | | 104 | | | | | | | | | | | | 23,826 | | |
| less: legal settlement | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | |
| less: Summit acquisition costs | | | | | | | | | | | 149 | | | | | | | | | | | | 76 | | | | | | | | | | | | 100 | | | | | | | | | | | | 323 | | | | | | | | | | | | 648 | | |
| less: COVID-19 and other | | | | | | | | | | | 558 | | | | | | | | | | | | 1,671 | | | | | | | | | | | | 666 | | | | | | | | | | | | 2,354 | | | | | | | | | | | | 5,249 | | |
| Total noninterest expense (e) | | | | | 124,442 | | | | | | 117,329 | | | | | | 125,068 | | | | | | 106,109 | | | | | | 103,034 | | | | | | 102,164 | | | | | | 102,805 | | | | | | 100,024 | | | | | | 455,349 | | | | | | 425,626 | | |
| Income before income taxes (i) | | | | | 79,459 | | | | | | 85,650 | | | | | | 47,074 | | | | | | 66,913 | | | | | | 64,540 | | | | | | 66,464 | | | | | | 50,649 | | | | | | 53,626 | | | | | | 241,722 | | | | | | 272,653 | | |
| Income tax expense | | | | | 10,373 | | | | | | 10,373 | | | | | | (8,631) | | | | | | (8,631) | | | | | | 13,020 | | | | | | 13,020 | | | | | | 9,348 | | | | | | 9,348 | | | | | | 24,110 | | | | | | 24,110 | | |
| plus: tax effect of adjustments | | | | | | | | | | | 5,061 | | | | | | | | | | | | 13,598 | | | | | | | | | | | | 82 | | | | | | | | | | | | 83 | | | | | | | | | | | | 18,823 | | |
| plus: after-tax impact of tax credit investments @ 21% | | | | | | | | | | | 1,300 | | | | | | | | | | | | 4,166 | | | | | | | | | | | | 404 | | | | | | | | | | | | 625 | | | | | | | | | | | | 6,496 | | |
| Total income tax expense (h) | | | | | 10,373 | | | | | | 16,734 | | | | | | (8,631) | | | | | | 9,133 | | | | | | 13,020 | | | | | | 13,506 | | | | | | 9,348 | | | | | | 10,056 | | | | | | 24,110 | | | | | | 49,429 | | |
| Net income (a) | | | | | $69,086 | | | | | | $68,916 | | | | | | $55,705 | | | | | | $57,780 | | | | | | $51,520 | | | | | | $52,958 | | | | | | $41,301 | | | | | | $43,570 | | | | | | $217,612 | | | | | | $223,224 | | |
| Average diluted shares (b) | | | | | 94,832 | | | | | | 94,832 | | | | | | 94,794 | | | | | | 94,794 | | | | | | 94,450 | | | | | | 94,450 | | | | | | 94,264 | | | | | | 94,264 | | | | | | 94,587 | | | | | | 94,587 | | |
| Average assets (c) | | | | | 16,767,598 | | | | | | 16,767,598 | | | | | | 16,385,989 | | | | | | 16,385,989 | | | | | | 16,185,978 | | | | | | 16,185,978 | | | | | | 16,184,919 | | | | | | 16,184,919 | | | | | | 16,382,730 | | | | | | 16,382,730 | | |
| Average shareholders’ equity | | | | | 2,009,564 | | | | | | 2,009,564 | | | | | | 2,089,179 | | | | | | 2,089,179 | | | | | | 2,099,670 | | | | | | 2,099,670 | | | | | | 2,225,495 | | | | | | 2,225,495 | | | | | | 2,105,339 | | | | | | 2,105,339 | | |
| Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Goodwill and other intangibles | | | | | (1,093,831) | | | | | | (1,093,831) | | | | | | (1,097,471) | | | | | | (1,097,471) | | | | | | (1,100,312) | | | | | | (1,100,312) | | | | | | (1,103,271) | | | | | | (1,103,271) | | | | | | (1,098,692) | | | | | | (1,098,692) | | |
| Average tangible equity (d) | | | | | 915,733 | | | | | | 915,733 | | | | | | 991,708 | | | | | | 991,708 | | | | | | 999,358 | | | | | | 999,358 | | | | | | 1,122,224 | | | | | | 1,122,224 | | | | | | 1,006,647 | | | | | | 1,006,647 | | |
| Ratios | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net earnings per share—diluted (a)/(b) | | | | | $0.73 | | | | | | $0.73 | | | | | | $0.59 | | | | | | $0.61 | | | | | | $0.55 | | | | | | $0.56 | | | | | | $0.44 | | | | | | $0.46 | | | | | | $2.30 | | | | | | $2.36 | | |
| Return on average assets—(a)/(c) | | | | | 1.63% | | | | | | 1.63% | | | | | | 1.35% | | | | | | 1.40% | | | | | | 1.28% | | | | | | 1.31% | | | | | | 1.03% | | | | | | 1.09% | | | | | | 1.33% | | | | | | 1.36% | | |
| Pre-tax, pre-provision return on average assets—((a)+(j)+(h))/(c) | | | | | 2.12% | | | | | | 2.26% | | | | | | 1.34% | | | | | | 1.82% | | | | | | 1.58% | | | | | | 1.63% | | | | | | 1.12% | | | | | | 1.20% | | | | | | 1.55% | | | | | | 1.74% | | |
| Return on average tangible shareholders’ equity—(a)/(d) | | | | | 29.93% | | | | | | 29.86% | | | | | | 22.29% | | | | | | 23.12% | | | | | | 20.68% | | | | | | 21.26% | | | | | | 14.93% | | | | | | 15.75% | | | | | | 21.62% | | | | | | 22.18% | | |
| Efficiency ratio—(e)/((f)+(g)) | | | | | 58.2% | | | | | | 55.1% | | | | | | 69.3% | | | | | | 58.5% | | | | | | 61.8% | | | | | | 60.9% | | | | | | 69.6% | | | | | | 67.7% | | | | | | 64.2% | | | | | | 59.9% | | |
| Effective tax rate—(h)/(i) | | | | | 13.1% | | | | | | 19.5% | | | | | | -18.3% | | | | | | 13.6% | | | | | | 20.2% | | | | | | 20.3% | | | | | | 18.5% | | | | | | 18.8% | | | | | | 10.0% | | | | | | 18.1% | | |
| Return on average shareholders’ equity—(a)/(d) | | | | | 13.64% | | | | | | 13.61% | | | | | | 10.58% | | | | | | 10.97% | | | | | | 9.84% | | | | | | 10.12% | | | | | | 7.53% | | | | | | 7.94% | | | | | | 10.34% | | | | | | 10.60% | | |
| Number of days | | | | | 92 | | | | | | 92 | | | | | | 92 | | | | | | 92 | | | | | | 91 | | | | | | 91 | | | | | | 90 | | | | | | 90 | | | | | | 365 | | | | | | 365 | | |
| | | | | | 365 | | | | | | 365 | | | | | | 365 | | | | | | 365 | | | | | | 365 | | | | | | 365 | | | | | | 365 | | | | | | 365 | | | | | | 365 | | | | | | 365 | | |
| 2023 Proxy Statement | Appendix A | | | A-1 | |