8-K




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 8, 2016
 

 
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
 


 
Ohio
 
31-1042001
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification number)
 
Commission file number: 001-34762
 
255 East Fifth Street, Suite 700, Cincinnati, Ohio 45202
(Address of principal executive offices and zip code)
 
Registrant's telephone number, including area code: (877) 322-9530
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Form 8-K                                First Financial Bancorp.


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Named Executive Officer Compensation

On March 8, 2016, the Compensation Committee of the Board of Directors of First Financial Bancorp. (the “Company”), after consulting with its independent consultant, Willis Towers Watson, approved the following base salaries, short term incentive plan targets, and restricted stock grants for the Named Executive Officers (“NEOs”) including a performance-based restricted stock grant for each NEO for 2016, as disclosed in the table below.  Except as set forth below, there were no other changes made to the components of total compensation, which include base salary, short-term cash incentives, long-term stock-based incentives, pension and other benefits, and perquisites.
 
Name and Principal
Position
 
Base
Salary
($)(1)
 
Short-Term
Incentive
Plan
Target
Percentage
(%)(2)
 
Long-Term
Incentive
Percentage
For
Restricted
Stock Grants
($)(3)
 
Annual Grant
 of
Shares of
Restricted
Stock
 (#)(4)
 
Value of
Shares
of
Annual Grant
Restricted
Stock
($)(5)
 
Number of
Shares of
Underlying
Stock Options
($)(6)
Claude E. Davis
Chief Executive Officer
 
$754,269
 
60%
 
110%
 
46,044

 
$829,713
 
0
 
 
 
 
 
 
 
 
 
 
 
 
 
John M. Gavigan
Senior Vice President, Chief Financial Officer
 
$245,250
 
30%
 
30%
 
4,084

 
$73,594
 
0
 
 
 
 
 
 
 
 
 
 
 
 
 
Anthony M. Stollings
President, Chief Operating Officer
 
$390,000
 
40%
 
50%
 
10,822

 
$195,012
 
0
 
 
 
 
 
 
 
 
 
 
 
 
 
C. Douglas Lefferson
President, Community Banking
 
$380,000
 
40%
 
70%
 
14,763

 
$266,029
 
0
 
 
 
 
 
 
 
 
 
 
 
 
 
Richard S. Dennen
President, Oak Street Funding
 
$390,000
 
40%
 
50%
 
10,822

 
$195,012
 
0

(1)
Base salaries were increased from 2015 as follows (increased percentages in parentheses): Mr. Davis from $732,300 to $754,269 (3%), Mr. Gavigan from $225,000 to 245,250 (9%), Mr. Stollings from $360,000 to $390,000 (8.3%), Mr. Lefferson from $371,000 to $380,000 (2.4%) and Mr. Dennen from $380,000 to $390,000 (2.6%).

(2)
Short-term incentive target is a percentage of base salary. There were no changes from 2015 to 2016 in the target percentages for the NEOs. Payout is based on one-year return on asset performance relative to peers as well as actual absolute performance versus net income goal.

Threshold performance of 25th percentile must be achieved for return on asset performance to contribute to the payout. Depending on performance of the Company, payout can be anywhere from 0x to 2x target and subject to claw back in certain circumstances. In addition, the Compensation Committee can adjust downward the payout based on enterprise risk management performance. In the event earnings per diluted share are below $0, no plan payout will be made to participants, including NEOs. Any payout to NEOs above 1x target is paid in restricted stock subject to additional holding requirements.

(3)
Long-term incentive awards are an approximate percentage of base salary. There were no changes from 2015 to 2016 in the target percentages for the NEOs.
(4)
One half of the CEO’s and one fourth of the other NEO’s restricted stock awards were in the form of performance-based restricted stock that vests after three years upon only the attainment of certain pre-determined performance measures (generally total shareholder return and return on assets). 23,022 performance shares were awarded to Mr. Davis, 1,021 to Mr. Gavigan, 2,706 to Mr. Stollings, 3,691 to Mr. Lefferson, and 2,706 to Mr. Dennen. All other awards to NEOs were in restricted shares that vest over a three-year period beginning March 8, 2016. Dividends are accrued on restricted shares and are held in escrow and are not paid to the executive until that portion of the grant vests.
(5)
Based on the per share closing price of the Company common shares on March 8, 2016 ($18.02).
(6)
No options were granted.





Compensatory Arrangements of Certain Officers

Due to business needs requiring the Chief Executive Officer, Claude Davis to spend a significant amount of time in Indianapolis as well as in the Company’s Cincinnati headquarters, an annual taxable housing and mileage allowance of $25,000 was approved to compensate Mr. Davis as reimbursement for this travel as related travel expenses will no longer be considered deductible business travel expenses by the Company.






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST FINANCIAL BANCORP.

 
 
 
 
 
By: /s/ John M. Gavigan
 
 
John M. Gavigan
 
 
Senior Vice President and Chief Financial Officer
 
 
 
Date:
March 11, 2016