Amanda Neeley
FIRST FINANCIAL BANCORP /OH/About Amanda Neeley
Amanda M. Neeley is Chief Consumer Banking & Strategy Officer at First Financial Bancorp (FFBC) and a Named Executive Officer since 2023 . She has 22 years of credited service under FFBC’s pension plans, indicating a long internal tenure and deep institutional knowledge . Her incentives are tightly linked to FFBC’s relative performance: annual STIP is based 40% ROA, 30% credit quality (2024: Classified Assets; 2025: Net Charge-Offs), and 30% EPS growth vs the KBW Regional Banking Index, and paid out at 136.8% of target for 2024; her LTIP is 50% time‑based and 50% performance‑based (3‑yr relative TSR and 3‑yr avg ROA), with 2022 cycle vesting at the 150% max for both metrics (top‑quartile vs KBW) . FFBC reported record adjusted revenue of $854 million, robust loan and deposit growth, and a 4.05% net interest margin in 2024, underpinning the strong 2024 incentive outcomes . Education/age are not disclosed in the DEF 14A; the proxy incorporates executive officer bios by reference to the 10‑K (“Information About Our Executive Officers”) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Financial Bancorp. (disclosure incorporated by reference) | Not disclosed in DEF 14A (see 10-K “Information About Our Executive Officers”) | — | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in DEF 14A (see 10-K reference) | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $395,000 | $415,000 | $423,300 |
| Summary Compensation (Amanda M. Neeley) | 2023 | 2024 |
|---|---|---|
| Salary ($) | $411,354 | $421,904 |
| Discretionary Bonus ($) | $100 | $150 |
| Stock Awards ($) | $290,504 | $296,324 |
| Non‑Equity Incentive (STIP) ($) | $415,172 | $346,402 |
| Change in Pension Value ($) | $63,535 | $67,918 |
| All Other Compensation ($) | $22,595 | $27,193 |
| Total ($) | $1,203,260 | $1,159,891 |
Performance Compensation
| STIP Target as % of Base Salary | 2023 | 2024 |
|---|---|---|
| Target STIP (% of base) | 60% | 60% |
| 2024 STIP Performance (vs KBW Regional Banking Index) | Weight | FFBC Result | FFBC Percentile | Payout % of Target |
|---|---|---|---|---|
| Return on Assets | 40% | 1.36% | 88.7 | 195.7% |
| Classified Assets | 30% | 1.21% | 59.3 | 118.6% |
| EPS Growth | 30% | (8.63%) | 44.1 | 76.4% |
| Weighted Average Total Payout | — | — | — | 136.8% |
| LTIP Structure and Grants | Detail | 2024 |
|---|---|---|
| LTIP mix | 50% time‑based RS; 50% performance‑based RS (3‑yr relative TSR and 3‑yr avg ROA; dividends escrowed) | — |
| 2024 Grant Date | — | 3/7/2024 |
| Time‑based RS (shares) | Vests 1/3 annually over 3 years | 6,686 |
| Performance‑based RS (target shares) | 3‑yr performance; 0% vest <25th; 50% at 25th; 100% at 60th; max 150% at ≥75th percentile | 6,686 |
| Grant‑date fair value ($) | Aggregate (time + performance) | $296,324 |
| LTIP Performance Outcomes (Relative Measures vs KBW) | 2021 Cycle (vested Mar 7, 2024) | 2022 Cycle (vested Mar 5, 2025) |
|---|---|---|
| Relative ROA percentile | 75.4 | 83.6 |
| Relative TSR percentile | 83.0 | 75.0 |
| Total Payout vs Target | 150.0% | 150.0% |
| Vested Stock in 2024 (Individual) | Shares Vested | Value Realized ($) |
|---|---|---|
| Amanda N. Neeley | 10,645 | $234,724 |
Equity Ownership & Alignment
| Beneficial Ownership (Common Shares) | As of Apr 1, 2024 | As of Mar 28, 2025 |
|---|---|---|
| Amanda Neeley | 50,391 | 59,384 |
| Notes | Includes unvested performance‑based RS counted as beneficially owned (17,967 in 2024; 19,459 in 2025) | Executives retain voting and dividend rights on unvested PBRS (dividends escrowed) |
| Unvested/Unearned Awards (12/31/2024) | Count (shares) | Market Value ($) |
|---|---|---|
| Time‑based RS (unvested) | 1,683; 4,157; 6,686 | $45,239; $111,740; $179,720 (at $26.88) |
| Performance‑based RS (unearned) | 5,047; 6,234; 6,686 | $135,663; $167,570; $179,720 (at $26.88) |
| Expected Time‑Based Vesting Schedule (from outstanding awards) | Vest Date | Shares |
|---|---|---|
| Mar 7, 2026 | 2023 grant final third + 2024 grant second third (4,157 + 6,686) | 10,843 |
| Mar 7, 2027 | 2024 grant final third | 6,686 |
- Stock ownership guidelines: CEO 5x salary; other NEOs (incl. Neeley) 2x salary; all executives currently in compliance; unvested time‑based RS count toward compliance, unvested performance‑based RS do not .
- Hedging and pledging of company stock are prohibited under FFBC’s Insider Trading Policy .
- No stock options outstanding or subject to acceleration for NEOs (unvested options $0 in CIC table) .
Employment Terms
| Severance (No Change‑in‑Control; as of 12/31/2024) | Amount ($) |
|---|---|
| Base Salary (24 months) | $846,600 |
| Bonus for Year of Separation | $507,960 |
| Health/Outplacement | $33,783 |
| Total | $1,388,343 |
| Change‑in‑Control (Double‑Trigger; as of 12/31/2024) | Amount ($) |
|---|---|
| Base Salary (24 months) | $846,600 |
| 2x Target STIP (Year of Separation) | $507,960 |
| Health/Outplacement | $33,783 |
| Total CIC Severance | $1,388,343 |
| Acceleration of Unvested Equity (incl. accrued dividends) | $864,793 ($819,652 RS + $45,141 dividends) |
| Total Benefits | $2,253,136 |
- Agreements: one‑year terms, auto‑renew annually; double‑trigger CIC equity acceleration (CIC plus termination without cause/for good reason within 18 months); 24 months base salary continuation; 2x target bonus; outplacement up to 5% of base salary; up to 12 months employer COBRA contributions; 280G “cut‑back” to avoid excise tax .
- Clawbacks: Incentive compensation subject to clawback for restatements and willful misconduct/gross negligence; Compensation Committee may reduce payouts for risk failures .
| Pension and SERP (12/31/2024) | Years of Credited Service | Present Value ($) |
|---|---|---|
| Pension Plan | 22 | $243,483 |
| SERP | 22 | $101,965 |
Compensation Structure Analysis
- Mix shift and at‑risk pay: NEO pay emphasizes performance with STIP tied to relative ROA/credit quality/EPS growth and 50% of LTIP in performance‑based shares; 2024 STIP targets kept at 2023 levels for Neeley; LTIP maintained 50/50 structure .
- Performance rigor: Relative metrics vs KBW mitigate macro noise; 2024 STIP used ROA/Classified Assets/EPS growth percentiles with 0–200% payout scale; 2025 replaces Classified Assets with Net Charge‑Offs % to better reflect realized credit losses .
- No option repricing, no tax gross‑ups; double‑trigger CIC; anti‑hedging/pledging policy; robust ownership guidelines—collectively governance‑friendly .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay support: 97.35% (2023) and 96.69% (2024), reflecting strong shareholder endorsement of pay design; ongoing investor outreach described in proxy .
Investment Implications
- Pay‑for‑performance alignment: 2024 STIP paid 136.8% on relative metrics (ROA at 88.7th percentile), and LTIP 3‑yr cycles (2021, 2022) both paid at 150% max on relative ROA and TSR—linking Neeley’s realized pay to multi‑year outperformance vs regional peers .
- Retention risk vs overhang: Significant unvested/unearned equity scheduled through 2027 (time‑based 10,843 shares vest in Mar‑2026; 6,686 in Mar‑2027; plus 2023–2024 PBRS outcomes), promoting retention but creating periodic supply events upon vesting; 2024 vesting already realized at 10,645 shares .
- Change‑in‑control economics: Double‑trigger design with ~$2.25 million total payout at 12/31/2024 (incl. ~$0.86 million equity acceleration) mitigates “walk‑away” risk while avoiding single‑trigger windfalls; 280G cut‑back further limits excessive payouts .
- Alignment and risk controls: 2x salary ownership requirement (in compliance), prohibition on hedging/pledging, clawback policy, and absence of stock options lessen misalignment/volatility in realized pay and reduce downside risk to shareholders .
- Program evolution: Shifting the credit quality measure from Classified Assets to Net Charge‑Offs in 2025 should better capture loss recognition and may tighten STIP sensitivity to credit cycle inflection points—relevant for trading around credit trends .
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