Andre Porter
FIRST FINANCIAL BANCORP /OH/About Andre T. Porter
Andre T. Porter, age 45, has served as an independent director of First Financial Bancorp. since 2023. He is Senior Vice President, Chief Strategy Officer and General Counsel of Midcontinent Independent System Operator, Inc. (MISO) and holds a Juris Doctor from The Ohio State University Moritz College of Law. His prior public-sector roles include Director of the Ohio Department of Commerce and Chair of the Public Utilities Commission of Ohio; he also previously served on Capital University’s Board of Trustees as Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midcontinent Independent System Operator (MISO) | Senior Vice President, Chief Strategy Officer & General Counsel | Officer since 2016 | Legal, regulatory and strategy leadership across multi-state energy market |
| State of Ohio | Director, Department of Commerce | 5 years in Governor’s cabinet (dates not specified) | Oversight of financial/regulatory agencies |
| State of Ohio | Chair, Public Utilities Commission of Ohio | Not disclosed | Regulatory leadership in utility oversight |
| Private Practice | Attorney | Not disclosed | Legal practice prior to public service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Capital University | Former Trustee; Former Chairman | Not disclosed | Governance experience in higher education |
Board Governance
- Independence: The Board determined in March 2025 that all directors except the CEO are independent under Nasdaq rules; Porter is independent .
- Board/Committee attendance: 10 Board meetings in 2024; overall Board and Committee attendance was 96% (Board policy requires >75% participation; all directors met this threshold in 2024) .
- Executive sessions: Seven independent-director executive sessions held in 2024 .
Committee assignments and responsibilities:
- Enterprise Risk & Compliance Committee (Member): Oversees enterprise risk appetite, credit portfolio, information security/cybersecurity, and AI governance; works with CRO and receives quarterly risk profiles .
- Capital Markets Committee (Member): Monitors interest rate risk, capital market activities, investment portfolio and capital planning; reviews investment positions and regulatory compliance .
Fixed Compensation
Director pay structure (2024):
| Component | Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly | Standard non-employee director cash portion of $130,000 total retainer |
| Annual equity retainer (Restricted Stock) | $70,000 | One-year vest from grant date (May 28, 2024) | Issued at $22.24 closing price; dividends escrowed until vest |
| All other compensation (accrued dividends on prior vested awards) | $3,240 | Paid upon vest | 2024 amount for Porter |
| Total 2024 director compensation | $133,240 | — | Porter’s cash + equity + other |
Program changes (May 2024): Chair and Lead Independent Director retainers increased; committee chair retainers increased (Porter is not a chair) .
Performance Compensation
| Grant Type | Value | Vesting Schedule | Performance Metric |
|---|---|---|---|
| Director restricted stock (2024) | $70,000 | Vests after one year from grant (5/28/2024 → 5/28/2025) | None; time-based only for directors |
No performance-based equity or cash metrics are tied to non-employee director compensation; directors may elect to purchase stock with cash retainers via the Director Fee Stock Plan .
Other Directorships & Interlocks
- Public company boards: None disclosed for Porter .
- Non-profit/academic: Former Capital University Trustee/Chair .
- Related-party interlocks: None disclosed involving Porter. A separate related-party transaction in 2024 involved Fort Washington Investment Advisors (linked to director Maribeth Rahe); Porter was not implicated .
Expertise & Qualifications
- Legal/regulatory and government: Juris Doctor; leadership across state regulatory bodies (Commerce, PUCO) .
- Risk oversight: Member of Enterprise Risk & Compliance Committee; board framework covers cybersecurity and AI governance with quarterly reporting and annual comprehensive reviews .
- Capital markets and investment oversight: Member of Capital Markets Committee monitoring interest rate risk, investment portfolio, and capital planning .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Andre T. Porter | 11,030 | <1% |
Policies enhancing alignment:
- Director stock ownership guidelines: Required ownership equal to 5x annual cash retainer; all directors are in compliance. Guidelines count unvested restricted shares; require 75% net-after-tax retention until met .
- Insider trading policy: Prohibits hedging, derivative strategies, and pledging/margin accounts for Company securities .
- Section 16 compliance: The Company reports directors/officers complied with filing requirements for 2024 (one amended Form 3 by another individual). Porter’s initial Form 3 (May 2023) reported no beneficial ownership at that time; he now holds 11,030 shares .
Governance Assessment
- Board effectiveness: Porter’s legal and regulatory background fits FFBC’s risk governance emphasis (cybersecurity and AI oversight), reinforcing ERM discipline and regulatory compliance. His committee placements (Enterprise Risk & Compliance and Capital Markets) align with his skillset .
- Independence and engagement: Independent status, strong board-wide attendance in 2024 (96%), and frequent executive sessions support robust oversight .
- Pay and alignment: Director pay is modest and balanced (cash/equity $60k/$70k), with time-based RSUs that encourage ownership; all directors meet ownership guidelines; hedging/pledging bans further align incentives .
- Shareholder signals: FFBC received 96.69% approval on 2024 say‑on‑pay, indicating general investor support for governance and compensation practices (contextual indicator of board credibility) .
RED FLAGS
- None disclosed for Porter: No related-party transactions, hedging/pledging prohibited, and independence affirmed .
Overall: Porter adds regulatory/legal depth to risk and capital oversight, with clean conflict profile, proper ownership alignment, and participation inside a board structure that segregates Chair/CEO and maintains high attendance—positive signals for investor confidence .