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Anne Arvia

About Anne L. Arvia

Anne L. Arvia, age 61, is an independent director of First Financial Bancorp. (FFBC) serving since 2024. She is a Principal, Strategic Transformation & Program Management at Cornerstone Advisors (since April 2023), and a long-tenured public company director at GATX Corporation. A CPA since 1985, Arvia brings deep banking, financial reporting, risk, and transformation expertise to FFBC’s board and serves on the Audit and Compensation Committees .

Past Roles

OrganizationRoleTenureCommittees/Impact
The Auto Club Group / The Auto Club Trust, FSB (AAA)EVP; CEO & President, Auto Club Trust, FSB2018–2022Executive leadership of a regulated bank within AAA; digital/direct channel and operating experience highlighted .
USAA BankExecutive leadership rolesNot disclosedFinancial services and banking operations experience .
Nationwide InsuranceExecutive leadership rolesNot disclosedStrategy and transformation experience .
ShoreBank (Chicago)Executive leadership rolesNot disclosedCommunity banking and mission finance experience .

External Roles

OrganizationRoleTenureCommittees/Impact
GATX Corporation (NYSE: GATX)Director; current Chair of Governance; member of Compensation; former long-time Audit ChairDirector since 2009; Audit member since 2009; Audit Chair >9 yearsGovernance leadership and compensation oversight; significant public company audit experience .
XacBank LLC (Mongolia)Director (prior)Not disclosedInternational microfinance governance experience .
The Auto Club Trust, FSB; USAA Bank, FSB; Nationwide Bank; ShoreBankExecutive director roles (prior)Not disclosedBanking oversight across multiple institutions .
Leader Dogs for the Blind; LISC Advisory Board (Detroit)Board/Advisory roles (prior)Not disclosedCommunity development and nonprofit governance .

Board Governance

AttributeDetail
IndependenceBoard determined all directors except the CEO are independent; Arvia is listed as independent in the nominees table .
FFBC CommitteesAudit (Member); Compensation (Member). Audit and Compensation Committees are composed of independent directors; Audit members are financially literate .
AttendanceIn 2024, overall Board/committee attendance was 96%, and all directors attended >75% of meetings; Arvia attended the 2024 Annual Meeting (only Berta and O’Brien were excused absences) .
Executive SessionsSeven independent director-only executive sessions held in 2024 .
Years on FFBC BoardDirector since 2024 .

Fixed Compensation

Component2024 Board PolicyNotes
Annual retainer (non-employee directors)$130,000 total: $60,000 cash + $70,000 restricted stock granted on the 2024 Annual Meeting date; stock vests after one yearRetainer unchanged in 2024; directors receive no fees for service on subsidiary bank board .
Additional chair retainers (from May 2024)Chair of Board $75,000; Lead Independent Director $30,000; Audit and Enterprise Risk & Compliance Chairs $20,000; other committee Chairs $15,000Increased based on market review; paid in cash quarterly .
Election to take stock in lieu of cashDirectors may elect to use all/part of board fees to purchase common shares under 2019 Director Fee Stock Plan; shares issued quarterlyShares issued pursuant to 2020 Stock Plan .
DirectorYearFees Earned/Paid in Cash ($)Stock Awards ($)All Other Comp ($)Total ($)
Anne L. Arvia202440,000 70,000 0 110,000
Note: Elected to the Board on May 28, 2024; director equity grant valued at closing price $22.24 on grant date; restricted stock vests May 28, 2025 .

Performance Compensation

ElementTypeGrant/Performance PeriodVesting/TermsPerformance Metrics
Director equityTime-based restricted stockGranted May 28, 2024One-year vesting to May 28, 2025None disclosed for directors; equity is time-based, not performance-based .

Other Directorships & Interlocks

  • Current public company: GATX Corporation, Director since 2009; currently Governance Chair and Compensation Committee member; previously Audit Chair for >9 years .
  • Compensation Committee interlocks: Company reports no Compensation Committee interlocks or insider participation for 2024; Arvia served on FFBC’s Compensation Committee in 2024 .
  • Related-party transactions: Company states no related person transactions in 2024 requiring disclosure other than a BOLI-related engagement involving another director (Rahe) and Fort Washington; none disclosed for Arvia . Policy requires Audit Committee approval of any potential related person transaction (regardless of amount) and CGNC review for independence .

Expertise & Qualifications

  • CPA since 1985; financial reporting and audit oversight capability .
  • Banking/financial services leadership (USAA Bank, Nationwide Bank/Insurance, ShoreBank; CEO/President of Auto Club Trust, FSB) .
  • Strategic transformation, digital/direct channels, and operating business experience (Principal at Cornerstone Advisors) .
  • Public company governance (GATX) with governance and compensation committee leadership; long-tenured audit oversight .

Equity Ownership

HolderShares Beneficially Owned% of OutstandingNotes
Anne L. Arvia4,750 <1% Directors’ ownership guidelines require ownership equal to 5x the annual cash retainer; if not in compliance, must retain 75% of net after-tax shares from awards until met. Company states all directors are currently in compliance .
Policy guardrailsInsider Trading Policy includes anti-hedging and anti-pledging; best practices explicitly disallow hedging/pledging/short sales by directors, executives, or employees .
Section 16 complianceCompany believes all officers/directors complied with Section 16(a) filing requirements for 2024 (one amended Form 3 by another officer; not related to Arvia) .

Governance Assessment

  • Strengths and signals
    • Independent director with relevant industry and financial expertise; Audit and Compensation Committee membership aligns with CPA credential and banking leadership background .
    • Strong engagement indicators: Board-wide 96% attendance in 2024; all directors >75%; Arvia attended the 2024 Annual Meeting .
    • Ownership alignment: Director equity retainer with one-year vesting; director ownership guideline of 5x cash retainer and retention requirement; company reports all directors are in compliance; anti-hedging/pledging policy in place .
    • Compensation governance: Director pay reviewed with independent consultant (Meridian); no option repricing; double-trigger change-in-control provisions and clawback policy (program-level best practices) .
  • Potential conflicts and watch items
    • External affiliations: Principal at Cornerstone Advisors (advises financial institutions). No related-party transactions involving Arvia disclosed for 2024; any future engagement would need Audit Committee approval and CGNC independence review under policy .
    • Overboarding/interlocks: Company enforces director over-boarding limits; no Compensation Committee interlocks reported for 2024 .
  • Overall view
    • Arvia’s audit literacy, bank operator background, and public company governance experience support FFBC’s board effectiveness. Current disclosures show independence, strong attendance, aligned pay structure, and no related-party exposure for Arvia—favorable for investor confidence .