Claude Davis

About Claude E. Davis

Claude E. Davis is Chair of the Board of First Financial Bancorp. (FFBC) and First Financial Bank and serves as President/Partner of Brixey & Meyer Capital; he is age 64 and has served on FFBC’s board since 2004. He previously was FFBC’s CEO (2004–2018) and Executive Chair (2018–2019), and the board currently considers him independent under Nasdaq rules (independence affirmed March 2025). Davis’s background includes 35+ years in financial services; he also serves on the Board of Indiana Farmers Mutual Insurance Company and owns Sacoma Specialty Products and Rapid Prototyping and Engineering .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except the CEO (Archie M. Brown) are independent; Davis is independent under Nasdaq rules (March 2025 review) .
• Leadership structure: Separate Chair (Claude E. Davis) and Lead Independent Director (Vincent A. Berta) maintained; Board affirms this split given Davis’s prior CEO role .
• Committees: 2024 standing committees include Audit, Compensation, Corporate Governance & Nominating (CGNC), Enterprise Risk & Compliance, Capital Markets, Diversity & Inclusion. Davis is Chair of the Board and not listed as a member/chair of those standing committees .
• Attendance and engagement: Overall attendance at Board and committee meetings was 96% in 2024; the Board held 10 meetings, all directors attended >75% of scheduled meetings; 7 executive sessions of independent directors were held .
• Director elections and terms: Annual election; majority voting policy in uncontested elections; 10 nominees for 2025 including Davis .

Fixed Compensation

Performance Compensation

• No performance-based metrics disclosed for director compensation; directors receive time-based restricted stock (one-year vesting) and may elect to take stock in lieu of cash fees under the Director Fee Stock Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills: Accounting/financial reporting, business development/M&A, business owner experience, capital allocation, financial industry, legal/regulatory, public company experience, risk management, senior leadership .
• Track record: Long tenure, prior CEO and Executive Chair roles provide deep institutional knowledge and industry perspective for oversight .

Equity Ownership

• Stock ownership guidelines for non-employee directors: 5× annual cash retainer; if not in compliance, must hold 75% of net after-tax shares received until in compliance. All directors currently in compliance; unvested restricted shares count toward guideline .
• Insider trading policy: Includes anti-hedging and anti-pledging provisions .
• No disclosure of pledged shares or hedging by Davis in the proxy .

Governance Assessment

• Strengths for investor confidence:

  • Independent Chair with clear separation from Lead Independent Director; independence reviewed annually (most recently March 2025) .
  • Strong board engagement and oversight culture (96% attendance, 10 meetings, 7 executive sessions; robust committee structure and annual/third-party assessments) .
  • Ownership alignment via stock retainer and director ownership guidelines; company anti-hedging/anti-pledging policy .

• Pay and structure signals:

  • Chair/committee cash retainers were increased in May 2024; this raises fixed cash components for leadership roles relative to prior year, offset by consistent equity grants ($70k restricted stock). Compensation consultant (Meridian) engaged to benchmark director pay .
  • Director equity is time-based, not performance-linked; this is typical for boards but limits explicit pay-for-performance link at director level .

• Conflicts and related-party oversight:

  • No related person transactions disclosed involving Davis in 2024; one related-party BOLI investment transaction involved another director (Rahe), with Audit Committee approval and CGNC independence review; Rahe remained independent but was disqualified from Audit Committee service thereafter—demonstrating enforcement of conflict controls .
  • Governance Principles strictly require Audit Committee review of any related person transaction and prohibit professional services that impair independence; ordinary-course arms-length banking relationships permitted under Regulation O .

• RED FLAGS to monitor:

  • Dual role history: Former CEO now Chair—mitigated by separate Lead Independent Director and annual independence determinations, but continued vigilance on board independence is prudent .
  • PE and private company ownership interests (Brixey & Meyer Capital; Sacoma; Rapid Prototyping & Engineering): monitor for potential counterparty overlaps with FFBC clients or vendors and ensure continued adherence to related-party review procedures .
  • Increase in fixed cash retainers for chair/committee roles (May 2024) can signal upward drift in guaranteed pay; continued benchmarking and alignment to peers via independent consultant is important .

Overall, Davis’s independent Chair role, long banking experience, and compliance with ownership guidelines support governance quality; the board’s conflict review processes and independence determinations provide guardrails, while the shift upward in leadership cash retainers warrants ongoing benchmarking and scrutiny to maintain pay-for-governance alignment .