Dawn Morris
FIRST FINANCIAL BANCORP /OH/About Dawn C. Morris
Independent director of First Financial Bancorp. (FFBC), age 57, serving since 2023. Founder and CEO of Growth Partners Group with prior senior roles in banking and digital/marketing, and a graduate of the United States Military Academy at West Point; former U.S. Army Captain. Current board service includes America’s Car‑Mart (NASDAQ: CRMT). She serves on FFBC’s Audit, Corporate Governance & Nominating (CGNC), and Diversity & Inclusion Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Growth Partners Group | Founder & CEO | Since Nov 2020 | Strategic business transformation consulting |
| First Horizon Bank | Chief Digital & Marketing Officer | Sep 2018–Jan 2020 | Led digital transformation and marketing |
| Webster Bank | EVP & Chief Marketing Officer | Not disclosed | Senior marketing leadership |
| RBS Citizens Financial Group | SVP (Business Banking Product Mgmt; Customer Segment & Product Marketing) | Not disclosed | Product and segment strategy |
| RBC Bank | Banking Center Manager → VP Retail/Small Business Client & Branch Strategy | Not disclosed | Retail/small business strategy |
| U.S. Army (530th Supply & Service Battalion) | Captain | Not disclosed | Leadership, operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| America’s Car‑Mart (NASDAQ: CRMT) | Director | Not disclosed | Board service at used‑auto retailer |
| Junior League of Boca Raton | Member | Not disclosed | Community engagement |
| Impact 100 Palm Beach County | Member | Not disclosed | Philanthropy |
| Prior: Hartford Stage; Girl Scouts of Connecticut; Governor’s Partnership of Connecticut | Board/Trustee | Not disclosed | Non‑profit governance |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Dawn Morris is independent. Audit and CGNC membership requires independence; all members met Nasdaq standards.
- Committee assignments (2024): Audit (member, 9 meetings in 2024), CGNC (member, 4 meetings in 2024), Diversity & Inclusion (member).
- Attendance: Overall Board and committee attendance in 2024 was 96%, with all directors attending >75% of meetings; all directors except Vincent Berta and Thomas O’Brien (excused) attended the 2024 Annual Meeting. The Board held 10 meetings and 7 independent‑director executive sessions in 2024.
- Lead Independent Director and Board Chair: LID Vincent A. Berta; Chair Claude E. Davis; roles split to reinforce independence.
- Shareholder engagement: FFBC proactively engaged holders of ~66.5% of shares in fall 2024; results reported to CGNC, Compensation Committee, and the full Board.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Retainer (structure) | $60,000 cash + $70,000 restricted stock (one‑year vest) | $60,000 cash + $70,000 restricted stock (one‑year vest) |
| Fees Earned or Paid in Cash ($) | $39,583 | $60,000 |
| Stock Awards ($) | $70,000 | $70,000 |
| All Other Compensation ($) | $0 | $3,240 (accrued dividends on prior restricted stock vesting) |
| Total ($) | $109,583 | $133,240 |
| Director Equity Grant Date | May 23, 2023 | May 28, 2024 |
| Grant Pricing Reference | $19.88/share | $22.24/share |
Notes:
- Non‑employee director compensation unchanged in 2024 at $130,000 with $60,000 cash/$70,000 stock; restricted stock vests after one year and dividends on unvested shares are escrowed and paid upon vesting.
- Committee chair cash retainers increased in May 2024: Board Chair to $75,000, Lead Director to $30,000, Audit and ERM chairs to $20,000, other committee chairs to $15,000. Morris is not a chair.
Performance Compensation
| Element | 2024 Details | 2023 Details |
|---|---|---|
| Equity Vehicle | Restricted stock (time‑based) | Restricted stock (time‑based) |
| Grant Date | May 28, 2024 | May 23, 2023 |
| Fair Value ($) | $70,000 | $70,000 |
| Per‑Share Price Reference | $22.24/share | $19.88/share |
| Vesting | 1 year; dividends escrowed and paid at vest | 1 year; dividends escrowed and paid at vest |
| Options/PSUs | None disclosed for directors | None disclosed for directors |
| Performance Metrics | None (time‑based vesting; no TSR/financial metrics for director equity) |
Compensation governance:
- Director pay set with Meridian Compensation Partners as independent consultant; peer benchmarking used.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Risk |
|---|---|---|
| America’s Car‑Mart (CRMT) | Current director | No FFBC‑specific related party transactions involving Morris disclosed; normal banking relationships permitted on arm’s‑length terms. |
Expertise & Qualifications
- Banking, digital transformation, and marketing expertise across regional/national banks; senior leadership and public company experience.
- West Point graduate; U.S. Army Captain—operational leadership credentials.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Dawn C. Morris | 6,670 | <1% | Includes 3,522 shares jointly owned with spouse |
Ownership alignment:
- Director stock ownership guideline: 5x annual cash retainer; hold 75% of net after‑tax shares until compliant. All directors are in compliance.
- Insider Trading Policy includes anti‑hedging and pledging prohibitions.
Governance Assessment
- Strengths: Independent director with Audit and CGNC roles; strong attendance culture (96% overall in 2024) and independent‑only executive sessions; robust ownership guidelines with compliance; anti‑hedging/pledging and clawback policies; shareholder engagement looped back to CGNC and Board.
- Compensation alignment: Balanced cash/stock mix ($60k/$70k) with time‑based vesting; no options or performance games; chair fees structured to workload—Morris not a chair.
- Conflicts/Related party exposure: No related person transactions involving Morris disclosed in 2024; policy requires Audit Committee and CGNC review of any such items.
- RED FLAGS: None identified for Morris—no pledging/hedging allowed, no disclosed related‑party transactions, not over‑boarded relative to FFBC limits (policy in place), and attendance thresholds met.