Gary Warzala
FIRST FINANCIAL BANCORP /OH/About Gary Warzala
Gary W. Warzala, age 69, is an independent director of First Financial Bancorp. (FFBC) since 2022. He is an Executive Partner at Gartner, Inc. (NYSE: IT) since 2019 and a veteran chief information security officer (CISO) with prior CISO roles at Fifth Third Bank, PNC Bank, and Visa, holding CISSP and CRISC certifications; he was inducted into the CISO Hall of Fame in 2022 . His board profile emphasizes cybersecurity, technology, risk management, and senior leadership competencies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gartner, Inc. | Executive Partner | Since 2019 | Advises clients on information security strategy leveraging 20 years as a CISO |
| Fifth Third Bank | Chief Information Security Officer | Not disclosed | Led enterprise information security; financial services experience |
| PNC Bank | Chief Information Security Officer | Not disclosed | Led enterprise information security; risk management |
| Visa International | Chief Information Security Officer | Not disclosed | Global payments security leadership |
| CyberRisk, LLC | Managing Principal | Not disclosed | Consulting in cyber risk |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Indiana Golf Foundation | Board Member | Non-profit | Focus on junior golf programs incl. First Tee-Indiana |
| Economic Crime & Cybersecurity Institute (Utica College) | Former Board Member | Academic/Institute | Prior advisory role |
| INTERalliance of Greater Cincinnati | Former Board Member | Non-profit | Prior advisory role |
| Univ. of Cincinnati School of Information Technology | Former Industry Advisory Board Member | Academic | Prior advisory role |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq Rules; Warzala is designated independent in the director slate .
- Committees: Member, Corporate Governance & Nominating (CGNC); Chair, Enterprise Risk & Compliance (ER&C) .
- Committee activity: CGNC held 4 meetings in 2024; ER&C held 4 meetings in 2024, overseeing risk appetite, disclosures, credit portfolio, and cybersecurity/AI risk .
- Attendance: Board held 10 meetings in 2024 with overall 96% attendance; all directors attended >75% of meetings; Warzala was not among the two directors excused from the 2024 annual meeting, indicating he attended .
- Board structure: Separate Chair and Lead Independent Director; seven executive sessions of independent directors in 2024; majority voting policy applies in uncontested elections .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 66,667 | 70,000 | 2,663 | 139,330 |
| 2024 | 77,917 | 70,000 | 3,240 | 151,157 |
- Structure: Annual director retainer remained $130,000 in 2024 (cash $60,000; restricted stock $70,000, one-year vest; dividends escrowed) .
- Chair fees: As of May 2024, ER&C and Audit committee chair cash retainers increased to $20,000; other committee chair retainers to $15,000; Chair of Board $75,000; Lead Independent Director $30,000 .
- Election to purchase stock with cash retainer available via 2019 Director Fee Stock Plan (shares issued quarterly) .
- No meeting fees; no separate fees for service on First Financial Bank board .
Performance Compensation
| Element | Terms | Vesting/Triggers | Notes |
|---|---|---|---|
| Annual Restricted Stock (Director) | $70,000 grant value (issued at annual meeting price) | One-year vest; dividends held in escrow and paid upon vesting | Issued May 28, 2024 at $22.24 per share for grant accounting; director-level (non-NEO) equity has no performance metrics |
| Ownership Guidelines | 5x annual cash retainer for non-employee directors | Must hold 75% of net shares from equity until compliant | All directors currently in compliance |
| Hedging/Pledging Policy | Prohibits hedging, pledging, and derivative transactions in FFBC stock | Ongoing | Alignment measure for directors and officers |
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships disclosed in proxy |
| Gartner, Inc. (employer) | Executive Partner | Public (NYSE: IT) | No related-party transactions with Gartner disclosed; policy prohibits directors providing professional services to company/affiliates |
Expertise & Qualifications
- Core competencies: Cybersecurity/technology, risk management, public company and senior leadership experience .
- Certifications and recognition: CISSP and CRISC; CISO Hall of Fame (2022) .
- Financial services depth: Former CISO at major banks and Visa; aligns directly with ER&C oversight of cybersecurity and AI governance .
Equity Ownership
| As of | Beneficial Shares | Ownership % of SO | Notes |
|---|---|---|---|
| March 28, 2025 | 9,610 | <1% | Board and executives’ total beneficial ownership equals 1.13% (group of 17) |
- Guideline compliance: All directors meet ownership requirements (includes unvested time-based restricted shares in calculation; performance-based unvested shares excluded) .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company believes all officers and directors complied with Form 3/4/5 filing requirements for 2024; one amended Form 3 by a non-director officer, not related to Warzala |
| Hedging/Pledging | Prohibited for directors and officers under Insider Trading Policy |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Result (FOR/AGAINST/ABSTAIN/Broker Non-votes) | Notes |
|---|---|---|
| 2024 | 73,347,273 FOR / 2,251,105 AGAINST / 259,516 ABSTAIN / 9,624,541 Broker non-votes | Historical say-on-pay support noted at 96.69% in 2024 proxy |
| 2025 | 73,871,965 FOR / 1,400,214 AGAINST / 411,438 ABSTAIN / 9,707,030 Broker non-votes | Maintained strong investor support |
Governance Assessment
- Board effectiveness: Warzala chairs ER&C, directly overseeing enterprise risk, cybersecurity posture, AI governance, risk appetite, and credit portfolio reviews—highly aligned with his cybersecurity and risk credentials .
- Independence and engagement: Independent director with committee leadership; attended >75% of meetings in 2024 amid overall 96% attendance; participated in a board conducting regular executive sessions and third-party assessments (2023) .
- Alignment and incentives: Director compensation mix balances cash and time-based equity; robust ownership guidelines and anti-hedge/pledge policy strengthen alignment; no meeting fees that could misalign incentives .
- Conflicts and related parties: No related-party transactions disclosed involving Warzala; Board policies require Audit Committee review of any director-related transactions and prohibit directors providing professional services to the Company .
- Shareholder signals: Consistently strong say-on-pay outcomes and structured shareholder engagement feed into governance committees, reinforcing investor confidence .
Red Flags
- None disclosed specific to Warzala: no related-party transactions, no hedging/pledging, and attendance thresholds met .