James Anderson
FIRST FINANCIAL BANCORP /OH/About James M. Anderson
James M. “Jamie” Anderson is Executive Vice President, Chief Financial Officer and Chief Operating Officer of First Financial Bancorp. (FFBC). He became CFO on April 1, 2018 following the merger with MainSource and added COO responsibilities in April 2023; he is 53 and is a certified public accountant (inactive) . In 2024, FFBC delivered record adjusted revenue of $854 million and a 4.05% net interest margin, contributing to a Short-Term Incentive Plan (STIP) corporate payout of 136.8% of target; Anderson’s STIP payout was $531,951 . FFBC’s 2022-2024 LTIP cycle vested at the 150% maximum on March 5, 2025, driven by top-quartile 3-year ROA and TSR versus the KBW Index, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Financial Bancorp. | EVP, Chief Financial Officer | Apr 2018 – Present | Finance leadership through integration of MainSource and scaling FFBC |
| First Financial Bancorp. | Chief Operating Officer | Apr 2023 – Present | Expanded remit to operations alongside CFO role |
| MainSource Financial Group | Chief Financial Officer | Jan 2006 – Apr 2018 | Led finance through growth and sale to FFBC |
| MainSource Financial Group | Admin VP & Principal Accounting Officer | Mar 2005 – Jan 2006 | Strengthened financial reporting and controls |
| MainSource Financial Group | Controller & Principal Accounting Officer | Mar 2002 – Mar 2005 | Oversaw accounting and SEC reporting |
| MainSource Financial Group | Controller | Sep 2000 – Mar 2002 | Core controllership responsibilities |
External Roles
No external public company board roles were disclosed for Anderson in the company’s executive officer biographies (10-K executive officers section) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid ($) | $426,154 | $494,046 | $523,519 |
| Cash bonus ($) | $100 | $100 | $100 |
| All other compensation ($) | $16,714 | $31,341 | $40,629 |
| Change in pension value ($) | $21,286 | $62,480 | $77,608 |
| 2024 base salary rate | — | $515,000 (for reference) | $525,300 (+2%) |
| Target STIP (% of base) | — | 70% | 75% |
Notes:
- 2024 base salary “rate” reflects the approved level for the year; “salary paid” reflects actual cash salary recognized in the Summary Compensation Table .
Pension and benefits:
- Present value of accumulated benefits (12/31/24): Pension Plan $127,370; SERP $161,115; credited service 7 years .
- Company-paid group term life insurance: 2x base salary up to $600,000; broad-based medical/401(k) programs available to executives .
Performance Compensation
STIP structure, metrics, and 2024 payout
| Metric | Weight | FFBC 2024 result | Peer percentile | Payout % of target | Notes |
|---|---|---|---|---|---|
| Return on Assets | 40% | 1.36% | 88.7 | 195.7% | Relative to KBW Index; payout scale 0–200% based on percentile |
| Classified Assets (% of assets) | 30% | 1.21% | 59.3 | 118.6% | Relative to KBW Index |
| EPS Growth | 30% | (8.63%) | 44.1 | 76.4% | Relative to KBW Index |
| Weighted average payout | — | — | — | 136.8% | Committee made no discretionary adjustments |
| Anderson STIP payout ($) | — | — | — | — | $531,951 |
Policy evolution:
- For 2025, the Classified Assets metric is replaced with Net Charge-Offs as a % of Average Loans (still relative to peers); other STIP elements unchanged .
LTIP design and 2024 grants
| Item | Details |
|---|---|
| LTIP vehicles | 50% performance-based restricted stock (PBRS), 50% time-based restricted stock (TBRS) |
| PBRS metrics and vesting | 3-year relative TSR vs KBW (50%) and 3-year average ROA vs KBW (50%); 0% below 25th percentile; 50% vests at 25th; 100% at 60th; 150% cap at ≥75th; linear interpolation; 2024 grants performance period ends 12/31/26 |
| TBRS vesting | Vests in 3 equal annual installments on each grant anniversary |
| 2024 grant date | March 7, 2024 |
| 2024 LTI target (as % base) | Anderson: 80% |
| 2024 grant value ($) | Anderson: $420,242 (split equally between PBRS and TBRS) |
| 2024 shares granted | Anderson: 18,964 total; 9,482 PBRS (target), 9,482 TBRS |
| Grant-date price used | $22.16 per share |
| 2024 PBRS “max” grant-date value (assuming 150%) | Anderson: $315,182 (incremental cap disclosure) |
Stock vested in 2024 (value at vest date):
- Anderson: 15,871 shares; $350,191 realized value .
Performance cycle completed (2012 LTIP vintage that vested in 2025):
- 2022 PBRS (performance 1/1/2022–12/31/2024) paid at 150% maximum on 3/5/2025, with top quartile rankings in both ROA and TSR vs KBW Index .
Equity Ownership & Alignment
| Item | Anderson figure | Notes |
|---|---|---|
| Beneficial ownership (3/28/2025) | 131,382 shares; <1% of class | Includes 20,564 401(k) shares; 545 for benefit of daughter; 797 for benefit of son |
| Ownership guidelines | 2x base salary for NEOs; all executives in compliance | |
| Hedging/pledging | Prohibited for directors, officers, associates (no hedging or pledging; no margin accounts) | |
| Options outstanding | None (no unvested options; unvested options $0 in CIC table) |
Outstanding equity at 12/31/2024 (unvested/unearned):
| Award type | Grant date | Shares unvested/unearned | Market value at $26.88 |
|---|---|---|---|
| TBRS | 3/1/2022 | 2,138 | $57,469 |
| TBRS | 3/7/2023 | 4,990 | $134,131 |
| TBRS | 3/7/2024 | 9,482 | $254,876 |
| PBRS (target) | 3/1/2022 | 6,410 | $172,301 |
| PBRS (target) | 3/7/2023 | 7,484 | $201,170 |
| PBRS (target) | 3/7/2024 | 9,482 | $254,876 |
Vesting schedule and potential supply timing:
- TBRS 3/7/2024: 1/3 vested 3/7/2025; remaining tranches on 3/7/2026 and 3/7/2027 (subject to continued employment) .
- TBRS 3/7/2023: remaining tranche vests 3/7/2026 .
- PBRS 3/7/2024: performance period ends 12/31/2026; vest on 3/7/2027 based on relative TSR and ROA .
- PBRS 3/7/2023: performance period ends 12/31/2025; vest on 3/7/2026 .
- PBRS 3/1/2022: vested 3/5/2025 at 150% of target .
Dividends on restricted stock are escrowed and paid only upon vesting (both PBRS and TBRS) .
Employment Terms
Severance and Change-in-Control (CIC) Agreement (applicable to Anderson):
- Structure: One-year term; auto-renews; upon a CIC, term runs one year post-CIC .
- Without CIC (involuntary termination without Cause or resignation for Good Reason): 24 months base salary; STIP component equal to 2x target (or 2x 3-year average if “Covered Employee” rules apply); outplacement up to 5% of salary; up to 12 months employer COBRA contributions; plus earned/unpaid salary .
- With CIC (double trigger: termination within 12 months post-CIC): 24 months base salary; 2x STIP target; outplacement up to 5% of salary; employer COBRA contributions; plus earned/unpaid salary and accrued vacation . Equity acceleration requires both a CIC and qualifying termination within 18 months (double trigger under the 2020 Stock Plan) .
Potential payments (assumed CIC on 12/31/2024; stock at $26.88):
- Without regard to CIC (termination without Cause/for Good Reason):
- Base salary: $1,050,600; bonus for year of separation: $735,420; health/welfare/outplacement: $39,451; total: $1,825,471 .
- Following CIC (double trigger):
- CIC severance subtotal: $1,825,471 (same component breakdown as above) .
- Acceleration of unvested equity: $1,074,824; accrued dividends on restricted stock: $57,561; total unvested equity: $1,132,385; total benefits: $2,957,856 .
- 280G cutback: Benefits reduced to avoid excise tax if doing so maximizes after-tax amount; no excise tax gross-ups .
Clawback and risk safeguards:
- Dodd-Frank/Nasdaq-compliant recoupment policy adopted Oct 2023; recovery of erroneously awarded incentive comp upon restatement; additional recoupment for misconduct-related inaccuracies and significant adverse impacts (3-year lookback) .
- Anti-hedging and anti-pledging policy for insiders .
- Double-trigger required for CIC equity vesting; CIC severance capped at 2x target; incentive payouts capped at 2x target .
Investment Implications
- Alignment and upside/leverage: High proportion of at-risk pay (STIP and LTIP), relative performance metrics (ROA, TSR) with capped payouts, and strong say-on-pay support (96.69% in 2024; 97.35% in 2023) indicate robust shareholder alignment and low governance friction risk .
- Retention and change-in-control dynamics: 24 months of salary plus 2x target bonus and double-trigger equity vesting create meaningful retention incentives but also sizable CIC economics; 280G cutback and no gross-ups mitigate shareholder-unfriendly optics .
- Near-term selling pressure watchpoints: TBRS tranches vest in March each year (notably 3/7/2026 and 3/7/2027), and the 2023/2024 PBRS cycles conclude on 12/31/2025 and 12/31/2026, respectively; vesting-driven liquidity needs (e.g., tax withholding or diversification) could create periodic insider supply, though hedging/pledging is prohibited and executives must maintain ownership guidelines .
- Metric evolution and credit quality focus: STIP’s shift from Classified Assets to Net Charge-Offs in 2025 tightens the link to realized credit outcomes, potentially elevating loss normalization sensitivity in incentive payouts; monitor credit trends and relative peer standing for forward pay outcomes .