Karen Woods

About Karen Woods

Karen B. Woods is Executive Vice President, General Counsel and Chief Administrative Officer of First Financial Bancorp. (FFBC). She joined FFBC in April 2018 following the MainSource acquisition, serving as General Counsel and Chief Risk Officer from 2018–2022 before moving to her current role; she is 56 years old as of February 19, 2025 . She also serves as the Company’s Corporate Secretary for shareholder communications and proxy matters . Company performance context during 2024 included “record revenue growth,” strong fee income, and solid credit quality, per FFBC’s 2025 proxy highlights .

Past Roles

External Roles

Fixed Compensation

Multi-year compensation (reported amounts):

Base salary rate progression disclosed by FFBC:

• 2023 base salary set at $425,000 (from $400,000 in 2022), a 6.3% increase .

Performance Compensation

Short-Term Incentive Plan (STIP):

• Design: Payouts for executive officers are based entirely on corporate performance (no individual component) . Target opportunities (as % of salary): 60% in 2022 and 70% in 2023 for Woods .
• 2024 opportunity: Target cash opportunity $303,450 (max $606,900) per the 2024 plan-based awards table .
• Actual payouts (Non-Equity Incentive Plan Compensation): $310,063 (2022), $484,715 (2023), $413,874 (2024) .

Long-Term Incentive Plan (LTIP):

• Structure: Senior executives receive a mix of performance-based restricted stock (PBRS) and time-based restricted stock (TBRS), generally vesting over three years. Performance shares vest after three years based on pre-determined measures; TBRS vests ratably over three years. Historic PBRS metrics included three-year relative total shareholder return and three-year relative return on assets vs. banking peers (KBW Regional Bank Index), with 0–150% payout curves based on percentile performance .
• 2024 grant detail for Woods (grant date 3/7/2024): 7,336 time-based shares (grant date fair value $162,566); performance-based target 3,668 shares (max 11,004; grant date fair value $162,566) .

Clawback and trading policies:

• FFBC maintains a clawback policy and prohibits hedging and pledging of Company stock for executives and directors (including margin accounts) via its Insider Trading Policy .

STIP/LTIP Data Table (Woods)

Equity Ownership & Alignment

• Beneficial ownership progression: | Metric | 2023 (as of Mar 24, 2023) | 2024 (as of Apr 1, 2024) | 2025 (as of Mar 28, 2025) | |---|---:|---:|---:| | Common Shares Beneficially Owned | 59,720 | 70,509 | 79,396 | | Included Unvested PBRS (counts within total; voting/dividend rights subject to escrow) | 17,377 | 19,684 | 20,260 | | Notes on indirect/joint holdings | Disclosed in footnotes | Disclosed in footnotes | Disclosed in footnotes | | Ownership as % of class | <1% each year |

• Policy alignment: FFBC prohibits hedging and pledging; annual acknowledgment is required, and the Insider Trading Policy is filed as Exhibit 19 to the 2024 10-K . FFBC maintains stock ownership guidelines for executive officers (guidelines present; specifics not disclosed in the cited sections) .

Employment Terms

Change-in-control (CIC) and severance framework (entered in connection with the MainSource merger):

• CIC Agreements for certain MainSource executives, including Karen B. Woods, effective upon merger close; initial term through April 30, 2019 with automatic one-year renewals thereafter .
• Severance without CIC: lump sum equal to 24 months base salary plus a short-term bonus equal to the lesser of (a) 2× target annual STIP bonus or (b) 2× the average of the three most recent actual annual bonuses; plus outplacement and COBRA coverage, subject to conditions .
• CIC-triggered termination (termination without cause or resignation for good reason within one year post-CIC or immediately prior): lump sum equal to 24 months base salary plus 2× target annual STIP bonus; plus outplacement and COBRA coverage, subject to conditions .
• FFBC delivered “standard offers of employment” to Ms. Woods at merger close, including base salary, target annual incentive, and standard benefits (with CIC agreements as above) .

Additional Disclosures and Governance Signals

• Corporate Secretary function: Woods signs numerous FFBC filings, including proxies and current reports, underscoring centrality in governance and disclosure processes .
• Policy on trading: Anti-hedging/anti-pledging applies enterprise-wide; FFBC notes belief that no pledging exists among covered insiders in prior years, and maintains trading windows and pre-clearance (policy reference in proxy; details filed with 10-K) .

Investment Implications

• Pay-for-performance alignment: Woods’ STIP target increased to 70% of salary (2023), and actual bonuses have been meaningfully variable ($310k in 2022; $485k in 2023; $414k in 2024), signaling linkage to consolidated performance outcomes . LTIP remains majority performance-contingent with three-year PBRS against peer metrics, supporting multi-year alignment .
• Limited selling pressure from risk practices: FFBC’s explicit ban on hedging and pledging reduces forced-sale and de‑risking behaviors; annual acknowledgments and filed policy bolster enforcement credibility .
• Retention/transition: CIC agreements with 2× salary and 2× target bonus (CIC) are in line with regional bank practices, mitigating abrupt exit risk during strategic events while not appearing excessive; ongoing automatic renewals maintain protection symmetry .
• Ownership trajectory: Beneficial ownership has grown from ~59.7k to ~79.4k shares (2023–2025), with unvested PBRS included, indicating continued equity exposure; ownership remains <1% of shares outstanding, typical for non-CEO NEOs at regional banks .
• Governance: As Corporate Secretary and chief legal officer, Woods’ roles centralize governance, disclosure, and policy enforcement—factors that generally lower governance risk and support consistent execution of compensation and trading policies .

Sources: FFBC 2025, 2024, 2023 DEF 14A; FFBC 2024 and 2025 10-K executive officer sections; 2017 S-4/A (MainSource merger); related FFBC 8-Ks and Insider Trading Policy references as cited.