Maribeth Rahe
FIRST FINANCIAL BANCORP /OH/About Maribeth S. Rahe
Maribeth Rahe, age 76, has served as an independent director of First Financial Bancorp. since 2010. She is President and Chief Executive Officer of Fort Washington Investment Advisors, Inc. (since 2003), a wholly owned subsidiary of Western & Southern Financial Group, and brings 50+ years of banking and financial services experience, including executive roles at BMO’s Harris Bank (Vice Chair) and United States Trust Company of New York (Vice Chairman and later President) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Harris Bank (now BMO Bank) | Vice Chair of the Board; responsible for personal and commercial financial services | Not disclosed | Senior leadership across retail/commercial segments |
| United States Trust Company of New York | Vice Chairman and later President | Not disclosed | Executive leadership of trust and wealth management franchise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) | Director | 2005–2024 | Audit Committee Chair; Compensation Committee member |
| Cincinnati Arts Association | Vice Chair | Not disclosed | Governance/community leadership |
| Cincinnati Country Club | Board/Executive Committee | Not disclosed | Governance |
| Cintrifuse | Fund Advisory Board | Not disclosed | Venture/innovation ecosystem engagement |
| New York Landmark Conservancy | Life Trustee | Not disclosed | Non-profit governance |
| Rush-Presbyterian-St. Luke’s Medical Center | Life Trustee | Not disclosed | Non-profit governance |
| Sisters of Notre Dame de Namur | Development Advisory Board and P.A.C. | Not disclosed | Philanthropy |
| The Greater Cincinnati Foundation | Board | Not disclosed | Community impact |
| Xavier University, Williams College of Business | Board of Executive Advisors | Not disclosed | Academic advisory |
Board Governance
- Independence and roles: Rahe is an independent director and currently serves on the Capital Markets Committee (member) . The Board has 9 independent nominees out of 10 .
- Attendance: 2024 overall Board and Committee attendance was 96%. All directors attended >75% of scheduled meetings; all directors except Vincent Berta and Thomas O’Brien (excused) attended the 2024 Annual Meeting—Rahe attended .
- Executive sessions: Seven independent director executive sessions were held in 2024 .
- Governance architecture: FFBC maintains separate Chair, CEO, and Lead Independent Director roles; independent Compensation, Governance, and Audit Committees; majority voting; clawback; anti-hedging and pledging policies; and stock ownership guidelines for directors and executives .
- Committee change due to conflict management: In connection with a Fort Washington BOLI investment transaction, Rahe voluntarily removed herself from the Audit Committee on Jan 1, 2024; the CGNC determined she remained independent but disqualified her from any future Audit Committee service .
Fixed Compensation
| Director | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Maribeth S. Rahe (2024) | 60,000 | 70,000 | 3,240 | 133,240 |
- Director pay structure: Annual retainer remained at $130,000 for 2024 ($60,000 cash + $70,000 in restricted stock granted on May 28, 2024; one-year vesting to May 28, 2025; grant valued at closing price $22.24) .
- Chair/lead/chair retainers: Additional cash retainers increased in May 2024—Chair of the Board to $75,000; Lead Independent Director to $30,000; Audit and Enterprise Risk & Compliance chairs to $20,000; other committee chairs to $15,000 (Rahe is not shown as a chair) .
Performance Compensation
| Award Type | Performance Metrics | Vesting Terms | Notes |
|---|---|---|---|
| Annual Restricted Stock (Directors) | None disclosed for directors (time-based only) | One-year vesting; 2024 grant vested May 28, 2025 | Dividends on unvested shares held in escrow and paid upon vesting |
- No director PSUs/options disclosed; director equity is time-based restricted stock aligned to service, not performance hurdles .
- Grant timing/policy seeks to avoid MNPI influence and uses current market prices; annual awards set at the March Compensation Committee meeting .
Other Directorships & Interlocks
| Relationship | Nature | Governance Handling | Outcome |
|---|---|---|---|
| Fort Washington Investment Advisors (Rahe is CEO) → FFBC BOLI Investment | Related party transaction; fees >$120,000 | Rahe recused and left Audit Committee (Jan 1, 2024); Audit Committee approved; CGNC reviewed independence and kept Rahe independent but disqualified her from future Audit Committee service | Transaction completed Feb 8, 2024 after approvals |
RED FLAG: Related-party transaction with an entity led by the director. Mitigations: proactive recusal, committee changes, formal Audit Committee and CGNC approvals, and explicit independence determination. Ongoing constraint: disqualification from Audit Committee service .
Expertise & Qualifications
- Financial industry, accounting/financial reporting, community engagement, business development/M&A, public company experience, senior leadership, legal/regulatory, sales/marketing—per Board skills matrix for Rahe .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Guidelines | Compliance Status |
|---|---|---|---|---|
| Maribeth S. Rahe (as of Mar 28, 2025) | 63,103 | <1% | Non-employee directors must hold 5× annual cash retainer; retain 75% of net after-tax shares until compliant | All directors are currently in compliance |
- FFBC has anti-hedging and pledging restrictions in its insider trading policy; no pledging by Rahe is disclosed in the proxy .
Governance Assessment
- Strengths: Long-tenured independent director with deep financial services leadership and audit chair experience at a public company (CNSL); meets stringent ownership guidelines; strong Board-level attendance; Board maintains robust governance (separated leadership roles, majority voting, clawback, anti-hedging/pledging) supporting investor confidence .
- Concerns/Conflicts: The Fort Washington BOLI transaction introduces perceived conflict risk. FFBC’s governance response—Rahe’s recusal and removal from Audit, formal committee approvals, and independence affirmation with future Audit Committee disqualification—mitigates but does not entirely eliminate perception risk; investors should monitor for any future related-party engagements or expanded scope with Fort Washington .
- Engagement/Attendance: Rahe attended the 2024 Annual Meeting and met attendance standards within a Board that achieved 96% attendance and seven independent sessions, signaling active engagement .
- Compensation alignment: Director pay mix balances cash and equity; time-based stock grants and ownership guidelines enhance alignment; absence of options/PSUs for directors avoids incentive complexity and potential misalignment .
Overall, Rahe’s governance profile is strong on expertise and alignment, with a notable related-party transaction that was processed transparently and with safeguards; investors should view the mitigations as effective but continue oversight for potential future interlocks and committee constraints .