Richard Dennen
FIRST FINANCIAL BANCORP /OH/About Richard S. Dennen
Richard S. “Rick” Dennen serves as Executive Vice President and Chief Corporate Banking Officer at First Financial Bancorp., responsible for all commercial lines including business capital, investment real estate, equipment finance, treasury management, and foreign exchange; he has held this role since 2021 and is a certified public accountant (CPA) . During 2024, FFBC highlighted record fee income and revenue growth, with strong credit quality and liquidity, framing the context for executive pay and performance alignment . Pay-versus-performance disclosures emphasize Return on Assets (ROA), Classified Assets %, EPS growth, and relative TSR as the most important financial measures linking compensation to outcomes . For the 2019–2024 cycle, performance-based LTIP from the 2022 grant paid at the maximum (150%) as both three-year ROA and TSR ranked in the top quartile versus the KBW Index, underscoring strong relative execution in Dennen’s incentive framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Financial Bancorp. | EVP, Chief Corporate Banking Officer | 2021–Present | Leads all commercial segments including business capital, investment real estate, equipment finance, treasury management, and FX . |
| First Commercial Finance (Oak Street Funding; First Franchise Capital) | President & CEO | 2015–Present | Specialty finance platforms lending to insurance agencies, RIAs, CPAs, energy and indirect auto; restaurant franchise lending via First Franchise Capital . |
Fixed Compensation
Multi‑year summary compensation (as reported in DEF 14A):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $507,116 | $526,154 | $538,562 |
| Stock Awards ($) | $357,036 | $371,030 | $378,448 |
| Non‑Equity Incentive Plan Compensation ($) | $401,728 | $606,227 | $516,125 |
| All Other Compensation ($) | $15,429 | $26,030 | $27,218 |
| Total ($) | $1,291,173 | $1,613,294 | $1,555,159 |
Notes:
- “Non‑Equity Incentive Plan Compensation” reflects annual cash incentive payouts under the STIP .
- Target bonus percentages were not explicitly stated in the excerpts above; historical context appears in prior CD&A but is not reproduced here.
Performance Compensation
Short‑Term Incentive Plan (STIP) design and 2021 results context
- Company STIP metrics used historically included ROA (relative), Classified Assets %, and EPS, with 2021 payout at 156.2% of target company‑wide .
- For Dennen in 2021 (first 3 months tied to his segment plan), the STIP was 50% company STIP and 50% Commercial Finance pre‑tax, pre‑provision income (PTPPI), yielding a total payout of 178.1% of target (200% on the business unit leg) .
2021 Company STIP (illustrative for plan design)
| Metric | Weight | Result | Payout % of Target |
|---|---|---|---|
| Return on Assets (relative) | 40% | 61.6th percentile | 123.2% |
| Classified Assets % | 30% | 76.9th percentile | 156.3% |
| EPS vs Budget | 30% | $2.29 vs $1.55 | 200% |
| Blended company payout | — | — | 156.2% |
2021 Dennen STIP (first 3 months)
| Component | Weight | Result | Payout % |
|---|---|---|---|
| Company STIP | 50% | 156.2% | 156.2% |
| Commercial Finance PTPPI | 50% | 130.8% | 200% |
| Total | — | — | 178.1% |
Most important performance measures (current compensation design):
- ROA; Classified Assets as % of Total Assets; EPS Growth; Relative TSR .
Long‑Term Incentive Plan (LTIP) – Performance Stock
- 2022 LTIP performance shares: two equally weighted metrics over 36 months ended Dec 31, 2024: (1) ROA vs KBW Index peers, and (2) TSR vs KBW Index peers; vesting scale interpolated from 50% at 25th percentile to 150% at 75th percentile+, with 100% at 60th percentile .
- Actual 2022 grant payout (approved Mar 5, 2025): top quartile on both metrics → 150% maximum payout .
2022 LTIP performance share framework and outcome
| Metric | Weight | Performance scale (25th/60th/75th pct) | FFBC result (Dec’21–Dec’24) | Payout |
|---|---|---|---|---|
| ROA vs KBW | 50% | 50% / 100% / 150% | 83.6th percentile | 150% |
| TSR vs KBW | 50% | 50% / 100% / 150% | 75.0th percentile | 150% |
| Total payout | — | — | — | 150% |
Additional design clarity:
- FFBC does not utilize stock options for NEOs (historical table showed no options outstanding as of year-end 2017), relying on restricted and performance-based stock instead .
Equity Ownership & Alignment
Current beneficial ownership (record date March 28, 2025):
| Holder | Common Shares Beneficially Owned | Percent of Class | Notable inclusions/exclusions |
|---|---|---|---|
| Richard S. Dennen (NEO) | 81,856 | <1% | Includes 24,691 unvested performance‑based restricted shares; executives retain voting and dividend rights (dividends escrowed until vest) . |
Policies supporting alignment and risk controls:
- Stock ownership guidelines apply to executive officers (company‑wide governance disclosure) .
- Insider Trading Policy includes anti‑hedging and anti‑pledging provisions applicable to insiders .
Employment Terms
Severance (Good Reason/without Cause, not in connection with change in control) – scheduled benefits as of each year‑end:
| Component ($) | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary | $1,020,000 | $1,060,000 | $1,081,200 | $1,081,200 |
| Bonus for Year of Separation | $765,000 | $927,500 | $946,050 | $946,050 |
| Health/Welfare/Outplacement | $42,362 | $45,639 | $46,169 | $46,169 |
| Total Benefits | $1,827,362 | $2,033,139 | $2,073,419 | $2,073,419 |
Additional context:
- FFBC maintains employment/severance and change‑in‑control agreements for NEOs to support retention and transactional certainty; detailed terms, including CIC mechanics, are described in the proxy (terms discussion referenced in the 2025 proxy) .
- Historical disclosures (2016–2018) noted a Dennen severance multiplier framework referencing 2x bonus target for certain scenarios, reflecting prior‑period plan terms (may have been superseded by later agreements) .
Investment Implications
- Alignment and pay-for-performance: A meaningful portion of Dennen’s total pay is variable (STIP + equity), with 2024 non‑equity incentive and stock awards totaling ~$0.89 million of $1.56 million, and LTIP tied to multi‑year ROA/TSR vs peers; 2022 LTIP paid at the 150% cap based on top‑quartile results, signaling strong recent relative performance under his incentive constructs .
- Retention and transaction dynamics: Severance protection of roughly $2.07 million as of year‑end 2024–2025 provides moderate retention value and negotiating leverage in adverse or transitional events .
- Skin in the game, risk controls: Current beneficial ownership of 81,856 shares (including 24,691 unvested PRS) demonstrates equity exposure; anti‑hedging/pledging policy and stock ownership guidelines reinforce long‑term alignment and mitigate governance red flags .
- Operating backdrop: FFBC’s 2024 narrative highlighted record fee income and revenue growth with solid credit and liquidity, and the company’s compensation linkage to ROA, credit quality, EPS growth and relative TSR is consistent with shareholder value creation drivers in regional banking .
Data Appendix and Sources
- Executive background and role scope: 10-K FY2021 (filed 2022-02-18) and 10-K FY2022 (filed 2023-02-24) executive officers section .
- Proxy Statement 2025 (DEF 14A, filed 2025-04-17): meeting info, governance summary, share ownership, executive compensation, LTIP payout details, severance table .
- Proxy Statement 2024 (DEF 14A, filed 2024-04-18): 2023 highlights, governance summary, severance table .
- Proxy Statement 2023 (DEF 14A, filed 2023-04-13): 2022 SCT, severance table .
- Historical compensation design and awards context (2016–2018): prior DEF 14A disclosures for STIP, outstanding equity, and severance multipliers .