Thomas O’Brien
FIRST FINANCIAL BANCORP /OH/About Thomas M. O’Brien
Independent director of First Financial Bancorp. (FFBC) since 2018; age 68; founder of Simpactful Consulting. Current FFBC committee roles: Capital Markets Committee Chair and Compensation Committee member. Board independence affirmed by Nasdaq standards; O’Brien was excused from attending the 2024 annual shareholder meeting but met the >75% attendance threshold for Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Vice President & Chief Global Commercial Officer; 31-year career | Retired 2010 | Led strategies and innovations that delivered results in revenue, market share, productivity |
| Boston Consulting Group | Senior Advisor | 10 years | Advised large consumer companies on commercial opportunities |
| MainSource Financial Group, Inc. | Director | 2010–Apr 1, 2018 | Bank director experience preceding FFBC combination |
| MainSource Bank | Director | 2010–Apr 1, 2018 | Bank director experience preceding FFBC combination |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simpactful Consulting | Co-founder/Owner | Since 2015 | Retail consulting; >225 clients served since inception |
| Harry’s, Inc. | Advisory Board Member | Current | Consumer brand advisory role |
| One 80 Place | Board Member | Current | Homeless support non-profit |
| 573 Meeting Street | Board Member | Current | Low-income housing non-profit |
Board Governance
- Independence: YES; Board deems all directors except the CEO independent; committee independence affirmed (Audit, Compensation, Governance) .
- Committee assignments: Capital Markets (Chair); Compensation (Member). Capital Markets Committee met 4 times in 2024; oversight includes capital position, investment portfolio, interest rate risk, capital planning, and compliance; Compensation Committee met 4 times in 2024; oversees CEO/NEO pay, equity plans, risk review, CD&A, and director pay recommendations .
- Attendance and engagement: Board held 10 meetings and 7 independent director executive sessions in 2024; overall Board/committee attendance 96%. O’Brien was excused from attending the 2024 annual shareholder meeting; policy requires >75% attendance to be re-nominated, which directors met in 2024 .
- Leadership structure: Separate Chair (Claude Davis) and Lead Independent Director (Vincent Berta); executive sessions led by LID .
Fixed Compensation (Director)
| Component | Structure | 2024 Amount |
|---|---|---|
| Annual Board retainer (cash) | $60,000 paid quarterly [structure] | — |
| Annual Board equity grant | $70,000 restricted stock (1-year vest) [structure] | — |
| Committee chair retainer | $15,000 for Capital Markets Chair (raised from $10,000 in May 2024) [structure] | — |
| Fees Earned (cash) | Actual cash paid in 2024 | $72,917 |
| Stock Awards (grant-date fair value) | Restricted stock granted at annual meeting | $70,000; grant 5/28/2024, vests 5/28/2025 |
| All Other Compensation | Accrued dividends on vested restricted stock | $3,240 |
| Total | Sum of above | $146,157 |
Notes:
- Board retainer structure and chair fee adjustments were set by the Compensation Committee after peer review (Meridian consultant) .
- Directors may elect to purchase stock with cash retainers via the 2019 Director Fee Stock Plan (shares issued quarterly) .
Performance Compensation (Company program oversight by Compensation Committee)
- As a Compensation Committee member, O’Brien oversees FFBC’s executive pay-for-performance structure.
2024 Short-Term Incentive Plan (STIP) metrics and payout:
| Measure | Relative To | Weight | Payout Scale | 2024 FFBC Result | FFBC Percentile | Payout % of Target |
|---|---|---|---|---|---|---|
| Return on Assets | KBW Regional Banking Index | 40% | 0% at <25th; 100% at 50th; 200% at >90th | 1.36% | 88.7 | 195.7% |
| Classified Assets | KBW Index | 30% | Same scale | 1.21% | 59.3 | 118.6% |
| EPS Growth | KBW Index | 30% | Same scale | (8.63)% | 44.1 | 76.4% |
| Weighted Average Total Payout | — | — | — | — | — | 136.8% |
2024 Long-Term Incentive Plan (LTIP) performance metrics:
| Measure | Relative To | Weight | Vesting Construct |
|---|---|---|---|
| 3-year Total Shareholder Return | KBW Index | 50% | 0% below 25th; 50% at 25th; 100% at 60th; 150% at ≥75th (interpolated) |
| 3-year Average ROA | KBW Index | 50% | Same scale (3-year period ending 12/31/2026) |
- 2025 STIP metric change (oversight context): “Classified Assets” replaced with “Net Charge-Offs/Avg Loans” (relative), maintaining ROA and EPS growth, same relative payout scale .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| MainSource Financial Group, Inc. | Public (prior) | Director (2010–2018) | Prior board service; no current interlocks disclosed |
| Harry’s, Inc. | Private | Advisory Board | No FFBC conflict disclosed |
| One 80 Place; 573 Meeting Street | Non-profit | Board Member | No FFBC conflict disclosed |
- Compensation Committee interlocks: None in 2024; no insider participation issues disclosed .
Expertise & Qualifications
- Senior leadership, sales/marketing, and business owner experience; public company exposure; M&A/business development competencies cited in Board skills matrix for O’Brien .
- Brings consumer insights and commercial strategy expertise from P&G/BCG and entrepreneurial lens via Simpactful .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Thomas M. O’Brien | 53,863 | <1% | Includes 50,715 jointly owned with spouse in revocable trust |
Ownership alignment and policies:
- Director stock ownership guideline: 5× annual cash retainer; must hold 75% of net after-tax shares until in compliance; all directors currently in compliance .
- Anti-hedging and anti-pledging: Directors prohibited from hedging or pledging Company shares; derivatives trading also prohibited .
Governance Assessment
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Strengths:
- Independent director with relevant capital markets and compensation oversight; Capital Markets Chair role aligns with FFBC’s focus on interest rate risk, investments, and capital planning .
- Robust governance infrastructure: separate Chair and LID; annual evaluations; clawback policy updated per Dodd-Frank/Nasdaq; strong anti-hedging/pledging policy .
- Shareholder support for executive compensation remains high (Say-on-Pay: 96.69% in 2024; 97.35% in 2023), signaling investor confidence in pay design overseen by the Compensation Committee .
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Watch items / potential conflicts:
- O’Brien is principal of Simpactful Consulting; FFBC policy prohibits directors from performing professional services that could impair independence; no related-party transactions involving O’Brien were identified in 2024. Continuous monitoring advisable to ensure no consulting engagements with FFBC or affiliates arise .
- Attendance: O’Brien was excused from the 2024 annual meeting; while overall attendance standards were met, annual meeting presence is a visible signal for investors; continued high attendance supports confidence .
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Overall read-through: O’Brien’s consumer/commercial background complements FFBC’s strategic priorities; committee roles position him to influence risk-aware capital and pay-for-performance designs. Policies limiting conflicts, hedging, and pledging, plus ownership guideline compliance, support alignment with shareholders .