Vincent Berta
FIRST FINANCIAL BANCORP /OH/About Vincent A. Berta
Vincent A. Berta, age 66, is Lead Independent Director of First Financial Bancorp. (FFBC) and President & Managing Director of Covington Capital, LLC; he has served on FFBC’s Board since 2018 and as Lead Independent Director since 2020. He brings 35+ years in financial services, including executive roles at U.S. Bank and as Chairman/CEO of Trans Financial, Inc., along with CFO experience and investment advisory leadership; he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covington Capital, LLC | President & Managing Director | Since Jan 1997 | Private investment firm; specialized investment banking/advisory to financial, real estate, and investment companies. |
| U.S. Bank Corporation | Executive Vice President & Regional Chairman | Not disclosed | Senior leadership/executive oversight in regional banking. |
| Trans Financial, Inc. (acquired by U.S. Bank in 1998) | Chairman, President & CEO | Until 1998 (acquisition) | Led a $2.3B bank through sale; strategic and operational leadership. |
| Landmark Financial Advisors, Inc. | Partner & Co‑founder | Not disclosed | Registered investment advisory; ownership/strategy. |
| Various banking institutions | Chief Financial Officer and other roles | Not disclosed | Financial reporting, controls, risk management. |
| Civic/Community | Participant in Focus 2030 Comprehensive Plan (Bowling Green, KY) | Not disclosed | Community planning/input on local growth framework. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MainSource Financial Group, Inc. & MainSource Bank | Director | 2016 – Apr 1, 2018 | Served prior to MainSource’s combination with FFBC; provides integration legacy and regional banking perspective. |
Board Governance
- Current roles: Lead Independent Director; Chair, Corporate Governance & Nominating Committee; Member, Enterprise Risk & Compliance Committee.
- Independence: Board determined all directors except the CEO are independent; Berta is independent and serves in independent leadership.
- Board leadership structure: FFBC separates Chair (Claude E. Davis), CEO, and Lead Independent Director (Berta), with LID responsibilities including consulting with the Chair on Board meetings.
- Attendance/engagement: In 2024 the Board/Committee overall attendance was 96%; there were 10 Board meetings and 7 meetings of independent directors.
- Shareholder engagement: Company reached out to holders of ~66.5% of shares in fall 2024; engagement results were reported to the CGNC (which Berta chairs), the Compensation Committee, and the full Board.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $87,917 | Includes Board retainer and additional retainers for LID and committee chair roles; cash fees paid quarterly. |
| All Other Compensation | $3,240 | Accrued dividends paid on restricted stock that vested in 2024. |
| Total Cash + Other | $91,157 | Sum of cash and other compensation. |
Compensation structure and retainers:
- Annual director retainer remained $130,000 in 2024: $60,000 cash + $70,000 in restricted stock, vesting in one year; no additional fees for service on First Financial Bank’s board.
- Additional cash retainers increased in May 2024: Chair of Board to $75,000; Lead Independent Director to $30,000; ERM & Audit chairs to $20,000; other committee chairs to $15,000.
Performance Compensation
| Award Type | Grant Date | Grant Fair Value | Vesting | Grant Pricing Basis | Dividends on Unvested Shares |
|---|---|---|---|---|---|
| Restricted Stock (Annual Director Grant) | May 28, 2024 | $70,000 | Vests May 28, 2025 | Closing price $22.24/share at grant date | Held in escrow; paid upon vesting (reflected in “All Other Compensation”). |
Directors do not have performance‑based equity metrics (e.g., TSR hurdles); director equity is time‑based restricted stock intended to align interests and support retention.
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| MainSource Financial Group, Inc. & MainSource Bank | Public bank (historical) | Director (2016–2018) | Historical service prior to FFBC combination; no current interlock with competitors/suppliers/customers disclosed. |
Expertise & Qualifications
- Financial services leadership (CEO/Chairman/EVP), CFO experience, and investment advisory expertise; competencies include accounting/financial reporting, M&A/business development, risk management, and senior leadership.
- Designated Lead Independent Director, indicating peer confidence in governance judgment.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Vincent A. Berta | 29,093 | <1% | Includes 25,945 shares owned by revocable trust. |
Ownership alignment policies:
- Director stock ownership guideline: 5× annual cash retainer; directors must hold 75% of net after‑tax shares until compliant. All directors are currently in compliance; unvested restricted shares count toward guidelines.
- Insider Trading Policy prohibits hedging and pledging of company stock and short selling; reduces alignment risk and leverage‑induced conflicts.
Governance Assessment
- Independence and leadership: Berta is independent and serves as Lead Independent Director, with formal responsibilities in Board agenda/meeting consultation—supporting effective oversight separate from management.
- Committee influence: As CGNC Chair and ERM member, he shapes director selection/refreshment and risk oversight; shareholder engagement findings flow to CGNC, enhancing accountability.
- Attendance signal: Board/committee attendance was strong at 96% in 2024, supporting Board effectiveness; independent directors met 7 times, reinforcing independent oversight.
- Pay mix and alignment: Director pay balanced cash ($87,917) and equity ($70,000 RS) with one‑year vesting; dividends on unvested RS escrowed until vest—limiting windfalls and encouraging holding. Additional retainers for LID/chairs are market‑aligned.
- Ownership alignment: Beneficial ownership of 29,093 shares (revocable trust included) plus compliance with robust ownership guidelines and anti‑hedging/pledging policy mitigates misalignment.
- Conflicts: No related‑party transactions involving Berta disclosed; a 2024 related‑party BOLI transaction involved another director (Rahe) with safeguards and committee approvals, underscoring process rigor.
- Controls & policies: Clawback policy, majority voting in uncontested elections, separated Chair/CEO/LID roles, and independent key committees strengthen governance posture and investor confidence.
RED FLAGS
- None identified specific to Berta: no pledging/hedging (policy prohibits), no related‑party transactions, no delinquent Section 16 filings reported for him.
Compensation Committee Analysis (Context)
- Compensation Committee composition (independent): Kramer (Chair), Arvia, Booth, O’Brien; uses Meridian Compensation Partners for director pay benchmarking; Berta is not a member—limiting compensation interlocks risk.
Say‑on‑Pay & Shareholder Feedback (Context)
- Proactive outreach to holders of ~66.5% of shares in fall 2024; feedback reported to CGNC (chaired by Berta), Compensation Committee, and Board; indicates active investor engagement loop.