William Kramer

About William J. Kramer

William J. Kramer (age 64) is an independent director of First Financial Bancorp. (FFBC) since 2005, currently serving as Chair of the Compensation Committee and, effective February 19, 2025, Chair of the Audit Committee . He is Vice President of Finance, CFO, and a director of Valco Industries, Inc., and has been a CPA since 1984; he qualifies as an audit committee financial expert, bringing deep financial reporting and controls expertise and long FFBC board tenure . In 2024, FFBC’s overall Board and committee meeting attendance was 96%, and all directors met the >75% participation threshold; the Board held seven executive sessions of independent directors, underscoring robust governance processes .

Past Roles

External Roles

Board Governance

• Independence: Kramer is disclosed as independent; 9 of 10 FFBC director nominees are independent .
• Committee leadership: Audit Chair (as of Feb 19, 2025) and Compensation Chair; Audit met 9 times and Compensation met 4 times in 2024; all members of both committees meet Nasdaq independence standards .
• Attendance and engagement: Overall Board/committee attendance was 96% in 2024; all directors exceeded 75% participation. Independent directors held seven executive sessions. Kramer attended the 2024 annual meeting (only Berta and O’Brien were excused) .
• Shareholder support: Kramer received 74,132,065 “FOR” votes and 1,551,552 “WITHHELD” at the 2025 annual meeting; in 2024 he received 74,319,210 “FOR” and 1,538,684 “WITHHELD” .
• Independence safeguards: Related-party transactions are screened by Audit and CGNC; professional services by directors to FFBC are prohibited; arms-length banking relationships under Reg O do not impair independence .
• Anti-hedging/pledging: FFBC’s Insider Trading Policy prohibits hedging and pledging of company shares, mitigating alignment risks .
• Ownership guidelines: Directors must hold 5x annual cash retainer; noncompliant directors must retain 75% of net-after-tax shares until compliant. All directors currently comply; unvested restricted shares count toward guidelines .

Fixed Compensation

• Structure: Non-employee director annual retainer remained $130,000 for 2024, split $60,000 cash and $70,000 restricted stock granted at the May 28, 2024 annual meeting; RS vests after one year. Cash is paid quarterly .
• Chair fees: In May 2024, chair retainers increased—Board Chair to $75,000 (from $62,500), Lead Independent Director to $30,000 (from $25,000), Audit and Enterprise Risk chairs to $20,000 (from $15,000), other committee chairs to $15,000 (from $10,000) .
• Stock election: Directors may elect to purchase shares with cash retainers via the 2019 Director Fee Stock Plan; shares are issued quarterly under the 2020 Stock Plan in lieu of cash .

Performance Compensation

• No performance-based components are disclosed for non-employee directors; annual equity is time-based restricted stock with one-year vesting, not tied to performance metrics .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA (since 1984); audit committee financial expert designation .
• Core skills: accounting/financial reporting, finance/capital allocation, risk management, senior leadership; long-tenured FFBC perspective .

Equity Ownership

• Shares counted include individual and unvested restricted shares; directors meet 5x cash retainer ownership guidelines .
• Hedging and pledging of FFBC shares are prohibited .

Shareholder Voting Support

Governance Assessment

• Strengths
  • Independent director with audit financial expert status and dual committee chair roles, signaling Board confidence in his technical oversight .
  • Strong engagement: Board/committee attendance standards achieved broadly; independent executive sessions support robust oversight .
  • Ownership alignment: Complies with stringent 5x cash retainer ownership guidelines; equity grants and anti-hedging/pledging policy reinforce alignment .
  • Shareholder support: Consistently high “FOR” votes in 2024 and 2025 director elections; say-on-pay approvals also robust, indicating general investor confidence in governance and compensation oversight .
• Watch items / potential red flags
  • Committee concentration: Concurrent chairmanship of both Audit and Compensation centralizes oversight responsibilities, which may strain capacity and reduce separation of duties, though independence standards are met; monitor workload and effectiveness .
  • External role: CFO/director at Valco Industries (private manufacturing) introduces potential for ordinary-course banking relationships; no related-party transactions involving Kramer were disclosed, and policy requires Audit/CGNC review and prohibits professional services to FFBC, mitigating conflict risk .
  • Continuous monitoring of director fee structure: May 2024 increases in chair retainers align with market data; ensure fee changes remain tied to role complexity and do not create misaligned incentives .

Overall, Kramer’s financial expertise, long-tenure context, and leadership of key oversight committees are positive for board effectiveness; investors should monitor the dual-chair role concentration and any evolving external relationships for potential conflicts, recognizing FFBC’s strong policies and disclosure controls in place .