Charles Schiff
CINCINNATI FINANCIALAbout Charles O. Schiff
Charles O. Schiff (age 55) has served as a director of Cincinnati Financial Corporation since 2020. He is executive vice president, secretary and treasurer of John J. & Thomas R. Schiff & Co. Inc., a privately owned independent insurance agency; he works in the insurance industry since 2002 and oversees the agency’s financial management and governance . He is designated as a non‑independent director and serves on the Investment Committee; he is also a U.S. Insurance Subsidiary Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John J. & Thomas R. Schiff & Co. Inc. | EVP, Secretary & Treasurer | 2002–present | Oversees financial management and governance; maintains profitable insurance book |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cincinnati Financial U.S. Insurance Subsidiaries | Director | Not stated | Subsidiary director designation |
| Various nonprofits (performing arts, children’s dental services, philanthropy) | Board member | Not stated | Nonprofit involvement (names not specified) |
| Other public company boards | — | — | None |
Board Governance
- Committee assignments: Investment Committee (member; no chair role) .
- Independence: Not independent per director nominee summary (independence field blank for Schiff) .
- Attendance and engagement: In 2024, all directors attended the Annual Meeting and 100% of the board and applicable committee meetings; Investment Committee met 6 times, Board met 4 times .
- Board leadership and executive sessions: When the chair is not independent, the board appoints a lead independent director; independent directors meet in executive session at every regularly scheduled board meeting . Current Lead Independent Director: Dirk J. Debbink .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $138,000 | Schiff-specific 2024 cash fees |
| Director Annual Cash Retainer | $75,000 | Standard non-employee director retainer effective 2024 |
| Lead Independent Director Cash Retainer | $50,000 | If applicable to the role (not applicable to Schiff) |
| Independent Committee Chair Cash Retainer | $25,000 | If applicable (Schiff is not a chair) |
| Meeting Fees – Cash | $4,500 board; $1,500 committee (except investment); $6,000 investment committee; $7,500 max/day; $60,000 minimum/year | Structure for 2024 |
| Meeting Fees – Stock | Matches cash meeting fees up to $60,000/year | Structure for 2024 |
| All Other Compensation (Perqs) | $20,031 | Travel/meals for spouse/guest $16,666; umbrella liability premiums $3,248; life insurance premiums; aggregate total shown |
| Total | $293,117 | Schiff-specific 2024 total |
Performance Compensation
| Equity Award Parameter | Detail |
|---|---|
| Plan | Non-Employee Directors’ Stock Plan of 2018 |
| Grant date | January 30, 2025 (for 2024 service) |
| Per share fair market value | $139.12 |
| Shares granted | 971 shares (for full-year service) |
| Reported fair value | $135,086 (Schiff 2024 stock awards) |
| Vesting/performance | Service-based restricted stock; no performance-vesting disclosed for directors |
- Policies: No dividends or dividend equivalents on unvested stock awards (company-wide practice noted in compensation governance) . Double-trigger change-in-control provisions apply to plan-based compensation . Clawback policy for erroneously awarded compensation incorporated into incentive grants under shareholder-approved plans .
Other Directorships & Interlocks
| Relationship | 2024 Amounts | Notes |
|---|---|---|
| Personal insurance purchased by Charles O. Schiff | $35,279 premiums | Policies purchased from CINF insurance subsidiaries |
| John J. & Thomas R. Schiff & Co. Inc. – fees and commissions received from CINF subsidiaries | $8,975,165 | Agency represents multiple carriers including CINF subsidiaries |
| CINF policies purchased via John J. & Thomas R. Schiff & Co. Inc. | $1,386,749 premiums | Company purchased various policies through the agency |
| Rent paid by John J. & Thomas R. Schiff & Co. Inc. to CINF | $184,611 | Office space in CINF HQ |
| Agency policies purchased from CINF subsidiaries | $144,789 premiums | Property casualty policies |
- Governance handling: These related-party transactions were reviewed and approved by the Audit Committee, which regularly considers such items and has pre-approval categories for standard agency contracts and personal policy purchases; committee assesses conflicts, independence impairment, fairness .
Expertise & Qualifications
- Insurance marketplace knowledge, consumer buying habits, and competitive trends; provides insight into service to primary customers and agency operations; contributes perspective of a large shareholder in board discussions .
- Board skills matrix: Insurance and business management expertise; independence not designated; participation in Investment oversight .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 1,170,444 shares | As of March 5, 2025 |
| Percent of shares outstanding | 0.75% | As of March 5, 2025 |
| Shares pledged as collateral | 63,165 shares | As of December 31, 2024 |
| Shares held in family trust | 145,735 shares | Schiff is a trustee |
| Shares held in Skylar Foundation | 184,555 shares | Schiff is a trustee |
| Ownership guideline compliance | In compliance | All directors/officers compliant as of March 5, 2025 |
| Director stock ownership guidelines | 5× annual cash meeting fees | Governance practice |
| Hedging policy | Prohibited for directors/officers/associates | Company policy |
| Pledging policy | Permitted with expectation of decline over time; <0.1% of outstanding shares pledged by directors/executives at YE 2024; 25 of 28 do not pledge | Company policy context |
Governance Assessment
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Strengths
- Deep insurance distribution perspective and customer insights relevant to CINF’s agency-centric model; meaningful skin-in-the-game with 0.75% beneficial ownership .
- Strong attendance (100%) and active Investment Committee participation amid a 6-meeting cadence in 2024; supports portfolio oversight and long-term security objectives .
- Compliance with stock ownership guidelines; robust governance policies include hedging prohibition, clawback, double-trigger CIC, proxy access, and regular independent executive sessions .
-
Risk indicators and potential RED FLAGS
- Non‑independent status due to executive role at an affiliated agency and significant related‑party transactions (fees/commissions: $8.98M; rent: $184.6K; policies purchased: $1.39M), which create potential conflict-of-interest optics despite Audit Committee review and approval .
- Share pledging (63,165 shares) permitted under company policy; while aggregate pledging is small (<0.1% of shares outstanding across directors/executives), pledging by a large shareholder-director can be viewed as a governance risk by some investors .
- Perquisites totaling $20,031 (including $16,666 for spouse/guest travel/meals) may attract scrutiny relative to evolving best practices limiting director perqs, though disclosed and within policy .
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Implications for investor confidence
- The combination of high ownership alignment and strong attendance is positive; however, the magnitude and breadth of related‑party dealings with his agency, together with pledging, warrant continued monitoring of Audit Committee oversight quality and disclosure clarity to mitigate perceived conflicts .
Note: No Form 4 insider trading data is disclosed in the proxy; beneficial ownership and pledging details above reflect proxy disclosures as of the record dates .