David Osborn

About David P. Osborn

David P. Osborn, CFA, age 64, is an independent director of Cincinnati Financial Corporation (CINF) who has served since 2013. He is president of Osborn Williams & Donohoe LLC, an independent investment advisory firm, and is designated by the board as an SEC “financial expert.” He currently chairs CINF’s Compensation Committee and serves on the Audit and Investment Committees, bringing deep investment and dividend-growth expertise and governance experience to board deliberations .

Past Roles

External Roles

Board Governance

• Independence: The board determined Mr. Osborn is independent under Nasdaq standards (as of January 31, 2025) .
• Committees: Audit; Compensation (Chair); Investment .
• Financial Expert: Osborn qualifies as an “audit committee financial expert” under SEC rules .
• Attendance: In 2024, all directors attended the Annual Meeting and 100% of meetings of the board/committees on which they served .
• Executive sessions and leadership: Independent directors meet in executive session at every regularly scheduled board meeting; a separate Lead Independent Director (Dirk J. Debbink) oversees those sessions .

Fixed Compensation

• Director fee structure (effective 2024): Annual cash retainer $75,000; annual stock retainer $75,000; Lead Independent Director retainer $50,000; independent committee chair retainer $25,000; meeting fees: $4,500/board, $1,500/committee (except Investment), $6,000/Investment; stock meeting fees match cash up to $60,000; $7,500/day max; $60,000 minimum per calendar year; optional deferral via Nonemployee Director Deferred Compensation Plan .
• Perquisites: Company-provided life insurance, personal umbrella liability insurance, and spouse travel/meals for certain events (amounts included in “All Other Compensation”) .

Performance Compensation

• CINF does not use performance metrics for non-employee director awards; equity is granted for prior-year board service under the Directors’ Stock Plan of 2018 .
• 2024 service equity grant (awarded Jan 30, 2025): 971 shares per full-year non-employee director at a grant-date fair value of $139.12 per share .

Note: Non-employee director equity is not subject to performance-vesting; grants are for prior-year service and may be matched by stock meeting fees up to annual limits .

Other Directorships & Interlocks

• Other public company boards: None .
• Compensation Committee interlocks: None; no CINF executive served on another company’s board/comp committee with reciprocal roles in 2024 .

Expertise & Qualifications

• Credentials: CFA charterholder; designated SEC audit committee financial expert .
• Domain expertise: Dividend-growth and investment strategy; long-term strategic planning and relationship-building .
• Board skills matrix: Investment and financial expertise alignment with board needs .

Equity Ownership

• Stock ownership guidelines: Directors must hold stock equal to 5x annual cash meeting fees; all directors and executive officers were in compliance as of March 5, 2025 .
• Hedging/pledging: Hedging prohibited; pledging permitted but expected to decline over time; <0.1% of outstanding shares pledged by directors/executives at year-end 2024; 25 of 28 do not pledge. No pledging footnote is associated with Mr. Osborn .

Related-Party Transactions and Conflicts

• The audit committee reviews and approves related-party transactions over $120,000; categories preapproved include typical agency relationships and ordinary-course policies purchased by directors/family .
• 2024 transactions disclosed involved several directors (e.g., Schiff, Debbink, Skidmore, Steele, Webb) and affiliates; no transactions involving Mr. Osborn were disclosed .

Say-on-Pay and Shareholder Feedback (Context for Comp Committee Chair)

• Say-on-pay support exceeded 95% at the 2024 Annual Meeting; the committee reported strong investor engagement and made no material structure changes for 2024 awards based on feedback .

Governance Assessment

• Positives

  • Independent director and SEC-defined financial expert; chairs the Compensation Committee and serves on Audit and Investment—strong alignment with oversight of pay, financial reporting, and asset allocation .
  • 100% attendance and robust board processes (regular executive sessions; lead independent director structure) support effective oversight .
  • Ownership alignment through stock retainer, meeting-fee stock matching, and stringent ownership guidelines (all directors in compliance) .
  • No related-party transactions or interlocks involving Osborn; Section 16 filings were timely for all insiders in 2024 .

• Watch items

  • Company permits pledging of shares (though tightly monitored and de minimis at year-end 2024); directors are expected to exercise judgment—no pledging disclosed for Osborn .
  • Director compensation increased in 2024 to align with peers; Osborn’s mix is still balanced toward equity, but cash and perqs require monitoring for optics given his role as Compensation Committee Chair .

• Governance environment (context)

  • Board proposing to eliminate supermajority vote provisions in Articles, shifting to majority standards—shareholder-rights enhancing change supportive of investor confidence .

RED FLAGS: None identified specific to Osborn—no attendance issues, related-party transactions, hedging/pledging disclosures, or interlocks; Section 16 compliance on time .