Dirk Debbink
CINCINNATI FINANCIALAbout Dirk J. Debbink
Dirk J. Debbink, age 69, is the Lead Independent Director of Cincinnati Financial Corporation (CINF), serving on the Audit, Executive, Investment, and as Chair of the Nominating Committee; he has been a director since 2012. He is chairman (since 2007) of MSI General Corporation, a privately owned design/build construction firm, and previously served as president from 1991 to 2007; he also held senior roles in the U.S. Navy including Reserve Deputy Commander, U.S. Pacific Fleet, and Commander, Navy Reserve Force, with prior Pentagon staff service for the Chief of Naval Operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSI General Corporation | Chairman | 2007–present | Leadership of a small firm typical of CINF’s commercial policyholders; perspective valuable for board oversight |
| MSI General Corporation | President | 1991–2007 | Strategic planning, sales/marketing, IT for dispersed workforce; HR including pension/profit-sharing |
| U.S. Navy | Reserve Deputy Commander, U.S. Pacific Fleet; Commander, Navy Reserve Force; Pentagon staff (CNO) | Various, prior to board service | Senior leadership and federal-level relationships; governance and risk perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Discovery World Science & Technology Center | Board Member | 2017–present | Nonprofit board service |
| Other public company boards | None | — | “Other Public Company Boards” shows zero for Debbink |
Board Governance
- Lead Independent Director; committees: Audit, Executive, Investment, and Nominating (Chair) .
- Independence: Board determined Debbink meets SEC/Nasdaq independence as of January 31, 2025 and January 26, 2024 .
- Attendance: 100% of board and committee meetings in 2024; board met 4x, Audit 4x, Compensation 4x, Executive 5x, Investment 6x, Nominating 6x .
- Board evaluations: Annual self-evaluation led by the Lead Independent Director; committee oversight of risk by Audit, Compensation, Investment, and Nominating .
- Executive sessions: Independent directors meet in executive session at every regularly scheduled board meeting; Lead Director chairs executive sessions, facilitates communication, and participates in agenda setting .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (policy) | $40,000 | $75,000 |
| Annual stock retainer (policy) | $40,000 | $75,000 |
| Lead Independent Director cash retainer (policy) | $25,000 | $50,000 |
| Independent Committee Chair cash retainer (policy) | $10,000 | $25,000 |
| Meeting fees – cash (policy) | $4,500 board; $1,500 committee (except Investment); $6,000 Investment; $7,500 max/day; $60,000 min/yr | $4,500 board; $1,500 committee (except Investment); $6,000 Investment; $7,500 max/day; $60,000 min/yr |
| Meeting fees – stock (policy) | Match cash up to $60,000/yr | Match cash up to $60,000/yr |
| Fees earned or paid in cash – Debbink | $144,000 | $232,500 |
| All Other Compensation – Debbink | $19,436 (incl. $16,339 spouse/guest travel/meals; $2,979 umbrella; life insurance premiums) | $18,609 (incl. $14,564 spouse/guest travel/meals; $3,928 umbrella; life insurance premiums) |
Notes:
- Director compensation elements were increased effective 2024 to better align with peer companies of similar size; retainer changes were approved early 2024 .
Performance Compensation
| Equity Award Detail | 2023 Service (granted Jan 25, 2024) | 2024 Service (granted Jan 30, 2025) |
|---|---|---|
| Shares granted to nonemployee directors (Debbink) | 889 shares | 971 shares |
| Grant date | January 25, 2024 | January 30, 2025 |
| Per-share fair market value (Nasdaq H/L average) | $112.55 | $139.12 |
| Stock awards reported (fair value) – Debbink | $100,057 | $135,086 |
| Award type and practice | Restricted stock under Directors’ Stock Plan of 2018; granted at first scheduled meeting each year | Restricted stock under Directors’ Stock Plan of 2018; granted at first scheduled meeting each year |
No director-specific performance metrics (e.g., TSR, revenue growth) are tied to director equity; awards are time-based restricted stock under the Directors’ Stock Plan of 2018 .
Other Directorships & Interlocks
| Relationship | Nature | 2023 Amounts | 2024 Amounts |
|---|---|---|---|
| Personal insurance with CINF subsidiaries | Debbink purchased personal P&C and life policies | $21,977 premiums | $23,459 premiums |
| MSI General Corp and related LLCs (Debbink principal owner/chairman) | Commercial P&C policies purchased from CINF subsidiaries | $237,261 premiums (aggregated) | $234,445 premiums (aggregated) |
| Audit Committee review | Related-party transactions reviewed and approved; deemed no actual conflict under policy | Approved; no conflict | Approved; no conflict |
Expertise & Qualifications
- Strategic planning and execution; sales/marketing; IT for dispersed workforce; HR including pension/profit-sharing; federal-level government relationships; perspective from small-firm leadership typical of CINF’s commercial policyholders .
- Lead Independent Director responsibilities including board evaluation leadership and governance process facilitation .
Equity Ownership
| Item | Value | As-of |
|---|---|---|
| Beneficial ownership (shares) | 56,708 | March 5, 2025 |
| Percent of class | 0.04% | March 5, 2025 |
| Pledged shares | None disclosed for Debbink; pledging policy permits pledging but <0.1% of outstanding shares pledged in aggregate; 25 of 28 directors/executive officers do not pledge | |
| Hedging policy | Prohibited for all directors, officers, associates | |
| Ownership guidelines | Directors subject to stock ownership guidelines; all directors and executive officers in compliance as of March 5, 2025 |
Governance Assessment
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Positives:
- Lead Independent Director and Nominating Committee Chair; broad committee service (Audit, Executive, Investment) supports board effectiveness and balanced oversight .
- Independence affirmed in 2024 and 2025 cycles; 100% meeting attendance in 2024 indicates strong engagement .
- Clear governance practices: board self-evaluation led by Lead Independent Director; robust risk oversight across committees; executive sessions at every regular meeting .
- Ownership alignment: meaningful personal holdings (56,708 shares; 0.04% of class) and compliance with ownership guidelines; hedging prohibited; no pledging disclosed for Debbink .
-
Watch items / potential conflicts:
- Related-party exposure via his and MSI General’s purchase of insurance from CINF subsidiaries; however, transactions are preapproved categories and were specifically reviewed and approved by the Audit Committee with no conflict determined (standard agency/customer relationships) .
- Perquisites include spouse/guest travel and umbrella/life insurance premiums; modest in scale but should be monitored for optics as overall director compensation rose with 2024 policy adjustments .
-
Pay structure signals:
- 2024 increases in cash and stock retainers, plus higher lead director/chair retainers, align compensation with peers; equity grants continue to be time-based RS under the Directors’ Stock Plan of 2018 (no performance metrics for directors) .
-
Overall investor confidence implication:
- Debbink’s leadership role, attendance, and independence support governance quality; related-party insurance purchases appear routine and appropriately overseen; ownership and hedging policy strengthen alignment. Continued vigilance on related-party optics and perquisites is prudent .