Gretchen Schar
CINCINNATI FINANCIALAbout Gretchen W. Schar
Gretchen W. Schar, age 70, is an independent director of Cincinnati Financial Corporation, serving since 2002. She chairs the Audit Committee and sits on the Compensation and Nominating Committees, and is designated a “financial expert” under SEC/Nasdaq standards, reflecting deep accounting and audit expertise gained as EVP/CFO and later EVP/Chief Financial & Administrative Officer at consumer brands Arbonne International and Philosophy Inc. She also serves on the board of Carter’s, Inc. (2019–present). Attendance has been exemplary, with 100% participation in 2024 board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arbonne International LLC | Executive Vice President, Chief Financial & Administrative Officer | 2011–2018 | Led finance, accounting, strategy, business planning, operations, IT, HR, international; strong control environment and planning rigor |
| Philosophy Inc. | Executive Vice President, Chief Financial Officer | 2008–2011 | International prestige beauty brand; investor relations and capital management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carter’s, Inc. | Director | 2019–present | Public company board experience enhances governance perspective; consumer brand exposure |
| Various nonprofits | Board member (arts/education/hospital/children’s dental/philanthropy) | Various | Community engagement and stakeholder sensitivity |
Board Governance
- Independence: Board determined Schar is independent under Nasdaq standards; 9 of 13 directors independent as of Jan 31, 2025.
- Committee roles: Audit (Chair), Compensation, Nominating; Audit comprises only independent directors and includes three SEC/Nasdaq “financial experts” (Benacci, Osborn, Schar).
- Attendance: All directors, including Schar, attended the 2024 Annual Meeting and 100% of their board/committee meetings; board met 4x; Audit 4x; Compensation 4x; Nominating 6x.
- Board leadership: Separate Chair/CEO roles; strong Lead Independent Director (Debbink) with defined authority; regular executive sessions without management.
- Governance policies: Robust Code of Conduct, securities trading/insider policies, hotline; proxy access; shareholder special meeting rights; director ownership guidelines (5× annual cash meeting fees).
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer | $75,000 | Effective 2024; increased to align with peer range |
| Annual Stock Retainer | $75,000 | Granted following year for prior service |
| Committee Chair (independent) | $25,000 | Schar earns Audit Chair fee |
| Lead Independent Director | $50,000 | Not applicable to Schar |
| Meeting Fees (Cash) | $4,500 Board; $1,500 Committee; $6,000 Investment; $7,500 max/day; $60,000 min/year | Structure promotes engagement |
| Meeting Fees (Stock) | Match cash meeting fees up to $60,000/year | Enhances alignment |
2024 Director Compensation (CINCINNATI FINANCIAL CORPORATION):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Gretchen W. Schar | 160,000 | 135,086 (971 shares at $139.12 grant-date) | 1,643 | 296,729 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Valuation | Vesting/Design |
|---|---|---|---|---|
| Annual Director Stock Award (Directors’ Stock Plan of 2018) | Jan 30, 2025 | 971 | $135,086 (FMV $139.12/share) | Service-based for prior year board service; no performance metrics |
| Meeting Fees in Stock | Ongoing (2024 policy) | Up to cash meeting fees | Matches cash meeting fees up to $60,000 | Service-based; no performance metrics |
Performance metric design (directors):
| Metric | Design | Payout Range | Notes |
|---|---|---|---|
| None for director equity/fees | Service-based; not tied to financial/ESG targets | N/A | Director awards under 2018 plan; no options or PSUs for directors disclosed |
Other Directorships & Interlocks
- Current public company board: Carter’s, Inc. (2019–present). No interlock disclosed with CINF competitors/suppliers/customers.
- Compensation Committee Interlocks: None in 2024; committee members (including Schar) were not officers/employees and had no Item 404 related person transactions.
Expertise & Qualifications
- Financial expert designation (SEC/Nasdaq); deep experience in accounting, auditing, financial reporting, investor relations, capital management, IT, HR, strategic and business planning.
- Board skills matrix reflects breadth across financial expertise/leadership, with independence affirmed.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Pledged Shares | Notes |
|---|---|---|---|---|
| Gretchen W. Schar | 34,113 | 0.02% | None disclosed for Schar in 2024 footnotes | Ownership complies with director guidelines per board statement |
- Ownership guidelines: Directors must hold 5× annual cash meeting fees; as of March 5, 2025, all directors/officers were in compliance.
- Pledging policy: Permitted with expectation of decline over time; <0.1% of outstanding shares pledged by directors/officers at YE 2024; 25 of 28 did not pledge. (No Schar-specific pledge footnote.)
Governance Assessment
- Strengths: Independent Audit Chair with financial expert status; 100% attendance; robust governance (separate Chair/CEO, Lead Independent Director, proxy access, clawback, double-trigger change-in-control); strong related-party review policy; high say-on-pay support (95% in 2024). These factors bolster investor confidence in oversight quality.
- Alignment: Meaningful share ownership (34,113; 0.02%), stock retainers and stock-matched meeting fees enhance alignment, with ownership guideline compliance.
- Potential issues to monitor: Very long tenure (director since 2002) amid board average independent tenure of 12.3 years—balanced by ongoing refreshment and independence confirmation; pledging policy remains allowed (though not used by Schar per footnotes). No Schar-related related-party transactions disclosed.