John Steele Jr.
CINCINNATI FINANCIALAbout John F. Steele, Jr.
Independent director of Cincinnati Financial since 2005; age 71. Chairman (since 2004) and CEO (since 1994) of Hilltop Basic Resources Inc. (aggregates and ready-mix concrete), bringing policyholder and construction-industry perspective to the board; serves on Cincinnati Insurance property-casualty subsidiary boards. Education: MBA (Xavier University) and BA (Rollins College). Current CINF committee: Executive Committee; not Lead Independent Director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilltop Basic Resources Inc. | Chairman; Chief Executive Officer; Director | Chairman since 2004; CEO since 1994; Director since 1985 | Leads family-owned aggregates supplier; policyholder perspective aligned with commercial liability book |
| William Powell Company | Sales Executive; Director | Director since 2004 | Industrial valves; private company oversight |
| Smook Bros. Inc. (Canada) | Director | 2006–2010 | Construction company board experience |
| Down-Lite International | Board of Advisers | 2015–2016 | Manufacturing advisory role |
| Lykins Companies Inc. | Board of Advisers | Since 2012 | Full-service oil company advisory role |
| Industry Associations | Board service | Various | National Stone, Sand & Gravel; Ohio Aggregates; Ohio Ready Mixed Concrete |
External Roles
| Organization | Role | Public/Private | Potential Interlock With CINF |
|---|---|---|---|
| Hilltop Basic Resources Inc. | Chairman & CEO | Private | Purchases insurance from CINF subsidiaries; transactions preapproved by Audit Committee |
| William Powell Company | Director | Private | None disclosed |
| Lykins Companies Inc. | Board of Advisers | Private | None disclosed |
Board Governance
- Independence: Independent (ü) per director slate; years of service since 2005.
- Current committee assignment: Executive Committee (E). Past service included Audit and Executive committees; continues to serve on insurance subsidiary boards.
- Recent committee rosters confirm Executive membership in 2023 and 2024.
- Governance practices: fully independent audit/comp/nominating committees; robust director stock ownership guideline of five times annual cash meeting fees; prohibition on hedging and pledging by directors and officers; regular executive sessions of non-employee directors.
Committee Assignment Timeline
| Year | Audit | Compensation | Executive | Investment | Nominating |
|---|---|---|---|---|---|
| 2015 | Member | — | Member | — | — |
| 2016 | Member | — | Member | — | — |
| 2023 | — | — | Member | — | — |
| 2024 | — | — | Member | — | — |
| 2025 (slate) | — | — | Member | — | — |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 124,000 | 100,000 | 100,000 |
| Stock Awards ($) | 100,070 | 100,069 | 100,064 |
| All Other Compensation ($) | 2,064 | 3,828 | 2,660 |
| Total ($) | 226,134 | 203,897 | 202,723 |
Performance Compensation
| Element | 2023 Policy | 2024 Policy (updated) |
|---|---|---|
| Annual Cash Retainer | $40,000 | $75,000 |
| Annual Stock Retainer | $40,000 | $75,000 |
| Chairman Cash Retainer (when non-executive) | $50,000 | $50,000 |
| Lead Independent Director Cash Retainer | $25,000 | $50,000 |
| Independent Committee Chair Cash Retainer | $10,000 | $25,000 |
| Meeting Fees – Cash | $4,500 board; $1,500 committee; $6,000 investment; $7,500 max/day; $60,000 min/year | Same |
| Meeting Fees – Stock (matching) | Matches cash up to $60,000/year | Same |
- Non-employee directors at CINF do not receive performance-based bonuses or option awards; compensation is a mix of retainers, meeting fees, and annual stock grants under the 2018 Directors’ Stock Plan.
Other Directorships & Interlocks
- Other public company boards: None listed for Steele (0).
- Interlocks/conflicts: Hilltop Basic Resources Inc. insures with CINF subsidiaries; these related-party transactions are regularly reviewed and were approved as posing no conflict. See Related Party Transactions section.
Expertise & Qualifications
- Construction sector/operator experience across aggregates and ready-mix (policyholder perspective relevant to commercial liability portfolio).
- Long-term leadership in family-run businesses; governance roles on private boards and industry associations.
- Financial literacy and subsidiary board experience within insurance operations.
- Director stock ownership guidelines in place; CINF prohibits director hedging/pledging.
Equity Ownership
| Metric | 2016 | 2018 | 2019 |
|---|---|---|---|
| Beneficial Ownership (Shares) | 21,920 | 24,262 | 25,467 |
| Percent of Class (%) | 0.01% | 0.02% | 0.02% |
- Director stock ownership guideline: directors must hold equity equal to five times annual cash meeting fees; CINF prohibits hedging and pledging of company securities by directors.
Related Party Transactions
| Item | 2018 | 2019 | 2020 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| Hilltop Basic Resources – premiums paid to CINF subsidiaries ($) | 740,030 | 765,389 | 907,948 | 834,953 | 1,123,044 | 916,490 |
| Steele personal policies – premiums ($) | — | — | — | — | 23,205 | 25,868 |
- Audit Committee policy: considers conflicts, independence, fairness; standard agency contracts and director/officer purchases at public terms are deemed preapproved; 2023 and 2024 transactions were reviewed and approved as posing no actual conflict.
Governance Assessment
-
Positive signals:
- Independent, long-serving director with relevant sector/operator perspective for underwriting and risk selection; current Executive Committee member.
- Transparent and modest director pay structure; recent increase to align with peer norms, split evenly between cash and stock, reinforcing alignment.
- Robust governance policies: prohibitions on hedging/pledging; strong stock ownership guidelines; independent key committees; regular executive sessions.
- Related-party transactions (Hilltop insurance) consistently reviewed and approved by the Audit Committee under a formal policy.
-
Watch items / potential red flags:
- Ongoing related-party exposure via Hilltop insurance purchases; while standard and preapproved, investors should monitor size and terms for fairness and independence over time.
- No current Audit Committee assignment; governance influence primarily via Executive Committee. Investors may prefer independent directors with direct audit/comp oversight, though Steele served on Audit historically.