Linda Clement-Holmes

About Linda W. Clement-Holmes

Independent director of Cincinnati Financial Corporation since 2010; age 62. Former Chief Information Officer at Procter & Gamble (2015–2017), retiring in 2018 after a 35-year career; certified in Cybersecurity Oversight by Carnegie Mellon University’s Software Engineering Institute. Current public company directorship: Fifth Third Bancorp (2020–present). Committees at CINF: Audit, Compensation, Nominating; 2024 attendance 100% for board and assigned committees.

Past Roles

External Roles

Board Governance

• Independence: Determined independent under Nasdaq listing standards (as of Jan 31, 2025).
• Committees and 2024 meeting cadence:
  • Audit (4 meetings in 2024)
  • Compensation (4 meetings in 2024)
  • Nominating (6 meetings in 2024)
• Attendance: All directors attended Annual Meeting and 100% of board/committee meetings in 2024; Clement-Holmes was a member of Audit, Compensation, Nominating.
• Executive sessions: Independent directors meet in executive session at every regularly scheduled board meeting.
• Skills: Technology and information security, cybersecurity certification, innovation; diversity; independence (per skills matrix).
• Compensation Committee: Member; all committee members independent, non-employee directors, and “outside directors” for Section 162(m). No interlocks in 2024.
• Governance practices: Stock ownership guidelines for directors at 5x annual cash meeting fees; all directors in compliance as of March 5, 2025.

Fixed Compensation

• Director pay structure (effective 2024):
  • Annual cash retainer $75,000; Annual stock retainer $75,000; Lead Director cash retainer $50,000; Independent committee chair cash retainer $25,000; Meeting fees—$4,500 per board meeting; $1,500 per committee meeting (except Investment); $6,000 per Investment Committee meeting; stock meeting fee match up to $60,000; $7,500 max per day; $60,000 minimum per calendar year.
• 2024 actual compensation (CINF director):

  Component	Amount
  Fees Earned or Paid in Cash ($)	135,000
  Stock Awards ($)	135,086
  All Other Compensation ($)	2,989
  Total ($)	273,075

• Perquisites: Personal umbrella liability insurance, life insurance, and limited spouse travel/meals for certain events; All Other Compensation aggregates these benefits.

Performance Compensation

• Annual stock retainer and meeting fee stock match (not performance-conditioned like NEO PSUs); director grants under the 2018 Non-Employee Directors’ Stock Plan at fair market value.
• 2024 grant details (awarded Jan 30, 2025 for 2024 service):

  Metric	Detail
  Grant date (director stock grant)	January 30, 2025
  Per-share fair market value	$139.12
  Shares granted for full-year service	971
  Reported Stock Awards (Clement-Holmes)	$135,086

Note: Non-employee director equity awards are retainer-based; CINF prohibits hedging by directors and allows pledging subject to judgment; overall pledged shares by directors/executives <0.1% of outstanding at YE 2024.

Other Directorships & Interlocks

Expertise & Qualifications

• Enterprise technology leadership (global CIO at P&G), cybersecurity oversight certification, innovation expertise, diversity leadership.
• Board skills matrix shows strength in technology/info security and cybersecurity oversight.

Equity Ownership

Governance Assessment

• Strengths

  • Proven large-scale IT leadership; cybersecurity oversight certification adds valuable risk oversight for a financial/insurance enterprise.
  • 100% attendance and active membership across three key governance committees indicate engagement and board effectiveness.
  • Independent status and absence of related-party transactions or compensation interlocks support investor confidence. –
  • Director ownership guidelines at 5x meeting fees with full compliance; robust anti-hedging policy.

• Potential Watch Items

  • CINF allows pledging of shares (though minimal overall and not attributed to Clement-Holmes); continued monitoring of pledging levels is prudent.
  • External board at Fifth Third Bancorp (banking) is additive for finance/cyber risk oversight, but monitor for any future related-party exposures (none disclosed). –

• Compensation Signals

  • Director pay was raised in 2024 to align with peer companies of similar size; mix retains meaningful equity retainer and stock meeting fee match, reinforcing alignment.
  • No meeting-chair premiums apply to Clement-Holmes (not a chair), keeping cash compensation straightforward.

• Shareholder Feedback

  • Strong say-on-pay support (>95% approval in 2024) and continuity in program design; Clement-Holmes serves on the Compensation Committee that reported inclusion of CD&A in the proxy.

RED FLAGS

• None disclosed specific to Clement-Holmes: no related-party transactions, no hedging (prohibited), no pledging noted, no delinquent Section 16 filings. –