Thomas Hogan
CINCINNATI FINANCIALAbout Thomas C. Hogan
Thomas C. Hogan, Esq. is Executive Vice President, Chief Legal Officer, and Corporate Secretary of Cincinnati Financial Corporation (CINF), promoted to these roles in May 2024 following the prior CLO’s retirement; he is a 31-year veteran of the company and previously served as Senior Vice President and Associate General Counsel since 2019 . He is listed among corporate officers on CINF’s investor site and Bloomberg; GlobalData reports his age as 54, and LinkedIn indicates education at Capital University Law School and Bowling Green State University . Company performance under the compensation framework he administers includes FY2024 value creation ratio (VCR) of 19.8%, property-casualty net written premium growth of 15%, combined ratio of 93.4%, and 3-year total shareholder return (TSR) of 36.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cincinnati Financial Corporation | EVP, Chief Legal Officer & Corporate Secretary | 2024–present | Leads legal, governance and corporate secretary functions; signs SEC filings and proxies on behalf of the company . |
| The Cincinnati Insurance Company | SVP & Associate General Counsel | 2019–2024 | Senior leadership in legal; prepared for succession to CLO; supported enterprise risk and governance. |
| The Cincinnati Insurance Company | Vice President & Corporate Counsel | 2013–2019 | Advanced corporate legal capabilities and compliance processes. |
| The Cincinnati Insurance Company | Associate Corporate Counsel | 2010–2013 | Legal advisory across insurance operations. |
| The Cincinnati Insurance Company | Staff Counsel | 1993–2010 | Foundational legal work; long-tenured institutional knowledge. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external board roles disclosed in CINF filings and corporate site . |
Fixed Compensation
- Employment status: At-will; CINF does not use individual employment contracts for executive officers (no guaranteed bonus/salary increases) .
- Tax gross-ups: Company generally does not provide tax gross-ups; none authorized for executive officers except limited, de minimis circumstances .
- Ownership guidelines: Robust stock ownership guidelines apply to directors and officers; all directors and executive officers were in compliance as of March 5, 2025 . CEO multiple is 5x salary; other NEOs 3.5x salary (context for senior executives) .
- Note: Hogan’s individual base salary, target bonus %, and actual bonus paid are not separately disclosed in the proxy NEO tables (he is not listed as a 2024 NEO) .
Performance Compensation
CINF’s executive compensation plan applies to executive officers (including Hogan) with pay-for-performance emphasis. The annual incentive uses a relative multi-metric formula (primary: one-year VCR versus peers; plus growth and profitability goals), and long-term equity comprises stock options, PSUs, and RSUs with defined vesting and performance hurdles .
2024 Annual Incentive – Company Metrics and Outcome
| Metric | Target / Hurdle | Actual | Outcome/Payout |
|---|---|---|---|
| Value Creation Ratio (relative placement vs 9 peers) | Threshold: >3 peers; Target: ≥5; Max: ≥7 | Baseline placement: >6 peers | Baseline achieved; subject to operating goal enhancements . |
| Net Written Premium Growth | ≥3% | 15% | Growth goal met; enables placement enhancement . |
| Combined Ratio | ≤97% (1 step), ≤95% (2 steps), ≤93% (3), ≤91% (4) | 93.4% | Earned 2-step enhancement to final placement . |
| Final Award Placement | Baseline + enhancements | >8 of 9 peers | Maximum payout factor 200% of target . |
Long-Term Equity – Design and 2024 Parameters
| Instrument | Metric | Weighting/Allocation | Vesting | Hurdles/Payout |
|---|---|---|---|---|
| Nonqualified Stock Options | Share price appreciation | 50% of performance-based equity allocation in 2024 grants (CEO tier; Tier I for other execs) | 1/3 per year over 3 years | Value only if stock price exceeds strike; no repricing/exchanges . |
| PSUs | 3-year TSR relative to peers | 50% of performance-based equity allocation in 2024 grants | Cliff vest after 3 years (payable Mar 1 following period) | Threshold 30% (>3 peers), Target 100% (≥5), Max 200% (≥7) . |
| RSUs | Service/retention | 25% of base salary (typical formula for NEOs in 2024) | Ratable 1/3 per year for 3 years | No dividends on unvested awards; standard service-based vesting . |
2022–2024 PSU Results (company level)
| Performance Period | 3-year TSR | Peer-relative result | PSU payout level |
|---|---|---|---|
| 2022–2024 | 36.5% | Exceeded 3 of 9 peers | Threshold 30% of target . |
Equity Ownership & Alignment
- Beneficial ownership: The proxy details beneficial ownership for directors and named executive officers; Hogan is not listed among 2024 NEOs, so his individual beneficial holdings are not disclosed in these tables .
- Hedging/pledging: Hedging of company stock is prohibited for all directors, officers, and associates; pledging is permitted with expectations of prudent judgment. At YE2024, pledged shares by directors and executive officers were <0.1% of outstanding, and 25 of 28 did not pledge any shares .
- Trading controls: Formal Securities Trading Policy with pre-clearance and blackout procedures; policy designed to ensure compliance with insider trading laws and listing standards .
Employment Terms
- Employment agreements: None; executive officers are at-will employees and the company does not use fixed-term contracts or guaranteed bonuses .
- Change-in-control: Double-trigger provisions for both annual incentive and stock plans; acceleration only if a change-in-control occurs and employment is terminated due to the event within the specified period .
- Clawbacks: Board-adopted “Policy For The Recovery of Erroneously Awarded Compensation” compliant with Exchange Act Section 10D and Nasdaq rules; in addition, plan-level recoupment provisions exist .
- Perquisites: Executive perquisites are de minimis (e.g., employer-paid health insurance premiums, personal umbrella liability insurance, limited spouse travel/meals, executive health exams, car use); no dividends/dividend equivalents on unvested awards .
- Retirement/deferral: Defined contribution plan with matching for participants not in the closed pension; Top Hat Savings Plan available to highly compensated associates; specific plan participation for Hogan not disclosed .
Program Benchmarks and Governance
- Compensation peer group: Allstate, CNA Financial, Hanover, Hartford, Markel, Selective Insurance, Travelers, United Fire Group, W.R. Berkley .
- Say-on-pay: >95% approval at the 2024 Annual Meeting, and annual advisory votes continue; positive investor feedback on simplicity and alignment .
- Governance practices: Prohibition on hedging, robust stock ownership guidelines, independent compensation committee oversight, annual compensation risk assessments, and no option repricing/exchanges .
Vesting Schedules and Potential Insider Selling Pressure
| Award Type | Vesting Structure | Typical Key Dates | Notes |
|---|---|---|---|
| Stock Options | 1/3 each on 1st, 2nd, 3rd anniversaries | Grant calendars keyed to February meetings; option schedules per award table | Exercise subject to trading policy and blackout windows . |
| RSUs | 1/3 each year over 3 years | March 1 vesting dates commonly used | Service-based; no dividends on unvested . |
| PSUs | Cliff after 3-year performance period | Payable March 1 following performance period (e.g., 2024 period paid March 1, 2025) | Hurdles tied to peer-relative TSR . |
These schedules imply concentrated vesting events around early March and grant anniversaries in February, increasing the likelihood of insider transactions during post-blackout open windows; however, all transactions are subject to pre-clearance and blackout rules .
Performance Compensation Table (Design/2024 Execution)
| Component | Metric | Weighting/Target | 2024 Actual | Payout/Factor | Vesting |
|---|---|---|---|---|---|
| Annual Incentive | VCR vs peers (primary) + Premium Growth + Combined Ratio | CEO tier target 200% of salary; Tier I 125% of salary | VCR exceeded >6 peers; growth 15%; CR 93.4% | Maximum 200% of target achieved | Cash; subject to clawback |
| PSUs | 3-year TSR vs peers | 50% of perf-based equity pool; hurdles 30/100/200% | 2022–2024 TSR 36.5%, >3 peers | Threshold 30% for 2022–2024 cycle | Cliff at 3 years |
| Options | Share price appreciation | 50% of perf-based equity pool | N/A | Intrinsic value only if stock appreciates; no repricing | Ratable over 3 years |
| RSUs | Service-based retention | ~25% of salary (NEO formula) | N/A | N/A | Ratable over 3 years |
Investment Implications
- Alignment: Hogan’s incentives are governed by company-wide pay-for-performance design emphasizing multi-metric annual incentives and long-term equity linked to peer-relative TSR and stock price appreciation, with rigorous clawback and trading controls—supportive of shareholder alignment and governance quality .
- Retention risk: Low, given >30 years of tenure, recent promotion to CLO/Corporate Secretary, and broad-based equity culture; absence of employment contracts mitigates lock-in but culture/ownership and role significance favor stability .
- Trading signals: Expect potential Form 4 activity around March 1 (PSU/RSU vesting) and February anniversaries (options), subject to pre-clearance/blackouts; pledging by executives is minimal across the company and hedging is prohibited, reducing misalignment risk .
- Pay-for-performance durability: 2024 maximum annual incentive payout reflects strong operational execution (VCR, growth, underwriting). Long-term PSU results paid at threshold (peer-relative TSR), indicating balanced outcomes across cycles and limiting windfall risks .