Gregory L. Gibson

About Gregory L. Gibson

Independent director of First Financial Corporation (THFF); age 62. Joined the Board in 1994 (31 years of service as of 2025). President of ReTec Corporation (waste‑management consulting) and active entrepreneur; B.S., Rose‑Hulman Institute of Technology. Current Board roles include the Corporation’s Governance & Nominating and Loan Review Committees and the Bank’s Investment, Loan Administration & Loan Review, Trust & Asset Management, and Loan Committees .

Past Roles

External Roles

Board Governance

• Independence: Designated independent director (NASDAQ) and independent member of the Governance & Nominating Committee .
• Committee assignments (latest): Governance & Nominating; Loan Review (Corporation). Bank committees: Investment; Loan Administration & Loan Review; Trust & Asset Management; Loan .
• Attendance: In 2024, the Board met 17 times; each director attended >75% of applicable board and committee meetings; all directors attended the 2024 Annual Meeting . Similar disclosure for 2023 with 17 meetings and >75% attendance .
• Chair roles: None at the Corporation level; not listed as chair of any standing board committee .
• Director stock ownership guidelines: 3x annual Corporation retainer; all non‑employee directors compliant except Ms. Jensen (in‑window) as of 2024; directors restricted from disposing of shares until compliant . In 2023, exceptions included Messrs. Blade and Carty and Ms. Jensen (within 5‑year windows) .

Fixed Compensation

• Director fee structure (policy-level, unchanged across 2023–2024):
  • Annual retainers: $40,000 (Corporation) + $5,000 (Bank).
  • Board meeting fees: $750 per Corporation or Bank board meeting.
  • Committee meeting fees: $1,000 (Audit); $1,000 (Compensation & Employee Benefits); $1,000 (Governance & Nominating); $500 (Bank Loan Committee).
  • Employee directors receive no director compensation .

Notes: Directors’ Deferred Compensation Plan (legacy, closed to new participants in 2011); certain older participants received scheduled insurance‑funded payments; no new deferrals in 2023–2024 .

Performance Compensation

• Equity/variable awards for directors: None disclosed; the director compensation table shows only cash fees for 2023 and 2024 .
• Performance metrics/vesting: Not applicable for non‑employee directors (no RSUs/PSUs/options reported) .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Mr. Gibson. No interlocks with competitor/supplier/customer boards identified in the proxy .
• Compensation Committee interlocks: Company discloses none among its Compensation Committee members; no reciprocal board‑level interlocks reported .

Expertise & Qualifications

• Entrepreneur/operator perspective across multiple ventures; real‑estate/development exposure; civic/regulatory experience from Indiana commissions; academic governance experience via Rose‑Hulman trustee role .
• Provides market expansion and governance insights per Board’s skills matrix narrative and biography .

Equity Ownership

Related-Party Exposure

• Policy oversight: Loans/transactions with directors/officers handled under Articles of Incorporation and Code of Business Conduct & Ethics; transactions must be on substantially the same terms as for non‑related parties and approved under governance procedures .
• 2023–2024 practice: Directors and officers (and associates) had ordinary‑course banking relationships; loans were made on market terms and did not involve abnormal risk or unfavorable features; such loans are exempt from SOX insider loan prohibitions per banking regulations .
• No specific related‑party transaction disclosed involving Mr. Gibson beyond standard customer relationships; however, he holds voting power over 115,062 shares in trust and certain entity shares, increasing his voting influence .

Say‑on‑Pay & Shareholder Feedback (Context for governance)

• 2025 Annual Meeting results: Say‑on‑Pay — For 7,736,179; Against 334,873; Abstain 105,936; broker non‑votes 1,981,104. Auditor ratification — For 9,672,785; Against 450,614; Abstain 34,693 .
• Director elections (2025 slate; Gibson not up this cycle): All nominees elected; indicates broad shareholder support .

Governance Assessment

• Strengths:
  • Independent director with deep local market, regulatory, and development experience; sustained committee service on Governance & Nominating and Loan Review supports board oversight depth .
  • Strong attendance culture (all directors >75% and annual meeting attendance) .
  • Meaningful ownership and confirmed compliance with 3x retainer stock ownership guideline supports alignment; 1.85% beneficial ownership as of Feb 28, 2025 is significant for a director at this market cap .
• Watch items:
  • RED FLAG (Tenure/refresh risk): Very long tenure (since 1994) may raise entrenchment concerns for some governance frameworks despite formal independence .
  • Voting influence concentration: Control over 115,062 trust shares (plus certain entity shares) elevates his voting influence; while not a related‑party transaction, investors may monitor stewardship implications .
  • Potential conflicts: Active entrepreneur/developer and multiple local roles; company discloses related‑party review and ordinary‑course terms for insider banking relationships; no unfavorable features reported .

Committee Assignment Detail (History Snapshot)

Net: Gibson is a long‑serving independent with high engagement, sizable ownership, and governance committee responsibilities. Primary governance risks are tenure‑related optics and monitoring for any local‑market conflicts; current disclosures report ordinary‑course terms and no adverse related‑party features .