James O. McDonald
About James O. McDonald
James O. McDonald (age 78) has served on THFF’s Board since 2020 and is classified as an independent director under Nasdaq rules. He is a trial attorney with 50+ years of practice, recognized as one of the Best Lawyers in America, and has led and served in numerous legal associations and commissions. Education: B.S. (Indiana State University) and J.D. (Indiana University School of Law – Indianapolis). Attendance: the Board met 17 times in 2024; each director attended more than 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vigo County School Corporation | Legal counsel/representation | Not disclosed | Legal advocacy for public entities |
| Terre Haute Housing Authority | Legal counsel/representation | Not disclosed | Legal advocacy for public entities |
| Indiana Trial Lawyers Association | President; College of Fellows member; Lawyer of the Year; Lifetime Achievement Award recipient | Not disclosed | Leadership of statewide professional association; recognition for legal excellence |
| Indiana Supreme Court Judicial Nominating Commission | Member (served twice) | Not disclosed | State-level judicial selection oversight |
| Terre Haute Bar Association | President | Not disclosed | Local bar leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Various legal associations (e.g., Indiana Trial Lawyers Association; Terre Haute Bar Association) | Leadership roles and recognitions | No | Professional/legal bodies; not public company boards |
Board Governance
- Independence: Independent (Board has determined all current directors except Norman L. Lowery, Norman D. Lowery, and Richard J. Shagley are independent; Governance & Nominating Committee members, including McDonald, are independent).
- Committee assignments:
- THFF (Corporation) Governance & Nominating Committee (member) – met 2 times in 2024.
- Bank Cybersecurity Committee (member) – CISO reports at least quarterly to the Board; annual retrospective briefing.
- Bank Loan Committee (member).
- Attendance: Board met 17 times in 2024; each director attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting. Independent directors met 4 times in 2024.
- Lead Independent Director: Ronald K. Rich (also Chair, Governance & Nominating); presides over executive sessions.
Fixed Compensation
| Component | Detail | Amount / Rate | Source |
|---|---|---|---|
| Annual retainer – Corporation | Non-employee director | $40,000 | |
| Annual retainer – Bank | Non-employee director | $5,000 | |
| Board meeting fee | Corporation or Bank, per meeting | $750 | |
| Committee meeting fee – Audit | Per meeting | $1,000 | |
| Committee meeting fee – Compensation & Employee Benefits | Per meeting | $1,000 | |
| Committee meeting fee – Governance & Nominating | Per meeting | $1,000 | |
| Committee meeting fee – Bank Loan | Per meeting | $500 | |
| 2024 Director cash compensation (THFF total) | James O. McDonald | $76,000 |
- Deferred compensation: Director plan closed to new participants in 2011; 2024 payments noted for certain legacy participants (Brighton, Dinkel, Voges); no deferral entries disclosed for McDonald.
Performance Compensation
| Equity/Options | Grant Date | Shares/Units | Fair Value | Vesting/Terms |
|---|---|---|---|---|
| None disclosed for directors in 2024 | — | — | — | Director compensation program comprised of cash retainers/fees; equity grants discussed extensively for executives, not directors. |
- Policies: Anti-hedging and anti-pledging apply to directors; Clawback policy applies to executive incentive compensation (not director fees).
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No public company directorships disclosed for McDonald. |
- Related-party transactions: THFF permits ordinary-course loans and transactions with directors/executives on market terms; 2024 disclosure does not identify any McDonald-specific related-party transactions or family relationships.
Expertise & Qualifications
- Legal/regulatory: 50+ years as trial attorney; leadership within state and local legal bodies; two terms on Indiana Supreme Court Judicial Nominating Commission.
- Community and public sector experience: Representation of school corporation and housing authority; perspective on public entities and local governance.
- Education: B.S. (Indiana State University); J.D. (Indiana University School of Law – Indianapolis).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| James O. McDonald | 8,462 | 0.07% (8,462 / 11,853,489) | Outstanding shares as of Feb 28, 2025: 11,853,489; computed percentage. |
| Director stock ownership guideline | 3× annual Corporation retainer | Required | All non-employee directors have met guideline except Ms. Jensen; implies McDonald met guideline. |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy prohibits hedging/pledging; applies to directors. |
- Section 16(a) compliance: No delinquent filings noted for McDonald in 2024; delinquencies disclosed for Ms. Jensen and Mr. Pierson.
Governance Assessment
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Committee effectiveness: McDonald’s legal background is additive for Governance & Nominating (independence oversight, succession, governance policy) and Bank Cybersecurity/Loan oversight; Governance & Nominating met twice in 2024; Cybersecurity oversight includes quarterly reporting to the Board.
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Independence and engagement: Independent status affirmed; >75% attendance; participation on three committees suggests active engagement.
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Alignment and incentives: Directors compensated primarily via cash retainers/meeting fees; no director equity grants disclosed for 2024, but stock ownership guidelines require meaningful personal ownership and hedging/pledging is prohibited—net positive for alignment.
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Potential conflicts: Related-party transaction framework allows ordinary-course loans at market terms; 2024 disclosures do not identify McDonald-specific related-party transactions—low direct conflict signal.
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Say-on-Pay backdrop: Executive compensation program received ~94% support in 2024—indicative of broader investor confidence in governance practices.
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RED FLAGS:
- None explicitly disclosed involving McDonald (no related-party issues, no hedging/pledging exceptions, no attendance shortfalls). Monitor age-related succession/refresh dynamics at Board level given overall director ages.