Mark J. Blade
About Mark J. Blade
Independent director of First Financial Corporation (THFF); age 71; joined the Board in 2020. Background spans public service (Indiana State Senator, 1997–2002) with focus on economic and rural development, education, and senior issues, plus 19 years at Milestone Contractors, L.P. in business development across public/private redevelopment. Community leadership includes Trustee of Indiana State University, President of Vigo County Council, Rotary International District Governor (2015–2016), and Pastor of Saints’ Home Church of God in Christ, Terre Haute. Education: B.S., Indiana State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Indiana | State Senator (Terre Haute district) | 1997–2002 | Focused on economic & rural development, public education, senior citizen issues |
| Milestone Contractors, L.P. | Business Development Representative | 19 years | Led public/private redevelopment projects statewide |
| Vigo County Council | President | Not disclosed | Local government finance and policy leadership |
| Rotary International | District Governor | 2015–2016 | Regional civic leadership and community engagement |
| Saints’ Home Church of God in Christ (Terre Haute) | Pastor | Current | Community ties in THFF footprint |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana State University | Trustee | Not disclosed | Higher education governance; non-corporate board |
Board Governance
- Independence: Board determined Blade is independent; Audit Committee members (including Blade) are independent under SEC Rule 10A‑3 and NASDAQ rules; Board independence list excludes Blade from non-independent group .
- Committees (current): Corporation Audit Committee; Bank Audit, Community Reinvestment Act (CRA), and Loan Committees . Audit Committee Chair is Thomas T. Dinkel (Blade is a member, not chair) .
- Attendance: Board met 17 times in 2024; each director attended >75% of board and committee meetings on which they served; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent Directors met four times in 2024; Lead Independent Director is Ronald K. Rich .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director; Audit Committee independence affirmed |
| Committee assignments | Corp: Audit; Bank: Audit, CRA, Loan |
| Audit Committee meetings (2024) | 4 meetings |
| Board meetings (2024) | 17 meetings; >75% attendance; Annual Meeting attendance |
| Lead Independent Director | Ronald K. Rich (since 2005) |
Fixed Compensation
| Component | THFF Policy Detail | 2024 Amount (Blade) |
|---|---|---|
| Corporation annual retainer (cash) | $40,000 for non-employee directors | $80,000 total cash fees (aggregate; includes all fees below) |
| Bank annual retainer (cash) | $5,000 for Bank board | Included in total |
| Board meeting fees | $750 per Corporation or Bank board meeting attended | Included in total |
| Committee fees | Audit: $1,000; Compensation & EB: $1,000; Governance & Nominating: $1,000; Bank Loan: $500 per meeting | Included in total |
| Director deferred comp plan | Closed to new participants since 2011; no director deferrals in 2024; payments listed to other directors (none for Blade) | — |
Notes:
- Employee directors receive no board compensation; Blade is a non-employee director .
- Director stock ownership guidelines apply (see Equity Ownership) .
Performance Compensation
| Item | Disclosure |
|---|---|
| Equity compensation (directors) | Director compensation is cash-based (retainers/meeting fees); proxy does not disclose annual equity grants for directors |
| Options/PSUs/RSUs | None disclosed for directors |
| Performance metrics tied to director pay | None disclosed; director fees not performance-based |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Indiana State University | Academic | Trustee | None with THFF customers/suppliers disclosed |
| Vigo County Council | Government | President | No related-party transactions disclosed involving Blade |
No current public-company boards or disclosed interlocks with competitors/suppliers/customers .
Expertise & Qualifications
- Government and business development expertise; community and civic leadership in THFF markets .
- Committee service on Audit, CRA, and Loan signals financial oversight and regulatory compliance engagement .
- Education: B.S., Indiana State University .
- Board skills matrix highlights legislative/political and nonprofit/community experience (company matrix overview) .
Equity Ownership
| Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 1, 2024 | 1,077 | <1% | Company total shares outstanding: 11,814,093 |
| February 28, 2025 | 2,870 | <1% | Company total shares outstanding: 11,853,489 |
- Director stock ownership guidelines: Directors must own shares equal in value to three times the annual Corporation retainer; directors may not dispose of shares until guidelines are met; all non-employee directors met ownership levels except Ms. Jensen (Blade included as compliant) .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging THFF securities; policy updated Feb 2025 .
- Insider trading policy: Updated Feb 2025; applies to directors .
Governance Assessment
Key findings
- Independence and committee oversight: Blade is independent and serves on the Audit Committee (financially sophisticated committee) plus CRA and Loan Committees at the Bank, supporting risk oversight and regulatory compliance. Attendance thresholds were met in 2024, which supports board effectiveness .
- Ownership alignment: Beneficial ownership increased year over year (1,077 → 2,870 shares) and director ownership guidelines are in effect and met, with anti-hedging/anti-pledging policies reducing misalignment risk; positive signal for investor confidence .
- Compensation: Director compensation is straightforward cash retainers and meeting fees; no performance-based equity or option awards disclosed, reducing pay complexity and potential misalignment risks for directors .
- Conflicts/related parties: No Blade-specific related-party transactions disclosed; director/officer loans occur in the ordinary course on market terms with normal risk; the company has formal related-party evaluation procedures, mitigating conflict risk .
Signals and red flags
- Positive signals: Independent status; active committee roles in financial and regulatory oversight; compliance with ownership guidelines; company-wide anti-hedging/anti-pledging and clawback policies; strong 2024 say-on-pay support (94%), indicating broader governance support from shareholders .
- Red flags: None disclosed specific to Blade (no low attendance, no related-party transactions, no hedging/pledging). Note: Broader family relationships involve the Lowery family among executives, not Blade; monitored via related-party policies .
Additional context
- Audit Committee met four times in 2024; Blade listed among members, indicating engagement with financial reporting and auditor oversight .
- Independent Directors met four times; board held 17 meetings; full attendance at Annual Meeting reflects engagement .
- Corporate-level governance documents (Code of Conduct, Ownership Guidelines, Insider Trading Policy, Clawback) updated/reaffirmed, supporting governance quality .