Michael A. Carty
About Michael A. Carty
Michael A. Carty, age 74, has served as an independent director of First Financial Corporation (THFF) since 2020. He is a licensed CPA for over 30 years, designated by the Board as an “audit committee financial expert,” and previously served as THFF’s Senior Vice President, Secretary, and Chief Financial Officer from 1976 until retirement in 2010; he holds a B.S. in Accounting from Indiana State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Financial Corporation | Senior VP, Secretary, Chief Financial Officer | 1976–2010 | Deep knowledge of THFF’s customers, operations, and markets; fiscal oversight and auditing expertise |
| Centier Bank | Director | 2012–2016 | Served on audit, investment, loan, and compensation committees |
| Vermillion County, Indiana | County Council Member | 2008–2020 | Public-sector budgeting and governance perspective |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Centier Bank | Director | Prior | Audit/investment/loan/comp committee service (2012–2016) |
| Other public company boards | — | None disclosed | No other public directorships disclosed in proxy |
Board Governance
- Committees: THFF Audit Committee member; Audit Committee met 4 times in 2024; Board designated him independent under SEC Rule 10A‑3 and NASDAQ, and as an “audit committee financial expert” .
- Bank committees: Investment, Loan, Trust and Asset Management .
- Independence: Board classifies all directors except Norman L. Lowery, Norman D. Lowery, and Richard J. Shagley as independent; Carty is independent .
- Attendance: Board met 17 times in 2024; each director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Ronald K. Rich; Independent Directors met four times in 2024 .
- Governance policies: Anti‑hedging and anti‑pledging policy; updated Code of Business Conduct and Ethics and Corporate Governance Guidelines accessible on Investor Relations site .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Corporation annual retainer (non‑employee director) | $40,000 | 2024 policy |
| Bank annual retainer | $5,000 | 2024 policy |
| Board meeting fee (Corp/Bank) | $750 per meeting | 2024 policy |
| Audit Committee meeting fee | $1,000 per meeting | 2024 policy |
| Compensation Committee meeting fee | $1,000 per meeting | 2024 policy |
| Governance & Nominating Committee meeting fee | $1,000 per meeting | 2024 policy |
| Bank Loan Committee meeting fee | $500 per meeting | 2024 policy |
| Total Fees Earned or Paid in Cash (2024) | $80,000 | Director compensation table shows $80,000 for Carty |
Directors’ deferred compensation plan was closed to new participants in 2011; no deferrals in 2024, and payments listed only for Brighton, Dinkel, Voges (not Carty) .
Performance Compensation
| Component | Disclosure |
|---|---|
| Equity grants (RSUs/Options) | No director equity awards disclosed; compensation presented as cash fees |
| Performance metrics (TSR, EPS, etc.) | Not applicable to director pay; no performance‑based director compensation disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks / Conflicts |
|---|---|---|---|
| Centier Bank (private) | Director (2012–2016) | Audit, investment, loan, compensation | No compensation committee interlocks at THFF; Committee comprised solely of independent directors; no cross‑board interlocks disclosed |
Expertise & Qualifications
- Licensed CPA; Audit Committee financial expert designation; financially sophisticated under NASDAQ rules .
- Extensive fiscal responsibility, auditing, accounting, and banking experience; prior CFO tenure confers deep institutional knowledge of THFF’s operations and markets .
- Prior audit and loan committee service at another bank (Centier) broadens perspective on controls and credit .
Equity Ownership
| Item | Value | Source / Calculation |
|---|---|---|
| Shares beneficially owned | 2,783 | Beneficial ownership table |
| Shares outstanding | 11,853,489 | Record date disclosure |
| Ownership % of outstanding | ~0.02% | 2,783 / 11,853,489; citations for inputs |
| Share price (Dec 31, 2024) | $46.19 | Closing price reference |
| Estimated value of holdings | ~$128,700 | 2,783 × $46.19; citations for inputs |
| Director stock ownership guideline | 3× Corporation retainer (= $120,000) | Guideline and retainer |
| Compliance status | Meets guideline | ~$128,700 vs $120,000; policy notes that all non‑employee directors have met except Ms. Jensen (Carty is not listed as an exception) |
| Pledging/Hedging of THFF stock | Prohibited | Anti‑hedging/anti‑pledging policy applies to directors |
Governance Assessment
- Strengths:
- Independence and audit committee financial expertise; financially sophisticated per NASDAQ—supports robust oversight of financial reporting and controls .
- Strong attendance and engagement (>75% of Board/committee meetings; annual meeting attendance) .
- Ownership alignment: meets director stock ownership guideline; anti‑hedging/anti‑pledging policy mitigates misalignment risk .
- No compensation committee interlocks; committee composed entirely of independent directors .
- Potential conflicts / red flags:
- Legacy ties as former THFF CFO (1976–2010) could create perceived familiarity risk; Board nevertheless affirms independence and places him on Audit Committee with financial expert designation .
- Related‑party framework: THFF discloses ordinary‑course loans to directors/officers under standard terms with normal risk; transactions overseen by Loan Committee and governed by Articles and Code of Conduct (no adverse features disclosed) .
- No director equity grants; alignment relies on personal holdings and ownership guidelines rather than ongoing equity awards—acceptable under current THFF director pay design .
Shareholder sentiment context: Say‑on‑Pay (executive compensation) support was ~94% in 2024, indicating broad investor confidence in overall compensation governance at THFF .