Paul J. Pierson
About Paul J. Pierson
Paul J. Pierson, age 74, has served as an independent director of First Financial Corporation (THFF) since 2019. He is a retired Circuit Judge (Sullivan County, IN) and former Senior Judge for the State of Indiana, with 20 years as a Judge Advocate General (JAG) officer in the U.S. Army and Indiana Guard/Reserve; he holds a B.S. from Indiana State University and a J.D. from California Western School of Law, with graduate studies at Butler University . In 2024 the Board met 17 times and each director attended more than 75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sullivan County Circuit Court (IN) | Circuit Judge | 25 years | Provides enhanced legal and regulatory perspective to THFF’s Board |
| State of Indiana | Senior Judge | Not disclosed; previously served | Legal/judicial experience supports governance oversight |
| U.S. Army & Indiana Guard/Reserve | Judge Advocate General Officer | 20 years | Military perspective valued for markets with active-duty/veteran presence |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None disclosed in proxy biography | — | — |
Board Governance
- Committees: Governance & Nominating (Corporation), Directors’ Enterprise Risk Management (Directors’ ERM), and Enterprise Risk Management (ERM) at the Corporation; Directors’ ERM, ERM, Investment, Loan, and Trust & Asset Management at the Bank .
- Chair roles: Not disclosed for Pierson; Governance & Nominating chaired by Ronald K. Rich; Directors’ ERM chaired by W. Curtis Brighton .
- Independence: Board determined all members except Norman L. Lowery, Norman D. Lowery, and Richard J. Shagley are independent—Pierson is independent .
- Attendance and engagement: Board met 17 times; each director attended >75% of board and committee meetings and all directors attended the 2024 Annual Meeting .
- Risk oversight: As a member of Directors’ ERM/ERM, Pierson participates in quarterly oversight across credit, interest rate, liquidity, compliance, technology, transaction, reputation and strategic risks per updated charters .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Corporate annual retainer | $40,000 | Paid to non-employee directors of the Corporation |
| Bank annual retainer | $5,000 | Paid to non-employee directors of the Bank |
| Board meeting fee (Corp/Bank) | $750 per meeting | Applies to each board meeting attended |
| Audit Committee fee | $1,000 per meeting | Director committee fee |
| Compensation & Employee Benefits Committee fee | $1,000 per meeting | Director committee fee |
| Governance & Nominating Committee fee | $1,000 per meeting | Director committee fee |
| Bank Loan Committee fee | $500 per meeting | Bank committee fee |
| 2024 Fees Earned (Pierson) | $78,000 | Total cash fees for fiscal year 2024 |
Performance Compensation
| Component | Details | Status |
|---|---|---|
| Equity awards (director) | Director compensation disclosure shows cash retainers/meeting fees only; no director equity awards disclosed | None |
| Option awards (director) | No director option awards disclosed | None |
| Performance metrics tied to director pay | Not used for directors; fees are fixed by role/meeting | None |
| Director stock ownership guidelines | Directors must own shares equal in value to 3× the annual corporate retainer; compliance required within five years | Pierson in compliance; all non-employee directors met guidelines except Ms. Jensen (appointed 2021) |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited for directors under Insider Trading Policy | Prohibited |
Other Directorships & Interlocks
| Company | Role | Exchange | Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed in Pierson’s biography |
Expertise & Qualifications
- Legal/regulatory, corporate governance/ethics, and military expertise per biography and skills matrix .
- Investment and risk management oversight via membership on Investment, Loan, Trust & Asset Management, and ERM committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Guideline Compliance | Hedging/Pledging |
|---|---|---|---|---|
| Paul J. Pierson | 10,000 | <1% | In compliance with director guidelines (3× corporate retainer) | Prohibited for directors |
Insider Trades
| Date | Transaction | Filing Status | Notes |
|---|---|---|---|
| Feb 1, 2024 | Stock purchase (Form 4) | Filed late | Number of shares not disclosed in proxy; late filings noted |
| Feb 28, 2024 | Stock purchase (Form 4) | Filed late | Number of shares not disclosed in proxy; late filings noted |
Governance Assessment
- Independence and risk oversight: Pierson is independent and active on Governance & Nominating and ERM committees, strengthening board independence and risk governance .
- Attendance and engagement: Board met 17 times; all directors exceeded the 75% attendance threshold and attended the 2024 Annual Meeting—supports engagement .
- Alignment: Owns 10,000 shares (<1%); director stock ownership guidelines met; anti-hedging/anti-pledging policy in effect—positive alignment signals .
- Compensation: Cash-only director fees with transparent structure; no equity/options—limits performance-linked incentives but reduces conflict risk .
- Conflicts/related-party exposure: Proxy notes ordinary-course loans to some directors/officers on market terms; no Pierson-specific related-party transactions disclosed .
- Red flags: Minor Section 16(a) compliance issue—late Form 4 filings for two 2024 purchases—typically a process/timeliness issue but worth monitoring .
- Shareholder sentiment: Executive pay received ~94% approval in 2024, indicative of broader investor confidence in governance practices (context) .