Ronald K. Rich
About Ronald K. Rich
Ronald K. Rich, age 87, has served on First Financial Corporation’s board since 2005 and is the long-tenured Lead Independent Director, a role he has held since 2005; he chairs the Governance & Nominating Committee and brings deep insurance/financial planning expertise through prior work as a financial representative at Northwestern Mutual, holding CLU and ChFC credentials from The American College of Financial Services . He is deemed independent under NASDAQ rules, and was renominated in 2025 for a term expiring in 2028, reflecting board confidence in his governance leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Mutual Financial Network | Financial Representative | Former (dates not disclosed) | Insurance/financial planning expertise; supports oversight of insurance matters at THFF |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external board roles disclosed for Mr. Rich in the proxy |
Board Governance
- Lead Independent Director: Presides at executive sessions; serves as liaison between the board, Chairman, and CEO; sets agendas for independent director sessions; in role since 2005 .
- Committee assignments (Corporation): Chair, Governance & Nominating; Member, Compensation & Employee Benefits; Executive; Directors’ Enterprise Risk Management; Enterprise Risk Management .
- Committee assignments (Bank): Member, Compensation & Employee Benefits; Executive; Directors’ Enterprise Risk Management; Enterprise Risk Management; Loan Committee .
- Independence and engagement: Board met 17 times in 2024; each director attended ≥75% of board/committee meetings and all directors attended the 2024 Annual Meeting; independent directors met four times in 2024 .
| Committee | Entity | Role | 2024 Meeting Count |
|---|---|---|---|
| Governance & Nominating | Corporation | Chair | 2 meetings |
| Compensation & Employee Benefits | Corporation | Member | 5 meetings |
| Executive | Corporation | Member | Not disclosed |
| Directors’ Enterprise Risk Management | Corporation | Member | Not disclosed (quarterly or more via ERM framework) |
| Enterprise Risk Management | Corporation | Member | Not disclosed (quarterly or more via ERM framework) |
| Compensation & Employee Benefits | Bank | Member | Not disclosed |
| Executive | Bank | Member | Not disclosed |
| Directors’ Enterprise Risk Management | Bank | Member | Not disclosed |
| Enterprise Risk Management | Bank | Member | Not disclosed |
| Loan | Bank | Member | Not disclosed |
Fixed Compensation
- Structure: Cash-only director pay with retainers and per-meeting fees; non-employee directors receive $40,000 Corporation retainer and $5,000 Bank retainer; $750 per Corporation/Bank board meeting; committee fees: Audit $1,000; Compensation & Employee Benefits $1,000; Governance & Nominating $1,000; Bank Loan Committee $500 .
- 2024 cash received: $89,000 for Mr. Rich (director compensation table) .
| Component | Amount | Notes |
|---|---|---|
| Corporation annual retainer (cash) | $40,000 | Non-employee directors |
| Bank annual retainer (cash) | $5,000 | Non-employee directors |
| Board meeting fee (Corp/Bank) | $750 per meeting | Each board meeting attended |
| Committee fees | Audit $1,000; Comp $1,000; Governance $1,000; Bank Loan $500 | Per meeting |
| 2024 Total—Rich | $89,000 | Fees earned/paid in cash |
Performance Compensation
- Equity awards/variable pay for directors: None disclosed in the director compensation table (which reports only cash fees) .
| Metric | 2024 |
|---|---|
| Director equity grants (RSUs/PSUs/Options) | None disclosed in director table |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Mr. Rich |
| Interlocks/conflicts | Compensation Committee interlocks: None; no insiders on Comp Committee; no interlocking board relationships disclosed |
Expertise & Qualifications
- Chartered Life Underwriter (CLU) and Chartered Financial Consultant (ChFC) designations; prior financial representative experience—insurance and financial planning expertise relevant to bank insurance matters .
- Governance leadership as Lead Independent Director since 2005 and Chair of Governance & Nominating .
- Risk oversight participation across ERM committees at Corporation and Bank .
Equity Ownership
- Beneficial ownership: 4,050 shares; less than 1% of outstanding .
- Shares outstanding: 11,853,489 (Feb 28, 2025) .
- Ownership guidelines: Directors must hold stock equal to 3x Corporation retainer; all non-employee directors met guidelines except Ms. Jensen (still within compliance window), implying Mr. Rich meets guidelines .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy; anti-pledging and anti-hedging reaffirmed Feb 2025 .
| Item | Value |
|---|---|
| Shares beneficially owned | 4,050; <1% |
| Shares outstanding | 11,853,489 |
| Ownership guideline | 3x annual Corp retainer; Mr. Rich in compliance (all non-employee directors except Ms. Jensen) |
| Hedging/Pledging status | Prohibited under policy |
Governance Assessment
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Strengths:
- Long-tenured, independent Lead Director overseeing executive sessions and serving as liaison to management—supports independent board functioning and investor confidence .
- Chair of Governance & Nominating; active on ERM committees at both Corporation and Bank; committee matrix confirms broad governance and risk coverage .
- Strong attendance culture (≥75% for all directors), full Annual Meeting attendance, and active independent director executive sessions .
- Shareholder-friendly policies: Anti-hedging/anti-pledging for directors; explicit clawback policy for executives; disciplined equity grant timing; and robust director stock ownership guidelines with compliance .
-
Pay and alignment signals:
- Director compensation is modest, cash-based, and tied to meeting participation and committee service; Mr. Rich received $89,000 in 2024 .
- Beneficial ownership supports alignment with shareholders; guidelines met .
-
Shareholder sentiment:
- 2024 say-on-pay approval ~94% indicates broad support for compensation governance framework the board (including Mr. Rich) oversees .
-
Potential conflicts and related-party exposure:
- Ordinary-course lending to directors/executives at market terms and risk; overseen by Loan Committee; no unfavorable features disclosed—no specific related-party transactions tied to Mr. Rich .
- No delinquent Section 16 filings noted for Mr. Rich; only two other directors had late Form 4s in 2024 per disclosure .
RED FLAGS: None identified for Mr. Rich regarding conflicts, low attendance, hedging/pledging, or pay anomalies based on the 2025 proxy disclosures .