Susan M. Jensen
About Susan M. Jensen
Independent director since 2021; age 51. Jensen is the WTHI‑TV and MyFOX10 Station Manager/Indiana HUB Regional News Director and 5 p.m. anchor, with a B.A. in Communication from DePauw University. She began at WTHI in October 1995 and has extensive community organization involvement. Her background adds perspective on community/public relations and ESG matters for THFF’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WTHI-TV (Terre Haute) | General Assignments Reporter → Station Manager/Regional News Director; 5 p.m. anchor | 1995–present | Recognized by AP, SPJ, Indiana Broadcasters Association, Indiana State Teachers Association; enhances board perspective on community relations/ESG |
| First Financial Corporation (THFF) | Independent Director | 2021–present | Serves on Corporation Cybersecurity Committee; ESG/community insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Academy of Television Arts and Sciences (Ohio Valley Chapter) | Executive Committee, Board of Governors | Ongoing (not dated) | Governance role in regional media organization |
Board Governance
- Independence: Listed as “Yes” (independent) in the proxy’s nominee table .
- Committee assignments (current): Corporation Cybersecurity Committee; Bank Community Reinvestment Act (CRA), Cybersecurity, and Loan Committees . Cybersecurity committees are led by the CISO and report quarterly to the Board; Jensen is noted among independent members participating in oversight of IT/cyber risk .
- Attendance: Board met 17 times in 2024; every director attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting . Similar attendance disclosure for 2023 (17 meetings; >75%) .
- Years of service: ~4 years on the Board as of the 2025 proxy (appointed November 16, 2021) .
- Ownership guidelines: Directors must hold shares equal in value to 3x the annual Corporation retainer; compliance required within 5 years of appointment. All non‑employee directors met guidelines except Jensen (has until November 16, 2026) .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (Corporation) | $40,000 | $40,000 |
| Annual retainer (Bank) | $5,000 | $5,000 |
| Board meeting fee (Corp/Bank) | $750 per meeting | $750 per meeting |
| Committee meeting fees | Audit: $1,000; Compensation: $1,000; Governance: $1,000; Bank Loan: $500 | Audit: $1,000; Compensation: $1,000; Governance: $1,000; Bank Loan: $500 |
| Total fees earned (Jensen) | $76,500 | $76,000 |
Performance Compensation
| Element | Details |
|---|---|
| Equity or performance-based director awards | None disclosed for non-employee directors; compensation is cash retainers and meeting fees |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | — | None disclosed in THFF proxy |
| WTHI‑TV / MyFOX10 | Private/media | Station Manager/Regional News Director; anchor | Current employment; media sector |
| NATAS (Ohio Valley Chapter) | Non-profit | Executive Committee, Board of Governors | External governance role |
Expertise & Qualifications
- Communications/media leadership; public relations/community engagement; ESG perspective .
- Recognitions from AP, SPJ, Indiana Broadcasters Association, Indiana State Teachers Association .
- Education: B.A. in Communication, DePauw University .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 1,949 |
| Shares outstanding (as of Feb 28, 2025) | 11,853,489 |
| Ownership % of outstanding | ~0.016% (calc: 1,949 ÷ 11,853,489) |
| Vested vs. unvested | Not applicable/disclosed for directors |
| Pledged shares | None disclosed |
| Director ownership guideline | 3x annual Corporation retainer (i.e., 3 × $40,000 = $120,000 value requirement) |
| Compliance status | Not yet met; has 5 years from appointment (Nov 16, 2021) to comply |
Insider Trades and Section 16 Compliance
| Date (2024) | Nature | Note |
|---|---|---|
| Feb 7, 2024 | Stock purchase | Form 4 filed late per proxy |
| Mar 1, 2024 | Stock purchase | Form 4 filed late per proxy |
| Jun 11, 2024 | Stock purchase | Form 4 filed late per proxy |
| Aug 1, 2024 | Stock purchase | Form 4 filed late per proxy |
| Sep 6, 2024 | Stock purchase | Form 4 filed late per proxy |
| Nov 6, 2024 | Stock purchase | Form 4 filed late per proxy |
Governance Assessment
- Strengths:
- Independent director with consistent attendance and active participation on risk-focused committees (Cybersecurity; CRA; Loan), supporting board oversight of compliance and information security .
- Demonstrated share purchases in 2024, indicating alignment effort; adheres to director ownership guideline structure with a clear compliance timeline .
- Watch items / red flags:
- Multiple late Section 16 Form 4 filings in 2024 for purchases—an administrative compliance lapse that can raise process-control concerns despite being for purchases rather than sales .
- Ownership guideline not yet met (still within five-year window), leaving alignment below target until compliance is achieved by November 16, 2026 .
- Compensation mix:
- Entirely cash-based (retainers and meeting fees) with no disclosed equity/DSU program for directors—alignment relies on personal share purchases and guideline enforcement .
- Conflicts/related-party exposure:
- No related-party transactions disclosed involving Jensen; no public company interlocks reported. Her media leadership is external; no board-documented conflicts with THFF .
Committee Activity Context (Board-level)
| Committee | Members/Notes | Meetings (2024) |
|---|---|---|
| Audit | Independent; includes chair Dinkel; Carty is “financial expert” | 4 |
| Compensation & Employee Benefits | Independent; chair Voges | 5 |
| Governance & Nominating | Independent; chair Rich | 2 |
| Cybersecurity (Corp/Bank) | Led by CISO; Jensen is a member among independent directors; quarterly reports to Board | Not enumerated; oversight described |
All citations: .