Thomas C. Martin
About Thomas C. Martin
Thomas C. Martin (age 74) is an independent director of First Financial Corporation (THFF) who joined the Board in 2019. He is a long-time automotive executive and multi-dealership owner (since 1975) with additional retail experience as owner of a home interior design and furniture store (since 2012). Martin holds a B.A. from the University of Indianapolis and resides in Bloomington, IN, where THFF recently opened a loan production office, bringing domain knowledge in auto lending and small-business operations to the Board .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Multiple automotive dealerships (Central Indiana) | Owner/Operator | Since 1975 | Brings floor plan and indirect auto lending insight to bank risk/credit discussions . |
| Home interior design & furniture store | Owner | Since 2012 | Small-business retail operator perspective . |
| Unnamed financial institution | Director (prior) | 12 years | Additional banking board perspective (institution not named) . |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| University of Indianapolis | Board of Trustees member; past Chairman | Serving since 1972 | Long-standing governance and nonprofit leadership experience . |
Board Governance
- Independence: The Board determined all current members except the Lowerys (Norman L. and Norman D.) and Richard J. Shagley are independent, which includes Martin .
- Committee assignments and chair roles:
- Compensation & Employee Benefits Committee (member; committee chaired by William J. Voges; met 5x in 2024; all members independent) .
- Directors’ Enterprise Risk Management Committee (member; this directors’ risk committee meets at least quarterly) .
- Enterprise Risk Management Committee (director-level oversight; member) .
- Bank committees: Compensation & Employee Benefits; Directors’ ERM; ERM; Loan Committee (member) .
- Attendance and engagement: The Board met 17 times in 2024; each director attended >75% of board and committee meetings for which they served; all directors attended the 2024 annual meeting .
- Lead Independent Director context: The Lead Independent Director is Ronald K. Rich (also Governance & Nominating Chair) .
- Governance policies: Anti-hedging and anti-pledging apply to directors; clawback policy applies to executives; charters and policies were updated/reaffirmed in 2024–2025 .
Fixed Compensation
| Component | THFF Director Program Detail | 2024 Amount for Martin |
|---|---|---|
| Annual retainer – Corporation | $40,000 (non-employee directors) | — |
| Annual retainer – Bank | $5,000 | — |
| Board meeting fee (Corp/Bank) | $750 per board meeting attended | — |
| Committee mtg fee – Audit | $1,000 per meeting | — |
| Committee mtg fee – Comp & EB | $1,000 per meeting | — |
| Committee mtg fee – Governance & Nom. | $1,000 per meeting | — |
| Committee mtg fee – Bank Loan Committee | $500 per meeting | — |
| Total 2024 cash director compensation | — | $81,000 |
- Notes: Non-employee directors receive fees from both the Corporation and the Bank; employee directors receive no board/committee fees . A legacy Directors’ Deferred Compensation Plan (closed to new participants in 2011) paid certain legacy benefits in 2024 (not attributed to Martin) .
Performance Compensation
| Element | 2024 Disclosure for Directors | Metrics/Terms |
|---|---|---|
| Equity awards (RSUs/DSUs/options) | None disclosed for non-employee directors in 2024 director comp table (only cash shown) . | N/A |
| Performance-linked director pay | Not disclosed; director compensation is retainer + per-meeting fees . | N/A |
No performance-based compensation or equity grants are disclosed for non-employee directors for 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Notes |
|---|---|---|---|
| Unnamed financial institution | Not disclosed | Prior Director (12 years) | No specific current interlocks disclosed; committee interlocks report indicates none among Compensation Committee members (including Martin) . |
| University of Indianapolis | Nonprofit/Academic | Trustee; past Chairman | Not a public company directorship . |
- Compensation Committee interlocks: None among committee members; no reciprocal board/comp committee relationships disclosed .
Expertise & Qualifications
- Automotive finance and dealership operations, including floor plan and indirect lending; aligns with THFF’s consumer auto and commercial lending exposures .
- Multi-unit small business leadership; retail operations perspective .
- Prior financial institution board service; nonprofit governance depth via University of Indianapolis (trustee/past chair) .
- Service on THFF’s Compensation & Employee Benefits and risk committees evidences broad governance reach into pay policy and enterprise risk .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Thomas C. Martin | 7,990 | <1% | As of Feb 28, 2025; Board/management as a group (19) hold 5.01% . |
- Director stock ownership guidelines: Directors must hold shares equal in value to 3× the annual Corporation retainer; all non-employee directors meet their guideline except Ms. Jensen (still within 5-year window) .
- Hedging/pledging: Directors are prohibited from hedging or pledging THFF securities .
Related-Party Transactions and Conflicts
- Policy and oversight: The Loan Committee approves related-party transactions; insider loans (where applicable) must be on substantially the same terms as for non-related customers and not involve abnormal risk or unfavorable features .
- 2024 disclosure: The proxy states directors/officers and associates were customers and had transactions in the ordinary course; no specific related-party transaction naming Martin was disclosed. Family relationships disclosed relate to the Lowery family; not Martin .
- Anti-conflict framework: Articles and Code of Business Conduct and Ethics require disclosure/approval for director-involved transactions; directors must avoid conflicts and annually reaffirm compliance .
Director Compensation Structure Analysis
- Mix and trend: Director pay is entirely cash-based (retainers + meeting fees) with no 2024 equity grants disclosed for directors; this avoids equity dilution and performance metric complexity at the board level .
- Ownership alignment: Mandatory stock ownership guidelines at 3× retainer create longer-term alignment; compliance is broadly achieved among directors, including Martin .
- Pay-risk safeguards: Anti-hedging/pledging policies enhance alignment and reduce misalignment risk .
Say-on-Pay & Shareholder Feedback (context)
- 2024 say-on-pay support was approximately 94%, indicating favorable investor sentiment toward THFF’s executive pay program; management continued investor outreach through conferences and meetings .
Governance Assessment
-
Strengths
- Independent director with relevant credit and auto-lending experience; serves on Compensation & Employee Benefits and enterprise risk committees, supporting board effectiveness in pay oversight and risk governance .
- Good attendance norms (Board met 17 times; all directors >75%); committee cadence is robust (Comp & EB met 5 times; risk committees at least quarterly) .
- Strong alignment policies: stock ownership guidelines; prohibitions on hedging/pledging; updated governance policies in 2024–2025 .
-
Watch items
- Industry overlap: Martin’s automotive dealerships operate in a segment where the Bank provides floor plan/indirect lending; while no Martin-specific related-party transactions were disclosed, continued monitoring of ordinary-course insider transactions and recusal practices is prudent given potential perceived conflicts in credit matters (Loan Committee oversight applies) .
- Board equity exposure: With director compensation entirely in cash for 2024, alignment relies on guidelines rather than ongoing equity grants; however, guidelines compliance mitigates this concern .
RED FLAGS: None specifically disclosed for Martin (no legal proceedings, SEC investigations, pledging, option repricing, or related-party transactions naming Martin) in the latest proxy; insider loans to directors generally are stated to be ordinary-course and on market terms .