Tina J. Maher
About Tina J. Maher
Independent director of First Financial Corporation (THFF), age 77, serving since 2019. Maher sits on the Corporation’s Audit Committee and the Bank’s Audit and Loan Committees, and is designated independent under SEC Rule 10A‑3 and NASDAQ criteria. She previously served with the Vigo County School Corporation, is Principal of Maher Farms, and has maintained financial records for Maher Law Office and Maher Farms since 1985; she holds B.S. and M.S. degrees from Indiana University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vigo County School Corporation | Served with VCSC (role not specified) | Not disclosed | Not disclosed |
| Maher Farms | Principal | Current | Agriculture perspective aligned with Bank’s farm lending program |
| Maher Law Office | Maintains financial records | Since 1985 | Financial recordkeeping discipline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various not-for-profit boards | Chairperson, Secretary, Treasurer | Not disclosed | Civic/charitable leadership |
Board Governance
- Committee assignments: Corporation Audit Committee; Bank Audit Committee; Bank Loan Committee. Audit Committee chair is Thomas T. Dinkel (Maher is not chair) .
- Independence status: Board determined Maher and other Audit Committee members are independent under SEC Rule 10A‑3 and NASDAQ; Board overall independence excludes only Norman L. Lowery, Norman D. Lowery, and Richard J. Shagley .
- Attendance and engagement: Board met 17 times in 2024; every director attended >75% of Board and committee meetings while serving; all directors attended the 2024 Annual Meeting. Independent Directors held four executive sessions in 2024 .
- Lead Independent Director: Ronald K. Rich serves as Lead Independent Director (since 2005), chairing Governance & Nominating and executive sessions .
- Audit Committee activity: Audit Committee met four times in 2024; its remit covers financial reporting integrity, auditor independence, internal audit, disclosure controls, and conflict oversight .
Fixed Compensation
Fee structure for non‑employee directors (paid by Corporation and Bank):
| Component | Amount | Notes |
|---|---|---|
| Annual Retainer – Corporation | $40,000 | All non‑employee directors |
| Annual Retainer – Bank | $5,000 | All non‑employee directors |
| Board Meeting Fee (Corp/Bank) | $750 per meeting | Non‑employee directors |
| Audit Committee Fee | $1,000 per meeting | Non‑employee directors |
| Compensation & Employee Benefits Committee Fee | $1,000 per meeting | Non‑employee directors |
| Governance & Nominating Committee Fee | $1,000 per meeting | Non‑employee directors |
| Bank Loan Committee Fee | $500 per meeting | Non‑employee directors |
2024 director compensation outcome:
| Name | Fees Earned or Paid in Cash | Total |
|---|---|---|
| Tina J. Maher | $80,000 | $80,000 |
- Directors’ Deferred Compensation Plan: closed to new participants since 2011; 2024 payments to legacy participants listed for select directors (Maher not listed) .
Performance Compensation
- No equity or option grants disclosed for directors; director compensation is cash-based via retainers and meeting fees. Director stock ownership guidelines apply (see “Equity Ownership”), but no performance-based metrics or equity awards are tied to director pay in the proxy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Private company roles | Principal, Maher Farms; financial records for Maher Law Office |
| Non-profit/academic boards | Numerous not-for-profit boards; roles include chairperson, secretary, treasurer |
| Interlocks/overlaps | None disclosed with THFF competitors/suppliers/customers beyond general community involvement |
Expertise & Qualifications
- Agriculture and small-business expertise via Maher Farms; provides insight aligned with Bank’s farm lending program .
- Financial recordkeeping experience (Maher Law Office, Maher Farms since 1985) .
- Audit Committee service; Board determined all Audit Committee members are financially sophisticated under NASDAQ; Mr. Carty is designated audit committee financial expert (Maher is not specifically designated) .
- Extensive civic and charitable leadership .
- Education: B.S., M.S. – Indiana University .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 23,000 |
| Shares outstanding | 11,853,489 |
| Ownership % of outstanding | ~0.19% (23,000 / 11,853,489) |
| Director stock ownership guideline | Own shares equal in value to 3× annual Corporation retainer; disposal restricted until compliance |
| Compliance status | All non‑employee directors met guidelines except Ms. Jensen; implies Maher met guidelines |
| Anti‑hedging/anti‑pledging | Hedging/monetization and pledging prohibited for directors and officers |
Governance Assessment
- Board effectiveness and independence: Maher is independent; consistent executive sessions and active committee oversight bolster governance quality .
- Audit oversight and risk management: Active Audit Committee (4 meetings in 2024) with defined scope for financial integrity and conflicts; enterprise risk and governance structures are robust, including updated policies and AI Governance Committee .
- Attendance and engagement: Strong participation (>75% attendance; attendance at Annual Meeting), supporting investor confidence in director engagement .
- Alignment and ownership: Stock ownership guidelines enforced; Maher beneficially owns 23,000 shares and is subject to anti‑hedging/anti‑pledging, aligning interests with shareholders .
- Compensation structure: Cash-only director pay with transparent fee schedule; absence of equity grants reduces pay-for-performance signaling for directors but is balanced by ownership guidelines .
- Potential conflicts: Related‑party transactions (including insider loans) are permitted only in ordinary course on market terms and overseen by the Loan Committee; Maher’s role on the Bank’s Loan Committee warrants attention but policies and disclosures indicate standard bank regulatory compliance and no unfavorable features reported. No Maher‑specific related‑party transactions are disclosed .
- Shareholder signals: 2024 say‑on‑pay support ~94% suggests broad support for compensation governance and engagement; while focused on executives, it reflects overall governance stability .
RED FLAGS: None disclosed specific to Maher. Monitor for any future related‑party exposures given Loan Committee role and any changes in attendance, ownership pledging, or undisclosed outside interests .