W. Curtis Brighton
About W. Curtis Brighton
Independent director of First Financial Corporation (THFF), age 71, on the Board since 2004. Brighton chairs the Directors’ Enterprise Risk Management Committees at both the Corporation and Bank and serves on Audit, Enterprise Risk Management, Executive, Loan Policy & Procedures, and Loan Review Committees (Corp) and Enterprise Risk Management, Executive, Executive Loan, Loan, and Loan Policy & Procedures Committees (Bank). He holds a B.S. in Business Administration (Indiana State University) and a J.D. (Drake University), with prior experience as a private practice attorney, president/general counsel at Hulman & Company, and president/non-executive chair at Templeton Coal Company, Inc.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Templeton Coal Company, Inc. | President; currently Non-Executive Chairman | Retired as President Dec 31, 2023; current non-exec chair | Leadership across manufacturing, distribution, real estate, mineral leasing; board governance |
| Hulman & Company | President and General Counsel | Prior role (dates not specified) | Legal and operational leadership in broadcasting, motorsports entertainment, real estate, food manufacturing |
| Private Law Practice | Attorney | 12 years | Legal/regulatory perspective |
| Lynch Coal Operators Reciprocal Corporation | President and Director | Voluntarily dissolved July 2020 | Insurance/reciprocal operations governance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Templeton Coal Company, Inc. | Non-Executive Chairman | Private | Current role; no public company directorships disclosed |
Board Governance
- Committee assignments: Chairman, Directors’ Enterprise Risk Management Committee (Corp and Bank); member, Audit; Enterprise Risk Management; Executive; Loan Policy & Procedures; Loan Review (Corp); and Enterprise Risk Management; Executive; Executive Loan; Loan; Loan Policy & Procedures (Bank)
- Independence: The Board determined Brighton is independent under Nasdaq rules; only Norman L. Lowery, Norman D. Lowery, and Richard J. Shagley are non-independent
- Attendance: Board met 17 times in 2024; each director attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting
- Lead Independent Director: Ronald K. Rich has served as Lead Independent Director since 2005
- Executive sessions: Independent directors meet in executive session; Board holds sessions with and without the CEO
Fixed Compensation
| Component | THFF Policy | Amounts/Structure |
|---|---|---|
| Annual Board retainer (Corp) | Non-employee directors | $40,000 (Corp) |
| Annual Board retainer (Bank) | Non-employee directors | $5,000 (Bank) |
| Board meeting fees | Corp and Bank | $750 per Board meeting attended (Corp or Bank) |
| Committee meeting fees | Audit: $1,000; Compensation & Employee Benefits: $1,000; Governance & Nominating: $1,000; Bank Loan Committee: $500 | |
| 2024 director compensation (Brighton) | Fees earned or paid in cash | $80,000 |
| Legacy Directors’ Deferred Compensation Plan | Closed to new since 2011; insurance-funded payouts to legacy participants | 2024 payments: Brighton $59,642 |
| Metric | 2023 | 2024 |
|---|---|---|
| Brighton – Fees Earned or Paid in Cash | $80,500 | $80,000 |
Performance Compensation
No performance-based director compensation disclosed (program is cash retainers and meeting fees; no annual equity grants to directors).
Other Directorships & Interlocks
- Public company boards: None disclosed for Brighton
- Private boards: Non-Executive Chairman, Templeton Coal Company, Inc.
- Interlocks/potential conflicts: No Brighton-specific related-party transactions disclosed; THFF notes ordinary-course loans to directors/officers on market terms overseen by Loan Committee
Expertise & Qualifications
- Legal and regulatory expertise from private practice and general counsel experience; board provides enhanced legal/regulatory perspective
- Enterprise risk oversight as chair of Directors’ ERM Committee (credit, interest rate, liquidity, compliance, technology, reputation, strategic risks)
- Executive and operational leadership across diversified industries (manufacturing, real estate, mineral leasing; motorsports/broadcasting)
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Guideline Compliance | Notes |
|---|---|---|---|---|
| W. Curtis Brighton | 22,000 (as of Feb 28, 2025) | * (<1%) | Yes; directors must hold ≥3x annual Corp retainer; all non-employee directors met, except Ms. Jensen (within 5-year window) | Anti-hedging and anti-pledging policy applies to directors |
Insider trades (Form 4):
Note: Insider-trades data shows incremental purchases and current reported post-transaction holdings. These Form 4 filings reflect more current ownership than the proxy table’s Feb 28, 2025 snapshot.
Governance Assessment
- Board effectiveness: Brighton’s chairing of Directors’ ERM and service on Audit strengthens risk oversight and financial governance; independence supports objectivity. Attendance metrics and participation in key committees indicate active engagement.
- Alignment and signals: Meets stock ownership guidelines; material personal share ownership with additional open market purchases in 2023 and 2025—supportive signal of confidence. Anti-hedging/anti-pledging policy reinforces alignment. (Form 4 links above)
- Director pay: Cash-only retainer and meeting fees; legacy deferred comp plan payments to Brighton ($59,642 in 2024) are plan-driven and closed to new participants—low risk of pay-for-performance misalignment for directors.
- Conflicts/related parties: No Brighton-specific related-party transactions disclosed; THFF notes ordinary-course loans to insiders on market terms overseen by Board.
- Say-on-pay context: Executive compensation received ~94% shareholder support in 2024, indicating positive investor sentiment on governance/compensation practices.
RED FLAGS
- None specific to Brighton disclosed (no pledging, no hedging, no related-party transactions identified; strong committee leadership and independence).
Additional context
- Board diversity and composition; committee matrices and independence determinations provide structural governance transparency.