William J. Voges
About William J. Voges
William J. Voges (age 70) has served on First Financial Corporation’s board since 2008 and is an independent director. He is Chairman of the Corporation’s Compensation and Employee Benefits Committee, a member of the Governance & Nominating Committee, and serves on the Bank’s Loan Committee. Voges holds a B.S. in Business Administration and a J.D. from Stetson University and brings legal, governance, and executive compensation expertise from prior roles as CEO/chairman and general counsel of the Root Company and as a public-company director at Consolidated-Tomoka Land Co. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Root Company (private investment co.) | Chairman & Trustee | Since 2016 | Governance leadership and strategic oversight |
| Root Company | CEO & Chairman; General Counsel | CEO/Chair since 1996; GC since 1990 | Executive leadership; legal and governance expertise |
| Fink, Loucks, Sweet & Voges (law firm) | Partner | 9 years | Legal/regulatory experience |
| Consolidated-Tomoka Land Co. (NYSE: CTO) | Director; Chairman | Director 2001–2012; Chairman 2009–2011 | Audit, executive, corporate governance committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stetson University | Board of Trustees | Current | Higher education governance |
| Root Company | Chairman & Trustee | Since 2016 | Private investment oversight |
| Various financial institutions | Director (prior) | Not specified | Bank board experience (prior boards) |
Board Governance
- Independence: The Board determined all directors except the two Lowerys and Richard J. Shagley are independent; Voges is independent under NASDAQ rules . Governance & Nominating Committee and Compensation & Employee Benefits Committee members (including Voges) are explicitly designated independent .
- Attendance: The Board met 17 times in 2024; each director attended more than 75% of board and committee meetings. All directors attended the 2024 Annual Meeting of Shareholders .
- ESOP voting oversight: As a member (and Chairman) of the Compensation & Employee Benefits Committee, Voges helps direct the ESOP trustee to vote uninstructed shares pro rata to instructed votes, per plan procedures .
- Lead Independent Director: Ronald K. Rich; presides executive sessions and serves as liaison to Chair/CEO .
| Governance Attribute | Detail |
|---|---|
| Committee Chair | Compensation & Employee Benefits Committee (Chair) |
| Committee Memberships | Governance & Nominating (member) ; Bank Loan Committee (member) |
| Independence Status | Independent director |
| 2024 Board Meetings | 17 meetings; >75% attendance for each director; all directors attended 2024 ASM |
| Shareholder Say-on-Pay | ~94% approval in 2024; indicates strong investor support |
Fixed Compensation
Director compensation at THFF is cash-based with retainers plus meeting fees; no equity grants are disclosed for non-employee directors.
| Fee Component | Amount |
|---|---|
| Corporation Annual Retainer | $40,000 |
| Bank Annual Retainer | $5,000 |
| Board Meeting Fee (Corp/Bank) | $750 per meeting |
| Audit Committee Meeting Fee | $1,000 per meeting |
| Compensation & Employee Benefits Committee Meeting Fee | $1,000 per meeting |
| Governance & Nominating Committee Meeting Fee | $1,000 per meeting |
| Bank Loan Committee Meeting Fee | $500 per meeting |
| William J. Voges – 2024 Director Cash Fees | Amount |
|---|---|
| Fees Earned or Paid in Cash (Total) | $89,000 |
| Directors’ Deferred Compensation Plan Payment (legacy plan, closed in 2011) | $21,818 |
Performance Compensation
- No performance-based or equity awards are disclosed for non-employee directors; director compensation is fully cash-based (retainers and meeting fees).
| Metric | 2024 |
|---|---|
| Equity awards to non-employee directors | None disclosed |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None disclosed beyond THFF |
| Prior public boards | Consolidated-Tomoka Land Co. (Director 2001–2012; Chairman 2009–2011) |
| Committee interlocks | Compensation Committee Interlocks and Insider Participation: None (no cross-director pay-setting interlocks reported) |
Expertise & Qualifications
- Legal/regulatory and governance expertise; former general counsel and CEO/chairman of Root Company .
- Audit, executive compensation, and corporate governance experience (CTO board service and committee roles) .
- Strategic insight and leadership cited as Board contribution .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 20,307 shares |
| % of Outstanding Shares | <1% (11,853,489 shares outstanding as of Feb 28, 2025) |
| Director Stock Ownership Guidelines | Minimum value equal to 3x annual Corporation retainer; compliance required within 5 years |
| Compliance Status | All non-employee directors met guidelines except Ms. Jensen; implies Voges is in compliance |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy and Anti-Hedging/Anti-Pledging Policy |
Governance Assessment
- Strengths: Independent director; chairs Compensation & Employee Benefits Committee; strong say-on-pay support (~94%), signaling investor confidence in pay practices overseen by the committee . Robust governance framework (clawback policy, anti-hedging/pledging, independent committees) enhances alignment and risk control .
- Alignment: Material personal ownership (20,307 shares) and mandatory ownership guidelines promote “skin in the game” despite cash-only director pay structure .
- Engagement/Attendance: Board met 17 times; each director exceeded 75% attendance; all directors attended the 2024 annual meeting—supports Board effectiveness and oversight diligence .
- Conflicts/Related Parties: No related-party transactions involving Voges disclosed; related-party loans to directors/officers are ordinary-course on market terms per policy and regulatory framework . No compensation committee interlocks disclosed .
- Watch items: Long tenure (since 2008) can pose refreshment considerations, though the Board reports substantial refreshment in recent years (nine new directors added) which mitigates entrenchment risk . Executive family relationships (Lowerys) exist at THFF and require continued governance oversight; not linked to Voges .