UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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CINCINNATI FINANCIAL CORPORATION

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March ~~13, 2019~~18, 2020

To the Shareholders of Cincinnati Financial Corporation:

You are cordially invited to attend the Annual Meeting of Shareholders of Cincinnati Financial Corporation, which will take place at 9:30 a.m. on Saturday, ~~April 27, 2019,~~May 2, 2020, at the Cincinnati Art Museum, located in Eden Park, Cincinnati, Ohio. The business to be conducted at the meeting includes:


1.	Electing 1413 directors for one-year terms;


2.	Voting on a nonbinding proposal to approve compensation for the company’s named executive officers;


3.	Ratifying the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for ~~2019;~~2020;


4.	Transacting such other business as may properly come before the meeting.

Shareholders of record at the close of business on ~~February 28, 2019,~~March 4, 2020, are entitled to vote at the meeting.

Whether or not you plan to attend the meeting, please cast your vote as promptly as possible. We encourage convenient online voting, which saves your company significant postage and processing costs. If you prefer, you may submit your vote by telephone or by mail. Detailed voting instructions can be found in the Frequently Asked Questions section on Page 72 of this proxy statement.

Thank you for your interest and participation in the affairs of the company.

/S/ Lisa A. Love

Lisa A. Love, Esq.

Senior Vice President, General Counsel and Corporate Secretary

This proxy statement, the Annual Report on Form 10-K, the Letter from the Chairman and the Chief Executive Officer and voting instructions were first made available to Cincinnati Financial Corporation shareholders on March ~~13, 2019.~~18, 2020.

Table of Contents



Proxy Summary		3
~~2019~~2020 Annual Meeting of Shareholders		3
Voting Matters and Board Recommendations		3
~~2018~~2019 Governance Highlights		4
~~Director Nominees~~Our Governance Practices		5 4
~~2018 Business and Financial Highlights~~	Director Nominees	6
~~2018~~2019 Executive Compensation Highlights		7
Security Ownership of Principal Shareholders and Management		8
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~	Reports	1110
Information About the Board of Directors		11
Proposal 1 - Election of Directors		1211
Nominees for Directors for Terms of ~~Your Company~~	Office Continuing until 2021	12
Compensation of ~~Nonemployee~~Non-Employee Directors		22
Governance of Your Company		24
~~2018 Governance Highlights~~		24
Governance Policies and Practices		2524
Certain Relationships and Transactions		2928
Compensation of Named Executive Officers and Directors		3130
Proposal 2 - Say-on-Pay: Advisory Vote on Compensation of Named Executive Officers		3130
Report of the Compensation Committee		3231
Compensation Committee Interlocks and Insider Participation		3231
Compensation Discussion and Analysis		3332
Audit-Related Matters		68
Proposal 3 - Ratifying the Selection of the Independent Registered Public Accounting Firm		68
Report of the Audit Committee		68
Fees Billed by the Independent Registered Public Accounting Firm		70
Services Provided by the Independent Registered Public Accounting Firm		70
Frequently Asked Questions		72
Conclusion		75
Shareholder Proposals, Director Nominations and Important Dates ~~for Next Year~~		75
Cost of Solicitation		76
Other Business		76
Appendix A - Definitions of Non-GAAP Information and Reconciliation to Comparable GAAP Measures		77

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider before voting. Please read the entire proxy statement, and for more complete information about the company’s ~~2018~~2019 performance, please review the company’s ~~2018~~2019 Annual Report on Form 10-K.

~~2019~~2020 Annual Meeting of Shareholders

Date and Time: ~~April 27, 2019,~~May 2, 2020, 9:30 a.m. ET

Place: Cincinnati Art Museum, 953 Eden Park Drive, Cincinnati, Ohio 45202

Record Date: ~~February 28, 2019~~March 4, 2020

Meeting Webcast: cinfin.com/investors

Voting Matters and Board Recommendations



	Our Board’s Recommendation
Election of Directors (Page 1211)	FOR Each Director Nominee
Advisory Vote to Approve Executive Compensation (Page 3130)	FOR
Ratification of Auditors (Page 68)	FOR

~~2018~~2019 Governance Highlights

~~In 2018,~~Board Refreshment

Two independent directors were added to the board in 2019, as it prepared for the departure of three directors who are not standing for re-election at the 2020 Annual Meeting of Shareholders. The addition of Jill P. Meyer and Thomas J. Aaron increased the percentage of the board comprised of independent directors to 75%, provided new and added to skills the board deemed important and increased the number of women on the board to three. Following the 2020 Annual Meeting of Shareholders, 10 of 13 directors will be independent; with half of the independent directors having tenure of less than 10 years and half having tenure of greater than 10 years.

Enhanced Environmental, Social and Governance (ESG) Disclosure

With the oversight of the nominating committee, in 2019 the company ~~continued~~enhanced its annual Sustainability Report and added two new publications devoted to ~~follow its strong~~ESG disclosure, "Sustainability Disclosure Using SASB Standards for the Insurance Industry" and the "Sustainability Data Sheet." Collectively, these publications organize and enhance our existing disclosures about ESG topics such as our commitment to the development and financial wellness of our workforce, including disclosure of our adjusted gender pay gap; our commitment to managing climate risk; and our commitment to ethical governance ~~policies~~ and ~~practices to benefit shareholders. Highlights included:~~operations. You can find more information about these disclosures at cinfin.com/sustainability.

~~Proxy Access - The board~~

Our Governance Practices

Cincinnati Financial is committed to strong corporate governance. ~~It keeps abreast~~We believe that strong governance builds trust and promotes the long-term interests of ~~developing~~our shareholders. Highlights of our corporate governance practices include the following:

Board Governance Practices

Strong board oversight of enterprise risk.

75% of our directors are independent.

Our audit, compensation and ~~adopts those that it believes~~nominating committees are ~~appropriate~~fully independent.

Strong independent lead director with clearly defined role and responsibilities.

Robust stock ownership guidelines for ~~our company and its shareholders. In 2018, shareholders approved an amendment to the company's~~ directors at 5 times annual cash meeting fees.

Code of ~~Regulations~~Conduct applicable to ~~allow proxy access for director nominations.~~directors, officers and company associates.

~~Majority Voting - A majority voting standard applies to uncontested elections~~Annual evaluation of directors. The board believes that this voting standard gives shareholders a more meaningful voice in electing our directors and reinforces our commitment to accountability and strong corporate governance practices.

Cybersecurity - Cybersecurity is a growing threat for all companies. For the fourth year in a row, the audit committee increased its understanding of the company’s cybersecurity risk through reports of testing by third-party experts of the company’s cybersecurity program structure and capabilities.

Board Refreshment and Composition - Informed by feedback from its annual board self-evaluation, engagement with investors each year and our Corporate Governance Guidelines, the board continuously assesses the composition of the board of directors. Its goal is to balance independence, board size, tenure, and diversity of experience, skills, competencies and other qualities of current directors and future director candidates to best structure and govern itself in the short- and long-term and provide effective oversight of management for the benefit of shareholders.

Succession Planning - Succession planning at all levels is important to the long-term success of the company. In 2018, the board continued its practice of attending meetings of the subsidiary boards during which more than a dozen executives provide reports. These meetings provide the directors with opportunities to become familiar with this level of management, assess their development over time and gain in-depth knowledge about the company’s operating businesses. Additionally, each year the board discusses potential management succession candidates with the chief executive officer by the non-employee directors, led by the chair of the compensation committee.

Annual board and committee self-assessments.

Regular executive sessions of the non-employee directors at ~~one~~the board and committee level.

High degree of ~~its regular meetings.~~board interaction with management to ensure successful oversight and succession planning.

Mandatory retirement age.

Shareholder Rights

All directors are elected annually with a simple majority standard for all uncontested director elections and by plurality in contested director elections.

No poison pill.

Shareholders have the right to call a special meeting.

Regular engagement with shareholders to understand their perspectives and concerns on a broad array of topics, including corporate governance, executive compensation and sustainability matters.

Responsive to shareholder feedback.

Proxy access for director nominees, enabling a shareholder, or group of up to 20 shareholders holding 3% of the company's common shares for at least three years, to nominate candidates for the greater of two seats or 20% of the board nominees.

Compensation Governance

Pay program tied to performance.

Majority of pay is long-term and at-risk with no guaranteed bonuses or salary increases.

Robust stock ownership guidelines of 5 times salary for the chief executive officer and 3.5 times salary for the other named executive officers.

Prohibition on all hedging of Cincinnati Financial securities by directors and officers.

No tax gross-up payments to executives.

Annual advisory approval of executive compensation program.

Compensation clawback provisions included in shareholder approved compensation plans.

Double-trigger required for vesting of plan-based compensation in the event of a change in control.

Director Nominees

The following table provides summary information about each director nominee. Complete information about each director’s background and experience begins on Page 12. Each director stands for election annually.

Name

Age

Primary Occupation

Independent

Committee Memberships

Other Public Company Boards

Age

Primary Occupation

Independent

Committee Memberships

Other Public Company Boards

Thomas J. Aaron

Executive Vice President and Chief Financial Officer (Retired), Community Health Systems Inc.

William F. Bahl*

Chairman, Bahl & Gaynor Investment Counsel Inc.

A, E, I, N (Chair)

Chairman, Bahl & Gaynor Investment Counsel Inc.

A, E, I, N (Chair)

Gregory T. Bier

Managing Partner (Retired), Deloitte LLP

A, I

Linda W.

Clement-Holmes

Chief Information Officer (Retired),

The Procter & Gamble Company

A, C, N

Chief Information Officer (Retired),

The Procter & Gamble Company

A, C, N

Dirk J. Debbink

Chairman and Chief Executive Officer, MSI General Corporation

A, N

Chairman and Chief Executive Officer, MSI General Corporation

A, N

Steven J. Johnston

President and Chief Executive Officer, Cincinnati Financial Corporation

E (Chair), I

President and Chief Executive Officer, Cincinnati Financial Corporation

E (Chair), I

Kenneth C. Lichtendahl

Director of Development and Sales, Heliosphere Designs LLC

A, C

Director of Development and Sales, Heliosphere Designs LLC

A, C

W. Rodney McMullen

Chairman and Chief Executive Officer, The Kroger Co.

C (Chair), E, I

Jill P. Meyer

President and Chief Executive Officer, Cincinnati USA Regional Chamber

David P. Osborn

President, Osborn Williams & Donohoe LLC

A, C, I

President, Osborn Williams & Donohoe LLC

A, C, I

Gretchen W. Price

Executive Vice President, Chief Financial and Administrative Officer (Retired), Arbonne International LLC

A (Chair), C, N

Executive Vice President, Chief Financial and Administrative Officer (Retired), Arbonne International LLC

A (Chair), C, N

Thomas R. Schiff

Chairman and Chief Executive Officer, John J. & Thomas R. Schiff & Co. Inc.

Douglas S. Skidmore

Chief Executive Officer, Skidmore Sales & Distributing Company Inc.

A, N

Chief Executive Officer, Skidmore Sales & Distributing Company Inc.

A, N

Kenneth W. Stecher

Chairman of the Board, Cincinnati Financial Corporation

E, I (Chair)

John F. Steele, Jr.

Chairman and Chief Executive Officer, Hilltop Basic Resources Inc.

A, E

Chairman and Chief Executive Officer, Hilltop Basic Resources Inc.

A, E

Larry R. Webb

President, Webb Insurance Agency Inc.

E, I

President, Webb Insurance Agency Inc.

E, I

Delinquent Section ~~16(A) Beneficial Ownership Reporting Compliance~~16(a) Reports

Directors, executive officers and ~~10 percent~~10% shareholders are required to report their beneficial ownership of our stock according to Section 16 of the Exchange Act. Those individuals are required by SEC regulations to furnish the company with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent calendar year. Based on our review of forms we received or written representations from reporting persons stating that they were not required to file these forms, we believe that all Section 16(a) filing requirements were satisfied on a timely basis during calendar year ~~2018.~~2019, except for the following:

Teresa C. Cracas acquired indirect beneficial ownership of 10,000 shares upon her appointment as a co-trustee of her deceased mother's trust on July 1, 2019. A Form 5 was filed on February 12, 2020, reporting this event.

Information About the Board of Directors

The mission of the board is to encourage, facilitate and foster the long-term success of Cincinnati Financial Corporation. The board oversees management in the performance of the company’s obligations to our independent agents, policyholders, associates, communities and suppliers in a manner consistent with the company’s mission and with the board’s responsibility to shareholders to ~~achieve the highest~~deliver superior sustainable shareholder value over the long term.

Proposal 1 - Election of Directors

Directors are elected annually. The board of directors currently consists of 1416 directors, 1012 of whom are determined to be independent by the board, according to the definition of independence specified in the Nasdaq listing requirements. As previously announced, three of our current directors will not be standing for election and the size of the board is being reduced to 13 directors.

On November ~~16, 2018,~~15, 2019, the board, upon the recommendation of its nominating committee, unanimously nominated the 1413 directors listed below for re-election to the board at the ~~2019~~2020 Annual Meeting of Shareholders.

The directors elected at the Annual Meeting will hold office until the ~~2020~~2021 Annual Meeting and until their successors are duly elected and qualified. Unless otherwise instructed, the persons named in the proxy card (the proxy holders) attached to this proxy statement, as filed with the SEC, intend to vote the proxies held by them for the election of the 1413 nominees named below. The board of directors knows of no reason why these nominees should be unable or unwilling to serve, but if that should be the case, proxies received will be voted for the election of such other persons, if any, as the board of directors may designate.

Vote Required

Director nominees receiving more votes cast for their election than against will be elected directors of the company. Abstentions and broker nonvotes have no effect on the voting for this proposal.

The board of directors recommends a vote FOR Thomas J. Aaron, William F. Bahl, ~~Gregory T. Bier,~~ Linda W. Clement-Holmes, Dirk J. Debbink, Steven J. Johnston, Kenneth C. Lichtendahl, ~~W. Rodney McMullen,~~Jill P. Meyer, David P. Osborn, Gretchen W. Price, Thomas R. Schiff, Douglas S. Skidmore, ~~Kenneth W. Stecher,~~ John F. Steele, Jr. and Larry R. Webb as directors to hold office until the ~~2020~~2021 Annual Meeting of Shareholders and until their successors are elected and seated.

Nominees for Directors for Terms of ~~Your Company~~Office Continuing until 2021

Each of our directors brings to our board extensive management and leadership experience gained through their service as executives and, in several cases, chief executive officers of diverse businesses. In these executive roles, they have taken hands-on, day-to-day responsibility for strategy and operations, including management of capital, risk and business cycles. In addition, most current directors bring public company board experience – either significant experience on other boards or long service on our board – that broadens their knowledge of board policies and processes, rules and regulations, and issues and solutions. Further, each director has civic and community involvement that mirrors our company’s values emphasizing personal service, relationships and local decision making. The nominating committee’s process to recommend qualified director candidates is described on Page 2726 under Director Nomination Considerations and Process.

Aaron

Bahl

Clement-Holmes

Debbink

Johnston

Lichtendahl

Meyer

Osborn

Price

Schiff

Skidmore

Steele

Webb

Business Management

Leadership

Financial Expertise

Insurance

Investment Management

Legal

Accounting and Auditing

Technology and Information Security

Innovation

Civic and Community Involvement

Independence

Diversity

The biographies of our ~~current directors,~~director nominees, including their names, ages, the year first elected as a director, their present positions, principal occupations and public company directorships held in the past five or more years begin on Page 13. For each director, we also describe specific individual qualifications and skills that contribute to the overall effectiveness of our board and its committees.

Biographical Information About Our ~~Directors~~Director Nominees

(Data as of ~~February 28, 2019)~~March 4, 2020)

Thomas J. Aaron

CPA

Age: 58

Director since 2019

Committees: Audit

U.S. Property Casualty Insurance Subsidiary Director

Mr. Aaron was executive vice president and chief financial officer from 2017 to 2019 of Community Health Systems Inc., one of the largest publicly traded hospital companies in the nation and a leading operator of acute care hospitals. He retired on December 31, 2019. Prior to joining CHS in 2016, Mr. Aaron worked at Deloitte, providing consulting services in auditing and merger and acquisition strategy and serving as the firm’s Tennessee managing partner for 10 years. He began his 32-year career with Deloitte working with property casualty and reinsurance clients before transitioning his audit focus to large, national healthcare organizations.

Mr. Aaron’s financial expertise and experience as an engaged executive and board member equips him to understand and guide management decisions and actions related to planning, risk management, investor relations and capital management.

Selected Directorships and Memberships

University of Kentucky, Masters of Accounting Advisory Board (2015-present)

American Institute of Certified Public Accountants, Healthcare Financial Management Association and other nonprofit boards benefiting performing arts and human service programs

William F. Bahl

CFA, CIC

Age: 6768

Director since 1995

Independent Lead Director

Committees: Nominating (chair), Audit,

Executive, Investment

U.S. Insurance Subsidiary Director

Mr. Bahl is chairman of the board of Cincinnati-based Bahl & Gaynor Investment Counsel Inc. Prior to co-founding Bahl & Gaynor in 1990, he was senior vice president and chief investment officer at Northern Trust Company in Chicago, having previously worked for Fifth Third Bank and Mellon Bank.

Mr. Bahl’s independent registered investment advisory firm performs financial analysis of publicly held securities, advising and managing portfolios for high net worth individuals and institutional clients. His expertise helps support the board’s oversight of our investment operations, which continue to be our main source of profits. His familiarity with public company governance structures and policies beyond our own contributes to full discussion and evaluation of our options.

Former Public Company Directorships

LCA-Vision Inc. (2005-2014)

Selected Directorships and Memberships

Nonprofit boards benefiting parks, schools, a hospital association and youth organizations

~~Gregory T. Bier~~

~~CPA (Ret.)~~

~~Age: 72~~

~~Director since 2006~~

~~Committees: Audit, Compensation, Investment~~

~~Insurance Subsidiary Director~~

Mr. Bier was the managing partner of the Cincinnati office of Deloitte LLP, an independent registered public accounting firm, from 1998 to 2002. He retired in 2002 after 23 years as a partner of the firm and 35 years of service, beginning in 1967 when he joined Haskins & Sells, which later became part of Deloitte.

Mr. Bier brings to our board relevant experience with accounting and financial reporting, SEC filings, complex corporate transactions and mergers and acquisitions for public companies, including Fifth Third Bancorp, The Procter & Gamble Company, The Midland Company, Cincinnati Financial Corporation and The E.W. Scripps Company.

~~Former Public Company Directorships~~

~~LifePoint Health Inc. (2008-2016)~~

~~Selected Directorships and Memberships~~

~~Nonprofit boards benefiting several high schools, colleges, social services and civic organizations~~

Linda W. Clement-Holmes

Age: 5657

Director since 2010

Committees: Audit, Compensation, Nominating

Ms. Clement-Holmes was chief information officer of publicly traded The Procter & Gamble Company from 2015 to 2017. She retired from Procter & Gamble on January 31, 2018, following a 35-year career. As Procter & Gamble’s chief information officer, Ms. Clement-Holmes led the entire global information technology organization (2,500 IT professionals), set strategic direction and drove technology innovation. From 2010 to 2014, she was senior vice president of Global Business Services and also served as chief diversity officer from 2010 to 2012.

Ms. Clement-Holmes built her expertise in leveraging emerging business technologies to support speed and innovation during her career at Procter & Gamble. Her aptitude and accomplishments in these areas help our board to effectively evaluate our business processes and technology initiatives, supporting alignment of those initiatives with our strategic goals.

Selected Directorships and Memberships

Member, IT Senior Management Forum

(2000-present)

Board Member, CincyTech (2016-present)

Member, Chief Information Officer Strategy Exchange (2015-2017)

Board Member, Cintrifuse (2016-2017)

Nonprofit boards benefiting women, families and child care, educational and civic organizations, professional IT organizations and the American Heart Association

Dirk J. Debbink

Age: 6364

Director since 2012

Committees: Audit, Nominating

Mr. Debbink is chairman since 2007 and chief executive officer since 2012 of MSI General Corporation, a privately owned design/build construction firm. He joined MSI General in 1983, holding various positions of increasing leadership responsibility and serving as the company’s president from 1991 to 2007.

Mr. Debbink has served as a leader of organizations ranging from small firms typical of the company’s commercial policyholders to extremely large organizations, including Reserve Deputy Commander of U.S. Pacific Fleet (170,000 sailors) and Commander, Navy Reserve Force (64,000 sailors). While on active duty with the U.S. Navy, he served as a senior member of the staff of the Chief of Naval Operations in the Pentagon. He has extensive experience in strategic planning and execution, sales, marketing, information technology for a worldwide dispersed workforce, human resources, including pension and profit-sharing plans, and government relationships at the federal level.

Selected Directorships and Memberships

Board Member, ~~U.S. Naval Institute~~

~~(2012-present)~~

~~Board Member,~~ Fisher House Wisconsin

(2014-present)

Board Member, Froedtert Health System

(2014-present)

Board Member, U.S. Naval Institute

(2012-2019)

Steven J. Johnston

FCAS, MAAA, CFA, CERA

Age: 5960

Director since 2011

Chief Executive Officer and President

Committees: Executive (chair), Investment

U.S. Insurance Subsidiary Director

Mr. Johnston has been chief executive officer of the company and its U.S. subsidiaries, and president of the company and its lead subsidiary, The Cincinnati Insurance Company, since 2011. From 2008 to 2011, he was chief financial officer, senior vice president and secretary for both the company and The Cincinnati Insurance Company, and treasurer of the company.

As chief executive officer of Cincinnati Financial Corporation, Mr. Johnston provides the board with information gained from hands-on management of our operations, identifying our near‑term and long-term challenges, opportunities and strategies. His management and actuarial expertise and his experience driving technology and efficiency improvements combine with his strong communication skills to aid in his role as liaison between the board and the company management team.

Selected Directorships and Memberships

Member, American Academy of Actuaries

(1987-present)

Fellow, Casualty Actuarial Society (1990-present)

Chartered Financial Analyst (1997-present)

Chartered Enterprise Risk Analyst

(2013-present)

Kenneth C. Lichtendahl

Age: 7071

Director since 1988

Committees: Audit, Compensation

Mr. Lichtendahl is the director of development and sales for Heliosphere Designs LLC, a private company marketing solar timepieces. From 2011 to 2012, he served as a senior adviser for Nestle Waters of North America, following Nestle’s acquisition of Sweet Leaf Tea, which had acquired Tradewinds Beverage Company in 2010. From 1996 to 2010, Mr. Lichtendahl was president and a director of Tradewinds, a privately owned, Cincinnati-based company formed following the sale of Hudepohl-Schoenling.

Mr. Lichtendahl’s years of service on our board and audit committee supports institutional continuity with company and industry knowledge accumulated through all phases of industry and economic cycles and through our expansion over that period. He brings valuable insights gained in developing customer relationships, ethical practices, high-quality staff and product differentiation that helped turn his company, Hudepohl-Schoenling Brewing Co., into the 10^thlargest brewer in the United States before its sale in 1996.

Selected Directorships and Memberships

Nonprofit boards benefiting youth, civic and conservation organizations

~~W. Rodney McMullen~~Jill P. Meyer, Esq.

Age: 5848

Director since ~~2001~~2019

Committees: ~~Compensation (chair), Executive, Investment~~Audit

U.S. Property Casualty Insurance Subsidiary Director

~~Mr. McMullen has been chairman of the board of The Kroger Co. since January 2015~~Ms. Meyer is president and chief executive officer since ~~2014. Kroger~~2015 of the Cincinnati USA Regional Chamber, one of the largest metro chambers in the nation. She is ~~a publicly traded, Cincinnati-based company~~responsible for the overall execution of the Chamber’s strategic plan, annual goals, financial performance, team development and individual goals as set by the ~~world’s third-largest retailer. He served~~Chamber’s Executive Committee. Prior to joining the Chamber, Ms. Meyer was an attorney with Frost Brown Todd LLC, serving as ~~Kroger’s president and chief operating officer~~member-in-charge for the Cincinnati office from 2009 ~~through 2013.~~to 2015 and responsible for business development, client relations and civic and charitable initiatives. Her legal practice was focused on a wide spectrum of business matters, including counseling and litigating advertising and media law issues.

~~Mr. McMullen has worked with Kroger’s board~~Ms. Meyer’s business acumen, legal experience and community perspective adds to the board’s ability to foster the company’s focus on ~~business strategy initiatives~~long-term strategies that can benefit shareholders and transactions, including business model transformation, mergers and acquisitions, divestitures and management transitions. His daily experience leading a large public company equips him to understand and guide management decisions and actions related to planning, risk management, investor relations, marketing and capital management.

~~Other Public Company Directorships~~

~~Chairman of the Board, The Kroger Co.~~

~~(2015-present)~~

~~Board Member, VF Corporation (2016-present)~~other key constituents.

Selected Directorships and Memberships

Board Member, 3CDC (2016-present)

Board Member, REDI Cincinnati ~~Center City Development Corporation~~ (2014-present)

Board Member, ~~Cincinnati Business Committee~~CincyTech (2015-present)

Board Member, ~~Global Standards 1 (2007-2014)~~Art of the Piano (2015-present)

~~Board Member, 1WorldSync (2012-2014)~~

David P. Osborn

CFA

Age: 5859

Director since 2013

Committees: Audit, Compensation, Investment

U.S. Insurance Subsidiary Director

Since 2012, Mr. Osborn has been president of Cincinnati-based Osborn Williams & Donohoe LLC. He joined its predecessor firm in 1993, becoming a partner in 2010.

Mr. Osborn draws on more than 30 years of experience as an investment professional to lead his independent investment advisory firm’s dividend growth strategy team. This dividend growth strategy mirrors our own investment strategy, supporting investment committee decisions. His experiences building relationships and setting long-term, strategic business plans enhance board discussions of our company's long-term outlook and strategic planning activities.

Selected Directorships and Memberships

Board Member, Cincinnati Children’s Hospital (2016-present)

Trustee, Greater Cincinnati Foundation

(2017-present)

Nonprofit boards benefiting arts, education, youth services and the care of adults with neurological disorders

Gretchen W. Price

Age: 6465

Director since 2002

Committees: Audit (chair), Compensation, Nominating

Ms. Price retired June 14, 2018, from Arbonne International LLC, a beauty and nutritional product company headquartered in Irvine, California. As executive vice president and chief financial and administrative officer of the firm since 2011, she led the firm’s financial, accounting, strategy and business planning, operations, information technology, human resources and international functions. She was executive vice president and chief financial officer from 2008 to 2011 of Philosophy Inc., an international, prestige beauty brand based in Phoenix, Arizona.

Ms. Price’s executive positions have developed her expertise in areas of focus for our board, including accounting, auditing and financial reporting, investor relations, capital management, human resources, information technology, strategic planning and business planning. Board discussions and decisions benefit from her knowledge of customer relationship management and distribution chains.

Other Public Company Directorships

Board Member, Carter's Inc. (2019-present)

Board Member, Beam Inc. (2012-2015)

Selected Directorships and Memberships

Nonprofit boards benefiting fine arts, music, human service programs and student scholarships

Thomas R. Schiff

Age: 7172

Director since 1975

Committees: Investment

U.S. Insurance Subsidiary Director

Mr. Schiff has been chairman and chief executive officer since 1996 and a director and an agent with John J. & Thomas R. Schiff & Co. Inc., a privately owned, Cincinnati-based independent insurance agency. He was the agency’s president from 1983 to 1996. He also is chief executive officer and chairman of Lightborne Properties and Lightborne Communications, privately owned media companies based in the Cincinnati area.

Mr. Schiff’s experience on our board helps provide ongoing insight into how we are serving our primary customer, the independent insurance agent. He contributes to board assessments of the impacts of our decisions on agency operations, including sales, claims, professional advising and financial management. Additionally, he brings the perspective of a large shareholder to our board discussions and decisions.

Selected Directorships and Memberships

Nonprofit boards benefiting fine and performing arts, arts education, a hospital, children’s dental services and general philanthropy

Douglas S. Skidmore

Age: 5657

Director since 2004

Committees: Audit, Nominating

Mr. Skidmore has been chief executive officer since 2003 and director since 1994 of Skidmore Sales & Distributing Company Inc., a privately owned, Cincinnati-based, full-service independent distributor and broker of quality industrial food ingredients. He was president from 1994 to 2013 and marketing manager from 1990 to 1994.

Mr. Skidmore has been responsible in his executive roles for strategic direction, marketing, human resources and overall growth and performance of his second-generation family business, which shares many characteristics with our typical commercial policyholders. In addition to providing a policyholder view of our products and services, he has management experience that equips him to contribute to the board’s oversight of business processes and technology initiatives.

Selected Directorships and Memberships

Member, Institute of Food Technologists

(1990-present)

Board Member, Athletes in Action (2013-present)

Board Member, Cincinnati Opera (2018-present)

Trustee, Food Ingredient Distributors Association (2005-2015)

~~Kenneth W. Stecher~~

~~Age: 72~~

~~Director since 2008~~

~~Chairman of the Board~~

~~Committees: Investment (chair), Executive~~

~~Insurance Subsidiary Chairman~~

From 2008 to 2011, Mr. Stecher was president and chief executive officer of the company and its lead subsidiary, The Cincinnati Insurance Company. For both companies, he was chief financial officer from 2001 to 2008 and executive vice president from 2006 to 2008. He also was chairman of the lead subsidiary from 2006 to 2008. He served as senior vice president for both companies until 2006, beginning in 1999 for the company and in 1997 for its lead subsidiary.

Mr. Stecher facilitates and guides the business of the board, supporting its effectiveness with his deep knowledge of the company as well as industry challenges and opportunities. Over his long tenure in management, he was responsible for operations and capital management. He served as our face to the analyst and investor communities and as our corporate secretary conversant in governance issues and trends.

~~Selected Directorships and Memberships~~

~~Trustee, American Institute for Chartered Property Casualty Underwriters (2009-present)~~

~~Nonprofit boards benefiting Cincinnati-area high schools, college institutions, the United Way of Greater Cincinnati and Prevent Blindness Ohio~~

John F. Steele, Jr.

Age: 6566

Director since 2005

Committees: Audit, Executive

U.S. Property Casualty Insurance Subsidiary Director

Mr. Steele is chairman since 2004, chief executive officer since 1994 and a director since 1985 of Hilltop Basic Resources Inc., a privately owned, Cincinnati-based aggregates and ready-mix concrete supplier to the construction industry.

Mr. Steele has provided his firm with corporate oversight and strategic direction of all aspects of business ownership, operations and customer relationships. He brings to our board a policyholder perspective, including intimate knowledge of family-run corporations and the construction industry, which is the source of approximately ~~40 percent~~40% of our commercial general liability insurance premiums.

Selected Directorships and Memberships

Board Member, National Stone, Sand & Gravel Association (2001-2010; 2013-present)

Board Member, Lykins Companies Inc.

(2012-present)

Board Member, ~~Smook Bros. Inc. (2006-2010)~~

~~Board Member,~~ Down-Lite International (2015-2016)

Larry R. Webb

CPCU

Age: 6364

Director since 1979

Committees: Executive, Investment

U.S. Insurance Subsidiary Director

Mr. Webb has been president since 1994 and director since 1980 of Webb Insurance Agency Inc., a privately owned, independent insurance agency based in Lima, Ohio. Prior to becoming president, he was treasurer of the agency from 1981 to 1994. He has been a licensed insurance agent since 1977.

Mr. Webb brings to our board his insights as a principal owner of an independent insurance agency, with duties in financial management and accounting oversight, information technology, human resources, sales and marketing, risk management and relationship development with insurance companies and clients. His long tenure on our board and as a large shareholder, as well as his agency’s representation of our products and services since 1951, brings the board deep institutional knowledge, promoting continuity of the agent-centered mission and values essential to our business model. ~~His agency does not advise the company on our insurance needs or sell insurance products or services to the company.~~

Selected Directorships and Memberships

Board Member, SWD Corporation (2010-present)

Nonprofit boards benefiting cancer research, an airport authority, hospital and cultural organizations

Committees of the Board and Meetings

There are five standing committees of the board: audit, compensation, executive, investment and nominating. Each committee operates pursuant to a written charter adopted by the board, copies of which are posted on cinfin.com/investors. Each year the board considers changes to the charters recommended by each committee, if any, and reapproves them.

The following table summarizes the current membership of the board and each of its committees, as well as the number of times the board and each committee met during ~~2018:~~2019:

Board

Audit

Compensation

Executive

Investment

Nominating

Board

Audit

Compensation

Executive

Investment

Nominating

Mr. Aaron

Mr. Bahl

Chair

Mr. Bier

Ms. Clement-Holmes

Mr. Debbink

Mr. Johnston

Chair

Mr. Lichtendahl

Mr. McMullen

Chair

Ms. Meyer

Mr. Osborn

Ms. Price

Chair

Mr. T. Schiff

Mr. Skidmore

Mr. Stecher

Chair

Mr. Steele, Jr.

Mr. Webb

Number of 2018 meetings

Number of 2019 meetings

Board members are expected to attend the Annual Meeting of Shareholders, all meetings of the board and the meetings of committees of which they are a member. In ~~2018,~~2019, all directors attended the Annual Meeting of Shareholders and at least ~~93 percent~~91% of the meetings indicated above for the board and committees of which they were members.

The annual meeting of directors is held immediately following the Annual Meeting of Shareholders at the same location. The board of directors will review committee assignments at its meeting on ~~April 27, 2019.~~May 2, 2020.

Audit Committee - The audit committee oversees the process of accounting and financial reporting, audits and financial statements of the company. The report of the audit committee begins on Page 68.

All of the members of the audit committee are believed to meet the Nasdaq criteria for independence and audit committee membership and the independence criteria of Section 10A-3 of the Exchange Act. Further, Mr. Aaron, Mr. Bahl, Mr. Bier, Mr. Osborn and Ms. Price qualify as financial experts according to the SEC definition and meet the standards established by Nasdaq for financial expertise.

Compensation Committee - The compensation committee discharges the responsibility of the board of directors relating to compensation of the company’s directors, its executive officers and its internal audit officer. The committee also administers the company’s stock compensation and annual incentive compensation plans. The report of the compensation committee begins on Page ~~32.~~30.

All of the members of the compensation committee are believed to meet the Nasdaq criteria for independence and qualify as ~~“nonemployee~~“non-employee directors” for purposes of Rule 16b-3 of the Exchange Act. They also are believed to meet the definition of “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986 (Section 162(m)) as respects performance-based compensation granted prior to November 2, 2017.

Executive Committee - The executive committee exercises the powers of the board of directors in the management of the business and affairs of the company between meetings of the board of directors. Independence requirements do not apply to the executive committee.

Investment Committee - The investment committee provides oversight of the policies and procedures of the investment department of the company and its subsidiaries and reviews the invested assets of the company. The objective of the committee is to oversee the management of the portfolio to ensure the long-term security of the company. Independence requirements do not apply to the investment committee.

Nominating Committee - The nominating committee identifies, recruits and recommends qualified candidates for election as directors and officers of the company and as directors of its subsidiaries. The committee also nominates directors for committee membership. Further, the committee oversees the corporate governance and compliance policies of the company. Information about the director nomination process begins on Page ~~27.~~26.

All of the members of the nominating committee are believed to meet the Nasdaq criteria for independence.

Compensation of ~~Nonemployee~~Non-Employee Directors

In ~~2018, nonemployee~~2019, non-employee directors were compensated for their board service as follows:



Annual Cash Retainer	$40,000
Annual Stock Retainer	$40,000
Chairman Annual Cash Retainer	$50,000
Lead Director Annual Cash Retainer	$25,000
Independent Committee Chair Cash Retainer	$10,000
Meeting Fees - Cash	$4,500 per board meeting $1,500 per committee meeting (except investment committee) $6,000 per investment committee meeting $7,500 maximum per day $60,000 minimum per calendar year
Meeting Fees - Stock	Matches cash meeting fees up to maximum of $60,000 per year

The ~~Committee~~compensation committee grants the stock awards for each director’s prior year’s board service at its first scheduled meeting each calendar year. See Stock-Based Award Grant Practices, Page ~~48.~~47. Amounts shown in the Stock Awards column of the ~~2018~~2019 Director Compensation table reflect grants awarded under the ~~2009~~2018 Stock Plan at the ~~Committee’s~~committee’s meeting on January ~~31, 2019,~~30, 2020, for board service in ~~2018.~~2019.

The company also provides outside directors with life insurance, personal umbrella liability insurance and spouse travel and meals for certain business events. See Perquisites and Other Personal Benefits, Page ~~49,~~48, for details about these benefits. Amounts contained in the All Other Compensation column of the ~~2018~~2019 Director Compensation table reflect the aggregate cost of these individual benefits.

The company does not provide outside directors with retirement benefits, benefits under health and welfare plans or compensation in any form not described above, nor does it have any agreement with any director to make charitable donations in the director’s name.

~~2018~~2019 Director Compensation (1)


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)	All Other Compensation ($) (3)	Total ($)	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)	All Other Compensation ($) (3)	Total ($)

Thomas J. Aaron					16,704	16,792	46	33,542
William F. Bahl	168,000	100,052	10,803	278,855	163,500	100,013	2,791	266,304
Gregory T. Bier	118,000	100,052	10,020	228,072	104,500	100,013	6,251	210,763
Linda Clement-Holmes	88,000	88,049	2,196	178,245
Linda W. Clement-Holmes					100,000	100,013	2,196	202,209
Dirk J. Debbink	82,000	82,008	10,123	174,131	100,000	100,013	5,822	205,835
Kenneth C. Lichtendahl	79,000	79,027	9,839	167,866	100,000	100,013	5,985	205,998
W. Rodney McMullen	129,500	100,052	1,692	231,244	122,000	100,013	1,692	223,705
Jill P. Meyer					48,355	48,369	461	97,185
David P. Osborn	113,500	100,052	8,799	222,351	110,500	100,013	6,306	216,819
Gretchen W. Price	98,000	88,049	1,239	187,288	110,000	100,013	1,239	211,252
Thomas R. Schiff	107,500	100,052	1,568	209,120	100,000	100,013	6,130	206,143
Douglas S. Skidmore	82,000	82,008	12,094	176,102	100,000	100,013	6,475	206,488
Kenneth W. Stecher	169,500	100,052	1,421	270,973	162,000	100,013	1,421	263,434
John F. Steele, Jr.	97,000	97,072	2,064	196,136	100,000	100,013	2,064	202,077
Larry R. Webb	116,500	100,052	9,764	226,316	110,500	100,013	9,764	220,277


(1)	Mr. Johnston is a director and the chief executive officer and president of the company. Compensation for Mr. Johnston is shown in the Summary Compensation Table and supporting disclosure beginning on Page ~~56.~~55. Mr. Johnston receives no additional compensation for his service as a director.

(2)

Stock awards for ~~nonemployee~~non-employee directors under the Cincinnati Financial Corporation Non-Employee Directors Stock Plan of ~~2009~~2018 were valued at fair market value determined by the average of the high and low sales price on Nasdaq on January ~~31, 2019,~~30, 2020, the date of grant, times the number of shares awarded. The per share fair market value on January ~~31, 2019,~~30, 2020, was ~~$80.56.~~$105.61. The number of shares granted to directors reported in this column were: ~~1,242~~159 to Mr. Aaron; 947 to Mr. Bahl; ~~1,242~~947 to Mr. Bier; ~~1,093~~947 to Ms. Clement-Holmes; ~~1,018~~947 to Mr. Debbink; ~~981~~947 to Mr. Lichtendahl; ~~1,242~~947 to Mr. McMullen; ~~1,242~~458 to Ms. Meyer; 947 to Mr. Osborn; ~~1,093~~947 to Ms. Price; ~~1,242~~947 to Mr. T. Schiff; ~~1,018~~947 to Mr. Skidmore; ~~1,242 shares~~947 to Mr. Stecher; ~~1,205~~947 to Mr. Steele; and ~~1,242~~947 to Mr. Webb.

(3)

~~For Mr. Bahl, includes~~Amounts shown in this column include premiums ~~in the amount of $275~~ paid for life insurance for the benefit of the director and perquisites in an aggregate amount less than $10,000 for one or more of the ~~amount of $10,528, which includes $8,012 for the incremental additional cost of spouse travel~~types described in Perquisites and ~~meals for business events to which spouses are invited and premiums in the amount of $2,516 for a personal umbrella liability policy.~~Other Personal Benefits, Page 48.

For Mr. Skidmore, includes premiums in the amount of $275 paid for life insurance for the benefit of the director and perquisites in the amount of $11,819, which includes $10,323 for the incremental additional cost of spouse travel and meals for business events to which spouses are invited and premiums in the amount of $1,496 for a personal umbrella liability policy.

For all of the other directors, amounts shown in this column include premiums in the amount of $275 paid for life insurance for the benefit of the director and perquisites in an aggregate amount less than $10,000 for one or more of the types described in Perquisites and Other Personal Benefits, Page 49.

Governance of Your Company

~~2018 Governance Highlights~~

~~In 2018, the company continued to follow its strong governance policies and practices to benefit shareholders. Highlights included:~~

Proxy Access - The board is committed to strong governance. It keeps abreast of developing governance practices and adopts those that it believes are appropriate for our company and its shareholders. In 2018, shareholders approved an amendment to the company's Code of Regulations to allow proxy access for director nominations.

Majority Voting - A majority voting standard applies to uncontested elections of directors. The board believes that this voting standard gives shareholders a more meaningful voice in electing our directors and reinforces our commitment to accountability and strong corporate governance practices.

Governance Policies and Practices

Our primary governance policies and practices are set forth in our Corporate Governance Guidelines, Code of Ethics for Senior Financial Officers and Code of Conduct applicable to all associates of the company. The nominating committee reviews these documents annually and, when appropriate, recommends changes for the board’s consideration and approval. These guidelines and codes are available on cinfin.com/investors.

Certain of the board’s governance policies and practices are summarized below:

Code of Conduct - Our Code of Conduct applies to the company and its U.S. subsidiaries and all of their associates, including officers and directors. It establishes ethical standards for a variety of topics, including complying with laws and regulations, observing blackout periods for trading in the company’s securities, accepting and giving gifts, handling conflicts of interest, handling the company’s confidential information and personal data of consumers, and reporting illegal or unethical behavior.

Governance Hotline - Our audit committee oversees a governance hotline for the reporting of concerns about the company’s auditing, accounting and financial reporting activities. Callers can remain anonymous or identify themselves. The hotline is maintained by a third-party vendor. Reports of all calls are reported to the audit committee.

Board Leadership and Executive Sessions - The chairman of the board presides at all meetings of the board of directors. The chairman is appointed on an annual basis by at least a majority vote of the other directors. Currently, the offices of chairman of the board and chief executive officer are separated. The company has no fixed policy with respect to the separation of the offices of the chairman of the board and chief executive officer. The board believes that the separation of the offices of the chairman of the board and chief executive officer is part of the succession planning process and that it is in the best interests of the company to make this determination from time to time. Indeed, throughout the company's history, the board has chosen at times to combine or separate these roles based on the facts and circumstances then existing.

When the chairman of the board is not an independent director, the board appoints the chairman of the nominating committee as the board’s lead independent director. The company’s Corporate Governance Guidelines describe the authority and duties of the lead director. These include chairing the executive sessions of board meetings without management present, facilitating the communication between the independent directors and management on matters of interest and participating in the preparation of meeting agendas and materials sent to directors. The independent directors meet in executive session, without management present, at every regularly scheduled meeting of the board of directors.

The current chairman is retiring from the board and not standing for re-election at the 2020 Annual Meeting of Shareholders. At its meeting immediately following, the board will elect a new board chair and determine whether the best interest of the company is served by combining or separating the roles of board chair and chief executive officer.

Stock Ownership Guidelines - Our directors and officers are subject to stock ownership guidelines that set targets for levels of ownership at a multiple of the officer’s salary or director’s meeting fees. As of December 31, ~~2018,~~2019, all of our directors and executive officers were in compliance with the guidelines. Director and Officer Ownership Guidelines are available on cinfin.com/investors.

Board's Role in Risk ~~Management~~Oversight - The board believes that oversight of our risk management efforts is the responsibility of the entire board. It views enterprise risk management as an integral part of our strategic planning process. ~~The subject of risk management is a recurring agenda item for which~~Each quarter the board receives a comprehensive report ~~at each regularly scheduled board meeting~~ from the chief risk officer ~~including in-person reports twice each year.~~on the status of risk metrics relative to identified and board-approved tolerances and limits, risk assessments and risk plans. The chief risk officer has direct access to all members of the board of ~~directors.~~directors and meets with them in person twice each year.

Additionally, the ~~charters of certain of the board’s committees assign~~board delegates oversight responsibility for particular areas of ~~risk.~~risk to its committees. For example, our audit committee oversees management of risks related to accounting, auditing and financial reporting, maintaining effective internal controls for financial reporting and cybersecurity. Our nominating committee oversees risk associated with our corporate governance and legal, regulatory and other nonfinancial compliance activities. Our compensation committee oversees the ~~risk~~risks related to our executive compensation plans and arrangements. Our investment committee oversees the risks related to managing our investment portfolio. All of these risks are discussed with the entire board in the ordinary course of the chairperson’s report of committee activities at regular board meetings.

Board Evaluations - The board annually conducts a self-evaluation. Led by the lead independent director, feedback from individual directors is reviewed and discussed first by the nominating committee and then with the entire board. These discussions include specific governance topics such as director tenure, board refreshment and composition as well as the diversity of experience, skills, competencies and other qualities of current directors and future director candidates. The board intends for this annual process to help inform its decisions about how to best structure and govern itself in the short- and long-term, enabling it to provide effective oversight of the company for the benefit of shareholders.

Director Independence - Each year, based on all relevant facts and circumstances, the board determines which directors satisfy the criteria for independence. To be found independent, a director must not have a material relationship with the company, either directly or indirectly as a partner (other than a limited partner), controlling shareholder or executive officer of another organization that has a relationship with the company that could affect the director’s ability to exercise independent judgment.

Directors deemed independent are believed to satisfy the definitions of independence required by the rules and regulations of the SEC and the listing standards of Nasdaq. The board has determined that these directors and nominees meet the applicable criteria for independence as of February 1, ~~2019:~~2020: Thomas J. Aaron, William F. Bahl, Gregory T. Bier, Linda W. Clement-Holmes, Dirk J. Debbink, Kenneth C. Lichtendahl, W. Rodney McMullen, Jill P. Meyer, David P. Osborn, Gretchen W. Price, Douglas S. Skidmore and John F. Steele, Jr. A majority, 1012 of our current 1416 directors, meet the applicable criteria for independence under Nasdaq listing standards.

Board Structure and Tenure - The board ~~balances~~seeks to balance its independence, size and tenure. ~~Over time and without unnecessary disruption, its goal is to achieve a~~Generally, the board ~~with~~expects that at least ~~75 percent~~75% of its directors ~~qualifying~~will qualify as independent. The insurance business is complex, requiring new directors to develop a deep understanding of both our insurance operations and investment activities. Once this knowledge is acquired, the board expects that these directors will continue their board service for a significant period. As a consequence, the board expects the average tenure of its independent directors to be ~~higher~~elevated. Following the 2020 Annual Shareholder Meeting, the board expects its then 13-member board to include 10 independent directors (76.9%), of which half will have tenure of less than ~~average.~~10 years and half will have tenure of greater than 10 years.

Director Nomination Considerations and Process - The nominating committee considers many factors when determining the eligibility of candidates for nomination as director. The committee does not have a diversity policy; however, the committee’s goal is to nominate candidates from a broad range of experiences and backgrounds who can contribute to the board’s overall effectiveness in meeting its mission. The committee is charged with identifying nominees with certain characteristics:

Demonstrated character and integrity

An ability to work with others

Sufficient time to devote to the affairs of the company

Specific skills and experiences that enhance the board's diversity and acumen

Willingness to enter into a long-term association with the company, in keeping with the company’s overall business strategy

The nominating committee also considers the needs of the board in accounting and finance, business judgment, management, industry knowledge, leadership and such other areas as the board deems appropriate. The committee further considers factors included in the Corporate Governance Guidelines that might preclude nomination or renomination, including service on other public company boards. When a director is considering service on another public company's board, that director notifies the chairman of the board and the chairman of the nominating committee. Each year, when considering a director for renomination for election to the board, the nominating committee considers a director's service on other public company boards, weighing the potential benefit to our company against any potential negative impact of such service.

In particular, the nominating committee seeks to support our unique, agent-centered business model. The committee believes that the board should include a variety of individuals and should include independent insurance agents who bring a special knowledge of policyholders and agents in the communities where we do business.

Potential board nominees generally are identified by referral. The nominating committee follows a five-part process to evaluate nominees for director. The committee first performs an initial screening that includes reviewing background information on the candidates, evaluating their qualifications against the criteria set forth in the company’s Corporate Governance Guidelines and the skills and competencies that may be identified by the committee or the board as desirable in future director candidates. As it believes is appropriate, the committee may discuss the potential candidates with the individual or individuals making the referrals. Second, for candidates who qualify for additional consideration, the committee interviews the potential nominees as to their background, business acumen, interests and potential commitment to the company and its operating philosophy. Third, the committee may seek references from sources identified by the candidates as well as sources known to the committee members. Fourth, the committee may ask other members of the board for their input. Finally, the committee develops a list of nominees who exhibit the characteristics desired of directors that satisfy the needs of the board.

The nominating committee will consider candidates recommended by shareholders. Shareholders wishing to propose a candidate for consideration may provide information about such a candidate in writing to the secretary of the company, giving the candidate’s name, biographical data and qualifications, and emphasizing the characteristics set forth in our Corporate Governance Guidelines available on cinfin.com/investors. Preferably, any such referral would contain sufficient information to enable the committee to preliminarily screen the referred candidate for the needs of the board, if any, in accounting and finance, business judgment, management, industry knowledge, leadership and the board’s independence requirements.

Since the ~~2018~~2019 Annual Meeting of Shareholders, no fees were paid to any third party to identify, evaluate or assist in identifying and evaluating potential nominees.

Communicating with the Board - Shareholders may direct a communication to board members by sending it to the attention of the corporate secretary of the company, Cincinnati Financial Corporation, P.O. Box 145496, Cincinnati, Ohio, 45250-5496. The company and board of directors have not established a formal process for determining whether all shareholder communication received by the corporate secretary will be forwarded to directors. The board welcomes shareholder communication and has instructed the corporate secretary to use reasonable criteria to determine whether correspondence should be forwarded. The board believes that correspondence has been and will continue to be forwarded appropriately. However, exceptions may occur, and the board does not intend to provide management with instructions that limit its ability to make reasonable business decisions. Examples of exceptions would be routine items such as requests for publicly available information that can be provided by company associates; vendor solicitations that appear to be mass-directed to board members of a number of companies; or correspondence that raises issues related to specific company transactions (insurance policies or claims) where there may be privacy concerns or other issues.

In some circumstances, the board anticipates that management would provide the board or board members with summary information regarding correspondence.

Certain Relationships and Transactions

The audit committee follows a written policy for review and approval of transactions involving the company and related persons, defined as directors and executive officers or their immediate family members, or shareholders owning ~~5 percent~~5% or more of our outstanding common shares. The policy covers any related-party transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules, generally transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest.

As it examines individual transactions for approval, the committee considers:

Whether the transaction creates a conflict of interest or would violate the company’s Code of Conduct

Whether the transaction would impair the independence of a director

Whether the transaction would be fair

Any other factor the committee deems appropriate

Consideration of transactions with related parties is a regular item on the audit committee’s agenda. Most of the transactions fall into the categories of standard agency contracts with directors who are principals of independent insurance agencies that sell our insurance products or with directors and executive officers who purchase our insurance products on the same terms as such products are offered to the public. Because the committee does not believe these classes of transactions create conflicts of interest or otherwise violate our Code of Conduct, the committee deems such transactions preapproved.

The following transactions in ~~2018~~2019 with related persons were determined to pose no actual conflict of interest and were approved by the committee pursuant to its policy:

Thomas R. Schiff is a director of Cincinnati Financial Corporation and the chief executive officer of John J. & Thomas R. Schiff & Co. Inc., a privately owned insurance agency that represents a number of insurance companies, including our insurance subsidiaries. Our subsidiaries paid John J. & Thomas R. Schiff & Co. Inc. fees and commissions of ~~$6,139,958.~~$6,246,209. The company purchased various insurance policies through John J. & Thomas R. Schiff & Co. Inc. for premiums totaling ~~$997,326.~~$682,295. John J. & Thomas R. Schiff & Co. Inc. paid rent to the company in the amount of $122,445 for office space located in the headquarters building and purchased property casualty insurance from our insurance subsidiaries for premiums totaling ~~$136,395.~~$149,735.

Dirk J. Debbink is a director of Cincinnati Financial Corporation, and principal owner, director and chief executive officer of MSI General Corporation and is a control person for several development limited liability companies, which on ~~a consolidated~~an aggregated basis purchased property casualty and life insurance from our insurance subsidiaries for premiums totaling ~~$169,584.~~$132,043.

Douglas S. Skidmore is a director of Cincinnati Financial Corporation and principal owner, director and chief executive officer of Skidmore Sales & Distributing Company Inc., which purchased property casualty insurance from our insurance subsidiaries for premiums totaling ~~$712,974.~~$689,187.

John F. Steele, Jr. is a director of Cincinnati Financial Corporation and chairman and chief executive officer of Hilltop Basic Resources Inc., which purchased property casualty insurance from our insurance subsidiaries for premiums totaling ~~$740,030.~~$765,389.

Larry R. Webb is a director of Cincinnati Financial Corporation and president, director and a principal owner of Webb Insurance Agency Inc., a privately owned insurance agency that represents a number of insurance companies, including our insurance subsidiaries. The company’s insurance subsidiaries paid Webb Insurance Agency Inc. commissions of ~~$1,272,203~~$1,364,065 as compensation for selling the company’s insurance products to the agency’s clients. This agency does not advise the company on our insurance needs or sell insurance products or services to the company.

~~A director~~Two independent directors and ~~two~~three executive officers, including our chief executive officer, have one or more immediate family members employed by the company in nonofficer positions. Each of these ~~three~~six associates has been employed by the company from ~~seven~~one to 2133 years. Compensation earned by each associate, consisting of salary, incentive bonus, stock-based compensation and perquisites ranges from ~~$133,948~~$120,227 to ~~$137,331,~~$168,677, and was established by the company in accordance with our employment and compensation practices applicable to associates with equivalent qualifications and responsibilities and holding similar positions.

Compensation of Named Executive Officers and Directors

Proposal 2 - Say-on-Pay: Advisory Vote on Compensation of Named Executive Officers

We conduct a say-on-pay vote each year at the annual shareholder meeting. This say-on-pay vote is required by Section 14A of the Securities Exchange Act of 1934 (Exchange Act) and the related rules of the SEC. Although the say-on-pay vote is nonbinding, the compensation committee (Committee) considers the voting results as part of its annual evaluation of our executive compensation program. The annual frequency was selected by more than ~~90 percent~~90% of our shareholders who voted on the proposal at our ~~2018~~2019 Annual Meeting of Shareholders.

~~In 2018,~~As discussed in our ~~industry experienced~~Compensation Discussion and Analysis beginning on Page 32, the objective of our compensation program is to attract, motivate, reward, develop and retain the executive talent required for our long-term success. To achieve this objective, we seek to ensure that compensation is competitive and that there is a ~~second consecutive year~~direct link between pay and performance. To do so, we are guided by the following principles:

A meaningful portion of ~~elevated levels~~each officer's compensation should be tied to awards that require achievement of ~~insured losses from hurricanes, wildfires~~the primary financial objectives by which we measure the company's performance;

Compensation should include components consisting of both short-term and ~~other catastrophic weather events. It also was a year that ended with a sharp decline in the equity markets. Your company delivered strong operating results~~long-term incentive-based pay to drive performance; and somewhat mixed financial performance that benefited shareholders with one-year and three-year total shareholder returns of 6.2 percent and 43.0 percent, respectively; a 4.4 percent decrease in book value;

Compensation should include an opportunity for, and a ~~6.0 percent increase in regular cash dividends declared. This performance generated payouts~~requirement of ~~annual incentive compensation~~equity ownership to align the interests of executives and ~~performance-based restricted stock units at threshold levels for our named executive officers.~~shareholders.

Please read the Compensation Discussion and Analysis section for more detailed information about our executive compensation program and decisions to inform your vote on the following say-on-pay proposal:

“RESOLVED, that the company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed ~~in the company’s proxy statement for the Cincinnati Financial Corporation 2019 Annual Shareholder Meeting~~ pursuant to ~~the compensation disclosure rules~~Item 402 of ~~the SEC,~~Regulation S-K, including the Compensation Discussion and Analysis, the ~~2018 Summary Compensation Table~~compensation tables and the ~~other~~ related ~~tables and~~ narrative ~~disclosure.~~discussion.”

Vote Required

The affirmative vote of a majority of the shares represented in person or by proxy at the Annual Meeting that are entitled to vote on this proposal is required for approval. Votes to abstain have the same effect as votes against the proposal. Broker nonvotes have no effect on the voting for this proposal.

The board of directors recommends a vote FOR the resolution approving the compensation of our named executive officers as disclosed in this proxy statement.

Report of the Compensation Committee

The ~~compensation committee~~Committee reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the company’s ~~2019~~2020 proxy statement.

Submitted by the ~~compensation committee:~~Committee:

~~W. Rodney McMullen (chair),~~

Linda W. Clement-Holmes, Kenneth C. Lichtendahl, W. Rodney McMullen (chair),

David P. Osborn and Gretchen W. Price

Compensation Committee Interlocks and Insider Participation

W. Rodney McMullen, ~~William F. Bahl, Gregory T. Bier,~~ Linda W. Clement-Holmes, Kenneth C. Lichtendahl, David P. Osborn and Gretchen W. Price served on the ~~compensation committee~~Committee for all or part of ~~2018.~~2019. During ~~2018,~~2019, none of the ~~compensation committee~~Committee members were officers, employees or former officers of Cincinnati Financial ~~Corporation.~~Corporation, and no member of the Committee was a party to any related person transaction involving Cincinnati Financial Corporation required to be disclosed under Item 404 of Regulation S-K. During 2019, none of our executive officers served on the board of directors or on the Committee of any other entity that has or had executive officers serving as a member of Cincinnati Financial's board of directors or Committee.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides you with a detailed description of our executive compensation philosophy and programs, the compensation decisions the ~~compensation committee (Committee)~~Committee has made under those programs and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our named executive officers for ~~2018,~~2019, who were:



Name	Title
Steven J. Johnston	President and Chief Executive Officer
Jacob F. ~~Scherer~~Scherer*	Chief Insurance Officer and Executive Vice President (Retired)
Michael J. Sewell	Chief Financial Officer and Senior Vice President
Martin F. Hollenbeck	Chief Investment Officer and Senior Vice President
Martin J. Mullen	Chief Claims Officer and Senior Vice President
Stephen M. Spray	Chief Insurance Officer and Senior Vice President

* Mr. Scherer retired effective August 31, 2019.

Executive Summary

Overview

Cincinnati Financial Corporation is one of the 25 largest property casualty insurers in the nation, based on net written premium volume from our U.S. insurance subsidiary. The U.S. property casualty insurance industry is a highly competitive marketplace with more than 2,000 stock and mutual companies operating independently or in groups. We compete with these companies, which offer standard market property casualty and/or excess and surplus lines and life insurance products as we do, seeking to increase our share of these multibillion-dollar markets. Critical to our long-term success are highly experienced, dedicated and capable executives who can manage our business day to day and who possess the vision to plan for and adjust to changes in the market. The objective of our executive compensation program is to attract, motivate, reward, develop and retain the executive talent required for our long-term success. We also must nurture the capabilities of our emerging leaders to ensure that we have an appropriate depth of executive talent. We believe that as an associate’s level of responsibility increases, so should the proportion of performance-based compensation. As a result, our executive compensation program aims to tie a meaningful level of each officer’s compensation to awards that require achievement of the primary financial objectives by which we measure the company’s performance, creating a firm link between pay and performance.

~~2018~~2019 Business and Financial Highlights

In ~~2018,~~2019, your company continued its focus on helping our ~~industry experienced a second consecutive year of elevated levels of insured losses from hurricanes, wildfires~~independent agents to grow profitably by carefully selecting and ~~other catastrophic weather events.~~pricing accounts and by expanding products, markets and services for their customers. It also was a year ~~that ended with a sharp decline~~ in which the level of catastrophe weather events returned to historically expected levels and equity ~~markets.~~markets rebounded. Your company delivered strong financial and operating results ~~and somewhat mixed financial performance~~ that benefited shareholders with one-year and three-year total shareholder returns of ~~6.2 percent~~38.9% and ~~43.0 percent,~~51.0%, respectively; a ~~4.4 percent decrease~~25.9% increase in book value; and a ~~6.0 percent~~5.7% increase in regular cash dividends declared. This performance generated payouts of annual incentive compensation and performance-based restricted stock units at ~~threshold~~maximum and target levels, respectively, for our named executive officers. Highlights of our company's performance in ~~2018~~2019 included:

~~A 45 percent~~An 83% increase in property casualty underwriting profit to ~~$186~~$341 million and a combined ratio of ~~96.4 percent~~93.8% for ~~2018,~~2019, marking our ~~seventh~~eighth consecutive year of underwriting profit. In ~~2018,~~2019, our efforts to further segment our renewal and new business opportunities with better pricing precision and risk-selection decisions continued to benefit underwriting performance.

~~An all-time~~A record-level of consolidated property casualty new business written premiums at ~~$652~~$778 million, up ~~4 percent, driven by new agency appointment contributions.~~19%.

A ~~4 percent~~10% increase in consolidated property casualty net written premiums to more than $5$5.5 billion in ~~2018.~~2019. The increase in premiums includes the contribution from Cincinnati Global Underwriting Ltd.

acquired in February 2019, and reflects our growth initiatives, ~~modest~~higher average price increases for most lines of business and a higher level of insured exposures.

A $4$20 million ~~improvement~~or 8% increase in earned premiums produced by our life insurance subsidiary. Net income for the life subsidiary ~~net income, largely~~decreased 19%, primarily due to ~~decreased income taxes as a result~~increased mortality expense and less favorable effects from the unlocking of ~~tax reform, after factoring out the 2017 $111 million benefit from revaluation of deferred income taxes due to tax reform.~~interest rate and other actuarial assumptions.

$~~17.516~~20.513 billion in consolidated cash and invested assets, ~~down 1 percent~~up 17% over the prior year.

A ~~2 percent~~4% increase in pretax investment income to a record ~~$619~~$646 million, net of expenses, reflecting ~~a 6 percent~~an 11% increase in equity portfolio ~~dividends and flat interest income.~~dividends.

A value creation ratio (VCR) of ~~negative 0.1 percent~~30.5% for ~~2018,~~2019, exceeding that measure for ~~three~~eight of the nine companies in our peer group. Our average annual VCR for the five-year period ending December 31, ~~2018,~~2019, is ~~10.7 percent, within~~14.2%, exceeding our announced goal of producing an annual average VCR of ~~10 percent~~10% to ~~13 percent~~13% in any five-year period.

We consider VCR to be our primary performance metric for two reasons. First, we believe this measure captures the contribution of our insurance operations, the success of our investment strategy and the importance we place on paying cash dividends to shareholders. Second, as demonstrated in the chart below, the VCR has historically been directly correlated to the returns experienced by our shareholders for their investment in our common stock over the long term.

Start with $1 Invested in 1987...

We believe that when we operate our business to achieve a VCR consistently within our targeted range, we create value for shareholders over time, through share price appreciation and dividends paid to shareholders that have increased for 5859 consecutive years. Through the cash dividends paid and share repurchases, we returned ~~$461~~$422 million to shareholders in ~~2018,~~2019, and ~~$1.298~~$1.375 billion during the three years ended December 31, ~~2018.~~2019.

Relationship Between Company Performance and

Chief Executive Officer Compensation

Generally, the Committee expects that when the company’s performance adds or preserves more value for shareholders than its peers, that compensation for the named executive officers, including the chief executive officer, ~~will~~should be higher than when the company’s performance lags its peers. Accordingly, the primary performance metrics for both annual and long-term performance-based compensation are calibrated to the company’s performance compared with the companies in the peer group. At the same time, the Committee expects compensation to directionally correlate with the company’s actual

performance for these metrics, particularly when considered over the long term. The following graph illustrates the directional relationships between company performance, based on the two primary performance metrics used in our performance-based awards, and the compensation of our chief executive officer for each of the three years ending ~~2018.~~

2019.

CEO Pay for Performance

(Dollars in millions)


CEO Pay for Performance	2016			2017			2018			2017			2018			2019
SCT Total Compensation	$	4,249,903		$	4,978,956		$	3,444,610		$	4,978,956		$	3,444,610		$	5,528,654
Realized Total Compensation⁽¹⁾	$	3,711,998		$	4,217,970		$	2,520,787		$	4,217,970		$	2,520,787		$	4,818,669
1-Year VCR	14.5		%	22.9		%	(0.1		)%	22.9		%	(0.1		)%	30.5		%
3-Year TSR⁽²⁾	60.6		%	60.2		%	43.0		%	60.2		%	43.0		%	51.0		%


Name and Principal Position	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Non- Qualified Deferred Compensa- tion Earnings ($)	All Other Compensa- tion ($)	Total Compensa- tion ($)	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Non- Qualified Deferred Compensa- tion Earnings ($)	All Other Compensa- tion ($)	Total Compensa- tion ($)
Steven J. Johnston	1,025,385	—	999,111	849,752	339,900	—	230,462	3,444,610	1,055,790	—	1,152,831	876,100	2,336,246	—	107,687	5,528,654
Chief Executive Officer & President

Jacob F. Scherer, Jr.	949,152	—	638,786	464,800	185,918	621,358	26,991	2,887,005	682,402	—	725,469	479,212	1,277,874	—	17,911	3,182,868
Chief Insurance Officer
Chief Insurance Officer (Retired)

Michael J. Sewell	851,218	—	574,408	418,034	167,213	—	150,667	2,161,540	878,971	—	677,057	431,001	1,149,308	—	95,915	3,232,252
Chief Financial Officer

Martin F. Hollenbeck	710,560	—	479,777	348,963	139,582	—	120,935	1,799,817	733,727	—	545,770	359,774	959,392	—	80,981	2,679,644
Chief Investment Officer

Martin J. Mullen	616,919	—	418,678	304,423	121,767	104,226	22,883	1,588,896	640,080	—	476,249	313,864	836,943	978,232	20,083	3,265,451
Chief Claims Officer

Stephen M. Spray									606,692	—	463,731	305,561	814,815	256,168	32,919	2,479,885
Chief Insurance Officer



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Footnote Reference	Percent of Class

Other Directors and Named Executive Officers
William F. Bahl, CFA, CIC	231,659	(8)	0.14
Gregory T. Bier, CPA (ret.)	27,259		0.02
Linda W. Clement-Holmes	11,346		0.01
Dirk J. Debbink	30,477		0.02
Martin F. Hollenbeck, CFA, CPCU	111,401	(9)(10)	0.07
Steven J. Johnston, FCAS, MAAA, CFA, CERA	384,552	(9)(10)	0.24
Kenneth C. Lichtendahl	37,069		0.02
W. Rodney McMullen	52,594		0.03
Martin J. Mullen	121,663	(7)(9)	0.07
David P. Osborn, CFA	40,649		0.02
Gretchen W. Price	28,319		0.02
Jacob F. Scherer, Jr.	243,282	(7)(9)	0.15
Michael J. Sewell, CPA	151,574	(7)(9)(10)	0.09
Douglas S. Skidmore	38,198	(11)	0.02
Kenneth W. Stecher	198,156	(7)(9)	0.12
John F. Steele, Jr.	25,467		0.02
Larry R. Webb, CPCU	501,774	(12)	0.31

All directors and nondirector executive officers as a group (27 individuals)	11,680,039	(4)(5)(6)(7)(8) (9)(10)(11)(12)	7.16
		(4)(5)(6)(7)(8) (9)(10)(11)(12)



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Footnote Reference	Percent of Class

Other Directors and Named Executive Officers
Thomas J. Aaron, CPA	1,169		0.00
William F. Bahl, CFA, CIC	232,606	(8)	0.14
Gregory T. Bier, CPA (ret.)	28,206		0.02
Linda W. Clement-Holmes	12,293		0.01
Dirk J. Debbink	32,920		0.02
Martin F. Hollenbeck, CFA, CPCU	146,805	(9)(10)	0.09
Steven J. Johnston, FCAS, MAAA, CFA, CERA	488,403	(9)(10)	0.30
Kenneth C. Lichtendahl	38,016		0.02
W. Rodney McMullen	53,541		0.03
Jill P. Meyer, Esq.	458		0.00
Martin J. Mullen	155,478	(6)(9)	0.10
David P. Osborn, CFA	42,679		0.03
Gretchen W. Price	29,266		0.02
Jacob F. Scherer, Jr.	332,596	(6)(9)	0.20
Michael J. Sewell, CPA	192,928	(6)(9)(10)	0.12
Douglas S. Skidmore	39,145	(11)	0.02
Stephen M. Spray	86,715	(6)(9)	0.05
Kenneth W. Stecher	194,189	(6)(9)	0.12
John F. Steele, Jr.	26,414		0.02
Larry R. Webb, CPCU	502,721	(12)	0.31

All directors and nondirector executive officers as a group (29 individuals)	12,010,105	(3)(4)(5)(6)(8) (9)(10)(11)(12)	7.40
		(3)(4)(5)(6)(8) (9)(10)(11)(12)



	Annual Incentive Compensation (VCR)				Long-Term Performance-Equity Compensation (3-Year Total Shareholder Return)
	Baseline Award Placement Relative VCR	Adjustments for Growth and Profitability	Final Relative Award Placement*	Performance Level Earned	Performance Relative to Peer Companies	Performance Level Earned
2019	> 8 Peers	+1	>9 Peers	Maximum	> 5 Peers	Target
2018	> 3 Peers	None	> 3 Peers	Threshold	> 4 Peers	Threshold
2017	> 9 Peers	None	> 9 Peers	Maximum	> 5 Peers	Target
~~2016~~	~~> 8 Peers~~	+1	~~> 9 Peers~~	~~Maximum~~	~~> 5 Peers~~	~~Target~~



	We Do		We Don’t
ü	Link Pay to Performance - The majority of pay awarded by the Committee to each executive officer each year is tied to achievement of short- and long-term performance objectives and changes in the market value of the company’s common stock.	û	Use Employment Contracts - We employ all of our executive officers at will.
ü	Review Data Sheets - Each year the Committee reviews data recounting the compensation history for each executive officer. For the named executive officers, the Committee additionally reviews compensation and performance data for the companies in the peer group before making executive compensation decisions.	û	Benchmark Executive Compensation - We review compensation program structures and resulting payouts of the companies in our Peer Group to maintain an awareness of pay levels and practices. We do not benchmark the compensation we pay our named executive officers to achieve a specific level of pay, for example "above the median" of our Peer Group.
ü	Mitigate Excessive Risk - Compensation earned from performance-based awards is capped and is subject to clawback policies and provisions. Company-level performance objectives relative to peers minimizes the ability of any single individual or business unit to control its own performance-based compensation. The Committee’s authority to exercise negative discretion and eliminate payment of any award also is a powerful risk control.	û	Pay Dividends or Dividend Equivalents - We do not pay dividends or dividend equivalents on unvested stock awards.
ü	Use Double-Trigger Change in Control Provisions - Both our annual incentive and stock-based compensation plans include double-trigger change in control provisions.	û	Reprice or Exchange Stock Options - We do not reprice or exchange stock options. We consider stock options to be performance-based compensation that links the financial success of our associates to shareholders. Since shareholders cannot reprice or exchange their shares, neither do we.
ü	Perform Compensation Risk Assessments - Our chief risk officer performs this assessment each year, and it is considered by the Committee as part of its decision making process.	û	Include Stock-Based Awards in Calculations for Pension or Other Retirement Benefits - Our pension is calculated based on salary only, and our matches to 401(k) and Top Hat Savings Plan contributions are limited to cash compensation.
ü	Track Compliance with Ownership Guidelines - All of our directors and executive officers are in compliance with our published stock ownership guidelines.	û	Allow Hedging Transactions by Executive Officers or Directors - Our Securities Trading Policy prohibits transactions such as short sales, prepaid forward sales contracts or other hedging transactions that we believe decouple the director’s or officer’s interests from those shared by our shareholders generally.


(1)	Reflects ownership as of December 31, ~~2018,~~2019, according to Form 13G/A filed by The Vanguard Group Inc. on February 11, ~~2019.~~2020.


(3)	~~Reflects ownership as of December 31, 2018, according to Form 13G filed by State Street Corporation on February 11, 2019~~.


~~(4)~~	Includes ~~6,742,046~~6,486,746 shares owned of record by the Mary R. Schiff and John J. Schiff Foundation. The trustees are Mr. T. Schiff and his two siblings, John J. Schiff, Jr. and Suzanne S. Reid, who share voting and investment power equally.


~~(5)~~(4)	Includes 107,186 shares owned of record by the John J. & Thomas R. Schiff & Co. Inc. pension plan, the trustees of which are Messrs. T. Schiff and J. Schiff, Jr., who share voting and investment power; and 124,249 shares owned by John J. & Thomas R. Schiff & Co. Inc. for which Messrs. T. Schiff and J. Schiff, Jr. share voting and investment power.


~~(6)~~(5)	Includes ~~129,218~~144,218 shares held in Thomas R. Schiff Foundation and ~~229,190~~226,215 shares held in TRS Investments LLC., of which Mr. T. Schiff has voting and investment power.


~~(7)~~(6)	Includes shares pledged as collateral as of December 31, ~~2018,~~2019, in the amounts of; 143,691 for Mr. Scherer; 638,200 for Mr. T. Schiff; 30,475 for Mr. Stecher; ~~60,646~~66,924 for Mr. Mullen; ~~39,656~~45,851 for Mr. Sewell; 25,502 for Mr. Spray and ~~73,192~~44,824 for the nondirector executive officers as a group.


(7)	Reflects ownership as of December 31, 2019, according to Form 13G filed by State Street Corporation on February 14, 2020.


(8)	Includes 8,821 shares held in the Bahl Family Foundation, of which Mr. Bahl is president.


(11)	Includes 7,035 shares owned of record by Skidmore Sales Profit Sharing Plan, of which Mr. Skidmore is an administrator and shares investment authority.


(12)	Includes 186,257 shares owned of record by a limited partnership of which Mr. Webb is a general partner and 43,478 shares owned of record by a marital trust for the benefit of his wife and children.


◦	When the combined ratio is ~~95.0 percent~~95.0% or better, the company's baseline award placement improves by one placement.


◦	When the combined ratio is ~~93.0 percent~~93.0% or better, the company's baseline award placement improves by two placements.


(1)	Realized total compensation is the sum of salary and annual incentive cash compensation reported in the Summary Compensation Table (SCT) for the year plus the value realized from the exercise of stock options and vesting of time-vesting or performance-based restricted stock units, if any, reported in the Option Exercises and Stock Vested table for the year.


(2)	3-Year TSR is total shareholder return for the 3-year performance period ending December 31 of a given year, as calculated by and displayed on Bloomberg Finance L.P.


◦	When the combined ratio is ~~91.0 percent~~91.0% or better, the company's baseline award placement improves by three placements.


Name	Base Annual Salary ($)	Tier Target % of Base Annual Salary	2018 Performance Factor (Threshold) (%)	2018 Annual Incentive Cash Compensation ($)	Base Annual Salary ($)	Tier Target % of Base Annual Salary	2019 Performance Factor (Maximum) (%)	2019 Annual Incentive Cash Compensation ($)
Steven J. Johnston	1,030,000	110	30	339,900	1,061,930	110	200	2,336,246
Jacob F. Scherer, Jr.	953,424	65	30	185,918	982,980	65	200	1,277,874
Michael J. Sewell	857,500	65	30	167,213	884,083	65	200	1,149,308
Martin F. Hollenbeck	715,804	65	30	139,582	737,994	65	200	959,392
Martin J. Mullen	624,445	65	30	121,767	643,802	65	200	836,943
Stephen M. Spray					626,781	65	200	814,815



Base Annual Salary X Tier Target % X Award Allocation %	=	Target # of Shares Underlying Award
Intrinsic Value of Stock Option on Date of Grant



Base Annual Salary X Tier Target % X Award Allocation %	=	Target # of Shares Underlying Award
Grant Date Fair Value



Base Annual Salary X 25%	=	# of Shares Underlying Award
Grant Date Fair Value


Name	# Nonqualified Stock Options	# PSUs	# RSUs	# Nonqualified Stock Options	# PSUs	# RSUs
Steven J. Johnston	84,765	11,937	3,618	72,706	10,227	3,099
Jacob F. Scherer, Jr.	46,365	6,529	3,349	39,769	5,594	2,869
Michael J. Sewell	41,700	5,873	3,012	35,768	5,031	2,872
Martin F. Hollenbeck	34,810	4,902	2,514	29,857	4,200	2,154
Martin J. Mullen	30,367	4,277	2,193	26,047	3,664	1,879
Stephen M. Spray				25,358	3,567	1,830



Name	Performance Period	Target PSUs (#)	Achievement Level	PSUs Vested (#)	Value of PSUs Vested ($) (1)
Name	Performance Period	Target PSUs (#)	Achievement Level	PSUs Vested (#)	Value of PSUs Vested ($) (1)
Steven J. Johnston	2016-2018	11,768	Threshold	3,531	273,370
	2015-2017	13,573	Target	13,573	1,017,568
	2014-2016	12,873	Target	12,873	975,130
Jacob F. Scherer, Jr.	2016-2018	7,081	Threshold	2,125	164,518
	2015-2017	8,087	Target	8,087	606,282
	2014-2016	8,850	Target	8,850	670,388
Michael J. Sewell	2016-2018	6,247	Threshold	1,875	145,163
	2015-2017	7,205	Target	7,205	540,159
	2014-2016	7,885	Target	7,885	597,289
Martin F. Hollenbeck	2016-2018	5,150	Threshold	1,545	119,614
	2015-2017	5,939	Target	5,939	445,247
	2014-2016	6,468	Target	6,468	489,951
Martin J. Mullen	2016-2018	4,207	Threshold	1,263	97,781
	2015-2017	4,782	Target	4,782	358,507
	2014-2016	5,208	Target	5,208	394,506


(1)	Based on the closing price on Nasdaq as of the last trading day of the performance period as follows:



The Allstate Corporation Hanover Insurance Group Inc. Hartford Financial Services Group Inc. Markel Corporation Selective Insurance Group Inc.	State Auto Financial Corporation The Travelers Companies Inc. United Fire Group Inc. W.R. Berkley Corporation



Rank	Market Capitalization	Three-Year Value Creation Ratio	Three-Year Total Shareholder Return	Total Direct Compensation (from ~~2018~~2019 Proxy Statements)
1	~~Travelers~~Allstate	Cincinnati	~~Selective~~Hanover	~~Allstate~~W.R. Berkley
2	Travelers	Allstate	W.R. Berkley	~~State Auto~~	~~Travelers~~Allstate
3	Hartford	Selective	~~United Fire~~Allstate	Hartford
4	~~Markel~~	~~Allstate~~	~~Hanover~~Cincinnati	W.R. Berkley	Selective	Travelers
5	~~Cincinnati~~Markel	Hanover	~~W.R. Berkley~~Cincinnati	~~Cincinnati~~Selective
6	W.R. Berkley	Travelers	~~Cincinnati~~Hartford	Markel
7	Hanover	~~United Fire~~Markel	~~Allstate~~Markel	~~Selective~~Cincinnati
8	Selective	~~Markel~~United Fire	~~Markel~~State Auto	Hanover
9	State Auto	State Auto	Travelers	~~United Fire~~State Auto
10	United Fire	Hartford	~~Hartford~~United Fire	~~State Auto~~United Fire



Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($) (2)(4)	Option Awards ($) (3)	Non- equity Incentive Plan Compen- sation ($)	Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($) (5)		All Other Compen- sation ($) (8)(9)		Total Compen- sation ($)
Steven J. Johnston Chief Executive Officer and President Cincinnati Financial Corporation	2018	1,025,385	—	999,111	849,752	339,900	—		230,462		3,444,610
	2017	995,351	—	741,917	825,010	2,200,000	—		216,678	—	4,978,956
	2016	960,814	—	917,696	155,459	2,121,792	—		94,142	—	4,249,903


Jacob F. Scherer, Jr. Chief Insurance Officer and Executive Vice President The Cincinnati Insurance Company	2018	949,152	—	638,786	464,800	185,918	621,358	(6)	26,991		2,887,005
	2017	921,351	—	495,696	451,262	1,203,350	506,246	(6)	35,832		3,613,737
	2016	887,747	—	581,968	93,542	1,160,572	575,137	(6)	19,200		3,318,166


Michael J. Sewell Chief Financial Officer, Senior Vice President and Treasurer Cincinnati Financial Corporation	2018	851,218	—	574,408	418,034	167,213	—		150,667		2,161,540
	2017	812,871	—	437,114	398,126	1,061,667	—		140,114		2,849,892
	2016	784,665	—	513,159	82,525	1,023,925	—		71,520		2,475,794


Martin F. Hollenbeck Chief Investment Officer and Senior Vice President Cincinnati Financial Corporation	2018	710,560	—	479,777	348,963	139,582	—		120,935		1,799,817
	2017	677,473	—	365,250	332,338	886,234	—		110,600		2,371,895
	2016	646,808	—	423,473	68,033	844,032	—		59,884		2,042,230


Martin J. Mullen Chief Claims Officer and Senior Vice President The Cincinnati Insurance Company	2018	616,919	—	418,678	304,423	121,767	104,226	(7)	22,883		1,588,896
	2017	569,629	—	308,518	280,573	748,182	590,191		21,788		2,518,881


(1)	Since 2010, the Committee has eliminated discretionary cash bonuses as a regular component of compensation for the named executive officers.


(4)	Maximum values of PSUs granted in ~~2018~~2019 are: ~~$1,510,985~~$1,799,338 for Mr. Johnston; ~~$826,441~~$984,208 for Mr. Scherer; ~~$743,404~~$885,154 for Mr. Sewell; ~~$620,495~~$738,948 for Mr. Hollenbeck; ~~and $541,383~~$644,644 for Mr. ~~Mullen.~~Mullen and $627,578 for Mr. Spray.


(7)	For Mr. Mullen, in 2019, an increase of $412,556 in the Retirement Plan and an increase of $565,676 in the SERP; in 2018, a decrease of $10,073 in the Retirement Plan and an increase of $114,299 in the SERP; and in 2017 an increase of $270,831 in the Retirement Plan and an increase of $319,360 in the SERP.


(8)	For Mr. Spray, in 2019, an increase of $120,475 in the Retirement Plan and an increase of $135,693 in the SERP.


~~(9)~~(10)	Includes matching contributions to the company’s 401(k) and Top Hat Savings Plans in the amounts of ~~$193,523~~$83,471 for Mr. Johnston; ~~$114,773~~$62,771 for Mr. Sewell and ~~$95,808~~$51,966 for Mr. Hollenbeck.


Name	Grant Date		Estimated Possible Payouts Under Nonequity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (2)	All Other Option Awards: Number of Securities Under-lying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards	Grant Date		Estimated Possible Payouts Under Nonequity Incentive Plan Awards			Estimated Possible Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (2)	All Other Option Awards: Number of Securities Under-lying Options	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	(#)		($/Sh)	($)			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	(#)		($/Sh)	($)
Mr. Johnston	2/9/2018	**								84,765	71.19	849,752	2/21/2019	**								72,706	85.67	876,100
	2/9/2018	*	339,900	1,133,000	2,266,000								2/21/2019	*	350,437	1,168,123	2,336,246
	2/9/2018	**				3,581	11,937	23,874				755,493	2/21/2019	**				3,069	10,227	20,454				899,669
	2/9/2018	**							3,618			242,804	2/21/2019	**							3,099			252,073
	11/9/2018	***							10			815	11/8/2019	***							10			1,090
Mr. Scherer	2/9/2018	**								46,365	71.19	464,800	2/21/2019	**								39,769	85.67	479,212
	2/9/2018	*	185,918	619,725	1,239,451								2/21/2019	*	191,681	638,937	1,277,874
	2/9/2018	**				1,958	6,529	13,058				413,220	2/21/2019	**				1,679	5,594	11,188				492,104
	2/9/2018	**							3,349			224,751	2/21/2019	**							2,869			233,364
	11/9/2018	***							10			815	11/8/2019	***							—			—
Mr. Sewell	2/9/2018	**								41,700	71.19	418,034	2/21/2019	**								35,768	85.67	431,001
	2/9/2018	*	167,213	557,375	1,114,750								2/21/2019	*	172,396	574,654	1,149,308
	2/9/2018	**				1,761	5,873	11,746				371,702	2/21/2019	**				1,510	5,031	10,062				442,577
	2/9/2018	**							3,012			202,135	2/21/2019	**							2,872			233,608
	11/9/2018	***							7			570	11/8/2019	***							8			872
Mr. Hollenbeck	2/9/2018	**								34,810	71.19	348,963	2/21/2019	**								29,857	85.67	359,774
	2/9/2018	*	139,582	465,273	930,545								2/21/2019	*	143,909	479,696	959,392
	2/9/2018	**				1,470	4,902	9,804				310,248	2/21/2019	**				1,260	4,200	8,400				369,474
	2/9/2018	**							2,514			168,715	2/21/2019	**							2,154			175,206
	11/9/2018	***							10			815	11/8/2019	***							10			1,090
Mr. Mullen	2/9/2018	**								30,367	71.19	304,423	2/21/2019	**								26,047	85.67	313,864
	2/9/2018	*	121,767	405,889	811,778								2/21/2019	*	125,541	418,472	836,943
	2/9/2018	**				1,283	4,277	8,554				270,691	2/21/2019	**				1,100	3,664	7,328				322,322
	2/9/2018	**							2,193			147,172	2/21/2019	**							1,879			152,838
	11/9/2018	***							10			815	11/8/2019	***							10			1,090
Mr. Spray													2/21/2019	**								25,358	85.67	305,561
													2/21/2019	*	122,222	407,407	814,815
													2/21/2019	**				1,071	3,567	7,134				313,789
													2/21/2019	**							1,830			148,852
													11/8/2019	***							10			1,090


*	Cincinnati Financial Corporation 2009 Incentive Compensation Plan