Willard H. Kile, Jr.
About Willard H. Kile, Jr.
Willard H. Kile, Jr., D.M.D., age 69, has served as a director since 2000. He is the owner of Kile & Kile Real Estate and a retired partner of Kile & Robinson LLC and retired doctor of medicine with Robinson & Jung LLC; the board values his more than 35 years of real estate investment and development experience in Journey Bank’s market area . He is a first cousin to Lance O. Diehl (President & CEO), yet the board classifies all directors other than Diehl and Glunk as independent under Nasdaq rules; all directors attended at least 75% of board and committee meetings in 2024 (13 meetings held by each board) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kile & Kile Real Estate | Owner | Not disclosed | >35 years real estate investment/development experience valued by board |
| Kile & Robinson LLC | Retired partner | Not disclosed | Real estate/dental practice background |
| Robinson & Jung LLC | Retired doctor of medicine (dentistry) | Not disclosed | Professional practice experience |
External Roles
None disclosed in the proxy for public company boards or other external corporate directorships .
Board Governance
- Committee leadership and membership:
- Chair, Loan Committee (Journey Bank) – met monthly (12 meetings in 2024) .
- Member, Audit Committee – met 4 times in 2024 .
- Member, Journey Bank Executive Committee (reviews HR and management compensation processes) .
- Independence and leadership structure:
- Board deems all directors other than Messrs. Diehl and Glunk as independent under Nasdaq rules; Bonnie M. Tompkins serves as Independent Lead Director (liaison, agendas, investor engagement, executive sessions) .
- Attendance and engagement:
- Company and Journey Bank boards each held 13 meetings in 2024; all directors attended at least 75% of aggregate board and committee meetings; directors encouraged to attend annual meeting and all then-serving directors attended in 2024 .
- Conduct and trading controls:
- Insider Trading Policy prohibits trading on MNPI and bans hedging by directors and officers .
- Related-party oversight:
- Lending and services to directors/family conducted in ordinary course under Regulation O; any non-ordinary transactions require approval by a majority of disinterested directors and must be on customer-equivalent terms .
Fixed Compensation
Company director fee schedule and Mr. Kile’s 2024 actuals.
| Metric | 2024 | 2025 |
|---|---|---|
| Monthly retainer fee (per director) | $1,550 | $1,612 |
| Monthly board fee (per director) | $700 | $728 |
| Committee meeting fee (per meeting) | $350 | $364 |
| Special meeting fee (per meeting) | $450 | $468 |
| Committee chair fee (per meeting, in lieu of standard) | $600 | $624 |
| Audit Committee Chair annual fee | $12,000 | $12,480 |
| Lead Independent Director annual fee | $6,600 | $6,600 (rate disclosed for 2024; not separately changed in 2025 table) |
| Chairman’s fee (Board Chair) | — | $75,000 (approved for Mr. Glunk as Chair) |
| Director | Year | Director’s Fees ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Willard H. Kile, Jr. | 2024 | $39,150 | $7,767 (interest under deferred fee plans) | $46,917 |
Performance Compensation
Directors do not receive stock awards, options, PSUs/RSUs, or performance-based pay; the Company does not currently have stock-based incentive plans . Mr. Kile participates in director deferred fee plans that accrue interest at specified rates.
| Deferred Plan | Interest Rate (2024) | Accrued Balance at 12/31/2024 ($) | Interest Earned in 2024 ($) |
|---|---|---|---|
| 2003 Director Deferred Fee Plan | 0.90% | $143,886 | $1,289 |
| 2009 Director Deferred Fee Plan | 1.54% | $430,842 | $6,478 |
| Total (interest credited) | — | — | $7,767 |
Other Directorships & Interlocks
- Public company boards: None disclosed in the proxy .
- Interlocks/relationships: First cousin to CEO Lance O. Diehl (potential related-party proximity); board still classifies Kile as independent under Nasdaq rules after reviewing relationships .
Expertise & Qualifications
- Real estate investment and development expertise with >35 years in Journey Bank’s footprint; valued by the board for local market knowledge .
- Credit oversight experience as Chair of the Loan Committee, including review/approval above management limits and oversight of past-due/nonperforming loan reports and external loan reviews .
- Governance participation on the Audit Committee and Executive Committee, with the latter involved in HR and management compensation processes .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (whole shares) | 68,993 |
| Percent of shares outstanding | 1.95% (as of Feb 14, 2025) |
| Shares outstanding reference | 3,532,713 (record date Feb 21, 2025) |
| Pledging of shares | No pledging footnote disclosed for Kile (pledge noted for McMichael only) |
Governance Assessment
- Independence vs. related-party proximity: Although the board determined Kile is independent under Nasdaq rules, his familial relationship to the CEO (first cousin) is a governance sensitivity and potential conflict requiring continued monitoring of recusals and disinterested approvals for any non-ordinary transactions. RED FLAG: family tie to CEO .
- Committee effectiveness: Chairing the Loan Committee places Kile at the center of credit risk oversight—a key risk for a community bank—supporting board effectiveness, provided controls around Regulation O and disinterested review are consistently applied .
- Attendance and engagement: Meets the board’s 75% attendance threshold; 2024 saw robust cadence (13 board meetings; Loan Committee 12; Audit 4), indicating active governance .
- Compensation alignment: Director pay is cash-based (retainer/meeting fees) with optional deferred fee plans accruing modest interest; no equity grants or hedging permitted, which limits direct market-aligned incentives but is typical for small-cap community banks. Anti-hedging policy strengthens alignment; absence of pledging for Kile avoids collateral risk .
- Related-party safeguards: Lending and services to directors, families, and affiliates conducted under Regulation O and reviewed by disinterested directors when outside ordinary-course banking products; this framework mitigates conflicts but warrants ongoing oversight given Kile’s role and local business ties .