Catherine Kelly
ClearfieldAbout Catherine T. Kelly
Independent director of Clearfield, Inc. since December 2024; age 63. Kelly is an experienced banking executive and audit committee financial expert, serving on Clearfield’s Audit Committee and Nominating & Corporate Governance Committee. She previously led major market expansions and business units at PNC Financial Services, Minnesota Bank & Trust, Bremer Financial, and U.S. Bancorp, and holds an MBA (Finance) from the University of Minnesota Carlson School and a BA from St. Catherine University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Financial Services Group (NYSE: PNC) | Regional President & EVP, Minnesota Market | 2017 – Dec 2023 | Led first expansion market; strong growth execution |
| Minnesota Bank & Trust | President & CEO; investor | 2007 – 2017 | Built reputation for high credit quality; growth leadership |
| Bremer Financial Corporation | Region President; Financial Services Director; Wealth Mgmt Director; Bremer Trust President | 2002 – 2007 | Transformed operations; consistent growth |
| U.S. Bancorp (NYSE: USB) | District Manager/VP, Corporate Banking; Group Manager/VP, Corporate Banking | 1999 – 2002 | Corporate banking leadership in large national bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Clearfield proxy lists no other public company directorships for Kelly |
Board Governance
- Independence: Board affirmatively determined all directors except the CEO are independent under Nasdaq rules; Kelly is independent .
- Committees: Audit; Nominating & Corporate Governance; not a committee chair. Audit Chair: Charles N. Hayssen; Nominating Chair: Donald R. Hayward .
- Audit Committee Expertise: Board determined Kelly meets SEC “audit committee financial expert” definition; Audit Committee comprised entirely of independent directors .
- Attendance: Board met 10 times in fiscal 2024; each nominee then serving (including Kelly after election) attended ≥75% of Board/committee meetings for which they served. Four of eight directors attended the 2024 annual meeting .
- Leadership structure: Independent Board Chair (Ronald G. Roth); regular executive sessions of the Board and committees .
- Shareholder engagement and governance practices: Majority vote resignation policy; no poison pill; policy against over-boarding; robust clawback; stock ownership guidelines .
Fixed Compensation
| Component | Amount | Effective | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $40,000 | Fiscal 2024 | Non-employee directors; meeting fees not disclosed |
| Chair Retainer (cash) | $10,000 | Fiscal 2024 | Board Chair and each committee chair |
| Annual Board Retainer (cash) | $50,000 | From 2025 annual meeting | Increased to align closer to peer median |
- Appointment disclosure indicates Kelly will receive standard director compensation per company policy .
Performance Compensation
| Component | Grant Value | Vesting | Timing |
|---|---|---|---|
| Annual Restricted Stock Grant | ~$60,000 | Vests one day prior to following annual meeting | Grants to non-employee directors elected at the annual meeting; 2024 grant example: 2,039 shares on Feb 23, 2024 |
| Annual Restricted Stock Grant | ~$80,000 | Vests one day prior to following annual meeting | Increased for grants first day following 2025 annual meeting (Feb 28, 2025) |
- Director equity is time-based; no disclosed performance metrics for director compensation (equity is not tied to operational/TSR goals) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Kelly |
| Private/non-profit/academic boards | Not enumerated; press release notes active community leadership and recognition, but specific boards not listed in proxy |
| Potential interlocks (competitors/suppliers/customers) | None disclosed |
| Related party transactions | None involving Kelly; only disclosed related person was compensation to a non-executive employee related to CEO/COO (not Kelly) |
Expertise & Qualifications
- Audit committee financial expert; deep finance and governance background from leadership in large national/regional banks .
- Education: MBA (Finance), University of Minnesota Carlson; BA, St. Catherine University .
- Recognitions: Community leadership awards (AmeriCorps Outstanding Commissioner; Twin Cities Business Hall of Fame) per company release .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Catherine T. Kelly | 305 | <1% | As of Dec 30, 2024; business address Clearfield HQ |
| Ownership Guidelines | 5x annual cash retainer | — | For non-employee directors; measured each Sept 30; expected to meet within 5 years of election |
| Hedging/Pledging | Prohibited | — | Insider trading policy prohibits hedging, shorting, and pledging by directors |
Insider Trades (Form 4)
| Date (Filed / Event) | Transaction | Shares | Instrument/Notes |
|---|---|---|---|
| Dec 13, 2024 / Dec 11, 2024 | Award (A) | 305 | Initial director equity award recorded via Form 4 |
| Mar 3, 2025 / Feb 28, 2025 | Stock Award (Grant) | 2,468 | Annual director grant following 2025 annual meeting (value ~$80k); Yahoo insider roster summary |
Note: Official SEC Form 4 index entries for Feb 28, 2025 grants are available in EDGAR (e.g., 000079650525000010), corroborating the grant date and nature of the award .
Governance Assessment
- Strengths: Independence; audit committee financial expertise; assignment to Audit and Nominating committees; strong anti-hedging/pledging policy and director ownership guidelines; independent board chair and executive sessions; no related-party transactions tied to Kelly .
- Alignment: Director equity grants are time-based; guidelines require meaningful stock ownership (5x retainer). Initial beneficial holdings (305 shares) reflect new-director status; compliance expected within five years .
- Attendance/Engagement: ≥75% meeting attendance threshold met during fiscal 2024 service period; company maintains multi-year shareholder engagement and majority-vote resignation policy, supporting accountability .
- Compensation signals: Board increased director pay (cash to $50k; equity to $80k) from 2025 to align with peer median, which may improve board recruitment/retention without evident pay inflation risk; no performance-conditional director equity .
- RED FLAGS: None disclosed specific to Kelly. No hedging/pledging, no related-party ties, no over-boarding issues identified; monitor future ownership accumulation versus guidelines and continued attendance .