Kirk E. Kleiser
About Kirk E. Kleiser
Kirk E. Kleiser is an independent director of Catalyst Bancorp (CLST), age 69, and a small business operator in Louisiana; he is Senior Managing Principal and Founder of K & G On the Geaux LLC and Kleiser Enterprises, Inc. (convenience food stores in Upper Lafayette) and Managing Member of All in G.S. LLC (real estate holding). He has served as a director of Catalyst Bank since January 2021 and Catalyst Bancorp since its 2021 inception . He was nominated and re-elected at the May 20, 2025 annual meeting for a term expiring in 2028, receiving 2,159,843 “For” votes versus 469,081 “Withheld” (938,375 broker non-votes) . Kleiser brings experience in business planning and small business development; he is a member of the Carencro Business Association and a past member of the Chevron National Dealer Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| K & G On the Geaux LLC | Senior Managing Principal and Founder | Not disclosed | Convenience food stores, Upper Lafayette, LA; small business development expertise |
| Kleiser Enterprises, Inc. | Senior Managing Principal and Founder | Not disclosed | Convenience food stores, Upper Lafayette, LA |
| All in G.S. LLC | Managing Member | Not disclosed | Real estate holding company |
| Carencro Business Association | Member | Not disclosed | Community/business engagement |
| Chevron National Dealer Council | Past Member | Not disclosed | Industry engagement (fuel/convenience retail) |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | Public board | Proxy “Public Directorships” field lists none for Mr. Kleiser |
Board Governance
- Board independence: The Board determined a majority are independent; the named independent directors include Mr. Kleiser .
- Attendance: The Board met 9 times in 2024 and “no Director attended fewer than 75%” of aggregate meetings; all seven directors attended the May 21, 2024 annual meeting .
- Committee structure and activity (2024): Audit (met 6x; financial expert identified as Craig C. LeBouef), Compensation (met 5x; all members independent; no member is a current/former officer/employee), Nominating & Corporate Governance (met 1x) .
- Leadership: Independent Chair (Todd A. Kidder); CEO is the only non-independent director .
- 2025 shareholder support: Re-election vote for Kleiser (For: 2,159,843; Withheld: 469,081; Broker non-votes: 938,375). Say-on-pay 2025 (For: 2,310,911; Against: 287,138; Abstain: 30,875; Broker non-votes: 938,375) .
Committee assignments (as of the 2025 proxy)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | — | 6 | Audit Committee chaired by Craig C. LeBouef; LeBouef is identified as SEC “financial expert” |
| Compensation | Member | 5 | All members independent; no current/former officers/employees |
| Nominating & Corporate Governance | — | 1 | Chaired by Todd A. Kidder |
Fixed Compensation
- Structure: Director fees are paid via monthly retainers—$2,000 per month; plus $600/month for loan committee and $400/month for audit committee; Chair and Secretary receive an additional $250/month; no additional fees for serving on the Bancorp board (directors also serve on the Bank board) .
- 2024 director compensation (for service in 2024): cash-only for non-employee directors; no new stock or option awards were granted to directors in 2024 .
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash (K. Kleiser) | $31,200 | $31,200 | $31,200 |
| Stock Awards (Grant Date Fair Value) | $112,571 | $0 | $0 |
| Option Awards (Grant Date Fair Value) | $92,215 | $0 | $0 |
| All Other Compensation | $0 | $0 | $0 |
| Total | $235,986 | $31,200 | $31,200 |
Narrative: Directors receive $2,000 monthly retainer plus committee stipends ($600 loan, $400 audit), with $250/month for Chairman and Secretary; no incremental fees for service on the Catalyst Bancorp board .
Performance Compensation
- 2022 director equity grants: In September 2022, each non-employee director, including Mr. Kleiser, received 8,464 stock awards and 21,160 stock options; both vest 20% annually beginning September 1, 2023 .
- 2023–2024: No additional director equity awards disclosed for 2023 or 2024 .
| Equity Award Detail | Value |
|---|---|
| Stock awards granted (Sep 2022) | 8,464 shares; vest 20% per year starting 9/1/2023 |
| Stock options granted (Sep 2022) | 21,160 options; vest 20% per year starting 9/1/2023 |
| Options exercisable within 60 days (as of 3/31/2025, included in beneficial ownership) | 8,464 options |
| New director equity awards in 2023 | None disclosed |
| New director equity awards in 2024 | None disclosed |
There are no disclosed performance metrics tied to director equity; awards vest on time-based schedules (RSUs/options at 20% per year beginning 9/1/2023) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Kleiser |
| Notable external affiliations | Carencro Business Association (member); past member, Chevron National Dealer Council |
| Shared directorships with CLST customers/suppliers/competitors | Not disclosed in proxy |
Expertise & Qualifications
- Small business operator with experience in business planning and development; strong community knowledge in markets served by Catalyst Bank .
- Independent director under Nasdaq rules; serves on Compensation Committee (member) .
- Not designated as Audit Committee financial expert (that designation is held by Craig C. LeBouef) .
Equity Ownership
- Beneficial ownership as of March 31, 2025: 52,847 shares (1.3% of shares outstanding) .
- Included option awards exercisable within 60 days as of record date: 8,464 options .
- Indirect holdings: 5,000 shares (K. Kleiser LLC), 1,000 shares (K & G on the GEAUX LLC), 4,400 shares (Kleiser Enterprises, Inc.), and 2,800 shares (spouse) .
| Ownership Item | Amount / % |
|---|---|
| Total beneficial ownership (3/31/2025) | 52,847 shares; 1.3% |
| Options exercisable within 60 days (included above) | 8,464 |
| Indirect: K. Kleiser LLC | 5,000 shares |
| Indirect: K & G on the GEAUX LLC | 1,000 shares |
| Indirect: Kleiser Enterprises, Inc. | 4,400 shares |
| Spousal holdings | 2,800 shares |
No disclosure of pledged shares in the beneficial ownership section; insider trading policy is in place (referenced in filings) .
Governance Assessment
- Strengths
- Independent status; serves on an all-independent Compensation Committee; Board maintains separation of Chair and CEO roles .
- Attendance/engagement: Board held 9 meetings in 2024; no director fell below 75% attendance; all directors attended the 2024 annual meeting .
- Shareholder support: Re-elected in 2025 with 2,159,843 “For” vs. 469,081 “Withheld”; Say-on-Pay also passed (2,310,911 “For” vs. 287,138 “Against”) .
- Alignment: Meaningful ownership (52,847 shares; 1.3%) with a mix of direct and indirect holdings; part of 2022 equity grants now vested/exercisable (8,464 options within 60 days as of 3/31/2025) .
- Watch items / potential conflicts
- Related-party exposures typical of community banks: approximately $1.8 million in loans outstanding to directors/executive officers/families at 12/31/2024; however, lending is subject to Regulation O and made on market terms with established policies .
- Local business interests (convenience stores/real estate) create potential touchpoints with bank customers; no specific related-party transactions beyond the standard insider lending disclosure are noted in the proxy .
- Compensation structure signals
- 2022 featured initial director equity grants (RSUs/options with time-based vesting); 2023 and 2024 show cash-only director pay with no new equity awards, indicating no continuing equity inflation for directors post-2022 .
Voting and Meeting Reference
| Item | For | Against/Withheld | Abstain | Broker Non-votes |
|---|---|---|---|---|
| Director election – Kirk E. Kleiser (May 20, 2025) | 2,159,843 | 469,081 (Withheld) | — | 938,375 |
| Say-on-Pay (non-binding) – 2025 | 2,310,911 | 287,138 | 30,875 | 938,375 |
Shares outstanding on record date (3/31/2025): 4,205,201 .
Director Compensation Mechanics (Reference)
- Monthly fees: $2,000 monthly regardless of meeting attendance; $600/month loan committee; $400/month audit committee; +$250/month for Chairman and Secretary; no additional fees for Bancorp board service .
- 2024 Director Compensation (Kleiser): $31,200 cash; $0 stock; $0 options; $0 other .
- 2023 Director Compensation (Kleiser): $31,200 cash; $0 stock; $0 options; $0 other .
- 2022 Director Compensation (Kleiser): $31,200 cash; $112,571 stock awards; $92,215 option awards; $0 other .
Related-Party Transactions and Controls
- Insider loans: Approximately $1.8 million in loans to directors/executive officers/families outstanding at 12/31/2024; made in the ordinary course on non-preferential terms; subject to Regulation O and internal policies (no more than normal risk/unfavorable features) .
- Insider trading policy: Company maintains an insider trading policy covering directors and officers .