Kenneth J. Krogulski
About Kenneth J. Krogulski
Independent director since 2017; age 67. Managing Partner and Chief Investment Officer at Berkshire Asset Management, with 45 years in security analysis and portfolio management; holds a B.S. in finance (Indiana University of Pennsylvania), an M.B.A. (Wilkes University), and the CFA designation. Current board role at Cumberland Pharmaceuticals Inc. (CPIX) is Class I director, expected to stand for re‑election in 2026; the Board affirms his independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Berkshire Asset Management, LLC | Managing Partner & CIO | Not disclosed | Investment leadership; 45 years in analysis/PM |
| First Eastern Bank, N.A. (now PNC Financial) | Advanced to CIO, Trust Dept. | Not disclosed | Oversaw trust investment management |
| Landmark Community Bank (Nasdaq: LDKB) | Director (prior) | Not disclosed | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allied Services Integrated Health System | Director (current) | Not disclosed | Healthcare system governance |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by James R. Jones; members are Jones (Chair), Krogulski, Galante .
- Independence: The Board determined that Krogulski is independent (Nasdaq and SEC Rule 10A‑3) .
- Attendance and engagement: Board held 3 meetings in 2024 with full attendance by every director; each director also attended all committee meetings on which they served; Audit Committee met 5 times in 2024 .
- Board leadership: Company has a Lead Independent Director who chairs independent director sessions; identity not disclosed in the proxy .
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grant | Grant Details |
|---|---|---|---|
| 2024 (actual) | 59,000 | Restricted stock | Stock awards fair value $9,050; 6,500 RS outstanding as of 12/31/2024; grant-date fair value $1.81/share on Mar 23, 2024 |
| 2025 (policy for tenured directors) | 60,000 | 2,500 restricted shares | Under the 2007 Directors’ Incentive Compensation Plan; no separate meeting fees; reimbursed reasonable expenses |
- Directors do not receive per‑meeting fees; Compensation Committee reviews and approves director compensation .
Performance Compensation
| Component | Structure | Metrics | Vesting/Acceleration |
|---|---|---|---|
| Director equity awards | Time‑based restricted stock | No performance metrics disclosed for director compensation | Change‑of‑control: all outstanding options (if any) become fully exercisable; restrictions on other awards are terminated/satisfied (single‑trigger) |
Other Directorships & Interlocks
| Company | Public/Private | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Allied Services Integrated Health System | Private/nonprofit | Not disclosed | Healthcare sector governance |
| Landmark Community Bank (LDKB: Nasdaq) | Public (prior) | Not disclosed | Financial services; prior public board experience |
No related‑party transactions reported since January 1, 2023; Audit Committee reviews RPTs for conflicts .
Expertise & Qualifications
- Deep capital markets and investment expertise (CIO experience, CFA), directly relevant to Audit oversight and capital allocation .
- Prior bank trust CIO role supports fiduciary governance and financial literacy; Board identifies an Audit Committee financial expert (James R. Jones), with all Audit Committee members meeting independence and financial sophistication requirements .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Vested vs Unvested | Pledging/Hedging |
|---|---|---|---|---|
| Kenneth J. Krogulski | 277,843 | 1.99% | Includes 6,500 shares he has the right to acquire upon vesting of restricted stock | No shares pledged by directors/NEOs; Company has no policy prohibiting hedging by executives/directors |
- Shares outstanding at record date: 13,936,854 (for quorum and % ownership reference) .
Governance Assessment
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Strengths
- Independence and strong attendance: Full participation in Board and committee meetings; Audit Committee member contributes financial oversight .
- Financial acumen: Long‑tenured investment leadership and CFA credential align with Audit Committee responsibilities .
- No RPTs/legal issues: No related‑party transactions since 2023; no material legal proceedings involving directors .
-
Concerns/RED FLAGS
- Hedging allowed: Company does not prohibit hedging by executives/directors, which can weaken alignment with long‑term shareholders .
- Single‑trigger equity acceleration: Director plan provides automatic vesting/exercisability upon change‑of‑control, which is less shareholder‑friendly than double‑trigger structures .
- Form 4 correction: Directors (including Krogulski) filed Form 4 amendments on Jan 30, 2025 to correct granted share counts due to an administrative error (company states prior filings were timely) .
-
Additional context
- Director compensation mix blends cash and time‑based RS; no performance‑conditioned director awards, avoiding short‑term incentives but limiting pay‑for‑performance linkage for directors .
- Audit Committee met 5 times in 2024, consistent with active oversight; independence and financial sophistication requirements satisfied .
Notes on Insider Trading Disclosures
- Insider Trading Policy prohibits trading while in possession of material nonpublic information; policy filed as Exhibit 19.1 to the 2024 Form 10‑K (not reproduced in proxy) .
- Attempt to retrieve Form 4 transactions programmatically (2023–2025) for “Krogulski” via insider‑trades skill failed due to an external API authorization error; proxy ownership disclosures above remain current per record date [Read: tool error].