Karen Keenan
About Karen Keenan
Independent director since January 8, 2024; age 62. CPA with 35 years in financial services spanning finance and controls, risk management, regulatory compliance, and business management. Former Chief Administrative Officer at State Street (2016–2020) and CFO at Investor Financial Services Corporation (six years). Board determined “audit committee financial expert” under SEC rules; holds a B.S. in accountancy (Bentley) and MBA in finance (Babson) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Corporation | Chief Administrative Officer | 2016–2020 | Senior leadership across finance/controls, risk, compliance, and business management |
| Investor Financial Services Corporation | Chief Financial Officer | Six years (years not specified) | Finance leadership and controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CLS Group Holdings AG | Independent Director | Since 2020 | Provides FX settlement services to member banks |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 8 times and acted by written consent twice in fiscal 2024 .
- Independence: Board determined Keenan and all Audit Committee members are independent under Nasdaq rules; Keenan designated as audit committee financial expert .
- Attendance: Each incumbent director attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Board structure: CEO is Chair; William Concannon is independent Lead Director (paid $30,000 annual fee) .
- Related-party transactions: None in fiscal 2024; Audit Committee reviews/approves any proposed related-person transactions .
- Trading, hedging, pledging policy: Prohibits derivatives, hedging, short sales, margin accounts; pledging requires CEO/GC authorization .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Director Retainer (cash) | $85,000 | Effective January 1, 2024 (raised from $75,000) |
| Committee Chair Fees (policy) | Audit Chair $25,000; Compensation Chair $20,000; Executive/Nominating Chairs $10,000 | Not applicable to Keenan (not a chair) |
| Additional Committee Membership Fee (policy) | $5,000 for each committee above one (members, not chairs) | Not applicable (single committee) |
| Meeting Fees (policy) | $1,500 per committee meeting after the eighth in a calendar year | None paid (no committee exceeded eight meetings in 2024) |
| Cash Earned (Keenan) | $85,000 | Prorated for service beginning Jan 8, 2024 |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Restricted Stock (initial appointment) | Jan 8, 2024 | 1,004 | $100,000 (closing price on grant date) | Four equal annual installments starting first anniversary of grant | Dividends withheld until vested and factored into grant-date fair value |
| Restricted Stock (annual director grant) | Jul 18, 2024 | 700 | $124,908 (per table) | Four equal annual installments starting first anniversary of grant | Program value increased from $100,000 to $125,000 effective July 18, 2024 |
| Total Stock Awards (Keenan FY2024) | FY2024 | 1,704 (unvested as of 12/28/24) | $224,906 | As per schedules above | ASC 718 methodology (excl. estimated forfeitures) |
Compensation structure signals: Board raised non-employee director cash retainer to $85,000 effective 1/1/24 and increased annual/first-election RSU value to $125,000 effective 7/18/24, indicating upward reset of director pay levels in 2024 .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Indicator |
|---|---|---|---|
| CLS Group Holdings AG | Private | Independent Director | No CRA-related transactions disclosed; Company reported no related-person transactions in FY2024 |
Expertise & Qualifications
- CPA; designated audit committee financial expert; deep finance, controls, risk, and compliance experience .
- Education: B.S. in accountancy (Bentley University); MBA in finance (Babson College) .
- Industry: 35-year financial services career including senior roles at State Street and Investor Financial Services .
Equity Ownership
| Metric | Value | As-of Date |
|---|---|---|
| Shares beneficially owned (Outstanding) | 1,704 | April 22, 2025 |
| Right to acquire within 60 days | 0 | April 22, 2025 |
| Total beneficial ownership | 1,704 | April 22, 2025 |
| % of shares outstanding | 1,704 / 6,808,872 ≈ 0.025% | April 22, 2025 |
| Unvested restricted shares outstanding | 1,704 (as of Dec 28, 2024) | Dec 28, 2024 |
| Director ownership guidelines | ≥300% of annual board fee ($85,000) | Policy |
| Compliance status | All directors meet guidelines | April 2025 |
Insider Trades (Forms 3/4)
| Filing | Transaction Date | Security | Quantity | Notes/Link |
|---|---|---|---|---|
| Form 3 | Jan 8, 2024 | — | — | Initial director filing |
| Form 4 | Jan 8, 2024 | Restricted Stock Award | 1,004 | Appointment grant; filed Jan 10, 2024 |
| Form 4 | Jul 18, 2024 | Restricted Stock Award | 700 | Annual director grant; filed Jul 22, 2024 |
| Form 4 | Jul 17, 2025 | Stock Award (details per filing) | n/a | Filed Jul 21, 2025 (EDGAR index) |
Governance Assessment
- Board effectiveness: Audit Committee membership aligns with CPA designation and “financial expert” status; committee activity (8 meetings + 2 written consents in FY2024) indicates robust oversight . Independence affirmed for Audit, Compensation, and Nominating committees .
- Alignment and incentives: Director ownership guidelines (≥300% of annual fee) with stated compliance; equity awards vest over four years; dividends deferred until vesting—structures promote long-term alignment .
- Conflicts and related-party exposure: No Item 404 related-person transactions in FY2024; 8‑K on appointment confirms no 404(a) relationships and standard indemnification only .
- Risk controls: Prohibitions on hedging/derivatives/short sales and restricted pledging mitigate misalignment risk; presence of compensation clawback policy for NEOs (not directors) strengthens governance environment .
- Compensation trend watch: 2024 increases to cash retainer ($75k→$85k) and annual RSU value ($100k→$125k) reflect pay inflation; monitor for further changes relative to peer norms and workload/meeting intensity .
RED FLAGS
- None disclosed regarding attendance, related-party transactions, hedging/pledging, or independence; cash/equity pay step-ups in 2024 merit monitoring for pay inflation vs. workload and market benchmarks .