Kaley Crosen
About Kaley Crosen
Kaley P. Crosen is Executive Vice President and Chief Human Resources Officer of Bank of Clarke and Secretary of Eagle Financial Services, Inc. (EFSI). She has served as Secretary and EVP/CHRO since 2019; previously SVP & Human Resources Director (2008–2019) and VP of Human Resources (1999–2008). She was 59 years old as of the 2025 proxy and is listed among executive officers who are not directors . Company performance context during her recent tenure: Net income was $15.3M in 2024, $9.4M in 2023, and $14.5M in 2022; the value of a hypothetical $100 investment (TSR) stood at $117.51 for 2024 vs $93.00 in 2023 and $107.29 in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of Clarke (subsidiary) | Vice President, Human Resources | 1999–2008 | Executive officer role leading HR at the bank . |
| Bank of Clarke/EFSI | Senior Vice President & Human Resources Director | 2008–2019 | Continued leadership of human capital for the bank/EFSI . |
| Bank of Clarke | Executive Vice President & Chief Human Resources Officer | 2019–Present | Executive leadership of HR functions . |
| Eagle Financial Services, Inc. | Corporate Secretary | 2019–Present | Corporate secretary; listed contact for shareholder communications in proxies . |
Fixed Compensation
| Component | Latest disclosure for Ms. Crosen | Notes |
|---|---|---|
| Base salary | Not disclosed | Ms. Crosen was not a Named Executive Officer (NEO); EFSI’s Summary Compensation Table in 2025 covers CEO, CFO and President/CBO only . |
| Pension/SERP | Not disclosed | No specific pension/SERP values are disclosed for Ms. Crosen in the proxies reviewed . |
| Perquisites | Not disclosed | Proxies detail perquisites for NEOs; no specific listing for Ms. Crosen . |
Performance Compensation
EFSI uses a Senior Officer Incentive Compensation Plan (SOICP). While the proxy explicitly states NEO participation, it also describes incentive opportunity design for executive officers generally.
- 2024 SOICP design and metrics (company-wide program for executive officers): target bonus opportunities set within a 25%–30% of base salary range, with maximums 37.5%–45% of base salary; payouts scale 85%–150% of target based on results; gating: no payout on the four metrics unless pretax net income reaches 90% of target; if nonperforming assets/total assets reached 1.25%, awards would be reduced by 20% .
- 2024 metrics: Return on Average Assets (ROAA), Noninterest Expense/Average Assets, Net Deposit Growth, and Noninterest Income/Total Income .
| Metric (2024 SOICP) | Weighting | Target | Actual | Payout factor | Vesting |
|---|---|---|---|---|---|
| ROAA | Not disclosed | Not disclosed | Not disclosed | Within 0%–150% scaling subject to gates | Annual cash incentive (no vesting) . |
| Noninterest Expense/Average Assets | Not disclosed | Not disclosed | Not disclosed | Within 0%–150% scaling subject to gates | Annual cash incentive . |
| Net Deposit Growth | Not disclosed | Not disclosed | Not disclosed | Within 0%–150% scaling subject to gates | Annual cash incentive . |
| Noninterest Income/Total Income | Not disclosed | Not disclosed | Not disclosed | Within 0%–150% scaling subject to gates | Annual cash incentive . |
Equity incentives under the 2023 Stock Incentive Plan use restricted stock (time-vested over 3 years) and performance-vested shares measured by ROAA percentile versus a custom bank peer set; 2024 grants for NEOs used 60% time/40% performance mix (target) for non-CEO and measured performance over 2024–2026 with up to 1.5x target earnout; time-based awards vest one-third annually on grant anniversaries .
| Equity award type | Vesting schedule | Performance metric | Payout scale/cap |
|---|---|---|---|
| Time-vested RSUs/Restricted Stock | 1/3 per year over 3 years, service-based | None | N/A |
| Performance-vested shares | Cliff at end of performance period (2-year period for 2023 grants; 3-year period for 2024 grants), service condition applies | ROAA percentile vs custom peer banks | 0x to 1.5x target via interpolation . |
Note: Specific award sizes and payouts for Ms. Crosen are not disclosed; examples and tables in the 2025 proxy are for NEOs (CEO, CFO, President/CBO) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | The 2024 proxy notes 3,868 EFSI shares held in the Bank of Clarke County Employee 401(k) Savings and Stock Ownership Plan in Ms. Crosen’s name as of March 22, 2024 . |
| Pledged shares | Not disclosed in proxies reviewed . |
| Hedging policy | The company states it does not have an anti-hedging policy for directors/officers/employees (no policy on instruments that hedge or offset decreases in EFSI stock value) . |
| Stock ownership guidelines | Not disclosed for executives in proxies reviewed . |
| Section 16 compliance | No delinquency noted for Ms. Crosen; 2024 exceptions were for other individuals (one Form 3 for Mr. Smith; one report for Mr. Milleson) . |
Employment Terms
| Term | Ms. Crosen | Notes |
|---|---|---|
| Employment agreement | Not summarized in proxies | Employment agreements are summarized for the CEO, CFO, and President/CBO; no agreement for Ms. Crosen is described . |
| Severance (no CIC) | Not disclosed | CEO/CFO/President-CBO receive 24 months’ salary plus bonus and benefits in certain terminations; no disclosure for Ms. Crosen . |
| Change-in-control | Not disclosed | CEO/CFO/President-CBO: up to 299% of specified pay/benefits (subject to 280G limits); equity accelerates upon CIC under plan; no disclosure for Ms. Crosen . |
| Non-compete/Non-solicit | Not disclosed | CEO/CFO/President-CBO agreements include 12-month non-compete/non-solicit; not disclosed for Ms. Crosen . |
| Clawback | Not disclosed | Proxies do not describe a compensation clawback policy in the sections reviewed . |
Performance & Track Record (Company context during recent tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($USD thousands) | 14,521 | 9,357 | 15,343 |
| TSR: Value of $100 investment (end of year) | 107.29 | 93.00 | 117.51 |
Governance/Compensation Environment (Context for CHRO role)
- Compensation program emphasizes pay-for-performance: base salary, annual incentive via SOICP, and long-term equity; performance metrics (ROAA, cost discipline, deposit growth, fee mix) and gates aim to balance profitability and risk .
- Compensation consultant (Pearl Meyer/David Jones) supports peer benchmarking and risk assessment; committee concluded plans do not promote undue risk .
- Related party transactions oversight exists, but EFSI has not adopted a formal related person transactions policy; board reviews proposed transactions ad hoc (a governance weakness vs best practices) .
- Anti-hedging: Company states no anti-hedging policy (a governance red flag relative to many banks’ current practices) .
Investment Implications
- Alignment: If Ms. Crosen participates in the SOICP and equity plan typical of executive officers, her incentives would be tied to ROAA, expense discipline, deposit growth, and fee income mix, with time- and performance-vested equity that vests on multi-year schedules—factors that generally support alignment with long-term shareholder value . However, her specific target bonus and equity award sizes are not disclosed, limiting precision of pay-for-performance assessment .
- Retention risk: No employment agreement or severance/CIC protections are disclosed for Ms. Crosen, unlike the CEO/CFO/President-CBO, suggesting lower contractual retention hooks; long tenure since 1999 mitigates but does not eliminate risk if market competition for CHRO talent rises .
- Trading signals: The absence of an anti-hedging policy is a governance negative that can weaken alignment; no Section 16 reporting delinquencies were noted for Ms. Crosen in 2024. Monitor Form 4 filings around typical annual vesting windows (early January for many awards) and any future equity grants disclosed in proxies for potential selling pressure triggers .
- Governance risks: Lack of a formal related-party transaction approval policy and no anti-hedging policy put EFSI behind sector best practices; continued strong say-on-pay support in 2022 (95%) indicates broad shareholder approval of the compensation framework but does not address these specific governance gaps .