Kay Dorow
About Kay M. Dorow
Kay M. Dorow, age 59, is a director of EWSB Bancorp, Inc. and East Wisconsin Savings Bank; she has served on the board since 2019. Dorow is the Bank’s former Senior Vice President and Chief Financial Officer (January 2018–May 2023) and joined the Bank in 1984, giving her deep institutional and financial expertise. The Board determined she is not “independent” under Nasdaq standards because she was employed by the Bank within the past three years. Her current term expires in 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Wisconsin Savings Bank | Senior Vice President & Chief Financial Officer | Jan 2018 – May 2023 | Strong financial background; deep knowledge of Bank operations and economic environment (Board biography). |
| East Wisconsin Savings Bank | Various positions | 1984 – 2018 | Long-tenured operator; institutional knowledge cited by Board. |
| EWSB Bancorp, Inc. / East Wisconsin Savings Bank | Director | Since 2019 | Audit Committee member (not chair); contributes financial acumen to audit oversight. |
External Roles
- The proxy statement does not disclose any other public-company or external board roles for Kay Dorow.
Board Governance
- Independence status: Not independent under Nasdaq standards due to employment within last three years.
- Committee memberships and chairs (2024):
- Audit Committee: Member (Chair: Kenneth P. Demerath); Dorow serves as a non-independent member as permitted by charter and Nasdaq exceptions (not an executive officer or family member).
- Compensation Committee: Dorow not a member (Chair: Lori Hoersch).
- Governance & Nominating Committee: Dorow not a member (Chair: Steve Tyink).
- Meeting counts in 2024: Audit (1), Compensation (2), Governance & Nominating (—; company incorporated Feb 2024).
- Attendance: No director attended fewer than 75% of Board and applicable committee meetings in 2024.
- Board leadership: Combined Chair/CEO; Lead Independent Director (Kenneth P. Demerath) leads executive sessions of independent directors at least twice a year.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $15,250 | $23,500 |
| All Other Compensation ($) | — | — |
| Total ($) | $15,250 | $23,500 |
- Deferred Fee Plan: Directors may elect to defer fees; deferred amounts accrue interest at a board-determined rate, payable lump sum or installments at separation or specified age.
Performance Compensation
| Component | FY 2024 Disclosure |
|---|---|
| Stock options | None granted; the Company has not historically granted stock options. |
| Equity awards (RSUs/PSUs) | No director equity awards disclosed in the 2024 director compensation table. |
| Performance metrics tied to director pay | Not disclosed. |
Other Directorships & Interlocks
- No other public-company directorships or disclosed interlocks for Dorow in the proxy; no related-party board overlaps noted.
Expertise & Qualifications
- Retired CFO with strong financial background; significant knowledge of the Bank’s operations and the financial and economic environment.
- Audit oversight experience via Audit Committee membership; Board’s designated audit committee financial expert is Demerath (CPA), not Dorow.
- Local market familiarity and long-tenured institutional experience from 1984–2023.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Basis Date |
|---|---|---|---|
| Kay M. Dorow | 20,000 | 2.66% | April 2, 2025 |
- Anti-hedging and pledging: Directors are prohibited from hedging and generally from pledging Company stock; Board has not approved any pledge exceptions.
- ESOP and major holders: ESOP 52,678 (7.00%); several >5% holders listed, indicating concentrated insider/general public mix.
Insider Trades
| Date | SEC Form | Type | Shares | Notes |
|---|---|---|---|---|
| Sep 20, 2024 | Form 3 | Initial statement of beneficial ownership | — | Filed by Kay M. Dorow upon IPO/listing. |
- Over the past ~18 months, no Form 4 insider transactions by Kay M. Dorow in EWSB were identified.
Governance Assessment
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Independence and Audit seat: Dorow is not independent yet sits on the Audit Committee under permitted exceptions; while allowed, investors may view non-independent audit membership as a governance risk that warrants monitoring of audit rigor and committee composition.
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Alignment: Personal ownership of 20,000 shares (2.66%) and company anti-hedging/anti-pledging policies support alignment with shareholders.
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Engagement: No attendance shortfalls; Audit and Compensation Committee activity occurred in 2024; Governance activity limited due to new holdco formation.
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Related-party exposure: Bank reports director/officer loans are ordinary course, market terms, and compliant with regulations; no unfavorable features noted at year-end. Continue monitoring for any changes.
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Board structure: Combined Chair/CEO mitigated by Lead Independent Director and executive sessions at least twice a year; assess whether independent oversight remains robust as the company matures post-IPO.
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RED FLAGS
- Non-independence (employment within last three years) and Audit Committee membership under exception.