Kenneth Demerath
About Kenneth P. Demerath
Kenneth P. Demerath, age 60, is an independent director of EWSB Bancorp (director since 2020) and serves as Lead Independent Director; he is a retired partner of Wipfli LLP (1986–2019), a certified public accountant, and a member of the Wisconsin Institute of Certified Public Accountants, with recognized expertise in risk assessment, financial reporting, and internal controls; he is also a U.S. Army Reserves veteran who served in the Persian Gulf War .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wipfli LLP (CPA firm) | Partner | 1986–2019 | Provided strong accounting, risk assessment, and internal control expertise applicable to audit oversight |
| U.S. Army Reserves | Veteran | Not disclosed | Served in the Persian Gulf War; leadership and discipline background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wisconsin Institute of Certified Public Accountants | Member | Not disclosed | Professional standards and continuing education; supports audit committee “financial expert” capabilities |
Board Governance
- Lead Independent Director: Demerath leads executive sessions of independent directors and enhances oversight within a board structure that combines Chair and CEO roles .
- Independence: The board determined Demerath is independent under Nasdaq standards; only Schmalz (CEO) and Dorow (former CFO) are non‑independent; Dorow sits on Audit under permitted standards during transition .
- Committees and Chairs (2024):
- Audit Committee: Member and Chair (Kenneth P. Demerath); members include Demerath (Chair), Dorow (non‑independent permissible), Tyink; meetings in 2024: 1 .
- Compensation Committee: Members include Cruz, Haen, Hoersch (Chair); meetings in 2024: 2 .
- Governance & Nominating Committee: Members include Cruz, Haen, Tyink (Chair); meetings in 2024: not disclosed (“—”) .
- Audit Committee Financial Expert: The board determined Demerath is an “audit committee financial expert” per SEC rules .
- Attendance: In 2024, no director attended fewer than 75% of total board and committee meetings; EWSB Bancorp board met twice, the Bank board met 13 times, plus 10 joint meetings .
- Executive Sessions: Independent director executive sessions at least twice per year or more as needed, led by Demerath .
- Nomination Status: Demerath is a nominee for a term expiring in 2028 .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 24,500 |
| All Other Compensation | — |
| Total | 24,500 |
Deferred Fee Plan available to directors (elective deferral of fees with interest credited by the bank; lump sum or installments upon separation or at a specified age) .
Performance Compensation
| Item | Detail |
|---|---|
| Stock options | None granted in 2024; company has not historically granted stock options |
| Equity awards (RSUs/PSUs/DSUs) | Not disclosed for directors; director compensation table shows only cash fees |
| Performance metrics tied to director pay (e.g., TSR, EBITDA) | Not disclosed; no performance‑based director compensation reported |
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists public accounting background but no other public company boards; independent auditor is Plante Moran, reducing any potential Wipfli conflict . |
Expertise & Qualifications
- Certified Public Accountant; designated Audit Committee Financial Expert under SEC rules .
- Deep experience in risk assessment, financial reporting, and internal controls from tenure at Wipfli LLP .
- Leadership as Lead Independent Director enhances board oversight in a combined Chair/CEO structure .
- Military service (U.S. Army Reserves; Persian Gulf War) suggests disciplined approach to governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis/Date |
|---|---|---|---|
| Kenneth P. Demerath | 5,000 | Less than 1% | Based on 752,538 shares outstanding as of April 2, 2025 |
- Anti‑hedging and anti‑pledging policy: Directors are prohibited from hedging and generally from pledging company stock; the board has not approved any exceptions to pledging prohibitions, a positive alignment signal .
Governance Assessment
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Strengths
- Independent director and Lead Independent Director, with authority to lead executive sessions, supporting robust oversight despite a combined Chair/CEO structure .
- Audit Committee Chair and SEC‑defined “financial expert,” aligning skills with a critical risk oversight role .
- Attendance: No director below 75% attendance; multiple joint meetings indicate active board engagement during post‑IPO transition .
- Ownership: Holds 5,000 shares; anti‑hedging/anti‑pledging policy with no exceptions enhances alignment with shareholders .
-
Watch‑items / potential red flags
- Combined Chair/CEO structure can limit independent oversight; mitigated by the Lead Independent Director role and executive sessions, but still a structural risk to monitor .
- Audit Committee includes one non‑independent director (Dorow) under permitted standards; likely a transitional accommodation for a newly public company—monitor for full independence compliance over time .
- Director compensation appears cash‑heavy with no disclosed equity grants or performance linkage; while common at small banks, limited equity can reduce direct market alignment for directors .
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Overall implication
- Demerath’s audit expertise and leadership roles strengthen board effectiveness and investor confidence in financial oversight; structural risks (combined Chair/CEO; one non‑independent audit member) are partially offset by independent leadership mechanisms and should be revisited as the company matures post‑IPO .