D. Matthew Bower
About D. Matthew Bower
D. Matthew Bower (age 43) is an independent director of First Keystone Corporation (FKYS). He is President of Don E. Bower, Inc., an excavation contracting company in Berwick, PA, with over 22 years of leadership experience; he was appointed to the FKYS Board in January 2020, and serves within the classified board structure as a Class C director with term expiring in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Don E. Bower, Inc. | President | Over 22 years | Management and leadership background cited by FKYS Board as qualification |
External Roles
- No other public company directorships disclosed in FKYS proxy biographies for Bower .
Board Governance
- Independence: The Board identifies Bower as independent under SEC standards .
- Board attendance: Corporation’s Board held 19 meetings in 2024; all directors attended at least 75% of combined Board and committee meetings and attended the 2024 Annual Meeting .
- Audit Committee: Only independent directors serve; members in 2024 were Marr (Chair), Jezewski, Rinehart, and Saracino. Bower is not listed as a member .
- Committee responsibilities (Bank-level committees): Bower serves on Trust, Marketing, Loan Administration, Human Resources, Executive, Building, and IT; he is Chair of the Building Committee. Committee meetings in 2024: Trust (4), ALCO (4), Marketing (4), Loan Administration (4), Human Resources (1), Executive (1), Building (— reported), IT (4) .
Committee Assignments
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Trust | Member | — | 4 |
| ALCO | — | — | 4 |
| Marketing | Member | — | 4 |
| Loan Administration | Member | — | 4 |
| Human Resources | Member | — | 1 |
| Executive | Member | — | 1 |
| Building | Member | Chair | — (no meetings reported) |
| IT | Member | — | 4 |
Note: Corporation does not have formal nominating or compensation committees; the full Board handles nominations and executive compensation. The Bank’s HR committee determines compensation for non-executives .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 47,800 | 47,200 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive Plan Compensation ($) | — | — |
| Deferred Compensation Earnings ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 47,800 | 47,200 |
- Structure: In 2024, directors received $44,000 for Bank board and committee service distributed via monthly retainer; $1,000 per additional Board meeting; $400 per additional Committee meeting; Committee Chair stipends $1,000; Chairman $7,000; Vice Chair $3,500; Secretary $2,500; $1,000 for attending the Annual Meeting . In 2023, structure and amounts were consistent; aggregate Board fees totaled $429,000 vs. $421,000 in 2024 .
Performance Compensation
- No performance-based compensation for directors is disclosed (no equity awards, options, or non-equity incentives in the Director Compensation Table for Bower) .
| Performance Metric | 2023 | 2024 |
|---|---|---|
| RSUs/Stock Awards | — (none disclosed) | — (none disclosed) |
| Options (grants, exercises) | — (none disclosed) | — (none disclosed) |
| Cash Incentives (formulaic/discretionary) | — (none disclosed) | — (none disclosed) |
Other Directorships & Interlocks
- None disclosed for Bower .
- Board-level familial relationship: Whitney B. Holloway is the daughter of Chairman Robert A. Bull (board context, not Bower-specific) .
Expertise & Qualifications
- Background: President of Don E. Bower, Inc.; strong management and leadership skills highlighted by the Board .
- Audit Committee financial expert designation: Not assigned to Bower; Marr and Saracino are designated “financial experts” .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership Form | % of Outstanding |
|---|---|---|---|
| March 20, 2024 | 4,485 | Not detailed in 2024 table | — % (less than 1%) |
| March 3, 2025 | 6,408 | Jointly with spouse | — % (less than 1%) |
- Group insider ownership: All directors and named executive officers as a group owned 11.21% in 2024 and 11.07% in 2025 .
- Pledging/hedging policy: The Company’s Insider Trading Policy does not prohibit directors and executive officers from pledging or hedging Company securities (potential alignment risk) .
Governance Assessment
- Independence and engagement: Bower is independent and meets baseline attendance expectations; serves across multiple Bank committees and chairs the Building Committee. However, the Building Committee reported no meetings in 2024, which may indicate limited activity in that area .
- Compensation alignment: Director pay is entirely cash with no equity grants, options, or performance-based compensation, reducing direct alignment with long-term shareholder returns relative to peers that use equity retainer programs .
- Ownership: Bower increased reported beneficial ownership from 4,485 to 6,408 shares year-over-year, held jointly with spouse; still below 1% of shares outstanding, indicating modest personal stake .
- Board structure and processes: Absence of formal nominating or compensation committees places nomination and executive pay decisions with the full Board, which can raise process rigor questions versus independent committee oversight (mitigated by independent Audit Committee structure) .
- Related party exposure: No material related-party transactions disclosed; the Bank extends ordinary-course loans to directors/executives and their affiliates, with $13.651 million outstanding/committed at 12/31/2024 (~12.78% of equity capital) and all current as agreed—an operational norm for community banks, but investors should monitor concentration and terms .
- RED FLAGS:
- Anti-pledging/anti-hedging gap: Directors and executives are not prohibited from pledging/hedging Company stock, potentially undermining alignment and risk management .
- Board-level family relationship (Chairman’s daughter on Board) can present perceived conflicts in governance processes, though not directly tied to Bower .
- No formal compensation committee; full Board determines executive pay (process rigor risk for pay-for-performance governance) .
Overall, Bower’s independence, broad committee participation, and local operating experience support board effectiveness for FKYS’s community banking focus. Key investor considerations include the cash-only director compensation model, permissive pledging/hedging policy, and reliance on full Board for nominations and executive compensation oversight .