Elaine A. Woodland

About Elaine A. Woodland

Elaine A. Woodland (age 66) is a director of First Keystone Corporation/First Keystone Community Bank; she served as President & CEO from September 2018 until January 31, 2025 and has been a director since September 2018 . Prior roles include Treasurer of the Corporation and Chief Operating Officer of the Bank (2014–2018) and Director of Lending (2010–2014), reflecting deep operating and credit leadership experience . The 2025 proxy classifies Audit Committee members as independent but does not explicitly state Woodland’s independence status; she is not listed as an Audit Committee member .

Past Roles

External Roles

Board Governance

• Board structure: Only an Audit Committee at the Corporation level; no formal nominating or compensation committees (the full Board handles director selection and executive compensation) .
• Audit Committee: Members in 2024 were Nancy J. Marr (Chair), Michael L. Jezewski, William E. Rinehart, and David R. Saracino; all determined independent; the committee met seven times in 2024 .
• Bank committees: Woodland served on Trust, ALCO, Marketing, Loan Administration, Human Resources, Executive, Building, and IT committees in 2024; she is not denoted as chair for any of these committees. Meetings held in 2024: Trust (4), ALCO (4), Marketing (4), Loan Administration (4), Human Resources (1), Executive (1), IT (4) .
• Attendance: The Corporation’s Board held 19 meetings in 2024; each director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Independence disclosure: The proxy identifies Audit Committee members as independent but does not explicitly classify Woodland’s independence; she retired as CEO on Jan 31, 2025 and continues as a director (Class C, term expiring 2026) .
• Anti-pledging/hedging: Insider Trading Policy does not prohibit directors/executives from pledging or engaging in hedging transactions, a governance-negative signal .

Fixed Compensation

2024–2023 Executive (PEO) Compensation

• All Other Compensation (2024) detail: $13,800 401(k) match; $11,459 401(k) profit sharing; $3,367 personal use of company car; $1,680 taxable life benefit .
• SERP: Salary continuation agreement provides $2,083 per month for 180 consecutive monthly payments commencing after age 63 and/or termination; benefit is fixed and not subject to change .

Director Pay Structure (non-employee directors, 2024)

• Annual Meeting attendance fee: $1,000 .
• Bank director compensation: $44,000 per director including regularly scheduled Board and Committee meetings and yearly retainer, paid monthly; additional Board meetings $1,000; additional Committee meetings $400 .
• Stipends: Chairman $7,000; Vice Chairman $3,500; Secretary $2,500; each Committee Chair $1,000 .
• 2024 Directors’ Compensation Table shows cash-only compensation (no stock or option awards) for non-employee directors .

Performance Compensation

• No explicit performance metrics (e.g., revenue growth, EBITDA, TSR targets) tied to executive pay are disclosed; in 2024 no compensation consultant set pay, and the Board reviewed a regional compensation survey (L.R. Webber) for context .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and operational expertise from progressive leadership (Director of Lending → COO/Treasurer → CEO), indicating strong credit, operations, and banking market knowledge .
• Extensive committee engagement across Bank operational committees (Trust, ALCO, Marketing, Loan Administration, HR, Executive, Building, IT) .

Equity Ownership

• Insider trading history: On December 21, 2020, Woodland purchased 1,000 FKYS shares at $18.45 in an open market transaction .
• Policy risk: Company permits pledging and hedging of company securities by directors/executives; no pledging by Woodland is disclosed in the proxy .

Governance Assessment

• Strengths

  • Deep operating, lending, and treasury background; long-tenured knowledge of FKYS’s markets and credit .
  • Heavy committee engagement at the Bank (Trust, ALCO, Loan Administration, HR, Executive, Building, IT), indicating high governance involvement .
  • Board-level attendance: 19 meetings held in 2024; all directors attended ≥75% and the Annual Meeting, supporting engagement .
  • Audit Committee independence clearly documented (independent members and chair), with seven meetings in 2024 .

• Concerns/RED FLAGS

  • CEO-to-director transition: Proxy does not explicitly classify Woodland as independent; she served as CEO through Jan 31, 2025, which often affects independence under exchange standards (noted for investor scrutiny) .
  • No nominating or compensation committees; full Board sets executive pay and director nominations, increasing potential conflicts and reducing formal governance controls .
  • Anti-pledging/hedging policy allows pledging and hedging by directors/executives, misaligned with best-practice alignment policies .
  • Family relationship on Board (Chairman’s daughter is a director), elevating related-party sensitivity and independence optics .
  • Pay structure signals: Non-employee directors compensated in cash only with no equity grants in 2024; limited long-term alignment through director equity compensation .

• Additional notes

  • Independence determinations consider loan transactions involving directors/families and nonprofit contributions; specific related-party transactions are not detailed, but the framework warrants monitoring .
  • SERP for Woodland provides fixed monthly benefits; while standard for banking executives, investors should assess cumulative obligations amid negative 2024 net income and declining TSR .

Committee Assignment Detail (Bank)

Insider Trades (Selected)

Independence, Attendance, and Engagement Summary

• Audit Committee independence is documented (members and chair), but Woodland is not included among independent Audit Committee members .
• Directors attended at least 75% of meetings; all attended the 2024 Annual Meeting .
• Woodland’s broad committee participation at the Bank demonstrates engagement, though she holds no committee chair roles .

Director Compensation Mix and Ownership Alignment

• Director compensation for non-employee directors in 2024 was cash-only (no equity or options), with meeting fees and stipends; equity alignment mechanisms for directors are limited .
• Anti-hedging/pledging allowance heightens misalignment risk; no director stock ownership guidelines are disclosed in the proxy .

Employment & Contracts (Executive History)

• Retirement: Woodland retired as employee and CEO effective January 31, 2025; successor Jack W. Jones named and joined Jan 6, 2025 .
• SERP: Fixed $2,083 per month for 180 months commencing after age 63 and/or termination; benefit not subject to change .

Compensation Committee Analysis

• Committee structure: No formal Compensation Committee; full Board acts as Compensation Committee .
• Consultant: No compensation consultant played a role in 2024; Board reviewed L.R. Webber Associates’ regional salary/benefits survey for context .
• Risk assessment: In early 2023, the Board concluded compensation programs are balanced and not reasonably likely to have a material adverse effect on the Bank .

Overall investor takeaway: Woodland brings strong operating and credit expertise with high committee engagement. However, the CEO-to-director transition with no explicit independence designation, permissive anti-pledging/hedging policy, and absence of formal nominating/compensation committees present governance risk factors that merit ongoing monitoring, particularly in light of negative 2024 net income and declining TSR .