Jack W. Jones
About Jack W. Jones
Jack W. Jones (age 53) is President and Chief Executive Officer of First Keystone Corporation and First Keystone Community Bank, and has served as a director since January 2025; he was appointed EVP/COO on January 6, 2025 and became CEO upon the prior CEO’s retirement on January 31, 2025 . The Board separates the CEO and Chairman roles (Chairman: Robert A. Bull), and Jones is not listed among the Board’s independent directors, indicating he is an inside director . Company performance context he inherits: cumulative TSR declined from 88.45 (2022) to 68.05 (2024) while net income fell to a loss of $(13,203) thousand in 2024 from $14,024 thousand in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Keystone Corp/Bank | President & CEO | 1/31/2025–present | Leadership transition following CEO retirement; leads bank and holding company . |
| First Keystone Corp/Bank | Executive Vice President & Chief Operating Officer | 1/6/2025–1/31/2025 | Transition period to assume CEO role . |
| Penns Woods Bancorp / Luzerne Bank | SVP & Chief Banking Officer | 1/2021–1/2025 | Senior operating leadership at regional bank; preceded CEO appointment at FKYS . |
| Luzerne Bank (division of Penns Woods) | Regional President | 9/2014–1/2025 | Market leadership experience in community banking footprint . |
External Roles
- None disclosed in company filings reviewed .
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base salary | $395,000 per year | |
| Annual bonus opportunity | Discretionary; “entitled to be considered for bonuses each year” (no target % disclosed) | |
| Benefits/perquisites | Club dues and monthly business development expenses (country/business clubs); Bank-provided automobile and reimbursements; standard employee benefit plans |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Not specified (discretionary) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual cash, if awarded |
| Equity awards (RSUs/PSUs/Options) | Not applicable – company states it does not grant equity awards to executive officers currently | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 0 | As of March 3, 2025; beneficial ownership table lists Jones with “—” shares . |
| Shares outstanding (for context) | 6,218,781 | As of March 7, 2025 . |
| Ownership as % of outstanding | 0.00% | Calculated from 0 shares/6,218,781 shares . |
| Vested vs. unvested equity | N/A | No equity award program for executives per proxy . |
| Options (exercisable/unexercisable) | None disclosed | No equity awards granted currently . |
| Pledged shares | None (no holdings) | Policy does not prohibit pledging/hedging by executives/directors . |
| Hedging policy | Hedging and pledging are not prohibited | Potential alignment risk . |
| Stock ownership guidelines | Not disclosed | No guidelines disclosed in proxy . |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date | Appointed EVP/COO 1/6/2025; becomes President & CEO 1/31/2025 | |
| Contract term | Initial 4-year term from 1/6/2025; auto-renews in successive 4-year terms unless 180 days’ notice of non-renewal | |
| Non-compete / confidentiality | Subject to customary confidentiality and non-competition provisions | |
| Severance (without Cause; no Change in Control) | 6 months of base salary paid monthly; up to 1 year continuation of health/welfare benefits for executive and spouse | |
| Good Reason separation | Remaining base salary for rest of employment period, paid monthly; floor 2.0x and cap 2.99x base salary; up to 2 years benefits continuation | |
| Change-in-control (CIC) severance | If terminated without Cause within 2 years after CIC: lump sum 1.5x base salary; if CIC occurs ≥2 years after commencement: lump sum up to 2.99x base salary; up to 2 years benefits continuation |
Board Service and Governance
- Board service: Director since January 2025; nominated as Class B director with term to expire 2028 .
- Independence: Board lists independent directors (Bower, Jezewski, Marr, Rinehart, Saracino); Jones is not included, reflecting inside director status .
- Leadership structure: Roles of CEO and Chairman are separated; Chairman is Robert A. Bull (Chair since 2017) .
- Committees: Corporate Board has only an Audit Committee (independent members: Marr—Chair, Jezewski, Rinehart, Saracino); there is no formal Compensation or Nominating Committee—entire Board handles nominations and executive compensation .
- Bank-level committees: Human Resources Committee determines comp for non-executives; entire Board acts as Compensation Committee for executives .
- Board activity: 19 Board meetings held in 2024; all directors met at least 75% attendance (pre-dates Jones’ board tenure) .
Compensation Committee Analysis
- Structure: No formal Compensation Committee; entire Board determines executive compensation, citing company size and stability as rationale—can raise independence concerns given CEO also serves on the Board .
- Consultant usage: No external compensation consultant in 2024; Board referenced L.R. Webber Associates’ 2024 Salary/Benefits for Financial Institutions Survey .
- Equity usage: Company currently does not grant equity awards to executive officers—reduces dilution but weakens direct pay-for-performance linkage via equity .
- Anti-hedging/pledging: Policy does not prohibit pledging or hedging by executives/directors—an alignment red flag relative to governance best practices .
Related Party Transactions and Other Risks
- Related party / insider lending: No material related-party transactions; insider/director loans conducted on market terms; aggregate commitments to the group disclosed with all loans current .
- Executive transitions: CEO retirement effective 1/31/2025 with Jones’ appointment, and CFO retirement effective 12/31/2024 (interim CFO appointed) — indicative of leadership transition risk .
Say‑on‑Pay and Shareholder Feedback
- Practice: The company includes advisory say‑on‑pay votes and adheres to triennial frequency recommendations; Board recommended “FOR” say‑on‑pay and for a three‑year frequency in prior cycles (no approval percentages disclosed) .
Performance Context (Pay vs. Performance disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (start-of-year $100 basis) | 88.45 | 74.35 | 68.05 |
| Net Income ($ thousands) | 14,024 | 5,560 | (13,203) |
Investment Implications
- Alignment and ownership: With zero reported beneficial ownership as of March 2025 and no executive equity grant program, direct alignment to shareholder value via equity is limited; policy permitting pledging/hedging further weakens alignment .
- Retention and change-in-control economics: Strong contractual protections (Good Reason floor 2.0x to cap 2.99x; CIC up to 2.99x plus up to two years of benefits) support retention but could increase costs in strategic scenarios and may be viewed as shareholder-unfriendly if performance remains weak .
- Oversight risk: Absence of a formal compensation committee and reliance on the full Board for executive pay decisions adds governance risk—mitigated partially by a separate independent Chairman and an independent Audit Committee .
- Execution risk and turnaround: Jones inherits a challenging backdrop of declining TSR and negative 2024 net income; initial focus will likely be on credit quality, margin, and expense discipline to restore profitability—investors should monitor early disclosures for defined performance metrics tied to any bonus determinations and any movement toward long-term equity incentives .