Jonathan R. Littlewood
About Jonathan R. Littlewood
Jonathan R. Littlewood (age 45) is Chief Lending Officer (CLO) at First Keystone Corporation/First Keystone Community Bank, a role he has held since 2020; he joined the bank on January 7, 2008 and previously served as Business Deposit Specialist and Commercial Services Officer before promotion to CLO on August 11, 2020 . He holds a BA in Business Management from Gettysburg College and a Master’s in Applied Project Management from Villanova University; he has completed Pennsylvania Bankers Association programs and is enrolled in the ABA Stonier Graduate School of Banking . Recent company pay-versus-performance shows TSR fell from 88.45 (2022) to 68.05 (2024) and Net Income moved from $14.0 million (2022) to a loss of $(13.2) million (2024), which can influence bonus outcomes and compensation alignment for executives . FKYS currently does not grant equity awards to executive officers, and its insider trading policy does not prohibit pledging or hedging by executives—both notable for alignment and risk assessment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Keystone Community Bank | Business Deposit Specialist | Jan 7, 2008 | Early commercial/client onboarding role prior to credit leadership |
| First Keystone Community Bank | Commercial Services Officer | Sep 2008 | Progression in commercial banking responsibilities |
| First Keystone Community Bank | Chief Lending Officer | Aug 11, 2020 – Present | Leads lending function as CLO |
Fixed Compensation
| Metric ($) | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|
| Base Salary | 122,536 | 160,146 | 152,431 | 158,914 |
| All Other Compensation | 7,243 | 10,337 | 11,059 | 10,052 |
| Total Compensation | 129,929 | 171,133 | 173,790 | 179,366 |
Notes:
- 401(k) match/profit-sharing and taxable life benefit are included in “All Other Compensation” as itemized in the proxy footnotes for each year .
Performance Compensation
| Year | Incentive Type | Metric(s) | Weighting | Target | Actual/Payout |
|---|---|---|---|---|---|
| 2019 | Annual cash bonus | Not disclosed | N/A | Not disclosed | $150 |
| 2020 | Annual cash bonus | Not disclosed | N/A | Not disclosed | $650 |
| 2021 | Annual cash bonus | Not disclosed | N/A | Not disclosed | $10,300 |
| 2022 | Annual cash bonus | Not disclosed | N/A | Not disclosed | $10,400 |
Context on pay-performance alignment:
- FKYS’s Pay vs Performance shows company TSR values of 88.45 (2022), 74.35 (2023), 68.05 (2024) and Net Income of $14.0mm (2022), $5.6mm (2023), $(13.2)mm (2024), indicating a decline in shareholder returns and profitability over the period .
- FKYS does not grant equity awards to executive officers; no RSUs/PSUs/options or vesting schedules apply to Littlewood as per current policy .
Equity Ownership & Alignment
| As-Of Date | Total Beneficial Ownership (shares) | Breakdown | Ownership % of Shares Outstanding |
|---|---|---|---|
| Mar 1, 2023 | 461 | 461 in Bank 401(k) plan | —% (less than 1%) |
| Mar 20, 2024 | 599 | 6 individually; 593 in Bank 401(k) plan | —% (less than 1%) |
| Mar 3, 2025 | 705 | 6 individually; 699 in Bank 401(k) plan | —% (less than 1%) (6,218,781 shares outstanding) |
Additional alignment considerations:
- Anti-pledging/anti-hedging: The insider trading policy does not prohibit pledging or hedging by executive officers, a potential alignment red flag at many institutions .
- Stock ownership guidelines: Not disclosed in the 2023–2025 proxies; the ownership above indicates de minimis personal holdings relative to shares outstanding .
Employment Terms
- Role/tenure: CLO since 2020; officer as listed by the Board of Directors .
- Individual employment agreement: None disclosed for Littlewood in the 2023–2025 proxies; equity awards are not granted to executives under current policy .
- Benefits: Named executive officers participate in the Bank’s 401(k) (safe harbor match and discretionary profit sharing) and standard health/welfare plans on the same terms as other employees; group life insurance benefit equals 2× base salary, capped at $300,000 .
- Related party/loans: Related person transactions are stated as none material; insider lending is conducted on market terms with loans current and paid as agreed .
Compensation Committee Analysis
- Governance structure: FKYS has no separate Compensation Committee; the full Board acts as the Compensation Committee for executive officers .
- Consultants/benchmarks: No outside compensation consultant used; the Board reviewed L.R. Webber Associates’ Salary/Benefits Survey for Pennsylvania financial institutions .
- Say-on-pay and frequency: FKYS held an advisory say-on-pay vote (2023 proxy) and sought frequency guidance, recommending a triennial vote .
Performance & Track Record
- Company TSR and Net Income during recent years (for context to pay outcomes):
- TSR: 88.45 (2022), 74.35 (2023), 68.05 (2024) .
- Net Income: $14.0mm (2022), $5.6mm (2023), $(13.2)mm (2024) .
- Principal Officers table confirms Littlewood’s ongoing leadership of lending since 2020 .
Investment Implications
- Pay-for-performance risk: Cash-only incentive structure with undisclosed bonus metrics and no equity long-term incentives limits alignment with multi-year shareholder value creation; TSR and profitability deterioration in 2023–2024 suggest potential pressure on cash bonuses, but absent disclosed metrics reduces transparency .
- Ownership alignment: Very small personal stake (705 shares as of Mar-2025; —% of outstanding) and no equity award programs reduce “skin-in-the-game”; anti-pledging policy permissiveness adds governance risk if executives use shares as collateral .
- Retention dynamics: No disclosed individual employment agreement or severance/change-in-control terms for Littlewood; benefits and retirement programs are standard, implying moderate retention protections compared to peers .
- Trading signals: Proxies report Section 16 compliance but provide no Form 4 detail; absence of equity grants and small holdings suggest limited forced-selling pressure from vesting schedules, though personal 401(k) holdings can still lead to small discretionary flows .
Block quotes of key governance facts:
- “Currently, the Corporation does not grant equity awards to its executive officers.”
- “Insider Trading Policy does not prohibit… pledging… or hedging transactions” by executive officers and directors.
References: ; ; ; ; ;