Mark J. McDonald
About Mark J. McDonald
Mark J. McDonald is Chief Credit Officer of First Keystone Community Bank, serving in this role since 2012; he is 61 years old as of March 3, 2025 . He held 1,974 FKYS shares as of March 3, 2025 (250 individually, 20 jointly with his children, 1,704 in his Bank 401(k)), representing less than 1% of outstanding shares . FKYS reported 2024 net loss of $13.2 million and a cumulative TSR value of $68.05 (on a $100 base) for 2024, down from $88.45 in 2022, contextualizing a challenged pay‑vs‑performance environment for management incentives . Executive compensation is set by the full Board (no standalone comp committee), and the company does not currently grant equity awards to executive officers, shaping a predominantly cash-based, fixed-pay structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Keystone Community Bank | Chief Credit Officer | 2012–Present | Not disclosed in proxy filings |
External Roles
- None disclosed for Mr. McDonald in the company’s proxy statements .
Fixed Compensation
Multi-year cash compensation (no equity awards are granted to executive officers):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $165,100 | $169,785 | $176,576 |
| Bonus (annual cash) | $10,400 | $4,210 | $200 |
| All Other Compensation | $13,575 (401k match, profit sharing, taxable life benefit) | $14,160 (401k match, profit sharing, taxable life benefit) | $14,354 (401k match $7,071; profit sharing $5,303; taxable life benefit $1,980) |
| Total Compensation | $189,075 | $188,155 | $191,130 |
Additional details:
- Employer retirement contributions credited to Mr. McDonald’s 401(k) accounts: $12,180 (2023) and $12,374 (2024) within the broader plan totals .
- Executive officers’ beneficiaries receive group life insurance equal to two times base salary, capped at $300,000 .
Performance Compensation
The company does not maintain an equity incentive program for executive officers and does not disclose formulaic annual incentive metrics or weightings for Mr. McDonald; cash bonuses paid appear discretionary and small relative to salary .
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (McDonald) | Not disclosed | Not disclosed | Not disclosed | 2022: $10,400; 2023: $4,210; 2024: $200 | Cash; no vesting disclosed |
| Long-Term Equity (RSUs/PSUs/Options) | N/A (no equity grants to execs) | N/A | N/A | None granted | N/A |
Contextual performance (company-level):
- Pay-versus-performance disclosures show TSR value-of-$100 and Net Income trend: 2022 TSR $88.45; 2023 $74.35; 2024 $68.05; Net Income: $14,024k (2022), $5,560k (2023), $(13,203)k (2024) .
Equity Ownership & Alignment
| Ownership Detail | 2024 | 2025 |
|---|---|---|
| Total Beneficially Owned Shares | 1,690 (250 individually; 20 jointly with children; 1,420 in 401(k)) | 1,974 (250 individually; 20 jointly with children; 1,704 in 401(k)) |
| Percent of Shares Outstanding | <1% (—% disclosed) | <1% (—% disclosed) |
| Options (exercisable/unexercisable) | None disclosed | None disclosed |
| Unvested RSUs/PSUs | None disclosed (company does not grant equity awards to execs) | None disclosed (company does not grant equity awards to execs) |
| Shares Pledged as Collateral | Not disclosed for McDonald; policy does not prohibit pledging/hedging | Not disclosed for McDonald; policy does not prohibit pledging/hedging |
Notes and alignment considerations:
- The Insider Trading Policy does not prohibit pledging or hedging by executive officers or directors (potential alignment red flag if used), but no pledging by Mr. McDonald is disclosed .
- No equity grants and limited personal holdings imply minimal vesting-related selling pressure but also limited equity-based alignment .
Employment Terms
- Role/tenure: Chief Credit Officer since 2012; executive officers are elected by and hold office at the discretion of the Board .
- Employment agreement: The proxy discloses an employment agreement for the CEO (Jack W. Jones, hired January 6, 2025) but no individual employment, severance, or change-of-control agreement for Mr. McDonald .
- Benefits: Participation in the Safe Harbor 401(k) plan (100% match on first 3% and 50% on next 2%), discretionary profit sharing, standard health/welfare plans; life insurance benefit equal to 2x salary (cap $300,000) .
- Clawback/ownership guidelines: Not disclosed for executive officers; Board sets compensation without a separate compensation committee .
Investment Implications
- Pay-for-performance alignment: Mr. McDonald’s compensation is predominantly fixed (salary) with de minimis cash bonuses and no equity; given TSR and Net Income declines, the absence of disclosed performance metrics or equity at-risk weakens direct incentive alignment to shareholder outcomes .
- Selling/overhang dynamics: With no equity grants and modest personal holdings, there is little vesting-driven selling pressure or option overhang from Mr. McDonald; however, policy allowing hedging/pledging (if used) would dilute alignment, although no pledging is disclosed for him .
- Retention risk: No disclosed individual severance or change-of-control protections for Mr. McDonald suggests limited contractual retention mechanisms versus peers; executives serve at the Board’s discretion, and benefits are standard (401(k), health) .
- Governance/process: Compensation is determined by the full Board (no standalone compensation committee), and the company relies on survey data rather than an external comp consultant—typical for a smaller bank but offers less structural rigor than larger peers .
Net: For trading and compensation signals, Mr. McDonald’s profile suggests low equity-driven selling risk but also limited equity-based alignment; watch for any future shift to equity awards or policy changes on hedging/pledging to improve alignment, and monitor company fundamentals given recent net losses in 2024 when assessing incentive outcomes .