Michael L. Jezewski
About Michael L. Jezewski
Michael L. Jezewski (age 67) is an independent Class A director of First Keystone Corporation, serving since May 2018 with his current term expiring in 2027; he is President/owner of Delta Electrical Systems, Inc. (≈40 years) and Eastern Capital Holdings, LLC (≈17 years), bringing electrical contracting and real estate development experience relevant to business management and real estate lending in FKYS’s markets . He is designated independent under SEC standards and, as an independent director, serves on the Corporation’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Electrical Systems, Inc. | President & Owner | ~40 years | Brings operating experience to lending/real estate oversight |
| Eastern Capital Holdings, LLC | Owner | ~17 years | Real estate development experience relevant to market lending |
External Roles
| Entity | Type | Role | Notes |
|---|---|---|---|
| Other public company boards | Public | None disclosed | No other public directorships disclosed in proxy biography |
Board Governance
- Independence and board structure: FKYS has 10 directors; Jezewski is one of five directors the Board deems independent; only independent directors serve on the Audit Committee (he is a member) .
- Audit Committee: Member; the Audit Committee met seven times in 2024; designated “financial expert” directors are Nancy J. Marr (Chair) and David R. Saracino (Jezewski is not designated a financial expert) .
- Bank-level committees: He serves on Trust, Asset/Liability (ALCO), Human Resources, and Building; he chairs the IT Committee; 2024 meetings held: Trust (4), ALCO (4), Human Resources (1), IT (4); Building meetings not listed .
- Attendance and engagement: The Board met 19 times in 2024; every director attended at least 75% of the combined board and committee meetings and all directors attended the 2024 Annual Meeting .
- Committee landscape: FKYS has no formal Nominating or Compensation Committee at the Corporation level; the full Board handles these functions (a consideration for governance process) .
- Anti-hedging/pledging: FKYS’s insider trading policy does not prohibit directors from pledging or hedging company stock (investor-alignment risk) .
Committee Assignments (2024)
| Committee | Body | Role | 2024 Meetings |
|---|---|---|---|
| Audit | Corporation | Member | 7 |
| Trust | Bank | Member | 4 |
| Asset/Liability (ALCO) | Bank | Member | 4 |
| Human Resources | Bank | Member | 1 |
| Building | Bank | Member | — |
| Information Technology (IT) | Bank | Chair | 4 |
Fixed Compensation
| Name | Year | Fees Earned in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Non-Qualified Deferred Comp Earnings ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Michael L. Jezewski | 2024 | 46,000 | — | — | — | — | — | 46,000 |
- Structure details: In 2024, Bank directors received $44,000 covering regularly scheduled Board and committee meetings and a yearly retainer paid monthly; additional Board meetings were $1,000; additional Committee meetings $400; each Committee Chair received a $1,000 stipend; the Chairman, Vice Chairman, and Secretary received stipends of $7,000, $3,500, and $2,500, respectively .
Performance Compensation
- Equity/performance-linked pay: No stock awards, option awards, or non-equity incentive compensation were disclosed for directors in 2024; director pay was entirely cash-based .
- Performance metrics: No performance metrics tied to director compensation were disclosed .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlocks/Conflicts Notes |
|---|---|---|---|
| Delta Electrical Systems, Inc. | Private | President & Owner | Potential bank customer; Board independence determinations considered director/family/business loans; loans to directors/officers and affiliates are on market terms |
| Eastern Capital Holdings, LLC | Private | Owner | Same as above; no material related-party transactions disclosed beyond ordinary-course banking relationships |
| Family ties on Board (context) | — | — | Board notes Whitney B. Holloway is the daughter of Chairman Robert A. Bull (not related to Jezewski) |
Expertise & Qualifications
- Business and industry: Extensive electrical contracting and real estate development leadership, informing board oversight of business management and real estate lending in FKYS’s markets .
- Financial oversight: Audit Committee member but not designated an “audit committee financial expert” (those designated are Marr and Saracino) .
Equity Ownership
| Category (as of March 3, 2025) | Shares |
|---|---|
| Directly held | 43,967 |
| Held as custodian for son | 305 |
| Total beneficial ownership | 44,272 |
| Ownership as % of outstanding (6,218,781 shares) | <1% |
- Section 16(a) compliance: The Company states officers/directors were in compliance with beneficial ownership reporting requirements for 2024 .
Governance Assessment
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Positives: Independent director with multi-decade operating experience; active committee load including Audit and chairing the Bank’s IT Committee; met attendance expectations; ownership of 44,272 shares aligns, in part, with shareholder interests .
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Watch items / RED FLAGS:
- Anti-hedging/anti-pledging gap: Policy does not prohibit directors from pledging or hedging, weakening alignment safeguards (RED FLAG) .
- Committee structure: Absence of formal Nominating and Compensation Committees at the Corporation level can concentrate decision-making in the full Board, which may be less independent than specialized committees .
- Related-party credit exposure context: As is common in community banking, aggregate loans to directors/executives/affiliates totaled ~$13.651 million (≈12.78% of equity) on market terms; the Board considered such relationships in independence determinations (monitor for any changes or concentration) .
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Overall implication: Jezewski’s operational and real estate background, Audit Committee role, and IT Committee chairmanship support board effectiveness, but absence of equity-based director pay and allowance of pledging/hedging modestly dilute alignment; continued monitoring of related-party credit exposure policies and committee structures is warranted .