Michelle M. Karas
About Michelle M. Karas
Michelle M. Karas, age 59, joined First Keystone Corporation (FKYS) and First Keystone Community Bank as Senior Vice President and Chief Operating Officer on August 13, 2025, with an initial annual salary of $190,000 . She previously served as Senior Vice President, Chief Data Officer, and Corporate Secretary at Penns Woods Bancorp, Inc. since February 2012, bringing senior data governance and corporate administration experience to FKYS . FKYS does not grant equity awards to executive officers, relying on cash-based compensation and standard employee benefits . Company performance context: cumulative TSR declined and net income deteriorated from 2022–2024, framing a more challenging operating backdrop for 2025 execution—TSR (value of $100 investment) moved from 88.45 (2022) to 74.35 (2023) to 68.05 (2024), and net income shifted from $14,024k (2022) to $5,560k (2023) to $(13,203)k (2024) ; the pay-vs-performance narrative cites a 23.06% TSR decrease and a 194.15% decrease in net income over 2022–2024 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR (value of $100 investment) | 88.45 | 74.35 | 68.05 |
| Net Income ($USD thousands) | 14,024 | 5,560 | (13,203) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penns Woods Bancorp, Inc. | Senior Vice President, Chief Data Officer, and Corporate Secretary | 2012–2025 | Senior data and corporate governance leadership; detailed impact not disclosed |
External Roles
No public company directorships or external board roles for Ms. Karas are disclosed in the available FKYS filings reviewed .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $190,000 initial annual salary | Effective upon joining Aug 13, 2025 |
| Health & Welfare Plans | Group life, disability, vision, dental, health insurance; Section 125 plan available to all employees | Named executive officers participate under same terms as employees |
| Group Life Insurance | Death benefit: 2x base salary, capped at $300,000 | Applies under group policy terms |
| 401(k) Safe Harbor | Match: 100% of first 3% deferral + 50% of next 2% deferral | Discretionary profit sharing may be made annually |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Not disclosed for Ms. Karas | — | — | — | — |
| RSUs/PSUs | Not granted (company does not grant equity awards to executive officers) | — | — | — | — |
| Stock Options | Not granted (company does not grant equity awards to executive officers) | — | — | — | — |
- Policies and Practices Related to Equity Awards: FKYS does not grant equity awards to executive officers and thus has no timing policy for options/SARs .
Equity Ownership & Alignment
| Item | Status | Detail |
|---|---|---|
| Total Beneficial Ownership | Not disclosed for Ms. Karas as of March 3, 2025 | The beneficial ownership table lists directors and certain NEOs; Ms. Karas is not included |
| Ownership as % of Shares Outstanding | Not disclosed | Shares outstanding: 6,218,781 as of March 3, 2025 for table calculations |
| Vested vs Unvested Shares | Not applicable | No equity awards for executive officers |
| Options (Exercisable/Unexercisable) | Not applicable | No options granted |
| Hedging/Pledging | Allowed under policy | Insider Trading Policy does not prohibit pledging or hedging by executive officers/directors |
| Stock Ownership Guidelines | Not disclosed | — |
Employment Terms
| Term | Disclosed Status | Details |
|---|---|---|
| Employment Start Date | Disclosed | Joined FKYS/Bank as SVP & COO on Aug 13, 2025 |
| Contract Term Length | Not disclosed | — |
| Severance (Salary+Bonus Multiples) | Not disclosed | — |
| Change-of-Control Provisions | Not disclosed | — |
| Non-Compete/Non-Solicit | Not disclosed | — |
| Auto-Renewal, Garden Leave, Consulting | Not disclosed | — |
- 8-K confirms appointment, role, age, and salary; no employment agreement terms for Ms. Karas are described in that filing .
- Governance context: The Board serves as the Compensation Committee, without a formal charter; no compensation consultant in 2024, using L.R. Webber Associates’ survey for benchmarking .
Performance & Track Record
- Prior experience: Senior leadership in data management and corporate secretary functions at a regional bank since 2012 .
- FKYS performance backdrop during 2022–2024: TSR declined by 23.06% and net income decreased by 194.15% per proxy pay-versus-performance disclosure ; table values provided above .
Related Party Transactions and Risk Indicators
- Related party transactions: No material transactions with executive officers/directors; ordinary-course lending to insiders and affiliates with current loans outstanding and paid as agreed .
- Hedging/Pledging: Policy permissive, allowing executives/directors to hedge or pledge company securities (potential alignment risk) .
- Clawback Provisions: Not disclosed in reviewed filings .
Compensation Committee Analysis
- Structure: Board acts as Compensation Committee for the Bank (no formal charter) .
- Process: CEO provides information for setting other NEO compensation; CEO excluded from discussion of her own compensation .
- Benchmarking: Utilized L.R. Webber Associates’ Salary/Benefits survey for financial institutions in Pennsylvania in 2024; no external consultant retained .
- Program Risk Assessment: Board-conducted assessment early 2023 concluded program is balanced and not likely to have a material adverse effect .
Investment Implications
- Alignment: Absence of equity awards for executive officers reduces near-term insider selling pressure but weakens long-term alignment to shareholder returns; hedging/pledging permissiveness is a governance red flag for alignment quality .
- Transparency: Ms. Karas’ employment terms (bonus targets, severance, change-of-control) are not disclosed, limiting clarity on pay-for-performance and retention economics .
- Backdrop: Company TSR and net income trends from 2022–2024 were negative, raising execution demands on operations leadership entering 2025; TSR down 23.06% and net income down 194.15% in that period .
- Governance process: Compensation oversight centralized at the Board level using regional survey data without a formal compensation committee or consultant, which may constrain sophisticated pay-for-performance design relative to peers .