Nancy J. Marr
About Nancy J. Marr
Nancy J. Marr, CPA, SM (age 62), is an independent director of First Keystone Corporation and the Bank, serving since February 2017. She is the Founder and President Emerita of Marr Development, Inc., a full-service construction company in Bloomsburg, PA, and is designated by the Board as an “audit committee financial expert.” She chaired the Corporation’s Audit Committee in 2024 and is nominated to continue as a Class B director through the 2028 term .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marr Development, Inc. | Founder and President Emerita | Not disclosed | Brings real estate development and accounting expertise relevant to credit, collateral, and risk oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in FKYS proxy materials for Ms. Marr . |
Board Governance
- Independence: The Board determined Nancy J. Marr is independent under SEC standards; only independent directors serve on the Audit Committee .
- Financial expert: The Board designated Ms. Marr as an “audit committee financial expert” .
- Committee leadership: Audit Committee Chair (Corporation) for 2024; Audit met 7 times in 2024 and 5 times in 2023 .
- Attendance: In 2024, the Board held 19 meetings; each director attended at least 75% of total Board and committee meetings, and all directors attended the 2024 Annual Meeting .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Audit Committee role (Corporation) | Member (Committee chaired by D.R. Saracino) | Chair |
| Audit Committee meetings | 5 meetings | 7 meetings |
| Bank committee memberships (illustrative) | Trust; ALCO (Chair); Loan Administration; Human Resources; Executive; IT | Trust; ALCO; Loan Administration; Human Resources; Building; (IT per roster) |
Board structure/context: The Board has no separate nominating or compensation committees; the full Board handles director nominations and executive compensation (size and history cited). This is atypical among larger peers and concentrates oversight at the Board level .
Fixed Compensation
- Directors are paid entirely in cash; no stock or options are granted to directors. The Bank pays a combined retainer covering Board and committee duties; additional meeting fees and modest role stipends apply (Chairman $7,000; Vice Chair $3,500; Secretary $2,500; committee chairs $1,000) .
- Ms. Marr’s reported cash fees were stable year over year.
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 46,400 | 46,400 |
| Stock Awards | — | — |
| Option Awards | — | — |
| Non-Equity Incentive Plan Compensation | — | — |
| All Other Compensation | — | — |
| Total | 46,400 | 46,400 |
Compensation program mechanics (directors):
- Corporate Annual Meeting attendance fee: $1,000 (other corporate meetings run concurrently with the Bank board) .
- Bank retainer and meeting/committee fees included in the $44,000 director compensation pool per director for 2024; similar structure in 2023 .
Performance Compensation
- No equity or performance-linked director compensation disclosed (no stock awards, options, or non-equity incentive plan pay reported for directors) .
| Performance Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual equity grant (RSU/PSU) | $0 | $0 | No director equity awards disclosed. |
| Stock options | $0 | $0 | None disclosed. |
| Cash incentive tied to metrics | $0 | $0 | None disclosed. |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other public company boards (Ms. Marr) | None disclosed in FKYS proxy . |
| Board interlock context | The Board discloses a family relationship: Director Whitney B. Holloway is the daughter of Chairman Robert A. Bull (board-level independence consideration) . |
Expertise & Qualifications
- CPA designation; audit committee financial expert (financial statements, internal controls, audit committee functions) .
- Founder/President Emerita of a construction company with local real estate expertise (credit, collateral, market) .
- Independent status under SEC standards; experience aligns with Audit leadership .
Equity Ownership
| Measure | As of | Amount |
|---|---|---|
| Shares beneficially owned (direct/indirect) | Mar 3, 2025 | 17,193 shares (held individually) |
| Ownership % of outstanding | Mar 3, 2025 | “—%” (less than 1%) based on 6,218,781 shares outstanding |
| Pledged shares | — | Not disclosed in proxy; note policy on pledging below . |
| Section 16 filings | 2024 | Company reports officers and directors were in compliance with Section 16(a) filing requirements in 2024 . |
Insider Trades
| Period | Form 3/4/5 Transactions Noted in Proxy | Notes |
|---|---|---|
| 2024 | Not disclosed in proxy | Company reports Section 16(a) compliance for officers and directors; transaction-level detail not itemized in the proxy . |
Governance Assessment
Strengths
- Independent director and Audit Committee financial expert; chaired Audit in 2024, with active committee cadence (7 meetings) supporting robust financial oversight .
- Consistent attendance: at least 75% of combined Board/committee meetings; full Board attendance at the 2024 Annual Meeting .
- Relevant domain expertise (construction/real estate) complements credit and risk oversight in a community bank context .
Risks and RED FLAGS
- Anti-hedging/pledging: Insider Trading Policy does not prohibit directors from pledging or hedging company stock—misalignment risk for investors if significant positions are pledged or hedged (policy-level weakness) .
- Committee structure: No separate nominating or compensation committees; full Board oversees nominations and executive pay—concentration risk and potential conflicts in governance processes .
- Family relationship on Board: Director Holloway is the daughter of the Chairman—raises independence/perception concerns (board-level) .
- Related-party banking relationships: While the Board considered director and family loans when assessing independence and reports no material related-party transactions, aggregate director/officer/family/affiliates loans totaled ~$13.65 million at 12/31/2024 (12.78% of total equity capital), made on market terms; still a monitoring point for credit risk and optics .
Board/Bank Committee Engagement (Bank context)
- Ms. Marr served on multiple Bank committees including Trust, ALCO (Chair in 2023), Loan Administration, Human Resources, Building/IT—broad exposure to asset-liability management, credit, and operational oversight .
Director Compensation Alignment
- All-cash compensation with no equity reduces long-term ownership alignment for directors. Director fees for Ms. Marr remained flat at $46,400 in both 2023 and 2024; no equity grants reported .
Shareholder Signals
- Pay vs. performance disclosure at the company level shows TSR and net income declines through 2024; while not director-specific, governance emphasis on audit rigor is pertinent amid earnings pressure .
Overall Implication
- Ms. Marr’s audit leadership, independence, and financial expertise bolster audit and risk oversight. Investors should weigh the policy allowance for pledging/hedging, the absence of independent nominating/compensation committees, and a familial relationship on the Board—all of which can affect perceptions of board independence and alignment .