Robert A. Bull
About Robert A. Bull
Robert A. Bull (age 72) is Chairman of the Board of First Keystone Corporation and First Keystone Community Bank since 2017 and has served as a director since 2006; he is an attorney and sole proprietor of Bull & Bull, LLC, which functions as the Corporation’s solicitor . Over 2022–2024, FKYS’s cumulative TSR proxy metric declined from 88.45 to 68.05 (down ~23%), while reported net income moved from $14.024 million to a loss of $(13.203) million, highlighting a challenging operating period under the Board’s oversight . The Board separates the CEO and Chairman roles (Bull is non-CEO Chair), but the entire Board acts as the Compensation Committee and Bull’s daughter (Whitney B. Holloway) serves on the Board—factors investors often scrutinize for independence .
| Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR proxy metric (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 |
|---|---|---|---|
| First Keystone Corporation / First Keystone Community Bank | Director | 2006–present | Long-tenured board oversight across cycles; continuity and institutional knowledge . |
| First Keystone Corporation / First Keystone Community Bank | Chairman of the Board | 2017–present | Separate Chair/CEO model; agenda-setting, CEO guidance, and governance leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bull & Bull, LLC (law firm) | Sole proprietor / Attorney | ~48 years | Legal expertise; firm functions as the Corporation’s solicitor, indicating deep familiarity with banking/legal matters . |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $54,200 | Director compensation reported for 2024 . |
| Annual Chairman stipend | $7,000 | Stipend paid to the Chairman (policy description) . |
| Committee chair stipend (policy) | $1,000 | Each committee chair receives $1,000 (policy description) . |
| Meeting/committee structure | Board meetings 19 in 2024; all directors ≥75% attendance | Attendance and meeting cadence/context . |
Director compensation structure is cash-based (no stock/option awards for directors disclosed in 2024) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed for Mr. Bull | — | — | — | — | — |
- The Corporation disclosed that it does not currently grant equity awards to executive officers, and the 2024 director compensation table shows no stock/option awards for directors (context for lack of performance equity for Mr. Bull) .
Equity Ownership & Alignment
| Holder | Shares | % of Outstanding | Detail/Type |
|---|---|---|---|
| Robert A. Bull (aggregate beneficial ownership) | 209,214 | 3.36% | Total beneficial ownership as of March 3, 2025 (6,218,781 shares outstanding) . |
| — Individual (R.A. Bull) | 84,210 | — | Directly held . |
| — Bull & Bull, LLC | 9,879 | — | Shares held by his law firm (sole proprietor) . |
| — Joint with spouse | 108,780 | — | Jointly held . |
| — Spouse (individual) | 6,345 | — | Spouse-held . |
Additional alignment/risk considerations:
- Insider policy permits pledging and hedging by directors and executive officers (no prohibition), a governance red flag for some investors if used; no specific pledges by Mr. Bull were disclosed .
- No material related-party transactions were disclosed; director/officer loans are on ordinary terms; the group’s largest outstanding indebtedness data is presented in the proxy (no individual breakdowns provided) .
Employment Terms
- No employment agreement, severance, or change-in-control economics are disclosed for Mr. Bull in the proxy or the referenced 8-Ks; his compensation is in the Director Compensation framework above .
Board Governance
- Role structure: CEO and Chair roles are separated; Bull is non-CEO Chair since 2017 .
- Independence context: Only certain directors meet SEC independence; the Audit Committee is fully independent; the Board as a whole serves as the Compensation Committee (no standalone comp or nominating committee) .
- Family relationship: Director Whitney B. Holloway is Mr. Bull’s daughter (potential independence perception issue) .
Committee memberships (Bank subsidiaries, 2024):
| Committee | Membership | Chair? |
|---|---|---|
| Trust | Member | — |
| Asset/Liability Committee (ALCO) | Member | — |
| Marketing | Member | — |
| Loan Administration | Member | — |
| Human Resources | Member | — |
| Executive | Member | Chair |
| Building | Member | — |
| IT | Member | — |
Board process and attendance:
- 19 Board meetings in 2024; each director attended at least 75% of combined Board/committee meetings; all directors attended the 2024 Annual Meeting .
Director Compensation (Detail)
| Name | 2024 Fees Earned (Cash) | Stock Awards | Option Awards | Non-Equity Incentive | Non-Qualified Deferred Comp Earnings | All Other Comp | Total |
|---|---|---|---|---|---|---|---|
| Robert A. Bull | $54,200 | — | — | — | — | — | $54,200 |
Policy context: Board-level pay at the Bank included $44,000 for directors (covering regular Board, Committee meetings, and annual retainer), $1,000 per additional Board meeting, $400 per additional Committee meeting; Chairman stipend $7,000; Vice Chair $3,500; Secretary $2,500; Committee Chairs $1,000 .
Say-on-Pay & Compensation Process (Context)
- 2023 proxy included advisory say-on-pay and frequency (Board recommended “every three years”); no specific approval percentages disclosed in the documents referenced here .
- No dedicated Compensation or Nominating Committee; the full Board (including non-independent members) determines executive compensation; LR Webber 2024 survey reviewed; no compensation consultant retained in 2024 .
Performance & Track Record (Company-level under Board oversight)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR proxy metric (Value of $100 investment) | 88.45 | 74.35 | 68.05 |
| Net Income ($USD thousands) | 14,024 | 5,560 | (13,203) |
- Proxy “Pay vs Performance” narrative notes compensation actually paid to PEO decreased ~1.46% from 2022 to 2024 while TSR fell ~23% and net income decreased ~194%, quantifying the earnings headwind over this period .
Risk Indicators & Red Flags
- Anti-pledging/anti-hedging policy permits pledging and hedging by directors/executives (not prohibited) .
- No standalone Compensation or Nominating Committee; full Board sets executive pay (potential independence concern) .
- Familial relationship on Board: Whitney B. Holloway is Bull’s daughter .
- No material related-party transactions disclosed; loans to insiders on ordinary terms with aggregate group data provided .
Equity Ownership & Alignment (Recap)
- Meaningful insider stake: 209,214 shares (3.36%); diversified across individual, joint, spouse, and law firm holdings .
- No director equity award program disclosed in 2024; executive equity awards are not currently granted (limits direct performance equity alignment) .
- No disclosure of pledging by Mr. Bull; policy allows it .
Investment Implications
- Alignment: Bull’s 3.36% beneficial ownership is a positive alignment signal; however, the company does not currently use equity awards for executives/directors, muting pay-for-performance linkage in the short run .
- Governance risk: The anti-pledging/anti-hedging stance (permissive), lack of standalone Compensation/Nominating Committees, and a direct family relationship on the Board may raise independence concerns for some investors; monitoring for any pledging or related-party arrangements remains prudent .
- Execution/returns: TSR and net income trends in 2022–2024 reflect pressure; investors should track the Board’s oversight of the new CEO transition (2025) and any adjustments to incentive frameworks that better link pay to bank-level profitability and risk-adjusted growth .
- Trading signals: Absent equity awards and with cash-only director pay, insider selling pressure tied to vesting is minimal; beneficial ownership position and any future Form 4 activity (if any) would be the primary watchpoints for supply/demand effects; no pledging or insider sales are disclosed in the proxy documents reviewed .
Sources: First Keystone Corporation DEF 14A dated March 26, 2025 (board structure, ownership, director compensation, pay vs performance, committee rosters) ; 8-Ks for leadership transitions (Nov 27, 2024; Dec 26, 2024; Jan 7, 2025) .