Whitney B. Holloway
About Whitney B. Holloway
Whitney B. Holloway, CPA, MBA (age 44), has served on First Keystone Corporation’s Board since April 2022 and is nominated to continue as a Class B director through 2028. She is Business Manager/School Board Secretary for Millville Area School District (since 2021) and previously served as CFO of Community Health Systems – Berwick Hospital Center (2011–2021), bringing accounting and operational finance expertise to the board. A material governance consideration: she is the daughter of Chairman Robert A. Bull, which impacts independence status.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Health Systems – Berwick Hospital Center | Chief Financial Officer | 2011–2021 | Led hospital financial operations; adds accounting/controls expertise to FKYS board |
| Millville Area School District | Business Manager/School Board Secretary | 2021–present | Public-sector budgeting and governance experience |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| Millville Area School District | Business Manager/School Board Secretary | 2021 | Current role; no public company directorships disclosed |
Board Governance
- Independence: FKYS identifies independent directors as Bower, Jezewski, Marr, Rinehart, and Saracino; Holloway is not listed as independent and is the Chairman’s daughter (familial relationship), a notable independence/conflict flag.
- Board meetings and attendance: 19 meetings held in 2024; each director attended at least 75% of combined board/committee meetings; all directors attended the 2024 Annual Meeting.
- Committee structure (Corporation): Only the Audit Committee is formal; Holloway is not a member. Compensation and nominations are handled by the full Board due to company size.
- Audit Committee composition: Marr (Chair), Jezewski, Rinehart, Saracino; Marr and Saracino designated “financial experts.”
- Bank committees where directors also serve (Holloway):
- Chairs: Marketing; Loan Administration.
- Member: Human Resources; Executive; IT.
- Not on: Trust; ALCO; Building.
Fixed Compensation
| Component | Amount (USD) | Year | Notes |
|---|---|---|---|
| Fees earned or paid in cash (Director total) | 47,000 | 2024 | No stock/options; cash-only director compensation |
| Compensation framework (Board-wide) | — | 2024 | $44,000 bank directors’ annual package incl. meetings/retainer; $1,000 Annual Meeting; $1,000 additional board meeting; $400 additional committee meeting; Committee Chair stipend $1,000; Chairman $7,000; Vice Chair $3,500; Secretary $2,500 (applies generally; individual breakdowns not disclosed) |
Note: Holloway’s total includes committee chair stipends per framework; the proxy does not provide her individual component breakdown.
Performance Compensation
| Element | Presence | Metrics | Vesting |
|---|---|---|---|
| Equity awards (RSUs/Options) | None disclosed for directors | N/A | N/A |
| Non-equity incentive plan | None disclosed for directors | N/A | N/A |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed |
| Private/non-profit/academic boards | Millville Area School District – Business Manager/School Board Secretary (role, not directorship) |
| Interlocks / Conflicts | Familial relationship: Holloway is daughter of Chairman Robert A. Bull (governance red flag for independence) |
Expertise & Qualifications
- CPA and MBA credentials; seasoned in financial reporting, internal controls, and operational finance from healthcare CFO role.
- Public-sector governance and budgeting exposure (school district business manager).
- Not designated as Audit Committee “financial expert” at FKYS; audit committee experts are Marr and Saracino.
- Committee leadership at the Bank (Marketing, Loan Administration) suggests hands-on involvement in lending oversight and go-to-market planning.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 33,075 | Less than 1% of outstanding shares |
| Shares outstanding (as of Mar 7, 2025) | 6,218,781 | Used by FKYS to compute director ownership percentages |
| Ownership % of outstanding | <1% | Proxy shows “—%” (less than 1%) |
| Direct holdings | 30,393 | Individual ownership |
| Joint holdings | 348 | Held jointly with spouse |
| Custodian for children | 2,140 | Shares held as custodian for children |
| Spouse custodial holdings | 194 | Spouse holds as custodian for their son |
| Pledged/hedged shares | Not disclosed; policy permits pledging/hedging by directors (alignment risk) |
Governance Assessment
- Independence risk: Familial relationship to the Chairman coupled with exclusion from FKYS’s independent director list undermines perceived independence; not on Audit Committee.
- Alignment risk: Directors compensated in cash-only; no director equity grants; insider policy explicitly allows pledging and hedging—weakens shareholder alignment.
- Engagement: Chairs key Bank committees (Marketing, Loan Administration), participates in Human Resources, Executive, and IT—active governance involvement; attendance thresholds met and annual meeting attended.
- Related-party/loans: No material related person transactions disclosed; aggregate insider/director loans stood at $13.651 million (12.78% of equity capital); all current and paid as agreed—monitor concentration and credit risk optics.
- Skills: Strong accounting/finance background (CPA/MBA; prior CFO), useful for oversight of lending/operations, but absence from Audit Committee limits formal financial oversight role.
RED FLAGS
- Familial tie to Chairman (daughter) impacting independence and potential board conflicts.
- Insider Trading Policy permits pledging and hedging by directors—misalignment risk for investors.
- Cash-only director comp with no equity exposure reduces pay-for-performance linkage.
Board Governance (Additional Context)
- Audit Committee staffed exclusively by independent directors; financial experts designated (Marr, Saracino).
- No separate Compensation or Nominating Committee; full Board handles these functions due to size—raises best-practice questions on independence of pay and nominations.
Related Party Transactions (Disclosure Summary)
| Item | 2024/2025 Disclosure |
|---|---|
| Material related person transactions | None disclosed |
| Aggregate loans to directors/executives/families/≥10% entities | $13,651,000 outstanding; 12.78% of total equity capital (all current) |
| Largest aggregate indebtedness during 2024 | $11,570,000 |
| Aggregate indebtedness as of Mar 3, 2025 | $13,332,000 |
Overall: No specific loans to Holloway disclosed, but family/insider lending practices are substantial at the group level; Board considered loan transactions when assessing director independence.
Notes on Attendance and Tenure
- Board meetings (2024): 19; each director ≥75% attendance; all attended Annual Meeting 2024.
- Tenure: Appointed April 2022; nominated to serve through 2028 as Class B director.