William E. Rinehart

About William E. Rinehart

William E. Rinehart (age 75) is an independent Class A director of First Keystone Corporation (FKYS), serving since May 2018. He is President and owner of Gray Chrysler Dodge Jeep Ram and Gray Chevrolet in Stroudsburg, PA, with 52 years of retail auto experience, and previously served as a director of Pocono Community Bank, participating on several bank committees . The Board identifies him as independent under SEC standards and highlights his lending, finance, human resources, and business management expertise relevant to FKYS’s market area .

Past Roles

External Roles

Board Governance

• Independence: Listed as independent alongside Jezewski, Bower, Marr, and Saracino; only independent directors serve on the Audit Committee .
• Corporate committees: Audit Committee member in 2023 and 2024; Audit Committee chaired by David R. Saracino (2023) and Nancy J. Marr (2024) .
• Bank committees: Member of Trust, Marketing, Loan Administration (Chair), and Human Resources committees; not on ALCO, Executive, Building, or IT (2023–2024) .
• Committee activity: Bank committee meeting counts in 2024—Trust 4; ALCO 4; Marketing 4; Loan Administration 4; Human Resources 1; Executive 1; IT 4 .
• Attendance: Board held 17 meetings in 2023 and 19 in 2024; each director attended at least 75% of combined Board/committee meetings; all directors attended the annual meetings .
• Board leadership: CEO and Chairman roles separated; Chairman Robert A. Bull (director since 2006, Chairman since 2017) .
• Nominating/Compensation committees: None; entire Board handles director nominations and executive compensation given company size and stable Board .
• Insider policy: Company’s Insider Trading Policy does not prohibit directors from pledging or engaging in hedging of company securities (alignment risk) .

Fixed Compensation

• No stock awards, option awards, or non-equity incentive plan compensation for directors are disclosed; Rinehart’s columns are blank for stock/option/incentive pay .

Performance Compensation

• FKYS states it does not grant equity awards to executive officers; no policy indicating director equity grants (reinforces cash-only director pay) .

Other Directorships & Interlocks

• No current public company directorships for Rinehart are disclosed .

Expertise & Qualifications

• Deep retail auto sales and financing expertise (52 years), prior bank board service; brings insight into lending, finance, HR, business management, and local market dynamics .
• Independent director with Audit Committee experience (supports oversight in financial reporting and controls) .

Equity Ownership

• No vesting schedules, options, or unvested grant disclosures apply to directors (no director equity awards) .

Board Governance — Voting Outcomes (Signal of Investor Support)

• Auditor ratification passed by a wide margin (2024: For 3,596,152; Against 286,104; Abstain 6,163 ; 2025: For 3,863,413; Against 255,020; Abstain 38,915 ). While Rinehart received solid support in 2024, the withheld votes indicate a modest level of dissent that merits monitoring for governance concerns .

Related Party & Conflicts

• No material related-person transactions involving directors were reported; Board considered director/family/business loan transactions in independence determinations .
• Aggregate loans/commitments to directors/executives and their affiliates were $13.851 million at 12/31/2023 (11.39% of total equity capital) and $13.651 million at 12/31/2024 (12.78% of total equity capital); all loans current and on market terms .

Governance Assessment

• Strengths:

  • Independent director with Audit Committee membership across multiple years, supporting financial oversight .
  • Chairs Loan Administration Committee at the Bank, indicating active credit risk and policy engagement; clear committee meeting cadence (4 in 2024) .
  • Consistent attendance (≥75%) and participation in annual meetings; Board met 17–19 times across 2023–2024 .
  • Meaningful skin-in-the-game: 176,889 shares (2.84% of outstanding) with substantial trust holdings, aligning interests with shareholders .

• Watch items / red flags:

  • Insider Trading Policy allows pledging and hedging of company stock by directors—an alignment concern if exercised (no director-specific pledging disclosed) .
  • Absence of formal nominating and compensation committees; entire Board handles these functions, which can dilute independence and process rigor versus best practices .
  • Family relationship on Board (Chairman’s daughter as director) may raise optics of governance independence, though not directly involving Rinehart .
  • Modest 2024 withheld votes (247,701) for Rinehart suggest some shareholder scrutiny; maintain engagement and transparency .

• Compensation alignment:

  • Director pay is cash-only, with meeting/retainer structure and small chair stipends; no performance-linked pay or equity grants for directors, limiting pay-for-performance signals but avoiding equity dilution .
  • No director-specific deferred comp or perquisites disclosed for Rinehart (contrast to Saracino’s legacy salary continuation) .

Overall, Rinehart’s independent status, audit and loan oversight roles, and material personal share ownership are positives for investor confidence. Key governance risks to monitor are the permissive pledging/hedging policy and the lack of formal nominating/compensation committees, alongside any evolution in related-party lending exposure (currently ordinary-course and compliant) .