Kevin W. Craig
About Kevin W. Craig
Kevin W. Craig (age 60) is an independent Class C director of Franklin Financial Services Corporation (FRAF), first appointed in 2020, with his current term expiring in 2027 . He chairs the Audit Committee and serves on Asset-Liability, Nominating & Corporate Governance, Strategic, Enterprise Risk, and Executive committees; he holds a B.S. in Accounting from Penn State (1987) and an inactive CPA obtained while at Ernst & Young . Craig is CEO of Pro-Cut Construction Services, Inc., and previously owned DriveKore, Inc.; his background includes CPA work and CFO roles at venture-backed companies, with longstanding ties to Central Pennsylvania’s business community .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | CPA; obtained CPA license (inactive) | Not disclosed | Foundational accounting expertise |
| Venture-backed companies | CFO positions | Not disclosed | Financial leadership roles |
| DriveKore, Inc. | Former owner | Purchased in 1999 | Private company operating experience |
| West Shore Country Club (Camp Hill, PA) | Previously President and Treasurer | Not disclosed | Community leadership |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Pro-Cut Construction Services, Inc. | CEO | Regional contractor | Concrete sawing and drilling |
| West Shore Country Club | Previously President and Treasurer | Non-profit/club | Prior governance role |
Board Governance
- Independence: Craig is an “independent director” under Nasdaq rules; all Audit Committee members were independent in 2024 .
- Committee leadership: Audit Committee Chair; Audit met 4 times in 2024. Nominating & Corporate Governance met 3 times in 2024 .
- Attendance: In 2024, the Board and F&M Trust boards met 60 times (22 board, 38 committee). All directors attended at least 75% of aggregate meetings and attended the annual meeting .
- Audit oversight: The Audit Committee recommended inclusion of 2024 audited financials in Form 10‑K; Crowe LLP audit fees were $308,752 in 2024 and $299,728 in 2023 (audit-related fees $100,000 in 2023). The Audit Committee designated Kimberly M. Rzomp as the “audit committee financial expert” .
- Board structure: Board chaired by an independent director; independent directors meet at least quarterly in executive session; Board conducts annual self-assessment led by Nominating & Corporate Governance .
Fixed Compensation
| Component (2024 Non-Employee Director Program) | Amount |
|---|---|
| Board Chair Annual Retainer | $52,500 |
| Vice Chair Annual Retainer | $13,125 |
| Annual Board Retainer – Franklin Financial | $19,000 |
| Annual Board Retainer – F&M Trust | $23,000 |
| Audit Committee Chair Annual Retainer | $10,000 |
| Other Committee Chair Annual Retainer | $5,000 |
| Franklin Financial Meeting Fee | $10,000 |
| Committee Meeting Fee (Franklin Financial or F&M Trust) | $750 |
| 2024 Director Compensation (Craig) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $74,750 |
| Stock Awards (ASC 718 expense) | $7,836 |
| Total | $82,586 |
Note: Directors may elect to receive a portion of board retainer in stock; one director (Brown) deferred $23,000 in 2024 under F&M Trust’s Director Deferred Compensation Plan; no deferral election was disclosed for Craig .
Performance Compensation
| Director Stock Plan Performance Criteria (for awards made in 2024 based on 2023 results) | Weight | Threshold | Target | Outstanding |
|---|---|---|---|---|
| Net Income vs Budget | 40% | 95–99% of budget | 100–110% of budget | >110% of budget |
| ROE Peer Performance | 60% | 95–99% of peer median | 100–110% of peer median | >110% of peer median |
| 2024 Board Equity Award Structure (based on 2023 results) | Shares Available (Threshold) | Shares Available (Target) | Shares Available (Outstanding) | Shares Awarded (per director) |
|---|---|---|---|---|
| Board Chair | 330 | 660 | 1,000 | 1,000 |
| Committee Chairs (e.g., Audit Chair) | 165 | 330 | 500 | 3,000 |
| Directors | 100 | 200 | 300 | 900 |
Awards were granted as restricted stock; shares vest fully in one year. The Corporation achieved “Outstanding” on both criteria for 2023, and the Board’s aggregate award of 4,900 restricted shares was approved in 2024 based on those results .
Other Directorships & Interlocks
- No public company directorships or disclosed interlocks for Craig; biography lists private roles (Pro-Cut; DriveKore; West Shore Country Club). None disclosed that create competitive interlocks with FRAF .
Expertise & Qualifications
- Education: B.S. in Accounting, Pennsylvania State University (1987); CPA license obtained at Ernst & Young (inactive) .
- Functional expertise: Accounting, private company operations, construction industry insights; prior CFO roles at venture-backed firms .
- Audit governance: Chairs Audit Committee; committee members independent; financial expert designation assigned to another director (Rzomp) .
Equity Ownership
| Holder | Beneficially Owned | Restricted Stock | Stock Options | Total | % of Outstanding (as of 12/31/2024) |
|---|---|---|---|---|---|
| Kevin W. Craig | 24,350 | 300 | – | 24,650 | Less than 1% |
| Shares Outstanding (for reference) | 4,440,442 |
- No pledge or hedging policy is adopted by the Board; the proxy notes no hedging policy for directors, officers, and employees .
Governance Assessment
- Strengths
- Independent director with accounting background; Audit Chair overseeing auditor independence, scope, and reporting; committee independence confirmed in 2024 .
- Robust attendance culture: all directors ≥75% attendance and annual meeting participation in 2024 .
- Director equity awards tied to performance against Net Income vs Budget and ROE vs peer median; 2023 outcomes achieved “Outstanding,” indicating alignment with profitability and peer-relative ROE .
- Independent Board Chair; regular executive sessions; annual board and director self-assessment led by Nominating & Corporate Governance .
- Alignment and incentives
- Craig’s 2024 mix skews to cash ($74,750 cash vs $7,836 stock awards), with a modest at-risk equity component supplemented by the annual director stock plan .
- Beneficial ownership of 24,650 shares (<1% of outstanding) provides some skin-in-the-game, though not a controlling stake .
- Potential conflicts and process flags
- Ordinary-course banking relationships exist between the bank and directors or their associated companies; these are reviewed under Governance Guidelines and Reg O, with loans on market terms and no adverse credit classifications disclosed .
- Anti‑hedging policy not adopted (Board-level); absence of a formal hedging prohibition can be viewed as a potential alignment risk for some investors .
- Section 16(a) reporting: In 2023, Craig filed one late Form 4 related to electing stock in lieu of cash retainer, a minor process issue; 2024 late filings did not involve Craig .
Overall signal: Craig’s Audit chairmanship, independence, and attendance support board effectiveness; the director stock plan’s ROE and net income criteria provide performance linkage, while the lack of a hedging policy and historical late Section 16 filing are minor governance risk flags .