Kevin R. Hessler
About Kevin R. Hessler
Kevin R. Hessler (age 68) is an independent director of First United Corporation (FUNC) since October 2023. He is a Certified Public Accountant and principal at LSWG, P.A., an accounting firm he joined in 1982, where he also served as Managing Principal for 12 years. On the FUNC board, Hessler sits on the Audit, Asset & Liability Management, and Strategic Planning Committees, and is designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSWG, P.A. (Frederick & Rockville, MD) | Principal; Managing Principal (12 years) | Since 1982 | Specializes in small business and real estate consulting; business and individual tax planning |
| Maryland Association of CPAs (Mid‑Maryland Chapter) | Past board member and president | Not disclosed | Professional leadership in accounting community |
| Community Foundation of Frederick County | Board service | Not disclosed | Local community engagement |
| Frederick Festival of the Arts; Downtown Frederick Partnership; Counseling Services, Inc.; Mental Health Association of Frederick County | Board service | Not disclosed | Local civic and non‑profit leadership |
External Roles
| Organization | Position | Focus/Committee | Status |
|---|---|---|---|
| Community Foundation of Frederick County | Board member | Community philanthropy | Active/served (disclosed as service) |
| Frederick Festival of the Arts | Board member | Arts/community | Active/served (disclosed as service) |
| Downtown Frederick Partnership | Board member | Economic development | Active/served (disclosed as service) |
| Counseling Services, Inc. | Board member | Community services | Active/served (disclosed as service) |
| Mental Health Association of Frederick County | Board member | Mental health | Active/served (disclosed as service) |
Board Governance
- Committees: Audit; Asset & Liability Management; Strategic Planning .
- Audit Committee Financial Expert: Designated by the Board (SEC Item 407 Reg S‑K) .
- Independence: Board determined Hessler is independent under Nasdaq Rule 5605; all members of the Audit, Compensation, and Nominating Committees are independent .
- Attendance and Engagement: The Board held 12 meetings in 2024 and 2023; each director met the expectation to attend at least 75% of Board and committee meetings during their period of service . The Audit Committee report lists Hessler as a signatory member, evidencing active participation .
- Board leadership: Independent Lead Director is Brian R. Boal; regular executive sessions of independent directors are led by the Lead Director .
| Committee | Member | Chair |
|---|---|---|
| Audit | Yes | No (Chair: Christy M. DiPietro) |
| Asset & Liability Management | Yes | No |
| Strategic Planning | Yes | No |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $13,950 | $36,100 |
| Stock awards ($) | $9,480 (583 fully‑vested shares; pro‑rated grant) | $21,940 (1,000 fully‑vested shares) |
| All other compensation ($) | $0 | $0 |
| Total ($) | $23,430 | $58,040 |
| Equity in lieu of cash retainer | 2023 | 2024 |
|---|---|---|
| Shares elected in lieu of cash retainer | 583 shares at $16.26/share ($4,374 of retainer) | 683 shares at $21.94/share ($14,985 of retainer) |
- Director pay framework: Non‑employee directors receive a $15,000 cash retainer, 1,000 fully‑vested shares annually (grant date fair value $21,940 in 2024), $1,000 per Board meeting ($200 for short/special meetings), and $500 per committee meeting; Audit/Nominating/Compensation Chairs receive an additional $2,500 retainer. Non‑employee directors may elect to receive retainer in stock. Hessler is not a committee chair.
Performance Compensation
- No director bonuses, options, or performance‑linked equity are disclosed for non‑employee directors; equity grants are fully vested at grant and not tied to performance metrics.
Other Directorships & Interlocks
| Company (public) | Role | Committee | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | None disclosed |
- Related‑party transactions: The proxy discloses related‑party transactions (e.g., services from a company owned by another director), but does not identify any transactions involving Hessler or entities he controls. All related‑party transactions are reviewed/approved by the Audit Committee and Board under Regulation O, Sections 23A/23B, and Maryland law.
Expertise & Qualifications
- CPA; principal at LSWG, with expertise in audit/accounting, risk management, and strategic planning .
- SEC‑defined “audit committee financial expert” .
- Executive leadership experience (firm management; 12 years as Managing Principal) .
- Community/civic board experience indicating stakeholder engagement .
Equity Ownership
| Metric | Feb 29, 2024 | Feb 28, 2025 |
|---|---|---|
| Beneficially owned shares | 852 | 2,535 |
| Ownership (% of outstanding) | <1% | <1% |
- Stock ownership guidelines: Directors (other than the CEO) are expected to hold shares worth at least $100,000, and to retain 100% of net shares granted until the guideline is met. Individual director compliance statuses are not disclosed; executives are stated as in compliance as of the proxy date.
- Hedging/pledging: The Corporation has not adopted a policy restricting hedging transactions by directors or employees (e.g., collars, swaps, exchange funds). No pledging of shares by Hessler is disclosed.
Governance Assessment
- Positive signals: Independence under Nasdaq rules; designation as audit committee financial expert; active Audit Committee participation; no Hessler‑specific related‑party transactions disclosed; rising personal share ownership from 852 to 2,535 shares YoY; willingness to take director retainer in stock increases alignment.
- Pay mix and year‑over‑year change: As a new director in late‑2023, Hessler’s 2024 compensation reflects a full year of service and standard equity grant ($58,040 vs. $23,430 in 2023). Equity constitutes a meaningful portion of director pay, supporting alignment without performance risk incentives.
- Potential risks/red flags: Absence of a formal anti‑hedging policy for insiders may weaken alignment safeguards in adverse markets; monitoring for any future related‑party engagements involving Hessler’s firm is prudent, though none are disclosed.
- Overall: Governance profile supports investor confidence (independent, financially literate director with deep audit/accounting background), with low conflict risk and reasonable alignment through equity; attention to ownership guideline progress and firm‑level hedging policy could further strengthen governance quality.