David R. Harrod
About David R. Harrod
David R. Harrod is a certified public accountant and principal of Harrod and Associates, P.S.C. in Frankfort, Kentucky. He has been a director of Kentucky First Federal Bancorp since its inception in March 2005 and currently chairs the Audit Committee; the Board has determined he qualifies as an “audit committee financial expert.” He is independent under Nasdaq rules, age 66 as of September 30, 2025, and attended at least 75% of Board and committee meetings in FY2025; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kentucky First Federal Bancorp | Director | Since March 2005 | Chair, Audit Committee; designated audit committee financial expert. |
| First Federal Savings Bank of Kentucky | Director | Since 2003 | Director of the subsidiary bank (long-standing governance continuity). |
| Frankfort First Bancorp, Inc. | Director | Since 2003 (pre-merger) | Predecessor company director prior to merger into Kentucky First. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harrod and Associates, P.S.C. | Principal (CPA) | Current | Public accounting leadership; experience includes audit work for a publicly-traded financial institution. |
| Franklin County Industrial Development Authority | Director and Treasurer | Current | Financial oversight in public-sector economic development. |
Board Governance
- Committees and chair roles
- Audit Committee: Chair; committee members are independent; Audit Committee met four times in FY2025; Harrod is designated an audit committee financial expert.
- Compensation Committee: Member (committee comprised solely of independent directors; met once in FY2025).
- Nominating & Corporate Governance Committee: Member.
- Independence: The Board has seven members; all are independent except R. Clay Hulette and Don D. Jennings. All Board committees are comprised solely of independent directors.
- Attendance: Board met four times in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: The Chairman (Walter G. Ecton, Jr.) is independent; roles of Chair and CEO are separated to enhance oversight.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (total) | $18,675 | Director compensation across the Company and bank subsidiaries; excludes perquisites (<$10,000 threshold). |
| Company Board Monthly Retainer | $600 per month | No additional compensation for attendance at Company committee meetings. |
| First Federal Savings Bank of Kentucky Board Monthly Retainer | $900 per month | Committee meeting fee $100 when held on non-board days. |
| First Federal Savings and Loan Association of Hazard Board Monthly Retainer | $900 per month | Committee meeting fee $100 when held on non-board days (if applicable). |
Performance Compensation
| Element | FY2025 Detail |
|---|---|
| RSUs/PSUs | None disclosed for directors. |
| Stock Options | Company does not currently grant stock options; none outstanding at FY2025 year-end. |
| Performance Metrics Tied to Director Pay | None disclosed for directors; director compensation presented solely as cash fees. |
Other Directorships & Interlocks
| Company/Institution | Status | Role | Notes |
|---|---|---|---|
| First Federal Savings Bank of Kentucky (subsidiary) | Current | Director | Long-standing bank board role since 2003. |
| Frankfort First Bancorp, Inc. (pre-merger) | Prior | Director | Historical role prior to merger into Kentucky First. |
| Public company boards (other than KFFB) | Not disclosed | — | No current other public company directorships disclosed. |
Expertise & Qualifications
- Certified public accountant; principal of Harrod and Associates, P.S.C. (financial reporting and audit experience).
- Designated “audit committee financial expert” by the Board.
- Deep banking governance experience across KFFB and its subsidiaries since 2003–2005.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| David R. Harrod | 9,495 | <1% (denoted “*” in proxy). |
- Hedging/Pledging: The Company does not have a policy prohibiting directors/officers from hedging or pledging Company stock.
Governance Assessment
- Strengths
- Independent director with extensive tenure and continuity across parent and bank boards; chairing Audit Committee with formal “financial expert” designation.
- Active committee engagement: Audit met four times in FY2025; Compensation and Nominating committees also functioning under written charters.
- Oversight signals: Audit Committee supervised change in independent auditor (dismissal of FORVIS, LLP; engagement of Clark, Schaefer, Hackett & Co.), with no disagreements or reportable events disclosed—supports disciplined audit oversight.
- Alignment and compensation observations
- Director pay is predominantly fixed cash retainers; no equity-linked compensation, which may reduce direct equity alignment.
- Beneficial ownership is modest (<1%), limiting “skin-in-the-game” signaling.
- RED FLAGS and risk indicators
- No prohibitions on hedging or pledging of Company stock for directors/officers—shareholder-unfriendly policy posture.
- Related-party lending exists to insiders (ordinary course and compliant), totaling $1.0 million (2.2% of equity) as of 6/30/2025—requires ongoing Audit Committee scrutiny.
- Formal supervisory action against First Federal of Kentucky imposes compensation restrictions (e.g., golden parachute prohibitions), indicating regulatory pressure at the subsidiary level.
- Shareholder feedback context
- Say-on-pay historically “overwhelmingly” approved (no percentages provided), implying generally favorable investor sentiment on executive pay; not specific to director compensation.