Don D. Jennings
About Don D. Jennings
Don D. Jennings, age 60, is a long-tenured bank executive and director at Kentucky First Federal Bancorp (KFFB). He has served as a Director since the Company’s inception in 2005, was Chief Executive Officer from January 1, 2013 through October 2, 2025, and currently serves as President of KFFB and Director of Operations at First Federal Savings Bank of Kentucky; he is also Chairman of the Board of First Federal Savings Bank of Kentucky . Jennings has been employed at First Federal Savings Bank of Kentucky since 1991 and previously led Frankfort First Bancorp, Inc. prior to its merger into KFFB; he has served on the board of the Kentucky Bankers Association and on ABA committees (Mutual Advisory, Government Relations) . Pay-versus-performance disclosures highlight weak recent alignment to shareholder returns: cumulative TSR on a hypothetical $100 investment fell from $81.42 (FY2023) to $44.49 (FY2024) and $40.97 (FY2025), while Company net income moved from $933,000 (FY2023) to a $1.7 million loss (FY2024) and $181,000 profit (FY2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kentucky First Federal Bancorp | Director | 2005–present | Founding director; continuity through multiple cycles and regulatory regimes |
| Kentucky First Federal Bancorp | Chief Executive Officer | 2013–Oct 2, 2025 | Led holding company through interest-rate cycle; oversaw OCC-related responses at subsidiary |
| Kentucky First Federal Bancorp | President | 2005–present | Day-to-day leadership continuity pre- and post-CEO tenure change |
| First Federal Savings Bank of Kentucky | Director of Operations | Oct 2, 2025–present | Operational leadership during remediation of OCC Agreement and IMCR compliance |
| First Federal Savings Bank of Kentucky | Chairman of the Board | Ongoing | Governance oversight of subsidiary bank strategy and risk |
| Frankfort First Bancorp, Inc. | President & CEO | Pre‑2005 (prior to merger) | Led predecessor entity into strategic combination with KFFB |
| First Federal Savings Bank of Kentucky | Employee | 1991–present | Deep institutional knowledge across markets and loan portfolios |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kentucky Bankers Association | Board member | Not disclosed | Industry influence and policy advocacy network |
| American Bankers Association | Mutual Advisory Committee member (prior) | Not disclosed | Mutual bank governance and policy input |
| American Bankers Association | Government Relations Committee member (prior) | Not disclosed | Regulatory/policy engagement channel |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 190,000 | 190,000 | 190,000 |
| All Other Compensation ($) | 13,674 | 10,717 | 11,302 |
| Total Compensation ($) | 203,674 | 200,717 | 201,032 |
| Cash Bonus Paid ($) | Not disclosed | Not disclosed | Not disclosed |
Notes:
- Officers did not receive perquisites exceeding disclosure thresholds; Company reports no equity awards outstanding in 2023–2025 .
Performance Compensation
- No annual cash incentive plan or equity-based incentives were disclosed for Jennings; Company states no outstanding equity awards for FY2023–FY2025 and indicates TSR and net income are not used to determine compensation levels or payouts .
- A clawback policy compliant with SEC/Nasdaq rules was adopted, applicable to incentive-based compensation in the event of restatements; however, there were no incentive payouts disclosed for Jennings in the covered periods .
Performance outcomes (context for pay-for-performance):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | 203,674 | 200,717 | 201,032 |
| Company Net Income ($000s) | 933 | (1,721) | 181 |
| TSR – Value of $100 Invested ($) | 81.42 | 44.49 | 40.97 |
Equity Ownership & Alignment
| Ownership Attribute | Value |
|---|---|
| Beneficial Ownership (shares) | 76,619 (incl. 6,694 credited in 401(k) plan) |
| Ownership (% of outstanding) | 1.0% (8,086,715 shares outstanding as of Sept 30, 2025) |
| Vested vs. Unvested Equity | No RSUs/PSUs/options outstanding; all holdings are owned shares |
| Options (exercisable/unexercisable) | None disclosed |
| Hedging/Pledging Policy | Company does not prohibit hedging or pledging by directors/officers; no specific pledges by Jennings disclosed |
| Ownership Guidelines | Not disclosed |
Insider trading compliance: Company reported Section 16 compliance for FY2025 (one late Form 4 was for another director; none noted for Jennings) .
Employment Terms
| Agreement | Term/Expiration | Base Salary | Severance (Termination w/o Cause or Good Reason) | Change-of-Control Economics | Non-Compete | Other Key Terms |
|---|---|---|---|---|---|---|
| KFFB Employment Agreement (Company) | 3-year term; expires Aug 15, 2027 | $190,000 | Lump-sum cash equal to base salary for remaining term; continuation of retirement/health/life/disability benefits for remaining term; individual policy if needed | 3× average annual comp over prior 5 calendar years; 36 months benefits continuation; subject to 280G cap; Golden parachute payments currently prohibited due to OCC restrictions at First Federal of Kentucky | 1 year post-termination (except in CoC) | Fee reimbursement if successful in disputes; indemnification to extent permissible |
| First Federal Savings Bank of Kentucky Employment Agreement | 3-year term; expires Aug 15, 2027 | $190,000 | Lump-sum cash equal to base salary for remaining term; continuation of retirement/health/life/disability benefits for remaining term; individual policy if needed | 3× average annual comp over prior 5 years; 36 months benefits continuation; subject to 280G cap; OCC “troubled condition” restrictions prohibit golden parachute payments until amended/waived/terminated by OCC | 1 year post-termination (except in CoC) | Fee reimbursement if successful; indemnification to extent permissible |
| Retirement Plan (DB) | Frozen since April 30, 2019 (no new accruals) | N/A | N/A | N/A | N/A | Normal benefit formula: 1.50% × average of highest five years’ comp × years of service; present value methodology disclosed |
Regulatory overlay:
- OCC Agreement and Individual Minimum Capital Requirements (IMCRs) designate First Federal of Kentucky in “troubled condition”; IMCRs require CET1 ≥9.0%, Tier 1 ≥11.0%, Total Capital ≥12.0%, Leverage ≥9.0% (FF Kentucky exceeded all at June 30, 2025), but “golden parachute” payments are restricted until OCC action permits otherwise .
Board Governance (Service History, Committees, Independence)
- Service: Jennings has been a KFFB Director since 2005 and was CEO through October 2, 2025; he is not independent under Nasdaq standards due to executive status .
- Committee roles: All standing committees (Audit, Compensation, Nominating/Governance) consist solely of independent directors; chairs are Audit—David R. Harrod, Compensation—Lou Ella R. Farler, Nominating/Governance—Lou Ella R. Farler; Jennings does not sit on these independent-only committees .
- Board leadership structure: The Company separates Chair and CEO roles; Walter G. Ecton, Jr. is independent Chair (elected Aug 29, 2024), which mitigates dual-role concentration risks .
- 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 .
- Director compensation: Officers serving as directors (including Jennings) are not paid director fees; non-employee director monthly fees are disclosed separately .
Compensation Structure Analysis
- Mix and risk: Jennings’ compensation is predominantly fixed salary with modest “all other compensation”; no cash bonus payments disclosed and no equity awards outstanding (RSUs/PSUs/options), reducing performance leverage but also minimizing dilution risk .
- Incentive plan design: Company states TSR and net income are not used to determine compensation levels or incentive plan payouts; CAP equals SCT given no equity adjustments; clawback policy exists but had no incentive payouts to recoup .
- Governance signals: Insider hedging/pledging not prohibited by policy (potential alignment red flag); Company maintains a recoupment policy consistent with SEC/Nasdaq rules .
- Say-on-pay: Company reports shareholders have “overwhelmingly approved” past say-on-pay proposals (no specific percentages disclosed) .
Risk Indicators & Red Flags
- Regulatory constraints: OCC Agreement and IMCRs at First Federal of Kentucky; golden parachute payments prohibited until OCC relief; adds retention risk and complicates executive transition economics .
- Dividend suspension: KFFB suspended quarterly dividends indefinitely on Jan 16, 2024; future dividends depend on regulatory non-objection, subsidiary distributions, and continued IMCR compliance .
- Hedging/pledging: No prohibition on hedging or pledging by directors/officers; absence of a ban can weaken alignment, though no specific pledges by Jennings are disclosed .
- Related party/insider loans: Insider loans are made on market terms, approved by disinterested bank boards; aggregate insider loans were ~$1.0 million (2.2% of equity) as of June 30, 2025 .
- Equity awards: No option repricing risk due to absence of stock options; no outstanding equity awards eliminate vesting-driven selling pressure .
Equity Ownership & Alignment (Detail Table)
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 76,619 (incl. 6,694 credited in 401(k) Plan) |
| % of Shares Outstanding | 1.0% of 8,086,715 shares |
| Vested/Unvested Equity | No unvested equity; no RSUs/PSUs/options outstanding |
| Pledging/Hedging | Allowed under policy; no pledging disclosures specific to Jennings |
| Ownership Guideline | Not disclosed |
Employment & Contracts (Retention/Transition)
- Dual agreements at KFFB and First Federal of Kentucky, both expiring August 15, 2027, with “remain-term” salary severance and benefits continuation on qualified termination; one-year non-compete (except change-in-control) .
- Change-of-control payments structured at 3× five-year average compensation with 280G cap, but golden parachutes are currently prohibited under OCC restrictions for named executives until amended/suspended/waived/terminated by OCC .
- Retirement plan frozen (no new accruals), limiting long-term defined benefit accrual exposure while preserving legacy benefit formula .
Investment Implications
- Alignment and incentives: Jennings’ ~1% share ownership and lack of equity grants provide some skin-in-the-game but limited performance leverage; absence of variable compensation can dampen incentive alignment to TSR/ROE in the near term .
- Retention/transition risk: The recent leadership transition (CEO role to R. Clay Hulette on Oct 2, 2025) plus OCC restrictions on parachute payments may constrain executive mobility and complicate retention economics, but IMCR compliance metrics were exceeded at FY2025, supporting stability if remediation continues .
- Trading signals: Dividend suspension and “troubled condition” designation (OCC Agreement) are negative for income investors; pay-versus-performance shows shareholder returns under pressure (TSR $40.97 on a $100 baseline in FY2025) as net income recovered modestly, suggesting fundamental turnaround remains nascent .
- Governance quality: Independent chair and independent-only committees mitigate dual-role concerns; officers are not paid for board service, reducing governance-related cash outflows and potential conflicts .