Lou Ella R. Farler
About Lou Ella R. Farler
Independent director of Kentucky First Federal Bancorp (KFFB); age 68 as of September 30, 2025. Appointed to the Company’s Board on January 27, 2022, after a 44-year career at First Federal Savings and Loan Association of Hazard, including service as President & CEO (2013–2019). Elected Chairwoman of the First Federal of Hazard subsidiary board on August 29, 2024. The Board has determined she is independent, considering her past employment at a subsidiary.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Federal Savings and Loan Association of Hazard | President & Chief Executive Officer | Jan 1, 2013 – Jan 1, 2019 | Led subsidiary bank; long-tenured operator with deep local market knowledge |
| City of Hazard (Civic) | City Commissioner | 2002 – 2012 | Community leadership and civic engagement |
| First Federal Savings and Loan Association of Hazard | Various roles (career began 1975) | 1975 – 2012 | Progressive banking roles culminating in executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Federal Savings and Loan Association of Hazard (subsidiary) | Chairwoman, Board of Directors | Elected Aug 29, 2024 – present | Subsidiary board leadership; continuity with local market oversight |
Board Governance
- Independence: Independent director; Board considered her prior service as President & CEO of a subsidiary (2013–2019) and affirmed independence.
- Committee assignments:
- Audit Committee: Member; committee met 4 times in FY2025.
- Compensation Committee: Chair; committee met once in FY2025.
- Nominating & Corporate Governance Committee: Chair.
- Board/committee attendance: Board met 4 times in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual stockholders’ meeting.
- Governance structure: Independent Chair of the Board; all standing committees composed solely of independent directors.
- Policies: Company has an incentive-compensation clawback policy compliant with Exchange Act 10D-1 and Nasdaq Rule 5608; posted as an exhibit to the 10-K.
| Committee | Role of Farler | FY2025 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Chair | 1 |
| Nominating & Corporate Governance | Chair | Not disclosed (charter referenced) |
Fixed Compensation (Director)
| Component | Amount/Detail | FY/Period |
|---|---|---|
| Fees earned or paid in cash (aggregate for Company and bank boards) | $18,400 | FY2025 |
| Company Board monthly fee | $600 per month; no additional pay for Company committee meetings | Policy in effect FY2025 |
| First Federal of Hazard Board monthly fee | $900 per month; $100 per committee meeting held on non-board days | Policy in effect FY2025 |
| First Federal of Kentucky Board monthly fee | $900 per month; $100 per committee meeting held on non-board days | Policy in effect FY2025 |
Notes: Director compensation is entirely cash-based for FY2025; perquisites did not exceed $10,000 per director.
Performance Compensation (Director)
| Metric/Instrument | Disclosure |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed for directors in FY2025; director compensation table shows only cash fees. |
| Option awards | Company states it does not currently grant stock options as part of equity compensation programs. |
| Performance metrics tied to director pay | None disclosed. |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Notes |
|---|---|---|---|
| First Federal Savings and Loan Association of Hazard (subsidiary) | Private (subsidiary) | Chairwoman | Internal interlock within corporate group; elected Aug 29, 2024. |
No other public company directorships are disclosed for Ms. Farler in the proxy.
Expertise & Qualifications
- Banking operator with nearly five decades of experience; former subsidiary CEO (2013–2019); deep local market and community ties.
- Governance leadership: Chairs Compensation and Nominating & Corporate Governance; serves on Audit.
- Independence confirmed by Board despite prior executive role at subsidiary.
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 31,671 |
| Ownership as % of shares outstanding | <1% (per company’s beneficial ownership table) |
| Shares outstanding (reference) | 8,086,715 as of Sept 30, 2025 |
| Pledged shares | Not disclosed; company does not prohibit director/officer pledging. |
| Hedging by directors/officers | Not prohibited under company policy. |
Governance Assessment
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Strengths
- Independent director leading two key committees (Compensation; Nominating & Corporate Governance) and serving on Audit; indicates trust in governance judgment and workload engagement.
- Strong attendance culture (no director <75%) and full director participation in the 2024 annual meeting.
- Clawback policy adopted and compliant with SEC/Nasdaq requirements, a positive governance safeguard.
-
Potential concerns / RED FLAGS
- Company permits director/officer hedging and pledging, which can misalign incentives and increase counterparty risk for pledged shares. This is shareholder-unfriendly relative to best practices.
- MHC control: First Federal MHC owns 58.5% of outstanding common stock, concentrating voting power and limiting minority shareholder influence over director elections and governance matters.
- Regulatory “troubled condition” at subsidiary (First Federal of Kentucky) imposes compensation restrictions (e.g., golden parachute prohibitions), signaling supervisory scrutiny and elevating operational and governance risk oversight demands on the Board and its committees.
-
Additional context
- Say-on-pay votes have historically been “overwhelmingly approved,” suggesting limited shareholder dissent on executive compensation design, though specific percentages were not provided.
-
Conflict review
- Board affirmed Ms. Farler’s independence despite prior subsidiary CEO role (retired 2019); no specific related-party transactions disclosed for her. Aggregate insider lending noted at 2.2% of equity, extended on market terms and subject to Regulation O approvals.
Overall read-through: Farler is a seasoned operator-director with substantive committee leadership roles. The main governance headwinds are firm-level—permissive hedging/pledging policy, majority control by the MHC, and the OCC “troubled condition” status at a subsidiary—rather than individual conflicts tied to her. Continued transparent disclosure of related-party exposures, strict adherence to Regulation O, and consideration of anti-hedging/anti-pledging policies would improve investor confidence.