Teresa Hulette
Executive Vice President, First Federal Savings Bank of Kentucky at Kentucky First Federal Bancorp
Executive
About Teresa Hulette
Executive Vice President of First Federal of Kentucky; employed by the Bank since 1990, Vice President since 1998 and Executive Vice President since 2012, with primary responsibility for deposit operations and personnel. Age 58. Family relationships: spouse R. Clay Hulette is a director (and appointed CEO in 2025, subject to regulatory approval), nephew Tyler Eades is CFO. Company pay-versus-performance disclosures show Compensation Actually Paid to non-PEO NEOs does not vary with changes in net income or TSR, reflecting limited variable incentive linkage; the company explicitly states it does not use TSR or net income to determine compensation levels or incentive payouts.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Federal of Kentucky | Vice President | 1998–2012 | Led deposit operations and personnel, supporting core banking operations. |
| First Federal of Kentucky | Executive Vice President | 2012–present | Oversees deposit operations and personnel; senior operating leadership continuity. |
Fixed Compensation
| Metric (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Base Salary | $95,283 | $107,529 | $112,750 | $112,750 | $113,300 |
| All Other Compensation | $13,395 | $15,511 | $11,413 | $10,095 | $10,406 |
| Total Compensation | $108,678 | $123,040 | $124,613 | $122,845 | $123,706 |
| Notes | Includes ESOP allocations among “All Other Compensation”; no perquisites exceeding disclosure thresholds. |
Performance Compensation
- No annual cash bonus, RSUs/PSUs, or options disclosed for FY 2023–FY 2025; company reports no outstanding equity awards over these periods, and explicitly states compensation isn’t aligned to TSR or net income in its pay-versus-performance discussion.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed for Ms. Hulette (FY 2023–FY 2025) | — | — | — | — | — |
| Evidence: Company had no outstanding equity awards in FY 2023–FY 2025; compensation not tied to TSR or net income. | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 74,496 shares. Footnotes indicate cross-allocation with spouse (R. Clay Hulette) holdings; Teresa’s total includes 27,499 shares owned by spouse; R. Clay’s total includes 46,997 shares owned by spouse (Teresa). |
| ESOP/401(k) credited shares | 3,172 shares credited to Teresa’s account (voting but not investment power) per beneficial ownership footnotes. |
| Ownership % of outstanding | Less than 1% based on 8,086,715 shares outstanding as of the record date. |
| Options (exercisable/unexercisable) | None outstanding; company did not grant stock options during the period. |
| RSUs/PSUs (vested/unvested) | None outstanding during FY 2023–FY 2025. |
| Hedging/Pledging policy | Company does not prohibit hedging or pledging by directors and officers (policy disclosed; hedging instruments and pledging permitted). |
| Personal pledging | Not disclosed in the proxies reviewed. |
| Stock ownership guidelines | Not disclosed in the proxies reviewed. |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Employment agreement with First Federal of Kentucky; three-year terms currently expiring August 15, 2028. Current base salary under agreement: $112,750. |
| Severance (without cause/good reason) | Lump-sum cash equal to base salary for the remaining term, paid within 10 calendar days; continued participation/benefits under retirement programs and continued health, life, disability coverage on terms no less favorable than those for senior executives; if group coverage cannot be provided, comparable individual policy coverage. |
| Non-compete | One-year non-compete post-termination for any reason other than in connection with a change in control. |
| Legal fees & indemnification | Reimbursement of reasonable costs/legal fees if the executive prevails on the merits in disputes; full indemnification to the extent legally permissible. |
| Death | Base salary through end of month of death paid to estate; agreement terminates. |
| Disability | Compensation/benefits under the agreement for periods prior to termination due to disability; potential eligibility for long-term disability plan benefits. |
| Change-in-control economics | Non-compete excluded in connection with a change in control; no explicit CoC severance multiple disclosed beyond standard severance terms. |
| Clawback policy | Company adopted incentive-compensation recoupment policy compliant with SEC Rule 10D-1 and Nasdaq Rule 5608 (applies to erroneously awarded incentive-based compensation in restatement scenarios, last 3 completed fiscal years). |
| Stock options grant practices | Company does not currently grant stock options; specifies grant practices to avoid MNPI timing if options were granted in future. |
| Retirement plan | Financial Institution Retirement Plan frozen effective April 30, 2019; no new benefits accrue; present value methodology outlined. |
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Compensation Actually Paid (non-PEO NEOs average) | $154,399 | $114,729 | $126,032 |
| TSR index (value of $100 initial investment; base as of June 30, 2023) | $81.42 | $44.49 | $40.97 |
| Net Income (USD thousands) | $933 | $(1,721) | $181 |
Company states it does not use TSR or net income to determine compensation levels or incentive payouts.
Related Party Transactions and Governance Policies
- Loans to directors, executive officers and affiliates made in ordinary course, substantially same terms as comparable transactions; $979,000 outstanding at 6/30/2024 (2.0% of stockholders’ equity) and $1.0 million at 6/30/2025 (2.2% of equity); all such loans require approval by a disinterested majority of the Bank’s Board.
- Section 16(a) compliance: all reporting persons complied in 2024; in 2025, one late Form 4 for director William H. Johnson; no issues disclosed for Ms. Hulette.
- Hedging and pledging permitted under insider trading policy (no prohibitions).
- Say‑on‑pay historically “overwhelmingly approved” by stockholders; Board recommends annual frequency and continued approval.
Equity Ownership & Alignment (Detail)
| Item | Amount/Status | Notes |
|---|---|---|
| Shares owned (beneficial) | 74,496 shares | Cross-referenced with spouse’s holdings in footnotes. |
| Percent of shares outstanding | <1% | Based on 8,086,715 shares outstanding. |
| ESOP/401(k) credited shares | 3,172 | Voting power without investment power. |
| Options outstanding | None | No options granted during FY 2023–FY 2025. |
| RSUs/PSUs outstanding | None | No equity awards outstanding FY 2023–FY 2025. |
| Pledging/Hedging | Allowed by policy | Company does not prohibit pledging or hedging. |
Employment Terms (Key Economics Snapshot)
| Term | Economic Impact |
|---|---|
| Base salary under agreement | $112,750 |
| Severance (no cause/good reason) | Base salary for remaining term + benefits continuation |
| Non‑compete | 1 year |
Investment Implications
- Limited selling pressure from vesting schedules: no RSUs/PSUs or options outstanding in FY 2023–FY 2025; equity award overhang minimal, reducing near‑term insider selling tied to vesting.
- Alignment via share ownership exists but is small relative to float (<1%); combined with permissive pledging/hedging policy, alignment quality is modest and carries governance risk if personal pledging occurs (not disclosed).
- Cash‑heavy pay structure with minimal variable incentives suggests retention through stability rather than performance‑linked pay; company explicitly does not tie compensation to TSR or net income, reducing pay‑for‑performance alignment.
- Employment agreement provides strong severance protection (remaining‑term salary, benefits continuation) and a 1‑year non‑compete, lowering near‑term retention risk but potentially increasing cost in transition scenarios; no explicit change‑of‑control multiple disclosed.
- Related‑party dynamics (spouse as director/CEO; nephew as CFO) and insider loans at ordinary terms warrant continued monitoring for governance optics, though policies require disinterested approvals and standard terms.