William H. Johnson
About William H. Johnson
William H. Johnson (age 75) is an independent director of Kentucky First Federal Bancorp, serving on the Board since 2023. He is the retired Danville-Lancaster Area President of First Federal Savings Bank (2013–Mar 2022) and previously served as President & CEO of Central Kentucky Federal Savings Bank and CKF Bancorp (Aug 2005 until the merger with First Federal), with earlier leadership roles at Great Financial Bank and Commonwealth First Federal S&L. The Board affirms his independence while noting his prior employment with First Federal of Kentucky (ended Feb 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Federal Savings Bank of Kentucky | Danville-Lancaster Area President (retired) | Jan 2013 – Mar 2022 | Regional leadership; deep market knowledge used to provide Board insight . |
| Central Kentucky Federal Savings Bank / CKF Bancorp | President & CEO | Aug 2005 – merger with First Federal Savings Bank | Led bank pre-merger; experience managing community bank operations . |
| Great Financial Bank, F.S.B. | Vice President and Regional Manager | 16 years (prior to 1998) | Retail/regional banking management experience . |
| Commonwealth First Federal Savings & Loan (Danville, KY) | Managing Officer | 7 years (prior to Great Financial tenure) | Local S&L executive leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kentucky Bankers Association | Board of Directors (prior service) | Not specified | Industry association governance; not a public company directorship . |
Board Governance
- Committee assignments: Audit Committee (member; committee met 4x; Chair: David R. Harrod), Compensation Committee (member; committee met 1x; Chair: Lou Ella R. Farler), Nominating & Corporate Governance Committee (member; Chair: Lou Ella R. Farler) .
- Independence: Classified independent; Board specifically considered his prior employment at First Federal of Kentucky (Jan 2013–Feb 2022) in its independence determination .
- Attendance: Board met 4 times in FY2025; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Chair is independent (Walter G. Ecton, Jr.); committees comprised solely of independent directors .
- Control dynamic: First Federal MHC owns ~58.5% of outstanding shares, ensuring quorum and significant influence on votes .
- Hedging/pledging policy: Company does not prohibit directors/officers from hedging or pledging shares; policy exists but lacks prohibitions (potential governance concern) .
- Clawback: Incentive-compensation recoupment policy adopted per SEC/Nasdaq rules .
Fixed Compensation
| Component | FY2025 Amount/Terms | Notes |
|---|---|---|
| Director Fees (Total – Johnson) | $20,788 | Fees include service across Company and subsidiary bank boards; perquisites did not exceed $10,000 per director . |
| Company Board Retainer | $600 per month | No extra compensation for Company-level committee meeting attendance . |
| First Federal of Hazard Board Retainer | $900 per month | Committee meeting fee: $100 per committee meeting held on non-board days . |
| First Federal of Kentucky Board Retainer | $900 per month | Committee meeting fee: $100 per committee meeting held on non-board days . |
No equity compensation for directors was disclosed in FY2025; the director compensation table reflected cash fees only .
Performance Compensation
| Feature | Detail |
|---|---|
| Short/Long-term Incentives | No director performance-based incentives disclosed for FY2025; compensation is fixed-fee based . |
| Stock Options | Company states it does not currently grant stock options as part of equity programs (general policy context) . |
| Performance Metrics | Not applicable to director pay (no disclosed director performance plan) . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed . |
| Private/nonprofit boards | Kentucky Bankers Association (prior service) . |
| Interlocks or related-party ties | None disclosed for Johnson beyond prior employment at First Federal of Kentucky (considered in independence) . |
Expertise & Qualifications
- Community banking leadership: Decades of operating experience across multiple Kentucky banking institutions, including CEO experience and regional leadership .
- Governance: Service on industry association board (KBA) .
- Audit expertise designation: The Board’s designated “audit committee financial expert” is David R. Harrod; Johnson is not designated the financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notable Details |
|---|---|---|---|
| William H. Johnson | 46,710 | <1% (as classified by company) | Includes 6,694 shares credited to his 401(k) Plan account . |
| Shares Outstanding (Record Date 9/30/2025) | 8,086,715 | — | Shares outstanding basis for percentages . |
| Hedging/Pledging | — | — | Company does not prohibit hedging or pledging by directors/officers (policy gap) . |
Insider Trades and Compliance
| Item | FY2025 |
|---|---|
| Section 16(a) compliance | One Form 4 for Johnson was filed late (one transaction) . |
Related-Party Exposure
- Insider loans: Banks extend loans to directors and executives only in the ordinary course and on non-preferential terms with required board approvals; aggregate loans to directors/executives and affiliates totaled ~$1.0 million (2.2% of stockholders’ equity) at 6/30/2025; no individual loan disclosure for Johnson .
- Related-party transactions require Audit Committee approval; no Johnson-specific related-party transactions disclosed .
Compensation Committee Context
- Composition: Chair Lou Ella R. Farler; members include Johnson, Harrod, and Ecton; committee met once in FY2025 .
- Consultant authority: Committee charter authorizes engaging external consultants without management approval; charter posted on bank website .
Governance Assessment
-
Strengths
- Independent director serving on all three key committees, enhancing oversight touchpoints .
- Adequate attendance record (no director <75%); participation in annual meeting reinforces engagement .
- Clawback policy aligned with SEC/Nasdaq requirements .
- Audit Committee chaired by a designated financial expert (Harrod), supporting financial oversight .
-
Watch Items / Red Flags
- No prohibition on hedging or pledging by directors/officers—misalignment risk for investors focused on long-term ownership integrity .
- One late Form 4 for Johnson in FY2025—minor compliance lapse to monitor .
- Majority control by First Federal MHC (~58.5%) reduces minority shareholder influence on governance outcomes (e.g., director elections, say-on-pay) .
- Compensation for directors appears purely cash-based with no disclosed equity ownership requirements or director ownership guidelines—limited alignment signal (no guidelines disclosed; cash-only table) .
- Broader risk environment: First Federal of Kentucky under a formal OCC agreement (troubled condition), triggering restrictions on severance/change-in-control payments—macro governance and risk context for the enterprise (not specific to Johnson) .