Corissa B. Porcelli
About Corissa B. Porcelli
Independent director of Kingsway Financial Services (KFS) since September 21, 2020; age 38; CFA charterholder. Background includes progression from Analyst to Director of Research at The Stilwell Group, with extensive public company financial analysis experience; BA in Economics and Psychology from the University of Pennsylvania (2008) . Independence affirmed under SOX Section 301 and NYSE criteria; majority of KFS’s board is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Stilwell Group | Analyst → Director of Research | Not disclosed | Leads fundamental research over public equities; deep financial statement analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sound Financial Bancorp, Inc. | Director | Since 2024 | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; current Audit Committee composition is Gregory P. Hannon (Chair), Charles Frischer, and Corissa B. Porcelli .
- Independence: Listed as independent under SOX and NYSE standards .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of Board and assigned committee meetings . All directors attended the 2024 annual meeting except Messrs. Levine and Stilwell, implying Porcelli attended .
- Board leadership: Independent, non-executive Chairman (Terence M. Kavanagh) presides over executive sessions and sets agendas .
Fixed Compensation
| Year | Component | Amount (USD) |
|---|---|---|
| 2024 | Annual director retainer (cash) | $80,000 |
| 2024 | Additional committee chair fees | Not applicable to Porcelli (Audit Chair receives +$40,000; Board Chair +$40,000) |
| 2024 | Meeting fees | None disclosed |
| 2024 | Other compensation | $0 |
Program structure: Non-employee directors receive a single cash retainer; only Board Chair and Audit Chair receive additional cash; no equity grants disclosed to directors for 2024 .
Performance Compensation
| Element | Metrics | Targets | Payout/Value |
|---|---|---|---|
| Performance-based cash | None disclosed for directors | — | — |
| Equity (RSUs/PSUs/Options) | None disclosed for directors | — | — |
No director performance-linked compensation disclosed; compensation is entirely fixed cash for 2024 .
Other Directorships & Interlocks
- Current public boards: Sound Financial Bancorp, Inc. (director since 2024) .
- Interlocks/potential conflicts:
- Employment: Director of Research at The Stilwell Group, whose principal Joseph D. Stilwell is a KFS director and chairs the Compensation Committee; Stilwell-related investment partnerships beneficially own ~21.6% of KFS common shares .
- Governance implication: While independence is affirmed under NYSE/SOX, the affiliation with a significant shareholder may create perceived influence channels on board decisions and compensation oversight .
Expertise & Qualifications
- Credentials: CFA charterholder; BA in Economics & Psychology (University of Pennsylvania, 2008) .
- Functional expertise: Financial statement analysis, public company evaluation; Audit Committee service indicates financial literacy per NYSE standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Corissa B. Porcelli | 0 | <1% (“*”) |
Policy context:
- Securities trading policy prohibits directors/officers/employees from engaging in hedging or monetization transactions with respect to company securities .
Section 16 compliance:
| Metric | Status |
|---|---|
| 2024 Section 16(a) filings | All timely for directors except one late Form 4 by Messrs. Fitzgerald and Frischer; no late filings noted for Porcelli |
Governance Assessment
- Board effectiveness and engagement: Active Audit Committee participation (4 meetings in 2024) and ≥75% meeting attendance supports engagement; independent Chair structure reinforces oversight .
- Alignment and incentives: Porcelli received cash-only compensation ($80,000) with no equity grants; absence of share ownership (0 shares) may signal limited direct economic alignment versus shareholder interests, though independence and Audit oversight competencies are strong .
- Conflicts and related-party exposure: Employment at The Stilwell Group alongside Stilwell’s significant KFS ownership and committee leadership presents potential perceived conflicts; independence designation remains per NYSE/SOX, but investors should monitor voting/committee dynamics for undue influence (Compensation Committee chaired by Stilwell) .
- Shareholder sentiment: 2025 say-on-pay passed with 14,336,882 votes for, 232,635 against, 22,376 abstain; auditor ratification strongly supported, indicating general confidence in governance and pay practices .
RED FLAGS
- Economic alignment risk: 0 share ownership and no director equity grants in 2024 reduce skin-in-the-game alignment .
- Influence/interlock risk: Dual role nexus with The Stilwell Group (large shareholder) and Stilwell’s committee chairmanship could concentrate influence over compensation and governance processes despite formal independence .
Contextual Data
| Item | Detail |
|---|---|
| Audit Committee meetings (2024) | 4 |
| Compensation Committee meetings (2024) | 1 |
| Nominating & Governance Committee meetings (2024) | 1 |
| Investment Committee meetings (2024) | 1 |
| Board meetings (2024) | 8 (all directors ≥75% attendance) |
| 2025 Annual Meeting vote (Say-on-Pay) | For: 14,336,882; Against: 232,635; Abstain: 22,376; Broker non-votes: 4,084,846 |
Overall: Strong audit oversight credentials and independence designation; monitor alignment given zero ownership and cash-only pay, and watch for potential influence from Stilwell-affiliated structures in compensation and governance. Citations: .