Joseph D. Stilwell
About Joseph D. Stilwell
Independent director of Kingsway Financial Services Inc. since April 23, 2009. Age 63; resides in San Juan, Puerto Rico. Owner and managing member of Stilwell Value LLC, the general partner of investment partnerships known as The Stilwell Group; began first fund in 1993. Education: B.S. in Economics, Wharton School (University of Pennsylvania), 1983; selected for board based on capital allocation expertise and substantial shareholder position in KFS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Physicians Capital, Inc. | Director | Nov 2004 – Oct 2010 (company acquired) | Board oversight during sale process |
| SCPIE Holdings Inc. | Director | Dec 2006 – Oct 2007 (sale announced) | Board oversight during sale process |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wheeler Real Estate Investment Trust, Inc. | Director | Dec 2019 – Present | Public company board service |
| Silvergate Capital Corporation | Director | Sep 2024 – Present | Public company board service |
Board Governance
- Independence: Determined independent under SOX 301 and NYSE/SEC criteria; majority of KFS directors are independent (CEO excepted) .
- Committee assignments:
- Compensation & Management Resources Committee: Chair (as of Apr 9, 2025) .
- Nominating and Corporate Governance Committee: Member (as of Apr 9, 2025) .
- Attendance:
- Board met 8 times in 2024; each director attended at least 75% of total Board/committee meetings; Stilwell did not attend the 2024 annual meeting of shareholders (missed alongside Levine) .
- Majority Election Policy: Directors not receiving majority FOR votes in uncontested elections must tender resignations, subject to Board acceptance .
- 2025 election vote result for Stilwell: 13,637,325 FOR; 954,568 WITHHELD; 4,084,846 broker non-votes .
- Say-on-Pay 2025: 14,336,882 FOR; 232,635 AGAINST; 22,376 ABSTAIN; 4,084,846 broker non-votes .
Fixed Compensation
| Year | Director Retainer (Cash) | Committee Chair Fees | Total Cash |
|---|---|---|---|
| 2024 | $80,000 | $0 (Compensation Chair not specified for extra fee; only Board Chair and Audit Chair receive $40,000 each) | $80,000 |
Notes:
- Non-employee directors receive a single retainer; Board Chair and Audit Chair receive an additional $40,000 each; no equity grants disclosed for directors in 2024 .
Performance Compensation
| Component | Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | No director equity compensation disclosed for 2024 |
| Performance metrics tied to director pay | Not disclosed/applicable |
| Clawbacks / Hedging policy | Company securities trading policy prohibits hedging/monetization arrangements; code of ethics and governance guidelines posted and maintained |
Other Directorships & Interlocks
| Individual | Other Board(s) | Potential Interlock/Notes |
|---|---|---|
| Joseph D. Stilwell | Wheeler REIT; Silvergate Capital | None disclosed with KFS customers/suppliers |
| Corissa B. Porcelli (KFS director) | Sound Financial Bancorp, Inc. (since 2024); Director of Research at The Stilwell Group | Affiliation with Stilwell Group indicates potential influence channel; she sits on KFS Audit Committee |
Expertise & Qualifications
- Capital allocation and activist investing background; managing member at Stilwell Value LLC; decades of public-company board experience and fund management since 1993 .
- Not designated as KFS “audit committee financial expert” (that designation is held by Gregory P. Hannon) .
Equity Ownership
| Holder | Shares (incl. restricted) | % of Outstanding | Ownership Structure |
|---|---|---|---|
| Joseph D. Stilwell (incl. investment partnerships) | 5,968,290 | 21.59% | Shared voting and dispositive power via Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Associates, Stilwell Value Partners VII, and Stilwell Value LLC; address 111 Broadway, 12th Floor, New York, NY 10006 |
Additional shareholder governance context:
- 27,537,151 common shares outstanding as of Mar 24, 2025 record date .
- Securities trading policy prohibits hedging/monetization transactions by insiders .
Governance Assessment
-
Strengths
- Ownership alignment: Very large stake (21.59%) suggests strong “skin in the game” and incentive to maximize shareholder value .
- Governance roles: Chairs Compensation Committee; serves on Nominating & Corporate Governance Committee, directly influencing pay practices, board composition, and governance .
- Independence: Classified independent under SOX/NYSE .
- Shareholder support: Re-elected in 2025; say-on-pay passed decisively (raw vote counts above) .
-
Watch items / potential conflicts
- Concentrated influence: As a 21.59% beneficial owner and Compensation Chair, oversight of executive/director pay occurs alongside significant shareholder control; investors may scrutinize balance of interests .
- Board attendance signal: Did not attend the 2024 annual meeting despite board guidance encouraging attendance; while Board/committee attendance met at least 75%, annual meeting absence is a minor red flag for engagement optics .
- Affiliation ties: Fellow director Corissa B. Porcelli is Director of Research at The Stilwell Group and serves on KFS’s Audit Committee, creating perceived influence interlock; no related-party transactions involving Stilwell are disclosed .
-
Related-party transactions
- Proxy discloses Argo Management Group distributions involving the CEO and his family; no material related-party transactions disclosed involving Stilwell exceeding thresholds .
-
Additional signals
- Majority Election Policy enhances accountability in uncontested elections .
- Governance infrastructure: Updated code of ethics (Mar 2, 2024) and trading policy (anti-hedging) support alignment and compliance .
Insider Filings and Votes
| Item | Detail |
|---|---|
| Section 16(a) compliance (2024) | Company states all required insider filings were timely except one late Form 4 each for Fitzgerald and Frischer; no late filings noted for Stilwell |
| 2025 Director election vote (Stilwell) | 13,637,325 FOR; 954,568 WITHHELD; 4,084,846 broker non-votes |
| 2025 Say-on-Pay vote | 14,336,882 FOR; 232,635 AGAINST; 22,376 ABSTAIN; 4,084,846 broker non-votes |
Director Compensation (Detail)
| Director | 2024 Fees Earned/Paid in Cash | Other Compensation | Total |
|---|---|---|---|
| Joseph D. Stilwell | $80,000 | — | $80,000 |
Notes: Board Chair (Kavanagh) and Audit Chair (Hannon) receive $40,000 incremental fees; Compensation Chair not specified for incremental fee; no director equity grants disclosed for 2024 .
Committee Activity (2024)
| Committee | Meetings Held (2024) | Composition (as of Apr 9, 2025) |
|---|---|---|
| Audit | 4 | Gregory P. Hannon (Chair), Charles Frischer, Corissa B. Porcelli |
| Compensation & Management Resources | 1 | Joseph D. Stilwell (Chair), Terence M. Kavanagh |
| Nominating & Corporate Governance | 1 | Gregory P. Hannon (Chair), Joseph D. Stilwell |
| Investment | 1 | Douglas Levine (Chair), Terence M. Kavanagh |
RED FLAGS: Concentrated ownership by the Compensation Chair; missed annual meeting attendance; perceived influence interlock through Porcelli’s senior role at The Stilwell Group .