Darrianne P. Christian
About Darrianne P. Christian
Independent director since 2018 (age 53), currently serving on LKFN’s board with committee leadership roles tied to risk oversight and compensation. Background includes co-founding and leading strategic initiatives at BCforward (global IT consulting and workforce firm), prior service as a Central Intelligence Agency officer (1990–1995), and IT/program management roles (1995–2003); she also holds nonprofit board positions at Newfields and the Eskenazi Foundation and is active with the Justin and Darrianne Christian Center for Diversity and Inclusion at DePauw University . The board classifies all current directors (other than the CEO and President) as independent under Nasdaq rules; LKFN’s board met six times in 2024 with all incumbent directors attending at least 75% of board and committee meetings, underscoring engagement expectations; executive sessions of independent directors were held twice in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Intelligence Agency | Officer | 1990–1995 | Security/intelligence background applicable to risk oversight |
| Various firms | Program Manager / IT Consultant | 1995–2003 | Technology execution and project governance experience |
| BCforward | Co-founder; leads strategic initiatives | 1998–present | Tech sector/operator perspective; workforce solutions expertise |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Newfields (Indianapolis Museum of Art) | Nonprofit | Board Member | Current |
| Eskenazi Foundation | Nonprofit | Board Member | Current |
| DePauw University – Justin and Darrianne Christian Center for Diversity and Inclusion | Academic/Nonprofit | Works closely with center | Current |
Board Governance
- Committee assignments and roles:
- Corporate Risk Committee (Lake City Bank board) – Chair
- Compensation Committee – Member; the proxy also references vice chair role in her bio, while the committee roster shows Emily Pichon as Chair and Blake Augsburger as Vice Chair in 2024; the company anticipates Abbasi as Chair and Christian as Vice Chair following the 2025 annual meeting .
- Independence: Board determined all current directors except Mr. Findlay (CEO/Chair) and Ms. Pruitt (President) are independent under Nasdaq rules .
- Attendance: LKFN board met six times in 2024; all incumbent directors attended at least 75% of board and relevant committee meetings; all current directors attended the 2024 annual meeting .
- Executive sessions: Two independent director executive sessions held in 2024; Lead Independent Director role held by Augsburger .
| Committee | 2024 Meetings |
|---|---|
| Audit Committee | 4 |
| Compensation Committee | 2 |
| Corporate Risk Committee (Lake City Bank) | 4 |
| Nominating & Corporate Governance | 2 |
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Annual Director Retainer (cash) | $35,000 |
| Corporate Risk Committee Chair Additional Retainer (cash) | $10,000 |
| Total Fees Earned (cash) – Christian | $45,000 |
| Annual Stock Grant (fully vested shares) | 1,300 shares (650 on Jan 9, 2024; 650 on Jul 9, 2024) |
| Stock Awards (grant-date fair value) – Christian | $78,631 |
- No meeting fees disclosed; director fees reviewed annually by the Compensation Committee .
- Directors may defer fees under the nonqualified Directors Fee Deferral Plan; returns track LKFN stock performance; no preferential/above-market earnings; any trust-held shares are treated as treasury and non-voting .
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date Price Inputs | Grant-Date Fair Value |
|---|---|---|---|---|
| Jan 9, 2024 | Fully vested stock | 650 | $63.03 per share (ASC 718) | Included in annual stock award fair value |
| Jul 9, 2024 | Fully vested stock | 650 | $57.94 per share (ASC 718) | Included in annual stock award fair value |
| Total FY 2024 | Fully vested stock | 1,300 | — | $78,631 (Christian) |
- Structure: Non-employee director equity grants are fully vested and delivered in two tranches annually (January and July) under the 2017 plan; directors may also receive non-qualified stock options or stock grants subject to 10,000-share annual limits per instrument type .
- 2025 Equity Incentive Plan features (governance safeguards):
- Fixed share reserve: 1,100,000; no evergreen feature .
- Share reuse excludes shares used for option exercise or tax withholding; conservative reuse provisions .
- Minimum vesting periods for service-based employee awards (≥1 year, with ≤5% carveout) .
- Repricing prohibited without shareholder approval; options/SARs must be granted at or above fair market value .
- Double-trigger change-in-control vesting acceleration only if plan not assumed or after qualifying termination .
- Clawback policy applies; administered by independent directors .
Other Directorships & Interlocks
| Entity | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| BCforward | Private | Co-founder; strategic initiatives | No LKFN-related transactions disclosed; Board retains independence review process |
| Newfields | Nonprofit | Board Member | None disclosed |
| Eskenazi Foundation | Nonprofit | Board Member | None disclosed |
- Related-party transactions disclosure in the proxy highlights arrangements for other directors (e.g., Smith’s lease and Centerfield fund investments) but no transactions are disclosed involving Ms. Christian; LKFN pre-approves non‑lending material transactions to preserve independence .
Expertise & Qualifications
- Technology/operator experience via BCforward; governance and risk lens grounded in prior CIA service; nonprofit board leadership .
- Board views her technology-sector background as valuable for innovation and client-facing solutions; qualifications align with Compensation and Corporate Risk Committee work .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Feb 18, 2025) | 13,977 | Includes deferred plan credits; “*” denotes <0.5% of class |
| Deferred plan credits | 4,527 | Directors Fee Deferral Plan credits (Feb 5, 2025) |
| Shares outstanding (record date) | 26,016,340 | Basis for % ownership |
| Ownership as % of class | ~0.054% | 13,977 ÷ 26,016,340 |
| Unvested stock awards/options outstanding | 0 | None held as of Dec 31, 2024 |
| Pledged shares | None | Pledging prohibited without prior approval; none known |
| Hedging | Prohibited | No hedging transactions reported |
| Director stock ownership guideline | 5,000 shares within five years of becoming a director | All non-employee directors in compliance as of Dec 31, 2024 |
| Compliance status (Christian) | Compliant | Beneficial ownership exceeds guideline |
Insider Trades and Section 16 Compliance
| Item | Status (2024) | Notes |
|---|---|---|
| Form 4 timeliness (Christian) | No late filings reported | One late Form 4 related to Mr. Ross; none for other directors |
| Hedging/Pledging policy compliance | In compliance | Hedging prohibited; pledging requires prior approval; none known |
Governance Assessment
- Board effectiveness and engagement: Christian chairs the Corporate Risk Committee and participates on Compensation; she signed the Compensation Committee report recommending inclusion of CD&A, indicating active oversight of pay practices . 2024 board and committee attendance standards were met across incumbents, and independent director executive sessions enhance oversight .
- Alignment via pay and ownership: Her 2024 compensation mix skews to equity (cash $45,000 vs. stock $78,631), approximately 36% cash / 64% equity, strengthening shareholder alignment; she exceeds the 5,000-share director guideline with 13,977 shares and maintains non-hedging/non-pledging posture .
- Conflicts and related-party exposure: No LKFN-related transactions disclosed involving Christian; Board maintains pre‑approval guidelines for material non‑lending transactions and annually reviews independence; broader related-party items disclosed for other directors (lease; fund investments) were deemed consistent with independence .
- Signals to investor confidence: Risk oversight leadership, technology/operator background, and adherence to rigorous equity plan guardrails (double-trigger CIC, no evergreen, repricing prohibitions, clawback) support governance quality and alignment .
RED FLAGS: None disclosed specific to Christian. Monitoring recommended for any future BCforward engagements with LKFN given spousal co‑founder status, though no such transactions are reported in the proxy .