Kenneth R. Lehman
About Kenneth R. Lehman
Kenneth R. Lehman (age 66) is an independent director of LINKBANCORP, Inc. (LNKB) since November 2023, following LINK’s merger with Partners Bancorp; he is a private investor and former banking and securities attorney with extensive community bank board experience across multiple institutions . He is nominated to serve through the 2025 annual meeting term and is designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Four Oaks Fincorp (Section 12 registrant) | Director | 2014 – Nov 2017 | Board experience at a public banking company |
| First Capital Bancorp, Inc. (Section 12 registrant) | Director | 2012 – Jan 2016 | Public company board oversight |
| Village Bank and Trust Financial Corp. (Section 12 registrant) | Director | Jun 2016 – May 2018 | Public company board oversight |
| Partners Bancorp / The Bank of Delmarva | Director | 2014 onward (prior to LINK merger) | Community bank governance |
| Virginia Partners Bank | Director | Since 2016 (prior to LINK merger) | Community bank governance |
External Roles
| Organization | Role | Status/Start | Notes |
|---|---|---|---|
| Marine Bancorp of Florida & Marine Bank and Trust Company (Vero Beach, FL) | Director | Current | Community bank board service |
| BankFLORIDA Bancorp & BankFLORIDA (Dade City, FL) | Director | Current | Community bank board service |
| Locality Bank (Ft. Lauderdale, FL) | Director | Current | Community bank board service |
| Other public boards (current) | — | None | Proxy notes no current public company directorships (other than Parmer at AMST) |
Board Governance
- Committee assignments: Member, Compensation Committee; the committee met 7 times in 2024 and is comprised entirely of independent directors (Chair: George Parmer; members: Pierson, Tressler, Lehman, Albertine) .
- Independence: Board determined Lehman is independent under Nasdaq rules .
- Attendance: Board met 13 times in 2024; other than Director Pierson, all directors attended at least 75% of board and applicable committee meetings—implying Lehman met the threshold .
- Board leadership and oversight: Independent Chair (Joseph C. Michetti, Jr.) with separate CEO role; robust ERM oversight via a Board-level Enterprise Risk Management Committee chaired by William Pommerening and quarterly risk reporting to the full board .
- Annual meeting engagement: Corporate guidelines expect director attendance; in 2024, 19 of 21 directors attended (two excused) .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Cash retainer | 30,000 | Annual cash for non-employee directors meeting ≥75% attendance |
| RSUs (grant-date fair value) | 13,160 | Non-employee director equity; directors held 2,000 restricted shares as of 12/31/2024 (plan year cap $50,000) |
| Total | 43,160 | Sum of cash and RSUs |
Policy parameters:
- Committee chair fees: $2,500 annual for chairs (Compensation, Risk, Nominating & Corporate Governance, Audit); Board Chair receives $5,000 additional .
- No separate meeting fees disclosed beyond retainers .
Performance Compensation
| Element | Metric/Condition | Specifics |
|---|---|---|
| Director equity plan cap | Grant-date fair value cap | Non-employee director awards capped at $50,000 per calendar year |
| Vesting minimum | Time-based vesting | At least 95% of awards must have ≥1-year vesting; committee may accelerate only after 1 year |
| Dividends on unvested awards | Deferral | No cash dividends paid until vesting; dividend equivalents paid only upon vesting/settlement |
| Change-in-control treatment | Double-trigger | Unvested service-based awards vest upon involuntary termination following change-in-control |
| Clawbacks/hedging | Policy restrictions | Awards subject to company clawback policies and anti-hedging/pledging trading restrictions |
Note: No director-specific performance metrics (e.g., TSR, ROA) are disclosed for determining director RSU grants; equity appears time-based for non-employee directors .
Other Directorships & Interlocks
| Company | Relationship to LNKB | Potential interlock context |
|---|---|---|
| Marine Bancorp of Florida / Marine Bank and Trust Company | Unrelated bank | External bank directorships; governance experience, not disclosed as related party |
| BankFLORIDA Bancorp / BankFLORIDA | Unrelated bank | External bank directorships; not disclosed as related party |
| Locality Bank | Unrelated bank | External bank directorships; not disclosed as related party |
- Current public company boards: None; only director Parmer serves on Amesite Inc. (NASDAQ: AMST) per proxy; Lehman is not listed on current public boards .
Expertise & Qualifications
- Private investor; former banking and securities attorney; multi-decade advisory and directorial experience at community banks and several Section 12-registered banking companies .
- Brings institutional knowledge of bank governance, risk, and regulatory matters to LNKB’s Compensation Committee .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 8,725,254 shares | As of April 4, 2025 |
| % of shares outstanding | 23.34% | Based on 37,377,342 shares outstanding |
| Pledged as collateral | No | Proxy states no director/NEO pledges |
| Anti-hedging policy | Prohibits hedging | Applies to directors, officers, employees |
Governance Assessment
-
Strengths
- Independence confirmed; service on an all-independent Compensation Committee that met 7 times in 2024 enhances pay governance rigor .
- High engagement—board held 13 meetings and Lehman met the ≥75% attendance threshold; independent chair structure and formal ERM oversight support board effectiveness .
- Shareholder-friendly plan features: minimum vesting, no option repricing/buyouts without shareholder approval, dividend deferral, double-trigger vesting, clawbacks, anti-hedging/pledging—mitigate pay-risk and misalignment concerns .
- Director pay modest and equity-capped ($50k/year), limiting undue incentives or dilution; RSU usage aligns directors with shareholders .
-
Potential red flags and monitoring items
- Very large personal stake (23.34%) confers significant influence; while aligned with shareholder value, it can concentrate voting power—monitor for any governance dominance risks .
- Multiple external bank directorships (Marine Bancorp of Florida/Marine Bank & Trust; BankFLORIDA; Locality Bank) raise potential for perceived interlocks or conflicts if LNKB activities overlap geographically or competitively; no related party transactions involving Lehman are disclosed, but continued oversight is prudent .
- Related party financings in the proxy involve another director (Parmer) and entities he owns—no Lehman-specific transactions disclosed; Audit Committee reviews related person transactions ≥$25k semi-annually .
-
Related-party transactions status
- Loans to directors/officers are ordinary course under banking regulations; other material related transactions since Jan 1, 2023 were with entities owned by Director George Parmer (not Lehman) in subordinated notes placements (2020, 2022) .
- Audit Committee policy requires periodic review/approval of related person transactions; all fees and auditor independence reviewed and pre-approved .