Kristin Fee
About Kristin M. Fee
Vice Chair of Mercer Bancorp’s Board and director since 2013, age 50 as of December 26, 2024. Owner of Tribute Funeral Homes since 2007 and Executive Director of EUM Church since 2010; education includes University of Dayton and World Harvest Bible College. Core credentials cited by the board: marketing, operations, human resources, and strong community ties. Independent director under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tribute Funeral Homes | Owner | Since 2007 | Experience in marketing, operations, and HR beneficial to board deliberations |
| EUM Church (Greenville, OH) | Executive Director | Since 2010 | Community connections supporting the bank’s community-oriented strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy biographies |
Board Governance
- Board leadership: independent Chair (David L. Keiser) with CEO role separate; Vice Chair is Kristin Fee.
- Independence: all directors except the CEO are independent.
- Committee memberships (MSBB): Audit (Keiser, Fee, Faller), Compensation (Keiser, Fee, Boley), Nominating & Governance (Keiser, Fee, Boley).
- Attendance: FY2024 board held 12 regular and 1 special meeting; no director/committee member attended fewer than 75% of total meetings.
- Annual meeting engagement: all directors attended 2024 annual meeting.
- Executive sessions: independent directors meet periodically; risk oversight primarily through committees with reporting to full board.
Committee Activity
| Committee | Members | FY 2024 Meetings | Governance Notes |
|---|---|---|---|
| Audit | Keiser, Fee, Faller | 4 | No “financial expert” designated; board asserts members can analyze/evaluate financials |
| Compensation | Keiser, Fee, Boley | 1 | Oversees CEO and executive compensation, incentive plans, succession; CEO excluded from decisions on own pay |
| Nominating & Governance | Keiser, Fee, Boley | 1 | Skills/experience, integrity, independence, diversity, local community participation emphasized |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Director cash fees (total) | $15,800 | $16,800 | Monthly fee schedule: $1,600 for directors not in Director Retirement Agreement; $1,400 if participating; Chair or Vice Chair receives additional $400 only when chair is absent; no meeting fees |
Performance Compensation
| Element | Amount/Terms | Vesting | Notes |
|---|---|---|---|
| Restricted stock (initial grant on plan approval) | 2,045 shares (illustrative value $28,630 at $14.00) | 20% per year over 5 years; dividends deferred until vesting | Self-executing grant the day after stockholder approval; voting rights on unvested RS; subject to clawback policies |
| Stock options (initial grant on plan approval) | 5,114 options | 20% per year over 5 years; 10-year term; exercise price = closing price on grant date | No dividends; no repricing/cash buyouts without stockholder approval |
| Change-in-control treatment | Double-trigger: vesting requires CoC plus involuntary termination/resignation for good reason, or non-assumption by acquiror | Performance awards (if any) vest at greater of target or actual level | Plan uses non-liberal CoC definition and limits share recycling |
| Performance metrics | Not specified for director grants; plan permits Committee-defined performance goals and measures | — | Plan allows performance shares/units; director initial grants are time-based |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None disclosed |
| Private/non-profit boards | Executive Director of EUM Church (non-profit role) |
| Interlocks/conflicts | None disclosed specific to Ms. Fee beyond related-party loan program (see below) |
Expertise & Qualifications
- Background: Owner/operator and non-profit executive with marketing, operations, HR experience; valued for community ties in MSBB’s local markets.
- Education: University of Dayton; World Harvest Bible College.
- Board qualifications cited: management experience and community network; ability to contribute to board deliberations.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of 12/26/2024) | 4,317 shares; held in a Director Retirement Agreement Trust for Ms. Fee |
| Percent of shares outstanding | ~0.42% (4,317 / 1,022,970) |
| Vested vs. unvested | Not broken out in proxy; trust-housed shares disclosed; initial plan grants will vest over 5 years |
| Options/RSUs outstanding | Initial director grants (RS 2,045; options 5,114) self-execute after plan approval; thereafter vest per schedule |
| Hedging/pledging | Company prohibits short sales, options/derivatives, and generally pledging; no exceptions approved to date |
| Ownership guidelines | Not disclosed |
Related-Party Transactions (Loans Program)
- Federal banking regulations permit employee/director loan programs at non-preferential terms compared to other employees; MSBB discloses compliance and normal risk of collectability.
FY2024 Loan Details
| Name | Type of Loan | Largest Aggregate Balance (10/1/23–9/30/24) | Principal Balance (9/30/24) | Principal Paid (FY2024) | Interest Paid (FY2024) | Interest Rate |
|---|---|---|---|---|---|---|
| Kristen M. Fee | Automobile loan | $27,026.12 | $18,868.36 | $8,157.76 | $333.83 | 1.409% |
| Jon Fee (spouse) | Home mortgage | $337,107.71 | $328,732.63 | $8,375.08 | $5,774.23 | 2.403% |
FY2023 Loan Details
| Name | Type of Loan | Largest Aggregate Balance (10/1/22–9/30/23) | Principal Balance (9/30/23) | Principal Paid (FY2023) | Interest Paid (FY2023) | Interest Rate |
|---|---|---|---|---|---|---|
| Kristen M. Fee | Automobile loan | $36,532 | $27,763 | $8,770 | $458 | 1.409% |
| Jon Fee (spouse) | Home mortgage | $346,757 | $337,890 | $8,866 | $4,008 | 1.150% |
- Audit Committee reviews related transactions over $120,000 at least semi-annually; directors must disclose interests per the Code of Business Conduct and Ethics.
Director Retirement Agreements
- Ms. Fee participates in a Director Retirement Agreement converted to defined contribution form at mutual-to-stock conversion; annual contributions target prior accrual-equivalent, with a one-time election enabling investment in MSBB stock during offering.
- Normal retirement age: 71 for Ms. Fee; vesting: 33% after 6 years, 66% after 10 years, 100% after 18 years; change-in-control: full vesting with lump sum within 60 days upon separation within 24 months of CoC.
Compensation Structure Analysis
| Indicator | Observation |
|---|---|
| Cash vs equity mix | Pre-plan: all cash; post-approval of 2025 Equity Plan: time-based RS and options add equity mix for directors |
| Guaranteed vs at-risk | Director cash retainers fixed; equity awards vest over 5 years (service-based) rather than performance-based |
| Repricing/modification | Plan prohibits option repricing or cash buyout of underwater options without stockholder approval |
| Clawbacks | Awards subject to MSBB clawback policies including Dodd-Frank Section 954 |
Governance Assessment
- Strengths: independent leadership structure (separate Chair/CEO); Fee is independent and engaged across Audit, Compensation, and Nominating committees; strong attendance and annual meeting participation; anti-hedging/anti-pledging policy; equity plan employs best practices (double-trigger CoC, no repricing, dividends deferred).
- Alignment: Fee’s beneficial ownership and forthcoming time-based equity grants align incentives with shareholders, with clawbacks and minimum one-year vesting on at least 95% of awards.
- Watch items/RED FLAGS: Audit Committee lacks a designated “financial expert” (board asserts capability); related-party loan participation by Ms. Fee and spouse (within disclosed program and regulatory compliance); director retirement agreement benefits create potential optics risk though typical for mutual-to-stock conversions.
Overall, disclosures indicate an independent, active director with comprehensive committee involvement and community-centric operational expertise; equity plan grants and clawbacks strengthen alignment, while the absence of an audit financial expert and related-party loan participation warrant continued monitoring.