Kenneth Montgomery
About Kenneth Montgomery
Independent director since 2024 (age 66). Former First Vice President and Chief Operating Officer of the Federal Reserve Bank of Boston; interim President & CEO (Oct 2021–Jun 2022); 18 years as Federal Reserve System Chief Technology Officer based out of the Richmond Fed. Known for overseeing the $700 million FedNow Service program; extensive regulatory and technology oversight and financial acumen cited by the Board as qualifications to serve.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Reserve Bank of Boston | First Vice President & Chief Operating Officer | Through 2024 | Oversaw critical initiatives including the $700M FedNow Service program |
| Federal Reserve Bank of Boston | Interim President & CEO | Oct 2021–Jun 2022 | Led bank operations during leadership transition |
| Federal Reserve System (Richmond Fed) | Chief Technology Officer | 18 years | Oversight of technology groups/systems across the System |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advanced Cyber Security Center | National advisory board member; past vice chair | Not disclosed | Industry–academia–government cybersecurity consortium |
| Greater Boston Chamber of Commerce | Executive committee member | Not disclosed | Regional business leadership |
| Boston Private Industry Council | Chair | Not disclosed | Workforce development board for Boston |
| Boston Municipal Research Bureau | Executive committee member | Not disclosed | Municipal policy oversight |
| Massachusetts Cyber Security Council | Former member | Not disclosed | State cybersecurity advisory body |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Montgomery is independent.
- Committee assignments: Enterprise Risk Management (ERM) and Nominating & Governance (NG); both committees comprised of independent directors.
- Meeting cadence: 2024 meetings — Audit (8), ERM (8), Compensation (4), NG (10).
- Attendance: Board held 11 regular meetings in 2024; no director attended fewer than 75% of Board and committee meetings.
- Board leadership: CEO serves as Chair; independent directors meet in executive sessions; Lead Independent Director appointed (Francis Orfanello) to strengthen independent oversight.
Fixed Compensation
| Component | 2024 Actuals | 2025 Structure |
|---|---|---|
| Annual cash retainer | $75,000 (standard for non-employee directors) | $75,000 (unchanged) |
| Committee membership retainer | $25,000 per committee | $25,000 per committee |
| Committee chair fee | $10,000 | $10,000 (Audit Chair adds $5,000, total $15,000) |
| Lead Independent Director fee | N/A | $25,000 annually (effective Jan 2025) |
| Meeting fees | Not disclosed | Not disclosed |
| Montgomery’s 2024 cash fees | $25,000 (prorated; joined Sept 2024) | N/A |
Performance Compensation
| Plan/Grant | Grant Value | Shares | Vesting | Triggers/Clawback | Notes |
|---|---|---|---|---|---|
| 2025 Equity Incentive Plan – initial non-employee director restricted stock grants | ~$1,235,200 per director (based on $18.78 closing price on Mar 5, 2025) | 65,772 shares per director | 5-year equal annual installments; time-based vesting | Double-trigger vesting upon change in control plus involuntary termination/resignation for good reason; awards subject to company clawback policies; no repricing; no dividends until vesting | Self-executing grants effective day after shareholder approval (Apr 24, 2025) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Montgomery |
| Committee roles at other public companies | None disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed specific to Montgomery; one board-related legal services relationship noted with Nutter (Director Ayoub), not linked to Montgomery |
Expertise & Qualifications
- Regulatory and technology leadership across the Federal Reserve System; oversight of complex payment infrastructure (FedNow).
- Risk management depth aligned with ERM committee mandate; financial acumen cited by Board.
- Governance experience via roles on NG committee; contributes to board effectiveness assessments and nominations.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 100 shares; <1% of shares outstanding (41,842,641) |
| Anti-hedging/pledging policy | Directors and executives prohibited from hedging; pledging generally prohibited unless Board-approved (no exceptions approved) |
| Director stock ownership guidelines (effective Jan 2025) | Non-employee directors must hold 4× annual cash retainer; 5-year compliance period; restricted stock counts; one-year holding of 50% of vested shares until guideline met |
| Post-Plan equity grant (Apr 24, 2025) | 65,772 restricted shares granted; 5-year time-based vesting; counts toward stock ownership guidelines (restricted stock included) |
Governance Assessment
- Strengths:
- Independent director with deep regulatory, technology, and risk oversight background; assigned to ERM and NG committees composed of independent directors.
- Board instituted Lead Independent Director and uses executive sessions; committee charters emphasize risk, governance, and compensation best practices.
- Clawback policy aligned with SEC/Nasdaq; anti-hedging/pledging restrictions; equity plan adopts best practices (minimum vesting, double trigger, no repricing, dividend deferral).
- Election support: Montgomery received 24,734,364 “For” votes with 601,447 “Withhold” (broker non-votes 7,375,371).
- Watch items:
- One-time director equity awards are large (~$1.24M grant value, 65,772 shares), though common post mutual-to-stock conversions; monitor dilution and independence of oversight as awards vest.
- Related-party transactions exist at the board level (legal services with Nutter via Director Ayoub), but no adverse terms; ensure continued robust recusal and periodic review.
- Beneficial ownership was minimal pre-grant (100 shares); guidelines allow 5 years and include restricted stock, which should improve alignment as grants vest.
Director Compensation Details
| Metric | 2023 | 2024 |
|---|---|---|
| Standard annual cash retainer | $75,000 | $75,000 |
| Committee membership retainer (per committee) | $25,000 | $25,000 |
| Committee chair fee | $10,000 | $10,000 |
| Lead Independent Director fee | N/A | Effective Jan 2025: $25,000 (future structure) |
| Audit Chair incremental fee | N/A | Effective Jan 2025: +$5,000 (total $15,000) |
| Montgomery’s cash fees | N/A (not yet on board) | $25,000 (prorated for Sept–Dec 2024) |
Shareholder Votes (Apr 23, 2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Kenneth Montgomery | 24,734,364 | 601,447 | — | 7,375,371 |
| Approve 2025 Equity Incentive Plan | 24,020,436 | 983,457 | 331,918 | 7,375,371 |
| Ratify auditor (Elliott Davis, LLC) | 32,045,841 | 240,486 | 424,855 | 0 |
RED FLAGS
- Sizeable one-time director equity grants may attract scrutiny; monitor vesting, performance conditions, and any changes to grant practices beyond conversion-related awards.
- Related-party legal services (Nutter) require continued oversight; no link to Montgomery disclosed, but board-level RPTs warrant periodic review.
Notes on Attendance and Engagement
- All directors attended the 2024 Annual Meeting of Stockholders; the Board emphasizes executive sessions for independent oversight.
- No director fell below the 75% attendance threshold for Board/committee meetings in 2024.
Compensation Committee and Advisors (context for director pay governance)
- Compensation Committee utilized Meridian Compensation Partners during 2024 for NEO and director market reviews; pay-for-performance philosophy with avoidance of single-metric incentives.