Cynthia Kurkowski
About Cynthia L. Kurkowski
Independent director since 2015 (term expiring 2027); age 66 as of Dec 31, 2024. Retired CPA with BS in Accounting from Northern Illinois University (1981), 36+ years in financial, audit, and managerial roles including 20+ years at the executive level. Designated by the Board as an SEC “audit committee financial expert.” Currently a professional accounting tutor at Illinois Valley Community College.
Past Roles
| Organization/Sector | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public Accounting | Auditor/CPA | Early career; CPA post-1981 | Built financial reporting and audit expertise |
| Manufacturing | Staff Accountant; later leadership roles | Since 1984; executive-level roles; retired 2019 | Financial management and operations oversight |
| Retail | Accounting and leadership positions | Various roles prior to 2019 retirement | Managerial experience across functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Illinois Valley Community College | Professional Accounting Tutor | Current | Community engagement; education-focused role |
Board Governance
- Independence: Board determined Kurkowski is independent under Nasdaq rules; only Heagy and Tieman are non-independent due to employment roles.
- Board leadership: Independent Chairman (Michael J. Rooney) separate from CEO; committees comprised solely of independent directors.
- Committees and chair roles:
- Audit Committee: Member; Michael J. Rooney, Chair; Kurkowski designated audit committee financial expert. Meetings in FY2024: 4.
- Compensation Committee: Member; Michael J. Rooney, Chair. Meetings in FY2024: 1.
- Nominating & Corporate Governance: Not a member; James J. Brady IV, Chair. Meetings in FY2024: 1.
- Attendance and engagement: In 2024, PFS Bancorp Board met 6 times and Peru Federal’s Board met 24 times; no director attended fewer than 75% of board/committee meetings; all directors attended last year’s annual meeting.
| Committee | Membership | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Cynthia L. Kurkowski (Member) | Michael J. Rooney | 4 |
| Compensation | Cynthia L. Kurkowski (Member) | Michael J. Rooney | 1 |
| Nominating & Corporate Governance | Not a member | James J. Brady IV | 1 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director Cash Fees (USD) | $35,000 | $35,000 |
| Perquisites (aggregate) | Not > $10,000 (none reported for Kurkowski) | Not > $10,000 (none reported for Kurkowski) |
| Payment Source | Peru Federal paid all director fees; no separate PFSB fees | Peru Federal paid all director fees; no separate PFSB fees |
Performance Compensation
Initial director equity grants contingent on approval of the 2025 Equity Incentive Plan (approved May 22, 2025; grants self-executing on the day following approval).
| Grant Type | Grant Date (expected) | Amount | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | Day after May 22, 2025 (self-executing) | 3,450 shares | $34,776 (at $10.08 on 4/3/25) | 20% per year over 5 years; acceleration for death, disability, involuntary termination at/after change in control | Director limit: ≤5% of plan shares per director; ≤30% aggregate to all non-employee directors |
| Stock Options | Day after May 22, 2025 (self-executing) | 8,625 options | Not determinable (value depends on FMV at exercise) | 20% per year over 5 years; acceleration as above | Options must have ≥FMV exercise price; repricing/cash buyouts prohibited without shareholder approval |
Performance metric linkage for director awards: Plan permits performance goals in general, but initial director grants are time-based vesting; dividends/dividend equivalents deferred until vesting/settlement; double-trigger required for change-in-control vesting unless awards not assumed. Clawbacks may apply under Dodd-Frank 954; hedging/pledging restrictions apply.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards or interlocks disclosed for Kurkowski in proxies. |
Expertise & Qualifications
| Credential | Detail | Source |
|---|---|---|
| Education | BS in Accounting, Northern Illinois University (1981) | |
| Professional | CPA (retired; inactive) | |
| Designations | Audit Committee Financial Expert (SEC rules) | |
| Experience | 36+ years financial/audit/managerial; 20+ years at executive level |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Indirect Holdings | Pledge Status | As of |
|---|---|---|---|---|---|
| Cynthia L. Kurkowski, CPA | 25,000 | 1.5% (of 1,660,265 shares) | 25,000 via Individual Retirement Account | None pledged (statement applies to all named individuals) | March 27, 2025 |
Additional alignment mechanisms: Deferred Compensation Plan permits investment in PFSB common stock via a rabbi trust; anti-hedging policy prohibits hedging/derivative transactions by directors, officers, employees and related persons.
Governance Assessment
- Strengths: Independent director with CPA background and audit committee financial expert designation; service on Audit and Compensation Committees; Board’s separation of Chair/CEO; committees comprised solely of independent directors; satisfactory attendance; anti-hedging and clawback policies; double-trigger change-in-control equity vesting.
- Alignment: Personal ownership of 25,000 shares (1.5%); prospective multi-year equity vesting enhances long-term orientation. No pledging disclosed.
- Compensation structure: Modest cash retainer ($35k) with introduction of equity grants in 2025; no director meeting fees or chair fees disclosed for Kurkowski; initial equity awards are time-vested (not performance-based).
- Conflicts/related-party exposure: No related-party transactions disclosed for Kurkowski; note, separate board-level related-party transactions exist (legal fees paid to Director Brandt’s law firm: $75,100 in 2024), but loans/deposits maintained by directors are on standard terms under banking regulations.
- RED FLAGS: None specific to Kurkowski disclosed (no pledging, no related-party transactions, attendance ≥75%). Monitoring point: 2025 director equity awards are time-based rather than performance-conditioned (lower pay-for-performance sensitivity).
Overall, Kurkowski’s audit and finance expertise and independent status support board effectiveness; equity grants with multi-year vesting and anti-hedging/clawback provisions are constructive, though lack of performance metrics in director grants modestly weakens pay-for-performance signaling.