Jonathan Brandt
About Jonathan F. Brandt
Jonathan F. Brandt (age 66) is an independent director of PFS Bancorp, Inc. and has served as a director since 2007; he is Vice Chairman of the Board of Peru Federal Savings Bank (since 2009) . An attorney-at-law and primary shareholder of Duncan & Brandt, P.C., Brandt holds a bachelor’s degree from Illinois State University and a law degree from The John Marshall Law School (Chicago), with 36 years of practice emphasizing real estate law—experience leveraged by the board for insight into real estate lending operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peru Federal Savings Bank | Vice Chairman of the Board | 2009–present | Provides legal insight supporting real estate lending operations |
| Duncan & Brandt, P.C. | Attorney-at-law, Primary Shareholder | 36 years in practice (as of 2025) | Real estate law focus; firm conducts legal work for Peru Federal |
External Roles
- The proxy biography for Brandt does not disclose other public company directorships or committee roles beyond PFS Bancorp/Peru Federal .
Board Governance
- Independence: The board determined all directors except Eric J. Heagy and Dale R. Tieman are independent under Nasdaq standards; Brandt is independent .
- Committees: Brandt serves on the Nominating and Corporate Governance Committee; James J. Brady, IV chairs that committee. Michael J. Rooney chairs both Audit and Compensation; Cynthia L. Kurkowski, CPA is a member of Audit and Compensation .
- Meetings: FY2024 committee meetings—Audit (4), Compensation (1), Nominating & Corporate Governance (1). PFS Bancorp board held 6 meetings; Peru Federal board held 24. No director attended fewer than 75% of meetings; all directors then-serving attended last year’s annual meeting .
| Committee | Member | Chair | FY2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Jonathan F. Brandt | James J. Brady, IV | 1 |
| Audit | — | Michael J. Rooney | 4 |
| Compensation | — | Michael J. Rooney | 1 |
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 35,000 | 35,000 |
| All Other Compensation | 71,995 | 75,100 |
| Breakdown – Retainer (Duncan & Brandt, P.C.) | 57,333 | 60,000 |
| Breakdown – Loan Document Preparation Fees | 14,662 | 15,100 |
| Total | 106,995 | 110,100 |
- Deferred Compensation Plan: Directors may elect to defer fees; credited at Moody’s Aaa seasoned bond rate; plan amended to allow investment in PFSB common stock via rabbi trust and certain executives to defer salary/bonus .
Performance Compensation
- 2025 Equity Incentive Plan: Approved by stockholders on May 22, 2025; grants to non-employee directors are self-executing the day following approval (expected May 23, 2025) .
- One-time initial director grants in recognition of conversion efforts; vest 20% annually over 5 years; subject to acceleration for death, disability, involuntary termination in connection with change in control .
| Award | Brandt Allocation | Valuation Basis | Vesting | Change-in-Control | Clawback / Hedging/Pledging |
|---|---|---|---|---|---|
| Restricted Stock | 3,450 shares | $10.08 per share; $34,776 total | 20% per year over 5 years | Double-trigger vesting required; acceleration if acquiror fails to assume | Awards subject to company clawback; trading policy; hedging/pledging restrictions |
| Stock Options | 8,625 options | Value depends on FMV at exercise | 20% per year over 5 years | Double-trigger vesting required; no repricing without stockholder approval | Awards subject to company clawback; trading policy; hedging/pledging restrictions |
Other Directorships & Interlocks
- No other public company board service disclosed for Brandt in the proxy materials; no interlocks identified in the disclosed sections .
Expertise & Qualifications
- Education: Illinois State University (undergraduate); The John Marshall Law School (JD) .
- Technical/Industry Expertise: Real estate law; legal insight for real estate lending operations .
- Board Qualifications: Independent director with extensive legal experience relevant to bank lending oversight .
Equity Ownership
| Metric | As of Mar 28, 2024 | As of Mar 27, 2025 |
|---|---|---|
| Shares Beneficially Owned | 40,000 | 40,000 |
| Percent of Shares Outstanding | 2.3% (1,725,000 shares SO) | 2.4% (1,660,265 shares SO) |
| Indirect Holdings Breakdown | 25,000 shares via IRA; 15,000 by spouse | 25,000 shares via IRA; 15,000 by spouse |
| Pledging Status | None pledged among named individuals | None pledged among named individuals |
| Anti-Hedging Policy | Company prohibits hedging by directors and related persons | Company prohibits hedging by directors and related persons |
Governance Assessment
- Independence and Committee Composition: Brandt is independent under Nasdaq rules and serves on the Nominating & Corporate Governance Committee; all standing committees comprise independent directors—positive for oversight .
- Attendance and Engagement: No director fell below 75% attendance; board met 6 times (Bancorp) and 24 times (Bank) in FY2024; all directors then-serving attended last annual meeting—indicative of adequate engagement .
- Shareholder Support Signals: Brandt was elected with 981,426 votes for and 92,141 withheld; the 2025 Equity Incentive Plan passed with 842,194 for vs. 218,273 against—moderate support with a notable “against” bloc on equity dilution .
| 2025 Annual Meeting Votes | For | Withhold/Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Director Election – Jonathan F. Brandt | 981,426 | 92,141 | — | 175,134 |
| 2025 Equity Incentive Plan | 842,194 | 218,273 | 13,100 | 175,134 |
- Related-Party Exposure (RED FLAG): Peru Federal paid Brandt’s law firm $75,100 in 2024 ($60,000 retainer; $15,100 loan document fees) and $71,995 in 2023 ($57,333 retainer; $14,662 loan document fees). The proxy states these were on ordinary-course, market terms, but recurring payments to a director’s firm present perceived conflict risk—especially with Brandt serving on the Nominating & Corporate Governance Committee .
- Equity Plan Protections: Director awards include double-trigger change-in-control vesting, minimum one-year vesting, no option repricing/cash buyouts without stockholder approval, and clawback/hedging/pledging restrictions—mitigating risk of misaligned incentives .
- Timing Controls: The company’s historical practice avoids option grants near material disclosures and within trading window closures, reducing perceived backdating/timing risk for executives; while focused on executives, it signals governance rigor around grant timing .
Overall, Brandt brings relevant legal expertise and long-tenured board service, but ongoing related-party legal fees to his firm are a governance sensitivity that warrants monitoring against independence in substance, committee assignments, and any future escalation in scope or amounts .
Notes on Unavailable Disclosures
- Director stock ownership guidelines (required multiple of fees/salary) and compliance status are not disclosed in the referenced proxy materials .
- No Form 4 insider trade filings were identified in available document lists during this review window; analysis is limited to proxy ownership tables .