Michael Rooney

About Michael J. Rooney

Michael J. Rooney (age 69) has served on the Board since 1995 and is the independent Chairman of the Board since 2008. He is a Doctor of Optometry with degrees from Creighton University (1977) and the Illinois College of Optometry (1981), and has actively managed Eye Care Professionals, a multi-doctor group practice, since 1999 . He serves as Chair of both the Audit Committee and the Compensation Committee; the Board has determined he is independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: Board determined Rooney is independent under Nasdaq listing standards; committees comprised solely of independent directors .
• Board leadership: Independent Chair model; CEO and Chair roles are separated to enhance oversight .
• Committees and Chair roles:
  • Audit Committee: Member and Chair .
  • Compensation Committee: Member and Chair .
  • Nominating & Corporate Governance: Not a member .
• Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings; all directors attended last year’s annual meeting .
• Executive sessions: Not disclosed in proxy.

Fixed Compensation

• Deferred Compensation: Rooney deferred $38,000 of cash fees under the Peru Federal Savings Bank Deferred Compensation Plan; earnings were credited at a rate below market in 2023 and referenced as below applicable market in 2024 . The plan credits deferred amounts at the Moody’s Aaa seasoned bond rate and allows investment of deferrals into PFS Bancorp common stock via a rabbi trust; distributions occur in stock for amounts invested in the plan’s stock option .

Performance Compensation

• One-time director equity grants contingent on stockholder approval of the 2025 Equity Incentive Plan; grants occur the day following approval . Vesting is time-based in equal annual installments over five years, with acceleration upon death, disability, involuntary termination in connection with a change in control, or other Committee-determined circumstances .

• Performance metrics: None disclosed; awards are time-based vesting (no explicit TSR, revenue, or EBITDA metrics) .
• Option terms: Strike price and expiration not disclosed in proxy; value depends on market at exercise .
• Anti-hedging policy: Directors are prohibited from hedging PFS stock .

Other Directorships & Interlocks

Expertise & Qualifications

• Healthcare and small-business operations experience via managing a multi-doctor practice, bringing operational discipline and community insight to the board .
• Long-tenured board service with independent leadership as Chair enhances continuity and oversight .
• Audit oversight: As Audit Committee Chair, engaged in discussions with external auditors on AS 1301 matters and independence; recommended inclusion of audited financials in the 2024 10-K and appointment of Wipfli LLP for 2025 .

Equity Ownership

• Breakdown: Includes 25,000 shares held through Peru Federal’s Deferred Compensation Plan and 15,000 shares owned by spouse .
• Pledging: None of the named individuals, including Rooney, have pledged shares; unless otherwise indicated, they have sole voting and investment power .
• Hedging: Prohibited for directors under company policy .
• Ownership vehicle: Deferred amounts may be invested in PFS common stock via rabbi trust; distributions made in stock for those investments .

Governance Assessment

• Independence & leadership: Rooney is an independent Chair, with committees composed solely of independent directors—positive for board oversight and investor confidence .
• Attendance & engagement: Met minimum attendance threshold (≥75%) across Board and committees; attended annual meeting—signals engagement .
• Skills & oversight: Healthcare practice management brings real-world operational perspective; as Audit Chair, demonstrated appropriate auditor oversight and independence review .
• Compensation structure: Director fees were modest and largely cash-based in 2023–2024 ($38,000 cash each year), with 2023 showing additional deferred-plan earnings; planned 2025 equity grants (RS + options) will increase equity alignment via multi-year vesting .
• Alignment & safeguards: Anti-hedging policy, lack of pledging, and stock ownership via deferred plan support alignment; time-based vesting lacks explicit performance conditioning, which reduces pay-for-performance rigor but is common for director compensation .
• Potential conflicts:
  • Banking relationships: Director loans/deposits permitted under federal regs; outstanding loans to directors were on market terms without preferential treatment and performing—low conflict risk if consistently monitored .
  • Dual committee chair roles: Rooney chairs both Audit and Compensation, concentrating oversight responsibilities; while permissible, investors may monitor workload and independence implications in small-cap contexts .
  • Board-level related party context: Legal fees paid to another director’s law firm ($75,100 in 2024) disclosed as ordinary course; not directly tied to Rooney but relevant to overall governance environment .

Insider Trading and Section 16 Compliance

No specific Form 4 transactions for Rooney are detailed in the proxy; analysis reflects available proxy disclosures .

RED FLAGS

• Dual chairmanship of Audit and Compensation committees—monitor for over-concentration of oversight functions and potential independence perceptions over time .
• Equity awards are time-based with acceleration on change-in-control; absence of explicit performance metrics reduces pay-for-performance linkage for directors (common, but noteworthy for alignment analysis) .

Notes on Compensation Plan Design

• 2025 Equity Plan imposes individual and aggregate limits: any one non-employee director capped at 5% of shares available; all non-employee directors capped at 30%—mitigates concentration risk in director equity grants .
• Committee states options timing avoids closed-window grants and material non-public info considerations—supports sound grant practices .