Jonathan L. Kruckow
About Jonathan L. Kruckow
Executive Vice President and Regional President, Virginia at Skyline National Bank; age 40. Background: joined Grayson National Bank in 2012 as Senior Vice President of Commercial Lending; previously at a large regional bank focused on commercial banking for small to mid-sized businesses. Education: Virginia Tech; Virginia Bankers Association’s School of Bank Management (University of Virginia); Graduate School of Banking at Louisiana State University; MBA from Virginia Commonwealth University. Current external roles include the Virginia Bankers Association Lending Executives Committee, VBA School of Bank Management Board of Trustees, Virginia Title Center board, and the Montgomery County (VA) Parks and Recreation Commission .
Company performance context during recent years:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Millions) | $7.0* | $7.3* |
| Net Income ($USD Millions) | $9.7* | $7.4* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grayson National Bank | Senior Vice President, Commercial Lending | 2012 onward | Provided commercial banking services for SMBs in local market |
| Large regional bank (prior role) | Commercial banker | Pre-2012 | Focus on providing commercial banking services for small to mid-sized businesses |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virginia Bankers Association Lending Executives Committee | Member | Current | Industry engagement and credit leadership networking |
| VBA School of Bank Management Board of Trustees | Trustee | Current | Executive education governance and curriculum oversight |
| Virginia Title Center | Director | Current | Title services partnership and regional financial ecosystem connectivity |
| Montgomery County, VA Parks & Recreation Commission | Commissioner | Current | Community ties and local government engagement |
Fixed Compensation
| Year | Base Salary ($) | Bonus Paid ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 215,000 | 47,148 | 8,600 (401(k) match/discretionary) | 383,748 |
| 2023 | 200,000 | 46,061 | 8,000 (401(k) match/discretionary) | 254,061 |
Compensation Committee bases pay on company financial/operating performance, strategic objectives, and role/performance; comparative market data considered .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Financial/operating performance and role objectives | Not disclosed | Not disclosed | $47,148 cash | N/A |
| Restricted Stock (2024) | Time-based RSUs | Not disclosed | Not disclosed | Grant-date fair value $113,000 | 20% vests each Dec 15, 2024–2028 |
| Restricted Stock (2022) | Time-based RSUs | Not disclosed | Not disclosed | Grant-date fair value $26,000 (Kruckow) | 20% vests each Dec 15, 2022–2026 |
| Stock Options | N/A | N/A | N/A | No options granted; none outstanding as of FY2024 | N/A |
RSU Vesting Schedules
2024 RSU program:
| Vest Date | % Vest |
|---|---|
| Dec 15, 2024 | 20% |
| Dec 15, 2025 | 20% |
| Dec 15, 2026 | 20% |
| Dec 15, 2027 | 20% |
| Dec 15, 2028 | 20% |
2022 RSU program:
| Vest Date | % Vest |
|---|---|
| Dec 15, 2022 | 20% |
| Dec 15, 2023 | 20% |
| Dec 15, 2024 | 20% |
| Dec 15, 2025 | 20% |
| Dec 15, 2026 | 20% |
Equity Ownership & Alignment
- Time-based RSUs with multi-year vesting enhance retention and alignment (2024: first vest Dec 15, 2024; 2022: first vest Dec 15, 2022) .
- No stock options outstanding at FY2024 (reduces leverage/short-term risk-taking incentives) .
- Company insider trading policy prohibits hedging, margin accounts, and pledging of company stock; trading subject to quarterly blackout windows and event-specific restrictions .
- Stock ownership guidelines and beneficial ownership detail for Kruckow not disclosed in accessible proxy sections; 401(k) matching included in “All Other Compensation” .
Employment Terms
| Term Element | Detail |
|---|---|
| Agreement Type | Change-in-control (CIC) agreement with Jonathan L. Kruckow |
| Term & Auto-Renewal | Amended May 26, 2022 to extend through Dec 31, 2023; automatically extends each Dec 31 so extended term is two years unless either party elects not to extend |
| CIC Double-Trigger | Severance payable if terminated without “Cause” or for “Good Reason” within 12 months following a “Change in Control Event” |
| CIC Severance Economics | Lump sum equal to his annualized base salary |
| Non-CIC Termination | No severance under CIC agreement if terminated for Cause, voluntary resignation without Good Reason, death, Retirement, or long-term incapacity |
| Restrictive Covenants | Severance conditioned on release/waiver and compliance with covenants (scope/duration not specified in available text) |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD Millions) | $7.0* | $7.3* |
| Net Income ($USD Millions) | $9.7* | $7.4* |
Values retrieved from S&P Global.
Investment Implications
- Pay mix shifted toward equity in 2024 (RSU fair value $113k vs no stock awards in 2023), with 5-year graded vesting; this supports retention and longer-term alignment while limiting immediate cash outflows .
- Annual bonus appears discretion-based against qualitative/strategic metrics with limited disclosure; pay-for-performance transparency is modest, which can reduce direct linkage to hard KPIs for investors assessing incentive rigor .
- CIC protection is conservative (1x base salary, double-trigger), lowering parachute risk and potential agency misalignment in change-of-control scenarios .
- Insider trading policy bans pledging/hedging and enforces blackout windows, reducing insider selling pressure and misalignment risks; monitor recurring mid-December vest dates for potential liquidity events around RSU vesting (actual selling not disclosed) .
- No options outstanding reduces leverage-based incentive asymmetry; equity exposure via RSUs fosters retention but dilutes gradually given graded vesting .