Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-23

First Keystone (FKYS)

CEO Jack Jones was paid $399,878 in fiscal year 2025 (SEC filing 0000737875-26-000015 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$399,878
Jack Jones total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
96.46%
Say-on-pay support, latest vote

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FKYS's next annual pay disclosure, estimated April 21, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Jack Jones$379,807$200$0$0$0$0$19,871$399,878
Chief Executive Officer
Mark McDonald192,000200000014,971207,171
Chief Credit Officer
Jonathan Littlewood179,100200000010,597189,897
Chief Lending Officer
Elaine Woodland94,80020000013,29478,317186,611
Former Chief Executive Officer
Stacy Gordner143,33620000008,518152,054
Chief Financial Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Jack Jones$399,878———
Mark McDonald207,171191,130188,155↑ +16,041
Jonathan Littlewood189,897173,249—↑ +16,648
Elaine Woodland186,611412,265402,576↓ −225,654
Stacy Gordner152,054———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against FKYS
2 companies name FKYS as a compensation peer

The list of companies that name FKYS as a peer is temporarily unavailable — recheck shortly.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
D. Matthew BowerDirector$47,200
David R. SaracinoIndependent Director$79,351
John E. ArndtDirector$49,700
Michael L. JezewskiIndependent Director$46,000
Nancy J. MarrIndependent Director$46,000
Robert A. BullChair of the Board$53,200
Whitney B. HollowayDirector$46,000
William E. RinehartIndependent Director$46,000
02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Michelle M. KarasSVP & COO2026-05-26A635$19$12,065CommonForm 4 ↗
Michael L. JezewskiDirector2026-05-27A105181,888CommonForm 4 ↗
Michael L. JezewskiDirector2026-05-27A334186,002CommonForm 4 ↗
Michael L. JezewskiDirector2026-05-27A109181,951CommonForm 4 ↗
D. Matthew BowerDirector2026-05-28A1,0001818,000CommonForm 4 ↗
D. Matthew BowerDirector2026-06-23A4,2751875,668CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation programs are designed to provide an incentive to the named executive officers on both a short-term and long-term basis.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantL.R. Webber Associates, Inc.
Clawback policyfalse
Anti-hedgingFalse
Anti-pledgingFalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-213,114,495114,38373,22296.46%Passed
20232023-05-043,548,46626,4638,60099.26%Passed
20202020-05-073,255,23760,90420,74298.16%Passed
20172017-05-043,114,95987,916125,69697.26%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-2196.46%a
20232023-05-0499.26%b
20202020-05-0798.16%c

a. Approved under the standard stated in the filing — “Abstentions and "broker non-votes" will not be counted as votes cast and therefore will not affect the determination as to whether this proposal is approved.”.

b. Approved under the standard stated in the filing — “Abstentions and "broker non-votes" will not be counted as votes cast and therefore will not affect the determination as to whether this proposal is approved.”.

c. Approved under the standard stated in the filing — “Abstentions and "broker non-votes" will not be counted as votes cast and therefore will not affect the determination as to whether this proposal is approved.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
David R. SaracinoIndependent · Audit$48,700$0$0—$29,587$79,351
Robert A. BullNot independent · Board Chair53,20000—053,200
John E. ArndtNot independent49,70000—049,700
D. Matthew BowerNot independent47,20000—047,200
Michael L. JezewskiIndependent · Audit46,00000—046,000
Whitney B. HollowayNot independent · ALCO (Chair) · Marketing · Loan Administration · Human Resources · Building46,00000—046,000
Nancy J. MarrIndependent · Audit (Chair)46,00000—046,000
William E. RinehartIndependent · Audit46,00000—046,000
Jack W. JonesEmployee director · Newly elected000—00
Elaine A. WoodlandALCO · Marketing · Loan Administration · Human Resources—00—0—
09

Board fee structure and ownership guideline

Annual cash retainer$44,000
Annual equity retainer—
Per board meeting fee$1,000
Committee chair fees (audit / comp / nom-gov)1,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$382,800
Equity awards (grant-date value)$0
All other compensation$29,587
Total cost of the board$412,387

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1First Keystone2025Jack Jones$379,807$0$0$0$399,878

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at First Keystone in fiscal 2025?
As disclosed, Jack Jones (Chief Executive Officer) was the highest-paid executive at First Keystone in fiscal 2025, with total compensation of $399,878.
How did shareholders vote on First Keystone's executive compensation?
As disclosed, 96.46% of shareholders supported First Keystone's executive compensation in the latest say-on-pay vote.
How much does First Keystone spend in total on board compensation for fiscal 2025?
As disclosed, First Keystone reported total board compensation of $412,387 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Jack JonesDEF 14A2026-04-080000737875-26-000015Section “SUMMARY COMPENSATION TABLE”. As printed: 399,878. Filing ↗machine: t39 · r6 · c17 · span 391020–391027
2Section 01, Mark McDonaldDEF 14A2026-04-080000737875-26-000015Section “SUMMARY COMPENSATION TABLE”. As printed: 207,171. Filing ↗machine: t39 · r18 · c17 · span 447528–447535
3Section 01, Jonathan LittlewoodDEF 14A2026-04-080000737875-26-000015Section “SUMMARY COMPENSATION TABLE”. As printed: 189,897. Filing ↗machine: t39 · r22 · c17 · span 466426–466433
4Section 01, Elaine WoodlandDEF 14A2026-04-080000737875-26-000015Section “SUMMARY COMPENSATION TABLE”. As printed: 186,611. Filing ↗machine: t39 · r10 · c17 · span 410043–410050
5Section 01, Stacy GordnerDEF 14A2026-04-080000737875-26-000015Section “SUMMARY COMPENSATION TABLE”. As printed: 152,054. Filing ↗machine: t39 · r14 · c17 · span 428930–428937
6Section 07, pay ratioDEF 14A2026-04-080000737875-26-000015Section “CEO Pay Ratio”. As printed: —. Filing ↗
7Section 08, David R. SaracinoDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 79,351. Filing ↗
8Section 08, Robert A. BullDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 53,200. Filing ↗
9Section 08, John E. ArndtDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 49,700. Filing ↗
10Section 08, D. Matthew BowerDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 47,200. Filing ↗machine: r1 · c1 · span 181919–181921
11Section 08, Michael L. JezewskiDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 46,000. Filing ↗machine: r10 · c2 · span 218846–218848
12Section 08, Whitney B. HollowayDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 46,000. Filing ↗
13Section 08, Nancy J. MarrDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 46,000. Filing ↗
14Section 08, William E. RinehartDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 46,000. Filing ↗
15Section 08, Jack W. JonesDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: 0. Filing ↗
16Section 08, Elaine A. WoodlandDEF 14A2026-04-080000737875-26-000015Section “Director Compensation”. As printed: —. Filing ↗
17Section 02, Michelle M. Karas 2026-05-26Form 42026-05-270001814026-26-000003Insider equity transaction reported since the proxy statement. Filing ↗
18Section 02, Michael L. Jezewski 2026-05-27Form 42026-05-280001739774-26-000003Insider equity transaction reported since the proxy statement. Filing ↗
19Section 02, Michael L. Jezewski 2026-05-27Form 42026-05-280001739774-26-000003Insider equity transaction reported since the proxy statement. Filing ↗
20Section 02, Michael L. Jezewski 2026-05-27Form 42026-05-280001739774-26-000003Insider equity transaction reported since the proxy statement. Filing ↗
21Section 02, D. Matthew Bower 2026-05-28Form 42026-05-280001800889-26-000003Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, D. Matthew Bower 2026-06-23Form 42026-06-230001800889-26-000004Insider equity transaction reported since the proxy statement. Filing ↗
23Section 06, 2026 voteForm 8-K2026-05-260000737875-26-000022Item 5.07 · say-on-pay result. As reported: 96.46% (votes for as printed: 3,114,495). Filing ↗
24Section 06, 2023 voteForm 8-K2023-05-100000737875-23-000031Item 5.07 · say-on-pay result. As reported: 99.26% (votes for as printed: 3,548,466). Filing ↗
25Section 06, 2020 voteForm 8-K2020-05-080001104659-20-058919Item 5.07 · say-on-pay result. As reported: 98.16%. Filing ↗
26Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
27Section 09b board cost (computed)Computed——Cash 382,800 + equity 0 + all other 29,587 = 412,387, summed across the director compensation table rows.machine: formula: Σ = 412,387
28First Keystone (subject), Section 10b CEO totalDEF 14A2026-04-080000737875-26-000015CEO total compensation as printed in First Keystone's own proxy. As printed: 399,878. Filing ↗machine: t39 · r6 · c17 · span 391020–391027

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