ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Elaine A. Woodland, President and Chief Executive Officer of the First Keystone Corporation (the “Corporation”) and First Keystone Community Bank (the “Bank”), the wholly-owned subsidiary of the Corporation, notified the Boards of Directors of the Corporation and Bank of her retirement as an employee and President and Chief Executive Officer of the Corporation and the Bank, respectively, effective January 31, 2025.
On January 6, 2025, the Corporation announced that Jack W. Jones had been selected as the successor to Ms. Woodland and he then joined the Corporation and the Bank, as Executive Vice President and Chief Operating Officer effective January 6, 2025, for the period until Ms. Woodland’s retirement. Following Ms. Woodland’s retirement effective January 31, 2025, Mr. Jones will be appointed as President and Chief Executive Officer of the Corporation and the Bank. In addition, effective January 6, 2025, Mr. Jones was appointed as a member of the boards of directors of the Corporation and the Bank.
Mr. Jones, age 53, served as Senior Vice President and Chief Banking Officer for Penns Woods Bancorp, Inc., Williamsport, Pennsylvania, and Luzerne Bank, Luzerne, Pennsylvania since January 2021. He also served as Regional President for Luzerne Bank since September 2014. Mr. Jones does not have any relationships requiring disclosure under Item 401(d) of Regulation S-K or any interests requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his hiring, Mr. Jones entered into an employment agreement with the Corporation and the Bank (the “Employment Agreement”). The initial term of the Employment Agreement is four (4) years beginning on January 6, 2025. The Employment Agreement shall automatically be extended for successive four (4) year terms after the expiration of the initial four (4) year term and each successive four (4) year term unless the Corporation, the Bank or executive gives written notice of non-renewal not less than 180 days before the expiration of the initial term or any successive renewal term. Mr. Jones will receive an annual base salary of $395,000, subject to customary withholdings and taxes, which may be increased from time to time or reduced in the event of a reduction applicable to all employees. Mr. Jones is entitled to be considered for bonuses each year, as determined in the Bank’s sole discretion, paid time off, participation in employee benefit plans, and reimbursement of reasonable out-of-pocket business expenses. In addition, the Corporation shall provide payment of annual dues and monthly business development expenses for Mr. Jones relating to country club and business club memberships and use of a Bank provided automobile and reimbursement of related expenses.
The Employment Agreement will automatically terminate (a) for “Cause”, as defined in the Employment Agreement, (b) in the event executive terminates his employment without “Good Reason”, as defined in the Employment Agreement, (c) he retires, or (d) becomes disabled and all of executive’s rights under the Employment Agreement shall terminate except for certain rights set forth in the Employment Agreement.
The Employment Agreement will automatically terminate in the event executive voluntarily terminates his employment for “Good Reason”. If the Employment Agreement is terminated for “Good Reason” and such termination constitutes a separation of service under 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the Bank shall pay the executive an amount equal to his remaining annual base salary payable in equal monthly installments over the remainder
