Item 9A. Controls and Procedures
Item
9A. Controls and Procedures .
(a)
Disclosure
Controls and Procedures
The
Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated
the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the
principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s
disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports
that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated
to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely
decisions regarding required disclosure.
(b)
Internal
Control Over Financial Reporting
27
Parent
Company of First Federal Savings and Loan Association of Hazard and First Federal Savings Bank of Kentucky
MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL
OVER
FINANCIAL REPORTING
Management
of Kentucky First Federal Bancorp (the “Company”) is responsible for the preparation, integrity, and fair presentation of
the consolidated financial statements included in this annual report. The Company’s consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America and, as such, include some amounts
that are based on the best estimates and judgments of management.
The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The internal
control system is designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of the
company’s financial reporting and the preparation and presentation of financial statements for external reporting purposes in conformity
with accounting principles generally accepted in the United States of America, as well as to safeguard assets from unauthorized use or
disposition. The system of internal control over financial reporting is evaluated for effectiveness by management and tested for reliability
through a program of internal audit with actions taken to correct potential deficiencies as they are identified. Because of inherent
limitations in any internal control system, no matter how well designed, misstatements due to error or fraud may occur and not be detected,
including the possibility of the circumvention or overriding controls. Accordingly, even an effective internal control system can provide
only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, internal control
effectiveness may vary over time.
Management
assessed the effectiveness of the company’s internal control over financial reporting as of June 30, 2021, based upon criteria
set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission –
2013 (“COSO”).
Based
on this assessment and on the forgoing criteria, management has concluded that, as of June 30, 2020, the Company’s internal control
over financial reporting is effective.
This
annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to the exemption provided to issuers that are not “large accelerated filers” or “accelerated filers”
under the Dodd-Frank Wall Street Reform and Consumer Protection Act.
/s/
Don D. Jennings
/s/
R. Clay Hulette
Don
D. Jennings
R.
Clay Hulette
Chief
Executive Officer
Vice
President and Chief Financial Officer
28
(c)
Changes
to Internal Control Over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2021 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item
9B. Other Information .
Not
applicable.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not
applicable.
29
PART
III
Item
10. Directors, Executive Officers, and Corporate Governance .
Directors
The
information contained under the section captioned “ Item I – Election of Directors ” in the Company’s
definitive proxy statement for the Company’s 2021 Annual Meeting of Stockholders (the “Proxy Statement”) is
incorporated herein by reference.
Executive
Officers
The
information regarding the Company’s executive officers is incorporated herein by reference to “Item I – Election
of Directors” in the Proxy Statement.
Corporate
Governance
Information
regarding the Company’s Audit Committee and Audit Committee financial expert is incorporated herein by reference to the
section captioned “Corporate Governance and Board Matters – Committees of the Board of Directors – Audit
Committee” in the Proxy Statement.
Compliance
with Section 16(a) of the Exchange Act
Information
regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference to section captioned “Other Information
Relating to Directors and Executive Officers – Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy
Statement.
Disclosure
of Code of Ethics
Kentucky
First has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers and employees. To obtain a copy
of this document at no charge, please write to Kentucky First Federal Bancorp, P.O. Box 535, Frankfort, Kentucky 40602-0535, or call
toll-free (888) 818-3372 and ask for Investor Relations.
Item
11. Executive Compensation .
The
information contained under the section captioned “ Executive Compensation ” in the Proxy Statement is incorporated
herein by reference.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .
(a)
Security
Ownership of Certain Beneficial Owners. Information required by this item is incorporated herein by reference to the section
captioned “ Stock Ownership ” in the Proxy Statement.
(b)
Security
Ownership of Management. Information required by this item is incorporated herein by reference to the section captioned “ Stock
Ownership ” in the Proxy Statement.
(c)
Changes
in Control. Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company,
the operation of which may at a subsequent date result in a change in control of the Company.
(d)
Equity
Compensation Plans. The following table sets forth certain information with respect to the Company’s equity compensation
plans as of June 30, 2021.
30
(a)
Number of
securities
to
be issued
upon
exercise of
outstanding options,
warrants
and rights
(b)
Weighted-
average
exercise
price of
outstanding
options,
warrants
and rights
(c)
Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
Equity
compensation plans approved by security holders
—
—
—
Equity
compensation plans not approved by security holders
—
—
—
Total
—
—
—
Item
13. Certain Relationships and Related Transactions, and Director Independence .
Certain
Relationships and Related Transactions
The
information required by this item is incorporated herein by reference to the section captioned “ Other Information Relating to
Directors and Executive Officers – Transactions with Related Persons ” in the Proxy Statement.
Corporate
Governance
For
information regarding director independence, the section captioned, “Corporate Governance and Board Matters – Director
Independence” is incorporated herein by reference.
Item
14. Principal Accountant Fees and Services .
The
information required by this item is incorporated herein by reference to the section captioned “Audit Related Matters”
in the Proxy Statement.
31
PART
IV
Item
15. Exhibits and Financial Statement Schedules .
(a) List
of Documents Filed as Part of This Report
(1)
Financial
Statements . The following consolidated financial statements are incorporated by reference from Item 8 hereof (see Exhibit
13):
Report of Independent Registered
Public Accounting Firm
Consolidated Balance Sheets as of June 30,
2021 and 2020
Consolidated Statements of Income for the
Years Ended June 30, 2021 and 2020
Consolidated Statements of Comprehensive Income
for the Years Ended June 30, 2021 and 2020
Consolidated Statements of Changes in Shareholders’
Equity for the Years Ended June 30, 2021 and 2020
Consolidated Statements of Cash Flows for
the Years Ended June 30, 2021 and 2020
Notes to Consolidated Financial Statements
(2)
Financial
Statement Schedules . All schedules for which provision is made in the applicable accounting regulations of the Securities
and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information
is included in the consolidated financial statements and related notes thereto.
(3)
Exhibits .
The following is a list of exhibits filed as part of this Annual Report on Form 10-K and is also the Exhibit Index.
No.
Description
3.1 1
Charter
of Kentucky First Federal Bancorp
3.2 2
Amended
and Restated Bylaws of Kentucky First Federal Bancorp
3.3 3
Amendment
No. 1 to the Bylaws of Kentucky First Federal Bancorp
3.4 4
Amendment
No. 2 to the Bylaws of Kentucky First Federal Bancorp
4.1 1
Specimen
Stock Certificate of Kentucky First Federal Bancorp
4.2 5
Description
of Kentucky First Federal Bancorp’s Common Stock Registered Under Section 12 of the Securities and Exchange Act of 1934
10.1 6
Employment
Agreement between Kentucky First Federal Bancorp and Don D. Jennings, as amended†
10.2 6
Employment
Agreement between First Federal Savings Bank of Kentucky and Don D. Jennings, as amended†
10.3 6
Employment
Agreement between Kentucky First Federal Bancorp and R. Clay Hulette, as amended†
10.4 6
Employment
Agreement between First Federal Savings Bank of Kentucky and R. Clay Hulette, as amended†
10.5 6
Employment
Agreement between First Federal Savings Bank of Kentucky and Teresa Kuhl, as amended†
10.6 6
Amended
and Restated First Federal Savings and Loan Association of Hazard Change in Control Severance Compensation Plan†
10.7 6
Amended
and Restated First Federal Savings Bank of Kentucky Change in Control Severance Compensation Plan†
10.8 6
Amended
and Restated First Federal Savings and Loan Association Supplemental Executive Retirement Plan†
10.9 7
Kentucky
First Federal Bancorp 2005 Equity Incentive Plan†
10.10 8
Form
of Restricted Stock Award Agreement†
10.11 8
Form
of Incentive Stock Option Award Agreement†
10.12 8
Form
of Non-Statutory Option Award Agreement†
10.14 9
Employment
Agreement by and between First Federal Savings Bank of Kentucky and William H. Johnson†
10.15 5
Employment
Agreement by and between First Federal Savings and Loan of Hazard and Jamie S. Coffey†
10.16 10
Letter
Agreement, dated May 7, 2021, by and between First Federal Savings Bank of Frankfort and William Johnson†
32
13
Annual Report to Stockholders for the Fiscal Year Ended June 30, 2021
21
Subsidiaries
23.1
Consent of BKD, LLP
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
32
Section 1350 Certifications
101
The
following materials from the Company’s Annual Report on Form 10-K for the year ended June 30, 2021, formatted in XBRL (eXtensible
Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated
Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements
of Cash Flows and the (vi) Notes to Consolidated Financial Statements.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
†
Management
contract or compensation plan or arrangement.
(1)
Incorporated
herein by reference to the Company’s Registration Statement on Form S-1 (File No. 333-119041).
(2)
Incorporated
herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended June 30, 2012 (File No. 0-51176).
(3)
Incorporated
herein by reference to the Company’s Form 8-K filed on August 25, 2017 (File No. 000-51176).
(4)
Incorporated
herein by reference to the Company’s Form 8-K filed on September 28, 2020 (File No. 000-51176).
(5)
Incorporated
herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended June 30, 2020 (File No. 0-51176).
(6)
Incorporated
herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 (File No. 0-51176).
(7)
Incorporated
herein by reference to the Company’s definitive additional proxy solicitation materials filed with the Securities and Exchange
Commission on October 24, 2005.
(8)
Incorporated
herein by reference to the Company’s Registration Statement on Form S-8 (File No. 333-130243).
(9)
Incorporated
herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (File No. 0-51176).
(10)
Incorporated
herein by reference to the Company’s Form 8-K filed on May 13, 2021 (File No. 000-51176)
(b) Exhibits .
The exhibits required by Item 601 of Regulation S-K are either filed as part of this Annual Report on Form 10-K or incorporated by
reference herein.
(c) Financial
Statements and Schedules Excluded from Annual Report . There are no other financial statements and financial statement schedules
which were excluded from the Annual Report to Stockholders pursuant to Rule 14a-3(b) which are required to be included herein.
Item
16. Form 10-K Summary .
Not
applicable.
33
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
KENTUCKY
FIRST FEDERAL BANCORP
September
28, 2021
By:
/s/
Don D. Jennings
Don
D. Jennings
Chief
Executive Officer
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/
Don D. Jennings
September
28, 2021
Don
D. Jennings
Chief
Executive Officer and Director
(Principal
Executive Officer)
/s/
R. Clay Hulette
September
28, 2021
R.
Clay Hulette
Vice
President, Chief Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
/s/
Tony D. Whitaker
September
28, 2021
Tony
D. Whitaker
Chairman
of the Board
/s/
Stephen G. Barker
September
28, 2021
Stephen
G. Barker
Director
/s/
Walter G. Ecton, Jr.
September
28, 2021
Walter
G. Ecton, Jr.
Director
/s/
William D. Gorman, Jr.
September
28, 2021
William
D. Gorman, Jr.
Director
/s/
David R. Harrod
September
28, 2021
David
R. Harrod
Director
/s/
William H. Johnson
September
28, 2021
William
H. Johnson
Director
34