Robert J. Dwyer
About Robert J. Dwyer
Independent director of Bimini Capital Management (BMNM) since August 2007 (Class III), age 81. Former Executive Vice President–National Sales Director at Morgan Stanley Dean Witter (1990–1999) and previously Director of Taxable Fixed Income, bringing 40+ years in financial/capital markets and M&A. He is BMNM’s Lead Independent Director and has been designated the Audit Committee financial expert; the Board affirms his independence under Nasdaq rules and Exchange Act Rule 10A-3 for audit committee service. He also serves on external boards including MasTec, Inc. (Lead Independent Director).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley Dean Witter | Executive Vice President – National Sales Director | 1990–1999 | Senior leadership of national sales; prior Director of Taxable Fixed Income, deep fixed income expertise |
| Morgan Stanley Dean Witter | Director of Taxable Fixed Income | Pre-1990 | Led taxable fixed income; relevant to BMNM’s MBS focus |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| MasTec, Inc. (NYSE: MTZ) | Lead Independent Director | Since Oct 2004 | Finance, Compensation, Governance Committees; past Audit Committee chair |
| Bank of New York Optima Fund | Director | Not disclosed | Board service |
| Vincentian Order | Investment Committee Member | Not disclosed | Non-profit investment oversight |
| Dwyer Family Foundation | Chairman | Not disclosed | Philanthropic leadership |
| Niagara University | Former Chairman, Board of Trustees | Not disclosed | Prior non-profit governance role |
Board Governance
- Board structure and leadership
- Lead Independent Director (Dwyer); CEO also serves as Chair, with Dwyer empowered via committee chair roles to set agendas and call meetings.
- Board size: 4 directors, staggered classes; independent directors: Dwyer and Frank E. Jaumot.
- Independence and expertise
- Board determined Dwyer is independent under Nasdaq Rule 5605(a)(2).
- Audit Committee financial expert; independent for Rule 10A-3 purposes.
- Committees and attendance
- Dwyer chairs all three standing committees; sole member and chair of the Audit Committee; also chairs Compensation and Nominating & Corporate Governance. 2024 meetings: Audit (8), Compensation (4), Nominating (2).
- 2024 attendance: each director attended all Board and applicable committee meetings; Board held 10 meetings.
- Executive sessions and policies
- Independent directors conduct executive sessions; company prohibits pledging/hedging and margining of BMNM or Orchid stock.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair; sole member | 8 |
| Compensation | Chair | 4 |
| Nominating & Corporate Governance | Chair | 2 |
Fixed Compensation (Director)
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | 196,250 | $190,000 (Jan 1–Jun 30, 2024) and $202,500 (Jul 1–Dec 31, 2024); paid quarterly |
| Audit Committee Chair retainer | 6,000 | Annual |
| Compensation Committee Chair retainer | 6,000 | Annual |
| Nominating & Corporate Governance Chair retainer | 6,000 | Annual |
| Total fees earned in cash (2024) | 214,250 | Sum of base plus chair fees |
- Year-over-year change: base retainer increased mid-year from $190,000 to $202,500 (+$12,500, +6.6%).
Performance Compensation (Director)
| Type | 2024 Disclosure |
|---|---|
| Director equity grants (RSUs/DSUs/options) | Director program disclosed as cash retainers; no director equity awards disclosed for 2024. The company stated it granted no stock options, SARs, or similar awards in 2024 and does not plan to grant such awards. |
| Performance bonuses | Not disclosed for directors; director pay described as retainers and reimbursements only. |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Notes |
|---|---|---|---|
| MasTec, Inc. | Lead Independent Director | Finance, Compensation, Governance; past Audit chair | Different industry from BMNM; no inter-company transactions disclosed in BMNM proxy. |
| Bank of New York Optima Fund | Director | Not disclosed | Fund board role; no BMNM interlock disclosed. |
Expertise & Qualifications
- 40+ years in financial markets, capital markets, and M&A; provides investment banking and corporate finance expertise to BMNM’s board.
- Audit Committee financial expert; financially literate and qualified under SEC rules.
- Governance experience from service on public and fund boards; current lead independent director responsibilities at BMNM.
Equity Ownership
| Class | Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| Class A Common Stock | 1,359,661 | 13.6% | Record date April 16, 2025 |
| Class B Common Stock | — | — | Not listed for Dwyer in Class B table |
- Company policy prohibits directors and employees from pledging, hedging, short sales, and holding BMNM or Orchid securities on margin.
Insider Trades (Recent)
| Trade Date | Filing Date | Type | Shares | Price | Shares After | Source |
|---|---|---|---|---|---|---|
| 2025-08-04 | 2025-08-07 | Purchase | 200 | $1.05 | 1,376,339 | |
| 2025-06-30 | 2025-07-01 | Purchase | 2,000 | $0.94 | 1,376,139 | |
| 2025-06-23 | 2025-06-23 | Purchase | 3,000 | $0.85 | 1,374,139 | |
| 2025-06-16 | 2025-06-17 | Purchase | 1,930 | $0.93 | 1,371,139 | |
| 2024-08-30 | 2024-09-03 | Purchase | 4,900 | $0.95 | 1,345,957 | |
| 2024-06-12 | 2024-06-12 | Purchase | 4,575 | $0.94 | 1,316,632 | |
| 2024-06-03 | 2024-06-03 | Purchase | 5,000 | $0.90 | 1,311,893 |
Insider profile signals: Regular open-market purchases through 2024–2025 at sub-$1 to ~$1 levels, increasing his stake and aligning with shareholders.
Governance Assessment
-
Strengths
- Lead Independent Director with deep capital markets background; designated audit committee financial expert.
- 100% attendance at Board and committee meetings in 2024; directors attended 10 Board meetings.
- Significant “skin in the game” with 13.6% Class A ownership; prohibitions on pledging/hedging support alignment.
- Regular independent director executive sessions.
-
Risk indicators and potential red flags
- Concentration of committee oversight: Dwyer chairs all three committees and is the sole member of the Audit Committee—unusual concentration that can strain oversight independence even with his independent status.
- Board composition: only two independent directors on a four-person board; CEO also serves as Chair, elevating the importance of robust independent oversight.
- Large shareholding (13.6%) may raise perceived independence concerns despite formal independence under Nasdaq standards.
- Compensation Committee disclosed it did not retain compensation consultants; may limit external benchmarking rigor.
-
Related-party context
- BMNM-Orchid external management relationship (fees/reimbursements) reviewed by the Board; Dwyer, along with all BMNM directors, is an Orchid shareholder (not a disclosed director/officer of Orchid).
- Separate related-party engagement involves fellow director Jaumot’s accounting firm; Audit Committee reviewed and deemed in company’s best interests; reviewed annually.
Overall implication for investors: Dwyer’s capital markets expertise, leadership as Lead Independent Director, perfect attendance, and consistent share purchases support investor alignment, but the one-person Audit Committee and consolidation of all committee chairs under a single director—who is also a 13.6% shareholder—represent notable governance concentration risks that warrant monitoring.