Hunter H. Bost
About Hunter H. Bost
Independent director since 2016; age 58. Private investor and real estate developer based in Durham, NC. Former Chairman and director of River Bancorp, Inc., and director of River Community Bank and 1st Medallion Mortgage Corporation. Education: UNC–Chapel Hill (BA Economics; Master of Accounting; Morehead Scholar), MIT Sloan (MBA), Harvard Kennedy School (MPA). Background spans Electra Partners, Merrill Lynch, and Price Waterhouse (PwC); nonprofit board service includes Hábitat Para La Humanidad Guatemala, Mathkind, UNC Board of Visitors and International Studies Advisory Board .
Past Roles
| Organization | Role | Tenure/Period | Notes/Impact |
|---|---|---|---|
| River Bancorp, Inc. | Chairman; Director | Director since 2005 (pre-merger) | Board leadership; continued as BRBS director post-2016 merger . |
| River Community Bank; 1st Medallion Mortgage Corp. | Director | Pre-2016 merger | Subsidiary boards prior to combination with BRBS . |
| Electra Partners (NY) | Investment professional | >10 years (part of NYC tenure) | Investing/PE experience . |
| Merrill Lynch (NY) | Finance professional | >10 years (part of NYC tenure) | Capital markets/finance experience . |
| Price Waterhouse (PwC) (NY) | Professional | >10 years (part of NYC tenure) | Accounting/controls exposure . |
External Roles
| Organization | Role | Tenure/Period | Committees/Impact |
|---|---|---|---|
| Hábitat Para La Humanidad Guatemala | Nonprofit board | Not disclosed | Community service focus . |
| Mathkind | Nonprofit board | Not disclosed | Education/community impact . |
| UNC–Chapel Hill Board of Visitors | Board member | Not disclosed | University advisory role . |
| UNC–Chapel Hill International Studies Advisory Board | Board member | Not disclosed | Global/academic advisory . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 14 times in 2024 .
- Chair roles: None disclosed for Bost; Audit Committee chaired by Heather M. Cozart .
- Financial expertise: Designated “audit committee financial expert” (with Cozart, Montano, Stokes) .
- Independence: Board determined 12 of 13 directors are independent; CEO (Beale) is non-independent .
- Attendance: Each director attended >75% of Board and committee meetings in 2024; Board held 15 Company and 12 Bank meetings .
- Board leadership: Chairman Vance H. Spilman; Vice Chairman William W. Stokes; executive sessions of non-employee directors generally at each meeting .
- Governance evolution: Board proposing declassification (annual elections phased in, starting 2026), requiring 80% outstanding vote approval .
Fixed Compensation
| Item | Amount/Detail | Source |
|---|---|---|
| Annual cash fees (Bost, 2024) | $55,216 | |
| Director equity grant fair value (Bost, 2024) | $22,488 | |
| Total (Bost, 2024) | $77,704 | |
| Standard non-employee director annual retainer (2024) | $64,000 | |
| Committee chair retainer (standard) | $71,500 | |
| Audit Committee chair retainer | $74,000 | |
| Board Chair retainer | $100,000 | |
| Committee member annual retainers | Audit $5,600; ERM $5,600; Compensation $3,600; Governance $2,500; Compliance $2,000 | |
| BRB Financial Group board additional retainer | $2,000 | |
| Stock election option | Directors may elect to receive portion of retainer in common stock (5 directors elected in 2024) |
Performance Compensation
| Equity Award (Director) | Grant Size | Vesting/Performance Condition | Grant Date Fair Value | Source |
|---|---|---|---|---|
| Restricted Stock (2024) | 8,216 shares (Bost) | Fully vests 4/30/2025 if ≥75% attendance of Board/committee meetings during 12 months ending 4/30/2025 | Included above ($22,488) |
| Performance Metric | Definition | Applies To | Source |
|---|---|---|---|
| Meeting attendance threshold | ≥75% aggregate attendance required for vesting | 2024 director RS grants (including Bost) |
Note: No director cash bonuses or performance-based equity metrics disclosed for directors beyond attendance-based vesting .
Other Directorships & Interlocks
| Company | Public/Private | Role | Overlap/Interlock | Source |
|---|---|---|---|---|
| None disclosed (current public company boards) | — | — | — | |
| River Bancorp, Inc. (prior) | Private (pre-merger) | Chairman; Director | Pre-merger appointment to BRBS Board |
Expertise & Qualifications
- Financial/accounting and audit oversight; SEC reporting familiarity via Audit Committee and PwC background .
- Fintech, digital assets, real estate investing experience .
- Community and nonprofit governance exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs. Unvested Detail | Affiliated/Indirect Holdings | Source |
|---|---|---|---|---|---|
| Hunter H. Bost | 187,322 | <1% | Includes 6,335 unvested restricted shares | Includes 28,071 held via affiliated corporations/spouse/relatives/custodial/trustee capacities |
Based on 87,785,224 common shares outstanding as of 3/20/2025 .
Insider Trades
| Date | Security | Action | Amount | Price | Consideration | Source |
|---|---|---|---|---|---|---|
| 4/3/2024 | Series B Mandatorily Convertible Preferred | Purchase | 25 shares | $10,000/share | $250,000 |
Series B preferred shares issued in April 2024 converted into common on 6/28/2024 following shareholder approval; warrants issued in the private placements also converted/issued into common stock instruments for certain investors (not attributed to Bost) .
Governance Assessment
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Strengths
- Independent director with Audit Committee membership and “financial expert” designation; committee met 14 times in 2024, indicating active oversight .
- Strong attendance and clear equity-linked attendance condition for directors, which reinforces engagement .
- Board advancing declassification to enhance accountability (annual elections beginning 2026-2028), aligning with best-practice trends (requires 80% vote) .
-
Investor Confidence Considerations / Red Flags
- Related-party exposure: Bost participated in insider capital raise (Series B preferred purchase of $250k). While supportive of capitalization, such transactions warrant careful Board conflict review; note that the Company has not adopted a formal standalone related-party transaction approval policy (the Board reviews ad hoc; Governance Committee reviews significant conflicts) .
- Hedging policy: Company discloses no policies restricting employee/director hedging or offsetting transactions (common investor alignment practice), potentially weakening alignment standards versus peers .
- Concentration of influential investors with board designation rights (Castle Creek and Kenneth Lehman) can create governance dynamics; designation rights outlined and currently exercised (McMullan, Scavuzzo, Montano) .
-
Compensation Mix and Alignment
- Bost’s 2024 comp skewed to cash (~71%) versus equity (~29%), with equity vesting contingent on attendance rather than long-term performance metrics; signals moderate alignment for directors but limited performance linkage beyond engagement .
- Equity grants are one-year attendance-based vesting, minimizing long-term alignment horizon for directors; however, directors can elect stock retainer which may improve alignment in practice .
-
Independence and Engagement
- Board independence high (12/13), executive sessions held regularly; attendance thresholds enforced via equity vesting conditions .
Overall: Bost presents as an engaged, financially literate independent director with Audit Committee expertise and community/investment background; investor confidence signals are positive on oversight and attendance, with monitoring warranted on related-party transactions governance formalization and absence of hedging restrictions .