Kevin S. Bloomfield
About Kevin S. Bloomfield
Kevin S. Bloomfield (age 54) is an independent director of Carter Bankshares, Inc. (CARE). He joined the Board in 2020 and brings a technology- and operations-focused background as Managing Partner at Bloomfield Partners, LLC (since 2014) and former CEO of NetVentures, with a Bachelor’s degree from Radford University . The Board’s skills matrix flags Bloomfield for technology, cybersecurity/information security, financial reporting/audit/capital planning, leadership, and business operations . He is confirmed independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bloomfield Partners, LLC | Managing Partner | Since 2014 | Invests in software, technology, and life sciences; investor/operator perspective |
| NetVentures | Chief Executive Officer | Until 2014 (acquisition) | Built cloud operations & fund accounting platform to >500 customers processing $2B+; sold to Pamlico Capital in 2014 |
External Roles
- No current public company directorships disclosed; prior roles are operating/executive positions and private investment leadership .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Nasdaq/SEC standards) |
| Board Tenure | Appointed to the Board in 2020; 5 years as of April 24, 2025 |
| Board Attendance | Board held 18 regular meetings in 2024; each director attended ≥75% of Board + committee meetings; all directors attended 2024 annual meeting |
| Committee Memberships | Nominating & Compensation (member) ; Investment/Interest Rate Risk (member) ; Credit Risk (member) |
| Committee Chair Roles | None; chairs identified as Feldmann (Nominating & Compensation; Investment/Interest Rate Risk) and others for different committees |
| Lead Independent Director | Gregory W. Feldmann (LID) given non-independent Chair; responsibilities include executive sessions and consultant retention |
| Governance Policies | Insider trading policy prohibits shorting, margin, pledging (except grandfathered) and hedging; clawbacks adopted for executives (DF 10D-1 and supplemental policy) |
Fixed Compensation
| Year | Cash Retainer ($) | Equity Retainer ($) | Per-Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | 38,800 | 30,010 (restricted stock grant-date fair value) | None (no per-meeting fees) | Annual stock retainer in time-based restricted stock; 1-year vest |
| 2025 Structure | 42,000 (annual cash) | 33,000 (annual stock) | None | Chair adders apply only if chair; Bloomfield not a chair |
Performance Compensation
| Element | Grant Date | Fair Value ($) | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Director restricted stock (annual retainer) | Jan 2, 2024 | 30,010 | 2,330 restricted shares held as of 12/31/24 (each non-employee director) | One-year vest for director stock retainer | None (time-based; not performance-conditioned) |
| Director restricted stock (2025 retainer) | Board approval Oct 2024; paid during 2025 | 33,000 | Determined by 90-trading day weighted average price | One-year vest | None (time-based; not performance-conditioned) |
The Company does not use options or performance-conditioned equity for non-employee directors; awards are time-based restricted stock retainers .
Other Directorships & Interlocks
- No other public company directorships disclosed for Bloomfield; thus limited external interlocks that could pose conflicts .
- Board-level related party transaction: $462,000 paid in 2024 to a law firm where Chairman James W. Haskins is Principal—monitored under policy and Audit Committee oversight; not tied to Bloomfield .
Expertise & Qualifications
- Technology, cybersecurity/information security, financial reporting/audit/capital planning, leadership, business operations per Board skills matrix .
- Background as CEO/operator and growth investor provides software/fintech and operational insight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Kevin S. Bloomfield | 23,556 | Not specified (table marks below threshold) | No pledge disclosed; Company prohibits new pledges/hedging (grandfathered exceptions only) | Includes restricted stock not yet vested |
| Group (All Directors & Officers, 18 persons) | 503,994 | 2.18% | — | Reference for overall insider alignment |
Governance Assessment
- Independence and committee load: Bloomfield is independent and serves on Nominating & Compensation, Investment/Interest Rate Risk, and Credit Risk—useful for talent/governance and risk oversight. He is not a chair, limiting compensation-setting influence; committee independence confirmed .
- Attendance/engagement: Board met 18 times; all directors ≥75% attendance and attended the annual meeting—no attendance red flags for 2024 .
- Pay structure and alignment: Director pay mixes cash and time-based restricted stock; no options or performance-linked metrics for directors; stock vests in 1 year, supporting near-term alignment but limited long-term performance tethering .
- Ownership/skin-in-the-game: Bloomfield beneficially owns 23,556 shares; restricted shares outstanding support alignment; no pledge disclosure for Bloomfield; Company policy restricts hedging/pledging (except grandfathered) which is investor-friendly .
- Board-level conflicts: Payments to Chairman’s law firm ($462,000 in 2024) represent a related-party exposure, mitigated by policy/Audit oversight—monitor for independence optics even though not linked to Bloomfield .
- Shareholder signals: Say-on-pay passed with 86.1% approval in May 2024, indicating broad support for compensation governance practices; Pearl Meyer engaged as independent consultant for both executive and director pay benchmarking to median market practices .
RED FLAGS
- Related-party legal fees to the non-independent Chair’s firm ($462,000) may raise optics concerns despite oversight; monitor continued use and terms .
- Director equity is time-based (no performance metrics), which may reduce pay-for-performance rigor for Board compensation .
Overall View: Bloomfield’s independence, technology/cyber expertise, and risk committee service are positives for board effectiveness; compensation and ownership show adequate alignment without hedging/pledging. The primary governance watchpoint is board-level related-party exposure via the Chair’s law firm relationship, not attributable to Bloomfield .