Michael R. Bird
About Michael R. Bird
Independent director of Carter Bankshares, Inc. (CARE), age 70 as of April 24, 2025, and a board member since 2018; he is a retired CFO with 30+ years in long‑term care finance and accounting, including CFO roles at Virginia Lutheran Homes (2013–Apr 2020) and Waveny LifeCare Network. He holds a Bachelor’s in Accounting (Central Connecticut State University) and an MBA (Sacred Heart University). He serves as Audit Committee Chair and is designated an SEC “audit committee financial expert,” underscoring board oversight credibility in financial reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Lutheran Homes, Inc. | Chief Financial Officer | May 2013 – Apr 2020 | Senior financial leadership for continuing care retirement and nursing center; strengthened finance/governance readiness |
| Waveny LifeCare Network | Chief Financial Officer | Prior to 2013 (dates not specified) | Finance leadership across long‑term care, assisted and independent living, home health |
External Roles
| Organization Type | Organization | Role | Tenure |
|---|---|---|---|
| Non-profit/Healthcare | Virginia Lutheran Homes, Inc. | CFO | May 2013 – Apr 2020 |
| Non-profit/Healthcare | Waveny LifeCare Network | CFO | Prior to 2013 |
No other public company directorships disclosed for Mr. Bird .
Board Governance
- Independence: The board affirmed Bird’s independent status under Nasdaq/SEC standards .
- Committee assignments: Audit Committee Chair; Audit Committee members (2024) included Bird (Chair), Matthews, Midkiff, Walsh; the Audit Committee met five times in 2024 (six in 2023) .
- Audit committee financial expert: Board determined Bird meets SEC audit committee financial expert criteria (Sarbanes‑Oxley) .
- Attendance and engagement: Board held 18 regular meetings in 2024; each director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting . In 2023, each director attended ≥75%, with all but one attending the annual meeting .
- Board leadership and independent oversight: Chairman is non‑independent (Haskins); Lead Independent Director (Feldmann) presides over executive sessions and strengthens independent oversight .
Fixed Compensation (Director Compensation)
| Component | 2023 | 2024 | 2025 Schedule |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $38,800 | $38,800 | $42,000 |
| Audit Committee Chair cash retainer | $45,800 (paid to each chair in 2023) | $45,800 (paid to each chair in 2024) | $14,000 (chair add‑on; base $42,000) |
| Chairman of the Board cash retainer | $71,800 | $71,800 | $33,000 |
| Annual stock retainer (restricted stock) | $30,016 | $30,010 | $33,000 |
| Vesting for director stock retainer | One‑year vest date | One‑year vest date | One‑year vest date (policy unchanged) |
| Michael R. Bird – Fees earned (cash) | $45,800 | $45,800 | N/A (scheduled base $42,000 + $14,000 chair add‑on) |
| Michael R. Bird – Stock awards (grant‑date fair value) | $30,016 | $30,010 | $33,000 (scheduled) |
| Michael R. Bird – Total | $75,816 | $75,810 | $75,000 cash + $33,000 stock (scheduled) |
2025 schedule indicates an upward shift in director pay: base cash retainer increased; chair fees unbundled into specific add‑ons; stock retainer increased (alignment via equity continues) .
Performance Compensation
| Annual Incentive Performance Metrics (NEO Program – Governance Context) | Weighting | Target | Achieved | Performance Achieved | Discretionary Bonus Added | Total % of Target Payout |
|---|---|---|---|---|---|---|
| Core EPS (non‑GAAP) | 25% | $0.83 | $1.05 | 30% | — | — |
| Core ROAA | 25% | 0.42% | 0.53% | 30% | — | — |
| Core ROATCE | 25% | 5.47% | 6.54% | 30% | — | — |
| Core Efficiency | 25% | 71.83% | 80.95% | 24% | — | — |
| Weighted average bonus earned | — | — | — | 114% | 25% | 139% |
Directors do not receive performance‑based pay; Bird’s equity compensation is time‑based restricted stock (one‑year vest). This table is provided to illuminate oversight rigor of incentives the board approves .
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No public directorships reported for Mr. Bird |
| Private/non‑profit boards | Not disclosed | — | CFO roles noted; no board seats disclosed |
| Interlocks/conflicts | Not disclosed | — | No related party transactions disclosed for Bird; a legal services related‑party exists with Chairman’s firm (not Bird) |
Expertise & Qualifications
- Financial reporting/audit: Extensive CFO experience in healthcare; designated audit committee financial expert .
- Risk management and controls: Leads audit oversight; Audit Committee charter reviewed annually; 2024 meetings and reporting cadence documented .
- Education: BS Accounting (Central Connecticut State University), MBA (Sacred Heart University) .
Equity Ownership
| Metric | As of Apr 5, 2024 | As of Apr 4, 2025 |
|---|---|---|
| Shares beneficially owned – Michael R. Bird | 12,947 | 14,774 |
| Shares outstanding | 23,018,897 | 23,160,954 |
| Ownership % (computed) | 0.0563% (12,947 ÷ 23,018,897) | 0.0638% (14,774 ÷ 23,160,954) |
| Vested vs unvested breakdown | Not itemized for directors; stock retainer vests in 1 year | |
| Restricted stock held (non‑employee directors at 12/31/2024) | 2,330 shares each | — |
No pledge or hedging by Bird disclosed; Insider Trading Policy prohibits short sales, margin accounts, and pledging (except grandfathered), with clawbacks applicable to executive incentive compensation (not directors) .
Governance Assessment
- Committee leadership and independence: Bird’s role as Audit Chair and “financial expert” strengthens board effectiveness in financial reporting oversight and internal controls; the Audit Committee met regularly, with documented charters and SEC/PCAOB independence review of auditors (Crowe LLP) .
- Attendance and engagement: Documented robust attendance (>75%) and participation; full board monthly meetings enhance oversight cadence .
- Compensation alignment for directors: Mix of cash and time‑based restricted stock supports alignment without incentivizing risk; upcoming 2025 changes increase cash/stock retainers but maintain equity link and one‑year vesting .
- Conflicts/related parties: No Bird‑specific related party transactions disclosed; board has a formal related party review policy (Audit Committee oversight). Chairman’s firm received legal fees ($462,000 in 2024), an identified related‑party; controls exist to review/approve such arrangements .
- Shareholder signals: Say‑on‑pay support remained strong (86.1% in 2024), indicating investor confidence in compensation oversight. The board also enhanced clawback breadth and internal audit reviews of incentive payouts, reflecting governance responsiveness .
RED FLAGS: None specific to Bird disclosed (no pledging, no late Section 16 filings, no related party ties). Broader board red‑flag awareness includes monitoring the Chairman’s related‑party legal services and maintaining strict insider trading/clawback policies .