Robert M. Bolton
About Robert M. Bolton
Independent director (since 2020) with 30+ years in banking, asset management, and equity trading; age 56 as of April 24, 2025; BA in Philosophy (St. Bonaventure University) and attendance at University of Rochester Simon School of Business; founder, President, CEO and CIO of Iron Bay Capital and CIO to Iron Bay Fund LP, focused exclusively on community banks .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Iron Bay Capital / Iron Bay Fund LP | Founder; President, CEO & CIO; CIO | Since 2011 | Focus on investing in community banks . |
| Mendon Capital | Managing Director, Head Trader; senior investment committee member | Prior to 2011 | Oversaw four domestic equity financial services portfolios . |
| Pershing Trading Company | Proprietary Trader | Earlier career | Equity trading experience . |
| The Bank of New York | Banker (award-winning) | Earlier career | Banking operations and performance recognition . |
| HopFed Bancorp, Inc. (HFBC) | Director (retired) | Pre-merger (merged with First Financial Corp in 2019) | Community bank board experience . |
| Naugatuck Valley Financial Corp. (NVSL) | Director (retired) | Pre-merger (merged with Liberty Bank in 2016) | Community bank board experience . |
External Roles
| Organization | Role | Scope |
|---|---|---|
| Iron Bay Capital | Founder, President, CEO & CIO | Investment management focused on financial services/community banks . |
| Iron Bay Fund LP | CIO | Fund invests exclusively in community banks . |
Board Governance
- Independence: Affirmed independent director under Nasdaq and SEC rules .
- Committee assignments: Member, Investment/Interest Rate Risk Committee; Member, Credit Risk Committee (no chair roles) .
- Attendance and engagement: Board held 18 regular meetings in 2024; each director attended ≥75% of Board + committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Chairman is not independent; Lead Independent Director (Gregory W. Feldmann) designated; leads independent director executive sessions and risk oversight (chairs Investment/IRR and Nominating & Compensation) .
- Risk oversight: ERM, Credit Risk, Investment/IRR, Audit, and Nominating & Compensation committees provide targeted risk oversight; ERM includes Independent Directors and management .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer (non-chair) | $38,800 | No per-meeting fees . |
| 2024 | Annual stock retainer (restricted stock) | $30,010 | One-year vest; grant sized by 90-day average price . |
| 2024 | Total director compensation (Bolton) | $68,810 | Sum of cash + stock . |
| 2025 (approved) | Annual cash retainer (non-chair) | $42,000 | Effective for 2025 . |
| 2025 (approved) | Annual stock retainer | $33,000 | Effective for 2025 . |
| 2025 (approved) | Chair premia (if applicable) | $8,000–$14,000 | Role-based chair fees; Bolton not a chair . |
Performance Compensation
Directors do not have performance-based pay; equity retainers are time-based restricted stock with one-year vesting.
| Element | Grant Date | Award Type | Fair Value | Vesting | Shares/Status |
|---|---|---|---|---|---|
| Annual stock retainer | Jan 2, 2024 | Restricted stock | $30,010 | 1-year | As of Dec 31, 2024, each non-employee director held 2,330 restricted shares . |
No director performance metrics (e.g., EPS, ROAA) are tied to director compensation; Pearl Meyer provides independent market benchmarking for director pay .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| HopFed Bancorp, Inc. (HFBC) | Former Director | Company merged into First Financial Corp (2019); historical role . |
| Naugatuck Valley Financial Corp. (NVSL) | Former Director | Company merged into Liberty Bank (2016); historical role . |
| Iron Bay Fund LP | CIO; limited partner interests noted | Fund invests in community banks; Bolton’s indirect beneficial ownership in CARE via Iron Bay Fund LP (56,500 shares) flagged for potential perceived conflict if the fund invests in peers/customers/suppliers . |
Expertise & Qualifications
- Skills matrix flags: Financial reporting/audit/capital planning; leadership; technology; risk management; business operations; corporate governance; cybersecurity .
- Banking and capital markets expertise aligned with Credit Risk and Investment/IRR committee assignments .
Equity Ownership
| Date | Total Beneficial Ownership (shares) | % Outstanding | Direct vs Indirect | Notes |
|---|---|---|---|---|
| Apr 5, 2024 | 67,401 | <1% | Includes 56,500 shares held for Iron Bay Fund LP (limited partner) | Company O/S: 23,018,897 . |
| Apr 4, 2025 | 69,228 | <1% | Includes 56,500 shares held for Iron Bay Fund LP (limited partner) | Company O/S: 23,160,954 . |
| Oct 30, 2025 (Form 4) | Direct: 10,827; Indirect: 56,500 | <1% | Sold 1,901 shares at $17.23; remains director filer | SEC Form 4 . |
- Pledging/hedging: Company policy prohibits short sales, margin accounts, and pledging (except grandfathered arrangements); no Bolton-specific pledging disclosed; hedging restricted by insider policy .
- Section 16 compliance: Company reported compliance in 2024 for directors; no Bolton exceptions noted .
Governance Assessment
- Board effectiveness: Independent, financially literate director on key risk committees (Credit Risk, Investment/IRR); strong sector expertise beneficial for oversight of asset/liability management and loan portfolio risk .
- Alignment: Receives modest cash plus equity retainer with one-year vest; beneficial ownership includes meaningful indirect stake via Iron Bay Fund LP; overall ownership <1%, consistent with peers; time-based equity provides some alignment but lacks performance linkage for directors .
- Independence & attendance: Confirmed independent; ≥75% attendance and annual meeting attendance supports engagement .
- Compensation governance: Pay set using independent consultant Pearl Meyer and peer benchmarking; no per-meeting fees reduces “pay-per-attendance” risk; 2025 increases modest and market-based .
- Potential conflicts (monitor): Indirect holdings via Iron Bay Fund LP and active investing across community banks could pose perceived conflicts if the fund invests in competitors or counterparties; require ongoing related-party and conflict review (no Bolton-specific related party transactions disclosed; Company maintains Audit Committee oversight and procedures) .
- RED FLAGS: None explicit in filings for Bolton. Note small insider sale (1,901 shares on Oct 30, 2025) is modest; does not signal material disengagement but should be monitored in context of broader insider activity and performance cycles .
Related-party environment: Company disclosed ordinary-course credit to directors/officers ($2.5mm; 0.7% of equity capital at YE 2024) and legal services paid to Chairman’s firm; Bolton not identified in specific related-party transactions .
Say-on-pay context: 86.1% approval in 2024; signals acceptable compensation governance climate (indirectly supportive of board oversight environment) .