Robert W. Dillon
About Robert W. Dillon
Independent director since 1996; age 62. President/CEO of Dillon Floral Corporation; Managing Partner of Dillon Investments Partnership; Managing Member of Dillon Center, LLC (real estate); President of International Floral Distributors Corp.; Chairman of the Board of Millville Mutual Insurance Companies. The board values his entrepreneurial, real estate, and senior executive experience . He is deemed independent under Nasdaq rules (all directors except Messrs. Diehl and Glunk) and attended at least 75% of board/committee meetings in 2024 .
Past Roles
| Organization | Role | Notes |
|---|---|---|
| Dillon Floral Corporation | President & CEO | Current role cited in proxy biography |
| Dillon Investments Partnership | Managing Partner | Real estate holding company |
| Dillon Center, LLC | Managing Member | Real estate holding company |
External Roles
| Organization | Role | Notes |
|---|---|---|
| International Floral Distributors Corp. | President | Wholesale florist cooperative |
| Millville Mutual Insurance Companies | Chairman of the Board | Leadership role highlighted by board |
Board Governance
| Committee | Role | Meeting Frequency | 2024 Meeting Count | Notes |
|---|---|---|---|---|
| Audit Committee | Member | Quarterly | 4 | All members meet Nasdaq independence; Mr. Hager designated “financial expert” |
| Loan Committee (Journey Bank) | Member | Monthly | 12 | Reviews approvals over management limits; credit risk oversight |
| Executive Committee (Journey Bank) | Member | As needed | Not disclosed | Reviews HR matters; independent directors act as Committee on Executive Compensation |
| Board Meetings | Director | Monthly | 13 | Each director attended ≥75%; all directors attended 2024 annual meeting |
| Director Nomination | Full board (no formal nominating committee) | Ongoing | N/A | Full board manages nominations given company size and post-merger integration |
Fixed Compensation
| Fee Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Monthly retainer | $1,550 | $1,612 | Paid monthly |
| Board fee (per month) | $700 | $728 | Paid monthly |
| Committee meeting fee (per meeting) | $350 | $364 | Standard committee meeting fee |
| Special meeting fee (per meeting) | $450 | $468 | |
| Committee Chair fee (per meeting) | $600 | $624 | In lieu of standard committee fee; Audit Chair receives annual fee instead |
| Lead Independent Director annual fee | $6,600 | $6,600 | Paid monthly ($550) |
| Audit Committee Chair annual fee | $12,000 | $12,480 | Paid monthly ($1,000→$1,040) |
| Director | Year | Director’s Fees | All Other Compensation | Total |
|---|---|---|---|---|
| Robert W. Dillon | 2024 | $35,450 | — | $35,450 |
| Robert W. Dillon | 2023 | $27,555 | — | $27,555 |
Performance Compensation
| Component | Disclosure | Notes |
|---|---|---|
| Equity grants (RSUs/PSUs) | None disclosed | Director compensation tables show cash fees and deferred interest only; no director equity awards listed |
| Option awards | None disclosed | No options disclosed for directors |
| Performance metrics tied to director pay | None disclosed | No TSR/financial metric linkage disclosed for director pay |
| Deferred compensation plan participation | Not listed for Dillon | Deferred fee plans list participants; Dillon not named among participating directors |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| External leadership | Chairman, Millville Mutual Insurance Companies; President, International Floral Distributors Corp. |
| Interlocks/transactions policy | Any business dealings (including credit) with directors or entities they control require approval by disinterested directors; services/loans provided on market terms; all such loans in 2024 complied with Regulation O with no unfavorable features |
Expertise & Qualifications
- Entrepreneur/operator background as President/CEO of Dillon Floral; real estate investment and leadership experience .
- Committee service spans Audit and Loan (financial reporting and credit oversight) .
- Governance involvement includes Executive Committee participation for HR/compensation matters among independent directors .
Equity Ownership
| Metric | Feb 19, 2024 | Feb 14, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 14,550 | 14,550 |
| Ownership % of outstanding | <1.00% (per footnote) | <1.00% (per footnote) |
| Indirect holdings noted | Includes 2,667 shares via Dillon Center LLC (majority member) | Not specifically footnoted in 2025 table |
| Shares pledged as collateral | None disclosed for Dillon (pledging footnote appears for McMichael, not Dillon) |
Governance Assessment
- Independence and engagement: Dillon is an independent director under Nasdaq rules, served on Audit and Loan Committees, and met attendance policy thresholds in 2024—supporting board effectiveness in oversight of financial reporting and credit risk .
- Compensation alignment: Director pay is modest, fee-based, and primarily cash; no equity or performance-based awards disclosed, which limits direct market-aligned incentives but reduces complex pay risks .
- Ownership: Holds 14,550 shares (<1%); no pledging disclosed—skin-in-the-game is present but not a significant ownership stake; indirect holdings via Dillon Center LLC noted in 2024 .
- Conflicts/related party: Company policy requires disinterested board approval for any director-related business dealings; 2024 loans to directors and related interests complied with Regulation O and had no unfavorable features—mitigating related-party risk .
- Committee impact: Audit Committee membership (with a designated financial expert on the committee) and Loan Committee work (12 meetings in 2024) indicate substantive engagement in key risk areas that affect investor confidence .
RED FLAGS: None specifically disclosed regarding pledging, related-party loans with unfavorable terms, or attendance shortfalls for Dillon in reviewed filings .