J. Grant Smith
About J. Grant Smith
Independent Chair of the Board at Conifer Holdings (CNFR), appointed to the Board in January 2024 and elected acting Chair in October 2024; currently serving as Chairperson of the Board as of the 2025 proxy . Age 58 as of April 7, 2025; holds a B.B.A. in Finance and an M.S. in Corporate Finance from Walsh College; former President & COO of Waterford Bank, N.A. (retired November 2024) and previously led a turnaround at Clarkston Financial Corporation culminating in a merger with Waterford Bancorp in January 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waterford Bank, N.A. | President & Chief Operating Officer | Until Nov 2024 (start date not disclosed) | Executed merger of Clarkston Financial Corporation with Waterford Bancorp in Jan 2020 |
| Clarkston Financial Corporation | President & CEO | First 3 years in role (dates not disclosed) | Designed and implemented turnaround; recapitalization and record post‑recession performance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clarkston Companies | Senior Advisor | Current (as of 2025 proxy) | Affiliates of directors Gerald & Jeffrey Hakala have significant ownership and financing ties with CNFR via Clarkston entities |
Board Governance
- Chairperson of the Board: Independent director, J. Grant Smith, designated as Chairperson; leadership structure explicitly favors an independent chair .
- Committee assignments (2024–2025):
- Compensation Committee: Chair (members: Smith, Isolde O’Hanlon, Joseph D. Sarafa) .
- Audit Committee: Not a member (members: O’Hanlon – Chair, Melstrom, Williams Jr., Lamothe) .
- Nominating & Corporate Governance Committee: Not a member (members: Sarafa – Chair, Jeffrey Hakala, Lamothe) .
- Independence: Board determined all directors are independent under Nasdaq and SEC rules in latest review (2025) ; in 2024, Smith was among eight independent directors out of ten .
- Attendance: In 2024, the Board held 11 meetings; each director attended at least 75% of Board and committee meetings; eight directors attended the 2024 Annual Meeting .
- Board structure changes: Board reduced from eight to five members following the 2025 Annual Meeting to improve decision-making post sale of agency operations .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $20,000 | Paid quarterly, non‑employee director policy |
| Fees earned (Smith) | $50,000 | Elevated due to Chair responsibilities commencing Oct 2024 |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Equity awards to directors | None granted in 2024 | Company disclosed no stock option grants in 2024 |
| Hedging policy | Prohibited for all directors, officers, employees | Insider Trading Policy bans hedging/monetization transactions |
| Clawback policy | Implemented Nov 2023 | Compensation Recovery Policy aligned with SEC/Nasdaq; applies to covered officers |
No director‑specific performance metrics, PSUs/RSUs, or option awards were disclosed for 2024 .
Other Directorships & Interlocks
| Entity | Type | Relationship & Potential Interlock |
|---|---|---|
| Clarkston 91 West LLC; Clarkston Ventures LLC | Affiliates of Clarkston Companies | Clarkston entities affiliated with directors Gerald & Jeffrey Hakala financed CNFR (Series A in 2023; Series B in Feb/Mar 2025; 4,000,000 warrants at $1.50) and hold significant voting power via Series B; Smith is Senior Advisor to Clarkston Companies, creating a network tie (no direct related‑party transaction disclosed for Smith) . |
No current public company directorships for Smith were disclosed in the proxy .
Expertise & Qualifications
- Corporate finance and banking operations; turnaround leadership (Clarkston Financial Corporation), M&A execution (merger into Waterford Bancorp) .
- Education: B.B.A. in Finance; M.S. in Corporate Finance from Walsh College .
- Brings strategic proficiency in financial services to CNFR’s Board .
Equity Ownership
| Security | Beneficially Owned | % of Shares Outstanding / Votes |
|---|---|---|
| Common stock | 0 shares | <1% (“*”) |
| Series B Preferred | 0 shares | N/A |
Contrast: Clarkston Ventures LLC and Clarkston 91 West LLC (affiliates of directors) collectively hold 3,735,769 common shares and 1,500 Series B shares equating to 2,443,353 votes, representing ~42.1% combined voting influence when including the Series B cap structure (aggregate Series B voting power capped at 19.99%) .
Insider Trades & Filings
| Date | Filing | Detail |
|---|---|---|
| Jan 24, 2024 | Form 3 | One late insider ownership report by J. Grant Smith; covered no transactions |
Governance Assessment
-
Strengths
- Independent chair with relevant banking and turnaround expertise; clearer separation between Board leadership and management .
- Compensation Committee chaired by Smith, with committee independence affirmed; clawback policy in place; hedging prohibited, supporting governance discipline .
- Attendance threshold met; Board streamlining signals focus on strategic pivot post agency sale .
-
Watch items / RED FLAGS
- Zero beneficial ownership by Smith suggests limited “skin‑in‑the‑game” alignment versus peers; no director equity program evident in 2024 .
- Late Section 16 Form 3 filing, albeit with no transactions; procedural lapse to monitor .
- Network interlock: Smith is Senior Advisor to Clarkston Companies while Clarkston affiliates (linked to two sitting directors) provided recent financing and hold significant voting power via Series B and common equity; potential influence dynamics warrant monitoring, though Board affirms independence .
- Discretionary executive bonuses tied to asset sale were approved despite no disclosed director equity; as Compensation Committee Chair, Smith’s oversight should be assessed for pay‑for‑performance rigor going forward .
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Implications for investor confidence
- Independent chair and committee leadership are positives, but lack of director equity ownership and close affiliations with dominant shareholders (via Clarkston entities) introduce perceived alignment and influence risks. Continued transparent disclosure, on‑time filings, and clear performance‑linked pay frameworks can mitigate concerns .