Timothy Lamothe
About Timothy M. Lamothe
Independent director (Class II) since 2020; age 69 as of the April 7, 2025 record date. He has 39+ years in reinsurance marketing and distribution, including Senior Vice President at Swiss Reinsurance (2001–2019) and senior roles at PXRE Reinsurance, General Re/National Re, AIG, and Liberty Mutual; MBA (Sacred Heart University, 1984), prior MBA program at Hofstra (1980), BA from St. Michael’s College (1977). Term runs through the 2026 annual meeting; the Board has determined he is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swiss Reinsurance | Senior Vice President | 2001–2019 | Led direct marketing across 25+ states; specialty program marketing expertise |
| PXRE Reinsurance Company | Senior marketing positions | n/d | Specialty insurance marketing |
| General Re/National Reinsurance Corporation | Senior marketing positions | n/d | Specialty insurance marketing |
| AIG | Senior marketing positions | n/d | Specialty insurance marketing |
| Liberty Mutual Insurance Company | Senior marketing positions | n/d | Specialty insurance marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships/interlocks disclosed for Lamothe |
Board Governance
- Structure: Classified board; Lamothe is a Class II director with term expiring in 2026 .
- Independence: Board determined all directors are independent; Lamothe is an independent director .
- Attendance: In 2024 the Board met 11 times; each director attended at least 75% of Board and committee meetings; eight directors attended the 2024 annual meeting .
- Leadership: Current chair is independent director J. Grant Smith .
- Risk oversight: Audit Committee oversees financial controls, compliance, related-party approvals, and whistleblower hotline; Nom/Gov oversees board composition and governance; Compensation Committee oversees executive/director pay .
| Committee | Lamothe Role | 2024 Committee Meetings | Chair? |
|---|---|---|---|
| Audit Committee | Member | 7 | No |
| Compensation Committee | Not a member | 4 | — |
| Nominating & Corporate Governance | Member | 4 | No |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer ($) | $20,000 | $20,000 |
Other director cash fees in 2024 were paid to chairs/acting chairs (e.g., O’Hanlon $45,000; Smith $50,000), but Lamothe’s compensation remained the base retainer .
Performance Compensation
- No equity grants or performance-based director compensation disclosed for Lamothe in 2023–2024; non-employee director pay was cash-only per the proxy tables .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Committee roles elsewhere | None disclosed |
| Interlocks with CNFR stakeholders | None disclosed for Lamothe; related-party transactions involved other directors/affiliates (Clarkston entities; Sarafa affiliate) |
Expertise & Qualifications
- Deep reinsurance and specialty program marketing expertise; extensive experience engaging independent agent channels .
- Financial and distribution know-how supports CNFR’s specialty insurance strategy .
Equity Ownership
| Metric | As of Mar 25, 2024 | As of Apr 7, 2025 |
|---|---|---|
| Common shares beneficially owned | 17,351 | 17,351 |
| Ownership percentage | <1% | <1% |
| Series B Preferred (votes) | — (none listed) | — (none listed) |
| Options/RSUs (director) | — (not disclosed for directors) |
Insider policy signals:
- Hedging prohibited for directors, officers, and employees; equity awards timed to trading windows; no option grants in 2024 .
Section 16 compliance:
| Year | Late filings noted for Lamothe |
|---|---|
| 2024 | None (only one late Form 3 reported for J. Grant Smith) |
Governance Assessment
-
Strengths
- Independent director with relevant industry expertise; active service on Audit and Nominating & Governance Committees .
- Attendance threshold met; Audit Committee oversees related-party approvals and whistleblower processes, supporting control environment .
- Modest, fixed-fee director pay structure reduces pay-related conflicts; no performance equity for non-employee directors .
-
Alignment and risks
- Low personal share ownership (<1%; 17,351 shares) suggests limited economic alignment versus larger holders .
- Company-level governance risks: significant related-party financing and voting power concentrated with Clarkston affiliates (Series B Preferred carries up to 19.99% aggregate voting power; 1,500 shares equate to 2,443,353 votes), plus 4,000,000 warrants at $1.50 tied to Clarkston 91 West LLC; these involve board-affiliated parties (Hakala brothers) though Lamothe is not party to them .
- Nasdaq compliance risk prompting reverse split authorization reflects capital markets pressure; board shrinkage to five members post-2025 may reduce diversity of viewpoints .
-
RED FLAGS
- Concentrated voting via Series B Preferred (affiliates of board members) and insider-linked warrant issuance requiring shareholder approval; potential conflict optics despite Audit Committee oversight .
- Low director share ownership for Lamothe may underweight pay-for-performance alignment signals .
Overall: Lamothe adds industry depth and committee capacity. Key investor-confidence considerations at CNFR are company-level related-party financing/voting structures and capital-market remediation (reverse split), rather than director-specific conflicts for Lamothe. Continued robust Audit/Nom-Gov oversight and transparency on insider-linked transactions remain critical .