Robert D. Barry
About Robert D. Barry
Independent director since January 2014; age 80 as of the 2024 record date. Certified Public Accountant (CPA) licensed in North Carolina and Georgia, with extensive CFO/CAO experience across consumer finance and retail/commerce operations, including roles at Polished.com Inc. and Regional Management Corp. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polished.com Inc. (former EFSH subsidiary) | Chief Accounting Officer | Since July 2021 | Senior accounting leadership |
| Polished.com Inc. | Chief Financial Officer | Jan 2019–Jul 2021 | Senior finance leadership |
| Neese, Inc. (former EFSH subsidiary) | Controller | Jul 2017–Apr 2021 | Accounting oversight |
| Pawn Plus Inc. | Chief Executive Officer & Chief Financial Officer | Apr 2013–Aug 2016 | Executive leadership |
| Regional Management Corp. | EVP & Chief Financial Officer | Mar 2007–Jan 2013 | Public company finance leadership |
| AccessOne Mortgage Company, LLC | Managing Member | 1997–2007 | Founder/manager |
| Regional Acceptance Corporation | EVP & Chief Financial Officer | Prior to 1997 | Consumer finance CFO |
| KPMG LLP | Financial Institutions Partner | Prior to Regional Acceptance | Audit/assurance leadership |
External Roles
| Organization | Role | Nature | Overlap/Interlock |
|---|---|---|---|
| Polished.com Inc. | CAO (current), CFO (prior) | Public company; former EFSH subsidiary | EFSH director Clark R. Crosnoe also serves on Polished.com’s board (board-level interlock within EFSH network) |
| Neese, Inc. | Controller (prior) | Former EFSH subsidiary | Operational linkage to EFSH portfolio |
Board Governance
- Independence: Identified as an independent director in board committee materials; board comprised of independent directors across committees.
- Committee assignments: Audit Committee members at the time of the 2024 filing were Paul A. Froning (Chair), Michele A. Chow-Tai, Clark R. Crosnoe, and Tracy S. Harris (Barry not listed).
- Nominating & Corporate Governance: Lawrence X. Taylor appointed Chair on Feb 23, 2023; Clark R. Crosnoe replaced Glyn Milburn on the committee (Barry not referenced).
- Attendance: Board met 4 times in 2023; each incumbent director attended at least 75% of board and committee meetings during their service period.
- Ethics/Trading: Insider trading policy prohibits hedging and pledging of company shares absent specific pre-approval; blackout periods enforced around quarter-end earnings.
Fixed Compensation
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | - | 2,917 |
- Policy: Independent directors receive an annual cash retainer of $35,000, payable monthly.
- Committee/Meeting fees: Not disclosed; compensation structure indicates retainer and equity only.
Performance Compensation
| Metric/Structure | Policy Terms |
|---|---|
| Annual director equity | $35,000 in restricted shares, RSUs and/or options, subject to Compensation Committee approval |
| Award types | Incentive stock options, non-qualified options, share appreciation rights, restricted awards authorized under equity plan |
| Vesting/Performance metrics | Not disclosed for directors (no specific TSR/EBITDA/ESG metrics tied to director grants) |
| Shares available under plan | If amendment approved, 5,000,000 shares; auto-increase 5% annually; option exercise price at least FMV; no backdating |
No director-specific performance targets or vesting schedules were disclosed for Barry’s equity grants.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Polished.com Inc. | Management (CAO/CFO) | Not applicable | EFSH director Crosnoe is on Polished.com board, indicating information flow and network interlock within EFSH’s ecosystem |
No other public company directorships for Barry were disclosed.
Expertise & Qualifications
- CPA licensed in North Carolina and Georgia, with deep financial institutions and consumer finance experience.
- Senior public company finance roles (EVP/CFO) and operating CFO/CAO roles across multiple entities.
- Prior Big Four partner-level audit leadership focused on financial institutions.
Equity Ownership
| Metric | Record Date (FY 2023/2024 proxy) | Record Date (Jan 2025 special proxy) |
|---|---|---|
| Common shares beneficially owned | 44 | 4 |
| Percent of class | <1% (*) | <1% (*) |
| Shares outstanding at record date | 5,292,851 | 25,400,386 |
(*) “Less than 1%” per proxy footnote; percent not quantified for Barry.
- Voting structure note: Holders of common shares also hold an equal number of Series E preferred shares with 1,000,000 votes per share, restricted to specific matters described in the 2025 special meeting proxy.
- Hedging/Pledging: Prohibited absent specific pre-approval under insider trading policy.
Governance Assessment
- Alignment: Barry’s disclosed common share ownership is de minimis, which limits direct economic alignment; equity retainer policy exists but specific director grant detail for Barry was not disclosed for 2023.
- Committee effectiveness: Audit oversight performed by independent directors with a designated financial expert (Froning as Chair); Barry not listed on Audit, suggesting he contributes primarily as an independent board member rather than in financial oversight.
- Attendance: Meets baseline engagement (≥75% attendance in 2023), supporting minimum governance participation expectations.
- Conflicts/Interlocks: Prior management roles at Polished.com (former EFSH subsidiary) and concurrent EFSH board ties to Polished.com via Crosnoe create network interlocks; Audit Committee retains authority for related-party transaction review, mitigating—but not eliminating—perceived conflict risk.
- Policies/Risk indicators: Insider trading policy prohibits hedging and pledging; equity plan explicitly disallows option backdating and requires FMV strike prices. These are positive governance controls.
- RED FLAGS: Super-voting Series E preferred shares (1,000,000 votes per share on specified agenda items) can dilute common-share voting power and may be viewed negatively by investors on governance grounds, independent of Barry’s individual actions.