Robert C. Wheatley
About Robert C. Wheatley
Robert C. Wheatley is an independent director of LINKBANCORP, Inc. (LNKB), age 69, serving on the board since 2023 following the merger with Partners Bancorp . He is managing member/owner of The Whayland Group LLC (real estate project management and consulting) since 2009, and previously President/owner of The Whayland Company, Inc. (commercial construction) from 1993–2013 . Wheatley holds a degree from Salisbury University and has been an associate real estate broker with Keller Williams Realty since 2016; he also serves on multiple public and private economic development bodies in the Delmarva region .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Whayland Company, Inc. | President & Owner | 1993–2013 | Led commercial construction operations; deep real estate development expertise |
| The Whayland Group LLC | Managing Member & Owner | 2009–Present | Real estate project management and consulting; regional market insight |
| Partners Bancorp / The Bank of Delmarva | Director | 1998–2023 | Long-standing community bank governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keller Williams Realty, Inc. | Associate Real Estate Broker | 2016–Present | Licensed; enhances real estate market knowledge |
| Sussex County Planning & Zoning Commission | Commissioner | Not disclosed | Public-sector planning oversight |
| Delaware Association of Professional Engineers | Member/Participant | Not disclosed | Professional engagement |
| Laurel Development Corp. | Board/Participant | Not disclosed | Local economic development |
| Delaware Economic & Environmental Development Commission | Participant | Not disclosed | State-level economic development |
Board Governance
- Independence: The board determined all directors except Messrs. Samuel, Breda and Harrison are independent; Wheatley is independent per Nasdaq rules .
- Committee memberships: Audit Committee member (committee chaired by William L. Jones, III); committee met 8 times in 2024 .
- Attendance: Board held 13 meetings in 2024; other than Director Pierson, no director attended fewer than 75% of board+committee meetings—Wheatley met the 75% threshold .
- Annual meeting attendance: 19 directors attended the May 23, 2024 annual meeting (two excused) .
- Board leadership: Independent Chairman (Joseph C. Michetti, Jr.); CEO role separated from Chair .
- Board size change: Reduced from 21 to 11 effective at the 2025 annual meeting; Wheatley nominated among the 11 .
- Executive sessions: Independent directors meet in executive session regularly .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash retainer ($) | $0 (directors appointed via Partners merger did not receive 2023 fees) | $30,000 |
| Committee chair fees ($) | N/A | Not applicable to Wheatley (not a chair) |
| Board Chair uplift ($) | N/A | Not applicable (Chair is Michetti; $5,000 uplift) |
| Director fee policy | $30,000 annual retainer for non-employee directors; +$2,500 for committee chairs | Unchanged; paid quarterly |
Performance Compensation
| Feature | 2022 Equity Plan | 2025 Equity Plan |
|---|---|---|
| Non-employee director equity cap (grant date fair value) | $50,000 per calendar year | $50,000 per calendar year |
| Minimum vesting | Plan-wide: at least 95% of awards require ≥1 year vesting | At least 95% of awards require ≥1 year vesting (with limited exceptions) |
| Dividends on RS/RSU | Not paid until vesting; forfeited if award forfeited | Not paid until vesting; RSU dividend equivalents paid at settlement |
| Repricing/buyouts | No option repricing or cash buyouts of underwater options without shareholder approval | No repricing; no cash buyouts of underwater options without shareholder approval |
| Clawback | Subject to company clawback policies and SOX §304 if restatement | Explicit clawback provisions; subject to company policies |
| Holding period (post-vesting) | Committee may require holding until ownership requirements met | Committee may require holding for ≥12 months or until ownership minimum met |
Notes:
- 2024 equity for Wheatley: RSUs grant date fair value $13,160; equity awards are time-based (no director performance metrics disclosed) .
- No director-specific performance targets (e.g., revenue/TSR) are used for directors; those apply to executive incentives only .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Other public company boards | None—“Other than Mr. Parmer (Amesite Inc.), none of the LINK directors are directors of any other publicly-traded company” |
| Potential interlocks | None disclosed for Wheatley; no supplier/customer board overlaps identified |
Expertise & Qualifications
- Deep commercial construction and real estate development expertise across Delmarva; long community bank governance experience (Partners/Delmarva since 1998) .
- Active roles on regional planning and economic development bodies provide regulatory and local-market insight .
- Salisbury University graduate; licensed real estate professional enhances property market and collateral risk understanding .
Equity Ownership
| Metric | Apr 5, 2024 | Apr 4, 2025 |
|---|---|---|
| Shares owned (beneficial) | 17,390 | 19,930 |
| Options/warrants exercisable within 60 days | None disclosed for Wheatley | None disclosed for Wheatley |
| % of shares outstanding | <1% | <1% |
| Pledged shares | None—company states no director/NEO shares are pledged | None—company states no director/NEO shares are pledged |
| Anti-hedging policy | Hedging/derivative transactions prohibited for directors | Hedging prohibited; cashless option exercises permitted |
Governance Assessment
- Strengths: Independent status; active Audit Committee role; consistent meeting attendance; equity pay structure features best practices (no repricing, clawbacks, minimum vesting, dividend deferral) supporting shareholder alignment .
- Ownership alignment: Direct beneficial ownership increased year-over-year (17,390 → 19,930); anti-hedging and no pledging enhance alignment .
- Compensation mix: Standard community-bank director pay—$30,000 cash retainer plus modest RSUs ($13,160 grant date value), with plan cap of $50,000/year for non-employee directors limiting dilution risk .
- Conflicts: No related-party transactions disclosed involving Wheatley; director/officer loans are ordinary-course and on market terms per banking regulations .
- Oversight: Audit Committee engagement (8 meetings in 2024) and independent chair governance structure suggest effective oversight .
RED FLAGS: None specific to Wheatley disclosed. Board-wide related-party transactions noted with entities of another director (Parmer) in subordinated notes; not linked to Wheatley . Board reduction to 11 in 2025 is a structural change but presented as governance optimization, not a concern per se .