Benjamin Robinson III
About Benjamin E. Robinson III
Independent director since 2021; age 61 in the 2025 proxy. Audit and Compliance Committee member; designated an audit committee financial expert. Background includes senior roles at Mastercard (CEO of Cardholder Solutions; Chief Privacy Officer), Bank of America, Prudential Financial, and Chief Administrative Officer at Taylor Strategy; prior public service with the US Navy Reserve and advisory roles to the Federal Reserve Board and US House Banking Committee. Education: Doctorate in Public Policy (Banking & Finance) – Union Graduate School; MA in Public Policy – Trinity College; BA – Bates College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taylor Strategy | Chief Administrative Officer | 2020–2022 | Oversight of operational and strategic functions |
| Prudential Financial (Prudential Annuities) | SVP & Chief Administrative Officer | 2010–2015 | Finance, risk, governance exposure |
| Bank of America | Executive roles | 2002–2010 | Operations/finance leadership |
| Mastercard International | CEO, Cardholder Solutions; Chief Privacy Officer | 1997–2002 | Product leadership; privacy governance |
| US Navy Reserve | Lieutenant, public affairs officer | Not disclosed | Public service; communications |
| Federal Reserve Board | Consumer Advisory Council member | 2003–2005 | Consumer finance oversight |
| US House Committee on Banking, Finance & Urban Affairs | Congressional advisor | Not disclosed | Policy advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bates College | Board of Trustees | Since 2022 | Current non-profit board |
| William Penn Charter School | Board of Trustees | Since 2002 | Long-standing non-profit governance |
| Bottomline Technologies | Director | 2016–2022 | Prior public company board |
| Johnson & Wales University – School of Business | College Chair | 2016–2021 | Academic leadership |
| Providence Day School | Chair, Board of Trustees | 2008–2018 | Governance chair role |
| Pfeiffer University | Board of Trustees, Vice Chair | 2007–2015 | Governance leadership |
| Federal Reserve System | Consumer Advisory Council | 2003–2005 | Regulatory advisory |
Board Governance
- Committee assignments: Audit and Compliance Committee member; committee charter covers financial reporting, internal controls, CMS oversight, risk management, auditor oversight, and related party transactions review .
- Independence: Board determined Robinson is independent under NASDAQ and company governance policy; all Audit and Compliance members meet heightened independence requirements .
- Financial expertise: Audit and Compliance Committee members, including Robinson, designated “audit committee financial experts” under Item 407(d)(5) of Regulation S-K .
- Attendance and engagement: FY2025—Board held five meetings; each director attended at least 75% of board meetings and all committee meetings for committees they served. Annual meeting attendance policy in place and met by nominees .
- Board leadership and executive sessions: Independent non-executive Chairman (Ken R. Bramlett, Jr.), separate from CEO; independent directors meet in executive session after regular meetings .
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Fees Earned or Paid in Cash ($) | $84,000 |
| Stock Awards ($) | $120,013 |
| Option Awards ($) | — |
| Total ($) | $204,013 |
| Program details | Quarterly retainer $20,000 (H1 FY2025), increased to $22,000 effective Oct 1, 2024; no meeting fees; committee chair retainers (Audit & Compliance: $5,000 → $5,500; Comp and Nominating: $2,500 → $2,750) |
Performance Compensation
| Metric | Dec 18, 2024 Grant | As of Mar 31, 2025 Outstanding |
|---|---|---|
| Restricted Stock (RSUs) – shares | 1,075 | 1,075 |
| Grant Date Fair Value ($) | $120,013 | — |
| Vesting | Vests Dec 18, 2025 | — |
| Stock Options – count | — | 2,031 |
- Deferred compensation plan available; no director elected deferral in FY2025; plan earnings at prime or stock return; no above-market/pref earnings .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Bottomline Technologies | Director | 2016–2022 (ended) |
- Governance policy limits directors to ≤5 public company boards; retirement guideline generally at age 75 (annual renomination possible) .
Expertise & Qualifications
- Leadership, risk oversight, finance, corporate governance, and general business experience cited by the Board; Robinson designated audit committee financial expert .
Equity Ownership
| Metric | As of Jul 10, 2024 | As of Jul 9, 2025 |
|---|---|---|
| Shares Beneficially Owned | 3,437 | 7,137 |
| Percent of Class | <1% | <1% |
| Options exercisable within 60 days | 1,406 | 2,031 |
| Unvested Restricted Stock | 625 | 3,075 |
Insider Trades
| Date | Form | Transaction | Shares | Price | Resulting Ownership | Notes |
|---|---|---|---|---|---|---|
| Dec 18, 2024 | Form 4 | RSU grant (A) | 1,075 | $0 | 3,106 (direct) | Restricted stock vests Dec 18, 2025 |
Governance Assessment
- Strengths: Independent director with deep finance and risk oversight credentials; Audit and Compliance member and audit committee financial expert; documented strong attendance; compensation aligned with standard non-employee director program (cash retainer plus time-vested equity) .
- Alignment: Beneficial ownership increased from 3,437 to 7,137 shares YoY; unvested RSUs and options provide equity exposure consistent with program; ownership remains <1%, typical for outside directors at small-cap lenders .
- Conflicts and related-party exposure: Audit and Compliance Committee charter assigns review of related-person transactions; no related-party transactions disclosed for Compensation Committee members; Board confirms independence of Robinson and audit committee members .
- RED FLAGS: None disclosed specific to Robinson; no pledging/hedging disclosures identified for him in proxy; director fee increase and equity grant are standard program changes across the board .