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Six directors resigned after the company contested an activist investor's successful effort to wrest board control. As a court battle looms and regulators watch, the company could struggle to find replacement directors.
June 18
Solera National Bancorp (SLRK) in Lakewood, Colo., is looking for a new leader following the ouster of its chief executive.
John Carmichael was removed as CEO on Monday, a source familiar with the matter said. A call to Carmichael's office was referred to Robert Fenton, a former Solera chief financial officer who allied with its biggest investor in a recent proxy challenge.
The shareholder, Michael Quagliano, was added to Solera's board late last month, along with three of his director nominees. Lars Johnson, Jackson Lounsberry and Carlyle Griffin were the other additions.
Solera and Quagliano have been engaged in a lengthy, and often bitter, fight over control of the board.
Quagliano, who owns 23% of Solera's stock, had repeatedly complained about the company's management and underperforming stock price. Solera, in return, had highlighted the relative inexperience of some of the dissident's nominees. Two of Quagliano's nominees his daughter, Drew Quagliano, and his fiancée, Melissa Allen were not added to the board.
Solera's shareholders voted overwhelmingly at this year's annual meeting to replace the board and to shrink its size to five directors. Solera contested the results, petitioning a Colorado District Court judge to resolve the issue. The status of that litigation is unclear.
Most of Solera's directors also resigned, leaving Carmichael as the only remaining director. Carmichael first offered a board seat to Quagliano, who initially declined. Carmichael and Quagliano had continued to bicker in recent weeks,
By adding Quagliano and the other directors, Solera's board is seemingly compliant with federal regulation that
Carmichael Solera's fourth chief executive since 2008 could be eligible for $428,000 in severance, the Denver Post reported. Quagliano, during the proxy battle, took issue with the severance packages the company had given to past executives.
Efforts to reach Carmichael and Quagliano were unsuccessful.
