Solera in Colorado Faces Major Activist Challenge

Solera National Bancorp (SLRK) is being challenged by a former director who wants to wrest control of the Lakewood, Colo., company's board.

Michael Quagliano, who has a 23.3% stake in Solera, said in a regulatory filing that he has nominated seven people, including himself, to join the $170 million-asset company's board. He also proposed an amendment to Solera's bylaws that, if approved by shareholders, would reduce the board's size from 13 to five members.

Quagliano, who briefly served on Solera's board in late 2008 and early 2009, said in his filing that the proxy challenge stems from the company's unwillingness to respond to various "recommendations and inquiries" and its "continued poor earnings performance." In his filing, Quagliano said his recommendations to the board and management included suggestions that they eliminate certain real estate leases, consider "appropriate" staff reductions and decrease executive compensation.

Solera posted a net loss of $656,000 in 2013, compared to a $281,000 profit a year earlier. Employee compensation more than tripled in 2013 from a year earlier, to $8.4 million.

The company said in a regulatory filing that it added 61 employees since Dec. 31, 2012, with most assigned to its residential mortgage lending division. In December 2012, Solera hired 40 mortgage bankers from Universal Lending Corp.

The proxy challenge will be an early test for John Carmichael, who became Solera's president and chief executive in September. A call to Carmichael was not immediately returned.

Solera plans to hold its annual meeting on May 22.