Solera in Colo. Faces Challenge from Second Ousted Executive

A former executive at Solara National Bancorp (SLRK) could start working with an activist investor to alter the size and composition of the Lakewood Village, Colo., company's board.

Robert Fenton, who was terminated as chief financial officer last month, disclosed Thursday that he will begin making regulatory filings in concert with Michael Quagliano, who owns 23.3% of Solera's common stock. Quagliano plans to nominate seven people, including himself, to join the $170 million-asset company's board. Quagliano also filed a proposal to shrink the size of Solera's board to five directors.

Fenton, who own about 6.5% of Solera's stock, said in his filing that he has "evaluated the business, operations, governance, management, strategy and future plans" at his former employer and may oppose management's slate of directors. In addition, Fenton said he could support Quagliano's nominees and the effort to shrink the board.

Fenton and Quagliano have not entered into a voting agreement or "any other formal arrangement," Fenton's filing said.

Fenton, who was a Solera director in 2006 before becoming an employee in September 2007, is the second former executive to rise up against the company. Kathleen Stout, who once led Solera's mortgage business, wants to nominate eight people for the board. She owns about about 0.58% of Solera's stock.

Overall, Quagliano, Fenton and Stout own more than 30% of Solera's stock. The company's directors and executives officers control about 17.4% of the shares.

Solera has already urged shareholders to oppose nominees from Quagliano and Stout, asserting that Quagliano has rebuffed efforts to remedy the situation. Solera's shareholders will meet on May 22.