Proven Bank Investor Johnny Guerry, Who Previously Ran Clover Partners, is the Third Shareholder in Three Months to Publicly Urge First United to Sell Itself to One of the Viable Acquirers in the Marketplace
Mr. Johnny Guerry, a sizable shareholder of First United Corporation, today issued the following letter:
Chairman of the Board
First United Corporation
19 South Second Street
Oakland, Maryland 21550
Dear Ms. Rodeheaver and Members of the Board of Directors,
At the present time, I personally own 22,500 shares of First United Corporation (“First United” or the “Company”). I am also the former Managing Partner and Portfolio Manager of Clover Partners LP, which is an asset management firm that focuses on the banking sector. During my 15 years at Clover, I was ranked in the top 5% of hedge funds worldwide based on performance. Furthermore, I ran 14 activist campaigns that culminated in the sale of 13 of the targeted financial institutions.
First United’s poor corporate governance, lack of strategic direction and operational deficiencies have been well documented at this point. I feel there is little utility in reiterating what has already been highlighted and recognized by other shareholders. Suffice to say, shareholders—which it is difficult to even characterize you and the Board of Directors (the “Board”) as given your meager ownership stakes—are extremely disillusioned by the bank's performance and the incoherent plans that have recently been presented. Perhaps the only element that eclipses First United’s lack of operational prowess is the pathetic level of ownership amongst the executive management team and the Board. In fact, I personally own more stock than you and the vast majority of the Board.
I have served on numerous boards of directors and am currently a director of a bank in Texas, so I am intimately familiar with boardroom dynamics and corporate governance. The Board is clearly burying its head in the sand by pretending it cannot entertain outside interest in First United or engage investment bankers to explore all strategic options. This is at the very least dereliction of duty if not breach of fiduciary duties. Given the abysmal operational performance, lack of meaningful insider ownership and no clear strategic path to improvement, it is patently obvious that the Company should immediately hire an investment bank to explore a sale of the institution. Anything less is not consistent with fulfilling your duties as officers and directors of the bank.
I sincerely hope this resonates with you and that further steps to directly confront the officers and directors of the bank will be unnecessary. Now that three shareholders have publicly called for the Board to initiate a sale process, it should be clear to the Board that First United’s true owners are fed up with the current state of play. The Board is likely to receive more public and private feedback toward this end if it continues to put its own preferences ahead of shareholders’ best interests.