Orion’s Board of Directors consisted of five members—the CEO and four outside directors—
which was the minimum number of directors required under federal and state statutes. Orion’s
CEO owned 24 percent of the parent bank holding company’s stock, making him the largest
shareholder. The CEO was the dominant force in establishing the bank’s strategic direction and
overall risk profile, including day-to-day management. None of the outside directors had
banking experience, and examiners noted that (1) the CEO “does not look to the directorate for
support in managing the affairs of the bank,” and (2) the Board of Directors’ oversight was
inadequate