DEF 14A of Broadway Financial Corp \de\
Filed Jun 6, 2024 · FY20230001140361-24-029152
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS The Company’s certificate of incorporation provides that the Board shall be divided into three classes of directors, with the term of one class of directors to expire each year. Three directors are to be elected at the Annual Meeting.
Information Concerning Nominees and Directors
Information Concerning Nominees and Directors The following table sets forth the names and information regarding the persons who are currently members of the Board, including those nominated by the Board for election at the Annual Meeting. The membership of the Board and the membership of the board of directors of the Bank are identical. If elected, Wayne-Kent A. Bradshaw, Marie C. Johns, and David J. McGrady will each serve for a term of three years or until their respective successors are elected and qualified. Each person has consented to be named in this Proxy Statement and has indicated his or her intention to serve if elected. If any of the nominees becomes unable to serve as a director for any reason, the shares represented by the proxies solicited hereby may be voted for a replacement nominee selected by the Board.
Information Concerning Nominees and Directors
| Name | Age as of May 31 2024 | Director Since | Current Term Expires | Positions Currently Held with the Company and the Bank | | NOMINEES: | | | | | | Wayne-Kent A. Bradshaw | 77 | 2012 | 2024 | Director, Vice Chair | | Marie C. Johns | 72 | 2014* | 2024 | Lead Independent Director | | David J. McGrady | 68 | 1997* | 2024 | Director | | CONTINUING DIRECTORS: | | | | | | Brian E. Argrett | 61 | 2011* | 2026 | Chair of the Board, President and Chief Executive Officer | | Mary Ann Donovan | 60 | 2020* | 2026 | Director | | William A. Longbrake | 81 | 2011* | 2026 | Director | | Robert C. Davidson, Jr. | 78 | 2003 | 2025 | Director | | Dutch C. Ross III | 77 | 2016 | 2025 | Director | | John M. Driver | 59 | 2022 | 2025 | Director |
Information Concerning Nominees and Directors
| * Including service as a director of CFBanc prior to the Merger. |
Identifying and Evaluating Nominees for Director
Identifying and Evaluating Nominees for Director The Company’s Corporate Governance Committee is charged with the responsibilities of identifying and recommending candidates to be nominated for election as directors. The committee considers candidates suggested by its members, other directors, and stockholders in anticipation of upcoming director elections and other potential or expected Board vacancies. The committee will consider candidates nominated by stockholders provided that the stockholder submitting a nomination has complied with procedures set forth in the Company’s bylaws. See “Stockholder Proposals for Presentation at the Next Annual Meeting” for additional information regarding stockholder nominations of director candidates. The Corporate Governance Committee’s duties and responsibilities and the qualifications for director nominees are described in the Corporate Governance Committee Charter, which is available on the Company’s website at www.cityfirstbank.com. All director candidates, including those nominated by stockholders, are evaluated on the same basis. In determining the needs of the Board and the Company, the Corporate Governance Committee considers the qualifications of current directors and consults with other members of the Board, the Chief Executive Officer and, where appropriate, external advisors. Generally, the Corporate Governance Committee believes that all directors should exemplify the highest standards of integrity and honesty, have demonstrated business acumen, experience, and ability to exercise sound judgment, and the ability to understand the Company and its industry and regularly attend and participate in Board and committee meetings. They should also have the interest and ability to understand the interests of the various constituencies of the Company, including stockholders, employees, customers, governmental units, creditors, and the general public. Director candidates who are not current directors are interviewed by one or more members of the Corporate Governance Committee, and the Chief Executive Officer and the results of those interviews are considered by the Corporate Governance Committee and the Board in their deliberations. Both the Board and the Corporate Governance Committee consider diversity when identifying and evaluating candidates because diversity is considered to be a critical asset to the Company. The Board and Corporate Governance Committee have no formal policy on the consideration of diversity in identifying director candidates, although both the Board and Corporate Governance Committee take into consideration the diverse characteristics of existing Board members and potential candidates when identifying and evaluating candidates. The Board may require a candidate to be sufficiently diverse from the other Board members, in ethnicity, gender, educational, professional and/or managerial backgrounds and experience, to provide a range of perspectives and interests among the members of the Board.
Identifying and Evaluating Nominees for Director
| Board Diversity Matrix (As of May 31, 2024) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 7 | — | — | | Part II: Demographic Background: | | | | | | African American or Black | 1 | 5 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 1 | 2 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |
Summary Compensation Table
Summary Compensation Table The Summary Compensation Table includes information concerning the compensation paid to or earned by our Chief Executive Officer (“CEO”) and our two other most highly compensated executive officers. Each executive is referred to herein as a named executive officer (“NEO”).
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total ($) | | Brian E. Argrett Chief Executive Officer | 2023 | $577,500 | $275,000 | $114,883 | $75,876 | $1,043,259 | | | 2022 | $550,000 | $210,000 | $206,250 | $66,463 | $1,032,713 | | Brenda J. Battey(4) Chief Financial Officer | 2023 | $278,250 | $75,286 | $43,858 | $54,710 | $452,104 | | | 2022 | $265,000 | $61,900 | $75,287 | $40,206 | $442,393 | | Ruth McCloud Chief Operating Officer | 2023 | $270,000 | $73,736 | $42,621 | $38,263 | $424,620 | | | 2022 | $260,000 | $52,700 | $73,736 | $26,270 | $412,706 |
Summary Compensation Table
| (1) This column reports the grant date fair value of restricted stock granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 17 to our consolidated financial statements, Stock-Based Compensation. |
Summary Compensation Table
| (2) The amounts shown represent the cash incentive compensation awards earned by each NEO under the Bank’s Incentive Plan for Management (“Incentive Plan”), based on the objective criteria established by the Board at the beginning of each year. The Company’s achievement of such objective criteria is determined by the Board’s compensation and benefits committee (“Compensation Committee”). The Compensation Committee evaluates the performance results at the beginning of the following year and approves the amounts of bonuses to be paid. |
Summary Compensation Table
| (3) Includes amounts paid by the Company to the 401(k) account of the NEO and allocations under the City First Bank, National Association Employee Stock Ownership Plan. Also includes perquisites and other benefits consisting of automobile and telephone allowances, health benefits and life insurance premiums. |
Summary Compensation Table
| (4) Ms. Battey retired on May 24, 2024. |
Summary Compensation Table
Employment Agreements Brian Argrett The Company and Mr. Argrett are parties to an employment agreement effective November 17, 2021 (the “Employment Agreement”), providing for Mr. Argrett’s continued service as the Company’s President and Chief Executive Officer and a member of the Board and the board of directors of the Bank. The Employment Agreement has a five-year term beginning on April 1, 2021, subject to annual one-year automatic extensions thereafter unless the Company or Mr. Argrett provides at least 90-days’ prior written notice. Under the agreement, Mr. Argrett was entitled to a base salary of $520,000 per year for the 2021 calendar year, which increased to $550,000 effective January 1, 2022, and $577,500 effective January 1, 2023, which may be further increased but not decreased (other than in connection with an across-the-board reduction in salary applicable to other executive officers) in the Board’s discretion. Mr. Argrett’s target bonus is equal to 30% of his base salary based on the degree of achievement of specified business plan objectives as evaluated annually by the Compensation Committee. No bonus will be paid if the degree of achievement of the business plan objectives is less than 80%. The cash bonus will range from 24% of base salary if the degree of achievement of the business plan objectives is 80% up to a maximum of 37.5% of base salary if the degree of achievement of the business plan objectives is 125% or more. Mr. Argrett is eligible for annual opportunities to receive grants of restricted stock, with the grant date value determined by the Compensation Committee based on the degree of achievement of specified performance metrics determined by the Company. The target grant date value of such grants for each year is 40% of base salary. No equity grants will be made if the degree of achievement of specified business plan objectives is less than 80%, and the grants will range in grant date value from 32% of base salary if the degree of achievement of the business plan objectives is 80% up to a maximum of 50% of base salary if the degree of achievement of the business plan objectives is 125% or more. All such awards will vest as to 33% on the first anniversary of grant, with the remainder vesting in equal monthly installments over the following 24 months, or in full in the event of Mr. Argrett’s death, disability, termination for Good Reason, or termination by the Company without Cause. “Cause” includes Mr. Argrett’s failure to substantially perform duties or material breach of the Employment Agreement or Company policy by Mr. Argrett (each after a permitted cure period); willful violation of law or regulation; conviction of a felony and certain other events of a comparable nature. “Good Reason” includes the demotion of Mr. Argrett or reduction of his authority or responsibilities; reduction of his salary (other than a reduction described above); failure to reelect him to the Board or the board of directors of the Bank; relocation of his current primary work location by more than 20 miles; or the Company’s material breach of the Employment Agreement (after a permitted cure period). Under the Employment Agreement, Mr. Argrett is entitled to: (i) vacation of 30 days annually, with right to carry over up to 15 days of vacation; (ii) automobile allowance of $1,500 per month; (iii) medical, dental, life and long-term disability insurance, and other benefit programs provided to other senior executives of the Company; (iv) 401(k) plan participation with current Company matching contribution policy; and (v) social club dues in accordance with Company policy. Mr. Argrett would be entitled to receive the following severance payments upon termination of his employment by the Company without Cause, by Mr. Argrett for Good Reason, or due to Disability. “Disability” under the agreement means that either (A) Mr. Argrett is deemed disabled for purposes of any group or individual long-term disability policy maintained by the Company that covers Mr. Argrett, or (B) in the good faith judgment of the Board, Mr. Argrett is substantially unable to perform his duties under the Employment Agreement for more than one hundred twenty (120) days, whether or not consecutive, in any twelve (12) -month period, by reason of a physical or mental illness or injury. Such payments would include the amount of any earned but unpaid bonus for services rendered by Mr. Argrett during the previous calendar year, plus 36 months of the base salary and other benefits summarized above (to the extent permitted under the applicable benefit plans) payable over that period in accordance with the Company’s normal payroll practices. If Mr. Argrett’s employment is terminated by the Company upon his death or due to Disability, Mr. Argrett will also receive any earned but unpaid bonus for services rendered during the calendar year of termination, provided that he was employed by the Company for at least six months during the calendar year of termination. If he is employed by the Company for less than the full calendar year in which the termination occurs, the bonus will be prorated based on the ratio of the number of days he is employed during the calendar year to 365 days. Payment of the severance payment is conditioned on the execution of a release of claims against the Company. If Mr. Argrett’s employment is terminated by the Company without Cause or by Mr. Argrett for Good Reason within two years after a Change in Control (as defined in the Employment Agreement), he will be entitled to receive the discounted present value of the severance in a lump sum payable within 10 days after a release of claims against the Company becomes effective. The Employment Agreement also contains customary prohibitions against solicitation of customers and employees and prohibitions against disclosure of confidential information of the Company. The Employment Agreement replaced in its entirety the prior employment agreement, dated December 29, 2017, by and among the Bank, CFBanc Corporation, and Mr. Argrett that was assumed by the Company in connection with the Merger. Brenda Battey and Ruth McCloud Each of Brenda Battey and Ruth McCloud serve in their respective positions pursuant to employment agreements (the “Executive Employment Agreements”) entered into with the Company and the Bank effective in May 2017 and subsequently amended in certain respects. The Executive Employment Agreements provided for an initial term of employment of three years, subject to annual one-year extensions by mutual agreement of the parties. The Executive Employment Agreements provide for the payment of an annual base salary, which is currently $278,250 for Ms. Battey, and $270,000 for Ms. McCloud, which are subject to annual review and possible increase by the Board. The Executive Employment Agreements also provide for participation in the Bank’s Employee Stock Ownership Plan, eligibility to receive equity-based awards pursuant to the Company’s 2018 Long-Term Incentive Plan of such types and in such amounts as are determined by the Board, and eligibility to participate in all employee benefit plans applicable to senior executive officers, including the Bank’s Incentive Plan, the Company’s 401(k) plan (with continuation of the Company’s employee contribution matching policy as of the effective date of the employment agreements), and medical, dental, life and long-term disability programs.
Summary Compensation Table
Each Executive Employment Agreement may be terminated by the Company with or without Cause (including failure by the Company to request an annual extension of an agreement’s term) and following the Merger may be terminated by the executive for any reason and will also terminate in the event of the death or Disability (as defined in the Executive Employment Agreement) of the executive. “Cause” is defined in each Executive Employment Agreement to include the executive’s failure substantially to perform her duties, or material breach by her of her employment agreement or any material written policy of the Company, in each case if not cured within 30 days after notice from the Board requiring such cure; willful violation of any law, rule or regulation (excluding traffic violations and similar offenses); entry of a final regulatory cease and desist order against her; and other offenses involving fraud, moral turpitude, or dishonesty involving personal profit. In the event of any termination of employment by the Company of the executive’s employment (excluding a termination of employment for Cause), or any termination by the executive, the executive would be entitled to receive all amounts accrued for payment to her to the date of termination and not previously paid, including base salary, unreimbursed business expenses, vested amounts under the Company’s 401(k) Plan and other employee benefit plans (collectively, the “Accrued Obligations”). The executive would also be entitled to continue to receive an amount equal to her monthly base salary for a specified period (the “Severance Period”) and would continue during the Severance Period to be entitled to receive her automobile allowance and payment by the Company of her life, long-term disability, medical and dental insurance premiums provided for in her employment agreement (such payments during the Severance Period being collectively referred to as the “Severance Payments”). The Severance Periods specified in the Executive Employment Agreements are 24 months for Ms. Battey, and 18 months for Ms. McCloud. In the event of termination of employment for Cause or due to death, the executive’s estate would only be entitled to receive payment of the Accrued Obligations. Each Executive Employment Agreement provides that if the executive’s employment is terminated by the Company without Cause, or by the executive for any reason, within two years after a Change in Control of the Company has occurred, she will be entitled to receive a single lump sum payment equal to the present value of the Severance Payments described above, subject to execution of a general release. The present value of the Severance Payments would be calculated using the Applicable Federal Rate published by the Internal Revenue Service from time to time. “Change in Control” is defined in each Executive Employment Agreement to include: events that would be required to be reported as such pursuant to the Exchange Act or federal banking laws and regulations; any person or entity acquiring beneficial ownership of 50% or more of the Company’s outstanding securities; and changes in the composition of the Board that result, with certain exceptions, in directors who were members of the board as of the effective date of the employment agreements ceasing to constitute a majority of the Board. Each Executive Employment Agreement contains post-employment non-solicitation provisions pursuant to which, for a period of twelve months following termination the executive is prohibited from (i) attempting to influence any customer of the Company or the Bank to discontinue use of the Company’s or the Bank’s services, or (ii) attempting to disrupt the relationship between the Company or the Bank and any of their respective employees, customers or other persons having specified relationships with the Company or the Bank.
Grants of Plan-Based Awards in 2023 and 2022
Grants of Plan-Based Awards in 2023 and 2022 During 2023, a restricted stock award totaling 32,126 Class A shares was granted to Mr. Argrett under the Amended and Restated 2018 Long Term Incentive Plan. During 2022, a restricted stock award totaling 17,156 Class A shares was granted to Mr. Argrett under the 2018 Long Term Incentive Plan. During 2023, restricted stock awards totaling 8,795 and 8,614 shares were granted to each of Ms. Battey and Ms. McCloud, respectively, under the Amended and Restated 2018 Long Term Incentive Plan. During 2022, restricted stock awards totaling 5,057 and 4,305 shares were granted to each of Ms. Battey and Ms. McCloud, respectively, under the 2018 Long Term Incentive Plan.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by each NEO as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | Restricted Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable)(1) | Option Exercise Price ($)(2) | Option Expiration Date(3) | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($) | | Brian E. Argrett | — | — | — | — | 43,562(4) | $295,786 | | Brenda J. Battey | 18,750 | — | 12.96 | 02/24/2026 | 12,841(5) | $87,190 | | Ruth McCloud | 12,500 | — | 12.96 | 02/24/2026 | 12,058(5) | $81,874 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Options became fully vested on February 24, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Based upon the fair market value of a share of Company common stock on the date of grant. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Terms of outstanding stock options are for a period of ten years from the date the option is granted. |
Outstanding Equity Awards at Fiscal Year-End
| (4) 5,718 of these shares vested in March of 2024 and 5,718 will vest in March of 2025 based on the grant date of March 16, 2022. The remainder of 32,126 shares vest 33.3% in three equal installments on each of the three succeeding anniversaries of the grant date of June 21, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (5) 4,046 of the shares for Ms. Battey and 3,444 of the shares for Ms. McCloud vest in four equal annual installments on each of March 16, 2024, 2025, 2026 and 2027, and 8,795 of the shares for Ms. Battey and 8,614 of the shares for Ms. McCloud vest in five equal annual installments on each of the five succeeding anniversaries of the grant date of June 21, 2023. Ms. Battey retired on May 24, 2024. |
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company.
Pay Versus Performance
| Year (a) | Summary Compensation Table Total for PEO (Argrett)(1) (b) | Summary Compensation Table Total for PEO (Bradshaw)(1) (b) | Compensation Actually Paid to PEO (Argrett)(2) (c) | Compensation Actually Paid to PEO (Bradshaw)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs(4) (e) | Value of Initial Fixed $100 Investment Based On Total Stockholder Return(5) (f) | Net Income(6) (g) | | 2023 | $1,043,259 | — | $973,015 | — | $438,362 | $418,349 | $46 | $4,514,000 | | 2022 | $1,032,713 | — | $961,340 | — | $427,550 | $408,075 | $55 | $5,636,000 | | 2021 | $905,234 | $358,623 | $905,234 | $839,602 | $338,637 | $450,978 | $125 | $(4,050,000) |
Pay Versus Performance
| (1) The dollar amounts reported in columns (b) are the amounts reported for Mr. Argrett (the Company’s Chief Executive Officer, effective April 1, 2021) and Mr. Bradshaw (the Company’s Chief Executive Officer prior to Mr. Argrett) for each of the corresponding years in the “Total” column of our Summary Compensation Table. |
Pay Versus Performance
| (2) The dollar amounts reported in columns (c) represent the amount of “compensation actually paid” to Messrs. Argrett and Bradshaw, as applicable, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by our CEO or former CEO. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance
| Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | | | | Argrett | Argrett | Argrett | Bradshaw | | Summary Compensation Table Total | $1,043,259 | $1,032,713 | $905,234 | $358,623 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $(275,000) | $(210,000) | $(200,000) | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $218,136 | $138,627 | — | — | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | $200,000 | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(14,752) | — | — | — | | Plus (less), change in fair value from prior year end to vesting date of equity awards granted in prior years that vested in the year | $1,372 | — | — | $480,979 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | — | — | | Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | — | — | — | — | | Compensation Actually Paid to PEO | $973,015 | $961,340 | $905,234 | $839,602 |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (i) for 2023 and 2022, Ms. Battey and Ms. McCloud; and (ii) for 2021, Ms. Battey, Mr. Bellefeuille (subsequently retired), and Ms. McCloud. |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEOs), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
Pay Versus Performance
| Average Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total | $438,362 | $427,550 | $338,637 | | Less, average value of Stock Awards reported in Summary Compensation Table | $(74,511) | $(57,300) | — | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $59,104 | $37,825 | — | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | — | — | — | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | $(4,831) | — | — | | Plus (less), average change in fair value from prior year end to vesting date of equity awards granted in prior years that vested in the year | $225 | — | $112,341 | | Less, average prior year-end fair value for any equity awards forfeited in the year | — | — | — | | Plus, average dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year | — | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | $418,349 | $408,075 | $450,978 |
Pay Versus Performance
| (5) Total Stockholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period, and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2020. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Description of Certain Relationships between Information Presented in the Pay versus Performance Table
Description of Certain Relationships between Information Presented in the Pay versus Performance Table While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR Compensation Actually Paid and Net Income
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Effective January 1, 2022, the non-employee directors of the Company are entitled to a quarterly fee of $12,500 (“Board Service Retainer”). In addition, outside directors who serve as Chair of one or more committees receive an additional quarterly fee of $1,500 (“Committee Chair Service Retainer”). In lieu of the Board Service Retainer payments, any outside director who serves as Lead Independent Director receives a quarterly fee of $14,000, and any outside director who serves as Chair of the Board receives a quarterly fee of $15,000. In addition, each calendar year the Company issues $12,000 in unrestricted stock to each outside director for service during such year. Members of the Board do not receive separate compensation for their service on the board of directors of the Bank. The following table summarizes the compensation paid to non-employee directors for the year ended December 31, 2023.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Wayne-Kent A. Bradshaw | $58,500 | $12,000 | $70,500 | | Robert C. Davidson | $56,000 | $12,000 | $68,000 | | Mary Ann Donovan | $50,000 | $12,000 | $62,000 | | John Driver | $50,000 | $12,000 | $62,000 | | Marie C. Johns | $62,000 | $12,000 | $74,000 | | William A. Longbrake | $56,000 | $12,000 | $68,000 | | David J. McGrady | $56,000 | $12,000 | $68,000 | | Dutch C. Ross III | $56,000 | $12,000 | $68,000 |
DIRECTOR COMPENSATION
| (1) Includes payments of annual retainer fees, and retainer fees paid to chairs of Board committees. |
DIRECTOR COMPENSATION
| (2) The amounts shown reflect the aggregate fair value of stock awards on the grant date, as determined in accordance with FASB ASC Topic 718. For each director, the number of shares of Common Stock was determined by dividing the grant date value of the award, $12,000, by $10.40, the closing price of the Company’s Common Stock on February 21, 2023, the date of grant (adjusted for the reverse stock split on October 31, 2023). As of December 31, 2023, none of the directors held any outstanding equity awards. |