DEF 14A of Broadway Financial Corp \de\
Filed Apr 30, 2026 · FY20250001140361-26-018278
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, Brian E. Argrett, Mary Ann Donovan, and Mary M. Hentges 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 March 31 2026 | Director Since | Current Term Expires | Positions Currently Held with the Company and the Bank | | NOMINEES: | | | | | | Brian E. Argrett | 63 | 2011* | 2026 | Chair of the Board, President and Chief Executive Officer | | Mary Ann Donovan | 62 | 2020* | 2026 | Director | | Mary M. Hentges(1) | 67 | 2025 | 2026 | Director | | CONTINUING DIRECTORS: | | | | | | Wayne-Kent A. Bradshaw | 79 | 2012 | 2027 | Director, Vice Chair | | Robert C. Davidson, Jr. | 80 | 2003 | 2028 | Director | | John M. Driver | 61 | 2022 | 2028 | Lead Independent Director(2) | | Marie C. Johns | 74 | 2014* | 2027 | Director | | David J. McGrady | 70 | 1997* | 2027 | Director | | Dutch C. Ross III | 79 | 2016 | 2028 | Director |
Information Concerning Nominees and Directors
| * Including service as a director of CFBanc prior to the Merger. |
Information Concerning Nominees and Directors
| (1) Ms. Hentges was elected to the Board in March 2025 to fill a vacancy, and complete the term of Dr. William A. Longbrake, whose service as director ended upon his retirement from the Board on June 30, 2025. Ms. Hentges was recommended by the Corporate Governance Committee by a third-party search firm. The primary functions served by the search firm included identifying and evaluating potential director nominees who possess the background, skills, and experience necessary to contribute to an effective Board. |
Information Concerning Nominees and Directors
| (2) On April 22, 2026, Mr. Driver was appointed as the Board’s Lead Independent Director, succeeding Ms. Johns, who served as the former Lead Independent Director for five years. |
THE BOARD UNANIMOUSLY RECOMMENDS
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ABOVE NOMINEES. The following is a brief description of the business experience of the nominees and continuing directors and their respective directorships, if any, with other public companies that are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also set forth below for each nominee and continuing director is a description of the specific experience, qualifications, attributes, or skills that led to the Board’s conclusion that such person should serve as a director of the Company. Director Nominees Brian E. Argrett was Director, President and Chief Executive Officer of CFBanc and its wholly owned banking subsidiary from 2011 until the completion of the Merger, at which time he became Vice Chair, President and Chief Executive Officer of both the Company and the Bank. Effective April 1, 2023, he became Chair of the Company and the Bank. Formerly, Mr. Argrett was founder and managing partner of both Fulcrum Capital Group, an investment manager, and Fulcrum Capital Partners, L.P., an institutionally-backed private equity limited partnership. He also served as President, Chief Executive Officer, and director of Fulcrum Venture Capital Corporation, a federally licensed and regulated Small Business Investment Company. Prior to joining the Fulcrum entities, Mr. Argrett was an attorney with the real estate law firm of Pircher, Nichols & Meeks in Los Angeles, California. Mr. Argrett has served as chair, been a member, or held observer rights on numerous Fulcrum portfolio company boards, as well as having served on the boards of directors of other financial industry companies. Mr. Argrett was a presidential appointee to the Community Development Advisory Board of the U.S. Treasury Department under the Obama administration. Mr. Argrett has held leadership positions at the National Association of Investment Companies and the National Conference for Community and Justice and has been an elder at the Knox Presbyterian Church. Mr. Argrett is a current member and former Chairman of the Board of Directors of City First Enterprises, which is a bank holding company that holds equity in the Company. Mr. Argrett serves on the Board of Directors of IntraFi Network and the California Bankers Association. Mr. Argrett is a past Chairman and continues to serve on the Board of Directors of the Community Development Bankers Association. He also serves as a member of the Global Alliance on Banking on Values and is a member of the Board of the Expanding Black Business Credit Initiative. Mr. Argrett served as a director of the Board of Directors of the Federal Home Loan Bank of Atlanta from 2016 through December 2021, during which time he served as the Vice Chair of the Board, Chair of its Enterprise Risk and Operations Committee, as well as a member of its Finance Committee and its Audit and Compliance Committee. Mr. Argrett is a member of The Economic Club of Washington, D.C., the Federal City Council, and the Leadership Greater Washington Class of 2014. In addition, Mr. Argrett is a 2014 recipient of the Washington Business Journal Minority Business Leader Award. Mr. Argrett holds J.D. and M.B.A. degrees from the University of California, Berkeley, and a bachelor’s degree from the McIntire School of Commerce at the University of Virginia. Mr. Argrett’s extensive experience in the financial services and banking industries, public and private company board experience, knowledge and experience in the Washington D.C. and Southern California markets, and knowledge of the Bank’s business, history, organization, and mission, and executive management experience qualify him to serve on the Board and as its Chair. Mary Ann Donovan has served as President and Chief Executive Officer of Raza Development Fund, a Latino-led and focused Community Development Financial Institution, since August 2022. Prior positions held by Ms. Donovan include Chief Operating Officer of Local Initiatives Support Corporation, Director of the United States Department of the Treasury’s Community Development Financial Institutions (“CDFI”) Fund, CEO of CoMetrics, Inc. (a social enterprise that provides affordable business intelligence tools to small businesses and nonprofit entities), Senior Policy Advisor to the White House from 2012 to 2013, working collaboratively with the Office of Social Innovation and the Council on Environmental Quality, and Chief Operating Officer of Capital Impact Partners, a certified CDFI. Ms. Donovan has been a thought leader and a board member of many of the highest performing organizations in the community development sector. Ms. Donovan has been a Senior Fellow at the Center for Community Investment. She has published papers and articles for the National Academy for Public Administration, the Federal Reserve Bank of San Francisco, the Federal Reserve Bank of Boston, Forbes, the Skoll World Forum on Social Entrepreneurship, and the Milken Review. Ms. Donovan has a B.A. degree in Economics from Allegheny College and an M.B.A. degree from the University of Maryland. Prior to the completion of the Merger, Ms. Donovan was a director of CFBanc, and was appointed to be a director of the Company upon completion of the Merger. Ms. Donovan’s operational experience, federal government public service, and community development knowledge and expertise, as well as her experience with corporate governance, marketing, and business development matters, all qualify her to serve on the Board. Mary M. Hentges joined the Board in March 2025. Ms. Hentges currently serves on the boards of Upstart Holdings, Inc., as Director, Arizona State University Foundation for a New American University, as Director, and Kaiser Permanente Bernard J. Tyson School of Medicine as Director. Ms. Hentges formerly served on the board of Akili, Inc. until their sale in July 2024. Ms. Hentges formerly served in operating roles including the following. Advising Chief Financial Officer of Noom, Inc. (through KongBasile), a digital health company, from 2022 to 2023; Interim Chief Financial Officer of SoundThinking, Inc. (formerly ShotSpotter), a public safety technology company, from 2020 to 2021; Chief Financial Officer and Executive Vice President of YapStone, Inc. from 2012 to 2014; Chief Financial Officer of CBS Interactive from 2010 to 2012; Chief Financial Officer and Vice President of PayPal, Inc. from 2003 to 2010; Assistant Corporate Controller of Agilent Technologies from 1999 to 2003; Finance Director at HP, Inc from 1994 to 1999; Audit Senior Manager at PWC from 1991 to 1994; Senior Manager at EY from 1981 to 1991. Ms. Hentges received her undergraduate degree in Accounting from Arizona State University and was certified as a public accountant in Arizona (now inactive). Ms. Hentges has over 30 years of leadership experience allocating capital, developing strategy, and leading global finance and administrative teams of small to large multi-national complex regulated corporations, and was a CFO for over 20 years. Ms. Hentges’ experience and expertise qualify her to serve on the Board. Continuing Directors
THE BOARD UNANIMOUSLY RECOMMENDS
Wayne-Kent A. Bradshaw was President and Chief Executive Officer of the Company and Broadway Federal Bank until the Merger of the Company with CFBanc, whereupon he became Chair of the Board of the Company and City First Bank, National Association. He relinquished his position as Chair of the Company in March 2023 and became Vice Chair effective April 1, 2023. Mr. Bradshaw joined the Company in February of 2009 as President and Chief Operating Officer and was appointed Chief Executive Officer in January 2012. He was elected to serve as a director of both the Company and Broadway Federal Bank in September 2012. Prior to joining the Company, Mr. Bradshaw was the Regional President for Community and External Affairs of Washington Mutual Bank from 2003 to 2009. He was President and Chief Executive Officer of Los Angeles-based Family Savings Bank from 1989 until 2002 and Chief Deputy Superintendent for the California State Banking Department from 1981 to 1983. Mr. Bradshaw has served on many community and educational boards. He most recently served on the boards of directors of California State University Northridge, Northridge Hospital Medical Center, California Community Reinvestment Corporation, the Western Bankers Association, the Federal Reserve Bank of San Francisco – Los Angeles Branch, and Louisville High School. Mr. Bradshaw has over 50 years of experience in financial management and banking. He has the proven ability to plan and implement programs that optimize opportunities to accelerate profitable growth in highly competitive environments. Mr. Bradshaw has extensive experience in community banking, commercial banking, and as a bank regulator, and his knowledge and experience qualify him to serve on the Board and as its Vice Chair. Robert C. Davidson, Jr. served, until his retirement in 2007, in the position of Chairman and Chief Executive Officer of Surface Protection Industries, a paint and specialty coatings manufacturing company he founded in 1978, that became one of the leading African American-owned manufacturing companies in the United States and the largest in California. Previously, from 1972 to 1974, he co-founded and served as Vice President of Urban National Corporation, a private venture capital corporation that was focused specifically on investing in minority-controlled businesses. Mr. Davidson currently also serves on the boards of directors of Smithsonian American Art Museum (Chairman), Morehouse College (Chairman Emeritus), Art Center College of Design (Chairman Emeritus), Cedars-Sinai Medical Center (Lifetime Member), and the University of Chicago Graduate School of Business Advisory Council. Mr. Davidson has extensive entrepreneurial experience in developing and managing small and medium-sized businesses. He has hands-on experience in marketing and sales, human resources and strategic planning and implementation. He has a long history with, and extensive knowledge of the Company and of the markets and communities in which it operates. We believe that this history, knowledge, and overall experience qualify him to serve on the Board. John M. Driver is a CEO and award-winning Independent Director with broad boardroom and executive leadership experience spanning technology, financial services, and energy. He brings expertise in corporate strategy, innovation, global P&L management, M&A, international operations, risk oversight, audit and finance, digital transformation, and AI/cybersecurity governance. He has been CEO of Lynx Technology, a smart home Internet-of-Things and digital media software company he founded through a management buyout from an NTT DOCOMO subsidiary. Under his leadership, Lynx evolved into a profitable global platform. He previously served as COO and CMO of PacketVideo, managing global operations across the U.S., Europe, and Asia, and held senior roles at Serena Software and Sun Microsystems. Mr. Driver is an Independent Director at Broadway Financial Corporation and City First Bank (NASDAQ: BYFC), where he chairs the Risk & Compliance Committee and serves on the Audit and Compensation Committees, and previously the Corporate Governance Committee. He was formerly an Independent Director at Vital Energy, Inc. (NYSE: VTLE), serving on the Audit, Compensation and Finance Committees. As Finance Committee member, he provided oversight of an over $3 billion public-to-public merger with Crescent Energy (NYSE: CRGY). He is President of the NACD Pacific Southwest Chapter, Chair of the Board of 50/50 Women on Boards, a Trustee of the Fleet Science Center, and mentors aspiring directors through the Black Corporate Board Readiness Program and the Corporate Directors Forum’s Avenue to the Boardroom. He holds NACD Directorship and Cybersecurity Oversight Certifications and has completed OCC bank board training. He is a frequent speaker on corporate governance matters. Mr. Driver is a recipient of a Director of the Year Award by the Corporate Directors Forum, a Directors to Watch Award by Directors & Boards Magazine and a Stanford Governor’s Award for leadership and service from Stanford University. He holds a B.S. in Industrial Engineering from Stanford University and an MBA from the Tuck School of Business at Dartmouth College. Mr. Driver has expertise in corporate governance, strategy, finance, acquisitions, international operations; enterprise, consumer, and mobile application software; enterprise computer systems and services, Internet-of-Things, global sales and marketing strategy, developing and patenting award-winning technologies. Mr. Driver’s knowledge and experience qualify him to serve on the Board as our Lead Independent Director. Marie C. Johns has over 40 years of experience as a leader in business, civic, and government service. Ms. Johns focuses on community service in the areas of education and economic development. She served as President of Verizon Washington and was nominated by President Barack Obama to serve as Deputy Administrator of the U.S. Small Business Administration (“SBA”). In 2011, under Ms. Johns’ leadership and initiatives, the SBA lent more than $30 billion to more than 60,000 small businesses, a record in the history of the SBA. Over 10 years ago, Ms. Johns founded L&L Consulting, LLC (now PPC-Leftwich LLC), an organizational effectiveness and public policy consulting practice, which is based in Washington, D.C. and where she continues to serve as CEO. Ms. Johns has served on several boards of directors, including the Federal City Council, the Economic Club of Washington, D.C., the Washington, D.C. Chamber of Commerce, WLR Foods (a poultry producer), Kaiser Permanente of the Mid-Atlantic Region, Hager Sharp (a communications and marketing firm), Document Systems Inc. (a document imaging and storage firm) and Harvest Bank of Maryland. Ms. Johns served as a Trustee of Howard University for over 20 years and in recognition of her dedicated service, she was named Trustee Emerita upon her retirement. Ms. Johns is a member of the Washington DC Hall of Fame, the Greater Washington, D.C. Business Hall of Fame, one of the Greater Washington Board of Trade’s “Leaders of the Year” and the recipient of over 100 awards from different organizations for her community service. Ms. Johns received her B.S. and M.P.A. degrees from the O’Neill School of Public and Environmental Affairs at Indiana University where she served as a founding member of the Dean’s Council and as a Board member for the Tobias Center for Leadership Excellence. In 2021 Ms. Johns was awarded the IU Distinguished Alumni Service Award, the highest accolade reserved solely for alumni. Ms. Johns also chairs the District of Columbia Judicial Nomination Commission. Prior to the Merger, Ms. Johns served as a Director of CFBanc since 2014 and as Chair of the Board of CFBanc since 2018. Ms. Johns previously served as the Lead Independent Director of the Company for five years from 2021 to 2026.
THE BOARD UNANIMOUSLY RECOMMENDS
Ms. Johns has over 40 years of executive management experience in the public and corporate sectors. She has served on a variety of private company and not-for-profit boards and her expertise in governance, regulatory issues, business development, and the Washington D.C. market qualify her to serve on the Board. Dutch C. Ross III is the former President and Chief Executive Officer of Economic Resources Corporation (“ERC”), a non-profit corporation with a mission of promoting economic development and job creation in underserved communities. Mr. Ross served in that capacity from 1996 until his retirement in August 2020. Prior to joining ERC, Mr. Ross held a variety of managerial, financial, and planning positions in the corporate headquarters, divisional, and subsidiary operations of Atlantic Richfield Company (“ARCO”) from January 1975 to December 1995. From 1971 to 1975, Mr. Ross was employed in financial analysis positions with The Wickes Corporation. Mr. Ross has been active in a number of community organizations in the Los Angeles area that are devoted to building stronger communities and has served on the board of directors of several such organizations, including Genesis L.A. Economic Growth Corporation, where he currently serves on the Audit and Finance Committees. He has served on the Board since 2016. Mr. Ross received his B.S. degree in Industrial Economics and a Masters in Industrial Management from Purdue University. Mr. Ross is a financial executive with fifty years of experience with Fortune 500 companies and non-profit economic development organizations and has extensive knowledge of the Company. Mr. Ross’ knowledge and experience qualifies him to serve on the Board. David J. McGrady is a consultant specializing in community development issues and is a nationally recognized expert on the New Markets Tax Credit program. He has been a key advisor on more than 30 successful New Markets Tax Credit applications, with allocations totaling more than $1.7 billion, and has assisted those recipients in developing and implementing capitalization and deployment plans in their respective markets. He also advises banks, investors, foundations, municipalities and CDFIs, on a range of issues, including corporate structure and governance, capitalization, market and risk assessment, product development, underwriting loans and investments, portfolio management, and tax credit programs. Mr. McGrady was Director of Commercial Programs for the Center for Community Self-Help in Durham, North Carolina. Under his leadership, the Center for Community Self-Help originated over 1,300 higher risk business loans totaling more than $80 million. He is also a director of City First Enterprises, which is the bank holding company of the Company, chair of City First Enterprises’ Directors Loan Committee and a member of Calvert Impact Capital’s Investment Committee. Mr. McGrady received his bachelor’s degree from King University and law degree from Harvard University. Prior to the completion of the Merger, Mr. McGrady, served as a Director on the Board of CFBanc since 1998, and was appointed to be a director of the Company upon completion of the Merger. Mr. McGrady’s experience in corporate governance and community development matters and legal expertise, as well as his background in finance and the real estate, mortgage, and tax credit industries, qualify him to serve on the Board.
Identifying and Evaluating Nominees for Director
Identifying and Evaluating Nominees for Director The Company’s Corporate Governance Committee is charged with the responsibility 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.
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 | 2025 | $594,825 | $154,491 | $115,770 | $60,937 | $926,022 | | | 2024 | $577,500 | $153,171 | $115,869 | $61,924 | $908,464 | | John Allen Chief Banking Officer | 2025 | $310,000 | $49,998 | $— | $20,120 | $380,118 | | Zakariya Ibrahim, Chief Financial Officer | 2025 | $349,554 | $58,570 | $58,574 | $44,000 | $510,698 | | | 2024 | $248,504 | $174,997 | $— | $28,092 | $451,593 |
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 15 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 and Benefits Committee”). The Compensation and Benefits 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 social club dues, automobile and telephone allowances, health benefits and life insurance premiums. |
Summary Compensation Table
Employment Agreements We are not party to an employment agreement with Mr. Ibrahim or Mr. Allen. Below is a description of the employment agreements in effect during 2025 with Mr. Argrett. Brian Argrett The Company and Mr. Argrett are parties to an employment agreement effective November 17, 2021 (the “Argrett 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 Argrett 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 is entitled to an annual base salary, which was most recently set at $594,825 effective January 1, 2025 and 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 and Benefits 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 and Benefits 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 Argrett 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 Argrett Employment Agreement (after a permitted cure period). Under the Argrett 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, including dues currently paid by the Company of $1,500 per month. 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 Argrett 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 Argrett 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 Argrett Employment Agreement also contains customary prohibitions against solicitation of customers and employees and prohibitions against disclosure of confidential information of the Company.
Grants of Plan-Based Awards in 2025 and 2024
Grants of Plan-Based Awards in 2025 and 2024 During 2025, a restricted stock award totaling 21,368 Class A shares was granted to Mr. Argrett under the Amended and Restated 2018 Long Term Incentive Plan. During 2024, a restricted stock award totaling 25,743 Class A shares was granted to Mr. Argrett under the Amended and Restated 2018 Long Term Incentive Plan. During 2025, restricted stock awards totaling 8,813 and 8,101 shares were granted to each of Mr. Allen and Mr. Ibrahim, respectively, under the Amended and Restated 2018 Long Term Incentive Plan. During 2024, restricted stock awards totaling 31,645 shares were granted to Mr. Ibrahim under the Amended and Restated 2018 Long Term Incentive Plan. There were no grants of restricted stock units or stock options to the NEOs for the years ended December 31, 2025 and 2024.
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, 2025.
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) | Option Exercise Price ($) | Option Expiration Date | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($) | | Brian E. Argrett | — | — | — | — | 49,244(2) | $364,406 | | John Allen | — | — | — | — | 8,813(1) | $60,554 | | Zakariya Ibrahim | — | — | — | — | 29,199(3) | $216,073 |
Outstanding Equity Awards at Fiscal Year-End
| (1) These shares vest in four equal installments on each anniversary of May 28, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) 10,713 of these shares vest on June 21, 2026, 17,163 of these shares vest in two equal annual installments on each anniversary of March 26, 2024 and the remaining 21,368 shares vest in three equal annual installments on each anniversary of March 25, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (3) 21,098 of these shares vest in equal annual installments on each of April 8, 2026 and 2027 for Mr. Ibrahim. The remaining 8,101 of these shares vest in four equal annual installments on each anniversary of March 25, 2025. |
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) | Compensation Actually Paid to PEO (Argrett)(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 (Loss)(6) (g) | | 2025 | $926,022 | $952,315 | $445,408 | $541,721 | $92 | $(24,795,000) | | 2024 | $908,464 | $910,029 | $412,774 | $530,893 | $85 | $1,929,000 | | 2023 | $1,043,259 | $973,015 | $438,362 | $418,349 | $84 | $4,327,000 |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) represent the amount reported for Mr. Argrett (the Company’s Chief Executive Officer) for each of the corresponding years in the “Total” column of our Summary Compensation Table. |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Argrett 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. 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 | 2025 | | | Argrett | | Summary Compensation Table Total | $926,022 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $(154,491) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $158,123 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $15,332 | | 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 | $7,329 | | 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 | $952,315 |
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 PEO) 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 2025, Mr. Ibrahim and Mr. Allen and (ii) for 2023 and 2022, Ms. Battey 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 PEO), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect average “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 | 2025 | | Average Summary Compensation Table Total | $445,408 | | Less, average value of Stock Awards reported in Summary Compensation Table | $(54,284) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | $138,313 | | 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 | $10,280 | | 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 | $2,004 | | 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 | $541,721 |
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, 2022. |
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, during the calendar year the Company issued $21,000 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, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Wayne-Kent A. Bradshaw | $40,500 | $21,000 | $61,500 | | Robert C. Davidson | $42,000 | $21,000 | $63,000 | | Mary Ann Donovan | $39,000 | $21,000 | $60,000 | | John Driver | $39,000 | $21,000 | $60,000 | | Mary M. Hentges | $30,667 | — | $30,667 | | Marie C. Johns | $45,000 | $21,000 | $66,000 | | William A. Longbrake(3) | $28,000 | $21,000 | $49,000 | | David J. McGrady | $42,000 | $21,000 | $63,000 | | Dutch C. Ross III | $42,000 | $21,000 | $63,000 |
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, $21,000, by $7.23, the closing price of the Company’s Common Stock on March 2, 2025, the date of grant. As of December 31, 2025, none of the directors held any outstanding equity awards. |
DIRECTOR COMPENSATION
| (3) Dr. William A. Longbrake retired from the Board effective June 30, 2025. |