UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark one)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2024
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
Commission file number 001-39043
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(323 ) 634-1700
(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which registered:
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(including attached preferred stock purchase rights)
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T during the preceding 12
months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated, a smaller reporting company, or an emerging growth company. See the definition
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Aggregate market value of the voting and non‑voting common stock held by non‑affiliates as of June 30, 2024: $38.1 million.
As of March 21, 2025, 6,022,227 shares of the registrant’s Class A voting common
stock, 1,425,574 shares of the registrant’s Class B non-voting common stock and 1,672,562 shares of the registrant’s Class C non‑voting common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This amendment is being filed by Broadway Financial Corporation (the “Company”) to provide the information required by Part III of Form 10-K because the Company's proxy
statement for the 2025 Annual Meeting of Stockholders will not be filed within 120 days after the end of the Company's 2024 fiscal year. Unless otherwise expressly stated herein, this amendment does not reflect any events occurring after the
filing of the Company's original Annual Report on Form 10-K for the year ended December 31, 2024.
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PART III
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Item 10.
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3 | ||
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Item 11.
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8 | ||
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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15
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PART III
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The Company’s certificate of incorporation provides that the board of directors of the Company (the “Board”) shall be divided into three classes of directors, with the term of one class of
directors to expire each year. The class whose terms expire in 2025, currently consisting of Mr. Robert C. Davidson, Jr., Mr. Dutch C. Ross III, and Mr. John M. Driver, are to be elected at the Company’s 2025 Annual Meeting of Stockholders.
The membership of the Board and the membership of the board of directors of the Company’s wholly-owned banking subsidiary, City First Bank, National Association (the “Bank”) are identical.
Information Concerning Directors
Our Board currently consists of ten members. The following table sets forth the names and information regarding the persons who are currently members of the Board. There are
no family relationships among any of our directors or executive officers.
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Name
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Age as of
March 31,
2025
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Director
Since
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Current
Term
Expires
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Positions Currently Held with the
Company and the Bank
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DIRECTORS
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Wayne-Kent A. Bradshaw
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78
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2012
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2027
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Director, Vice Chair
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Marie C. Johns
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73
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2014*
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2027
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Lead Independent Director
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Brian E. Argrett(1)
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62
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2011*
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2026
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Chair of the Board, President and Chief
Executive Officer
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Mary Ann Donovan
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61
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2020*
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2026
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Director
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Robert C. Davidson, Jr.
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79
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2003
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2025
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Director
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John M. Driver
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60
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2022
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2025
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Director
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Mary Hentges (2)
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66
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2025
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2026
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Director
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William A. Longbrake
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82
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2011*
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2026
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Director
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David J. McGrady
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69
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1997*
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2027
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Director
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Dutch C. Ross III
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78
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2016
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2025
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Director
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Including service as a director of CFBanc Corporation prior to the Merger.
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Mr. Argrett was elected as Chair of the Board, effective April 1, 2023.
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Ms. Hentges was appointed to the Board, effective March 5, 2025.
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Directors
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 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, and the Western Bankers Association. He currently serves on the boards of 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.
Marie C. Johns has over 30 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), a business development, 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 is a Trustee of Howard University where she chairs the Student Life Committee and serves as vice chair of the Governance Committee. Ms. Johns is a member
of 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 currently serves as a member of the Dean’s Council and she formerly served as a Board member for the Tobias Center for Leadership
Excellence. Prior to the Merger Ms. Johns, served as a Director of CFBanc since 2014 and as Chair of the Board of CFBanc since 2018. She was appointed to be the Lead Independent Director of the Company in 2021.
Ms. Johns has over 30 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 as our Lead Independent Director.
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.
Currently, Mr. Argrett serves as 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 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.
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-Elect), Diversity Advisory Board at Toyota Motor North America, 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 the Company operates. We believe that this history, knowledge, and overall experience qualify
him to serve on the Board.
John M. Driver is a technology entrepreneur and innovator with leadership experience in large, public and privately-held
multinational companies and early-stage startups. He has a foundation in software marketing & sales and direct experience in new product launches for first-to-market categories. Navigating complexity, delivering innovation, and creating new
opportunities within the IoT (Internet-of-Things) market are hallmarks of his career. As CEO, he currently leads Lynx Technology, a digital media technology company he founded through a management buyout of the multinational Connected Home
operations of PacketVideo, a subsidiary of NTT DoCoMo. Previously, Mr. Driver served as Chief Operating Officer and Chief Marketing Officer of PacketVideo, co-founder and Chief Executive Officer of JoynIn and in senior marketing leadership
roles for Serena Software and Sun Microsystems.
Mr. Driver is currently an Independent Director at Vital Energy, Inc. (NYSE: VTLE). Additionally, he serves as Chair of the Board of Trustees of the Fleet Science Center in San Diego and is a
former Board Member of the San Diego YMCA Overnight Camps. He is actively involved with Stanford University, serving as former Chair of the Stanford Associates Board of Governors, a guest lecturer for Stanford’s Department of Management Science
and Engineering, is the former President of the Stanford Multicultural Alumni Club of San Diego and a recipient of the Stanford Governor’s Award in recognition of exemplary and long-standing volunteer service. He is NACD Directorship CertifiedTM and earned the NACD Certificate in Cybersecurity Oversight. Mr. Driver earned a B.S. degree in Industrial Engineering from Stanford University and a M.B.A. degree
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
& services, Internet-of-Things, global sales & marketing strategy, developing and patenting award-winning technologies. Mr. Driver’s knowledge and experience qualifies him to serve on the Board.
Mary M. Hentges joined the Board in March 2025. Ms.
Hentges currently serves at Upstart Network, Inc., as Director, Arizona State University Foundation for a New American University, as Director, Upstart Holdings, Inc., as Independent Director from 2019, and Kaiser Permanente Bernard J. Tyson
School of Medicine, as Director. Ms. Hentges also formerly worked at HP, Inc., as Finance Director from 1994 to 1999, Akili, Inc., as Independent Director from 2022 to 2024, CBS Interactive, Inc., as Chief Financial Officer from 2010 to 2012,
Agilent Technologies, Inc., as Assistant Corporate Controller, Ernst & Young LLP, as Senior Manager, PayPal, Inc., as Chief Financial Officer & Vice President from 2003 to 2010, PricewaterhouseCoopers LLP, as Senior Manager-Audit,
YapStone Holdings, Inc., as Chief Financial Officer & Executive Vice President from 2012 to 2014, Yapstone, Inc., as Chief Financial Officer from 2012 to 2014, and SoundThinking, Inc., as Chief Financial Officer from 2020 to 2021. Ms.
Hentges received her undergraduate degree in 1981 from Arizona State University.
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 has been a CFO for over 20 years. Ms. Hentges’ experience and expertise qualify her to serve on the Board.
William A. Longbrake has served as an Executive in Residence at the Robert H. Smith School of Business at the University of Maryland
since June 2009 where he participates in the Center for Financial Policy, the Ed Snider Center and the Smith Enterprise Risk Consortium and writes a monthly economic newsletter for “Brain Trust.” Dr. Longbrake is active in numerous academic,
business, and community service organizations, particularly those involving issues surrounding affordable housing and education. He is a current director of City First Enterprises. Dr. Longbrake is a former Chairman of the Board of Trustees of
the College of Wooster, a residential four-year liberal arts college, and a former Chairman of the Board of HOPE LoanPort, a not-for-profit organization that provided a data management and communications web portal to housing counselors and
home mortgage servicers. Dr. Longbrake is a director of the Boeing Employees Credit Union, President of the Seattle First Foundation, and a member of the Mortgage Markets Committee of the American Bankers Association. Dr. Longbrake was a
Director of First Financial Northwest, a community bank located in Renton, Washington, from 2008-2010; a Director of the Federal Home Loan Bank of Seattle from 2002-2010; a Director of the Washington Financial League from 2002-2010 and a
Director of the Washington State Investment Board from 2010-2023. He taught courses in business administration and finance at the University of Maryland and Seattle University. In 2007 Dr. Longbrake received the Distinguished Alumnus of the
Year award from the Robert H. Smith School of Business of the University of Maryland. Dr. Longbrake began his career in Washington, D.C. where he served in various government positions, including Acting Senior Deputy Comptroller for Policy and
Senior Deputy Comptroller for Resource Management for the Office of the Comptroller of the Currency and financial economist, chief financial officer, and deputy to the Chairman of the FDIC. He earned his B.A. degree in Economics from the
College of Wooster and earned his master’s degree in Monetary Economics and his M.B.A. degree from the University of Wisconsin. He received his Ph.D. degree in finance from the University of Maryland. Prior to the completion of the Merger, Dr.
Longbrake was a director of CFBanc, and was appointed to be a director of the Company upon completion of the Merger.
Dr. Longbrake has extensive experience in finance and investments, macroeconomics and monetary policy, risk management, housing, and public policy. His extensive experience in accounting,
banking, community development, and corporate governance experience, along with his regulatory, finance, and capital markets experience with both public and private companies qualify 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.
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 over 45 years of managerial 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.
EXECUTIVE OFFICERS
The following table sets forth information with respect to current executive officers of the Company and the Bank who are not directors. Except as noted, all references to the Bank refer to
City First Bank, National Association. Officers of the Company and the Bank serve at the discretion of, and are elected annually by, the respective Boards of Directors.
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Name
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Age(1)
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Principal Occupation during the Past Five Years
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Zakariya H. Ibrahim
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48
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Executive Vice President and Chief Financial Officer of the Company since May 2024. Previously Executive Director, Head of Corporate Finance for Texas Capital Bancshares Inc., a U.S. bank holding company,
since April 2022, and Senior Vice President and Director of Finance for TIAA Bank, A U.S. financial services company, from May 2019 until April 2022.
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Elizabeth Sur
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62
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Executive Vice President, General Counsel and Chief Risk Officer of the Company and Bank since May 2024. Previously a Managing Director and Regulatory Intelligence executive at Wells Fargo Bank, a U.S.
financial services company, since 2022 and Managing Director and Head of Regulatory Relations for Barclays Bank, a multinational banking company, from 2018 until 2022
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John Tellenbach
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57
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Executive Vice President, West Commercial Regional Executive of the Company since February 2023. Senior Vice President and Chief Credit Officer of Malaga Bank, a community banking company, beginning in
2015.
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LaShanya Washington
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50
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Executive Vice President, Chief Credit Officer of the Company since April 2023 and Senior Vice President, Deputy Chief Credit Officer since August 2022. Senior Vice President and Senior Credit Officer of
the Bank since April 2022 and Credit Risk Officer since February 2019.
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Sonja S. Wells
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69
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Executive Vice President, East Commercial Regional Executive of the Company, and of the Bank since April 2023. Previously Executive Vice President and Chief Lending Officer of the Bank since January of
2021. Senior Vice President and Interim Chief Lending Officer of the Bank from May 2020 to January 2021 and prior to that Senior Vice President and Relationship Manager of the Bank from July 2015.
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| (1) |
As of March 31, 2025.
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| (2) |
Refers to Broadway Federal until April 1, 2021, the date on which Broadway Federal merged with and into City First, and to City First from and after that date.
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Code of Ethics
We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive, principal financial and principal accounting officers, or persons
performing similar functions. Our Code of Ethics is posted on our website at www.cityfirstbank.com. We intend to disclose future amendments to certain provisions of the Code of Ethics, and waivers of the Code of Ethics granted to
executive officers and directors, on the website within four business days following the date of the amendment or waiver.
Audit Committee and Audit Committee Financial Expert
The Audit Committee consists of Dr. Longbrake (Chair), Ms. Donovan, Mr. Driver, Ms. Hentges, and Ms. Johns. This committee is responsible for the engagement
and oversight of the Company’s independent registered public accounting firm. The Audit Committee, together with the corresponding committee of the Bank’s board of directors, is also responsible for oversight of the internal audit function of
the Company, and assessment of accounting and internal control policies. All the members of the Audit Committee are independent directors as defined under the Nasdaq listing standards. In addition, the Board has determined that Dr. Longbrake’s
experience with accounting principles, financial reporting and evaluation of financial results qualifies him as an “audit committee financial expert,” as defined by the SEC.
| ITEM 11. |
EXECUTIVE COMPENSATION
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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”).
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Name and Principal Position
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Year
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Salary
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Stock
Awards(1)
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Non-Equity
Incentive Plan
Compensation(2)
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All Other
Compensation(3)
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Total
($)
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Brian E. Argrett,
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2024
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$
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577,500
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$
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153,171
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$
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115,869
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$
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40,732
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$
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887,272
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|||||||||
| Chief Executive Officer | 2023 |
$
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577,500
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$
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275,000
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$
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114,883
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$
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75,876
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$
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1,043,259
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Zakariya H. Ibrahim,
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2024
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$
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248,504
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$
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174,997
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$
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-
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$
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28,092
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$
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451,593
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| Chief Financial Officer | ||||||||||||||||||||
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Ruth McCloud,
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2024
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$
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270,000
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$
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42,620
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$
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39,751
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$
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10,250
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$
|
362,621
|
|||||||||
|
Former Chief Operating Officer
|
2023 | $ | 270,000 |
$
|
73,736
|
$
|
46,621
|
$
|
38,263
|
$
|
424,620
|
|||||||||
| (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.
|
| (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.
|
| (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.
|
Employment Agreements
We are not party to an employment agreement with Mr. Ibrahim. Below is a description of the employment agreements in effect during 2024 with each of Mr. Argrett and Ms. McCloud.
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 $577,500 effective January 1, 2023, 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 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 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.
Ruth McCloud
During 2024, Ruth McCloud served as Chief Operating Officer pursuant to an employment agreement (the “McCloud Employment Agreement”) entered into with the Company and the Bank effective in May
2017 and subsequently amended in certain respects. The McCloud 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 McCloud Employment
Agreements provided for the payment of an annual base salary, which was $270,000 for 2023 and 2024. The McCloud Employment Agreements also provided 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.
Ms. McCloud retired effective March 31, 2025.
The McCloud 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.
Incentive Compensation
The Bank’s Incentive Plan is designed to reward management for productivity, high performance, and implementing the business plan and vision of the Bank. The Compensation and
Benefits Committee establishes performance objectives in advance of each year. These performance objectives are derived from the Company’s Strategic Plan, which is reviewed and approved by the Board annually, and typically covers the ensuing
three years. The compensation payable under the Incentive Plan is tied directly to the attainment of the pre-established performance objectives. The Incentive Plan provides for a minimum, target, and maximum incentive opportunity equal to
cash awards of 24%, 30%, and 37.5%, respectively, of base salary for the CEO, and cash awards of 20%, 25%, and 31%, respectively, of base salary for the other senior executive officers, and lower percentages of base salary for other managers.
In order for the Incentive Plan participants to receive any form of payout, a minimum financial threshold of 80% of the Board approved consolidated net earnings for the
Incentive Plan year must be achieved. For each year, the Board establishes specific objectives in the following areas:
| • |
Net Earnings
|
| • |
Capital
|
| • |
Compliance
|
| • |
Net Loan Growth
|
| • |
Asset Quality
|
| • |
Core Deposit Growth
|
At the end of the Incentive Plan year, each goal is assessed, and results calculated. The Compensation Committee, pursuant to the terms of the Incentive Plan, determined that
the pre-established objectives for 2024 and 2023 were achieved at least in part, and those achievements were used by the Committee to determine the payouts for the annual incentive awards for the respective year and the restricted stock
awards that were granted in 2024 and 2023.
Grants of Plan-Based Awards in 2024 and 2023
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 2023, a
restricted stock award totaling 32,126 Class A shares was granted to Mr. Argrett under the 2018 Long Term Incentive Plan.
During 2024, restricted stock awards totaling 31,645 and 7,163 shares were granted to each of Mr. Ibrahim and Ms. McCloud, respectively, under the Amended and Restated 2018
Long Term Incentive Plan. During 2023, restricted stock awards totaling 8,614 shares were granted to Ms. McCloud under the 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, 2024 or 2023.
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, 2024.
|
|
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
|
—
|
—
|
—
|
—
|
52,882 (4)
|
$
|
362,242
|
||||||||||||||||
|
Zakariya Ibrahim
|
— |
—
|
— |
— |
31,645 (5)
|
$
|
216,768
|
||||||||||||||||
|
Ruth McCloud
|
12,500
|
—
|
12.96
|
02/24/2026
|
16,638 (6)
|
$
|
113,970
|
||||||||||||||||
| (1) |
Options became fully vested on February 24, 2021.
|
| (2) |
Based upon the fair market value of a share of Company common stock on the date of grant.
|
| (3) |
Terms of outstanding stock options are for a period of ten years from the date the option is granted.
|
| (4) |
5,935 of these shares vest on March 16, 2025, 10,602 of these shares vest on each of June 21 2025 and 2026, and with respect to the
remaining 25,743 of these shares 33.3% vest on the one year anniversary of the grant date of March 24, 2026, and the remaining 66.6% of these shares vest ratably over the succeeding 24 months after the anniversary date.
|
| (5) |
These shares vest in equal annual installments on each of April 8, 2025, 2026 and 2027 for Mr. Ibrahim.
|
| (6) |
1,722 of these shares vest on March 16, 2025, 861 of these shares vest on March 16, 2026, and 1,723 shares vest on each of March 26, 2025,
2026, 2027 and 2028 and the remaining 7,163 of these shares vest in five equal annual installments on each anniversary of March 26, 2025. Shares that remained unvested were forfeited at the time of retirement.
|
Insider Trading Policy
We have adopted an insider trading policy and related
procedures which govern the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading law, rules and
regulations, and the exchange listing standards applicable to the Company. In addition, from time to time, the Company may engage in transactions in its own securities, including share issuances and repurchases. The Company’s practices with
respect to share issuances and repurchases, which are overseen by the Finance and Legal Departments (and, if appropriate, approved by the Board or appropriate committee), are designed to promote compliance with applicable insider trading and
other securities laws, rules, regulations and listing standards. Transactions pursuant to equity-based compensation arrangements are conducted in accordance with the terms of the plans and agreements.
Anti-Hedging Policy
Our employees, officers, and directors are prohibited from engaging in any kind of hedging transaction that could reduce or limit such person’s holdings, ownership, or
interest in or to any securities of the Company. Prohibited transactions include the purchase of financial instruments such as prepaid variable forward contracts, instruments for short sale or purchase or sale of call or put options, equity
swaps, collars, or units of exchangeable funds, that are designed to, or that may reasonably be expected to, have the effect of hedging or offsetting a decrease in the market value of any securities of the Company.
Clawback Policy
In October of 2023, we adopted a clawback policy intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act.
In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will seek
to recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including our named executive officers, during the prior three fiscal years that exceeds the amount that the executive
otherwise would have received had the incentive-based compensation been determined based on the restated financial statements.
Equity Award Grant Practices
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, 2024.
|
Name
|
Fees Earned
or Paid in Cash(1)
|
Stock
Awards(2)
|
Total
|
|||||||||
|
Wayne-Kent A. Bradshaw
|
$
|
70,000
|
$
|
12,000
|
$
|
82,000
|
||||||
|
Robert C. Davidson
|
$
|
70,000
|
$
|
12,000
|
$
|
82,000
|
||||||
|
Mary Ann Donovan
|
$
|
62,500
|
$
|
12,000
|
$
|
74,500
|
||||||
|
John Driver
|
$
|
62,500
|
$
|
12,000
|
$
|
74,500
|
||||||
|
Marie C. Johns
|
$
|
77,500
|
$
|
12,000
|
$
|
89,500
|
||||||
|
William A. Longbrake
|
$
|
70,000
|
$
|
12,000
|
$
|
82,000
|
||||||
|
David J. McGrady
|
$
|
70,000
|
$
|
12,000
|
$
|
82,000
|
||||||
|
Dutch C. Ross III
|
$
|
70,000
|
$
|
12,000
|
$
|
82,000
|
||||||
| (1) |
Includes payments of annual retainer fees, and retainer fees paid to chairs of Board committees.
|
| (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 $4.84, the closing price of the Company’s Common Stock on May 24, 2024, the date of grant. As of December 31, 2024, none of the directors held any
outstanding equity awards.
|
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Equity Compensation Plan Information
The following table provides information about the Company’s common stock that may be issued under equity compensation plans as of December 31, 2024.
|
Plan category
|
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
(a)
|
Weighted average
exercise price of
outstanding
options,
warrants and rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities
reflected in column (a))
(c)
|
|||||||
|
Equity compensation plans approved by security
holders:
|
||||||||||
|
2008 Long Term Incentive Plan
|
–
|
–
|
–
|
|||||||
|
2018 Long Term Incentive Plan
|
12,500
|
$
|
12.96
|
342,093
|
||||||
|
Equity compensation plans not approved by
security holders:
|
||||||||||
|
None
|
–
|
–
|
–
|
|||||||
|
Total
|
12,500
|
$
|
12.96
|
342,093
|
||||||
In May 2024 and February 2023, the Company awarded 19,832 and 9,230 shares of common stock, respectively, to its directors under the LTIP, which are fully vested. The Company recorded $96
thousand and $95 thousand of compensation expense in the years ended December 31, 2024 and December 31, 2023, respectively, based on the fair value of the stock on the date of the award.
On March 26, 2024 and April 5, 2024, the Company issued 126,083 shares of restricted stock to its officers and employees under the Amended and Restated 2018 Long-Term Incentive Plan
(“LTIP”), of which 13,015 shares have been forfeited as of December 31, 2024. Each restricted stock award was valued based on the fair value of the stock on the date of the award. These awarded shares of restricted stock fully vest over
periods ranging from 36 months to 60 months from their respective dates of grant. Stock-based compensation is recognized on a straight-line basis over the vesting period. During the year ended December 31, 2024, the Company recorded $108
thousand of stock-based compensation expense related to these restricted stock awards.
On June 21, 2023, the Company issued 92,720 shares of restricted stock to its officers and employees under the LTIP, of which 23,997 shares have been forfeited as of December 31, 2024. Each
restricted stock award was valued based on the fair value of the stock on the date of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant.
Stock-based compensation is recognized on a straight-line basis over the vesting period. During the years ended December 31, 2024 and 2023, the Company recorded $113 thousand and $104 thousand, respectively, of stock-based compensation
expense related to these restricted stock awards.
In March 2022, the Company issued 61,908 shares of restricted stock to its officers and employees under the LTIP, of which 21,276 shares have been forfeited as of December 31, 2024. Each
restricted stock award was valued based on the fair value of the stock on the date of the award. These awarded shares of restricted stock fully vest over periods ranging from 36 months to 60 months from their respective dates of grant.
Stock-based compensation is recognized on a straight-line basis over the vesting period. During 2024 and 2023, the Company recorded $88 thousand and $106 thousand of stock-based compensation expense related to shares awarded to employees.
Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information as of March 31, 2025 concerning the shares of the Company’s common stock owned by each person known to the Company to be a beneficial owner of more
than 5% of the Company’s Voting Common Stock, each director or director nominee, each Named Executive Officer, and all current directors and executive officers as a group. Except as otherwise indicated, and subject to any interests of the
reporting person’s spouse, we believe that the beneficial owners of common stock listed below, based on information furnished by such owners, have sole voting and investment power with respect to such shares. As of April 30, 2025, we had
6,133,044 shares of Voting Common Stock outstanding and 9,231,180 total Common Stock outstanding.
|
Beneficial Owner
|
Number of
Shares of
Voting
Common
Stock
Beneficially
Owned
|
Percent of
Voting
Common
Stock
|
Number of
Shares of
Non-Voting
Common
Stock, Class B
Beneficially
Owned(1)
|
Number of
Shares of
Non-Voting
Common
Stock, Class C
Beneficially
Owned(2)
|
Percent of
Total Common
Stock
Outstanding(3)
|
|||||||||||||||
|
5% Beneficial Owners:
|
||||||||||||||||||||
|
City First Enterprises(4)
|
861,843
|
14.05
|
% |
—
|
—
|
9.34
|
%
|
|||||||||||||
|
City First Bank, National Association Employee Stock Ownership Trust(5)
|
592,389
|
9.66
|
% |
—
|
—
|
6.42
|
%
|
|||||||||||||
|
Directors and Executive Officers(6):
|
||||||||||||||||||||
|
Brian E. Argrett(7)
|
96,309
|
1.57
|
% |
—
|
—
|
*
|
||||||||||||||
|
Wayne-Kent A. Bradshaw
|
40,684
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
Robert C. Davidson(8)
|
18,452
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
Mary Ann Donovan
|
7,548
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
John M. Driver
|
6,536
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
Mary Hentges
|
— |
*
|
—
|
—
|
*
|
|||||||||||||||
|
Marie C. Johns
|
7,548
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
William A. Longbrake
|
15,048
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
David J. McGrady
|
7,548
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
Dutch C. Ross III
|
11,387
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
Zakariya H. Ibrahim
|
39,746
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
Ruth McCloud(9)
|
45,330
|
*
|
—
|
—
|
*
|
|||||||||||||||
|
Current directors and executive officers as a group (13 persons)
|
250,806
|
4.09
|
% |
—
|
—
|
2.72
|
%
|
|||||||||||||
| * |
Less than 1%.
|
| (1) |
The Class B non-voting common stock may not be converted to Voting Common Stock.
|
| (2) |
The Class C non-voting common stock may be converted to Voting Common Stock only upon the occurrence of certain prescribed forms of sales to third parties that are not affiliated with the holders thereof.
|
| (3) |
The total number of outstanding common shares as of March 31, 2025 was 9,231,180, which includes all outstanding shares of Class A voting common stock, Class B non-voting common stock, and Class C
non-voting common stock.
|
| (4) |
The address for City First Enterprises is 1 Thomas Circle, NW, Suite 700, Washington, D.C. 20005.
|
| (5) |
The address for the City First Bank, National Association Employee Stock Ownership Trust (“ESOP”) is 1432 U Street, NW Washington, D.C. 20009
|
| (6) |
The address for each of the directors and named executive officers is 4601 Wilshire Boulevard, Suite 150, Los Angeles, CA 90010.
|
| (7) |
Includes 1,798 allocated shares under the ESOP.
|
| (8) |
Includes 8,750 shares that are held by the Robert and Alice Davidson Trust, dated August 11, 1982. Robert Davidson and Alice Davidson share investment and voting power with respect to the shares held by
the Robert and Alice Davidson Trust in their capacities as trustees of the trust.
|
| (9) |
Includes 4,969 allocated shares under the ESOP and 12,500 shares subject to options granted under the LTIP, which options are all currently exercisable.
|
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Certain Relationships and Related Transactions
Transactions by us with related persons are subject to formal written policies, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and
23B of the Federal Reserve Act and the Federal Reserve’s Regulation W (which govern certain transactions by us with our affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by the Bank to its executive officers,
directors, and principal stockholders). We have adopted policies to comply with these regulatory requirements and restrictions. The Company’s current loan policy provides that all loans made by the Company or its subsidiary to its directors and
executive officers or their associates must be made on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with other persons of similar
creditworthiness who are not related to the Company and must not involve more than the normal risk of collectability or present other unfavorable features. As of December 31, 2024, the Company did not have any loans to related parties or
affiliates. Loans to insiders and their related interests require approval by the Board, or a Board designated committee. We also apply the same standards to any other transactions with an insider. Personal loans made to any executive officer
or director must comply with Regulation O. Additionally, loans and other related party transactions are subject to Audit Committee review and approval requirements.
From time to time, City First Enterprises and the Bank will each make an investment in the same community development project. These loans by the Bank are made in the ordinary course of
business on substantially the same terms, including interest rate and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and do not involve more than the normal risk of collectability or
present other unfavorable features. All such loans are reviewed, approved, or ratified by the Director’s Loan Committee of the Bank and are made in accordance with the Bank’s lending and credit policies.
Parents of Smaller Reporting Company
City First Enterprises is the owner of 861,843 shares of our Voting Common Stock, which represents approximately 14.05% of our Voting Common Stock outstanding. In
addition, four members of our board – Mr. Argrett, our President and CEO, Dr. Longbrake, Mr. McGrady, and Ms. Donovan – are also members of the Board of Directors of City First Enterprises.
Director Independence
We have adopted standards for director independence pursuant to the Nasdaq listing standards. The Board has considered relationships, transactions, and/or arrangements with each
of its directors, and has determined that all of the Company’s non-employee directors (Mr. Bradshaw, Mr. Davidson, Ms. Donovan, Mr. Driver, Ms. Hentges, Ms. Johns, Dr. Longbrake, Mr. McGrady, and Mr. Ross) are “independent” under applicable
Nasdaq listing standards and Securities and Exchange Commission (“SEC”) rules.
| ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
The Audit Committee reviews and pre-approves all audit and non-audit services performed by its independent registered public accounting firm, as well as the fees charged for such services, in
accordance with the pre-approval policies and procedures that have been established by the Audit Committee. All fees incurred in the years ended December 31, 2024 and 2023 for services rendered by Moss Adams were approved by the Audit
Committee. No non-audit services were provided by Moss Adams for the years indicated.
The following table sets forth the aggregate fees billed to us by Moss Adams (Spokane, Washington , PCAOB ID )
for the years indicated, inclusive of out-of-pocket expenses.
|
|
2024
|
2023
|
||||||
|
|
(In thousands)
|
|||||||
|
Audit fees(1)
|
$
|
583
|
$
|
875
|
||||
|
Audit-related fees
|
—
|
—
|
||||||
|
Tax fees (2)
|
$
|
44
|
—
|
|||||
|
All other fees
|
—
|
—
|
||||||
|
Total fees
|
$
|
627
|
$
|
875
|
||||
| (1) |
Aggregate fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements included in the Company’s Annual Report on Form 10-K and for the reviews of
the Company’s consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q. The services provided by the independent accounts are for SEC-related filings only.
|
| (2) |
Aggregate fees billed for professional services rendered for the Agreed-Upon-Procedures and attestation to evaluate the Company’s Emergency Capital Investment Program quarterly supplemental reports.
|
PART IV
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
| (b) |
List of Exhibits
|
|
Exhibit
Number*
|
|
|
Amended and Restated Certificate of Incorporation of Registrant (Exhibit 3.1 to Form 8-K filed by Registrant on April 5, 2021)
|
|
|
Certificate of Amendment to Certificate of Incorporation of Registrant (Exhibit 3.1 to Form 8-K filed by the Registrant on November 1, 2023)
|
|
|
Bylaws of Registrant (Exhibit 3.2 to Form 8‑K filed by Registrant on August 24, 2020)
|
|
|
Certificate of Designations for the Series B Junior Participating Preferred Stock (Exhibit 3.1 to Form 8-K filed by Registrant on September 11, 2019)
|
|
|
Certificate of Designations of Senior Non-Cumulative Perpetual Preferred Stock, Series C (Exhibit 3.1 to Form 8-K filed by Registrant on June 8, 2022)
|
|
|
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Exhibit 4.1 to Form 10-K filed by Registrant on April 15, 2022)
|
|
|
Rights Agreement, dated as of September 10, 2019, entered between Broadway Financial Corporation and Computershare Trust Company, N.A., as rights agent (Exhibit 4.1 to Form 8-K filed
by Registrant on September 11, 2019)
|
|
|
Amendment to Rights Agreement, dated as of August 25, 2020, entered between Broadway Financial Corporation and Computershare Trust Company, N.A. (Exhibit 4.1 to Form 8-K file by
Registrant on August 26, 2020)
|
|
|
Registration Rights Agreement (Exhibit 10.2 to Form 8-K filed by Registrant on June 8, 2022)
|
|
|
Broadway Federal Bank Employee Stock Ownership Plan (Exhibit 10.1 to Form 10‑K filed by Registrant on March 28, 2016)
|
|
|
Amended and Restated Broadway Financial Corporation 2008 Long Term Incentive Plan (Exhibit 10.3 to Form 10‑Q filed by Registrant on August 12, 2016)
|
|
|
Amended Form of Award Agreement for stock options granted pursuant to Amended and Restated Broadway Financial Corporation 2008 Long‑Term Incentive Plan (Exhibit 10.1 to Form 10‑Q
filed by Registrant on August 12, 2016)
|
|
|
Broadway Financial Corporation Amended and Restated 2018 Long‑Term Incentive Plan (Exhibit 10.4 to Form 10-K filed by Registrant on May 20, 2024)
|
|
|
Form of Award Agreement for restricted stock granted pursuant to Broadway Financial Corporation Amended and Restated 2018 Long‑Term Incentive Plan (Exhibit 10.5 to Form 10-K filed by
Registrant on May 20, 2024)
|
|
|
Employment Agreement, dated as of May 1, 2017, for Brenda J. Battey (Exhibit 10.11 to Form 10-K filed by Registrant on March 29, 2019)
|
|
|
Amendment to Employment Agreement for Brenda J. Battey, dated as of January 14, 2020 (Exhibit 10.1 to form 8-K filed by Registrant on January 14, 2021)
|
|
|
Employment Agreement, dated as of May 1, 2017, for Ruth McCloud (Exhibit 10.13 to Form 10-K filed by Registrant on March 29, 2019)
|
|
Amendment to Employment Agreement for Ruth McCloud, dated as of January 14, 2020 (Exhibit 10.3 to form 8-K filed by Registrant on January 14, 2021)
|
|
|
Broadway Federal Bank Incentive Compensation Plan (Exhibit 10.14 to Form 10-K filed by the Registrant on March 31, 2021)
|
|
|
Employment Agreement, dated and effective as of November 17, 2021, between Registrant and Brian E. Argrett (Exhibit 10.1 to Form 8-K filed by Registrant on November 18, 2021)
|
|
|
Stock Purchase Agreement, dated as of December 21, 2016, entered between First Republic Bank and Registrant (Exhibit 10.8 to Form 10‑K filed by Registrant on March 27, 2017)
|
|
|
ESOP Loan Agreement and ESOP Pledge Agreement, each dated as of December 19, 2016, entered into between Registrant and Miguel Paredes, as trustee for the Broadway Federal Bank,
f.s.b., Employee Stock Ownership Plan Trust, and related Promissory Note, dated as of December 19, 2016 (Exhibit 10.12 to Form 10‑K filed by Registrant on March 27, 2017)
|
|
|
Stock Purchase Agreement, dated as of November 23, 2020, entered between Banc of America Strategic Investments Corporation and Registrant (Exhibit 10.15 to Registration Statement on
S-4 filed by Registrant on January 19, 2021)
|
|
|
Stock Purchase Agreement, dated as of November 23, 2020, entered between Cedars-Sinai Medical Center and Registrant (Exhibit 10.14 to Registration Statement on S-4 filed by Registrant
on January 19, 2021)
|
|
|
Stock Purchase Agreement, dated as of November 24, 2020, entered between Wells Fargo Central Pacific Holdings, Inc. and Registrant (Exhibit 10.16 to Registration Statement on S-4
filed by Registrant on January 19, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 19, 2021, entered between Ally Ventures, a business unit of Ally Financial Inc., and Registrant (Exhibit 10.24 to Form 10-K filed by
Registrant on March 31, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 19, 2021, entered between Banner Bank and Registrant (Exhibit 10.25 to Form 10-K filed by Registrant on March 31, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 19, 2021, entered between Citicorp Banking Corporation and Registrant (Exhibit 10.26 to Form 10-K filed by Registrant on March 31, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 19, 2021, entered between First Republic Bank and Registrant (Exhibit 10.27 to Form 10‑K filed by Registrant on March 31, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 19, 2021, entered between Gerald I. White and Registrant (Exhibit 10.28 to Form 10-K filed by Registrant on March 31, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 19, 2021, entered between Gerald I. White, in his capacity as the trustee for the Grace & White, Inc. Profit Sharing Plan, and
Registrant (Exhibit 10.29 to Form 10-K filed by Registrant on March 31, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 19, 2021, entered between Registrant and Butterfield Trust (Bermuda) Limited as trustee of each of the following: The Lorraine Grace
Will Trust, The Anne Grace Kelly Trust 99, The Gwendolyn Grace Trust 99, The Lorraine L. Grace Trust 99, and The Ruth Grace Jervis Millennium Trust (Exhibit 10.30 to Form 10-K filed by Registrant on March 31, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 19, 2021, entered between Texas Capital Community Development Corporation and Registrant (Exhibit 10.31 to Form 10-K filed by Registrant
on March 31, 2021)
|
|
|
Stock Purchase Agreement, dated as of February 20, 2021, entered between J.P. Morgan Chase Community Development Corporation and Registrant (Exhibit 10.32 to Form 10-K filed by
Registrant on March 31, 2021)
|
|
|
Letter Agreement and Securities Purchase Agreement, dated June 7, 2022 (Exhibit 10.1 to Form 8-K filed by Registrant on June 8, 2022)
|
|
|
19.1^
|
Insider Trading Policy
|
|
21.1^
|
List of Subsidiaries
|
|
23.1^
|
Consent of Moss Adams LLP
|
|
31.1^
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
|
|
31.2^
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
|
|
|
32.1^
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
|
|
|
Compensation Clawback Policy (Exhibit 97.1 to Form 10-K filed by Registrant on May 20, 2024)
|
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definitions Linkbase Document
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104
|
The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL (included as Exhibit 101).
|
| ** |
Management contract or compensatory plan or arrangement.
|
| ^ |
Previously filed with the Company’s 2024 Form 10-K, originally filed with the SEC on March 31, 2025, which is being amended hereby.
|
16