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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement |
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| Definitive Proxy Statement |
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| Definitive Additional Materials |
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Broadway Financial Corporation |
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BROADWAY FINANCIAL CORPORATION
5055 Wilshire Boulevard, Suite 500
Los Angeles, California 90036
May 20, 2016
September 9, 2021
On behalf of the Board of Directors, I cordially invite you to attend the Annual Meeting of Stockholders of Broadway Financial Corporation (the
"Company"“Company”), which will be held at
the Company's principal executive offices, 5055 Wilshire Boulevard, Suite 500, Los Angeles, California 90036, at 2:9:00
p.m.a.m. (PDT) on Wednesday,
June 22, 2016.October 20, 2021. Due to the public health concerns arising from the COVID 19 pandemic, and also to realize the cost and other benefits of the latest technology, our Annual Meeting will be a virtual meeting conducted solely as a live webcast through the Internet. There will not be any physical meeting location. You will be able to participate in the Annual Meeting, and to vote your shares and submit questions electronically before or during the Annual Meeting by visiting https://meetnow.global/MDUG99J and entering your Control Number that will be included in the instructions that will be sent to you for voting and participating in the Annual Meeting.
Stockholders will be asked at the Annual Meeting to vote on the election of
twothree directors and on each of the other proposals described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.
Your vote is very important, regardless of the number of shares you own. Whether or not you expect to
attendparticipate in the Annual Meeting, please
send us your electronic voting instructions for your shares, or complete, sign,
date, and
datemail each proxy card you receive
and return themif you prefer to
the Companyvote by proxy card, as soon as
possible in the postage-paid envelopes that have been provided.possible. You may revoke your
electronic voting instructions or proxies at any time prior to the
Annual Meeting and, if you attendcompletion of voting at the Annual
Meeting, you may vote your shares in person.Meeting.
Sincerely,
Wayne-Kent A. Bradshaw
Brian E. Argrett
President and Chief Executive Officer
IMPORTANT: If your Broadway Financial Corporation shares are held in the name of a brokerage firm or other nominee, only that brokerage firm or nominee may
submit electronic voting instructions or execute a proxy on your behalf. To ensure that your shares are voted, we urge you to telephone the individual responsible for your account today and obtain instructions on how to direct him or her to
submit electronic voting instructions, execute a proxy on your
behalf.behalf, or provide a legal proxy for you to vote your shares.
If you have any questions or need any assistance in voting your shares, please telephone Alice Wong,Audrey A. Phillips, the Company's AssistantCompany’s Corporate Secretary, at (323) 634-1700, Ext 3269.(202) 243-7141.
THIS PROXY STATEMENT AND THE COMPANY’S ANNUAL REPORT TO STOCKHOLDERS
ARE AVAILABLE AThttp://www.edocumentview.com/BYFC
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BROADWAY FINANCIAL CORPORATION
5055 Wilshire Boulevard, Suite 500
Los Angeles, California 90036
Notice of Annual Meeting of Stockholders
Wednesday, June 22, 2016October 20, 2021
2:
9:00
p.m.Dear Stockholder:
a.m. (PDT)
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Broadway Financial Corporation (the
"Company"“Company”) will be held at
the Company's principal executive offices, 5055 Wilshire Boulevard, Suite 500, Los Angeles, California 90036, at 2:9:00
p.m.a.m. (PDT) on Wednesday,
June 22, 2016,October 20, 2021, as a virtual meeting conducted through the Internet, for the following purposes:
1.To elect two directors of the Company to serve until the Annual Meeting of Stockholders to be held in the year 2019 or until their successors are elected and have been qualified;
2.To ratify the appointment of Moss Adams LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2016;
3.To cast an advisory (non-binding) vote on executive compensation; and
4.To consider such other business as may properly come before and be voted upon by the stockholders at the Annual Meeting of Stockholders or any postponement or adjournment thereof.
1.
| To elect the three directors named in the proxy statement to serve until the Annual Meeting of Stockholders to be held in the year 2024 or until their successors are elected and have been qualified; |
2.
| To ratify the appointment of Moss Adams LLP as the independent registered public accounting firm for the Company for its fiscal year ending December 31, 2021; |
3.
| To cast an advisory (non-binding) vote on executive compensation; |
4.
| To consider such other business as may properly come before and be voted upon by the stockholders at the Annual Meeting, or any postponement or adjournment thereof, pursuant to the bylaws of the Company. |
The Board of Directors has selected
May 6, 2016August 25, 2021 as the
record dateRecord Date for the Annual Meeting. Only those stockholders of record at the close of business on that date will be entitled to a notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available at the
Company'sCompany’s principal executive offices during the ten days prior to the Annual Meeting and will also be available for inspection
aton-line during the Annual Meeting.
Whether or not you expect to attend the Annual Meeting, please
submit your electronic voting instructions, or mail your proxy in the postage-paid envelope that
has been provided.is provided to you, as soon as possible. You may revoke
thisyour electronic voting instructions or proxy at any time prior to the
Annual Meeting and, if you attendcompletion of voting at the Annual
Meeting, you may vote your shares in person.Meeting.
By Order of the Board of Directors
Alice Wong
AssistantAudrey A. Phillips
Vice President and Corporate Secretary
Los Angeles, California
May
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on Wednesday, October 20, 20162021. This proxy statement and the company’s annual report to
stockholders are available at www.edocumentview.com/BYFC.
September 9, 2021
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TableInstructions and Frequently Asked Questions for Annual Meeting
This year’s Annual Meeting will be conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: https://meetnow.global/MDUG99J at the meeting date and time described in the accompanying proxy statement.
We are excited to embrace the latest technology for our Annual Meeting to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation by eliminating the necessity of
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travel to the Annual Meeting. Q:
| How can I attend the Annual Meeting? |
A:
| The Annual Meeting will be conducted solely online by live webcast. No physical meeting will be held. You will be entitled to participate in the Annual Meeting, including asking questions and voting your shares, only if you were a stockholder of the Company of record as of the close of business on the Record Date for the Annual Meeting, or if you hold a valid proxy for the Annual Meeting received from a stockholder of record on that date and follow the instructions below. |
To participate in the Annual Meeting, you will need to review the information included in the Stockholder Meeting Notice that was sent separately to you (the “Notice”), on your proxy card, or on the instructions that accompanied your proxy materials.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the registration instructions below.
The Annual Meeting will begin promptly at 9:00 a.m., Pacific Time. We encourage you to access the meeting website prior to the start time, leaving ample time for the meeting check-in procedure. Please note that if you are not a stockholder of record you must first have followed the registration instructions below or in the accompanying proxy statement. Each shareholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf.
Q:
| Who may vote at the Annual Meeting? |
A:
| The Board of Directors has selected August 25, 2021 as the Record Date for the Annual Meeting. Only those stockholders of record at the close of business on that date will be entitled to a notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. |
Q:
| What is the difference between holding shares as a “stockholder of record” and as a beneficial owner of shares held in “street name”? |
A:
| If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the “stockholder of record” with respect to those shares, and the Notice was sent directly to you. |
If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice or separate voting instructions were forwarded to you by that organization. As a beneficial owner, you have the right to direct that organization how to vote the shares held in your account but you do not have legal authority to vote the shares directly unless you receive a legal authorization or “proxy” to vote the shares from the organization. You should follow the instructions in the Notice or voting instructions provided to you by that organization in order to vote your shares or direct the organization on how to vote your shares.
Q:
| How do I register to attend the Annual Meeting? |
A:
| If you are a stockholder of record, our transfer agent, Computershare, will already have that information and you will not need to register to attend and participate in the Annual Meeting webcast. Instead, you may simply follow the instructions to access the meeting website on the Notice or proxy card that you received. |
If your shares are held in “street name”, you must register in advance to attend the Annual Meeting virtually on the Internet. To do this, you must submit proof of your proxy authority (which is referred to herein as a “legal proxy”) reflecting the Company shares you hold, along with your name and email address to Computershare as further described below. Requests for registration must be labeled as “Legal Proxy” and must be received no later than 5:00 p.m., Eastern Time, on October 18, 2021.
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You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration to participate in the Annual Meeting should be directed to us at the following address:
If sent by email:
Forward the email you received from your broker or other street name holder to vote your shares, or attach an image of your legal proxy, to legalproxy@computershare.com
If sent by regular mail:
Computershare
Broadway Financial Corporation Legal Proxy
P.O. Box 43001
Providence, RI 02940
Q:
| How can I vote my shares without participating in the online Annual Meeting? |
A:
| Whether you are a stockholder of record or hold your shares in street name, you may vote your shares or direct how your shares will be voted without participating in the online Annual Meeting. |
If you are a stockholder of record, you may vote your shares over the Internet or by telephone by following the instructions on the Notice you received. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail in the postage-paid envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.
If you are the beneficial owner of shares held in street name, you may be eligible to vote your shares electronically over the Internet or by telephone by following the instructions on the Notice you received. If you request printed copies of the proxy materials by mail, you may also vote by signing the voter instruction form provided by your broker or other street name holder and returning it by mail. If you provide specific directions on how to vote by mail, telephone or over the Internet, your shares will be voted by your broker or other street name holder as you have directed.
The persons named as proxies are executive officers of the Company. All proxies properly submitted in time to be counted at the Annual Meeting will be voted in accordance with the directions contained therein. If you submit your proxy without directing how your shares are to be voted, your shares will be voted by the proxy holders in accordance with the recommendations of the Board of Directors included in the accompanying proxy statement.
Q:
| How can I vote my shares during the Annual Meeting? |
A:
| Whether you are a stockholder of record or hold your shares in street name, you may vote online at the Annual Meeting. You will need to enter your control number (included in your Notice, your proxy card, or the voting instructions that accompanied your proxy materials) to vote your shares at the Annual Meeting. Even if you plan to participate in the Annual Meeting, however, we encourage you to vote over the Internet, by telephone, or by returning a proxy card if you have requested printed proxy materials. This will ensure that your vote will be counted if you are unable to, or later decide not to, participate in the Annual Meeting. |
Q:
| May I revoke my voting instructions or proxy and change my vote? |
A:
| You may revoke your proxy and change your vote on a matter at any time before the voting on the matter at the Annual Meeting is completed. You may revoke your voting instructions or proxy over the Internet or by telephone by following the instructions included in your proxy materials or by submitting a written notice of revocation to Broadway Financial Corporation 5055 Wilshire Blvd., Suite 500, Los Angeles, CA 90036, Attn: Audrey A. Phillips. You may also revoke a previously submitted proxy by voting again on a later date over the Internet, by telephone, or by signing and returning a new proxy card by mail (only your latest proxy submitted prior to the Annual Meeting will be counted), or by voting at the Annual Meeting. Your participation at the Annual Meeting will not revoke your proxy unless you vote again electronically during the Annual Meeting. Any revocation of or change in your vote on a matter must be received by the Company prior to completion of the vote on the matter to be effective. |
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Broadway Financial Corporation
Proxy Statement
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BROADWAY FINANCIAL CORPORATION
5055 Wilshire Boulevard Suite 500
Los Angeles, California 90036
PROXY STATEMENT
Annual Meeting of Stockholders
Wednesday,
June 22, 2016
October 20, 2021
This Proxy Statement is furnished in connection with the solicitation of
electronic voting instructions and proxies by the Board of Directors (the
"Board"“Board”) of Broadway Financial Corporation
a Delaware corporation (the
"Company"“Company”), for use at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"“Annual Meeting”)
tothat will be held at
the Company's principal executive offices, 5055 Wilshire Boulevard, Suite 500, Los Angeles, California, 90036, at 2:9:00
p.m.a.m. (PDT) on Wednesday,
June 22, 2016,October 20, 2021 as a virtual meeting conducted through the Internet, and at any postponement or adjournment thereof. This Proxy Statement and the accompanying form of proxy were first
mailedmade available to stockholders on
the Internet on or about
May 20, 2016.September 9, 2021. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Annual Meeting of Stockholders sent by the Company to all stockholders of record as of the Record Date (described below) for the Annual Meeting, or contact Audrey A. Phillips, Vice President and Corporate Secretary, at (202) 243-7141.
The Company was incorporated under Delaware law in September 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Bank, f.s.b.
("(“Broadway
Federal" or the "Bank"Federal”) as part of
the Bank'sBroadway Federal’s conversion from a federally chartered mutual savings and loan association to a federally chartered stock savings bank (the
"Conversion"“Conversion”). The Conversion was completed, and
the BankBroadway Federal became a wholly owned subsidiary of the Company on January 8, 1996.
On April 1, 2021, the Company completed its merger (the “Merger”) with CFBanc Corporation (“CFBanc”), with the Company continuing as the surviving entity. Immediately following the Merger, Broadway Federal merged with and into City First Bank of D.C, National Association with City First Bank of D.C., National Association (the “Bank”, or “City First”, which concurrently changed its name to City First Bank, National Association) continuing as the surviving entity and a wholly-owned subsidiary of the Company. Throughout this Proxy Statement, the terms
"we"“we”,
"us"“us”,
"our"“our” and the
"Company"“Company” refer to Broadway Financial Corporation and, unless otherwise indicated, such references include the
Bank asBank. Prior to the
Company's predecessor.Merger, no bank holding company or other person controlled the Company. In the Merger, City First Enterprises, Inc. (“City First Enterprises”), the bank holding company that formerly controlled CFBanc, received 6,662,236 shares of our Class A voting common stock, par value $0.01 per share (the “Voting Common Stock”), representing approximately 15.2% of our Voting Common Stock outstanding, in exchange for its shares of Class A Common Stock of CFBanc. City First Enterprises is now a controlling person of the Company.THIS PROXY STATEMENT AND THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS ARE
AVAILABLE AThttp://www.broadwayfederalbank.com
RECORD DATE AND VOTING OF SHARES
The Board has selected
May 6, 2016August 25, 2021 as the
record dateRecord Date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. A total of
21,405,18843,674,046 shares of the
Company's voting common stock, par value $0.01 per share (the "VotingCompany’s Voting Common
Stock"),Stock were outstanding at the close of business on that date. A majority of the shares of Voting Common Stock entitled to vote, represented in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Stockholders will be entitled to cast one vote for each share of Voting Common Stock held by them of record at the close of business on the
record dateRecord Date on any matter that may be presented at the Annual Meeting for consideration and action by the stockholders and on which they are entitled to vote.
Abstentions will be treated as shares of Voting Common Stock that are present and entitled to vote for purposes of determining the presence of a quorum, but as not voted for purposes of determining the
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approval of any matter submitted for a vote of the stockholders. If a broker indicates on its proxy that the broker does not have discretionary authority to vote on a particular matter as to certain shares of Voting Common Stock, commonly referred to as "broker non-votes"“broker non-votes”, then those shares will be counted for general quorum purposes but will not be considered as present and entitled to vote with respect to that matter.
A plurality of votes cast by the holders of shares of Voting Common Stock iswill be required for the election of directors.directors, and there is no cumulative voting. The affirmative vote of the majority of the shares of Voting Common
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Stock voting on the proposal will be required to: (i) ratify the appointment of Moss Adams LLP as the
Company'sCompany’s independent registered public accounting firm, and (ii) adopt the non-binding proposal to approve executive compensation described in this Proxy Statement.
Thus, abstentions and broker non-votes will not have any effect in the voting on these proposals.All valid proxies received in response to this solicitation will be voted in accordance with the instructions indicated thereon by the stockholders giving such proxies. If no contrary instructions are given, such proxies will be voted FOR the election of the nominees named in this Proxy Statement as directors, and FOR approval of each of the other proposals described in this Proxy
Statement. AlthoughStatement or recommended by the
Board currently knows of no other matter toBoard. If the proposals are properly presented and may properly be
presentedvoted on at the Annual Meeting,
ifthe proxies solicited hereby will be voted against the proposals. If other matters are properly presented at the Annual Meeting and may properly be acted upon, the proxies solicited hereby will be voted in accordance with the best judgment of the persons named in such proxies.
REVOCATION OF VOTING INSTRUCTIONS AND PROXIES Any stockholder may revoke his or her
electronic voting instructions or proxy
card vote on a matter at any time before
itvoting on the matter is
votedcompleted at the Annual Meeting
through the Internet or by delivering a
later signed and datedlater-dated voting instruction, proxy card, or other written notice of revocation to
Alice Wong, AssistantAudrey A. Phillips, Vice President and Corporate Secretary of the Company, at 5055 Wilshire Boulevard, Suite 500, Los Angeles, California 90036.
A proxy will also be considered revoked if the stockholder executing the proxy is present at the Annual Meeting and chooses to vote in person.
Proxies are being solicited by this Proxy Statement on behalf of the Board. The principal solicitation of proxies is being conducted by mail. Computershare, the Company'sCompany’s transfer agent, will assist in the solicitation of proxies at no additional fee, exceptbut will be reimbursed for reimbursement of certain expenses. To the extent necessary, proxies may be solicited by officers, directors and employees of the Company or the Bank, and the Company'sCompany’s financial advisor,advisors, none of whom will receive additional compensation for such solicitation. Proxies may be solicited by telephone, personal contact, or other means. The Company will bear the cost of this solicitation of proxies, including postage, printing, and handling, and will reimburse brokers and other nominee holders of shares of the Company'sCompany’s Voting Common Stock for their expenses incurred in forwarding solicitation material to beneficial owners of such shares.
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The following table sets forth information as of
March 31, 2016September 1, 2021 concerning the shares of the
Company's Common StockCompany’s common stock owned by each person known to the Company to be a beneficial owner of more than 5% of the
Company'sCompany’s Voting Common Stock, each director
or director nominee, each Named Executive Officer, and all current directors and executive officers as a group.
| | | | | | | | | | | | | |
| Beneficial Owner | | Number of
Shares of
Voting
Common
Stock
Beneficially
Owned | | Percent
of Voting
Common
Stock | | Number of
Shares of
Non-Voting
Common
Stock
Beneficially
Owned(1) | | Percent of
Total
Common
Stock
Outstanding(2) | |
|---|
United States Department of the Treasury | | | 10,146,000 | | | 47.40 | % | | - | | | 34.89 | % |
CJA Private Equity Financial Restructuring Master Fund I L.P.(3) | | |
2,129,816 | | |
9.95 |
% | |
6,169,320 | | |
28.54 |
% |
BBCN Bancorp, Inc.(4) | | |
1,925,000 | | |
8.99 |
% | |
- | | |
6.62 |
% |
Grace & White, Inc.(5) | | |
1,348,576 | | |
6.30 |
% | |
- | | |
4.64 |
% |
National Community Investment Fund(6) | | |
1,048,000 | | |
4.90 |
% | |
1,502,200 | | |
8.77 |
% |
Directors and Executive Officers: | | |
| | |
| | |
| | |
| |
Wayne-Kent A. Bradshaw(7) | | | 105,966 | | | 0.49 | % | | - | | | 0.36 | % |
Kellogg Chan(8)(9) | | | 94,033 | | | 0.44 | % | | - | | | 0.32 | % |
Robert C. Davidson, Jr.(8)(10) | | | 119,425 | | | 0.56 | % | | - | | | 0.41 | % |
A. Odell Maddox(8)(11) | | | 38,250 | | | 0.18 | % | | - | | | 0.13 | % |
Daniel A. Medina(8)(12) | | | 51,999 | | | 0.24 | % | | - | | | 0.18 | % |
Virgil Roberts(8)(13) | | | 32,079 | | | 0.15 | % | | - | | | 0.11 | % |
Dutch C. Ross III | | | 10,000 | | | 0.05 | % | | - | | | 0.03 | % |
Erin Selleck(14) | | | 2,262 | | | 0.01 | % | | - | | | 0.01 | % |
Brenda J. Battey(15) | | | 25,213 | | | 0.12 | % | | - | | | 0.09 | % |
Norman Bellefeuille(16) | | | 52,724 | | | 0.25 | % | | - | | | 0.18 | % |
Ruth McCloud | | | - | | | 0.00 | % | | - | | | 0.00 | % |
All current directors and executive officers as a group (11 persons) | | | 531,951 | | | 2.47 | % | | - | | | 1.82 | % |
(1)The non-voting Except as otherwise indicated, and subject to any interests of the reporting person’s spouse, we believe that the beneficial owners of common stock may be converted to common stock, only upon certain prescribed forms of sales to third parties that are not affiliated with such holder.(2)Percentages arelisted below, based on the total ofinformation furnished by such owners, have sole voting and non-voting common stock held by the respective stockholders shown in the table.(3)Christopher J. Acito, managing member of Christopher J. Acito & Associates LLC, has sole investment and voting power with respect to thesesuch shares. Christopher J. Acito & Associates LLC is the managing memberAs of CJA Private Equity Financial Restructuring GP I Ltd., which is the general partnerSeptember 1, 2021, we had 43,674,046 shares of CJA Private Equity Financial Restructuring Master Fund I LP. The address for CJA is 654 Madison Avenue, Suite 601, New York, NY 10065. CJA is an affiliate of Gapstow Capital Partners located at 654 Madison Avenue, Suite 601, New York, NY 10065.
Voting Common Stock outstanding.5% Beneficial Owners:
| | | | | | | | | | | | | | | |
City First Enterprises(4) | | | 6,622,236 | | | 15.16% | | | — | | | — | | | 9.23% |
Cedars-Sinai Medical Center(5) | | | 2,808,989 | | | 6.43% | | | — | | | — | | | 3.91% |
| | | | | | | | | | | | | | | |
Directors and Executive Officers(6):
| | | | | | | | | | | | | | | |
Wayne-Kent A. Bradshaw(7) | | | 269,902 | | | * | | | — | | | — | | | * |
Robert C. Davidson(8) | | | 88,590 | | | * | | | — | | | — | | | * |
Brian E. Argrett | | | 44,524 | | | * | | | — | | | — | | | * |
Dutch C. Ross III | | | 32,072 | | | * | | | — | | | — | | | * |
Jack T. Thompson | | | 14,635 | | | * | | | — | | | — | | | * |
Mary Ann Donovan | | | 1,362 | | | * | | | — | | | — | | | * |
Marie C. Johns | | | 1,362 | | | * | | | — | | | — | | | * |
William A. Longbrake | | | 1,362 | | | * | | | — | | | — | | | * |
David J. McGrady | | | 1,362 | | | * | | | — | | | — | | | * |
Norman Bellefeuille(9) | | | 316,470 | | | * | | | — | | | — | | | * |
Brenda J. Battey(10) | | | 212,175 | | | * | | | — | | | — | | | * |
Ruth McCloud(11) | | | 154,742 | | | * | | | — | | | — | | | * |
Tom Nida | | | 2,500 | | | * | | | — | | | — | | | * |
Shannon Herbert | | | — | | | * | | | — | | | — | | | * |
Sonja Wells | | | — | | | * | | | — | | | — | | | * |
All current directors and executive officers as a group (15 persons)(12) | | | 1,141,058 | | | 2.61% | | | — | | | — | | | 1.59% |
(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 September 1, 2021 was 71,768,442, which includes all outstanding shares of Voting Common Stock, Class B non-voting, 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 Cedars-Sinai Medical Center is 8700 Beverly Boulevard, TRES 6500, Los Angeles, CA 90048. |
(6)
| The address for each of the directors and named executive officers is 5055 Wilshire Boulevard, Suite 500, Los Angeles, CA 90036. |
(7)
| Includes 41,630 allocated shares under the Broadway Federal Bank f.s.b. Employee Stock Ownership Plan (“ESOP”). |
(8)
| Includes 70,000 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 29,013 allocated shares under the ESOP and 200,000 shares subject to options granted under the LTIP, which options are all currently exercisable, and 52,500 shares held jointly with his spouse with whom voting and investment power are shared. |
(10)
| Includes 29,037 allocated shares under the ESOP and 150,000 shares subject to options granted under the LTIP, which options are all currently exercisable. |
(11)
| Includes 26,516 allocated shares under the ESOP and 100,000 shares subject to options granted under the LTIP, which options are all currently exercisable. |
(12)
| Includes 450,000 options to purchase Voting Common Stock, all of which are currently exercisable. |
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(4)Information based upon Schedule 13G, filed on February 3, 2016 with the SEC by Grace & White, Inc., which is an investment adviser. The address for Grace & White, Inc. is 515 Madison Avenue, Suite 1700, New York, NY 10022.(5)Includes holdings of BBCN Bancorp, Inc. and its subsidiary BBCN Bank. The address for BBCN Bancorp, Inc. is 3731 Wilshire Boulevard, Suite 1000, Los Angeles, CA 90010.(6)The address for National Community Investment Fund ("NCIF") is 135 South LaSalle, Suite 2040, Chicago, IL 60603.(7)Includes 11,735 allocated shares under the Employee Stock Ownership Plan ("ESOP"), and 75,000 shares subject to options granted under the Company's 2008 Long Term Incentive Plan (the "LTIP"), which options are all currently exercisable as of March 31, 2016.(8)Includes 3,125 shares subject to options granted under the LTIP, which options are all currently exercisable as of March 31, 2016.(9)Includes 50,000 shares held by the Kellogg & Bronwyn Chan Family Trust and 40,014 shares that are jointly owned with Mr. Chan's spouse, with whom Mr. Chan shares investment and voting power. Kellogg Chan and Bronwyn Chan share investment and voting power with respect to the shares held by the Kellogg & Bronwyn Chan Family Trust in their capacities as trustees of the trust.(10)Includes 115,496 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.(11)Includes 19,491 shares held jointly with his spouse with whom voting and investment power are shared.(12)Includes 48,068 shares that are held by the Martin Medina Family Trust. Mr. Medina and his wife share investment and voting power with respect to the shares held by the Martin Medina Family Trust in their capacities as trustees of the trust.(13)Includes 28,150 shares held jointly with his spouse with whom voting and investment power are shared.(14)Includes 2,262 shares held jointly with her spouse with whom voting and investment power are shared.(15)Includes 213 allocated shares under the ESOP.(16)Includes 224 allocated shares under the ESOP and 52,500 shares held jointly with his spouse with whom voting and investment power are shared.
PROPOSAL 1. ELECTION OF DIRECTORS The
Company's CertificateCompany’s certificate of
Incorporationincorporation provides that the Board shall be divided into three classes
of directors, with the term of one class of directors to expire each year.
TwoThree directors are to be elected at the Annual Meeting.
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,
Messrs. RobertMs. Marie C.
Davidson Jr.Johns, Mr. David J. McGrady and
Dutch C. Ross IIIMr. Wayne-Kent A. Bradshaw will each serve for a term of three years or until their respective successors are elected and qualified. Each has consented to be named in this Proxy Statement and has indicated
his/herhis intention to serve if elected. If any of the nominees becomes unable to
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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.
NOMINEES:
| | | | | | | | | | | | |
Marie C. Johns | | | 69 | | | 2014* | | | 2021 | | | Lead Independent Director |
David J. McGrady | | | 65 | | | 1997* | | | 2021 | | | Director |
Wayne-Kent A. Bradshaw | | | 74 | | | 2012 | | | 2021 | | | Chairman of the Board |
| | | | | | | | | | | | |
CONTINUING DIRECTORS:
| | | | | | | | | | | | |
Robert C. Davidson, Jr. | | | 75 | | | 2003 | | | 2022 | | | Director |
Dutch C. Ross III | | | 74 | | | 2016 | | | 2022 | | | Director |
Jack T. Thompson | | | 49 | | | 2019 | | | 2022 | | | Director |
Brian E. Argrett | | | 57 | | | 2011* | | | 2023 | | | Director, Vice Chair, President and
Chief Executive Officer |
Mary Ann Donovan | | | 56 | | | 2020* | | | 2023 | | | Director |
William A. Longbrake | | | 78 | | | 2011* | | | 2023 | | | Director |
*
| Including service as a director of CFBanc prior to the Merger. |
| | | | | | | | | | | |
| Name | | Age at
March 31, 2016 | | Director
Since | | Term
Expires | | Positions Currently Held with
the Company and the Bank |
|---|
NOMINEES: | | | | | | | | | | | |
Robert C. Davidson, Jr. | | | 70 | | | 2003 | | | 2016 | | Director |
Dutch C. Ross III | | | 69 | | | 2016 | | | - | | Director |
CONTINUING DIRECTORS: | | |
| | |
| | |
| | |
A. Odell Maddox | | | 69 | | | 1986 | | | 2017 | | Director |
Daniel A. Medina | | | 58 | | | 1997 | | | 2017 | | Director |
Virgil Roberts | | | 69 | | | 2002 | | | 2017 | | Director and Chairman of the Board |
Wayne-Kent A. Bradshaw | | | 69 | | | 2012 | | | 2018 | | President, Chief Executive Officer and Director |
Kellogg Chan | | | 76 | | | 1993 | | | 2018 | | Director |
Erin Selleck | | | 59 | | | 2015 | | | 2018 | | Director |
The Board of Directors unanimously recommends
that you vote
for“FOR” the above nominees.
The following is a brief description of the business experience of the nominees and continuing directors
for at least the past five years 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"“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'sBoard’s conclusion that such person should serve as a director of the Company.
Director Nominees
Marie C. Johns has over 30 years’ 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), a business development, organizational effectiveness and public policy consulting practice, which is based in Washington, D.C. Ms. Johns has served on several boards of directors, including the Federal City Council, the Economic Club of Washington, 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
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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.
Name | | Age(1) | | | | | Principal Occupation during the Past Five Years |
|---|
Brenda J. Battey
| | | 5863 | | Senior | Executive Vice President and Chief Financial Officer of the Company since June 2013 and the Bank(2) since April 2013. Senior Vice President and Senior Controller of Bank of Manhattan from September 2011 to June 2012. Senior Vice President and Controller of Community Bank from February 2010 to September 2010. Senior Vice President and Controller of First Federal Bank of California from 1997 to 2009. |
| | | | | | |
Norman Bellefeuille | | | 6368 | | Senior | Executive Vice President and Chief Lending Officer, Wholesale Lending, of the Bank since April 2021. Previously Executive Vice President of the Company, and Executive Vice President and Chief Loan Officer of the Bank(2) since July 2012. Lending Division Manager of Luther Burbank Savings from 2005 to July 2012. |
| | | | | | |
Ruth McCloud | | | 6772 | | Senior | Executive Vice President /and Chief Operating Officer of the Company and Bank since April 2021. Previously Executive Vice President of the Company, and Executive Vice President and Chief Retail Banking Officer of the Bank(2) since July 2014. Senior Vice President / Divisional Sales Manager of OneWest Bank from January of 2010 to June 2014. Senior Vice President / Sales Manager & Strategic Initiatives of First Federal Bank of California from January 2004 to December 2009. |
| | | | | | |
Shannan A. Herbert | | | 41 | | | Executive Vice President and Chief Credit Officer of the Company since April 2021 and of the Bank since December 2018. Senior Vice President and Director of Loan Review at United Bank from January 2015 to December 2018. Vice President, Credit Officer and Credit Analyst Manager at United Bank from June 2010 to January 2015. |
| | | | | | |
Sonja S. Wells | | | 66 | | | Executive Vice President and Chief Lending Officer, Commercial Banking, of the Company and the Bank since April 2021. 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. Senior Relationship Manager with M&T Bank in Baltimore, Maryland from June 2002 to July 2015. Small Business Relationship Sales Manager from May 1999 to 2002 at First Union National Bank (Wachovia/Wells Fargo) in Baltimore, Maryland. |
| | | | | | |
Tom Nida | | | 71 | | | Executive Vice President and Market Executive of the Company since April 2021, and of the Bank since January 2019. Senior Vice President and DC Regional Executive at John Marshall Bank from October 2017 to January 2019. Executive Vice President and Managing Director of Community Development and Non-Profit Banking as well as an Executive Vice President and DC Market President at United Bank from April 2004 to September 2016. Vice President & Chair-DC Advisory Board of EagleBank from September 2003 to March 2004, Senior Vice President in Commercial Lending and served as the Bank’s first commercial lender at City First Bank from November 1999 to September 2003. |
(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. |
Table of ContentsTABLE OF CONTENTS
Summary Compensation
TablesTable
The Summary Compensation Table includes information concerning the compensation paid to or earned by our
former Chief Executive Officer
(“CEO”) and our three other most highly compensated executive officers. Each executive is referred to
herein as a named executive
officer.
Summary Compensation Table
officer (“NEO”).Wayne-Kent A. Bradshaw
Former Chief Executive Officer(5)
| | | 2020 | | | $448,050 | | | $54,375 | | | $286,510 | | | $73,265 | | | $862,200 |
| | 2019 | | | $435,000 | | | $239,100 | | | — | | | $70,963 | | | $745,063 |
| | 2018 | | | $435,000 | | | $240,072 | | | — | | | $71,515 | | | $746,587 |
Brenda J. Battey
Chief Financial Officer
| | | 2020 | | | $242,383 | | | $23,532 | | | $84,834 | | | $35,107 | | | $385,856 |
| | 2019 | | | $235,323 | | | $47,065 | | | — | | | $34,032 | | | $316,420 |
| | 2018 | | | $235,323 | | | — | | | — | | | $32,271 | | | $267,594 |
Norman Bellefeuille
Chief Lending Officer,
Wholesale Lending
| | | 2020 | | | $255,485 | | | $24,805 | | | $89,420 | | | $46,061 | | | $415,771 |
| | 2019 | | | $248,044 | | | $49,609 | | | — | | | $46,701 | | | $344,354 |
| | 2018 | | | $248,044 | | | — | | | — | | | $46,669 | | | $294,713 |
Ruth McCloud
Chief Operating Officer
| | | 2020 | | | $206,525 | | | $20,051 | | | $72,284 | | | $29,195 | | | $328,055 |
| | 2019 | | | $200,510 | | | $40,102 | | | — | | | $29,387 | | | $269,999 |
| | 2018 | | | $200,510 | | | — | | | — | | | $27,788 | | | $228,298 |
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| | Name and Principal Position
| |
| | Year
| |
| | Salary(1)
| |
| | Non-Equity
Incentive Plan
Compensation
| |
| | All Other
Compensation(2)
| |
| | Total
($)
| |
|
|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Wayne-Kent A. Bradshaw | | | | | 2015 | | | | $ | 400,000 | | | | | - | | | | $ | 31,200 | | | | $ | 431,200 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Chief Executive Officer | | | | | 2014 | | | | $ | 300,000 | | | | | - | | | | $ | 23,987 | | | | $ | 323,987 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 2013 | | | | $ | 275,000 | | | | | - | | | | $ | 22,652 | | | | $ | 297,652 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Brenda J. Battey(5) | | | | | 2015 | | | | $ | 221,815 | | | | $ | 44,363 | (3) | | | $ | 17,825 | | | | $ | 284,003 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Chief Financial Officer | | | | | 2014 | | | | $ | 201,650 | | | | $ | 35,490 | (4) | | | $ | 20,407 | | | | $ | 257,547 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 2013 | | | | $ | 96,057 | | | | | - | | | | $ | 8,360 | | | | $ | 104,417 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Norman Bellefeuille(6) | | | | | 2015 | | | | $ | 233,805 | | | | $ | 46,761 | (3) | | | $ | 18,210 | | | | $ | 298,776 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Chief Loan Officer | | | | | 2014 | | | | $ | 212,550 | | | | $ | 36,000 | (4) | | | $ | 20,922 | | | | $ | 269,472 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 2013 | | | | $ | 195,000 | | | | | - | | | | $ | 17,045 | | | | $ | 212,045 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Ruth McCloud(7) | | | | | 2015 | | | | $ | 189,000 | | | | $ | 37,800 | (3) | | | $ | 10,800 | | | | $ | 237,600 | | |
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| | | Chief Retail Banking Officer | | | | | 2014 | | | | $ | 90,692 | | | | $ | 15,840 | (4) | | | $ | 5,400 | | | | $ | 111,932 | | |
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(1)(1)
| Includes amounts deferred and contributed to the 401(k) Plan by the NEO. |
(2)
| Grant date fair value of RSU awards covering 97,195 shares of common stock in 2018 in lieu of cash bonus due to restrictions applicable to companies that participated in the United States Department of the Treasury’s Capital Assistance Program, and awards of 194,390 shares, 38,264 shares, 40,332 shares, and 32,603 shares of restricted stock awarded to Mr. Bradshaw, Ms. Battey, Mr. Bellefeuille, and Mrs. McCloud, respectively, pursuant to the LTIP in 2019 and awards of 37,371 shares, 16,173 shares, 17,048 shares and 13,781 shares of restricted stock awarded to Mr. Bradshaw, Ms. Battey, Mr. Bellefeuille, and Mrs. McCloud, respectively, pursuant to the LTIP in 2020. The restricted stock awards granted in 2019 and 2020 vest two years after the grant date. |
(3)
| The amounts shown represent the cash incentive compensation awards earned by the NEO under Broadway Federal Bank’s Incentive Plan for Management (“Incentive Plan”), based on the objective criteria established by the Broadway board of directors pursuant to the Incentive Plan at the beginning of each year and discretionary amounts as determined by the Broadway board of directors’ 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. |
(4)
| Includes amounts paid by Broadway to the 401(k) account of the NEO and allocations under Broadway’s Employee Stock Ownership Plan. Also includes perquisites and other benefits consisting of automobile and telephone allowances. |
(5)
| Through March 31, 2021. |
Employment Agreements
Each of Brenda Battey, Norman Bellefeuille, and Ruth McCloud serve in their current positions pursuant to employment agreements entered into by the Company and the Bank with the respective NEOs effective in May 2017 and subsequently amended in certain respects (as so amended, the “Employment Agreements’). The Employment Agreements provided for initial terms of employment of three years, subject to annual one-year extensions by mutual agreement of the parties. The Employment Agreements provided for the payment of annual base salaries, which are currently in the following amounts, subject in each case to annual review and possible increase by the Board: Ms. Battey $247,230; Mr. Bellefeuille $260,594; and Ms. McCloud $210,655.72. The Employment Agreements also provide for participation in the Bank’s Employee Stock Ownership Plan, eligibility to receive equity-based awards pursuant to the 401(k)Company’s Long Term Incentive Plan of such types and in such amounts as are determined by the namedBoard of the Company and eligibility to participate in all employee benefit plans applicable to senior executive officer.
(2)Includes amounts paidofficers, including the Bank’s annual cash incentive compensation 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.The Employment Agreements may be terminated by the Company with or without Cause (including failure by the Company to request an annual extension of an agreement’s term), may be terminated by the 401(k) accountNEO with or without Good Reason, and will also terminate in the event of the named executive officer,death or Disability (as defined in the employment
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agreements) of an NEO. “Cause” is defined in the Employment Agreements to include, among other reasons: failure substantially to perform the NEO’s duties, or material breach by the NEO of his or her employment agreement or any material written policy of the Company, in each case if not cured within 30 days after notice from the Board requiring such cure; willful violation of any law, rule or regulation (excluding traffic violations and estimated allocations under our Employee Stock Ownership Plan. Also includes perquisitessimilar offenses); entry of a final regulatory cease and desist order against the NEO; and other benefits consistingoffenses involving fraud, moral turpitude, or dishonesty involving personal profit. “Good Reason” is defined in the employment agreements to mean, among other events: demotion, or loss of title or authority, of an NEO; reduction of an NEO’s base salary; relocation of an NEO’s primary work location by more than 20 miles; or material breach of an NEO’s employment agreement by the Company.
In the event of any termination by the Company of an NEO’s employment, except termination for Cause, or by the NEO, the NEO would be entitled to receive all amounts accrued for payment to the NEO to the date of termination and not previously paid, including base salary, unreimbursed business expenses, vested amounts under the Company’s 401(k) Plan and other employee benefit plans (collectively, the “Accrued Obligations”). The NEO would also be entitled to continue to receive an amount equal to the NEO’s monthly base salary for a specified period (the “Severance Period”) and would continue during the Severance Period to be entitled to receive the NEO’s automobile allowance and telephone allowances.
(3)The amounts shown represent performance-based bonuses earnedpayment by the Company of the NEO’s life, long-term disability, medical and dental insurance premiums provided for in 2015 but paid in 2016.(4)The amounts shown represent performance-based bonuses earned in 2014 but paid in 2015.(5)Ms. Brenda J. Battey commenced herthe NEO’s employment agreement (such payments during the Severance Period being collectively referred to as the Company's Chief Financial Officer“Severance Payments”). The Severance Periods specified in June 2013.(6)the employment agreements for the respective NEOs are: Ms. Battey 24 months; Mr. Norman Bellefeuille commenced his30 months; and Ms. McCloud 18 months. In the event of termination for Cause, or due to death, the NEO or the NEO’s estate would only be entitled to receive payment of the Accrued Obligations for the NEO.The Employment Agreements provide that if the employment of an NEO is terminated by the Company without Cause or by the NEO for Good Reason within two years after a Change in Control of the Company has occurred, the NEO will be entitled to receive a single lump sum payment equal to the present value of the Severance Payments described above, subject to execution of a general release. The present value of the Severance Payments would be calculated using the Applicable Federal Rate published by the Internal Revenue Service from time to time. “Change in Control” is defined in the Employment Agreements to include: events that would be required to be reported as such pursuant to the Bank's Chief Loan OfficerExchange Act or federal banking laws and regulations; any person or entity acquiring beneficial ownership of 50% or more of the Company’s outstanding securities; and changes in July 2012.
(7)Ms. Ruth McCloud commenced her employmentthe composition of the Board that result, with certain exceptions, in directors who were members of the board as of the Bank's Chief Retail Banking Officer in July 2014.effective date of the Employment Agreements ceasing to constitute a majority of the board.The Employment Agreements contain post-employment non-solicitation provisions pursuant to which, for a period of twelve months following termination, the NEO 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.
The Bank'sBank’s Incentive Plan for Management ("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 25%, 40%, and 65%, respectively, of base salary for the CEO, and 20%, 35%, and 50%, 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
levelfinancial threshold of
financial performance by80% of the
BankBoard approved consolidated net earnings for the Incentive Plan year must be achieved.
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The Plan has two types of objectives. The first are Bank objectives which are set by For each year, the Board in advance of the Plan year. The second are individual objectives that are set by the CEO for Plan participants. Targets are established and weighted for each objective. Executives are advised in advance of the Plan year what they can achieve as a percent of their base salary if bonus targets are achieved. For 2015, the Board establishedestablishes specific objectives in the following areas:
Net Earnings
2.Safety and Soundness Ratings3.
Capital
Compliance
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Net Loan Growth
4.Asset Quality
At the end of the
Incentive Plan year, each goal
wasis assessed, and results calculated.
The Compensation and Benefits Committee, pursuant to the terms of the Incentive Plan, determined that the pre-established objectives for 2018 and 2019 were achieved at least in part, and those achievements were used by the Committee to determine the restricted stock awards that were granted in early 2019 and 2020. No cash bonuses were paid for 2018 and 2019 performance.
Restricted Stock Awards
Restricted stock awards totaling 84,373 shares were granted to the NEOs for the year ended December 31, 2019 in February 2020 as follows: 37,371 shares, 16,173 shares, 17,048 shares, and 13,781 shares were granted to Mr. Bradshaw, Ms. Battey, Mr. Bellefeuille, and Mrs. McCloud, respectively. These restricted stock awards became fully vested upon closing of the Merger with CFBanc on April 1, 2021. In February 2019, restricted stock awards totaling 305,589 shares were granted to the NEOs for performance in calendar 2018 as follows: 194,390 shares, 38,264 shares, 40,332 shares, and 32,603 shares were granted to Mr. Bradshaw, Ms. Battey, Mr. Bellefeuille, and Mrs. McCloud, respectively. These restricted stock awards were fully vested on February 26, 2021. There were no grants of restricted stock units or stock options to the NEOs for the years ended December 31, 2020.
Outstanding Equity Awards at December 31, 2020
The following table sets forth information concerning outstanding equity awards held by each
Named Executive OfficerNEO as of December 31,
2015.
Outstanding Equity Awards at December 31, 2015
2020.Wayne K. Bradshaw | | | — | | | — | | | — | | | — | | | 231,761 | | | $428,758 |
Brenda J. Battey | | | 120,000 | | | 30,000 | | | $1.62 | | | 02/24/26 | | | 54,437 | | | $100,708 |
Norman Bellefeuille | | | 160,000 | | | 40,000 | | | $1.62 | | | 02/24/26 | | | 57,380 | | | $106,153 |
Ruth McCloud | | | 80,000 | | | 20,000 | | | $1.62 | | | 02/24/26 | | | 46,384 | | | $85,810 |
(1)
| Options vest in equal annual installments on each anniversary date over a period of five years commencing on the date of grant. |
(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)
| There were no vested restricted stock awards as of December 31, 2020. For Mr. Bradshaw, 84% of the Restricted Stock Awards outstanding at December 31, 2021, vested on February 27, 2021, and the remaining 16 % had an original vesting date of February 26, 2022, but vested in full upon the closing of the Merger. For Ms. Battey, Mr. Bellefeuille, and Ms. McCloud, 70% vested on February 27, 2021, and the remaining 30% had an original vesting date of February 26, 2022 but vested in full upon the closing of the Merger. |
(5)
| Based upon a market value of $1.85 per share for the Company’s common stock as of December 31, 2020. |
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| | | | | | | | Option Awards | | |
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| | | Name | | | | | Number of Securities
Underlying Unexercised
Options (Exercisable) | | | | | Option
Exercise
Price | | | | | Option
Expiration
Date | | |
| | | | | | | | | | | | | | | | | | | | |
| | | Wayne K. Bradshaw | | | | | 75,000 | | | | $ | 4.98 | | | | | 03/18/19 | | |
| | | | | | | | | | | | | | | | | | | | |
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 transaction 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.
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Members of the Board
of Directors of Broadway Financial Corporation do not receive separate compensation for their service on the
Bank’s Board of
Directors of Broadway Federal Bank.Directors.
For the year ended December 31, 2015,2020, each member of the Board of Broadway Financial Corporation received $1,000 per meeting for attending monthly board meetings and special board meetings. The Chairman of the Board received an additional annual retainer of $10,000. Committee members received an additional annual retainer of $8,000.$8,000 and Committee ChairsChairpersons received an additional annual retainer of $6,000 for such service, except for the Corporate Governance Committee Chair, who received an additional annual retainer of $4,000.
TableOn April 21, 2021, the Board approved revised compensation terms for non-employee directors. Under the new terms, each non-employee director will receive an annual award of Contents
unrestricted shares of common stock of the Company valued at $7,500. The non-employee Chair of the Board will receive an annual cash leadership retainer of $10,000, payable quarterly in installments of $2,500 per quarter. The Lead Independent Director will receive an annual cash retainer of $9,000, payable quarterly in installments of $2,250 per quarter. All other non-employee directors will receive an annual retainer of $8,000, payable quarterly in installments of $2,000. The Chair of each of the Audit Committee, the Compensation and Benefits Committee, the Corporate Governance Committee, the Risk and Compliance Committee, the Internal Asset Review Committee, and the Directors Loan Committee shall receive an annual cash retainer of $6,000, payable quarterly in installments of $1,500. Each non-employee director shall receive a Board meeting fee of $1,000 for attendance at each regular meeting and duly-called special meeting of the Board, and will be paid a fee of $1,000 in August whether or not a meeting is held in August. In addition, each non-employee director shall receive an annual Committee Service Fee of $8,000, payable quarterly in installments of $2,000. No Director shall receive a payment in respect of any meeting that the Director does not attend, or any meeting that is cancelled.
The following table summarizes the compensation paid to non-employee directors for the year ended December 31, 2015.2020.
Robert C. Davidson | | | $35,000 | | | $7,500 | | | $578 | | | $43,078 |
Daniel Medina* | | | $29,000 | | | $7,500 | | | — | | | $36,500 |
Virgil Roberts* | | | $37,000 | | | $7,500 | | | — | | | $44,500 |
Dutch C. Ross III | | | $29,000 | | | $7,500 | | | — | | | $36,500 |
Erin Selleck* | | | $29,000 | | | $7,500 | | | — | | | $36,500 |
Jack T. Thompson | | | $23,000 | | | $7,500 | | | — | | | $30,500 |
| | | | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
|
|---|
| | | | | | | | | | | | | | | | | | | | |
| | Name
| |
| | Fees Earned
or Paid
in Cash(1)
| |
| | All Other
Compensation(2)
| |
| | Total
| |
|
|---|
| | | | | | | | | | | | | | | | | | | | |
| | | Kellogg Chan | | | | $ | 26,000 | | | | | - | | | | $ | 26,000 | | |
| | | | | | | | | | | | | | | | | | | | |
| | | Robert C. Davidson | | | | $ | 32,000 | | | | | - | | | | $ | 32,000 | | |
| | | | | | | | | | | | | | | | | | | | |
| | | A. Odell Maddox | | | | $ | 26,000 | | | | | - | | | | $ | 26,000 | | |
| | | | | | | | | | | | | | | | | | | | |
| | | Daniel Medina | | | | $ | 26,000 | | | | | - | | | | $ | 26,000 | | |
| | | | | | | | | | | | | | | | | | | | |
| | | Virgil Roberts | | | | $ | 34,000 | | | | | - | | | | $ | 34,000 | | |
| | | | | | | | | | | | | | | | | | | | |
| | | Erin Selleck | | | | $ | 11,000 | | | | | - | | | | $ | 11,000 | | |
| | | | | | | | | | | | | | | | | | | | |
*
| Former director whose position was terminated upon the closing of the Merger. |
(1)
| Includes payments of annual retainer fees, fees paid to chairpersons and members of Board committees, and meeting attendance fees. |
(2)
| The amounts shown reflect the aggregate fair value of stock awards of 5,155 shares of Broadway’s Voting Common Stock to each Director on the grant date of February 26, 2020, as determined in accordance with FASB ASC Topic 718. |
(3)
| Includes premiums paid for dental and vision insurance. |
(1)Includes payments of annual retainer fees, fees paid to chairmen and members of Board committees, and meeting attendance fees.(2)Includes premiums paid for medical, dental and group term life insurance.(3)Ms. Selleck was appointed to the Board effective May 20, 2015.
17
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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'sCompany’s current loan policy provides that all loans made by the Company or its
subsidiariessubsidiary to its directors and executive officers
and/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
wereare 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,
2015,2020, 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.
Employment Agreement for Brian Argrett
The Company and our President and Chief Executive Officer, Mr. Argrett, are parties to an employment agreement dated as of December 29, 2017, pursuant to which Mr. Argrett serves as our President and Chief Executive Officer. This agreement was assumed by the Company in the Merger. The current term of the agreement extends until December 31, 2022. The term of agreement may be extended, modified, or renewed upon written agreement of the parties. Under the agreement, Mr. Argrett receives a current base salary of $450,000, which is reviewed by the Board on an annual basis and may be increased at the Board’s discretion; an annual incentive bonus as determined by the Board; and deferred compensation determined by the Board (see “Nonqualified Deferred Compensation Plan for Brian Argrett” below). These determinations may be delegated to the compensation committee of the Board. Mr. Argrett is entitled to participate in the Company’s generally available employee benefit plans.
Mr. Argrett’s agreement contains post-employment noncompetition and nonsolicitation restrictions. Under such provisions, for a period of one year following his termination or the expiration of the agreement Mr. Argrett is prohibited from (i) calling upon for the purpose or with the intent of hiring any person who is or was within the 6 months preceding Mr. Argrett’s date of termination, a sales, or management employee of the Company or (ii) calling upon any person who is at that time or has been within the 12 months preceding Mr. Argrett’s date of termination, a customer or prospective customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company.
In the event of termination of Mr. Argrett’s agreement by the Company without cause, or if upon or following a change in control Mr. Argrett resigns with good reason as such terms are defined in the agreement, Mr. Argrett would be entitled to receive salary at his then-current rate of salary for a period of 18 months, subject to his timely execution and delivery of a general release.
Nonqualified Deferred Compensation Plan for Brian Argrett
On December 5, 2018, City First established a non-qualified deferred compensation plan that permits Mr. Argrett to defer receipt of a percentage of his salary. The Board determines in its sole discretion the percentage to be contributed each year. Mr. Argrett is the only participant of the plan.
Parents of Smaller Reporting Company
City First Enterprises is the owner of 6,622,236 shares of our Voting Common Stock, which represents approximately 15.16% of our Voting Common Stock outstanding. In addition, three members of our Board – Mr. Argrett, our President and CEO, Dr. Longbrake, and Mr. McGrady – are also members of the Board of Directors of City First Enterprises.
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DELINQUENT SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(A) REPORTS
Section 16(a) of the Exchange Act requires the Company'sCompany’s executive officers and directors, and persons who own more than 10% of the Company'sCompany’s Voting Common Stock, to report to the SEC their initial ownership of shares of the Company'sCompany’s common stock and any subsequent changes in that ownership. Specific due dates for these reports have been established by the SEC and any late filings or failures to file are to be disclosed in this Proxy Statement. Officers,The Company’s executive officers and directors, and greaterpersons who own more than 10% stockholdersof the Company’s Voting Common Stock are required by SEC rules to furnish the Company with copies of all forms that they file pursuant to Section 16(a) of the Exchange Act. BasedOn July 28, 2021, Mr. Argrett filed a Form 4 regarding the issuance of restricted shares of our Voting Common Stock to him on our reviewJuly 21, which filing was required under applicable regulations to have been made by the end of the reportssecond business day after the issuance. On August 19, 2021, City First Enterprises filed a Form 3 and a Form 4 relating to shares of Voting Common Stock issued in exchange for CFBanc Class A Common Stock in the Merger on April 1, 2021, which filings were required under Section 16(a) thatapplicable regulations to have been furnished to us, all such reports were filed on a timely basis duringmade by the last fiscal year.end of the tenth day and second business day, respectively, after the issuance.
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PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board has appointed Moss Adams LLP
("(“Moss
Adams"Adams”) as the
Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31,
2016.2021. This appointment is being submitted to the stockholders for their consideration and
ratification.ratification as a matter of good corporate governance. If the appointment of Moss Adams is not ratified by the stockholders, the Audit Committee will consider the
stockholders'stockholders’ vote in deciding whether to reappoint Moss Adams as independent registered public accounting firm in the future.
It is anticipated that representatives of Moss Adams will be present at the Annual Meeting. The Moss Adams representatives will be given an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions from
the stockholders. Moss Adams performed the independent audits of the
Company'sCompany’s consolidated financial statements for the fiscal years ended December 31,
20152020 and
2014.2019.The Board of Directors unanimously recommends that you vote "FOR"“FOR”
the proposal to ratify the appointment of Moss Adams LLP
as the Company's Company’s
independent registered public accounting firm.
Principal Accountant Fees and Services
The Audit Committee approves each engagement before the Company'sCompany’s independent accountants, Moss Adams, are engaged to render non-audit services for the Company or the Bank. No non-audit services were provided by Moss Adams for the years indicated, except as indicated in the table below. The Audit Committee also preapproved all of the audit and audit-related services provided by Moss Adams LLP for the years ended December 31, 20152020 and 2014 and by Crowe Horwath LLP for the first quarter of 2014. 2019.
The following table sets forth the aggregate fees billed to us by Moss Adams LLP and Crowe Horwath LLP for the years indicated.indicated, inclusive of out-of-pocket expenses.
Audit fees(1) | | | $214 | | | $197 |
Audit-related fees(2) | | | 16 | | | 12 |
Total fees | | | $230 | | | $209 |
| | | | |
| | 2015 | | 2014 |
|---|
| | (In thousands)
|
|---|
Audit fees(1) | | $ 171 | | $ 200 |
Audit-related fees(2) | | - | | 7 |
| | | | | |
Total fees | | $ 171 | | $ 207 |
| | | | | |
| | | | | |
| | | | | |
(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. |
(2)
| Consultation fees billed for professional services rendered for: a) on the then proposed Merger in 2020; b) the reviews of the valuation of the Company’s deferred tax assets in 2019. |
(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.(2)Consultation fees billed for professional services rendered for the review of the Recapitalization transactions described in the Company's Annual Report on Form 10-K and the Registration Statement on Form S-1 filed with the SEC by the Company relating to possible resales of common stock received by certain investors in the Recapitalization.
20
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PROPOSAL 3. ADVISORY (NON-BINDING) VOTE TO APPROVE
Our overall executive compensation program, as described in this Proxy Statement, is designed to pay for performance and directly
alignsalign the
interestinterests of our executive officers with the long-term interests of our stockholders.
Our stockholders are asked to vote to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with SEC
rules and the TARP rules of the U.S. Treasury Department.rules. Accordingly, stockholders will be asked at the Annual Meeting to vote on the following resolution:
"Resolved,
“Resolved, that the stockholders of Broadway Financial Corporation hereby approve the compensation of the Named Executive Officers as disclosed in the Summary Compensation Table of the Proxy Statement for the Annual Meeting pursuant to Item 402 of Regulation S-K.
"”
This vote will not be binding on the
Company'sCompany’s Board and may not be construed as overruling a decision by the Board or create or imply any additional fiduciary duty
onof the Board. Nor will it affect any compensation paid or awarded to any executive officer. The Compensation and Benefits Committee and the Board may, however, take
into account the outcome of the vote
into account when considering future executive compensation arrangements.
The Board of Directors unanimously recommends that you vote "FOR"“FOR” the approval,
on an advisory basis, of the compensation of our named executive officers
as disclosed in this Proxy Statement.
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STOCKHOLDER PROPOSALS FOR PRESENTATION
Any stockholder of the Company wishing to have a proposal considered for inclusion in the
Company's 2017Company’s 2022 proxy statement must set forth the proposal in writing and file it with the
Corporate Secretary of the Company on or before
January 20, 2017,May 12, 2022, or such
laterother date as may be designated by the Board if the
20172022 Annual Meeting of Stockholders (the
"2017“2022 Annual
Meeting"Meeting”) is
not held
in June.more than 30 days before or 30 days after the anniversary of the 2021 Annual Meeting (October 20, 2022). The Board will review any stockholder proposal that is filed as required and will determine whether such proposal meets applicable criteria for inclusion in the proxy statement
for, and for consideration at, the
20172022 Annual Meeting. Except for director nominations, any stockholder
may make anywishing to have a proposal
at the 2017 Annual Meeting and the same may be discussed and considered
but unless statedat the 2022 Annual Meeting must set forth the proposal in writing and
filedfile it with the
AssistantCorporate Secretary of the Company on or before
May 23, 2017,July 22, 2022 or,
such later date as may be designated by the Board if the
20172022 Annual Meeting is
not held
in June, such proposal may only be voted upon at a meeting held at leastmore than 30
days before or 60 days after the
anniversary of the 2021 Annual Meeting
ator, if later, 10 days following the day on which
itpublic disclosure of the date of the 2022 Annual Meeting is
presented.first made by the Company.
Under the Company's Bylaws,Company’s bylaws, stockholder nominations for election of directors at the 20172022 Annual Meeting may only be made pursuant to timely notice in writing received by the AssistantCorporate Secretary of the Company not lesson or before July 22, 2022 or, if the 2022 Annual Meeting is held more than 30 days before or 60 days nor more thanafter the anniversary of the 2021 Annual Meeting (October 20, 2022), the deadline is 90 days prior tobefore the anniversary2022 Annual Meeting or, if later, 10 days following the day on which public disclosure of the date of the previous year's annual meeting of stockholders to be considered.2022 Annual Meeting is first made by the Company. The notice must state the nominee'snominee’s name, age, business and residence addresses, and principal occupation or employment, and the class and number of shares of Common Stock beneficially owned by the nominee on the date of the notice. The required notice must also disclose certain information relating to the nominee of the type required to be disclosed in a proxy statement and in certain other filings under federal securities laws.
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ANNUAL REPORT AND FORM 10-K
The
Company's 2015Company’s 2020 Annual Report to Stockholders, which includes our
2020 Annual Report filed with the SEC on Form 10-K and contains the
Company'sCompany’s consolidated financial statements for the
yearyears ended December 31,
2015,2020 and 2019, accompanies this Proxy Statement.
Stockholders may obtain, without charge, a copy of the
Company'sCompany’s Annual Report on Form 10-K for the year ended December 31,
2015,2020, as filed with the SEC, without the accompanying exhibits, by sending a written request to Broadway Financial Corporation, 5055 Wilshire Boulevard, Suite 500, Los Angeles, California 90036, Attention:
Alice Wong.Audrey A. Phillips. Stockholders may obtain any of the exhibits that are referred to in the list of exhibits attached to the Annual Report on Form 10-K upon payment to the Company of the cost of furnishing them.
| | |
| | | BY ORDER OF THE BOARD OF DIRECTORS |
| |
| |
|
| | Alice Wong |
| | | Audrey A. Phillips
Assistant Vice President and Corporate Secretary
May 20, 2016 September 9, 2021 |
22
Appendix A
Audit Committee Charter
The Board of Directors ("Board") of Broadway Financial Corporation ("Company") has selected a subcommittee of independent directors to act on their behalf as the Audit Committee ("Committee"). As the Audit Committee, they have been delegated certain powers as defined herein.
I. Statement of Authority
The Board elected the Committee and empowered the group with oversight responsibility in order to ensure that the Company is consistently working to maintain and improve internal controls and financial reporting, as well as maintain compliance with all applicable laws and regulations. Through this charter, the Board delegates certain authority to the Committee to assist in fulfilling their oversight responsibilities.
To discharge its oversight responsibilities effectively, the Committee will maintain open lines of communication with the Board, the Company's management, the Internal Auditor, the Independent Accountants and External Auditor's contracted to assist in the monitoring responsibilities assigned.
The Board recognizes that an informed, vigilant Audit Committee represents an effective influence for monitoring and evaluating adherence to internal operating and accounting controls along with fair and complete financial reporting as established by the Company's management and as reported by the Independent Accountants and the Internal Auditor. The members of the Committee are charged with the same duty of good-faith, diligence, care and skill expected of them as Directors of the Company.
II. Organization
1.The Committee shall be composed of three members, and not less than three outside directors who are independent of the Company's management. The members of the Committee shall be elected by the Board for a one-year term. All vacancies in the Committee are to be filled by the Board to complete the unexpired term.
2.The Committee shall have a Chairman, elected by the Board. The Chairman shall call meetings, determine who shall attend, preside at each meeting of the Committee and appoint a secretary who shall keep a record of the Committee's proceedings.
3.The Committee shall meet monthly to review the activities and reports of the Internal Auditor, and other matters requiring consideration by the Committee. The Committee Chairman may call other meetings during the year as deemed necessary and prudent.
4.The Committee shall meet privately with the Internal Auditor at each Committee meeting. The Committee shall meet with Officers and Management when they are invited by the Committee for reviews and confirmation of responses.
5.The Committee shall report its significant activities to the full Board at least monthly, to keep the Board informed of Committee activities, their findings and their respective resolution.
III. Duties and Responsibilities
The Committee shall be responsible for overseeing the Company's internal operation and accounting controls. To this end, the Committee has been charged with the following duties and responsibilities.
1.Provide an open avenue of communication between the Internal Auditor, the Office of the Comptroller of the Currency (OCC), and the Board.
2.Review the Committee's charter annually, and update as changes are deemed necessary to clarify the duties of the Committee in order to maintain compliance with an applicable laws and regulations.
3.Recommend to the Board the employment of all Independent Accountants to be nominated, approve the compensation of the Independent Accountant, and review and recommend the discharge of the Independent Accountants.
4.Determine the appointment, replacement, reassignment, or dismissal of the Internal Auditor.
5.Confirm and assure the independence of the Internal Auditor and the Independent Accountant, including a review of management consulting services and related fees provided by the Independent Accountant.
6.Inquire of management, the Internal Auditor, OCC and the Independent Accountant in regards to significant risks or exposures. Assess the steps management has taken to minimize such risk to the company.
7.In consultation with the Independent Accountant and the Internal Auditor, determine the annual audit scope and annual audit plan of the Internal Auditor and the Independent Accountant.
8.Consider with management and the Board, the rationale for employing audit firms other than the principal Independent Accountant.
9.Review with the Internal Auditor the coordination of audit effort reduction of redundant efforts and the effective use of audit resources.
10.Consider and review with the Independent Accountant and the Internal Auditor:
•The adequacy of Company's internal controls including computerized information system controls and security.
•Any related significant findings and recommendations of the Independent Accountant and Internal Auditor together with management's responses thereto.
11.Review with management and the Independent Accountant those reports as set forth in the requirements of the Federal Deposit Insurance Corporation. Improvement Act of 1991 ("FIDICIA") in. 1.2 CFR Part 363, Annual Independent Audit and Reporting Requirements:
•The Company's annual financial statements and related footnotes.
•The Independent Accountant's audit of the financial statements and his or her report thereon.
•Any significant changes required in the Independent Accountant's audit plan.
•Any serious difficulties or disputes with management encountered during the course of the audit.
•Other matters related to the conduct of the audit communicated to the Committee under generally accepted auditing standards.
12.Consider and review with management and the Internal Auditor:
•Significant findings during the year and managements responses thereto.
•Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information.
•Any changes required in the planned scope of their audit plan.
•The internal audit department staffing.
•Internal Audit's compliance with The IIA's Standards for the Professional Practice of Internal Auditing (Standards).
13.Review filings with OCC and other published documents containing the company's financial statements and consider whether the information contained in these documents was consistent with the information contained in the financial statements.
14.Review with management and the Internal Auditor the interim financial reports that are filed with the OCC or other regulators.
15.Review policies and procedures with respect to officers' expense accounts and pre-requisites, including their use of corporate assets, and consider the results of any review of these areas by the Internal Auditor or the Independent Accountant.
16.Review with the Internal Auditor the results of the review of the Bank's compliance with the Bank's code of conduct.
17.Review legal and regulatory matters that may have a material impact on the financial statements, related Bank compliance policies and programs and reports received from regulators.
18.Meet with the Internal Auditor and the Independent Accountant, and management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Committee.
19.Report Committee actions to the Board with such recommendations as the Committee may deem appropriate.
20.The Committee shall have the power to conduct or authorize investigations into any matters within the Committee's scope of responsibilities. The Committee shall be empowered to retain independent counsel, accountants or others to assist in the conduct of any investigation.
21.The Committee will perform such other functions as assigned by law, the Company's charter or by-laws, or as assigned by the Board.
IV. Objectives and Scope
A.Reviewing and evaluating existing accounting, financial, data processing, and operating controls that is established by the Board.
B.Determining the extent of compliance with regulations achieved in Management's plans, policies and procedures.
C.Reviewing operations or systems to determine whether results are consistent with the objectives and goals of the Board and Management.
D.Assist Management by recommending standards of controls for systems or reviews of policies and procedures before implementation.
E.Determining the extent to which Management properly accounts for and safeguards assets.
F.Conducting special audits or reviews as a result of Board or Management requests.
G.Evaluating the adequacy and reliability of information and communication within the Bank for Management's use.
H.Insure that caution was taken and audit activities are performed in a manner consistent with 'The Standards for the Professional Practice of Internal Auditing," promulgated by the Institute of Internal, Internal Auditors and as directed by the Charter.
I.Coordinating the relationship between internal and external audits.
J.Determine if reasonable efforts have been made to clear audit exceptions by requiring that responses to audits are in writing. The reply should address corrective action taken or to be taken to all recommendations or, if not in agreement with the recommendation the justification for the difference in opinion.
K.If an audit has been conducted, and the audited entity(ies) has/have failed to respond timely to the audit inquiry or failed to take reasonable steps to clearing an audit exception, the Committee recommends note of the incident be incorporated in the employee's personnel file.
The Internal Auditor will incorporate these overall objectives into efficient and comprehensive audit programs which will be developed for each area examined. The Internal Auditor will consider the adequacy of existing internal controls in determining the nature, timing, and extent of audit procedures.
V. Independence
Independence is essential to the effectiveness of internal auditing. This independence is obtained primarily through the Audit Charter and the Board of Directors.
The organizational structure of the internal auditing function and the supports accorded to it by the Board and Management are major determinants of effectiveness and value. The Internal Auditor,
therefore, reports to the Audit Committee of the Board whose authority assures both a broad range of audit coverage and the adequate consideration of an effective action on the audit findings and recommendations.
Administratively, the Internal Auditor reports to the President/ CEO.
The Board of Directors amended and approved this Charter on April 29, 2015.
Appendix B
Compensation Committee Charter
PURPOSE
The Board of Directors of Broadway Federal Bank (the "Company") has delegated to the Compensation Committee strategic and administrative responsibility on a broad range of overall Company compensation, benefits and stock option issues.
The Compensation Committee is responsible for the review and reporting to the Board of Directors on all executive compensation matters that impact the Company and its subsidiaries.
It is the Committee's responsibility to ensure that the Chief Executive Officer, other officers and key management of the Company are compensated in a manner that will attract, motivate and retain the best possible management team for the shareholders of the Company.
It is the Committee's responsibility to ensure that compensation paid is consistent with the strategic goals of the Company; is based on performance against predetermined goals; is internally equitable and competitive, and is consistent with all regulatory requirements.
The Committee is also responsible for the communication to shareholders regarding the Company's compensation philosophy and the reasoning behind its compensation policies by producing an annual report on executive compensation for inclusion in the Company's proxy statement in accordance with the rules and regulations of the Securities and Exchange Commission.
COMMITTEE MEMBERSHIP
The Committee will be comprised of a minimum of three outside directors. Members shall be appointed annually by the Board and shall serve at the pleasure of the Board and for such term or terms as the Board may determine. Members will not be officers or employees of the company (or an individual who has served in that capacity during the past three years).
MEETINGS AND STRUCTURE
The Committee will meet on a regular basis. Special meetings of the Committee may be called if warranted, and actions may be taken by unanimous written consent when deemed necessary or desirable by the Committee or its chairperson.
The Committee may invite, consistent with maintaining confidentiality of its discussions, any other person the Committee or its chairperson deems necessary or desirable to assist the Committee in its deliberations.
COMMITTEE RESPONSIBILITIES
1.The Committee shall review the compensation strategy for the Company on an annual basis. The Committee shall have a strategy in place for base salary, bonus (short term incentive), equity (long term incentive) and benefits. The primary goal of the compensation strategy is to insure that the
9.The Committee will review with the CEO matters relating to management succession, bench strength and organizational development.
10.The Committee will review and approve the Company's annual salary increase budget and any policy issues related to the administration of the Company's salary or benefit programs.
11.The Committee will prepare required reports for the Board of Directors.
12.In consultation with management, the Committee will oversee regulatory compliance with respect to compensation matters, including overseeing the Company's policies on structuring compensation programs to preserve tax deductibility.
13.The Committee will consider and recommend to the Board for approval corporate title appointments of Senior Vice Presidents and above.
14.The Committee will review and make recommendations to the Board to ensure the adequacy and appropriateness of Director compensation and benefits.
15.The Committee will semi-annually review executive and all incentive compensation to ensure compliance with TARP and to make sure the plans do not encourage "unnecessary or excessive" risk taking.
16.The Committee will annually certify to the Department of Treasury the Bank's compliance with TARP regulations.
17.The Committee will annually develop a non-binding shareholder "Say on Pay" vote.
18.The Committee will meet annually with executives and incentive plan participants and state the Board's strong views against "excessive and unnecessary" risk taking. Committee will ensure all plan participants sign the TARP waiver form.
19.The Committee will manage the CD&A disclosure as it relates to compensation consultant disclosure and disclosure of all perquisites totaling over $25,000.
20.The Committee may retain its own outside experts for advice on any matter under review, as the Committee may deem necessary or appropriate and without seeking approval of the Board or Management.
21.The Committee shall perform any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the Company's compensation programs.
The Board of Directors amended and approved this Charter on January 27, 2016.
Appendix C
Corporate Governance Committee Charter
The Board of Directors ("Board") of Broadway Financial Corporation ("Company") has elected a committee of the Directors to act on their behalf as the Corporate Governance Committee ("Committee"). The Committee has been delegated certain powers by the Board as defined herein.
I. STATEMENTTABLE OF AUTHORITY
The Board elected and empowered the Committee to function as the Corporate Governance Committee of the Board and to manage the nomination process for candidates for election to the Board. Through this charter, the Board delegates certain authority to the Committee to assist with the fulfillment of the Committee's responsibilities.
To discharge its responsibilities effectively, the Committee will maintain open lines of communication with the Board, the Company's management, and shareholders. The members of the Committee are charged with the same duty of care, good faith, diligence and skill expected of them as Directors of the Company.
II. ORGANIZATION
The Committee shall be composed of three members who are independent of the Company's management. The Board shall elect the members of the Committee for a one-year term. All vacancies in the Committee are to be filled by the Board to complete the unexpired term.
The Board shall designate the Chair of the Committee. The Chair shall call meetings, determine who, in addition to members of the Committee, shall attend, preside at each meeting of the Committee, and appoint a secretary who shall keep a record of Committee proceedings.
The Committee shall meet at least quarterly to conduct and manage the nomination process for Directors, and the Chair may call other meetings of the Committee during the year, as the Chair deems necessary and prudent.
The Committee shall report its significant actions and activities to the full Board to keep the Board informed of the Committee's findings, actions and activities.
III. DUTIES AND RESPONSIBILITIES
CONTENTS3.The Committee will consider, using the same criteria as for other candidates, Director Candidates recommended by shareholders in accordance with the procedures stated in the Company's bylaws.
4.The Committee will direct disclosure of the Committee's charter on the Company's website or as an appendix to the Company's proxy statement at least once every three years in accordance with the rules of the Securities and Exchange Commission.
5.The Committee will monitor the terms and performance of Board Members.
6.The Committee will provide a self-examination of the performance for existing Directors on an annual basis.
Nominees for election to the Board should have more than one of the following qualifications:
1.Be familiar with the Company's business and the business of the Company's bank subsidiary, Broadway Federal Bank ("Bank").
2.Have a successful career and be familiar with and knowledgeable of the market and communities in which the Bank operates.
3.Understand financial statements, budgeting and strategic planning.
4.Provide occupational, gender and/or ethnic diversity to the Board.
5.Understand the operation and scope of laws, regulations and contract obligations applicable to the Company and the Bank.
6.Have established a reputable business reputation and network of contacts within the market in which the Bank operates, and the capacity to bring new business to the Bank.
7.Willingness and ability to commit time to prepare for and attend Board and committee meetings.
The Board of Directors amended and approved this Charter on July 29, 2015.
MMMMMMMMMMMM . MMMMMMMMMMMMMMM C123456789 Broadway Financial Corporation 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. 1. To elect two directors of the Company to serve until the Annual Meeting of Stockholders to be held in the year 2019 and until their successors are elected and have been qualified. + 01 - Robert C. Davidson 02 - Dutch C. Ross III 01 02 For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees ForAgainst Abstain ForAgainst Abstain 2. To ratify the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for 2016. 3. To cast an advisory (non-binding) vote on executive compensation. 4. To consider such other business as may properly come before and be voted upon by the stockholders at the Annual Meeting of Stockholders or any postponement or adjournment thereof. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MMMMMMMC 1234567890 J N T 8 8 1 2 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 1 U P X2 7 02CNRA MMMMMMMMM B A Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION
. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — BROADWAY FINANCIAL CORPORATION + REVOCABLE PROXY FOR THE ANNUAL MEETINGTABLE OF STOCKHOLDERS TO BE HELD JUNE 22, 2016 THE BOARD OF DIRECTORS IS SOLICITING THIS PROXY I/we hereby constitute and appoint Wayne-Kent A. Bradshaw, with full power of substitution, as my/our attorney, agent and proxy, to attend and act as proxy at the 2016 Annual Meeting of Stockholders of Broadway Financial Corporation, which will be held at its principal executive offices, 5055 Wilshire Boulevard, Suite 500, Los Angeles, California 90036, on Wednesday, June 22, 2016 at 2:00 p.m., and at any postponement or adjournment thereof, and to vote as I/we have indicated the number of shares which I/we would be entitled to vote if personally present. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AND “FOR” EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE SIDE HEREOF. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, IT WILL BE VOTED “FOR” THE ELECTION OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AND “FOR” EACH OF SUCH OTHER PROPOSALS. I/we hereby ratify and confirm all that said attorneys and proxies, or any of them, or their substitutes, shall lawfully do or cause to be done because of this proxy, and hereby revoke any and all proxies I/we have given before to vote at the meeting. I /we acknowledge receipt of the Notice of Annual Meeting and the Proxy Statement which accompany the notice (the “Annual Meeting Proxy Statement”). (continued and to be signed on the reverse side) Non-Voting Items Change of Address — Please print new address below. + C
CONTENTS
MMMMMMMMMMMM . Broadway Financial Corporation Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3. 1. To elect two directors of the Company to serve until the Annual Meeting of Stockholders to be held in the year 2019 and until their successors are elected and have been qualified. + 01 - Robert C. Davidson 02 - Dutch C. Ross III 01 02 For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees ForAgainst Abstain ForAgainst Abstain 2. To ratify the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for 2016. 3. To cast an advisory (non-binding) vote on executive compensation. 4. To consider such other business as may properly come before and be voted upon by the stockholders at the Annual Meeting of Stockholders or any postponement or adjournment thereof. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 2 7 8 8 1 2 2 02CNSA MMMMMMMMM B A Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION
. q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — BROADWAY FINANCIAL CORPORATION REVOCABLE PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 22, 2016 THE BOARD OF DIRECTORS IS SOLICITING THIS PROXY I/we hereby constitute and appoint Wayne-Kent A. Bradshaw, with full power of substitution, as my/our attorney, agent and proxy, to attend and act as proxy at the 2016 Annual Meeting of Stockholders of Broadway Financial Corporation, which will be held at its principal executive offices, 5055 Wilshire Boulevard, Suite 500, Los Angeles, California 90036, on Wednesday, June 22, 2016 at 2:00 p.m., and at any postponement or adjournment thereof, and to vote as I/we have indicated the number of shares which I/we would be entitled to vote if personally present. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AND “FOR” EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE SIDE HEREOF. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, IT WILL BE VOTED “FOR” THE ELECTION OF THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS AND “FOR” EACH OF SUCH OTHER PROPOSALS. I/we hereby ratify and confirm all that said attorneys and proxies, or any of them, or their substitutes, shall lawfully do or cause to be done because of this proxy, and hereby revoke any and all proxies I/we have given before to vote at the meeting. I /we acknowledge receipt of the Notice of Annual Meeting and the Proxy Statement which accompany the notice (the “Annual Meeting Proxy Statement”). (continued and to be signed on the reverse side)
