BYFC.NASDAQBroadway Financial CORP De
10-K/A: Broadway Financial Corporation Files Amendment to 10-K to Include Part III Information
Sentiment:
Form 10-K/A Amendment
Broadway Financial Corporation files an amendment to its annual report on Form 10-K to include information required by Part III, as the proxy statement for the 2025 Annual Meeting of Stockholders will not be filed within 120 days after the end of the company's 2024 fiscal year.
Summary
- Broadway Financial Corporation filed an amendment to its Form 10-K for the fiscal year ended December 31, 2024.
- The amendment includes information required by Part III of Form 10-K, which pertains to directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees.
- The reason for filing the amendment is that the company's proxy statement for the 2025 Annual Meeting of Stockholders will not be filed within 120 days after the end of the 2024 fiscal year.
- The document provides details on the company's directors, including their experience, qualifications, and committee memberships.
- Executive compensation information is provided for the CEO and other highly compensated executive officers, including salary, stock awards, and incentive plan compensation.
- The document also includes information on security ownership, equity compensation plans, related transactions, and director independence.
- Principal accountant fees and services are disclosed, along with a list of exhibits.
- The filing includes certifications from the CEO and CFO regarding the accuracy and completeness of the report.
Sentiment
Score: 7
Explanation: The document is factual and informative, providing necessary details about the company's governance and compensation. The sentiment is neutral to slightly positive due to the comprehensive disclosure.
Positives
- The document provides detailed information about the company's directors and executive officers, including their qualifications and experience.
- Executive compensation is clearly disclosed, including salary, stock awards, and incentive plan compensation.
- The company has adopted a Code of Ethics and an insider trading policy to promote compliance with regulations.
- The Audit Committee is composed of independent directors and has a financial expert.
- The company has a clawback policy in place to recover excess incentive-based compensation in the event of an accounting restatement.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Mary Hentges | March 5, 2025 | Appointment to the Board | |
| Chief Financial Officer | Zakariya H. Ibrahim | May 2024 | New Hire | |
| Executive Vice President, General Counsel and Chief Risk Officer | Elizabeth Sur | May 2024 | New Hire | |
| Chief Operating Officer | Ruth McCloud | March 31, 2025 | Retirement |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clawback Policy | The Company adopted a clawback policy intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. | October 2023 | In the event the Company is required to prepare an accounting restatement of the Company's financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will seek to recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including our named executive officers, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. |
Related Party Transactions
- Transactions by us with related persons are subject to formal written policies, as well as regulatory requirements and restrictions.
- The Companys current loan policy provides that all loans made by the Company or its subsidiary to its directors and executive officers or their associates must be made on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with other persons of similar creditworthiness who are not related to the Company and must not involve more than the normal risk of collectability or present other unfavorable features.
- As of December 31, 2024, the Company did not have any loans to related parties or affiliates.
- 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.
Key Dates
| Date | Description |
|---|---|
| 1978 | Robert C. Davidson, Jr. founded Surface Protection Industries |
| 1981 | Wayne-Kent A. Bradshaw became Chief Deputy Superintendent for the California State Banking Department |
| 1989 | Wayne-Kent A. Bradshaw became President and Chief Executive Officer of Los Angeles-based Family Savings Bank |
| 1996 | Dutch C. Ross III became President and Chief Executive Officer of Economic Resources Corporation (ERC) |
| 1997 | David J. McGrady became a director of CFBanc |
| 2003 | Robert C. Davidson, Jr. became a director of Broadway Financial Corporation |
| 2003 | Wayne-Kent A. Bradshaw was the Regional President for Community and External Affairs of Washington Mutual Bank |
| 2009 | Wayne-Kent A. Bradshaw joined Broadway Financial Corporation as President and Chief Operating Officer |
| 2011 | Brian E. Argrett became Director, President and Chief Executive Officer of CFBanc |
| 2011 | William A. Longbrake became a director of CFBanc |
| 2012 | Wayne-Kent A. Bradshaw was appointed Chief Executive Officer of Broadway Financial Corporation |
| 2012 | Wayne-Kent A. Bradshaw was elected to serve as a director of both the Company and Broadway Federal Bank |
| 2014 | Marie C. Johns became a Director of CFBanc |
| 2016 | Dutch C. Ross III has served on the Board since 2016 |
| 2017 | Ruth McCloud entered into an employment agreement with the Company and the Bank effective in May 2017 |
| April 1, 2021 | Broadway Federal merged with and into City First |
| November 17, 2021 | Brian Argrett Employment Agreement effective date |
| January 1, 2022 | Non-employee directors of the Company are entitled to a quarterly fee of $12,500 |
| August 2022 | LaShanya Washington became Senior Vice President, Deputy Chief Credit Officer |
| August 2022 | Mary Ann Donovan has served as President and Chief Executive Officer of Raza Development Fund |
| April 1, 2023 | Brian E. Argrett became Chair of the Company and the Bank |
| April 2023 | LaShanya Washington became Executive Vice President, Chief Credit Officer of the Company |
| April 2023 | Sonja S. Wells became Executive Vice President, East Commercial Regional Executive of the Company, and of the Bank |
| February 2023 | John Tellenbach became Executive Vice President, West Commercial Regional Executive of the Company |
| May 2024 | Zakariya H. Ibrahim became Executive Vice President and Chief Financial Officer of the Company |
| May 2024 | Elizabeth Sur became Executive Vice President, General Counsel and Chief Risk Officer of the Company and Bank |
| March 5, 2025 | Mary Hentges was appointed to the Board |
| March 21, 2025 | As of this date, 6,022,227 shares of the registrants Class A voting common stock, 1,425,574 shares of the registrants Class B non-voting common stock and 1,672,562 shares of the registrants Class C nonvoting common stock were outstanding. |
| March 31, 2025 | Ruth McCloud retired |
| April 30, 2025 | As of this date, we had 6,133,044 shares of Voting Common Stock outstanding and 9,231,180 total Common Stock outstanding. |
Keywords
directors, executive compensation, corporate governance, financial statements, Form 10-K, audit fees, stock ownership, Broadway Financial Corporation
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