UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
X
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
BAYFIRST FINANCIAL CORP.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
X
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transactions applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
BAYFIRST FINANCIAL CORP.
700 Central Avenue
St. Petersburg, Florida 33701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2024
Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of BayFirst Financial Corp. (the “Company”) will be held at the St. Petersburg Marriott Clearwater, 12600 Roosevelt Boulevard North, St. Petersburg, Florida 33716, on Thursday, May 16, 2024, at 4:30 p.m., Eastern Time.
The Annual Meeting is being held for the following purposes:
1.
Election of Directors.
To consider and vote upon a proposal to elect 12 directors of the Company who shall serve as directors until the expiration of their respective terms or until their successors have been duly elected and qualified.
2.
Adjournment.
To consider and vote upon the adjournment of the Annual Meeting to solicit additional proxies in the event there is an insufficient number of votes to approve Proposal 1.
The Board of Directors has fixed the close of business on March 25, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only holders of record of the common stock of the Company at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
The Board of Directors recommends that you vote in favor of all proposals. If you do not indicate a voting preference, the proxy holders will vote in accordance with the Board of Director’s recommendations. The Board of Directors knows of no additional business that will be brought up for consideration at the Annual Meeting. However, submitting a proxy by mobile voting, internet, or by mail, confers discretionary authority on the proxy holders to vote your shares in accordance with their best judgment on any other business that may properly come before the Annual Meeting, or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Anthony Saravanos Thomas G. Zernick
Chair of the Board Chief Executive Officer
St. Petersburg, Florida
April 5, 2024
1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
In accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of proxy materials to each shareholder of record or beneficial owner of shares, we are furnishing proxy materials, including this proxy statement, to our shareholders via the Internet. If you want to receive a paper copy of these documents or documents for all future shareholder meetings, you must request one. There is no charge to you for requesting a copy. Please make your request by contacting Continental Stock Transfer & Trust Company, by phone at (917) 262-2373 or email at cst_proxy@continentalstock.com on or before May 3, 2024 to facilitate timely delivery. You will not otherwise receive a paper copy of these documents.
We have mailed a Notice of Internet Availability of Proxy Materials (“Notice”) to you, which will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you as to how you may submit your proxy via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials.
The Notice will be available to shareholders on or about April 5, 2024.
EVEN IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO SUBMIT A PROXY BY MOBILE VOTING, INTERNET, OR MAIL, BY COMPLETING, SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
2
PROXY STATEMENT
BAYFIRST FINANCIAL CORP.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2024
General
Our Board of Directors (the “Board”) has made this proxy statement and accompanying proxy card available to you on the Internet or, upon your request, has delivered such materials to you in printed form. We are distributing these materials in connection with the Board’s solicitation of proxies for use at the BayFirst Financial Corp. (the “Company”) 2024 Annual Meeting of shareholders (the “Annual Meeting”) to be held at 4:30 p.m., Eastern Time, on Thursday, May 16, 2024, at the St. Petersburg Marriott Clearwater, 12600 Roosevelt Boulevard North, St. Petersburg, Florida 33716, as set forth in the Notice of Internet Availability of Proxy Materials that we mailed to you on or about April 5, 2024 (the “Notice”).
This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. We encourage you to read it carefully. In this proxy statement, the terms “we,” “our,” “ours,” “us,” “BayFirst” and the “Company” refer to BayFirst Financial Corp. The terms “BayFirst Bank” or the “Bank” refer to our wholly-owned subsidiary, BayFirst National Bank.
Purpose
The purposes of the Annual Meeting are to:
(1) elect as directors the 12 nominees named in these proxy materials;
(2) adjourn the Annual Meeting to solicit additional proxies in the event there is an insufficient number of votes to approve Proposal 1; and
(3) consider other business as may properly come before the Annual Meeting or any adjournment of the meeting.
We do not know of any business that will be presented for consideration at the Annual Meeting other than the matters described above and in this proxy statement.
Voting
The Board set March 25, 2024, as the record date for the Annual Meeting. Holders of shares of our common stock at the close of business on the record date are entitled to attend the Annual Meeting and vote on the proposals presented. Each share of our common stock is entitled to one vote. Shareholders do not have cumulative voting rights. There were 4,134,914 shares of common stock outstanding on the record date. The presence of holders of a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum. We will count abstentions and broker non-votes, which are described below, in determining the number of shares present at the Annual Meeting for the purpose of determining the presence of a quorum.
Many of our shareholders hold their shares through a bank, broker, or other nominee rather than directly in their own name. If you hold our shares in “street name” through a bank, broker, or other nominee, you are considered to be the beneficial owner of those shares held in street name, and your bank, broker, or other nominee, who is considered the shareholder of record with respect to those
3
shares, is forwarding these materials to you. As the beneficial owner of shares held in street name, you have the right to direct your bank, broker, or other nominee how to vote. As the beneficial owner of shares held in street name, you are also invited to attend the Annual Meeting. However, since your bank, broker, or other nominee, and not you, is the shareholder of record, you may not vote shares held in street name in person at the Annual Meeting unless you obtain a signed “legal proxy” from your bank, broker, or other nominee giving you the right to vote the shares. Your bank, broker, or other nominee has enclosed or provided with this proxy statement a voting instruction card for you to use to direct your bank, broker, or other nominee how to vote your shares.
If a share is represented for any purpose at the Annual Meeting by the presence of the registered owner of that share or a person holding a valid proxy for the registered owner of that share, it is deemed to be present for the purpose of establishing a quorum. Therefore, valid proxies which are marked “Abstain” or “Withhold” or as to which no vote is marked, including broker non-votes (which are described below), will be included in determining the number of votes present or represented at the Annual Meeting. When you sign the proxy card or submit your vote via the Internet or by mobile, you appoint Thomas G. Zernick and Anthony Saravanos as your representatives at the Annual Meeting. Mr. Zernick and Mr. Saravanos will vote your proxy as you have instructed on the proxy card. If you submit a proxy but do not specify how you would like it to be voted, Mr. Zernick and Mr. Saravanos will vote your proxy for the proposals described herein. We are not aware of any other matters to be considered at the Annual Meeting. However, if any other matters come before the Annual Meeting, Mr. Zernick and Mr. Saravanos will vote your proxy on such matters in accordance with their judgment.
Broker Non-Votes
A broker non-vote occurs when a bank, broker, or other nominee submits a proxy card with respect to shares it holds in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a particular matter. This is typically because the bank, broker, or other nominee has not received voting instructions from the beneficial owner. Under the rules that govern banks, brokers, or nominees who are voting with respect to shares held in street name, banks, brokers, or nominees have the discretion to vote such shares on routine matters, but not on non-routine matters. The ratification of independent auditors is a routine matter. The election of directors is a non-routine matter.
Revoking a Proxy
You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. If you are the record holder of the shares, you may do this by: (a) signing and delivering another proxy with a later date; (b) voting in person at the Annual Meeting; or (c) voting again via the Internet or by mobile prior to 11:59 p.m. Eastern Time on May 15, 2024. If your shares are held by your bank, broker, or other nominee, you must follow the instructions provided by your bank, broker, or other nominee.
Solicitation of Proxies
Solicitations of proxies may be made in person or by mail, mobile, Internet, or other means. We are paying for the costs of preparing and mailing the proxy materials and of reimbursing brokers and others for their expenses of forwarding copies of the proxy materials to our shareholders. Our
4
directors, officers, and employees may assist in soliciting proxies but will not receive additional compensation for doing so.
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees And Vote Required to Elect Nominees
Our Board currently has the following 12 members, each serving a one-year term.
Derek S. Berset
Mark S. Berset
Dennis R. DeLoach, III
Alexander Harris
Tarek Helal
Anthony N. Leo
Christos Politis, M.D.
Anthony Saravanos
Bradly W. Spoor
Sheryl WuDunn
Thomas G. Zernick
Barbara J. Zipperian
Anthony Saravanos serves as Chair of the Board. In connection with our initial Nasdaq listing, the Board adopted a Code of Ethics applicable to directors, officers, and employees on July 27, 2021, which complies with Nasdaq rules and the Sarbanes-Oxley Act. There are no arrangements or understandings between any of the directors and any other person pursuant to which he or she was selected as a director.
The Nominating Committee of the Board has proposed these 12 individuals to serve as directors until the 2025 Annual Meeting. The Board unanimously recommends that the shareholders of the Company vote in favor of the election of each of the nominated directors.
If a quorum is present, the directors will be elected by a plurality of the votes cast at the Annual Meeting. This means that the nominees receiving the highest number of votes will be elected directors. Abstentions, broker non-votes, and the failure to return a signed proxy will have no effect on the outcome of the vote on this matter. If you submit a proxy but do not specify how you would like it to be voted, Mr. Zernick and Mr. Saravanos will vote your proxy to elect the 12 director nominees. If any of these nominees is unable or fails to accept nomination or election (which we do not anticipate), Mr. Zernick and Mr. Saravanos will vote instead for a replacement to be recommended by the Board, unless you specifically instruct otherwise in your proxy.
Director Independence
Under Nasdaq rules, independent directors must comprise a majority of our Board within a specified period of time of our initial rules. Those rules, as well as those of the SEC, impose several other requirements with respect to the independence of our directors. Our Board has evaluated the independence of its members based upon Nasdaq and SEC rules. Applying these standards, our Board has affirmatively determined that a majority of the members of the Board are independent directors under the applicable rules. We have determined that Dr. Politis is not an independent
5
director under the applicable rules because the Bank rents its main office from a company affiliated with Dr. Politis’s father. Mr. Zernick does not qualify as an independent director because he is an executive officer of both the Company and the Bank. Mr. Leo does not qualify as an independent director because he was the CEO of the Bank and the Company until December 31, 2023 and is an employee of the Bank serving as special advisor.
Information about Directors
Biographical information regarding each director is below.
Derek S. Berset,
age 47, is an owner of Comegys Insurance Agency, Inc., a family owned and operated retail insurance agency that has served the west coast of Florida for over 75 years. Mr. Berset is also the President of Franchise Alliance Network LLC, which provides franchises with accounting, insurance, bookkeeping and payroll services, and he serves as Vice President of SAN of Florida Inc., an insurance wholesaler to independent agencies within Florida. Mr. Berset is a graduate of Florida State University. He joined the Board in 2020 and is the son of BayFirst Director Mark S. Berset. We believe that Mr. Berset’s qualifications to serve on our Board include his management and financial experience.
Mark S. Berset,
age 77, has served since 1987 as the Chief Executive Officer of Comegys Insurance, a family owned insurance agency located in St. Petersburg, Florida. Mr. Berset is also the founder of Alpha Insurance Management, Satellite Agency Network of Tampa Bay, and Association Insurance Specialists. Mr. Berset also serves as a director of Heritage Insurance Holdings, Inc., a New York Stock Exchange listed company. He is a former director of United Insurance Holdings Corp., former board member of Innovaro, Inc., a past board member of North Star Bank Holding Company, Tampa, Florida, and past President and Board member of Bayfront Hospital Foundation in St. Petersburg, Florida. He received a bachelor’s degree in Business Economics from St. Ambrose University and an MBA from Georgia State University. Mr. Berset joined the Board in 2014 and is the father of BayFirst Director Derek S. Berset. We believe that Mr. Berset’s qualifications to serve on our Board include his executive leadership and management experience, prior bank and public company Board experience, and financial expertise gained from the successful operations of his own businesses.
Dennis R. “Rep” DeLoach, III,
age 49, is a partner at the law firm of DeLoach, Hofstra & Cavonis, P.A. in Seminole, Florida. Mr. DeLoach graduated from Mercer University in 1996 and Mercer University Law School in 1999. He is Board Certified by the Florida Bar in Elder Law. Mr. DeLoach is a frequent speaker on continuing legal education to other Florida attorneys. Mr. DeLoach joined the Board in 2020. We believe that Mr. DeLoach’s qualifications to serve on our Board include his legal experience.
Alexander Harris,
age 43, currently serves as Chief Executive Officer of the Arts Conservatory for Teens (“ACT”), a non-profit organization headquartered in St. Petersburg, Florida. He also currently serves as a Senior Executive Consultant and Creative Strategist for Three Oak Doors Enterprises, LLC, and he has previously served as a Lecturer, Creative Strategist, and Consultant for the University of South Florida. Dr. Harris received a Doctor of Education Degree from Nova Southeastern University with an emphasis in organizational leadership and curriculum development. He also received Masters Degrees in both Theological Studies and Social Work from Boston University, and he received a Bachelor of Arts Degree with a triple major in Human Services, Social
6
Work, and Sociology from LaGrange College. Mr. Harris joined the Board in 2021. We believe that Mr. Harris’ qualifications to serve on our Board include his managerial experience as the Chief Executive Officer of ACT and his knowledge of the underserved portions of the communities we serve.
Tarek Helal
,
age 45, has served as Chief Risk Officer and Senior Vice President, Enterprise Risk Management – Products at Raymond James Financial in St. Petersburg, Florida, since 2017. From 2015 to 2017, Mr. Helal was the founder, Chief Executive Officer and Chief Investment Officer of Horus Asset Management located in Tampa, Florida. From 2009 to 2014, Mr. Helal was Vice President of Product Development and Research for Raymond James Financial, leading several departments including Mutual Fund Research & Marketing and the Alternative Investment Group. Prior to joining Raymond James in 2007, Mr. Helal was a Senior Associate at Standard & Poor’s Corporate Value Consulting. He received a B.S. in Business Administration summa cum laude from the University of Florida and an MBA with distinction from the J.L. Kellogg School of Management at Northwestern University. Mr. Helal joined the Board in 2011. We believe that Mr. Helal’s qualifications to serve on our Board include his capital markets, investment banking and other financial experience.
Anthony N. Leo,
age 63, served as the Chief Executive Officer and a director of BayFirst and the Bank since August 2013. As of December 31, 2023, Mr. Leo retired as Chief Executive Officer and is currently serving as special advisor of BayFirst. Prior to joining the Bank, Mr. Leo provided management consulting and regulatory advisory services to community banks throughout the state of Florida and served as the interim Chief Executive Officer of three troubled banks between 2009 and 2013. Mr. Leo was the Managing Director and Executive Vice President of Community Banks, Inc. in Harrisburg, PA from 1993 to 2007. He previously served as Vice President and Corporate Counsel for FB&T of Hanover, Pennsylvania, and Vice President and Associate Counsel for the National Bank of Washington, D.C. Mr. Leo also serves on the Board of Directors of Presidential Bank, FSB, in Bethesda, Maryland. Mr. Leo received a B.A. in Political Science from George Washington University and a JD from George Washington University Law School. He is a member of the Bar in the District of Columbia and State of Maryland. We believe that Mr. Leo’s qualifications to serve on our Board include his service as our Chief Executive Officer and previous banking and public company experience.
Christos Politis, M.D.,
age 47,
is a principal of Xenia Management, Inc., a real estate development and property management company. He is a Board Certified Urologist and was President of St. Pete Urology from 2007 to 2020. He also served as the Chief Medical Officer for Largo Medical Center from 2018 to 2020. Dr. Politis received his Bachelor’s degree from the University of Florida, his medical degree from the University of South Florida College of Medicine, and a Master of Business Administration from the University of South Florida. Dr. Politis joined the Board in 2014. We believe that Dr. Politis’s qualifications to serve on our Board include his managerial experience as President of St. Pete Urology and Chief Medical Officer for Largo Medical Center.
Anthony Saravanos,
age 53, is the Chairman of the Board of BayFirst. Since 2013, Mr. Saravanos has been the President of Greenleaf Capital, a division of the HCI Group, Inc. From 2005 to 2013, Mr. Saravanos was Vice President of The Boardwalk Company, a full-service commercial real estate company located in Palm Harbor, Florida. A licensed real estate broker, Mr. Saravanos is a Certified Commercial Investment Member (CCIM) and has over 12 years of experience in commercial
7
property sales, leasing, and project and property management. He graduated from Ursinus College in Pennsylvania with a double major in Economics and Spanish in 1992 and Villanova University with an MBA in 1997. He is also a member of the Board of Directors of the HCI Group, Inc., a New York Stock Exchange traded company. Mr. Saravanos joined the Board in 2011. We believe that Mr. Saravanos’ qualifications to serve on our Board include his investment banking and real estate experience and his previous public company Board services.
Bradly W. Spoor,
age 45, has been the Chief Executive Officer of Spoor Street Investments, LLC since 2018. In addition, he has been the principal of Pelican Bay Capital, LLC since 2010. From 2002 to 2013, he was the owner and operator of P&B Capital Group, LLC, which managed customer service and loan recovery specialists. From 2006 to 2011, Mr. Spoor also owned and operated SKW Capital, LLC, a loan collections business. Mr. Spoor maintains certified memberships with the Debt Buyers Association, Credit & Collections Professions, and ACA International LLC. He joined the Board in 2018. We believe that Mr. Spoor’s qualifications to serve on our Board include his experience in the loan recovery and collection industry and his experience in managing his own businesses.
Sheryl WuDunn,
age 64, has served since 2013 as co-founder at FullSky Partners, a consulting firm focusing on double-bottom line ventures, where she specializes in advising socially-driven growth companies in the technology and healthcare industries. In addition, Ms. WuDunn is a FINRA-registered banker at New York-based Mid-Market Securities, LLC, which focuses on middle market companies in a variety of industries. She is also the first Asian-American reporter to win a Pulitzer Prize for her work at the New York Times where she also served executive management roles from 2000 to 2006. Ms. WuDunn has also co-authored five books examining important social and economic challenges affecting women, girls and the underprivileged around the world, including Tightrope: Americans Reaching for Hope, a New York Times best seller which focuses on the challenges of the working class in the United States. Ms. WuDunn joined the Board in 2022. We believe Ms. WuDunn’s leadership, senior-level banking, and technology investment experience qualifies her to serve on our Board.
Thomas G. Zernick,
age 61, is BayFirst’s Chief Executive Officer. Mr. Zernick joined BayFirst in 2016 as President of CreditBench and served as President of BayFirst and the Bank from February 2022 until the end of 2023. Prior to joining BayFirst, Mr. Zernick served as Florida Market President for Stearns Bank. Mr. Zernick also served as SBA Product Manager for HomeBanc in Tampa. Mr. Zernick also served as a Community Bank President and SBA President for Republic Bank in Michigan. He received his Bachelor in Business Administration from the University of Notre Dame. Mr. Zernick joined the Board in 2023. We believe his experience with the Bank and in the banking industry qualify him to serve on the Board.
Barbara J. Zipperian,
age 66, is a CPA and retired Chief Financial Officer with 38 years of banking experience. She most recently served as Director, Executive Vice President, and Chief Financial Officer of Tennessee Bank & Trust. She has previously been employed as Chief Financial Officer for Avenue Bank and Regional Financial Officer for Regions Bank. Ms. Zipperian received her Bachelor of Science Degree in Accounting from Ball State University. She joined the Board in 2021. We believe that Ms. Zipperian’s qualifications to serve on our Board include her experience as a CPA and as the Chief Financial Officer of banking institutions.
8
Meetings
During 2023, the Board held four quarterly meetings and all directors attended at least 75% of the total number of meetings of the Board and any Board committees on which they served. The Company does not have a formal policy regarding director attendance at Annual Meetings, and each of our then-current directors was present at the 2023 Annual Meeting. Each director is encouraged and expected to attend this year’s Annual Meeting.
Board Diversity
The Company and the Board believe having a diverse composition is beneficial to the Company, its shareholders, its employees, the markets the Bank serves, and other stakeholders. To that end, the Board and its Nominating Committee has recruited and nominated a diverse group of directors. The diversity of the composition of the Board is disclosed in the following table.
|
Board Diversity Matrix (as of March 25, 2024)
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Number of Directors | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Female
|
|
Male
|
|
Non-Binary
|
Did Not Disclose Gender
|
Part I: Gender Identity
|
|
|
Directors
|
|
2
|
|
10
|
|
—
|
|
—
|
Part II: Demographic Background
|
|
|
|
|
|
|
|
|
African American or Black
|
|
—
|
|
1
|
|
—
|
|
—
|
Alaskan Native or Native American
|
|
—
|
|
—
|
|
—
|
|
—
|
Asian
|
|
1
|
|
—
|
|
—
|
|
—
|
Hispanic or Latinx
|
|
—
|
|
—
|
|
—
|
|
—
|
Native Hawaiian or Pacific Islander
|
|
—
|
|
—
|
|
—
|
|
—
|
White
|
|
1
|
|
9
|
|
—
|
|
—
|
Two or More Races or Ethnicities
|
|
—
|
|
—
|
|
—
|
|
—
|
LGBTQ+
|
|
—
|
|
—
|
|
—
|
|
—
|
Did Not Disclose Demographic Background
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
|
Audit and Risk Management
|
|
Compensation
|
Corporate Social Responsibility
|
|
|
Executive
|
|
Nominating
Derek S. Berset
|
|
|
|
Member
|
|
|
|
|
|
|
Mark S. Berset
|
|
|
|
|
|
|
|
Chair
|
|
Chair
|
Dennis R. DeLoach, III
|
|
Member
|
|
Chair
|
|
|
|
|
|
|
Alexander Harris
|
|
|
|
|
|
Member
|
|
|
|
|
Tarek Helal
|
|
Member
|
|
Member
|
|
|
|
Member
|
|
Member
|
Anthony N. Leo
|
|
|
|
|
|
Member
|
|
Member
|
|
|
Christos Politis, M.D.
|
|
|
|
|
|
Chair
|
|
|
|
|
Anthony Saravanos
|
|
|
|
Member
|
|
|
|
Member
|
|
Member
|
Bradly W. Spoor
|
|
Member
|
|
|
|
|
|
|
|
|
Sheryl WuDunn
|
|
Member
|
|
|
|
Member
|
|
|
|
|
Thomas G. Zernick
|
|
|
|
|
|
|
|
Member
|
|
|
Barbara J. Zipperian
|
|
Chair
|
|
|
|
Member
|
|
|
|
|
Audit and Risk Management Committees.
The Audit and Risk Management Committees are two distinct committees, with overlapping membership and which hold joint meetings. These committees assist our Board in performing its oversight responsibilities as they relate to the Company’s accounting and financial reporting practices and audits of the financial statements, internal controls, and legal and regulatory compliance, including, among other things:
•
the quality and integrity of the Company’s financial statements;
•
the Company’s compliance with applicable laws and regulations;
•
the review of the independent auditors’ qualifications and independence;
•
the performance of the Company’s internal audit function and the Company’s independent auditors; and
•
the application of the Company’s Code of Ethics as established by management and the Board.
Our Audit and Risk Management Committees have adopted written charters, which set forth the committees’ duties and responsibilities. The Audit Committee Charter is available in the Investor Relations section of our website at
www.bayfirstfinancial.com
.
Our Board has evaluated the independence of each of the members of our Audit Committee and has affirmatively determined that: (i) each of the members of our Audit Committee is an independent director under Nasdaq rules; (ii) each of the members satisfies the additional independence standards under applicable SEC rules for audit committee service; and (iii) each of the members has the ability to read and understand fundamental financial statements. In addition, our Board has determined that Ms. Zipperian has the financial sophistication required by Nasdaq rules due to her experience and
10
background, specifically her prior service as a Chief Financial Officer of other banks, and that she qualifies as a “audit committee financial expert” under the rules and regulations of the SEC.
Compensation Committee.
Our Board has evaluated the independence of each of the members of our Compensation Committee and has affirmatively determined that each of its members meets the definition of an independent director under Nasdaq rules. Our Board has also determined that each of the members of the Compensation Committee qualifies as a “nonemployee director” within the meaning of applicable SEC rules. The Compensation Committee assists our Board in its oversight of our overall compensation structure, policies and programs and assessing whether such structure meets our corporate objectives. The Compensation Committee also reviews and oversees the compensation determinations of our named executive officers, as well as the administration of our compensation and benefit plans.
Our Compensation Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The Charter of the Compensation Committee is available in the Investor Relations section of our website at
www.bayfirstfinancial.com
.
Corporate Social Responsibility Committee.
Our Corporate Social Responsibility Committee is responsible for overseeing the Company’s development and implementation of business practices intended to promote the Company’s commitment to environmental, health and safety, corporate social responsibility, corporate governance, sustainability, and other public policy matters relevant to the Company.
Executive Committee.
Our Executive Committee meets only on an ad hoc basis to address matters that may require immediate or in depth attention which the full Board is unable to provide at such time.
Nominating Committee.
Our Board has evaluated the independence of each of the members of our Nominating Committee and has affirmatively determined that each of its members meets the definition of an independent director under Nasdaq rules.
The Nominating Committee assists our Board in its oversight of identifying and recommending persons to be nominated for election as directors and to fill any vacancies on the Boards of the Company and the Bank, monitoring the composition and functioning of the standing committees of the Board, and developing, reviewing, and monitoring the corporate governance policies and practices of the Company.
In carrying out its functions, the Nominating Committee develops, and recommends to the Board for its approval, qualification criteria for all potential nominees for election, including incumbent directors, Board nominees, and shareholder nominees to be included in the Company’s future proxy statements. The Nominating Committee also evaluates potential nominees for our Board to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members and to determine whether they are independent in accordance with applicable SEC and Nasdaq rules (to ensure that, at all times, at least a majority of our directors are independent). Although we do not have a separate diversity policy, the Nominating Committee may consider the diversity of the Company’s directors and nominees in terms of knowledge, experience, skills, expertise, and other factors that may contribute to the effectiveness of our Board.
11
Our Nominating Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. This charter is available in the Investor Relations section of our website at
www.bayfirstfinancial.com
.
Bank Directors
The Board of Directors of the Bank is comprised of each Company director except for Mark S. Berset.
Board Recommendation
Our Board recommends that our shareholders vote “for” the nominees named above.
PROPOSAL TWO
ADJOURNMENT OF THE ANNUAL MEETING
General
The Board of Directors is asking for your approval to adjourn the Annual Meeting in the event that there are an insufficient number of votes to approve Proposal 1 at the Annual Meeting. In order to permit proxies to be voted for an adjournment, we are submitting this proposal as a separate matter for your consideration. If it is necessary to adjourn the Annual Meeting and the adjournment is for a period of less than 30 days, no notice of the time and place of the reconvened meeting will be given to shareholders, other than an announcement made at the Annual Meeting.
Board Recommendation
Our Board recommends that our shareholders vote “for” the adjournment of the Annual Meeting, if necessary.
NON-DIRECTOR MANAGEMENT
Our executive leadership team is comprised of our Chief Executive Officer, Mr. Zernick, our President and Chief Operating Officer, Robin L. Oliver, our Chief Financial Officer, Scott J. McKim, and our Chief Accounting Officer, Rhonda S. Tudor.
Robin L. Oliver,
age 48, became BayFirst’s President in January 2024 and Chief Operating Officer in February 2022. She has served as BayFirst and the Bank’s Executive Vice President since June 2018 and Chief Financial Officer from June 2018 to July 2023. From 2014 to 2018, Ms. Oliver served as Controller for Central Bank & Trust Company, Lexington, Kentucky. For the first 16 years of her career, she served multiple financial institution clients in public accounting as an auditor with Crowe LLP. Ms. Oliver is a Certified Public Accountant and received her BA in Accounting from the University of Kentucky.
Scott J. McKim,
age 53, serves as Chief Financial Officer for BayFirst Financial Corp. and BayFirst National Bank. Prior to joining BayFirst National Bank in 2023, Mr. McKim served as Chief Strategy Officer and in additional leadership roles at multiple notable financial institutions over the course of his 30-year banking career. Mr. McKim holds a master’s in business administration degree from The Ohio State University and earned his BS in Accounting from Bowling Green University.
Rhonda S. Tudor,
age 59, serves as Chief Accounting Officer for BayFirst Financial Corp. and BayFirst National Bank. Ms. Tudor has been the Bank’s Chief Accounting Officer since April 2021. Prior to that, she served as Vice President and Controller of Isabella Bank, Mt. Pleasant, Michigan
12
from 2015. Ms. Tudor is a Certified Public Accountant and received her MBA from Eastern Michigan University.
EXECUTIVE AND DIRECTOR COMPENSATION
General
The Compensation Committee determines the level of base salary and any incentive bonus for the Chief Executive Officer and other executive officers of BayFirst and the Bank. To accomplish this, in 2021, the Compensation Committee retained Pearl Meyer & Partners, LLC (“PM”) to provide independent compensation consulting services. PM periodically attended Compensation Committee meetings, including executive sessions, and provided information and advice independent of management. PM also performed a peer analysis for the Company. The Compensation Committee assessed the independence of PM pursuant to the Nasdaq Listing Rules and the Compensation Committee has concluded that PM’s work for the Compensation Committee had not raised any conflict of interest.
Mr. Zernick participates in each meeting of the Compensation Committee. He is directly involved in discussions regarding the other executive officers’ compensation by making recommendations based upon their experience and coworking interactions with the other executives. When determining compensation for Mr. Zernick and considering his recommendations for the other executive officers, the Compensation Committee convenes executive sessions excluding Mr. Zernick.
In addition to the peer group analysis, actual salary changes and discretionary bonus awards are based upon the Compensation Committee’s evaluation of an individual’s performance and duties and responsibilities, the performance of BayFirst and the Bank, and other relevant factors, as determined solely by the Compensation Committee.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board is comprised of Dennis R. DeLoach, III (Chair), Tarek Helal, Derek S. Berset, and Anthony Saravanos. The Board concluded that each of the members of the Compensation Committee is “independent” under Nasdaq
rules.
13
Summary Compensation Table
The following table sets forth the compensation paid to Mr. Leo, Mr. Zernick, and Ms. Oliver 2023, 2022, and 2021.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TABLE OF CONTENTS