Anthony N. Leo
About Anthony N. Leo
Anthony N. Leo, age 64, is a long-tenured banking executive and director. He served as Chief Executive Officer and a director of BayFirst Financial Corp. and BayFirst National Bank from 2013 to 2024 and, post-retirement, continues as a special advisor to BayFirst; he holds a B.A. in Political Science and a J.D. from George Washington University and is a member of the D.C. and Maryland Bars . He currently also serves on the Board of Directors of Presidential Bank, FSB in Bethesda, Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BayFirst Financial Corp. / BayFirst National Bank | Chief Executive Officer and Director | 2013–2024 | Led the company and bank; transitioned to director and special advisor |
| BayFirst Financial Corp. | Special Advisor | 2024–present | Advisory role post-retirement from CEO |
| Community Banks, Inc. (Harrisburg, PA) | Managing Director & EVP | 1993–2007 | Senior leadership at a banking organization |
| Multiple Florida community banks | Interim Chief Executive Officer | 2009–2013 | Turnaround leadership at three troubled banks |
| FB&T of Hanover, Pennsylvania | Vice President & Corporate Counsel | Prior years (not dated) | Legal leadership |
| National Bank of Washington, D.C. | Vice President & Associate Counsel | Prior years (not dated) | Legal leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Presidential Bank, FSB (Bethesda, MD) | Director | Current | External bank board seat |
Board Governance
- Independence: Not independent; the Board explicitly determined Mr. Leo is not independent because he is an employee serving as special advisor and was CEO until December 31, 2023 .
- Board/committee attendance: All directors attended at least 75% of Board and committee meetings in 2024; the Board held nine meetings .
- Committee assignments:
- 2024: Corporate Social Responsibility Committee (member); Executive Committee (member). Not on Audit, Compensation, or Nominating .
- 2025: Corporate Social Responsibility Committee (member); Executive Committee (member). Not on Audit, Compensation, or Nominating .
| Year | Audit & Risk Mgmt | Compensation | Corporate Social Responsibility | Executive | Nominating | Independence | Attendance |
|---|---|---|---|---|---|---|---|
| 2024 | — | — | Member | Member | — | Not independent | ≥75% |
| 2025 | — | — | Member | Member | — | Not independent | ≥75% |
Fixed Compensation
- Director fee schedule:
- $1,500 per Company Board meeting; $1,500 per separate Bank Board meeting .
- Chair retainers: Board/Bank Board $22,500; Audit & Risk $10,000; Nominating $7,500; Bank ALCO $7,500; Compensation $7,500; Corporate Social Responsibility $5,000 .
- Per-meeting fees: $500 per Credit & Loan, Audit & Risk, Compensation, CSR; $500 per Bank Compliance; $500 per Bank ALCO .
| Component | Amount | Source |
|---|---|---|
| Company Board meeting fee (per meeting) | $1,500 | 2025 Proxy |
| Bank Board meeting fee (per meeting) | $1,500 | 2025 Proxy |
| Chair retainer – Board/Bank Board | $22,500 | 2025 Proxy |
| Chair retainer – Audit & Risk | $10,000 | 2025 Proxy |
| Chair retainer – Nominating | $7,500 | 2025 Proxy |
| Chair retainer – Bank ALCO | $7,500 | 2025 Proxy |
| Chair retainer – Compensation | $7,500 | 2025 Proxy |
| Chair retainer – CSR | $5,000 | 2025 Proxy |
| Committee meeting fee – Credit & Loan | $500 | 2025 Proxy |
| Committee meeting fee – Audit & Risk | $500 | 2025 Proxy |
| Committee meeting fee – Compensation | $500 | 2025 Proxy |
| Committee meeting fee – CSR | $500 | 2025 Proxy |
| Bank ALCO meeting fee | $500 | 2025 Proxy |
| Bank Compliance meeting fee | $500 | 2025 Proxy |
- 2024 director compensation (as reported in “Director Compensation” table):
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees Earned | $163,000 | Footnote indicates $120,000 of this relates to compensation as an employee of the Company |
| Stock Awards | $14,625 | Director equity grant |
| Nonqualified Deferred Compensation Earnings | $25,000 | Under Mr. Leo’s Salary Continuation Agreement |
| All Other Compensation | $30,903 | Includes benefits as detailed below |
| Total | $233,528 | Sum of items above |
- All Other Compensation detail (2024):
| Item | 2024 Amount |
|---|---|
| 401(k) Plan Contributions | $10,350 |
| ESOP Contributions | $1,184 |
| Medical, Dental, Vision | $19,051 |
| Life Insurance Premiums | $317 |
Performance Compensation
- Executive (CEO) compensation history (as NEO prior to retirement):
| Metric (USD) | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary | $313,620 | $330,000 | $345,015 |
| Bonus | $0 | $0 | $1,024 |
| Stock Awards | $53,427 | $71,858 | $97,905 |
| Option Awards | $49,947 | $0 | $0 |
| Non-Equity Incentive Plan Compensation | $787,500 | $25,000 | $210,838 |
| Nonqualified Deferred Comp Earnings | $70,925 | $0 | $0 |
| All Other Compensation | $42,408 | $31,919 | $33,836 |
| Total | $1,317,827 | $458,776 | $688,618 |
- Equity awards and options associated with Mr. Leo:
- RSU/Stock Award: Granted 01/26/2023; 5,350 shares; grant-date fair value $97,905 .
- Options outstanding (as of 12/31/2023): 21,000 options @ $17.33 expiring 6/12/2028; 14,000 @ $14.67 expiring 3/15/2029; 14,250 @ $15.67 expiring 1/15/2030; 13,500 @ $14.67 expiring 1/14/2031 .
| Grant Type | Grant Date | Quantity | Strike | Expiration | Status/Value |
|---|---|---|---|---|---|
| Stock Award (RSUs) | 01/26/2023 | 5,350 | — | — | $97,905 fair value |
| Option | 06/12/2018 | 21,000 | $17.33 | 06/12/2028 | Exercisable |
| Option | 03/15/2019 | 14,000 | $14.67 | 03/15/2029 | Exercisable |
| Option | 01/15/2020 | 14,250 | $15.67 | 01/15/2030 | Exercisable |
| Option | 01/14/2021 | 13,500 | $14.67 | 01/14/2031 | Exercisable |
- Incentive plan structure: Under the Bank’s Annual Incentive Plan (AIP), annual cash bonuses are determined by objective and subjective criteria set by the Compensation Committee; the plan includes long-term equity at Committee discretion and is administered under the 2017 Equity Incentive Plan. Maximum bonus opportunity (for contemporaneous executives): CEO up to 100% of base salary; President/COO up to 70%; CFO up to 50% . Note: Mr. Leo’s 2023 non-equity incentive payout of $210,838 reflects AIP outcomes in his final CEO year .
Other Directorships & Interlocks
| Entity | Relationship | Exposure |
|---|---|---|
| Presidential Bank, FSB | External board seat | Potential information-flow interlock with another depository institution (no specific conflict disclosed) |
| Related party transactions (Board-wide) | Insider loans and vendor relationships | Insider loans totaled ~$9.26mm (0.87% of loan portfolio) as of 12/31/2024; leasing from entity affiliated with director Politis’s family; insurance purchases from entity owned by directors Mark and Derek Berset; approvals required by disinterested directors per policy . No specific related-party transaction disclosed for Mr. Leo beyond employee/compensation items . |
Expertise & Qualifications
- Banking leadership: CEO tenure (2013–2024) and prior MD/EVP role at Community Banks, Inc. .
- Regulatory/turnaround: Interim CEO of troubled banks; consulting/regulatory advisory services to community banks .
- Legal credentials: J.D., bar membership in D.C. and Maryland; prior corporate counsel roles at FB&T of Hanover and National Bank of Washington .
- Public company experience: Prior banking and public company board experience cited by the Board .
Equity Ownership
| Metric | As of Mar 25, 2024 | As of Mar 24, 2025 |
|---|---|---|
| Shares Beneficially Owned | 36,618.20 | 36,336.25 |
| Right to Acquire (60 days) | 62,750.00 | 62,750.00 |
| Percent of Beneficial Ownership | 2.37% | 2.36% |
| Shares Outstanding (reference) | 4,134,914 | 4,129,027 |
| Hedging Policy | Hedging/short-selling prohibited for directors, officers, employees | |
| Section 16(a) Compliance | One late Form 4 filing by Mr. Leo in FY2024 |
Governance Assessment
- Independence and conflicts: Mr. Leo is not independent due to his paid employment as special advisor post-CEO tenure; this overlap between management and board can constrain independent oversight and heighten conflict risk . His external bank board (Presidential Bank, FSB) represents a potential information-flow interlock but no specific conflict is disclosed .
- Committee effectiveness: Assignments to Executive and CSR committees avoid Audit and Compensation, mitigating higher-conflict placements given his non-independent status .
- Attendance and engagement: At least 75% attendance, with nine Board meetings in 2024, supports minimum engagement expectations .
- Pay-for-performance signals: As CEO, compensation varied materially with non-equity incentives ($787.5k in 2021 vs. $210.8k in 2023), indicating at-risk pay alignment during his executive tenure . As a director/employee in 2024, cash and deferred comp components (Salary Continuation Agreement earnings of $25k) suggest ongoing guaranteed elements versus pure at-risk structures .
- Ownership alignment: Beneficial ownership at ~2.36% including rights to acquire options reflects meaningful skin-in-the-game; exercisable legacy options and a 2023 RSU grant further align interests, subject to vesting and holding compliance .
- Related-party environment: While no Leo-specific related-party dealings are disclosed, broader Board-level related-party transactions (leasing and insurance) necessitate continued scrutiny; policy requires disinterested approvals and market terms .
Red Flags
- Not independent (employee special advisor) while serving on Board .
- One late Form 4 (Section 16) filing in 2024 .
- Ongoing salary continuation/deferred comp earnings as a director/employee may dilute at-risk pay alignment .
- External bank directorship introduces potential interlock/competitive sensitivity, though no specific conflict disclosed .