Barbara J. Zipperian
About Barbara J. Zipperian
Barbara J. Zipperian, age 67, is an independent director of BayFirst Financial Corp. and Chair of the Audit and Risk Management Committee. She is a CPA and retired bank CFO with 38 years of banking experience, including CFO roles at Tennessee Bank & Trust and Avenue Financial Holdings, Inc./Avenue Bank, and Regional Financial Officer at Regions Bank. She holds a B.S. in Accounting from Ball State University and joined the BayFirst board in 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennessee Bank & Trust | Director, EVP & Chief Financial Officer | Not disclosed | Senior financial leadership |
| Avenue Financial Holdings, Inc. (AVNU) / Avenue Bank | Chief Financial Officer | Not disclosed | Public-company CFO experience |
| Regions Bank | Regional Financial Officer | Not disclosed | Regional finance operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No other public company directorships disclosed for Ms. Zipperian |
Board Governance
- Committee assignments: Chair, Audit and Risk Management; Member, Corporate Social Responsibility .
- Independence: Board determined a majority of directors are independent; Audit Committee members (including Zipperian) meet Nasdaq and SEC independence standards; Zipperian qualifies as an “audit committee financial expert” .
- Attendance: The Board met nine times in 2024; all directors attended at least 75% of Board and committee meetings; directors were present at the 2024 Annual Meeting .
- Years of service: Director since 2021 .
- Lead Independent Director: Not disclosed.
- Executive sessions: Compensation Committee holds executive sessions excluding the CEO when determining CEO and officer pay .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board meeting fee (per meeting) | $1,500 | Company and Bank board meetings |
| Committee meeting fee (per meeting) | $500 | Audit, Compensation, CSR, ALCO, Compliance committees |
| Audit Committee Chair annual retainer | $10,000 | Chair fee |
| 2024 Cash fees earned (Zipperian) | $53,750 | Aggregate cash fees in 2024 |
Performance Compensation
| Equity Component | 2024 Amount | Grant Type | Vesting | Notes |
|---|---|---|---|---|
| Director stock awards (Zipperian) | $10,823 | Not specified | Not disclosed | Granted under the 2017 EIP framework; company emphasizes grant timing within open windows and avoidance of “spring-loading” |
Equity Plan context: The Amended and Restated 2017 Equity Incentive Plan permits options, RSUs, and other awards up to 1,500,000 shares; Board is developing an Equity Grant Timing Policy requiring grants only during open trading windows and when not in possession of MNPI .
Other Directorships & Interlocks
| Person | External Board | Potential Interlock | Notes |
|---|---|---|---|
| Barbara J. Zipperian | None disclosed | None | No external public boards disclosed in her biography |
Expertise & Qualifications
- CPA; 38 years banking; multiple CFO roles; SEC-designated audit committee financial expert .
- Strong financial reporting, internal controls, and regulatory compliance oversight via Audit Committee chair role .
Equity Ownership
| Holder | Shares Owned | Options/Right to Acquire (≤60 days) | Beneficial Ownership % | Shares Outstanding Reference |
|---|---|---|---|---|
| Barbara J. Zipperian | 4,630.74 | 3,750.00 | 0.20% | 4,129,027 common shares outstanding as of record date |
- Hedging/short selling: Prohibited for directors, officers, employees under Insider Trading and Confidentiality Policy .
- Stock purchase plan: Directors may allocate Board fees to buy shares via Non-Qualified Stock Purchase Plan (no discount for directors) .
Insider Trades and Section 16 Compliance
| Year | Late Section 16 Filings (Zipperian) | Notes |
|---|---|---|
| 2024 | None reported | Company notes one late Form 4 for Anthony Leo; none for other directors |
Governance Assessment
- Strengths: Independent director with deep CFO experience; Audit Chair and SEC “financial expert” designation; solid attendance; equity participation aligning interests (albeit modest % ownership) .
- Compensation structure: Director pay balanced between cash fees and equity awards; clear fee schedule and modest chair retainer for audit oversight .
- Alignment and conduct: Prohibition on hedging/short selling; structured EIP and emerging grant timing policy to minimize MNPI risk .
Potential Risks/RED FLAGS
- Board-level related-party transactions exist (leasing main office from entity affiliated with another director’s family; insurance purchases from companies owned by directors), though governed by an insider transactions policy requiring disinterested director approval; Zipperian is not implicated in these transactions .
- Director ownership is small (0.20% beneficial stake incl. options), which may limit “skin-in-the-game” signaling relative to insiders with larger holdings; however, equity awards and purchase plan access provide ongoing alignment mechanisms .
Overall: Zipperian’s audit leadership and CPA/CFO background support board effectiveness in financial oversight. No disclosed conflicts or attendance concerns related to her; governance policies and committee independence mitigate broader board-related party risks .