Christos Politis
About Christos Politis, M.D.
Christos Politis, M.D., age 48, has served on BayFirst’s Board since 2014. He is principal at Xenia Management, Inc. (real estate development and property management), a Board Certified Urologist, and founder/former President of St. Pete Urology; he previously served as Chief Medical Officer for several West Florida hospitals (Memorial Hospital of Tampa, Tampa Community Hospital, Largo Medical Center) and helped launch the heart transplant program at Largo Medical Center. He holds a Bachelor’s degree from the University of Florida, an M.D. from the University of South Florida College of Medicine, and an MBA from the University of South Florida .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Hospital of Tampa; Tampa Community Hospital; Largo Medical Center | Chief Medical Officer | 2016–2020 | Led initiatives; pivotal in launching heart transplant program at Largo Medical Center |
| St. Pete Urology | Founder and former President | Not disclosed | Built and led medical practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xenia Management, Inc. | Principal | Current | Oversees real estate investments across the Southeastern U.S. |
No other public company directorships disclosed for Dr. Politis in the proxy .
Board Governance
- Board size set at 12 directors for 2025; Dr. Politis is among the nominees recommended by the Nominating Committee .
- Independence: The Board determined Dr. Politis is not independent due to a related-party lease of BayFirst’s corporate/main office from The Arc Group, Inc., affiliated with his father and siblings .
- Attendance: In 2024 the Board met nine times; all directors attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2024 Annual Meeting .
| Committee | Membership Status |
|---|---|
| Corporate Social Responsibility | Chair |
| Executive | Member |
| Audit & Risk Management | Not a member |
| Compensation | Not a member |
| Nominating | Not a member |
Fixed Compensation
- Policy: Directors receive $1,500 per Company Board meeting and $1,500 per separate Bank Board meeting; committee meeting fees are generally $500 per meeting. Chair annual retainers: Board/Bank Board $22,500; Audit & Risk Management $10,000; Nominating $7,500; Compensation $7,500; Corporate Social Responsibility $5,000 .
| Metric | 2024 |
|---|---|
| Cash Fees Earned | $46,750 |
| Stock Awards (fair value) | $10,823 |
| Nonqualified Deferred Compensation Earnings | $0 |
| All Other Compensation | $0 |
| Total Director Compensation | $57,573 |
Performance Compensation
- Equity plan: BayFirst’s Amended and Restated 2017 Equity Incentive Plan allows stock options, restricted stock, RSUs, and other equity awards; share reserve up to 15% of shares outstanding, capped at 1,500,000 shares .
- Grant timing policy: Board developing a formal equity grant timing policy to avoid “spring-loading”; 2024 grants were made four days after the year-end earnings press release, consistent with prior years and intended to base awards on full-year performance .
- Performance metrics for director equity: Not specified in the proxy; director table discloses fair value only (no performance conditions stated) .
| Metric | 2024 |
|---|---|
| Director Stock Awards (fair value) | $10,823 |
| Performance Conditions (directors) | Not disclosed in proxy |
Other Directorships & Interlocks
| Entity | Nature | Amount/Details | Governance Implication |
|---|---|---|---|
| The Arc Group, Inc. | Related-party landlord of BayFirst’s corporate/main office | $691,862 paid in 2024; family beneficial interest $228,315 | Independence impairment and conflict exposure; Politis deemed not independent |
The Company’s Insider Transactions Policy requires disinterested director approval for major insider transactions and alignment with third‑party terms .
Expertise & Qualifications
- Medical leadership and operations across multiple hospital systems; program development (heart transplant) .
- Real estate investment and portfolio optimization expertise via Xenia Management .
- Advanced business training (MBA) and cross-sector management experience .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 43,261 |
| Rights to Acquire (Options exercisable ≤60 days) | 16,950 |
| Percent of Outstanding Shares | 1.45% (based on 4,129,027 shares) |
| Hedging/Shorting Policy | Directors prohibited from hedging or shorting Company securities |
Section 16 compliance: No late filings reported for directors in 2024 except one late Form 4 by Anthony Leo; implies Dr. Politis filed timely in 2024 .
Governance Assessment
- Strengths:
- Active committee leadership as Chair of Corporate Social Responsibility; member of Executive Committee .
- Meaningful share ownership plus options (total economic exposure via 43,261 shares and 16,950 options), aligning interests to some extent .
- Attendance threshold met (≥75%) across Board/committee meetings; participation at Annual Meeting .
- Company prohibits speculative trading (hedging/shorting), supporting alignment .
- Concerns/RED FLAGS:
- Not independent due to related‑party lease with The Arc Group, where his family has beneficial interests; material payments ($691,862) and family beneficial interest ($228,315) indicate ongoing conflict exposure .
- Director equity disclosure lacks performance‑based conditions for awards; stock awards appear fixed-value without explicit metrics, reducing pay‑for‑performance linkage for directors .
- Not on Audit or Compensation Committees, limiting direct influence over financial reporting and executive pay oversight; independence constraints would likely preclude audit participation under Nasdaq/SEC rules .
Implications for investors: The related‑party lease is a persistent governance overhang and directly affects perceived independence; continued monitoring of insider transaction approvals, lease terms, and Board’s equity grant timing controls is warranted. Ownership is modest at 1.45%, providing some alignment but not offsetting independence concerns .