Dennis R. DeLoach, III
About Dennis R. DeLoach, III
Dennis R. “Rep” DeLoach, III, age 50, is an independent director of BayFirst Financial Corp. and a partner at DeLoach, Hofstra & Cavonis, P.A. in Seminole, Florida; he graduated from Mercer University (1996) and Mercer University Law School (1999), is Board Certified by the Florida Bar in Elder Law, and joined the BayFirst Board in 2020 . He is described as a frequent CLE speaker to Florida attorneys, with qualifications to serve based on his legal experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DeLoach, Hofstra & Cavonis, P.A. | Partner | Not disclosed | Board Certified Elder Law; frequent CLE speaker |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Mr. DeLoach |
Board Governance
- Independence: The Board determined the Compensation Committee members, including Mr. DeLoach, are independent under Nasdaq rules and qualify as “nonemployee directors” under SEC rules . The Board states a majority of directors are independent; named non-independent directors do not include Mr. DeLoach .
- Committees and roles:
- Compensation Committee: Chair .
- Audit & Risk Management Committee: Member; named in the Audit Committee report .
- Bank Board: Each Company director except Mark S. Berset also serves on the Bank’s Board; thus Mr. DeLoach is a Bank director .
- Attendance: In 2024, the Board held nine meetings and all directors attended at least 75% of Board and applicable committee meetings .
- Consultant independence: Compensation Committee retained Pearl Meyer; independence assessed with no conflicts identified .
Committee Assignments
| Name | Audit & Risk Management | Compensation | Corporate Social Responsibility | Executive | Nominating |
|---|---|---|---|---|---|
| Dennis R. DeLoach, III | Member | Chair | — | — | — |
Fixed Compensation
- Director fee schedule:
- Board meeting fee: $1,500 per Company Board meeting; $1,500 per separate Bank Board meeting .
- Chair annual retainers: Board/Bank Board Chair $22,500; Audit Chair $10,000; Nominating Chair $7,500; Bank ALCO Chair $7,500; Compensation Chair $7,500; CSR Chair $5,000 .
- Committee meeting fees: $500 per meeting for Audit, Compensation, CSR; Bank Credit & Loan, Bank ALCO, Bank Compliance Committees .
2024 Director Compensation (Mr. DeLoach)
| Metric | FY 2024 |
|---|---|
| Cash Fees Earned | $34,500 |
| Stock Awards | $10,823 |
| Total | $45,323 |
Performance Compensation
- Director equity awards are granted under the Amended and Restated 2017 Equity Incentive Plan (EIP) which permits stock options, restricted stock, and RSUs; the number of shares reserved equals 15% of shares outstanding, capped at 1,500,000 shares .
- Equity Grant Timing Policy: The Board is developing a policy to grant equity only during open trading windows and when not in possession of MNPI, intended to avoid “spring-loading”; recent grants occurred four days after the year-end earnings press release, consistent with prior practice .
Performance Metrics Tied to Director Compensation
| Metric | Disclosed for Directors? |
|---|---|
| TSR percentile | Not disclosed |
| Revenue/EBITDA goals | Not disclosed |
| ESG goals | Not disclosed |
| Discretionary modifiers | Not disclosed |
Executive AIP metrics and targets are disclosed for NEOs (cash bonus up to 100%/70%/50% of base for CEO/President/CFO based on objective and subjective criteria), but no performance metrics are specified for non-employee director compensation .
Other Directorships & Interlocks
| Person | External Public Boards | Interlocks/Related Notes |
|---|---|---|
| Dennis R. DeLoach, III | None disclosed | Compensation Committee independence affirmed; consultant Pearl Meyer engaged without conflicts |
Expertise & Qualifications
- Legal expertise: Board Certified Elder Law; partner in a Florida law firm; frequent CLE speaker .
- Board contribution: Qualifications cited as legal experience relevant to Board service .
Equity Ownership
- Prohibitions: Hedging and short selling prohibited for directors, officers, and employees under Insider Trading and Confidentiality Policy .
- Section 16(a) compliance: No delinquent filings reported for Mr. DeLoach in 2024 (one late Form 4 noted for another director) .
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares Owned | Right to Acquire (within 60 days) | Percent of Outstanding |
|---|---|---|---|
| Dennis R. DeLoach, III | 35,213.14 | 11,550.00 | 1.13% (based on 4,129,027 shares) |
Governance Assessment
-
Positives:
- Independent director with legal expertise; chairs the Compensation Committee and serves on Audit, supporting Board effectiveness in pay and financial oversight .
- Good engagement: 2024 attendance threshold met across Board/committees; nine Board meetings held .
- Alignment: Holds a meaningful personal stake (1.13% beneficial ownership including rights to acquire), and hedging/short-selling are prohibited company-wide .
- Process integrity: Compensation Committee uses an independent consultant (Pearl Meyer) with no conflicts; Board developing an Equity Grant Timing Policy to avoid spring-loading .
-
Watch items:
- Related-party transactions exist involving other directors (lease with entity affiliated with Dr. Politis’ family; insurance purchases from entities owned by Berset family) and $9.26 million in loans to directors/executives/immediate families; while policy requires disinterested approval and market terms, these arrangements elevate conflict risk contextually—no DeLoach-specific related-party transactions are disclosed .
- Director ownership guidelines for non-employee directors are not disclosed, limiting assessment of guideline compliance for Mr. DeLoach (no guideline language identified in proxy).
-
RED FLAGS (none specific to Mr. DeLoach identified):
- No disclosed pledging/hedging by Mr. DeLoach; hedging broadly prohibited .
- No Section 16(a) delinquency reported for Mr. DeLoach .
- No director-specific related-party transactions or consulting arrangements with Mr. DeLoach’s law firm disclosed .