Derek S. Berset
About Derek S. Berset
Independent director since 2020; age 48. Owner/operator in insurance and franchise services: owner of Comegys Insurance Agency; President, Franchise Alliance Network LLC; Vice President, SAN of Florida Inc. Graduated from Florida State University; core credentials in management and finance, with a family tie to fellow director Mark S. Berset.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comegys Insurance Agency, Inc. | Owner | Not disclosed | Longstanding retail insurance operations; family-owned; transactional relationship with BayFirst through insurance policies |
| Franchise Alliance Network LLC | President | Not disclosed | Provides accounting, insurance, bookkeeping, payroll services to franchises |
| SAN of Florida Inc. | Vice President | Not disclosed | Insurance wholesaler to independent agencies in Florida |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Comegys Insurance Agency, Inc. | Owner | Not disclosed | Private |
| Franchise Alliance Network LLC | President | Not disclosed | Private |
| SAN of Florida Inc. | Vice President | Not disclosed | Private |
No other public company directorships were disclosed for Derek S. Berset. His father, Mark S. Berset, serves as a director of Heritage Insurance Holdings, Inc. (NYSE), creating a family interlock with external information flow potential.
Board Governance
- Committee memberships (2025): Compensation Committee member; not listed on Audit & Risk Management, Nominating, Corporate Social Responsibility, or Executive Committees.
- Compensation Committee independence: The committee (DeLoach—Chair, Derek S. Berset, Saravanos) was affirmed “independent” under Nasdaq rules, supporting governance quality.
- Attendance and engagement: Board held nine meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors were present at the 2024 Annual Meeting.
- Bank board: All Company directors also serve on the Bank’s board, except Mark S. Berset; thus Derek serves on the Bank’s board as well.
Fixed Compensation
| Component | Policy Details | 2024 Derek S. Berset | 2023 Derek S. Berset |
|---|---|---|---|
| Board meeting fees (Company) | $1,500 per Board meeting | Included in “Cash Fees Earned” total | Included in “Cash Fees Earned” total |
| Board meeting fees (Bank) | $1,500 per Bank Board meeting | Included in “Cash Fees Earned” total | Included in “Cash Fees Earned” total |
| Committee meeting fees | $500 per Audit & Risk, Compensation, Corporate Social Responsibility, Compliance; $500 per Bank Asset Liability Committee (2025); $250 per Bank Asset Liability Committee (2024) | Included in “Cash Fees Earned” total | Included in “Cash Fees Earned” total |
| Chair retainers | Board/Bank Chair $22,500; Audit Chair $10,000; Nominating $7,500; Compensation $7,500; CSR $5,000 | Not applicable (not a chair) | Not applicable (not a chair) |
| Cash fees earned (actual) | Aggregate Board/Bank/committee fees | $37,500 | $27,500 |
| Director stock awards (fair value) | Annual equity under EIP | $10,823 | $16,928 |
| Total director compensation | Cash + stock awards | $48,323 | $44,428 |
Observations: Year-over-year mix shifted toward cash (higher fees) and lower equity fair value for Derek; he is not a committee chair, so no chair retainers apply.
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| Performance-linked metrics for director pay | None disclosed | Director pay comprises meeting fees and annual equity; no TSR/EBITDA/ESG metrics tied to director awards were disclosed |
| Equity grant timing policy | Board developing Equity Grant Timing Policy; awards granted only in open windows and without MNPI; February 2024 grants occurred four days post year-end earnings release | Provides process discipline intended to avoid spring-loading risk |
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Mark S. Berset | Father; BayFirst director; director at Heritage Insurance Holdings, Inc. (NYSE) | Family interlock with a public insurer; may influence perspectives or networks though not a direct conflict per disclosure |
| Comegys Insurance Agency | Family-owned by Mark and Derek S. Berset | Related-party transactions: BayFirst purchased insurance policies; amounts disclosed below |
Expertise & Qualifications
- Management and financial experience through leadership in insurance distribution and franchise support services.
- Small business operations expertise; exposure to insurance markets and wholesaling dynamics.
- Education: Florida State University graduate.
Equity Ownership
| Date (Record) | Shares Owned | Right to Acquire (Options/Warrants within 60 days) | Percent of Outstanding |
|---|---|---|---|
| March 24, 2025 | 68,461.93 | 16,950.00 | 2.06% |
| March 25, 2024 | 64,214.62 | 16,950.00 | 1.95% |
- Hedging policy: Company prohibits directors from trading in puts/calls or short selling Company securities, supporting alignment.
- Non-Qualified Stock Purchase Plan (NSPP): Directors may buy common stock via deductions from Board fees; directors not eligible for purchase discount.
Related-Party Transactions (Conflict Risk)
| Year | Counterparty | Nature | Amount Paid by Company | Beneficial Interest Allocation | Policy Controls |
|---|---|---|---|---|---|
| 2024 | Comegys Insurance Agency (owned by Mark & Derek S. Berset and immediate family) | Insurance policies purchased by BayFirst | $373,688 | $369,951 to Mark/Derek/family | Majority of disinterested directors must approve major insider transactions; must be on market terms |
| 2023 | Comegys Insurance Agency (owned by Mark & Derek S. Berset and immediate family) | Insurance policies purchased by BayFirst | $405,177 | $401,125 to Mark/Derek/family | Same insider transactions policy; amounts <5% of Comegys revenues |
Additional context: Insider loans totaled ~$9.26M (0.87% of loans) at YE 2024 and were current; leasing from entity affiliated with another director’s family (Arc Group, Inc.) totaled $691,862 in 2024—these illustrate broader related-party governance controls.
Governance Assessment
- Strengths: Independent status confirmed via Compensation Committee composition; meaningful personal ownership (>2% beneficial including exercisable rights) enhances alignment; attendance meets expectations; equity grant timing policy under development reduces spring-loading risk.
- Risks/Red Flags:
- Related-party transactions with family-owned Comegys Insurance Agency; while amounts are below 5% of counterparty revenues and subject to disinterested approval and market-term requirements, this is a persistent conflict exposure requiring continued monitoring.
- Family relationship on the Board (father-son) can create perceived influence dynamics; robust committee independence and insider transaction controls mitigate but do not eliminate perception risk.
- Implications for investors: Compensation mix suggests standard non-executive director structure with moderate equity; governance quality supported by independence and attendance, but related-party ties warrant scrutiny of approval processes and pricing fairness each year.