Mark S. Berset
About Mark S. Berset
Mark S. Berset (age 78) is an independent director of BayFirst Financial Corp. (BAFN), serving since 2014. He is CEO of Comegys Insurance (since 1987) and holds a BA in Business Economics from St. Ambrose University and an MBA from Georgia State University. He is the father of director Derek S. Berset, which creates a family relationship on the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comegys Insurance | Chief Executive Officer | 1987–present | Led successful operations of family-owned agency |
| Alpha Insurance Management; Satellite Agency Network of Tampa Bay; Association Insurance Specialists | Founder | Not disclosed | Industry creation/expansion |
| United Insurance Holdings Corp. | Director (former) | Not disclosed | Prior public company board experience |
| Innovaro, Inc. | Board member (former) | Not disclosed | Prior public company exposure |
| North Star Bank Holding Company (Tampa, FL) | Board member (former) | Not disclosed | Bank governance experience |
| Bayfront Hospital Foundation (St. Petersburg, FL) | President and Board member (past) | Not disclosed | Community/healthcare governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Insurance Holdings, Inc. (NYSE) | Director (current) | Not disclosed | Public company oversight |
Board Governance
- Committee assignments: Chair, Executive Committee; Chair, Nominating Committee .
- Independence: Board affirmed majority independence; non-independent directors listed exclude Mark; Nominating Committee members are independent under Nasdaq rules (Mark chairs) .
- Attendance: In 2024, the Board held 9 meetings; all directors attended at least 75% of Board and committee meetings; similar threshold met in 2023 .
- Bank board: The Bank’s board includes each Company director except Mark S. Berset (he is not a Bank director) .
- Board leadership: Chair of the Board is Anthony Saravanos .
Fixed Compensation
- Director fee structure (2025 proxy): $1,500 per Company Board meeting; $1,500 per separate Bank Board meeting; Chair retainers—Board/Bank Board $22,500, Audit $10,000, Nominating $7,500, Bank ALCO $7,500, Compensation $7,500, CSR $5,000; Committee meeting fees generally $500 (Bank ALCO $500; Compliance $500) .
| Year | Cash Fees (USD) | Equity/Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| 2023 | $20,750 | $16,928 | $37,678 |
| 2024 | $31,000 | $10,823 | $41,823 |
Notes: Chair fee amounts shown are programmatic, not Mark-specific breakout; totals above are Mark’s aggregate director compensation by year .
Performance Compensation
- Director equity awards are granted under the 2017 Equity Incentive Plan (EIP); stock awards were granted in 2023 and 2024 to directors (fair value shown below). The Board is developing a grant timing policy to avoid spring-loading and restrict grants to open trading windows, not when in possession of MNPI .
| Year | Stock Award Fair Value (USD) | Plan / Notes |
|---|---|---|
| 2023 | $16,928 | Granted under EIP to directors |
| 2024 | $10,823 | Granted under EIP; timing policy in development |
No specific director performance metrics (TSR/ROE/etc.) disclosed for director equity; director compensation appears fixed cash plus equity retainer without stated performance conditions .
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Notes |
|---|---|---|---|
| Heritage Insurance Holdings, Inc. | Director | None disclosed at BAFN | Current external public board |
| United Insurance Holdings Corp. | Director (former) | None disclosed at BAFN | Historical |
| Innovaro, Inc. | Board member (former) | None disclosed at BAFN | Historical |
| North Star Bank Holding Company | Board member (former) | Banking | Historical |
| Bayfront Hospital Foundation | President/Board member (past) | Non-profit | Historical |
No compensation committee interlocks involving Mark disclosed; the Compensation Committee consists of independent directors (2025: DeLoach—Chair, Derek S. Berset, Saravanos) .
Expertise & Qualifications
- Executive leadership and management experience; extensive financial expertise from operating insurance businesses .
- Prior bank and public company board experience; current NYSE-listed company director (Heritage Insurance) .
- Education: BA Business Economics (St. Ambrose University); MBA (Georgia State University) .
Equity Ownership
| Metric | Mar 25, 2024 | Mar 24, 2025 |
|---|---|---|
| Shares Beneficially Owned | 282,483.30 | 284,585.29 |
| Right to Acquire (options/warrants exercisable ≤60 days) | 16,950.00 | 16,950.00 |
| % of Shares Outstanding | 7.21% | 7.27% |
Policy signals:
- Hedging prohibited; short selling and derivative speculation barred for directors .
- Only shareholder ≥5% disclosed is Mark; others below 5% .
Governance Assessment
- Independence and roles: Mark chairs Executive and Nominating, indicating significant influence over governance and director selection. Board has affirmed committee independence and majority independent board; Mark is not listed as non-independent and chairs an independent Nominating Committee .
- Attendance: Met the ≥75% attendance threshold in 2023 and 2024, supporting engagement .
- Ownership alignment: Strong “skin in the game” with 7.27% beneficial ownership, including exercisable rights to acquire, aligning interests with shareholders .
- Related-party exposure:
- RED FLAG: The Company purchased insurance policies through Comegys Insurance Agency, owned by Mark and Derek Berset and family; 2024 payments were $373,688 (beneficial interest $369,951), 2023 payments were $405,177 (beneficial interest $401,125). Transactions are stated to be at market terms and below 5% of Comegys’ revenue; subject to disinterested director approval per policy thresholds .
- Family relationship on the board (father–son) amplifies perceived conflicts in oversight and nominations, particularly with Mark chairing Nominating; however, Company describes an Insider Transactions Policy requiring majority disinterested approval and benefit to the Bank .
- Bank-level governance: Mark is excluded from the Bank’s board, which may mitigate direct involvement in bank credit/operational approvals but reduces banking oversight exposure relative to Company directors serving on both boards .
- Compensation governance: Compensation Committee is independent; use of independent consultant (Pearl Meyer) and executive sessions indicate formal processes for NEO pay; no director-specific performance conditions disclosed for equity grants .
Overall: Mark’s deep ownership and public-company experience support alignment and board effectiveness; however, related-party insurance purchases and a family interlock (with his son as director) are meaningful governance risk indicators that require continued vigilance, robust recusal/disinterested approvals, and transparent disclosure to maintain investor confidence .