Robin L. Oliver
About Robin L. Oliver
Robin L. Oliver (age 49) is President (since January 2024) and Chief Operating Officer (since February 2022) of BayFirst Financial Corp.; she previously served as Executive Vice President from June 2018 and Chief Financial Officer from June 2018 to July 2023. She is a CPA with a BA in Accounting from the University of Kentucky and spent 16 years auditing financial institution clients at Crowe LLP, followed by Controller at Central Bank & Trust Company (2014–2018) . As of 2025 she is also a nominee to BayFirst’s Board; she is not independent due to her executive role . Under her leadership tenure within finance and operations, BayFirst’s revenues rose from $49.755M in FY2023 to $60.469M in FY2024, reflecting growth momentum, with quarterly cadence volatility thereafter (see tables below; values from S&P Global)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BayFirst Financial Corp. | President; Chief Operating Officer | President: Jan 2024–present; COO: Feb 2022–present | Operational leadership across bank and SBA platforms; executive oversight of performance and incentive plans . |
| BayFirst Financial Corp. | Executive Vice President; Chief Financial Officer | EVP: Jun 2018–present; CFO: Jun 2018–Jul 2023 | Built finance function post-Nasdaq listing; capital markets reporting; compensation data stewardship . |
| Central Bank & Trust Company (Lexington, KY) | Controller | 2014–2018 | Bank controllership; financial reporting and controls . |
| Crowe LLP | Auditor (financial institutions) | ~1998–2014 (16 years) | Led audits for financial institutions; regulatory and GAAP expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crowe LLP | Auditor (financial institutions) | ~1998–2014 | External assurance on bank clients; informs risk and control rigor as executive . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary (USD) | $236,918 | $280,008 | $310,008 | $291,200 |
| All Other Compensation (USD) | $35,322 | $37,092 | $37,320 | n/a |
Notes: 2025 table specifies current-year base salaries; no “All Other Compensation” disclosed yet for 2025 in proxy .
Performance Compensation
Annual Cash Incentive (AIP)
| Year | Metric | Weighting | Target | Actual | Payout (USD) | Notes |
|---|---|---|---|---|---|---|
| 2023 | AIP objectives (not itemized) | Not disclosed | Up to 50% of base salary | Not disclosed | $83,107 | Plan criteria include objective/subjective measures . |
| 2024 | AIP objectives (not itemized) | Not disclosed | Up to 70% of base salary | Not disclosed | $77,578 | Committee retains discretion; PM peer analysis used . |
| 2025 | AIP objectives (not itemized) | Not disclosed | Up to 70% of base salary | Not disclosed | Not disclosed | AIP framework unchanged; payout pending . |
Equity Awards (RSUs)
| Grant Date | Award Type | Shares Granted/Unvested at 12/31/2024 | Grant/Market Value (USD) |
|---|---|---|---|
| 01/27/2022 | RSU | 1,200 | $25,740 |
| 01/26/2023 | RSU | 3,200 | $58,560 |
| 01/23/2024 | RSU | 2,250 | $26,325 |
Plan notes: Awards granted under the Amended and Restated 2017 Equity Incentive Plan (EIP), with equity grant timing policy under development to avoid spring-loading; grants typically occur shortly after full-year earnings release .
Options Outstanding (as of 12/31/2024)
| Grant Date | Exercisable Options | Unexercisable Options | Strike Price | Expiration |
|---|---|---|---|---|
| 06/12/2018 | 1,875 | — | $17.33 | 06/12/2028 |
| 03/15/2019 | 2,250 | — | $14.67 | 03/15/2029 |
| 01/15/2020 | 4,500 | 1,125 | $15.67 | 01/15/2030 |
| 01/14/2021 | 3,375 | 2,250 | $14.67 | 01/14/2031 |
Equity Ownership & Alignment
| As-of Date | Shares Owned | Right to Acquire (within 60 days) | Ownership % of Outstanding | Hedging/Pledging |
|---|---|---|---|---|
| 03/31/2023 | 7,756.96 | 8,925.00 | 0.18% | Hedging prohibited (puts/calls/shorting); no pledging policy disclosed . |
| 03/25/2024 | 9,939.06 | 12,000.00 | 0.53% | Hedging prohibited; no pledging policy disclosed . |
| 03/24/2025 | 12,513.98 | 14,250.00 | 0.65% | Hedging prohibited; no pledging policy disclosed . |
Ownership guidelines: No explicit stock ownership guidelines disclosed for executives or directors in proxies reviewed .
Employment Terms
- Agreement structure: Annual auto-renewal unless notice of non-renewal; minimum salary $190,000 subject to increases .
- Restrictive covenants: 18-month non-compete within 50-mile radius; client and employee non-solicit for 18 months after termination .
- Severance (no change-in-control): If terminated without cause or resigns for good reason prior to, or more than 12 months after, a change in control, monthly severance equals 1/12th of annual compensation for 18 months; immediate vesting of outstanding options/awards; accrued bonus paid .
- Change-in-control (12 months post-CIC): Two-times annual compensation, accrued bonus, and immediate vesting of all equity-based awards .
- Notice requirement: If she resigns with less than six months’ notice for reasons other than good reason, she must pay an amount equal to one-half of her estimated annual income for that year .
- Clawback: No explicit clawback/recoupment policy disclosed in proxies reviewed .
- AIP parameters: 2025 AIP allows up to 70% of base salary for Oliver; equity grants at Compensation Committee discretion under the EIP .
Board Service and Governance
- Board service: Named among 12 nominees for 2025; not an independent director due to executive officer status .
- Committee roles: None listed for Oliver in committee roster; Chair roles held by other directors .
- Attendance: Board held nine meetings in 2024; all directors attended at least 75% of the total number of Board and relevant committee meetings .
- Governance policies: Insider Trading and Confidentiality Policy prohibits hedging and short selling; Board developing an Equity Grant Timing Policy to ensure grants are made only in open windows and when not in possession of MNPI .
- Say-on-pay: No advisory say-on-pay vote disclosed in 2024/2025 proxies; only director elections and adjournment proposals were presented .
Compensation Mix and Trends
| Component | 2022 (USD) | 2023 (USD) | 2024 (USD) |
|---|---|---|---|
| Salary | $236,918 | $280,008 | $310,008 |
| Bonus (Cash) | $25,000 | $83,107 | $77,578 |
| Stock Awards (RSUs) | $42,900 | $73,200 | $26,325 |
| Total | $340,140 | $473,305 | $451,231 |
Observations:
- Bonus opportunity increased from 50% to 70% of base salary after 2023, but actual bonus paid was slightly lower in 2024 vs 2023 .
- Equity grants continue annually; unvested RSUs span 2022–2024, aiding retention .
Company Performance Context
Recent revenues and annual trajectory:
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues (USD) | $14.691M* | $14.268M* | $11.653M* | $12.272M* | $22.276M* | $8.751M* | $10.795M* | -$1.046M* |
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $31.550M* | $49.755M* | $60.469M* |
*Values retrieved from S&P Global.
Compensation Committee Analysis
- Committee composition: Dennis R. DeLoach, III (Chair), Derek S. Berset, Anthony Saravanos; all independent under Nasdaq rules .
- Consultant: Pearl Meyer & Partners, LLC retained; independence assessed with no conflicts reported .
- Process: CEO participates in discussions for other executives; executive session excludes CEO for CEO compensation determination .
- Peer group: PM performed peer analysis, but specific peer companies and target compensation percentiles are not disclosed .
Related Party Transactions and Red Flags
- Hedging/shorting prohibited for all personnel; no explicit pledging ban disclosed .
- No clawback policy disclosure; no say-on-pay vote results reported in 2024/2025 proxies .
- Related party transactions disclosed for other directors (e.g., office lease with an entity affiliated with Dr. Politis’s family; insurance purchases from entities owned by Berset family); these are approved by disinterested directors and below materiality thresholds; none are attributed to Oliver .
Investment Implications
- Pay-for-performance alignment: Oliver’s AIP cap increased (50%→70% of base), signaling higher at-risk cash compensation; however, metric-level disclosure is limited, reducing transparency into payout rigor . Annual RSUs (2022–2024) and significant options provide equity alignment, while hedging is barred; lack of explicit pledging and clawback policies is a governance gap .
- Retention risk: Unvested RSUs across multiple years and options with long-dated expiries support retention. Severance economics are moderate (18 months monthly severance) and double-trigger CIC at 2x suggests standard community bank practices; the six-month notice penalty for voluntary resignations adds retention constraint .
- Dual-role governance: As President/COO and a Board nominee, Oliver is not independent; while the Board maintains majority independence and active committees, dual-role presence heightens potential oversight concerns absent robust clawback/ownership guidelines .
- Execution track record: Finance-to-operations progression and continued annual equity grants signal management confidence. Revenues grew 21.7% YoY in FY2024 versus FY2023 on S&P Global data*, though quarterly volatility and a negative revenue figure in Q3 2025 highlight operating variability; compensation metrics should be scrutinized for cyclicality and quality of earnings linkage.*
*Values retrieved from S&P Global.