Ashley B. Griffith
About Ashley B. Griffith
Ashley B. Griffith, age 53, was appointed to the BMNM Board as a Class I director on November 6, 2025, with a term expiring at the 2028 annual meeting . He is currently a Director in Institutional Sales at Hovde Group and holds a bachelor’s degree in Math from Hobart College . The Board determined he is an independent director under Nasdaq Rule 5605(a)(2) . He is the son-in-law of Robert J. Dwyer, BMNM’s lead independent director and committee chair, a relationship that warrants investor attention for potential perceived conflicts despite formal independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hovde Group | Director, Institutional Sales | Early 2024–present | Focused on community and regional banking sector; institutional client coverage |
| Compass Point Research & Trading | Managing Director – Institutional Sales | 2020–2024 | Financial sector coverage; institutional distribution |
| Sandler O’Neill; Evercore; Fox-Pitt, Kelton | Institutional Sales | Various years (prior to 2020) | Institutional sales across investment banks; financials sector emphasis |
| Sell-side Equity Research | Analyst (banking; media & entertainment) | Early career | Sector analysis background; research training |
External Roles
- No public company directorships disclosed for Ashley Griffith .
- Family tie: Son-in-law of Robert J. Dwyer, BMNM lead independent director; Dwyer serves on MasTec, Inc. and Bank of New York Optima Fund boards (context for network/interlocks, though not directly Ashley’s roles) .
Board Governance
| Governance Element | Detail |
|---|---|
| Board structure | 4 directors; staggered classes; CEO also serves as Chairman (Robert E. Cauley) |
| Lead Independent Director | Robert J. Dwyer; chairs Board committees and can call meetings/set agendas |
| Committee composition | All Board committees composed solely of independent directors; executive sessions held |
| Committees & chairs | Audit Committee: Dwyer (sole member & chair) ; Compensation Committee: Dwyer (chair) ; Nominating & Corporate Governance Committee: Dwyer (chair) |
| Meetings (2024) | Board: 10; Audit: 8; Compensation: 4; Nominating: 2 |
| Attendance (2024) | Each director attended all Board and applicable committee meetings; all attended 2024 annual meeting |
| Ashley’s assignment | Expected to serve on the Audit Committee (member) |
| Risk oversight | Audit: financial/conflict risks; Compensation: pay-related risks; Nominating: board size/composition/independence |
| Conduct policies | Prohibition on pledging, hedging, or short sales involving company securities |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $196,250 | 2024 schedule: $190,000 (Jan–Jun), $202,500 (Jul–Dec); stated as annual cash retainer in proxy |
| Audit Committee Chair retainer | $6,000 | Chair fee; Dwyer is chair |
| Compensation Committee Chair retainer | $6,000 | Chair fee; Dwyer is chair |
| Nominating & Corporate Governance Chair retainer | $6,000 | Chair fee; Dwyer is chair |
| Reimbursements | Travel, hotel, conferences/education related to board service | Paid to independent directors; quarterly payment of retainers |
| Ashley’s compensation basis | Same as other non-employee directors on a pro-rata annual basis | As disclosed upon appointment on Nov 6, 2025 |
Director cash actually paid in 2024 (context): Robert J. Dwyer $214,250; Frank E. Jaumot $196,250 .
Performance Compensation
- No equity grants or performance-based compensation for non-employee directors are disclosed in the 2025 proxy’s 2024 director compensation program; compensation is presented as cash retainers and chair fees .
Other Directorships & Interlocks
| Person | Role/Board | Overlap/Interlock |
|---|---|---|
| Ashley B. Griffith | None disclosed | No public company boards disclosed |
| Family relationship | Son-in-law of Robert J. Dwyer | Potential perceived influence; formal independence affirmed |
| Related external ties (context) | Dwyer: MasTec, Inc. (lead independent director; Finance, Compensation, Governance committees); Bank of New York Optima Fund | Not Ashley’s roles; provides network context around BMNM’s lead independent director |
Expertise & Qualifications
- Institutional capital markets and financial sector expertise from 25+ years in investment banking sales and earlier sell-side research in banking/media .
- Quantitative background with Math bachelor’s degree; relevant for Audit Committee service .
- Expected Audit Committee membership aligns with financial literacy emphasis of BMNM’s governance .
Equity Ownership
| Item | Status |
|---|---|
| Ashley’s beneficial ownership | Not disclosed in 2025 proxy (appointment occurred after proxy date); no ownership amounts provided at appointment |
| Section 16 compliance | Company indicates directors/officers met filing requirements for ownership changes (context; prior year) |
| Alignment policies | Directors/executives prohibited from pledging, hedging, or short sales of BMNM securities |
Governance Assessment
- Independence and Committee Placement: Board affirmatively determined Griffith is independent under Nasdaq rules; assignment to Audit Committee enhances board financial oversight capacity, especially following Jaumot’s resignation .
- Familial Relationship – RED FLAG: Griffith is the son-in-law of lead independent director and committee chair Robert J. Dwyer. While independence is formally affirmed and no Item 404(a) related-party transactions are disclosed, the familial tie can raise perceived conflicts and influence concerns; ongoing scrutiny of committee decisions and independence safeguards (executive sessions; related-party review by Audit Committee) is warranted .
- Board Leadership Structure: Combined CEO/Chair with Dwyer as lead independent director. Given BMNM’s small management team, the Board deems the structure appropriate; investors should monitor whether lead independent director responsibilities (agenda-setting, committee leadership) sufficiently counterbalance combined roles, particularly with Griffith’s familial tie to the lead independent director .
- Committee Composition and Workload: Prior structure featured a sole-member Audit Committee chaired by Dwyer; Griffith’s expected Audit Committee service should improve redundancy and capacity. Meeting cadence (Audit 8; Compensation 4; Nominating 2 in 2024) indicates active oversight; Ashley’s attendance/engagement will be evaluated in the next proxy .
- Director Pay Structure: Cash-based retainers with modest chair fees; absence of equity grants reduces long-term pay-for-performance alignment but also avoids potential dilution and complex vesting/conflict issues. Ashley will receive pro-rata cash compensation consistent with peers .
- Related Party Controls: Company maintains a Related Person Transaction Policy administered by the Audit Committee; no transactions involving Griffith disclosed at appointment. The prohibition on pledging/hedging strengthens alignment safeguards .
Overall signal: Governance policies and independence determination support Ashley Griffith’s appointment; however, the familial relationship with BMNM’s lead independent director is a clear governance sensitivity. Investors should track committee reconstitution, future proxy disclosures on Griffith’s ownership, attendance, and any related-party matters to assess board effectiveness and independence over time .