Brian K. McHale
About Brian K. McHale
Brian K. McHale, age 70, is an independent director of BV Financial, Inc. (BVFL). He has served on the Board since 1987, bringing long-standing local community engagement and public policy experience from his career as a Steamship Clerk with International Longshoremen’s Association Local 953 (since 1972) and as a Maryland state delegate (1990–2014) . The Board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maryland General Assembly | State Delegate | 1990–2014 | Legislative experience; local economic and regulatory knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Longshoremen’s Association Local 953 (Baltimore) | Steamship Clerk | 1972–present | Long-standing local community involvement |
Board Governance
- Committee assignments: Governance and Nominating Committee member; not Chair. Not listed on Audit or Compensation Committees .
- Independence: Board determined all directors other than the Co-CEOs are independent; McHale qualifies as independent .
- Attendance: In 2024, BV Financial’s Board met 4 times and BayVanguard Bank’s Board met 8 times; no director attended fewer than 75% of total Board and committee meetings .
- Annual meeting: 8 of 10 directors attended the September 5, 2024 annual meeting (company encourages attendance but has no formal policy) .
- Board leadership: Independent Chair (Gary T. Amereihn) and separate CEO roles; Board oversees risk across credit, interest rate, liquidity, operational, strategic, and reputational dimensions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $14,000 | $12,000 |
| Stock Awards ($) | $25,471 | $209,447 (grant-date fair value) |
| Option Awards ($) | — | $156,060 (grant-date fair value) |
| Total ($) | $39,471 | $377,507 |
Notes:
- 2023 director equity was granted as restricted stock; vesting tied to beneficial ownership thresholds or time-based in three installments (first vesting on April 30, 2024) .
- 2024 director equity under the 2024 Equity Incentive Plan included restricted stock and stock options; amounts computed under ASC 718 with stock price $14.25 on the grant date .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Key Terms |
|---|---|---|---|---|
| Restricted Stock | 09/06/2024 | Unvested: 15,034 shares as of 03/14/2025 | 25% per year commencing 09/06/2025 (first anniversary) | Grant-date fair value used $14.25/share |
| Stock Options | 09/06/2024 | 36,746 shares outstanding (each director) as of 12/31/2024 | 25% per year commencing 09/06/2025 | ASC 718 fair value; realized value depends on stock price vs. exercise price |
| 2023 Restricted Stock | 04/30/2023 and 05/04/2023 | Included in 2023 awards table | Earlier of meeting beneficial ownership requirements or three equal installments (first vesting on 04/30/2024) | Grant-date prices $21.50 and $20.00 per share |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Expertise & Qualifications
- Community and public policy expertise from decades of local labor and legislative roles; Board cites leadership skills and knowledge of financial, economic, and regulatory challenges in BVFL’s market area .
- Governance focus via membership on Governance and Nominating Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Brian K. McHale | 38,421 | <1% (based on 10,594,044 shares) | Includes 3,980 shares held by spouse in IRA and 15,034 unvested restricted shares |
| Stock Options (Director grant) | 36,746 shares outstanding as of 12/31/2024 | — | Director options outstanding per director; 25% annual vesting beginning 09/06/2025 |
Additional ownership policies:
- Company has no anti-hedging policy applicable to directors and non-executive employees; hedging transactions are not prohibited (alignment risk) .
- No disclosure of pledging by McHale .
Employment & Contracts (Director-specific)
- Supplemental Director Retirement Agreement: Mr. McHale is entitled to $6,100 per year in retirement benefits, payable monthly for 10 years commencing after attaining age 70; change-in-control and death-payment terms specified, with lump-sum payout of accrued liability in certain circumstances .
Insider Trades & Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | One late Form 4 filing by Brian K. McHale to report award grants under the 2024 Equity Incentive Plan (inadvertent) |
Related Party Transactions & Conflicts
- Loans: As a federally insured bank, BayVanguard may extend loans to directors in the ordinary course under written policies and at market terms; all such loans require advance Board approval with the interested director abstaining. No unfavorable features disclosed; no specific loan to McHale disclosed .
- Other transactions: A lease with MCB Real Estate (related to director P. David Bramble) was entered into before his directorship; not related to McHale .
Compensation Structure Analysis
- Significant YoY shift toward equity in 2024: total compensation rose from $39,471 (2023) to $377,507 (2024) due to large restricted stock and option grants under the new 2024 Equity Incentive Plan .
- 2024 director awards are time-based (25% annually starting 09/06/2025) rather than performance-based; 2023 director equity had vesting linked to beneficial ownership thresholds or scheduled installments .
- Director pension-like benefit via Supplemental Retirement Agreement introduces guaranteed, non-performance-based value ($6,100/year for 10 years) .
Governance Assessment
- Strengths: Independence; committee role in Governance and Nominating; long tenure and deep local knowledge; attendance at least 75% threshold in 2024; Board structure with independent Chair and clear risk oversight .
- Alignment: Meaningful unvested equity (15,034 RSUs) and director option grant (36,746 options) provide potential upside alignment, though beneficial ownership remains <1% .
- RED FLAGS:
- Absence of anti-hedging policy for directors and non-executives—hedging not prohibited (potential misalignment risk) .
- Section 16(a) late filing (one Form 4) indicates minor compliance lapse .
- Director Supplemental Retirement Agreement adds non-performance-based compensation elements for a director, which can be viewed unfavorably in modern governance frameworks .
- Conflicts: No McHale-specific related-party transactions disclosed; loans to directors allowed under regulated, market terms with Board approval and abstention by interested director .