Joseph S. Galli
About Joseph S. Galli
Independent director of BV Financial, Inc. since 2015; age 61. Executive Vice President of The Bernstein Companies for over 30 years and Managing Director of Consortium Capital (real estate equity funds). Chairs the Government Relations Committee for the Washington, D.C. chapter of Autism Speaks. Brings real estate, investment, and local market expertise to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bernstein Companies | Executive Vice President | 30+ years | Business management, real estate, Mid-Atlantic focus |
| Consortium Capital (within Bernstein) | Managing Director | Not disclosed | Manages real estate equity funds; commercial real estate investing |
External Roles
| Organization | Role | Domain | Notes |
|---|---|---|---|
| Autism Speaks (Washington, D.C. chapter) | Chairman, Government Relations Committee | Non-profit advocacy | Public policy engagement and community leadership |
Board Governance
- Independence: Board determined all directors except the two Co-CEOs (Flair, Prindle) are independent; Galli is independent.
- Committee assignments: Member, Compensation Committee (chair: Gary T. Amereihn). Not on Audit or Governance & Nominating.
- Committee activity: Compensation Committee met 5 times in 2024 (3 times in 2023). Audit met 4 times in 2024 (5 in 2023); Governance & Nominating met 1 time in 2024 (1 in 2023).
- Attendance: No director attended fewer than 75% of board and committee meetings in 2024 and 2023; 8 of 10 directors attended the 2024 annual meeting.
- Board leadership: Independent Chair (Gary T. Amereihn); CEO/Chair roles separated; board oversees risk with management.
- Insider trading/hedging: Directors face blackout period restrictions; hedging is not prohibited (no anti-hedging policy).
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $14,400 | $16,000 |
Performance Compensation
| Award | Grant Size (# shares) | Grant Date | Vesting | Valuation/Exercise | Notes |
|---|---|---|---|---|---|
| Restricted Stock (RSAs) | 14,698 | Sep 6, 2024 (self-executing day after plan approval) | 25% per year starting Sep 6, 2025 | Grant-date fair value included in 2024 comp ($209,447) | Dividends deferred until vest; subject to clawback |
| Stock Options | 36,746 | Sep 6, 2024 | 25% per year starting Sep 6, 2025 | Exercise price set at FMV on grant; no repricing; no dividends | Options outstanding at 12/31/2024 |
| Director Compensation Mix (USD) | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $20,471 | $209,447 |
| Option Awards ($) | — | $156,060 |
| Total ($) | $35,141 | $381,507 |
- Performance metrics: The 2024 Equity Incentive Plan permits performance awards (options, RSAs/RSUs) with customizable performance goals; director initial grants were time-based (no performance metrics disclosed for director awards).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in BVFL proxy filings. |
| Private/non-profit boards | Autism Speaks (D.C.), Government Relations Committee Chair. |
| Interlocks/related parties | No Galli-related party transactions disclosed; one lease with MCB Real Estate relates to director Bramble (entered before his directorship). |
Expertise & Qualifications
- Real estate investment and management expertise; long-standing community involvement in BVFL’s market area.
- Independent director; contributes to compensation oversight.
- Age 61; director since 2015 (tenure supports continuity and institutional knowledge).
Equity Ownership
| Metric | Jul 19, 2024 | Mar 14, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 171,630 | 186,328 |
| Ownership (% of outstanding) | 1.50% (out of 11,387,723) | 1.76% (out of 10,594,044) |
| Unvested Restricted Stock (shares) | Not disclosed for 2024 table | 14,698 |
| Options Outstanding (shares) | 36,746 (per director) as of 12/31/2024 | 36,746 |
- Breakdown includes family/LLC holdings: 20,250 shares in an LLC; 5,013 spouse IRA; 2,200 shares for one daughter (1,300 in IRA); 1,900 for second daughter (1,500 in IRA); plus 14,698 unvested restricted shares.
- Pledging: No pledging disclosed.
- Hedging: Company does not prohibit director hedging.
Governance Assessment
-
Positive signals:
- Independence and separation of Chair/CEO; independent board oversight.
- Strong equity alignment via significant 2024 RSAs and options; clawback applies; double-trigger change-in-control and no repricing.
- Attendance threshold met (>75% for all directors); committee cadence documented.
-
Concerns / RED FLAGS:
- No anti-hedging policy for directors; hedging allowed, which can misalign incentives.
- Section 16 compliance: one late Form 4 for director equity award grants (including Galli) in 2024.
- 2024 director equity grants are sizable one-time awards partly recognizing past service post-conversion (less performance-contingent).
-
Compensation structure analysis:
- Shift from modest equity in 2023 to heavy equity in 2024 due to adoption of the 2024 Equity Incentive Plan; mix moved toward RSAs ($209k) and options ($156k).
- Director grants vest over 4 years; dividends deferred until vesting; performance awards available at plan level but not applied to initial director grants.
Insider/Compliance Notes
| Item | Detail |
|---|---|
| Section 16 filings | One late Form 4 for award grants for multiple directors, including Joseph S. Galli, during FY2024. |
Committee Assignments
| Committee | Role | Chair | 2023 Meetings | 2024 Meetings |
|---|---|---|---|---|
| Compensation | Member (Galli) | Gary T. Amereihn | 3 | 5 |
| Audit | Not a member | William Streett Baldwin | 5 | 4 |
| Governance & Nominating | Not a member | Joshua W. Posnick | 1 | 1 |