Joshua W. Posnick
About Joshua W. Posnick
Independent director of BV Financial, Inc. (BVFL), and Chair of the Governance and Nominating Committee. Age 39; director since 2019. Senior Managing Director of Capital Markets at Mill Creek Residential (Washington, D.C.) since 2022; previously Managing Director of Development (Mid-Atlantic) from 2018–2022, bringing real estate development and capital markets expertise relevant to BVFL’s footprint and loan book exposure to property markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mill Creek Residential | Senior Managing Director, Capital Markets | 2022–present | Capital markets leadership for large-scale multifamily development; provides board with real estate financing insights |
| Mill Creek Residential | Managing Director, Development (Mid-Atlantic) | 2018–2022 | Development execution in BVFL’s region; informs local real estate and credit perspectives |
External Roles
| Organization | Position | Nature | Notes |
|---|---|---|---|
| Mill Creek Residential | Senior Managing Director, Capital Markets | Private company | Not a public company directorship disclosed; role provides sector expertise, not governance interlock |
Board Governance
- Independence: The board determined all directors except the two Co-CEOs are independent; Posnick is independent under Nasdaq rules .
- Committee assignments: Chair, Governance and Nominating; not listed on Audit or Compensation .
- Committee workload (2024): Audit 4 meetings; Compensation 5; Governance and Nominating 1 .
- Board meetings and attendance (2024): BV Financial board met 4 times; bank board met 8 times; no director attended fewer than 75% of total board and committee meetings .
- Annual meeting attendance: 8 of 10 directors attended the September 5, 2024 annual meeting .
- Leadership structure: Independent Chair (Gary T. Amereihn); Chair/CEO roles separated; oversight of risk retained by full board and committees .
- Nomination standards: Emphasis on financial/regulatory experience, integrity, local market knowledge, time commitment, diversity, and equity holdings .
Fixed Compensation
| Year | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 15,400 | 209,447 (restricted stock; grant-date FV) | 156,060 (options; grant-date FV) | 380,907 |
Notes:
- 2024 director stock awards reflect grant-date price $14.25; restricted stock vests 25% annually starting September 6, 2025 .
- 2024 director option awards valued under Black-Scholes; options vest 25% annually starting September 6, 2025 .
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Grant-Date Terms |
|---|---|---|---|---|
| Restricted Stock (non-employee director initial grant under 2024 Plan) | September 6, 2024 (day after stockholder approval) | 14,698 shares | 25% per year; first vesting Sep 6, 2025 | Dividends accrued and paid only upon vesting; no early dividend payment |
| Stock Options (non-employee director initial grant under 2024 Plan) | September 6, 2024 | 36,746 options | 25% per year; first vesting Sep 6, 2025 | Exercise price at or above fair market value on grant; 10-year max term; no repricing/cash buyout without stockholder approval; no dividend equivalents |
| Change-in-control treatment | — | — | Double-trigger acceleration (CIC + involuntary termination/good reason); unassumed awards accelerate | — |
Performance metric usage for director awards:
- Not applicable: director equity awards disclosed are time-based; the plan permits performance-based awards but none are disclosed for directors .
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlocks |
|---|---|---|---|
| Public company boards | None disclosed in BVFL proxy biography | — | No public company interlocks disclosed |
| Private/other | Mill Creek Residential | Senior Managing Director, Capital Markets | No BVFL-related related-party transactions disclosed involving Posnick; see conflicts section |
Expertise & Qualifications
- Real estate development and capital markets expertise in BVFL’s Mid-Atlantic markets; beneficial for credit underwriting, CRE concentration oversight, and capital deployment strategy .
- Governance leadership as Chair of Governance and Nominating Committee .
- Independent oversight strengthened by separate independent Chair and committee structure .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 24,663 shares; <1% of outstanding |
| Unvested restricted stock included | 15,464 shares (included in above) |
| Options outstanding (director program) | 36,746 options outstanding per director as of Dec 31, 2024 |
| Ownership guidelines | Not disclosed in proxy |
| Hedging/pledging | Company has no anti-hedging policy applicable to directors; hedging not prohibited; insider trading policy restricts trading on MNPI and imposes blackout periods/pre-clearance for certain insiders |
Governance Assessment
- Positives for investor confidence:
- Independent director; chairs Governance and Nominating, indicating active role in board composition and governance policies .
- Solid attendance culture: no director below 75%; clear committee cadence; independent Chair structure .
- Long-term alignment mechanisms: multi-year vesting; double-trigger CIC protection; no option repricing; dividends deferred until vesting .
- Relevant industry expertise (real estate capital markets) aligned with BVFL’s risk profile .
- Risks/RED FLAGS to monitor:
- Absence of anti-hedging policy for directors (hedging not prohibited), which is below prevailing governance best practices .
- Minor Section 16 compliance lapse: one late Form 4 (award grant under 2024 plan) for Posnick and several others, flagged as inadvertent .
- Ownership is <1% of outstanding; while typical for small-cap banks, meaningful equity reliance rests on unvested awards and options; continued accumulation would strengthen alignment .
- Large, one-time post-conversion equity awards to non-employee directors (14,698 RS + 36,746 options) merit scrutiny for ongoing board independence and pay calibration as the plan seasons .
Related-Party Transactions & Conflicts
- Company policy permits loans to executive officers/directors only on ordinary-course terms under banking regulations; overseen and pre-approved by the board with interested director abstention .
- No related-party transactions disclosed involving Posnick. A lease with MCB Real Estate (linked to director P. David Bramble) predates his board service; total paid $48,000 through 12/31/24; ~$479,000 remaining over 10-year term .
Director Compensation Structure (Context)
- Cash retainers and meeting/committee fees (Posnick: $15,400 in 2024) plus annual equity mix (time-vested restricted stock and options) .
- 2024 Equity Incentive Plan provisions: minimum 1-year vesting for ≥95% of awards; no liberal CIC; no repricing; director grants self-executed upon stockholder approval; non-employee director limit 5% of pool per individual; aggregate director cap 30% .
Say-on-Pay & Shareholder Feedback
- 2025 meeting agenda: election of directors and auditor ratification; no say-on-pay item disclosed .
- 2024 meeting agenda included approval of the 2024 Equity Incentive Plan (context for one-time director grants) .
Summary Signals for Investors
- Governance strength: independent chair; governance committee leadership by Posnick; strong attendance; prudent equity plan safeguards (no repricing, double-trigger) .
- Watch items: hedging not prohibited; minor Section 16 timeliness lapse; monitor equity accumulation and ongoing board refresh under Posnick’s governance chair role .