Machteld V. Thomas
About Machteld V. Thomas
Independent director of BV Financial (BVFL); former President & Chief Executive Officer of North Arundel Savings Bank for 14 years prior to BV Financial’s 2021 acquisition; currently retired. Serves on the board of Bello Machre (nonprofit supporting individuals with developmental disabilities). Age 70; BV Financial director since 2022. Her background emphasizes financial-institution leadership, regulatory familiarity, and local market knowledge, per BVFL’s proxy biography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Arundel Savings Bank | President & Chief Executive Officer | 14 years; retired upon BV Financial’s 2021 acquisition | Experience cited by BVFL as providing knowledge of financial, economic, and regulatory challenges and local economy opportunities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bello Machre (nonprofit) | Director | Ongoing (as disclosed) | Nonprofit providing care and support for children and adults with developmental disabilities |
Board Governance
- Committee assignments: Audit Committee (member); Governance & Nominating Committee (member). Not a committee chair .
- Independence: Each member of BVFL’s Audit, Compensation, and Governance & Nominating Committees meets Nasdaq and SEC independence requirements; Thomas is presented as an independent director .
- Meeting cadence and attendance: In 2024 the BV Financial board met 4 times and BayVanguard Bank’s board met 8 times; no director attended fewer than 75% of board and committee meetings on which they served; 8 of 10 directors attended the Sept. 5, 2024 annual meeting .
- Committee activity levels: 2024—Audit (4 meetings), Compensation (5), Governance & Nominating (1); 2023—Audit (5), Compensation (3), Governance & Nominating (1) .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | 16,000 |
| 2023 | 16,900 |
Performance Compensation
| Year | Award Type | Grant/Measurement Details | Quantity/Valuation | Vesting & Other Terms |
|---|---|---|---|---|
| 2024 | Restricted Stock | Grant date fair value computed at $14.25 per share | Stock awards $209,447 | Vests 25% per year starting Sept. 6, 2025 (first anniversary of grant date) |
| 2024 | Stock Options | Grant date fair value via Black‑Scholes | Option awards $156,060; each director held 36,746 options outstanding as of 12/31/2024 | Vests 25% per year starting Sept. 6, 2025; realized value depends on market > exercise price |
| 2023 | Restricted Stock | Awarded during 2023 | Stock awards $4,730; outstanding 1,190 shares as of 12/31/2023 | Vests upon beneficial ownership threshold or in 3 equal installments (first vest April 30, 2024) |
- Change-in-control treatment (plan-level note): Upon change in control followed by involuntary termination, RSAs/RSUs vest fully; performance awards vest at the greater of target or actual annualized performance; if successor does not assume awards, outstanding awards vest at closing (per plan excerpt included in BVFL filings) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond BV Financial |
| Nonprofit/other boards | Bello Machre—Director |
| Interlocks (competitors/suppliers/customers) | None disclosed for Thomas in BVFL proxy |
Expertise & Qualifications
- Former bank CEO with 14 years’ leadership experience prior to BVFL’s 2021 acquisition of North Arundel Savings Bank, indicating depth in financial services operations and regulatory context .
- Active community engagement via nonprofit board service; BVFL cites local economy familiarity as a qualification .
- Independent director serving on Audit and Governance & Nominating, aligning with oversight and governance skillsets .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % Outstanding | Notable Inclusions/Breakdown |
|---|---|---|---|
| July 19, 2024 | 34,904 | <1% (based on 11,387,723 shares outstanding) | Includes 10,000 shares in spouse’s IRA |
| March 14, 2025 | 49,602 | <1% (based on 10,594,044 shares outstanding) | Includes 10,000 shares in spouse’s IRA and 15,799 unvested restricted shares |
- Section 16 compliance note: One late Form 4 filing for award grants under the 2024 Equity Incentive Plan was reported for Thomas (and several other directors) for FY 2024 .
Governance Assessment
-
Positives:
- Independent director with relevant banking CEO experience; serves on key oversight committees (Audit; Governance & Nominating), supporting board effectiveness .
- Attendance: Company disclosed no director fell below 75% of required meetings in 2024; suggests baseline engagement; broad board attendance at 2024 annual meeting (8 of 10) .
- Ownership alignment increased from 34,904 to 49,602 shares year-over-year; includes 15,799 unvested RS, indicating growing long-term exposure to equity .
-
Watch items / RED FLAGS:
- Significant 2024 non-employee director equity grants (RS plus options) elevate total director pay (Thomas: $381,507 total; $209,447 RS; $156,060 options), which may raise independence/perception risks if awards are recurring or outsized vs peers .
- Company states it does not prohibit hedging transactions by directors and executive officers—misalignment risk relative to common best practice anti-hedging policies .
- Section 16 compliance lapse: one late Form 4 related to 2024 equity plan grants (administrative but noteworthy for governance hygiene) .
- Equity plan change-in-control features include accelerated vesting (full vest on certain triggers), which can be shareholder-unfriendly depending on circumstances; monitor future grants and plan amendments .
-
Conflicts/Related-party exposure:
- No Thomas-specific related-party transactions disclosed in proxies reviewed. A separate lease with an entity affiliated with another director (Bramble) exists and was disclosed, with board approval protocols; not attributable to Thomas .
Director Compensation (Detail Reference)
| Year | Cash Retainer ($) | Equity ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 16,000 | 209,447 | 156,060 | 381,507 |
| 2023 | 16,900 | 4,730 | — | 21,630 |
Insider Filings (Summary)
| Period | Item | Note |
|---|---|---|
| FY 2024 | One late Form 4 | Reported for award grants under the 2024 Equity Incentive Plan (administrative lapse) |
Committee Memberships (Current Disclosures)
| Committee | Role | Chair? |
|---|---|---|
| Audit | Member | No |
| Governance & Nominating | Member | No |
Committee meeting frequency: 2024—Audit (4), Compensation (5), Governance & Nominating (1); 2023—Audit (5), Compensation (3), Governance & Nominating (1) .
Attendance & Annual Meeting Participation
| Metric (2024) | Disclosure |
|---|---|
| BV Financial Board Meetings | 4 meetings held |
| BayVanguard Bank Board Meetings | 8 meetings held |
| Director Attendance Threshold | No director <75% of combined board/committee meetings |
| 2024 Annual Meeting Attendance | 8 of 10 directors attended |
Notes on Equity Plan Provisions (Relevant to Director Awards)
- Change-in-control: Double-trigger vesting on involuntary termination post-CIC; performance awards vest at target or actual annualized performance; single-trigger vesting if successor does not assume awards .
- Committee administering plan: Compensation Committee of independent directors .
Citations:
- 2025 DEF 14A: committee rosters, 2024 director pay, stock ownership, attendance, Section 16 note
- 2024 DEF 14A: committee rosters, 2023 director pay, stock ownership (as of 7/19/2024), director biography
- 2025 and 2025-Q2 filings: equity plan CIC/administration excerpts