Michael J. Dee
About Michael J. Dee
Executive Vice President and Chief Financial Officer of BV Financial, Inc. and BayVanguard Bank; served as SVP & CFO since 2014 and EVP & CFO since 2019; age 64 (as of Dec 31, 2024) . During 2024, BV Financial delivered ROA of 1.32% and ROE of 5.77%, with net income of $11.7 million, while shares ended 2024 at $17.22 (up 72.20% from the $10.00 offering price); the company completed a 10% buyback in January 2025 . Mr. Dee is the signatory on the company’s 2024 results 8‑K, underscoring his responsibility for public company financial reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BV Financial, Inc. / BayVanguard Bank | Senior Vice President & Chief Financial Officer | 2014–2019 | Senior finance leadership; public-company reporting oversight evidenced by 8‑K signatory role |
| BV Financial, Inc. / BayVanguard Bank | Executive Vice President & Chief Financial Officer | 2019–Present | Executive finance leadership for the bank holding company and bank |
Fixed Compensation
Multi-year compensation for Mr. Dee (as reported in the Summary Compensation Table):
| Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 235,941 | 24,537 | 5,826 | 360,680 |
| 2024 | 247,738 | 4,764 | 51,643 | 1,070,540 |
All Other Compensation detail (2024):
| Element | Amount ($) |
|---|---|
| 401(k) Plan | 4,374 |
| Insurance Premiums | 1,326 |
| Medical Coverage | 14,878 |
| ESOP Allocation | 31,065 |
| Vehicle Allowance | — |
| Total | 51,643 |
Notes:
- A significant increase in equity-based compensation occurred in 2024 versus 2023 (see Performance Compensation below), shifting the cash/equity mix toward long-term incentives .
Performance Compensation
Annual incentive (cash) and equity-based awards:
- Nonequity incentive (annual cash bonus) paid: $94,376 (2023) and $99,095 (2024). Proxy does not disclose the specific financial or operational metrics used for Mr. Dee’s payout calculations .
Stock and option awards (grant-date fair value; vesting terms per plan/award footnotes):
| Award Type | Grant Year | Grant-Date Fair Value ($) | Stated Metrics | Vesting |
|---|---|---|---|---|
| Restricted Stock | 2024 | 445,800 | Time-based; company plan allows performance awards but restricted stock vests time-based in 25% annual installments | 25% per year commencing 9/6/2025 |
| Stock Options | 2024 | 221,500 | Time-based; company plan allows performance awards but options vest time-based in 25% annual installments | 25% per year commencing 9/6/2025 |
Plan-defined performance measures (applicable to performance awards if used by the Compensation Committee) include EPS, ROE, ROA, efficiency ratio, TSR, revenue growth, NIM/spread, asset quality (NPAs, charge-offs), loans/deposits growth, regulatory and strategic objectives, among others; the Committee may adjust for extraordinary/nonrecurring items .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of March 14, 2025 and Dec 31, 2024 where noted):
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 97,364 shares; less than 1% of outstanding |
| Footnote Breakdown | Includes options to acquire 18,370 shares; 7,114 shares allocated under ESOP; and 30,000 unvested restricted stock |
| Outstanding Options (exercisable) | 18,370 @ $5.65; expiration 12/31/2027 |
| Outstanding Options (unexercisable) | 50,000 @ $14.86; expiration 9/17/2034 |
| Unvested Restricted Stock | 30,000 shares; market value $516,600 at $17.22 closing price on 12/29/2024 |
| Anti-Hedging / Pledging | Company does not have anti-hedging policies for directors/officers; hedging is not prohibited |
| Insider Trading Controls | Section 16 officers must pre-clear transactions; trading prohibited during blackout periods |
Vesting calendar (insider selling pressure monitor):
| Vest Date | RS Vesting (Shares) | Options Become Exercisable (Shares) | Source |
|---|---|---|---|
| 9/6/2025 | 7,500 | 12,500 | 25% per year schedule, commencing 9/6/2025 |
| 9/6/2026 | 7,500 | 12,500 | 25% per year schedule, commencing 9/6/2025 |
| 9/6/2027 | 7,500 | 12,500 | 25% per year schedule, commencing 9/6/2025 |
| 9/6/2028 | 7,500 | 12,500 | 25% per year schedule, commencing 9/6/2025 |
Note: The company historically avoids granting options immediately before material filings and references blackout windows; vests will still be subject to insider trading policy pre-clearance and blackout periods .
Employment Terms
- Change-in-Control Agreement: Term of 3 years, extended annually each July 1 unless notice is given; if involuntary termination (other than for cause) or resignation for good reason within one year after a change in control, lump-sum severance equals 3x “base amount” (average taxable compensation over prior 5 years) plus continued life and medical/dental coverage for 36 months (or cash equivalent if coverage cannot be provided) .
- 280G Cutback: Payments/benefits reduced to avoid excess parachute payments if reduction provides greater economic benefit (vs. taking full payments and paying excise tax) .
- Clawback: Equity awards are subject to the company’s clawback policies and trading restrictions .
- Non-compete / Non-solicit / Garden Leave / Post-termination consulting: Not disclosed for Mr. Dee .
Performance & Track Record
- 2024 financial profile: ROA 1.32%, ROE 5.77%; net income $11.7 million ($1.10 diluted EPS); efficiency ratio 57.02% .
- Balance sheet: Loans grew 4.74% to $729.2 million; deposits up 2.74% to $651.5 million; asset quality improved with NPAs at 0.46% of assets and ACL coverage 212.5% of NPLs .
- Capital actions: Completed a repurchase of 10% of outstanding shares by January 2025; during 2024, repurchased 1.1 million shares at average $16.27; issued 343,562 restricted shares ($5.0 million) post-plan approval .
- Stock performance: Shares closed 2024 at $17.22, up 72.20% from the $10.00 offering price; 2024 high of $18.19 .
Compensation Structure Analysis
- Shift toward equity: In 2024 Mr. Dee received $445,800 in restricted stock and $221,500 in stock options, versus no equity grants disclosed for 2023—raising the proportion of at-risk, equity-based pay aligned with post-conversion equity plan implementation .
- Time-based vesting: 2024 grants vest ratably over four years (25% per year) beginning 9/6/2025; this creates scheduled liquidity windows and potential selling pressure around annual vest dates, subject to blackout restrictions .
- Plan safeguards: Double-trigger CIC vesting; minimum one-year vesting for at least 95% of awards; no option repricing or cash buyouts of underwater options without stockholder approval; no dividends on unvested awards .
- Metrics transparency: While the plan lists robust performance metrics for potential performance awards, specific annual cash incentive metrics/weights for Mr. Dee are not disclosed .
Risk Indicators & Red Flags
- Hedging allowed: Company lacks anti-hedging policies for directors/executive officers—misalignment risk if hedging is used (no specific hedging by Mr. Dee disclosed) .
- Section 16 compliance: Company reports some late filings by certain directors for 2024 equity awards; Mr. Dee is not listed among late filers .
- Parachute exposure: 3x base amount CIC severance with 36 months of benefits (subject to 280G cutback) could be meaningful in a sale scenario .
Director/Governance (Mr. Dee is not a director)
- Executive officers who are not directors include Mr. Dee (EVP & CFO) .
COMPENSATION & OWNERSHIP TABLES
Summary Compensation (Michael J. Dee)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Nonequity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 235,941 | 24,537 | — | — | 94,376 | 5,826 | 360,680 |
| 2024 | 247,738 | 4,764 | 445,800 | 221,500 | 99,095 | 51,643 | 1,070,540 |
Outstanding Equity Awards (Dec 31, 2024)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RS (#) | RS Market Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 18,370 | 50,000 | 5.65 / 14.86 | 12/31/2027; 9/17/2034 | — | — |
| Restricted Stock | — | — | — | — | 30,000 | 516,600 (at $17.22) |
Beneficial Ownership (as of March 14, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Noted Components |
|---|---|---|---|
| Michael J. Dee | 97,364 | <1% | Includes 18,370 options; 7,114 ESOP shares; 30,000 unvested RS |
Investment Implications
- Alignment and retention: 30,000 unvested RS and 50,000 unexercisable options vest 25% annually (2025–2028), supporting retention and alignment; the ESOP allocation further ties compensation to long-term value creation .
- Trading signals: Annual vests around September 6 each year may create predictable selling pressure, subject to pre-clearance and blackout windows; monitor Form 4 activity around vesting dates .
- Event risk: A change in control with an involuntary termination/good reason could trigger 3x “base amount” cash plus up to 36 months of benefits (subject to 280G cutback), incentivizing continuity but introducing potential cost in M&A scenarios .
- Governance watchouts: Absence of anti-hedging policy for executives is a governance risk; consider engagement on hedging/pledging policies and disclosure of ownership guidelines and performance metric transparency for cash incentives .