P. David Bramble
About P. David Bramble
Independent director of BV Financial, Inc. (BayVanguard Bank) since 2023; age 47. Bramble is Managing Partner at MCB Real Estate (since 2005), previously co-founded and served as Director of Commercial Lending at Madison Funding (2000), and worked at Steptoe & Johnson LLP on corporate and real estate advisory matters . He serves as Chairman of the Board of Lendistry (fintech-enabled CDFI) and sits on boards/committees of multiple civic and philanthropic organizations in BVFL’s market area, supporting local knowledge and stakeholder ties . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MCB Real Estate, LLC | Managing Partner | Since 2005 | Leads sourcing, capitalizing transactions, underwriting/execution; deep finance/legal real estate expertise |
| Madison Funding | Co-founder; Director of Commercial Lending | Founded 2000; prior to MCB | Regional lending experience; commercial credit expertise |
| Steptoe & Johnson LLP | Corporate/Real Estate Advisory | Prior to 2000 | Legal advisory background (corporate/real estate) |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Lendistry (CDFI) | Chairman of the Board | Current | Fintech/CDFI leadership; small-business capital expertise |
| Robert W. Deutsch Foundation | Investment Committee & Board | Current | Philanthropy, investment oversight |
| Johns Hopkins Bayview Hospital | Board member | Current | Healthcare governance |
| Ronald McDonald House | Board member | Current | Community engagement |
| UPenn Institute for Urban Research | Board member | Current | Urban policy/research insight |
| Baltimore Tree Trust | Board member | Current | Local civic involvement |
Board Governance
- Independence: Board determined all directors other than Co-CEOs are independent; Bramble is independent under Nasdaq rules .
- Committee assignments: Not listed on Audit, Compensation, or Governance & Nominating committees; committee rosters exclude Bramble (Chairs: Audit—Baldwin; Compensation—Amereihn; Gov/Nom—Posnick) .
- Attendance and engagement:
- Board meetings: BVFL Board met 4 times in 2024; Bank Board met 8 times .
- Committee meeting cadence: Audit (4), Compensation (5), Governance & Nominating (1) in 2024 .
- Attendance threshold: No director attended fewer than 75% of Board and committee meetings; 8 of 10 directors attended the 2024 annual meeting (not disclosed by name) .
- Board leadership: Independent Chair (Gary T. Amereihn) separate from Co-CEOs .
Fixed Compensation
| Year | Cash Retainer / Fees ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 14,250 | Not disclosed | Not disclosed | Non-employee director; Co-CEOs receive no director pay |
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Grant Date Stock Price | Vesting (RS/Options) | Outstanding Director Options (shares) |
|---|---|---|---|---|---|
| 2024 | 209,447 | 156,060 | $14.25/share (RS grant-date) | 25% per year starting 9/6/2025 (RS & options) | 36,746 shares per director as of 12/31/2024 |
- Equity plan administration: Compensation Committee oversees equity plans and grants .
- Award design: Time-based vesting; no disclosed performance metrics for director awards (RSUs/options) .
- Option details for directors: Exercise price not disclosed for director grants; realized value depends on market price vs. exercise .
Other Directorships & Interlocks
| Relationship | Nature | Financial Terms | Conflict Mitigation |
|---|---|---|---|
| MCB Real Estate (Bramble 22.5% owner) | BayVanguard Bank branch lease (Bayview) entered in 2022 | Rent paid to date: $48,000; remaining ~$479,000 over 10 years | Bramble was not a director when lease was entered; transaction disclosed as related-party exposure |
Expertise & Qualifications
- Real estate investment and development; commercial lending; corporate/legal advisory experience .
- Market-area engagement via multiple boards and foundations enhances local network and stakeholder insights .
- Independence affirmed by Board; not serving on key control committees (Audit/Comp/GovNom), limiting direct oversight influence .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| P. David Bramble | 27,632 | <1% | Includes 10,000 shares held in an LLC ; 15,464 unvested restricted shares |
| Options (director-level) | 36,746 shares outstanding (per director) | N/A | Time-vest 25% per year from 9/6/2025 |
- Pledging/hedging: Company does not prohibit hedging (no anti-hedging policy), a potential alignment risk; pledging not disclosed in the proxy .
Insider Trades and Section 16 Compliance
| Item | Detail | Note |
|---|---|---|
| Late Section 16 filing | One Form 4 filed late for 2024 equity awards under the 2024 Equity Incentive Plan (among several directors, including Bramble) | Minor process/control red flag; company noted inadvertent late filings |
Governance Assessment
- Strengths:
- Board affirms independence; Bramble brings finance, legal, and real estate expertise with strong local network connections .
- High equity-based pay mix (~96% of 2024 director compensation for Bramble) aligns director incentives with shareholder outcomes .
- Transparent related-party disclosure of MCB lease; Bramble was not on the Board at agreement inception .
- Concerns / RED FLAGS:
- No anti-hedging policy: hedging is not prohibited, potentially misaligning incentives with long-term shareholder value .
- Related-party exposure persists (lease with MCB Real Estate where Bramble has 22.5% interest); ongoing payments (~$479k remaining) warrant monitoring and recusals for any amendments/renewals .
- Not serving on Audit/Compensation/GovNom committees reduces direct influence on key governance controls and pay oversight .
- Late Form 4 (award-related) indicates a minor compliance lapse; advisable to strengthen Section 16 processes .
- Implications for investor confidence:
- Expertise and independence are positives, but absence of anti-hedging controls and continuing related-party lease elevate governance risk. Ensuring strict recusals and enhanced disclosure/controls around related-party transactions, and adopting anti-hedging policies, would improve alignment and mitigate perceived conflicts .