Rose M. Searcy
About Rose M. Searcy
Executive Vice President, Human Resources at BV Financial (BayVanguard Bank); with the Bank since 1992 and named EVP, Human Resources in 2021; age 51 as of December 31, 2024 . Earlier prospectus disclosures state EVP, Human Resources since 2003 and age 49 at that time, reflecting long-tenured HR leadership through BV Financial’s mutual-to-stock conversion and IPO preparation . She served as the HR point of contact administering employee participation for the 401(k) Plan’s stock offering and Section 16 trading logistics, indicating hands-on involvement in workforce ownership programs and trading compliance .
Company performance context:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $2.371M* | $4.325M* | $3.757M* | $2.514M* |
| Net Income ($USD) | $9.441M* | $10.524M* | $13.707M* | $11.723M* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BayVanguard Bank (BV Financial) | Executive Vice President, Human Resources | 2021–present | Leads HR post-IPO; Section 16 pre-clearance framework and blackout compliance referenced in proxy . |
| BayVanguard Bank (BV Financial) | Executive Vice President, Human Resources | ≥2003 (per S-1/A) | Long-standing HR executive; administered 401(k) stock offering processes during conversion/IPO . |
| BayVanguard Bank (BV Financial) | HR Leadership roles | 1992–2020 | Multi-decade tenure provides continuity across conversions and acquisitions . |
External Roles
No public company directorships or external board roles disclosed for Searcy in BVFL filings reviewed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| Not disclosed for Searcy | — | — | — |
| Note: BVFL’s Summary Compensation Tables disclose NEO pay for Co-CEOs, CFO, and Chief Lending Officer; Searcy is not a named executive officer in the 2023–2024 disclosures . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Searcy | — | — | — | — | — |
Plan-level framework applicable to executive grants:
- Performance awards (options, restricted stock, RSUs) may be tied to objectives such as EPS/EBITDA, ROE, net income, net interest margin/spread, efficiency ratio, asset/loan/deposit growth, asset quality, TSR, stock price, and strategic objectives; partial achievement may yield partial vesting; Committee may exclude extraordinary/unusual items and adjust measures if unsuitable .
- Recent grants under 2024 plan vest in four approximately equal annual installments beginning on the first anniversary; options similarly vest 25% per year; dividends on unvested awards are accumulated, not paid contemporaneously .
- At least 95% of awards have a one-year minimum vesting, with acceleration only for death, disability, or involuntary termination at/after change in control .
- Change-in-control vesting requires “double trigger” (CoC plus involuntary termination/good reason), unless acquiror fails/refuses to assume/replace awards .
- Awards subject to company clawback policy (Dodd-Frank 954), insider trading policy restrictions, and any hedging/pledging policies in effect .
Equity Ownership & Alignment
| Holding Type | Amount | Status | Terms |
|---|---|---|---|
| Common Stock (Direct) | 1,500 shares | Owned | As of Form 3 filing date 07/31/2023 . |
| ESOP Allocation | 7,371 shares | Beneficial (Indirect) | BayVanguard Bank ESOP . |
| 401(k) Plan | 4,334 shares | Beneficial (Indirect) | BayVanguard Bank 401(k) . |
| Stock Options | 7,654 shares | Exercisable (fully vested) | Exercise price $5.6503; expiration 12/31/2027; fully vested; adjusted for 1.5309:1 exchange in conversion . |
| Pledging of Shares | Not disclosed | — | Company plan references hedging/pledging policies “as in effect,” but proxy says no anti-hedging policy applies; pledging policy not specified . |
| Hedging | Permitted | — | “The Company does not have anti-hedging policies … hedging transactions are not prohibited” . |
| Stock Ownership Guidelines | Not disclosed | — | No guideline multiples referenced for executives in proxies reviewed . |
Additional governance controls:
- Section 16 officers must pre-clear every transaction and observe blackout periods; insider trading with MNPI is prohibited .
- Clawback policy applies to awards under Equity Plan .
Employment Terms
| Provision | Term | Source | Applicability |
|---|---|---|---|
| Individual employment agreement | Not disclosed for Searcy | Proxies disclose employment agreements for Co-CEOs only (auto-renewing three-year terms, CoC extensions) | Not disclosed. |
| Severance | Not disclosed for Searcy | Co-CEO agreements: lump-sum of 3× average taxable income over prior five years upon qualifying termination; continued life/medical/dental benefits for limited period | Not disclosed. |
| Change-in-control vesting | Double trigger (CoC + involuntary termination/good reason) | 2024 Equity Plan | Plan-level; would govern equity awards granted to executives. |
| Clawback | Subject to Dodd-Frank Sec. 954 | 2024 Equity Plan | Plan-level. |
| Hedging/Pledging | Awards subject to policies in effect; company states no anti-hedging policy | Proxy and Equity Plan | Plan-level; policy gap is a red flag. |
Performance & Track Record
- Tenure: With Bank since 1992; EVP Human Resources as disclosed in 2021 proxy; age progression consistent with long service .
- IPO/Conversion execution: Served as HR lead coordinating employee 401(k) stock offering participation and communications during the mutual-to-stock conversion and IPO process .
Company financial context:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Net Income ($USD) | $9.441M* | $10.524M* | $13.707M* | $11.723M* |
| Values retrieved from S&P Global.* |
Compensation Structure Analysis
- Equity mix and vesting discipline: Newer awards (2024 plan) generally vest 25% annually over four years for both RSAs and options; minimum one-year vesting for ≥95% of awards; dividends deferred until vesting; structurally conservative vesting but no explicit person-level award disclosure for Searcy .
- Performance linkage: Plan enables robust financial and strategic metrics (EPS/EBITDA/ROE/TSR/asset quality/growth/efficiency); Committee retains discretion to normalize for extraordinary items and adjust measures if unsuitable .
- Change-in-control economics: Double-trigger vesting standard; golden parachute excise implications outlined at plan level, but no individual contract terms disclosed for Searcy .
- Policy red flags: Absence of anti-hedging policy for executives may weaken alignment; pledging policy not clearly articulated in proxy narrative .
Related Party Transactions and Compliance
- Section 16 compliance: Proxies indicate overall Section 16 compliance, with separate note on delinquent filings for certain directors in 2024; no mention of Searcy among late filers .
- Related party transactions: Disclosures focus on board members’ transactions (e.g., MCB Real Estate lease); no related party transactions involving Searcy disclosed .
Investment Implications
- Alignment: Searcy holds direct shares, ESOP, 401(k) shares, and fully vested options expiring in 2027, indicating skin-in-the-game and potential sensitivity to stock performance .
- Selling pressure: Options are fully vested and in-the-money potential depends on market price; expiration on 12/31/2027 sets a window for potential exercises, but no Form 4 sale disclosures were reviewed in the proxies; monitor insider filings for selling pressure .
- Policy risk: The lack of anti-hedging restrictions for executive officers is a governance red flag that can diminish incentive alignment; pledging policy clarity is limited, increasing potential alignment risk .
- Retention risk: No employment agreement or severance terms disclosed for Searcy; equity plan provides change-in-control protection via double trigger, but absence of disclosed individual contract terms suggests fewer contractual retention levers versus NEOs .
- Pay-for-performance transparency: Individual performance metrics, weightings, and payouts for Searcy are not disclosed; focus investor monitoring on future equity award agreements and proxy narratives to gauge practical performance linkage .
Citations:
- Executive background/age/tenure:
- 401(k) Plan stock offering and HR contact:
- Ownership and options (Form 3):
- Compensation tables (NEOs, vesting patterns):
- Equity Plan provisions (performance measures, vesting, dividend treatment, CoC, clawback):
- Insider trading, hedging statement, pre-clearance/blackouts:
- Section 16 delinquent filers list (no Searcy):
- Related party transactions (MCB lease):