William B. Crompton, III
About William B. Crompton, III
William B. Crompton, III is an independent director of BV Financial, Inc. (BVFL) and BayVanguard Bank, serving since 2019. He retired from the Office of the Comptroller of the Currency (OCC) in 2015 after holding managerial positions across the OCC, Office of Thrift Supervision (OTS), and Federal Home Loan Bank System for over 30 years, bringing deep regulatory supervision expertise to BVFL’s board. Age 71 as of December 31, 2024; the board determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | Managerial roles in examination/supervision | Retired 2015; 30+ years across OCC/OTS/FHLB | Regulatory supervision expertise; informs risk oversight |
| Office of Thrift Supervision (OTS) | Managerial roles | Part of 30+ years regulatory service | Regulatory supervision expertise |
| Federal Home Loan Bank System | Managerial roles | Part of 30+ years regulatory service | Regulatory and economic insight |
| Kopernik Bank | Director | 2017–2019 (until BVFL acquisition) | Community bank governance experience |
External Roles
- No other current public-company directorships disclosed in BVFL proxies; prior directorship at Kopernik Bank (acquired 2019) .
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Independent under Nasdaq listing standards |
| Committee memberships | Audit Committee member; not Chair (Chair: William Streett Baldwin) |
| Other committees | Not listed on Compensation or Governance & Nominating committees |
| Board meeting attendance | No director attended fewer than 75% of board and committee meetings in 2024 |
| Board/Bank meetings held (2024) | BVFL board: 4; Bank board: 8 |
| Committee cadence (2024) | Audit: 4; Compensation: 5; Governance & Nominating: 1 |
| Director since | 2019 |
| Annual meeting attendance | 8 of 10 directors attended 2024 annual meeting |
| Board leadership structure | Independent Chair (Gary T. Amereihn); split CEO/Chair roles |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $25,500 | $24,400 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | $20,741 | $209,447 (grant-date fair value; RSAs at $14.25/share) |
| Option Awards ($) | — | $156,060 (grant-date fair value; Black-Scholes) |
| Restricted Stock granted (shares) | — | 14,698 shares; vest 25% per year starting Sep 6, 2025 |
| Stock Options granted (shares) | — | 36,746 options; vest 25% per year starting Sep 6, 2025 |
| Change-in-control vesting | Double trigger (CIC + involuntary termination/good reason); or if awards not assumed | |
| Dividends on unvested awards | Not paid until vest; dividend equivalents not allowed on options |
Design notes: Director equity grants were self-executing under the 2024 Equity Incentive Plan; awards are primarily time-based. The plan permits performance awards generally, but the disclosed director grants are time-vested .
Other Directorships & Interlocks
- Prior: Kopernik Bank director (2017–2019). No current public-company boards disclosed; no interlocks with BVFL’s disclosed counterparties noted for Crompton .
Expertise & Qualifications
- 30+ years in bank regulation and supervision (OCC, OTS, FHLB), lending strong regulatory insight to BVFL’s risk oversight .
- Community banking governance experience via Kopernik Bank directorship .
- Serves on Audit Committee alongside an SEC-defined audit committee financial expert (Baldwin), reinforcing financial reporting oversight .
Equity Ownership
| Metric | July 19, 2024 | March 14, 2025 |
|---|---|---|
| Beneficial shares | 42,291 (incl. 11,010 held by a trust) | 56,989 (incl. 11,010 held by a trust) |
| Percent of shares outstanding | <1% (based on 11,387,723 shares) | <1% (based on 10,594,044 shares) |
| Unvested restricted stock | — | 14,698 shares unvested |
| Options outstanding | 36,746 options outstanding for each director as of 12/31/2024 | 36,746 options referenced as outstanding in 2024; 2025 table does not enumerate director options separately |
Policies affecting alignment: Company does not prohibit director hedging (no anti-hedging policy), which weakens alignment; insider trading policy and blackout windows apply to directors .
Governance Assessment
- Board effectiveness: Crompton’s deep regulatory background and Audit Committee service strengthen oversight in a regulated banking context; independence affirmed; attendance thresholds met .
- Compensation and alignment: 2024 introduced large, one-time equity grants to non-employee directors (14,698 RS + 36,746 options), materially shifting the mix toward equity and potentially enhancing alignment; vesting is time-based, not performance-based, which modestly weakens pay-for-performance signals .
- Ownership: Crompton’s beneficial stake rose from 42,291 to 56,989, with 14,698 unvested RS; percent remains under 1%, typical for community bank directors .
- Conflicts and related-party exposure: No Crompton-specific related-party transactions disclosed; loans to directors are permitted under banking regulations on market terms with board approval (interested director abstains) .
- Risk indicators and red flags:
- Hedging is permitted for directors (no anti-hedging policy) — a governance red flag for alignment .
- One late Form 4 filing for award grants was noted for multiple directors, including Crompton; minor compliance lapse but worth monitoring .
- Director equity grants are substantial and time-based; while common post-conversion, the absence of performance conditions reduces pay-for-performance rigor .
- Strong structural protections: plan prohibits option repricing and cash buyouts of underwater options without stockholder approval; double-trigger vesting on CIC; clawback applicability — investor-friendly .
Compensation Mix Shift (signal)
| Component | 2023 | 2024 | Implication |
|---|---|---|---|
| Cash fees ($) | $25,500 | $24,400 | Stable cash retainer/fees |
| Equity ($) | $20,741 stock | $209,447 stock; $156,060 options | Step-change to equity focus post-Plan approval; alignment ↑; performance linkage limited |
Committee Assignments & Engagement
| Committee | Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Member | No (Chair: Baldwin) | 4 |
| Compensation | Not a member | — | 5 |
| Governance & Nominating | Not a member | — | 1 |
Attendance & Independence
- Board and committees: No director <75% attendance in 2024 .
- Independence: All directors except the Co-CEOs are independent; Crompton is independent .
- Annual meeting: 8 of 10 directors attended 2024 .
Plan & Policy Highlights Relevant to Directors
- 2024 Equity Incentive Plan: Limits, minimum 1-year vesting on >95% awards, prohibition on repricing, double-trigger CIC vesting, clawbacks, no dividends on unvested awards, no dividend equivalents on options .
- Insider trading policy: Pre-clearance for Section 16 officers; blackout trading restrictions apply to directors; policy referenced in 10-K exhibit .
- Hedging: No anti-hedging policy; transactions not prohibited for directors — highlight as a red flag .
Related Party and Conflicts Snapshot
- Loans to directors/officers: Allowed under federal banking regs at market terms with board approval and abstention; ordinary-course lending disclosed (no Crompton-specific loans identified) .
- Other transactions: Lease with MCB Real Estate (director Bramble’s interest) disclosed; not related to Crompton .
Summary View for Investors
- Strengths: Independent director with 30+ years of regulatory supervision; Audit Committee service; strong board structure and plan safeguards; improved equity alignment via 2024 grants .
- Watch items: Hedging permitted; director equity grants are sizable and time-based; minor Section 16 timeliness issue; continued monitoring of board rigor on performance-linked director pay and potential related-party exposures (none tied to Crompton) .