William Streett Baldwin
About William Streett Baldwin
Independent director at BV Financial, Inc. (BVFL); age 62; director since 2012. A certified public accountant and long-time director at Ellin & Tucker, Chartered, Baldwin serves as BVFL’s Audit Committee Chair and is designated the board’s “audit committee financial expert,” bringing deep financial reporting, internal control, and risk assessment expertise to the board . The board has determined he is independent under Nasdaq rules; he is one of eight independent directors (two co-CEOs are non-independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ellin & Tucker, Chartered (Baltimore) | Director (business consulting and CPA firm) | Over 35 years | CPA; member of AICPA and Maryland Association of CPAs; brings public accounting, financial reporting, and regulatory expertise |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Ellin & Tucker, Chartered | Director | Private | CPA; professional memberships include AICPA and Maryland Association of CPAs |
| Other public company boards | None disclosed | — | No other public directorships disclosed in BVFL proxies |
Board Governance
- Committee assignments (2024): Audit Committee Chair and “audit committee financial expert”; member, Compensation Committee .
- Independence: Independent under Nasdaq; board has 10 members, with 8 independent (two co-CEOs are not independent) .
- Meeting cadence and attendance (2024): Audit met 4 times; Compensation met 5 times; Governance & Nominating met 1 time; no director attended fewer than 75% of BV Financial and BayVanguard Bank board/committee meetings in 2024 .
- Annual meeting attendance: 8 of 10 directors attended the September 5, 2024 annual meeting (individual attendance not itemized) .
- Board leadership: Independent Chair (Gary T. Amereihn); CEO and Chair roles are separated .
Committee summary:
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair (Baldwin) | 4 |
| Compensation | Member (Baldwin) | 5 |
| Governance & Nominating | Not a member | 1 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $27,000 | $19,900 |
Notes:
- No individual line items for committee chair fees or meeting fees disclosed; amounts above reflect total cash fees .
Performance Compensation
2024 director equity grants were made under the 2024 Equity Incentive Plan and are time-based (not performance-based) with 4-year vesting.
| Grant Detail | Baldwin |
|---|---|
| Plan approval date | September 5, 2024 |
| Grant mechanics | Self-executing awards the day following approval (Sept 6, 2024) |
| Restricted stock (shares) | 14,698 shares; vests 25% per year starting Sept 6, 2025 |
| Restricted stock grant-date fair value ($) | $209,447; valued at $14.25/share |
| Stock options (shares) | 36,746 options; vest 25% per year starting Sept 6, 2025 |
| Stock option grant-date fair value ($) | $156,060 (Black-Scholes) |
| Option pricing/term | Options priced at FMV on grant date; max 10-year term under plan (specific strike/expiry per director not disclosed) |
Plan safeguards and terms:
- Dividends on unvested stock/RSUs accumulate and pay only upon vesting; no dividend equivalents on options .
- No repricing or cash buyouts of underwater options without stockholder approval .
- Double-trigger vesting upon change in control (CIC) with qualifying termination or if awards aren’t assumed by acquirer; clawback applies .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Baldwin |
| Interlocks/related-party exposures | No Baldwin-specific transactions disclosed; company disclosed a branch lease with MCB Real Estate (director P. David Bramble) with $48,000 paid through 12/31/2024 and ~$479,000 remaining over a 10-year term (Bramble wasn’t a director when the lease was executed) . |
Expertise & Qualifications
- CPA; director at Ellin & Tucker; member of AICPA and Maryland Association of CPAs .
- Designated Audit Committee financial expert by BVFL’s board .
- Core strengths: risk assessment, financial reporting, internal controls, and regulatory/accounting knowledge .
Equity Ownership
| As-Of Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | Unvested RS (shares) | Options Outstanding (shares) | Notes |
|---|---|---|---|---|---|
| July 19, 2024 | 57,950 | <1% | — | — | Based on 11,387,723 shares outstanding |
| March 14, 2025 | 72,648 | <1% | 15,464 | 36,746 | Based on 10,594,044 shares outstanding |
Vesting schedules for 2024 grants:
- Restricted stock vests 25% annually from Sept 6, 2025 .
- Options vest 25% annually from Sept 6, 2025 .
Governance Assessment
Strengths:
- Seasoned financial oversight: Audit Chair and SEC-defined “audit committee financial expert,” enhancing board financial rigor .
- Independence and structure: Independent director; independent board chair with CEO/Chair split improves oversight .
- Engagement baseline: No director below 75% attendance across BV Financial and bank boards/committees in 2024; active committee cadence (Audit 4; Comp 5) .
- Equity alignment: Meaningful equity grants with multi-year vesting; plan includes clawbacks, no option repricing, and double-trigger CIC treatment .
Risks / RED FLAGS:
- Absence of anti-hedging policy: Company does not prohibit hedging by directors/officers—misalignment risk for long-term holders .
- Section 16 reporting lapse: Baldwin (among others) filed one late Form 4 related to 2024 Plan grants—process/control optic to monitor .
- One-time outsized director equity awards in 2024: Large initial grants (14,698 RS; 36,746 options) materially increased director equity compensation vs 2023; though they vest over 4 years, investors may scrutinize scale and structure .
Related party/loans context:
- Director/officer loans are permitted only on market terms with board pre-approval; 2024 disclosed no outstanding loans at year-end; 2025 emphasizes ordinary-course terms and approvals (no exceptions noted) .
Director Compensation (context)
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees | $27,000 | $19,900 |
| Stock awards (grant-date FV) | $10,471 | $209,447 (14,698 RS; $14.25/share basis) |
| Option awards (grant-date FV) | — | $156,060 (36,746 options) |
| Total | $37,471 | $385,407 |
Notes on Compliance & Policies
- Clawbacks: 2024 Equity Incentive Plan awards are subject to company clawback policies .
- Change-in-control: Double-trigger vesting for most awards; accelerated if awards are not assumed by acquirer .
- Dividends: No payment on unvested stock/RSUs until vesting; no dividend equivalents on options .
Data Sources
- 2025 DEF 14A (April 3, 2025): independence, committees, director compensation 2024, stock ownership 2025, attendance, policies, related-party, Section 16 compliance .
- 2024 DEF 14A (August 1, 2024): board structure, 2023 director compensation, 2024 Equity Incentive Plan terms and director grants, stock ownership 2024 .