David McGrady
About David J. McGrady
David J. McGrady, 69, is an independent director of Broadway Financial Corporation (BYFC) with board service dating back to 1997 including pre‑merger service at CFBanc; his current BYFC board term expires in 2027 . He is a consultant specializing in community development and a nationally recognized expert on the New Markets Tax Credit program, advising on governance, capitalization, risk assessment, underwriting, portfolio management, and tax credit programs; he holds a bachelor’s degree from King University and a law degree from Harvard University . His qualifications include deep experience across finance, real estate, mortgage, and tax credit industries, with governance credentials highlighted by chair and committee roles in related entities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Center for Community Self‑Help (Durham, NC) | Director of Commercial Programs | Not disclosed | Led origination of 1,300+ higher‑risk business loans totaling >$80M |
| CFBanc (pre-merger entity) | Director | Since 1998 until merger completion | Continued as BYFC director upon completion of the merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City First Enterprises (CFE) | Director; Chair, CFE Directors Loan Committee | Current | CFE is parent/holder of 14.05% of BYFC Voting Common Stock; interlock with BYFC directors (Argrett, Longbrake, McGrady, Donovan) |
| Calvert Impact Capital | Investment Committee Member | Current | Investment oversight role |
Board Governance
- Independence and leadership: The board deems McGrady independent under Nasdaq and SEC rules; BYFC combines CEO/Chair (Argrett) with a designated Lead Independent Director (Johns) .
- Board and bank committee assignments (2024 activity shown where disclosed):
- Company Compensation & Benefits Committee: Member; 9 meetings in 2024; all members independent and empowered to engage outside experts .
- Bank Directors Loan Committee: Chair; 13 meetings in 2024 .
- Bank Internal Asset Review Committee: Member; 9 meetings in 2024 .
- Bank Compensation & Benefits Committee: Member; 9 meetings in 2024 .
- Attendance: The Company and Bank boards each held 12 regular meetings in 2024; all incumbent directors attended at least 83% of board and committee meetings, and all outside directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Detail | Amount/Terms | 2024 Value (McGrady) |
|---|---|---|---|
| Board Service Retainer (cash) | Quarterly retainer | $12,500 per quarter; Lead Independent $14,000; Chair of Board $15,000 | $56,000 (includes chair retainer where applicable) |
| Committee Chair Retainer (cash) | Additional quarterly fee for chairs | $1,500 per quarter | Included in total cash above (BYFC director cash comp total = $56,000) |
| Equity (unrestricted stock) | Annual grant to outside directors | $12,000 in unrestricted stock; 2024 grant date 5/24/2024 at $4.84/share for share count determination | $12,000 |
| Separate compensation for Bank board service | Policy | None; no separate pay for Bank board service | N/A |
Performance Compensation
| Item | Status/Terms | Evidence |
|---|---|---|
| Performance‑based director equity (PSUs/RSUs) | Not disclosed for directors; annual grant is unrestricted stock (not performance‑based) | Unrestricted stock to outside directors each year ($12,000) |
| Stock options for directors | None outstanding for directors as of 12/31/2024 | “As of December 31, 2024, none of the directors held any outstanding equity awards.” |
| Clawback policy | Adopted Oct 2023 to comply with Nasdaq 5608; applies to recovering excess incentive‑based executive compensation upon restatements | Company clawback policy disclosure |
| Anti‑hedging policy | Prohibits employees, officers, and directors from hedging Company securities | Anti‑hedging policy disclosure |
Note: BYFC discloses no director performance metrics tied to director compensation; the annual director equity grant is unrestricted stock, not performance‑vested .
Other Directorships & Interlocks
| Entity | Nature of Interlock | Detail/Implication |
|---|---|---|
| City First Enterprises (CFE) | Parent/major holder and overlapping directorships | CFE owns 14.05% of BYFC Voting Common; BYFC directors Argrett, Longbrake, McGrady, and Donovan also serve on CFE’s board (information flow and influence considerations) |
| Co‑investments (CFE & Bank) | Related‑party transaction oversight | From time to time, CFE and City First Bank each invest in the same community development projects; Bank loans are made on market terms and reviewed/approved by the Directors Loan Committee (chaired by McGrady), with policy and Audit Committee oversight |
Expertise & Qualifications
- Community development finance specialist and nationally recognized New Markets Tax Credit expert; advisor on >30 successful NMTC applications totaling >$1.7B in allocations .
- Legal training (Harvard Law) with governance and risk expertise across corporate structure, capitalization, underwriting, and portfolio management .
- Prior operating results in mission finance: led 1,300+ higher‑risk business loans totaling >$80M at Center for Community Self‑Help .
Equity Ownership
| Holder | Shares of Voting Common | % Voting Common | Notes |
|---|---|---|---|
| David J. McGrady | 7,548 | <1% | BYFC had 6,133,044 Voting Common and 9,231,180 total common outstanding as of 3/31/2025 |
| Hedging/Pledging | Hedging prohibited; pledging not disclosed | — | Anti‑hedging policy applies to directors; no specific anti‑pledging policy disclosed |
| Outstanding director equity awards | None as of 12/31/2024 | — | No outstanding director options/awards at year‑end 2024 |
Compensation Committee Analysis (Relevance to Board Effectiveness)
- Composition and independence: Compensation & Benefits Committee members are Davidson (Chair), Ross, McGrady, and Longbrake; all are independent and authorized to engage outside experts .
- Activity level: The committee met nine times in 2024, indicating active oversight of compensation and incentive matters, including CEO pay recommendations and approvals at the Board level .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2025 annual meeting: Say‑on‑pay approved (For: 2,659,060; Against: 162,835; Abstentions: 196,789; Broker non‑votes: 353,706) .
- 2024 annual meeting: Say‑on‑pay approved (For: 3,003,536; Against: 141,099; Abstentions: 2,289; Broker non‑votes: 895,360) .
Governance Assessment
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Positives:
- Independent director with deep community development finance and legal expertise aligned to BYFC’s mission; extensive committee engagement including chairing the Bank’s Directors Loan Committee .
- Strong committee structure and cadence (e.g., 9–13 meetings across key bank committees), with explicit authority to use independent advisors for compensation oversight .
- Board‑level controls (anti‑hedging policy; clawback policy; committee‑based risk oversight framework) support investor protection and alignment .
- Attendance and engagement indicators are solid (≥83% for all incumbents; annual meeting attendance by all outside directors) .
-
Risk indicators / RED FLAGS to monitor:
- Interlocks and potential conflicts: McGrady is a director of City First Enterprises (14.05% BYFC Voting Common holder) and chairs the Bank’s Directors Loan Committee that reviews loans for projects where CFE may co‑invest; while policies require market terms and committee/Audit oversight, the dual roles warrant ongoing monitoring for conflicts and recusal practices .
- Long tenure: Service dating back to 1997 (including pre‑merger) can raise independence perceptions for some investors despite current Nasdaq/SEC independence status; continued Lead Independent Director oversight and committee independence mitigate but do not eliminate this concern .
- Combined CEO/Chair structure: BYFC combines the roles (with a Lead Independent Director), which some governance frameworks view as a structural risk; however, the company cites strategic rationale and lead‑independent counterbalances .
No director‑specific stock ownership guidelines, pledging policies, or individual attendance percentages were disclosed; BYFC discloses an anti‑hedging policy applicable to directors and reports aggregate attendance thresholds .
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