Dutch Ross
About Dutch C. Ross III
Independent director of Broadway Financial Corporation (BYFC) since 2016; age 78 as of May 31, 2025. Former President & CEO of Economic Resources Corporation (1996–Aug 2020) and earlier managerial/financial roles at ARCO (1975–1995) and The Wickes Corporation (1971–1975). Education: B.S. in Industrial Economics and M.S. in Industrial Management from Purdue University. BYFC identifies Ross as an independent, non‑employee director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Economic Resources Corporation (ERC) | President & CEO | 1996 – Aug 2020 | Led economic development/job creation in underserved communities |
| Atlantic Richfield Company (ARCO) | Managerial, financial, and planning positions | Jan 1975 – Dec 1995 | Corporate HQ, divisional and subsidiary roles |
| The Wickes Corporation | Financial analysis positions | 1971 – 1975 | Finance analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genesis LA Economic Growth Corporation | Director | Not disclosed | Serves on Audit and Finance Committees |
No other public company directorships disclosed for Ross in BYFC’s proxy .
Board Governance
- Independence: Board determined Ross and all non‑employee directors are “independent” under Nasdaq/SEC rules .
- Committee assignments (Company): Compensation and Benefits Committee member .
- Committee assignments (Bank): Compensation and Benefits Committee member; Internal Asset Review Committee Chair; Directors Loan Committee member .
- Attendance: Board held 12 regular meetings in 2024; all incumbent directors attended at least 83% of Board and committee meetings; all outside directors attended the 2024 Annual Meeting .
- Board leadership: Combined Chair/CEO; Lead Independent Director is Marie C. Johns; periodic executive sessions are held .
- Years of service: Director since 2016; current term expires 2025 and he is a nominee for re‑election to 2028 .
Fixed Compensation
| Component | Policy/Amount | 2024 Amount (Ross) |
|---|---|---|
| Board Service Retainer (non‑employee directors) | $12,500 per quarter | $50,000 cash (4 quarters) |
| Committee Chair Retainer | +$1,500 per quarter (for each chair role) | $6,000 cash (indicates chair duties attributable to retainers) |
| Lead Independent Director Retainer | $14,000 per quarter (in lieu of board retainer) | Not applicable to Ross |
| Chair of the Board Retainer | $15,000 per quarter (in lieu of board retainer) | Not applicable to Ross |
| Equity (annual) | $12,000 in unrestricted stock | $12,000 equity (≈2,479 shares at $4.84 close on 5/24/2024) |
| Total 2024 Director Compensation | Cash + Stock | $68,000 ($56,000 cash; $12,000 stock) |
Notes:
- The number of shares for the $12,000 stock grant is determined by dividing $12,000 by $4.84 (closing price on May 24, 2024); directors held no outstanding equity awards at 12/31/2024 .
Performance Compensation
| Metric Type | Disclosure |
|---|---|
| Director performance‑based metrics (cash or equity) | None disclosed; non‑employee director pay is retainer‑based plus fixed-value annual stock grant; no options/RSUs for directors outstanding at year‑end |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Ross |
| Private/non‑profit boards | Genesis LA Economic Growth Corporation (Audit and Finance Committees) |
| Interlocks (controlling shareholders/affiliates) | City First Enterprises owns ~14.05% of BYFC Voting Common; four BYFC directors (Argrett, Longbrake, McGrady, Donovan) also sit on City First Enterprises’ board; Ross is not listed among them . |
Expertise & Qualifications
- Financial executive with 45+ years in Fortune 500 and non‑profit economic development; deep knowledge of BYFC’s markets and business .
- Formal education in industrial economics/management (Purdue) .
- Committee leadership experience (chairing Internal Asset Review at the Bank) and oversight of loan classification/allowance processes .
Equity Ownership
| Holder | Shares of Voting Common Stock Beneficially Owned | Percent of Voting Common | As‑of |
|---|---|---|---|
| Dutch C. Ross III | 11,387 | <1% (“*”) | March 31, 2025 |
BYFC had 6,133,044 Voting Common shares outstanding on the record date for the 2025 meeting . No director outstanding equity awards at 12/31/2024; annual director equity grants are unrestricted stock .
Governance Assessment
- Board effectiveness: Ross contributes extensive credit/asset review expertise as Chair of the Bank’s Internal Asset Review Committee and supports compensation oversight via Company Compensation & Benefits Committee membership, aiding risk management and alignment .
- Independence and engagement: Independent status; strong attendance culture (≥83% across Board/committees) and annual meeting participation, supporting investor confidence .
- Ownership alignment: Ross holds 11,387 BYFC Voting shares; directors receive a modest fixed-value annual stock grant (~$12k); no director options/RSUs outstanding—alignment exists but equity exposure is limited for directors relative to retainer cash .
- Policies and safeguards: Anti‑hedging policy prohibits hedging of company stock; Nasdaq‑compliant clawback policy adopted for executives (director compensation not subject to performance recoupment) .
- Conflicts/related parties: No related‑party loans outstanding; transactions subject to Regulation O and committee approvals; while City First Enterprises is a significant holder with overlapping directors, Ross is not among overlap—his personal conflict exposure appears low; continued vigilance warranted given affiliate project co‑investments .
RED FLAGS
- Significant shareholder influence and board interlocks with City First Enterprises (not involving Ross personally) may raise governance scrutiny on independence at the board level (monitor affiliate transactions and committee oversight) .
Overall implication: Ross’s long credit/asset oversight background and committee roles strengthen risk governance. His independence and attendance are positives. Equity alignment is modest; however, fixed retainer plus annual unrestricted stock is consistent with small‑cap bank director pay practices as disclosed. No personal conflicts or related‑party exposures are disclosed for Ross in the proxy .