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Elizabeth Sur

Executive Vice President, General Counsel and Chief Risk Officer at BROADWAY FINANCIAL CORP \DE\
Executive

About Elizabeth Sur

Elizabeth F. Sur is Executive Vice President, General Counsel, and Chief Risk Officer of Broadway Financial Corporation and City First Bank since May 15, 2024; she was age 63 as of March 31, 2025 and previously held senior regulatory roles at Wells Fargo and Barclays . She is admitted to the Pennsylvania Bar and has led regulatory relations, regulatory exam management, and risk oversight functions, including building independent credit risk review capabilities at prior institutions . Company performance during her tenure includes net income of $1.926 million in 2024 and a cumulative TSR proxy measure that translated an initial $100 investment to $37 at year-end 2024, reflecting broader franchise challenges and sector headwinds .

MetricFY 2022FY 2023FY 2024
Net Income ($USD)$5,636,000 $4,514,000 $1,926,000
Value of $100 Investment Based on TSR ($)$44 $37 $37

Past Roles

OrganizationRoleYearsStrategic Impact
Wells Fargo BankManaging Director, Regulatory Intelligence2022–2024Identified regulatory issues, developed sustainable solutions, and managed reporting on remediation progress
Barclays Bank (Americas)Managing Director & Head of Regulatory Relations2018–2022Managed prudential and securities regulator relationships; oversaw exams and commitments; aligned risk with supervisory expectations
PNC BankCredit Risk/Underwriting leadershipNot disclosedDeveloped independent credit risk review; managed underwriting and credit approval teams
Private Legal PracticePartner (financial services transactional/regulatory)4 yearsProvided legal guidance on regulatory matters and borrower relationships for financial services clients

External Roles

OrganizationRoleYearsNotes
Reinvestment FundBoard Vice Chair; Executive, Audit, Governance Committees; Co‑Chair Community Facilities Loan CommitteeNot disclosedOver 20 years involvement; leadership across committees
Drueding Center (Philadelphia)Advisory Board MemberNot disclosedTransitional housing nonprofit
Calcutta House (Philadelphia)Board/VolunteerNot disclosedHousing/support services for people living with AIDS
Chester County Medical Reserve Corps; Foster‑to‑Adopt (Chester County)VolunteerNot disclosedCommunity service engagements

Fixed Compensation

  • Individual base salary and fixed pay elements for Elizabeth Sur were not disclosed in SEC filings reviewed. The Company disclosed detailed terms for the CEO and certain NEOs only; Sur is not a Named Executive Officer in the 2025 proxy .
ItemDetails
Base SalaryNot disclosed for Sur in 8‑K or DEF 14A
Employment StatusAppointment effective May 15, 2024; no Sur-specific employment agreement terms disclosed in 8‑K; CFO’s terms were disclosed separately
PerquisitesNot disclosed for Sur; CEO perquisites described separately in proxy (automobile allowance, social club dues), not applicable to Sur disclosures

Performance Compensation

Broadway’s Incentive Plan for senior executives (non‑CEO) sets payout ranges tied to pre‑set performance objectives; eligibility is “generally available” to senior executive officers, which includes roles like EVP. Specific Sur payouts and targets were not disclosed.

ComponentMetric/StructureTarget/PayoutVesting/Timing
Annual Cash Incentive (non‑CEO senior execs)Gate: ≥80% of Board-approved consolidated net earnings; Objectives in Net Earnings, Capital, Compliance, Net Loan Growth, Asset Quality, Core Deposit Growth Minimum 20% of base; Target 25%; Max 31% of base salary Paid after year-end upon Compensation Committee determination
Annual Equity AwardsDiscretionary restricted stock grants generally in March; company does not grant options to employees Grant values determined by committee; CEO scale disclosed, non‑CEO executives follow plan practices; Sur-specific grants not disclosed Typical practice: awards vest per individual grant terms; CEO/CFO vesting schedules disclosed; Sur’s vesting not disclosed
ClawbackNasdaq 5608-compliant recovery of excess incentive-based comp upon restatement; 3-year lookback Applies to covered executives including NEOs Recovery pursued on reasonably prompt basis
Anti-HedgingProhibits hedging or transactions designed to offset declines in Company stock (e.g., collars, swaps, options) Applies to employees, officers, directors Ongoing policy

Equity Ownership & Alignment

ItemAs ofDetail
Total Beneficial OwnershipMay 28, 2024Form 3 indicates “No securities are beneficially owned.” (0 shares)
Ownership % of OutstandingMay 28, 20240%; Form 3 shows no holdings; Company had 9,231,180 total common shares outstanding as of March 31, 2025 for context
Vested vs UnvestedNot disclosedNo Sur-specific award disclosures in proxy/tables reviewed
Options (Exercisable/Unexercisable)Not disclosedCompany does not currently grant options; NEO tables show none for CEO/CFO in 2024; Sur-specific options not disclosed
Pledging/HedgingPolicy prohibits hedging; pledging policy not specifically disclosed; no Sur pledging disclosed
Ownership GuidelinesNot disclosedNo executive ownership guideline disclosure found in proxy

Employment Terms

TermDisclosure
Start DateAppointments effective May 15, 2024 (sur and other executives)
ContractNo Sur-specific employment agreement or severance/change‑of‑control terms disclosed; CFO appointment at‑will detailed separately
Non‑compete/Non‑solicitNot disclosed for Sur; McCloud’s agreement contained non‑solicit provisions; not indicative for Sur
Clawback/Insider TradingCompany-wide clawback and insider trading policies in effect

Performance & Track Record

  • Enhanced senior management: BYFC highlighted strengthening the team since early 2023, naming additions including Elizabeth Sur to deepen regulatory and risk capabilities; slide materials emphasized investments in personnel and infrastructure .
  • Operating context: Net interest margin expanded in 2022 post-merger then compressed with Fed rate increases; deposits strategy being rebuilt to lower cost; management noted non‑recurring items impacting profits during 2021–2024 .
  • Company performance metrics: Net income fell from $5.636M (2022) to $1.926M (2024); TSR proxy measure remained at $37 for 2023–2024, indicating equity value pressure over the period .

Compensation Committee Analysis

  • Composition and independence: Compensation & Benefits Committee comprises independent directors Robert C. Davidson (Chair), Dutch C. Ross III, David J. McGrady, and Dr. William A. Longbrake; authorized to engage outside experts; held nine meetings in 2024 .
  • Governance and oversight: Committee oversees salary/benefits and incentive compensation; CEO pay determined and approved by the committee and Board; company maintains pay‑for‑performance posture per advisory vote framing .

Related Party Transactions and Governance

  • Related party lending/transactions governed under Reg O and reviewed by Audit/Loan Committees; no loans to related parties as of year‑end 2024; City First Enterprises owns ~14.05% of Voting Common Stock; several directors serve on CFE’s board .
  • Board risk oversight: Multiple committees manage operational, compliance, credit, and ALM risks; the Bank’s Risk & Compliance Committee oversees regulatory compliance including cybersecurity .

Investment Implications

  • Alignment and selling pressure: Sur reported no beneficial ownership at appointment and no Form 4 transactions were found in filings reviewed, implying limited immediate insider selling pressure; monitor future restricted stock grants typically made in March and any subsequent Form 4s for emerging liquidity windows .
  • Incentive design: Senior executive incentives gate on achieving ≥80% of consolidated net earnings and span earnings, capital, compliance, loan growth, asset quality, and core deposits—aligning Sur’s risk/legal leadership with enterprise outcomes; however, her individual targets/payouts are undisclosed, reducing transparency for pay‑for‑performance assessment .
  • Retention risk: Absence of disclosed individual employment and severance terms for Sur (versus detailed CEO terms) places greater weight on annual incentives/equity practices for retention; watch for equity grant timing and vesting cadence that may create event‑driven trading signals .
  • Company backdrop: Profitability and TSR trends have been pressured in 2023–2024 while management has been rebuilding deposits and strengthening oversight functions; Sur’s regulatory and risk credentials are accretive for execution risk, but equity value recovery depends on improving core financial metrics tracked by the incentive plan .