John Driver

About John M. Driver

John M. Driver (age 60) is an Independent Director of Broadway Financial Corporation (BYFC) and City First Bank, N.A., serving since 2022 with his current term expiring at the 2025 annual meeting; he is nominated to serve a new three-year term through 2028 . He is CEO of Lynx Technology (digital media and Smart Home IoT), is NACD Directorship Certified, and holds the NACD Certificate in Cybersecurity Oversight, with a B.S. in Industrial Engineering from Stanford and an MBA from Dartmouth’s Tuck School . He is also an Independent Director at Vital Energy, Inc. (NYSE: VTLE), serving on Audit, Finance, Nominating & Governance, and Risk & Compliance Committees .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all non‑employee directors, including Mr. Driver, are independent under Nasdaq and SEC rules .
• Board structure: BYFC combines Chair and CEO (Brian Argrett), with Marie C. Johns as Lead Independent Director .
• Committee assignments (Company): Audit Committee member (10 meetings in 2024; Chair: Dr. Longbrake) and Corporate Governance Committee member (6 meetings in 2024; Chair: Ms. Johns) .
• Committee assignments (Bank): Audit Committee member (10 meetings in 2024) and Risk & Compliance Committee member (7 meetings in 2024; Chair: Mr. Bradshaw) .
• Attendance: In 2024, all incumbent directors attended ≥83% of Board and committee meetings; in 2023, ≥95% attended; outside directors attended the 2024 and 2023 annual meetings .
• Election/tenure: Mr. Driver is a nominee in 2025 to serve a three‑year term ending in 2028; Board is classified into three classes .

Fixed Compensation

• Structure: Non‑employee directors receive a $12,500 quarterly Board retainer; committee chairs receive an additional $1,500 quarterly; Lead Independent Director receives $14,000 quarterly (in lieu of Board retainer); Chair of the Board receives $15,000 quarterly; each outside director receives $12,000 in unrestricted stock annually .
• Actual compensation (Driver):

• Share calculation references: 2023 grant sized at $12,000 divided by $10.40 closing price (Feb 21, 2023; pre‑reverse split reference, adjusted later); in 2024 sized at $12,000 divided by $4.84 closing price (May 24, 2024) .

Performance Compensation

• Director equity awards are annual unrestricted stock grants, not subject to performance metrics or vesting schedules; as of Dec 31, 2024 and Dec 31, 2023, directors held no outstanding equity awards .

Other Directorships & Interlocks

• Public company board: Vital Energy, Inc. (NYSE: VTLE), committee service in Audit, Finance, Nominating & Governance, Risk & Compliance .
• Parent interlock context: City First Enterprises (CFE) owns ~14.05% of BYFC voting common; four BYFC directors (Argrett, Longbrake, McGrady, Donovan) also serve on CFE’s board—Driver is not listed among these interlocks .

Expertise & Qualifications

• Core credentials: Corporate governance, strategy, finance, acquisitions, international operations; enterprise and consumer software; IoT; global sales and marketing; technology patenting; cybersecurity oversight certification (NACD) .
• Education: B.S. Industrial Engineering (Stanford); MBA (Tuck School of Business, Dartmouth) .
• Recognition: Corporate Directors Forum 2024 Director of the Year; Stanford Governor’s Award for long-standing volunteer service .

Equity Ownership

• Anti‑hedging: Company prohibits hedging or derivative transactions that offset declines in BYFC stock; applies to directors .
• Beneficial ownership and alignment:

• Note: Reverse stock split (1‑for‑8) effective Oct 31, 2023 impacted share counts .

Governance Assessment

• Strengths: Independent status; service on Audit and Corporate Governance committees (Company) and Risk & Compliance (Bank) aligns with cybersecurity oversight credentials and technology risk expertise . Attendance thresholds met by all directors; engagement includes attendance at annual meetings . No related-party transactions or insider loans disclosed; company policies require related party transactions to be at market terms with Audit Committee oversight .
• Alignment: Director pay is modest and balanced (cash retainer plus small annual stock grant), with no options or performance‑based equity—reduces risk of misaligned incentives while maintaining equity exposure .
• Potential concerns:
  • Low personal ownership (<1%) may signal limited financial alignment vs. executives, though annual stock grants contribute exposure .
  • Historical administrative issue: A late Form 3 filing was noted for Mr. Driver in 2023 (Section 16(a) compliance), albeit attributed to administrative error; not repeated subsequently (mild process red flag) .
  • Board leadership combines Chair/CEO, mitigated by Lead Independent Director structure and active committees; continued monitoring of board independence practices warranted .
• Signals: The 2025 proposal to remove certificate-level definition of “cause” for director removal to rely on Delaware common law reduces litigation risk and clarifies governance; no direct impact on Driver’s independence or duties .

Insider Trades

Compensation Structure Analysis (Directors)

• Stability: Cash fees held steady at $50,000 in 2023–2024 after $37,500 in 2022; annual stock grant remained $12,000 each year post‑appointment—indicates consistent, non‑inflationary board pay .
• Mix: Shift to unrestricted stock grants without options aligns with conservative governance practices (no option repricing exposure); no meeting fees disclosed—comp simplifies incentives .
• Ownership guidelines: Not disclosed in proxies; directors held no outstanding equity awards at year‑end 2023 and 2024 .

RED FLAGS (monitor): Low ownership (<1%); combined Chair/CEO structure; isolated late Section 16 filing in 2023 (administrative) .