Marie Johns
About Marie C. Johns
Marie C. Johns (age 73) is Lead Independent Director of Broadway Financial Corporation and City First Bank, N.A., serving on the BYFC board since 2014 (including service at predecessor CFBanc) and appointed Lead Independent Director in 2021. She is former President of Verizon Washington and served as Deputy Administrator of the U.S. Small Business Administration; she founded and is CEO of PPC‑Leftwich LLC (formerly L&L Consulting). Johns holds a B.S. and an M.P.A. from Indiana University’s O’Neill School of Public and Environmental Affairs and is a Trustee of Howard University (chairs Student Life; vice chair Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Washington | President | Not disclosed | Senior operational leadership (telecom) |
| U.S. Small Business Administration | Deputy Administrator | 2011 impact cited | Led record $30B lending to 60,000+ small businesses in 2011 |
| PPC‑Leftwich LLC (formerly L&L Consulting) | Founder & CEO | Not disclosed | Business development, organizational effectiveness, public policy advisory |
| CFBanc | Director; Chair of the Board | Director since 2014; Chair since 2018 | Governance leadership prior to BYFC merger |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard University | Trustee | Not disclosed | Chairs Student Life; Vice Chair Governance |
| Federal City Council | Director/Member | Not disclosed | Civic/economic development |
| Economic Club of Washington, D.C. | Director/Member | Not disclosed | Business leadership network |
| Washington, D.C. Chamber of Commerce | Director/Member | Not disclosed | Regional business advocacy |
| WLR Foods | Director (prior) | Not disclosed | Public company board experience |
| Kaiser Permanente Mid‑Atlantic | Director (prior) | Not disclosed | Healthcare governance |
| Hager Sharp | Director (prior) | Not disclosed | Communications/marketing firm governance |
| Document Systems Inc. | Director (prior) | Not disclosed | Document imaging/storage governance |
| Harvest Bank of Maryland | Director (prior) | Not disclosed | Banking governance |
| Indiana University O’Neill School | Dean’s Council member | Not disclosed | Academic advisory |
| Tobias Center for Leadership Excellence | Former Board member | Not disclosed | Leadership development |
Board Governance
- Independence: The Board determined all non‑employee directors, including Ms. Johns, are independent under Nasdaq and SEC rules .
- Board leadership: BYFC combines Chair/CEO roles; Ms. Johns serves as Lead Independent Director, chairs executive sessions of independent directors, coordinates agendas with Chair/Vice Chair, and acts as liaison with management .
- Committees (Company level, 2024 activity):
- Audit Committee: Member; 10 meetings in 2024
- Compensation & Benefits Committee: Not listed as member (Company level)
- Corporate Governance Committee (Nominating): Chair; 6 meetings in 2024
- Committees (Bank level, 2024 activity):
- Audit Committee: Member; 10 meetings in 2024
- Risk & Compliance Committee: Member; 7 meetings in 2024
- Corporate Governance Committee: Chair; 6 meetings in 2024
- Attendance: Boards of the Bank and Company each held 12 regular meetings in 2024; all incumbent directors attended at least 83% of Board and committee meetings on which they served .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Fees (Lead Independent + committee retainer) | $62,000 | $62,000 | $62,000 |
| Stock Awards (Unrestricted common, grant date value) | $12,000 | $12,000 | $12,000 |
| Total Director Compensation | $74,000 | $74,000 | $74,000 |
| Policy details (effective Jan 1, 2022) | Quarterly Board retainer $12,500; Lead Independent quarterly $14,000; Committee Chair quarterly $1,500; annual stock $12,000 | Same as 2022 | Same as 2022 |
- Notes:
- Members do not receive separate compensation for service on the Bank’s board .
- 2024 director stock award value per director determined by $12,000 divided by $4.84 (closing price on May 24, 2024) .
Performance Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Director Stock Award (unrestricted; grant value) | $12,000; shares determined at $1.78 closing price on Feb 16, 2022 | $12,000; shares determined at $10.40 closing price on Feb 21, 2023 | $12,000; shares determined at $4.84 closing price on May 24, 2024 |
| Options/RSUs for directors | None outstanding at Dec 31 of each period | None outstanding | None outstanding |
| Performance metrics tied to director pay | Not disclosed (BYFC director pay is retainer + unrestricted stock) |
Other Directorships & Interlocks
| Company/Entity | Type | Relationship to BYFC | Interlock/Conflict Notes |
|---|---|---|---|
| City First Enterprises (CFE) | Parent of smaller reporting company; 14.05% of BYFC Voting Common | Ms. Johns is not listed as a CFE director; CFE board includes Argrett, Longbrake, McGrady, Donovan | No direct interlock disclosed for Ms. Johns |
| WLR Foods, Kaiser Permanente (Mid‑Atlantic), Hager Sharp, Document Systems Inc., Harvest Bank of Maryland | Prior boards | None | Historical service; no current BYFC transaction ties disclosed |
Expertise & Qualifications
- Governance and regulatory expertise; experience in Washington, D.C. market; executive management in public and corporate sectors .
- Recognition and service: Greater Washington Business Hall of Fame; Leaders of the Year; 100+ community service awards .
Equity Ownership
| Holder | Shares (Voting Class A) | % of Voting Common | Outstanding Director Equity Awards |
|---|---|---|---|
| Marie C. Johns | 7,548 | <1% | None outstanding as of Dec 31, 2024 |
- Anti‑hedging: Directors and employees are prohibited from engaging in hedging transactions in Company securities .
Say‑on‑Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve executive compensation | 2,659,060 | 162,835 | 196,789 | 353,706 |
- All three director nominees were elected; the governance amendment to remove certificate “cause” definition for director removal passed; auditor ratification passed .
Governance Assessment
- Strengths: Independent status; Lead Independent Director role; chairs Nominating/Governance; active Audit and Risk oversight; documented board and committee activity; acceptable attendance (≥83%); anti‑hedging policy; no related‑party loans outstanding as of year‑end 2024 .
- Alignment: Ownership of 7,548 shares and annual unrestricted stock awards provide some alignment, though director pay is majority cash with modest equity component; no director options/RSUs outstanding reduces complexity and repricing risk .
- Potential conflicts: No disclosed related‑party transactions involving Ms. Johns; City First Enterprises board overlaps exist for other BYFC directors but not for Ms. Johns .
- RED FLAGS: None disclosed specific to Ms. Johns. Broader board considerations include combined Chair/CEO structure (mitigated by Lead Independent Director responsibilities) and multiple committee memberships requiring sustained engagement .