Mary Ann Donovan
About Mary Ann Donovan
Mary Ann Donovan (age 61) is an independent director of Broadway Financial Corporation (BYFC) and City First Bank, N.A. She has served on the BYFC board since 2020 (including prior service at CFBanc before the 2021 merger), with her current term expiring in 2026. She is President & CEO of Raza Development Fund (since August 2022), and holds a B.A. in Economics from Allegheny College and an MBA from the University of Maryland. Core credentials: CDFI leadership, federal policy experience, board governance, and community development finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Local Initiatives Support Corporation (LISC) | Chief Operating Officer | Not disclosed | National community development execution |
| U.S. Treasury CDFI Fund | Director | Not disclosed | Oversight of federal CDFI programs |
| CoMetrics, Inc. | CEO | Not disclosed | Built data/BI tools for SMBs/nonprofits |
| The White House | Senior Policy Advisor | 2012–2013 | Collaborated with Office of Social Innovation & Council on Environmental Quality |
| Capital Impact Partners (CDFI) | Chief Operating Officer | Not disclosed | Operations leadership in CDFI lending |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Raza Development Fund (CDFI) | President & CEO | Aug 2022 – present | Latino-led CDFI leadership |
| Center for Community Investment | Senior Fellow | Not disclosed | Thought leadership in community investment |
| City First Enterprises (CFE) | Director | Not disclosed | Interlock with BYFC’s significant shareholder (14.05% of Voting Common Stock) |
Board Governance
- Independence: The board determined Ms. Donovan (and all non-employee directors) are independent under Nasdaq and SEC rules .
- Board structure: Combined Chair/CEO (Brian Argrett), Vice Chair (Wayne-Kent Bradshaw), Lead Independent Director (Marie C. Johns) .
- Committee memberships (Company): Audit Committee member; Corporate Governance (Nominating) Committee member. Audit met 10 times in 2024; Governance met 6 times in 2024 .
- Committee memberships (Bank): Audit Committee member; Directors Loan Committee member (13 meetings in 2024); Corporate Governance Committee member .
- Attendance: All incumbent directors attended at least 83% of full board and committee meetings in 2024; all outside directors attended the 2024 Annual Meeting of Stockholders .
- Risk oversight: Audit oversees risk assessment and internal controls; Bank Risk & Compliance and other bank committees manage operating risks; Corporate Governance manages conflicts and independence .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board service retainer (cash) | $50,000 | $50,000 | Policy: $12,500 quarterly for outside directors; Lead Independent Director $14,000/qtr; Board Chair $15,000/qtr; Committee Chair +$1,500/qtr . |
| Equity grant (unrestricted stock) | $12,000 | $12,000 | Granted annually; 2024 shares at $4.84 close on 5/24/24; no outstanding director equity awards at 12/31/24 . |
| Meeting fees | Not disclosed | Not disclosed | Not specified in policy; outside directors compensated via retainers and annual stock . |
| Total (cash + equity) | $62,000 | $62,000 | Matches disclosed totals. |
Performance Compensation
- No performance-based director compensation disclosed (no options, PSUs, or performance metrics for directors). Equity grants to directors are unrestricted stock with fixed grant value; no performance metric table applies .
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| City First Enterprises (CFE) | Private | Director | CFE owns ~14.05% of BYFC Voting Common Stock; four BYFC directors (incl. Donovan) also serve on CFE’s board. BYFC notes related investments in the same community development projects by CFE and the Bank; such loans are made on market terms and reviewed/approved under policy . |
Expertise & Qualifications
- CDFI/Community development finance executive (RDF CEO; former CDFI Fund Director; COO roles at LISC and Capital Impact Partners), federal policy and White House experience, governance and marketing/business development. Education: B.A. Allegheny; MBA University of Maryland .
- Serves on Company and Bank Audit Committees and Directors Loan Committee, aligning background with credit/risk oversight .
Equity Ownership
| Metric | As of 5/31/2024 | As of 3/31/2025 | Notes |
|---|---|---|---|
| Voting Common Shares Beneficially Owned | 4,644 (<1%) | 7,548 (<1%) | Increased year over year. “<1%” of Voting Common Stock per disclosure. |
| Outstanding director equity awards | None disclosed at 12/31/2024 | — | Directors held no outstanding equity awards as of year-end 2024 . |
| Anti-hedging | Prohibited for directors (no hedging, options, collars, swaps, etc.) | — | Policy applies to all directors, officers, employees . |
RED FLAG WATCH: Pledging/hedging – hedging is prohibited; pledging policy not discussed. No director ownership guidelines disclosed for directors in the proxy materials cited .
Governance Assessment
-
Positives:
- Independent status; active service on Audit and Governance committees; membership on Bank Directors Loan Committee suggests deep engagement with credit oversight .
- Strong attendance (≥83%) and full outside director presence at 2024 annual meeting support engagement .
- Simple, modest director pay structure with balanced cash/equity; no options or performance re-pricing risk; annual equity is unrestricted fixed-value stock .
- Company-level clawback policy (executives) and anti-hedging policy (directors and officers) are governance-friendly signals .
-
Risks / Potential Conflicts:
- Interlock with City First Enterprises (significant shareholder at ~14.05% of Voting Common Stock) — four BYFC directors, including Donovan, serve on CFE’s board. While BYFC states related loans occur on market terms and undergo committee approval, the interlock requires continued vigilance for perceived conflicts .
- Combined Chair/CEO structure concentrates authority (mitigated by Lead Independent Director role) .
-
Shareholder feedback signal:
- 2024 say-on-pay advisory vote passed (3,003,536 for; 141,099 against; 2,289 abstentions; 895,360 broker non-votes), indicating acceptable pay practices in the prior year; though director pay is separate, it reflects overall governance sentiment .
Appendix: Committee Detail Snapshot (2024)
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Company Audit | Member | W.A. Longbrake | 10 |
| Company Corporate Governance (Nominating) | Member | Marie C. Johns | 6 |
| Bank Audit | Member | W.A. Longbrake | 10 |
| Bank Directors Loan | Member | David J. McGrady | 13 |
| Bank Corporate Governance | Member | Marie C. Johns | 6 |
Notes and sources:
- Director profile, age, tenure, and current term .
- Independence and board structure .
- Committee memberships and meeting counts .
- Attendance and annual meeting attendance .
- Director compensation policy and 2023–2024 compensation amounts .
- Beneficial ownership for Donovan (2024 and 2025) .
- Anti-hedging and clawback policies .
- Related party policy and CFE interlock details .
- Voting results (say-on-pay 2024) .