Mary Hentges
About Mary M. Hentges
Independent director of Broadway Financial Corporation (BYFC), appointed March 5, 2025; age 66 as of May 31, 2025. She brings over 30 years of CFO-level experience across fintech, media, and enterprise technology, and holds a B.S. in Accounting from Arizona State University. The Board determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noom, Inc. (via KongBasile) | Advising Chief Financial Officer | Nov 2022–Dec 2023 | Guided finance during scaling |
| SoundThinking, Inc. (ShotSpotter) | Interim Chief Financial Officer | Oct 2020–Jan 2021 | Led finance during transition |
| YapStone, Inc. | CFO & EVP | 2012–2014 | Payments operations, capital allocation |
| CBS Interactive | Chief Financial Officer | 2010–2012 | Media finance, digital KPIs |
| PayPal, Inc. | CFO & Vice President | 2003–2010 | Global finance leadership at scale |
| Agilent Technologies | Assistant Corporate Controller | 1999–2003 | Corporate controllership |
| HP, Inc. | Finance Director | 1994–1999 | Business unit finance |
| PwC | Audit Senior Manager | 1991–1994 | Assurance leadership |
| EY | Senior Manager | 1981–1991 | Audit/consulting leadership |
| Jiko Group, Inc. | Advisor | Since 2019 | Fintech/banking advisory |
External Roles
| Organization | Role | Status |
|---|---|---|
| Upstart Holdings, Inc. (NASDAQ: UPST) | Director | Current |
| Arizona State University Foundation | Director | Current |
| Kaiser Permanente Bernard J. Tyson School of Medicine | Director | Current |
| Akili, Inc. (NASDAQ: AKIL) | Director | Proxy states “formerly served till sale in July 2024”; 8‑K noted “currently serves” as of Mar 10, 2025 (disclosure inconsistency) |
| Jiko Group, Inc. | Advisor | Current |
Note: BYFC’s May 19, 2025 proxy indicates Akili is a prior directorship; the March 10, 2025 8‑K described it as current, reflecting timing differences in disclosures .
Board Governance
- Independence: The Board determined Hentges and all non-employee directors are independent under Nasdaq/SEC standards .
- Board structure: Combined Chair/CEO with a Lead Independent Director (Marie C. Johns); BYFC and Bank boards identical in membership .
- Committee assignments:
- Company Audit Committee: Member (financial reporting, auditor oversight) .
- Bank Audit Committee: Member .
- Bank Risk & Compliance Committee: Member (cybersecurity, regulatory oversight) .
- Bank Internal Asset Review Committee: Member (loan classifications/allowance review) .
- Meeting cadence and attendance (context): In 2024, Boards each held 12 regular meetings; Bank Audit 10, Risk & Compliance 7, Internal Asset Review 9; all incumbent directors attended ≥83% of meetings. Hentges joined in 2025, so no 2024 attendance disclosure applies to her .
| Committee | Body | Role | 2024 Meetings |
|---|---|---|---|
| Audit | Company | Member | 10 |
| Audit | Bank | Member | 10 |
| Risk & Compliance | Bank | Member | 7 |
| Internal Asset Review | Bank | Member | 9 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Service Retainer (quarterly) | $12,500 | Non‑employee directors |
| Committee Chair Service Retainer (quarterly) | $1,500 | Additional, per chair role |
| Lead Independent Director Retainer (quarterly) | $14,000 | In lieu of Board retainer |
| Chair of Board Retainer (quarterly) | $15,000 | In lieu of Board retainer |
| Equity grant (annual) | $12,000 | Unrestricted stock each calendar year |
Standard director compensation applies to Hentges per 8‑K; no separate arrangements disclosed .
Performance Compensation
| Performance Linkage | Details |
|---|---|
| None | Director pay consists of cash retainers and annual unrestricted stock; no options, RSUs/PSUs, or performance metrics for directors disclosed. As of Dec 31, 2024, directors held no outstanding equity awards . |
Other Directorships & Interlocks
- Interlocks: No related-party transactions or family relationships disclosed for Hentges; Item 404(a) review found no material interests .
- Parent influence context: City First Enterprises owns ~14.05% of BYFC voting stock; 4 BYFC directors (Argrett, Longbrake, McGrady, Donovan) also serve on City First Enterprises’ board; Hentges is not listed among them .
Expertise & Qualifications
- Deep CFO experience across fintech (PayPal), media (CBS Interactive), and payments (YapStone), with audit/controllership foundations (EY, PwC, Agilent, HP) .
- Active service on Audit and risk-focused committees at BYFC/City First Bank, aligning with financial oversight needs .
- Education: B.S. in Accounting (Arizona State University) .
Equity Ownership
| Holder | Voting Common Shares | % of Voting Common | Total Common Shares (All Classes) | Date |
|---|---|---|---|---|
| Mary M. Hentges | 0 | <1% | Not disclosed for Mary; total company shares outstanding 9,231,180 | As of Mar 31, 2025 |
- Alignment policies: Anti‑hedging policy prohibits directors from hedging BYFC stock; clawback policy (Nasdaq 5608) applies to executives’ incentive compensation upon restatement (context for governance culture) .
Governance Assessment
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Strengths
- Independent director with extensive CFO and audit background; assigned to Audit, Risk & Compliance, and Internal Asset Review—high relevance to bank oversight and controls .
- No related‑party transactions, arrangements, or family ties—clean conflicts profile on appointment .
- Standard, balanced director compensation (cash retainer + modest annual stock), with anti‑hedging—reasonable alignment without excessive risk-taking incentives .
-
Watch Items / Potential Red Flags
- Zero reported beneficial ownership as of March 31, 2025; while annual unrestricted stock grants provide some alignment, current “skin-in-the-game” appears limited—monitor subsequent Form 4 filings and grant receipts in 2025–2026 .
- External board workload (e.g., Upstart) could pose time constraints; ensure sustained engagement and committee attendance post‑appointment (no 2025 attendance data yet) .
- Broader board interlocks with City First Enterprises among other directors (not Hentges) underscore the importance of independent oversight on related projects; Hentges’ audit/risk roles can serve as a mitigating influence .
Overall: Hentges adds strong finance and audit discipline to BYFC’s board and core bank committees, with an independence profile and no related‑party exposure at appointment. Key investor focus should be on her post‑appointment engagement metrics, evolving equity ownership, and effectiveness within Audit and risk committees in a mission‑driven, regulated banking context .