Robert Davidson
About Robert C. Davidson, Jr.
Independent director of Broadway Financial Corporation (BYFC) since 2003; age 79 as of May 31, 2025. Founder, Chairman & CEO (retired 2007) of Surface Protection Industries, a paint and specialty coatings manufacturer founded in 1978; earlier co-founded Urban National Corporation (1972–1974), a private venture firm investing in minority-controlled businesses. Current civic and advisory roles include Smithsonian American Art Museum (Chairman‑Elect), Toyota Motor North America Diversity Advisory Board, Morehouse College (Chairman Emeritus), Art Center College of Design (Chairman Emeritus), Cedars‑Sinai Medical Center (Lifetime Member), and University of Chicago Booth Advisory Council. Board deems him independent under Nasdaq/SEC rules, with entrepreneurial and operating expertise in marketing, HR, and strategy relevant to BYFC’s markets.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surface Protection Industries | Founder, Chairman & CEO | 1978–2007 | Built one of the leading African American‑owned manufacturing firms; hands‑on experience across marketing, HR, strategic planning |
| Urban National Corporation | Co‑founder, Vice President | 1972–1974 | Venture capital focused on minority‑controlled businesses |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Smithsonian American Art Museum | Chairman‑Elect | Current | Governance role at major cultural institution |
| Toyota Motor North America | Diversity Advisory Board member | Current | Corporate advisory role (not a public company directorship) |
| Morehouse College | Chairman Emeritus | Current | Higher education governance |
| Art Center College of Design | Chairman Emeritus | Current | Higher education governance |
| Cedars‑Sinai Medical Center | Lifetime Member | Current | Health system governance body |
| Univ. of Chicago Booth School | Advisory Council member | Current | Business school advisory role |
Board Governance
- Independence: Classified by the Board as an independent, non‑employee director under Nasdaq/SEC standards.
- Committee assignments (Company): Compensation & Benefits Committee – Chair; Corporate Governance Committee – Member. The Compensation & Benefits Committee met nine times in 2024; Corporate Governance met six times.
- Committee assignments (Bank): Compensation & Benefits – Chair; Internal Asset Review – Member; Corporate Governance – Member. Related committees met nine (Comp), nine (IAR), and six (Governance) times in 2024.
- Board leadership/structure: BYFC combines Chair/CEO roles; Lead Independent Director is Marie C. Johns.
- Attendance: In 2024, the Company and Bank Boards each held 12 regular meetings; all incumbent directors attended at least 83% of Board and assigned committee meetings.
- 2025 election outcome: Re‑elected June 30, 2025 with 2,862,844 votes for, 155,840 withheld; 353,706 broker non‑votes.
- Policies: Company maintains an anti‑hedging policy prohibiting directors from hedging BYFC securities; a clawback policy (Oct 2023) applies to covered executives (not directors).
Fixed Compensation (Director)
| Component | Structure/Detail | Amount (2024) |
|---|---|---|
| Board retainer (cash) | $12,500 per quarter for non‑employee directors | $50,000 (implied) |
| Committee Chair retainer (cash) | Additional $1,500 per quarter per committee chaired | $6,000 (as Comp & Benefits Chair) |
| Equity grant (unrestricted stock) | Annual $12,000 in unrestricted stock; shares = $12,000 / $4.84 (5/24/2024 close) | $12,000; 2,479 shares (calc basis disclosed) |
| Meeting fees | None disclosed | — |
| Total | Fees + stock | $68,000 (cash $56,000; stock $12,000) |
Notes:
- As of December 31, 2024, no directors held outstanding equity awards (i.e., no unvested director awards outstanding).
Performance Compensation (Director)
| Element | Plan/Metric | Detail |
|---|---|---|
| Performance‑based cash | None for directors | Not disclosed/none |
| Performance‑based equity | None for directors | Director grants are unrestricted stock, not performance‑conditioned |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Davidson |
| Other boards/affiliations | See External Roles above (primarily non‑profit/advisory) |
| Interlocks with controlling holders | City First Enterprises (CFE) holds ~14.05% of Voting Common; four BYFC directors (Argrett, Longbrake, McGrady, Donovan) also serve on CFE’s board; Mr. Davidson is not listed among CFE directors. |
Expertise & Qualifications
- Entrepreneur/operator with hands‑on experience in marketing, sales, HR, and strategic planning; long history and knowledge of BYFC’s markets and communities.
Equity Ownership
| Holder | Shares (Class A Voting) | Ownership Notes | Percent of Voting Common |
|---|---|---|---|
| Robert C. Davidson, Jr. | 18,452 | Includes 8,750 shares in the Robert and Alice Davidson Trust, where he and Alice Davidson share voting/investment power as trustees | <1% |
| Voting Common outstanding (for context) | 6,133,044 | Shares outstanding as of May 13, 2025 | — |
| Total common shares outstanding (A+B+C) | 9,231,180 | As of March 31, 2025 | — |
Additional alignment considerations:
- Anti‑hedging: Directors prohibited from hedging BYFC securities.
- Pledging: No explicit pledging policy disclosed in the proxy.
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy.
Compensation Committee Analysis (Mr. Davidson as Chair)
- Composition: Davidson (Chair), Ross, McGrady, Longbrake (all independent).
- Mandate: Oversees salary/wage administration, benefits, and incentive compensation; determines CEO pay (Board approval), approves other executives’ compensation upon CEO recommendation; authorized to engage independent advisors. Held nine meetings in 2024.
- Executive incentive framework (reference): Annual incentive plan uses objective goals tied to Strategic Plan; thresholds/targets/max for CEO at 24%/30%/37.5% of base, with minimum 80% of Board‑approved consolidated net earnings to pay; metrics include Net Earnings, Capital, Compliance, Net Loan Growth, Asset Quality, and Core Deposit Growth.
Related Party & Conflict Checks
- Related party lending: As of Dec 31, 2024, no loans to related parties/affiliates; policy requires insider loans match market terms and be approved; Regulation O compliance.
- Overlapping investments: CFE and the Bank may co‑invest in community development projects on market terms; overseen by the Directors Loan Committee; BYFC notes four directors with CFE board roles (Mr. Davidson not among them).
- Governance amendment: In 2025, stockholders approved removal of a specific “cause” definition for director removal from the charter to align with Delaware common law; passed with 2,744,922 for / 67,551 against / 206,211 abstentions (broker non‑votes 353,706).
Say‑on‑Pay & Shareholder Feedback (2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of executive compensation (Say‑on‑Pay) | 2,659,060 | 162,835 | 196,789 | 353,706 |
Re‑election signal:
- Davidson’s 2025 director election support: 2,862,844 for vs. 155,840 withheld (broker non‑votes 353,706).
Governance Assessment
- Strengths: Independent status; extensive operating background aligned with community banking mission; active committee leadership (Compensation & Benefits Chair) with robust meeting cadence; group attendance ≥83%; clear anti‑hedging policy; strong say‑on‑pay support; re‑elected with solid margins.
- Alignment: Holds BYFC shares (18,452), including trust holdings; directors receive a mix of cash and unrestricted stock (2024: ~$56k cash, $12k stock), providing some equity alignment; no outstanding director equity awards at year‑end 2024.
- Watch items: Concentrated influence from controlling holder CFE via other directors (not including Davidson); no disclosed director ownership guidelines; clawback policy currently focused on executives.