Sonja S. Wells

About Sonja S. Wells

Sonja S. Wells, 70, is Executive Vice President and East Commercial Regional Executive at Broadway Financial Corporation (City First Bank), a role she has held since April 2023; she previously served as EVP and Chief Lending Officer (Jan 2021–Apr 2023), Interim Chief Lending Officer (May 2020–Jan 2021), and Senior Vice President/Relationship Manager (from July 2015) . Her prior experience includes senior commercial and small-business leadership roles at M&T Bank (2002–2015) and First Union/Wachovia (1999–2002) . Company performance context during her executive tenure: FY net income declined from $5.636 million (2022) to $1.926 million (2024), and cumulative TSR (value of $100 initial investment) stood at $37 in 2023–2024, per the Pay vs Performance table .

Past Roles

External Roles

• No external board or public company directorships disclosed for Ms. Wells in the company’s filings reviewed .

Fixed Compensation

• Ms. Wells is not a named executive officer (NEO) in the 2025 proxy, so her base salary and cash compensation are not itemized. The NEO Summary Compensation Table covers the CEO, CFO, and former COO only; Ms. Wells is not included .
• The company’s Insider Trading, Anti-Hedging, and Clawback policies apply to officers (including Ms. Wells), but they do not disclose her individual fixed pay components .

Performance Compensation

• Annual cash incentive framework for senior executives (non-CEO) under the Bank’s Incentive Plan: 20% (threshold), 25% (target), and 31% (maximum) of base salary, contingent on achieving pre-set objectives; minimum corporate performance threshold is 80% of Board-approved consolidated net earnings for the plan year .
• Performance objectives areas established annually by the Board: Net Earnings; Capital; Compliance; Net Loan Growth; Asset Quality; Core Deposit Growth .
• Equity grants are discretionary, typically made in March; the company currently does not grant stock options; equity award timing is not coordinated with MNPI, and awards are governed by a clawback policy adopted in Oct 2023 consistent with Nasdaq Rule 5608 (Rule 10D-1) .

Detailed incentive design for senior executives (plan-level):

Equity award mechanics (company practice):

• Grant timing: generally March each year; awards are restricted stock (no options currently) .
• Vesting exemplars for NEOs: 2024 awards for CFO vest in equal annual installments over 3 years; certain other NEO awards vest over 5 years; CEO RSAs vest 33% at year 1 and the balance monthly over the next 24 months; Ms. Wells’ specific vesting is not disclosed .

Insider transactions indicating equity awards:

• Form 4 filing for Ms. Wells on March 28, 2024, reflecting a stock award transaction at $7.23 per share (restricted stock grant); see SEC filing index and public aggregators .

Equity Ownership & Alignment

• Beneficial ownership: Ms. Wells is not listed in the Security Ownership table (which shows 5% holders, directors, NEOs, and the group total), so her individual beneficial ownership and percent of shares outstanding are not disclosed in the proxy .
• Known equity awards: Form 4 discloses a restricted stock award to Ms. Wells on March 28, 2024 at $7.23 per share; share count and current balance should be referenced directly from the Form 4 document for precision .
• Hedging/pledging/derivatives: Hedging is prohibited for all employees, officers, and directors; policy bans instruments that hedge or offset declines (e.g., forwards, options, swaps); pledging is not specifically addressed in the extracted section .
• Clawback: Company will recover excess incentive-based compensation for covered executives following a required financial restatement (lookback: prior 3 fiscal years) .
• Ownership guidelines: No explicit stock ownership guideline disclosure for executives in the reviewed sections .

Employment Terms

• Current role and tenure: EVP, East Commercial Regional Executive since April 2023; senior leadership roles at the bank since 2015 .
• Employment agreements: The 2025 proxy describes employment agreements for the CEO and former COO; no individual employment agreement for Ms. Wells is disclosed .
• Non-compete/non-solicit: A non-solicit provision is described in the former COO’s agreement; no specific non-compete/solicit terms for Ms. Wells are disclosed in the reviewed sections .
• Severance/Change-in-Control: CEO severance terms and CoC treatment are detailed; no individual severance/CoC terms disclosed for Ms. Wells .

Performance & Track Record (Company-Level Context)

• Mission execution: In 2024, the company exceeded its mission lending target of 70% toward affordable housing, small businesses, and nonprofits serving LMI communities; U.S. Treasury recognized the company as a top ECIP performer for lending to underserved businesses (April 2024) .

Compensation Committee Analysis (Governance)

• Compensation and Benefits Committee members: Davidson (Chair), Ross, McGrady, Longbrake; authorized to engage outside experts .
• Committee met nine times in 2024; CEO recommends compensation for other executives; committee/board approve .
• “Say-on-pay” historical context: At the 2022 Annual Meeting, shareholders approved executive compensation with 25,987,185 votes “for” vs. 756,630 “against” (90,386 abstentions; 7,336,202 broker non-votes), indicating strong support; later years’ vote tallies not included in the sections reviewed .

Director/Board Items (Relevance to pay oversight and risk)

• Anti-hedging and clawback policies in place and applicable to officers .
• Audit and risk oversight structures described; Compensation and Benefits Committee oversees incentive plan risk .

Vesting Schedules and Insider Selling Pressure (What to watch)

• Company equity awards are generally granted in March; NEO vesting structures are time-based (examples: 3-year equal annual installments for CFO 2024 award; 5-year installments for certain awards; CEO awards vest 33% after one year and monthly over 24 months thereafter) .
• Ms. Wells’ Form 4 indicates a March 2024 restricted stock grant; her specific tranche vesting schedule is not disclosed in the proxy, but annual March grant timing may create seasonal vesting-related trading windows for award recipients; monitor Form 4s around March–and subsequent anniversaries–for potential selling pressure .

Risks, Red Flags, and Alignment Checks

• Hedging prohibited; clawback in place (alignment-positive) .
• No evidence disclosed of pledging by Ms. Wells; not listed in the beneficial ownership table (not a director/NEO), so ownership % not available in proxy .
• Options are not currently granted (reduces incentive to reprice; signals retention-leaning equity structure via time-based RSAs) .
• Company-level profitability and TSR have been under pressure since 2022 (potentially dampening performance-based payouts vs targets) .

Investment Implications

• Pay-for-performance mechanics for senior executives concentrate on bank fundamentals—net earnings, capital, loan growth, asset quality, and core deposits—suggesting Ms. Wells’ incentives align with credit growth and underwriting quality in her region .
• Time-based restricted stock (no options) and anti-hedging/clawback policies indicate moderate risk-taking incentives and retention focus; watch March grant/vesting season for potential insider selling pressure as tranches vest, and monitor Form 4s for Ms. Wells and peers .
• Lack of individually disclosed employment agreement and severance terms for Ms. Wells limits visibility into her change-in-control economics and retention protections; in a consolidation scenario, this opacity is a diligence gap vs. CEO-level disclosures .
• Company TSR and net income trends highlight execution risk; however, mission lending outperformance and ECIP recognition point to strategic positioning—investors should track whether regional commercial production (Wells’ remit) accelerates profitable net loan growth while preserving asset quality (key incentive metrics) .

Notes and sources: Executive officer roles/tenure ; historical roles ; NEO compensation tables/policies ; anti-hedging/clawback ; ownership table ; Pay vs Performance ; ECIP/mission lending ; say-on-pay vote (2022) ; Ms. Wells Form 4/insider grant references .