Wayne-Kent Bradshaw
About Wayne-Kent A. Bradshaw
Wayne-Kent A. Bradshaw is Vice Chair and Director of Broadway Financial Corporation (BYFC). He has served on the board since 2012 and is age 78 as of May 31, 2025, bringing over 50 years of financial management and banking experience across community and commercial banking and prior regulatory service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadway Financial Corporation / Broadway Federal Bank | President & CEO; later Chair post-merger; Vice Chair since Apr 1, 2023 | COO (Feb 2009), CEO (Jan 2012), Director (Sep 2012), Chair at merger; Vice Chair Mar–Apr 2023 onward | Led merger transition; long-tenured executive leadership |
| Washington Mutual Bank | Regional President, Community & External Affairs | 2003–2009 | Community and external affairs leadership |
| Family Savings Bank (Los Angeles) | President & CEO | 1989–2002 | Led a community bank for ~13 years |
| California State Banking Department | Chief Deputy Superintendent | 1981–1983 | Regulatory oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of San Francisco – Los Angeles Branch | Board Member | Current | External regulatory board service |
| Louisville High School | Board Member | Current | Educational institution governance |
| California State University Northridge | Director | Prior | Community/education board service |
| Northridge Hospital Medical Center | Director | Prior | Healthcare governance |
| California Community Reinvestment Corporation | Director | Prior | Community development finance governance |
| Western Bankers Association | Director | Prior | Industry association governance |
Board Governance
- Board roles: Vice Chair and Director of BYFC; the Company’s Board and the Bank’s Board have identical membership .
- Independence: The Board determined all non‑employee directors, including Mr. Bradshaw, are independent under Nasdaq and SEC rules .
- Committee assignments (Bank board):
- Risk & Compliance Committee – Chair; 7 meetings held in 2024 .
- Internal Asset Review Committee – Member; 9 meetings in 2024 .
- Directors Loan Committee – Member; 13 meetings in 2024 .
- Attendance: In 2024, all incumbent directors attended at least 83% of Board and applicable committee meetings; in 2023, at least 95% .
- Annual meeting: All then‑serving outside directors attended the 2024 Annual Meeting .
- Board leadership: Chair/CEO roles combined (Argrett); Lead Independent Director is Marie C. Johns; Mr. Bradshaw serves as Vice Chair .
Fixed Compensation
- Structure: Non‑employee directors receive a quarterly cash retainer of $12,500; committee chairs receive an additional $1,500 per quarter; Lead Independent Director receives $14,000 per quarter; Chair of the Board receives $15,000 per quarter. Each outside director also receives $12,000 in unrestricted stock annually. No separate compensation for service on the Bank’s board .
- Wayne-Kent A. Bradshaw – Director Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $58,500 | $56,000 |
| Stock Awards (grant-date fair value) | $12,000 | $12,000 |
| Total | $70,500 | $68,000 |
- Stock grant details: For the 2024 director stock award, the Company divided $12,000 by the $4.84 closing price on May 24, 2024, resulting in 2,479 shares issued to each outside director .
Performance Compensation
- Non‑employee director pay does not include performance‑based components (no PSUs/options; annual grants are unrestricted stock) and directors had no outstanding equity awards as of Dec 31, 2024 . The Company maintains an anti‑hedging policy prohibiting hedging transactions by directors .
Other Directorships & Interlocks
- Public company boards: No other public company directorships for Mr. Bradshaw are listed in the proxy biography .
- Related-party and interlocks context: City First Enterprises (CFE) owns ~14.05% of Voting Common Stock; four BYFC directors (Argrett, Longbrake, McGrady, Donovan) also serve on CFE’s board; Mr. Bradshaw is not identified among those four .
Expertise & Qualifications
- Over 50 years in banking and financial management with demonstrated capability to drive profitable growth; experience spans community/commercial banking and regulatory roles—supporting effectiveness in risk oversight and credit governance .
Equity Ownership
- Beneficial ownership as of March 31, 2025:
| Holder | Voting Common Shares | % Voting Common | Total Common % |
|---|---|---|---|
| Wayne-Kent A. Bradshaw | 40,684 | <1% | <1% |
- Outstanding equity awards (directors): None as of Dec 31, 2024 .
- Anti‑hedging: Directors prohibited from hedging Company securities .
Insider Trades (Section 16)
| Date (Filing/Trade) | Type | Shares | Price | Post-Trade Holdings | Source |
|---|---|---|---|---|---|
| Mar 24, 2025 (filed Mar 26, 2025) | Stock Award (Grant) | 2,904 | $7.23 | 40,864 | |
| Jan 31, 2025 | Sale | 445 | $7.795 | 37,780 |
Governance Assessment
- Strengths for board effectiveness: Independent status; Vice Chair role with direct oversight of Risk & Compliance; active participation across credit/risk committees; consistent meeting attendance; and personal share ownership, albeit modest, supporting alignment .
- Pay structure alignment: Mixed cash/equity model for directors, with annual unrestricted stock; no performance‑based director pay or options—reducing incentive risk. Directors had no outstanding equity awards at year‑end 2024 .
- Policy safeguards: Anti‑hedging policy and clawback policy for executives; related‑party safeguards (Reg O/Reg W) with no related‑party or affiliate loans outstanding as of Dec 31, 2024 .
- Potential red flags to monitor:
- Combined Chair/CEO structure mitigated by a Lead Independent Director; continued vigilance on independent oversight is warranted .
- Ownership alignment is present but below 1%—not inherently negative for directors, but investors may prefer higher personal stakes for key risk committee chairs .
- No explicit pledging policy disclosure observed in reviewed sections; however, anti‑hedging is in place .
- CFE parent/board interlocks involve other directors (not Bradshaw); ongoing review of credit approvals and loan committee governance remains prudent given mission lending and stakeholder overlaps .
Overall, Mr. Bradshaw’s deep banking background and current leadership as Vice Chair and Risk & Compliance Chair support investor confidence in credit/regulatory oversight, with reasonable governance safeguards and no identified related‑party exposures or pay anomalies in the latest proxy disclosures .