Broadway Financial Corp

This proposal asks shareholders to cast a non-binding approval of the Company’s disclosed executive pay practices (a “say-on-pay” vote). Management seeks this advisory approval to confirm that the Board’s Compensation and Benefits Committee’s design and implementation of compensation — including base salary, annual cash incentive opportunities tied to pre-established performance objectives, and restricted stock grants with multi-year vesting — are aligned with stockholder interests and the Company’s strategic plan. The Committee emphasizes pay-for-performance features: minimum payout thresholds (no payout below 80% of target performance), graduated bonus and equity award ranges tied to achievement of financial and non-financial objectives, and a clawback policy to recoup incentive-based pay in the event of a required accounting restatement. The Board also notes the Compensation Committee’s role in reviewing the payout determinations and its conclusion that incentive metrics were achieved for the relevant periods, and it highlights that a recent accounting restatement did not produce any erroneously awarded incentive compensation. Because the vote is advisory, the Board will consider the outcome when setting future compensation but is not legally bound by it; the Board recommends a FOR vote to signal shareholder support for current compensation practices. From a governance perspective, the program includes customary safeguards (committee oversight, independent directors on the committee, vesting schedules that promote retention, and tie-ins to strategic metrics) but investors will weigh pay levels, realized versus target pay, and recent financial performance (including the 2024–2025 restatement context) when evaluating the proposal. Institutional investors often use say-on-pay results as a governance signal; a failure to receive majority support could prompt more significant engagement or compensation program changes. Given the Company’s stated alignment mechanisms and the Board’s endorsement, management advocates for shareholder approval, while sophisticated investors will assess whether realized pay outcomes and incentive calibrations match long-term stockholder value creation.

This proposal asks shareholders to choose the preferred interval for future, non-binding say-on-pay votes (1, 2, or 3 years). Management and the Board favor an annual vote and have adopted a policy to hold the advisory vote every year; they argue that annual frequency allows more timely shareholder feedback on compensation decisions, facilitates ongoing accountability for pay practices, and aligns with the Board’s iterative review of compensation relative to evolving strategy and performance. From a shareholder governance perspective, proponents of less frequent votes (e.g., every 2–3 years) argue that longer intervals reduce administrative burden and permit meaningful time to assess the impact of compensation changes; however, annual votes are widely chosen by smaller and many mid-cap companies to maintain engagement and adapt quickly to changes in performance or governance. The Company’s recent history — including incentive plan mechanics, an accounting restatement that did not produce erroneously awarded compensation, and active board oversight — frames the Board’s rationale for preferring yearly input. Because the vote is advisory, the Board will consider the option receiving the most votes but retains discretion; nevertheless, selecting annual frequency would institutionalize near-term engagement and allow investors to express evolving views on pay more frequently. Institutional investors often prefer annual votes for their ability to respond to governance or performance concerns; a plurality outcome could still guide Board practice even though the result is non-binding. Management recommends the 1 Year choice to preserve agility in compensation governance and regular stockholder communication on pay matters.