UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K/A

 

Amendment No. 1

 

(Mark one)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from          to           

 

Commission file number 001-39043

 

BROADWAY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

(323) 634-1700

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non‑voting common equity held by non‑affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $54,555,000.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of March 31, 2022, 45,788,946 shares of the Registrant’s Class A voting common stock, 11,404,618 shares of the Registrant’s Class B non-voting common stock and 15,768,172 shares of the Registrant’s Class C non‑voting common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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EXPLANATORY  NOTE

 

 

TABLE OF CONTENTS

PART III

 

The Company’s certificate of incorporation provides that the board of directors of the Company (the “Board”) shall be divided into three classes of directors, with the term of one class of directors to expire each year. The class whose terms expire in 2022, currently consisting of Mr. Robert C. Davidson, Jr. and Mr. Dutch C. Ross III, is to be elected at the Company’s 2022 Annual Meeting of Shareholders.  The membership of the Board and the membership of the board of directors of the Company’s wholly-owned banking subsidiary, City First Bank, National Association (the “Bank”) are identical.

 

Information Concerning Directors

The following table sets forth the names and information regarding the persons who are currently members of the Board.

 

 

* Including service as a director of CFBanc Corporation (“CFBanc”) prior to its merger with and into the Company on April 1, 2021 (the “Merger”).

The following is a brief description of the business experience of the directors and their respective directorships, if any, with other public companies that are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also set forth below for each director is a description of the specific experience, qualifications, attributes or skills that led to the Board’s conclusion that such person should be nominated to serve as a director of the Company and the Bank.

 

 

 

 

 

Executive Officers

 

The following table sets forth information with respect to current executive officers of the Company and the Bank who are not directors. Except as noted, all reference to the Bank refer to City First Bank, National Association. Officers of the Company and the Bank serve at the discretion of, and are elected annually by, the respective Boards of Directors of the Company and the Bank.

 

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ITEM 11.

EXECUTIVE COMPENSATION

 

Summary Compensation Table

The Summary Compensation Table includes information concerning the compensation paid to or earned by our former Chief Executive Officer, our current Chief Executive Officer (“CEO”) and our two other most highly compensated executive officers. The Summary Compensation Table also includes our former Chief Lending Officer, Wholesale Lending, who retired as an executive officer on December 31, 2021. Each executive is referred to herein as a named executive officer (“NEO”).

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(4)

Mr. Argrett became the President and Chief Executive Officer of the Company and the Bank on April 1, 2021, upon completion of the Merger. His compensation is shown for the last nine months of 2021 only since he was not an NEO of the Company until April 1, 2021.

 

 

For his service in 2021, Mr. Argrett received a grant of stock under the Company’s 2018 Long-Term Incentive Plan with a grant date value of $200,000.  Beginning in calendar year 2022, Mr. Argrett will have annual opportunities to receive grants of restricted stock, with the grant date value determined by the Compensation Committee based on the degree of achievement of specified performance metrics determined by the Company. The target grant date value of such grants for each year will be 40% of base salary. No equity grants will be made if the degree of achievement of specified business plan objectives is less than 80%, and the grants will range in grant date value from 32% of base salary if the degree of achievement of the business plan objectives is 80% up to a maximum of 50% of base salary if the degree of achievement of the business plan objectives is 125% or more. All such awards will vest as to 33% on the first anniversary of grant, with the remainder vesting in equal monthly installments over the following 24 months, or in full in the event of Mr. Argrett’s death, disability, termination for Good Reason, or termination by the Company without Cause.  “Cause” includes Mr. Argrett’s failure to substantially perform duties or material breach of the Employment Agreement or Company policy by Mr. Argrett (each after a permitted cure period); willful violation of law or regulation; conviction of a felony and certain other events of a comparable nature. “Good Reason” includes the demotion of Mr. Argrett or reduction of his authority or responsibilities; reduction of his salary (other than a reduction described above); failure to reelect him to the Board or the board of directors of the Bank; relocation of his current primary work location by more than 20 miles; or the Company’s material breach of the Employment Agreement (after a permitted cure period).

Under the Employment Agreement, Mr. Argrett is entitled to: (i) vacation of 30 days annually, with right to carry over up to 15 days of vacation; (ii) automobile allowance of $1,500 per month; (iii) medical, dental, life and long-term disability insurance, and other benefit programs provided to other senior executives of the Company; (iv) 401(k) plan participation with current Company matching contribution policy; and (v) social club dues in accordance with Company policy, including dues currently paid by the Company of $1,500 per month.

Mr. Argrett would be entitled to receive the following severance payments upon termination of his employment by the Company without Cause, by Mr. Argrett for Good Reason, or due to Disability. “Disability” under the agreement means that either (A) Mr. Argrett is deemed disabled for purposes of any group or individual long-term disability policy maintained by the Company that covers Mr. Argrett, or (B) in the good faith judgment of the Board, Mr. Argrett is substantially unable to perform his duties under the Employment Agreement for more than one hundred twenty (120) days, whether or not consecutive, in any twelve (12) -month period, by reason of a physical or mental illness or injury.  Such payments would include the amount of any earned but unpaid bonus for services rendered by Mr. Argrett during the previous calendar year, plus 36 months of the base salary and other benefits summarized above (to the extent permitted under the applicable benefit plans) payable over that period in accordance with the Company’s normal payroll practices. If Mr. Argrett’s employment is terminated by the Company upon his death or due to Disability, Mr. Argrett will also receive any earned but unpaid bonus for services rendered during the calendar year of termination, provided that he was employed by the Company for at least six months during the calendar year of termination. If he is employed by the Company for less than the full calendar year in which the termination occurs, the bonus will be prorated based on the ratio of the number of days he is employed during the calendar year to 365 days. Payment of the severance payment is conditioned on the execution of a release of claims against the Company. If Mr. Argrett’s employment is terminated by the Company without Cause or by Mr. Argrett for Good Reason within two years after a Change in Control (as defined in the Employment Agreement), he will be entitled to receive the discounted present value of the severance in a lump sum payable within 10 days after a release of claims against the Company becomes effective.  The Employment Agreement also contains customary prohibitions against solicitation of customers and employees and prohibitions against disclosure of confidential information of the Company.

The Employment Agreement replaced in its entirety the prior employment agreement, dated December 29, 2017, by and among the Bank, CFBanc, and Mr. Argrett that was assumed by the Company in connection with the Merger.

 

Nonqualified Deferred Compensation Plan for Brian Argrett

On December 5, 2018, City First Bank established a non-qualified deferred compensation plan that permits Mr. Argrett to defer receipt of a percentage of his salary. The Board determines in its sole discretion the percentage to be contributed each year. Mr. Argrett is the only participant of the plan.

 

 

Each of Brenda Battey and Ruth McCloud serve in their respective positions pursuant to employment agreements (the “Executive Employment Agreements”) entered into with the Company and the Bank effective in May 2017 and subsequently amended in certain respects. The Executive Employment Agreements provided for an initial term of employment of three years, subject to annual one-year extensions by mutual agreement of the parties. The Executive Employment Agreements provide for the payment of an annual base salary, which is currently $265,000 for Ms. Battey, and $260,000 for Ms. McCloud, which are subject to annual review and possible increase by the Board. The Executive Employment Agreements also provide for participation in the Bank’s Employee Stock Ownership Plan, eligibility to receive equity-based awards pursuant to the Company’s 2018 Long-Term Incentive Plan of such types and in such amounts as are determined by the Board, and eligibility to participate in all employee benefit plans applicable to senior executive officers, including the Bank’s Incentive Plan, the Company’s 401(k) plan (with continuation of the Company’s employee contribution matching policy as of the effective date of the employment agreements), and medical, dental, life and long-term disability programs.

 

 Each Executive Employment Agreement may be terminated by the Company with or without Cause (including failure by the Company to request an annual extension of an agreement’s term), and following the Merger may be terminated by the executive for any reason, and will also terminate in the event of the death or Disability (as defined in the Executive Employment Agreement) of the executive. “Cause” is defined in each Executive Employment Agreement to include the executive’s failure substantially to perform her duties, or material breach by her of her employment agreement or any material written policy of the Company, in each case if not cured within 30 days after notice from the Board requiring such cure; willful violation of any law, rule or regulation (excluding traffic violations and similar offenses); entry of a final regulatory cease and desist order against her; and other offenses involving fraud, moral turpitude, or dishonesty involving personal profit.

 

In the event of any termination of employment by the Company of the executive’s employment (excluding a termination of employment for Cause), or any termination by the executive, the executive would be entitled to receive all amounts accrued for payment to her to the date of termination and not previously paid, including base salary, unreimbursed business expenses, vested amounts under the Company’s 401(k) Plan and other employee benefit plans (collectively, the “Accrued Obligations”). The executive would also be entitled to continue to receive an amount equal to her monthly base salary for a specified period (the “Severance Period”) and would continue during the Severance Period to be entitled to receive her automobile allowance and payment by the Company of her life, long-term disability, medical and dental insurance premiums provided for in her employment agreement (such payments during the Severance Period being collectively referred to as the “Severance Payments”). The Severance Periods specified in the Executive Employment Agreements are 24 months for Ms. Battey, and 18 months for Ms. McCloud. In the event of termination of employment for Cause or due to death, the executive’s estate would only be entitled to receive payment of the Accrued Obligations.

Each Executive Employment Agreement provides that if the executive’s employment is terminated by the Company without Cause, or by the executive for any reason, within two years after a Change in Control of the Company has occurred, she will be entitled to receive a single lump sum payment equal to the present value of the Severance Payments described above, subject to execution of a general release. The present value of the Severance Payments would be calculated using the Applicable Federal Rate published by the Internal Revenue Service from time to time. “Change in Control” is defined in each Executive Employment Agreement to include: events that would be required to be reported as such pursuant to the Exchange Act or federal banking laws and regulations; any person or entity acquiring beneficial ownership of 50% or more of the Company’s outstanding securities; and changes in the composition of the Board that result, with certain exceptions, in directors who were members of the board as of the effective date of the employment agreements ceasing to constitute a majority of the Board.

 

Each Executive Employment Agreement contains post-employment non-solicitation provisions pursuant to which, for a period of twelve months following termination the executive is prohibited from (i) attempting to influence any customer of the Company or the Bank to discontinue use of the Company’s or the Bank’s services, or (ii) attempting to disrupt the relationship between the Company or the Bank and any of their respective employees, customers or other persons having specified relationships with the Company or the Bank.

 

 

Mr. Bradshaw and Mr. Bellefeuille are each party to an employment agreement with the Company and the Bank that have substantially similar terms to the Executive Employment Agreements, except with respect to annual base salary and Severance Period, which are $457,011 and 36 months for Mr. Bradshaw, and $260,595 and 30 months for Mr. Bellefeuille.  Mr. Bradshaw retired as President and Chief Executive Officer of the Company at the effective time of the Merger with CFBanc on April 1, 2021.  Pursuant to the terms of his employment agreement, Mr. Bradshaw is entitled to receive severance payments of $42,573 per month.  Mr. Bellefeuille retired as Executive Vice President and Chief Lending Officer, Wholesale Lending, of the Company on December 31, 2021.  Pursuant to the terms of his employment agreement, upon execution of a release, Mr. Bellefeuille is entitled to a receive severance payment equal to the present value of his base salary plus specific benefits in a lump sum amount equal to the present value of the total of all such payments that would accrue over the Severance Period, or $708,028.

 

 

The Bank’s Incentive Plan is designed to reward management for productivity, high performance, and implementing the business plan and vision of the Bank.  The Compensation Committee establishes performance objectives in advance of each year.  These performance objectives are derived from the strategic plan of the Bank, which is reviewed and approved by the Board annually, and typically covers the ensuing three years.  The compensation payable under the Incentive Plan is tied directly to the attainment of the pre-established performance objectives.  The Incentive Plan provides for a minimum, target and maximum incentive opportunity equal to 25%, 40%, and 65%, respectively, of base salary for the CEO, and 20%, 35%, and 50%, respectively, of base salary for the other senior executive officers, and lower percentages of base salary for other managers.

 

In order for the Incentive Plan participants to receive any form of payout, a minimum financial threshold of 80% of the Board approved consolidated net earnings for the Incentive Plan year must be achieved.  For each year, the Board establishes specific objectives in the following areas:

 

At the end of the Incentive Plan year, each goal is assessed, and results calculated.  The Compensation Committee, pursuant to the terms of the Incentive Plan, determined that the pre-established objectives for 2019 and 2020 were achieved at least in part, and those achievements were used by the Committee to determine the restricted stock awards that were granted in early 2020 and 2021.

Grants of Plan-Based Awards in 2021 and 2020

During 2021, a stock award totaling 64,516 shares was granted to Mr. Argrett pursuant to his employment agreement.  This award was fully-vested upon grant.

During 2020, restricted stock awards totaling 84,373 shares were granted to the NEOs under the 2018 Long Term Incentive Plan as follows: 37,371 shares, 16,173 shares, 17,048 shares, and 13,781 shares were granted to Mr. Bradshaw, Ms. Battey, Mr. Bellefeuille, and Mrs. McCloud, respectively. These restricted stock awards, granted in 2020, became fully vested upon the closing of to the Merger on April 1, 2021.

There were no grants of restricted stock units or stock options to the NEOs for the years ended December 31, 2021, and 2020.

 

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning outstanding equity awards held by each NEO as of December 31, 2021.

 

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Director Compensation

 

During calendar year 2021, prior to April 1, 2021, the non-employee directors of the Company were compensated in accordance with the following policy: $1,000 per meeting for attending monthly and special board meetings, an annual director retainer of $8,000, an additional annual committee service retainer of $8,000, an additional annual retainer of $10,000 to the Chairman of the Board, and an additional annual retainer of $6,000 to each committee chair other than the corporate governance committee chair, with respect to whom the additional annual retainer was $4,000.  Each non-employee director was also entitled to receive an annual equity grant of $7,500 in Common Stock in the first quarter of the year.

From and after April 1, 2021, the non-employee directors of the Company were compensated in accordance with the following policy:  $1,000 per meeting for attending monthly and special meeting board meetings, and are to be paid a fee of $1,000 in August whether or not a meeting is held, an annual director retainer of $8,000, an additional annual committee service retainer of $8,000, an additional annual retainer of $10,000 to the Chairman of the Board, an additional annual retainer of $9,000 to the Lead Independent Director, and an additional annual retainer of $6,000 to each committee chair.  The policy also provided for each non-employee director to receive an annual equity grant of $7,500 in Common Stock in the first quarter of the year.

Effective January 1, 2022, the non-employee directors of the Company will be paid a quarterly fee of $12,500 (“Board Service Retainer”).  In addition, outside directors who serve as Chair of one or more committees shall receive an additional quarterly fee of $1,500 (“Committee Chair Service Retainer”).  In lieu of the Board Service Retainer payments, any outside director who serves as Lead Independent Director shall receive a quarterly fee of $14,000, and any outside director who serves as Chair of the Board shall receive a quarterly fee of $15,000.  In addition, each calendar year the Company will issue $12,000 in unrestricted stock to each outside director for service during such year.

 

Members of the Board do not receive separate compensation for their service on the board of directors of the Bank.

 

The following table summarizes the compensation paid to non-employee directors for the year ended December 31, 2021.

 

Code of Ethics

The Board has adopted a Code of Ethics for the Company’s directors and a Code of Conduct for all employees, including the executive officers. Our directors and executive officers are expected to adhere to these policies at all times. Stockholders may obtain copies of the policies, free of charge, upon written request to: Broadway Financial Corporation, 4601 Wilshire Boulevard, Suite 150, Los Angeles, California 90010, Attention: Brenda Battey.

Audit Committee

The Audit Committee consists of Dr. Longbrake (Chairman), Ms. Johns, and Ms. Donovan. This committee is responsible for the engagement and oversight of the Company’s independent registered public accounting firm. The Audit Committee, together with the corresponding committee of the Bank’s Board of Directors, is also responsible for oversight of the internal audit function of the Company, assessment of accounting and internal control policies, and monitoring of regulatory compliance. The members of the Audit Committee are independent directors as defined under the Nasdaq Stock Market (“Nasdaq”) listing standards. In addition, Dr. Longbrake meets the definition of “audit committee financial expert,” as defined by the SEC.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Owner		Number of Shares of Voting Common Stock, Class A Beneficially Owned				Percent of Voting Common Stock				Number of Shares of Non-Voting Common Stock, Class B Beneficially Owned(1)				Number of Shares of Non-Voting Common Stock, Class C Beneficially Owned(2)				Percent of Total Common Stock Outstanding(3)
City First Enterprises(4)			6,622,236				14.21	%			-				-				9.01	%
EJF Capital LLC (5)			3,920,916				8.41	%			-				-
Cedars-Sinai Medical Center (6)			2,808,989				6.03	%			-				-				3.82	%
Directors and Named Executive Officers(7)
Wayne-Kent A. Bradshaw(8)			276,661				*				-				-				*
Brian E. Argrett			181,778				*				-								*
Robert C. Davidson, Jr.(9)			95,331				*				-				-				*
Mary Ann Donovan			8,103				*				-				-				*
Marie C. Johns			8,103				*				-				-				*
William A. Longbrake			58,103				*				-				-				*
David J. McGrady			8,103				*				-				-				*
Dutch C. Ross III			38,813				*				-				-				*
Brenda J. Battey(10)			252,648				*				-				-				*
Shannan A. Herbert			47,581				*				-				-				*
Ruth McCloud(11)			189,200				*				-				-				*
Tom Nida			40,604				*				-				-				*
Sonja Wells			48,039				*				-				-				*
All current directors and executive officers as a group (13 persons)			1,253,067				2.69	%			-				-				1.70	%

(1)

The Class B non-voting common stock may not be converted to common stock.

(2)

The Class C non-voting common stock automatically converts to Voting Common Stock upon certain prescribed forms of sales to third parties that are not affiliated with the holders thereof.

(3)

Percentages are based on the total of Voting Common Stock, Class B non-voting and Class C non-voting common stock held by the respective stockholders shown in the table.

(4)

The address for City First Enterprises is 1 Thomas Circle, NW, Suite 700, Washington, D.C. 20005.

(5)

Emanuel J. Friedman is the controlling member of EJF Capital LLC and may be deemed to share beneficial ownership of the shares of which EJF Capital LLC may share beneficial ownership.  EJF Capital is the sole member of each of EJF Debt Opportunities GP, LLC, EJF Financial Services GP, LLC, and EJF Debt Opportunities II GP, LLC, and may be deemed to share beneficial ownership of the shares of which such entities may share beneficial ownership.  Each of EJF Debt Opportunities Master Fund, L.P., EJF Financial Services Fund, LP, and EJF Debt Opportunities Master Fund II, LP is the record owner of a portion of the shares of Class A Common Stock shown above for EJF Capital LLC, and are managed by the respective investment managers listed in the prior sentence.  The address for EJF Capital LLC and each of such entities is 2107 Wilson Boulevard, Suite 410, Arlington, VA 22201.

(6)

The address for Cedars-Sinai Medical Center is 8700 Beverly Boulevard, TRES 6500, Los Angeles, CA 90048.

(7)

The address for each of the directors and named executive officers is 4601 Wilshire Boulevard, Suite 150, Los Angeles, CA 90010.

(8)

Includes 41,648 allocated shares under the Broadway Employee Stock Ownership Plan (“ESOP”).

(9)

Includes 70,000 shares that are held by the Robert and Alice Davidson Trust, dated August 11, 1982. Robert Davidson and Alice Davidson share investment and voting power with respect to the shares held by the Robert and Alice Davidson Trust in their capacities as trustees of the trust.

(10)

Includes 29,053 allocated shares under the ESOP and 150,000 shares subject to options granted under the LTIP, which options are all currently exercisable.

(11)

Includes 26,530 allocated shares under the ESOP and 100,000 shares subject to options granted under the LTIP, which options are all currently exercisable.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PART IV

ITEM 15.

EXHIBITS  AND  FINANCIAL  STATEMENT SCHEDULES

(b)

List of Exhibits

3.1		Certificate of Incorporation of Registrant and all amendments thereto (Exhibit 3.1 to Form 10-K filed by Registrant on April 2, 2021)
3.2		Bylaws of Registrant (Exhibit 3.2 to Form 8‑K filed by Registrant on August 24, 2020)
3.3		Certificate of Designations for the Series B Junior Participating Preferred Stock (Exhibit 3.1 to Form 8-K filed by Registrant on September 10, 2019)
4.1^		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
4.2		Rights Agreement between Broadway Financial Corporation and Computershare Trust Company, N.A., as rights agent (Exhibit 4.1 to Form 8-K filed by Registrant on September 10, 2020)
4.2.1		Amendment to Rights Agreement, dated as of August 25, 2021, by and between Broadway Financial Corporation and Computershare Trust Company, N.A. (Exhibit 4.1 to Form 8-K file by Registrant on August 26, 2021)
10.1**		Broadway Federal Bank Employee Stock Ownership Plan (Exhibit 10.1 to Form 10‑K filed by Registrant on March 28, 2016)
10.2**		Amended and Restated Broadway Financial Corporation 2008 Long Term Incentive Plan (Exhibit 10.3 to Form 10‑Q filed by Registrant on August 12, 2016)
10.3**		Amended Form of Stock Option Agreement for stock options granted pursuant to Amended and Restated Broadway Financial Corporation 2008 Long‑Term Incentive Plan (Exhibit 10.1 to Form 10‑Q filed by Registrant on August 12, 2016)
10.5**		Broadway Financial Corporation 2018 Long‑Term Incentive Plan (Exhibit 10.5 to Form 10-K filed by Registrant on March 29, 2020)
10.6**		Form of Award Agreement for grants of restricted stock pursuant to Broadway Financial Corporation 2018 Long‑Term Incentive Plan  (Exhibit 10.6 to Form 10-K filed by Registrant on March 29, 2020)
10.7**		Employment Agreement, dated as of March 22, 2017, for Wayne‑Kent A. Bradshaw (Exhibit 10.7 to Form 10-K filed by Registrant on March 29, 2020)
10.10**		Award Agreement, dated as of February 27, 2020 for grant of restricted stock to Wayne‑Kent A. Bradshaw pursuant to Broadway Financial Corporation 2018 Long‑Term Incentive Plan  (Exhibit 10.10 to Form 10-K filed by Registrant on March 29, 2020)
10.11**		Employment Agreement, dated as of May 1, 2017, for Brenda J. Battey  (Exhibit 10.11 to Form 10-K filed by Registrant on March 29, 2020)
10.11.1**		Amendment to Employment Agreement for Brenda J. Battey, dated as of January 14, 2021 (Exhibit 10.1 to form 8-K filed by Registrant on January 14, 2021)
10.12**		Employment Agreement, dated as of May 1, 2017, for Norman Bellefeuille  (Exhibit 10.12 to Form 10-K filed by Registrant on March 29, 2020)
10.12.1**		Amendment to Employment Agreement for Norman Bellefeuille, dated as of January 14, 2021 (Exhibit 10.2 to form 8-K filed by Registrant on January 14, 2021)
10.13**		Employment Agreement, dated as of May 1, 2017, for Ruth McCloud  (Exhibit 10.13 to Form 10-K filed by Registrant on March 29, 2020)
10.13.1**		Amendment to Employment Agreement for Ruth McCloud, dated as of January 14, 2021 (Exhibit 10.3 to form 8-K filed by Registrant on January 14, 2021)
10.14**		Broadway Federal Bank Incentive Compensation Plan (Exhibit 10.14 to Form 10-K filed by the Registrant on March 29, 2019)
10.15**		Employment Agreement, dated and effective as of November 17, 2021, between Registrant and Brian E. Argrett (Exhibit 10.1 to Form 8-K filed by Registrant on November 18, 2021)
10.16		Stock Purchase Agreement, dated as of December 21, 2016, entered between First Republic Bank and Registrant (Exhibit 10.8 to Form 10‑K filed by Registrant on March 27, 2017)

10.17		Stock Purchase Agreement, dated as of February 19, 2021, entered between Butterfield Trust (Bermuda) Limited as trustee of each of the following: The Lorraine Grace Will Trust, The Anne Grace Kelly Trust 99, The Gwendolyn Grace Trust 99, The Lorraine L. Grace Trust 99, and The Ruth Grace Jervis Millennium Trust and Registrant (Exhibit 10.30 to Form 10-K filed by Registrant on March 31, 2021)
10.18		ESOP Loan Agreement and ESOP Pledge Agreement, each dated as of December 19, 2016, entered into between Registrant and Miguel Paredes, as trustee for the Broadway Federal Bank, f.s.b., Employee Stock Ownership Plan Trust, and related Promissory Note, dated as of December 19, 2016 (Exhibit 10.12 to Form 10‑K filed by Registrant on March 27, 2017)
10.19		Stock Purchase Agreement, dated as of November 23, 2020, entered between Banc of America Strategic Investments Corporation and Registrant (Exhibit 10.15 to Registration Statement on S-4 filed by Registrant on January 19, 2021)
10.20		Stock Purchase Agreement, dated as of November 23, 2020, entered between Cedars-Sinai Medical Center and Registrant (Exhibit 10.14 to Registration Statement on S-4 filed by Registrant on January 19, 2021)
10.21		Stock Purchase Agreement, dated as of November 24, 2020, entered between Wells Fargo Central Pacific Holdings, Inc. and Registrant (Exhibit 10.16 to Registration Statement on S-4 filed by Registrant on January 19, 2021)
10.22		Stock Purchase Agreement, dated as of February 19, 2021, entered between Ally Ventures, a business unit of Ally Financial Inc., and Registrant (Exhibit 10.24 to Form 10-K filed by Registrant on March 31, 2021)
10.23		Stock Purchase Agreement, dated as of February 19, 2021, entered between Banner Bank and Registrant (Exhibit 10.25 to Form 10-K filed by Registrant on March 31, 2021)
10.24		Stock Purchase Agreement, dated as of February 19, 2021, entered between Citicorp Banking Corporation and Registrant (Exhibit 10.26 to Form 10-K filed by Registrant on March 31, 2021)
10.25		Stock Purchase Agreement, dated as of February 19, 2021, entered between First Republic Bank and Registrant (Exhibit 10.8 to Form 10‑K filed by Registrant on March 27, 2017)
10.26		Stock Purchase Agreement, dated as of February 19, 2021, entered between Gerald I. White and Registrant (Exhibit 10.28 to Form 10-K filed by Registrant on March 31, 2021)
10.27		Stock Purchase Agreement, dated as of February 19, 2021, entered between Gerald I. White, in his capacity as the trustee for the Grace & White, Inc. Profit Sharing Plan, and Registrant (Exhibit 10.28 to Form 10-K filed by Registrant on March 31, 2021)
10.28		Stock Purchase Agreement, dated as of February 19, 2021, entered between Registrant and Butterfield Trust (Bermuda) Limited as trustee of each of the following: The Lorraine Grace Will Trust, The Anne Grace Kelly Trust 99, The Gwendolyn Grace Trust 99, The Lorraine L. Grace Trust 99, and The Ruth Grace Jervis Millennium Trust (Exhibit 10.30 to Form 10-K filed by Registrant on March 31, 2021)
10.29		Stock Purchase Agreement, dated as of February 19, 2021, entered between Texas Capital Community Development Corporation and Registrant (Exhibit 10.31 to Form 10-K filed by Registrant on March 31, 2021)
10.30		Stock Purchase Agreement, dated as of February 20, 2021, entered between J.P. Morgan Chase Community Development Corporation and Registrant (Exhibit 10.32 to Form 10-K filed by Registrant on March 31, 2021)
21.1^		List of Subsidiaries
23.1^		Consent of Moss Adams LLP
31.1^		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.2^		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.3		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
31.4		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002
32.1^		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

32.2^		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
101.INS^		XBRL Instance Document
101.SCH^		XBRL Taxonomy Extension Schema Document
101.CAL^		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF^		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB^		XBRL Taxonomy Extension Label Linkbase Document
101.PRE^		XBRL Taxonomy Extension Presentation Linkbase Document

*

Exhibits followed by a parenthetical reference are incorporated by reference herein from the document filed by the Registrant with the SEC described therein. Except as otherwise indicated, the SEC File No. for each incorporated document is 000‑27464.

**

Management contract or compensatory plan or arrangement.

^

Previously filed with the Company’s 2021 Form 10-K, originally filed with the SEC on April 15, 2022, which is being amended hereby.

	BROADWAY  FINANCIAL  CORPORATION
	By:	/s/ Brenda J. Battey
		Brenda J. Battey
		Chief Financial Officer
	Date:	May 2, 2022

 

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