Former CEO Thomas Zernick was paid $428,085 in fiscal year 2025, ↓ down 19.7% from fiscal year 2024 (SEC filing 0001649739-26-000069 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$428,085 ↓ Thomas Zernick total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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BAFN's next annual pay disclosure, estimated August 19, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Thomas Zernick | $358,827 | $0 | $47,790 | $0 | $0 | $0 | $21,468 | $428,085 |
| Former CEO | ||||||||
| Robin Oliver | 322,408 | 0 | 35,843 | 0 | 0 | 0 | 36,536 | 394,787 |
| COO | ||||||||
| Scott McKim | 291,200 | 0 | 23,895 | 0 | 0 | 0 | 31,290 | 346,385 |
| EVP and CFO | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Thomas Zernick | $428,085 | $533,374 | $612,342 | ↓ −105,289 |
| Robin Oliver | 394,787 | 451,231 | 473,305 | ↓ −56,444 |
| Scott McKim | 346,385 | 343,970 | 161,023 | ↑ +2,415 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Robin Oliver | COO | $394,787 |
| Scott McKim | CFO | $346,385 |
| Thomas Zernick | CEO | $428,085 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Alexander Harris | Independent Director | $30,340 |
| Anthony N. Leo | Director | $220,712 |
| Anthony Saravanos | Independent Director | $60,000 |
| Barbara J. Zipperian | Independent Director | $43,840 |
| Bradly W. Spoor | Independent Director | $37,090 |
| Christos Politis, M.D | Independent Director | $40,090 |
| Dennis R. DeLoach III | Independent Director | $32,840 |
| Derek S. Berset | Independent Director | $32,840 |
| Sheryl WuDunn | Independent Director | $30,340 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Robin Oliver | RSU | 12,091 | — | $192,612 |
| Thomas Zernick | RSU | 3,000 | — | 47,790 |
| Robin Oliver | RSU | 2,400 | — | 43,920 |
| Robin Oliver | RSU | 2,250 | — | 35,843 |
| Scott McKim | RSU | 1,500 | — | 23,895 |
| Robin Oliver | RSU | 1,800 | — | 21,060 |
| Robin Oliver | RSU | 800 | — | 17,160 |
| Scott McKim | RSU | 1,000 | — | 11,700 |
| Robin Oliver | Option | 1,125 | 14.67 | — |
The Compensation Committee determines executive compensation based on a peer group analysis, actual salary changes, and discretionary bonus awards driven by the evaluation of an individual's performance and duties, as well as the overall performance of BayFirst and the Bank.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer & Partners, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-09-22 | — | — | — | — | — |
| 2025 | 2025-05-15 | — | — | — | — | — |
| 2024 | 2024-05-16 | — | — | — | — | — |
| 2023 | 2023-05-18 | — | — | — | — | — |
| 2022 | 2022-05-19 | — | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-09-22 | —a |
| 2025 | 2025-05-15 | —b |
| 2024 | 2024-05-16 | —c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Anthony N. LeoEmployee director · Executive | $162,500 | $9,500 | — | — | $23,712 | $220,712 |
| Anthony SaravanosIndependent · Compensation · Executive · Nominating | 50,500 | 9,500 | — | — | 0 | 60,000 |
| Barbara J. ZipperianIndependent · Audit and Risk Management (Chair) | 37,000 | 6,840 | — | — | 0 | 43,840 |
| Christos Politis, M.DIndependent · Corporate Social Responsibility (Chair) · Executive | 33,250 | 6,840 | — | — | 0 | 40,090 |
| Bradly W. SpoorIndependent · Audit and Risk Management · Executive | 30,250 | 6,840 | — | — | 0 | 37,090 |
| Derek S. BersetIndependent · Compensation | 26,000 | 6,840 | — | — | 0 | 32,840 |
| Dennis R. DeLoach IIIIndependent · Audit and Risk Management · Compensation (Chair) · Executive · Nominating | 26,000 | 6,840 | — | — | 0 | 32,840 |
| Sheryl WuDunnIndependent · Audit and Risk Management | 23,500 | 6,840 | — | — | 0 | 30,340 |
| Alexander HarrisIndependent · Corporate Social Responsibility | 23,500 | 6,840 | — | — | 0 | 30,340 |
| Robin L. OliverEmployee director | — | — | — | — | — | 0 |
| Thomas G. ZernickNot independent · Departed during FY | — | — | — | — | — | 0 |
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | $0 |
| Per board meeting fee | $1,500 |
| Committee chair fees (audit / comp / nom-gov) | 10,000 / 10,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $412,500 |
| Equity awards (grant-date value) | $66,880 |
| All other compensation | $23,712 |
| Total cost of the board | $503,092 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | BayFirst Financial | 2025 | Thomas Zernick | $358,827 | $47,790 | $0 | $0 | $428,085 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Thomas Zernick | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Executive Compensation”. As printed: 428,085. Filing ↗machine: span 113957–113964 |
| 2 | Section 01, Robin Oliver | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Executive Compensation”. As printed: 394,787. Filing ↗machine: span 127315–127322 |
| 3 | Section 01, Scott McKim | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Executive Compensation”. As printed: 346,385. Filing ↗machine: span 140623–140630 |
| 4 | Section 07, pay ratio | 10-K/A | 2026-08-12 | 0001649739-26-000049 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Anthony N. Leo | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 220,712. Filing ↗machine: span 205949–206081 |
| 6 | Section 08, Anthony Saravanos | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 60,000. Filing ↗machine: span 210581–210712 |
| 7 | Section 08, Barbara J. Zipperian | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 43,840. Filing ↗machine: span 217517–217648 |
| 8 | Section 08, Christos Politis, M.D | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 40,090. Filing ↗machine: span 208268–208399 |
| 9 | Section 08, Bradly W. Spoor | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 37,090. Filing ↗machine: span 212892–213023 |
| 10 | Section 08, Derek S. Berset | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 32,840. Filing ↗machine: span 196484–196615 |
| 11 | Section 08, Dennis R. DeLoach III | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 32,840. Filing ↗machine: span 201138–201269 |
| 12 | Section 08, Sheryl WuDunn | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 30,340. Filing ↗machine: span 215201–215332 |
| 13 | Section 08, Alexander Harris | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 30,340. Filing ↗machine: span 203450–203581 |
| 14 | Section 08, Robin L. Oliver | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Thomas G. Zernick | DEF 14A | 2026-08-19 | 0001649739-26-000069 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-09-24 | 0001649739-26-000104 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 17 | Section 06, 2025 vote | Form 8-K | 2025-05-19 | 0001649739-25-000134 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 18 | Section 06, 2024 vote | Form 8-K | 2024-05-17 | 0001649739-24-000142 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 09b board cost (computed) | Computed | — | — | Cash 412,500 + equity 66,880 + all other 23,712 = 503,092, summed across the director compensation table rows.machine: formula: Σ = 503,092 |
| 21 | BayFirst Financial (subject), Section 10b CEO total | DEF 14A | 2026-08-19 | 0001649739-26-000069 | CEO total compensation as printed in BayFirst Financial's own proxy. As printed: 428,085. Filing ↗machine: span 113957–113964 |
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