📄 What This Document Is

This is a DEF 14A proxy statement for BV Financial, Inc. It’s a formal notice and information package sent to shareholders ahead of the company’s annual meeting. Think of it as an invitation and agenda for the big yearly meeting where shareholders vote on key issues and get updates on the company’s leadership and finances.

👉 Why it matters: As a shareholder, your vote counts on important matters like electing directors and approving the company’s auditor. This document tells you what’s being voted on, who’s running the company, and how executives are paid.

🏢 What The Company Does

BV Financial, Inc. is the holding company for BayVanguard Bank, a community bank based in Maryland. In simple terms, it’s a traditional bank that takes deposits, makes loans, and provides financial services to individuals and businesses in its local areas.

👉 Why it matters: Understanding the business helps frame the decisions in this proxy. As a community bank, its performance and governance are closely tied to local economic conditions and regulatory environment.

📅 The Annual Meeting & Key Dates

Meeting: Thursday, May 7, 2026, at 3:00 p.m.
Location: 532 Eastern Boulevard, Essex, Maryland
Record Date: March 13, 2026 (you must own shares by this date to vote)
Voting Deadline: May 6, 2026, at 11:59 p.m. ET for internet/phone votes

👉 Shareholders will vote on two main items:

Electing three directors to 3-year terms
Ratifying the appointment of Crowe LLP as the independent accounting firm for 2026

🗳️ What Shareholders Are Voting On

Item 1 – Elect Directors
Nominees are Gary T. Amereihn (age 71), P. David Bramble (age 47), and Brian K. McHale (age 71). They join a 9-member board with staggered 3-year terms.

Item 2 – Approve the Auditor
The company switched auditors from Forvis Mazars, LLP to Crowe LLP in February 2026. Shareholders are asked to ratify this change.

👉 Why it matters: The auditor change is notable. The filing states it was not due to any disagreements—so it’s likely a strategic or cost-related decision. Crowe will now oversee financial reporting integrity.

👥 Board & Leadership Structure

Chairman: Gary T. Amereihn (independent)
President & CEO: Timothy L. Prindle (took sole CEO role in Jan 2026)
Key Committees: Audit, Compensation, Governance & Nominating
Independence: 8 of 9 directors are independent except the CEO.

The board separates the Chair and CEO roles to strengthen oversight.

👉 Why it matters: Strong, independent governance reduces risk and aligns leadership with shareholder interests.

⚠️ Leadership Change & Separation Deal

David M. Flair, former Co-President & Co-CEO, resigned on January 22, 2026. He received a $2.14 million lump-sum severance and will continue as a consultant through September 2028.

As part of the deal, he’ll vest in restricted stock and stock options over the next three years for consulting services.

👉 Why it matters: Leadership transitions can be costly and signal strategic shifts. The large severance and ongoing equity vesting show the company values his transition support but also highlight executive pay risks.

💰 Executive Compensation Highlights

Top Earners (2025):

Timothy Prindle (CEO): $857,250 total comp
David Flair (former Co-CEO): $842,506 total comp
Michael Dee (CFO): $413,920 total comp

Compensation includes salary, bonuses, 401(k) matches, insurance, and vehicle allowances. Long-term incentives include stock options and restricted shares that vest over four years.

Notable: Mr. Prindle has an employment agreement with a 3x salary severance clause if terminated without cause or he resigns for “good reason.”

👉 Why it matters: Executive pay should align with performance. The mix of cash, benefits, and equity is typical for smaller banks, but the guaranteed severance packages add financial risk for the company.

📊 Financial & Audit Details

Auditor Fees (2025): $204,105 for audit services, $29,650 for tax fees.
No non-audit fees were paid, which is good for auditor independence.
Stock Ownership: Alliance Bernstein, L.P. is the largest shareholder at 10.38%. Directors and executives collectively own 15.69%.

👉 Why it matters: Insider ownership aligns management with shareholders. The lack of non-audit fees avoids potential conflicts of interest.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Experienced board with banking, real estate, and regulatory backgrounds
Independent governance structure with separate Chair/CEO roles
No red flags in auditor changes or financial reporting

⚠️ Risks:

Executive severance packages could strain finances if triggered
Community bank model faces competition from larger banks and fintech
Regulatory exposure as a financial institution

🧠 The Analogy

Think of BV Financial like a local sports team. The annual meeting is the “off-season press conference” where fans (shareholders) vote on new team captains (directors), approve the new coach (auditor), and review the star players’ contracts (executive pay). The recent coaching change (CEO transition) and buyout of the former co-coach (Flair’s severance) are big moves that will shape the upcoming season.

📇 Key Contacts & People

Timothy L. Prindle – President & CEO
Gary T. Amereihn – Chairman of the Board
Samantha M. Perouty – Corporate Secretary
Company Address: BV Financial, Inc., 7114 North Point Road, Baltimore, Maryland 21219
Phone: (410) 477-5000
Proxy Materials: Available at https://www.edocumentview.com/BVFL

🧩 Final Takeaway

This proxy reveals a community bank in transition—changing auditors, shifting from co-CEOs to a single CEO, and managing costly executive separations. While governance appears solid, shareholders should watch how leadership changes impact strategy and costs. Your vote on directors and the new auditor helps shape the oversight of this transition.

BV Financial, Inc. — DEF 14A Filing