BROADWAY FINANCIAL CORPORATION CITY FIRST BANK, NATIONAL ASSOCIATION

CORPORATE GOVERNANCE COMMITTEE CHARTER

  1. Purpose

    The Corporate Governance Committee (the “Governance Committee”) is appointed by the Boards of Directors of Broadway Financial Corporation (the “Company”) and City First Bank, National Association (the “Bank”), and is a committee of both boards (collectively, the “Board”). References to the Company in this charter also include the Bank. The primary purpose of the Committee shall be to act on behalf of the Board in fulfilling the Board’s oversight responsibilities with respect to:

    • identifying and recommending to the Board the persons to be nominated for election as directors at any meeting of shareholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board;

    • developing and recommend to the Board a set of corporate governance guidelines applicable to the Company (the “Corporate Governance Guidelines”);

    • overseeing the evaluation of the Board; and

    • overseeing sustainability matters.

  2. Structure and Membership

    1. Number. The Governance Committee shall be composed of not less than three directors of the Company.

    2. Independence. Each member of the Governance Committee shall be independent as defined in the Corporate Governance Guidelines as may be in effect from time to time, and shall satisfy the “independent director” requirements of the Nasdaq Stock Market Listing Rules and any other independence or membership requirements in accordance with laws, rules or regulations, including the rules and regulations of the Securities and Exchange Commission, applicable to governance and nomination committees as may be in effect from time to time.

    3. Chair. The Chair of the Governance Committee shall be appointed by the Board, upon the recommendation of the Board Chair.

    4. Compensation. The compensation of Governance Committee members shall be as determined by the Board.

    5. Selection and Removal. Members of the of Governance Committee shall be appointed by the Board, upon the recommendation of the Board Chair. The Board may remove members of the Governance Committee from such committee, with or without cause.

  3. Authority and Functions

    1. General. The Governance Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management, in accordance with the same standards of duty and care as do the Directors of the Board.

    2. Board and Committee Membership.

      1. Selection of Director Nominees. Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the ability to nominate directors, the Governance Committee shall be responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and (ii) recommending to the Board the nominees for election as directors at any meeting of shareholders and the persons to be elected by the Board to fill any vacancies on the Board.

        In making such recommendations, the Committee shall consider candidates proposed by shareholders. The Committee shall review and evaluate information available to it regarding candidates proposed by shareholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates.

      2. Criteria for Selecting Directors. The Board is responsible for approving criteria for selecting directors. The Governance Committee shall use such criteria and the principles set forth in the Company’s Corporate Governance Guidelines then in effect to guide its director selection process. The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole. The Governance Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by shareholders in accordance with any procedures stated in the Company’s bylaws.

      3. Search Firms. The Governance Committee shall have the authority to retain and terminate any search firm to be used to identify director nominees, including authority to approve the search firm’s fees and other retention terms.

      4. Nomination of Committee Members and Chairs. The Governance Committee shall be responsible for recommending to the Board the directors to be

        appointed to each other committee of the Board and the chairs for such committees unless otherwise designated in the committee charters.

    3. Corporate Governance Guidelines. The Committee shall develop and recommend to the Board a set of Corporate Governance Guidelines applicable to the Company. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

    4. Evaluation of the Board; Board Succession Planning.

      1. Evaluation of the Board. The Governance Committee is responsible for overseeing an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance, to be discussed with the Board.

      2. Succession of Board Leadership. The Governance Committee shall oversee an annual review by the Board on succession planning for key leadership roles on the Board and its committees, which shall include transitional leadership in the event of an unplanned vacancy, bench strength, and organizational development.

      3. Additional Powers. The Governance Committee shall have such other duties as may be delegated from time to time by the Board.

    5. Sustainability Matters. The Committee shall oversee and make recommendations to the Board regarding sustainability matters relevant to the Company’s business, including Company’s policies, activities and opportunities.

    6. Oversight of Insider Trading Policy. At least annually, the Governance Committee shall review the Company’s Insider Trading Policy to ensure it aligns with current SEC guidance and standards.

    7. Annual Proxy Statement Oversight. Annually, in conjunction with the Audit Committee and the Compensation and Benefits Committee, the Governance Committee shall oversee the draft and submission of Company’s Proxy Statement

  4. Procedures and Administration

  1. Meetings. The Governance Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate.

  2. Quorum. The majority of the members of the Governance Committee constitutes a quorum. If a quorum is present, the Committee may take action through the vote of a majority of the voting members who are in attendance.

  3. Secretary. The Chair shall appoint a Secretary of the Committee who may be a Director or employee of the Bank but who is not required to be a Committee member.

  4. Subcommittees. The Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances.

  5. Reports to the Board. The Governance Committee shall report regularly to the Board.

  6. Charter. The Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this charter and recommend any proposed changes to the Board for approval.

  7. Independent Advisors. The Governance Committee is authorized to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities without the prior approval of the Board or management. The Company shall provide for appropriate funding for the payment of any expenses of the Committee that are necessary or appropriate in carrying out its duties, including expenses relating to any external consultants or advisers retained by the Committee. Such independent advisors may be the regular advisors to the Company.

  8. Investigations. The Governance Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

  9. Annual Self-Evaluation. At least annually, the Governance Committee shall evaluate its own performance.

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Broadway Financial Corporation published this content on October 24, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on October 24, 2025 at 21:26 UTC.