BayFirst Financial Corp.

The Compensation Committee determines the level of base salary and any incentive bonus for the Chief Executive Officer and other executive officers of BayFirst and the Bank. To accomplish this, in 2021, the Compensation Committee retained Pearl Meyer & Partners, LLC (“PM”) to provide independent compensation consulting services. PM periodically attended Compensation Committee meetings, including executive sessions, and provided information and advice independent of management. PM also performed a peer analysis for the Company. The Compensation Committee assessed the independence of PM pursuant to the Nasdaq Listing Rules and the Compensation Committee has concluded that PM’s work for the Compensation Committee had not raised any conflict of interest.

Mr. Zernick participates in each meeting of the Compensation Committee. He is directly involved in discussions regarding the other executive officers’ compensation by making recommendations based upon their experience and coworking interactions with the other executives. When determining compensation for Mr. Zernick and considering his recommendations for the other executive officers, the Compensation Committee convenes executive sessions excluding Mr. Zernick.

In addition to the peer group analysis, actual salary changes and discretionary bonus awards are based upon the Compensation Committee’s evaluation of an individual’s performance and duties and responsibilities, the performance of BayFirst and the Bank, and other relevant factors, as determined solely by the Compensation Committee.

Elements of Our Compensation Program

The primary elements of our compensation program are a combination of an annual base salary, discretionary annual bonus awards, and equity incentives.

Annual Incentive Plan

The Bank has adopted an Annual Incentive Plan (the “AIP”) providing for short-term cash bonuses and long-term compensation in the form of stock options or restricted stock. The AIP was established by the Compensation Committee in consultation with PM. Annual cash bonuses are determined by a set of objective and subjective criteria established by the Compensation Committee. Under the AIP, Mr. Zernick may receive up to 100% of his base salary, Ms. Oliver may receive up to 70% of her base salary, and Mr. McKim may receive up to 50% of his base salary, if he or she meets each of the established objectives. Stock options or restricted stock may be granted at the Compensation Committee’s discretion based on its assessment of the respective executive’s performance. Any equity component of such a plan will be granted pursuant to the 2017 Equity Incentive Plan.

2017 Equity Incentive Plan

In 2018, the Board amended, and BayFirst’s shareholders approved, the BayFirst Financial Corp. Amended and Restated 2017 Equity Incentive Plan (the “EIP”), which provides for the grant of stock options, restricted stock awards, restricted stock unit awards, and other equity awards to officers, employees, directors, advisors, and consultants. The plan had a Board approved amendment in 2022 which established the fair market value of the grants based on the stock price as of the grant date. The number of shares reserved and available for issuance under the EIP is 15% of the total number of shares of common stock issued and outstanding from time to time, not to exceed 1,500,000 shares.

Our Board is in the process of developing an Equity Grant Timing Policy to establish and apply a consistent framework for granting equity awards under the EIP. The Board anticipates that this policy will require that equity awards be granted only: (i) during open trading windows under the Company’s insider trading policy; and (ii) when the Company is not in possession of material nonpublic information. This is intended to avoid the risk that the Company is “spring-loading” grants to provide for immediate appreciation in the value of an award, or the appearance of spring-loading.

During February 2025, four days following the issuance of the Company’s year-end earnings press release, the Company made grants under the EIP. This is consistent with the timing of previous year’s grants and consistent with the Compensation Committee’s objective to base such grants on the Company’s full year performance. The Company does refrain from making grants when it is in possession of material nonpublic information and does not time disclosure of such information for the purpose of affecting the value of executive compensation.

Other Compensation and Benefits

The Company offers other benefits, including medical, dental, life insurance, 401(k) plan, employee stock ownership plan, and non-qualified stock purchase plan. The Company terminated the Employee Stock Ownership Plan as of September 30, 2025.

Summary Compensation Table

The following table sets forth the compensation paid to Mr. Zernick, Ms. Oliver and Mr. McKim for 2025, 2024, and 2023.

In 2026, Mr. Zernick is receiving a $358,827 base salary, Ms. Oliver is receiving a $322,408 base salary, and Mr. McKim is receiving a $291,200 base salary.

Outstanding Equity Awards

The following table provides information regarding stock options and unvested restricted stock held by each of our named executive officers as of December 31, 2025 (giving effect to the three-for-two stock split effective on May 10, 2021).

Director Compensation

In July 2025, the Board suspended the payments of all Board fees. Prior to that, in 2025, BayFirst directors received cash fees of $1,500 per Board meeting. Bank directors received cash fees of $1,500 per separate Bank Board meeting.

We also paid annual retainers to the Chairs of the: (i) Board and the Bank Board ($22,500); (ii) Audit and Risk Management Committee ($10,000); (iii) Nominating Committee ($10,000); (iii) Bank Asset Liability Committee ($7,500); (iv) Compensation Committee ($10,000); and (v) Corporate Social Responsibility Committee ($5,000).

In addition, we paid our directors fees of: (i) $500 per Bank Directors Credit and Loan Committee meeting, Audit and Risk Management Committee meeting, Compensation Committee meeting, and Corporate Social Responsibility Committee Meeting; (ii) $500 per Bank Asset Liability Committee meeting and (iii) $500 per Bank Compliance Committee meeting.

The following table sets forth the cash compensation and stock option compensation earned as Company and Bank directors during 2025 by each of our directors other than Mr. Zernick and Ms. Oliver, whose compensation is described in the above “Summary Compensation Table.”