DEF 14A of BCB Bancorp Inc
Filed Mar 24, 2026 · FY20250001174947-26-000413
Director Nominees of the Board of Directors
Director Nominees of the Board of Directors Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has unanimously nominated each of Ryan Blake, James Rizzo, Gerald Werdann, and Michael J. Widmer, for election to the class of directors of the Company with a term expiring in 2029. Each director nominee currently serves as a director of BCB Bank, the Company’s wholly owned subsidiary (the “Bank”), and each has consented to being named in this Proxy Statement and to serve, if elected. Each of the directors elected at the Annual Meeting will hold office until the annual meeting of shareholders in 2029 and until their successors are duly elected and qualified. If any of the nominees become unable to accept their nomination or election, the persons named in the proxy may vote for a substitute nominee selected by the Board of Directors. Our management, however, has no present reason to believe that any nominee will be unable to serve as a director, if elected.
Director Nominees of the Board of Directors
| | The Board of Directors recommends a vote “FOR” each director nominee |
Director Nominees of the Board of Directors
BOARD OF DIRECTORS and director nominees The following table sets forth certain information with respect to our continuing directors and our director nominees as of the date of this Proxy Statement:
Director Nominees of the Board of Directors
| Name | Age | Position with the Company | First Year as Director | Term will Expire (1) | | Judith Q. Bielan | 61 | Director | 2000 | 2028 | | Ryan Blake | 35 | COO, Corporate Secretary, and Director | 2023 | 2029 | | Vincent DiDomenico, Jr. | 60 | Director | 2018 | 2027 | | Tara L. French | 63 | Vice Chair of the Board | 2024 | 2028 | | Mark D. Hogan | 60 | Chairman of the Board | 2000 | 2028 | | Joseph Lyga | 66 | Director | 2000 | 2027 | | John Pulomena | 70 | Director | 2018 | 2028 | | James Rizzo | 66 | Director | 2015 | 2029 | | Michael Shriner | 61 | President, CEO, and Director | 2024 | 2027 | | Gerald Werdann | 62 | Director | 2026 | 2029 | | Michael J. Widmer | 66 | Director | 2024 | 2029 |
Director Nominees of the Board of Directors
| (1) Directors’ terms of office are scheduled to expire at the annual meeting of shareholders to be held in the year indicated, assuming election at the Annual Meeting. |
Director Nominees of the Board of Directors
Our director nominees collectively possess the expertise, leadership skills, and diversity of experiences and backgrounds to oversee the execution of the Company’s growth strategy and protect long-term stockholder value, which qualifications are summarized in their biographies below. Judith Q. Bielan, Esq. is an attorney who has practiced law in New Jersey for over 30 years. She has been a Director of the Company since its inception. In 1994, Ms. Bielan founded the law firm known as Bielan, Miklos & Makrogiannis, P.C. which has since joined the Wiener Law Group. Ms. Bielan brings to the Board of Directors experience in the areas of real estate, marketing, budgeting, public relations, and collections. She currently serves on the NJ State Bar Association Legislative Committee. In the past, Ms. Bielan has been court-appointed to serve as a Commissioner on the Hudson County Condemnation Board and has served on the Hudson County Fee Arbitration Committee, Due Diligence, Family Law, and Early Settlement Panel Committees. In 2010 she was President of the Hudson County Bar Association. In 2005 she received the Hudson County Family Lawyer of the Year Award. Throughout her career, Ms. Bielan volunteered as a Trustee on the Board of “Women Rising,” coached boys’ and girls’ basketball at the Bayonne PAL, and taught Adult Education classes at Bayonne High School. In 2014, she was inducted into the Bayonne PAL Hall of Fame. From 2001-2010 she served on the Board of Holy Family Academy. She holds degrees from Montclair State College (now University) and Seton Hall University School of Law. Ryan Blake serves as Executive Vice President, Chief Operating Officer, and Corporate Secretary of BCB Bancorp, Inc. and BCB Bank. Mr. Blake has been with the firm since 2008 and has served in various capacities. He has served on the Board of Directors of the Bank and the Company since 2023. Mr. Blake currently serves as a Trustee on the Board of Directors of the Kean University Foundation, as a Trustee on the Board of Directors of the Bayonne Public Library, as a Trustee on the Board of Directors of the Bankers Cooperative Group, and is a member of Rotary International. Mr. Blake holds bachelor’s degrees in both Finance and Economics from Kean University, as well as a Master’s degree in Business Administration from Rutgers University. Mr. Blake is also an alum of the Stonier Graduate School of Banking program at the University of Pennsylvania and the Graduate School of Banking at Colorado. Vincent DiDomenico, Jr. is the Founder and Managing Member of Delta Equity Management, L.L.C. et al, developers of Commercial Real Estate in the New Jersey & New York Metropolitan Area. His real estate companies own and manage institutional-grade commercial real estate assets. Mr. DiDomenico has been a Director of the Bank and the Company since May 2018. He also served on the Board of Trustees, as well serving as a past two-term (2003-2005 & 2009-2011) Vice President and a past two-term (2006-2008 & 2011-2013) President, of the New Jersey Self Storage Association (NJSSA). Mr. DiDomenico is also a former Board of Trustee Member of St. Peter’s Preparatory School and a former Board of Trustee Member of Far Hills Country Day School. Prior to founding his current companies, Mr. Di Domenico was distinguished as a Deming Scholar from the Gabelli School of Business at Fordham University where he earned an MBA in Finance and Statistics, with a concentration in International Business Studies. He also currently serves on the Capital Campaign Committee at The Delbarton School and has served as Co-Chairman of the Far Hills Country Day School Capital Campaign Committee as well as the Board of Governors for the Archdiocese of Newark, C.Y.O. & Young Adult Ministries. He is a graduate of St. Peter’s Preparatory School (1984) and graduate of Villanova School of Business where he received a B.S. degree in Finance (1988). Tara L. French has been a member of the Board of Directors since 2024, currently serves as the Vice Chair of the Board, and Chair of the Nominating and Corporate Governance Committee. She is a veteran banker, with more than 35 years of related experience. Previously, Ms. French was an executive at a large community bank operating in New York and New Jersey as Chief Administrative Officer and then as Chief Risk Officer, retiring in 2023. Ms. French began her career as a Bank Examiner for the Federal Home Loan Bank of New York and filled numerous federal bank supervision positions at the Office of Thrift Supervision and the Office of the Comptroller of the Currency until 2017, after serving as Assistant Deputy Comptroller in the Northeastern District, New York Office. Ms. French serves on the Board of Directors of Morris Habitat for Humanity and Sisters of Charity Housing Development Corporation. She graduated from Appalachian State University and holds numerous accreditations across the wealth management, risk management, lending/credit, and regulatory compliance disciplines. She is a commissioned National Bank Examiner and brings to the Company’s Board a strong background in strategic leadership, enterprise risk management, and corporate governance. Mark D. Hogan, C.P.A. is actively serving as Chairman of the Board of the Company, a position he has held since 2003. He has been a Director of the Company since its inception. Prior to beginning his service for the Company, Mr. Hogan first founded, built, and recently retired from, two successful businesses: Hogan and Associates, LLC, a CPA practice which he had operated for almost three decades; and Hogan Financial Advisors, Inc., a wealth management practice which he had operated for over 25 years. Mr. Hogan, who maintains his active CPA license, is currently managing his family’s real estate portfolio. Mr. Hogan’s Community Involvement includes service on the Board of Trustees of three organizations, namely: St Peter’s Preparatory School, where he also served as Chairman of the Finance Committee; Count Basie Center for the Arts, where he also served on the Executive Committee and as Chairman of the Finance Committee; and St. Ann’s Home for the Aged Corp. Mr. Hogan has humbly received innumerable awards for his Community Involvement. Because of Mr. Hogan's extensive professional experience, his achievements and his aforesaid license and designations, he is deemed well-qualified to actively serve as Chairman of the Company's Board of Directors. Mr. Hogan graduated with a B.S. in Finance from Pace University in New York City. Joseph Lyga has served as an Independent Director of the Company since its founding in 2000. With nearly four decades of experience as a self-employed contractor and consultant, Mr. Lyga specializes in computer technology, security, and network and systems design. He began his academic journey at Jersey City State College and furthered his education at the Chubb Institute for Technology, focusing on computer programming, technical support, and network design. Over the years, Mr. Lyga has earned several professional certifications in the field of computer science, including Cybersecurity, Network+, Security+, IT Security, and Cisco. In 2023, he added a prestigious certification in Cybersecurity: Managing Risk from Harvard University to his credentials. Mr. Lyga’s extensive background in information technology and his long-standing dedication to the Company provide the Board of Directors with invaluable insights into IT trends, security, and risk management. In addition to his professional accomplishments, Mr. Lyga actively participates in various clubs and civic organizations, further demonstrating his commitment to community engagement and leadership.
Director Nominees of the Board of Directors
John Pulomena has been the County Administrator of Middlesex County, New Jersey, for the past 14 years. As County Administrator for Middlesex County, the second largest county in the state, Mr. Pulomena is responsible for the development and management of a $500 million annual budget, supported by a workforce of over 2,000 employees. In this capacity, Mr. Pulomena is responsible for developing the strategic plans for sustained economic growth, critical investments in the county’s infrastructure, and enhancing the quality of life for its 825,000 residents through key programs and services. Mr. Pulomena was employed by AT&T for over 22 years, including five years at AT&T Bell Laboratories in software development and 17 years at AT&T corporate in various roles including marketing & sales, government affairs, as Financial Controller, and as Director of the Customer Network Operation Centers. Mr. Pulomena was a Middlesex County Freeholder for 10 years, Council President for the Borough of South Plainfield for nine years, and Chairman of the Middlesex County Planning Board for five years. Mr. Pulomena is a graduate of the City University of New York, where he received a B.S. degree in Computer Science with a minor in Mathematics. James G. Rizzo has been a director of the Company since 2015. He currently serves as business liaison to the Board of Directors and has helped lead the Company’s expansion efforts throughout Bergen County, with four branches opening over the last six years. After having spent more than thirty years in a career focused on the high-yield bond markets, Mr. Rizzo is currently in the real estate management business. His career began at Drexel Burnham and included being designated as a Managing Director in positions held at firms such as Guggenheim Partners, Citicorp, and Fleet Bank. Mr. Rizzo’s most recent position was as a Managing Director at Dahlman Rose and Company, from which he retired. Mr. Rizzo is a graduate of St. Peter’s University, where he earned a B.S. in Business Administration. He currently serves on the University’s Board of Regents, and on the Advisory Board of the University’s Business School. He is also a graduate of St. Peter’s Preparatory school and is involved in planning the future of Saint Peter’s Preparatory School as a former member of the Board of Trustees. Mr. Rizzo is an active member of the Rutherford Planning Board and the Rutherford Economic Development Committee. He is also a Trustee of the Rutherford Public Library, as well as the Rutherford Library Foundation. Additionally, Mr. Rizzo serves on the Board of St. Dominic’s Academy in Jersey City, N.J. Michael A. Shriner serves as the President and Chief Executive Officer of the Bank and the Company. Mr. Shriner also serves as a Director on the boards of the Bank and the Company. Mr. Shriner, a 35-year veteran of banking, was formerly President and Chief Executive Officer of Millington, New Jersey-based MSB Financial Corp. and Millington Bank prior to it being acquired by Kearny Bank. Under his leadership, he converted Millington Bank from a mutual holding company structure to a fully public institution through a Second Step Conversion. Mr. Shriner joined Millington Bank in 1987 and held various commercial and corporate banking positions, including that of Chief Operating Officer and Board Member prior to his promotion to President and Chief Executive Officer in 2012. Most recently, he held the role of Market President for Kearny Bank, where he transitioned legacy Millington Bank customers to Kearny Bank following the merger acquisition. Mr. Shriner holds an Associate of Arts Degree in Business Administration from the University of New Hampshire and is a Graduate of The National School of Banking, Fairfield University. Gerald Werdann is a Co-Founding Partner of Werdann DeVito LLC, a Certified Public Accounting and Consulting Firm, which he formed in 1998. He is a Rutgers University graduate, is licensed as a Certified Public Accountant in New Jersey and New York and is a member of the American Institute of Certified Public Accountants (AICPA) and the New Jersey Society of Certified Public Accountants (NJSCPA). Mr. Werdann is also Accredited in Business Valuations (ABV) and Certified in Financial Forensics (CFF) by the AICPA. Michael J. Widmer provided consulting services to BCB from 2020 to 2024, after retiring from a 40-year banking career. Most recently, he served as Executive Vice President, Head of Operations with Northfield Bank, headquartered in Woodbridge, New Jersey. Prior to his tenure at Northfield Bank, Mr. Widmer served as the Executive Vice President and Chief Financial Officer, and as a Director, of Liberty Bancorp, Inc. and Liberty Bank, located in Avenel, New Jersey, until they were acquired by Northfield Bancorp, Inc. and Northfield Bank, respectively, in 2002. Mr. Widmer holds a B.S. degree in Accounting from Rutgers University and an M.B.A. in Finance from St. John’s University.
Director Nominees of the Board of Directors
| CORPORATE GOVERNANCE |
Director Nominees of the Board of Directors
Independence of Directors Our Board of Directors determined that all directors, with the exception of Mr. Blake, Mr. Shriner, and Mr. Widmer, are independent from the Company and our management under the listing standards of The Nasdaq Stock Market (“Nasdaq”). The Board considered the Nasdaq standards, the fact that there were no transactions or arrangements between these directors and the Company, other than the compensation for board or board committee service and those noted in the section below entitled “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- Review of Related Persons”. The Board and all other relevant facts and circumstances in making these independence determinations and concluded that the independent directors did not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. There are no familial relationships among our directors or executive officers. Access to Corporate Governance Documents Our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee charters are available on the https://investorrelations.bcbcommunitybank.com website under “Corporate Information – Governance Documents. Our other corporate governance information and materials, including our Corporate Governance Guidelines and Code of Business Conduct and Ethics, are available upon request by writing to Investor Relations at: 595 Avenue C, Bayonne, NJ 07002, by e-mail to: rblake@bcb.bank, or by calling Investor Relations at 1-(800) 680-6872. Information contained on the website is not incorporated by reference or otherwise considered part of this Proxy Statement. Committees of our Board of Directors Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. The Board of Directors has determined that each committee member is independent under the Nasdaq listing standards. Our Board of Directors has, and from time to time may, establish other committees.
Nominating and Corporate Governance Committee
| NON-EMPLOYEE DIRECTOR COMPENSATION |
Nominating and Corporate Governance Committee
| NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL YEAR 2025 |
Nominating and Corporate Governance Committee
| Name | Fees Earned Paid in Cash ($) | Stock Awards ($) (1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Robert Ballance (2) | 30,000 | -- | -- | -- | 30,000 | | Judith Q. Bielan | 60,000 | 37,848 | -- | -- | 97,848 | | James E. Collins (3) | -- | -- | -- | -- | -- | | Thomas M. Coughlin (4) | 10,000 | 12,613 | 125,560 (5) | 17,531 (6) | 165,704 | | Vincent DiDomenico, Jr. | 76,000 | 37,848 | -- | -- | 113,848 | | Tara L. French | 96,000 | 37,848 | -- | -- | 133,848 | | Mark D. Hogan (7) | 127,000 | 37,848 | -- | 18,409 | 183,257 | | Joseph Lyga | 72,000 | 37,848 | -- | -- | 109,848 | | John Pulomena | 61,000 | 37,848 | -- | -- | 98,848 | | James Rizzo | 81,000 | 37,848 | -- | -- | 118,848 | | Raymond J. Vanaria (8) | 65,500 | 37,848 | -- | -- | 103,348 | | Michael J. Widmer | 62,000 | 37,848 | -- | -- | 99,848 |
Compensation Policies and Practices
| ■ | Use an annual incentive program with defined metrics and a formulaic approach, with flexibility for the Committee to use discretion where prudent; |
Compensation Policies and Practices
| ■ | Engage an independent compensation consultant; |
Compensation Policies and Practices
| ■ | Benchmark compensation to remain competitive and employ market-based practices; |
Compensation Policies and Practices
| ■ | Use a double-trigger change in control provision in each employment contract so that change in control severance benefits are only paid upon termination of employment following a change in control; |
Compensation Policies and Practices
| ■ | Adopt administration procedures to ensure equity awards comply with legal, regulatory, and accounting requirements; |
Compensation Policies and Practices
| ■ | Require shareholder approval in the repricing of underwater stock options; |
Compensation Policies and Practices
| ■ | Do not provide excise or tax gross-ups in our employment or change in control agreements; |
Compensation Philosophy and Objectives
| 1. | Aligning with Shareholder Interest – As a public company, we use equity compensation as an integral component of our compensation program to develop a culture of ownership among our key personnel and to align their individual financial interest with the interests of our shareholders. | | 2. | Driving Performance – We will base compensation in part on the attainment of company-wide, business unit, and individual targets that contribute to our earnings within risk tolerance. | | 3. | Reflecting our Business Philosophy – Our approach to compensation reflects our values and the way we do business in the communities we serve. | | 4. | Meeting the Demands of the Market – Our goal is to compensate our employees at competitive levels that position us as the employer of choice among our peers who provide similar financial services in the markets we serve. |
Factors Considered in Determining Pay Programs and Making Pay Decisions
Factors Considered in Determining Pay Programs and Making Pay Decisions The Compensation Committee is responsible for compensation decisions for our Named Executive Officers and reports all actions to the Company’s Board. Benchmarking Compensation As we describe beginning on page 7, in 2025 and 2023, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) to assess the competitiveness and effectiveness of our executive compensation program. Meridian provided an analysis of base salary, short-term incentive, long-term incentive, and total compensation practices of similarly sized banks within our region. This data was used by the Committee to establish compensation for 2025, 2024 and 2023. Meridian considered individual compensation elements, as well as the total compensation package, and assessed the relationship of pay to performance. In performing this analysis, Meridian used a peer group of banking institutions, which was reviewed and approved by the Committee. The peer group included institutions with an asset size ranging from $2.3 billion to $8.2 billion. All banks were based in the Northeast and Mid-Atlantic region. The peer group consisted of the following financial institutions:
Factors Considered in Determining Pay Programs and Making Pay Decisions
A peer group analysis is limited to those positions for which compensation information is disclosed publicly. Therefore, the compensation consultant also relied on published compensation surveys to supplement peer group information, including the McLagan Regional & Community Banking Survey. Similar asset and regional scope comparisons were used for the benchmarking analysis.
Long-Term Incentives
Long-Term Incentives The Company’s 2018 Equity Incentive Plan (“2018 Plan”) and 2023 Equity Incentive Plan (“2023 Plan”) are the foundation for the Company’s long-term incentive compensation program. Both plans provide equity-based awards that may be granted to employees, directors, consultants, and other service providers. The plans permit the board of directors to grant stock options, restricted stock awards, restricted stock units and performance awards. The shares subject to or related to options, restricted stock awards, restricted stock units and performance awards under the plans are authorized and unissued shares of our common stock. In 2025, all of our named executive officers received awards under these plans. On February 24, 2025, Ryan Blake received stock options to purchase 14,369 shares, Jawad Chaudhry received stock options to purchase 15,267 shares and Michael A. Shriner received stock options to purchase 26,942 shares. The exercise price of these options was $9.91 per share and they vest at the rate of 1/3 per year commencing on the first anniversary of the grant date. These awards have a ten-year term and were made under the 2023 Plan.
Taxation of “Parachute” Payments
Taxation of “Parachute” Payments Sections 280G and 4999 of the Code provide that certain individuals who hold significant equity interests in the Company and certain executive officers and other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any of the named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code, and we have not agreed, and are not otherwise obligated, to provide any executive officer with such a “gross-up” or other reimbursement.
Accounting for Stock-Based Compensation
| SUMMARY COMPENSATION TABLE |
Accounting for Stock-Based Compensation
| Name Principal Position | Year | Salary ($) | Bonus ($) (1) | Option Awards ($) (2) | Restricted Stock Awards ($) (3) | All Other Compensation (4) ($) | Total ($) | | Michael A. Shriner (5) President & CEO | 2025 | 675,000 | -- | 50,625 | -- | 46,438 | 772,063 | | | 2024 | 675,000 | 151,921 | -- | -- | 33,570 | 860,491 | | | 2023 | -- | -- | -- | -- | -- | -- | | Ryan Blake Executive Vice President & COO | 2025 | 400,000 | -- | 27,000 | -- | 32,669 | 459,669 | | | 2024 | 400,000 | 81,024 | -- | -- | 32,242 | 513,266 | | | 2023 | 400,000 | -- | -- | 298,731 | 46,630 | 745,361 | | Jawad Chaudhry Executive Vice President & CFO | 2025 | 425,000 | -- | 28,687 | -- | 33,312 | 486,999 | | | 2024 | 425,000 | 86,088 | -- | 472,000 | 29,440 | 1,012,528 | | | 2023 | 350,000 | 70,000 | -- | -- | 4,177 | 424,177 |
Accounting for Stock-Based Compensation
| OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025 |
Accounting for Stock-Based Compensation
| PAY VERSUS PERFORMANCE |
Accounting for Stock-Based Compensation
| Year | Summary Compensation Table Total for PEO¹ ($) | Compensation Actually Paid to PEO (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | | Net Income ($ Thousands) | | | | | | | Value of Initial Fixed $100 Investment Based on: TSR (4) ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | 772,063 | 772,063 | 473,334 | 568,248 | 53.79 | (12,527) | | 2024 | 860,491 | 860,491 | 550,912 | 676,062 | 73.32 | 18,623 | | 2023 | 984,444 | 984,439 | 445,548 | 495,768 | 75.22 | 29,483 |
Accounting for Stock-Based Compensation
| 2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Restricted Stock Awards and Option Awards columns of our 2025 Summary Compensation Table on page 24. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table The following is a description of the relationships between information presented in the Pay Versus Performance Table. For 2024 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to the other Non-PEO NEOs decreased by 10.3% and 15.9%, respectively, compared to a 26.6% decrease in our TSR and a 167.3% decrease in net income over the same time horizon. For 2023 to 2024, the compensation actually paid to our PEO decreased by 12.6% and the average of the compensation actually paid to the other Non-PEO NEOs increased by 36.3%, compared to a 2.7% decrease in our TSR and a 36.8% decrease in net income over the same time horizon. For 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the other Non-PEO NEOs decreased by 38.2% and 8.9% respectively, compared to a 24.8% decrease in our TSR and a 35.3% decrease in net income over the same time horizon.
Analysis of the Information Presented in the Pay Versus Performance Table
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
Analysis of the Information Presented in the Pay Versus Performance Table
Review of Related Person Transactions The Bank leases a property from New Bay, LLC. (“New Bay”), a limited liability company owned by certain Directors of the Bank and the Company including Messrs. Coughlin, Hogan, Lyga, and Ms. Bielan. On May 1, 2006, the Bank renegotiated the lease to a twenty-five-year term. The Bank paid New Bay $165,000 a year ($13,750 per month) in 2025, 2024, and 2023, within occupancy expense. The rent is to be adjusted every five years thereafter at the fair market rental value. The Bank expects to pay $165,000 in rental expense for the year 2026. On March 6, 2014, the Bank entered into a ten-year lease of a property in Rutherford, New Jersey with 190 Park Avenue, LLC, which is owned by two Directors of the Bank and the Company, Mr. Hogan and Mr. Rizzo. This was renewed in April 2024 for 10 years. The rent is currently $9,227 per month and will increase to $9,503 per month in May 2026. Lease payments of $123,000, $117,000, and $105,000 were made in years 2025, 2024, and 2023. The Bank expects to pay $113,000 in rental expense for the year 2026. On August 3, 2018, the Bank entered into a ten-year lease of a property in River Edge, New Jersey with 876 Kinderkamack, LLC, which is owned by certain Directors of the Bank and the Company, including Ms. Bielan and Messrs. Coughlin, Hogan, and Rizzo. The rent is $9,090 per month and lease payments of $110,000, $99,000, and $97,000 were made in the years 2025, 2024, and 2023, which is reflected in the consolidated statements of operations within occupancy expense. The Bank expects to pay $110,000 in rental expense for the year 2026. On April 2, 2021, the Bank renewed a five-year lease of a property in Lyndhurst, New Jersey with 734 Ridge Realty, LLC, which is owned by certain Directors of the Bank and the Company, including Ms. Bielan and Messrs. Ballance, Coughlin, Hogan, Lyga, and Rizzo. The rent is currently $7,718 per month and will increase to $8,379 per month in July 2026. Lease payments of $93,000, $93,000, and $93,000 were made in years 2025, 2024, and 2023. The Bank expects to pay $97,000 in rental expense for the year 2026. Other than as described in the preceding paragraph, no directors, executive officers or immediate family members of such individuals have engaged in transactions with us involving more than $120,000 (other than through a loan) during the preceding year. In addition, no directors, executive officers or immediate family members of such individuals were involved in loans from us which were not made in the ordinary course of business and on substantially the same terms and conditions, including interest rate and collateral, as those of comparable transactions prevailing at the time with other unaffiliated persons, and do not include more than the normal risk of collectability or present other unfavorable features. The Company requires that any transaction in which a director, officer or a member of their immediate family has an interest, and in which the Bank is involved, must be reviewed and approved and/or ratified by the Board of Directors. Any such transaction must be made on terms no less favorable to us than it would be if the Company entered into a similar relationship with an unaffiliated third party. Any lending relationship between a director, officer or a member of their immediate family and the Bank must be reviewed and approved and/or ratified by the Board of Directors. All such loans are made on substantially the same terms as loans to third parties, consistent with banking regulations governing the origination of loans to directors, officers and employees of the Bank. The Board of Directors is responsible for overseeing the application of these policies and procedures, which are part of the Company’s written policies. Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director. There are several exceptions to this general prohibition, one of which is applicable to us. Sarbanes-Oxley does not apply to loans made by a depository institution that is insured by the Federal Deposit Insurance Corporation and is subject to the insider lending restrictions of the Federal Reserve Act. All loans to the Company’s directors and officers are made in conformity with regulations promulgated under the Federal Reserve Act. Indemnification Under New Jersey law, our certificate of incorporation and our bylaws contain limitation of liability provisions and provisions for indemnification of our directors and officers. Directors and officers of the Company are also insured against certain liabilities for their actions by insurance policies obtained by the Company. The aggregate premium for these policies for the fiscal years ended December 31, 2025, 2024, and 2023, specifically for directors and officers as individuals, was $217,394, $205,070, and $199,192, respectively.
Analysis of the Information Presented in the Pay Versus Performance Table
| DELINQUENT SECTION 16(a) REPORTS |
Analysis of the Information Presented in the Pay Versus Performance Table
Section 16(a) of the Exchange Act requires our officers and directors, and any persons owning more than ten percent of Company common stock, to file reports of ownership and changes in ownership with the SEC and Nasdaq. Persons filing such reports are required by SEC regulation to furnish the Company with copies of all such reports filed with the SEC. Based solely on our review of any copies of such reports received by it, and on written representations from our existing directors and executive officers that no additional annual statements of beneficial ownership were required to be filed by such persons. We believe that all statements were timely filed in fiscal year 2025 except for the Form 4s filed for Messrs. Shriner, Blake and Chaudhry reporting the grant of stock options to each.
Analysis of the Information Presented in the Pay Versus Performance Table
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Analysis of the Information Presented in the Pay Versus Performance Table
The following table provides information as of March 4, 2026, the Record Date, with respect to the persons known by the Company to be the beneficial owners of more than 5% of its outstanding stock. A person is considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole, or shared voting or investment power.
Analysis of the Information Presented in the Pay Versus Performance Table
| Name | Number of Shares | Percent | | BlackRock, Inc. (1) | 1,281,090 | 7.38% | | Dimensional Fund Advisors LP (2) | 929,501 | 5.35% |
Analysis of the Information Presented in the Pay Versus Performance Table
| (1) Includes BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.; and BlackRock Investment Management, LLC. Information about BlackRock, Inc. is derived from its Form 13F-HR filed with the SEC on February 12, 2026. The principal business office address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (2) Information about Dimensional Fund Advisors LP is derived from its Form 13F-HR filed with the SEC on February 12, 2026. Its principal business office address is 6300 Bee Cave Road, Building One, Austin, TX 78746. |
Analysis of the Information Presented in the Pay Versus Performance Table
Set forth below is certain information concerning the beneficial ownership of our common stock by each director, each nominee for director, each named executive officer, and all directors and named executive officers as a group as the Record Date. A person is considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power.
Analysis of the Information Presented in the Pay Versus Performance Table
| Name | Number of Shares(1) | Percent(1) | | Directors and Nominees | | | | Judith Q. Bielan (2) | 221,053 | 1.27% | | Ryan Blake (3) | 56,055 | * | | Vincent DiDomenico, Jr. (4) | 243,832 | 1.40% | | Tara L. French (5) | 13,142 | * | | Mark D. Hogan (6) | 796,694 | 4.59% | | Joseph Lyga (7) | 262,432 | 1.51% | | John Pulomena (8) | 64,302 | * | | James Rizzo (9) | 220,564 | 1.27% | | Michael Shriner (10) | 42,481 | * | | Gerald Werdann (11) | 7,809 | * | | Michael J. Widmer (12) | 12,642 | * | | Named Executive Officers who are not also Directors or Nominees | | | | Jawad Chaudhry (13) | 57,589 | * | | All current directors and named executive officers as a group (12 persons) (14) | 1,998,595 | 11.5% |
Analysis of the Information Presented in the Pay Versus Performance Table
| * Does not exceed 1% of the class based on 17,358,931 shares of common stock outstanding as of March 4, 2026. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (1) Number and percent shares include options exercisable by such owner or restricted stock units that vest within 60 days of the Record Date. The numbers of shares reflected in this table have been rounded to the nearest whole number. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (2) Ms. Bielan has sole voting and dispositive power over 221,053 shares, including 66,250 shares of underlying options exercisable within 60 days from the record date, sole voting power but no dispositive power over 6,702 unvested restricted stock shares, shared voting and dispositive power over 20,084 shares with her spouse, sole voting and dispositive power over 13,426 shares held in an IRA, and shared voting and dispositive power over 39 shares with her children. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (3) Mr. Blake has sole voting and dispositive power over 56,055 shares, including 6,840 shares of underlying options exercisable within 60 days from the record date, and sole voting and dispositive power over 6,953 shares held in a 401(k) account. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (4) Mr. DiDomenico has sole voting and dispositive power over 243,832 shares, including 57,250 shares of underlying options exercisable within 60 days from the record date, and sole voting power but no dispositive power over 6,702 unvested restricted stock shares. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (5) Ms. French has sole voting and dispositive power over 13,142 shares and sole voting power but no dispositive power over 5,952 unvested restricted stock shares. There are no shares of underlying options exercisable within 60 days from the record date. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (6) Mr. Hogan has sole voting and dispositive power over 796,694 shares, including 66,250 shares of underlying options exercisable within 60 days from the record date, sole voting power but no dispositive power over 6,702 unvested restricted stock shares, and sole voting and dispositive power over 103,352 shares held in an IRA. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (7) Mr. Lyga has sole voting and dispositive power over 262,432 shares, including 66,250 shares of underlying options exercisable within 60 days from the record date, sole voting power but no dispositive power over 6,702 unvested restricted stock shares, shared voting and dispositive power over 2,985 shares with his spouse, and shared voting and dispositive power over 3,386 shares with his child. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (8) Mr. Pulomena has sole voting and dispositive power over 64,302 shares, including 37,250 shares underlying options exercisable within 60 days from the record date, and sole voting power but no dispositive power over 6,702 unvested restricted stock shares. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (9) Mr. Rizzo has sole voting and dispositive power over 220,564 shares, including 75,250 shares underlying options exercisable within 60 days from the record date, sole voting power but no dispositive power over 6,702 unvested restricted stock shares, shared voting and dispositive power over 3,100 shares with his spouse, and sole voting and dispositive power over 73,554 shares held in an IRA. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (10) Mr. Shriner has sole voting and dispositive power over 42,481 shares, including 8,981 shares underlying options exercisable within 60 days from the record date. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (11) Mr. Werdann has sole voting and dispositive power over 7,722 shares and sole voting and dispositive power over 87 shares held in an IRA. There are no shares of underlying options exercisable within 60 days from the record date. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (12) Mr. Widmer has sole voting and dispositive power over 12,642 shares and sole voting power but no dispositive power over 5,952 unvested restricted stock shares. There are no shares of underlying options exercisable within 60 days from the record date. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (13) Mr. Chaudhry has sole voting and dispositive power over 57,589 shares, including sole voting power but no dispositive power over 28,333 unvested restricted stock shares, and 5,089 shares of underlying options exercisable within 60 days from the record date. |
Analysis of the Information Presented in the Pay Versus Performance Table
| (14) Includes 389,410 shares underlying options exercisable within 60 days from the record date. |
Analysis of the Information Presented in the Pay Versus Performance Table
PROPOSAL NO. 3 - Advisory Vote to Approve Named Executive Officer Compensation As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are seeking shareholder input on our executive compensation as disclosed in this proxy statement. Based upon the results of a non-binding advisory vote on the issue of the frequency of holding future non-binding advisory votes to approve named executive officer compensation, the Board has determined that it will include an annual non-binding advisory vote to approve named executive officer compensation in our proxy materials until the next non-binding advisory vote on the frequency for holding such votes. The Board and the Compensation Committee actively monitor our executive compensation practices in light of the industry in which we operate and the marketplace for talent in which we compete. We remain focused on compensating our executive officers fairly and in a manner that incentivizes high levels of performance while providing the tools necessary to attract and retain the best talent. The compensation of the Named Executive Officers of the Company is described under the “Named Executive Officer Compensation” section above. For the reasons set forth in such Named Executive Officer Compensation section under “Compensation Discussion and Analysis,” the Board recommends shareholders vote in favor of the following resolution: “Resolved, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby APPROVED.” As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers. Approval of Proposal No. 3 requires the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting.
Analysis of the Information Presented in the Pay Versus Performance Table
| | The Board of Directors recommends a vote “FOR” approval of the Company’s named executive officer compensation |
Analysis of the Information Presented in the Pay Versus Performance Table
| OTHER INFORMATION |
Analysis of the Information Presented in the Pay Versus Performance Table
Shareholder Proposals or Nominations Any shareholder who desires to submit a proposal for inclusion in the proxy materials relating to our 2027 Annual Meeting of Shareholders in accordance with the rules of the SEC must submit such proposal in writing, addressed to the Company at 595 Avenue C, Bayonne, NJ 07002 no later than November 24, 2026. In accordance with our bylaws, a shareholder who desires to propose a matter for consideration at an annual meeting of shareholders, even if the proposal is not submitted by the deadline for inclusion in our proxy materials, must comply with the procedures specified in our bylaws, including providing notice thereof in writing, delivered or mailed by first-class United States mail, postage prepaid, to the Secretary of the Company, not less than 90 days nor more than 120 days prior to the anniversary date of the previous year’s annual meeting. For the 2027 Annual Meeting of Shareholders, this period will begin on December 24, 2026, and end on January 23, 2027. In accordance with our bylaws, a shareholder who desires to nominate candidates for election to the Board must comply with the proceeding specified in the bylaws, including providing proper notice of the nomination in writing, delivered or mailed by first-class United States mail, postage prepaid, to the Secretary of the Company not less than 90 days nor more than 120 days prior to the anniversary date of the previous year’s annual meeting. For the 2027 Annual Meeting of Shareholders, this period will begin on December 24, 2026, and end on January 23, 2027. If the shareholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Securities Exchange Act of 1934, as amended, proxy holders may exercise discretionary voting authority under proxies that we solicit to vote in accordance with their best judgment on any such shareholder proposal or nomination. Reduce Duplicate Mailings Only one Proxy Statement, Proxy Card and Annual Report will be sent to those shareholders who share a single household and who have consented to receive a single copy of such annual meeting materials. This practice, known as “householding,” is designed to reduce expenses and conserve natural resources. Householding will continue until you are notified otherwise or until one or more shareholders at your address revokes consent. If you revoke consent, you will be removed from the householding program within 30 days of receipt of the revocation. However, if any shareholder residing at such an address desires to receive a separate Proxy Statement, Proxy Card and Annual Report in the future, he or she may telephone our Investor Relations Department at 1-(800)680-6872 or write to Investor Relations at the Company, rblake@bcb.bank or by e-mail through the Investor Relations and Other Information link at www.BCB.bank. If you are receiving multiple copies of our annual meeting materials, please request householding by contacting Investor Relations in the same manner. If you choose this option, your choice will remain in effect until you notify us by mail that you wish to resume mail delivery of these documents. If you hold your shares of our common stock through a bank, broker or another holder of record, refer to the information provided by that entity for instructions on how to elect this option. Other Matters If any other item or proposal properly comes before the Annual Meeting, including voting on a proposal omitted from this Proxy Statement pursuant to the rules of the SEC or incident to the conduct of the Annual Meeting, then the proxies will be voted in accordance with the discretion of the proxy holders, including to vote to adjourn the Annual Meeting for the purpose of soliciting proxies to vote in accordance with the Board’s recommendation on any of the proposals to be considered. Proxy Solicitation Costs The proxies being solicited hereby are being solicited by the Board of Directors of the Company. The cost of soliciting proxies in the enclosed form will be borne by the Company. Officers and regular employees of the Company may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, email, or other electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock. Incorporation by Reference In accordance with SEC rules, notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act, that might incorporate this Proxy Statement or future filings made by us under those statutes, the portions of the information included under the caption “Audit Committee Report” required by the SEC’s rules to be included therein, shall not be deemed filed with the SEC and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by us under those statutes, except to the extent that we specifically incorporate these items by reference. Annual Report for Fiscal Year 2025 The Company’s Annual Report to the Shareholders for the year ended December 31, 2025, is enclosed herewith. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, has been combined with the Annual Report to Shareholders, as permitted by SEC rules. The Annual Report is furnished to shareholders for their information. No part of the Annual Report is incorporated by reference herein. UPON REQUEST OF ANY SHAREHOLDER, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 2025, INCLUDING A LIST OF THE EXHIBITS THERETO, REQUIRED TO BE FILED WITH THE SEC PURSUANT TO RULE 13a-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO INVESTOR RELATIONS, BCB BANCORP, INC., 595 AVENUE C, BAYONNE, NJ 07002 OR BY CALLING THE COMPANY’S INVESTOR RELATIONS DIRECTLY AT 1-(800)680-6872. EACH REQUEST MUST SET FORTH A GOOD FAITH REPRESENTATION THAT, AS OF THE RECORD DATE, THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER OF COMPANY COMMON STOCK ENTITLED TO VOTE AT THE MEETING.
Analysis of the Information Presented in the Pay Versus Performance Table
| BY ORDER OF THE BOARD OF DIRECTORS | | Mark D. Hogan Chairman of the Board |
Analysis of the Information Presented in the Pay Versus Performance Table
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Analysis of the Information Presented in the Pay Versus Performance Table
| Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | |