DEF 14A of Bogota Financial Corp.
Filed Apr 11, 2024 · FY20230001193125-24-093386
Considerations Respecting Director Nominees and Candidates
Considerations Respecting Director Nominees and Candidates Minimum Qualifications for Director Nominees. The Board of Directors has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in our Bylaws, which include an age limitation provision and a requirement that the candidate not have been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board of Directors or committee governing documents. If a candidate is deemed eligible for election to the Board of Directors, the Board of Directors will then evaluate the following criteria in selecting nominees:
Considerations Respecting Director Nominees and Candidates
| • | contributions to the range of talent, skill and expertise of the Board of Directors; |
Considerations Respecting Director Nominees and Candidates
| • | financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and ability to read and understand financial statements; |
Considerations Respecting Director Nominees and Candidates
| • | familiarity with our market area and participation in and ties to local businesses and local civic, charitable and religious organizations; |
Considerations Respecting Director Nominees and Candidates
| • | personal and professional integrity, honesty and reputation; |
Considerations Respecting Director Nominees and Candidates
| • | the ability to represent the best interests of our stockholders and the best interests of Bogota Financial; |
Considerations Respecting Director Nominees and Candidates
| • | the desire for gender and ethnic diversity on the Board; |
Considerations Respecting Director Nominees and Candidates
| • | current equity holdings in Bogota Financial; |
Considerations Respecting Director Nominees and Candidates
| • | the ability to devote sufficient time and energy to the performance of his or her duties; and |
Considerations Respecting Director Nominees and Candidates
| • | independence, as that term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria. |
Considerations Respecting Director Nominees and Candidates
The Board of Directors also will consider any other factors it deems relevant, including size of the Board of Directors and regulatory disclosure obligations. When nominating an existing director for re-election to the Board of Directors, the Board of Directors will consider and review an existing director’s attendance and performance at Board meetings and at meetings of committees on which he serves; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence. Director Nomination Process. The process that the Board of Directors follows to identify and evaluate individuals to be nominated for election to the Board of Directors is as follows: For purposes of identifying nominees for the Board of Directors, the Board of Directors relies on personal contacts of the committee members and other members of the Board of Directors, as well as its knowledge of members of the communities Bogota Savings Bank serves. The Board of Directors will also consider director candidates recommended by stockholders according to the policy and procedures set forth below. The Board of Directors has not used an independent search firm to identify nominees. In evaluating potential nominees, the Board of Directors determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Board of Directors will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board. Consideration of Director Candidates Recommended by Stockholders. The Board of Directors will consider director candidates recommended by stockholders who appear to be qualified to serve on our Board of Directors. However, the Board of Directors may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Board of Directors does not perceive a need to increase the size of the Board of Directors. The Board of Directors will consider only those director candidates recommended by stockholders in accordance with the procedures set forth below. Procedures to be followed by Stockholders. To submit a recommendation of a director candidate to the Board of Directors, a stockholder should submit the following information in writing, addressed to the Chairman of the Board of Directors, care of the Corporate Secretary, at our main office:
Considerations Respecting Director Nominees and Candidates
| • | A statement that the writer is a stockholder and is proposing a candidate for consideration by the Board of Directors; |
Considerations Respecting Director Nominees and Candidates
| • | The name and address of the stockholder as they appear on our books, and of the beneficial owner, if any, on whose behalf the nomination is made; |
Considerations Respecting Director Nominees and Candidates
| • | The class or series and number of shares of our common stock that are owned beneficially or of record by such stockholder and such beneficial owner; |
Considerations Respecting Director Nominees and Candidates
| • | A description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; |
Considerations Respecting Director Nominees and Candidates
| • | A representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the stockholder’s notice; |
Considerations Respecting Director Nominees and Candidates
| • | The name, age, personal and business address and the principal occupation of the candidate; |
Considerations Respecting Director Nominees and Candidates
| • | The candidate’s written consent to serve as a director; |
Considerations Respecting Director Nominees and Candidates
| • | A statement of the candidate’s business and educational experience and all other information relating to such person that would indicate such person’s qualification to serve on the Board of Directors; and |
Considerations Respecting Director Nominees and Candidates
| • | Such other information regarding the candidate or the stockholder as would be required to be included in our proxy statement pursuant to Regulation 14A of the Securities and Exchange Commission. |
Considerations Respecting Director Nominees and Candidates
For a director candidate to be considered for nomination at an annual meeting of stockholders, the Board of Directors must receive the recommendation at least 120 calendar days before the date of our proxy statement for the previous year’s annual meeting, advanced by one year.
DIRECTORS’ COMPENSATION
| | Year Ended December 31, 2023 | | | | Name | Fees earned or paid in cash | All Other Compensation(1) | Total | | Steven M. Goldberg | $98,748 | $21,358 | $120,106 | | William Hanson | 78,852 | — | 78,852 | | John Masterson | 78,852 | 28,687 | 107,539 | | John G. Reiner | 78,852 | — | 78,852 |
Item 1 — Election of Directors
Item 1 — Election of Directors Bogota Financial’s Board of Directors consists of five members. The Board of Directors is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year. The nominee for election at this year’s annual meeting is Kevin Pace for a term of three years. Mr. Pace currently serves as the President and Chief Executive Officer, and as a director of Bogota Financial, Bogota Financial, MHC, and Bogota Savings Bank. The Board of Directors intends to vote the proxies solicited by it in favor of the election of the nominee named above. If the nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, the Board of Directors knows of no reason why the nominee might be unable to serve. The Board of Directors unanimously recommends a vote “FOR” the nominee for director. Information regarding the Board of Directors’ nominee and the directors continuing in office is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years. The age indicated in each individual’s biography is as of December 31, 2023. The indicated period for service as a director includes service as a director of Bogota Savings Bank. There are no family relationships among the directors. Due to the age limitation currently contained in the Bogota Financial bylaws, it is expected that Mr. Goldberg will retire at the 2025 annual meeting of stockholders.
Director Nominee for Term Expiring in 2027
Director Nominee for Term Expiring in 2027 Kevin Pace was promoted to the position of President and Chief Executive Officer of Bogota Financial and Bogota Savings Bank on November 30, 2023. Prior to his promotion, Mr. Pace was serving as Executive Vice President and Chief Risk Officer since November 2020, where he had operational oversight over compliance, operations and IT. Mr. Pace had previously served as Executive Vice President, Compliance, BSA since 2018, and has served in various other banking positions at Bogota Savings Bank since 2013. Age 45. Director since 2023.
Directors Continuing in Office with Terms Expiring in 2025
Directors Continuing in Office with Terms Expiring in 2025 John G. Reiner is the owner and Chief Executive Officer of the Reiner Insurance Agency. Mr. Reiner served as a director of Gibraltar Bank from 2007 until Gibraltar Bank was acquired by Bogota Financial in February 2021. As the owner and CEO of the Reiner Insurance Agency, Mr. Reiner has over 34 years of insurance expertise in multiple lines of business. Mr. Reiner brings his skills in sales, marketing and risk management to our board. Age 58. Director since 2021. William Hanson has served as president of NAI James E. Hanson, a commercial real estate firm, since 1993. Mr. Hanson has more than 30 years of experience in the commercial real estate industry, being involved in every facet of the business, including sales, leasing, investment strategies, property management and ownership. Mr. Hanson’s extensive knowledge and experience in commercial real estate and the market areas in which we operate bring valuable skills to our board. Age 60. Director since 2022.
Directors Continuing in Office with Terms Expiring in 2026
Directors Continuing in Office with Terms Expiring in 2026 Steven M. Goldberg has served as Chairman of the Board since 2006. Prior to his retirement in March 2020, Mr. Goldberg was the Chief Operating Officer and Chief Financial Officer for 17 years of Cole Schotz, PC, a New Jersey-based law firm with offices throughout the United States that specializes in litigation, bankruptcy law, corporate issues and employment law. Prior to joining Cole Schotz, Mr. Goldberg was a Certified Public Accountant and managing partner at a public accounting firm for 29 years. Mr. Goldberg’s experience as an executive of a large national law practice brings valuable business, administrative and leadership skills to our board. In addition, he provides a financial background and expertise in accounting matters. Age 74. Director since 2006. Due to the age limitation currently contained in the Bogota Financial bylaws, it is expected that Mr. Goldberg will retire at the 2025 annual meeting of stockholders. John Masterson was a managing director in the equities division of Goldman Sachs for almost 25 years before his retirement in 2007. Mr. Masterson currently serves as a director of 50 South Capital Advisors, LLC, a global alternatives investment firm that is a wholly owned subsidiary of Northern Trust. Mr. Masterson also served as a director of Transparent Value, a London-based hedge fund from 2011 until 2016. Mr. Masterson’s considerable experience in investment banking and capital markets and additional board service are valuable to us in many ways, including assisting in our assessment of sources and uses of capital. Age 64. Director since 2012.
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors The following sets forth information regarding our executive officers who are not directors. Age information is as of December 31, 2023. The executive officers of Bogota Financial Corp. and Bogota Savings Bank are elected annually. Brian McCourt, age 62, has served as our Executive Vice President and Chief Financial Officer since 2011. Robert Walsh, age 72, has served as Executive Vice President and Chief Lending Officer since Gibraltar Bank was acquired by Bogota Financial in February 2021. Mr. Walsh served as President and Chief Executive Officer of Gibraltar Bank from January 2016 to February 2021. Mr. Walsh has served as an executive for over 30 years with experience in banking and mortgage banking. Mr. Walsh declared, and was subsequently discharged from, bankruptcy in 2018.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation paid to or earned for the years ended December 31, 2023 and 2022 by the individuals who served as President and Chief Executive Officer during 2023 and our two other most highly compensated executive officers for the years ended December 31, 2023. Each individual listed in the table below is referred to as a “Named Executive Officer.”
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation (1) | All Other Compensation (2) | Total | | Kevin Pace(3) | 2023 | $286,000 | $— | $— | $115,000 | $39,849 | $440,849 | | President and Chief Executive Officer | 2022 | $250,590 | $— | $— | $112,000 | $43,404 | $405,994 | | Joseph Coccaro(4) | 2023 | $522,700 | $— | $— | $400,000 | $1,133,498 | $2,056,198 | | Former President and Chief Executive Officer | 2022 | $491,511 | $— | $— | $395,000 | $43,404 | $929,915 | | Brian McCourt | 2023 | $267,800 | $— | $— | $65,000 | $39,849 | $372,649 | | Executive Vice President and Chief Financial Officer | 2022 | $244,511 | $— | $— | $85,000 | $43,404 | $372,915 | | Robert Walsh | 2023 | $220,000 | $— | $— | $35,000 | $31,694 | $286,694 | | Executive Vice President and Chief Lending Officer | 2022 | $220,000 | $— | $— | $40,000 | $38,238 | $298,238 |
Summary Compensation Table
| (1) Amounts in this column were earned under the Executive Bonus Plan, as described below. |
Summary Compensation Table
| (2) Consists of the following payments. The table excludes perquisites that do not exceed $10,000 for each of the Named Executive Officers. |
Summary Compensation Table
| Officer | 401(k) Plan | ESOP | Separation Pay | Total | | Kevin Pace | $29,700 | $10,149 | — | $39,849 | | Joseph Coccaro | $29,700 | $10,149 | $1,093,649 | $1,133,498 | | Brian McCourt | $29,700 | $10,149 | — | $39,849 | | Robert Walsh | $23,255 | $8,439 | — | $31,694 |
Summary Compensation Table
| (3) Mr. Pace was appointed as President and Chief Executive Officer of Bogota Financial, Bogota Financial, MHC and Bogota Savings Bank effective November 30, 2023, prior to which he was Executive Vice President and Chief Risk Officer. |
Summary Compensation Table
| (4) Mr. Coccaro retired from his position as President and Chief Executive Officer of Bogota Financial, Bogota Financial, MHC and Bogota Savings Bank on November 30, 2023. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to our outstanding equity awards as of December 31, 2023 for our Named Executive Officers.
Outstanding Equity Awards at Fiscal Year-End
| Outstanding Equity Awards at December 31, 2023 | | | | | | | | | Option awards | | | | Stock awards | | | Name | Number of securities underlying unexercised options exercisable (#) | Number of securities underlying unexercised options unexercisable (#)(1) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Kevin Pace | 32,200 | 48,300 | 10.45 | 9/2/2031 | 19,342 | 155,703 | | President and Chief Executive Officer | | | | | | | | Joseph Coccaro | 64,470 | 96,709 | 10.45 | 9/2/2031 | 38,683 | 311,398 | | Former President and Chief Executive Officer | | | | | | | | Brian McCourt | 32,200 | 48,300 | 10.45 | 9/2/2031 | 19,342 | 155,703 | | Executive Vice President and Chief Financial Officer | | | | | | | | Robert Walsh | 3,000 | 4,500 | 10.45 | 9/2/2031 | — | — | | Executive Vice President and Chief Lending Officer | | | | | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) Stock option awards vest in five approximately equal installments, with the first vesting having occurred on September 2, 2022. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Restricted stock awards vest in five approximately equal installments, with the first vesting having occurred on September 2, 2022. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Based upon Bogota Financial’s closing stock price of $8.05 per share on December 29, 2023. |
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS