DEF 14A of BCB Bancorp Inc
Filed Mar 20, 2025 · FY20240001193125-25-059115
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 Judith Q. Bielan, Tara L. French, Mark D. Hogan, and John Pulomena, for election to the class of directors of the Company with a term expiring in 2028; Raymond Vanaria for election to the class of directors of the Company with a term expiring in 2027, and Michael Widmer for election to the class of directors of the Company with a term expiring in 2026. 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 the year indicated 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 |
BOARD OF DIRECTORS AND DIRECTOR NOMINEES
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:
BOARD OF DIRECTORS AND DIRECTOR NOMINEES
| Name | Age | Position with the Company | First Year as Director | Term will Expire (1) | | Judith Q. Bielan | 60 | Director | 2000 | 2028 | | Ryan Blake | 34 | COO, Corporate Secretary, and Director | 2023 | 2026 | | Vincent DiDomenico, Jr. | 59 | Director | 2018 | 2027 | | Tara L. French | 62 | Vice Chair of the Board | 2024 | 2028 | | Mark D. Hogan | 59 | Chairman of the Board | 2000 | 2028 | | Joseph Lyga | 65 | Director | 2000 | 2027 | | John Pulomena | 69 | Director | 2018 | 2028 | | James Rizzo | 65 | Director | 2015 | 2026 | | Michael Shriner | 60 | President, CEO, and Director | 2024 | 2027 | | Raymond J. Vanaria | 65 | Director | 2024 | 2027 | | Michael J. Widmer | 65 | Director | 2024 | 2026 |
BOARD OF DIRECTORS AND DIRECTOR NOMINEES
| (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. |
BOARD OF DIRECTORS AND DIRECTOR NOMINEES
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, Corporate Secretary, and Director of the Company and the Bank. Mr. Blake has been with the company since 2008 and has served in his current role since 2021. Prior to then, Mr. Blake served as the Company’s Vice President and Controller. Mr. Blake currently serves as a trustee on the board of the Bayonne Public Library, has served as a commissioner on the Zoning Board of the City of Bayonne, as Vice President for a chapter of Rotary International, and is a former director of the New Jersey Pride Chamber of Commerce. Mr. Blake is a graduate of the ABA Stonier Graduate School of Banking at the Wharton School at the University of Pennsylvania, holds bachelor’s degrees in both Finance and in Economics from Kean University, and has earned a master’s degree in business administration from Rutgers University. 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.
BOARD OF DIRECTORS AND DIRECTOR NOMINEES
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. In 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 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. Raymond J. Vanaria is a Member of the certified public accounting firm Malesardi, Quackenbush, Swift & Company LLC, a firm he joined in 1983. He served as a Director of Prudential Bancorp, Inc., Philadelphia, Pennsylvania, and its wholly owned subsidiary Prudential Bank, from July 2020 until June 2022; a Director of MSB Financial Corp., Millington, New Jersey, and its wholly owned subsidiary Millington Bank, from January 2016 until July 2020; a Director of ConnectOne Bancorp, Inc., Englewood Cliffs, New Jersey and its wholly owned subsidiary, ConnectOne Bank, from July 2014 until January 2016; and a Director of Center Bancorp, Inc., Union, New Jersey, and its wholly owned subsidiary, Union Center National Bank, from 2007 to July 2014. Michael J. Widmer has been providing consulting services to BCB since 2020, 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.
BOARD OF DIRECTORS AND DIRECTOR NOMINEES
| CORPORATE GOVERNANCE |
Process for Selection of Director Nominee Candidates
Process for Selection of Director Nominee Candidates The Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director of the Company are that a candidate demonstrate, by significant accomplishments in their field, an ability to make a meaningful contribution to the Board of Directors’ oversight of the business and affairs of the Company, and have a record and reputation for honest and ethical conduct in their professional and personal activities. In addition, the Nominating and Corporate Governance Committee considers the following characteristics in reviewing director candidates:
Process for Selection of Director Nominee Candidates
| ∎ | integrity and character; |
Process for Selection of Director Nominee Candidates
| ∎ | sound and independent judgment; |
Process for Selection of Director Nominee Candidates
| ∎ | breadth of experience; |
Process for Selection of Director Nominee Candidates
| ∎ | business acumen; |
Process for Selection of Director Nominee Candidates
| ∎ | leadership skills; |
Process for Selection of Director Nominee Candidates
| ∎ | banking or other financial services expertise; |
Process for Selection of Director Nominee Candidates
| ∎ | skills beneficial to the Board committees; |
Process for Selection of Director Nominee Candidates
| ∎ | familiarity with issues affecting businesses in diverse industries; and |
Process for Selection of Director Nominee Candidates
| ∎ | diversity of backgrounds and experience. |
Process for Selection of Director Nominee Candidates
In addition to these requirements, the Nominating and Corporate Governance Committee will also evaluate, in the context of the Board’s needs, whether the nominee’s skills are complementary to the existing Board members’ skills, and assess any material relationships with the Company or third parties that might adversely impact independence and objectivity, as well as such other criteria as the Nominating and Corporate Governance Committee determines to be relevant at the time. Except as described above, the Board and the Nominating and Corporate Governance Committee do not maintain a formal diversity policy; however, diversity is one of many factors considered in the nomination of our directors. The Nominating and Corporate Governance Committee, Committee Chairperson, and/or our Chairman of the Board interview director nominee candidates that meet the criteria, and the Nominating and Corporate Governance Committee recommends candidates that best suit the Board’s needs. The Board may from time to time hire an independent search firm to help identify and facilitate the screening and interview process of director candidates. Shareholders may recommend qualified persons for consideration by the Nominating and Corporate Governance Committee for Board membership. Shareholders making a recommendation must submit the same information as that required to be included by us in our Proxy Statement with respect to nominees of the Board of Directors. The shareholder recommendation should be submitted in writing, addressed to the Company at 595 Avenue C, Bayonne, NJ 07002 Attn: Corporate Secretary. The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder. The Nominating and Corporate Governance Committee will also review the performance as a director of any person already serving on the Board of Directors of the Company in determining whether to recommend that the Director be re-nominated.
Human Capital Management
| NON-EMPLOYEE DIRECTOR COMPENSATION |
Hedging and Pledging Prohibition
| NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL YEAR 2024 |
Hedging and Pledging Prohibition
| 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) | $53,800 | — | — | — | $53,800 | | Judith Q. Bielan | $54,200 | — | — | — | $54,200 | | James E. Collins (3) | $56,500 | — | — | — | $56,500 | | Thomas M. Coughlin (4) | $45,600 | — | $1,269,542 (5) | $319,094 (6) | $1,634,236 | | Vincent DiDomenico, Jr. | $51,500 | — | — | — | $51,500 | | Tara L. French (7) | $39,566 | — | — | — | $39,566 | | Mark D. Hogan (8) | $153,886 | — | — | — | $153,886 | | Joseph Lyga | $59,300 | — | — | — | $59,300 | | John Pulomena | $52,500 | — | — | — | $52,500 | | James Rizzo | $52,900 | — | — | — | $52,900 | | Raymond J. Vanaria (9) | $25,333 | — | — | — | $25,333 | | Michael J. Widmer (10) | $10,350 | — | — | — | $10,350 |
Fiscal Year 2024 Compensation Actions
| • | Single trigger cash severance provision. Effective January 1, 2024, the Company no longer provides any agreements that provide severance upon a change in control, without requiring an employment termination. All employment agreements for our Named Executive Officers contain a “double trigger,” requiring a change in control and a qualified termination in order to receive severance benefits. |
Fiscal Year 2024 Compensation Actions
| ○ | In 2023, the Compensation Committee approved an Annual Incentive Plan (“AIP”), which provides annual cash incentive awards for our Named Executive Officers to motivate and reward the achievement of key short-term objectives. The AIP is based on Company’s achievement of pre-defined financial targets for the applicable year and a qualitative assessment of individual performance. |
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 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. |
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 In 2024 and 2023, the Compensation Committee engaged Meridian, its independent compensation consultant, 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 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.
Annual Incentive Plan (“AIP”)
Annual Incentive Plan (“AIP”) Our Named Executive Officers and other members of the senior management team participate in the AIP, which is based on a balanced scorecard which includes Company performance goals, and a qualitative assessment of individual goals. The Company performance goals and weighting for 2024 were based on Pre-Provision Net Revenue, the Total Risk-Based Capital Ratio, the Non-Performing Assets to Total Loans Ratio, and the Net Interest Margin, with a total award weighting of 50%. Each performance goal held an individual sub-weight of 25% each. The individual goals qualitative assessment was also weighted 50% of the total award. Each goal is measured separately and not contingent on achieving performance on the other. Awards are calculated as follows: Each Company performance goal is assigned three performance levels, which earn the following payouts based on the level of actual achievement: Threshold (50% of the target incentive), Target (100% of target incentive) and Stretch (150% of the target incentive). Amounts below threshold earn a $0 payout. In no event may a participant earn more than 150%. Straight-line interpolation is used between performance levels to reward incremental achievement of Company performance goals. The incentive opportunities for the Named Executive Officers were the following as a percentage of base salary: 50% for Mr. Shriner, 45% for Messrs. Blake and Chaudhry, and 30% for Mr. Garcia and Ms. Sievewright. The Compensation Committee conducted a qualitative assessment of the Named Executive Officers’ performance. Mr. Shriner provided recommendations regarding individual performance for the Named Executive Officers other than himself. The Committee used this information along with their own experiences to determine and independently assess CEO performance. Award payouts under the AIP were as follows:
Annual Incentive Plan (“AIP”)
| Executive | Base Salary ($) | Payout at Target ($) | Payout at Target (%) | Actual Payout Earned ($) | % of Base Salary | | Michael A. Shriner | $675,000 | $337,500 | 50% | $151,921 | 22.5% | | Ryan Blake | $400,000 | $180,000 | 45% | $81,024 | 20.3% | | Jawad Chaudhry | $425,000 | $191,250 | 45% | $86,088 | 20.3% | | David R. Garcia | $305,000 | $91,500 | 30% | — | — | | Sandra Sievewright | $300,000 | $90,000 | 30% | $40,512 | 13.5% |
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 2024, only one of our named executive officers received awards under these plans. On April 25, 2024, Jawad Chaudhry received an award of 30,000 shares of restricted stock that vest annually over a two-year period (50% per year) and an award of 20,000 shares of restricted stock that vest annually over a three-year period (33.3% per year). These awards were made under the 2018 Plan.
Employment and Related Agreements
Employment and Related Agreements We maintain employment agreements with Messrs. Blake, Chaudhry, Shriner, and Ms. Sievewright, which provide for severance benefits upon a qualifying termination of employment. We describe these agreements under the heading “Employment Agreements.” We describe the termination and change-in-control provisions of these agreements and their equity award agreements under the heading “Potential Payments Upon Termination or Change-In-Control.”
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 ($) (1) | Restricted Stock Awards ($) (2) | All Other Compensation (3) ($) | Total | | Michael A. Shriner (4) | 2024 | 675,000 | 151,921 | — | 33,570 | 860,491 | | President & CEO | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Ryan Blake | 2024 | 400,000 | 81,024 | — | 32,242 | 513,266 | | Executive Vice President & COO | 2023 | 400,000 | — | 298,731 | 46,630 | 745,361 | | | 2022 | 400,000 | 125,000 | 342,190 | 35,027 | 902,217 | | Jawad Chaudhry (5) | 2024 | 425,000 | 86,088 | 472,000 | 29,440 | 1,012,528 | | Executive Vice President & CFO | 2023 | 350,000 | 70,000 | — | 4,177 | 424,177 | | | 2022 | 70,000 | 100,000 | — | — | 170,000 | | David R. Garcia | 2024 | 305,000 | — | — | 15,441 | 320,441 | | Executive Vice President & CLO | 2023 | 305,000 | 30,000 | — | 7,896 | 342,896 | | | 2022 | 265,000 | 200,000 | — | 7,459 | 472,459 | | Sandra Sievewright | 2024 | 300,000 | 40,512 | — | 16,899 | 357,411 | | Executive Vice President & CCO | 2023 | 215,000 | 40,000 | — | 9,385 | 264,385 | | | 2022 | 215,000 | 40,000 | — | 6,610 | 261,610 |
Employment Agreements
| GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2024 |
Employment Agreements
| OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024 |
Employment Agreements
| OPTIONS EXERCISED AND STOCK VESTED DURING FISCAL YEAR 2024 |
Employment Agreements
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
Employment Agreements
| 2024 CEO PAY RATIO |
Methodology
| ∎ | As of December 31, 2024, our global workforce used for determining the pay ratio was estimated to be 312 employees in the U.S and none internationally. This population consisted of our full-time, part-time, and temporary employees employed with us as of the determination in 2024. |
Methodology
| PAY VERSUS PERFORMANCE |
Methodology
| Year | Summary Compensation Table Total for PEO¹ ($) | 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 ($) | Value of Initial Fixed $100 Investment Based on: 4 | | | | | | | | | | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | PPNR 5 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | | 2024 | 860,491 | 860,491 | 550,912 | 676,062 | 109 | 144 | 18,623 | 92,021 | | 2023 | 984,444 | 984,439 | 445,548 | 495,768 | 112 | 107 | 29,483 | 104,062 | | 2022 | 1,615,316 | 1,593,934 | 483,328 | 544,443 | 149 | 98 | 45,579 | 113,945 | | 2021 | 1,270,996 | 1,272,253 | 325,798 | 340,863 | 124 | 119 | 34,240 | 97,393 |
Methodology
| | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 860,491 | - | - | 860,491 | | 2023 | 984,444 | - | (5) | 984,439 | | 2022 | 1,615,316 | (354,170) | 332,788 | 1,593,934 | | 2021 | 1,270,996 | (42,936) | 44,193 | 1,272,253 |
Methodology
| Pay vs Performance TSR Table | | | | | | Index | 12/31/21 | 12/31/22 | 12/31/23 | 12/31/24 | | BCB Bancorp, Inc. | 123.68 | 149.25 | 112.27 | 109.45 | | NASDAQ Composite Index | 177.06 | 119.45 | 172.77 | 223.87 | | S&P U.S. BMI Banks Index | 118.61 | 98.38 | 107.32 | 143.68 | | Compensation Element | | | | | | Compensation Actually Paid to Non-PEOs ($000s) | 341 | 544 | 496 | 676 | | Compensation Actually Paid to PEO ($000s) | 1,272 | 1,594 | 984 | 860 |