Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and
0-11.
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ANNUAL MEETING INVITATION |
Dear Fellow Shareholder:
We cordially invite you to attend the Annual Meeting of Shareholders of
The enclosed notice of annual meeting and proxy statement describe the formal business to be transacted at the annual meeting. During the annual meeting we will also report on the operations of
The annual meeting is being held so that shareholders may vote upon the following matters: (i) the election of six directors; (ii) the ratification of the appointment of
The Board of Directors has determined that approval of the matters to be considered at the annual meeting is in the best interests of shareholders. For the reasons set forth in the proxy statement, the Board of Directors recommends a vote "FOR" its proposed director nominees, as well as proposals (ii) and (iii) above.
On behalf of the Board of Directors, we urge you to sign, date, and retuthe enclosed proxy card in the postage-paid envelope, or vote by telephone or the Internet by following the instructions on the enclosed proxy card, as soon as possible even if you currently plan to attend the annual meeting. This will not prevent you from voting in person at the annual meeting but will assure that your vote is counted if you are unable to attend the annual meeting. Your vote is important, regardless of the number of shares that you own. Your cooperation is appreciated, since a majority of the common stock must be represented at the annual meeting, either in person or by proxy, to constitute a quorum for the conduct of business.
Thank you for your continued support of
Sincerely, |
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Chairman of the Board |
Notice of 2024 Annual Meeting of Shareholders |
Date and Time: |
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Place: |
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Items to be Voted: |
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elect six (6) director nominees named in the proxy statement; |
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ratify the appointment of |
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vote, on an advisory basis, on the approval of the compensation of Inc.'s named executive officers; and |
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conduct any other business properly brought before the annual meeting. |
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Record Date: |
Shareholders of record at the close of business on |
By Order of the Board of Directors
Chief Operating Officer and Corporate Secretary
Your vote is important!
Shareholders of record can vote their shares by using the Internet or the telephone, or by attending the meeting and voting in person. Instructions for voting by using the Internet or the telephone are set forth on the proxy card that has been provided to you. The prompt voting of proxies will save us the expense of further requests for proxies. Shareholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the self-addressed envelope provided, or by attending the meeting voting in person. If you need directions to attend the annual meeting and to vote in person, please call us at 1 (800) 680-6872.
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting to be Held on
The Proxy Statement and Annual Report to Shareholders are available at www.edocumentview.com/BCBP
TABLE OF CONTENTS |
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PROPOSAL NO. 1 - Election of the Director Nominees of the Board of Directors |
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PROPOSAL NO. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm |
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Audit CommitteePre-Approvalof Audit and PermissibleNon-AuditServices by Independent Auditors |
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Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2025 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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PROPOSAL NO. 3 - Advisory Vote to Approve Named Executive Officer Compensation |
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PROXY STATEMENT |
GENERAL INFORMATION
Solicitation of Proxies
The Board of Directors of
Purpose of the Meeting
At the Annual Meeting, our shareholders will be asked to vote on the following proposals:
Proposals | Board Recommendation |
Page Reference |
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1 | To elect the six (6) director nominees named in the proxy statement; | FOR | 3 | |||
2 | To ratify the appointment of |
FOR | 15 | |||
3 | To approve, on an advisory, non-binding basis,the Company's named executive officer compensation. | FOR | 44 |
Voting and Revocation of Proxies
Shareholders of record have a choice of voting by mail, by telephone or through the Internet.
By Mail |
∎ Mark your selections on the proxy card. ∎ Date and sign your name exactly as it appears on the proxy card. ∎ Mail the proxy card in the postage-paid envelope that's provided to you with your proxy card. If you retuthe signed proxy card but do not mark the boxes showing how you wish to vote, your votes will be cast "FOR" the election of all director nominees named in this proxy statement; "FOR" the ratification of the appointment of |
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By Telephone |
Call toll-free 1-800-652-8683and follow the voice prompts. | |
Through Internet |
Access the website www.investorvote.com/BCBPand follow the instructions. |
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We encourage each shareholder of record to submit their proxy electronically through the Internet, if that option is available, or by telephone. Delivery of a proxy in any of the three ways listed above will not affect the right of a shareholder of record to attend the Annual Meeting and vote during the Annual Meeting. If you hold your shares in "street name" (that is, through a broker, trustee or other holder of record), you will receive a voting instruction card from your broker seeking instructions as to how your shares should be voted. If no voting instructions are given, your broker or nominee has discretionary authority to vote your shares on your behalf on routine matters. A "broker non-vote"results on a matter when your broker or nominee returns a proxy but does not vote on a particular proposal because it does not have discretionary authority to vote on that proposal and has not received voting instructions from you. We believe that your broker or nominee only has discretionary voting power with respect to the proposal regarding the ratification of the appointment of the independent registered public accounting firm. You may not vote shares held in "street name" at the Annual Meeting unless you obtain a legal proxy from your broker or holder of record.
Any shareholder of record giving a proxy may revoke it by doing any of the following:
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delivering a written notice of revocation to the Secretary of the Company, dated later than the proxy, before the vote is taken at the Annual Meeting; |
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delivering a duly executed proxy bearing a later date to the Secretary of the Company (including a proxy given by telephone or through the Internet) before the vote is taken at the Annual Meeting; or |
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voting at the Annual Meeting (your attendance at the Annual Meeting, in and of itself, will not revoke the proxy). |
Any written notice of revocation, or later dated proxy, should be delivered to the Company, Attention:
Record Date
Only shareholders of record at the close of business on
Quorum
The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast will constitute a quorum at the Annual Meeting. Proxies received but marked as abstentions will be included in the calculation of the number of votes considered to be present at the Annual Meeting for purposes of determining the presence of a quorum.
Tabulation of Votes
Under
As to the approval of the Company's named executive officer compensation, a shareholder may: (i) vote "FOR" the resolution; (ii) vote "AGAINST" the resolution; or (iii) "ABSTAIN" from voting on the resolution. The affirmative vote of a majority of the votes cast at the annual meeting is required for the approval of the advisory, non-bindingresolution with respect to the Company's executive compensation. While this vote is required by law, it will neither be binding on the Company, or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors.
If any other matters are properly presented for consideration at the meeting, including, among other things, consideration of a motion to adjouthe meeting to another time or place, the proxy holders named in the proxy card will have discretion to vote on those matters according to their best judgment to the same extent as the person signing the proxy would be entitled to vote. As of the date of this proxy statement, we do not anticipate that any other matters will be raised at the Annual Meeting.
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PROPOSAL NO. 1 - | Election of the Director Nominees of the Board of Directors |
General
Our bylaws provide that the Board of Directors shall consist of not less than five or more than 15 members, as fixed by the Board of Directors from time to time. The Company's Board of Directors is currently composed of 12 members. Our certificate of incorporation divides the Board into three classes, with each class to be as nearly equal in number as possible. Each class will serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, nominees for directors in that class will be considered for election for three-year terms at the annual meeting of shareholders in the year in which the term of directors in that class expires.
During 2024, the Board of Directors increased its size by three directors. Under
Director Nominees of the Board of Directors
Based on the recommendation of the
The Board of Directors recommends a vote "FOR" each director nominee |
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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:
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Age |
Position with the Company |
First Year as |
Term will |
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60 | Director | 2000 | 2028 | ||||
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34 | COO, Corporate Secretary, and Director | 2023 | 2026 | ||||
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59 | Director | 2018 | 2027 | ||||
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62 | Vice Chair of the Board | 2024 | 2028 | ||||
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59 | Chairman of the Board | 2000 | 2028 | ||||
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65 | Director | 2000 | 2027 | ||||
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69 | Director | 2018 | 2028 | ||||
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65 | Director | 2015 | 2026 | ||||
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60 | President, CEO, and Director | 2024 | 2027 | ||||
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65 | Director | 2024 | 2027 | ||||
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65 | Director | 2024 | 2026 |
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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. |
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.
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distinguished as a
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CORPORATE GOVERNANCE |
Independence of Directors
Our Board of Directors determined that all directors, with the exception of
There are no familial relationships among our directors or executive officers.
Access to Corporate Governance Documents
Our Audit Committee, Compensation Committee, and
Committees of our Board of Directors
Our Board of Directors has an Audit Committee, a Compensation Committee, and a
Audit Committee
As of the Record Date, Messrs. Lyga, Hogan, Pulomena (Vice Chair), and Vanaria (Chair), and
Our Audit Committee held a total of eight meetings during the fiscal year ended
The Audit Committee is responsible for:
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Appointing, compensating and overseeing our independent registered public accounting firm ("independent auditors"), and overseeing the independent auditors' qualifications, performance and independence; |
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Overseeing the integrity of the Company's financial statement financial reporting process and reports; |
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Overseeing the Company's compliance with legal and regulatory requirements; |
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Overseeing the performance of the internal audit and independent loan review functions; and |
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Overseeing the system of internal controls. |
For additional information, see "Audit Committee Report" herein and the Audit Committee Charter, which is available as indicated under "Access to Corporate Governance Documents" above.
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assisting the Board in fulfilling its responsibilities relating to the compensation and benefits provided to the Company's executive management and Board of Directors;
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reviewing, evaluating and recommending various benefit plans and overall compensation; and
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administering our equity plans and other certain incentive compensation plans.
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director compensation and meeting fees.
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identifying qualified individuals to become Board members;
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determining the size and composition of the Board and its committees;
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monitoring a process to assess Board effectiveness;
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reviewing the continuation of each director being considered for
re-election;
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executive succession planning;
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developing and implementing the Company's corporate governance guidelines; and
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reviewing and assessing the adequacy of the Company's corporate governance documents.
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Process for Selection of Director Nominee Candidates
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integrity and character; |
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sound and independent judgment; |
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breadth of experience; |
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business acumen; |
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leadership skills; |
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banking or other financial services expertise; |
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skills beneficial to the Board committees; |
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familiarity with issues affecting businesses in diverse industries; and |
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diversity of backgrounds and experience. |
In addition to these requirements, the
Shareholders may recommend qualified persons for consideration by the
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Board Leadership Structure
The Board of Directors maintains a leadership structure that continues to separate the Chairman of the Board of Directors and the Chief Executive Officer roles. We believe that keeping separate the roles of the Chairman and the Chief Executive Officer is an effective means by which the Board of Directors is able to independently manage risk oversight.
The Board's Role in Risk Oversight
The Board oversees various risks potentially affecting the Company both directly and indirectly through its committees. The Company has in place a risk management program that, among other things, is designed to identify risks across the Company with input from each business unit and function. Material risks are identified and prioritized by management and its Asset Liability Management-Enterprise Risk Management ("ALCO") committee that is comprised of the full Board of Directors, and each prioritized risk is referred to the appropriate committee of the Board or the full
The Board is committed to safeguarding the Bank's operations, customers, and stakeholders against evolving cyber threats. Through active oversight by the IT Steering Committees, the Board ensures the implementation of a cybersecurity framework aligned with NIST Cybersecurity Framework 2.0 and the
Also, the Compensation Committee periodically reviews its compensation programs to ensure they do not encourage excessive risk-taking. Senior members of management from across business units and programmatic and functional disciplines within the Company make up an ALCO-Enterprise Risk Management Committee, which meets at least quarterly to identify significant risks to us, coordinate information sharing and mitigation efforts for all types of risks, sometimes working with outside advisors. We also have mandatory training of our workforce around our policies, including our Code of Business Conduct and Ethics.
Charters of the Committees of the Board of Directors
The Audit Committee, Compensation Committee, and
Director Attendance at Board, Committee and Annual Meetings
Our Corporate Governance Guidelines provide that directors are expected to attend meetings of the Board of Directors and meetings of the committees on which they serve. Unless there are mitigating circumstances (such as medical or family emergencies), any Board member who attends less than 80% of the aggregate Board and assigned committee meetings in any calendar year will not be nominated for re-election.During fiscal year 2024, the Board of Directors met a total of 14 times. Except for
Executive Sessions of Non-ManagementDirectors
The Board has established a policy requiring non-managementdirectors to meet in executive session periodically during the course of each year.
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Communications with the Board of Directors
Shareholders and other interested parties, who desire to communicate directly with any member (or all members) of the Board, any Board committee or any chair of any such committee, should submit such communication in writing addressed to the "Chairman of the Board of Directors" or "Non-ManagementDirectors," at the Company, 595
Shareholders, employees, and other interested parties who desire to express a concerelating to accounting or auditing matters should communicate directly with our Audit Committee in writing addressed to the "Audit Committee Chair" at the Company, 595
Code of Business Conduct and Ethics
The Board has adopted a Code of Business Conduct and Ethics that is applicable to our Chief Executive Officer, Chief Financial Officer, and Controller, as well as our other officers, directors, employees and contractors of the Company. The Company's Code of Business Conduct and Ethics has been filed as an exhibit to the Company's Annual Report on Form 10-K.Any amendment to, or waiver from, this Code for such officers will be disclosed on a Current Report on Form 8-Kfiled with the
The Company's long-term growth and success depends on its ability to attract, develop, and retain a high-performing and diverse workforce. The Company strives to provide a work environment that promotes collaboration, productivity, and employee engagement, which in tudrives both employee and customer success, as well as benefits the communities in which the Company does business.
The Company's Board of Directors and executive team oversee the strategic management of the Company's human capital resources, and the Company's
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Employee profile.As of |
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Total Rewards. As part of the Company's compensation philosophy, market competitive programs are maintained for employees to attract and retain superior talent. In addition to competitive base wages, additional programs include annual bonus compensation opportunities, a Company-matched 401(k) plan, health and welfare benefits, flexible spending accounts, paid time off, family leave, and employee assistance programs. Some employees also receive grants of equity awards in the Company's stock. In addition, the Company promotes health and wellness by encouraging work-life balance and offering flexible work schedules. |
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Talent and Promoting Inclusion.A core tenet of the Company's talent philosophy is to both develop talent from within and supplement it with external hires. Whenever possible, the Company seeks to fill positions by promotion and transfer from within the organization. The Company's talent acquisition team uses internal and external resources to recruit highly skilled and talented candidates; employee referrals are also encouraged. |
The Company is dedicated to recruitment and career development practices that support its employees and promotes diversity in its workforce at all levels of the Company. The Company is committed to having a workforce that reflects the communities in which it serves. Partnerships are in place with several sources to assist in attracting diverse talent from a broad population, including the
Following a multi-pronged recruiting strategy, which includes sourcing diverse candidate pools, new hires participate in an onboarding program which includes an introduction to the Company's culture, policies, and procedures. Retention strategies include espousing a culture that inspires loyalty and trust through ongoing communication of strategic initiatives, in addition
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to the benefits mentioned above under Total Rewards. The Company's leadership development programs and opportunities offered through the Company's continuing education program help ensure that motivated individuals have the opportunity for continuous improvement. Employees each maintain a professional development action plan and participate in regular evaluation and growth opportunities. This approach has yielded loyalty and commitment from employees which in tugrows the business, products, and customers. This approach has also added new employees and ideas, which support a continuous improvement mindset and the goals of a diverse and inclusive workforce.
The Company strives to promote inclusion through defined Company values and behaviors. With the support from the Board of Directors, the Company continues to explore additional diversity, equity, inclusion, and belonging efforts through multiple approaches to inclusion. The Company is focused on sourcing and hiring with fair and equitable approaches, creating an environment where all employees can develop and thrive.
NON-EMPLOYEEDIRECTOR COMPENSATION |
We believe that the amounts and form of compensation and the methods used to determine compensation of our non-employeedirectors are important in (i) attracting and retaining directors who are independent, interested, diligent, and actively involved in overseeing the Company's affairs and (ii) more substantially aligning the interests of our non-employeedirectors with the interests of our shareholders.
As we describe beginning on page 21, for fiscal year 2024 our Compensation Committee retained the services of Meridian as an independent compensation consultant to the Compensation Committee, to provide competitive data and make recommendations on the compensation of our named executive officers, as well as to assist the Compensation Committee in evaluating the compensation of our non-employeedirectors. The Compensation Committee considers this information, including the applicable peer group data, and ultimately recommends any changes to the non-employeedirector compensation program to our
Cash Compensation
The cash elements of the non-employeedirector compensation program for fiscal year 2024, which the Compensation Committee recommended, and the Board approved, were as follows:
∎ Annual retainer (Bank): |
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∎ Annual retainer (Company): |
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∎ Non-ExecutiveChair: |
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∎ Committee meetings: |
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Members of the Company's |
Equity Compensation
For fiscal year 2024, non-employeedirectors did not receive any award of restricted stock or stock options.
We make all equity awards to non-employeedirectors under our shareholder-approved equity incentive plan, which we describe on page 24. With respect to awards of restricted stock, as required under their respective award agreements, we credit directors with any dividends attributable to such stock.
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Director Deferred Compensation Plan
Under the Company's Executive and Director Deferred Compensation Plan, which we refer to as the "2023 Deferred Plan," each non-employeedirector may defer receipt of all or a portion of any cash fees that are payable to the director for service on the Board. The 2023 Deferred Plan was originally effective on
The 2023 Deferred Plan is a nonqualified deferred compensation plan designed to comply with the requirements of Section 409A of the Internal Revenue Code. Pursuant to the 2023 Deferred Plan, a participant may elect to defer, on a pre-taxbasis, receipt of all or any portion of fees and retainers received for his or her service on the Board of Directors and on committees of the Board of Directors, but only to the extent such amounts are attributable to services not yet performed. The Bank credits the deferred amounts to a bookkeeping account.
The Bank may, but is not required to, make matching or discretionary contributions on behalf of participants. Any such matching or discretionary contribution will vest after the participant completes three years of service with the Bank, except that participants will automatically become 100% vested in their matching or discretionary contributions upon a change in control. Notwithstanding the foregoing, if the participant engages in injurious conduct (as defined in the 2023 Deferred Plan), all matching or discretionary contributions (whether vested or not) shall be forfeited.
A participant may elect to allocate the deferred amounts into an investment account and select among various investment options upon which the rate of retuof the deferred amounts will be based. The participants' investment accounts are adjusted periodically to reflect the deemed gains and losses attributable to the deferred amounts. The investment options available may (but are not required to) include a stock unit investment account under which amounts are deemed invested in a number of notional shares of our common stock and at distribution such amounts are payable in shares of our common stock.
Deferred amounts will be paid out on the participant's benefit age as designated in his or her deferral election form or upon the participant's death, disability or separation from service, if such date is earlier than his or her designated benefit age. Distributions may also be made earlier than the participant's designated benefit age if the distribution is necessary to satisfy a financial hardship, as defined under Section 409A of the Internal Revenue Code. At the election of the participant, the distribution may be paid out in a lump sum or in equal annual installments over a period not to exceed ten years.
The Bank may establish a "rabbi trust" to which the Bank may deposit such deferrals and earnings, but the rights of all participants to any deferred amounts represent the Bank's unsecured promise to pay and the deferred amounts remain subject to the claims of the Bank's creditors.
Hedging and Pledging Prohibition
As with our employees, we do not permit our non-employeedirectors to hedge their economic exposures to our common stock that they own by engaging in transactions involving puts, calls, or other derivative securities, zero-costcollars, forward sales contracts, or buying on margin or pledging shares as collateral for a loan.
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NON-EMPLOYEEDIRECTOR COMPENSATION FOR FISCAL YEAR 2024 |
The table set forth below summarizes the compensation that we paid to our non-employeedirectors for the fiscal year ended
Fees Earned Paid in Cash |
Stock Awards (1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other ($) |
Total | ||||||||||
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- | - | - | |||||||||||
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- | - | - | |||||||||||
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- | - | - | |||||||||||
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- | - | - | |||||||||||
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As of |
Unvested Restricted Stock Under the Equity Incentive Plan |
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4,350 | |
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4,350 | |
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4,350 | |
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4,350 | |
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4,350 | |
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4,350 | |
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4,350 | |
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4,350 | |
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(2) |
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(3) |
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(4) |
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(5) |
Reflects the aggregate change in the actuarial present value of |
(6) |
Reflects the Company's interest and other contributions paid to |
(7) |
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(8) |
For |
(9) |
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(10) |
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PROPOSAL NO. 2 -Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors of the Company has appointed
The Board of Directors recommends a vote "FOR" the ratification of the appointment of |
AUDIT COMMITTEE REPORT |
Background
The members of the Audit Committee are Messrs. Lyga, Hogan, Pulomena (Vice Chair), and Vanaria (Chair) and
Responsibility
Management is responsible for the preparation of financial statements and the integrity of the reporting process, including the system of internal and disclosure controls.
The independent auditors are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles in
The primary responsibilities of the Audit Committee are to select, engage, and compensate our independent auditors and to oversee the financial reporting process on behalf of the Board. It is not the duty of the Audit Committee to prepare financial statements and related disclosures. It is also not the duty of the Audit Committee to plan or conduct audits, or to determine that our financial statements are complete and accurate and in accordance with generally accepted accounting principles in
Process and Recommendation
In fulfilling its responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the fiscal year ended
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The Audit Committee also discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles, the matters required to be discussed by the standards of the
The Audit Committee also reviewed and discussed, together with management and the independent auditor, the Company's audited consolidated financial statements for the fiscal year ended
Based on the process referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-Kfor the fiscal year ended
Fees of Independent Auditors
The following table sets forth the aggregate fees for the fiscal years ended
Year Ended | ||||||||
Description of Fees | ||||||||
Audit Fees, including fees associated with the annual audit of the Company, the reviews of the Company's quarterly reports on Form 10-Q,and services that are normally provided in connection with statutory and regulatory filings and engagements |
$ | 400,500 | $ | 375,000 | ||||
Audit-Related Fees, including assurance and related services that are reasonably related to the performance of the audit and review of the financial statements and that are not already reported in "Audit Fees" above |
$ | 26,000 | $ | 20,000 | ||||
Tax Fees, including fees associated with income tax compliance, advice and planning |
$ | - | $ | - | ||||
All Other Fees |
$ | 3,878 | 1 | $ | - | |||
Total |
$ | 430,378 | $ | 395,000 |
1 All Other Fees consist of the aggregate fees billed for products and services provided by
The Audit Committee considered whether the provision of non-auditservices by our independent registered public accounting firm for the fiscal year ended
Audit Committee Pre-Approvalof Audit and Permissible Non-AuditServices by Independent Auditors
The Audit Committee pre-approvesall audit and permissible non-auditservices provided by the independent auditors. These services may include audit services, audit-related services, tax services, and other services. The Audit Committee has adopted a policy for the pre-approvalof services provided by the independent auditors. Under the policy, pre-approvalis generally provided for up to one year and any pre-approvalis detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may also pre-approveparticular services on a case-by-casebasis. For each proposed service, the Audit Committee has received detailed information sufficient to enable the Audit Committee to pre-approveand evaluate such service. The Audit Committee has delegated pre-approvalauthority to the Chair of the Committee to pre-approveup to
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Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2025
The Audit Committee has appointed
Audit Committee |
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EXECUTIVE OFFICERS |
Our current executive officers, except for
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NAMED EXECUTIVE OFFICER COMPENSATION |
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) includes a description of the compensation provided in fiscal year 2024 to our named executive officers. Additionally, this CD&A describes the Company's executive compensation philosophy, guidelines and programs, and the material factors affecting the Company's decisions regarding the compensation of its senior executives. The Named Executive Officers for the fiscal year 2024 are:
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President & Chief Executive Officer |
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Executive Vice President and Chief Operating Officer |
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Executive Vice President and Chief Financial Officer |
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Executive Vice President and Chief Loan Officer |
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Executive Vice President and Chief Compliance Officer |
Fiscal Year 2024 Performance
The Company's net income decreased by
Net interest margin was 2.55 percent for the twelve months of 2024, compared to 2.85 percent for the twelve months of 2023. During the twelve months of 2024, the Company recognized
Non-interestincome decreased by
Fiscal Year 2024 Compensation Actions
The compensation programs in which our named executive officers participate are designed to drive our financial results, align with our business strategy, and create long-term value for our shareholders. In 2024, the Compensation Committee reviewed Say-on-Payresults and proxy advisor commentary, and made several changes to our compensation programs, practices and policies after thorough deliberations throughout the year. The following concerns regarding our compensation programs were addressed in the following manner.
• |
Single trigger cash severance provision. Effective |
• |
Preset performance criteria. The Compensation Committee recognizes that shareholders prefer incentive compensation to be linked to objective performance criteria. In 2023 and 2024, the Company adopted and adjusted incentive compensation programs that reinforce our pay for performance culture: |
○ |
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-definedfinancial targets for the applicable year and a qualitative assessment of individual performance. |
19
○ |
For 2024, Pre-ProvisionNet Revenue ("PPNR"), |
Results of 2024 Advisory Vote on Executive Compensation-Say-on-Pay
At our annual meeting of shareholders held on
At our 2025 Annual Meeting, shareholders will have the opportunity to cast an advisory say-on-payvote regarding the compensation of our named executive officers as discussed further in Proposal No. 3 beginning on page 44.
Compensation Policies and Practices
Our executive compensation program is grounded in the following policies and practices, which promote sound compensation governance, enhance our pay-for-performance philosophyand further align our executives' interests with those of our stockholders:
We employ the following practices:
◾ |
Use an annual incentive program with defined metrics and a formulaic approach, with flexibility for the Committee to use discretion where prudent; |
◾ |
Engage an independent compensation consultant; |
◾ |
Benchmark compensation to remain competitive and employ market-based practices; |
◾ |
Require our named executive officers to be subject to a clawback policy designed to recoup excess compensation paid to executive officers in the event of an accounting restatement; |
◾ |
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; |
◾ |
Adopt administration procedures to ensure equity awards comply with legal, regulatory, and accounting requirements; |
◾ |
Require shareholder approval in the repricing of underwater stock options; |
◾ |
Limit perquisites; |
◾ |
Do not provide excise or tax gross-ups inour employment or change in control agreements; |
◾ |
Prohibit hedging and pledging of our stock. |
Compensation Philosophy and Objectives
Our compensation objectives begin with the premise that our success depends, in large part, on the dedication and commitment of the people we place in key management positions, and the incentives we provide our employees to successfully implement our business strategy and other corporate objectives. We seek to retain, motivate, and reward our Named Executive Officers while maintaining an appropriate emphasis on pay-for performancealignment.
20
We believe that we can achieve the objectives of our compensation philosophy by implementing a compensation program that is competitive with our industry peers and creates appropriate incentives for our management team. Our compensation philosophy is based on four basic principles:
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
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
|
|
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
21
Elements of Compensation
Compensation Element |
Purpose |
|
Base Salary |
• Provides a fixed amount of compensation to recognize the duties, responsibilities, and scope of influence of the executive's role. The level of base salary also takes into consideration the executive's experience, skills, and performance. |
|
Annual Incentive Program |
• Rewards the achievement of annual goals for financial performance, as well as key annual individual goals that strengthen the business and position the Company for long-term success. |
|
Long-Term Incentives |
• Rewards long-term performance through increases in share appreciation and aligns executives with shareholder interests. |
|
Other Compensation |
• Named Executive Officers participate in the benefit and retirement programs generally available to all full-time Company employees. The Named Executive Officers also have the ability to participate in the Company's deferred compensation program. These benefits are with the purpose of providing health, welfare and financial stability. |
|
• Perquisites are generally limited to those that assist our Named Executive Officers in conducting their business duties productively. |
||
• Employment agreements and other separation benefits are provided to ensure that executives act in the best interest of the Company regardless of future employment status. |
2024 Compensation Elements and Decisions
The Company does not use a specific percentile positioning in determining pay levels. Rather, the Compensation Committee bases the Named Executive Officers' compensation opportunities using the following principles:
• |
Experience in the financial services industry that promotes the safe and sound operation of the Company and the Bank; |
• |
Experience and prior performance of our executives in successfully implementing and completing strategic goals; |
• |
Experience in all aspects of risk management; |
• |
Experience in our markets relating to the needs of our customers, products, and investments in various phases of the economic cycle; |
• |
Disciplined decision-making that respects our strategic plan but adapts quickly to change; |
• |
The retention and development of incumbent executives who meet, or exceed, performance objectives, since recruiting executives can be expensive, unpredictable, and may have a disruptive effect on our operations; |
• |
The compensation and employment practices of our competitors within the financial services industry and elsewhere in the marketplace; and |
• |
Each executive's individual performance and contribution in helping us achieve our corporate goals. |
22
The components of executive compensation are as follows:
Base Salary
Based on the executive compensation analysis and the principles described above, the Compensation Committee adjusted base salaries to the following in 2024:
2023 | 2024 | % Change | ||||
Michael A. Shriner |
$ - (1) | -% | ||||
Ryan Blake |
-% | |||||
Jawad Chaudhry |
21.4% | |||||
David |
-% | |||||
Sandra Sievewright |
39.5% |
(1)
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-ProvisionNet Revenue, the Total Risk-Based Capital Ratio, the Non-PerformingAssets to Total Loans Ratio, and the Net Interest Margin, with a total award weighting of 50%. Each performance goal held an individual sub-weightof 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:
The incentive opportunities for the Named Executive Officers were the following as a percentage of base salary: 50% for
The Compensation Committee conducted a qualitative assessment of the Named Executive Officers' performance.
Executive | Base Salary ($) |
Payout at Target ($) |
Payout at Target (%) |
Actual Payout Earned ($) |
% of Base Salary |
|||||
|
50% | 22.5% | ||||||||
|
45% | 20.3% | ||||||||
|
45% | 20.3% | ||||||||
|
30% | - | - | |||||||
|
30% | 13.5% |
23
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
Deferred Compensation Plan
We maintain a deferred compensation plan originally effective on
The Bank may, but is not required to, make matching or discretionary contributions on behalf of participants. Any such matching or discretionary contribution will vest after the participant completes three years of service with the Bank, except that participants will automatically become 100% vested in their matching or discretionary contributions upon a change in control. Notwithstanding the foregoing, if the participant engages in injurious conduct (as defined in the 2023 Deferred Plan), all matching or discretionary contributions (whether vested or not) shall be forfeited.
A participant may elect to allocate the deferred amounts into an investment account and select among various investment options upon which the rate of retuof the deferred amounts will be based. The participants' investment accounts are adjusted periodically to reflect the deemed gains and losses attributable to the deferred amounts. The investment options available may (but are not required to) include a stock unit investment account under which amounts are deemed invested in a number of notional shares of our common stock and at distribution such amounts are payable in shares of our common stock.
Deferred amounts will be paid out on the participant's benefit age as designated in his or her deferral election form or upon the participant's death, disability or separation from service, if such date is earlier than his or her designated benefit age. Distributions may also be made earlier than the participant's designated benefit age if the distribution is necessary to satisfy a financial hardship, as defined under Section 409A of the Internal Revenue Code. At the election of the participant, the distribution may be paid out in a lump sum or in equal annual installments over a period not to exceed ten years.
The Bank may establish a "rabbi trust" to which the Bank may deposit such deferrals and earnings, but the rights of all participants to any deferred amounts represent the Bank's unsecured promise to pay and the deferred amounts remain subject to the claims of the Bank's creditors.
Currently, none of our named executive officers participate in the 2023 Deferred Plan.
Employment and Related Agreements
We maintain employment agreements with Messrs. Blake, Chaudhry, Shriner, and
We describe these agreements under the heading "Employment Agreements." We describe the termination and change-in-controlprovisions of these agreements and their equity award agreements under the heading "Potential Payments Upon Termination or Change-In-Control."
24
Employee Benefits
We generally offer all our eligible employees, including the named executive officers, core employee benefits coverage. The benefits include medical and dental coverage, short-term disability insurance, and life insurance. All eligible non-unionized
Each of our employees, including the named executive officers, partially bears the cost of certain employee benefits.
We do not cover our named executive officers under any defined benefit pension plan.
Perquisites
We provide limited perquisites and personal benefits to our named executive officers, including a vehicle stipend. The Compensation Committee has determined that each of these benefits has a valid business purpose. You can find information about these perquisites in the footnotes to the Summary Compensation Table.
Other Matters
Risk Management
The Compensation Committee believes that any risks arising from our compensation policies and practices for all of our employees, including our Named Executive Officers, are not reasonably likely to have a material adverse effect on the Company or the Bank. In addition, the Compensation Committee believes that the mix and design of the elements of our compensation program will encourage our Named Executive Officers to act in a manner that is focused on the long-term valuation of the Company and the Bank.
The Compensation Committee reviews our compensation program to ensure that controls are in place so that our employees are not presented with opportunities to take unnecessary and excessive risks that could threaten the Company and the Bank. The Compensation Committee utilized both company-wide and individual performance objectives in our AIP for our Named Executive Officers. The performance objectives selected are customary performance metrics for financial institutions in our peer group. In addition, because the Compensation Committee evaluates company-wide performance objectives as a trend of performance, the long-term financial performance of the Company and the Bank is in correlation with any annual incentive payments awarded to our Named Executive Officers.
By granting equity awards under the Company's equity incentive plans, the Compensation Committee has attempted to place more of our common stock into the hands of our employees in an effort to align their interests with those of our shareholders, which should contribute to long-term shareholder value and decrease the likelihood that our employees would take excessive risks.
Clawback Policy
We maintain a clawback policy applicable to each of our executive officers who are subject to Section 16 of the Securities Exchange of 1934, including each of our named executive officers. Pursuant to this policy, in the event of any restatement of our financial statements, our Audit Committee may require reimbursement or forfeiture of any excess payment from any cash or equity-based compensation awarded to or realized by, such executive officer following the adoption of, and subject to, this policy in the event that (i) our financial statements are required to be restated as a result of material non-compliancewith any financial reporting requirements under the federal securities laws (other than a restatement due to a change in financial accounting rules), (ii) as a result of such restatement, a financial reporting measure that was in whole or in part a factor in determining the amount of such bonus, incentive or equity compensation previously earned by such officer, is restated, and (iii) our Audit Committee determines, in its discretion, that a lower amount of bonus, incentive or equity compensation would have been paid to such officer based upon the restated financial results.
Hedging and Pledging Prohibition
No employee (including Named Executive Officers) or non-employee directorsof the Company may engage in short sales of our securities, purchases or sales of puts, calls or other derivative securities based on our securities, or purchases of financial instruments that are designed to hedge or offset any decrease in the market value of our securities. We also prohibit employees and non-employee directorsfrom pledging or otherwise encumbering our equity securities as collateral for indebtedness, including holding shares in a margin or similar account that would subject our equity securities to margin calls.
25
Accounting and Tax Considerations
Tax Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986 (the "Code") disallows a tax deduction to public companies for compensation paid in excess of
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
The Company follows Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"), for our stock-based compensation awards. ASC 718 requires companies to measure the compensation expense for all share-based payment awards made to employees based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.
COMPENSATION COMMITTEE REPORT |
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis found on pages 19 to 26. The Compensation Committee is satisfied that the Compensation Discussion and Analysis fairly and completely represents the philosophy, intent, and actions of the Compensation Committee with regard to executive compensation. We recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-Kfor the fiscal year ended
Compensation Committee | ||||
26
SUMMARY COMPENSATION TABLE |
The following table summarizes the compensation earned in fiscal years 2022, 2023, and 2024, by our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers. We collectively refer to these individuals as the "Named Executive Officers."
Principal Position |
Year | Salary ($) | Bonus ($) (1) |
Restricted Stock Awards ($) (2) |
All Other Compensation (3) ($) |
Total | ||||||||||||
|
2024 | 675,000 | 151,921 | - | 33,570 | 860,491 | ||||||||||||
President & CEO |
2023 | - | - | - | - | - | ||||||||||||
2022 | - | - | - | - | - | |||||||||||||
|
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 | |||||||||||||
|
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 | |||||||||||||
|
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 | |||||||||||||
|
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 |
(1) |
Represents the cash bonus earned by the named executive officer during the fiscal year covered but determined during the following fiscal year. |
(2) |
Represents the grant date fair value of restricted stock received under the Company's 2018 Equity Incentive Plan. The grant date fair value has been computed in accordance with the stock-based compensation accounting rules (FASB ASC Topic 718). The grant date fair assumptions used in calculating the award values may be found in the Company's consolidated financial statements set forth in the Company's Annual Report on Form 10-Kfor the year ended |
(3) |
The amounts in this column reflect what the Company paid for, or reimbursed, the applicable Named Executive Officer for the various benefits and perquisites received. A breakdown of the various elements of compensation in this column for the years ended |
(4) |
|
(5) |
|
27
The amounts in the table below reflect a breakdown of the various elements of all other compensation for each year in the three-year period ended
|
Year |
Employer to 401(k) Plan |
Life ($) |
Board ($) |
Car ($) |
Total All Other Compensation ($) |
||||||
|
2024 | - | 9,570 | - | 24,000 | 33,570 | ||||||
2023 | - | - | - | - | - | |||||||
2022 | - | - | - | - | - | |||||||
|
2024 | 10,350 | 1,392 | - | 20,500 | 32,242 | ||||||
2023 | 9,900 | 2,730 | 10,000 | 24,000 | 46,630 | |||||||
2022 | 9,150 | 1,877 | - | 24,000 | 35,027 | |||||||
|
2024 | 12,800 | 1,140 | - | 15,500 | 29,440 | ||||||
2023 | - | 1,177 | - | 3,000 | 4,177 | |||||||
2022 | - | - | - | - | - | |||||||
|
2024 | 1,917 | 7,524 | - | 6,000 | 15,441 | ||||||
2023 | - | 1,896 | - | 6,000 | 7,896 | |||||||
2022 | - | 1,459 | - | 6,000 | 7,459 | |||||||
|
2024 | 9,375 | 7,524 | - | - | 16,899 | ||||||
2023 | 8,851 | 534 | - | - | 9,385 | |||||||
2022 | 6,262 | 348 | - | - | 6,610 |
28
Employment Agreements
Employment Agreement with
On
In the event of the involuntary termination of his employment by the Bank prior to a change in control of the Company or the Bank for reasons other than cause, disability or death,
The employment agreement provides that for a period of one year following his separation from service,
Employment Agreement with
On
The agreement provides
Under his agreement, in the event of involuntary termination of employment prior to a change in control of the Company or the Bank for reasons other than cause, disability or death, the executive will receive a cash lump sum payment equal to his base salary through the remaining term of the agreement, or six months of base salary, whichever is greater. In addition, the executive will receive continued life insurance coverage and non-taxablemedical and dental insurance coverage under the same terms and conditions that exist immediately prior to the executive's termination, which will cease upon the earlier of (A) the later of one (1) calendar year or the end of the term of the agreement; (B) the date on which substantially comparable coverage is made available to him through subsequent employment; or (C) the date the executive becomes eligible for Medicare coverage.
29
If within two years after the occurrence of a change in control of the Company or the Bank, the executive's employment is terminated by the Bank (or its successor) without cause or the executive voluntarily terminates for Good Reason, the executive will receive a lump sum payment equal to (i) three times his annual base salary at the time of a change in control, plus (ii) an amount equal to his bonus received in the prior year. This payment will be paid within thirty days following the date of the termination of employment. The change in control payments would be reduced to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code.
Except in the case of a separation from service following a change in control, the employment agreement provides that for a period of one year following his separation from service,
Employment Agreement with
Under
If within two years after the occurrence of a change in control of the Company or the Bank,
Except in the case of a separation from service following a change in control,
Employment Agreement with
The employment agreement with
Under her agreement, the agreement will automatically renew for an additional 12 calendar months unless the Bank or the executive provides written notice of termination of the agreements no less than 90 days prior to the expiration of the term. The current term expires on
30
The agreement provides
Under her agreement, in the event of involuntary termination of employment prior to a change in control of the Company or the Bank for reasons other than cause, disability or death, the executive will receive a cash lump sum payment equal to her base salary through the remaining term of the agreement, or six months of base salary, whichever is greater. In addition, the executive will receive continued life insurance coverage and non-taxablemedical and dental insurance coverage under the same terms and conditions that exist immediately prior to the executive's termination, which will cease upon the earlier of (A) the later of one (1) calendar year or the end of the term of the agreement; (B) the date on which substantially comparable coverage is made available to him through subsequent employment; or (C) the date the executive becomes eligible for Medicare coverage.
Except in the case of a separation from service following a change in control, her employment agreement provides that for a period of one year following her separation from service, the executive will not (i) cause any employee of the Bank to terminate his or her employment and accept employment or become affiliated with any business whatsoever which competes with the business of the Bank, or (ii) cause any customer of the Bank to terminate an existing business or commercial relationship with the Bank.
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 2024 |
The following tables set forth information regarding non-equityincentive plan awards and restricted stock awards to the NEOs during the Company's fiscal year ended
Grant Date | All Other Stock Awards: Number of Shares of stock or units (#)(1) |
Grant Date Fair Value of Stock and Option Awards ( |
||||
|
30,000 | |||||
|
20,000 |
(1) Reflects the number of shares of restricted stock awarded as long-term incentive compensation. We describe these awards in the section entitled "Compensation Discussion and Analysis - Long-Term Incentives." (2) We calculated these amounts using the provisions of ASC Topic 718. Amounts represent the aggregate grant date fair value of the applicable awards. See Note 16. "Stock-Based Compensation" to our consolidated financial statements set forth in our Annual Report on Form 10-Kfor the fiscal year ended |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
||||||||
Threshold ($) |
Target ($) |
Maximum ($) |
|
|||||
|
||||||||
|
||||||||
|
||||||||
|
||||||||
|
(1) Amounts shown represent the range of potential payouts for fiscal year 2024 performance under the AIP. The performance period for the non-equityawards was
31
OUTSTANDING EQUITY AWARDS AS OF |
The following table sets forth the outstanding equity awards held by our named executive officers at the end of the 2024 fiscal year.
Option Awards | Stock Awards | |||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable |
Number of Securities Underlying Unexercised Options Unexercisable (1) |
Option Exercise Price ($ per share) |
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) |
||||||||
Ryan Blake |
1,230 | 820 | 13.68 | - | - | |||||||||
Jawad Chaudhry |
- | - | - | - | 50,000 | |||||||||
Sandra Sievewright |
2,500 | - | 10.55 | - | - | |||||||||
12,500 | - | 12.40 | - | - |
(1) |
The stock options granted to |
(2) |
Amounts shown represent time-based restricted stock awards granted in 2024. 30,000 shares vest at the rate of 50% per year and 20,000 shares vest at a rate of 33% per year. |
(3) |
Amounts shown are based on the fair market value of the Company common stock on |
OPTIONS EXERCISED AND STOCK VESTED DURING FISCAL YEAR 2024 |
The following table sets forth the number of shares acquired upon exercising options and the vesting of stock awards by our named executive officers during fiscal year 2024.
Option Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise |
Value Realized on Exercise |
Number of Shares Acquired on Vesting (1) |
Value Realized on Vesting (2) |
||||
Michael A. Shriner |
- | - | - | - | ||||
Ryan Blake |
- | - | 25,252 | |||||
Jawad Chaudhry |
- | - | - | - | ||||
David |
- | - | - | - | ||||
Sandra Sievewright |
- | - | - | - |
(1) |
The awards granted to |
(2) |
Computed using the closing price of the Company's common stock of |
32
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
As we describe above, each of Messrs. Shriner, Blake, and Chaudhry, and
If a Change in Control occurs, as defined below, and within one year after the change in control,
If we were to terminate the employment of Messrs. Blake, and Chaudhry without cause, as defined below, or if such executive were to resign for good reason, as defined below, during the 24-monthperiod after a change in control, we would be obligated to pay to the terminating executive the following:
∎ |
For |
∎ |
For |
If we were to terminate the employment of
With respect to these employment agreements:
"Cause" means, any of the following:
(1) a material act of fraud or dishonesty in performing Executive's duties on behalf of the Bank;
(2) willful misconduct that, in the judgment of the Board, will likely cause material economic damage to the Bank or injury to the business reputation of the Bank;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the commercial banking industry);
(4) breach of fiduciary duty;
(5) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board, except in the case of
(6) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a regulatory order;
(7) material breach of any provision of this Agreement; or,
(8) willful engagement in conduct which constitutes a violation of the established written policies or procedures of the bank regarding the conduct of its employees.
"Good reason" means any of the following:
∎ |
a material diminution in Executive's Base Salary; |
∎ |
a material diminution of the executive's position, duties, or responsibilities; |
∎ |
a material change in the geographic location at which Executive must perform his duties; or |
33
∎ |
a material breach of our obligations under the agreement. |
"Change in Control" means any of the following:
(i) MERGER: The Company or the Bank merges into or consolidates with another corporation, or merges another corporation into the Company or the Bank, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;
(ii) ACQUISITION OF SIGNIFICANT SHARE OWNERSHIP: There is filed or required to be filed a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(D) or 14(D) of the Securities Exchange Act of 1934, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company's voting securities; or
(iii) SALE OF ASSETS: The Company sells to a third party all or substantially all of its assets.
Each of the named executive officer's employment agreements provides that if any amounts payable under such agreements, when taken together with payments and benefits provided to the executive under any other plans, contracts, or arrangements with us, are subject to any excise tax imposed under Code Section 4999, then such amounts will be reduced to the extent necessary so that no portion of such payments will be subject to the excise tax.
In the event of the death or termination for disability of a named executive officer or a Change in Control, all outstanding unvested equity awards of such named executive officer become vested.
Potential Payments Table
The table below reflects the incremental amount of compensation payable to our named executive officers under various termination and change in control scenarios. The amounts shown below assume that such hypothetical termination or change in control is effective as of
Termination for Death or Disability |
Involuntary Termination for Cause |
Involuntary Termination Without Cause (1) |
Voluntary Termination for Good Reason |
Post-Change in Control Involuntary Termination without Cause |
Post-Change in Control Voluntary Termination for Good Reason (1) |
|||||||||
|
Severance | - | - | - | ||||||||||
Welfare benefits continuation(2) | - | - | - | - | - | - | ||||||||
Value of accelerated stock options(3) | - | - | - | - | - | - | ||||||||
Value of accelerated restricted stock units(3) | - | - | - | - | - | - | ||||||||
Potential Excise Tax Cut-Back | - | - | - | - | - | - | ||||||||
Total | - | - | - | |||||||||||
|
Severance | - | - | - | ||||||||||
Welfare benefits continuation(2) | - | - | ||||||||||||
Value of accelerated stock options(3) | - | - | - | - | - | - | ||||||||
Value of accelerated restricted stock units(3) | - | - | - | - | - | - | ||||||||
Potential Excise Tax Cut-Back | - | - | - | - | - | - | ||||||||
Total | - | - | ||||||||||||
|
Severance | - | - | - | ||||||||||
Benefit continuation | - | - | ||||||||||||
Value of accelerated stock options(3) | - | - | - | - | - | - | ||||||||
Value of accelerated restricted stock units(3) | - | - | - | - | ||||||||||
Potential Excise Tax Cut-Back | - | - | - | - | ( |
( |
||||||||
Total | - | - | ||||||||||||
|
Severance | - | - | |||||||||||
Benefit continuation | - | - | ||||||||||||
Value of accelerated stock options(3) | - | - | - | - | - | - | ||||||||
Value of accelerated restricted stock units(3) | - | - | - | - | - | - | ||||||||
Potential Excise Tax Cut-Back | - | - | - | - | - | - | ||||||||
Total | - | - |
(1) |
For the severance payment calculation, and the time and form of such payment, see "Employment Agreements." |
34
(2) |
Present value of welfare benefits continuation. Assumes no increase in the cost of welfare benefits. |
(3) |
Value based on the closing price of our common stock on |
2024 CEO PAY RATIO |
As required by applicable
∎ The median of the annual total compensation of all our employees (other than our CEO) ∎ The annual total compensation of our CEO, as reported in the Summary Compensation Based on this information for fiscal year 2024, the ratio of the annual total compensation of our |
Methodology
We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO. Under applicable
∎ |
As of |
∎ |
To identify the "median employee" from our employee population, we used the amount of "gross wages" for the identified employees as reflected in our payroll records for the 12-monthperiod beginning |
∎ |
For the annual total compensation of our median employee, we identified and calculated the elements of that employee's compensation for fiscal year 2024 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of |
∎ |
For the annual total compensation of our CEO, we used the amount reported in the "Total" column of our 2024 Summary Compensation Table on page 27. |
The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with
35
PAY VERSUS PERFORMANCE
|
and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
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
($)
|
Average
Compensation Actually Paid to Non-PEO
NEOs ($)
|
Value of Initial Fixed
Based on: 4
|
|||||||||||
TSR
($) |
TSR
($) |
Net
Income ($ Millions) |
PPNR
5
($)
|
|||||||||||||
(a)
|
(b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||
2024
|
860,491 | 860,491 | 550,912 | 676,062 | 109 | 144 | 18,623 | 92,021 | ||||||||
2023
|
984,444 | 984,439 | 445,548 | 495,768 | 112 | 107 | 29,483 | 104,062 | ||||||||
2022
|
1,615,316 | 1,593,934 | 483,328 | 544,443 | 149 | 98 | 45,579 | 113,945 | ||||||||
2021
|
1,270,996 | 1,272,253 | 325,798 | 340,863 | 124 | 119 | 34,240 | 97,393 |
1. |
Michael A Shriner was our PEO for 2024.
the non-PEO
NEOs for each fiscal year are listed below. |
2021
|
2022
|
2023
|
2024
|
|||
2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of
Regulation S-K and
do not reflect 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and
the non-PEO NEOs
as set forth below. Equity Awards
column are the totals from |
Summary Compensation
Table Total
for PEO
($) |
Exclusion of Stock
Awards and Option Awards for PEO
($) |
Inclusion of Equity
Values for PEO ($) |
Compensation Actually
Paid to PEO
($) |
|||||
2024 | 860,491 | - | - | 860,491 | ||||
2023 | 984,444 | - | (5) | 984,439 | ||||
2022 | 1,615,316 | (354,170) | 332,788 | 1,593,934 | ||||
2021 | 1,270,996 | (42,936) | 44,193 | 1,272,253 |
Year
|
Average Summary
Compensation Table Total for Non-PEO NEOs
($)
|
Average Exclusion of
Stock Awards and Option Awards for Non-
PEO NEOs
($) |
Average Inclusion of
Equity Values for Non-
PEO NEOs
($) |
Average Compensation
Actually Paid to
Non-PEO
NEOs
($) |
||||
2024
|
550,912 | (118,000) | 243,150 | 676,062 | ||||
2023
|
445,548 | (37,341) | 87,561 | 495,768 | ||||
2022
|
483,328 | (42,774) | 103,889 | 544,443 | ||||
2021
|
325,798 | (807) | 15,872 | 340,863 |
Year
|
Year-End Fair
Value of Equity
Awards Granted During Year That Remained Unvested as of Last Day of Fiscal Year for PEO ($) |
Change in Fair
Value from Last Day of Prior Fiscal Year to Last Day of Fiscal Year of Unvested Equity Awards for PEO ($) |
Vesting-Date
Fair Value of
Equity Awards Granted During Year that Vested During Year for PEO ($) |
Change in Fair
Value from Last Day of Prior Fiscal Year to Vesting Date of Unvested Equity Awards that Vested During Fiscal Year for PEO ($) |
Fair Value at
Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) |
Value of
Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) |
Total-
Inclusion of
Equity Values for PEO
($) |
|||||||
2024 | - | - | - | - | - | - | - | |||||||
2023 | - | (7) | - | 2 | - | - | (5) | |||||||
2022 | 53,970 | (43,266) | 320,450 | 1,634 | - | - | 332,788 | |||||||
2021 | 37,032 | (40,457) | - | 47,618 | - | - | 44,193 |
Year
|
Average Year-End Fair
Value of Equity Awards of Fiscal Year for Non-
PEO NEOs
($) |
Average Change in Fair
Value from Last Day of Prior Fiscal Year to Last Day of Fiscal Year of Unvested Equity Awards for Non-PEO
NEOs
($) |
Average Change in Fair
Value from Last Day of Prior Fiscal Year to Vesting Date of Unvested Equity Awards That Vested During Fiscal Year for Non-PEO
NEOs |
Total-Average Inclusion
of Equity Values for Non-PEO
NEOs
($) |
||||
2024 | 148,000 | 30,000 | 65,150 | 243,150 | ||||
2023 | 81,122 | 6,439 | - | 87,561 | ||||
2022 | 8,051 | 6,538 | 89,300 | 103,889 | ||||
2021 | 9,065 | 6,807 | - | 15,872 |
4. |
The referenced Peer Group TSR utilizes the S&P
S-K
included in our Annual Report for the fiscal year ended |
5. |
Pre-Provision
Net Revenue ("PPNR") represents the sum of the Company's net interest income and non-interest
income less expenses, excluding its provision for loan losses. |
Compensation Actually Paid and Company Total Shareholder Retu("TSR")
the total shareholder retuinformation for the S&P US BMI Banks Index and the NASDAQ Composite Index, and the Company's cumulative TSR over the four most recently completed fiscal years.
Pay vs Performance TSR Table
|
||||||||||||||||
Index
|
|
|
|
|
||||||||||||
BCB Bancorp, Inc.
|
123.68 | 149.25 | 112.27 | 109.45 | ||||||||||||
NASDAQ Composite Index
|
177.06 | 119.45 | 172.77 | 223.87 | ||||||||||||
S&P
|
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 |
Compensation Actually Paid and Net Income
and our Net Income during the four most recently completed fiscal years.
Compensation Actually Paid and
Net Revenue ("PPNR")
and our PPNR during the four most recently completed fiscal years.
our named executive officers' compensation actually paid to the Company's financial performance for the most recently completed fiscal year:
Net Revenue, the Total Risk-Based Capital Ratio,
Assets as a Percentage of Total Assets, and the Net Interest Margin.
Review of Related Person Transactions
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
The Bank leases a property from
On
On
On
Director Widmer provided certain consulting services to the Bank in connection with several projects including the installation of two loan origination systems, the review and negotiation of its data processing system contract, and the installation of a new online banking system. For such services, he was paid
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
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
41
Indemnification
Under
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
DELINQUENT SECTION16 (A) REPORTS |
Section 16(a) of the Exchange Act requires our officers and directors, and any persons owning more than ten percent
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The following table provides information as of
Number of Shares | Percent | |||
|
1,059,233 | 6.17% | ||
|
934,133 | 5.44% |
(1) |
|
(2) |
Information about |
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.
Number of Shares(1) | Percent(1) | |||||||
Directors and Nominees |
||||||||
|
218,651 | 1.27% | ||||||
|
49,924 | * | ||||||
|
452,478 | 2.64% | ||||||
|
234,180 | 1.36% | ||||||
|
7,190 | * | ||||||
|
772,030 | 4.50% | ||||||
|
258,041 | 1.50% | ||||||
|
57,150 | * | ||||||
|
213,312 | 1.24% | ||||||
|
33,500 | * | ||||||
|
5,690 | * |
42
Number of Shares(1) | Percent(1) | |||||||
|
4,690 | * | ||||||
Named Executive Officers who are not also Directors or Nominees |
||||||||
|
52,500 | * | ||||||
|
4,700 | * | ||||||
|
16,380 | * | ||||||
All current directors and named executive officers as a group (15 persons) (17) |
2,380,416 | 13.87% |
* |
Does not exceed 1% of the class based on 17,162,627 shares of common stock outstanding as of |
(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. |
(2) |
|
(3) |
|
(4) |
|
(5) |
|
(6) |
|
(7) |
|
(8) |
|
(9) |
|
(10) |
|
(11) |
|
(12) |
|
(13) |
|
(14) |
|
(15) |
|
(16) |
|
(17) |
Includes 542,965 shares underlying options exercisable within 60 days from the record date. |
43
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-bindingadvisory vote on the issue of the frequency of holding future non-bindingadvisory votes to approve named executive officer compensation, the Board has determined that it will include an annual non-bindingadvisory vote to approve named executive officer compensation in our proxy materials until the next non-bindingadvisory 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 "Executive Compensation" section above. Shareholders are urged to read the "Compensation Discussion and Analysis" section of this Proxy Statement, which discusses the Company's compensation policies and procedures with respect to the Company's Named Executive Officers.
For the reasons set forth in such Compensation Discussion and Analysis section 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
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.
The Board of Directors recommends a vote "FOR" approval of executive compensation |
44
OTHER INFORMATION |
Shareholder Proposals or Nominations
Any shareholder who desires to submit a proposal for inclusion in the proxy materials relating to our 2026 Annual Meeting of Shareholders in accordance with the rules of the
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
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
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)680-6872or write to
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
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.
45
Incorporation by Reference
In accordance with
Annual Report for Fiscal Year 2024
The Company's Annual Report to the Shareholders for the year ended
UPON REQUEST OF ANY SHAREHOLDER, A COPY OF OUR ANNUAL REPORT ON FORM 10-KFOR ITS FISCAL YEAR ENDED
BY ORDER OF THE BOARD OF DIRECTORS |
||||
Chairman of the Board |
46
BCBBANCORP, INC. vOTE Your vote matters - here's how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by
IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON
BCBBANCORP, INC. VOTE Your vote matters - here's how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by
IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON
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Proxy Statement (Form DEF 14A)
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