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BCB BANCORP INC

For the period ended Apr 24, 2025. Filed Mar 20, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2025 · Filed Mar 20, 2025

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BCBP$9.17+0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[x]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to §240.14a-12

BCB Bancorp, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]No fee required.
[ ]Fee paid previously with preliminary materials.
[ ]Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

ANNUAL MEETING INVITATION

March 20, 2025

Dear Fellow Shareholder:

We cordially invite you to attend the Annual Meeting of Shareholders of BCB Bancorp, Inc. The annual meeting will be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, at 10:00 a.m., Eastern Time, on April 24, 2025.

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 BCB Bancorp, Inc. Directors and Officers, as well as a representative of our independent registered public accounting firm, will be present to respond to any shareholder questions.

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 Wolf & Company, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iii) an advisory, non-binding resolution with respect to the executive compensation described in the proxy statement.

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 return the 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 BCB Bancorp, Inc.

Sincerely,

Mark D. Hogan

Chairman of the Board

Notice of 2024 Annual Meeting of Shareholders

Date and Time:April 24, 2025, at 10:00 a.m. (Eastern Time)
Place:The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002
Items to be Voted:∎elect six (6) director nominees named in the proxy statement;
∎ratify the appointment of Wolf & Company, P.C. as BCB Bancorp, Inc.’s independent registered public accounting firm for fiscal year ending December 31, 2025;
∎vote, on an advisory basis, on the approval of the compensation of BCB Bancorp, Inc.’s named executive officers; and
∎conduct any other business properly brought before the annual meeting.
Record Date:Shareholders of record at the close of business on March 5, 2025 may vote at the meeting, and any adjournments or postponements thereof. A list of shareholders will be available at the annual meeting.

By Order of the Board of Directors

Ryan Blake

Chief Operating Officer and Corporate Secretary

March 20, 2025

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 April 24, 2025

The Proxy Statement and Annual Report to Shareholders are available atwww.edocumentview.com/BCBP

PROXY STATEMENT1
GENERAL INFORMATION1
Solicitation of Proxies1
Purpose of the Meeting1
Voting and Revocation of Proxies1
Record Date2
Quorum2
Tabulation of Votes2
PROPOSAL NO. 1 - Election of the Director Nominees of the Board of Directors3
General3
Director Nominees of the Board of Directors3
BOARD OF DIRECTORS and director nominees4
CORPORATE GOVERNANCE7
Independence of Directors7
Access to Corporate Governance Documents7
Committees of our Board of Directors7
Process for Selection of Director Nominee Candidates9
Board Leadership Structure10
The Board’s Role in Risk Oversight10
Charters of the Committees of the Board of Directors10
Director Attendance at Board, Committee and Annual Meetings10
Executive Sessions of Non-Management Directors10
Communications with the Board of Directors11
Code of Business Conduct and Ethics11
Human Capital Management11
NON-EMPLOYEE DIRECTOR COMPENSATION12
Cash Compensation12
Equity Compensation12
Director Deferred Compensation Plan13
Hedging and Pledging Prohibition13
NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL YEAR 202414
PROPOSAL NO. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm15
AUDIT COMMITTEE REPORT15
Background15
Responsibility15
Process and Recommendation15
Fees of Independent Auditors16
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services by Independent Auditors16
Appointment of Independent Registered Public Accounting Firm for Fiscal Year 202517
EXECUTIVE OFFICERS18
NAMED EXECUTIVE OFFICER COMPENSATION19
Compensation Discussion and Analysis19
COMPENSATION COMMITTEE REPORT26
SUMMARY COMPENSATION TABLE27
Employment Agreements29
GRANTS OF PLAN-BASED AWARDS TABLE FOR FISCAL YEAR 202431
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 202432
OPTIONS EXERCISED AND STOCK VESTED DURING FISCAL YEAR 202432
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL33
2024 CEO PAY RATIO35
PAY VERSUS PERFORMANCE36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS41
Review of Related Person Transactions41
Indemnification42
DELINQUENT SECTION16 (a) REPORTS42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT42
PROPOSAL NO. 3 - Advisory Vote to Approve Named Executive Officer Compensation44
OTHER INFORMATION45
Shareholder Proposals or Nominations45
Reduce Duplicate Mailings45
Other Matters45
Proxy Solicitation Costs45
Incorporation by Reference46

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