BCB BANCORP INC

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:

Fiscal Year 2024 Performance

The Company’s net income decreased by $10.9 million, or 36.8 percent, to $18.6 million for the year ended December 31, 2024, from $29.5 million for the year ended December 31, 2023. Net interest income decreased by $12.0 million, or 11.6 percent, to $92.0 million for the year ended December 31, 2024, from $104.1 million for the year ended December 31, 2023. The decrease in net interest income resulted from an increase in interest expense of $17.7 million, partly offset by an increase in interest income of $5.6 million.

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 $10.4 million innet-charge offs compared to $704,000 innet-charge offs for the same period in 2023.

Non-interest income decreased by $1.1 million to $2.9 million for the twelve months of 2024 from $4.1 million for the twelve months of 2023. Non-interest expense decreased by $3.5 million, or 5.7 percent, to $57.1 million for the twelve months of 2024 from $60.6 million for the same period in 2023. The decrease in operating expenses for 2024 was driven primarily by decreases in salaries and employee benefits of $2.6 million. The 2023 salaries and benefits expense included aone-time payment of $1.17 million to the Company’s former President and Chief Executive Officer.

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-Pay results 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.

Results of 2024 Advisory Vote on Executive Compensation–Say-on-Pay

At our annual meeting of shareholders held on April 25, 2024, approximately 92.7% of votes cast by shareholders approved the advisory resolution on our executive compensation. The Compensation Committee considered this a high approval rate by the shareholders in establishing the compensation programs for fiscal year 2024 and will continue to consider the outcome of futurenon-binding advisory shareholder votes on executive compensation in its determinations regarding executive compensation.

At our 2025 Annual Meeting, shareholders will have the opportunity to cast an advisorysay-on-pay vote 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, enhanceour pay-for-performance philosophy and further align our executives’ interests with those of our stockholders:

We employ the following practices:

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 emphasison pay-for performance alignment.

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:

Factors Considered in Determining Pay Programs and Making Pay Decisions

The Compensation Committee is responsible for compensation decisions for our Named Executive Officers and reports all actions to the Company’s Board.

Benchmarking Compensation

In 2024 and 2023, the Compensation Committee engaged Meridian, its independent compensation consultant, to assess the competitiveness and effectiveness of our executive compensation program. Meridian provided an analysis of base salary, short-term incentive, long-term incentive, and total compensation practices of similarly sized banks within our region. This data was used by the Committee to establish compensation for 2024 and 2023. Meridian considered individual compensation elements, as well as the total compensation package, and assessed the relationship of pay to performance.

In performing this analysis, Meridian used a peer group of banking institutions, which was reviewed and approved by the Committee. The peer group included institutions with an asset size ranging from $2.3 billion to $8.2 billion. All banks were based in the Northeastand Mid-Atlantic region. The peer group consisted of the following financial institutions:

A peer group analysis is limited to those positions for which compensation information is disclosed publicly. Therefore, the compensation consultant also relied on published compensation surveys to supplement peer group information, including the McLagan Regional & Community Banking Survey. Similar asset and regional scope comparisons were used for the benchmarking analysis.

Elements of Compensation

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:

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:

(1) Mr. Shriner was appointed as President and Chief Executive Officer effective as of January 1, 2024.

Annual Incentive Plan (“AIP”)

Our Named Executive Officers and other members of the senior management team participate in the AIP, which is based on a balanced scorecard which includes Company performance goals, and a qualitative assessment of individual goals.

The Company performance goals and weighting for 2024 were based on Pre-Provision Net Revenue, the Total Risk-Based Capital Ratio, the Non-Performing Assets to Total Loans Ratio, and the Net Interest Margin, with a total award weighting of 50%. Each performance goal held an individualsub-weight of 25% each. The individual goals qualitative assessment was also weighted 50% of the total award. Each goal is measured separately and not contingent on achieving performance on the other.

Awards are calculated as follows:

Each Company performance goal is assigned three performance levels, which earn the following payouts based on the level of actual achievement: Threshold (50% of the target incentive), Target (100% of target incentive) and Stretch (150% of the target incentive). Amounts below threshold earn a $0 payout. In no event may a participant earn more than 150%. Straight-line interpolation is used between performance levels to reward incremental achievement of Company performance goals.

The incentive opportunities for the Named Executive Officers were the following as a percentage of base salary: 50% for Mr. Shriner, 45% for Messrs. Blake and Chaudhry, and 30% for Mr. Garcia and Ms. Sievewright.

The Compensation Committee conducted a qualitative assessment of the Named Executive Officers’ performance. Mr. Shriner provided recommendations regarding individual performance for the Named Executive Officers other than himself. The Committee used this information along with their own experiences to determine and independently assess CEO performance. Award payouts under the AIP were as follows:

Long-Term Incentives

The Company’s 2018 Equity Incentive Plan (“2018 Plan”) and 2023 Equity Incentive Plan (“2023 Plan”) are the foundation for the Company’s long-term incentive compensation program. Both plans provide equity-based awards that may be granted to employees, directors, consultants, and other service providers. The plans permit the board of directors to grant stock options, restricted stock awards, restricted stock units and performance awards. The shares subject to or related to options, restricted stock awards, restricted stock units and performance awards under the plans are authorized and unissued shares of our common stock.

In 2024, only one of our named executive officers received awards under these plans. On April 25, 2024, Jawad Chaudhry received an award of 30,000 shares of restricted stock that vest annually over atwo-year period (50% per year) and an award of 20,000 shares of restricted stock that vest annually over a three-year period (33.3% per year). These awards were made under the 2018 Plan.

Deferred Compensation Plan

We maintain a deferred compensation plan originally effective on October 1, 2005, which was amended and restated effective January 1, 2023 (the “2023 Deferred Plan”). The 2023 Deferred Plan is a nonqualified deferred compensation plan designed to comply with the requirements of Section 409A of the Internal Revenue Code. Select executives and all members of the Board of Directors of the Bank are eligible to participate in the 2023 Deferred Plan. Pursuant to the 2023 Deferred Plan, a participant may elect to defer, on apre-tax basis, receipt of all or any portion of salary, bonus or fees and retainers received for his or her employment or 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 return of 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 Ms. Sievewright, which provide for severance benefits upon a qualifying termination of employment.

We describe these agreements under the heading “Employment Agreements.” We describe the termination andchange-in-control provisions of these agreements and their equity award agreements under the heading “Potential Payments Upon Termination or Change-In-Control.”

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. Alleligible non-unionized U.S. employees, including the named executive officers, may also obtain at their expense, long-term disability insurance coverage, and participate in a 401(k)-retirement plan as a means to save for retirement ona tax-advantaged basis. We provide a matching contribution under the 401(k) plan to all eligible participants.

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 materialnon-compliance with 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 directors of 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 employeesand non-employee directors from 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.

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 $1 million to certain current and former executive officers of the Company. The Board and the Compensation Committee believe that stockholder interests are best served if they retain maximum flexibility to design executive compensation programs that meet stated business objectives. For that reason, while our Board and Compensation Committee consider the potential effects of Section 162(m) of the Code on the compensation paid to our named executive officers, in light of the constraints imposed by Section 162(m) and our desire to maintain flexibility in compensation decisions, the Board and the Compensation Committee do not necessarily limit compensation to amounts deductible under Section 162(m).

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.