UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

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):

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

PROXY STATEMENT

BCB Bancorp, Inc.

104-110595 Avenue C

Bayonne, New Jersey 07002

(201) 823-0700

ANNUAL MEETING OF SHAREHOLDERS

To be Held on April 24, 201427, 2017

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of BCB Bancorp, Inc. (the “Company”), to be used at the Annual Meeting of Shareholders, which will be held at The Knights of Columbus, 669 Avenue C,Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, on April 24, 2014,27, 2017, at 10:00 a.m., Eastern Time, and all adjournments of the annual meeting. The accompanying Notice of Annual Meeting of Shareholders and this Proxy Statement are first being mailed to shareholders on or about March 21, 2014.27, 2017.

At the annual meeting, shareholders will vote on the election of four directors, the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2014 and2017, the consideration of an advisory, non-binding resolution with respect to our executive compensation described in this Proxy Statement, and such other matters as may properly come before the annual meeting or any adjournments thereof.

REVOCATION OF PROXIES

Shareholders who complete proxies retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the annual meeting and any adjournments thereof. Proxies solicited on behalf of the Board of Directors will be voted in accordance with the directions given thereon.Where no instructions are indicated, validly completed proxies will be voted “FOR” the proposals set forth in this Proxy Statement for consideration at the annual meeting.

Proxies may be revoked by sending written notice of revocation to our Corporate Secretary at the address shown above, the submission of a later datedlater-dated proxy or by voting in person at the annual meeting. The presence at the annual meeting of any shareholder who had returned a proxy shall not revoke such proxy unless the shareholder delivers his or her ballot in person at the annual meeting or delivers a written revocation to our Corporate Secretary prior to the voting of such proxy.

If your shares of common stock are held in “street name” by a broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted at the annual meeting. If you wish to change your voting instructions after you have returned your voting instructions to your broker, bank or other nominee, you must contact your broker, bank or other nominee. If you want to vote your shares of common stock held in street name“street name” in person at the annual meeting, you will have to get a legal proxy in your name from the broker, bank or other nominee who holds your shares.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of our common stock as of the close of business on March 3, 2014,17, 2017, our record date, are entitled to one vote for each share then held. As of the record date, we had 8,341,84211,289,403 shares of common stock issued.

issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining thatif a quorum is present.

Persons and groupsentities who beneficially own in excess of 5% of our common stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding such beneficial ownership. BasedA person or entity may be considered to beneficially own any shares of common stock over which the person or entity has, directly or indirectly, sole or shared voting authority. The following table sets forth, as of the record date, the shares of common stock beneficially owned by persons who were the beneficial owners of more than five percent of our outstanding shares of common stock. This information is based solely upon a review of beneficial ownership filings required pursuant to be filed with the SEC, we are not awareSecurities Exchange Act of any person who owns in excess of 5% of our common stock.1934.

In accordance with New Jersey law, a list of shareholders entitled to vote at the annual meeting shallwill be made available at the annual meeting.

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

As to the election of directors, the proxy card being provided by the Board of Directors enables a shareholder to vote “FOR” the election of the nominees proposed by the Board of Directors, or to “WITHHOLD AUTHORITY” toa vote for the nominees being proposed, or“FOR ALL EXCEPT” nominees who are identified on the proxy card.proposed. Under New Jersey law and our Certificate of Incorporation and Bylaws, directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees being proposed is withheld.

As to the ratification of our independent registered public accounting firm, by checking the appropriate box a shareholder may: (i) vote “FOR” the item;ratification of our independent registered public accounting firm; (ii) vote “AGAINST” the item;ratification of our independent registered public accounting firm; or, (iii) “ABSTAIN” from voting on such item. Underfor or against the ratification of our Certificate of Incorporation and Bylaws, of theindependent registered public accounting firm. The affirmative vote of a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN,” is required for approval of this proposal.the ratification of our independent registered public accounting firm.

As to the advisory, non-binding resolution with respect to our executive compensation as described in this proxy statement, 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, without regard to either broker non-votes or shares as to which theproxies marked “ABSTAIN,” box has been selected on the proxy card, is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on BCB Bancorp, Inc., 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, BCB Bancorp, Inc., or the Board of Directors.

The Board of Directors will designate an inspector of elections.

Regardless of the number of shares of common stock owned, it is important that holders of a majority of the shares of our common stock be represented by proxy or present in person at the annual meeting. Shareholders are requested to vote by completing the enclosed proxy card and returning it signed and dated in the enclosed postage-paid envelope. Shareholders are urged to indicate their vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS GIVEN ON THE PROXY. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED “FOR” EACH OF THE PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING.

Participants in the 401(k) plan sponsored by BCB Community Bank through which they own our common stock will have the right to direct the trustee how to vote the shares of our common stock allocated to their plan accounts in accordance with the terms of the 401(k) plan.

PROPOSAL I - ELECTION OF DIRECTORS

Our Board of Directors is currently composed of 11 members and is divided into three classes, with one class of directors elected each year. Our directors will generally be elected to serve for a three-year period and until their respective successors have been elected and qualified. Four directors will be elected at the annual meeting. The Board of Directors has renominatedre-nominated Robert Ballance, Joseph J. Brogan, and Donald Mindiak, and nominated August Pellegrini, Jr., and James G. Rizzo for electionthree-year terms as directors at the annual meeting. Each nominee of the Board of Directors has consented to being named in this Proxy Statement.

The table below sets forth certain information, as of March 3, 2014,15, 2017, regarding the composition of our Board of Directors, including the terms of office of Board members, and information regarding our executive officers and the executive officers of BCB Community Bank, (formerly Bayonne Community Bank), our principal operating subsidiary.subsidiary (the “Bank”). It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to the nominee) will be voted at the annual meeting for the election of the nominees identified below. If a nominee is unable to serve, the shares represented by proxies will be voted for the election of such substitute as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between the nominee and any other person pursuant to which such nominee was selected.

Biographical Information Regarding Nominees, Continuing Directors and Executive Officers

Set forth below is biographical information regarding our directors and executive officers. For the individuals named below, all are directors of BCB Bancorp, Inc., the Parent Companyparent company of their wholly ownedits wholly-owned subsidiary, BCB Community Bank. Unless otherwise noted, each director has held the indicated position for at least 10 years.

Nominees for DirectorsDirectors:

Robert Ballance,55,recently58, retired as a Battalion Chief with the Bayonne Fire Department andDepartment. He is the owner of Bob’s Carpet, located in Bayonne. Mr. Ballance has been a director of the Bank since its founding in 2000. Mr. Ballance was a director of the Bayonne Fire Exempt Association; hasAssociation. He previously served as the Treasurer of the Bayonne Fire Department Local #11; and#11. He is a member of the Bayonne Elks B.P.O.E. Additionally, fromFrom 1997 to 2001 Mr. Ballance was a director of the Bayonne Federal Credit UnionUnion. Mr. Ballance has owned and has operated a flooring businessBob’s Carpet for over 25 years. Mr. Ballance’sBallance graduated from Marist High School in Bayonne. His lengthy experience as a businessman, community leader, civil servant and former director of a financial institution support his appointment as a member ofthe Bayonne Federal Credit Union provide the Board of Directors. Mr. Ballance attended Saint Vincent DePaul Grammar SchoolDirectors with valuable support and Marist High School in Bayonne.insight.

Joseph J. Brogan,75,77, has over 45 years of experience in the insurance industryowned and is the founder of Broganoperated his State Farm Insurance Agency located in Bayonne. His extensive experience as an insurance industry professional and real estate/market investor led to his appointment to serve asBayonne for 54 years. Mr. Brogan has been a memberdirector of the BoardCompany since its incorporation in 2003, and a director of Directors. Mr. Broganthe Bank since 2003. He is the former headPresident of the New Jersey State Farm AgentsAgents' Association, and is currently a current member of the Knights of Columbus and the Fraternal Order of Elks. Mr. Brogan attended Saint Aloysius Grammar School, Jersey City, andgraduated from Seton Hall Preparatory School, has received a B.S. from Saint Peter’s College, n/k/a St. Peter’s University, and attended graduate school at Fordham University and New Jersey City University.

Donald Mindiak,55, has been employed His extensive experience in the bankinginsurance industry for over 30 years and is currently Chief Executive Officer of BCB Community Bank. Until April 2013, Mr. Mindiak also served as President of the Company and Bank. From May 2007 until July 2010 Mr. Mindiak also served as Chief Financial Officer of BCB Bancorp, Inc. and BCB Community Bank. Before joining BCB Community Bank, he was employed by Summit Bank as a Manager of Strategic Planningreal estate and Support. Priorsecurities investor are significant assets to his employment at Summit Bank, Mr. Mindiak was employed at First Savings Bank of New Jersey in Bayonne. During his tenure at First Savings Bank of New Jersey, he served as Treasurer and prior to that position as Controller. Mr. Mindiak served as an active member of the Asset/Liability, Budget, Investment and Rate Setting Committees while at First Savings Bank of New Jersey and was the former Chairman of the Asset Classification Committee. Mr. Mindiak served as a member of the Board of Governors of the NJ Bankers Association as well as the past President of the Community Bankers Association of New Jersey and presently serves on the Simpson Baber Foundation for the Autistic Board of Trustees. Mr. Mindiak received a B.A. degree in Chemistry from Rutgers, Newark College of Arts and Sciences and an MBA in Finance from Fairleigh Dickinson University.Directors.

Dr. August Pellegrini, Jr., 54, is presently57, was most recently the Assistant Dean, Office for Clinical Affairs, and an Assistant Professor, in the Restorative Dentistry Department, at the University of Medicine and Dentistry/New Jersey Dental School, in Newark, New Jersey. Dr. Pellegrini has hadoperated a private dental practice in Bayonne since 1986.for 30 years. Prior to that,opening his own practice, Dr. Pellegrini workedserved at the Meadowview Hospital in Secaucus, NJ, and served in various positions at UMDNJ-New Jersey Dental School in Restorative Dentistry and Clinical Affairs.NJ. Dr. Pellegrini holds numerous memberships in the Professional Dentistry field includingis the former President forof the Hudson County Dental Society and the New Jersey Dental Association. Currently, Dr. Pellegrini is a member of the Academy of General Dentistry, Hudson County Dental Society, New Jersey Dental Association, American Dental Association, American College of Dentists and the International College of Dentists. Dr. Pellegrini is a 3^rd degree Knight of Columbus, and is actively involved in Donated Dental Services, Give Kids a Smile and Access to Care Task Force/NJ Dental Association. Dr. Pellegrini is currently a memberwas an original director of the BoardCompany at its incorporation in 2003, and has served at different times on the Boards of Directors of BCB Community Bank. Dr. Pellegrini’s educational backgroundthe Company and service to the Bayonne community resulted in his re-nomination to serve as a member of the Board of Directors of BCB Bancorp, Inc.Bank since 2003. Dr. Pellegrini is a graduate of the Temple University School of Dentistry and Rutgers College, where he received degrees in Biology and Psychology.Psychology, and the Temple University School of Dentistry. Dr. Pellegrini’s professional background and experience and his long-time service to the community bring valuable insights to the Board.

James G. Rizzo,57, began his financial career at Drexel Burnham, and he has held the position of managing director with firms such as Guggenheim Partners, Citicorp, and Fleet Bank. He is Series 7 and 63 registered, and is currently involved in real estate management. Mr. Rizzo’s experience of over thirty years in the bond market included his most recent position as Managing Director at Dahlman Rose and Company, from which he retired. Mr. Rizzo is a graduate of St. Peter’s College, n/k/a St. Peter’s University, where he earned a B.S. in Business Administration. He currently serves on the Board of Regents at the University. He is a graduate of St. Peter’s Preparatory School, and is a current member of that school's Board of Trustees. Mr. Rizzo is active in his community of Rutherford, N.J., where he is a member of the Borough Planning Board and the Public Library. Mr. Rizzo was appointed to the Board of Directors of the Bank in 2013, and has served as a Director of the Company since February 2015. Mr. Rizzo’s extensive experience in the financial industry and real estate management provide key insights for the Board.

Continuing DirectorsDirectors:

Judith Q. Bielan, Esq.,49,52, is an attorney practicingwho has practiced law in New Jersey for 24over 25 years. Ms. Bielan started her legal career as an associate with the law firm of Schumann, Hanlon, O’Connor and McCrossin from 1989 to 1993. Thereafter, Ms. Bielan formed her own law practice in 1993, and is currently a partner at Bielan, Miklos & Makrogiannis, P.C., where she continues to handle all aspects of litigation in real estate, family law, contract disputes and estate matters. She has also represented various banking clients in commercial and residential real estate closings. In the management of her own law practice, Ms. Bielan hasbrings the Board of Directors experience in the areas of marketing, budgeting, public relations and collections. In addition, Ms. Bielan currently serves on the New Jersey State Bar Association Legislative Committee and the Hudson County Bar Association’s Due Diligence, Family Law and Early Settlement Committees. She also serves as a Commissioner on the Hudson County Condemnation Board. In 2010, Ms. Bielan served as President of the Hudson County Bar Association. Furthermore, Ms. Bielan is a certified matrimonial attorney certified by the New Jersey Supreme Court, and she received the Hudson County Family LawLawyer of the Year Award in 2005. Ms. Bielan has volunteered and served the New Jersey and Hudson County communities by serving as a Trustee on the Board of Women“Women Rising,” coaching both boys and girls basketball at Bayonne PAL, and previously serving as Vice Chair of the Board of Trustees of Holy Family Academy of Bayonne. Ms. Bielan’s legal expertise in the area of banking law,experience and her service to the Bayonne community as an attorney led to her appointment as a member of the Board of Directors.Directors at the Company’s founding. Ms. Bielan holds degrees from both Montclair State College and Seton Hall University School of Law.

James E. Collins,65,68, retired in 2010 as Senior Lending Officer of BCB Community Bank, andBank. Mr. Collins had worked in the banking industry since 1972. He is the former Vice President of Lending at First Savings Bank of New Jersey andJersey. He served as that bank’s Community Reinvestment Officer and as a member of theits Budget, Asset and Liability, Asset Classification and Loan Committees. In addition, Mr. Collins has served as Treasurer of the Bayonne Chamber of Commerce, as the past President of Ireland’s 32 and as citywide director for Bayonne’s C.Y.O. Sports Programs. Currently, Mr. Collins is a former Trustee forof the Bayonne Education Foundation and is currently a member of the Directorate of Marist High School in Bayonne. Mr. Collins attended St. Mary’s, Our Lady Star of the Sea Elementary School and Marist High School, received a B.S. from St. Peter’s College and attended graduate school at the Institute for Financial Education. Mr. Collins was a certified Real Estate Appraiser and a member of the Review Appraisers Association. Mr. Collins’ experience with financial institutions and familiarity with the Bank provides a valuable resource and perspective to the Board of Directors.

Thomas M. Coughlin,54,57, is President and Chief Executive Officer of BCB Bancorp, Inc., and BCB Community Bank. He has well over 30 years of experience in banking. Mr. Coughlin was appointed Chief Executive Officer and President of BCB Bancorp, Inc., effective as of August 4, 2014. Mr. Coughlin has served as the Chief Executive Officer and President of BCB Community Bank since May 28, 2014. Mr. Coughlin previously served as Chief Financial Officer and Chief Operating Officer of BCB Bancorp, Inc., and BCB Community Bank, and has been employed in the banking industry for 24 years. In addition,Bank. Mr. Coughlin was appointed Interim Chief Financial Officer of BCB Bancorp, Inc. and BCB Community Bank on February 19, 2014, and has previously served as Chief Financial Officer of BCB Bancorp, Inc. and BCB Community Bank prior to his appointment. Mr. Coughlin was appointed President of the Company and Bank in April 2013. Mr. Coughlin was formerly a Vice President of Chatham Savings Bank and prior to that,the Controller and Corporate Secretary of First Savings Bank of New Jersey. While at First Savings Bank of New Jersey, Mr. Coughlin served in various capacities on several executive managerial committees including, but not limited to, the Budget, Asset/Liability and Loan Review Committees. Mr. Coughlin who received his CPAC.P.A. designation in 1982, iswas the past President of the local chapter of the American Heart Association, and has served as a Trustee of the local chapter of D.A.R.E., and has been a trustee of the Bayonne P.A.L. Mr. Coughlin attended Saint Vincent DePaul Grammar School andgraduated from Bayonne High School, and received a B.S. degree from Saint Peter’s College. Mr. Coughlin provides the Board of Directors with extensive financial and practical banking experience, thereby providing the Board with necessary perspective and insight into the banking industry and the business trends affecting the Company.

Mark D. Hogan, C.P.A.,48,51, is a sole accounting practitionercertified public accountant with an office located in Bayonne. In addition, Mr. Hogan is a registered financial representative providing financial planning for his clientele.clients. Mr. Hogan has achievedearned the following licenses and designations: NASD Series 7, 24 and 63,63; New Jersey Life and Health Insurance broker,Broker; and New Jersey Property and Casualty Insurance broker. As a resultBroker. Because of Mr. Hogan’s relevantextensive professional experience, his achievements and his aforementionedaforesaid licenses and designations, he is deemed well-qualified to serve as our Chairman of theour Board of Directors. Mr. Hogan attended Saint Peter’s Preparatory School, and received a B.S. degree in Finance from Pace University.

Joseph Lyga,54,57, has served on the Bayonne Fire Department since 1985, having achieved the rank of1985. He is presently a Battalion Chief. In addition, Mr. Lyga has been a self-employed contractor for the last 2425 years in the area ofinformation systems design. In this capacity heHe has served BCB Bancorp, Inc., in conjunctionassisted the Company and the Bank with other technical advisors, to strengthen our firewallinformation technology issues and security for our computer systems in an effort to preserve and protect the integrity of our financial records.since their founding. Mr. Lyga’s dedicated service to the Bayonne community led to his appointment to serve asLyga has been a memberdirector of the BoardCompany since its incorporation in 2003, and a director of Directors.the Bank since 2003. Mr. Lyga has served as President and Secretary/State Delegate of the Bayonne Fire Department Local #211 and has served as President, Vice President, Secretary and Treasurer of the Bayonne Fire Department Local #11. Mr. Lyga is also a member of the Sicilian Citizens Club. Mr. Lyga attended Saint Mary’s, Our Lady Star of the Sea Elementary School,graduated from Marist High School and attended New Jersey City University and the Chubb Institute where heUniversity. He also studied computer programming and network design.

Alexander Pasiechnik,52,is President and Chief Executive Officer of Victoria T.V. Sales and Appliances. Victoria T.V. Sales and Appliances is a family run business that has been operating successfully indesign at the community of Bayonne for 50 years.Chubb Institute. Mr. Pasiechnik is also an accomplished real estate investor who owns and operates various commercial and investment real estate facilities. He is also an active member ofLyga’s dedicated service to the Bayonne Chapter of UNICO National. Mr. Pasiechnik’s financial acumen that was developed while serving as a senior executive of a successful company led tocommunity, his appointment to serve as a member ofextensive business background and his information technology experience provide the Board of Directors. Mr. Pasiechnik was born in Bayonnewith desired insight and attended Saint Mary’s, Our Lady Star of the Sea Elementary School, Marist High School, and Saint Peter’s College.information technology context.

Spencer B. Robbins,61, is64, has been the managing memberdirector of the law firm of Robbins & Robbins, Esqs., located in Woodbridge, New Jersey, for the past 2932 years. The firm specializesis a full-service law office, with a specialty in civil litigation and is a full service firm.litigation. Mr. Robbins served as Chairman of the Board of Directors of Allegiance Community Bank until it merged with BCB Community Bank in 2011. Mr. Robbins has served on the Board of Directors of the Company since the merger. Mr. Robbins previously served as the Chief Judge of the Woodbridge Township Municipal Court and South Plainfield Municipal CourtCourts, and was athe Municipal Court Judge inof the Borough of Sayreville Municipal Court.Sayreville. Mr. Robbins is a principal in Dentaflix, LLC.,Dentalfix Rx, LLC, a national company involved in the repair of dental equipment on a national scale. Heequipment. Mr. Robbins is also the managing member of Rags Development, LLC, and is associated with the Woodbridge Artisan Guild. On March 4, 2014, the Middlesex County Prosecutor’s Office served Mr. Robbins withextensive experience as a complaint alleging that Mr. Robbins committed two countspracticing attorney and founder and, as the former Chairman and a founder of voter fraud under New Jersey law, a third degree crime. The Nominating Committee and full Board of Directors have examined the nature of the pending proceedings against Mr. Robbins. Pending resolution of the proceedings, Mr. Robbins has determined to take a leave of absence fromAllegiance Community Bank, provides the Board of Directorswith valuable insight into legal and the committees of the Board on which he currently serves. During his leave of absence Mr. Robbins will receive no board fees or other compensation, will not participate in any Board or committee deliberations,banking issues and will not vote on any matter before the Board or any committee. The full Board of Directors will monitor the proceedings.trends.

Gary S. Stetz,51,54, serves as the managing memberdirector of Commercial Lubricants, LLC, d/b/a Metrolube, an authorized ExxonMobil lubricant’slubricants’ distributor in New York and New Jersey. Prior to assuming that position, Mr. Stetz was the managing partner forof the public accounting firm Stetz, Belgiovine, Manwarren and Wallis, P.C., located in Montclair, New Jersey, for the past 20 years, which21 years. The firm serviced over 1,000 corporate clients, with an emphasis on Accounting, Auditing, Review Compilation Service,Services, Estate Planning, Litigation Support Services, Management Advisory Services, Tax Preparation and Compliance Services. Additionally, Mr. Stetz is a member of the American Institute of Certified Public Accountants, the New Jersey Society of Certified Public Accountants and the National Society of Accountants andAccountants. He also co-authored the book, “ProjecttreatiseProject Management Accounting”Accounting. Mr. Stetz has served on the Board of Directors of BCB Bancorp, Inc., since 2011. Mr. Stetz is a former Board member of Allegiance Community Bank, and presently serves on the Board forBoards of Partners For Women and Justice, Immaculate Conception High School in Montclair, New Jersey, and New Found Life. He is a graduate of Rutgers University/Newark, College of Arts & Sciences, with degrees in Accounting and Finance, the University of Notre Dame, with an MBAM.B.A. degree, and Corpus Christi College in Oxford, England. Mr. Stetz’s extensive business and accounting experience brings the Board of Directors valuable insight, and supports his designation as the chairman and "financial expert" of the Audit Committee of the Company.

Executive Officers who are not Directors

The followingSet forth below is biographical information regarding the executive officers of BCB Communitythe Bank who are not directors.

Amer Saleem,Joseph Javitz,59, ishas been the Chief Lending Officer of BCB Community Bank. He was a Vice President and Team Leader of Commercial Lending at BCB Community Bank from 2002 to 2010. Prior to joining BCB Community Bank in 2002, Mr. Saleem was an Assistant Vice President of Commercial Lending at 1^st Constitution Bank, Cranbury, New Jersey. Mr. Saleem holds a B.A. degree in Economics, Diploma in Accounting from City of London Polytechnic, London, England and an M.B.A. degree in Finance from Long Island University, New York. Mr. Saleem has over 28 years of banking experience, specializing in lending. Mr. Saleem is a member of the ALCO, Budget, Asset Classification and Officers’ Lending Committee.

William Pawlo,59, is the Executive Vice President–Finance and Chief Risk Officer of BCB Community Bank.since June 2014. He has beenworked in the banking and financial services industry for more than 3733 years. UponFrom January 2011 to May 2014, Mr. Javitz was the completion of BCB Bancorp, Inc.’s acquisition of Allegiance Community Bank in 2011, Mr. Pawlo joined BCB Community Bank as Chief Risk Officer. At Allegiance Community Bank, Mr. Pawlo had held the position of Senior Vice President and Chief Financial Officer. Mr. Pawlo’s career beganLending Officer at SomersetAbacus Federal Savings Bank, and has included positions inNew York, New York. From November 2009 to January 2011, Mr. Javitz was the Controlling and Financial Management areas of New Jersey based financial institutions including Executive Vice President and Chief Operating Officer at Ciotta & Associates. Mr. Javitz is a graduate of Bernard M. Baruch College, with a B.B.A. in Marketing and Advertising, and also attended the Adelphi University Graduate School of Business (M.B.A. Program) in Finance and Economics. Mr. Javitz served as President of the Community Bankers Mortgage Forum and as President of the Metropolitan Mortgage Officer’s Society in 2015.

Thomas P. Keating, C.P.A.,61, has served as Chief Financial Officer of BCB Bancorp, Inc., and BCB Community Bank since March 2014. Mr. Keating is a Certified Public Accountant. From 2011 until 2014, Mr. Keating was Chief Financial Officer and Treasurer at Fellowship Savings,Chief Operating Officer of Enterprise National Bank. Prior thereto, Mr. Keating was Chief Financial Officer of AES Red Oak, LLC. Mr. Keating graduated from Marist High School,

received a B.S. degree in Accounting from St. Peter’s College, n/k/a St. Peter’s University, and an M.S. degree in Taxation from Seton Hall University. He is a member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants.

Sandra L. Sievewright,53, is the Chief Compliance and Chief Risk Officer of BCB Community Bank.  She has been in the banking industry for more than 25 years. Ms. Sievewright’s diverse experience includes management positions in Compliance, Bank Secrecy, Community Reinvestment, Marketing, Security, Branch Administration, Operations and Residential Lending. She joined BCB Community Bank in May 2014. From July 2013 to May 2014, Ms. Sievewright was the Senior Vice President and Controller at Carteret Savings andBSA/Compliance Officer of First Commerce Bank in Lakewood, NJ. From October 2005 to July 2013, Ms. Sievewright was the Senior Vice President at Metrobank. Mr. Pawlo’s diverse experience includes positions held in Secondary Mortgage Operations at Globe Mortgage and managing Loan Originations and Corporate Operations at Federal Mortgage. Mr. Pawlo’s career has also included positions at Deutsche Bank as Vice President Controller for U. S. Treasury Operations and at BarclaysCompliance Officer of Bogota Savings Bank in the Money Markets area. Mr. Pawlo has been a consultant and advisor in both Domestic and Foreign based businesses and for Financial Services Companies where he provided consulting services in the Controlling and Financial areas. Mr. PawloTeaneck, NJ. Ms. Sievewright is a graduate of Rutgers University, NewarkAlbright College in Reading, PA.

John J. Brogan, Esq.,56, has practiced law for over 30 years. He has served as General Counsel and Vice President of ArtsBCB Bancorp, Inc., and SciencesBCB Community Bank since July 2010. In that capacity, Mr. Brogan manages all litigation the Company and the Bank are involved in, is responsible for the corporate governance practices of the Company and the Bank, and is involved with all issues coming before the Boards and the Committees of the Company and the Bank. Prior to joining BCB, Mr. Brogan was the senior member of Brogan, Brogan, Fanuele & Schmerler, P.C., a full-service law firm in Shrewsbury, New Jersey. Mr. Brogan founded the firm in 1992. Mr. Brogan is a member of the New Jersey State Bar Association and its Banking Law Section. Mr. Brogan is an active volunteer with Holiday Express, a non-profit organization bringing the gift of human kindness to the disadvantaged. Mr. Brogan is a proud past President of the Friendly Sons of St. Patrick of the Jersey Shore. Mr. Brogan received a B.A. in Sciencefrom Haverford College, Haverford, Pa., and Accounting, and holds an M.B.A. in Financea J.D. from Fairleigh Dickinson University.New York Law School, New York, NY.

Board Independence

The Board of Directors has determined that, during 2013,as of December 31, 2016, except as to Messrs. Mindiak andMr. Coughlin, each member of the Board of Directors is an “independent director” within the meaning of the Nasdaq corporate governance listing standards. Messrs. Mindiak and CoughlinareMr. Coughlin is not considered independent because they are executive officershe is the President and Chief Executive Officer of BCB Bancorp, Inc. and/or, and BCB Community Bank.

The Board of Directors has also determined that each member of the Audit Committee and the Compensation Committee of the Board of Directors meets the independence requirements applicable to that committee prescribed by the Nasdaq Marketplace Rules, the SEC and the Internal Revenue Service. There were noIn determining the independence of each director, the Board of Directors, except as noted below, did not consider any transactions not required to be reported under “Transactionsthe section herein entitled “Related Party Transactions.”

The Bank leases its 190 Park Ave., Rutherford, New Jersey, branch office (which opened in February 2015) from a limited liability company in which Mr. Rizzo owns a 50% membership interest and Mr. Hogan owns a 50% membership interest. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, we believe that the terms and conditions of the lease are comparable to terms that would have been available from a third party that was unaffiliated with Certain Related Person”the Bank. During 2016, total lease payments of $33,350 were made to that limited liability company. Payments under the lease were considered$2,779 per month in determining the independence of our directors.2016.

The Bank leases its 734 Ridge Road, Lyndhurst, New Jersey, branch office (which opened in July 2016) from a limited liability company in which directors Ballance, Bielan, Brogan, Coughlin, Hogan, Lyga, Pellegrini, Rizzo, Robbins and Stetz each own a 10% membership interest. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, we believe that the terms and conditions of the lease are comparable to terms that would have been available from a third party that was unaffiliated with the Bank. During 2016, total lease payments of $51,450 were made to that limited liability company. Payments under the lease were $7,350 per month in 2016.

Board Leadership Structure and Risk Oversight

BCB Bancorp, Inc. has chosen to separateThe Company separates the principal executive officer and board chair positions in order to provide a higher degree of independence and transparency between the Board of Directors and management. This leadership structure of the Board has been in place since the inceptionincorporation of BCB Bancorp, Inc.the Company. The Board of Directors believes that this leadership structure is most appropriate given the Board’s and BCB Bancorp, Inc.’sCompany’s conservative risk profile, and the Board’sBoard of Directors’ role in monitoring BCB Bancorp, Inc.’sthe Company’s execution of its strategic plan, and the risk elements associated with such execution.

The Board of Directors monitors BCB Bancorp, Inc.’sthe Company’s risk profile by employing no less than five differentutilizing a number of departments with the Bank, as well as independent companiescontractors, to monitor, measure and measureadvise of certain risk parameters of BCB Bancorp, Inc.the Company and the Bank, such as interest rate risk, credit risk, liquidity risk, compliance risk and concentration risk. Reports assessing BCB Bancorp, Inc.’sthe Company’s and the Bank’s risk profiles are provided to management, and thereafter, management reports are prepared and provided to the appropriate directorial sub-committee,sub-committee(s) of the Board and ultimately to the entire Board.full Board of Directors. Given the independent roles both the Board and management have in monitoring BCB Bancorp, Inc.’sthe Company’s risk, BCB Bancorp, Inc.the Company believes that its current leadership structure is well positionedand reporting structures are well-positioned to identify and mitigate these and other risks as they may arise.

Meetings and Committees of the Board of Directors

Our Board of Directors meets on a monthly basis and may hold additional special meetings. Our standing committees include the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. BCB CommunityThe Bank’s standing committees include ana joint Asset/Liability, Enterprise Risk Management and Budget Committee, an Audit Committee, a Compensation Committee, an Information Technology Committee, an Investment Committee, a Loan Committee, an Investmenta Nominating and Corporate Governance Committee and a BudgetSite Committee.

During the year ended December 31, 2013, our board2016, the Board of directors held twelve regular meetings. No director attended fewer than 75%, in the aggregate,Directors of the total number of board meetingsCompany held and the total number of committee meetings in which he or she served during fiscal 2013. During the year ended December 31, 2013, the board of directors of BCB Bancorp, Inc., held twelve12 regular meetings and twofour special meetings. No director attended fewer than 75%, in the aggregate, of the total number of board meetings held and the total number of committee meetings in which he or she served during fiscal 2013.2016. The Company does not have a written policy regarding director attendance at annual meetings of shareholders. At last year’s annual meeting, all directors were in attendance.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Directors Ballance, Bielan, LygaCollins and Robbins.Pellegrini. Each member of the Nominating and Corporate Governance Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee and this charter has been posted to our web-site at www.bcbcommunitybank.net. The charter has not been amended. Thewww.bcbcommunitybank.com.During the year ended December 31, 2016, the Nominating and Corporate Governance Committee met two times during 2013.four times.

The functions of the Nominating and Corporate Governance Committee include the following:

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining new perspectives. If any member of the Board of Directors does not wish to continue in service, or if the Nominating and Corporate Governance Committee of the Board of Directors decides not to re-nominate a member for re-election, or if the size of the Board of Directors is increased, the Nominating and Corporate Governance Committee would solicit suggestions for director candidates from all board members. In addition, the Nominating and Corporate Governance Committee is authorized by its charter to engage a third party to assist in the identification of director nominees. The Nominating and Corporate Governance Committee would seek to identify a candidate who, at a minimum, satisfies the following criteria:

The Nominating and Corporate Governance Committee will also take into account whether a candidate satisfies the criteria for “independence” under the Nasdaq corporate governance listing standards, and, if a nominee is sought for service on our Audit Committee, the financial and accounting expertise of a candidate, including whether an individual qualifies as an audit committee financial expert.candidate.

Although the Nominating and Corporate Governance Committee and the Board of Directors do not have a formal policy with regard to the consideration of diversity in identifying a director nominee, diversity is considered in the identification process. While attributes such as relevant experience, financial acumen, and formal education are always considered in the identification process, the Nominating Committee and the Board of Directors will also evaluate a potential director nomineesnominee's personal character, community involvement and willingness to serve, so that he or she can help further BCB Bancorp, Inc.’sthe Company’s and BCB Communitythe Bank’s role and mission as a community-based financial institution.

Consideration and Procedures for the Shareholder Recommendations for the Nomination of Directors

OurIt is the policy of the Nominating and Corporate Governance Committee to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board of Directors. Consequently, our Board of Directors has adopted procedures for the submission of director nominees by shareholders. If a determination is made thatThe Nominating and Corporate Governance Committee may choose not to consider an additional candidate is needed forunsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. In order to avoid the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the Nominating/Corporate Governance Committee will consider only those director candidates submitted by our shareholders. Shareholders canrecommended in accordance with the procedures set forth below.

To submit a recommendation of a director candidate to the Nominating and Corporate Governance Committee, a shareholder should submit the names of candidates for director byfollowing information in writing, addressed to ourthe Corporate Secretary, at 591-595BCB Bancorp, Inc., 595 Avenue C, Bayonne, New JerseyNJ 07002. The Chairman of the BoardCorporate Secretary must receive asaid submission not less thanat least 90 calendar days prior to the anniversary date of our proxy materials for the preceding year’s annual meeting. Ifbefore the date of the annual meeting is advanced more than 30 days priorCompany’s proxy statement was released to or delayed by more than 30 days aftershareholders in connection with the anniversary of the precedingprevious year’s annual meeting, the shareholder’s suggestion must be so delivered not later than the close of business on the tenth day following the day on which public announcement of the date of such annual meeting is first made. advanced by one year.

The submission must include the following information:

There have been no material changes

The Corporate Secretary has not received any shareholder recommendations for nominations to these procedures since they were previously disclosed in our proxy statement for the 2013 Annual MeetingBoard of Shareholders.

We have no written procedural or informational requirements for the presentation of a shareholder nominationDirectors at the Annual Meeting of Shareholders. It is expected that anyCompany’s upcoming annual meeting. Any person making a shareholder nomination at the annual meeting willshall provide the information set forth above regarding themselves and the proposed nominee.nominee at the annual meeting.

Shareholder Communications with the Board

A shareholder who wantswishes to communicate with our Board of Directors or with any individual director can write to our Chief Executive Officer, 591-595595 Avenue C, Bayonne, New Jersey 07002, Attention: Board Administration. The letter should indicate that the author is a shareholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, managementthe Chief Executive Officer will:

At each Board of DirectorsDirectors’ meeting, management presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available to the directors.

Code of Ethics

We have adopted a code of ethics that is applicable to our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and/or persons performing similar functions. Our Code of Ethics has been filed as an exhibit to the Annual Report on Form 10-K.

The Audit Committee

The Audit Committee, currently consistsas of directors Stetz,December 31, 2016, consisted of Directors Bielan, Hogan, PasiechnikPellegrini, Rizzo, Robbins and Robbins.Stetz. Each current member of the Audit Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards and under SEC Rule 10A-3. The duties and responsibilities of the Audit Committee include, among other things:

The Audit Committee met thirteen18 times during 2013.2016. The Board of Directors has adopted a written charter for the Audit Committee and this charter has been posted to our website at www.bcbcommunitybank.net.www.bcbcommunitybank.com. The Audit Committee reports to the Board of Directors on its activities and findings. The Board of Directors believes that Mr. StetzqualifiesStetz qualifies as an “audit committee financial expert”expert,” as that term is useddefined in the rules and regulations of the SEC.

Audit Committee Report

In accordance with SEC regulations, the Audit Committee has prepared the following report. As part of its ongoing activities, the Audit Committee has:

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20132016, to be filed with the SEC. In addition, the Audit Committee approved the appointment of ParenteBeard LLCBaker Tilly Virchow Krause LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014,2017, subject to the ratification of the appointment by our shareholders.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.

The Audit Committee:

Gary S. Stetz (Chairman)

Judith Q. Bielan

Mark D. HoganAugust Pellegrini, Jr.

Alexander PasiechnikJames G. Rizzo

Spencer B. Robbins

___________________

The Audit Committee has approved a list of procedures for the engagement of outside auditors to perform non-audit tasks. The following servicescannot be provided by the auditor: financial information systems design and implementation; internal audit outsourcing; appraisal or valuation services, fairness opinions, and contribution in kind reports; management functions or human resources; bookkeeping; broker or dealer or investment banking services; legal services unrelated to the audit; actuarial services; and services determined by the Audit Committee to be impermissible. All permissible non-audit services must be pre-approved by the Audit Committee. The authority to approve audit and non-audit services may be delegated by the committee to one or more of its members, provided that any delegated approvals must be reported to the full Audit Committee and all approvals of non-audit services will be disclosed in our periodic reports.

Section 16(a) Beneficial Ownership Reporting Compliance

Our common stock is registered pursuant to Section 12(b) of the Exchange Act. Executive officers, directors and 10% beneficial owners are required to file beneficial ownership reports with the SEC disclosing beneficial ownership and changes in beneficial ownership of our common stock. SEC rules require disclosure in our Proxy Statement and Annual Report on Form 10-K of the failure of an executive officer, director or 10% beneficial owner to file such forms on a timely basis. Based on our review of such ownership reports, we believe that no officer or director failed to timely file such ownership reports for the fiscal year ended December 31, 2013, other than one late Form 4 filing reporting one late transaction for Mr. Stetz and one late Form 4 filing reporting five late transactions for Mr. Robbins.2016.

The Compensation Committee

During 2013,the year ended December 31, 2016, the Compensation Committee met threefour times to review the performance of the executive officers and determine our compensation programs and adjustments. The Compensation Committee currently consists of directorsthe Company, as of December 31, 2016, consisted of Directors Ballance, Bielan, Hogan, Lyga, PasiechnikRobbins and Stetz. Each member of the Compensation Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. Messrs. Mindiak andMr. Coughlin dodoes not participate in the Board of DirectorsDirectors’ determination of their respectivehis compensation as executive officers.Chief Executive Officer or President. The Board of Directors has adopted a written charterCharter for the Compensation Committee and this charterCharter has been posted to our web-site atwww.bcbcommunitybank.netwww.bcbcommunitybank.com.

Roles and Responsibilities. The primary purpose of the Compensation Committee is to conduct reviews of our general executive compensation policies and strategies in order to oversee and evaluate our overall compensation structure and programs. Direct responsibilities include, but are not limited to:

The Compensation Committee approvesreviews, evaluates and recommends to the full Board the compensation paid to the Chief Executive Officer and other officers and directors, includingmembers of executive management, which compensation may include both equity and non-equity compensation. The performance of the Chief Executive Officer and other officersmembers of executive management is reviewed annually by the Compensation Committee. Performance evaluations are generally measured on criteria applicable to the Compensation Committeeexecutive management as a whole and to the specific responsibilities of each executive.member of executive management. While strict numerical formulas are not used to evaluate the performance of our members of executive officers,management, criteria considered include earnings, return on equity, return on assets, asset quality, capital management, risk management, franchise expansion, corporate governance, expertise, and general management skills and each executive’s contribution to our successful operation. These criteria are evaluated not only on current yearcurrent-year performance, but also on the trend of performance over the past several years and within the context of unusual operating and performance issues. Also, takenThe Committee also takes into consideration are factors outside of the control of management, such as the state of the economy, the interest rate environment, regulatory mandates and competition.

OurExcept for our President and Chief Executive Officer, our members of executive officersmanagement generally are generally not engaged directly with the Compensation Committee in setting the amount or form of executive officertheir compensation or director compensation. However, as part of the annual performance review for our members of executive officersmanagement other than the Chief Executive Officer, the Compensation Committee considers the Chief Executive Officer’s perspective on each member of executive officer’smanagement’s individual performance. In addition, the Compensation Committee may delegate to management certain of its duties and responsibilities, including the adoption, amendment, modification or termination of benefitthe Bank’s tax-qualified retirement plans and health and welfare plans. The Compensation Committee also reviews, evaluates and determines the form and amount of compensation paid to our non-management directors from time to time.

directors.

The Compensation Committee has sole authority and responsibility under its charterCharter to approve the engagement of any compensation consultant it uses and the fees for those services. However, theThe Compensation Committee did not engage a compensation consultant to assist in determining the amount or form of executive and director compensation paid during the year ended December 31, 2013.2016.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee determinesreviews, evaluates and recommends to the salaries to befull Board the compensation paid each year to the Chief Executive Officer and Presidentother members of executive management, which compensation may include both equity and those executive officers who report directly to the Chief Executive Officer and President.non-equity compensation. None of the members of the Compensation Committee was an officer or

employee of BCB Bancorp, Inc.the Company or BCB Communitythe Bank during the fiscal year ended December 31, 2013,2016, or is a former officer of BCB Bancorp, Inc.the Company or BCB Communitythe Bank.

During the fiscal year ended December 31, 2013,2016: (i) no executive of BCB Bancorp, Inc.the Company or BCB Communitythe Bank served as a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire boardBoard of directors)Directors) of another entity, one of whose executive officers served on the Compensation Committee of BCB Bancorp, Inc.;the Company; (ii) no executive officer of BCB Bancorp, Inc.the Company or BCB Communitythe Bank served as a director of another entity, one of whose executive officers served on the Compensation Committee of BCB Bancorp, Inc.the Company; and, (iii) no executive officer of BCB Bancorp, Inc.the Company or BCB Communitythe Bank served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire boardBoard of directors)Directors) of another entity, one of whose executive officers served as a director of BCB Bancorp, Inc.the Company or BCB Communitythe Bank.

Compensation Discussion and Analysis

Compensation 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 such persons to successfully implement our business strategy and other corporate objectives. The overall objectives of our compensation program is to retain, motivate and reward employees and officers (including Named Executive Officers, as defined below) for performance, and to provide competitive compensation to attract talent to our organization. In addition, our executive compensation program is designed to align pay with performance in a manner consistent with safe and sound business practices and sustainable financial performance consistent with shareholder interests. We recognize that we operate in a competitive environment for talent. Therefore, our approach to compensation considers a range of compensation techniques as we seek to attract and retain key personnel.

We intend to base our compensation decisions on four basic principles:

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.

This discussion is focused specifically on the compensation of the following executive officers, each of whom is named in the Summary“Executive Compensation TableSummary” which appears later in this section. Kenneth D. Walter resigned as Chief Financial Officer of BCB Bancorp, Inc. and BCB Community Bank on February 12, 2014. Thomas M. Coughlin was appointed Interim Chief Financial Officer of BCB Bancorp, Inc. and BCB Community Bank on February 19, 2014.herein. These five current executives are referred to in this discussion as ��Named“Named Executive Officers.”

Designing our Compensation Program.Our compensation program is designed to reward the Named Executive Officers based on their level of assigned management responsibilities, individual experience and performance levels, and knowledge of our organization.levels. The creation of long-term value is highly dependent on the development and effective execution of a sound business strategy by our Named Executive Officers.

Other considerations influencing the design of our executive compensation program are:

Role of the Compensation Committee and Certainthe Named Executive Officers.Our Compensation Committee and President and Chief Executive Officer have a significant role in helping us achieve our compensation objectives and designing our compensation program. The Compensation Committee is responsible for overseeing and making recommendations to the full Board of Directors with respect to our compensation program related to the Named Executive Officers. The Compensation Committee regularly evaluates and approvesrecommends the elements of total compensation payable to the Named Executive Officers. In making these determinations, the Compensation Committee considers eachthe Named Executive Officer’s level of job responsibility, the compensation paid by peers for similar levels of responsibility, industry survey data regarding executive compensation and our financial condition and performance.

The President and Chief Executive Officer provides the Compensation Committee with input regarding our employee compensation philosophy, process and compensation decisions for employees other than himself. In addition to providing factual information such as company-wide performance on relevant measures, the President and Chief Executive Officer articulates senior management’s views on current compensation programs and processes, recommends relevant performance measures to be used for future evaluations and otherwise provides information to assist the Compensation Committee. The President and Chief Executive Officer also provides information about individual performance assessments for the other Named Executive Officers and expresses to the Compensation Committee his views on the appropriate levels of compensation for the other Named Executive Officers for the ensuing year.

The President and Chief Executive Officer participates in Compensation Committee activities purely in an informational and advisory capacity andcapacity. He has no vote in the Compensation Committee’s decision-making process. The President and Chief Executive Officer does not attend the portions of compensation committeeCompensation Committee meetings during which his performance is evaluated or his compensation is being determined. No executive officer otherNamed Executive Officer (other than the President and Chief Executive OfficerOfficer) attends the portions of compensation committeeCompensation Committee meetings during which the performance of the other Named Executive Officers is evaluated or their compensation is being determined.

Use of Consultants. In 2013,2016, the Board of Directors, in concert with the Compensation Committee, did not engage the services of a compensation consultant.

Elements of Compensation. Our compensation program with respect to our Named Executive Officers primarily consists of the following:

The Compensation Committee seeks to create what it believes is the best mix of each element of compensation in delivering therecommending a Named Executive Officer’s total compensation. For each Named Executive Officer, a significant percentage of total cash compensation is at-risk, meaning that it will generally be earned when BCB Bancorp, Inc. orthe Company, the Bank and the Named Executive Officer isare successful in ways that are aligned withrealizing the interests of the Company and support BCB Bancorp, Inc.’s interests. the Bank.

The Compensation Committee reviewed compensation for the year ended December 31, 20132016, for the Named Executive Officers, relative to the competitive market and relative to the results delivered on established objectives and performance criteria, and concluded that each Named Executive Officer’s compensation was consistent with market practice and was based on reasonablethe Named Executive Officer’s performance. Additionally, since our shareholders strongly approved our compensation program as described in our Definitive Proxy Statement for the Annual Meeting of Shareholders filed with the SEC on March 18, 2013, we designed28, 2016, our compensation program for the fiscal yearsyear ended December 31, 2013 and December 31, 20142016, was designed to be materially consistent.consistent with the compensation program for the fiscal year ended December 31, 2015.

Base Salary. Base salary is the primary source of compensation for services performed during the year for all employees. On an annual basis, the Compensation Committee reviews the base salaries of the Named Executive Officers and primarily considers:

Base salaries are reviewed annually and adjusted from time-to-time to realign base salaries with market levels, after taking into account the considerations discussed above. Based on the foregoing, the Compensation Committee recommended to the full Board that the annual rates of base salary for Messrs. Coughlin, Javitz and Keating remain as follows:

Details regarding the base salary earned by the Named Executive Officers are included in the Summary“Executive Compensation TableSummary” following this section. The Compensation Committee set the base salaries for Messrs. Mindiak, Coughlin, Walter and Saleem at $217,500, $217,500, $180,000 and $175,000 respectively, for 2013, based on the considerations set forth above. Mr. Pawlo’s 2013 base salary was initially set at $130,000. However, the Compensation Committee increased his base salary to $190,000 so that it is competitive relative to our market area.

Non-Equity Bonus and Incentive Compensation. The Compensation Committee has the authorityability to awardreview, evaluate and recommend to the full Board discretionary bonus payments to the Named Executive Officers. For 2013, Messrs. Mindiak, Coughlin, Walter, Saleem and Pawlo were each eligible to receive a bonus payment up to 50% of their base salary. The Named Executive Officer’s bonus payment may be further increased if his performance exceeded all expectations and made a contribution to BCB Bancorp, Inc. and BCB Community Bank well beyond what was originally envisioned by the Compensation Committee.

While strict numerical formulas arewere not used to quantify the bonus payments payable to the Named Executive Officers’ bonus payments,Officers in 2016, both company-wide and individually-based performance objectives are used by the Compensation Committee to determinerecommend bonus payments. Company-wide performance objectives focus on growth, expense control, and asset quality in particular(particularly the quality of our loan portfolio and positive results of our quality control audits,audits), compliance audits and regulatory safety“safety and soundnesssoundness” examinations. Such performance objectives are customarily used by similarly-situated financial institutions in measuring performance. Individually-based performance objectives are determined based on the individual’s responsibilities and contributions to our successful operation. Both the company-wide and individually-based performance objectives are evaluated by the Compensation Committee on an annual basis and also as a trend of performance measured over the prior three years. The Compensation Committee also takes into consideration outside factors that impact our performance, such as national and local economic conditions, the interest rate environment, regulatory mandates and the level of competition in our primary market area.

See the SummaryThe “Executive Compensation TableSummary” below forprovides the bonus payments thatwhich were earned bypaid to the Named Executive Officers for 2013.in 2016.

Equity Compensation. The Compensation Committee provideshas the ability to review, evaluate and recommend to the full Board stock option awards to be granted to the Named Executive Officers under our 2011 Stock Option Plan, in an effort to focus their attention on our sustained, long-term financial performance. A stock option award gives the recipient the right to purchase shares of our common stock at a specified price during a specified period of time. The Compensation Committee believes that stock option awards: (1) reward the Named Executive Officers for long-term, sustained performance and stock price growth; (2) align the Named Executive Officers’ interests with our shareholders through stock ownership; and (3) provide an incentive to the Named Executive Officers to remain employed with BCB Bancorp, Inc.the Company and BCB Communitythe Bank through the vesting periods of the stock option awards.

In 2013, Messrs. Mindiak,2016, Mr. Coughlin and Walter werewas granted stock option awards thatunder the 2011 Stock Option Plan. The options granted to Mr. Coughlin vest at a rate of 10%33.33% per year over ten years commencing on the first anniversary of the grant date.three years. The Compensation Committee believes that a ten-year vesting schedule for the stock option awards will significantly focusalign the executive’s attention onName Executive Officer’s interests with the long-term performance of BCB Bancorp, Inc.the Company and BCB Communitythe Bank.

Severance Benefits.We currently maintain employment agreements with Messrs. MindiakCoughlin, Keating and Saleem,Javitz, which provide them with severance payments in the event of their involuntary termination or constructive termination of employment without cause. In addition, the employment agreements provide payments to such executivesthem in the event of a change in control of BCB Bancorp, Inc.the Company or BCB Communitythe Bank, which would be paid in lieu of any severance payments that are triggered as a result of theirhis termination of employment thereafter. Mr. Walter does not currently have an employment agreement due to his resignation as Chief Financial Officer of BCB Bancorp, Inc. and BCB Community Bank on February 14, 2014.

In addition, we currently maintain executive agreements with Messrs. Mindiak, Coughlin and Saleem that will reimburse them for any tax liability that is incurred in the event any payments made in connection with a change in control trigger penalties under Sections 280G and 4999 of the Internal Revenue Code. The rationale of the executive agreements is to provide the executives with their intended change in control payments without any reduction for tax penalties related to the payments.

Please see “Executive Compensation- Benefit Plans” below for a more thorough description of these agreements. Please also see “Executive Compensation - TerminationCompensation-Termination Payment Table” below for more information related to the payments that would be made under certain scenarios with respect to these agreements.

Retirement Plans.The Named Executive Officers are eligible to participate in our 401(k) plan on the same terms as other employees. Under the plan, each eligible employee is permitted to defer, on a pre-tax basis, up to 15%25% of his or her annual salary for retirement (subject to limitations under the Internal Revenue Code). We contributeThe Bank contributes an amount equal to 100% of the first 3% of an employees’employee’s contribution, and 50% of the next 2% of an employees’employee’s contribution. We do not provide our employees, including the Named Executive Officers, with any non-qualified supplemental retirement benefits.

Health and Welfare Benefits. We provide group health, dental and vision insurance coverage to our employees, including the Named Executive Officers, with the employees being responsible for a portion of the premiums. The Compensation Committee believes these benefits are appropriate and assist the employees in fulfilling their employment obligations.

Tax and Accounting Implications. In consultation with our advisors, we evaluate the tax and accounting treatment of our compensation program at the time of adoption and on an annual basis to ensure that we understand the financial impact of the program. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences. To preserve maximum flexibility in the design and implementation of our compensation program, we have not adopted a formal policy that requires all compensation to be tax deductible. However, to the greatest extent possible, we intend to structure our compensation program in a tax efficient manner.

Risk Management.The. 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 BCB Bancorp, Inc.the Company or BCB Communitythe Bank. In addition, the Compensation Committee believes that the mix and design of the elements of our compensation program will encourage our senior management to act in a manner that is focused on the long-term valuation of BCB Bancorp, Inc.the Company and BCB Communitythe Bank.

The Compensation Committee regularly 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 value of BCB Bancorp, Inc.Company and BCB Communitythe Bank. With respect to our non-equity bonus compensation program, the Compensation Committee reviews and approvesutilized both the company-wide and individual performance objectives that are used to determinerecommend the bonus payments made to our employees.made. The performance objectives selected are customary performance metrics for financial institutions in our peer group. In addition, because the Compensation Committee evaluates the company-wide performance objectives as a trend of performance over the prior three years, the long-term financial performance of BCB Bancorp, Inc.the Company and BCB Communitythe Bank is directly correlatedin correlation with the amount ofany bonus payments awarded to our employees.awarded.

Finally, by implementing ourrecommending the granting of stock options under the Company’s equity compensation program,incentive plan, the Compensation Committee has putattempted to place more of our common stock into the hands of our employees which willin an effort to align their interests with those of our shareholders, and in turnwhich should contribute to long-term shareholder value and decrease the likelihood that theyour employees would take excessive risks that couldwhich might threaten the value of their common stock received under our equity compensation program.

Report of the Compensation Committee on Executive Compensation

The Compensation Committee has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Compensation Committee recommendedrecommends to the Board of Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this report by reference, and shall not otherwise be deemed filed with the Securities and Exchange Commission.

This report has been provided by the Compensation Committee:

Robert Ballance (Chairman)

Judith Q. Bielan

Mark D. Hogan

Joseph Lyga

Alexander PasiechnikSpencer B. Robbins

Gary S. Stetz

ExecutiveExecutive Compensation

Summary Compensation Table. The following table sets forth for the years ended December 31, 2013, 2012 and 2011, certain information as to the total compensation paid to Donald Mindiak, who servedThomas Coughlin, as the principal executive officer of BCB Bancorp, Inc.,the Company and the Bank, Thomas Coughlin, who served as the principal operating officer of BCB Bancorp, Inc., Kenneth D. Walter, who servedKeating, as the principal financial officer of BCB Bancorp, Inc.,the Company and the twoBank, and the three other most highly compensatedexecutivehighly-compensated officers who received total compensation of at least $100,000 from BCB Bancorp, Inc.the Company or BCB Communitythe Bank during the year ended December 31, 2013. On February 12, 2014, Mr. Walter resigned as Chief Financial Officer of BCB Bancorp, Inc. and BCB Community Bank. Each of the individuals2016. The officers listed in the table below is referred to asare each a “Named Executive Officer.”

EXECUTIVE COMPENSATION SUMMARY

Grants of Plan-Based Awards. The following table provides information for grants of plan-based awards made to our Named Executive Officers in the year ended December 31, 2013 as to grants of plan-based awards for our Named Executive Officers.2016.

Benefit Plans

Employment Agreements. On July 6, 2010, BCB CommunitySeptember 9, 2015, the Bank entered into an employment agreement with Mr. Walter, theCoughlin, effective as of July 1, 2015. The employment agreement has a term of which ended on February 12, 2014 in connection with Mr. Walter’s resignation. In addition, on July 30, 2013, BCB Community Bank entered into employment agreements with Messrs. Mindiak and Saleem that supersede and replace their individual employment agreements dated July 30, 2012. The employment agreements for Messrs. Mindiak and Saleem will each expire on July 31, 2014. Mr. Coughlin does not currently have an employment agreement.three years.

EachMr. Coughlin's employment agreement provides Messrs. Mindiak, Walter and Saleem withhim an annual base salary of $217,500, $180,000 and $175,000 respectively, plus a discretionary bonus up to 50%$400,000. The Board of Directors of the executive’s annual salary inBank has the discretion to award a performance bonus each year. The bonus may be further increased if the executive’s performance exceeded all expectations and made a contribution to BCB Bancorp, Inc. and BCB Community Bank well beyond what was originally envisioned by the Compensation Committee. Please see the “Compensation Discussion and Analysis” for further details regarding the methodology for determining discretionary bonus payments.Mr. Coughlin. In addition, Messrs. Mindiak, Walter and Saleem areMr. Coughlin is entitled to participate in incentive compensation and bonus plan arrangements and employee benefit plans offered by BCB Communitythe Bank, and will be reimbursed for business expenses incurred.

In the event of the executive’sMr. Coughlin's involuntary termination of employment for reasons other than cause, disability or death, or in the event the executive resigns during the term of the agreement for “good reason” (as defined therein), each executive, with the exception of Mr. Walter,he will be entitled toto: (i) a lump sum severance payment equal to one times base salary,of $400,000; and (ii) continued life insurance coverage and non-taxable medical and dental insurance coverage that will cease upon the earlier of (A) the

end of the term of his employment agreement oragreement; (B) the date on which such coverage is made available to the executiveMr. Coughlin through subsequent employment. Foremployment; or (C) the date Mr. Walter,Coughlin becomes eligible for Medicare coverage.

Upon the occurrence of a change in control of the Company or the Bank (as defined in Mr. Coughlin's employment agreement), he will be entitled to receive a lump sum payment equal to $800,000. The change in control payment would be made in lieu of any severance payments that may be triggered under the employment agreement because of Mr. Coughlin's involuntary termination of employment for reasons other than cause, disability or death.

Upon termination of employment other than following a change in control or involuntary termination of employment for reasons other than cause, disability or death, Mr. Coughlin agrees not to compete with the Bank for one year following his termination of employment with the Bank by accepting employment with a bank or any other entity which competes with the business of the Bank within 25 miles of any location(s) in which the Bank has business operations or has filed an application for regulatory approval to establish business operations.

The Bank entered into an employment agreement with Mr. Javitz, effective as of July 1, 2016. The employment agreement has a term of one year.

Mr. Javitz's employment agreement provides him an annual base salary of $220,000. The Board of Directors of the Bank has the discretion to award a performance bonus to Mr. Javitz. In addition, Mr. Javitz is entitled to participate in incentive compensation and employee benefit plans offered by the Bank, and will be reimbursed for business expenses incurred.

In the event of Mr. Javitz's involuntary termination of employment for reasons other than cause, disability or death, he will be entitled to: (i) a lump sum severance payment equal to three times the sum of his average annualized base salary and average rate of bonus paid to him during the three years prior to termination,$220,000; and (ii) continued life insurance coverage and non-taxable medical and dental insurance coverage that will cease upon the earlier of: (A) the end of (A) three years afterthe term of his date of terminationemployment agreement; or, (B) the date on which such coverage is made available to himMr. Javitz through subsequent employment.

Upon the occurrence of a change in control of BCB Bancorp, Inc.the Company or BCB Communitythe Bank (as defined under each executive’sin Mr. Javitz's employment agreement), each executive, with the exception of Mr. Walter,he will be entitled to receive a lump sum payment equal to three times his average annualized base salary paid during the three years prior to the change in control (or such fewer number years employed with BCB Community Bank). For Mr. Walter, he will receive a lump sum payment equal to three times the sum of his average annualized base salary and annual bonus paid during the three years prior to the change in control (or such fewer number of years employed with BCB Community Bank). For all executives, the$220,000. The change in control payment would be made in lieu of any severance payments that aremay be triggered under the employment agreement following a change in control.because of Mr. Javitz's involuntary termination of employment for reasons other than cause, disability or death.

Upon termination of employment other than following a change in control each executiveor involuntary termination of employment for reasons other than cause, disability or death, Mr. Javitz agrees not to compete with BCB Bancorp, Inc. or BCB Communitythe Bank for one year following his termination of employment with the Bank by accepting employment with a bank or any other entity which competes with the business of the Bank within 25 miles of the locationsany location(s) in which BCB Bancorp, Inc. or BCB Communitythe Bank has business operations or has filed an application for regulatory approval to establish an office.business operations.

Executive Agreements. On December 10, 2008, BCB Bancorp and BCB Community

The Bank entered into an executiveemployment agreement with Messrs. Mindiak and Coughlin.Mr. Keating, effective as of July 1, 2016. The employment agreement has a term of one year.

Mr. Keating's employment agreement provides him an annual base salary of $220,000. The Board of Directors of the Bank has the discretion to award a performance bonus to Mr. Keating. In addition, on July 6, 2010, BCB Bancorp, Inc.Mr. Keating is entitled to participate in incentive compensation and BCB Communityemployee benefit plans offered by the Bank, entered into an executive agreement with Messrs. Walter and Saleem. However, as of February 12, 2014, Mr. Walter no longer has an executive agreement.will be reimbursed for business expenses incurred.

Under the executive agreements, in

In the event of Mr. Keating's involuntary termination of employment for reasons other than cause, disability or death, he will be entitled to: (i) a lump sum severance payment of $220,000; and (ii) continued life insurance coverage and non-taxable medical and dental insurance coverage that will cease upon the earlier of: (A) the end of the term of his employment agreement; or, (B) the date on which such coverage is made available to Mr. Keating through subsequent employment.

Upon the occurrence of a change in control of BCB Bancorp, Inc.the Company or BCB Communitythe Bank the executive would(as defined in Mr. Keating's employment agreement), he will be entitled to receive a gross-uplump sum payment equal to cover applicable excise taxes, if$220,000. The change in control payment would be made in lieu of any onseverance payments that may be triggered under the compensationemployment agreement because of Mr. Keating's involuntary termination of employment for reasons other than cause, disability or benefits paiddeath.

Upon termination of employment other than following a change in control or involuntary termination of employment for reasons other than cause, disability or death, Mr. Keating agrees not to compete with the Bank for one year following his termination of employment with the Bank by BCB Bancorp, Inc.accepting employment with a bank or BCB Community Bank that are considered “excess parachute payments” under Sections 280G and 4999any other entity which competes with the business of the Internal Revenue Code such thatBank within 25 miles of any location(s) in which the net amount retained by the executive after the deduction of the excise and other applicable taxes on the gross-up payment would equal the amount of compensationBank has business operations or benefits duehas filed an application for regulatory approval to the executive.establish business operations.

Outstanding Equity Awards at Year End.The. The following table sets forth information with respect to our outstanding equity awards as of December 31, 20132016, for our Named Executive Officers.

____________

Options Exercised and Stock Vested.The following table sets forth information for No stock options were exercised by any of the Named Executive Officers with respect to option exercises during the fiscal year ended December 31, 2013.2016.

___________________

Stock Benefit Plans

BCB Bancorp, Inc. Stock Option Plans.Outside directors and employees of BCB Bancorp, Inc., BCB Communitythe Company, the Bank or their affiliates are eligible to participate and receive awards under the BCB Bancorp, Inc., 2011 Stock Option Plan (“2011 Stock Option Plan”), BCB Bancorp, Inc. 2003 Stock Option Plan (“2003 Stock Option Plan”) and the BCB Bancorp, Inc. 2002 Stock Option Plan (“2002 Stock Option Plan”). BCB Bancorp, Inc.The Company reserved 900,000 358,910 and 241,980 shares of common stock to be issued pursuant to grants toof stock option awardsoptions under the 2011 Stock Option Plan, 2003 Stock Option Plan and the 2002 Stock Option Plan, respectively. Plan.

A stock option gives the recipient the right to purchase shares of common stock of BCB Bancorp, Inc.the Company at a specified price during a specified period of time. Awards may be granted as either incentive or non-statutory stock options. Incentive stock options have certain tax advantages and must comply with the requirements of Section 422 of the Internal Revenue Code. Only employees are eligible to receive incentive stock options. Shares of common stock purchased upon the exercise of a stock option must be paid for in full at the time of exercise either in cash or with common stock owned by the recipient.

Pamrapo Bancorp, Inc. 2003 Stock Based Incentive Plan.The Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan (“Pamrapo Stock Plan”) was adopted by Pamrapo Bancorp, Inc.Unless otherwise specified in 2003 and was assumed by BCB Bancorp, Inc. on July 6, 2010 asan award agreement, the vesting of stock options will accelerate upon death, disability or a resultchange in control of the merger between BCB Bancorp, Inc. and Pamrapo Bancorp, Inc. FollowingCompany or the completion of the merger, each option granted by Pamrapo Bancorp, Inc. to purchase shares of Pamrapo Bancorp, Inc. common stock was converted automatically into an option to purchase shares of BCB Bancorp, Inc. common stock. No additional equity awards have been issued by BCB Bancorp, Inc. under the Pamrapo Stock Plan. As of December 31, 2013, there are a total of 10,569 outstanding stock option awards under the Pamrapo Stock Plan, 7,569 of which have been issued to Mr. Walter. Each outstanding stock option award is fully vested and exercisable by the recipient.Bank.

Tax-Qualified Benefit Plans

401(k) Plan.BCB Community. The Bank maintains the BCB Community Bank 401(k) Plan, a tax-qualified defined contribution retirement plan, for all employees who satisfied the 401(k) plan’s eligibility requirements. Employees are eligible to participate in the plan as follows: for employees hired prior to September 1, 2014, upon completion of one year of service with BCB Communitythe Bank; for employees hired on September 1, 2014, through December 31, 2014, upon completion of six months of service with the Bank; for employees hired on January 1, 2015, and thereafter, upon completion of one year of service with the Bank. The 401(k) plan allows a participant to contribute, on a pre-tax basis, up to 15%25% of his or her annual salary, provided that the contribution does not exceed the maximum salary deferral contribution limit set forth by the Internal Revenue Service, which was $17,500$18,000 for 2013.2016 for Employees under 50 years of age, and $24,000 for 2016 for Employees over 50 years of age. In addition, BCB Communitythe Bank may make: (i) discretionary qualified non-elective contributions; and/or (ii) discretionary matching contributions to the 401(k) plan, both of which will be allocated to a participant’s individual account based on the ratio his or her compensation bears to the total compensation of all participants. A participant is always 100% vested in his or her elective deferrals and the qualified non-elective contributions thatwhich were allocated to his or her account. BCB Community Bank’sThe Bank may make profit-sharing contributions that wereat its discretion which will be allocated annually in accordance with the terms of the 401(k) plan. Any discretionary matching contributions and/or profit-sharing contributions made by the Bank which are allocated to a participant’s account will become vested at the rate of 20% per year, starting upon completion of two years of credited service, and will be fully vested upon completion of six years of credited service. However, a participant will immediately become 100% vested in theany profit sharing contributions upon his or her death, disability, or attainment of age 65 while employed with BCB Communitythe Bank. Generally, a participant (or participant’s beneficiary) may receive a distribution from his or her vested account on or after the normal retirement date (age 65) or upon termination of employment.

Each participant has an individual account under the 401(k) plan and may direct the investment of his or her account among a variety of investment options available, including the purchase of BCB Bancorp, Inc.Company common stock through the BCB Bancorp Stock Fund.

Potential Payments Upon Termination or Change in Control.- The following table sets forth estimates of the amounts that would be payable to the Named Executive Officers upon the executive’s voluntary resignation, normal retirement, involuntary termination without cause or resignation for “good reason,” termination of employment for “cause,”(for a reason other than cause), disability, death, or a change in control, death or disability, if such termination were effective as of December 31, 2013. Vested2016. The table below does not reflect amounts with respect to plans or accrued benefits under tax-qualified plans are disclosed elsewhere in the Annual Report on Form 10-K.arrangements generally available to all employees. The actual amounts to be paid upon any future termination can only be determined at the time of such actual separation.

___________________

Director Compensation

Directors’ Summary Compensation Table.Set. Set forth below is summary compensation for each of our non-employee directorsNon-employee Directors for the year ended December 31, 2013.2016. Compensation paid to directorsDirectors who are also Named Executive Officers is reflected above in the “Executive Compensation – Summary Compensation Table.”Summary” above.

Director Fees

MembersNon-employee Directors of the BoardCompany received an annual retainer of Directors and the committees of BCB Bancorp, Inc. did not receive separate compensation$10,000 for their serviceservices for the fiscal year ended December 31, 2013.

During2016. Thomas Coughlin, who is a Director of the Company and also an executive officer of the Company, received an annual retainer of $10,000 for his services as a Director of the Company for the fiscal year ended December 31, 2013,2016. The Directors of the Company did not receive any other remuneration for their services as directors of the Company for the fiscal year ended December 31, 2016.

Non-employee Directors of the Bank received an annual retainer of $20,000 for their services for the fiscal year ended December 31, 2016. Thomas Coughlin, who is a Director of the Bank and also an executive officer of the Bank, did not receive an annual retainer for his services as a Director of the Bank for the fiscal year ended December 31, 2016.

During the fiscal year ended December 31, 2016, non-employee Directors of the Bank received fees and retainers ranging from $49,500 to $55,000. The fee amounts are determined by membership on Board committees and attendance at Board and Committee meetings. Non-employee directors of the Bank receive $1,000 for each Board meeting, $500 for each Special Board meeting and the following as designated members of the Board of Directors of BCB Community Bank received fees ranging from $45,900 to $56,400 where the fee amount was determined based on tenurebelow Committees: (1) Audit, Compensation, Investment, Loan, Nominating/Corporate Governance and term of service. MembersSite Committees - $300/meeting; (2) Joint ALCO/ERM/Budget Committee - $500/meeting; and, (3) members of the BoardInformation Technology Committee are not paid. In order to be paid, a director must physically be in attendance at a meeting. Thomas Coughlin, who is a Director of Directors of BCB Communitythe Bank who areand also an executive officersofficer, did not receive any fees for the year ended December 31, 2013. Each employee-director received only an annualor a retainer of $7,000 for his services as a director.Director of the Bank for the fiscal year ended December 31, 2016.

Director Plans

Stock Benefit Plans. Directors are eligible to participate in the 2011 Stock Option Plan, the 2003 Stock Option Plan and the 2002 Stock Option Plan. Please see the descriptions of eachthe plan set forth above under “Executive Compensation – Stock Benefit Plans” for further details.

Deferred Compensation Plan for Directors.The Board of Directors of BCB Communitythe Bank adopted the 2005 Director Deferred Compensation Plan (the “2005 Deferred Plan”), which became effective on October 1, 2005. The 2005 Deferred Plan is designed to comply with the requirements of Section 409A of the Internal Revenue Code. All members of the Board of Directors of BCB Communitythe Bank are eligible to participate in the plan.2005 Deferred Plan. Pursuant to the 2005 Deferred Plan, a participant may elect to defer, on a pre-tax basis, receipt of all or any portion of the 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. BCB CommunityThe Bank credits the deferred amounts to a bookkeeping account. Interest is paid on such deferred amounts at a rate equal to the rate payable on BCB Communitythe Bank’s highest paying time deposit, as determined as of the first day of each month, or as adjusted from time to time. BCB CommunityThe Bank may establish a rabbi trust“rabbi trust” to which BCB Communitythe Bank may deposit such deferrals and interest, but such deposits shall remain subject to the claims of BCB Communitythe Bank’s creditors.

A participant may make a deferral election during the first 30 days of becoming eligible to participate in the 2005 Deferred Plan with respect to amounts earned that year, specifying the amount deferred and the time and form of payment. Deferral amounts continue in effect until the participant files a notice of adjustment with BCB Communitythe Bank. In addition, if the amount of director fees and/or retainers is increased, the participant may increase the amount of his or her deferral by filing a notice of adjustment with BCB Communitythe Bank. Such adjustments take effect as of January 1 following the date the notice is given to BCB Communitythe Bank. Such deferral election is irrevocable with respect to the calendar year for which it is filed, provided, however, that a participant may delay distributions or modify a previous deferral election if: (i) the new deferral election is not effective for 12 months, (ii) the original distribution date is at least 12 months from the date of the change in the election, and (iii) the new distribution date must be at least five years after the original distribution date.

Deferred fees 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 as a director of BCB Communitythe Bank, if such date is earlier than his or her designated benefit age. Distributions may also be made earlier than the director’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.

Related Party Transactions

BCB CommunityThe Bank leases its 860 Broadway, Bayonne, New Jersey, branch office from a limited liability company owned by directors Hogan, Ballance, Bielan, Brogan, Collins, Coughlin, Lyga Pasiechnik and Pellegrini, the estate of former director Tagliareni, and former director Tagliareni.Pasiechnik. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, we believe that the terms and conditions of the lease are comparable to terms that would have been available from a third party that was unaffiliated with BCB Communitythe Bank. During 2013,2016, total lease payments of $165,000 were made to the limited liability company. Payments under the lease currently total $13,750 per month. Each director and former director’s percentage ownership in the limited liability corporation is divided equally among 10 individuals. BCB Community

The Bank also leases its branch office located in Woodbridge, NJNew Jersey, from anothera limited liability company, a portion of which is owned by directors Robbins and Stetz. During 2013, the2016, total lease payments of $165,106$170,848 were made to thethat limited liability company. Payments under the lease currently total $13,953$15,476 per month.

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 $120,000 (other than through a loan) during the preceding year. In addition, no directors, executive officers or immediate family members of such individuals were involved in loans from us involving more than $120,000 which were not made in the ordinary course of business and on substantially the same terms and conditions, including interest rate and collateral, as those of comparable transactions prevailing at the time with other unaffiliated persons, and do not include more than the normal risk of collectability or present other unfavorable features.

We require that any transaction in which a director, officer or a member of their immediate family has an interest, and in which BCB Communitythe 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 we 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 BCB Communitythe 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 BCB Communitythe Bank. The entire boardBoard of Directors is responsible for overseeing the application of these policies and procedures, which are part of our 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 Federal Deposit Insurance Corporation and is subject to the insider lending restrictions of the Federal Reserve Act. All loans to our directors and officers are made in conformity with regulations promulgated under the Federal Reserve Act regulations.Act.

PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

Our independent registered public accounting firm for the fiscal year ended December 31, 20132016, was ParenteBeard LLCBaker Tilly Virchow Krause LLP (“ParenteBeard”Baker Tilly”).

The Audit Committee of the Board of Directors has approved the engagement of ParenteBeardBaker Tilly to be our independent registered public accounting firm for the fiscal year ending December 31, 2014,2017, subject to the ratification of the engagement by our shareholders at this annual meeting. Representatives of ParenteBeardBaker Tilly are expected to attend the annual meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.

Shareholder ratification of the selection of the independent registered public accounting firm is not required by our bylawsBylaws or otherwise. However, the Board of Directors is submitting the selection of the independent registered public accounting firm to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the independent registered public accounting firm selected by the Audit Committee, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent accounting firm at any time during the year if it determines that such change is in our best interests and the best interests of our shareholders.

Fees Paid to ParenteBeardBaker Tilly

Set forth below is certain information concerning aggregate fees billed for professional services rendered by ParenteBeardBaker Tilly during 20132016 and 2012:2015:

Audit Fees.The aggregate fees billed to us by ParenteBeardBaker Tilly for professional services rendered for the audit of our annual financial statements, review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory and regulatory filings and engagements was $208,530$210,811 and $232,500 during$205,764, for the fiscal years ended December 31, 20132016, and 2012,December 31, 2015, respectively.

Audit Related Fees.The aggregate fees billed to us by ParenteBeardBaker Tilly for 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“Audit Fees,” above was $49,458,$31,195 and $66,028, for the yearfiscal years ended December 31, 2013. There was no such fee billed to us by ParenteBeard for these services for the year ended2016, and December 31, 2012.2015, respectively.

Tax Fees.The aggregateThere were no fees billed to us by ParenteBeardBaker Tilly for professional services rendered for tax compliance, tax advice and tax planning was $67,159 and $50,513 duringfor the fiscal years ended December 31, 20132016, and 2012, respectively.December 31, 2015. These services includewould have included the calculation and preparation of all pertinent federal and state tax forms relative to us and our subsidiaries, and the maintenance of all applicable schedules and work papers relative to the same.

All Other Fees.AnNo additional fee of $43,484 and $42,767 wasfees were billed to us by ParenteBeard duringBaker Tilly for the fiscal years ended December 31, 20132016, and December 31, 2012, respectively,2015, for services related to eXtensible Business Reporting Language (“XBRL”), compliance services. This service assisted BCB Bancorp, Inc. with filing its consolidated financial statements in accordance with the Securities and Exchange Commission’s final rule, “Interactive Data to Improve Financial Reporting”, effective April 13, 2009.

There were no other fees billed to us by ParenteBeard thatBaker Tilly which are not described above duringfor the yearfiscal years ended December 31, 2013.2016, and December 31, 2015.

The Audit Committee has considered whether the provision of non-audit services, which relate primarily to costs incurred with the management consultingtax compliance services rendered, is compatible with maintaining ParenteBeard’sBaker Tilly’s independence. The Audit Committee concluded that performing such services does not affect ParenteBeard’sBaker Tilly’s independence in performing its function as auditor for us.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Registered Public Accounting Firm

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. AllofAll of the fees paid in the audit-related, tax and all other categories were approved per the pre-approval policies.

Required Vote and Recommendation of the Board of Directors

In order to ratify the selection of ParenteBeardBaker Tilly Virchow Krause LLP as independent registered public accounting firm for the 2014fiscal year ending December 31, 2017, the proposal must receive the affirmative vote of at least a majority of the votes cast at the annual meeting, either in person or by proxy.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF PARENTEBEARD LLCBAKER TILLY VIRCHOW KRAUSE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL III–ADVISORY VOTE ON EXECUTIVE COMPENSATION

The compensation of our PrincipalChief Executive Officer, PrincipalChief Financial Officer and our twothree other most highly compensated executive officersNamed Executive Officers of the Company (“Named Executive Officers”) is described above under the “Compensation Discussion and Analysis” and “Executive Compensation.”Compensation” sections above. Shareholders are urged to read the “Executive Compensation”“Compensation Discussion and Analysis” section of this Proxy Statement, which discusses our compensation policies and procedures with respect to our Named Executive Officers.

In accordance with recently adopted changes to Section 14A of the Exchange Act, shareholders will be asked at the Annual Meeting to provide their support with respect to the compensation of our Named Executive Officers by voting on the following advisory, non-binding resolution:

RESOLVED, that the shareholders of BCB Bancorp, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers described in the Executive Compensation section“Compensation Discussion and Analysis,” and “Executive Compensation” sections of the Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures set forth in that section.those sections.

This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is non-binding on the Board of Directors. Although non-binding, the Board of Directors and the Compensation Committee value constructive dialogue on executive compensation and other important governance topics with our shareholders and encourages all shareholders to vote their shares on this matter. The Board of Directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.

Unless otherwise instructed, validly executed proxies will be voted “FOR” this resolution.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RESOLUTIONSRESOLUTION SET FORTH IN THIS PROPOSAL III.

SHAREHOLDER PROPOSALS

In order to be eligible for inclusion in our proxy materials for next year’s Annual Meeting of Shareholders, any shareholder proposal to take action at such meeting must be received at our executive office, 104-110by the Corporate Secretary, BCB Bancorp, Inc., 595 Avenue C, Bayonne, New JerseyNJ 07002, no later than November 28, 2014. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Exchange Act.December 25, 2017.

OTHER MATTERS

Our Board of Directors is not aware of any business, other than the matters described in this Proxy Statement, to come before the annual meeting other than the matters described above in the Proxy Statement.meeting. However, if any other matter should properly come before the annual meeting, the Proxy Committee of the Board of Directors will have authority to vote its proxies in its discretion with respect to any matter as to which the Board of Directors is not notified at least five business days before the date of thethis Proxy Statement.

MISCELLANEOUS/FINANCIAL STATEMENTS

We will bear the cost of solicitation of proxies. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of our common stock. Our directors, officers and regular employees may solicit proxies personally, by telephone or by telegraph or telephoneany other lawful means without receiving additional compensation.

A FORM 10-K CONTAINING THE COMPANY’S FINANCIAL STATEMENTS AT AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 20132016, IS BEING FURNISHED TO SHAREHOLDERS. THIS DOCUMENTTHE FORM 10-K CONSTITUTES OURTHE COMPANY’S ANNUAL DISCLOSURE STATEMENT. COPIES OF ALL OF BCB BANCORP, INC.’STHE COMPANYS’ FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE AT THE COMMISSION’S WEB SITE (www.sec.gov)(www.sec.gov), ON THE COMPANY’S WEBSITE,www.bcbcommunitybank.com, AND ARE AVAILABLE WITHOUT CHARGE BY WRITING TO BCB BANCORP, INC. AT 104-110595 AVENUE C, BAYONNE, NEW JERSEY 07002, ATTENTION: CORPORATE SECRETARY.

Bayonne, New Jersey

March 17, 201427, 2017

.. IMPORTANT ANNUAL MEETING INFORMATION MMMMMMMMMMMM MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext MMMMMMMMM ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X Annual Meeting Proxy Card • PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • Proposals — The Board of Directors recommends a vote “FOR” Proposals 1, 2 and 3. 1. The election as Directors of all nominees listed below each to serve for a three-year term: For Withhold For Withhold For Withhold + 01 - Robert Ballance 02 - Joseph J. Brogan 03 - August Pellegrini, Jr. 04 - James G. Rizzo For Against Abstain For Against Abstain 2. The ratification of Baker Tilly Virchow Krause, LLP, as the 3. An advisory, non-binding resolution with respect to our Company’s independent registered public accounting firm for executive compensation. the year ending December 31, 2017. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE C 1234567890 J N T 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 1UP X 3178841 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMM + 02J45C

 .. IMPORTANT ANNUAL MEETING INFORMATION IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 27, 2017. THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT: www.envisionreports.com/BCBP • PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • REVOCABLE PROXY — BCB BANCORP, INC. + ANNUAL MEETING OF SHAREHOLDERS APRIL 27, 2017 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned hereby appoints John J. Brogan, Esq., Vice President and General Counsel, with full powers of substitution to act as attorneys and proxies for the undersigned to vote all shares of common stock of BCB Bancorp, Inc. (the “Company”) which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002 on April 27, 2017, at 10:00 a.m. eastern time. John J. Brogan, Esq., Vice President and General Counsel, is authorized to cast all votes to which the undersigned is entitled as follows: THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXY AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. The annual meeting may be postponed or adjourned for the purpose of soliciting additional proxies. Should the undersigned be present and elect to vote at the annual meeting or at any adjournment thereof and after notification to our Corporate Secretary at the annual meeting of the shareholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to our Corporate Secretary at the address set forth on the Notice of Annual Meeting of Shareholders, or by the filing of a later proxy prior to a vote being taken on a particular proposal at the annual meeting. The undersigned acknowledges receipt from the Company prior to the execution of this proxy of a notice of the annual meeting and a Proxy Statement dated March 27, 2017 and the Annual Report on Form 10-K with audited financial statements. PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. +