BCB Bancorp, Inc.

595 Avenue C

Bayonne, New Jersey 07002

March 26, 201819, 2021

Dear Fellow Shareholder:

We cordially invite you to attend the Annual Meeting of Shareholders of BCB Bancorp, Inc. The annual meeting will be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, at 10:00 a.m., Eastern Time, on April 26, 2018.29, 2021.

The enclosed notice of annual meeting and proxy statement describe the formal business to be transacted at the annual meeting. During the annual meeting we will also report on the operations of BCB Bancorp, Inc. Directors and officers, as well as a representative of our independent registered public accounting firm, will be present to respond to any questions that shareholders may have.

The annual meeting is being held so that shareholders may vote upon the following matters: (i) the election of four directors; (ii) the ratification of the appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2018;2021; (iii) the approval of the BCB Bancorp, Inc. 2018 Equity Incentive Plan; (iv) an advisory, non-binding resolution with respect to the executive compensation described in this Proxy Statement; and (v)(iv) an advisory, non-binding proposal with respect tovote on the frequency that shareholders will voteof future advisory votes on the compensation of our named executive compensation.officers.

The Board of Directors has determined that approval of the matters to be considered at the annual meeting is in the best interests of shareholders. For the reasons set forth in the proxy statement, the Board of Directors recommends a vote “FOR” the matters (i) through (iv)its proposed director nominees, as well as proposals (ii) and (iii) above, and for one yeara three-year frequency with respect to matter (v)(iv) above.

On behalf of the Board of Directors, we urge you to sign, date, and return the enclosed proxy card in the postage-paid envelope, or vote by telephone or the Internet by following the instructions on the proxy card, as soon as possible even if you currently plan to attend the annual meeting. This will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the annual meeting. Your vote is important, regardless of the number of shares that you own. Please sign and return the enclosed proxy card promptly. Your cooperation is appreciated, since a majority of the common stock must be represented at the annual meeting, either in person or by proxy, to constitute a quorum for the conduct of business.

Thank you for your continued support of BCB Bancorp, Inc.

Sincerely,

/s/ Mark D. Hogan

Mark D. Hogan

Chairman of the Board

BCB Bancorp, Inc.

595 Avenue C

Bayonne, New Jersey 07002

(201) 823-07001 (800) 680-6872

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

To Be Held Onon April 26, 201829, 2021

Notice is hereby given that the Annual Meeting of Shareholders of BCB Bancorp, Inc. (the “Company”), will be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, on April 26, 201829, 2021, at 10:00 a.m., Eastern Time.

A Proxy Card and a Proxy Statement for the annual meeting are enclosed.enclosed, along with a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

The annual meeting is being held so that shareholders may vote on the following matters:

such other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting.

Any action may be taken on the foregoing proposals at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned. Shareholders of record at the close of business on March 16, 2018,10, 2021, are the shareholders entitled to vote at the annual meeting or any adjournments thereof.

EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANYENVELOPE, OR VOTE NOW BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY GIVEN BY THE SHAREHOLDER MAY BE REVOKED ANY TIME PRIOR TO THE ANNUAL MEETING. A PROXY MAY BE REVOKED BY FILING WITH OUR CORPORATE SECRETARY A WRITTEN NOTICE OF REVOCATION, SUBMITTING A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY VOTING IN PERSON AT THE ANNUAL MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE REGISTERED IN THE NAME OF A BROKER, BANK OR OTHER NOMINEE, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM THE RECORDHOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.CARD.

If your broker holds your shares, they do not have the ability to cast votes with respect to the election of directors or the compensation of the Company’s named executive officers unless they have received instructions from you, as the beneficial owner of the shares. OurIf your shares are held by a broker, it is important that you provide instructions to your broker so your vote is counted in the election of directors and in connection with the matters regarding the compensation of the Company’s named executive officers.

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders: the Company’s Proxy Statement, Annual Report on Form 10-K, and proxy cardscard are available onwww.bcb.bank.online at www.bcb.bank. If you need directions to attend the Annual Meeting and to vote in person, please call us at (201) 823-0700.1 (800) 680-6872.

Bayonne, New Jersey

March 26, 201819, 2021

IMPORTANT: THE PROMPT RETURNVOTING OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.CONVENIENCE OR YOU CAN VOTE BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. IF YOU VOTE BY MAIL, NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

PROXY STATEMENT

BCB Bancorp, Inc.

595 Avenue C

Bayonne, New Jersey 07002

(201) 823-07001 (800) 680-6872

ANNUAL MEETING OF SHAREHOLDERS

To be Held on April 26, 201829, 2021

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 Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, on April 26, 2018,29, 2021, 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 26, 2018.19, 2021.

At the annual meeting, shareholders will vote on the election of four directors, the ratification of the appointment of ourthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, the approval of the BCB Bancorp, Inc. 2018 Equity Incentive Plan, the consideration of2021, an advisory, non-binding resolution with respect to ourthe Company’s executive compensation described in this Proxy Statement, the consideration of an advisory, non-binding proposal with respect tovote on the frequency that shareholders will voteof future advisory votes on ourthe compensation of the Company’s executive compensationofficers, and such other matters as may properly come before the annual meeting or any adjournments thereof.

The Company has elected to prepare this Proxy Statement and other annual and periodic reports as a “smaller reporting company” consistent with the rules of the Securities and Exchange Commission.

REVOCATION OF PROXIESRECORD DATE AND QUORUM

Shareholders who complete proxies retain

Holders of record of our common stock as of the rightclose of business on March 10, 2021, our record date, are entitled to revoke themone vote for each share then held. As of the record date, we had 17,121,319 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the manner described below. Unless so revoked,outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the shares represented by such proxiesannual meeting. Abstentions and broker non-votes will be votedcounted for purposes of determining if a quorum is present. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

In accordance with New Jersey law, a list of shareholders entitled to vote at the annual meeting will 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, as well as the Internet and telephone voting systems, each enables a shareholder to vote “FOR” the election of the nominees proposed by the Board of Directors, or to “WITHHOLD” a vote for the nominees being proposed. Under New Jersey law and the Company’s Restated Certificate of Incorporation, as amended, 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. Therefore, the four nominees for director receiving the highest number of votes cast at the meeting will be elected as directors.

As to the ratification of the Company’s independent registered public accounting firm, by checking the appropriate box a shareholder may: (i) vote “FOR” the ratification of the Company’s independent registered public accounting firm; (ii) vote “AGAINST” the ratification of the Company’s independent registered public accounting firm; or, (iii) “ABSTAIN” from voting for or against the ratification of the Company’s independent 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 the ratification of the Company’s independent registered public accounting firm.

As to the advisory, non-binding resolution with respect to the Company’s 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 proxies marked “ABSTAIN,” is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on the Company, or the Board of Directors, nor will it create or imply any adjournments thereof. Proxies solicitedchange in the fiduciary duties of, or impose any additional fiduciary duty on, behalfthe Company, or the Board of Directors.

As to the advisory, non-binding proposal with respect to the frequency that shareholders will vote on the Company’s executive compensation, a shareholder may select that shareholders: (i) consider the proposal every “ONE YEAR”; (ii) consider the proposal every “TWO YEARS”; (iii) consider the proposal every “THREE YEARS”; or (iv) “ABSTAIN” from voting on the proposal. Generally, approval of any matter presented to shareholders requires the affirmative vote of a majority of the votes cast. However, because this vote is advisory and non-binding, if none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by the Company’s shareholders. Even though this vote will neither be binding on the Company or the Board of Directors, nor create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors, the Board of Directors will be votedtake into account the outcome of this vote 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 and “ONE YEAR” with respect to the advisory proposalmaking a determination on the frequency of the shareholders’ votethat advisory votes on executive compensation.compensation will be included in the Company’s proxy statements.

Proxies may be revoked by sending written noticeThe Board of revocation to our Corporate SecretaryDirectors will designate an inspector of elections who will count the votes at, and certify the address shown above,results of, the submissionannual meeting.

Regardless of the number of shares of common stock owned, it is important that holders of a later-datedmajority of the shares of the Company’s common stock be represented by proxy or by votingpresent in person at the annual meeting. The presence atShareholders are requested to vote by completing the annual meeting of any shareholder who had returned aenclosed proxy shall not revoke suchcard and returning it signed and dated in the enclosed postage-paid envelope, or by telephone or the internet by following the instructions on the proxy unlesscard. Shareholders mailing their proxy card are urged to indicate their vote in the shareholder delivers his or her ballot in person atspaces provided on the annual meeting or delivers a written revocation to our Corporate Secretary prior to the voting of such proxy.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.

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” 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.

Participants in the 401(k) plan sponsored by BCB Community Bank, the Company’s principal operating subsidiary (the “Bank”), own shares of the Company’s common stock through that plan. They will have the right to direct the trustee how to vote the shares of the Company’s common stock allocated to their plan accounts in accordance with the terms of the 401(k) plan.

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 may be revoked by sending written notice of revocation to the Company’s Corporate Secretary at the address shown above, the submission of a later-dated proxy or by voting in person at the annual meeting. You will be able to change your vote as many times as you wish prior to the annual meeting and the last vote received chronologically will supersede all prior votes. 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 the Company’s Corporate Secretary prior to the voting of such proxy.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of our common stock as of the close of business on March 16, 2018, our record date, are entitled to one vote for each share then held. As of the record date, we had 15,055,480 shares of common stock 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 if a quorum is present.

Persons and entities who beneficially own in excess of 5% of ourthe Company’s common stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding such beneficial ownership. A 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. Based upon a reviewThe following table sets forth, as of March 10, 2021, the shares of common stock beneficially owned by each person or entity who was known to us as the beneficial ownership filings required to be filed by the SEC, we are not awareowner of any person who owns in excess ofmore than 5% of ourthe Company’s outstanding shares of common stock.

In accordance with New Jersey law, a list of shareholders entitled to vote at the annual meeting will 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” a vote for the nominees being 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 ratification of our independent registered public accounting firm; (ii) vote “AGAINST” the ratification of our independent registered public accounting firm; or, (iii) “ABSTAIN” from voting for or against the ratification of our independent 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 the ratification of our independent registered public accounting firm.

As to the approval of the BCB Bancorp, Inc. 2018 Equity Incentive Plan, by checking the appropriate box a shareholder may: (i) vote “FOR” the approval of the BCB Bancorp, Inc. 2018 Equity Incentive Plan; (ii) vote “AGAINST” the approval of the BCB Bancorp, Inc. 2018 Equity Incentive Plan; or, (iii) “ABSTAIN” from voting for or against the approval of the BCB Bancorp, Inc. 2018 Equity Incentive Plan. 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 the BCB Bancorp, Inc. 2018 Equity Incentive Plan.

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 proxies marked “ABSTAIN,” 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.

As to the advisory, non-binding proposal with respect to the frequency that shareholders will vote on our executive compensation, a shareholder may select that shareholders: (i) consider the proposal every“ONE YEAR”; (ii) consider the proposal every“TWO YEARS”; (iii) consider the proposal every“THREE YEARS”; or (iv)“ABSTAIN” from voting on the proposal. Generally, approval of any matter presented to shareholders requires the affirmative vote of a majority of the votes cast. However, because this vote is advisory and non-binding, if none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be

considered the frequency recommended by our shareholders. Even though this vote 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 take into account the outcome of this vote in making a determination on the frequency that advisory votes on executive compensation will be included in our proxy statements.

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 AND “ONE YEAR” WITH RESPECT TO THE ADVISORY PROPOSAL ON THE FREQUENCY OF THE SHAREHOLDERS’ VOTE ON EXECUTIVE COMPENSATION.

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.

Name and Address of Beneficial Owners	Amount of Shares Owned and Nature of Beneficial Ownership (1)	Percent of Shares of Common Stock Outstanding
MFP Partners, L.P. MFP Investors, LLC Michael F. Price 909 Third Avenue, 33rd Floor New York, New York 10022	1,020,808 (2)	6.0%
Blackrock, Inc. 55 East 22nd Street New York, New York 10055	858,675 (3)	5.0%

PROPOSAL I - ELECTION OF DIRECTORS

OurThe Company’s Board of Directors is currently composed of 11 members and is divided into three classes, with one class of directors elected each year. OurThe Company’s 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, creating a 12^th member of the Board of Directors.meeting. The Board of Directors has re-nominated Thomas Coughlin, Vincent DiDomenico, Joseph Lyga, and Spencer B. Robbins for three-year terms as directors at the annual meeting. The Board of Directors has nominated Vincent DiDomenico, Jr., for a three-year term as director at the annual meeting. Each nominee of the Board of Directors has consented to being named in this Proxy Statement.

The following table below sets forth certain information, as of March 16, 2018,10, 2021, regarding the composition of ourthe Company’s Board of Directors, including the terms of office of Board members and information regarding ourthe Company’s named executive officers and the executive officers of BCB Community Bank, our principal operating subsidiary (the “Bank”).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.

* Less than 1%.

Biographical Information Regarding Nominees, Continuing Directors and Named Executive Officers

Set forth below is biographical information regarding ourthe Company’s nominees, directors, and executive officers. For the individuals named below, all nominees are directors or nominees forcurrently directors of BCB Bancorp, Inc., the parent company of its wholly-owned subsidiary, BCB Community Bank.Company.

Nominees for Directors:

Thomas M. Coughlin58, is the President and Chief Executive Officer of BCB Bancorp, Inc.,Bank 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 been in the banking industry for over 38 years. He formerly 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. Mr. Coughlin was formerly a Vice President of Chatham Savings Bank and thebefore that as Controller and Corporate Secretary of First Savings Bank of New Jersey. While at FirstBelieving that Bayonne was underserved by community banks, Mr. Coughlin, along with the support of local investors founded Bayonne Community Bank in 2000. After ten years of success, Coughlin, the vigor behind the growth and success of BCB led the way for expansion with the integrations of Pamrapo Savings Bank, of New Jersey, Allegiance Savings, and Indus American Bank.

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 received his C.P.A. designation in 1982, wascurrently serves as the President of the local chapterBayonne Chamber of Commerce, Executive Board Member of the Hudson County Chamber of Commerce, as well as an active member of Friends of Special Children and a Lifetime Rotarian, is the former Commissioner of the Bayonne Rent Control Board, past- President 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. Coughlin is also a member of the NJ Canna Business Association and the NJ Cannabis Association. Mr. Coughlin graduated from Bayonne High School, and receivedearned a B.S.Bachelor of Science degree from Saint Peter’s College.University, Jersey City and received his CPA designation in 1982. Mr. Coughlin providesis also the Boardrecipient of Directors with extensive financialnumerous awards and practical banking experience, thereby providingaccolades from various organizations throughout New Jersey and New York in recognition of his service and dedication to the Board with necessary perspective and insight into the banking industry and the business trends affecting the Company.communities he serves.

Vincent DiDomenico, Jr., 52,is the Founder and Managing Member of Delta Holdings,Equity Management, L.L.C.,et al.,al developers of commercial real estateCommercial Real Estate in the New Jersey and& New York Metropolitan Area. His real estate companies own and manage institutional-grade commercial real estate assets. Mr. DiDomenico has been a Director of the Bank and the Company since May 2017, where he serves on the Loan, Compensation (Chairman), and Law Committees. He isalso served on the Board of Trustees, as well serving as a past long-serving Board of Trustee Member, as well as past two termtwo-term (2003-2005 & 2009-2011) Vice President and a past two termtwo-term (2006-2008 & 2011-2013) President, of the New Jersey Self Storage Association.Association (NJSSA). Mr. DiDomenico is also a former Board of Trustee Member of St. Peter'sPeter’s Preparatory School and a former Board of Trustee Member of Far Hills Country Day School. Prior to founding his current companies, Mr. DiDomenicoDi Domenico was awardeddistinguished as a Deming Scholar from the positionGabelli School of Deming ScholarBusiness at Fordham University Graduate School of Business, from whichwhere he holdsearned an

MBA in Finance and ManagementStatistics, with a concentration in International Business Studies. Prior to his post-graduate academic career, Mr. DiDomenico was a principalHe also currently serves on the Capital Campaign Committee at one of the nation's largest tourThe Delbarton School and travel wholesale companies. He has also served as Co-Chairman of the Far Hills Country Day School GolfCapital Campaign Committee and has served onas well as the Board of Governors for the Archdiocese of Newark.Newark, C.Y.O. and& Young Adult Ministries. He is a graduate of St. Peter'sPeter’s Preparatory School (1984) and a graduate of Villanova University,School of Business where he received a B.S. degree in Finance (1988).Mr. DiDomenico’s extensive real estate development experience provides the Board of Directors with additional perspective and insight into the real estate market and development trends regionally and in the New Jersey and New York Metropolitan Area.

Joseph Lyga58, Joseph Lyga has served onas Independent Director of the Company since its founding in 2000. In 2020, he retired as a Battalion Fire Chief with the Bayonne Fire Department since 1985. He is presentlyafter 35 years, where his roles and duties consisted that of Chief Compliance Officer, Chief IT Manager, as well as supervising a Battalion Chief.group of fire companies engaged in providing fire protection. In addition, Mr. Lyga has been a self-employed contractor in computer technology/network and systems design for the last 25 years in information systems design. He has assisted the Company and the Bank with information technology issues and security since their founding.38 years. Currently, Mr. Lyga has been a directorserves as Chairman of the Company since its incorporation in 2003, andBank’s IT/Steering Committee. The Board of Directors believes Mr. Lyga’s extensive IT-related experience brings valuable insight as both a director of the Bank since 2003.and the Company, as well as to the role of IT/Steering Committee Chairman.

Mr. Lyga attended Marist High School, Jersey City State College, and continued his education at The Chubb Institute for Technology, where he studied computer programming, computer network design, and as a computer technician. Mr. Lyga’s education includes several certifications in the computer field. Mr. Lyga has served as President and Secretary/State Delegate of the Bayonne Fire Department F.M.B.A. Local #211 and has served as President, Vice President, Secretary, and Treasurer of the Bayonne Fire Department F.M.B.A. Local #11. Mr. Lyga is also a member of many clubs and civic organizations throughout the Sicilian Citizens Club. Mr. Lyga graduated from Marist High School and attended New Jersey City University. He also studied computer programming and network design atcommunities the Chubb Institute. Mr. Lyga’s dedicated service to the Bayonne community, his extensive business background and his information technology experience provide the Board with desired insight and information technology context.Company serves.

Spencer B. Robbins65, has been is the managing directorManaging Director of the lawLaw firm of Robbins & Robbins, Esqs. located in Woodbridge, New Jersey for the past 3238 years.  The firm is a full-service law office, with a specialty in civil litigation. Mr. Robbins was a founding member of Allegiance Community Bank which he 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, and served as the Judge for the South Plainfield and Sayreville Municipal Courts,Courts. Mr. Robbins has also been involved with many clients in the real estate development process and was the Municipal Court Judgeis active in other business development. Mr. Robbins also serves as Chairman of the Borough of Sayreville. Mr. Robbins is associated with the Woodbridge Artisan Guild. Mr. Robbins’ extensive experience as a practicing attorney and as the former Chairman and a founder of Allegiance Community Bank provides the Board with valuable insight into legal and banking issues and trends.Bank’s Legal Committee.

Continuing Directors:

Robert Ballance59, retiredhas been a director of the Company since its founding in 2000. Prior to his retirement, Mr. Ballance served as a Battalion Chief with the Bayonne Fire Department. HeMr. Ballance is the owner of a floor covering business located in Bayonne.Bayonne, New Jersey. 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. He previously served as the Treasurer of Bayonne Fire Department Local #11. He is a member of various clubs and civic organizations throughout the Bayonne Elks B.P.O.E. From 1997 to 2001communities the Company serves. Currently, Mr. Ballance was a directorserves as Chairman of the Bayonne Federal Credit Union. Mr. Ballance has owned and operatedCompany’s Budget Committee. With his floor covering business for over 25 years. Mr. Ballance graduated from Marist High School in Bayonne. His lengthy experience as a businessman, community leader, civil servant, and as former director of the Bayonne Federal Credit Union, provide the Board of Directors withbelieves Mr. Ballance brings valuable support and insight.insight as both a director of the Bank and the Company, as well as to the role of Budget Committee Chairman.

Judith Q. Bielan, Esq.,53, is an attorney who has practiced law in New Jersey for over 2830 years. She is an adjunct professor at Montclair State University, teaching Jurisprudence.In 1993 Ms. Bielan founded in 1993, the law firm currently known as Bielan, Miklos & Makrogiannis, P.C., which handles all aspects of real estate, family law, contract disputes, and estate matters. She has represented various banking clients in commercial and residential real estate closings.matters. Ms. Bielan brings to the Board of Directors experience in the areas of real estate, marketing, budgeting, public relations, and collections. She currently serves on the New Jersey State Bar Association Legislative Committee and the Hudson County Bar Association’sAssociation Due Diligence and Family Law and Early Settlement Committees. She continues to serve as a Vice President on the Hudson County Bar Foundation. In the past, sheMs. Bielan has been court-appointed to serve as a Commissioner on the Hudson County Condemnation Board.Board, and has served on the Hudson County Fee Arbitration Committee and Early Settlement Panel. In 2010, Ms. Bielan served aswas named President of the Hudson County Bar Association. Ms. Bielan is a matrimonial attorney certified by the New Jersey Supreme Court. In 2005 she received the Hudson County Family Lawyer of the Year Award. 

Throughout her career, Ms. Bielan has servedcontinued to serve the NJNew Jersey and Hudson County communities by volunteering as a Trustee on the Board of “Women Rising,” by coaching both boys’ and girls’ basketball at the Bayonne PAL, by teaching Jurisprudence at Montclair State University and servingAdult Education Classes at Bayonne High School.  From 2001 – 2010 she served on the Advisory Board and then as Vice Chair ofon the Board of Trustees of Holy Family Academy of Bayonne. In 2014, she was inducted into the Bayonne PAL Hall of Fame. Ms. Bielan’s legal experience and her service to the Bayonnevarious organizations in her community ledlead to her appointment as a member of the

Board of Directors at the Company’s founding. Ms. Bielan holds degrees from Montclair State College (now University) and Seton Hall University School of Law.

Joseph J. Brogan,78, has owned and operated his State Farm Insurance Agency in Bayonne for 54 years. Mr. Brogan has been a director Ms. Bielan currently serves as Chair of the Company since its incorporation in 2003, and a director of the Bank since 2003. He is the former President of the New Jersey State Farm Agents' Association, and is currently a member of the Knights of Columbus and the Fraternal Order of Elks. Mr. Brogan graduated from Seton Hall Preparatory School, 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. His extensive experience in the insurance industry and as a real estate and securities investor are significant assets to the Board of Directors.Bank’s Site Committee.

James E. Collins69, retired in 2010 as Senior Lending Officer of BCB Community Bank. Mr. James Collins hadhas worked in the banking industry since 1972. He is1972, and currently serves as a board member for the former Vice PresidentBank and the Company. Mr. Collins was one of the founders of BCB, which opened in 2000, in the role of VP/Senior Lending Officer and Community Reinvestment Officer. Prior to that, Mr. Collins was Senior Lender at First Savings and Loan Association, where he worked for 28 years. Mr. Collins retired from the Bank in 2010. Currently, he serves as Chairman of New Jersey. the Bank’s Loan Committee. In addition to chairing the Bank’s Loan Committee, Mr. Collins brings experience to the board that covers all phases of the lending process, as well as valuable experiences with CRA, regulatory reviews, appraisal functions, and compliance in the lending area. Through Mr. Collins’ experience and knowledge of the markets in which the Company operates, he provides referrals to management for new business, advice, and suggestions to both management and the board.

He has also served as that bank’s Community Reinvestment Officer and as a member of its 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 pastPast President of Ireland’s 32 and as citywide directorDirector for Bayonne’sthe Bayonne C.Y.O. Sports Programs. Mr. Collins issports programs. He has served as a former Trustee ofand Treasurer for the Bayonne Education Foundation and is currentlywas a member of the Directorate ofat Marist High School in Bayonne. Currently, he is a member of the Dorchester County Certified Emergency Response Team. Mr. Collins attendedwas educated at O.L.S.S. grammar school, Marist High School, and received a B.S.B.S from St. Peter’s College andCollege. Mr. Collins also attended graduate school at the Institute for Financial Education. Mr. CollinsNational School of Banking and was a certifiedCertified 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.Appraiser Society.

Mark D. Hogan, C.P.A.,52, is a certified public accountant with an office located in Bayonne.Bayonne, NJ. Mr. Hogan is a registered financial representative providing financial planningwealth management for his clients.clientele. Mr. Hogan has earned the following licenses and designations: NASD Series 7, 24, 63 and 63;66; New Jersey Life and Health Insurance Broker;License. Mr. Hogan served on the Board of Trustees for the St. Peter's Preparatory School. Currently, Mr. Hogan serves on the Board of Trustees for the Count Basie Theatre, where he is the Chairman of the Finance Committee and New Jersey Property and Casualty Insurance Broker.member of the Executive Committee. Because of Mr. Hogan’s extensive professional experience, his achievements and his aforesaid licenses and designations, he is deemed well-qualified to serve as Chairman of ourthe Company’s Board of Directors. Mr. Hogan attended Saint Peter’s Preparatory School, and received a B.S. in Finance from Pace University.

Dr. August Pellegrini, Jr., 58, was born and raised in Bayonne, NJ, andDr. August Pellegrini, Jr. practiced general dentistry therein Bayonne, New Jersey, for 30 years until he retired in 2016. He graduated Rutgers College in 1982 with a dual degree in biology and psychology, and graduated Temple University School of Dental Medicine in 1986. He is currently a member of the American Dental Association, the New Jersey Dental Association, (where he served as its President in 2010), and the Hudson County Dental Society. He has achieved Fellowship in the Academy of General Dentistry. Dr. Pellegrini owned and operated his dental practice for 30 years, during which time he also becameserved as an AssociateAssistant Dean at the Rutgers School of Dental Medicine in Newark, NJ. Dr. Pellegrini sitsNew Jersey. He sat on the Board of Trustees of Matheny Hospital in Peapack, NJ for 6 years, where he is chairmanwas a member of the Audit Committee and a member of the Finance Committee. Dr. Pellegrini’s professional background and experience and his long-time service to the community bring valuable insights to the Board.board. Dr. Pellegrini currently serves as Chairman of the Company’s Nominating and Corporate Governance Committee.

John Pulomena has been the County Administrator of Middlesex County, New Jersey, for the past 11 years. As County Administrator for Middlesex County, considered the second largest county in the state, Mr. Pulomena is responsible for the development and management of a $500 million annual budget, supported by a workforce of over 2,000 employees. In this capacity, Mr. Pulomena is responsible for developing the strategic plans for sustained economic growth, critical investments in the county’s infrastructure, and enhancing the quality of life for its 825,000 residents through key programs and services. Mr. Pulomena was employed by AT&T for over 22 years, including five years at AT&T Bell Laboratories in software development and 17 years at AT&T corporate in various roles including marketing & sales, government affairs, as Financial Controller, and as Director of the Customer Network Operation Centers. Mr. Pulomena was a Middlesex County Freeholder for 10 years, Council President for the Borough of South Plainfield for nine years, and Chairman of the Middlesex County Planning Board for five years. Mr. Pulomena is a graduate of the City University of New York, where he received a B.S. degree in Computer Science with a minor in Mathematics. Mr. Pulomena currently serves as Chairman of the Company’s Audit Committee.

James G. Rizzo58,ishas been a director of the Company since 2015. He currently serves as business liaison to the Board of Directors and has helped lead the Company’s expansion efforts throughout Bergen County, with four branches opening over the last six years. Mr. Rizzo serves as Chairman of the Company’s Investment and Capital Markets committees. In his role as Chairman of the Investment Committee, Mr. Rizzo has been active in overseeing the Company’s investment securities portfolio and its impact on asset liability management. As Chairman of the Capital Markets committee, Mr. Rizzo has been instrumental in the Real Estate Management business, afterCompany’s most recent common and preferred equity offerings. After having spent more than thirty years in a career focused on the High Yield Bond Markets.high-yield bond markets, Mr. Rizzo is currently in the real estate management business. His career began at Drexel Burnham and wasincluded being designated as a Managing Director in positions held at firms such as Guggenheim Partners, Citicorp, and Fleet Bank. Mr. Rizzo’s most recent position was as a Managing Director at Dahlman Rose and Company, from which he retired.

Mr. Rizzo is a graduate of St. Peter's University, where he earned a B.S. in Business Administration. He currently serves on the University’s Board of Regents, and on the Advisory Board of the University’s Business School. He is also a graduate of St. Peter's Preparatory School,school, and is involved in planning the future of Saint Peter’s Preparatory School as a former member of the Board of Trustees. Mr. Rizzo is aan active member of the Rutherford Planning Board and the Rutherford Economic Development Committee. He is also a Trustee of the Rutherford Public Library, as well as the Rutherford Library Foundation. Additionally, Mr. Rizzo additionally serves on the Board of St. Dominic’s Academy in Jersey City, N.J.Mr. Rizzo’s extensive experience in the financial industry and real estate management provide key insights for the Board.

Gary S. Stetz,C.P.A, P.S.A., C.F.E., C.F.F., A.B.V., C.G.M.A., O.M.A., 55, is the managing member of Commercial Lubricants, LLC, Pegasus Bulk Transport, LLC, and Commercial Waste Oil Transport, LLC, in Staten Island, New York. Prior to assuming those positons in 2013, Mr. Stetz was the Managing Partner for the accounting firm of Stetz, Belgiovine, Manwarren and Wallis, P.C., located in Montclair, New Jersey, for 20 years. Stetz, Belgiovine, Manwarren and Wallis, P.C., serviced over 1,000 corporate clients with an emphasis on Accounting, Auditing, Review Compilation Service, Estate Planning, Litigation Support Services, Management Advisory Services, Tax Preparation and Compliance Services. 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, and co-authored the book, “Project Management Accounting.” Mr. Stetz was Vice Chairman of the Board of Directors of Allegiance Community Bank until it merged with BCB Community Bank in 2011. Mr. Stetz presently serves on the Board of Immaculate Conception High School in Montclair, New Jersey, and New Found

Life. He is a graduate of Rutgers, Newark, College of Arts & Sciences, with degrees in Accounting and Finance, of the University of Notre Dame, with a Master’s Degree in Business Administration, and of 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

Set forth below is biographical information regarding the executive officers of the Bank who are not directors.

Joseph Javitz,60, has been the Chief Lending Officer of BCB Community Bank since June 2014. He has worked in the banking and financial services industry for more than 33 years. From January 2011 to May 2014, Mr. Javitz was the Senior Vice President and Chief Lending Officer at Abacus Federal Savings Bank, New York, New York. From November 2009 to January 2011, Mr. Javitz was the 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.

Directors:

Thomas P. Keating, C.P.A.,62,65, has served as Chief Financial Officer of BCB Bancorp, Inc.,the Company and BCB Communitythe Bank since March 2014. Mr. Keating is a Certified Public Accountant. From 2011 until 2014, Mr. Keating was Chief Financial Officer and 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.

Michael Lesler, 50, has been the Executive Vice President and Chief Operating Officer of the Company and the Bank since April 2018. He was formerly the Executive Vice President and Chief Operating Officer of Clifton Bancorp, Inc. and Clifton Savings Bank from April 2016 to April 2018. From December 2013 to April 2016, Mr. Lesler served as President and Chief Executive Officer of Bancorp of New Jersey, Inc. and its wholly owned subsidiary, Bank of New Jersey. From June 2009 to December 2013, Mr. Lesler served as President and Chief Operating Officer of Bancorp of New Jersey, Inc. and Bank of New Jersey. 

Sandra L. Sievewright54,, 56, is the Chief Compliance and Chief Risk Officer of BCB Communitythe Bank. She has been in the banking industry for over 2530 years. Ms. Sievewright’s diverse experience includes management positions in Compliance, Bank Secrecy, Community Reinvestment, Marketing, Security, Branch Administration, Operationscompliance, bank secrecy, community reinvestment, marketing, security, branch administration, operations and Residential Lending.residential lending. She joined BCB Communitythe Bank in May 2014. From July 2013 to May 2014, Ms. Sievewright was the Senior Vice President and BSA/Compliance Officer of First Commerce Bank in Lakewood, NJ.New Jersey. From October 2005 to July 2013, Ms. Sievewright was the Senior Vice President and Compliance Officer of Bogota Savings Bank in Teaneck, NJ. Ms. Sievewright is a graduate of Albright College in Reading, PA.New Jersey.

John J. Brogan, Esq.,Kenneth G. Emerson57,, 59, is the Senior Vice President and Chief Strategy and Risk Officer of the Bank. He has practiced law35 years of New Jersey banking experience, most recently at Blue Foundry Bank where for over 30 years.17 years he acted in several capacities including Chief Information Officer, Chief Risk Officer and Chief Operations and Strategy Officer. Previous to those roles, he worked at FinPro, Inc., providing consulting services to the banking industry in strategic planning, mergers and acquisitions, market feasibility, CRA and asset/liability management. Prior to FinPro, he worked in various accounting roles at Summit Bank, Valley Savings Bank, Howard Savings Bank and Carteret Savings Bank. He received his CPA designation from the State of New Jersey in 1996.

Wing Siu, 61, is Senior Vice President, Chief IT & Information Security Officer for the Bank. He joined the Bank in 2013 with over 20 years of experience in information technology and security. Mr. Siu is responsible for aligning IT and Bank strategies, planning, resourcing, and managing the delivery of IT services, and solutions to support the Bank's enterprise objectives. Prior to joining the Bank, Mr. Siu was the Chief Information Security Officer

of Sterling National Bank (“SNB”), and the IT Director of Sterling National Mortgage Company, a subsidiary of SNB. Mr. Siu is CISSP, CISM, and CISA certified.

David Garcia, 57, is Senior Vice President, Chief Lending Officer of BCB Bank and BCB Bancorp, Inc. Mr. Garcia has been in the finance industry for over 25 years, serving at both New Jersey banks as well as Investment Banks. Immediately prior to joining BCB, he served for over 11 years in various senior capacities at Oritani Bank, most recently as General Counsel andExecutive Vice President of BCB Bancorp, Inc.the Bank’s private REIT, Oritani Asset Corp., as well as Managing Director of Oritani Finance Co. Previously, he served at UBS Investment Bank in the Global Commercial Real Estate/CMBS Group for nearly a decade in capacities of progressive responsibility, culminating as a Director leading the proprietary acquisition of credit-tenant assets nationwide. Prior to UBS, Mr. Garcia served as Associate Director within the real estate finance group at Daiwa Securities. A lifelong resident of Rockland County, NY, Mr. Garcia holds a B.S. from Dominican College and BCB Community Bank since July 2010. In that capacity, Mr. Brogan manages all litigationan MBA from Fairleigh Dickinson University. He is the Company and the Bank are involved in, is responsible for the corporate governance practices2019-2021 Chairman of the Company and the Bank,Real Estate Board of New York Finance Committee, and is involved with all issues coming before the Boards and the Committeesactive in a number 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. from Haverford College, Haverford, Pa., and a J.D. from New York Law School, New York, NY.industry organizations.

Board Independence

The Board of Directors has determined that, as of December 31, 2017,2020, except as to Mr. Coughlin, each member of the Board of Directors is an “independent director” within the meaning of the Nasdaq corporate governance listing standards. Mr. Coughlin is not considered independent because he is the President and Chief Executive Officer of BCB Bancorp, Inc.,the Company and BCB Communitythe Bank.

The Board of Directors has also determined that each member of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee of the Board of Directors meets the independence requirements applicable to thateach committee as prescribed by the Nasdaq Marketplace Rules, the SEC, and the Internal Revenue Service. In 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 the 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 unaffiliated with the Bank. During 2017, total lease payments of $92,635.75 were made to that limited liability company. Payments under the lease from January 2017 through April 2017 were $6,462.50 per month, and payments under the lease from May 2017 through the end of 2017 were $6,545.88 per month.

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 unaffiliated with the Bank. During 2017, total lease payments of $88,200 were made to that limited liability company. Payments under the lease were $7,350 per month in 2017.

Board Leadership Structure and Risk Oversight

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

The Board of Directors monitors the Company’s risk profile by utilizingthrough a number of departments within the Bank, as well as independent contractors, to monitor, measure and advise of certain risk parameters of the Company and the Bank, such as interest rate risk, credit risk, cybersecurity risk, liquidity risk, compliance risk, economic risk, operational risk, strategic risk, concentration risk, risks related to the regulation of the Company’s industry, and concentration risk.risks related to the Company’s common stock. Reports assessing the Company’s and the Bank’s risk profiles are provided to management, to the appropriate sub-committee(s) and/or committees of the Board and to the full Board of Directors. With

Given the increasing, use and reliance on electronic communication andcritical nature of information technology and the vital role data systems play in the operation ofcybersecurity risks, the Bank regular presentationshas a dedicated IT Committee comprised of three independent directors and whose chair has over 35 years of IT-related experience. The Bank’s Chief IT & Information Security Officer has over 20 years of information technology and security experience and is CISSP, CISM, and CISA certified.

The Bank’s external and internal auditors frequently audit and review its information technology and cybersecurity areas. The Bank also contracts with third-party vendors to perform external penetration testing and internal vulnerability assessments, among other tasks.

Presentations are made by the Bank’s IT Department and IT Committee to the full Board of Directors regarding cybersecurity risk.risk on at least a quarterly basis. The Bank’s IT Department and Risk Department also hold quarterly information technology and cybersecurity meetings with officers of the Bank. Executive officers and officers

from each department are in attendance. Additionally, the Bank conducts annual information security/physical security/compliance training sessions with all employees.

Compliance training is provided to the full Board to provide better understanding of the aforesaid risks and the Board’s role in managing same. Given the independent roles both the Board and management have in monitoring the Company’s risk, the Company believes that its current leadership and reporting structures are well-positioned to identify and mitigate risks as they may arise.

Given the challenges presented over the last year with respect to the ongoing COVID-19 pandemic, the Company focused on protecting the health and wellbeing of its employees and the communities in which it operates while assuring the continuity of its business operations. 

The Company activated its dedicated pandemic response team that proactively implemented its business continuity plans and has taken a variety of measures to ensure the ongoing availability of services, while taking health and safety measures, including enhanced cleaning and hygiene protocols in all of its facilities and remote work policies, where possible. To date, as a result of these business continuity measures, the Company has not experienced significant disruptions in its operations. We have provided detailed information on our operational initiatives and impacts related to the Bank in the Company’s Annual Form 10-K for the year ended December 31, 2020.

Additionally, the Board held five separate meetings that focused solely on the Bank’s response to the COVID-19 pandemic in order to ensure proper oversight of the risks presented.

Meetings and Committees of the Board of Directors

OurThe Company’s Board of Directors meets on a monthly basis and may hold additional special meetings. OurThe Company’s standing committees include the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Bank’s standing committees include a joint Asset/Liability, Asset Liability/Enterprise Risk Management and Budget Committee (which meets quarterly), an Audit Committee, a Budget Committee, a Compensation Committee, an Executive Committee, an Information Technology Committee, an Investment Committee, a Legal Committee, a Loan Committee, a Nominating and Corporate Governance Committee, and a Site Committee.

During the year ended December 31, 2017,2020, the Board of Directors of the Company held 12 regular meetings and three 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 2017.2020. The

Company does not have a written policy regarding director attendance at annual meetings of shareholders. At last year’s annual meeting, all directors of the Company were in attendance.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is a joint committee of the Company and the Bank. The Nominating and Corporate Governance Committee consists of Directors Bielan, Collins, Pellegrini, and Robbins. Each member of the Nominating and Corporate Governance Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. OurThe Company’s Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee and this charter has been posted to our web-sitethe Company’s website at www.bcb.bank. For the year ended December 31, 2017,2020, the Nominating and Corporate Governance Committee met one time.two 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 ourthe Company’s 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 membera vacancy occurs on the Board of Directors and the Board determines to fill that vacancy, 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 current 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. TheIn such situations, 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 ourthe Company’s Audit Committee, the financial and accounting expertise of a candidate.

Although the Nominating and Corporate Governance Committee and the Board of Directors dodoes not have a formal policy with regard to the consideration of diversity in identifying a director nominee, diversitythe Board of Directors intends that if a vacancy occurs on the Board of Directors and the Board determines to fill that vacancy, the Board of Directors does not re-nominate a member for re-election, or the size of the Board of Directors is consideredincreased, the Nominating and Corporate Governance Committee will consider diversity in the director identification process. While the attributes such as relevant experience, financial acumen, and formal educationabove are always considered in the identification process, the Nominating Committee and the Board of Directors will also evaluate a potential director nominee's personal character, community involvement, and willingness to serve so that he or she can help further the Company’s and the Bank’s role and mission as a community-based financial institution.

Consideration and Procedures for Shareholder Recommendations for the Nomination of Directors

It 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, ourthe Company’s Board of Directors has adopted procedures for the submission of director nominees by shareholders. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited 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/Nominating and Corporate Governance Committee will consider only those director candidates recommended 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 following information in writing, addressed to the Corporate Secretary, BCB Bancorp, Inc., 595 Avenue C, Bayonne, NJ 07002. The Corporate Secretary must receive said submission at least 90 calendar days before the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, advanced by one year.

The submission must include the following information:

The Corporate Secretary has not received any shareholder recommendations for nominations to the Board of Directors at the Company’s upcoming annual meeting. Any person making a shareholder nomination at the annual meeting shall provide the information set forth above regarding themselves and the proposed nominee at the annual meeting.

Shareholder Communications with the Board

A shareholder who wishes to communicate with ourthe Company’s Board of Directors or with any individual director can write to ourthe Company’s Corporate Secretary, 595591-595 Avenue C, Bayonne, New Jersey 07002. 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, the Corporate Secretary will:

At

If applicable, at each Board of Directors’ 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.

Board Communications with Shareholders

In the interest of communicating with the Company’s shareholders and keeping them frequently informed, the Company’s Board of Directors directed the President and Chief Executive Officer and the Corporate Secretary with issuing communications to the Company’s shareholders throughout the year. Enclosed with each quarterly dividend check, the Company included a personalized letter and summary financial data from the President and Chief Executive Officer describing initiatives, projects, and key financial metrics that occurred in the preceding quarter.

Code of Ethics

We haveThe Company has adopted a code of ethics that is applicable to ourthe Company’s officers, directors, and employees, including our principal executive officer, principal financial officer, principal accounting officerthe Company’s Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or controller,Controller, and/or persons performing similar functions. OurThe Company’s Code of Ethics has been filed as an exhibit to the Annual Report on Form 10-K.

Employee, Officer and Director Hedging

As a part of its Insider Trading Policy, the Company has adopted an Anti-Hedging Policy which prohibits directors and executive officers of the Company from entering into hedging or monetization transactions or similar arrangements with respect to Company securities. Directors and executive officers may not buy or sell puts or calls on, or other derivative securities with respect to, the Company’s securities under this policy.

Directors and executive officers of the Company may not hold Company securities in a margin account or pledge Company securities as collateral for any loan without the prior approval of the Board of Directors in accordance with the Anti-Hedging Policy. The policy states that the Company’s Board of Directors will not approve any pledge of Company securities as part of a hedging or monetization strategy designed to or otherwise having the effect of hedging or offsetting any decrease in the market value of Company securities.

The Audit Committee

The Audit Committee asis a joint committee of the Company and the Bank. As of December 31, 2017,2020, the Audit Committee consisted of Directors Bielan,Lyga, Pellegrini, Rizzo, RobbinsPulomena, and Stetz, and Mr. DiDomenico, a director of the Bank.Robbins. Each 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 16seven times during 2017.2020. The Board of Directors has adopted a written charter for the Audit Committee and this charter has been posted to ourthe Company’s website at www.bcb.bank. The Committee reports to the Board of Directors on its activities and findings.

The Chairman of the Audit Committee is Mr. Pulomena. The Board of Directors believes that Mr. StetzPulomena qualifies as an “audit committee financiala “financial expert,” as that term is defined in the rules and regulations of the SEC. Mr. Pulomena is independent, as independence for audit committee members is defined in the Nasdaq corporate governance listing standards.

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 ourthe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2020, to be filed with the SEC. In addition, the Audit Committee approved the appointment of Wolf & Company, P.C., as ourthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, subject to the ratification of the appointment by our shareholders.2021.

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 wethe Company specifically incorporateincorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

The Audit Committee:

Gary S. StetzJohn Pulomena (Chairman)

Judith Q. Bielan

Vincent DiDomenico, Jr.

August Pellegrini, Jr.

James G. RizzoJoseph Lyga

Spencer B. Robbins

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 one late filing occurred for the fiscal year ended December 31, 2017. A Form 4 was filed with the SEC on September 20, 2017, regarding a purchase transaction by Director August Pellegrini, Jr. Based on our review of such ownership reports, we believe that no other officer or director failed to timely file such ownership reports for the fiscal year ended December 31, 2017.

The Compensation Committee

During the year ended December 31, 2017,2020, the Compensation Committee met threefive times to determine ourthe Company’s compensation programs and adjustments. The Compensation Committee of the Company, as of December 31, 2017,2020, consisted of Directors Ballance,DiDomenico, Lyga, Robbins and Stetz.Robbins. Each member of the Compensation Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. Mr. Coughlin does not participate in the Board of Directors’ determination of his compensation as Chief Executive Officer or President. The Board of Directors has adopted a written charter for the Compensation Committee and this charter has been posted to our web-sitethe Company’s website at www.bcb.bank.

Roles and ResponsibilitiesResponsibilities.. The primary purpose of the Compensation Committee is to conduct reviews of our generalassist the Board in fulfilling its responsibilities relating to the compensation and benefits provided to the Company's executive compensation policiesmanagement, and strategies in orderthat connection, it is authorized to overseereview, evaluate and evaluate ourrecommend various benefit plans and overall compensation structurefor the Company and programs.the Bank. Direct responsibilities include, but are not limited to:

The Compensation Committee reviews, evaluates and recommends to the full Boardboard the compensation paid to the Chief Executive Officer and other members of executive management, which compensation may include both equity and non-equity compensation. The performance of the Chief Executive Officer and other members of executive management is reviewed annually by the Compensation Committee. Performance evaluations are generally measured on criteria applicable to executive management as a whole and to the specific responsibilities of each member of executive management. While strict numerical formulas are not used to evaluate the performance of our members ofthe Company’s executive management team, criteria considered include earnings, return on equity, return on assets, asset quality, capital management, risk management, franchise expansion, corporate governance, expertise, general management skills, and each executive’s contribution to ourthe Company’s successful operation. These criteria are evaluated not only on current-year performance, but also on the trend of performance over the past several years and within the context of unusual operating and performance issues. The Committee also takes into consideration factors outside

the control of management, such as the state of the economy, the interest rate environment, regulatory mandates and competition.

Except for ourthe Company’s President and Chief Executive Officer, our members of executive management generally are not engaged directly with the Compensation Committee in setting the amount or form of their compensation or director compensation. However, as part of the annual performance review for our members of executive management other than the Chief Executive Officer, the Compensation Committee considers the Chief Executive Officer’s perspective on each member of executive management’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 the 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 ourthe Company’s directors.

The Compensation Committee has sole authority and responsibility under its charter to approve the engagement of any compensation consultant it uses and the fees for those services. The 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, 2017.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee reviews, evaluates and recommends to the full Board the compensation paid to the Chief Executive Officer and other members of executive management, which compensation may include both equity and non-equity compensation. None of the members of the Compensation Committee was an officer or employee of the Company or the Bank during the fiscal year ended December 31, 2017,2020, or is a former officer of the Company or the Bank.

During the fiscal year ended December 31, 2017:2020: (i) no executive of the Company or the 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 Board of Directors) of another entity, one of whose executive officers served on the Compensation Committee of the Company; (ii) no executive officer of the Company or the Bank served as a director of another entity, one of whose executive officers served on the Compensation Committee of the Company; and, (iii) no executive officer of the Company or the 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 Board of Directors) of another entity, one of whose executive officers served as a director of the Company or the Bank.

Compensation Discussion and Analysis

Compensation ObjectivesObjectives.. 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 isare 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 “Executive Compensation Summary” which appears later herein. These fivethree current executives are referred to in this discussion as “Named Executive Officers.”

Designing our Compensation ProgramProgram.. Our compensation program is designed to reward the Named Executive Officers based on their level of assigned management responsibilities, experience and performance 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 the Named Executive OfficersOfficers.. 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 recommends the elements of total compensation payable to the Named Executive Officers. In making these determinations, the Compensation Committee considers the 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.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 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. 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 Committee meetings during which his performance is evaluated or his compensation is being determined. No Named Executive Officer (other than the President and Chief Executive Officer) attends the portions of Compensation Committee meetings during which the performance of the other Named Executive Officers is evaluated or their compensation is being determined.

Use of ConsultantsConsultants.. In 2017,2020, the Board of Directors, in concert with the Compensation Committee, did not engage the services of a compensation consultant.

Elements of CompensationCompensation.. 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 recommending 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 the Company, the Bank and the Named Executive Officer are successful in realizing the interests of the Company and the Bank.

The Compensation Committee reviewed compensation for the year ended December 31, 2017,2020, for the Named Executive Officers, relative to the competitive market and 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 the 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 27, 2017, our compensation program for the fiscal year ended December 31, 2017, was designed to be materially consistent with the compensation program for the fiscal year ended December 31, 2016.

Base SalarySalary.. 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, of our peer institutions, after taking into account the considerations discussed above. Based on the foregoing, the Compensation Committee approved, and the disinterested members of the Board ratified, the annual rates of base salary for Messrs. Coughlin, Javitz, Keating and Brogan and Ms. Sievewright be as follows:

Details regarding the base salary earned by the Named Executive Officers are included in the “Executive Compensation Summary” followingtable in this section.

Non-Equity Bonus and Incentive CompensationCompensation.. The Compensation Committee has the ability to review, evaluate and recommend to the full Board discretionary bonus payments to the Named Executive Officers. While strict numerical formulas were not used to quantify the bonus payments payable to the Named Executive Officers in 2017,2020, both company-wide and individually-based performance objectives are used by the Compensation Committee to recommend bonus payments. Company-wide performance objectives focus on growth, expense control, asset quality (particularly the quality of our loan portfolio and positive results of our quality control audits), compliance

audits and regulatory “safety and soundness” 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 as a trend of performance over the prior three years.performance. 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 market area.

The Compensation Committee determined that the bonuses awarded in 2017 reflect and reward the strong performance and efforts of the Named Executive Officers in successfully initiating and completing a capital raise in 2017, the entry into anAgreement and Plan of Reorganization with IA Bancorp, Inc., increased growth of the Company and the Bank, and a positive trend in earnings.

The “Executive Compensation Summary” belowtable in this section provides the bonus payments which were paid to the Named Executive Officers in 2017.2020 and 2019.

Equity CompensationCompensation.. The Compensation Committee has 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 and 2018 Equity Incentive 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 and restricted stock 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 shareholdersshareholders’ through stock ownership; and (3) provide an incentive to the Named Executive Officers to remain employed with the Company and the Bank through the vesting periods of the stock option awards.

The “Executive Compensation Summary” and Ms. Sievewright“Outstanding Equity Awards at Year End” tables in this section provides the equity compensation payments which were granted stock optionpaid to the Named Executive Officers in 2019. There were no equity awards underpaid to any Named Executive Officers for the 2011 Stock Option Plan. These stock option awards vest at a rate of 20% per year commencing on the one-year anniversary date following the date of grant. All stock options awarded have a ten-year term to be exercised from the date of grant. The Compensation Committee believes the stock option awards will align the Name Executive Officers’ interests with the long-term performance of the Company and the Bank.ended December 31, 2020.

Severance BenefitsBenefits.. We currently maintain employment agreements with Messrs.Mr. Coughlin Keating, Javitz, and Brogan and Ms. SievewrightMr. Lesler, which provide them with severance payments in the event of termination of employment without cause. In addition, the employment agreements provide payments to them in the event of a change in control of the Company or the Bank, which would be paid in lieu of any severance payments that are triggered as a result of his termination of employment thereafter.

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

Retirement PlansPlans.. 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, onPlease see “Tax-Qualified Benefit Plans” below for a pre-tax basis, up to 25%more thorough description of his or her annual salary forour retirement (subject to limitations under the Internal Revenue Code). The Bank contributes an amount equal to 100% of the first 3% of an employee’s contribution, and 50% of the next 2% of an employee’s contribution.plans. We do not provide our employees, including the Named Executive Officers, with any non-qualified supplemental retirement benefits.

Health and Welfare BenefitsBenefits.. 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 ImplicationsImplications.. 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.

Under Section 162(m) of the Code, companies are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for each executive officer listed in the summary compensation table, with the exception of the executive listed as a result of serving as the principal financial officer. Compensation that is “qualified performance-based compensation” under the Code’s definition is exempt from this limit. The Tax Cuts and Jobs Act (the “Tax Act”) enacted on December 22, 2017, significantly modified Section 162(m) of the Code. The Act eliminated the “qualified performance-based compensation” exception to the deductibility limitation under Section 162(m) for tax years commencing after December 31, 2017. The Tax Act provides “grandfathered” treatment for qualified performance-based compensation in excess of $1 million that meets the requirements of Section 162(m), is payable pursuant to a written binding contract in effect as of November 2, 2017, and is not modified in any material respect. In addition, the Act expands the definition of “covered employee” to include the principal financial officer as well as any employee who has been designated a covered employee for any fiscal year beginning after December 31, 2016.

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 structure our compensation program in a tax efficient manner. We will continue to evaluate and monitor our executive compensation program in light of the enactment of the Tax Act, particularly the changes to Section 162(m) of the Code.

Risk ManagementManagement.. The Compensation Committee believes that any risks arising from our compensation policies and practices for all of our employees, including our Named Executive Officers, are not reasonably likely to have a material adverse effect on the Company or the Bank. In addition, the Compensation Committee believes that the mix and design of the elements of our compensation program will encourage our senior management to act in a manner that is focused on the long-term valuation of the Company and the 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 Company and the Bank. With respect to our non-equity bonus compensation program, the Compensation Committee utilized both the company-wide and individual performance objectives to recommend anythe bonus payments made.made to our Named Executive Officers. The performance objectives selected are customary performance metrics for financial institutions in our peer group. In addition, because the Compensation Committee evaluates the company-wide performance objectives as a trend of performance, over the prior three years, the long-term financial performance of the Company and the Bank is in considered forcorrelation with any bonus payments awarded.awarded to our Named Executive Officers.

Finally, byBy recommending the granting of stock optionsequity awards under the Company’s equity incentive plan,plans, the Compensation Committee has attempted to place more of our common stock into the hands of our employees in an effort to align their interests with those of our shareholders, which should contribute to long-term shareholder value and decrease the likelihood that our employees would take excessive risks which might threaten the value of their common stock received under our equity compensation program.

As described in “Board Leadership Structure and Risk Oversight”, the Company’s Board of Directors held five separate meetings that focused solely on the Bank’s response to the COVID-19 pandemic in order to ensure proper oversight of the risks presented. This response also informed upon the Compensation Committee’s decisions regarding compensation for both the Company’s Named Executive Officers and directors. As a response to the COVID-19 pandemic, the Compensation Committee awarded no stock option or restricted stock awards to either its Named Executive Officers or its Board of Directors. Please see the “Director Compensation” section for detailed information on payments to directors.

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 recommends 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 BallanceVincent DiDomenico, Jr. (Chairman)

Joseph Lyga

Spencer B. Robbins

Gary S. Stetz

ExecutiveEQUITY COMPENSATION PLAN INFORMATION

Set forth below is information as of December 31, 2020 regarding equity compensation plans that have been approved by shareholders. The Company has no equity-based benefit plans that were not approved by shareholders.

Executive Compensation

Summary Compensation TableTable.. The following table setsset forth the total compensation paid to Thomas Coughlin, as principal executive officerPrincipal Executive Officer of the Company and the Bank, the total compensation paid to Thomas Keating, as the principal financial officerPrincipal Financial and Accounting Officer of the Company and the Bank, and the three othertotal compensation paid to Michael Lesler, the Chief Operating Officer of the Company and the Bank. After Mr. Coughlin, Mr. Keating and Mr. Lesler are the two most highly-compensated officers who received total compensation of at least $100,000 from the Company or the Bank during the year ended December 31, 2017.2020. The officers listed in the table below are each a “Named Executive Officer.”

EXECUTIVE COMPENSATION SUMMARY

The amounts in the table below reflect a breakdown of the various elements of all other compensation for the year ended December 31, 2017.

(2)2020, as reported in the executive summary compensation table on the previous page. The amounts provided in this columntable reflect what wethe Company paid for, or reimbursed, the applicable Named Executive Officer for the various benefits and perquisites received. A breakdown of the various elements of compensation in this column for 2017 is set forth in the table provided below.

received

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, 2017.

Benefit PlansEmployment Agreements

Employment Agreements. On September 9, 2015,February 24, 2020, the Company and the Bank (collectively the “Company” or the “Bank”, for purposes of this section) entered into an employment agreement with Mr. Coughlin, effective as of JulyJanuary 1, 2015.2020. The employment agreement has a term of three years. On June 29, 2017,The agreement will automatically renew for an additional three years unless the Bank entered into addendumprovides written notice of termination of the agreement no less than ninety days prior to Mr. Coughlin’s employment agreement, effectivethe expiration of the term or until such time as of July 1, 2017. The addendum has a term of one year.either party terminates the agreement.

The addendum to Mr. Coughlin's employment agreement provides him an annual base salary of $432,000. The Board$585,000. Mr. Coughlin will also be entitled to a discretionary performance bonus of Directorsup to 50% of his base salary and other incentive compensation and bonus plans or arrangements of the Bank has the discretion to award a performance bonus to Mr. Coughlin.Bank. In addition, Mr. Coughlinhe is entitled to participate in incentive compensation andthe employee benefit plans offered by the Bank and will be reimbursed for business expenses incurred. The Bank will also provide him with life, medical, dental and disability coverage.

In the event of Mr. Coughlin's involuntary termination of employment for reasons other than cause, disability or death, he will be entitled to: (i) a lump sum severancelump-sum cash payment equal to his base salary through the remaining term of $400,000;the agreement; and (ii) continued life insurance coverage and non-taxable medical and dental insurance coverage that will cease upon the earlier of (A)(a) the end of the term of his employment agreement; (B)(b) the date on which such coverage is made available to Mr. Coughlin through subsequent employment; or (C)(c) the date Mr. Coughlin becomes eligible for Medicare coverage.

UponIn addition, the employment agreement provides that, upon the occurrence of a change in control of the Company or the Bank, (as defined in Mr. Coughlin's employment agreement), heCoughlin will be entitled to receive a lump sum payment equal to $800,000. The2.9 times (2.9x) his annual base salary at the time of a change in control. This payment will be paid within thirty days following the date of the change in control payment would be made in lieu of anythe cash severance payments that may be triggered underdescribed above. However, 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 notpayments would be reduced by the minimum amount necessary 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 businessavoid penalties under Section 280G 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.Internal Revenue Code.

The BankOn February 24, 2020, the Company entered into individualan employment agreementsagreement with Mr. Javitz, Mr. Keating, Mr. Brogan and Ms. SievewrightLesler, effective as of JulyJanuary 1, 2017. Each2020. The employment agreement has a term of one year.two years. The agreement will automatically renew for an additional two years unless the Bank provides written notice of termination of the agreement no less than ninety days prior to the expiration of the term or until such time as either party terminates the agreement.

Mr. Lesler’s employment agreements for Mr. Javitz, Mr. Keating, Mr. Brogan and Ms. Sievewright provideagreement provides him an annual base salariessalary of $237,600, $237,600, $205,000$331,000. Mr. Lesler will also be entitled to a discretionary performance bonus of up to 50% of his base salary and $162,000, respectively. The Board of Directorsother incentive compensation and bonus plans or arrangements of the Bank has the discretion to award a performance bonus to each executive.Bank. In addition, each executivehe is entitled to participate in incentive compensation andthe employee benefit plans offered by the Bank and will be reimbursed for business expenses incurred. The Bank will also provide him with life, medical, dental, and disability coverage.

In the event of the executive’sMr. Lesler’s involuntary termination of employment for reasons other than cause, disability or death, he or she will be entitled to: (i) a lump sum severancelump-sum cash payment equal to his base salary through the remaining term of $237,600 for Mr. Javitz, $237,600 for Mr. Keating, $205,000 for Mr. Brogan and $162,000 for Ms. Sievewright;the agreement; and (ii) continued life insurance coverage and non-taxable medical and dental insurance coverage that will cease upon the earlier of: (A)of (a) the end of the term of his employment agreement; or, (B)(b) the date on which such coverage is made available to the executiveMr. Lesler through subsequent employment.employment; or (c) the date Mr. Lesler becomes eligible for Medicare coverage.

UponIn addition, the employment agreement provides that, upon the occurrence of a change in control of the Company or the Bank, (as defined in the executive’s employment agreement), each executiveMr. Lesler will be entitled to receive a lump sum payment equal to $237,600 for Mr. Javitz, $237,600 for Mr. Keating, $205,000 for Mr. Brogan and $162,000 for Ms. Sievewright. The2.0 times (2.0x) his annual base salary at the time of a change in control. This payment will be paid within thirty days following the date of the change in control payment would be made in lieu of anythe cash severance payments described above. However, the change in control payments would be reduced by the minimum amount necessary to avoid penalties under Section 280G of the Internal Revenue Code.

Compensation Committee Communications and Responsiveness

The Board of Directors understands that having employment agreements that provide for change in control severance payments without involuntary job loss or substantial diminution of duties (referred to as "single" trigger agreements) may be triggered underconsidered problematic by certain third-party, proxy advisory firms. However, the employment agreement becauseboard believes that most executives sustain either involuntary job loss or substantial diminution of the executive’s involuntary termination of employment for reasons other than cause, disability or death.

Upon termination of employment other than followingduties in connection with a change in control, so that having such a requirement may not be necessary. The board further believes that, based on a review of recent merger transactions, executive agreements providing for (1) a change in control and (2) involuntary job loss or involuntary terminationsubstantial diminution of employment for reasons other than cause, disability or death, each executive agrees not to competeduties before severance is paid, are often times amended in connection with the Bank for one year following hissigning of the merger agreement to make such agreements single trigger agreements. Therefore, the board believes that having single trigger agreements are not problematic or her terminationdisadvantageous to the Company or any potential acquirer, but rather serve to simplify matters in the context of employmentany change in control, saving all parties considerable time and expense. Given the above, the Board of Directors believes concerns over its executive compensation related to certain third-party, proxy advisory firms are unwarranted.

The Board of Directors and executive management of the Company are in frequent communications with the BankCompany’s shareholder base, including its institutional investors, both through quarterly earnings calls and through voluntary distributions of data enclosed with our quarterly dividends. Additional information on the latter process can be found within this Proxy Statement under “Board Communications with Shareholders.” In the course of these communications, any shareholder or institutional investor questions or concerns regarding executive compensation, if any, have been addressed by accepting employment with a bankmanagement or any other entity which competes withby the businessBoard 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.

Directors.

The Board of Directors believes that the Company’s compensation to executive management is appropriate based on review and analysis of companies similar to our asset size and in our geographic area. The Compensation Committee analyzes data related to the Company’s peer groups annually in order to review executive compensation, including reports and documents prepared by third-party, independent vendors.

Outstanding Equity Awards at Year EndEnd.. The following table sets forth information with respect to outstanding equity awards as of December 31, 2017,2020, for ourthe Company’s Named Executive Officers.

Options ExercisedExercised. .No stock options were exercised by any of the Named Executive Officers during the fiscal year ended December 31, 2017.2020.

Stock Benefit Plans

BCB Bancorp, Inc. Stock Option Plan. Outside directors and employees of the Company, the Bank or their affiliates arewere eligible to participate and receive awards under the BCB Bancorp, Inc., 2011 Stock Option Plan (“2011 Stock Option Plan”). The Company reserved 900,000 shares of common stock to be issued pursuant to grants of stock options under the 2011 Stock Option Plan. As of December 31, 2020, there were 801,600 shares of common stock outstanding under the 2011 Stock Option Plan.

Unless otherwise specified in an award agreement, the vesting of stock options will accelerate upon death, disability or a change in control of the Company or the Bank.

BCB Bancorp, Inc. 2018 Equity Incentive Plan. Directors and employees of the Company, the Bank or their affiliates are eligible to participate and receive awards under the BCB Bancorp, Inc., 2018 Equity Incentive Plan (“2018 Equity Incentive Plan”). The Company reserved 1,000,000 shares of common stock to be issued pursuant to grants of stock options, restricted stock and restricted stock units under the 2018 Equity Incentive Plan.

A stock option gives the recipient the right to purchase shares of common stock of the Company at a specified price during a specified period of time. Awards may be granted as either incentive or non-statutorynon-qualified stock options.

Incentive stock options have certain tax advantages and must comply with the requirements of Section 422 of the Internal Revenue Code. Only officers and employees are eligible to receive incentive stock options. Outside directors and service providers may only receive non-qualified 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 (i) by tendering, either actually or constructively by attestation, shares of stock valued at fair market value as of the date of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Compensation Committee, to sell shares of stock (or a sufficient portion of the shares) acquired upon exercise of the stock option and to remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise; (iii) by a net settlement of the stock option, using a portion of the shares obtained on exercise in payment of the exercise price of the stock option (and if applicable, any required tax withholding); (iv) by personal, certified or cashier’s check; (v) by other property deemed acceptable by the Compensation Committee; or (vi) by any combination thereof.

A restricted stock award gives the recipient a grant of shares of the Company’s common stock for no consideration or such minimum consideration as may be required by applicable law. Restricted stock awards may be granted only in whole shares of common stock. Shares of common stock issued as restricted stock shall count against the reserved 1,000,000 shares of common stock as two (2) shares of stock for every one (1) share of stock issued under the 2018 Equity Incentive Plan. Prior to vesting, recipients of a restricted stock award are entitled to vote the shares of restricted stock during the restricted period. No dividends on unvested restricted stock awards, whether subject to a time-based vesting schedule or performance-based vesting conditions, will be paid to the recipient that has been granted the restricted stock award unless and until the recipient vests in the restricted stock award.

A restricted stock unit gives the recipient a grant of units that may be denominated in shares of common stock and are similar to restricted stock awards except that no shares of common stock are actually issued to the award recipient at the time of grant of a restricted stock unit. Awards may be settled in shares of the Company’s common stock, or in the sole discretion of the Compensation Committee determined at the time of final settlement in cash or witha combination of cash and the Company’s common stock, owned bysubject to vesting conditions and other restrictions set forth in the recipient.

2018 Equity Incentive Plan or the award agreement. Shares of common stock issued as restricted stock units shall count against the reserved 1,000,000 shares of common stock as two (2) shares of stock for every one (1) share of stock issued under the 2018 Equity Incentive Plan. Recipients of units have no voting rights with respect to any restricted stock units granted. Dividend rights may be paid on restricted stock units, in the sole discretion of the Committee, exercised at the time of grant, as specified in the Award Agreement.

Unless otherwise specified in an award agreement, the vesting of stock options, restricted stock awards and restricted stock units will accelerate upon death, disabilityinvoluntary termination of employment or service simultaneous with or following a change in a change in control of the Company or the Bank.

Tax-Qualified Benefit Plans

401(k) Plan. 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 the 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 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 $18,000$19,500 for 20172020 for Employees under 50 years of age, and $24,000$26,000 for 20172020 for Employees over 50 years of age. In addition, the 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 which were allocated to his or her account. The Bank may make profit-sharing contributions at 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 any profit sharingprofit-sharing contributions upon his or her death, disability, or attainment of age 65 while employed with the 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 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 involuntary termination of employment (for a reason other than cause), disability, death, or a change in control, if such termination were effective as of December 31, 2017. The table below does not reflect amounts with respect to plans or 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.

CEO Pay Ratio Disclosure –

The following is a reasonable estimate calculation, prepared in accordance with SEC rules, of the ratio of the total annual compensation paid to Mr. Coughlin, our President and Chief Executive Officer, to the median of the total annual compensation of all of our employees, except Mr. Coughlin, for 2017.

Our median employee for this calculation was determined using wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for all of our active employees, excluding Mr. Coughlin, as of December 31, 2017. We included all employees, whether employed on a full-time, part-time or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to the data used, and we did not annualize the compensation for any full-time employees that were not employed with us for all of 2017.

After identifying the median employee as described above, we determined that the median employee had a total annual compensation of $27,432 for 2017, which was determined using the same methodology as required by the SEC for named executive officers as set forth in the summary compensation table at Page 20. The total annual compensation for Mr. Coughlin for the same period shown in the summary compensation table was $676,833. The ratio of Mr. Coughlin’s total annual compensation for 2017 to the median total annual compensation of all other employees for 2017 was 25:1.

Director Compensation

Directors’ Summary Compensation Table. Set forth below is summary compensation for each of ourthe Company’s Non-employee Directors for the year ended December 31, 2017.2020. Compensation paid to Directors who are also Named Executive Officers is reflected in the “Executive Compensation Summary” above.

As of December 31, 2020, each director has the following outstanding stock option and restricted stock awards:

Director Fees

Non-employee Directors of the Company received an annual retainer of $10,000 for their services for the fiscal year ended December 31, 2017.2020. 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, 2017.2020. 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, 2017.2020.

Non-employee Directors of the Bank received an annual retainer of $20,000$25,000 for their services for the fiscal year ended December 31, 2017.2020. 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, 2017.2020.

During the fiscal year ended December 31, 2017,2020, non-employee Directors of the Bank received fees and retainers ranging from $37,300$42,500 to $56,900.$61,100. 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 attending each Board meeting, $500 for attending each Special Board meeting, and the following as designated members of the below Committees: (1) Audit, Compensation, and Loan Committee - $300/meeting;meeting attended; (2) Joint ALCO/ERM/ERM and Budget CommitteeCommittees - $500/meeting. Membersmeeting attended; and, (3) $300/meeting attended for all other Committee Meetings attended as a

designated member of the other committees of the Bank were not paid fees for attendance at those committee meetings in 2017.Committee. Thomas Coughlin, who is a Director of the Bank and also an executive officer, did not receive any fees or a retainer for his services as a Director of the Bank for the fiscal year ended December 31, 2017.2020.

As noted in the “Compensation Discussion and Analysis” section, the Board of Directors of the Bank and the Company received no stock option or restricted stock awards for the year 2020.

Director Plans

Stock Benefit Plans. Directors are eligible to participate in the 2011 Stock Option Plan and the 2018 Equity Incentive Plan. Please see the descriptions of the plan set forth above under “Executive Compensation – Stock Benefit Plans” for further details.

Deferred Compensation Plan for Directors.The Board of Directors of the 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 the Bank are eligible to participate in the 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. The 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 the Bank’s highest paying time deposit, as determined as of the first day of each month, or as adjusted from time to time. The Bank may establish a “rabbi trust” to which the Bank may deposit such deferrals and interest, but such deposits shall remain subject to the claims of the 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 the 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 the Bank. Such adjustments take effect as of January 1 following the date the notice is given to the 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 the 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

The 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 and Pellegrini, the estate of former director Tagliareni, and former director Pasiechnik. The remaining 10% membership interest is owned by a limited liability company of which former director Brogan’s estate is a member. The percentage of ownership in the limited liability company is divided equally among the 10 individuals and/or entities. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, we believethe Company believes 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 2017,2020, total lease payments of $165,000 were made to thethat limited liability company. PaymentsRental payments under the lease were $13,750 per month in 2020. Rental payments under the lease currently totalare $13,750 per month. Each

The Bank leases its 876 Kinderkamack Road, River Edge, New Jersey, branch office from a limited liability company owned by directors Bielan, Coughlin, Hogan, Pellegrini, Rizzo, Robbins, and the estate of former director and former director’sBrogan. The percentage of ownership in the limited liability corporationcompany is divided equally among 10 individuals and/or entities.

The Bank leases its branch office in Woodbridge, New Jersey,those seven (7) individuals. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, the Company believes that the terms and conditions of the lease are comparable to terms that would have been available from a limited liability company, a portion of which is owned by directors Robbins and Stetz.third party that was unaffiliated with the Bank. During 2017,2020, total lease payments of $173,207.14$96,000 were made to that limited liability company. PaymentsRental payments under the lease were $8,000 per month in 2020. Rental payments under the lease currently are $8,000 per month.

The Bank leases its 190 Park Avenue, Rutherford, New Jersey, branch office from a limited liability company in which director Rizzo owns a 50% membership interest and director Hogan owns a 50% membership interest. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, the Company believes that the terms and conditions of the lease are comparable to terms that would have been available from a third party unaffiliated with the Bank. During 2020, total lease payments of $96,589 were made to that limited liability company. Rental payments under the lease were $7,153 per month in 2020. Rental payments under the lease currently total $14,374.23$7,153 per month.

The Bank leases its 734 Ridge Road, Lyndhurst, New Jersey, branch office from a limited liability company in which directors Ballance, Bielan, Coughlin, Hogan, Lyga, Pellegrini, Rizzo and Robbins each own a 10% membership interest. Former director Gary Stetz owns a 10% membership interest. The remaining 10% membership interest is owned by a limited liability company of which the estate of former director Brogan is a member. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, the Company believes that the terms and conditions of the lease are comparable to terms that would have been available from a third party unaffiliated with the Bank. During 2020, total lease payments of $88,200 were made to that limited liability company. Rental payments under the lease were $7,350 per month in 2020. Rental payments under the lease currently total $7,350 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 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 requireThe Company requires that any transaction in which a director, officer or a member of their immediate family has an interest, and in which the Bank is involved, must be reviewed and approved and/or ratified by the Board of Directors. Any such transaction must be made on terms no less favorable to us than it would be if wethe Company entered into a similar relationship with an unaffiliated third party. Any lending relationship between a director, officer or a member of their immediate family and the Bank must be reviewed and approved and/or ratified by the Board of Directors. All such loans are made on substantially the same terms as loans to third parties, consistent with banking regulations governing the origination of loans to directors, officers and employees of the Bank. The Board of Directors is responsible for overseeing the application of these policies and procedures, which are part of ourthe Company’s written policies.

Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1) extending or maintaining credit; (2) arranging for the extension of credit; or (3) renewing an extension of credit in the form of a personal loan for an officer or director. There are several exceptions to this general prohibition, one of which is applicable to us. Sarbanes-Oxley does not apply to loans made by a depository institution that is insured by the Federal Deposit Insurance Corporation and is subject to the insider lending restrictions of the Federal Reserve Act. All loans to ourthe Company’s directors and officers are made in conformity with regulations promulgated under the Federal Reserve Act.

PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

OurThe Company’s independent registered public accounting firm for the year ended December 31, 20172020, was Baker Tilly Virchow Krause LLP (“Baker Tilly”). On March 15, 2018, the Audit Committee met and decided to dismiss Baker Tilly as our independent registered public accounting firm. Our consolidated financial statements for the years ended December 31, 2017 and 2016 were audited by Baker Tilly. On March 15, 2018, our Audit Committee approved the engagement of Wolf & Company, P.C. to be our independent registered public accounting firm for the year ending December 31, 2018.

The audit reports of Baker Tilly on our consolidated financial statements as of and for the years ended December 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2017 and 2016 and the subsequent interim period through March 15, 2018, there were no: (1) disagreements with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to the satisfaction of Baker Tilly, would have caused Baker Tilly to make reference to the subject matter of the disagreements in connection with its audit reports, or (2) reportable events under Item 304(a)(1)(v) of SEC Regulation S-K.

During the years ended December 31, 2017 and 2016 through March 15, 2018, we did not consult with (“Wolf & Company, P.C. regarding any matters or events set forth in Item 304 (a) (2) (i) and (ii) of SEC regulation S-K.Company”).

The Audit Committee of the Board of Directors has approved the engagement of Wolf & Company P.C., to be ourthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, subject2021. The Audit Committee has directed that management submit the selection of the independent registered public accounting firm to the Company’s shareholders for ratification ofat the engagement by our shareholders at this annual meeting. Representatives of Wolf & Company P.C., 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 ourthe Company’s Bylaws 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 ourthe Company’s best interests and the best interests of ourthe Company’s shareholders.

Fees Paid to Baker TillyWolf & Company

Set forth below is certain information concerning aggregate fees billed for professional services rendered by Baker TillyWolf & Company during 20172020 and 2016:2019:

Audit Fees.The aggregate fees billed to us by Baker TillyWolf & Company for professional services rendered for the audit of ourthe Company’s annual financial statements, review of the financial statements included in ourthe Company’s Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory and regulatory filings and engagements was $215,025 and $210,811,$226,500 for the fiscal yearsyear ended December 31, 2017,2020 and $298,000 for the fiscal year ended December 31, 2016, respectively.2019.

Audit Related Fees.The aggregate fees billed to us by Baker TillyWolf & Company 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 Fees,”Fees” above was $33,500 and $31,195,$27,000 for the fiscal yearsyear ended December 31, 2017,2020 and $16,500 for the fiscal year ended December 31, 2016, respectively.2019.

Tax Fees.There were no fees billed to us by Baker TillyWolf & Company for professional services rendered for tax compliance, tax advice and tax planning for the fiscal yearsyear ended December 31, 2017,2020 and for the fiscal year ended December 31, 2016.2019.

All Other Fees.An additional fee of $10,000 was billed to us by Baker Tilly during the year ended December 31, 2017, for services related to the proposed merger with IA Bancorp.

There were no other fees billed to us by Baker TillyWolf & Company which are not described above for the fiscal yearsyear ended December 31, 2017,2020 and for the fiscal year ended December 31, 2016.

The Audit Committee has considered whether the provision of non-audit services, which relate primarily to costs incurred with tax compliance services rendered, is compatible with maintaining Baker Tilly’s independence. The Audit Committee concluded that performing such services does not affect Baker Tilly’s independence in performing its function as auditor for us.2019.

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-approvalpre-

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. All 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 Wolf & Company, P.C., as independent registered public accounting firm for the fiscal year ending December 31, 2018,2021, 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 WOLF & COMPANY, P.C., AS OURTHE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL III– APPROVAL OF THE BCB BANCORP, INC. 2018 EQUITY INCENTIVE PLAN

The Compensation Committee has adopted, subject to shareholder approval, the BCB Bancorp, Inc. 2018 Equity Incentive Plan (the “Plan”) to provide additional incentives for our officers, employees and directors to promote our growth and performance and to further align their interests with those of our shareholders. By approving the Plan, shareholders will give us the flexibility we need to continue to attract, motivate and retain highly qualified officers, employees and directors by offering a competitive compensation program that is linked to the performance of our common stock. If this Plan is approved by shareholders, no further grants will be made under the BCB Bancorp, Inc. 2011 Stock Option Plan (the “2011 Stock Option Plan”); however, currently outstanding grants under the 2011 Stock Option Plan will not be affected.

Why We Are Seeking Approval of the 2018 Equity Incentive Plan

Highlights of the 2018 Equity Incentive Plan

Material Features of the 2018 Equity Incentive Plan

The following is a summary of the material features of the Plan, which is qualified in its entirety by reference to the provisions of the Plan, attached hereto as Appendix A.

Shares Reserved; Overall Limits on Types of Grants; Share Counting Methodology

Limitations on Awards to Employees and Directors

The Plan includes the following limitations:

Eligibility

Employees and directors of the Company or its subsidiaries are eligible to receive awards under the Plan, except that non-employees may not be granted incentive stock options.

Types of Awards

The Compensation Committee may determine the type and terms and conditions of awards under the Plan, which shall be set forth in an award agreement delivered to each participant. Each award shall be subject to conditions established by the Compensation Committee that are set forth in the recipient’s award agreement, and shall be subject to vesting conditions and restrictions as determined by the Compensation Committee. Awards may be granted as incentive and non-qualified stock options, restricted stock awards or restricted stock units any of which may vest based either on the passage of time or achievement of performance, as follows:

Stock Options. A stock option is the right to purchase shares of common stock at a specified price for a specified period of time.

Restricted Stock. A restricted stock award is a grant of shares of our common stock to a participant for no consideration or such minimum consideration as may be required by applicable law.

Restricted Stock Units. Restricted stock units may be denominated in shares of common stock and are similar to restricted stock awards except that no shares of common stock are actually issued to the award recipient at the time of grant of a restricted stock unit.

Performance Awards. A performance award is an award, the vesting of which is subject to the achievement of one or more performance conditions specified by the Compensation Committee and set forth in the Plan. A performance award may be denominated in shares of restricted stock or restricted stock units.

Performance Measures

The performance measures that may be used for such awards may be based on one or more of the following performance measures, as selected by the Compensation Committee: book value or tangible book value per share; basic earnings per share; basic cash earnings per share; diluted earnings per share; diluted cash earnings per share; return on equity; net income or net income before taxes; cash earnings; net interest income; non-interest income; non-interest expense to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; return on average assets; cash return on average assets; return on average stockholders’ equity; cash return on average stockholders’ equity; return on average tangible stockholders’ equity; cash return on average tangible stockholders’ equity; core earnings; operating income; operating efficiency ratio; net interest rate margin or net interest rate spread; growth in assets, loans, or deposits; loan production volume; non-performing loans; cash flow; strategic business objectives, consisting of one or more objectives, based upon meeting specified cost targets, business expansion goals and goals relating to acquisitions or divestitures or goals relating to capital raising or capital management; any other measure determined by the Committee or any combination of the foregoing.

Performance measures may be expressed on an absolute and/or relative basis, or a before- or after-tax basis and may be based on comparisons using internal targets, the past performance of the Company and/or the past or current performance of other similar companies. Performance goals may also be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. The Committee may provide for the exclusion of the effects of the following items, to the extent the exclusion is set forth in the participant’s award agreement and identified in the audited financial statements or the annual proxy statement of the Company, including: (i) extraordinary, unusual and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) change in tax or accounting principles, regulations or laws; or (iv) the effects of expenses incurred in connection with a merger, branch acquisition or similar transaction.

Vesting of Awards

Change in Control

The Plan uses a double trigger change in control feature, providing for an acceleration of vesting upon an involuntary termination of employment or service simultaneous with or following a change in control.

Awards Subject to Clawback Policy

Awards granted under the Plan are subject to clawback if the Company is required to prepare an accounting restatement due to material noncompliance of the Company, as a result of misconduct with any financial reporting requirement under the federal securities laws and the forfeiture provisions of the Sarbanes-Oxley Act of 2002 apply. Awards may also be subject to clawback under any other clawback policy adopted by the Company from time to time.

Plan Administration

The Plan will be administered by the Compensation Committee, all of whom are “Disinterested Board Members,” as defined in the Plan. The Compensation Committee has power within the limitations set forth in the Plan to make all decisions and determinations regarding the selection of participants and the granting of awards; establishing the terms and conditions relating to each award; adopting rules, regulations and guidelines for carrying out the Plan’s purposes; and interpreting and otherwise construing the Plan. The Board of Directors (or those members of the Board of Directors who are “independent directors” under the corporate governance statutes or rules of any national securities exchange on which we list our securities) may, in its discretion, take any action and exercise any power, privilege or discretion conferred on the Compensation Committee under the Plan as if done or exercised by the Compensation Committee. The Plan also permits the Compensation Committee to delegate to one or more persons, including directors who do not qualify as “non-employee directors” within the meaning of Rule 16b-3, the power to: (i) designate officers and employees who will receive awards; and (ii) determine the number of awards to be received by them, provided that such delegation is not prohibited by applicable law or the rules of the stock exchange on which our common stock is traded.

The Compensation Committee has the authority to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award (other than to avoid the one-year minimum vesting requirement or in connection with a change in control as described above).

Approval of the Plan by the shareholders authorizes the Compensation Committee to determine the number of shares to be granted to non-employee directors, subject to the individual limitations in the Plan as set forth in the Plan and discussed above.

Amendment and Termination

The Board of Directors may, as permitted by law, at any time, amend or terminate the Plan or any award granted under the Plan. However, except as provided in the Plan, no amendment or termination may adversely impair the rights of an outstanding award without the participant’s (or affected beneficiary’s) written consent. The Board of Directors may not amend the Plan to allow repricing of a stock option, materially increase the aggregate number of securities that may be issued under the Plan (other than as provided in the Plan), materially increase the benefits accruing to a participant, or materially modify the requirements for participation in the Plan, without approval of shareholders. Notwithstanding the foregoing, the Board may, without shareholder approval, amend the Plan at any time, retroactively or otherwise, to ensure that the Plan complies with current or future law and the Board of Directors may unilaterally amend the Plan and any outstanding award, without participant consent, in order to conform to any changes in the law or any accounting pronouncement or interpretation thereof.

Duration of Plan

The Plan will become effective upon approval by the shareholders at this meeting. The Plan will remain in effect as long as any awards under it are outstanding; however, no awards may be granted under the Plan on or after the day immediately prior to the 10-year anniversary of the effective date of the Plan. At any time, the Board of Directors may terminate the Plan. However, any termination of the Plan will not affect outstanding awards.

Federal Income Tax Considerations

The following is a summary of the federal income tax consequences that may arise in conjunction with participation in the Plan.

Non-Qualified Stock Options. The grant of a non-qualified stock option will not result in taxable income to the participant. Except as described below, the participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the shares acquired over the exercise price for those shares, and we will be entitled to a corresponding deduction for tax purposes. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.

Incentive Stock Options. The grant of an incentive stock option will not result in taxable income to the participant. The exercise of an incentive stock option will not result in taxable income to the participant provided the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is defined in the Code). We will not be entitled to a tax deduction upon the exercise of an incentive stock option.

The excess of the fair market value of the shares at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation of the participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised. For purposes of determining the participant’s alternative minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at the time of exercise.

If the participant does not sell or otherwise dispose of the shares within two years from the date of the grant of the incentive stock option or within one year after the exercise of such stock option, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed as a capital gain. A capital loss will be

recognized to the extent that the amount realized is less than the exercise price. If the foregoing holding period requirements are not met, the participant will generally recognize ordinary income at the time of the disposition of the shares in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price, and we will be entitled to a corresponding deduction. If the amount realized exceeds the fair market value of the shares on the date of exercise, any additional amount will be a capital gain. If the amount realized at the time of disposition is less than the exercise price, the participant will recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares.

Restricted Stock. A participant who has been granted a restricted stock award will not realize taxable income at the time of grant, provided that the stock subject to the award is not delivered at the time of grant, or if the stock is delivered, it is subject to restrictions that constitute a “substantial risk of forfeiture” for federal income tax purposes. Upon the later of delivery or vesting of shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of those shares and we will be entitled to a corresponding deduction for tax purposes. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting. Dividends paid to the holder will also be compensation income to the participant and we will be entitled to a corresponding deduction for tax purposes. A participant who makes an election under Code Section 83(b) will include the full fair market value of the restricted stock award (or portion of the award subject to such election) in taxable income in the year of grant at the grant date fair market value. The Compensation Committee has the right to prohibit participants from making Code Section 83(b) elections.

Restricted Stock Units. A participant who has been granted a restricted stock unit will not realize taxable income at the time of grant and will not be entitled to make an election under Code Section 83(b) since no stock is actually transferred to the recipient on the date of grant. At the time a restricted stock unit vests, assuming the award is distributed at that time, the recipient will recognize ordinary income in an amount equal to the fair market value of the common stock or the amount of cash received. If the restricted stock unit is not distributed at the time it vests, no income will be recognized at that time and taxation will be deferred until the value of the restricted stock unit is distributed. At the time the recipient recognizes taxable income on a restricted stock unit, we will be entitled to a corresponding tax deduction in the same amount recognized by the award recipient.

Withholding of Taxes. We may withhold amounts from participants to satisfy withholding tax requirements. Except as otherwise provided by the Compensation Committee, participants may have shares withheld from awards to satisfy tax withholding requirements up to an amount that will not trigger adverse accounting for the Company.

Change in Control. Any acceleration of the vesting or payment of awards under the Plan in the event of a change in control or termination of service following a change in control may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the Code Section 280G, which may subject the participant to a 20% excise tax and preclude deduction by the Company.

Deduction Limits. Code Section 162(m) generally limits our ability to deduct for tax purposes compensation in excess of $1.0 million per year for each of our chief executive officer, our chief financial officer and three other executive officers named in the summary compensation table (each, a “covered employee”) of our annual proxy statement, as well as any employee who has been designated a covered employee for any fiscal year beginning after December 31, 2016. Compensation resulting from awards under the Plan will be counted toward the $1.0 million limit.

Tax Advice. The preceding discussion is based on federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the Plan. A participant may also be subject to state and local taxes in connection with the grant of awards under the Plan.

Accounting Treatment

Under Accounting Standards Codification (“ASC”) 718, Compensation-Stock Compensation and ASC 505-50, Equity Based Payment to Non-Employees, the Company is required to recognize compensation expense on its income statement over the requisite service period based on the grant date fair value of equity-based compensation (such as restricted stock and restricted stock units).

Awards to be Granted

The Compensation Committee has adopted the Plan. If the Plan is approved by shareholders, the Compensation Committee intends to meet after such approval to determine the specific terms of the awards, including the allocation of awards to executive officers, employees and non-employee directors. At the present time, no specific determination has been made as to the allocation of awards.

Required Vote and Recommendation of the Board of Directors

In order to approve the Plan, 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 APPROVAL OF THE BCB BANCORP, INC. 2018 EQUITY INCENTIVE PLAN.

PROPOSAL IV– ADVISORY VOTE ON EXECUTIVE COMPENSATION

The compensation of our Chief Executive Officer, Chief Financial Officer and our three otherthe Named Executive Officers of the Company is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sectionssection above. Shareholders are urged to read the “Compensation Discussion“The Compensation Committee -- Roles and Analysis”Responsibilities” section of this Proxy Statement, which discusses ourthe Company’s compensation policies and procedures with respect to ourthe Company’s Named Executive Officers.

In accordance with Section 14A of the Exchange Act, shareholders will be asked at the Annual Meetingannual meeting to provide their support with respect to the compensation of ourthe Company’s Named Executive Officers by voting on the following advisory, non-binding resolution:

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

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 ourthe Company’s 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 ourthe Company’s executive compensation programs.

Required Vote and Recommendation of the Board of Directors

In order for the resolution set forth above to be approved, the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote thereon at the annual meeting is required. Unless otherwise instructed, validly executed proxies will be voted “FOR” this resolution.

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

PROPOSAL VIV– ADVISORY VOTE ON THE FREQUENCY OF FUTURE “SAY-ON-PAY” ADVISORYSHAREHOLDER VOTES ON
EXECUTIVE COMPENSATION

Pursuant toAs described in Proposal III above, in accordance with the requirements of Section 14A of the Exchange Act we are required at least once every six yearsand the related rules of the SEC, shareholders have the opportunity to askcast an advisory vote to approve the compensation of the Company’s named executive officers (a so-called “say-on-pay proposal”). Proposal IV affords shareholders the opportunity to cast an advisory vote on whetherhow often the Company should include a say-on-pay proposal in the proxy materials for future “say-on-pay” advisory votes onannual shareholder meetings or any special shareholder meeting for which the Company must include executive compensation should occurinformation in the proxy statement for that meeting (a so-called “say-on-pay frequency proposal”). Under this proposal, shareholders may vote to have the say-on-pay vote every year, every two years, or every three years. We last requested shareholders to make such recommendation

Shareholders voted on a similar proposal at ourthe annual meeting of shareholders held in 2012.

2018 with the most votes cast to hold the say-on-pay vote every year. After careful consideration, the Board of Directors recommends that future shareholder “say-on-pay”say-on-pay votes be conducted every three years. While the Board values constructive input from shareholders regarding the Company’s compensation philosophy, policies and practices, and believes it is important that such policies and practices are aligned with the best interests of shareholders, the Board believes that having a say-on-pay vote every three years will provide the Board and Compensation Committee with sufficient input from the Company’s shareholders. The Company’s shareholders have approved the compensation of the Company’s Named Executive Officers at each of the last five annual meetings. Therefore, the Board does not believe that a say-on-pay vote held more frequently than every three years is necessary or meaningful.

As an advisory vote, this proposal is not binding on the Company, the Board of Directors, or the Compensation Committee. The Compensation Committee and the Board, however, value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting a say-on-pay vote.

It is expected that the next vote on a say-on-pay frequency proposal will occur at the 2027 annual meeting of shareholders.

Shareholders may cast their advisory vote to conduct advisory votes on executive compensation be conducted every year. The determination was based upon the premise that Named Executive Officer compensation is evaluated, adjusted“1 Year,” “2 Years,” or “3 Years,” or “Abstain.”

Required Vote and approved on an annual basis byRecommendation of the Board of Directors upon a recommendation from the Compensation Committee and the belief that investor sentiment should be a factor taken into consideration by the Compensation Committee in making its annual recommendation.

AlthoughA plurality of the Board of Directors recommends a “say-on-pay”votes cast will determine the shareholders’ preferred frequency for holding an advisory vote every year, shareholders will be able to specify one of four choiceson executive compensation. This means that the option for this proposal on the proxy card:holding an advisory vote every one year, two years, or three years or abstain. Shareholders are not voting to approve or disapprovereceiving the greatest number of votes will be considered the preferred frequency of the Board of Directors’ recommendation.

Although this advisory vote regarding the frequency of “say-on-pay” votes is non-binding on the Board of Directors, the Board of Directors and the Compensation Committee will review the voting results and take them into consideration when deciding how often to conduct future “say-on-pay” shareholder advisory votes.

Unless otherwise instructed, validly executedshareholders. All proxies will be voted for the “One Year”three-year frequency option.unless a shareholder specifies to the contrary on such shareholder’s proxy card.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOUSHAREHOLDERS VOTE TO SELECTFOR THE “ONE YEAR”THREE-YEAR FREQUENCY OPTION.ALTERNATIVE.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act and related regulations of the SEC require the Company’s officers and directors and persons who own more than ten percent of a registered class of the Company’s equity securities (“ten-percent holders”) to file reports of ownership and changes in ownership with the SEC. Officers, directors, and ten-percent holders are required by regulation to furnish the Company with copies of all Section 16(a) forms they file. To