BCB Bancorp, Inc.

595 Avenue C

Bayonne, New Jersey 07002

March 18, 2022

15, 2024

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 28, 2022.

25, 2024.

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 Wolf & Company, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2022;2024; and (iii) an advisory, non-binding resolution with respect to the executive compensation described in this Proxy Statement.

the proxy statement.

The Board of Directors has determined that approval of the matters to be considered at the annual meeting is in the best interests of shareholders. For the reasons set forth in the proxy statement, the Board of Directors recommends a vote “FOR” its proposed director nominees, as well as proposals (ii) and (iii) above.

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

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

Sincerely,

Mark D. Hogan

ChairmanBy Order of the Board

BCB Bancorp, Inc. of Directors

595 Avenue CRyan Blake

Bayonne, New Jersey 07002Chief Operating Officer and Secretary

March 15, 2024

Your vote is important!

Shareholders of record can vote their shares by using the Internet or the telephone or by attending the meeting and voting. Instructions for voting by using the Internet or the telephone are set forth on the proxy card that has been provided to you. The prompt voting of proxies will save us the expense of further requests for proxies. Shareholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the self-address envelope provided, or by attending the meeting voting virtually. If you need directions to attend the annual meeting and to vote in person, please call us at 1 (800) 680-6872680-6872.

GENERAL INFORMATION

Solicitation of Proxies

Notice is hereby given that the Annual MeetingThe Board of ShareholdersDirectors of BCB Bancorp, Inc. (the “Company”“Company,” “we,” “our,” or “us”), will is providing this Proxy Statement to solicit proxies for use at the Company’s annual meeting of shareholders to be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002 on April 28, 2022,25, 2024, at 10:00 a.m., Eastern Time. (Eastern Time) or any adjournment or postponement thereof (the “Annual Meeting”). The Company is first delivering this Proxy Statement and the foregoing Notice on or about March 15, 2024.

Purpose of the Meeting

A Proxy Card and a Proxy Statement forAt the annual meeting are enclosed, along with a copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The annual meeting is being held so thatMeeting, our shareholders maywill be asked to vote on the following matters:proposals:

Voting and Revocation of Proxies

Shareholders of record have a choice of voting by way of traditional proxy card, by telephone or through the Internet.

	3.	An advisory, non-binding resolution ∎   Mark your selections on the proxy card. ∎   Date and sign your name exactly as it appears on the proxy card. ∎   Mail the proxy card in the postage-paid envelope that’s provided to you with respectyour proxy card. If you return the signed proxy card but do not mark the boxes showing how you wish to vote, your votes will be cast “FOR” the election of all director nominees; “FOR” the ratification of the appointment of Wolf & Company LLP as the Company’s independent registered public accounting firm; and “FOR” the approval of the Company’s named executive compensation described in this Proxy Statement;officer compensation.
		Call toll-free 1-800-652-8683 and follow the voice prompts.
		Access the website www.investorvote.com/BCBP and follow the instructions.

such other business as may properly come before1

We encourage each shareholder of record to submit their proxy electronically through the annual meetingInternet, if that option is available, or by telephone. Delivery of a proxy in any adjournment or postponement of the annual meeting.three ways listed above will not affect the right of a shareholder of record to attend the Annual Meeting and vote during the Annual Meeting. If you hold your shares in “street name” (that is, through a broker, trustee or other holder of record), you will receive a voting instruction card from your broker seeking instructions as to how your shares should be voted. If no voting instructions are given, your broker or nominee has discretionary authority to vote your shares on your behalf on routine matters. A “broker non-vote” results on a matter when your broker or nominee returns a proxy but does not vote on a particular proposal because it does not have discretionary authority to vote on that proposal and has not received voting instructions from you. We believe that your broker or nominee only has discretionary voting power with respect to the proposal regarding the ratification of the appointment of the independent registered public accounting firm. You may not vote shares held in “street name” at the Annual Meeting unless you obtain a legal proxy from your broker or holder of record.

Any shareholder of record giving a proxy may revoke it by doing any of the following:

Any written notice of revocation, or later dated proxy, should be delivered to the Company, Attention: Ryan Blake, Executive Vice President, Chief Operating Officer and Secretary.

Record Date

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. ShareholdersOnly shareholders of record at the close of business on March 9, 2022,6, 2024 (the “Record Date”) are the shareholders entitled to notice of, and 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, OR VOTE NOW BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY 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. If 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, the ratification of auditors, and in connection with the matter 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 card are available online at www.bcb.bank. If you need directions to attend the Annual Meeting and to vote in person, please call us at 1 (800) 680-6872.

Bayonne, New Jersey

March 18, 2022

IMPORTANT: THE PROMPT VOTING OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR 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

1 (800) 680-6872

ANNUAL MEETING OF SHAREHOLDERS

To be Held on April 28, 2022

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 28, 2022, 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 18, 2022.

Meeting. At the annual meeting, shareholders will vote on the election of four directors, the ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and an advisory, non-binding resolution with respect to the Company’s executive compensation described in this Proxy Statement, 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.

RECORD DATE AND QUORUM

Holders of record of our common stock as of the close of business on March 9, 2022, our record date, arethe Record Date, there were 16,954,391 shares of the Company’s common stock outstanding, each of which will be entitled to one vote for each share then held. Asat the Annual Meeting.

Quorum

The presence, in person or by proxy, of the record date, we had 16,984,538 shares of common stock issued and outstanding. Holders ofshareholders entitled to cast at least a majority of the outstanding shares of common stockvotes that all shareholders are entitled to votecast will constitute a quorum at the annual meeting mustAnnual Meeting. Proxies received but marked as abstentions will be included in the calculation of the number of votes considered to be present at the annual meeting or represented by proxy for the transaction of business. This is called a quorum. Abstentions and broker non-votes will be countedAnnual Meeting for purposes of determining ifthe presence of 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.quorum.

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

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 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 such firm; (ii) vote “AGAINST” the ratification of such firm; or, (iii) “ABSTAIN” from voting for or against the ratification of such firm. The affirmative vote of a majority of the votes cast 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 toapproval of the Company’s named executive officer 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 is required for the approval of this the advisory, non-binding resolution. resolution with respect to the Company’s executive compensation. While this vote is required by law, it will neither be binding on the Company, or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company, or the Board of Directors.

If any other matters are properly presented for consideration at the meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the persons named in the proxy card will have discretion to vote on those matters according to their best judgment to the same extent as the person signing the proxy would be entitled to vote. At the date of this proxy statement, we do not anticipate that any other matters will be raised at the Annual Meeting.

The

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General

Our certificate of incorporation provides that the Board of Directors will designate an inspectorshall consist of elections who will count the votes at, and certify the results of, the annual meeting.

Regardless of the number of shares of common stock owned, it is important that holders of a majority of the shares of the Company’s common stock be represented by proxynot less than one 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, or by telephone or the internet by following the instructions on the proxy card. Shareholders mailing their proxy card are urged to indicate their vote in the spaces provided on the proxy card. PROXIES WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS GIVEN ON THE PROXY. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED “FOR” EACH NOMINEE FOR DIRECTOR AND “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 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

Persons and entities who beneficially own in excess of 5% of the 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. The following table sets forth, as of March 9, 2022, the shares of common stock beneficially owned by each person or entity who was known to us as the beneficial owner of more than 5%25 members, as fixed by the Board of the Company’s outstanding shares of common stock.

PROPOSAL I - ELECTION OF DIRECTORS

Directors from time to time. The Company’s Board of Directors is currently composed of 11 members and is divided12 members. Our certificate of incorporation divides the Board into three classes, with oneeach class to be as nearly equal in number as possible. Each class will serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, elected each year. The Company’snominees for directors in that class will generally be elected toconsidered for election for three-year terms at the annual meeting of shareholders in the year in which the term of directors in that class expires. However, director Thomas Coughlin and the Board of Directors have agreed that he will only serve for a three-year period and until their respective successors have been elected and qualify. Four directors will beone-year term if elected at the annual meeting. TheAnnual Meeting.

Director Nominees of the Board of Directors

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has re-nominated Judith Bielan, James Collins, Mark D. Hogan,unanimously nominated each of Thomas Coughlin, Vincent DiDomenico, Jr., Joseph Lyga, and John PulomenaMichael Shriner for three-year terms aselection to the class of directors at the annual meeting. Each nominee of the BoardCompany with terms expiring in 2027, except for Mr. Coughlin whose term will expire in 2025. Each director nominee currently serves as a director of DirectorsBCB Bank, the Company’s wholly owned subsidiary (the “Bank”), and each has consented to being named in this Proxy Statement.Statement and to serve, if elected. Each of the directors elected at the Annual Meeting will hold office until the 2027 annual meeting of shareholders and until their successors are duly elected and qualified, except that Mr. Coughlin will hold office until the 2025, and until their successor is duly elected and qualified. If any of the nominees become unable to accept their nomination or election, the persons named in the proxy may vote for a substitute nominee selected by the Board of Directors. Our management, however, has no present reason to believe that any nominee will be unable to serve as a director, if elected.

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BOARD OF DIRECTORS AND DIRECTOR NOMINEES

The following table sets forth certain information with respect to our continuing directors and our director nominees as of March 9, 2022, regarding the compositiondate of this Proxy Statement:

Our directors and director nominees collectively possess the expertise, leadership skills, and diversity of experiences and backgrounds to oversee the execution of the Company’s Board of Directors, including the terms of office of Board membersgrowth strategy and protect long-term stockholder value, which qualifications are summarized below. More detailed information regarding the Company’s named executive officersabout each director and the executive officersdirector nominee can be found under their respective biography.

The following matrix summarizes certain demographic characteristics of the Bank. Itboard of directors, including having two “diverse” directors as defined in the board diversity rules adopted by Nasdaq.

* Based on 12 Total Number of Directors

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Directors

Robert Ballance has 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. Mr. Ballance is intended that the proxies solicited on behalfowner of a floor covering business located in Bayonne, New Jersey. Mr. Ballance is a member of various clubs and civic organizations throughout the communities the Company serves. With his lengthy experience as a businessman, community leader, civil servant, and as former director of the Bayonne Federal Credit Union, the Board of Directors (other than proxies in which the vote is withheldbelieves Mr. Ballance brings valuable support and insight as to the nominee) will be voted at the annual meeting for the electionboth a director 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 nomineeBank and any other person pursuant to which such nominee was selected.

* Less than 1%.

Biographical Information Regarding Nominees, Continuing Directors and Executive Officers

Set forth below is biographical information regarding the Company’s nominees, directors, and executive officers. For the individuals named below, all nominees are currently directors of the Company.

Nominees for Directors:

Judith Q. Bielan, Esq. is an attorney who has practiced law in New Jersey for over 30 years. In 1993, Ms. Bielan founded 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 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 JerseyNJ State Legislative Committee and the Hudson County Bar Association Due Diligence and Family Law Committees. She continues to serve as a Vice President on the Hudson County Bar Foundation.Legislative Committee. In the past, Ms. Bielan has been court-appointed to serve as a Commissioner on the Hudson County Condemnation Board, and has served on the Hudson County Fee Arbitration Committee, Due Diligence, Family Law, and Early Settlement Panel.Panel Committees. In 2010 Ms. Bielanshe was named President of the Hudson County Bar Association. In 2005 she received the Hudson County Family Lawyer of the Year Award.

Throughout her career, Ms. Bielan continued to serve the New Jersey and Hudson County communities by volunteeringvolunteered as a Trustee on the Board of “Women Rising,” by coaching bothcoached boys’ and girls’ basketball at the Bayonne PAL, by teaching Jurisprudence at Montclair State University and taught Adult Education Classesclasses at Bayonne High School.  From 2001 – 2010 she served on the Advisory Board and then as Vice Chair on 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 various organizations in her community lead to her appointment as a member ofFrom 2001-2010 she served on the Board of Directors at the Company’s founding. Ms. BielanHoly Family Academy. She holds degrees from Montclair State College (now University) and Seton Hall University School of Law. Ms. Bielan currently serves as Chair of the Bank’s Sitecompany’s Nominating and Corporate Governance Committee.

Ryan Blake serves as Executive Vice President, Chief Operating Officer, Corporate Secretary, and Director of the Company and the Bank. Mr. Blake has been with the company since 2008 and has served in his current role since 2021. Prior to then, Mr. Blake served as the Company’s Vice President and Controller. Mr. Blake currently serves as a trustee on the board of the Bayonne Public Library, has served as a commissioner on the Zoning Board of the City of Bayonne, as Vice President for a chapter of Rotary International, and is a former director of the New Jersey Pride Chamber of Commerce. Mr. Blake is a graduate of the ABA Stonier Graduate School of Banking at the Wharton School at the University of Pennsylvania, holds Bachelor’s degrees in both Finance and in Economics from Kean University, and has earned a Master’s degree in Business Administration from Rutgers University.

James E. Collins James Collins has worked in the banking industry since 1972, and currently serves as a board member for the Bank and the Company. Mr. Collins was VP/Senior Lending Officer and Community Reinvestment Officer of the Bank when it opened in 2000. 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 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 Past President of Ireland’s 32 and as citywide Director for the Bayonne C.Y.O. sports programs. He has served as a Trustee and Treasurer for the Bayonne Education Foundation and was a member of the Directorate at Marist High School in Bayonne. Currently, he is a member of the Dorchester County Certified Emergency Response Team. Mr. Collins was educated at O.L.S.S. grammar school, Marist High School, and received a B.S from St. Peter’s College. Mr. Collins also attended graduate school at the National School of Banking and was a Certified Real Estate Appraiser and member of the Review Appraiser Society.

Thomas M. Coughlin was the President and Chief Executive Officer of the Bank and the Company from their formation until December 31, 2023. Mr. Coughlin has been in the banking industry for over 38 years. He formerly served as Vice President of Chatham Savings Bank and before that as Controller and Corporate Secretary of First Savings Bank of New Jersey. Believing 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 the Bank led the way for expansion with the integrations of Pamrapo Savings Bank, Allegiance Savings, and Indus American Bank. Mr. Coughlin earned a Bachelor of Science degree from Saint Peter’s University, Jersey City and received his CPA designation in 1982. Mr. Coughlin is also the recipient of numerous awards and accolades from various organizations throughout New Jersey and New York in recognition of his service and dedication to the communities he serves.

Mark D. Hogan, C.P.A.Vincent DiDomenico, Jr. is the Founder and Managing Member of Delta Equity Management, L.L.C. et al developers of Commercial Real Estate in the New Jersey & New York Metropolitan Area. His real estate companies own

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and manage institutional-grade commercial real estate assets. Mr. DiDomenico has been a certified public accountant with an office located in Bayonne, NJDirector of the Bank and Naples, FL. Mr. Hogan is a registered financial representativethe Company since May 2017, where he serves on the Loan, Compensation (Chairman), and has earned the following licenses and designations: NASD Series 7, 24, 63 and 66; Mr. HoganLaw Committees. He also served on the Board of Trustees, foras well serving as a past two-term (2003-2005 & 2009-2011) Vice President and a past two-term (2006-2008 & 2011-2013) President, of the New Jersey Self Storage Association (NJSSA). Mr. DiDomenico is also a former Board of Trustee Member of St. Peter’s Preparatory School and a former Board of Trustee Member of Far Hills Country Day School. Currently,Prior to founding his current companies, Mr. Di Domenico was distinguished as a Deming Scholar from the Gabelli School of Business at Fordham University where he earned an MBA in Finance and Statistics, with a concentration in International Business Studies. He also currently serves on the Capital Campaign Committee at The Delbarton School and has served as Co-Chairman of the Far Hills Country Day School Capital Campaign Committee as well as the Board of Governors for the Archdiocese of Newark, C.Y.O. & Young Adult Ministries. He is a graduate of St. Peter’s Preparatory School (1984) and graduate of Villanova School of Business where he received a B.S. degree in Finance (1988).

Mark D. Hogan, C.P.A. is actively serving as Chairman of the Board of the Company, a position he has held since 2003. He has been a Director of the Company since its inception. Prior to beginning his service for the Company, Mr. Hogan servesfirst founded, built, and recently retired from, two (2) successful businesses: Hogan and Associates, LLC, a CPA practice which he had operated for almost three (3) decades; and Hogan Financial Advisors, Inc., a wealth management practice which he had operated for over twenty-five (25) years.

Mr. Hogan, who maintains his active CPA license, is currently managing his family’s real estate portfolio. Mr. Hogan’s Community Involvement includes service on the Board of Trustees for the Count Basie Theatre,of three organizations, namely: St Peter’s Preparatory School, where he is thealso served as Chairman of the Finance Committee; Count Basie Center for the Arts, where he also served on the Executive Committee and memberas Chairman of the Executive Committee.Finance Committee; and St. Ann’s Home for the Aged Corp. Mr. Hogan has humbly received innumerable awards for his Community Involvement. Because of Mr. Hogan’s extensive professional experience, his achievements and his aforesaid licenseslicense and designations, he is deemed well-qualified to actively serve as Chairman of the Company’s Board of Directors. Mr. receivedHogan graduated with a B.S. in Finance from Pace University.University in New York City.

Joseph Lyga has served as an Independent Director of the Company since its founding in 2000. Mr. Lyga has been a self-employed contractor and consultant in computer technology, security, network and systems design for the last 39 years. Mr. Lyga attended Jersey City State College and continued his education at the Chubb Institute for Technology. Studying computer programming, as a computer technician, and in computer network design. Mr. Lyga has obtained several certifications in the computer science field, such as those in cybersecurity, Network+, Security+, IT security, Cisco, and most recently obtained a certificate in Cybersecurity from Harvard University in Managing Risk. Mr. Lyga’s dedicated service and his extensive business background in Information Technology provide the Board of Directors with desired insights into the field of information technology. Mr. Lyga is also a member of several clubs and civic organizations.

John Pulomena has been the County Administrator of Middlesex County, New Jersey, for the past 13 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.

Continuing Directors:

Robert Ballance has 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. Mr. Ballance is the owner of a floor covering business located in Bayonne, New Jersey. Mr. Ballance is a member of various clubs and civic organizations throughout the communities the Company serves. Currently, Mr. Ballance serves as Chairman of the Company’s Budget Committee. With his lengthy experience as a businessman, community leader, civil servant, and as former director of the Bayonne Federal Credit Union, the Board of Directors believes Mr. Ballance brings valuable support and insight as both a director of the Bank and the Company, as well as to the role of Budget Committee Chairman.

Thomas M. Coughlin is the President and Chief Executive Officer of BCB Bank and BCB Bancorp, Inc. Mr. Coughlin has been in the banking industry for over 38 years. He formerly served as Vice President of Chatham Savings Bank and before that as Controller and Corporate Secretary of First Savings Bank of New Jersey. Believing 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, Allegiance Savings, and Indus American Bank.

Mr. Coughlin currently serves as the President of the Bayonne 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 Trustee of D.A.R.E. and the Bayonne P.A.L. Coughlin is also a member of the NJ Canna Business Association and the NJ Cannabis Association. Mr. Coughlin earned a Bachelor of Science degree from Saint Peter’s University, Jersey City and received his CPA designation in 1982. Mr. Coughlin is also the recipient of numerous awards and accolades from various organizations throughout New Jersey and New York in recognition of his service and dedication to the communities he serves.

Vincent DiDomenico, Jr. is the Founder and Managing Member of Delta Equity Management, L.L.C. et al developers of Commercial Real Estate in the New Jersey & 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 also served on the Board of Trustees, as well serving as a past two-term (2003-2005 & 2009-2011) Vice President and a past two-term (2006-2008 & 2011-2013) President, of the New Jersey Self Storage Association (NJSSA). Mr. DiDomenico is also a former Board of Trustee Member of St. Peter’s Preparatory School and a former Board of Trustee Member of Far Hills Country Day School. Prior to founding his current companies, Mr. Di Domenico was distinguished as a Deming Scholar from the Gabelli School of Business at Fordham University where he earned an MBA in Finance and Statistics, with a concentration in International Business Studies. He also currently serves on the Capital Campaign Committee at The Delbarton School and has served as Co-Chairman of the Far Hills Country Day School Capital Campaign Committee as well as the Board of Governors for the Archdiocese of Newark, C.Y.O. & Young Adult Ministries. He is a graduate of St. Peter’s Preparatory School (1984) and graduate of Villanova School of Business where he received a B.S. degree in Finance (1988).

Joseph Lyga Joseph Lyga has served as an Independent Director of the Company since its founding in 2000. Mr. Lyga has been a self-employed contractor and consultant in computer technology, security, network and systems design for the last 39 years. Mr. Lyga attended Jersey City State College and continued his education at the Chubb Institute for Technology. Studying computer programming, as a computer technician, and in computer network design. Mr. Lyga has obtained several certifications in the computer science field such as those in cybersecurity, Network+, Security+, IT security, Cisco, and as an Ethical Hacker. Mr. Lyga’s dedicated service and his extensive business background in Information Technology provides the Board of Directors with desired insights into the field of information technology. Mr. Lyga is also a member of several clubs and civic organizations.

Dr. August Pellegrini, Jr. Dr. August Pellegrini, Jr. practiced general dentistry in Bayonne, New Jersey, for 30 years until he retired in 2016. He is currently a member of the American Dental Association, the New Jersey Dental Association, and the Hudson County Dental Society. Dr. Pellegrini also served as an Assistant Dean at the Rutgers School of Dental Medicine in Newark, New Jersey. He sat on the Board of Trustees of Matheny Hospital in Peapack, NJ for 6 years, where he was 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. Dr. Pellegrini currently serves as Chairman of the Company’s Nominating and Corporate Governance Committee.

James G. Rizzo has 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 Company’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, Mr. Rizzo is currently in the real estate management business. His career began at Drexel Burnham and included 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

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Advisory Board of the University’s Business School. He is also a graduate of St. Peter’s Preparatory 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 an 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 serves on the Board of St. Dominic’s Academy in Jersey City, N.J.

Spencer B. Robbins is the Managing Director of the Law firm of Robbins & Robbins, Esqs. Located in Woodbridge, New Jersey for the past 3842 years. The firm is full-service law office, with a specialtyan emphasis in litigation. Mr. Robbins was a founding member of Allegiance Community Bank whichwhere he served as Chairman of the Board of Directors until it merged with BCB Communitythe Bank in 2011. Mr. Robbins previouslypresently serves as the Presiding Judge of Sayreville Municipal court and has served as the Chief Judge of Woodbridge Township, and served as the Judge for the South Plainfield and Sayreville Municipal Courts.municipal courts. Mr. Robbins has also beenis involved with manynumerous clients in the real estate development process and is active in other business development.development for the Bank. Mr. Robbins also serves ason many committees of the Bank and is Chairman of the Bank’s Legal Committee.

Executive Officers who are not Directors:

Ryan Blake, 31, Senior Vice President, Chief Operating Officer, and Corporate Secretary of BCB Bancorp, Inc. and BCB Bank. Mr. Blake has been withMichael A. Shriner serves as the company since 2008 and has served in various capacities, most recently as Vice President and Controller.Chief Executive Officer of the Bank and the Company. Mr. Blake currentlyShriner also serves as a trusteeDirector on the board of the Bayonne Public Library, asBank. Mr. Shriner, a commissioner on35-year veteran of banking, was formerly President and Chief Executive Officer of Millington, New Jersey-based MSB Financial Corp. and Millington Bank prior to being acquired by Kearny Bank. Under his leadership, he converted Millington Bank from a mutual holding company structure to a fully public institution through a Second Step Conversion. Mr. Shriner joined Millington Bank in 1987 and held various commercial and corporate banking positions, including that of Chief Operating Officer and Board Member prior to his promotion to President and Chief Executive Officer in 2012. Most recently, he held the Zoning Boardrole of the City of Bayonne, as ViceMarket President for a chapterKearny Bank, where he transitioned legacy Millington Bank customers to Kearny Bank following the merger acquisition. Mr. Shriner holds an Associate of Rotary International, and is a former director of the New Jersey Pride Chamber of Commerce. Mr. Blake holds Bachelor’s degrees in both Finance and in Economics from Kean University and a Master’s degreeArts Degree in Business Administration from Rutgersthe University of New Hampshire and is a Graduate of The National School of Banking, Fairfield University.

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Kenneth G. Emerson, 60, is Senior serves as Executive Vice President and Chief Strategy and Risk Officer of the Company and the Bank. He has 35 years of New Jersey banking experience, most recently at Blue Foundry Bank where for over 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.

David Garcia, 58, is Senior serves as Executive Vice President and Chief Lending Officer of BCBthe Bank. 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,the Company, he served for over 11 years in various senior capacities at Oritani Bank, most recently as Executive Vice President of 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 an MBA from Fairleigh Dickinson University. He is the 2019-2021 Chairman of the Real Estate Board of New York Finance Committee, and is active in a number of industry organizations.

Frank Grecowas promoted to Senior Vice President and Chief Credit Officer of the Bank in September 2023. Prior to that time, he served as VP, Portfolio Management Manager of the Bank from January 2019 through August 2023. Prior to the Bank he served as Senior Vice President and Senior Loan Officer at Freedom Bank from 2016 to 2018, as Senior Vice President of Bank of New Jersey from 2012 to 2016 and as Senior Vice President and Senior Loan Officer of First Commerce Bank from 2009 to 2012. Prior to 2009, Mr. Greco held various credit and lending positions at banks in New Jersey and Pennsylvania. Mr. Greco holds a Bachelor of Science degree from the New Jersey Institute of Technology and is a graduate of The Graduate School of Banking, Madison, Wisconsin.

Sandra L. Sievewright, 57, is serves as Senior Vice President and Chief Compliance Officer of the Bank. She has been in the banking industry for over 30 years. Ms. Sievewright’s diverse experience includes management positions in compliance, bank secrecy, community reinvestment, marketing, security, branch administration, operations and residential lending. She joined the 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, New Jersey. From October 2005 to July 2013, Ms. Sievewright was the Senior Vice President and Compliance Officer of Bogota Savings Bank in Teaneck, New Jersey.

Wing Siu, 62, is Senior Vice President, Chief IT & Information Security Officer19

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides a description of the Bank. He joined the Bank in 2013 with over 20 yearsroles and responsibilities 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.

Karen Duran, 53, was appointed interim principal financial officer and principal accounting officer of the company and the Bank on March 2, 2022. Ms. Duran has been in the banking industry for over 30 years. She has

been with the Company and the Bank since 2010, serving most recently as Vice President and Chief Accounting Officer. Prior to this, she served for over 23 years in various capacities at Pamrapo Savings Bank, where she ended her tenure as Controller. She currently serves as Treasurer of the Bayonne Education Foundation. Ms. Duran earned a Bachelor’s of Science degree in Accounting from St. John’s University and received her CPA designation from the State of New Jersey in 1997.

Board Independence

The Board of Directors has determined that, as of December 31, 2021, except for 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 the Company and the 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 each 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.”

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 through 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 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. Additionally, this CD&A describes the Company’s executive compensation philosophy, guidelines and programs, and the material factors affecting the Company’s decisions regarding the compensation of its senior executives. The Named Executive Officers for the fiscal year 2023 are:

Given the increasing, critical nature of information technology and cybersecurity risks, the Bank has 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.

Thomas Coughlin		President & Chief Executive Officer
Ryan Blake		Executive Vice President and Chief Operating Officer
Jawad Chaudhry		Executive Vice President and Chief Financial Officer
Kenneth Emerson		Executive Vice President and Chief Security and Risk Officer
David Garcia		Executive Vice President and Chief Loan Officer

Fiscal Year 2023 Performance

The Bank’s external and internal auditors frequently audit and review its information technology and cybersecurity areas. The Bank also contracts with third-party vendorsCompany’s net income decreased by $16.1 million, or 35.3 percent, 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 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 two years with respect to the ongoing COVID-19 pandemic, the Company continues to focus 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$29.5 million for the year ended December 31, 2021.

Meetings and Committees of the Board of Directors

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

During2023 from $45.6 million for the year ended December 31, 2021, the Board of Directors of the Company held 12 regular meetings. No director attended fewer than 75% of the total number of board meetings held and the total number of committee meetings held in which he2022. Net interest income decreased by $9.9 million, or she served during 2021, in the aggregate. 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. The Company’s Board of Directors has adopted a written charter8.7 percent, to $104.1 million for the Nominating and Corporate Governance Committee and this charter has been posted to the Company’s website at www.bcb.bank. For the year ended December 31, 2021, the Nominating and Corporate Governance Committee met 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 the 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 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 current member for re-election, or 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. In 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 the Company’s Audit Committee, the financial and accounting expertise of a candidate.

Although the Nominating and Corporate Governance Committee and the Board of Directors does not have a formal policy with regard to the consideration of diversity in identifying a director nominee, the Board of Directors intends that if a vacancy occurs on the Board of Directors and the Board determines to fill that vacancy, or the Board of Directors does not re-nominate a current member for re-election, the Board of Directors intends to direct the Nominating and Corporate Governance Committee to prioritize diversity in the director identification process. As stated above, our Board seeks very highly qualified individuals with very relevant skill sets to fill any vacancy on our Board. Due to so many companies currently seeking to add diverse directors to their boards, finding qualified candidates who are diverse is extremely competitive. Therefore, even though we will prioritize finding a diverse director, we may not be able to find a qualified candidate who is diverse. Our board does not believe it is in the best interest of the Company or its shareholders and other constituents to increase the size of its board. Therefore, the only opportunity to add a diverse director would be if a vacancy occurs on the board.

While the attributes above 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.

Director Qualification and Diversity Matrices

The members of the Board have a diversity of experience and a wide variety of backgrounds, skills, qualifications, and viewpoints that strengthen their ability to carry out their oversight role on behalf of our stockholders. The following matrices are provided to illustrate the knowledge, skills, diversity, and experience of those directors that serve on our Board. The Nominating Committee of the Company’s Board has reviewed the qualifications of those directors nominated to stand for election at this year’s annual meeting. The Nominating Committee believes that the following qualifications and professional attributes of each nominee are critical to the way in which the Company executes on its Corporate Governance duties. The qualification matrix does not encompass all of the knowledge, skills, and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. However, a mark indicates a specific area of focus or expertise that the director brings to our Board. More information on each director’s qualifications and background can be found in the director

biographies above. We regularly review the attributes required of Board members in order to better facilitate our long-term goals and operational performance, enhance our corporate culture and promote diversity and inclusiveness at our company.

Director Qualification Matrix

Director Diversity Matrix

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, the 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 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.

Shareholder Communications with the Board

A shareholder who wishes to communicate with the Company’s Board of Directors or with any individual director can write to the Company’s Corporate Secretary, 591-595 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:

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 Chief Operating Officer and Corporate Secretary in connection with issuing communications to the Company’s shareholders throughout the year. Enclosed with each quarterly dividend check, the Company includes summary financial data from the most recent quarter and key financial metrics that occurred in that quarter.

Code of Ethics

The Company has adopted a code of ethics that is applicable to the Company’s officers, directors, and employees, including the Company’s Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, and/or persons performing similar functions. The 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 is a joint committee of the Company and the Bank. As of December 31, 2021, the Audit Committee consisted of Directors Lyga, Pellegrini, Pulomena, and 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 six times during 2021. The Board of Directors has adopted a written charter for the Audit Committee and this charter has been posted to the 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. Pulomena qualifies as a “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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, to be filed with the SEC. In addition, the Audit Committee approved the appointment of Wolf & Company, P.C., as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

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 Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

The Audit Committee:

John Pulomena (Chairman)

August Pellegrini, Jr.

Joseph Lyga

Spencer B. Robbins

The Compensation Committee

During the year ended December 31, 2021,2022. The decrease in net interest income resulted from a $66.8 million increase in interest expense, offset by an increase of $56.9 million in interest income.

Net interest margin was 2.85 percent for the Compensation Committee met four timestwelve months of 2023, compared to determine3.78 percent for the Company’s compensation programs and adjustments. The Compensation Committeetwelve months of 2022. During the twelve months of 2023, the Company as of December 31, 2021, consisted of Directors DiDomenico, Lyga, and Robbins. Each member of the Compensation Committee is considered “independent” as definedrecognized $704,000 in the Nasdaq corporate governance listing standards. Mr. Coughlin does not participatenet-charge offs compared to $1.7 million in the Board of Directors’ determination of his compensation as Chief Executive Officer or President. The Board of Directors has adopted a written charternet-charge offs for the Compensation Committeesame period in 2022.

Non-interest income increased by $2.5 million to $4.1 million for the twelve months of 2023 from $1.6 million for the twelve months of 2022. Non-interest expense increased by $5.1 million, or 9.2 percent, to $60.6 million for the twelve months of 2023 from $55.5 million for the same period in 2022. The increase in operating expenses for 2023 was driven primarily by an increase in salaries and this charter has been postedemployee benefits, an increase in regulatory assessments, and higher data processing expenses. The 2023 salaries and benefits expense includes a one-time payment of $1.17 million to the Company’s website at www.bcb.bank.

Roles and Responsibilities. The primary purpose of the Compensation Committee is to assist the Board in fulfilling its responsibilities relating to the compensation and benefits provided to the Company's executive management, and in that connection, it is authorized to review, evaluate and recommend various benefit plans and overall compensation for the Company and the Bank. Direct responsibilities include, but are not limited to:

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. 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 the 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 the 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 the Company’sformer President and Chief Executive Officer, membersOfficer.

Summary of 2023 Compensation Actions

The compensation programs in which our named executive management generallyofficers participate are not engaged directlydesigned to drive our financial results, align with our business strategy and create long-term value for our shareholders. In 2023, The Compensation Committee reviewed Say-on-Pay results, proxy advisor commentary and made several changes to our compensation programs, practices and policies after thorough deliberations throughout the year. The following concerns regarding our compensation programs were addressed in the following manner.

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Compensation risk mitigators. The Compensation Committee adopted a clawback policy in 2023 that provides for the recoupment of excess compensation in the event of a financial restatement. The Compensation Committee intends to adopt a market-based stock ownership guidelines for its Named Executive Officers upon the implementation of the LTIP discussed above.

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

At our annual meeting of shareholders held on April 27, 2023, we held a say on pay vote, which is a non-binding advisory vote in support of the compensation of our Named Executive Officers, The Company received the support of approximately 61.8% of the votes cast, which was significantly lower than the support of approximately 92.4% of the votes case in the prior year. As a response to the 2023 Say-on-Pay vote, the Compensation Committee made meaningful changes to its executive compensation programs and policies as noted above.

At our 2024 Annual Meeting, shareholders will have the opportunity to cast an advisory say-on-pay vote regarding the compensation of our named executive officers as discussed further in settingProposal No. 3.

Compensation Policies and Practices

Our executive compensation program is grounded in the amount or formfollowing policies and practices, which promote sound compensation governance, enhance our pay-for-performance philosophy and further align our executives’ interests with those of their compensation or director compensation. However, as part ofour stockholders:

We employ the annual performance review for 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 the Company’s directors.following practices:

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.

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Use an annual incentive program with defined metrics and a formulaic approach, with flexibility for the Committee to use discretion where prudent;

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Engage an independent compensation consultant;

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Benchmark compensation to remain competitive and employ market-based practices;

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Require our named executive officers to be subject to a clawback policy designed to recoup excess compensation paid to executive officers in the event of an accounting restatement;

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Use a double trigger change in control provision so that severance benefits are only paid upon termination event following a change in control;

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Adopt administration procedures to ensure equity awards comply with legal, regulatory, and accounting requirements;

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Require shareholder approval in the repricing of underwater stock options;

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Limit perquisites;

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Do not provide excise or tax gross-ups in our employment or change in control agreements;

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Prohibit hedging and pledging of our stock.

Compensation Committee InterlocksPhilosophy and Insider ParticipationObjectives

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, 2021, or is a former officer of the Company or the Bank.

During the fiscal year ended December 31, 2021: (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 Objectives.Our compensation objectives begin with the premise that our success depends, in large part, on the dedication and commitment of the people we place in key management positions, and the incentives we provide such personsour employees to successfully implement our business strategy and other corporate objectives. The overall objectives of our compensation program areWe seek to retain, motivate, and reward employees and officers (includingour Named Executive Officers as defined below) forwhile maintaining an appropriate emphasis on pay-for performance and to provide competitive compensation to attract talent to our organization. alignment.

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We recognizebelieve that we operate in a competitive environment for talent. Therefore, our approach to compensation considers a rangecan achieve the objectives of compensation techniques as we seek to attract and retain key personnel.

We intend to base our compensation decisionsphilosophy by implementing a compensation program that is competitive with our industry peers and creates appropriate incentives for our management team. Our compensation philosophy is based on four basic principles:

Factors Considered in Determining Pay Programs and Making Pay Decisions

This discussionThe Committee is focused specifically on theresponsible for compensation of the following executive officers, each of whom is named in the “Executive Compensation Summary” which appears later herein. These four executives are referred to in this discussion as “Named Executive Officers.”

Designingdecisions for our Compensation Program. 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 onreports all actions to the developmentCorporation’s Board.

Benchmarking Compensation

In 2023, the Compensation Committee engaged Meridian, its independent compensation consultant, to assess the competitiveness and effective execution of a sound business strategy by our Named Executive Officers.

Other considerations influencing the designeffectiveness of our executive compensation program are:program. Meridian provided an analysis of base salary, short-term incentive, long-term incentive and total compensation practices of similarly sized banks within of region. This data was used by the Committee to establish compensation for 2023. The compensation consultant considered individual compensation elements, as well as the total compensation package, and assessed the relationship of pay to performance.

In performing this analysis, Meridian used a peer group of banking institutions, which was reviewed and approved by the Committee. The peer group included institutions with an asset size ranging from $1.6 billion to $7.2 billion. All banks were based in the Northeast and Mid-Atlantic region. The peer group used in the report presented for consideration of 2023 compensation decisions consisted of the following financial institutions:

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

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Elements of Compensation

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Base Salary

Based on the executive compensation objectivesanalysis 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,principles described above, the Compensation Committee considersadjusted base salaries to 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 performancefollowing in 2023:

The President and Chief Executive Officer provides(1) Mr. Coughlin retired as of December 31, 2023.

(2) Mr. Chaudhry began his tenure with the Company on September 26, 2022.

(3) Mr. Emerson resigned his position with the Company on March 6, 2024.

Annual Incentive Plan (“AIP”)

In response to our Say-on-Pay outcome, the Compensation Committee, with the assistance of Meridian and input regarding our employee compensation philosophy, process and compensation decisions for employees other than himself. In addition to providing factual information on relevant measures,from senior management, developed 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 assistAIP, in which the Compensation Committee. The President and Chief Executive Officer also provides information about individual performance assessments for the other Named Executive Officers and expresses toother members of the Compensation Committee his viewssenior management team participate. The Plan is based on a balanced scorecard which includes Company Performance Goals, and a qualitative assessment of Individual Goals. 

The Company Performance Goal and weighting for 2023 was Adjusted EPS with a total award weighting of 75%. The Individual Goals qualitative assessment was weighted 25% of the total award. Each goal is measured separately and not contingent on achieving performance on the appropriate levels of compensation for the other Named Executive Officers for the ensuing year.other.

Awards are calculated as follows:

The President and Chief Executive Officer participates in Compensation Committee activities purely in an informational and advisory capacity. He has no vote in

Each Company Performance Goal is assigned three performance levels, which earn the Compensation Committee’s decision-making process. The President and Chief Executive Officer does not attendfollowing payouts based on the portionslevel 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 performanceactual achievement: Threshold (50% of the other Named Executive Officers is evaluated or their compensation is being determined.

Usetarget incentive), Target (100% of Consultants. In 2021, neither the Board of Directors nor the Compensation Committee engaged the services of a compensation consultant.

Elements of Compensation. Our compensation program with respect to our Named Executive Officers primarily consiststarget incentive) and Stretch (150% of the following:

target incentive). Amounts below threshold earn a $0 payout. In no event may a participant earn more than 150%. Straight-line interpolation is used between performance levels to reward incremental achievement of Company Performance Goals.

The 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, 2021,incentive opportunities for the Named Executive Officers relativewere the following as a percentage of base salary: 50% Mr. Coughlin and 50% Messrs. Blake, Chaudhry and Emerson.

Given the macroeconomic conditions in 2023, including rapidly rising interest rates, deposit outflows to the competitive marketlargest financial institutions and toa decrease in commercial and residential lending, the results delivered on established objectivesCompany’s Adjusted EPS was impacted 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.

Base Salary. Base salary is the primary source of compensation for services performed during the year for all employees. On an annual basis, the were below threshold. The Compensation Committee reviews the base salariesconducted a qualitative assessment of the Named Executive Officers and primarily considers:

Base salaries are reviewed annually and adjusted from time-to-time to realign base salaries with market levels, after taking into account the considerations discussed above. Details regarding the base salary earned by the Named Executive Officers are included inother than himself. The Committee used this information along with their own experiences to determine and independently assess CEO performance. Award payouts under the “Executive Compensation Summary” table in this section.AIP were as follows:

Non-Equity Bonus and Incentive Compensation. 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 2021, 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. 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.24

The “Executive Compensation Summary” table in this section provides the bonus payments which were paid to the Named Executive Officers in 2021 and 2020.Long-term Incentives

Equity Compensation. 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 stock option, restricted stock, and restricted stock unit awards to be granted to the Named Executive Officers under our 2018 Equity Incentive Plan may receive equity awards in an effort to focus their attention on our sustained, long-term financial performance. performance and increase shareholder value. In 2023, restricted stock was awarded to Mr. Blake on June 30, 2023. This vests over 12 months on a pro-rata basis. 

The Compensation Committee intends to implement a Long-term Incentive Plan (LTIP), in which Named Executive Officers will participate. Given the macro-economic environment in 2023, implementation was delayed, and the Compensation Committee will consider implementation for 2024. The LTIP will award 50% of Named Executive Officer’s award value in the form of performance-based restricted stock units (PRSUs). Vesting is contingent on Return on Average Assets (“ROAA”) and Return on Average Equity (“ROAE”), which are measured on a relative basis to a peer group at the end of a three-year performance period. The remaining 50% of the NEO’s award value will be in the form of time-based restricted stock awards (RSAs). Any dividends or dividend equivalents will be deferred until vesting.

Deferred Compensation Plan

We maintain a deferred compensation originally effective on October 1, 2005, which was amended and restated effective January 1, 2023 (the “2023 Deferred Plan”). The 2023 Deferred Plan is a nonqualified deferred compensation plan designed to comply with the requirements of Section 409A of the Internal Revenue Code. Select executives and all members of the Board of Directors of the Bank are eligible to participate in the 2023 Deferred Plan. Pursuant to the 2023 Deferred Plan, a participant may elect to defer, on a pre-tax basis, receipt of all or any portion of salary, bonus or fees and retainers received for his or her employment or service on the Board of Directors and on committees of the Board of Directors, but only to the extent such amounts are attributable to services not yet performed. The Bank credits the deferred amounts to a bookkeeping account.

The Bank may, but is not required to, make matching or discretionary contributions on behalf of participants. Any such matching or discretionary contribution will vest after the participant completes three years of service with the Bank, except that participants will automatically become 100% vested in their matching or discretionary contributions upon our change in control. Notwithstanding the foregoing, if the participant engages in injurious conduct (as defined in the 2023 Deferred Plan), all matching or discretionary contributions (whether vested or not) shall be forfeited.

A participant may elect to allocate the deferred amounts into an investment account and select among various investment options upon which the rate of return of the deferred amounts will be based. The participants’ investment accounts are adjusted periodically to reflect the deemed gains and losses attributable to the deferred amounts. The investment options available may (but is not required to) include a stock option award gives the recipient the right to purchaseunit investment account under which amounts are deemed invested in a number of notional shares of our common stock and at a specified price during a specified period of time. Restricted stock awards grant shares of our common stock for no consideration, subject to a vesting schedule or the satisfaction of market conditions or performance conditions. Restricted stock unitsdistribution such amounts are denominatedpayable in shares of our common stock except no shares of stock are actually awardedstock.

Deferred amounts will be paid out on the participant’s benefit age as designated in his or her deferral election form or upon the participant’s death, disability or separation from service, if such date is earlier than his or her designated benefit age. Distributions may also be made earlier than the participant’s designated benefit age if the distribution is necessary to satisfy a financial hardship, as defined under Section 409A of grantthe Internal Revenue Code. At the election of the participant, the distribution may be paid out in a lump sum or in equal annual installments over a period not to exceed ten years.

The Bank may establish a “rabbi trust” to which the Bank may deposit such deferrals and earnings, but the rights of all participants to any deferred amounts represent the Bank’s unsecured promise to pay and the deferred amounts remain subject to the claims of the Bank’s creditors.

Currently, none of our named executive officers, with the exception of Mr. Coughlin, participate in the Deferred Compensation Plan.

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Supplemental Executive Retirement Plan

The Bank implemented a defined benefit supplemental executive retirement plan (the “SERP”) on December 29, 2021 for the benefit of Mr. Coughlin. The Bank has implemented the SERP to provide supplemental nonqualified pension benefits to Mr. Coughlin and incentivize him to continue to make substantial contributions to the success of the Bank. The SERP provides Mr. Coughlin with supplemental retirement income payable in the form of a restricted stock unit. A restricted stock unit is subject to a vesting schedule or the satisfaction of market conditions or performance conditions and are settled in either shares of our common stock or,life annuity. Upon his separation from service (as defined in the sole discretionSERP) after reaching normal retirement age (age 65), for any reason other than death, benefit payments will commence on the first day of the Compensation Committee determinedsecond month following his separation from service, payable monthly and continuing for his lifetime. The monthly benefit payment will be $10,000 (the “Normal Retirement Benefit”). Except as provided below, in the event he should incur a separation from service prior to normal retirement age, then upon reaching normal retirement age he will receive 75% of the Normal Retirement Benefit in the case of a separation from service occurring prior to the end of the calendar year 2023; and 100% of the Normal Retirement Benefit in the case of a separation from service occurring at or after the end of calendar year 2023.

If Mr. Coughlin is actively employed at the time of settlement, cash based ona change in control (as defined in the fair market valueSERP) and incurs a separation from service within 24 months after the change in control, except a separation from service for cause (as defined in the SERP), he will receive 100% of the Normal Retirement Benefit upon reaching normal retirement age. The SERP also provides that in connection with such a change in control, a rabbi trust will be formed into which assets will be contributed to provide the Bank or its successor with a source of funds to satisfy the obligations under the SERP. In the event Mr. Coughlin experiences a separation from service for cause, he will forfeit his entire SERP benefit, regardless of vesting.

In the event Mr. Coughlin dies while in active service with the Bank, his beneficiary will receive a lump sum payment equal to his account balance (the liability accrued by the Bank under generally accepted accounting principles as of such date) at the time of death in a single lump sum within 60 days of the date of death. In the event he dies after a separation from service but before receiving 180 monthly payments, his beneficiary will receive the monthly benefit payments that he was entitled to at the time of his death until 180 monthly payments have been made. If he has already received 180 monthly payments at the time of his death, his beneficiary will not be entitled to a death benefit.

Except in the case of a shareseparation from service following a change in control, the SERP provides that for a period of our common stock multiplied byone year following his separation from service, Mr. Coughlin will not (i) cause any employee of the number of units being settled. The Compensation Committee believes that stock option, restricted stock awardsBank to terminate his or her employment and restricted stock unit awards: (1) reward the Named Executive Officers for long-term, sustained performance and stock price growth; (2) align the Named Executive Officers’ interestsaccept employment or become affiliated with our shareholders’ through stock ownership; and (3) provide an incentive to the Named Executive Officers to remain employedany business whatsoever which competes with the Company andbusiness of the Bank, through the vesting periodsor (ii) cause any customer of the awards.Bank to terminate an existing business or commercial relationship with the Bank.

Employment and Related Agreements

The “Executive Compensation Summary” and “Outstanding Equity Awards at Year End” tables in this section provide the equity compensation payments which were paid to the Named Executive Officers in 2021.

Severance Benefits.We currently maintain employment agreements with Mr. CoughlinMessrs. Blake, Chaudhry, and Mr. Emerson thatShriner, which provide them withfor severance payments in the event ofbenefits upon a qualifying termination of employment without cause. Please seein connection with a change in control.

We describe these agreements under the heading “Employment Agreements”Agreements.” We describe the termination and “Compensation Committee Communications and Responsiveness” below for a more thorough descriptionchange-in-control provisions of these agreements.agreements and our equity awards under the heading “Potential Payments Upon Termination or Change-In-Control.”

Employee Benefits

Retirement Plans.We generally offer all our eligible employees, including the named executive officers, core employee benefits coverage. The Named Executive Officers arebenefits include medical and dental coverage, short-term disability insurance, and life insurance. All eligible tonon-unionized U.S. employees, including the named executive officers, may also obtain at their expense, long-term disability insurance coverage, and participate in oura 401(k) retirement plan as a means to save for retirement on a tax-advantaged basis. We provide a matching contribution under the 401(k) plan on the same terms as other employees. Please see “Tax-Qualified Benefit Plans” below for a more thorough descriptionto all eligible participants.

Each of our retirement plans. We also provide Mr. Coughlin with non-qualified supplemental retirement benefits under a supplemental executive retirement plan dated December 29, 2021. Please see “Supplemental Executive Retirement Plan” below for a more thorough description of this agreement.

Health and Welfare Benefits. We provide group health, dental, and vision insurance coverage to our employees, including the Named Executive Officers, withnamed executive officers, partially bears the employees being responsible forcost of certain employee benefits.

We do not cover our named executive officers under any defined benefit pension.

Perquisites

We provide limited perquisites and personal benefits to our named executive officers, including a portion of the premiums. company car and spousal travel benefits to business functions, and airline club membership dues.

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The Compensation Committee believeshas determined that each of these benefits are appropriate and assist the employees in fulfilling their employment obligations.

Tax and Accounting Implications. In consultation with our advisors, we evaluate the tax and accounting treatment of our compensation program at the time of adoption and on an annual basis to ensure that we understand the financial impact of the program. Our analysis includeshas 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 changesvalid business purpose. You can find information about these perquisites in the tax or accounting environment or to avoid adverse consequences. To preserve maximum flexibility in the design and implementation of our compensation program, we have not adopted a formal policy that requires all compensation to be tax deductible. However,footnotes to the greatest extent possible, we structure our compensation program in a tax efficient manner.Summary Compensation Table.

Other Matters

Risk Management.Management

The Compensation Committee believes that any risks arising from our compensation policies and practices for all of our employees, including our Named Executive Officers, are not reasonably likely to have a material adverse effect on the Company or the Bank. In addition, the Compensation Committee believes that the mix and design of the elements of our compensation program will encourage our senior managementNamed Executive Officers 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, theThe Compensation Committee utilized both company-wide and individual performance objectives to recommend the bonus paymentsin our AIP 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 company-wide performance objectives as a trend of performance, the long-term financial performance of the Company and the Bank is in correlation with any bonusannual incentive payments awarded to our Named Executive Officers.

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

Clawback Policy

We maintain a clawback policy applicable to each of our executive officers subject to Section 16 of the Securities Exchange of 1934, including each of our named executive officers. Pursuant to this policy, in the event of any restatement of our financial statements, our Audit Committee may require reimbursement or forfeiture of any excess payment from any cash or equity-based incentive compensation awarded to or realized by, such executive officer during the three completed fiscal years immediately preceding the date on which might threaten the valueCompany is required to prepare an accounting restatement. The clawback policy applies to incentive compensation received by the executive officer following the adoption of their common stock receivedthe policy in the event that (i) our financial statements are required to be restated as a result of material non-compliance with any financial reporting requirements under ourthe federal securities laws (other than a restatement due to a change in financial accounting rules), (ii) as a result of such restatement, a financial reporting measure which was in whole or in part a factor in determining the amount of such bonus, incentive or equity compensation program.

As described in “Board Leadership Structurepreviously earned by such officer is restated, and Risk Oversight”, the Company’s Board of Directors remains focused on the Bank’s response to the COVID-19 pandemic in order to ensure proper oversight(iii) our Audit Committee of the risks presented. This response also impactedBoard, determines, in its discretion, that a lower amount of bonus, incentive or equity compensation would have been paid to such officer based upon the restated financial results.

Policy on Granting Equity Awards

We have a written equity award policy that provides the authority and the procedure for granting awards. The Compensation Committee’s decisions regarding compensation for bothCommittee has the Company’s Named Executive Officers and directors in 2020. As a responseauthority to make all equity awards to employees of the COVID-19 pandemic, in 2020Company. In addition, within certain limitations, the Compensation Committee awarded no stock option or restricted stockmay delegate authority to our CEO to make awards to either itsemployees below the named executive officer level.

Our policy requires that the exercise price of stock options be no less than the closing price of our stock on the grant date. Subject to applicable local law, the grant date for equity awards to all eligible participants, including our named executive officers, is on the first business day after the annual meeting that our stock trading window is open and that is not otherwise within our stock trading blackout policy. These procedures provide assurance that grant dates are not being manipulated to result in an exercise price that is favorable to us or our employees.

Hedging and Pledging Prohibition

No employee (including Named Executive OfficersOfficers) or itsnon-employee directors of the Company may engage in short sales of our securities, purchases or sales of puts, calls or other derivative securities based on our securities, or purchases of financial instruments that are designed to hedge or offset any decrease in the market value of our securities. We also prohibit employees and non-employee directors from pledging or otherwise encumbering our equity securities as collateral for indebtedness, including holding shares in a margin or similar account that would subject our equity securities to margin calls.

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Accounting and Tax Considerations

Deductibility of Executive Compensation

Tax Deductibility Under Section 162(m) of the Code. Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid for any fiscal year to “covered employees” of the company. The Board of Directors. Please see the “Director Compensation” section for detailed information on payments to directors.

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

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Internal Revenue Code provide that certain individuals who hold significant equity interests in the Company and certain executive officers and other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive officer, including any of the named executive officers, with a “gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code, and we have not agreed, and are not otherwise obligated, to provide any executive officer with such a “gross-up” or other reimbursement.

Accounting for Stock-Based Compensation

The Company follows Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), for our stock-based compensation awards. ASC 718 requires companies to measure the compensation expense for all share-based payment awards made to employees based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.

The Compensation Committee has reviewed and discussed with management the section entitled “CompensationCompensation Discussion and Analysis” with management. Based on this reviewAnalysis. The Compensation Committee is satisfied that the Compensation Discussion and discussion,Analysis fairly and completely represents the philosophy, intent, and actions of the Compensation Committee recommendswith regard to executive compensation. We recommended to the Board of Directors that the “CompensationCompensation Discussion and Analysis”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 anyand in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for 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:

Committee

Vincent DiDomenico, Jr. (Chairman)

Joseph Lyga

Spencer Robbins

EQUITY COMPENSATION PLAN INFORMATION28

The following table summarizes the compensation earned in fiscal years 2021, 2022, and 2023, by our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers. We collectively refer to these individuals as the “named executive officers.”

Set forth below is information as of December 31, 2021 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 Table. The following table set forth the total compensation paid to Thomas Coughlin, as Principal Executive Officer of the Company and the Bank, Thomas Keating, as the Principal Financial and Accounting Officer of the Company and the Bank, Michael Lesler, the former Chief Operating Officer of the Company and the Bank, and Kenneth G. Emerson, the Chief Strategy & Risk Officer of the Company and the Bank for each of the years in the two-year period ended December 31, 2021. After Mr. Coughlin, Mr. Keating and Mr. Emerson were 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, 2021. Mr. Lesler is included here because he served until September 28, 2021 as the Bank and Company’s Chief Operating Officer and if he had been serving as such at December 31, 2021 his total compensation would have been included in the Executive Compensation Summary. 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, 2021, as reported in the executive summary compensation table on the previous page. The amounts provided in this table reflect what the Company paid for, or reimbursed, the applicable Named Executive Officer for the various benefits and perquisites received

Employment Agreements

On 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,Shriner effective as of January 1, 2020. 2024, pursuant to which he will serve as the President and Chief Executive Officer of each entity. The agreement is for a three-year term ending on December 31, 2026. The agreement provides Mr. Shriner with an annual base salary of $675,000. This base salary is subject to annual review and adjustment by the Company’s Compensation Committee. He will also be entitled to discretionary performance bonuses annually pursuant to the terms of the Bank’s Incentive Bonus Program. In addition, he is entitled to participate in (i) the Company’s equity incentive plans as well as any other long-term incentive compensation plans and short-term incentive plans or arrangements, in the Company’s discretion, and (ii) all employee benefit plans, arrangements and perquisites offered to employees and executives of the Company. The Bank will also provide him with life, medical, dental and disability coverage, and a monthly automobile allowance in the amount of no more than $2,000.

In the event of the involuntary termination of his employment by the Bank prior to a change in control of the Company or the Bank for reasons other than cause, disability or death, Mr. Shriner will receive a cash lump sum payment in the amount of $675,000. If within one year after the occurrence of a change in control of the Company or the Bank, Mr. Shriner’s employment is terminated by the Company or the Bank (or their successors) without cause or the executive voluntarily terminates his employment for Good Reason (as defined in the agreement), he will receive a lump sum payment equal to 1.50 times an amount equal to the sum of (i) his annual base salary at the time of a change in control, and (ii) an amount equal to the annual bonus paid to him during the most recent prior year in which he received a bonus. This payment will be paid within thirty days following the date of the change in control. However, the change in control payments would be reduced to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code.

The employment agreement hasprovides that for a termperiod of three years. one year following his separation from service, Mr. Shriner will not (i) engage in the same trade or business as the Bank, as an owner, officer, director, stockholder, investor, proprietor, organizer, employee, agent, representative, consultant, independent contractor, or otherwise, within a 25 mile radius of any branch or office of the Bank, (ii) cause any employee of the Bank to terminate his or her employment and accept employment or become affiliated with any business whatsoever which competes with the business of the Bank within such 25 mile radius, or (iii) cause any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Employment Agreement with Mr. Blake

On February 16, 2022, the Company and the Bank entered into an employment agreement with Mr. Blake. The agreement will automatically renew for an additional three years12 calendar months unless the Bank provides written notice of termination of the agreementagreements no less than ninety90 days prior to the expiration of the term or until such time as either party terminates the agreement.term.

Mr. Coughlin's employmentThe agreement provides himMr. Blake with an annual base salary of $585,000. $250,000 for the 2022 calendar year, subject to annual review and adjustment. In the 2022 review, Mr. CoughlinBlake’s annual base salary was increased to $400,000. The executives will also be entitled to a discretionary cash performance bonusbonuses of up to 50% of histheir base salarysalaries and to participate in other incentive compensation and bonus plans or arrangements of the Bank. In addition, he isthe executives are entitled to participate in the employee benefit plans offered by the Bank and will be reimbursed for business expenses incurred. The Bank will also provide himthe executives with life, medical, dental and disability coverage.

InUnder each agreement, 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 cash payment equalprior to his base salary through the remaining term of the agreement; and (ii) continued life insurance coverage and non-taxable medical and dental insurance coverage that will cease upon the earlier of (a) the end of the term of his employment agreement; (b) the date on which such coverage is made available to Mr. Coughlin through subsequent employment; or (c) the date Mr. Coughlin becomes eligible for Medicare coverage.

In addition, the employment agreement provides that, upon the occurrence of a change in control of the Company or the Bank Mr. Coughlin will receive a lump sum payment equal to 2.9 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 in lieu of the 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.

On February 16, 2022, the Company and the Bank entered into employment agreements with each of Thomas Keating, Chief Financial Officer of the Company and the Bank, and Kenneth G. Emerson, Chief Strategic Risk Officer of the Company and the Bank. Each employment agreement was made retroactively effective as of January 1, 2022, for an initial term of 12 calendar months.

Mr. Keating unfortunately passed away on March 5, 2022. Under his agreement, he received continued life insurance coverage payable to his beneficiaries. Also, his estate or beneficiaries will receive the compensation due to him through the last day of the calendar month in which his death occurred and vested rights and benefits earned through the date of his death and any expense reimbursements. The Bank will continue to provide to his immediate family members who are eligible, for one (1) year after his death, non-taxable medical and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Mr. Keating and his family immediately prior to his death.

With respect to Mr. Emerson’s agreement, at the end of its initial 12-month period the agreement will automatically renew for an additional 12 calendar months unless the Bank provides written notice of termination of the agreement no less than ninety days prior to the expiration of the term. The agreement provides Mr. Emerson with an annual base salary of $230,000. He will also be entitled to discretionary performance bonuses of up to 50% of his base salary and to participate in other incentive compensation and bonus plans or arrangements of the Bank. In addition, he is entitled to participate in the 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.

Under his agreement, in the event of involuntary termination of employment for reasons other than cause, disability or death, Mr. Emersonthe executive will receive a cash lump sum payment equal to his base salary through the remaining term of the agreement, or six months of base salary, whichever is greater. In addition, hethe executive will receive continued life insurance coverage and non-taxable medical and dental insurance coverage under the same terms and conditions that exist immediately prior to histhe executive’s termination, which will cease upon the earlier of (A) the later of one (1) calendar year or the end of the term of the agreement; (B) the date on which substantially comparable coverage is made available to him through subsequent employment; or (C) the date hethe executive becomes eligible for Medicare coverage.

If within two years after the occurrence of a change in control of the Company or the Bank, Mr. Emerson’sthe executive’s employment is terminated by the Bank (or its successor) without cause or hethe executive voluntarily terminates for Good Reason (as defined in the agreement), hethe executive will receive a lump sum payment equal to (i) in the case of Mr. Emerson, his annual base salary at the time of a change in control, and in the case of Mr. Blake, three times his annual base salary

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at the time of a change in control, plus (ii) an amount equal to the amount of his bonusmost recently paid with respect to the prior year.(or determined but not yet paid) annual bonus. This payment will be paid within thirty days following the date of the change in control in lieutermination of the cash severance payments described above (unless such payment is greater).employment. The change in control payments would be reduced to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code.

Except in the case of a separation from service following a change in control, each of the employment agreements with Mr. Blake and Mr. Emerson provides that for a period of one year following his separation from service, the executive will not (i) cause any employee of the Bank to terminate his or her employment and accept employment or become affiliated with any business whatsoever which competes with the business of the Bank, or (ii) cause any customer of the Bank to terminate an existing business or commercial relationship with the Bank.

Employment Agreement with Mr. Chaudhry

Mr. Chaudhry’s employment agreement originally dated September 26, 2022 will automatically renew for an additional 12 calendar months unless the Bank provides written notice of termination of the agreement no less than 90 days prior to the expiration of the term. It provides Mr. Chaudhry with an annual base salary of $350,000 for the 2022 calendar year. He will also be entitled to discretionary annual performance bonuses of up to 50% of his base salary and to participate in other incentive compensation and bonus plans or arrangements of the Bank. In addition, Mr. Chaudhry is entitled to participate in the 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.

Under Mr. Chaudhry’s employment agreement, in the event of involuntary termination of employment prior to a change in control of the Company or the Bank for reasons other than cause, disability or death, he will receive a cash lump sum payment equal to his base salary through the remaining term of the agreement. In addition, he will receive continued life insurance coverage and non-taxable medical and dental insurance coverage under the same terms and conditions that exist immediately prior to his termination, which will cease upon the earlier of (A) the later of one (1) calendar year or the end of the term of the employment agreement; (B) the date on which substantially comparable coverage is made available to him through subsequent employment; or (C) the date he becomes eligible for Medicare coverage.

If within two years after the occurrence of a change in control of the Company or the Bank, Mr. Chaudhry’s employment is terminated by the Bank (or its successor) without cause or the executive voluntarily terminates for Good Reason (as defined in the agreement), he will receive a lump sum payment equal to two (2) times 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 termination of employment. The change in control payments would be reduced to the extent necessary to avoid penalties under Section 280G of the Internal Revenue Code.

Except in the case of a separation from service following a change in control, Mr. Emerson’sChaudhry’s employment agreement provides that for a period of one year following his separation from service, he will not (i) cause any employee of the Bank to terminate his or her employment and accept employment or become affiliated with any business whatsoever which competes with the business of the Bank, or (ii) cause any customer of the Bank to terminate an existing business or commercial relationship with the Bank.Bank

Supplemental Executive Retirement Plan31

The Bank implemented a defined benefit supplemental executive retirement plan (the “SERP”) on December 29, 2021 for the benefit of Mr. Coughlin. The Bank has implemented the SERP to provide supplemental nonqualified pension benefits to Mr. Coughlin and incentivize him to continue to make substantial contributions to the success of the Bank. The SERP provides Mr. Coughlin with supplemental retirement income payable in the form of a life annuity. Upon his separation from service (as defined in the SERP) after reaching normal retirement age (age 65), for any reason other than death, benefit payments will commence on the first day of the second month following his separation from service, payable monthly and continuing for his lifetime. The monthly benefit payment will be $10,000 (the “Normal Retirement Benefit”). Except as provided below, in the event he should incur a separation from service prior to normal retirement age, then upon reaching normal retirement age he will receive 50% of the Normal Retirement Benefit in the case of a separation from service occurring prior to the end of calendar year 2022; 75% of the Normal Retirement Benefit in the case of a separation from service occurring prior to the end of the calendar year 2023; and 100% of the Normal Retirement Benefit in the case of a separation from service occurring at or after the end of calendar year 2023.

If Mr. Coughlin is actively employed at the time of a change in control (as defined in the SERP) and incurs a separation from service within 24 months after the change in control, except a separation from service for cause (as defined in the SERP), he will receive 100% of the Normal Retirement Benefit upon reaching normal retirement age. The SERP also provides that in connection with such a change in control, a rabbi trust will be formed into which assets will be contributed to provide the Bank or its successor with a source of funds to satisfy the obligations under the SERP. In the event Mr. Coughlin experiences a separation from service for cause, he will forfeit his entire SERP benefit, regardless of vesting.

In the event Mr. Coughlin dies while in active service with the Bank, his beneficiary will receive a lump sum payment equal to his account balance (the liability accrued by the Bank under generally accepted accounting principles as of such date) at the time of death in a single lump sum within 60 days of the date of death. In the event he dies after a separation from service but before receiving 180 monthly payments, his beneficiary will receive the monthly benefit payments that he was entitled to at the time of his death until 180 monthly payments have been made. If he has already received 180 monthly payments at the time of his death, his beneficiary will not be entitled to a death benefit.

Except in the case of a separation from service following a change in control, the SERP provides that for a period of one year following his separation from service, Mr. Coughlin will not (i) cause any employee of the Bank to terminate his or her employment and accept employment or become affiliated with any business whatsoever which competes with the business of the Bank, or (ii) cause any customer of the Bank to terminate an existing business or commercial relationship with the Bank.