BCB Bancorp, Inc.

595 Avenue C

Bayonne, New Jersey 07002

March 26, 201919, 2021

Dear Fellow Shareholder:

We cordially invite you to attend the Annual Meeting of Shareholders of BCB Bancorp, Inc. The annual meeting will be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, at 10:00 a.m., Eastern Time, on April 25, 2019.29, 2021.

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

The annual meeting is being held so that shareholders may vote upon the following matters: (i) the election of four directors; (ii) the ratification of the appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2019;2021; (iii) an advisory, non-binding resolution with respect to the executive compensation described in this Proxy Statement; and (iv) approvalan advisory, non-binding vote on the frequency of an Amendment to our Restated Certificate of Incorporation, as amended, to increasefuture advisory votes on the number of authorized sharescompensation of our common stock from 20,000,000 to 40,000,000 and the number of authorized shares of our capital stock from 30,000,000 to 50,000,000.named executive officers.

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

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

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

Sincerely,

/s/Mark D. Hogan

Mark D. Hogan

Chairman of the Board

BCB Bancorp, Inc.

595 Avenue C

Bayonne, New Jersey 07002

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

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

To Be Held Onon April 25, 201929, 2021

Notice is hereby given that the Annual Meeting of Shareholders of BCB Bancorp, Inc. (the “Company”), will be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, on April 25, 201929, 2021, at 10:00 a.m., Eastern Time.

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

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

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

Any action may be taken on the foregoing proposals at the annual meeting on the date specified above, or on any date or dates to which the annual meeting may be adjourned. Shareholders of record at the close of business on March 15, 2019,10, 2021, are the shareholders entitled to vote at the annual meeting or any adjournments thereof.

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

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

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

Bayonne, New Jersey

March 26, 201919, 2021

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

PROXY STATEMENT

BCB Bancorp, Inc.

595 Avenue C

Bayonne, New Jersey 07002

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

ANNUAL MEETING OF SHAREHOLDERS

To be Held on April 25, 201929, 2021

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of BCB Bancorp, Inc. (the “Company”), to be used at the Annual Meeting of Shareholders, which will be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, on April 25, 2019,29, 2021, at 10:00 a.m., Eastern Time, and all adjournments of the annual meeting. The accompanying Notice of Annual Meeting of Shareholders and this Proxy Statement are first being mailed to shareholders on or about March 26, 2019.19, 2021.

At the annual meeting, shareholders will vote on the election of four directors, the ratification of the appointment of ourthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, a2021, an advisory, non-binding resolution with respect to ourthe Company’s executive compensation described in this Proxy Statement, an advisory, non-binding vote on the proposed amendment to our Restated Certificatefrequency of Incorporation, as amended, to increasefuture advisory votes on the numbercompensation of authorized shares of our common and capital stock,the Company’s executive officers, and such other matters as may properly come before the annual meeting or any adjournments thereof.

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

REVOCATION OF PROXIESRECORD DATE AND QUORUM

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

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

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

As to the election of directors, the proxy card being provided by the Board of Directors, as well as the Internet and telephone voting systems, each enables a shareholder to vote “FOR” the election of the nominees proposed by the Board of Directors, or to “WITHHOLD” a vote for the nominees being proposed. Under New Jersey law and the Company’s Restated Certificate of Incorporation, as amended, and Bylaws, directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which authority to vote for the nominees being proposed

is withheld. Therefore, the four nominees for director receiving the highest number of votes cast at the meeting will be elected as directors.

As to the ratification of the Company’s independent registered public accounting firm, by checking the appropriate box a shareholder may: (i) vote “FOR” the ratification of the Company’s independent registered public accounting firm; (ii) vote “AGAINST” the ratification of the Company’s independent registered public accounting firm; or, (iii) “ABSTAIN” from voting for or against the ratification of the Company’s independent registered public accounting firm. The affirmative vote of a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN,” is required for approval of the ratification of the Company’s independent registered public accounting firm.

As to the advisory, non-binding resolution with respect to the Company’s executive compensation as described in this proxy statement, a shareholder may: (i) vote “FOR” the resolution; (ii) vote “AGAINST” the resolution; or (iii) “ABSTAIN” from voting on the resolution. The affirmative vote of a majority of the votes cast at the annual meeting, without regard to either broker non-votes or proxies marked “ABSTAIN,” is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on the Company, or the Board of Directors, nor will it create or imply any adjournments thereof. Proxies solicitedchange in the fiduciary duties of, or impose any additional fiduciary duty on, behalfthe Company, or the Board of Directors.

As to the advisory, non-binding proposal with respect to the frequency that shareholders will vote on the Company’s executive compensation, a shareholder may select that shareholders: (i) consider the proposal every “ONE YEAR”; (ii) consider the proposal every “TWO YEARS”; (iii) consider the proposal every “THREE YEARS”; or (iv) “ABSTAIN” from voting on the proposal. Generally, approval of any matter presented to shareholders requires the affirmative vote of a majority of the votes cast. However, because this vote is advisory and non-binding, if none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by the Company’s shareholders. Even though this vote will neither be binding on the Company or the Board of Directors, nor create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, the Company or the Board of Directors, the Board of Directors will be votedtake into account the outcome of this vote in accordance withmaking a determination on the directions given thereon.Where no instructions are indicated, validly completed proxiesfrequency that advisory votes on executive compensation will be voted “FOR”included in the proposals set forth in this Proxy Statement for considerationCompany’s proxy statements.

The Board of Directors will designate an inspector of elections who will count the votes at, and certify the results of, the annual meeting.

Proxies may be revoked by sending written noticeRegardless of revocation to our Corporate Secretary at the address shown above, the submissionnumber of shares of common stock owned, it is important that holders of a later-datedmajority of the shares of the Company’s common stock be represented by proxy or by votingpresent in person at the annual meeting. The presence atShareholders are requested to vote by completing the annual meeting of any shareholder who had returned aenclosed proxy shall not revoke suchcard and returning it signed and dated in the enclosed postage-paid envelope, or by telephone or the internet by following the instructions on the proxy unlesscard. Shareholders mailing their proxy card are urged to indicate their vote in the shareholder delivers his or her ballot in person atspaces provided on the annual meeting or delivers a written revocation to our Corporate Secretary prior to the voting of such proxy.proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS GIVEN ON THE PROXY. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED “FOR” EACH OF THE PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING.

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

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

REVOCATION OF PROXIES

Shareholders who complete proxies retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the annual meeting and any adjournments thereof. Proxies may be revoked by sending written notice of revocation to the Company’s Corporate Secretary at the address shown above, the submission of a later-dated proxy or by voting in person at the annual meeting. You will be able to change your vote as many times as you wish prior to the annual meeting and the last vote received chronologically will supersede all prior votes. The presence at the annual meeting of any shareholder who had returned a proxy shall not revoke such proxy unless the shareholder delivers his or her ballot in person at the annual meeting or delivers a written revocation to the Company’s Corporate Secretary prior to the voting of such proxy.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of our common stock as of the close of business on March 15, 2019, our record date, are entitled to one vote for each share then held. As of the record date, we had 16,398,459 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining if a quorum is present.

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

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

VOTING PROCEDURES AND METHOD OF COUNTING VOTES

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

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

As to the advisory, non-binding resolution with respect to our executive compensation as described in this proxy statement, a shareholder may: (i) vote “FOR” the resolution; (ii) vote “AGAINST” the resolution; or (iii) “ABSTAIN” from voting on the resolution. The affirmative vote of a majority of the votes cast at the annual meeting, without regard to either broker non-votes or proxies marked “ABSTAIN,” is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on BCB Bancorp, Inc., or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on, BCB Bancorp, Inc., or the Board of Directors.

As to the proposed Amendment to our Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our common stock from 20,000,000 to 40,000,000 and the number of authorized shares of our capital stock from 30,000,000 to 50,000,000, a shareholder may: (i) vote “FOR” the proposed amendment to our Restated Certificate of Incorporation, as amended; (ii) vote “AGAINST” the proposed amendment to our Restated Certificate of Incorporation, as amended; or, (iii) “ABSTAIN” from voting for or against the proposed amendment to our Restated Certificate of Incorporation, as amended. The affirmative vote of a majority of the votes cast, without regard to broker non-votes or proxies marked “ABSTAIN,” is required for approval of the proposed amendment to the Restated of Certificate of Incorporation

The Board of Directors will designate an inspector of elections.

Regardless of the number of shares of common stock owned, it is important that holders of a majority of the shares of our common stock be represented by proxy or present in person at the annual meeting. Shareholders

are requested to vote by completing the enclosed proxy card and returning it signed and dated in the enclosed postage-paid envelope. Shareholders are urged to indicate their vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS GIVEN ON THE PROXY. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED “FOR” EACH OF THE PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING.

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

PROPOSAL I - ELECTION OF DIRECTORS

OurThe Company’s Board of Directors is currently composed of 11 members and is divided into three classes, with one class of directors elected each year. OurThe Company’s directors will generally be elected to serve for a three-year period and until their respective successors have been elected and qualified. Four directors will be elected at the annual meeting. The Board of Directors has re-nominated Judith Q. Bielan, James E. Collins,Thomas Coughlin, Vincent DiDomenico, Joseph Lyga, and Mark D. HoganSpencer Robbins for three-year terms as directors at the annual meeting. The Board of Directors has nominated John Pulomena for a three-year term as director at the annual meeting to fill the directorship vacated by former director Gary Stetz on June 13, 2018. Each nominee of the Board of Directors has consented to being named in this Proxy Statement.

The following table below sets forth certain information, as of March 15, 2019,10, 2021, regarding the composition of ourthe Company’s Board of Directors, including the terms of office of Board members and information regarding ourthe Company’s named executive officers and the executive officers of BCB Community Bank, our principal operating subsidiary (the “Bank”).the Bank. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to the nominee) will be voted at the annual meeting for the election of the nominees identified below. If a nominee is unable to serve, the shares represented by proxies will be voted for the election of such substitute as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between the nominee and any other person pursuant to which such nominee was selected.

* Less than 1%.

Biographical Information Regarding Nominees, Continuing Directors and Named Executive Officers

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

Nominees for Directors:

Thomas M. 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 Independent Director of the Company since its founding in 2000. In 2020, he retired as a Battalion Fire Chief with the Bayonne Fire Department after 35 years, where his roles and duties consisted that of Chief Compliance Officer, Chief IT Manager, as well as supervising a group of fire companies engaged in providing fire protection. In addition, Mr. Lyga has been a self-employed contractor in computer technology/network and systems design for the last 38 years. Currently, Mr. Lyga serves as Chairman of the Bank’s IT/Steering Committee. The Board of Directors believes Mr. Lyga’s extensive IT-related experience brings valuable insight as both a director of the Bank and the Company, as well as to the role of IT/Steering Committee Chairman.

Mr. Lyga attended Marist High School, Jersey City State College, and continued his education at The Chubb Institute for Technology, where he studied computer programming, computer network design, and as a computer technician. Mr. Lyga’s education includes several certifications in the computer field. Mr. Lyga has served as President and Secretary/State Delegate of the Bayonne Fire Department F.M.B.A. Local #211 and has served as President, Vice President, Secretary, and Treasurer of the Bayonne Fire Department F.M.B.A. Local #11. Mr. Lyga is also a member of many clubs and civic organizations throughout the communities the Company serves.

Spencer B. Robbins is the Managing Director of the Law firm of Robbins & Robbins, Esqs. located in Woodbridge, New Jersey for the past 38 years.  The firm is full-service law office, with a specialty in litigation. Mr. Robbins was a founding member of Allegiance Community Bank which he served as Chairman of the Board of Directors until it merged with BCB Community Bank in 2011. Mr. Robbins previously served as the Chief Judge of Woodbridge Township, and served as the Judge for the South Plainfield and Sayreville Municipal Courts. Mr. Robbins has also been involved with many clients in the real estate development process and is active in other business development. Mr. Robbins also serves as Chairman of the Bank’s Legal 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.

Judith Q. Bielan, Esq.,54, is an attorney who has practiced law in New Jersey for over 2830 years. She is an adjunct professor at Montclair State University, teaching Jurisprudence.In 1993 Ms. Bielan founded in 1993, the law firm currently known as Bielan, Miklos & Makrogiannis, P.C., which handles all aspects of real estate, family law, contract disputes, and estate matters. She has represented various banking clients in commercial and residential real estate closings.matters. Ms. Bielan brings to the Board of Directors experience in the areas of real estate, marketing, budgeting, public relations, and collections. She currently serves on the New Jersey State Bar Association Legislative Committee and the Hudson County Bar Association’sAssociation Due Diligence and Family Law and Early Settlement Committees. She continues to serve as a Vice President on the Hudson County Bar Foundation. In the past, sheMs. Bielan has been court-appointed to serve as a Commissioner on the Hudson County Condemnation Board.Board, and has served on the Hudson County Fee Arbitration Committee and Early Settlement Panel. In 2010, Ms. Bielan served aswas named President of the Hudson County Bar Association. Ms. Bielan is a matrimonial attorney certified by the New Jersey Supreme Court. In 2005 she received the Hudson County Family Lawyer of the Year Award. 

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

Board of Directors at the Company’s founding. Ms. Bielan holds degrees from Montclair State College (now University) and Seton Hall University School of Law. Ms. Bielan currently serves as Chair of the Bank’s Site Committee.

James E. Collins70, retired in 2010 as Senior Lending Officer of BCB Community Bank. Mr. James Collins hadhas worked in the banking industry since 1972. He is1972, and currently serves as a board member for the former Vice PresidentBank and the Company. Mr. Collins was one of the founders of BCB, which opened in 2000, in the role of VP/Senior Lending Officer and Community Reinvestment Officer. Prior to that, Mr. Collins was Senior Lender at First Savings and Loan Association, where he worked for 28 years. Mr. Collins retired from the Bank in 2010. Currently, he serves as Chairman of New Jersey. the Bank’s Loan Committee. In addition to chairing the Bank’s Loan Committee, Mr. Collins brings experience to the board that covers all phases of the lending process, as well as valuable experiences with CRA, regulatory reviews, appraisal functions, and compliance in the lending area. Through Mr. Collins’ experience and knowledge of the markets in which the Company operates, he provides referrals to management for new business, advice, and suggestions to both management and the board.

He has also served as that bank’s Community Reinvestment Officer and as a member of its Budget, Asset and Liability, Asset Classification and Loan Committees. In addition, Mr. Collins has served as Treasurer of the Bayonne Chamber of Commerce, as the pastPast President of Ireland’s 32 and as citywide directorDirector for Bayonne’sthe Bayonne C.Y.O. Sports Programs. Mr. Collins issports programs. He has served as a former Trustee ofand Treasurer for the Bayonne Education Foundation and is currentlywas a member of the Directorate ofat Marist High School in Bayonne. Currently, he is a member of the Dorchester County Certified Emergency Response Team. Mr. Collins attendedwas educated at O.L.S.S. grammar school, Marist High School, and received a B.S.B.S from St. Peter’s College andCollege. Mr. Collins also attended graduate school at the Institute for Financial Education. Mr. CollinsNational School of Banking and was a certifiedCertified Real Estate Appraiser and a member of the Review Appraisers Association. Mr. Collins’ experience with financial institutions and familiarity with the Bank provides a valuable resource and perspective to the Board of Directors.Appraiser Society.

Mark D. Hogan, C.P.A.,53, is a certified public accountant with an office located in Bayonne.Bayonne, NJ. Mr. Hogan is a registered financial representative providing financial planningwealth management for his clients.clientele. Mr. Hogan has earned the following licenses and designations: NASD Series 7, 24, 63 and 63;66; New Jersey Life and Health Insurance Broker;License. Mr. Hogan served on the Board of Trustees for the St. Peter's Preparatory School. Currently, Mr. Hogan serves on the Board of Trustees for the Count Basie Theatre, where he is the Chairman of the Finance Committee and New Jersey Property and Casualty Insurance Broker.member of the Executive Committee. Because of Mr. Hogan’s extensive professional experience, his achievements and his aforesaid licenses and designations, he is deemed well-qualified to serve as Chairman of ourthe Company’s Board of Directors. Mr. Hogan attended Saint Peter’s Preparatory School, and received a B.S. in Finance from Pace University.

Dr. August Pellegrini, Jr. 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.

John Pulomena,63, has beenthe County Administrator of Middlesex County, New Jersey, for the past 1011 years. HeAs County Administrator for Middlesex County, considered the second largest county in the state, Mr. Pulomena is responsible for managing the overall operationsdevelopment and management of County Government which include Business Developmenta $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 Education, Community Services, Finance, Infrastructure Managementenhancing the quality of life for its 825,000 residents through key programs and Public Safety & Health. Heservices. Mr. Pulomena was employed by AT&T for over 22 years, including 5five years at AT&T Bell LabsLaboratories in software development and 17 years at AT&T corporate in Marketingvarious roles including marketing & Sales, Government Affairs,sales, government affairs, as Financial Controller, supporting business and consumer service customers, 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 9nine years, as well as the Chairand Chairman of the Middlesex County Planning Board for 5five years. HeMr. Pulomena is a graduate of the City University of New York, withwhere he received a B.S. degree in Computer Science andwith a minor in Mathematics.Mr. Pulomena’s extensive experience in finance, management, computer science and information technology will provide the

Company valuable insight and perspective. Mr. Pulomena has been a directorcurrently serves as Chairman of BCB Community Bank since August 15, 2018.the Company’s Audit Committee.

Continuing Directors:

Robert Ballance,James G. Rizzo 60, retired as a Battalion Chief with the Bayonne Fire Department. He is the owner of a floor covering business located in Bayonne. Mr. Ballance has been a director of the Bank since its founding in 2000. Mr. Ballance was a director of the Bayonne Fire Exempt Association. He previously served as the Treasurer of Bayonne Fire Department Local #11. He is a member of the Bayonne Elks B.P.O.E. From 1997 to 2001 Mr. Ballance was a director of the Bayonne Federal Credit Union. Mr. Ballance has owned and operated his floor covering business for over 25 years. Mr. Ballance graduated from Marist High School in Bayonne. His lengthy experience as a businessman, community leader, civil servant and former director of the Bayonne Federal Credit Union provide the Board of Directors with valuable support and insight.

Joseph J. Brogan,79, has owned and operated his State Farm Insurance Agency in Bayonne for 54 years. Mr. Brogan has been a director of the Company since its incorporation in 2003, and a director of the Bank since 2003.2015. He is the former President of the New Jersey State Farm Agents' Association, and is currently a member of the Knights of Columbus and the Fraternal Order of Elks. Mr. Brogan graduated from Seton Hall Preparatory School, received a B.S. from Saint Peter’s College, n/k/a St. Peter’s University, and attended graduate school at Fordham University and New Jersey City University. His extensive experience in the insurance industry andserves as a real estate and securities investor are significant assetsbusiness liaison to the Board of Directors.

Thomas M. Coughlin,59, is PresidentDirectors and Chief Executive Officer of BCB Bancorp, Inc., and BCB Community Bank. He has wellhelped lead the Company’s expansion efforts throughout Bergen County, with four branches opening over 30 years of experience in banking.the last six years. Mr. Coughlin was appointed Chief Executive Officer and President of BCB Bancorp, Inc., effectiveRizzo serves as of August 4, 2014. Mr. Coughlin has served as the Chief Executive Officer and President of BCB Community Bank since May 28, 2014. Mr. Coughlin previously served as Chief Financial Officer and Chief Operating Officer of BCB Bancorp, Inc., and BCB Community Bank. Mr. Coughlin was formerly a Vice President of Chatham Savings Bank and the Controller and Corporate Secretary of First Savings Bank of New Jersey. While at First Savings Bank of New Jersey, Mr. Coughlin served in various capacities on several executive managerial committees including, but not limited to, the Budget, Asset/Liability and Loan Review Committees. Mr. Coughlin received his C.P.A. designation in 1982, was the PresidentChairman of the local chapterCompany’s Investment and Capital Markets committees. In his role as Chairman of the American Heart Association,Investment Committee, Mr. Rizzo has served as a Trusteebeen active in overseeing the Company’s investment securities portfolio and its impact on asset liability management. As Chairman of the local chapter of D.A.R.E., andCapital Markets committee, Mr. Rizzo has been a trustee of the Bayonne P.A.L. Mr. Coughlin graduated from Bayonne High School, and received a B.S. degree from Saint Peter’s College. Mr. Coughlin provides the Board of Directors with extensive financial and practical banking experience, thereby providing the Board with necessary perspective and insight into the banking industry and the business trends affecting the Company.

Vincent DiDomenico, Jr., 53,is the Founder and Managing Member of Delta Holdings, L.L.C.,et al., developers of commercial real estateinstrumental in the New JerseyCompany’s most recent common and New York Metropolitan Area. He is a past long-serving Board of Trustee Member, as well as past two term Vice President and past two term President, of the New Jersey Self Storage Association. Mr. DiDomenico is a Board of Trustee Member of St. Peter's Preparatory School and Board of Trustee Member of Far Hills Country Day School. Prior to founding his current companies, Mr. DiDomenico was awarded the position of Deming Scholar at Fordham University, Graduate School of Business, from which he holds an MBA in Finance and Management with a concentration in International Business Studies. Prior to his post-graduate academic career, Mr. DiDomenico was a principal at one of the nation's largest tour and travel wholesale companies. He has also served as Co-Chairman of the Far Hills Country Day School Golf Committee and has served on the Board of Governors for the Archdiocese of Newark. C.Y.O. and Young Adult Ministries. He is a graduate of St. Peter's Preparatory School (1984) and a graduate of Villanova University, where he received a B.S. degree in Finance (1988).Mr. DiDomenico’s extensive real estate development experience provides the Board of Directors with additional perspective and insight into the real estate market and development trends regionally and in the New Jersey and New York Metropolitan Area.

Joseph Lyga,59, has served on the Bayonne Fire Department since 1985. He is presently a Battalion Chief. In addition, Mr. Lyga has been a self-employed contractor for the last 25 years in information systems design. He has assisted the Company and the Bank with information technology issues and security since their founding.

Mr. Lyga has been a director of the Company since its incorporation in 2003, and a director of the Bank since 2003. Mr. Lyga has served as President and Secretary/State Delegate of the Bayonne Fire Department Local #211 and has served as President, Vice President, Secretary and Treasurer of the Bayonne Fire Department Local #11. Mr. Lyga is also a member of the Sicilian Citizens Club. Mr. Lyga graduated from Marist High School and attended New Jersey City University. He also studied computer programming and network design at the Chubb Institute. Mr. Lyga’s dedicated service to the Bayonne community, his extensive business background and his information technology experience provide the Board with desired insight and information technology context.

Dr. August Pellegrini, Jr., 59, was born and raised in Bayonne, NJ, and practiced general dentistry there until 2016. He graduated Rutgers College in 1982 with a dual degree in biology and psychology, and graduated Temple University School of Dental Medicine in 1986. He is a member of the American Dental Association, New Jersey Dental Association (where he served as its President in 2010), and the Hudson County Dental Society. He has achieved Fellowship in the Academy of General Dentistry. Dr. Pellegrini owned and operated his dental practice for 30 years, during which time he also became an Associate Dean at the Rutgers School of Dental Medicine in Newark, NJ. Dr. Pellegrini sits on the Board of Trustees of Matheny Hospital in Peapack, NJ, where he is chairman 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.

James G. Rizzo,59,is currently in the Real Estate Management business, afterpreferred equity offerings. After having spent more than thirty years in a career focused on the High Yield Bond Markets.high-yield bond markets, Mr. Rizzo is currently in the real estate management business. His career began at Drexel Burnham and wasincluded being designated as a Managing Director in positions held at firms such as Guggenheim Partners, Citicorp, and Fleet Bank. Mr. Rizzo’s most recent position was as a Managing Director at Dahlman Rose and Company, from which he retired.

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

Spencer B. Robbins,66, has been the managing director of the law firm of Robbins & Robbins, Woodbridge, New Jersey, for the past 32 years. The firm is a full-service law office, with a specialty in civil litigation. Mr. Robbins served as Chairman of the Board of Directors of Allegiance Community Bank until it merged with BCB Community Bank in 2011. Mr. Robbins has served on the Board of Directors of the Company since the merger. Mr. Robbins previously served as the Chief Judge of the Woodbridge Township and South Plainfield Municipal Courts, and was the Municipal Court Judge of the Borough of Sayreville. Mr. Robbins is associated with the Woodbridge Artisan Guild. Mr. Robbins’ extensive experience as a practicing attorney and as the former Chairman and a founder of Allegiance Community Bank provides the Board with valuable insight into legal and banking issues and trends.

Executive Officers who are not Directors

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

Thomas P. Keating, C.P.A.,63,65, has served as Chief Financial Officer of BCB Bancorp, Inc.,the Company and BCB Communitythe Bank since March 2014. Mr. Keating is a Certified Public Accountant. From 2011 until 2014, Mr. Keating was Chief Financial Officer and Chief Operating Officer of Enterprise National Bank. Prior thereto, Mr. Keating was Chief Financial Officer of AES Red Oak, LLC. Mr. Keating graduated from Marist High School, received a B.S. degree in Accounting from St. Peter’s College, n/k/a St. Peter’s University, and an M.S. degree in Taxation from Seton Hall University. He is a member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants.

Michael Lesler,48,50, has been the Executive Vice President and Chief Operating Officerof BCB Bancorp, Inc.,the Company and BCB Communitythe Bank since April 2018. He was formerly the Executive Vice President and Chief Operating Officer of Clifton Bancorp, Inc. and Clifton Savings Bank from April 2016 to April 2018. From

December 2013 to April 2016, Mr. Lesler served as President and Chief Executive Officer of Bancorp of New Jersey, Inc. and its wholly owned subsidiary, Bank of New Jersey. From June 2009 to December 2013, Mr. Lesler served as President and Chief Operating Officer of Bancorp of New Jersey, Inc. and Bank of New Jersey. 

Sandra L. Sievewright55,, 56, is the Chief Compliance and Chief Risk Officer of BCB Communitythe Bank. She has been in the banking industry for over 2530 years. Ms. Sievewright’s diverse experience includes management positions in Compliance, Bank Secrecy, Community Reinvestment, Marketing, Security, Branch Administration, Operationscompliance, bank secrecy, community reinvestment, marketing, security, branch administration, operations and Residential Lending.residential lending. She joined BCB Communitythe Bank in May 2014. From July 2013 to May 2014, Ms. Sievewright was the Senior Vice President and BSA/Compliance Officer of First Commerce Bank in Lakewood, NJ.New Jersey. From October 2005 to July 2013, Ms. Sievewright was the Senior Vice President and Compliance Officer of Bogota Savings Bank in Teaneck, NJ. Ms. Sievewright is a graduate of Albright College in Reading, PA.New Jersey.

John J. Brogan, Esq.,Kenneth G. Emerson58,, 59, is the Senior Vice President and Chief Strategy and Risk Officer of the Bank. He has practiced law35 years of New Jersey banking experience, most recently at Blue Foundry Bank where for over 30 years.17 years he acted in several capacities including Chief Information Officer, Chief Risk Officer and Chief Operations and Strategy Officer. Previous to those roles, he worked at FinPro, Inc., providing consulting services to the banking industry in strategic planning, mergers and acquisitions, market feasibility, CRA and asset/liability management. Prior to FinPro, he worked in various accounting roles at Summit Bank, Valley Savings Bank, Howard Savings Bank and Carteret Savings Bank. He received his CPA designation from the State of New Jersey in 1996.

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

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

David Garcia, 57, is Senior Vice President, Chief Lending Officer of BCB Bank and BCB Bancorp, Inc. Mr. Garcia has been in the finance industry for over 25 years, serving at both New Jersey banks as well as Investment Banks. Immediately prior to joining BCB, he served for over 11 years in various senior capacities at Oritani Bank, most recently as General Counsel andExecutive Vice President of BCB Bancorp, Inc.the Bank’s private REIT, Oritani Asset Corp., as well as Managing Director of Oritani Finance Co. Previously, he served at UBS Investment Bank in the Global Commercial Real Estate/CMBS Group for nearly a decade in capacities of progressive responsibility, culminating as a Director leading the proprietary acquisition of credit-tenant assets nationwide. Prior to UBS, Mr. Garcia served as Associate Director within the real estate finance group at Daiwa Securities. A lifelong resident of Rockland County, NY, Mr. Garcia holds a B.S. from Dominican College and BCB Community Bank since July 2010. In that capacity, Mr. Brogan manages all litigationan MBA from Fairleigh Dickinson University. He is the Company and the Bank are involved in, is responsible for the corporate governance practices2019-2021 Chairman of the Company and the Bank,Real Estate Board of New York Finance Committee, and is involved with all issues coming before the Boards and the Committeesactive in a number of the Company and the Bank. Prior to joining BCB, Mr. Brogan was the senior member of Brogan, Brogan, Fanuele & Schmerler, P.C., a full-service law firm in Shrewsbury, New Jersey. Mr. Brogan founded the firm in 1992. Mr. Brogan is a member of the New Jersey State Bar Association and its Banking Law Section. Mr. Brogan is an active volunteer with Holiday Express, a non-profit organization bringing the gift of human kindness to the disadvantaged. Mr. Brogan is a proud past President of the Friendly Sons of St. Patrick of the Jersey Shore. Mr. Brogan received a B.A. from Haverford College, Haverford, Pa., and a J.D. from New York Law School, New York, NY.industry organizations.

Board Independence

The Board of Directors has determined that, as of December 31, 2018,2020, except as to Mr. Coughlin, each member of the Board of Directors is an “independent director” within the meaning of the Nasdaq corporate governance listing standards. Mr. Coughlin is not considered independent because he is the President and Chief Executive Officer of BCB Bancorp, Inc.,the Company and BCB Communitythe Bank.

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

The Bank leases its 190 Park Avenue, Rutherford, New Jersey, branch office (which opened in February 2015) from a limited liability company in which Mr. Rizzo owns a 50% membership interest and Mr. Hogan owns a 50% membership interest. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, we believe that the terms and conditions of the lease are comparable to terms that would have been available from a third party unaffiliated with the Bank. During 2017, total lease payments of $92,635.75 were made to that limited liability company. During 2018, total lease payments of $91,121.89 were made to that limited liability company. Payments under the lease from January 2018 through April 2018 were $6,545.88 per month, and payments under the lease from May 2018 through the end of the 2018 were $6,742.25 per month.

The Bank leases its 734 Ridge Road, Lyndhurst, New Jersey, branch office (which opened in July 2016) from a limited liability company in which directors Ballance, Bielan, Coughlin, Hogan, Lyga, Pellegrini, Rizzo and Robbins each own a 10% membership interest. Former director Gary Stetz owns a 10% membership interest. The remaining 10% membership interest is owned by a limited liability company of which Director Brogan is a member. Based upon a market rental value appraisal obtained prior to entering into the lease agreement, we believe that the terms and conditions of the lease are comparable to terms that would have been available from a third party unaffiliated with the Bank. During 2018, total lease payments of $88,200.00 were made to that limited liability company. Payments under the lease were $7,350.00 per month in 2018.

The Bank purchased flooring, carpeting, mats and window treatments for certain of its branches from a company in which Director Ballance is the sole owner. We believe the cost of these purchases is comparable to the cost that would have been available by a third party unaffiliated with the Bank. During 2018, the Bank’s purchases from the company totaled $11,808.11.

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 concentration risk.risks related to the Company’s common stock. Reports assessing the Company’s and the Bank’s risk profiles are provided to management, to the appropriate sub-committee(s) and/or committees of the Board and to the full Board of Directors. With

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

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

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

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

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

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

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

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

Meetings and Committees of the Board of Directors

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

During the year ended December 31, 2018,2020, the Board of Directors of the Company held 12 regular meetings and two special meetings. No director attended fewer than 75%, in the aggregate, of the total number of board meetings held and the total number of committee meetings in which he or she served during 2018.2020. The Company does not have a written policy regarding director attendance at annual meetings of shareholders. At last year’s annual meeting, all directors of the Company were in attendance.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is a joint committee of the Company and the Bank. The Nominating and Corporate Governance Committee consists of Directors Bielan, Collins, Pellegrini, and Robbins. Each member of the Nominating and Corporate Governance Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. OurThe Company’s Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee and this charter has been posted to our web-sitethe Company’s website atwww.bcb.bank. www.bcb.bank. For the year ended December 31, 2018,2020, the Nominating and Corporate Governance Committee met threetwo times.

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

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

The Nominating and Corporate Governance Committee will also take into account whether a candidate satisfies the criteria for “independence” under the Nasdaq corporate governance listing standards, and, if a nominee is sought for ourthe Company’s Audit Committee, the financial and accounting expertise of a candidate.

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

Consideration and Procedures for Shareholder Recommendations for the Nomination of Directors

It is the policy of the Nominating and Corporate Governance Committee to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board of Directors. Consequently, ourthe Company’s Board of Directors has adopted procedures for the submission of director nominees by shareholders. The Nominating and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. In order to avoid the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the Nominating/Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

To submit a recommendation of a director candidate to the Nominating and Corporate Governance Committee, a shareholder should submit the following information in writing, addressed to the Corporate Secretary, BCB Bancorp, Inc., 595 Avenue C, Bayonne, NJ 07002. The Corporate Secretary must receive said submission at least 90 calendar days before the date the Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, advanced by one year.

The submission must include the following information:

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

Shareholder Communications with the Board

A shareholder who wishes to communicate with ourthe Company’s Board of Directors or with any individual director can write to ourthe Company’s Corporate Secretary, 595591-595 Avenue C, Bayonne, New Jersey 07002. The letter should indicate that the author is a shareholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Corporate Secretary will:

At

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

Board Communications with Shareholders

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

Code of Ethics

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

Employee, Officer and Director Hedging

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

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

The Audit Committee

The Audit Committee is a joint committee of the Company and the Bank. As of December 31, 2018,2020, the Audit Committee consisted of Directors Lyga, Pellegrini, Lyga,Pulomena, and Robbins, and Mr. Pulomena, a director of the Bank.Robbins. Each member of the Audit Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards and under SEC Rule 10A-3. The duties and responsibilities of the Audit Committee include, among other things:

The Audit Committee met 12seven times during 2018.2020. The Board of Directors has adopted a written charter for the Audit Committee and this charter has been posted to ourthe Company’s website atwww.bcb.bank. 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 an “audit committee financiala “financial expert,” as that term is defined in the rules and regulations of the SEC. Mr. Pulomena replaced Chairman Hoganis independent, as independence for audit committee members is defined in the “audit committee financial expert” in August 2018. Chairman Hogan was designated the “audit committee financial expert” following the resignation of Mr. Stetz in June 2018.Nasdaq corporate governance listing standards.

Audit Committee Report

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

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in ourthe Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2020, to be filed with the SEC. In addition, the Audit Committee approved the appointment of Wolf & Company, P.C., as ourthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, subject to the ratification of that appointment by our shareholders.2021.

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

The Audit Committee:

John Pulomena (Chairman)

August Pellegrini, Jr.

Joseph Lyga

Spencer B. Robbins

PROPOSAL IV– ADVISORY VOTE ON FREQUENCY OF SHAREHOLDER VOTES ON
EXECUTIVE COMPENSATION

PROPOSALAs described in Proposal III above, in accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, shareholders have the opportunity to cast an advisory vote to approve the compensation of the Company’s named executive officers (a so-called “say-on-pay proposal”). Proposal IV – APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 20,000,000 TO 40,000,000 AND THE NUMBER OF AUTHORIZED SHARES OF OUR CAPITAL STOCK FROM 30,000,000 TO 50,000,000.affords shareholders the opportunity to cast an advisory vote on how often the Company should include a say-on-pay proposal in the proxy materials for future annual shareholder meetings or any special shareholder meeting for which the Company must include executive compensation information in the proxy statement for that meeting (a so-called “say-on-pay frequency proposal”). Under this proposal, shareholders may vote to have the say-on-pay vote every year, every two years, or every three years.

TheShareholders voted on a similar proposal at the annual meeting of shareholders held in 2018 with the most votes cast to hold the say-on-pay vote every year. After consideration, the Board (the “Board”) of BCB Bancorp, Inc. (the “Company”) has approved, subject toDirectors recommends that future shareholder approval, an amendment (the “Amendment”) tosay-on-pay votes be conducted every three years. While the Board values constructive input from shareholders regarding the Company’s Restated Certificate of Incorporation, as amended, (the “Restated Certificate”) in order to increase the number of authorized shares of common stock of the Company from 20,000,000 to 40,000,000compensation philosophy, policies and to increase the total number of authorized shares of capital stock of the Company from 30,000,000 to 50,000,000 (such increases, collectively, the “Share Increase”). The Board unanimously has approved the proposed Amendmentpractices, and believes it is important that such action to be inpolicies and practices are aligned with the best interests of the Company and its shareholders, for the reasons set forth below. The complete text of the proposed Amendment to the Restated Certificate providing for the Share Increase is set forth in Appendix A to this Proxy Statement.

Reasons for the Share Increase

The Board believes that it is in the best interests of the Company and its shareholders to have sufficient authorized shares of common stock available for possible future financings, acquisition transactions and other general corporate purposes, including, among other things, stock splits, stock dividends, redemptions and exchanges and equity compensation awards under the Company’s equity compensation plan. The Board believes that having such authorized shares of common stock available for issuance in the futurea say-on-pay vote every three years will give the Company greater flexibility and may allow such shares to be issued at the discretion ofprovide the Board and for such consideration as determined byCompensation Committee with sufficient input from the Board, withoutCompany’s shareholders. The Company’s shareholders have approved the expense and delay of a special shareholders’ meeting, unless such approval is expressly required by applicable law or regulation or the rulescompensation of the NASDAQ Global Market. Although such issuance of additional shares with respect to future financings, acquisitions and other general corporate purposes would likely dilute existing shareholders, the Board and the Company’s management believe that such transactions would increase the overall valueNamed Executive Officers at each of the Company to its shareholders. There are certain advantages and disadvantages of an increase in authorized common stock. The advantages include:

The disadvantages include:

The Company has no arrangements, agreements, or understandings in place at the present time for the issuance or use of the shares of common stock to be authorized by the proposed Amendment to the Restated Certificate. The Board does not intend to issue any common stockbelieve that a say-on-pay vote held more frequently than every three years is necessary or securities convertible into common stock except on terms that the Board deems to be in the best interests of the Company and its shareholders.meaningful.

AlthoughAs an increase in the authorized shares of common stock could, under certain circumstances, have an “anti-takeover” effect,advisory vote, this proposal is not in response to any effort of whichbinding on the Company, is aware to accumulate common stockthe Board of Directors, or obtain controlthe Compensation Committee. The Compensation Committee and the Board, however, value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the Company, norvote when making future decisions regarding the frequency of conducting a say-on-pay vote.

It is it partexpected that the next vote on a say-on-pay frequency proposal will occur at the 2027 annual meeting of a plan by management to recommend a series of similar amendments to the Board and shareholders.

If the Company’s shareholders do not approve the Amendment, then the Company will be limited in its abilityShareholders may cast their advisory vote to use shares of common stock for financing, acquisitionsconduct advisory votes on executive compensation every “1 Year,” “2 Years,” or other general corporate purposes. The Company’s current Restated Certificate authorizes the issuance of 30,000,000 shares of capital stock, divided into 20,000,000 shares of common stock, no par value, and 10,000,000 shares of preferred stock, $0.01 par value. As of March 15, 2019, there were 16,398,459 shares of common stock and 8,340 shares of preferred stock issued and outstanding. As of March 15, 2019, there were 637,158 shares of common stock reserved for issuance pursuant to the Company’s equity compensation plans.“3 Years,” or “Abstain.”

If the Amendment to the Restated Certificate is adopted, it will become effective upon its filing with the DepartmentRequired Vote and Recommendation of the TreasuryBoard of the State of New Jersey. It is anticipated that such filing will be made as soon as practicable following approval of this Proposal IV.Directors

Approval Required

This proposal will require the affirmative vote of a majorityA plurality of the votes cast atwill determine the Annual Meeting where a quorum is present. Abstentions and broker non-votesshareholders’ preferred frequency for holding an advisory vote on executive compensation. This means that the option for holding an advisory vote every one year, two years, or three years receiving the greatest number of votes will not be counted as votes cast and therefore will not affectconsidered the outcomepreferred frequency of the voting. Abstentions and broker non-votesshareholders. All proxies will be countedvoted for purposes of determining ifthe three-year frequency unless a quorum is present.shareholder specifies to the contrary on such shareholder’s proxy card.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOUSHAREHOLDERS VOTE “FOR”FOR THE RESOLUTION SET FORTH IN THIS PROPOSAL IV.THREE-YEAR FREQUENCY ALTERNATIVE.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and representations that no other reports were required, each of the Company’s officers, directors, and ten-percent holders complied with all Section 16(a) filing requirements applicable to him or her during the fiscal year ended December 31, 2020.

SHAREHOLDER PROPOSALS

In order to be eligible for inclusion in ourthe Company’s proxy materials for next year’s Annual Meeting of Shareholders, any shareholder proposal to take action at such meeting must be received byat the Corporate Secretary, BCB Bancorp, Inc., 595 Avenue C, Bayonne, NJ 07002,following address by no later than December 26, 2019.November 19, 2021.

Corporate Secretary

BCB Bancorp, Inc.

591-595 Avenue C

Bayonne, New Jersey 07002

OTHER MATTERS

OurThe Company’s Board of Directors is not aware of any business, other than the matters described in this Proxy Statement, to come before the annual meeting. However, if any other matter should properly come before the annual meeting, proxies in the Proxy Committeeenclosed form will be voted in respect of any such matter as recommended by the Board of Directors will have authority to vote its proxies in its discretion with respect to any matter as to which the Board of Directors is not notified at least five business days before the date of this Proxy Statement.Directors.

MISCELLANEOUS/FINANCIAL STATEMENTS

WeThe Company will bear the cost of solicitation of proxies. WeThe Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of ourthe Company’s common stock. OurThe Company’s directors, officers, and regular employees may solicit proxies personally, by telephone, or by any other lawful means without receiving additional compensation.

AAN ANNUAL REPORT ON FORM 10-K CONTAINING THE COMPANY’S FINANCIAL STATEMENTS AT AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018,2020 IS BEING FURNISHED TO SHAREHOLDERS. THE FORM 10-K CONSTITUTES THE COMPANY’S ANNUAL DISCLOSURE STATEMENT. COPIES OF ALL OF THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE AT THE COMMISSION’S WEB SITE (www.sec.gov)(www.sec.gov), ON THE COMPANY’S WEBSITE,www.bcb.bank,, AND ARE AVAILABLE WITHOUT CHARGE BY WRITING TO BCB BANCORP, INC. AT 595 AVENUE C, BAYONNE, NEW JERSEY 07002, ATTENTION: CORPORATE SECRETARY.