BCB Bancorp (BCBP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2025, to elect six directors, ratify the appointment of Wolf & Company, P.C. as auditor, and hold an advisory vote on executive compensation.

• Shareholders of record as of March 5, 2025, are eligible to vote in person, by mail, phone, or online.

• Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation for quorum.

Voting matters and shareholder proposals

• Proposals include: election of six directors, ratification of Wolf & Company, P.C. as auditor for 2025, and advisory approval of executive compensation.

• Shareholders can submit proposals or nominations for the 2026 meeting between December 25, 2025, and January 24, 2026.

• Proxy voting is available by mail, phone, or internet, and proxies may be revoked before or at the meeting.

Board of directors and corporate governance

• Board currently has 12 members, divided into three classes with staggered three-year terms.

• Six nominees, including three new directors added in 2024, are up for election with varying term expirations.

• Majority of directors are independent under Nasdaq standards; no familial relationships among directors or executive officers.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board leadership separates Chairman and CEO roles to enhance independent risk oversight.

• Directors are expected to attend at least 80% of meetings; all attended the 2024 annual meeting.