UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
BCB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Preliminary Copies
_______ __, 2004
Dear Shareholder:
We cordially invite you to attend an Annual Meeting of Shareholders
("Annual Meeting") of BCB Bancorp, Inc. (the "Company"). The Annual Meeting will
be held at ___________________________________, Bayonne, New Jersey, at 10:00
a.m., Eastern Time, on _______ __, 2004.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of our independent auditors, 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 election
of directors and the ratification of the appointment of independent auditors for
the year ending December 31, 2004. In addition, shareholders are being asked to
vote upon a proposal to postpone or adjourn the Annual Meeting.
PLEASE NOTE THAT YOUR BOARD OF DIRECTORS HAS CHOSEN TO USE A WHITE PROXY CARD AS
IT HAS IN THE PAST. STOCKHOLDERS SHOULD BE SURE TO VOTE THE BOARD OF DIRECTORS
WHITE PROXY CARD.
The Board of Directors of the Company has determined that approval of the
matters to be considered at the Annual Meeting is in the best interests of the
Company and its shareholders. For the reasons set forth in the Proxy Statement,
the Board of Directors recommends a vote "FOR" the matters to be considered.
On behalf of the Board of Directors, we urge you to sign, date and return 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, but will
assure that your vote is counted if you are unable to attend the meeting. Your
vote is important, regardless of the number of shares that you own. Please sign
and return the enclosed WHITE proxy card promptly. Your cooperation is
appreciated, since a majority of the common stock must be represented, either in
person or by proxy, to constitute a quorum for the conduct of business.
Sincerely,
Mark D. Hogan
Chairman of the Board
If you have questions or need assistance in voting your shares, please call:
GEORGESON [LOGO] SHAREHOLDER
17 State Street, 10th Floor
New York, NY 10004
(___) ___-____ (TOLL FREE)
Banks and Brokerage Firms please call:
(212) ___-____
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On _______ __, 2004
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of BCB Bancorp, Inc., (the "Company") will be held at
__________________________, Bayonne, New Jersey, on _______ __, 2004 at 10:00
a.m., Eastern Time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is being held so that shareholders may vote on the
following matter:
1. The election of Directors;
2. The ratification of the appointment of Radics & Co., LLC as
independent auditors for the Company for the year ending December 31,
2004; and
3. A proposal to adjourn the Annual Meeting, for the purpose of
soliciting additional proxies, if necessary; and
4. Such other business as may properly come before the BCB Bancorp, Inc.
Annual Meeting, or any adjournment or postponement of the meeting.
Any action may be taken on the foregoing proposal 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 _______ __,
2004, are the shareholders entitled to vote at the Annual Meeting, and 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. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
Mark D. Hogan
Chairman of the Board
_______ __, 2004
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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Proxy Statement
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700
ANNUAL MEETING OF SHAREHOLDERS
To be Held on _______ __, 2004
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 of the Company (the "Annual
Meeting"), which will be held at _________________________________, Bayonne, New
Jersey, on _______ __, 2004, 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
_______ __, 2004.
At the Annual Meeting shareholders will vote on the election of directors
of the Company, the ratification of the appointment of Radics & Co., LLC as
independent auditors for the Company for the year ending December 31, 2004 and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof.
On March 5, 2004, directors Cymbor, Doria, Garelick, Hughes, Maita, McCabe,
Poesl and Tagliareni joined with others acting as a group in filing a Beneficial
Ownership Report on Schedule 13D ("Schedule 13D") with the Securities and
Exchange Commission. The Schedule 13D states that this group, which calls itself
the Committee for Sound Corporate Governance, beneficially owns in the aggregate
431,283 shares, or 20.3% of the Company's outstanding common stock. The Schedule
13D states that the Committee intends to propose an alternative slate of
directors for election at the Annual Meeting of Shareholders. By letter dated
March 8, 2004, Directors Cymbor, Garelick, Poesl and Tagliareni stated that each
would decline to stand for re-election to the Board of Directors as nominees of
the Board of Directors, claiming that they believed the Board acted arbitrarily
regarding its consideration of Board matters relating to strategic alternatives
and disagreeing with certain Board actions regarding the classification and
composition of the Board. The Company strongly disagrees with the
characterizations of Board actions contained in the March 8, 2004 letter and
believes that the actions undertaken to date by the Board of Directors have been
taken after deliberation and consideration of available information, and are
believed to be in the best interests of the Company and its shareholders.
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REVOCATION OF PROXIES
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Shareholders who execute proxies in the form solicited hereby 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 all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated, validly executed WHITE proxies will be voted
"FOR" the proposals set forth in this Proxy Statement for consideration at the
Annual Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address of the Company shown above, the
submission of a later dated proxy or by voting in person at the Annual Meeting.
The presence at 5 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 Secretary
of the Company prior to the voting of such proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the Company Common Stock as of the close of business
on _______ __, 2004 (the "Record Date") are entitled to one vote for each share
then held. As of the Record Date, the Company had [2,296,984] shares of Company
Common Stock issued and outstanding. The presence in person or by proxy of a
majority of the outstanding shares of Company Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. Directors are elected by
a plurality of votes cast. Abstentions and broker non-votes will be counted for
purposes of determining that a quorum is present.
Persons and groups who beneficially own in excess of five percent of the
Company Common Stock are required to file certain reports with the Securities
and Exchange Commission ("SEC") regarding such ownership. Other than as set
forth below, the Company is not aware of any person or group who beneficially
owned in excess of five percent of the Company Common Stock on the Record Date.
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VOTING PROCEDURES AND METHOD OF COUNTING VOTES
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As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote "FOR" the election of the ten
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for the nominees being proposed. Under New Jersey law and the Company's
Certificate of Incorporation and Bylaws, directors are elected by a plurality of
votes cast, without regard to either broker non-votes, or proxies as to which
authority to vote for the nominees being proposed is withheld.
As to the ratification of Radics & Co., LLC as independent auditors of the
Company and the adjournment of the Annual Meeting, by checking the appropriate
box, a stockholder may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item;
or (iii) "ABSTAIN" from voting on such item. Under the Company's Certificate of
Incorporation and Bylaws, the ratification of these matters shall be determined
by a majority of the votes cast, without regard to broker non-votes, or proxies
marked "ABSTAIN."
Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board of Directors.
Regardless of the number of shares of common stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the meeting. Stockholders are requested to vote by
completing the enclosed WHITE proxy card and returning it signed and dated in
the enclosed postage-paid envelope. Stockholders are urged to indicate their
vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED "FOR"
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTORS SET FORTH IN THIS PROXY
STATEMENT AND "FOR" THE RATIFICATION OF RADICS & CO., LLC AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004.
2
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SUMMARY OF RECENT EVENTS
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The BCB Bancorp, Inc. Board of Directors is comprised of 18 persons. Over
the latter half of 2003, the Board of Directors became deeply divided over
whether to pursue the sale of the Company or to remain independent and continue
implementing the Company's business plan. In connection with the Board's review
of strategic alternatives, Mickey McCabe, a member of the Committee and at the
time the Chairman of the Board, requested the Company's financial advisor to
conduct an analysis of the market for mergers and acquisitions generally and
with respect to a specific potential transaction with another financial
institution. This was done at the October 2003 meeting of the Board of
Directors. As part of the financial advisor's discussion with the Board, a
review of the Company's execution of its business plan and forward looking
strategy was also undertaken. After review and discussion, a majority of the
Board voted not to pursue a sale of the Company or to seek a business
combination with the other financial institution, but rather to proceed with its
business plan. Subsequently, at the November 12, 2003 and November 18, 2003
Board meeting, directors who are members of the Committee sought to have a third
party meet with the Board to discuss the possible acquisition of the Company by
the same financial institution that was the subject of the October Board
meeting. A majority of the Board concluded that a meeting of this nature was
unnecessary in light of the earlier decision not to proceed with a sale of the
Company or to engage in any business combination, including a business
combination with this specific institution. Notwithstanding the Board vote on
November 12, Chairman McCabe called an informal meeting of the Board to hear a
presentation by this third party regarding a potential acquisition of the
Company. At a special meeting of the Board of Directors held on November 18,
2003, Mickey McCabe resigned as Chairman of the Board and Mark D. Hogan was
appointed as Chairman of the Board.
By letter dated December 9, 2003, Virginia Kemp, a member of the Committee,
through her attorney, indicated a desire to propose a "sell the bank" proposal
for consideration by shareholders. Since Ms. Kemp is not a member of the Board,
there was serious concern among directors that a possible breach of fiduciary
duty by certain board members had occurred in that confidential board
deliberations were discussed with third parties.
On January 15, 2004, the Company received a written proposal by the
President and Chief Executive Officer of a financial institution addressed to
the Board of Directors proposing a business combination. This was the same
financial institution for which the Company's financial advisor provided a
specific merger analysis in October 2003 at the request of Mr. McCabe. The Board
of Directors discussed the written proposal at its next regularly scheduled
meeting on February 11, 2004, and did not take action on the January 15, 2004
written proposal in light of the Board's prior affirmations to pursue its
business plan, and the fact that the proposal by its terms had expired. On
February 12, 2004, the President and Chief Executive Officer of the financial
institution reaffirmed the proposal and extended the time period for the
Company's response, until the Board had an opportunity to review the proposal.
In light of the Board's prior decision to remain independent and following a
discussion of the February 12, 2004 correspondence at a February 18, 2004 Board
meeting, the Chairman of the Board responded in writing to the President and
Chief Executive Officer of the other financial institution that the Board of
Directors had determined to maintain the Company as an independent entity, and
to continue to pursue the Company's business plan.
Given the size of the Board of Directors and the increasingly unwieldy and
contentious nature of the Board deliberations a decision was made at the
February 11, 2004 meeting of the Board of Directors to establish the size of the
Board at 14 directors effective at the annual meeting, rather than 18 directors.
The nominees consisted of the ten nominees set forth in these proxy materials
plus directors Cymbor, Garelick, Poesl and Tagliareni. At the February 18th
meeting of the Board of Directors, each nominated director confirmed their
agreement to run as nominees of the Board of Directors. However, by letter dated
March 8, 2004, directors Cymbor, Garelick, Poesl and Tagliareni informed the
Company that they had decided to decline to stand for election as nominees of
the Board of Directors. On March 10, 2004, the Committee filed a Schedule 13D
announcing the formation of their group.
Other than discussions with directors who are members of the Committee, and
the Committee's request for a shareholders list, there has been no contact with
the members of the Committee.
3
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PROPOSAL I - ELECTION OF DIRECTORS
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The Company's Board of Directors is currently composed of 18 members. The
Board of Directors established that the size of the Board shall be 10 persons
effective at the Annual Meeting. Each director nominee has agreed to serve until
the Company's next annual meeting and until the Company's next annual meeting
and until their respective successors shall have been elected and qualified.
Each director nominee has consented to being named in the proxy statement.
The table below sets forth certain information, as of _______ __, 2004,
regarding members of the Company's Board of Directors. 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.
Shares
Position(s) Held With Director Current Beneficially
Percent of
Name the Company Age Since(2) Term Expires Owned(1) Class(1)
---- ----------- --- -------- ------------ -------- --------
DIRECTOR NOMINEES
Robert Ballance Director 45 2000 2004 41,630 1.7%
Judith Q. Bielan Director 39 2000 2004 29,691 1.2
Joseph J. Brogan Director 65 2000 2004 100,756 4.2
James E. Collins Senior Lending Officer 55 2003 2004 74,351 3.1
And Director
Mark D. Hogan Chairman 38 2000 2004 81,554 3.4
Joseph Lyga Director 44 2000 2004 31,419 1.3
Donald Mindiak President, Chief Executive 45 2000 2004 58,387 2.5
Officer and Director
Alexander Pasiechnik Director 42 2000 2004 33,628 1.4
August Pellegrini, Jr. Director 44 2000 2004 39,473 1.7
Thomas M. Coughlin Chief Financial Officer 44 2002 2004 66,677 2.8
and Director
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Olivia Klim Executive Vice President 58 N/A N/A 8,195 *
All directors and executive
officers as a group N/A N/A N/A N/A 983,072 41.3%
(19 persons)(3)
------------------------
* Less than 1%.
(1) Includes shares underlying options that are exercisable within 60 days from
the record date.
(2) Includes service as a director of Bayonne Community Bank.
(3) Includes eight current directors who have either stated that they will not
stand for re-election or were not re-nominated to the Company's Board of
Directors by the Nominating Committee. These directors have an aggregate
beneficial ownership of 417,311 shares, or 16.7% of outstanding shares.
N/A Not applicable.
Assuming the Director Nominees are elected to their positions at the Annual
Meeting, they will serve until the Company's next annual meeting and until their
respective successors shall have been elected and qualified.
4
Biographical Information Regarding Directors and Executive Officers
Set forth below is biographical information regarding directors and
executive officers of the Company. Unless otherwise noted each director has held
the indicated position for at least five years.
Directors
Robert Ballance, 45, is a Captain with the Bayonne Fire Department and the
owner of Bob's Carpet located in Bayonne. Mr. Ballance is a director of the
Bayonne Fire Exempt Association; a member of the Bayonne Elks B.P.O.E.; and has
served as the Treasurer of Bayonne Fire Department Local #11. Mr. Ballance
attended Saint Vincent DePaul Grammar School and Marist High School in Bayonne.
Judith Q. Bielan, Esq., 39, is an attorney who has practiced law for
fourteen years. Ms. Bielan currently owns her own law firm, Bielan, Siminski &
Associates, P.C., which she formed in 1996. Ms. Bielan was a partner with
Cavanaugh and Bielan, P.C. from 1993 to 1996, and associated with the firm of
Schumann, Hanlon, O'Connor and McCrossin from 1989 to 1993. She is a member of
the New York and New Jersey State Bars as well as the Treasurer for the Hudson
County Bar Association. Ms. Bielan serves on the Hudson County Bar Association's
Family Law Committee and is a member of the Hudson County Inns of Court. Ms.
Bielan is a Board member of Women Rising and serves on the Advisory Board for
Holy Family Academy. Ms. Bielan is a lifetime resident of Bayonne having
attended Saint Mary's, Our Lady Star of the Sea Elementary School and Holy
Family Academy. In addition, she holds degrees from Montclair State College and
Seton Hall Law School.
Joseph Brogan, 65, has forty years of experience in the insurance industry
and is the founder of Brogan Insurance located in Bayonne. Mr. Brogan is the
former head of the State Farm Agents Association and is a current member of the
Knights of Columbus and the Fraternal Order of Elks. Mr. Brogan attended Saint
Aloysius Grammar School, in Jersey City, and Seton Hall Preparatory School, has
received a B.S. from Saint Peter's College and attended graduate school at
Fordham and Jersey City State College.
James E. Collins, 55, is Senior Lending Officer of Bayonne Community Bank
(the "Bank"), and has worked in the banking industry since 1972. He is the
former Vice President of Lending at First Savings Bank of New Jersey and served
as that bank's Community Reinvestment Officer and as a 7 member of the Budget,
Asset and Liability, Asset Classification and Loan Committees. In addition, Mr.
Collins has served as Treasurer of the Bayonne Chamber of Commerce, as the past
President of Ireland's 32 and as citywide director for Bayonne's C.Y.O. Sports
Programs. Currently, Mr. Collins serves as a Director for Windmill Alliance,
Inc. Mr. Collins attended St. Mary's, Our Lady Star of the Sea Elementary School
and Marist High School, received a B.S. from St. Peter's College and attended
graduate school at the Institute for Financial Education. Mr. Collins is a
certified Real Estate Appraiser and a member of the Review Appraisers
Association.
Thomas M. Coughlin, 44, is Chief Operating Officer and Chief Financial
Officer of the Bank, and has been employed in the banking industry for nineteen
years. Mr. Coughlin was formerly Vice President of Chatham Savings Bank and,
prior to that, Controller and Corporate Secretary of the First Savings Bank of
New Jersey. While at First Savings Bank of New Jersey, Mr. Coughlin served in
various capacities on several executive managerial committees, including, but
not limited to, the Budget, Asset/Liability and Loan Review Committees. Mr.
Coughlin, who received his CPA designation in 1982, is the past President of the
American Heart Association and has served as Trustee of D.A.R.E. and the Bayonne
P.A.L. Mr. Coughlin attended Saint Vincent DePaul Grammar School and Bayonne
High School, and received a B.S. degree from Saint Peter's College.
Donald S. Cymbor, 60, has been the owner and manager of Bayonne Memorial
Home since 1973 and the owner and director of William Kohoot Funeral Home since
1989. Mr. Cymbor is the past President of the New Jersey State Funeral Directors
Association, the Hudson County Funeral Directors Association and the Bayonne
Rotary Club. In addition, Mr. Cymbor is Treasurer and a member of the Board of
Directors of the Bayonne Economic Development Corporation and Treasurer of the
County Corkmans Association. Mr. Cymbor attended Queen of Peace High School and
graduated from the American Academy - McAllister Institute of Funeral Service.
Mr. Cymbor has stated that he will not stand for reelection to the Company's
Board of Directors.
5
Robert G. Doria, C.P.A., 52, is a partner in the firm of Donohue, Gironda &
Doria, Certified Public Accountants. Mr. Doria is a member of the American
Institute of Certified Public Accountants, past President and Director of the
Hudson County Chapter of Certified Public Accountants and a member of the New
York and New Jersey Societies of Certified Public Accountants. Additionally, he
has lectured and published in the area of electronic data processing auditing
and taught financial accounting and auditing as an adjunct professor at Kean
College and New Jersey City University. Mr. Doria is a Certified Tax Assessor
having been appointed by the Governor of New Jersey to serve as a commissioner
and is currently the President of the Hudson County Board of Taxation. Mr. Doria
has also been involved in the following professional and community activities:
President of the Bayonne Chamber of Commerce since 1994; Chairman of the Bayonne
Urban Enterprise Zone Corporation; past President of Bayonne Economic
Development Corporation; former Chairman of the City Improvement Committee; and
former member of the Hudson County Private Industry Council (PIC); former
Trustee of Hudson County Community College, Chairman of the Finance Committee
and member of the Board of School Estimates; past President of the Bayonne
Chapter of UNICO National; charter member of the 200 Club of Hudson County; and
charter member of the Order of the Sons of Italy - Rev. Dominick Delmonte Lodge.
Mr. Doria attended Our Lady of Assumption Grammar School and, Marist High
School, and received a B.A. degree from Saint Peter's College. Mr. Doria was not
re-nominated to the Company's Board of Directors.
Phyllis Wasserman Garelick, 61, currently retired, was the former
supervisor of Guidance Services for the Elizabeth Board of Education and had
thirty-three years of experience in education. Mrs. Garelick is the past
President of the Bayonne Jewish Community Center and a member of ORT, Temple
Beth Am and numerous other organizations in addition to the Simpson-Baber
Foundation for the Autistic, the Bayonne Hospital Foundation, and the National
Council of Christians and Jews. Mrs. Garelick is Vice President of the Bayonne
Board of Education and a member of the Board of School Estimate. Mrs. Garelick
attended P.S. #3 and Bayonne High School, and holds B.A. and M.A. degrees from
Jersey City State College. Mrs. Garelick has stated that she will not stand for
reelection to the Company's Board of Directors.
Mark D. Hogan, C.P.A., 38, is a sole practitioner with an office located in
Bayonne. In addition, Mr. Hogan is a registered representative providing
financial planning for his clientele. Mr. Hogan has achieved the following
licenses and designations: NASD Series 7, 24 and 63, New Jersey Life and Health
Insurance broker, New Jersey Property and Casualty Insurance broker. Prior to
his C.P.A. practice, Mr. Hogan co-founded The Corner Office, a retail office
supply dealer, located in Bayonne, where he held the position of President and
Chief Executive Officer. Mr. Hogan attended Saint Peter's Preparatory School and
received a B.S. degree from Pace University. He is a member of the New Jersey
Society of Certified Public Accountants. Mr. Hogan serves as the Chairman of the
Board of Directors of the Company.
John J. Hughes, 58, is engaged in the practice of law with Hughes &
Finnerty, P.C. He has been in private practice in Bayonne since 1974.
Previously, he served as an Assistant Prosecutor with the Hudson County
Prosecutor's Office. Mr. Hughes is a former Council President of the Bayonne
Council, Boy Scouts of America, and serves as Council Commissioner for the
Northern New Jersey Council, Boy Scouts of America. He is a former member of the
St. Vincent's Parish Council and presently serves as a member of the Parish
Finance Committee. He is a Trustee of the Bayonne Scout Endowment and a member
of the Knights of Columbus, Our Lady Star of the Sea, Council 371. Mr. Hughes
attended St. Henry's Grammar School and St. Peter's Prep. He received a B.A.
degree from the University of Notre Dame and his J.D. from Seton Hall
University. Mr. Hughes was not re-nominated to the Company's Board of Directors.
Joseph Lyga, 44, has served on the Bayonne Fire Department for eighteen
years, having achieved the rank of Fire Captain. In addition, Mr. Lyga has been
a self-employed contractor for the last eighteen years. 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 and the Friends of Nick Capodice. Mr. Lyga attended Saint Mary's,
Our Lady Star of the Sea Elementary School, Marist High School and Jersey City
State College.
Dr. Gary Maita, 47, a general dentist, is a partner in the South Hudson
Dental Group. Dr. Maita was formerly a Trustee of the Bayonne Board of Education
and has, since 1997, held the position of President of the Bayonne Board of
Education. Dr. Maita is the Vice President of the Bayonne Scout Endowment, past
President of the Bayonne Rotary Club, and a member of the Bayonne Chapter of
UNICO National. Dr. Maita attended Our Lady of Assumption Grammar School and
Marist High School, and received his B.A. degree from Richard Stockton State
College, and D.D.M. from New Jersey Dental School. Dr. Maita was not
re-nominated to the Company's Board of Directors.
6
H. Mickey McCabe, 57, is Founder and President of McCabe Ambulance Service
and McCabe Institute of Emergency Preparedness, both located in Bayonne. Mr.
McCabe is the past President of the Bayonne Uptown Merchants Association; the
past Vice President of the Bayonne Chamber of Commerce; the current President of
Bayonne Economic Development Corp.; a founding member of the Bayonne Saint
Patrick's Parade Committee; Founder and past Chairman of the Bayonne
Neighborhood Watch; Founder and past President of the Bayonne Chapter of the
American Heart Association; Founder and Chairman of the Bayonne Police
Bulletproof Vest Fund; Treasurer of the Bayonne Police D.A.R.E. Program;
President of the Medical Transportation Association of New Jersey; and Vice
Chairman of the New Jersey State EMS Council. Mr. McCabe attended Horace Mann
Grammar School and Bayonne High School, and received a B.S. degree from Saint
Peter's College. Mr. McCabe was not re-nominated to the Company's Board of
Directors 21 .
Donald Mindiak, 45, has been employed in the banking industry for over
twenty-five years and has been President and Chief Executive Officer of the Bank
since October 1999. Most recently he was employed by Summit Bank as a Manager of
Strategic Planning and Support. Prior to his employment at Summit Bank, Mr.
Mindiak was employed at First Savings Bank of New Jersey in Bayonne. During his
tenure at First Savings Bank of New Jersey, he served as Treasurer and prior to
that position as Controller of the bank. Mr. Mindiak served as an active member
of the Asset/Liability, Budget, Investment and Rate Setting Committees while at
First Savings Bank of New Jersey and was the former Chairman of the Asset
Classification Committee. Mr. Mindiak has been a member of several trade
organizations including: the Community Bankers Association, the Hudson County
Savings League, the New Jersey Savings League and the American Community Bankers
Association. In addition, Mr. Mindiak serves as the Treasurer of the Bayonne
Medical Center Foundation Board. Mr. Mindiak received a B.A. degree from
Rutgers, Newark College of Arts and Sciences and an M.B.A. degree from Fairleigh
Dickinson University.
Alexander Pasiechnik, 42, is President and Chief Executive Officer of
Victoria T.V. Sales and Appliances. Mr. Pasiechnik was born in Bayonne and
attended Saint Mary's, Our Lady Star of the Sea Elementary School, Marist High
School, and Saint Peter's College.
Dr. August Pellegrini, Jr., 44, has practiced general dentistry in Bayonne
for eighteen years and is currently the Vice President of the New Jersey Dental
Association. Dr. Pellegrini is a past President of the Hudson County Dental
Society and currently sits on the Board of Trustees of the New Jersey Dental
Association where he represents Hudson County. Dr. Pellegrini is also a Hudson
County delegate to the New Jersey Dental Association House of Delegates, and is
a past member of the Board of Trustees of the New Jersey Foundation of Dentistry
for Persons with Disabilities. Dr. Pellegrini is a faculty member at UMDNJ, New
Jersey Dental School, in the Department of General and Hospital Dentistry. Dr.
Pellegrini is also a member of the Knights of Columbus. Dr. Pellegrini attended
Horace Mann Grammar School, Marist High School, Rutgers College and Temple
University School of Dentistry.
Kenneth R. Poesl, 53, is the president and owner of Ken's Marine Service,
an environmental remediation company founded in 1977. Mr. Poesl is a member of
various trade associations, including the Spill Control Association of America,
Maritime Association of the Port of NY/NJ, and the International Tank Terminal
Association. Mr. Poesl is a member of the United States Coast Guard Area
Planning Committee for the Port of New York, and has designed and implemented a
pollution prevention strategy for various Environmentally Sensitive Areas in the
Port of New York. Mr. Poesl has served on the executive board of the Boy Scouts
of America Hudson Liberty Council; the Board of Trustees for the Bayonne
Healthcare Foundation; and is a council member of the Grace Lutheran Church,
Bayonne, New Jersey. He is also a trustee of the Bayonne Scout Endowment. Mr.
Poesl attended Mary Jane Donohue Grammar School, Bayonne High School and the
Seaman's Institute, Manhattan, and holds a Masters Captain's License. Mr. Poesl
has stated that he will not stand for reelection to the Company's Board of
Directors.
Joseph Tagliareni, 49, is the President and Chief Executive Officer of J &
J Printing, located in Bayonne, and has over twenty-nine years of printing
experience. Mr. Tagliareni is a member of many civic organizations including:
7
the Bayonne Chapter of UNICO National, the Knights of Columbus, New Era Civic
Club, the United Christians and Jews Association, the Bayonne Chamber of
Commerce, the Hometown Fair Committee, and the Chandelier Golf Committee. Mr.
Tagliareni is the Treasurer and a board member of the Bayonne Family YMCA and
serves on the school board of Saint Mary's, Our Lady Star of the Sea Elementary
School. Mr. Tagliareni is a committeeman for the First Ward in Bayonne. Mr.
Tagliareni attended Lincoln School and Bayonne High School. Mr. Tagliareni has
stated that he will not stand for reelection to the Company's Board of
Directors.
Executive Officers who are not Directors
The following is biographical information regarding executive officers of
the Company or the Bank who are not also directors. Unless otherwise noted each
officer has held the indicated position for at least five years.
Olivia M. Klim, 58, has been has been employed in the banking industry for
over thirty-seven years and is currently Executive Vice President of Business
Development of the Bank. Prior to joining the Bank in October 2000 Mrs. Klim was
employed by First Savings Bank of New Jersey, a division of Richmond County
Financial as a Business Development Officer, responsible for the business
development and operational functions at their four offices in Bayonne, New
Jersey. Mrs. Klim's responsibilities included developing both a deposit and
financing relationship with commercial clients, and to that end increased
commercial financing opportunities by over $40 million during her tenure. Prior
to her employment at First Savings, Mrs. Klim was employed at First Fidelity
Bank as a Branch Administrator. During her years of employment at First
Fidelity, Mrs. Klim was responsible for the overall administrative function of
$37 million branch facility while developing and cultivating commercial and
consumer clientele. Mrs. Klim is a Commissioner of the Bayonne Municipal
Utilities authority, and serves in various capacities for the local Chapter of
the Deborah Foundation, the College Opportunity Program, the American Institute
of Banking for Women, and the Bayonne Bullet Proof Vest Funding Campaign.
Further, Mrs. Klim serves on the Loan Review Committee for the Bayonne Economic
Development Corporation. Mrs. Klim is a graduate of the Bayonne School system
and attended St. Peter's College, and the Cohen & Brown School for Sales &
Investments.
Board Independence
The Board has determined that, except as to Messrs. Coughlin, Collins and
Mindiak, each member of the Board is an "independent director" within the
meaning of the Nasdaq corporate governance listing standards. Messrs. Coughlin
and Mindiak are not considered independent because they are executive officers
of the Company. Mr. Collins is not considered independent because he was an
executive officer of a company acquired by the Company in January 2003.
Meetings and Committees of the Board of Directors
The Company became the parent holding company of the Bank on May 1, 2003.
The Company's Board of Directors meets on a monthly basis and may hold
additional special meetings. During the year ended December 31, 2003, our board
of directors held six regular meetings and three special meetings, and no
director attended fewer than 75% of such meetings. The Company's Committees
include an Asset/Liability Management Committee, an Audit Committee, a Loan
Committee, an Investment Committee and a Budget Committee. The Company's full
board acts as the nominating and compensation committee.
In 2003 the Company's audit committee consisted of Directors Pellegrini,
Doria, McCabe, Bielan and Cymbor, all of whom are nonemployee directors. The
Audit Committee meets with the internal auditor to review audit programs and the
results of audits of specific areas as well as other regulatory compliance
issues. The Company's Audit Committee met five times during the year ended
December 31, 2003.
Until his resignation in February 2004, Mr. Doria was a member of the Audit
Committee and was designated as the Audit Committee's financial expert pursuant
to guidelines specified in the Sarbanes-Oxley Act. (For a discussion of his
qualification, please refer to the section titled Biographical Information
Regarding Directors and Executive Officers beginning on page 4). Following Mr.
Doria's resignation, the Audit Committee designated Director Hogan as the Audit
Committee's financial expert pursuant to guidelines specified in the
Sarbanes-Oxley Act. Mr. Hogan is a certified public accountant and financial
planner.
8
The Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee, which was established in
March 2004, consists of directors Ballance, Lyga and Pellegrini. 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 charter for the Committee, which is
attached hereto as Appendix A. The full Board of Directors, acting as a
nominating committee, met one time during 2003.
The functions of the Nominating and Corporate Governance Committee include the
following:
o to lead the search for individuals qualified to become members of the
Board and to select director nominees to be presented for stockholder
approval;
o to review and monitor compliance with the requirements for board
independence;
o to review the committee structure and make recommendations to the
Board regarding committee membership;
o to develop and recommend to the Board for its approval a set of
corporate governance guidelines; and
o to develop and recommend to the Board for its approval a
self-evaluation process for the Board and its committees.
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 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 with that of obtaining a
new perspective. If any member of the Board does not wish to continue in
service, or if the Committee or the Board decides not to re-nominate a member
for re-election, or if the size of the Board is increased, the Committee would
solicit suggestions for director candidates from all Board members. In addition,
the Committee is authorized by its charter to engage a third party to assist in
the identification of director nominees. The Nominating and Corporate Governance
Committee would seek to identify a candidate who at a minimum satisfies the
following criteria:
o has the highest personal and professional ethics and integrity and
whose values are compatible with the Company's;
o has had experiences and achievements that have given them the ability
to exercise and develop good business judgment;
o is willing to devote the necessary time to the work of the Board and
its committees, which includes being available for Board and committee
meetings
o is familiar with the communities in which the Company operates and/or
is actively engaged in community activities;
o is involved in other activities or interests that do not create a
conflict with their responsibilities to the Company and its
stockholders; and
o has the capacity and desire to represent the balanced, best interests
of the stockholders of the Company as a group, and not primarily a
special interest group or constituency.
9
The Nominating and Corporate Governance Committee will also take into
account whether a candidate satisfies the criteria for "independence" under the
Rules of the NASD, and if a nominee is sought for service on the audit
committee, the financial and accounting expertise of a candidate, including
whether an individual qualifies as an audit committee financial expert.
Procedures for the Nomination of Directors by Shareholders
The Board has adopted procedures for the submission of director nominees by
stockholders. If a determination is made that an additional candidate is needed
for the Board, the Nominating and Corporate Governance Committee will consider
candidates submitted by the Company's stockholders. Stockholders can submit
qualified the names of candidates for Director by writing to our Corporate
Secretary, at 104-110 Avenue C, Bayonne, New Jersey 07002. The Chairman of the
Board must receive a submission not less than ninety (90) days prior to the date
of the Company's proxy materials for the preceding year's annual meeting. If the
date of the annual meeting is advanced more than thirty (30) days prior to or
delayed by more than thirty (30) days after the anniversary of the preceding
year's annual meeting, the stockholder's suggestion must be so delivered not
later than the close of business on the tenth day following the day on which
public announcement of the date of such annual meeting is first made. The
submission must include the following information:
o the name and address of the stockholder as they appear on the
Company's books, and number of shares of the Company's common stock
that are owned beneficially by such stockholder (if the stockholder is
not a holder of record, appropriate evidence of the stockholder's
ownership will be required);
o the name, address and contact information for the candidate, and the
number of shares of common stock of the Company that are owned by the
candidate (if the candidate is not a holder of record, appropriate
evidence of the stockholder's ownership should be provided);
o a statement of the candidate's business and educational experience;
o such other information regarding the candidate as would be required to
be included in the proxy statement pursuant to SEC Regulation 14A;
o a statement detailing any relationship between the candidate and the
Company;
o a statement detailing any relationship between the candidate and any
customer, supplier or competitor of the Company;
o detailed information about any relationship or understanding between
the proposing stockholder and the candidate; and
o a statement that the candidate is willing to be considered and willing
to serve as a Director if nominated and elected.
The Company has no procedural or informational requirements for the
presentation of a stockholder nomination at the Annual Meeting of Stockholders.
Stockholder Communications with the Board
A stockholder of the Company who wants to communicate with the Board or
with any individual Director can write to the President and Chief Executive
Officer of the Company, 104-110 Avenue C, Bayonne, New Jersey 07002, Attention:
Board Administration. The letter should indicate that the author is a
stockholder and if shares are not held of record, should include appropriate
evidence of stock ownership. Depending on the subject matter, management will:
o forward the communication to the Director or Directors to whom it is
addressed;
10
o attempt to handle the inquiry directly, for example where it is a
request for information about the
company or it is a stock-related matter; or
o not forward the communication if it is primarily commercial in nature,
relates to an improper or irrelevant topic, or is unduly hostile,
threatening, illegal or otherwise inappropriate.
At each Board meeting, management shall present a summary of all
communications received since the last meeting that were not forwarded and makes
those communications available to the Directors.
Code of Ethics
The Company has adopted a code of ethics that is applicable to the
officers, directors and employees of the Company, including the Company's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions.
The Audit Committee
In 2003 the Audit Committee consisted of directors Bielan, Cymbor, Doria,
McCabe and Pellegrini. Mr. Doria resigned from the Audit Committee in February
2004 and the Audit Committee was reconstituted in March 2004 to consist of
Directors Hogan, Bielan, Brogan and Pellegrini. Each current member of the Audit
Committee is considered "independent" as defined in the Nasdaq corporate
governance listing standards and under SEC Rule 10A-3. The duties and
responsibilities of the Audit Committee include, among other things:
o retaining, overseeing and evaluating a firm of independent certified
public accountants to audit the annual financial statements;
o in consultation with the independent auditors and the internal
auditor, reviewing the integrity of the Company's financial reporting
processes, both internal and external;
o approving the scope of the audit in advance;
o reviewing the financial statements and the audit report with
management and the independent auditors;
o considering whether the provision by the external auditors of services
not related to the annual audit and quarterly reviews is consistent
with maintaining the auditor's independence;
o reviewing earnings and financial releases and quarterly reports filed
with the SEC;
o consulting with the internal audit staff and reviewing management's
administration of the system of internal accounting controls;
o approving all engagements for audit and non-audit services by the
independent auditors; and
o reviewing the adequacy of the audit committee charter.
The Audit Committee met five times during 2003. The Audit Committee reports
to the Board on its activities and findings. The Board of Directors believes
that Mr. Hogan qualifies as an "audit committee financial expert" as that term
is used in the rules and regulations of the SEC.
Audit Committee Report
In accordance with SEC regulations, the Audit Committee has prepared the
following report. The Board of Directors has adopted a written charter for the
Audit Committee.
As part of its ongoing activities, the Audit Committee has:
11
o Reviewed and discussed with management the Company's audited
consolidated financial statements for the year ended December 31,
2003;
o Discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications
with Audit Committees, as amended; and
o Received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and has discussed with
the independent auditors their independence.
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 year
ended December 31, 2003.
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 the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Audit Committee:
Mark D. Hogan, (Chairman)
Judith Q. Bielan
Joseph J. Brogan
Dr. August D. Pellegrini, Jr.
The Audit Committee has approved a list of procedures for the engagement of
outside auditors to perform non-audit tasks. The following services cannot be
provided by the auditor: financial information systems design and
implementation; internal audit outsourcing; appraisal or valuation services,
fairness opinions, and contribution in kind reports; management functions or
human resources; bookkeeping; broker or dealer or investment banking services;
legal services unrelated to the audit; actuarial services; and services
determined by the Audit Committee to be impermissible. All permissible non-audit
services must be pre-approved by the Audit Committee. The authority to approve
audit and non-audit services may be delegated by the committee to one or more of
its members, provided that any delegated approvals must be reported to the full
Audit Committee and all approvals of non-audit services will be disclosed in the
Company's periodic reports.
The Company's Audit Committee charter is attached hereto as Appendix B.
Director Compensation
During the year ended December 31, 2003, the Company paid no board fees but
the Bank's Board of Directors received fees totaling $214,900. Each non-employee
director received $15,350 in director's fees during 2003. Directors Coughlin,
Mindiak and Collins, as members of executive management, do not receive
directors' fees.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company's Common Stock is registered pursuant to Section 12(g) of the
Exchange Act. Prior to completion of Bayonne Community Bank's holding company
formation, executive officers and directors of the Company and beneficial owners
of greater than 10% of the Company Common Stock ("10% beneficial owners") filed
reports with the FDIC disclosing beneficial ownership and changes in beneficial
ownership of Company Common Stock. Upon completion of the holding company
formation executive officers, directors and 10% beneficial owners were required
to file beneficial ownership reports with the SEC. SEC rules require disclosure
in the Company's Proxy Statement and Annual Report on Form 10-K of the failure
of an executive officer, director or 10% beneficial owner to file such forms on
a timely basis. Directors and executive officers failed to file Forms 4 to
report the grant of options in July 2003. Such option grants were included in
the Beneficial Ownership forms filed on Form 5 for directors and executive
officers of the Bank who became directors or executive officers of the Company.
Directors Hughes and Collins, who were not directors of the Bank, failed to file
their Forms 3 timely. They have subsequently filed their Forms 3.
12
Executive Compensation
Summary Compensation Table. The following table provides information about
the compensation paid for the years ended December 31, 2003, December 31, 2002,
and December 31, 2001 to our Chief Executive Officer, and other officers whose
total annual salary and bonus for the year ended December 31, 2003 totaled
$100,000 or more (the "Named Officers").
Long-Term
Annual Compensation (1) Compensation
Awards
Name and Year Other Annual Restricted ARSAll Other
--------------------------- Ended Salary Compensation Stock Options/S Compensation
Principal Position 12/31 ($)(1) Bonus ($) ($)(2) Awards ($) (#) ($)
Donald Mindiak 2003 $ 125,000 $ 62,500 $ -- $ -- 11,663 $ --
President, Chief 2002 92,500 40,000 -- -- 12,100 --
Executive Officer and 2001 85,000 25,000 -- -- -- --
Director
James E. Collins 2003 $ 92,500 $ 46,250 $ -- $ -- 12,561 $ --
Senior Lending Officer 2002 72,500 25,000 -- -- 12,100 --
2001 65,000 10,000 -- -- -- --
Thomas M. Coughlin 2003 $ 92,500 $ 46,250 $ -- $ -- 12,130 $ --
Chief Financial Officer 2002 72,500 25,000 -- -- 12,100 --
and Chief Operating 2001 65,000 10,000 -- -- -- --
Officer
Olivia Klim 2003 $ 92,500 $ 46,250 $ -- $ -- -- $ --
Executive Vice President 2002 72,500 25,000 -- -- 12,100 --
- Business Development 2001 65,000 10,000 -- -- -- --
Amer Saleem 2003 $ 77,500 $ 38,750 $ -- $ -- 410 $ --
Vice President - 2002 70,000 5,000 -- -- 1,210 --
Commercial Lending 2001 -- -- -- -- -- --
----------------------
(1) Includes amounts deferred at the election of the executive under the
Company's 401(k) plan.
(2) Does not include perquisites and personal benefits, the aggregate amount of
which does not exceed the lesser of $50,000 or 10% of the total salary and
bonus reported.
Compensation Committee Interlocks and Insider Participation. During the
fiscal year ended December 31, 2003, the Compensation Committee, which consisted
of Robert Ballance, Joseph Brogan, Phyllis Garelick, Mark D. Hogan, Joseph Lyga
and Alexander Pasiechnik, met to review the performance of the executive
officers and determine compensation programs and adjustments. Messrs. Mindiak
and Coughlin do not participate in the Board of Director's determination of
their respective compensation as executive officers.
Report of the Compensation Committee on Executive Compensation. The
Compensation Committee evaluates the performance of the Chief Executive Officer
and other executive officers, and reviews and approves increases to base
compensation as well as the level of bonus, if any, to be awarded. The
Compensation Committee also approves any perquisites payable to such officers.
In addition, the Compensation Committee determines the budget for salaries for
other executive officers, and reviews the report of the Chief Executive Officer
regarding the allocation of compensation of such other officers. In determining
whether the base salary of the Chief Executive Officer and other executive
officers should be increased, the budget for other executive officers and
whether to approve the Chief Executive Officer's allocation of such amounts, the
Compensation Committee takes into account individual performance and information
regarding compensation paid to executives performing similar duties for
financial institutions in the Company's market area. The Compensation Committee
uses a peer comparison employing at least two published compensation surveys in
determining the salary and benefits of the Chief Executive Officer.
13
While the Compensation Committee does not use strict numerical formulas to
determine changes in compensation for the Chief Executive Officer and other
executive officers, it weighs a variety of different factors in its
deliberations. Factors considered by the Committee in fiscal 2003 included
operating performance, general management oversight of the Company, the quality
of communication with the Board of Directors, and the productivity of employees.
Finally, the Committee considered the standing of the Company with customers and
the community, as evidenced by the level of customer/community complaints and
compliments. While each of the quantitative and nonquantitative factors
described above was considered by the Committee, such factors were not assigned
a specific weight in evaluating the performance of each of the Company's
executive officers. Rather, all factors were considered, and based upon the
effectiveness of such officers in addressing each of the factors, as well as the
lack of inflation generally, and the range of compensation paid to officers of
peer institutions.
This report has been provided by the Compensation Committee: Robert
Ballance, Joseph Brogan, Phyllis Garelick, Mark D. Hogan, Joseph Lyga and
Alexander Pasiechnik.
Evaluation of disclosure controls and procedures
The Company has adopted controls and other procedures which are designed to
ensure that information required to be disclosed in this Proxy Statement and
other reports filed with the SEC is recorded, processed, summarized and reported
within time periods specified by the SEC. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we evaluated the effectiveness of the design and operation of
our disclosure controls and procedures as of the end of the fiscal year (the
"Evaluation Date"). Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that, as of the Evaluation Date, our
disclosure controls and procedures were effective in timely alerting them to the
material information relating to us (or our consolidated subsidiaries) required
to be included in this Proxy Statement.
Related Party Transactions
The Company leases its headquarters from a limited liability company owned
by all Directors and executive officers other than Mr. Mindiak. The negotiations
with respect to the lease were conducted at arms-length and the Board of
Directors of the Company believes that the terms and conditions of the lease are
comparable to terms that would have been available from a third party that was
unaffiliated with the Company. Payments under the lease currently total $9,270
per month. The Company paid approximately $89,900 for printing services provided
by a company of which Director Tagliareni is the president. No determination was
made as to whether the payments to Director Tagliareni's company were on terms
comparable to those available from an unaffiliated third party. John J. Hughes
is a principal in the law firm of Hughes and Finnerty, P.C., which performed
legal services for the Bank in 2003 and received aggregate fees of $10,655
therefor. In addition, Mr. Hughes received legal fees totaling $143,775 paid by
borrowers in connection with loan transactions in which Mr. Hughes represented
the Bank.
Other than as described in the preceding paragraph, no Directors, executive
officers or immediate family members of such individuals have engaged in
transactions with the Company involving more than $60,000 (other than through a
loan) during the preceding year. In addition, no Directors, executive officers
or immediate family members of such individuals were involved in loans from the
Company involving more than $60,000 which were not made in the ordinary course
of business and on substantially the same terms and conditions, including
interest rate and collateral, as those of comparable transactions prevailing at
the time with other persons, and do not include more than the normal risk of
collectability or present other unfavorable features.
Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer
from: (1) extending or maintaining credit; (2) arranging for the extension of
credit; or (3) renewing an extension of credit in the form of a personal loan
for an officer or director. There are several exceptions to this general
prohibition, one of which is applicable to the Company. Sarbanes-Oxley does not
apply to loans made by a depository institution that is insured by the FDIC and
is subject to the insider lending restrictions of the Federal Reserve Act. All
loans to the Company's directors and officers are made in conformity with the
Federal Reserve Act regulations.
Benefit Plans
2003 Stock Option Plan. During the year ended December 31, 2003, the
Company adopted, and the stockholders approved, the 2003 Stock Option Plan. The
14
2003 Stock Option Plan provided for the grant of options to purchase 229,702
shares of common stock, adjusted for the stock dividend. Pursuant to the 2003
Stock Option Plan, options to purchase shares of Common Stock were each granted
to each director at an exercise price of $14.59 per share, the fair market value
of the underlying shares on the date of the award (as adjusted for the stock
dividend). The term of the options is ten years from the date of grant, and the
number of shares subject to awards will be adjusted in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination or exchange of shares or other change in the corporate structure of
the Company. The stock options granted vested 20% upon grant and at the annual
rate of 20% per year thereafter. To the extent described below, the awards
include an equal number of reload options ("Reload Options"), limited stock
appreciation rights ("Limited Rights") and dividend equivalent rights ("Dividend
Equivalent Rights"). A Limited Right gives the option holder the right, upon a
change in control of the Company, to receive the excess of the market value of
the shares represented by the Limited Rights on the date exercised over the
exercise price. The Limited Rights are subject to the same terms and conditions
as the stock options. Payment upon exercise of Limited Rights will be in cash,
or in the event of a merger transaction, for shares of the acquiring corporation
or its parent, as applicable. Limited Rights have been granted to employees
only. The Dividend Equivalent Rights entitle the option holder to receive an
amount of cash at the time that certain extraordinary dividends are declared
equal to the amount of the extraordinary dividend multiplied by the number of
options that the person holds. For these purposes, an extraordinary dividend is
defined as any dividend where the rate of dividend exceeds the Company's
weighted average cost of funds on interest-bearing liabilities for the current
and preceding three quarters. The Reload Options entitle the option holder, who
has delivered shares that he or she owns as payment of the exercise price for
option stock, to a new option to acquire additional shares equal in amount to
the shares he or she has delivered. Reload Options may also be granted to
replace option shares retained by the employer for payment of the option
holder's withholding tax. The option price at which additional shares of stock
can be purchased by the option holder through the exercise of a Reload Option is
equal to the market value of the previously owned stock at the time it was
surrendered. The option period during which the Reload Option may be exercised
expires at the same time as that of the original option that the holder has
exercised.
Set forth below are the option grants to directors and exercise price of
such grants during the year ended December 31, 2003.
Director's Name Option Awards Exercise Price
--------------------------------------------------------------------------------
Robert Ballance 10,783 $14.59
Judith Q. Bielan 10,205 $14.59
Joseph Brogan 13,995 $14.59
James E.Collins 12,561 $14.59
Thomas M. Coughlin 12,130 $14.59
Donald Cymbor 11,911 $14.59
Robert Doria 9,914 $14.59
Phyllis Garelick 10,810 $14.59
Mark D. Hogan 12,933 $14.59
John Hughes 9,390 $14.59
Joseph Lyga 10,221 $14.59
Gary Maita 11,943 $14.59
H. Mickey McCabe 12,311 $14.59
Donald Mindiak 11,663 $14.59
Alexander Pasiechnik 10,329 $14.59
August Pellegrini 10,669 $14.59
Kenneth Poesl 15,058 $14.59
Joseph Tagliareni 9,909 $14.59
Total 206,735 $14.59
15
2002 Stock Option Plan. During the year ended December 31, 2002, the
Company adopted, and the stockholders approved, the 2002 Stock Option Plan. The
2002 Stock Option Plan provided for the grant of options to purchase 140,787
shares of common stock, adjusted for the stock dividend. Pursuant to the 2002
Stock Option Plan, options to purchase 5,531 shares of Common Stock were each
granted to each non-employee director at an exercise price of $8.26 per share,
the fair market value of the underlying shares on the date of the award. The
term of the options is ten years from the date of grant, and the number of
shares subject to awards will be adjusted in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination or exchange of shares or other change in the corporate structure of
the Company. The stock options granted vest at the rate of 20% per year. To the
extent described below, the awards include an equal number of reload options
("Reload Options"), limited stock appreciation rights ("Limited Rights") and
dividend equivalent rights ("Dividend Equivalent Rights"). A Limited Right gives
the option holder the right, upon a change in control of the Company, to receive
the excess of the market value of the shares represented by the Limited Rights
on the date exercised over the exercise price. The Limited Rights are subject to
the same terms and conditions as the stock options. Payment upon exercise of
Limited Rights will be in cash, or in the event of a merger transaction, for
shares of the acquiring corporation or its parent, as applicable. Limited Rights
have been granted to employees only. The Dividend Equivalent Rights entitle the
option holder to receive an amount of cash at the time that certain
extraordinary dividends are declared equal to the amount of the extraordinary
dividend multiplied by the number of options that the person holds. For these
purposes, an extraordinary dividend is defined as any dividend where the rate of
dividend exceeds the Company's weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters. The
Reload Options entitle the option holder, who has delivered shares that he or
she owns as payment of the exercise price for option stock, to a new option to
acquire additional shares equal in amount to the shares he or she has delivered.
Reload Options may also be granted to replace option shares retained by the
employer for payment of the option holder's withholding tax. The option price at
which additional shares of stock can be purchased by the option holder through
the exercise of a Reload Option is equal to the market value of the previously
owned stock at the time it was surrendered. The option period during which the
Reload Option may be exercised expires at the same time as that of the original
option that the holder has exercised.
Set forth in the table that follows is information relating to options
granted under the 2003 Stock Option Plan and 2002 Stock Option Plan to the Named
Officers during the fiscal year ended December 31, 2003.
======================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
======================================================================================================================
Individual Grants
----------------------------------------------------------------------------------------------------------------------
Name Options Granted Percent of Total Exercise or Expiration Grant Date Present Value
Options Granted
to Employees in Base Price
(1) FY 2003 ($)(1) Date ($)(2)
----------------------------------------------------------------------------------------------------------------------
Donald Mindiak 11,663 31.7% $14.59 8/13/2013 $113,364
----------------------------------------------------------------------------------------------------------------------
James E. Collins 12,561 34.2% $14.59 8/13/2013 $122,093
----------------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin 12,130 33.0% $14.59 8/13/2013 $117,904
----------------------------------------------------------------------------------------------------------------------
Olivia Klim -- -- $14.59 -- --
----------------------------------------------------------------------------------------------------------------------
Amer Saleem 410 1.1% $15.91 10/31/2013 $ 4,276
======================================================================================================================
-----------------------------
(1) The exercise price of the options is equal to the fair market value of the
underlying shares on the date of the award.
(2) Based on a grant date present value of $9.72 per share for Messrs. Mindiak,
Collins and Coughlin and $10.43 for Mr. Saleem derived using the
Black-Scholes option pricing model with the following assumptions:
volatility of 56.2%; risk free rate of return of 4.05%; dividend yield of
0.0%; and a seven year option life.
16
Set forth below is certain information concerning options outstanding to
the Named Officers at December 31, 2003, and the options exercised by the Named
Officers during 2003.
======================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------
Shares Acquired Value Realized ($) Number of Unexercised Value of Unexercised
In-The-Money Options at
Upon Exercise Options at year-End Year-End (1)
--------------------- ------------------ ------------------- ---------------------------- ----------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
--------------------- ------------------ ------------------- ---------------------------- ----------------------------
Donald Mindiak -- -- 7,173/16,590 $83,765/$168,847
--------------------- ------------------ ------------------- ---------------------------- ----------------------------
James E. Collins -- -- 7,352/17,309 $85,092/$174,174
--------------------- ------------------ ------------------- ---------------------------- ----------------------------
Thomas M. Coughlin -- -- 7,266/16,964 $84,454/$171,618
--------------------- ------------------ ------------------- ---------------------------- ----------------------------
Olivia Klim -- -- 4,840/7,260 $66,480/$99,720
--------------------- ------------------ ------------------- ---------------------------- ----------------------------
Amer Saleem -- -- 566/1,054 $7,017/$11,448
===================== ================== =================== ============================ ============================
-------------------------------
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of Common Stock that
would be received upon exercise, assuming such exercise occurred on
December 31, 2003, at which date the last trade price of the Common Stock
as stated on the Electronic Bulletin Board.
Compensation Plans
Set forth below is information as of December 31, 2003 regarding equity
compensation plans categorized by those plans that have been approved by
stockholders. The Company has no equity based benefit plans that were not
approved by stockholders.
====================================================================================================================
Plan Number of securities to be Weighted average Number of securities
issued upon exercise of
outstanding options and ---------------------- remaining available for
rights exercise price(2) issuance under plan
--------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by stockholders................. 361,191(1) $ 11.90 23,377 (3)
--------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by stockholders........ -- -- --
--------------------------------------------------------------------------------------------------------------------
Total..................... 361,191 $ 11.90 23,377
====================================================================================================================
-------------------
(1) Consists of options to purchase (i) 154,456 shares of common stock under
the 2003 Stock Option Plan and (ii) 206,735 shares of common stock under
the 2002 Stock Option Plan
(2) The weighted average exercise price reflects the exercise price of $14.59
per share for options granted under the 2003 Stock Option Plan and $8.26
per share for options under the 2002 Stock Option Plan.
(3) Consists of options to purchase 22,967 shares under the 2003 Stock Option
Plan and 410 shares under the 2002 Stock Option Plan.
-------------------------------------------------------------------------------
MARKET INFORMATION
--------------------------------------------------------------------------------
The Company's Common Stock is traded on the Over the Counter Electronic
Bulletin Board. Bid and ask quotes may be displayed on the Electronic Bulletin
Board. Even if brokerage firms make a market in our stock, however, an active
and liquid market almost certainly will not develop for some period of time, if
at all. No market maker has an obligation to make a market for the Company's
Common Stock, and should they begin to do so, they could discontinue making a
market at any time. As of _______ __, 2004, BCB Bancorp, Inc. had approximately
_____ stockholders.
17
Stock Performance Graph
Set forth hereunder is a stock performance graph comparing (a) the
cumulative total return on the Common Stock for the period beginning with the
closing sales price on May 1, 2003 through December 31, 2003, (b) the cumulative
total return on all publicly traded commercial bank stocks over such period, and
(c) the cumulative total return of Nasdaq Market Index over such period.
Cumulative return assumes the reinvestment of dividends, and is expressed in
dollars based on an assumed investment of $100.
[OBJECT OMITTED]
Index Period Ending 12/31/03
--------------------------------------------------------------------------------
BCB Bancorp, Inc. 100.00 153.67
Commercial Bank Index 100.00 129.93
Nasdaq Market Index 100.00 137.49
--------------------------------------------------------------------------------
DIVIDEND POLICY
--------------------------------------------------------------------------------
The Company currently has no intention of paying cash dividends in the
foreseeable future, and may not be permitted to do so by state and Federal
regulations and regulatory policy. Payment of cash dividends is conditioned on
earnings, financial condition, cash needs, the discretion of the Board of
Directors and compliance with state corporate law requirements. Under New Jersey
law, the Company is not permitted to declare dividends on common stock only if,
after payment of the dividend, the Company is unable to pay its debts as they
become due in the usual course of business or total assts would be less that
total liabilities.
-------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
--------------------------------------------------------------------------------
The Company's independent auditors for the year ended December 31, 2003
were Radics & Co., LLC ("Radics"). The Audit Committee of the Board of Directors
has approved the engagement of Radics to be the Company's auditors for the year
ending December 31, 2004, subject to the ratification of the engagement by the
Company's stockholders at this Annual Meeting. Representatives of Radics are
expected to attend the Annual Meeting, will have an opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions. Stockholder ratification of the selection of Radics is not required
18
by the Company's bylaws or otherwise. However, the Board is submitting the
selection of the independent auditors to the stockholders for ratification as a
matter of good corporate practice. If the stockholders fail to ratify the
selection of Radics, the Audit Committee will reconsider whether or not to
retain that firm. Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of a different independent accounting firm
at any time during the year if it determines that such change is in the best
interests of the Company and its stockholders.
Fees Paid to Radics
Set forth below is certain information concerning aggregate fees billed for
professional services rendered by Radics during 2003 and 2002:
Audit Fees. The aggregate fees billed to the Company by Radics for
professional services rendered by Radics for the audit of the Company's annual
financial statements, review of the financial statements included in the
Company's Quarterly Reports on Form 10-Q and services that are normally provided
by Radics in connection with statutory and regulatory filings and engagements
was $28,750 and $16,700 during the fiscal years ended December 31, 2003 and
2002, respectively.
Audit Related Fees. The aggregate fees billed to the Company by Radics for
assurance and related services rendered by Radics that are reasonably related to
the performance of the audit of and review of the financial statements and that
are not already reported in "--Audit Fees," above, was $600 and $1,450 during
the fiscal years ended December 31, 2003 and 2002, respectively. These services
included a review of the Bank's Form 10-KSB filing for the year ended December
31, 2002 and review of information related to the common stock offering by the
Bank in 2002.
Tax Fees. The aggregate fees billed to the Company by Radics for
professional services rendered by Radics for tax compliance, tax advice and tax
planning was $3,000 and $2,500 during the fiscal years ended December 31, 2003
and 2002, respectively. These services include but are not limited to the
calculation of and preparation of all pertinent federal and state tax forms
relative to the Company and its subsidiaries, and the maintenance of all
applicable schedules and workpapers relative to same.
All Other Fees. There were no fees billed to the Company by Radics that are
not described above during the fiscal years ended December 31, 2003 and 2002,
respectively.
The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to costs incurred with the Company's
second-step stock offering and management consulting services rendered, is
compatible with maintaining Radics' independence. The Audit Committee concluded
that performing such services does not affect Radics' independence in performing
its function as auditor of the Company.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Auditor
The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairman when expedition of services is necessary. The independent auditors and
management are required to periodically report to the full Audit Committee
regarding the extent of services provided by the independent auditors in
accordance with this pre-approval, and the fees for the services performed to
date. All of the fees paid in the audit-related, tax and all other categories
were approved per the pre-approval policies.
Required Vote and Recommendation of the Board of Directors
In order to ratify the selection of Radics as independent auditors for the
2004 fiscal year, the proposal must receive the affirmative vote of at least a
majority of the votes cast at the Annual Meeting, either in person or by proxy.
19
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF RADICS & CO., LLC AS INDEPENDENT AUDITORS
--------------------------------------------------------------------------------
PROPOSAL III - ADJOURNMENT OF THE ANNUAL MEETING
--------------------------------------------------------------------------------
In the event that there are not sufficient votes to constitute a quorum or
approve the adoption of the proposals at the time of the Annual Meeting, the
proposals may not be approved unless the Annual Meeting is adjourned to a later
date or dates in order to permit further solicitation of proxies. In order to
allow proxies that have been received by the Company at the time of the Annual
Meeting to be voted for an adjournment, if necessary, the Company has submitted
the question of adjournment to its stockholders as a separate matter for their
consideration. The Annual Meeting may be postponed or adjourned for the purpose
of soliciting additional proxies. The board of directors of the Company
recommends that its stockholders vote FOR the adjournment proposal. If it is
necessary to adjourn the Annual Meeting, no notice of the adjourned Annual
Meeting is required to be given to stockholders (unless a new record date is
fixed), other than an announcement at the Annual Meeting of the hour, date and
place to which the Annual Meeting is adjourned.
--------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's executive office,
104-110 Avenue C, Bayonne, New Jersey 07002, no later than _____________, 2004.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
-------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any other matter should properly come before the Annual Meeting, the
Proxy Committee of the Board of Directors will have authority to vote its
proxies in its discretion with respect to any matter as to which the Board of
Directors is not notified at least five business days before the date of the
proxy statement.
--------------------------------------------------------------------------------
MISCELLANEOUS/FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
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 Company Common Stock. The Company has engaged
Georgeson Shareholder Services, Inc. to assist in the solicitation of proxies.
Georgeson Shareholder Services, Inc. will receive up to $45,000 for its
services, not including reimbursement for expenses incurred on behalf of the
Company. Total expenditures to date have been $_______. The entire expense of
the solicitation is expected to be $_______. In addition to solicitations by
mail, directors, officers and regular employees of the Company may solicit
proxies personally or by telegraph or telephone without additional compensation.
20
A FORM 10-K CONTAINING FINANCIAL STATEMENTS AT AND FOR THE YEAR ENDED
DECEMBER 31, 2003 IS BEING FURNISHED TO SHAREHOLDERS. THIS DOCUMENT 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), AND ARE AVAILABLE WITHOUT CHARGE BY WRITING
TO BCB BANCORP, INC. AT 104-110 AVENUE C, BAYONNE, NEW JERSEY 07002, ATTENTION:
CORPORATE SECRETARY.
BY ORDER OF THE BOARD OF DIRECTORS
Mark D. Hogan
Chairman of the Board
Bayonne, New Jersey
_______ __, 2004
YOUR VOTE IS IMPORTANT
1. Remember - only your latest dated proxy will determine how your shares are
to be voted at the meeting.
2. If any of the shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for you account and direct
them to vote your shares FOR your Company's nominees on the WHITE proxy
card.
3. For assistance in voting you shares or further information, please contact
the Company at (___) ___-____, or our proxy solicitor at (___) ___-____
(Toll Free).
APPENDIX A
BCB BANCORP, INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
APPENDIX A
BCB Bancorp, Inc.
Nominating and Corporate Governance Committee Charter
The nominating and corporate governance committee of the board of directors
of BCB Bancorp, Inc. shall consist of a minimum of three directors, as
determined by the board. Members of the committee shall be appointed and may be
removed by the board of directors. All members of the committee shall be
independent directors. As a nominating committee the members choose to satisfy
the Nasdaq Stock Market listing standards for independence.
The purpose of the committee shall be to assist the board in identifying
qualified individuals to become board members, in determining the size and
composition of the board of directors and its committees, in monitoring a
process to assess board effectiveness and in developing and implementing the
company's corporate governance guidelines.
In furtherance of this purpose, the committee shall have the following
authority and responsibilities:
1. To lead the search for individuals qualified to become members of the board
of directors and to select director nominees to be presented for shareowner
approval at the Annual Meeting. The committee may establish criteria for
service as a director. The committee shall select individuals as director
nominees who shall have the highest personal and professional integrity,
who shall have demonstrated exceptional ability and judgment and who shall
be most effective, in conjunction with the other nominees to the board, in
collectively serving the long-term interests of the shareowners. In
addition, the committee shall adopt procedures for the submission of
recommendations by stockholders as it deems appropriate. The committee
shall conduct all necessary and appropriate inquiries into the backgrounds
and qualifications of possible candidates.
2. To review and monitor the Board's compliance with Nasdaq Stock market
listing standards for independence.
3. To make recommendations to the board regarding the size and composition of
the board and develop and recommend to the board criteria (such as
independence, experience relevant to the needs of the company, leadership
qualities, diversity, stock ownership) for the selection of individuals to
be considered for election or re-election to the board.
4. To review the board of directors' committee structure and to recommend to
the board for its approval directors to serve as members of each committee,
or a process for such selection. The committee shall review and recommend
committee slates annually and shall recommend additional committee members
to fill vacancies as needed.
5. To develop and recommend to the board of directors for its approval a set
of corporate governance guidelines. The committee shall review the
guidelines on an annual basis, or more frequently if appropriate, and
recommend changes as necessary.
6. To develop and recommend to the board of directors for its approval an
annual self-evaluation process of the board and its committees. The
committee shall oversee the annual self-evaluations.
7. To develop and recommend to the Board continuing education guidelines for
directors.
8. To review on an annual basis director compensation and benefits.
A-1
The committee shall have the authority to delegate any of its
responsibilities to subcommittees as the committee may deem appropriate in its
sole discretion.
The committee shall have the authority to retain any search firm engaged to
assist in identifying director candidates, and to retain outside counsel and any
other advisors as the committee may deem appropriate in its sole discretion. The
committee shall have sole authority to approve related fees and retention terms.
The committee shall report its actions and recommendations to the board
after each committee meeting and shall conduct and present to the board an
annual performance evaluation of the committee. The committee shall review at
least annually the adequacy of this charter and recommend any proposed changes
to the board for approval.
A-2
APPENDIX B
BCB BANCORP, INC.
AUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER
The board of directors of BCB Bancorp, Inc. has created a committee of directors
known as the AUDIT COMMITTEE, with the authority, responsibility and specific
duties are described below. This charter governs the operations of the AUDIT
COMMITTEE.
COMPOSITION
The AUDIT COMMITTEE shall be comprised of at least three directors each of whom
are independent of management and operating executives. Members of the AUDIT
COMMITTEE shall be considered independent as long as they do not accept any
consulting, advisory, or other compensatory fee from the Company or its
subsidiaries. The members of the AUDIT COMMITTEE must also meet the independence
requirements of the Nasdaq National Market. All AUDIT COMMITTEE members shall be
financially literate, and at least one member shall be an "audit committee
financial expert" as defined by Securities and Exchange Commission regulations.
The board shall annually appoint the members for the AUDIT COMMITTEE. One of the
members shall be appointed committee chairman by the board of directors.
AUTHORITY
The AUDIT COMMITTEE may be requested by the board of directors to investigate
any activity of the institution, and all employees are directed to cooperate as
requested by members of the committee. The AUDIT COMMITTEE is empowered to
retain persons having special competence as necessary to assist the committee in
fulfilling its responsibility.
RESPONSIBILITY
The primary responsibility of the AUDIT COMMITTEE is to oversee the Company's
financial reporting process on behalf of the board of directors and report the
results of their activities to the board. While the AUDIT COMMITTEE has the
responsibilities and powers set forth in its Charter, it is not the duty of the
AUDIT COMMITTEE to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. Management is responsible for the
preparation, presentation, and integrity of the Company's financial statements
and for the appropriateness of the accounting principles and reporting policies
that are used by the Company. The independent auditors are responsible for
auditing the Company's financial statements and for reviewing the Company's
unaudited interim financial statements.
Consistent with their fiduciary duty, the AUDIT COMMITTEE is to serve as a focal
point for communication between noncommittee directors, the independent
auditors, the internal audit and compliance function, and management as their
duties relate to financial accounting, reporting, controls and regulatory
compliance. The AUDIT COMMITTEE is to assist the board of directors in
fulfilling its fiduciary responsibilities as to accounting policies, reporting
practices and the sufficiency of auditing relative thereto and regulatory
compliance. It is to be the board's principal agent in ensuring the independence
of the institution's independent accountants, internal audit: function, the
integrity of management, and the adequacy of disclosures to stockholders.
MEETINGS
The AUDIT COMMITTEE is to meet as least four times per year, and as many more
times as that committee deems necessary to fulfill its duties.
B-1
ATTENDANCE
At least a majority of the members of the AUDIT COMMITTEE are to be present at
all meetings. As necessary or desirable, the chairman may request that members
of management, the Internal Auditor, Compliance Officer, Security Officer and
representatives of the independent auditors be present at meetings of the
committee.
MINUTES
Minutes of each meeting are to be prepared and sent to committee members and the
directors who are not members of the committee.
DUTIES AND RESPONSIBILITIES
The AUDIT COMMITTEE, in carrying out its responsibilities, believes its polices
and procedures should remain flexible, in order to best react to changing
conditions and circumstances. The AUDIT COMMITTEE should take appropriate
actions to set the overall corporate "tone" for quality financial reporting,
sound business risk practices and ethical behavior.
The AUDIT COMMITTEE is to:
1. Review and reassess the adequacy of this Charter annually and submit it to
the Board for approval.
2. Advise the Board with respect to the Company's policies and procedures
regarding compliance with Company's Code of Conduct and report any
violations of the Code to the Board.
3. Evaluate the institution's compliance with and effectiveness of the Bank's
administrative and operating policies and procedures, and accounting
internal control system, by review of written reports from the internal and
external auditors and monitor management's response and actions to correct
any noted deficiencies;
4. Evaluate the institution's compliance with federal and state laws and
regulations (safety and soundness and compliance) and any agreements with
the regulators by review of the compliance officer's reports, examination
reports and other correspondence from the regulatory authorities and
management's response to these reports;
5. Evaluate the institution's compliance with board established lending
policies and underwriting standards for loans by review of an internal
audit report generated at least annually, which reviews a sample of loans
originated or purchased during a period, affiliated person loans, and loans
in excess of a certain dollar amount; determined by the Audit Committee.
6. Review all regulatory examination reports submitted to the Bank and
management's response to them;
7. Review all significant accounting changes; and
8. Review major changes to the Company's auditing and accounting principles
and practices as suggested by the independent auditor, internal auditors or
management.
9. Review the annual audited financial statements with management and the
B-2
independent accountants, including major issues regarding accounting and
auditing principles and practices as well as the adequacy of internal
controls that could significantly affect the Company's financial
statements.
10. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection
with the preparation of the Company's financial statements.
11. Review with management and the independent auditor the Company's quarterly
financial statements prior to the filing of its Form 10-Q, and annual
report on Form 10-K. Unless already provided to the full Board of
Directors, the AUDIT COMMITTEE shall be furnished with copies of earnings
releases and formal earnings guidance provided to financial analysts and
rating agencies prior to dissemination.
12. Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.
13. Meet at least annually with the chief financial officer, the senior
internal auditing executive and the independent auditor in executive
sessions.
14. Review and approve the audit plan of the internal auditors, including the
extent to which the planned audit scope relates to identifying weaknesses
in internal controls and review of the institution's EDP procedures and
controls.
15. Review the significant reports to management prepared by the internal
auditing department and management's responses.
16. Review the appointment and replacement of the senior internal auditing
executive.
17. Meet with the independent auditor prior to the start of the annual external
audit to review the proposed audit scope, planning and staffing.
18. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit.
19. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include:
(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.
(b) Any changes required in the planned scope of the internal audit.
20. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the AUDIT COMMITTEE, recommend that the Board take
appropriate action to insure the independence of the auditor.
21. Obtain from the independent auditor assurance that Section 10A of the
Private Securities Litigation Reform Act of 1995, regarding required
disclosures of corporate fraud to management, the AUDIT COMMITTEE and the
Board of Directors, has not been implicated.
B-3
22. Be directly responsible for the appointment, retention and termination of
the independent auditor, which firm is ultimately accountable to the AUDIT
COMMITTEE and the Board. Annually, evaluate the performance of the
independent auditor and, if so determined by the AUDIT COMMITTEE, recommend
that the Board replace the independent auditor.
23. Approve the fees to be paid to the independent auditor and pre-approve all
audit and non-audit services provided by the independent auditors. It shall
not engage the independent auditors to perform specific non-audit services
proscribed by law and regulation.
24. Establish hiring policies for employees or former employees of the
independent auditors that meet the SEC regulations and Nasdaq listing
standards.
25. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
26. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.
27. Establish procedures for the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls
or auditing matters, and the confidential anonymous submission by employees
of concerns regarding questionable accounting or auditing matters.
At least annually, the AUDIT COMMITTEE shall obtain and review a report by the
independent auditors describing:
o The firm's internal quality control procedures.
o Any material issues raised by the most recent internal quality control
review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits
carried out by the firm and any steps taken to deal with any such
issues.
o All relationships between the independent auditor and the Company (to
assess the auditor's independence).
While the AUDIT COMMITTEE has the responsibilities and powers set forth in this
Charter, it is not the duty of the AUDIT COMMITTEE to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the AUDIT COMMITTEE to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct.
B-4
APPENDIX C
PARTICIPANT INFORMATION
APPENDIX C
The following table sets forth the names, principal business occupations,
business addresses of those individuals deemed to be participants in this proxy
solicitation under the federal securities laws (the "Participants"). The number
of shares of common stock of BCB Bancorp, Inc. (the "Company") beneficially
owned, directly or indirectly, as of March 1, 2004 is included under "Proposal I
- Election of Directors" of the Company's Proxy Statement. None of the
Participants owns any securities of record but not beneficially.
Name Principal Occupation Business Address
--------------------------------------------------------------------------------
Robert Ballance 25 West 18th Street Carpet Retailer
Bayonne, NJ 07002
Judith Bielan 420 Broadway Attorney
Bayonne, NJ 07002
Joseph Brogan 599 Broadway Insurance Salesman/Owner
Bayonne, NJ 07002
James Collins 104-110 Avenue C Chief Lending Officer and Director,
Bayonne, NJ 07002 BCB Bancorp, Inc.
Thomas Coughlin 104-110 Avenue C Chief Financial Officer and
Bayonne, NJ 07002 Director, BCB Bancorp, Inc.
Mark Hogan 9 West 8th Street Certified Public Accountant;
Bayonne, NJ 07002 Chairman of the Board of Directors,
BCB Bancorp, Inc.
Joseph Lyga 78 West 14th Street Fireman
Bayonne, NJ 07002
Donald Mindiak 104-110 Avenue C President and Director, BCB Bancorp,
Bayonne, NJ 07002 Inc.
Alexander Pasiechnik 395 Broadway Appliance Retailer
Bayonne, NJ 07002
August Pellegrini 942 Avenue C Dentist
Bayonne, NJ 07002
Except as described below and other than stock options granted to each of
the individuals above, no Participant is or was within past year, a party to a
contract, arrangement or understanding with any person with respect to any
securities of the Company. None of the Participants own any securities of any
parent or subsidiary of the Company.
No Participant has any arrangement or understanding with any person: (i)
with respect to any future employment by the Company or its affiliates; (ii)
with respect to any future transactions to which the Company or any of its
affiliates may be a party.
C-1
The following table sets forth all purchases of the Company's common stock
by the Participants since March 1, 2002. There were no sales of common stock
since March 1, 2002.
Name Date of Purchase Number of Shares Price of Shares
-------------------------------------------------------------------------------------------------------------------
Robert Ballance July 9, 2002 9,000 $10.00
Judith Q. Bielan IRA July 9, 2002 988 $10.00
Joseph J. Brogan July 9, 2002 12,000 $10.00
James E. Collins July 9, 2002 19,000 $10.00
Thomas M. Coughlin May 29, 2002 250 $10.00
July 9, 2002 10,600 $10.00
December 13, 2002 162 $13.50
December 23, 2002 300 $13.50
Mark Hogan July 9, 2002 20,000 $10.00
December 27, 2002 200 $16.50
June 25, 2003 300 $14.40
Joseph Lyga July 9, 2002 7,300 $10.00
Donald Mindiak July 9, 2002 25,000 $10.00
Alexander Pasiechnik July 9, 2002 5,000 $10.00
August D. Pellegrini July 9, 2002 10,000 $10.00
C-2
Preliminary Copy
WHITE PROXY CARD
REVOCABLE PROXY
BCB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
_______ __, 2004
The undersigned hereby appoints the official Proxy Committee with full
powers of substitution to act as attorneys and proxies for the undersigned to
vote all shares of common stock of BCB Bancorp, Inc. (the "Company") which the
undersigned is entitled to vote at the Annual Meeting of Shareholders ("Annual
Meeting") to be held at the Chandelier Restaurant, 1081 Broadway, Bayonne, New
Jersey on _______ __, 2004, at 10:00 a.m. Eastern Time. The official Proxy
Committee is authorized to cast all votes to which the undersigned is entitled
as follows:
VOTE
1. The election as directors of FOR WITHHELD ABSTAIN
all nominees listed below
except as marked to the
contrary below). [ ] [ ] [ ]
Robert Ballance
Judith Q. Bielan
Joseph J. Brogan
James E. Collins
Thomas M. Coughlin
Mark D. Hogan
Joseph Lyga
Donald Mindiak
Alexander Pasiechnik
August Pellegrini, Jr.
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the
lines below.
======================================
2. The ratification of the FOR AGAINST ABSTAIN
appointment of Radics & Co.,
LLC as independent auditors [ ] [ ] [ ]
for the Company for the
year ending December 31, 2004.
3. Such other business as may FOR AGAINST ABSTAIN
properly come before the
BCB Bancorp, Inc. Annual Meeting, [ ] [ ] [ ]
or any adjournment or postponement
of the meeting.
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH ANNUAL MEETING, THE PROXY COMMITTEE OF THE BOARD OF DIRECTORS
WILL HAVE THE AUTHORITY TO VOTE 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.
The Annual Meeting may be postponed or adjourned for the purpose of
soliciting additional proxies.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the shareholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Shareholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a notice of the Annual Meeting and a Proxy Statement dated _______
__, 2004.
[ ] Check Box if You Plan
Dated: _________________________ to Attend Annual Meeting
------------------------------- -----------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
------------------------------- -----------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.