James Rizzo
About James Rizzo
James G. Rizzo, age 65, has served as a director of BCB Bancorp, Inc. since 2015; his current term expires at the 2026 annual meeting, and he is classified by the Board as an independent director under Nasdaq standards . He is the Board’s business liaison and has supported branch expansion in Bergen County, with four branches opened over the last six years; he spent 30+ years focused on high-yield bond markets (roles at Drexel Burnham, Guggenheim Partners, Citicorp, Fleet Bank) and retired as a Managing Director at Dahlman Rose, and holds a B.S. in Business Administration from St. Peter’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drexel Burnham | High-yield bond markets professional | Part of 30+ year high-yield career | Expertise in credit and capital markets |
| Guggenheim Partners | Managing Director | Not disclosed | Senior leadership in fixed income |
| Citicorp | Managing Director | Not disclosed | Senior leadership in finance |
| Fleet Bank | Managing Director | Not disclosed | Senior leadership in banking |
| Dahlman Rose & Co. | Managing Director (retired) | Not disclosed | Retired from MD role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| St. Peter’s University | Board of Regents; Advisory Board of Business School | Not disclosed | Higher education governance |
| St. Peter’s Preparatory School | Former Board of Trustees member | Not disclosed | Educational governance |
| Rutherford Planning Board | Member | Not disclosed | Municipal planning |
| Rutherford Economic Development Committee | Member | Not disclosed | Local economic development |
| Rutherford Public Library | Trustee | Not disclosed | Community institution governance |
| Rutherford Library Foundation | Trustee | Not disclosed | Philanthropic oversight |
| St. Dominic’s Academy | Board member | Not disclosed | Educational governance |
Board Governance
- Independence: The Board determined Mr. Rizzo is independent (non-management) under Nasdaq listing standards; non-independent directors are Blake, Coughlin, Shriner, Widmer .
- Attendance: The Board met 14 times in 2024; except for Mr. DiDomenico, each director attended at least 75% of aggregate Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Policy requires periodic executive sessions of non-management directors .
- Committee consultant and interlocks: Compensation Committee engages Meridian Compensation Partners as independent consultant; Committee reports no interlocks or insider participation requiring disclosure .
| Committee | Membership (Rizzo) | Role | 2024 Meetings |
|---|---|---|---|
| Compensation Committee | Member | Vice Chair | 7 |
| Audit Committee | Not a member | — | 8 (committee overall) |
| Nominating & Corporate Governance Committee | Not a member | — | 12 (committee overall) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned, paid in cash (FY2024) | $52,900 | Non-employee director; no stock awards or deferred comp earnings disclosed for Rizzo in 2024 |
Director cash fee program (FY2024):
| Cash Element | Amount | Notes |
|---|---|---|
| Annual retainer (Bank) | $25,000 per year | Approved by Board |
| Annual retainer (Company) | $10,000 per year | Approved by Board |
| Non-Executive Chair | $75,000 per year | Applies to chair, not Rizzo |
| Committee meetings | $300 per meeting | ALCO and Audit members receive $500 per meeting |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock (unvested under Equity Incentive Plan, as of 12/31/2024) | Not disclosed | 4,350 | Not disclosed | Not disclosed | None disclosed for directors in 2024 |
| Unvested restricted stock (beneficial ownership footnote) | Not disclosed | 9,040 | Not disclosed | Not disclosed | Not disclosed |
| Options exercisable within 60 days of 3/5/2025 | Not disclosed | 78,950 | Not disclosed | Not disclosed | Not disclosed |
| Director equity grants (FY2024) | — | — | — | — | Non-employee directors did not receive restricted stock or stock options in 2024 |
| Deferred Compensation (FY2024) | — | — | — | — | Except for Mr. Coughlin, no non-employee director received nonqualified deferred comp earnings in 2024 |
- Policy signals: Company prohibits hedging and pledging of director stock and maintains a director/executive deferred compensation plan (Section 409A compliant) allowing voluntary deferral of fees; matching/discretionary contributions may vest after three years or upon change in control; forfeiture for injurious conduct .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in biography; only non-profit/municipal boards listed |
| Compensation Committee interlocks | None requiring disclosure; no member was an officer/employee or had disclosable transactions/business relationships in FY2024 |
Related Party Transactions
| Entity | Related Directors | Property/Location | Lease Term/Action | Rent per Month | 2024 Payments | 2023 Payments | 2025 Expected |
|---|---|---|---|---|---|---|---|
| 190 Park Avenue, LLC | Mark D. Hogan; James Rizzo | Rutherford, NJ | 10-year lease; renewed April 2024 for 10 years | $8,958 | $117,000 | $105,000 | $109,645 |
| 876 Kinderkamack, LLC | Judith Q. Bielan; Thomas Coughlin; Mark D. Hogan; James Rizzo | River Edge, NJ | 10-year lease (Aug 3, 2018) | $8,240 | $99,000 | $97,000 | $98,880 |
| 734 Ridge Realty, LLC | Judith Q. Bielan; Robert Ballance; Thomas Coughlin; Mark D. Hogan; Joseph Lyga; James Rizzo | Lyndhurst, NJ | 5-year renewal (Apr 2, 2021) | $7,718 | $93,000 | $93,000 | $93,000 |
- Loans and transactions: Other than the noted leases and Mr. Widmer’s consulting, directors/officers and related persons had no transactions >$120,000 (other than loans) in the preceding year; any director/officer loans were made in the ordinary course on market terms without additional risk or unfavorable features .
Expertise & Qualifications
- 30+ years in high-yield bond markets; Managing Director roles across multiple financial institutions; retired MD at Dahlman Rose .
- Real estate management experience; serves as business liaison to the Board; supported Bergen County branch expansion (four branches over last six years) .
- Community and educational governance roles (St. Peter’s University; Rutherford civic institutions) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 213,312 shares | 1.24% of 17,162,627 shares outstanding as of 3/5/2025 |
| Sole voting & dispositive power (direct) | 59,208 shares | Direct holdings |
| IRA holdings (sole voting & dispositive) | 72,054 shares | IRA account |
| Shared voting & dispositive (spouse) | 3,100 shares | Joint holdings |
| Options exercisable within 60 days | 78,950 shares | Included in beneficial ownership |
| Unvested restricted stock (beneficial ownership footnote) | 9,040 shares | No dispositive power |
| Unvested restricted stock (Equity Incentive Plan, 12/31/2024) | 4,350 shares | Plan-specific disclosure |
| Hedging/Pledging | Prohibited by policy | Applies to non-employee directors |
Governance Assessment
- Positives:
- Independent director with capital markets expertise; Vice Chair of Compensation Committee (7 meetings), indicating active involvement in pay governance with independent consultant Meridian and no interlocks/insider participation requiring disclosure .
- Ownership alignment supported by meaningful personal stake (213,312 shares; 1.24%) and options; company prohibits director hedging/pledging; policy infrastructure includes clawback for NEOs, double-trigger CIC, shareholder approval for option repricing, limited perquisites, and no tax gross-ups .
- Board engagement: Board met 14 times in 2024; all directors attended the 2024 annual meeting; directors (except Mr. DiDomenico) attended at least 75% of aggregate meetings; executive sessions policy in place .
- RED FLAGS / Monitoring points:
- Multiple related-party real estate leases with entities co-owned by Mr. Rizzo (and other directors) generate ongoing rent payments (e.g., $117,000 in 2024 to 190 Park Avenue, LLC; renewed for 10 years in April 2024), which present potential conflict-of-interest optics despite disclosure and market-terms assertions .
- Director equity grants were not awarded in 2024; compensation for non-employee directors was predominantly cash fees, which may modestly reduce pay-for-performance alignment for directors, though Mr. Rizzo holds previously granted unvested restricted stock and significant share ownership .
- Attendance threshold policy references 80% minimum for renomination; disclosure cites at least 75% attendance for all directors except Mr. DiDomenico, making exact director-level attendance opaque; continued monitoring advisable .