Jawad Chaudhry
About Jawad Chaudhry
Jawad Chaudhry, CFA, is Executive Vice President and Chief Financial Officer of BCB Bancorp, Inc. and BCB Community Bank. He is 43 and brings extensive regional banking and Wall Street experience; prior roles include EVP leading FP&A, Corporate Finance & Strategy at Investors Bank (NJ, ~$28B assets) and FIG investment banking at Lehman Brothers, Barclays Capital, and Jefferies . He was appointed CFO effective September 26, 2022 and holds a Summa Cum Laude B.A. in Mathematics & Economics (Finance concentration) from Franklin & Marshall College, plus the CFA charter; he has served on the Morris County Chamber of Commerce Board and Investment Committee . Pay-versus-performance disclosure shows 2024 net income of $18.6 million and PPNR of $92.0 million, with Company TSR index value of 109 at year-end 2024 versus 112 in 2023 and 149 in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investors Bank (NJ) | EVP & Head of FP&A, Corporate Finance & Strategy | 2015–2022 | Led M&A, strategic planning, budgeting/forecasting, stress testing, capital planning, CECL, profitability reporting |
| Lehman Brothers; Barclays Capital; Jefferies | FIG Investment Banking | Prior to 2015 | Corporate finance and advisory across depositories and financials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Morris County Chamber of Commerce | Board member; Investment Committee member | N/D | Community leadership; governance of investment oversight |
Fixed Compensation
Multi-year compensation history (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $70,000 | $350,000 | $425,000 |
| Bonus ($) | $100,000 | $70,000 | $86,088 |
| Restricted Stock Awards ($) | — | — | $472,000 |
| All Other Compensation ($) | — | $4,177 | $29,440 |
| Total ($) | $170,000 | $424,177 | $1,012,528 |
Key fixed pay actions:
- Base salary increased from $350,000 (2023) to $425,000 (2024), +21.4% .
- Perquisites/benefits detail (2024): 401(k) contribution $12,800, life insurance $1,140, car allowance $15,500; total $29,440 .
Performance Compensation
Annual Incentive Plan (AIP) design and CFO opportunity:
- CFO target cash incentive: 45% of base salary; threshold 50% of target, stretch 150% of target; straight-line interpolation; Company metrics (50% weighting) and individual qualitative (50%) .
- 2024 Company metrics and weighting: PPNR (25%), Total Risk-Based Capital ratio (25%), Nonperforming Assets as % of Total Assets (25%), Net Interest Margin (25%) .
- 2024 payout: CFO base $425,000; target payout $191,250 (45%); actual payout $86,088 (20.3% of base) .
| Metric | Weighting | Target | Actual | Payout Formula | 2024 Payout Impact |
|---|---|---|---|---|---|
| PPNR | 25% | Not disclosed | Not disclosed | Threshold 50%; Target 100%; Stretch 150%; interpolated | Included in Company metrics (aggregate 50%) |
| Total Risk-Based Capital Ratio | 25% | Not disclosed | Not disclosed | Same as above | Included |
| NPA / Total Assets | 25% | Not disclosed | Not disclosed | Same as above | Included |
| Net Interest Margin | 25% | Not disclosed | Not disclosed | Same as above | Included |
| Individual qualitative goals | 50% | Not applicable | Committee assessed | Discretion within defined framework | Included |
| CFO outcome | — | $191,250 (target) | $86,088 | 20.3% of base | $86,088 |
Long-term equity awards (2018 Plan and 2023 Plan):
- Grants on April 25, 2024: 30,000 restricted shares (vest 50% per year over 2 years) and 20,000 restricted shares (vest 33.3% per year over 3 years); grant-date fair values $283,200 and $188,800, respectively .
- Outstanding unvested restricted stock at 12/31/2024: 50,000 shares; market value $592,000 at $11.84 per share .
| Grant Date | Instrument | Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 04/25/2024 | Restricted Stock | 30,000 | 50% per year (2 years) | $283,200 |
| 04/25/2024 | Restricted Stock | 20,000 | 33.3% per year (3 years) | $188,800 |
Equity Ownership & Alignment
- Beneficial ownership: 52,500 shares; includes 50,000 unvested restricted shares (sole voting power on unvested; no dispositive power); less than 1% of outstanding shares .
- Hedging and pledging: Prohibited for employees and directors (no short sales, derivatives, collars, margin accounts, or pledging) .
- Outstanding equity awards (as of 12/31/2024):
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested Stock | Market Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | — | — | — | — | — | — |
| Restricted Stock | — | — | — | — | 50,000 | $592,000 |
Employment Terms
Employment agreement (dated October 11, 2022; current term through October 11, 2025 with auto-renew; CFO since September 26, 2022) :
- Base salary: $425,000 (subject to review) .
- Discretionary annual performance bonus: up to 50% of base salary .
- Severance (pre-change-in-control): lump sum equal to base salary through remaining term; welfare benefits continuation under specified conditions .
- Change-in-control (double-trigger within 24 months): lump sum equal to 3x base salary at CIC plus highest bonus in prior 3 years; welfare benefits continuation; subject to 280G/4999 excise tax cut-back .
- Post-separation covenants: one-year non-solicitation of employees and customers (no non-compete disclosed) .
- Clawback: Excess incentive compensation subject to recoupment upon accounting restatement per policy .
- Insider trading policy: Company-wide prohibitions; policy designed for compliance with laws and Nasdaq standards .
Potential payments illustration (as of 12/31/2024):
| Scenario | Severance ($) | Welfare Benefit Continuation ($ PV) | Accelerated Equity ($) | 280G Cut-Back ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination Without Cause (pre-CIC) | $310,733 | $68,178 | — | — | $378,911 |
| Post-CIC Involuntary Termination Without Cause | $1,375,000 | $68,178 | $150,032 | ($330,493) | $1,262,717 |
| Post-CIC Voluntary Termination for Good Reason | $1,375,000 | $68,178 | $150,032 | ($330,493) | $1,262,717 |
Governance, Peer Benchmarking, and Say-on-Pay
- Compensation Committee: Independent directors; members include Vincent DiDomenico (Chair), Mark D. Hogan, James Rizzo (Vice Chair), Judith Bielan, Tara French; seven meetings in FY 2024; engages independent consultant Meridian Compensation Partners .
- Peer group (used for benchmarking): Northeast/Mid-Atlantic institutions, $2.3B–$8.2B assets—Bankwell Financial, CNB Financial, Enterprise Bancorp, Financial Institutions, First Bank, Greene County Bancorp, HarborOne Bancorp, Hanover Bancorp, Mid Penn Bancorp, Northfield Bancorp, Orrstown Financial, Peapack-Gladstone, Peoples Financial Services, Princeton Bancorp, Unity Bancorp, Univest Financial, Washington Trust Bancorp .
- Say-on-Pay 2024: 92.7% approval of votes cast (considered high approval) .
- Hedging/pledging prohibition applicable to directors and employees .
- Clawback policy applicable to Section 16 officers, including CFO .
Pay vs Performance and Company Outcomes
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($ Millions) | $34.240 | $45.579 | $29.483 | $18.623 |
| PPNR ($) | $97,393 | $113,945 | $104,062 | $92,021 |
| Company TSR Index (Initial $100) | 124 | 149 | 112 | 109 |
| Peer Group TSR Index (S&P U.S. BMI Banks) | 119 | 98 | 107 | 144 |
Context for 2024 AIP metrics:
- Net interest margin (NIM) was 2.55% for 2024 vs. 2.85% for 2023, reflecting higher funding costs; non-interest expense declined $3.5 million YoY; nonperforming metrics and capital ratio targets were components of the AIP .
Compensation Structure Analysis
- Increased guaranteed cash: CFO base salary rose 21.4% in 2024, indicating market alignment and role scope expansion .
- Shift to equity incentives: 2024 introduced significant restricted stock awards (50,000 shares total) with multi-year vesting, reinforcing retention and shareholder alignment; no options granted to CFO .
- Pay for performance: AIP tied to objective metrics and qualitative goals; actual CFO payout was ~20% of base, below target, consistent with softer 2024 performance (NIM compression, net income decline) .
- Governance protections: Double-trigger CIC across NEOs, clawback policy, prohibition on hedging/pledging; no tax gross-ups .
Equity Ownership & Alignment Details
| Ownership Aspect | Detail |
|---|---|
| Total beneficial shares | 52,500; includes 50,000 unvested restricted stock; “*” less than 1% of outstanding |
| Vested vs. unvested | Unvested RS: 50,000; remaining shares vested/common |
| Pledging/Hedging | Prohibited |
| Ownership guidelines | Not disclosed |
Employment & Contracts (Additional)
- Agreement term/renewal: Current term through October 11, 2025; auto-renewal unless notice ≥90 days prior to expiration .
- Benefits participation: Eligible for Bank-provided life, medical, dental, disability coverage and reimbursement of business expenses .
- Deferred compensation plan: 2023 Deferred Plan exists; NEOs may elect to defer compensation; currently, none of the NEOs participate .
Risk Indicators & Red Flags
- Related party transactions: Multiple director-affiliated branch leases disclosed; none specifically involving CFO; consulting payments to Director Widmer noted .
- Section 16 compliance: One late Form 4 for Mr. Chaudhry reporting two transactions; otherwise timely filings reported .
- Hedging/pledging prohibitions mitigate alignment risks; clawback policy addresses restatement risk .
Investment Implications
- Increasing equity alignment and retention: The 2024 restricted stock grants with 2- and 3-year vesting create scheduled vesting events that can modestly increase insider selling pressure around anniversaries, but hedging/pledging prohibitions and clawback policy mitigate misalignment risks .
- Pay-for-performance discipline: CFO’s below-target AIP payout in 2024 reflects performance sensitivity of incentives amid NIM compression and lower net income; continued use of objective metrics (PPNR, capital ratio, NPA/Assets, NIM) supports alignment with bank health and profitability .
- Change-in-control economics: CFO’s double-trigger CIC payout at 3x salary plus highest bonus, subject to 280G cut-back, is market-typical; it secures retention but could be dilutive in a takeout scenario; actual modeled post-CIC total of ~$1.26 million (as of 12/31/2024) provides clarity on transaction contingencies .
- Ownership scale: CFO beneficially owns 52,500 shares (<1%); while not a large stake, multi-year RSU vesting builds incremental alignment; absence of pledging and hedging is a positive governance signal .
- Peer benchmarking and shareholder support: Use of Meridian and a broad regional peer set, combined with a 92.7% say-on-pay approval, indicates investor acceptance of program design despite 2024 earnings headwinds .