Joseph Lyga
About Joseph Lyga
Independent Director of BCB Bancorp, Inc. since 2000; age 65; IT/security specialist with nearly four decades as a self‑employed contractor/consultant focused on computer technology, cybersecurity, and network/systems design. Education includes coursework at Jersey City State College and the Chubb Institute (programming, technical support, network design), plus certifications (Cybersecurity, Network+, Security+, IT Security, Cisco) and a 2023 Harvard certificate in “Cybersecurity: Managing Risk.” His tenure and technical background position him to contribute to board‑level risk oversight and cyber governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BCB Bancorp, Inc. | Independent Director | Director since 2000 | Member, Audit Committee; Member, Nominating & Corporate Governance Committee |
| Self‑employed (IT/Technology) | Contractor/Consultant specializing in computer technology, security, network and systems design | ~40 years | Provides cybersecurity and IT risk insights to board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various clubs and civic organizations | Member/participant | Not disclosed | Community engagement noted; specific entities not listed |
Board Governance
- Independence: The board determined Lyga is independent under Nasdaq standards (non‑management; no material related arrangements other than disclosed related‑party leases) .
- Committee assignments:
- Audit Committee: Member; the committee met 8 times in 2024; Chair is Raymond J. Vanaria; Vice Chair John Pulomena .
- Nominating & Corporate Governance Committee: Member; chaired by Tara L. French; 12 meetings in 2024 .
- Attendance:
- 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 .
- Leadership and risk oversight:
- Separate Chair/CEO roles; board oversees enterprise risks via ALCO‑ERM structure (full board), with cybersecurity oversight aligned to NIST CSF 2.0 and FDIC expectations, vendor due diligence, tabletop exercises, and CIO briefings .
Fixed Compensation
| Component | Amount/Policy | Period/Notes |
|---|---|---|
| Director cash fees earned (Lyga) | $59,300 | Fiscal year 2024 total fees |
| Annual retainer (Bank) | $25,000 per year | All non‑employee directors |
| Annual retainer (Company) | $10,000 per year | All non‑employee directors |
| Committee meeting fee | $300 per meeting | Standard committee meetings |
| ALCO & Audit meeting fee | $500 per meeting | Higher rate for ALCO/Audit |
| Deferred compensation availability | Eligible to defer director fees under 2023 Deferred Plan (nonqualified; Section 409A compliant; optional matching/discretionary contributions vest after 3 years; change‑in‑control full vest; “rabbi trust” may be used) | Plan originally effective 2005; amended/restated Jan 1, 2023 |
Performance Compensation
| Equity Component | Status/Detail | Period/Notes |
|---|---|---|
| Equity awards to directors in 2024 | None | No restricted stock or option awards to non‑employee directors in fiscal 2024 |
| Unvested restricted stock (directors) | 4,350 shares each (including Lyga) as of Dec 31, 2024 | Legacy grants under Equity Incentive Plan |
| Unvested restricted stock (Lyga) | 9,040 shares as of Mar 5, 2025 (Record Date) | Beneficial ownership disclosure |
| Options (Lyga) | 70,550 options exercisable within 60 days of Record Date | Beneficial ownership disclosure |
| Hedging/pledging policy | Prohibited for employees and non‑employee directors | No short sales, derivative hedges, or pledging/margining of BCB stock |
No performance metrics are tied to non‑employee director compensation. The company’s AIP metrics (PPNR, Total Risk‑Based Capital Ratio, Non‑Performing Assets/Total Assets, Net Interest Margin) apply to named executive officers, not directors .
Other Directorships & Interlocks
| Entity | Relationship | Exposure/Payments | Notes |
|---|---|---|---|
| New Bay, LLC | Lessor of bank property; LLC owned by certain directors incl. Lyga | $165,000 rent paid in 2024; lease renegotiated to 25‑year term in 2006; 2025 expected $165,000 | Related‑party occupancy expense; rent adjusted every 5 years at FMV |
| 734 Ridge Realty, LLC | Lessor of Lyndhurst, NJ property; owned by certain directors incl. Lyga | $93,000 rent paid in 2024; renewed Apr 2, 2021 for 5 years; 2025 expected $93,000 | Related‑party occupancy expense |
Expertise & Qualifications
- Technical/cybersecurity: Certifications in Cybersecurity, Network+, Security+, IT Security, Cisco; Harvard (2023) Cybersecurity: Managing Risk certificate .
- IT/operations: Long‑tenured experience in computer technology, security, and network/system design .
- Governance relevance: Contributes to board oversight of technology and cyber risk; participates on Audit and Nominating & Corporate Governance committees .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Joseph Lyga | 258,041 shares | 1.50% (of 17,162,627 shares) | Sole voting/dispositive power over 181,743; 70,550 options exercisable within 60 days; 9,040 unvested restricted shares; shared voting/dispositive power over 2,640 (spouse) and 3,108 (child) |
Governance Assessment
-
Strengths
- Independence and active committee service on Audit and Nominating & Corporate Governance; board separates Chair/CEO and demonstrates structured ERM and cyber oversight aligned to NIST CSF 2.0 with CIO briefings and TTXs .
- Attendance appears solid (company disclosed ≥75% for all directors except Mr. DiDomenico) and full annual‑meeting attendance; executive sessions policy in place .
- Robust governance policies: clawback for Section 16 officers; prohibition on hedging/pledging; annual peer benchmarking via Meridian; use of independent compensation consultant; no tax gross‑ups; shareholder‑friendly changes (double‑trigger for executive severance) .
- Say‑on‑pay support of ~92.7% in 2024 indicates investor confidence in compensation governance .
-
Alignment
- Meaningful personal stake (1.50% ownership), with options and legacy restricted stock; director fees modest; no equity grants to directors in 2024 (limits pay inflation risk) .
-
Risks and Potential Conflicts
- Related‑party real estate leases where LLCs with director ownership (including Lyga) receive rent from the bank; while disclosed and governed by board policies, this is a recurring conflict‑sensitive area requiring continued scrutiny of terms and FMV adjustments .
- Concentration of director lessor relationships across multiple properties increases perceived conflict exposure in occupancy expense profile .
-
Oversight Notes
- Audit Committee met 8 times; Nominating & Corporate Governance met 12 times in 2024; continued emphasis on board effectiveness monitoring is positive .
- No delinquent Section 16 reports disclosed for Lyga (late filings noted for Ms. French, Ms. Bielan, Mr. Chaudhry), supporting compliance posture .
RED FLAGS
- Related‑party leases involving LLCs with director ownership (e.g., New Bay, LLC; 734 Ridge Realty, LLC) create ongoing conflict optics despite policy controls and disclosures .
Monitoring Items for Investors
- Periodic review of lease renewals/repricings and benchmarking to ensure FMV and arm’s‑length terms per policy .
- Continuation of strong attendance compliance with the board’s ≥80% guideline and committee workloads .
- Maintenance of cyber oversight cadence (NIST CSF alignment, vendor due diligence) given Lyga’s cyber expertise and evolving threat landscape .