Mark D. Hogan
About Mark D. Hogan
Chairman of the Board of BCB Bancorp since 2003; Director since the Company’s inception (first year as director: 2000). Age 59; active CPA; B.S. in Finance from Pace University. Prior founder/operator of Hogan and Associates, LLC (CPA practice ~3 decades) and Hogan Financial Advisors, Inc. (wealth management ~25+ years); currently manages family real estate portfolio.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BCB Bancorp, Inc. | Chairman of the Board | Chairman since 2003; Director since 2000 | Board leadership separate from CEO, enhances independent risk oversight |
| Hogan and Associates, LLC | Founder/Principal (CPA practice) | Operated “almost three decades”; retired | Led accounting practice; financial oversight expertise |
| Hogan Financial Advisors, Inc. | Founder/Principal (wealth management) | Operated “over 25 years”; retired | Capital markets/investment alignment experience |
| Family Real Estate Portfolio | Manager | Current | Real estate operations oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Peter’s Preparatory School | Board of Trustees | Not disclosed | Chairman of Finance Committee |
| Count Basie Center for the Arts | Board of Trustees | Not disclosed | Executive Committee; Chairman of Finance Committee |
| St. Ann’s Home for the Aged Corp. | Board of Trustees | Not disclosed | Governance/community involvement |
Board Governance
- Independence: Board determined Mr. Hogan is independent under Nasdaq standards (exceptions were Blake, Coughlin, Shriner, Widmer).
- Leadership: Chair/CEO roles are separated; Hogan serves as non-executive Chair.
- Committee memberships and activity (2024):
- Audit Committee: Member; 8 meetings; Mr. Vanaria designated “Audit Committee Financial Expert.”
- Compensation Committee: Member; 7 meetings; independent consultant Meridian retained; no interlocks.
- Nominating & Corporate Governance Committee: Member; 12 meetings; oversight of board effectiveness and succession.
- Attendance: Board met 14 times in 2024; policy requires ≥80% attendance; all directors attended the 2024 annual meeting; all but Mr. DiDomenico attended ≥75% of Board/committee meetings.
- Executive sessions: Non-management directors meet in executive session periodically.
- Risk oversight: Full Board serves as ALCO-ERM; oversight across credit, liquidity, compliance, operations and cybersecurity (aligned to NIST CSF 2.0).
Fixed Compensation
Director Compensation Program (FY2024):
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Bank) | $25,000 | Per non-employee director |
| Annual retainer (Company) | $10,000 | Per non-employee director |
| Non-Executive Chair retainer | $75,000 | Additional for Chair (Hogan) |
| Committee meeting fees | $300 per meeting | Standard committees |
| ALCO and Audit Committee fees | $500 per meeting | Higher fee for ALCO/Audit |
| Equity awards to non-employee directors (2024) | None | No new restricted stock or options granted in 2024 |
Hogan FY2024 Compensation Summary:
| Metric | Amount |
|---|---|
| Fees Earned (Cash) | $153,886 |
| Perquisites | $17,786 club membership included in total above |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based Director Compensation | None disclosed for non-employee directors in 2024 (no equity grants; meeting fees are fixed-rate). |
Other Directorships & Interlocks
- Other public company directorships: None disclosed in the 2025 proxy.
- Related-party exposures (leases with entities owned by Hogan and other directors):
Counterparty Relationship 2024 Payments 2025 Expected Terms New Bay, LLC Owned by Hogan, Coughlin, Lyga, Bielan $165,000 $165,000 25-year lease (renegotiated 2006); rent resets every 5 years 190 Park Avenue, LLC Owned by Hogan, Rizzo $117,000 $109,645 10-year lease (2014); renewed April 2024 for 10 years 876 Kinderkamack, LLC Owned by Bielan, Coughlin, Hogan, Rizzo $99,000 $98,880 10-year lease (2018) 734 Ridge Realty, LLC Owned by Bielan, Ballance, Coughlin, Hogan, Lyga, Rizzo $93,000 $93,000 5-year renewal (2021) - Policy: All related-party transactions reviewed/approved by Board; must be on no-less-favorable terms; insider lending governed by FDIC/Federal Reserve rules.
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Financial expertise (CPA) | Active CPA license; decades in accounting and wealth management. |
| Banking/Board governance | Long-tenured independent Chair; broad committee service. |
| Education | B.S. Finance, Pace University (NYC). |
| Community/Non-profit finance leadership | Finance Committee Chair roles at St. Peter’s Prep and Count Basie. |
Equity Ownership
| Measure | Amount/Detail |
|---|---|
| Total beneficial ownership | 772,030 shares (4.50% of outstanding as of 3/5/2025). |
| Options exercisable ≤60 days | 70,550 shares (included in beneficial ownership). |
| Unvested restricted stock | 9,040 shares as of 3/5/2025; 4,350 unvested as of 12/31/2024 (reflecting different measurement dates). |
| IRA holdings | 88,352 shares. |
| Shared with children | 1,988 shares. |
| Hedging/pledging | Prohibited for directors and employees (no collars/margin/pledges). |
| Section 16 filings (2024) | Company noted late filings for French, Bielan, Chaudhry; no late filing disclosed for Hogan. |
Compensation Peer Group (Benchmarking Signal)
BCBP uses a Northeast/Mid-Atlantic regional bank peer group (assets $2.3B–$8.2B) for executive pay and also to assess non-employee director compensation; Meridian Compensation Partners provides independent advice.
| Peer Banks (abbrev. list) | |
|---|---|
| Bankwell Financial Group; CNB Financial; Enterprise Bancorp; Financial Institutions, Inc.; 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 |
Governance Assessment
- Independence and leadership: Hogan is an independent, non-executive Chair with long tenure; Board maintains separated Chair/CEO structure, supporting independent oversight and risk management.
- Committee breadth: Active member of Audit, Compensation, and Nominating & Corporate Governance; committees met 8, 7, and 12 times respectively in 2024, indicating meaningful engagement cadence.
- Ownership alignment: Material stake (4.50%) plus exercisable options and unvested shares aligns interests with shareholders; hedging and pledging prohibited.
- Shareholder signals: 2024 Say‑on‑Pay approval ~92.7%, supportive of compensation governance; Compensation Committee uses independent consultant and no interlocks disclosed.
- RED FLAGS – related‑party transactions: Multiple branch/property leases with entities owned by Hogan and other directors (annual rents ranging ~$93k–$165k per site; renewals in 2021/2014/2018/2024). While Board affirms independence and enforces review/approval standards, these ongoing arrangements can raise perceived conflict-of-interest concerns and warrant continued scrutiny by investors.
- Attendance/engagement: Board met 14 times; all directors attended the 2024 annual meeting; policy enforces ≥80% attendance—strong structural expectation though individual attendance rates for Hogan not separately disclosed.
Overall, Hogan’s deep financial background and substantial ownership are positives for board effectiveness and alignment; however, the breadth and longevity of related‑party leases involving entities he co‑owns represent governance risk that investors should monitor alongside committee oversight quality and continued transparency.