Michael J. Widmer
About Michael J. Widmer
Independent director nominee (term expiring 2026) with a 40-year banking career spanning operations leadership and CFO responsibilities. Age 65; first year as director: 2024 (appointed December 4, 2024 after the board expanded and filled new directorships) . Background includes EVP, Head of Operations at Northfield Bank; previously EVP, CFO and Director at Liberty Bancorp, Inc. and Liberty Bank until their 2002 acquisition by Northfield; consultant to BCB since 2020. Education: B.S. in Accounting (Rutgers University) and M.B.A. in Finance (St. John’s University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northfield Bank | Executive Vice President, Head of Operations | Not disclosed (most recent role before consulting) | Senior operations leadership |
| Liberty Bancorp, Inc. / Liberty Bank | Executive Vice President & Chief Financial Officer; Director | Until acquisition by Northfield in 2002 | Finance leadership; board service |
| BCB Bancorp/BCB Community Bank | Consultant (systems and vendor negotiation projects) | Since 2020; paid $221,580 (2023) and $74,900 (2024) | Loan origination systems; data processing contract negotiation; online banking implementation |
External Roles
| Company/Organization | Role | Status/Dates | Notes |
|---|---|---|---|
| Liberty Bancorp, Inc. | Director | Until 2002 acquisition by Northfield | Prior public company board service |
No other current public company directorships disclosed .
Board Governance
- Board role: Director; first year as director 2024; term will expire in 2026 .
- Independence: Not independent under Nasdaq (Board determined Widmer, Blake, Coughlin, Shriner are not independent) .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance Committees as of the Record Date .
- Attendance: Board met 14 times in 2024; directors are expected to attend meetings and annual meeting; except for DiDomenico, each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting of shareholders .
- Executive sessions: Non-management directors meet in executive session periodically .
Fixed Compensation
Program-level non-employee director compensation (2024):
| Component | Amount |
|---|---|
| Annual retainer (Bank) | $25,000 per year |
| Annual retainer (Company) | $10,000 per year |
| Non-Executive Chair | $75,000 per year |
| Committee meeting fees | $300 per meeting; ALCO and Audit Committee $500 per meeting |
Individual (Widmer) 2024 director compensation:
| Year | Fees Earned (Cash) | Stock Awards | Other | Total |
|---|---|---|---|---|
| 2024 | $10,350 | — (none) | — | $10,350 |
Deferred Compensation: Directors may defer Board fees under the 2023 Deferred Plan; hedging/pledging of Company stock by directors is prohibited .
Performance Compensation
- Director equity/option awards: None granted to non-employee directors in 2024 . As of the March 5, 2025 record date, Widmer holds 4,690 unvested restricted shares; no options exercisable within 60 days .
- Executive incentive metrics (governance signal of pay design; not director-specific): Company’s 2024 AIP used objective metrics with defined payout bands.
AIP metrics and weightings (Executives, 2024):
| Metric | Weight of Total Award | Notes |
|---|---|---|
| Pre-Provision Net Revenue (PPNR) | 25% | Defined as net interest income + non-interest income – expenses, excluding provision for loan losses |
| Total Risk-Based Capital Ratio | 25% | Regulatory capital metric |
| Non-Performing Assets / Total Assets | 25% | Asset quality metric |
| Net Interest Margin | 25% | Profitability metric |
AIP payout structure (Executives, 2024):
| Performance Level | Payout vs Target |
|---|---|
| Below Threshold | $0 payout |
| Threshold | 50% of target |
| Target | 100% of target |
| Stretch | 150% of target (cap) |
Other Directorships & Interlocks
| Entity | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Liberty Bancorp, Inc. | Director | Prior director role at a regional bank; later acquired by Northfield, where Widmer served as EVP Head of Operations |
No current interlocks or shared directorships with BCBP competitors/customers/suppliers disclosed for Widmer .
Expertise & Qualifications
- 40-year banking career with senior leadership in operations and finance (EVP–Head of Operations; EVP–CFO; Director) .
- Accounting and finance credentials: B.S. in Accounting (Rutgers); M.B.A. in Finance (St. John’s) .
- Systems and vendor negotiation expertise evidenced by consulting projects (loan origination systems, core data processing contract, online banking) .
Equity Ownership
| As of Record Date (March 5, 2025) | Shares | Unvested RS | Options (exercisable within 60 days) | Ownership % | Pledging/Hedging |
|---|---|---|---|---|---|
| Michael J. Widmer | 4,690 | 4,690 | None | “*” (does not exceed 1%) | Company prohibits hedging and pledging by directors |
Governance Assessment
- Independence/Conflicts: Widmer is designated non-independent under Nasdaq; he received related-party consulting payments ($221,580 in 2023; $74,900 in 2024), creating a perceived conflict and limiting independence on sensitive matters. RED FLAG: paid consulting relationship while serving as director .
- Committee engagement: Not on Audit, Compensation, or Nominating & Corporate Governance Committees as of the Record Date; reduces direct influence on key board oversight levers (financial reporting, pay, nominations) .
- Attendance/Engagement: Board held 14 meetings in 2024; directors are expected to meet attendance thresholds; except for DiDomenico, all directors met at least 75% attendance; Widmer joined late in 2024, with no specific shortfall disclosed .
- Ownership alignment: As of March 5, 2025, Widmer holds 4,690 unvested restricted shares; no options; company prohibits hedging/pledging, supporting alignment. Note: Directors did not receive stock awards in 2024; Widmer’s RS position likely reflects post-year grant timing .
- Board-wide related party environment: Multiple branch leases with entities owned by other directors (Hogan, Bielan, Lyga, Rizzo, Coughlin) at disclosed rents; while reviewed under policy, this environment presents reputational risk for conflicts. RED FLAG: recurring related-party leases at board level .
- Shareholder sentiment: Say-on-Pay approval was 92.7% in 2024, indicating broad support for executive pay design; not specific to directors but relevant to governance climate .
- Compliance: No delinquent Section 16 filings were attributed to Widmer; company reported isolated late filings for other insiders (French, Bielan, Chaudhry) .