Michael Shriner
About Michael Shriner
Michael A. Shriner, 60, is President, Chief Executive Officer, and a Director of BCB Bancorp, Inc. and BCB Community Bank, appointed effective January 1, 2024; he holds an AA in Business Administration (University of New Hampshire) and is a Graduate of The National School of Banking (Fairfield University) . In 2024, BCB’s net income declined to $18.6 million (from $29.5 million in 2023), net interest margin fell to 2.55% (2.85% in 2023), and PPNR was $92.0 million; BCB’s TSR index value moved from 112.27 (12/31/2023) to 109.45 (12/31/2024) . Under his tenure, Q3 2025 delivered $4.3 million net income, $0.22 EPS, a 2.88% NIM, and continued asset quality clean-up (non-accrual loans $93.5 million; $12.7 million cannabis-related charge-off referenced as prior quarter item) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MSB Financial Corp. / Millington Bank | President & CEO; prior COO and Director | 2012–(acquired by Kearny Bank; date not disclosed) | Led second-step conversion from MHC to fully public; long-tenured operator (joined Millington Bank in 1987) . |
| Kearny Bank | Market President | Post-acquisition (dates not disclosed) | Transitioned legacy Millington Bank customers post-merger . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BCB Bancorp, Inc. and BCB Community Bank | Director | Since 2024; term to 2027 | Executive director; contributes operating and community banking experience . |
Fixed Compensation
| Element | 2024 | Notes |
|---|---|---|
| Base Salary | $675,000 | Set by employment agreement effective Jan 1, 2024 . |
| Annual Bonus (AIP cash) | $151,921 | Paid at 22.5% of base salary for 2024 performance . |
| All Other Compensation | $33,570 | Life insurance $9,570; car allowance $24,000 . |
| Auto Allowance (policy cap) | Up to $2,000/month | Specified in CEO employment agreement . |
Performance Compensation
- 2024 program design: Annual Incentive Plan (AIP) with 50% weighting on Company financial metrics and 50% on individual qualitative performance; CEO target opportunity = 50% of base salary .
- 2024 Company metrics and weightings: PPNR (25%), Total Risk-Based Capital ratio (25%), Non-Performing Assets/Total Assets (25%), Net Interest Margin (25%) .
| Metric (AIP FY2024) | Weight | Target Definition | Actual vs Target | Payout Contribution |
|---|---|---|---|---|
| Pre-Provision Net Revenue (PPNR) | 25% | Threshold/Target/Stretch (50%/100%/150% of target) | Not disclosed | Included in total payout . |
| Total Risk-Based Capital Ratio | 25% | Threshold/Target/Stretch | Not disclosed | Included in total payout . |
| Non-Performing Assets / Total Assets | 25% | Threshold/Target/Stretch | Not disclosed | Included in total payout . |
| Net Interest Margin | 25% | Threshold/Target/Stretch | Not disclosed | Included in total payout . |
| Individual Qualitative Goals | 50% | Committee assessment | Not disclosed | Included in total payout . |
| Total AIP Outcome (CEO) | — | Target 50% of base | Actual $151,921 (22.5% of base) | $151,921 . |
Long-Term Incentives (LTI):
- Equity plans (2018 and 2023) permit options, RSUs, PSUs; however, no 2024 equity award was granted to the CEO, and he had no outstanding unvested awards at year-end 2024 .
Clawback and risk policies:
- Clawback policy for restatements (recoup excess incentive or equity compensation) .
- Hedging and pledging of Company stock prohibited for employees and directors .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 33,500 common shares (sole voting/dispositive power) . |
| Ownership as % of outstanding | <1% of 17,162,627 shares outstanding as of 3/5/2025 . |
| Vested vs. unvested | No unvested RSUs/stock awards for CEO as of 12/31/2024 . |
| Options | None exercisable or unexercisable for CEO . |
| Pledging/Hedging | Prohibited by policy (reduces alignment risk) . |
Implication: With no unvested equity or options and a modest absolute shareholding, near-term insider selling pressure tied to vesting appears limited; alignment is driven more by role continuity and cash/qualitative incentives than by large, time-vested equity .
Employment Terms
| Term | Key economics / provisions |
|---|---|
| Role/Term | President & CEO of the Company and Bank; three-year term through Dec 31, 2026 . |
| Base salary | $675,000, subject to annual review . |
| Incentives | Eligible for annual AIP and long-term equity at Company discretion . |
| Severance (no CoC) | Lump-sum $675,000 if involuntarily terminated without cause, prior to CoC . |
| Change-in-control (double trigger) | Within 1 year post-CoC: 1.5x (salary at CoC + most recent year’s bonus), Section 280G cutback applies . |
| Non-compete / Non-solicit | 1 year post-separation; 25-mile radius; restrictions on soliciting employees/customers . |
| Clawback | Restatement-based recovery policy . |
| Hedging/Pledging | Prohibited . |
| Tax gross-ups | No excise tax gross-ups under Sections 280G/4999; Company retains flexibility under 162(m) . |
| Deferred compensation | 2023 Deferred Plan exists; none of the NEOs (including CEO) currently participate . |
Board Governance
- Board role: Executive Director since 2024; current term expires in 2027 .
- Independence: Not independent (as CEO); Board identifies independent directors excluding Shriner and other executives .
- Leadership structure: Separate Chair (Mark D. Hogan) and CEO roles, which mitigates dual-role concentration risk .
- Committee roles: CEO not listed as member on Audit, Compensation, or Nominating & Corporate Governance Committees (supports committee independence) .
- Attendance: The Board met 14 times in 2024; except for Mr. DiDomenico, each director attended at least 75% of aggregate Board and committee meetings (implies Shriner ≥75%) .
- Director pay: Non-employee director pay comprises cash retainers and fees; as an employee director, Shriner does not receive separate director retainers (no board retainer shown in his All Other Compensation) .
Performance & Track Record
Annual performance snapshot
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($ millions) | 29.5 | 18.6 |
| Net Interest Margin (%) | 2.85 | 2.55 |
| PPNR ($ thousands) | 104,062 | 92,021 |
TSR snapshot (value of initial fixed $100 investment)
| Index | 12/31/2023 | 12/31/2024 |
|---|---|---|
| BCB Bancorp, Inc. | 112.27 | 109.45 |
Q3 2025 operating update (tenure context)
| Item | Q3 2025 |
|---|---|
| Net income | $4.3 million |
| Diluted EPS | $0.22 |
| Quarterly dividend | $0.16 per share |
| Net interest margin | 2.88% (vs. 2.80% in Q2’25; 2.58% in Q3’24) |
| Non-accrual loans | $93.5 million (vs. $101.8 million at Q2’25; $35.3 million at Q3’24) |
| Provision for credit losses | $4.1 million |
| Commentary | Elevated charge-offs included a previously disclosed $12.7 million cannabis-related relationship (established reserve charge-off timing referenced) . |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 92.7% of votes cast supported NEO compensation; Company emphasized objective AIP metrics and double-trigger CoC provisions .
- 2025 agenda continues annual advisory vote cadence .
Compensation Committee & Peer Benchmarking
- Committee composition (all independent): DiDomenico (Chair), Hogan, Rizzo (Vice Chair), Bielan, French; 7 meetings in 2024; engaged Meridian as independent consultant; no interlocks .
- Peer group used for benchmarking: banks in the Northeast/Mid-Atlantic with ~$2.3–$8.2B in assets (e.g., Bankwell Financial, CNB Financial, Enterprise Bancorp, HarborOne, Mid Penn, Northfield, Univest, Washington Trust, etc.) .
- No fixed percentile targeting; structure emphasizes pay-for-performance and risk balancing .
Related Party Transactions (context)
- The Company discloses certain real estate leases and consulting services involving other directors; aside from those disclosed items, no directors or executive officers engaged in >$120,000 related party transactions in the prior year, and insider loans follow banking regulations .
Employment Terms (Severance & CoC Economics) — Summary Table
| Scenario | Cash Severance | Benefits/Equity | Notes |
|---|---|---|---|
| Involuntary Termination (no CoC) | $675,000 | — | Lump-sum; per agreement . |
| Termination without cause or Good Reason within 1 year post-CoC (double-trigger) | 1.5x (salary at CoC + most recent bonus) | Equity vests on CoC; 280G cutback applies | Lump-sum; no excise tax gross-up . |
Expert Qualifications and Career Trajectory
- 35-year banking veteran with multi-decade operating roles at Millington Bank/MSB Financial; led second-step conversion and post-merger transition at Kearny Bank; educational background oriented to banking operations and administration .
Investment Implications
- Pay-for-performance alignment: 2024 CEO payout was 22.5% of base versus a 50% target, consistent with lower profitability and NIM compression; adoption of double-trigger CoC and a restatement-based clawback strengthen governance .
- Near-term selling pressure: Absence of unvested CEO equity and options minimizes mechanical vest-driven selling; hedging/pledging prohibitions reduce misalignment risk .
- Retention and CoC economics: Term through 2026, single-trigger removed, and moderate CoC multiple (1.5x salary+bonus) suggest balanced retention incentives without excessive golden parachute risk; Section 280G cuts limit shareholder dilution in a sale .
- Execution risk: Asset quality normalization is ongoing (non-accruals and charge-offs); however, NIM improved sequentially in Q3’25 and capital/liquidity commentary was constructive; watch credit trends versus AIP metrics (PPNR, NIM, NPAs, capital) as guides to bonus outcomes and potential trading reactions around earnings .
- Governance: Separate Chair/CEO structure, independent committees, and high Say-on-Pay support (92.7%) reduce dual-role and independence concerns despite CEO board service .