Raymond J. Vanaria
About Raymond J. Vanaria
Raymond J. Vanaria, age 65, is an independent director of BCB Bancorp, Inc. (BCBP), first joining the board in 2024; he has been nominated for a term expiring in 2027 and serves as Audit Committee Chair and the Board-designated “Audit Committee Financial Expert.” He is a member of the certified public accounting firm Malesardi, Quackenbush, Swift & Company LLC, which he joined in 1983. The Board determined he is independent under Nasdaq listing standards, and he beneficially owned 5,690 BCBP shares as of March 5, 2025 (less than 1% of shares outstanding).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Bancorp, Inc. and Prudential Bank | Director | Jul 2020 – Jun 2022 | Board service at Philadelphia-based thrift |
| MSB Financial Corp. and Millington Bank | Director | Jan 2016 – Jul 2020 | Board service at NJ-based bank; company later acquired |
| ConnectOne Bancorp, Inc. and ConnectOne Bank | Director | Jul 2014 – Jan 2016 | Board service at Englewood Cliffs, NJ bank |
| Center Bancorp, Inc. and Union Center National Bank | Director | 2007 – Jul 2014 | Board service at Union, NJ bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Malesardi, Quackenbush, Swift & Company LLC | Member (certified public accounting firm) | Since 1983 | Longstanding accounting practice membership |
Board Governance
- Independence: The Board determined all directors except Blake, Coughlin, Shriner, and Widmer are independent; Vanaria is independent. There are no familial relationships among directors or executive officers.
- Committee assignments: Audit Committee Chair; members include Lyga, Hogan, Pulomena (Vice Chair), Vanaria (Chair) and French. The Board designated Vanaria as the SEC-defined Audit Committee Financial Expert. The Audit Committee held eight meetings in FY2024.
- Nominating & Corporate Governance Committee: Members are Bielan (Vice Chair), French (Chair), Hogan, Lyga, Pulomena; Vanaria is not listed as a member. The committee held 12 meetings in FY2024.
- Compensation Committee: Members are DiDomenico (Chair), Hogan, Rizzo (Vice Chair), Bielan, French; Vanaria is not listed as a member. The committee held seven meetings in FY2024.
- Attendance: Board met 14 times in FY2024; except for Mr. DiDomenico, each director attended at least 75% of the total meetings of the Board and committees on which they served (policy expects ≥80% absent mitigating circumstances). All directors attended the 2024 annual meeting.
- Executive sessions: Non-management directors meet in executive session periodically.
- Auditor oversight and fees: The Audit Committee pre-approves audit and permissible non-audit services, with authority delegated to the Chair (up to $100,000) and oversight of Wolf & Company, P.C., which billed $430,378 in total fees for 2024.
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual retainer (Bank) | $25,000 per year | Program-level cash compensation for non-employee directors |
| Annual retainer (Company) | $10,000 per year | Program-level cash compensation |
| Committee meetings | $300 per meeting | ALCO and Audit Committee members receive $500 per meeting |
| Non-Executive Chair | $75,000 per year | Applies to the Board Chair, not Vanaria |
| Year | Fees Earned (Cash) | Stock Awards | Other Compensation | Total | Notes |
|---|---|---|---|---|---|
| 2024 | $25,333 | — | — | $25,333 | Elected July 1, 2024; non-employee directors did not receive equity awards in FY2024 |
Performance Compensation
| Component | FY2024 | Notes |
|---|---|---|
| Non-equity incentive plan comp | — | Not provided to non-employee directors in 2024 |
| Stock awards (RSUs/PSUs) | — | Non-employee directors did not receive restricted stock or options in 2024 |
| Option awards | — | None |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Prudential Bancorp, Inc. | Director | Jul 2020 – Jun 2022 | No disclosed interlocks requiring SEC disclosure |
| MSB Financial Corp. | Director | Jan 2016 – Jul 2020 | — |
| ConnectOne Bancorp, Inc. | Director | Jul 2014 – Jan 2016 | — |
| Center Bancorp, Inc. | Director | 2007 – Jul 2014 | — |
Expertise & Qualifications
- Audit Committee Financial Expert designation per SEC rules; finance and accounting proficiency to oversee reporting integrity and controls.
- Member of a certified public accounting firm since 1983; applied banking board experience across multiple NJ/PA institutions.
- Committee leadership as Audit Chair, including pre-approval authority for non-audit services up to $100,000, and oversight of auditor independence and internal controls.
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 5,690 | Mar 5, 2025 | Less than 1% of outstanding shares |
| Ownership % of outstanding | * | Mar 5, 2025 | Asterisk indicates <1% per proxy; outstanding shares 17,162,627 |
| Unvested restricted stock (director) | — | Dec 31, 2024 | Vanaria held no unvested restricted stock under the Equity Incentive Plan |
| Hedging/pledging | Prohibited | Policy | Company prohibits hedging and pledging by non-employee directors |
Insider Trades
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| 2024-07-31 | Purchase (Form 4) | 1,000 | $12.90 | |
| 2025-02-04 | Award (Form 4) | 4,690 | — |
Note: Beneficial ownership of 5,690 shares as of the record date aligns with reported Form 4 activity through early 2025.
Governance Assessment
- Strengths: Independent director with deep banking and accounting background; Audit Chair and SEC-designated Financial Expert; active committee engagement (Audit met 8x in FY2024); clear auditor fee oversight and pre-approval controls; hedging/pledging prohibition enhances alignment.
- Compensation alignment: Cash-only director pay in 2024 with no equity grants; standard retainers and meeting fees (Audit/ALCO rate higher), minimizing pay-related conflicts and emphasizing governance service.
- Attendance and nomination policy: Board policy expects ≥80% attendance; actual Board met 14 times and most directors met ≥75%; Vanaria joined mid-year and was nominated for a two-year term expiring 2027, indicating Board confidence in engagement.
- Potential conflicts: Vanaria’s membership in an accounting firm is disclosed; the Board’s independence determination cites no transactions or arrangements with independent directors other than standard board compensation and those reviewed under related party policies. No specific related-party transactions involving Vanaria are disclosed.
- Red flags: None disclosed for Vanaria regarding pledging/hedging, delinquent Section 16 filings, or related-party transactions; insider trades include a small open-market purchase consistent with alignment.