Ryan Blake
Executive Vice President, Chief Operating Officer and Corporate Secretary at BCB BANCORP
Executive
Board
About Ryan Blake
Ryan Blake is Executive Vice President, Chief Operating Officer, Corporate Secretary, and a Director at BCB Bancorp, Inc. He has been with the company since 2008 and in his current role since 2021; he joined the Board in 2023 and his term expires in 2026. He is 34 years old and holds degrees in Finance and Economics from Kean University, an MBA from Rutgers University, and is a graduate of the ABA Stonier Graduate School of Banking at Wharton. Recent company performance disclosed in the proxy shows net income declined 36.8% to $18.6 million in 2024 and net interest margin fell to 2.55% from 2.85%, framing the operating backdrop for executive pay decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BCB Bancorp, Inc. | Executive Vice President & COO | 2021–present | Operations leadership and corporate secretary duties supporting governance and execution |
| BCB Bancorp, Inc. | Vice President & Controller | Pre-2021 (not specifically dated) | Financial controls, reporting foundation for later operational leadership |
| BCB Bancorp, Inc. | Various roles since joining | 2008–present | Progressive responsibilities culminating in senior leadership and board role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bayonne Public Library | Trustee | Not disclosed | Community governance and stakeholder engagement |
| City of Bayonne Zoning Board | Commissioner | Not disclosed | Municipal oversight and regulatory experience |
| Rotary International (chapter) | Vice President | Not disclosed | Community leadership, network building |
| New Jersey Pride Chamber of Commerce | Director (former) | Not disclosed | Business community ties and diversity advocacy |
Fixed Compensation
Multi-year compensation as reported in the Summary Compensation Table:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | $400,000 |
| Bonus ($) | $125,000 | — | $81,024 |
| Restricted Stock Awards ($) | $342,190 | $298,731 | — |
| All Other Compensation ($) | $35,027 | $46,630 | $32,242 |
| Total ($) | $902,217 | $745,361 | $513,266 |
All Other Compensation breakdown:
| Category | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Employer Contributions to 401(k) ($) | $9,150 | $9,900 | $10,350 |
| Life Insurance ($) | $1,877 | $2,730 | $1,392 |
| Board Retainer ($) | — | $10,000 | — |
| Car Allowance ($) | $24,000 | $24,000 | $20,500 |
| Total All Other ($) | $35,027 | $46,630 | $32,242 |
Target bonus parameters for FY 2024 (AIP plan-based awards):
| Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|
| $45,000 | $180,000 (≈45% of $400,000 base) | $225,000 |
Performance Compensation
Annual Incentive Plan (AIP) structure and outcomes:
- Company metrics and weighting (FY 2024): Pre-Provision Net Revenue, Total Risk-Based Capital Ratio, Non-Performing Assets/Total Loans, Net Interest Margin — each at 25% of the total; individual qualitative goals at 50% of total award .
- Actual FY 2024 cash AIP payout to Blake: $81,024 .
AIP metrics table:
| Metric | Weighting | Target | Actual | Payout (Cash) | Vesting |
|---|---|---|---|---|---|
| Pre-Provision Net Revenue | 25% | Not disclosed | Not disclosed | Included in $81,024 | N/A (cash) |
| Total Risk-Based Capital Ratio | 25% | Not disclosed | Not disclosed | Included in $81,024 | N/A (cash) |
| Non-Performing Assets/Total Loans | 25% | Not disclosed | Not disclosed | Included in $81,024 | N/A (cash) |
| Net Interest Margin | 25% | Not disclosed | Not disclosed | Included in $81,024 | N/A (cash) |
| Individual qualitative goals | 50% | Not disclosed | Not disclosed | Included in $81,024 | N/A (cash) |
Stock vesting events:
| Award | Grant Date | Shares Vested | Vest Date | Value Realized |
|---|---|---|---|---|
| Restricted Stock | 06/30/2023 | 25,252 | 06/30–07/01/2024 | $260,601 (at $10.32 on 07/01/2024) |
Equity Ownership & Alignment
Beneficial ownership and equity position:
- Beneficially owned shares: 49,924 as of March 5, 2025; under 1% of the 17,162,627 shares outstanding (≈0.29% calculated) .
- Footnote detail: Sole voting/dispositive power over 39,362 shares, including 1,640 shares underlying options exercisable within 60 days; plus 6,022 shares in a 401(k) account .
- Hedging and pledging: Prohibited for employees and non-employee directors under company policy (no hedging, margin, or pledging) .
Outstanding equity awards (as of 12/31/2024):
| Security | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Stock Options | 1,230 | 820 | $13.68 | 04/26/2031 | 20% per year starting 04/26/2021 |
| RSUs/Restricted Stock | — | — | N/A | N/A | None outstanding for Blake |
Option exercises and stock vesting (FY 2024):
| Metric | Blake |
|---|---|
| Option Shares Acquired on Exercise | — |
| Value Realized on Exercise | — |
| Shares Acquired on Vesting | 25,252 |
| Value Realized on Vesting | $260,601 |
Employment Terms
Key provisions from Blake’s employment agreement:
- Effective date and renewal: Executed February 16, 2022; auto-renews annually unless notice provided 90+ days before term end .
- Base salary and bonus eligibility: $400,000 base; discretionary cash bonus up to 50% of base; participation in incentive plans and standard benefits .
- Pre-change-in-control termination (without cause): Lump sum equal to remaining term base salary or six months of base, whichever greater; continued life/medical/dental coverage for up to the later of one year or end of term, subject to conditions .
- Change-in-control (double-trigger within two years): Lump sum equal to three times base salary plus prior-year bonus; 280G cutback to avoid excise tax .
- Post-termination restrictions: One-year non-solicit of employees and customers .
Quantified potential payments (as of 12/31/2024):
| Scenario | Severance | Welfare Benefits Continuation (PV) | Accelerated Equity | Excise Tax Cut-Back | Total |
|---|---|---|---|---|---|
| Death or Disability | — | $37,785 | — | — | $37,785 |
| Involuntary Termination for Cause | — | — | — | — | — |
| Involuntary Termination Without Cause | $400,000 | $13,274 | — | — | $413,274 |
| Voluntary Termination for Good Reason | — | — | — | — | — |
| Post-Change-in-Control Involuntary (double-trigger) | $1,200,000 | $10,853 | — | — | $1,210,853 |
| Post-Change-in-Control Voluntary for Good Reason (double-trigger) | $1,200,000 | $10,853 | — | — | $1,210,853 |
Deferred compensation plan:
- The 2023 Deferred Plan exists for executives and directors; currently none of the named executive officers participate .
Board Governance
- Board service: Director since 2023; term expires 2026 .
- Independence: The Board determined Blake is not independent (as an executive officer), along with Coughlin, Shriner, and Widmer; all other directors are independent under Nasdaq standards .
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance Committees are composed solely of independent directors; Blake is not listed as a member of these committees .
- Board leadership: Non-Executive Chairman (Mark D. Hogan); CEO is a director; Blake serves as COO and Corporate Secretary and Director, creating a management-director dual role but mitigated by independent committee structures and separation of Chair/CEO roles .
- Director compensation framework (non-employee directors): Cash retainers and meeting fees; equity grants were not made in 2024; hedging/pledging prohibited for directors . Note: Blake’s all-other compensation in 2023 included a $10,000 board retainer as disclosed .
Compensation Structure Analysis
- Pay mix and trends: Blake’s total compensation declined from $902,217 (2022) to $513,266 (2024), reflecting no RSU grant in 2024 and a modest cash bonus under the AIP in a tough operating year .
- AIP performance linkage: 50% company metrics (PPNR, TRBC ratio, NPA/Loans, NIM) and 50% individual goals, aligning cash incentive payouts with both financial performance and role-specific execution .
- Severance design: Company moved to double-trigger severance effective January 1, 2024, addressing investor concerns; Blake’s agreement includes a 280G cutback provision (shareholder-friendly vs. gross-ups) .
- Equity incentives and retention: Outstanding options with 10-year term, 20% annual vesting schedule; RSU grant in 2023 vested in 2024, providing realized value; no unvested RSUs outstanding for Blake as of year-end 2024 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 49,924 (as of 03/05/2025) |
| Shares outstanding | 17,162,627 |
| Ownership % | ≈0.29% (calculated from disclosed figures) |
| Options exercisable within 60 days | 1,640 (included in beneficial ownership footnote) |
| 401(k) shares | 6,022 |
| Hedging/Pledging | Prohibited (policy applies to employees and non-employee directors) |
| Stock ownership guidelines | Not disclosed in proxy |
Employment Terms (Additional Detail)
| Term | Provision |
|---|---|
| Agreement date | February 16, 2022 |
| Auto-renewal | Automatic 12-month renewals unless notice ≥90 days before expiration |
| Non-compete/Non-solicit | 1-year post-separation non-solicit of employees and customers |
| Benefits continuation | Life/medical/dental per specified timeframes post-termination |
| Change-in-control window | Two years; double trigger required |
Performance & Track Record
- Company outcomes informing 2024 pay: Net income fell to $18.6 million in 2024 from $29.5 million in 2023; net interest margin decreased to 2.55% from 2.85%; charge-offs increased; total non-interest expense decreased, including salaries and benefits .
- Shareholder feedback: Say-on-Pay approval at approximately 92.7% in 2024; Compensation Committee engaged Meridian for peer benchmarking and program adjustments .
Compensation Committee Analysis (Context)
- Committee composition: Independent directors only; chaired by Vincent DiDomenico, Jr.; Meridian Compensation Partners engaged as independent consultant exclusively to the Committee .
- Pay philosophy: No fixed percentile targeting; considers experience, execution against strategic goals, risk management, market practices, and retention .
Investment Implications
- Alignment and retention: Blake’s realized equity value in 2024 and remaining option overhang suggest moderate long-term alignment, but his ownership stake is <1%, reducing direct equity sensitivity; hedging/pledging prohibitions mitigate misalignment risk .
- Severance/change-in-control: Double-trigger with 3x base plus prior-year bonus (estimated $1.21 million total in a CIC termination scenario) could influence management’s posture in strategic transactions, while 280G cutback reduces excessive parachute risk .
- Pay-for-performance: AIP design tied to bank-specific financial metrics amid a year of margin compression and higher charge-offs resulted in a modest bonus ($81,024), indicating some responsiveness of cash incentives to operating conditions .
- Governance checks: Blake’s dual role (COO, Corporate Secretary, Director) is counterbalanced by an independent committee structure and a non-executive Chair; however, his non-independence should be monitored for potential conflicts in sensitive board matters .