Sandra L. Sievewright
About Sandra L. Sievewright
Senior Vice President and Chief Compliance Officer at BCB Community Bank (subsidiary of BCB Bancorp, Inc.) with 30+ years of banking experience spanning compliance, BSA/AML, CRA, security, branch administration, operations and residential lending; joined BCB in May 2014 after senior compliance roles at First Commerce Bank and Bogota Savings Bank . Age 58 at the 2023 record date; not a director . 2024 comp design anchored to objective bank performance metrics (PPNR, capital, asset quality, NIM) plus individual goals; her 2024 AIP payout was $40,512 (13.5% of base), underscoring below-target achievement and committee discretion within a structured scorecard . Current employment agreement (effective Jan 1, 2022; term through Jan 1, 2026) provides double‑trigger change‑in‑control protection equal to base salary plus prior‑year bonus; pre‑CIC severance equals remaining term salary or six months minimum, with benefit continuation and post‑termination non‑solicit limits .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BCB Community Bank | Senior Vice President & Chief Compliance Officer | Joined May 2014 | Leads compliance and BSA/AML; broad risk/compliance remit (compliance, bank secrecy, CRA, security, branches, ops, residential lending) |
| First Commerce Bank (Lakewood, NJ) | SVP & BSA/Compliance Officer | Jul 2013 – May 2014 | Senior leadership in BSA/AML and compliance program |
| Bogota Savings Bank (Teaneck, NJ) | SVP & Compliance Officer | Oct 2005 – Jul 2013 | Oversight of compliance function at NJ thrift |
External Roles
- No public-company directorships or external board roles disclosed in the company’s proxy biographies reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $215,000 | $300,000 |
| Target Bonus (% of base, AIP) | — (not disclosed for 2023) | 30% |
| Actual Cash Bonus/AIP Paid ($) | — (not disclosed for 2023) | $40,512 (13.5% of base) |
Notes
- Her employment agreement stipulates eligibility for discretionary cash performance bonuses up to 50% of base salary (programmatic AIP target for 2024 set at 30%) .
Performance Compensation
Annual Incentive Plan (AIP) – Design and Outcome (FY2024)
| Metric/Component | Weighting | Target | Actual | Payout Component | Vesting |
|---|---|---|---|---|---|
| Pre-Provision Net Revenue (PPNR) | 25% of company component (overall 50% company / 50% individual) | Not disclosed | Not disclosed | Incorporated in total payout | Cash (N/A) |
| Total Risk-Based Capital Ratio | 25% of company component | Not disclosed | Not disclosed | Incorporated in total payout | Cash (N/A) |
| Nonperforming Assets / Total Assets | 25% of company component | Not disclosed | Not disclosed | Incorporated in total payout | Cash (N/A) |
| Net Interest Margin (NIM) | 25% of company component | Not disclosed | Not disclosed | Incorporated in total payout | Cash (N/A) |
| Individual Goals Assessment | 50% of total award | Qualitative | Qualitative | Incorporated in total payout | Cash (N/A) |
| Total AIP Payout for Sievewright | — | Target: $90,000 (30% of $300,000) | — | $40,512 (13.5% of base) | Paid in cash |
Plan mechanics: Threshold/Target/Stretch schedule pays 50%/100%/150% of target with straight‑line interpolation; no payout below threshold .
Long‑Term Incentives
- No 2024 equity awards were granted to Ms. Sievewright; only one NEO (CFO) received RSAs in 2024 under the 2018 Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 16,380 shares; does not exceed 1% of class (17,162,627 shares outstanding as of Mar 5, 2025) |
| Breakdown (as of 2024 proxy) | 16,380 shares include 15,000 underlying options exercisable within 60 days of the record date |
| Outstanding Equity (12/31/2024) | Stock awards unvested: None; Options: 2,500 @ $10.55 exp. 12/29/2025; 12,500 @ $12.40 exp. 09/13/2027 (all listed as exercisable) |
| Exercises/Vesting in 2024 | No options exercised; no stock vested for Sievewright |
| Hedging/Pledging Policy | Company prohibits hedging and pledging by employees and directors (2025 proxy); 2024 10‑K describes an anti‑hedging policy and limited board‑approved exceptions for pledging (legacy or pre‑approved) |
| Ownership Guidelines | The Compensation Committee indicated intent to adopt market‑based stock ownership guidelines with LTIP implementation (not yet specified for NEOs) |
| Clawback | Clawback policy permits recoupment of excess incentive pay in the event of a financial restatement, at Audit Committee discretion |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Dates/Term | Employment agreement dated Jan 1, 2022; auto‑renews annually unless notice ≥90 days; current term expires Jan 1, 2026 |
| Position | Chief Compliance/Risk Officer per agreement (current public bio lists Chief Compliance Officer) |
| Base Salary (per agreement) | $300,000; subject to annual review and adjustment |
| Annual Bonus Eligibility (per agreement) | Discretionary cash performance bonus up to 50% of base salary; also eligible for other incentive plans |
| Severance – pre‑CIC (involuntary, no cause) | Lump sum equal to base salary through remaining term or six months, whichever greater; continuation of life, medical, dental coverage up to the later of one year or end of term (earlier cessation upon comparable coverage/new job or Medicare) |
| Severance – post‑CIC (double trigger) | If terminated without cause or resigns for Good Reason within 24 months after a change in control: lump sum equal to current annual base salary plus prior‑year bonus; reduced as needed to avoid 280G penalties; paid within 30 days |
| Restrictive Covenants | For one year following separation (except following a CIC separation): non‑solicit of employees and non‑interference with customer relationships |
| Governance Changes | As of Jan 1, 2024, the Company no longer provides single‑trigger CIC cash severance; all NEO agreements require a change in control and a qualifying termination (double trigger) . Historical 2017 agreements for Sievewright provided single‑trigger CIC payment equal to base salary (superseded by current policy) . |
Performance & Track Record Indicators
- Pay‑for‑performance architecture: 2024 AIP tied 50% to objective company metrics (PPNR, capital ratio, NPA/Assets, NIM) and 50% to individual goals; payout curve set at 50%/100%/150% of target; Sievewright’s 2024 payout was $40,512 (13.5% vs 30% target) .
- Shareholder feedback: Say‑on‑pay approval improved to ~92.7% at the April 25, 2024 meeting (from ~61.8% in 2023), following program redesign including adoption of AIP with preset criteria and moving to double‑trigger CIC severance .
Compensation Structure Analysis
- Year‑over‑year mix shift: Base salary increased 39.5% from 2023 to 2024 (from $215,000 to $300,000); AIP target set at 30% for 2024 (agreement allows up to 50%) .
- Objective metrics vs discretion: AIP is split equally between objective company metrics (four equally‑weighted financial drivers) and a qualitative individual component in 2024, increasing the individual weighting versus 2023 design (75% Adjusted EPS / 25% individual for NEOs that year) .
- Equity orientation: No new 2024 equity grants to Sievewright; outstanding equity is legacy stock options with near‑term maturities (2025 and 2027) and no unvested equity reported as of year‑end 2024 .
- Governance mitigants: Double‑trigger CIC protection (not single‑trigger), restatement clawback, and anti‑hedging/pledging policies (with limited legacy/board‑approved pledge exceptions described in the 10‑K) .
Equity Vesting and Option Detail
| Grant Type | Grant Date | Shares/Options | Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Option | 12/29/2015 | 2,500 | $10.55 | 20% per year from 1st anniversary | 12/29/2025 |
| Stock Option | 09/13/2017 | 12,500 | $12.40 | 20% per year from 1st anniversary | 09/13/2027 |
2024 exercises/vesting: None for Sievewright .
Outstanding at 12/31/2024: All options shown as exercisable; no unvested stock awards for Sievewright .
Say‑on‑Pay & Shareholder Feedback (Context)
| Year | Say‑on‑Pay Approval |
|---|---|
| 2023 | ~61.8% |
| 2024 meeting (Apr 25, 2024) | ~92.7% |
Program changes referenced by the Compensation Committee include: adoption of an AIP with preset criteria and discontinuation of single‑trigger CIC severance; intent to implement LTIP with PRSUs (ROAA/ROAE relative metrics) and time‑based RSAs .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited by policy; 10‑K notes narrow legacy/board‑approved pledge exceptions with stringent limits; no pledges disclosed for Sievewright in ownership tables reviewed .
- CIC terms: Double‑trigger severance reduces transaction‑driven payout risk versus older single‑trigger constructs .
- Tax gross‑ups: Company states no gross‑ups or reimbursements for §280G/4999 taxes .
- Option expirations: Legacy options expire in 2025 and 2027, which can influence exercise timing and potential selling decisions around expirations .
Employment Committee/Peer Practices (Context)
- Committee states use of independent peer analyses and market practices to set pay; emphasis on retaining experienced executives and balancing risk in comp design .
Investment Implications
- Alignment: AIP metrics emphasize bank health (earnings power, capital, asset quality, margin) and include qualitative assessment; 2024 under‑target payout (13.5% vs 30% target) suggests payouts respond to performance and committee judgment .
- Retention risk: Salary step‑up (+39.5%) and double‑trigger CIC protection provide stability, but lack of new unvested equity and approaching option expirations may modestly increase near‑term liquidity/exercise decisions without adding additional long‑term retention hooks .
- Ownership/skin‑in‑the‑game: Beneficial ownership is small (<1%), and holdings largely reflect legacy options; the committee has discussed adopting stock ownership guidelines with LTIP implementation, which could strengthen alignment if enacted .
- Governance risk: Anti‑hedging/pledging rules, clawback, and elimination of single‑trigger CIC payments reduce headline governance risk; no pledges or related‑party issues were disclosed for Sievewright in reviewed filings .