Brian McCourt
About Brian McCourt
Brian McCourt is Executive Vice President and Chief Financial Officer of Bogota Financial Corp. (Bogota Savings Bank’s parent), serving in this role since 2011; he was age 63 as of December 31, 2024 . As CFO, he certifies the company’s financial reporting under Sarbanes-Oxley Sections 302 and 906, evidencing oversight of disclosure controls, internal control over financial reporting, and fair presentation of results . Financial performance over FY 2023–FY 2024 is shown below; EBITDA is not available in S&P data, and FY 2024 reflects a net loss while revenue increased year over year (see table) .
Financial performance (company-level; context for CFO’s pay-for-performance)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $1,139,035* | $1,348,404* |
| Net Income - (IS) (USD) | $642,535 | -$2,170,420* |
| EBITDA (USD) | N/A | N/A |
Values with asterisk (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bogota Financial Corp. / Bogota Savings Bank | EVP & Chief Financial Officer | 2011–present | Oversight of financial reporting and controls; executed SOX certifications on 2024 Form 10-K |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $267,800 | $278,512 |
| All Other Compensation (USD) | $39,849 | $44,936 |
Breakdown of “All Other Compensation”
| Item | 2023 | 2024 |
|---|---|---|
| 401(k) Plan (USD) | $29,700 | $28,788 |
| ESOP (USD) | $10,149 | $16,148 |
Notes:
- Perquisites not exceeding $10,000 are excluded from reported totals .
Performance Compensation
Annual cash incentive awards (Executive Bonus Plan)
| Year | Plan Mechanics | Metrics Cited | Payout (USD) | Payment Timing / Conditions |
|---|---|---|---|---|
| 2023 | Annual plan with weighted performance goals; 12-month plan year ending Dec 31 | Net income; ROA/ROE/efficiency ratio vs peer group; role-specific goals (strategy, safety/soundness, budget income) | $65,000 | Paid as soon as practicable and within 2.5 months post year-end; must be employed on last day of plan year |
| 2024 | Annual plan with weighted performance goals; 12-month plan year ending Dec 31 | Net income; ROA/ROE/efficiency ratio vs peer group; role-specific goals (strategy, safety/soundness, budget income) | $50,000 | Paid as soon as practicable and within 2.5 months post year-end; must be employed on last day of plan year |
Equity awards (grants and outstanding)
| Equity Type | Grant Date | Grant Detail | Vesting | Outstanding at Dec 31, 2023 | Outstanding at Dec 31, 2024 |
|---|---|---|---|---|---|
| Restricted Stock (RSAs) | Sep 2, 2021 | Aggregate grant date fair value $328,162 (McCourt) | Vests in 5 approximately equal installments; first vest Sep 2, 2022 | 19,342 unvested units; market value $155,703 (at $8.05) | 12,894 unvested units; market value $96,705 (at $7.50) |
| Stock Options | Sep 2, 2021 | Aggregate grant date fair value $351,785 (McCourt) | Vests in 5 approximately equal installments; first vest Sep 2, 2022 | 32,200 unexercisable; 32,200 exercisable; strike $10.45; expiry 9/2/2031 | 32,200 unexercisable; 48,300 exercisable; strike $10.45; expiry 9/2/2031 |
Notes:
- Company policy does not grant options around closed trading windows or within 4 business days before/1 business day after filing material information on Forms 10-K/10-Q/8-K .
- At Dec 31, 2024 close ($7.50), options with $10.45 strike were out-of-the-money .
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 21, 2025) | Shares | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| Brian McCourt | 98,049 | <1% | Includes 8,629 shares in 401(k), 8,933 in ESOP, and 48,300 options exercisable within 60 days |
| Unvested RSAs included in total | 12,894 | N/A | Unvested restricted shares explicitly included in beneficial ownership footnote |
| Pledging status | N/A | N/A | None of the named individuals has pledged shares |
Outstanding equity detail (alignment and potential selling pressure)
| Item | Detail |
|---|---|
| RSAs vesting cadence | Five approximately equal installments; first vested Sep 2, 2022; 12,894 remained unvested at 12/31/24 |
| Options moneyness | Strike $10.45 vs $7.50 close at 12/31/24 → out-of-the-money; reduces near-term exercise/selling pressure |
Employment Terms
Change-in-control (CFO agreement) and severance economics
| Term | Provision |
|---|---|
| Agreement term | Auto-renews each Jan 1 for 1 year to maintain 3-year remaining term; extends to at least 2 years beyond effective date upon entering a change-in-control transaction |
| Severance trigger | Double-trigger: termination by Bank without “cause” or by executive with “good reason” on or after effective date of a change in control |
| Severance multiple | 2× sum of base salary (higher of termination date or immediately prior to change in control) + average annual cash bonus for the three most recent performance periods |
| Payment form | Bi-weekly installments over 2 years; begins within ~30 days of termination |
| Benefits continuation | 12 consecutive monthly cash payments equal to monthly COBRA premium at coverage level in effect at termination (regardless of election) |
| Renewal/Review | Annual performance evaluation by disinterested Bank board members at least 30 days prior to each anniversary |
Insider policies
| Policy Area | Disclosure |
|---|---|
| Hedging policy | Company has not adopted a policy restricting hedging transactions by officers/directors/employees |
| Insider trading | Pre-clearance required for Section 16 officers; blackout periods apply |
| Related-party loans | Loans to directors/officers made on market terms and performing; compliant with federal banking regulations |
Investment Implications
- Pay-for-performance alignment is mixed: bonus design references profitability and peer-relative ROA/ROE/efficiency, but specific weightings/targets are undisclosed; McCourt’s cash bonus decreased to $50k in 2024 despite higher revenue, consistent with weaker net income performance .
- Retention risk appears contained: an auto-renewing, double-trigger change-in-control agreement with 2× salary+bonus and 12 months COBRA creates strong economic security; annual board performance reviews govern renewal, suggesting oversight without near-term expiry pressure .
- Selling pressure from equity is moderate: unvested RSAs continue to vest, but large option grants are out-of-the-money at year-end ($7.50 vs $10.45), lowering incentive to exercise/sell; the absence of pledging reduces forced-sale risk .
- Governance considerations: lack of a hedging policy is a potential red flag for shareholder alignment, although insider trading pre-clearance and blackout procedures provide some controls .