John G. Reiner
About John G. Reiner
Independent director of Bogota Financial Corp. (BSBK); owner and Chief Executive Officer of Reiner Insurance Agency with over 34 years of insurance expertise spanning multiple lines of business. Former director of Gibraltar Bank (2007–Feb 2021) until its acquisition by Bogota Financial; brings sales, marketing, and risk management skills to the board. Age 59; director since 2021.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibraltar Bank | Director | 2007–Feb 2021 | Board service until acquisition by Bogota Financial in Feb 2021 |
| Reiner Insurance Agency | Owner & CEO | Over 34 years | Insurance expertise across multiple lines; sales/marketing/risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MetLife National Agency Advisory Board | Former member | Not disclosed | Consumer/product knowledge and competitive industry analysis |
| Safeco Agency Advisory Board | Member | As of 2022 | Ongoing advisory engagement noted in 2022 proxy |
Board Governance
- Independence: All members of Audit, Compensation, and Governance & Nominating Committees are independent per NASDAQ listing requirements. Reiner is a member of all three committees (as of Mar 21, 2025).
- Committee chairmanships: John Masterson chairs Compensation and Governance & Nominating; Audit chaired by Steven M. Goldberg with transition to Masterson effective May 20, 2025.
- Election signal: At the May 20, 2025 annual meeting, Reiner received 9,980,835 “For” votes, 444,203 “Withhold,” and 958,817 broker non-votes.
- Attendance: Board held 4 meetings in 2024; Bank board held 12; no director attended fewer than 75% of board and committee meetings; all directors attended the May 15, 2024 annual meeting. Historical pattern consistent in 2023 and 2022.
| Governance Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings held (Financial Corp.) | 4 | 4 | 4 |
| Bank board meetings held | 12 | 12 | 12 |
| Attendance threshold | ≥75% for all directors | ≥75% for all directors | ≥75% for all directors |
| Annual meeting attendance | All directors (May 27, 2021) | All directors (May 8, 2023) | All directors (May 15, 2024) |
| Committee Membership (Reiner) | 2024 | 2025 (as of Mar 21, 2025) |
|---|---|---|
| Audit Committee | — | Member |
| Compensation Committee | — | Member |
| Governance & Nominating Committee | Member | Member |
Fixed Compensation
| Year Ended Dec 31, 2024 | Fees earned or paid in cash | All Other Compensation (medical) | Total |
|---|---|---|---|
| John G. Reiner | $78,852 | — | $78,852 |
- Director benefits: Certain directors receive medical insurance costs; this benefit is not provided to new directors (noted for Reiner in 2020).
- Director Retirement Plan (frozen to new entrants after Apr 30, 2022): Unfunded, non-qualified pension; monthly benefit equals 100% of the director’s average annual retainer over the highest three-year period, payable for the same number of months of board service up to 120 months; two-year non-compete post-separation; change-in-control provisions can accelerate eligibility/timing; survivor and disability benefits outlined.
Performance Compensation
| Equity Award Detail | As of Dec 31, 2024 |
|---|---|
| Unvested restricted stock | 520 shares |
| Stock options outstanding | 10,000 shares |
| 2021 Equity Incentive Plan capacity | Up to 902,605 shares (options up to 644,718; RS/RSU up to 257,887) |
| Option grant timing policy | Company avoids grants around material filings; no stock options granted to executive officers in 2024 (policy applies to executives; director grants not specified for 2024) |
- Performance metrics: No director-specific performance metrics (e.g., TSR/EBITDA) disclosed for director pay; equity awards appear service/tenure-based under plan terms.
- Clawbacks: Not disclosed in proxy; skip.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Reiner |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Advisory boards at MetLife and Safeco (insurance industry) |
| Interlocks with customers/suppliers | Not disclosed; no related-party transactions beyond standard insider loans on market terms per regulation |
Expertise & Qualifications
- Insurance sector operator (owner/CEO), multi-line expertise >34 years; contributes sales, marketing, and risk management acumen relevant to a community bank’s credit/risk profile.
- Governance: Serves on Audit, Compensation, and Governance & Nominating committees, indicating broad engagement across oversight functions.
Equity Ownership
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial ownership (shares) | 1,300 | 4,300 | 6,300 | 6,500 |
| Unvested restricted stock | 1,300 | 1,040 | 780 | 520 |
| Options exercisable within 60 days | Not disclosed | Not disclosed | Not disclosed | 6,000 |
| Ownership as % of shares outstanding | <1% | <1% | <1% | <1%; 13,008,964 shares outstanding base |
| Pledged shares | None (company notes none of the named individuals pledged) |
Shareholder Voting – 2025 Re-Election
| Director | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| John G. Reiner | 9,980,835 | 444,203 | 958,817 |
Related-Party Exposure and Insider Loans
- Insider loans exist and are permitted under banking regulations; company states loans to directors/executives are made on market terms, in ordinary course, and compliant with Regulation O. Aggregate loans to executive officers/directors totaled $1,610,688 at Dec 31, 2023 (not broken out by individual).
- Regulation W and Regulation O frameworks described across 10-K filings with approval thresholds and market-term requirements; board-level approval required for larger exposures; no unfavorable features reported.
Policies Affecting Alignment and Risk
- Hedging policy: Company has not adopted a hedging policy for officers/directors/employees, allowing hedging transactions; this is investor-unfriendly vs peers that prohibit hedging.
- Insider trading policy: Pre-clearance for Section 16 officers; blackout periods applied; equity award timing policy aims to avoid grants around material disclosures.
- Section 16 compliance: 2022 filing year noted a delinquent Form 3 for William Hanson; no delinquencies cited for Reiner.
Governance Assessment
-
Strengths:
- Independent director serving on all three key committees; breadth suggests strong engagement.
- Consistent attendance above the 75% threshold; attended annual meetings.
- Shareholder support evidenced by 2025 vote outcome (large “For” count).
- Ownership increased over time (2022→2025), with exercisable options and unvested RS indicating long-term alignment under the 2021 plan.
-
Concerns and RED FLAGS:
- Hedging policy absence for directors is a governance negative; potential misalignment if hedging reduces exposure to downside. RED FLAG
- Director Retirement Plan includes change-in-control accelerants and non-compete obligations; while frozen to new entrants, legacy benefits could be viewed as entrenchment/guaranteed payouts. Signal
- Personal ownership remains <1% of outstanding shares; while normal for community banks with a dominant MHC parent, alignment could be strengthened via formal director ownership guidelines (not disclosed). Signal
- Insider loans: permissible and stated as market terms, but still represent potential perceived conflicts requiring ongoing board oversight. Signal
-
Actions for investors:
- Encourage adoption of anti-hedging and anti-pledging policies for directors to enhance alignment.
- Seek disclosure of director stock ownership guidelines and compliance status.
- Monitor Section 16 filings and any related-party loans for preferential terms; verify adherence to Regulation O thresholds.