John Masterson

About John Masterson

John Masterson is a long-tenured non-employee director of Bogota Financial Corp. (Bogota Savings Bank’s holding company), serving on the board since 2012; he was age 65 as of December 31, 2024 . He spent nearly 25 years as a Managing Director in Goldman Sachs’ equities division before retiring in 2007, and currently serves as a director of 50 South Capital Advisors, LLC (a global alternatives firm and wholly owned subsidiary of Northern Trust) with prior board experience at Transparent Value (2011–2016), bringing deep capital markets expertise to the board .

Past Roles

External Roles

Board Governance

• Committee assignments (as of March 21, 2025): Masterson served on all three standing committees and chaired both the Compensation Committee and the Governance & Nominating Committee; he was designated to become Audit Committee Chair effective May 20, 2025 .
• Independence: All members of each standing committee are independent under Nasdaq listing rules, and each operates under a written, annually reviewed charter .
• Meeting cadence and attendance: In 2024, Bogota Financial’s board met 4 times (Bogota Savings Bank board 12 times); no director attended fewer than 75% of total board and committee meetings, and all directors attended the May 15, 2024 annual meeting .
• Board leadership: The roles of Chair and CEO are separated; the Chair (Steven M. Goldberg) is independent under Nasdaq standards, enhancing oversight of management .
• Committee meeting frequency in 2024: Audit (4), Compensation (2), Governance & Nominating (1) .

Fixed Compensation

• Non-employee director pay (cash + other): Masterson received cash fees of $78,852 in 2024 and $78,852 in 2023; “All Other Compensation” reflects medical insurance costs of $28,523 in 2024 and $28,687 in 2023 .
• Director Retirement Plan (frozen to new entrants since April 30, 2022): Unfunded, non-qualified plan pays 100% of the director’s average annual retainer (highest 3-year average) for up to the same number of months as board service, capped at 120 months; includes a 2-year non-compete; change-in-control provisions can accelerate eligibility/timing; benefits forfeited if terminated for cause .

Performance Compensation

• Director equity outstanding (end of period): At December 31, 2024, Masterson had 5,156 unvested restricted shares; directors (including Masterson) had outstanding stock options totaling 32,235 shares (per director, where applicable) . At March 21, 2025, his beneficial ownership also includes 19,341 options exercisable within 60 days .
• Plan oversight: The Compensation Committee (chaired by Masterson) administers the Bogota Financial Corp. 2021 Equity Incentive Plan and approves grants under the plan .

Other Directorships & Interlocks

No other current public company directorships are disclosed for Masterson in the proxy biography .

Expertise & Qualifications

• Nearly 25 years as a Goldman Sachs equities Managing Director, providing deep public markets and capital allocation expertise .
• Additional board service in alternative asset management (50 South Capital Advisors; prior Transparent Value), adding investment oversight perspective .
• Serves/served as chair across key oversight committees (Compensation; Governance & Nominating; designated Audit Chair), indicating strong governance credentials and trust of the board .

Equity Ownership

• Beneficial ownership (as of March 21, 2025): 197,636 shares, representing 1.52% of shares outstanding; includes 5,156 unvested restricted shares and 19,341 options exercisable within 60 days; none of the named individuals have pledged shares .

Governance Assessment

• Strengths

  • Broad capital markets experience and alternatives oversight enhance board effectiveness on capital strategy and risk oversight .
  • High engagement: no director fell below 75% attendance; all directors attended the 2024 annual meeting .
  • Robust committee involvement and leadership; committees are composed entirely of independent directors under Nasdaq rules .
  • Meaningful ownership at 1.52% provides alignment; no pledging disclosed .

• Potential concerns / RED FLAGS

  • Hedging policy gap: the company has not adopted a policy restricting hedging by officers/directors, which some investors view as an alignment risk .
  • Director Retirement Plan: although frozen to new entrants, the unfunded post-retirement benefit (up to 120 months at 100% of the average retainer) can be viewed as a shareholder-unfriendly legacy perk; includes change-in-control accelerants and a 2-year non-compete .
  • Oversight concentration: Masterson chairs Compensation and Governance & Nominating and is designated to chair Audit effective May 20, 2025, concentrating committee leadership in one director, which some governance frameworks discourage even for capable directors .

• Conflicts and related-party exposure

  • Related-person transactions policy indicates any director/officer loans are made in the ordinary course on substantially the same terms as comparable loans, without preferential treatment; such loans were performing and compliant with regulations as of December 31, 2024 .
  • No share pledging disclosed among named individuals; no specific related-party transactions involving Masterson are disclosed .

• Contextual governance factors

  • Independent Chair structure and CEO/Chair separation support independent oversight .
  • 2025 annual meeting held May 20, 2025; concurrent with the planned transition of Audit Committee chairmanship to Masterson .