Kevin Pace
About Kevin Pace
Kevin Pace is President and Chief Executive Officer of Bogota Financial Corp. (BSBK) and Bogota Savings Bank, appointed effective November 30, 2023; he has served at the Bank since 2013 (EVP, Compliance/BSA in 2018; EVP & Chief Risk Officer since November 2020) and as a director since 2023. Age 46 as of December 31, 2024 (age 45 as of December 31, 2023) . The company’s Executive Bonus Plan emphasizes profitability and efficiency (net income; ROA/ROE/efficiency ratio vs peers; and individual goals), and drove his annual cash incentive outcomes in recent years . The Board separates the roles of Chair and CEO (Chairman Steven M. Goldberg is independent), mitigating governance risks around dual roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bogota Financial/Bogota Savings Bank | EVP & Chief Risk Officer | 2020–2023 | Oversight of compliance, operations, and IT; risk management leadership |
| Bogota Savings Bank | EVP, Compliance & BSA | 2018–2020 | Elevated compliance and BSA functions |
| Bogota Savings Bank | Various banking roles | 2013–2018 | Progressive leadership responsibility prior to executive appointments |
External Roles
- None disclosed in company filings for public company boards or Item 404(a) related-party transactions for Kevin Pace .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2021 | 210,730 | 38,986 | EVP, CRO |
| 2022 | 250,590 | 43,404 | EVP, CRO |
| 2023 | 286,000 | 39,849 | Promoted CEO Nov 30, 2023 |
| 2024 | 380,000 | 47,786 | CEO full year |
- 2024 employment agreement sets base salary at $380,000 and may be increased (not decreased except uniform ≤10% reductions for senior management); includes benefits and perquisites (e.g., auto/allowance with covered expenses) . Severance/change-in-control terms summarized in Employment Terms below.
Performance Compensation
Annual Cash Incentive Outcomes
| Year | Non-Equity Incentive Plan Compensation ($) | Plan Basis (summary) |
|---|---|---|
| 2021 | 94,737 | Executive Bonus Plan (profitability/peer-relative metrics and individual goals) |
| 2022 | 112,000 | Executive Bonus Plan |
| 2023 | 115,000 | Executive Bonus Plan (“as described below” in proxy) |
| 2024 | 250,000 | Executive Bonus Plan |
Equity Grants (Grant-Date Fair Value)
| Year | Stock Awards ($) | Option Awards ($) | Context |
|---|---|---|---|
| 2021 | 328,162 | 351,785 | 2021 Equity Incentive Plan; options/RSUs vest over five annual installments beginning Sep 2, 2022 |
Incentive Design Details (qualitative)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net income; ROA/ROE/efficiency ratio vs peers; individual strategic/safety goals | Weighted, specific weights not disclosed | Not disclosed | Not disclosed | Annual cash incentive per above | RSUs/options vest in five approx. equal annual installments beginning Sep 2, 2022 |
Equity Ownership & Alignment
Beneficial Ownership
| As-Of Date | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Mar 21, 2025 | 105,219 | <1% | Includes 4,053 shares (401k), 8,900 ESOP, and 48,300 options exercisable within 60 days |
| Mar 22, 2024 | 86,554 | <1% | Includes 4,053 (401k), 6,698 ESOP, and 32,200 options exercisable within 60 days |
- No pledging: “none of the named individuals has pledged his or her shares” .
Outstanding Equity Awards (CEO)
| As-Of Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) | Reference Price |
|---|---|---|---|---|---|---|---|
| Dec 31, 2024 | 48,300 | 32,200 | 10.45 | 9/2/2031 | 12,894 | 96,705 | $7.50 close on 12/31/2024 |
| Dec 31, 2023 | 32,200 | 48,300 | 10.45 | 9/2/2031 | 19,342 | 155,703 | $8.05 close on 12/29/2023 |
- Vesting schedule: stock options and restricted stock vest in five approximately equal annual installments, first vesting on September 2, 2022 .
- Insider selling pressure read-through: options are out-of-the-money at 12/31/2024 (exercise $10.45 vs stock $7.50), limiting near-term option-exercise supply; RSUs continue to vest annually, a modest ongoing source of potential sell pressure .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement dated March 27, 2024; initial term through Dec 31, 2025, auto-renews each Jan 1 for one year to maintain a two-year rolling term unless notice ≥30 days prior; annual performance evaluation by disinterested Bank directors prior to renewal . |
| Base Salary | $380,000; may be increased, not decreased (except uniform ≤10% for senior management) . |
| Bonus Eligibility | Discretionary and/or plan-based bonuses at Compensation Committee discretion; eligible to participate in senior management bonus plans . |
| Benefits/Perqs | Participation in senior management benefit plans; reimbursement of business expenses; company vehicle or allowance with covered operating costs per policy . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 24 months of base salary, paid bi-weekly over 24 months; up to 18 months of COBRA premium reimbursements; subject to release of claims . |
| Severance (CIC double-trigger) | If qualifying termination on/after a change in control: 2x (base salary at termination or pre-CIC, higher of the two) + 2-year average annual cash bonus; paid bi-weekly over two years; 18 months COBRA-equivalent cash payments; subject to release . |
| Restrictive Covenants | Non-compete and non-solicitation for one year post-termination (non-CIC); following a CIC, duration mutually agreed but no less than six months and no more than two years; 280G cutback may reflect appraised value of covenants . |
| Termination for Cause/Voluntary w/o Good Reason | No additional severance other than accrued/earned amounts . |
Board Governance
- Board service: Appointed to the Company’s board July 26, 2023; elected as a director with term expiring in 2027; director since 2023 .
- Committee roles: As CEO/director, no committee assignments listed in the committee matrix; Audit, Compensation, and Governance/Nominating committees comprised of independent directors (Goldberg, Hanson, Masterson, Reiner) .
- Role separation and independence: Chair and CEO roles are separated; Chairman Steven M. Goldberg is independent under NASDAQ standards .
- Recent board changes: Peter T. Donnelly appointed to the board effective March 26, 2025; serves on Audit and IT Committees .
Investment Implications
- Pay-for-performance alignment: Annual incentives tied to profitability and peer-relative efficiency metrics with rising cash incentive outcomes ($115k in 2023 to $250k in 2024), while no new equity grants are disclosed post-2021; this tilt toward cash increases fixed/near-cash compensation and may weaken long-term equity alignment if not offset by ongoing equity grants .
- Selling pressure and alignment: Options are out-of-the-money at year-end 2024 ($10.45 strike vs $7.50 stock), reducing option-exercise overhang; RSUs continue to vest annually (12,894 unvested as of 12/31/24), a manageable supply source. No pledging disclosed, supporting alignment .
- Retention and change-in-control economics: Two-year base-salary severance and double-trigger 2x (salary + bonus) upon CIC provide strong retention but create potential parachute optics in strategic scenarios; one-year non-compete (≥6 months post-CIC) protects franchise if separation occurs .
- Governance risk mitigants: Separation of Chair/CEO and independent committee structure mitigate dual-role concerns from CEO serving as director; no Item 404(a) related-party transactions for Pace disclosed .
Appendix: Total Compensation (multi-year)
| Year | Salary ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2021 | 210,730 | 94,737 | 38,986 | 1,069,495 |
| 2022 | 250,590 | 112,000 | 43,404 | 405,994 |
| 2023 | 286,000 | 115,000 | 39,849 | 440,849 |
| 2024 | 380,000 | 250,000 | 47,786 | 677,786 |
- 2021 totals include grant-date fair values for stock ($328,162) and options ($351,785) under the 2021 plan; those amounts are reflected in the 2021 total above per the DEF 14A methodology .