Peter T. Donnelly
About Peter T. Donnelly
Peter T. Donnelly, age 56, is an independent director of Bogota Financial Corp. (BSBK). He is an attorney with Donnelly Minter & Kelly, LLC in Morristown, NJ specializing in commercial real estate and land use, and serves as President of the Board of Trustees of the Family Resource Network (non-profit). He was appointed to the Board on January 29, 2025 and is a director in the class with a term expiring in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donnelly Minter & Kelly, LLC | Attorney; specializes in commercial real estate and land use | Current (as disclosed) | Legal expertise and commercial real estate knowledge brought to board |
| Family Resource Network (non-profit) | President, Board of Trustees | Current (as disclosed) | Community/non-profit leadership; caregiver support focus |
External Roles
| Organization | Role | Tenure | Public/Private/Non-profit |
|---|---|---|---|
| Family Resource Network | President, Board of Trustees | Not specified | Non-profit |
| Other public company boards | — | — | None disclosed |
Board Governance
- Independence: BSBK is a “controlled company” due to majority ownership by Bogota Financial, MHC, but all directors other than the CEO (Kevin Pace) are considered independent under Nasdaq standards; this includes Donnelly .
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings; all directors attended the May 15, 2024 annual meeting (note Donnelly joined in 2025) .
- Committee assignments and leadership:
| Director | Audit Committee | Compensation Committee | Governance & Nominating Committee |
|---|---|---|---|
| Peter T. Donnelly | X | ||
| Steven M. Goldberg | X* | X | |
| William Hanson | X | X | X |
| John Masterson | X | X* | X* |
| Kevin Pace | |||
| John G. Reiner | X | X | X |
| Committee meetings in 2024 | Audit: 4 | Compensation: 2 | Governance & Nominating: 1 |
Audit Chair transition: Steven M. Goldberg served as Audit Chair; John Masterson will serve as Audit Chair beginning May 20, 2025 .
Audit Committee financial expert: The Board believes Mr. Goldberg qualifies under SEC rules .
Fixed Compensation
- Director pay framework: Compensation Committee recommends director compensation levels and form to the Board; it also administers the 2021 Equity Incentive Plan .
- 2024 non-employee director remuneration (context; Donnelly appointed in 2025 and not included):
| Name | Fees Earned/Paid in Cash (2024) | All Other Compensation (medical insurance cost) (2024) | Total (2024) |
|---|---|---|---|
| Steven M. Goldberg | $98,748 | $21,288 | $120,036 |
| William Hanson | $78,852 | — | $78,852 |
| John Masterson | $78,852 | $28,523 | $107,375 |
| John G. Reiner | $78,852 | — | $78,852 |
- Director Retirement Plan: Frozen April 30, 2022; no new directors eligible thereafter. Benefits equal 100% of average annual retainer (highest 3-year period) payable for months of Board service up to 120 months; two-year non-compete post-service; change-in-control accelerations described; forfeiture for cause .
Performance Compensation
- Equity program: The 2021 Equity Incentive Plan authorizes 902,605 shares for options/RSAs/RSUs; max options 644,718; max restricted stock/RSUs 257,887; options must have exercise price ≥ fair market value at grant; grants subject to vesting per award agreements .
- Option grant timing policy: Historically, no options granted during closed trading windows; no named executive officer options granted in 2024 (plan applies to directors and employees; disclosure provided for executives) .
- Director equity status at 12/31/2024 (context; Donnelly joined in 2025 and had no disclosed director equity at 12/31/2024):
| Director | Unvested Restricted Stock (12/31/2024) | Options Outstanding (shares) (12/31/2024) |
|---|---|---|
| Steven M. Goldberg | 5,156 | 32,235 |
| John Masterson | 5,156 | 32,235 |
| John G. Reiner | 520 | 10,000 |
| Peter T. Donnelly | — (appointed 1/29/2025) | — (appointed 1/29/2025) |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee Roles |
|---|---|---|---|
| Family Resource Network | Non-profit | President, Board of Trustees | Not disclosed |
| Public company boards | — | — | None disclosed |
Expertise & Qualifications
- Legal expertise in commercial real estate and land use; expected contributions in real estate matters relevant to the bank’s market .
- Community leadership via Family Resource Network Board presidency .
Equity Ownership
| Name | Number of Shares Owned (as of 3/21/2025) | % of Common Stock Outstanding (13,008,964 shares) | Pledged Shares |
|---|---|---|---|
| Peter T. Donnelly | — (appointed 1/29/2025) | <1% | None; “none of the named individuals has pledged” |
Majority owner: Bogota Financial, MHC holds 8,504,556 shares (65.35%) .
Governance Assessment
- Independence and committee service: Donnelly is independent and serves on the Audit Committee, aligning with governance best practices for financial oversight .
- Attendance: Board-level disclosure indicates strong attendance culture; no director fell below 75% in 2024 (Donnelly joined in 2025) .
- Ownership alignment: No beneficial holdings disclosed for Donnelly as of March 21, 2025; near-term alignment would be stronger once he accumulates shares via equity grants or open-market purchases .
- Controlled company status: Although BSBK is a controlled company, the Board currently maintains majority independence (excluding CEO), which supports investor confidence .
- Director retirement plan: Legacy unfunded, non-qualified pension plan (frozen to new entrants) includes a two-year non-compete and change-in-control accelerators; Donnelly, appointed in 2025, is not eligible—reducing future pension-related conflicts but legacy benefits remain for prior directors .
- Related-party/loans: Loans to directors/officers were on market terms per regulation; performing and without preferential treatment at 12/31/2024—no adverse related-party exposure noted .
- Hedging policy: Company has not adopted a hedging policy for officers/directors/employees. RED FLAG for alignment risk (industry best practice typically restricts hedging/pledging for directors) .
- Committee leadership transition: Audit Chair role transitioning to John Masterson on May 20, 2025; continuity risk appears limited given experienced leadership .
Overall: Donnelly adds pertinent legal/real estate expertise and is independent with Audit Committee membership. The main governance watch item is BSBK’s lack of a hedging policy, and Donnelly’s absence of disclosed share ownership as of March 21, 2025—investors may look for subsequent equity accumulation to strengthen alignment .