Robert Walsh
About Robert Walsh
Robert Walsh, age 73, is Executive Vice President and Chief Lending Officer at Bogota Financial Corp. (Bogota Savings Bank) and has served in this role since February 2021 following Bogota’s acquisition of Gibraltar Bank, where he was President and CEO from January 2016 to February 2021 . He has over 30 years of executive experience in banking and mortgage banking and disclosed a personal bankruptcy in 2018 that was subsequently discharged . His 2024 incentive opportunity was tied to an Executive Bonus Plan based on bank-wide profitability (net income), relative ROA/ROE/efficiency ratio versus peers, and individual strategic/safety-and-soundness goals; he earned a $40,000 cash bonus for 2024 under this plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gibraltar Bank | President & Chief Executive Officer | 2016–Feb 2021 | Led the institution until its acquisition by Bogota Financial in Feb 2021, then transitioned to BSBK as EVP & Chief Lending Officer . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 220,000 | 220,000 |
| All Other Compensation ($) | 31,694 (401(k) $19,364; ESOP $12,330) | 33,914 (401(k) $21,584; ESOP $12,330) |
| Total Cash + Other ($) | 251,694 | 253,914 |
Notes:
- All Other Compensation detail for 2024: 401(k) $21,584; ESOP $12,330 (total $33,914) .
- The proxy excludes perquisites that do not exceed $10,000 per Named Executive Officer .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Executive Bonus Plan (FY2024) | Bank net income; relative ROA/ROE/efficiency vs peer group; individual goals aligned to strategic plan, safety/soundness, and budget income | Weighted goals (specific weights not disclosed) | Not disclosed | $40,000 cash bonus earned for 2024 | Paid in cash as soon as practicable and no later than 2.5 months after year-end |
Additional context:
- Each performance goal under the plan is weighted; participants must be employed on the last day of the plan year to receive the award .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 14,053 (includes 1,263 in 401(k), 5,221 ESOP, and 4,500 options exercisable within 60 days of 3/21/2025) |
| % of Shares Outstanding | <1% (based on 13,008,964 shares outstanding as of 3/21/2025) |
| Shares Pledged as Collateral | None indicated; unless otherwise noted, named individuals have not pledged shares |
| Hedging Policy | Company has not adopted a hedging policy for officers/directors/employees (ability to hedge not prohibited) |
| Insider Trading Controls | Section 16 officers must pre-clear transactions; directors/certain officers face blackout periods |
Outstanding equity awards as of 12/31/2024:
| Award Type | Exercisable | Unexercisable | Strike | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Non-qualified Stock Options | 4,500 | 3,000 | $10.45 | 9/2/2031 | Five approximately equal annual installments; first vesting occurred 9/2/2022 (remaining installments expected around 9/2/2025 and 9/2/2026 based on schedule) |
| Restricted Stock/RSUs | — | — | — | — | — |
Observations:
- At 12/31/2024, closing stock price was $7.50, implying Walsh’s options (strike $10.45) were out-of-the-money at year-end .
- The company did not grant stock options to executive officers during 2024; grants are not timed around material disclosures per policy .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Not described for Mr. Walsh in “Agreements and Benefit Plans”; the proxy details a two-year auto-renewing employment agreement for CEO Kevin Pace and a separate change-in-control agreement for CFO Brian McCourt, with no corresponding agreement disclosed for Mr. Walsh . |
| Severance/Change-in-Control | Not disclosed for Mr. Walsh; CEO and CFO severance economics summarized in the proxy but do not apply to Mr. Walsh . |
| Non-Compete/Non-Solicit | Not disclosed for Mr. Walsh . |
| Start Date in Current Role | EVP & Chief Lending Officer since February 2021 (post-acquisition of Gibraltar Bank) . |
Risk Indicators and Red Flags
- Personal bankruptcy disclosed in 2018 (discharged), which may present reputational risk considerations for certain stakeholders .
- No corporate hedging policy prohibits executives from hedging/offsetting declines in company stock; this weakens alignment safeguards versus best practice peers .
- Options are currently out-of-the-money at 12/31/2024 ($7.50 close vs. $10.45 strike), reducing near-term exercise-driven selling pressure but also diminishing equity-based incentive value for Walsh .
- No pledging of shares indicated for Walsh, mitigating a common alignment red flag .
Compensation Structure Analysis
- Mix skewed to cash: Walsh received salary plus cash bonus with no 2024 equity grant, and holds only legacy 2021 options (no RSUs/PSUs), indicating limited incremental equity-at-risk for 2024 .
- Pay-for-performance link: Bonus plan explicitly ties to profitability, relative efficiency/returns vs peers, and individual objectives; however, specific weights and targets are not disclosed at the executive level, limiting transparency into payout calibration .
- No tax gross-ups, clawbacks, or deferred compensation specifics disclosed for Walsh; perquisites below disclosure threshold are excluded .
Say-on-Pay and Shareholder Feedback
- The 2025 proxy does not report say-on-pay outcomes or related shareholder engagement details in the sections reviewed; no executive-specific pay vote feedback for Mr. Walsh is disclosed .
Expertise & Qualifications
- Over 30 years of executive leadership across banking and mortgage banking, including leading Gibraltar Bank pre-acquisition and serving as Chief Lending Officer post-merger .
- Current role focuses on credit and lending, a core earnings lever for a community bank .
Investment Implications
- Alignment: Absence of a hedging prohibition and no pledging indicated create a mixed alignment profile; while pledging risk is low, the lack of a hedging policy and limited fresh equity at-risk (no 2024 grants; options OTM) reduce incentive alignment strength for Walsh .
- Retention: No disclosed employment or CIC agreement for Walsh suggests lower contractual retention costs and potentially higher mobility/retention risk versus CEO/CFO who have formal protections; however, remaining unvested options (3,000) vesting through 2026 offer modest retention hooks .
- Performance linkage: Bonus design ties to profitability and relative efficiency/returns, which are core drivers of bank value, but lack of disclosed weights/targets limits external assessment of pay-for-performance rigor; 2024 payout of $40,000 indicates at least threshold/target achievement on plan measures .
- Trading pressure: With options out-of-the-money at year-end and no RSUs, near-term insider selling pressure from vesting appears limited; incremental supply could arise only if price exceeds the $10.45 strike, enabling exercises .
Sources: Bogota Financial Corp. 2025 DEF 14A Proxy Statement .