William Hanson
About William Hanson
William Hanson is an independent director of Bogota Financial Corp. (BSBK). He has served as President of NAI James E. Hanson, a commercial real estate firm, since 1993, with 30+ years of experience across sales, leasing, investment, property management, and ownership; age 61; BSBK director since 2022 . BSBK is a controlled company under NASDAQ rules, but all directors other than the CEO are considered independent; Hanson is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NAI James E. Hanson | President | Since 1993 | Deep CRE expertise in BSBK’s market area; experience across sales, leasing, investment strategies, property management, and ownership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Independence: Independent director; BSBK is a “controlled company,” yet all directors except the CEO are independent under NASDAQ standards .
- Board leadership: Independent Chair (Steven M. Goldberg), with CEO and Chair roles separated to enhance oversight .
- Committee assignments and chairs (as of March 21, 2025): Hanson serves on Audit, Compensation, and Governance & Nominating; not a chair .
- Attendance: Board met 4 times (Holding Co.) and 12 times (Bank) in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
| Committee | Member | Chair? | Meetings in 2024 |
|---|---|---|---|
| Audit | Hanson | No | 4 |
| Compensation | Hanson | No | 2 |
| Governance & Nominating | Hanson | No | 1 |
| Board (Holding Co.) | Director | — | 4 |
| Board (Bank) | Director | — | 12 |
| Attendance compliance | Hanson | ≥75% (no director <75%) | — |
Additional committee context:
- Audit Committee currently chaired by Steven M. Goldberg, with transition to John Masterson as chair beginning May 20, 2025; Hanson is a member. Goldberg qualifies as an SEC-defined “audit committee financial expert” .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $78,852 |
| All other compensation | — |
Director retirement plan (non-qualified, frozen to new entrants since April 30, 2022):
- Benefit equals 100% of average annual retainer (highest three-year average), paid for the same number of months served (cap 120 months); two-year non-compete post-separation; CIC treatment includes crediting service to 10 years if separation within three years, and acceleration/alternate payment timing if within two years; disability and survivor benefits defined; forfeiture for cause .
Performance Compensation
| Element | Detail |
|---|---|
| Performance-based pay (director) | None disclosed for Hanson; 2024 director compensation for Hanson consisted solely of cash fees |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No external public company boards disclosed; no interlocks reported |
Expertise & Qualifications
- Commercial real estate leadership (President of NAI James E. Hanson since 1993) with comprehensive operational and market experience in BSBK’s footprint .
- Board values his CRE and local market knowledge; no audit committee financial expert designation for Hanson (committee expert is Goldberg) .
Equity Ownership
| Item | Shares/Value | Notes |
|---|---|---|
| Total beneficial ownership | 8,584 shares | Less than 1% |
| Ownership % of outstanding | ≈0.066% (8,584 / 13,008,964) | Based on 13,008,964 shares outstanding |
| Unvested RSUs | 0 (not listed among directors with unvested RS) | Footnote lists unvested RS for Goldberg, Masterson, Reiner only |
| Stock options (exercisable/unexercisable) | 0 (not listed among directors with options) | Footnote lists options for Goldberg, Masterson, Reiner only |
| Pledged shares | None (no named individual has pledged shares) |
Governance Assessment
- Committee load and independence: Hanson’s triple-committee service (Audit, Compensation, Governance & Nominating) signals active oversight and board engagement; independence is affirmed under NASDAQ rules .
- Attendance: Compliance with ≥75% threshold and full director attendance at the annual meeting supports reliability and engagement .
- Alignment: Hanson’s equity exposure is modest (≈0.066% of shares outstanding), with no unvested RS or options disclosed; cash-only director pay in 2024 reduces market-linked alignment but avoids equity windfalls .
- Controlled company context: Majority ownership by Bogota Financial, MHC (65.35%) reduces public shareholders’ influence; however, board independence (except CEO) and separation of Chair/CEO roles are positives .
- Related-party and conflicts: Proxy states no transactions affecting independence; insider loans follow standard bank terms and regulations; no related-party transactions with Hanson’s firm disclosed .
RED FLAGS and Watch Items:
- Hedging policy: Company has not adopted a hedging policy for directors/officers/employees—a governance alignment gap relative to best practice .
- Director retirement plan: Generous non-qualified director retirement benefits with CIC protections may be viewed as entrenching and not strictly pay-for-performance; includes non-compete obligations but still adds fixed post-service value .
- Controlled-company status: MHC control ensures outcomes on director elections and auditor ratification; investors should factor reduced leverage of public float .
Overall, Hanson appears independent, engaged, and experienced in local CRE, with substantial committee responsibilities. The primary governance concerns reside at the company level (no hedging policy; controlled-company status; director retirement plan), rather than with Hanson-specific conflicts, equity pledging, or attendance issues .