🧾 What This Document Is

This is a proxy statement, a formal document a company sends to its shareholders ahead of an annual meeting. Its main job is to give you, the owner, the information you need to vote on important company matters. Think of it as the agenda and voter guide for your annual shareholder meeting.

👉 In simple terms: It’s your packet for the company’s yearly shareholder meeting, telling you what you’re voting on, who’s running the show, and how the bosses get paid.

🏢 What The Company Does

Bogota Financial Corp. (ticker: BSBK) is the holding company for Bogota Savings Bank. A holding company is like a parent that owns the operating company (the bank). They are a community bank focused on taking deposits and making loans.

👉 Why it matters: As a shareholder, you own a piece of this parent company, which in turn owns the bank. Your votes help shape its leadership and direction.

🗳️ Your Vote & The Meeting Details

Meeting: Thursday, May 14, 2026, at 11:00 a.m. ET. Location: Teaneck Marriott at Glenpointe, 100 Frank W. Burr Boulevard, Teaneck, New Jersey. Record Date: You must have owned shares by March 20, 2026, to vote. Your Shares: As of that date, there were 12,919,366 shares outstanding. Bogota Financial, MHC (the mutual holding company) owns 8,504,556 shares (65.83%), giving it controlling power over all vote outcomes.

How to Vote: You can vote by mail, online at www.cstproxyvote.com, or by phone at 1 (866) 894-0536. The deadline for online/phone votes is 11:59 p.m. ET on May 13, 2026.

👉 The Big Picture: Because the mutual holding company (MHC) owns over 50%, its votes will decide every item. However, your vote still counts towards establishing a quorum and showing shareholder sentiment.

📋 The 4 Proposals You're Voting On

The Board unanimously recommends voting FOR Proposals 1, 2, and 3, and for ONE YEAR on Proposal 4.

Elect Two Directors: Vote for Peter T. Donnelly and John Masterson to serve 3-year terms.
Ratify the Auditor: Approve the appointment of S.R. Snodgrass, P.C. as the independent accounting firm for 2026.
"Say on Pay" (Advisory Vote): A non-binding vote to approve the compensation of the top executives.
"Say on Frequency" (Advisory Vote): Choose how often you want to vote on executive compensation: every year, every two years, or every three years. The Board recommends ONE YEAR.

👥 Meet the Leadership & Board

The Board has 5 members. Because the MHC is the controlling shareholder, the company is a "controlled company" and exempt from some NASDAQ rules, but it still maintains independent directors.

Director Nominees for 2026:

Peter T. Donnelly (Age 57): Attorney specializing in commercial real estate.
John Masterson (Age 66): Former Goldman Sachs managing director; brings financial and capital markets expertise.

Continuing Directors:

Kevin Pace (Age 47): President & CEO (the only non-independent director).
William Hanson (Age 62): Commercial real estate firm president.
John G. Reiner (Age 60): Insurance agency owner & CEO.

Key Executives (Named Executive Officers):

Kevin Pace: CEO
Brian McCourt: CFO
Robert Walsh: Former Chief Lending Officer (retired March 31, 2026).

💰 Executive Compensation: How The Top Bosses Get Paid

The company uses a mix of salary, bonuses, and long-term incentives to pay its leaders.

2025 Pay Highlights:

Kevin Pace (CEO): Total Comp $758,952 (Salary: $400k, Bonus: $300k, Other: $58,952).
Brian McCourt (CFO): Total Comp $439,103 (Salary: $292,512, Bonus: $100k, Other: $46,591).
Robert Walsh (Former CLO): Total Comp $306,705.

Bonus Plan: Bonuses are based on bank-wide performance (like net income) and individual goals. For 2025, Pace earned a $300k bonus, McCourt $100k, and Walsh $50k.

Equity: Executives hold stock options and restricted stock that vest over time, aligning their interests with shareholders. No new options were granted in 2025.

Employment Agreement (CEO Pace): He has a 2-year rolling contract. If fired without cause or he quits for "good reason," he gets 24 months of salary as severance. If it happens after a "change in control" (like a sale), severance jumps to 2x (salary + average bonus).

👉 Why it matters: This section shows you how executive pay is tied to company performance and what protections they have if the company is sold.

⚖️ Corporate Governance: How The Company is Run

The Board has three key committees, all made up of independent directors:

Audit Committee (Chair: John Masterson): Oversees financial reporting and the auditor.
Compensation Committee: Sets pay for executives and directors.
Governance & Nominating Committee: Identifies and recommends director candidates.

Stock Ownership: Directors and executives are encouraged to own company stock. For example, CEO Pace owns about 119,166 shares, and Chairman Masterson owns about 210,483 shares.

Related Party Transactions: The document confirms that any loans made to directors or executives are in the ordinary course of business, at market rates, and comply with banking regulations—no special deals.

🔮 What's Next & Key Dates

April 9, 2026: Proxy materials mailed to shareholders.
May 7, 2026: Deadline for ESOP and 401(k) plan participants to submit voting instructions.
May 13, 2026, 11:59 PM ET: Deadline for online/phone votes.
May 14, 2026, 11:00 AM ET: Annual Meeting of Shareholders.
December 10, 2026: Deadline for shareholders to submit proposals for the next annual meeting.

🧠 The Analogy

Think of this annual meeting like your company's "shareholder town hall." The proxy statement is the agenda packet mailed to your home. It lists the topics for discussion (director elections, auditor hire), provides bios of the people running for board seats (your neighborhood representatives), and shows you the detailed pay stubs of the company's managers. Even though one large family (the MHC) owns most of the town and will decide the votes, you still get to show up, cast your ballot, and make your voice heard on the record.

🧩 Final Takeaway

This proxy statement is your guide to the upcoming annual meeting for Bogota Financial Corp. The key takeaways are: vote (even though the controlling MHC will decide the outcome), rubber-stamp the board's choices for directors, auditor, and executive pay, and review how leadership is compensated and governed. The company is stable, controlled by a mutual holding company, and operating with a standard governance structure for a small public bank.

Bogota Financial Corp. — DEF 14A Filing