SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.             )

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Bogota Financial Corp.

(Name of Registrant as Specified In Its Charter)

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May 22, 2020

Dear Fellow Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Bogota Financial Corp., the holding company for Bogota Savings Bank. This is our first annual meeting since we completed our initial public offering in January of this year.

We will hold the meeting at the Teaneck Marriott at Glenpointe, 100 Frank W. Burr Boulevard, Teaneck, New Jersey on Tuesday, June 30, 2020 at 11:00 a.m., local time. The notice of annual meeting and the proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. We are monitoring the emerging public health impact of the coronavirus (COVID-19). The health and well-being of our employees, shareholders, directors, officers and other stakeholders are paramount. If public health developments warrant, we may change the date or location of the annual meeting, including the possibility that we may hold the annual meeting through a “virtual” or online method. Any such change will be announced as promptly as practicable, through a filing with the Securities and Exchange Commission and on our website, as well as any other notification required by state law.

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To ensure your shares are represented, we urge you to vote promptly by completing and mailing the enclosed proxy card or via the Internet or telephone. Voting instructions appear on the enclosed proxy card. If you attend the meeting, you may vote in person even if you have previously mailed a proxy card or voted by Internet or by telephone.

We look forward to seeing you at the meeting.

Sincerely

Joseph Coccaro

President and Chief Executive Officer

Bogota Financial Corp.

819 Teaneck Road

Teaneck, New Jersey 07666

(201) 862-0660

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE	11:00 a.m., local time, Tuesday, June 30, 2020
PLACE	The Teaneck Marriott at Glenpointe
	100 Frank W. Burr Boulevard
	Teaneck, New Jersey 07666
ITEMS OF BUSINESS	(1)   The election of two directors to serve for a term of three years;
	(2)   The ratification of the appointment of Crowe LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2020; and
	(3)   The transaction of any other business that may properly come before the meeting and any adjournment or postponement of the meeting. (Note: The Board of Directors is not aware of any other business to come before the meeting.)
RECORD DATE	To vote, you must have been a stockholder as of the close of business on May 11, 2020.
PROXY VOTING	It is important that your shares be represented and voted at the meeting. You can vote your shares via the Internet or telephone or by mail by completing and returning the accompanying proxy card in the accompanying self-addressed envelope. Voting instructions are printed on the proxy card. You may revoke a proxy at any time before its exercise at the meeting by following the instructions in the accompanying proxy statement.
	BY ORDER OF THE BOARD OF DIRECTORS
	Susanne C. Hartmann-Silva Corporate Secretary

Teaneck, New Jersey

May 22, 2020

BOGOTA FINANCIAL CORP.

PROXY STATEMENT

GENERAL INFORMATION

Bogota Financial Corp. is providing this proxy statement to you in connection with the solicitation of proxies by its Board of Directors only for use at the 2020 annual meeting of stockholders and for any adjournment or postponement of the annual meeting. In this proxy statement, we may also refer to Bogota Financial Corp. as “Bogota Financial,” “we,” “our” or “us.” Bogota Savings Bank is the wholly-owned subsidiary of Bogota Financial. Bogota Financial is the majority-owned subsidiary of Bogota Financial, MHC, a mutual holding company.

We will hold the annual meeting at the Teaneck Marriott at Glenpointe, 100 Frank W. Burr Boulevard, Teaneck, New Jersey on Tuesday, June 30, 2020 at 11:00 a.m., local time. We are monitoring the emerging public health impact of the coronavirus (COVID-19). The health and well-being of our employees, shareholders, directors, officers and other stakeholders are paramount. If public health developments warrant, we may change the date or location of the annual meeting, including the possibility that we may hold the annual meeting through a “virtual” or online method. Any such change will be announced as promptly as practicable, through a filing with the Securities and Exchange Commission and on our website, as well as any other notification required by state law.

We intend to mail this proxy statement and a proxy card to stockholders of record beginning on or about May 22, 2020.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 30, 2020

This proxy statement and our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, are available on the Internet at www.cstproxy.com/bogotafinancialcorp/2020. The Annual Report includes our audited consolidated financial statements for the fiscal year ended December 31, 2019.

INFORMATION ABOUT VOTING

Who May Vote at the Meeting

You are entitled to vote your shares of Bogota Financial common stock that you owned as of the close of business on May 11, 2020. As of the close of business on that date, 13,157,525 shares of common stock were outstanding, of which 7,236,640 shares were owned by Bogota Financial, MHC and the remaining 5,920,885 shares were owned by public stockholders. Each share of common stock has one vote.

Our Articles of Incorporation provide that record holders of our common stock who beneficially own, either directly or indirectly, more than 10% of our outstanding shares (other than Bogota Financial, MHC) are not entitled to any vote with respect to the shares held in excess of the 10% limit.

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Ownership of Shares

You may own your shares of common stock of Bogota Financial in one or more of the following ways:

• Directly in your name as the stockholder of record;

• Indirectly through a broker, bank or other holder of record in “street name”; or

• Indirectly through the Bogota Savings Bank 401(k) Savings Plan (the “401(k) Plan”) or the Bogota Savings Bank Employee Stock Ownership Plan (the “ESOP”).

If your shares are registered directly in your name, you are the holder of record of those shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us to vote at the annual meeting or you may vote in person at the annual meeting.

If you hold your shares in “street name,” you are considered the beneficial owner of your shares and your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by completing a voting instruction form provided by your broker, bank or other holder of record that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Refer to the voting instruction form that accompanies your proxy materials. If you want to vote your shares of common stock held in street name in person at the annual meeting, you must obtain a written proxy in your name from the broker, bank or other holder who is the record holder of your shares.

If you own shares of common stock indirectly through the 401(k) Plan or are a participant in the ESOP, see “Participants in the ESOP and 401(k) Plan” below.

Attending the Meeting

Stockholders are invited to attend the annual meeting. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. Examples of proof of ownership are a recent brokerage account statement or a letter from your bank or broker.

Quorum and Vote Required

Quorum. We will have a quorum and be able to conduct the business of the annual meeting if a majority of the outstanding shares of Bogota Financial common stock entitled to vote, represented in person or by proxy, are present at the meeting.

Votes Required for Proposals. At this year’s annual meeting, stockholders will elect two directors to serve for a term of three years. In voting on the election of directors (Proposal 1), you may vote in favor of the nominees or withhold your vote as to any or all of the nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality of the votes cast at the annual meeting. This means that the nominees receiving the largest number of votes cast will be elected up to the maximum number of directors to be elected at the annual meeting.

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In voting on the ratification of the appointment of the independent registered public accounting firm (Proposal 2), you may vote in favor of the proposal, against the proposal or abstain from voting. The affirmative vote of a majority of the votes cast at the annual meeting is required to approve this proposal.

Because Bogota Financial, MHC owns more than 50% of the outstanding shares of Bogota Financial common stock, the votes cast by Bogota Financial, MHC will ensure the presence of a quorum and will decide the outcome of the vote on the election of directors (Proposal 1) and the ratification of the appointment of the independent registered public accounting firm (Proposal 2).

Effect of Not Casting Your Vote

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors (Item 1). Current regulations restrict the ability of your bank, broker or other holder of record to vote your shares in the election of directors and certain other matters on a discretionary basis. Therefore, if you hold your shares in street name and you do not instruct your bank, broker or other holder of record on how to vote in the election of directors, no votes will be cast on your behalf. These are referred to as “broker non-votes.” Your bank, broker or other holder of record, however, does continue to have discretion to vote any shares for which you do not provide instructions on how to vote on the ratification of the appointment of the independent registered public accounting firm (Item 2). If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the annual meeting.

How We Count the Votes

If you return valid proxy instructions or attend the meeting in person, we will count your shares to determine whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted to determine the existence of a quorum.

In the election of directors, votes that are withheld and broker non-votes will have no effect on the outcome of the election.

In counting votes on the proposals to ratify the appointment of the independent registered public accounting firm, broker non-votes and abstentions will have no effect on the outcome of this proposal.

Voting by Proxy

The Board of Directors of Bogota Financial is sending you this proxy statement to request that you allow your shares of Bogota Financial common stock to be represented at the annual meeting by the persons named on the proxy card. All shares of Bogota Financial common stock represented at the annual meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by our Board of Directors.

The Board of Directors unanimously recommends a vote:

• “FOR” each nominee for director; and

• “FOR” the ratification of the appointment of Crowe LLP to serve as the independent registered public accounting firm for the year ending December 31, 2020.

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If any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy card will use their judgment as to how to vote your shares. This includes a motion to adjourn or postpone the annual meeting to solicit additional proxies. If the annual meeting is postponed or adjourned, your common stock may be voted by the persons named in the proxy card on the new meeting date as well, unless you have revoked your proxy. We do not know of any other matters to be presented at the annual meeting.

Voting via the Internet or Telephone

Instead of voting by mailing a proxy card, registered stockholders can vote their shares of Bogota Financial common stock via the Internet or telephone. The Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for Internet and telephone voting are set forth on the proxy card. The deadline for voting via the Internet or by telephone is 11:59 p.m., Eastern Time, on June 29, 2020.

Revoking Your Proxy

Whether you vote by mail or via the Internet or by telephone, if you are a registered stockholder, you may later revoke your proxy by:

• sending a written statement to that effect to our Corporate Secretary;

• submitting a properly signed proxy card with a later date;

• voting via the Internet or by telephone at a later time so long as such vote is received by the applicable time and date set forth above for registered stockholders; or

• voting in person at the annual meeting (Note: Attendance at the annual meeting will not in itself constitute revocation of your proxy).

If you hold your shares through a bank, broker, trustee or nominee and you have instructed the bank, broker, trustee or nominee to vote your shares, you must follow the directions received from your bank, broker, trustee or nominee to change those instructions.

Participants in the ESOP and the 401(k) Plan

If you are a participant in the ESOP, you will receive a voting instruction card that reflects all the shares that you may direct the ESOP trustee to vote on your behalf under the ESOP. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but you may direct the trustee how to vote the shares of Bogota Financial common stock allocated to your ESOP account. The ESOP trustee will vote all unallocated shares of Bogota Financial common stock held by the ESOP, all allocated shares for which no voting instructions are received and all allocated shares for which participants have voted “abstain” in the same proportion as shares for which it has received timely voting instructions. Under the ESOP, since no shares have been allocated to the participants at the time of the stockholder vote, you will be deemed to have one share for purposes of giving such voting instructions.    

If you hold Bogota Financial common stock in the 401(k) Plan, you will receive a voting instruction card that reflects all shares that you may direct the 401(k) Plan trustee to vote on your behalf under the 401(k) Plan. Under the terms of the 401(k) Plan, you may direct the 401(k) Plan trustee how to vote the shares allocated to your account. If the 401(k) Plan trustee does not receive your voting instructions, the 401(k) Plan trustee will be instructed to vote your shares in the same proportion as the voting instructions received from other 401(k) Plan participants.

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The deadline for returning your voting instruction cards to the ESOP trustee and/or the 401(k) Plan trustee is June 22, 2020.

CORPORATE GOVERNANCE

General

We periodically review and adopt corporate governance policies and procedures to ensure that we meet the highest standards of ethical conduct, report results with accuracy and transparency and fully comply with the laws, rules and regulations that govern our operations.

Director Independence

The Board of Directors currently consists of five members. Because Bogota Financial, MHC owns a majority of our outstanding common stock, we are a “controlled company” within the meaning of the NASDAQ corporate governance guidelines. As a “controlled company,” we are exempt from certain requirements, including that a majority of our Board of Directors be independent under those standards, and that executive compensation and director nominations be overseen by independent directors. However, at the present time, all of our directors are considered independent under the listing standards of the NASDAQ Stock Market, except for Joseph Coccaro, who serves as President and Chief Executive Officer of Bogota Financial and Bogota Savings Bank. There were no transactions that the Board of Directors needed to review that are not required to be reported under “Other Information Relating to Directors and Executive Officers—Transactions With Related Persons” that would bear in the determination of the independence of the directors.

Board Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors has determined that the separation of the offices of Chairman of the Board and President and Chief Executive Officer enhances Board independence and oversight. Moreover, the separation of these offices allows the President and Chief Executive Officer to better focus on his growing responsibilities of managing the daily operations of Bogota Financial and Bogota Savings Bank, while allowing the Chairman of the Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. Steven M. Goldberg currently serves as the Chairman of the Board and is considered independent under the listing standards of the NASDAQ Stock Market.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks Bogota Financial faces, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors must ensure that the risk management processes designed and implemented by management are adequate and functioning as designed. Senior management also attend Board meetings and are available to address any questions or concerns raised by the Board of Directors on risk management and any other matters.

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Committees of the Board of Directors

The following table identifies Bogota Financial’s standing committees and their members as of May 11, 2020. All members of each committee are independent in accordance with the listing requirements of the NASDAQ Stock Market. Each committee operates under a written charter that is approved by the Board of Directors that governs its composition, responsibilities and operation. Each committee reviews and reassesses the adequacy of its charter at least annually. The charters of all three committees are available in the Corporate Governance portion of the Investor Relations section of Bogota Savings Bank’s website (www.bogotasavingsbank.com).

Director	Audit Committee			Compensation Committee			Governance and Nominating Committee
Joseph Coccaro
Bruce H. Dexter					X
Gary Gensheimer		X			X	*		X
Steven M. Goldberg		X	*		X			X
John Masterson		X			X			X	*
Number of meetings in 2019**		—			—			—

* Chairperson of the committee.

** Bogota Financial was incorporated in September 2019 and became the bank holding company for Bogota Savings Bank in January 2020. During 2019, Bogota Financial did not conduct any business activities other than organizational activities.

Audit Committee. The Audit Committee meets periodically with the independent registered public accounting firm and management to review accounting, auditing, internal control structure and financial reporting matters. The committee also receives and reviews the reports and findings and other information presented to them by Bogota Financial’s officers regarding financial reporting policies and practices. The Audit Committee also reviews the performance of Bogota Financial’s independent registered public accounting firm, the internal audit function and oversees policies associated with financial risk assessment and risk management. The Audit Committee selects the independent registered public accounting firm and meets with them to discuss the results of the annual audit and any related matters. The Board of Directors believes that Mr. Goldberg qualifies as an “audit committee financial expert” as such term is defined by the rules and regulations of the Securities and Exchange Commission.

Compensation Committee. The Compensation Committee approves the compensation objectives for Bogota Financial and Bogota Savings Bank, establishes the compensation for the Chief Executive Officer and other executives and establishes personnel policies. The Compensation Committee reviews all components of compensation including base salary, bonus, benefits and other perquisites. The Chief Executive Officer makes recommendations to the Compensation Committee from time to time regarding the appropriate mix and level of compensation for other officers. Decisions by the Compensation Committee with respect to the compensation of executive officers are approved by the full Board of Directors.

The Compensation Committee also considers the appropriate levels and form of director compensation and makes recommendations to the Board of Directors regarding director compensation.

Governance and Nominating Committee. The Governance and Nominating Committee takes a leadership role in shaping governance policies and practices, including recommending to the Board of Directors the corporate governance policies and guidelines applicable to Bogota Financial and monitoring compliance with these policies and guidelines. In addition, the Governance and Nominating Committee is responsible for identifying individuals qualified to become Board members and recommending to the Board the director nominees for election at the next annual meeting of stockholders. It recommends director candidates for each committee for appointment by the Board.

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Considerations Respecting Director Nominees and Candidates

Minimum Qualifications for Director Nominees. The Board of Directors has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in our Bylaws, which include an age limitation provision and a requirement that the candidate not have been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board of Directors or committee governing documents.

If a candidate is deemed eligible for election to the Board of Directors, the Board of Directors will then evaluate the following criteria in selecting nominees:

• contributions to the range of talent, skill and expertise of the Board of Directors;

• financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and ability to read and understand financial statements;

• familiarity with our market area and participation in and ties to local businesses and local civic, charitable and religious organizations;

• personal and professional integrity, honesty and reputation;

• the ability to represent the best interests of our stockholders and the best interests of Bogota Financial;

• the need for gender and ethnic diversity on the Board;

• current equity holdings in Bogota Financial;

• the ability to devote sufficient time and energy to the performance of his or her duties; and

• independence, as that term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria.

The Board of Directors also will consider any other factors it deems relevant, including competition, size of the Board of Directors and regulatory disclosure obligations.

When nominating an existing director for re-election to the Board of Directors, the Board of Directors will consider and review an existing director’s attendance and performance at Board meetings and at meetings of committees on which he or she serves; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.

Director Nomination Process. The process that the Board of Directors follows to identify and evaluate individuals to be nominated for election to the Board of Directors is as follows:

For purposes of identifying nominees for the Board of Directors, the Board of Directors relies on personal contacts of the committee members and other members of the Board of Directors, as well as its knowledge of members of the communities Bogota Savings Bank serves. The Board of Directors will also consider director candidates recommended by stockholders according to the policy and procedures set forth below. The Board of Directors has not used an independent search firm to identify nominees.

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In evaluating potential nominees, the Board of Directors determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Board of Directors will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.

Consideration of Director Candidates Recommended by Stockholders. The Board of Directors will consider director candidates recommended by stockholders who appear to be qualified to serve on our Board of Directors. However, the Board of Directors may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Board of Directors does not perceive a need to increase the size of the Board of Directors. The Board of Directors will consider only those director candidates recommended by stockholders in accordance with the procedures set forth below.

Procedures to be Followed by Stockholders. To submit a recommendation of a director candidate to the Board of Directors, a stockholder should submit the following information in writing, addressed to the Chairman of the Board of Directors, care of the Corporate Secretary, at our main office:

• A statement that the writer is a stockholder and is proposing a candidate for consideration by the Board of Directors;

• The name and address of the stockholder as they appear on our books, and of the beneficial owner, if any, on whose behalf the nomination is made;

• The class or series and number of shares of our capital stock that are owned beneficially or of record by such stockholder and such beneficial owner;

• A description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder;

• A representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the stockholder’s notice;

• The name, age, personal and business address and the principal occupation of the candidate;

• The candidate’s written consent to serve as a director;

• A statement of the candidate’s business and educational experience and all other information relating to such person that would indicate such person’s qualification to serve on the Board of Directors; and

• Such other information regarding the candidate or the stockholder as would be required to be included in our proxy statement pursuant to Regulation 14A of the Securities and Exchange Commission.

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For a director candidate to be considered for nomination at an annual meeting of stockholders, the Board of Directors must receive the recommendation at least 120 calendar days before the date our proxy statement for the previous year’s annual meeting, advanced by one year.

Board and Committee Meetings

The business of Bogota Financial and Bogota Savings Bank is conducted through meetings and activities of their respective Board of Directors and committees. Bogota Financial was incorporated in September 2019 and became the bank holding company for Bogota Savings Bank in January 2020. During the year ended December 31, 2019, the Board of Directors of Bogota Financial held one meeting and the Board of Directors of Bogota Savings Bank held twelve meetings. No director attended fewer than 75% of the total meetings of the Board of Directors and of the committees on which that director served.

Director Attendance at Annual Meeting

While Bogota Financial has no formal policy on director attendance at annual meetings of stockholders, directors are encouraged to attend. This annual meeting is our first since we completed our initial public offering in January of this year.

Code of Ethics for Senior Officers

We have adopted a Code of Ethics for Senior Officers, which includes our principal executive officer and principal financial officer. The Code of Ethics for Senior Officers addresses conflicts of interest, the treatment of confidential information, and compliance with applicable laws, rules and regulations. In addition, it is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations. The Code of Ethics for Senior Officers is available in the Corporate Governance portion of the Investor Relations section of Bogota Savings Bank’s website (www.bogotasavingsbank.com). Any amendments to and waivers from the Code of Ethics for Senior Officers will be disclosed in the Investor Relations section of Bogota Savings Bank’s website.

REPORT OF THE AUDIT COMMITTEE

Bogota Financial’s management is responsible for Bogota Financial’s internal controls and financial reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles in the United States of America (“GAAP”). The Audit Committee oversees Bogota Financial’s internal controls and financial reporting process on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the financial statements were prepared in accordance with GAAP and the Audit Committee has reviewed and discussed the financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm all matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public

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Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence from Bogota Financial and its management. In concluding that the registered public accounting firm is independent, the Audit Committee considered, among other factors, whether any non-audit services provided by the firm were compatible with its independence.

The Audit Committee discussed with the independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of Bogota Financial’s internal controls, and the overall quality of its financial reporting.

In performing these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of Bogota Financial’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in its report, expressed an opinion on the conformity of Bogota Financial MHC’s consolidated financial statements to GAAP. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the financial statements are presented in accordance with GAAP, that the audit of the financial statements has been carried out in accordance with GAAP or that the independent registered public accounting firm is “independent.”

In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in Bogota Financial’s Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the Securities and Exchange Commission. The Audit Committee also has approved, subject to stockholder ratification, the selection of the independent registered public accounting firm for the year ending December 31, 2020.

This Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Bogota Financial specifically incorporates this information by reference, and shall not otherwise be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission under such Acts.

Audit Committee of the Board of Directors

of

Bogota Financial

Steven M. Goldberg, Chairman

Gary Gensheimer

John Masterson

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DIRECTORS’ COMPENSATION

The following table sets forth for the year ended December 31, 2019 certain information as to the total remuneration paid to directors other than Mr. Coccaro, who receives no compensation for being a director.

	Year Ended December 31, 2019
Name	Fees earned or paid in cash		All Other Compensation(1)		Total
Bruce H. Dexter	$	63,290	$	25,343	$	88,633
Gary Gensheimer		63,290		25,358		88,648
Steven M. Goldberg		79,115		25,358		104,473
John Masterson		63,290		29,595		92,885

(1) Amounts represent the costs for the director’s medical insurance for the year ended December 31, 2019. Bogota Savings Bank has historically provided the costs of medical insurance to its directors. However, this benefit will not be provided to any new directors.

Amended and Restated Director Retirement Plan

Bogota Savings Bank maintains the Bogota Savings Bank Amended and Restated Director Retirement Plan, which is an unfunded, non-qualified pension plan to provide post-retirement benefits to each non-employee director who separates from service after the later of attaining age 65 or ten years of service but no later than age 75. The monthly retirement benefit is 100% of a director’s average annual retainer paid over a three-year period during which the highest annual retainer was received and payable for the same number of months the director served on the board of directors, up to a period of 120 months. Upon separation from service, the director will be subject to a two-year non-competition restriction. If the director’s service is terminated for cause (as such term is defined in the plan), all benefits under the plan will be forfeited. If separation from service occurs within three years following a change in control, the director will be treated as having completed ten years of service. If the director’s separation from service occurs within two years following a change in control, the retirement benefit will commence within 30 days following separation from service, paid in either 120 equal monthly installments or, if the director elected before December 31, 2008, a lump sum. If the director dies during service, then the director’s beneficiary will receive a survivor’s benefit equal to the full retirement benefit commencing on the director’s benefit eligibility date (as such term is defined in the plan). If the director’s service is terminated due to disability, the director will be entitled to the benefit commencing the first day of the month following the month in which the disability determination was made.

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STOCK OWNERSHIP

The following table provides information as of May 11, 2020 about the beneficial owners known to Bogota Financial that own more than 5% of our outstanding common stock and the shares of common stock beneficially owned by each nominee for director, by each director continuing in office, by each named executive officer and by all directors and executive officers as a group. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting power and sole investment power with respect to the shares shown and none of the named individuals has pledged his or her shares.

	Number of Shares Owned			Percent of Common Stock Outstanding(1)
Bogota Financial, MHC 819 Teaneck Road Teaneck, NJ 07666		7,236,640			55.0	%
Directors:
Joseph Coccaro		25,000	(2)		*
Bruce H. Dexter		25,000	(3)		*
Gary Gensheimer		15,000	*
Steven M. Goldberg		25,000	(4)		*
John Masterson		63,452	*
Named Executive Officers Who Are Not Directors:
Brian McCourt		9,697	(5)		*
Kevin Pace		9,769	(6)		*
All directors and executive officers as a group (10 persons)		190,901			1.45	%

* Less than 1%.

(1) Based on 13,157,525 shares outstanding as of May 11, 2020.

(2) Includes 10,000 shares held by his spouse.

(3) Includes 10,000 shares held by his spouse.

(4) Includes 10,000 shares held by his spouse.

(5) All shares held under the 401(k) Plan.

(6) Includes 52 shares held under the 401(k) Plan.

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ITEMS OF BUSINESS TO BE VOTED ON BY STOCKHOLDERS

Item 1 — Election of Directors

Bogota Financial’s Board of Directors consists of five members. The Board of Directors is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year. The nominees for election are Steven M. Goldberg and John Masterson (each for a term of three years), each of whom currently serve as directors of both Bogota Financial and Bogota Savings Bank.

The Board of Directors intends to vote the proxies solicited by it in favor of the election of the nominees named above. If any nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, the Board of Directors knows of no reason why any nominee might be unable to serve.

The Board of Directors unanimously recommends a vote “FOR” the nominees for director.

The following table sets forth certain information regarding each nominee and continuing director of Bogota Financial.

Name(1)	Position(s)	Age(2)		Director Since(3)		Current Term Expires
Joseph Coccaro	Director and President and Chief Executive Officer		62		2006		2021
Bruce H. Dexter	Director		73		1995		2021
Gary Gensheimer	Director		72		2006		2022
Steven M. Goldberg	Chairman of the Board		70		2006		2020
John Masterson	Director		60		2012		2020

(1) The mailing address for each individual is 819 Teaneck Road, Teaneck, NJ 07666.

(2) As of December 31, 2019.

(3) The indicated period for service as a director includes service as a director of Bogota Savings Bank.

Information regarding the Board of Directors’ nominees and the directors continuing in office is provided below. Unless otherwise stated, each individual has held his or her current occupation for the last five years.

Director Nominees for Terms Expiring in 2023

Steven M. Goldberg has served as Chairman of the Board since 2006. Prior to his retirement in March 2019, Mr. Goldberg was the Chief Operating Officer and Chief Financial Officer for 17 years of Cole Schotz, PC, a New Jersey-based law firm with offices throughout the United States that specializes in litigation, bankruptcy law, corporate issues and employment law. Prior to joining Cole Schotz, Mr. Goldberg was a Certified Public Accountant and managing partner at a public accounting firm for 29 years. Mr. Goldberg’s experience as an executive of a large national law practice brings valuable business, administrative and leadership skills to our board. In addition, he provides financial background and expertise in accounting matters.

John Masterson was a managing director in the equities division of Goldman Sachs for almost 25 years before his retirement in 2007. Mr. Masterson currently serves as a director of 50 South Capital Advisors, LLC, a global alternatives investment firm that is a wholly owned subsidiary of Northern Trust.

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Mr. Masterson also served as a director or Transparent Value, a London-based hedge fund from 2011 until 2016. Mr. Masterson’s considerable experience in investment banking, and capital markets and additional board service are valuable to us in many ways, including assisting in our assessment of sources and uses of capital.

Directors Continuing in Office with Terms Expiring in 2021

Joseph Coccaro has served as our President and Chief Executive Officer since 2008 and has been employed by Bogota Savings Bank since 2005, when he was initially hired to be our Chief Financial Officer. Mr. Coccaro served as the Controller of Liberty Bank, which was acquired by Northfield Bank in 2002, where he worked until joining Bogota Savings Bank. Mr. Coccaro has maintained a Certified Financial Planner designation since 1988 and Series 6 and Series 63 licenses since 1992. Mr. Coccaro’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which we serve affords the Board of Directors valuable insight regarding our business and operations. Mr. Coccaro’s knowledge of our business and history position him well to continue to serve as President and Chief Executive Officer.

Bruce H. Dexter is a partner with the law firm of Dexter & Kilcoyne located in Hackensack, New Jersey. His areas of practice include personal injury law, commercial litigation and transactional work with an emphasis on real estate and banking law. Mr. Dexter has been practicing law for over 45 years. Mr. Dexter’s general legal knowledge, as well as his expertise with residential and commercial real estate and banking matters, is a significant resource for us.

Director Continuing in Office with Term Expiring in 2022

Gary Gensheimer was President of Control Associates, Inc., an engineering firm, until his retirement in December 2007, after 34 years with the company. Mr. Gensheimer provides valuable executive and business skills to the board.

Executive Officers Who Are Not Directors

The following sets forth information regarding our executive officers who are not directors. Age information is as of December 31, 2019. The executive officers of Bogota Financial Corp. and Bogota Savings Bank are elected annually.

Brian McCourt, age 58, has served as our Executive Vice President and Chief Financial Officer since 2011.

Kevin Pace, age 40, has served as our Executive Vice President, Compliance, BSA since 2018 under which he has operational oversight over compliance, operations and IT. Before the appointment, Mr. Pace served in various banking positions at Bogota Savings Bank since 2013.

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Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm

Crowe LLP served as our independent registered public accounting firm for the year ended December 31, 2019. The Audit Committee of the Board of Directors has appointed Crowe LLP to serve as the independent registered public accounting firm for the year ending December 31, 2020, subject to ratification by stockholders. A representative of Crowe LLP is expected to be present at the annual meeting to respond to appropriate questions from stockholders and will have the opportunity to make a statement should he or she desire to do so.

If the appointment of the independent registered public accounting firm is not ratified by a majority of the votes cast by stockholders at the annual meeting, the Audit Committee of the Board of Directors will consider other independent registered public accounting firms.

The Board of Directors unanimously recommends that stockholders vote “FOR” the ratification of the appointment of Crowe LLP to serve as the independent registered public accounting firm for the year ending December 31, 2020.

Audit Fees. The following table sets forth the fees that Crowe LLP billed to Bogota Financial, MHC for the years ended December 31, 2019 and 2018.

	2019		2018
Audit Fees (1)	$	46,250	$	37,394
Audit-Related Fees (2)		220,000		—
Tax Fees		—		—
All Other Fees (3)		45,000		—

(1) For 2019, consists of fees for professional services rendered for the audits of the financial statements included in the Quarterly Report on Form 10-Q and for services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

(2) Consists of fees related to the initial public offering.

(3) Consists of fees for the re-audit of 2018 financial statements under PCAOB requirements.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm. The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. This approval process ensures that the firm does not provide any non-audit services to us prohibited by law or regulation.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by our President and Chief Executive Officer and our two other most highly compensated executive officers for the years ended December 31, 2019 and 2018. Each individual listed in the table below is referred to as a “Named Executive Officer.”

Name and Principal Position	Year		Salary		Non-Equity Incentive  Plan Compensation(1)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(2)		All Other Compensation(3)		Total
Joseph Coccaro President and Chief Executive Officer		2019	$	400,770	$	243,700	$	112,898	$	25,200	$	782,568
		2018		365,580		236,500		85,902		24,750		712,732
Brian McCourt Executive Vice President and Chief Financial Officer		2019	$	225,529	$	50,480	$	—	$	23,846	$	299,855
		2018		207,000		48,000		—		21,195		276,195
Kevin Pace Executive Vice President, Compliance, BSA		2019	$	165,922	$	57,149	$	—	$	19,728	$	242,799
		2018		140,000		35,000		—		14,912		189,912

(1) Amounts in this column were earned under the Executive Bonus Plan.

(2) Amounts in this column reflect the change in the value of Mr. Coccaro’s SERP, as described below.

(3) Amounts represent the amounts contributed to the Bank’s 401(k) Plan by the Bank. Does not include perquisites, which did not exceed $10,000 for any of the Named Executive Officers.

Agreements and Benefit Plans

Employment Agreement with Joseph Coccaro. Bogota Savings Bank maintains an employment agreement with Mr. Coccaro. The agreement has a term that initially ends on December 31, 2022. Beginning on January 1, 2021 and each January 1 thereafter, the term of the agreement will extend automatically for one additional year so that the term will be three years from the date of such renewal unless either Bogota Savings Bank or Mr. Coccaro gives written notice no later than 30 days before the renewal date that the term will not be renewed. At least 30 days prior to each renewal date, disinterested members of the Board of Directors of Bogota Savings Bank will conduct a comprehensive performance evaluation of Mr. Coccaro’s performance to determine whether to renew the employment agreement.

The employment agreement specifies Mr. Coccaro’s base salary, which may be increased, but not decreased. In addition to the base salary, the agreement provides that Mr. Coccaro will be eligible to participate in any bonus plan or arrangement of Bogota Savings Bank in which senior management is eligible to participate and/or may receive a bonus on a discretionary basis, as determined by the Compensation Committee. Mr. Coccaro is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to the senior management of Bogota Savings Bank and the reimbursement of reasonable travel and other business expenses incurred in the performance of his duties

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with Bogota Savings Bank, including memberships in organizations as the executive and the board mutually agree are necessary and appropriate. Mr. Coccaro is also entitled to receive a Company automobile and will be reimbursed for the reasonable expenses for its use.

Bogota Savings Bank may terminate the executive’s employment, and Mr. Coccaro may resign, at any time with or without good reason. In the event of Mr. Coccaro’s termination without cause other than due to death or disability or voluntary resignation for “good reason” (a “qualifying termination event”), Bogota Savings Bank would pay Mr. Coccaro cash equal to the base salary he would have earned had he remained employed for the greater of: (1) the remaining term of the employment agreement; or (2) 24 months. Payments will be payable to Mr. Coccaro in equal bi-weekly installments for the greater of either the remaining term of the agreement or 24 months, commencing within 60 days following his date of termination. In addition, Mr. Coccaro would receive 18 consecutive monthly cash payments equal to his monthly COBRA premium in effect as of the date of termination for the level of coverage in effect for Mr. Coccaro under Bogota Savings Bank’s group health plan, so long as an election for COBRA coverage is made. A “good reason” condition for purposes of the employment agreement would include: a reduction in base salary; a material reduction in authority, duties or responsibilities associated with Mr. Coccaro’s position with Bogota Savings Bank, including an adverse change such that Mr. Coccaro is no longer reporting to the board; a relocation of Mr. Coccaro’s principal place of employment by more than 25 miles from Bogota Savings Bank’s main office; or a material breach of the employment agreement by Bogota Savings Bank.

In the event of a qualifying termination event occurring on or after a change in control of Bogota Financial or Bogota Savings Bank, Mr. Coccaro would be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three times the sum of his: (A) base salary in effect as of the date of his termination or immediately prior to the change in control, whichever is higher; and (B) the average annual cash bonus earned for the three most recently completed performance periods prior to the change in control. Such payment is payable in bi-weekly installments for a period of three years, commencing within 30 days following Mr. Coccaro’s date of termination. In addition, Mr. Coccaro would receive 18 consecutive monthly cash payments equal to his monthly COBRA premium in effect as of the date of termination for the level of coverage in effect for Mr. Coccaro under Bogota Savings Bank’s (or successor’s) group health plan immediately before his termination, regardless if an election for COBRA coverage is made.

The employment agreement would immediately terminate upon the earlier of Mr. Coccaro’s voluntary resignation without good reason or, termination for cause, death or disability, in which Bogota Savings Bank would have no obligation to pay any additional severance benefits to Mr. Coccaro under the employment agreement.

Upon termination of employment (other than a termination in connection with a change in control), Mr. Coccaro will be required to adhere to one-year non-competition and non-solicitation restrictions set forth in his employment agreement.

Change in Control Agreements. Bogota Savings Bank maintains change in control agreements with Messrs. McCourt and Pace. The change in control agreements have terms that initially end on December 31, 2022. Beginning on January 1, 2021 and each January 1 thereafter, each agreement will extend automatically for one additional year so that the remaining term will be three years from such date of renewal unless either Bogota Savings Bank or the executive gives written notice no later than 30 days before such renewal date that an agreement will not be renewed. At least 60 days prior to each anniversary date of the change in control agreements, disinterested members of the Board of Directors of Bogota Savings Bank will conduct a comprehensive performance evaluation of each executive’s performance to determine whether to renew his change in control agreement. Notwithstanding the

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foregoing, in the event that Bogota Financial or Bogota Savings Bank enters into a transaction that would be considered a change in control as defined under the agreements, the term of the agreements would extend automatically so that they would expire no less than two years beyond the effective date of the change in control.

Upon termination of the executive’s employment by Bogota Savings Bank without “cause” or by the executive with “good reason” on or after the effective date of a change in control of Bogota Financial or Bogota Savings Bank, the executive would be entitled to a severance payment equal to two times the sum of the executive’s: (A) base salary in effect as of the date of his termination or immediately prior to the change in control, whichever is higher; and (B) average annual cash bonus earned for the three most recently completed performance periods prior to the change in control. Such payment is payable in equal bi-weekly installments for two years, commencing within 30 days following the executive’s date of termination. In addition, each executive would receive 12 consecutive monthly cash payments equal to his monthly COBRA premium in effect as of the date of termination for the level of coverage in effect for the executive under Bogota Savings Bank’s (or successor’s) group health plan, regardless if an election for COBRA coverage is made.

A “good reason” condition for purposes of each change in control agreement would include: a material reduction in base salary; a material reduction in authority, duties or responsibilities associated with the executive’s position with Bogota Savings Bank; a relocation of the executive’s principal place of employment by 25 miles or more from Bogota Savings Bank’s main office; or a material breach of the change in control agreement by Bogota Savings Bank.

Executive Bonus Plan. Bogota Savings Bank adopted the Executive Bonus Plan for its executive officers who are approved annually by the Board of Directors. The Named Executive Officers are participants in the Executive Bonus Plan. The Executive Bonus Plan is designed to provide participants with incentives and motivation to increase Bogota Savings Bank’s profitability and growth while maintaining its safety and soundness. The Executive Bonus Plan provides annual incentive awards to participants based on overall bank-wide, department and/or individual performance goals established annually, which are determined by using performance history, peer data, market data and the Compensation Committee’s judgment based on previous experience and projected market conditions.

Each participant can achieve annual incentive awards, depending on the satisfaction of certain performance goals. Each performance goal established is weighted. The annual performance period under the Executive Bonus Plan is a 12-month period ending on December 31 (the “plan year”). For the 2019 plan year, the performance goals established were based on: (1) net income; (2) overall performance results based on return on assets, return on equity and efficiency ratio relative to a peer group; and (3) individual goals linked to the executive’s position with Bogota Savings Bank, including adherence to the Bank’s strategic business plan, achievement of minimum performance goals related to safety and soundness and achievement of budget income results.

Each participant’s annual incentive award is payable in a cash lump sum as soon as practicable following the completion of the plan year, provided, however, that such payment will be made no later than two and one-half months following the end of the plan year. A participant must be actively employed on the last day of the plan year in order to receive the annual incentive award. Based on the foregoing, Messrs. Coccaro, McCourt and Pace earned $243,700, $50,480 and $57,149, respectively, under the Executive Bonus Plan for the 2019 plan year.

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Amended and Restated Supplemental Executive Retirement Plan. Bogota Savings Bank maintains an unfunded, non-qualified supplemental executive retirement plan (the “SERP”) for Mr. Coccaro to provide post-retirement benefits. The monthly retirement benefit is 15% of Mr. Coccaro’s average annual salary and bonus over the three consecutive year period ending on the date of separation from service and payable for a period of 120 months commencing on the later of attainment of age 65 or separation from service. Upon separation from service, as a condition of receiving the SERP benefit, Mr. Coccaro will be subject to a 12-month non-competition restriction. If Mr. Coccaro is terminated for cause (as such term is defined in the SERP), all benefits under the SERP will be forfeited. If separation from service occurs within two years following a change in control, the SERP benefit will commence within 30 days following separation from service. If Mr. Coccaro dies during employment with the Bogota Savings Bank, then his beneficiary will receive the SERP benefit commencing on Mr. Coccaro’s benefit eligibility date (as such term is defined in the SERP). If Mr. Coccaro’s employment is terminated due to disability, Mr. Coccaro will be entitled to the SERP benefit commencing the first day of the month following the month in which the disability determination was made.

OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS

Transactions with Related Persons

The federal securities laws generally prohibit publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from such prohibition for loans made by federally insured financial institutions, such as Bogota Savings Bank, to their executive officers and directors in compliance with federal banking regulations. Federal regulations permit executive officers and directors to receive the same terms that are widely available to other employees as long as the director or executive officer is not given preferential treatment compared to the other participating employees. At December 31, 2019, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Bogota Financial or Bogota Savings Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms at December 31, 2019 and were made in compliance with federal banking regulations.

We engaged the law firm of Dexter & Kilcoyne to provide legal services to Bogota Savings Bank. Mr. Dexter, one of our directors, is a partner of the law firm. We paid the law firm $122,000 and $124,000 for legal services rendered to Bogota Savings Bank for 2019 and 2018, respectively.

SUBMISSION OF STOCKHOLDER BUSINESS PROPOSALS AND NOMINATIONS

Bogota Financial must receive proposals that stockholders seek to include in the proxy statement for our next annual meeting no later than January 22, 2021. If next year’s annual meeting is held on a date that is more than 30 calendar days from June 30, 2021, a stockholder proposal must be received by a reasonable time before Bogota Financial begins to print and mail its proxy solicitation materials for such annual meeting. Any stockholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

Our Bylaws provide that, for a stockholder to make nominations for the election of directors or proposals for business to be brought before the annual meeting, a stockholder must deliver notice to the Corporate Secretary not less than 90 days nor more than 120 days before the date of the annual meeting. However, if less than 90 days’ notice or prior public disclosure of the annual meeting is given to stockholders and the date of the annual meeting is advanced more than 30 days before or delayed more

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than 30 days after the anniversary of the preceding year’s annual meeting, such notice must be delivered not later than the close of business on the tenth day following the day on which notice of the annual meeting was mailed to stockholders or public disclosure of the annual meeting date was made. A copy of the Bylaws may be obtained by contacting our Corporate Secretary.

STOCKHOLDER COMMUNICATIONS

Stockholders who wish to communicate with the Board of Directors or an individual director should do so in writing to Bogota Financial Corp., 819 Teaneck Road, Teaneck, New Jersey 07666. Depending on the subject matter, the Secretary will forward the communication, handle the inquiry directly, or not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic or is unduly hostile, threatening, illegal or otherwise inappropriate. Communications regarding financial or accounting policies may be made in writing to the Chairman of the Audit Committee, at the same address. All other communications should be sent in writing to the attention of the President and Chief Executive Officer, at the same address.

MISCELLANEOUS

Bogota Financial will pay the cost of this proxy solicitation and will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses they incur in sending proxy materials to the beneficial owners of Bogota Financial common stock. In addition to soliciting proxies by mail, our directors, officers and regular employees may solicit proxies personally or by telephone without receiving additional compensation.

Bogota Financial’s Annual Report on Form 10-K is included with this proxy statement. Any stockholder who has not received a copy of Annual Report on Form 10-K may obtain a copy by writing to our Corporate Secretary or by accessing a copy online. See “Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 30, 2020.” The Annual Report on Form 10-K is not to be treated as part of the proxy solicitation material or as having been incorporated in this proxy statement by reference.

Whether or not you plan to attend the annual meeting, please vote by marking, signing, dating and promptly returning a proxy card or by voting via the Internet or telephone.

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16012 Bogota Proxy Card- Front Rev1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
Vote by Internet or Telephone - Q U I CK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail
Your phone or Internet vote authorizes the named BOGOTA FINANCIAL CORP. proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on June 29, 2020. INTERNET –www.cstproxyvote.com PHONE – 1 (866) 894-0536 Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY Please mark your votes X like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND 2.
1. Election of Directors FOR all Nominees listed to the left WITHHOLD FOR AGAINST ABSTAIN (except as marked to AUTHORITY 2. Ratification of the appointment of (1) Steven M. Goldberg the contrary) for all nominees Crowe LLP to serve as the independent registered public accounting firm for the (2) John Masterson fiscal year ending December 31, 2020. (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) CONTROL NUMBER SignatureSignature, if held jointlyDate, 2020 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

16012 Bogota Proxy Card Back REV1 Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders The 2020 Proxy Statement and the 2019 Annual Report to Stockholders are available at http://www.cstproxy.com/bogota financialcorp/2020 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS BOGOTA FINANCIAL CORP.
The undersigned hereby appoints Joseph Coccaro and Kevin Pace, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock held of record by the undersigned at the close of business on May 11, 2020 at the Annual Meeting of Stockholders of Bogota Financial Corp., to be held on June 30, 2020, or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE TWO NOMINEES TO THE BOARD OF DIRECTORS AND IN FAVOR OF PROPOSAL 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued, and to be marked, dated and signed, on the other side)

16012 Bogota ESOP Front
YOUR INSTRUCTIONS ARE IMPORTANT.
Vote by Internet or Telephone - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail
BOGOTA FINANCIAL CORP.
Your phone or Internet vote instructions authorize the ESOP Trustee to vote your shares in the same manner as if you marked, signed and returned this ESOP Vote Authorization Form. Vote instructions submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on June 22, 2020.
INTERNET– www.cstproxyvote.com
Use the Internet to submit your vote instructions. Have this ESOP Vote Authorization Form available when you access the above website. Follow the prompts to submit your vote instructions.
PHONE – 1 (866) 894-0536
Use a touch-tone telephone to submit your vote instructions. Have this ESOP Vote Authorization Form available when you call. Follow the instructions to submit your vote instructions.
PLEASE DO NOT RETURN THE ESOP VOTE AUTHORIZATION FORM IF YOU ARE VOTING
ELECTRONICALLY OR BY PHONE.
MAIL – Mark, sign and date this ESOP Vote Authorization Form and return it in the postage-paid envelope provided.
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
ESOP VOTE AUTHORIZATION FORM
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND 2.
Please mark your votes like this
FOR all Nominees listed to the left (except as marked to the contrary)
WITHHOLD AUTHORITY for all nominees
2. Ratification of the appointment of Crowe LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2020.
1. Election of Directors
(1) Steven M. Goldberg
(2) John Masterson
FOR AGAINST ABSTAIN
(Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above)
CONTROL NUMBER
Signature Date, 2020
Note: Please sign exactly as name appears on this ESOP Vote Authorization Form.

16012 Bogota ESOP Back
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders The 2020 Proxy Statement and the 2019 Annual Report to Stockholders are available at http://www.cstproxy.com/bogotafinancialcorp/2020
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
ESOP VOTE AUTHORIZATION FORM
THIS ESOP VOTE AUTHORIZATION FORM IS SOLICITED ON BEHALF OF THE ESOP TRUSTEE
BOGOTA FINANCIAL CORP.
The undersigned is eligible for participation in the Bogota Savings Bank Employee Stock Ownership Plan (the “ESOP”) and as such is deemed to have a single share of common stock of Bogota Financial Corp. (the “Company”) allocated to the undersigned’s ESOP account. The undersigned hereby directs the ESOP Trustee to vote the single share of Company common stock deemed allocated to the undersigned’s account, for which the undersigned is entitled to direct the ESOP Trustee to vote at the Annual Meeting of Stockholders to be held on June 30, 2020 or at any adjournment thereof.
If this form is not returned in a timely manner, the share of common stock deemed allocated to the participant’s ESOP account will be voted in the same proportion as shares for which the ESOP Trustee has received timely voting instructions to vote on the proposals, subject to the determination that such a vote is for the exclusive benefit of plan participants and beneficiaries. If any other business is brought before the Annual Meeting, shares will be voted by the ESOP Trustee in the manner intended to represent the best interest of participants and beneficiaries of the ESOP. At the present time, the ESOP Trustee knows of no other business to be brought before the Annual Meeting.
THIS ESOP VOTE AUTHORIZATION FORM WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THIS ESOP VOTE AUTHORIZATION FORM WILL BE VOTED IN FAVOR OF ELECTING THE TWO NOMINEES TO THE BOARD OF DIRECTORS AND IN FAVOR OF PROPOSAL 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE ESOP TRUSTEE ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS ESOP VOTE AUTHORIZATION FORM IS SOLICITED ON BEHALF OF THE ESOP TRUSTEE.
(Continued, and to be marked, dated and signed, on the other side)

16012 Bogota 401K- Front
YOUR INSTRUCTIONS ARE IMPORTANT.
IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail
Vote by Internet or Telephone - QUICK EAS Y
BOGOTA FINANCIAL CORP.
Your phone or Internet vote instructions authorize
the 401(k) Plan Trustee to vote your shares in
the same manner as if you marked, signed and
returned your 401(k) Plan Vote Authorization
Form. Votes submitted electronically over the
Internet or by telephone must be received by
11:59 p.m., Eastern Time, on June 22, 2020.
INTERNET –
www.cstproxyvote.com
Use the Internet to submit your vote
instructions. Have this 401(k) Plan Vote
Authorization Form available when you
access the above website. Follow the
prompts to vote your shares.
PHONE – 1 (866) 894-0536
Use a touch-tone telephone to submit your
vote instructions. Have this 401(k) Plan Vote
Authorization Form available when you call.
Follow the instructions to submit your vote
instructions.
MAIL – Mark, sign and date your 401(k) Plan
Vote Authorization Form and return it in the
postage-paid envelope provided.
PLEASE DO NOT RETURN THE 401(K) PLAN VOTE
AUTHORIZATION FORM IF YOU ARE VOTING
ELECTRONICALLY OR BY PHONE.
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
401(K) PLAN VOTE AUTHORIZATION FORM
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND 2.
Please mark
your votes
like this
1. Election of Directors
2. Ratification of the appointment of
Crowe LLP to serve as the independent
registered public accounting firm for the
fiscal year ending December 31, 2020.
FOR AGAINST ABSTAIN
(Instruction: To withhold authority to vote for any individual
nominee, strike a line through that nominee’s name in the list
above)
FOR all
Nominees
listed to the left
(except as marked to
the contrary)
WITHHOLD
AUTHORITY
(1) Steven M. Goldberg for all nominees
(2) John Masterson
CONTROL NUMBER
Signature Signature, if held jointly_Date, 2020
Note: Please sign exactly as name appears on this 401(k) Plan Vote Authorization Form.

16012 Bogota 401K Back
Important Notice Regarding the Internet Availability of Proxy
Materials for the Annual Meeting of Stockholders
The 2020 Proxy Statement and the 2019 Annual Report
to Stockholders are available at
http://www.cstproxy.com/bogotafinancialcorp/2020
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
401(K) PLAN VOTE AUTHORIZATION FORM
THIS 401(K) PL AN VOTE AUTHORIZATION FORM IS SOLICITED ON BEHALF
OF THE 40 1(K) PLAN TRUSTEE
BOGOTA FINANCIAL CORP.
The undersigned is a participant in the Bogota Savings Bank 401(k) Savings Plan (the “401(k) Plan”) with shares of common stock of Bogota Financial Corp. (the “Company”) allocated to the undersigned’s 401(k) Plan account as of May 11, 2020. The undersigned hereby directs the 401(k) Plan Trustee to vote the shares of Company common stocks deemed allocated to the undersigned’s account, for which the undersigned is entitled to direct the 401(k) Plan Trustee to vote at the Annual Meeting of Stockholders to be held on June 30, 2020, or at any adjournment thereof.
If this form is not returned in a timely manner, the shares of common stock allocated to the participant’s
401(k) Plan account will be voted in the same proportion as shares for which the 401(k) Plan Trustee has received timely voting instructions to vote on the proposals, subject to the determination that such a vote is for the exclusive benefit of plan participants and beneficiaries. If any other business is brought before the Annual Meeting, shares will be voted by the 401(k) Plan Trustee in the manner intended to represent the best interest of participants and beneficiaries of the 401(k) Plan. At the present time, the Board of Directors knows of no other business to be brought before the Annual Meeting.
THIS 401(K) PLAN VOTE AUTHORIZATION FORM WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE 401(K) PLAN VOTE AUTHORIZATION FORM WILL BE VOTED IN FAVOR OF ELECTING THE TWO NOMINEES TO THE BOARD OF DIRECTORS AND IN FAVOR OF PROPOSAL 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE 401(K) PLAN TRUSTEE ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS 401(K) PLAN VOTE AUTHORIZATION FORM IS SOLICITED ON BEHALF OF 401(K) PLAN TRUSTEE.
(Continued, and to be marked, dated and signed, on the other side)