1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The Company’s management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act as of the end of the period covered by this report.
+Added: The Company’s management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this report.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Report by Management on Internal Control over Financial Reporting
−Removed: Management is responsible for establishing and maintaining an effective system of internal control over financial reporting.
+Added: Management is responsible for establishing and maintaining an effective system of internal control over financial reporting (as such term is defined in Rules 13A-15(f) and 15d-15(f) under the Exchange Act).
The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
9 unchanged sentences
There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the fourth quarter of 2021 to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: During February 2022, additional information technology general controls (“ITGCs”) were put into place or enhanced to improve the design and operational effectiveness of the Company’s ITGCs.
+Added: These include process controls around user access management, a new patch management program standard, and a revised enterprise change management program.
+Added: IT Governance
+Added: enhancements include a new IT Governance Committee Chair and enhanced monthly IT Operations reporting.
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
14 unchanged sentences
Report of Independent Registered Public Accounting Firm.
+Added: PCAOB ID ( 149 )
Consolidated Balance Sheets as of December 31, 2021 and 2020.
24 unchanged sentences
2017 Stock and Incentive Compensation Plan (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1/A filed on September 17, 2018)
+Added: 10.7 Form of 2017 Stock and Incentive Plan Incentive Stock Option Award Agreement for Executive Officers
+Added: 10.8 Form of 2017 Stock and Incentive Compensation Plan Restricted Stock Unit Award Agreement for Executive Officers
10.9 Employment Agreement, effective January 1, 2019, by and among Capital Bancorp, Inc., Capital Bank, N.A.
1 unchanged sentence
Barry (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 10, 2019)
+Added: 10.10 Amendment to Employment Agreement, effective as of June 15, 2021, by and among Capital Bancorp, Inc., Capital Bank, N.A.
+Added: and Edward F.
+Added: Barry (incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K filed on June 11, 2021)
10.11 Employment Agreement dated January 1, 2022 between Capital Bank, N.A.
−Removed: Browning (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1 filed on August 31, 2018)
−Removed: 10.9 Employment Contract, dated November 17, 2017, by and among Capital Bancorp, Inc., Capital Bank, N.A.
−Removed: Jackson (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019, filed on May 14, 2019)
+Added: Browning (incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed on January 6.
10.12 Employment Contract, dated April 30, 2018, by and among Capital Bank, N.A.
26 unchanged sentences
(Principal Financial and Accounting Officer) March 15, 2022
−Removed: /s/ Stephen N.
−Removed: Director March 15, 2021
−Removed: Scott Brannan
−Removed: Director March 15, 2021
−Removed: Scott Brannan
+Added: /s/ Jerome R.
Director March 15, 2022
2 unchanged sentences
Joshua Bernstein
−Removed: /s/ Michael Burke
+Added: Scott Brannan
Director March 15, 2022
−Removed: Michael Burke
+Added: Scott Brannan
+Added: Director March 15, 2022
/s/ Joseph Greene
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.