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 Rules 13a-15(e) and 15d-15(e)) under the Exchange Act as of the end of the period covered by this report.
−Removed: 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.
+Added: The Company’s management, including our Principal Executive Officer and Principal 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.
+Added: Based upon that evaluation, our Principal Executive Officer and Principal 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 Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Report by Management on Internal Control over Financial Reporting
4 unchanged sentences
Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Management has assessed the Company’s internal control over financial reporting as of December 31, 2021 This assessment was based on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Management has assessed the Company’s internal control over financial reporting as of December 31, 2022.
+Added: This assessment was based on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, management believes that, as of December 31, 2022, the Company maintained effective internal control over financial reporting based on those criteria.
4 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 2022 to which this report relates that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: 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.
−Removed: These include process controls around user access management, a new patch management program standard, and a revised enterprise change management program.
−Removed: IT Governance
−Removed: enhancements include a new IT Governance Committee Chair and enhanced monthly IT Operations reporting.
+Added: During March 2023, management designed additional internal controls around the review of the allowance for loan loss, created an Allowance for Loan Loss governance committee, and moved Loan Review under the management of the Bank’s Chief Risk Officer.
OTHER INFORMATION
30 unchanged sentences
4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A filed on September 17, 2018)
+Added: 4.2 Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K filed March 16, 2020).
4.3 Long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K.
24 unchanged sentences
Dicker (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed on May 11, 2020)
+Added: 10.13 Nonqualified Deferred Compensation Plan dated January 1, 2021
+Added: 10.14 Employment Agreement, effective June 29, 2022 between Capital Bank, N.A.
+Added: and Edward F.
+Added: Barry (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 1, 2022.
+Added: 10.15 Employment Agreement, effective Octo ber 11, 2022 between Capital Bank, N.A.
+Added: and Steven Poynot (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on October 11 , 2022.
21.0 Subsidiaries of Capital Bancorp, Inc.
4 unchanged sentences
31.2 Rule 13a-14(a) Certification of the Principal Financial Officer
−Removed: 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
+Added: 32.1 Section 1350 Certification of Principal Exec utive Officer and Principal Financial Officer
101 The following materials from the Annual Report on Form 10-K of Capital Bancorp, Inc.
14 unchanged sentences
(Principal Executive Officer) March 15, 2023
−Removed: Executive Vice President and
−Removed: Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer) March 15, 2022
+Added: /s/ Connie Egan
+Added: Senior Vice President
+Added: Chief Accounting Officer March 15, 2023
+Added: (Principal Financial and Accounting Officer)
/s/ Jerome R.
7 unchanged sentences
Director March 15, 2023
−Removed: /s/ Joseph Greene
Director March 15, 2023
−Removed: Joseph Greene
Director March 15, 2023
6 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.