Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be disclosed in its reports filed or submitted pursuant to the Securities Exchange
Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by the Company in its
Exchange Act reports is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation
of its management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness
of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e)
as of December 31, 2021. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures were effective as of such date.
(b) Management’s Report on Internal Control over Financial
Reporting
The Company’s management is responsible for
establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) of the Exchange Act. The
Company’s internal control system is a process designed to provide reasonable assurance to the Company’s management, Board
of Directors and shareholders regarding the reliability of financial reporting and the preparation and fair presentation of financial
statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our internal control over
financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary
to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures
are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have
a material effect on our financial statements.
All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
As part of the Company’s program to comply
with Section 404 of the Sarbanes-Oxley Act of 2002, our management assessed the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2021 (the “Assessment”). In making this Assessment, management used the control
criteria framework of the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission published in its report
entitled Internal Control - Integrated Framework (2013). Management’s Assessment included an evaluation of the design
of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control
over financial reporting. Management reviewed the results of its Assessment with the Audit Committee.
Based on this Assessment, management determined
that, as of December 31, 2021, the Company’s internal control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America.
Crowe LLP, the independent registered public accounting
firm that audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, has issued an audit
report on the Company’s internal control over financial reporting as of December 31, 2021. The report is included in this item under
the heading “Report of Independent Registered Public Accounting Firm.”
(c) Changes in Internal Controls over Financial
Reporting
There have
been no changes in the Company’s internal controls over financial reporting that occurred during the Company’s fourth fiscal
quarter that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial
reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors,
Executive Officers and Corporate Governance
Information required by this part is included in
the definitive Proxy Statement for the Company’s 2022 Annual Meeting under the captions “ELECTION OF DIRECTORS” and
“SECTION 16(A) BENEFICIAL OWNERSHIP REPORTS COMPLIANCE,” each of which is incorporated herein by reference. It is expected
that such Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2022.
Item 11. Executive
Compensation
Information concerning executive compensation is
included in the definitive Proxy Statement for the Company’s 2022 Annual Meeting under the captions “EXECUTIVE COMPENSATION”
and “DIRECTOR COMPENSATION”, which is incorporated by reference herein. It is expected that such Proxy Statement will be filed
with the Securities and Exchange Commission no later than April 30, 2022.
Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning security ownership of certain
beneficial owners and management is included in the definitive Proxy statement for the Company’s 2022 Annual Meeting under the caption
“SECURITY OWNERSHIP OF MANAGEMENT”, which is incorporated herein by reference. It is expected that such Proxy statement will
be filed with the Securities and Exchange Commission no later than April 30, 2022.
Item 13. Certain Relationships
and Related Transactions, and Director Independence
Information concerning certain
relationships and related transactions is included in the definitive Proxy Statement for the Company’s 2022 Annual Meeting under
the caption “INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS”, which is incorporated herein by reference. It is
expected that such Proxy statement will be filed with the Securities and Exchange Commission no later than April 30, 2022.
Item 14. Principal
Accounting Fees and Services
The information concerning principal accountant
fees and services as well as related pre-approval policies under the caption “RATIFICATION OF INDEPENDENT AUDITORS” in the
Proxy Statement for the Company’s 2022 Annual Meeting of Shareholders is incorporated by reference herein. It is expected that such
Proxy Statement will be filed with the Securities and Exchange Commission no later than April 30, 2022.
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Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
(1) Financial
Statements and Schedules:
The following Financial Statements and Supplementary
Data are filed as part of this annual report:
Report of Independent
Registered Public Accounting Firm
47
Consolidated Statements of Condition
50
Consolidated Statements of Income
51
Consolidated Statements of Comprehensive
Income
52
Consolidated Statements of Changes
in Stockholders’ Equity
53
Consolidated Statements of Cash
Flows
54
Notes to Consolidated Financial
Statements
55
(b)
Exhibits (numbered
in accordance with Item 601 of Regulation S-K) filed herewith or incorporated by reference as part of this annual report.
Exhibit
No.
Description
3.1
The
Registrant’s Restated Certificate of Incorporation as of May 21, 2020 is incorporated by reference to Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K filed with the SEC on May 22, 2020.
3.2
Certificate
of Amendment designating the 5.25% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, of the Company, filed with the
Department of the Treasury of the State of New Jersey and effective August 17, 2021(incorporated herein by reference to Exhibit 3.2 to
the Company’s Registration Statement on Form 8-A, filed on August 19, 2021)
3.3
The Registrant’s
Amended and Restated By-Laws are incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with
the SEC on December 21, 2018.
4.1
The Registrant’s Capital Stock
4.2
Specimen
of the Company’s 5.25% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A Certificate (incorporated herein by reference
to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A, filed on August 19, 2021).
4.3
Deposit
Agreement, dated as of August 19, 2021, among the Company, Broadridge Corporate Issuer Solutions, Inc., as depositary, and the holders
from time to time of the depositary receipts described therein
10.1
Center
Bancorp, Inc. 2009 Equity Incentive Plan is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K dated June 1, 2009.
10.2
Indenture dated as of December 19, 2003, between the Registrant and Wilmington Trust Company relating to $5.0 million aggregate principal
amount of floating rate debentures is incorporated by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K
for the year ended December 31, 2003.
10.3
Amended and restated Declaration of Trust of Center Bancorp Statutory Trust II, dated as of December 19, 2003 is incorporated by reference
to Exhibit 10.17 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10.4
Guarantee
Agreement between Registrant and Wilmington Trust Company dated as of December 19, 2003 is incorporated by reference to Exhibit 10.18
of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
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Table of Contents
10.5
The
Registrant’s Amended and Restated 2003 Non-Employee Director Stock Option Plan, as amended and restated, is incorporated by reference
to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 5, 2008.
10.6
Open
Market Share Purchase Incentive Plan is incorporated by reference to exhibit 10.1 to the Registrant’s Current Report on Form 8-K
dated January 26, 2006.
10.7
Amendment
to 2003 Amended and Restated Non-Employee Director Stock Option Plan is incorporated by reference to Exhibit 10.8 to the Registrant’s
Current Report on Form 8-K filed with the SEC on January 21, 2014.
10.8
Second
Amended and Restated Employment Agreement, dated as of June 1, 2017, by and among the Registrant, ConnectOne Bank and Frank Sorrentino
III, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current report on Form 8-K filed with the SEC on June 5, 2017.
*
10.9
Amended
and Restated Employment Agreement dated as of June 1, 2017, by and among the Registrant, ConnectOne Bank and William S. Burns, is incorporated
by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2017 *
10.10
Form
of Change in Control Agreement by and between the Company and Laura Criscione dated December 19, 2013 is incorporated by reference to
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2013. *
10.11
North
Jersey Community Bank 2006 Equity Compensation Plan (1)
10.12
North
Jersey Community Bank 2008 Equity Compensation Plan (1)
10.13
North
Jersey Community Bank 2009 Equity Compensation Plan (1)
10.14
2012
Equity Compensation Plan (1)
10.15
Indenture
dated January 17, 2018, between the Company and U.S. Bank National Association as Trustee (3)
10.16
Employment
Agreement by and among the Registrant, ConnectOne Bank and Elizabeth Magennis dated June 1, 2017 is incorporated by reference to Exhibit
10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2017. *
10.17
Employment
Agreement by and among the Registrant, ConnectOne Bank and Christopher Ewing dated June 1, 2017 is incorporated by reference to Exhibit
10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 5, 2017. *
10.18
First Supplemental Indenture dated January 17, 2018, between the Company and U.S. Bank National Association as Trustee (3)
10.19
2017 Equity Compensation Plan (4)
10.20
Form
of Supplemental Executive Retirement Plan between the Registrant and each of Frank Sorrentino, III, William S. Burns, Elizabeth Magennis,
Christopher Ewing and Michael McGrover (5)
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Table of Contents
10.21
Form
of Split Dollar Life Insurance Agreement between the Registrant and each of Frank Sorrentino, III, William S. Burns, Elizabeth Magennis,
Christopher Ewing and Michael McGrover (5) Second Supplemental Indenture, dated as of June 15, 2020, between the Registrant and
U.S. Bank National Association, as Trustee is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form
8-K filed with the SEC on June 15, 2020.
21.1
Subsidiaries
of the Registrant
23.1
Consent
of Crowe LLP
31.1
Personal certification of the chief
executive officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Personal certification of the chief
financial officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32
Personal certification of the chief
executive officer and the chief financial officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**
XBRL Instance Document - the instance document does not appear in the
Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**
XBRL Taxonomy Extension Schema Document
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
104**
Cover Page Interactive Data File – the cover page interactive
data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*
Management contract on compensatory
plan or arrangement.
(1)
Incorporated by reference from Exhibits 10.15, 10.16, 10.17
and 10.18, the Registrant’s Annual Report on Form 10-K for the year ending December 31, 2014
(2)
Incorporated by reference from Exhibit 10.2 of the Registrant’s
Current Report on Form 8-K filed July 2, 2015
(3)
Incorporated by reference from Exhibit 4.1 of Registrant’s
Current Report on Form 8-K filed January 17, 2018
(4)
Incorporated by reference from Exhibit A to the Registrant’s
Definitive Proxy Statement on Schedule 14A filed April 27, 2017
(5)
Incorporated by reference from Exhibits 10.1 and 10.2 of the
Registrant’s Current Report on Form 8-K filed December 16, 2019
All financial statement schedules are omitted because
they are either inapplicable or not required, or because the required information is included in the Consolidated Financial Statements
or notes thereto.
**
Filed herewith.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, ConnectOne Bancorp, Inc. has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CONNECTONE BANCORP,
INC.
February 25, 2022
By:
/s/
Frank Sorrentino III
Frank Sorrentino III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, the following persons on behalf of the Registrant, in the capacities described below on February 25, 2022, have signed this
report below.
/s/
Frank Sorrentino III
Chairman
of the Board & Chief Executive Officer (principal executive officer
Frank
Sorrentino III
/s/ William S. Burns
Senior Executive Vice President
& Chief Financial Officer (principal financial and accounting officer)
William S. Burns
/s/ Stephen Boswell
Director
Stephen Boswell
/s/ Frank Baier
Director
Frank Baier
/s/ Frank Huttle III
Director
Frank Huttle III
/s/ Michael Kempner
Director
Michael Kempner
/s/ Joseph Parisi, Jr.
Director
Joseph Parisi, Jr.
/s/
Nicholas Minoia
Director
Nicholas Minoia
/s/
William A. Thompson
Director
William A. Thompson
/s/
Katherin Nukk-Freeman
Director
Katherin Nukk-Freeman
/s/
Daniel Rifkin
Director
Daniel Rifkin
/s/
Mark Sokolich
Director
Mark Sokolich
/s/
Anson M. Moise
Director
Anson M. Moise
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