ConnectOne Bancorp, Inc. 10-K

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, 2022. 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.   -122- Table of Contents   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, 2022 (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, 2022, 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, 2022. 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.   -123- Table of Contents   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 2023 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, 2023.     Item 11. Executive Compensation   Information concerning executive compensation is included in the definitive Proxy Statement for the Company’s 2023 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, 2023.   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 2023 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, 2023.   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 2023 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, 2023.   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 2023 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, 2023.   -124- 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   54 Consolidated Statements of Condition   57 Consolidated Statements of Income   58 Consolidated Statements of Comprehensive Income   59 Consolidated Statements of Changes in Stockholders’ Equity   60 Consolidated Statements of Cash Flows   61 Notes to Consolidated Financial Statements   62   (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.   -125- 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 (2) 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. * 10.19   2017 Equity Compensation Plan (3) 10.20   Form of Supplemental Executive Retirement Plan between the Registrant and each of Frank Sorrentino, III, William S. Burns, Elizabeth Magennis and Christopher Ewing (4)   -126- Table of Contents   10.21   Form of Supplemental Executive Retirement Plan by and between the Bank and each of Frank Sorrentino III, William S. Burns, and Elizabeth Magennis   (5) 10.22   Form of Split Dollar Life Insurance Agreement between the Registrant and each of Frank Sorrentino, III, William S. Burns, Elizabeth Magennis and Christopher Ewing (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**      Inline 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**   Inline XBRL Taxonomy Extension Schema Document 101.CAL**   Inline XBRL Taxonomy Extension Calculation Linkbase Document   101.DEF**   Inline XBRL Taxonomy Extension Definition Linkbase Document   101.LAB**   Inline XBRL Taxonomy Extension Label Linkbase Document   101.PRE**   Inline 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 4.1 of Registrant’s Current Report on Form 8-K filed January 17, 2018   (3) Incorporated by reference from Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed April 27, 2017   (4) Incorporated by reference from Exhibits 10.1 and 10.2 of the Registrant’s Current Report on Form 8-K filed December 16, 2019   (5) Incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed April 8, 2022    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.   -127- 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 24, 2023 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 24, 2023, 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/ 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         -128-