PARKE BANCORP, INC. 10-K

Item 9A. Controls and Procedures. (a) Disclosure Controls and Procedures Based on their evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), the Company’s principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Annual Report on Form 10-K such disclosure controls and procedures are effective. (b) Internal Control Over Financial Reporting 1. Management’s Annual Report on Internal Control Over Financial Reporting. Management’s report on the Company’s internal control over financial reporting appears in the Company’s financial statements that are contained in this Annual Report on Form 10-K immediately following Item 8. Such report is incorporated herein by reference. 2. Changes in Internal control over financial reporting During the last quarter of the year under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 72 Item 9B. Other Information. Not applicable. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. The information contained under the headings “Proposal I - Election of Directors,” “Corporate Governance” and “Delinquent Section 16(a) Reports” in the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference. The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of the Code of Ethics will be furnished without charge upon written request to the Chief Financial Officer, Parke Bancorp, Inc., 601 Delsea Drive, Washington Township, New Jersey, 08080. There have been no material changes to the procedures by which security holders may recommend nominees to the Registrant’s Board of Directors since the date of the Registrant’s last proxy statement mailed to its stockholders. Item 11. Executive Compensation. The information contained in the sections captioned “Executive Compensation,” and “Director Compensation,” in the Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. (a) Security Ownership of Certain Beneficial Owners The information contained in the section captioned “Principal Holders of our Common Stock” in the Proxy Statement is incorporated herein by reference. (b) Security Ownership of Management The information contained in the sections captioned “Principal Holders of our Common Stock” and “Proposal I – Election of Directors” in the Proxy Statement is incorporated herein by reference. (c) Management of the Registrant knows of no arrangements, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant. (d) Securities Authorized for Issuance Under Equity Compensation Plans Set forth below is information as of December 31, 2022, with respect to compensation plans under which equity securities of the Registrant are authorized for issuance. 73 Equity compensation plans approved by security holders ( a ) Number of Securities to be issued upon exercise of outstanding options ( b ) Weighted-average exercise price of outstanding options ( c ) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) 2020 Equity Incentive Plan 466,000 $16.27 469,000 2015 Equity incentive plan 223,127 $15.23 223,127 Equity compensation plans not approved by security holders None Total 689,127 $15.93 692,127 Item 13. Certain Relationships and Related Transactions, and Director Independence. The information contained in the sections captioned “Related Party Transactions” and “Corporate Governance” in the Proxy Statement is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information contained in the section captioned “Independent Auditors” in the Proxy Statement is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules (a) Listed below are all financial statements, schedules and exhibits filed as part of this Form 10-K: 1 The consolidated balance sheets of Parke Bancorp, Inc. and subsidiary as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2022, together with the related notes and the independent registered public accounting firm reports of S.R. Snodgrass, P.C., independent registered public accounting firm (PCAOB ID: 74 ). 2 Schedules omitted as they are not applicable. 3 The following exhibits are included in this Report or incorporated herein by reference: 3.1 Certificate of Incorporation of Parke Bancorp, Inc. (1) 3.2 Bylaws of Parke Bancorp, Inc. (7) 3.3 Certificate of Amendment setting forth the terms of the Registrant’s 6.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series B (2) 4.1 Specimen stock certificate of Parke Bancorp, Inc. (1) 4.2 Description of Capital Stock of Parke Bancorp, Inc. (7) 10.1 Amended Employment Agreement Between Bancorp, Bank and Vito S. Pantilione (3) 10.2 Supplemental Executive Retirement Plan (1) 10.7 2015 Equity Incentive Plan (4) 10.9 Management Change in Control Severance Agreement with Nicholas J. Pantilione 10.12 Management Change in Control Severance Agreement with Paul Palmieri (3) 10.13 Management Change in Control Severance Agreement with Ralph Gallo (3) 10.14 Management Change in Control Severance Agreement with John S. Kaufman (7) 10.15 2020 Equity Incentive Plan (6) 74 21 Subsidiaries of the Registrant 23.1 Consent of S.R. Snodgrass, P.C. 23.2 Consent of RSM US LLP 31.1 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Consent Order with the Federal Deposit Insurance Corporation dated October 8, 2020 (6) 99.2 Consent Order with the New Jersey Department of Banking and Insurance (6) 101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. 101.INS Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded with 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 Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) Incorporated by Reference to the Company’s Registration Statement on Form S-4 filed with the SEC on January 31, 2005 (File No. 333-122406). (2) Incorporated by Reference to Company’s Current Report on Form 8-K filed with the SEC on December 24, 2013 (File No. 000-51338). (3) Incorporated by Reference to Company’s Current Report on Form 8-K filed with the SEC on July 20, 2016 (File No. 000-51338). (4) Incorporated by Reference to Company's Registration Statement on Form S-8 filed with the SEC on November 16, 2015 (File No. 333-208051). (5) Incorporated by Reference to Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed with the SEC on May 8, 2020 (File No. 000-51338). (6) Incorporated by Reference to Company's Current Report on Form 8-K filed with the SEC on October 9, 2020 (File No. 000-51338). (7) Incorporated by Reference to Company's Annual Report on Form 10-K filed with the SEC on March 31, 2021 (File No. 000-51338). 75 Item 16. Form 10-K Summary Not applicable SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PARKE BANCORP, INC. Dated: March 15, 2023 /s/ Vito S. Pantilione By: Vito S. Pantilione President, Chief Executive Officer and Director Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 15, 2023. /s/ Daniel J. Dalton /s/ Vito S. Pantilione Daniel J. Dalton Vito S. Pantilione Chairman of the Board and Director President, Chief Executive Officer and Director /s/ Arret F. Dobson /s/ Anthony Jannetti Arret F. Dobson Anthony Jannetti Director Director /s/ Jack C. Sheppard, Jr. /s/ Fred G. Choate Jack C. Sheppard, Jr. Fred G. Choate Director Director /s/ Jeffrey H. Kripitz /s/ Edward Infantolino Jeffrey H. Kripitz Edward Infantolino Director Director /s/ John S. Kaufman /s/ Elizabeth Milavsky John S. Kaufman Elizabeth Milavsky Senior Vice President and Chief Financial Officer Director (Principal Financial and Accounting Officer) 76