Item 9A. Controls and Procedures
Item 9A. Controls and Procedures:
(a) Evaluation of disclosure controls and procedures:
Based on their evaluation, as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b) Management’s Report on Internal Control Over Financial Reporting:
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of the principal executive officer and the principal financial officer, management conducted an evaluation of the effectiveness of our control over financial reporting based on the 2013 framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.
(c) Changes in internal controls:
There were not any significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Item 9B. Other Information:
None
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PART III
Item 10. Directors, Executive Officers and Corporate Governance; Compliance with Section 16(a) of the Exchange Act:
The information concerning the directors and executive officers of the Company under the caption “Election of Directors,” and the information under the captions, “Delinquent Section 16(a) Reports,” and "Governance of the Company," 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.
Also, certain information regarding executive officers is included under the section captioned “Executive Officers” in Item 4A of this Annual Report on Form 10-K.
Item 11. Executive Compensation:
The information concerning executive compensation under the caption, “Executive Compensation,” 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters:
The information concerning the security ownership of certain beneficial owners and management under the caption, “Security Ownership of Certain Beneficial Owners and Management,” 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.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information with respect to the equity securities that are authorized for issuance under the Company’s equity compensation plans as of December 31, 2022.
Equity Compensation Plan Information
Number of securities
Number of securities
remaining available
to be issued upon
Weighted-average
for issuance under
exercise of
exercise price of
equity compensation
outstanding options,
outstanding options,
plans (excluding
warrants and rights
warrants and rights
securities reflected in
(A)
(B)
column (A)) (C) (1)
Equity compensation stock option plans approved by security holders
559,499
$
18.09
36,996
Equity compensation plans approved by security holders (Restricted stock plan)
164,570
—
—
Equity compensation plans not approved by security holders
N/A
N/A
N/A
Total
724,069
$
13.98
36,996
(1) Represents securities available for issuance under the 2019 Equity Compensation Plan to be allocated between incentive and non-qualified stock options, restricted stock awards, performance units and deferred stock.
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Item 13. Certain Relationships and Related Transactions and Director Independence:
The information concerning certain relationships and related transactions under the caption, “Interest of Management and Others in Certain Transactions; Review, Approval or Ratification of Transactions with Related Persons,” 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.
Item 14. Principal Accountant Fees and Services:
The information concerning principal accountant fees and services, as well as related pre-approval policies, under the caption, “Independent Registered Public Accounting Firm,” 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.
PART IV
Item 15. Exhibits and Financial Statement Schedules:
a) DOCUMENTS:
1. The following Consolidated Financial Statements and Supplementary Data of the Company and subsidiaries are filed as part of this annual report:
● Consolidated Balance Sheets as of December 31, 2022 and 2021
● Consolidated Statements of Income for the years ended December 31, 2022, 2021 and 2020
● Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020
● Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020
● Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
● Notes to Consolidated Financial Statements
● Report of Independent Registered Public Accounting Firm
2. All Financial Statement Schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.
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b) EXHIBITS:
Exhibit
Number
Description of Exhibits
3(i)
Certificate of Incorporation of the Company, as amended (1)
3(ii)
Bylaws of the Company (2)
4(i)
Form of Stock Certificate (2)
4(vi)
Description of the Registrant’s Securities
10(i)
Amended and Restated Employment Agreement dated June 4, 2015 with James A. Hughes (7), as amended by Amendment Agreement dates February, 6 2020 (12)
10(ii)
Retention Agreement dated September 18, 2017 with John Kauchak (5), as amended by Amendment Agreement dates February, 6 2020 (12), as amended by Amendment Agreement dated November 10, 2022 (15)
10(iii)
Retention Agreement dated September 18, 2017 with Janice Bolomey (5), as amended by Amendment Agreement dates February, 6 2020 (12), as amended by amendment Agreement dated November 10, 2022 (15)
10(iv)
2011 Stock Option Plan (3)
10(v)
2013 Stock Bonus Plan (4)
10(vi)
2015 Stock Option Plan (6)
10(vii)
Amended and Restated Supplemental Executive Retirement Plan dated October 25, 2018 with James A. Hughes (10)
10(viii)
Executive Incentive Retirement Plan dated October 22, 2015 (8)
10(ix)
2017 Stock Option Plan (9)
10(x)
2019 Equity Compensation Plan (11)
10(xi)
Form of Indemnification Agreement entered into on January 23, 2020 by and among the Registrant, Unity Bank and each of their respective Directors (13)
10(xii)
Joinder Agreement with Executive Vice President and Chief Financial Officer George Boyan dated February 24, 2022 (14), as amended by Amendment Agreement dated November 10, 2022 (15)
21
Subsidiaries of the Registrant
23.1
Consent of RSM US LLP
31.1
Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of President, Chief Executive Officer, and Chief Financial Officer pursuant to Section 906
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definitions Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained as Exhibit 101)
(1) Previously filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K filed on July 22, 2002 and incorporated by reference herein.
(2) Previously filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K filed February 24, 2017.
(3) Previously filed with the Securities and Exchange Commission as an Exhibit to Form S-8 filed on May 26, 2011 and incorporated by reference herein.
(4) Previously filed with the Securities and Exchange Commission as an Exhibit to Form S-8 filed on July 12, 2013 and incorporated by reference herein.
(5) Previously filed with the Securities and Exchange Commission as an Exhibit to the Current Report on Form 8-K filed October 10, 2017.
(6) Previously filed with the Securities and Exchange Commission as an Exhibit to Form S-8 filed on May 22, 2015 and incorporated by reference herein.
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(7) Previously filed with the Securities and Exchange Commission as an Exhibit to Form 8-K filed on June 5, 2015 and incorporated by reference herein.
(8) Previously filed with the Securities and Exchange Commission as an Exhibit to Form 8-K filed on October 27, 2015 and incorporated by reference herein.
(9) Previously filed with the Securities and Exchange Commission as an Exhibit to Form S-8 filed on May 22, 2017 and incorporated by reference herein.
(10) Previously filed with the Securities and Exchange Commission as an Exhibit to Form 8-K filed on October 30, 2018 and incorporated by reference herein.
(11) Previously filed with the Securities and Exchange Commission as an Exhibit to Form S-8 filed on June 4, 2019 and incorporated by reference herein.
(12) Previously filed with the Securities and Exchange Commission as an Exhibit to Form 8-K filed on February 6, 2020 and incorporated by reference herein.
(13) Previously filed with the Securities and Exchange Commission as an Exhibit to Form 8-K filed on January 28, 2020 and incorporated by reference herein.
(14) Incorporated by reference from Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2022.
(15) Previously filed with the Securities and Exchange Commission as an Exhibit to Form 8-K filed on November 10, 2022 and incorporated herein.
c) Not applicable
Item 16. Form 10-K Summary:
None.
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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.
UNITY BANCORP, INC.
By:
/s/ George Boyan
George Boyan
Executive Vice President and Chief Financial Officer
Date:
March 10, 2023
Pursuant to the requirements 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 and on the dates indicated.
Name
Title
Date
/s/ David D. Dallas
Chairman of the Board and Director
March 10, 2023
David D. Dallas
/s/ James A. Hughes
President, Chief Executive Officer and Director
March 10, 2023
James A. Hughes
/s/ George Boyan
Executive Vice President and Chief Financial Officer
March 10, 2023
George Boyan
/s/ Dr. Mark S. Brody
Director
March 10, 2023
Dr. Mark S. Brody
/s/ Wayne Courtright
Director
March 10, 2023
Wayne Courtright
/s/ Robert H. Dallas, II
Director
March 10, 2023
Robert H. Dallas, II
/s/ Dr. Mary E. Gross
Director
March 10, 2023
Dr. Mary E. Gross
/s/ Peter E. Maricondo
Director
March 10, 2023
Peter E. Maricondo
/s/ Raj Patel
Director
March 10, 2023
Raj Patel
/s/ Donald E. Souders, Jr.
Director
March 10, 2023
Donald E. Souders, Jr.
/s/ Aaron Tucker
Director
March 10, 2023
Aaron Tucker
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