What changed in this filing

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Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-10 · 47 added, 13 removed, 123 unchanged (33% of the section changed)

4 unchanged sentences

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.

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 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 controls over financial reporting were effective as of December 31, 2023.

3 unchanged sentences

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.

The information concerning the directors and executive officers of the Company under the caption “Election of Directors,” and the information under the captions, “Compliance with Section 16(a) of the Securities Exchange Act of 1934,” and "Governance of the Company," in the Proxy Statement for the Company’s 2024 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 29, 2024.

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.

The following table sets forth certain information as of December 31, 2023, regarding each executive officer of the Company who is not also a director.

Name, Age and Position

Officer Since

Principal Occupation During Past Five Years

George Boyan, 42, Chief Financial Officer and Executive Vice President of the Company and Bank

Previously, Mr.

Boyan had served as First Senior Vice President, Treasurer & Controller with Bank Leumi USA since January 2014.

He also served as President of Leumi Investment Services, since October 2018.

Vincent Geraci, 56, Director of Mortgage Lending and First Senior Vice President of the Company and Bank

Geraci joined the bank in 2010 as the Director of Mortgage Lending.

James Donovan, 60, Chief Lending Officer and Senior Vice President of the Company and Bank

Previously, Mr.

Donovan had served as Group Vice President, Pennsylvania Market Manager Business Banking for M&T Bank since 2005.

He also served as Senior Vice President, Head of Commercial & Industrial Banking for Bryn Mawr Trust since April 2019.

James Davies, 32, Controller and Senior Vice President of the Company and Bank

Previously, Mr.

Davies worked at Bank Leumi USA and its successor Valley Bank in various capacities since April 2016, including Co-Controller.

He also served as the Chief Financial Officer of Leumi Investment Services since December 2020.

Daniel Sharabba, 35, Senior Retail Officer and Senior Vice President of the Company and Bank

Previously, Mr.

Sharabba served as Vice President, Regional Manager with Citizens Bank since March 2021.

He also served as Vice President, Private Client Branch Manager for JP Morgan Chase from June 2016 to March 2021.

Minsu Kim, 31, Chief Credit Officer and Senior Vice President of the Company and the Bank

Previously, Mr.

Kim served as Vice President, Commercial Loan Officer at Unity Bank from 2018 to 2022.

David Bove, 38, Chief Technology Officer and Senior Vice President of the Company and Bank

Bove joined the bank in 2015 as Chief Technology Officer.

Executive Compensation:

22 unchanged sentences

column (A)) (C) (1)

Equity compensation stock option plans approved by security holders

Equity compensation plans approved by security holders (stock options)

Equity compensation plans approved by security holders (Restricted stock plan)

Equity compensation plans not approved by security holders

(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.

(1) Represents securities available for issuance under the Company’s active Equity Compensation Plans to be allocated between incentive and non-qualified stock options, restricted stock awards, performance units and deferred stock.

Certain Relationships and Related Transactions and Director Independence:

23 unchanged sentences

Hughes (7), as amended by Amendment Agreement dates February, 6 2020 (12)

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)

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)

2015 Stock Option Plan (6)

2013 Stock Bonus Plan (4)

2015 Stock Option Plan (6)

Amended and Restated Supplemental Executive Retirement Plan dated October 25, 2018 with James A.

4 unchanged sentences

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)

Change in Control Agreement for SVP, Chief Lending Officer James Donovan (16)

Change in Control Agreement for SVP, Controller James Davies

Separation Agreement and General Release Agreement with Janice Bolomey (17)

2023 Equity Compensation Plan

Deferred Compensation Plan

Change in Control Agreement for FSVP, Director of Mortgage Lending Vincent Geraci

Change in Control Agreement for SVP, Chief Credit Officer Minsu Kim

Change in Control Agreement for SVP, Chief Technology Officer David Bove

Compensation Recoupment Policy

Subsidiaries of the Registrant

Consent of RSM US LLP

Consent of Wolf & Company, PC

Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

23 unchanged sentences

(15) Previously filed with the Securities and Exchange Commission as an Exhibit to Form 8-K filed on November 10, 2022 and incorporated herein.

(16) Previously filed with the Securities and Exchange Commission as an Exhibit to Form 10-Q filed on November 8, 2023 and incorporated herein.

(17) Incorporated by reference from exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed May 25, 2023.

c) Not applicable

13 unchanged sentences

March 7, 2024

/s/ Aaron Tucker

Vice Chairman of the Board and Director

March 7, 2024

/s/ Wayne Courtright

9 unchanged sentences

March 7, 2024

/s/ Aaron Tucker

March 10, 2023

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.

What changed 10-K

Item 9A. Controls and Procedures