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 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.
(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:
N o n e
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, “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.
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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
2021
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
2010
Mr. 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
2022
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
2022
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
2023
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
2023
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
2015
Mr. Bove joined the bank in 2015 as Chief Technology Officer.
Item 11. Executive Compensation:
The information concerning executive compensation under the caption, “Executive Compensation,” 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.
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 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.
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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, 2023.
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 plans approved by security holders (stock options)
471,132
$
17.92
482,012
Equity compensation plans approved by security holders (Restricted stock plan)
164,634
—
—
Equity compensation plans not approved by security holders
N/A
N/A
N/A
Total
635,766
$
17.92
482,012
(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.
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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 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.
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 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.
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, 2023 and 2022
● Consolidated Statements of Income for the years ended December 31, 2023 and 2022
● Consolidated Statements of Comprehensive Income for the years ended December 31, 2023 and 2022
● Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2023 and 2022
● Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022
● 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(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)
10(xiii)
Change in Control Agreement for SVP, Chief Lending Officer James Donovan (16)
10(xiv)
Change in Control Agreement for SVP, Controller James Davies
10(xv)
Separation Agreement and General Release Agreement with Janice Bolomey (17)
10(xvi)
2023 Equity Compensation Plan
10(xvii)
Deferred Compensation Plan
10(xviii)
Change in Control Agreement for FSVP, Director of Mortgage Lending Vincent Geraci
10(xix)
Change in Control Agreement for SVP, Chief Credit Officer Minsu Kim
10(xx)
Change in Control Agreement for SVP, Chief Technology Officer David Bove
10(xxi)
Compensation Recoupment Policy
21
Subsidiaries of the Registrant
23.1
Consent of RSM US LLP
23.2
Consent of Wolf & Company, PC
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.
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(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.
(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.
(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
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 7, 2024
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 7, 2024
David D. Dallas
/s/ James A. Hughes
President, Chief Executive Officer and Director
March 7, 2024
James A. Hughes
/s/ George Boyan
Executive Vice President and Chief Financial Officer
March 7, 2024
George Boyan
/s/ Aaron Tucker
Vice Chairman of the Board and Director
March 7, 2024
Aaron Tucker
/s/ Dr. Mark S. Brody
Director
March 7, 2024
Dr. Mark S. Brody
/s/ Wayne Courtright
Director
March 7, 2024
Wayne Courtright
/s/ Robert H. Dallas, II
Director
March 7, 2024
Robert H. Dallas, II
/s/ Dr. Mary E. Gross
Director
March 7, 2024
Dr. Mary E. Gross
/s/ Peter E. Maricondo
Director
March 7, 2024
Peter E. Maricondo
/s/ Raj Patel
Director
March 7, 2024
Raj Patel
/s/ Donald E. Souders, Jr.
Director
March 7, 2024
Donald E. Souders, Jr.
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