DEF 14A of Unity Bancorp Inc /NJ/
Filed Mar 10, 2025 · FY20240000920427-25-000022
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS In accordance with the Certificate of Incorporation and the Bylaws of the Company, the Board of Directors must consist of not less than one (1) and not more than sixteen (16) Directors. The Board of Directors of the Company currently has nine (9) members. The Board of Directors is divided into three classes. Effective February 26, 2025, Mr. Donald E. Souders, Jr., a member of our Board for over 15 years, resigned due to time constraints imposed by his growing law practice. We thank Mr. Souders for his service and wish him the best. Three (3) Directors will be elected at this Annual Meeting to serve for three-year terms expiring at the Company’s Annual Meeting in 2028 and until their successors are duly elected and qualified. All nominees are current members of the Company’s Board of Directors. The following tables set forth, as of the record date, the names of the nominees and the names of those Directors whose terms continue beyond the Annual Meeting, their ages, a brief description of their recent business experience, including present occupations and employment, certain directorships held by each, the year in which each became a Director of the Company and the year in which their terms (or in the case of the nominees, their proposed terms) as a Director of the Company expire. The persons named as proxy will vote your proxy “FOR” the election of each of the nominees named below unless you indicate that your vote should be withheld. If elected, each nominee will continue in office until their successor has been duly elected and qualified, or until the earliest of death, resignation, retirement or removal. Each of the nominees has indicated to the Company that he or she will serve if elected. The Company does not anticipate that any of the nominees will be unable to stand for election, but if that happens, your proxy will be voted in favor of another person nominated by the Board. The Board of Directors has nominated and recommends a vote “FOR” the election of Dr. Mary E. Gross, James A. Hughes, and Aaron Tucker.
Our Compensation Approach
| ● | Ensuring that our NEOs maintain and hold a significant equity interest in the Company by making restricted stock grants a significant part of the total compensation mix, thereby further aligning Management interests with those of our shareholders; |
Compensation Design Principles and Governance Best Practices
| ● | Pay-for-Performance - We provide a significant portion of pay based on performance, whether through formula-based incentive plans or based on our review of Company/executive performance. |
Compensation Design Principles and Governance Best Practices
| ● | Sound Risk Management - We discourage excessive risk taking and have designed our incentive plans with appropriate risk-mitigating features. |
Compensation Design Principles and Governance Best Practices
| ● | Stock Option Repricing - Our equity plan does not permit repricing of stock options that are out-of-the-money. |
Compensation Design Principles and Governance Best Practices
| ● | Vesting Periods – We impose vesting periods on awards of restricted stock or stock options. |
Executive Compensation Objectives and Policies
| Compensation Component | Purpose/Objective | | Base Salary | • Provides a competitive level of fixed income based on role, experience, and individual performance | | Annual Incentive Plan | • Motivates and rewards executives for performance based on Company and individual results | | | • Rewards vary based on performance | | Equity Awards | • Aligns executives’ interests with those of shareholders through equity-based compensation | | | • Rewards executives’ for long-term shareholder value creation | | | • Encourages retention through multiple year vesting | | Other Benefits | • Provides a base level of competitive compensation for executive talent | | Employment Agreements/ | • Provides employment security to key executives | | Severance & Change in | • Focuses executives on company performance and transactions that are in the | | Control ("CIC") Agreements | best interests of shareholders, regardless of the impact such transactions may have on the executive’s employment | | Retirement Benefits | • The Supplemental Executive Retirement Plan (the “SERP”) provides long-term compensation for our CEO while its vesting provisions help ensure that the Company will continue to receive the benefit of his service | | | • The Executive Incentive Retirement Plan (the “EIRP”) provides long-term compensation for our CFO | | Deferred Compensation | • The Deferred Compensation Plan provides an award for past service, as well as encouraging continued service and as a method to attract future members of Management |
Annual Cash Incentive
Annual Cash Incentive An important element of our compensation program is our Executive Bonus Program which provides cash incentives to our Chief Executive Officer and our Chief Financial Officer. Awards under the Program are based on attaining pre-established corporate goals (50% of the total award) and Committee review of individual performance based on subjective goals (50% of the total award). The Chief Financial Officer’s subjective goal attainment is determined by the Chief Executive Officer, which is then ratified by the Committee. Each participant has a total target incentive opportunity expressed as a percentage of base salary. The 2024 incentive targets are summarized below:
Annual Cash Incentive
| Executive | Target Aggregate Incentive Opportunity | | James A. Hughes | 70.00% | | George Boyan | 50.00% |
Annual Cash Incentive
The Committee establishes performance measures on an annual basis for the portion of the awards based on corporate goals that are tied specifically to the Company’s financial performance. The Committee utilized the Company’s pre-provision net revenue vs. peer in 2024. The Committee decided that pre-provision net revenue would best reflect core income/performance while maintaining a reasonable and competitive potential payout. The weight and performance of each goal for 2024 is set forth in the following table:
Annual Cash Incentive
| Performance Measure | Weight | Threshold | Target | Cap | | Pre-Provision Net Revenue (PPNR) ROAA vs. Peers (1) | 25.00% | 50.00% | 100.00% | 150.00% | | Pre-Provision Net Revenue (PPNR) ROAE vs. Peers (1) | 25.00% | 50.00% | 100.00% | 150.00% |
Annual Cash Incentive
At the end of the year, the Committee determined a payout for Messrs. Hughes and Boyan based on an assessment of the Company’s performance under the quantitative financial measure set forth above (determined formulaically) as well as an assessment of each executive’s performance and contribution toward strategic goals. The corporate results were as follows:
Annual Cash Incentive
| Performance Measure | 2024 Performance | Result | Payout Factor | | Pre-Provision Net Revenue (PPNR) ROAA vs. Peers (1) | 242.72% | Cap | 150.00% | | Pre-Provision Net Revenue (PPNR) ROAE vs. Peers (1) | 223.66% | Cap | 150.00% |
Annual Cash Incentive
| (1) The Company’s peer group consists of Pennsylvania and New Jersey Community Banks with assets from $0.6 billion to $24.0 billion, excluding Subchapter S institutions. |
Annual Cash Incentive
In determining the performance on the individual portion of the annual incentive, the Committee considered its assessment of the Chief Executive Officer’s performance and the Chief Executive Officer’s evaluation of Mr. Boyan’s performance. In light of strong performance on operational, strategic, financial shareholder metrics, and in consideration of the significant individual and collective achievements of the executive team during 2024, the Committee approved individual payouts based upon factors such as regulatory compliance, board interaction, strategic goals, and leadership. Following is a summary of the incentive awards paid to executives:
Annual Cash Incentive
| Executive | 2024 Target Annual Incentive Award | 2024 Actual Annual Incentive Award | 2024 Actual as % of Target | | James A. Hughes | $535,080 | $655,473 | 122.50% | | George Boyan | 225,000 | 275,625 | 122.50% |
Annual Cash Incentive
As discussed above, our Chief Executive Officer has full discretion to award incentive compensation to our NEOs other than the Chief Executive Officer and the Chief Financial Officer. In determining the amount of incentive compensation to be paid to each officer, our Chief Executive Officer considered factors such as the Company’s performance, the executive’s performance, the attainment of strategic goals, and the Company’s regulatory standing, among other factors. The table below sets forth the incentive compensation paid to our NEOs other than the Chief Executive Officer and the Chief Financial Officer in 2024:
Annual Cash Incentive
| Executive | 2024 Actual Annual Incentive Award | | Vincent Geraci | $- | | James Donovan | 55,000 | | Daniel Sharabba | 45,000 |
Quarterly Cash Incentive
Quarterly Cash Incentive In our commitment to aligning employee incentives with company performance, we have implemented a quarterly Return on Assets (“ROA”) bonus program, for all employees, including the NEOs other than Mr. Hughes. This program awards a cash bonus based on a percentage tier system, directly linking the bonus amount to the Company's quarterly ROA. Employees will receive higher cash bonuses as the Company's ROA increases with a minimum floor and maximum cap. This initiative not only rewards individual efforts, but also promotes a collective drive towards achieving our organizational goals. The table below illustrates the tier percentages required for ROA payouts:
Quarterly Cash Incentive
| Minimum ROA | Maximum ROA | Payout | | 1.50% | 1.60% | $250 | | 1.61% | 1.65% | $300 | | 1.66% | 1.75% | $400 | | 1.76% | N/A | $500 |
Equity-Based Awards
Equity-Based Awards Equity awards granted to our Chief Executive Officer are based on the Committee’s assessment of business environment, affordability, and corporate and individual performance. Our Chief Executive Officer recommends the equity awards granted to our executive officers, including our NEOs other than the Chief Executive Officer, which are then approved by the Committee. We believe that equity grants, subject to multi-year vesting requirements, are an important component of the total compensation mix and an important retention tool for Executive Management. Once granted, restricted stock vests ratably over a four-year period. Below is a summary of the grants awarded in 2024:
Equity-Based Awards
| | Restricted Stock | | | Executive | # Shares | Grant Value ($) | | James A. Hughes | 18,000 | $497,340 | | George Boyan | 12,000 | 331,560 | | Vincent Geraci | 4,000 | 118,360 | | James Donovan | 2,500 | 73,975 | | Daniel Sharabba | 2,000 | 59,180 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | | | | | | Stock | | Grant Date | | | | | | | | | Awards: | Market | Fair Value | | | | | Estimated future payouts | | | | Shares of | Price on | of Stock and | | | | Approval | under non-equity incentive | | | Grant | Stock or | Grant | Options | | Name | Grant Date | Date | plan awards ($) | | | Type | Units (#) | Date ($) | Awards ($) | | | | (1) | Threshold (2) | Target (3) | Max (4) | | (5) | | | | James A. | | 3/5/2025 | 401,310 | 535,080 | 668,850 | | | | | | Hughes | 3/8/2024 | 3/7/2024 | | | | Restricted stock | 18,000 | 27.63 | 497,340 | | George | | 3/5/2025 | 168,750 | 225,000 | 281,250 | | | | | | Boyan | 3/8/2024 | 3/7/2024 | | | | Restricted stock | 12,000 | 27.63 | 331,560 |
Grants of Plan-Based Awards
| (1) The fiscal year 2024 earned non-equity incentive awards were approved by the HR/Compensation Committee on February 27, 2025, contingent on the 10-K filing, to be paid after the 10-K filing. |
Grants of Plan-Based Awards
| (2) The threshold assumes 50% attainment of corporate performance factors. |
Grants of Plan-Based Awards
| (3) The target represents 100% of the target payout. |
Grants of Plan-Based Awards
| (4) The maximum represents 125% of the target payout. |
Grants of Plan-Based Awards
| (5) Represents shares of restricted stock granted under the 2023 Equity Compensation Plan. These shares vest annually in four (4) equal installments commencing with the first anniversary of the grant date subject to continued employment through the vesting date. These shares have the right to vote and receive dividends. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The table below details the options and restricted stocks acquired, along with their respective values at the time of acquisition in 2024:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of shares | Value Realized | Number of shares | Value Realized | | Name | acquired on exercise (#) | on exercise ($) | acquired on vesting (#) | on vesting ($) | | James A. Hughes | 16,490 | 530,177 | 15,000 | 432,330 | | George Boyan | - | - | 8,250 | 227,435 | | Vincent Geraci | 2,500 | 28,736 | 1,938 | 88,296 | | James Donovan | - | - | 750 | 29,795 | | Daniel Sharabba | - | - | 250 | 6,590 |
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan The Company and the Bank entered into a Supplemental Executive Retirement Plan (“SERP") with Mr. Hughes on January 1, 2014, which was amended on October 25, 2018. The SERP will provide Mr. Hughes with certain supplemental non-qualified retirement benefits. Upon separation from service after age 66, Mr. Hughes will be entitled to an annual benefit in an amount equal to sixty (60) percent of the average of his base salary for the thirty-six months immediately preceding his separation from service for reasons other than Cause. The retirement benefit shall be adjusted annually thereafter by a percentage equal to the Consumer Price Index as reported by the U.S. Bureau of Labor Statistics for All Urban Consumers (CPI-U). The maximum number of annual payments to Mr. Hughes shall be fifteen (15). In the event of Mr. Hughes' passing, his SERP will be transferred to his beneficiaries, subject to the plan's provisions. The following table sets forth certain information regarding non-qualified deferred compensation benefits during the Company’s fiscal year ended December 31, 2024:
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan
| | | Executive | Registrant | Aggregate | Aggregate | | | | | Contributions in | Contributions in | Earnings in | Withdrawals/ | Aggregate balance | | Name | Plan | Last FY ($) | Last FY ($)* | Last FY ($) | Distributions ($) | at last FYE ($) | | James A. Hughes | SERP | - | 1,037,967 | - | - | 6,322,019 |
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan
* Registrant Contributions represent U.S. GAAP expense recognized during the fiscal year ended December 31, 2024.
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan The Company is party to an Executive Incentive Retirement Plan (“EIRP”) with Mr. Boyan, which was entered into on February 24, 2022. The EIRP is an unfunded, non-qualified deferred compensation plan. For any Year, a guaranteed annual Deferral Award percentage of seven and one half percent (7.5%) of the participant’s annual base salary shall be credited to each participant’s Deferred Benefit Account. A discretionary annual Deferral Award equal to any amount up to seven and one half percent (7.5%) of the participant’s annual base salary may be credited to the participant’s account in addition to the guaranteed Deferral Award, if the Bank exceeds the benchmarks set forth in the Annual Executive Bonus Matrix. The total Deferral Award shall never exceed fifteen percent (15%) of annual base salary for any given Year. Each participant shall be immediately one hundred percent (100%) vested in all Deferral Awards as of the date they are awarded.
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
| | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | | Contributions in | Contributions in | Earnings Accrued | Withdrawals/ | balance at last | | Name | Plan | Last FY ($) | Last FY ($) | in Last FY ($) | Distributions ($) | FYE ($) | | George Boyan | EIRP | - | 58,500 | 14,942 | - | 183,670 |
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
The following table sets forth information regarding outstanding equity awards to the NEOs at December 31, 2024.
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (12/31/24) | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | | Equity | | | | | Equity | Equity | | | | | Incentive Plan | | | | | Incentive | Incentive Plan | | | Number of | Number of | Awards; | | | | | Plan Awards: | Awards: Market | | | Securities | Securities | Number of | | | Number of | Market Value | Number of | or Payout Value | | | Underlying | Underlying | Securities | | | Shares or | of Shares or | Unearned | of Unearned | | | Unexercised | Unexercised | Underlying | | | Units of | Units of | Shares, Units | Shares, Units or | | | Options | Options | Unexercised | Option | Option | Stock That | Stock That | or Other Rights | Other Rights | | | Exercisable | Unexercisable | Unearned | Exercise | Expiration | Have Not | Have Not | That Have Not | That Have Not | | Name | (#) | (#) | Options (#) | Price ($) | Date | Vested (#) | Vested ($) | Vested (#) | Vested (#) | | James A. Hughes | 11,000 | - | - | 8.95 | 2/25/2026 | 2,500 | 109,025 | - | - | | | 10,000 | - | - | 21.15 | 3/9/2028 | 2,000 | 87,220 | - | - | | | 14,000 | - | - | 18.77 | 12/21/2028 | 9,000 | 392,490 | - | - | | | 25,000 | - | - | 20.61 | 3/12/2029 | 13,500 | 588,735 | - | - | | | 15,000 | - | - | 16.27 | 3/16/2030 | 18,000 | 784,980 | - | - | | | 25,000 | - | - | 20.56 | 3/25/2031 | - | - | - | - | | George Boyan | - | - | - | - | - | 2,500 | 109,025 | - | - | | | - | - | - | - | - | 6,000 | 261,660 | - | - | | | - | - | - | - | - | 8,250 | 359,783 | - | - | | | - | - | - | - | - | 12,000 | 523,320 | | | | Vincent Geraci | - | - | - | - | - | 812 | 35,411 | - | - | | | - | - | - | - | - | 1,500 | 65,415 | - | - | | | - | - | - | - | - | 4,000 | 174,440 | - | - | | James Donovan | - | - | - | - | - | 500 | 21,805 | - | - | | | - | - | - | - | - | 1,000 | 43,610 | - | - | | | - | - | - | - | - | 2,500 | 109,025 | - | - | | Daniel Sharabba | - | - | - | - | - | 750 | 32,708 | - | - | | | - | - | - | - | - | 2,000 | 87,220 | - | - |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
CEO Pay Ratio
CEO Pay Ratio The following table sets forth in accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402 (u) of Regulation S-K, the total annual compensation paid to the Chief Executive Officer in relation to the median total annual compensation paid to all other employees as of the fiscal year ended December 31, 2024:
CEO Pay Ratio
| Year | CEO Total Compensation | Median Employee Compensation | Pay Ratio | | 2024 | $3,300,108 | $82,957 | 40:1 |
CEO Pay Ratio
Median compensation was calculated by determining total annual compensation per employee in 2024 less CEO compensation. The parameters used to determine non-CEO employee compensation were consistent with the factors included in the Executive Compensation table and include salary compensation along with any cash and equity bonus paid. All other compensation primarily does not apply to non-executive employees and therefore is not factored into the calculation as it would have little to no effect on the median total. The methodologies used in determining median total annual compensation are in accordance with Item 402(c)(2)(x) of Regulation S-K, however the calculation method can vary company to company, making a direct comparison with other CEO pay ratios impractical.
Pay Vs. Performance
Pay Vs. Performance The Company believes that executive compensation should be structured in a way that aligns with long-term shareholder value. The following table illustrates compensation actually paid for our Principal Executive Officer and other NEOs as a group and the correlation with the company’s listed performance measures:
Pay Vs. Performance
| | Summary | | Average Summary | Average | Value of Initial Fixed | | | Bank | | | Compensation | Compensation | Compensation Table | Compensation | $100 Investment Based On: | | | Pre Provision | | | Table Total For | Actually Paid to | Total for Non-PEO | Actually Paid to | Total Shareholder | Peer Group Total | Net Income | Net Revenue | | Year | PEO ($) | PEO ($) | NEOs ($) | Non-PEO NEOs ($) | Return ($) | Shareholder Return ($) | (in millions) | (PPNR) ROAA | | | (1) | (1) | (2) | (2) | | (3) | | | | 2024 | 3,300,108 | 3,972,908 | 679,591 | 843,398 | 207.94 | 110.50 | 41.5 | 2.23 | | 2023 | 2,360,462 | 2,503,103 | 544,748 | 575,735 | 139.49 | 104.92 | 39.7 | 2.32 | | 2022 | 2,207,257 | 2,323,003 | 797,723 | 827,847 | 126.86 | 112.59 | 38.5 | 2.55 | | 2021 | 2,373,879 | 2,733,535 | 613,293 | 772,845 | 120.00 | 112.83 | 36.1 | 2.50 |
Pay Vs. Performance
| 1) | The Company’s Principal Executive Officer “PEO” is James A. Hughes. |
Pay Vs. Performance
| 2) | The Company’s current Non-PEO NEOs consist of George Boyan, Vincent Geraci, James Donovan, and Daniel Sharabba. Prior periods include Laureen Cook who resigned as Senior Vice President and Chief Accounting Officer on April 8, 2022, Janice Bolomey who resigned as Executive Vice President and Chief Administrator Officer on June 30, 2023, John Kauchak who retired as Executive Vice President and Chief Operating Officer on June 30, 2023, and James Davies Senior Vice President and Controller who was reported on the 2024 Proxy. |
Pay Vs. Performance
| 3) | For the years in which public shareholder return data was available, the Company’s peer group total shareholder consists of data compiled on the following banks: American Bank, BCB Community Bank, Blue Foundry Bank, ConnectOne Bank, Embassy Bank for the Lehigh Valley, ESSA Bank & Trust, First Bank, First Commerce Bank, Kearny Bank, Lakeland Bank, Magyar Bank, Parke Bank, Peapack-Gladstone Bank, Provident Bank, QNB Bank, The Bank of Princeton, and Univest Bank and Trust Co. |
Pay Vs. Performance
Below is a summary of the adjustments used to determine compensation “actually paid” for the Company’s PEO and Non-PEO NEOs:
Pay Vs. Performance
| | 2024 | 2023 | 2022 | 2021 | | Deduction for Amounts Reported under the "Stock Awards" Column | $(1,080,415) | (774,000) | (1,378,660) | (923,512) | | Deduction for Amounts Reported under "Option Awards" Column | — | — | — | (416,967) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-End | 1,678,985 | 1,109,625 | 1,339,170 | 1,385,248 | | Increase for Fair Value of Awards Granted during year that Vest during year | — | — | — | — | | Increase for Change in Fair Value from Prior-Year End to Current Year-End of Awards Granted Prior to year that were Outstanding and Unvested as of Year-End | 677,334 | 182,683 | 98,841 | 795,659 | | Increase (decrease) for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to year that Vested during year | 1,960 | (240,298) | 138,592 | 293,855 | | Deduction of Fair Value of Awards Granted Prior to Year that were Forfeited during year | — | — | — | — | | Increase based upon Incremental Fair Value of Awards Modified during year | — | — | — | — | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award | 50,161 | 50,556 | 38,300 | 23,135 |
Pay Vs. Performance
The Company looks at the following financial measures in linking compensation to performance. These measures are used in determining executive bonus compensation and best reflect the Company’s core/income performance.
Pay Vs. Performance
| Financial Measure | Description | | Pre-Provision Net Revenue (PPNR) ROAA | Pre-provision Net Revenue("PPNR") is a Non-GAAP measure and is defined as the Bank's income before provision for income taxes, less provision for credit losses divided by average total assets. Information obtained from Call Report data. | | Pre-Provision Net Revenue (PPNR) ROAE | Pre-provision Net Revenue("PPNR") ROAE is a Non-GAAP measure and is defined as the Bank's income before provision for income taxes, less provision for credit losses divided by average total equity. Information obtained from Call Report data. |
Pay Vs. Performance
The following table set forth below describes the relationship between Total Shareholder Return vs. the Company’s Peer Group: The following table set forth below describes the change in NEO “Actual” Compensation Paid vs. the change in Net Income: The following table set forth below describes the change in NEO “Actual” Compensation Paid vs. the change in PPNR Return on Average Assets:
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Each Director listed below is a current Director of the Company and the Bank. Directors of the Company do not receive per meeting fees for their service on the Company’s Board of Directors. Compensation for service on the Bank’s Board of Directors for 2024 was in the form of cash compensation consisting of an annual retainer, meeting, and committee fees, as well as, equity compensation in the form of restricted stock. Non-executive Directors received a $32,000 retainer for service on the Board of Directors in 2024 which was paid in 2025. The Chairman of each Board Committee received an additional $5,000 retainer, while the Chairman of the Board received an additional $8,000. Non-executive Directors also receive $900 for attendance at each Bank Board of Directors’ meeting, and between $500 and $900 for attendance at each Bank Committee meeting. The Chairman of the Board and the Chairman of each individual Committee receive an additional $200 per meeting. The Directors are eligible to participate in the Company’s stock bonus and stock option plans. On January 2, 2024, the Company’s non-employee Directors were each granted restricted stock for their service in 2023. The shares were granted at a fair value of $29.59 per share, which vests annually in 25% increments over four (4) years commencing January 2, 2025.
Director Compensation
Director Compensation For details on fees earned or paid in cash, fair value of the awards granted and all other compensation paid to the Directors in 2024 at year-end see below:
Director Compensation
| | Fees Earned or | | All Other | | | Name | Paid in Cash | Stock Awards | Compensation | Total | | | | (1) | (2) | | | Dr. Mark S. Brody | $16,500 | $65,098 | $30,000 | $111,598 | | Wayne Courtright | 22,400 | 65,098 | 30,000 | 117,498 | | David D. Dallas | 21,900 | 65,098 | 33,000 | 119,998 | | Robert H. Dallas, II | 18,900 | 65,098 | 27,000 | 110,998 | | Dr. Mary E. Gross | 14,900 | 65,098 | 30,000 | 109,998 | | Peter E. Maricondo | 17,500 | 65,098 | 30,000 | 112,598 | | Raj Patel | 18,900 | 65,098 | 27,000 | 110,998 | | Donald E. Souders, Jr. (3) | 11,400 | 65,098 | 27,000 | 103,498 | | Aaron Tucker | 19,800 | 65,098 | 27,000 | 111,898 |
Director Compensation
| (1) Represents the full grant date fair value of the award. |
Director Compensation
| (2) Represents the retainer paid in 2024 for service on the Board of Directors during 2023. |
Director Compensation
| (3) Per 8-K filed on February 28th, 2025, Donald E. Souders, Jr. announced his resignation from the Board of Directors effective February 26th, 2025. His departure was not the result of any disagreements with the Company. |
Director Compensation
For details on the restricted stock and options awarded to the Directors in 2024; as well as their aggregate holdings at year-end see below:
Director Compensation
| | | | Aggregate | | | | Number of | | Number of | | | | shares of | Grant Date | Restricted | | | | Restricted | Fair Value | Stock | Aggregate Number | | | Stock | of Stock | Awards | of Options | | Name | Awarded | Awarded | Outstanding | Outstanding | | Dr. Mark S. Brody | 2,200 | $65,098 | 4,950 | 20,000 | | Wayne Courtright | 2,200 | 65,098 | 5,250 | 16,800 | | David D. Dallas | 2,200 | 65,098 | 5,250 | 17,333 | | Robert H. Dallas, II | 2,200 | 65,098 | 4,950 | 17,300 | | Dr. Mary E. Gross | 2,200 | 65,098 | 5,250 | 6,600 | | Peter E. Maricondo | 2,200 | 65,098 | 5,250 | 20,000 | | Raj Patel | 2,200 | 65,098 | 4,950 | 8,200 | | Donald E. Souders, Jr. | 2,200 | 65,098 | 5,250 | 1,333 | | Aaron Tucker | 2,200 | 65,098 | 4,950 | 22,700 |