DEF 14A of Unity Bancorp Inc /NJ/
Filed Mar 6, 2026 · FY20250000920427-26-000020
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 ten (10) members. The Board of Directors is divided into three classes. Four (4) Directors will be elected at this Annual Meeting to serve for three-year terms expiring at the Company’s Annual Meeting in 2029 and until their successors are duly elected and qualified. These nominees are current members of the Company’s Board of Directors. One (1) Director will be elected at this Annual Meeting to serve a one-year term expiring at the Company’s Annual Meeting in 2027. This nominee was appointed to the Company’s Board of Directors on January 1, 2026. 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. There are no arrangements or understandings with another person under which the individual was or is to be selected as a director or nominee. 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 Wayne Courtright, David D. Dallas, Robert H. Dallas, II, Peter E. Maricondo, and George Boyan.
Director Nominees
Director Nominees
Director Nominees
| | | | Principal Occupation | Director | Term | | Name | Age | Position (1) | During Past Five Years | Since (3) | Expires | | Wayne Courtright | 78 | Director | Retired, Former Bank Executive Officer and Consultant | 2004 | 2029 | | David D. Dallas (2) | 71 | Chairman | Chairman of the Company and the Bank; CEO of Dallas Group of America, Inc. | 1991 | 2029 | | Robert H. Dallas, II (2) | 79 | Director | President of Dallas Group of America, Inc. | 1991 | 2029 | | Peter E. Maricondo | 79 | Director | Retired, Former Financial Consultant | 2004 | 2029 | | George Boyan | 44 | Director | President of the Company and Bank, effective January 1, 2026. Formerly Chief Financial Officer and Executive Vice President of the Company and Bank | 2026 | 2027 |
Director Nominees
| (1) Each Director of the Company is also a Director of Unity Bank (the “Bank”). |
Director Nominees
| (2) David D. Dallas and Robert H. Dallas, II are brothers. |
Director Nominees
| (3) Includes prior service on the Board of Directors of the Bank. |
Continuing Directors
Continuing Directors
Continuing Directors
| | | | Principal Occupation | Director | Term | | Name | Age | Position(1) | During Past Five Years | Since(2) | Expires | | Mark S. Brody | 73 | Director | Managing Member of Financial Planning Analysts, LLC; Registered Principal of Planned Financial Programs, Inc. | 2002 | 2027 | | Raj Patel | 69 | Director | CEO of Millennium Hotel Group; CEO of 2602 Deerfield LLC | 2007 | 2027 | | Mary E. Gross | 65 | Director | Founder, Human Edge Resources, LLC | 2009 | 2028 | | James A. Hughes | 67 | CEO and Director | CEO of the Company and the Bank | 2002 | 2028 | | Aaron Tucker | 63 | Vice Chairman | President and CEO, Tucker Enterprises; Real Estate Builder and Investor | 2014 | 2028 |
Continuing Directors
| (1) Each Director of the Company is also a Director of Unity Bank (the “Bank”). |
Continuing Directors
| (2) Includes prior service on the Board of Directors of the Bank. |
Director Qualifications
Director Qualifications
Director Qualifications
| George Boyan | | | President Age: 44 Director Since: 2026 Unity Committee(s): ● Executive Loan ● ALCO | Biography: Mr. Boyan is a Certified Public Accountant, a Chartered Financial Analyst, holds a JD from Rutgers Law, and has a Bachelor of Science in Finance and Political Science, as well as a Master of Accountancy from Rutgers. Select Qualifications and Experience: ◆ The Board believes that it is important that Mr. Boyan, as the President of the Company and the Bank, participate in all Board deliberations and decisions. ◆ Mr. Boyan has over 20 years of experience in the Financial Services and Banking industry. |
Director Qualifications
| Mark S. Brody | | | Independent Age: 73 Director Since: 2002 Unity Committee(s): ● Audit & Risk ● Human Resource/ Compensation ● ALCO | Biography: Dr. Brody is a Registered Principal and the former Vice President of Planned Financial Programs, Inc. and a Managing Member of Financial Planning Analysts, LLC. Select Qualifications and Experience: ◆ Dr. Brody has extensive experience in the financial markets, and is a prominent businessman in NJ and NY, having many contacts to generate new business for the Company. ◆ Dr. Brody is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. |
Director Qualifications
| Wayne Courtright | | | Independent Age: 78 Director Since: 2004 Unity Committee(s): ● Audit & Risk ● Executive Loan ● ALCO | Biography: Mr. Courtright is a retired banker, who has served in the capacity of Executive Vice President, Chief Lending and Chief Credit Officer and as a Director at several institutions. Select Qualifications and Experience: ◆ Mr. Courtright is a prominent businessman in NJ and has many contacts to generate new business for the Company. ◆ Mr. Courtright is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. |
Director Qualifications
| David D. Dallas | | | Chairman Independent Age: 71 Director Since: 1991 Unity Committee(s): ● Audit & Risk ● Executive Loan ● ALCO | Biography: Mr. Dallas is a founding member of the Bank and currently serves as Chairman of the Company and Bank. Mr. Dallas is the CEO of The Dallas Group of America. Inc., a specialty chemical manufacturing business headquartered in Whitehouse, NJ, which serves a global industrial and foodservice customer base. Select Qualifications and Experience: ◆ Mr. Dallas has over 40 years of extensive experience in real estate through investing and developing commercial and residential properties throughout the NJ and PA markets served by the Company. ◆ Mr. Dallas is an active member of the Franklin Township Land Use Board, having served for more than 15 years, and currently serves as a trustee of Kinnelon Heritage Conservation Society, Inc. located in Kinnelon, NJ and Centenary University located in Hackettstown, NJ. |
Director Qualifications
| Robert H. Dallas, II | | | Independent Age: 79 Director Since: 1991 Unity Committee(s): ● Corporate Governance & Nominating ● Executive Loan ● ALCO | Biography: Mr. Dallas is a founding member of the Bank and has served as a Director of the Bank since 1991 and the Company since it was formed. Mr. Dallas is the President of The Dallas Group of America Inc., a specialty chemical manufacturing business headquartered in Whitehouse, NJ, which serves a global industrial and foodservice customer base. Select Qualifications and Experience: ◆ Mr. Dallas has over 40 years of extensive experience in real estate through investing and developing commercial and residential properties throughout the NJ and PA markets served by the Company. |
Director Qualifications
| Mary E. Gross | | | Independent Age: 65 Director Since: 2009 Unity Committee(s): ● Audit & Risk ● Corporate Governance & Nominating ● Human Resource/ Compensation ● ALCO | Biography: Dr. Gross is the founder of Human Edge Resources, LLC. Dr. Gross holds a Doctorate of Psychology in Organizational Psychology from Rutgers, a Master of Business Administration with honors from The Wharton School of the University of Pennsylvania, and a Bachelor of Science in Accounting from the University of Maryland. Select Qualifications and Experience: ◆ Dr. Gross' experience in human resources and financial services assists the Board in its oversight of the Company’s operations. ◆ Dr. Gross is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. |
Director Qualifications
| James A. Hughes | | | Chief Executive Officer Age: 67 Director Since: 2002 Unity Committee(s): ● Executive Loan ● ALCO | Biography: Mr. Hughes has a Bachelor of Science in Accounting from Mount St. Mary’s College, a Master of Business Administration from Seton Hall University, and is a Certified Public Accountant. Select Qualifications and Experience: ◆ The Board believes that it is important that Mr. Hughes, as the Chief Executive Officer of the Company and the Bank, participate in all Board deliberations and decisions. |
Director Qualifications
| Peter E. Maricondo | | | Independent Age: 79 Director Since: 2004 Unity Committee(s): ● Audit & Risk ● Human Resource/ Compensation ● ALCO | Biography: Mr. Maricondo is a retired financial consultant. Prior to this, Mr. Maricondo served as the Vice President/Corporate Controller at GPU, Inc. and the Vice President/Corporate Controller at NUI Corporation. Mr. Maricondo holds a Master of Accounting from Seton Hall University. Select Qualifications and Experience: ◆ Mr. Maricondo previously worked in public accounting as a Certified Public Accountant with an international accounting firm. ◆ Mr. Maricondo is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. |
Director Qualifications
| Raj Patel | | | Independent Age: 69 Director Since: 2007 Unity Committee(s): ● Corporate Governance & Nominating ● Human Resource/ Compensation ● Executive Loan ● ALCO | Biography: Mr. Patel is currently serving as CEO of Millennium Hotel Group (Hotel), CEO of 2602 Deerfield LLC (Real Estate), and partial owner of the Bergen County Medical Adult Day Care Center (Healthcare). Mr. Patel holds a Bachelor of Engineering from SP University in India. Select Qualifications and Experience: ◆ Mr. Patel is a licensed NJ Realtor and prominent businessman in NJ and has many contacts to generate new business for the Company. |
Director Qualifications
| Aaron Tucker | | | Vice Chairman Independent Age: 63 Director Since: 2014 Unity Committee(s): ● Corporate Governance & Nominating ● Executive Loan ● ALCO | Biography: Mr. Tucker is the current Vice Chairman of the Board. He holds a Bachelor of Science in Business Administration from Northeastern University. Mr. Tucker is the President and CEO of Tucker Enterprises and has extensive experience as a Real Estate Developer. He has been a NJ State Licensed Builder since 1987. Select Qualifications and Experience: ◆ Mr. Tucker is a former member of the Millburn Township Zoning Board of Adjustment. ◆ Mr. Tucker is a prominent businessman in NJ and has many contacts to generate new business for the Company. |
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
| What We Do: | What We Don’t Do: | | ✓ ✓ ✓ back - We have adopted a claw back policy requiring the return of incentive compensation in the event of a financial restatement. ✓ hange in Control (“CIC”) - CIC benefits pursuant to employment or CIC agreements are only paid upon a termination event following a CIC. | ✘ Tax Gross-Ups - We do not provide excise tax gross-ups on benefits or in CIC agreements. ✘ es not permit repricing of stock options that are out-of-the-money. ✘ | | ✓ | ✘ | | ✓ 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. ✓ Sound Risk Management - We discourage excessive risk taking and have designed our incentive plans with appropriate risk-mitigating features. ✓ Clawback - We have adopted a clawback policy requiring the return of incentive compensation in the event of a financial restatement. ✓ Double-Trigger Change in Control (“CIC”) - CIC benefits pursuant to employment or CIC agreements are only paid upon a termination event following a CIC. | ✘ Tax Gross-Ups - We do not provide excise tax gross-ups on benefits or in CIC agreements. ✘ Stock Option Repricing - Our equity plan does not permit repricing of stock options that are out-of-the-money. ✘ Immediate Vesting - We impose multi-year vesting periods on awards of restricted stock or stock options. |
Annual Cash Incentive
Annual Cash Incentive An important element of our compensation program is our Executive Bonus Program which provides cash incentives to our CEO and our President. 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 2025 incentive targets are summarized below:
Annual Cash Incentive
| Name | Target Aggregate Incentive Opportunity | | James A. Hughes | 70% | | George Boyan | 50% |
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 2025. 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 2025 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% | 50% | 100% | 150% | | Pre-Provision Net Revenue (PPNR) ROAE vs. Peers (1) | 25% | 50% | 100% | 150% |
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 | 2025 Performance | Result | Payout Factor | | Pre-Provision Net Revenue (PPNR) ROAA vs. Peers (1) | 208.90% | Cap | 150% | | Pre-Provision Net Revenue (PPNR) ROAE vs. Peers (1) | 186.00% | Cap | 150% |
Annual Cash Incentive
| (1) The Company’s peer group consists of publicly traded community banking entities located in Connecticut, Maryland, New Jersey, New York, and Pennsylvania with assets from $1.0 billion to $13.3 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 2025, 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
| Name | 2025 Target Annual Incentive Award | 2025 Actual Annual Incentive Award | 2025 Actual as % of Target | | James A. Hughes | $577,500 | $707,438 | 122.50% | | George Boyan | 275,000 | 336,875 | 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 President. 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 2025:
Annual Cash Incentive
| Name | 2025 Actual Annual Incentive Award | | Vincent Geraci | $107,854 | | James Donovan | 62,000 | | Daniel Sharabba | 52,000 |
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, to all eligible employees, including the NEOs other than Mr. Hughes. Eligible employees are those employed by the Bank for over one year and in good standing. 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% | $250 | | 1.61% | 1.65% | 300 | | 1.66% | 1.75% | 400 | | 1.76% | N/A | 500 |
Equity-Based Awards
Equity-Based Awards Equity awards granted to our Chief Executive Officer and President are based on the Committee’s assessment of business environment, affordability, and corporate and individual performance. Our Chief Executive Officer recommends the equity awards granted to our executive officers, including our NEOs other than the Chief Executive Officer, which are then approved by the Committee. We believe that equity grants, subject to multi-year vesting requirements, are an important component of the total compensation mix and an important retention tool for Executive Management. Once granted, restricted stock vests ratably over a four-year period. Below is a summary of the grants awarded in 2025:
Equity-Based Awards
| | Restricted Stock | | | Name | # Shares | Grant Value ($) | | James A. Hughes | 14,000 | $573,580 | | George Boyan | 9,500 | 389,215 | | Vincent Geraci | 3,000 | 144,120 | | James Donovan | 1,600 | 76,864 | | Daniel Sharabba | 1,750 | 84,070 |
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 | | | Grant | Approval | Under Non-Equity Incentive | | | Grant | Stock or | Grant | and Options | | Name | Date | Date(1) | Plan Awards | | | Type | Units (5) | Date | Awards | | | | | Threshold (2) | Target (3) | Max (4) | | | | | | James A. Hughes | | 3/4/2026 | $433,125 | $577,500 | $721,875 | | | | | | | 3/11/2025 | 3/5/2025 | | | | Restricted stock | 14,000 | $40.97 | $573,580 | | George Boyan | | 3/4/2026 | $206,250 | $275,000 | $343,750 | | | | | | | 3/11/2025 | 3/5/2025 | | | | Restricted stock | 9,500 | $40.97 | $389,215 |
Grants of Plan-Based Awards
| (1) The fiscal year 2025 earned non-equity incentive awards were approved by the HR/Compensation Committee on February 26, 2026, 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 2025:
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 | 7,500 | $282,700 | 18,000 | $787,000 | | George Boyan | - | - | 11,250 | 469,314 | | Vincent Geraci | - | - | 2,562 | 126,094 | | James Donovan | - | - | 1,375 | 64,784 | | Daniel Sharabba | - | - | 750 | 32,863 |
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 67, 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, 2025:
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan
| | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance | | Name | Plan | in Last FY | in Last FY (1) | Last FY | Distributions | at Last FYE | | James A. Hughes | SERP | $- | $191,584 | $- | $- | $6,513,603 |
Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan
| (1) Registrant Contributions represent U.S. GAAP expense recognized during the fiscal year ended December 31, 2025. |
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 | Contributions | Earnings Accrued | Withdrawals/ | Balance at Last | | Name | Plan | in Last FY | in Last FY | in Last FY | Distributions | FYE | | George Boyan | EIRP | $- | $67,500 | $17,946 | $- | $269,116 |
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
The following table sets forth information regarding outstanding equity awards to the NEOs at December 31, 2025:
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (12/31/25) | | | | | | | | | | | | | | Option Awards | | | | | Stock Awards(1) | | | | | | | | | Equity | | | | | Equity | Equity | | | | | | Incentive Plan | | | | | Incentive Plan | Incentive Plan | | | | | | Awards: | | | | | Awards: | Awards: | | | | Number of | Number of | Number of | | | Number of | Market Value | Number of | Market or | | | | Securities | Securities | Securities | | | Shares or | of Shares or | Unearned | Payout Value of | | | | Underlying | Underlying | Underlying | | | Units of | Units of | Shares, Units | Unearned Shares, | | | | Unexercised | Unexercised | Unexercised | Option | Option | Stock That | Stock That | or Other Rights | Units or Other | | | Grant | Options | Options | Unearned | Exercise | Expiration | Have Not | Have Not | That Have | Rights That Have | | Name | Date | Exercisable | Unexercisable | Options | Price | Date | Vested | Vested(2) | Not Vested | Not Vested | | James A. Hughes | 2/15/2016 | 3,500 | - | - | $8.95 | 2/25/2026 | - | - | - | - | | | 3/9/2018 | 10,000 | - | - | 21.15 | 3/9/2028 | - | - | - | - | | | 12/21/2018 | 14,000 | - | - | 18.77 | 12/21/2028 | - | - | - | - | | | 3/12/2019 | 25,000 | - | - | 20.61 | 3/12/2029 | - | - | - | - | | | 3/16/2020 | 15,000 | - | - | 16.27 | 3/16/2030 | - | - | - | - | | | 3/25/2021 | 25,000 | - | - | 20.56 | 3/25/2031 | - | - | - | - | | | 3/16/2022 | - | - | - | - | - | 4,500 | $232,740 | - | - | | | 5/5/2023 | - | - | - | - | - | 9,000 | 465,480 | - | - | | | 3/8/2024 | - | - | - | - | - | 13,500 | 698,220 | - | - | | | 3/11/2025 | - | - | - | - | - | 14,000 | 724,080 | - | - | | George Boyan | 3/16/2022 | - | - | - | - | - | 3,000 | 155,160 | - | - | | | 5/5/2023 | - | - | - | - | - | 5,500 | 284,460 | - | - | | | 3/8/2024 | - | - | - | - | - | 9,000 | 465,480 | - | - | | | 3/11/2025 | - | - | - | - | - | 9,500 | 491,340 | | | | Vincent Geraci | 12/9/2022 | - | - | - | - | - | 750 | 38,790 | - | - | | | 1/2/2024 | - | - | - | - | - | 3,000 | 155,160 | - | - | | | 1/27/2025 | - | - | - | - | - | 3,000 | 155,160 | - | - | | James Donovan | 5/18/2022 | - | - | - | - | - | 250 | 12,930 | - | - | | | 12/9/2022 | - | - | - | - | - | 500 | 25,860 | - | - | | | 1/2/2024 | - | - | - | - | - | 1,875 | 96,975 | - | - | | | 1/27/2025 | - | - | - | - | - | 1,600 | 82,752 | - | - | | Daniel Sharabba | 9/12/2023 | - | - | - | - | - | 500 | 25,860 | - | - | | | 1/2/2024 | - | - | - | - | - | 1,500 | 77,580 | - | - | | | 1/27/2025 | - | - | - | - | - | 1,750 | 90,510 | - | - |
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
| (1) Restricted stock awards vest at a rate of 25% per year commencing with the first year after the date of grant. |
Non-qualified Deferred Compensation - Executive Incentive Retirement Plan
| (2) At per share closing market price of $51.72 as of December 31, 2025. |
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, 2025:
CEO Pay Ratio
| Year | CEO Total Compensation | Median Employee Compensation | Pay Ratio | | 2025 | $2,703,888 | $73,228 | 37:1 |
CEO Pay Ratio
Median compensation was calculated by determining total annual compensation per employee in 2025 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 | Actually Paid to | Total Shareholder | Peer Group Total | Net Income | Net Revenue | | Year | PEO (1) | PEO (1) | Non-PEO NEOs (2) | Non-PEO NEOs (2) | Return | Shareholder Return (3) | (in millions) | (PPNR) ROAA | | 2025 | $2,703,888 | $3,101,806 | $796,019 | $886,260 | $248.68 | $148.15 | $58.0 | 2.97 | | 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 |
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 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, who were both reported on the 2023 Proxy, 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: Amalgamated Bank, Bankwell Bank, BCB Community Bank, Columbia Bank, ConnectOne Bank, Embassy Bank for the Lehigh Valley, First Bank, First Commerce Bank, First Keystone Community Bank, Flushing Bank, Kearny Bank, LINKBANK, Metropolitan Commercial Bank, NorthEast Community Bank, Northfield Bank, OceanFirst Bank, Orange Bank & Trust Company, Parke Bank, Peapack Private Bank & Trust, QNB Bank, Somerset Regal Bank, The Bank of Princeton, The Ephrata National Bank, The Honesdale National Bank, 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
| Adjustment | 2025 | 2024 | 2023 | 2022 | | Deduction for Amounts Reported under the "Stock Awards" Column | $(1,267,849) | ($1,080,415) | ($774,000) | ($1,378,660) | | Deduction for Amounts Reported under "Option Awards" Column | - | - | - | - | | Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year-End | 1,543,842 | 1,678,985 | 1,109,625 | 1,339,170 | | 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 | 428,816 | 677,334 | 182,683 | 98,841 | | Increase (Decrease) for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 62 | 1,960 | (240,298) | 138,592 | | 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 | 54,010 | 50,161 | 50,556 | 38,300 |
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 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. The following table set forth below describes the relationship between Compensation Actually Paid and Total Shareholder Return compared to the Company’s Peer Group: The following table set forth below describes the change in Compensation Actually Paid compared to the change in Net Income: The following table set forth below describes the change in Compensation Actually Paid compared to 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 2025 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 $38,000 retainer for service on the Board of Directors in 2025, which was paid in 2026. The Chairman of each Board Committee received an additional $12,000 retainer, while the Chairman of the Board received an additional $14,000. Non-executive Directors are compensated $900 for attendance at each meeting of the Bank’s Board of Directors and between $500 and $900 for attendance at each meeting of a Bank committee. In addition, the Chairman of the Board and the chairpersons of each committee, other than the Loan 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 27, 2025, the Company’s non-employee Directors were each granted restricted stock for their service in 2024. The shares were granted at a fair value of $48.04 per share, which vests annually in 25% increments over four (4) years commencing on January 27, 2026.
Compensation Earned or Paid
| | Fees Earned or | Stock | All Other | | | Name | Paid in Cash | Awards (1) | Compensation (2) | Total | | Mark S. Brody | $18,300 | $76,864 | $37,000 | $132,164 | | Wayne Courtright | 26,200 | 76,864 | 37,000 | 140,064 | | David D. Dallas | 24,000 | 76,864 | 40,000 | 140,864 | | Robert H. Dallas, II | 21,800 | 76,864 | 32,000 | 130,664 | | Mary E. Gross | 16,700 | 76,864 | 37,000 | 130,564 | | Peter E. Maricondo | 19,300 | 76,864 | 37,000 | 133,164 | | Raj Patel | 22,300 | 76,864 | 32,000 | 131,164 | | Donald E. Souders, Jr. (3) | 900 | - | 278,190 | 279,090 | | Aaron Tucker | 21,300 | 76,864 | 32,000 | 130,164 |