DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

UNITY BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

TO THE SHAREHOLDERS OF UNITY BANCORP, INC.,

You are cordially invited to attend the Annual Meeting of Shareholders of Unity Bancorp, Inc.

DATE & TIME Thursday April 25, 2024 8:30 AM E.D.T. LOCATION virtual meeting at meetnow.global/M52SR5Z

ITEMS OF BUSINESS

1. The election of the three (3) nominees listed in the attached proxy statement to serve on the Board of Directors for the terms set forth therein for each nominee.

2. The ratification of the selection of Wolf & Company P.C. as the Company’s independent external auditors for the year ending December 31, 2024.

3. To approve, on an advisory basis, the executive compensation of the Company's named executive officers, as described in this proxy statement.

4. Such other business as may properly come before the Annual Meeting and at any adjournments thereof, including whether or not to adjourn the Annual Meeting.

Your cooperation is appreciated since a majority of the outstanding shares of Common Stock of the Company must be represented, either in person or by proxy, to constitute a quorum for the conduct of business.

Shareholders of record at the close of business on March 1, 2024, are entitled to notice of, and to vote at, the Annual Meeting. All shareholders are cordially invited to participate in the Annual Meeting which will be broadcast at meetnow.global/M52SR5Z.

We are distributing our proxy materials to our shareholders via the U.S. Securities and Exchange Commission "Notice and Access" rules. We believe this approach allows us to provide shareholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. A Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") will be mailed beginning on or about March 13, 2024, rather than paper copies of the Proxy Statement, the proxy card and our 2023 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2023. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you expect to participate in the Annual Meeting virtually, after receiving the Notice of Internet Availability, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. You may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the Proxy Statement and the other proxy materials. If you plan on participating in the Annual Meeting virtually, please retain the control number provided on your proxy card. You will need it to access the Annual Meeting as a registered shareholder.

You may revoke your proxy at any time prior to the exercise of the proxy by following the voting instructions included in the Notice of Internet Availability. The latest vote cast will control.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON April 25, 2024:

You may access the Annual Report, Proxy Statement and Proxy Card at the following website:

www.investorvote.com/UNTY

On behalf of the Board of Directors and all of the employees of the Company, I thank you for your continued interest and support.

Sincerely yours,

/s/   David D. Dallas

David D. Dallas

Chairman of the Board and Director

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64 Old Highway 22

Clinton, New Jersey 08809

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 25, 2024

We are providing these proxy materials in connection with the solicitation by the Board of Directors of Unity Bancorp, Inc. (the “Company”) of proxies to be voted at the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on April 25, 2024, and at any postponement or adjournment of the Annual Meeting.

You are cordially invited to attend the Annual Meeting, which will begin at 8:30 A.M. E.D.T. The Annual Meeting will be broadcast at meetnow.global/M52SR5Z.

This proxy statement will first be available online on or about March 11, 2024.

PROXIES AND VOTING PROCEDURES

Who Can Vote?

You are entitled to vote at the Annual Meeting all shares of the Company’s Common Stock, no par value per share (the “Common Stock”), that you held as of the close of business on the record date. Each share of Common Stock is entitled to one vote with respect to each matter properly brought before the Annual Meeting.

On the record date, March 1, 2024, there were 10,141,047 shares of Common Stock outstanding. In accordance with New Jersey law, a list of shareholders entitled to vote at the meeting will be made available upon request.

Who Is a Record Holder?

You may own Common Stock either (1) directly in your name, in which case you are the record holder of such shares, or (2) indirectly through a broker, bank or other nominee, in which case such nominee is the record holder.

If your shares of Common Stock are registered directly in your name, the Company is sending the Notice of Internet Availability directly to you. If the record holder of your shares of Common Stock is a nominee, you will receive proxy materials from such record holder.

How Do I Vote?

Record Holders:

Online. Please follow the instructions included in the Notice of Internet Availability.

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By Participating in the Annual Meeting. If you participate in the Annual Meeting virtually, you can vote your shares of Common Stock by following the instructions available on the meeting website during the meeting. You will be required to sign into the meeting with the control number provided on your proxy card.

Completed Proxy Card. If you requested paper copies of the proxy materials, you may complete, date, sign and return the proxy card that is mailed to you.

Stock Held by Brokers, Banks and Nominees:

If your Common Stock is held by a broker, bank or other nominee, you will receive instructions from them that you must follow in order to have your shares voted.

If you plan to participate in the Annual Meeting virtually, you will need to contact the broker, bank or other nominee to obtain evidence of your ownership of Common Stock on March 1, 2024. Once received, request for registration should be labeled as “Legal Proxy” and directed to:

Computershare

Unity Bancorp, Inc. Legal Proxy

P.O Box 43001

Providence, RI 02940-3001

Requests should be submitted no later than April 15, 2024 by 5:00 p.m. E.D.T.

The method by which you vote will in no way limit your right to vote at the Annual Meeting if you later decide to register and participate in the meeting virtually.

How Many Votes Are Required?

A quorum is required to transact business at the Annual Meeting. The Company will have a quorum and be able to conduct the business of the Annual Meeting if the holders of a majority of the shares of Common Stock entitled to vote are present at the Annual Meeting, either in person or by proxy.

If a quorum is present, Directors will be elected by a plurality of votes cast at the Annual Meeting. Thus, a Director may be elected even if the Director receives the vote of less than a majority of the shares of Common Stock represented at the Annual Meeting. Approval of the ratification of the selection of Wolf & Company P.C. and the approval of the Company’s Executive compensation requires the vote of a majority of those shares voting at the Annual Meeting.

How Are Votes Counted?

All shares that have been properly voted, and not revoked, will be voted at the Annual Meeting in accordance with the instructions given. If you sign and return your proxy card, but do not specify how you wish your shares to be voted, your shares represented by that proxy will be voted “FOR” each of the proposals listed in the notice of meeting and as recommended by the Board of Directors on any other business to be conducted at the Annual Meeting. The Board is not aware of any other business to be conducted at the Annual Meeting.

Proxies marked as abstaining, and any proxies returned by brokers as “non-votes” on behalf of shares held in street name because beneficial owners’ discretion has been withheld as to one or more matters to be acted upon at the Annual Meeting, will be treated as present for purposes of determining whether a quorum is present at the Annual Meeting. However, any shares not voted as a result of a marked abstention or a broker non-vote will not be counted as votes for or against a particular matter. Accordingly, marked abstentions and broker non-votes will have no effect on the outcome of a vote.

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How Does the Board Recommend that I Vote My Shares?

Unless you give other instructions on your proxy card, the persons named as proxies on the card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

FOR the election of nominees for Director to serve on the Board of Directors; and

FOR the ratification of Wolf & Company P.C. as the Company’s independent external auditors; and

FOR the approval of the Company's Executive compensation.

How Can I Revoke My Proxy or Change My Vote?

You can revoke your proxy at any time before it is exercised by following the voting instructions included in the Notice of Internet Availability.  You may also participate in the virtual shareholders’ meeting and vote online during the meeting.  You may also submit a completed and executed proxy card.  The latest vote cast will control.

Who Will Pay the Expenses of Proxy Distribution?

The Company will pay the expenses of the preparation of proxy materials and the solicitation of proxies. Proxies may be solicited on behalf of the Company by directors, officers or employees of the Company, who will receive no additional compensation for soliciting, in person or by telephone, e-mail, facsimile or other electronic means. In accordance with the regulations of the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”), the Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of Common Stock.

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.

Three (3) Directors will be elected at this Annual Meeting to serve for three-year terms expiring at the Company’s Annual Meeting in 2027 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. Mark S. Brody, Raj Patel, and Donald E. Souders, Jr.

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Nominees for 2024 Annual Meeting

Name, Age and Position		Director	Term
with Company (1)	Principal Occupation During Past Five Years	Since (2)	Expires
Dr. Mark S. Brody, 71 Director	Managing Member Financial Planning Analysts, LLC; Vice President of Planned Financial Programs, Inc.	2002	2027
Raj Patel, 69 Director	CEO of Millennium Hotel Group (Hotel); CEO of 2602 Deerfield LLC (Real Estate)	2007	2027
Donald E. Souders, Jr., 58 Director	Attorney/Partner Florio Perrucci Steinhardt Cappelli Tipton & Taylor LLC	2007	2027

(1) Each Director of the Company is also a Director of Unity Bank (the “Bank”).

(2) Includes prior service on the Board of Directors of the Bank.

Directors of the Company Whose Terms Continue Beyond this Annual Meeting

Name, Age and Position		Director	Term
with Company (1)	Principal Occupation During Past Five Years	Since (2)	Expires
Dr. Mary E. Gross, 63 Director	Founder, Human Edge Resources, LLC (Human Resource Consulting)	2009	2025
James A. Hughes, 65 President, CEO and Director	President and CEO of the Company and the Bank	2002	2025
Aaron Tucker, 61 Vice Chairman	President and CEO, Tucker Enterprises; Real Estate Builder and Investor	2014	2025
Wayne Courtright, 76 Director	Retired, Former Bank Executive Officer and Consultant	2004	2026
David D. Dallas (3), 70 Chairman	Chairman of the Company and the Bank; Chief Executive Officer of Dallas Group of America, Inc. (Chemicals)	1991	2026
Robert H. Dallas, II (3), 77 Director	President of Dallas Group of America, Inc. (Chemicals)	1991	2026
Peter E. Maricondo, 77 Director	Retired, Former Financial Consultant	2004	2026

(1) Each Director of the Company is also a Director of the Bank.

(2) Includes prior service on the Board of Directors of the Bank.

(3) David D. Dallas and Robert H. Dallas, II are brothers.

Director Qualifications

Dr. Mark S. Brody:  Dr. Mark S. Brody has been a Director of the Company and the Bank since 2002. Dr. Brody is also the Vice President of Planned Financial Programs, Inc. and Managing Member, Financial Planning Analysts, LLC. 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. Additionally, Dr. Brody is considered to be an Audit Committee financial expert as such term is defined by SEC regulations.

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Wayne Courtright:  Wayne Courtright has been a Director of the Company and the Bank since 2004. 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. Mr. Courtright is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. Mr. Courtright is a prominent businessman in NJ and has many contacts to generate new business for the Company.

David D. Dallas:  David D. 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. 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. Mr. Dallas has served as a Director of the Bank since 1991 and the Company since it was formed.

Robert H. Dallas, II:  Robert H. Dallas, II 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. 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.

Dr. Mary E. Gross:  Dr. Mary E. Gross has been a Director of the Bank since 2009 and a Director of the Company since 2011. Dr. Gross is the founder of Human Edge Resources, LLC. Dr. Gross holds a PsyD in Organizational Psychology from Rutgers, an MBA with honors from The Wharton School of the University of Pennsylvania and a BS in Accounting from the University of Maryland. Dr. Gross is considered to be an Audit Committee financial expert as such term is defined by SEC regulations. Her experience in human resources and financial services assists the Board in its oversight of the Company’s operations.

James A. Hughes:  James A. Hughes has been a Director of the Company and the Bank since 2002. Mr. Hughes has a Bachelor’s degree in Accounting from Mount St. Mary’s College, a Master’s degree in Business Administration from Seton Hall University and is a Certified Public Accountant. The Board believes that it is important that Mr. Hughes, as the senior managing officer of the Company and the Bank, participate in all Board deliberations and decisions.

Peter E. Maricondo:  Peter E. Maricondo has been a Director of the Company and the Bank since 2004. 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. He also worked in public accounting as a Certified Public Accountant with an international accounting firm. Mr. Maricondo holds an Master’s degree in Accounting from Seton Hall University and is considered to be an Audit Committee financial expert as such term is defined by SEC regulations.

Raj Patel:  Raj Patel has been a Director of the Company since 2008 and a Director of the Bank since 2007. 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’s degree in Engineering from SP University in India. Mr. Patel is a licensed NJ Realtor and prominent businessman in NJ and has many contacts to generate new business for the Company.

Donald E. Souders, Jr.:  Donald E. Souders, Jr., has been a Director of the Bank since 2007 and of the Company since 2014. Mr. Souders is a practicing attorney and partner in the law firm of Florio Perrucci Steinhardt Cappelli Tipton & Taylor LLC, with offices in NJ and PA. Mr. Souders is a prominent attorney practicing in NJ and PA and has many contacts to generate new business for the Company. In addition, his experience as an attorney provides the Board with a critical point of view on many issues considered by the Board.

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Aaron Tucker:  Aaron Tucker has been a Director of the Bank since 2014 and the Company since 2015 and is the current Vice Chairman. Mr. Tucker holds a Bachelor of Science degree 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. 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.

GOVERNANCE OF THE COMPANY

Meetings of the Board of Directors and Committee Meetings

During the fiscal year ended December 31, 2023, the Board of Directors of the Company held thirteen (13) meetings, and no Director attended fewer than 75% of the aggregate of (i) the meetings of the Board of Directors, and (ii) meetings of the Committees of the Board of Directors on which such Director served. The Company’s policy is to require all Directors to attend Annual Meetings of Shareholders absent extenuating circumstances. All of the Company’s Directors participated in the Company’s 2023 Annual Meeting of Shareholders.

The Board of Directors has the following five (5) standing committees:  Audit, Human Resources (“HR”)/Compensation, Executive Loan, Corporate Governance and Nominating, and Risk Management. The following table represents the membership on each committee as of the date of this Proxy statement:

		Human		Corporate
		Resources/	Executive	Governance and	Risk
Name	Audit	Compensation	Loan	Nominating	Management
Dr. Mark S. Brody	Member	Chair			Member
Wayne Courtright	Member		Chair		Member
David D. Dallas	Member		Member		Chair
Robert H. Dallas, II			Member	Member	Member
Dr. Mary E. Gross	Member			Chair	Member
Peter E. Maricondo	Chair	Member			Member
Raj Patel		Member	Member		Member
Donald E. Souders, Jr.		Member		Member	Member
Aaron Tucker			Member	Member	Member
James A. Hughes			Member		Member

Diversity

Diversity in knowledge, skills and experience is considered by the Board of Directors when evaluating nominees. From time to time, the Corporate Governance and Nominating Committee may develop specific additional selection criteria for Board membership, taking into consideration current Board composition and ensuring that the appropriate knowledge, skills and experience are represented.

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The following table represents the self-identified gender and ethnicity of the Board as of the date of this Proxy statement. For reoccurring directors, no changes were made since last reported as of March 10, 2023:

BOARD DIVERSITY MATRIX AS OF 3/11/2024
Board Size
Total Number of Directors	10
Part I: Gender Identity	Female	Male	Non-Binary	Undisclosed
	1	9	-	-
Part II: Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	1	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	1	8	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-	-	-	-
Undisclosed	-	-	-	-

Board Leadership

Historically, the Company has separated the positions of CEO and Board Chairman, with the Board Chairman’s position being filled by a non-employee member of the Board. The Board believes that this structure has been the most appropriate for the Company because it provides the Board with an additional diversity of views on managing the Company and provides the Board with greater independent leadership.

Director Independence

The Board of Directors has determined that all Directors of the Company were “independent” within the meaning of the NASDAQ’s listing standards during 2023, other than Mr. Hughes who is the President and CEO of the Company. In addition, members of the Audit and HR/Compensation committees meet the heightened independence standards applicable to those committees under SEC regulations. In reviewing the independence of these Directors, the Board considered that all Directors engaged in ordinary course banking transactions with the Bank, including loans, if any, that were made in accordance with Federal Reserve Regulation O.

No Director of the Company is also a Director of any other company registered pursuant to Sections 12 or 15(d) of the Securities Exchange Act of 1934 or any company registered as an investment company under the Investment Company Act of 1940.

Risk Oversight

Risk is an inherent part of the business of banking. Risks faced by the Bank include but are not limited to, credit risk relating to its loans, investments, and certain off-balance sheet commitments; interest rate risk related to its entire balance sheet, and liquidity risk. The Board of Directors oversees these risks through the adoption of policies and by delegating oversight to certain Board committees, including the Executive Loan and Risk Management Committees.

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Audit Committee

The Company maintains an Audit Committee of the Board of Directors, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, which consisted of Chairman Peter E. Maricondo, and Directors Dr. Mark S. Brody, Wayne Courtright, David D. Dallas, and Dr. Mary E. Gross during the fiscal year ended December 31, 2023. The Audit Committee met six (6) times in 2023. All Directors who serve on the Audit Committee are “independent” under the heightened NASDAQ listing standards and the SEC’s rules applicable to audit committees. The Board has determined that Chairman Peter E. Maricondo, and Directors Dr. Mark S. Brody, Wayne Courtright and Dr. Mary E. Gross are considered “Audit Committee financial experts” as defined in Item 401(h) of the SEC’s Regulation S-K.

The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. The Board has adopted a written charter setting forth the functions of the Audit Committee. The functions of the Audit Committee are to: (i) monitor the integrity of the Company's financial reporting process and systems of internal controls regarding finance, accounting and compliance with legal and regulatory requirements; (ii) monitor the independence and performance of the Company's external financial auditor (external auditor) and internal auditor; (iii) provide an avenue of communication among the external and internal auditors and the Board; and (iv) review and monitor compliance with the Company's policies, procedures and practices. The Audit Committee reviews this charter annually in order to assure compliance with current SEC and NASDAQ rule-making and to assure that the Audit Committee’s functions and procedures are appropriately defined and implemented. A copy of the Company’s Audit Committee charter is available on its website at www.unitybank.com.

The Audit Committee also reviews and evaluates the recommendations of the Company’s independent certified public accountant, receives all reports of examination of the Company and the Bank by regulatory agencies, analyzes such regulatory reports, and informs the Board of the results of their analysis of the regulatory reports. In addition, the Audit Committee receives reports directly from the Company’s internal auditors and recommends any action to be taken in connection therewith.

Human Resources (“HR”)/Compensation Committee

The HR/Compensation Committee consisted of Chairman Dr. Mark S. Brody and Directors Peter E. Maricondo, Raj Patel, and Donald E. Souders, Jr. during the fiscal year ended December 31, 2023. The HR/Compensation Committee met three (3) times in 2023. As of the date hereof, each member is considered to be “independent” for purposes of NASDAQ Compensation Committee standards.

The HR/Compensation Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibilities with respect to human resources issues, policies relating to human resources and compensation of employees, including executive compensation. The HR/Compensation Committee performs functions that include monitoring human resources and compensation issues and practices, both internally and in the marketplace, conducting surveys and studies as to these issues, keeping abreast of current developments in the relevant fields, developing compensation ranges/grades, human resources policies, and employment manual updates. Based on the results of its activities, the HR/Compensation Committee sets the compensation for executive officers and for the members of the Company’s Board. The HR/Compensation Committee does not delegate its authority regarding compensation. Currently, no consultants are engaged or used by the HR/Compensation Committee for purposes of determining or recommending compensation levels.

The Board of Directors has adopted a written charter for the HR/Compensation Committee which is available on the Company’s website at www.unitybank.com.

HR/Compensation Committee Interlocks and Insider Participation

There are no HR/Compensation Committee “interlocks”, as defined in applicable SEC regulations. This means that no executive officer of the Company or the Bank served as a director or member of the Compensation Committee of another entity where one of their executive officers served as a member of the Company’s HR/Compensation Committee.

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Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee consisted of Chair Dr. Mary E. Gross and Directors Robert H. Dallas, II, Donald E. Souders, Jr., and Aaron Tucker during the fiscal year ended December 31, 2023. The Corporate Governance and Nominating Committee met two (2) times in 2023. In accordance with the marketplace rules of the Nasdaq Global Market, the Corporate Governance and Nominating Committee is currently, and was during 2023, composed entirely of independent non-management members of the Board of Directors. The committee operates under a written charter approved by the Board. A copy of the charter is available on the Company’s website at www.unitybank.com.

The Corporate Governance and Nominating Committee’s responsibilities include:

● Developing and recommending to the Board a set of corporate governance principles applicable to the Company and fulfilling the duties of the Committee as specified in such governance principles. These guidelines are available on the Company’s website at www.unitybank.com;

● Assisting the Board in determining the size and composition of the Board of Directors and its Committees;

● Assisting the Board in identifying qualified individuals to be considered for nomination by the Board for election as directors at any meeting of shareholders, including considering proposals made by shareholders and others to nominate specific individuals to the Board of Directors;

● Overseeing the annual evaluation of the Board.

The Corporate Governance and Nominating Committee carefully considers all candidates for Director that are recommended by the Company’s shareholders and will not evaluate such candidate recommendations any differently from the way it evaluates candidates recommended by the Corporate Governance and Nominating Committee. In its evaluation of each proposed candidate, the Corporate Governance and Nominating Committee considers many factors including, without limitation, the individual’s experience, character, demonstrations of judgment and ability, and financial and other special expertise. The Corporate Governance and Nominating Committee is also authorized to obtain the assistance of an independent third party to complete the process of finding, evaluating and selecting suitable candidates for Director. Please see the “Other Matters” section of this document for details regarding shareholder recommendation and proposal requirements.

Communications with the Board of Directors

The Company encourages shareholder communications with the Board of Directors. All such communications should be directed to the Chief Financial Officer or Chief Executive Officer of the Company, who will circulate them to the other members of the Board. The Board does not screen shareholder communications through management.

Code of Ethics

The Company has adopted a Code of Ethics in accordance with SEC regulations, which applies to the Company’s Chief Executive Officer, Chief Financial Officer, all other officers, employees, and the Board of Directors. The Code of Ethics addresses responsibilities regarding recognizing and avoiding situations which may be in conflict with or prejudicial to the interest of the Company or appear to cause a conflict of interest. Our Code of Ethics is available in the Investor Relations section of the Company’s website located at www.unitybank.com.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023, was Wolf & Company P.C.. Representatives of Wolf & Company P.C. are expected to participate in the Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions. The Company’s independent registered public accounting firm for the fiscal year ended December 31, 2022 was RSM US LLP.

Fees Paid to the Company’s Independent Registered Public Accounting Firm for the Fiscal Years 2023 and 2022

	Wolf & Co. P.C.		RSM US LLP
	2023		2023		2022
Audit fees (1)	$	331,048	$	-	$	387,000
Non Audit related fees (2)		39,680		-		33,500
Consent fees (3)		-		96,600		-
Total	$	345,728	$	96,600	$	420,500

(1) Includes those fees required for reporting on the Company’s consolidated financial statements.

(2) Includes fees related to data security tools, certain IT services and audit procedures relating to the U.S. Department of Housing and Urban Development (HUD) reporting requirements.

(3) Includes fees related to the 2023 10-K consent, auditor transition, and S-8 procedures.

Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee generally pre-approves all audit and permissible non-audit services provided by the independent external auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent external auditors. Under the policy, pre-approval is generally provided for up to one year, and any pre-approval is limited as to the particular service or category of services and is subject to a specific budget. For each proposed service, the independent auditor is required to provide detailed back-up documentation at the time of approval. The Audit Committee has approved an exception to this pre-approval policy, allowing Management to engage the Company’s independent auditor to provide permissible non-audit services, provided that the total cost of such services, in aggregate, does not exceed $10,000 in any year. Management will then report the engagement to the Audit Committee at its next meeting. All audit services provided by Wolf & Company P.C. and RSM US LLP to the Company for the fiscal years ended 2023 and 2022 were approved by the Audit Committee. For 2023, permissible non-audit services included software provided by Wolf & Company P.C. relating to cybersecurity monitoring protocols. There were no additional permissible non-audit services provided by Wolf & Company P.C. and RSM US LLP for the fiscal years ended 2023 and 2022.

Report of the Audit Committee

The Audit Committee meets at least four (4) times per year to consider the adequacy of the Company’s financial controls and the objectivity of its financial reporting. The Audit Committee meets periodically with Management, Wolf & Company P.C., the Company’s independent registered public accounting firm, and the Company’s internal auditors, who have unrestricted access to the Audit Committee.

Management of the Company has primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls. The independent registered public accounting firm audits internal controls and the financial statements prepared by Management, expresses an opinion as to whether those financial statements fairly represent the financial position, results of operations and cash flows of the Company in conformity with generally accepted accounting principles and discusses with the Audit Committee any issues they believe should be raised with the Committee.

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In connection with this year’s financial statements, the Audit Committee has reviewed and discussed the Company’s audited financial statements with the Company’s officers and Wolf & Company P.C., the Company’s independent registered public accounting firm. The Audit Committee has discussed with Wolf & Company P.C. the matters required to be discussed by PCAOB Auditing Standards No. 16, Communications with Audit Committees. The Audit Committee also received the written disclosures and letters from Wolf & Company P.C. that are required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committee Concerning Independence and have discussed such independence with representatives of Wolf & Company P.C.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the U.S. Securities and Exchange Commission.

Peter E. Maricondo, Chairman

Wayne Courtright

David D. Dallas

Dr. Mary E. Gross

Dr. Mark S. Brody

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 1, 2024, certain information concerning the ownership of shares of Common Stock by (i) each person who is known by the Company to own beneficially more than five percent (5%) of the issued and outstanding Common Stock, (ii) each director and nominee for director of the Company, (iii) each Named Executive Officer still currently active as described in this Proxy Statement under the caption “Executive Compensation,” and (iv) all Directors and Executive Officers of the Company as a group.

	Number of Shares
Name and Position with Company (1)	Beneficially Owned (2)		Percent of Class
Dr. Mark S. Brody, Director	385,319	(3)	3.79	%
Wayne Courtright, Director	136,871	(4)	1.35	%
David D. Dallas, Chairman	1,829,722	(5)	18.01	%
Robert H. Dallas, II, Director	1,818,363	(6)	17.90	%
Dr. Mary E. Gross, Director	32,226	(7)	0.32	%
Peter E. Maricondo, Director	67,572	(8)	0.66	%
Raj Patel, Director	64,713	(9)	0.64	%
Donald E. Souders, Jr., Director	13,085	(10)	0.13	%
Aaron Tucker, Vice Chairman	85,747	(11)	0.84	%
James A. Hughes, President and Director	286,382	(12)	2.79	%
George Boyan, EVP and Chief Financial Officer	37,674	(13)	0.37	%
Vincent Geraci, FSVP and Director of Mortgage Lending	11,893	(14)	0.12	%
James Donovan, SVP and Chief Lending Officer	5,416	(15)	0.05	%
James Davies, SVP and Controller	3,446	(16)	0.03	%
Directors and Executive Officers of the Company as a Group (14 persons)	3,008,168	(17)	28.88%	%
5% Shareholders: (1)
Banc Fund X L.P.	991,614	(18)	9.80	%

(1) The address for Banc Funds X L.P. is 150 S. Wacker Drive, Suite 2725, Chicago, IL 60606. The address for all other listed persons is c/o Unity Bank, 64 Old Highway 22, Clinton, NJ 08809.

(2) Beneficially owned shares include shares over which the named person exercises either sole or shared voting power or sole or shared investment power. It also includes shares owned (i) by a spouse, minor children or relatives sharing the same home, (ii) by entities owned or controlled by the named person, and (iii) by other persons if the named person has the right to acquire such shares within sixty (60) days by the exercise of any right or option. Unless otherwise noted, all shares are owned of record and beneficially by the named person.

(3) Includes 23,410 shares in Dr. Brody’s own name, 33,592 shares held jointly with his spouse, and 22,800 shares issuable upon the exercise of immediately exercisable options. Also includes 40,102 shares registered to Financial Planning Analysts and owned by Dr. Brody, 13,000 shares in an SEP-IRA account in his own name, and 247,465 shares held in a master account at Financial Planning Analysts over which Dr. Brody has no voting authority but has dispositive power. Also includes a total of 4,950 shares of Restricted Stock (see number 19 below for grant details).

(4) Includes 63,821 shares in Mr. Courtright’s own name, 45,000 shares in an IRA in his own name, and 22,800 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 5,250 shares of Restricted Stock (see number 20 below for grant details).

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(5) Includes 36,071 shares in Mr. David Dallas’ own name and 17,333 shares issuable upon the exercise of immediately exercisable options. Shares also disclosed as beneficially owned by Mr. Dallas include 1,770,262 shares held by Dallas Financial Holdings LLC., a company for which Mr. Dallas is a 50% owner, which are also disclosed as beneficially owned by Mr. Robert H. Dallas II. Also includes a total of 5,250 shares of Restricted Stock (see number 20 below for grant details) and 806 unrestricted shares issued through its Dividend Reinvestment Plan.

(6) Includes 25,089 shares in Mr. Robert Dallas’ own name and 17,300 shares issuable upon the exercise of immediately exercisable options. Shares also disclosed as beneficially owned by Mr. Dallas include 1,770,262 shares held by Dallas Financial Holdings LLC., a company for which Mr. Dallas is a 50% owner, which are also disclosed as beneficially owned by Mr. David D. Dallas. Also includes a total of 4,950 shares of Restricted Stock (see number 19 below for grant details) and 762 unrestricted shares issued through its Dividend Reinvestment Plan.

(7) Includes 17,176 shares in Dr. Gross’ own name and 9,800 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 5,250 shares of Restricted Stock (see number 20 below for grant details).

(8) Includes 39,522 shares in Mr. Maricondo’s own name and 22,800 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 5,250 shares of Restricted Stock (see number 20 below for grant details).

(9) Includes 51,563 shares in Mr. Patel’s own name and 8,200 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 4,950 shares of Restricted Stock (see number 19 below for grant details).

(10) Includes 6,502 shares in Mr. Souders’ own name and 1,333 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 5,250 shares of Restricted Stock (see number 20 below for grant details).

(11) Includes 58,097 shares in Mr. Aaron Tuckers’ own name and 22,700 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 4,950 shares of Restricted Stock (see number 19 below for grant details).

(12) Includes 127,496 shares in Mr. Hughes’ own name, 9,382 shares held in his 401(k), and 106,680 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 42,000 shares of Restricted Stock (see number 21 below for grant details) and 824 unrestricted shares issued through a Dividend Reinvestment Plan.

(13) Includes 11,811 shares in Mr. Boyan’s own name. Also includes a total of 25,000 shares of Restricted Stock (see number 22 below for grant details) and 863 unrestricted shares issued through a Dividend Reinvestment Plan.

(14) Includes 3,643 shares in Mr. Geraci’s own name. Also includes a total of 8,250 shares of Restricted Stock (see number 23 below for grant details).

(15) Includes 666 shares in Mr. Donovan’s own name. Also includes a total of 4,750 shares of Restricted Stock (see number 24 below for grant details).

(16) Includes 652 shares in Mr. Davies’ own name. Also includes a total of 2,750 shares of Restricted Stock (see number 25 below for grant details) and 44 unrestricted shares issued through a Dividend Reinvestment Plan.

(17) Includes shares issuable upon the exercise of immediately exercisable options as described in the preceding notes.

(18) All information regarding the number of shares beneficially owned and the percent of ownership by Banc Fund X L.P., was obtained from the 13G filed with the U.S. Securities and Exchange Commission on February 9, 2024.

(19) The details of the restricted stock grants for all Directors holding 4,950 shares of Restricted Stock as of March 1, 2024, are as follows:

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● 250 shares remaining unvested of an original grant of 1,000 shares granted on January 4, 2021, which vest in 250 share increments over four (4) years commencing January 4, 2022; and

● 1,000 shares remaining unvested of an original grant of 2,000 shares granted on January 3, 2022, which vest in 500 share increments over four (4) years commencing January 3, 2023; and

● 1,500 shares remaining unvested of an original grant of 2,000 shares granted on January 3, 2023, which vest in 500 share increments over four (4) years commencing January 3, 2024; and

● 2,200 shares granted on January 2, 2024, which vest in 550 share increments over four (4) years commencing January 2, 2025.

(20) The details of the restricted stock grants for all Directors holding 5,250 shares of Restricted Stock as of March 1, 2024, are as follows:

● 300 shares remaining unvested of an original grant of 1,200 shares granted on January 4, 2021, which vest in 300 share increments over four (4) years commencing January 4, 2022; and

● 1,250 shares remaining unvested of an original grant of 2,500 shares granted on January 2, 2022, which vest in 625 share increments over four (4) years commencing January 3, 2023; and

● 1,500 shares remaining unvested of an original grant of 2,000 shares granted on January 3, 2023, which vest in 500 share increments over four (4) years commencing January 3, 2024; and

● 2,200 shares granted on January 2, 2024, which vest in 550 share increments over four (4) years commencing January 2, 2025.

(21) The details of the restricted stock grants for all Executives holding 42,000 shares of Restricted Stock as of March 1, 2024, are as follows:

● 1,500 shares remaining unvested of an original grant of 6,000 shares granted on March 16, 2020, which vest in 1,500 share increments over four (4) years commencing March 16, 2021; and

● 5,000 shares remaining unvested of an original grant of 10,000 shares granted on March 25, 2021, which vest in 2,500 share increments over four (4) years commencing March 25, 2022; and

● 4,000 shares remaining unvested of an original grant of 8,000 shares granted on August 31, 2021, which vest in 2,000 share increments over four (4) years commencing August 31, 2022; and

● 13,500 shares remaining unvested of an original grant of 18,000 shares granted on March 16, 2022, which vest in 4,500 share increments over four (4) years commencing March 16, 2023; and

● 18,000 shares granted on May 5, 2023, which vest in 4,500 share increments over four (4) years commencing May 5, 2024.

(22) The details of the restricted stock grants for all Executives holding 25,000 shares of Restricted Stock as of March 1, 2024, are as follows:

● 5,000 shares remaining unvested of an original grant of 10,000 shares granted on April 5, 2021, which vest in 2,500 share increments over four (4) years commencing April 5, 2022; and

● 9,000 shares remaining unvested of an original grant of 12,000 shares granted on March 16, 2022, which vest in 3,000 share increments over four (4) years commencing March 16, 2023; and

● 11,000 shares granted on May 5, 2023, which vest in 2,750 share increments over four (4) years commencing May 5, 2024.

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(23) The details of the restricted stock grants for all Executives holding 8,250 shares of Restricted Stock as of March 1, 2024, are as follows:

● 375 shares remaining unvested of an original grant of 1,500 shares granted on December 11, 2020, which vest in 375 share increments over four (4) years commencing December 11, 2021; and

● 1,625 shares remaining unvested of an original grant of 3,250 shares granted on December 10, 2021, which vest in 812 or 813 share increments over four (4) years commencing December 10, 2022; and

● 2,250 shares remaining unvested of an original grant of 3,000 shares granted on December 9, 2022, which vest in 750 share increments over four (4) years commencing December 9, 2023.

● 4,000 shares granted on January 2, 2024, which vest in 1,000 share increments over four (4) years commencing January 2, 2025.

(24) The details of the restricted stock grants for all Executives holding 4,750 shares of Restricted Stock as of March 1, 2024, are as follows:

● 750 shares remaining unvested of an original grant of 1,000 shares granted on May 18, 2022, which vest in 250 share increments over four (4) years commencing May 18, 2023; and

● 1,500 shares remaining unvested of an original grant of 2,000 shares granted on December 9, 2022, which vest in 500 share increments over four (4) years commencing December 9, 2023; and

● 2,500 shares granted on January 2, 2024, which vest in 625 share increments over four (4) years commencing January 2, 2025.

(25) The details of the restricted stock grants for all Executives holding 2,750 shares of Restricted Stock as of March 1, 2024, are as follows:

● 750 shares remaining unvested of an original grant of 1,000 shares granted on August 15, 2022, which vest in 250 share increments over four (4) years commencing August 15, 2023; and

● 750 shares remaining unvested of an original grant of 1,000 shares granted on December 9, 2022, which vest in 250 share increments over four (4) years commencing December 9, 2023; and

● 1,250 shares granted on January 2, 2024, which vest in 312 or 313 share increments over four (4) years commencing January 2, 2025.

None of the shares disclosed on the table above are pledged as security for any extension of credit.

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EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

The Human Resources/Compensation Committee (the “Committee”) and the Company are both committed to a pay-for-performance philosophy. This Compensation Discussion and Analysis (CD&A) provides information about the strategies and policies developed to ensure that executive compensation is strongly correlated with the Company’s overall performance and the individual performance of our executives.

Our Named Executive Officers (NEOs) for 2023 were:

Name (1)	Title
James A. Hughes	President and Chief Executive Officer
George Boyan	Executive Vice President and Chief Financial Officer
Janice Bolomey (2)	Executive Vice President and Chief Administrative Officer
John J. Kauchak (3)	Executive Vice President and Chief Operating Officer
Vincent Geraci	First Senior Vice President and Director of Mortgage Lending
James Donovan	Senior Vice President and Chief Lending Officer
James Davies	Senior Vice President and Controller

1) Each of Mr. Geraci, Mr. Donovan and Mr. Davies are considered NEOs as defined under SEC rules; however, their compensation is not structured as discussed in the following “CD&A”. Their cash bonus is discretionary.

2) Ms. Janice Bolomey resigned as Executive Vice President and Chief Administrative Officer effective June 30, 2023.

3) Mr. John J. Kauchak retired as Executive Vice President and Chief Operating Officer on June 30, 2023.

Executive Summary

Despite modest declines in the KBW NASDAQ Bank and Regional Index during the 2023 fiscal year, our Company achieved a remarkable 10.37% increase in shareholder return.

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	Fiscal Year Ending
	12/31/2018	12/31/2019	12/31/2020	12/31/2021	12/31/2022	12/31/2023
Unity Bancorp, Inc.	100.00	110.30	87.68	133.19	140.85	155.46
KBW NASDAQ Bank Index	100.00	136.12	122.09	168.9	132.76	131.58
KBW NASDAQ Regional Banking Index	100.00	123.87	113.11	154.57	143.87	143.30
S&P 500 Index	100.00	131.47	155.65	200.29	163.98	207.04

The KBW NASDAQ Bank Index is designed to track the performance of large U.S. banks and thrifts. The KBW NASDAQ Regional Banking Index seeks to reflect regional banking performance.

Business Results

The Company increased diluted earnings per share by 7.0% from $3.59 per diluted share in 2022 to $3.84 per diluted share in 2023. We achieved this by growing interest earning assets and deposits while maintaining a strong interest margin and disciplined credit and expense management. Amidst persistent inflation and an inverted yield curve, we reduced our loan to deposit ratio to approximately 113% compared to 118% at the end of 2022, while increasing net income 3.3 percent to $39.7 million from $38.5 million in the prior year.  We continue to remain well positioned for increased long-term growth and profitability. During 2023, we accomplished the following:

● Net interest income increased $4.9 million or 5.4 percent to $95.0 million from $90.1 million in the prior year.

● Total gross loans increased $65.5 million, or 3.1 percent from the prior year.

● Total deposits increased $136.6 million, or 7.6 percent from the prior year.

Our Compensation Approach

Our long range mission is to produce value for our shareholders by providing outstanding service and responsiveness to the markets and customers we serve. These goals are reflected in the Company’s compensation programs for its executive officers by:

● Ensuring that our NEOs maintain and hold a significant equity interest in the Company by making stock option and restricted stock grants a significant part of the total compensation mix, thereby further aligning management interests with those of our shareholders;

● Creating balanced incentives that do not encourage NEOs to expose the Company to inappropriate risks by providing excessive compensation that could lead to material loss;

● Providing a market competitive overall compensation package so that the Company may attract, retain and reward highly qualified, motivated and productive executives; and

● Rewarding individuals of greatest responsibility and achievement within a framework that is internally equitable.

Performance-Based Compensation

Pay-for-performance is a key objective of our executive compensation program. A significant portion of our compensation program focuses on performance-based pay that rewards our achievements on an annual basis and our ability to deliver long-term value to our stockholders. We have a balanced approach to total compensation that includes a mix of base/fixed pay and variable/performance-based pay.

Compensation Design Principles and Governance Best Practices

The design principles of our executive compensation programs are intended to protect and promote the interests of our shareholders. Below we summarize certain practices we have implemented to drive performance and those we have not implemented because we do not believe they would serve our stockholder’s long-term interests.

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What We Do:

● Pay for Performance - We provide a significant portion of pay based on performance.

● Sound Risk Management - We discourage excessive risk taking and have designed our incentive plans with appropriate risk-mitigating features.

● Claw Back - We have adopted a claw back 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 change in control agreements are only paid upon a termination event following a CIC.

● Pay in Arrears - Our Directors' and Executives' incentive compensation is paid in arrears. For example, incentive compensation earned for fiscal year 2022 was paid in 2023.

What We Don’t Do:

● Tax Gross-Ups - We do not provide excise tax gross-ups on benefits or in change-in-control agreements.

● Stock Option Repricing - Our equity plan does not permit repricing of stock options that are out-of-the-money.

● Vesting Periods – We do not offer shortened vesting periods for awards of restricted stock or stock options.

Executive Compensation Objectives and Policies

We use our executive compensation programs to align the interests of executive officers with our shareholders. Our programs are designed to attract, retain and motivate leadership to support our growth and sustain our competitive advantage. Potential compensation is aligned with the competitive market and actual cash compensation is designed to vary dependent on performance. We utilize a balance of fixed and variable pay components as well as cash and equity to determine our pay. Our compensation program is designed to support our business strategies, align pay with performance and reinforce sound compensation governance to mitigate excessive risk taking. The table below gives an overview of the compensation components used in our program and matches each with one or more of the objectives described above.

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 on key financial, operational and individual objectives in support of our annual business plan and broader corporate strategies
	• 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 other key executives
Deferred Compensation	• The Deferred Compensation Plan provides an award for past service, as well as encouraging continued service on the Bank's Board of Directors and/or as an Officer, and as a method to attract future members of management

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Setting Annual Compensation

Roles & Responsibilities

Compensation Committee

The Human Resources/Compensation Committee of the Board of Directors is responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s incentive and equity-based plans. This includes oversight of the total compensation programs for the Company’s CEO and other executive officers, including all Named Executive Officers. The Committee is comprised solely of independent directors. The Committee receives input and data from the CEO, Finance, and Human Resource functions. The Committee does not currently utilize an outside compensation consultant.

The Committee reviews all compensation components for the Company’s Chief Executive Officer and other executive officers, including base salary, annual incentive, equity awards, and other benefits and perquisites. The Committee reviews performance annually and makes decisions regarding the Named Executive Officers’ compensation, including base salary, incentives, and equity grants based on this review. The Compensation Committee reviews its decisions with the full Board of Directors.

The Committee has the sole authority and resources to obtain advice and assistance from internal or external legal, human resources, accounting or other advisors, or consultants as it deems desirable or appropriate.

Management

Although the Committee makes independent determinations on all matters related to compensation of the NEOs, certain members of management may be requested to attend or provide input to the Committee. Input may be sought from the Chief Executive Officer, Chief Financial Officer, or others to ensure the Committee has the information and perspective it needs to carry out its duties.

In particular, the Committee seeks input from the Chief Executive Officer on matters relating to strategic objectives, Company performance goals, and input on his assessment of the NEOs, including the contribution and individual performance of each of his direct reports. The Chief Executive Officer and the Chief Financial Officer often assist the Committee on matters of design, administration, and operation of the Company’s compensation programs.

Although executives may provide insight, suggestions, or recommendations regarding executive compensation, they are not present during the Committee’s deliberations or vote. Only Committee members vote on decisions regarding executive compensation. The Committee regularly meets in executive session without management present. While the Chief Executive Officer makes recommendations on other NEOs, the Committee is ultimately responsible for approving compensation for all NEOs. The Chief Executive Officer’s compensation is discussed in executive session without members of management, including the Chief Executive Officer, present.

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2023 Executive Compensation Program and Pay Decisions

Base Salary

The Committee determined that an increase in the base salary for each of the Named Executive Officers was appropriate based on a review of market data, performance assessments and in consideration of the Company’s continued growth, strong performance, and improved credit quality. The table below summarizes the salaries effective as of December 31, 2023.

Executive	2022 Base Salary		2023 Base Salary		Increase
James A. Hughes	$	700,000	$	735,000	5.00%
George Boyan		360,000		390,000	8.33%
Janice Bolomey (1)		240,000		265,000	10.42%
John J. Kauchak (1)		240,000		265,000	10.42%
Vincent Geraci		425,000		450,000	5.88%
James Donovan		278,178		290,000	4.25%
James Davies		225,000		250,000	11.11%

1) As of December 31, 2023, Ms. Bolomey and Mr. Kauchak were no longer executives of the Bank; however their base salary reported for 2023 represents a full year base salary.

Annual Cash Incentive

An important element of our compensation program is our Executive Bonus Program which provides cash incentives. Awards under the Program are based on attaining pre-established corporate goals (40% of the total award) and Committee review of individual performance based on subjective goals (60% of the total award). Each participant has a total target incentive opportunity expressed as a percentage of base salary. The 2023 incentive targets are summarized below:

Executive	Target Aggregate Incentive Opportunity
James A. Hughes	70.00%
George Boyan	50.00%

Mr. Geraci, Mr. Donovan and Mr. Davies do not participate in the Executive Bonus Program. They are awarded discretionary cash bonuses.

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 2023. 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 2023 is set forth in the following table:

Performance Measure	Weight	Threshold	Target	Cap
Pre-Provision Net Revenue (PPNR) ROAA vs. Peers (1)	20.00%	50.00%	100.00%	150.00%
Pre-Provision Net Revenue (PPNR) ROAE vs. Peers (1)	20.00%	50.00%	100.00%	150.00%

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At the end of the year, the Committee determined a payout 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:

Performance Measure	2023 Performance	Result	Payout Factor
Pre-Provision Net Revenue (PPNR) ROAA vs. Peers (1)	174.50%	Cap	150.00%
Pre-Provision Net Revenue (PPNR) ROAE vs. Peers (1)	157.50%	Cap	150.00%

(1) The Company’s peer group consists of Pennsylvania and New Jersey Community Banks with assets from $500 million to $14.1 billion, excluding Subchapter S institutions.

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 the NEO’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 2023, 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:

Executive	2023 Target Annual Incentive Award		2023 Actual Annual Incentive Award		2023 Actual as % of Target
James A. Hughes	$	514,500	$	586,530	114.00%
George Boyan		195,000		222,300	114.00%

Equity-Based Awards

Equity awards were granted based on the Committee’s assessment of business environment, affordability, and corporate and individual performance. The Committee believes that equity grants, subject to multi-year vesting requirements, are an important component of the total compensation mix and an important retention tool for senior management. Once granted, restricted stock vests ratably over a four-year period.

Below is a summary of the grants awarded in 2023:

	Restricted Stock
Executive	# Shares		Grant Value ($)
James A. Hughes	18,000	$	371,520
George Boyan	11,000		227,040
John Kauchak (1)	8,500		175,440

(1) Mr. Kauchak’s restricted stock grant will continue to vest over four years.

Benefits and Other Compensation

Retirement Benefits and Perquisites

Executives participate in the Unity Bank 401(k) Retirement Plan which is offered to all Bank employees. Under the plan, the Bank matches 100% of employee contributions, up to 4.0% of an employee’s compensation and 50.0% of employee contributions in an amount greater than 4.0% of compensation, up to 6.0% of compensation. This match is available for all employees.

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The Company and the Bank entered into a Supplemental Executive Retirement Plan (the "SERP") with Mr. Hughes on June 4, 2015. The SERP will provide Mr. Hughes with certain supplemental non-qualified retirement benefits, and is described elsewhere in this proxy statement. The Committee believes the SERP is an important component of Mr. Hughes’ long term compensation.

Mr. Boyan is, and Ms. Bolomey and Mr. Kauchak were, participants in an Executive Incentive Retirement Plan (“EIRP”) which is described elsewhere in this proxy statement.

Mr. Boyan and Mr. Hughes are participants in the Bank’s Deferred Compensation Plan which is described elsewhere in this proxy statement.

The Committee believes it is important to provide some retirement benefits to senior management, including Mr. Hughes, as the Company does not offer a traditional defined benefit pension plan, and the NEO’s contributions to the Company’s 401(k) plan are capped due to the level of their compensation.

Post-Termination Benefits for Company Executives

The Company is party to an employment agreement with Mr. Hughes and a retention agreement with Mr. Boyan. Both agreements include Change in Control provisions. The Company further maintains Change in Control Agreements with Mr. Geraci, Mr. Donovan, and Mr. Davies. These agreements are described elsewhere in this Proxy Statement under the heading “Potential Payments Upon Termination or Change in Control”.

Additional Information about our Compensation Practices

As a matter of sound governance, we follow certain practices with respect to our compensation program. We regularly review and evaluate our compensation practices in light of regulatory developments, market standards, and other considerations.

Policy on Incentive Compensation Clawback

The Company has adopted a clawback policy requiring the return of incentive compensation in the event of a financial restatement.

Risk Assessment Review

The Committee reviews the structure and components of our compensation arrangements, the material potential sources of risk in our business lines and compensation arrangements, and various policies and practices of the Company that mitigate this risk. Within this framework, the Committee discusses the parameters of acceptable and excessive risk-taking and the general business goals and concerns of the Company. In particular, the Committee focuses on the risks associated with the design of each plan, the mitigation factors that exist for each plan, additional factors that could be considered, and an overall risk assessment with respect to the plans. All of our plans have links to corporate or business line results that allow for funding to be adjusted downward, awards are capped, and our governance procedures ensure awards are reviewed for appropriateness before they are distributed.

We have determined that risks arising from our employee compensation plans are not reasonably likely to have a material adverse effect on the Company. Further, it is both the Committee’s and management’s intent to continue to evolve our processes going forward by monitoring regulations and best practices for sound incentive compensation.

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Accounting & Tax Treatment of Compensation

The accounting and tax treatment of compensation generally has not been a factor in determining the amounts of compensation for our executive officers. However, the Committee and management have considered the accounting and tax impact of various program designs to balance the potential cost to the Company with the benefit to the executive. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for annual non-performance based compensation over $1.0 million paid to their named executive officers. To maintain flexibility in compensating our executive officers in a manner designed to promote varying corporate goals, it is not a policy of the Compensation Committee that all executive compensation must be tax-deductible.

Report of the Compensation Committee

The Human Resources/Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis, or (“CD&A”), contained in this proxy statement with management. Based on the Committee’s review of and discussion with management with respect to the CD&A, the Committee has recommended to the Board of Directors of the Company that the CD&A be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the SEC.

The foregoing report is provided by the Human Resources/Compensation Committee of the Board of Directors:

Dr. Mark S. Brody, Chairman

Raj Patel

Peter E. Maricondo

Donald E. Souders, Jr.

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EXECUTIVE COMPENSATION

The following table sets forth compensation paid to the Chief Executive Officer, Chief Financial Officer and the next five (5) other most highly compensated executive officers of the Company earning in excess of $100,000 (the “named executive officers” or “NEOs”) as of the fiscal year ended December 31, 2023.

						Non-equity
Name and				Stock	Option	Cash Incentive	Primary
Principal				Awards	Awards	Plan	Compensation	All Other
Position	Year	Salary ($)	Bonus ($)	($)*	($)**	Compensation ($)	Total ($)	Compensation ($)	Total ($)
		(1)		(2)	(2)	(3)	(4)
James A. Hughes	2023	735,000	—	371,520	—	587,530	1,694,050	666,412	2,360,462
President/CEO	2022	700,000	—	507,240	—	558,600	1,765,840	441,417	2,207,257
	2021	600,000	—	388,160	212,738	410,400	1,611,298	762,581	2,373,879
George Boyan	2023	390,000	—	227,040	—	223,300	840,340	92,831	933,171
EVP/CFO	2022	360,000	—	338,160	—	205,200	903,360	68,920	972,280
	2021	311,528	—	216,000	—	140,188	667,716	51,018	718,734
Janice Bolomey	2023	132,500	—	—	—	200,515	333,015	317,459	650,474
EVP/Chief Admn	2022	240,000	—	225,440	—	136,800	602,240	73,591	675,831
Officer	2021	225,000	—	92,520	102,114	96,188	515,822	69,057	584,879
John J. Kauchak	2023	132,500	—	175,440	—	—	307,940	88,957	396,897
EVP/COO	2022	240,000	—	225,440	—	136,800	602,240	85,210	687,450
	2021	225,000	—	92,520	102,114	93,656	513,290	75,768	589,058
Vincent Geraci	2023	450,000	113,576	—	—	—	563,576	34,612	598,188
FSVP/Director	2022	425,000	314,589	82,380	—	—	821,969	33,362	855,331
of Mtg Lending	2021	402,603	385,815	84,760	—	—	873,178	31,337	904,515
James Donovan	2023	290,000	44,500	—	—	—	334,500	39,468	373,968
SVP/Chief	2022	180,357	35,500	83,120	—	—	298,977	18,733	317,710
Lending Officer	2021	—	—	—	—	—	—	—	—
James Davies	2023	250,000	46,000	—	—	—	296,000	19,788	315,788
SVP/Controller	2022	85,302	40,250	55,830	—	—	181,382	1,109	182,491
	2021	—	—	—	—	—	—	—	—

*Restricted Stock

**Non-Qualified Stock Options

(1) Ms. Bolomey and Mr. Kauchak left employment with the Company on June 30, 2023. Their salary represents six months of base salary pay in 2023. Additionally, Mr. Donovan began his employment on May 9, 2022 and Mr. Davies began his employment on August 15, 2022.

(2) Represents the full grant date fair value of the award. See Note 14 to our audited financial statements. The awards are subject to vesting requirements. Mr. Geraci, Mr. Donovan, and Mr. Davies did not receive any share grants in 2023. The grants were instead made on January 2, 2024.

(3) Of these awards, $527,877 of Mr. Hughes’ 2023 non-equity incentive plan award, $502,740 of the 2022 non-equity plan award and $307,800 of the 2021 non-equity plan award was credited to his deferred compensation plan. Additionally, $44,460 of Mr. Boyan’s 2023 non-equity incentive plan award and $30,780 of the 2022 non-equity plan award was credited to his deferred compensation plan. 100% of Mr. Kauchak’s non equity incentive plan award for all reported years was credited to his deferred compensation plan.

(4) Represents executive’s salary and both equity and non-equity compensation plans.

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The components of all other compensation are provided in the table below:

		SERP/EIRP	Deferred Compensation		Total Other
Name	Year	Contributions ($)	Interest Accrued ($)	Other ($)*	Compensation ($)
James A. Hughes	2023	426,674	205,361	34,377	666,412
President/CEO	2022	335,880	74,490	31,047	441,417
	2021	676,821	56,726	29,034	762,581
George Boyan	2023	66,453	3,334	23,044	92,831
EVP/CFO	2022	55,546	-	13,374	68,920
	2021	46,729	-	4,289	51,018
Janice Bolomey	2023	22,331	-	295,128	317,459
EVP/Chief Admin. Officer	2022	45,783	-	27,808	73,591
	2021	41,775	-	27,282	69,057
John J. Kauchak	2023	22,802	55,480	10,675	88,957
EVP/COO	2022	46,000	20,709	18,501	85,210
	2021	42,005	15,858	17,905	75,768
Vincent Geraci	2023	-	-	34,612	34,612
FSVP/Director of Mortgage Lending	2022	-	-	33,362	33,362
	2021	-	-	31,337	31,337
James Donovan	2023	-	-	39,468	39,468
SVP/Chief Lending Officer	2022	-	-	18,733	18,733
	2021	-	-	-	-
James Davies	2023	-	-	19,788	19,788
SVP/Controller	2022	-	-	1,109	1,109
	2021	-	-	-	-

* Other includes auto usage, country club membership, employer 401-K match, employer paid medical and dental insurance. Ms. Bolomey’s other compensation includes $265,000 in severance to be paid in periodic installments over one year following her separation date in accordance with her Separation Agreement  filed on Form 8-K on May 25, 2023.

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.		2/22/2024	411,600	514,500	617,400
Hughes	5/5/2023	3/15/2023				Restricted stock	18,000	20.64	371,520
George		2/22/2024	156,000	195,000	234,000
Boyan	5/5/2023	3/15/2023				Restricted stock	11,000	20.64	227,040
John J.	5/5/2023	3/15/2023	-	-	-	Restricted stock	8,500	20.64	175,440
Kauchak

(1) The fiscal year 2023 earned non-equity incentive awards were approved by the HR/Compensation Committee on February 22, 2024 to be paid in the first payroll following the filing of the 10-K.

(2) The threshold assumes 50% attainment of corporate performance factors.

(3) The target represents 100% of the target payout.

(4) The maximum represents 120% of the target payout.

(5) Represents shares of restricted stock granted under the 2019 and 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.

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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 ($)	acquired on vesting (#)	on exercise ($)
James A. Hughes	5,010	82,415	14,875	351,689
George Boyan	-	-	5,500	125,315
Janice Bolomey	14,889	71,748	5,125	119,688
John J. Kauchak	-	-	5,125	119,688
Vincent Geraci	22,700	141,367	2,312	64,235
James Donovan	-	-	750	19,358
James Davies	-	-	500	13,203

Employment Agreement

The Company and the Bank are parties to an Amended and Restated Employment Agreement with Mr. Hughes.

Under this Amended and Restated Employment Agreement, Mr. Hughes will receive an annual base salary, subject to annual review and, in the discretion of the HR/Compensation Committee of the Board of Directors of the Company (“Committee”), adjustments based on factors deemed appropriate by the Committee. Mr. Hughes may also receive such additional cash bonuses as the Committee may authorize in its discretion. Mr. Hughes is entitled to participate in such benefit programs as are made available to employees of the Company, and to participate in such stock option or stock bonus plans as the Committee may, in its discretion, determine. Mr. Hughes’ agreement contains provisions for the payment of severance and payments upon a change in control. See “Potential Payments upon Termination or Change in Control.”

Non-qualified Deferred Compensation - Supplemental Executive Retirement Plan

The Company and the Bank entered into a Supplemental Executive Retirement Plan (the "SERP") with Mr. Hughes on June 4, 2015, which was amended on September 27, 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).

The following table sets forth certain information regarding non-qualified deferred compensation benefits during the Company’s fiscal year ended December 31, 2023:

		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	-	426,675	-	-	5,284,052

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Non-qualified Deferred Compensation - Executive Incentive Retirement Plan

The Company is party to an Executive Incentive Retirement Plan (“EIRP”) with certain key executive officers. The Plan had an original effective date of January 1, 2015.

The Plan is an unfunded, non-qualified deferred compensation plan. For any Plan 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 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%) for any given Plan Year. Each participant shall be immediately one hundred percent (100%) vested in all Deferral Awards as of the date they are awarded.

		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	-	54,000	7,953	-	110,228
Janice Bolomey	EIRP	-	36,000	22,331	32,979	272,895
John J. Kauchak	EIRP	-	36,000	22,802	33,656	278,512

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The following table sets forth information regarding outstanding equity awards to the NEOs at December 31, 2023.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (12/31/23)
	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	5,490	-	-	7.25	3/27/2024	1,500	44,385	-	-
	11,000	-	-	8.31	1/29/2025	5,000	147,950	-	-
	11,000	-	-	8.95	2/25/2026	4,000	118,360	-	-
	10,000	-	-	21.15	3/9/2028	13,500	399,465	-	-
	14,000	-	-	18.77	12/21/2028	18,000	532,620	-	-
	25,000	-	-	20.61	3/12/2029	-	-	-	-
	15,000	-	-	16.27	3/16/2030	-	-	-	-
	16,667	8,333	-	20.56	3/25/2031	-	-	-	-
George Boyan	-	-	-	-	-	5,000	147,950	-	-
	-	-	-	-	-	9,000	266,310	-	-
	-	-	-	-	-	11,000	325,490
Janice Bolomey	11,000	-	-	8.95	2/25/2026	1,000	29,590	-	-
	10,000	-	-	16.75	3/3/2027	2,250	66,578	-	-
	5,111	-	-	20.61	3/12/2029	6,000	177,540	-	-
	10,000	-	-	16.27	3/16/2030	-	-	-	-
	8,000	4,000	-	20.56	3/25/2031	-	-	-	-
John J. Kauchak	11,000	-	-	8.95	2/25/2026	1,000	29,590	-	-
	10,000	-	-	16.75	3/3/2027	2,250	66,578	-	-
	10,000	-	-	21.15	3/9/2028	6,000	177,540	-	-
	10,000	-	-	20.61	3/12/2029	8,500	251,515	-	-
	10,000	-	-	16.27	3/16/2030	-	-	-	-
	8,000	4,000	-	20.56	3/25/2031	-	-	-	-
Vincent Geraci	2,500	-	-	18.64	12/11/2030	375	11,096	-	-
	-	-	-	-	-	1,625	48,084	-	-
	-	-	-	-	-	2,250	66,578	-	-
James Donovan	-	-	-	-	-	750	22,193	-	-
	-	-	-	-	-	1,500	44,385	-	-
James Davies	-	-	-	-	-	750	22,193	-	-
	-	-	-	-	-	750	22,193	-	-

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Employment Agreement

Mr. Hughes’ employment may be terminated at any time for “cause” as defined in the Employment Agreement, or without “cause.”  In the event that Mr. Hughes is terminated without “cause” or resigns for “good cause” (as defined under the Employment Agreement and discussed below), he is entitled to receive a severance amount equal to 18 months of his then current base salary. Such amount shall be paid in equal installments in the same manner in which Mr. Hughes’ compensation was paid through the date of termination. Mr. Hughes will also continue to receive hospital, health, medical, and life insurance and such other benefits to which he had been entitled at the date of termination for such 18-month period, unless and until Mr. Hughes obtains new employment during such period and such new employment provides for such benefits to be provided to Mr. Hughes. “Good Cause” under the Employment Agreement includes a material reduction in Mr. Hughes’ duties and responsibilities or any reduction in his base salary.

In addition, if Mr. Hughes’ employment with the Company or any successor terminates within 18 months after a “change in control” of the Company, as defined under the Employment Agreement (regardless of the reason for such termination), Mr. Hughes will be entitled to receive an amount equal to 18 months of his then current base salary plus any cash bonus received by Mr. Hughes during the preceding fiscal year. Such amount shall be paid in installments in the same manner in which Mr. Hughes’ compensation was paid through the date of termination. The Company, or its successor, will be required to maintain Mr. Hughes’ hospital, health, medical, and life insurance coverage during the 18 month period following his termination, unless and until Mr. Hughes obtains new employment during such period and such new employment provides for such benefits to be provided to Mr. Hughes. All unvested stock options and stock awards previously granted to Mr. Hughes shall accelerate and immediately vest upon the occurrence of a change in control.

Mr. Hughes’ employment agreement defines a change in control as including:  any event requiring the filing of a Current report on Form 8-K to announce a change in control; any person acquiring 35% or more of the Company’s voting power; if persons who serve on the Board at the beginning of the period fail to make up a majority of the Board at the end of the period; if the Company fails to satisfy the listing criteria for any exchange on which its shares are traded due to the number of shareholders or the number of round lot holders; or if the Board of the Company approves any transaction after which the shareholders of the Company fail to control 51% of the voting power of the resulting entity.

Furthermore, if Mr. Hughes’ employment with the Company terminates within 18 months after the Company consummates a “Significant Acquisition,” as defined under the Employment Agreement (regardless of the reason for such termination), Mr. Hughes will be entitled to receive an amount equal to 18 months of his then current base salary plus any cash bonus received by Mr. Hughes during the preceding fiscal year. Such amount shall be paid in installments in the same manner in which Mr. Hughes’ compensation was paid through the date of termination. In the event Mr. Hughes becomes entitled to the foregoing amounts due to this termination within 18 months of a Significant Acquisition, all unvested stock options and stock awards previously granted to Mr. Hughes shall accelerate and immediately vest upon such termination.

“Significant Acquisition” under the Employment Agreement means an acquisition by the Company pursuant to which, as all or part of the consideration for such acquisition, the Company issues to the shareholders of the acquired entity such number of voting securities as shall equal 25% or more of the then outstanding voting securities of the Company.

Following a Change in Control Mr. Hughes is also subject to a non-compete covenant and a non-solicitation covenant with respect to officers and employees of the Company and the Bank, in each case for a period of 18 months following termination of Mr. Hughes’ employment. Mr. Hughes would be entitled to 18 months of his then current base salary plus any cash bonus received by Mr. Hughes during the preceding fiscal year in exchange for agreeing to the non-compete and non-solicitation covenants.

Mr. Hughes’ Employment Agreement has a term of three (3) years; however, for each day elapsed during the term, a day will be added at the end of the term so that the term will be extended on a rolling basis to be three (3) years at any point in time, unless either party shall have provided written notice to the other of its desire to cease such extensions. In

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addition, the term of Mr. Hughes’ Employment Agreement shall terminate immediately upon the occurrence of any of the following, unless the Board of Directors of the Company and the Bank waive such termination: (i) the Company’s entering into a Memorandum of Understanding with the FDIC or the New Jersey Department of Banking and Insurance; (ii) a cease-and-desist order being issued with respect to the Company by the FDIC or the New Jersey Department of Banking and Insurance; or (iii) the receipt by the Company of any notice under a federal or state law which (in any way) restricts the payment of any amounts or benefits which may become due under Mr. Hughes’ Employment Agreement.

The following table summarizes the potential payments to Mr. Hughes if a triggering event occurred on December 31, 2023.

Payments and Benefits	Termination without cause		Termination following a change in control
Cash Compensation - Change in Control	$	1,102,500	$	1,689,030
Cash Compensation - Non-compete		-		1,689,030
Health Benefits		14,490		14,490
Accelerated Option Vesting		-		75,247
Accelerated Restricted Stock Vesting		-		1,242,780
Total	$	1,116,990	$	4,710,577

Retention Agreements

The Company also entered into a Retention Agreement with Mr. Boyan. The Retention Agreement provides that Mr. Boyan may be terminated at any time for “cause” as defined in the applicable Retention Agreement or without “cause.”  In the event that Mr. Boyan is terminated without “cause” or resigns for “good cause” (as defined under the applicable Retention Agreement and discussed below), Mr. Boyan is entitled to receive a severance amount equal to 12 months of his then current base salary. Such amount shall be paid in a lump sum payment (within 30 days of the termination of Mr. Boyan). In addition, Mr. Boyan will continue to receive medical, life insurance, and other benefits to which he had been entitled at the date of termination for 12 months, unless and until Mr. Boyan obtains new employment during such period and such new employment provides for such benefits to be provided to Mr. Boyan. “Good Cause” under the Retention Agreement includes a material reduction in Mr. Boyan’s duties and responsibilities or any reduction in his base salary.

In addition, if Mr. Boyan’s employment with the Company or any successor terminates within 18 months after a “change in control” of the Company, as defined under the Retention Agreement (regardless of the reason for such termination), Mr. Boyan will be entitled to receive an amount equal to twice his annual base salary and cash bonus at the date of termination. Such amount shall be paid in one lump sum payment (within 30 days of Mr. Boyan’s termination subsequent to a “change in control”). The Company or its successor will be required to maintain Mr. Boyan’s hospital, health, medical, and life insurance coverage for such 24-month period. All unvested stock options and stock option grants previously granted to him shall accelerate and immediately vest upon the occurrence of a change in control.

Furthermore, if Mr. Boyan’s employment with the Company terminates within 18 months after the Company consummates a “Significant Acquisition,” as defined under the Retention Agreement (regardless of the reason for such termination), Mr. Boyan will be entitled to receive an amount equal to twice the amount of his annual base salary and cash bonus at the date of termination. Such amount shall be paid  in one lump sum payment (within 30 days of the termination of Mr. Boyan subsequent to a “Significant Acquisition.”) The Company is also required to maintain Mr. Boyan’s hospital, health, medical, and life insurance benefits coverage during such 24-month period, unless and until Mr. Boyan obtains new employment during such period and such new employment provides for such benefits to be provided to him. In the event Mr. Boyan becomes entitled to the foregoing amounts due to termination within 18 months of a Significant Acquisition, all unvested stock options and stock awards previously granted to him shall accelerate and immediately vest upon such termination. “Significant Acquisition” under the Retention Agreement means an acquisition by the Company pursuant to which, as all or part of the consideration for such acquisition, the Company issues to the shareholders of the acquired entity such number of voting securities as shall equal 25% or more of the then outstanding voting securities of the Company. The Retention Agreement has a term of three years; however, in the event that the term of the Retention Agreement would terminate at any time after the Company has engaged in substantive

32

negotiations regarding a transaction that would lead to a change in control, the Retention Agreement shall continue to remain in full force and effect until the earlier to occur of (i) the effectuation of the transaction leading to the change in control, or (ii) the termination of the negotiations for the proposed transaction, which would have resulted in the change in control. In addition, the term of each Retention Agreement shall terminate immediately upon the occurrence of any of the following, unless the Board of Directors of the Company and the Bank waive such termination: (i) the Company’s entering into a Memorandum of Understanding with the FDIC or the New Jersey Department of Banking and Insurance; (ii) a cease-and-desist order being issued with respect to the Company by the FDIC or the New Jersey Department of Banking and Insurance; or (iii) the receipt by the Company of any notice under a federal or state law which in any way restricts the payment of an award or benefits under the Retention Agreement.

The following table summarizes the potential payments to Mr. Boyan if a triggering event occurred on December 31, 2023.

Payments and Benefits	Termination without cause		Termination following a change in control
Cash Compensation - Change in Control	$	390,000	$	1,224,600
Health Benefits		9,384		18,767
Accelerated Vesting of Restricted Stock		-		739,750
Total	$	399,384	$	1,983,117

Change in Control Agreements

The Company also entered into Change in Control Agreements with Mr. Geraci, Mr. Donovan, and Mr. Davies. If Mr. Geraci’s employment with the Company or any successor terminates within six (6) months after a “change in control” of the Company, as defined under the Change in Control Agreements (regardless of the reason for such termination), then Mr. Geraci will be entitled to receive an amount equal to 12 months of his annual base salary at the date of termination, plus the aggregate amount of any cash bonuses paid to him during the preceding fiscal year. If Mr. Donovan’s or Mr. Davies’ employment with the Company or any successor terminates within nine (9) months after a “change in control” of the Company, as defined under the Change in Control Agreements (regardless of the reason for such termination), then they will be entitled to receive an amount equal to 9 months of their annual base salary at the date of termination, plus the aggregate amount of any cash bonuses paid to Mr. Donovan during the preceding fiscal year, and (9/12) the aggregate amount of any cash bonuses paid to Mr. Davies during the preceding fiscal year. Such amounts shall be paid in one lump sum payment (within 22 days of the executive’s termination subsequent to a “change in control”). The Company or its successor will be required to maintain the executive’s hospital, health, medical, and life insurance coverage for such 12-month period. All unvested stock options and stock option grants previously granted to the executive shall accelerate and immediately vest upon the occurrence of a change in control.

The following table shows the payout which would be made to Mr. Geraci, Mr. Donovan, and Mr. Davies in the event employment is terminated following a change in control or significant acquisition on December 31, 2023:

Payments and Benefits	Vincent Geraci		James Donovan		James Davies
Cash Compensation - Change in Control	$	563,576	$	250,125	$	221,250
Health Benefits		12,112		11,998		7,549
Accelerated Vesting of Restricted Stock		125,758		66,578		44,385
Total	$	701,446	$	328,701	$	273,184

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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, 2023:

Year	CEO Total Compensation		Median Employee Compensation		Pay Ratio
2023	$	2,360,462	$	78,610	30:1

Median compensation was calculated by determining total annual compensation per employee in 2023 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

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:

	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)
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	112.83	36.1	2.50
2020	1,460,367	980,793	463,866	350,912	79.35	80.77	23.6	2.18

1) The Company’s Principal Executive Officer “PEO” is James A. Hughes.

2) The Company’s current Non-PEO NEOs consist of George Boyan, Janice Bolomey, John J. Kauchak, Vincent Geraci, James Donovan, and James Davies. Prior periods include Laureen Cook who resigned as Senior Vice President and Chief Accounting Officer on April 8, 2022, Anthony Cossetti who resigned as Executive Vice President and Chief Financial Officer on September 25, 2020, and Alan Bedner who resigned as Executive Vice President and Chief Financial Officer on January 24, 2020.

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.

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Below is a summary of the adjustments used to determine compensation “actually paid” for the Company’s PEO and Non-PEO NEOs:

	2023		2022	2021	2020
Deduction for Amounts Reported under the "Stock Awards" Column	$	(774,000)	(1,378,660)	(923,512)	(274,380)
Deduction for Amounts Reported under "Option Awards" Column		—	—	(416,967)	(220,812)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-End		1,109,625	1,339,170	1,385,248	321,840
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		182,683	98,841	795,659	(486,498)
Decrease (increase) for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to year that Vested during year		(240,298)	138,592	293,855	(513,913)
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		50,556	38,300	23,135	16,468

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.

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 loan 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 loan losses divided by average total equity. Information provided from Call Report data.

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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:

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The following table set forth below describes the change in NEO “Actual” Compensation Paid vs. the change in (Pre Provision Net Revenue) Return on Average Assets:

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 2023 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.

Members of the Bank’s Board of Directors received a $27,000 retainer for service on the Board of Directors in 2023 which was paid in 2024. The Chairman of each Board Committee received an additional $3,000 retainer, while the Chairman of the Board received an additional $6,000.

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 3, 2023, the Company’s non-employee Directors were each granted restricted stock for their service in 2022. The shares were granted at a fair value of $27.33 per share, which vests annually in 25% increments over four (4) years commencing January 3, 2024.

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Director Compensation

	Fees Earned or				All Other
Name	Paid in Cash		Stock Awards		Compensation		Total
			(1)		(2)
Dr. Mark S. Brody	$	20,200	$	54,660	$	25,000	$	99,860
Wayne Courtright		25,600		54,660		25,000		105,260
David D. Dallas		32,000		54,660		28,000		114,660
Robert H. Dallas, II		23,100		54,660		22,000		99,760
Dr. Mary E. Gross		16,700		54,660		25,000		96,360
Peter E. Maricondo		23,700		54,660		25,000		103,360
Raj Patel		21,700		54,660		22,000		98,360
Donald E. Souders, Jr.		14,200		54,660		22,000		90,860
Aaron Tucker		23,440		54,660		22,000		100,100

(1) Represents the full grant date fair value of the award.

(2) Represents the retainer paid in 2023 for service on the Board of Directors during 2022.

For details on the restricted stock and options awarded to the Directors in 2023; as well as their aggregate holdings at year-end see below:

				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	2,000	$	54,660	4,000	21,467
Wayne Courtright	2,000		54,660	4,475	21,467
David D. Dallas	2,000		54,660	4,475	16,000
Robert H. Dallas, II	2,000		54,660	4,000	15,967
Dr. Mary E. Gross	2,000		54,660	4,475	12,800
Peter E. Maricondo	2,000		54,660	4,475	21,467
Raj Patel	2,000		54,660	4,000	6,867
Donald E. Souders, Jr.	2,000		54,660	4,475	—
Aaron Tucker	2,000		54,660	4,000	21,367

MANAGEMENT AND DIRECTOR DEFERRED FEE PLAN

Each of the Directors of the Company has the option to elect to defer up to 100% of their respective retainer and Board fees, while Board approved members of management may defer up to 100% of their Annual Compensation. The crediting rate of the deferred account balance is equal to the prime rate plus 100 basis points with a minimum of 4% and a maximum of 10%, adjusted annually and compounded monthly. Each Director and Executive is 100% vested in his deferred account balance. The retirement age under the plan is 65, and the benefit payment is paid in monthly installments for 120 months or as a lump sum. The death benefit under the plan is 100% of the account balance paid to the participant’s beneficiary in monthly installments for 120 months or a lump sum if death occurs prior to retirement.

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For details on deferred compensation and interest received for Directors and Executives in 2023 see below.

Name	Deferred Compensation		Interest Received		Total
Dr. Mark S. Brody	$	45,200	$	62,632	$	107,832
David D. Dallas		60,000		29,133		89,133
Robert H. Dallas, II		23,100		12,917		36,017
Peter E. Maricondo		48,700		25,544		74,244
Donald E. Souders, Jr.		14,200		7,387		21,587
Aaron Tucker		26,930		11,020		37,950
Dr. Mary E. Gross		41,700		2,821		44,521
James A. Hughes		578,140		205,361		783,501
John J. Kauchak		136,800		55,480		192,280
George Boyan		56,780		3,334		60,114

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS; REVIEW, APPROVAL OR

RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

The Bank has made in the past and, assuming continued satisfaction of generally applicable credit standards, expects to continue to make loans to Directors, executive officers, and their associates (i.e., corporations or organizations for which they serve as officers or Directors, or in which they have beneficial ownership interest of ten percent or more). These loans have all been made in the ordinary course of the Bank’s business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the Bank and do not involve more than the normal risk of collectability or represent other unfavorable features.

Other than the ordinary course lending transactions described above, which must be approved by the Bank’s Board under bank regulatory requirements, and typical bank deposit relationships, all related party transactions are reviewed and approved by our Audit Committee. This authority is provided to our Audit Committee under its written charter. In reviewing these transactions, our Audit Committee seeks to ensure that the transaction is no less favorable to the Company than a transaction with an unaffiliated third party. During 2023 and 2022, there were no transactions with related parties which were not required to be approved by our Audit Committee, and there were no related party transactions not approved by our Audit Committee.

Required Vote

DIRECTORS WILL BE ELECTED BY A PLURALITY OF THE VOTES CAST AT THE ANNUAL MEETING WHETHER IN PERSON OR BY PROXY.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES SET FORTH ABOVE.

PROPOSAL 2 – THE RATIFICATION OF THE SELECTION OF WOLF & COMPANY P.C. AS THE COMPANY’S INDEPENDENT EXTERNAL AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2024

The Audit Committee has appointed the firm of Wolf & Company P.C. to act as our independent registered public accounting firm and to audit our Consolidated Financial Statements for the fiscal year ending December 31, 2024. This appointment will continue at the pleasure of the Audit Committee and is presented to the shareholders for ratification as a matter of good governance. In the event that this appointment is not ratified by our shareholders, the Audit Committee will consider that fact when it selects the independent auditors for the following fiscal year.

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Required Vote

THE SELECTION OF WOLF & COMPANY P.C. WILL BE RATIFIED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE VOTES CAST AT THE ANNUAL MEETING WHETHER IN PERSON OR BY PROXY.

Recommendation

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS RATIFY THE COMPANY’S SELECTION OF WOLF & COMPANY P.C.

PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, companies with securities registered with the Securities and Exchange Commission are required to provide shareholders the opportunity to vote on a non-binding advisory proposal, commonly known as Say-on-Pay,  to approve the compensation of executives. The Company has determined to implement this requirement by providing shareholders a simple vote that indicates their position (by a yes or no vote) with respect to our executive compensation.

Our Board of Directors annually reviews and approves corporate and/or individual goals and objectives relevant to the compensation of our executive officers, evaluates performance in light of those goals and objectives, and determines compensation levels based on this evaluation. In determining any long-term incentive component of compensation, the Board will consider all such factors as it deems relevant, such as performance and relative shareholder return, the value of similar incentive awards at comparable companies and the awards granted in previous years. We also believe that both the Company and shareholders benefit from these compensation policies.

The Board recommends that shareholders approve, in an advisory vote, the following resolution:

“Resolved, that the shareholders approve the executive compensation of the Company, as described in this proxy statement, including the tabular disclosure regarding executive officers in this Proxy Statement.”

Because your vote is advisory, it will not be binding upon the Board. However, the Board will take into account the outcome of the vote when considering future executive compensation arrangements.

Recommendation

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ADVISORY PROPOSAL SET FORTH ABOVE.

OTHER MATTERS

The Board of Directors is not aware of any matters other than those set forth in this proxy statement that will be presented for action at the Annual Meeting. However, if any other matter should properly come before the Annual Meeting, the persons authorized by the accompanying proxy will vote and act with respect thereto in what, according to their judgment, is in the interests of the Company and its shareholders.

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, the section of this proxy statement entitled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC), shall not be deemed to be so incorporated, unless specifically otherwise provided in such filing.

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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and Directors and persons who own more than 10% of the Company’s Common Stock (who are referred to as “Reporting Persons”) to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of such forms received or written representations from Reporting Persons, the Company believes that, with respect to the fiscal year ended December 31, 2023, all Reporting Persons timely complied with all applicable filing requirements, except for a Form 4 Statement of Changes in Beneficial Ownership filed on behalf of James A. Hughes on December 15, 2023, for transactions occurring on December 11, 2023 due to a clerical error.

SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING

Any shareholder who intends to present a proposal at the 2024 Annual Meeting of Shareholders must ensure that the proposal is received by the Corporate Secretary at Unity Bancorp, Inc., 64 Old Highway 22, Clinton, New Jersey, 08809, no later than December 31, 2024, if the proposal is submitted for inclusion in the Company’s proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. Also, under SEC rules, generally, a shareholder may not submit more than one proposal, and the proposal, including any accompanying support may not exceed 500 words. In order to submit a proposal, a shareholder must have continuously held at least $2,000 in market value of Unity common stock for at least one year before the dated the proposal is submitted. Confirmation of ownership should be attached with the proposal and the stock must be held through the date of the Annual meeting.

ANNUAL REPORT ON FORM 10-K

At your request, the Company will provide by mail, without charge, a copy of its Annual Report on Form 10-K. Please direct all inquiries to the Company’s Chief Financial Officer at (908) 713-4565.

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www.investorvote.com/UNTY Step 1: Go to www.investorvote.com/UNTY Step 2: Click on the icon on the right to view meeting materials. Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. Online Go to www.investorvote.com/UNTY or scan the QR code — login details are located in the shaded bar below. The Sample Company Shareholder Meeting Notice 03XFDB + + Important Notice Regarding the Availability of Proxy Materials for the Unity Bancorp Inc. Shareholder Meeting to be Held on April 25, 2024 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement, 10K and Annual Report Wrap are available at: Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before April 15, 2024 to facilitate timely delivery. 2NOT Easy Online Access — View your proxy materials and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Step 4: Make your selections as instructed on each screen for your delivery preferences. Step 5: Vote your shares.

Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet – Go to www.investorvote.com/UNTY — Phone – Call us free of charge at 1-866-641-4276. — Email – Send an email to investorvote@computershare.com with “Proxy Materials Unity Bancorp Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, requests for a paper copy of proxy materials must be received by April 15, 2024. Unity Bancorp Inc.’s Annual Meeting of Shareholders will be held on Thursday, April 25, 2024, 8:30 A.M. local time, virtually via the internet at meetnow.global/M52SR5Z. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3: 1. Election of Directors: 01 - Dr. Mark S. Brody 02 - Raj Patel 03 - Donald E. Souders, Jr. 2. The ratification of Wolf & Company, P.C. as the Company’s independent, external auditors for the year ending December 31, 2024. 3. To approve, on an advisory basis, the executive compensation of the Company's named executive officers, as described in this proxy statement. 4. In their discretion, such other business as may properly come before the meeting or any adjournment thereof. PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. Shareholder Meeting Notice

32BV 01 - Dr. Mark S. Brody 02 - Raj Patel 03 - Donald E. Souders, Jr. For Withhold For Withhold For Withhold Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03XFBB + + A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q 2024 Annual Meeting Proxy Card 2. The ratification of Wolf & Company, P.C. as the Company’s independent, external auditors for the year ending December 31, 2024. 3. To approve, on an advisory basis, the executive compensation of the Company's named executive officers, as described in this proxy statement. 1. Election of Directors: For Against Abstain For Against Abstain 4. In their discretion, such other business as may properly come before the meeting or any adjournment thereof. You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/UNTY or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/UNTY Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Your vote matters – here’s how to vote!

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/UNTY Notice of 2024 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — April 25, 2024 James A. Hughes & George Boyan are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Unity Bancorp Inc. to be held on April 25, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxy will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3. In their discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Unity Bancorp Inc. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q C Non-Voting Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.investorvote.com/UNTY The 2024 Annual Meeting of Shareholders of Unity Bancorp will be held on Thursday, April 25, 2024, 8:30 A.M. local time, virtually via the internet at meetnow.global/M52SR5Z. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.

1UPX 01 - Dr. Mark S. Brody 02 - Raj Patel 03 - Donald E. Souders, Jr. For Withhold For Withhold For Withhold Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03XFCC + + A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q 2024 Annual Meeting Proxy Card 2. The ratification of Wolf & Company, P.C. as the Company’s independent, external auditors for the year ending December 31, 2024. 3. To approve, on an advisory basis, the executive compensation of the Company's named executive officers, as described in this proxy statement. 1. Election of Directors: For Against Abstain For Against Abstain 4. In their discretion, such other business as may properly come before the meeting or any adjournment thereof.

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/UNTY Notice of 2024 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — April 25, 2024 James A. Hughes & George Boyan are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Unity Bancorp Inc. to be held on April 25, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxy will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3. In their discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Unity Bancorp Inc. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.investorvote.com/UNTY The 2024 Annual Meeting of Shareholders of Unity Bancorp will be held on Thursday, April 25, 2024, 8:30 A.M. local time, virtually via the internet at meetnow.global/M52SR5Z.

1UPX 01 - Dr. Mark S. Brody 02 - Raj Patel 03 - Donald E. Souders, Jr. For Withhold For Withhold For Withhold Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03XFGD + + A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 3. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q 2024 Annual Meeting 401(k) Card 2. The ratification of Wolf & Company, P.C. as the Company’s independent, external auditors for the year ending December 31, 2024. 3. To approve, on an advisory basis, the executive compensation of the Company's named executive officers, as described in this proxy statement. 1. Election of Directors: For Against Abstain For Against Abstain 4. In their discretion, such other business as may properly come before the meeting or any adjournment thereof. Online Go to www.investorvote.com/UNTY or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/UNTY Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada You may vote online or by phone instead of mailing this card. Your vote matters – here’s how to vote!

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/UNTY Notice of 2024 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — April 25, 2024 James A. Hughes & George Boyan are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Unity Bancorp Inc. to be held on April 25, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxy will have authority to vote FOR the election of the Board of Directors and FOR items 2 and 3. In their discretion, the Proxy is authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Unity Bancorp Inc. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q C Non-Voting Items + + Change of Address — Please print new address below. Comments — Please print your comments below. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.investorvote.com/UNTY The 2024 Annual Meeting of Shareholders of Unity Bancorp will be held on Thursday, April 25, 2024, 8:30 A.M. local time, virtually via the internet at meetnow.global/M52SR5Z. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2023
Document and Entity Information [Abstract]
Document Type	DEF 14A
Entity Registrant Name	UNITY BANCORP INC /NJ/
Entity Central Index Key	0000920427
Amendment Flag	false

XML

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

	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)
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	112.83	36.1	2.50
2020	1,460,367	980,793	463,866	350,912	79.35	80.77	23.6	2.18

1) The Company’s Principal Executive Officer “PEO” is James A. Hughes.

2) The Company’s current Non-PEO NEOs consist of George Boyan, Janice Bolomey, John J. Kauchak, Vincent Geraci, James Donovan, and James Davies. Prior periods include Laureen Cook who resigned as Senior Vice President and Chief Accounting Officer on April 8, 2022, Anthony Cossetti who resigned as Executive Vice President and Chief Financial Officer on September 25, 2020, and Alan Bedner who resigned as Executive Vice President and Chief Financial Officer on January 24, 2020.

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.

Company Selected Measure Name

Bank Pre Provision Net Revenue (PPNR) ROAA

Named Executive Officers, Footnote

1) The Company’s Principal Executive Officer “PEO” is James A. Hughes.

2) The Company’s current Non-PEO NEOs consist of George Boyan, Janice Bolomey, John J. Kauchak, Vincent Geraci, James Donovan, and James Davies. Prior periods include Laureen Cook who resigned as Senior Vice President and Chief Accounting Officer on April 8, 2022, Anthony Cossetti who resigned as Executive Vice President and Chief Financial Officer on September 25, 2020, and Alan Bedner who resigned as Executive Vice President and Chief Financial Officer on January 24, 2020.

Peer Group Issuers, Footnote

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.

PEO Total Compensation Amount

$ 2,360,462

$ 2,207,257

$ 2,373,879

$ 1,460,367

PEO Actually Paid Compensation Amount

$ 2,503,103

2,323,003

2,733,535

980,793

Adjustment To PEO Compensation, Footnote

Below is a summary of the adjustments used to determine compensation “actually paid” for the Company’s PEO and Non-PEO NEOs:

	2023		2022	2021	2020
Deduction for Amounts Reported under the "Stock Awards" Column	$	(774,000)	(1,378,660)	(923,512)	(274,380)
Deduction for Amounts Reported under "Option Awards" Column		—	—	(416,967)	(220,812)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-End		1,109,625	1,339,170	1,385,248	321,840
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		182,683	98,841	795,659	(486,498)
Decrease (increase) for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to year that Vested during year		(240,298)	138,592	293,855	(513,913)
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		50,556	38,300	23,135	16,468

Non-PEO NEO Average Total Compensation Amount

$ 544,748

797,723

613,293

463,866

Non-PEO NEO Average Compensation Actually Paid Amount

$ 575,735

827,847

772,845

350,912

Adjustment to Non-PEO NEO Compensation Footnote

Below is a summary of the adjustments used to determine compensation “actually paid” for the Company’s PEO and Non-PEO NEOs:

	2023		2022	2021	2020
Deduction for Amounts Reported under the "Stock Awards" Column	$	(774,000)	(1,378,660)	(923,512)	(274,380)
Deduction for Amounts Reported under "Option Awards" Column		—	—	(416,967)	(220,812)
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-End		1,109,625	1,339,170	1,385,248	321,840
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		182,683	98,841	795,659	(486,498)
Decrease (increase) for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to year that Vested during year		(240,298)	138,592	293,855	(513,913)
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		50,556	38,300	23,135	16,468

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

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 loan 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 loan losses divided by average total equity. Information provided from Call Report data.

Total Shareholder Return Amount

$ 139.49

126.86

120

79.35

Peer Group Total Shareholder Return Amount

104.92

112.59

112.83

80.77

Net Income (Loss)

$ 39,700,000

$ 38,500,000

$ 36,100,000

$ 23,600,000

Company Selected Measure Amount

2.32

2.55

2.50

2.18

PEO Name

James A. Hughes.

Measure:: 1

Pay vs Performance Disclosure

Name

Pre-Provision Net Revenue (PPNR) ROAA

Measure:: 2

Pay vs Performance Disclosure

Name

Pre-Provision Net Revenue (PPNR) ROAE

Deduction for Amounts Reported under the "Stock Awards" Column

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (774,000)

$ (1,378,660)

$ (923,512)

$ (274,380)

Deduction for Amounts Reported under "Option Awards" Column

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(416,967)

(220,812)

Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year-End

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,109,625

1,339,170

1,385,248

321,840

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

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

182,683

98,841

795,659

(486,498)

Decrease (increase) for Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to year that Vested during year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(240,298)

138,592

293,855

(513,913)

Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 50,556

$ 38,300

$ 23,135

$ 16,468