UNITY BANCORP, INC.


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

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 24, 2025

8:30 AM E.D.T.

LOCATION

virtual meeting at

meetnow.global/MMKX2UW

ITEMS OF BUSINESS

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.

The ratification of the selection of Wolf & Company P.C. as the Company’s independent external auditors for the year ending December 31, 2025.

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 February 28, 2025, 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/MMKX2UW.

We are distributing our proxy materials to our shareholders via the U.S. Securities And Exchange Commission (“SEC”) "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 12, 2025, rather than paper copies of the Proxy Statement, the proxy card and our 2024 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2024. 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS’ MEETING TO BE HELD ON April 24, 2025:

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

64 Old Highway 22

Clinton, New Jersey 08809

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 24, 2025

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 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on April 24, 2025, 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/MMKX2UW.

This proxy statement will first be available online on or about March 10, 2025.

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, February 28, 2025, there were 10,057,597 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.

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 February 28, 2025, the record date for the meeting. Once received, your 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 14, 2025 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. 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.

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.

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 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 nine (9) members. The Board of Directors is divided into three classes.

Effective February 26, 2025, Mr. Donald E. Souders, Jr., a member of our Board for over 15 years, resigned due to time constraints imposed by his growing law practice. We thank Mr. Souders for his service and wish him the best.

Three (3) Directors will be elected at this Annual Meeting to serve for three-year terms expiring at the Company’s Annual Meeting in 2028 and until their successors are duly elected and qualified. All nominees are current members of the Company’s Board of Directors.

The following tables set forth, as of the record date, the names of the nominees and the names of those Directors whose terms continue beyond the Annual Meeting, their ages, a brief description of their recent business experience, including present occupations and employment, certain directorships held by each, the year in which each became a Director of the Company and the year in which their terms (or in the case of the nominees, their proposed terms) as a Director of the Company expire.

The persons named as proxy will vote your proxy “FOR” the election of each of the nominees named below unless you indicate that your vote should be withheld. If elected, each nominee will continue in office until their successor has been duly elected and qualified, or until the earliest of death, resignation, retirement or removal. Each of the nominees has indicated to the Company that he or she will serve if elected. The Company does not anticipate that any of the nominees will be unable to stand for election, but if that happens, your proxy will be voted in favor of another person nominated by the Board.

The Board of Directors has nominated and recommends a vote “FOR” the election of Dr. Mary E. Gross, James A. Hughes, and Aaron Tucker.

Nominees for 2025 Annual Meeting



Name, Age and Position		Director	Term
with Company (1)	Principal Occupation During Past Five Years	Since	Expires
Dr. Mary E. Gross, 64 Director	Founder, Human Edge Resources, LLC (Human Resource Consulting)	2009	2028
James A. Hughes, 66 President, CEO and Director	President and CEO of the Company and the Bank	2002	2028
Aaron Tucker, 62 Vice Chairman	President and CEO, Tucker Enterprises; Real Estate Builder and Investor	2014	2028

(1)

Each Director of the Company is also a Director of Unity Bank (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
Wayne Courtright, 77 Director	Retired, Former Bank Executive Officer and Consultant	2004	2026
David D. Dallas (3), 70 Chairman	Mr. Dallas has served as a Director of the Bank since 1991 and the Company since it was formed. Chairman of the Company and the Bank; Chief Executive Officer of Dallas Group of America, Inc. (Chemicals)	1991	2026
Robert H. Dallas, II (3), 78 Director	President of Dallas Group of America, Inc. (Chemicals)	1991	2026
Peter E. Maricondo, 78 Director	Retired, Former Financial Consultant	2004	2026
Dr. Mark S. Brody, 72 Director	Managing Member of Financial Planning Analysts, LLC; Vice President of Planned Financial Programs, Inc.	2002	2027
Raj Patel, 70 Director	CEO of Millennium Hotel Group (Hotel); CEO of 2602 Deerfield LLC (Real Estate)	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.

(3)

David D. Dallas and Robert H. Dallas, II are brothers.

Director Qualifications

GOVERNANCE OF THE COMPANY

Meetings of the Board of Directors and Committee Meetings

During the fiscal year ended December 31, 2024, the Board of Directors of the Company held twelve (12) meetings, and no Director attended fewer than 75% of the combined aggregate meetings of the Board of Directors and the meetings of the committees on which such Director served. The Company’s policy is to require all Directors to attend or participate in Annual Meetings of Shareholders absent extenuating circumstances. All of the Company’s Directors participated in the Company’s 2024 Annual Meeting of Shareholders.

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


Director Matrix

Committees & Names	Brody, M	Courtright, W	Dallas, D	Dallas, R	Gross, M	Maricondo, P	Patel, R	Tucker, A	Hughes, J

Audit & Risk	•	•	•		•	•
Human Resource/Compensation	•					•	•
Executive Loan		•	•	•			•	•	•
Corporate Governance and Nominating				•	•			•
Asset Liability Committee (“ALCO”)	•	•	•	•	•	•	•	•	•

• Chair member to the committee

• Member to the committee

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 2024, other than Mr. Hughes who is the President and CEO of the Company. In addition, members of the Audit & Risk 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, 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, Audit & Risk, and ALCO.

Audit & Risk Committee

The Company maintains an Audit & Risk 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, 2024. The Audit & Risk Committee met four (4) times in 2024. All Directors who serve on the Audit & Risk 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 & Risk Committee financial experts” as defined in Item 401(h) of the SEC’s Regulation S-K.

The Audit & Risk 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 & Risk Committee. The functions of the Audit & Risk 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) review and monitor the Company's compliance with all anti-money laundering laws and regulations applicable to it, including, but not limited to the Bank Secrecy Act and the USA Patriot Act and regulations and policies thereunder; (iv) provide an avenue of communication among the external and internal auditors and the Board; (v) review and monitor compliance with the Company's policies, procedures and practices; and (vi) identify, evaluate, and review policies for Management to utilize in managing the risk profile inherent in, and associated with, the Company’s strategy and business plans. The Audit & Risk Committee reviews this charter annually in order to assure compliance with current SEC and NASDAQ rule-making and to assure that the Audit & Risk Committee’s functions and procedures are appropriately defined and implemented. A copy of the Company’s Audit & Risk Committee charter is available on the Company’s website at www.unitybank.com.

The Audit & Risk 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 & Risk 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, 2024. The HR/Compensation Committee met three (3) times in 2024. 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 recommends the compensation for the Chief Executive Officer, the Chief Financial Officer, and for the members of the Company’s Board. This compensation is then approved by the Company’s Board. The HR/Compensation Committee does not delegate its authority regarding compensation for the Chief Executive Officer, the Chief Financial Officer, and for the members of the Company’s Board. 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.

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, 2024. The Corporate Governance and Nominating Committee met two (2) times in 2024. In accordance with the marketplace rules of the Nasdaq Global Market, the Corporate Governance and Nominating Committee is currently, and was during 2024, 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. The Code of Ethics is available in the Investor Relations section of the Company’s website located at www.unitybank.com.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024, 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.

Fees Paid to the Company’s Independent Registered Public Accounting Firm for the Fiscal Years 2024 and 2023



	Wolf & Co. P.C.
	2024		2023
Audit fees (1)	$	305,000	$	331,048
Non Audit related fees (2)(3)		17,680		39,680
Total	$	322,680	$	370,728

(1)

Includes those fees required for reporting on the Company’s consolidated financial statements and audit procedures relating to the U.S. Department of Housing and Urban Development (HUD) reporting requirements.

(2)

Includes fees related to data security tools, and certain IT services.

(3)

For 2024, permissible non-audit services included software provided by Wolf & Company P.C. relating to cybersecurity monitoring protocols. For 2023, permissible non-audit services included software and certain IT services provided by Wolf & Company P.C. relating to cyber security monitoring protocols.

Pre-Approval of Audit and Permissible Non-Audit Services

The Audit & Risk 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 & Risk 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 & Risk 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 & Risk Committee at its next meeting. All audit services provided by Wolf & Company P.C. to the Company for the fiscal years ended 2024 and 2023 were approved by the Audit & Risk Committee. There were no additional permissible non-audit services provided by Wolf & Company P.C. for the fiscal years ended 2024 and 2023.

Report of the Audit & Risk Committee

The Audit & Risk Committee meets at least four (4) times annually to fulfill responsibilities related to Audit and frequently as needed to address its risk related functions. The Audit & Risk 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 & Risk 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 U.S. generally accepted accounting principles, and discusses with the Audit & Risk Committee any issues they believe should be raised with the Committee.

In connection with this year’s financial statements, the Audit & Risk 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 & Risk Committee has discussed with Wolf & Company P.C. the matters required to be discussed by PCAOB Auditing Standards No. 16, Communications with Audit & Risk Committees. The Audit & Risk 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 & Risk Committee Concerning Independence, and have discussed such independence with representatives of Wolf & Company P.C.

Based on these reviews and discussions, the Audit & Risk 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, 2024, for filing with the U.S. SEC.

Peter E. Maricondo, Chairman

Dr. Mark S. Brody

Wayne Courtright

David D. Dallas

Dr. Mary E. Gross

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 28, 2025, 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 (“NEO”) 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	382,519	(3)	3.72	%
Wayne Courtright, Director	138,471	(4)	1.35	%
David D. Dallas, Chairman	1,834,986	(5)	17.82	%
Robert H. Dallas, II, Director	1,823,605	(6)	17.71	%
Dr. Mary E. Gross, Director	26,654	(7)	0.26	%
Peter E. Maricondo, Director	66,372	(8)	0.64	%
Raj Patel, Director	66,322	(9)	0.64	%
Aaron Tucker, Vice Chairman	87,573	(10)	0.85	%
James A. Hughes, President, Chief Executive Officer and Director	299,514	(11)	2.91	%
George Boyan, EVP and Chief Financial Officer	47,782	(12)	0.46	%
Vincent Geraci, FSVP and Director of Mortgage Lending	8,312	(13)	0.08	%
James Donovan, FSVP and Chief Lending Officer	4,975	(14)	0.05	%
Daniel Sharabba, SVP and Chief Retail Officer	4,459	(15)	0.04	%
Directors and Executive Officers of the Company as a Group (16 persons)	3,055,479	(16)	29.68	%
5% Shareholders: (1)
BlackRock, Inc	526,171	(17)	5.30	%

(1)	The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. 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 24,774 shares in Dr. Brody’s own name, 33,592 shares held jointly with his spouse, and 18,400 shares issuable upon the exercise of immediately exercisable options. Also includes 40,102 shares registered to Financial Planning Analysts and owned by Dr. Brody, 13,436 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 4,750 shares of Restricted Stock (see number 18 below for grant details).

(4)	Includes 71,796 shares in Mr. Courtright’s own name, 45,000 shares in an IRA in his own name, and 16,800 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 4,875 shares of Restricted Stock (see number 19 below for grant details).

(5)

Includes 38,476 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 1,773,396 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 4,875 shares of Restricted Stock (see number 19 below for grant details) and 906 unrestricted shares issued through its Dividend Reinvestment Plan.

(6)

Includes 27,303 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 1,773,396 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 4,750 shares of Restricted Stock (see number 18 below for grant details) and 856 unrestricted shares issued through its Dividend Reinvestment Plan.

(7)	Includes 18,479 shares in Dr. Gross’ own name and 3,300 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 4,875 shares of Restricted Stock (see number 19 below for grant details).

(8)	Includes 41,497 shares in Mr. Maricondo’s own name and 20,000 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 4,875 shares of Restricted Stock (see number 19 below for grant details).

(9)	Includes 53,372 shares in Mr. Patel’s own name and 8,200 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 4,750 shares of Restricted Stock (see number 18 below for grant details).

(10)	Includes 60,123 shares in Mr. Tuckers’ own name and 22,700 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 4,750 shares of Restricted Stock (see number 18 below for grant details).

(11)

Includes 144,308 shares in Mr. Hughes’ own name, 9,382 shares held in his 401(k), and 100,000 shares issuable upon the exercise of immediately exercisable options. Also includes a total of 45,000 shares of Restricted Stock (see number 20 below for grant details) and 824 unrestricted shares issued through a Dividend Reinvestment Plan.

(12)	Includes 17,642 shares in Mr. Boyan’s own name. Also includes a total of 28,750 shares of Restricted Stock (see number 21 below for grant details) and 1,391 unrestricted shares issued through a Dividend Reinvestment Plan.

(13)	Includes a total of 8,312 shares of Restricted Stock in Mr. Geraci’s own name (see number 22 below for grant details).

(14)	Includes a total of 4,975 shares of Restricted Stock in Mr. Donovan’s own name (see number 23 below for grant details).

(15)	Includes 433 shares in Mr. Sharabba’s own name. Also includes a total of 4,000 shares of Restricted Stock (see number 24 below for grant details) and 26 unrestricted shares issued through a Dividend Reinvestment Plan.

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

(17)	All information regarding the number of shares beneficially owned and the percent of ownership by BlackRock, Inc., was obtained from the 13G filed with the U.S. SEC on February 4, 2025.

(18)	The details of the restricted stock grants for all Directors holding 4,750 shares of Restricted Stock as of February 28, 2025, are as follows:

●

500 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

●

1,000 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

●

1,650 shares remaining unvested of an original grant of 2,200 shares granted on January 2, 2024, which vest in 550 share increments over four (4) years commencing January 2, 2025; and

●

1,600 shares granted on January 27, 2025, which vest in 400 share increments over four (4) years commencing January 27, 2026.

(19)	The details of the restricted stock grants for all Directors holding 4,875 shares of Restricted Stock as of February 28, 2025, are as follows:

●

625 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

●

1,000 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

●

1,650 shares remaining unvested of an original grant of 2,200 shares granted on January 2, 2024, which vest in 550 share increments over four (4) years commencing January 2, 2025; and

●

1,600 shares granted on January 27, 2025, which vest in 400 share increments over four (4) years commencing January 27, 2026.

(20)	The details of the restricted stock grants for all Executives holding 45,000 shares of Restricted Stock as of February 28, 2025, are as follows:

●

2,500 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

●

2,000 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

●

9,000 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

●

13,500 shares remaining unvested of an original granted of 18,000 shares granted on May 5, 2023, which vest in 4,500 share increments over four (4) years commencing May 5, 2024; and

●

18,000 shares granted on March 8, 2024, which vest in 4,500 share increments over four (4) years commencing March 8, 2025.

(21)	The details of the restricted stock grants for all Executives holding 28,750 shares of Restricted Stock as of February 28, 2025, are as follows:

●

2,500 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

●

6,000 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

●

8,250 shares remaining unvested of an original granted on May 5, 2023, which vest in 2,750 share increments over four (4) years commencing May 5, 2024.

●

12,000 shares granted on March 8, 2024, which vest in 3,000 share increments over four (4) years commencing March 8, 2025.

(22)	The details of the restricted stock grants for all Executives holding 8,312 shares of Restricted Stock as of February 28, 2025, are as follows:

●

812 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

●

1,500 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.

●

3,000 shares remaining unvested of an original grant of 4,000 shares granted on January 2, 2024, which vest in 1,000 share increments over four (4) years commencing January 2, 2025; and

●

3,000 shares granted on January 27, 2025, which vest in 750 share increments over four (4) years commencing January 27, 2026.

(23)	The details of the restricted stock grants for all Executives holding 4,975 shares of Restricted Stock as of February 28, 2025, are as follows:

●

500 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

●

1,000 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

●

1,875 shares remaining unvested of an original grant of 2,500 shares granted on January 2, 2024, which vest in 625 share increments over four (4) years commencing January 2, 2025; and

●

1,600 shares granted on January 27, 2025, which vest in 400 share increments over four (4) years commencing January 27, 2026.

(24)	The details of the restricted stock grants for all Executives holding 4,000 shares of Restricted Stock as of February 28, 2025, are as follows:

●

750 shares remaining unvested of an original grant of 1,000 shares granted on June 12, 2023, which vest in 250 share increments over four (4) years commencing June 12, 2024; and

●

1,500 shares remaining unvested of an original grant of 2,000 shares granted on January 2, 2024, which vest in 500 share increments over four (4) years commencing January 2, 2025.

●

1,750 shares granted on January 27, 2025, which vest in 437 or 438 share increments over four (4) years commencing January 27, 2026.

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

EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS

The Human Resources/Compensation Committee (the “Committee”), the Company, and its senior management are all 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 senior executive compensation is strongly correlated with the Company’s overall performance and the individual performance of our executives.

Our named executive officers (“NEOs”) for 2024 were:



Name	Title
James A. Hughes	President and Chief Executive Officer
George Boyan	Executive Vice President and Chief Financial Officer
Vincent Geraci	First Senior Vice President and Director of Mortgage Lending
James Donovan	First Senior Vice President and Chief Lending Officer
Daniel Sharabba	Senior Vice President and Chief Retail Officer

Executive Summary

During the 2024 fiscal year, the Company achieved a 49.84% increase in total shareholder return, significantly outperforming our peer indices, as shown below.

SEC Form DEF 14A filed by Unity Bancorp Inc.