David Dallas

About David D. Dallas

David D. Dallas is Chairman of the Board of Unity Bancorp, Inc. (UNTY) and Unity Bank; age 70, he has served as a Director since 1991, with extensive operating experience as CEO of Dallas Group of America, Inc. (chemicals) and a background in real estate investing and development in NJ/PA markets . The Board determined all directors were independent under NASDAQ standards during 2024 except the CEO, implying Dallas is classified as independent despite serving as Board Chair and being a significant shareholder . He signed the company’s 2025 proxy letter as Chairman .

Past Roles

External Roles

Board Governance

• Board and Committees:
  • Chairman of the Board (separate from CEO) .
  • Committee memberships (2024-2025): Audit & Risk Committee member; ALCO member; Executive Loan Committee member. He previously chaired the Risk Management Committee (2023 matrix) before UNTY merged risk oversight into Audit & Risk/ALCO .
• Independence: Board determined all directors were independent under NASDAQ during 2024 except the CEO (James A. Hughes), with Audit & Risk and HR/Comp committees meeting heightened standards; the Board noted directors may have ordinary-course banking transactions under Reg O .
• Attendance: In 2024 the Board met 12 times; no director attended fewer than 75% of Board+committee meetings, and all directors participated in the 2024 annual meeting .
• Other public boards: None; no UNTY director served on boards of other SEC-registered issuers or investment companies .

Fixed Compensation

• Structure and policy (2024 service, paid 2025):

  • Annual cash retainer: $32,000 for non-executive directors; committee chairs +$5,000; Board Chair +$8,000 .
  • Meeting fees: $900 per Bank Board meeting; $500–$900 per committee meeting; chairs receive +$200 per meeting .

• 2024 Director Compensation (Dallas):

  Component	Amount (USD)
  Fees Earned or Paid in Cash	$21,900
  Stock Awards (grant-date fair value)	$65,098
  All Other Compensation (retainer for 2023 service, paid 2024)	$33,000
  Total	$119,998

• Deferred Director Fee Plan:

  • Directors may defer up to 100% of retainer/fees; crediting rate prime +100 bps (min 4%, max 10%), compounded monthly; 100% vested; payout over 120 months or lump sum at termination .
  • 2024 deferral/interest for Dallas: Deferred Compensation $54,900; Interest Received $41,586; Total $96,486 .

Performance Compensation

• Equity awards for directors are time-vested Restricted Stock Units; no performance metrics disclosed for director grants; vest ratably over four years with annual installments, voting and dividend rights .

• Dallas Restricted Stock outstanding and vesting schedule (as of Feb 28, 2025):

  Grant Date	Original Grant	Unvested Remaining	Vesting Schedule
  Jan 2, 2022	2,500 shares	625 shares	625 per year over 4 years starting Jan 3, 2023
  Jan 3, 2023	2,000 shares	1,000 shares	500 per year over 4 years starting Jan 3, 2024
  Jan 2, 2024	2,200 shares	1,650 shares	550 per year over 4 years starting Jan 2, 2025
  Jan 27, 2025	1,600 shares	1,600 shares	400 per year over 4 years starting Jan 27, 2026

• Options:

  • Aggregate options outstanding for Dallas: 17,333 exercisable options (director) .
  • No option repricing permitted; equity plan prohibits repricing; vesting periods enforced .

Other Directorships & Interlocks

• Other public company boards: None .
• Compensation committee interlocks: None reported at UNTY; no executives serving on other companies’ comp committees and vice-versa .
• Family interlock: Dallas and Robert H. Dallas II are brothers and both serve on the Board .

Expertise & Qualifications

• Operating executive experience (CEO of chemical manufacturing company), finance oversight via Audit & Risk committee membership, and municipal land use governance background .
• The Board identified several Audit & Risk committee members as “financial experts,” but Dallas is not designated among the named financial experts (Maricondo, Brody, Courtright, Gross) .

Equity Ownership

• Beneficial ownership (as of Feb 28, 2025):

  Holder	Shares Beneficially Owned	Percent of Class
  David D. Dallas	1,834,986	17.82%

• Breakdown (footnote details):
  • Direct: 38,476 shares in his own name .
  • Options: 17,333 shares issuable upon immediate exercise .
  • Indirect via Dallas Financial Holdings LLC: 1,773,396 shares; Dallas is 50% owner; also disclosed as beneficially owned by Robert H. Dallas II .
  • Restricted Stock: included among holdings; aggregate director RS outstanding for Dallas noted separately as 5,250 shares and 4,875 in footnote counts by grant cohort .
  • DRIP: 906 unrestricted shares via Dividend Reinvestment Plan .
• Pledging: None of the disclosed shares are pledged as security .

Insider Trades

Note: Aggregators (Benzinga/GuruFocus) compile from SEC Form 4; specific 2025 filings are referenced via the SEC archive link above.

Related Party Transactions

• Ordinary-course banking relationships (loans/deposits) with directors and their associates occur under Reg O on market terms and are reviewed; Audit & Risk Committee pre-approves related party transactions and reported none outside ordinary-course requirements in 2024–2023 .

Governance Assessment

• Alignment and influence:
  • Significant ownership (~17.82%) via personal holdings, options, and Dallas Financial Holdings LLC indicates strong skin-in-the-game and potential board influence; family tie with another director reinforces insider cohesion .
  • No pledge of shares reduces financing-related governance risk .
• Independence and committee posture:
  • Board classifies Dallas as independent under NASDAQ despite Chair role and large ownership; he serves on Audit & Risk and ALCO, and previously chaired Risk Management, supporting risk oversight involvement .
• Compensation structure for directors:
  • Mix of cash retainers/meeting fees and time-vested equity promotes longer-term alignment; no performance-based metrics or options repricing; clawback exists for incentive compensation at UNTY (primarily for executives) .
• RED FLAGS to monitor:
  • Family relationship on the board (David and Robert H. Dallas II) may raise perceived independence concerns and potential related-party exposure, though the company reports only ordinary-course banking relationships and committee oversight .
  • Concentrated control via LLC shared with his brother could impact minority shareholder confidence; continued transparency on transactions and committee independence is key .
• Attendance and engagement:
  • No director fell below 75% attendance in 2024; Dallas signed shareholder communications as Chair, indicating engagement .
• External roles:
  • Public-sector land use and non-profit trustee experience complement local market and governance insight .

Overall: Dallas provides longstanding leadership, material ownership alignment, and risk oversight experience. Investors should balance alignment benefits of high insider ownership with potential concerns around family interlocks and concentrated influence; UNTY’s policies (independence determinations, committee charters, clawback, related-party oversight) partially mitigate these risks .