Mark Brody
About Mark Brody
Dr. Mark S. Brody (age 72) is an independent director of Unity Bancorp, Inc. (UNTY), serving since 2002 with his current term expiring in 2027; he is Managing Member of Financial Planning Analysts, LLC and Vice President of Planned Financial Programs, Inc., and is designated an Audit & Risk Committee “financial expert” under SEC rules . He chaired the HR/Compensation Committee in 2024 and serves on Audit & Risk and ALCO committees; the Board determined him independent under NASDAQ standards, and the Board held 12 meetings in 2024 with all directors attending at least 75% of combined Board and committee meetings . No UNTY director (including Brody) simultaneously serves on other public company boards registered under the Exchange Act or the Investment Company Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unity Bancorp, Inc. (Company and Bank) | Independent Director | Director since 2002; current term expires 2027 | Chair, HR/Compensation (2024); Member, Audit & Risk (financial expert); Member, ALCO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Financial Planning Analysts, LLC | Managing Member | Not disclosed | Entity holds 40,102 UNTY shares registered to FPA and owned by Brody; plus 247,465 shares in a master account where Brody has dispositive power but no voting authority |
| Planned Financial Programs, Inc. | Vice President | Not disclosed | Private company role disclosed in Director biography |
Board Governance
- Committees: HR/Compensation (Chair), Audit & Risk (Member; designated “financial expert”), ALCO (Member) .
- Independence: Board determined all directors except the CEO (Hughes) were independent in 2024; Brody meets heightened independence for Audit & Risk and HR/Compensation .
- Attendance/Engagement: Board met 12 times in 2024; no director attended fewer than 75% of combined Board and committee meetings; all directors participated in the 2024 annual meeting .
- Compensation committee interlocks: None; no UNTY executive served as a director/comp committee member of another entity where that entity’s executive served on UNTY’s HR/Compensation Committee .
- Other public company directorships: None for any UNTY director (reduces external interlock risk) .
Fixed Compensation
Structure and Brody’s actual cash compensation (paid in 2024 for 2023 service):
- Non‑executive director annual retainer: $32,000 (for 2024 service, paid in 2025); committee chair retainer: +$5,000; Board chair retainer: +$8,000; Board meeting fee: $900; committee meeting fees: $500–$900; additional +$200 per meeting for chairs .
- Brody’s fees earned (paid in cash) in 2024: $16,500; “All Other Compensation”: $30,000; Total: $111,598 (includes equity grant fair value; see next section) .
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (structure) | $32,000 | 2024 structure, paid in 2025 |
| Committee chair retainer (structure) | $5,000 | Per committee chair, annual |
| Board/Committee meeting fees (structure) | $900 board; $500–$900 committee; +$200 chair premium | Per meeting |
| Brody – Fees earned in cash (paid 2024) | $16,500 | For 2023 service |
| Brody – All other compensation | $30,000 | As reported (director table) |
Performance Compensation
Director equity awards and vesting; plus performance metrics overseen by HR/Compensation Committee:
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director grant for 2023 service) | 2024-01-02 | 2,200 | $65,098 | Vests 25% annually over four years starting 2025-01-02 |
| Aggregate restricted stock outstanding (Brody) | As of 2024 YE | 4,950 | N/A | Outstanding balance (director table) |
| Aggregate options outstanding (Brody) | As of 2024 YE | 20,000 | N/A | Outstanding balance (director table) |
Unvested director RSU schedule (Brody holds 4,750 restricted shares per beneficial ownership detail):
- 500 unvested of original 2,000 grant on 2022-01-03; vest 500 per year from 2023-01-03 .
- 1,000 unvested of original 2,000 grant on 2023-01-03; vest 500 per year from 2024-01-03 .
- 1,650 unvested of original 2,200 grant on 2024-01-02; vest 550 per year from 2025-01-02 .
- 1,600 granted on 2025-01-27; vest 400 per year from 2026-01-27 .
Compensation Committee performance metrics (applied to executive bonuses; overseen by Brody as HR/Compensation Chair):
| Metric | Weight | Threshold | Target | Cap | 2024 Performance | Payout Factor |
|---|---|---|---|---|---|---|
| PPNR ROAA vs. Peers | 25% | 50% | 100% | 150% | 242.72% | 150% (capped) |
| PPNR ROAE vs. Peers | 25% | 50% | 100% | 150% | 223.66% | 150% (capped) |
Peer definition (for metrics): PA and NJ community banks with assets $0.6B–$24.0B, excluding Subchapter S institutions .
Governance guardrails:
- Clawback policy for incentive compensation upon financial restatement; double‑trigger CIC for executives; no excise tax gross‑ups; no option repricing permitted under equity plan .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards (Exchange Act or Investment Company Act registrants) | None for any UNTY director (including Brody) |
| HR/Compensation Committee interlocks | None (no reciprocal comp committee relationships) |
Expertise & Qualifications
- Audit & Risk “financial expert” designation (Reg S‑K Item 401(h)) .
- Compensation oversight as HR/Compensation Chair; committee administers executive comp, reviews market data, and does not currently use outside comp consultants .
- Risk oversight via Audit & Risk and ALCO participation; Audit & Risk met 4 times in 2024 and oversees internal/external audit, AML/BSA/Patriot Act compliance, and risk policies .
Equity Ownership
| Holder | Shares | Detail | % of Class |
|---|---|---|---|
| Dr. Mark S. Brody | 382,519 | 24,774 (own name); 33,592 (joint with spouse); 18,400 options currently exercisable; 40,102 registered to Financial Planning Analysts and owned by Brody; 13,436 SEP‑IRA; 247,465 in master account at Financial Planning Analysts (no voting authority, dispositive power); includes 4,750 restricted shares | 3.72% |
| Pledging/Hedging | None pledged among disclosed shares | Proxy notes none of the shares in the table are pledged as security |
Notes:
- Options: 18,400 immediately exercisable (beneficial ownership) ; aggregate options outstanding 20,000 (director table) .
- Restricted stock: beneficial ownership shows 4,750 restricted shares (see vesting schedule above) .
Governance Assessment
- Strengths: Independent status and chairing HR/Compensation; formal clawback policy; double‑trigger CIC; no excise tax gross‑ups; no option repricing; robust Audit & Risk oversight with Brody designated a financial expert; high equity ownership (3.72%), which aligns interests; no other public board interlocks and no compensation committee interlocks .
- Potential concerns: Significant personal and affiliated holdings (including dispositive power over 247,465 shares in an FPA master account) concentrate influence; Board includes two siblings (the Dallas brothers), which can raise entrenchment optics though unrelated to Brody’s independence; director loans occur in ordinary course but are monitored by Audit & Risk; disclosure notes no related‑party transactions beyond standard banking relationships .
- Attendance and engagement: Board and committee participation thresholds met (≥75% for all directors), and annual meeting participation disclosed—supports engagement .
Director Compensation Detail (Brody)
| Metric | 2024 (paid for 2023 service) |
|---|---|
| Fees earned or paid in cash | $16,500 |
| Stock awards (grant-date fair value) | $65,098 (2,200 shares granted 2024-01-02; vests over 4 years) |
| All other compensation | $30,000 |
| Total | $111,598 |
Director Deferred Fee Plan activity (crediting rate prime +100bps, 4% floor/10% cap):
| Name | Deferred Compensation | Interest Received | Total |
|---|---|---|---|
| Dr. Mark S. Brody | $46,500 | $81,460 | $127,960 |
Related-Party/Conflicts Check
- Ordinary‑course lending to directors and their associates is conducted on market terms; related‑party transactions are reviewed/approved by Audit & Risk, with no exceptions or unfavorable features disclosed in 2024–2023 .
- Independence review considered ordinary‑course banking transactions under Regulation O; Brody remained independent under NASDAQ and SEC heightened standards for Audit & Risk and HR/Compensation .
RED FLAGS
- Family ties on Board (Dallas brothers) can raise governance optics, though not a Brody‑specific conflict .
- High personal/affiliated ownership requires continued monitoring of voting/dispositive authority alignment and any pledging—currently none pledged .
Compensation Committee Oversight Signals
- Executive incentive metrics are tied to PPNR ROAA/ROAE vs peers with capped payouts, suggesting disciplined pay‑for‑performance; 2024 corporate results hit caps, leading to above‑target payouts (e.g., CEO actual bonus 122.5% of target) .
- No outside comp consultant currently used; governance practices include clawback, double‑trigger CIC, and no tax gross‑ups—shareholder‑friendly signals under Brody’s chairmanship .