Mary Gross
About Mary E. Gross
Dr. Mary E. Gross, age 64, is an independent director of Unity Bancorp, Inc. and Unity Bank, serving on the board since 2009. She is the Founder of Human Edge Resources, LLC, a human resources consulting firm, and is designated an “Audit & Risk Committee financial expert” by the Board. She currently chairs the Corporate Governance & Nominating Committee and serves on Audit & Risk and ALCO committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Human Edge Resources, LLC | Founder (Human Resource Consulting) | Past five years (and current) | HR expertise; governance chair at UNTY leverages background |
External Roles
| Category | Role/Board | Status |
|---|---|---|
| Public company directorships | Any other Exchange Act-registered company | None (Board discloses no director serves on other registered company boards) |
Board Governance
| Dimension | Details |
|---|---|
| Board independence | All directors except CEO (James A. Hughes) were independent in 2024; Audit & Risk members meet heightened SEC/Nasdaq standards |
| Committee chair roles | Chair, Corporate Governance & Nominating (2024 and current) |
| Committee memberships (2024) | Audit & Risk (member); Corporate Governance & Nominating (Chair); ALCO (member) |
| Committee memberships (current as of proxy date) | Audit & Risk (member); HR/Compensation (member, post-Board change); Corporate Governance & Nominating (Chair); ALCO (member) |
| Attendance & engagement | Board held 12 meetings in 2024; no director attended fewer than 75% of combined board/committee meetings; all directors participated in the 2024 annual meeting |
| Governance structure | Separate Chair (independent) and CEO roles |
Fixed Compensation
| Component | Policy/Amount | Mary Gross – 2024 Actual |
|---|---|---|
| Annual cash retainer (non-exec directors) | $32,000 retainer (paid in 2025 for 2024 service) | $30,000 “All Other Compensation” (retainer paid in 2024 for 2023 service) |
| Committee chair retainer | $5,000 (per committee chair) | Included within retainer; she chairs Corporate Governance & Nominating |
| Board/committee meeting fees | $900 per Bank Board meeting; $500–$900 per committee meeting; +$200 per meeting for Board/committee chairs | Fees earned in cash: $14,900 |
| Total director pay (cash and equity) | n/a | $109,998 total (cash + stock + other) |
| Deferred fees plan participation | Directors may defer up to 100% fees; accrual at prime+100 bps (4%–10%), compounded monthly | Deferred Compensation $44,900; Interest received $8,079; Total $52,979 |
Performance Compensation
| Equity Award Detail | Date | Shares/Units | Grant Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual director restricted stock grant (for 2023 service) | Jan 2, 2024 | 2,200 shares | $65,098 | 25% per year over 4 years starting Jan 2, 2025 | Standard non-employee director grant |
| Outstanding restricted stock (aggregate) | As of 12/31/2024 | 5,250 shares | n/a | Mix of grants from 2022–2025 with ratable vesting | See granular vesting below |
| Vesting schedule (Directors with 4,875 RS shares) | Jan 3, 2022 grant | 2,500 (625 unvested remaining) | n/a | 625/yr starting Jan 3, 2023 | Applies to Dr. Gross |
| Vesting schedule | Jan 3, 2023 grant | 2,000 (1,000 unvested remaining) | n/a | 500/yr starting Jan 3, 2024 | |
| Vesting schedule | Jan 2, 2024 grant | 2,200 (1,650 unvested remaining) | n/a | 550/yr starting Jan 2, 2025 | |
| Vesting schedule | Jan 27, 2025 grant | 1,600 | n/a | 400/yr starting Jan 27, 2026 |
Equity awards to directors are time-vested restricted stock with voting and dividend rights; no performance metrics are attached to director equity grants .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation committee interlocks | None (no executive officer served as a director/comp committee member of another entity with reciprocal participation) |
| Shared directorships/interlocks | No other public company boards disclosed for any director |
Expertise & Qualifications
- Audit & Risk “financial expert” designation (Item 401(h) Reg S-K) .
- Human resources expertise via Human Edge Resources (founder), aligning with chairing Corporate Governance & Nominating .
- Long board tenure since 2009; experienced community banking oversight (risk, compliance, governance) .
Equity Ownership
| Measure | Amount/Detail |
|---|---|
| Total beneficial ownership | 26,654 shares; 0.26% of class (as of Feb 28, 2025) |
| Direct shares | 18,479 shares |
| Options – currently exercisable | 3,300 shares (immediately exercisable) |
| Restricted stock (unvested outstanding) | 4,875 shares |
| Shares pledged | None pledged among disclosed holdings |
Insider Trades and Section 16 Compliance
| Item | Date(s) | Detail |
|---|---|---|
| Form 4A late filing (clerical error) | Filed Jan 31, 2024; transactions Jan 25–26, 2024 | Company noted one late Form 4A for Mary Gross due to clerical error |
Governance Assessment
-
Strengths
- Independence and audit expertise: Dr. Gross is independent and designated as an Audit & Risk financial expert; sits on Audit & Risk with heightened independence standards .
- Governance leadership: Chairs Corporate Governance & Nominating; oversees board composition, evaluations, and governance principles—key for board effectiveness .
- Engagement: Board met 12 times in 2024; no director fell below 75% attendance; all attended annual meeting .
- Alignment: Holds 26,654 shares inclusive of exercisable options and unvested RS; none pledged, reducing alignment risk .
- Related-party oversight: Audit & Risk Committee reviews related-party transactions; 2024–2023 transactions limited to ordinary-course lending under Regulation O, with no unfavorable features or unapproved transactions .
-
Watch items / RED FLAGS
- Late Section 16 filing: One late Form 4A for January 2024 transactions (clerical error). While minor, it is a compliance footnote to monitor .
- Concentrated insider ownership and familial ties: Two directors (David D. Dallas, Chairman, and Robert H. Dallas, II) each beneficially own ~17.8% and ~17.7% respectively, and are brothers—this concentration may influence governance dynamics and warrants continued oversight, particularly by independent committee chairs like Dr. Gross .
- Compensation advisory: HR/Compensation Committee does not use external consultants, which may limit benchmarking rigor; however, committee members are independent and apply structured performance metrics for executives (context for overall governance) .
Overall, Dr. Gross’s committee leadership in governance and designation as an audit financial expert are positives for investor confidence. The board’s independence profile is solid, but high insider ownership among Dallas family members remains a structural governance consideration that her governance chair role helps counterbalance .