Robert Dallas
About Robert H. Dallas, II
Independent director at Unity Bancorp, Inc. (Unity Bank), age 78, serving since 1991. President of Dallas Group of America, Inc. (chemicals); brother of Board Chairman David D. Dallas, indicating a family relationship on the board. Classified as independent under Nasdaq rules in 2024; attended at least 75% of board and committee meetings, and participated in the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unity Bancorp, Inc. / Unity Bank | Director | 1991–present | Corporate Governance & Nominating Committee member; member of ALCO; member of Executive Loan Committee (per board matrix) |
| Dallas Group of America, Inc. | President | Not disclosed | External operating experience in chemicals sector |
External Roles
| Organization | Role | Public Company? | Committee Roles |
|---|---|---|---|
| Dallas Group of America, Inc. | President | No (private) | Not disclosed |
| Other public company directorships | — | None | — |
Board Governance
- Committees: Corporate Governance & Nominating (member; Chair: Dr. Mary E. Gross); Executive Loan (member); ALCO (member) .
- Independence: All directors independent in 2024 except CEO James A. Hughes; audit and compensation members meet heightened independence standards .
- Attendance: Board met 12 times in 2024; no director under 75% attendance; all directors attended the 2024 Annual Meeting .
- Board leadership: Separate Chair and CEO; Chair is non-employee (David D. Dallas) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (2024) | $18,900 | Board/committee meeting fees |
| Equity Awards (2024 grant) | $65,098 | 2,200 restricted shares granted Jan 2, 2024; vests 25% annually starting Jan 2, 2025 |
| All Other Compensation | $27,000 | Annual retainer paid in 2024 for 2023 service |
| Director fee/meeting framework | Retainer $32,000; committee chair retainer $5,000; Board chair retainer $8,000; $900 per board meeting; $500–$900 per committee meeting; +$200 for chair per meeting | Policy for 2024, paid in 2025 |
Performance Compensation
- Not applicable for non-executive directors; Unity does not link director pay to specific performance metrics. Director equity awards vest over four years and are service-based, with no repricing permitted under the plan .
Director Equity Vesting Schedule (Unvested as of Feb 28, 2025)
| Grant Date | Shares Outstanding (Unvested) | Vesting Cadence | First Vest Date |
|---|---|---|---|
| Jan 3, 2022 | 500 | 500 shares annually over four years | Jan 3, 2023 |
| Jan 3, 2023 | 1,000 | 500 shares annually over four years | Jan 3, 2024 |
| Jan 2, 2024 | 1,650 | 550 shares annually over four years | Jan 2, 2025 |
| Jan 27, 2025 | 1,600 | 400 shares annually over four years | Jan 27, 2026 |
- Aggregate outstanding restricted stock at year-end for Robert Dallas: 4,950 shares; options outstanding: 17,300 (exercisable) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | None (no Unity director also serves as a director of an SEC-registered company) |
| Committee interlocks | None on HR/Compensation Committee per SEC rules |
| Family relationships | Brother of Chairman David D. Dallas |
Expertise & Qualifications
- Operating leadership: Long-tenured president in chemicals industry, bringing business oversight experience .
- Governance participation: Corporate Governance & Nominating Committee member, contributing to board composition and annual board evaluations .
Equity Ownership
| Metric | Value | Breakdown |
|---|---|---|
| Total beneficial ownership | 1,823,605 shares | 27,303 direct; 17,300 options exercisable; 1,773,396 via Dallas Financial Holdings LLC (50% owner); 4,750 restricted stock; 856 DRIP shares |
| Ownership % of outstanding | 17.71% | As of Feb 28, 2025 (10,057,597 shares outstanding) |
| Pledged shares | None | No shares pledged as collateral |
Insider Filings and Trades
| Item | Status |
|---|---|
| Section 16 compliance (2024) | All reporting persons compliant; exception noted only for Mary Gross due to clerical error. No issues disclosed for Robert Dallas |
Governance Assessment
- Strengths: Independent status; active committee work; strong attendance; no related-party transactions beyond ordinary-course lending; no pledging; director equity vesting aligned with multi-year service; no option repricing; clawback policy for incentive compensation at the company level .
- Alignment: Significant long-term share ownership (17.71%) via direct holdings, options, and Dallas Financial Holdings LLC indicates substantial alignment with shareholder outcomes, albeit concentrated .
- Potential Conflicts / RED FLAGS:
- Family tie: Sibling relationship with the Board Chairman may raise perceived independence concerns despite formal independence designation; mitigated by committee independence and governance structures .
- Ownership concentration: Large stake through Dallas Financial Holdings LLC could influence governance outcomes; transparency on related-party review noted, with no non-ordinary transactions in 2024–2023 .
- Overall signal: While formal independence and governance practices are robust, investors should monitor board dynamics given family representation and ownership concentration for any impact on board effectiveness and minority shareholder rights .