Wayne Courtright
About Wayne Courtright
Wayne Courtright (age 77) is an independent Director of Unity Bancorp, Inc. and Unity Bank, serving since 2004; he is a retired banker with prior roles as Executive Vice President, Chief Lending Officer, Chief Credit Officer, and director at several institutions, and is designated an Audit & Risk Committee financial expert under SEC rules . He sits on Audit & Risk, Executive Loan, and ALCO committees; no other public company directorships are disclosed, and the Board determined him independent under Nasdaq standards in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several banking institutions (not individually named) | Executive VP; Chief Lending Officer; Chief Credit Officer; Director | Not disclosed | Senior credit and lending leadership experience; Audit committee financial expert designation supports board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | “No Director of the Company is also a Director of any other company” registered under Exchange Act or Investment Company Act |
Board Governance
- Committee assignments:
- Audit & Risk: Member; committee chaired by Peter E. Maricondo; committee met 4 times in 2024; Courtright designated a financial expert .
- Executive Loan: Member; oversight of credit approvals and lending risk .
- ALCO: Member; all directors serve on ALCO, overseeing interest rate and liquidity risk .
- Corporate Governance & Nominating: Not a member; chaired by Dr. Mary E. Gross .
- HR/Compensation: Not a member; chaired by Dr. Mark S. Brody .
- Independence: Board determined all directors (except CEO Hughes) were independent in 2024; audit and compensation members meet heightened independence requirements .
- Attendance: Board held 12 meetings in 2024; no director attended fewer than 75% of combined Board and committee meetings; all directors participated in the 2024 Annual Meeting .
Fixed Compensation
| Year (Comp reported) | Fees Earned in Cash ($) | Stock Awards ($, grant-date FV) | Retainer “All Other Compensation” ($) | Total ($) |
|---|---|---|---|---|
| 2024 (service year 2024/2023 grants) | 22,400 | 65,098 | 30,000 (retainer for 2023 service, paid 2024) | 117,498 |
| 2023 (service year 2023/2022 grants) | 25,600 | 54,660 | 25,000 (retainer for 2022 service, paid 2023) | 105,260 |
| 2022 (service year 2022/2021 grants) | 32,900 | 65,625 | 25,000 (retainer for 2021 service, paid 2022) | 123,525 |
- Program structure (2024 service): Non-executive directors received a $32,000 annual retainer (paid in 2025), $900 per Bank board meeting, and $500–$900 per committee meeting; committee chairs and the Board chair receive an extra $200 per meeting .
Performance Compensation
- Equity awards are time-based restricted stock, not performance-linked. Annual director grants vest 25% per year over four years and carry dividend and voting rights; no option repricing permitted under plan .
- Courtright’s director restricted stock outstanding (as of 2/28/2025): 4,875 shares, with the following vesting details :
| Grant Date | Original Grant Size | Remaining Unvested (as of 2/28/2025) | Vesting Schedule |
|---|---|---|---|
| Jan 2, 2022 | 2,500 | 625 | 625 shares annually, Jan 3, 2023–Jan 3, 2026 |
| Jan 3, 2023 | 2,000 | 1,000 | 500 shares annually, Jan 3, 2024–Jan 3, 2027 |
| Jan 2, 2024 | 2,200 | 1,650 | 550 shares annually, Jan 2, 2025–Jan 2, 2028 |
| Jan 27, 2025 | 1,600 | 1,600 | 400 shares annually, Jan 27, 2026–Jan 27, 2029 |
- Options: Aggregate outstanding director options for Courtright total 16,800; individual strike and expiry not itemized in director section .
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Public company boards | None | Explicitly disclosed none for all directors |
| HR/Compensation committee interlocks | None | No interlocks or insider participation per SEC definition |
| Private/non-profit boards | Not disclosed | No external roles disclosed for Courtright |
Expertise & Qualifications
- Audit & Risk Committee financial expert (Reg S-K Item 401(h)) .
- Deep credit and lending background as former EVP, Chief Lending, Chief Credit Officer; prominent NJ business network supporting business development .
- Banking risk oversight experience through membership on Audit & Risk, Executive Loan, ALCO committees .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Breakdown |
|---|---|---|---|
| Wayne Courtright | 138,471 | 1.35% | 71,796 in own name ; 45,000 in IRA ; 16,800 immediately exercisable options ; 4,875 restricted stock (unvested schedule above) |
| Pledging | None | — | “None of the shares disclosed… are pledged as security” |
Governance Assessment
- Strengths
- Independence and expertise: Independent director with audit financial expert designation; sits on key risk committees (Audit & Risk, ALCO, Executive Loan), reinforcing oversight of credit, interest rate, and liquidity risks .
- Engagement: Board met 12 times in 2024; no director below 75% attendance; full participation in annual meeting—supports board effectiveness .
- Ownership alignment: 1.35% beneficial ownership and ongoing time-based RSU vesting; no pledging—signals alignment without leverage risk .
- Compensation discipline: Director pay is predominantly fixed cash (retainer/meeting) plus modest equity grants with four-year vesting; no option repricing and clawback policy exists at company-level for incentive compensation, reflecting governance best practices .
- Watch items / potential conflicts
- Related-party banking: Ordinary-course lending to directors is permitted and was considered in independence determinations; transactions require Board/Audit & Risk approval, with no unfavorable terms disclosed—monitor for continued adherence to Regulation O standards .
- Ownership concentration (context): Dallas family members collectively own sizable stakes (>17% each) which can influence governance dynamics; not a direct issue for Courtright but relevant for board independence context .
- Signals for investors
- Risk oversight continuity: Courtright’s credit/lending background plus Audit & Risk financial expert status strengthens oversight of core bank risks—positive for investor confidence .
- No external public board commitments: Reduces overboarding risk and potential interlocks .
- Equity grants time-based: Director equity lacks performance metrics, but four-year vesting supports retention without short-term incentives .
RED FLAGS: None identified specific to Courtright—no pledging, no disclosed related-party transactions beyond ordinary-course banking, independence affirmed, attendance adequate .