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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 ConnectOne Bancorp, Inc. 10-K 12/31/23 143:23M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.17M
2: EX-21.1 Subsidiaries List HTML 43K
3: EX-23.1 Consent of Expert or Counsel HTML 41K
7: EX-97 Clawback Policy re: Recovery of Erroneously HTML 52K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 46K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 46K
6: EX-32 Certification -- §906 - SOA'02 HTML 42K
13: R1 Document And Entity Information HTML 116K
14: R2 Consolidated Statements of Financial Condition HTML 159K
15: R3 Consolidated Statements of Financial Condition HTML 66K
(Parentheticals)
16: R4 Consolidated Statements of Income HTML 162K
17: R5 Consolidated Statements of Comprehensive Income HTML 111K
18: R6 Consolidated Statements of Changes in HTML 143K
Stockholders' Equity
19: R7 Consolidated Statements of Changes in HTML 65K
Stockholders' Equity (Parentheticals)
20: R8 Consolidated Statements of Cash Flows HTML 196K
21: R9 Note 1a - Nature of Operations, Basis of HTML 118K
Presentation and Summary of Significant Accounting
Policies
22: R10 Note 2 - Earnings Per Common Share HTML 67K
23: R11 Note 3 - Investment Securities HTML 196K
24: R12 Note 4 - Loans and the Allowance for Credit Losses HTML 678K
25: R13 Note 5 - Premises and Equipment HTML 83K
26: R14 Note 6 - Goodwill and Other Intangible Assets HTML 67K
27: R15 Note 7 - Deposits HTML 51K
28: R16 Note 8 - FHLB Borrowings HTML 65K
29: R17 Note 9 - Subordinated Debentures HTML 62K
30: R18 Note 10 - Income Taxes HTML 107K
31: R19 Note 11 - Preferred Stock HTML 44K
32: R20 Note 12 - Commitments, Contingencies, and HTML 56K
Concentrations of Credit Risk
33: R21 Note 13 - Transactions with Executive Officers, HTML 55K
Directors, and Principle Stockholders
34: R22 Note 14 - Stockholders' Equity and Regulatory HTML 138K
Requirements
35: R23 Note 15 - Comprehensive Income HTML 73K
36: R24 Note 16 - Pension and Other Benefits HTML 183K
37: R25 Note 17 - Stock Based Compensation HTML 107K
38: R26 Note 18 - Dividends and Other Restrictions HTML 44K
39: R27 Note 19 - Derivatives HTML 75K
40: R28 Note 20 - Fair Value Measurements and Fair Value HTML 328K
of Financial Instruments
41: R29 Note 21 - Parent Corporation Only Financial HTML 137K
Statements
42: R30 Note 22 - Quarterly Financial Information of HTML 103K
ConnectOne Bancorp, Inc. (Unaudited)
43: R31 Insider Trading Arrangements HTML 50K
44: R32 Significant Accounting Policies (Policies) HTML 193K
45: R33 Note 2 - Earnings Per Common Share (Tables) HTML 65K
46: R34 Note 3 - Investment Securities (Tables) HTML 193K
47: R35 Note 4 - Loans and the Allowance for Credit Losses HTML 674K
(Tables)
48: R36 Note 5 - Premises and Equipment (Tables) HTML 84K
49: R37 Note 6 - Goodwill and Other Intangible Assets HTML 69K
(Tables)
50: R38 Note 7 - Deposits (Tables) HTML 48K
51: R39 Note 8 - FHLB Borrowings (Tables) HTML 63K
52: R40 Note 9 - Subordinated Debentures (Tables) HTML 57K
53: R41 Note 10 - Income Taxes (Tables) HTML 106K
54: R42 Note 12 - Commitments, Contingencies, and HTML 52K
Concentrations of Credit Risk (Tables)
55: R43 Note 13 - Transactions with Executive Officers, HTML 49K
Directors, and Principle Stockholders (Tables)
56: R44 Note 14 - Stockholders' Equity and Regulatory HTML 130K
Requirements (Tables)
57: R45 Note 15 - Comprehensive Income (Tables) HTML 73K
58: R46 Note 16 - Pension and Other Benefits (Tables) HTML 180K
59: R47 Note 17 - Stock Based Compensation (Tables) HTML 104K
60: R48 Note 19 - Derivatives (Tables) HTML 68K
61: R49 Note 20 - Fair Value Measurements and Fair Value HTML 313K
of Financial Instruments (Tables)
62: R50 Note 21 - Parent Corporation Only Financial HTML 138K
Statements (Tables)
63: R51 Note 22 - Quarterly Financial Information of HTML 102K
ConnectOne Bancorp, Inc. (Unaudited) (Tables)
64: R52 Note 1a - Nature of Operations, Basis of HTML 65K
Presentation and Summary of Significant Accounting
Policies (Details Textual)
65: R53 Note 2 - Earnings Per Common Share - Computation HTML 83K
of Earnings Per Common Share (Details)
66: R54 Note 3 - Investment Securities (Details Textual) HTML 51K
67: R55 Note 3 - Investment Securities - Portfolio of HTML 70K
Securities Available-for-sale (Details)
68: R56 Note 3 - Investment Securities - Scheduled HTML 80K
Maturities (Details)
69: R57 Note 3 - Investment Securities - Gross Gains and HTML 53K
Losses from Sales and Redemptions of Securities
(Details)
70: R58 Note 3 - Investment Securities - Securities in an HTML 80K
Unrealized Loss Position (Details)
71: R59 Note 4 - Loans and the Allowance for Credit Losses HTML 61K
(Details Textual)
72: R60 Note 4 - Loans and the Allowance for Credit Losses HTML 59K
- Composition of Loan Portfolio (Details)
73: R61 Note 4 - Loans and the Allowance for Credit Losses HTML 45K
- Composition of Loans Held-for-sale (Details)
74: R62 Note 4 - Loans and the Allowance for Credit Losses HTML 54K
- Loans Receivable on Nonaccrual Status (Details)
75: R63 Note 4 - Loans and the Allowance for Credit Losses HTML 210K
- Loans by Origination and Risk Designation
(Details)
76: R64 Note 4 - Loans and the Allowance for Credit Losses HTML 65K
- Collateral Dependent Loans (Details)
77: R65 Note 4 - Loans and the Allowance for Credit Losses HTML 87K
- Analysis of Aging of Loans (Details)
78: R66 Note 4 - Loans and the Allowance for Credit Losses HTML 86K
- Impairment Evaluation on Loans and Allowance for
Credit Losses (Details)
79: R67 Note 4 - Loans and the Allowance for Credit Losses HTML 107K
- Activity in the ACL for Loans (Details)
80: R68 Note 4 - Loans and the Allowance for Credit Losses HTML 59K
- Amortized Cost of of the Modified Loans
(Details)
81: R69 Note 4 - Loans and the Allowance for Credit Losses HTML 54K
- Aging of Modified Loans (Details)
82: R70 Note 4 - Loans and the Allowance for Credit Losses HTML 46K
- Rollforward of Allowance for Credit Losses for
Unfunded Commitments (Details)
83: R71 Note 4 - Loans and the Allowance for Credit Losses HTML 50K
- Summary of (Reversal of) Provision for Credit
Losses (Details)
84: R72 Note 5 - Premises and Equipment (Details Textual) HTML 59K
85: R73 Note 5 - Premises and Equipment - Property, Plant HTML 63K
and Equipment (Details)
86: R74 Note 5 - Premises and Equipment - Schedule of HTML 45K
Capital Lease in Premises and Equipment (Details)
87: R75 Note 5 - Premises and Equipment - Schedule of HTML 58K
Future Minimum Lease Payments for Finance Leases
(Details)
88: R76 Note 5 - Premises and Equipment - Schedule of HTML 59K
Future Minimum Rental Payments for Operating
Leases (Details)
89: R77 Note 6 - Goodwill and Other Intangible Assets HTML 46K
(Details Textual)
90: R78 Note 6 - Goodwill and Other Intangible Assets - HTML 46K
Schedule of Change in Goodwill (Details)
91: R79 Note 6 - Goodwill and Other Intangible Assets - HTML 48K
Intangible Assets (Details)
92: R80 Note 6 - Goodwill and Other Intangible Assets - HTML 51K
Estimated Amortization Expense (Details)
93: R81 Note 7 - Deposits (Details Textual) HTML 46K
94: R82 Note 7 - Deposits - Schedule of Time Deposits HTML 56K
(Details)
95: R83 Note 8 - FHLB Borrowings (Details Textual) HTML 47K
96: R84 Note 8 - FHLB Borrowings - FHLB Borrowings and HTML 78K
Weighted Average Interest Rates (Details)
97: R85 Note 9 - Subordinated Debentures (Details Textual) HTML 72K
98: R86 Note 9 - Subordinated Debentures - Summary of HTML 59K
Mandatory Redeemable Trust Preferred Securities
(Details)
99: R87 Note 10 - Income Taxes (Details Textual) HTML 49K
100: R88 Note 10 - Income Taxes - Schedule of Components of HTML 68K
Income Tax Expense (Benefit) (Details)
101: R89 Note 10 - Income Taxes - Schedule of Effective HTML 71K
Income Tax Rate Reconciliation (Details)
102: R90 Note 10 - Income Taxes - Schedule of Deferred Tax HTML 87K
Assets and Liabilities (Details)
103: R91 Note 11 - Preferred Stock (Details Textual) HTML 65K
104: R92 Note 12 - Commitments, Contingencies and HTML 51K
Concentrations of Credit Risk - Summary of
Off-balance Sheet Risk (Details)
105: R93 Note 13 - Transactions with Executive Officers, HTML 45K
Directors, and Principle Stockholders (Details
Textual)
106: R94 Note 13 - Transactions with Executive Officers, HTML 47K
Directors, and Principle Stockholders - Schedule
of Related Party Transactions (Details)
107: R95 Note 14 - Stockholders' Equity and Regulatory HTML 43K
Requirements (Details Textual)
108: R96 Note 14 - Stockholders' Equity and Regulatory HTML 98K
Requirements - Schedule of Compliance with
Regulatory Capital Requirements under Banking
Regulations (Details)
109: R97 Note 15 - Comprehensive Income - Reclassification HTML 81K
out of Accumulated Other Comprehensive (Details)
110: R98 Note 15 - Comprehensive Income - Accumulated Other HTML 53K
Comprehensive (Loss) (Details)
111: R99 Note 16 - Pension and Other Benefits (Details HTML 61K
Textual)
112: R100 Note 16 - Pension and Other Benefits - Schedule of HTML 63K
Changes in Projected Benefit Obligations (Details)
113: R101 Note 16 - Pension and Other Benefits - Schedule of HTML 44K
Amounts in Accumulated Other Comprehensive Income
(Loss) to be Recognized (Details)
114: R102 Note 16 - Pension and Other Benefits - Schedule of HTML 61K
Net Benefit Costs (Details)
115: R103 Note 16 - Pension and Other Benefits - Schedule of HTML 50K
Benefit Obligations in Excess of Fair Value of
Plan Assets (Details)
116: R104 Note 16 - Pension and Other Benefits - Schedule of HTML 59K
Allocation of Plan Assets (Details)
117: R105 Note 16 - Pension and Other Benefits - Schedule of HTML 77K
Changes in Fair Value of Plan Assets (Details)
118: R106 Note 16 - Pension and Other Benefits - Schedule of HTML 52K
Defined Benefit Plans Disclosures (Details)
119: R107 Note 17 - Stock Based Compensation (Details HTML 86K
Textual)
120: R108 Note 17 - Stock Based Compensation - Activity in HTML 70K
Options (Details)
121: R109 Note 17 - Stock Based Compensation - Activity in HTML 62K
Restricted Shares (Details)
122: R110 Note 17 - Stock Based Compensation - Summary of HTML 59K
Unearned Performance Unit Awards (Details)
123: R111 Note 17 - Stock Based Compensation - Summary of HTML 57K
Unearned Restricted Stock Units (Details)
124: R112 Note 18 - Dividends and Other Restrictions HTML 41K
(Details Textual)
125: R113 Note 19 - Derivatives (Details Textual) HTML 75K
126: R114 Note 19 - Derivatives - Net Losses Recorded in HTML 48K
Other Comprehensive Income (Details)
127: R115 Note 19 - Derivatives - Cash Flow Hedges Included HTML 47K
in Consolidated Statements of Condition (Details)
128: R116 Note 20 - Fair Value Measurements and Fair Value HTML 44K
of Financial Instruments (Details Textual)
129: R117 Note 20 - Fair Value Measurements and Fair Value HTML 105K
of Financial Instruments - Assets and Liabilities
Measured on a Recurring Basis (Details)
130: R118 Note 20 - Fair Value Measurements and Fair Value HTML 58K
of Financial Instruments - Assets Measured on a
Nonrecurring Basis (Details)
131: R119 Note 20 - Fair Value Measurements and Fair Value HTML 48K
of Financial Instruments - Assets Measured on
Recurring Basis Using Significant Unobservable
Inputs (Details)
132: R120 Note 20 - Fair Value Measurements and Fair Value HTML 55K
of Financial Instruments - Quantitative
Information About Significant Unobservable Inputs
(Details)
133: R121 Note 20 - Fair Value Measurements and Fair Value HTML 75K
of Financial Instruments - Significant
Unobservable Inputs for Assets Measured on
Nonrecurring Basis (Details)
134: R122 Note 20 - Fair Value Measurements and Fair Value HTML 96K
of Financial Instruments - Carrying Value and Fair
Value of Financial Instruments (Details)
135: R123 Note 21 - Parent Corporation Only Financial HTML 87K
Statements - Condensed Balance Sheet (Details)
136: R124 Note 21 - Parent Corporation Only Financial HTML 83K
Statements - Condensed Income Statement (Details)
137: R125 Note 21 - Parent Corporation Only Financial HTML 116K
Statements - Condensed Statements of Cash Flows
(Details)
138: R126 Note 22 - Quarterly Financial Information of HTML 100K
ConnectOne Bancorp, Inc. (Unaudited) - Schedule of
Quarterly Financial Information (Details)
140: XML IDEA XML File -- Filing Summary XML 288K
143: XML XBRL Instance -- cnob20231231_10k_htm XML 7.00M
139: EXCEL IDEA Workbook of Financial Report Info XLSX 279K
9: EX-101.CAL XBRL Calculations -- cnob-20231231_cal XML 327K
10: EX-101.DEF XBRL Definitions -- cnob-20231231_def XML 2.43M
11: EX-101.LAB XBRL Labels -- cnob-20231231_lab XML 1.89M
12: EX-101.PRE XBRL Presentations -- cnob-20231231_pre XML 2.52M
8: EX-101.SCH XBRL Schema -- cnob-20231231 XSD 344K
141: JSON XBRL Instance as JSON Data -- MetaLinks 809± 1.39M
142: ZIP XBRL Zipped Folder -- 0001437749-24-005370-xbrl Zip 751K
Exhibit 97
The Board of Directors of ConnectOne Bancorp, Inc. (the "Company") believes it is desirable, and in the best interests of the Company and its stockholders, to maintain and enhance a culture that is focused on integrity, accountability and that discourages conduct detrimental to the Company's risk profile and sustainable growth. Therefore, it may be appropriate for the Company to recover Incentive Compensation (as defined herein) provided to certain employees, and it may be appropriate for those employees to repay such Incentive Compensation, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”). The Board of Directors has adopted the following Compensation Recoupment Policy (the "Policy") effective as of the date set forth above (the "Effective Date"). The Policy applies to the Company’s Executive Officers (as defined below).
Additional Definitions
“Erroneously Awarded Compensation” means the amount of Incentive Compensation received that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the amounts reflected in the Accounting Restatement, and must be computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement:
(A) The amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive Compensation was received; and
(B) The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Nasdaq.
"Executive Officer" shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy making functions for the Company. As used herein, a policy-making function is not intended to include policy-making functions that are not significant.
“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return shall be considered financial reporting measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
"Incentive Compensation" shall mean any compensation payable in cash, shares of the Company's common stock, restricted stock units or stock options, that is granted, earned or vested based wholly or in part upon the attainment of any Financial Reporting Measure. For the avoidance of doubt, Incentive Compensation will be deemed “received” by the Executive Officer for purposes of this policy in the fiscal period during which the financial reporting measure is attained, even if the payment or grant occurs after the end of that period.
"Restatement Date" shall mean the date that the Company concluded (or reasonably should have concluded), whether through its Board of Directors, a committee of the Board of Directors, or through officers of the Company if such officers are authorized to take such action without Board action, that an Accounting Restatement is required, or the date that a court or regulator directs the Company to prepare an Accounting Restatement.
Recoupment of Incentive Compensation
If the Company incurs an Accounting Restatement, then the Company shall promptly require each current or former Executive Officer who received Incentive Compensation to reimburse the Company any Erroneously Awarded Compensation received by such Executive Officer during the three completed fiscal years immediately preceding the Restatement Date.
For the sake of clarity, Erroneously Awarded Compensation shall be recovered even if there was no misconduct or failure of oversight on the part an individual Executive Officer.
Recoupment Amount and Procedures
The amount required to be reimbursed or returned to the Company shall be determined by the Compensation Committee of the Board of Directors (the "Committee") and will equal the amount of the Erroneously Awarded Compensation.
The Company will determine, in its sole discretion, the method for obtaining reimbursement or return of payments made, which may include, but is not limited to: (i) by offsetting the amount from any compensation owed by the Company to the affected Executive Officer (including, without limitation, amounts payable under a deferred compensation plan at such time as is permitted by Section 409A of the Internal Revenue Code of 1986, as amended): (ii) by reducing or eliminating future salary increases, cash incentive awards or equity awards; or (iii) by requiring the individual to pay the amount to the Company upon its written demand for such payment.
Exceptions to Recovery.
Exceptions to the foregoing policy of recoupment are only available where:
|
(i) |
pursuing such recovery would be impracticable because the direct expense paid to a third party to assist in enforcing the policy would exceed the recoverable amounts and the Company has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to the Nasdaq; or |
|
(ii) |
recoupment would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of the Internal Revenue Code. |
Miscellaneous
The Board of Directors intends that this Policy will be applied to the fullest extent permitted by law. In addition, the Committee may determine that any equity award agreement, employment agreement or similar agreement entered into or amended after the Effective Date shall, as a condition to the grant of any benefit covered by such agreement, require the affected employee to contractually agree to abide by the terms of this Policy. Further, the adoption of this Policy does not mitigate, and is intended to enhance, the effect of any recoupment or similar policies in any equity award agreement, employment agreement or similar agreement in effect prior to the Effective Date.
Binding on Successors
The terms of this Policy shall be binding and enforceable against all employees and their heirs, executors, administrators and legal representatives.
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/17/23 ConnectOne Bancorp, Inc. 8-K:5,9 10/16/23 12:319K RDG Filings/FA 4/08/22 ConnectOne Bancorp, Inc. 8-K:5,9 4/07/22 12:417K DG3/FA 2/25/22 ConnectOne Bancorp, Inc. 10-K 12/31/21 145:23M DG3/FA 8/19/21 ConnectOne Bancorp, Inc. 8-A12B 4:298K DG3/FA 6/15/20 ConnectOne Bancorp, Inc. 8-K:1,2,9 6/10/20 13:745K DG3/FA 5/22/20 ConnectOne Bancorp, Inc. 8-K:5,9 5/21/20 12:289K Globenewswire Inc./FA 12/16/19 ConnectOne Bancorp, Inc. 8-K:5,9 12/10/19 12:498K DG3/FA 12/21/18 ConnectOne Bancorp, Inc. 8-K:5,9 12/17/18 2:121K DG3/FA 1/17/18 ConnectOne Bancorp, Inc. 8-K:1,2,9 1/11/18 5:697K DG3/FA 6/05/17 ConnectOne Bancorp, Inc. 8-K:5,9 6/01/17 5:374K Globenewswire Inc./FA 4/27/17 ConnectOne Bancorp, Inc. DEF 14A 5/23/17 1:685K DG3/FA 12/20/13 ConnectOne Bancorp, Inc. 8-K:5,9 12/19/13 4:220K Command Financial 3/15/04 ConnectOne Bancorp, Inc. 10-K 12/31/03 15:945K Toppan Merrill/FA |