CNOB.NASDAQConnectone Bancorp, INC
10-K/A: ConnectOne Bancorp Files Amendment to 10-K to Include Omitted Exhibit
Sentiment:
10-K/A Amendment
ConnectOne Bancorp files an amendment to its annual report to include an employment agreement that was inadvertently omitted from the original filing.
Summary
- ConnectOne Bancorp, Inc. is filing Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the year ended December 31, 2024.
- The purpose of the amendment is to file Exhibit 10.14, which was inadvertently omitted from the originally filed Form 10-K.
- The amendment speaks as of the original filing date of February 21, 2025, and does not reflect events occurring after that date.
- No revisions are being made to the company's financial statements or any other disclosure contained in the Form 10-K.
- The company is including new certifications by the principal executive officer and principal financial officer.
- Exhibit 10.14 is an employment agreement dated November 30, 2020, between ConnectOne Bank, ConnectOne Bancorp, Inc., and Michael O'Malley, who serves as Executive Vice President and Chief Risk Officer of the Bank.
- The agreement outlines O'Malley's position, duties, compensation (including a base salary of $325,000), and other benefits.
- The term of the agreement commenced on the effective date and continues until the third anniversary, with automatic one-year renewals unless either party provides written notice at least 90 days prior to the anniversary.
- The agreement includes provisions for termination, change in control, covenant not to compete, non-solicitation, and confidentiality.
- The amendment includes certifications from Frank Sorrentino III, Chairman and Chief Executive Officer, and William S. Burns, Senior Executive Vice President and Chief Financial Officer, regarding the accuracy and integrity of the report.
Sentiment
Score: 7
Explanation: The document is a routine amendment to correct an omission. The sentiment is neutral, with a slight positive bias due to the corrective action taken by the company.
Positives
- The company is taking corrective action to ensure all required exhibits are included in its filings.
- The employment agreement provides clarity on the terms of employment for a key executive, the Chief Risk Officer.
Negatives
- The need to file an amendment indicates an initial oversight in the original filing process.
Risks
- Failure to include required exhibits in filings could lead to regulatory scrutiny.
- The employment agreement contains standard clauses, but any disputes arising from it could lead to legal challenges.
Future Outlook
The amendment does not contain any forward-looking statements or guidance.
Management Comments
- Frank Sorrentino III, Chairman and Chief Executive Officer, and William S. Burns, Senior Executive Vice President and Chief Financial Officer, certified the accuracy and integrity of the report.
Industry Context
This filing is a routine amendment to correct an omission in the original annual report, and does not reflect any broader industry trends.
Comparison to Industry Standards
- The employment agreement for Michael O'Malley appears to be standard for executive roles in the banking industry, with typical provisions for compensation, benefits, termination, and non-compete clauses.
- The base salary of $325,000 is within a reasonable range for a Chief Risk Officer at a bank of ConnectOne's size, but would need to be benchmarked against specific peer institutions for a more precise comparison.
- The severance terms and change in control provisions are also typical, but the specifics (e.g., the multiple of salary and bonus) would need to be compared to industry surveys and peer group data to assess competitiveness.
Stakeholder Impact
- The amendment ensures that stakeholders have access to complete information about the company's executive compensation arrangements.
Key Dates
| Date | Description |
|---|---|
| 2003-12-19 | Date of Indenture between the Registrant and Wilmington Trust Company relating to $5.0 million aggregate principal amount of floating rate debentures. |
| 2003-12-19 | Date of Amended and restated Declaration of Trust of Center Bancorp Statutory Trust II. |
| 2003-12-19 | Date of Guarantee Agreement between Registrant and Wilmington Trust Company. |
| 2013-12-19 | Date of Form of Change in Control Agreement by and between the Company and Laura Criscione. |
| 2017-06-01 | Date of Second Amended and Restated Employment Agreement by and among the Registrant, ConnectOne Bank and Frank Sorrentino III. |
| 2017-06-01 | Date of Amended and Restated Employment Agreement by and among the Registrant, ConnectOne Bank and William S. Burns. |
| 2018-01-17 | Date of Indenture between the Company and U.S. Bank National Association as Trustee. |
| 2020-05-21 | Date of the Registrant's Restated Certificate of Incorporation. |
| 2020-06-15 | Date of Second Supplemental Indenture between the Registrant and U.S. Bank National Association, as Trustee. |
| 2020-11-30 | Effective date of the Employment Agreement between Michael O'Malley, ConnectOne Bank, and ConnectOne Bancorp, Inc. |
| 2021-08-17 | Effective date of Certificate of Amendment designating the 5.25% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, of the Company. |
| 2023-10-16 | Date of Employment Agreement by and among the Registrant, ConnectOne Bank and Elizabeth Magennis. |
| 2024-09-04 | Date of Agreement and Plan of Merger dated by and between ConnectOne Bancorp, Inc., and The First of Long Island Corporation. |
| 2024-12-31 | Fiscal Year Ended. |
| 2025-02-21 | Original filing date of the Form 10-K. |
| 2025-03-31 | Date of Amendment No. 1 to the Annual Report on Form 10-K. |
Keywords
10-K/A, amendment, employment agreement, Michael O'Malley, Chief Risk Officer, ConnectOne Bancorp, ConnectOne Bank, Form 10-K, financial reporting, certification
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