cnob20251113_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

ConnectOne Bancorp, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

301 Sylvan Avenue

Englewood Cliffs, New Jersey 07632

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS

To Be Held on May 19, 2026

To Our Shareholders:

We invite you to the Annual Meeting (the “Annual Meeting”) of ConnectOne Bancorp, Inc. (the “Company”), the holding company for ConnectOne Bank (the “Bank”), will be held via webcast on May 19, 2026 at 9:15 a.m. for the purpose of considering and voting upon the following matters, all of which are more completely set forth in the accompanying Proxy Statement:

The election of fifteen (15) directors of the Company, each to serve for the terms described in the proxy statement or until his or her successor is elected and shall qualify;

Approval of the ConnectOne Bancorp, Inc. 2026 Equity Incentive Plan;

To vote, on an advisory basis, to approve the executive compensation of the Company’s named executive officers, as described in this proxy statement;

To ratify the appointment of Crowe LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026; and

Such other business as shall properly come before the Annual Meeting.

This year's Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted via a live webcast. You will be able to participate in the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CNOB2026.

Because the Annual Meeting is virtual and being conducted via live webcast, shareholders will not be able to attend the Annual Meeting in person. Details regarding how to participate in the meeting online and the business to be conducted at the meeting are more fully described in the accompanying proxy statement.

Only holders of record of shares of the Company’s common stock (the “Common Stock”) at the close of business on March 31, 2026 will be entitled to vote at the Annual Meeting.

Very truly yours,

FRANK SORRENTINO III

Chairman of the Board of Directors

If you are participating in the Annual Meeting by webcast, you may vote online during the meeting even if you have already returned your proxy.

Englewood Cliffs, New Jersey

April 9, 2026

Table of Contents

Proxy Statement
About the Annual Meeting	1
Summary of the Proposals	3
Proposal 1: Election of Directors	4
Board Refreshment: Process for Identifying and Evaluating Nominees	4
Board Refreshment-Identification	4
Board Refreshment-Evaluation	5
Board Performance Evaluations	5
Director Criteria/Characteristics	6
Nominees For Director	7
Required Vote	13
Recommendation	13
Information about the Board	14
Security Ownership of Management	14
Board of Directors; Independence; Committees	16
Code of Business Conduct and Ethics	16
Committees	17
Committees of Our Board of Directors	17
Audit and Risk Committee	17
Independence of Audit and Risk Committee Members	17
Audit and Risk Committee Report	18
Compensation Committee	18
Charter	18
Authority, Processes and Procedures	18
Independence of Compensation Committee Members	18
Consultants	19
Nominating Committee Matters	19
Independence of Nominating and Corporate Governance Committee Members	19
Procedures for Considering Nominations Made by Shareholders	19
Third Party Recommendations	20
Compensation Committee Interlocks and Insider Participation	20
Board Leadership; lead Independent Director	20
Majority Vote Requirement	21
Risk Oversight	21
In General	21
Cybersecurity Risk Oversight	21
Stewardship	22
Stewardship and Corporate Citizenship	22
People	23
Corporate Governance	24
Executive Compensation	25
Executive Summary	25

Business Results	25
Compensation Design Principles and Governance Best Practices	27
Executive Compensation Objectives and Policies	28
2025 Executive Compensation Program	29
Peer Group & Competitive Benchmarking	29
Benefits and Other Compensation	33
Roles & Responsibilities	34
Compensation Committee	34
Independent Compensation Consultant	35
Management	35
Additional Information about Our Compensation Practices	35
Anti-Hedging/Pledging Policy	35
Policy on Incentive Compensation Clawback	36
Stock Ownership Guidelines	36
Risk Assessment Review	36
Accounting & Tax Treatment of Compensation	36
Report of the Compensation Committee	37
Summary Compensation Table	38
Time-based Deferred Stock Units Awards	38
Performance Units Awards	39
Post-Termination Benefits	39
Employment Agreements	39
CEO Pay Ratio	42
Grants of Plan-Based Awards	45
Outstanding Equity Awards at Fiscal Year-End	45
Options Exercised and Stock Vested	45
Nonqualified Deferred Compensation	46
Supplemental Executive Retirement Plan	46
Split Dollar Life Insurance Agreement	46
Nonqualified Deferred Compensation	46
Directors Compensation	47
Interest of Management and Others in Certain Transactions; Review, Approval or Ratification of Transactions With Related Persons	47
PROPOSAL 2 EQUITY INCENTIVE PLAN	48
Proposal 3 COMPENSATION	55
Proposal 4 Independent Auditors	56
Principal Accounting Firm Fees	56
Required Vote	56
Recommendation	56
Shareholder Proposals	57
Delinquent Section 16(A) Reports	57
Other Matters	57

Exhibits

Annex A – The ConnectOne Bancorp, Inc. 2026 Equity Incentive Plan


	ii

We are distributing our proxy materials to shareholders via the U.S. Securities and Exchange Commission’s “Notice and Access” rules. We believe this approach allows us to provide shareholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about April 9, 2026, rather than paper copies of the Proxy Statement, the proxy card and our annual report on Form 10-K for the fiscal year ended December 31, 2025. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

iii

This Proxy Statement is being furnished to shareholders of ConnectOne Bancorp, Inc. (the "Company") in connection with the solicitation by the Board of Directors of proxies to be used at the Annual Meeting of Shareholders to be held via webcast at 9:15 a.m. on May 19, 2026. Because the Annual Meeting is virtual via live webcast, shareholders will not be able to attend the Annual Meeting in person but may participate by joining the live webcast. Please go to www.virtualshareholdermeeting.com/CNOB2026 for instructions on how to participate in the Annual meeting.

Any shareholder may participate and listen live to the webcast of the Annual Meeting over the Internet at such site. Shareholders of record as of March 31, 2026 may vote and submit questions either in advance of or while participating in the Annual Meeting via the Internet by using the control number included on the proxy statement or proxy card. The webcast starts at 9:15 a.m. We encourage you to access the meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.

Why have I received these materials?

The accompanying proxy is solicited by the Board of Directors of ConnectOne Bancorp, Inc. (referred to throughout this Proxy Statement as the “Company” or “we”), the holding company for ConnectOne Bank, in connection with our Annual Meeting that will take place virtually on May 19, 2026. You are cordially invited to electronically participate in the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

Who is entitled to vote at the Annual Meeting?

Holders of Common Stock as of the close of business on March 31, 2026, will be entitled to vote at the Annual Meeting. On March 31, 2026, there were outstanding and entitled to vote 50,288,494 shares of Common Stock, each of which is entitled to one vote with respect to each matter to be voted on at the Annual Meeting.

How do I vote my shares at the Annual Meeting?

If you are a “record” shareholder of Common Stock (that is, if you hold Common Stock in your own name as of March 31, 2026 on the Company’s stock records maintained by our transfer agent, Broadridge Financial Solutions, Inc.), you may vote by proxy or online at the Annual Meeting. To vote by proxy, you may use one of the following methods:

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Telephone voting, by dialing the toll-free number and following the instructions on your proxy card;

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Internet voting, by accessing the Internet at the web address stated on the proxy card and following the instructions; or

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Vote by mail, by completing and returning the proxy card in the enclosed envelope. The envelope requires no additional postage if mailed in the United States.

If you hold your shares in “street name”, i.e., through a broker or other custodian, you must follow the voting instructions provided to you by your broker or custodian.

Can I change my vote after I return my proxy card?

Any shareholder of record has the power to revoke their proxy at any time before it is voted. You may revoke your proxy before it is voted at the Annual Meeting by:

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Voting again by telephone or the Internet, or completing a new proxy card with a later date – your latest vote will be counted;

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Filing with the Secretary of the Company written notice of such revocation; or

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Participating in the virtual Annual Meeting and voting online during the meeting.

What constitutes a quorum for purposes of the Annual Meeting?

The presence at the Annual Meeting online or by proxy of the holders of a majority of the voting power of all outstanding shares of Common Stock entitled to vote shall constitute a quorum for the transaction of business. Proxies marked as abstaining (including proxies containing broker non-votes) on any matter to be acted upon by shareholders will be treated as present at the meeting for purposes of determining a quorum but will not be counted as votes cast on such matters.

Why is it important to vote my shares?

If we do not have a quorum present at the Annual Meeting, we will need to adjourn the meeting to solicit additional proxies. This will cause additional expense and delay for the Company.

What vote is required to approve each item?

Pursuant to the New Jersey Business Corporation Act (“NJBCA”), directors are elected by affirmative vote of a plurality of the votes cast. Notwithstanding the foregoing, in accordance with the Company’s Bylaws, each of the Company’s directors has submitted an irrevocable resignation from the Board, which shall become effective in the event such director does not receive at least a majority of the votes cast in any uncontested election. In such an event, the director’s resignation will become effective at the earlier of (i) the selection of a replacement director by the Board of Directors, or (ii) 90 days after certification of such stockholder vote. Accordingly, in the event that a nominee for re-election to the Board receives a plurality of the votes cast, but not a majority, he or she shall be re-elected to the Board under the provisions of the NJBCA, but his or her service shall continue only until such resignation becomes effective. Therefore, as a practical matter, re-election to a new term on the Board requires an affirmative vote of a majority of the votes cast at the Annual Meeting.

The proposal to approve the ConnectOne Bancorp. Inc. 2026 Equity Incentive Plan, the nonbinding resolution with respect to executive compensation, and the proposal for the ratification of the appointment of the independent registered public accountants, all require the affirmative vote of a majority of the votes cast at the Annual Meeting by shares represented online or by proxy.

How does the Board recommend that I vote my shares?

Unless you give other instructions on your proxy card, the persons named as proxies on the card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the Board recommends a vote:

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FOR the directors’ nominees to the Board of Directors;

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FOR the ConnectOne Bancorp, Inc. Equity Incentive Plan;

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FOR approval of the non-binding resolution with respect to executive compensation;

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FOR ratification of the appointment of Crowe LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026.

With respect to any other matters that properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion in the best interests of the Company. On the date this Proxy Statement went to print, the Board of Directors had no knowledge of any business other than that described in this proxy statement that would be presented for consideration at the Annual Meeting.

Who will bear the expense of soliciting proxies?

The Company will bear the cost of soliciting proxies. In addition to the solicitation by mail, proxies may be solicited personally or by telephone, facsimile or electronic transmission by our employees. In addition, we have retained Laurel Hill Advisory Group, LLC at an estimated cost of $7,000 plus reimbursement of out-of-pocket expenses, including per call fees for each call made, to assist in the solicitation of proxies. We also have agreed to indemnify Laurel Hill Advisory Group, LLC against certain liabilities in connection with this proxy solicitation.

The Certificate and By-Laws of the Company provide that the number of Directors shall not be less than five or more than 25 and permit the exact number to be determined from time to time by the Board of Directors.

Our fifteen continuing directors have a diversity of experience and backgrounds, including significant and varied operational, financial, risk, technology, compensation and human resources, management, corporate governance, leadership and other experience. Over the past several years, we have enhanced the industry and Company-specific knowledge of our Board of Directors with fresh perspectives brought by individuals added to our board of directors. We believe that our directors are active and engaged and have the skills necessary to guide the Company as it grows, as our business strategy and the banking industry around us continue to evolve and as the financial services sector becomes ever more competitive.

The Board continually seeks to refresh and improve its composition and has added new directors both as a result of the acquisition of other insured institutions and through searches when it was determined that different skill sets or points of view were needed for the Board. Pursuant to the Nominating and Corporate Governance Committee Charter as approved by the Board, the Nominating and Corporate Governance (the “NCG”) Committee is charged with the central role in the process relating to director nominations, including identifying, interviewing and selecting individuals who may be nominated for election to the Board of Directors. As part of the Board’s commitment to refreshment, a mandatory retirement age of 75 for directors has been adopted.

We have had 9 new members join our Board of Directors since 2018, including Messrs. Becker, Haye and Quick, who joined our Board in June of 2025 as a result of our merger with the First of Long Island Corporation. The process the NCG Committee follows when it identifies and evaluates individuals to be nominated for election to the Board of Directors is as follows:

Candidates to serve on the Board will be identified from all available sources, including recommendations made by shareholders. The NCG Committee’s charter provides that there will be no difference in the manner in which the NCG Committee evaluates nominees recommended by shareholders and nominees recommended by the NCG Committee or management, except that no specific process shall be mandated with respect to the nomination of any individuals who have previously served on the Board. The evaluation process for individuals other than existing board members will include:

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A review of the information provided to the NCG Committee by the proponent of the candidate;

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If requested, a review of reference letters from at least two sources determined to be reputable by the NCG Committee; and

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An interview with the candidate, together with a review of such other information as the NCG Committee shall determine to be relevant.

The NCG Committee, in evaluating potential director candidates, conducts a check of the individual’s background, interviews the candidate, and determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the selection criteria set forth herein.

The biography of each of the nominees below contains information regarding the person’s tenure as a director, business experience, other director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the NCG Committee and the Board to determine that the person should serve as a director for the Company. The Board of Directors has determined that the Board as a whole must have the right mix of characteristics and skills for the optimal functioning of the Board in its oversight of the Company. The Company considers the following requirements for each of its members of the Board:

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Experience: Current and past work and Board experience; knowledge of the banking industry and financial services companies; familiarity with the operations of public companies; and business and management experience and acumen.

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Personal characteristics: Ability to work collaboratively with management and as a member of the Board; ability to think strategically and develop a strategic vision or central idea for the Company; familiarity with and participation in the local businesses and the communities served by the Bank; integrity, accountability and independence.

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Director commitment: Time and effort available to devote to being a director; awareness and ongoing education; attendance at Board and committee meetings and other Company functions; other board commitments; stock ownership; changes in professional responsibilities; and length of service.

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Team and Company considerations: Balancing director contributions; diversity of skills and viewpoints; and financial condition.

The NCG Committee and the Board both believe that an effective director evaluation process enables it to gain insights into the effectiveness of the Board, its committees and its individual members, with the goal of continually enhancing Board performance. In this regard, each year the Board, through the NCG Committee, conducts an evaluation of the performance, effectiveness, and fulfillment of fiduciary duties of the Board as a whole, and of the performance of each member of the Board. The Board evaluation process generally comprises:

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An annual, overall board evaluation;

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An annual, individual director evaluation; and

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A background and skills matrix questionnaire.

The evaluation is accomplished through completion of a written questionnaire by each director. The responses are provided to the NCG Committee, on an anonymous basis, and then shared with the full Board, also on an anonymous basis.

The Board adopted a skills matrix that represents certain skills that the Board identified as particularly valuable to the effective oversight of the Company and execution of its business. The following matrix shows those skills and the number of current directors and Board nominees having each skill, highlighting the diversity of skills currently on the Board, and the table below shows the length of tenure of our current Board members.

	Leadership & Strategy	Finance & Capital	Risk & Governance	Operations & Talent	Business & Market Knowledge	Government Relations	Non-Financial Regulated Industry Experience
Frank Sorrentino III	√	√	√		√
Elizabeth Magennis	√	√	√	√	√
Frank W. Baier	√	√	√
Stephen T. Boswell	√	√		√	√
Frank Huttle III		√	√			√
Michael W. Kempner	√			√	√
Nicholas Minoia	√	√
Anson M. Moise, MD					√		√
Katherin Nukk-Freeman			√	√	√	√
Susan O’Donnell		√	√	√	√
Daniel E. Rifkin	√	√	√
Mark J. Sokolich					√	√
Christopher Becker	√	√	√	√	√
Edward J. Haye			√			√	√
Peter Quick		√	√

*Director Tenure
Less than 8 years	8
8 - 15 Years	6
More than 15 years	1

*Does not include prior service as a director of an acquired financial institution.

Although we have not adopted a formal policy on diversity, the Board looks to promote diversity of thought, experience and perspective when selecting candidates for Board service. When the Board determines there is a need to fill a director position, we begin to identify qualified individuals for consideration. We seek individuals that possess skill sets that a prospective director will be required to draw upon in order to contribute to the Board, including professional experience, education, and market knowledge. While education and skills are important factors, we also consider how candidates will contribute to the overall balance of the Board, so that we will benefit from directors with different perspectives, varying viewpoints and wide-ranging backgrounds and experiences. We view and define diversity in its broadest sense, which includes education, experience and leadership qualities.

For 2025, there are fifteen (15) nominees for Director. There are no arrangements or understandings between any director, or nominee for directorship, pursuant to which such director or nominee was selected as a director or nominee.

The Board of Directors of the Company has nominated for election to the Board of Directors the persons named below, each of whom currently serves as a member of the Board. If elected, each nominee will serve until the 2027 Annual Meeting of Shareholders, and until his or her replacement has been duly elected and qualified. The Board of Directors has no reason to believe that any of the nominees will be unavailable to serve if elected.

The following table sets forth the names, ages, principal occupations, and business experience for all nominees, as well as their prior service on the Board, if any. Unless otherwise indicated, principal occupations shown for each Director have extended for five or more years.

The biography of each nominee is set out below and contains information regarding the nominee’s tenure as a director, his or her age, business experience for at least the last five years, other public company directorships held during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should be nominated to serve as a director. Unless otherwise indicated below, each director nominee has served in his or her current position for at least five years.

AGE: 64

DIRECTOR SINCE: 2014

POSITION: Chairman of the Board &

Chief Executive Officer of ConnectOne

Bancorp and ConnectOne Bank

Frank Sorrentino III

Mr. Sorrentino became Chairman and Chief Executive Officer of the Company commencing as of the closing of the Merger with the former ConnectOne Bancorp, Inc. (“Legacy ConnectOne”) on July 1, 2014 (the “Merger”). Prior to this, Mr. Sorrentino served as Chairman and Chief Executive Officer of Legacy ConnectOne and ConnectOne Bank. Prior to becoming Chairman and Chief Executive Officer of Legacy ConnectOne and ConnectOne Bank, Mr. Sorrentino was a founding organizer of ConnectOne Bank and a builder and construction manager in Bergen County, New Jersey. Through his business contacts in our market, Mr. Sorrentino has been able to bring clients and investors to the Company, and his real estate experience in our market is of great value to the Board. In addition, as the Company’s senior executive officer, his insight on the Company’s operations is invaluable to the Board.

AGE:60

DIRECTOR SINCE: 2014

POSITION: Retired; Formerly Senior

Advisor to Continental Grain Company, a diversified operating and investment

company; Formerly Executive Vice

President and

Chief Financial Officer of Continental

Grain Company.

Frank Baier

Mr. Baier served as a senior advisor to Continental Grain Company, a diversified operating and investment company, until his retirement in December, 2025. Previously he was Executive Vice President and Chief Financial Officer of Continental Grain Company from 2012 to 2025. Mr. Baier has held senior financial executive roles at a variety of companies including Capital Access Network, Inc., Independence Community Bank, and ContiFinancial Corporation. He was also a consultant for Meridian Capital Group, LLC, and a partner at Columbia Financial Partners. Mr. Baier has an extensive background in finance. Mr. Baier’s extensive background and understanding of finance proves invaluable to the Board.

AGE:60

DIRECTOR SINCE: 2025

POSITION: Retired; Formerly President and

Chief Executive Officer of The First of Long

Island Corporation and its subsidiary bank,

The First National Bank of Long Island

Christopher Becker

Mr. Becker currently serves as our Vice Chairman. Mr. Becker was Director, President and Chief Executive Officer of The First of Long Island Corporation (FLIC) and its banking subsidiary, The First National Bank of Long Island (FNBLI) prior to the merger. Mr. Becker previously served as Chief Risk Officer of FLIC and FNBLI. He has over 35 years of experience in the banking industry. His experience includes serving as Chief Operating Officer and Chief Financial Officer of one Long Island, New York based bank, and Chief Financial Officer of a second Long Island, New York based bank. He also served as Director, President and Chief Executive Officer of a national bank in organization. Both his prior banking experience and ability to assist with the retention of FNBLI clients led our Board to conclude that Mr. Becker should join the Board and become Vice Chairman.

AGE:72

DIRECTOR SINCE: 2014

POSITION: Vice Chairman of the Board at

Boswell Engineering, Inc.

Stephen T. Boswell

Mr. Boswell is a founding organizer of the Bank. His firm, Boswell Engineering, Inc., where he currently serves as Vice Chairman of the Board and formerly served as the President and Chief Executive Officer from 1990-2023, is involved in many projects in our market. Through his business activities, Mr. Boswell has a strong sense of business conditions in our market that is invaluable to the Board.

AGE:66

DIRECTOR SINCE: 2025

POSITION: Retired; formerly Partner at

Cullen and Dykman LLP.

Edward J. Haye

Mr. Haye has over 39 years of experience working for regulated companies and for law firms serving various regulated industries and government agencies. Mr. Haye formerly served as Chief Regulatory Counsel for American Water Works Company, Inc., the largest publicly traded water and wastewater utility company in the United States. Mr. Haye’s leadership responsibilities have included corporate governance, contract administration, affiliate transactions, intellectual property and labor and employment law. He currently serves or has served on the boards of various not-for-profit and community organizations. Mr. Haye’s experience in corporate governance, strategic planning, business leadership, corporate responsibility, legal and regulatory, real estate, and marketing and public relations led the Board to conclude that Mr. Haye should serve on the Board.

AGE:72

DIRECTOR SINCE: 2014

POSITION: Partner at Pashman Stein

Walder Hayden P.C.

Frank Huttle III

Mr. Huttle is a founding organizer of the Bank. Mr. Huttle is a partner at the law firm of Pashman Stein Walder Hayden P.C. Mr. Huttle also served as the Mayor of the City of Englewood, New Jersey until December 31, 2018. Prior to entering his legal practice in 1988, he was a Partner with Touche Ross & Co. Mr. Huttle also served as President of Hudson Capital Properties, a real estate management and investment company, and as Executive Vice President and General Counsel of Hudson Media Inc., a diversified magazine service and holding company. Mr. Huttle’s extensive experience in the insurance, mortgage banking and real estate industries provides valuable insight to the Board.

AGE:68

DIRECTOR SINCE: 2014

POSITION: President & Chief Executive

Officer, MWWPR

Michael Kempner

Mr. Kempner is a founding organizer of the Bank. He has over 30 years of public relations and marketing experience and has served as President and Chief Executive Officer for MWWPR since 1985. His experience as the head of a locally based media company has proved invaluable to the Board.

AGE: 57

DIRECTOR SINCE: 2023

POSITION: President of ConnectOne Bank

Elizabeth Magennis

Ms. Magennis became President of the Bank in December of 2020, having previously served as the Bank’s Executive Vice President and Chief Lending Officer beginning in September of 2006, including service to Legacy ConnectOne prior to the Merger. Ms. Magennis also serves as a member of the Board of the Bank. As President of the Bank, Ms. Magennis provides extensive leadership and managerial experience to the Board, and her insight into the Bank’s operations is critical to the Board.

AGE:70

DIRECTOR SINCE: 2009

POSITION: Managing Partner of Diversified

Properties

Nicholas Minoia

Nicholas Minoia is the Founding and Managing Partner of Diversified Properties. Founded in 2000, Mr. Minoia’s leadership has helped Diversified Properties and affiliated entities successfully create dozens of multifamily communities comprising over 10,000 units across NJ, NY, PA, MD and CT and manage an existing portfolio and development pipeline spanning several thousand residential units across multiple properties in three different states. Mr. Minoia’s experience as a principal of a full-service real estate group and his knowledge about the real estate market led the Board to conclude that Mr. Minoia should serve as a director.

AGE: 46

DIRECTOR SINCE: 2021

POSITION: Attending Physician, Englewood

Hospital Medical Center

Anson M. Moise

Dr. Moise is a physician, graduating from Cornell Medical College and board certified in both anesthesiology and pain management. Dr. Moise currently serves as a member of the Governing Board of the Health East Ambulatory Surgical Center and as an attending physician at several area hospitals. He also serves as the Chairman of YourDrs Inc., a telemedicine software company, and an owner of Health East Medical Alliance. He previously served as the Medical Director, Pain Specialists of New York & New Jersey. He is the co-founder of a substance abuse clinic, which helps those addicted to opioids and other illicit drugs. Dr. Moise is a long-time resident of our Bergen County market area, and is deeply committed to the community through his medical practice and affiliations with medical organizations and associations. In addition, his viewpoints and experiences will help the Board better ensure that the Company serves all communities in its trade area. These factors led the Nominating and Corporate Governance Committee to conclude that Dr. Moise would make a valuable contribution to the Board.

AGE: 57

DIRECTOR SINCE: 2018

POSITION: Co-founder of Nukk-Freeman &

Cerra PC

Katherin Nukk-Freeman

Ms. Nukk-Freeman is the co-founder of Nukk-Freeman & Cerra, P.C. a labor and employment law firm located in New York and New Jersey, as well as the co-founder of SHIFT HR Compliance Training. She has also served on the Board of Directors of the New York Society of Security Analysts (2010-2016), the Advisory Board of the Healthcare Businesswomen’s Association (2009 – 2019), as General Counsel to The Healthcare Marketing & Communications Council (2005 – 2009), on the Board of Trustees, Susan G. Komen Breast Cancer Foundation, Human Resources Committee (2004 – 2010), the Board of Trustees, The New Jersey Symphony Orchestra; Human Resources Committee (1999-2008) and the Board of Directors of the Commerce and Industry Association of New Jersey (2013 – 2016). Ms. Nukk-Freeman’s expertise in employment law, and best business practices in Human Resources and Diversity, Equity and Inclusion, coupled with her entrepreneurial undertakings, provides the Board with a unique and invaluable perspective.

AGE: 62

DIRECTOR SINCE: 2024

POSITION: Retired; Formerly Partner of

Meridian Compensation Partners LLC

Susan O’Donnell

Ms. O’Donnell has over 30 years’ experience as an executive and board compensation and governance expert, with the last 20 dedicated to serving the banking industry. Ms. O’Donnell was a Partner at Meridian Compensation Partners, LLC where she retired in 2023 after 10 years. She also led Pearl Meyer & Partners’ banking industry practice for 10 years. She has significant experience in the banking industry and served as a regular speaker and educator at association meetings and conferences. Susan’s expertise includes public company compensation and governance practices, shareholder engagement, investor/SEC perspectives and talent/human resources matters. Her board compensation and corporate governance experience and point of view make her a valuable addition to the Board.

AGE:70

DIRECTOR SINCE: 2025

POSITION: Retired; Formerly President of

the American Stock Exchange

Peter Quick

Mr. Quick has over 30 years of experience in the securities and financial services industries. Mr. Quick is a retired Partner of Burke and Quick Partners Holdings LLP, the parent company of Burke & Quick Partners LLC, a broker dealer. Mr. Quick was President of the American Stock Exchange from 2000 to 2005. Prior to joining the American Stock Exchange, he served as President of Quick & Reilly Inc., a Quick & Reilly subsidiary and a national discount brokerage firm. Mr. Quick’s experience in corporate governance, banking, strategic planning, business leadership, corporate responsibility, accounting and reporting, finance and investments, technology and cybersecurity, mergers and acquisitions, legal and regulatory, and real estate provide an important perspective to the Board.

AGE: 55

DIRECTOR SINCE: 2019

POSITION: Managing Partner of Rifkin &

Company, LLP

Daniel Rifkin

Mr. Rifkin has been a certified public accountant since 1993 and, since 1999, has served as the Managing Partner of Rifkin & Company, LLP. Mr. Rifkin provides accounting services to both business enterprises and individuals, including tax planning, tax preparation, compilations, audits, and reviews. In addition, he serves as the President of Payserv Corporation, a payroll processing and human resource management company. Mr. Rifkin is a member of the American Institute of CPAs and the New York State Society of CPAs. Mr. Rifkin also serves as a trustee of Hackley School in Tarrytown, NY and St. Thomas Aquinas College in Sparkill, NY. Mr. Rifkin joined the Board of Directors in connection with the acquisition by the Company of Greater Hudson Bank, effective as of January 2, 2019. During his tenure at Greater Hudson Bank, he served as Vice Chairman from 2008 until its acquisition, and as Audit Committee Chairman for approximately five years. Mr. Rifkin’s expertise in accounting matters, and as the proprietor of locally owned businesses, provides him with a unique perspective valuable to the Company’s Board,

AGE: 62

DIRECTOR SINCE: 2020

POSITION: Mayor of Fort Lee, New Jersey

Mark Sokolich

Mr. Sokolich is an attorney and the Managing Partner of the Law Office of Mark J. Sokolich, a real estate, zoning and commercial law firm in Fort Lee, New Jersey, which he co-founded. Mr. Sokolich has been the Mayor of Fort Lee since 2008 and formerly served on the Fort Lee City Council for two years. Mr. Sokolich’s experience as a Mayor with expertise in municipal, redevelopment and real estate law would enable him to provide a dynamic and valuable perspective to the Board. Mr. Sokolich joined the Board of Directors in connection with the acquisition by the Company of Bank of New Jersey, effective as of January 2, 2020.

No Director of the Company is also currently a director of a company having a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or subject to the requirements of Section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

The Company encourages all directors to attend the Company’s annual meeting. Each member of the Company’s Board of Directors participated in the Company’s 2025 virtual Annual Meeting of Shareholders.

IN ORDER TO BE ELECTED TO A FULL TERM ON THE BOARD OF DIRECTORS, DIRECTORS MUST RECEIVE THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES VOTING AT THE ANNUAL MEETING. SEE “WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?” ABOVE.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE NOMINEES SET FORTH ABOVE.

The following table sets forth information as of March 31, 2026 regarding common stock and other equity securities of the Company beneficially owned by all Directors, executive officers described in the compensation table, and by all Directors, nominees to the Board and executive officers as a group, and by shareholders known to the Company to own at least 5% of the Company’s issued and outstanding shares of common stock. Beneficial ownership includes shares, if any, held in the name of the spouse, minor children or other relatives of the nominee living in such person’s home, as well as shares, if any, held in the name of another person under an arrangement whereby the Director or executive officer can vest title in himself at once or within sixty (60) days. Beneficially owned shares also include shares over which the named person has sole or shared voting or investment power, shares owned by corporations controlled by the named person, and shares owned by a partnership in which the named person is a partner.

	Shares of
	Common Stock	Percentage
Directors and Nominees
Frank Sorrentino III	819,555 ⁽¹⁾	1.63	%
Frank Baier	107,714	0.21
Christopher Becker	57,240⁽²⁾	0.11
Stephen T. Boswell	353,143⁽³⁾	0.70
Edward J. Haye	14,232	0.03
Frank Huttle III	174,221⁽⁴⁾	0.35
Michael Kempner	216,447⁽⁵⁾	0.43
Elizabeth Magennis	122,458	0.24
Nicholas Minoia	69,760⁽⁶⁾	0.14
Anson Moise	13,611	0.03
Katherin Nukk-Freeman	25,042⁽⁷⁾	0.05
Peter Quick	38,627⁽⁸⁾	0.08
Daniel Rifkin	221,109⁽⁹⁾	0.44
Mark Sokolich	111,401	0.22
Susan O’Donell	8,553	0.02

Executive Officers Who Are Not Directors or Nominees
William S. Burns	117,781	0.23
Laura Criscione	98,722⁽¹⁰⁾	0.20
Joseph Javitz	13,327	0.03

Directors and Executive Officers As a Group (15 persons)	2,639,414	5.24

5% Shareholders
Black Rock	4,953,097⁽¹¹⁾	9.85
FMR LLC	3,170,841⁽¹²⁾	6.31
Dimensional Fund Advisers LP	2,924,756⁽¹³⁾	5.82
The Vanguard Group, Inc.	2,914,268⁽¹⁴⁾	5.80
Wellington Management Company, LLP	2,882,584⁽¹⁵⁾	5.73

⁽¹⁾

Includes 46,925 shares held in the name of Morgan Stanley f/b/o Frank Sorrentino III, IRA, 263,773 shares held in a trust for which Mr. Sorrentino’s spouse serves as trustee, and 416 shares held by Mr. Sorrentino’s spouse in her IRA Account.

⁽²⁾

Includes 3,408 shares held in Mr. Becker’s IRA

⁽³⁾

Includes 272,563 shares held by an irrevocable trust for benefit of Mr. Boswell (of which the reporting person's spouse, adult daughter and unrelated third person are trustees), and to which Mr. Boswell has no economic interest.

⁽⁴⁾

Includes (i) 37,666 shares held in the name of Morgan Stanley f/b/o Frank Huttle III, IRA, and (ii) 78,724 shares held in the name of Mr. Huttle’s spouse, (v) 6,500 shares held by an LLC in which spouse is a member.

⁽⁵⁾

Includes 196,005 common shares pledged as collateral for a loan.

⁽⁶⁾

Includes 1,056 shares owned jointly an unaffiliated third-party.

⁽⁷⁾

Includes (i) 2,500 shares held jointly with spouse and (ii) 2,431 shares held by Ms. Nukk-Freeman's spouse in his IRA Account.

⁽⁸⁾

Includes 7,762 shares held by a limited liability company controlled by Mr. Quick and 258 shares held in a trust.

⁽⁹⁾

Includes (i) 16,194 shares held in the name of Charles Schwab f/b/o Daniel Rifkin IRA, (ii) 155,000 shares held by a trust for the benefit of Mr. Rifkin’s spouse, for which he serves as trustee, and (iii) 16,856 shares held in the name of Charles Schwab f/b/o Sheila Rifkin IRA.

⁽¹⁰⁾

Includes 780 shares held as custodian for Ms. Criscione’s daughter

⁽¹¹⁾

All information regarding the number of shares beneficially owned and the percent of ownership by BlackRock, Inc., was obtained from the 13F filed with the U.S. Securities and Exchange Commission on January 31, 2026. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

⁽¹²⁾

All information regarding the number of shares beneficially owned and the percent of ownership by FMR LLC, was obtained from the 13F filed with the U.S. Securities and Exchange Commission on September 30, 2025. The address of Dimensional Fund Advisors, LP is 245 Summer Street, Boston, Massachusetts 02210.

⁽¹³⁾

All information regarding the number of shares beneficially owned and the percent of ownership by Dimensional Fund Advisors, LP, was obtained from the 13F filed with the U.S. Securities and Exchange Commission on December 31, 2025. The address of Dimensional Fund Advisors, LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746.

⁽¹⁴⁾

All information regarding the number of shares beneficially owned and the percent of ownership by The Vanguard Group, Inc. was obtained from the 13F filed with the U.S. Securities and Exchange Commission on December 31, 2025. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

⁽¹⁵⁾

All information regarding the number of shares beneficially owned and the percentage of ownership by Wellinton Management Company, LLP was obtained from the 13F filed with the U.S. Securities and Exchange Commission on September 30, 2025. The address of Wellington Management Company, LLP is 280 Congress Street, Boston, MA 02210.

There are no shareholders other than those set forth above who are known to the Company to beneficially own 5% or more of the Common Stock of the Company.

The Company considers it inappropriate for any director or officer to enter into speculative transactions in the Company’s securities to attempt to separate the economic risk of holding the Company’s securities from the ownership of the securities. The Company has adopted a Policy Regarding Insider Trading, which is filed as an exhibit to our Annual Report on Form 10-K, that governs the purchase, sale, and other dispositions of the Company securities by directors, officers and employees and that is designed to promote compliance with insider trading laws, rules and regulations and the Nasdaq exchange listing standards. The Company’s insider trading policy therefore prohibits the purchase or sale of puts, calls, options, or other derivative securities based on the Company’s securities. This prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership. In addition, the policy prohibits directors and executive officers from pledging Company securities, either as collateral for a loan or otherwise. However, outstanding pledges as of the time the policy was amended to prohibit pledging on November 23, 2021 were grandfathered and may remain in place. The prohibitions also do not apply to a broker-assisted cashless exercise of stock options granted as part of a Company incentive plan.

The Board of Directors held a total of eleven (11) meetings in the year ended December 31, 2025. The Company’s policy is that all Directors make every effort to attend each meeting. For the year ended December 31, 2025, each of the Company’s Directors attended at least 75% of the aggregate number of meetings of the Board of Directors and Board committees on which the respective Directors served.

A majority of the Board consists of individuals who are “independent” under the NASDAQ listing standards. In making this determination the Board has considered the following:

●

The Company and the Bank have used Mr. Kempner’s firm, MWW Group, to provide advertising and public relations assistance and advice. The Board considered, among other factors, the fees paid to MWW Group as a percentage of the firm’s total revenue (less than 1%) and Mr. Kempner’s personal income and determined that the engagement of MWW Group did not interfere with Mr. Kempner’s exercise of independent judgment in carrying out the responsibilities of a director.

●

Several directors, including Messrs. Boswell, Huttle, and Kempner, each own a direct or indirect interest in a limited liability company which acts as a landlord for one of the Bank’s branches, See – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The Board has further considered the fact that (i) Director Minoia owns an interest in an entity which owns the Bank’s Summit branch, and (ii) Director Rifkin owns an interest in (x) an entity which owns the Bank’s Bardonia, New York branch, and (y) an entity which owns the Bank’s former Blauvelt, New York branch. The Board has concluded that based on their interest in the rental payments compared to their overall net worth and cash, membership in such limited liability companies does not interfere with their exercise of independent judgment in carrying out the responsibilities of a director.

Mr. Sorrentino, who serves as the Chairman and Chief Executive Officer, and Ms. Magennis, who serves as Bank President, are not independent. Shareholders wishing to communicate directly with the independent members of the Board of Directors may send correspondence to:

ConnectOne Bancorp, Inc.,

ATTN: Stephen T. Boswell, Lead Independent Director

301 Sylvan Avenue

Englewood Cliffs, New Jersey 07632

The Company periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, reports results with accuracy and transparency, and maintains full compliance with the laws, rules and regulations that govern the Company’s operations. As part of this periodic corporate governance review, the Board of Directors reviews and adopts corporate governance policies and best practices for the Company. The board has formally adopted corporate governance guidelines and they are available at https://ir.connectonebank.com/.

The Board of Directors has adopted a Code of Ethics governing our Chief Executive Officer and senior financial and accounting officers, as required by the Sarbanes-Oxley Act and SEC regulations, as well as the Board of Directors and other senior members of management. Our Code of Ethics governs such matters as conflicts of interest, use of corporate opportunity, confidentiality, compliance with law and the like. Our Code of Ethics is available on our website at https://www.connectonebank.com/ under “About”, then “Shareholders”, then “Documents and Notifications.”

Our Board of Directors frequently conducts business through committees. Our most significant committees are the Audit Committee, the Risk Committee, the Nominating and Corporate Governance Committee and the Compensation Committee. The table below sets forth the membership of these committees during 2025:

Audit Committee	Risk Committee	Nominating and Corporate Governance Committee	Compensation Committee
Frank Baier (Chairman)	Christopher Becker (Chairman)	Frank Huttle III (Chairman)	Stephen T. Boswell (Chairman)
Stephen T. Boswell	Frank Baier	Nicholas Minoia	Katherin Nukk-Freeman
Frank Huttle III	Edward Haye	Katherin Nukk-Freeman	Susan O’Donnell
Nicholas Minoia	Frank Huttle	Anson Moise
Daniel Rifkin	Mark Sokolich	Susan O’Donnell

We maintain an Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee is responsible for the selection of the independent registered public accounting firm for the annual audit and to establish, and oversee the adherence to, a system of internal controls. The Audit Committee reviews and accepts the reports of our independent auditors and regulatory examiners. The Audit Committee arranges for an annual audit through its registered independent public accounting firm, evaluates and implements the recommendations of the auditors as well as interim audits performed by our outsourced internal auditors, receives all reports of examination by bank regulatory agencies, analyzes such regulatory reports, and reports to the Board the results of its analysis of the regulatory reports. The Audit Committee met six (6) times during 2025. The Board of Directors has adopted a written charter for the Audit Committee which is available on our website at https://www.connectonebank.com. The Board has determined that Frank W. Baier, the Chairman of the Audit and Risk Committee, qualifies as an “audit committee financial expert” under the Rules and Regulations of the Securities and Exchange Commission.

All members of the Audit Committee are “independent” under the NASDAQ listing standards, meet the independence standards of the Sarbanes-Oxley Act for service on an audit committee, and are financially literate and can read and understand financial statements, as required by the Audit Committee charter.

The Audit Committee meets periodically to consider the adequacy of the Company’s financial controls and the objectivity of its financial reporting. The Audit Committee meets with the Company’s independent auditors and the Company’s internal auditors, and the Company’s Chief Internal Auditor, all of whom have unrestricted access to the Audit Committee.

In connection with this year’s financial statements, the Audit Committee has reviewed and discussed the Company’s audited financial statements with the Company’s officers and Crowe LLP, our independent auditors. The Audit Committee has discussed with Crowe LLP, the matters required to be discussed by Statement on Auditing Standards No. 61, (“Communication with Audit Committees”). We also have received the written disclosures and letters from Crowe LLP required by Independence Standards Board Standard No. 1 (“Independence Discussions with Audit Committees”) and have discussed with representatives of Crowe LLP their independence.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year 2025 for filing with the U.S. Securities and Exchange Commission.

The board maintains a Risk Committee to assist the Board of Directors in identifying, evaluating and establishing policies for management to utilize in managing the risk profile inherent in, and associated with, the Company’s strategy and business plans and in its oversight of the Company’s enterprise risk management framework, including the Company’s risk appetite statement, risk tolerance levels and limits. During 2025, our Risk Committee consisted of Christopher Becker, Stephen T. Boswell, Edward J. Haye, Frank Huttle, and Mark Sokolich. The Board has defined the duties of the Risk Committee in its written charter. A copy of the current Risk Committee charter is available on the Company’s website at https://www.connectonebank.com/ under “For Shareholders” and then under “Documents and Notifications.”

The board maintains a Compensation Committee to oversee executive compensation for the Company. During 2025, our Compensation Committee consisted of Stephen T. Boswell, Katherin Nukk-Freeman, and Susan O’Donnell. The Board has defined the duties of its Compensation Committee in a charter. A copy of the current Compensation Committee charter is available on the Company’s website at https://www.connectonebank.com/ under “For Shareholders” and then under “Documents and Notifications.”

The Compensation Committee is responsible for administering the Company’s equity compensation plans, for establishing the compensation of the Company’s “Senior Executive Officers” (which include the Company’s CEO, Bank President, Chief Financial Officer and each employee with a title of Executive Vice President or more senior) and for the Board of Directors. The Compensation Committee also establishes policies and monitors compensation for the Company’s employees in general. While the Compensation Committee may, and does in fact, delegate authority with respect to the compensation of employees in general, the Compensation Committee retains overall supervisory responsibility for employee compensation. With respect to executive compensation, the Compensation Committee receives recommendations and information from senior staff members, as well as outside compensation consultants, regarding issues relevant to determinations made by the Compensation Committee. Mr. Sorrentino participates in Committee deliberations regarding the compensation of other executive officers but does not participate in deliberations regarding his own compensation.

The Committee is comprised solely of independent directors.

The Compensation Committee recognizes that it is essential to receive objective advice from an outside compensation consultant. Currently, the Compensation Committee utilizes Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian reports directly to the Compensation Committee and attends meetings as requested. The Compensation Committee has assessed Meridian’s independence relative to the NASDAQ listing rules and determined that there are no conflicts of interest. The Compensation Committee also closely examines the safeguards and steps Meridian takes to ensure that its executive compensation consulting services are objective. The Compensation Committee takes into consideration that:

●

the Compensation Committee directly hired and has the authority to terminate Meridian’s engagement;

●

the Compensation Committee solely determined the terms and conditions of Meridian’s engagement, including the fees charged;

●

Meridian and its consultants have direct access to members of the Compensation Committee during and between meetings;

●

Meridian does not provide any other services to the Company, the Bank, its directors or executives; and

●

interactions between Meridian and its consultants and management generally are limited to discussions on behalf of the Compensation Committee and information presented to the Compensation Committee for approval.

The board maintains a Nominating and Corporate Governance Committee. During 2025 the member of the Committee were Frank Huttle III, Nicholas Minoia, Anson Moise, Katherine Nukk- Freeman and Susan O’Donnell.

All members of the Nominating and Corporate Governance Committee of the Board have been determined to be “independent directors” pursuant to the definition contained in NASDAQ Rule 5605.

The Nominating and Corporate Governance Committee charter describes procedures for nominations to be submitted by shareholders and other third-parties, other than for candidates who have previously served on the Board or who are recommended by the Board. The Company’s bylaws state that a nomination must be delivered to the Company’s Corporate Secretary at the principal executive offices of the Company not later than the close of business on the 50^th day or no earlier than the close of business on the 75^th day prior to the anniversary of the preceding year’s annual meeting; provided, however, that if less than 60 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10^th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a notice as described above. The bylaws require a nomination notice to set forth as to each person whom the proponent proposes to nominate for election as a director: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director it elected), and (b) information that will enable the Nominating Committee to determine whether the candidate or candidates satisfy the criteria established pursuant to the charter for director candidates.

In connection with the 2025 annual meeting, the Nominating and Corporate Governance Committee did not receive any nominations from any shareholder or group of shareholders that owned more than 5% of common stock for at least one year.

There are no compensation committee “interlocks,” which generally means that no executive officer of the Company or the Bank served as a director or member of the compensation committee of another entity, one of whose executive officers serves as a director or member of the Compensation Committee of the Company.

Frank Sorrentino III, the Company’s President and CEO, also serves as Chairman. The Board believes that the combination of these two roles at this time provides the benefit of more consistent communication and coordination throughout the organization. This, in turn, will result in a more effective and efficient implementation of corporate strategy and is important in unifying the Company’s strategy behind a single vision.

Our Board has also appointed Mr. Stephen T. Boswell, an independent director, to serve as Lead Independent Director of the Board. As Lead Independent Director, Mr. Boswell is charged with presiding over all Board meetings when the Chairman is not present and presides over meetings of the non-management directors held in executive session. The Lead Independent Director has the responsibility of meeting and consulting with the Chairman and Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and Chief Executive and advising him on the efficiency of the Board meetings, and facilitating teamwork and communication between the non-management directors and management.

Although the NJBCA provides that elections to the Board of Directors are approved under a plurality voting standard, the Company’s has adopted a “majority voting” standard in uncontested elections in its bylaws. Pursuant thereto, each director has delivered to the Board an irrevocable resignation, which shall become effective in the event that, in an uncontested election, such director receives fewer “for” votes than “against” or “withhold” votes. Such resignation shall become effective upon (i) the selection of a replacement director, or (ii) 90 days after certification of such stockholder vote. The Board believes that this strategy best places ultimate authority of Board composition in the hands of the Company’s shareholders.

Risk is an inherent part of the business of banking. Financial risks faced by the Bank include credit risk relating to its loans liquidity risk and interest rate risk as it pertains to its entire balance sheet. The Bank is also exposed to non-financial risks relating to its operations, personnel, and regulatory environment, as well as extraneous risks surrounding regional and global socioeconomic conditions. The Board of Directors oversees these risks through the adoption of policies and by delegating oversight to certain committees, such as the Risk Committee, which was formed in 2025 as a separate committee and which is charged with the responsibility to oversee and manage the risk profile of the Bank, and through our Chief Risk Officer. This is accomplished through risk assessments, periodic committee meetings, and reporting from risk owners and control functions. Other committees focus on risks arising from specific Company activities, including the Loan and Asset/Liability Committees of the Bank. These committees exercise oversight by establishing a corporate environment that promotes timely and effective disclosure, fiscal accountability and compliance with all applicable laws and regulations.

Cybersecurity risk is initially overseen at ConnectOne by the management IT Committee (the “ITC”). The members of this committee include, as chair, the Chief Compliance Officer. Additional members are our Information Security Officer, Chief Risk Officer, Chairman & Chief Executive Officer, Chief Digital Officer and Chief Brand and Innovation Officer.

In order to ensure that cybersecurity risk management is integrated into the Company’s overall risk management plans, systems and processes, members of the ITC, along with other lines of business heads, report to the management Enterprise Risk Management Committee (the “ERMC”), which in turn reports to the Board Risk Committee quarterly. The ERMC consists of the Company’s Chief Risk Officer, Chairman & CEO, President, Chief Financial Officer, Treasurer/Chief Corporate Development Officer, Chief Compliance Officer, General Counsel and Chief Credit Officer.

The Company’s cybersecurity risk mitigation program involves a combination of internal resources and the use of third parties. The Company’s internal IT team performs monthly vulnerability scanning and performs an annual risk assessment based on the National Institute of Standards and Technology Cybersecurity Framework. The results are reported to the ITC. The Company’s IT and compliance staff also review potential cybersecurity threats associated with the Company’s third-party vendors, including performing a review of and obtaining a System of Organization Controls report from all vendors rated as “high risk” by the Company’s internal vendor management program. The Company also has an internal Incident Response Plan and Team, which is charged with overseeing the Company’s response to any cybersecurity incident. The team performs a table-top exercise at least annually to prepare to respond in the event of any actual cybersecurity incident.

In addition to these internal resources, the Company uses a third-party vendor to undertake annual penetration and vulnerability testing, with the results reported to the ITC. Finally, the Company’s cybersecurity compliance program is audited by the Bank’s outsourced internal auditor annually.

The Company believes it is both socially important, and good business, to conduct its business in a manner that provides a return to its shareholders and contributes to the well-being of its customers, employees, and the communities it serves.

As part of its commitment to being a good corporate citizen, the Board has charged the Nominating and Corporate Governance Committee to oversee the Company’s stewardship and sustainability planning and initiatives. In assigning oversight of these matters to the Nominating and Corporate Governance Committee, the Board sought to ensure that the Board would have direct involvement and supervision of these matters.

Set forth below are some representative examples of the Company’s stewardship, citizenship and sustainability efforts so far:

●

We encourage employee volunteerism to support causes throughout the Bank’s footprint. In 2025, Bank employees donated 1,323 hours in volunteer work both through individual and Bank-organized activities.

●

We encourage and support financial literacy programs, providing education to approximately 1,400 students and seniors in Palm Beach County, Florida, Bergen County New Jersey and Orange and Westchester Counties, New York during 2025.

●

We actively contribute to charitable causes in the communities we serve. During 2025 we contributed more than $850,000 to 381 different charitable organizations and schools.

●

We maintain clear policies prohibiting discrimination in lending based on gender, race or national origin. Our antidiscrimination policies can be found on our website at https://ir.connectonebank.com/.

●

To provide greater access to our services, we provide digital, mobile and online banking services and continue to make investments in these areas to further enhance these services.

●

Our Federal regulators have assigned us a Community Reinvestment Act rating of Satisfactory.

The Company believes that creating a positive work environment for its employees is critical to our success and our ability to serve our clients and generate a return for our shareholders. We encourage and support the growth and development of our employees and, wherever possible, seek to fill positions by promotion and transfer from within the organization. We have formalized our commitment to training, education and mentoring through our ConnectOne University program.

ConnectOne University houses our training, leadership development, continuing education and mentorship programs reflecting our culture of continuous learning. Through ConnectOne University, employees:

●

Receive and complete required job training related to their position with the Company, such as compliance training and position specific training. Classes include an ABA approved curriculum as well as other third party and Company proprietary courses;

●

May take classes to attain job specific certifications to help with career development;

●

May take continuing education classes related to other positions and operations at the Company;

●

May take business related continuing education classes at partner community colleges and other institutions;

●

May participate in career mentoring programs in which employees meet with senior officers of the Company to discuss career development; and

●

May participate in a tuition reimbursement program under which the Company will reimburse employees for up to $5,250 in tuition expense related to approved business-related course work at any school.

During 2025, 210 employees participated in our leadership and mentoring programs within ConnectOne University.

Through ConnectOne University, we also sponsor two employees each year to attend the Stonier Graduate School of Banking. This is a competitive process requiring an employee to be nominated by the employee’s manager and then participate in a panel interview.

●

We offer our employees a full benefits program, including health insurance, flexible spending accounts, a 401(k) plan with the Company matching employee contributions up to 5.0% of the employee’s compensation or $17,250, whichever is lower, and an employee discount program under which our employees get discounts at various retailers and service providers.

●

We solicit employee feedback through the ConnectOne Bank Annual Culture Survey, the results of which are reviewed by our senior management team to identify and implement strategic action items. In 2025, we achieved a high level of engagement with approximately 94% of our workforce participating in the survey.

●

As discussed above, our Nominating and Corporate Governance Committee of our Board of Directors has been appointed to oversee the Company’s sustainability initiatives.

●

We maintain, through an independent third party, a whistleblower hotline that is available seven days a week, 24 hours a day, and that permits employees to anonymously report concerns and we have policies prohibiting retaliation against any employee raising a good faith concern.

●

We maintain a detailed code of ethics, which includes provisions on conflicts of interest, and which is available on our website at https://ir.connectonebank.com, as well as detailed policies prohibiting money laundering, bribery and other corrupt practices.

●

Our Board takes an active role in our cybersecurity risk program, and we maintain a cybersecurity training program for our employees and members of our Board – See “Risk Oversight”.

The Compensation Committee (the “Committee”) and the Company are both committed to a pay-for-performance philosophy. This Compensation Discussion & Analysis (“CD&A”) provides information about the strategies and policies developed to ensure that executive compensation is strongly correlated with the Company’s overall performance and the individual performance of our executives. Our Named Executive Officers (“NEOs”) for 2025 were:

Frank Sorrentino III; Chairman, President & Chief Executive Officer

William S. Burns: Senior Executive Vice President & Chief Financial Officer

Elizabeth Magennis: ConnectOne Bank President

Joseph Javitz: Executive Vice President and Chief Credit Officer

Laura Criscione: Executive Vice President and Chief Compliance Officer

2025 Financial Highlights– A Successful & Transformative Year

Fiscal year 2025 was a transition year for the banking industry, as the new administration began scaling back certain regulatory burdens on the banking industry and the Federal Reserve cut interest rates three times, for a total reduction of 75 basis points, during the year. The year was also transformational for the Company, as it completed its merger with The First of Long Island Corporation in June of 2025, adding an additional 36 offices to our branch network and seamlessly integrating the two banks, while completing a full systems conversion within two weeks of closing. During 2025, and primarily as a result of the merger, our total assets increased by 41.1%, propelling the Company beyond the $10 billion asset level to more than $14 billion in assets, while total loans increased by 38.6% and total deposits increased by 43.6%. For the full year 2025, our net income available to common shareholders increased by 9.7% over 2024, and for the fourth quarter of 2025 our net income available to common shareholders increased by 101.1% compared to the fourth quarter of 2024.

We additionally strengthened our financial performance metrics in the following ways:

●

Our net interest margin improved each quarter, reaching 3.27% during the fourth quarter and widening by 41 basis points from 2.86% for the fourth quarter of 2024.

●

During the year, noninterest-bearing demand deposits as a percent of total deposits increased from 17% to more than 21% while brokered deposits declined from 12% of total assets to just 6% at year-end

●

Our liquidity position improved reflecting an improved loan-to-deposit ratio, which declined to 101.9% from 105.8% at year-end 2025

●

Our credit quality remained solid, as non-performing assets declined from $57.3 million at December 31, 2024 to $45.9 million at December 31, 2025, and our percentage of non-accrual loans to total loans receivable declined to 0.40% at year-end 2025 from 0.69% at year-end 2024

●

For the fourth quarter of 2025, we delivered a strong quarterly operating Return on Assets (ROA) of 1.24% and a Return on Tangible Common Equity (ROTCE) of 14.3%.

2025 Compensation Decisions in Support of our Pay for Performance Philosophy

Our executive compensation program, practices and pay decisions are designed to be directly aligned with shareholders through rigorous stock ownership guidelines and equity based long-term incentives. As a result of their ownership, our executive team is better rewarded when our stockholders see greater returns, and rewarded less when returns are not strong.

Our Compensation Approach

Our long-range mission is to produce value for our shareholders by providing outstanding service and responsiveness to the markets and clients we serve. These goals are reflected in the Company’s compensation programs for its executive officers by:

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Paying for performance through the use of a quantitative cash short-term incentive program and an equity-based long-term incentive program, with 55% of long term awards to our CEO, Bank President, and CFO (and 50% of the awards to our other NEO’s) being performance-based, and therefore directly aligned with shareholder value creation. In addition, we set stretch goals for our annual cash incentive plan and our performance-based shares vest at target only when we exceed 55^th percentile performance;

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Ensuring that our key NEOs maintain and hold a significant equity interest in the Company, thereby further aligning management interests with those of the shareholders, by making a significant portion of incentive compensation payable in Company stock and through robust stock ownership guidelines;

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Creating balanced incentives that do not encourage NEOs to expose the Company to inappropriate risks by providing excessive compensation that could lead to material loss;

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Providing a market-competitive overall compensation package so that the Company may attract, retain and reward highly qualified, motivated and productive executives; and

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Rewarding individuals based on their responsibility and achievements within a framework that is internally equitable.

Performance-Based Compensation

A significant portion of our compensation program focuses on performance-based pay that rewards our achievements on an annual basis as well as our ability to deliver long-term value to our stockholders. We have a balanced approach to total compensation that includes a mix of base/fixed pay and variable/performance-based pay, a proportion of cash and equity and a proportion of short- and long-term incentive compensation. For the fiscal year 2025, our compensation targets and pay mix (targeting market median) are shown below and represent our goal to provide a significant portion of target pay that is at-risk and based on performance (69% for CEO and 51% for other NEOs).

For 2025, 55% of our equity share grants for our CEO, Bank President, and CFO will vest only if predetermined 3-year performance goals are achieved. For other NEOs and EVPs, the mix is 50% performance and 50% time vested.

CEO Target Pay Mix	Other NEOs Target Pay Mix ⁽¹⁾

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Weighted average of the named executive officers other than the CEO.

A meaningful portion of target pay is denominated as equity (39% for CEO and 26% for other NEOs).

The design principles of our executive compensation programs are intended to protect and promote the interests of our stockholders which include rewarding performance and mitigating risk. Below we summarize key features of our executive compensation program:

What We Do:

Pay for Performance. We provide a significant portion of pay based on performance (short- and long-term incentives, and performance-based equity).

Sound Risk Management. We discourage excessive risk taking and have designed our incentive plans with appropriate risk-mitigating features, as well as the ability of the Committee to negatively adjust payouts.

Caps on Incentives. We subject both short- and long-term incentive payments to caps.

Clawback. We have adopted a clawback policy meeting all NASDAQ requirements requiring the return of incentive compensation in the event of a financial restatement.

Stock Ownership Guidelines. We require our executives and directors to own and hold significant shares in our Company.

Double-Trigger Change-in-Control (“CIC”). CIC benefits pursuant to employment or change-in-control agreements are only paid upon a termination event following a CIC.

Independence. The Committee engages an independent compensation consultant.

Competitive Benchmarking. The Committee engages an independent consultant to benchmark our compensation practices regularly to ensure executive compensation is consistent with market and best practices.

Vesting Requirements. Awards of deferred stock units and performance shares are made subject to vesting requirements, generally three years, to encourage retention of our high performing employees.

What We Don’t Do:

Tax Gross-Ups. We do not provide excise tax gross-ups on benefits or in change-in-control agreements.

Stock Option Repricing. Our equity plans do not permit repricing of stock options that are out-of-the-money.

Excessive Perquisites. We do not provide excessive perquisites for our executives and only have limited benefits that are business-related.

Dividends on Unvested Stock Awards. We do not pay dividends or dividend equivalents on unearned performance units or deferred stock units.

Hedging/Pledging. Our insider trading policy prohibits the purchase or sale of puts, calls, options, or other derivative securities based on the Company’s securities. This prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership. The policy also prohibits our directors and executive officers from pledging Company stock as collateral for a loan or otherwise (although pledges in effect on the date the policy was amended, November 23, 2021, to prohibit pledging were grandfathered and allowed to remain in place).

Say on Pay/Say on Frequency

The Company solicited a shareholder advisory vote on executive compensation in 2025, which received approval of 84.1% of the shares voted. Our shareholders have annually provided an advisory vote on executive compensation, which our Compensation Committee reviews and considers each year. While the say on pay vote is a formal means of soliciting shareholder feedback, the Company welcomes the opportunity to engage directly with shareholders at any time.

We use our executive compensation programs to align the interests of executive officers with our shareholders. Our programs are designed to attract, retain and motivate leadership to support our growth and sustain our competitive advantage. Our compensation opportunities are aligned with the competitive market with actual pay that is designed to vary, dependent on performance. We utilize a balance of fixed and variable pay components, cash and equity, and short- and long-term performance horizons to determine our pay. Our compensation program is designed to support our business strategies, align our pay with our performance and reinforce sound compensation governance to mitigate excessive risk taking. The Compensation Committee reviews compensation levels each year based on market benchmarking with the goal of retaining a competitive position with the market as the Company continues to grow. The Committee considers the benchmark data provided by its consultant as well as each executive’s performance, experience and any unique contributions as appropriate. The below gives an overview of the compensation components used in our program and matches each with one or more of the objectives described above.

Base Salary

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Provides a competitive level of fixed income based on role, experience and individual performance.

Annual Incentive Plan

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Motivates and rewards executives for performance on key financial, operational and individual objectives in support of our annual business plan and broader corporate strategies.

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Rewards vary based on performance (higher performance will result in above market median pay; lower performance will result in below market median pay).

Long-Term Incentive Plan

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Aligns executives’ interests with those of shareholders through equity-based compensation and performance-contingent awards.

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Rewards executives for long-term shareholder value creation.

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Encourages retention through multiple year vesting.

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Motivates and rewards executives for performance – vesting and value is tied to achievement of specific performance and/or stock price appreciation.

Other Benefits

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Provides a base level of competitive benefits for executive talent.

Employment Agreements/Severance & CIC Agreements

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Provides employment security to key executives.

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Focuses executives on company performance and transactions that are in the best interests of shareholders, regardless of the impact such transactions may have on the executive’s employment.

Base Salary

The Compensation Committee reviews salaries each year based on the market benchmarking with the goal of retaining a competitive position with the market as the Company continues to grow. The Committee considers the benchmark data provided by its consultant as well as each executive’s performance, experience and any unique contributions as appropriate. The table below summarizes 2025 salaries and the increase year over year:

Executive	2024 Base Salary		2025 Base Salary		% Increase
Frank Sorrentino III	$	972,000	$	992,000		2.1	%
William S. Burns		502,000		517,000		3.0
Elizabeth Magennis		540,000		585,000		8.3
Joseph Javitz		380,000		395,000		3.9
Laura Criscione		365,000		380,000		4.1

In early 2026, based on updated benchmarking information provided by the Committee’s consultant, and in line with our significant asset growth (41%), the Compensation Committee approved the following base salaries for 2025 and the increase year over year:

Executive	2026 Base Salary		% Increase From 2025
Frank Sorrentino III	$	1,042,000		5.0	%
William S. Burns		543,000		5.0
Elizabeth Magennis		615,000		5.1
Joseph Javitz		410,000		3.8
Laura Criscione		395,000		3.9

The Compensation Committee periodically conducts comprehensive benchmark reviews. The peer group approved by the Committee in November 2024 resulting benchmark data continued to be used to assess and set 2025 compensation levels. Peer banks consisted of publicly traded Northeast and Mid-Atlantic, Connecticut, Massachusetts, and Rhode Island bank holding companies with a total asset range of $8.1 billion to $26.4 billion, with a median that approximated the Company’s assets at the time of selection. Below is a list of the 2025 peer group companies.

2025 Peer Group
Ameris Bancorp	Flushing Financial Corporation
Brookline Bancorp, Inc.*	Independent Bank Corp.
Columbia Financial, Inc.	OceanFirst Financial Services, Inc.
Community Financial System, Inc.	Provident Financial Services, Inc.
Customers Bancorp, Inc.	S&T Bancorp, Inc.
Dime Community Bancshares, Inc.	The Bancorp, Inc.
Eagle Bancorp, Inc.	WSFS Financial Corporation
First Commonwealth Financial Corporation
First Financial Bancorp

*Berkshire Hills Bancorp, Inc. and Brookline Bancorp completed a merger of equals Sept 1, 2025, forming Beacon Financial Corporation.

Annual Incentive

An important element of our performance-based pay program is our Executive Annual Incentive Plan, which provides cash incentives based on attaining pre-established goals. Each participant has a target incentive opportunity expressed as a percentage of base salary, although actual payouts can range from a 50% payout at threshold performance to 150% of target for stretch performance, with no payout for performance below threshold. The 2025 incentive targets are summarized below and were consistent with 2024 targets:

Executive		Target Incentive
Frank Sorrentino III		95%
William S. Burns		65
Elizabeth Magennis		65
Laura Criscione		35
Joseph Javitz		35

The Compensation Committee establishes performance measures on an annual basis that are tied specifically to the Company’s financial performance (return on average assets, operating efficiency ratio, tangible book value, pre-provision net revenue (“PPNR”)) and strategic performance with a modifier for individual executive performance, as appropriate. These metrics were selected by the Compensation Committee to reflect our goal to reward profitability, strategic priorities and shareholder value. Target goals were carefully defined to reflect the merger with FLIC and solid performance reflective to our annual budget, with stretch performance indicating superior performance.

At the end of the year, the Compensation Committee determined a payout percentage based on the Company’s four quantitative financial measures as well as an assessment of strategic performance which resulted in an overall above target payout of 135%, calculated as follows:

				2025 Performance Results
Performance Metric	Threshold (0.5)	Target (1.0)	Stretch (1.5)	Actual		Weight	Interpolated Factor	Payout
Core Return on Assets	0.83%	0.94%	1.16%	Between Target and Stretch	1.033%	18.75%	1.21	23%
Efficiency Ratio	52%	48%	43%	Between Threshold and Target	48.2%	18.75%	0.97	18%
Tangible Book Value per Share	$21.83	$22.50	$23.18	Above Stretch	$23.52	18.75%	1.50	28%
PPNR	1.16%	1.38%	1.60%	Above Stretch	1.601%	18.75%	1.50	28%
Strategic Performance	See analysis below			Above Stretch	1.50	25.00%	1.50	38%
Totals						100%		135%

Strategic Performance

In determining performance on the strategic portion of the annual incentive, the Committee defined and evaluated several broad categories of performance tied to the Company’s priorities and included:

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Leadership in obtaining regulatory approval for and consummating our merger with the First of Long Island Corporation;

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Successfully focusing on retaining the First of Long Island customer base following the merger;

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Creating a client first culture and focus, making our motto, “a better place to be”, a realty for our clients;

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Leadership and integration of the expanding executive team, while recruiting additional talent;

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Overall franchise value creation;

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Development, oversight and implementation of technology initiatives while completing the integration of the operations of The Forst of Long Island Corporation following the merger;

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Driving financial performance through selected growth, sound risk-adjusted product pricing, solid credit quality, efficiency and capital allocation

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Managing and enhancing relationships with all market participants, including investors and analysts;

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Ensuring continued strong liquidity; and

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Enhancing effective enterprise-wide risk controls reflect the Company’s continued growth.

At the end of the year, the Committee considered the collective achievements of the executive team during 2025 relative to these performance factors. After considering the factors listed above, the Committee approved payouts of 150% of target for the strategic performance component.

The Committee evaluated individual NEO performance and decided not to utilize the individual modifier in determining the final annual incentive payout for 2025.

The table below illustrates the target award and actual cash incentive award paid to the named executive officers:

Executive	2025 Target Annual Incentive Award		2025 Actual Annual Incentive Award
Frank Sorrentino III	$	942,400	$	1,272,240
William S. Burns		336,050		453,668
Elizabeth Magennis		380,250		513,338
Laura Criscione

SEC Form DEF 14A filed by ConnectOne Bancorp Inc.