DEF 14A of QNB Corp.
Filed Apr 30, 2026 · FY20250001193125-26-194037
ELECTION OF THE FOUR CLASS II DIRECTOR NOMINEES
ELECTION OF THE FOUR CLASS II DIRECTOR NOMINEES
The Board of Directors
The Board of Directors QNB’s Articles of Incorporation and Bylaws provide that the Board of Directors consists of no less than seven or no more than fifteen members divided into three classes, Class I, Class II, and Class III, as nearly equal in number as possible. The directors constituting Class II have been nominated for re-election at the annual meeting. The Directors in Class III will hold office until the 2027 annual meeting and the Directors in Class I will hold office until the 2028 annual meeting.
The Class II Director Nominees of the Board of Directors
The Class II Director Nominees of the Board of Directors At the annual meeting, four Class II directors will be elected. Each director so elected will hold office until the 2029 Annual Meeting of Shareholders and until his or her successor in office is duly qualified and elected. To the extent given discretion, the persons named in the accompanying proxy intend to vote FOR each of the nominees listed below. Each nominee has consented to being nominated as a director and, as far as the Board of Directors and management of QNB are aware, will serve as a director if elected. In the event that any nominee should decline to serve or be unable to serve, the persons named in the accompanying proxy may vote for the election of such person or persons as the Board of Directors recommends. Set forth on the following pages, we include the following information with respect to each director and director nominee: • their names and ages; • the years they first became directors of QNB and the Bank; • their principal occupations and other directorships over the past five years; and • a brief discussion of the specific experience, qualifications, attributes or skills that led to our Board’s conclusion that the person should serve as a director.
Randy S. Bimes
Randy S. Bimes Chairman of the Board since 2024 Director of QNB and the Bank since 2020 Age 64 Dr. Bimes is the Medical Director and managing partner at Quakertown Veterinary Clinic (August 1996-Present). He cofounded and served as Vice President of Operations at MAVANA, a national group of veterinary practices (December 2016-October 2020). Dr. Bimes is Chair of the Medical Advisory Board of Community Veterinary Partners (2016-Present), and he serves as a Director on the Terra Med Real Estate Investment Trust Board. Dr. Bimes' educational background includes a Doctorate in Veterinary Medicine from the University of Illinois College of Veterinary Medicine. His experience in business operations, strategic planning, and business consolidation, along with his role in the community, give Dr. Bimes the qualifications and skills to serve as chairman of the QNB Board of Directors. Kenneth F. Brown, Jr. Director of QNB and the Bank since 1993 Age 70 Mr. Brown is the President of McAdoo & Allen, Inc., a manufacturer of pigment dispersions and high-performance coatings (September 1989 to present). Mr. Brown also serves or has served as a Director and Trustee for various local nonprofit organizations including the Upper Bucks YMCA and St. Luke’s Quakertown Hospital. The Board believes that Mr. Brown’s success in building and managing McAdoo and Allen, Inc. along with his prominent role in the community and years of service as a director of QNB give Mr. Brown the qualifications and skills to serve as a director of QNB.
Randall E. Stauffer
Randall E. Stauffer Director of QNB and the Bank since January 1, 2026 Mr. Stauffer is the Vice President of Sales and is a fifth-generation co-owner of Stauffer Glove & Safety, a nationwide distributor of personal protective equipment. The company operates nine warehouses across the United States and employs more than 250 team members. A graduate of the University of Richmond, he earned a Bachelor of Science in Leadership Studies in 2010 and later received his Master of Business Administration from Villanova University in 2016. Mr. Stauffer also serves on the Board of Trustees for St. Luke's - Upper Bucks Campus. The Board believes that Mr. Stauffer's diverse business experience and his community service provide the qualifications and skills to serve as a director of QNB.
Continuing Directors Serving Until 2027 (Class III Directors)
Continuing Directors Serving Until 2027 (Class III Directors)
Gerald E. Gorski
Gerald E. Gorski Age 65 Mr. Gorski is President of Gorski Engineering, Inc. (November 2003 to present). Mr. Gorski attended Clarkson University where he earned his Bachelor of Science degree in Civil and Environmental Engineering. He is a Professional Engineer involved in land development and building design and serves Pennsylvania and New Jersey. Mr. Gorski serves as Chairman of Montgomery County Development Corporation (2020 to present) and as Vice Chairman for Montgomery County Foundation (2017-present). The Board believes that Mr. Gorski’s commercial engineering knowledge including extensive experience in QNB's market area provide the qualifications and skills for him to serve as a QNB director.
Kevin L. Johnson
Kevin L. Johnson Director of QNB and the Bank since April 1, 2026 Age 67 Mr. Johnson is the president and founder of Traffic Planning and Design, Inc. (TPD), an Engineering News-Record 400 company ranked as the 372nd-largest architecture or engineering firm in the country in 2025. He was one of the founders of Victory Bank and served on its Board of Directors. Currently, Mr. Johnson is a member of the Board of Directors for several other organizations, including the Southeastern Pennsylvania Transportation Authority (SEPTA) and the Associated Pennsylvania Constructors of PA (APC). In his board capacity at SEPTA, he serves as Chairman of the Pension Committee and Change Order Subcommittee. He is a member of the Institute of Transportation Engineers. Mr. Johnson is a past president of the American Society for Highway Engineers, Delaware Valley. He is the only engineer to have served on the Transportation Transition teams for both Governors Corbett and Wolf. Mr. Johnson is a graduate of the University of Pennsylvania with a Bachelor of Science in Civil and Urban Engineering, and he holds a Master of Science degree in Civil Engineering from Villanova University. The Board believes that Mr. Johnson’s extensive bank and other board experience, coupled with his expertise in planning and company management, qualify him to serve as a QNB director.
Jennifer L. Mann
Jennifer L. Mann Director of QNB and the Bank since 2015 Age 56 Ms. Mann is the founder and President of JL Mann Consulting, LLC, a firm that provides customized business solutions to a wide array of companies. Elected to serve Allentown, Ms. Mann was a state representative from 1998 to 2012. As a member of the National Democratic Leadership Council (DLC) Leadership Team, Ms. Mann served as chairwoman of the DLC’s State Legislative Advisory Board. Prior to serving in the House, Ms. Mann launched and managed a successful wireless telecommunications business in Allentown. Ms. Mann also serves on several community and nonprofit boards, including the Lehigh Valley Community Foundation board, the Arthritis Foundation of the Lehigh Valley, and the executive board of the Minsi Trails Council of the Boy Scouts of America. Ms. Mann earned degrees in government and economics from Lehigh University. The Board believes that Ms. Mann’s business experience, combined with her legislative background and her legislative focus on business-friendly economic policies, give her a unique understanding of the challenges and opportunities associated with entrepreneurship and business leadership, provide the qualifications and skills to serve as a QNB director.
Scott R. Stevenson
Scott R. Stevenson Director of QNB and the Bank since 2015 Mr. Stevenson was appointed President/CEO of Phoebe Ministries in June 2008 and also served as the organization’s Chief Financial Officer from 2006 to 2017. In addition, he serves as President of the organization’s Reciprocal Risk Retention Group. Prior to his appointment with Phoebe Ministries, Mr. Stevenson was the Chief Financial Officer of Graduate Hospital, Philadelphia, Pennsylvania, and prior to that served as Vice President of Financial Operations for Diakon Lutheran Social Ministries. He holds a Bachelor’s Degree in Accounting and a Master of Business Administration in Healthcare Systems Management. Mr. Stevenson serves or served on several boards, including CHHSM (Council for Health and Human Service Ministries), Highmark Blue Shield Regional Advisory Board, QNB Regional Advisory Board, New Life Bible Fellowship Elder Board, and Leading Age PA as Board Trustee. The Board believes that Mr. Stevenson’s extensive senior managerial experience, including his financial accounting background and experience, provide the qualifications and skills for him to serve as a QNB director.
Continuing Directors Serving Until 2028 (Class I Directors)
Continuing Directors Serving Until 2028 (Class I Directors)
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
The increase for named executive officers was determined based on merit, as well as internal pay equity and compensation levels of similar positions at financial institutions with similar operations and asset size. Cash Incentive Compensation For 2025 In 2025, the Compensation Committee, with Board approval, established a new cash incentive plan to reward QNB employees for achieving annual financial objectives. The cash incentive plan is paid for meeting annual goals established by the Board for earnings per share (EPS), loan and deposit growth; one and three-year average performance of return on average equity (ROAE), three-year average performance of return on average equity (ROAE) versus peer group and three-year total shareholder return vs. peer group. For 2025, QNB's ROAE was compared to peers' for the nine months ended September 30, 2025 while Shareholder Return was compared to peers' for the twelve months ended December 31, 2025. The 2025 peer groups include Mid-Atlantic publicly traded financial institutions with assets between $1.3 billion and $3.0 billion, 2024 peer groups include Mid-Atlantic publicly traded financial institutions with assets between $1.0 billion and $2.5 billion, and 2023 peer groups include Mid-Atlantic publicly traded financial institutions with assets sizes between $1.0 billion and $2.0 billion. These pools included institutions headquartered in Pennsylvania, New Jersey, New York, and Maryland of thirty-two institutions in 2023, thirty-eight institutions in 2024, and twenty-two institutions in 2025. The following table details the members of the peer groups for 2024 and 2025:
Compensation Discussion and Analysis
| 2024 Peer Group Institutions (Mid-Atlantic) | 2025 Peer Group Institutions (Mid-Atlantic) | | 1st Summit Bncp Johnstown Inc. | | | AmeriServ Financial Inc. | AmeriServ Financial Inc. | | Bank of Utica | | | Blue Foundry Bancorp | | | Capital Bancorp, Inc. | | | CB Financial Services Inc. | CB Financial Services Inc. | | Citizens & Northern Corp. | Citizens & Northern Corp. | | Citizens Financial Services, Inc. | Citizens Financial Services, Inc. | | Embassy Bancorp Inc. | Embassy Bancorp Inc. | | ENB Financial Corp. | ENB Financial Corp. | | Esquire Financial Holdings Inc. | | | ESSA Bancorp Inc. | ESSA Bancorp Inc. | | Evans Bancorp, Inc. | | | Fidelity D&D Bancorp, Inc. | Fidelity D&D Bancorp, Inc. | | First Commerce Bank | | | First Keystone Corp. | First Keystone Corp. | | First United Corp. | First United Corp. | | FNB Bancorp Inc. | | | Franklin Financial Services | Franklin Financial Services | | Hanover Bancorp Inc. | | | Kish Bancorp Inc. | | | LINKBANCORP Inc. | LINKBANCORP Inc. | | Lyons Bancorp Inc | | | Meridian Corp. | Meridian Corp. | | Northeast Community Bancorp Inc. | Northeast Community Bancorp Inc. | | Norwood Financial Corp. | Norwood Financial Corp. | | Orange County Bancorp, Inc. | Orange County Bancorp, Inc. | | Parke Bancorp, Inc. | Parke Bancorp, Inc. | | Pathfinder Bancorp Inc. | Pathfinder Bancorp Inc. | | Penns Woods Bancorp Inc. | | | Pioneer Bancorp (MHC) | Pioneer Bancorp (MHC) | | Ponce Financial Group, Inc. | | | Princeton Bancorp Inc. | Princeton Bancorp Inc. | | Rhinebeck Bancorp Inc. | Rhinebeck Bancorp Inc. | | Solvay Bank Corp. | | | Somerset Trust Holding Company | | | The Adirondack Trust Company | | | Unity Bancorp Inc. | Unity Bancorp Inc. |
Compensation Discussion and Analysis
| | | Threshold | Moderate | Excellent | Optimum | | Part 1 | One year earnings per share (EPS) growth | | | | | | | Goal | 5% | 6% | 7% | 8% | | | Potential bonus payout | 1.60% | 3.20% | 4.80% | 6.40% | | Part 2 | One year return on average equity (ROAE) performance | | | | | | | Goal | 7% | 8% | 9% | 10% | | | Potential bonus payout | 1.20% | 2.40% | 3.60% | 4.80% | | | One year loan growth performance | | | | | | | Goal | 5.00% | 6.00% | 7.00% | 8.00% | | | Potential bonus payout | 1.20% | 2.40% | 3.60% | 4.80% | | | One year deposit growth performance | | | | | | | Goal | 1.50% | 2.50% | 3.50% | 4.50% | | | Potential bonus payout | 0.80% | 1.60% | 2.40% | 3.20% | | | Three year return on average equity (ROAE) performance | | | | | | | Goal | 7.00% | 8.00% | 9.00% | 10.00% | | | Potential bonus payout | 1.20% | 2.40% | 3.60% | 4.80% | | Part 3 | Three year return on average equity (ROAE) performance vs peer group | | | | | | | Goal | 95.00% | 98.34% | 101.67% | 105.00% | | | Potential bonus payout | 1.20% | 2.40% | 3.60% | 4.80% | | | Three year total shareholder return vs peer group | | | | | | | Goal | 95.00% | 98.34% | 101.67% | 105.00% | | | Potential bonus payout | 0.80% | 1.60% | 2.40% | 3.20% | | | Total Bonus Payout Potential | 8.00% | 16.00% | 24.00% | 32.00% |
Compensation Discussion and Analysis
At its January 2026 meeting, the Board of Directors approved the calculation of cash incentive compensation program measures for 2025. QNB met Part 1 Optimum level with a one-year earnings per share growth of 31.23%. QNB met Part 2 Optimum level with one-year return on average equity performance at 13.24%, and three-year return on average equity performance at 12.30%. QNB did not meet Part 2 payout levels for one-year loan growth performance at 3.75% and one-year deposit growth performance at 0.86%. QNB’s three-year shareholder return was 181.06% of the peer group three-year average shareholder return and the three-year return on average equity was 131.91% of the peer group; both meeting the Optimum levels as detailed in Part 3 of the table above. As a result, an aggregate cash incentive paid to the named executive officers was equivalent to 24.00% of their base salary. The amounts paid under the cash incentive plan for 2025 are reflected in the Summary Compensation Table. Cash Incentive Compensation For 2026 The cash incentive plan is paid for meeting annual goals established by the Board for earnings per share (EPS), loan and deposit growth; one and three-year average performance of return on average equity (ROAE), three-year average performance of return on average equity (ROAE) versus peer group and three-year total shareholder return vs. peer group. Long-Term Incentive Compensation The named executive officers are eligible to participate in a long-term incentive award plan established to focus executive efforts on the strategic directions and goals of QNB and to reward them for their successes in these areas. The 2025 Equity Incentive Plan (the Plan) was approved by the shareholders at the 2025 Annual Meeting of Shareholders. The purpose of the Plan is also to provide ownership incentive to the executive officers and align their interests with the interests of shareholders. In establishing award levels, equity ownership levels of the recipients or prior awards that are fully vested are not considered. The Plan is administered by the Compensation Committee. The Plan provides for the granting of incentive stock options, nonqualified stock options, restricted stock, or restricted stock units . The exercise price of an option, as defined by the Plan, is the fair market value of QNB’s common stock on the date of grant. The Compensation Committee determines the type of grant, the number of shares of common stock subject to a particular grant and the vesting period for such grants. To date, options granted under the Plan have a three to five year vesting feature. The Compensation Committee determines the number of options granted in total and to Mr. Freeman, individually. Mr. Freeman determines the allocation of the remaining grants among eligible employees. The fair value of the stock options granted represented between 0% and 12% of named executive officers’ base salaries in 2025. Equity Award Practices QNB does not have a formal policy on determining when to grant equity awards to participants in QNB’s equity incentive plan; however, QNB applies a consistent approach in its equity award practices by considering the grant of annual equity awards to participants at its January Board meeting each year based on recommendations from the Compensation Committee. The number and type of annual equity awards to plan participants are approved at the January Board meeting for grant on February 15 (or the immediately preceding business day if February 15 is not a business day). The exercise price for awards is the closing price for the common stock on the business day immediately preceding the February grant date, which occurs after the release of earnings for the fourth quarter of the applicable year. QNB does not take material nonpublic information into account when determining the timing and terms of equity awards, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Post-Retirement Plans QNB provides a qualified retirement plan to all employees, including the named executive officers. The QNB Bank Retirement Savings Plan provides for elective employee contributions up to the maximum allowed by the IRS and a matching company contribution limited to three percent of total compensation. In addition, the plan provides for safe harbor non-elective contributions of five percent of total compensation by QNB. Employees are able to contribute to the plan immediately; however, to receive the matching company contribution and safe harbor non-elective contribution, the employees must have completed six months of service. During 2001, QNB purchased Bank Owned Life Insurance (BOLI) for officers of QNB. A split-dollar agreement provides the employee’s beneficiary a portion of the death proceeds under the BOLI equal to two times their current base salary. Under this plan vesting occurs when the employee reaches age 55 and has a combined age and years of service of 70. When vested, the insurance would become portable to the participant after they are no longer in service with the Bank either through termination or retirement thereby creating the post-retirement benefit. Mr. Orzehoski is the only named executive officer that is insured through BOLI. During 2023, QNB implemented a Non-qualified Deferred Compensation Plan (NQDC Plan) for the benefit of a select group of the Bank's management team. The NQDC Plan provides a deferred compensation vehicle to which the Bank may credit discretionary amounts on behalf of Participants for recruitment and reward. Health and Welfare Benefits The named executive officers participate in QNB’s qualified health and welfare benefits program on the same terms and conditions as all other salaried employees. Perquisites and Other Benefits; Agreements Perquisites received by the named executive officers are reviewed annually. The primary perquisite received by Mr. Freeman is the reimbursement of country club dues. Certain executive officers are encouraged to belong to a golf or social club to provide the appropriate entertainment forum for customers and appropriate interaction with the communities served by QNB. Certain members of senior management are parties to change in control agreements with QNB. Executive management and other employees have built QNB into a successful enterprise, and the Board believes that it is important to protect them in the event of a change in control. Further, it is our belief that the interests of shareholders will be best served if the interests of our executive management are aligned with them, and providing change in control benefits should eliminate, or at least reduce, the reluctance of executive management to pursue potential change in control transactions that may be in the best interests of shareholders. Future Compensation Determination The committee will continue to reassess QNB’s executive compensation program to ensure that it promotes the long-term objectives of QNB, encourages growth in shareholder value and attracts and retains top-level executives. Conclusion The Committee links executive compensation to corporate performance and growth in shareholder value. The Committee intends to continue this policy, recognizing that the business cycle may, from time-to-time, result in an imbalance for a particular period.
EXECUTIVE COMPENSATION
| | | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compen- sation | Change in pension value and non- qualified deferred compen- sation earnings | All Other Compen- sation | Total | | Name and Position | Year | ($)(1) | ($) | ($) | ($)(2) | ($) | ($)(3) | ($) | ($) | | David W. Freeman | 2025 | $675,000 | $— | $— | $— | $162,000 | $43,000 | $45,072(4) | $925,072 | | Principal Executive | 2024 | 610,300 | — | — | — | 73,236 | 36,783 | 44,348(4) | 764,667 | | Officer | 2023 | 584,000 | — | — | — | 35,040 | 31,485 | 41,357(4) | 691,882 | | Jeffrey Lehocky | 2025 | 375,000 | — | — | 28,531 | 90,000 | 21,500 | 29,000(5) | 544,031 | | Principal Financial | 2024 | 339,700 | — | — | 9,238 | 40,764 | 18,392 | 29,641(5) | 437,735 | | Officer | 2023 | 325,000 | — | — | 3,290 | 19,500 | 15,742 | 18,084(5) | 381,616 | | Scott G. Orzehoski | 2025 | 330,000 | — | — | 28,531 | 79,200 | 21,500 | 27,367(6) | 486,598 | | Executive Vice | 2024 | 318,800 | — | — | 9,238 | 38,256 | 18,392 | 25,453(6) | 410,139 | | President | 2023 | 305,000 | — | — | 14,393 | 18,300 | 15,742 | 24,400(6) | 377,835 | | Christopher T. Cattie | 2025 | 325,000 | — | — | 28,531 | 78,000 | 27,759 | 28,485(7) | 487,775 | | Executive Vice | 2024 | 262,500 | — | — | 9,238 | 31,500 | 23,669 | 20,954(7) | 347,861 | | President | 2023 | 250,000 | — | — | 14,393 | 15,000 | 15,742 | 21,886(7) | 317,021 | | Christina S. McDonald | 2025 | 250,000 | — | — | 28,531 | 60,000 | 21,500 | 21,643(8) | 381,674 | | Executive Vice | 2024 | 209,000 | — | — | 9,238 | 25,080 | 18,392 | 17,686(8) | 279,396 | | President | 2023 | 200,000 | — | — | 4,112 | 12,000 | 15,742 | 17,090(8) | 248,944 | | Courtney L. Covelens | 2025 | 235,000 | — | — | 28,531 | 56,400 | 21,500 | 19,801(9) | 361,232 | | Executive Vice | 2024 | 209,000 | — | — | 9,238 | 25,080 | 18,392 | 16,736(9) | 278,446 | | President | 2023 | 200,000 | — | — | 14,393 | 12,000 | 15,742 | 16,065(9) | 258,200 |
EXECUTIVE COMPENSATION
| Year | Summary compensation table total for Principal Executive Officer ("PEO") (1) | Compensation actually paid to PEO (2) | Average summary compensation table total for non-PEO named executive officers ("NEOs") (3) | Average compensation actually paid to NEOs (4) | Value of initial fixed $100 investment based on total shareholder return ("TSR") (5) | Net income (in thousands) (6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $925,072 | $925,072 | $452,262 | $423,731 | $149.83 | $14,090 | | 2024 | 764,667 | 764,667 | 350,715 | 341,477 | 140.07 | 11,448 | | 2023 | 691,882 | 691,882 | 316,723 | 306,607 | 104.33 | 9,483 |
EXECUTIVE COMPENSATION
| Year | Reported summary compensation table total for PEO | Reported value of equity awards (a) | Equity award adjustments (b) | Compensation actually paid to PEO | | 2025 | $925,072 | $— | $— | $925,072 | | 2024 | 764,667 | — | — | 764,667 | | 2023 | 691,882 | - | — | 691,882 |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR The graph below illustrates the trend in “compensation actually paid” over the last three years to our TSR performance. This illustrates that from 2023 to 2025; our compensation moved in alignment with our TSR performance, increasing in 2024 and 2025.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income The graphs below illustrate the trend in “compensation actually paid” over the last three years relative to our GAAP Net Income. This illustrates that from 2023 to 2025; our compensation moved in alignment with our GAAP Net Income increasing in 2024 and 2025. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, below is a list of the most important financial measures used by the Compensation Committee to link executive compensation to performance for the 2025 performance year: Return on Average Equity • Earnings Per Share Growth • Return on Average Equity versus Peer Group All information provided above under the “Pay Versus Performance Information” heading will not be deemed to be incorporated by reference in any filing of our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth compensation earned by non-employee directors for the year ended December 31, 2025. Each director of QNB is also a member of the Bank’s Board of Directors.
DIRECTOR COMPENSATION
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-equity incentive plan compensation | Change in pension value and nonqualified deferred compensation earnings | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | Autumn R. Bayles | $39,950 | $13,570 | $— | $— | $— | $53,520 | | Laurie Bergman | 34,950 | 13,570 | — | — | — | 48,520 | | Randy S. Bimes | 96,600 | 13,570 | — | — | — | 110,170 | | Kenneth F. Brown, Jr. | 55,500 | 13,570 | — | — | — | 69,070 | | Gerald E. Groski | 49,500 | 13,570 | — | — | — | 63,070 | | Jennifer L. Mann | 51,100 | 13,570 | — | — | — | 64,670 | | Ranajoy Ray-Chaudhuri | 39,100 | 13,570 | — | — | — | 52,670 | | Randall Stauffer | 38,950 | 13,570 | — | — | — | 52,520 | | Scott R. Stevenson | 42,250 | 13,570 | — | — | — | 55,820 |
DIRECTOR COMPENSATION
During 2026, directors, except for Mr. Freeman, will receive an annual retainer of $20,000. The Chairman of the Board will receive an annual retainer of $33,000. In addition, each director will receive a fee of $950 for each Board meeting attended plus $1,200 if all 12 meetings are attended. Directors are not reimbursed for travel to or from Board meetings. Members of the committees of the Board of Directors will receive $500 for each committee meeting attended. The Chairperson of the Audit Committee receives additional compensation of $3,400. In addition, the Chairperson of the Compensation and the Nominating Committees receives additional compensation of $2,500. Joseph W. Major and Kevin L. Johnson were appointed to the Boards of Directors of QNB and the Bank in connection with the merger, on April 1, 2026, of Victory Bancorp, Inc. and Victory Bank with and into QNB and the Bank, respectively. Commencing April 1, 2026, Mr. Major and Mr. Johnson will receive the same compensation as payable to other independent directors of QNB and the Bank described above. In addition, as previously disclosed in connection with the merger, Mr. Major executed a Consulting and Noncompetition Agreement, dated as of the merger closing date, pursuant to which, for a period of 24 months from closing, Mr. Major will provide certain consulting services relating to customer and employee transition and will be subject to a two-year noncompete and nonsolictation covenant, in exchange for a lump-sum payment of $666,235 made on April 1, 2026 and reimbursement of reasonable out-of-pocket expenses incurred in connection with the consulting services.