Autumn R. Bayles
About Autumn R. Bayles
Autumn R. Bayles, age 54, has served as a director of QNB Corp. and QNB Bank since December 2012. She is Senior Vice President, Global Supply Chain and GPOs at Aramark Corp. (September 2023–present), with prior senior roles in supply chain and operational excellence; she holds a B.S. in Industrial Engineering from Lehigh University and an MBA from Wharton. Her career centers on operational improvements and technology-enabled growth, which the Board cites as core qualifications; she is deemed an independent director under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aramark Corp. | SVP, Global Supply Chain & GPOs | Sep 2023–present | Leads global supply chain and group purchasing; prior SVP Global Supply Chain (Aug 2018–Sep 2023); VP Global Operational Excellence (Mar 2013–Aug 2018); VP Strategic Development (Oct 2011–Mar 2013) |
| Tasty Baking Company | SVP Strategic Operations; Chief Information Officer | CIO: 2003–2006; SVP Strategic Ops: 2006–2011 | Technology and process change leadership in CPG operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aramark Corp. | Senior Vice President, Global Supply Chain & GPOs | Sep 2023–present | Public company operating role; no other public company directorships disclosed in the proxy for Bayles |
Board Governance
- Committee assignments (2024): Compensation Committee Chair; Audit Committee member; Executive Committee member. Independent director; Board has an independent non-employee Chairman and holds executive sessions of independent directors at least twice per year.
- Attendance: The Board met 12 times in 2024; committees met as shown below. All current directors attended at least 80% of the aggregate Board and committee meetings and all directors attended the May 21, 2024 annual meeting.
- Hedging/pledging restrictions: Directors are prohibited from hedging, monetization, and pledging QNB securities (with narrow pledge exceptions upon proof of repayment capacity); no margin accounts permitted. Insider trading policy requires pre-clearance and trading windows for directors.
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Board | Member | — | 12 |
| Audit | Member | Chair: Scott R. Stevenson | 5 |
| Compensation | Member | Chair: Autumn R. Bayles | 3 |
| Executive | Member | Chair: Randy S. Bimes | 2 |
| Nominating & Governance | Not listed | Chair compensation noted in fee schedule | 0 |
Fixed Compensation
- 2024 director compensation for Bayles consisted of cash fees and equity; QNB adjusted 2025 director pay mix toward equity to improve alignment.
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 30,275 | 7,970 | — | — | 38,245 |
2025 director fee schedule (effective for all non-employee directors):
- Annual retainer: $20,000; Chairman retainer: $33,000.
- Board meeting fee: $950 per meeting, plus $1,200 if all 12 meetings attended.
- Committee meeting fee: $500 per meeting; Audit Chair additional $3,400; Compensation Chair additional $2,500; Nominating Chair additional $2,500.
| Component | Amount |
|---|---|
| Annual retainer (Director) | $20,000 |
| Annual retainer (Chairman) | $33,000 |
| Board meeting fee | $950 per meeting; +$1,200 for perfect attendance |
| Committee meeting fee | $500 per meeting |
| Audit Chair premium | $3,400 |
| Compensation Chair premium | $2,500 |
| Nominating Chair premium | $2,500 |
Performance Compensation
- Directors receive equity grants; under the 2025 Equity Incentive Plan, non-employee director awards are capped and subject to minimum one-year vesting; performance criteria may be applied but are not mandatory. Clawback and forfeiture provisions apply; repricing is prohibited.
| Plan Feature | Term |
|---|---|
| Total shares authorized | 500,000 shares (~2.85% of outstanding) |
| Non-employee director aggregate cap | 50,000 shares (10% of plan) |
| Per person annual cap | 10,000 shares (employees and non-employee directors) |
| Vesting | Minimum one-year; Committee may set longer schedules and goals |
| Award types | ISOs, NQSOs, Restricted Stock, RSUs, Other equity-based |
| Performance criteria | Permitted but optional for any award |
| Repricing | Not permitted |
| Clawback | Awards subject to QNB clawback policies |
| Forfeiture/Harmful Activity | Reduction/cancellation/recoupment if restrictive covenants breached or harmful activity occurs |
Compensation Committee leadership and engagement: Bayles chairs the Compensation Committee, which engaged an independent consultant (Herbein HR Consulting) in 2024, targeted the 50th percentile for executive pay, increased annual incentive maximums starting 2025, and shifted Board pay toward equity; she signed the Compensation Committee report. These actions indicate active oversight and alignment emphasis.
Other Directorships & Interlocks
- No other public company directorships for Bayles are disclosed in QNB’s 2025 proxy; her external role is as a senior operating executive at Aramark.
Expertise & Qualifications
- Board-cited qualifications: Business strategy, operations, and technology expertise; public company experience. Education: B.S. Industrial Engineering (Lehigh), MBA (Wharton). Committee experience: Compensation Chair; Audit and Executive member.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Autumn R. Bayles | 2,337 | ~0.06% (2,337 / 3,702,294) | Shares held individually; not pledged unless indicated (no pledge notation for Bayles) |
| Shares outstanding (record date) | 3,702,294 | — | — |
- Hedging/pledging: Directors may not hedge or pledge QNB securities, and may not hold QNB securities in margin accounts; limited pledge exception only with demonstrable repayment capacity.
Governance Assessment
- Independence and structure: Bayles is independent; QNB’s Board has an independent non-employee Chairman and holds regular executive sessions of independent directors. This structure supports oversight.
- Committee leadership and effectiveness: As Compensation Committee Chair, Bayles oversaw pay modernization (peer benchmarking, increased annual incentive cap, equity-oriented Board pay), and signed the CD&A inclusion, indicating active engagement.
- Attendance and engagement: Directors met attendance thresholds and attended the 2024 annual meeting, supporting governance continuity.
- Alignment policies: Prohibitions on hedging and pledging and equity grants with minimum vesting enhance alignment; clawback and forfeiture mechanisms strengthen accountability.
- Conflicts/related-party exposure: Proxy discloses no material related party transactions; director/officer loans occur in the ordinary course on market terms under Regulation O, with aggregate indebtedness of $16,632,426 as of Feb 28, 2025. No Bayles-specific related transactions disclosed.
- Red flags: None apparent in disclosed materials (no hedging/pledging, no material related-party transactions, independent status, committee interlocks clean).
Overall signal: Bayles brings deep operations/technology expertise, chairs compensation with demonstrable pay governance changes, and maintains independent status and attendance, supporting investor confidence in board effectiveness.