Christina S. McDonald
About Christina S. McDonald
Executive Vice President, Chief Marketing Officer and Chief Retail Lending Officer at QNB Bank since January 1, 2023; previously SVP/CMO at QNB in 2022. Age 59, with >20 years of retail banking and marketing leadership across Tompkins VIST Bank and Bryn Mawr Bank Corp, including integration work on the Bryn Mawr Trust/Continental Bank merger . Company performance context during her tenure: QNB’s TSR (value of a fixed $100 investment) rose to 106.44 in 2024 from 80.31 in 2023 (77.14 in 2022), while net income increased to $11.448 million in 2024 from $9.483 million in 2023 (down from $15.921 million in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QNB Bank | SVP, Chief Marketing Officer | 2022 | Led brand/marketing and positioned for expanded retail lending leadership |
| QNB Bank | EVP, Chief Marketing Officer & Chief Retail Lending Officer | 2023–present | Dual-line leadership over customer acquisition and consumer lending |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tompkins VIST Bank (formerly Leesport/Madison Bank) | EVP, Chief Retail Banking Officer | 2002–2014 | Multi-branch retail growth and customer experience leadership |
| Bryn Mawr Trust | Contractor, merger integration (BMT/Continental) | 2014–2015 | Post-merger integration and systems/process harmonization |
| Bryn Mawr Trust | Director of Retail Banking | 2015–2016 | Retail sales management and branch productivity |
| Bryn Mawr Bank Corp | SVP, Director of Marketing | 2017–2022 | Brand strategy and demand generation across segments |
Fixed Compensation
- Individual base salary, target bonus, and actual bonus figures for Ms. McDonald are not disclosed. QNB targets the 50th percentile of its peer group for total executive compensation and increased 2025 annual cash incentive maximum from 24% to 32% to improve market alignment .
Performance Compensation
- Structure and metrics (company-wide plan that applies to executives):
- 2024 cash incentive based on EPS growth (1-year), ROAE and ROAA (3-year averages), plus 5-year ROAE/ROAA vs peers; maximum 24% of base salary .
- Actual 2024 results: EPS growth 18.53% (Optimum achieved), ROAE and ROAA three-year averages below thresholds, peer five-year ROAE/ROAA at threshold; aggregate payout 12.00% of base salary for named executives, evidencing pay-for-performance calibration .
| Metric (2024 Plan) | Target Levels | Actual | Payout Contribution |
|---|---|---|---|
| EPS Growth (1-year) | 5%/6%/7%/8% → 2%/4%/6%/8% of base | 18.53% (Optimum) | 8.00% of base |
| ROAE (3-year avg) | 9%/10%/11%/12% → 1%/2%/3%/4% of base | 8.00% (Below Threshold) | 0.00% |
| ROAA (3-year avg) | 0.84%/0.92%/1.00%/1.08% → 1%/2%/3%/4% | 0.70% (Below Threshold) | 0.00% |
| ROAE vs Peers (5-year) | 95–105% threshold/ >105% optimum → 2%/4% | 99.72% (Threshold) | 2.00% |
| ROAA vs Peers (5-year) | 95–105% threshold/ >105% optimum → 2%/4% | 96.14% (Threshold) | 2.00% |
| Total | — | — | 12.00% of base (aggregate) |
- 2025 cash incentive adds loan growth, deposit growth, one- and three-year ROAE, three-year ROAE vs peers, and three-year TSR vs peers; maximum payout lifted to 32% of base to sharpen growth alignment .
| Metric (2025 Plan) | Threshold | Moderate | Excellent | Optimum | Max Payout Range |
|---|---|---|---|---|---|
| EPS Growth (1-year) | 5% | 6% | 7% | 8% | 1.6% → 6.4% of base |
| ROAE (1-year) | 7% | 8% | 9% | 10% | 1.2% → 4.8% |
| Loan Growth (1-year) | 5% | 6% | 7% | 8% | 1.2% → 4.8% |
| Deposit Growth (1-year) | 1.5% | 2.5% | 3.5% | 4.5% | 0.8% → 3.2% |
| ROAE (3-year avg) | 7% | 8% | 9% | 10% | 1.2% → 4.8% |
| ROAE vs Peers (3-year) | 95% | 98.34% | 101.67% | 105% | 1.2% → 4.8% |
| TSR vs Peers (3-year) | 95% | 98.34% | 101.67% | 105% | 0.8% → 3.2% |
| Plan Cap | — | — | — | — | 8%/16%/24%/32% of base |
Equity Ownership & Alignment
- Snapshot (as of March 18, 2025):
- Beneficial ownership: 1,102 shares; footnote indicates options included (see derivative detail). Less than 1% of shares outstanding .
- Company policy prohibits hedging and pledging (including margin), with limited exceptions for non‑margin loans with demonstrable capacity to repay; trading requires pre‑clearance and is limited to windows for designated insiders .
| Holder | Common Shares | Options counted in ownership | % of Class |
|---|---|---|---|
| Christina S. McDonald | 1,102 | 1,000 (per footnote) | *<1% |
- Derivative holdings and vesting schedule:
- Form 3 (initial options, granted Feb 15, 2023): 1,000 options at $29.51, vest 200 shares annually 2024–2028, expire Feb 15, 2033 .
- Form 5 (options granted Feb 15, 2024): 3,000 options at $23.40, vest 600 shares annually 2025–2029, expire Feb 15, 2034 .
| Grant | Strike ($) | Tranche Vest Dates | Expiration | Shares per Tranche | Total Options |
|---|---|---|---|---|---|
| Feb 15, 2023 | 29.51 | 02/15/2024; 02/15/2025; 02/15/2026; 02/15/2027; 02/15/2028 | 02/15/2033 | 200 each | 1,000 |
| Feb 15, 2024 | 23.40 | 02/15/2025; 02/15/2026; 02/15/2027; 02/15/2028; 02/15/2029 | 02/15/2034 | 600 each | 3,000 |
- Insider activity: 2024 Form 5 shows small open-market/plan accumulations of common stock via ESPP acquisitions (e.g., 52 shares at $19.80 on 05/31/2024; 50 shares at $20.88 on 11/29/2024), indicating net buying rather than selling during the year .
Employment Terms
| Provision | Detail |
|---|---|
| Agreement Type | Change of Control Agreement (McDonald) |
| Severance Multiple | Lump-sum equal to 2× average annual aggregate compensation (salary + taxable compensation) over the past five calendar years (or actual service years if <5), paid within 5 days of termination; subject to tax withholding |
| Trigger | Double-trigger: termination by QNB/Bank without cause on or before the 3-year anniversary of a change in control |
| Change in Control Definition | Includes: (i) significant M&A/asset transactions unless approved by 70%+ disinterested directors and board continuity; (ii) any person acquires 25%+ beneficial ownership; (iii) board majority turnover over two years without supermajority continuity approval; or similar events |
| 280G/4999 Cutback | Payments reduced to avoid excise tax under IRC 4999; company limited to amounts deductible under 280G, determined by independent auditors |
| Cause Definition | Includes conviction/plea for serious crimes, willful failure to follow board instructions or perform duties, dishonesty/negligence, regulatory violations, public discredit via 70% disinterested director vote, breach of fiduciary duty for personal profit |
| Clawback | Awards subject to QNB clawback policy; equity plan includes clawback and forfeiture mechanisms (harmful activity, confidentiality, non‑competition/non‑solicitation breaches) |
Compensation Structure Analysis
- Mix and calibration: Incentives tied to EPS growth and multi-year ROAE/ROAA vs peers; 2024 payouts concentrated in EPS with zero for three-year profitability averages, indicating outcome sensitivity; 2025 adds loan/deposit growth and TSR vs peers, increasing plan cap to 32% and broadening growth levers .
- Equity awards: Options vest over five years, with no repricing permitted and minimum one-year vesting; 2025 plan adds RSUs/restricted stock, enabling more direct alignment with stock outcomes and potential retention effect; awards cannot be granted below fair market value .
- Governance: Independent Compensation Committee oversees design, targets 50th percentile vs peers; hedging/pledging/margin prohibited, preclearance and window trading required, reducing misalignment risks .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for directors/officers; exception only for non‑margin pledge with clear capacity to repay, mitigating alignment and forced-sale risks .
- Golden parachute mechanics: Double-trigger severance with 280G cutback limits excess parachute payments; standard community bank practice, reduces overpayment risk if M&A occurs .
- Equity timing and repricing: Annual grant cadence set post-Q4 earnings; timing not coordinated with MNPI; repricing barred under the 2025 plan, lowering manipulation risk .
Equity Vesting & Potential Selling Pressure
| Year | Options Vesting (Shares) | Notes |
|---|---|---|
| 2024 | 200 @ $29.51 | First tranche from 2023 grant |
| 2025 | 200 @ $29.51; 600 @ $23.40 | Dual tranches commence; expiration 2033/2034 |
| 2026 | 200 @ $29.51; 600 @ $23.40 | Ongoing annual vest |
| 2027 | 200 @ $29.51; 600 @ $23.40 | Ongoing annual vest |
| 2028 | 200 @ $29.51; 600 @ $23.40 | Final tranche of 2023 grant; penultimate 2024 tranche |
| 2029 | 600 @ $23.40 | Final tranche of 2024 grant |
- Trading controls: Insider trading policy enforces window periods and pre‑clearance, which may stagger actual sales even when vesting occurs .
Pay Versus Performance Context (Company-Level)
| Year | PEO Compensation Actually Paid ($) | Avg NEO Compensation Actually Paid ($) | TSR (Initial $100) | Net Income ($000) |
|---|---|---|---|---|
| 2022 | 645,543 | 285,827 | 77.14 | 15,921 |
| 2023 | 691,755 | 322,051 | 80.31 | 9,483 |
| 2024 | 764,667 | 359,307 | 106.44 | 11,448 |
Investment Implications
- Alignment: Christina’s equity package is predominantly options with five-year vesting, creating multi-year alignment to TSR and earnings, and her 2024 Form 5 shows net purchasing via ESPP rather than selling—a positive signal for alignment and sentiment .
- Incentive levers: The 2025 plan’s inclusion of loan/deposit growth and TSR vs peers increases the focus on balance-sheet expansion and shareholder returns; as Chief Retail Lending Officer/CMO, her remit is directly linked to these KPIs, enhancing pay-for-performance linkage .
- Retention/M&A: Double-trigger 2× severance under the change-of-control agreement lowers personal downside and may reduce flight risk through a transaction; 280G cutback caps excess payouts, balancing shareholder protection .
- Trading pressure: Annual option vesting waves (200–600 shares per year) are moderate relative to outstanding shares and are governed by strict insider trading policies, suggesting limited incremental selling pressure absent broader liquidity events .