Christopher T. Cattie
About Christopher T. Cattie
Executive Vice President and Chief Operating Officer of QNB Bank since January 2025; previously EVP, Chief Operations and Technology Officer from February 2016 to December 2024. Age 52 (2025), 51 (2024). Compensation and incentives at QNB are linked to Return on Average Equity, EPS Growth, and ROAE versus peer group; “compensation actually paid” moved in alignment with TSR and GAAP net income over 2022–2024. Company TSR (value of $100 investment) rose from 77.14 (2022) to 106.44 (2024) alongside net income of $15,921k (2022), $9,483k (2023), and $11,448k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QNB Bank | EVP, Chief Operations & Technology Officer | Feb 2016–Dec 2024 | Not disclosed |
| QNB Bank | EVP, Chief Operating Officer | Jan 2025–present | Not disclosed |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bryn Mawr Trust Company | Group Vice President, Information Technology | Jan 2015–Feb 2016 | Not disclosed |
| Continental Bank (Plymouth Meeting, PA) | SVP, Information Technology Director | Mar 2005–Dec 2014 | Not disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $223,650 | $250,000 | $262,500 | $325,000 (approved for 2025; +23.81% YoY) |
| All Other Compensation ($) | $18,048 | $21,886 | $20,954 | — |
| Change in Pension Value & NQDC Earnings ($) | — | $15,742 | $23,669 | — |
- 2025 salary increases were set after an external Executive Compensation Study; Compensation Committee targets the 50th percentile vs peers; annual cash incentive plan maximum payout increased from 24% to 32% beginning 2025 .
- “All Other Compensation” for 2024 includes Retirement Savings Plan contributions of $20,954; spousal expense reimbursement $0 (2023: $1,886; 2022: $115) .
Performance Compensation
Annual Cash Incentive – Structure and Payouts
| Metric | Weighting | Target | Actual Result | Payout ($) 2022 | Payout ($) 2023 | Payout ($) 2024 | Vesting |
|---|---|---|---|---|---|---|---|
| ROAE, EPS Growth, ROAE vs Peers (plan metrics) | Not disclosed | Not disclosed | Not disclosed | $22,363 | $15,000 | $31,500 | Cash; annual (no vesting) |
| 2023 Incentive Opportunity | — | Threshold $2,500 | — | — | — | — | — |
| 2024 Incentive Opportunity | — | Threshold $2,625 | — | — | — | — | — |
| Max Opportunity (2023) | — | Max $60,000 | — | — | — | — | — |
| Max Opportunity (2024) | — | Max $63,000 | — | — | — | — | — |
- Compensation Actually Paid tracked TSR and GAAP net income trends over 2022–2024, indicating alignment of pay with performance .
Option Awards – Grants and Terms
| Grant Date | Options (#) | Exercise Price ($/sh) | Term/Expiration | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 2/20/2019 | 3,375 | 38.15 | 2/15/2024 | — | Pre-2023 grants vest after 3-year period |
| 2/14/2020 | 3,500 | 36.50 | 2/14/2025 | — | Pre-2023 grants vest after 3-year period |
| 2/15/2021 | 3,375 | 32.50 | 2/15/2026 | — | Pre-2023 grants vest after 3-year period |
| 2/15/2022 | 3,500 | 37.26 | 2/15/2027 | — | Pre-2023 grants vest after 3-year period |
| 2/15/2023 | 3,500 | 29.51 | 2/15/2033 | $14,383 | Ten-year term; vest in equal annual installments over five years |
| 2/15/2024 | 3,000 | 23.40 | 2/15/2034 | $9,238 | Ten-year term; vest in equal annual installments over five years |
Program terms:
- 2015 Plan amended effective Jan 1, 2023: max option term increased to 10 years; awards vest 20% each year starting first anniversary unless otherwise specified .
- 2015 Plan expired Feb 24, 2025. 2025 Equity Incentive Plan authorizes 500,000 shares and permits options, restricted stock, RSUs, and other equity awards; minimum one-year vesting; no repricing; awards subject to clawback .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned (#) | Ownership % of Class | Options Included in Beneficial Ownership (#) | Pledged Status |
|---|---|---|---|---|
| Mar 19, 2024 | 10,017 | Less than 1.00% | 7,575 | Shares “not pledged as security” unless indicated; none indicated |
| Mar 18, 2025 | 8,614 | Less than 1.00% | 5,375 | Shares “not pledged as security” unless indicated; none indicated |
Outstanding Equity Awards at FY End (Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/14/2020 | 3,500 | — | 36.50 | 2/14/2025 |
| 2/15/2021 | 3,375 | — | 32.50 | 2/15/2026 |
| 2/15/2022 | — | 3,500 | 37.26 | 2/15/2027 |
| 2/15/2023 | 700 | 2,800 | 29.51 | 2/15/2033 |
| 2/15/2024 | — | 3,000 | 23.40 | 2/15/2034 |
Policies:
- Hedging and monetization transactions prohibited; may not pledge or hold in margin accounts; limited exception for non-margin pledges with demonstrated capacity to repay .
Note: Attempts to retrieve Form 4 insider transactions to assess recent selling/exercises encountered an authorization error; thus, no incremental Form 4 data beyond proxy disclosures is included here.
Employment Terms
| Provision | Detail |
|---|---|
| Change-of-Control Agreements | Cattie is party to a change-of-control agreement; if involuntarily terminated (other than for cause) within three years of a change in control, receives a lump sum equal to two times his average annualized compensation (salary + non‑equity incentive paid) over the five years prior to termination; payments are reduced (cutback) to avoid 280G excise tax . |
| Triggers | Double-trigger (termination without cause within three years following a qualifying change in control) . |
| Potential Payments (hypothetical event at 12/31/2024) | Severance: $516,156; Option vesting (intrinsic value): $43,908; Total: $560,064 . |
| Potential Payments (hypothetical event at 12/31/2023) | Severance: $493,338; Total: $493,338 . |
| Welfare Continuation | Not disclosed for Cattie in proxy tables; welfare continuation values are disclosed for CEO only . |
| Clawback & Forfeiture | Awards subject to any QNB clawback policy; possible forfeiture/reduction for breach of non‑solicit, non‑compete, confidentiality, cause, or “harmful activity” as specified in award agreements . |
Performance & Track Record (Company Context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 Investment Value | 77.14 | 80.31 | 106.44 |
| Net Income ($ thousands) | $15,921 | $9,483 | $11,448 |
- Compensation Actually Paid rose in 2023–2024 and tracked TSR and net income trends, evidencing directional pay-for-performance alignment .
Compensation Committee Analysis
- External consultant Herbein HR conducted an executive compensation study in 2024; findings indicated total compensation for top six executives was below market, with annual incentives skewed toward long-term performance and below-market payout opportunity; actions taken for 2025 included salary adjustments, revising annual cash incentives to increase maximum payout from 24% to 32%, and aligning peer group; Committee targets total compensation at the 50th percentile .
- 2025 Equity Incentive Plan adds RSUs and other equity awards with minimum one-year vesting and bans repricing; enables performance criteria at the Committee’s discretion .
Investment Implications
- Alignment: Cattie’s annual incentives tied to ROAE, EPS growth, and ROAE vs peers, with Compensation Actually Paid tracking TSR and net income trends—constructive for pay-for-performance signaling .
- Retention and selling pressure: Five-year vesting on 2023–2024 option grants spreads realizable value over time, reducing near-term exercise pressure; options accelerate on change-of-control, creating event-driven upside risk; 2025 potential payout increased with higher base pay and incentive cap, improving retention .
- Governance safeguards: Strict hedging/pledging restrictions and clawback/forfeiture provisions enhance alignment and mitigate risk; 280G cutback avoids shareholder-unfriendly tax gross-ups .
- Watch items: 2025 salary step-up (+23.81%) raises fixed cost baseline; absence of disclosed metric weightings/targets limits transparency; monitor future RSU/PSU usage under the new plan and any Form 4 selling/exercises for insider pressure trends .