Courtney L. Covelens
About Courtney L. Covelens
Age 43; Executive Vice President, Chief Retail Officer and Chief Business Banking Officer at QNB Bank since January 1, 2023. Previously Senior Vice President, Commercial Lending Officer (2014–2022) and earlier branch roles advancing to VP/Branch Manager (2000–2014) . During her tenure in the EVP role, company TSR (value of initial fixed $100 investment) improved from 80.31 (2023) to 106.44 (2024), while GAAP net income rose from $9.5M (2023) to $11.4M (2024); 2024 EPS growth was 18.53%, driving a 12% of base salary cash incentive payout to NEOs including Covelens . Education is not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QNB Bank | EVP, Chief Retail Officer & Chief Business Banking Officer | 2023–present | Leads retail banking and business banking growth and execution |
| QNB Bank | SVP, Commercial Lending Officer | 2014–2022 | Commercial loan origination and portfolio management |
| QNB Bank | Branch positions advancing to VP/Branch Manager | 2000–2014 | Retail branch leadership and customer growth |
External Roles
No external public company directorships or outside roles are disclosed in the proxy for Covelens .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 154,014 | 200,000 | 209,000 |
| Bonus ($) | — | — | — |
| Stock/Option Awards (Grant-date FV, $) | 5,203 | 14,393 | 9,238 |
| Non-Equity Incentive Plan Compensation ($) | 15,400 | 12,000 | 25,080 |
| Change in Pension Value & NQDC Earnings ($) | — | 15,742 | 18,392 |
| All Other Compensation ($) | 12,594 | 16,065 | 16,736 |
| Total ($) | 187,211 | 258,200 | 278,446 |
- 2025 Base Salary approved: $235,000 (up 12.44% from $209,000 in 2024) .
- All Other Compensation – components disclosed: Retirement Savings Plan contributions $12,439 (2022), $16,000 (2023), $16,686 (2024); reimbursement of spousal expenses $155 (2022), $65 (2023), $50 (2024) .
Performance Compensation
Annual Cash Incentive Plan Structure (2024 actuals; 2025 new design)
| Component | Weighting/Payout Scale | Target Levels | 2024 Actual | 2024 Payout Result |
|---|---|---|---|---|
| EPS Growth (1-year) | 2%/4%/6%/8% of salary for 5%/6%/7%/8% EPS growth (2024 design) | Threshold 5%, up to Optimum 8% | 18.53% (Optimum achieved) | Optimum component earned |
| ROAE (3-year avg) | 1%/2%/3%/4% of salary for 9%/10%/11%/12% (2024 design) | Threshold 9%, up to Optimum 12% | 8.00% (below Threshold) | No payout from this component |
| ROAA (3-year avg) | 1%/2%/3%/4% of salary for 0.84%/0.92%/1.00%/1.08% (2024 design) | Threshold 0.84%, up to Optimum 1.08% | 0.70% (below Threshold) | No payout from this component |
| Peer ROAE (5-year vs peers) | 2% at 95–105%, 4% at >105% (2024 design) | Threshold 95–105%, Optimum >105% | 99.72% (Threshold) | Threshold component earned |
| Peer ROAA (5-year vs peers) | 2% at 95–105%, 4% at >105% (2024 design) | Threshold 95–105%, Optimum >105% | 96.14% (Threshold) | Threshold component earned |
| Aggregate Payout (2024) | Total potential 8%/12%/16%/24% (design) | — | Sum of above | 12% of base salary paid to NEOs (Covelens received $25,080 = 12% of $209,000) |
2025 redesign adds one- and three-year ROAE, EPS, and loan/deposit growth plus 3-year ROAE vs peers and 3-year TSR vs peers; payout potential now 8%/16%/24%/32% of salary with EPS growth and business growth components added .
Equity Awards and Vesting
| Award | Grant Date | Quantity | Exercise Price | Term | Vesting | Grant-date FV ($) |
|---|---|---|---|---|---|---|
| Non-qualified stock options | 2/15/2024 | 3,000 | $23.40 | 10 years | 20% per year over 5 years | 9,238 |
Outstanding options at FY-end 2024 (exercisable vs unexercisable):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 2/14/2020 | 750 | — | $36.50 | 2/14/2025 |
| 2/15/2021 | 750 | — | $32.50 | 2/15/2026 |
| 2/15/2022 | — | 1,000 | $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 |
Equity award practices: Annual grants approved at January Board meeting for February 15, exercise price set at prior business day close after Q4 earnings release; no timing around MNPI; options granted historically with 3–5 year vesting .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (as of Mar 18, 2025) | 5,459 shares; includes 2,750 options exercisable within 60 days; percent of class: “*” (less than 1%) |
| Shares pledged as collateral | None indicated; shares “not pledged as security” unless otherwise noted |
| Hedging/pledging policy | Hedging and short positions prohibited; margin accounts and pledging prohibited except limited exceptions for non‑margin loans with demonstrated repayment capacity |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Change-in-control agreement | Lump sum = 2× average annualized compensation (salary + non‑equity incentive) over the five years prior to termination; applies to involuntary termination without cause within 3 years of CoC; excise-tax cutback to avoid 4999 tax |
| Potential payments (assumed termination at 12/31/2024) | Severance $342,275; option vesting (intrinsic value) $43,908; total $386,183 under CoC involuntary termination/Good Reason |
| Option vesting upon CoC | Options vest immediately; amounts reflect intrinsic value |
| Clawback and forfeiture | Awards subject to Company clawback policy; forfeiture/recoupment for breach of non‑compete/non‑solicit/confidentiality, termination for cause, or harmful activity |
| Non‑compete/non‑solicit scope (Plan) | Forfeiture triggers include solicitation/hiring of employees, soliciting customers, and engaging in competitive business activity within defined periods; harmful activity provisions apply during employment and six months post‑termination with broader non‑compete described |
Investment Implications
- Pay-for-performance alignment: 2024 payout reflected strong EPS growth (Optimum) but balanced by weaker multi-year ROAE/ROAA, resulting in a 12% salary payout; 2025 plan increases max cash incentive to 32% and adds loan/deposit growth and peer TSR, raising sensitivity to annual performance and potentially increasing annual cash comp variability .
- Retention and selling pressure: Multi-year option vesting (5-year for 2023+ grants) creates ongoing vesting over 2025–2028, which can be a catalyst for periodic Form 4 activity; immediate option vesting on CoC reduces retention friction but is standard; no pledging permitted, mitigating forced selling risk .
- Alignment and ownership: Beneficial ownership is less than 1% with limited absolute share count; options are the primary equity exposure historically (RSU/PSU capability added in 2025 plan), suggesting future awards could shift mix toward RSUs for stronger retention/ownership alignment without leverage .
- Downside protection and governance: Clawback, anti-hedging, and non‑compete/non‑solicit forfeiture terms provide governance safeguards; excise-tax cutback avoids shareholder‑unfriendly gross‑ups; consultant review found 2024 total comp below market, prompting 2025 salary increase (12.44% for Covelens), which may reduce departure risk near term but raises fixed-cost base .