Gerald E. Gorski
About Gerald E. Gorski
Independent director since January 1, 2024; age 64. President of Gorski Engineering, Inc. (civil and environmental engineering) with extensive commercial engineering experience across PA/NJ; B.S. in Civil and Environmental Engineering from Clarkson University; Professional Engineer. Current community roles include Chairman, Montgomery County Development Corporation (since 2020), and Vice Chairman, Montgomery County Foundation (since 2017). The Board cites his commercial engineering knowledge in QNB’s market area as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gorski Engineering, Inc. | President | Nov 2003–present | Land development and building design leadership across PA/NJ |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Montgomery County Development Corporation | Chairman | 2020–present | Economic development leadership |
| Montgomery County Foundation | Vice Chairman | 2017–present | Community foundation governance |
Board Governance
- Independence: Determined independent under SEC/Nasdaq rules; majority-independent board; independent-only executive sessions occur at least twice per year .
- Committee assignments: No current committee roles listed for Mr. Gorski; serves on the Board (no Audit/Compensation/Executive/Nominating seats) .
- Attendance: All current directors met ≥80% attendance across Board/committee meetings in 2024; all directors attended the May 21, 2024 Annual Meeting .
- Hedging/pledging: Company policy prohibits hedging, short positions, and pledging/margin accounts for directors, with limited non‑margin exceptions subject to capacity-to-repay .
| 2024 Meetings | Board | Audit | Compensation | Executive | Nominating |
|---|---|---|---|---|---|
| Meetings held | 12 | 5 | 3 | 2 | 0 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $41,000 | Non-employee director fees |
| Stock awards | $3,993 | Equity grant value |
| Total | $44,993 | 2024 total compensation |
2025 director fee structure (non-employee):
- Annual cash retainer: $20,000; Chairman retainer: $33,000 .
- Meeting fees: $950 per Board meeting; $1,200 bonus if all 12 Board meetings are attended .
- Committee meeting fee: $500; Audit Chair additional $3,400; Compensation and Nominating Chairs additional $2,500 .
Performance Compensation
- Equity plan eligibility: Non-employee directors are eligible under the 2025 Equity Incentive Plan with minimum one-year vesting; annual per-director grant cap 10,000 shares; aggregate director cap 50,000 shares; total plan authorization 500,000 shares (~2.85% of shares outstanding) .
- Award types: Non-qualified/incentive stock options, restricted stock, RSUs, and other equity-based awards; no repricing permitted; awards may include performance criteria at Committee discretion .
- Clawbacks/forfeiture: Subject to clawback policy and reduction/forfeiture for harmful activity or termination for cause .
| Plan Metric Categories (if performance-based is used) | Description |
|---|---|
| EPS, ROE, ROA | Earnings per share, return metrics that may be set as performance goals |
| TSR, Stock Price | Shareholder return/price-based criteria |
| Loan/Deposit Growth, Asset Quality | Operating/credit metrics |
| Peer Performance | Performance vs. peer benchmarks |
| Special Projects | Committee-defined initiatives |
Board compensation benchmarking shift: 2025 adjustments moved cash to peer 25th percentile and equity to peer 50th percentile to drive director equity ownership .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Gorski Engineering, Inc. | Private | President | None disclosed with QNB customers/suppliers |
| Montgomery County Development Corporation | Non-profit | Chairman | None disclosed |
| Montgomery County Foundation | Non-profit | Vice Chairman | None disclosed |
No public company directorships disclosed in Mr. Gorski’s biography .
Expertise & Qualifications
- Professional Engineer; civil/environmental engineering; land development/building design across PA/NJ .
- Board’s assessment: Commercial engineering knowledge and market-area experience qualify him for QNB board service .
- Community leadership: Chairs and serves on local civic boards, indicating stakeholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gerald E. Gorski | 287 | <1% | Unless otherwise indicated, shares held individually and not pledged |
Company-wide policy prohibits hedging and pledging QNB stock, with narrow exceptions to non‑margin pledges requiring demonstrated capacity to repay .
Governance Assessment
- Independence and structure: Independent director with no executive ties; board has independent Chair and majority independent composition; independent sessions are held—supportive for oversight .
- Committee footprint: No current committee roles; limits direct influence on audit/compensation/nominating agendas; engagement should be monitored for future committee assignments .
- Attendance and engagement: Met required attendance thresholds; attended the annual meeting—adequate engagement signal .
- Ownership alignment: Low personal share ownership (287 shares, <1%); however, board has increased equity component to 50th percentile in 2025 to enhance director alignment .
- Compensation mix: 2024 mix primarily cash with modest equity; 2025 structure continues cash retainers plus equity grants under the new plan; clawbacks and anti-hedging improve alignment and risk control .
- Conflicts/related-party: Ordinary-course banking relationships with directors (loans/deposits) permitted under Reg O on market terms; aggregate director/officer indebtedness $16.63M outstanding as of Feb 28, 2025; no material related-party transactions specific to Mr. Gorski disclosed. Independence determinations consider compliant lending neutral to independence .
RED FLAGS to monitor:
- Low personal ownership vs. enhanced equity plan—watch equity grant sizing and vesting for non-employee directors .
- Potential business interactions between QNB and entities led by Mr. Gorski (e.g., Gorski Engineering); none disclosed, but ongoing review of related-party sections is prudent .
- Ensure continued compliance with anti-hedging/pledging and absence of pledging exceptions .