Jennifer L. Mann

About Jennifer L. Mann

Independent Class III director of QNB Corp. and QNB Bank since 2015; age 55. Founder and President of JL Mann Consulting, LLC; previously served as a Pennsylvania state representative (1998–2012) and earlier launched and managed a wireless telecommunications business. Holds degrees in government and economics from Lehigh University. Board cites her business experience and legislative background focused on business-friendly economic policies as key qualifications.

Past Roles

External Roles

Board Governance

• Independence: QNB’s Board deems Ms. Mann independent under SEC and Nasdaq standards; Board has an independent chair and a majority of independent directors. Independent directors meet separately at least twice per year.
• Committee assignments (2024 activity shown): Member, Audit; Member, Compensation; not a chair. Signed the Audit Committee Report.
• Board/committee meetings in 2024: Board (12), Audit (5), Compensation (3); Executive (2), Nominating (0). All current directors attended at least 80% of their board and committee meetings; all directors attended the 2024 Annual Meeting.
• Independent sessions & risk oversight: Independent chair; active committee structure; Board oversees risk via Loan and Investment/ALCO committees; quarterly ERM dashboard to Board.

Fixed Compensation

• Director compensation earned in 2024 (Ms. Mann):
  • Cash fees: $37,850; Stock awards: $7,970; Total: $45,820.

• 2025 director fee policy (structure signal): Annual retainer $20,000 (independent Chair $33,000); $950 per Board meeting plus $1,200 if all 12 meetings attended; $500 per committee meeting; Audit Chair +$3,400; Compensation and Nominating Chairs +$2,500. Board adjusted mix in 2025 to bring cash to 25th percentile and equity to 50th percentile of peers to drive greater director equity ownership.

Performance Compensation

• Equity for non-employee directors (plan design): Directors are eligible for awards under the 2025 Equity Incentive Plan (restricted stock, RSUs, options, other equity). Annual per-person cap of 10,000 shares; aggregate cap for non-employee directors of 50,000 shares over the plan term; minimum one-year vesting; no option repricing; clawback applies; performance criteria may be used at Committee discretion.
• 2024 equity received (Ms. Mann): Stock awards fair value $7,970 (grant type not specified in table).
• Note: No director-specific performance metrics tied to Ms. Mann’s equity were disclosed in the proxy; performance goal usage for director awards is permissible but not mandatory under the 2025 plan.

Other Directorships & Interlocks

• Public company directorships: None disclosed for Ms. Mann.
• Non-profit/industry boards: Lehigh Valley Community Foundation; Greater Lehigh Valley Chamber of Commerce Board of Governors.
• Compensation committee interlocks: Compensation Committee composed solely of independent outside directors (Bayles, Brown, Mann, Stauffer); no interlocks or insider participation requiring disclosure.

Expertise & Qualifications

• Business and policy expertise: Entrepreneur/operator (telecom), strategy/consulting (JL Mann Consulting), and legislative experience with focus on business-friendly economic policies.
• Education: Government and economics degrees, Lehigh University.
• Board skills contribution: Governance cites business experience and legislative perspective relevant to entrepreneurship, regulation, and regional economic development.

Equity Ownership

• Beneficial ownership (as of March 18, 2025): 8,754 shares; less than 1% of shares outstanding. Unless otherwise indicated, shares are held individually and not pledged. Total shares outstanding: 3,702,294.

Alignment and trading policies:

• Hedging and pledging: Directors may not hedge QNB securities or hold in margin accounts; pledging as collateral is generally prohibited, with limited exception requiring clear ability to repay without resort to pledged securities.
• Insider trading controls: Directors subject to pre-clearance and trading windows under QNB’s policy.

Governance Assessment

• Strengths

  • Independence and committee leverage: Independent director on both Audit and Compensation Committees; signatory to Audit Committee Report—indicative of engagement in financial oversight.
  • Attendance and engagement: All directors, including Ms. Mann, met at least 80% attendance and attended the 2024 annual meeting; Board meets monthly with active committee cadence.
  • Pay alignment signals: Director pay includes meaningful equity; 2025 adjustments increase equity weight to bolster ownership; equity plan prohibits repricing and includes minimum vesting and clawback.
  • Risk alignment: Robust anti-hedging/pledging policy and insider trading controls applied to directors.

• Watch items

  • External business interests: Ms. Mann operates a consulting firm; no related-party transactions disclosed, but continued monitoring for any QNB/vendor ties is prudent.
  • Related-party lending environment: Aggregate insider/director lending exists in ordinary course ($16,632,426 outstanding as of Feb 28, 2025) and Board policy states such lending does not impair independence if compliant with Regulation O; investor monitoring warranted though consistent with community bank practices.

• No red flags disclosed

  • No committee interlocks, option repricing, hedging/pledging exceptions, or attendance shortfalls disclosed for Ms. Mann.