Laurie A. Bergman
About Laurie A. Bergman
Independent director of QNB Corp. since 2020; age 47. Currently CFO of Legacy Food Group (since July 1, 2024) and serves as Director and Audit Committee Chair at Advanced Emissions Solutions, Inc. (since June 2023). Prior roles include CFO of Liquid Environmental Solutions and senior accounting/finance leadership at UGI and AmeriGas; she holds a BBA in Finance and an MBA from Temple University. QNB classifies her as an independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liquid Environmental Solutions | Chief Financial Officer | Jun 2021 – Jun 2024 | CFO of environmental services business |
| UGI Corporation | VP, Chief Accounting Officer, Corporate Controller | Feb 2019 – May 2021 | Led public company accounting and reporting |
| AmeriGas Propane, Inc. | Chief Accounting Officer & Corporate Controller; Group Director – Financial Planning & Operations; Group Director – Financial Planning & Revenue Management; Director of Financial Analysis & Planning; Assistant Controller; Manager – Disbursements | 2006 – 2019 (various roles/dates) | Progressive finance/ops leadership across accounting and planning |
| CIGNA Corporation | Financial Analysis Specialist; Disbursement Operations Manager | 2001 – 2005 | Finance and disbursements roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Legacy Food Group | Chief Financial Officer | Jul 1, 2024 – present | Operating CFO role |
| Advanced Emissions Solutions, Inc. | Director; Audit Committee Chair | Jun 2023 – present | Public company directorship; audit leadership |
Board Governance
- Committee assignments: Member, Audit Committee; Board member. Not a committee chair at QNB.
- Independence: QNB’s Board deems Bergman independent under SEC and Nasdaq standards.
- Attendance: All directors attended at least 80% of their Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting.
- Board leadership: Independent, non-employee Chairman; independent directors meet in executive session at least twice a year.
Meetings held in 2024:
| Body | Meetings (2024) |
|---|---|
| Board | 12 |
| Audit | 5 |
| Compensation | 3 |
| Executive | 2 |
| Nominating | 0 |
Fixed Compensation
2024 actual director compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $30,650 |
| Stock Awards | $7,970 |
| Total | $38,620 |
2025 director pay program (structure):
| Element | Amount/Terms |
|---|---|
| Annual retainer (non-chair) | $20,000 |
| Chairman retainer | $33,000 |
| Board meeting fee | $950 per meeting; +$1,200 if all 12 attended |
| Committee meeting fee | $500 per meeting |
| Audit Chair additional fee | $3,400 |
| Compensation/Nominating Chair additional fee | $2,500 |
The Board’s 2024 compensation study found board pay below peers (cash at ~25th percentile); for 2025 the cash component was moved to 25th percentile and equity to 50th percentile to increase equity alignment.
Performance Compensation
- 2024 stock awards for Bergman totaled $7,970; proxy does not disclose performance conditions specific to director equity awards.
- Under the 2025 Equity Incentive Plan, non-employee directors are eligible for stock options, restricted stock, RSUs, and other equity awards; performance criteria may be used but are not mandatory. Minimum one-year vesting applies to awards. Aggregate director awards under the plan are capped at 50,000 shares, with a per-director annual limit of 10,000 shares.
Plan terms relevant to directors:
| Plan Attribute | Term |
|---|---|
| Total shares authorized | 500,000 (≈2.85% of outstanding) |
| Aggregate cap for non-employee directors | 50,000 shares (10% of plan) |
| Per non-employee director annual limit | 10,000 shares |
| Minimum vesting | One year (with limited exceptions) |
| Performance criteria | Allowed at Committee discretion; not required |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Advanced Emissions Solutions, Inc. | Director; Audit Chair | Only public company directorship disclosed in proxy; no QNB-related business ties disclosed. |
Expertise & Qualifications
- CFO and chief accounting officer experience at public companies; Board cites her leadership of corporate accounting functions in large publicly traded organizations as key qualification.
- Education: BBA (Finance) and MBA, Temple University.
- Audit oversight: Member of QNB’s Audit Committee; QNB’s designated Audit Committee Financial Expert is Scott R. Stevenson.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Pledged |
|---|---|---|---|
| Laurie A. Bergman | 1,414 | <1% | None indicated; unless otherwise noted, shares are held individually and not pledged. |
Policy safeguards:
- QNB prohibits hedging and short transactions in QNB securities; prohibits pledging or margin accounts for QNB securities (with narrow exception requiring demonstrated repayment capacity).
Governance Assessment
- Strengths: Independent director; Audit Committee member; separate audit leadership experience as Audit Chair at another public company; attendance threshold met by all directors; explicit anti-hedging/anti-pledging policy; director pay mix includes equity and has been adjusted to increase equity alignment in 2025.
- Alignment: Personal ownership of 1,414 shares; equity awards continue under 2025 plan with limits and minimum vesting; director equity awards can be structured for longer-term alignment.
- Potential watch items: Combined commitments (QNB Audit member, CFO of Legacy Food Group, and Audit Chair at Advanced Emissions Solutions) warrant monitoring for time/overboarding considerations; proxy discloses no attendance shortfalls or committee underperformance.
- Conflicts/related-party exposure: Proxy discloses no material related-party transactions with directors; ordinary-course banking relationships permitted on market terms with aggregate indebtedness to the directors/officers group of $16.6 million as of Feb 28, 2025.