Ranajoy Ray-Chauduri
About Ranajoy Ray-Chaudhuri
Independent director of QNB Corp. and QNB Bank since 2022; age 49. Associate Professor of Economics and Finance at Muhlenberg College with masters and doctorate in Economics from The Ohio State University; research focuses on financial regulation history, regulatory changes, central banking, monetary policy, and financial development’s impact on growth . The Board classifies him as independent under SEC and Nasdaq standards; independent directors meet separately at least twice annually without management, and all current directors met at least 80% attendance in 2024 and attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Muhlenberg College | Assistant Professor of Economics and Finance | Aug 2015 – Jul 2021 | Teaching in Money & Banking, Macroeconomics; academic research in financial regulation and monetary policy |
| Muhlenberg College | Associate Professor of Economics and Finance | Aug 2021 – Present | Brings regulatory and central bank expertise to board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed in proxy | N/A | No other public company directorships listed in director biography |
Board Governance
- Independence: The Board identifies Ray-Chaudhuri as independent; Board leadership features an independent non-employee Chairman and a majority of independent directors .
- Executive sessions: Independent directors meet at least twice yearly without management .
- Attendance: All current directors met ≥80% attendance at Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Committee service: Member, Audit Committee (not Chair); not listed on Compensation, Executive, or Nominating Committees .
- Audit Committee activity: Audit Committee held 5 meetings in 2024; chaired by Scott R. Stevenson (Audit Committee financial expert) .
| Committee | Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Board of Directors | Yes | No | 12 |
| Audit Committee | Yes | No | 5 |
| Compensation Committee | No | N/A | 3 |
| Executive Committee | No | N/A | 2 |
| Nominating Committee | No | N/A | 0 |
Fixed Compensation
- 2024 non-employee director compensation (QNB Corp.):
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $29,350 |
| Stock awards | $7,970 |
| Option awards | $0 |
| Non-equity incentive plan compensation | $0 |
| Total | $37,320 |
- 2025 director fee schedule (forward-looking structure):
- Annual retainer: Directors $20,000; Chairman $33,000
- Board meeting fee: $950 per meeting; plus $1,200 if all 12 meetings attended
- Committee meeting fee: $500 per meeting; Audit Chair +$3,400; Compensation and Nominating Chairs +$2,500
Performance Compensation
- Stock awards for directors are granted under equity plans; for 2024, Ray-Chaudhuri received stock awards valued at $7,970; no options were granted to directors .
- QNB’s 2025 Equity Incentive Plan permits awards to non-employee directors with a minimum one-year vesting; awards may (but need not) include performance criteria at the Committee’s discretion .
- Clawback and forfeiture: Awards are subject to clawback and potential reduction/forfeiture for specified conduct (e.g., harmful activity, termination for cause) .
| Plan Feature | Detail |
|---|---|
| Vesting requirement | Minimum one-year vesting for all awards |
| Eligible director awards | Options, restricted stock, RSUs, other equity-based awards (aggregate non-employee director awards limited to 50,000 shares over plan term) |
| Performance criteria (optional) | Committee may set criteria; not mandatory for awards |
| Clawback | Subject to company clawback policy; recoupment possible |
| Forfeiture/recoupment triggers | Non-compete/non-solicit breaches, harmful activity, termination for cause |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed |
| Committee chair roles at QNB | None (Audit member, not chair) |
| Interlocks/conflicts | None disclosed; Compensation Committee interlocks section reports no interlocks among members (Ray-Chaudhuri is not a member) |
Expertise & Qualifications
- Advanced economics training (masters, PhD) with specialization in financial regulation, central banking, and macroeconomic policy—skills relevant to bank risk oversight and audit committee work .
- Teaching focus in Money & Banking and Macroeconomics; academic perspective enhances regulatory and policy oversight capability .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Shares beneficially owned | 1,414 shares (as of March 18, 2025) |
| % of shares outstanding | Less than 1% |
| Pledged as collateral | Not indicated; unless otherwise noted, shares are held individually and not pledged |
| Options/derivatives | None disclosed for director; hedging and pledging generally prohibited by policy |
Governance Assessment
- Strengths: Independent director; Audit Committee member; robust attendance and engagement in 2024; Board prohibits hedging/pledging and mandates trading windows and pre-clearance for insiders; no material related-party transactions disclosed; loans to directors/officers are on ordinary terms per Regulation O .
- Alignment: Receives annual equity grants in addition to cash fees; Board adjusted director compensation in 2025 to increase equity component toward the 50th percentile and cash toward the 25th percentile to drive equity ownership alignment .
- Watch items: Ownership is modest in absolute terms (<1%); he does not hold committee chair roles; no other public company directorships disclosed, limiting external board network effects .