Randall E. Stauffer
About Randall E. Stauffer
Independent director of QNB Corp. and QNB Bank since 2014; age 70. Retired Chairman/Chief Operating Officer of Stauffer Glove & Safety (2017–2021) and former President of Stauffer Manufacturing (2005–2017); managing member of Stauffer Realty Trust, LLC since 2005. Education: B.S. in Business Administration from Elizabethtown College. The Board identifies him as independent under Nasdaq rules, with attendance at least 80% of Board and committee meetings; all directors attended the May 21, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stauffer Glove & Safety | Chairman/Chief Operating Officer | Jul 2017–Dec 2021 | Led national distributor operations; retired Dec 31, 2021 |
| Stauffer Manufacturing | President | Jan 2005–Jun 2017 | Fourth-generation leadership; various positions since 1976 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stauffer Realty Trust, LLC | Managing Member | Mar 2005–Present | Commercial real estate partnership |
Board Governance
- Independence: Independent non-employee director (majority of Board is independent; independent Chairman structure; executive sessions held at least twice yearly) .
- Committee memberships and chair roles (2024): Member, Compensation Committee; Member, Executive Committee; Not on Audit or Nominating; not a committee chair .
| Committee | Member? | Chair? | Meetings Held 2024 |
|---|---|---|---|
| Board of Directors | Yes | No | 12 |
| Audit | No | — | 5 |
| Compensation | Yes | No | 3 |
| Executive | Yes | No | 2 |
| Nominating & Governance | No | — | 0 |
- Attendance: All current directors (including Stauffer) attended ≥80% of Board and committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
- 2024 Director Pay (non-employee director):
| Component ($) | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $32,725 |
| Stock Awards (fair value) | $7,970 |
| Total | $40,695 |
- 2025 Director Fee Schedule (structure for all directors):
- Annual retainer: $20,000 (Chairman $33,000)
- Board meeting fee: $950 per meeting; $1,200 if all 12 meetings attended
- Committee meeting fee: $500 per meeting
- Committee chair fees: Audit Chair $3,400; Compensation and Nominating Chairs $2,500
Performance Compensation
- Equity awards to directors under the 2025 Equity Incentive Plan (subject to shareholder approval):
| Equity Plan Term | Directors (Non-Employee) |
|---|---|
| Eligible award types | Stock options (ISO/NSO), restricted stock, RSUs, other equity-based awards |
| Aggregate cap for non-employee directors | 50,000 shares (10% of total plan shares) over plan term |
| Per-director annual share limit | 10,000 shares per calendar year |
| Total shares authorized (Plan) | 500,000 (≈2.85% of outstanding) |
| Minimum vesting | One-year minimum vesting for all awards (exceptions for death, disability, retirement per agreement) |
| Performance criteria | May be imposed by Committee (optional), including EPS, ROE/ROA, TSR, peer performance, etc. |
| Repricing prohibition | Repricing of stock options not permitted |
| Clawback | Awards subject to any QNB clawback policy |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited except narrow exceptions (non-margin, demonstrable repayment capacity) |
Note: The proxy does not disclose specific performance metrics attached to director equity grants; the plan permits but does not require performance-based criteria for director awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in QNB’s director biography (principal occupations and other directorships over past five years) |
| Committee roles at other issuers | None disclosed |
| Shared directorships with competitors/suppliers/customers | Not disclosed; Board independence policies address vendor/contractual relationships with directors or affiliates in independence determinations |
Expertise & Qualifications
- Long-tenured operator in a fourth-generation family manufacturing and national safety distribution business; commercial real estate experience as managing member of a real estate partnership .
- Business administration degree; community engagement in Upper Perkiomen Valley noted by the Board .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 54,298 (includes 30,582 shares owned by his wife) |
| Ownership (% of outstanding) | 1.46% (based on 3,702,294 shares outstanding and options outstanding per proxy methodology) |
| Pledge status | None indicated; table notes “not pledged as security” unless otherwise stated |
| Hedging/pledging policy | Company prohibits hedging and margin pledging; limited non-margin pledge exceptions with demonstrated repayment capacity |
Governance Assessment
- Committee influence: Member of Compensation Committee (oversees executive and equity plans) and Executive Committee (board authority between meetings), aligning him with pay oversight and strategic governance; not on Audit/Nominating (limits direct influence on financial reporting and director selection) .
- Independence and engagement: Classified independent; Board has independent chair and majority independent; independent directors hold executive sessions at least twice annually. Attendance ≥80% and presence at 2024 annual meeting support engagement .
- Ownership alignment: Material personal and spousal holdings (1.46%) provide skin-in-the-game; company policies restrict hedging and pledging, strengthening alignment .
- Director pay design: Cash fees modest; equity grants used to increase ownership; plan governance guardrails include award caps for directors, minimum vesting, no repricing, and clawback applicability—favorable for investor confidence .
- Related party exposure: QNB discloses ordinary-course banking relationships and loans with directors/officers under Regulation O terms; aggregate insider indebtedness $16,632,426 as of Feb 28, 2025. No specific related-party transactions disclosed for Stauffer beyond standard banking activity—monitor but not flagged given conforming terms .
- RED FLAGS: None disclosed specific to Stauffer (no hedging/pledging, no attendance issues, no disclosed related-party transactions outside ordinary-course lending). Monitoring items include family-business and real-estate affiliations (potential for vendor relationships), and general insider lending exposure, which the Board treats as compliant with Regulation O in independence determinations .