Randy S. Bimes
About Randy S. Bimes
Randy S. Bimes, age 63, is QNB Corp.’s independent, non-employee Chairman of the Board (since 2024) and a director of QNB and QNB Bank (since 2020). He is Managing Partner of Quakertown Veterinary Clinic (since 1996), co-founded MAVANA and served as VP of Operations (2017–2020), and sits on the Terravet REIT board (since 2022); he chairs the Community Veterinary Partners (CVP) Medical Advisory Board (since 2016). Dr. Bimes holds Bachelor of Science and Doctorate degrees from the University of Illinois College of Veterinary Medicine, and the Board cites his experience in business development, M&A, strategic planning, and community leadership as core credentials; he meets Nasdaq independence standards and serves as QNB’s independent Chairman.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quakertown Veterinary Clinic | Managing Partner | Aug 1996–present | Business development, strategic planning; community leadership cited by QNB as qualifications |
| MAVANA (national aggregation of veterinary practices) | Co-founder; VP of Operations | 2017–2020 | Aggregation/M&A and operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terravet REIT | Director | Since 2022 | Board service; industry network |
| Community Veterinary Partners | Medical Advisory Board Chair | 2016–present | Clinical governance oversight; advisory leadership |
Board Governance
| Committee | Role | Notes |
|---|---|---|
| Board of Directors | Chairman | Independent non-employee Chairman; majority of directors independent |
| Executive Committee | Chair | Authorized to exercise full Board authority between meetings |
| Nominating & Governance Committee | Member | Develops director criteria; oversight of Board/committee evaluations |
- Independence: QNB states Bimes meets SEC/Nasdaq independence standards; Board structure includes an independent Chairman and non-independent CEO, with a majority independent Board.
- Attendance & engagement: All current directors attended at least 80% of aggregate Board/committee meetings in 2024; all were present at the May 21, 2024 annual meeting. Meetings held in 2024: Board (12), Audit (5), Compensation (3), Executive (2), Nominating (0).
- Executive sessions: Independent directors meet separately at least twice a year without management.
Fixed Compensation
| Component | Amount | Period/Terms |
|---|---|---|
| Fees earned in cash | $74,700 | 2024 director cash fees |
| Stock awards (fair value) | $7,970 | 2024 director stock grant (type not specified) |
| Total | $82,670 | 2024 total non-employee director compensation |
2025 Director Fee Schedule (applicable to Bimes)
| Component | Amount | Eligibility/Notes |
|---|---|---|
| Annual retainer – Chairman of the Board | $33,000 | Bimes is Chairman |
| Board meeting fee | $950 per meeting | Plus $1,200 if all 12 meetings are attended |
| Committee meeting fee | $500 per meeting | All committees |
| Chair adders (Audit) | $3,400 | Audit Committee Chair only (not applicable to Bimes) |
| Chair adders (Compensation; Nominating) | $2,500 each | Committee Chairs (not applicable to Bimes as Executive Chair) |
Performance Compensation
Director Equity Awards Context
| Element | Key Terms | Notes |
|---|---|---|
| Plan | QNB Corp. 2025 Equity Incentive Plan | Replaces 2015 plan; 500,000 shares authorized (~2.85% of outstanding) |
| Eligible participants | Employees and non-employee directors | Directors capped at 50,000 shares in aggregate over plan term |
| Per-person share limit | 10,000 shares per calendar year | Applies to employees and non-employee directors |
| Award types | ISOs, NSOs, Restricted Stock, RSUs, Other Equity-based | Minimum one-year vesting; clawback applies; no option repricing allowed |
| Director stock awards (2024) | $7,970 fair value | Grant type not specified in proxy; aligns with shift to heavier equity mix for directors |
Company Incentive Metrics (for context; executive plan, not director-linked)
| Metric | Threshold | Moderate | Excellent | Optimum |
|---|---|---|---|---|
| One-year EPS growth (bonus %) | 5% (1.60%) | 6% (3.20%) | 7% (4.80%) | 8% (6.40%) |
| One-year ROAE (bonus %) | 7% (1.20%) | 8% (2.40%) | 9% (3.60%) | 10% (4.80%) |
| One-year loan growth (bonus %) | 5.00% (1.20%) | 6.00% (2.40%) | 7.00% (3.60%) | 8.00% (4.80%) |
| One-year deposit growth (bonus %) | 1.50% (0.80%) | 2.50% (1.60%) | 3.50% (2.40%) | 4.50% (3.20%) |
| Three-year ROAE (bonus %) | 7.00% (1.20%) | 8.00% (2.40%) | 9.00% (3.60%) | 10.00% (4.80%) |
| Three-year ROAE vs. peers (bonus %) | 95.00% (1.20%) | 98.34% (2.40%) | 101.67% (3.60%) | 105.00% (4.80%) |
| Three-year TSR vs. peers (bonus %) | 95.00% (0.80%) | 98.34% (1.60%) | 101.67% (2.40%) | 105.00% (3.20%) |
| Total payout potential | 8.00% | 16.00% | 24.00% | 32.00% |
- Note: QNB’s Board compensation study increased directors’ equity mix to the 50th percentile in 2025 to drive ownership alignment; cash moved to the 25th percentile. Director equity awards are not tied to the executive incentive metrics above.
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Counterparty Exposure |
|---|---|---|
| Terravet REIT | Director (since 2022) | Real estate in veterinary ecosystem; no QNB-related transactions disclosed |
| Community Veterinary Partners | Medical Advisory Board Chair (since 2016) | Advisory role; no QNB-related transactions disclosed |
- QNB discloses ordinary-course banking with directors/officers at market terms and loans made under Regulation O; aggregate outstanding to the group was $16,632,426 as of Feb 28, 2025; no individual related-party transactions for Bimes are disclosed.
Expertise & Qualifications
- Business development, mergers and acquisitions, and strategic planning experience from managing a multi-location veterinary enterprise and national practice aggregation; cited by QNB as basis for Board leadership.
- Community leadership and local market presence enhance stakeholder engagement in QNB’s footprint.
- Independent Board leadership experience as Chairman; committee leadership on Executive and service on Nominating.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Randy S. Bimes | 247,734 | 6.66% | Includes 224,447 shares owned jointly with spouse; unless otherwise indicated, shares are not pledged |
- Hedging/pledging: QNB policy prohibits hedging and pledging of QNB securities; limited exceptions for pledging may be granted if the individual can repay the loan without resort to the securities. No pledge is indicated for Bimes in the beneficial ownership table.
Governance Assessment
- Strengths: Independent, non-employee Chairman; majority-independent Board with independent executive sessions; Bimes chairs Executive Committee and serves on Nominating; 2024 attendance ≥80% and full annual meeting participation; compensation design shifts toward equity to strengthen ownership alignment.
- Alignment: Material ownership at 6.66% creates strong “skin-in-the-game” alignment with shareholders.
- Conflicts & related-party exposure: QNB reports ordinary-course director/officer banking and loans under Reg O; Board has determined compliant lending and deposit relationships do not impair independence; no Bimes-specific related-party transactions disclosed.
- Compensation structure: As Chairman, Bimes’ fixed cash retainer and meeting fees are complemented by annual stock awards; no indication of performance-conditioned director equity grants; audit/comp/nom chair premia do not apply to Executive Committee chair.
- Policies: Robust restrictions on hedging and pledging; insider trading policy requires pre-clearance and trading windows; Audit Committee charter and whistleblower policy in place.
- RED FLAGS: None disclosed specific to Bimes (no pledging, no related-party transactions noted). Watchpoints include concentration of influence (independent Chair + 6.66% stake) and aggregate insider loans (ordinary course) requiring continued Reg O compliance.