Scott G. Orzehoski
About Scott G. Orzehoski
Scott G. Orzehoski, age 59, is Executive Vice President and Chief Lending Officer (CLO) of QNB Bank, serving as CLO since 2008 and EVP/CLO since July 2011 after progressively senior commercial lending roles dating back to 1996 . Company performance metrics tied to executive pay include 2024 EPS growth at 18.53% (Optimum), five-year average ROAE at 99.72% of peers (Threshold), and five-year average ROAA at 96.14% of peers (Threshold), which yielded a 12% of base salary cash incentive payout to NEOs for 2024 . Over 2022–2024, QNB’s cumulative TSR rose from 77.14 to 106.44, while GAAP net income moved from $15.9M to $11.4M, framing the pay-versus-performance context during his recent tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QNB Bank | EVP, Chief Lending Officer | July 2011–present | Senior credit leadership; drives lending growth and portfolio quality |
| QNB Bank | SVP, Chief Lending Officer | Feb 2008–June 2011 | Led lending strategy and execution |
| QNB Bank | SVP, Commercial Lending Officer | Jan 2002–July 2011 | Originations/portfolio management for commercial lending |
| QNB Bank | VP, Commercial Lending Officer | Aug 1997–Dec 2001 | Commercial credit and client coverage |
| QNB Bank | AVP, Commercial Lending Officer | Feb 1996–July 1997 | Early leadership in lending, underwriting, and origination |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 (Approved) |
|---|---|---|---|---|
| Base Salary ($) | $284,550 | $305,000 | $318,800 | $330,000 |
| Retirement Savings Plan Contribution ($) | $22,764 | $24,400 | $25,453 | — |
| NQDC: Registrant Contribution ($) | — | $15,000 | $15,000 | — |
| NQDC: Aggregate Earnings ($) | — | $3,392 | $3,392 | — |
| All Other Compensation ($) | $22,764 | $24,400 | $25,453 | — |
Notes:
- NQDC contributions and earnings are immediately 100% vested .
- Mr. Orzehoski is insured under QNB’s split-dollar BOLI; beneficiary receives death proceeds equal to two times current base salary upon vesting conditions (age≥55 and age+service≥70) .
Performance Compensation
Annual Cash Incentive Plan – Structure and 2024 Outcomes
| Metric | Target Grid | Actual | Payout Achieved | Vesting/Payment |
|---|---|---|---|---|
| EPS Growth (1-year) | Threshold 5%; Moderate 6%; Excellent 7%; Optimum 8% → 1.6–6.4% (2025) / 2–8% (2024) of base | 18.53% (2024) | Optimum; included in 12% aggregate payout (2024) | Cash, paid within 2 months post-FY |
| ROAE (3-year avg) | Threshold 9%; Moderate 10%; Excellent 11%; Optimum 12% → 1–4% (2024) of base | 8.00% (2024 avg) | No payout (below threshold) | Cash |
| ROAA (3-year avg) | Threshold 0.84%; Moderate 0.92%; Excellent 1.00%; Optimum 1.08% → 1–4% (2024) of base | 0.70% (2024 avg) | No payout (below threshold) | Cash |
| ROAE vs Peer (5-year avg; 2024) | Threshold 95–105% of peers → 2%; Optimum >105% → 4% | 99.72% | Threshold | Cash |
| ROAA vs Peer (5-year avg; 2024) | Threshold 95–105% of peers → 2%; Optimum >105% → 4% | 96.14% | Threshold | Cash |
- 2024 aggregate cash incentive paid to NEOs: 12% of base salary .
- 2025 plan expands metrics and increases max payout to 32%, adding loan and deposit growth, one- and three-year ROAE, ROAE vs peer (3-year), and 3-year TSR vs peer; minimum one-year vesting across equity awards remains .
Non-Equity Incentive and Options – Multi-Year
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $28,452 | $18,300 | $38,256 |
| Option Award Grant-Date Fair Value ($) | $18,209 | $14,393 | $9,238 |
2024 Grants of Plan-Based Awards (Scott G. Orzehoski)
| Grant Date | Non-Equity Incentive Threshold ($) | Non-Equity Incentive Maximum ($) | Options (#) | Exercise Price ($/sh) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2/15/2024 | $3,188 | $76,512 | 3,000 | $23.40 | $9,238 | 20% annually over 5 years; 10-year term |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 21,042 (includes 5,375 options) |
| Percentage of Class | <1% |
| Shares Pledged | Not indicated; “unless otherwise noted, shares are held individually and not pledged” |
| Hedging/Pledging Policy | Prohibits hedging and pledging; limited exception possible for non-margin loans with demonstrated repayment capacity |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2/14/2020 | 3,500 | — | 36.50 | 2/14/2025 |
| 2/15/2021 | 3,375 | — | 32.50 | 2/15/2026 |
| 2/15/2022 | — | 3,500 | 37.26 | 2/15/2027 |
| 2/15/2023 | 700 | 2,800 | 29.51 | 2/15/2033 |
| 2/15/2024 | — | 3,000 | 23.40 | 2/15/2034 |
Notes:
- Options vest 20% per year over five years for grants 2023 onward; earlier grants vest after three years; 10-year terms apply (10 years and one month for non-qualified options) .
- Options vest immediately upon a change in control; intrinsic value recognized at event .
Employment Terms
| Provision | Details |
|---|---|
| Change-in-Control Agreement | Double trigger: severance payable upon termination without cause within 3 years of a change in control; change-in-control defined (merger, asset sale, ownership thresholds, board composition changes) . |
| Severance Multiple | 2x average annualized compensation (salary + non-equity incentive) over prior five years (Orzehoski) . |
| Potential Payments (Dec 31, 2024) | Severance: $648,346; Option vesting intrinsic value: $43,908; Total: $692,254 . |
| Welfare Continuation | CEO-specific; not disclosed for Orzehoski . |
| Equity Plan Terms | 2025 Equity Incentive Plan permits options, RSUs, restricted stock; minimum one-year vesting; no repricing; per-person limits; director award cap; clawback and forfeiture provisions tied to harmful activity, non-compete/non-solicit, confidentiality, and Termination for Cause . |
| Clawback | Awards subject to QNB’s clawback policy; reimbursement/cancellation possible per policy . |
| Hedging/Pledging & Insider Trading | Hedging and pledging prohibited (limited exception for non-margin loans); pre-clearance and window trading required for insiders . |
| Deferred Compensation | NQDC contributions and earnings immediately 100% vested; used for recruitment and reward . |
| BOLI Split-Dollar | Beneficiary receives death proceeds equal to 2x current base salary; vesting per plan; Mr. Orzehoski is the only NEO insured through BOLI . |
Performance Compensation (Design Detail for 2025)
| Metric | Threshold | Moderate | Excellent | Optimum | Max Payout (of Base) |
|---|---|---|---|---|---|
| EPS Growth (1-yr) [2025] | 5% → 1.6% | 6% → 3.2% | 7% → 4.8% | 8% → 6.4% | 32% total cap |
| ROAE (1-yr) [2025] | 7% → 1.2% | 8% → 2.4% | 9% → 3.6% | 10% → 4.8% | — |
| Loan Growth (1-yr) [2025] | 5% → 1.2% | 6% → 2.4% | 7% → 3.6% | 8% → 4.8% | — |
| Deposit Growth (1-yr) [2025] | 1.5% → 0.8% | 2.5% → 1.6% | 3.5% → 2.4% | 4.5% → 3.2% | — |
| ROAE (3-yr avg) [2025] | 7% → 1.2% | 8% → 2.4% | 9% → 3.6% | 10% → 4.8% | — |
| ROAE vs Peer (3-yr) [2025] | 95% → 1.2% | 98.34% → 2.4% | 101.67% → 3.6% | 105% → 4.8% | — |
| TSR vs Peer (3-yr) [2025] | 95% → 0.8% | 98.34% → 1.6% | 101.67% → 2.4% | 105% → 3.2% | — |
Compensation Structure Analysis
- Total executive compensation targeted at the peer 50th percentile following a 2024 consultant study; 2025 plan increases annual cash incentive max to 32% and shifts focus toward near-term performance metrics (EPS, ROAE, loan/deposit growth, TSR vs peers), reducing prior heavier weighting to long-term metrics .
- Equity mix has been primarily stock options with three- to five-year vesting; the 2025 Equity Incentive Plan adds RSUs and restricted stock with minimum one-year vesting and prohibits repricing, strengthening governance controls .
Risk Indicators & Red Flags
- Hedging and pledging of QNB stock prohibited, reducing misalignment risk; limited non-margin pledge exception exists .
- Clawback and forfeiture provisions embedded in the 2025 Plan tied to harmful activity and restrictive covenants; no tax gross-ups—280G cutback applies to avoid excise taxes .
- Options vest immediately upon change in control; monitor potential concentration of unvested awards converting to vested status at event times .
Equity Ownership & Alignment – Additional Detail
| Category | Vested | Unvested |
|---|---|---|
| Options (#) | 7,575 (2020: 3,500; 2021: 3,375; 2023: 700) | 9,300 (2022: 3,500; 2023: 2,800; 2024: 3,000) |
- 2020 and 2021 options are fully vested and approach expirations in 2025–2026, creating timing windows for exercise decisions .
Investment Implications
- Pay-for-performance alignment: 2024 NEO payout at 12% of base reflects strong EPS growth but weaker three-year ROAE/ROAA; 2025 plan adds growth/TSR metrics that directly tie to CLO-influenced loan/deposit expansion and shareholder outcomes, heightening execution accountability .
- Retention risk appears contained by double-trigger CIC terms (2x five-year average cash comp) and long-dated option vesting schedules; immediate option vesting at CIC introduces potential transaction-related value realization but avoids single-trigger cash acceleration .
- Selling pressure watch: fully vested, near-expiry option blocks from 2020/2021 and ongoing 5-year vesting may lead to structured 10b5-1 sales; hedging/pledging bans and trading window/pre-clearance reduce opportunistic behavior risk .
- Governance signals: addition of RSUs/restricted stock with minimum vesting, clawbacks, and no repricing under the 2025 Plan strengthen risk control and alignment; absence of tax gross-ups and presence of 280G cutback are shareholder-friendly .