Scott R. Stevenson
About Scott R. Stevenson
Independent director and Audit Committee Chair at QNB Corp. (QNBC) since 2015; age 64. President/CEO of Phoebe Ministries since June 2008 (also served as CFO 2006–2017), with prior roles as CFO of Graduate Hospital and VP of Financial Operations at Diakon Lutheran Social Ministries. He holds a Bachelor’s in Accounting and an MBA in Healthcare Systems Management; designated by the Board as the Audit Committee financial expert since March 1, 2020. The Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phoebe Ministries | President/CEO; previously CFO | CEO since Jun-2008; CFO 2006–2017 | Leads nonprofit senior services; financial and internal controls expertise |
| Graduate Hospital (Philadelphia) | Chief Financial Officer | Not disclosed | Healthcare finance leadership |
| Diakon Lutheran Social Ministries | VP, Financial Operations | Not disclosed | Operations/finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CHHSM (Council for Health and Human Service Ministries) | Board member | Not disclosed | Nonprofit governance |
| Highmark Blue Shield | Regional Advisory Board member | Not disclosed | Advisory role (insurance) |
| New Life Bible Fellowship | Elder Board | Not disclosed | Community role |
| LeadingAge PA | Board Trustee | Not disclosed | Senior care industry association |
Board Governance
- Independence/structure: Independent director; Board has independent, non-employee Chair; majority independent; independents meet in executive session at least twice per year.
- Committee assignments (2024): Chair, Audit Committee; Member, Nominating & Governance Committee. Not on Compensation or Executive Committees.
- Audit Committee financial expert: Designated since Mar 1, 2020.
- Attendance: All directors attended at least 80% of Board and committee meetings in 2024; all directors attended the May 21, 2024 annual meeting.
- Meetings held 2024: Board (12), Audit (5), Compensation (3), Executive (2), Nominating (0).
- Shareholder support: Re-elected (Class III) on May 21, 2024 with 1,856,482 votes “For,” 51,113 “Withheld,” 494,528 broker non-votes.
- Say-on-pay 2025: 1,821,422 For; 62,497 Against; 9,134 Abstain; frequency vote favored triennial (1,611,163 votes for 3 years).
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $33,250 | Director cash fees |
| Stock Awards | $7,970 | Annual equity to directors |
| Total | $41,220 | No options or non-equity incentive for directors |
2025 director fee schedule (effective for directors other than the CEO):
- Annual retainer: $20,000; Chair retainer: $33,000.
- Meeting fees: $950 per Board meeting; +$1,200 if all 12 meetings are attended.
- Committee fees: $500 per committee meeting; Audit Chair additional $3,400; Compensation and Nominating Chairs additional $2,500.
- Board compensation benchmarking: 2024 study found board pay below 25th percentile; cash moved to 25th percentile and equity to 50th percentile in 2025 to increase equity alignment.
Performance Compensation
No performance-based pay disclosed for non-employee directors; no non-equity incentive plan compensation or options reported for 2024.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed beyond QNB. |
| Compensation Committee interlocks | Compensation Committee comprised of Bayles, Brown, Mann, Stauffer; committee entirely independent; no interlocks disclosed. Stevenson is not a member. |
Expertise & Qualifications
- Financial expertise: Former CFO; Board-designated Audit Committee financial expert (GAAP, internal controls, audit oversight).
- Industry/functional: Healthcare systems management, risk oversight, senior management experience.
- Governance: Service on multiple nonprofit boards; experience with whistleblower, audit pre-approval and auditor oversight practices via Audit Committee.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Scott R. Stevenson | 1,700 | <1% | Held individually; no pledge indicated. |
- Anti-hedging/pledging: Directors prohibited from hedging, shorting, or pledging QNB securities (limited pledge exceptions require demonstrating repayment capacity; margin accounts prohibited).
- Director equity plan: 2025 Equity Incentive Plan includes restricted stock/RSUs for non-employee directors with minimum 1-year vesting, annual per-director cap of 10,000 shares, and aggregate director awards capped at 50,000 shares over plan term; awards subject to clawback and potential forfeiture for harmful activity.
Related-Party Exposure and Conflicts
- Related-party transactions policy: Loans and banking services may be provided to directors and affiliates in the ordinary course on substantially the same terms as to non-related customers; such compliant relationships do not affect independence under Board determinations.
- Aggregate insider lending: $16,632,426 outstanding to directors/officers and related parties as of Feb 28, 2025 (individual borrowers not disclosed).
Governance Assessment
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Strengths
- Independent director; Audit Chair and SEC-designated financial expert with CFO background; enhances financial reporting oversight.
- Strong shareholder support in 2024 re-election; Board majority independent with independent Chair and executive sessions.
- Clear anti-hedging/pledging policy; 2025 equity plan introduces stronger equity alignment and clawbacks for directors.
- Attendance at least 80% across Board/committees; all directors attended 2024 annual meeting.
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Watch items
- Nominating Committee did not meet in 2024, which may signal limited refreshment or oversight cadence. RED FLAG (process)
- Direct QNB share ownership is modest (1,700 shares, <1%); proxy does not disclose director ownership guidelines to benchmark alignment. RED FLAG (disclosure gap)
- Bank engages in ordinary-course lending to directors/affiliates (Reg O-compliant), which requires continued oversight to avoid perceived conflicts.
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Shareholder feedback signals
- Say-on-pay 2025 passed comfortably (1.82M For); frequency vote favored triennial, consistent with Board recommendation, indicating general investor confidence.