W. Randall Stauffer

About W. Randall Stauffer

Independent director of QNB Corp. and QNB Bank since 2014; age 70. Retired Chairman/COO of Stauffer Glove & Safety (2017–2021), with a Bachelor of Science in Business Administration from Elizabethtown College. Tenured operator from a fourth-generation family enterprise with ongoing role as managing member of Stauffer Realty Trust, LLC. The Board deems him independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Independence: Determined independent by the Board under SEC/Nasdaq standards; majority of the 10-member Board is independent.
• Committee assignments (current): Compensation Committee member; Executive Committee member; not a chair.
• Board/committee meeting cadence (2024): Board 12; Audit 5; Compensation 3; Executive 2; Nominating 0. All directors attended ≥80% of combined Board/committee meetings; all directors attended the 2024 annual meeting.
• Board leadership: Independent non-employee Chairman (Randy S. Bimes) and CEO as non-independent director; independent directors meet in executive session at least twice per year.

Fixed Compensation

• Director equity compensation framework updated in 2025: Board compensation study raised cash to ~25th percentile and equity to ~50th percentile to tilt compensation toward equity ownership.

Performance Compensation

2025 Equity Incentive Plan (covers employees and non-employee directors):

• Share authorizations: 500,000 total; cap of 50,000 shares to non-employee directors across plan term; ≤10,000 shares per director per calendar year.
• Award types: Incentive/non-qualified stock options, restricted stock, RSUs, other equity; minimum 1-year vesting; performance criteria may be applied but are not mandatory.
• Performance criteria menu (examples): EPS, ROE, ROA, TSR, revenue, cash flow, stock price, peer performance, special projects; goals must be set by the Compensation Committee for performance grants.
• Prohibitions: No option repricing; no option grants below fair value; limits cannot be increased without shareholder approval.
• Clawback/forfeiture: Plan subject to clawback; awards may be reduced/forfeited for harmful activity, breach of covenants, termination for cause, etc.

Other Directorships & Interlocks

• Compensation Committee interlocks: Committee entirely independent (Bayles, Brown, Mann, Stauffer); no interlocking relationships requiring disclosure.

Expertise & Qualifications

• Industry/functional experience: Multi-decade operating leadership in distribution/manufacturing; commercial real estate oversight.
• Education: BS in Business Administration, Elizabethtown College.
• Board skill fit: Business management, community engagement in QNB’s footprint; governance experience via Compensation and Executive Committees.

Equity Ownership

Alignment considerations:

• Ownership guidelines: New directors required to obtain 800 shares within one year (example noted for Dr. Ray‑Chaudhuri). Stauffer’s holdings materially exceed this level.
• Hedging/pledging: Company prohibits hedging/short positions and pledging/margin accounts, with limited exceptions requiring ability to repay without resort to pledged securities. No pledge indicated for Stauffer’s shares.

Say-on-Pay & Shareholder Feedback

• 2025 Say-on-Pay: Approved with 1,821,422 For, 62,497 Against, 9,134 Abstain; broker non-votes 479,279.
• Frequency: Shareholders supported triennial (3 years) with 1,611,163 votes (vs 227,732 for 1-year).
• Equity Plan: 2025 Equity Incentive Plan approved (For 1,739,149; Against 136,040; Abstain 17,864; broker non-votes 479,279).
• Director elections: Re-elected as Class II director in 2023 (For 1,932,100; Withheld 226,905; broker non-votes 436,477).

Related Party Transactions & Conflicts

• Banking relationships: The Bank extends loans/deposits to directors and affiliates in ordinary course on market terms; aggregate outstanding indebtedness to directors/officers and affiliates was $16,632,426 (Feb 28, 2025). The Board has determined such Reg O‑compliant lending and typical customer accounts do not impair independence.
• No material related-party transactions disclosed for Stauffer beyond ordinary-course banking.

Governance Assessment

• Strengths:

  • Independence affirmed; no committee interlocks or related-party conflicts disclosed; active roles on Compensation and Executive Committees.
  • High ownership (1.46% of shares), supporting strong alignment; equity-heavy director pay structure increasingly emphasizes stock ownership.
  • Robust policies: Prohibitions on hedging/pledging; clawback and forfeiture provisions in equity plan; independent Chairman with routine executive sessions.
  • Attendance and shareholder support signals: ≥80% attendance; strong say‑on‑pay approval; equity plan support; prior re‑election with significant votes.

• Watch items:

  • Executive Committee membership alongside CEO may necessitate continued oversight of independent processes in urgent matters.
  • Family business and real estate interests warrant ongoing review to avoid any non‑ordinary‑course transactions with QNB; none disclosed to date.

• Overall: Governance posture and equity alignment are supportive of investor confidence; no red flags identified around attendance, independence, hedging/pledging, or related-party exposure as disclosed.

Director Compensation Mix (2024)

Committee Memberships (Current)

Policies and Restrictions

• Code of Ethics and Governance documents available on investor relations website.
• Insider trading policy: Pre-clearance, window periods, and Section 16 compliance; prohibits trading on MNPI.
• Hedging/pledging restrictions: No hedging/short positions; no pledging or margin accounts except limited exceptions.