Andrew E. DiPiero, Jr.

About Andrew E. DiPiero, Jr.

Andrew E. DiPiero, Jr., Esq., is an independent director of Quaint Oak Bancorp (QNTO) and Chair of the Audit Committee. He is an attorney with Baratta Law LLC (since November 2011) and previously a Partner at Stampone, D’Angelo, Renzi, DiPiero, P.C. (since June 2004). He has served as a Director since 1984 and is age 72. Credentials include Board Certified Civil Trial Advocate, AV Preeminent (Martindale-Hubbell), and “Super Lawyer” recognition each year since 2006; he has also served as a volunteer Judge Pro Tempore in the Philadelphia Court of Common Pleas (as disclosed in prior proxy) . The Board identifies him as an independent director under Nasdaq standards .

Past Roles

External Roles

• No other public company directorships disclosed in the director biography and proxy summaries .

Board Governance

• Independence: Identified as an independent director by the Board under Nasdaq standards .
• Committee leadership: Audit Committee Chair; also a member of the Compensation Committee .
• Committee composition (Audit): Andrew E. DiPiero (Chair), Kenneth R. Gant, Robert J. Phillips .
• Financial expert disclosure: The Board has not identified an SEC-defined “audit committee financial expert” among Audit Committee members (a potential governance concern for some investors) .
• Meetings and attendance:
  • Board meetings in 2024: 13; no director attended fewer than 75% of the Board and committee meetings on which they served .
  • Audit Committee met 10 times in 2024; Compensation Committee met once; Nominating & Corporate Governance Committee met twice .
  • All directors attended the May 2024 annual meeting of shareholders .

Note: The CEO (Mr. Strong) serves as Chair of the Nominating & Corporate Governance Committee, which some investors may view as a governance risk to independent nominations processes .

Fixed Compensation

Fee schedule (Quaint Oak Bank directors; excludes executive directors):

• Annual cash retainer: $4,500
• Board meeting fee: $575 per meeting (one paid absence permitted)
• Committee meeting fee (Audit, Compensation, Nominating & Corporate Governance, Loan, ALCO): $300 per meeting (paid only if attended)
• Chair premiums:
  • Audit Committee Chair: $450 per meeting (DiPiero)
  • Compensation Committee Chair: $375 per meeting
  • Other committee chairs (ALCO, Risk Management, Strategic Banking Initiatives): $375 per meeting
• Chairman of the Board additional fee: $1,625 per month (applies to Board Chair, not DiPiero)

Performance Compensation

Equity program and grants (directors):

• 2023 awards: Each non-employee director received 1,000 restricted shares and 5,000 options under the 2023 Stock Incentive Plan; time-vested at 20% per year starting May 10, 2024; options strike: $18.00; expiration: May 10, 2033. No performance metrics disclosed (time-based vesting) .

Outstanding director equity (DiPiero):

Awards and options near-term exercisability (as of record date Mar 25, 2025):

Other Directorships & Interlocks

• Interpersonal relationship: Messrs. Ager and DiPiero are brothers-in-law (Ager retired from the Board effective September 11, 2024) .
• No other public company directorships for DiPiero disclosed in proxy materials reviewed .

Expertise & Qualifications

• Practicing attorney with deep regional market knowledge (Delaware and Lehigh Valley) .
• Board Certified Civil Trial Advocate; AV Preeminent rating; “Super Lawyer” annually since 2006 .
• Volunteer Judge Pro Tempore in the Philadelphia Court of Common Pleas (disclosed in prior proxy) .
• Audit Committee leadership experience; however, the Board has not designated an SEC-defined audit committee financial expert among Audit members .

Equity Ownership

Beneficial ownership as of March 25, 2025:

Ownership footnotes and composition:

• Includes 2,000 shares held by spouse and 11,000 shares held in an individual retirement account .
• For beneficial ownership calculations, options exercisable within 60 days and share awards vesting within 60 days are included: 6,000 options and 200 share awards for DiPiero .

Governance Assessment

• Strengths:

  • Independent director with longstanding institutional knowledge; Audit Committee Chair .
  • Consistent attendance: no director fell below 75% in 2024; participated in the May 2024 annual meeting .
  • Meaningful equity alignment via ongoing time-based RSUs and options; outstanding 9,000 options and 800 unvested shares as of 12/31/2024 .

• Potential concerns / RED FLAGS:

  • Audit Committee has no SEC-designated financial expert, while DiPiero serves as Chair, which some investors may view as a gap in financial oversight rigor .
  • Very long tenure (director since 1984) may raise perceived independence concerns for some governance frameworks despite formal independence status .
  • The CEO chairs the Nominating & Corporate Governance Committee, which may reduce perceived independence of the director nomination process .
  • Director equity awards are time-based without disclosed performance metrics, which may weaken direct pay-for-performance linkage for directors (though common for many boards) .