James J. Clarke
About James J. Clarke
James J. Clarke, Ph.D., is an independent director of Quaint Oak Bancorp, Inc. (QNTO), serving since 2007, with deep expertise in asset/liability management (ALM), strategic planning, and board/management education; he previously spent 30 years as Professor of Finance and Economics at Villanova University (1972–2002) and is Principal of Clarke Consulting (since 2002) . Clarke is 83 years old and currently chairs Quaint Oak Bank’s Asset and Liability Committee (ALCO), reflecting specialized balance sheet risk oversight experience . The Board has determined Clarke is independent under Nasdaq listing standards, and all directors attended the May 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Villanova University | Professor of Finance and Economics | 1972–2002 | Academic leader; built finance/econ expertise |
| Wright Investors’ Service (privately held) | Director; Chair, Audit Committee | 2002–2018 | Led audit oversight; governance and controls |
| First Financial Bank; Chester Valley Bancorp, Inc. (public holding company) | Director | 2004–2005 | Public company board experience |
| Phoenixville Federal Bank & Trust | Trustee | 2011–2015 | Community bank oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clarke Consulting (Villanova, PA) | Principal | 2002–present | Specializes in ALM, strategic planning, board/management education |
| Reliance Bank (Altoona, PA) | Trustee | Since Aug 1995 | Long-standing fiduciary role |
Board Governance
- Independence: Clarke is one of a majority of independent directors; independent directors include Clarke, DiPiero, Gant, Ozkan, Phillips, and Vettori .
- Committee assignments (holding company): Member, Nominating & Corporate Governance Committee; not on Audit or Compensation at the holding company .
- Committee leadership (bank-level): Chair, ALCO Committee; receives chair fees per meeting .
- Attendance: Board met 13 times in 2024; no director attended fewer than 75% of board and committee meetings; all directors attended the May 2024 annual meeting .
- Board structure: Chair and CEO roles separated; Chair is independent (Robert J. Phillips) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| 2024 Fees Earned (Clarke) | $13,400 | Director fees at bank level |
| Annual Director Retainer (Bank level) | $4,500 | Excludes executives Strong, Augustine, Gonzalez |
| Board Meeting Fee | $575 per meeting; one paid absence permitted per year | Paid only if attended |
| Committee Meeting Fee | $300 per meeting | Audit, Compensation, Nominating & Corporate Governance, Loan, ALCO |
| Chair Fees (ALCO, Risk Mgmt, Strategic Banking Initiatives) | $375 per committee meeting; Clarke as ALCO Chair | Audit Chair $450; Comp Chair $375 |
| Chairman of the Board Monthly Fee | $1,625 per month (Chair, Phillips) | Governance context |
Performance Compensation
| Award Type | Grant Details | Vesting | Strike/Expiration |
|---|---|---|---|
| Restricted Stock (RSUs) | 1,000 shares to each non-employee director in 2023; grant-date value $18.00 per share | 20% per year starting May 10, 2024; fully vested May 10, 2028 | n/a |
| Stock Options | 5,000 options to each non-employee director in 2023 | 20% per year starting May 10, 2024; fully vested May 10, 2028 | $18.00 strike; expire May 10, 2033 |
Vesting schedule for Clarke (derived from disclosed terms):
| Metric | 2024 | 2025 | 2026 | 2027 | 2028 |
|---|---|---|---|---|---|
| RSUs Vesting (#) | 200 | 200 | 200 | 200 | 200 |
| Options Vesting (#) | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 |
Outstanding equity at 12/31/2024:
| Metric | Quantity |
|---|---|
| Unvested Stock Awards (RSUs) | 800 |
| Outstanding Options | 5,100 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Chester Valley Bancorp, Inc. (holding co. of First Financial Bank) | Public (historical) | Director (2004–2005) | Historical public board; no current interlock disclosed |
| Wright Investors’ Service | Private | Director; Audit Chair (2002–2018) | Private; audit oversight background |
| Reliance Bank | Private/community bank | Trustee (since 1995) | Community bank trustee; no related-party transactions reported at QNTO |
- Related-party transactions: QNTO disclosed no loans outstanding to directors/executives at 12/31/2024; any loans to related persons are at market terms comparable to non-related customers .
Expertise & Qualifications
- ALM and bank strategy specialist; Principal at Clarke Consulting (ALM, strategic planning, board education) .
- Academic credentials: Ph.D.; long-tenured finance/economics professor (Villanova University) .
- Audit oversight: Former Audit Committee Chair at Wright Investors’ Service .
- Banking governance: Trustee roles at Reliance Bank and Phoenixville Federal Bank & Trust .
- QNTO notes no SEC-defined “audit committee financial expert” on its Audit Committee (contextual governance signal for overall board) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 70,540 | Includes joint holdings with spouse |
| % of Shares Outstanding | 2.7% | 2,627,323 shares outstanding on record date |
| Options exercisable within 60 days | 2,100 | Included in beneficial ownership per SEC rules |
| Share awards vesting within 60 days | 200 | Included in beneficial ownership |
| Jointly held with spouse | 33,600 | Footnote (7) detail |
Governance Assessment
- Strengths: Independent director with decades of banking and ALM expertise; chairs ALCO, reinforcing balance sheet risk oversight; strong attendance; board separation of Chair and CEO; majority-independent board .
- Alignment: Holds 2.7% of outstanding shares; possesses both RSUs and options, creating multi-year alignment; no pledging disclosed .
- Compensation structure: Modest cash fees and standardized equity awards; clear vesting and expiration terms; no director-specific meeting fees outside normal policy; chair fees only for roles held .
- Red flags/risks: Section 16(a) late Form 4 reporting (one transaction in 2024; note proxy typographical “Clark” reference); absence of an SEC-defined audit committee financial expert on QNTO’s Audit Committee; advanced age (succession planning consideration) .
- Related parties: No outstanding director/officer loans; related-person loans (if any) on standard terms .
RED FLAGS: Late Section 16(a) reporting for one transaction in 2024 ; lack of designated SEC “audit committee financial expert” across the Audit Committee .
Appendix: Committee Map (Context)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | DiPiero, Gant, Phillips | DiPiero | 10 |
| Compensation | Phillips, DiPiero | Phillips | 1 |
| Nominating & Corporate Governance | Clarke, Gant, Phillips, Strong | Strong | 2 |
| ALCO (Bank-level) | Clarke (Chair) | Clarke | Not disclosed |
Notes: All directors attended the May 2024 annual meeting; Board met 13 times in 2024; no director under 75% attendance threshold .