John J. Augustine
About John J. Augustine
John J. Augustine, CPA, is Executive Vice President and Chief Financial Officer of Quaint Oak Bancorp (ticker: QNTO) and CFO/Treasurer of Quaint Oak Bank; he has served as a Director since 2000 and as CFO since October 5, 2009, with EVP titles added in 2016 (Bancorp) and 2013 (Bank); he is age 72 . He is not classified as an independent director under Nasdaq rules and is not listed on the Audit, Compensation, or Nominating & Corporate Governance Committees; the Board reported no director below 75% attendance in 2024 . Pay-versus-performance disclosure shows company TSR improving from 53.55 in 2023 to 94.78 in 2024 alongside net income growth from $2,020k to $2,795k, contextualizing incentive outcomes for 2024 . Shares outstanding at the 2025 record date were 2,627,323, relevant for ownership percent calculations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teleflex, Inc. | Senior Audit Manager | Feb 2006 – Sep 2009 | Led audit oversight at a public industrial company, strengthening financial controls experience . |
| JJA Consulting | Self-employed Consultant | Jan 2004 – Feb 2006 | Provided advisory services; broadened finance/operations problem-solving credentials . |
| Reda Sports, Inc. | EVP & CFO | Mar 1997 – Jan 2004 | Corporate finance leadership in retail/wholesale, adding private company CFO execution experience . |
| Vista Bancorp, Inc. | Vice President & Controller | n/a | Deepened financial institution accounting leadership; bank controller experience . |
| Germantown Savings Bank | Assistant Controller | n/a | Bank accounting foundation; contributes to long-tenured FI expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| (None disclosed) | — | — | The “Public Directorships” column for Augustine lists no other public boards beyond Quaint Oak; no additional external public company boards disclosed . |
Board Service and Governance
- Director since 2000; not independent under Nasdaq standards; not a member of Audit, Compensation, or Nominating & Corporate Governance committees per the committee table .
- ESOP trustee: Augustine (with Aimee K. Ott) serves as trustee of the ESOP Trust; allocated/unallocated shares voting noted—this dual fiduciary role can create overlapping responsibilities to participants and shareholders .
- Board leadership: Chairman (Phillips, independent) is separate from CEO (Strong), which the Board states enhances oversight; Augustine serves as a management director (CFO) under this structure .
- Attendance: No director attended fewer than 75% of Board and applicable committee meetings in 2024 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 265,000 | 265,000 |
| All Other Compensation ($) | 14,938 | 13,697 |
| Total Fixed ($) | 279,938 | 278,697 |
All Other Compensation includes ESOP allocations (valued at $10.40 stock price at 12/31/2024) and life insurance premiums; miscellaneous benefits < $10k are excluded .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Bonus (Cash) ($) | 0 | 25,667 |
| Stock Awards – RSUs (Grant-Date Fair Value) ($) | 81,000 (grant-date price $18.00) | 0 |
| Option Awards (Grant-Date Fair Value) ($) | 48,900 | 0 |
| Compensation Actually Paid (Item 402(v)) – Non-PEO Avg ($) | 78,556 (avg for Augustine & Gonzalez) | 283,520 (avg for Augustine & Gonzalez) |
Annual Incentive Design and Performance Matrix (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Loan Growth | n/a | n/a | n/a | Included in bonus pool; Augustine payout $25,667 | Cash (immediate) |
| Checking Growth | n/a | n/a | n/a | Included in bonus pool | Cash (immediate) |
| Subsidiary Production | n/a | n/a | n/a | Included in bonus pool | Cash (immediate) |
| Return on Assets | n/a | n/a | n/a | Included in bonus pool | Cash (immediate) |
| Efficiency Ratio | n/a | n/a | n/a | Included in bonus pool | Cash (immediate) |
| Texas Ratio | n/a | n/a | n/a | Included in bonus pool | Cash (immediate) |
| CAMEL Rating | n/a | n/a | n/a | Included in bonus pool | Cash (immediate) |
2024 bonus pool base: 10% of consolidated net income of Quaint Oak Bank (excluding Bancorp income), with total executive cash payout capped at 120% of the pool; aggregate executive payouts were ~33.6% of the pool . Pay-versus-performance shows CAAP rising vs 2023 alongside net income growth and TSR improvement, aligning with increased realized pay for non-PEO NEOs .
Equity Awards – Structure and Vesting
- RSUs: 2023 grants valued at $18.00/share; Augustine’s $81,000 grant implies ~4,500 RSUs; vest 20% annually starting May 10, 2024; fully vested by May 10, 2028 .
- Stock Options: 2023 grant at $18.00 strike; 20% annual vesting commencing May 10, 2024; expire May 10, 2033 . Prior 2018 grant at $13.30 strike; fully vested by May 9, 2023; expire May 9, 2028 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 129,316 |
| Ownership (% of Outstanding) | 4.9% (2,627,323 shares outstanding) |
| Shares Detail | Includes 3,000 spouse; 25,200 IRA; 14,457 in 401(k); 21,132.8718 ESOP; plus options/awards per footnotes |
| RSUs Unvested (12/31/2024) | 3,600 (market value $37,440 @ $10.40) |
| RSUs Vesting Within 60 Days of 3/25/2025 | 900 |
| Options Exercisable Within 60 Days of 3/25/2025 | 23,000 |
| Option Strikes | $18.00 (2023 grant); $13.30 (2018 grant) |
| Option Expirations | May 10, 2033 (2023 grant); May 9, 2028 (2018 grant) |
| Stock Price (12/31/2024) | $10.40 (used for valuation of awards/ESOP allocations) |
| In-the-Money Option Value (12/31/2024) | $0 (stock price below $13.30 and $18.00 strikes) |
| ESOP Trustee Role | Augustine and Ott serve as ESOP trustees, with voting mechanics for allocated/unallocated shares described |
Implication: Near-term selling pressure is more likely from RSU vesting (900 shares vest near record date, and 20% annually thereafter) than option exercises, given options were out-of-the-money at $10.40 year-end price .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date | Amended & restated agreements dated February 12, 2025 |
| Term | 3 years with annual auto one-year renewal unless 30–90 days’ notice given |
| Minimum Base Salary | $265,000 (Augustine) |
| Bonus Eligibility | Discretionary, determined by Board |
| Benefits | Participation in employee plans; expense reimbursement; unlimited PTO (Board approved) |
| Non-Compete | 1 year post-termination |
| Non-Solicit | 3 years post-termination |
| Severance – Pre-CIC (No Cause / Good Reason) | Lump sum equal to 3× current base salary; paid within 30 days |
| Severance – Post-CIC Adverse Action (Double Trigger) | Lump sum equal to 2.99× average annual compensation (last 3 calendar years), subject to 280G cutback; definition aligned with 409A |
| 280G Treatment | Cutback to avoid >3× threshold; no excise tax/gross-up; deductible by company subject to 162(m) |
| Retirement Programs | 401(k) with potential matching/profit sharing; ESOP with contributions and vesting rules; 2024 ESOP contribution $94,370 |
Performance & Pay Versus Performance
| Metric | 2023 | 2024 |
|---|---|---|
| Company TSR – $100 Initial Investment | 53.55 | 94.78 |
| Net Income ($000s) | 2,020 | 2,795 |
| Non-PEO NEO CAAP (Avg) ($) | 78,556 | 283,520 |
From 2023 to 2024, compensation actually paid to non-PEO NEOs (Augustine and Gonzalez) increased ~261%, driven by lower share-based loss adjustments, while TSR rose and net income increased ~38% .
Governance, Policies, and Signals
- Say-on-Pay cadence: Advisory “say on pay” proposal presented at 2025 meeting; Board recommends every three years going forward .
- Director compensation: Executive directors (Strong, Augustine, Gonzalez) are excluded from director fee arrangements; non-employee directors receive cash retainers/meeting fees and 2023 equity grants vesting 20% annually; separate chairman stipend applies .
- Section 16 compliance: Augustine (and others) reported one late Form 4 in 2024, indicating a minor reporting lapse .
- Related party transactions: No loans outstanding to directors/executives; related-person transactions, if any, are on market terms and none were outstanding at year-end 2024 .
Investment Implications
- Alignment and retention: Augustine’s sizable ownership (4.9%) with ESOP/401(k)/IRA holdings and ongoing RSU vesting reflects multi-channel skin-in-the-game; near-term liquidity events are RSU-driven as options remain out-of-the-money at $10.40, limiting exercise-related selling pressure .
- Incentive design and performance linkage: 2024 bonus pool tied to operational/credit/efficiency metrics and net income base supports pay-for-performance; improved TSR and net income coincided with higher “compensation actually paid” for NEOs, signaling better alignment versus 2023 .
- Contract economics and change-in-control: Strong retention protections (double-trigger 2.99× average comp and 3× base salary pre-CIC) with 280G cutback (no gross-ups) limit parachute tax friction but create material payout exposure in change events; non-compete/non-solicit durations indicate post-exit risk mitigation .
- Governance considerations: CFO-director dual role and ESOP trustee fiduciary overlay warrant monitoring for independence and voting dynamics; however, separation of Chair/CEO and committee independence mitigate board-level oversight risk .