Robert J. Phillips
About Robert J. Phillips
Robert J. Phillips is Chairman of the Board of Quaint Oak Bancorp, Inc. (since 2007) and Quaint Oak Bank (since 1984), and is classified as an independent director under Nasdaq rules. He is currently retired; previously he served as President of Shipping Connections, Inc. (1996–2003). He has served as a director since 1968 and is age 78. Phillips maintains strong community ties as a director and past president of the Centennial Education Foundation and the Southampton Business and Professional Association. The Board separates the Chair and CEO roles, with Phillips as independent Chair and Robert T. Strong as CEO, to enhance oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quaint Oak Bancorp, Inc. | Chairman of the Board | 2007–present | Independent Chair; separation of Chair/CEO enhances oversight |
| Quaint Oak Bank | Chairman of the Board | 1984–present | Board leadership; community liaison |
| Shipping Connections, Inc. | President | Oct 1996–Oct 2003 | Operating leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centennial Education Foundation | Director; past President | Not disclosed | Community liaison |
| Southampton Business & Professional Association | Director; past President | Not disclosed | Community liaison |
Board Governance
- Committee assignments: Audit Committee (member), Compensation Committee (Chair), Nominating & Corporate Governance Committee (member). The Compensation Committee met once in 2024; the Nominating & Corporate Governance Committee met twice; the Audit Committee met ten times.
- Independence: Board determined a majority of directors are independent; Phillips is independent under Nasdaq rules.
- Attendance: Board held 13 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the May 2024 annual meeting.
- Board leadership: Roles of Chair and CEO are separated; Phillips serves as independent Chair; Strong is CEO.
- Notable governance observations: CEO chairs the Nominating & Corporate Governance Committee—a potential independence concern at the committee level.
Fixed Compensation
| Item | FY 2024 |
|---|---|
| Annual director retainer (Quaint Oak Bank) | $4,500 |
| Board meeting fee | $575 per meeting |
| Committee meeting fee | $300 per meeting |
| Compensation Committee Chair fee (Phillips) | $375 per meeting |
| Chairman of the Board fee | $1,625 per month |
| Total fees earned by Phillips (2024) | $35,450 |
- Members of the Board receive no compensation for membership on the Board of Quaint Oak Bancorp; fees above apply to Quaint Oak Bank board service.
Performance Compensation
| Award Type | Grant (Plan/Year) | Quantity | Grant Date Fair Value | Vesting Schedule | Exercise Price | Expiration |
|---|---|---|---|---|---|---|
| Restricted Stock (RSUs) | 2023 Stock Incentive Plan | 1,000 shares (per non-employee director) | $18.00 per share | 20% per year commencing May 10, 2024; fully vested May 10, 2028 | N/A | N/A |
| Stock Options | 2023 Stock Incentive Plan | 5,000 options (per non-employee director) | Not disclosed | 20% per year commencing May 10, 2024; fully vested May 10, 2028 | $18.00 | May 10, 2033 |
- Aggregate equity awards outstanding at FY-end (Phillips): Stock awards 800; Option awards 9,115. These reflect cumulative outstanding awards, beyond the 2023 grants.
- Performance metrics: None disclosed for director awards; vesting is time-based.
Other Directorships & Interlocks
| Company/Organization | Board Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Other U.S. public companies | Not disclosed | Not disclosed | No other public directorships disclosed in proxy |
Expertise & Qualifications
- Long-tenured bank governance and community leadership; Chairman since 1984 (Bank) and 2007 (Bancorp); director since 1968.
- Compensation oversight as committee chair; audit and governance committee experience.
- Community network through education and local business associations.
Equity Ownership
| Holder/Instrument | Amount | Notes |
|---|---|---|
| Beneficial ownership (Phillips) | 80,272 shares | 3.0% of outstanding shares |
| Shares outstanding | 2,627,323 | As of record date Mar 25, 2025 |
| Joint holdings with spouse | 72,004 shares | Included in beneficial ownership |
| Spouse holdings | 608 shares | Included in beneficial ownership |
| IRA holdings | 1,345 shares | Included in beneficial ownership |
| Options exercisable within 60 days | 6,115 | Included in beneficial ownership per SEC rules |
| Share awards vesting within 60 days | 200 | Included in beneficial ownership per SEC rules |
| Aggregate equity awards outstanding at FY-end | 800 stock awards; 9,115 options | Total outstanding (not just within 60 days) |
- Pledging/hedging: No disclosure regarding pledging or hedging of company stock in the proxy.
Governance Assessment
- Strengths: Independent Chair; separation of Chair/CEO roles; consistent attendance; meaningful personal ownership (~3.0%) supports alignment; Compensation Committee chaired by an independent director (Phillips).
- Concerns/Red flags: CEO chairs the Nominating & Corporate Governance Committee (not best practice for independence); Audit Committee lacks an SEC-defined “financial expert” (Board believes members have sufficient expertise); limited Compensation Committee meeting frequency (one meeting in 2024) may signal lower cadence of formal oversight.
- Related-party safeguards: No loans outstanding to directors or related persons at year-end 2024; related-party transactions (if any) made on market terms.
- Shareholder oversight: Board recommends triennial say-on-pay; shareholders previously recommended triennial frequency in 2019.