Robert T. Strong
About Robert T. Strong
Robert T. Strong, age 78, is Chief Executive Officer of Quaint Oak Bancorp, Inc. and Quaint Oak Bank (CEO since March 2007 at the holding company and since June 2001 at the bank) and has served as a director since 2000 . In 2024, compensation actually paid to the PEO increased as the company’s net income rose 38.4% year over year, while TSR decreased 5.2% versus 2023, indicating a mixed alignment between pay and shareholder returns for the period . He beneficially owns 284,708 shares (10.7%), providing meaningful “skin in the game” . The board separates the Chair and CEO roles (Chair: independent director Robert J. Phillips), but Strong chairs the Nominating and Corporate Governance Committee while serving as CEO, a governance trade-off that affects independence optics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Strong Financial Corporation | Owner and President | — | Entrepreneurial operating experience; informs growth and credit culture |
| Prime Bank (Fort Washington, PA) | Senior Vice President, Residential Mortgage Banking | — | Deep mortgage/loan production background supporting bank growth |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $369,724 | $350,000 (Strong elected to take $350,000; committee-approved base in agreement is $376,000) |
| Annual Cash Bonus | $0 | $30,800 |
| All Other Compensation | $22,320 | $21,240 |
| Total Reported Compensation | $521,944 | $402,040 |
- Base salary policy: Compensation Committee set Strong’s base salary at $376,000, but beginning in 4Q23 he elected to take $350,000 regardless of the recommendation .
- Director fees: Employee directors (including Strong) do not receive holding company board fees; bank board fees apply to non-employee directors only .
Performance Compensation
Annual Cash Incentive Design (2024)
- Funding: Bonus pool base amount = 10% of consolidated bank net income for 2024; aggregate executive payouts capped at 120% of the pool and totaled ~33.6% of the pool .
- Performance matrix metrics used: loan growth, checking growth, subsidiary production, return on assets, efficiency ratio, Texas Ratio, CAMEL rating; individual weightings/targets not disclosed .
| Element | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Cash Bonus (Strong) | Multi-metric matrix (loan growth, checking growth, subsidiary production, ROA, efficiency, Texas Ratio, CAMEL) | Not disclosed | Not disclosed | $30,800 paid | Cash; immediate |
Equity Awards and Vesting
- 2023 Stock Incentive Plan awards: RSUs vest 20% per year starting May 10, 2024; options vest on the same schedule; options expire May 10, 2033; strike $18.00 .
- 2018 Stock Incentive Plan options: strike $13.30; fully vested by May 9, 2023; expire May 9, 2028 .
| Award | Grant/Status at YE | Quantity | Strike/Grant FV | Vesting | Expiration |
|---|---|---|---|---|---|
| RSUs (2023 Plan) | Unvested at 12/31/2023 | 4,500; $51,750 MV | $18.00 grant basis | 20% annually each May 10, 2024–2028 | — |
| RSUs (2023 Plan) | Unvested at 12/31/2024 | 3,600; $37,440 MV (price $10.40 on 12/31/2024) | — | Same as above | — |
| Options (2023 Plan) | Unexercisable at 12/31/2023 | 15,000 | $18.00 | 20% annually each May 10, 2024–2028 | 5/10/2033 |
| Options (2023 Plan) | Exercisable/Unexercisable at 12/31/2024 | 3,000 / 12,000 | $18.00 | Ongoing | 5/10/2033 |
| Options (2018 Plan) | Exercisable at 12/31/2024 | 14,962 | $13.30 | Fully vested 5/9/2023 | 5/9/2028 |
Observations:
- With a $10.40 share price on 12/31/2024, both the $18.00 (2033) and $13.30 (2028) option tranches were out-of-the-money, reducing near-term exercise/selling pressure .
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Total beneficial ownership | 284,708 shares (10.7% of outstanding) |
| Shares outstanding (record date) | 2,627,323 as of March 25, 2025 |
| Equity awards within 60 days | 20,962 options; 900 share awards (counted in beneficial ownership under SEC rules) |
| Holdings composition (illustrative items) | Includes 195,885 shares jointly with spouse; 22,742 shares in IRA; 10,375 shares in 401(k); 33,844.8196 ESOP shares |
- Stock ownership guidelines and pledging/hedging policies: Not disclosed in the cited sections.
- ESOP: Company contributed $94,370 in 2024 to acquire shares for reallocation to participants (vesting schedule noted in plan) .
Employment Terms
Key terms of the amended and restated employment agreement (effective February 12, 2025):
| Provision | Summary |
|---|---|
| Title/Term | CEO of Corporation and Bank; term through Dec 31, 2027 with annual auto-renewal unless notice 30–90 days prior to year-end |
| Minimum Base Salary | $376,000; bonuses at Board discretion |
| Benefits | Participation in benefit plans; unlimited PTO (with Board approval) |
| Non-Compete | 1 year post-termination; Mid-Atlantic states scope; 1% passive ownership carve-out |
| Non-Solicit | 3 years post-termination (employees and customers) |
| Pre-CIC Severance | Termination without cause or for “good reason”: lump sum = 3x current base salary (within 30 days) |
| CIC Severance | Double trigger (termination without cause/for good reason within 24 months post-CIC): lump sum = 2.99x Average Annual Compensation (within 5 business days) |
| 280G Cutback | Payments reduced to avoid excise tax; no tax gross-up |
| Regulatory Conditions | FDIA 18(k)/12 CFR Part 359 limitations; termination/suspension provisions if ordered by regulators |
Board Governance
- Roles: Strong is a director and Chair of the Nominating & Corporate Governance Committee while CEO; Compensation Committee has no current/former officers; Audit Committee meets with external auditors; majority of the board is independent .
- Leadership structure: Chair and CEO roles are separated; Chair is independent (Phillips); rationale is enhanced oversight and CEO focus on operations/strategy .
- Attendance: In 2024 the board held 13 meetings; no director attended <75% of meetings/committees served .
Performance & Track Record
Financial performance (fiscal years):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $19,411,000* | $5,292,000* | $8,156,000* |
| Net Income | $7,863,000* | $2,020,000* | $2,795,000* |
Values retrieved from S&P Global.*
Shareholder return context (Pay vs Performance disclosure):
| Measure | 2023 | 2024 |
|---|---|---|
| TSR – Value of initial $100 investment | $53.55 | $94.78 |
| Company Net Income (thousands) | $2,020 | $2,795 |
- Proxy narrative notes 2024 compensation actually paid rose as the loss on share-based awards declined versus 2023, alongside a 38.4% increase in net income and a 5.2% decrease in TSR year over year .
Say‑on‑Pay & Shareholder Feedback
- 2019 advisory vote indicated shareholder preference for triennial say‑on‑pay frequency; the board aligned accordingly .
- 2025 proxy includes a say‑on‑pay proposal and a separate frequency vote, with the board recommending every three years .
Related Party Transactions and Section 16
- No loans outstanding to directors/executive officers at 12/31/2024; transactions with related persons, if any, on market terms .
- Section 16(a) compliance: for 2024, certain officers/directors (not including Strong) were late on one Form 4 each; Strong is also disclosed as a >10% shareholder .
Investment Implications
- Alignment and retention: Strong’s 10.7% stake and ongoing RSU vesting through 2028 support alignment and retention; however, options are out-of-the-money at $10.40 as of 12/31/2024 (strikes $13.30 and $18.00), limiting near-term monetization pressure and reducing dilution risk from exercises .
- Incentive design: 2024 reintroduced cash bonuses based on a multi-factor bank performance matrix (ROA, efficiency, growth metrics), but with limited disclosure on weightings/targets; 2023 featured sizable equity grants (RSUs/options), shifting the mix toward long-term equity at higher grant-date share prices .
- Governance considerations: Separation of Chair/CEO enhances oversight, but the CEO chairing Nominating & Governance raises independence concerns; investors may seek either committee rebalancing or clearer safeguards around CEO influence over board composition .
- Contract risk and succession: The 3x salary severance pre‑CIC and 2.99x CAP post‑CIC create potential exit costs; at age 78, succession planning is material—new employment agreements and elevation of President Gonzalez to the board/President role are relevant signals .
- Pay vs performance: 2024 net income improved, while disclosed TSR declined vs 2023 in the pay-versus-performance narrative; continued focus on profitability and efficiency metrics should support incentive credibility and investor confidence .