Susan M. Vettori
About Susan M. Vettori
Independent director of Quaint Oak Bancorp (QNTO) with a current board term expiring in 2026; age 66. Retired in February 2023 after serving as President of Aria, Inc., T/A Susan’s Hallmark Shop, operating multiple locations in Bucks and Philadelphia Counties since 1987. Recognized by QNTO as an independent director under Nasdaq standards, with local retail market and management expertise spanning three decades. All directors, including Vettori, attended the May 2024 annual meeting; QNTO’s board held 13 meetings in 2024 and no director fell below 75% attendance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aria, Inc. (T/A Susan’s Hallmark Shop) | President | 1987–2023 | Led multi-location retail operations; contributes deep local retail sales and management perspective to QNTO board. |
| Quaint Oak Bancorp/Bank | Director | Bank director since 2021; Bancorp term expires 2026 | Independent director; governance contribution centered on retail/customer market insight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or committee roles disclosed. |
Board Governance
- Independence: QNTO identifies Vettori as independent under Nasdaq listing standards.
- Committee assignments (Bancorp): As of April 9, 2025, committee membership table lists Audit, Compensation, and Nominating & Corporate Governance members; Vettori is not listed among members or chairs.
- 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 leadership: Independent Chairman (Robert J. Phillips), separate from CEO (Robert T. Strong), to enhance oversight.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $4,500 | For Quaint Oak Bank directors (excludes Strong, Augustine, Gonzalez). |
| Board meeting fee | $575 per meeting | One paid absence permitted per year. |
| Committee meeting fee | $300 per meeting | Audit, Compensation, Nominating & Corporate Governance, Loan, ALCO committees; fees paid only if attended. |
| Chair fees (reference) | $375–$450 per meeting | Compensation Chair $375; Audit Chair $450; other bank committee chairs $375 (not applicable to Vettori). |
| Total cash paid to Vettori (2024) | $12,875 | Director compensation table for 2024. |
Performance Compensation
| Award Type | Grant Detail | Quantity | Vesting | Strike/Expiry | Fair Value/Context |
|---|---|---|---|---|---|
| Restricted stock (RSUs) | 2023 Stock Incentive Plan | 1,000 shares | 20% per year commencing May 10, 2024; fully vested by May 10, 2028 | — | Aggregate unvested at 12/31/2024: 900 (Vettori) vs. 800 for most peers. |
| Stock options | 2023 Stock Incentive Plan | 5,000 options | Time-based consistent with plan | $18.00 strike; expires May 10, 2033 | Grant date fair value in 2023; vest schedule per plan; company stock closed at $10.40 on 12/31/2024, implying options were out-of-the-money at year-end. |
Performance metrics table (directors):
| Metric Category | Disclosed for Director Awards |
|---|---|
| Financial/operational (revenue, EBITDA, TSR, ESG) | None disclosed; director equity grants are time-based (no performance conditions). |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No public company directorships/interlocks listed for Vettori. |
Expertise & Qualifications
- Extensive small business leadership and local market knowledge from operating multi-location retail shops for 35+ years; useful for community bank customer perspective and retail credit/footfall insights.
- Independent director designation; adds non-management perspective to governance.
- No SEC-defined “audit committee financial expert” identified by QNTO among audit members, but board asserts adequate expertise. Vettori is not listed on audit committee.
Equity Ownership
| Item | Amount | Percent/Status | Notes |
|---|---|---|---|
| Beneficial ownership (as of 3/25/2025) | 3,084 shares | ~0.1% of outstanding | Includes options exercisable within 60 days and share awards vesting within 60 days. |
| Options exercisable within 60 days (record date) | 2,000 | — | Included in beneficial ownership per SEC rules. |
| Share awards vesting within 60 days (record date) | 200 | — | Included in beneficial ownership per SEC rules. |
| Aggregate unvested restricted stock at FY-end 2024 | 900 | — | Outstanding RSUs; most peers show 800. |
| Aggregate outstanding options at FY-end 2024 | 5,000 | — | From 2023 grant; $18.00 strike; expiry May 10, 2033. |
| Prior year beneficial ownership (as of 3/19/2024) | 1,884 shares | — | For trend context. |
Fixed vs Performance Mix (signals)
| Year | Cash Fees | Stock Awards (FV) | Option Awards (FV) | Total |
|---|---|---|---|---|
| 2023 | $25,175 | $18,000 | $16,300 | $59,475 |
| 2024 | $12,875 | $0 | $0 | $12,875 |
- Observations: 2024 director pay was predominantly cash with no new equity grants; equity grants were made in 2023 under the 2023 Plan with multi-year vesting. This reduces short-term pay inflation and maintains long-dated alignment via existing time-based equity.
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| 2025 Say-on-Pay (NEOs) | 947,104 | 123,068 | 39,452 | 505,324 | Adopted by requisite vote. |
| 2025 Frequency Vote | 894,827 (Three Years) | 11,168 (Two Years) | 192,019 (One Year) | 11,610 | Three years received greatest votes; board to hold say‑on‑pay every three years. |
Compensation Committee Analysis
- Composition and independence: No member is a current/former officer or employee; chaired by independent director Robert J. Phillips. Vettori is not listed as a member.
- Activity: Met once in 2024 vs three times in 2023, indicating potential normalization after 2023 equity plan rollout and comp changes.
- Use of independent consultants: Not disclosed.
Related-Party Transactions and Conflicts
- QNTO states no loans outstanding to directors, executive officers, immediate family members, or related persons at 12/31/2024; related-person loans, when made, follow ordinary course and market terms. No Vettori-specific related-party transactions disclosed.
Risk Indicators & Red Flags
- Section 16(a) compliance: Late Form 4 filings were noted for Clarke, Augustine, Gonzalez, and Ott; Vettori was not cited.
- Option repricing: None disclosed; 2023 director options at $18.00 remained out-of-the-money at $10.40 on 12/31/2024, reinforcing alignment without repricing.
- Tax gross-ups, golden parachutes for directors: Not disclosed for directors; executive CIC provisions present, but not applicable to directors.
- Legal proceedings/SEC investigations: None disclosed in proxy. –
- Executive sessions frequency: Not disclosed; board leadership separated with independent chair.
Governance Assessment
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Board effectiveness and independence: Vettori is an independent director with consistent attendance; separation of chair and CEO roles supports oversight. Not being on key Bancorp-level committees limits direct influence on audit/comp/nom‑gov decisions but avoids concentration of roles.
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Ownership alignment: Multi-year RSUs and 10-year options from 2023, with options out-of-the-money at 12/31/2024, create alignment without near-term windfalls; beneficial ownership increased versus 2024.
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Compensation signals: No new director equity in 2024; reduced cash fees relative to 2023 reflect cost discipline; time-based vesting for director equity avoids complex performance metric gaming.
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Conflicts/related party exposure: No Vettori-related transactions disclosed; bank reports no outstanding related-person loans.
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Shareholder sentiment: 2025 say‑on‑pay passed; three-year frequency endorsed—supports stability in compensation governance cycles.
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RED FLAGS: None observed specific to Vettori. Watchpoints include limited committee roles at the Bancorp level and absence of disclosed director stock ownership guidelines; continued monitoring of related-party disclosures and Section 16 compliance remains prudent.