William R. Gonzalez
About William R. Gonzalez
William R. Gonzalez, age 41, is President and Director of Quaint Oak Bancorp, Inc. since February 12, 2025, and President of Quaint Oak Bank since May 2024; he has served as Chief Operating Officer of the Bank since January 2023 and joined the Bank in 2009 after owning mortgage banking and title insurance firms. He holds a bachelor’s degree in finance and an MBA, and brings 20+ years in banking/finance and growth-focused leadership to the board, with prior executive roles in business development driving expansion of subsidiaries and core banking activities . Company pay-versus-performance data show total shareholder return index of 94.78 for 2024 vs 53.55 for 2023 and net income rising to $2.795 million in 2024 from $2.020 million in 2023, while compensation actually paid to the PEO and average other NEOs increased primarily due to equity valuation changes rather than cash pay, indicating moderate alignment to outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quaint Oak Bank | Chief Operating Officer | Jan 2023–present | Executive leadership in operations; key driver of business development and growth since joining in 2009 . |
| Quaint Oak Bank | President | May 2024–present | Oversight of bank strategy and subsidiaries; elevated to Bancorp President Feb 2025 . |
| Quaint Oak Bancorp, Inc. | President & Director | Feb 12, 2025–present | Added to holding company board/class expiring 2026; leadership continuity under separated Chair/CEO model . |
| Quaint Oak Bank | Executive Vice President | May 2020–Dec 2023 | Led growth and business development initiatives . |
| Quaint Oak Bank | Senior Vice President, Business Development | May 2013–May 2020 | Drove origination and subsidiary expansion . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| QOB Properties, LLC | President & CEO | May 2014–present | Real estate-related enterprise leadership . |
| Quaint Oak Real Estate, LLC | President & CEO | Jul 2009–May 2019 | Subsidiary leadership history . |
| Quaint Oak Abstract, LLC | President & CEO | Jul 2009–May 2019 | Title services enterprise leadership . |
| Quaint Oak Mortgage, LLC | President & CEO | May 2013–May 2019 | Mortgage subsidiary leadership . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Cash Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 245,094 | Not disclosed | 25,667 | 8,876 (ESOP allocations and life insurance premiums; excludes misc. benefits under $10k) . |
| 2023 | 225,000 | Not disclosed | — | 10,508 . |
| 2025 employment agreement minimum | 265,000 base salary floor | Discretionary bonus eligibility | Determined by Board discretion | Unlimited PTO as approved; participation in benefit plans . |
- Executive bonus pool for 2024 was set at 10% of consolidated Bank net income, with aggregate payouts totaling ~33.6% of the pool based on a matrix (loan growth; checking growth; subsidiary production; ROA; efficiency ratio; Texas Ratio; CAMEL rating) .
Performance Compensation
| Metric/Instrument | Grant Size | Exercise/Grant Price | Vesting Schedule | Expiration | Status at 12/31/2024 |
|---|---|---|---|---|---|
| Stock Options (2018 Plan) | 11,220 options | $13.30 | Fully vested by May 9, 2023 | May 9, 2028 | Exercisable; market price $10.40 made these out-of-the-money at FY-end . |
| Stock Options (2023 Plan) | 15,000 options (3,000 exercisable; 12,000 unexercisable at 12/31/2024) | $18.00 | 20% per year starting May 10, 2024; fully vested by May 10, 2028 | May 10, 2033 | Partially vested; out-of-the-money at $10.40 FY-end price . |
| Restricted Stock (2023 Plan) | 4,500 shares grant-date fair value $81,000 | $18.00 grant-date | 20% per year starting May 10, 2024; fully vested by May 10, 2028 | n/a | 3,600 unvested shares; $37,440 market value at $10.40 as of 12/31/2024 . |
| Annual Cash Bonus | Discretionary from pool tied to matrix | n/a | Paid post-year based on matrix outcomes | n/a | $25,667 paid for 2024 . |
- Performance metrics utilized for bonus determinations (no disclosed weightings/targets): loan growth; checking growth; subsidiary production; ROA; efficiency ratio; Texas Ratio; CAMEL rating .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| William R. Gonzalez | 58,491 | 2.2% | Includes options exercisable within 60 days (17,220) and share awards vesting within 60 days (900) ; plus 15,860 shares in 401(k), 12,357.7326 ESOP allocated, and 1,091.2944 ESOP shares allocated to spouse . |
| Shares Outstanding (record date) | 2,627,323 | — | Record date March 25, 2025 . |
- Pledging: No pledging or hedging disclosures identified for Gonzalez in the proxy .
- Ownership guidelines: Not disclosed for executives –.
- Options moneyness: At 12/31/2024 close of $10.40, both the $13.30 (2018) and $18.00 (2023) exercise prices were out-of-the-money .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Amended & Restated Employment Agreement effective Feb 12, 2025 . |
| Role covered | President of Bancorp & Bank; COO of Bank . |
| Base salary minimum | $265,000; payable at least monthly; subject to Board increases . |
| Bonus eligibility | Discretionary, authorized by Boards . |
| Term & auto-renewal | Initial term through Dec 31, 2027; auto-extends one year annually unless 30–90 days prior notice not to extend . |
| Non-compete | 1 year post-termination . |
| Non-solicit | 3 years post-termination . |
| PTO | Unlimited, subject to Board approval . |
| Benefits | Participation in employee benefit plans (401(k), ESOP) . |
| Severance (pre-CoC) | Termination by Company other than for cause, death, disability, or by executive for “good reason”: lump sum = 3x current base salary within 30 days . |
| Change-in-control (CoC) severance | If terminated other than for cause or executive resigns due to adverse actions post-CoC: lump sum = 2.99x average annual compensation (last 3 calendar years), subject to 280G reduction to avoid excise tax; no tax gross-ups disclosed . |
| Definitions & process | Detailed Cause/Notice of Termination definitions; regulatory suspension/removal consequences . |
Board Governance
- Board service history: Appointed Bancorp Director on Feb 12, 2025 (term expiring 2026); Bank Director since September 2024 .
- Committee roles: No committee assignments indicated for Gonzalez in Audit, Compensation, Nominating & Corporate Governance tables .
- Independence: Board determined majority independence under Nasdaq standards; independent directors named do not include Gonzalez (as an executive, he is not independent) .
- Board leadership: Chair (Robert J. Phillips) is independent; CEO (Robert T. Strong) is separate—structure designed to enhance oversight .
- Attendance: Board met 13 times in FY2024; no director attended fewer than 75% of meetings/committees on which they served .
Director Compensation (context; Gonzalez as executive not included)
- Non-employee Bank directors received $4,500 annual retainer, $575 per board meeting; committee fees $300 per meeting; chair premiums apply (Audit $450; certain committees $375); Chairman received $1,625 per month; 2023 awards: 1,000 restricted shares and 5,000 options at $18.00, vest 20% annually from May 10, 2024–May 10, 2028; options expire May 10, 2033 .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory “Say-on-Pay” | 947,104 | 123,068 | 39,452 | 505,324 |
| Frequency Vote | Three Years | Two Years | One Year | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 Frequency Advisory | 894,827 | 11,168 | 192,019 | 11,610 | 505,324 |
- Board adopted three-year cadence consistent with shareholder preference .
Compensation Structure Analysis
- Shift in mix: 2023 included $81,000 in stock awards and $48,900 in options; 2024 had no new stock or option awards, with cash bonus of $25,667—indicative of a lower equity grant year and variable cash tied to multi-metric outcomes .
- Performance-linked bonus: Matrix-based determination with six financial/operational targets; aggregate pay-outs at ~33.6% of pool suggest conservative bonus realization vs pool capacity .
- Equity vesting runway: 2023 grants of 4,500 RSUs and 15,000 options vest 20% annually from 2024–2028, creating a steady cadence of potential Form 4 activity (awards/withholding) each May; options currently out-of-the-money, reducing near-term exercise risk .
Related Party Transactions and Red Flags
- Related party loans: None outstanding to directors/executive officers as of Dec 31, 2024; loans to related persons made on market terms when applicable .
- Section 16(a) compliance: Gonzalez (and certain others) reported one late Form 4 filing for 2024 .
- ESOP contributions: Company contributed $94,370 to ESOP in 2024, with vesting acceleration upon change-in-control for ESOP balances .
Performance & Track Record
| Year | Total Shareholder Return (Index of $100) | Net Income ($000s) |
|---|---|---|
| 2024 | 94.78 | 2,795 |
| 2023 | 53.55 | 2,020 |
- From 2023 to 2024, compensation actually paid to PEO and average other NEOs rose due to equity valuation changes; TSR declined 5.2% while net income increased 38.4%, highlighting mixed market reception vs earnings momentum .
Equity Vesting Schedules and Insider Selling Pressure
- RSUs: 4,500 shares vest at 20% per year each May 10 from 2024 through 2028 (900 shares per year), with 3,600 unvested at 12/31/2024—ongoing vest events may drive withholding sales depending on tax elections .
- Options: 15,000 options at $18 vest 20% per year each May 10 from 2024 through 2028; with the stock at $10.40 on 12/31/2024, options were out-of-the-money, reducing exercise-related selling pressure in the near term .
- Note: Attempt to fetch Form 4 transactions for Gonzalez (2024–2025) via insider-trades skill failed due to authorization error; Section 16(a) notes one late filing in 2024 .
Employment Terms (Severance & Change-of-Control Economics)
| Provision | Gonzalez |
|---|---|
| Termination without cause / good reason (pre-CoC) | Lump sum equal to 3x current base salary within 30 days . |
| Change-in-control termination (double-trigger) | Lump sum equal to 2.99x average annual compensation (last 3 years), subject to 280G cutback (no excise tax gross-up) . |
| Restrictive covenants | 1-year non-compete; 3-year non-solicit; non-disclosure; Notice of Termination procedures . |
Investment Implications
- Alignment: Gonzalez holds 2.2% beneficial ownership including ESOP/401(k) and equity awards; long-dated, out-of-the-money options (2018/2023) and multi-year RSU vesting align retention and medium-term execution incentives; lack of pledging/hedging disclosures supports alignment .
- Retention risk: Auto-renewing agreement through 2027 with strong severance protections (3x salary pre-CoC; 2.99x average comp post-CoC) and restrictive covenants lowers voluntary departure risk; however, double-trigger economics in a CoC scenario could accelerate management transition incentives .
- Trading signals: Annual May vesting for RSUs/options may create predictable Form 4 activity; with options currently out-of-the-money at FY-end, near-term exercise-driven selling is unlikely absent price recovery, though RSU tax withholding could create modest technical supply in vest windows .
- Pay-for-performance: 2024 bonus tied to a diversified operating matrix and paid modestly relative to pool (33.6% aggregate), while equity grants concentrated in 2023 produce multi-year vesting—suggests measured risk posture with credible operating levers (ROA, efficiency, credit metrics) .
- Governance: Dual role as President and Director without committee assignments and with independent Chair/CEO separation reduces independence concerns; majority-independent board and regular attendance support oversight quality .