Independent
Tenure on this board
6.3 yrs
Also a director at
Arq Inc (ARQ)
5 nominees · 4 ballot items.
Elect four Class II directors; approve the QNB Corp. 2026 Employee Stock Purchase Plan; ratify the appointment of Baker Tilly US, LLP as QNB’s independent registered public accounting firm for 2026; and consider any other properly presented business.
Elect four Class II director nominees to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Approve and adopt the QNB Corp. 2026 Employee Stock Purchase Plan authorizing 50,000 shares, establishing eligibility, offering periods, purchase price (at least 90% of fair market value), per-employee limits, administration and other plan terms as described in the proxy and Appendix A.
This management proposal asks shareholders to approve the QNB Corp. 2026 Employee Stock Purchase Plan (Purchase Plan), which would reserve 50,000 shares (less than 1% of outstanding shares as of the April 10, 2026 record date) for issuance to eligible employees through periodic six‑month offering periods beginning June 1, 2026. Management seeks shareholder approval to ensure the Plan qualifies under Section 423 of the Internal Revenue Code and to replace the 2016 plan that is expiring May 31, 2026; approval is required for certain material plan amendments and for issuance of the reserved shares. The Plan is intended as a retention and alignment tool—allowing employees to purchase shares via payroll deductions (1%–5% of compensation), with a purchase discount of 10% (or the Committee may set the Offering Price at least 90% of fair market value) and a per‑employee calendar year limit of $25,000 (fair market value). From a governance perspective, the CFO administers the Plan and a committee reviews disputes; the Board retains amendment and termination authority but cannot materially increase benefits or share reserve without shareholder approval, which limits plan expansion without holder consent. The Board and Compensation Committee view the plan as a competitive market practice to align employee incentives with shareholder interests and to promote retention; management emphasizes tax-qualified treatment under Code Section 423 as preserving favorable tax treatment for participants. Key investor considerations include dilution (shares reserved equal <1% of outstanding), potential impact on share liquidity and EPS, and whether the discount and limits are appropriately constrained; the plan includes adjustment provisions for corporate events and pro rata allocations if oversubscribed. The Board’s unanimous recommendation to vote FOR is supported by its conclusion that the plan promotes long‑term shareholder value by aligning employee interests, preserves oversight through Board approval thresholds for material changes, and limits dilution via a modest share reserve and per‑employee caps. Overall, the proposal is a standard, tax‑qualified ESPP intended to provide employee ownership incentives while containing typical controls on dilution and administration.
Ratify the Audit Committee’s selection of Baker Tilly US, LLP to serve as QNB’s independent registered public accounting firm for 2026.
Consideration of such other business as may properly come before the meeting or any adjournment thereof.
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