Sandra Van Trease
About Sandra A. Van Trease
Sandra A. Van Trease (age 64) has served on EFSC’s Board since 2005. She is a former Group President of BJC HealthCare (2004–July 2020) and previously CEO of UNICARE (a WellPoint unit, 2002–2004) and President/CFO/COO of RightChoice (NYSE: RIT) (2000–2002). She holds an MBA and is a non‑practicing CPA and CMA, and has chaired audit and HSSE committees at Peabody Energy, bringing deep financial, operational, and governance expertise to EFSC’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BJC HealthCare (largest healthcare institution in St. Louis) | Group President | 2004–Jul 2020 | Senior operating leadership in complex health system |
| UNICARE (WellPoint Inc. operating unit) | President & CEO | 2002–2004 | Led payor operations |
| RightChoice (NYSE: RIT) | President; CFO; COO | 2000–2002 | Financial and operational leadership in public insurer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QuikTrip Corporation (private) | Director; Audit Committee member since June 2022; Chair of MedWise Committee | 2022–present; MedWise Chair since Dec 2024 | Audit oversight; health services governance (MedWise) |
| Drury Development Corporation (private) | Director; Audit Committee Chair | N/A | Audit leadership |
| University of Health Sciences & Pharmacy | Director | N/A | Higher education governance |
| Peabody Energy (NYSE: BTU) | Former Director; Chair of Audit; Chair of Health, Safety, Security & Environmental | Prior years | Led board oversight of audit and safety functions |
| Vizient Mid‑America; National Association of ACOs | Former Director | Prior years | Industry collaboration and oversight |
Board Governance
- Independence: EFSC determines all director nominees other than CEO James Lally to be independent under Nasdaq Rule 5605(a)(2) .
- Committee memberships and chair roles:
- Nominating & Governance Committee: Chair (2023, 2024) — 4 meetings in 2023; 6 meetings in 2024 .
- Audit Committee: Member; designated audit committee financial expert (2023, 2024) — 5 meetings each year .
- Executive Committee: Member — met 1 time in 2023 and 1 time in 2024 .
- Compensation/Human Capital Committee: Member; appears on Compensation Committee Report (2023) and Human Capital & Compensation Committee Report (2025) .
- Attendance: Board met 7 times in 2023 and 6 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings in both years .
- Leadership structure: Independent Chairperson (Michael A. DeCola since May 2023); executive sessions presided over by the Chair .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 32 | 148,468 | 148,500 |
| 2024 | 6 | 137,494 | 137,500 |
- Program design: Non‑employee directors receive an annual retainer ($110,000 in 2023 and 2024; $180,000 for Board Chair) with a minimum of ~$60,000 paid in EFSC shares unless 100% stock is elected; shares are fully vested on grant .
- Committee retainers (per committee, per year): Audit/Risk Chair $18,000; Compensation/Nominating Chair $15,000; non‑chair Audit/Risk $7,500; non‑chair Compensation/Nominating $5,000; January–June 2023 meeting fees: $1,250 per Board meeting, $1,000 per committee meeting for non‑chairs .
Performance Compensation
- EFSC’s director program provides cash retainers and fully vested stock awards; the director compensation disclosure does not include stock options, PSUs, or performance‑conditioned equity for directors . | Element | Disclosure | |---|---| | Equity grant type | Fully vested EFSC common stock upon grant | | Options to directors | Not included in director compensation tables | | Performance‑vested equity to directors | Not included in director compensation tables |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee/Notes |
|---|---|---|---|
| Peabody Energy (BTU) | Public | Former Director | Chaired Audit; Chaired HSSE Committee |
| QuikTrip Corporation | Private | Director | Audit Committee member since June 2022; MedWise Committee Chair since Dec 2024 |
| Drury Development Corporation | Private | Director | Audit Committee Chair |
| University of Health Sciences & Pharmacy | Non‑profit | Director | N/A |
| Vizient Mid‑America; National Association of ACOs | Non‑profit/industry | Former Director | N/A |
Expertise & Qualifications
- MBA; non‑practicing CPA and CMA — strong accounting and financial oversight credentials .
- Identified by EFSC as an “audit committee financial expert” and “financially sophisticated” under Nasdaq Rule 5605(c) .
- Senior operating experience across healthcare payer/provider ecosystems and public company board leadership (Peabody) .
Equity Ownership
| Holder | Common Shares (2024) | % | Common Shares (2025) | % |
|---|---|---|---|---|
| Sandra A. Van Trease | 53,823 | <1% | 56,864 | <1% |
- Ownership guidelines: Non‑employee directors must hold 5x cash retainer ($50,000); hedging and pledging are prohibited under EFSC’s Insider Trading Policy .
Governance Assessment
- Strengths: Long‑tenured independent director (since 2005) with audit chair experience at a public company; designated audit committee financial expert at EFSC; chairs Nominating & Governance, signaling influence over board composition and governance practices; consistently meets attendance thresholds .
- Alignment signals: Elects to take nearly all compensation in stock (minimal cash due to fractional shares), supporting investor alignment; EFSC imposes stock ownership guidelines and prohibits hedging/pledging .
- Potential risks/considerations: Long tenure warrants continued monitoring for independence and refreshment; no specific related‑party transactions are flagged, and EFSC’s Audit Committee reviews/approves RPTs per policy — keep oversight focus given her multiple external board roles in private companies that could be bank clients (no transactions disclosed) .
Board Governance (Detail)
| Year | Committee | Role | Meetings |
|---|---|---|---|
| 2023 | Nominating & Governance | Chair | 4 |
| 2023 | Audit | Member; Financial Expert | 5 |
| 2023 | Executive | Member | 1 |
| 2023 | Compensation | Member | 5 (committee overall) |
| 2024 | Nominating & Governance | Chair | 6 |
| 2024 | Audit | Member; Financial Expert | 5 |
| 2024 | Executive | Member | 1 |
| 2024 | Board | Director | Board met 6 times; ≥75% attendance (all directors) |
Independence confirmation: EFSC classifies all director nominees other than CEO as independent in 2024 and 2025 .
Executive sessions occur and are presided over by the independent Chair .
Director Compensation Structure
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (non‑employee directors) | $110,000 | $110,000 |
| Chair of Board retainer | $180,000 | $180,000 |
| Committee Chair (Audit/Risk) | $18,000 each | $18,000 each |
| Committee Chair (Comp/Nominating) | $15,000 each | $15,000 each |
| Non‑chair Committee Member (Audit/Risk) | $7,500 each | $7,500 each |
| Non‑chair Committee Member (Comp/Nominating) | $5,000 each | $5,000 each |
| Meeting fees (Jan–Jun 2023) | Board $1,250; Committee $1,000 (non‑chair) | N/A |
| Equity delivery | Minimum ~$60,000 in EFSC shares; can elect 100% in shares; fully vested on grant | Same; fully vested on grant |
Related‑Party Transactions & Conflicts
- EFSC policy: Audit Committee reviews related‑party transactions under Item 404 of Regulation S‑K; loans/investments to related persons are made on substantially the same terms as to non‑related parties, with no unfavorable features and within normal collectability risk .
- Disclosures: No transactions specific to Ms. Van Trease are disclosed in the latest proxy .
Say‑on‑Pay, Ownership Guidelines, and ESG Oversight
- Ownership guidelines and hedging/pledging prohibitions apply to directors; non‑employee directors: 5x cash retainer ($50,000) .
- ESG oversight: Risk Committee oversees ESG risk; Compensation Committee advances ESG goals through compensation arrangements (executive program) .