Bhaskar Ramachandran
About Bhaskar Ramachandran
Bhaskar Ramachandran, age 51, is an independent director of S&T Bancorp (STBA) since 2024 and serves on the Nominating & Corporate Governance Committee and the Risk Committee. He is Global Vice President and Chief Information Officer at PPG Industries (since 2021), previously CIO of Jabil Inc.’s largest division and held IT leadership roles at Textron. He holds an MBA from Duke University, a bachelor’s in chemistry from Madras University, and an advanced diploma in systems management from NIIT (India). The Board determined him to be independent upon appointment in 2024 and reaffirmed his independence in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPG Industries, Inc. | Global Vice President & Chief Information Officer | 2021–present | Brings cyber/IT risk expertise to STBA’s board deliberations |
| Jabil Inc. (largest division) | VP, IT & Chief Information Officer | 2015–2021 | Led creation of a fully cloud-based connected ecosystem to improve production efficiency |
| Textron Inc. | IT leadership roles (SAP Center of Excellence strategy/operations) | Prior to 2015 | Accountable for strategy development and operational elements of SAP COE |
External Roles
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed by STBA for Ramachandran |
| Employment | PPG Industries, Inc. | Global VP & CIO | Current operating role; Board disclosed no related-party transactions requiring Item 404(a) disclosure at appointment |
Board Governance
- Committee assignments: Nominating & Corporate Governance; Risk (member; not chair) .
- Independence: Affirmed independent at appointment (Jan 2024) and by the Board on Jan 29, 2025 .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; independent directors meet at least twice per year in executive session; all directors attended the 2024 annual meeting .
- Years of service: Director since 2024 .
2024 Board and Committee Meetings (context for attendance):
| Body | Meetings (2024) |
|---|---|
| Board | 6 |
| Audit | 9 |
| Compensation & Benefits | 5 |
| Credit Risk | 4 |
| Nominating & Corporate Governance | 4 |
| Risk | 4 |
Voting support (2025 Annual Meeting):
- Elected with 27,029,921 “For” and 894,427 “Withheld”; broker non-votes 3,963,618 .
Fixed Compensation (Director)
| Component | Amount / Units | Timing / Terms |
|---|---|---|
| Cash retainer (prorated) | $23,333 | For service Jan 24, 2024–May 14, 2024 |
| Annual cash retainer | $70,000 | For service May 14, 2024–May 13, 2025 |
| Total cash (FY2024 director table) | $93,333 | Sum as reported in director compensation table |
| Equity Award | Units / Value | Grant / Vest |
|---|---|---|
| RSUs (prorated) | 487 units; $16,667 grant value | Granted Jan 24, 2024 for service Jan 24–May 14, 2024; priced at $34.28 |
| Annual RSUs | 1,573 units; $50,000 grant value | Granted May 14, 2024; vests 100% on May 13, 2025; grant priced at $31.80 |
| Total stock awards (FY2024) | $66,667 | Reported in director compensation table |
Program structure (non-employee directors):
- Standard director retainers: Annual cash $70,000; annual stock $50,000; chair retainers incremental (Chair $90,000; Audit Chair $20,000; other chairs $12,500) .
Performance Compensation
- Non-employee directors at STBA do not have performance-based incentive metrics; equity grants are time-based RSUs (2024 annual grant vested in full after one year) .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Interlocks | None disclosed involving Ramachandran; Board states Compensation Committee had no interlocks/insider participation in 2024 (context) . |
| Related-party transactions | None involving Ramachandran requiring Item 404(a) disclosure at appointment . |
Expertise & Qualifications
- Cybersecurity and information technology risk expertise; digital business strategies and emerging technology leadership .
- Leadership at large, regulated, global companies; experience scaling/transformation and building diverse, high-performing teams .
- Committee fit: Nominating & Corporate Governance (board evaluations, refreshment, related-party oversight) and Risk (ERM oversight), both comprised of independent directors .
Equity Ownership
| Item | Data |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 487 shares; <1% of outstanding |
| Director stock ownership guidelines | Must own ≥$100,000 within one year to be eligible for a 2nd/3rd term; ≥$250,000 for 4th+ terms |
| Compliance status | Exception granted Jan 29, 2025 due to holdings of $76,757 and commitment to reach $100,000 by May 31, 2025; guideline satisfied in Feb 2025 after additional purchases |
| Hedging/Pledging | Directors are prohibited from hedging S&T stock |
Governance Assessment
Strengths
- Independence and committee placement: Independent status confirmed; assignment to Risk and Nominating & Governance places him at the center of ERM, board evaluation, and related-party oversight—key areas for investor confidence .
- Relevant expertise: Deep cyber/IT background directly supports oversight of technology and operational risk; complements banking risk focus .
- Engagement: Board and committee structure show robust cadence; all directors met ≥75% meeting threshold in 2024 and attended the annual meeting, indicating baseline engagement .
- Ownership alignment: Although initially below guideline at nomination, he purchased additional stock and reached compliance in Feb 2025—positive alignment signal .
- Shareholder support: Re-elected in 2025 with 27,029,921 votes “For” versus 894,427 “Withheld”; say-on-pay also passed (26,335,649 For; 1,350,590 Against; 238,109 Abstain), indicating broad investor support for governance/compensation framework .
Watch items / Potential conflicts
- Initial guideline shortfall: The Board granted a one-time exception at nomination due to holdings of $76,757, later remediated in Feb 2025; note as a resolved alignment risk .
- External executive role: Currently an operating executive at PPG Industries; no related-party transactions were disclosed at appointment, but continued monitoring is warranted for any business dealings that could trigger Item 404(a) scrutiny .
- Concentration of cyber expertise: Valuable but ensure balanced oversight across credit, liquidity, and compliance risks through Risk Committee composition and reporting .
Key governance controls (context)
- Nominating & Governance: Oversees board/committee self-assessments, director independence, related-party transactions, and board education; all independent members .
- Risk Committee: Oversees ERM across credit, market, liquidity, operational, IT/security, compliance/legal, reputational, strategic risks; independent chair; quarterly cadence .
- Hedging prohibition: Directors/officers/employees prohibited from hedging S&T stock .