Jeffrey D. Grube
About Jeffrey D. Grube
Independent director of S&T Bancorp, Inc. since 1997; age 71 in the latest proxy. Former president of B.F.G. Manufacturing Service, Inc. (1990–2020), bringing manufacturing, financial and engineering experience. Appointed Lead Independent Director effective September 28, 2025. Determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B.F.G. Manufacturing Service, Inc. | President | 1990–2020 | Manufacturing, financial and engineering background; insights into customer relations, lending issues and credit risk useful to STBA’s board oversight |
| Privately held company (compliance products for lending solutions) | Director | Not disclosed | Additional board experience relevant to regulatory/financial compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed |
| Privately held company (compliance products for lending solutions) | Director | Not disclosed | See Past Roles above |
Board Governance
- Current roles: Lead Independent Director (effective Sep 28, 2025); Chair, Credit Risk Committee; member, Audit; Compensation & Benefits; Executive; Risk. The lead independent director role was instituted when the CEO was also appointed Board Chair.
- Independence: Board determined Mr. Grube independent (Jan 29, 2025).
- Attendance: In 2024, the Board held 6 meetings; committee meetings were Audit (9), Compensation & Benefits (5), Credit Risk (4), Nominating & Corporate Governance (4), Risk (4). Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet at least twice per year in executive session.
- Governance change: On Sep 24, 2025, STBA combined CEO and Chair and created the Lead Independent Director role (filled by Grube) with “broad and substantive” oversight duties to ensure strong independent board leadership.
Fixed Compensation
Director compensation structure and Mr. Grube’s amounts:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees received – Grube ($) | 82,500 | 82,500 |
| Stock awards grant-date value – Grube ($) | 50,000 | 50,000 |
| Annual cash retainer (policy) ($) | 70,000 | 70,000 |
| Credit Risk Committee Chair fee (policy) ($) | 12,500 | 12,500 |
Notes: FY2024 cash retainer paid in May 2024 covers service from May 14, 2024 to May 13, 2025.
Performance Compensation
Annual director RSUs (time-based vesting; aligns director interests with shareholders):
| Metric | 2023 | 2024 |
|---|---|---|
| Director RSUs granted (units) | 1,905 (grant 5/16/2023) | 1,573 (grant 5/14/2024) |
| Grant date closing price used ($/sh) | $26.26 | $31.80 |
| Vesting | 100% on 5/14/2024 | 100% on 5/13/2025 |
Other Directorships & Interlocks
- Public company directorships: None disclosed.
- Private board: Director at a privately held company that supplies compliance products for lending solutions; no interlocks with disclosed STBA counterparties indicated.
Expertise & Qualifications
- Deep credit risk and lending oversight experience through long-standing chairmanship of Credit Risk Committee.
- Executive operating background in manufacturing with financial and engineering experience; provides perspective on small/mid-sized business customers, regulatory and financial compliance.
Equity Ownership
| Metric | As of Feb 28, 2024 | As of Feb 28, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 39,007 | 40,912 |
- Director ownership guidelines: $100,000 within one year for re‑nomination to 2nd/3rd terms; $250,000 for 4th+ terms. As of Jan 29, 2025, all directors other than one new director met guidelines; the exception met guidelines in Feb 2025.
- Hedging policy: Directors are prohibited from engaging in hedging transactions in STBA securities.
Insider Trades (Form 4 – recent)
| Transaction date | Type | Shares | Price ($) | Post‑txn holdings | Source (SEC) |
|---|---|---|---|---|---|
| 2025‑10‑28 | Open market purchase (P) | 2,500 | 36.5451 | 44,985 | https://www.sec.gov/Archives/edgar/data/719220/000071922025000084/0000719220-25-000084-index.htm |
| 2025‑05‑13 | RSU conversion to common (M, exempt) | 1,573 | 38.76 | 42,485 | https://www.sec.gov/Archives/edgar/data/719220/000112760225014511/0001127602-25-014511-index.htm |
| 2025‑05‑13 | Director RSU award (A) | 1,290 | — | 1,290 (RSUs) | https://www.sec.gov/Archives/edgar/data/719220/000112760225014511/0001127602-25-014511-index.htm |
| 2024‑05‑14 | RSU conversion to common (M, exempt) | 1,905 | 31.80 | 40,912 | https://www.sec.gov/Archives/edgar/data/719220/000112760224015624/0001127602-24-015624-index.htm |
| 2024‑05‑14 | Director RSU award (A) | 1,573 | — | 1,573 (RSUs) | https://www.sec.gov/Archives/edgar/data/719220/000112760224015624/0001127602-24-015624-index.htm |
| 2023‑05‑15 | Open market purchase (P) | 2,000 | 27.5921 | 37,175 | https://www.sec.gov/Archives/edgar/data/719220/000112760223013824/0001127602-23-013824-index.htm |
(Form 4 extracts show transaction types and post-transaction holdings; see linked filings for full details.)
Related Party Transactions
- The proxy discloses a lease with a trust related to director Christine J. Toretti; no related-party transactions involving Mr. Grube are disclosed.
Governance Assessment
-
Positives:
- Long-tenured independent director with relevant operating and credit risk expertise; chairs Credit Risk Committee, serves on Audit and Compensation & Benefits, adding to risk and pay oversight breadth.
- Appointed Lead Independent Director in 2025 to reinforce independent oversight after combining CEO and Chair roles.
- Strong engagement: at least 75% attendance threshold met by all directors in 2024; independent executive sessions held at least twice per year.
- Ownership alignment: 40,912 shares as of Feb 28, 2025; directors subject to stock ownership guidelines; hedging prohibited.
- Director pay mix appropriately balanced (cash retainer plus time‑vested RSUs); chair fee reflects added workload for Credit Risk Committee leadership.
-
Watch items:
- Board combined CEO/Chair in 2025; mitigated by establishing a robust Lead Independent Director role (held by Grube).
- Not designated an “audit committee financial expert” (others are), though he serves on Audit; mitigated by broader committee experience and chairing Credit Risk.
-
Shareholder sentiment context: Say‑on‑pay support was 95% at the 2024 meeting, indicating broad investor support for compensation governance generally.