Lewis W. Adkins, Jr.
About Lewis W. Adkins, Jr.
Independent director of S&T Bancorp (STBA) since 2019; age 61. Adkins is a Shareholder and Shareholder‑in‑Charge of Development & Practice Integration at Roetzel & Andress, LPA, and since May 2017 has served as President of Roetzel Consulting Solutions; previously General Counsel to Summit County, Ohio . His board biography highlights extensive public law/finance experience, leadership of multi‑million‑dollar development projects, and community leadership roles; education not disclosed in the proxy . He is standing for re‑election in 2025 and was affirmed as independent by the Board on January 29, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roetzel & Andress, LPA | Shareholder; Shareholder‑in‑Charge of Development & Practice Integration; formerly led Public Law & Finance team | “Over a decade” leading Public Law & Finance prior to current role (dates not otherwise disclosed) | Lead counsel on several multi‑million‑dollar development projects; public finance and strategic management expertise . |
| Summit County, Ohio | General Counsel | Not disclosed | Government legal leadership experience; public sector liaison . |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| University of Akron Board of Trustees | Board Chair and President | Not disclosed | Higher‑ed governance; civic leadership . |
| Ideastream Public Media | Board of Trustees | Not disclosed | Nonprofit media governance . |
| Alpha Phi Alpha Homes, Inc. | General Counsel | Not disclosed | Affordable housing governance/legal . |
| American Bar Association; Greater Akron Chamber of Commerce; Alpha Phi Alpha Fraternity, Inc.; Cleveland Metropolitan Bar Association | Member/Affiliations | Not disclosed | Professional and civic engagement . |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Adkins independent under NASDAQ rules at Jan 29, 2025 meeting . |
| Committee assignments (2025) | Compensation & Benefits; Credit Risk; Nominating & Corporate Governance (no chair role disclosed) . |
| Board/committee meetings (2024) | Board: 6; Audit: 9; Compensation & Benefits: 5; Credit Risk: 4; Nominating & Corporate Governance: 4; Risk: 4; Executive: 0 . |
| Attendance | Each director attended ≥75% of aggregate Board and committee meetings in 2024; all directors attended 2024 annual meeting . |
| Executive sessions | Independent directors meet at least twice per year without management; independent Chair presides . |
| Board size and refresh | 12 directors currently; to be 11 after 2025 meeting due to mandatory retirement (Palermo not renominated) . |
| Say‑on‑Pay (context) | 2024 approval ~95% in favor, indicating strong shareholder support for pay practices . |
Fixed Compensation (Director – 2024)
| Component | Amount/Detail | Individual vs. Program |
|---|---|---|
| Cash retainer (annual) | $70,000 cash (paid May 2024 for May 14, 2024–May 13, 2025 service) | Adkins: $70,000 in 2024 ; Program schedule confirms $70,000 standard retainer . |
| Committee chair fees | Not applicable to Adkins (not a chair) | Program schedule: Audit $20,000; Compensation, Credit Risk, Nominating, Risk $12,500; Board Chair $90,000 . |
| Total 2024 cash | $70,000 | Adkins line item . |
Performance Compensation (Director Equity – 2024)
| Award Type | Grant Date | Shares/Units | Grant Date FMV | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 14, 2024 | 1,573 units (standard annual grant) | $31.80/share; $50,000 total value | 100% vests May 13, 2025 | None; time‑based only . |
Notes:
- As of Dec 31, 2024, each non‑employee director (including Adkins) had 1,573 unvested RSUs outstanding from the 2024 annual grant .
- Directors are compensated via cash retainers and time‑vested equity; no director performance metrics (TSR, EPS, etc.) apply to director equity awards .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy biography lists no other public company directorships for Adkins . |
Expertise & Qualifications
- Public law and finance; lead counsel on large‑scale development projects spanning public/private entities (financial institutions, energy, hospitals, school districts) .
- Governance and community leadership experience (University of Akron Board Chair/President; nonprofit boards) .
- Brings public finance, business development, and strategic management experience to S&T’s Board .
- Serves on Compensation & Benefits and Nominating & Corporate Governance committees—areas central to human capital, pay oversight, and board effectiveness .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 9,132 common shares; <1% of outstanding . |
| Shares outstanding (for context) | 38,370,213 as of Feb 28, 2025 . |
| Unvested RSUs (Dec 31, 2024) | 1,573 RSUs (from May 14, 2024 grant; vests May 13, 2025) . |
| Director ownership guidelines | $100,000 market value within 1 year for second/third term nominees; $250,000 by fourth+ term nominees . |
| Compliance status | As of Jan 29, 2025, all directors except Mr. Ramachandran met the guidelines; he subsequently met guidelines in Feb 2025 . |
Governance Assessment
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Strengths
- Independence affirmed; multi‑committee assignments (Compensation & Benefits; Nominating & Corporate Governance; Credit Risk) support board oversight in risk, pay, and governance .
- Strong engagement indicators: at least 75%+ meeting attendance; all directors attended annual meeting; independent executive sessions occur at least twice yearly .
- Director pay structure mixes cash and time‑vested equity; explicit stock ownership guidelines with demonstrated compliance improve alignment .
- Compensation Committee uses an independent consultant (Aon) and emphasizes pay‑risk controls—positive for governance culture and oversight .
- High say‑on‑pay support (95% in 2024) signals broader investor confidence in compensation governance .
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Potential conflicts/monitoring areas
- External legal/consulting roles: Adkins serves as lead counsel for numerous entities, including “Ohio’s largest banking institution”; while no Adkins‑related transactions were disclosed, his roles warrant routine related‑party and conflict screening (handled by Nominating Committee per policy) .
- Related‑party transactions disclosed in 2024 pertained to facility lease arrangements involving another director (Toretti), not Adkins; all such items were reviewed under policy—no Adkins‑specific related‑party transactions reported .
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Bottom line
- No red flags evident on independence, attendance, or director pay; clear ownership alignment and robust related‑party oversight. Monitor external legal engagements for any future interlocks or transactions requiring recusal; current disclosures show none for Adkins .