Stephanie N. Doliveira
About Stephanie N. Doliveira
Independent director appointed to S&T Bancorp’s Board effective October 29, 2025; also appointed to S&T Bank’s Board the same day . The Board affirmatively determined she is independent under Nasdaq standards . She is Executive Vice President, People & Culture at Sheetz, Inc. (since Jan 2023), with prior HR leadership roles; previously a labor and employment attorney at Andrews, Wagner & Beard . She holds a JD from Widener University Commonwealth Law School and a BA in Labor & Industrial Relations from Pennsylvania State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sheetz, Inc. | Executive Vice President, People & Culture | Jan 2023–present | Oversees legal, risk, compliance; elevates employee experience; workforce strategy for ~27,000 employees . |
| Sheetz, Inc. | Vice President, Human Resources | 2008–2023 | Led people-centric initiatives; enterprise risk and compliance oversight . |
| Andrews, Wagner & Beard | Labor and Employment Attorney | Pre-2003 | Litigation/advisory experience in employment law . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pennsylvania Governor’s Early Learning Investment Commission | Commissioner | Current | Public leadership role . |
| Pennsylvania Chamber of Business and Industry | Board of Directors | Current | Business advocacy board . |
| Sheetz Family Charities | Board of Directors | Current | Non-profit governance . |
Board Governance
- Independence: Board determined Doliveira is independent under Nasdaq rules .
- Committee assignments: Not yet determined as of appointment; eligibility for standard non-employee director compensation .
- Board meeting cadence and attendance framework: In 2024 the Board held 6 meetings; committees met regularly; all directors attended at least 75% of meetings (note: predates Doliveira’s appointment) .
- Executive sessions: Independent directors meet at least twice per year; independent Chair presides .
- Leadership structure: Separate Chair and CEO; Chair focuses on governance, CEO on operations .
Fixed Compensation
| Component | Amount | Period/Cycle | Details |
|---|---|---|---|
| Prorated cash retainer | $40,833 | Oct 29, 2025–2026 annual meeting | Set per Nominating & Corporate Governance Committee recommendations and Board determination . |
| Prorated RSU grant (director units) | $29,167 (grant-date value) | Oct 29, 2025 | Restricted stock units; standard director equity . |
| Standard non-employee director annual cash retainer | $70,000 | 2024 program | Baseline for directors; committee chair retainers additional (see below) . |
| Standard non-employee director annual RSU value | $50,000 | 2024 program | 1,573 RSUs at $31.80 closing price on May 14, 2024; 100% vest May 13, 2025 . |
| Chair retainers (if applicable) | $12,500–$90,000 | 2024 program | Audit Chair $20,000; Comp & Benefits Chair $12,500; Credit Risk Chair $12,500; Nominating Chair $12,500; Risk Chair $12,500; Board Chair $90,000 . |
Performance Compensation
| Metric | Target | Payout | Notes |
|---|---|---|---|
| Director compensation performance linkage | Not applicable | Not applicable | STBA director pay comprises cash retainer and RSUs; no disclosed performance-linked metrics for directors . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Conflicts |
|---|---|---|---|
| Sheetz, Inc. | Private | EVP People & Culture | Company disclosed no related party transactions requiring Item 404(a) disclosure related to Doliveira . |
| Pennsylvania Chamber | Non-profit | Director | No related party transactions disclosed . |
| Sheetz Family Charities | Non-profit | Director | No related party transactions disclosed . |
Expertise & Qualifications
- Human capital leadership, enterprise strategy execution, legal and risk oversight within a regulated multi-state retail environment .
- JD (Widener) and BA in labor & industrial relations (Penn State) underpin governance and compliance expertise .
Equity Ownership
| Security | Quantity | Status | Vesting/Delivery | Ownership Form |
|---|---|---|---|---|
| Director Restricted Stock Units | 812 | Unvested | Vest May 12, 2026; settled in common shares upon vesting . | |
| Common Stock | — | — | — | Initial Form 3 filed Oct 30, 2025 (initial beneficial ownership statement) . |
Stock ownership guidelines for directors: must own at least $100,000 in market value of Common Stock within one year to be eligible for re-nomination for a second/third term; $250,000 for a fourth+ term . Company policy prohibits hedging or pledging by directors, officers and employees .
Insider Filings (Director-Level)
| Form | Date Filed | Transaction Date | Security | Amount/Price | Notes |
|---|---|---|---|---|---|
| Form 3 (Initial) | Oct 30, 2025 | Oct 29, 2025 | — | — | Initial statement of beneficial ownership upon joining Board . |
| Form 4 | Oct 30, 2025 | Oct 29, 2025 | Director RSUs | 812 units at $0; vest 05/12/2026 | Derivative securities reported; delivery upon vest . |
Governance Assessment
- Alignment: Independent appointment with balanced cash/equity director pay structure; RSUs align with shareholder outcomes without introducing short-term performance gaming .
- Conflicts: Company affirmatively disclosed no related party transactions involving Doliveira requiring Item 404(a) disclosure .
- Board effectiveness context: Independent Chair; regular executive sessions; active committees in audit, compensation, risk, credit risk, and nominating .
- Shareholder signals: Strong say-on-pay support—2024 approval ~95%; 2025 raw votes show broad “FOR” support (see below), indicating shareholder confidence in compensation governance .
Say-on-Pay and Shareholder Votes (Context)
| Item | 2025 Votes FOR | AGAINST | ABSTAIN | Broker Non-Votes | Notes |
|---|---|---|---|---|---|
| Advisory vote on NEO compensation | 26,335,649 | 1,350,590 | 238,109 | 3,963,618 | Annual meeting May 13, 2025 . |
Company Director Compensation Program (Reference)
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non-employee directors . |
| Annual RSU grant | $50,000 | 1,573 RSUs at $31.80; 100% vest in one year . |
| Chair/Committee retainers | $12,500–$90,000 | Role-based fees (Audit Chair $20k; Board Chair $90k; others $12.5k) . |
| Stock ownership guidelines | $100k/$250k thresholds | $100k within 1 year; $250k for 4th+ term . |
| Hedging/Pledging | Prohibited | Insider Trading Policy applies to directors . |
RED FLAGS and Risks
- Related Party Transactions: None disclosed for Doliveira at appointment (explicit Item 404(a) statement) .
- Hedging/Pledging: Prohibited by policy—reduces misalignment risk .
- Attendance: Not yet applicable; she joined post-2024 cycle .
- Committee Influence: Assignments pending; monitor for appropriate alignment with expertise and avoidance of overboarding .
Sources
- Appointment 8-K and press release: independence, prorated compensation, biography, education .
- Proxy governance/compensation framework: meetings, executive sessions, director compensation, ownership guidelines, hedging prohibition, committee compositions .
- Say-on-pay 2024 approval context and 2025 vote results .
- Insider filings: Form 3 and Form 4 RSU grant details .