William J. Hieb
About William J. Hieb
Independent director of S&T Bancorp since 2019; age 68. Former CEO of DNB Financial Corp (holding company for DNB First, N.A.), with 47 years of commercial banking experience spanning lending, credit administration, risk management, and wealth management, which the board cites as strengthening its collective risk oversight capability . The board affirmatively determined Mr. Hieb is independent under NASDAQ rules as of January 29, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DNB Financial Corp (holding company for DNB First, N.A.) | President & CEO | Apr 2016–Nov 2019 | Led organization until acquisition by S&T |
| DNB Financial Corp | President & Chief Risk & Credit Officer | Apr 2011–Jan 2016 | Supervised risk management function and operations |
| DNB Financial Corp | President & Chief Operating Officer | Jan 2005–Apr 2011 | Operational leadership |
| DNB Financial Corp | Director | Since 2005 | Board governance |
| DNB First, N.A. | Director | Since 2004 | Bank board governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chester County Chamber of Business and Industry | Director | Not disclosed | Community and economic development engagement |
| Chester County Historical Society | Director | Not disclosed | Nonprofit governance |
| Chester County Economic Development Council | Director | Not disclosed | Regional economic development oversight |
| Chester County Chamber of Business & Industry Foundation | Director | Not disclosed | Foundation oversight |
| Pennsylvania Bankers Association | Director | Not disclosed | Industry association governance |
| Housing Partnership of Chester County | Director | Not disclosed | Affordable housing initiatives |
| Business Leadership Organized for Catholic Schools | Director | Not disclosed | Educational philanthropy |
| West Chester University President’s Corporate Advisory Council | Member | Not disclosed | Advisory role to university leadership |
Board Governance
- Committee assignments: Audit; Credit Risk; Executive; Risk Committee Chair .
- Independence: Board determined Mr. Hieb meets NASDAQ independence standards; Risk Committee chair must be independent by charter and Mr. Hieb meets such standards .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Meeting cadence (2024): Board (6); Audit (9); Compensation & Benefits (5); Credit Risk (4); Nominating & Corporate Governance (4); Risk (4); Executive Committee did not meet .
- Executive sessions: Independent directors meet at least twice per year without management; presided over by the independent Board Chair . Board Chair is independent (Christine J. Toretti) .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual Cash Retainer | $70,000 | May 14, 2024–May 13, 2025 | Standard non-employee director retainer |
| Risk Committee Chair Fee | $12,500 | 2024 | Chair retainer for Risk Committee |
| Total Cash Earned (Hieb) | $82,500 | Fiscal 2024 | Sum of retainer + chair ($70,000 + $12,500) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | As-of Status |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 14, 2024 | 1,573 units | $50,000 total; $31.80 per share | 100% on May 13, 2025 | Unvested 1,573 units as of Dec 31, 2024 |
No performance metrics are attached to director equity; RSUs are time-based to align interests with shareholders . No option awards are disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| None disclosed | — | Public company board | Proxy does not list other current public company directorships for Mr. Hieb |
Expertise & Qualifications
- 47 years in commercial banking; deep experience in lending, credit administration, wealth management, and supervising risk management functions, qualifying him for Board risk oversight roles .
- Independent Risk Committee chair; charter requires independence and direct CRO access, with oversight of the ERM framework and risk appetite recommendations to the Board .
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Beneficially Owned Shares | 31,769 | Feb 28, 2025 | Less than 1% of outstanding shares; 38,370,213 shares outstanding |
| Unvested RSUs | 1,573 | Dec 31, 2024 | Standard 2024 director grant |
| Ownership Guidelines Compliance | Satisfied | Jan 29, 2025 | Directors must hold ≥$100,000 within one year; ≥$250,000 for fourth+ term; all directors except Ramachandran met guidelines |
Governance Assessment
- Strengths: Independent director and Risk Committee chair with extensive banking and risk credentials; ERM oversight includes CRO direct access; strong attendance; independent board chair governance structure .
- Alignment: Cash/equity pay mix consistent with peers; annual RSUs intended to align incentives; meets director stock ownership guidelines .
- Potential conflicts: No related-party transactions disclosed involving Mr. Hieb; board assessed independence including transaction review; Regulation O extensions of credit are pre-approved and on market terms .
- Red flags: None identified for Mr. Hieb in the proxy; related-party transactions disclosed pertain to another director (facility lease), not to Mr. Hieb .