Joseph Beebe
About Joseph Beebe
Joseph P. Beebe, age 66, has served on Univest Financial Corporation’s board since 2021 and became Lead Independent Director in 2024. He retired in 2020 as Managing Director and Co‑Head of Insurance & Asset Management Investment Banking at Keefe, Bruyette & Woods (a Stifel company), with prior management roles at Fox‑Pitt Kelton and Midlantic Corporation. He holds a BA in Economics from Villanova University and an MBA (Finance) from Pace University; his board biography emphasizes deep advisory experience across financial institutions in strategy, M&A, capital raising, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Univest Financial Corporation | Director; Lead Independent Director | Director since 2021; Lead Independent since 2024 | Leads independent directors; agenda input; evaluation of board and committees; chairs Independent Directors Committee |
| Keefe, Bruyette & Woods (Stifel) | Managing Director; Co‑Head, Insurance & Asset Management IB | Retired 2020 | Corporate strategy, M&A, divestitures, capital raising advisory to insurance/asset managers/banks |
| Fox‑Pitt Kelton, Inc. | Management positions | Not disclosed | Financial services advisory leadership |
| Midlantic Corporation | Management positions | Not disclosed | Financial services leadership |
| Patriot Financial Partners LP | Advisory Board Member (prior) | Not disclosed | PE advisory; industry networks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Villanova University | President’s Advisory Council | Current | University advisory engagement |
| Villanova University | Institute for Innovation & Entrepreneurship Advisory Council | Current | Innovation/entrepreneurship advisory |
| Various non‑profits | Board member | Current | Non‑profit board service (not individually listed) |
Board Governance
- Independence: The board determined all directors except the CEO are independent under NASDAQ and SEC rules; lending/deposit relationships compliant with Regulation O do not impair independence .
- Roles/Committee assignments: Chair, Compensation Committee; Member, Executive Committee; Lead Independent Director (appointed 2024); chairs Independent Directors Committee .
- Attendance: Board met eight times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet separately at least twice a year and after each Board meeting without management; Lead Independent Director coordinates agendas and evaluations with Nominating & Governance .
| Committee | Role | As of | Notes |
|---|---|---|---|
| Compensation Committee | Chair | Feb 7, 2025 | Oversees exec and director pay; HR‑ESG oversight included in charter; independent consultant input |
| Executive Committee | Member | Feb 7, 2025 | Board leadership participation |
| Independent Directors Committee | Chair | 2024+ | Leads independent director sessions and agenda input |
Fixed Compensation
- Structure (2024): Annual board cash retainer $40,000; annual RSU grant ~$37,500; additional retainers for committee chairs and memberships (e.g., $20,000 Independent Directors Committee chair; $8,500 Audit/ERMC/Nominating/Compensation chair; $11,000 Executive Committee; $6,000 most committee memberships) .
- Director stock ownership guideline: 10,000 shares within five years; RSUs count toward ownership .
| Compensation Element (2024) | Amount |
|---|---|
| Board annual cash retainer | $40,000 |
| Annual RSU grant (service‑based) | $37,500 grant value (priced at $21.24 on 1/31/2024) |
| Committee chair retainer – Independent Directors Committee | $20,000 |
| Committee chair retainers – Audit/ERMC/Nominating/Compensation | $8,500 each |
| Committee chair retainers – CRA/Trust | $4,500 each |
| Committee membership retainer – Executive | $11,000 |
| Committee membership retainers – Audit/Comp/Nom/ERMC/CRA/Trust | $6,000 each |
| Joseph P. Beebe: Director Compensation by Year | 2021 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $40,400 | $69,984 | $80,392 |
| RSUs Grant Value ($) | $32,508 | $35,023 | $37,510 |
| Total ($) | $72,908 | $105,007 | $117,902 |
Performance Compensation
- Form: Service‑based restricted stock units (RSUs) to directors; dividend equivalents accrue and are paid upon vesting; no voting rights until vesting .
| Joseph P. Beebe: Director RSU Details | 2021 | 2023 | 2024 |
|---|---|---|---|
| RSUs outstanding (unvested, 12/31) (#) | 1,448 (Beebe) | 2,452 (each director; Connor exception) | 3,056 (each director; Aichele/Cama none; Vazquez 1,766) |
| Grant date | 1/31/2021 | 1/31/2023 | 1/31/2024 |
| Grant price ($) | $22.45 | $27.15 | $21.24 |
| Grant date fair value ($) | $32,508 | $35,023 | $37,510 |
| Vesting type | Service‑based RSUs (directors) | Service‑based RSUs | Service‑based RSUs |
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Note |
|---|---|---|
| Public company boards | None disclosed | No public interlocks disclosed |
| Patriot Financial Partners LP | Advisory Board Member (prior) | Private fund advisory; no related‑party transactions disclosed with UVSP |
| Villanova University (two councils) | Advisory roles | Academic advisory; non‑profit |
Expertise & Qualifications
- Investment banking leadership focused on insurance, asset management, and banking; extensive M&A and capital markets advisory credentials .
- Lead Independent Director responsibilities include agenda input, coordinating independent sessions, and overseeing board/committee effectiveness with Nominating & Governance .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 10,400 |
| Ownership % of outstanding | <1% |
| Pledged shares | None; “No securities are pledged as collateral or security” |
| Director ownership guideline | 10,000 shares within 5 years (RSUs count) |
| Compliance vs guideline | Meets requirement (10,400 ≥ 10,000) |
| Anti‑hedging/pledging policy | Hedging and pledging prohibited for directors |
Compensation Committee Analysis
| Member | Role |
|---|---|
| Joseph P. Beebe | Chairman |
| Martin P. Connor | Member |
| Robert C. Wonderling | Member |
| Charles H. Zimmerman | Member |
- Independent compensation consultant: McLagan (Aon) advises the committee on executive and director programs; committee reviewed independence and found no conflicts .
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting | For | Against | Abstain | Broker Non‑Votes | Noted Support |
|---|---|---|---|---|---|
| Apr 25, 2024 | 22,674,333 | 749,307 | 125,557 | 1,966,484 | 97% of votes cast in favor (CD&A) |
| Apr 24, 2025 | 23,042,296 | 669,660 | 57,807 | 1,717,402 | Not quantified in proxy; strong approval indicated by raw votes |
Governance Assessment
- Alignment and independence: Beebe is independent, holds the Lead Independent Director role, and chairs the Compensation Committee—enhancing oversight of pay and board effectiveness .
- Engagement: Board met eight times in 2024; all directors achieved ≥75% attendance; independent directors hold executive sessions after each Board meeting and at least twice annually .
- Ownership alignment: He meets/exceeds the 10,000‑share director ownership guideline; no pledging; hedging prohibited—strong investor alignment signals .
- Director pay mix trend: Beebe’s cash fees rose with leadership roles (Lead Independent Director; committee chair), while equity grants remain service‑based RSUs; annual RSU grant value increased from $35,023 (2023) to $37,510 (2024) and cash retainer increased from $38,400 (2023 schedule) to $40,000 in 2024 .
- Related‑party/Conflicts: Routine lending/deposit relationships are immaterial (0.01% of equity) and conducted on market terms; no adverse features or specific related‑party exposures involving Beebe disclosed .
- RED FLAGS: None evident—no pledging or hedging; strong say‑on‑pay support; combined Chair/CEO structure mitigated by a robust Lead Independent Director role and independent committee leadership .