Suzanne Keenan
About Suzanne Keenan
Independent director of Univest Financial Corporation (UVSP) since 2020; age 60 as of the 2025 proxy, with a background as CIO/SVP at Wawa, leadership roles at Comcast Cable and PECO Energy, and current external board leadership at NERC focused on grid reliability and security . Education: B.S. Nuclear Engineering (Penn State) and M.S. Health Physics (University of Pittsburgh) . The board determined she is independent under NASDAQ and SEC rules; all directors except the CEO are independent .
Past Roles
| Organization | Role | Committees/Impact | Source |
|---|---|---|---|
| Wawa, Inc. | Chief Information Officer and Senior Vice President; led IT strategy, IT security, process improvement | Enterprise-scale IT leadership; security and change management | |
| Comcast Cable | Leadership roles including oversight of Comcast University; established talent management program focused on diversity | Human capital development; DEI program establishment | |
| PECO Energy Company | Led customer service, operations, and marketing through deregulation | Regulated utility operations; customer experience and operational transformation |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact | Source |
|---|---|---|---|---|
| North American Electric Reliability Corporation (NERC) | Board of Trustees Chair (2025); previously Vice Chair and Chair Elect (2024) | Focused on electric grid reliability/security | Former Chair of Corporate Governance & HR and Technology & Security committees | |
| Women in Tech Leadership (Philadelphia) | Founding board member | Networking and leadership development | — |
Board Governance
- Committee assignments (as of Feb 7, 2025): Nominating & Governance (member), Enterprise-Wide Risk Management (member), Executive Committee (member), Community Reinvestment Act (member); no chair roles disclosed for Keenan .
- Attendance and engagement: Board met eight times in 2024; all directors attended at least 75% of board and committee meetings and were in attendance at the 2024 annual meeting .
- Independence: Board determined all directors except the CEO (Schweitzer) are independent; lending or deposit relationships under Regulation O do not affect independence if on standard terms .
| Committee | Membership | Chair Role | Source |
|---|---|---|---|
| Audit | No | — | |
| Compensation | No | — | |
| Nominating & Governance | Yes | No | |
| Enterprise-Wide Risk Management | Yes | No | |
| Executive | Yes | No | |
| Community Reinvestment Act (subsidiary committee) | Yes | No | |
| Trust (subsidiary committee) | No | — |
Fixed Compensation
- Director fee structure (2024): $40,000 annual cash retainer; annual RSUs ~$37,500 (grant date Jan 31, 2024); committee chair and committee retainers as listed below .
- Keenan’s 2024 director compensation: $67,600 cash fees; $37,510 RSUs; total $105,110 .
- Keenan’s 2023 director compensation: $58,900 cash fees; $35,023 RSUs; total $93,923 .
| Year | Cash Fees ($) | RSUs ($) | RSUs Outstanding (Unvested, #) | Total ($) | Source |
|---|---|---|---|---|---|
| 2024 | 67,600 | 37,510 | 3,056 | 105,110 | |
| 2023 | 58,900 | 35,023 | 2,452 | 93,923 |
Director compensation elements (2024 schedule):
- Board retainer: $40,000 cash; RSUs ~$37,500 (Jan 31, 2024 grant) .
- Committee chair retainers: $20,000 Independent Directors; $8,500 Audit; $8,500 Enterprise-Wide Risk; $8,500 Nominating & Governance; $8,500 Compensation; $4,500 CRA; $4,500 Trust .
- Committee member retainers: $11,000 Executive; $6,000 Audit; $6,000 Compensation; $6,000 Nominating & Governance; $6,000 Enterprise-Wide Risk; $6,000 CRA; $6,000 Trust .
Performance Compensation
- Director equity awards are service-based RSUs (not performance-conditioned); directors have no rights to dividends on unvested equity—dividend equivalents are paid in cash upon vesting .
- As of Dec 31, 2024, each director (including Keenan) had 3,056 unvested RSUs outstanding .
| Equity Element | Grant Date | Vesting Basis | Unvested Units (#) | Dividend Treatment | Source |
|---|---|---|---|---|---|
| Director RSUs | Jan 31, 2024 | Service-based; time vesting | 3,056 | Dividend equivalents paid at vesting; no dividends on unvested units |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict | Source |
|---|---|---|---|---|
| NERC Board of Trustees | Non-profit/standard-setting | Chair (2025) | Governance/technology/security oversight expertise; no disclosed UVSP business ties | |
| Women in Tech Leadership | Non-profit | Founding board member | Networking; no disclosed UVSP business ties |
No current public company board seats disclosed for Keenan; prior corporate roles were operating leadership positions (not directorships) .
Expertise & Qualifications
- Information technology and security leadership (CIO at Wawa); regulatory oversight and utility operations experience (PECO); customer experience, change management, and talent/DEI programs (Comcast) .
- ESG and governance oversight via NERC committee leadership (Corporate Governance & HR; Technology & Security) .
- Technical education in nuclear engineering and health physics, aligning with risk and technology governance .
Equity Ownership
- Beneficial ownership as of Feb 7, 2025: 17,309 shares; includes 3,000 shares owned by family members; less than 1% of outstanding shares .
- Beneficial ownership as of Feb 9, 2024: 16,019 shares; includes 3,000 shares owned by family members; less than 1% of outstanding shares .
- Directors are required to own 10,000 shares within five years of becoming a director; shares counted include RSUs (vested/unvested) and certain trust/retirement holdings .
- Insider trading policy prohibits hedging, pledging, and margin accounts for directors .
| Date (Record) | Shares Beneficially Owned | Family Shares Included | % of Outstanding | Policy Notes | Source |
|---|---|---|---|---|---|
| Feb 7, 2025 | 17,309 | 3,000 | <1% | Director ownership guideline: 10,000 shares within five years | |
| Feb 9, 2024 | 16,019 | 3,000 | <1% | Hedging/pledging prohibited by policy |
Governance Assessment
- Independence and alignment: Keenan is independent; board structure emphasizes independent oversight with a Lead Independent Director and regular executive sessions of independent directors, enhancing investor confidence .
- Committee effectiveness: Service on Nominating & Governance and Enterprise-Wide Risk Management brings relevant governance and risk expertise; NERC leadership strengthens cyber/technology risk oversight at UVSP .
- Attendance and engagement: Strong engagement with ≥75% attendance across board/committee meetings; all directors attended the annual meeting—positive governance signal .
- Ownership alignment: Personal beneficial ownership above the 10,000-share guideline threshold and prohibition on hedging/pledging supports alignment with shareholders .
- Compensation mix: Balanced cash retainer plus annual service-based RSUs; no director performance-conditioned equity—reduces pay-for-performance signaling but is consistent with typical bank director compensation structures; Keenan’s mix for 2024 was ~$64% cash/$36% equity by value .
- Conflicts/related-party exposure: Lending/deposit relationships permitted under Regulation O on market terms do not impact independence; related party lending to directors and affiliates was de minimis (0.01% of total shareholders’ equity as of Dec 31, 2024) .
- Broader governance signals: 2024 say-on-pay approval of 97% indicates shareholder support for compensation practices; independent compensation consultant (McLagan) engaged by the Compensation Committee reduces consultant conflicts risk .
RED FLAGS: None explicitly disclosed for Keenan. Monitoring areas include routine director/customer banking relationships (governed under Regulation O) and ensuring continued compliance with ownership guidelines; whistleblower reports were zero in 2024, reducing near-term concern but still warrants ongoing oversight .