Thomas Petro
About Thomas M. Petro
Independent director since 2016 (age 66). Managing Partner of 1867 Capital Partners; former President & CEO of Fox Chase Bank and Fox Chase Bancorp (NASDAQ: FXCB) from 2005/2006 until their 2016 acquisition by Univest; former President & CEO of Northeast Pennsylvania Financial Corporation (NASDAQ: NEPF) from 2003–2005. NACD Board Leadership Fellow and NACD Directorship Certified; qualifies as an Audit Committee Financial Expert. Univest’s Board deems all directors independent except the CEO, confirming Petro’s independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Chase Bank; Fox Chase Bancorp, Inc. (NASDAQ: FXCB) | President & CEO | 2005–2016 (bank); 2006–2016 (holding co.) | Led through IPO and sale to Univest (2016) |
| Northeast Pennsylvania Financial Corp. (NASDAQ: NEPF) | President & CEO | 2003–2005 | Led through sale (2005) |
| BizEquity | Chairman of the Board | 2017–2019 | Company sold to ACBJ (2019) |
| OrthogenRx, Inc. | Chairman of the Board | 2016–2022 | Company sold to Avanos Medical (NYSE: AVNS) (2022) |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| 1867 Capital Partners | Managing Partner | Private (VC) | Early-stage life sciences, fintech, tech-enabled services |
| Fintegra LLC | Director | Private | Board member |
| Derstine’s Foodservice, Inc. | Director | Private | Board member |
| USA Nordic Sport | Director | Non-profit | National leadership for ski jumping Olympic program |
Board Governance
- Committee assignments (as of Feb 7, 2025): Audit (Member), Enterprise-Wide Risk Management (Chair), Executive (Member), Trust (Chair) .
- Independence: Independent director; all directors except the CEO are independent under NASDAQ/SEC rules .
- Attendance: Board met 8 times in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: CEO is also Chair; the Board appoints a Lead Independent Director (currently Joseph P. Beebe) and holds executive sessions of independent directors at least twice a year and after each Board meeting .
- Risk oversight: Chairs the Enterprise-Wide Risk Management Committee overseeing key bank risks including credit, liquidity, market, cyber, compliance, and vendor risks .
- Financial expertise: Identified by the Board as an Audit Committee Financial Expert .
Fixed Compensation
| Component (Director) | Amount | Detail/Source |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $79,569 | UVSP Director Compensation table |
| Restricted Stock Units (2024 grant-date fair value) | $37,510 | Awarded Jan 31, 2024 (service-based RSUs) |
| Total Director Compensation (2024) | $117,079 | Sum of cash + RSUs |
| Director RSUs Outstanding (12/31/2024) | 3,056 units | Each director (except named exceptions) had 3,056 unvested RSUs |
| Ownership Guideline | 10,000 shares within 5 years | Applies to all non-employee directors |
Director compensation structure (2024):
- Annual cash retainer: $40,000; annual RSU grant ≈$37,500 (based on stock price at 1/31/2024) .
- Additional retainers: Committee Chair—$20,000 (Independent Directors Committee); $8,500 (Audit, ERM, Nominating & Governance, Compensation); $4,500 (CRA, Trust). Committee member retainers: $11,000 (Executive), $6,000 (others) .
- Mandatory retirement: Age 72 (possible extension up to 3 years) .
Performance Compensation
- Non-employee directors do not receive performance-based compensation; annual equity is in the form of service-based RSUs that vest over time. Unvested awards accrue dividend equivalents paid in cash at vest; no voting rights pre-vest .
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| Public company boards (current) | None disclosed | — | Biographical disclosure lists no current public boards other than UVSP |
| Fox Chase Bancorp, Inc. (NASDAQ: FXCB) | Prior | President & CEO; Director | 2006–2016; acquired by UVSP (2016) |
| Northeast Pennsylvania Financial Corp. (NASDAQ: NEPF) | Prior | President & CEO | 2003–2005 |
No related-party transactions with directors outside ordinary-course banking were flagged; aggregate loans to insiders and affiliates were 0.01% of shareholders’ equity at 12/31/2024, made on market terms; Audit Committee reviews related-party transactions .
Expertise & Qualifications
- Banking CEO with capital markets, regulatory and governance experience; extensive knowledge of financial institution operations .
- Audit Committee Financial Expert designation .
- NACD Board Leadership Fellow; NACD Directorship Certified .
- Chairs ERM and Trust committees—direct experience in risk oversight and fiduciary/wealth management governance .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (2/7/2025) | 59,028 shares | Includes 44 shares owned by family members |
| Ownership % of Outstanding | <1% | As reported in beneficial ownership table |
| Shares Pledged | None | Proxy notes no securities are pledged as collateral or security |
| Director Ownership Guideline | 10,000 shares within 5 years; directors ≥5 years in role are in compliance | Applies to RSUs (vested/unvested) and certain holdings; Petro has served since 2016 |
Insider Trading Activity (Form 4)
Governance Assessment
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Strengths
- Independent director with deep banking CEO experience; chairs ERM and Trust committees; recognized Audit Committee Financial Expert—strong risk and financial oversight credentials .
- Solid alignment: ownership above 10,000-share guideline; no pledging permitted; insider policy prohibits hedging and pledging; dividend rights only at vest for unvested equity .
- Board effectiveness: consistent attendance (≥75%); independent director executive sessions after each Board meeting; presence of Lead Independent Director mitigates combined CEO/Chair structure .
- Shareholder support: say‑on‑pay approval at 97% in 2024 indicates broad investor confidence in compensation governance .
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Watch items
- 2025 open-market sales (9,000 shares at ~$31.75) reduced holdings; monitor ongoing ownership relative to guidelines and signals around personal liquidity vs. confidence; post-sale holdings remain substantial [links above].
- Combined CEO/Chair persists; while offset by Lead Independent Director and independent committees, investors often scrutinize this structure in banks .
- Venture investor role (1867 Capital Partners) introduces theoretical related-party exposure; however, proxy reports related-party transactions limited, on market terms, and immaterial in aggregate (0.01% of equity) with Audit Committee oversight .
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Director Compensation structure
- Balanced cash/equity mix; director equity is time-based RSUs (no performance linkage), which is common but offers less explicit performance alignment than PSU structures used for executives; nonetheless, ownership guidelines and anti-hedging/pledging policies strengthen alignment .
Net: Petro brings material risk, finance, and governance expertise, holds key oversight chair roles, and meets independence and ownership standards—factors supportive of investor confidence in board effectiveness. Continued monitoring of insider sales and potential related-party exposures via his venture activities is prudent, though no red flags are disclosed at this time .