S&T Bancorp (STBA) Proxy filing summary

Executive summary

• Achieved net income of $134.2 million in 2025, with return on tangible equity at 12.62% and return on assets at 1.38%.

• Customer deposit growth reached $220.5 million, and total portfolio loans increased by $329 million.

• Recognized as a top workplace and among Forbes' Best Banks in 2025.

• Invested in digital capabilities, technology, talent development, and risk infrastructure for future competitiveness.

• Community impact included 26,632 service hours, $219,000 in charitable donations, and $26.6 million in community development loans.

Voting matters and shareholder proposals

• Shareholders will vote to elect 11 directors for one-year terms, ratify Ernst & Young LLP as auditor for 2026, and approve executive compensation on a non-binding basis.

• Board recommends voting for all director nominees, auditor ratification, and executive compensation approval.

• Shareholder proposals for the 2027 meeting must be submitted by November 30, 2026.

Board of directors and corporate governance

• Board consists of 11 directors, with a mix of tenure and diversity in gender and ethnicity.

• In 2025, CEO Christopher J. McComish was appointed Chairperson; Jeffrey D. Grube became Lead Independent Director.

• Board committees include Audit, Compensation and Benefits, Credit Risk, Executive, Nominating and Corporate Governance, and Risk.

• All directors attended at least 75% of meetings; independent directors meet at least twice annually in executive session.

• Director compensation revised to quarterly payments and updated stock ownership guidelines to four times annual cash retainer.