S AND T BANCORP INC (STBA)
Sector: Financials
2026 Annual Meeting Analysis
S AND T BANCORP INC · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 11 Directors to Serve a One-Year Term
Director since 2019 with relevant legal, public finance, and business development experience; no overboarding, attendance, or TSR trigger concerns — STBA's 3-year return of 56.4% outperforms the peer median of 48.3% by +8.1pp, well within the 50pp threshold required to trigger an AGAINST vote.
Executive director (President) since 2019 with 37 years of banking experience; no overboarding or attendance issues, and STBA's strong TSR relative to peers means the TSR trigger does not apply — the +8.1pp outperformance versus the peer median is far below the 50pp threshold.
Director since 2019, serves as Audit Committee Chair and qualifies as an audit committee financial expert as a CPA; no overboarding, attendance, or TSR trigger concerns given STBA's solid peer-relative performance.
Director since 2017 with extensive leadership experience in a heavily regulated industry; serves as Compensation Committee Chair; no overboarding, attendance, or TSR trigger concerns.
Director since October 2025 — fewer than 24 months of tenure — and is therefore exempt from the TSR trigger under policy; brings relevant HR, legal, and risk management expertise to the board.
Director since 2001 with long-standing local business and governance experience; no overboarding or attendance issues, and STBA's TSR outperformance versus peers means the TSR trigger does not apply.
Director since 1997 and newly appointed Lead Independent Director; board has granted a limited waiver of the mandatory retirement age for succession planning purposes; no overboarding or attendance issues, and STBA's peer-relative TSR performance is well within acceptable bounds.
Director since 2024 — fewer than 24 months of tenure — and is therefore exempt from the TSR trigger under policy; brings fiduciary, strategic, and risk management experience from leading a large educational institution.
Director since 2019 with 47 years of commercial banking experience including credit and risk management; qualifies as an audit committee financial expert; no overboarding, attendance, or TSR trigger concerns.
Executive director (CEO and Chair) since 2021; STBA's 3-year TSR of 56.4% outperforms the peer median of 48.3% by +8.1pp and outperforms QABA (the community bank benchmark) by -1.5pp, both well within the applicable thresholds — no TSR trigger applies.
Director since 2024 — fewer than 24 months of tenure — and is therefore exempt from the TSR trigger under policy; brings valuable cybersecurity and information technology expertise relevant to the bank's risk oversight needs.
All 11 director nominees receive a FOR vote. STBA's 3-year price return of 56.4% outperforms the company-disclosed peer group median of 48.3% by +8.1pp and is virtually in line with the QABA community bank benchmark (gap of -1.5pp), both comfortably within the applicable underperformance thresholds needed to trigger an AGAINST vote. No directors are overboarded, all attended at least 75% of meetings, no familial relationships with senior management were identified, audit committee members have appropriate financial expertise, and no independence concerns were flagged. Three newer directors (Doliveira, Gurt, Ramachandran) are within the 24-month new-director exemption period.
Say on Pay
✓ FORCEO
Christopher J. McComish
Total Comp
$2,398,854
Prior Support
94%%
CEO total compensation of approximately $2.4 million is reasonable for a regional bank CEO overseeing a $1.6 billion market cap institution, and the prior year say-on-pay vote received 94% shareholder support — well above the 70% threshold that would require corrective action. The pay program is appropriately structured with a majority of compensation being variable and performance-linked: the annual cash bonus (MIP) is tied to EPS, pre-provision net revenue, and asset quality metrics, while the long-term equity awards (LTIP) vest based on 3-year return on average equity relative to peers and total shareholder return versus peers — both meaningful, long-term, and hard-to-manipulate metrics. STBA's 3-year TSR of 56.4% outperforms the compensation peer group median of 48.3% by +8.1pp, confirming that above-target incentive payouts (119% of MIP target) are consistent with genuine shareholder value creation, satisfying the pay-for-performance alignment check.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,313,737
Non-Audit Fees
$227,633
Non-audit fees (audit-related fees of $31,973 plus tax fees of $195,660, totaling $227,633) represent approximately 17% of audit fees of $1,313,737, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire under policy. Ernst & Young is a Big 4 firm appropriate for a $1.6 billion market cap bank. No material financial restatements were noted.
Overall Assessment
The 2026 S&T Bancorp annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which receive a FOR vote under this policy. STBA's stock has delivered a 3-year return of 56.4%, outperforming its disclosed peer group median and closely tracking the QABA community bank benchmark, no director independence or overboarding concerns were identified, executive pay is reasonably structured with strong performance linkage, and Ernst & Young's non-audit fee ratio is well within acceptable bounds.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing