Independent
Tenure on this board
6.9 yrs
11 nominees · 3 ballot items.
Elect 11 directors to one-year terms; ratify Ernst & Young LLP as independent auditors for fiscal 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers.
Elect 11 directors to serve one-year terms until the next annual meeting of shareholders.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as S&T’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of S&T’s Named Executive Officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the overall compensation of S&T’s Named Executive Officers as disclosed under Item 402 of Regulation S-K. Management is seeking this advisory approval to endorse its pay-for-performance framework and to provide shareholder feedback on its compensation philosophy, which combines base salary, an annual Management Incentive Plan (MIP) tied to corporate performance measures (EPS, PPNR/average assets, and asset quality) and a Long-Term Incentive Plan (LTIP) with time-based and performance-based restricted stock units that vest subject to ROAE and relative TSR metrics. The filing emphasizes program features intended to limit excessive risk-taking, including a Shareholder Protection Feature and Minimum Gateway Requirement, claw-back provisions, and stock ownership guidelines, and indicates the Compensation Committee uses peer benchmarking and an independent consultant. The advisory vote is non-binding, but the Board intends to consider the outcome when reviewing future compensation policies and practices; the filing notes prior shareholder support (94% approval in 2025) and that the Board has chosen an annual say-on-pay frequency. Management’s stated rationale for recommending a FOR vote is that the program aligns executive incentives with sustained financial performance and shareholder value creation while incorporating risk-mitigating design elements. Potential shareholder concerns would center on pay levels, the calibration of performance metrics, and the balance between short- and long-term incentives; the filing discloses the MIP and LTIP design, recent payouts (e.g., 119% payout on 2025 MIP) and changes made to align with market practice. For a governance-focused evaluator, important context includes the Compensation Committee’s independence, use of Aon as compensation consultant, the inclusion of both absolute and peer-relative metrics (ROAE and TSR) in long-term awards, and the company’s disclosure of clawback, share ownership, and change-in-control protections. The Board’s commitment to consider the advisory vote’s outcome, combined with disclosed program safeguards and prior shareholder support, frames this as a relatively standard say-on-pay request typical of U.S. public companies with performance-linked incentive structures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.99% | 3,952,691 | $165M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.77% | 2,436,454 | $102M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.25% | 2,247,916 | $94M |
| 4 | STATE STREET CORP | 4.93% | 1,775,248 | $74M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.63% | 1,666,306 | $70M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.72% | 1,338,137 | $56M |
| 7 | BlackRock, Inc. | 2.80% | 1,006,604 | $42M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.30% | 826,759 | $35M |
| 9 | AMERICAN CENTURY COMPANIES INC | 1.87% | 671,052 | $28M |
| 10 | BANK OF AMERICA CORP /DE/ | 1.35% | 486,299 | $20M |
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