S&T Bancorp Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 11 directors to serve one-year terms until the next annual meeting of shareholders.

2. 2

   Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as S&T’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Vote to Approve Compensation of S&T’s Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of S&T’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   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.

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When is the S&T Bancorp Inc 2026 annual meeting?

S&T Bancorp Inc (STBA) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the S&T Bancorp Inc 2026 meeting?

The record date for the S&T Bancorp Inc 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for S&T Bancorp Inc's 2026 meeting?

The board is presenting 11 director nominees at the S&T Bancorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the S&T Bancorp Inc 2026 meeting?

Shareholders will vote on 3 proposals at the S&T Bancorp Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.