Sector: Financials
S AND T BANCORP INC · Meeting: May 12, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2019 with relevant legal, public finance, and business development expertise; no overboarding, attendance, or TSR trigger concerns — STBA's 3-year return of 43.1% trails QABA by only 1.7 percentage points, well within the 65-point threshold required to trigger an against vote.
Executive director (President) since 2019 with 37 years of banking experience; TSR trigger does not apply given only a 1.7pp gap versus QABA against a 65pp threshold, and his pay is evaluated separately under Say on Pay.
CPA and Audit Committee chair since 2019 with strong financial expertise qualifying him as an audit committee financial expert; no TSR, attendance, or overboarding concerns.
Director since 2017 with substantial leadership and risk oversight experience as CEO of Pittsburgh International Airport; no TSR, attendance, independence, or overboarding concerns.
Joined the board in October 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; brings relevant workforce strategy and enterprise risk expertise.
Director since 2001 with deep local business and governance experience; TSR trigger does not apply given only a 1.7pp gap versus QABA against a 65pp threshold, and no attendance or overboarding concerns.
Lead Independent Director since 1997 with extensive manufacturing, financial, and board governance experience; the board has granted a limited mandatory-retirement-age waiver for succession planning purposes, which is disclosed and time-limited, and the TSR trigger does not apply given only a 1.7pp gap versus QABA.
Director since 2024, within the 24-month new-director exemption period, so the TSR trigger does not apply; brings fiduciary, risk management, and strategic leadership experience from leading Milton Hershey School.
Director since 2019 with 47 years of commercial banking experience including prior CEO and risk management roles; qualifies as an audit committee financial expert and no TSR, attendance, or overboarding concerns are present.
CEO and Chair since 2021 and 2025 respectively with strong banking credentials; TSR trigger does not apply given only a 1.7pp gap versus QABA against the 65pp threshold, and his compensation is evaluated separately under Say on Pay.
Director since 2024, within the 24-month new-director exemption period, so the TSR trigger does not apply; brings deep cybersecurity and information technology expertise relevant to the bank's digital risk oversight needs.
All 11 nominees pass policy screens: STBA's 3-year price return of 43.1% trails the community bank benchmark QABA by only 1.7 percentage points, far below the 65-point threshold needed to trigger against votes for strong-positive-TSR companies; no overboarding, attendance failures, independence violations, or familial relationship concerns were identified across the slate.
CEO
Christopher J. McComish
Total Comp
$2,398,854
Prior Support
94%%
CEO total compensation of $2,398,854 is reasonable for a $1.6 billion market-cap regional bank CEO and does not appear to exceed the +20% above-benchmark threshold that would trigger a no vote. The pay program is well-structured with meaningful performance conditions — roughly 63% of CEO pay is variable (annual cash incentive plus equity awards), exceeding the 50-60% policy threshold, and equity awards use both three-year relative return on equity and total shareholder return vs. peers as performance metrics. The prior Say on Pay vote received 94% shareholder support, well above the 70% threshold, and STBA's 3-year price return of 43.1% closely tracks the QABA community bank benchmark (gap of only -1.7 percentage points), confirming acceptable pay-for-performance alignment.
Auditor
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; Ernst & Young is a Big 4 firm appropriate for a $1.6 billion market-cap bank; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements were identified.
The 2026 S&T Bancorp annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory Say on Pay vote — and no stockholder-submitted proposals. All proposals pass policy screens: the full director slate receives FOR votes given strong TSR alignment with the QABA community bank benchmark, Ernst & Young's fee structure is well within independence thresholds, and the CEO compensation program features robust performance-based pay with 94% prior-year shareholder support.
