S&T Bancorp (STBA) Proxy Filing summary

Executive summary

• Achieved net income of $131.3 million and EPS of $3.41 per diluted share in 2024, with strong return metrics (ROA 1.37%, ROE 9.86%, ROTE 13.84%).

• Customer deposit growth of $411.7 million (5.76%) offset by lower brokered deposits; total deposits increased $261.3 million.

• Asset quality improved, with provision for credit losses at $0.1 million and net charge-offs at $8.3 million (0.11% of average loans).

• Recognized as one of Forbes' 2024 America's Best Banks and included in Piper Sandler Sm-All Stars Class of 2024.

• Continued focus on employee engagement, community service (25,000+ hours), and charitable giving ($680,000+ in 2024).

Voting matters and shareholder proposals

• Shareholders to elect 11 directors for one-year terms, ratify Ernst & Young LLP as independent auditor for 2025, and approve executive compensation on a non-binding advisory basis.

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

• Shareholder proposals for the 2026 annual meeting must be submitted by December 1, 2025.

Board of directors and corporate governance

• Board will have 11 directors post-meeting, with two new directors added in 2024 to enhance diversity and expertise.

• Board includes two female, one African American, and one Asian director; average tenure is 11.9 years.

• All directors except the CEO and President are independent; six standing committees oversee governance.

• Chairperson and CEO roles are separated; independent Chair leads executive sessions.

• Directors must meet stock ownership guidelines; all current directors are compliant.