Document

DEF 14A 1 stba-2021proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. ___)

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12

S&T Bancorp, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

S&T Bancorp, Inc.

800 Philadelphia Street

Indiana, Pennsylvania 15701

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 17, 2021

To the Shareholders of

S&T Bancorp, Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of S&T Bancorp, Inc. (“S&T”) will be held on May 17, 2021, at 10:00 a.m. Eastern Time, via virtual online meeting only (www.virtualshareholdermeeting.com/STBA21) for considering and voting on the following matters:

1.To elect 13 directors to serve a one-year term until the next annual meeting of shareholders and until their respective successors are elected and qualified;

2.To ratify the selection of Ernst & Young LLP as S&T's independent registered public accounting firm for the fiscal year 2021;

3.To approve, on a non-binding advisory basis, the compensation of S&T’s named executive officers;

4.To approve the adoption of the S&T Bancorp, Inc. 2021 Incentive Plan; and

5.To transact such other business as may properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 17, 2021 are entitled to notice of and to vote at such meeting or any adjournment thereof.

To participate in the virtual Annual Meeting at www.virtualshareholdermeeting.com/STBA21, you need to use the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. We encourage you to allow ample time for online check-in, which will begin at 9:30 a.m. Eastern Time. Please note that there is no in-person annual meeting for you to attend.

By Order of the Board of Directors,


Ernest J. Draganza Secretary

Indiana, Pennsylvania

April 6, 2021

IMPORTANT

YOUR VOTE IS IMPORTANT, AND WE APPRECIATE YOU TAKING THE TIME TO VOTE PROMPTLY. IF YOU RECEIVED THE PROXY MATERIALS BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION AS DIRECTORS OF ALL OF THE NOMINEES NAMED IN THIS PROXY STATEMENT, FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS S&T's INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021, FOR THE APPROVAL OF THE COMPENSATION OF S&T’S NAMED EXECUTIVE OFFICERS AND FOR THE ADOPTION OF THE S&T BANCORP, INC. 2021 INCENTIVE PLAN.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 17, 2021: OUR PROXY STATEMENT, 2020 ANNUAL REPORT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ARE AVAILABLE AT WWW.PROXYVOTE.COM

We are taking advantage of a rule of the Securities and Exchange Commission (the “SEC”) which allows companies to make proxy materials available on a public website rather than in paper form. This rule allows a company to send some or all of its shareholders a Notice of Internet Availability of Proxy Materials (“Notice”) in place of the complete proxy package. For our 2021 Annual Meeting, to save significant printing and mailing expenses, S&T mailed a Notice to certain shareholders who had not previously elected to receive their proxy materials through the mail, to inform them of the electronic availability of the proxy materials 40 days in advance of the Annual Meeting.

TABLE OF CONTENTS



	Page
INTRODUCTION		1

MEETING INFORMATION		1

BENEFICIAL OWNERS OF S&T COMMON STOCK		5

BENEFICIAL OWNERSHIP OF S&T COMMON STOCK BY DIRECTORS AND OFFICERS		6

PROPOSAL 1: ELECTION OF DIRECTORS		7

CORPORATE GOVERNANCE		14

DIRECTOR COMPENSATION		22

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021		24

PROPOSAL 3: ADVISORY VOTE ON COMPENSATION OF S&T’S NAMED EXECUTIVE OFFICERS		26

PROPOSAL 4: APPROVAL OF S&T BANCORP, INC. 2021 INCENTIVE PLAN		28

EXECUTIVE OFFICERS OF THE REGISTRANT		35

COMPENSATION DISCUSSION AND ANALYSIS		36

COMPENSATION AND BENEFITS COMMITTEE REPORT		48

EXECUTIVE COMPENSATION		49

RELATED PERSON TRANSACTIONS		58

REPORT OF THE AUDIT COMMITTEE		61

SHAREHOLDER PROPOSALS		62

OTHER MATTERS		62

APPENDIX A - S&T BANCORP, INC. 2021 INCENTIVE PLAN		A-1

APPENDIX B - RECONCILIATIONS OF GAAP TO NON-GAAP		B-1

[THIS PAGE INTENTIONALLY LEFT BLANK]

S&T BANCORP, INC.

PROXY STATEMENT FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 17, 2021

INTRODUCTION

This Proxy Statement is being furnished to shareholders of S&T Bancorp, Inc. (“S&T”) in connection with the solicitation of proxies by the Board of Directors of S&T (the “S&T Board” or “Board”) for use at the Annual Meeting of Shareholders, and any adjournments thereof, to be held at the time and place set forth in the accompanying notice (“Annual Meeting”). We are first sending the Notice of Internet Availability of Proxy Materials (the “Notice”), or this Proxy Statement, S&T’s 2020 Annual Report and proxy card to shareholders on or about April 6, 2021.

At the Annual Meeting, shareholders of S&T will be asked (i) to elect 13 directors of S&T to serve a one-year term, (ii) to approve the ratification of the selection of Ernst & Young LLP as S&T's independent registered public accounting firm for the fiscal year 2021, (iii) to approve, on a non-binding advisory basis, the compensation of S&T’s named executive officers, and (iv) to approve the adoption of the S&T Bancorp, Inc. 2021 Incentive Plan.

All shareholders are urged to read this Proxy Statement carefully and in its entirety.

MEETING INFORMATION

Date, Time and Place

The Annual Meeting will be held on May 17, 2021, at 10:00 a.m. Eastern Time solely online via the Internet by going to www.virtualshareholdermeeting.com/STBA21. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your Proxy Materials. See “Attending the Meeting; Virtual Meeting” below.

S&T chose to hold the Annual Meeting in virtual format only. Last year, the Coronavirus pandemic elevated health safety concerns for our shareholders, making the virtual-only format the safe means for attending the Annual Meeting, which continues this year. S&T currently intends to hold future annual meetings in virtual format only, so long as shareholders are served well through this medium.

Record Date, Voting Rights and Required Vote

The securities that can be voted at the Annual Meeting consist of shares of common stock of S&T, par value $2.50 per share (“Common Stock”), with each share entitling its owner to one vote on each matter to be voted on at the Annual Meeting. There are no cumulative voting rights with respect to the Common Stock. Only holders of the Common Stock at the close of business on March 17, 2021 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. There were 2,776 record holders of the Common Stock and 39,294,775 shares of Common Stock outstanding as of the Record Date.

A quorum is required for the transaction of business at the Annual Meeting. A “quorum” is the presence at the meeting, virtually (i.e., online via www.virtualshareholdermeeting.com/STBA21) or represented by proxy, of the holders of the majority of the outstanding shares of Common Stock entitled to vote at the meeting. Abstentions are counted for purposes of determining the presence or the absence of a quorum, but are not considered a vote cast under Pennsylvania law. Abstentions will not affect the outcome of a vote on a particular matter. Broker non-votes are counted to determine if a quorum is present, but are not considered a vote cast under Pennsylvania law. Broker non-votes will not affect the outcome of a vote on a particular matter. Generally, broker non-votes occur on a matter when a bank, broker or other nominee is not permitted to vote on that matter without instructions from the beneficial owner and such instructions are not given. Banks, brokers and other nominees have discretionary authority to vote shares in the absence of instructions on matters considered “routine,” such as the ratification of the appointment of the independent registered public accounting firm. They do not have

discretionary authority to vote shares in the absence of instructions on “non-routine” matters, such as the election of directors, the advisory vote on the approval of compensation of S&T's named executive officers and approval of the adoption of the S&T Bancorp, Inc. 2021 Incentive Plan.

The director nominees will be elected by a plurality of the votes cast at the Annual Meeting, which means that the 13 nominees receiving the most votes will be elected. A withheld vote on any nominee will not affect the voting results. Under S&T’s voting standard policy adopted by the S&T Board, which is included in S&T's Corporate Governance Guidelines, if a director nominee in an uncontested election at the Annual Meeting receives a greater number of “withheld” votes from his or her election than votes “for” such election, such director must submit his or her resignation to the Board promptly following the certification of election results. The resignation will first be considered by the members of the Nominating and Corporate Governance Committee (the “Nominating Committee”) within 60 days following certification of the shareholder vote. The Nominating Committee will recommend to the S&T Board whether to accept or reject the resignation after considering all factors deemed relevant by the Nominating Committee. The S&T Board shall act on the Nominating Committee's recommendation within 90 days following certification of the shareholder vote. If a director’s resignation is accepted by the Board, the Board either may fill the resulting vacancy or may decrease the size of the Board pursuant to S&T’s By-laws, as amended and restated (the "By-laws").

The ratification of the selection of Ernst & Young LLP as S&T's independent registered public accounting firm for fiscal year 2021, the approval, on a non-binding advisory basis, of the compensation of S&T’s named executive officers and the adoption of the S&T Bancorp, Inc. 2021 Incentive Plan require the affirmative vote of a majority of the votes cast at the Annual Meeting to be approved.

Voting and Revocation of Proxies

Shareholder of Record. If you are a shareholder of record and you received the Notice, you may vote before the Annual Meeting by accessing the secure Internet website registration page identified on the Notice and following the instructions. You may also vote electronically during the virtual Annual Meeting if you participate.

If you are a shareholder of record and you received a printed copy of the proxy materials, you may vote by proxy by telephone, using the Internet or by mail, as further described below.



			By Telephone. Call the toll-free telephone number on the enclosed proxy card (1-800-690-6903) and follow the recorded instructions.

			By Internet. Access the secure Internet website registration page on the enclosed proxy card and follow the instructions.

			By Mail. Sign, date and return your proxy card in the postage-paid envelope provided.

If you vote by proxy via telephone or the Internet, you do not need to mail your proxy card. The individuals named as proxies on your proxy card will vote your shares of Common Stock during the Annual Meeting as instructed by the latest dated proxy received from you, whether submitted via the Internet, telephone or mail. If you sign your proxy card but do not specify how you want your shares voted on any matter, you will be deemed to have directed the proxies to vote your shares as recommended by the S&T Board.

Beneficial Owners. If your shares of Common Stock are held in a stock brokerage account by a bank, broker or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your bank, broker or other nominee that is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares of Common Stock via the Internet or by telephone, if the bank, broker or other nominee offers these options, or by completing, signing, dating and returning a voting instruction form. Your bank, broker, or other nominee will send you instructions on how to submit your voting instructions for your shares of Common Stock.

If you properly complete, sign, date and return the voting instruction form, your shares of Common Stock will be voted as you specify. If you are a beneficial owner and you do not provide voting instructions to your bank, broker or other

nominee holding shares of Common Stock for you, your shares of Common Stock will not be voted with respect to any proposal for which the shareholder of record does not have discretionary authority to vote.

Except for procedural matters incident to the conduct of the Annual Meeting, S&T does not know of any matters other than those described in the Notice of Annual Meeting of Shareholders that are to come before the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the proxy will vote the shares represented by the proxies in their discretion on such matters as recommended by a majority of the S&T Board.

Revocation of Proxies. The presence of a shareholder at the virtual Annual Meeting will not automatically revoke such shareholder’s proxy. However, a shareholder may revoke a proxy at any time prior to its exercise by filing with the Secretary of S&T a written notice of revocation, by delivering to S&T a duly executed proxy bearing a later date or by voting electronically during the virtual Annual Meeting.

Attending the Meeting; Virtual Meeting

You may attend the webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/STBA21 when you enter the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted at www.virtualshareholdermeeting.com/STBA21. You will be able to vote your shares while attending the Annual Meeting by following the instructions on the website. Our management will address questions from shareholders who have submitted their questions electronically prior to and during the Annual Meeting. You may visit www.proxyvote.com at any time prior to the Annual Meeting to ask questions of our executive management that may be addressed in the Annual Meeting and access information about S&T. Even if you plan to participate in the Annual Meeting, we urge all shareholders to vote on the matters listed above and described in the Proxy Statement as soon as possible, so that your vote will be counted if you later decide not to participate in the Annual Meeting.

Solicitation of Proxies

The cost of soliciting proxies will be borne by S&T. S&T has engaged D.F. King & Co., Inc. to help solicit proxies for the Annual Meeting, and will pay D.F. King & Co., Inc. $8,000, plus its out-of-pocket expenses, for the solicitation of proxies. In addition to the solicitation of proxies by mail, S&T may also solicit proxies personally, by telephone or by electronic means, through its directors, officers and regular employees. None of these directors, officers or employees will receive any additional or special compensation for soliciting proxies. S&T also will request persons, firms and corporations holding shares of Common Stock in their names or in the name of their nominees, which are beneficially owned by others, to send proxy materials to and obtain proxies from the beneficial owners and will reimburse the holders for their reasonable expenses in so doing.

Internet Availability of Proxy Materials

S&T’s Proxy Statement for the Annual Meeting and S&T’s 2020 Annual Report are available at www.proxyvote.com. You will enter your 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials to access these materials.

Householding

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices or proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single Notice or proxy statement and annual report addressed to those shareholders. This process is commonly referred to as “householding.”

S&T has implemented “householding” to reduce the number of duplicate mailings to the same address. This process benefits both shareholders and S&T because it eliminates unnecessary mailings delivered to your home and helps to reduce S&T’s expenses. “Householding” is not being used, however, if S&T has received contrary instructions from one or more of the shareholders sharing an address. If your household has received only one Notice or one annual report and proxy statement

package, S&T will deliver promptly a separate copy of the Notice or annual report and proxy statement package to any shareholder who contacts S&T by calling the toll-free number, 1-800-325-2265, or by mail to the attention of the Secretary of S&T at 800 Philadelphia Street, Indiana, Pennsylvania 15701. You can also notify S&T that you would like to receive separate copies of the Notice or S&T’s annual report and proxy statement package in the future by calling or mailing S&T, as instructed above. If your household has received multiple copies of the Notice or S&T’s annual report and proxy statement package, you can request the delivery of single copies in the future by calling or mailing S&T, as instructed above, or your broker, if you hold the shares in “street name.”

If you received more than one Notice or proxy card, it means that your shares are registered in more than one name (e.g., trust, custodial accounts, joint tenancy) or in multiple accounts. Please make sure that you vote all of your shares by following the directions on each Notice or on each proxy card that you received.

For our 2022 annual meeting, you can help us save significant printing and mailing expenses by consenting to access our proxy materials electronically via the Internet. If you hold your shares in your own name (instead of “street name” through a bank, broker or other nominee), you can choose this option by following the prompts for consenting to electronic access, if voting by telephone, or by following the instructions at the Internet voting website at www.proxyvote.com, which has been established for you to vote your shares for the 2021 Annual Meeting. If you choose to receive your proxy materials electronically, then prior to next year’s annual meeting, you will receive notification when the proxy materials are available for on-line review via the Internet, as well as the instructions for voting electronically via the Internet. Your choice for electronic distribution will remain in effect until you revoke it by sending a written request to S&T by mail to the attention of the Secretary of S&T at 800 Philadelphia Street, Indiana, Pennsylvania 15701. If you hold your shares in “street name” through a bank, broker or other nominee, you should follow the instructions provided by that entity if you wish to access our proxy materials electronically via the Internet.

BENEFICIAL OWNERS OF S&T COMMON STOCK

Under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial owner of a security is any person who directly or indirectly has or shares voting power or investment power over such security. Such beneficial owner under this definition need not enjoy the economic benefit of such securities. The following are the only shareholders known to S&T to be deemed to be a beneficial owner of 5% or more of Common Stock as of March 17, 2021, when 39,294,775 shares of Common Stock were outstanding. S&T has relied solely on information provided in the public filings made by the holders below:


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Common Stock	BlackRock, Inc.	5,777,813	(1)	14.70	%
	55 East 52nd Street
	New York, NY 10055
Common Stock	The Vanguard Group, Inc.	4,073,642	(2)	10.36	%
	100 Vanguard Blvd.
	Malvern, PA 19355

(1) According to its Schedule 13G/A filed with the SEC on January 26, 2021, BlackRock, Inc. has sole dispositive power over 5,777,813 shares and sole voting power over 5,709,309 shares. The interest of iShares Core S&P Small-Cap ETF represents more than 5% of the outstanding shares of Common Stock. In addition, BlackRock Fund Advisors beneficially owns at least 5% of the outstanding Common Stock. The percentage of ownership is calculated based on the information provided on the Schedule 13G/A, as updated for shares outstanding as of March 17, 2021.

(2) According to its Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group has sole dispositive power over 3,998,036 shares, shared dispositive power over 75,606 shares, sole voting power over 0 shares and shared voting power over 39,985 shares. The percentage of ownership is calculated based on the information provided on the Schedule 13G/A, as updated for shares outstanding as of March 17, 2021.

BENEFICIAL OWNERSHIP OF S&T COMMON STOCK BY DIRECTORS AND OFFICERS

The following table sets forth, as of March 17, 2021, the amount and percentage of Common Stock beneficially owned by each director, each nominee for director and each of the Named Executive Officers (“NEOs”) (as defined below) of S&T, as well as the directors and executive officers of S&T as a group. Unless otherwise indicated, all persons listed below have sole voting and investment power over all shares of Common Stock. The business address of each of S&T’s directors and officers is 800 Philadelphia Street, Indiana, Pennsylvania 15701.

Name

Shares of Common Stock Beneficially Owned (1)

Percent Owned

Lewis W. Adkins, Jr.

2,735

David G. Antolik

87,793

Peter R. Barsz

6,899

George Basara

9,711

Todd D. Brice

120,476

Christina A. Cassotis

8,095

Michael J. Donnelly

32,874

Ernest J. Draganza

45,250

James T. Gibson

216,131

Jeffrey D. Grube

32,396

William J. Hieb

41,249

Jerry D. Hostetter

15,167

Robert E. Kane

11,032

Mark Kochvar

88,585

James C. Miller

60,510

Frank J. Palermo, Jr.

22,355

Christine J. Toretti

31,492

Steven J. Weingarten

85,304

All current directors and executive officers as a group (22 persons)

948,960

2.41%

(1) May include shares held by spouse, other family members, as trustee or through a corporation. Mr. Brice disclaims beneficial ownership of 1,475 shares that are directly owned by his spouse and 2,177 shares that are directly owned by his daughter. Mr. Brice has neither voting nor investment power over these disclaimed shares. Mr. Miller disclaims beneficial ownership of 17,760 shares that are directly owned by his spouse. Mr. Miller has neither voting nor investment power over these disclaimed shares. Includes shares of unvested restricted stock, as to which the holder has voting power but no investment power, as follows: Mr. Adkins, 1,781 shares; Mr. Antolik, 57,864 shares; Mr. Barsz, 1,781; Mr. Basara, 5,828 shares; Mr. Brice, 26,661 shares; Ms. Cassotis, 1,781 shares; Mr. Donnelly, 1,781 shares; Mr. Draganza, 9,408 shares; Mr. Gibson, 1,781 shares; Mr. Grube, 1,781 shares; Mr. Hieb, 1,781; Mr. Hostetter, 1,781 shares; Mr. Kane, 1,781 shares; Mr. Kochvar, 29,074 shares; Mr. Miller, 1,781 shares; Mr. Palermo, 1,781 shares; Ms. Toretti, 1,781 shares; and Mr. Weingarten, 1,781 shares.

* Less than 1% of the outstanding Common Stock.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires S&T’s directors and executive officers, and persons who own more than 10% of Common Stock, to report to the SEC certain of their transactions with respect to S&T’s Common Stock. The SEC reporting rules require that changes in beneficial ownership generally be reported on Form 4 within two business days after the date on which the change occurs. A Form 3 to report stock holdings in S&T must be filed within ten days of when a director, executive officer or person who owns more than 10% of S&T’s stock becomes subject to Section 16(a) of the Exchange Act.

To our knowledge, based solely on a review of the copies of such reports and written representations that no other reports were required, during the fiscal year ended December 31, 2020, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

PROPOSAL 1—ELECTION OF DIRECTORS

General

The By-laws of S&T provide that the number of directors constituting the S&T Board will consist of not less than nine (9) nor more than 17, with the exact number to be fixed and determined from time to time by resolution of a majority of the S&T Board.

There are currently 14 directors comprising the S&T Board. The number of directors, however, will be reduced by the S&T Board to 13 effective as of the date of the Annual Meeting. The S&T Board has nominated the 13 persons named below for election at the Annual Meeting, all of which are incumbent directors up for re-election. Director James C. Miller will retire effective as of the date of the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement.

The nominees were each recommended by our Nominating Committee to the S&T Board. Directors are elected annually, and each director nominee elected at the Annual Meeting will serve for a term expiring at the 2022 S&T annual meeting of shareholders, until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. All nominees have indicated their willingness to serve, if elected, but if any should be unable to serve or unwilling to serve for good cause, proxies may be voted for a substitute nominee designated by the S&T Board. There are no family relationships between or among any of our directors, executive officers or persons nominated or chosen to become a director or executive officer. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below.

Set forth below is a brief description of the principal occupation and business experience of each of our nominees for director, as well as the summary of our views as to the qualifications of each nominee and continuing director to serve on the S&T Board. Our views are informed not only by the current and prior employment and educational background of our directors, but also by the S&T Board’s experience in working with their fellow directors. The S&T Board has had significant experience with the incumbent directors and has had the opportunity to assess the contributions that the directors have made to the S&T Board as well as their industry knowledge, judgment and leadership capabilities. The Nominating Committee continually assesses the tenure and diversity of the S&T Board and seeks opportunities, within the constraint of the size of the S&T Board, to include a mix of directors with S&T Board experience and with fresh perspectives. In the last six years, the Nominating Committee has had the opportunity to add nine (69% of the 13 director nominees) new directors to the S&T Board to further diversify the S&T Board’s industry knowledge, judgment, gender, minority status and leadership capabilities. The S&T Board has two female directors, one African American director, and one Native Hawaiian or Pacific Islander director (who is also female). Directors James T. Gibson, Jerry D. Hostetter and Steven J. Weingarten were added to the S&T Board through the acquisition of Integrity Bancshares, Inc. ("Integrity") in 2015; Director Robert E. Kane was elected in 2017; Director Christina A. Cassotis was appointed to the S&T Board in June 2017; Director David G. Antolik was appointed to the S&T Board in January 2019; Director Lewis W. Adkins, Jr. was appointed to the S&T Board in July 2019; and Directors Peter R. Barsz and William J. Hieb were added to the S&T Board through the acquisition of DNB Financial Corporation (“DNB”) in December 2019.

S&T seeks director candidates who will uphold the highest standards, are committed to S&T’s values, and who will be strong independent stewards of the long-term interests of shareholders. In selecting nominees, our Board looks for individuals with demonstrated experience and success in fields that are relevant to our business, strategy and operations, and who will contribute diverse viewpoints and perspectives.

In evaluating and selecting nominees to the Board, our Nominating Committee considers all factors and criteria it deems appropriate, including, but not limited to, the factors set forth in our Corporate Governance Guidelines. See the section “Director Qualifications and Nominations; Board Diversity” below for further information on our director selection process and criteria. In furtherance of the foregoing, the Board considers a wide range of attributes when selecting and recruiting candidates. All nominees possess integrity, judgment, strong work ethic, collaborative approach to engagement and oversight, inquisitive and objective perspective, and a willingness to appropriately challenge management. In addition, our nominees have executive experience and skills that are aligned with our business and strategy, including the following:


Board Skills
Core Skills and Qualifications
Banking and Financial Services Industry			Corporate Governance
Leadership (Strategy & Execution)			Compensation & Succession
Financial Expertise			Technological Innovation
Regulatory/Risk Management			Other Board Experience
Additional Relevant Experiences
Business Development			Local Market
Mergers & Acquisitions			Cybersecurity
Capital Markets			Information Technology
Investor Relations & Engagement			Diversity

Director Nominees for Election at the 2021 Annual Meeting:


Lewis W. Adkins, Jr. Age: 57 Director since: 2019 Committees: -Credit Risk -Nominating & Corporate Governance						BACKGROUND:

						Mr. Lewis is a Shareholder and Practice Group Manager of Public Law, Regulatory and Finance for Roetzel & Andress LPA, a full-service law firm with offices located throughout Ohio, Florida, and Chicago. Additionally, he is President of their wholly-owned consulting subsidiary, Roetzel Consulting Solutions, a bipartisan consulting company representing clients where the private and public sectors intersect. Mr. Adkins previously served as General Counsel to Summit County, Ohio. Mr. Adkins is affiliated with numerous professional and charitable organizations including the University of Akron Board of Trustees, Summa Health Finance Committee, the American Bar Association, the National Democratic Club, the Greater Akron Chamber of Commerce, and the Cleveland Metropolitan Bar Association Diversity Action Committee.

						EXPERIENCE AND QUALIFICATIONS:

						Mr. Adkins has extensive experience serving as counsel to clients across a vast number of industries including diversified energy companies, governmental entities, housing authorities, and nonprofit organizations. He also serves as lead counsel for a number of public and private entities including Ohio’s largest banking institution, a regional public hospital and two of Ohio’s largest school districts. Mr. Adkins’ expansive business and legal knowledge and his community leadership provides the S&T Board with public finance, business development, and strategic management experience which qualifies him to serve on the S&T Board.


David G. Antolik Age: 54 Director since: 2019 Interim Chief Executive Officer and President						BACKGROUND:

						Mr. Antolik has been Interim Chief Executive Officer and President since April 1, 2021. He previously served as President of S&T and S&T Bank from January 2019 to March 2021. Mr. Antolik was Chief Lending Officer of S&T and S&T Bank from 2008 to October 2020. He served as Senior Executive Vice President of S&T and S&T Bank from 2008 until January 2019. Mr. Antolik also serves as the vice chairman of the IUP Research Institute and is a member of the Indiana County Development Corporation Board.

						EXPERIENCE AND QUALIFICATIONS:

						With 32 years of banking experience, including 13 years of senior management experience at S&T, Mr. Antolik’s strong leadership capabilities and in-depth industry experience in commercial lending and implementing strategic initiatives provides the S&T Board with expertise that will contribute to the strategic growth of S&T. As our Interim Chief Executive Officer and President, Mr. Antolik provides unique insight to the S&T Board regarding our day-to-day operations, customer information, competitive intelligence, general trends in national and local banking and issues regarding our financial results.

Peter R. Barsz Age: 64 Director since: 2019 Committees: -Audit -Compensation & Benefits						BACKGROUND:

						Mr. Barsz is a Certified Public Accountant and has been a Partner at Barsz Gowie Amon & Fultz, LLC, an accounting firm, since July 2017 when Steger Gowie & Company merged with Merves Amon & Barsz LLC where Mr. Barsz became a partner in 1990. Mr. Barsz previously served on the board of DNB from January 2018 until it was acquired by S&T in November 2019. Mr. Barsz serves as the appointed Treasurer and has served as the Finance Director of several municipalities in Chester and Delaware counties and is currently serving as Chairman of the Pennsylvania State Tax Equalization Board, an independent agency of the Commonwealth tasked with obtaining information on real estate sales throughout the state. Mr. Barsz also received an appointment by the Pennsylvania Legislature and is currently serving as a public member on the Legislative Audit Advisory Committee for the current and past three Legislative Sessions of the General Assembly. Mr. Barsz serves as a Director of two real estate holding companies located in Media, Pennsylvania and currently serves as the Treasurer of the Foundation of the Delaware County Chamber of Commerce.

						EXPERIENCE AND QUALIFICATIONS:

						Mr. Barsz’s extensive experience in accounting and providing management and financial consulting services to governmental and nonprofit entities, his deep community engagement, as well as his broad financial perspective qualify him to serve on the Audit Committee as an “audit committee financial expert” and on the S&T Board.


Christina A. Cassotis Age: 56 Director since: 2017 Committees: -Audit -Executive -Compensation & Benefits (Chairperson) -Risk						BACKGROUND:

						Ms. Cassotis has been the chief executive officer of the Allegheny County Airport Authority, which operates Pittsburgh International Airport and Allegheny County Airport since January 2015. Prior to that, Ms. Cassotis joined SH&E, Inc. in 1999, a global commercial aviation consulting firm, where she advised airports worldwide on strategy, business and system planning. She went on to serve as managing officer for Airport Services for ICF-SH&E from 2007 to 2014, leading a global team of airport consultants. She also serves as a member of the board for the U.S. Travel Association, Visit Pittsburgh and is a member of the International Aviation Women’s Association. Ms. Cassotis served as a director of EQT Corporation from October 2018 until July 2019.

						EXPERIENCE AND QUALIFICATIONS:

						Ms. Cassotis has demonstrated that she is a strong, decisive, and strategic leader. Her ability in identifying the complex relationship between organizations and the competitive environments in which they operate has allowed her to position her business interests for the future while paying attention to immediate demands. She is an innovative leader who has successfully directed necessary change through organizations in order to drive growth and deliver value which qualifies her to serve on the S&T Board.

Michael J. Donnelly Age: 63 Director since: 2001 Committees: -Credit Risk -Trust & Revenue Oversight						BACKGROUND:

						Mr. Donnelly has been president of Indiana Printing and Publishing Company, Inc. since 1993. Mr. Donnelly has spent over 29 years working with the Indiana County Chamber of Commerce and the Indiana County Development Corporation in retaining and attracting many businesses in the Indiana, Pennsylvania area.

						EXPERIENCE AND QUALIFICATIONS:

						Mr. Donnelly’s deep experience in managing and operating a local business provides the S&T Board with valuable insight into the issues addressing our local corporate and consumer borrowers. Mr. Donnelly’s experience in developing appropriate compensation for the executives and senior management of his company qualifies him to serve on the S&T Board.

James T. Gibson Age: 65 Director since: 2015 Committees: -Credit Risk (Chairperson) -Risk -Executive -Trust & Revenue Oversight						BACKGROUND:

						Mr. Gibson served as chairman, president and chief executive officer of Integrity Bancshares, Inc. (Integrity) since its inception in June 2003 until it was acquired by S&T in March 2015 and served as president and chief executive officer of Integrity Bank, a role he also held since its inception in June 2003 until it was merged into S&T Bank in May 2015. Mr. Gibson continued in the role of chief executive officer of Integrity Bank and assisted the S&T Board with transition and integration issues following the acquisition of Integrity in 2015 and retired as an employee on December 31, 2015. Previously, Mr. Gibson served as president and chief executive officer of Commerce Bank/Harrisburg from 1988 to 2002.

						EXPERIENCE AND QUALIFICATIONS:

						Mr. Gibson’s more than 37 years of banking experience and detailed knowledge about the development and operations of Integrity Bank qualify him to serve on the S&T Board.


Jeffrey D. Grube Age: 67 Director since: 1997 Committees: -Audit -Compensation & Benefits						BACKGROUND:

						Mr. Grube served as president of B.F.G. Manufacturing Service, Inc., which provides large volume plating, painting and powder coating services with facilities in Pennsylvania and New York from 1990 until his retirement in 2020. Mr. Grube’s career as an executive in the manufacturing industry includes financial and engineering experience. Mr. Grube also served as a director on the board of a privately held company that supplies compliance products for lending solutions.

						EXPERIENCE AND QUALIFICATIONS:

						Mr. Grube’s extensive experience working with small and medium-sized businesses provides the S&T Board with valuable experience regarding potential borrowers and customers, customer relations, lending issues and credit risk. Mr. Grube’s executive and board experience in the manufacturing sector and experience with financial institutions allow him to bring relevant insight regarding regulatory and financial compliance issues to the S&T Board.

William J. Hieb Age: 64 Director since: 2019 Committees: -Credit Risk -Executive -Risk (Chairperson) -Trust & Revenue Oversight						BACKGROUND:

						Mr. Hieb served as the President and Chief Executive Officer of DNB Financial Corporation (DNB), the holding company for DNB First, N.A. since April 2016 until it was acquired by S&T in November 2019. He was a director of DNB Financial Corporation since 2005 and a Director of DNB First, N.A. since 2004. Mr. Hieb served as President and Chief Risk & Credit Officer of DNB from April 2011 to January 2016. Prior to that, Mr. Hieb served as President and Chief Operating Officer of DNB from January 2005 to April 2011. Mr. Hieb is a Board Member of the West Chester University’s President Corporate Advisory Council. Mr. Hieb has previously served on the board of directors for the Chester County Chamber of Business and Industry, the Chester County Historical Society, the Chester County Economic Development Council, the Chester County Chamber of Business and Industry Foundation, the Pennsylvania Bankers Association, and The Housing Partnership of Chester County.

						EXPERIENCE AND QUALIFICATIONS:
						Mr. Hieb has acquired considerable knowledge and experience during his 41 years in commercial banking including lending, credit administration and wealth management. In addition, his background supervising DNB’s risk management function and operations during his career strengthens the Board’s collective qualifications, skills and experience and qualifies him to serve on the S&T Board.

Jerry D. Hostetter Age: 59 Director since: 2015 Committees: -Compensation & Benefits -Trust & Revenue Oversight						BACKGROUND:

						Mr. Hostetter has served as a partner at Prestige Investment Group, a small private equity company, since its founding in 2012. Prior to that, Mr. Hostetter was the vice president of fund development and legislative affairs of Ephrata Community Hospital from 2008 through 2011. Mr. Hostetter previously served on the board of Integrity from 2011 until it was acquired by S&T in March 2015.

						EXPERIENCE AND QUALIFICATIONS:

						Mr. Hostetter’s experience in the Pennsylvania business community and knowledge gained from his service as a director of Integrity qualify him to serve on the S&T Board.


Robert E. Kane Age: 53 Director since: 2017 Committees: -Audit -Executive -Nominating & Corporate Governance -Risk -Trust & Revenue Oversight (Chairperson)						BACKGROUND:

						Mr. Kane has served as the president, chief executive officer and owner of Reliant Holdings, Inc. since 2005, which provides credit related products and services to individuals that reside in all 50 states. Reliant Holdings' extensive operations include Internet marketing, e-commerce and mobile technology, call center services and fulfillment services. Over the past 10 years, Mr. Kane has served on the board of directors of numerous organizations including the Pennsylvania Economic Development Financing Authority (PEDFA), the Indiana County Chamber of Commerce, Indiana County Development Corporation and Indiana Regional Medical Center. Mr. Kane also served on S&T Bank’s Indiana Regional Advisory Board from 2012 to 2016.

						EXPERIENCE AND QUALIFICATIONS:

						In addition to his sound leadership capabilities, Mr. Kane has attained a deep knowledge of the financial services industry throughout his career. We believe that Mr. Kane’s executive management experience and detailed knowledge of the financial and e-commerce sectors qualify him to serve on the S&T Board.

Frank J. Palermo, Jr. Age: 68 Director since: 2013 Committees: -Audit (Chairperson) -Executive -Nominating & Corporate Governance -Risk						BACKGROUND:

						Mr. Palermo is a Certified Public Accountant and a Certified Valuation Analyst, and has been the managing shareholder of Palermo/Kissinger &Associates, P.C., an accounting firm, since 1983. Mr. Palermo played an integral role in forming Gateway Bank of Pennsylvania (“Gateway”), where he served as chairman of the audit committee from its inception in 2004 through the date S&T acquired Gateway in 2012. Mr. Palermo’s career also includes 42 years in public accounting and five years as a vice president and controller at a community bank.

						EXPERIENCE AND QUALIFICATIONS:

						Mr. Palermo’s background in accounting and finance, as well as his prior bank audit committee experience, bring a valuable perspective to the S&T Board both with respect to accounting, financial and strategic aspects of S&T’s business and to the Audit Committee on which he serves as an “audit committee financial expert.” Mr. Palermo’s extensive board experience qualifies him to serve on the S&T Board.


Christine J. Toretti Age: 64 Director since: 1984 Committees: -Executive (Chairperson) -Risk						BACKGROUND:

						Ms. Toretti was named Chairperson of the S&T Board and S&T Bank Board in 2018 and was formerly Vice Chairperson of the S&T Board and S&T Bank Board from 2013 to 2018. Ms. Toretti has been the president of Palladio, LLC, an investment holding company headquartered in Indiana, Pennsylvania, since 2011, was the chairman and chief executive officer of S.W. Jack Drilling Company from 1990 through 2010 and was the president of The Jack Company from 1988 through 2015. Ms. Toretti has been the president of Plum Production, Inc. since 1991, and president of CJT, LLC since 2002, each of which is a natural gas investment company. Ms. Toretti served as a director of EQT Corporation from October 2015 until July 2019.

						EXPERIENCE AND QUALIFICATIONS:

						Ms. Toretti’s deep industrial and energy experience provides the S&T Board with a strategic outlook regarding lending and other commercial opportunities in these sectors, her experience of leading a family business allows her to offer the S&T Board valuable management perspective and credit risk assessment with respect to our industrial and oil and gas borrowers, and her board experience, including in the role of chairman of another company, qualifies her to serve as Chairperson of the S&T Board.

Steven J. Weingarten Age: 62 Director since: 2015 Committees: -Compensation & Benefits -Executive -Nominating & Corporate Governance (Chairperson) -Risk						BACKGROUND:

						Mr. Weingarten was an attorney at McNees Wallace & Nurick LLC from 1989 until 2019 and was a member there beginning in 1993. Additionally, he served as managing partner of McNees Wallace & Nurick LLC from 2002 to 2006. Mr. Weingarten previously served on the board of Integrity from 2003 until it was acquired by S&T in March 2015. Mr. Weingarten retired from the practice of law effective April 30, 2019 and currently is involved in real estate investment as a member of TAV Partners, LP.

						EXPERIENCE AND QUALIFICATIONS:

						Mr. Weingarten’s experience in managing McNees Wallace & Nurick LLC and in practicing real estate law, and the knowledge he gained from his service as a director of Integrity, qualify him to serve on the S&T Board.

Board Recommendation

THE S&T BOARD RECOMMENDS A VOTE “FOR ALL” OF THE NOMINEES.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The S&T Board has developed and adopted Corporate Governance Guidelines (the “Guidelines”) which reflect S&T’s commitment to following corporate governance best practices. The Guidelines are intended to promote the functioning of the S&T Board and its committees and provide a common set of expectations as to how the S&T Board should perform its functions. These Guidelines are not intended to modify or amend S&T’s Articles of Incorporation, as amended (the "Articles of Incorporation") or By-laws. In the event of a discrepancy between these Guidelines and the Articles of Incorporation or the By-laws, the Articles of Incorporation and By-laws will always govern. The Guidelines are available on S&T’s website, www.stbancorp.com, under Corporate Governance.

Director Independence

The S&T Board annually reviews and makes a determination as to the independence of its directors under the NASDAQ listing rules. In 2020, the S&T Board also considered all direct and indirect transactions described under “Transactions with Related Parties” in determining whether a director is independent. Finally, the S&T Board considered whether a director has any other material relationships with S&T and concluded that none of S&T's directors has any such relationship that impairs the director’s independence. There were no other related party transactions other than those described under “Transactions with Related Parties” in this Proxy Statement. The Nominating Committee has the delegated responsibility to evaluate each director’s qualifications for independence for the S&T Board and for the committees of the S&T Board. In accordance with the NASDAQ listing rules and interpretations, following review of the objective measures, the Nominating Committee and S&T Board also evaluate on a subjective basis each director’s personal, familial and/or business relationship, regardless of dollar amount.

On March 17, 2021, the S&T Board determined the following 12 directors and director nominees are independent under the NASDAQ listing rules: Mr. Adkins, Mr. Barsz, Ms. Cassotis, Mr. Donnelly, Mr. Gibson, Mr. Grube, Mr. Hieb, Mr. Hostetter, Mr. Kane, Mr. Palermo, Ms. Toretti, and Mr. Weingarten. As discussed below, all members of the Compensation and Benefits Committee and the Nominating Committee are independent under the NASDAQ rules. In addition, the S&T Board determined that each of the members of the Audit Committee is independent under applicable SEC and NASDAQ rules.

Board Structure; Board and Committee Meetings

There are currently 14 directors comprising the S&T Board. The number of directors, however, will be reduced by the S&T Board to 13 effective as of the date of the Annual Meeting. Director Miller will retire effective as of the date of the Annual Meeting. The S&T Board has established seven committees: Audit, Compensation and Benefits, Credit Risk, Executive, Nominating and Corporate Governance, Risk, and Trust and Revenue Oversight. Each Board Committee serves as a joint board committee of S&T Bank in addition to being a Board Committee of S&T.

During 2020, the S&T Board held 19 board meetings, with the following number of meetings held by the S&T Board committees: Audit, four; Compensation and Benefits, four; Credit Risk, four; Nominating and Corporate Governance, five; Risk, one; and Trust and Revenue Oversight, four. Each director attended at least 75% of the total number of meetings of the S&T Board and committees on which he or she served during 2020. Independent members of the S&T Board meet at least twice per year in regularly scheduled executive sessions with an independent Chairperson of the Board presiding over all executive sessions. The S&T Board has implemented a formal policy that strongly encourages director attendance at the annual meeting of shareholders. In 2020, all of S&T’s directors, except one, attended the annual meeting of shareholders.

Separate Roles of Chairperson and Chief Executive Officer

The S&T Board believes that, as part of our efforts to embrace and adopt good corporate governance practices, different individuals should hold the positions of Chairperson of the Board and Chief Executive Officer (“CEO”) to aid in the S&T Board’s oversight of management. The S&T Board believes that separation of the roles of Chairperson and CEO is the best governance model for S&T and its shareholders at this time. Under this model, our Chairperson, a non-executive position, can devote his or her attention to assuring that S&T has the proper governance controls in place; that the S&T Board is properly structured from the standpoints of membership, size and diversity; and that management has the support it needs

from the S&T Board to carry out our strategic priorities. The CEO, relieved of the duties normally performed by the Chairperson, is free to focus his or her entire attention on growing and strengthening the business.

The duties of the non-executive Chairperson of the Board include:

•presiding over all meetings of the S&T Board;

•preparing the agenda for S&T Board meetings with the Secretary and in consultation with the CEO and other members of the S&T Board;

•ensuring the S&T Board fulfills its role in overseeing and monitoring management and operations of S&T and protecting the interests of S&T and its shareholders;

•ensuring the S&T Board receives timely, accurate and complete information and the decision time necessary to make informed judgments;

•assigning tasks to the appropriate committees of the S&T Board;

•establishing a relationship of trust with the CEO, and providing advice and counsel while respecting the executive responsibilities of the CEO;

•promoting effective relationships and open communication, both inside and outside the boardroom, between senior management and the S&T Board;

•communicating the S&T Board’s evaluation of the CEO’s annual performance together with the Compensation Committee Chairperson; and

•presiding over all meetings of shareholders.

We believe that the current composition of the S&T Board, the S&T Board committees as presently constituted and the leadership structure of the S&T Board enable the S&T Board to fulfill its role in overseeing and monitoring the management and operations of S&T and to protect the interests of S&T and its shareholders.

The S&T Board’s Role in Risk Oversight

Role of the S&T Board

The S&T Board with the assistance of the Risk Committee with representation of the chairpersons from each of the Board Committees discussed below oversees an enterprise-wide approach to risk management (“ERM”), designed to support the achievement of strategic goals, to improve long-term organizational performance and to enhance shareholder value. A fundamental part of risk management is not only understanding the risks a company faces in its current and future activities and what steps management is taking to manage those risks, but also understanding what level and types of risk are appropriate for a regional full-service financial institution.

The Risk Committee is responsible for overseeing S&T’s risk management activities and the effectiveness of its ERM framework. The Risk Committee is also responsible for monitoring our compliance risk with respect to regulatory and legal matters. William J. Hieb, Risk Committee Chairperson, meets the independence standards for directors required by the SEC and NASDAQ. The Risk Committee recommends to the S&T Board the risk appetite or broad level of risk that is appropriate for S&T to accept. S&T’s risk appetite is an important piece of an effective ERM framework that reinforces risk culture and is a core instrument for better aligning overall corporate strategy, capital allocation, and risk.

The S&T Board, with the assistance of the Risk Committee of the Board, delegates the authority and responsibility for defining the risk appetite and ensuring alignment with the strategic objectives to the management-level Enterprise Risk Management Committee (the “ERM Committee”). The ERM Committee serves as the primary risk management forum for monitoring S&T’s risk exposures by establishing key risk indicators or guidelines to proactively monitor both the level and direction of risk as well as key performance indicators to monitor progress toward achievement of strategic goals. By utilizing a comprehensive and standardized view of the nature and level of risk to which we are exposed and the interaction of the various risk components identified in our ERM program, we are better able to assess and manage our risk and react to uncertainties.

Our ERM Committee, which is comprised of members of our senior management, including the Chief Risk Officer (“CRO”), CEO, President, Chief Financial Officer, Chief Administrative Officer, Chief Credit Officer, Director of Commercial Banking, Chief Audit Executive (“CAE”), and General Counsel, meets quarterly to discuss the risk exposures of the enterprise, reviews changes to those exposures based on internal and external events, takes action to manage and mitigate

such risks, discusses significant policy changes, new products/services, model risk management reviews, and ERM reports before presentation to the Risk Committee and promotes proper risk management practices throughout S&T. A corporate policy approved by the S&T Board governs the ERM Committee.

Pursuant to our Risk Committee charter, the Board has placed the CRO under a dual reporting relationship, directly accountable to both the Risk Committee and our CEO. The Risk Committee reviews and approves the appointment, replacement or dismissal of the CRO, and reviews with the CRO the plans, activities, staffing and organizational structure of the Risk Management Division.

The CRO, as the administrator of the ERM program, regularly meets with management, including the CEO, to discuss the following primary areas of risk identified as part of the ERM program: credit; liquidity and market; compliance and legal; operational; information technology operational and security; reputation; and strategic. As necessary, the Risk Committee meets with the CRO to discuss and analyze risks to S&T without management present.

The Audit Committee is responsible for oversight of financial risk, including internal controls. The Audit Committee annually reviews and evaluates our internal audit function, and meets with our CAE to review and assess internal audit risks including executive sessions without management present. The Audit Committee reviews and approves the appointment, replacement, or dismissal of the CAE, and reviews with the CAE the plans, activities, staffing and organizational structure of the Audit and Advisory Services Department.

The Compensation Committee is responsible for assessing and mitigating risks associated with S&T’s compensation practices, both with respect to S&T’s named executive officers (as further described in the Compensation Discussion and Analysis section of this Proxy Statement) and its employees generally. The Compensation Committee reviews the incentive compensation arrangements for S&T’s named executive officers with the CRO at least annually to discuss and evaluate the risk posed to S&T by its employee compensation plans and to ensure that the compensation arrangements do not encourage the named executive officers to take unnecessary and excessive risks that threaten the value of S&T. The Compensation Committee meets quarterly or as often as it determines is necessary and appropriate.

Our Credit Risk Committee is responsible for reviewing the credit administration risk management practices and reporting; the performance of the independent loan review function and its assessment of the management of credit risk arising from the lending and lending-related functions of S&T; the review of commercial lending activity, including portfolio reviews; the credit policy approval; and providing guidance on pertinent credit risk matters including loan-related strategies. The Credit Risk Committee meets quarterly or as often as it determines is necessary and appropriate.

Our Risk Committee is responsible for the oversight and assessment of S&T’s ERM framework, including among other things, the identification, assessment, measurement, monitoring and management of the following major risk categories: Credit, Market, Liquidity, Operational, IT Operational and Security, Compliance and Legal, Reputational, and Strategic.

Our Trust and Revenue Oversight Committee is responsible for the oversight of all trust activities consistent with the Federal Deposit Insurance Corporation’s Statement of Principles of Trust Department Management and the development and implementation of strategic and tactical initiatives in support of S&T’s revenue growth and shareholder value creation. The Trust and Revenue Oversight Committee meets quarterly or as often as it determines is necessary and appropriate.

The Executive Committee is responsible for exercising the authority to act on behalf of the S&T Board between meetings of the S&T Board to the fullest extent permitted by law. The Executive Committee meets as often as it determines is necessary and appropriate.

Employee Compensation Policies and Managing Risk

We believe our approach to goal setting, setting of targets with payouts at multiple levels of performance, and evaluation of performance results assist in mitigating excessive risk taking that could harm our value or reward poor judgment by our executives. We believe that several features of our compensation policies and programs reflect sound risk management practices, such as basing incentive awards on the achievement of a predetermined earnings per share (“EPS”) goal, an audited number, and granting restricted stock subject to a two or three year vesting that serves the additional purposes of encouraging

senior management to make decisions currently that promote long-term growth, promoting retention of senior management and encouraging senior management to meet stock ownership guidelines. All awards granted under the 2020 incentive plans were subject to Compensation Committee review and approval based upon corporate and/or individual performance. The incentive plan for senior management, as described in the Compensation Discussion and Analysis section below, contains a "Minimum Gateway Requirement" and a “Shareholder Protection Feature,” which provide that awards will not be made unless S&T achieves a Return on Average Equity of at least 5% and maintains well capitalized capital ratio requirements, as established by applicable regulatory authorities, respectively. We believe we have allocated our compensation among base salary and short and long-term compensation target opportunities in such a way as to not encourage excessive risk-taking. The Compensation Committee also reviews compensation and benefits plans affecting employees in addition to those applicable to executive officers. Based on the review by the Compensation Committee, the S&T Board determined that it is not reasonably likely that S&T’s compensation and benefit plans would have a material adverse effect on S&T.

Audit Committee

The members of the Audit Committee are Peter R. Barsz, Christina A. Cassotis, Jeffrey D. Grube, Robert E. Kane, and Frank J. Palermo, Jr. (Chairperson). All members meet the independence standards for audit committees established by the SEC and NASDAQ. A written charter approved by the S&T Board governs the Audit Committee and complies with current NASDAQ Rules relating to charters and corporate governance. The Audit Committee reviews the adequacy of this charter annually and recommends any proposed changes to the S&T Board. A copy of the charter is included on S&T’s website www.stbancorp.com, under Corporate Governance. The Audit Committee has provided information regarding the functions performed by the Audit Committee and its membership in the “Report of the Audit Committee,” included in this Proxy Statement on page 61.

The Board has determined that Frank J. Palermo, Jr., CPA, Chair of the Audit Committee and Peter R. Barsz, CPA each qualify as an “audit committee financial expert” as defined in regulations issued pursuant to the Sarbanes-Oxley Act of 2002. The Audit Committee annually reviews the independent registered public accounting firm’s performance and independence in deciding whether to retain the firm or engage a different independent registered public accounting firm. As part of this review, the Audit Committee considers, among other things, the following:

•The independent registered public accounting firm’s continued independence and objectivity;

•The capacity, depth, financial services knowledge and public company experience of the independent registered public accounting firm;

•The quality and candor of the independent registered public accounting firm’s communications with the Audit Committee and Management;

•The desired balance of the independent registered public accounting firm’s experience and fresh perspective as a result of mandatory audit partner rotation;

•External data on audit quality and performance, including recent Public Company Accounting Oversight Board (PCAOB) reports on the independent registered public accounting firm and its peer reviews;

•The quality and efficiency of the audit firm’s audit plans and performance conducting S&T’s audit;

•The appropriateness of the independent registered public accounting firm's fees for audit and non-audit services;

•The independent registered public accounting firm’s effectiveness of communications and working relationships with the Audit Committee, Internal Audit and management; and

•The independent registered public accounting firm’s tenure as S&T’s independent registered public accounting firm, including the benefits of having a long-tenured auditor and controls and processes that help safeguard the firm’s independence.

Compensation and Benefits Committee

The members of the Compensation and Benefits Committee (the “Compensation Committee”) are Peter R. Barsz, Christina A. Cassotis (Chairperson), Jeffrey D. Grube, Jerry D. Hostetter, and Steven J. Weingarten. The Compensation Committee’s primary function is to recommend to the S&T Board action on executive compensation and compensation and benefit changes brought to it by management. A written charter approved by the S&T Board governs the Compensation Committee and complies with current NASDAQ Rules relating to charters and corporate governance. The Compensation Committee reviews the adequacy of this charter annually and recommends any proposed changes to the S&T Board. A copy of the charter is included on S&T’s website www.stbancorp.com, under Corporate Governance. The Compensation

Committee is comprised entirely of independent board members, as defined by NASDAQ listing standards.

The Compensation Committee is responsible for our stated compensation strategies, goals and purposes, ensuring that there is a strong link between the economic interests of management and shareholders; that members of management are rewarded appropriately for their contributions to company growth and profitability; and that the executive compensation strategy supports organization objectives and shareholder interests. The Compensation Committee must provide clear direction to management to ensure that its policies and procedures are carried out in a manner that achieves balance and is consistent with safety and soundness. It approves any material exceptions or adjustments to the incentive compensation arrangements established for senior management, and carefully considers and monitors the effects of any approved exceptions or adjustments. It receives and reviews, on an annual or more frequent basis, an assessment by management, with appropriate input from risk management personnel, of the effectiveness of the design and operation of the organization’s incentive compensation system in providing appropriate risk-taking incentives. It also reviews periodic reports of incentive compensation awards and payments relative to risk outcomes. It ensures that the incentive compensation arrangements for S&T do not encourage employees to take risks that are beyond S&T’s ability to manage effectively. It also performs other related duties as set forth in its written charter.

The process, policies and specific determinations of the Compensation Committee with respect to compensation of our named executive officers for fiscal 2020 are described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement.

The Compensation and Benefits Committee Report is on page 48 of this Proxy Statement.

Nominating and Corporate Governance Committee

The members of the Nominating Committee are Lewis W. Adkins, Jr., Robert E. Kane, Frank J. Palermo, Jr. and Steven J. Weingarten (Chairperson). The Nominating Committee functions are to assist the S&T Board in annually reviewing the qualifications and independence of the members of the S&T Board and its various committees as well as the composition and structure of the S&T Board; to review and make recommendations to the S&T Board as to its committee structure, functions and composition on a periodic basis; to oversee the annual assessment of the performance of the S&T Board and whether its committees are functioning effectively; to recommend director nominees to the S&T Board to submit for election by shareholders; and to provide guidance to the S&T Board on corporate governance issues. In addition, the Nominating Committee reviews all transactions with related parties, as further described on page 58 of this Proxy Statement. The Nominating Committee oversees the S&T Director Orientation Program and the continuing education programs for all directors. To assist in remaining current with their board duties and committee responsibilities, the S&T Board participates in the Bank Director’s Membership Program. This program offers the directors access to the BankDirector.com online video training series, a wide range of in-person conferences, periodic hard copy and digital magazines, and peer-based and webinar educational programs on corporate governance, committee duties, board leadership and industry developments.

A written charter approved by the S&T Board governs the Nominating Committee and complies with current NASDAQ Rules relating to charters and corporate governance. The Nominating Committee reviews and reassesses the adequacy of this charter annually and recommends any proposed changes to the S&T Board. A copy of the charter is included on S&T’s website www.stbancorp.com, under Corporate Governance. The Nominating Committee is comprised entirely of independent board members, as defined by NASDAQ listing standards.

Director Qualifications and Nominations; Board Diversity

The Nominating Committee has adopted, and the S&T Board has ratified, a corporate policy for identifying and evaluating candidates for membership on the S&T Board. The Nominating Committee identifies potential candidates based on suggestions from directors, officers of S&T and S&T shareholders. An S&T shareholder may make a director nomination in accordance with Section 202 of S&T’s By-laws and applicable law. The procedure under Section 105 of the By-laws provides that a notice relating to the nomination must be timely given in writing to the Secretary of S&T, at 800 Philadelphia Street, Indiana, Pennsylvania 15701, prior to the annual meeting. To be timely, the notice must be delivered not earlier than the close of business on the 120th day (January 17, 2022), nor later than the close of business on the 90th day (February 16, 2022), prior to the first anniversary of the preceding year’s annual meeting (May 17, 2021), unless the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, in which case we will notify you of the

new deadlines. Such notice must be accompanied by the nominee’s written consent to be named in the applicable proxy statement and contain information relating to the business experience and background of the nominee and the nominee’s holdings of S&T Common Stock and information with respect to the nominating shareholder. There are no differences in the manner in which the Nominating Committee considers and evaluates candidates for membership on the S&T Board based on whether such candidate is recommended by a shareholder, the Nominating Committee, or by any other source.

In evaluating and selecting nominees to the S&T Board, the Nominating Committee takes into account all factors and criteria it considers appropriate, which includes but is not limited to the following: high personal and professional integrity; sound independent judgment and exceptional ability; business experience; area of residence in relationship to S&T’s geographic market; other directorship experience that would be beneficial to the S&T Board and management of S&T; diversity of experience relative to that of other S&T directors; diversity of age, gender, minority status and level and type of education; whether the candidate will be effective in serving the long-term interests of S&T’s shareholders; whether the candidate has sufficient time and energy to devote to the affairs of S&T; whether the candidate possesses a willingness to challenge and stimulate management and the ability to work as part of a team; whether the candidate meets the independence requirements of the NASDAQ listing standards; whether the candidate is free from conflicts of interest with S&T; and any other factors related to the ability and willingness of a new director to serve or an existing director to continue his or her service.

The Nominating Committee may engage a third-party search firm to assist it in identifying director candidates, but the Nominating Committee did not do so in 2020. S&T did not receive any timely shareholder nominations for a director for consideration for this Annual Meeting.

Shareholder Communications with Directors

Shareholders who desire to communicate with the S&T Board or a specific director should send any communication, in writing, to S&T Bancorp, Inc., 800 Philadelphia Street, Indiana, Pennsylvania 15701, Attention: Secretary. Any such communication should state the number of shares beneficially owned by the shareholder. S&T’s Secretary will initially review all communications received in accordance with the Shareholders Communication Policy adopted by the S&T Board. The Secretary will relay all such communications to the appropriate director or directors on a periodic basis unless the Secretary determines that the communication does not relate to the business or affairs of S&T or the functioning or constitution of the S&T Board or any of its committees; relates to routine or insignificant matters that do not warrant the attention of the S&T Board; is an advertisement or other commercial solicitation or communication; is frivolous or offensive; or is otherwise not appropriate for delivery to directors. The director or directors who receive any such communication will have discretion to determine whether the subject matter of the communication should be brought to the attention of the full S&T Board or one or more of its committees and whether any response to the person sending the communication is appropriate. Any such response will be made through S&T’s management and only in accordance with S&T’s policies and procedures and applicable laws and regulations relating to the disclosure of information. If the Secretary believes the communication may be a complaint relating to any questionable accounting, internal accounting controls or auditing matter (“Covered Matter”), the Covered Matter will be handled in accordance with Corporate Policy #609 - Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters (“Whistleblower Policy”). A copy of the Whistleblower Policy is included on S&T’s website www.stbancorp.com, under Corporate Governance.

Code of Conduct and Ethics

The S&T Board has adopted a Code of Conduct for directors, officers and employees, which is posted on S&T’s website www.stbancorp.com, under Corporate Governance. The Code of Conduct addresses the professional, honest and candid conduct of each director, officer and employee; conflicts of interest, disclosure process, and compliance with laws, rules and regulations (including insider trading laws); corporate opportunities, confidentiality and fair dealing; and protection and proper use of company assets. It also encourages reporting any illegal or unethical behavior. A waiver of the Code of Conduct for an executive officer or director of S&T may be made only by the S&T Board and must be promptly disclosed as required by SEC or NASDAQ rules. S&T will disclose any such waivers, as well as any amendments to the Code of Conduct, on S&T’s website. Shareholders may obtain a printed copy of the Code of Conduct by contacting the Secretary at the address previously provided.

Political Activity/Contributions

S&T recognizes the inherent risks and responsibilities of good citizenship. Employees are encouraged to take part in political activities on their own time and in their own name, so long as their participation does not affect their job performance; however, employees may not solicit campaign funds or engage in other forms of electioneering on business premises. S&T generally refrains from making contributions of anything of value to directly/indirectly influence an election for political office. This includes the use of company facilities and equipment, loan of employees, loan or advances (other than under normal credit standards), furnishing of transportation, or special duplicating services. In the past fiscal year, S&T has spent no money and contributed nothing of value for political advocacy.

Employee, Officer and Director Hedging

Directors, officers, and employees are prohibited from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds, or other derivatives) that are designed to hedge or speculate on any change in the market value of S&T’s securities.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during fiscal 2020 an officer or employee of S&T or any of our subsidiaries, and no member has ever served as an officer of S&T. None of our executive officers serves or, during fiscal 2020, served as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving as a member of the S&T Board or Compensation Committee.

Compensation Consulting and Advisory Services Fees

In 2020, Aon performed services for the Compensation Committee with respect to recommendations for the appropriate compensation level for the President and CEO and for refinements to the Management Incentive Plan and Long-Term Incentive Plan.

The following shows the consulting fees paid by S&T to advisors to the Compensation Committee of the Board for the consulting services provided in calendar year 2020:

Compensation Consultant

Consulting fees for determining and
recommending the amount or form of
executive compensation

Additional services provided by
Compensation Consultant

Aon Consulting, Inc.

$69,969

$—

In 2020, the Compensation Committee reviewed and assessed the independence of Aon and concluded that Aon's work did not raise any conflicts of interest and that they are independent.

Environmental, Social and Governance Practices

As our stated core values, S&T's officers and employees serve our customers, communicate, trust each other, work as a team, develop people, empower employees, challenge the status quo, measure results, reward success and support our communities. S&T considers these values as important for succeeding at our corporate mission to create value for our shareholders through consistent superior financial performance. Our environmental, social and governance practices are encompassed within this mission.

Environmental

S&T, as a financial institution, has policies that address how we do business with customers. S&T’s objective is to reduce, as much as possible, the potential risk of exposure concerning environmental liabilities, which permits S&T to make an informed judgment regarding the degree of environmental risk to accept.

In our operations, with advice and oversight of S&T’s Board, we regularly seek to minimize our consumption of energy and utilize environmentally conscious operating strategies wherever possible. This is not only good for the environment but also reduces S&T’s costs. For example, management has made and continues to make significant operating and capital

expenditures in various technologies including cloud-based solutions; comprehensive end-to-end loan origination systems that employ automated workflow and digital document management; digital banking including consumer and business online banking and mobile solutions for account opening, statements, bill pay, loan applications, and deposits; and e-workflow integrated solutions to streamline document flow and retention efforts.

Social

As an employer, S&T strives to hire and retain talented people who are based in our communities and will provide premier financial products and services to our customers. For the past three years, S&T has implemented the Franklin Covey Leading at the Speed of Trust training program for building a culture of trust. S&T considers this training program and the core values described earlier to be intentional ways within our company to promote diversity and inclusion; training and professional development; and safety, health and wellness. In 2020, S&T created the position of Vice President Diversity & Cross-Cultural Resources Manager to facilitate S&T’s diversity initiatives. More information about our employee practices can be found in our Human Capital Management disclosure in Item 1 in Form 10-K for the year ended December 31, 2020.

As a corporate citizen, S&T actively chooses to live out the core value to “support our communities” through providing financial services and products in our markets. S&T recognizes the significance of complying with Fair and Responsible Banking laws, including the Equal Credit Opportunity Act (“ECOA”), Fair Housing Act (“FHA”), Home Mortgage Disclosure Act (“HMDA”), and the Community Reinvestment Act (“CRA”). S&T also recognizes the importance of following the principles-based concepts under Unfair, Deceptive, or Abusive Acts or Practices (“UDAAP”). S&T provides equal access to all products and services to all qualified consumers and customers, without discriminating on the basis of race, color, religion, sex, marital or familial status, age (providing the applicant is of legal age and has the capacity to enter into a binding legal contract), national origin, sexual orientation, gender identity, handicap, or receipt of public assistance or good faith exercise of rights under the Federal Consumer Credit Protection Act.

In 2020, S&T contributed to our communities through donations from our charitable foundation and through participation in federal and state tax credits for low income housing, educational, historic and community improvement initiatives. S&T also provided opportunities for employees to volunteer time and to contribute money through payroll deductions to nonprofits like the local United Way and local food banks. S&T also sponsors Employee Resource Groups (ERGs) through which employee members represent S&T through an educational, professional or social means. ERGs are established for community involvement, military/veterans, disabilities and leadership development. On the business side, S&T’s Credit Policy prohibits relationships with a customer for any purpose which can be deemed illegal, internet gambling enterprises and a Direct Marijuana-Related Business or Direct Hemp-Related Business.

Governance

As described in the Corporate Governance section, beginning on page 14 of the Proxy Statement, S&T governance practices foster a commitment to following best practices and an effective risk environment to serve the interests of S&T, our customers, and our shareholders. S&T maintains an efficient and effective operations and risk management team to provide a comprehensive level of protection necessary to ensure the safety of our customers and colleagues while continuing to achieve shareholder value. In addition, of the 13 director nominees, the Board is composed of 12 (92%) independent directors under the NASDAQ listing rules. The Board is increasing in diversity, with two female directors, one African American director and one Native Hawaiian or Pacific Islander director (who is also female). These independent and diverse directors bring a wealth of knowledge and business experience to S&T.

DIRECTOR COMPENSATION

The Nominating Committee annually reviews S&T's director compensation and makes recommendations to the Board. S&T’s director compensation is designed to align the S&T Board with its shareholders and to attract, motivate and retain high performing members critical to S&T’s success. A directors’ compensation analysis including a peer comparison is completed annually. The objective is to evaluate our director compensation against our peer group to ensure S&T’s compensation practices for our directors is consistent with banks our size and within similar markets. S&T uses a combination of cash and restricted stock to attract and retain qualified candidates to serve on the Board. Restricted stock grants are intended to align directors’ interests with those of S&T’s shareholders.

In 2020, our non-employee directors received compensation for serving on the S&T Board and attending Board and committee meetings, or educational seminars, in the amounts described below. Employee members of the S&T Board receive no additional compensation for participation on the S&T Board. We reimbursed various directors for amounts expended for traveling to our meetings and to educational seminars. We determined these amounts were consistent with our guidelines and thus are not included in the 2020 Director Compensation table.


Directors' Fees
Annual Cash Retainer	$	60,000
Annual Stock Award (1)	40,001
Educational Seminar Fee	1,000

Board and Committee Chairperson Retainer Fees
Chairperson	$	60,000
Audit Chairperson	20,000
Compensation and Benefits Chairperson	12,500
Credit Risk Chairperson	12,500
Nominating and Corporate Governance Chairperson	12,500
Risk Committee Chairperson	12,500
Trust and Revenue Oversight Chairperson	12,500

(1)The number of shares granted is based on the fair market value of the Common Stock on the date of grant. The S&T Board awarded 1,781 restricted shares of Common Stock on May 18, 2020 with 100% vesting on May 17, 2021. The fair market value of Common Stock on May 18, 2020 was $22.46 per share.

The following table provides information concerning compensation paid by S&T to its non-employee directors during 2020.

Director Compensation Table for Fiscal Year 2020


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)(2)	Total ($)
Lewis W. Adkins, Jr.	62,000	40,001	102,001
Peter R. Barsz	63,000	40,001	103,001
Christina A. Cassotis	74,500	40,001	114,501
Michael J. Donnelly	61,000	40,001	101,001
James T. Gibson	73,500	40,001	113,501
Jeffrey D. Grube	61,000	40,001	101,001
William J. Hieb	67,250	40,001	107,251
Jerry D. Hostetter	61,000	40,001	101,001
Robert E. Kane	73,500	40,001	113,501
James C. Miller(3)	61,000	40,001	101,001
Frank J. Palermo, Jr	83,000	40,001	123,001
Christine J. Toretti	122,000	40,001	162,001
Steven J. Weingarten	76,500	40,001	116,501

(1) The S&T Board awarded 1,781 restricted shares of Common Stock to each non-employee director on the S&T Board on May 18, 2020, with such shares vesting in full on May 17, 2021. The fair market value of the Common Stock granted on May 18, 2020 was $22.46 per share. The values for stock awards in this column represent the grant date fair value of the restricted shares granted in 2020, computed in accordance with FASB ASC Topic 718. Information about the assumptions used to value these awards can be found in Note 24 “Incentive and Restricted Stock Plan and Dividend Reinvestment Plan” in our Annual Report on Form 10-K for the year ended December 31, 2020. This column includes the value of these stock awards, all of which were issued under the S&T Bancorp, Inc. 2014 Incentive Plan (the “2014 Incentive Plan”).

(2)As of December, 31, 2020, each director had unvested stock awards of 1,781 restricted shares.

(3) Mr. Miller is retiring, effective as of the date of the Annual Meeting.

Directors' Stock Ownership

The Board has adopted stock ownership guidelines for the directors of S&T. The guidelines require each director to own at least $100,000 in market value of Common Stock within one year of being elected to the Board in order to be nominated for reelection as a continuing director candidate for a second or third term of service. To be nominated for reelection as continuing member of the Board for a fourth, or more, term of service, such continuing director candidate must own at least $250,000 in market value of the Common Stock. Each of our directors satisfies the stock ownership guidelines, except for Director Adkins, who intends to purchase additional shares to meet the guidelines prior to the date of the Annual Meeting.

PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021

The Audit Committee of the S&T Board appointed the firm of Ernst & Young LLP (Ernst & Young) as its independent registered public accounting firm, to audit and report on S&T’s financial statements for the fiscal year ending December 31, 2021. The S&T Board now recommends that S&T’s shareholders ratify this appointment.

We are not required to have the shareholders ratify the selection of Ernst & Young as our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate practice. If the shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Ernst & Young but may nevertheless decide to continue to retain such independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such change would be in the best interests of S&T and its shareholders.

Ernst & Young has no direct or indirect financial interest in S&T or in any of its subsidiaries, nor has it had any connection with S&T or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer or employee. Representatives of Ernst & Young are expected to be present at the virtual Annual Meeting and will be afforded an opportunity to make a statement if they desire to do so. It is also expected they will be available to respond to appropriate questions.

Fees Paid to Independent Registered Public Accounting Firm

The financial statements of S&T are audited annually by an independent registered public accounting firm. For the fiscal years ended December 31, 2020 and December 31, 2019, the audit was performed by Ernst & Young. Fees for professional services provided by Ernst & Young in each of the last two fiscal years are summarized below:



	2020	2019
Audit Fees	$1,132,108	$1,255,452
Audit-Related Fees	28,675	28,675
Tax Fees	283,671	160,242
All Other Fees	0	0
	$1,444,454	$1,444,369

“Audit Fees” for 2020 and 2019 include fees for audit services associated with the annual audit, the reviews of S&T’s quarterly reports on Form 10-Q, accounting, consultations and SEC registration statements. The 2019 fees also include services rendered in connection with the Bank’s acquisition of DNB Financial Corporation and additional procedures associated with the new Current Expected Credit Losses ( “CECL”) accounting standard.

“Audit-Related Fees” for 2020 and 2019 include fees billed for U.S. Department of Housing and Urban Development compliance procedures.

“Tax Fees” include fees for tax compliance work for the Wealth Management division for client fiduciary tax returns performed in 2020 and 2019.

There were no “All Other Fees” for 2020 and 2019.

Pre-Approval Policies and Procedures

The Audit Committee is responsible for the approval of all services performed by S&T's independent registered accounting firm. All services provided by Ernst & Young (the “Independent Accountants”) in 2020 were pre-approved by the Audit Committee. The Audit Committee is required to pre-approve all audit and non-audit services performed by the Independent Accountants to assure that the provision of such services does not impair the Independent Accountant’s independence. In addition, any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. The Audit Committee may delegate pre-approval authority to one or more of its members. The member or

members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting for ratification. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the Independent Accountants to management.

Board Recommendation

THE S&T BOARD RECOMMENDS A VOTE “FOR” FOR RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS S&T's INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021.

PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION

OF S&T’S NAMED EXECUTIVE OFFICERS

S&T believes that our overall executive compensation program, as described in the “Compensation Discussion and Analysis” section (the “CD&A”) elsewhere in this Proxy Statement, is designed to pay for performance and directly aligns the interest of our executive officers with the long-term interests of our shareholders.

As required by Section 14A of the Exchange Act, S&T is providing its shareholders a vote to approve, on a non-binding advisory basis, the compensation of our Named Executive Officers (“NEOs”) as disclosed in this Proxy Statement in accordance with the SEC’s rules. This vote is not intended to address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of our NEOs and our compensation philosophy, policies and practices. Pursuant to Section 14A of the Exchange Act, the S&T Board recommended, and the shareholders subsequently approved on an advisory basis at the 2018 annual meeting of shareholders, that this advisory proposal on executive compensation be submitted to shareholders annually. S&T expects to hold the next advisory vote on the frequency of the advisory vote on compensation at the annual meeting of shareholders in 2024.

Accordingly, S&T is presenting the following advisory proposal, commonly known as the “say-on-pay proposal,” for shareholder approval:

“Resolved, that the shareholders hereby approve, on a non-binding basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, which disclosure includes the compensation discussion and analysis, the compensation tables and all related material.”

Because your vote is advisory, it will not be binding upon the S&T Board. In the event this proposal is not approved by our shareholders, it will not be construed as overruling a decision by the S&T Board or the Compensation Committee, nor create or imply any additional fiduciary duty by the S&T Board or our Compensation Committee, nor will it be construed to restrict or limit the ability of our shareholders to make proposals for inclusion in proxy materials related to executive compensation. Notwithstanding the foregoing, the S&T Board and the Compensation Committee will consider the non-binding vote of our shareholders on this proposal when reviewing compensation policies and practices in the future.

Board Recommendation

THE S&T BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF S&T's NAMED EXECUTIVE OFFICERS.

PROPOSAL 4: APPROVAL OF S&T BANCORP, INC. 2021 INCENTIVE PLAN

At the Annual Meeting, the S&T Bancorp, Inc. 2021 Incentive Plan (the “2021 Plan”) will be presented for shareholder approval. The 2021 Plan document is attached to this proxy statement as Appendix A. The 2021 Plan was adopted by the S&T Board at its March 15, 2021 meeting subject to the approval of the shareholders. The S&T Board unanimously recommends the shareholders approve the 2021 Plan.

The 2021 Plan replaces and supersedes the S&T Bancorp, Inc. 2014 Incentive Plan (“2014 Plan”). Once the 2021 Plan is approved by our shareholders, no new awards will be granted under the 2014 Plan. The 2014 Plan will continue to govern all awards granted under that plan. Shares of our stock that are subject to outstanding awards under the 2014 Plan that expire, are forfeited or otherwise terminate unexercised may be subject to new awards under the 2021 Plan.

Purpose

The purpose of the 2021 Plan is to promote the long-term interests of S&T (also, the "Company") and its shareholders by attracting and retaining directors, officers and key employees. Further, S&T believes that directors, officers and employees who own shares of its Common Stock will have a closer identification with S&T and a greater motivation to work for S&T’s success, because, as shareholders, they will participate in S&T’s growth and earnings.

Share Reservation

The following table summarizes the number of shares that would be authorized after March 31, 2021 if this Proposal is approved.


Shares underlying outstanding awards of restricted share awards and performance awards as of March 31 , 2021			240,219
Shares currently available for future issuance as of March 31, 2021			151,950
Additional shares requested under this proposal			1,000,000
Total shares authorized for issuance after March 31, 2021, if proposal is approved			1,151,950

The closing price of our stock as reported by NASDAQ on March 31, 2021, was $33.50 per share and a total of 39,268,359 shares of our Common Stock were outstanding.

Key Features of the S&T Bancorp, Inc. 2021 Incentive Plan

•Allows us to grant a variety of types of awards, including options, stock appreciation rights (“SARs”), restricted stock and restricted stock units, performance awards, other stock awards or a cash-bonus award.

•Has a minimum vesting period of not less than one year, except for awards to directors who are not employees (“Outside Directors”), but the Committee may grant awards of up to 5% of the shares authorized under the 2021 Plan with a shorter vesting or exercise period.

•Provides a default change in control double trigger vesting, such that awards fully vest and become immediately exercisable upon a change in control and involuntary termination without cause.

•Provides default termination of employment provisions requiring forfeiture of unvested awards on termination and forfeiture of all awards (vested and unvested) on termination for cause or upon breach of restrictive covenants.

•Awards are subject to any compensation clawback or recoupment policy (or policies) that the Company may have in effect.

•Limits the maximum cash amount payable to any employee pursuant to all performance awards granted to an employee during a calendar year to $2,000,000.

•Places a $1,000,000 annual cap on the fair market value of awards plus cash fees paid to Outside Directors.

•Contains no provisions that prohibit any participant from reporting under or participating in any federal whistleblower programs.

•Awards will be subject to any Company policies regarding the hedging or pledging of Company securities.

•Restricts the recycling of shares under options and SARs.

•Prohibits dividends and dividend equivalents with respect to options and SARs, and dividends and dividend equivalents on other awards are contingent upon the achievement of the vesting conditions applicable to the underlying awards.

Grant Practices

The Company has a history of granting time based and performance based restricted share awards. Awards granted to our executives generally provide that one half of the shares will be earned based on remaining with S&T for three years, which S&T believes creates a compelling retention incentive for our NEOs to retain their employment with us over the long-term. The other half is based on performance relative to the Performance Peer Group (as defined below). Outside Directors receive annual grants that generally vest after one year. We do not anticipate making any material changes in our grant practices.

Our gross average share usage rate, sometimes referred to as burn rate, over the three years ended December 31, 2020 (calculated as equity-based awards granted under our equity compensation plan for the relevant year, divided by average basic common shares outstanding for that year) is approximately .33%. Based on the gross average share usage rate of .33%, the 1,151,950 shares available for future grants under the 2021 Plan should enable us to continue to grant equity as a portion of employee compensation for the next 8 years. The number of years will be dependent upon the share price and number of participants throughout the life of the 2021 Plan.

The potential dilution resulting from issuing all of the 1,000,000 shares authorized under the 2021 Plan, combined with (i) shares subject to outstanding awards under the 2014 Plan and (ii) shares that were available for future grants under the 2014 Plan which will be rolled into the 2021 Plan’s share reserve would be 3.42% on a fully-diluted basis as of March 31, 2021.

Forecasted Share Usage

Awards under the 2021 Plan are determined by the Committee of the Board with respect to executive awards, and by our Board with respect to Outside Directors, in their discretion. It is therefore not possible to predict the awards that will be made to particular officers, employees or Outside Directors in the future under the 2021 Plan.

Summary of the S&T Bancorp, Inc. 2021 Incentive Plan

The following is a summary of the material terms of the 2021 Plan. This summary is qualified in its entirety by reference to the terms of the 2021 Plan contained in the full text of the 2021 Plan document attached to this proxy statement as Appendix A.

Administration

The 2021 Plan will be administered by a committee of S&T’s Board (the “Committee”). Unless otherwise determined by the S&T Board, the S&T Board’s Compensation and Benefits Committee will be the “Committee”. Subject to the terms of the 2021 Plan, the Committee has the sole discretion to: (a) select award recipients and grant awards, (b) provide the terms and conditions of all awards (which need not be identical among recipients), including, among others, the period of time for vesting, the time and the means to exercise stock options, whether settled in stock or cash, and whether deferred; (c) interpret the 2021 Plan and awards and rules and procedures for the administration, interpretation and operation of the 2021 Plan; and (d) accelerate the exercisability of any option or SAR and remove any restriction on any award.

To the extent awards are granted to our Outside Directors, our Board will determine the amount, type and terms of each award granted, and in those cases, references in this summary to the Committee will mean instead our Board as the context requires.

Eligibility

Recipients of awards under the 2021 Plan must be (a) an employee, (b) director or (c) a consultant or independent contractor of S&T or one of its subsidiaries, as determined by the Committee. Currently, S&T and its subsidiaries employ approximately 1,200 individuals, and has 13 Outside Directors. S&T will have 12 Outside Directors after the Annual Meeting.

Number of Shares Authorized

Under the 2021 Plan, awards for a total of (x) the number of shares of our Common Stock available for grant under the 2014 Plan as of March 31, 2021, plus (y) 1,000,000 new shares of our Common Stock, may be granted in the aggregate. As of March 31, 2021, we had outstanding 240,219 full value awards of Common Stock under our 2014 Plan; no options or SARs are outstanding under that plan. Any shares of our stock subject to an award under our 2014 Plan that expires, is forfeited, otherwise terminates, or is settled in cash, will again be available for future grant under this Plan.

Any shares of our stock subject to an award under the 2021 Plan that expires, is forfeited, otherwise terminates, or is settled in cash, will again be available for future grant under the 2021 Plan. In addition, other than with respect to options and SARs, shares delivered or withheld in satisfaction of the purchase price or applicable tax withholding obligations with respect to an award will also be available for future grants. In the case of shares that are delivered or withheld to pay the exercise price of an option or SAR, or withholding taxes pursuant to the award, the delivered or withheld shares will not be available for the grant of awards under the 2021 Plan.

Any dividends or dividend equivalents paid in cash in connection with outstanding awards, any shares and awards that are granted through the settlement, assumption, or substitution of outstanding awards previously granted, or through obligations to grant future awards, as a result of a merger, consolidation, spin-off or acquisition of the employing company with or by the Company, and awards under the 2021 Plan which are payable in cash will not be counted against the reserve unless actual payment is made in shares instead of cash. If an award is to be settled in cash, the number of shares on which the award is based will not count toward the share limitations discussed above.

Plan Term

The 2021 Plan will have a term of ten years from the date it is approved by our shareholders and no further awards may be granted after that date.

Terms and Conditions of Awards

Under the 2021 Plan, the Committee is authorized to grant awards of nonqualified stock options (“NSOs”), incentive stock options qualifying under Section 422 of the Internal Revenue Code (“ISOs”), SARs, restricted stock awards, restricted stock units (“RSUs”), stock bonus awards, or cash bonus awards. Outside Directors may only be awarded NSOs and restricted stock.

Stock Options

Options to purchase shares of Common Stock are either “qualified,” meaning they are intended to satisfy the requirements of Section 422 of the Internal Revenue Code (“Code”) for ISOs, or “nonqualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. An option provides a participant with the right to purchase, within a specified period of time, a stated number of shares of our Common Stock at the price specified in the award agreement. Options granted under the 2021 Plan will be subject to the terms, including the exercise price and the conditions and timing of exercise, not inconsistent with the 2021 Plan, determined by the Committee and specified in the applicable award agreement. The maximum term of an option granted under the 2021 Plan will be ten years from the date of grant (or five years in the case of an ISO granted to a 10.0% shareholder).

The exercise price per share paid by a participant will be determined by the Committee at the time of grant but will not be less than 100.0% of the fair market value of one share on the date the option is granted (or no less than 110.0% of such fair market value in the case of an ISO granted to an employee who is a 10.0% shareholder). The exercise price of each option must be paid in full at the time of exercise. The Committee may permit payment through cash or the tender of shares of Common Stock already owned by the participant.

SARs

A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares of our Common Stock or both, the appreciation, if any, in the value of one share of our Common Stock over a certain period of time. An option granted under the 2021 Plan may include SARs, either on the date of grant or, except in the case of an ISO, by subsequent amendment. The Committee may also award SARs to a participant independent of the grant of an option. SARs granted in connection with an option will become exercisable, be transferable and will expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding option. If SARs are granted independent of an option, the SARs will become exercisable, be transferable and will expire in accordance with the vesting schedule, transferability rules and the expiration provisions established by the Committee and reflected in the award agreement.

Restricted Stock

An award of restricted stock is a grant of shares of Common Stock restricted against transfer, subject to forfeiture and subject to such other terms and conditions as determined by the Committee. The terms and conditions may include vesting of such awards contingent upon achievement of one or more specified performance goals. Holders of restricted stock will generally have, with respect to the restricted stock granted, the rights of a shareholder, including the right to vote and receive dividends; however, as discussed further below, the payment of any dividends will only be made to participants if the underlying shares become vested.

Restricted Stock Units

An award of RSUs is a grant valued in terms of our Common Stock. The Committee establishes the terms, conditions and restrictions applicable to each award in an award agreement that provides for the issuance of shares or the cash equivalent of shares to a participant at the time or times specified by the Committee and contains other terms that condition the issuance, vesting, or payment of awards upon the achievement of one or more performance goals.

Stock Bonus Awards

The Committee may in its discretion grant stock-based awards of a type other than those otherwise provided for in the 2021 Plan, including the issuance or offer for sale of unrestricted shares (“Other Stock-Based Awards”). Other Stock-Based Awards shall cover such number of Shares and have such terms and conditions as the Committee shall determine, including terms that condition the payment or vesting of the Other Stock-Based Award upon the achievement of one or more performance goals.

Cash Bonus Awards

The Committee may make an award of a cash bonus to any participant. Any such award may be subject to a performance period, performance goals or such other terms and conditions as the Committee may designate in the applicable agreement.

Performance-Based Awards

The Committee may make performance awards. Each performance award granted under the 2021 Plan will be evidenced by an agreement that provides for the payment of cash or issuance of shares to a participant contingent upon the attainment of one or more specified performance goals over such period as the committee may specify, and contains such other terms and conditions as the Committee may specify.

Annual Limits

•The maximum cash amount payable to any employee pursuant to all performance awards granted to an employee during a calendar year shall not exceed $2,000,000.

•The maximum number of shares subject to awards granted during a single calendar year to any Outside Director, taken together with any cash fees paid during the calendar year to the Outside Director in respect of such Outside Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not have an aggregate Fair Market Value determined on the date on which the applicable Award is granted in excess of $1,000,000.

Minimum Vesting

Other than awards to Outside Directors, awards settled in shares will have a minimum vesting or exercise schedule of not less than a one (1) year period; provided that, the Committee may grant awards of up to 5% of the shares authorized under the 2021 Plan with a shorter vesting or exercise period. These limitations do not preclude awards that vest or become exercisable earlier due to (i) circumstances such as death, retirement, or involuntary termination of employment, (ii) the achievement of performance objectives over a period of at least one (1) year, or (iii) a determination by the Company for regulatory or other considerations to provide an equity award in excess of that which would have been awarded to the individual under the cash equity policy in effect for the performance year.

Dividends and Dividend Equivalents

The terms of an award may provide a participant with the right to receive dividend payments or dividend equivalent payments with respect to shares covered by the award, which payments may be credited to an account established for the participant, will only be made contingent upon the achievement of the vesting conditions applicable to the shares covered by the award, and may be settled in cash or Shares. In no event will any dividends or dividend equivalents be paid out with respect to any unvested awards or with respect to any options or SARs.

Termination of Employment

Unless provided otherwise in a participant’s agreement, (i) any unvested portion of an award will be immediately cancelled and forfeited upon a participant’s termination of employment for any reason and (ii) in the event a participant is terminated for cause or breaches any restrictive covenant or similar agreement with the Company, each as determined by the Committee, all awards (whether vested or unvested) shall be immediately cancelled and forfeited upon such termination or breach.

Effect of Change in Control

Unless otherwise provided in a participant’s agreement, all awards held by a participant who is terminated without cause within 12 months following a change in control or who is terminated in contemplation of a change in control will become fully vested and immediately exercisable, any restricted period will end at the time of such termination.

Capital Adjustment Events

In the event of a merger or consolidation to which the Company is a party or any sale, disposition or exchange of at least 50% of the Company’s Common Stock or all or substantially all of the Company’s assets for cash, securities or other property the Committee may cause any award under the 2021 Plan to (a) vest in whole or in part, (b) be assumed or continued by any successor or acquirer, and/or (c) be canceled in consideration of a payment equal to the fair value of the canceled award.

Whistleblower Provisions

The 2021 Plan expressly provides that nothing contained in the 2021 Plan prohibits any participant from: (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, (ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations, or (iii) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange Commission.

Hedging and Pledging

Awards will be subject to any Company policy that the Company may adopt and/or amend from time to time regarding the hedging or pledging (or any similar transaction) of Company securities.

280G Modified Cutback

In the event any payment or the value of any benefit received or to be received by a participant in connection with or contingent upon a change in control is determined, under Plan provisions, to be subject to an excise tax imposed by Section 4999, then we will reduce the aggregate amount of the payments payable to the participant so that no excise tax will be payable by the individual and the payments will not cease to be deductible by us by reason of Section 280G of the Code. However, we will not reduce the aggregate amount of the payments payable to the participant if the after-tax amount of the unreduced payments is greater than the after-tax amount that would have been paid had we reduced the payments in accordance with the foregoing sentence.

Assignability

Awards granted under the 2021 Plan are assignable only in limited instances in accordance with applicable law.

Amendment

Our Board may amend, suspend, or terminate the 2021 Plan or any portion thereof at any time. No such action may be taken, however, without shareholder approval if such approval is necessary to comply with any regulatory requirement and no such action that would impair any rights under any previous award will be effective without the consent of the person to whom such award was made.

U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the 2021 Plan and the disposition of shares acquired pursuant to the exercise or settlement of such awards and is intended to reflect the current provisions of the Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Options

The Code requires that, for treatment of an option as a qualified option (ISO), shares of our Common Stock acquired through the exercise of a qualified option cannot be disposed of before the later of (i) two years from the date of grant of the option, or (ii) one year from the date of exercise. Holders of qualified options will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the spread at exercise will be an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to us for federal income tax purposes in connection with the grant or exercise of the qualified option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of a qualified option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the shares on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if an otherwise qualified option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the qualified option in respect of those excess shares will be treated as a nonqualified stock option for federal income tax purposes. No income will be realized by a participant upon grant of a nonqualified stock option. Upon the exercise of a nonqualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the option exercise price paid at

the time of exercise, and the participant’s tax basis will equal the sum of the compensation income recognized and the exercise price. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. In the event of a sale of shares received upon the exercise of a nonqualified stock option, any appreciation or depreciation after the exercise date generally will be taxed as capital gain or loss and will be long-term gain or loss if the holding period for such shares is more than one year.

SARs

No income will be realized by a participant upon grant of a SAR. Upon the exercise of a SAR, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the SAR. We will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock

A participant will not be subject to tax upon the grant of an award of restricted stock unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will have taxable compensation equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any, unless the participant made an election under Section 83(b) of the Code to be taxed at the time of grant. If the participant made an election under Section 83(b), the participant will have taxable compensation at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any. If the election is made, the participant will not be allowed a deduction for the value of any shares which may be subsequently forfeited. Special rules apply to the receipt and disposition of restricted shares received by officers and directors who are subject to Section 16(b) of the Exchange Act. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock Units

A participant will not be subject to tax upon the grant of RSUs. Rather, upon the delivery of shares or cash pursuant to the award, the participant will have taxable compensation equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Stock Bonus Awards

A participant will have taxable compensation equal to the difference between the fair market value of the shares on the date the award is made over the amount the participant paid for such shares, if any. We will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Cash Bonus Awards

A participant will have taxable compensation at the time a cash bonus is earned and paid. We will be able to deduct the amount of taxable compensation to the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

New Plan Benefits

It is not possible at this time to determine the benefits that will be received by executive officers, by other employees or by Outside Directors under the 2021 Plan if the 2021 Plan is approved by the shareholders. Such benefits will depend on future actions of the Committee or the Board, the fair market value of our Common Stock at various future dates, the extent

to which performance goals set by the Committee are met, and/or the individual performance of the particular executive officer or employee. Therefore, no new plan benefits table can be provided at this time.

Board Recommendation

THE S&T BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE S&T BANCORP, INC. 2021 INCENTIVE PLAN.

EXECUTIVE OFFICERS OF THE REGISTRANT

Each executive officer of S&T holds office for the current year for which he or she was elected or appointed by the Board unless he or she resigns, becomes disqualified or is removed in the discretion of the S&T Board. The current executive officers of S&T and S&T Bank are:


Name of Executive Officer	Age	Principal Occupation During Past 5 Years	Officer of Corporation Since
David G. Antolik (1)	54	Interim Chief Executive Officer and President of S&T and S&T Bank since April 1, 2021. Previously served as President from January 2019 to March 2021; Chief Lending Officer from 2008 to October 2020; and Senior Executive Vice President from 2008 to January 2019.	2004
Mark Kochvar	60	Senior Executive Vice President and Chief Financial Officer, since February 2010.	2008
George Basara	61	Executive Vice President, General Counsel and Human Resources Director, since January 2015.	2015
Charles B. Carroll, Jr.	49	Executive Vice President and Chief Administrative Officer since November 2020. Previously served as Executive Vice President, Director of Consumer & Mortgage Banking from January 2019 to November 2020; Senior Vice President, Director of Mortgage Sales from February 2018 to January 2019. Prior to joining S&T, Senior Vice President, Director of Sales, Support and Operations at Huntington National Bank from March 2016 to September 2017.	2020
Brian R. Dobis	39	Executive Vice President, Director of Commercial Banking since March 2020. Previously served as Executive Vice President, Managing Director of Commercial & Industrial (C&I) Banking from December 2018 to March 2020; Senior Vice President, Commercial Banking C&I Team Manager from December 2015 to December 2018.	2020
Mary Anne Dornetto	68	Executive Vice President and Interim Chief Credit Officer since March 2020. Previously served as Deputy Chief Credit Officer from June 2019 to March 2020; Executive Vice President Managed Asset Division from January 2018 to June 2019; Senior Vice President from November 2011 to January 2018.	2020
Ernest J. Draganza	56	Senior Executive Vice President, Chief Risk Officer and Secretary, since January 2012.	2010
Melanie A. Lazzari	41	Executive Vice President, since January 2017 and Controller since February 2010; Previously served as Senior Vice President, from February 2010 to January 2017.	2015

(1) Effective April 1, 2021, the S&T Board appointed David G. Antolik, S&T’s President, as Interim Chief Executive Officer of S&T and S&T Bank following the previously announced retirement of Todd D. Brice, which became effective March 31, 2021.

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

We provide the following overview of S&T’s executive compensation principles, specific executive compensation programs and pay decisions that were made by the Compensation and Benefits Committee (the “Compensation Committee”) in 2020. In addition, we describe the process that we oversee and in which we participate to arrive at specific compensation policies and decisions involving program design and pay for S&T’s Named Executive Officers (“NEOs”), who are listed below.


Name						Title
Todd D. Brice(1)						Chief Executive Officer
David G. Antolik(2)						President
Mark Kochvar						Senior Executive Vice President and Chief Financial Officer
Ernest J. Draganza						Senior Executive Vice President and Chief Risk Officer
George Basara						Executive Vice President and General Counsel and HR Director
David P. Ruddock(3)						Senior Executive Vice President and Chief Operating Officer
Rebecca A. Stapleton(3)						Senior Executive Vice President and Chief Banking Officer

(1) . Mr. Brice retired as Chief Executive Officer and as a member of the Board of Directors effective March 31, 2021.

(2) Effective April 1, 2021, the S&T Board appointed Mr. Antolik as Interim Chief Executive Officer and President of S&T and S&T Bank. Mr. Antolik served as President and Chief Lending Officer during 2020. On October 3, 2020 Mr. Antolik relinquished the position of Chief Lending Officer and retained the role of President.

(3) Mr. Ruddock and Ms. Stapleton were no longer employed as of December 31, 2020; however, both were employees who would have been in the three most highly compensated executive officers had they been employed by S&T as of December 31, 2020.

EXECUTIVE SUMMARY

The following summarizes financial results for 2020:

•Net income was $21.0 million, or $0.53 per diluted share, for the year ended December 31, 2020 compared to net income of $98.2 million, or $2.82 per diluted share, for 2019. A loss of $58.7 million was recognized during the second quarter of 2020 related to a customer fraud resulting from a check kiting scheme. This fraud loss reduced net income by $46.3 million, or $1.19 per diluted share, for the full year 2020.

•Return on assets was 0.23%, return on equity was 1.80% and return on tangible equity (non-GAAP) was 2.92%. Excluding the loss from the customer fraud, return on assets (non-GAAP) was 0.74%, return on equity (non-GAAP) was 5.76% and return on tangible equity (non-GAAP) was 8.80%.

•Pre-tax pre-provision to average assets (non-GAAP) was 1.67%.

•Portfolio loans increased $88.7 million, or 1.2%, compared to December 31, 2019.

•Deposits increased $384.0 million, or 5.5%, compared to December 31, 2019.

•Mortgage banking income increased $8.4 million to $10.9 million compared to 2019 due to strong refinance activity.

•Full year 2020 dividends declared increased 2.8% to $1.12 compared to $1.09 in 2019.

Reconciliations of the non-GAAP measures discussed above to the most directly compara

SEC Form DEF 14A filed by S&T Bancorp, Inc.