S&T BANCORP INC
For the period ended May 13, 2025. Filed Mar 31, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2025 · Filed Mar 31, 2025
Contents
APPENDIX A
RECONCILIATIONS OF GAAP TONON-GAAP
In addition to traditional measures presented in accordance with GAAP, S&T’s management uses, and this Proxy Statement contains or references, certainnon-GAAP financial measures identified below. We believe thesenon-GAAP financial measures provide information useful to investors in understanding our underlying operational performance and our business and performance trends as they facilitate comparisons with the performance of other companies in the financial services industry. Although we believe that thesenon-GAAP financial measures enhance investors’ understanding of our business and performance, thesenon-GAAP financial measures should not be considered an alternative to GAAP or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable withnon-GAAP measures which may be presented by other companies.
Return on average tangible shareholders’ equity is a key profitability metric used by management to measure financial performance. The following table provides a reconciliation of return on average tangible shareholders’ equity(non-GAAP) by reconciling net income (GAAP) per the Consolidated Statements of Net Income to net income before amortization and intangibles and average shareholder’s equity to average tangible shareholders’ equity for the periods presented:
| Years Ended December 31, | ||
|---|---|---|
| Return on Average Tangible Shareholders’ Equity (ROTE) (non-GAAP) | 2024 | 2023 |
| Net income | $131,265 | $144,781 |
| Plus: amortization of intangibles, net of tax | 904 | 1,042 |
| Net income before amortization of intangibles | $132,169 | $145,823 |
| Average total shareholders’ equity | $1,330,870 | $1,227,332 |
| Less: average goodwill and other intangible assets, net of deferred tax liability | (376,181) | (377,157) |
| Average tangible equity (non-GAAP) | $954,689 | $850,175 |
| Return on Average Tangible Shareholders’ Equity (Non-GAAP) | 13.84% | 17.15% |
Pre-provision net revenue to average assets(non-GAAP) is a key profitability metric used by management to measure financial performance. We believe this to be a preferred industry measurement to help evaluate our ability to fund credit losses or build capital. The following table provides a reconciliation of income before taxes (GAAP) per the Consolidated Statements of Net Income to PPNR(non-GAAP) and then PPNR(non-GAAP) to average assets for the periods presented:
| Years Ended December 31, | ||
|---|---|---|
| Pre-provision Net Revenue (PPNR)/Average Assets (non-GAAP) | 2024 | 2023 |
| Income before taxes | $164,818 | $178,804 |
| Plus: net losses (gains) on sale of securities | 7,938 | — |
| Less: gain on Visa class B-1 exchange | (3,492) | — |
| Plus: Provision for credit losses | 133 | 17,892 |
| Pre-provision net revenue (non-GAAP) | $169,397 | $196,696 |
| Average assets | $9,572,834 | $9,276,256 |
| PPNR/Average assets (non-GAAP) | 1.77% | 2.12% |
| S&T BANCORP, INC. 800 PHILADELPHIA ST. INDIANA, PA 15701 | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 8, 2025 for shares held in a plan and up until 11:59 p.m. Eastern Time on May 12, 2025 for shares held directly. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/STBA2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 8, 2025 for shares held in a plan and up until 11:59 p.m. Eastern Time on May 12, 2025 for shares held directly. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
| V62555-P22827 | KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| S&T BANCORP, INC. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL.” · For All · Withhold All · For All Except · To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||
|---|---|---|---|---|---|
| 1. | ELECTION OF DIRECTORS TO SERVE TERMS EXPIRING IN 2026 | ☐ | ☐ | ☐ | |
| Nominees: | |||||
| 01) | Lewis W. Adkins, Jr. | 07) | Peter G. Gurt | ||
| 02) | David G. Antolik | 08) | William J. Hieb | ||
| 03) | Peter R. Barsz | 09) | Christopher J. McComish | ||
| 04) | Christina A. Cassotis | 10) | Bhaskar Ramachandran | ||
| 05) | Michael J. Donnelly | 11) | Christine J. Toretti | ||
| 06) | Jeffrey D. Grube | ||||
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 2 AND 3. · For · Against · Abstain | |||||
| 2. | TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS S&T’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2025. | ☐ | ☐ | ☐ | |
| 3. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF S&T’S NAMED EXECUTIVE OFFICERS. | ☐ | ☐ | ☐ | |
| TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. | |||||
| Only shareholders of record as of the close of business on February 28, 2025 are entitled to notice of and to vote at such meeting or any adjournment thereof. | |||||
| THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL ON PROPOSAL 1, FOR PROPOSAL 2, AND FOR PROPOSAL 3. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, INCLUDING MATTERS RELATING TO THE CONDUCT OF THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. | |||||
| Please sign exactly as your name or name(s) appear(s) on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | |||||
| Signature [PLEASE SIGN WITHIN BOX] · Date · Signature (Joint Owners) · Date | |||||
ANNUAL MEETING OF SHAREHOLDERS OF
S&T BANCORP, INC.
May 13, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2025
S&T’s Proxy Statement for the 2025 Annual Meeting of Shareholders
and S&T’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 are available at http://proxyvote.com
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
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V62556-P22827
REVOCABLE PROXY S&T BANCORP, INC. ANNUAL MEETING OF SHAREHOLDERS HELD ON MAY 13, 2025 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Michael Golden and Jeffrey J. Sottile or either of them, or any successors, with full powers of substitution, to act as attorneys and proxies for the undersigned to vote all shares of the common stock of S&T Bancorp, Inc. (“S&T”), par value $2.50 per share (“S&T Common Stock”), which the undersigned is entitled to vote at the Annual Meeting of Shareholders (the “Meeting”), to be held via Virtual Shareholder Meeting (www.virtualshareholdermeeting.com/STBA2025) on May 13, 2025 at 10:00 a.m., Eastern Time, and at any and all adjournments thereof, as indicated on the reverse hereof. The undersigned acknowledges receipt from S&T prior to execution of this proxy of the Notice of Meeting and the Proxy Statement. The undersigned hereby revokes any and all proxies heretofore given with respect to the undersigned’s shares of S&T Common Stock. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. (Continued and to be signed on the reverse side)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.