S&T Bancorp updates CEO employment agreement terms

S&T Bancorp, Inc. has entered into an amended and restated employment agreement with Chief Executive Officer Christopher McComish, effective January 1, 2026, with an initial four-year term and automatic one-year renewals.

Rhea-AI Filing Summary

S&T Bancorp, Inc. has entered into an amended and restated employment agreement with Chief Executive Officer Christopher McComish, effective January 1, 2026, with an initial four-year term and automatic one-year renewals.

The agreement sets a minimum annual base salary of $785,000, an annual bonus target of 67% of base salary under the management incentive plan, and long-term incentive awards targeted at at least 100% of base salary, split between time-vesting and combined time- and performance-vesting awards. Additional benefits include an annual vehicle allowance up to $25,000, reimbursement of certain club dues, and up to $25,000 in legal fees for this agreement.

If he is terminated without cause or resigns for good reason, Mr. McComish may receive cash severance equal to two times his base salary plus target bonus, or three times that amount if the termination occurs within two years after a change in control, along with continued COBRA premium coverage for 24 or 36 months, respectively, and continued or accelerated vesting of long-term incentives, subject to a release of claims. He is also bound by ongoing confidentiality and non-disparagement covenants and by one-year post-employment non-competition and non-solicitation restrictions.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CEO base salary: $785,000 per year Annual bonus target: 67% of base salary Long-term incentive target: ≥100% of base salary +5 more

8 metrics

CEO base salary $785,000 per year Minimum annual base salary under amended agreement

Annual bonus target 67% of base salary Target management incentive plan bonus each fiscal year

Long-term incentive target ≥100% of base salary Target value of long-term incentive awards at grant

Vehicle allowance $25,000 per year Maximum annual vehicle allowance benefit

Legal fee reimbursement cap $25,000 Cap on legal fees reimbursed for preparing this agreement

Standard severance multiple 2x salary + target bonus Cash severance for termination without cause or for good reason

Change-in-control severance multiple 3x salary + target bonus Cash severance if terminated within two years after change in control

COBRA coverage duration 24 or 36 months COBRA premiums paid depending on change-in-control timing

Key Terms

management incentive plan, long-term incentive awards, performance-vesting awards, change in control, +2 more

6 terms

management incentive plan financial

"annual bonus for each fiscal year of the Company pursuant to the Company’s management incentive plan"

A management incentive plan is a structured pay program that rewards company executives and senior managers when they meet specific goals, using cash bonuses, stock awards, or options. It matters to investors because it helps align leaders’ actions with shareholder interests—like tying a coach’s bonus to a team’s wins—while influencing retention, risk-taking and potential share dilution, all of which can affect company performance and stock value.

long-term incentive awards financial

"Mr. McComish is also eligible for long-term incentive awards, with a target value"

performance-vesting awards financial

"the remaining 50% in the form of time-vesting and performance-vesting awards"

change in control financial

"if such termination is within two years following a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

COBRA premiums financial

"an amount equal to 24 months of COBRA premiums (or, if such termination is within two years"

non-competition and non-solicitation financial

"covenants concerning non-competition and non-solicitation of customers and employees, which apply"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did S&T Bancorp (STBA) change in the CEO’s employment agreement?

S&T Bancorp amended and restated CEO Christopher McComish’s employment agreement, effective January 1, 2026. It updates his base salary, annual bonus target, long-term incentive structure, severance protections, benefits, and post-employment restrictive covenants such as non-competition and non-solicitation.

What is the new base salary and bonus target for S&T Bancorp’s CEO?

The agreement sets a minimum annual base salary of $785,000 for CEO Christopher McComish. He is also eligible for an annual bonus under the management incentive plan, with a target payout equal to 67% of his annual base salary for each fiscal year.

How are long-term incentives structured for the S&T Bancorp (STBA) CEO?

The CEO is eligible for long-term incentive awards with a target value of at least 100% of annual base salary. Half of this value is in time-vesting awards, and the remaining half is in a mix of time-vesting and performance-vesting awards, measured at grant date.

What severance could the S&T Bancorp CEO receive if terminated without cause?

If terminated without cause or for good reason, the CEO may receive cash severance equal to two times his base salary and target bonus. He would also receive 24 months of COBRA premiums, plus continued eligibility for vesting of outstanding long-term incentive awards.

How does a change in control affect the S&T Bancorp CEO’s severance?

If termination without cause or for good reason occurs within two years after a change in control, the CEO’s cash severance increases to three times base salary plus target bonus. He also becomes entitled to 36 months of COBRA premiums and immediate vesting of all long-term incentive awards.

What restrictive covenants apply to S&T Bancorp (STBA) CEO Christopher McComish?

The agreement includes perpetual confidentiality and non-disparagement covenants. It also imposes non-competition and non-solicitation obligations for one year after employment ends, restricting competition with S&T Bancorp and solicitation of its customers and employees during that period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 05:38 PM Learn about SEC filing dates

0000719220false00007192202026-04-022026-04-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 2, 2026

Date of Report (date of earliest event reported)

S&T BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

0-12508

25-1434426

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

800 Philadelphia Street

Indiana

PA

15701

(Address of Principal Executive Offices)

(Zip Code)

(800) 325-2265

Registrant's telephone number, including area code

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $2.50 par value			STBA			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 2, 2026 S&T Bancorp, Inc. (the “Company”) and S&T Bank entered into an amended and restated employment agreement (the “Employment Agreement”) with the Company’s Chief Executive Officer, Christopher McComish, which agreement amends and restates the existing terms of employment and compensation of Mr. McComish. The Employment Agreement is effective as of January 1, 2026 and has a four-year term, subject to automatic renewal for one-year periods thereafter. The Employment Agreement provides for an annual base salary of no less than $785,000 and eligibility for an annual bonus for each fiscal year of the Company pursuant to the Company’s management incentive plan, with a target payout equal to sixty-seven percent (67%) of his annual base salary. Mr. McComish is also eligible for long-term incentive awards, with a target value (measured as of the grant date) equal to at least 100% of his annual base salary, with 50% of such award in the form of time-vesting awards and the remaining 50% in the form of time-vesting and performance-vesting awards. In addition, Mr. McComish will be eligible for employee benefits that are generally applicable to other senior executives of the Company and certain other benefits, including an annual vehicle allowance not to exceed $25,000, payment or reimbursement of certain club dues and payment or reimbursement of Mr. McComish’s legal fees incurred in connection with the preparation of this Employment Agreement (up to a cap of $25,000). If Mr. McComish’s employment is terminated without cause or for good reason, Mr. McComish would be eligible for a cash severance benefit equal to two times the sum of his annual base salary and target annual bonus (or, if such termination is within two years following a change in control of the Company, three times the sum of his annual base salary and target annual bonus, and a pro-rated target annual bonus based on the date of termination), an amount equal to 24 months of COBRA premiums (or, if such termination is within two years following a change in control of the Company, 36 months of COBRA premiums) and outstanding time-based long term incentive awards would remain outstanding and entitled to vest and all outstanding performance based long term incentive awards would remain outstanding and be eligible to vest contingent on the Company’s achievement of the applicable performance goals (or, if such termination is within two years following a change in control of the Company, all long term incentive awards would immediately vest). Such severance benefits are subject to Mr. McComish’s execution of a release of claims in favor of the Company. The Employment Agreement also subjects Mr. McComish to perpetual covenants concerning nondisclosure of confidential information and non-disparagement and covenants concerning non-competition and non-solicitation of customers and employees, which apply for one year following his termination of employment.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description of Exhibit
10.1						Amended and Restated Employment Agreement, dated April 2, 2026, by and between S&T Bancorp, Inc., S&T Bank and Christopher J. McComish
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

			S&T Bancorp, Inc.
			/s/ Mark Kochvar
April 06, 2026			Mark Kochvar Senior Executive Vice President, Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 163.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.1 KB