STBA: Chair Steps Down for Diplomatic Role; Governance Changes Announced

Rhea-AI Filing Summary

S&T Bancorp, Inc. announced that Christine Toretti will resign as Chair of the Board and from the Board, effective September 28, 2025, due to her confirmation as an ambassador to Sweden. The company said her resignation was not the result of any disagreement with the company.

At a special Board meeting on September 24, 2025, the Board approved combining the roles of Chief Executive Officer and Chair and appointed Christopher J. McComish to serve as Chair as of the effective date. The Board also created a Lead Independent Director role and appointed Jeffrey D. Grube to that position; Mr. Grube has served on the Board since 1997 and chairs the Credit Risk Committee while serving on multiple other committees.

Positive

• Experienced leadership retained: Christopher J. McComish, the sitting CEO with four years leading the company, was appointed Chair effective September 28, 2025.
• Independent oversight maintained: The Board created a Lead Independent Director position and appointed Jeffrey D. Grube, a long-tenured director, to that role.
• Resignation not due to disagreement: The filing states Ms. Toretti's resignation was not the result of any disagreement with the company on operations, policies or practices.

Negative

• Roles combined: The Board approved combining the CEO and Chair roles, reducing separation between management and board leadership.
• Limited disclosure of impact: The filing does not provide financial metrics, governance policies, or details on Lead Independent Director authorities to assess oversight effectiveness.

Insights

Corporate Governance Expert

TL;DR: Board shifts concentrate leadership while adding a Lead Independent Director to preserve independent oversight.

The Board combined the CEO and Chair roles and named the sitting CEO, Christopher J. McComish, as Chair effective September 28, 2025, following Chair Christine Toretti's resignation for a diplomatic appointment. Simultaneously creating a Lead Independent Director position and appointing long-tenured director Jeffrey D. Grube signals an attempt to balance consolidated leadership with an independent oversight role. These governance changes are material to shareholders because they alter board leadership structure and oversight responsibilities.

Financial Analyst

TL;DR: Leadership change is notable but presents no disclosed operational or financial impact in this filing.

The filing discloses a leadership transition: resignation of the independent Chair and appointment of the CEO as Chair, plus establishment of a Lead Independent Director. The company cites Mr. McComish's four years as CEO and solid company performance as rationale. The report contains no financial statements, forecasts, or operational metrics tied to these changes, so direct financial impact cannot be assessed from this disclosure alone.

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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

September 22, 2025

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 September 22, 2025, Christine Toretti, Chair of the Board of Directors (the “Board”) of S&T Bancorp, Inc. (the “Company”), notified the Board of her decision to resign from the Board and as independent Chair effective September 28, 2025 (the “Effective Date”), with respect to her confirmation as an ambassador to Sweden by the United States Senate. Ms. Toretti's decision to resign from the Board was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Ms. Toretti is also resigning from the Board of Directors of S&T Bank.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing Ms. Toretti’s resignation and the Company’s Chair and Lead Independent Director appointments is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Chair and Lead Independent Director Appointments

At a special meeting held on September 24, 2025, in connection with Ms. Toretti’s notice of resignation, the Board, including all members of the Nominating and Corporate Governance Committee, approved combining the roles of Chief Executive Officer and Chair and appointing Christopher J. McComish to serve as the Chair of the Board as of the Effective Date. The Board also created a Lead Independent Director position on the Board and appointed Jeffrey D. Grube, board director since 1997, Chair of the Credit Risk Committee and member of Audit Committee, Compensation & Benefits Committee, Executive Committee and Risk Committee, to serve as its Lead Independent Director as of the Effective Date. The duties of the Lead Independent Director are broad and substantive, promoting strong independent oversight over management and accountability to shareholders. The Board appointed Mr. McComish as Chair, given his four years of leading the company as CEO, his solid performance and the performance of the Company. The Board is confident that this experience best positions him to capitalize on a deep understanding of the Company’s business to identify the most critical business issues that should be raised for consideration by the Board.

The Board believes these appointments and corporate governance changes are in the best interests of the Company and its shareholders.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description of Exhibit

Exhibit No.						Description of Exhibit
99.1						Press Release dated September 24, 2025
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
September 24, 2025			Mark Kochvar Senior Executive Vice President, Chief Financial Officer

FAQ

Why did Christine Toretti resign as Chair of S&T Bancorp (STBA)?

The filing states Christine Toretti resigned to accept confirmation by the U.S. Senate as an ambassador to Sweden and that her resignation was not due to any disagreement with the company.

When does the resignation of the Chair become effective?

The resignation is effective September 28, 2025.

Who was appointed Chair of the Board at S&T Bancorp (STBA)?

Christopher J. McComish, the company's Chief Executive Officer, was appointed to serve as Chair as of the effective date.

Did S&T Bancorp create any new board roles after the resignation?

Yes. The Board created a Lead Independent Director position and appointed Jeffrey D. Grube to that role effective September 28, 2025.

What committees does Jeffrey D. Grube serve on?

According to the filing, Mr. Grube chairs the Credit Risk Committee and is a member of the Audit Committee, Compensation & Benefits Committee, Executive Committee, and Risk Committee.