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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 10-Q
______________________________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-12508
______________________________________
S&T BANCORP INC.
(Exact name of registrant as specified in its charter)
______________________________________
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Pennsylvania |
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25-1434426 |
| (State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
| 800 Philadelphia Street |
Indiana |
PA |
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15701 |
| (Address of principal executive offices) |
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(zip code) |
800-325-2265
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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Accelerated filer |
☐ |
| Non-accelerated filer |
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Smaller reporting company |
☐ |
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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. ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
Common Stock, $2.50 Par Value - 38,330,330 shares as of April 30, 2025
S&T BANCORP, INC. AND SUBSIDIARIES
S&T BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31, 2025 |
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December 31, 2024 |
| (in thousands, except share and per share data) |
(Unaudited) |
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(Audited) |
| ASSETS |
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Cash and due from banks, including interest-bearing deposits of $125,457 and $175,606 at March 31, 2025 and December 31, 2024 |
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$ |
211,836 |
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$ |
244,820 |
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| Securities available for sale, at fair value |
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1,011,111 |
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987,591 |
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| Portfolio loans, net of unearned income |
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7,836,349 |
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7,742,958 |
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| Allowance for credit losses |
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(99,010) |
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(101,494) |
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| Portfolio loans, net |
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7,737,339 |
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7,641,464 |
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| Bank owned life insurance |
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85,267 |
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85,012 |
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| Premises and equipment, net |
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45,319 |
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45,033 |
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| Federal Home Loan Bank and other restricted stock, at cost |
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13,445 |
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15,231 |
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| Goodwill |
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373,424 |
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373,424 |
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| Other intangible assets, net |
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2,813 |
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3,055 |
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| Other assets |
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237,722 |
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262,342 |
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| Total Assets |
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$ |
9,718,276 |
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$ |
9,657,972 |
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| LIABILITIES |
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| Deposits: |
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| Noninterest-bearing demand |
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$ |
2,164,491 |
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$ |
2,185,242 |
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| Interest-bearing demand |
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809,722 |
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812,768 |
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| Money market |
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2,210,081 |
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2,040,285 |
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| Savings |
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886,007 |
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877,859 |
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| Certificates of deposit |
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1,822,632 |
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1,866,963 |
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| Total Deposits |
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7,892,933 |
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7,783,117 |
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| Short-term borrowings |
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95,000 |
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150,000 |
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| Long-term borrowings |
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50,876 |
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50,896 |
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| Junior subordinated debt securities |
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49,433 |
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49,418 |
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| Other liabilities |
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212,000 |
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244,247 |
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| Total Liabilities |
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8,300,242 |
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8,277,678 |
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| SHAREHOLDERS’ EQUITY |
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Common stock ($2.50 par value) Authorized—50,000,000 shares Issued—41,449,444 shares at March 31, 2025 and December 31, 2024 Outstanding—38,261,299 shares at March 31, 2025 and 38,259,449 shares at December 31, 2024 |
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103,623 |
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103,623 |
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| Additional paid-in capital |
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412,787 |
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411,785 |
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| Retained earnings |
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1,059,367 |
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1,039,035 |
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| Accumulated other comprehensive loss |
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(60,635) |
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(76,992) |
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Treasury stock — 3,188,145 shares at March 31, 2025 and 3,189,995 shares at December 31, 2024, at cost |
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(97,108) |
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(97,157) |
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| Total Shareholders’ Equity |
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1,418,034 |
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1,380,294 |
|
| Total Liabilities and Shareholders’ Equity |
|
$ |
9,718,276 |
|
|
|
$ |
9,657,972 |
|
See Notes to Condensed Consolidated Financial Statements
S&T BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
| (dollars in thousands, except per share data) |
2025 |
|
2024 |
|
|
|
|
|
|
| INTEREST AND DIVIDEND INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans, including fees |
|
$ |
114,340 |
|
|
|
$ |
118,577 |
|
|
|
|
|
|
|
|
|
|
| Investment Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Taxable |
|
10,073 |
|
|
|
8,595 |
|
|
|
|
|
|
|
|
|
|
| Tax-exempt |
|
157 |
|
|
|
193 |
|
|
|
|
|
|
|
|
|
|
| Dividends |
|
278 |
|
|
|
389 |
|
|
|
|
|
|
|
|
|
|
Total Interest and Dividend Income |
|
124,848 |
|
|
|
127,754 |
|
|
|
|
|
|
|
|
|
|
| INTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deposits |
|
38,354 |
|
|
|
36,662 |
|
|
|
|
|
|
|
|
|
|
| Borrowings, junior subordinated debt securities and other |
|
3,171 |
|
|
|
7,615 |
|
|
|
|
|
|
|
|
|
|
Total Interest Expense |
|
41,525 |
|
|
|
44,277 |
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME |
|
83,323 |
|
|
|
83,477 |
|
|
|
|
|
|
|
|
|
|
| Provision for credit losses |
|
(3,040) |
|
|
|
2,627 |
|
|
|
|
|
|
|
|
|
|
Net Interest Income After Provision for Credit Losses |
|
86,363 |
|
|
|
80,850 |
|
|
|
|
|
|
|
|
|
|
| NONINTEREST INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) gain on sale of securities |
|
(2,295) |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
| Debit and credit card |
|
4,188 |
|
|
|
4,235 |
|
|
|
|
|
|
|
|
|
|
| Service charges on deposit accounts |
|
3,962 |
|
|
|
3,828 |
|
|
|
|
|
|
|
|
|
|
| Wealth management |
|
3,084 |
|
|
|
3,042 |
|
|
|
|
|
|
|
|
|
|
| Other |
|
1,490 |
|
|
|
1,722 |
|
|
|
|
|
|
|
|
|
|
Total Noninterest Income |
|
10,429 |
|
|
|
12,830 |
|
|
|
|
|
|
|
|
|
|
| NONINTEREST EXPENSE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Salaries and employee benefits |
|
29,853 |
|
|
|
29,512 |
|
|
|
|
|
|
|
|
|
|
| Data processing and information technology |
|
4,930 |
|
|
|
4,954 |
|
|
|
|
|
|
|
|
|
|
| Occupancy |
|
4,302 |
|
|
|
3,870 |
|
|
|
|
|
|
|
|
|
|
| Furniture, equipment and software |
|
3,483 |
|
|
|
3,472 |
|
|
|
|
|
|
|
|
|
|
| Marketing |
|
1,615 |
|
|
|
1,943 |
|
|
|
|
|
|
|
|
|
|
| Other taxes |
|
1,494 |
|
|
|
1,871 |
|
|
|
|
|
|
|
|
|
|
| Professional services and legal |
|
1,286 |
|
|
|
1,720 |
|
|
|
|
|
|
|
|
|
|
| FDIC insurance |
|
1,040 |
|
|
|
1,049 |
|
|
|
|
|
|
|
|
|
|
| Other |
|
7,088 |
|
|
|
6,129 |
|
|
|
|
|
|
|
|
|
|
Total Noninterest Expense |
|
55,091 |
|
|
|
54,520 |
|
|
|
|
|
|
|
|
|
|
Income Before Taxes |
|
41,701 |
|
|
|
39,160 |
|
|
|
|
|
|
|
|
|
|
| Income tax expense |
|
8,300 |
|
|
|
7,921 |
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
33,401 |
|
|
|
$ |
31,239 |
|
|
|
|
|
|
|
|
|
|
| Earnings per share—basic |
|
$ |
0.87 |
|
|
|
$ |
0.82 |
|
|
|
|
|
|
|
|
|
|
| Earnings per share—diluted |
|
$ |
0.87 |
|
|
|
$ |
0.81 |
|
|
|
|
|
|
|
|
|
|
| Dividends declared per share |
|
$ |
0.34 |
|
|
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
Comprehensive Income |
|
$ |
49,758 |
|
|
|
$ |
24,443 |
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
S&T BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2024 |
| (dollars in thousands, except share and per share data) |
Common Stock |
|
Additional Paid-in Capital |
|
Retained Earnings |
|
Accumulated Other Comprehensive Loss |
|
Treasury Stock |
|
Total |
| Balance at January 1, 2024 |
|
$ |
103,623 |
|
|
|
$ |
409,034 |
|
|
|
$ |
959,604 |
|
|
|
$ |
(90,901) |
|
|
|
$ |
(97,915) |
|
|
|
$ |
1,283,445 |
|
| Net Income for the three months ended March 31, 2024 |
|
— |
|
|
|
— |
|
|
|
31,239 |
|
|
|
— |
|
|
|
— |
|
|
|
31,239 |
|
| Other comprehensive loss, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,796) |
|
|
|
— |
|
|
|
(6,796) |
|
| Impact of adoption of ASU 2023-02 |
|
— |
|
|
|
— |
|
|
|
(1,002) |
|
|
|
— |
|
|
|
— |
|
|
|
(1,002) |
|
Cash dividends declared ($0.33 per share) |
|
— |
|
|
|
— |
|
|
|
(12,661) |
|
|
|
— |
|
|
|
— |
|
|
|
(12,661) |
|
Treasury stock issued for restricted stock awards (2,062 shares) |
|
— |
|
|
|
(63) |
|
|
|
— |
|
|
|
— |
|
|
|
63 |
|
|
|
— |
|
Forfeitures of restricted stock awards (1,588 shares) |
|
— |
|
|
|
— |
|
|
|
15 |
|
|
|
— |
|
|
|
(52) |
|
|
|
(37) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Recognition of restricted stock compensation expense |
|
— |
|
|
|
886 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at March 31, 2024 |
|
$ |
103,623 |
|
|
|
$ |
409,857 |
|
|
|
$ |
977,195 |
|
|
|
$ |
(97,697) |
|
|
|
$ |
(97,904) |
|
|
|
$ |
1,295,074 |
|
See Notes to Condensed Consolidated Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 |
| (dollars in thousands, except share and per share data) |
Common Stock |
|
Additional Paid-in Capital |
|
Retained Earnings |
|
Accumulated Other Comprehensive Loss |
|
Treasury Stock |
|
Total |
| Balance at January 1, 2025 |
|
$ |
103,623 |
|
|
|
$ |
411,785 |
|
|
|
$ |
1,039,035 |
|
|
|
$ |
(76,992) |
|
|
|
$ |
(97,157) |
|
|
|
$ |
1,380,294 |
|
| Net Income for the three months ended March 31, 2025 |
|
— |
|
|
|
— |
|
|
|
33,401 |
|
|
|
— |
|
|
|
— |
|
|
|
33,401 |
|
| Other comprehensive income, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,357 |
|
|
|
— |
|
|
|
16,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared ($0.34 per share) |
|
— |
|
|
|
— |
|
|
|
(13,069) |
|
|
|
— |
|
|
|
— |
|
|
|
(13,069) |
|
Treasury stock issued for restricted stock awards (2,971 shares) |
|
— |
|
|
|
(90) |
|
|
|
— |
|
|
|
— |
|
|
|
90 |
|
|
|
— |
|
Forfeitures of restricted stock awards (1,121 shares) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(41) |
|
|
|
(41) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Recognition of restricted stock compensation expense |
|
— |
|
|
|
1,092 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at March 31, 2025 |
|
$ |
103,623 |
|
|
|
$ |
412,787 |
|
|
|
$ |
1,059,367 |
|
|
|
$ |
(60,635) |
|
|
|
$ |
(97,108) |
|
|
|
$ |
1,418,034 |
|
See Notes to Condensed Consolidated Financial Statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&T BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
| (dollars in thousands) |
|
2025 |
|
2024 |
|
|
|
| OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities |
|
$ |
28,692 |
|
|
$ |
46,378 |
|
|
|
|
| INVESTING ACTIVITIES |
|
|
|
|
|
|
|
| Purchases of securities |
|
(85,052) |
|
|
(34,243) |
|
|
|
|
| Proceeds from maturities, prepayments and calls of securities |
|
29,665 |
|
|
27,018 |
|
|
|
|
| Proceeds from sales of securities |
|
47,038 |
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
| Redemption of Federal Home Loan Bank stock |
|
1,786 |
|
|
11,379 |
|
|
|
|
Net increase in loans |
|
(93,312) |
|
|
(18,004) |
|
|
|
|
| Proceeds from sale of portfolio loans |
|
— |
|
|
8,923 |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of premises and equipment, net of proceeds from sales |
|
(1,726) |
|
|
(533) |
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from life insurance settlement |
|
218 |
|
|
584 |
|
|
|
|
| Net payments from cash flow hedge |
|
(2,031) |
|
|
(3,536) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Investing Activities |
|
(103,414) |
|
|
(8,338) |
|
|
|
|
| FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Net increase (decrease) in demand, money market and savings deposits |
|
154,147 |
|
|
(84,247) |
|
|
|
|
Net (decrease) increase in certificates of deposit |
|
(44,331) |
|
|
162,831 |
|
|
|
|
Net decrease in short-term borrowings |
|
(55,000) |
|
|
(130,000) |
|
|
|
|
|
|
|
|
|
|
|
|
| Repayments on long-term borrowings |
|
(20) |
|
|
(121) |
|
|
|
|
|
|
|
|
|
|
|
|
| Repurchase of shares for taxes on restricted stock |
|
(41) |
|
|
(37) |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash dividends paid to common shareholders |
|
(13,017) |
|
|
(12,616) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by (Used in) Financing Activities |
|
41,738 |
|
|
(64,190) |
|
|
|
|
Net decrease in cash and due from banks |
|
(32,984) |
|
|
(26,150) |
|
|
|
|
| Cash and due from banks at beginning of period |
|
244,820 |
|
|
233,612 |
|
|
|
|
| Cash and Due From Banks at End of Period |
|
$ |
211,836 |
|
|
$ |
207,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Supplemental Disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Right of use assets obtained in exchange for lease obligations |
|
$ |
2,400 |
|
|
$ |
— |
|
|
|
|
| Cash paid for interest |
|
$ |
44,058 |
|
|
$ |
40,656 |
|
|
|
|
| Cash paid for income taxes, net of refunds |
|
$ |
93 |
|
|
$ |
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements |
|
|
|
|
|
|
|
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
Principles of Consolidation
The interim Condensed Consolidated Financial Statements include the accounts of S&T Bancorp, Inc., or S&T, and its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Investments of 20 percent to 50 percent of the outstanding common stock of investees are accounted for using the equity method of accounting.
Basis of Presentation
The accompanying unaudited interim Condensed Consolidated Financial Statements of S&T have been prepared in accordance with generally accepted accounting principles, or GAAP, in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, or 2024 Form 10-K, filed with the Securities and Exchange Commission, or SEC, on March 3, 2025. In the opinion of management, the accompanying interim financial information reflects all adjustments, consisting of normal recurring adjustments, necessary to present fairly our financial position and the results of operations for each of the interim periods presented. Results of operations for interim periods are not necessarily indicative of the results of operations that may be expected for a full year or any future period.
Reclassification
Amounts in prior period financial statements and footnotes are reclassified whenever necessary to conform to the current period presentation. Reclassifications had no effect on our consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Segments
We have one operating segment, Community Banking, based upon our current reporting structure at the consolidated level. The chief operating decision maker, or CODM, uses consolidated net income when allocating resources and making operating decisions. The accounting policies used to measure the profit and loss of the Community Banking segment are the same as those described in the summary of significant accounting policies. The CODM does not review segment revenue or expense information at a lower level than what is included in our Consolidated Statements of Net Income. Expenses included within other expenses in the Condensed Consolidated Statements of Comprehensive Income include loan related expenses, travel and entertainment, telephone and contributions.
Recently Adopted Accounting Standards Updates, or ASU, or Updated
Income Taxes (Topic 740) Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of the disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for fiscal years beginning after December 15, 2024. We adopted ASU 2023-09, as of January 1, 2025 with no impact to the consolidated financial statements. We will provide the required updated disclosures in our Form 10-K for the year ended December 31, 2025.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recently Issued Accounting Standards Not Yet Adopted
Income Statement (Subtopic 220-40)—Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40)—Reporting Comprehensive Income—Expense Disaggregation Disclosures to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU will not impact our consolidated financial statements and we are currently evaluating the impact of the new disclosure requirements.
NOTE 2. EARNINGS PER SHARE
Diluted earnings per share is calculated using both the two-class and the treasury stock methods with the more dilutive method used to determine diluted earnings per share. The treasury stock method was used to determine earnings per share for the three months ended March 31, 2025 and the two-class method was used to determine earnings per share for the three months ended March 31, 2024.
The following table reconciles the numerators and denominators of basic and diluted EPS calculations for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
| (in thousands, except share and per share data) |
|
|
|
|
2025 |
|
2024 |
|
|
|
Numerator for Earnings per Share—Basic and Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income—Treasury Stock Method—Basic and Diluted |
|
|
|
|
|
|
|
$ |
33,401 |
|
|
|
$ |
31,239 |
|
|
|
|
| Less: Income allocated to participating shares |
|
|
|
|
|
|
|
— |
|
|
|
12 |
|
|
|
|
Net Income Allocated to Shareholders—Two-Class Method—Basic and Diluted |
|
|
|
|
|
|
|
$ |
33,401 |
|
|
|
$ |
31,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for Earnings per Share—Treasury Stock Method: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted Average Shares Outstanding—Basic |
|
|
|
|
|
|
|
38,260,746 |
|
|
|
38,192,235 |
|
|
|
|
| Add: Potentially dilutive shares |
|
|
|
|
|
|
|
338,910 |
|
|
|
239,514 |
|
|
|
|
| Denominator for Treasury Stock Method—Diluted |
|
|
|
|
|
|
|
38,599,656 |
|
|
|
38,431,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for Earnings per Share—Two-Class Method: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted Average Shares Outstanding—Basic |
|
|
|
|
|
|
|
38,260,746 |
|
|
|
38,192,235 |
|
|
|
|
| Add: Average participating shares outstanding |
|
|
|
|
|
|
|
— |
|
|
|
225,850 |
|
|
|
|
| Denominator for Two-Class Method—Diluted |
|
|
|
|
|
|
|
38,260,746 |
|
|
|
38,418,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings per share—basic |
|
|
|
|
|
|
|
$ |
0.87 |
|
|
|
$ |
0.82 |
|
|
|
|
| Earnings per share—diluted |
|
|
|
|
|
|
|
$ |
0.87 |
|
|
|
$ |
0.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Restricted stock considered anti-dilutive excluded from potentially dilutive shares |
|
|
|
|
|
|
|
— |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. FAIR VALUE MEASUREMENTS
We use fair value measurements when recording and disclosing certain financial assets and liabilities. Debt securities, equity securities, securities held in a deferred compensation plan and derivative financial instruments are recorded at fair value on a recurring basis. Additionally, from time to time, we may be required to record other financial instruments at fair value on a nonrecurring basis, such as loans held for sale, loans individually evaluated, other real estate owned, or OREO, and other repossessed assets, mortgage servicing rights, or MSRs, and certain other assets.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities; it is not a forced transaction. In determining fair value, we use various valuation approaches, including market, income and cost approaches. The fair value standard establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability, which are developed based on market data that we have obtained from independent sources. Unobservable inputs reflect our estimates of assumptions that market participants would use in pricing an asset or liability, which are developed based on the best information available in the circumstances.
The fair value hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows.
Level 1: valuation is based upon unadjusted quoted market prices for identical instruments traded in active markets.
Level 2: valuation is based upon quoted market prices for similar instruments traded in active markets, quoted market prices for identical or similar instruments traded in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by market data.
Level 3: valuation is derived from other valuation methodologies, including discounted cash flow models and similar techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in determining fair value.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
There have been no changes in our valuation methodologies during the three months ended March 31, 2025. Refer to Note 1. Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our 2024 Form 10-K for more information on the valuation methodologies that we use for financial instruments recorded at fair value on a recurring or nonrecurring basis.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
The following tables present our assets and liabilities that are measured at fair value on a recurring basis by fair value hierarchy level at the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
| (dollars in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ASSETS |
|
|
|
|
|
|
|
| Available-for-sale debt securities: |
|
|
|
|
|
|
|
| U.S. Treasury securities |
$ |
93,605 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
93,605 |
|
| Obligations of U.S. government corporations and agencies |
— |
|
|
10,127 |
|
|
— |
|
|
10,127 |
|
| Collateralized mortgage obligations of U.S. government corporations and agencies |
— |
|
|
648,818 |
|
|
— |
|
|
648,818 |
|
| Residential mortgage-backed securities of U.S. government corporations and agencies |
— |
|
|
33,143 |
|
|
— |
|
|
33,143 |
|
| Commercial mortgage-backed securities of U.S. government corporations and agencies |
— |
|
|
219,285 |
|
|
— |
|
|
219,285 |
|
|
|
|
|
|
|
|
|
| Obligations of states and political subdivisions |
— |
|
|
4,972 |
|
|
— |
|
|
4,972 |
|
| Total Available-for-Sale Debt Securities |
93,605 |
|
|
916,345 |
|
|
— |
|
|
1,009,950 |
|
| Equity securities |
1,161 |
|
|
— |
|
|
— |
|
|
1,161 |
|
| Total Securities Available for Sale |
94,766 |
|
|
916,345 |
|
|
— |
|
|
1,011,111 |
|
| Securities held in a deferred compensation plan |
10,692 |
|
|
— |
|
|
— |
|
|
10,692 |
|
| Derivative financial assets: |
|
|
|
|
|
|
|
| Interest rate swap contracts - commercial loans |
— |
|
|
48,493 |
|
|
— |
|
|
48,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Assets |
$ |
105,458 |
|
|
$ |
964,838 |
|
|
$ |
— |
|
|
$ |
1,070,296 |
|
| LIABILITIES |
|
|
|
|
|
|
|
| Derivative financial liabilities: |
|
|
|
|
|
|
|
| Interest rate swap contracts - commercial loans |
$ |
— |
|
|
$ |
48,865 |
|
|
$ |
— |
|
|
$ |
48,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate swap contracts - cash flow hedge |
— |
|
|
6,473 |
|
|
— |
|
|
6,473 |
|
| Total Liabilities |
$ |
— |
|
|
$ |
55,338 |
|
|
$ |
— |
|
|
$ |
55,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
| (dollars in thousands) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
| ASSETS |
|
|
|
|
|
|
|
| Available-for-sale debt securities: |
|
|
|
|
|
|
|
| U.S. Treasury securities |
$ |
92,768 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
92,768 |
|
| Obligations of U.S. government corporations and agencies |
— |
|
|
15,071 |
|
|
— |
|
|
15,071 |
|
| Collateralized mortgage obligations of U.S. government corporations and agencies |
— |
|
|
596,284 |
|
|
— |
|
|
596,284 |
|
| Residential mortgage-backed securities of U.S. government corporations and agencies |
— |
|
|
33,207 |
|
|
— |
|
|
33,207 |
|
| Commercial mortgage-backed securities of U.S. government corporations and agencies |
— |
|
|
224,798 |
|
|
— |
|
|
224,798 |
|
|
|
|
|
|
|
|
|
| Obligations of states and political subdivisions |
— |
|
|
24,287 |
|
|
— |
|
|
24,287 |
|
| Total Available-for-Sale Debt Securities |
92,768 |
|
|
893,647 |
|
|
— |
|
|
986,415 |
|
| Equity securities |
1,176 |
|
|
— |
|
|
— |
|
|
1,176 |
|
| Total Securities Available for Sale |
93,944 |
|
|
893,647 |
|
|
— |
|
|
987,591 |
|
| Securities held in a deferred compensation plan |
10,876 |
|
|
— |
|
|
— |
|
|
10,876 |
|
| Derivative financial assets: |
|
|
|
|
|
|
|
| Interest rate swap contracts - commercial loans |
— |
|
|
60,890 |
|
|
— |
|
|
60,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Assets |
$ |
104,820 |
|
|
$ |
954,537 |
|
|
$ |
— |
|
|
$ |
1,059,357 |
|
| LIABILITIES |
|
|
|
|
|
|
|
| Derivative financial liabilities: |
|
|
|
|
|
|
|
| Interest rate swap contracts - commercial loans |
$ |
— |
|
|
$ |
61,271 |
|
|
$ |
— |
|
|
$ |
61,271 |
|
|
|
|
|
|
|
|
|
| Interest rate swap contracts - cash flow hedge |
— |
|
|
9,589 |
|
|
— |
|
|
9,589 |
|
| Total Liabilities |
$ |
— |
|
|
$ |
70,860 |
|
|
$ |
— |
|
|
$ |
70,860 |
|
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets Recorded at Fair Value on a Nonrecurring Basis
We may be required to measure certain assets and liabilities at fair value on a nonrecurring basis. Nonrecurring assets are recorded at the lower of cost or fair value in our consolidated financial statements. There were no liabilities measured at fair value on a nonrecurring basis at both March 31, 2025 and December 31, 2024. There were no Level 3 assets measured at fair value on a nonrecurring basis and one Level 2 individually evaluated loan measured at a fair value on a nonrecurring basis for $1.0 million as of March 31, 2025. At December 31, 2024 there was $6.8 million of individually evaluated loans measured at fair value and classified as Level 3 on a nonrecurring basis.
Significant unobservable inputs used in the fair value measurements of Level 3 assets on a nonrecurring basis were as follows at December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
Valuation Technique |
|
|
Significant Unobservable Inputs |
|
Range |
Weighted Average |
| (dollars in thousands) |
|
|
|
|
| Loans individually evaluated |
$6,830 |
|
Appraisals of collateral |
|
|
Appraisal adjustments(1) |
|
20% |
- |
75% |
63.06% |
(1) Represents adjustments to appraised values related to market conditions and liquidation estimates based on management judgement. |
|
Fair Value of Financial Instruments
The following tables present the carrying values and fair values of our financial instruments at the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
Value(1)
|
|
Fair Value Measurements at March 31, 2025 |
| (dollars in thousands) |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
| ASSETS |
|
|
|
|
|
|
|
|
|
| Cash and due from banks, including interest-bearing deposits |
$ |
211,836 |
|
|
$ |
211,836 |
|
|
$ |
211,836 |
|
|
$ |
— |
|
|
$ |
— |
|
| Securities available for sale |
1,011,111 |
|
|
1,011,111 |
|
|
94,766 |
|
|
916,345 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Portfolio loans, net |
7,737,339 |
|
|
7,507,010 |
|
|
— |
|
|
— |
|
|
7,507,010 |
|
| Collateral receivable |
595 |
|
|
595 |
|
|
595 |
|
|
— |
|
|
— |
|
| Securities held in a deferred compensation plan |
10,692 |
|
|
10,692 |
|
|
10,692 |
|
|
— |
|
|
— |
|
| Mortgage servicing rights |
5,478 |
|
|
8,126 |
|
|
— |
|
|
— |
|
|
8,126 |
|
| Interest rate swap contracts - commercial loans |
48,493 |
|
|
48,493 |
|
|
— |
|
|
48,493 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
|
| Deposits |
$ |
7,892,933 |
|
|
$ |
7,888,880 |
|
|
$ |
6,070,301 |
|
|
$ |
1,818,579 |
|
|
$ |
— |
|
| Collateral payable |
42,834 |
|
|
42,834 |
|
|
42,834 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Short-term borrowings |
95,000 |
|
|
95,000 |
|
|
— |
|
|
95,000 |
|
|
— |
|
| Long-term borrowings |
50,876 |
|
|
50,815 |
|
|
— |
|
|
50,815 |
|
|
— |
|
| Junior subordinated debt securities |
49,433 |
|
|
49,433 |
|
|
— |
|
|
49,433 |
|
|
— |
|
| Interest rate swap contracts - commercial loans |
48,865 |
|
|
48,865 |
|
|
— |
|
|
48,865 |
|
|
— |
|
| Interest rate swap contracts - cash flow hedge |
6,473 |
|
|
6,473 |
|
|
— |
|
|
6,473 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) As reported in the Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
Value(1)
|
|
Fair Value Measurements at December 31, 2024 |
| (dollars in thousands) |
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
| ASSETS |
|
|
|
|
|
|
|
|
|
| Cash and due from banks, including interest-bearing deposits |
$ |
244,820 |
|
|
$ |
244,820 |
|
|
$ |
244,820 |
|
|
$ |
— |
|
|
$ |
— |
|
| Securities available for sale |
987,591 |
|
|
987,591 |
|
|
93,944 |
|
|
893,647 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Portfolio loans, net |
7,641,464 |
|
|
7,362,898 |
|
|
— |
|
|
— |
|
|
7,362,898 |
|
| Collateral receivable |
2,034 |
|
|
2,034 |
|
|
2,034 |
|
|
— |
|
|
— |
|
| Securities held in a deferred compensation plan |
10,876 |
|
|
10,876 |
|
|
10,876 |
|
|
— |
|
|
— |
|
| Mortgage servicing rights |
5,646 |
|
|
8,533 |
|
|
— |
|
|
— |
|
|
8,533 |
|
| Interest rate swaps - commercial loans |
60,890 |
|
|
60,890 |
|
|
— |
|
|
60,890 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
|
| Deposits |
$ |
7,783,117 |
|
|
$ |
7,778,740 |
|
|
$ |
5,916,154 |
|
|
$ |
1,862,586 |
|
|
$ |
— |
|
| Collateral payable |
52,516 |
|
|
52,516 |
|
|
52,516 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Short-term borrowings |
150,000 |
|
|
150,000 |
|
|
— |
|
|
150,000 |
|
|
— |
|
| Long-term borrowings |
50,896 |
|
|
50,652 |
|
|
— |
|
|
50,652 |
|
|
— |
|
| Junior subordinated debt securities |
49,418 |
|
|
49,418 |
|
|
— |
|
|
49,418 |
|
|
— |
|
| Interest rate swaps - commercial loans |
61,271 |
|
|
61,271 |
|
|
— |
|
|
61,271 |
|
|
— |
|
| Interest rate swaps - cash flow hedge |
9,589 |
|
|
9,589 |
|
|
— |
|
|
9,589 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
(1) As reported in the Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
NOTE 4. SECURITIES
The following table presents the fair values of our securities portfolio at the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
|
|
|
| Debt securities |
$ |
1,009,950 |
|
|
$ |
986,415 |
|
|
|
|
|
| Equity securities |
|
1,161 |
|
|
|
1,176 |
|
|
|
|
|
| Total Securities Available for Sale |
$ |
1,011,111 |
|
|
$ |
987,591 |
|
|
|
|
|
The following table presents the amortized cost and fair value of available-for-sale debt securities as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
March 31, 2025 |
|
December 31, 2024 |
| (dollars in thousands) |
Amortized Cost |
|
Gross Unrealized Gains |
|
Gross Unrealized Losses |
|
Fair Value |
|
Amortized Cost |
|
Gross Unrealized Gains |
|
Gross Unrealized Losses |
|
Fair Value |
| U.S. Treasury securities |
|
$ |
96,881 |
|
|
|
$ |
55 |
|
|
|
$ |
(3,331) |
|
|
|
$ |
93,605 |
|
|
|
$ |
97,045 |
|
|
|
$ |
— |
|
|
|
$ |
(4,277) |
|
|
|
$ |
92,768 |
|
| Obligations of U.S. government corporations and agencies |
|
10,239 |
|
|
|
— |
|
|
|
(112) |
|
|
|
10,127 |
|
|
|
15,260 |
|
|
|
— |
|
|
|
(189) |
|
|
|
15,071 |
|
| Collateralized mortgage obligations of U.S. government corporations and agencies |
|
686,862 |
|
|
|
2,389 |
|
|
|
(40,433) |
|
|
|
648,818 |
|
|
|
643,690 |
|
|
|
872 |
|
|
|
(48,278) |
|
|
|
596,284 |
|
| Residential mortgage-backed securities of U.S. government corporations and agencies |
|
39,156 |
|
|
|
5 |
|
|
|
(6,018) |
|
|
|
33,143 |
|
|
|
40,109 |
|
|
|
3 |
|
|
|
(6,905) |
|
|
|
33,207 |
|
| Commercial mortgage-backed securities of U.S. government corporations and agencies |
|
226,228 |
|
|
|
923 |
|
|
|
(7,866) |
|
|
|
219,285 |
|
|
|
237,270 |
|
|
|
115 |
|
|
|
(12,587) |
|
|
|
224,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Obligations of states and political subdivisions |
|
4,981 |
|
|
|
— |
|
|
|
(9) |
|
|
|
4,972 |
|
|
|
24,780 |
|
|
|
— |
|
|
|
(493) |
|
|
|
24,287 |
|
Total Available-for-Sale Debt Securities(1) |
|
$ |
1,064,347 |
|
|
|
$ |
3,372 |
|
|
|
$ |
(57,769) |
|
|
|
$ |
1,009,950 |
|
|
|
$ |
1,058,154 |
|
|
|
$ |
990 |
|
|
|
$ |
(72,729) |
|
|
|
$ |
986,415 |
|
(1) Excludes interest receivable of $3.4 million at March 31, 2025 and $3.7 million at December 31, 2024. Interest receivable is included in other assets in the Consolidated Balance Sheets.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the fair value and the age of gross unrealized losses on available-for-sale debt securities by investment category as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
Less Than 12 Months |
|
12 Months or More |
|
Total |
| (dollars in thousands) |
Number of Securities |
|
Fair Value |
|
Unrealized Losses |
|
Number of Securities |
|
Fair Value |
|
Unrealized Losses |
|
Number of Securities |
|
Fair Value |
|
Unrealized Losses |
| U.S. Treasury securities |
4 |
|
$ |
40,198 |
|
|
$ |
(170) |
|
|
5 |
|
$ |
48,375 |
|
|
$ |
(3,161) |
|
|
9 |
|
$ |
88,573 |
|
|
$ |
(3,331) |
|
| Obligations of U.S. government corporations and agencies |
— |
|
— |
|
|
— |
|
|
1 |
|
10,127 |
|
|
(112) |
|
|
1 |
|
10,127 |
|
|
(112) |
|
| Collateralized mortgage obligations of U.S. government corporations and agencies |
11 |
|
107,047 |
|
|
(1,308) |
|
|
56 |
|
311,651 |
|
|
(39,125) |
|
|
67 |
|
418,698 |
|
|
(40,433) |
|
| Residential mortgage-backed securities of U.S. government corporations and agencies |
1 |
|
6 |
|
|
— |
|
|
21 |
|
32,970 |
|
|
(6,018) |
|
|
22 |
|
32,976 |
|
|
(6,018) |
|
| Commercial mortgage-backed securities of U.S. government corporations and agencies |
4 |
|
38,852 |
|
|
(562) |
|
|
8 |
|
93,395 |
|
|
(7,304) |
|
|
12 |
|
132,247 |
|
|
(7,866) |
|
| Obligations of states and political subdivisions |
2 |
|
4,972 |
|
|
(9) |
|
|
— |
|
— |
|
|
— |
|
|
2 |
|
4,972 |
|
|
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
22 |
|
$ |
191,075 |
|
|
$ |
(2,049) |
|
|
91 |
|
$ |
496,518 |
|
|
$ |
(55,720) |
|
|
113 |
|
$ |
687,593 |
|
|
$ |
(57,769) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
Less Than 12 Months |
|
12 Months or More |
|
Total |
| (dollars in thousands) |
Number of Securities |
|
Fair Value |
|
Unrealized Losses |
|
Number of Securities |
|
Fair Value |
|
Unrealized Losses |
|
Number of Securities |
|
Fair Value |
|
Unrealized Losses |
| U.S. Treasury securities |
5 |
|
$ |
45,045 |
|
|
$ |
(362) |
|
|
5 |
|
$ |
47,723 |
|
|
$ |
(3,915) |
|
|
10 |
|
$ |
92,768 |
|
|
$ |
(4,277) |
|
| Obligations of U.S. government corporations and agencies |
— |
|
— |
|
|
— |
|
|
2 |
|
15,071 |
|
|
(189) |
|
|
2 |
|
15,071 |
|
|
(189) |
|
| Collateralized mortgage obligations of U.S. government corporations and agencies |
22 |
|
209,511 |
|
|
(3,393) |
|
|
56 |
|
318,104 |
|
|
(44,885) |
|
|
78 |
|
527,615 |
|
|
(48,278) |
|
| Residential mortgage-backed securities of U.S. government corporations and agencies |
1 |
|
8 |
|
|
— |
|
|
21 |
|
33,030 |
|
|
(6,905) |
|
|
22 |
|
33,038 |
|
|
(6,905) |
|
| Commercial mortgage-backed securities of U.S. government corporations and agencies |
9 |
|
88,040 |
|
|
(1,741) |
|
|
12 |
|
122,833 |
|
|
(10,846) |
|
|
21 |
|
210,873 |
|
|
(12,587) |
|
| Obligations of states and political subdivisions |
4 |
|
24,286 |
|
|
(493) |
|
|
— |
|
— |
|
|
— |
|
|
4 |
|
24,286 |
|
|
(493) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
41 |
|
$ |
366,890 |
|
|
$ |
(5,989) |
|
|
96 |
|
$ |
536,761 |
|
|
$ |
(66,740) |
|
|
137 |
|
$ |
903,651 |
|
|
$ |
(72,729) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We evaluate securities with unrealized losses quarterly to determine if the decline in fair value has resulted from credit impairment or other factors. We do not believe any individual unrealized loss as of March 31, 2025 represents a credit impairment. The unrealized losses on debt securities were attributable to changes in interest rates and not related to the credit quality of the issuers. All debt securities were determined to be investment grade and paying principal and interest according to the contractual terms of the security. At March 31, 2025, we do not intend to sell, and it is more likely than not that we will not be required to sell, the securities in an unrealized loss position before recovery of their amortized cost.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents net unrealized gains and losses, net of tax, on available-for-sale debt securities included in accumulated other comprehensive income (loss), for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
December 31, 2024 |
| (dollars in thousands) |
Gross Unrealized Gains |
|
Gross Unrealized Losses |
|
Net Unrealized Losses |
|
Gross Unrealized Gains |
|
Gross Unrealized Losses |
|
Net Unrealized Losses |
| Total unrealized gains (losses) on available-for-sale debt securities |
$ |
3,372 |
|
|
$ |
(57,769) |
|
|
$ |
(54,397) |
|
|
$ |
990 |
|
|
$ |
(72,729) |
|
|
$ |
(71,739) |
|
| Income tax (expense) benefit |
(725) |
|
|
12,426 |
|
|
11,701 |
|
|
(213) |
|
|
15,644 |
|
|
15,431 |
|
| Net Unrealized Gains (Losses), Net of Tax Included in Accumulated Other Comprehensive Income (Loss) |
$ |
2,647 |
|
|
$ |
(45,343) |
|
|
$ |
(42,696) |
|
|
$ |
777 |
|
|
$ |
(57,085) |
|
|
$ |
(56,308) |
|
|
The amortized cost and fair value of available-for-sale debt securities at March 31, 2025 by contractual maturity are included in the table below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
| (dollars in thousands) |
Amortized Cost |
|
Fair Value |
| Obligations of the U.S. Treasury, U.S. government corporations and agencies and obligations of states and political subdivisions |
|
|
|
| Due in one year or less |
$ |
30,317 |
|
|
$ |
30,191 |
|
| Due after one year through five years |
81,784 |
|
|
78,513 |
|
| Due after five years through ten years |
— |
|
|
— |
|
| Due after ten years |
— |
|
|
— |
|
| Available-for-Sale Debt Securities With Fixed Maturities |
112,101 |
|
|
108,704 |
|
| Debt Securities without a single maturity date |
|
|
|
| Collateralized mortgage obligations of U.S. government corporations and agencies |
686,862 |
|
|
648,818 |
|
| Residential mortgage-backed securities of U.S. government corporations and agencies |
39,156 |
|
|
33,143 |
|
| Commercial mortgage-backed securities of U.S. government corporations and agencies |
226,228 |
|
|
219,285 |
|
|
|
|
|
|
|
|
|
| Total Available-for-Sale Debt Securities |
$ |
1,064,347 |
|
|
$ |
1,009,950 |
|
Debt securities are pledged in order to meet various regulatory and legal requirements. Restricted pledged securities had a carrying value of $26.4 million at March 31, 2025 and $27.8 million at December 31, 2024. Unrestricted pledged securities had a carrying value of $184.9 million at March 31, 2025 and $195.6 million at December 31, 2024. Any sales or changes to the pledged status of restricted pledged securities requires approval of the beneficiary. Approval is not required in order to sell or make changes to the pledged status for unrestricted pledged securities.
NOTE 5. LOANS AND ALLOWANCE FOR CREDIT LOSSES
Loans and Loans Held for Sale
Loans are presented net of unearned income. Unearned income consisted of net deferred loan fees and costs of $4.2 million at March 31, 2025 and $4.3 million at December 31, 2024 and a discount related to purchase accounting fair value adjustments of $2.4 million at March 31, 2025 and $2.5 million at December 31, 2024.
The following table summarizes the composition of originated and acquired loans as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
| Commercial real estate |
$ |
2,776,065 |
|
|
$ |
2,708,531 |
|
| Commercial and industrial |
1,331,091 |
|
|
1,351,637 |
|
| Commercial construction |
367,869 |
|
|
341,266 |
|
| Business banking |
1,314,482 |
|
|
1,303,258 |
|
| Consumer real estate |
1,948,677 |
|
|
1,933,509 |
|
| Other consumer |
98,165 |
|
|
104,757 |
|
|
|
|
|
|
|
|
|
Total Loans(1) |
$ |
7,836,349 |
|
|
$ |
7,742,958 |
|
(1) Excludes interest receivable of $32.9 million at March 31, 2025 and $32.7 million at December 31, 2024. Interest receivable is included in other assets in the Consolidated Balance Sheets.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Modifications to Borrowers Experiencing Financial Difficulty
The following tables present the amortized cost of loans to borrowers experiencing financial difficulty by portfolio segment and type of modification during the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 |
| (dollars in thousands) |
Term Extension |
|
|
|
|
Term Extension and Payment Delays |
Total |
% of Portfolio Segment |
|
|
|
|
|
|
|
|
|
| Commercial and industrial |
$ |
— |
|
|
|
|
|
$ |
2,092 |
|
$ |
2,092 |
|
0.16 |
% |
| Commercial construction |
— |
|
|
|
|
|
1,006 |
|
1,006 |
|
0.27 |
% |
|
|
|
|
|
|
|
|
|
| Consumer real estate |
265 |
|
|
|
|
|
640 |
|
905 |
|
0.05 |
% |
|
|
|
|
|
|
|
|
|
Total |
$ |
265 |
|
|
|
|
|
$ |
3,738 |
|
$ |
4,003 |
|
0.05 |
% |
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2024 |
| (dollars in thousands) |
Term Extension |
|
|
|
|
Term Extension and Interest Rate Reduction |
Total |
% of Portfolio Segment |
| Commercial real estate |
$ |
833 |
|
|
|
|
|
$ |
— |
|
$ |
833 |
|
0.03 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
$ |
833 |
|
|
|
|
|
$ |
— |
|
$ |
833 |
|
0.01 |
% |
The following tables describe the effect of loan modifications made to borrowers experiencing financial difficulty during the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 |
|
Three Months Ended March 31, 2024 |
|
|
|
Weighted-Average Term Extension (in months) |
|
|
|
Weighted-Average Term Extension and Payment Delays (in months) |
|
|
Weighted-Average Term Extension (in Months) |
|
|
|
|
|
|
| Commercial real estate |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
6 |
|
|
|
|
|
|
|
| Commercial and industrial |
|
|
— |
|
|
|
|
|
|
13 |
|
|
|
— |
|
|
|
|
|
|
|
| Commercial construction |
|
|
— |
|
|
|
|
|
|
13 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consumer real estate |
|
|
122 |
|
|
|
|
|
|
15 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We closely monitor the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of the modification efforts.
The following tables present the aging analysis of modifications in the last 12 months to borrowers experiencing financial difficulty as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
| (dollars in thousands) |
Current |
|
30-59 Days Past Due |
|
60-89 Days Past Due |
|
90+ Days Past Due |
|
Total |
| Commercial real estate |
$ |
616 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
616 |
|
| Commercial and industrial |
16,536 |
|
|
— |
|
|
— |
|
|
3,778 |
|
|
20,314 |
|
| Commercial construction |
— |
|
|
1,006 |
|
|
— |
|
|
— |
|
|
1,006 |
|
|
|
|
|
|
|
|
|
|
|
| Consumer real estate |
1,128 |
|
|
224 |
|
|
40 |
|
|
— |
|
|
1,392 |
|
|
|
|
|
|
|
|
|
|
|
| Total |
$ |
18,280 |
|
|
$ |
1,230 |
|
|
$ |
40 |
|
|
$ |
3,778 |
|
|
$ |
23,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2024 |
| (dollars in thousands) |
Current |
|
30-59 Days Past Due |
|
60-89 Days Past Due |
|
90+ Days Past Due |
|
|
|
Total |
| Commercial real estate |
$ |
8,579 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
$ |
8,579 |
|
| Commercial and industrial |
— |
|
|
2,105 |
|
|
7,998 |
|
|
— |
|
|
|
|
10,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Business banking |
115 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
$ |
8,694 |
|
|
$ |
2,105 |
|
|
$ |
7,998 |
|
|
$ |
— |
|
|
|
|
$ |
18,797 |
|
A payment default is defined as a loan having a payment past due 90 days or more. There was one payment default in the amount of $3.8 million during the three months ended March 31, 2025 compared to none in the same period in 2024. The payment default during the three months ended March 31, 2025 was related to a term extension for a C&I relationship. Additionally, we had 10 commitments to lend an additional $0.5 million to borrowers experiencing financial difficulty that had a modification during the twelve months ended March 31, 2025 and three commitments to lend an additional $0.5 million to borrowers experiencing financial difficulty that had a modification during the same period in 2024.
The effect of modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses, or ACL, because of the measurement methodologies used to estimate the ACL, therefore, a change to the ACL is generally not recorded upon modification. If principal forgiveness is provided, that portion of the loan will be charged-off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL. An assessment of whether the borrower is experiencing financial difficulty is made on the date of a modification.
The following table is a summary of nonperforming assets as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming Assets |
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
| Nonperforming Assets |
|
|
|
|
|
| Nonaccrual Loans |
|
$ |
22,339 |
|
|
|
$ |
27,937 |
|
| OREO |
|
29 |
|
|
|
8 |
|
| Total Nonperforming Assets |
|
$ |
22,368 |
|
|
|
$ |
27,945 |
|
Allowance for Credit Losses
We maintain an ACL, at a level determined to be adequate to absorb estimated expected credit losses within the loan portfolio over the contractual life of an instrument that considers our historical loss experience, current conditions and forecasts of future economic conditions as of the balance sheet date. We develop and document a systematic ACL methodology based on the following portfolio segments: 1) CRE, 2) C&I, 3) Commercial Construction, 4) Business Banking, 5) Consumer Real Estate and 6) Other Consumer.
The following are key risks within each portfolio segment:
CRE—Loans secured by commercial purpose real estate, including both owner-occupied properties and investment properties for various purposes such as hotels, retail, multifamily and health care. Operations of the individual projects and global cash flows of the debtors are the primary sources of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type and the business prospects of the lessee, if the project is not owner-occupied.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
C&I—Loans made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. Cash flow from the operations of the company is the primary source of repayment for these loans. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. Collateral for these types of loans often does not have sufficient value in a distressed or liquidation scenario to satisfy the outstanding debt.
Commercial Construction—Loans made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While these loans are generally confined to the construction/development period, if there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer.
Business Banking—Commercial purpose loans made to small businesses that are standard, non-complex products evaluated through a streamlined credit approval process that has been designed to maximize efficiency while maintaining high credit quality standards that meet small business market customers’ needs. The business banking portfolio is monitored by utilizing a standard and closely managed process focusing on behavioral and performance criteria. The condition of the local economy is an important indicator of risk, but there are also more specific risks depending on the collateral type and business.
Consumer Real Estate—Loans secured by first and second liens such as 1-4 family residential mortgages, home equity loans and home equity lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the local housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.
Other Consumer—Loans made to individuals that may be secured by assets other than 1-4 family residences, as well as unsecured loans. This segment includes auto loans, unsecured loans and lines of credit. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the local economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.
Management monitors various credit quality indicators for the commercial, business banking and consumer loan portfolios, including changes in risk ratings, nonperforming status and delinquency on a monthly basis.
We monitor the commercial and business banking loan portfolio through an internal risk rating system. Loan risk ratings are assigned based upon the creditworthiness of the borrower and are reviewed on an ongoing basis according to our internal policies. Loans within the pass rating generally have a lower risk of loss than loans risk rated as special mention or substandard.
Our risk ratings are consistent with regulatory guidance and are as follows:
Pass—The loan is currently performing and is of high quality.
Special Mention—A special mention loan has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or in the strength of our credit position at some future date.
Substandard—A substandard loan is not adequately protected by the net worth and/or paying capacity of the borrower or by the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. These loans are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.
Doubtful—Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present loan balances by year of origination and internally assigned risk rating for our portfolio segments as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
Risk Rating by Year of Origination |
| (dollars in thousands) |
2025 |
2024 |
2023 |
2022 |
2021 |
2020 and Prior |
Revolving |
Revolving-Term |
Total |
|
|
|
|
|
|
|
|
|
|
| Commercial Real Estate |
|
|
|
|
|
|
|
|
|
| Pass |
$ |
146,775 |
|
$ |
270,301 |
|
$ |
290,555 |
|
$ |
349,795 |
|
$ |
410,355 |
|
$ |
1,190,080 |
|
$ |
44,262 |
|
$ |
— |
|
$ |
2,702,123 |
|
| Special mention |
— |
|
— |
|
2,000 |
|
350 |
|
1,827 |
|
44,064 |
|
254 |
|
— |
|
48,495 |
|
| Substandard |
— |
|
— |
|
3,967 |
|
979 |
|
— |
|
20,501 |
|
— |
|
— |
|
25,447 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Commercial Real Estate |
146,775 |
|
270,301 |
|
296,522 |
|
351,124 |
|
412,182 |
|
1,254,645 |
|
44,516 |
|
— |
|
2,776,065 |
|
| Year-to-date Gross Charge-offs |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Commercial and Industrial |
|
|
|
|
|
|
|
|
|
| Pass |
27,389 |
|
122,961 |
|
132,157 |
|
192,211 |
|
125,781 |
|
188,982 |
|
454,870 |
|
— |
|
1,244,351 |
|
| Special mention |
— |
|
— |
|
2,077 |
|
691 |
|
12 |
|
14,558 |
|
7,696 |
|
— |
|
25,034 |
|
| Substandard |
— |
|
547 |
|
1,874 |
|
— |
|
19,951 |
|
6,341 |
|
32,993 |
|
— |
|
61,706 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Commercial and Industrial |
27,389 |
|
123,508 |
|
136,108 |
|
192,902 |
|
145,744 |
|
209,881 |
|
495,559 |
|
— |
|
1,331,091 |
|
| Year-to-date Gross Charge-offs |
— |
|
— |
|
— |
|
172 |
|
— |
|
— |
|
— |
|
— |
|
172 |
|
|
|
|
|
|
|
|
|
|
|
| Commercial Construction |
|
|
|
|
|
|
|
|
|
| Pass |
36,944 |
|
131,040 |
|
104,310 |
|
56,662 |
|
13,054 |
|
2,111 |
|
6,910 |
|
— |
|
351,031 |
|
| Special mention |
— |
|
869 |
|
— |
|
14,963 |
|
— |
|
— |
|
— |
|
— |
|
15,832 |
|
| Substandard |
— |
|
— |
|
— |
|
1,006 |
|
— |
|
— |
|
— |
|
— |
|
1,006 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Commercial Construction |
36,944 |
|
131,909 |
|
104,310 |
|
72,631 |
|
13,054 |
|
2,111 |
|
6,910 |
|
— |
|
367,869 |
|
| Year-to-date Gross Charge-offs |
— |
|
— |
|
— |
|
30 |
|
— |
|
— |
|
— |
|
— |
|
30 |
|
|
|
|
|
|
|
|
|
|
|
| Business Banking |
|
|
|
|
|
|
|
|
|
| Pass |
46,684 |
|
146,837 |
|
222,869 |
|
219,286 |
|
168,159 |
|
391,390 |
|
95,632 |
|
354 |
|
1,291,211 |
|
| Special mention |
— |
|
390 |
|
76 |
|
99 |
|
886 |
|
4,657 |
|
34 |
|
264 |
|
6,406 |
|
| Substandard |
— |
|
20 |
|
2,307 |
|
1,534 |
|
3,581 |
|
8,774 |
|
209 |
|
440 |
|
16,865 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Business Banking |
46,684 |
|
147,247 |
|
225,252 |
|
220,919 |
|
172,626 |
|
404,821 |
|
95,875 |
|
1,058 |
|
1,314,482 |
|
| Year-to-date Gross Charge-offs |
— |
|
— |
|
106 |
|
— |
|
34 |
|
3 |
|
— |
|
— |
|
143 |
|
|
|
|
|
|
|
|
|
|
|
| Consumer Real Estate |
|
|
|
|
|
|
|
|
|
| Pass |
38,600 |
|
221,466 |
|
318,280 |
|
321,289 |
|
129,619 |
|
309,314 |
|
572,232 |
|
26,317 |
|
1,937,117 |
|
| Special mention |
— |
|
— |
|
— |
|
— |
|
— |
|
94 |
|
— |
|
— |
|
94 |
|
| Substandard |
— |
|
— |
|
1,199 |
|
241 |
|
191 |
|
5,395 |
|
1,762 |
|
2,678 |
|
11,466 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Consumer Real Estate |
38,600 |
|
221,466 |
|
319,479 |
|
321,530 |
|
129,810 |
|
314,803 |
|
573,994 |
|
28,995 |
|
1,948,677 |
|
| Year-to-date Gross Charge-offs |
— |
|
— |
|
38 |
|
— |
|
— |
|
5 |
|
23 |
|
96 |
|
162 |
|
|
|
|
|
|
|
|
|
|
|
| Other Consumer |
|
|
|
|
|
|
|
|
|
| Pass |
2,498 |
|
7,083 |
|
5,941 |
|
6,322 |
|
2,578 |
|
1,776 |
|
65,189 |
|
6,578 |
|
97,965 |
|
| Special mention |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
| Substandard |
— |
|
— |
|
— |
|
— |
|
20 |
|
154 |
|
— |
|
26 |
|
200 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Other Consumer |
2,498 |
|
7,083 |
|
5,941 |
|
6,322 |
|
2,598 |
|
1,930 |
|
65,189 |
|
6,604 |
|
98,165 |
|
| Year-to-date Gross Charge-offs |
198 |
|
— |
|
16 |
|
29 |
|
7 |
|
4 |
|
— |
|
123 |
|
377 |
|
|
|
|
|
|
|
|
|
|
|
| Pass |
298,890 |
|
899,688 |
|
1,074,112 |
|
1,145,565 |
|
849,546 |
|
2,083,653 |
|
1,239,095 |
|
33,249 |
|
7,623,798 |
|
| Special mention |
— |
|
1,259 |
|
4,153 |
|
16,103 |
|
2,725 |
|
63,373 |
|
7,984 |
|
264 |
|
95,861 |
|
| Substandard |
— |
|
567 |
|
9,347 |
|
3,760 |
|
23,743 |
|
41,165 |
|
34,964 |
|
3,144 |
|
116,690 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Loan Balance |
$ |
298,890 |
|
$ |
901,514 |
|
$ |
1,087,612 |
|
$ |
1,165,428 |
|
$ |
876,014 |
|
$ |
2,188,191 |
|
$ |
1,282,043 |
|
$ |
36,657 |
|
$ |
7,836,349 |
|
|
|
|
|
|
|
|
|
|
|
| Year-to-date Gross Charge-offs |
$ |
198 |
|
$ |
— |
|
$ |
160 |
|
$ |
231 |
|
$ |
41 |
|
$ |
12 |
|
$ |
23 |
|
$ |
219 |
|
$ |
884 |
|
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
Risk Rating by Year of Origination |
| (dollars in thousands) |
2024 |
2023 |
2022 |
2021 |
2020 |
2019 and Prior |
Revolving |
Revolving-Term |
Total |
|
|
|
|
|
|
|
|
|
|
| Commercial Real Estate |
|
|
|
|
|
|
|
|
|
| Pass |
$ |
278,187 |
|
$ |
287,081 |
|
$ |
362,174 |
|
$ |
413,781 |
|
$ |
213,384 |
|
$ |
1,040,703 |
|
$ |
35,737 |
|
$ |
— |
|
$ |
2,631,047 |
|
| Special mention |
— |
|
2,000 |
|
370 |
|
1,840 |
|
— |
|
46,104 |
|
254 |
|
— |
|
50,568 |
|
| Substandard |
— |
|
— |
|
985 |
|
— |
|
1,834 |
|
23,683 |
|
— |
|
— |
|
26,502 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
414 |
|
— |
|
— |
|
— |
|
414 |
|
| Total Commercial Real Estate |
278,187 |
|
289,081 |
|
363,529 |
|
415,621 |
|
215,632 |
|
1,110,490 |
|
35,991 |
|
— |
|
2,708,531 |
|
| Year-to-date Gross Charge-offs |
— |
|
— |
|
— |
|
— |
|
— |
|
5,205 |
|
— |
|
— |
|
5,205 |
|
|
|
|
|
|
|
|
|
|
|
| Commercial and Industrial |
|
|
|
|
|
|
|
|
|
| Pass |
119,580 |
|
147,007 |
|
194,363 |
|
131,877 |
|
30,093 |
|
175,359 |
|
466,640 |
|
— |
|
1,264,919 |
|
| Special mention |
— |
|
20 |
|
1,221 |
|
142 |
|
10 |
|
14,896 |
|
11,033 |
|
— |
|
27,322 |
|
| Substandard |
563 |
|
1,073 |
|
172 |
|
20,586 |
|
740 |
|
7,171 |
|
25,355 |
|
— |
|
55,660 |
|
| Doubtful |
— |
|
— |
|
— |
|
366 |
|
469 |
|
— |
|
2,901 |
|
— |
|
3,736 |
|
| Total Commercial and Industrial |
120,143 |
|
148,100 |
|
195,756 |
|
152,971 |
|
31,312 |
|
197,426 |
|
505,929 |
|
— |
|
1,351,637 |
|
| Year-to-date Gross Charge-offs |
— |
|
78 |
|
— |
|
1,235 |
|
— |
|
91 |
|
1,032 |
|
— |
|
2,436 |
|
|
|
|
|
|
|
|
|
|
|
| Commercial Construction |
|
|
|
|
|
|
|
|
|
| Pass |
119,355 |
|
121,816 |
|
57,853 |
|
14,911 |
|
884 |
|
2,139 |
|
8,310 |
|
— |
|
325,268 |
|
| Special mention |
— |
|
— |
|
15,998 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
15,998 |
|
| Substandard |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Commercial Construction |
119,355 |
|
121,816 |
|
73,851 |
|
14,911 |
|
884 |
|
2,139 |
|
8,310 |
|
— |
|
341,266 |
|
| Year-to-date Gross Charge-offs |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
| Business Banking |
|
|
|
|
|
|
|
|
|
| Pass |
149,603 |
|
230,784 |
|
225,318 |
|
173,763 |
|
76,087 |
|
332,707 |
|
92,756 |
|
597 |
|
1,281,615 |
|
| Special mention |
— |
|
— |
|
49 |
|
130 |
|
147 |
|
4,302 |
|
35 |
|
268 |
|
4,931 |
|
| Substandard |
21 |
|
2,257 |
|
1,287 |
|
3,790 |
|
409 |
|
8,318 |
|
190 |
|
440 |
|
16,712 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Business Banking |
149,624 |
|
233,041 |
|
226,654 |
|
177,683 |
|
76,643 |
|
345,327 |
|
92,981 |
|
1,305 |
|
1,303,258 |
|
| Year-to-date Gross Charge-offs |
— |
|
79 |
|
124 |
|
— |
|
56 |
|
1,486 |
|
— |
|
— |
|
1,745 |
|
|
|
|
|
|
|
|
|
|
|
| Consumer Real Estate |
|
|
|
|
|
|
|
|
|
| Pass |
217,250 |
|
334,532 |
|
324,346 |
|
133,155 |
|
95,301 |
|
223,799 |
|
569,386 |
|
24,940 |
|
1,922,709 |
|
| Special mention |
— |
|
— |
|
— |
|
— |
|
— |
|
99 |
|
— |
|
— |
|
99 |
|
| Substandard |
— |
|
1,231 |
|
43 |
|
192 |
|
203 |
|
5,564 |
|
1,172 |
|
2,296 |
|
10,701 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Consumer Real Estate |
217,250 |
|
335,763 |
|
324,389 |
|
133,347 |
|
95,504 |
|
229,462 |
|
570,558 |
|
27,236 |
|
1,933,509 |
|
| Year-to-date Gross Charge-offs |
— |
|
— |
|
— |
|
— |
|
9 |
|
37 |
|
86 |
|
1,216 |
|
1,348 |
|
|
|
|
|
|
|
|
|
|
|
| Other Consumer |
|
|
|
|
|
|
|
|
|
| Pass |
8,456 |
|
6,849 |
|
7,349 |
|
3,228 |
|
1,758 |
|
468 |
|
71,039 |
|
5,425 |
|
104,572 |
|
| Special mention |
— |
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
| Substandard |
— |
|
— |
|
— |
|
21 |
|
10 |
|
150 |
|
— |
|
4 |
|
185 |
|
| Doubtful |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
| Total Other Consumer |
8,456 |
|
6,849 |
|
7,349 |
|
3,249 |
|
1,768 |
|
618 |
|
71,039 |
|
5,429 |
|
104,757 |
|
| Year-to-date Gross Charge-offs |
839 |
|
34 |
|
164 |
|
103 |
|
26 |
|
18 |
|
— |
|
270 |
|
1,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pass |
892,431 |
|
1,128,069 |
|
1,171,403 |
|
870,715 |
|
417,507 |
|
1,775,175 |
|
1,243,868 |
|
30,962 |
|
7,530,130 |
|
| Special mention |
— |
|
2,020 |
|
17,638 |
|
2,112 |
|
157 |
|
65,401 |
|
11,322 |
|
268 |
|
98,918 |
|
| Substandard |
584 |
|
4,561 |
|
2,487 |
|
24,589 |
|
3,196 |
|
44,886 |
|
26,717 |
|
2,740 |
|
109,760 |
|
| Doubtful |
— |
|
— |
|
— |
|
366 |
|
883 |
|
— |
|
2,901 |
|
— |
|
4,150 |
|
| Total Loan Balance |
$ |
893,015 |
|
$ |
1,134,650 |
|
$ |
1,191,528 |
|
$ |
897,782 |
|
$ |
421,743 |
|
$ |
1,885,462 |
|
$ |
1,284,808 |
|
$ |
33,970 |
|
$ |
7,742,958 |
|
|
|
|
|
|
|
|
|
|
|
| Year-to-date Gross Charge-offs |
$ |
839 |
|
$ |
191 |
|
$ |
288 |
|
$ |
1,338 |
|
$ |
91 |
|
$ |
6,837 |
|
$ |
1,118 |
|
$ |
1,486 |
|
$ |
12,188 |
|
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the age analysis of past due loans segregated by class of loans as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
| (dollars in thousands) |
Current |
|
30-59 Days Past Due |
|
60-89 Days Past Due |
|
|
|
|
|
Nonaccrual |
|
Total Past Due Loans |
|
Total Loans |
| Commercial real estate |
$ |
2,762,834 |
|
|
$ |
10,967 |
|
|
$ |
— |
|
|
|
|
|
|
$ |
2,264 |
|
|
$ |
13,231 |
|
|
$ |
2,776,065 |
|
| Commercial and industrial |
1,325,706 |
|
|
— |
|
|
— |
|
|
|
|
|
|
5,385 |
|
|
5,385 |
|
|
1,331,091 |
|
| Commercial construction |
365,994 |
|
|
869 |
|
|
— |
|
|
|
|
|
|
1,006 |
|
|
1,875 |
|
|
367,869 |
|
| Business banking |
1,308,969 |
|
|
1,596 |
|
|
745 |
|
|
|
|
|
|
3,172 |
|
|
5,513 |
|
|
1,314,482 |
|
| Consumer real estate |
1,931,861 |
|
|
5,681 |
|
|
841 |
|
|
|
|
|
|
10,294 |
|
|
16,816 |
|
|
1,948,677 |
|
| Other consumer |
96,749 |
|
|
912 |
|
|
286 |
|
|
|
|
|
|
218 |
|
|
1,416 |
|
|
98,165 |
|
| Total |
$ |
7,792,113 |
|
|
$ |
20,025 |
|
|
$ |
1,872 |
|
|
|
|
|
|
$ |
22,339 |
|
|
$ |
44,236 |
|
|
$ |
7,836,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
| (dollars in thousands) |
Current |
|
30-59 Days Past Due |
|
60-89 Days Past Due |
|
|
|
Nonaccrual |
|
Total Past Due Loans |
|
Total Loans |
|
|
| Commercial real estate |
$ |
2,705,303 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
$ |
3,228 |
|
|
$ |
3,228 |
|
|
$ |
2,708,531 |
|
|
|
| Commercial and industrial |
1,338,053 |
|
|
415 |
|
|
1,996 |
|
|
|
|
11,173 |
|
|
13,584 |
|
|
1,351,637 |
|
|
|
| Commercial construction |
340,230 |
|
|
— |
|
|
1,036 |
|
|
|
|
— |
|
|
1,036 |
|
|
341,266 |
|
|
|
| Business banking |
1,297,651 |
|
|
2,336 |
|
|
283 |
|
|
|
|
2,988 |
|
|
5,607 |
|
|
1,303,258 |
|
|
|
| Consumer real estate |
1,918,150 |
|
|
2,464 |
|
|
2,577 |
|
|
|
|
10,318 |
|
|
15,359 |
|
|
1,933,509 |
|
|
|
| Other consumer |
104,156 |
|
|
216 |
|
|
155 |
|
|
|
|
230 |
|
|
601 |
|
|
104,757 |
|
|
|
| Total |
$ |
7,703,543 |
|
|
$ |
5,431 |
|
|
$ |
6,047 |
|
|
|
|
$ |
27,937 |
|
|
$ |
39,415 |
|
|
$ |
7,742,958 |
|
|
|
The following tables present loans on nonaccrual status by class of loan for the year-to-date periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
|
| (dollars in thousands) |
Beginning of Period Nonaccrual |
|
End of Period Nonaccrual |
|
Nonaccrual With No Related Allowance |
|
|
|
|
|
Interest Income
Recognized
on Nonaccrual(1)
|
|
|
| Commercial real estate |
$ |
3,228 |
|
|
$ |
2,264 |
|
|
$ |
2,004 |
|
|
|
|
|
|
$ |
47 |
|
|
|
| Commercial and industrial |
11,173 |
|
|
5,385 |
|
|
4,447 |
|
|
|
|
|
|
43 |
|
|
|
| Commercial construction |
— |
|
|
1,006 |
|
|
1,006 |
|
|
|
|
|
|
25 |
|
|
|
| Business banking |
2,988 |
|
|
3,172 |
|
|
— |
|
|
|
|
|
|
17 |
|
|
|
| Consumer real estate |
10,318 |
|
|
10,294 |
|
|
— |
|
|
|
|
|
|
149 |
|
|
|
| Other consumer |
230 |
|
|
218 |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
| Total |
$ |
27,937 |
|
|
$ |
22,339 |
|
|
$ |
7,457 |
|
|
|
|
|
|
$ |
281 |
|
|
|
(1) Represents only cash payments received and applied to interest on nonaccrual loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
| (dollars in thousands) |
Beginning of Period Nonaccrual |
|
End of Period Nonaccrual |
|
Nonaccrual With No Related Allowance |
|
|
|
Interest Income
Recognized
on Nonaccrual(1)
|
| Commercial real estate |
$ |
6,320 |
|
|
$ |
3,228 |
|
|
$ |
984 |
|
|
|
|
$ |
116 |
|
| Commercial and industrial |
878 |
|
|
11,173 |
|
|
311 |
|
|
|
|
85 |
|
| Commercial construction |
4,960 |
|
|
— |
|
|
— |
|
|
|
|
700 |
|
| Business banking |
4,147 |
|
|
2,988 |
|
|
— |
|
|
|
|
93 |
|
| Consumer real estate |
6,312 |
|
|
10,318 |
|
|
— |
|
|
|
|
392 |
|
| Other consumer |
330 |
|
|
230 |
|
|
— |
|
|
|
|
3 |
|
| Total |
$ |
22,947 |
|
|
$ |
27,937 |
|
|
$ |
1,295 |
|
|
|
|
$ |
1,389 |
|
(1) Represents only cash payments received and applied to interest on nonaccrual loans.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present collateral-dependent loans as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
Type of Collateral |
| (dollars in thousands) |
Real Estate |
|
Business Assets |
|
|
|
| Commercial real estate |
$ |
2,004 |
|
$ |
— |
|
|
|
| Commercial and industrial |
— |
|
4,447 |
|
|
|
| Commercial construction |
1,006 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
$ |
3,010 |
|
$ |
4,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
Type of Collateral |
| (dollars in thousands) |
Real Estate |
|
Business Assets |
|
|
|
| Commercial real estate |
$ |
2,028 |
|
$ |
— |
|
|
|
| Commercial and industrial |
— |
|
9,937 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
$ |
2,028 |
|
$ |
9,937 |
|
|
|
The following tables present activity in the ACL for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 |
| (dollars in thousands) |
Commercial Real Estate |
|
Commercial and Industrial |
|
Commercial Construction |
|
Business Banking |
|
Consumer Real Estate |
|
Other Consumer |
|
Total Loans |
| Allowance for credit losses on loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at beginning of period |
$ |
30,254 |
|
|
$ |
37,084 |
|
|
$ |
4,893 |
|
|
$ |
10,681 |
|
|
$ |
15,776 |
|
|
$ |
2,806 |
|
|
$ |
101,494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses on loans(1) |
(493) |
|
|
(3,643) |
|
|
1,017 |
|
|
650 |
|
|
160 |
|
|
(202) |
|
|
(2,511) |
|
| Charge-offs |
— |
|
|
(172) |
|
|
(30) |
|
|
(143) |
|
|
(162) |
|
|
(377) |
|
|
(884) |
|
| Recoveries |
134 |
|
|
145 |
|
|
— |
|
|
25 |
|
|
133 |
|
|
474 |
|
|
911 |
|
| Net Recoveries (Charge-offs) |
134 |
|
|
(27) |
|
|
(30) |
|
|
(118) |
|
|
(29) |
|
|
97 |
|
|
27 |
|
| Balance at End of Period |
$ |
29,895 |
|
|
$ |
33,414 |
|
|
$ |
5,880 |
|
|
$ |
11,213 |
|
|
$ |
15,907 |
|
|
$ |
2,701 |
|
|
$ |
99,010 |
|
(1) Excludes the provision for credits losses for unfunded commitments. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2024 |
| (dollars in thousands) |
Commercial Real Estate |
|
Commercial and Industrial |
|
Commercial Construction |
|
Business Banking |
|
Consumer Real Estate |
|
Other Consumer |
|
Total Loans |
| Allowance for credit losses on loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at beginning of period |
$ |
37,886 |
|
|
$ |
34,538 |
|
|
$ |
5,382 |
|
|
$ |
12,858 |
|
|
$ |
14,663 |
|
|
$ |
2,639 |
|
|
$ |
107,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses on loans(1) |
2,838 |
|
|
680 |
|
|
(233) |
|
|
(995) |
|
|
859 |
|
|
276 |
|
|
3,425 |
|
| Charge-offs |
(5,205) |
|
|
(1,128) |
|
|
— |
|
|
(98) |
|
|
(139) |
|
|
(369) |
|
|
(6,939) |
|
| Recoveries |
93 |
|
|
117 |
|
|
— |
|
|
33 |
|
|
27 |
|
|
80 |
|
|
350 |
|
| Net Charge-offs |
(5,112) |
|
|
(1,011) |
|
|
— |
|
|
(65) |
|
|
(112) |
|
|
(289) |
|
|
(6,589) |
|
| Balance at End of Period |
$ |
35,612 |
|
|
$ |
34,207 |
|
|
$ |
5,149 |
|
|
$ |
11,798 |
|
|
$ |
15,410 |
|
|
$ |
2,626 |
|
|
$ |
104,802 |
|
(1) Excludes the provision for credits losses for unfunded commitments. |
|
|
|
|
|
|
|
|
|
|
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Derivatives Designated as Hedging Instruments
The following table indicates the amounts representing the value of derivative assets and derivative liabilities as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Assets (Included in Other Assets) |
|
Derivative Liabilities (Included in Other Liabilities) |
|
March 31, 2025 |
|
December 31, 2024 |
|
March 31, 2025 |
|
December 31, 2024 |
| (dollars in thousands) |
Notional Amount |
Fair Value |
|
Notional Amount |
Fair Value |
|
Notional Amount |
Fair Value |
|
Notional Amount |
Fair Value |
| Derivatives Designated as Hedging Instruments |
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts - cash flow hedges |
$ |
— |
|
$ |
— |
|
|
$ |
— |
|
$ |
— |
|
|
$ |
450,000 |
|
$ |
6,473 |
|
|
$ |
500,000 |
|
$ |
9,589 |
|
| Total Derivatives Designated as Hedging Instruments |
— |
|
— |
|
|
— |
|
— |
|
|
450,000 |
|
6,473 |
|
|
500,000 |
|
9,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives Not Designated as Hedging Instruments |
|
|
|
|
|
|
|
|
|
|
|
| Interest rate swap contracts - commercial loans |
830,871 |
|
48,493 |
|
|
850,104 |
|
60,890 |
|
|
830,871 |
|
48,865 |
|
|
850,104 |
|
61,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Derivatives Not Designated as Hedging Instruments |
830,871 |
|
48,493 |
|
|
850,104 |
|
60,890 |
|
|
830,871 |
|
48,865 |
|
|
850,104 |
|
61,271 |
|
| Total Derivatives |
$ |
830,871 |
|
$ |
48,493 |
|
|
$ |
850,104 |
|
$ |
60,890 |
|
|
$ |
1,280,871 |
|
$ |
55,338 |
|
|
$ |
1,350,104 |
|
$ |
70,860 |
|
|
The following table indicates the gross amounts of interest rate swap derivative assets and derivative liabilities, the amounts offset and the carrying values in the Consolidated Balance Sheets at the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative Assets (Included in Other Assets) |
|
Derivative Liabilities (Included in Other Liabilities) |
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
March 31, 2025 |
|
December 31, 2024 |
| Gross amounts recognized |
$ |
48,493 |
|
|
$ |
60,890 |
|
|
$ |
55,338 |
|
|
$ |
70,860 |
|
| Gross amounts offset |
— |
|
|
— |
|
|
— |
|
|
— |
|
| Net amounts presented in the Consolidated Balance Sheets |
48,493 |
|
|
60,890 |
|
|
55,338 |
|
|
70,860 |
|
Netting adjustments(1) |
(6,429) |
|
|
(8,317) |
|
|
(6,429) |
|
|
(8,317) |
|
Cash collateral(2) |
(42,064) |
|
|
(52,516) |
|
|
(595) |
|
|
(2,034) |
|
| Net Amount |
$ |
— |
|
|
$ |
57 |
|
|
$ |
48,314 |
|
|
$ |
60,509 |
|
(1) Netting adjustments represent the amounts recorded to convert derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. |
(2) Cash collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The application of the cash collateral cannot reduce the net derivative position below zero. Therefore, excess cash collateral, if any, is not reflected above. |
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the effect, net of tax, of the cash flow hedges on Other Comprehensive Income (Loss), or OCI, and on the Condensed Consolidated Statements of Comprehensive Income for the periods presented: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income |
|
Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Interest Income |
| (dollars in thousands) |
Three months ended March 31, 2025 |
|
Three months ended March 31, 2024 |
|
Three months ended March 31, 2025 |
|
Three months ended March 31, 2024 |
| Derivatives in Cash Flow Hedging Relationships: |
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap contracts - cash flow hedges |
|
$ |
2,446 |
|
|
|
$ |
(2,838) |
|
|
|
$ |
(1,692) |
|
|
|
$ |
(2,738) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
2,446 |
|
|
|
$ |
(2,838) |
|
|
|
$ |
(1,692) |
|
|
|
$ |
(2,738) |
|
Amounts reported in OCI related to derivatives that are designated as hedging instruments are reclassified to interest income as interest payments are received on variable rate assets. During the next twelve months, we estimate that an additional $5.1 million will be reclassified as a decrease to interest income. Our current interest rate swap agreements have three to five year terms with maturity dates extending into 2027.
The following table indicates the gain (loss) recognized in income on derivatives not designated as hedging instruments for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
| (dollars in thousands) |
|
|
|
|
2025 |
|
2024 |
|
|
| Derivatives not Designated as Hedging Instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate swap contracts—commercial loans |
|
|
|
|
|
|
|
$ |
48 |
|
|
|
$ |
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Derivatives Gain |
|
|
|
|
|
|
|
$ |
48 |
|
|
|
$ |
34 |
|
|
|
|
NOTE 7. TAX CREDIT EQUITY INVESTMENTS
As part of our responsibilities under the Community Reinvestment Act and due to their favorable federal income tax benefits, we invest in low-income-housing tax credit, or LIHTC, and historic tax credit, or HTC, partnerships. As a limited partner in these operating partnerships, we receive tax credits and tax deductions for losses incurred by the underlying properties. No impairment losses were recognized for the three months ended March 31, 2025 and March 31, 2024.
The following table presents the balances included in the Consolidated Balance Sheets as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
|
Tax credit equity investment(1) |
|
$ |
39,346 |
|
|
|
$ |
40,577 |
|
|
|
|
Unfunded commitments(2) |
|
4,893 |
|
|
|
5,887 |
|
|
|
|
(1) Included in other assets in the Consolidated Balance Sheets |
|
|
|
(2) Included in other liabilities in the Consolidated Balance Sheets |
|
|
|
The following table summarizes the amortization expense and tax credits included in income tax expense in the Condensed Consolidated Statements of Comprehensive Income for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
(dollars in thousands) |
2025 |
|
2024 |
|
|
| Amortization |
|
$ |
1,231 |
|
|
|
$ |
768 |
|
|
|
|
| Tax credits and other tax benefits recognized |
|
1,388 |
|
|
|
906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 8. COMMITMENTS AND CONTINGENCIES
Commitments
In the normal course of business, we offer off-balance sheet credit arrangements to enable our customers to meet their financing objectives. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated financial statements. Our exposure to credit loss, in the event the customer does not satisfy the terms of the agreement, equals the contractual amount of the obligation less the value of any collateral. We apply the same credit policies in making commitments and standby letters of credit that are used for the underwriting of loans to customers. Commitments generally have fixed expiration dates, annual renewals or other termination clauses and may require payment of a fee.
S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
The following table sets forth our commitments and letters of credit as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
| Commitments to extend credit |
|
$ |
2,398,243 |
|
|
|
$ |
2,382,847 |
|
| Standby letters of credit |
|
66,387 |
|
|
|
69,558 |
|
| Total |
|
$ |
2,464,630 |
|
|
|
$ |
2,452,405 |
|
Litigation
In the normal course of business, we are subject to various legal and administrative proceedings and claims. While any type of litigation contains a level of uncertainty, we believe that the outcome of such proceedings or claims pending will not have a material adverse effect on our consolidated financial position or results of operations.
NOTE 9. OTHER COMPREHENSIVE INCOME (LOSS)
The following table presents the change in components of other comprehensive income (loss) for the periods presented, net of tax effects.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 |
|
Three Months Ended March 31, 2024 |
| (dollars in thousands) |
Pre-Tax Amount |
|
Tax Expense |
|
Net of Tax Amount |
|
Pre-Tax Amount |
|
Tax Benefit (Expense) |
|
Net of Tax Amount |
| Change in net unrealized gains (losses) on available-for-sale debt securities |
|
$ |
15,047 |
|
|
|
$ |
(3,237) |
|
|
|
$ |
11,810 |
|
|
|
$ |
(5,783) |
|
|
|
$ |
1,455 |
|
|
|
$ |
(4,328) |
|
Net available-for-sale securities losses reclassified into earnings |
|
2,295 |
|
|
|
(493) |
|
|
|
1,802 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Change in interest rate swap |
|
3,117 |
|
|
|
(671) |
|
|
|
2,446 |
|
|
|
(3,665) |
|
|
|
827 |
|
|
|
(2,838) |
|
| Adjustment to funded status of employee benefit plans |
|
381 |
|
|
|
(82) |
|
|
|
299 |
|
|
|
410 |
|
|
|
(40) |
|
|
|
370 |
|
| Other Comprehensive Income (Loss) |
|
$ |
20,840 |
|
|
|
$ |
(4,483) |
|
|
|
$ |
16,357 |
|
|
|
$ |
(9,038) |
|
|
|
$ |
2,242 |
|
|
|
$ |
(6,796) |
|
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, represents an overview of our consolidated results of operations and financial condition and highlights material changes in our financial condition and results of operations for the three months ended March 31, 2025 and 2024. Our MD&A should be read in conjunction with our Consolidated Financial Statements and Notes. The results of operations reported in the accompanying Consolidated Financial Statements are not necessarily indicative of results to be expected in future periods.
Important Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains or incorporates statements that we believe are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to our financial condition, results of operations, plans, objectives, outlook for earnings, revenues, expenses, capital and liquidity levels and ratios, asset levels, asset quality, financial position and other matters regarding or affecting S&T and its future business and operations. Forward-looking statements are typically identified by words or phrases such as “will likely result,” “expect,” “anticipate,” “estimate,” “forecast,” “project,” “intend,” “believe,” “assume,” “strategy,” “trend,” “plan,” “outlook,” “outcome,” “continue,” “remain,” “potential,” “opportunity,” “comfortable,” “current,” “position,” “maintain,” “sustain,” “seek,” “achieve” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The matters discussed in these forward-looking statements are subject to various risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors including, but not limited to: credit losses and the credit risk of our commercial and consumer loan products; changes in the level of charge-offs and changes in estimates of the adequacy of the allowance for credit losses, or ACL; cybersecurity concerns; rapid technological developments and changes; operational risks or risk management failures by us or critical third parties, including fraud risk; our ability to manage our reputational risks; sensitivity to the interest rate environment, a rapid increase in interest rates or a change in the shape of the yield curve; a change in spreads on interest-earning assets and interest-bearing liabilities; regulatory supervision and oversight, including changes in regulatory capital requirements and our ability to address those requirements; unanticipated changes in our liquidity position; unanticipated changes in regulatory and governmental policies impacting interest rates and financial markets; changes in accounting policies, practices or guidance; legislation affecting the financial services industry as a whole, and S&T, in particular; developments affecting the industry and the soundness of financial institutions and further disruption to the economy and U.S. banking system; the outcome of pending and future litigation and governmental proceedings; increasing price and product/service competition; the ability to continue to introduce competitive new products and services on a timely, cost-effective basis; managing our internal growth and acquisitions; the possibility that the anticipated benefits from acquisitions cannot be fully realized in a timely manner or at all, or that integrating the acquired operations will be more difficult, disruptive or costly than anticipated; containing costs and expenses; reliance on significant customer relationships; an interruption or cessation of an important service by a third-party provider; our ability to attract and retain talented executives and other employees; general economic or business conditions, including the strength of regional economic conditions in our market area; ESG practices and disclosures, including climate change, hiring practices, the diversity of the work force and racial and social justice issues; deterioration of the housing market and reduced demand for mortgages; deterioration in the overall macroeconomic conditions or the state of the banking industry that could warrant further analysis of the carrying value of goodwill and could result in an adjustment to its carrying value resulting in a non-cash charge to net income; the stability of our core deposit base and access to contingency funding; re-emergence of turbulence in significant portions of the global financial and real estate markets that could impact our performance, both directly, by affecting our revenues and the value of our assets and liabilities, and indirectly, by affecting the economy generally and access to capital in the amounts, at the times and on the terms required to support our future businesses and geopolitical tensions and conflicts between nations.
Many of these factors, as well as other factors, are described elsewhere in this report, and under Part I, Item 1A - “Risk Factors” of our 2024 Form 10-K, and any of our subsequent filings with the SEC. Forward-looking statements are based on beliefs and assumptions using information available at the time the statements are made. We caution you not to unduly rely on forward-looking statements because the assumptions, beliefs, expectations and projections about future events may, and often do, differ materially from actual results. Any forward-looking statement speaks only as to the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Critical Accounting Policies and Estimates
We view critical accounting policies to be those which are highly dependent on subjective or complex estimates, assumptions and judgments and where changes in those estimates and assumptions could have a significant impact on the Consolidated Financial Statements. Further, we view critical accounting estimates as those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Our critical accounting policies and estimates as of March 31, 2025 remained unchanged from the disclosures presented in our 2024 Form 10-K under Part II, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Explanation of Use of Non-GAAP Financial Measures
In addition to traditional financial measures presented in accordance with GAAP, our management uses, and this report contains or references, certain non-GAAP financial measures discussed below. We believe these non-GAAP financial measures provide information useful to investors in understanding our underlying business, operational performance and performance trends as they facilitate comparisons with the performance of other companies in the financial services industry. Although we believe that these non-GAAP financial measures enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered alternatives to GAAP or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable with non-GAAP measures which may be presented by other companies.
The interest income on interest-earning assets, net interest income and net interest margin are presented on an FTE basis (non-GAAP). The FTE basis (non-GAAP) adjusts for the tax benefit of income on certain tax-exempt loans and securities and the dividend-received deduction for equity securities using the federal statutory tax rate of 21 percent for each period. We believe this to be the preferred industry measurement of net interest income that provides a relevant comparison between taxable and non-taxable sources of interest income.
The following table reconciles interest and dividend income and net interest income per the Condensed Consolidated Statements of Comprehensive Income to interest income, net interest income and net interest margin on an FTE basis (non-GAAP) for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
| (dollars in thousands) |
2025 |
|
2024 |
|
|
|
|
|
|
Total Interest and Dividend Income |
|
$ |
124,848 |
|
|
|
$ |
127,754 |
|
|
|
|
|
|
|
|
|
|
| Plus: taxable equivalent adjustment |
|
617 |
|
|
|
692 |
|
|
|
|
|
|
|
|
|
|
Interest and Dividend Income on an FTE Basis (Non-GAAP) |
|
$ |
125,465 |
|
|
|
$ |
128,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Interest and Dividend Income |
|
$ |
124,848 |
|
|
|
$ |
127,754 |
|
|
|
|
|
|
|
|
|
|
| Less: Interest expense |
|
(41,525) |
|
|
|
(44,277) |
|
|
|
|
|
|
|
|
|
|
Net Interest Income |
|
83,323 |
|
|
|
83,477 |
|
|
|
|
|
|
|
|
|
|
| Plus: taxable equivalent adjustment |
|
617 |
|
|
|
692 |
|
|
|
|
|
|
|
|
|
|
| Net Interest Income on an FTE Basis (Non-GAAP) |
|
$ |
83,940 |
|
|
|
$ |
84,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net interest margin |
|
3.78 |
% |
|
|
3.81 |
% |
|
|
|
|
|
|
|
|
|
| Plus: taxable equivalent adjustment |
|
0.03 |
% |
|
|
0.03 |
% |
|
|
|
|
|
|
|
|
|
| Net Interest Margin on an FTE Basis (Non-GAAP) |
|
3.81 |
% |
|
|
3.84 |
% |
|
|
|
|
|
|
|
|
|
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Return on average tangible shareholders' equity (non-GAAP) 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 Condensed Consolidated Statements of Comprehensive Income to net income before amortization of intangibles and average shareholder's equity to average tangible shareholders' equity for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
| (dollars in thousands) |
2025 |
|
2024 |
|
|
|
|
|
|
| Net income (annualized) |
|
$ |
135,460 |
|
|
|
$ |
125,643 |
|
|
|
|
|
|
|
|
|
| Plus: amortization of intangibles (annualized) net of tax |
|
772 |
|
|
|
944 |
|
|
|
|
|
|
|
|
|
| Net income before amortization of intangibles (annualized) |
|
$ |
136,232 |
|
|
|
$ |
126,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average shareholders' equity |
|
$ |
1,400,999 |
|
|
|
$ |
1,290,514 |
|
|
|
|
|
|
|
|
|
| Less: average goodwill and other intangible assets, net of deferred tax liability |
|
(375,741) |
|
|
|
(376,518) |
|
|
|
|
|
|
|
|
|
Average tangible shareholders' equity |
|
$ |
1,025,258 |
|
|
|
$ |
913,996 |
|
|
|
|
|
|
|
|
|
| Return on Average Tangible Shareholders' Equity (non-GAAP) |
|
13.29 |
% |
|
|
13.85 |
% |
|
|
|
|
|
|
|
|
Executive Overview
We are a bank holding company that is headquartered in Indiana, Pennsylvania with assets of $9.7 billion at March 31, 2025. We operate in Pennsylvania and Ohio providing a full range of financial services with retail and commercial banking products, cash management services, trust and brokerage services. Our common stock trades on the NASDAQ Global Select Market under the symbol “STBA.”
We earn revenue primarily from interest on loans and securities and fees charged for financial services provided to our customers. We incur expenses for the cost of deposits and other funding sources, provision for credit losses and other operating costs such as salaries and employee benefits, data processing, occupancy and tax expense.
Our purpose is building a better future together through people-forward banking. We believe that all banking should be personal. We cultivate relationships rooted in trust, strengthened by going above and beyond and renewed with every interaction. Our strategic priorities for 2025 and beyond will be focused on growing our deposit franchise, core profitability, asset quality and talent and engagement.
Earnings Summary
The following table presents a summary of key profitability metrics for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
| (dollars in thousands) |
2025 |
|
2024 |
|
|
|
|
|
|
| Net income |
|
$ |
33,401 |
|
|
|
$ |
31,239 |
|
|
|
|
|
|
|
|
|
|
| Earnings per share - diluted |
|
$ |
0.87 |
|
|
|
$ |
0.81 |
|
|
|
|
|
|
|
|
|
|
| Return on average assets |
|
1.41 |
% |
|
|
1.32 |
% |
|
|
|
|
|
|
|
|
|
| Return on average shareholders' equity |
|
9.67 |
% |
|
|
9.74 |
% |
|
|
|
|
|
|
|
|
|
Return on average tangible shareholders' equity (non-GAAP)(1) |
|
13.29 |
% |
|
|
13.85 |
% |
|
|
|
|
|
|
|
|
|
(1) Reconciled to GAAP in the "Explanation of Use of Non-GAAP Financial Measures" section of this MD&A. |
|
|
|
We recognized net income of $33.4 million, or $0.87 per diluted share, for the three months ended March 31, 2025 compared to net income of $31.2 million, or $0.81 per diluted share, for the same period in 2024. Net income increased by $2.2 million for the three months ended March 31, 2025 compared to the same period in 2024.
Net interest income was relatively unchanged at $83.3 million for the three months ended March 31, 2025 compared to $83.5 million for the same period in 2024. The net interest margin, or NIM, on an FTE basis (non-GAAP) was 3.81% for the three months ended March 31, 2025 compared to 3.84% for the same period in 2024. We experienced similar declines in both interest income and interest expense due to lower interest rates in the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Interest expense also benefited from an improvement in our overall funding mix.
The provision for credit losses decreased $5.6 million to negative $3.0 million for the three months ended March 31, 2025 compared to $2.6 million for the same period in 2024. The decrease in the provision for credit losses was primarily due to a lower level of ACL and a decrease in net loan charge-offs. The decrease in ACL was due to a $4.2 million reduction in specific reserves for individually evaluated loans.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Noninterest income decreased $2.4 million to $10.4 million for the three months ended March 31, 2025 compared to the same period in 2024. The decrease was mainly related to $2.3 million of realized losses from the repositioning of securities into longer duration, higher-yielding securities. Noninterest expense remained relatively consistent at $55.1 million for the three months ended March 31, 2025 compared to $54.5 million in the same period in 2024.
The provision for income taxes increased $0.4 million to $8.3 million for the three months ended March 31, 2025 compared to $7.9 million for the same period in 2024. Our effective tax rate was 19.9 percent for the three months ended March 31, 2025 compared to 20.2 percent for the three months ended March 31, 2024. The decrease in our effective tax rate for the three month period ended March 31, 2025 was primarily due to an increase in low-income housing tax credits compared to the same period in 2024.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
Three months ended March 31, 2025 Compared to
Three months ended March 31, 2024
|
|
|
Net Interest Income
Our principal source of revenue is net interest income. Net interest income represents the difference between the interest and fees earned on interest-earning assets and the interest paid on interest-bearing liabilities. Net interest income is affected by changes in the average balance of interest-earning assets and interest-bearing liabilities and changes in interest rates and spreads. The level and mix of interest-earning assets and interest-bearing liabilities is managed by our Asset and Liability Committee, or ALCO, in order to mitigate interest rate and liquidity risks of the balance sheet. A variety of ALCO strategies were implemented, within prescribed ALCO risk parameters, to produce what we believe is an acceptable level of net interest income.
Average Balance Sheet and Net Interest Income Analysis (FTE) (non-GAAP)
The following tables provide information regarding the average balances, interest and rates earned on interest-earning assets, and interest and rates paid on interest-bearing liabilities for the periods presented:
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 |
|
Three Months Ended March 31, 2024 |
|
|
|
|
|
| (dollars in thousands) |
Average Balance |
Interest |
Rate |
|
Average Balance |
Interest |
Rate |
|
|
|
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest-bearing deposits with banks |
$ |
128,739 |
|
|
$ |
1,416 |
|
4.46 |
% |
|
$ |
144,637 |
|
|
$ |
2,066 |
|
5.75 |
% |
|
|
|
|
|
Securities, at fair value(1)(2) |
990,414 |
|
|
8,875 |
|
3.59 |
% |
|
966,703 |
|
|
6,798 |
|
2.81 |
% |
|
|
|
|
|
| Loans held for sale |
— |
|
|
— |
|
— |
% |
|
176 |
|
|
3 |
|
7.12 |
% |
|
|
|
|
|
| Commercial real estate |
3,395,599 |
|
|
48,740 |
|
5.82 |
% |
|
3,365,142 |
|
|
49,557 |
|
5.92 |
% |
|
|
|
|
|
| Commercial and industrial |
1,535,235 |
|
|
25,319 |
|
6.69 |
% |
|
1,626,633 |
|
|
29,768 |
|
7.36 |
% |
|
|
|
|
|
| Commercial construction |
374,881 |
|
|
6,422 |
|
6.95 |
% |
|
365,088 |
|
|
6,993 |
|
7.70 |
% |
|
|
|
|
|
| Total Commercial Loans |
5,305,715 |
|
|
80,481 |
|
6.15 |
% |
|
5,356,863 |
|
|
86,318 |
|
6.48 |
% |
|
|
|
|
|
| Residential mortgage |
1,660,177 |
|
|
21,545 |
|
5.21 |
% |
|
1,478,609 |
|
|
18,187 |
|
4.93 |
% |
|
|
|
|
|
| Home equity |
653,113 |
|
|
10,148 |
|
6.30 |
% |
|
648,265 |
|
|
11,269 |
|
6.99 |
% |
|
|
|
|
|
| Installment and other consumer |
99,402 |
|
|
1,954 |
|
7.97 |
% |
|
110,899 |
|
|
2,384 |
|
8.64 |
% |
|
|
|
|
|
| Consumer construction |
45,157 |
|
|
763 |
|
6.86 |
% |
|
69,676 |
|
|
970 |
|
5.60 |
% |
|
|
|
|
|
| Total Consumer Loans |
2,457,849 |
|
|
34,410 |
|
5.64 |
% |
|
2,307,449 |
|
|
32,810 |
|
5.71 |
% |
|
|
|
|
|
| Total Portfolio Loans |
7,763,564 |
|
|
114,891 |
|
5.99 |
% |
|
7,664,312 |
|
|
119,128 |
|
6.25 |
% |
|
|
|
|
|
Total Loans(1)(3) |
7,763,564 |
|
|
114,891 |
|
5.99 |
% |
|
7,664,488 |
|
|
119,131 |
|
6.25 |
% |
|
|
|
|
|
| Total other earning assets |
16,768 |
|
|
283 |
|
6.74 |
% |
|
25,335 |
|
|
451 |
|
7.12 |
% |
|
|
|
|
|
| Total Interest-earning Assets |
8,899,485 |
|
|
$ |
125,465 |
|
5.70 |
% |
|
8,801,163 |
|
|
$ |
128,446 |
|
5.86 |
% |
|
|
|
|
|
| Noninterest-earning assets |
727,176 |
|
|
|
|
|
737,742 |
|
|
|
|
|
|
|
|
|
| Total Assets |
$ |
9,626,661 |
|
|
|
|
|
$ |
9,538,905 |
|
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest-bearing demand |
$ |
779,309 |
|
|
$ |
1,930 |
|
1.00 |
% |
|
$ |
829,095 |
|
|
$ |
2,319 |
|
1.12 |
% |
|
|
|
|
|
| Money market |
2,088,346 |
|
|
15,276 |
|
2.97 |
% |
|
1,920,009 |
|
|
15,061 |
|
3.15 |
% |
|
|
|
|
|
| Savings |
884,636 |
|
|
1,450 |
|
0.66 |
% |
|
939,467 |
|
|
1,483 |
|
0.63 |
% |
|
|
|
|
|
| Certificates of deposit |
1,860,840 |
|
|
19,698 |
|
4.29 |
% |
|
1,639,059 |
|
|
17,798 |
|
4.37 |
% |
|
|
|
|
|
| Total Interest-bearing Deposits |
5,613,131 |
|
|
38,354 |
|
2.77 |
% |
|
5,327,630 |
|
|
36,661 |
|
2.77 |
% |
|
|
|
|
|
| Short-term borrowings |
117,722 |
|
|
1,344 |
|
4.63 |
% |
|
408,351 |
|
|
5,460 |
|
5.37 |
% |
|
|
|
|
|
| Long-term borrowings |
50,886 |
|
|
477 |
|
3.80 |
% |
|
39,221 |
|
|
442 |
|
4.53 |
% |
|
|
|
|
|
| Junior subordinated debt securities |
49,423 |
|
|
874 |
|
7.17 |
% |
|
49,364 |
|
|
1,010 |
|
8.23 |
% |
|
|
|
|
|
| Total Borrowings |
218,031 |
|
|
2,695 |
|
5.01 |
% |
|
496,936 |
|
|
6,912 |
|
5.59 |
% |
|
|
|
|
|
| Other interest-bearing liabilities |
43,926 |
|
|
476 |
|
4.40 |
% |
|
52,239 |
|
|
703 |
|
5.42 |
% |
|
|
|
|
|
| Total Interest-bearing Liabilities |
5,875,088 |
|
|
41,525 |
|
2.87 |
% |
|
5,876,805 |
|
|
44,276 |
|
3.03 |
% |
|
|
|
|
|
| Noninterest-bearing liabilities |
2,350,574 |
|
|
|
|
|
2,371,586 |
|
|
|
|
|
|
|
|
|
| Shareholders' equity |
1,400,999 |
|
|
|
|
|
1,290,514 |
|
|
|
|
|
|
|
|
|
| Total Liabilities and Shareholders' Equity |
$ |
9,626,661 |
|
|
|
|
|
$ |
9,538,905 |
|
|
|
|
|
|
|
|
|
Net Interest Income (FTE) (non-GAAP)(1)(2) |
|
|
$ |
83,940 |
|
|
|
|
|
$ |
84,169 |
|
|
|
|
|
|
|
Net Interest Margin (FTE) (non-GAAP)(1)(2) |
|
|
|
3.81 |
% |
|
|
|
|
3.84 |
% |
|
|
|
|
|
(1) Tax-exempt interest income is on an FTE basis (non-GAAP) using the statutory federal corporate income tax rate of 21 percent.
(2) Taxable investment income is adjusted for the dividend-received deduction for equity securities.
(3) Nonaccruing loans are included in the daily average loan amounts outstanding.
Net interest income on an FTE basis (non-GAAP) decreased $0.2 million for the three months ended March 31, 2025 compared to the same period in 2024. The net interest margin, or NIM, on an FTE basis (non-GAAP) decreased 3 basis points to 3.81 percent for the three months ended March 31, 2025 compared to 3.84 percent in the same period in 2024. The decreases in net interest income and NIM on an FTE basis (non-GAAP) were primarily due to decreased interest rates resulting in lower interest income partially offset by lower interest expense driven by an improvement in our overall funding mix. Strong customer deposit growth in 2024 and 2025 has reduced our levels of wholesale funding.
Interest income on an FTE basis (non-GAAP) decreased $3.0 million for the three months ended March 31, 2025 compared to the same period in 2024. The decrease in interest income on an FTE basis (non-GAAP) was primarily due to lower interest rates. The average yield on loans decreased 26 basis points compared to the same period in 2024. Average loans increased $99.1 million for the three months ended March 31, 2025 compared to the same period in 2024. Partially offsetting the lower interest income on loans was higher interest income on securities due to the repositioning of $193.6 million of securities over the past four quarters into higher-yielding securities.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The average yield on securities increased 78 basis points compared to the same period in 2024. Overall, the FTE rate (non-GAAP) on interest-earning assets decreased 16 basis points for the three months ended March 31, 2025 compared to the same period in 2024.
Interest expense decreased $2.8 million for the three months ended March 31, 2025 compared to the same period in 2024. The decrease in interest expense was primarily due to lower levels of wholesale funding and decreased interest rates. Average interest-bearing deposits increased $285.5 million for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increases in certificates of deposit and money market balances. Average borrowings decreased $278.9 million for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increased customer deposits. Overall, the cost of interest-bearing liabilities decreased 16 basis points for the three months ended March 31, 2025 compared to the same period in 2024.
The following table sets forth a summary of the changes in interest earned and interest paid resulting from changes in volume and changes in rates for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 Compared to March 31, 2024 |
| (dollars in thousands) |
|
|
|
|
Volume (4) |
Rate (4) |
Total |
| Interest earned on: |
|
|
|
|
|
|
|
| Interest-bearing deposits with banks |
|
|
|
|
$ |
(227) |
|
$ |
(423) |
|
$ |
(650) |
|
Securities, at fair value(1)(2) |
|
|
|
|
167 |
|
1,911 |
|
2,078 |
|
| Loans held for sale |
|
|
|
|
(3) |
|
— |
|
(3) |
|
| Commercial real estate |
|
|
|
|
449 |
|
(1,265) |
|
(816) |
|
| Commercial and industrial |
|
|
|
|
(1,673) |
|
(2,777) |
|
(4,450) |
|
| Commercial construction |
|
|
|
|
188 |
|
(759) |
|
(571) |
|
| Total Commercial Loans |
|
|
|
|
(1,036) |
|
(4,801) |
|
(5,837) |
|
| Residential mortgage |
|
|
|
|
2,233 |
|
1,124 |
|
3,357 |
|
| Home equity |
|
|
|
|
84 |
|
(1,205) |
|
(1,121) |
|
| Installment and other consumer |
|
|
|
|
(247) |
|
(182) |
|
(429) |
|
| Consumer construction |
|
|
|
|
(341) |
|
135 |
|
(206) |
|
| Total Consumer Loans |
|
|
|
|
1,729 |
|
(128) |
|
1,601 |
|
| Total Portfolio Loans |
|
|
|
|
693 |
|
(4,929) |
|
(4,236) |
|
Total Loans(1)(3) |
|
|
|
|
690 |
|
(4,929) |
|
(4,239) |
|
| Total other earning assets |
|
|
|
|
(152) |
|
(16) |
|
(168) |
|
| Change in Interest Earned on Interest-earning Assets |
|
|
|
|
$ |
478 |
|
$ |
(3,457) |
|
$ |
(2,979) |
|
| Interest paid on: |
|
|
|
|
|
|
|
| Interest-bearing demand |
|
|
|
|
$ |
(139) |
|
$ |
(249) |
|
$ |
(388) |
|
| Money market |
|
|
|
|
1,320 |
|
(1,106) |
|
214 |
|
| Savings |
|
|
|
|
(87) |
|
53 |
|
(34) |
|
| Certificates of deposit |
|
|
|
|
2,408 |
|
(509) |
|
1,899 |
|
| Total Interest-bearing Deposits |
|
|
|
|
3,502 |
|
(1,811) |
|
1,691 |
|
|
|
|
|
|
|
|
|
| Short-term borrowings |
|
|
|
|
(3,886) |
|
(230) |
|
(4,116) |
|
| Long-term borrowings |
|
|
|
|
132 |
|
(97) |
|
35 |
|
| Junior subordinated debt securities |
|
|
|
|
1 |
|
(137) |
|
(136) |
|
| Total Borrowings |
|
|
|
|
(3,753) |
|
(464) |
|
(4,217) |
|
| Other interest-bearing liabilities |
|
|
|
|
(112) |
|
(115) |
|
(227) |
|
| Change in Interest Paid on Interest-bearing Liabilities |
|
|
|
|
(363) |
|
(2,390) |
|
(2,753) |
|
| Change in Net Interest Income |
|
|
|
|
$ |
841 |
|
$ |
(1,067) |
|
$ |
(226) |
|
(1) Tax-exempt income is on an FTE basis (non-GAAP) using the statutory federal corporate income tax rate of 21 percent.
(2) Taxable investment income is adjusted for the dividend-received deduction for equity securities.
(3) Nonaccruing loans are included in the daily average loan amounts outstanding.
(4) Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Provision for Credit Losses
The provision for credit losses includes a provision for losses on loans and on unfunded commitments. The provision for credit losses fluctuates based on changes in loan balances, loan risk ratings, net loan charge-offs and recoveries, the macro environment and our CECL forecast. The provision for credit losses decreased $5.6 million to negative $3.0 million for the three months ended March 31, 2025 compared to $2.6 million for the same period in 2024. The decrease in the provision for credit losses was due to a lower level of ACL and a decrease in net loan charge-offs. The lower level of ACL was related to a reduction in specific reserves of $4.2 million for loans individually evaluated due to the partial pay-off of a $10.7 million C&I relationship that went nonperforming during the three months ended December 31, 2024. The provision for credit losses included a negative $0.5 million for the reserve for unfunded commitments for the three months ended March 31, 2025 compared to a negative $0.8 million for the same period in 2024.
Net loan recoveries were $0.0 million for the three months ended March 31, 2025 compared to net loan charge-offs of $6.6 million for the same period in 2024. Offsetting gross loan charge-offs of $0.9 million during the three months ended March 31, 2025 were $0.9 million in recoveries.
Refer to the "Allowance for Credit Losses" section of this MD&A for further details.
Noninterest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
| (dollars in thousands) |
2025 |
2024 |
$ Change |
% Change |
|
|
|
|
|
| Net (loss) gain on sale of securities |
|
$ |
(2,295) |
|
|
$ |
3 |
|
|
$ |
(2,298) |
|
|
NM |
|
|
|
|
|
|
|
|
|
| Debit and credit card |
|
4,188 |
|
|
4,235 |
|
|
(47) |
|
|
(1.1) |
% |
|
|
|
|
|
|
|
|
|
| Service charges on deposit accounts |
|
3,962 |
|
|
3,828 |
|
|
134 |
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
| Wealth management |
|
3,084 |
|
|
3,042 |
|
|
42 |
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other noninterest income |
|
1,490 |
|
|
1,722 |
|
|
(232) |
|
|
(13.5) |
% |
|
|
|
|
|
|
|
|
|
| Total Noninterest Income |
|
$ |
10,429 |
|
|
$ |
12,830 |
|
|
$ |
(2,401) |
|
|
(18.7) |
% |
|
|
|
|
|
|
|
|
|
| NM - not meaningful |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income decreased $2.4 million to $10.4 million for the three months ended March 31, 2025 compared to the same period in 2024. The decrease was mainly related to $2.3 million of realized losses from the repositioning of securities into longer duration, higher-yielding securities.
Noninterest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
| (dollars in thousands) |
2025 |
2024 |
$ Change |
% Change |
|
|
|
|
|
| Salaries and employee benefits |
|
$ |
29,853 |
|
|
$ |
29,512 |
|
|
$ |
341 |
|
|
1.2 |
% |
|
|
|
|
|
|
|
|
|
| Data processing and information technology |
|
4,930 |
|
|
4,954 |
|
|
(24) |
|
|
(0.5) |
% |
|
|
|
|
|
|
|
|
|
| Occupancy |
|
4,302 |
|
|
3,870 |
|
|
432 |
|
|
11.2 |
% |
|
|
|
|
|
|
|
|
|
| Furniture, equipment and software |
|
3,483 |
|
|
3,472 |
|
|
11 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
| Marketing |
|
1,615 |
|
|
1,943 |
|
|
(328) |
|
|
(16.9) |
% |
|
|
|
|
|
|
|
|
|
| Other taxes |
|
1,494 |
|
|
1,871 |
|
|
(377) |
|
|
(20.1) |
% |
|
|
|
|
|
|
|
|
|
| Professional services and legal |
|
1,286 |
|
|
1,720 |
|
|
(434) |
|
|
(25.2) |
% |
|
|
|
|
|
|
|
|
|
| FDIC insurance |
|
1,040 |
|
|
1,049 |
|
|
(9) |
|
|
(0.9) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other |
|
7,088 |
|
|
6,129 |
|
|
959 |
|
|
15.6 |
% |
|
|
|
|
|
|
|
|
|
| Total Noninterest Expense |
|
$ |
55,091 |
|
|
$ |
54,520 |
|
|
$ |
571 |
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
Noninterest expense increased $0.6 million to $55.1 million for the three months ended March 31, 2025 compared to the same period in 2024. Salaries and employee benefits increased $0.3 million primarily due to annual merit increases, restricted stock expense and higher incentives. Occupancy increased $0.4 million due to increased maintenance and utility costs. Other noninterest expense increased $1.0 million primarily as a result of education and Neighborhood Assistance Program, or NAP, contributions occurring earlier in 2025 than in 2024. Offsetting these increases were decreases in our expenses for marketing of $0.3 million related to the timing of various promotions, other taxes of $0.4 million due to education and NAP contributions and professional services and legal of $0.4 million primarily due to reduced consulting and legal expenses.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Provision for Income Taxes
The provision for income taxes increased $0.4 million to $8.3 million for the three months ended March 31, 2025 compared to $7.9 million for the same period in 2024. Our effective tax rate was 19.9 percent for the three months ended March 31, 2025 compared to 20.2 percent for the three months ended March 31, 2024. The decrease in our effective tax rate for the three month period ended March 31, 2025 was primarily due to an increase in low-income housing tax credits compared to the same period in 2024.
Financial Condition as of March 31, 2025
Total assets remained unchanged at $9.7 billion at March 31, 2025 and December 31, 2024. Total portfolio loans increased $93.4 million to $7.8 billion at March 31, 2025 compared to December 31, 2024. The commercial loan portfolio increased $81.6 million and the consumer loan portfolio increased $11.8 million compared to December 31, 2024.
Securities increased $23.5 million to $1.0 billion at March 31, 2025 compared to December 31, 2024. The securities portfolio was in a net unrealized loss position of $54.4 million at March 31, 2025 compared to a net unrealized loss position of $71.7 million at December 31, 2024. The improvement in the net unrealized loss position of the securities portfolio of $17.3 million was primarily due to a decline in interest rates from December 31, 2024.
Customer deposit growth continued to be strong during the three months ended March 31, 2025, allowing for a reduction in higher-cost borrowings and brokered deposits. Total deposits increased $109.8 million to $7.9 billion at March 31, 2025 compared to $7.8 billion at December 31, 2024.Customer deposits increased $134.7 million to $7.7 billion at March 31, 2025 compared to $7.6 billion at December 31, 2024. Brokered deposits decreased $24.9 million to $200.4 million at March 31, 2025 compared to $225.3 million at December 31, 2024. The increase in customer deposits is the result of our continued focus on growing our deposit franchise.
Total borrowings decreased $55.0 million, or 22.0 percent, to $195.3 million at March 31, 2025 compared to $250.3 million at December 31, 2024 primarily due to strong growth in customer deposits.
Total shareholders’ equity increased by $37.7 million to $1.4 billion at March 31, 2025 compared to December 31, 2024. The increase was primarily due to net income of $33.4 million and other comprehensive income of $16.4 million offset by dividends of $13.1 million.
Securities Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
|
December 31, 2024 |
|
|
|
|
|
$ Change |
| U.S. Treasury securities |
|
$ |
93,605 |
|
|
|
|
$ |
92,768 |
|
|
|
|
|
|
|
|
$ |
837 |
|
| Obligations of U.S. government corporations and agencies |
|
10,127 |
|
|
|
|
15,071 |
|
|
|
|
|
|
|
|
(4,944) |
|
| Collateralized mortgage obligations of U.S. government corporations and agencies |
|
648,818 |
|
|
|
|
596,284 |
|
|
|
|
|
|
|
|
52,534 |
|
| Residential mortgage-backed securities of U.S. government corporations and agencies |
|
33,143 |
|
|
|
|
33,207 |
|
|
|
|
|
|
|
|
(64) |
|
| Commercial mortgage-backed securities of U.S. government corporations and agencies |
|
219,285 |
|
|
|
|
224,798 |
|
|
|
|
|
|
|
|
(5,513) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Obligations of states and political subdivisions |
|
4,972 |
|
|
|
|
24,287 |
|
|
|
|
|
|
|
|
(19,315) |
|
| Available-for-Sale Debt Securities |
|
1,009,950 |
|
|
|
|
986,415 |
|
|
|
|
|
|
|
|
23,535 |
|
| Equity securities |
|
1,161 |
|
|
|
|
1,176 |
|
|
|
|
|
|
|
|
(15) |
|
| Total Securities Available for Sale |
|
$ |
1,011,111 |
|
|
|
|
$ |
987,591 |
|
|
|
|
|
|
|
|
$ |
23,520 |
|
We invest in various securities in order to maintain a source of liquidity, to satisfy various pledging requirements, to increase net interest income and as a tool of ALCO to reposition the balance sheet for interest rate risk purposes. Securities are subject to market risks that could negatively affect the level of liquidity available to us.
The securities portfolio increased $23.5 million to $1.0 billion at March 31, 2025 compared to December 31, 2024. The increase in the debt securities portfolio was primarily related to an improvement in unrealized losses of $17.3 million from December 31, 2024 to March 31, 2025 as a result of lower interest rates. Additionally, we recognized $2.3 million of realized losses due to the repositioning of $49.3 million of our securities portfolio into longer duration, higher-yielding securities during the three months ended March 31, 2025.
Our debt securities portfolio was in a net unrealized loss position of $54.4 million at March 31, 2025 compared to a net unrealized loss position of $71.7 million at December 31, 2024. At March 31, 2025, our debt securities portfolio had gross unrealized losses of $57.8 million offset by $3.4 million of gross unrealized gains compared to gross unrealized losses of $72.7 million offset by gross unrealized gains of $1.0 million at December 31, 2024.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Loan Composition
The following table summarizes our loan portfolio as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (dollars in thousands) |
Amount |
% of Total |
|
Amount |
% of Total |
|
|
|
|
|
|
|
|
|
|
$ Change |
|
% Change |
| Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commercial real estate |
$ |
3,462,246 |
|
44.2 |
% |
|
$ |
3,388,017 |
|
43.8 |
% |
|
|
|
|
|
|
|
|
|
|
$ |
74,229 |
|
|
2.2 |
% |
| Commercial and industrial |
1,520,475 |
|
19.4 |
% |
|
1,540,397 |
|
19.9 |
% |
|
|
|
|
|
|
|
|
|
|
(19,922) |
|
|
(1.3) |
% |
| Commercial construction |
380,129 |
|
4.8 |
% |
|
352,886 |
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
27,243 |
|
|
7.7 |
% |
| Total Commercial Loans |
5,362,850 |
|
68.4 |
% |
|
5,281,300 |
|
68.2 |
% |
|
|
|
|
|
|
|
|
|
|
81,550 |
|
|
1.5 |
% |
| Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consumer real estate |
2,375,334 |
|
30.3 |
% |
|
2,356,901 |
|
30.4 |
% |
|
|
|
|
|
|
|
|
|
|
18,433 |
|
|
0.8 |
% |
| Other consumer |
98,165 |
|
1.3 |
% |
|
104,757 |
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
(6,592) |
|
|
(6.3) |
% |
| Total Consumer Loans |
2,473,499 |
|
31.6 |
% |
|
2,461,658 |
|
31.8 |
% |
|
|
|
|
|
|
|
|
|
|
11,841 |
|
|
0.5 |
% |
| Total Portfolio Loans |
$ |
7,836,349 |
|
100.0 |
% |
|
$ |
7,742,958 |
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
$ |
93,391 |
|
|
1.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The loan portfolio represents the most significant source of interest income for us. The risk that borrowers will be unable to pay such obligations is inherent in the loan portfolio. Other conditions, such as downturns in the borrower’s industry or the overall economic climate, can significantly impact the borrower’s ability to pay.
Total portfolio loans were $7.8 billion at March 31, 2025 compared to $7.7 billion at December 31, 2024. For the periods ending March 31, 2025 and December 31, 2024, 24 percent of our total loans were adjustable rate, 37 percent were floating rate and 39 percent were fixed rate.
Commercial loans, including CRE, C&I and commercial construction, comprised 68.4 percent of total portfolio loans at March 31, 2025 and 68.2 percent at December 31, 2024. The commercial loan portfolio increased $81.6 million at March 31, 2025 compared to December 31, 2024 due to increases of $74.2 million in CRE and $27.3 million in commercial construction offset by a decrease of $19.9 million in C&I. The increase in commercial loans was due to improved demand and lower pay-offs in the first three months of 2025 compared to elevated payoffs experienced in 2024.
Consumer loans represent 31.6 percent of our total portfolio loans at March 31, 2025 and 31.8 percent at December 31, 2024. The consumer loan portfolio increased $11.8 million at March 31, 2025 compared to December 31, 2024, primarily due to growth in our consumer real estate portfolio of $18.4 million, as we continue to hold mortgages in our portfolio rather than sell them in the secondary market.
Allowance for Credit Losses
We maintain an ACL at a level determined to be adequate to absorb estimated expected credit losses within the loan portfolio over the contractual life of an instrument that considers our historical loss experience, current conditions and forecasts of future economic conditions as of the balance sheet date. We develop and document a systematic ACL methodology based on the following portfolio segments: 1) CRE, 2) C&I, 3) Commercial Construction, 4) Business Banking, 5) Consumer Real Estate and 6) Other Consumer. Refer to Part 1. Financial Information, Note 5. Loans and Allowance for Credit Losses for details on our portfolio segments.
The following table presents activity in the ACL for the period presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2025 |
| (dollars in thousands) |
Commercial Real Estate |
|
Commercial and Industrial |
|
Commercial Construction |
|
Business Banking |
|
Consumer Real Estate |
|
Other Consumer |
|
Total Loans |
| Allowance for credit losses on loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at beginning of period |
$ |
30,254 |
|
|
$ |
37,084 |
|
|
$ |
4,893 |
|
|
$ |
10,681 |
|
|
$ |
15,776 |
|
|
$ |
2,806 |
|
|
$ |
101,494 |
|
Provision for credit losses on loans(1) |
(493) |
|
|
(3,643) |
|
|
1,017 |
|
|
650 |
|
|
160 |
|
|
(202) |
|
|
(2,511) |
|
| Charge-offs |
— |
|
|
(172) |
|
|
(30) |
|
|
(143) |
|
|
(162) |
|
|
(377) |
|
|
(884) |
|
| Recoveries |
134 |
|
|
145 |
|
|
— |
|
|
25 |
|
|
133 |
|
|
474 |
|
|
911 |
|
| Net Recoveries (Charge-offs) |
134 |
|
|
(27) |
|
|
(30) |
|
|
(118) |
|
|
(29) |
|
|
97 |
|
|
27 |
|
| Balance at End of Period |
$ |
29,895 |
|
|
$ |
33,414 |
|
|
$ |
5,880 |
|
|
$ |
11,213 |
|
|
$ |
15,907 |
|
|
$ |
2,701 |
|
|
$ |
99,010 |
|
(1) Excludes the provision for credit losses for unfunded commitments. |
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table presents key ACL ratios for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
December 31, 2024 |
Ratio of net charge-offs to average loans outstanding(1) |
— |
% |
|
0.11 |
% |
| Allowance for credit losses as a percentage of total portfolio loans |
1.26 |
% |
|
1.31 |
% |
| Allowance for credit losses to nonaccrual loans |
443 |
% |
|
363 |
% |
(1) Year-to-date net charge-offs annualized
Net loan recoveries were $0.0 million for the three months ended March 31, 2025. Refer to the "Provision for Credit Losses" section of this MD&A for further details.
The ACL decreased $2.5 million to $99.0 million, or 1.26 percent of total portfolio loans, at March 31, 2025 compared to $101.5 million, or 1.31 percent of total portfolio loans, at December 31, 2024. The decrease in the ACL is due to a reduction in specific reserves for loans individually evaluated related to the partial pay-off of a $10.7 million C&I relationship that went nonperforming during the three months ended December 31, 2024. The decrease in the ACL was partially offset by a $1.2 million increase in our quantitative reserve due to loan growth and downgrades in our C&I portfolio and a $0.5 million increase in our qualitative reserve and forecast due to the concerns in the economic environment.
Substandard loans increased $6.9 million to $116.7 million at March 31, 2025 compared to $109.8 million at December 31, 2024. The increase in substandard loans was primarily due to the downgrade of a $10.5 million C&I relationship which was partially offset by loan payoffs. Special mention loans decreased $3.0 million to $95.9 million at March 31, 2025 compared to $98.9 million at December 31, 2024 primarily due to loan payoffs.
Nonperforming assets, or NPAs, consist of nonaccrual loans and OREO. The following represents NPAs as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
$ Change |
| Nonaccrual Loans |
|
|
|
|
|
|
|
|
| Commercial real estate |
|
$ |
3,441 |
|
|
|
$ |
4,173 |
|
|
|
$ |
(732) |
|
| Commercial and industrial |
|
6,749 |
|
|
|
12,570 |
|
|
|
(5,821) |
|
| Commercial construction |
|
1,006 |
|
|
|
— |
|
|
|
1,006 |
|
| Consumer real estate |
|
10,925 |
|
|
|
10,964 |
|
|
|
(39) |
|
| Other Consumer |
|
218 |
|
|
|
230 |
|
|
|
(12) |
|
| Total Nonaccrual Loans |
|
22,339 |
|
|
|
27,937 |
|
|
|
(5,598) |
|
| OREO |
|
29 |
|
|
|
8 |
|
|
|
21 |
|
| Total Nonperforming Assets |
|
$ |
22,368 |
|
|
|
$ |
27,945 |
|
|
|
$ |
(5,577) |
|
| Asset Quality Ratios: |
|
|
|
|
|
|
|
|
| Nonaccrual loans as a percent of total portfolio loans |
|
0.29 |
% |
|
|
0.36 |
% |
|
|
(0.07) |
% |
| Nonperforming assets as a percent of total portfolio loans plus OREO |
|
0.29 |
% |
|
|
0.36 |
% |
|
|
(0.07) |
% |
|
|
Our policy is to place loans in all categories in nonaccrual status when collection of interest or principal is doubtful, or generally when interest or principal payments are 90 days or more past the contractual due date. Nonaccrual loans decreased $5.6 million to $22.3 million at March 31, 2025 compared to $27.9 million at December 31, 2024. The decrease in nonaccrual loans was primarily due to the partial pay-off of the $10.7 million C&I relationship mentioned above.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Deposits
Deposits are our primary source of funds. The following table presents the mix of deposits as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
|
December 31, 2024 |
|
|
|
|
| (dollars in thousands) |
Amount |
% of Deposits |
|
|
Amount |
% of Deposits |
|
$ Change |
|
% Change |
| Personal |
$ |
4,674,337 |
|
59.2 |
% |
|
|
$ |
4,533,149 |
|
58.2 |
% |
|
$ |
141,188 |
|
|
3.1 |
% |
| Business |
2,619,202 |
|
33.2 |
% |
|
|
2,679,191 |
|
34.4 |
% |
|
(59,989) |
|
|
(2.2) |
% |
| Public funds |
399,026 |
|
5.1 |
% |
|
|
345,512 |
|
4.5 |
% |
|
53,514 |
|
|
15.5 |
% |
| Brokered |
200,368 |
|
2.5 |
% |
|
|
225,265 |
|
2.9 |
% |
|
(24,897) |
|
|
(11.1) |
% |
| Total Deposits |
$ |
7,892,933 |
|
100.0 |
% |
|
|
$ |
7,783,117 |
|
100.0 |
% |
|
$ |
109,816 |
|
|
1.4 |
% |
The following table presents the composition of deposits for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
$ Change |
| Customer Deposits |
|
|
|
|
|
|
|
|
| Noninterest-bearing demand |
|
$ |
2,164,491 |
|
|
|
$ |
2,185,242 |
|
|
|
$ |
(20,751) |
|
| Interest-bearing demand |
|
809,722 |
|
|
|
812,768 |
|
|
|
(3,046) |
|
| Money market |
|
2,059,713 |
|
|
|
1,939,980 |
|
|
|
119,733 |
|
| Savings |
|
886,007 |
|
|
|
877,859 |
|
|
|
8,148 |
|
| Certificates of deposit |
|
1,772,632 |
|
|
|
1,742,003 |
|
|
|
30,629 |
|
| Total Customer Deposits |
|
7,692,565 |
|
|
|
7,557,852 |
|
|
|
134,713 |
|
| Brokered Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Money market |
|
150,368 |
|
|
|
100,305 |
|
|
|
50,063 |
|
| Certificates of deposit |
|
50,000 |
|
|
|
124,960 |
|
|
|
(74,960) |
|
| Total Brokered Deposits |
|
200,368 |
|
|
|
225,265 |
|
|
|
(24,897) |
|
|
|
|
|
|
|
|
|
|
| Total Deposits |
|
$ |
7,892,933 |
|
|
|
$ |
7,783,117 |
|
|
|
$ |
109,816 |
|
Total deposits increased $109.8 million, or 1.4 percent, at March 31, 2025 compared to December 31, 2024. Customer deposits increased $134.7 million, or 1.8 percent compared to December 31, 2024, as a result of our focus on growing our deposit franchise. Total brokered deposits decreased $24.9 million from December 31, 2024 due to strong growth in customer deposits. Brokered deposits are an additional source of funds utilized by ALCO as a way to diversify funding sources, as well as manage our funding costs and structure.
As a member of the IntraFi network, we are able to offer our customers insurance coverage on interest-bearing demand, money market and certificates of deposit balances in excess of the FDIC insurance limits. IntraFi balances were $316.3 million at March 31, 2025 compared to $324.8 million at December 31, 2024.
We had total uninsured deposits of $2.7 billion, or 33.9 percent of our total deposit base, at March 31, 2025 compared to $2.6 billion, or 33.5 percent of our total deposit base, at December 31, 2024.
Borrowings
Borrowings are an additional source of funding for us. Short-term borrowings are for terms under or equal to one year at March 31, 2025 and are comprised of FHLB Advances. Long-term borrowings are for original terms greater than one year and are comprised of FHLB advances and finance leases. Total borrowings decreased $55.0 million to $195.3 million at March 31, 2025 compared to $250.3 million at December 31, 2024 primarily due to strong growth in customer deposits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
$ Change |
|
|
|
|
|
|
|
|
|
| Short-term borrowings |
|
$ |
95,000 |
|
|
|
$ |
150,000 |
|
|
|
$ |
(55,000) |
|
| Long-term borrowings |
|
50,876 |
|
|
|
50,896 |
|
|
|
(20) |
|
| Junior subordinated debt securities |
|
49,433 |
|
|
|
49,418 |
|
|
|
15 |
|
| Total Borrowings |
|
$ |
195,309 |
|
|
|
$ |
250,314 |
|
|
|
$ |
(55,005) |
|
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information pertaining to short-term borrowings is summarized in the table below for the three months ended March 31, 2025 and for the twelve months ended December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term Borrowings |
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
| Balance at the period end |
$ |
95,000 |
|
|
$ |
150,000 |
|
|
| Average balance during the period |
$ |
117,721 |
|
|
$ |
257,524 |
|
|
| Average interest rate during the period |
4.63 |
% |
|
5.12 |
% |
|
| Maximum month-end balance during the period |
$ |
125,000 |
|
|
$ |
465,000 |
|
|
| Average interest rate at the period end |
4.52 |
% |
|
4.60 |
% |
|
Information pertaining to long-term borrowings and junior subordinated debt securities is summarized in the tables below for the three months ended March 31, 2025 and for the twelve months ended December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Borrowings |
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
| Balance at the period end |
$ |
50,876 |
|
|
$ |
50,896 |
|
|
| Average balance during the period |
$ |
50,886 |
|
|
$ |
46,306 |
|
|
| Average interest rate during the period |
3.80 |
% |
|
4.24 |
% |
|
| Maximum month-end balance during the period |
$ |
50,890 |
|
|
$ |
64,015 |
|
|
| Average interest rate at the period end |
3.75 |
% |
|
3.75 |
% |
|
|
|
|
|
|
|
Junior Subordinated Debt Securities |
|
|
|
|
|
| (dollars in thousands) |
March 31, 2025 |
|
December 31, 2024 |
|
| Balance at the period end |
$ |
49,433 |
|
|
$ |
49,418 |
|
|
| Average balance during the period |
$ |
49,423 |
|
|
$ |
49,386 |
|
|
| Average interest rate during the period |
7.17 |
% |
|
8.05 |
% |
|
| Maximum month-end balance during the period |
$ |
49,433 |
|
|
$ |
49,418 |
|
|
| Average interest rate at the period end |
6.89 |
% |
|
6.96 |
% |
|
Liquidity and Capital Resources
Liquidity is defined as a financial institution’s ability to meet its cash and collateral obligations at a reasonable cost. Our primary future cash needs are centered on the ability to (i) satisfy the financial needs of depositors who may want to withdraw funds or of borrowers needing to access funds to meet their credit needs and (ii) to meet our future cash commitments under contractual obligations with third parties. In order to manage liquidity risk, our Board of Directors has delegated authority to ALCO for the formulation, implementation and oversight of liquidity risk management for S&T. ALCO’s goal is to maintain adequate levels of liquidity at a reasonable cost to meet funding needs in both a normal operating environment and for potential liquidity stress events. ALCO monitors and manages liquidity through various ratios, reviewing cash flow projections, performing stress tests and having a detailed contingency funding plan. ALCO policy guidelines define graduated risk tolerance levels. If our liquidity position moves to a level that has been defined as high risk, specific actions are required, such as increased monitoring or the development of an action plan to reduce the risk position.
Our primary funding and liquidity source is a stable customer deposit base. We believe S&T has the ability to retain existing deposits and attract new deposits, mitigating any funding dependency on other more volatile funding sources. Refer to the "Financial Condition as of March 31, 2025 - Deposits" section of this MD&A, for additional discussion on deposits. Although deposits are the primary source of funds, we have identified various other funding sources that can be used as part of our normal funding program. Additional funding sources accessible to S&T include borrowing availability at the FHLB, federal funds lines with other financial institutions and the brokered deposit market. We also have borrowing availability at the Federal Reserve Discount Window through the Borrower-in-Custody Program.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Available borrowing capacity exceeds uninsured deposits of $2.7 billion at March 31, 2025. The following table summarizes funding sources available as of the dates presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2025 |
|
December 31, 2024 |
| (dollars in thousands) |
Borrowing Capacity |
Balance (1) |
Available |
|
Borrowing Capacity |
Balance (1) |
Available |
FHLB(1) |
$ |
2,036,064 |
|
$ |
310,234 |
|
$ |
1,725,830 |
|
|
$ |
1,980,615 |
|
$ |
304,565 |
|
$ |
1,676,050 |
|
| Borrower-in-Custody Program |
2,098,353 |
|
— |
|
2,098,353 |
|
|
1,995,489 |
|
— |
|
1,995,489 |
|
| Total |
$ |
4,134,417 |
|
$ |
310,234 |
|
$ |
3,824,183 |
|
|
$ |
3,976,104 |
|
$ |
304,565 |
|
$ |
3,671,539 |
|
(1) FHLB balances include advances, letters of credit, interest due on advances and the credit enhancement obligation on mortgages sold to the FHLB. |
We have contractual obligations representing required future payments on certificates of deposit, junior subordinated debt securities, short-term borrowings, long-term borrowings, operating and capital leases, funding commitments on tax credit equity investments and purchase obligations. See the "Liquidity and Capital Resources" section presented in our Form 2024 10-K under Part II, Item 7- "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for more information on these future cash outflows. Total certificates of deposit decreased $44.3 million to $1.8 billion at March 31, 2025 compared to December 31, 2024 and short-term borrowings decreased $55.0 million to $95.0 million at March 31, 2025 compared to December 31, 2024. Other than these changes, there have been no material changes to the contractual obligations previously disclosed in our 2024 Form 10-K.
An important component of our ability to effectively respond to potential liquidity stress events is maintaining a cushion of highly liquid assets. Highly liquid assets are those that can be converted to cash quickly to meet financial obligations. ALCO policy guidelines define a ratio of highly liquid assets to total assets by graduated risk tolerance levels of minimal, moderate and high. At March 31, 2025, S&T Bank had $923.1 million in highly liquid assets, which consisted primarily of $124.4 million in interest-bearing deposits with banks and $798.7 million in unpledged securities. This resulted in a highly liquid assets to total assets ratio of 9.5 percent at March 31, 2025.
We continue to maintain a strong capital position with our leverage ratio at 12.09 percent at March 31, 2025 compared to 11.98 percent at December 31, 2024, both in excess of the well-capitalized regulatory guideline of 5.00 percent. We continue to be well-capitalized with a risk-based Common Equity Tier 1 ratio of 14.67 percent at March 31, 2025 compared to 14.58 percent at December 31, 2024, both in excess of the well-capitalized regulatory guideline of 6.50 percent.
The following table summarizes capital amounts and ratios for S&T and S&T Bank as of the dates presented:
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| (dollars in thousands) |
Adequately Capitalized |
Well- Capitalized |
|
March 31, 2025 |
|
December 31, 2024 |
|
Amount |
Ratio |
|
Amount |
Ratio |
| S&T Bancorp, Inc. |
|
|
|
|
|
|
|
|
| Tier 1 leverage |
4.00 |
% |
5.00 |
% |
|
$ |
1,127,467 |
|
12.09 |
% |
|
$ |
1,112,126 |
|
11.98 |
% |
| Common equity tier 1 to risk-weighted assets |
4.50 |
% |
6.50 |
% |
|
1,103,467 |
|
14.67 |
% |
|
1,088,126 |
|
14.58 |
% |
| Tier 1 capital to risk-weighted assets |
6.00 |
% |
8.00 |
% |
|
1,127,467 |
|
14.99 |
% |
|
1,112,126 |
|
14.90 |
% |
| Total capital to risk-weighted assets |
8.00 |
% |
10.00 |
% |
|
1,246,607 |
|
16.57 |
% |
|
1,230,497 |
|
16.49 |
% |
| S&T Bank |
|
|
|
|
|
|
|
|
| Tier 1 leverage |
4.00 |
% |
5.00 |
% |
|
$ |
1,072,716 |
|
11.51 |
% |
|
$ |
1,060,010 |
|
11.43 |
% |
| Common equity tier 1 to risk-weighted assets |
4.50 |
% |
6.50 |
% |
|
1,072,716 |
|
14.27 |
% |
|
1,060,010 |
|
14.21 |
% |
| Tier 1 capital to risk-weighted assets |
6.00 |
% |
8.00 |
% |
|
1,072,716 |
|
14.27 |
% |
|
1,060,010 |
|
14.21 |
% |
| Total capital to risk-weighted assets |
8.00 |
% |
10.00 |
% |
|
1,191,816 |
|
15.85 |
% |
|
1,178,335 |
|
15.79 |
% |
We have filed a shelf registration statement on Form S-3 under the Securities Act of 1933, as amended, with the SEC, which allows for the issuance of a variety of securities including debt and capital securities, preferred and common stock and warrants. We may use the proceeds from the sale of securities for general corporate purposes, which could include investments at the holding company level, investing in, or extending credit to subsidiaries, possible acquisitions and stock repurchases. We have not issued any securities pursuant to this shelf registration statement at March 31, 2025.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is defined as the degree to which changes in interest rates, foreign exchange rates, commodity prices or equity prices can adversely affect a financial institution’s earnings or capital. For most financial institutions, including S&T, market risk primarily reflects exposures to changes in interest rates. Interest rate fluctuations affect earnings by changing net interest income and other interest-sensitive income and expense levels. Interest rate changes also affect capital by changing the net present value of a bank’s future cash flows, and the cash flows themselves, as rates change. Accepting this risk is a normal part of banking and can be an important source of profitability and enhancing shareholder value. However, excessive interest rate risk can threaten a bank’s earnings, capital, liquidity and solvency. Our sensitivity to changes in interest rate movements is continually monitored by ALCO. ALCO monitors and manages market risk through rate shock analyses, economic value of equity, or EVE, analyses and by performing stress tests and simulations to mitigate earnings and market value fluctuations due to changes in interest rates.
Rate shock analyses results are compared to a base case to provide an estimate of the impact that market rate changes may have on 12 and 24 months of pretax net interest income. The base case and rate shock analyses are performed on a static balance sheet. A static balance sheet is a no growth balance sheet in which all maturing and/or repricing cash flows are reinvested in the same product at the existing product spread. Rate shock analyses assume an immediate parallel shift in market interest rates and also include management assumptions regarding the impact of interest rate changes on non-maturity deposit products (noninterest-bearing demand, interest-bearing demand, money market and savings) and changes in the prepayment behavior of loans and securities with optionality. S&T policy guidelines limit the change in pretax net interest income over 12 and 24 month horizons using rate shocks in increments of +/- 100 basis points. Policy guidelines define the percentage change in pretax net interest income by graduated risk tolerance levels of minimal, moderate and high.
In order to monitor interest rate risk beyond the 24 month time horizon of rate shocks on pretax net interest income, we also perform EVE analyses. EVE represents the present value of all asset cash flows minus the present value of all liability cash flows. EVE change results are compared to a base case to determine the impact that market rate changes may have on our EVE. As with rate shock analyses on pretax net interest income, EVE analyses incorporate management assumptions regarding prepayment behavior of fixed rate loans and securities with optionality and the behavior and value of non-maturity deposit products. S&T policy guidelines limit the change in EVE using rate shocks in increments of +/- 100 basis points. Policy guidelines define the percentage change in EVE by graduated risk tolerance levels of minimal, moderate and high.
The table below reflects the rate shock analyses results for the 1-12 and 13-24 month periods of pretax net interest income and EVE.
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March 31, 2025 |
|
December 31, 2024 |
|
1 - 12 Months |
|
13 - 24 Months |
|
% Change in EVE |
|
1 - 12 Months |
|
13 - 24 Months |
|
% Change in EVE |
| Change in Interest Rate (basis points) |
% Change in Pretax Net Interest Income |
|
% Change in Pretax Net Interest Income |
|
|
% Change in Pretax Net Interest Income |
|
% Change in Pretax Net Interest Income |
|
| 400 |
2.4 |
|
|
7.9 |
|
|
(13.2) |
|
|
3.2 |
|
|
8.4 |
|
|
(32.3) |
|
| 300 |
1.6 |
|
|
5.7 |
|
|
(8.5) |
|
|
1.9 |
|
|
5.8 |
|
|
(24.1) |
|
| 200 |
1.1 |
|
|
4.2 |
|
|
(4.0) |
|
|
0.8 |
|
|
3.7 |
|
|
(15.4) |
|
| 100 |
0.7 |
|
|
2.5 |
|
|
(0.7) |
|
|
(0.1) |
|
|
1.7 |
|
|
(7.2) |
|
| -100 |
(1.8) |
|
|
(3.9) |
|
|
(2.6) |
|
|
(3.4) |
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|
(5.2) |
|
|
3.0 |
|
| -200 |
(4.3) |
|
|
(9.2) |
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|
(9.2) |
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(6.2) |
|
|
(10.3) |
|
|
3.5 |
|
| -300 |
(7.6) |
|
|
(15.5) |
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(20.4) |
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|
(9.2) |
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(16.2) |
|
|
0.2 |
|
| -400 |
(10.5) |
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(20.4) |
|
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(38.2) |
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(12.9) |
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|
(22.7) |
|
|
(7.9) |
|
The results from the rate shock analyses on net interest income are generally consistent with having an asset sensitive balance sheet. Having an asset sensitive balance sheet means more assets than liabilities will reprice during the measured time frames. The implications of an asset sensitive balance sheet will differ depending upon the change in market interest rates. For example, with an asset sensitive balance sheet in a declining interest rate environment, more assets than liabilities will decrease in rate. This situation could result in a decrease in net interest income and operating income. Conversely, with an asset sensitive balance sheet in a rising interest rate environment, more assets than liabilities will increase in rate. This situation could result in an increase in net interest income and operating income.
Our rate shock analyses remain relatively unchanged in the percentage change in pretax net interest income in the rates up scenarios when comparing March 31, 2025 to December 31, 2024. The percentage change in pretax net interest income in the rates down scenarios show a decline when comparing March 31, 2025 to December 31, 2024 primarily due to updates of our deposit beta and loan prepayment assumptions and upcoming maturities within our receive-fixed balance sheet swap portfolio. Our EVE analyses show an improvement in the rates up scenarios and a decline in the rates down scenarios when comparing March 31, 2025 to December 31, 2024 primarily due to updates of our deposit retention assumptions.
S&T BANCORP, INC. AND SUBSIDIARIES
In addition to rate shocks and EVE analyses, we perform a market risk stress test at least annually. The market risk stress test includes sensitivity analyses and simulations. Sensitivity analyses are performed to help us identify which model assumptions cause the greatest impact on pretax net interest income. Sensitivity analyses may include changing prepayment behavior of loans and securities with optionality and the impact of interest rate changes on non-maturity deposit products. Simulation analyses may include the potential impact of rate changes other than the policy guidelines, yield curve shape changes, significant balance mix changes and various growth scenarios.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of S&T’s Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO (its principal executive officer and principal financial officer, respectively), management has evaluated the effectiveness of the design and operation of S&T’s disclosure controls and procedures as of March 31, 2025. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods required by the Securities and Exchange Commission, or the SEC, and that such information is accumulated and communicated to S&T’s management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Based on and as of the date of such evaluation, our CEO and CFO concluded that the design and operation of our disclosure controls and procedures were effective in all material respects, as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2025, there were no changes made to S&T’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, S&T’s internal control over financial reporting.
S&T BANCORP, INC. AND SUBSIDIARIES
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
There have been no material changes to the risk factors that we have previously disclosed in Part I, Item 1A – “Risk Factors” in our 2024 Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 3, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities
The following table is a summary of our purchases of common stock during the first quarter of 2025:
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| Period |
Total number of shares purchased |
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Average price paid per share |
|
Total number of shares purchased as part of publicly announced plan (1) |
|
Approximate dollar value of shares that may yet be purchased under the plan (2) |
| 1/1/2025 - 1/31/2025 |
— |
|
|
|
$ |
— |
|
|
|
— |
|
|
|
$ |
50,000,000 |
|
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|
| 2/1/2025 - 2/28/2025 |
— |
|
|
|
— |
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|
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— |
|
|
|
50,000,000 |
|
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|
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|
|
| 3/1/2025 - 3/31/2025 |
— |
|
|
|
— |
|
|
|
— |
|
|
|
50,000,000 |
|
| Total |
— |
|
|
|
$ |
— |
|
|
|
— |
|
|
|
$ |
50,000,000 |
|
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|
(1) On January 24, 2024, our Board of Directors authorized a new $50 million share repurchase plan. The new plan replaced the existing share repurchase plan effective immediately and is set to expire May 30, 2025. This repurchase authorization permits S&T to repurchase shares of S&T's common stock from time to time through a combination of open market and privately negotiated repurchases up to the authorized $50 million aggregate value of S&T's common stock. The specific timing, price and quantity of repurchases will be at the discretion of S&T and will depend on a variety of factors, including general market conditions, the trading price of the common stock, legal and contractual requirements and S&T’s financial performance. The repurchase plan does not obligate S&T to repurchase any particular number of shares. S&T expects to fund any repurchases from cash on hand and internally generated funds. Any share repurchases will not begin until permissible under applicable laws.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
(c) During the three months ended March 31, 2025, no director or Section 16 officer of the Company adopted, terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.
S&T BANCORP, INC. AND SUBSIDIARIES
Item 6. Exhibits
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Rule 13a-14(a) Certification of the Chief Executive Officer |
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Rule 13a-14(a) Certification of the Chief Financial Officer |
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Rule 13a-14(b) Certification of the Chief Executive Officer and Chief Financial Officer |
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| 101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
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| 101.SCH |
XBRL Taxonomy Extension Schema |
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| 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase |
|
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase |
|
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE |
XBRL Taxonomy Extension Presentation Linkbase |
|
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101) |
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S&T BANCORP, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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|
S&T Bancorp, Inc. (Registrant) |
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| May 8, 2025 |
/s/ Mark Kochvar |
|
Mark Kochvar Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Signatory) |
EX-10.1
2
exhibit101.htm
EX-10.1
Document
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the latest date set forth below by and between S&T Bancorp, Inc. (the "Company") and Executive Vice President LaDawn D. Yesho (the "Executive").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company has determined that the Executive's service to the Company is important to the continued success of the Company S&T Bank (the "Bank") and their Affiliates;
WHEREAS, the Executive has previously executed a severance agreement with the Company (the "Prior Agreement");
WHEREAS, the Company wishes to amend and restate the Prior Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:
1.Definitions. For the purposes of this Agreement, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:
1.1Affiliate. "Affiliate" means (a) any person, other than a natural person, who, with respect to the Company, is an "affiliate" as defined in Rule 405 under the Securities Act of 1933, as amended, or any successor rule, or (b) any entity more than twenty-five percent (25%) of the common stock or other equity interest of which is owned or controlled by the Company, either directly or indirectly.
1.2Bank. "Bank" means S&T Bank, a Pennsylvania state-chartered bank and wholly-owned subsidiary of the Company.
1.3Benefits Continuation Period. "Benefits Continuation Period" means if a Triggering Event has occurred, the two-year period immediately following the Executive's termination of employment.
69988368vll
1.4COBRA Amount. "COBRA Amount" means an amount equal, on an after-tax basis, to the amount of the COBRA premium payable under the Company's group medical plan by a qualified beneficiary for the level of coverage in effect for the Executive immediately prior to termination of employment, calculated using an assumed combined state and federal tax rate for the Executive of forty-five percent [45%].
1.5Change In Control. "Change in Control" means the occurrence of any of the following:
(a)Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first written above), other than a pension, profit-sharing or other employee benefit plan established by the Company or the Bank, that is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act in effect as of the date first written above), directly or indirectly, of securities of the Company representing twenty- five percent [25%] or more of the combined voting power of the Company's then outstanding securities;
(b)During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least a majority of the directors then in office who were directors at the beginning of the period;
(c)The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
(d)The stockholders of the Company or the Board of Directors of the Company or of the Bank approve a plan of complete liquidation or an agreement for the sale of or disposition (in one transaction or a series of transactions) of all or substantially all of the Company's or the Bank's assets;
(e)Any other event that constitutes a change in control of a nature that would be required to be reported by the Company in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act or
any successor provision (whether or not the Company then in subject to the requirements of the Exchange Act).
A Change in Control shall exclude:
(i)A public stock offering by the Company; or
(ii)A convertible debt offering by the Company.
1.6Committee. "Committee" means the Compensation Committee of the Board of Directors of the Company or any successor committee thereto.
1.7Company. "Company" means S&T Bancorp, Inc., a Pennsylvania corporation. If the Executive is or becomes employed by an Affiliate of S&T Bancorp, Inc., the "Company" shall be deemed to refer to the Affiliate thereof by which the Executive is employed, except for purposes of the definition of "Change in Control." In such case, references to payments, benefits, privileges or other rights to be accorded by the "Company" shall be deemed to refer to such payments, benefits, privileges or other rights to be accorded by the Affiliate affected by the provisions hereof. Such payments, benefits, privileges or other rights shall be paid and awarded by the Company or such Affiliate as determined by the Company and such Affiliate, but if not promptly paid or awarded by such Affiliate they shall be paid or awarded by the Company.
1.8Disability. "Disability" shall have the meaning given such term in any long-term disability plan of the Company as from time to time in effect or, in the event of the termination of such plan, in any successor plan, or, in the absence of a successor plan, in such plan as last in effect prior to its termination.
1.9Exchange Act. "Exchange Act" means the Securities and Exchange Act of 1934, as amended, or any successor statute.
1.10Good Reason. "Good Reason" means any of the following which occurs without the Executive's consent after a Change in Control:
(a)The material diminution of the Executive's duties, authority or responsibility, or any material change in the geographic location at which the Executive must perform services (in this case, a material change means any location more than forty 40 land-miles from the location prior to the Change in Control);
(b)A material breach by the Company of Sections 3 or 8.1 of this Agreement; or
(c)A material diminution in the Executive's base salary (in this case, a material diminution means a reduction of more than ten percent (10%) in the Executive's annual base salary).
Notwithstanding the foregoing, no such event shall constitute "Good Reason" unless (a) the Executive shall have given written notice of such event to the Company within ninety (90) days after the initial occurrence thereof, (b) the Company shall have failed to cure the situation within thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) the Executive terminates employment within six (6) months after the initial notification of the event constituting Good Reason.
1.11"Irrevocable Release" means a general release of claims, [in the form attached hereto as Exhibit A], that has been executed by the Executive and for which the revocation period under Age Discrimination in Employment Act of 1967, as amended, and the terms of the release have expired.
1.12Termination for Cause. "Termination for Cause" means termination of the employment of the Executive because of the Executive's:
(a)Failure to substantially perform employment duties (other than by reason of Disability), after reasonable demand for substantial performance has been delivered by the Company specifically identifying the manner in which the Company believes the Executive has not performed the Executive's duties, and the Executive has been given a reasonable opportunity to cure any deficiencies in performance;
(b)Willful conduct that demonstrably results in material injury to the Company;
(c)Personal dishonesty or breach of fiduciary duty to the Company that in either case results or was intended to result in personal profit to the Executive at the expense of the Company; or
(d)Willful violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment or supervisory agreement, which violation demonstrably results in material injury to the Company.
1.13Triggering Event. "Triggering Event" means:
(a)Except as provided in subsection (b) of this Section 1.13,
(i)any involuntary termination of the Executive's employment by the Company within six [6] months preceding a Change of Control without the Executive's express written consent;
(ii)any involuntary termination of the Executive's employment by the Company within two [2] years following a Change in Control without the Executive's express written consent; or
(iii)any termination of the Executive's employment by the Executive for Good Reason within two [2] years following a Change in Control.
(b)The following circumstances shall not constitute a Triggering Event within the meaning of this Section:
(i)Termination of the Executive's employment by reason of the Executive's death;
(ii)Termination of the Executive's employment as a result of Disability;
(iii)Termination of the Executive's employment for Cause; or
(iv)Voluntary termination of employment by the Executive other than for Good Reason.
2.Benefits Upon Occurrence of Triggering Event.
2.1If a Triggering Event occurs, then in lieu of any further salary payment to the Executive for periods subsequent to the date of termination, the Company shall pay as severance to the Executive, in a lump-sum and in cash, an amount equal to the sum of (a) two hundred percent [200%] of the sum of (a) the Executive's annual base salary and target annual bonus, and (b) the product of (i) the Executive's target annual bonus and (ii) a fraction the numerator of which is the number of days from the first day of the calendar year in which the Executive's termination of employment occurs to the date of the Executive's termination of employment and the denominator of which is three hundred and sixty five [365]. For purposes of the preceding sentence, the Executive's base salary and target
annual bonus shall be those as in effect immediately preceding the earlier of the date of the Change in Control or the date of the Executive's termination of employment. For purposes of this Agreement, the Executive's annual base salary shall mean the stated annual base salary (excluding bonuses, benefits under any benefit plan, incentive compensation, compensation paid in stock, and other fringe benefits) payable to the Executive for services rendered to the Company. The lump-sum payment provided for by this Section 2.1 shall be paid at the time provided for in Section 2.4 hereof and shall be subject to the Irrevocable Release requirement set forth in Section 2.3 hereof.
2.2If a Triggering Event described in Section l.13(a)(i) occurs, the Company shall pay to the Executive a lump-sum cash payment equal the sum of monthly COBRA Amounts for the period from the Executive's termination of employment until the date of the Change in Control (the "Lump-Sum COBRA Payment") and with respect to the remainder of the Benefits Continuation Period, shall pay to the Executive the COBRA Amount on a monthly basis. If a Triggering Event described in Sections l.13(a)(ii) or (iii) occurs, the Company shall pay to the Executive during the Benefits Continuation Period the COBRA Amount on a monthly basis (beginning with the month of the Executive's termination of employment). The Lump-Sum COBRA Payment and the monthly COBRA payments provided for by this Section 2.2 shall be paid (or commence to be paid) at the time provided for in Section 2.4 hereof and shall be subject to the Irrevocable Release requirement set forth in Section 2.3 hereof.
2.3Notwithstanding the foregoing provisions of this Section 2: (a) the Executive's entitlement to the payments and benefits provided for by Sections 2.1, and 2.2, and (the "Severance Benefits") shall be subject to and conditioned upon the Executive providing to the Company an Irrevocable Release Agreement in a form substantially similar to EXHIBIT A attached hereto, not later than forty- five [45] days after the date of the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the date of the Change in Control) and (b) the Executive's entitlement to the Severance Benefits shall be subject to and conditioned upon the Executive complying with Sections 4 and 5 of this Agreement.
2.4Subject to the preceding provisions of this Section 2, the Severance Benefits shall be paid or provided (or commence to be paid or provided) within five [5] business days after the Executive has satisfied the Irrevocable Release requirement set forth in Section 2.3; provided, however, that if the 45-day period following the date of the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the date of the Change in Control) begins in
one calendar year and ends in another, the Severance Benefits shall, to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), be paid or provided (or commence to be paid or provided) within five [5] business days following the later of (A) the end of the calendar year in which the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the Change in Control) occurs or (B) the date the Executive satisfies the Irrevocable Release requirement described in Section 2.3.
2.5Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.
2.6Benefits described under Section 2.1 through 2.2 of this Agreement will not be included as additional compensation or service for the purpose of determining qualified or nonqualified retirement benefits under any program sponsored by the Company.
3.Benefits Following a Change in Control.
3.1Following a Change in Control, the Company or its successor shall provide to the Executive (or cause to be provided to the Executive) (a) benefits substantially similar to those enjoyed by the Executive under any of the Company's and its Affiliates' pension, life insurance, medical, health and accident, disability or other welfare plans (but not including annual bonus and short-term and long-term incentive or equity-based compensation plans in which the Executive was participating at the time of the Change in Control) unless the nature of the change in benefit levels is consistent with changes to benefits levels provided to employees at the same or equivalent level or title as the Executive and (b) annual bonus and short-term and long-term incentive compensation opportunities that are not less favorable to the Executive than those provided to the Executive immediately prior to the Change in Control.
3.2Following a Change in Control the Company or its successors shall provide to the Executive (or cause to be provided to the Executive) the number of paid vacation days to which the Executive is entitled to on the basis of years of service with the Company, the Bank, and their Affiliates in accordance with the applicable vacation policy of the Company, the Bank, or applicable Affiliates in effect at the time of a Change in Control.
4.Non-Competition and Non-Solicitation.
4.1Upon Executive's first receipt of Severance Benefits, Executive agrees that for the twelve (12) month period thereafter, the Executive will not, without the written consent of the Company, directly or indirectly:
(a)own any interest in, manage, operate, control, be employed by, render consulting or advisory services to, or participate in or be connected with the management or control of any business that is then engaged, or proposing to engage, in the operation of a Competing Business in the Territory. For purposes of this Agreement, "Competing Business" means any entity or business engaged in the banking or financial services business (including commercial banks, savings banks, credit unions, mortgage companies, savings and loan associations, trust companies, investment advisory or sales businesses, and any similar financial institutions), or any other entity or business engaged in a business in which the Company, the Bank, or any of their Affiliates are engaged,or are contemplating becoming engaged, at the time of termination of the Executive's employment; and "Territory" means the counties within Pennsylvania in which the Company, the Bank, or any of their Affiliates conducts operations as of the date of this Agreement and any other counties in Pennsylvania or any other state in which, during the period of the Executive's employment, the Company, the Bank, or any of their Affiliates conduct operations; provided, however, that the Executive may, without violating this Agreement, own as a passive investment not in excess of one percent (1%) of the outstanding capital stock or other equity interests of a corporation or other entity whose shares or other equity interests are publicly traded on an established securities market;
(b)solicit or in any way contact any Customer(s) of the Company, Bank or any of their Affiliates for the purposes of directly or indirectly furnishing any financial, wealth management, insurance, or other banking services that the Company, Bank or Affiliates provide, or is permitted by law to provide, on the date the Executive's employment is terminated. The term "Customer(s)" as used herein, shall mean any individual, corporation, partnership, business or other entity, whether for-profit or not-for-profit (i) whose existence and business is known to Executive as a result of Executive's access to customer lists, customer account information, or other business related information; or (ii) that is a business entity or individual with whom Executive has contracted on behalf of the Company or Bank., performed services for, or negotiated with, during the two (2) year period preceding the termination of Executive's employment, and
(c)solicit, or assist any other person or entity in soliciting, any employee of the Company, Bank, or any of their Affiliates to perform services for any entity (other than the Company, the Bank, or any of their Affiliates), or
encourage any employee of the Company, the Bank, or any of their Affiliates to leave their employment with the Company.
4.2In the event the Executive breaches any of the provisions contained in Section 4.1 and the Company seeks compliance with such provisions by judicial proceedings, the time period during which the Executive is restricted by such provisions shall be extended by the time during which the Executive has actually competed with the Company, the Bank or any of their Affiliates or been in violation of any such provision and any period of litigation required to enforce the Executive's obligations under this Agreement.
4.3The Executive and the Company intend that Section 4 of this Agreement be enforced as written. However, if one or more of the provisions contained in Section 4 shall for any reason be held to be unenforceable because of the duration or scope of such provision or the area covered thereby, the Executive and the Company agree that the court making such determination shall have the full power to reform, by "blue penciling" or any other means, the duration, scope and/or area of such provision and in its reformed form such provision shall then be enforceable and shall be binding on the parties.
5.Confidentiality and Non-Disclosure. The Executive hereby agrees that, during the period of the Executive's employment by the Company, the Bank, or any of their Affiliates and thereafter, the Executive agrees to maintain the confidentiality of their Confidential Information. "Confidential Information" shall include, but is not necessarily limited to, any information concerning accounts, sales and sales volume; any information related to Customers or prospective Customers, prospect lists, business strategies, business manuals, software products, patented products, copyrighted information, operating methods, all information (in whatever form) that is not generally known to the public, and any other trade secret or proprietary information belonging to or relating to the Company's, the Bank's or their Affiliate's affairs, that is not public information.
6.Injunctive Relief. It is impossible to measure in money the damages that will accrue to the Company, the Bank, or any of their Affiliates in the event that the Executive breaches any of the restrictive covenants set forth in Sections 4 and 5 above (the "Restrictive Covenants"). In the event that the Executive breaches any of the Restrictive Covenants, the Company, Bank or Affiliated organization shall be entitled to an injunction restraining the Executive from violating such Restrictive Covenant without posting a bond in excess of one thousand dollars ($1,000.00). If the Company, Bank or Affiliated organization institutes any action or proceeding to enforce any such Restrictive Covenant, the
Executive hereby waives the claim or defense that the Company, the Bank, or any of their Affiliates has an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that the Company, the Bank, or any of their Affiliates has an adequate remedy at law. In the event the Company, Bank or Affiliated organization obtains any such injunction, order, decree or other relief, in law or in equity, the Executive shall be responsible for reimbursement of all costs associated with obtaining the relief, including reasonable attorneys' fees, expenses and costs of suit. The Executive further covenants and agrees that any order of court or judgment which enforces the Company's, Bank's or Affiliated organization's rights under this Agreement may be transferred, without objection or opposition by the Executive, to any court of law or other appropriate law enforcement body located in any State or Commonwealth in the U.S.A. where the Executive resides or works, and that said court or body shall give full force and effect to said order and or judgment.
7.Choice of law, Jurisdiction and Venue. The parties agree that this Agreement shall be deemed to have been made and entered into in Indiana County, Pennsylvania, and that the Law of the Commonwealth of Pennsylvania shall govern this Agreement except where Federal law may be applicable, without regard to conflict of laws principles. Jurisdiction and venue is exclusively limited in any proceeding by the Company or the Executive to enforce their rights hereunder to the Court of Common Pleas located in Indiana County, Pennsylvania or the United States Court for the Western District of Pennsylvania. The Executive hereby waives any objections to the jurisdiction and venue of the aforementioned Courts, including any objection to personal jurisdiction, venue, and/or forum non- conveniens, in any proceeding by the Company to enforce its rights hereunder.
The Executive agrees not to object to any petition filed by the Company to remove an action filed in a different venue than those set forth herein. To the extent that the Company obtains a judgment against the Executive, the Executive agrees that that judgment may be transmitted to any jurisdiction where Executive lives or resides without the Executive's objection.
8.Miscellaneous.
8.1Binding Effect. This Agreement shall be binding upon any successor or successors of the Company due to a Change in Control or otherwise.
8.2Partial Invalidity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
8.3No Effect on Other Rights. The payment or obligation to pay any monies, or granting of any rights or privileges to the Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has under any benefit plan or program presently outstanding.
8.4No Right to Continued Employment. Nothing in this Agreement shall be construed as giving the Executive the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge the Executive at any time and for any lawful reason, subject in all cases to the terms of this Agreement.
8.5Entire Agreement. This Agreement constitutes an amendment and restatement of the Prior Agreement and contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral, including the Prior Agreement. No agreements or representations, oral or otherwise, expressed or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
8.6Modifications; Waivers. Subject to Section 10, no provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company, except that the terms of this Agreement may be terminated or amended by the Company and the Executive at any time prior the occurrence of a Change in Control. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
8.7No Mitigation. The Company agrees that if a Triggering Event occurs, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Moreover, the amount of any payment or benefit provided for under this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the
Company, or otherwise.
8.8Assignment of Rights or Interest. Except as otherwise provided herein or by law, no right or interest of the Executive under this Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of
law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under this Agreement shall be liable for, or subject to, any obligation or liability of the Executive. The Company shall have the right to assign this Agreement in connection with a Change In Control, and the Executive agrees to be obligated by this Agreement to any successor, assign or surviving entity. Any assignee or successor to the Company is an intended third party beneficiary of this Agreement.
8.9Payment of Benefits Upon Death of the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.
8.10Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person or by overnight courier or if mailed by United States registered mail, return receipt requested, postage prepaid, to the following addresses:
If to the Company:
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
Attention: Chairman
If to the Executive:
Executive's last known address.
Either party may change its address for notices by written notice to the other party in accordance with this Section 8.10.
8.11Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.
8.12Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
9.Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Benefits or any other payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code" (the "Excise Tax"), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax. All amounts payable in consideration of the Executive's covenants pursuant to Section 4, 5, and 6, as determined by a valuation firm selected by the Company and reasonably acceptable to the Executive, shall, for purposes of the determinations made under this Section 9, be excluded from the amounts considered "parachute payments" to the maximum extent permitted under Section 280G of the Code. All determinations required to be made under this Section 9 shall be made by tax counsel selected by the Company and reasonably acceptable to the Executive ("Tax Counsel"), which determinations shall be conclusive and binding on the Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. In the event the Total Benefits must be reduced in order to comply with this Section 9, the cash payment provided for by Section 2.1 shall first be reduced (if necessary, to zero), then payment of the COBRA Amounts and any Life Insurance Lump-Sum Amount shall be reduced proportionately, then the Life Insurance Benefit provided in Sections 2.3 shall next be reduced, and then any payments and benefits not provided under this Agreement shall be reduced in that order so that no portion of the Total Benefits is subject to the Excise Tax. All such reductions shall be made in a manner intended to comply with Section 409A of the Code.
10.Term of Agreement.
10.1The term of this agreement shall begin on January 1, 2015, and end at 11:59 p.m. on December 31, 2015, and shall automatically be extended for an additional year each December 31 after January 1, 2015, unless either party delivers written notice of non-renewal to the other party within 90 days prior to the renewal date; provided, however, that if a Change in Control has occurred during the original or extended term, the term of the Agreement shall end no earlier than 36 calendar months after the end of the calendar month in which the Change in Control occurs.
11.Compliance with Code Section 409A.
This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and the Agreement shall be interpreted in accordance with such requirements. If any provision contained in the Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining the Executive's entitlement to the Severance Benefits, the Executive's employment shall not be deemed to have terminated unless and until the Executive incurs a "separation from service" as defined in Section 409A of the Code.
Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a "separation from service" for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Executive is determined to be a "specified employee" (as determined under Treas. Reg. § 1.409A-l(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of the Executive's separation from service (or, if earlier, the date of the Executive's death). Any installment payments that are delayed pursuant to this Section 11 shall be accumulated and paid in a lump-sum on the first day of the seventh month following the Date of Termination (or, if earlier, upon the Executive's death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits are covered by (i) the "short-term deferral exception" set forth in Treas. Reg. § l.409A-l(b)(4), (ii) the "two times severance exception" set forth in Treas. Reg. § l.409A-1(b)(9)(iii), or (iii) the "limited payments exception" set forth in Treas. Reg. § 1.409A-l(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits in order of payment in such manner as results in the maximum exclusion of such Severance Payments from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on the
Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the date and year first above written, and agree to be bound legally hereby.
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| S&T BANCORP, INC. |
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EXECUTIVE: |
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By: /s/ Jeffrey D. Grube |
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By: /s/ LaDawn D. Yesho |
| Name: Jeffrey D. Grube |
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Name: LaDawn D. Yesho |
| Title: Chairman, Compensation Committee |
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Title: Executive Vice President |
| Date: April 20, 2015 |
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Date: April 1, 2015 |
EXHIBIT A
IRREVOCABLE RELEASE AGREEMENT
This IRREVOCABLE RELEASE AGREEMENT (the "Agreement") is entered into effective as of the latest date set forth below (the "Effective Date"), by and between LaDawn D. Yesho (the "Executive") and S&T Bancorp, Inc. (the "Company").
WHEREAS, the Company and the Executive are party to a Severance Agreement (as the same may be amended from time to time, the "Severance Agreement"'), pursuant to which the Executive is eligible, subject to the terms and conditions set forth in the Severance Agreement, to receive certain "Severance Benefits" (as defined in the Severance Agreement) in the event of certain qualifying terminations of employment;
WHEREAS, the Executive's employment terminated on (the "Separation Date"); and
WHEREAS, as a condition to, and in consideration for, receiving Severance Benefits, the Executive is required to deliver to the Company a general release on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained. of other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties, it is agreed as follows:
I.Release of Claims. In consideration for the Severance Benefits provided to the Executive under the Severance Agreement, the Executive hereby expressly waives, releases, acquits and forever discharges the Company and its predecessors, successors, assigns, divisions, subsidiaries, affiliates, parents, officers, directors, employees, members, managers, supervisors, employees, partners, agents, attorneys and representatives, and each of their affiliates (hereinafter the "Released Parties"), from any and all claims, demands, and causes of action which the Executive has or claims to have, whether known or unknown, of whatever nature, which exist or may exist as of the date of this Agreement. As used in this Agreement, "claims," "demands," and "causes of action" include, but are not limited to, contract claims, equitable claims, fraud claims, tort claims, discrimination claims, harassment claims, retaliation claims, personal injury claims, emotional distress claims, public policy claims, wage claims, claim for equity compensation and/or for vesting or accelerated vesting of equity compensation, claims for severance pay, vacation pay, debts, accounts, attorneys' fees, compensatory damages, punitive damages, and/or liquidated damages, and any and all claims arising under the Americans with Disabilities Act, the Family and Medical Leave Act, , or any other federal, state or local statute governing employment, including but not limited to Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment Retraining and Notification Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Older Workers Benefit Protection Act, or any amendments to the above acts. The Executive specifically agrees that this Agreement extends to claims which the Executive does not know or suspect to exist in the Executive's favor and which, if the Executive did know to exist, would have materially affected this Agreement with the Company.
II.Release of Claims for Age Discrimination. Without in any way limiting the generality or scope of the release of claims set forth in Section 1 of this Agreement, the Executive hereby understands and agrees to release any and all claims, rights or benefits the Executive may have arising out of or under the Age Discrimination in Employment Act of 1967 ("ADEA''), 29 U.S.C. § 621, et seq., as amended, the Older Workers Benefit Protection Act, as amended. or any equivalent or comparable provision of federal, state or local law.
A. The Executive acknowledges that Company has advised him in writing to consult with an attorney of his choice before signing this Agreement, and the Executive has been given the opportunity to consult with an attorney of his choice before signing this Agreement.
B. The Executive acknowledges that the Executive has been given the opportunity to review and consider this Agreement for a full twenty-one (21) days before signing it. and that, if the Executive has signed this Agreement in less than that time, the Executive has done so voluntarily in order to obtain sooner the benefits of this Agreement.
C. The Executive further acknowledges that the Executive may revoke this Agreement within seven (7) days after signing it, provided that this Agreement will not become effective until such seven (7) day period has expired. To be effective, any such revocation must be in writing and delivered to the Company's principal place of business by the close of business on the seventh (7th) day after signing the Agreement and must expressly state the Executive's intention to revoke this Agreement. Provided that the Executive does not timely revoke this Agreement, the eighth (8th) day following the Executive's execution hereof shall be deemed the "Effective Date" of this Agreement.
D. The Executive and the Company also agree that the release provided by the Executive in this Agreement does not include a release for claims under the ADEA arising after the date the Executive signs this Agreement.
E. The Executive further acknowledges and agrees that the amounts the Executive is to receive under the Executive's Severance Agreement exceed the amounts to which the Executive would otherwise be entitled upon his separation from employment with Company.
F. Notwithstanding anything to the contrary in herein, this Agreement does not extend to (a) any breach by the Company of this Agreement, (b) any rights to indemnification or the Company's certificate of incorporation or by-laws, or (c) any rights that as a matter of law cannot be waived and released or to any statutory or contractual rights of indemnification. such as claims for violation of the Fair Labor Standards Act, claims for workers' compensation benefits and claims for vested retirement or welfare benefits, if any, under any Company sponsored plans.
III. No Filing of Claims. The Executive represents and warrants that the Executive does not presently have on file, and further represents and warrants to the maximum extent allowed by law that the Executive will not hereafter file, any lawsuits, claims, charges, grievances or complaints against the Company and/or the Released Parties in or with any administrative, state, federal or governmental entity. agency, board or court. or before any other tribunal or panel or arbitrators, public or private, based upon any actions or omissions by the Company and/or the
Released Parties occurring prior to the Effective Date of this Agreement. Notwithstanding the foregoing, this Agreement is not intended to and does not prevent, restrict, or interfere with Executive's rights to: (i) to challenge the validity of this Agreement under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act, (ii) file a charge or complaint with any appropriate federal, state, or local agency, including the United States Equal Employment Opportunity Commission, or (iii) participate in or cooperate with any such charge or complaint procedure. In the event that an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are released by Paragraphs 1 or 2, the Executive hereby agrees not to accept, recover, or receive any resulting money damages or other relief that otherwise would be due in excess of $500.00.
IV. No Injuries. The Executive certifies that as of the Separation Date, the Executive is not suffering from a work-related injury and that the Executive has not failed to report a work- related injury to Company.
V. Compliance With Restrictive Covenants. The Executive represents and warrants that, through the date on which the Executive executes this Agreement, the Executive has been in compliance with Section 7 and 8 of the Severance Agreement (the "Restrictive Covenants"). The Executive acknowledges and agrees that, following termination of employment; the Executive will continue to be bound by the Restrictive Covenants as provided in, and subject to the terms of, the Severance Agreement.
VI. Estoppel. The Executive agrees that in the event that the Executive chooses to file a legal claim or charge against the Company and/or any of the Releasees, that the Company and/or the Releasees may present this Agreement for purposes of having the claim or charge dismissed in its entirety without objection from Executive.
VII. Integration. This Agreement sets forth the entire agreement between the Company and the Executive pertaining to the subject matter hereof (except as otherwise set forth herein) and fully supersedes any and all prior agreements or understandings between the Company and the Executive pertaining to the subject matter hereof (except as otherwise set forth herein). This Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the parties hereto.
VIII. Successors and Assigns. This Agreement shall be binding upon the Executive and upon the Executive's heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. This Agreement shall be binding upon the Company and upon the Company's assigns and shall inure to the benefit of the Executive and his heirs, administrators, representatives, executors, successors, and assigns.
IX. Pennsylvania Law/Forum. This Agreement shall, in all respects, be interpreted, enforced and governed under the laws of the Commonwealth of Pennsylvania applicable to contracts executed and performed in Pennsylvania without giving effect to conflicts of law principles.
X. No Admission of Wrongdoing. This Agreement shall not in any way be construed as an admission by the Company of any acts of unlawful conduct, wrongdoing or discrimination
against the Executive, and the Company specifically disclaims any liability to the Executive on the part of itself, its employees, or its agents. This Agreement shall not in any way be construed as an admission by the Executive of any acts of unlawful conduct, wrongdoing or discrimination against the Company, and the Executive specifically disclaims any liability to Company on the part of his agents.
XI. Severability. If any provision, or portion thereof, of this Agreement is held to be invalid or unenforceable or to be contrary to public policy or any law, for any reason, the remainder of the Agreement shall not be affected thereby.
XII. Voluntary Agreement. THE EXECUTIVE UNDERSTANDS AND AGREE THAT THE EXECUTIVE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT THE EXECUTIVE HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY, AFTER HAYING THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE EXECUTIVE'S OWN CHOOSING, WITH A FULL UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.
XIII.Counterparts. This Agreement may be signed in counterparts. each of which shall be considered an original for all purposes, and all of which taken together shall constitute one and the same written agreement.
BY SIGNING BELOW, I AM FREELY AND KNOWINGLY ENTERING INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL RELEASABLE CLAIMS THAT I HAVE OR MIGHT HAVE AGAINST RELEASEES AND DO SO WITH THE UNDERSTANDING THAT NOTHING HEREIN IS INTENDED TO PREVENT ME FROM FILING A CHARGE WITH ANY APPROPRIATE FEDERAL STATE OR LOCAL AGENCY, OR COOPERATING IN ITS INVESTIGATION. I HAVE READ THE ABOVE TERMS OF THIS GENERAL RELEASE AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY THE TERMS SET FORTH HEREIN ABOVE.
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND HEREBY, the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, on the date(s) set forth below.
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| S&T BANCORP, INC. |
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EXECUTIVE: |
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| By: _________________________________ |
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By: _________________________________ |
| Title: ________________________________ |
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Title: ________________________________ |
| Date: ________________________________ |
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Date: ________________________________ |
EX-10.2
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exhibit102.htm
EX-10.2
Document
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the latest date set forth below by and between S&T Bancorp, Inc. (the "Company") and President and Chief Lending Office, David G. Antolik (the "Executive").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company has determined that the Executive's service to the Company is important to the continued success of the Company S&T Bank (the "Bank") and their Affiliates;
WHEREAS, the Executive has previously executed a severance agreement with the Company (the "Prior Agreement");
WHEREAS, the Company wishes to amend and restate the Prior Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:
1.Definitions. For the purposes of this Agreement, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:
1.1Affiliate. "Affiliate" means (a) any person, other than a natural person, who, with respect to the Company, is an "affiliate" as defined in Rule 405 under the Securities Act of 1933, as amended, or any successor rule, or (b) any entity more than twenty-five percent (25%) of the common stock or other equity interest of which is owned or controlled by the Company, either directly or indirectly.
1.2Bank. "Bank" means S&T Bank, a Pennsylvania state-chartered bank and wholly-owned subsidiary of the Company.
1.3Benefits Continuation Period. "Benefits Continuation Period" means if a Triggering Event has occurred, the two-year period immediately following the Executive's termination of employment.
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1.4COBRA Amount. "COBRA Amount" means an amount equal, on an after-tax basis, to the amount of the COBRA premium payable under the Company's group medical plan by a qualified beneficiary for the level of coverage in effect for the Executive immediately prior to termination of employment, calculated using an assumed combined state and federal tax rate for the Executive of forty-five percent [45%].
1.5Change In Control. "Change in Control" means the occurrence of any of the following:
(a)Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first written above), other than a pension, profit-sharing or other employee benefit plan established by the Company or the Bank, that is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act in effect as of the date first written above), directly or indirectly, of securities of the Company representing twenty- five percent [25%] or more of the combined voting power of the Company's then outstanding securities;
(b)During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least a majority of the directors then in office who were directors at the beginning of the period;
(c)The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
(d)The stockholders of the Company or the Board of Directors of the Company or of the Bank approve a plan of complete liquidation or an agreement for the sale of or disposition (in one transaction or a series of transactions) of all or substantially all of the Company's or the Bank's assets;
(e)Any other event that constitutes a change in control of a nature that would be required to be reported by the Company in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act or
any successor provision (whether or not the Company then in subject to the requirements of the Exchange Act).
A Change in Control shall exclude:
(i)A public stock offering by the Company; or
(ii)A convertible debt offering by the Company.
1.6Committee. "Committee" means the Compensation Committee of the Board of Directors of the Company or any successor committee thereto.
1.7Company. "Company" means S&T Bancorp, Inc., a Pennsylvania corporation. If the Executive is or becomes employed by an Affiliate of S&T Bancorp, Inc., the "Company" shall be deemed to refer to the Affiliate thereof by which the Executive is employed, except for purposes of the definition of "Change in Control." In such case, references to payments, benefits, privileges or other rights to be accorded by the "Company" shall be deemed to refer to such payments, benefits, privileges or other rights to be accorded by the Affiliate affected by the provisions hereof. Such payments, benefits, privileges or other rights shall be paid and awarded by the Company or such Affiliate as determined by the Company and such Affiliate, but if not promptly paid or awarded by such Affiliate they shall be paid or awarded by the Company.
1.8Disability. "Disability" shall have the meaning given such term in any long-term disability plan of the Company as from time to time in effect or, in the event of the termination of such plan, in any successor plan, or, in the absence of a successor plan, in such plan as last in effect prior to its termination.
1.9Exchange Act. "Exchange Act" means the Securities and Exchange Act of 1934, as amended, or any successor statute.
1.10Good Reason. "Good Reason" means any of the following which occurs without the Executive's consent after a Change in Control:
(a)The material diminution of the Executive's duties, authority or responsibility, or any material change in the geographic location at which the Executive must perform services (in this case, a material change means any location more than forty 40 land-miles from the location prior to the Change in Control);
(b)A material breach by the Company of Sections 3 or 8.1 of this Agreement; or
(c)A material diminution in the Executive's base salary (in this case, a material diminution means a reduction of more than ten percent (10%) in the Executive's annual base salary).
Notwithstanding the foregoing, no such event shall constitute "Good Reason" unless (a) the Executive shall have given written notice of such event to the Company within ninety (90) days after the initial occurrence thereof, (b) the Company shall have failed to cure the situation within thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) the Executive terminates employment within six (6) months after the initial notification of the event constituting Good Reason.
1.11"Irrevocable Release" means a general release of claims, [in the form attached hereto as Exhibit A], that has been executed by the Executive and for which the revocation period under Age Discrimination in Employment Act of 1967, as amended, and the terms of the release have expired.
1.12Termination for Cause. "Termination for Cause" means termination of the employment of the Executive because of the Executive's:
(a)Failure to substantially perform employment duties (other than by reason of Disability), after reasonable demand for substantial performance has been delivered by the Company specifically identifying the manner in which the Company believes the Executive has not performed the Executive's duties, and the Executive has been given a reasonable opportunity to cure any deficiencies in performance;
(b)Willful conduct that demonstrably results in material injury to the Company;
(c)Personal dishonesty or breach of fiduciary duty to the Company that in either case results or was intended to result in personal profit to the Executive at the expense of the Company; or
(d)Willful violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment or supervisory agreement, which violation demonstrably results in material injury to the Company.
1.13Triggering Event. "Triggering Event" means:
(a)Except as provided in subsection (b) of this Section 1.13,
(i)any involuntary termination of the Executive's employment by the Company within six [6] months preceding a Change of Control without the Executive's express written consent;
(ii)any involuntary termination of the Executive's employment by the Company within two [2] years following a Change in Control without the Executive's express written consent; or
(iii)any termination of the Executive's employment by the Executive for Good Reason within two [2] years following a Change in Control.
(b)The following circumstances shall not constitute a Triggering Event within the meaning of this Section:
(i)Termination of the Executive's employment by reason of the Executive's death;
(ii)Termination of the Executive's employment as a result of Disability;
(iii)Termination of the Executive's employment for Cause; or
(iv)Voluntary termination of employment by the Executive other than for Good Reason.
2.Benefits Upon Occurrence of Triggering Event.
2.1If a Triggering Event occurs, then in lieu of any further salary payment to the Executive for periods subsequent to the date of termination, the Company shall pay as severance to the Executive, in a lump-sum and in cash, an amount equal to the sum of (a) three hundred percent [300%] of the sum of (a) the Executive's annual base salary and target annual bonus, and (b) the product of (i) the Executive's target annual bonus and (ii) a fraction the numerator of which is the number of days from the first day of the calendar year in which the Executive's termination of employment occurs to the date of the Executive's termination of employment and the denominator of which is three hundred and sixty five [365]. For purposes of the preceding sentence, the Executive's base salary and target
annual bonus shall be those as in effect immediately preceding the earlier of the date of the Change in Control or the date of the Executive's termination of employment. For purposes of this Agreement, the Executive's annual base salary shall mean the stated annual base salary (excluding bonuses, benefits under any benefit plan, incentive compensation, compensation paid in stock, and other fringe benefits) payable to the Executive for services rendered to the Company. The lump-sum payment provided for by this Section 2.1 shall be paid at the time provided for in Section 2.4 hereof and shall be subject to the Irrevocable Release requirement set forth in Section 2.3 hereof.
2.2If a Triggering Event described in Section l.13(a)(i) occurs, the Company shall pay to the Executive a lump-sum cash payment equal the sum of monthly COBRA Amounts for the period from the Executive's termination of employment until the date of the Change in Control (the "Lump-Sum COBRA Payment") and with respect to the remainder of the Benefits Continuation Period, shall pay to the Executive the COBRA Amount on a monthly basis. If a Triggering Event described in Sections l.13(a)(ii) or (iii) occurs, the Company shall pay to the Executive during the Benefits Continuation Period the COBRA Amount on a monthly basis (beginning with the month of the Executive's termination of employment). The Lump-Sum COBRA Payment and the monthly COBRA payments provided for by this Section 2.2 shall be paid (or commence to be paid) at the time provided for in Section 2.4 hereof and shall be subject to the Irrevocable Release requirement set forth in Section 2.3 hereof.
2.3Notwithstanding the foregoing provisions of this Section 2: (a) the Executive's entitlement to the payments and benefits provided for by Sections 2.1, and 2.2, and (the "Severance Benefits") shall be subject to and conditioned upon the Executive providing to the Company an Irrevocable Release Agreement in a form substantially similar to EXHIBIT A attached hereto, not later than forty- five [45] days after the date of the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the date of the Change in Control) and (b) the Executive's entitlement to the Severance Benefits shall be subject to and conditioned upon the Executive complying with Sections 4 and 5 of this Agreement.
2.4Subject to the preceding provisions of this Section 2, the Severance Benefits shall be paid or provided (or commence to be paid or provided) within five [5] business days after the Executive has satisfied the Irrevocable Release requirement set forth in Section 2.3; provided, however, that if the 45-day period following the date of the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the date of the Change in Control) begins in
one calendar year and ends in another, the Severance Benefits shall, to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), be paid or provided (or commence to be paid or provided) within five [5] business days following the later of (A) the end of the calendar year in which the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the Change in Control) occurs or (B) the date the Executive satisfies the Irrevocable Release requirement described in Section 2.3.
2.5Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.
2.6Benefits described under Section 2.1 through 2.2 of this Agreement will not be included as additional compensation or service for the purpose of determining qualified or nonqualified retirement benefits under any program sponsored by the Company.
3.Benefits Following a Change in Control.
3.1Following a Change in Control, the Company or its successor shall provide to the Executive (or cause to be provided to the Executive) (a) benefits substantially similar to those enjoyed by the Executive under any of the Company's and its Affiliates' pension, life insurance, medical, health and accident, disability or other welfare plans (but not including annual bonus and short-term and long-term incentive or equity-based compensation plans in which the Executive was participating at the time of the Change in Control) unless the nature of the change in benefit levels is consistent with changes to benefits levels provided to employees at the same or equivalent level or title as the Executive and (b) annual bonus and short-term and long-term incentive compensation opportunities that are not less favorable to the Executive than those provided to the Executive immediately prior to the Change in Control.
3.2Following a Change in Control the Company or its successors shall provide to the Executive (or cause to be provided to the Executive) the number of paid vacation days to which the Executive is entitled to on the basis of years of service with the Company, the Bank, and their Affiliates in accordance with the applicable vacation policy of the Company, the Bank, or applicable Affiliates in effect at the time of a Change in Control.
4.Non-Competition and Non-Solicitation.
4.1Upon Executive's first receipt of Severance Benefits, Executive agrees that for the twelve (12) month period thereafter, the Executive will not, without the written consent of the Company, directly or indirectly:
(a)own any interest in, manage, operate, control, be employed by, render consulting or advisory services to, or participate in or be connected with the management or control of any business that is then engaged, or proposing to engage, in the operation of a Competing Business in the Territory. For purposes of this Agreement, "Competing Business" means any entity or business engaged in the banking or financial services business (including commercial banks, savings banks, credit unions, mortgage companies, savings and loan associations, trust companies, investment advisory or sales businesses, and any similar financial institutions), or any other entity or business engaged in a business in which the Company, the Bank, or any of their Affiliates are engaged,or are contemplating becoming engaged, at the time of termination of the Executive's employment; and "Territory" means the counties within Pennsylvania in which the Company, the Bank, or any of their Affiliates conducts operations as of the date of this Agreement and any other counties in Pennsylvania or any other state in which, during the period of the Executive's employment, the Company, the Bank, or any of their Affiliates conduct operations; provided, however, that the Executive may, without violating this Agreement, own as a passive investment not in excess of one percent (1%) of the outstanding capital stock or other equity interests of a corporation or other entity whose shares or other equity interests are publicly traded on an established securities market;
(b)solicit or in any way contact any Customer(s) of the Company, Bank or any of their Affiliates for the purposes of directly or indirectly furnishing any financial, wealth management, insurance, or other banking services that the Company, Bank or Affiliates provide, or is permitted by law to provide, on the date the Executive's employment is terminated. The term "Customer(s)" as used herein, shall mean any individual, corporation, partnership, business or other entity, whether for-profit or not-for-profit (i) whose existence and business is known to Executive as a result of Executive's access to customer lists, customer account information, or other business related information; or (ii) that is a business entity or individual with whom Executive has contracted on behalf of the Company or Bank., performed services for, or negotiated with, during the two (2) year period preceding the termination of Executive's employment, and
(c)solicit, or assist any other person or entity in soliciting, any employee of the Company, Bank, or any of their Affiliates to perform services for any entity (other than the Company, the Bank, or any of their Affiliates), or
encourage any employee of the Company, the Bank, or any of their Affiliates to leave their employment with the Company.
4.2In the event the Executive breaches any of the provisions contained in Section 4.1 and the Company seeks compliance with such provisions by judicial proceedings, the time period during which the Executive is restricted by such provisions shall be extended by the time during which the Executive has actually competed with the Company, the Bank or any of their Affiliates or been in violation of any such provision and any period of litigation required to enforce the Executive's obligations under this Agreement.
4.3The Executive and the Company intend that Section 4 of this Agreement be enforced as written. However, if one or more of the provisions contained in Section 4 shall for any reason be held to be unenforceable because of the duration or scope of such provision or the area covered thereby, the Executive and the Company agree that the court making such determination shall have the full power to reform, by "blue penciling" or any other means, the duration, scope and/or area of such provision and in its reformed form such provision shall then be enforceable and shall be binding on the parties.
5.Confidentiality and Non-Disclosure. The Executive hereby agrees that, during the period of the Executive's employment by the Company, the Bank, or any of their Affiliates and thereafter, the Executive agrees to maintain the confidentiality of their Confidential Information. "Confidential Information" shall include, but is not necessarily limited to, any information concerning accounts, sales and sales volume; any information related to Customers or prospective Customers, prospect lists, business strategies, business manuals, software products, patented products, copyrighted information, operating methods, all information (in whatever form) that is not generally known to the public, and any other trade secret or proprietary information belonging to or relating to the Company's, the Bank's or their Affiliate's affairs, that is not public information.
6.Injunctive Relief. It is impossible to measure in money the damages that will accrue to the Company, the Bank, or any of their Affiliates in the event that the Executive breaches any of the restrictive covenants set forth in Sections 4 and 5 above (the "Restrictive Covenants"). In the event that the Executive breaches any of the Restrictive Covenants, the Company, Bank or Affiliated organization shall be entitled to an injunction restraining the Executive from violating such Restrictive Covenant without posting a bond in excess of one thousand dollars ($1,000.00). If the Company, Bank or Affiliated organization institutes any action or proceeding to enforce any such Restrictive Covenant, the
Executive hereby waives the claim or defense that the Company, the Bank, or any of their Affiliates has an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that the Company, the Bank, or any of their Affiliates has an adequate remedy at law. In the event the Company, Bank or Affiliated organization obtains any such injunction, order, decree or other relief, in law or in equity, the Executive shall be responsible for reimbursement of all costs associated with obtaining the relief, including reasonable attorneys' fees, expenses and costs of suit. The Executive further covenants and agrees that any order of court or judgment which enforces the Company's, Bank's or Affiliated organization's rights under this Agreement may be transferred, without objection or opposition by the Executive, to any court of law or other appropriate law enforcement body located in any State or Commonwealth in the U.S.A. where the Executive resides or works, and that said court or body shall give full force and effect to said order and or judgment.
7.Choice of law, Jurisdiction and Venue. The parties agree that this Agreement shall be deemed to have been made and entered into in Indiana County, Pennsylvania, and that the Law of the Commonwealth of Pennsylvania shall govern this Agreement except where Federal law may be applicable, without regard to conflict of laws principles. Jurisdiction and venue is exclusively limited in any proceeding by the Company or the Executive to enforce their rights hereunder to the Court of Common Pleas located in Indiana County, Pennsylvania or the United States Court for the Western District of Pennsylvania. The Executive hereby waives any objections to the jurisdiction and venue of the aforementioned Courts, including any objection to personal jurisdiction, venue, and/or forum non- conveniens, in any proceeding by the Company to enforce its rights hereunder.
The Executive agrees not to object to any petition filed by the Company to remove an action filed in a different venue than those set forth herein. To the extent that the Company obtains a judgment against the Executive, the Executive agrees that that judgment may be transmitted to any jurisdiction where Executive lives or resides without the Executive's objection.
8.Miscellaneous.
8.1Binding Effect. This Agreement shall be binding upon any successor or successors of the Company due to a Change in Control or otherwise.
8.2Partial Invalidity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
8.3No Effect on Other Rights. The payment or obligation to pay any monies, or granting of any rights or privileges to the Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has under any benefit plan or program presently outstanding.
8.4No Right to Continued Employment. Nothing in this Agreement shall be construed as giving the Executive the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge the Executive at any time and for any lawful reason, subject in all cases to the terms of this Agreement.
8.5Entire Agreement. This Agreement constitutes an amendment and restatement of the Prior Agreement and contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral, including the Prior Agreement. No agreements or representations, oral or otherwise, expressed or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
8.6Modifications; Waivers. Subject to Section 10, no provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company, except that the terms of this Agreement may be terminated or amended by the Company and the Executive at any time prior the occurrence of a Change in Control. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
8.7No Mitigation. The Company agrees that if a Triggering Event occurs, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Moreover, the amount of any payment or benefit provided for under this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.
8.8Assignment of Rights or Interest. Except as otherwise provided herein or by law, no right or interest of the Executive under this Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of
law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under this Agreement shall be liable for, or subject to, any obligation or liability of the Executive. The Company shall have the right to assign this Agreement in connection with a Change In Control, and the Executive agrees to be obligated by this Agreement to any successor, assign or surviving entity. Any assignee or successor to the Company is an intended third party beneficiary of this Agreement.
8.9Payment of Benefits Upon Death of the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.
8.10Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person or by overnight courier or if mailed by United States registered mail, return receipt requested, postage prepaid, to the following addresses:
If to the Company:
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
Attention: Chairman
If to the Executive:
Executive's last known address.
Either party may change its address for notices by written notice to the other party in accordance with this Section 8.10.
8.11Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.
8.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
9.Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Benefits or any other payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code" (the "Excise Tax"), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax. All amounts payable in consideration of the Executive's covenants pursuant to Section 4, 5, and 6, as determined by a valuation firm selected by the Company and reasonably acceptable to the Executive, shall, for purposes of the determinations made under this Section 9, be excluded from the amounts considered "parachute payments" to the maximum extent permitted under Section 280G of the Code. All determinations required to be made under this Section 9 shall be made by tax counsel selected by the Company and reasonably acceptable to the Executive ("Tax Counsel"), which determinations shall be conclusive and binding on the Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. In the event the Total Benefits must be reduced in order to comply with this Section 9, the cash payment provided for by Section 2.1 shall first be reduced (if necessary, to zero), then payment of the COBRA Amounts and any Life Insurance Lump-Sum Amount shall be reduced proportionately, then the Life Insurance Benefit provided in Sections 2.3 shall next be reduced, and then any payments and benefits not provided under this Agreement shall be reduced in that order so that no portion of the Total Benefits is subject to the Excise Tax. All such reductions shall be made in a manner intended to comply with Section 409A of the Code.
10.Term of Agreement.
10.1The term of this agreement shall begin on January 1, 2015, and end at 11:59 p.m. on December 31, 2019, and shall automatically be extended for an additional year each December 31 occurring after January 1, 2020, unless either party delivers written notice of non-renewal to the other party within 90 days prior to the renewal date; provided, however, that if a Change in Control has occurred during the original or extended term, the term of the Agreement shall end no earlier than 36 calendar months after the end of the calendar month in which the Change in Control occurs.
11.Compliance with Code Section 409A.
This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and the Agreement shall be interpreted in accordance with such requirements. If any provision contained in the Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining the Executive's entitlement to the Severance Benefits, the Executive's employment shall not be deemed to have terminated unless and until the Executive incurs a "separation from service" as defined in Section 409A of the Code.
Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a "separation from service" for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Executive is determined to be a "specified employee" (as determined under Treas. Reg. § 1.409A-l(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of the Executive's separation from service (or, if earlier, the date of the Executive's death). Any installment payments that are delayed pursuant to this Section 11 shall be accumulated and paid in a lump-sum on the first day of the seventh month following the Date of Termination (or, if earlier, upon the Executive's death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits are covered by (i) the "short-term deferral exception" set forth in Treas. Reg. § l.409A-l(b)(4), (ii) the "two times severance exception" set forth in Treas. Reg. § l.409A-1(b)(9)(iii), or (iii) the "limited payments exception" set forth in Treas. Reg. § 1.409A-l(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits in order of payment in such manner as results in the maximum exclusion of such Severance Payments from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on the
Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the date and year first above written, and agree to be bound legally hereby.
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| S&T BANCORP, INC. |
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By: /s/ Jeffrey D. Grube |
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| Name: Jeffrey D. Grube |
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| Title: Chairman, Compensation Committee |
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| Date: May 17, 2019 |
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| EXECUTIVE: |
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| /s/ David G. Antolik |
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| Name: David G. Antolik |
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Title: President and Chief Lending Officer |
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| Date: May 17, 2019 |
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EXHIBIT A
IRREVOCABLE RELEASE AGREEMENT
This IRREVOCABLE RELEASE AGREEMENT (the "Agreement") is entered into effective as of the latest date set forth below (the "Effective Date"), by and between David G. Antolik (the "Executive") and S&T Bancorp, Inc. (the "Company").
WHEREAS, the Company and the Executive are party to a Severance Agreement (as the same may be amended from time to time, the "Severance Agreement"'), pursuant to which the Executive is eligible, subject to the terms and conditions set forth in the Severance Agreement, to receive certain "Severance Benefits" (as defined in the Severance Agreement) in the event of certain qualifying terminations of employment;
WHEREAS, the Executive's employment terminated on (the "Separation Date"); and
WHEREAS, as a condition to, and in consideration for, receiving Severance Benefits, the Executive is required to deliver to the Company a general release on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained. of other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties, it is agreed as follows:
I.Release of Claims. In consideration for the Severance Benefits provided to the Executive under the Severance Agreement, the Executive hereby expressly waives, releases, acquits and forever discharges the Company and its predecessors, successors, assigns, divisions, subsidiaries, affiliates, parents, officers, directors, employees, members, managers, supervisors, employees, partners, agents, attorneys and representatives, and each of their affiliates (hereinafter the "Released Parties"), from any and all claims, demands, and causes of action which the Executive has or claims to have, whether known or unknown, of whatever nature, which exist or may exist as of the date of this Agreement. As used in this Agreement, "claims," "demands," and "causes of action" include, but are not limited to, contract claims, equitable claims, fraud claims, tort claims, discrimination claims, harassment claims, retaliation claims, personal injury claims, emotional distress claims, public policy claims, wage claims, claim for equity compensation and/or for vesting or accelerated vesting of equity compensation, claims for severance pay, vacation pay, debts, accounts, attorneys' fees, compensatory damages, punitive damages, and/or liquidated damages, and any and all claims arising under the Americans with Disabilities Act, the Family and Medical Leave Act, , or any other federal, state or local statute governing employment, including but not limited to Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment Retraining and Notification Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Older Workers Benefit Protection Act, or any amendments to the above acts. The Executive specifically agrees that this Agreement extends to claims which the Executive does not know or suspect to exist in the Executive's favor and which, if the Executive did know to exist, would have materially affected this Agreement with the Company.
II.Release of Claims for Age Discrimination. Without in any way limiting the generality or scope of the release of claims set forth in Section 1 of this Agreement, the Executive hereby understands and agrees to release any and all claims, rights or benefits the Executive may have arising out of or under the Age Discrimination in Employment Act of 1967 ("ADEA''), 29 U.S.C. § 621, et seq., as amended, the Older Workers Benefit Protection Act, as amended. or any equivalent or comparable provision of federal, state or local law.
A.The Executive acknowledges that Company has advised him in writing to consult with an attorney of his choice before signing this Agreement, and the Executive has been given the opportunity to consult with an attorney of his choice before signing this Agreement.
B.The Executive acknowledges that the Executive has been given the opportunity to review and consider this Agreement for a full twenty-one (21) days before signing it. and that, if the Executive has signed this Agreement in less than that time, the Executive has done so voluntarily in order to obtain sooner the benefits of this Agreement.
C.The Executive further acknowledges that the Executive may revoke this Agreement within seven (7) days after signing it, provided that this Agreement will not become effective until such seven (7) day period has expired. To be effective, any such revocation must be in writing and delivered to the Company's principal place of business by the close of business on the seventh (7th) day after signing the Agreement and must expressly state the Executive's intention to revoke this Agreement. Provided that the Executive does not timely revoke this Agreement, the eighth (8th) day following the Executive's execution hereof shall be deemed the "Effective Date" of this Agreement.
D.The Executive and the Company also agree that the release provided by the Executive in this Agreement does not include a release for claims under the ADEA arising after the date the Executive signs this Agreement.
E.The Executive further acknowledges and agrees that the amounts the Executive is to receive under the Executive's Severance Agreement exceed the amounts to which the Executive would otherwise be entitled upon his separation from employment with Company.
F.Notwithstanding anything to the contrary in herein, this Agreement does not extend to (a) any breach by the Company of this Agreement, (b) any rights to indemnification or the Company's certificate of incorporation or by-laws, or (c) any rights that as a matter of law cannot be waived and released or to any statutory or contractual rights of indemnification. such as claims for violation of the Fair Labor Standards Act, claims for workers' compensation benefits and claims for vested retirement or welfare benefits, if any, under any Company sponsored plans.
III. No Filing of Claims. The Executive represents and warrants that the Executive does not presently have on file, and further represents and warrants to the maximum extent allowed by law that the Executive will not hereafter file, any lawsuits, claims, charges, grievances or complaints against the Company and/or the Released Parties in or with any administrative, state, federal or governmental entity. agency, board or court. or before any other tribunal or panel or arbitrators, public or private, based upon any actions or omissions by the Company and/or the
Released Parties occurring prior to the Effective Date of this Agreement. Notwithstanding the foregoing, this Agreement is not intended to and does not prevent, restrict, or interfere with Executive's rights to: (i) to challenge the validity of this Agreement under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act, (ii) file a charge or complaint with any appropriate federal, state, or local agency, including the United States Equal Employment Opportunity Commission, or (iii) participate in or cooperate with any such charge or complaint procedure. In the event that an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are released by Paragraphs 1 or 2, the Executive hereby agrees not to accept, recover, or receive any resulting money damages or other relief that otherwise would be due in excess of $500.00.
IV. No Injuries. The Executive certifies that as of the Separation Date, the Executive is not suffering from a work-related injury and that the Executive has not failed to report a work- related injury to Company.
V. Compliance With Restrictive Covenants. The Executive represents and warrants that, through the date on which the Executive executes this Agreement, the Executive has been in compliance with Section 7 and 8 of the Severance Agreement (the "Restrictive Covenants"). The Executive acknowledges and agrees that, following termination of employment; the Executive will continue to be bound by the Restrictive Covenants as provided in, and subject to the terms of, the Severance Agreement.
VI. Estoppel. The Executive agrees that in the event that the Executive chooses to file a legal claim or charge against the Company and/or any of the Releasees, that the Company and/or the Releasees may present this Agreement for purposes of having the claim or charge dismissed in its entirety without objection from Executive.
VII. Integration. This Agreement sets forth the entire agreement between the Company and the Executive pertaining to the subject matter hereof (except as otherwise set forth herein) and fully supersedes any and all prior agreements or understandings between the Company and the Executive pertaining to the subject matter hereof (except as otherwise set forth herein). This Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the parties hereto.
VIII. Successors and Assigns. This Agreement shall be binding upon the Executive and upon the Executive's heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. This Agreement shall be binding upon the Company and upon the Company's assigns and shall inure to the benefit of the Executive and his heirs, administrators, representatives, executors, successors, and assigns.
IX. Pennsylvania Law/Forum. This Agreement shall, in all respects, be interpreted, enforced and governed under the laws of the Commonwealth of Pennsylvania applicable to contracts executed and performed in Pennsylvania without giving effect to conflicts of law principles.
X. No Admission of Wrongdoing. This Agreement shall not in any way be construed as an admission by the Company of any acts of unlawful conduct, wrongdoing or discrimination
against the Executive, and the Company specifically disclaims any liability to the Executive on the part of itself, its employees, or its agents. This Agreement shall not in any way be construed as an admission by the Executive of any acts of unlawful conduct, wrongdoing or discrimination against the Company, and the Executive specifically disclaims any liability to Company on the part of his agents.
XI. Severability. If any provision, or portion thereof, of this Agreement is held to be invalid or unenforceable or to be contrary to public policy or any law, for any reason, the remainder of the Agreement shall not be affected thereby.
XII. Voluntary Agreement. THE EXECUTIVE UNDERSTANDS AND AGREE THAT THE EXECUTIVE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT THE EXECUTIVE HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY, AFTER HAYING THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE EXECUTIVE'S OWN CHOOSING, WITH A FULL UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS
XIII. Counterparts. This Agreement may be signed in counterparts. each of which shall be considered an original for all purposes, and all of which taken together shall constitute one and the same written agreement.
BY SIGNING BELOW, I AM FREELY AND KNOWINGLY ENTERING INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL RELEASABLE CLAIMS THAT I HAVE OR MIGHT HAVE AGAINST RELEASEES AND DO SO WITH THE UNDERSTANDING THAT NOTHING HEREIN IS INTENDED TO PREVENT ME FROM FILING A CHARGE WITH ANY APPROPRIATE FEDERAL STATE OR LOCAL AGENCY, OR COOPERATING IN ITS INVESTIGATION. I HAVE READ THE ABOVE TERMS OF THIS GENERAL RELEASE AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY THE TERMS SET FORTH HEREIN ABOVE.
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND HEREBY, the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, on the date(s) set forth below.
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EXECUTIVE: |
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Date: ________________________________ |
EX-10.3
4
exhibit103.htm
EX-10.3
Document
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the latest date set forth below by and between S&T Bancorp, Inc. (the "Company") and Senior Executive Vice President Mark Kochvar (the "Executive").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company has determined that the Executive's service to the Company is important to the continued success of the Company S&T Bank (the "Bank") and their Affiliates;
WHEREAS, the Executive has previously executed a severance agreement with the Company (the "Prior Agreement");
WHEREAS, the Company wishes to amend and restate the Prior Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:
1.Definitions. For the purposes of this Agreement, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:
1.1Affiliate. "Affiliate" means (a) any person, other than a natural person, who, with respect to the Company, is an "affiliate" as defined in Rule 405 under the Securities Act of 1933, as amended, or any successor rule, or (b) any entity more than twenty-five percent (25%) of the common stock or other equity interest of which is owned or controlled by the Company, either directly or indirectly.
1.2Bank. "Bank" means S&T Bank, a Pennsylvania state-chartered bank and wholly-owned subsidiary of the Company.
1.3Benefits Continuation Period. "Benefits Continuation Period" means if a Triggering Event has occurred, the two-year period immediately following the Executive's termination of employment.
69988368vll
1.4COBRA Amount. "COBRA Amount" means an amount equal, on an after-tax basis, to the amount of the COBRA premium payable under the Company's group medical plan by a qualified beneficiary for the level of coverage in effect for the Executive immediately prior to termination of employment, calculated using an assumed combined state and federal tax rate for the Executive of forty-five percent [45%].
1.5Change In Control. "Change in Control" means the occurrence of any of the following:
(a)Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first written above), other than a pension, profit-sharing or other employee benefit plan established by the Company or the Bank, that is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act in effect as of the date first written above), directly or indirectly, of securities of the Company representing twenty- five percent [25%] or more of the combined voting power of the Company's then outstanding securities;
(b)During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least a majority of the directors then in office who were directors at the beginning of the period;
(c)The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
(d)The stockholders of the Company or the Board of Directors of the Company or of the Bank approve a plan of complete liquidation or an agreement for the sale of or disposition (in one transaction or a series of transactions) of all or substantially all of the Company's or the Bank's assets;
(e)Any other event that constitutes a change in control of a nature that would be required to be reported by the Company in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act or
any successor provision (whether or not the Company then in subject to the requirements of the Exchange Act).
A Change in Control shall exclude:
(i)A public stock offering by the Company; or
(ii)A convertible debt offering by the Company.
1.6Committee. "Committee" means the Compensation Committee of the Board of Directors of the Company or any successor committee thereto.
1.7Company. "Company" means S&T Bancorp, Inc., a Pennsylvania corporation. If the Executive is or becomes employed by an Affiliate of S&T Bancorp, Inc., the "Company" shall be deemed to refer to the Affiliate thereof by which the Executive is employed, except for purposes of the definition of "Change in Control." In such case, references to payments, benefits, privileges or other rights to be accorded by the "Company" shall be deemed to refer to such payments, benefits, privileges or other rights to be accorded by the Affiliate affected by the provisions hereof. Such payments, benefits, privileges or other rights shall be paid and awarded by the Company or such Affiliate as determined by the Company and such Affiliate, but if not promptly paid or awarded by such Affiliate they shall be paid or awarded by the Company.
1.8Disability. "Disability" shall have the meaning given such term in any long-term disability plan of the Company as from time to time in effect or, in the event of the termination of such plan, in any successor plan, or, in the absence of a successor plan, in such plan as last in effect prior to its termination.
1.9Exchange Act. "Exchange Act" means the Securities and Exchange Act of 1934, as amended, or any successor statute.
1.10Good Reason. "Good Reason" means any of the following which occurs without the Executive's consent after a Change in Control:
(a)The material diminution of the Executive's duties, authority or responsibility, or any material change in the geographic location at which the Executive must perform services (in this case, a material change means any location more than forty 40 land-miles from the location prior to the Change in Control);
(b)A material breach by the Company of Sections 3 or 8.1 of this Agreement; or
(c)A material diminution in the Executive's base salary (in this case, a material diminution means a reduction of more than ten percent (10%) in the Executive's annual base salary).
Notwithstanding the foregoing, no such event shall constitute "Good Reason" unless (a) the Executive shall have given written notice of such event to the Company within ninety (90) days after the initial occurrence thereof, (b) the Company shall have failed to cure the situation within thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) the Executive terminates employment within six (6) months after the initial notification of the event constituting Good Reason.
1.11"Irrevocable Release" means a general release of claims, [in the form attached hereto as Exhibit A], that has been executed by the Executive and for which the revocation period under Age Discrimination in Employment Act of 1967, as amended, and the terms of the release have expired.
1.12Termination for Cause. "Termination for Cause" means termination of the employment of the Executive because of the Executive's:
(a)Failure to substantially perform employment duties (other than by reason of Disability), after reasonable demand for substantial performance has been delivered by the Company specifically identifying the manner in which the Company believes the Executive has not performed the Executive's duties, and the Executive has been given a reasonable opportunity to cure any deficiencies in performance;
(b)Willful conduct that demonstrably results in material injury to the Company;
(c)Personal dishonesty or breach of fiduciary duty to the Company that in either case results or was intended to result in personal profit to the Executive at the expense of the Company; or
(d)Willful violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment or supervisory agreement, which violation demonstrably results in material injury to the Company.
1.13Triggering Event. "Triggering Event" means:
(a)Except as provided in subsection (b) of this Section 1.13,
(i)any involuntary termination of the Executive's employment by the Company within six [6] months preceding a Change of Control without the Executive's express written consent;
(ii)any involuntary termination of the Executive's employment by the Company within two [2] years following a Change in Control without the Executive's express written consent; or
(iii)any termination of the Executive's employment by the Executive for Good Reason within two [2] years following a Change in Control.
(b)The following circumstances shall not constitute a Triggering Event within the meaning of this Section:
(i)Termination of the Executive's employment by reason of the Executive's death;
(ii)Termination of the Executive's employment as a result of Disability;
(iii)Termination of the Executive's employment for Cause; or
(iv)Voluntary termination of employment by the Executive other than for Good Reason.
2.Benefits Upon Occurrence of Triggering Event.
2.1If a Triggering Event occurs, then in lieu of any further salary payment to the Executive for periods subsequent to the date of termination, the Company shall pay as severance to the Executive, in a lump-sum and in cash, an amount equal to the sum of (a) two hundred percent [200%] of the sum of (a) the Executive's annual base salary and target annual bonus, and (b) the product of (i) the Executive's target annual bonus and (ii) a fraction the numerator of which is the number of days from the first day of the calendar year in which the Executive's termination of employment occurs to the date of the Executive's termination of employment and the denominator of which is three hundred and sixty five [365]. For purposes of the preceding sentence, the Executive's base salary and target
annual bonus shall be those as in effect immediately preceding the earlier of the date of the Change in Control or the date of the Executive's termination of employment. For purposes of this Agreement, the Executive's annual base salary shall mean the stated annual base salary (excluding bonuses, benefits under any benefit plan, incentive compensation, compensation paid in stock, and other fringe benefits) payable to the Executive for services rendered to the Company. The lump-sum payment provided for by this Section 2.1 shall be paid at the time provided for in Section 2.4 hereof and shall be subject to the Irrevocable Release requirement set forth in Section 2.3 hereof.
2.2If a Triggering Event described in Section l.13(a)(i) occurs, the Company shall pay to the Executive a lump-sum cash payment equal the sum of monthly COBRA Amounts for the period from the Executive's termination of employment until the date of the Change in Control (the "Lump-Sum COBRA Payment") and with respect to the remainder of the Benefits Continuation Period, shall pay to the Executive the COBRA Amount on a monthly basis. If a Triggering Event described in Sections l.13(a)(ii) or (iii) occurs, the Company shall pay to the Executive during the Benefits Continuation Period the COBRA Amount on a monthly basis (beginning with the month of the Executive's termination of employment). The Lump-Sum COBRA Payment and the monthly COBRA payments provided for by this Section 2.2 shall be paid (or commence to be paid) at the time provided for in Section 2.4 hereof and shall be subject to the Irrevocable Release requirement set forth in Section 2.3 hereof.
2.3Notwithstanding the foregoing provisions of this Section 2: (a) the Executive's entitlement to the payments and benefits provided for by Sections 2.1, and 2.2, and (the "Severance Benefits") shall be subject to and conditioned upon the Executive providing to the Company an Irrevocable Release Agreement in a form substantially similar to EXHIBIT A attached hereto, not later than forty- five [45] days after the date of the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the date of the Change in Control) and (b) the Executive's entitlement to the Severance Benefits shall be subject to and conditioned upon the Executive complying with Sections 4 and 5 of this Agreement.
2.4Subject to the preceding provisions of this Section 2, the Severance Benefits shall be paid or provided (or commence to be paid or provided) within five [5] business days after the Executive has satisfied the Irrevocable Release requirement set forth in Section 2.3; provided, however, that if the 45-day period following the date of the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the date of the Change in Control) begins in
one calendar year and ends in another, the Severance Benefits shall, to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), be paid or provided (or commence to be paid or provided) within five [5] business days following the later of (A) the end of the calendar year in which the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the Change in Control) occurs or (B) the date the Executive satisfies the Irrevocable Release requirement described in Section 2.3.
2.5Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.
2.6Benefits described under Section 2.1 through 2.2 of this Agreement will not be included as additional compensation or service for the purpose of determining qualified or nonqualified retirement benefits under any program sponsored by the Company.
3.Benefits Following a Change in Control.
3.1Following a Change in Control, the Company or its successor shall provide to the Executive (or cause to be provided to the Executive) (a) benefits substantially similar to those enjoyed by the Executive under any of the Company's and its Affiliates' pension, life insurance, medical, health and accident, disability or other welfare plans (but not including annual bonus and short-term and long-term incentive or equity-based compensation plans in which the Executive was participating at the time of the Change in Control) unless the nature of the change in benefit levels is consistent with changes to benefits levels provided to employees at the same or equivalent level or title as the Executive and (b) annual bonus and short-term and long-term incentive compensation opportunities that are not less favorable to the Executive than those provided to the Executive immediately prior to the Change in Control.
3.2Following a Change in Control the Company or its successors shall provide to the Executive (or cause to be provided to the Executive) the number of paid vacation days to which the Executive is entitled to on the basis of years of service with the Company, the Bank, and their Affiliates in accordance with the applicable vacation policy of the Company, the Bank, or applicable Affiliates in effect at the time of a Change in Control.
4.Non-Competition and Non-Solicitation.
4.1Upon Executive's first receipt of Severance Benefits, Executive agrees that for the twelve (12) month period thereafter, the Executive will not, without the written consent of the Company, directly or indirectly:
(a)own any interest in, manage, operate, control, be employed by, render consulting or advisory services to, or participate in or be connected with the management or control of any business that is then engaged, or proposing to engage, in the operation of a Competing Business in the Territory. For purposes of this Agreement, "Competing Business" means any entity or business engaged in the banking or financial services business (including commercial banks, savings banks, credit unions, mortgage companies, savings and loan associations, trust companies, investment advisory or sales businesses, and any similar financial institutions), or any other entity or business engaged in a business in which the Company, the Bank, or any of their Affiliates are engaged, or are contemplating becoming engaged, at the time of termination of the Executive's employment; and "Territory" means the counties within Pennsylvania in which the Company, the Bank, or any of their Affiliates conducts operations as of the date of this Agreement and any other counties in Pennsylvania or any other state in which, during the period of the Executive's employment, the Company, the Bank, or any of their Affiliates conduct operations; provided, however, that the Executive may, without violating this Agreement, own as a passive investment not in excess of one percent (1%) of the outstanding capital stock or other equity interests of a corporation or other entity whose shares or other equity interests are publicly traded on an established securities market;
(b)solicit or in any way contact any Customer(s) of the Company, Bank or any of their Affiliates for the purposes of directly or indirectly furnishing any financial, wealth management, insurance, or other banking services that the Company, Bank or Affiliates provide, or is permitted by law to provide, on the date the Executive's employment is terminated. The term "Customer(s)" as used herein, shall mean any individual, corporation, partnership, business or other entity, whether for-profit or not-for-profit (i) whose existence and business is known to Executive as a result of Executive's access to customer lists, customer account information, or other business related information; or (ii) that is a business entity or individual with whom Executive has contracted on behalf of the Company or Bank., performed services for, or negotiated with, during the two (2) year period preceding the termination of Executive's employment, and
(c)solicit, or assist any other person or entity in soliciting, any employee of the Company, Bank, or any of their Affiliates to perform services for any entity (other than the Company, the Bank, or any of their Affiliates), or
encourage any employee of the Company, the Bank, or any of their Affiliates to leave their employment with the Company.
4.2In the event the Executive breaches any of the provisions contained in Section 4.1 and the Company seeks compliance with such provisions by judicial proceedings, the time period during which the Executive is restricted by such provisions shall be extended by the time during which the Executive has actually competed with the Company, the Bank or any of their Affiliates or been in violation of any such provision and any period of litigation required to enforce the Executive's obligations under this Agreement.
4.3The Executive and the Company intend that Section 4 of this Agreement be enforced as written. However, if one or more of the provisions contained in Section 4 shall for any reason be held to be unenforceable because of the duration or scope of such provision or the area covered thereby, the Executive and the Company agree that the court making such determination shall have the full power to reform, by "blue penciling" or any other means, the duration, scope and/or area of such provision and in its reformed form such provision shall then be enforceable and shall be binding on the parties.
5.Confidentiality and Non-Disclosure. The Executive hereby agrees that, during the period of the Executive's employment by the Company, the Bank, or any of their Affiliates and thereafter, the Executive agrees to maintain the confidentiality of their Confidential Information. "Confidential Information" shall include, but is not necessarily limited to, any information concerning accounts, sales and sales volume; any information related to Customers or prospective Customers, prospect lists, business strategies, business manuals, software products, patented products, copyrighted information, operating methods, all information (in whatever form) that is not generally known to the public, and any other trade secret or proprietary information belonging to or relating to the Company's, the Bank's or their Affiliate's affairs, that is not public information.
6.Injunctive Relief. It is impossible to measure in money the damages that will accrue to the Company, the Bank, or any of their Affiliates in the event that the Executive breaches any of the restrictive covenants set forth in Sections 4 and 5 above (the "Restrictive Covenants"). In the event that the Executive breaches any of the Restrictive Covenants, the Company, Bank or Affiliated organization shall be entitled to an injunction restraining the Executive from violating such Restrictive Covenant without posting a bond in excess of one thousand dollars ($1,000.00). If the Company, Bank or Affiliated organization institutes any action or proceeding to enforce any such Restrictive Covenant, the
Executive hereby waives the claim or defense that the Company, the Bank, or any of their Affiliates has an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that the Company, the Bank, or any of their Affiliates has an adequate remedy at law. In the event the Company, Bank or Affiliated organization obtains any such injunction, order, decree or other relief, in law or in equity, the Executive shall be responsible for reimbursement of all costs associated with obtaining the relief, including reasonable attorneys, fees, expenses and costs of suit. The Executive further covenants and agrees that any order of court or judgment which enforces the Company's, Bank's or Affiliated organization's rights under this Agreement may be transferred, without objection or opposition by the Executive, to any court of law or other appropriate law enforcement body located in any State or Commonwealth in the U.S.A. where the Executive resides or works, and that said court or body shall give full force and effect to said order and or judgment.
7.Choice of law, Jurisdiction and Venue. The parties agree that this Agreement shall be deemed to have been made and entered into in Indiana County, Pennsylvania, and that the Law of the Commonwealth of Pennsylvania shall govern this Agreement except where Federal law may be applicable, without regard to conflict of laws principles. Jurisdiction and venue is exclusively limited in any proceeding by the Company or the Executive to enforce their rights hereunder to the Court of Common Pleas located in Indiana County, Pennsylvania or the United States Court for the Western District of Pennsylvania. The Executive hereby waives any objections to the jurisdiction and venue of the aforementioned Courts, including any objection to personal jurisdiction, venue, and/or forum non- conveniens, in any proceeding by the Company to enforce its rights hereunder.
The Executive agrees not to object to any petition filed by the Company to remove an action filed in a different venue than those set forth herein. To the extent that the Company obtains a judgment against the Executive, the Executive agrees that that judgment may be transmitted to any jurisdiction where Executive lives or resides without the Executive's objection.
8.Miscellaneous.
8.1Binding Effect. This Agreement shall be binding upon any successor or successors of the Company due to a Change in Control or otherwise.
8.2Partial Invalidity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
8.3No Effect on Other Rights. The payment or obligation to pay any monies, or granting of any rights or privileges to the Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has under any benefit plan or program presently outstanding.
8.4No Right to Continued Employment. Nothing in this Agreement shall be construed as giving the Executive the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge the Executive at any time and for any lawful reason, subject in all cases to the terms of this Agreement.
8.5Entire Agreement. This Agreement constitutes an amendment and restatement of the Prior Agreement and contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral, including the Prior Agreement. No agreements or representations, oral or otherwise, expressed or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
8.6Modifications; Waivers. Subject to Section 10, no provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company, except that the terms of this Agreement may be terminated or amended by the Company and the Executive at any time prior the occurrence of a Change in Control. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
8.7No Mitigation. The Company agrees that if a Triggering Event occurs, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Moreover, the amount of any payment or benefit provided for under this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the
Company, or otherwise.
8.8Assignment of Rights or Interest. Except as otherwise provided herein or by law, no right or interest of the Executive under this Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of
law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under this Agreement shall be liable for, or subject to, any obligation or liability of the Executive. The Company shall have the right to assign this Agreement in connection with a Change In Control, and the Executive agrees to be obligated by this Agreement to any successor, assign or surviving entity. Any assignee or successor to the Company is an intended third party beneficiary of this Agreement.
8.9Payment of Benefits Upon Death of the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.
8.10Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person or by overnight courier or if mailed by United States registered mail, return receipt requested, postage prepaid, to the following addresses:
If to the Company:
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
Attention: Chairman
If to the Executive:
Executive's last known address.
Either party may change its address for notices by written notice to the other party in accordance with this Section 8.10.
8.11Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.
8.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
9.Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Benefits or any other payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code" (the "Excise Tax"), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax. All amounts payable in consideration of the Executive's covenants pursuant to Section 4, 5, and 6, as determined by a valuation firm selected by the Company and reasonably acceptable to the Executive, shall, for purposes of the determinations made under this Section 9, be excluded from the amounts considered "parachute payments" to the maximum extent permitted under Section 280G of the Code. All determinations required to be made under this Section 9 shall be made by tax counsel selected by the Company and reasonably acceptable to the Executive ("Tax Counsel"), which determinations shall be conclusive and binding on the Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. In the event the Total Benefits must be reduced in order to comply with this Section 9, the cash payment provided for by Section 2.1 shall first be reduced (if necessary, to zero), then payment of the COBRA Amounts and any Life Insurance Lump-Sum Amount shall be reduced proportionately, then the Life Insurance Benefit provided in Sections 2.3 shall next be reduced, and then any payments and benefits not provided under this Agreement shall be reduced in that order so that no portion of the Total Benefits is subject to the Excise Tax. All such reductions shall be made in a manner intended to comply with Section 409A of the Code.
10.Term of Agreement.
10.1The term of this agreement shall begin on January 1, 2015, and end at 11:59 p.m. on December 31, 2015, and shall automatically be extended for an additional year each December 31 occurring after January 1, 2015, unless either party delivers written notice of non-renewal to the other party within 90 days prior to the renewal date; provided, however, that if a Change in Control has occurred during the original or extended term, the term of the Agreement shall end no earlier than 36 calendar months after the end of the calendar month in which the Change in Control occurs.
11.Compliance with Code Section 409A.
This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and the Agreement shall be interpreted in accordance with such requirements. If any provision contained in the Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining the Executive's entitlement to the Severance Benefits, the Executive's employment shall not be deemed to have terminated unless and until the Executive incurs a "separation from service" as defined in Section 409A of the Code.
Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a "separation from service" for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Executive is determined to be a "specified employee" (as determined under Treas. Reg. § 1.409A-l(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of the Executive's separation from service (or, if earlier, the date of the Executive's death). Any installment payments that are delayed pursuant to this Section 11 shall be accumulated and paid in a lump-sum on the first day of the seventh month following the Date of Termination (or, if earlier, upon the Executive's death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits are covered by (i) the "short-term deferral exception" set forth in Treas. Reg. § l.409A-l(b)(4), (ii) the "two times severance exception" set forth in Treas. Reg. § l.409A-1(b)(9)(iii), or (iii) the "limited payments exception" set forth in Treas. Reg. § 1.409A-l(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits in order of payment in such manner as results in the maximum exclusion of such Severance Payments from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on the
Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the date and year first above written, and agree to be bound legally hereby.
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| S&T BANCORP, INC. |
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By: /s/ Jeffrey D. Grube |
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| Name: Jeffrey D. Grube |
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| Title: Chairman, Compensation Committee |
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| Date: April 7, 2015 |
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| EXECUTIVE: |
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| /s/ Mark Kochvar |
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| Name: Mark Kochvar |
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Title: Senior Executive Vice President and Chief Financial Officer |
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| Date: April 6, 2015 |
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EXHIBIT A
IRREVOCABLE RELEASE AGREEMENT
This IRREVOCABLE RELEASE AGREEMENT (the "Agreement") is entered into effective as of the latest date set forth below (the "Effective Date"), by and between Mark Kochvar (the "Executive") and S&T Bancorp, Inc. (the "Company").
WHEREAS, the Company and the Executive are party to a Severance Agreement (as the same may be amended from time to time, the "Severance Agreement"'), pursuant to which the Executive is eligible, subject to the terms and conditions set forth in the Severance Agreement, to receive certain "Severance Benefits" (as defined in the Severance Agreement) in the event of certain qualifying terminations of employment;
WHEREAS, the Executive's employment terminated on (the "Separation Date"); and
WHEREAS, as a condition to, and in consideration for, receiving Severance Benefits, the Executive is required to deliver to the Company a general release on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained. of other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties, it is agreed as follows:
I.Release of Claims. In consideration for the Severance Benefits provided to the Executive under the Severance Agreement, the Executive hereby expressly waives, releases, acquits and forever discharges the Company and its predecessors, successors, assigns, divisions, subsidiaries, affiliates, parents, officers, directors, employees, members, managers, supervisors, employees, partners, agents, attorneys and representatives, and each of their affiliates (hereinafter the "Released Parties"), from any and all claims, demands, and causes of action which the Executive has or claims to have, whether known or unknown, of whatever nature, which exist or may exist as of the date of this Agreement. As used in this Agreement, "claims," "demands" and "causes of action" include, but are not limited to, contract claims, equitable claims, fraud claims, tort claims, discrimination claims, harassment claims, retaliation claims, personal injury claims, emotional distress claims, public policy claims, wage claims, claim for equity compensation and/or for vesting or accelerated vesting of equity compensation, claims for severance pay vacation pay, debts, accounts, attorneys' fees, compensatory damages, punitive damages, and/or liquidated damages, and any and all claims arising under the Americans with Disabilities Act, the Family and Medical Leave Act, , or any other federal, state or local statute governing employment, including but not limited to Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment Retraining and Notification Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Older Workers Benefit Protection Act, or any amendments to the above acts. The Executive specifically agrees that this Agreement extends to claims which the Executive does not know or suspect to exist in the Executive's favor and which, if the Executive did know to exist, would have materially affected this Agreement with the Company.
II.Release of Claims for Age Discrimination. Without in any way limiting the generality or scope of the release of claims set forth in Section 1 of this Agreement, the Executive hereby understands and agrees to release any and all claims, rights or benefits the Executive may have arising out of or under the Age Discrimination in Employment Act of 1967 ("ADEA''), 29 U.S.C. § 621, et seq., as amended, the Older Workers Benefit Protection Act, as amended, or any equivalent or comparable provision of federal, state or local law.
A.The Executive acknowledges that Company has advised him in writing to consult with an attorney of his choice before signing this Agreement, and the Executive has been given the opportunity to consult with an attorney of his choice before signing this Agreement.
B.The Executive acknowledges that the Executive has been given the opportunity to review and consider this Agreement for a full twenty-one (21) days before signing it, and that, if the Executive has signed this Agreement in less than that time, the Executive has done so voluntarily in order to obtain sooner the benefits of this Agreement.
C.The Executive further acknowledges that the Executive may revoke this Agreement within seven (7) days after signing it, provided that this Agreement will not become effective until such seven (7) day period has expired. To be effective, any such revocation must be in writing and delivered to the Company's principal place of business by the close of business on the seventh (7th) day after signing the Agreement and must expressly state the Executive's intention to revoke this Agreement. Provided that the Executive does not timely revoke this Agreement, the eighth (8th) day following the Executive's execution hereof shall be deemed the "Effective Date" of this Agreement.
D.The Executive and the Company also agree that the release provided by the Executive in this Agreement does not include a release for claims under the ADEA arising after the date the Executive signs this Agreement.
E.The Executive further acknowledges and agrees that the amounts the Executive is to receive under the Executive's Severance Agreement exceed the amounts to which the Executive would otherwise be entitled upon his separation from employment with Company.
F.Notwithstanding anything to the contrary in herein, this Agreement does not extend to (a) any breach by the Company of this Agreement, (b) any rights to indemnification or the Company's certificate of incorporation or by-laws, or (c) any rights that as a matter of law cannot be waived and released or to any statutory or contractual rights of indemnification, such as claims for violation of the Fair Labor Standards Act, claims for workers' compensation benefits and claims for vested retirement or welfare benefits, if any, under any Company sponsored plans.
III.No Filing of Claims. The Executive represents and warrants that the Executive does not presently have on file, and further represents and warrants to the maximum extent allowed by law that the Executive will not hereafter file, any lawsuits, claims, charges, grievances or complaints against the Company and/or the Released Parties in or with any administrative, state, federal or governmental entity, agency, board or court, or before any other tribunal or panel or arbitrators, public or private, based upon any actions or omissions by the Company and/or the
Released Parties occurring prior to the Effective Date of this Agreement. Notwithstanding the foregoing, this Agreement is not intended to and does not prevent, restrict, or interfere with Executive's rights to: (i) to challenge the validity of this Agreement under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act, (ii) file a charge or complaint with any appropriate federal, state, or local agency, including the United States Equal Employment Opportunity Commission, or (iii) participate in or cooperate with any such charge or complaint procedure. In the event that an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are released by Paragraphs 1 or 2, the Executive hereby agrees not to accept, recover, or receive any resulting money damages or other relief that otherwise would be due in excess of $500.00.
IV.No Injuries. The Executive certifies that as of the Separation Date, the Executive is not suffering from a work-related injury and that the Executive has not failed to report a work related injury to Company.
V.Compliance With Restrictive Covenants. The Executive represents and warrants that, through the date on which the Executive executes this Agreement, the Executive has been in compliance with Section 7 and 8 of the Severance Agreement (the '"Restrictive Covenants"). The Executive acknowledges and agrees that, following termination of employment; the Executive will continue to be bound by the Restrictive Covenants as provided in, and subject to the terms of, the Severance Agreement.
VI.Estoppel. The Executive agrees that in the event that the Executive chooses to file a legal claim or charge against the Company and/or any of the Releasees, that the Company and/or the Releasees may present this Agreement for purposes of having the claim or charge dismissed in its entirety without objection from Executive.
VII. Integration. This Agreement sets forth the entire agreement between the Company and the Executive pertaining to the subject matter hereof (except as otherwise set forth herein) and fully supersedes any and all prior agreements or understandings between the Company and the Executive pertaining to the subject matter hereof (except as otherwise set forth herein). This Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the parties hereto.
VIII. Successors and Assigns. This Agreement shall be binding upon the Executive and upon the Executive's heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. This Agreement shall be binding upon the Company and upon the Company's assigns and shall inure to the benefit of the Executive and his heirs, administrators, representatives, executors, successors, and assigns.
IX. Pennsylvania Law/Forum. This Agreement shall, in all respects, be interpreted, enforced and governed under the laws of the Commonwealth of Pennsylvania applicable to contracts executed and performed in Pennsylvania without giving effect to conflicts of law principles.
X. No Admission of Wrongdoing. This Agreement shall not in any way be construed as an admission by the Company of any acts of unlawful conduct, wrongdoing or discrimination
against the Executive, and the Company specifically disclaims any liability to the Executive on the part of itself, its employees, or its agents. This Agreement shall not in any way be construed as an admission by the Executive of any acts of unlawful conduct, wrongdoing or discrimination against the Company, and the Executive specifically disclaims any liability to Company on the part of his agents.
XI. Severability. If any provision, or portion thereof, of this Agreement is held to be invalid or unenforceable or to be contrary to public policy or any law, for any reason, the remainder of the Agreement shall not be affected thereby.
XII. Voluntary Agreement. THE EXECUTIVE UNDERSTANDS AND AGREE THAT THE EXECUTIVE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT THE EXECUTIVE HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY, AFTER HAYING THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE EXECUTIVE'S OWN CHOOSING, WITH A FULL UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.
XIII. Counterparts. This Agreement may be signed in counterparts, each of which shall be considered an original for all purposes, and all of which taken together shall constitute one and the same written agreement.
BY SIGNING BELOW, I AM FREELY AND KNOWINGLY ENTERING INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL RELEASABLE CLAIMS THAT I HAVE OR MIGHT HAVE AGAINST RELEASEES AND DO SO WITH THE UNDERSTANDING THAT NOTHING HEREIN IS INTENDED TO PREVENT ME FROM FILING A CHARGE WITH ANY APPROPRIATE FEDERAL STATE OR LOCAL AGENCY, OR COOPERATING IN ITS INVESTIGATION. I HAVE READ THE ABOVE TERMS OF THIS GENERAL RELEASE AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY THE TERMS SET FORTH HEREIN ABOVE.
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND HEREBY, the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, on the date(s) set forth below.
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| S&T BANCORP, INC. |
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EXECUTIVE: |
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| By: _________________________________ |
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By: _________________________________ |
| Title: ________________________________ |
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Title: ________________________________ |
| Date: ________________________________ |
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Date: ________________________________ |
EX-10.4
5
exhibit104.htm
EX-10.4
Document
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into as of the latest date set forth below by and between S&T Bancorp, Inc. (the "Company") and Executive Vice President Stephen A. Drahnak (the "Executive").
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company has determined that the Executive's service to the Company is important to the continued success of the Company S&T Bank (the "Bank") and their Affiliates;
WHEREAS, the Executive has previously executed a severance agreement with the Company (the "Prior Agreement");
WHEREAS, the Company wishes to amend and restate the Prior Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:
1.Definitions. For the purposes of this Agreement, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:
1.1Affiliate. "Affiliate" means (a) any person, other than a natural person, who, with respect to the Company, is an "affiliate" as defined in Rule 405 under the Securities Act of 1933, as amended, or any successor rule, or (b) any entity more than twenty-five percent (25%) of the common stock or other equity interest of which is owned or controlled by the Company, either directly or indirectly.
1.2Bank. "Bank" means S&T Bank, a Pennsylvania state-chartered bank and wholly-owned subsidiary of the Company.
1.3Benefits Continuation Period. "Benefits Continuation Period" means if a Triggering Event has occurred, the two-year period immediately following the Executive's termination of employment.
69988368vll
1.4COBRA Amount. "COBRA Amount" means an amount equal, on an after-tax basis, to the amount of the COBRA premium payable under the Company's group medical plan by a qualified beneficiary for the level of coverage in effect for the Executive immediately prior to termination of employment, calculated using an assumed combined state and federal tax rate for the Executive of forty-five percent [45%].
1.5Change In Control. "Change in Control" means the occurrence of any of the following:
(a)Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date first written above), other than a pension, profit-sharing or other employee benefit plan established by the Company or the Bank, that is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act in effect as of the date first written above), directly or indirectly, of securities of the Company representing twenty- five percent [25%] or more of the combined voting power of the Company's then outstanding securities;
(b)During any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least a majority of the directors then in office who were directors at the beginning of the period;
(c)The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
(d)The stockholders of the Company or the Board of Directors of the Company or of the Bank approve a plan of complete liquidation or an agreement for the sale of or disposition (in one transaction or a series of transactions) of all or substantially all of the Company's or the Bank's assets;
(e)Any other event that constitutes a change in control of a nature that would be required to be reported by the Company in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act or
any successor provision (whether or not the Company then in subject to the requirements of the Exchange Act).
A Change in Control shall exclude:
(i)A public stock offering by the Company; or
(ii)A convertible debt offering by the Company.
1.6Committee. "Committee" means the Compensation Committee of the Board of Directors of the Company or any successor committee thereto.
1.7Company. "Company" means S&T Bancorp, Inc., a Pennsylvania corporation. If the Executive is or becomes employed by an Affiliate of S&T Bancorp, Inc., the "Company" shall be deemed to refer to the Affiliate thereof by which the Executive is employed, except for purposes of the definition of "Change in Control." In such case, references to payments, benefits, privileges or other rights to be accorded by the "Company" shall be deemed to refer to such payments, benefits, privileges or other rights to be accorded by the Affiliate affected by the provisions hereof. Such payments, benefits, privileges or other rights shall be paid and awarded by the Company or such Affiliate as determined by the Company and such Affiliate, but if not promptly paid or awarded by such Affiliate they shall be paid or awarded by the Company.
1.8Disability. "Disability" shall have the meaning given such term in any long-term disability plan of the Company as from time to time in effect or, in the event of the termination of such plan, in any successor plan, or, in the absence of a successor plan, in such plan as last in effect prior to its termination.
1.9Exchange Act. "Exchange Act" means the Securities and Exchange Act of 1934, as amended, or any successor statute.
1.10Good Reason. "Good Reason" means any of the following which occurs without the Executive's consent after a Change in Control:
(a)The material diminution of the Executive's duties, authority or responsibility, or any material change in the geographic location at which the Executive must perform services (in this case, a material change means any location more than forty 40 land-miles from the location prior to the Change in Control);
(b)A material breach by the Company of Sections 3 or 8.1 of this Agreement; or
(c)A material diminution in the Executive's base salary (in this case, a material diminution means a reduction of more than ten percent (10%) in the Executive's annual base salary).
Notwithstanding the foregoing, no such event shall constitute "Good Reason" unless (a) the Executive shall have given written notice of such event to the Company within ninety (90) days after the initial occurrence thereof, (b) the Company shall have failed to cure the situation within thirty (30) days following the delivery of such notice (or such longer cure period as may be agreed upon by the parties), and (c) the Executive terminates employment within six (6) months after the initial notification of the event constituting Good Reason.
1.11"Irrevocable Release" means a general release of claims, [in the form attached hereto as Exhibit A], that has been executed by the Executive and for which the revocation period under Age Discrimination in Employment Act of 1967, as amended, and the terms of the release have expired.
1.12Termination for Cause. "Termination for Cause" means termination of the employment of the Executive because of the Executive's:
(a)Failure to substantially perform employment duties (other than by reason of Disability), after reasonable demand for substantial performance has been delivered by the Company specifically identifying the manner in which the Company believes the Executive has not performed the Executive's duties, and the Executive has been given a reasonable opportunity to cure any deficiencies in performance;
(b)Willful conduct that demonstrably results in material injury to the Company;
(c)Personal dishonesty or breach of fiduciary duty to the Company that in either case results or was intended to result in personal profit to the Executive at the expense of the Company; or
(d)Willful violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment or supervisory agreement, which violation demonstrably results in material injury to the Company.
1.13Triggering Event. "Triggering Event" means:
(a)Except as provided in subsection (b) of this Section 1.13,
(i)any involuntary termination of the Executive's employment by the Company within six [6] months preceding a Change of Control without the Executive's express written consent;
(ii)any involuntary termination of the Executive's employment by the Company within two [2] years following a Change in Control without the Executive's express written consent; or
(iii)any termination of the Executive's employment by the Executive for Good Reason within two [2] years following a Change in Control.
(b)The following circumstances shall not constitute a Triggering Event within the meaning of this Section:
(i)Termination of the Executive's employment by reason of the Executive's death;
(ii)Termination of the Executive's employment as a result of Disability;
(iii)Termination of the Executive's employment for Cause; or
(iv)Voluntary termination of employment by the Executive other than for Good Reason.
2.Benefits Upon Occurrence of Triggering Event.
2.1If a Triggering Event occurs, then in lieu of any further salary payment to the Executive for periods subsequent to the date of termination, the Company shall pay as severance to the Executive, in a lump-sum and in cash, an amount equal to the sum of (a) two hundred percent [200%] of the sum of (a) the Executive's annual base salary and target annual bonus, and (b) the product of (i) the Executive's target annual bonus and (ii) a fraction the numerator of which is the number of days from the first day of the calendar year in which the Executive's termination of employment occurs to the date of the Executive's termination of employment and the denominator of which is three hundred and sixty five [365]. For purposes of the preceding sentence, the Executive's base salary and target
annual bonus shall be those as in effect immediately preceding the earlier of the date of the Change in Control or the date of the Executive's termination of employment. For purposes of this Agreement, the Executive's annual base salary shall mean the stated annual base salary (excluding bonuses, benefits under any benefit plan, incentive compensation, compensation paid in stock, and other fringe benefits) payable to the Executive for services rendered to the Company. The lump-sum payment provided for by this Section 2.1 shall be paid at the time provided for in Section 2.4 hereof and shall be subject to the Irrevocable Release requirement set forth in Section 2.3 hereof.
2.2If a Triggering Event described in Section l.13(a)(i) occurs, the Company shall pay to the Executive a lump-sum cash payment equal the sum of monthly COBRA Amounts for the period from the Executive's termination of employment until the date of the Change in Control (the "Lump-Sum COBRA Payment") and with respect to the remainder of the Benefits Continuation Period, shall pay to the Executive the COBRA Amount on a monthly basis. If a Triggering Event described in Sections l .13(a)(ii) or (iii) occurs, the Company shall pay to the Executive during the Benefits Continuation Period the COBRA Amount on a monthly basis (beginning with the month of the Executive's termination of employment). The Lump-Sum COBRA Payment and the monthly COBRA payments provided for by this Section 2.2 shall be paid (or commence to be paid) at the time provided for in Section 2.4 hereof and shall be subject to the Irrevocable Release requirement set forth in Section 2.3 hereof.
2.3Notwithstanding the foregoing provisions of this Section 2: (a) the Executive's entitlement to the payments and benefits provided for by Sections 2.1, and 2.2, and (the "Severance Benefits") shall be subject to and conditioned upon the Executive providing to the Company an Irrevocable Release Agreement in a form substantially similar to EXHIBIT A attached hereto, not later than forty five [45] days after the date of the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the date of the Change in Control) and (b) the Executive's entitlement to the Severance Benefits shall be subject to and conditioned upon the Executive complying with Sections 4 and 5 of this Agreement.
2.4Subject to the preceding provisions of this Section 2, the Severance Benefits shall be paid or provided (or commence to be paid or provided) within five [5] business days after the Executive has satisfied the Irrevocable Release requirement set forth in Section 2.3; provided, however, that if the 45-day period following the date of the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the date of the Change in Control) begins in
one calendar year and ends in another, the Severance Benefits shall, to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), be paid or provided (or commence to be paid or provided) within five [5] business days following the later of (A) the end of the calendar year in which the Triggering Event (or in the case of a Triggering Event described in Section l.13(a)(i), the Change in Control) occurs or (B) the date the Executive satisfies the Irrevocable Release requirement described in Section 2.3.
2.5Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.
2.6Benefits described under Section 2.1 through 2.2 of this Agreement will not be included as additional compensation or service for the purpose of determining qualified or nonqualified retirement benefits under any program sponsored by the Company.
3.Benefits Following a Change in Control.
3.1Following a Change in Control, the Company or its successor shall provide to the Executive (or cause to be provided to the Executive) (a) benefits substantially similar to those enjoyed by the Executive under any of the Company's and its Affiliates' pension, life insurance, medical, health and accident, disability or other welfare plans (but not including annual bonus and short-term and long-term incentive or equity-based compensation plans in which the Executive was participating at the time of the Change in Control) unless the nature of the change in benefit levels is consistent with changes to benefits levels provided to employees at the same or equivalent level or title as the Executive and (b) annual bonus and short-term and long-term incentive compensation opportunities that are not less favorable to the Executive than those provided to the Executive immediately prior to the Change in Control.
3.2Following a Change in Control the Company or its successors shall provide to the Executive (or cause to be provided to the Executive) the number of paid vacation days to which the Executive is entitled to on the basis of years of service with the Company, the Bank, and their Affiliates in accordance with the applicable vacation policy of the Company, the Bank, or applicable Affiliates in effect at the time of a Change in Control.
4.Non-Competition and Non-Solicitation.
4.1Upon Executive's first receipt of Severance Benefits, Executive agrees that for the twelve (12) month period thereafter, the Executive will not, without the written consent of the Company, directly or indirectly:
(a)own any interest in, manage, operate, control, be employed by, render consulting or advisory services to, or participate in or be connected with the management or control of any business that is then engaged, or proposing to engage, in the operation of a Competing Business in the Territory. For purposes of this Agreement, "Competing Business" means any entity or business engaged in the banking or financial services business (including commercial banks, savings banks, credit unions, mortgage companies, savings and loan associations, trust companies, investment advisory or sales businesses, and any similar financial institutions), or any other entity or business engaged in a business in which the Company, the Bank, or any of their Affiliates are engaged, or are contemplating becoming engaged, at the time of termination of the Executive's employment; and "Territory" means the counties within Pennsylvania in which the Company, the Bank, or any of their Affiliates conducts operations as of the date of this Agreement and any other counties in Pennsylvania or any other state in which, during the period of the Executive's employment, the Company, the Bank, or any of their Affiliates conduct operations; provided, however, that the Executive may, without violating this Agreement, own as a passive investment not in excess of one percent (1%) of the outstanding capital stock or other equity interests of a corporation or other entity whose shares or other equity interests are publicly traded on an established securities market;
(b)solicit or in any way contact any Customer(s) of the Company, Bank or any of their Affiliates for the purposes of directly or indirectly furnishing any financial, wealth management, insurance, or other banking services that the Company, Bank or Affiliates provide, or is permitted by law to provide, on the date the Executive's employment is terminated. The term "Customer(s)" as used herein, shall mean any individual, corporation, partnership, business or other entity, whether for-profit or not-for-profit (i) whose existence and business is known to Executive as a result of Executive's access to customer lists, customer account information, or other business related information; or (ii) that is a business entity or individual with whom Executive has contracted on behalf of the Company or Bank., performed services for, or negotiated with, during the two (2) year period preceding the termination of Executive's employment, and
(c)solicit, or assist any other person or entity in soliciting, any employee of the Company, Bank, or any of their Affiliates to perform services for any entity (other than the Company, the Bank, or any of their Affiliates), or
encourage any employee of the Company, the Bank, or any of their Affiliates to leave their employment with the Company.
4.2In the event the Executive breaches any of the provisions contained in Section 4.1 and the Company seeks compliance with such provisions by judicial proceedings, the time period during which the Executive is restricted by such provisions shall be extended by the time during which the Executive has actually competed with the Company, the Bank or any of their Affiliates or been in violation of any such provision and any period of litigation required to enforce the Executive's obligations under this Agreement.
4.3The Executive and the Company intend that Section 4 of this Agreement be enforced as written. However, if one or more of the provisions contained in Section 4 shall for any reason be held to be unenforceable because of the duration or scope of such provision or the area covered thereby, the Executive and the Company agree that the court making such determination shall have the full power to reform, by "blue penciling" or any other means, the duration, scope and/or area of such provision and in its reformed form such provision shall then be enforceable and shall be binding on the parties.
5.Confidentiality and Non-Disclosure. The Executive hereby agrees that, during the period of the Executive's employment by the Company, the Bank, or any of their Affiliates and thereafter, the Executive agrees to maintain the confidentiality of their Confidential Information. "Confidential Information" shall include, but is not necessarily limited to, any information concerning accounts, sales and sales volume; any information related to Customers or prospective Customers, prospect lists, business strategies, business manuals, software products, patented products, copyrighted information, operating methods, all information (in whatever form) that is not generally known to the public, and any other trade secret or proprietary information belonging to or relating to the Company's, the Bank's or their Affiliate's affairs, that is not public information.
6.Injunctive Relief. It is impossible to measure in money the damages that will accrue to the Company, the Bank, or any of their Affiliates in the event that the Executive breaches any of the restrictive covenants set forth in Sections 4 and 5 above (the "Restrictive Covenants"). In the event that the Executive breaches any of the Restrictive Covenants, the Company, Bank or Affiliated organization shall be entitled to an injunction restraining the Executive from violating such Restrictive Covenant without posting a bond in excess of one thousand dollars ($1,000.00). If the Company, Bank or Affiliated organization institutes any action or proceeding to enforce any such Restrictive Covenant, the
Executive hereby waives the claim or defense that the Company, the Bank, or any of their Affiliates has an adequate remedy at law and agrees not to assert in any such action or proceeding the claim or defense that the Company, the Bank, or any of their Affiliates has an adequate remedy at law. In the event the Company, Bank or Affiliated organization obtains any such injunction, order, decree or other relief, in law or in equity, the Executive shall be responsible for reimbursement of all costs associated with obtaining the relief, including reasonable attorneys, fees, expenses and costs of suit. The Executive further covenants and agrees that any order of court or judgment which enforces the Company's, Bank's or Affiliated organization's rights under this Agreement may be transferred, without objection or opposition by the Executive, to any court of law or other appropriate law enforcement body located in any State or Commonwealth in the U.S.A. where the Executive resides or works, and that said court or body shall give full force and effect to said order and or judgment.
7.Choice of law, Jurisdiction and Venue. The parties agree that this Agreement shall be deemed to have been made and entered into in Indiana County, Pennsylvania, and that the Law of the Commonwealth of Pennsylvania shall govern this Agreement except where Federal law may be applicable, without regard to conflict of laws principles. Jurisdiction and venue is exclusively limited in any proceeding by the Company or the Executive to enforce their rights hereunder to the Court of Common Pleas located in Indiana County, Pennsylvania or the United States Court for the Western District of Pennsylvania. The Executive hereby waives any objections to the jurisdiction and venue of the aforementioned Courts, including any objection to personal jurisdiction, venue, and/or forum non- conveniens, in any proceeding by the Company to enforce its rights hereunder.
The Executive agrees not to object to any petition filed by the Company to remove an action filed in a different venue than those set forth herein. To the extent that the Company obtains a judgment against the Executive, the Executive agrees that that judgment may be transmitted to any jurisdiction where Executive lives or resides without the Executive's objection.
8.Miscellaneous.
8.1Binding Effect. This Agreement shall be binding upon any successor or successors of the Company due to a Change in Control or otherwise.
8.2Partial Invalidity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
8.3No Effect on Other Rights. The payment or obligation to pay any monies, or granting of any rights or privileges to the Executive as provided in this Agreement shall not be in lieu or derogation of the rights and privileges that the Executive now has under any benefit plan or program presently outstanding.
8.4No Right to Continued Employment. Nothing in this Agreement shall be construed as giving the Executive the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge the Executive at any time and for any lawful reason, subject in all cases to the terms of this Agreement.
8.5Entire Agreement. This Agreement constitutes an amendment and restatement of the Prior Agreement and contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes all prior arrangements or understandings with respect thereto, written or oral, including the Prior Agreement. No agreements or representations, oral or otherwise, expressed or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.
8.6Modifications; Waivers. Subject to Section 10, no provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company, except that the terms of this Agreement may be terminated or amended by the Company and the Executive at any time prior the occurrence of a Change in Control. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
8.7No Mitigation. The Company agrees that if a Triggering Event occurs, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Moreover, the amount of any payment or benefit provided for under this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.
8.8Assignment of Rights or Interest. Except as otherwise provided herein or by law, no right or interest of the Executive under this Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of
law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of the Executive under this Agreement shall be liable for, or subject to, any obligation or liability of the Executive. The Company shall have the right to assign this Agreement in connection with a Change In Control, and the Executive agrees to be obligated by this Agreement to any successor, assign or surviving entity. Any assignee or successor to the Company is an intended third party beneficiary of this Agreement.
8.9Payment of Benefits Upon Death of the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.
8.10Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person or by overnight courier or if mailed by United States registered mail, return receipt requested, postage prepaid, to the following addresses:
If to the Company:
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
Attention: Chairman
If to the Executive:
Executive's last known address.
Either party may change its address for notices by written notice to the other party in accordance with this Section 8.10.
8.11Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement.
8.12 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.
9.Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Benefits or any other payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code" (the "Excise Tax"), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax. All amounts payable in consideration of the Executive's covenants pursuant to Section 4, 5, and 6, as determined by a valuation firm selected by the Company and reasonably acceptable to the Executive, shall, for purposes of the determinations made under this Section 9, be excluded from the amounts considered "parachute payments" to the maximum extent permitted under Section 280G of the Code. All determinations required to be made under this Section 9 shall be made by tax counsel selected by the Company and reasonably acceptable to the Executive ("Tax Counsel"), which determinations shall be conclusive and binding on the Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. In the event the Total Benefits must be reduced in order to comply with this Section 9, the cash payment provided for by Section 2.1 shall first be reduced (if necessary, to zero), then payment of the COBRA Amounts and any Life Insurance Lump-Sum Amount shall be reduced proportionately, then the Life Insurance Benefit provided in Sections 2.3 shall next be reduced, and then any payments and benefits not provided under this Agreement shall be reduced in that order so that no portion of the Total Benefits is subject to the Excise Tax. All such reductions shall be made in a manner intended to comply with Section 409A of the Code.
10.Term of Agreement.
10.1The term of this agreement shall begin on January 1, 2015, and end at 11:59 p.m. on December 31, 2015, and shall automatically be extended for an additional year each December 31 occurring after January 1, 2016, unless either party delivers written notice of non-renewal to the other party within 90 days prior to the renewal date; provided, however, that if a Change in Control has occurred during the original or extended term, the term of the Agreement shall end no earlier than 36 calendar months after the end of the calendar month in which the Change in Control occurs.
11.Compliance with Code Section 409A.
This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and the Agreement shall be interpreted in accordance with such requirements. If any provision contained in the Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under the Agreement), the Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining the Executive's entitlement to the Severance Benefits, the Executive's employment shall not be deemed to have terminated unless and until the Executive incurs a "separation from service" as defined in Section 409A of the Code.
Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement is due to a "separation from service" for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and the Executive is determined to be a "specified employee" (as determined under Treas. Reg. § 1.409A-l(i)), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the later of (x) the date specified by the foregoing provisions of this Agreement or (y) the date that is six (6) months after the date of the Executive's separation from service (or, if earlier, the date of the Executive's death). Any installment payments that are delayed pursuant to this Section 11 shall be accumulated and paid in a lump-sum on the first day of the seventh month following the Date of Termination (or, if earlier, upon the Executive's death) and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits are covered by (i) the "short-term deferral exception" set forth in Treas. Reg. § l.409A-l(b)(4), (ii) the "two times severance exception" set forth in Treas. Reg. § l.409A-1(b)(9)(iii), or (iii) the "limited payments exception" set forth in Treas. Reg. § 1.409A-l(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits in order of payment in such manner as results in the maximum exclusion of such Severance Payments from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest or penalties that may be imposed on the
Executive under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the date and year first above written, and agree to be bound legally hereby.
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| S&T BANCORP, INC. |
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EXECUTIVE: |
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By: /s/ Jeffrey D. Grube |
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By: /s/ Stephen A. Drahnak |
| Name: Jeffrey D. Grube |
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Name: Stephen A. Drahnak |
| Title: Chairman, Compensation Committee |
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Title: Executive Vice President |
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| Date: April 20, 2015 |
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Date: April 10, 2015 |
EXHIBIT A
IRREVOCABLE RELEASE AGREEMENT
This IRREVOCABLE RELEASE AGREEMENT (the "Agreement") is entered into effective as of the latest date set forth below (the "Effective Date"), by and between Stephen A. Drahnak (the "Executive") and S&T Bancorp, Inc. (the "Company").
WHEREAS, the Company and the Executive are party to a Severance Agreement (as the same may be amended from time to time, the "Severance Agreement"'), pursuant to which the Executive is eligible, subject to the terms and conditions set forth in the Severance Agreement, to receive certain "Severance Benefits" (as defined in the Severance Agreement) in the event of certain qualifying terminations of employment;
WHEREAS, the Executive's employment terminated on (the "Separation Date"); and
WHEREAS, as a condition to, and in consideration for, receiving Severance Benefits, the Executive is required to deliver to the Company a general release on the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained. of other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged by the parties, it is agreed as follows:
I.Release of Claims. In consideration for the Severance Benefits provided to the Executive under the Severance Agreement, the Executive hereby expressly waives, releases, acquits and forever discharges the Company and its predecessors, successors, assigns, divisions, subsidiaries, affiliates, parents, officers, directors, employees, members, managers, supervisors, employees, partners, agents, attorneys and representatives, and each of their affiliates (hereinafter the "Released Parties"), from any and all claims, demands, and causes of action which the Executive has or claims to have, whether known or unknown, of whatever nature, which exist or may exist as of the date of this Agreement. As used in this Agreement, "claims," "demands" and "causes of action" include, but are not limited to, contract claims, equitable claims, fraud claims, tort claims, discrimination claims, harassment claims, retaliation claims, personal injury claims, emotional distress claims, public policy claims, wage claims, claim for equity compensation and/or for vesting or accelerated vesting of equity compensation, claims for severance pay vacation pay, debts, accounts, attorneys' fees, compensatory damages, punitive damages, and/or liquidated damages, and any and all claims arising under the Americans with Disabilities Act, the Family and Medical Leave Act, or any other federal, state or local statute governing employment, including but not limited to Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment Retraining and Notification Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Older Workers Benefit Protection Act, or any amendments to the above acts. The Executive specifically agrees that this Agreement extends to claims which the Executive does not know or suspect to exist in the Executive's favor and which, if the Executive did know to exist, would have materially affected this Agreement with the Company.
II.Release of Claims for Age Discrimination. Without in any way limiting the generality or scope of the release of claims set forth in Section 1 of this Agreement, the Executive hereby understands and agrees to release any and all claims, rights or benefits the Executive may have arising out of or under the Age Discrimination in Employment Act of 1967 ("ADEA''), 29 U.S.C. § 621, et seq., as amended, the Older Workers Benefit Protection Act, as amended. or any equivalent or comparable provision of federal, state or local law.
A.The Executive acknowledges that Company has advised him in writing to consult with an attorney of his choice before signing this Agreement, and the Executive has been given the opportunity to consult with an attorney of his choice before signing this Agreement.
B.The Executive acknowledges that the Executive has been given the opportunity to review and consider this Agreement for a full twenty-one (21) days before signing it, and that, if the Executive has signed this Agreement in less than that time, the Executive has done so voluntarily in order to obtain sooner the benefits of this Agreement.
C.The Executive further acknowledges that the Executive may revoke this Agreement within seven (7) days after signing it, provided that this Agreement will not become effective until such seven (7) day period has expired. To be effective, any such revocation must be in writing and delivered to the Company's principal place of business by the close of business on the seventh (7th) day after signing the Agreement and must expressly state the Executive's intention to revoke this Agreement. Provided that the Executive does not timely revoke this Agreement, the eighth (8th) day following the Executive's execution hereof shall be deemed the "Effective Date" of this Agreement.
D.The Executive and the Company also agree that the release provided by the Executive in this Agreement does not include a release for claims under the ADEA arising after the date the Executive signs this Agreement.
E.The Executive further acknowledges and agrees that the amounts the Executive is to receive under the Executive's Severance Agreement exceed the amounts to which the Executive would otherwise be entitled upon his separation from employment with Company.
F.Notwithstanding anything to the contrary in herein, this Agreement does not extend to (a) any breach by the Company of this Agreement, (b) any rights to indemnification or the Company's certificate of incorporation or by-laws, or (c) any rights that as a matter of law cannot be waived and released or to any statutory or contractual rights of indemnification, such as claims for violation of the Fair Labor Standards Act, claims for workers' compensation benefits and claims for vested retirement or welfare benefits, if any, under any Company sponsored plans.
III.No Filing of Claims. The Executive represents and warrants that the Executive does not presently have on file, and further represents and warrants to the maximum extent allowed by law that the Executive will not hereafter file, any lawsuits, claims, charges, grievances or complaints against the Company and/or the Released Parties in or with any administrative, state, federal or governmental entity, agency, board or court, or before any other tribunal or panel or arbitrators, public or private, based upon any actions or omissions by the Company and/or the
Released Parties occurring prior to the Effective Date of this Agreement. Notwithstanding the foregoing, this Agreement is not intended to and does not prevent, restrict, or interfere with Executive's rights to: (i) to challenge the validity of this Agreement under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act, (ii) file a charge or complaint with any appropriate federal, state, or local agency, including the United States Equal Employment Opportunity Commission, or (iii) participate in or cooperate with any such charge or complaint procedure. In the event that an administrative agency or court assumes jurisdiction over any charge or complaint involving claims that are released by Paragraphs 1 or 2, the Executive hereby agrees not to accept, recover, or receive any resulting money damages or other relief that otherwise would be due in excess of $500.00.
IV.No Injuries. The Executive certifies that as of the Separation Date, the Executive is not suffering from a work-related injury and that the Executive has not failed to report a work related injury to Company.
V.Compliance With Restrictive Covenants. The Executive represents and warrants that, through the date on which the Executive executes this Agreement, the Executive has been in compliance with Section 7 and 8 of the Severance Agreement (the '"Restrictive Covenants"). The Executive acknowledges and agrees that, following termination of employment; the Executive will continue to be bound by the Restrictive Covenants as provided in, and subject to the terms of, the Severance Agreement.
VI.Estoppel. The Executive agrees that in the event that the Executive chooses to file a legal claim or charge against the Company and/or any of the Releasees, that the Company and/or the Releasees may present this Agreement for purposes of having the claim or charge dismissed in its entirety without objection from Executive.
VII. Integration. This Agreement sets forth the entire agreement between the Company and the Executive pertaining to the subject matter hereof (except as otherwise set forth herein) and fully supersedes any and all prior agreements or understandings between the Company and the Executive pertaining to the subject matter hereof (except as otherwise set forth herein). This Agreement cannot be amended, modified, or supplemented in any respect except by written agreement entered into and signed by the parties hereto.
VIII. Successors and Assigns. This Agreement shall be binding upon the Executive and upon the Executive's heirs, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of the Released Parties and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns. This Agreement shall be binding upon the Company and upon the Company's assigns and shall inure to the benefit of the Executive and his heirs, administrators, representatives, executors, successors, and assigns.
IX. Pennsylvania Law/Forum. This Agreement shall, in all respects, be interpreted, enforced and governed under the laws of the Commonwealth of Pennsylvania applicable to contracts executed and performed in Pennsylvania without giving effect to conflicts of law principles.
X. No Admission of Wrongdoing. This Agreement shall not in any way be construed as an admission by the Company of any acts of unlawful conduct, wrongdoing or discrimination
against the Executive, and the Company specifically disclaims any liability to the Executive on the part of itself, its employees, or its agents. This Agreement shall not in any way be construed as an admission by the Executive of any acts of unlawful conduct, wrongdoing or discrimination against the Company, and the Executive specifically disclaims any liability to Company on the part of his agents.
XI. Severability. If any provision, or portion thereof, of this Agreement is held to be invalid or unenforceable or to be contrary to public policy or any law, for any reason, the remainder of the Agreement shall not be affected thereby.
XII. Voluntary Agreement. THE EXECUTIVE UNDERSTANDS AND AGREE THAT THE EXECUTIVE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT THE EXECUTIVE HAS ENTERED INTO THIS AGREEMENT VOLUNTARILY, AFTER HAYING THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF THE EXECUTIVE'S OWN CHOOSING, WITH A FULL UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.
XIII. Counterparts. This Agreement may be signed in counterparts, each of which shall be considered an original for all purposes, and all of which taken together shall constitute one and the same written agreement.
BY SIGNING BELOW, I AM FREELY AND KNOWINGLY ENTERING INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL RELEASABLE CLAIMS THAT I HAVE OR MIGHT HAVE AGAINST RELEASEES AND DO SO WITH THE UNDERSTANDING THAT NOTHING HEREIN IS INTENDED TO PREVENT ME FROM FILING A CHARGE WITH ANY APPROPRIATE FEDERAL STATE OR LOCAL AGENCY, OR COOPERATING IN ITS INVESTIGATION. I HAVE READ THE ABOVE TERMS OF THIS GENERAL RELEASE AGREEMENT, AND AGREE TO BE LEGALLY BOUND BY THE TERMS SET FORTH HEREIN ABOVE.
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND HEREBY, the Company has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, on the date(s) set forth below.
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| S&T BANCORP, INC. |
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EXECUTIVE: |
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| By: _________________________________ |
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By: _________________________________ |
| Title: ________________________________ |
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Title: ________________________________ |
| Date: ________________________________ |
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Date: ________________________________ |
EX-10.5
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exhibit105.htm
EX-10.5
Document
S&T BANK - CONFIDENTIALITY, TRADE SECRETS, NON-SOLICITATION AND SEVERANCE AGREEMENT
THIS CONFIDENTIALITY, TRADE SECRETS, NON-SOLICITATION AND
SEVERANCE AGREEMENT ("Agreement") is made and entered into the latest date set forth below by and between S&T Bancorp, Inc, S&T Bank, and their subsidiaries and affiliated companies (hereinafter referred to collectively as "S&T Bank") and the undersigned employee hereinafter referred to as ("Employee").
In consideration for the severance pay and benefits offered herein, Employee hereby agrees to abide by the following terms, conditions and restrictive covenants both during Employee's employment and after Employee's separation from employment at S&T Bank, no matter the reason for Employee's separation.
1.SEVERANCE. If Employee's employment is terminated without Cause, as defined below, Employee will be entitled to one year of pay at his/her last base salary paid in accordance with S&T Bank's regular payroll practices over twelve (12) months commencing on the first regular payroll date following termination of employment and will also be eligible to receive paid COBRA benefits for twelve (12) months if COBRA is properly elected (collectively referred to as "Severance"). Employee will not be eligible for any other benefits, including the HSA contribution. Employee agrees that in the event of a termination with Cause, the restrictions set forth below will remain in full force and effect without entitlement to Severance pay or COBRA benefits. Employee agrees that should Employee choose to resign his employment, Employee will not be entitled to any Severance. Employee understands that no matter the reason for termination of employment, whether voluntary or involuntary, Employee remains obligated to comply with the restrictive covenants set forth below in Paragraphs 2-5.
"Cause" means termination of Employee's employment due to any one or more of the following:
a.Failure to substantially perform employment duties set forth in your job description (other than by reason of Disability), after reasonable demand for substantial performance has been delivered by S&T Bank specifically identifying the manner in which S&T Bank believes that you have not performed your duties, and the Employee has been given a reasonable opportunity to cure any deficiencies in performance; or
b.Willful conduct that demonstrably results in material injury to S&T Bank; or
c.Personal dishonesty or breach of fiduciary duty to S&T Bank that in either case results or was intended to result in personal profit to Employee at the expense of S&T Bank; or
d.Willful violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment or supervisory agreement, which violation demonstrably results in material injury to S&T Bank.
2.CONFIDENTIALITY. During the period of Employee's employment and continuing thereafter indefinitely, Employee agrees to maintain the confidentiality of S&T Bank's Confidential Information. 'Confidential Information" shall include, but is not necessarily limited to, any information concerning S&T Bank 's accounts, sales and sales volume; any information related to customers or prospective customers with whom the Employee had contact with, or became aware of, while working at S&T Bank; S&T Bank's prospect lists, business strategies, business manuals, software products, patented products, copyrighted information, operating methods and any other trade secret or proprietary information belonging to S&T Bank, or relating to S&T Bank 's affairs, that is not public information.
3.NON-SOLICITATION OF CUSTOMERS AND RESTRICTIONS RELATING TO FUTURE SERVICES. Following the termination of Employee s employment and continuing for a period of one (1) year after Employee is no longer employed by S&T Bank for any reason, Employee agrees to refrain from doing any business with and/or soliciting any Customer(s) of S&T Bank. The term "soliciting", as used herein, shall mean directly or indirectly contacting any S&T Bank Customer for the purposes of directly or indirectly furnishing any financial, wealth management, insurance, or other banking services that S&T Bank provides, or is permitted by law to provide, on the date the Employee's employment is terminated. The prohibited solicitation may occur in a variety of mediums, including, but not limited to, direct mail, email, telephone, fax, in- person communication, and active use of social media platforms. "Active use" of social media, as used herein, includes any focused and deliberate social media activity directed to certain Customers, but does not include activities such as generally updating employment or contact information or advertising a new employer's products or services. The term "Customer(s)'', as used herein, shall mean any individual, corporation, partnership, business or other entity, whether for-profit or not-for-profit (i) whose existence and business is known to Employee as a result of Employee's access to S&T Bank's customer lists, customer account information, or other business related information; or (ii) that is a business entity or individual with whom Employee has contracted on behalf of S&T Bank, performed services for, or negotiated with during the two (2) year period preceding the termination of Employee's employment.
4.NON-SOLICITATION OF EMPLOYEES. During the period of Employee's employment and continuing for a period of one (1) year after Employee is no longer employed by S&T Bank for any reason, Employee agrees not to directly or indirectly hire, solicit, employ, or knowingly permit any enterprise or business wherein Employee owns or becomes employed to employ any person who was employed by S&T Bank at any time during the two (2) year period preceding Employee's termination of employment with
S&T Bank, or in any manner facilitate the leaving of any person from his or her employment with S&T Bank.
5.RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's employment for any reason, Employee shall promptly deliver to S&T Bank, in whatever format or medium, all materials containing any Confidential Information or trade secrets which are in the possession of Employee.
6.SEVERABILITY. The parties intend that the provisions of this Agreement shall be enforceable to the fullest extent permissible under applicable law. In the event that a court of competent jurisdiction shall determine that one or more of the provisions of the above stated restrictive covenants in Paragraphs 2, 3 or 4 above is so broad as to be unenforceable, then such provision shall be deemed to be reduced in scope or length, as the case may be, to the extent required to make the covenants enforceable.
7.REMEDIES. Employee agrees that if Employee is receiving severance pay and violates this Agreement, S&T Bank may elect to cease making severance payments and recover any payments previously made to Employee. In addition, Employee stipulates and agrees that any breach of this Agreement by Employee will result in immediate and irreparable harm to S&T Bank, the amount of which will be extremely difficult to ascertain, and that S&T Bank could not be reasonably or adequately be compensated by damages in an action at law. For these reasons, S&T Bank shall have the right to obtain such preliminary, temporary or permanent injunctions or restraining orders or decrees as may be necessary to protect S&T Bank against, or on account of, any breach by Employee of the provisions of this Agreement without the need to post bond in excess of one thousand dollars ($1,000.00). Such right to equitable relief is in addition to all other legal remedies S&T Bank may have to protect its rights. In the event S&T Bank obtains any such injunction, order, decree or other relief, in law or in equity, Employee shall be responsible for reimbursing S&T Bank for all costs associated with obtaining the relief, including reasonable attorneys' fees, and expenses and costs of suit. Employee further covenants and agrees that any order of court or judgment obtained by S&T Bank which enforces S&T Bank's rights under this Agreement may be transferred, without objection or opposition by Employee, to any court of law or other appropriate law enforcement body located in any other state in the United States where S&T Bank does business, and that said court or body shall give full force and effect to said order and or judgment. If Employee violates any of the restrictive covenants set forth hereinabove, the periods described therein shall be extended by that number of days which equals the aggregate of all days during which any such violations occurred.
8.CHOICE OF LAW, JURISDICTION AND VENUE. Employee agrees that this Agreement shall be deemed to have been made and entered into in Indiana County, Pennsylvania and that the Law of the Commonwealth of Pennsylvania shall govern this Agreement, without regard to conflict of laws principles. Employee agrees that for purposes of enforcing this Agreement, jurisdiction and venue is exclusively limited in any proceeding brought by S&T Bank to enforce its rights hereunder to the Court of Common Pleas of Indiana County, Pa. or the United States District Court for the Western District
of Pennsylvania. Employee agrees to waive any objections to the jurisdiction and venue of the courts set forth above, including any objection to personal jurisdiction, venue, and/or forum non-conveniens, in any proceeding by S&T Bank to enforce its rights hereunder. Employee agrees not to object to any petition filed by S&T Bank to remove an action filed by Employee from a forum or court not located in Indiana County, Pennsylvania. Should Employee object to a petition for removal, Employee agrees to be responsible for S&T Bank's legal fees and expenses associated with the removal of said petition.
9.SERVICE OF PROCESS. Employee irrevocably consents to the service of any summons and complaint and any other process which may be served in any action or proceeding arising out of or related to this Agreement by mailing by certified, registered mail a copy of such process to the Employee's last known address.
10.SECTION 409A. It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Code. Any payments that qualify for the "short -term deferral" exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitation on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of services under this Agreement may only be made upon a "separation from Service" under 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on you pursuant to Section 409A of the Code. If the end of the calendar year in which employment terminates falls within the Release Period specified under Section 11 below, then any severance payments otherwise due under Section 1 of the Agreement in the year of termination shall be delayed until the later of the first regular payroll period following the end of the calendar year employment terminates of the date the Employee complies with Section 11 of this Agreement. The remaining severance payments shall then be made at the regular time.
11.CHANGE-IN-CONTROL. In the event of a change-in-control, as defined in Employee's Severance Agreement (a/k/a Change-In Control Agreement) employee shall not be entitled to receive the severance provided herein.
12.RELEASE OF CLAIMS. In order to receive the severance benefits, Employee will first have to agree to and sign a general release of all claims against S&T Bank in a form required by S&T Bank within twenty-one (21) days of receipt.
13.ASSIGNMENT. S&T Bank shall have the right to assign this Agreement to any successor organization. Employee agrees to be obligated by this Agreement to any successor, assign or surviving entity. Employee may not assign this Agreement.
14.HEADINGS. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
15.NOTIFICATION RIGHTS. Should Employee obtain employment subsequent to terminating employment with S&T Bank for any reason, Employee agrees to provide a copy of this Agreement to the new employer. Employee also agrees that S&T Bank has the right to notify any subsequent employer of the content of this Agreement.
16.NO WAIVER. S&T Bank's failure to insist upon strict compliance with any provisions of (whether or not similar), or to assert, any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.
17.RIGHT TO CONSULT ATTORNEY. Employee has the right to consult an attorney before agreeing to abide by the restrictions relating to current and future employment set forth in this Agreement.
18.COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.
19.ELECTRONIC DOCUMENT. Employee understands that this Agreement will be maintained in an electronic format by S&T, and that such document is as valid as the one that contains Employee's original signature.
Agreeing to be legally bound hereby, this 30th day of October 2020, the parties affix their respective signatures below:
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| S&T BANK |
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EMPLOYEE |
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| /s/ David G. Antolik |
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/s/ LaDawn D. Yesho |
| David G. Antolik, President |
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LaDawn D. Yesho |
Date: 11/3/20 |
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Date: October 30, 2020 |
EX-10.6
7
exhibit106.htm
EX-10.6
Document
S&T BANK - CONFIDENTIALITY, TRADE SECRETS, NON-SOLICITATION AND SEVERANCE AGREEMENT
THIS CONFIDENTIALITY, TRADE SECRETS, NON-SOLICITATION AND SEVERANCE AGREEMENT ("Agreement") is made and entered into the latest date set forth below by and between S&T Bancorp, Inc, S&T Bank, and their subsidiaries and affiliated companies (hereinafter referred to collectively as "S&T Bank") and the undersigned employee hereinafter referred to as ("Employee").
In consideration for the severance pay and benefits offered herein, Employee hereby agrees to abide by the following terms, conditions and restrictive covenants both during Employee's employment and after Employee's separation from employment at S&T Bank, no matter the reason for Employee's separation.
1.SEVERANCE. If Employee's employment is terminated without Cause, as defined below, Employee will be entitled to one year of pay at his/her last base salary paid in accordance with S&T Bank's regular payroll practices over twelve (12) months commencing on the first regular payroll date following termination of employment and will also be eligible to receive paid COBRA benefits for twelve (12) months if COBRA is properly elected (collectively referred to as "Severance"). Employee will not be eligible for any other benefits, including the HSA contribution. Employee agrees that in the event of a termination with Cause, the restrictions set forth below will remain in full force and effect without entitlement to Severance pay or COBRA benefits. Employee agrees that should Employee choose to resign his employment, Employee will not be entitled to any Severance. Employee understands that no matter the reason for termination of employment, whether voluntary or involuntary, Employee remains obligated to comply with the restrictive covenants set forth below in Paragraphs 2-5.
"Cause" means termination of Employee's employment due to any one or more of the following:
a.Failure to substantially perform employment duties set forth in your job description (other than by reason of Disability), after reasonable demand for substantial performance has been delivered by S&T Bank specifically identifying the manner in which S&T Bank believes that you have not performed your duties, and the Employee has been given a reasonable opportunity to cure any deficiencies in performance; or
b.Willful conduct that demonstrably results in material injury to S&T Bank; or
c.Personal dishonesty or breach of fiduciary duty to S&T Bank that in either case results or was intended to result in personal profit to Employee at the expense of S&T Bank; or
d.Willful violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment or supervisory agreement, which violation demonstrably results in material injury to S&T Bank.
2.CONFIDENTIALITY. During the period of Employee's employment and continuing thereafter indefinitely, Employee agrees to maintain the confidentiality of S&T Bank's Confidential Information. "Confidential Information" shall include, but is not necessarily limited to, any information concerning S&T Bank 's accounts, sales and sales volume; any information related to customers or prospective customers with whom the Employee had contact with, or became aware of, while working at S&T Bank; S&T Bank's prospect lists, business strategies, business manuals, software products, patented products, copyrighted information, operating methods and any other trade secret or proprietary information belonging to S&T Bank, or relating to S&T Bank 's affairs, that is not public information.
3.NON-SOLICITATION OF CUSTOMERS AND RESTRICTIONS RELATING TO FUTURE SERVICES. Following the termination of Employee's employment and continuing for a period of one (1) year after Employee is no longer employed by S&T Bank for any reason, Employee agrees to refrain from doing any business with and/or soliciting any Customer(s) of S&T Bank. The term "soliciting", as used herein, shall mean directly or indirectly contacting any S&T Bank Customer for the purposes of directly or indirectly furnishing any financial, wealth management, insurance, or other banking services that S&T Bank provides, or is permitted by law to provide, on the date the Employee's employment is terminated. The prohibited solicitation may occur in a variety of mediums, including, but not limited to, direct mail, email, telephone, fax, in- person communication, and active use of social media platforms. "Active use" of social media, as used herein, includes any focused and deliberate social media activity directed to certain Customers, but does not include activities such as generally updating employment or contact information or advertising a new employer's products or services. The term "Customer(s)", as used herein, shall mean any individual, corporation, partnership, business or other entity, whether for-profit or not-for-profit (i) whose existence and business is known to Employee as a result of Employee's access to S&T Bank's customer lists, customer account information, or other business related information; or (ii) that is a business entity or individual with whom Employee has contracted on behalf of S&T Bank, performed services for, or negotiated with during the two (2) year period preceding the termination of Employee's employment.
4.NON-SOLICITATION OF EMPLOYEES. During the period of Employee's employment and continuing for a period of one (1) year after Employee is no longer employed by S&T Bank for any reason, Employee agrees not to directly or indirectly hire, solicit, employ, or knowingly permit any enterprise or business wherein Employee owns or becomes employed to employ any person who was employed by S&T Bank at any time during the two (2) year period preceding Employee's termination of employment with
S&T Bank, or in any manner facilitate the leaving of any person from his or her employment with S&T Bank.
5.RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's employment for any reason, Employee shall promptly deliver to S&T Bank, in whatever format or medium, all materials containing any Confidential Information or trade secrets which are in the possession of Employee.
6.SEVERABILITY. The parties intend that the provisions of this Agreement shall be enforceable to the fullest extent permissible under applicable law. In the event that a court of competent jurisdiction shall determine that one or more of the provisions of the above stated restrictive covenants in Paragraphs 2, 3 or 4 above is so broad as to be unenforceable, then such provision shall be deemed to be reduced in scope or length, as the case may be, to the extent required to make the covenants enforceable.
7.REMEDIES. Employee agrees that if Employee is receiving severance pay and violates this Agreement, S&T Bank may elect to cease making severance payments and recover any payments previously made to Employee. In addition, Employee stipulates and agrees that any breach of this Agreement by Employee will result in immediate and irreparable harm to S&T Bank, the amount of which will be extremely difficult to ascertain, and that S&T Bank could not be reasonably or adequately be compensated by damages in an action at law. For these reasons, S&T Bank shall have the right to obtain such preliminary, temporary or permanent injunctions or restraining orders or decrees as may be necessary to protect S&T Bank against, or on account of, any breach by Employee of the provisions of this Agreement without the need to post bond in excess of one thousand dollars ($1,000.00). Such right to equitable relief is in addition to all other legal remedies S&T Bank may have to protect its rights. In the event S&T Bank obtains any such injunction, order, decree or other relief, in law or in equity, Employee shall be responsible for reimbursing S&T Bank for all costs associated with obtaining the relief, including reasonable attorneys' fees, and expenses and costs of suit. Employee further covenants and agrees that any order of court or judgment obtained by S&T Bank which enforces S&T Bank's rights under this Agreement may be transferred, without objection or opposition by Employee, to any court of law or other appropriate law enforcement body located in any other state in the United States where S&T Bank does business, and that said court or body shall give full force and effect to said order and or judgment. If Employee violates any of the restrictive covenants set forth hereinabove, the periods described therein shall be extended by that number of days which equals the aggregate of all days during which any such violations occurred.
8.CHOICE OF LAW, JURISDICTION AND VENUE. Employee agrees that this Agreement shall be deemed to have been made and entered into in Indiana County, Pennsylvania and that the Law of the Commonwealth of Pennsylvania shall govern this Agreement, without regard to conflict of laws principles. Employee agrees that for purposes of enforcing this Agreement, jurisdiction and venue is exclusively limited in any proceeding brought by S&T Bank to enforce its rights hereunder to the Court of Common Pleas of Indiana County, Pa. or the United States District Court for the Western District
of Pennsylvania. Employee agrees to waive any objections to the jurisdiction and venue of the courts set forth above, including any objection to personal jurisdiction, venue, and/or forum non-conveniens, in any proceeding by S&T Bank to enforce its rights hereunder. Employee agrees not to object to any petition filed by S&T Bank to remove an action filed by Employee from a forum or court not located in Indiana County, Pennsylvania. Should Employee object to a petition for removal, Employee agrees to be responsible for S&T Bank's legal fees and expenses associated with the removal of said petition.
9.SERVICE OF PROCESS. Employee irrevocably consents to the service of any summons and complaint and any other process which may be served in any action or proceeding arising out of or related to this Agreement by mailing by certified, registered mail a copy of such process to the Employee's last known address.
10.SECTION 409A. It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Code. Any payments that qualify for the "short -term deferral" exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitation on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of services under this Agreement may only be made upon a "separation from Service" under 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on you pursuant to Section 409A of the Code. If the end of the calendar year in which employment terminates falls within the Release Period specified under Section 11 below, then any severance payments otherwise due under Section 1 of the Agreement in the year of termination shall be delayed until the later of the first regular payroll period following the end of the calendar year employment terminates of the date the Employee complies with Section 11 of this Agreement. The remaining severance payments shall then be made at the regular time.
11.CHANGE-IN-CONTROL. In the event of a change-in-control, as defined in Employee's Severance Agreement (a/k/a Change-In Control Agreement) employee shall not be entitled to receive the severance provided herein.
12.RELEASE OF CLAIMS. In order to receive the severance benefits, Employee will first have to agree to and sign a general release of all claims against S&T Bank in a form required by S&T Bank within twenty-one (21) days of receipt.
13.ASSIGNMENT. S&T Bank shall have the right to assign this Agreement to any successor organization. Employee agrees to be obligated by this Agreement to any successor, assign or surviving entity. Employee may not assign this Agreement.
14.HEADINGS. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
15.NOTIFICATION RIGHTS. Should Employee obtain employment subsequent to terminating employment with S&T Bank for any reason, Employee agrees to provide a copy of this Agreement to the new employer. Employee also agrees that S&T Bank has the right to notify any subsequent employer of the content of this Agreement.
16.NO WAIVER. S&T Bank's failure to insist upon strict compliance with any provisions of (whether or not similar), or to assert, any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.
17.RIGHT TO CONSULT ATTORNEY. Employee has the right to consult an attorney before agreeing to abide by the restrictions relating to current and future employment set forth in this Agreement.
18.COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.
19.ELECTRONIC DOCUMENT. Employee understands that this Agreement will be maintained in an electronic format by S&T, and that such document is as valid as the one that contains Employee's original signature.
Agreeing to be legally bound hereby, this day of October 2020, the parties affix their respective signatures below:
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| S&T BANK |
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EMPLOYEE |
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| /s/ David G. Antolik |
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/s/ Stephen A. Drahnak |
| David G. Antolik, President |
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Stephen A. Drahnak |
Date: 10/22/20 |
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EX-31.1
8
exhibit311.htm
EX-31.1
Document
Exhibit 31.1
CERTIFICATION
I, Christopher J. McComish, certify that:
1.I have reviewed this quarterly report on Form 10-Q of S&T Bancorp, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 8, 2025
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| /s/ Christopher J. McComish |
| Christopher J. McComish, Chief Executive Officer (Principal Executive Officer) |
EX-31.2
9
exhibit312.htm
EX-31.2
Document
Exhibit 31.2
CERTIFICATION
I, Mark Kochvar, certify that:
1.I have reviewed this quarterly report on Form 10-Q of S&T Bancorp, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 8, 2025
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| /s/ Mark Kochvar |
| Mark Kochvar, Chief Financial Officer (Principal Financial Officer) |
EX-32
10
exhibit32.htm
EX-32
Document
Exhibit 32
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
SARBANES-OXLEY ACT SECTION 906
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the S&T Bancorp, Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher J. McComish, Chief Executive Officer of the Company, and I, Mark Kochvar, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the dates and period covered by the Report.
This certificate is being made for the exclusive purpose of compliance by the Chief Executive Officer and Chief Financial Officer of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than as specifically required by law.
Date: May 8, 2025
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| /s/ Christopher J. McComish |
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/s/ Mark Kochvar |
| Christopher J. McComish, Chief Executive Officer (Principal Executive Officer) |
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Mark Kochvar, Chief Financial Officer (Principal Financial Officer) |