S&T BANCORP INC 8-K

What Happened
S&T Bancorp, Inc. announced an amended and restated employment agreement with CEO Christopher J. McComish. The agreement was entered April 2, 2026 and is effective January 1, 2026, with a four-year term and automatic one-year renewals thereafter. It sets minimum pay and incentive terms and updates severance, benefit and post‑employment covenant provisions.

Key Details

• Base salary: at least $785,000 per year; annual bonus target equal to 67% of base salary under the company’s management incentive plan.
• Long-term incentives: target value of at least 100% of base salary (50% time-vesting; 50% time- and performance-vesting).
• Perquisites: annual vehicle allowance up to $25,000; reimbursement of certain club dues; legal fees for agreement preparation reimbursed up to $25,000.
• Severance and COBRA: if terminated without cause or for good reason, cash severance = 2×(base salary + target bonus) (3× if within 2 years after a change in control) plus 24 months of COBRA premiums (36 months if within 2 years after a change in control); treatment of equity awards varies by termination and change-in-control timing. Severance is conditioned on signing a release.
• Post-employment covenants: perpetual nondisclosure and non-disparagement; non-compete and non-solicitation restrictions apply for one year after termination.

Why It Matters
This 8-K shows the company has locked in compensation and severance terms for its CEO, including meaningful short- and long-term incentive targets and change-in-control protections. For investors, the agreement clarifies potential future cash and equity payouts tied to McComish’s employment or a termination event (including change‑in‑control scenarios), and confirms standard post‑employment restrictions intended to protect the bank’s confidential information and customer relationships.