Christina A. Cassotis
About Christina A. Cassotis
Independent director of S&T Bancorp, Inc. since 2017; age 60; currently CEO of the Allegheny County Airport Authority (operates Pittsburgh International Airport and Allegheny County Airport) since January 2015. Prior experience includes senior aviation consulting leadership at SH&E and ICF-SH&E; current external affiliations include the U.S. Travel Association, the Federal Reserve Bank of Cleveland’s Pittsburgh Branch board, and the International Aviation Women’s Association. The Board affirmed her independence under NASDAQ rules in January 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SH&E, Inc. | Aviation strategy advisor | 1999–2007 | Global airport advisory; strategy and planning. |
| ICF-SH&E | Managing Officer, Airport Services | 2007–2014 | Led global airport consulting team; change leadership and value creation. |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Allegheny County Airport Authority | Chief Executive Officer | Jan 2015–present | Operational leadership of PIT/AGC; regulated industry risk oversight. |
| U.S. Travel Association | Board member | Current (not dated) | Industry policy and travel ecosystem network. |
| Federal Reserve Bank of Cleveland (Pittsburgh Branch) | Board member | Current (not dated) | Regional economic oversight and governance. |
| International Aviation Women’s Association | Member | Current (not dated) | Professional leadership network. |
| EQT Corporation | Director | Oct 2018–Jul 2019 | Prior public company directorship. |
Board Governance
- Committee assignments: Audit; Compensation & Benefits (Chairperson); Executive; Risk.
- Independence status: Board determined Cassotis and all Compensation Committee members are independent under NASDAQ and SEC rules; Audit Committee members meet SEC/NASDAQ independence.
- Attendance and engagement: 2024 Board held 6 meetings; Audit 9; Compensation 5; Credit Risk 4; Nominating 4; Risk 4; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet at least twice per year without management; presided by independent Chair (pre-September 2025).
- Leadership changes: On September 24, 2025 the Board combined CEO and Chair roles (Christopher J. McComish) and created a Lead Independent Director role (Jeffrey D. Grube) to strengthen independent oversight.
Fixed Compensation
- Director fee schedule (FY2024): Annual cash retainer $70,000; annual stock award $50,000 (1,573 RSUs granted May 14, 2024, vest May 13, 2025); chair retainers—Compensation Chair $12,500; Audit Chair $20,000; Credit Risk/Nominating/Risk Chairs $12,500; Board Chair $90,000.
- Cassotis FY2024 director pay: Cash fees $82,500 (base + Compensation Chair); Stock awards $50,000; Total $132,500.
| Item | FY2023 | FY2024 |
|---|---|---|
| Cash Fees ($) | 82,500 | 82,500 |
| Equity Grant ($) | 50,000 (1,905 units granted May 16, 2023, vest May 14, 2024) | 50,000 (1,573 units granted May 14, 2024, vest May 13, 2025) |
| Total ($) | 132,500 | 132,500 |
Performance Compensation
Compensation Committee oversight of management pay-for-performance:
- Annual MIP metrics (weightings and targets) include EPS (60%), PPNR/Average Assets (20%), Asset Quality (Nonperforming Assets/Loans+OREO) (20%). 2024 corporate payout was 127% of target.
- LTIP uses 3-year ROAE relative percentile (25th/50th/75th → 50%/100%/150% of target) with TSR modifier (-30%/0%/+30%).
| Metric (2024) | Target | Actual | Weight | Payout vs Allocated Target |
|---|---|---|---|---|
| EPS ($/diluted share) | $3.25 | $3.41 | 60% | Above target (contributed to 127% overall) |
| PPNR/Average Assets (%) | 1.79% | 1.77% | 20% | Slightly below target |
| Asset Quality (NPA/Loans+OREO) (%) | 0.40% | 0.36% | 20% | Better than target |
| Corporate Payout | — | — | — | 127% of target |
Committee risk controls: Minimum ROAE gateway (≥5%) and “well-capitalized” capital ratios must be met; clawbacks apply; Aon engaged as independent consultant with no conflicts.
Other Directorships & Interlocks
| Company | Overlap | Details |
|---|---|---|
| EQT Corporation | Interlock with STBA director Christine J. Toretti | Cassotis served Oct 2018–Jul 2019; Toretti served Oct 2015–Jul 2019 (shared board tenure at EQT). |
Expertise & Qualifications
- Strategic and decisive leadership; experience in highly regulated, high-stakes environments with risk oversight including cyber/technology; successful change management to drive growth and value.
Equity Ownership
- Beneficial ownership: 13,715 shares as of Feb 28, 2025; 11,780 shares as of Feb 28, 2024.
- Director ownership guidelines: $100,000 minimum within 1 year for early terms; $250,000 minimum for fourth+ terms; Board reported all directors except one met guidelines as of Jan 29, 2025.
- Anti-hedging: Directors/officers/employees prohibited from hedging or pledging company stock.
| Ownership Metric | FY2024 (as of Feb 28, 2024) | FY2025 (as of Feb 28, 2025) |
|---|---|---|
| Beneficially owned shares | 11,780 | 13,715 |
| Unvested director RSUs outstanding at year-end | 1,905 (granted 5/16/2023; vested 5/14/2024) | 1,573 (granted 5/14/2024; vested 5/13/2025) |
| Ownership guideline compliance | Met (Board-wide disclosure) | Met (Board-wide disclosure; exception noted did not include Cassotis) |
Insider trades (Form 4):
- 2025-05-13: Acquisition via “M-Exempt” of 1,573 common shares at $38.76 (post-transaction ownership 15,280.3724).
- 2025-05-13: Award of 1,290 Director RSUs (price $0).
Governance Assessment
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Strengths:
- Independent director; chairs Compensation & Benefits Committee; sits on Audit and Risk committees—strong governance depth and pay oversight.
- Compensation design includes objective, audited metrics (EPS, PPNR, asset quality), ROAE gate, capital “well-capitalized” requirement, TSR modifier; clawbacks in place; independent consultant (Aon) vetted for conflicts.
- High Say-on-Pay support: 95% in 2024; 96% in 2023—signals investor confidence in pay practices she oversees.
- Ownership alignment: personal share ownership increased YoY; board-wide adherence to director ownership guidelines; hedging/pledging prohibited.
- Attendance expectations met Board-wide; multiple executive sessions of independents; multi-committee engagement indicates high involvement.
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Risks / RED FLAGS:
- Board leadership transition in Sept 2025 combined CEO and Chair roles—potential concentration of power; mitigated by creation of robust Lead Independent Director role.
- Interlock history: Prior overlapping EQT board service with another STBA director (Toretti) in 2018–2019—monitor for information flow biases; no current conflict disclosed.
- Related-party transactions: None disclosed involving Cassotis; primary related-party lease involves a different director (Toretti), and Regulation O loans are on market terms.
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Overall view: Cassotis brings regulated-industry risk expertise, multi-committee oversight, and disciplined compensation governance that align with shareholder interests; leadership structure change warrants continued monitoring of independent oversight effectiveness post-September 2025.