Christopher J. McComish
About Christopher J. McComish
Christopher J. McComish, age 60, is Chief Executive Officer of S&T Bancorp, Inc. (S&T) and S&T Bank (since Aug 24, 2021) and a director since 2021; he was elected Chair of the Board effective Sept 28, 2025, with a Lead Independent Director appointed concurrently to preserve independent oversight . He brings 37+ years in banking across consumer, commercial, business banking and wealth, including prior CEO/COO roles at larger institutions; he holds a B.A. in international economics from Ohio Wesleyan University . Under his leadership, 2024 results included net income of $131.3 million, EPS $3.41, ROA 1.37%, ROE 9.86%, customer deposit growth of $411.7 million (5.76%), and improved asset quality (provision $0.1 million) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TCF Bank | Senior Executive Vice President, Consumer Banking; led all consumer, business banking, and wealth | 2018–2021 | Large‑scale P&L leadership across multi-line retail and small business; digital emphasis . |
| Scottrade Bank (subsidiary of Scottrade Financial Services) | President & CEO; Board Member | 2015–2017 | Led a digital bank; technology and risk management exposure . |
| BMO Harris Bank | Head of Personal Banking; later COO, Personal & Commercial Banking | 2008–2015 | Enterprise operations leadership; transformation and execution in a larger bank context . |
| Wachovia/First Union | Regional and line-of-business leadership roles | 1987–2008 | 20+ years of progressive leadership in community and regional banking . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Scottrade Bank | Director (in addition to CEO) | 2015–2017 | Board experience at a digital‑first bank . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 750,000 | 772,000 (2.9% raise) |
| Annual MIP Target (% of Salary) | 67% | 67% | 67% |
| Actual MIP (Non‑Equity Incentive) ($) | 859,275 | 407,025 | 656,895 (85% of salary; 127% corporate factor) |
| All Other Compensation ($) | 51,643 | 92,801 | 79,489 |
Notes:
- 2024 MIP corporate metrics and weightings: EPS (60%), PPNR/Average Assets (20%), Non‑performing Assets/(Loans+OREO) (20%); payout curve 0–175% by metric; corporate factor achieved 127% for 2024 .
- No individual performance factor for NEOs in 2024 MIP (corporate only) .
Performance Compensation
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Long‑Term Incentive Plan (LTIP) design
- Mix: 50% time‑based RSUs (pro rata vest over 3 years); 50% performance‑based RSUs (PRSUs) with 3‑year performance tied to relative ROAE (50th percentile = 100% payout; 25th=50%; 75th=150%), modified by relative 3‑yr TSR (−30%/0/+30%) .
- Gatekeepers: “Minimum Gateway” ROAE ≥5% and “Shareholder Protection” well‑capitalized status; clawback applies; no single‑trigger CIC vesting .
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2024 CEO LTIP grant | Grant Date | Grant Value ($) | Time‑Based Units (#) | Performance Units (#) | Grant mechanics | |---|---:|---:|---:|---| | Apr 1, 2024 | 794,699 | 12,460 | 12,460 | Target opportunity 100% of salary per agreement; grant price methodology disclosed; PRSUs subject to ROAE vs S&P 600 bank peers with TSR modifier . |
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Historical vesting outcome signal
- 2021 LTIP performance shares vested at 73% in Apr 2024 (ROAE at 56th percentile → 43% base; TSR at 83rd percentile → +30% modifier) .
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2024 MIP performance table (Company metrics) | Metric | Weight | Target | Actual 2024 | Payout result | |---|---:|---:|---:|---:| | EPS ($) | 60% | 3.25 | 3.41 | Contributed to 127% corporate payout . | | PPNR/Average Assets (%) | 20% | 1.79 | 1.77 | Contributed per plan curve . | | Non‑performing Assets/(Loans+OREO) (%) | 20% | 0.40 | 0.36 | Contributed per plan curve . |
Equity Ownership & Alignment
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Beneficial ownership | As of Feb 28, 2025 | Shares beneficially owned | % of outstanding | |---|---:|---:| | Christopher J. McComish | 4,675 | <1% (38,370,213 shares outstanding) |
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Unvested and unearned awards (12/31/2024) | Grant | Unvested Time‑Based Units (#) | Market Value ($) at $38.22 | Unearned PRSUs at Max (#) | Max Payout Value ($) | |---|---:|---:|---:|---:| | 4/1/2022 | 4,218 | 161,212 | 24,188 | 924,458 | | 4/1/2023 | 7,775 | 297,161 | 22,626 | 864,760 | | 4/1/2024 | 12,460 | 476,221 | 24,297 | 928,631 |
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Ownership policies and practices
- CEO stock ownership guideline: 5× base salary; compliance deadline is the earlier of Apr 24, 2029 or 5 years after attaining Tier status; Mr. McComish’s 5× requirement becomes effective Aug 23, 2026; until met, sales generally limited to shares to cover taxes on vesting .
- Hedging and pledging prohibited for officers; company has a formal Insider Trading Policy (filed with 10‑K) .
- Employee‑director compensation: employee directors receive no Board fees or director equity; avoids double‑dipping .
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Near‑term selling pressure indicators
- On Dec 23, 2022, he elected to defer vesting of all units granted in 2023 and later until a future date; had 2024 tranches otherwise vested, 7,921 shares ($252,601) would have been delivered—deferral reduces immediate supply .
- Multiple RSU tranches vest pro‑rata annually from 2022–2026 cohorts; PRSUs cliff‑vest based on 3‑year performance; however, policy and ownership guidelines constrain discretionary sales until guideline achieved .
Employment Terms
| Term | Key provision |
|---|---|
| Agreement/Term | Initial 3‑year employment agreement effective Aug 23, 2021; auto‑renews annually thereafter . |
| Base salary and incentives | Initial base $750,000 (subject to committee adjustments); annual bonus opportunity; LTIP participation (2022 award fair value $750,000) . |
| Sign‑on/Other | Inaugural equity award $250,000 (50% vest at 6 months, 50% at 12 months); up to $25,000 vehicle allowance (implemented as company car), certain club dues, relocation up to $100,000 . |
| Severance (Good Reason) | If resigns for Good Reason (per agreement): 2× salary + target bonus, 24 months health benefits; vesting of any unvested inaugural grant portion . |
| Change‑in‑Control | Double‑trigger CIC protection for NEOs; designed to keep focus on value creation; includes robust non‑compete/non‑solicit conditions . |
| Clawback | All bonuses/incentives subject to clawback for materially inaccurate financials or metrics, per SEC requirements . |
| No tax gross‑ups | Company policy explicitly disallows tax gross‑ups; no single‑trigger vesting on CIC; no option repricing . |
Board Governance (Director Service, Committees, Dual‑Role Implications)
- Board service: Director since 2021; member, Executive Committee . Employee‑director deemed non‑independent; Board affirmed only the CEO and President are non‑independent .
- Dual‑role development: On Sept 28, 2025, Board combined CEO and Chair roles, appointing McComish as Chair and establishing a Lead Independent Director (Jeffrey D. Grube) with defined oversight duties to maintain robust independent governance .
- Independent oversight: Board maintains standing Audit, Compensation & Benefits (all independent), Nominating & Corporate Governance, Risk, Credit Risk, and Executive Committees; independent directors meet in executive session at least twice per year; all directors met ≥75% attendance in 2024 .
- Director compensation policy: Employee directors receive no Board fees/equity; non‑employee director retainers and RSUs are separate and modestly sized .
Multi‑Year Compensation (Summary)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 750,000 | 847,888 | 859,275 | 51,643 | 2,508,806 |
| 2023 | 750,000 | 839,303 | 407,025 | 92,801 | 2,089,129 |
| 2024 | 764,385 | 913,904 | 656,895 | 79,489 | 2,414,673 |
Director/Shareholder Signals
- Say‑on‑pay support: 95% approval at 2024 annual meeting, indicating strong investor support for pay practices .
- Benchmarking: Compensation Committee uses a defined peer group and S&P 600 Bank industry index for LTIP relative performance (ROAE/TSR); independent consultant Aon engaged; no conflicts identified .
Risk Controls and Red/Green Flags
- Risk controls: ROAE and capital “gatekeepers” on MIP/LTIP; clawback; no hedging/pledging; no single‑trigger CIC; no options repricing; ownership guidelines (CEO 5×) .
- Potential flags to monitor:
- CEO/Chair role consolidation increases reliance on Lead Independent Director effectiveness and committee rigor .
- Ownership still <1% by filings; substantial unvested equity creates alignment but also future settlement events; deferral election reduces near‑term flow .
Investment Implications
- Pay‑for‑performance alignment: Structure emphasizes at‑risk pay (MIP tied to EPS/PPNR/asset quality; LTIP tied to relative ROAE with TSR modifier and capital/ROAE gates), which supports earnings discipline, credit quality, and capital prudence—positive for quality‑of‑earnings and downside risk management .
- Retention risk: Multi‑year RSU ladders and PRSU performance cycles, ownership requirements, and CIC protections reduce flight risk of the CEO; the 2022 deferral election further anchors equity alignment into future periods .
- Trading/flow signals: Annual RSU vesting around Apr 1 (2022–2024 grants) and any future PRSU settlements are predictable supply events; however, policy limits discretionary selling until ownership goals are met, tempering overhang concerns .
- Governance: CEO/Chair consolidation warrants monitoring; the Board instituted an empowered Lead Independent Director to mitigate oversight concerns—watch for committee independence, executive sessions frequency, and say‑on‑pay trends to gauge investor confidence .
- Execution track record: 2024 profitability and asset‑quality outcomes were solid amid industry pressures, supporting incentive payouts; continued deposit growth and credit discipline are key to sustaining ROE/ROAE needed for PRSU vesting and shareholder returns .