David G. Antolik
About David G. Antolik
David G. Antolik, age 58, is President of S&T Bancorp and S&T Bank and serves on the Board of Directors (director since 2019). He was Interim CEO from April 1, 2021 to August 23, 2021; previously Chief Lending Officer (2008–Oct 2020) and Senior EVP (2008–Jan 2019). With 36 years in banking and 17+ years in senior management at S&T, his background emphasizes commercial lending and strategic execution. Company performance framing 2024: net income $131.3m, diluted EPS $3.41, ROA 1.37% and ROE 9.86% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&T Bancorp / S&T Bank | President | Jan 2019–present | Day-to-day operating insight and strategic growth execution |
| S&T Bancorp / S&T Bank | Interim CEO & President | Apr 1, 2021–Aug 23, 2021 | Leadership continuity; transition management |
| S&T Bancorp / S&T Bank | Chief Lending Officer | 2008–Oct 2020 | Credit risk, commercial lending oversight |
| S&T Bancorp / S&T Bank | Senior EVP | 2008–Jan 2019 | Senior management, strategy execution |
| S&T Bancorp | Officer of corporation | Since 2004 | Corporate leadership tenure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IUP Research Institute | Chairman | N/A | Regional innovation and research stewardship |
| Indiana County Development Corporation | Board Member | N/A | Local economic development connectivity |
Fixed Compensation
Multi-year compensation for David G. Antolik (NEO):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 500,000 | 500,000 | 503,923 |
| Stock Awards ($, grant-date fair value) | 462,633 | 279,792 | 299,508 |
| Non-Equity Incentive Plan ($) | 427,500 | 202,500 | 321,310 |
| All Other Compensation ($) | 45,543 | 52,406 | 48,607 |
| Total ($) | 1,435,676 | 1,171,198 | 1,173,348 |
Base salary progression:
| Year | Base Salary ($) | % Increase |
|---|---|---|
| 2023 | 500,000 | — |
| 2024 | 506,000 | 1.2% |
Perquisites and company contributions (2024):
| Item | Amount ($) |
|---|---|
| Company contributions to qualified plan | 11,141 |
| Company contributions to nonqualified plan | 13,783 |
| Company car (aggregate incremental cost) | 19,297 |
| Country club dues | — |
| Company-paid life insurance premiums (taxable excess) | 4,386 |
Performance Compensation
2024 Management Incentive Plan (MIP) structure and payout:
| Metric | Weight | Target | Actual | Payout vs Allocated Target |
|---|---|---|---|---|
| EPS ($) | 60% | 3.25 | 3.41 | Linear; contributed to 127% overall result |
| PPNR/Average Assets (%) | 20% | 1.79 | 1.77 | Linear; contributed to 127% overall result |
| Asset Quality (NPA/(Loans+OREO) %) | 20% | 0.40 | 0.36 | Linear; contributed to 127% overall result |
MIP gateway and protection:
- Minimum Gateway Requirement: corporate ROAE ≥ 5% .
- Shareholder Protection Feature: no payout if not “well capitalized” under regulatory ratios .
Antolik’s 2024 MIP specifics:
| Component | Detail |
|---|---|
| Target bonus % of base | 50% |
| Actual payout as % of base | 64% |
| Cash award ($) | 321,310 |
2024 Long-Term Incentive Plan (LTIP) awards and performance mechanics:
| Item | Detail |
|---|---|
| Grant date | Apr 1, 2024 |
| Grant price basis | Average of high/low over 9 trading days ending grant date: $30.98 |
| Time-based RSUs (3-year pro-rata vest) | 4,084 units |
| Performance-based RSUs (PRSUs) | 4,083 units |
| ROAE vs peer group | 25th/50th/75th percentile → 50%/100%/150% of target; linear interpolation |
| TSR modifier (peer-relative) | 25th/50th/75th percentile → -30%/0%/+30% to PRSU payout; linear |
| Shareholder Protection/Clawback | Applies to awards; clawbacks per SEC rules |
Historical vesting outcome:
- 2021 performance shares vested at 73% (ROAE 56th percentile → 43% plus TSR modifier at 83rd percentile → +30%) .
Equity Ownership & Alignment
Beneficial ownership and awards:
| Item | Amount |
|---|---|
| Shares beneficially owned | 78,365; <1% of outstanding |
| Shares outstanding (record date) | 38,370,213 |
| Unvested time-based RSUs (by grant year, units; mkt value at $38.22) | 2022: 2,302 ($87,982); 2023: 2,592 ($99,066); 2024: 4,084 ($156,090) |
| Unearned performance RSUs at max (units; mkt value at $38.22) | 2022: 13,198 ($504,412); 2023: 7,543 ($288,278); 2024: 7,962 ($304,302) |
Ownership policy and restrictions:
- NEO stock ownership guideline: President at 3x base salary; Antolik meets guideline as of 12/31/24; policy limits liquidation of vesting shares to tax-withholding amounts until guideline met .
- Hedging and pledging prohibited for directors and officers .
Potential vesting-related supply:
- 2024 time-based RSUs vest 33%/33%/34% on each anniversary over three years, creating periodic vesting events; PRSUs cliff-vest at 3 years subject to ROAE+TSR performance and gateway/protection features .
Employment Terms
Key agreement economics (President role effective Aug 23, 2021):
| Provision | Terms |
|---|---|
| Agreement term | Initial 3-year; automatic 1-year renewals thereafter |
| Base salary | $500,000 at agreement; subject to Compensation Committee adjustments |
| Annual bonus | Target 50% of base (2021 special target $295,017 due to interim CEO service) |
| LTIP participation | 2022 award grant-date FV $409,217; continued participation under LTIP terms |
| Severance (no CIC; termination without cause or good reason) | 2x salary + target bonus; 24 months COBRA |
| Severance (within 2 years post-CIC; double-trigger) | 3x salary + target bonus; pro-rated target bonus; 36 months COBRA |
| Non-compete / non-solicit | 12 months for executives receiving CIC severance |
| “Good reason” definition | Material diminution of duties/location; benefit/bonus/vacation reductions; successor binding; >10% salary cut; with notice/cure mechanics |
| CIC definition | ≥25% beneficial ownership; board turnover; merger not preserving ≥50% voting power; liquidation/sale of substantially all assets; other 14A-reportable events |
Change-in-control payout illustration (as of 12/31/2024):
| Item | Amount ($) |
|---|---|
| Multiple of salary + target bonus | 3X |
| Lump sum | 2,530,000 |
| COBRA-equivalent medical payment | 22,152 |
| Total payments (subject to potential 280G cutback) | 2,552,152 |
Retirement and deferred compensation:
| Plan | Credited Service | Present Value ($) |
|---|---|---|
| Employees’ Retirement Plan | 26 years | 930,100 |
| Supplemental Savings & Make-up (Nonqualified) | 26 years | 433,300 |
| Nonqualified Deferred Comp (2024 Activity) | Amount ($) |
|---|---|
| Executive contributions | 41,508 |
| Registrant contributions | 13,783 |
| Aggregate earnings | 236,728 |
| Aggregate balance at YE | 1,445,637 |
Board Governance
- Board service: Director since 2019; executive director (non-independent) alongside CEO; nine directors are independent; Board determined Antolik and the CEO are non-independent due to executive roles .
- Committees: Antolik’s director profile lists President role; committee memberships are not assigned to him (employee directors typically do not serve on independent committees) .
- Chair/CEO separation: Independent Chairperson leads Board; roles separated from CEO to strengthen oversight .
- Attendance: In 2024 each director attended ≥75% of Board and committee meetings; Board met 6 times; Compensation Committee met 5 times .
- Director compensation: Employee directors receive no additional director compensation (non-employee directors: $70k cash + $50k RSUs annual) .
Dual-role implications:
- As President and director, Antolik is non-independent, but separation of Chair and CEO and fully independent key committees (Audit, Compensation, Nominating) mitigate governance concentration risk .
Director Compensation (for context; Antolik is an employee director)
| Component | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | 70,000 |
| Annual stock award (non-employee directors) | 50,000 (1,573 RSUs; 100% vest next annual meeting) |
Compensation Structure Analysis
- Pay-for-performance: Annual incentives tied to EPS (60%), PPNR/Average Assets (20%), and asset quality (20%); 2024 payout at 127% of target reflects above-target EPS and asset quality, near-target PPNR .
- Equity mix: Shifted to RSUs/PRSUs—no options; time-based RSUs vest over three years; PRSUs contingent on peer-relative ROAE with TSR modifier, enhancing alignment to shareholder returns .
- Risk controls: Gateway (ROAE ≥5%), “well-capitalized” protection, clawbacks, independent Compensation Committee oversight and external consultant (Aon) support .
- Ownership discipline: 3x salary ownership guideline met; hedging and pledging prohibited; liquidation limited until guideline attained .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Tax gross-ups: None provided to NEOs (shareholder-friendly) .
- Option repricing/backdating: Not permitted; equity delivered via RSUs/PRSUs .
- Related party transactions: Governance policy in place; none indicated for Antolik; transactions disclosed relate to other directors and are arm’s-length .
- Say-on-pay: 95% approval in 2024, signaling shareholder support for pay practices .
Compensation Peer Group (benchmarking framework)
Peer banks used for compensation comparisons (2024): 1st Source, Berkshire Hills, Brookline, Camden National, City Holding, Community Bank System, First Commonwealth, First Financial, First Merchants, German American Bancorp, Horizon Bancorp, Lakeland Financial, NBT Bancorp, OceanFirst, Park National, Peoples Bancorp, Premier Financial, Sandy Spring, Tompkins Financial, WesBanco .
Equity Ownership & Beneficial Holders (context)
- Antolik beneficial ownership: 78,365 shares (<1%) .
- All directors & officers (19 persons): 471,205 shares, ~1.23% of outstanding .
- Large holders: BlackRock 14.56%, Vanguard 12.03%, Dimensional 6.21% .
Investment Implications
- Alignment: Compensation ties to audited EPS, PPNR, and asset quality metrics with robust gateways, reducing risk-taking incentives; PRSUs add peer-relative ROAE and TSR exposure, aligning payouts with shareholder value creation .
- Retention and overhang: Three-year RSU/PRSU schedules support retention; scheduled vesting creates periodic supply, though ownership and anti-hedging/pledging policies temper misalignment risk .
- Change-of-control protections: Double-trigger severance at 3x for the President enhances retention through strategic events but can increase transaction costs; 280G cutback mitigates excise tax exposure .
- Governance: Dual role as executive director reduces independence but is offset by an independent Chair, independent committees, and strong attendance—limiting oversight risk .
- Signal: High say-on-pay support (95%) and clear clawback/ownership policies indicate investor confidence in pay design and alignment; ongoing PRSU performance calibration to peer ROAE/TSR is a monitor for payout risk if relative performance weakens .