James A. Michie
About James A. Michie
James A. Michie, age 48, is Executive Vice President and Chief Credit Officer of S&T Bancorp, Inc. (STBA) and S&T Bank, a role he has held since May 2022 after serving as Senior Vice President and Senior Credit Officer at First Horizon Bank from September 2016 to May 2022 . Company performance under the current leadership has emphasized credit quality and profitable growth: in 2024 STBA delivered net income of $131.3 million and diluted EPS of $3.41 with ROA 1.37%, ROE 9.86%, and ROTE 13.84% . For the nine months ended September 30, 2025, diluted EPS was $2.60, pre-provision net revenue to average assets was 1.78%, and the efficiency ratio (FTE) was 56.35% . The company’s long-term incentive framework uses peer-relative ROAE and a TSR modifier; the 2021 performance shares vested at 73% based on ROAE at the 56th percentile and TSR at the 83rd percentile, illustrating strong shareholder-return alignment .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| S&T Bancorp, Inc. / S&T Bank | Executive Vice President & Chief Credit Officer | May 2022–Present | Executive officer; credit leadership |
| First Horizon Bank | Senior Vice President & Senior Credit Officer | Sep 2016–May 2022 | Senior credit oversight at a regional bank |
Fixed Compensation
- Individual base salary, target bonus, and actual bonus payouts for Mr. Michie are not itemized in the proxy (he is not a named executive officer for 2024). Senior management compensation is governed by S&T’s Management Incentive Plan (MIP) and Long-Term Incentive Plan (LTIP), with clawbacks and risk controls (Minimum Gateway ROAE ≥5%; capital “well capitalized” requirement) .
Performance Compensation
2024 MIP Structure and Outcomes (applies to NEOs and Section 16 officers; corporate-only for these participants)
| Metric | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Diluted EPS ($) | 60% | 3.25 | 3.41 | 127% of target (corporate component) |
| PPNR / Avg Assets (%) | 20% | 1.79 | 1.77 | 127% of target (corporate component) |
| Asset Quality (NPA / Loans+OREO, %) | 20% | 0.40 | 0.36 | 127% of target (corporate component) |
- Shareholder Protection Feature and Minimum Gateway Requirement (ROAE ≥5%) apply; awards do not pay if capital ratios fall below “well capitalized” .
- For NEOs and Section 16 officers (which includes executive officers subject to Section 16 reporting), the 2024 MIP excluded individual performance factors, relying solely on corporate metrics .
LTIP Structure (2024 awards mechanics)
| Component | Design | Performance Standard | Payout Curve |
|---|---|---|---|
| Time-Based RSUs | 50% of grant; pro rata vesting over 3 years | Continued employment | 3 equal annual tranches |
| Performance RSUs (PRSU) | 50% of grant | ROAE vs peer group (S&P 600 Banks); TSR modifier vs peer group | ROAE: 25th pct=50%, 50th=100%, 75th=150%; TSR modifier: 25th=-30%, 50th=0%, 75th=+30% |
- Historical reference: 2021 PRSUs vested at 73% (ROAE 56th percentile → 43% plus TSR 83rd percentile → +30%) .
Equity Ownership & Alignment
Beneficial Ownership Progression
| Metric | Feb 2023 | Feb 2024 | Feb 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 323 | 2,179 | 5,422 |
| Ownership % of Outstanding | <1% | <1% | <1% |
- RSU Grant at onboarding: On a Form 3 filed August 2, 2022, Mr. Michie reported 5,000 RSUs that vest equally over the three successive anniversaries of the grant date (grant-related event July 25, 2022) .
- Hedging/Pledging: Company prohibits hedging by directors, officers, and employees via its Insider Trading Policy ; and does not allow pledging or hedging of common stock by NEOs under compensation policies . No pledging by Mr. Michie is disclosed in the proxy .
- Stock ownership guidelines: Robust multiples apply to NEOs (CEO 5x salary; President/CFO 3x; other NEOs 2x), with limited ability to sell until compliance; these policies are specified for NEOs and not expressly stated for non-NEO executive officers .
Vesting Schedule (Onboarding RSUs)
- 5,000 RSUs vest in three equal installments on the first, second, and third anniversaries of the grant date (grant-related event: July 25, 2022) .
Employment Terms
- Role/Start: Executive Vice President & Chief Credit Officer since May 2022; prior at First Horizon Bank as Senior Vice President & Senior Credit Officer (Sep 2016–May 2022) .
- Agreements: Employment agreements disclosed only for CEO and President (renewable, with severance terms); change-in-control agreements provided to selected senior management including all NEOs, with double-trigger protections and risk controls; no individual agreement for Mr. Michie is disclosed .
- Clawbacks: All payments subject to clawback under SEC rules; compensation policies emphasize pay-for-performance and risk mitigation .
Performance & Track Record
- Credit quality and profitability: 2024 provision for credit losses was $0.1 million, with nonperforming assets at $27.9 million (0.36% of loans+OREO); total deposits grew $261.3 million and portfolio loans grew $89.6 million (1.17%) . Nine months ended Sep 30, 2025 delivered net income of $100.263 million, diluted EPS $2.60, and ROAA 1.38% .
- Incentive alignment: LTIP structure ties 3-year ROAE and TSR relative to peers; 2021 PRSUs vested at 73% on combined metrics, indicating above-median TSR contribution to payouts .
- Section 16 compliance note: Proxy discloses one late Section 16 filing for Mr. Michie related to processing of awarded units upon joining in 2022 (administrative calculation timing) .
Governance and Shareholder Feedback (Context)
- Say-on-pay approval: 95% of votes cast approved NEO compensation at the 2024 annual meeting, signaling broad support for the pay framework .
- Compensation peer group and design: Peer set includes S&P 600 regional banks; Aon engaged as independent consultant; compensation emphasizes balanced risk-taking and shareholder alignment .
Investment Implications
- Alignment: Michie’s equity-based onboarding grant and increasing beneficial ownership enhance alignment; company-wide clawbacks, capital/risk gates, and prohibition on hedging further reinforce shareholder-friendly incentives .
- Vesting/Supply: The three-year RSU vesting from the 2022 grant can create periodic supply; however, company policies limit discretionary sales among executives subject to ownership guidelines (noted explicitly for NEOs) .
- Retention: LTIP mix (50% PRSUs with peer-relative ROAE/TSR plus 50% time-based RSUs) and risk gates indicate strong retention architecture; no separate employment agreement is disclosed for Michie, but standard senior-management change-in-control protections apply to selected officers (explicitly including NEOs) .
- Execution risk: Credit metrics and provision discipline in 2024–2025 provide supportive context for a Chief Credit Officer; continued peer-relative performance under the LTIP will be a meaningful indicator of value creation and payout sensitivity over the 2024–2026 cycle .