LaDawn Yesho
About LaDawn Yesho
LaDawn D. Yesho is Executive Vice President and Chief Risk Officer (CRO) of S&T Bancorp (STBA), serving in the CRO role since July 2021 after leading Internal Audit as Chief Audit Executive from 2009–2021; she is age 50 per the 2025 proxy and has ~16 years at S&T as of 2025 . Under her risk leadership, S&T’s 2024 performance included EPS of $3.41, ROA 1.37%, ROE 9.86%, strong asset quality (nonperforming assets 0.36% of loans+OREO), and a 127% corporate payout under the annual incentive plan, evidencing pay-for-performance alignment . Long-term incentive results show performance shares from the 2021 grant vested at 73% due to ROAE at the 56th percentile and a TSR modifier at the 83rd percentile, signaling strong relative shareholder returns during the performance window . S&T’s governance embeds risk oversight with the CRO reporting to the CEO and directly to the Board Risk Committee, consistent with enterprise risk management best practices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&T Bancorp / S&T Bank | EVP & Chief Risk Officer | Jul 2021–present | Leads ERM; CRO reports directly to CEO and has direct access to Board Risk Committee . |
| S&T Bancorp / S&T Bank | EVP & Interim Chief Risk Officer | Jun 2021–Jul 2021 | Transitioned into CRO role . |
| S&T Bancorp / S&T Bank | EVP & Chief Audit Executive & Assistant Secretary | Dec 2017–Jun 2021 | Independent assurance; third line of defense interface to Audit Committee . |
| S&T Bancorp / S&T Bank | EVP & Chief Audit Executive | Dec 2012–Dec 2017 | Led Internal Audit . |
| S&T Bancorp / S&T Bank | SVP & Chief Audit Executive | May 2009–Dec 2012 | Established/strengthened audit program post-retirement-plan freeze era . |
External Roles
- Not disclosed in the proxy; no external directorships or outside roles are listed for Ms. Yesho .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $340,000 | $353,000 |
| Target Bonus (% of Base) | 40% | 40% |
| Actual Annual Incentive (MIP) Paid ($) | $110,160 | $179,324 |
- Stock ownership guidelines: CEO 5x, President/CFO 3x, other NEOs 2x of salary by 2029/within 5 years of tier status; Ms. Yesho meets guidelines as of 12/31/2024 .
Performance Compensation
Annual Incentive (MIP) – 2024 Structure and Results
| Metric | Weighting | Target | Actual | Payout Factor vs Allocated Target |
|---|---|---|---|---|
| EPS | 60% | $3.25 | $3.41 | Above target; contributes to 127% aggregate |
| PPNR / Avg Assets (non-GAAP) | 20% | 1.79% | 1.77% | Slightly below target; interpolation applied |
| Nonperforming Assets / (Loans+OREO) | 20% | 0.40% | 0.36% | Better than target; supports payout |
| Total Corporate Payout Level | — | — | — | 127% of target |
- Gateway and safety features: Minimum ROAE ≥5% and “well-capitalized” regulatory ratios required for payouts; clawbacks apply to materially inaccurate financials/performance criteria .
Long-Term Incentives (LTIP) – Grants and Design
| Metric | 2023 Grant | 2024 Grant |
|---|---|---|
| Award Value ($) | $132,342 | $145,355 |
| Time-Based RSUs (#) | 2,104; pro rata vest over 3 yrs | 2,279; pro rata vest over 3 yrs |
| Performance RSUs (PRSUs) (#) | 2,104; ROAE relative to S&P 600 banks; TSR modifier ±30% | 2,279; ROAE relative to S&P 600 banks; TSR modifier ±30% |
| Shareholder Protection & Gateway | Well-capitalized + ROAE gateway; clawback applies |
-
2021 LTIP vesting outcome (for context): Performance shares vested at 73% based on ROAE 56th percentile (+43%) and TSR 83rd percentile (+30% modifier) .
-
Grant-date fair value as reported (accounting): 2024 $167,158; 2023 $152,193 (financial statement fair values) .
Equity Ownership & Alignment
Beneficial Ownership
| As of | Shares Beneficially Owned | Shares Outstanding | Ownership % |
|---|---|---|---|
| Feb 28, 2024 | 23,480 | 38,273,189 | ~0.061% (derived from cited figures) |
| Feb 28, 2025 | 28,093 | 38,370,213 | ~0.073% (derived from cited figures) |
- Policy prohibits hedging and pledging; NEOs not permitted to hedge or pledge S&T stock .
- Ownership guidelines compliance: Ms. Yesho meets required multiple as of 12/31/2024; NEOs generally limited to sell only enough shares to cover taxes until guidelines achieved, reducing selling pressure .
Vested vs Unvested (as of Dec 31, 2024)
| Grant | Unvested Time-Based Units (#) | Market Value ($) | Unearned PRSUs at Max (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 04/01/2022 | 710 | $27,136 (close $38.22) | 4,064 | $155,318 |
| 04/01/2023 | 1,410 | $53,890 | 4,103 | $156,809 |
| 04/01/2024 | 2,279 | $87,103 | 4,444 | $169,852 |
- Stock vested in 2024: 2,887 shares; value realized $92,066 .
- Stock vested in 2023: 2,081 shares; value realized $65,447 .
Deferred Compensation and Retirement
| Year | Exec Contributions ($) | Company Contributions ($) | Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| 2023 | $32,661 | $11,431 | $87,893 | $466,134 |
| 2024 | $15,422 | $5,398 | $99,845 | $586,798 |
- Pension: Not eligible for qualified pension; Nonqualified “Retirement Make-Up” present value $117,900 (2024) ; illustrative lump sum if retired at 65 (as of 1/1/2025) $61,400 .
Employment Terms
- No individual employment agreement for Ms. Yesho; only CEO and President have employment contracts .
- Change-in-control protection: Double-trigger CIC agreements for NEOs with robust non-compete/non-solicit provisions; details for other NEO severance multiples not disclosed; CEO/President examples provided for context in proxy .
- Clawback: Company may cancel/recoup bonuses/incentives based on materially inaccurate financials or performance metric criteria, per SEC-compliant policy .
- Insider Trading Policy: Prohibits hedging by directors, officers, employees (and controlled entities) .
Investment Implications
- Alignment: High at-risk pay mix with objective risk-adjusted metrics (EPS, PPNR, asset quality) and relative ROAE/TSR in LTIP; 2024 corporate payout at 127% reflects performance delivery while maintaining capital/regulatory gateways .
- Selling pressure: Three-year pro-rata vesting of RSUs, ownership guidelines, and prohibition on pledging/hedging reduce forced selling risk; Ms. Yesho meets ownership requirements, indicating strong alignment and lower retention risk tied to ownership shortfalls .
- Retention and risk governance: Double-trigger CIC, non-compete/non-solicit, and robust ERM structure with CRO direct access to the Board strengthen continuity and oversight; lack of guaranteed tax gross-ups and single-trigger vesting reduces governance risk .
- Execution signals: Performance share vesting at 73% (2021 grant) driven by strong relative TSR and mid-pack ROAE indicates value creation in incentive windows; ongoing 2024 asset quality and EPS outperformance support incentive payouts and may be positively viewed by investors tracking management performance discipline .
- Shareholder support: Say-on-pay approvals remain high (95% in 2024), suggesting investor endorsement of the pay framework and its performance linkage .