Mark Kochvar
About Mark Kochvar
Senior Executive Vice President and Chief Financial Officer of S&T Bancorp (STBA) since February 2010; officer since 2008; age 64 . He beneficially owns 94,848 STBA shares as of February 28, 2025 . Company performance in 2024: net income $131.3M, diluted EPS $3.41, ROA 1.37%, ROE 9.86% . Long-term incentives tie to peer-relative ROAE and TSR; 2021 performance shares vested at 73% (ROAE 56th percentile plus TSR modifier at 83rd percentile) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&T Bancorp, Inc. | Senior Executive Vice President & Chief Financial Officer | Feb 2010–present | Principal financial officer; regular earnings call presenter and capital commentary |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $380,000 | $429,077 | $441,924 |
| Target Bonus (% of Base) | 50% | 50% | 50% |
| Perquisites and Other Benefits (2024) | — | — | 401(k) match $10,675; Car allowance $6,000; Life insurance premiums $6,732; Company-paid life/AD&D coverage up to $900,000; Nonqualified plan contributions $0; Other $0 |
Performance Compensation
Management Incentive Plan (MIP) – Structure and 2024 Outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Diluted EPS | 60% | $3.00 | $3.25 | ≥$3.58 | $3.41 | Contributes to 127% of target |
| PPNR / Avg. Assets (non-GAAP) | 20% | 1.56% | 1.79% | ≥2.02% | 1.77% | Contributes to 127% of target |
| Nonperforming Assets / (Loans+OREO) | 20% | 0.51% | 0.40% | ≤0.30% | 0.36% | Contributes to 127% of target |
| Executive | 2024 MIP Actual Payout (% of Base) | 2024 Cash Award ($) |
|---|---|---|
| Mark Kochvar (CFO) | 64% | $281,940 |
Program safeguards include a Minimum Gateway Requirement (ROAE ≥5%) and Shareholder Protection Feature (no payouts if below “well-capitalized” ratios) .
Long-Term Incentive Plan (LTIP) – 2024 Grants and Vesting
| Grant Year | Award Type | Units Granted | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2024 | Time-based RSUs | 3,583 | Pro rata annually over 3 years | $262,802 (financial reporting fair value) |
| 2024 | Performance RSUs (PRSUs) | 3,583 | Earned based on 2024–2026 ROAE vs S&P 600 Banks and TSR modifier | Included above |
Performance PRSUs payout curve: ROAE at 25th/50th/75th percentiles → 50%/100%/150% of target (linear interpolation) . TSR modifier adjusts PRSU payout by -30%/0%/+30% at the 25th/50th/75th percentiles (linear) . 2021 PRSUs vested at 73% (ROAE 56th percentile = 43% plus +30% TSR modifier at 83rd percentile) . Grants are subject to clawback and the same gateway/protection features as MIP .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial Ownership | 94,848 shares as of Feb 28, 2025 |
| Shares Outstanding | 38,370,213 shares as of record date Feb 28, 2025 |
| Ownership % | ~0.25% (94,848 ÷ 38,370,213) |
| Unvested Time-based RSUs (as of 12/31/2024) | 2022 grant: 1,069; 2023 grant: 2,270; 2024 grant: 3,583 |
| Unearned PRSUs at Maximum (as of 12/31/2024) | 2022 grant: 6,127; 2023 grant: 6,607; 2024 grant: 6,987 |
| Ownership Guidelines | CFO required to hold ≥3× base salary; Kochvar meets guidelines as of 12/31/2024 |
| Sale Restrictions | Officers may sell only shares sufficient to cover taxes on vesting until guidelines are met |
| Hedging/Pledging | Hedging prohibited; pledging by NEOs not allowed . Company policy prohibits hedging; directors/officers/employees barred from hedging transactions |
| Options | All prior options expired unexercised on Dec 19, 2015; no options outstanding |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None for CFO; agreements provided only for CEO/President; CFO covered by confidentiality/non-solicit and severance agreements |
| Change-in-Control | Double-trigger severance; multiple based on salary+target bonus |
| CFO CIC Multiple & Illustrative Payout (12/31/2024) | 2×; Lump sum $1,554,000; COBRA $15,537; Total $1,569,537 (subject to 280G cutback) |
| Non-Compete/Non-Solicit | Robust covenants required for CIC benefits; historically 12-month non-compete/non-solicit for executives receiving 200%/300% multiples |
| Death/Disability Equity Treatment | Pro-rata vesting of outstanding equity; 2024 pro-rata equity value would be $484,553 at 12/31/2024 price; basic life and AD&D coverage up to $900,000 each |
| Clawback | Applies to bonuses/incentives based on materially inaccurate financials or metrics |
| Tax Gross-ups | Not provided to NEOs |
Retirement and Deferred Compensation
| Plan | Credited Service | Present Value / Balance | 2024 Activity |
|---|---|---|---|
| Employees’ Retirement Plan of S&T Bank | 24 years | $1,014,600 | 2024 change in pension value negative $91,700 (not shown in SCT totals) |
| Supplemental Savings & Make-up (Nonqualified) | 24 years | $323,800 | Aggregate account balance $683,095; 2024 earnings $133,294; 2024 registrant contributions $0 |
Compensation Structure Analysis
- Cash vs equity mix: 2024 SCT shows salary $441,924, stock awards $262,802, annual incentive $281,940; long-term equity is meaningful and performance-based via ROAE/TSR .
- Performance metric rigor: MIP uses audited EPS (60%), PPNR (20%), and asset quality (20%); payout 127% of target reflected strong EPS and asset quality, slight under-target PPNR .
- Risk controls: Gateway ROAE ≥5%, well-capitalized requirement, clawback, no option repricing; hedging/pledging barred .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | 95% approval (26,128,706 shares voted for) |
Compensation Peer Group (Benchmarking)
Peer banks used by Aon for 2024 executive compensation benchmarking include: 1st Source, Berkshire Hills, Brookline, Camden National, City Holding, Community Bank System, First Commonwealth, First Financial, First Merchants, German American, Horizon Bancorp, Lakeland Financial, NBT Bancorp, OceanFirst, Park National, Peoples Bancorp, Premier Financial, Sandy Spring, Tompkins Financial, WesBanco . Performance peer group for LTIP: S&P 600 Bank Industry Index .
Performance Compensation – Detailed Table (2024)
| Metric | Weighting | Target | Actual | Payout vs Allocated Target | Vesting |
|---|---|---|---|---|---|
| EPS | 60% | $3.25 | $3.41 | Above Target; contributes to 127% overall | Cash paid |
| PPNR / Avg. Assets | 20% | 1.79% | 1.77% | Slightly below Target; contributes to 127% overall | Cash paid |
| Nonperforming Assets Ratio | 20% | 0.40% | 0.36% | Better than Target; contributes to 127% overall | Cash paid |
| 2024 PRSUs – ROAE vs Peers | — | 50th percentile (100% payout) | 2024–2026 measurement | 0–150% of target (linear) | Shares vest at 3rd anniversary |
| 2024 PRSUs – TSR Modifier | — | 50th percentile (0% modifier) | 2024–2026 measurement | -30%/0%/+30% modifier (linear) | Applied to PRSU payout |
Equity Ownership – Detailed Breakdown (as of 12/31/2024)
| Grant Year | Unvested Time-based RSUs (#) | Unearned PRSUs at Max (#) | Market Value of Unvested Time-based ($) |
|---|---|---|---|
| 2022 | 1,069 | 6,127 | $40,857 at $38.22 |
| 2023 | 2,270 | 6,607 | $86,759 at $38.22 |
| 2024 | 3,583 | 6,987 | $136,942 at $38.22 |
Employment Terms – Change-in-Control Economics (Illustrative 12/31/2024)
| Executive | Multiple of Salary + Target Bonus | Lump Sum ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|
| Mark Kochvar (CFO) | 2× | $1,554,000 | $15,537 | $1,569,537 |
Investment Implications
- Alignment: Kochvar’s compensation is tied to audited financial metrics and peer-relative ROAE/TSR; clawback and capital adequacy gate increase pay-for-performance integrity .
- Retention risk: Significant unvested equity across 2022–2024 grants (time-based and PRSUs), plus double-trigger CIC protection at 2× salary+target bonus, supports retention through the 2024–2026 performance cycle .
- Insider selling pressure: No options outstanding; time-based RSUs vest annually. Given ownership guideline compliance, tax-only sale restriction no longer applies, but hedging/pledging prohibitions and policy discipline mitigate misalignment risks .
- Governance signals: 2024 say-on-pay received 95% approval, and Aon’s independent review of peers/programs suggests low pay inflation risk and strong governance practices .