Melanie A. Lazzari
About Melanie A. Lazzari
Melanie A. Lazzari is Executive Vice President and Chief Accounting Officer of S&T Bancorp, Inc. effective May 13, 2025; she previously served as Controller of S&T since 2010 and EVP & Controller since 2017. She is 45, a Certified Public Accountant, and holds a bachelor’s degree in accounting from Pennsylvania State University with 20+ years of accounting and banking experience . Company performance under the senior management team in 2024 included net income of $131.3 million and diluted EPS of $3.41; ROA 1.37% and ROE 9.86% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&T Bancorp, Inc. | Senior Vice President & Controller | Feb 2010 – Jan 2017 | Led corporate accounting and financial reporting oversight . |
| S&T Bancorp, Inc. | Executive Vice President & Controller | Jan 2017 – May 2025 | Expanded leadership over accounting controls and reporting . |
| S&T Bancorp, Inc. | Executive Vice President & Chief Accounting Officer | May 2025 – Present | Chief Accounting Officer responsibilities; promotion with no immediate comp changes . |
External Roles
No external public company directorships or related-party transactions disclosed; no arrangements or understandings reported in connection with her appointment .
Fixed Compensation
- No public disclosure of Ms. Lazzari’s base salary, target bonus, or actual bonus; proxy compensation details are provided only for named executive officers (CEO, President, CFO, CCO, CRO) .
- Upon promotion to Chief Accounting Officer, there were no changes to her compensation; any adjustments will follow normal Compensation & Benefits Committee review .
Performance Compensation
S&T’s senior management incentive design (used for NEOs and governing broader senior management plans) incorporates audited corporate metrics: EPS (60% weight), PPNR/Average Assets (20%), and Non-performing Assets/(Loans+OREO) (20%), with a minimum ROAE “gateway” and a capital adequacy “shareholder protection” feature .
| Metric | Weight | 2024 Target | 2024 Actual | Payout % of Allocated Target | Vesting/Conditions |
|---|---|---|---|---|---|
| Diluted EPS ($) | 60% | $3.25 | $3.41 | 127% aggregate corporate payout (linear schedule; metric-level detail not disclosed) | Subject to ROAE ≥5% and well-capitalized status; clawback for NEOs . |
| PPNR/Average Assets (%) (non-GAAP) | 20% | 1.79% | 1.77% | 127% aggregate corporate payout | Same plan protections . |
| Asset Quality (NPA/(Loans+OREO)) (%) | 20% | 0.40% | 0.36% | 127% aggregate corporate payout | Same plan protections . |
Note: The proxy reports 2024 MIP payout of 127% of target for NEOs; Ms. Lazzari’s individual payout is not disclosed .
Equity Ownership & Alignment
Current beneficial ownership snapshot (as of the 2025 proxy record date):
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 20,778 |
| Shares outstanding | 38,370,213 |
| Ownership % of outstanding | ~0.054% (20,778 ÷ 38,370,213) |
- Hedging is prohibited for directors, officers, and employees per the Insider Trading Policy; no pledges are disclosed for Ms. Lazzari. The CD&A additionally states no hedging or pledging by NEOs; pledging policy outside NEOs is not specified in filings .
- Insider selling pressure: Recent Forms 5 show routine increases from dividend reinvestment and 401(k)/IRA contributions; no sale transactions are reported, indicating low near-term selling pressure .
Multi-year ownership trend (end of fiscal year amounts):
| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Direct Common Shares (#) | 6,216.146 | 7,265.8837 | 9,124.0175 | 11,071.7342 | 10,098.7018 | 9,383.098 | 9,743.8418 |
| 401(k)/IRA Common Shares (#) | 4,618.8531 | 5,070.5674 | 5,858.6263 | 6,519.4377 | 7,002.1025 | 7,384.0795 | 7,720.4116 |
| RSUs Outstanding (#) | — | — | — | — | 1,562 | 2,582 (1,047+1,535) | 4,232 (1,666+1,005+532+1,029) |
RSU vesting schedules (current outstanding detail):
| Grant Description | Grant Date | Units | Vesting Schedule |
|---|---|---|---|
| Officer RSUs (2025 tranche) | Apr 1, 2025 | 1,666 | Vests in three equal annual installments beginning Apr 1, 2025 . |
| Special officer grant | Apr 10, 2023 | 1,005 | Vests equally over three successive anniversaries of grant date . |
| Officer RSUs (2023 program) | Apr 1, 2023 | 532 | Vests in three equal annual installments beginning Apr 1, 2023 . |
| Officer RSUs (2024 program) | Apr 1, 2024 | 1,029 | Vests in three equal annual installments beginning Apr 1, 2024 . |
Employment Terms
| Term | Details |
|---|---|
| Current role | EVP & Chief Accounting Officer, effective May 13, 2025 . |
| Prior roles | Controller since 2010; EVP & Controller since 2017 . |
| Severance/Restrictive covenants | Previously entered into a “Severance Agreement and Confidentiality, Trade Secrets, Non-Solicitation and Severance Agreement”; not amended upon promotion . |
| Compensation adjustment on promotion | None at appointment; future adjustments via Compensation & Benefits Committee review . |
| Hedging policy | Hedging of company securities is prohibited for directors, officers, and employees . |
| Change-in-control economics | Company provides double-trigger CIC severance protections for NEOs; terms for non-NEO officers are not disclosed in proxy . |
| Related-party & conflicts | No family relationships; no arrangements/understandings for selection; no related-party transactions requiring disclosure . |
Investment Implications
- Alignment: A growing base of directly held and retirement-plan shares and multiple unvested RSU tranches indicate continued alignment with shareholder outcomes; hedging is prohibited, and no pledging is disclosed .
- Selling pressure: Filings show increases from dividend reinvestment and retirement plan contributions; absence of sale transactions suggests low near-term selling pressure from this insider .
- Compensation governance backdrop: Company-wide incentive gates (ROAE and capital adequacy), audited performance metrics, and clawbacks for NEOs reduce pay-for-risk concerns; 2024 say-on-pay support was 95% .
- Retention/role evolution: Formal severance and restrictive covenants coupled with promotion to CAO with normal-cycle comp review imply stability; lack of disclosed special retention bonuses or change-in-control enhancements at promotion reduces abrupt-transition risk .