Michael J. Donnelly
About Michael J. Donnelly
Independent director of S&T Bancorp, Inc. since 2001; age 67. Donnelly is President of Indiana Printing and Publishing Company, Inc. (since 1993) and has worked with the Indiana County Chamber of Commerce and the Indiana County Development Corporation for 30+ years on regional business retention and attraction initiatives . The Board affirmed his independence under NASDAQ rules on January 29, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana Printing and Publishing Company, Inc. | President | 1993–present | Leads a local business; brings borrower/SMB perspective to bank credit and compensation oversight |
| Indiana County Chamber of Commerce | Community/economic development leader | 30+ years (cumulative) | Business retention/attraction in Indiana, PA area |
| Indiana County Development Corporation | Community/economic development leader | 30+ years (cumulative) | Business retention/attraction; local economic development |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Donnelly in the proxy |
Board Governance
- Committee assignments: Compensation & Benefits; Credit Risk; Executive; Nominating & Corporate Governance (Chair) .
- Independence: Board determined Donnelly independent under NASDAQ rules (Jan 29, 2025) .
- Attendance: In 2024, each director attended at least 75% of aggregate Board/committee meetings; all directors attended the annual meeting .
- Board/committee meeting cadence (2024): Board (6); Audit (9); Compensation & Benefits (5); Credit Risk (4); Nominating & Corporate Governance (4); Risk (4); Executive (as needed; did not meet in 2024) .
- Governance practices: Independent, non-executive Chair (Christine J. Toretti) with executive sessions of independent directors at least twice per year; Chair presides over executive sessions .
- Nominating & Governance committee scope (Donnelly as Chair): Board/committee independence and composition, annual Board/committee/director assessments (enhanced multi-layer process), director nominations, director orientation/education, and review/approval of related-party transactions pursuant to policy -.
Fixed Compensation (Director)
| Component | 2024 Amount/Detail | Vesting/Timing |
|---|---|---|
| Annual cash retainer | $70,000 for non-employee directors | Paid in May 2024 for service through May 13, 2025 |
| Committee chair fee | $12,500 for Nominating & Corporate Governance Chair | Included in cash fees |
| Total cash fees (Donnelly) | $82,500 | 2024 service period |
| Annual equity (RSUs) | $50,000 grant (1,573 RSUs at $31.80 close on 5/14/2024) - | 100% vests on May 13, 2025 |
Notes: Director compensation uses cash retainer + time-based RSUs; no per-meeting fees disclosed; emphasis on equity to align with shareholders .
Performance Compensation (Committee Oversight Focus)
Directors do not receive performance-based awards. As a Compensation & Benefits Committee member, Donnelly oversees NEO incentive design and risk safeguards (clawback, capital “gateway,” CRO risk review). The 2024 Management Incentive Plan (MIP) metrics and results were:
| Metric (weight) | Threshold | Target | Maximum | 2024 Actual | Payout Method |
|---|---|---|---|---|---|
| EPS (60%) | $3.00 | $3.25 | $3.58+ | $3.41 | Linear interpolation 0–175% of allocated target - |
| PPNR/Average Assets (20%) | 1.56% | 1.79% | 2.02%+ | 1.77% (non-GAAP) | Linear interpolation |
| Non-performing Assets/(Loans+OREO) (20%) | 0.51% | 0.40% | 0.30% or lower | 0.36% | Linear interpolation |
Result: 2024 MIP corporate factor paid at 127% of target; plan included ROAE ≥5% “Minimum Gateway Requirement” and well-capitalized “Shareholder Protection Feature” .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None disclosed for Donnelly |
| Compensation committee interlocks | Company disclosed no interlocks/insider participation for 2024; no member was an officer, and no reciprocal executive/director interlocks existed |
Expertise & Qualifications
- Local business operator with borrower/SMB lens; insight into local corporate and consumer borrower issues .
- Governance experience: Chair of Nominating & Corporate Governance; member of Compensation & Benefits and Executive Committees .
- Credit perspective: member of Credit Risk Committee .
- Community/economic development experience via chamber/development corporation work .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 38,076 shares (<1% of 38,370,213 outstanding) |
| Unvested director RSUs as of 12/31/2024 | 1,573 units (standard 2024 director grant) |
| Director ownership guidelines | $100,000 minimum within 1 year to stand for 2nd/3rd term; $250,000 minimum to stand for 4th+ term; all directors except Ramachandran satisfied as of Jan 29, 2025 (Ramachandran achieved in Feb 2025) |
| Hedging/pledging | Hedging prohibited for directors, officers, employees; policy filed with 10-K; no pledging policy disclosed in proxy - |
Governance Assessment
-
Strengths
- Independent director (affirmed Jan 29, 2025) with key governance role as Nominating & Corporate Governance Chair; member of Compensation & Benefits, Credit Risk, and Executive Committees .
- Solid engagement: all directors met ≥75% attendance in 2024; all attended annual meeting .
- Shareholder alignment signals: director equity grants (time-based RSUs); director ownership guidelines met; company prohibits hedging - .
- Pay oversight: strong risk controls (ROAE gateway, capital condition, clawback), and 2024 Say-on-Pay support of 95% indicate broad investor approval of pay design .
-
Watch items / conflicts
- No related-party transactions disclosed for Donnelly; Nominating Committee (which he chairs) reviews RPTs. The only material RPT disclosed for 2024 was a facility lease with a trust related to Board Chair Christine J. Toretti ($168,852) and was approved under policy .
- Long tenure (director since 2001) is disclosed; Board reports average tenure 11.9 years and uses mandatory retirement at 72 plus ongoing refreshment (new directors added in 2024) .
Director Compensation (Detail)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 82,500 | 50,000 | 132,500 |
Grant detail: 1,573 RSUs on May 14, 2024 at $31.80 closing price; vests 100% on May 13, 2025 -.
Related-Party Exposure
- Policy: Nominating & Corporate Governance Committee reviews, approves, or ratifies related-party transactions; comprehensive definitions and process in place -.
- Disclosures (2024): No RPTs disclosed for Donnelly. A lease with a trust related to Director Toretti totaled $168,852 in 2024; terms described and approved under policy .
Say-on-Pay & Shareholder Feedback (Context for Comp Committee Member)
- 2024 Say-on-Pay approval: 95% support at 2024 annual meeting .
- Independent external advisor: Aon engaged; Compensation Committee determined advisor independence and no conflicts .
Committee Work (Scope Highlights)
- Compensation & Benefits: NEO pay design, incentive risk review with CRO, stock ownership, double-trigger CIC protections; authority to use independent advisors -.
- Nominating & Corporate Governance (Chair): Board composition/refreshment, performance assessments (board/committee/individual), director nominations, education, RPT oversight -.
- Credit Risk: Reviews credit administration risk management; portfolio and policy oversight; independent credit risk review function .
- Executive: Acts on behalf of Board between meetings; met as needed (no meetings in 2024) .