Peter R. Barsz
About Peter R. Barsz
Peter R. Barsz, age 68, has served as an independent director of S&T Bancorp since 2019 and is a Certified Public Accountant. He is a partner at Barsz Gowie Amon & Fultz, LLC (since July 2017; partner at predecessor since 1990) and is designated an “audit committee financial expert”; current committee assignments include Audit, Compensation & Benefits, and Risk . He previously served on the board of DNB (holding company for DNB First, N.A.) from January 2018 until its acquisition by S&T in November 2019, and holds several public and civic finance roles in Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barsz Gowie Amon & Fultz, LLC | Partner | Jul 2017–present (partner at predecessor since 1990) | CPA; extensive accounting and consulting experience |
| DNB (holding company for DNB First, N.A.) | Director | Jan 2018–Nov 2019 | Banking board service prior to acquisition by S&T |
| Municipalities in Chester & Delaware Counties (PA) | Finance Director / Appointed Treasurer | Various (not specified) | Governmental financial management and consulting |
| PA State Tax Equalization Board | Chairman | Current | Oversees statewide real estate sales data; independent agency role |
| PA General Assembly Legislative Audit Advisory Committee | Public Member | Current and past 3 sessions | Legislative audit oversight |
| Two real estate holding companies (Media, PA) | Director | Prior service (dates not specified) | Private company directorships |
| Foundation of the Delaware County Chamber of Commerce | Treasurer | Prior service (dates not specified) | Nonprofit finance leadership |
| Family Trust (Delaware County Court of Common Pleas) | Independent Trustee | Recent appointment | Fiduciary oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Barsz Gowie Amon & Fultz, LLC | Partner | Current | Accounting firm partnership; CPA designation |
| PA State Tax Equalization Board | Chairman | Current | State agency chair role |
| Legislative Audit Advisory Committee (PA) | Public Member | Current | Legislative audit oversight |
| Various municipalities (PA) | Finance Director / Appointed Treasurer | Current/Past | Governmental finance roles |
| Family Trust (Court-appointed) | Independent Trustee | Current | Court appointment to trustee role |
Board Governance
- Committee assignments: Audit; Compensation & Benefits; Risk. Barsz is identified as an audit committee financial expert under Sarbanes-Oxley .
- Committee chair roles: Not disclosed for Barsz; current chairs include Audit (Frank J. Palermo, Jr.), Compensation & Benefits (Christina A. Cassotis), Nominating & Corporate Governance (Michael J. Donnelly), Risk (William J. Hieb) .
- Independence: The Board affirmed Barsz is independent under NASDAQ rules (as of Jan 29, 2025) .
- Attendance and engagement: In 2024 the Board held six meetings; committees held Audit (9), Compensation & Benefits (5), Credit Risk (4), Nominating & Corporate Governance (4), Risk (4); each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting; independent directors hold at least two executive sessions per year .
- Governance processes: Robust committee charters; risk oversight structure across Audit, Risk, Compensation & Benefits; authority to meet with management and advisors and hold sessions without management .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 70,000 | 50,000 | 120,000 |
| 2023 | 70,000 | 50,000 | 120,000 |
Director compensation schedule (non-employee directors, 2024):
- Annual cash retainer: $70,000; Annual stock award target: $50,000; Chair retainers: Board Chair $90,000; Audit Chair $20,000; Compensation, Credit Risk, Nominating & Corporate Governance, Risk Chairs $12,500 each .
RSU grant details (2024):
- Grant date May 14, 2024; 1,573 restricted units; grant FMV $31.80 per share; cliff vest 100% on May 13, 2025; unvested units outstanding at 12/31/2024: 1,573 .
- Purpose: Align director interests; awards under 2021 Incentive Plan .
Performance Compensation
- Directors do not receive performance-based bonuses or options; equity awards are time-based RSUs, not tied to individual performance metrics .
Compensation Committee program oversight (relevant because Barsz is a member): 2024 NEO MIP metrics and outcomes:
| Metric | Target | Actual | Weight | Payout vs Allocated Target |
|---|---|---|---|---|
| EPS ($) | 3.25 | 3.41 | 60% | 127% overall corporate factor |
| PPNR (% of Avg Assets, non-GAAP) | 1.79% | 1.77% | 20% | 127% overall corporate factor |
| Asset Quality (Non-performing assets/(Loans+OREO)) | 0.40% | 0.36% | 20% | 127% overall corporate factor |
- Shareholder protection features in incentive plans (MIP/LTIP): minimum “well-capitalized” requirement and a 5% ROAE gateway; clawback provisions; periodic risk reviews with CRO .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Dates | Notes |
|---|---|---|---|---|
| DNB (holding company for DNB First, N.A.) | Public company (pre-acquisition) | Director | Jan 2018–Nov 2019 | Acquired by S&T in Nov 2019 |
| Two real estate holding companies (Media, PA) | Private | Director | Prior (not specified) | Private boards |
| Foundation of the Delaware County Chamber of Commerce | Nonprofit | Treasurer | Prior (not specified) | Nonprofit finance role |
No current public company directorships disclosed beyond S&T; no disclosed interlocks with S&T competitors/suppliers other than Board’s noted related party leases with another director (Toretti) .
Expertise & Qualifications
- CPA with decades of accounting and municipal finance consulting experience; qualifies as an “audit committee financial expert” .
- Governance and risk oversight through Audit, Compensation & Benefits, and Risk committees; prior banking board experience at DNB .
- Deep community engagement and governmental finance roles; broad financial perspective cited by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Peter R. Barsz | 8,996 | <1%* |
- Directors’ stock ownership guidelines: $100,000 market value required by end of year 1 for nomination to 2nd/3rd term; $250,000 required for 4th+ term; all directors other than Mr. Ramachandran met guidelines as of Jan 29, 2025; Ramachandran subsequently purchased shares to comply in Feb 2025 .
- No pledging or hedging disclosures specific to Barsz; company maintains an Insider Trading Policy filed with the 2024 10-K .
*Less than 1% of outstanding; group (directors and officers) 1.23% .
Governance Assessment
- Strengths: Independent director with CPA credentials and audit committee financial expert designation; serves on three key oversight committees (Audit, Compensation & Benefits, Risk), supporting board effectiveness in financial reporting, pay-for-performance, and ERM .
- Alignment: Mix of cash retainer and time-based RSUs; holds 8,996 shares; Board enforces stringent director ownership guidelines, met by Barsz as of nomination date, which supports investor alignment .
- Engagement: Adequate attendance across 2024 meetings; independent director executive sessions held regularly; full annual meeting attendance .
- Shareholder signals: 95% “say-on-pay” approval at 2024 meeting indicates broad investor support for compensation oversight led by the Compensation & Benefits Committee (of which Barsz is a member) .
- Potential conflicts and related-party exposure: No related party transactions disclosed for Barsz; Board maintains a detailed Related Party Transaction Policy overseen by Nominating Committee; disclosed transactions in 2024 relate to another director’s trust lease; all subject to committee review .
- Watch items: Audit Committee chair transition expected following Palermo’s retirement (post-2025 annual meeting); given Barsz’s audit expert status, monitor potential changes in audit committee leadership that may affect oversight continuity .
RED FLAGS: None disclosed specific to Barsz (no attendance shortfalls, no related-party transactions, no option repricing or tax gross-ups). Maintain monitoring of any services between Barsz’s accounting firm and S&T (none disclosed) and any changes to committee chair roles post-board transitions .