Rachel L. Smydo
About Rachel L. Smydo
Executive Vice President, General Counsel and Corporate Secretary at S&T Bancorp, Inc. since August 2022; age 47 as of the 2025 proxy filing . She serves as Corporate Secretary for shareholder communications and annual meeting notices . Company performance during her tenure included 2024 net income of $131.3M, diluted EPS $3.41, ROA 1.37%, ROE 9.86%, customer deposit growth +$411.7M, and strong asset quality; 2023 delivered record EPS and net income with ROA 1.56% and ROE 11.80% .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Federal Home Loan Bank of Pittsburgh | Deputy General Counsel | May 2020 – Aug 2022 | Senior legal leadership |
| Federal Home Loan Bank of Pittsburgh | Assistant General Counsel | Jul 2017 – Apr 2020 | Legal counsel |
| The PNC Financial Services Group, Inc. | Senior Counsel | Oct 2013 – Jul 2017 | Legal counsel in financial services |
Fixed Compensation
S&T’s detailed cash compensation disclosures cover Named Executive Officers (NEOs), not all executive officers. Rachel Smydo is not listed as an NEO, and her base salary and bonus are not disclosed in the proxy statements . Programmatically, NEO pay elements include base salary, annual cash incentives (MIP), and equity-based long-term incentives (LTIP), with no tax gross-ups, and prohibitions on option repricing and pledging by NEOs .
Performance Compensation
S&T’s incentive design aligns payouts to audited financial outcomes and shareholder protection thresholds; specific participation for non-NEO executives is not disclosed .
2024 Management Incentive Plan (Company Performance Factor – used for NEOs)
| Metric | Weight | Target | Actual | Payout vs Allocated Target | Design Features |
|---|---|---|---|---|---|
| EPS ($/share) | 60% | $3.25 | $3.41 | Contributes to 127% overall payout | ROAE ≥5% gateway; well-capitalized requirement; clawbacks |
| PPNR/Average Assets (%) | 20% | 1.79% | 1.77% | Contributes to 127% overall payout | Neutralizes asset quality and taxes |
| Non-performing Assets/(Loans+OREO) (%) | 20% | 0.40% | 0.36% | Contributes to 127% overall payout | Asset quality emphasis |
LTIP Construction (2024 Grants – used for NEOs)
| Component | Vesting | Performance Metric | Payout Range | TSR Modifier |
|---|---|---|---|---|
| Time-based RSUs | Pro rata over 3 years | n/a | n/a | n/a |
| Performance RSUs (PRSUs) | 3-year performance period | ROAE vs S&P 600 Bank peers | 0–150% of target | ±30% based on peer-relative TSR (25th/50th/75th percentile) |
Historical vesting reference: 2021 PRSUs vested at 73% based on 3-year ROAE at the 56th percentile (+43%) and TSR at the 83rd percentile (+30%) .
Equity Ownership & Alignment
| Item | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 2,933 | 5,626 |
| Shares outstanding (record date) | 38,273,189 | 38,370,213 |
| Ownership (% of outstanding) | ~0.008% (2,933 / 38,273,189) | ~0.015% (5,626 / 38,370,213) |
- Hedging: Directors, officers, and employees are prohibited from hedging S&T securities .
- Pledging: Pledging is prohibited for NEOs; broader pledging limits are governed by the Insider Trading Policy referenced in the 10-K exhibit (policy text not in proxy) .
- Stock ownership guidelines: For NEOs, holdings multiples are 5x base salary (CEO), 3x (President/CFO), 2x (other NEOs); tightened timelines introduced in 2024; not explicitly extended to all executive officers .
Employment Terms
- Role and tenure: EVP, General Counsel & Corporate Secretary at S&T since Aug 2022 .
- Agreements: Employment and severance terms are disclosed for CEO and President; double-trigger change-in-control severance applies to NEOs. No employment agreement or severance terms are disclosed for Rachel Smydo .
- Clawback: Incentive compensation subject to clawbacks for materially inaccurate financials or metrics .
- Insider Trading Policy: Referenced in the 2024 10-K; hedging prohibitions explicitly stated; revocation and vote procedures include filings to the Secretary (Corporate Secretary oversight) .
Investment Implications
- Alignment signals: Company-wide incentive architecture ties payouts to EPS, core profitability (PPNR), and asset quality, with ROAE/TSR-based LTIP and robust gateways/clawbacks—indicating solid pay-for-performance mechanics even though Smydo-specific participation isn’t disclosed .
- Retention/pressure: Smydo increased beneficial ownership from 2,933 to 5,626 shares YoY, improving alignment; no Form 4 insider sales data is available in proxies to assess selling pressure .
- Governance influence: As Corporate Secretary and General Counsel, Smydo is central to governance, disclosures, and policy enforcement (e.g., hedging ban, shareholder communications)—a stabilizing factor for execution risk management .
- Shareholder sentiment: Strong say-on-pay approvals (95% in 2024; 96% in 2023) support the executive compensation framework that governs incentives and clawbacks, reinforcing discipline around performance-linked pay .
Where Smydo-specific compensation details (base, bonus, equity grants, vesting) are not disclosed for non-NEO executives, the analysis relies on enterprise program design and disclosed ownership to infer alignment.