Stephen A. Drahnak
About Stephen A. Drahnak
Stephen A. Drahnak, age 54, is Executive Vice President and Chief Commercial Banking Officer at S&T Bancorp (STBA), serving in this role since January 2022 after senior commercial banking leadership roles dating back to 2011 . Company performance metrics used to drive executive pay emphasize Return on Average Equity (ROAE), EPS, and relative TSR; in 2024 STBA delivered net income of $131.3M, EPS $3.41, ROE 9.86%, and a cumulative TSR value of $116.09 on a $100 investment vs $128.85 for the NASDAQ Bank Index peer TSR, which informs pay-versus-performance analytics and long-term incentive vesting . Drahnak meets STBA’s stock ownership guidelines for NEOs (2x base salary) and is subject to a strict no-hedging/no-pledging policy, aligning his incentives with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&T Bancorp | EVP & Chief Commercial Banking Officer | Jan 2022–Present | Senior leadership over commercial banking |
| S&T Bancorp | EVP & Market President | Dec 2018–Jan 2022 | Market leadership and client development |
| S&T Bancorp | EVP & Commercial Banking Group Manager | Dec 2011–Dec 2018 | Led commercial banking group |
External Roles
No external directorships or roles disclosed for Mr. Drahnak in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 316,308 | 347,692 | 353,270 |
| Year-over-Year Base Salary % | — | +9.9% | +1.6% |
| Committee-stated base salary rate ($) | — | 350,000 | 355,000 (+1.4%) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout vs Allocated Target | Notes |
|---|---|---|---|---|---|
| EPS | 60% | $3.25 | $3.41 | 127% blended overall result | Non-GAAP reconciliations in Appendix A |
| PPNR/Average Assets | 20% | 1.79% | 1.77% | 127% blended overall result | Non-GAAP measure |
| Non-performing Assets / (Loans + OREO) | 20% | 0.40% | 0.36% | 127% blended overall result | Asset quality improvement |
| MIP Outcome (2024) | Target Bonus % of Base | Actual Payout (% of Base) | Cash Award ($) |
|---|---|---|---|
| Management Incentive Plan | 40% | 51% | 180,340 |
| LTIP Structure (2024 grants) | Time-Based RSUs (#) | Performance RSUs (#) | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock Units (RSUs/PRSUs) | 2,292 | 2,292 | 168,111 | Time-based: pro rata over 3 yrs; PRSUs: ROAE vs peers with TSR modifier |
| PRSU Performance Grid | Threshold (25th pct) | Target (50th pct) | Maximum (75th pct) |
|---|---|---|---|
| ROAE vs Peer Group | 50% of Target | 100% | 150% |
| TSR Modifier vs Peer Group | -30% | 0% | +30% |
| Stock Vested in 2024 | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Time/Performance Awards | 4,626 | 156,253 |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership | 22,639 shares; <1% of outstanding |
| Stock Ownership Guidelines | NEO requirement: 2x base salary; Drahnak meets guideline |
| Hedging/Pledging | Prohibited for directors, officers, employees |
| Sales while building ownership | Policy limits liquidation to shares needed for taxes until guideline achieved |
| Outstanding Unvested Awards (12/31/2024) | Time-Based Units (#) | Market Value @ $38.22 ($) | Performance Units at Max (#) | Market/Payout Value at Max ($) |
|---|---|---|---|---|
| 2022 Grant (4/1/2022) | 710 | 27,136 | 4,064 | 155,318 |
| 2023 Grant (4/1/2023) | 1,452 | 55,495 | 4,224 | 161,430 |
| 2024 Grant (4/1/2024) | 2,292 | 87,600 | 4,469 | 170,820 |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | None disclosed for Drahnak (agreements exist only for CEO/President) |
| Change-in-Control | Double-trigger; payout if terminated without cause or for good reason within specified windows |
| CIC Cash Severance | 2x base salary + target bonus; plus prorated annual bonus |
| Non-Compete/Non-Solicit | 12 months for executives receiving CIC severance multiples |
| COBRA Benefits | Health benefit payments for 2 years |
| Golden Parachute Excise Tax | Benefits cut to avoid 4999 excise tax; no gross-ups |
| Estimated CIC Payments (12/31/2024 scenario) | Lump Sum $1,136,000; COBRA $44,171; Total $1,180,171 |
| Clawback | Applies to bonuses/incentives based on materially inaccurate financials or metrics |
| Insider Trading | Formal policy; hedging prohibited; policy filed as Exhibit 19.1 to 10-K |
Retirement, Deferred Comp, and Perquisites
| Plan/Benefit | 2024 Detail |
|---|---|
| Pension – Qualified Plan | Credited service 24 yrs; present value $636,900 |
| Pension – Supplemental Make-up | Present value $91,500 |
| Nonqualified Deferred Comp – Aggregate Balance | $92,215 at FY-end; 2024 executive contribution $16,812; employer contribution $5,884; earnings $9,260 |
| Other Compensation | Qualified DC match $10,675; Nonqualified plan contribution $5,884; Company car $16,407; Country club dues $8,754; Life insurance taxable premium $2,346; Total $44,066 |
Compensation Structure & Governance Context
- Pay Mix and Process: Compensation includes base salary, annual MIP (corporate-only metrics for NEOs), and LTIP with equal time/performance mix; Aon advises the committee; peer group includes ~20 regional banks to benchmark pay and performance .
- 2024 MIP Design: EPS 60%, PPNR/Average Assets 20%, Asset Quality 20%; payout conditioned on “well capitalized” and ROAE ≥5% gateway; 2024 payout 127% of target for NEOs .
- Say-on-Pay: 95% approval at 2024 annual meeting, indicating strong shareholder support for NEO pay program .
Investment Implications
- Alignment: Drahnak’s compensation is heavily linked to audited financial metrics (EPS, ROAE, asset quality) and peer-relative ROAE/TSR for PRSUs, with clawbacks and stock ownership requirements, supporting pay-for-performance alignment and long-term shareholder value creation .
- Retention and Selling Pressure: Three-year RSU vesting cadence and ownership guidelines (restriction on selling beyond tax-withholding until compliance) temper near-term selling pressure; as of 12/31/2024 he carried meaningful unvested awards across 2022–2024 vintages, supporting retention .
- Change-in-Control Economics: Double-trigger CIC at 2x salary+target bonus plus two years of COBRA and 12-month non-compete provide market-standard protection without tax gross-ups; payments are cut to avoid excise tax, limiting shareholder-unfriendly outcomes .
- Risk Controls: No hedging/pledging, clawbacks, capital and ROAE gateways in MIP/LTIP reduce risky behavior and underscore governance rigor; say-on-pay support reinforces investor confidence in compensation risk posture .