Susan A. Nicholson
About Susan A. Nicholson
Executive Vice President and Chief Human Resources Officer at S&T Bancorp (S&T Bank) since October 2021; 25+ years at S&T across retail, training, and employee services. Age 52; executive officer since 2022. Responsible for all HR and training functions; prior roles include EVP and Employee Services Manager (Apr 2020–Oct 2021) and SVP and Employee Services Manager (Jan 2016–Apr 2020). Company performance context for incentive alignment (2024): EPS $3.41, ROA 1.37%, ROE 9.86%, customer deposits +$411.7M, non-performing assets at 0.36% of loans+OREO, supporting above-target annual incentive payouts to senior management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| S&T Bancorp / S&T Bank | EVP & Chief Human Resources Officer | Oct 2021–Present | Leads all HR and training; drives talent, engagement, compliance and development frameworks |
| S&T Bancorp / S&T Bank | EVP & Employee Services Manager | Apr 2020–Oct 2021 | Oversaw employee services; HR operations continuity through strategy transitions |
| S&T Bancorp / S&T Bank | SVP & Employee Services Manager | Jan 2016–Apr 2020 | Expanded HR programs aligned to growth and culture initiatives |
External Roles
- Not disclosed in the proxy or executive bio; public recognition includes “Women of Influence” award (2023) .
Fixed Compensation
- The proxy does not disclose individual base salary or fixed pay elements for Ms. Nicholson; fixed compensation for named executive officers (NEOs) is reviewed annually by the Compensation Committee .
Performance Compensation
S&T’s senior management incentive design (applies organization-wide and governs NEOs; CHRO awards not individually disclosed):
| Metric | Weighting | Target | Actual (2024) | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|
| EPS | 60% | $3.25 | $3.41 | Contributed to 127% overall corporate payout | Annual cash MIP; subject to ROAE≥5% gateway and well‑capitalized requirement |
| PPNR / Average Assets (non‑GAAP) | 20% | 1.79% | 1.77% | Contributed to 127% overall corporate payout | Annual cash MIP; same gateway requirements |
| Non‑Performing Assets / (Loans+OREO) | 20% | 0.40% | 0.36% | Contributed to 127% overall corporate payout | Annual cash MIP; same gateway requirements |
Long-Term Incentive Plan (RSUs and PRSUs structure for senior management in 2024):
| Component | Structure | Performance Standard | Payout Curve | Modifier | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs | 50% of LTIP value | n/a | n/a | n/a | Pro rata annually over 3 years |
| Performance RSUs (PRSU) | 50% of LTIP value | ROAE vs S&P 600 Banks peer group | 50% (25th pct), 100% (50th pct), 150% (75th pct) | TSR vs peer: −30% (25th pct), 0% (50th pct), +30% (75th pct) | Earned over 2024–2026; subject to Shareholder Protection & gateway |
Additional plan safeguards:
- Minimum Gateway: ROAE≥5% required for performance awards; Shareholder Protection Feature requires well‑capitalized ratios for payouts .
- Clawback: Per SEC rules; bonuses and incentives are cancelable/recoupable if based on materially inaccurate financials or metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 6,687 shares; each individual under 1% of outstanding shares |
| Shares outstanding (Record Date) | 38,370,213 shares |
| Ownership as % of outstanding | ~0.017% (6,687 ÷ 38,370,213), derived from cited figures |
| Hedging | Prohibited for directors, officers, employees; policy filed as Exhibit 19.1 to 2024 10‑K |
| Pledging | Prohibited for NEOs; no pledging by Ms. Nicholson disclosed |
| Stock ownership guidelines | NEO policy requires 5x salary (CEO), 3x (President/CFO), 2x (other NEOs); executive‑specific guideline for CHRO not disclosed |
Insider transactions (Form 4 highlights):
| Trade Date | Filing Date | Code | Description | Units | Price ($) |
|---|---|---|---|---|---|
| 2025-07-29 | 2025-07-31 | F | Tax withholding on equity vesting | 434 | 37.63 |
Employment Terms
- Employment agreements disclosed only for CEO and President (initial 3‑year terms; auto‑renewals); no employment agreements disclosed for other executives in the proxy; Ms. Nicholson’s specific contract terms are not disclosed .
- Change‑in‑control protections: double‑trigger severance provided to NEOs; robust non‑compete/non‑solicit required; Ms. Nicholson’s CIC terms not disclosed .
- Clawback policy: applies to incentive compensation per SEC requirements .
- Insider Trading Policy: governs directors, officers, employees; prohibits hedging; accessible via 10‑K exhibit .
Investment Implications
- Alignment: Modest direct ownership and company-wide prohibition on hedging support alignment; no pledging disclosed. Performance-linked MIP/LTIP with ROAE/TSR peer‑relative metrics and capital adequacy gateways reduces risk of misaligned pay outcomes .
- Retention: Long‑tenured CHRO with multi‑year RSU/PRSU vesting cadence may dampen near‑term selling pressure; recent Form 4 indicates routine tax withholding on vesting rather than discretionary sales .
- Governance signals: 95% say‑on‑pay support and structured incentive safeguards (minimum gateway, clawback, risk review with CRO) indicate disciplined compensation oversight; CHRO role central to maintaining employee engagement cited as a business driver in 2024 performance narrative .