What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-28 · 44 added, 8 removed, 181 unchanged (22% of the section changed)

18 unchanged sentences

Not applicable

S&T BANCORP, INC.

AND SUBSIDIARIES

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Part III, Item 10 of Form 10-K is incorporated herein from the sections entitled “Beneficial Ownership of S&T Common Stock by Directors and Officers - Delinquent Section 16(a) Reports,” “Proposal 1 - Election of Directors,” “Executive Officers of the Registrant,” “Corporate Governance - Audit Committee,” “Corporate Governance - Director Qualifications and Nominations:

Board Diversity” and “Corporate Governance --Code of Conduct and Ethics” in our proxy statement relating to our May 16, 2022 annual meeting of shareholders.

Board Diversity” and “Corporate Governance - Code of Conduct and Ethics” in our proxy statement to be filed for the 2023 annual meeting of shareholders.

EXECUTIVE COMPENSATION

The information required by Part III, Item 11 of Form 10-K is incorporated herein from the sections entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Corporate Governance -- Compensation Committee Interlocks and Insider Participation,” “Corporate Governance - The S&T Board’s Role in Risk Oversight” and “Compensation and Benefits Committee Report” in our proxy statement relating to our May 16, 2022 annual meeting of shareholders.

The information required by Part III, Item 11 of Form 10-K is incorporated herein from the sections entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Corporate Governance - Compensation Committee Interlocks and Insider Participation,” “Corporate Governance - The S&T Board’s Role in Risk Oversight” and “Compensation and Benefits Committee Report” in our proxy statement to be filed for the 2023 annual meeting of shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Except as set forth below, the information required by Part III, Item 12 of Form 10-K is incorporated herein from the sections entitled “Beneficial Owners of S&T Common Stock” and “Beneficial Ownership of S&T Common Stock by Directors and Officers” in our proxy statement relating to our May 16, 2022 annual meeting of shareholders.

Except as set forth below, the information required by Part III, Item 12 of Form 10-K is incorporated herein from the sections entitled “Beneficial Owners of S&T Common Stock” and “Beneficial Ownership of S&T Common Stock by Directors and Officers” in our proxy statement to be filed for the 2023 annual meeting of shareholders.

Equity Compensation Plan Information

5 unchanged sentences

Total 116,659 $ — 961,242

(1) Awards granted under the 2014 Incentive Stock Plan.

(1) Awards granted under the 2014 and 2021 Incentive Stock Plan.

(2) Represents performance shares that can be earned with no associated exercise price.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Part III, Item 13 of Form 10-K is incorporated herein from the sections entitled “Related Person Transactions” and “Corporate Governance -- Director Independence” in our proxy statement relating to our May 16, 2022 annual meeting of shareholders.

The information required by Part III, Item 13 of Form 10-K is incorporated herein from the sections entitled “Related Person Transactions” and “Corporate Governance - Director Independence” in our proxy statement to be filed for the 2023 annual meeting of shareholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Part III, Item 14 of Form 10-K is incorporated herein from the section entitled “Proposal 2:

Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2022” in our proxy statement relating to our May 16, 2022 annual meeting of shareholders.

Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2023” in our proxy statement to be filed for the 2023 annual meeting of shareholders.

S&T BANCORP, INC.

AND SUBSIDIARIES

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

11 unchanged sentences

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

S&T BANCORP, INC.

AND SUBSIDIARIES

Agreement and Plan of Merger, dated as of October 29, 2014, between S&T Bancorp, Inc.

53 unchanged sentences

S&T BANCORP, INC.

AND SUBSIDIARIES

S&T Bancorp, Inc.

2014 Incentive Plan.

30 unchanged sentences

Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference.*

Severance Agreement dated June 7, 2022 by and between George Basara and S&T Bancorp, Inc.

Filed as Exhibit 10.1 to S&T Bancorp, Inc.

Current Report on Form 8-K filed on June 10, 2022, and incorporated herein by reference.*

Form of Restricted Stock Unit Award Agreement - LTIP.

Filed as Exhibit 10.2 to S&T Bancorp, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed on August 3, 2022, and incorporated herein by reference.*

Form of Restricted Stock Unit Award Agreement - Non-LTIP.

Filed as Exhibit 10.3 to S&T Bancorp, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed on August 3, 2022, and incorporated herein by reference.*

Form of Restricted Stock Unit Award Agreement - Directors.

Filed as Exhibit 10.4 to S&T Bancorp, Inc.

Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed on August 3, 2022, and incorporated herein by reference.*

Severance and General Release Agreement, dated October 12, 2022, by and between Charles Carroll and S&T Bancorp, Inc., S&T Bank and any of their subsidiaries or affiliated businesses.

Filed as Exhibit 10.1 to S&T Bancorp, Inc.

Current Report on Form 8-K/A filed on October 17, 2022, and incorporated herein by reference.*

S&T Bancorp, Inc.

Deferred Compensation Plan.

Filed as Exhibit 10.1 to S&T Bancorp, Inc.

Current Report on Form 8-K filed on October 21, 2022, and incorporated herein by reference.*

Confidentiality, Trade Secrets, Non-Solicitation and Severance Agreement, dated October 21, 2020, between Mr.

Carroll and S&T Bancorp, Inc.

S&T Bank, and their subsidiaries and affiliated companies.

Filed as Exhibit 10.1 to S&T Bancorp, Inc.

Current Report on Form 8-K filed on September 29, 2022, and incorporated herein by reference.*

Subsidiaries of the Registrant.

S&T BANCORP, INC.

AND SUBSIDIARIES

Consent of Independent Registered Public Accounting Firm.

10 unchanged sentences

*Management Contract or Compensatory Plan or Arrangement

S&T BANCORP, INC.

AND SUBSIDIARIES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

20 unchanged sentences

Barsz Director 2/24/2023

S&T BANCORP, INC.

AND SUBSIDIARIES

SIGNATURE TITLE DATE

7 unchanged sentences

Hieb Director 2/24/2023

/s/ Robert E.

Kane Director 2/28/2022

Director 2/24/2023

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures