8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

January 24, 2024

Date of Report (date of earliest event reported)

S&T BANCORP, INC

(Exact name of registrant as specified in its charter)

Pennsylvania	0-12508		25-1434426
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
800 Philadelphia Street	Indiana	PA	15701
(Address of Principal Executive Offices)			(Zip Code)

(800) 325-2265

Registrant's telephone number, including area code

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $2.50 par value	STBA	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On January 24, 2024, the Board of Directors (the "Board") of S&T Bancorp, Inc. ("S&T") increased the number of directors from 11 to12 and appointed Bhaskar Ramachandran to serve on the Board, effective immediately. Mr. Ramachandran was also appointed as a director of S&T Bank, effective immediately. The Board determined that Mr. Ramachandran is independent in accordance with the director independence standards established by Nasdaq. The committees on which Mr. Ramachandran will serve have not been determined. He will be eligible to receive compensation for his Board service according to the recommendations of the Nominating and Corporate Governance Committee of the Board and the determination of the Board with respect to compensation for all non-employee directors. For his service on the board from January 24, 2024 through the annual shareholder meeting, he will receive a prorated cash retainer of $23,333 and an equity grant valued at $16,667.

Mr. Ramachandran has served as global vice president and chief information officer of PPG Industries, Inc. since 2021. Prior to joining PPG, he served as vice president of information technology and chief information officer of the largest division of Jabil Inc. Prior to joining Jabil Inc., Mr. Ramachandran held various information technology leadership roles at Textron Inc. Mr. Ramachandran holds a Master of Business Administration from Duke University, a bachelor’s degree in chemistry from Madras University and an advanced diploma in systems management from the National Institute of Information Technology in India.

There are no arrangements or understandings between Mr. Ramachandran and any other person pursuant to which Mr. Ramachandran was appointed to the Board. There are no other transactions to which S&T is a party in which Mr. Ramachandran has an interest that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. S&T issued a press release on January 24, 2024 regarding the appointment of Mr. Ramachandran to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

	S&T Bancorp, Inc.
	/s/ Mark Kochvar
January 24, 2024	Mark Kochvar Senior Executive Vice President, Chief Financial Officer

EX-99.1

MEDIA CONTACT: Amy Toth S&T Bancorp, Inc. Director of Corporate Communications 724.618.5689 amy.toth@stbank.com

FOR IMMEDIATE RELEASE

S&T Bancorp Welcomes Bhaskar Ramachandran to its Board of Directors

Brings extensive cybersecurity, risk management and emerging technology expertise

INDIANA, Pa. - January 24, 2024 - S&T Bancorp, Inc. (S&T) (NASDAQ: STBA), the holding company for S&T Bank, announced today that Bhaskar Ramachandran will join its board of directors. With 30 years of experience leading cybersecurity and information technology programs for Fortune 500 companies, Ramachandran adds deep expertise in digital business strategies, emerging technologies and cyber risk management to S&T’s board.

“As the financial services industry continues to digitally transform, adding someone with Bhaskar’s background and leadership acumen to S&T’s board is a great step forward for our company,” said Chris McComish, chief executive officer.

Since 2021, Ramachandran has served as global vice president and chief information officer of PPG, a Pittsburgh-based, global supplier of paints, coatings and specialty materials. Previously, he worked for Jabil Inc., an international manufacturing services company, and served as the vice president of information technology and chief information officer of Jabil’s largest division. Prior to joining Jabil, Ramachandran held various information technology leadership roles at Textron Inc.

“We are excited to welcome Bhaskar to our board of directors,” said Christine Toretti, chair of the S&T board of directors. “His leadership, background and proven technology expertise will be of significant value as S&T continues to grow.”

Ramachandran holds a Master of Business Administration from Duke University, a bachelor’s degree in chemistry from Madras University and an advanced diploma in systems management from the National Institute of Information Technology in India.

“As a new board member, I look forward to helping S&T harness new technologies to strengthen the long-standing customer and community relationships that are the foundation of its success,” said Ramachandran.

About S&T Bancorp, Inc. and S&T Bank

S&T Bancorp, Inc. is an $9.5 billion bank holding company that is headquartered in Indiana, Pennsylvania and trades on the NASDAQ Global Select Market under the symbol STBA. Its principal subsidiary, S&T Bank, was established in 1902 and operates in Pennsylvania and Ohio. S&T Bank was named by Forbes as a 2023 Best-in-State Bank. For more information visit stbancorp.com or stbank.com. Follow us on Facebook, Instagram and LinkedIn.

XML

Cover Page	Jan. 24, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 24, 2024
Entity Registrant Name	S&T BANCORP, INC
Entity Incorporation, State or Country Code	PA
Entity File Number	0-12508
Entity Tax Identification Number	25-1434426
Entity Address, Address Line One	800 Philadelphia Street
Entity Address, City or Town	Indiana
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15701
City Area Code	800
Local Phone Number	325-2265
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $2.50 par value
Trading Symbol	STBA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000719220

XML

Cover	Jan. 24, 2024
Cover [Abstract]
Document Type	8-K