Corporate Governance
The Board of Directors is responsible for overseeing the management of the Company’s business and affairs. The Board measures the effectiveness of its oversight using a balanced scorecard which is comprised of three themes:
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Leadership and Accountability – the Board’s responsibility for appointing and retaining strong and qualified leaders and holding those leaders accountable for corporate performance; |
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Strategic Direction and Execution – the Board’s responsibility to approve the Company’s strategy and oversee its execution by management; and |
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Risk Oversight – the Board’s responsibility to establish the Company’s risk appetite and ensure that the Company’s strategies and risk management practices are aligned with the risk appetite. |
Sound corporate governance provides the foundation which enables the Board to effectively carry out these responsibilities. This section discusses First Commonwealth’s corporate governance policies and practices, as well as the composition of the Board and its standing committees.
Corporate Governance Policies
The Board of Directors has adopted Corporate Governance Guidelines which codify our corporate governance policies and reflect our commitment to following corporate governance best practices. Below is a summary of the significant guidelines that we follow.
Separation of Chair and CEO. We believe that the roles of Chair of the Board and Chief Executive Officer should be held by separate persons and that the Chair of the Board should be an independent director. This separation establishes an appropriate division of the Board’s oversight role from the management responsibilities of the officers and employees of the Company. Consistent with this principle, our current Chair, Jon L. Gorney, is a non-executive independent director.
Majority Voting in Director Elections. Under our Corporate Governance Guidelines, any director who does not receive a majority of votes cast “for” his or her election in an uncontested election must tender his or her resignation promptly following the failure to receive the required vote. Within 90 days of the certification of the shareholder vote, the Governance Committee would then be required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board would be required to decide whether to accept the resignation and to disclose its decision-making process.
Director Independence. Under our Corporate Governance Guidelines, at least two-thirds of our directors must be independent from management. All of our director nominees other than the Chief Executive Officer and the President of our subsidiary bank, currently satisfy the independence requirements of the New York Stock Exchange (“NYSE”), as described below under “Independence of Directors.”
Executive Sessions. Our Board and committees regularly meet in executive session without management present, and our non-management directors meet regularly without the Chief Executive Officer. This enables directors to provide candid feedback, raise concerns and discuss sensitive or confidential matters. Our Chair, Jon L. Gorney, presides at meetings of the non-management directors.
Stock Ownership. We believe that directors should hold a meaningful investment in the Company’s stock to ensure that their interests are aligned with our shareholders. Our guidelines require that all directors own shares having a value of at least $206,875 (five times the annual cash retainer) or 25,000 shares, whichever is less. This guideline must be met within five years of a director’s initial election to the Board. Directors receive 50% of their annual retainer in shares of Company stock; however, directors who own shares having a value of $400,000 or greater may elect to receive their full retainer in cash.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Corporate Governance
Director Orientation and Education. All new directors and committee members receive orientation to learn about the Company and its strategic plans, significant financial, regulatory, accounting and risk management matters and policies and compliance programs. Our current directors regularly participate in continuing education to maintain the skills necessary to perform their duties and responsibilities and to keep abreast of industry trends, legal and regulatory developments and corporate governance practices.
Performance Evaluations. Our Board and committees regularly evaluate and discuss their performance. In addition, our Board performs a peer evaluation from time to time to provide directors with a confidential forum to assess and provide candid feedback regarding their own performance and the performance of fellow directors. The Board and its committees use the results of these evaluations to identify opportunities to enhance performance and topics for director continuing education.
Retirement Age. We have established a mandatory retirement age of 75 for our directors. No candidate may be nominated for election as a director if he or she would be age 75 or older at the time of the election. Directors David S. Dahlmann, Johnston A. Glass and Robert J. Ventura have reached this retirement age and are not standing for reelection at the annual meeting.
Meeting Frequency and Attendance. Directors are expected to attend Board meetings and meetings of committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Last year, our Board met ten (10) times. All of our directors attended at least 75% of the total number of meetings of the Board and all committees of which they were members.
Annual Meeting Attendance. All directors are expected to attend the annual meeting in the absence of an unavoidable conflict. Last year all of our directors attended the annual meeting.
Composition and Diversity of the Board
We believe that our Board should generally consist of between 10 and 15 directors. This range permits diversity of experience and sharing of Board and committee responsibilities without hindering effective governance. However, the Board may increase its membership beyond 15 to accommodate an exceptional candidate or operate with fewer than 10 directors if a vacancy arises. Our Board currently consists of 15 directors. Following the annual meeting, the size of our Board will be reduced to 12 directors.
We believe effective oversight requires that the Board possess a diversity of perspectives, backgrounds and skills and that our Board should reflect the diversity of First Commonwealth’s markets. In addition to gender and racial / ethnic diversity, the Board also recognizes the value of diversity in professional experience, education, expertise, viewpoints, background and other demographics. Three (3) of our 12 director nominees (Julie Caponi, Jane Grebenc and Aradhna Oliphant) are females and one (1) of our 12 director nominees (Aradhna Oliphant) is a member of an underrepresented community.
The Governance Committee is also guided by a set of criteria that has been approved by the Board of Directors. Under these criteria, a director candidate should:
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possess a sustained record of high achievement in financial services, business, industry, government, academia, the professions, or civic, charitable or non-profit organizations; |
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have a reputation for integrity, honesty and adherence to high ethical standards and personal qualities that will help to sustain an atmosphere of mutual respect and collegiality among the members of the Board; |
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have the strength of character necessary to challenge management’s recommendations and actions when appropriate and to confirm the adequacy and completeness of management’s responses to such challenges to his or her satisfaction; |
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understand or demonstrate a commitment to understand First Commonwealth, including our strategic vision, our mix of businesses and our approach to regulatory relations and risk management; |
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Corporate Governance
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have a commitment and sufficient time to devote to our affairs, including regularly attending and participating in meetings of the Board and at least one standing committee; and |
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not have, nor appear to have, a conflict of interest that would impair his or her ability to represent the interests of our shareholders and to fulfill the responsibilities of a director. |
When assessing each current director for possible nomination and re-election, the Governance Committee considers all of the criteria listed above, as well as the needs of the Board, the independence of the director, the director’s meeting attendance and participation, and the value of the director’s contributions to the effectiveness of our Board and its committees.
Independence of Directors
The rules of the NYSE require that at least a majority of our Board of Directors be comprised of independent directors. Our Corporate Governance Guidelines require that at least two-thirds of our directors must meet the independence standards established by the NYSE.
The Board reviews all relationships between the Company and its directors at least once per year and assesses each director’s independence annually using the NYSE independence standards. The Board has determined that a director may be independent even if he or she has business relationships with First Commonwealth or one of its affiliates, as long as, in the Board’s business judgment:
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any transaction involving the director is entered into in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with other persons; |
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the relationship complies with all applicable laws and regulations; and |
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the relationship would not interfere with the director’s exercise of judgment independent from management of First Commonwealth. |
Based upon these criteria, the Board has determined that directors Caponi, Charley, Claus, Gorney, Greenfield, Johnson, Latimer, Oliphant, and Wolfe and director nominee Brice are independent.
When evaluating the independence of Mr. Latimer, the Board considered the lease transaction between First Commonwealth Bank and SML Limited Partnership described below under the heading “Related Party Transactions,” and concluded that the transaction did not impact the independence of Mr. Latimer because the amount paid to SML Limited Partnership during 2024 fell below the quantitative limits established by the NYSE independence rules and was not otherwise material to Mr. Latimer or First Commonwealth.
Oversight of Risk
The Board of Directors actively oversees the risk management practices employed by First Commonwealth and its management team. The Board receives regular reports from our Chief Risk Officer regarding material risk exposures and the actions taken to monitor and mitigate those risks. In addition, senior management updates the Board at its regular meetings regarding trends and developments for credit, market, liquidity, compliance, reputation, operational, cybersecurity and strategic risk. Our Risk Committee provides risk oversight for the Board as a dedicated forum to review and discuss risks and risk management policies and practices.
Audit Committee
The Audit Committee is comprised of Julie A. Caponi (Chair), Gary R. Claus, Patricia A. Husic, Bart E. Johnson, and Robert J. Ventura, each of whom is an independent director under our Guidelines and the NYSE and Securities and Exchange Commission (“SEC”) standards. The primary responsibilities of the Audit Committee are to monitor the integrity of our financial statements, select and oversee our
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Corporate Governance
independent auditors, oversee our internal audit process, monitor our compliance with legal and regulatory requirements, including the receipt and resolution of complaints concerning accounting, internal controls and auditing matters, and review and discuss major financial risk exposures with management and steps taken to monitor and control those exposures, including risk assessments and risk management policies. Each member of the Audit Committee is financially literate, and our Board has determined that Directors Caponi, Claus and Husic qualify as “audit committee financial experts” as defined by the rules of the SEC. The Audit Committee met eight (8) times in 2024. A report of the Audit Committee follows on page 18.
Compensation and Human Resources Committee
The Compensation and Human Resources Committee is comprised of Robert J. Ventura (Chair), Ray T. Charley, Gary R. Claus, David W. Greenfield, Aradhna M. Oliphant and Stephen A. Wolfe. The primary responsibilities of the Compensation and Human Resources Committee are to review and determine the compensation of the CEO and other executive officers, lead the annual review of the performance of the CEO, develop and approve the CEO succession plan and oversee succession and development planning for the other executive officers, establish and oversee executive compensation and employee benefit programs, oversee the Company’s diversity and inclusion initiatives and review and approve the terms of any employment, severance, change of control or similar agreement for our CEO and other executive officers. The Compensation and Human Resources Committee met nine (9) times during 2024. Each member of the Compensation and Human Resources Committee is an independent director under our Guidelines and applicable NYSE standards. A report of the Compensation and Human Resources Committee follows on page 36.
Governance Committee
The Governance Committee is comprised of David W. Greenfield (Chair), Ray T. Charley, Luke A. Latimer, and Aradhna M. Oliphant. The primary responsibilities of the Governance Committee are to identify and recommend director nominees to the Board of Directors, recommend directors to serve as members and as chair for each committee of the Board, determine director compensation, lead the annual review of the performance of the Board and its committees, recommend and approve corporate governance policies and practices for the Board, and review and approve related party transactions and monitor compliance with our Code of Conduct and Ethics, insider trading and related policies. Each member of the Governance Committee is an independent director under our Guidelines and applicable NYSE standards. The Governance Committee met five (5) times during 2024.
Risk Committee
The Risk Committee is a joint committee of the Boards of Directors of First Commonwealth Financial Corporation and First Commonwealth Bank and is comprised of David S. Dahlmann (Chair), Julie A. Caponi, Johnston A. Glass, Jon L. Gorney, Jane Grebenc, Patricia A. Husic and Bart E. Johnson. The primary responsibilities of the Risk Committee are to oversee and review information regarding our enterprise risk management framework, review and approve our significant risk management policies, assess the risks associated with our compensation practices, review and discuss with management the level and trend of risk exposures, including credit, market, liquidity, operational, cybersecurity, compliance and legal, reputation and strategic risk, and assess risks associated with strategic and operating plans and strategic initiatives. The Risk Committee met eight (8) times during 2024.
Code of Conduct and Ethics
The Code of Conduct and Ethics governs the actions and working relationships of First Commonwealth employees, officers and directors. This Code addresses, among other items, conflicts of interest, confidentiality, fair dealing, protection and proper use of corporate assets and compliance with laws, rules and regulations. The Code of Conduct and Ethics encourages and provides a process for the reporting of any illegal or unethical behavior. First Commonwealth has established an ethics hotline to allow employees, officers and directors to anonymously report any known or suspected violation of laws, rules or regulations or the Code of Conduct and Ethics.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Proposal 1 – Election of Directors
Upon the recommendation of our Governance Committee, the Board of Directors has nominated the twelve (12) persons named below for election at the 2025 Annual Meeting of Shareholders to serve until the next annual meeting and until his or her successor is elected and qualified. Relevant biographical information concerning each nominee, including the nominee’s business experience and qualifications, is set forth below. Four of our incumbent directors – David S. Dahlmann, Johnston A. Glass, Patricia A. Husic and Robert J. Ventura – are not standing for reelection at the annual meeting.
Todd D. Brice. Mr. Brice, age 62, is a Business Development Officer for The Reschini Group in Indiana, PA. He was formerly Chief Executive Officer of S&T Bancorp from 2019 to 2021 and President/Chief Executive Officer from 2008 to 2019. He became President of S&T Bancorp in 2004. Mr. Brice formerly served as a Board Director of the Federal Reserve Bank of Cleveland (Pittsburgh branch). His extensive community involvement includes board directorships for Seton Hill University and the Pennsylvania Mountain Care Network. He is the former Board Chair of the Indiana Regional Medical Center and former Board Director of the Indiana County YMCA. Mr. Brice graduated from Grove City College with a degree in Business Administration and earned a Business Certificate from the Graduate School of Banking at the University of Wisconsin, Madison. His 34 years of banking experience, including 18 years of executive management, inform his expertise in operations, commercial lending, and corporate strategy.
Julie A. Caponi. Ms. Caponi, age 63, was a Certified Public Accountant from 1986 until December 2023. In January 2018, she retired from her position as Assistant Treasurer of Arconic Inc. (formerly known as Alcoa Inc.), a manufacturer of engineered products from aluminum and other lightweight metals, having served in that capacity since May 2013. Ms. Caponi previously served as Vice President-Audit of Arconic from 2005 to 2013 and as Assistant Controller of Arconic from 2000 to 2005. Before joining Arconic, Ms. Caponi was an audit partner at Deloitte, principally serving clients in the financial services industry. Ms. Caponi joined our Board in 2007 and currently chairs our Audit Committee, serves as a member of our Risk Committee, and is a director of First Commonwealth Bank. Ms. Caponi has served as a Director of First Western Financial, Inc., a bank holding company in Denver, Colorado, since 2017 and is Chair of the audit and a member of the compensation committees of First Western Financial. Ms. Caponi earned a Bachelor of Science Degree in Accounting from the Indiana University of Pennsylvania. Ms. Caponi’s qualifications for service on our Board include her leadership experience and her expertise in financial accounting, auditing and internal controls.
Ray T. Charley. Mr. Charley, age 73, has served as the Chief Executive Officer of Thomi Co., an operator of retail grocery stores in Greensburg, Pennsylvania, since 1983. Mr. Charley served as a director of Southwest National Corporation from 1989 and joined our Board in 1998 upon the completion of our merger with Southwest National Corporation. Mr. Charley is a member of our Governance Committee and our Compensation and Human Resources Committee and is also a director of First Commonwealth Bank. He is the Chair of the Westmoreland Frick Hospital Foundation of Excela Health, an operator of hospitals and other health care facilities in Western Pennsylvania, and a former officer of Excela Health Holding Co. Mr. Charley also serves as a director and in leadership capacities for various charitable organizations. Mr. Charley earned a Bachelor’s degree from Duquesne University and a law degree from the Pennsylvania State University Dickinson School of Law. Mr. Charley’s qualifications for service on our Board include his business acumen and his commitment to sound governance and oversight as demonstrated by his extensive experience as a director in the financial services industry.
Gary R. Claus. Mr. Claus, age 72, is a Certified Public Accountant. Mr. Claus spent 35 years as a tax accountant at PriceWaterhouseCoopers, where he was admitted as a Partner in 1986 and served as the Pittsburgh Tax Site Leader from 1992 through 2004. He served as an executive search and talent consultant from 2008 until his retirement in October 2017. Mr. Claus joined our Board in April 2011, serves as a member of our Audit Committee and our Compensation and Human Resources Committee and is also a director of First Commonwealth Bank. Mr. Claus has a wide variety of experience advising clients ranging from large publicly held companies to small privately owned companies, including manufacturers, law firms and other service companies. He is also active in professional, community and church organizations,
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Proposal 1 – Election of Directors
serving as Chairman of the Board of Goodwill of Southwestern Pennsylvania and Chairman of the Board of Trustees of Robert Morris University. Mr. Claus earned a Bachelor of Science degree in Accounting from Robert Morris University and completed the Advanced Human Resources Executive Program at the University of Michigan. Mr. Claus’s qualifications for Board service include his extensive professional experience in accounting, executive compensation and human resources.
Jon L. Gorney. Mr. Gorney, age 74, is a management consultant. He joined our Board in January 2013 and was elected as Chair of the Board of First Commonwealth Financial Corporation and First Commonwealth Bank in April 2021. Mr. Gorney serves as a member of our Risk Committee and is a director of First Commonwealth Bank. Mr. Gorney began his 37-year career in the financial services industry with National City Corporation. He served as Executive Vice President of National City Corporation from 1992 through 2008 and oversaw all technology and operations for National City. From 2004 through 2006, Mr. Gorney also served as Chairman and Chief Executive Officer of National Processing Company, a majority subsidiary of National City that was the second largest merchant card processor in the United States. Mr. Gorney joined PNC Financial Services Group through the acquisition of National City in December 2008 and served as an Executive Vice President until his retirement in June 2010. While at PNC, Mr. Gorney co-chaired the company-wide integration of PNC and National City and was responsible for the leadership and development of a single operating organization for PNC. Mr. Gorney earned a Bachelor of Science degree in Computer Science from the University of Dayton. His qualifications for Board service include his extensive experience as a financial services executive and his strong expertise in financial services information technology and operations.
Jane Grebenc. Ms. Grebenc, age 66, has served as Executive Vice President and Chief Revenue Officer of First Commonwealth Financial Corporation and President of First Commonwealth Bank since 2013. Ms. Grebenc is a member of our Risk Committee and director of First Commonwealth Bank. Ms. Grebenc’s financial services career includes executive leadership roles at a variety of institutions, including Park View Federal Savings Bank, Key Bank, and National City Bank. She was formerly the Executive Vice President in charge of the retail, marketing, IT and operations and the mortgage segments at Park View Federal Savings Bank from 2009 until 2012, the Executive Vice President in charge of the Wealth Segment at Key Bank from 2007 until 2009 and the Executive Vice President / Branch Network at National City Bank prior to 2007. Ms. Grebenc received her Bachelor of Science degree in Economics from John Carroll University, and she earned her MBA in Finance and Marketing from Case Western Reserve University. Her qualifications for service on our Board include her thorough understanding of the banking and financial services industry.
David W. Greenfield. Mr. Greenfield, age 74, is a retired attorney. He has served on our Board since April 2010 and is a member of our Compensation and Human Resources Committee and Chair of our Governance Committee. He is also a director of First Commonwealth Bank. Mr. Greenfield was formerly Vice President, Secretary and General Counsel of Kennametal, Inc., a global manufacturer of tooling, engineered components and advanced materials consumed in production processes from 2001 until his retirement in 2010. Prior to joining Kennametal in 2001, Mr. Greenfield was a shareholder of Buchanan Ingersoll & Rooney P.C., a Pittsburgh-based law firm, focusing on corporate, financial and transactional issues involving public and private companies. He also served as Senior Vice President, General Counsel and Secretary of Meritor Automotive, Inc. and Associate General Counsel of Rockwell International Corporation. He is also active in a number of charitable, educational and civic organizations and serves as a member of the College Board of Visitors of Wake Forest University. Mr. Greenfield earned a Bachelor of Arts degree from the University of Pittsburgh and a law degree from Wake Forest University School of Law. Having practiced law for over 35 years and served in executive capacities for three publicly traded companies, Mr. Greenfield has extensive experience in corporate governance, ethics and compliance matters and the execution of corporate strategy and is therefore qualified to serve as a director.
Bart E. Johnson. Mr. Johnson, age 59, is Managing Member of Serenity Pools, LLC, a pool construction company serving the greater Columbus Ohio region. He previously served as President and Chief Executive Officer of AgriCommunicators, Inc., a multi-channel communications firm specializing in the
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Proposal 1 – Election of Directors
agricultural community. Mr. Johnson served as a director of DCB Financial Corp., the bank holding company for The Delaware County Bank and Trust Company, from 2010 until the merger of DCB Financial Corp with First Commonwealth. Mr. Johnson was appointed to our Board following the merger in April 2017. He is also a director of First Commonwealth Bank and serves as a member of our Audit Committee and Risk Committee. He earned a Bachelor’s degree in Agricultural Economics from The Ohio State University. Mr. Johnson has expertise in business, marketing and communications, and his background and association with Delaware County, Ohio and the regional community provides an important connection between First Commonwealth and its Central Ohio market.
Luke A. Latimer. Mr. Latimer, age 48, is Chairman, Chief Executive Officer and President of R&L Development, a heavy construction company in New Alexandria, Pennsylvania. He previously served as Executive Vice President and Treasurer of R&L Development from 1999 to October 2015. Mr. Latimer is a General Partner of SML Limited Partnership, a real estate holding and development partnership in New Alexandria, Pennsylvania. Mr. Latimer joined our Board in April 2011. He also serves as a director of First Commonwealth Bank and is a member of our Governance Committee. Mr. Latimer has served as a Director of First Western Financial, Inc., a bank holding company in Denver, Colorado, since July 2015, and serves on the Audit and Governance Committees of the First Western Financial Board. He previously served as Chairman of the Board of Directors of First National Bank of Santa Fe and a director of New Mexico Banquest Corporation, a bank and bank holding company in Santa Fe, New Mexico, until May 2013. Mr. Latimer earned a Bachelor of Science degree in Business Management from Saint Vincent College. His qualifications for service as a director include his extensive business experience and his years of service as a director in the financial services industry.
Aradhna M. Oliphant. Ms. Oliphant, age 59, serves as the Chief Operations and Strategy Officer of the Wallis Annenberg Legacy Foundation, a philanthropic foundation based in Los Angeles, California. She previously served as President and Chief Executive Officer of Leadership Pittsburgh, Inc., a leadership development and networking organization in Southwestern Pennsylvania, from 2005 until 2022. Ms. Oliphant has also held leadership positions at The Forbes Funds, an affiliate of the Pittsburgh Foundation, The Children’s Festival Chorus in Pittsburgh, and Princeton Pro Musica in New Jersey. She has also served as an Adjunct Professor of Business Management and Psychology at various universities in New Jersey including Rider University, College of New Jersey, and College of St. Elizabeth. Ms. Oliphant joined our Board in April 2019 and serves as a member of our Compensation and Human Resources Committee and Governance Committee. She is also a director of First Commonwealth Bank. Ms. Oliphant earned a Bachelor of Arts Degree in Humanities and a Master of Arts Degree in Psychology from University of Bhopal, India, and a Master of Business Administration from Rutgers University, New Jersey. She has received Honorary Doctorates from Waynesburg University and Robert Morris University, both in Pennsylvania. Ms. Oliphant’s qualifications for service on our Board include her extensive leadership, professional development and business experience, and strong network and reputation among leaders across the business, foundation, public and civic sectors.
T. Michael Price. Mr. Price, age 62, is the President and Chief Executive Officer of First Commonwealth Financial Corporation and Chief Executive Officer of First Commonwealth Bank. He has been a director of the Company since March 2012 and is also a director of First Commonwealth Bank. He served as Interim President and Chief Executive Officer of the Company from January 2012 until being appointed to serve in that capacity on a permanent basis in March 2012. Mr. Price served as President of First Commonwealth Bank from November 2007 until May 2013. Before joining First Commonwealth, Mr. Price served as Chief Executive Officer of the Cincinnati and Northern Kentucky Region of National City Bank from July 2004 to November 2007 and as Executive Vice President and Head of Small Business Banking of National City Bank prior to July 2004. He currently serves on the Board of Directors of Indiana Regional Medical Center and previously served as Chairman of the Pennsylvania Bankers Association Board of Directors. Mr. Price received his Bachelor of Science degree from the University of Utah, and he earned his MBA from Cleveland State University. Mr. Price’s qualifications for service on our Board include his thorough understanding of the banking and financial services industry, which he has attained through more than 25 years of executive leadership experience.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Executive Compensation
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An evaluation of the executive’s personal development, which includes an assessment of their individual skills and attributes through a formal performance evaluation and progress on individual development objectives. |
Incentive Compensation.
In order to align pay with corporate performance, the Committee seeks to appropriately balance fixed compensation with variable, or “at risk,” incentive compensation that is contingent on performance and the financial success of the organization.
For 2024, the NEOs and certain other key executives participated in two incentive compensation plans:
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an annual incentive plan, or AIP, which provides for the payment of annual cash awards based on the attainment of annual corporate performance measures relative to targets and the Company’s performance peer group, and, in the case of risk management executives, individual performance measures, and |
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a long-term incentive compensation plan, or LTIP, which provides performance-based equity compensation determined by the attainment of corporate performance measures relative to the Company’s performance peer group over a rolling three-year period and time-vesting restricted stock units. |
Each plan includes performance goals with “threshold,” “target” and “superior” performance levels. The threshold level represents the minimum acceptable level of performance to earn an award under the particular performance goal. The Committee considers our budget, peer performance, growth percentages and the consensus estimate of covering analysts when establishing the target level of performance under our AIP. The superior performance level generally reflects stretch targets for the corporate performance goals. For the LTIP, the Company’s performance must meet or exceed the median of the performance peer group to achieve the target level of performance, while the threshold performance level is set at the 25th percentile and the superior level requires performance within the top quartile of the performance peer group. The Committee has discretion to consider unusual factors and their resulting effect on our performance, such as merger and acquisition transactions, the impact of share repurchase activity on the achievement of performance goals, strategic decisions that have an adverse impact on near-term results such as conversion-related expenses, unusual investment gains or losses, corporate and balance sheet restructuring, significant asset sales, significant exogenous events, and other items it deems appropriate in determining the extent of which we achieve our performance goals.
Our incentive compensation plans are intended to align our executives’ financial interests with those of our investors. The combination of annual and long-term incentives is intended to balance our desire to achieve strong financial results over the short term with the need to employ prudent and sustainable growth strategies.
Compensation Positioning and Mix
First Commonwealth strives to maintain an executive compensation program (both individual components and in the aggregate) that is competitive with the market. While the targeted pay level is set to provide competitive pay for meeting expected performance, the actual pay level (by component and in the aggregate) varies based on performance relative to goals and industry performance over both short- and long-term timeframes. In the aggregate, the objective of First Commonwealth’s executive compensation program is to provide a balanced mix of fixed and variable (i.e., incentive / performance) and cash and equity compensation. The target mix of compensation will vary based on the executive’s role, and the actual mix will vary based on performance.
Our executive compensation program emphasizes variable (at-risk) pay that aligns compensation with performance and shareholder value. For the NEOs, the mix of compensation elements is weighted toward variable, performance-based compensation. The CEO’s compensation has a greater emphasis on variable compensation than that of the other NEOs because his actions have a greater influence on the performance of the Company as a whole.
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Executive Compensation
The table below lists the performance goals for the 2022-2024 LTIP and their respective weightings and threshold, target and superior performance levels, and results:
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Performance Range |
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| Performance Goal |
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Weighting |
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Threshold |
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Target |
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Superior |
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Results |
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Payout |
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| Core ROTCE Relative to Peers |
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50% |
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25th %ile |
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50th %ile |
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75th %ile |
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85th %ile |
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200% |
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| TSR Relative to Peers |
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50% |
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25th %ile |
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50th %ile |
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75th %ile |
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66th %ile |
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164% |
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| Award Level (% of target) |
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40% |
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100% |
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200% |
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Based upon these results, in January 2025 the Committee approved the vesting of the following PRSUs and time-vesting RSUs to the NEOs:
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| Executive |
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Performance-
Vesting
RSUs |
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Time-
Vesting
RSUs |
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Total
Shares |
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| T. Michael Price |
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16,016 |
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8,800 |
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24,816 |
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| James R. Reske |
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10,192 |
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5,600 |
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15,792 |
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| Jane Grebenc |
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11,466 |
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6,300 |
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17,766 |
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| Norman J. Montgomery |
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8,736 |
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4,800 |
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13,536 |
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Mr. McCuen was not a participant in the 2022-2024 LTIP. In addition, pursuant to his Separation Agreement, we paid Mr. Karrip cash in settlement of his outstanding LTIP awards, including the 2022-2024 LTIP award, on a pro rata basis. See Agreements with Executives below.
Other Compensation Practices, Policies and Guidelines
Stock Ownership Guidelines
The Committee has established stock ownership guidelines to encourage Company share ownership by our executive officers (including the NEOs) through retention of shares granted under the Company’s incentive plans. The stock ownership guidelines are summarized in the table below.
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| Position |
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Stock Ownership Guideline as a
Multiple of Salary |
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| Chief Executive Officer |
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3X |
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Executives are not required to purchase shares to reach these ownership guidelines. However, executives are restricted from selling shares received as equity-based compensation (net of required withholding tax) until the guidelines are achieved. The Committee believes that these stock ownership guidelines, coupled with the use of equity-based compensation, will increase the level of executive stock ownership over time, which will further align the interests of our executives with shareholders.
As of the record date for the annual meeting, each of our executive officers (including the NEOs) owns shares having a value that exceeds their applicable stock ownership guideline.
Policy Regarding Derivatives, Short Sales and Hedging
First Commonwealth’s policy prohibits directors and officers (including the NEOs) from pledging shares on margin, trading in derivative securities of First Commonwealth’s common stock, engaging in short sales of First Commonwealth securities, or purchasing any other financial instruments that are designed to hedge or offset any decrease in the market value of First Commonwealth securities.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Executive Compensation
Benefit Programs and Perquisites
The NEOs participate in employee benefit programs available to all other eligible employees of First Commonwealth, including our 401(k) plan, and group medical, life and disability insurance. In addition, First Commonwealth maintains a Nonqualified Deferred Compensation Plan that is designed to restore benefits that are not available to them under our 401(k) plan as highly compensated employees, according to rules of the IRS. Under the terms of this Plan, each participant may contribute up to 25% of his or her base salary and up to 100% of his or her annual incentive payment to the Plan. Beginning in 2020, the Company contributed the amount of matching contributions that each participant would have received under the 401(k) plan but for the limit on matching contributions under the 401(k) plan. The amount, if any, received by each NEO is included in the Other Compensation column of the Summary Compensation Table on page 37. In 2021, the Committee amended the Plan to allow employer discretionary contributions. In December 2024, the Committee approved discretionary contributions of $12,500 to 17 senior leaders, including the NEOs. These contributions were approved to supplement retirement savings and recognize strong individual and company performance in 2024.
The Company pays for certain members of senior management (including certain NEOs) to belong to one or more private clubs as a venue to entertain customers and to participate in various community functions. Expenses of a personal nature or related to a spouse or partner are not paid by the Company.
The Company offers our executive officers (including NEOs) the opportunity to receive financial planning and tax preparation services from a third-party to assist with their personal finances. Providing this service gives our executive officers a better understanding of their pay and benefits, allowing them to concentrate on the Company’s future success.
If the Company hires or initiates a transfer of an employee, including an NEO, and requires a relocation of more than 50 miles, the employee may be eligible for reimbursement of the costs of house hunting trips, closing on the sale of the old home and the purchase of the new home, temporary living quarters and moving household goods and furniture. In these circumstances the Company will also gross up taxable relocation reimbursements for applicable taxes.
The Committee periodically reviews the levels of perquisites and other personal benefits provided to executive officers (including the NEOs). The Committee believes the perquisites and other personal benefits provided by the Company are consistent with the Company’s philosophy of attracting and retaining superior executive talent.
Agreements with Executives
We provide employment and change of control agreements to certain executive officers (including the NEOs) to promote stability and continuity of executive officers and ensure their interests are aligned with shareholders. Terms of these agreements consider marketplace practices and First Commonwealth’s unique needs and are tailored to the individual executive with a focus on retention and recruitment. The change of control agreements contain a “double trigger,” providing benefits only upon an involuntary termination or constructive termination of the executive officer in connection with a change of control. The agreements do not provide for any tax gross-ups payments upon a change of control event. The Committee considers change of control agreements to be necessary in the current financial services industry legal, regulatory and economic environment. Details on employment agreements and change of control agreements are included under “Potential Payments Upon Termination or Change of Control” on page 47.
Employment and Restricted Stock Agreements with Mr. McCuen. In July 2024, we promoted Michael McCuen to the position of Chief Lending Officer with executive oversight over all commercial lending businesses. In connection with this promotion, we entered into an Employment Agreement with Mr. McCuen with terms substantially the same as those entered into with similarly-situated executives and awarded Mr. McCuen 45,000 shares of restricted stock, which will vest in three installments of 15,000
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Executive Compensation
shares on each of the first three anniversaries of the grant date. See Potential Payments Upon Termination of Employment or Change of Control for further information. The Committee determined that the terms of the Employment Agreement and restricted stock award were appropriate to recognize Mr. McCuen’s extensive executive experience and contributions to the Company.
Separation Agreement with Mr. Karrip. Mr. Karrip advised the Company of his intention to retire as Chief Credit Officer in August 2024. To recognize Mr. Karrip’s contributions as Chief Credit Officer and to ensure a smooth transition of his responsibilities, the Committee approved the terms of a Separation Agreement with Mr. Karrip. Under the terms of the Separation Agreement, Mr. Karrip received 12 months of base salary continuation (as provided in his Employment Agreement), and we agreed to pay his 2024 AIP award at the Target performance level and to pay cash in the amount of $317,667 representing the value of his outstanding LTIP awards prorated based upon the number of months completed within each award cycle. The Committee determined that the terms of this Agreement are reasonable and appropriate in consideration of Mr. Karrip’s contributions to the company.
Tax Treatment of Compensation
As part of its responsibilities, the Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, which generally disallows tax deductions for compensation of over $1 million to our covered executive officers.
The Committee continues to believe that shareholder interests are best served by not limiting its flexibility in establishing compensation programs, even if that may result in compensation expenses that are not deductible. Therefore, it is not anticipated that Section 162(m) will significantly impact the design of our compensation programs going forward.
Compensation Committee Report
The Compensation and Human Resources Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in the preceding pages of this proxy statement, and based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed with the Securities and Exchange Commission.
Respectfully submitted,
Robert J. Ventura, Chairman
Ray T. Charley
Gary R. Claus
David W. Greenfield
Aradhna M. Oliphant
Stephen A. Wolfe
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Executive Compensation
Potential Payments Upon Termination or Change of Control
First Commonwealth has entered into agreements with certain executive officers and key employees, including each named executive officer, which provide for the payment of severance and benefits in the event of a qualifying termination of employment following a change of control. In addition, Mr. Price, Mr. Reske, Ms. Grebenc and Mr. McCuen are parties to employment agreements that entitle these officers to receive severance payments and benefits if their employment is terminated under certain circumstances. These agreements are summarized below. Except as provided in these agreements, First Commonwealth has not agreed to pay severance or provide benefits to any of the named executive officers following the termination of his or her employment.
Change of Control Agreements
We have entered into a Change of Control Agreement with each of the Named Executive Officers which entitles the executive to receive severance payments in equal monthly installments over a specified period following the termination of his or her employment if the executive is terminated without “cause” (as defined below) or terminates his or her employment for “good reason” (as defined below) within a specified period following the occurrence of a “change of control” (as defined below) of First Commonwealth, each of which is referred to in the Change of Control Agreements as a “qualifying termination.”
As used in the Change of Control Agreements: (A) “cause” includes (i) the conviction of a felony which results or is intended to result in a loss to the Company or its clients, employees, directors or officers; (ii) the failure to perform the executive’s duties with the degree of skill and care reasonably expected of a professional of his or her experience and stature after notice and an opportunity to cure; (iii) acts of dishonesty which result in material damage to the business or reputation of the Company; or (iv) a violation of the terms of the Change of Control Agreement or any Company policy or procedure which is deliberate and results or is intended to result in material damage to the business or reputation of the Company; (B) “good reason” includes (i) the diminution of or assignment of duties which are inconsistent with the position, authority, duties or responsibilities of the executive prior to the change of control; (ii) changing the location of the executive’s employment by more than fifty miles or substantially increasing the executive’s travel obligations; or (iii) reduction of the executive’s base salary or discontinuance of any benefit, welfare or compensation plan or material fringe benefit for the executive; and (C) “change of control” means (i) the acquisition by any person of beneficial ownership of 50% or more of the outstanding shares of our stock; (ii) a change in the composition of the majority of our Board of Directors (except for nominees who are approved by a majority vote of the incumbent Board); or (iii) a merger, reorganization, consolidation, sale or similar transaction in which the persons who owned our outstanding shares prior to the transaction do not beneficially own at least 50% of the outstanding shares of the resulting entity. However, the placement of the Company into receivership by the FDIC, the sale of the Company in an FDIC-assisted transaction or a change in the composition of our Board of Directors at the direction of an agency having supervisory authority over us will not constitute a “change of control” for purposes of the Change of Control Agreements.
The monthly severance payment is calculated as one-twelfth (1/12) of the sum of the following:
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the executive’s annual base salary immediately prior to the change of control; |
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the average of the aggregate amount of all bonuses paid to the executive during the thirty-six months prior to the change of control; |
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the aggregate amount of all contributions by First Commonwealth for the account of the executive under First Commonwealth’s 401(k) plan during the twelve months prior to the change of control; and |
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the aggregate amount of any contributions by First Commonwealth to the executive’s Non-Qualified Deferred Compensation Plan account during the twelve-months prior to the change of control. |
In addition to severance payments, the former executive and his or her family will continue to receive, at the employer’s expense, the same level of medical benefits for up to eighteen (18) months following the occurrence of a qualifying termination.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Executive Compensation
The severance amount is payable in equal periodic installments in accordance with the Company’s normal payroll schedule, provided that any installments that would otherwise be payable within six months following Mr. Price’s separation from service will be paid on the day following the six-month anniversary of the separation from service. First Commonwealth will also offer continuation coverage to Mr. Price, as required by COBRA, under First Commonwealth’s group health plan on the terms and conditions mandated by COBRA and will pay the cost of Mr. Price’s COBRA premiums for 12 months following his separation from service.
The employment agreement contains certain covenants which protect the Company during and following the termination of Mr. Price’s employment, including: (i) a non-competition covenant which prohibits Mr. Price from serving in certain capacities with competitive businesses for a period of one year following the termination of his employment; (ii) a provision prohibiting Mr. Price from soliciting or hiring our employees for one year following the termination of his employment; and (iii) customary provisions protecting the confidentiality of Company information and requiring the return of documents and information upon the termination of Mr. Price’s employment.
If we had terminated Mr. Price’s employment without cause on December 31, 2024, or if Mr. Price had terminated his employment with us for good reason on that date, he would have been entitled to severance payments totaling $700,000 and COBRA premiums having an aggregate value of $27,328.
Employment Agreements with Certain Other Executives
We entered into employment agreements with Mr. Reske, Ms. Grebenc and Mr. Karrip at the inception of each executive’s employment with First Commonwealth (each, an “Employment Agreement”). The material terms of the Employment Agreements are substantially identical.
The term of each Employment Agreement renews on the anniversary of the effective date of the Employment Agreement for successive one-year periods unless the Agreement is terminated by either party upon notice given at least 60 days prior to the end of the current term.
If First Commonwealth terminates the executive’s employment other than for “cause” (as defined below) during the term of the agreement or the executive resigns for “good reason” (as defined below) during the term of the agreement, then First Commonwealth will pay the executive severance in an amount equal to the product of (x) one-twelfth (1/12) of his or her base salary multiplied by (y) the greater of (i) twelve months or (ii) the number of months remaining in the term of the employment agreement, subject to the execution of an agreed form of separation agreement and general release by the executive. As used in the Employment Agreement: (A) “cause” includes (i) the failure by the executive to comply with any material provision of the Employment Agreement; (ii) the refusal by the executive to comply with any lawful, written directive from the Board of Directors; (iii) the executive’s failure to perform his or her duties with the degree of skill and care reasonably to be expected of a professional of his or her experience and stature after notice and a reasonable opportunity to cure (unless the failure to perform is incapable of being cured); or (iv) any act of dishonesty, fraud or moral turpitude by executive or the conviction of the executive of a crime which, in the judgment of the Board of Directors, renders his or her continued employment materially damaging or detrimental to the Company; and (B) “good reason” includes (i) a substantial reduction in the executive’s title, position or responsibilities; (ii) any reduction in the executive’s base salary or a material reduction of benefits (unless such reduction of benefits applies equally to all similarly situated employees of the Company); (iii) the assignment of the executive to a position which requires him or her to relocate permanently to a site more than fifty (50) miles outside of a specified location (Indiana, Pennsylvania, in the case of Mr. Reske, and Pittsburgh, Pennsylvania, in the case of Ms. Grebenc or Mr. Karrip); or (iv) the assignment of any duties or responsibilities (other than due to a promotion) which are materially inconsistent with the executive’s principal position.
The severance amount is payable in equal periodic installments in accordance with the Company’s normal payroll schedule, provided that any installments that would otherwise be payable within six months following the executive’s separation from service will be paid on the day following the six-month anniversary
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Related Party Transactions
Any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships between First Commonwealth or any of its subsidiaries and any of First Commonwealth’s executive officers, directors or nominees for election as a director, any person owning more than 5% of First Commonwealth’s common stock or any immediate family member of any of the foregoing persons is considered a “related party transaction” and must be approved or ratified by the Governance Committee in accordance with a written policy adopted by First Commonwealth’s Board of Directors. This policy requires the Governance Committee to review the material facts of any related party transaction and either approve or disapprove the transaction after considering, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. Any director who has an interest in the transaction may not participate in any discussion or approval of the transaction except for the purpose of providing material facts concerning the transaction.
The policy does not apply to the following categories of transactions:
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transactions that are available to all employees or customers of First Commonwealth generally; |
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transactions involving less than $120,000 when aggregated with all similar transactions; and |
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loans made by First Commonwealth Bank (or any other banking subsidiary of First Commonwealth) in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and not involving more than the normal risk of repayment or presenting other unfavorable features. |
In addition, certain categories of transactions have been pre-approved under the terms of the policy, including:
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compensation paid to executive officers of First Commonwealth if either (i) the compensation is required to be reported in First Commonwealth’s proxy statement under the rules of the SEC or (ii) the executive officer is not an immediate family member of another executive officer or director of First Commonwealth and the compensation would be reported in First Commonwealth’s proxy statement if the executive officer was a “named executive officer” (as defined above under “Executive Compensation”) and such compensation has been approved by the Compensation and Human Resources Committee; |
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compensation paid to directors that is required to be reported in First Commonwealth’s proxy statement; and |
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transactions in which all shareholders benefit proportionately (such as the payment of dividends). |
First Commonwealth Bank is a party to a lease agreement with SML Limited Partnership, a real estate holding company of which director Luke A. Latimer is a general partner and owns an 85% interest, for the construction and operation of a branch in New Alexandria, PA. The term of the lease expires April 30, 2028 with two additional optional renewal terms of five years each. First Commonwealth Bank paid $117,815 in rent and property taxes under the terms of the lease during 2024. The aggregate base rent payable from January 1, 2025 through the expiration current term is $345,600.
In 2024, certain of our directors and executive officers were customers of, and had banking transactions with, various subsidiaries of First Commonwealth Financial Corporation, including our subsidiary bank First Commonwealth Bank. All relationships between any director or executive officer and First Commonwealth or any of its subsidiaries are conducted in the ordinary course of business. All loans and loan commitments were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not affiliated with us, and did not involve more than the normal risk of repayment nor did they present other unfavorable features. We determined that these loans and loan commitments were performing in accordance with their contractual terms.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Annual Meeting Information
What matters will be voted upon at the meeting?
At the meeting, you will be asked to consider the following items of business:
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election to our Board of Directors of the twelve (12) nominees who are named in this proxy statement to serve until the next annual meeting and until their successors are elected and qualified; |
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ratification of the selection of Ernst & Young LLP as our independent auditors for our 2025 fiscal year; |
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approval of a non-binding advisory vote on the compensation of our named executive officers; and |
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any other business that may properly come before the meeting. |
Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy materials?
The SEC notice and access rule allows us to furnish our proxy materials over the internet to our shareholders instead of mailing paper copies of those materials to each shareholder. In accordance with this rule, on or around March 20, 2025 we sent to most of our shareholders by mail or e-mail a notice containing instructions on how to access our proxy materials over the internet and vote online. This notice is not a proxy card and cannot be used to vote your shares. If you received only a notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the notice or on the website referred to on the notice.
We provided some of our shareholders, including shareholders who have previously asked to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a notice that the materials are electronically available over the internet.
What does the Notice of Internet Availability of Proxy Materials look like?
You will get a document titled “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 29, 2025” containing instructions on how to access the proxy statement and the 2024 Annual Report over the Internet, how to request a printed copy of these materials, and how to vote your shares.
Who can vote?
Shareholders of record on the record date, which was March 3, 2025, may vote at the annual meeting. As of the record date, there were 101,815,963 shares of our common stock outstanding.
How does the Board of Directors recommend I vote on the proposals?
The Board of Directors recommends that you vote as follows:
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“FOR” the election of the twelve (12) nominees who are named in this proxy statement to the Board of Directors; |
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“FOR” the ratification of the appointment of Ernst & Young LLP as our independent auditors; and |
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“FOR” the advisory vote on named executive officer compensation. |
What constitutes a quorum to hold the annual meeting?
The presence at the meeting, in person or by proxy, of the holders of a majority of the aggregate voting power of the common stock outstanding on the record date will constitute a quorum, permitting us to hold the meeting and conduct business. Proxies received but marked as abstentions and broker non-votes (described below under “How do I vote my shares if they are held in the name of my broker?”) will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Annual Meeting Information
How many votes are required to approve each proposal?
Election of Directors: Directors are elected by a plurality of votes cast, which means that the twelve (12) nominees who receive the highest number of votes will be elected. However, our Corporate Governance Guidelines provide that in the circumstance of an uncontested director election, which is the case for this year’s directors’ election, any director who does not receive a majority of votes cast must promptly tender his or her resignation to the Board. Upon recommendation of the Governance Committee, the Board will determine whether to accept the resignation. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the director election results.
Ratification of Independent auditors: The ratification of the selection of Ernst & Young LLP as our independent auditors for the 2025 fiscal year will be approved if the proposal receives the affirmative vote of at least a majority of the votes cast by shareholders present, in person or by proxy, at the meeting. Abstentions will not be counted as votes cast either for or against the proposal.
Approval of Named Executive Officer Compensation: The non-binding advisory vote on the compensation of our named executive officers will be approved by the affirmative vote of at least a majority of the votes cast by shareholders present, in person or by proxy, at the meeting. Abstentions and broker non-votes will not be counted as votes cast either for or against the proposal.
How many votes may I cast?
For the election of directors, you are entitled to cast one vote for each share that you held as of the record date for each candidate nominated. Cumulative voting is not permitted.
For each other proposal and any other matter brought before the meeting, you are entitled to one vote for each share that you held as of the record date.
How do I vote?
Whether you are a shareholder of record or a beneficial owner whose shares are held in street name, you can vote any one of four ways:
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Via the Internet. You may vote by visiting the website and entering the control number found in the Notice, proxy card or voting instruction form. |
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By Telephone. You may vote by calling the toll-free number found in the Notice, proxy card or voting instruction form. |
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By Mail. If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card (if you are a shareholder of record) or voting instruction form (if you are a beneficial owner) and sending it back in the postage-paid envelope provided. If you sign and return a proxy card or voting instruction card but do not mark how your shares are to be voted, the individuals named as proxies will vote your shares, if permitted, in accordance with the Board’s recommendations. |
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At the Annual Meeting. You are encouraged to vote beforehand by Internet, telephone or mail. You also may vote during the Annual Meeting even if you have already voted in advance. If you are a shareholder of record and you plan to attend the live audio webcast of the Annual Meeting, go to www.meetnow.global/MHRWZ65 on the day of the meeting. You will need to enter the control number found on your Notice of Internet Availability, your proxy card or the instructions that accompany your proxy materials to login and vote. If you are the beneficial owner of shares held for you by a broker and you would like to vote your shares electronically at the Annual Meeting, you must register in advance using the instructions below. |
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Annual Meeting Information
How do I register to attend the Annual Meeting via live webcast?
If you are a registered shareholder (your shares are registered in your own name with our transfer agent, Computershare), you do not need to register to attend the Annual Meeting via live webcast. Please follow the instructions on the notice or proxy card that you received.
If you hold your shares through an intermediary, such as a bank or broker, and you want to vote or ask a question at the Annual Meeting you must register in advance to attend the Annual Meeting via live webcast. Otherwise, you may enter the webcast as a guest. To register to attend the Annual Meeting via live webcast as a shareholder you must submit a legal proxy reflecting your First Commonwealth Financial Corporation holdings along with your name and email address to our transfer agent, Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 22, 2025. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following:
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By Email. Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com. |
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By Mail. Send to Computershare, First Commonwealth Financial Corporation Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. |
How do I vote my shares if they are held in the name of my broker?
If your shares are held by your broker, you must vote your shares through your broker. You should receive a form from your broker asking how you want to vote your shares. Follow the instructions on that form to give voting instructions to your broker.
If you do not give instructions to your broker with respect to the ratification of Ernst & Young LLP as our independent auditors your broker may vote your shares at its discretion on your behalf. If you do not give instructions to your broker with respect to (1) the election of directors, or (2) the non-binding advisory vote on the compensation of our named executive officers, a “broker non-vote” will occur. The broker non-vote will not be counted and no votes will be cast on your behalf. The voting instruction form will provide instructions for you to return it, including instructions for voting by telephone and the Internet. You may change your vote by submitting new voting instructions to your broker.
How do I revoke a proxy or change my vote?
If you are the record holder of the shares, you may revoke your proxy or change your vote at any time before it is counted at the annual meeting by: (1) notifying our Secretary in writing at 601 Philadelphia Street, Indiana, Pennsylvania 15701; (2) attending the annual meeting and voting in person; or (3) submitting a later dated proxy card. If your shares are held by your broker, you should follow the instructions that the broker provides to you to revoke your proxy or change your vote.
What does it mean if I receive more than one proxy card?
If your shares are registered differently and are in more than one account, you will receive more than one proxy card. Please follow the directions for voting on each of the proxy cards you receive to ensure that all of your shares are voted.
Who pays for the solicitation of proxies?
First Commonwealth pays all costs related to the Company’s solicitation of proxies. We may solicit proxies by mail, or our directors, officers or employees may solicit proxies personally, by telephone, facsimile or the Internet. These persons will not receive any additional compensation for their efforts to solicit proxies. We will request that the notice of annual meeting, this proxy statement, the proxy card and related materials, if any, be forwarded to beneficial owners, and we expect to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling these materials.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Requirements for Director Nominations and Shareholder Proposals
Director Nominations, Proposals for Action, and Other Business Brought Before the Annual Meeting
Shareholders may make nominations for the election of directors and other proposals for action at an annual meeting. Under our By-Laws, nominations or other business may be brought before the meeting:
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Pursuant to our notice of the meeting. |
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By, or at the direction of, a majority of our Board of Directors. |
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is a shareholder of record at the time of giving of the notice required by our By-Laws and will be such at the time of the annual meeting; and |
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is entitled to vote at the meeting; and |
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complies with the notice and other procedures set forth in our By-Laws as to such business or nomination. |
The By-Law procedures described above are the exclusive means for a shareholder to make nominations or submit other business before the meeting, other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and included in our notice of meeting.
If you would like to include a proposal in our notice of the annual meeting and proxy materials under Rule 14a-8, please see the requirements under “Proxy Proposals Brought Under Rule 14a-8” below.
If you do not want to make a nomination of a director for consideration at our annual meeting, but would like to submit the name of a director candidate to our Board for its consideration, please see “Recommendations of Director Candidates from Shareholders” below. If you follow the process discussed in that section, our Governance Committee will consider your candidate.
Please direct any questions about the requirements or notices in this section to our Corporate Secretary at 601 Philadelphia Street, Indiana, Pennsylvania 15701.
By-Law Requirements for Nominations or Other Business.
If you are a shareholder who would like to nominate candidates for election as directors, or bring other proposals for action at the 2026 Annual Meeting of Shareholders, our By-Laws require that you deliver a notice to the Secretary at our principal executive offices.
To be timely, the notice must be delivered not earlier than the close of business on the 180th day and not later than the close of business on the 150th day prior to the first anniversary of the preceding year’s annual meeting. For the 2026 Annual Meeting of Shareholders, this would mean that timely notice would be delivered between October 31, 2025 and December 1, 2025.
If the date of next year’s annual meeting is more than 30 days before, or 60 days after, April 29, 2026, timely notice must be delivered not earlier than (1) the close of business on the 120th day prior to the date of the 2026 Annual Meeting of Shareholders and not later than (2) the close of business on the later of the 90th day prior to the date of the 2026 Annual Meeting of Shareholders or, if the first public announcement of the date of the 2026 Annual Meeting is less than 100 days prior to the date of the meeting, the 10th day following the day on which we make a public announcement of the meeting date.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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Requirements for Director Nominations and Shareholder Proposals
Shareholder Proposals for the 2026 Annual Meeting
If you are a shareholder who would like us to include your proposal in our notice of annual meeting and related proxy materials, you must follow SEC Rule 14a-8. In submitting your proposal, our Corporate Secretary must receive your proposal, in writing, at our principal executive offices, no later than November 20, 2025. If you do not follow these procedures, we will not consider your proposal for inclusion in next year’s proxy statement.
In addition, in order to comply with the universal proxy rules, shareholders who intend to solicit proxies for the 2026 Annual Meeting in support of director nominees other than First Commonwealth’s nominees must provide notice to First Commonwealth that sets forth the information required by Exchange Act Rule 14a-19 no later than February 28, 2026.
Recommendations of Director Candidates from Shareholders
If a shareholder recommends a candidate for director in good faith, our Governance Committee will consider it. If you are a shareholder, the Governance Committee will consider your candidate if you follow these procedures. Your recommendation must be in writing and be submitted no later than December 1, 2025.
You must submit your recommendation to the Secretary at our principal executive offices. Your written recommendation must include the following information:
| • |
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The proposed nominee’s name and address. |
| • |
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A description of all arrangements or understandings between you, the proposed nominee and any other person or persons regarding the proposed nomination of the director. You must also name such other persons. |
| • |
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Any commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationships involving the proposed nominee and us or our subsidiaries that may be relevant in determining whether your proposed nominee is independent of our management and eligible to serve on the Board’s Audit, Governance and Compensation and Human Resources Committees, under SEC and NYSE rules, and for the Compensation and Human Resources Committee, under Section 162(m) of the Internal Revenue Code. |
| • |
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The educational, professional and employment-related background and experience of your proposed nominee. |
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Any other facts and circumstances that may be relevant in determining whether your proposed nominee is an “audit committee financial expert” under SEC rules. |
| • |
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Such other information regarding the proposed nominee as would be required to be included in our proxy materials if the proposed nominee is nominated by our Board. |
| • |
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The written consent of the proposed nominee to serve as a director of First Commonwealth Financial Corporation, if elected. |
Under current practices, the Governance Committee does not evaluate candidates recommended by a shareholder any differently than candidates recommended by the Governance Committee.
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| 58 |
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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“Householding” of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We and some brokers who household proxy materials, may deliver a single proxy statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to Investor Relations, First Commonwealth Financial Corporation, 654 Philadelphia Street, Indiana, PA 15701, or by calling our transfer agent, Computershare Shareowner Services LLC, at 1-866-203-5173.
Annual Report on Form 10-K
A shareholder may obtain a paper copy of this proxy statement, the 2024 Annual Report or any other filing with the SEC without charge by writing to Investor Relations, First Commonwealth Financial Corporation, 654 Philadelphia Street, Indiana, Pennsylvania 15701. Copies of all Company filings with the SEC are available on our website at www.fcbanking.com by following the links to “Investor Relations” and “SEC Filings.”
Accessing Proxy Materials
The SEC allows us to deliver proxy materials to shareholders over the Internet. We believe that this offers a convenient way for shareholders to review our information. It also reduces printing expenses and lessens the environmental impact of paper copies. We provided access to our proxy materials beginning on March 20, 2025. On that day, we mailed the Notice of Availability of Proxy Materials and made our proxy materials available on the Internet.
Any shareholder may access our proxy materials electronically. Upon request, we will continue to provide paper copies of proxy materials to shareholders for the current meeting or for future meetings.
If you hold our shares in street name, we generally cannot mail our materials to you directly. Your broker or bank must provide you with the Notice of Availability of Proxy Materials or the proxy statement and proxy card, and must also explain the voting process to you.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON April 29, 2025: This Notice of Annual Meeting and Proxy Statement and the 2024 Annual Report are available at: www.envisionreports.com/FCF.
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FIRST Commonwealth ∎ 2025 Proxy Statement |
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59 |
The 2025 Annual Meeting of Shareholders of First Commonwealth Financial Corporation will be held on
Tuesday, April 29, 2025 at 1:00pm Eastern Time, virtually via a live audio webcast at https://meetnow.global/MHRWZ65.
To access the virtual meeting, you must have the information that is printed in the shaded bar
located on the reverse side of this form.
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Small steps make an impact. |
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Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/FCF |
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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| FIRST COMMONWEALTH FINANCIAL CORPORATION |
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ANNUAL MEETING OF SHAREHOLDERS - APRIL 29, 2025
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Natalie M. Felix and Lori L. Styers, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of First Commonwealth Financial Corporation Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held April 29, 2025 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREBY BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS SIGNED, BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF FIRST COMMONWEALTH FINANCIAL CORPORATION’S BOARD OF DIRECTORS.
(Continued, and to be marked, dated and signed, on the reverse side.)
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| Change of Address – Please print new address below. |
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Comments – Please print your comments below. |
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Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. |
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☐ |
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| ◾ |
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q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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| FIRST COMMONWEALTH FINANCIAL CORPORATION |
ANNUAL MEETING OF SHAREHOLDERS - APRIL 29, 2025
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Natalie M. Felix and Lori L. Styers, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of First Commonwealth Financial Corporation Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held April 29, 2025 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREBY BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS SIGNED, BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF FIRST COMMONWEALTH FINANCIAL CORPORATION’S BOARD OF DIRECTORS.
(Continued, and to be marked, dated and signed, on the reverse side.)
Pay vs Performance Disclosure
|
12 Months Ended |
|
Dec. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
|
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.
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Summary
Compensation
Table Total for |
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Compensation Actually Paid to T. Michael Price 1,2,3 |
|
Average Summary Compensation Table Total for Non-PEO NEOs 1 |
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Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 |
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| 2024 |
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1,661,340 |
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1,796,319 |
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1,208,173 |
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1,142,351 |
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140.16 |
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143.68 |
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|
142,572 |
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14.95 |
% |
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| 2023 |
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1,387,155 |
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1,692,137 |
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866,000 |
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1,036,214 |
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123.66 |
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107.32 |
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157,063 |
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20.86 |
% |
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| 2022 |
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1,350,670 |
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1,406,268 |
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957,245 |
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960,390 |
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107.81 |
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98.38 |
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128,181 |
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17.49 |
% |
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| 2021 |
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1,251,199 |
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1,599,524 |
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859,429 |
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1,045,870 |
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120.20 |
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118.61 |
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138,257 |
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17.98 |
% |
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| 2020 |
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1,004,817 |
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713,566 |
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704,673 |
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538,904 |
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79.11 |
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87.24 |
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73,447 |
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10.78 |
% |
| 1. |
T. Michael Price was our PEO for the disclosed period. Individuals comprising the Non-PEO NEOs for each year presented are listed below. |
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| James R. Reske |
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James R. Reske |
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James R. Reske |
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| Jane Grebenc |
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Jane Grebenc |
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Jane Grebenc |
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| Brian G. Karrip |
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Brian G. Karrip |
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Brian G. Karrip |
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| Matthew C. Tomb |
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Norman J. Montgomery |
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Norman J. Montgomery |
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Michael P. McCuen |
| 2. |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
| 3. |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
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Summary
Compensation
Table Total for T.
Michael Price |
|
Exclusion of
Stock Awards
and Option
Awards for T.
Michael Price |
|
Inclusion of
Equity Values for
T. Michael Price |
|
Compensation
Actually Paid to
T. Michael Price |
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| 2024 |
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1,661,340 |
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(419,727 |
) |
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554,706 |
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1,796,319 |
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Average Summary Compensation Table Total for Non-PEO NEOs |
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Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs |
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Average Inclusion of Equity Values for Non-PEO NEOs |
|
Average Compensation Actually Paid to Non-PEO NEOs |
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| 2024 |
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1,208,173 |
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(345,835 |
) |
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280,013 |
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1,142,351 |
| The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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| |
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for T. Michael Price ($) |
|
Change in Fair
Value from
Last Day of
Prior Year to
Last Day of
Year of
Unvested
Equity Awards
for T. Michael
Price
($) |
|
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for T. Michael Price ($) |
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Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for T. Michael
Price
($) |
|
Fair Value at
Last Day of
Prior Year
of Equity
Awards
Forfeited
During Year for
T. Michael
Price
($) |
|
Value of Dividends
or Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
T. Michael Price
($) |
|
Equity
Values for
T. Michael
Price
($) |
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| 2024 |
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466,177 |
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239,454 |
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0 |
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(150,925 |
) |
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0 |
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— |
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554,706 |
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Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
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Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
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Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) |
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Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
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Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) |
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Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) |
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Total -
Average
Inclusion of Equity Values for Non-PEO NEOs ($) |
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| 2024 |
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356,205 |
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80,353 |
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|
0 |
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(67,574 |
) |
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(88,971 |
) |
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0 |
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280,013 |
|
| 4. |
The Peer Group TSR set forth in this table utilizes the S&P U.S BMI. Banks Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P U.S BMI. Banks Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
| 5. |
We determined Core ROTCE to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2024. |
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| Company Selected Measure Name |
Core ROTCE
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| Named Executive Officers, Footnote |
| 1. |
T. Michael Price was our PEO for the disclosed period. Individuals comprising the Non-PEO NEOs for each year presented are listed below. |
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| |
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| James R. Reske |
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James R. Reske |
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James R. Reske |
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| Jane Grebenc |
|
Jane Grebenc |
|
Jane Grebenc |
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| Brian G. Karrip |
|
Brian G. Karrip |
|
Brian G. Karrip |
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| Matthew C. Tomb |
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Norman J. Montgomery |
|
Norman J. Montgomery |
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|
Michael P. McCuen |
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|
| Peer Group Issuers, Footnote |
The Peer Group TSR set forth in this table utilizes the S&P U.S BMI. Banks Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P U.S BMI. Banks Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
|
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| PEO Total Compensation Amount |
$ 1,661,340
|
$ 1,387,155
|
$ 1,350,670
|
$ 1,251,199
|
$ 1,004,817
|
| PEO Actually Paid Compensation Amount |
$ 1,796,319
|
1,692,137
|
1,406,268
|
1,599,524
|
713,566
|
| Adjustment To PEO Compensation, Footnote |
| 3. |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
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| |
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|
Summary
Compensation
Table Total for T.
Michael Price |
|
Exclusion of
Stock Awards
and Option
Awards for T.
Michael Price |
|
Inclusion of
Equity Values for
T. Michael Price |
|
Compensation
Actually Paid to
T. Michael Price |
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|
|
| 2024 |
|
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|
1,661,340 |
|
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|
(419,727 |
) |
|
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|
554,706 |
|
|
|
|
1,796,319 |
| The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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| |
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|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for T. Michael Price ($) |
|
Change in Fair
Value from
Last Day of
Prior Year to
Last Day of
Year of
Unvested
Equity Awards
for T. Michael
Price
($) |
|
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for T. Michael Price ($) |
|
Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date
of Unvested
Equity Awards
that Vested
During Year
for T. Michael
Price
($) |
|
Fair Value at
Last Day of
Prior Year
of Equity
Awards
Forfeited
During Year for
T. Michael
Price
($) |
|
Value of Dividends
or Other Earnings
Paid on Equity
Awards Not
Otherwise
Included for
T. Michael Price
($) |
|
Equity
Values for
T. Michael
Price
($) |
|
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|
|
|
|
|
|
| 2024 |
|
|
|
466,177 |
|
|
|
|
239,454 |
|
|
|
|
0 |
|
|
|
|
(150,925 |
) |
|
|
|
0 |
|
|
|
|
— |
|
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|
|
554,706 |
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 1,208,173
|
866,000
|
957,245
|
859,429
|
704,673
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,142,351
|
1,036,214
|
960,390
|
1,045,870
|
538,904
|
| Adjustment to Non-PEO NEO Compensation Footnote |
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| |
|
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|
|
Average Summary Compensation Table Total for Non-PEO NEOs |
|
Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs |
|
Average Inclusion of Equity Values for Non-PEO NEOs |
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
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|
|
|
| 2024 |
|
|
|
1,208,173 |
|
|
|
|
(345,835 |
) |
|
|
|
280,013 |
|
|
|
|
1,142,351 |
|
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| |
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|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
|
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) |
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Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
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Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) |
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Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) |
|
Total -
Average
Inclusion of Equity Values for Non-PEO NEOs ($) |
|
|
|
|
|
|
|
|
| 2024 |
|
|
|
356,205 |
|
|
|
|
80,353 |
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|
|
|
0 |
|
|
|
|
(67,574 |
) |
|
|
|
(88,971 |
) |
|
|
|
0 |
|
|
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|
280,013 |
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between Pay and Performance The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years.
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| Compensation Actually Paid vs. Net Income |
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
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| Compensation Actually Paid vs. Company Selected Measure |
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Core ROTCE during the five most recently completed fiscal years.
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| Tabular List, Table |
Tabular List of Financial Performance Measures First Commonwealth considers the following to be the most important financial performance measures it uses to link compensation actually paid to its NEOs, for 2024, to company performance.
• |
|
Pre-Tax Pre-Provision Return on Average Assets |
• |
|
Total Shareholder Return |
|
|
|
|
|
| Total Shareholder Return Amount |
$ 140.16
|
123.66
|
107.81
|
120.2
|
79.11
|
| Peer Group Total Shareholder Return Amount |
143.68
|
107.32
|
98.38
|
118.61
|
87.24
|
| Net Income (Loss) |
$ 142,572,000
|
$ 157,063,000
|
$ 128,181,000
|
$ 138,257,000
|
$ 73,447,000
|
| Company Selected Measure Amount |
14.95
|
20.86
|
17.49
|
17.98
|
10.78
|
| PEO Name |
T. Michael Price
|
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Core ROTCE
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Core EPS
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Core Efficiency Ratio
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| Measure:: 4 |
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| Pay vs Performance Disclosure |
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|
| Name |
Pre-Tax Pre-Provision Return on Average Assets
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| Measure:: 5 |
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| Pay vs Performance Disclosure |
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|
| Name |
Total Shareholder Return
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| PEO | Equity Awards Adjustments |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 554,706
|
|
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|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
466,177
|
|
|
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|
| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
239,454
|
|
|
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| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
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|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(150,925)
|
|
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| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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|
| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
|
|
|
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|
| PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
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|
| Pay vs Performance Disclosure |
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|
|
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|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Exclusion Of Stock Awards And Option Awards [Member] |
|
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|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(419,727)
|
|
|
|
|
| Non-PEO NEO | Equity Awards Adjustments |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
280,013
|
|
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
356,205
|
|
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
80,353
|
|
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
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|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
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|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(67,574)
|
|
|
|
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(88,971)
|
|
|
|
|
| Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| Non-PEO NEO | Exclusion Of Stock Awards And Option Awards [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ (345,835)
|
|
|
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|
