FIRST COMMONWEALTH FINANCIAL CORP (FCF)
Sector: Financials
2026 Annual Meeting Analysis
FIRST COMMONWEALTH FINANCIAL CORP · Meeting: April 28, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined the board in April 2025, which is within the 24-month exemption window, so no TSR trigger applies; brings 34 years of banking experience including prior CEO tenure at S&T Bancorp and no overboarding or attendance concerns.
Long-tenured independent director serving as Audit Committee Chair with strong financial expertise as a former CPA and audit partner; FCF's 3-year TSR of +39.4% outperforms the QABA benchmark by +6.0pp, well within the 65pp threshold for strong-positive TSR companies, so no TSR trigger applies.
Independent director with over 25 years of service bringing deep governance experience; FCF's 3-year TSR outperforms the QABA benchmark by +6.0pp and outperforms the disclosed peer group median by +12.1pp, both well within applicable thresholds, so no TSR trigger applies.
Independent director and Compensation Committee Chair with extensive accounting and tax expertise as a retired PwC partner; strong relative stock performance versus both the QABA benchmark and the disclosed peer group means no TSR trigger applies.
Joined the board in November 2025, which is within the 24-month exemption window, so no TSR trigger applies; brings cybersecurity and information technology expertise relevant to the company's risk oversight needs.
Independent Board Chair with extensive financial services technology experience; FCF's 3-year TSR of +39.4% outperforms the QABA benchmark by +6.0pp and the disclosed peer group median by +12.1pp, both well within applicable thresholds, and no overboarding or attendance concerns are present.
Non-independent executive director serving as EVP and Chief Revenue Officer; while non-independent, she serves only on the Risk Committee (not the Audit or Compensation Committees), so no independence-related policy trigger applies, and FCF's strong relative TSR performance means no TSR trigger fires.
Independent director with solid business and communications background; FCF's 3-year TSR outperforms both the QABA benchmark and the disclosed peer group median by comfortable margins, well within applicable thresholds, so no TSR trigger applies.
Independent director with extensive business and financial services board experience; serves on two public company boards (FCF and First Western Financial), which is below the four-board overboarding threshold, and FCF's strong relative TSR means no TSR trigger applies.
Independent director bringing leadership development and organizational expertise; FCF's 3-year TSR of +39.4% outperforms the QABA benchmark by +6.0pp and the disclosed peer group median by +12.1pp, both well within applicable thresholds, so no TSR trigger applies.
President and CEO serving as a non-independent executive director; subject to the same TSR trigger as other directors, but FCF's 3-year TSR of +39.4% outperforms the QABA benchmark by +6.0pp and the disclosed peer group median by +12.1pp, well within the 65pp and 50pp strong-positive thresholds respectively, so no TSR trigger applies.
Independent director with healthcare leadership and strategic planning expertise; FCF's strong relative TSR performance versus both the QABA benchmark and the disclosed peer group means no TSR trigger applies, and no other policy flags are present.
All 12 director nominees receive a FOR vote. FCF's 3-year price return of +39.4% outperforms the QABA — First Trust NASDAQ ABA Community Bank Index — by +6.0 percentage points and the disclosed compensation peer group median by +12.1 percentage points, both well within the applicable thresholds for strong-positive TSR companies, so no TSR underperformance trigger fires for any director. Two newly joined directors (Brice and DiVito) are within the 24-month exemption window. No overboarding, attendance, independence-on-audit-or-compensation-committee, or familial relationship flags are identified.
Say on Pay
✓ FORCEO
T. Michael Price
Total Comp
$2,000,604
Prior Support
97%%
CEO total compensation of $2,000,604 is reasonable for a regional bank CEO at a $1.7 billion market cap company and, per the company's own consultant, was set at approximately 81% of the compensation peer group median — well within the policy's +20% CEO threshold. Pay mix is healthy: approximately 58% of CEO target compensation is variable and performance-based, exceeding the 50-60% policy standard, and the long-term incentive plan uses meaningful multi-year metrics (relative total shareholder return and core return on tangible common equity) with clear payout tiers. Pay-for-performance alignment is strong: the 2023-2025 long-term plan paid out at 200% of target reflecting TSR at the 77th percentile and core return on tangible common equity at the 75th percentile of peers, consistent with FCF's 3-year TSR of +39.4% outperforming the QABA — First Trust NASDAQ ABA Community Bank Index — by +6.0 percentage points and the disclosed peer group median by +12.1 percentage points; prior Say on Pay support was 97%, indicating overwhelming shareholder endorsement of this compensation structure.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
7 yrs
Audit Fees
$1,334,300
Non-Audit Fees
$0
Ernst & Young LLP has served as FCF's auditor since 2019 (approximately 7 years), well below the 25-year tenure threshold; non-audit fees are zero, meaning the non-audit fee ratio is 0%, far below the 50% trigger; and EY is a Big 4 firm appropriate for a $1.7 billion market cap company, so all policy tests pass comfortably.
Overall Assessment
The 2026 FCF annual meeting ballot contains three proposals: election of 12 directors, ratification of Ernst & Young LLP as auditor, and an advisory Say on Pay vote. All proposals receive a FOR vote — the company's strong relative stock performance versus both the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark and its disclosed peer group clears all director TSR thresholds, the auditor relationship raises no independence or tenure concerns, and CEO pay is below peer median with a well-structured variable pay program backed by 97% prior-year shareholder support.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing