SEC Form DEF 14A filed by First Commonwealth Financial Corporation

FIRST COMMONWEALTH FINANCIAL CORPORATION

601 Philadelphia Street

Indiana, Pennsylvania 15701

Notice of 2025 Annual Meeting

of Shareholders

To Our Shareholders:

Table of Contents

Proxy Statement for the

First Commonwealth Financial Corporation

2025 Annual Meeting of Shareholders

We are sending this proxy statement and the accompanying proxy card to you as a shareholder of First Commonwealth Financial Corporation in connection with the solicitation of proxies for the Annual Meeting of Shareholders (the “Annual Meeting”).

First Commonwealth’s Board of Directors is soliciting proxies for use at the Annual Meeting or at any postponement or adjournment of the Annual Meeting. Only shareholders of record as of the close of business on March 3, 2025 will be entitled to vote at the Annual Meeting.

In this proxy statement, the “Company,” “First Commonwealth,” “we,” “our” or “us” all refer to First Commonwealth Financial Corporation and its subsidiaries. We also refer to the Board of Directors of First Commonwealth Financial Corporation as the “Board.”

Proxy Summary

Here we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics prior to voting.

Annual Meeting

How to Vote: By Internet, Telephone or Mail. Refer to the Notice of Availability of Proxy Materials and the proxy card for instructions.

Shareholder Voting Matters

Proxy Summary

Our Director Nominees

You are being asked to vote on the election of the twelve (12) director nominees listed below. Detailed information about each nominee’s background, skills and expertise can be found under “Proposal 1 – Election of Directors.”

Corporate Governance Facts

Our governance policies and structures, summarized in the table below, are designed to promote thoughtful consideration of business actions and appropriate risk taking, with the goal of producing strong business results for our shareholders.

Participating in the Annual Meeting

This year’s Annual Meeting will be held in a virtual format through a live webcast.

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 3, 2025, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting at www.meetnow.global/MHRWZ65 you must enter the 15-digit control number found next to the label “Control Number” on your Notice of Internet Availability or proxy card or in the email sending you the Proxy Statement. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.

Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. You may log on to www.meetnow.global/MHRWZ65 and enter your Control Number.

We are committed to answering all relevant questions we receive during the meeting. Shareholders may submit questions during the meeting through the virtual meeting platform at www.meetnow.global/MHRWZ65.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately fifteen minutes before the meeting on April 29, 2025. If you have difficulty accessing the meeting, please call 1-888-724-2416 (toll free) or 1-781-575-2748 (international). Technicians will be available to assist you.

We will also make the Annual Meeting viewable to anyone interested in a webcast at www.meetnow.global/MHRWZ65 Interested persons who were not shareholders as of the close of business on March 3, 2025 may view, but will not be able to vote or ask questions.

Stock Ownership of Certain Beneficial Owners

The following table sets forth certain information concerning the persons known by us to be the beneficial owners of more than 5% of the outstanding shares of our common stock.

Stock Ownership of Directors and Management

The following table sets forth certain information as of the March 3, 2025 record date with respect to beneficial ownership of our common stock by: (i) each director and nominee; (ii) each Named Executive Officer (“NEO”) listed in the Summary Compensation Table under the section of this proxy statement entitled “Executive Compensation,” and (iii) all directors and executive officers as a group. As of the record date, there were 101,815,963 shares of common stock outstanding. Unless otherwise indicated, all persons named as beneficial owners of the Company’s common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.

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:

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.

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:

Corporate Governance

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:

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

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.

Corporate Governance

Where to Find Governance Documents

You can find copies of the charters for our Audit Committee, Compensation and Human Resources Committee, Governance Committee and Risk Committee, as well as our Corporate Governance Guidelines, Code of Conduct and Ethics and other important information, by visiting our website at www.fcbanking.com and following the links to “Investor Relations” and “Corporate Governance.”

Communicating with Directors

You may communicate directly with any director or the full Board. To do so, please write to the person or persons desired and mail the communication to:

First Commonwealth Financial Corporation

Attn: Board Communications

P.O. Box 400

Indiana, PA 15701

Our employees will not open or otherwise screen any communications sent to this address. The communications will be delivered directly to the Board Chair, who will determine how to respond, including whether to present the communication to the full Board or to forward it to an individual director. If you send director-related communications to our offices, we will handle them in accordance with a collection and organization process approved by the Board. These communications are subject to a screening process that will determine which communications will be relayed to directors.

In addition, First Commonwealth has retained an independent service provider to receive calls from shareholders and other interested parties who wish to communicate with the non-management directors. The telephone number for this service is 1-866-825-5283. The independent service provider will forward all communications to the independent Board Chair who will take such action as he deems appropriate. A summary report of all communications received and actions taken by the Board Chair will be presented during the next executive session of the non-management directors and, if the non-management directors deem appropriate, to the full Board.

Compensation of Directors

Our Governance Committee annually reviews and recommends the type and amount of compensation paid to non-employee directors. Mr. Price and Ms. Grebenc receive no additional compensation for serving as a director. The primary objectives of the Committee’s annual review are to confirm continued alignment with business and shareholder interests, evaluate our director compensation program relative to our peers, and identify and respond to continued changes in director compensation in light of the competitive environment. The Governance Committee conducted its annual compensation review for 2024 in October 2023 and maintained the current level of director compensation.

Director Compensation Schedule

In 2024 our Non-Management directors were compensated according to the following schedule:

In addition to the fees described above, the non-executive Chair receives an annual retainer fee of $100,000.

Director Compensation in 2024

The following table shows the compensation paid to our non-employee directors during 2024:

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,

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

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.

Proposal 1 – Election of Directors

Stephen A. Wolfe. Mr. Wolfe, age 60, has served as President and Chief Executive Officer of Indiana Regional Medical Center, an independent community hospital in Indiana, Pennsylvania, since 1999. Mr. Wolfe is the Founder, President and Chairman of the Pennsylvania Mountains Healthcare Alliance, a regional health information organization that facilitates the exchange of electronic health information among healthcare providers, and is the Chairman of the Pennsylvania Mountain Care Network, a collaborative network of three hospitals in Western Pennsylvania. Mr. Wolfe joined our Board in April 2017 and serves as a director of First Commonwealth Bank and as a member of our Compensation and Human Resources Committee. He is active in numerous civic and charitable organizations, having served as Chairman of the Indiana County Chamber of Commerce, a member of the Indiana County Development Corporation and Center for Economic Operations, the co-founder and Chairman of the Seeds of Faith Christian Academy and Campaign Chair for the United Way. Mr. Wolfe earned a Bachelor of Science degree in Pharmacy from Temple University and a Masters in Public Administration from Penn State University. Mr. Wolfe contributes extensive experience in business, strategic planning and execution and organizational development to our Board of Directors.

Each director elected this year will continue in office until a successor has been elected. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election, but if that happens, your proxy will be voted for another person nominated by the Board. The Board may also choose to reduce the number of directors to be elected, as permitted by our By-laws.

Proposal 2 – Ratification of Independent Auditors

The Audit Committee of the Board has appointed Ernst & Young LLP as the independent auditors of First Commonwealth and our subsidiaries for the year ending December 31, 2025. Ernst & Young LLP has served as our independent auditors since 2019. In selecting Ernst & Young LLP, the Audit Committee considered a number of factors, including:

At the annual meeting, shareholders will be asked to ratify the appointment of Ernst & Young LLP as First Commonwealth’s independent auditors for the 2025 fiscal year. Although shareholder approval is not required, the Board desires to obtain shareholder ratification of this appointment. If the appointment is not ratified at the annual meeting, the Board will review its future selection of auditors. If the appointment is ratified, the Audit Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of First Commonwealth and its shareholders. No formal statement by representatives of Ernst & Young LLP is anticipated at the Annual Meeting. However, representatives of Ernst & Young LLP are expected to attend the Annual Meeting to respond to appropriate questions.

The affirmative vote of the holders of a majority of First Commonwealth’s common stock present in person or represented by proxy at the annual meeting is necessary for ratification of the appointment of Ernst & Young LLP as our independent auditors.

Audit Information

Report of the Audit Committee

The Audit Committee of First Commonwealth’s Board of Directors operates under a written charter that specifies the Audit Committee’s duties and responsibilities. This charter is available on First Commonwealth’s website at www.fcbanking.com by following the links to “Investor Relations” and “Corporate Governance.”

Management is responsible for the financial reporting process, the system of internal controls, including internal control over financial reporting, and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. First Commonwealth’s independent auditors are responsible for the integrated audit of the consolidated financial statements and internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes and procedures. The Audit Committee relies, without independent verification, on the information provided to the Audit Committee and on the representations made by management regarding the effectiveness of internal control over financial reporting, that the consolidated financial statements have been prepared with integrity and objectivity and that such consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Audit Committee also relies on the opinions of the independent auditors on the consolidated financial statements and the effectiveness of internal control over financial reporting.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of First Commonwealth as of and for the year ended December 31, 2024 with First Commonwealth’s management and Ernst & Young LLP. The Audit Committee has also discussed with Ernst & Young LLP the firm’s independence from the Company and management, and has received the written disclosures and the communication from the independent auditor required by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding the independent auditor’s communications with the Audit Committee concerning independence. In addition, the Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed under PCAOB Auditing Standard No. 1301, Communications with Audit Committees.

Based on the review and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in First Commonwealth’s annual report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee,

Julie A. Caponi, Chair

Gary R. Claus

Patricia A. Husic

Bart E. Johnson

Robert J. Ventura

Audit Information

Fees Billed by Independent Auditors

The aggregate fees billed by Ernst & Young LLP for the fiscal years ended December 31, 2024 and 2023, were as follows:

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve the audit and non-audit services performed by First Commonwealth’s independent auditors in order to assure that the provision of those services does not impair the auditors’ independence. Accordingly, the Audit Committee has adopted a policy for the pre-approval of audit and non-audit services by First Commonwealth’s independent auditors and requires that the independent auditor be engaged for non-audit services only when it is best suited for the job. This policy allows the Audit Committee to pre-approve services through general pre-approval or specific pre-approval.

Under general pre-approval, the Audit Committee approves in advance the payment of up to a specified amount of fees for the performance of specified types of audit, audit-related, tax and other services by the independent auditors. The term of general pre-approval is generally twelve (12) months from the date of pre-approval. Any services that are not subject to general pre-approval or fees in excess of pre-approved limits must be specifically pre-approved by the Audit Committee on a case-by-case basis. Pre-approved fee levels or budgeted amounts for all services to be provided by the independent auditors are established annually by the Audit Committee.

The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditors to management. However, the pre-approval policy allows the Audit Committee to delegate to one or more designated members of the Audit Committee the authority to grant required pre-approvals. The decision of any member to whom authority is delegated to pre-approve an activity is presented to the full Audit Committee at its next scheduled meeting.

Proposal 3 – Advisory Vote on Executive Compensation

First Commonwealth is providing shareholders with the opportunity at the 2025 Annual Meeting of Shareholders to vote on an advisory resolution, commonly known as “Say-on-Pay,” to approve the compensation of First Commonwealth’s named executive officers. Such compensation is described on pages 21 through 50 of this proxy statement. We currently conduct Say-on-Pay votes annually. The next Say-on-Pay vote is expected to occur in 2026.

The Compensation and Human Resources Committee, which is responsible for the compensation of our executive officers, has overseen the development of a compensation program designed to attract, retain and motivate executives who enable us to achieve our strategic and financial goals. The Compensation Discussion and Analysis section of this proxy statement and the tabular disclosures regarding named executive officer compensation, together with the accompanying narrative disclosure, allow shareholders to view the trends in compensation and application of our compensation philosophies and practices for the years presented.

Shareholders are being asked to vote on the following advisory resolution:

RESOLVED, that the shareholders approve the compensation of First Commonwealth Financial Corporation’s named executive officers as described in the Compensation Discussion and Analysis section and in the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure) in this proxy statement.

Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation and Human Resources Committee and the Board will take the outcome of the vote into account when considering future executive compensation arrangements.

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) outlines our 2024 executive compensation philosophy and objectives, describes the elements of our executive compensation program, and explains how the Compensation & Human Resources Committee (Committee) of the Company’s Board of Directors arrived at its compensation decisions for our 2024 named executive officers (NEOs) listed below:

Executive Summary

We seek to align the interests of our executives with the interests of our shareholders. We believe it is important to incent and reward executives for corporate and individual performance. We maintain a pay-for-performance compensation philosophy — our executive compensation program places a heavy emphasis on variable (at-risk) compensation through short- and long-term performance-based programs, which includes a significant equity component.

The Committee established short- and long-term performance goals during the first quarter of 2024.

These performance goals are designed to drive our financial results, align with our business strategy and create long-term value for our shareholders. Our programs are reviewed to ensure the programs, metrics and goals do not encourage undue risk taking or imprudent actions by our executive officers.

2024 Financial and Strategic Accomplishments

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Summary of Executive Compensation Actions

The following is a summary of compensation actions taken by the Company in 2024:

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CEO Pay At-A-Glance

The following graphs show the direct relationship between our financial performance and our CEO total compensation¹ levels and our improving relative performance by comparing our Core ROA and Core ROATCE to the median of our performance peer group and the total annual compensation for Mr. Price for the past five years.

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Advisory Vote on Executive Compensation

Our shareholders approved the compensation of our NEOs in an advisory vote at our 2024 annual meeting of shareholders. The advisory vote received the support of 97% of the votes cast (excluding abstentions and broker non-votes). The Committee considered the results of this advisory vote to be overwhelmingly favorable.

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What Guides Our Program

Compensation Philosophy and Objectives

The Committee believes that the continued success of the Company in achieving its strategic objectives depends in large part on the talent and leadership of its executives and the alignment of those executives with the interests of our investors. Accordingly, the Committee’s philosophy toward executive compensation can be summarized as follows:

Elements of Compensation

Total direct compensation for our NEOs consists of base salary, cash and equity-based incentive compensation. Each of these elements of compensation is described below.

Base Salary.

We provide base salaries to compensate our NEOs for services performed during the year. Base salaries further our objectives of attracting and retaining executive talent and providing competitive compensation.

Base salaries for executive officers are determined by:

The Committee typically reviews and approves base salaries annually as part of the performance review process as well as upon promotion or other change in job responsibility. Adjustments to base salaries, within a range of competitive practices, are determined primarily by:

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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:

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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As shown below, the majority of CEO target compensation and a significant portion of other NEO target compensation was variable and subject to performance and/or vesting requirements (54% for the CEO and an average of 48% for our other active NEOs) for fiscal year 2024.

The Decision-Making Process

Role of the Compensation Committee

The Compensation and Human Resources Committee of the Board (“the Committee”) is comprised of six directors: Robert Ventura (Chairman), Ray Charley, Gary Claus, David Greenfield, Aradhna Oliphant and Stephen Wolfe. Each member of the Committee is an “independent director” for purposes of the NYSE listing standards for compensation committee members. The Committee operates under a written charter that is reviewed and approved annually by the Board. A copy of this charter is available under the “Investor Relations – Corporate Governance” section of our website, http://www.fcbanking.com.

The primary responsibilities of the Committee are to:

The Committee relies upon performance data, statistical information and other data regarding executive compensation programs and peer practices provided from time to time by First Commonwealth’s Human Resources department, officers and outside advisors. The Committee has access to individual members of

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management and employees and may invite them to attend any Committee meeting. The Committee has the power and discretion to retain, at First Commonwealth’s expense, independent counsel and other advisors and experts as it deems necessary or appropriate to carry out its duties.

Role of Executives in Establishing Compensation

The CEO provides strategic context and input to the Committee on incentive measures and pay decisions for executives other than himself. His role includes:

The CEO generally attends Committee meetings, but he is not present during executive sessions of the Committee at which his performance and compensation are discussed. Other members of management also attend meetings from time to time at the request of the Committee to provide reports and information on agenda topics.

Independent Compensation Consultant

The Committee engaged Meridian Compensation Partners LLC (Meridian) as its independent compensation consultant for 2024.

During 2024, Meridian provided the Committee with peer executive compensation data and advised the Committee regarding various matters brought before the Committee, including the Committee’s evaluation of the design of short- and long-term incentive programs, the Board’s evaluation of the CEO and the evaluation of our performance and compensation against the performance and compensation of our compensation peer group, which is described under “Peer Comparisons” and elsewhere in this CD&A.

The Committee has the sole authority to retain and terminate Meridian as its compensation consultant and approve fees and other engagement terms. The Committee has determined that Meridian is independent from management based upon the consideration of relevant factors, including:

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Peer Comparisons

The Committee reviews a peer compensation assessment annually as a market check for the Company’s executive pay and performance. During 2024, this assessment was performed using compensation data provided by Meridian from our compensation peer group, as described below, as well as certain other regional banks with assets between $5 and $30 billion. The compensation peer group is intended to:

The compensation peer group selected by the Committee is comprised of 19 publicly-traded commercial banks with headquarters in the Mid-Atlantic and Midwest. The Committee reviews the compensation peer group annually based on analysis and recommendations from Meridian and periodically adds or removes members from the compensation peer group based on changes in the size, business model and demographic profile of First Commonwealth and peer banks. The peer group companies utilized by the Committee to determine NEO compensation for 2024 are listed below.

The Committee also references a national peer group, which we refer to as our performance peer group, comprised of all publicly traded United States banks and thrifts having total assets greater than or equal to 50% and less than or equal to 200% of the total assets of the Company, when measuring the Company’s performance in comparison to peers for incentive plans and other purposes.

During 2024, Meridian presented a market assessment of the Company’s executive compensation in comparison to the compensation peer group. The assessment noted that the CEO’s base salary is at 87% of the market median and target total direct compensation is at 81% of the market median. The base salary and target total direct compensation for other NEOs is generally within the competitive range of +/- 15% from the market median. Based on this assessment, Meridian concluded that the compensation of the NEOs is aligned with the Committee’s compensation philosophy.

In assessing the pay-for-performance relationship, the Committee considers the historic realized pay provided by the Company to its CEO and CFO in relation to the Company’s performance. Realized pay consists of actual base salary and annual cash incentives paid, the fair market value of restricted stock and

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restricted stock units vested during the measurement period and the value of long-term performance awards earned during the measurement period (based on actual performance). The Committee believes this is a more accurate reflection of the actual compensation delivered to the CEO and CFO than the amounts reported in the Summary Compensation Table, which include a mix of actual pay and unearned long-term pay opportunities.

The chart below shows the relative financial performance² and CEO realized pay for the Company and similarly-sized institutions over the three-year period 2021 through 2023 (the most recent publicly-available compensation data as of the publication of this proxy statement).

The shaded area reflects relative alignment of pay and performance. For the period presented, the Company’s CEO realized pay (22nd percentile) was significantly lower than the Company’s relative performance, which was the highest among peers. The Committee has approved increases in the CEO’s base salary which are expected to bring his realized pay closer to the median in future periods.

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Executive Compensation Decisions in 2024

Base Salary

During 2024, the Committee approved a 16.7% increase to the base salary of CEO Price based on his strong performance as CEO and the historical misalignment between the CEO’s below-market compensation and the Company’s above-average performance. The Committee also approved market-based merit increases for the other NEOs. The table below shows the change in base salary for each NEO from 2023 to 2024.

Annual Incentive Plan

The Committee approved AIP participation for the NEOs in March 2024. The 2024 AIP utilized corporate performance measures to maximize the alignment between executive incentive pay and corporate performance. The Committee retained Core EPS and transitioned Core PTPP ROA and Core Efficiency Ratio from absolute to relative performance measures. The Committee retained an individual performance component for those executive officers with risk management responsibilities (our Chief Credit Officer, Chief Risk Officer and Chief Audit Executive) with a weighting of 30%.

The table below lists the performance goals for the 2024 AIP and their respective weightings and threshold, target and superior performance levels, and results:

Core EPS of $1.40 fell between the threshold and target performance levels. EPS was negatively affected by higher provision for loan losses, net interest margin pressure due to higher funding costs and the impact of the Durbin Amendment on interchange income. Core PTPP ROA and Core Efficiency Ratio outperformed peers despite these challenges.

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The table below sets forth the amount earned by each NEO under the 2024 AIP.

In addition, we agreed to pay Mr. Karrip’s 2024 AIP award at the target level of $169,600 in connection with his Separation Agreement.

Long-Term Incentive Plans

2024-2026 LTIP

In January 2024, the Committee established a LTIP for the three-year performance cycle from 2024 through 2026. Awards under the 2024-2026 LTIP consist of

The table below identifies the performance goals for the PRSUs awarded under the 2024-2026 LTIP.

The performance peer group for the 2024-2026 LTIP is comprised of all publicly traded United States banks and thrifts having total assets greater than or equal to 50% and less than or equal to 200% of the total assets of the Company as of December 31, 2023. The number of shares that may be earned for the PRSUs ranges from 40% of the target award for threshold performance to 200% of the target award for superior performance.

2022-2024 LTIP

2024 represented the final year of the performance cycle for the PRSUs issued pursuant to the 2022-2024 LTIP. Vesting was based upon First Commonwealth’s achievement of the following performance goals: (1) core ROTCE in relation to the performance peer group; and (2) TSR in relation to the performance peer group.

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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:

Based upon these results, in January 2025 the Committee approved the vesting of the following PRSUs and time-vesting RSUs to the NEOs:

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.

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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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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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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Summary Compensation Table

The table below shows compensation of our named executive officers.