DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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First Commonwealth Financial Corporation
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FIRST COMMONWEALTH FINANCIAL CORPORATION

601 Philadelphia Street

Indiana, Pennsylvania 15701

Notice of 2023 Annual Meeting

of Shareholders

To Our Shareholders:

The 2023 Annual Meeting of Shareholders of First Commonwealth Financial Corporation will be held on Tuesday, April 25, 2023, beginning at 2:00 p.m., Eastern Time.

The meeting will be held virtually via a live audio webcast. To attend the Annual Meeting, visit www.meetnow.global/MVFSKR2 and enter the control number found on the proxy card or Notice of Internet Availability of Proxy Materials you previously received. If you do not have your control number, you may attend as a guest, but you will not have the option to vote your shares or ask questions at the virtual meeting.

At the meeting, our shareholders will be asked to:

1. Elect to our Board of Directors the fifteen (15) nominees who are named in the enclosed proxy statement to serve until the next annual meeting and until their successors are elected and qualified;

2. Ratify the Audit Committee’s selection of Ernst & Young LLP as our independent auditors for 2023;

3. Approve a non-binding advisory vote on the compensation of our named executive officers;

4. Approve a non-binding advisory vote on the frequency of the non-binding advisory vote on the compensation of our named executive officers; and

5. Transact such other business as may properly come before the meeting.

The record date for the meeting was March 1, 2023. We sent shareholders of record as of the close of business on the record date a Notice of Internet Availability of Proxy Materials on or about March 15, 2023. Instructions on how to receive a printed copy of our proxy materials are included in the notice.

Whether or not you plan to attend the meeting, please sign, date and return the enclosed proxy card as promptly as possible so that your shares will be represented at the meeting.

By Order of the Board of Directors,

Matthew C. Tomb

Secretary

March 15, 2023

Table of Contents

Proxy Summary	1
Stock Ownership of Certain Beneficial Owners	5
Stock Ownership of Directors and Management	6
Corporate Governance	7
Corporate Governance Policies	7
Composition and Diversity of the Board	8
Independence of Directors	9
Oversight of Risk	9
Audit Committee	9
Compensation and Human Resources Committee	10
Governance Committee	10
Risk Committee	10
Code of Conduct and Ethics	10
Where to Find Governance Documents	11
Communicating with Directors	11
Compensation of Directors	12
Proposal 1 – Election of Directors	13
Proposal 2 – Ratification of Independent Accounting Firm	18
Audit Information	19
Report of the Audit Committee	19
Fees Billed by External Auditors	20
Audit Committee Pre-Approval Policies and Procedures	20
Proposal 3 – Advisory Vote on Executive Compensation	21
Proposal 4 – Frequency of Advisor Vote on Executive Compensation	22

Executive Compensation	23
Compensation Discussion and Analysis	23
Executive Summary	23
Executive Compensation Philosophy and Objectives	23
Elements of Compensation	27
The Decision-Making Process	29
Executive Compensation Decisions in 2022	32
Other Compensation Practices, Policies and Guidelines	35
Compensation Committee Report	36
Summary Compensation Table	37
Grants of Plan-Based Awards	38
Outstanding Equity Awards at Fiscal Year-End	39
Option Exercises and Stock Vested	40
Nonqualified Deferred Compensation	40
Pay Versus Performance	41
Compensation Policies and Practices Relating to Risk Management	43
Potential Payments Upon Termination or Change of Control	43
Ratio of CEO Pay to Median Employee Pay	47
Section 16(a) Beneficial Ownership Reporting Compliance	47
Related Party Transactions	48
Annual Meeting Information	49
Requirements for Director Nominations and Shareholder Proposals	52
“Householding” of Proxy Materials	55
Annual Report on Form 10-K	55
Accessing Proxy Materials	55

FIRST Commonwealth    ∎    2023 Proxy Statement i

Proxy Statement for the

First Commonwealth Financial Corporation

2023 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 1, 2023 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

Date and Time:	Format:	Record Date:
Tuesday, April 25, 2023 2:00 p.m., EST	Live Audio Webcast www.meetnow.global/MVFSKR2	Close of business on March 1, 2023

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

Proposal	Board’s Voting Recommendation	Page Reference
1. Election of Directors	FOR all nominees	13 to 17
2. Ratification of Independent Accounting Firm	FOR	18 to 20
3. Advisory Vote on Executive Compensation	FOR	21 to 47
4. Advisory Vote on Frequency of Executive Compensation Vote	ONE YEAR	22

FIRST Commonwealth    ∎    2023 Proxy Statement 1

Proxy Summary

Our Director Nominees

You are being asked to vote on the election of the fifteen (15) director nominees listed below. Detailed information about each nominee’s background, skills and expertise can be found under “Proposal 1 – Election of Directors.”

				Committee Memberships
Name Current Position	Age	Director Since	Independent	Audit	Governance	Compensation & Human Resources	Risk	Credit*
Julie A. Caponi Retired Assistant Treasurer of Arconic	61	2007	YES	Chair				🌑
Ray T. Charley Chief Executive Officer of Thomi Co.	71	1998	YES		🌑	🌑
Gary R. Claus Retired Tax Partner of PWC	70	2011	YES	🌑		🌑
David S. Dahlmann Retired President and CEO of Southwest National Corporation and Southwest Bank	73	1998	YES				Chair	🌑
Johnston A. Glass Retired President and CEO of First Commonwealth Bank	73	1986	YES				🌑	Chair
Jon L. Gorney Retired Executive Vice President of National City Corporation	72	2013	YES				🌑	🌑
Jane Grebenc EVP and Chief Revenue Officer; President, First Commonwealth Bank	64	2020	NO				🌑
David W. Greenfield Retired General Counsel of Kennametal, Inc.	72	2010	YES		Chair	🌑
Patricia A. Husic Retired President and CEO of Centric Financial Corp and Centric Bank	58	2023	YES
Bart E. Johnson Managing Member of Serenity Pools, LLC	57	2017	YES	🌑				🌑
Luke A. Latimer Chair, CEO & President of R&L Development, Inc.	46	2011	YES		🌑
Aradhna M. Oliphant Former President and CEO, Leadership Pittsburgh	57	2019	YES		🌑	🌑
T. Michael Price President and CEO of First Commonwealth Financial Corporation	60	2012	NO
Robert J. Ventura Executive Managing Director of Ventura Group LLC	73	2004	YES	🌑		Chair
Stephen A. Wolfe President and CEO of Indiana Regional Medical Center	58	2017	YES				🌑

* The Credit Committee is a Committee of the Board of Directors of our subsidiary bank.

2 FIRST Commonwealth    ∎    2023 Proxy Statement

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.

Board and Governance Information
Size of Board	15
Number of Independent Directors	13
Average Age of Directors	64
Number of Female Directors	4
Number of Racial / Ethnic Minority Directors	1
Board Meetings held in 2022	12
Annual Election of Directors	Yes
Mandatory Retirement Age	75
Majority Voting in Director Elections	Yes
Separate Chair and CEO	Yes
Independent Directors Meet Without Management Present	Yes
Annual Board and Committee Evaluations	Yes
Board Orientation and Continuing Education Program	Yes
Board Risk Committee	Yes
Codes of Conduct for Directors, Officers and Employees	Yes
Stock Ownership Guidelines for Directors and Executive Officers	Yes
Anti-Hedging and Pledging Policies	Yes
Recoupment (“Clawback”) Policy	Yes

FIRST Commonwealth    ∎    2023 Proxy Statement 3

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 1, 2023, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting at www.meetnow.global/MVFSKR2, 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/MVFSKR2 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/MVFSKR2.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately fifteen minutes before the meeting on April 25, 2023. 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/MVFSKR2. Interested persons who were not shareholders as of the close of business on March 1, 2023 may view, but will not be able to vote or ask questions.

4 FIRST Commonwealth    ∎    2023 Proxy Statement

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.

Name and Address	Number of Shares Beneficially Owned			Percentage of Class
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		13,775,634	(1)		14.8	%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746		6,469,096	(2)		6.9	%
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355		10,574,553	(3)		11.3	%

(1) Based on the information provided pursuant to a statement on Schedule 13G filed with the SEC on January 26, 2023 by BlackRock, Inc. reporting the holdings of BlackRock, Inc. and its subsidiaries as of December 31, 2022. According to the Schedule 13G, BlackRock, Inc. or its subsidiaries held sole voting power with respect to 13,558,711 shares and sole dispositive power over all of the reported shares.

(2) Based on information provided pursuant to a statement on Schedule 13G filed with the SEC on February 14, 2023, by Dimensional Fund Advisors LP reporting holdings, as of December 31, 2022, of certain funds to which Dimensional Fund Advisors LP furnishes investment advice. Dimensional Fund Advisors LP disclaims beneficial ownership of the reported shares. According to the Schedule 13G, Dimensional Fund Advisors LP held sole voting power over 6,369,099 shares and sole dispositive power over all of the reported shares.

(3) Based on information provided pursuant to a statement on Schedule 13G filed with the SEC on February 9, 2023 by The Vanguard Group, Inc. reporting the holdings of The Vanguard Group, Inc. and its subsidiaries as of December 31, 2022. According to the Schedule 13G, The Vanguard Group, Inc. held sole voting power over 0 shares, shared voting power over 85,818 shares, sole dispositive power over 10,391,930 shares and shared dispositive power over 182,623 shares.

FIRST Commonwealth    ∎    2023 Proxy Statement 5

Stock Ownership of Directors and Management

The following table sets forth certain information as of the March 1, 2023 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 103,124,844 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.

Name of Beneficial Owner	Shares Beneficially Owned			Percentage Owned
Julie A. Caponi		48,933		*
Ray T. Charley		309,174	(1)	*
Gary R. Claus		47,910		*
David S. Dahlmann		54,862		*
Johnston A. Glass		78,373		*
Jon L. Gorney		34,666		*
Jane Grebenc		144,912		*
David W. Greenfield		48,218		*
Patricia A. Husic		141,701		*
Bart E. Johnson		65,251	(2)	*
Brian G. Karrip		60,962		*
Luke A. Latimer		145,918		*
Norman J. Montgomery		65,707		*
Aradhna M. Oliphant		10,309		*
T. Michael Price		337,564		*
James R. Reske		76,961		*
Robert J. Ventura		50,477		*
Stephen A. Wolfe		17,110		*
All directors and executive officers as a group (21 persons)		1,909,742		1.85%

* Less than 1%

(1) Includes 273,958 shares held by Charley Family Investments, LP, for which Mr. Charley has sole voting and investment power as manager of the general partner of the partnership, and 18,000 shares held by trusts for Mr. Charley’s children of which Mr. Charley has sole voting and investment power as trustee.

(2) Does not include 682 shares owned by Mr. Johnson’s children.

6 FIRST Commonwealth    ∎    2023 Proxy Statement

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:

• Leadership and Accountability – the Board’s responsibility for appointing and retaining strong and qualified leaders and holding those leaders accountable for corporate performance;

• Strategic Direction and Execution – the Board’s responsibility to approve the Company’s strategy and oversee its execution by management; and

• 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, each director other than our Chief Executive Officer and the President of our subsidiary bank (who is required to serve on the bank’s board under Pennsylvania law) must be independent from management. All of our directors other than the Chief Executive Officer and the President of our subsidiary bank, who has been nominated for election to our board, 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.

FIRST Commonwealth    ∎    2023 Proxy Statement 7

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.

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 twelve (12) 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. The annual meeting provides an opportunity for shareholders to meet and interact with our directors. 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.

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. Currently, four (4) of our 15 directors are females and one (1) of our 15 directors is a racial or ethnic minority. When evaluating and recommending candidates to fill vacancies on our Board, our Governance Committee strives to ensure that candidates with a diversity of ethnicity and gender are included in each pool of candidates from which Board nominees are chosen.

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:

• possess a sustained record of high achievement in financial services, business, industry, government, academia, the professions, or civic, charitable or non-profit organizations;

• 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;

• 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;

• 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;

8 FIRST Commonwealth    ∎    2023 Proxy Statement

Corporate Governance

• 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

• 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 all directors other than the Chief Executive Officer and the President of our subsidiary bank 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:

• 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;

• the relationship complies with all applicable laws and regulations; and

• 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, Dahlmann, Glass, Gorney, Greenfield, Husic, Johnson, Latimer, Oliphant, Ventura and Wolfe 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 2022 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. In addition, the Credit Committee of the First Commonwealth Bank Board of Directors oversees the Bank’s lending operations and the quality and performance of its loan portfolios.

Audit Committee

The Audit Committee is comprised of Julie A. Caponi (Chair), Gary R. Claus, Bart E. Johnson, and Robert J. Ventura, each of whom is an independent director under our Guidelines and the NYSE and Securities and

FIRST Commonwealth    ∎    2023 Proxy Statement 9

Corporate Governance

Exchange Commission (“SEC”) standards. The primary responsibilities of the Audit Committee are to monitor the integrity of our financial statements, select and oversee our 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 and Claus qualify as “audit committee financial experts” as defined by the rules of the SEC. The Audit Committee met eight (8) times in 2022. A report of the Audit Committee follows on page 19.

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 and Aradhna M. Oliphant. 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 2022. 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 four (4) times during 2022.

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), Johnston A. Glass, Jon L. Gorney, Jane Grebenc, and Stephen A. Wolfe. 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, compliance and legal, reputation and strategic risk, and assess risks associated with strategic and operating plans and strategic initiatives. The Risk Committee met nine (9) times during 2022.

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

10 FIRST Commonwealth    ∎    2023 Proxy Statement

Corporate Governance

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.

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.

FIRST Commonwealth    ∎    2023 Proxy Statement 11

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 2022 in October 2021. Based on this review, the Committee approved an $18,750 increase to the annual director retainer to $82,750 to raise the average director compensation to the median of the Company’s compensation peer group.

Director Compensation Schedule

In 2022 our Non-Management directors were compensated according to the following schedule:

Board Member Retainer(1)	$	82,750
Committee Member Retainer	$	8,000
Committee Chair Premium(2)	$	12,000
Audit Committee Chair Premium(2)	$	14,500

(1) Half of the annual retainer fee for service on the Board of Directors is paid in cash and half is paid in shares of common stock based on the closing price of the Company’s stock on the date of the annual meeting of Shareholders. Directors who own shares having a value of at least $400,000 may elect to receive their full retainer in cash.

(2) The Chair of each Committee is paid a premium for the additional time and effort required to chair the committee. The premium is in addition to the Committee Member Retainer.

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

Director Compensation in 2022

The following table shows the compensation paid to our non-employee directors during 2022:

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Julie A. Caponi		105,250		0		8,000		113,250
Ray T. Charley		57,375		41,375		0		98,750
Gary R. Claus		98,750		0		0		98,750
David S. Dahlmann		102,750		0		8,000		110,750
Johnston A. Glass		90,750		0		20,000		110,750
Jon L. Gorney		149,375		41,375		8,000		198,750
David W. Greenfield		69,375		41,375		0		110,750
Bart E. Johnson		49,375		41,375		8,000		98,750
Luke A. Latimer		90,750		0		0		90,750
Aradhna M. Oliphant		57,375		41,375		0		98,750
Robert J. Ventura		110,750		0		0		110,750
Stephen A. Wolfe		49,375		41,375		0		90,750

(1) “Fees Earned or Paid in Cash” consists of retainer fees for service on the Board of Directors and committees of First Commonwealth Financial Corporation.

(2) “Stock Awards” consists of the portion of the annual retainer paid in shares of common stock based upon the grant date fair value of the shares.

(3) “All Other Compensation” consists of cash retainer fees for service on the Credit Committee of First Commonwealth Bank.

12 FIRST Commonwealth    ∎    2023 Proxy Statement

Proposal 1 – Election of Directors

Upon the recommendation of our Governance Committee, the Board of Directors has nominated the fifteen (15) persons named below for election at the 2023 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.

Julie A. Caponi. Ms. Caponi, age 61, is a Certified Public Accountant. 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. She is a director of First Commonwealth Bank and a member of the Credit Committee 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. She is a member of the American and Pennsylvania Institutes of Certified Public Accountants. 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 71, 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 70, 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, 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.

David S. Dahlmann. Mr. Dahlmann, age 73, is retired. He was formerly Vice Chairman of First Commonwealth Financial Corporation from 1998 to 2002, President and Chief Executive Officer of Southwest National Corporation from 1991 to 1998 and President and Chief Executive Officer of Southwest Bank from 1991 until its merger with First Commonwealth Bank in 2002. He was a director of Southwest National Corporation from 1991 and joined our Board in 1998 upon the completion of our merger with

FIRST Commonwealth    ∎    2023 Proxy Statement 13

Proposal 1 – Election of Directors

Southwest National Corporation. He served as the Chairman of the Board of First Commonwealth Financial Corporation and First Commonwealth Bank from 2006 until April 2021. Mr. Dahlmann formerly served on the Board of Directors of the Federal Reserve Bank of Cleveland and as an Adjunct Professor at Saint Vincent College in Latrobe, Pennsylvania, and he serves as a director for numerous charitable, educational and civic associations. Mr. Dahlmann is a member of our Risk Committee and the Credit Committee of First Commonwealth Bank. He earned a Bachelor’s Degree in Economics and Masters of Business Administration degrees from the Indiana University of Pennsylvania. Mr. Dahlmann’s qualifications for Board service include his extensive career as a director and executive in the financial services industry and his expertise and experience in corporate governance matters.

Johnston A. Glass. Mr. Glass, age 73, is retired. Mr. Glass has served on our Board since 1986. He served as Vice Chairman of First Commonwealth Financial Corporation and as President and Chief Executive Officer of First Commonwealth Bank and its predecessor, NBOC Bank, until his retirement in 2005. Mr. Glass is a director of First Commonwealth Bank, serves as member of our Risk Committee and Chairs the Credit Committee of First Commonwealth Bank. Mr. Glass served as a director of First National Bank of Santa Fe until May 2013. He has served as a director and officer of numerous civic and non-profit associations and as past director of the Pennsylvania Bankers Association. He earned a Bachelor of Science degree from the Pennsylvania State University. Mr. Glass’s qualifications for Board service include his extensive leadership experience in the banking industry, his thorough understanding of First Commonwealth and its business and his long history of service as a director of First Commonwealth and other organizations.

Jon L. Gorney. Mr. Gorney, age 72, 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 the Credit Committee 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. He currently serves as a director of Professional Bank, Coral Gables, Florida. 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 64, has served as Executive Vice President and Chief Revenue Officer of First Commonwealth Financial Corporation and President of First Commonwealth Bank since May 31, 2013. Ms. Grebenc is a member of our Risk Committee. 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 has served as a director of First Commonwealth Bank since June 2013. 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 72, is retired. 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

14 FIRST Commonwealth    ∎    2023 Proxy Statement

Proposal 1 – Election of Directors

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 also serves as a trustee of Warren Wilson College in Asheville, North Carolina. 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.

Patricia A. Husic. Ms. Husic, age 58, served as President, Chief Executive Officer, and a Director of Centric Financial Corp. and Centric Bank in Harrisburg, Pennsylvania, from 2007 until the acquisition by First Commonwealth. She was a co-founder of Centric Financial in 2007. Ms. Husic joined our Board on February 1, 2023, upon the closing of the acquisition. Prior to founding Centric, Ms. Husic served as President, COO and Director of Vartan Bank from 2005 until the acquisition in 2007 by Centric Financial. She served as Executive Vice President, Chief Operating Officer and Chief Financial Officer of Vartan Bank from 2004 to 2005. Previously, Ms. Husic was a member of the executive management team at Pennsylvania State Bank from 1991 to 2004, overseeing accounting, finance, and management information systems, during her tenure. She currently serves on the board of the American Bankers Mutual Insurance, LTD and the Central Pennsylvania Food Bank. Ms. Husic served as Chair of the Pennsylvania Bankers Association in 2013 and founded the Women in Banking program at the association during that time. She also served on the board of the American Bankers Association from 2016 to 2019. Ms. Husic has been recognized by American Banker magazine as one of the Most Powerful Women in Banking for the years 2015-2021. She earned her Bachelor’s degree in Accounting and Management Information Systems from Temple University and is a Certified Public Accountant. Ms. Husic brings over 30 years of experience and leadership in the banking industry and provides an important connection between First Commonwealth and its Eastern Pennsylvania markets.

Bart E. Johnson. Mr. Johnson, age 57, 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 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 the Credit Committee of First Commonwealth Bank. 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 46, 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.

FIRST Commonwealth    ∎    2023 Proxy Statement 15

Proposal 1 – Election of Directors

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 57, served as President and Chief Executive Officer of Leadership Pittsburgh, Inc., a leadership development and networking organization in Southwestern Pennsylvania, from 2005 until 2022. She previously served in 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, extensive command of issues affecting the Pittsburgh Region and strong network and reputation among leaders across the business, foundation, public and civic sectors.

T. Michael Price. Mr. Price, age 60, 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 is the First Vice 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.

Robert J. Ventura. Mr. Ventura, age 73, is Executive Managing Director of Ventura Group, LLC, an investment banking firm in Pittsburgh, Pennsylvania, and formerly served in a similar capacity as Managing Director of Raptor Partners, LLC, from June 2010 through August 2012 and as Principal of Ventura Group, LLC. Mr. Ventura previously served as Director of Acquisitions and Divestitures and Director of Financial Planning and Analysis during a 15-year career with Rockwell International Corporation, a diversified global manufacturing company. Mr. Ventura served as a director of GA Financial, Inc. from 1998 and joined our Board in 2004 at the completion of our acquisition of GA Financial, Inc. Mr. Ventura chairs our Compensation and Human Resources Committee, serves as a member of our Audit Committee and is also a director of First Commonwealth Bank. He earned a Bachelor of Science degree in Industrial Engineering from the University of Pittsburgh and Masters of Business Administration degree from Duquesne University and has held Series 79 and 63 securities licenses. Mr. Ventura’s qualifications for Board service include his expertise in business and financial analysis and mergers and acquisitions and his experience as a director in the financial services industry.

Stephen A. Wolfe. Mr. Wolfe, age 58, 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

16 FIRST Commonwealth    ∎    2023 Proxy Statement

Proposal 1 – Election of Directors

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 Risk 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.

The Board of Directors recommends that you vote “FOR” each of the nominees listed above.

FIRST Commonwealth    ∎    2023 Proxy Statement 17

Proposal 2 – Ratification of Independent Accounting Firm

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, 2023. 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:

• the professional qualifications of Ernst & Young LLP, the lead partner and other key engagement partners;

• Ernst & Young LLP’s independence and its processes for maintaining independence;

• Ernst & Young LLP’s depth of understanding of First Commonwealth’s business, accounting policies and practices and internal control over financial reporting, as well as the breadth and depth of Ernst & Young LLP’s understanding of the financial services industry;

• the appropriateness of Ernst & Young LLP’s fees for audit and non-audit services;

• the most recent Public Company Accounting Oversight Board (PCAOB) inspection report on Ernst & Young LLP and the results of “peer review” and self-review examinations;

• the results of annual evaluations by management and the Audit Committee of the qualifications, performance and independence of Ernst & Young LLP; and

• the potential impact of changing our independent auditor.

At the annual meeting, shareholders will be asked to ratify the appointment of Ernst & Young LLP as First Commonwealth’s independent auditors for the 2023 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.

The Board of Directors recommends that you vote “FOR” the ratification of the selection of Ernst & Young LLP as our independent auditors.

18 FIRST Commonwealth    ∎    2023 Proxy Statement

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, 2022 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, 2022 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee,

Julie A. Caponi, Chair

Gary R. Claus

Bart E. Johnson

Robert J. Ventura

FIRST Commonwealth    ∎    2023 Proxy Statement 19

Audit Information

Fees Billed by Independent Auditors

The aggregate fees billed by Ernst & Young LLP for the fiscal years ended December 31, 2022 and 2021, were as follows:

	For the Fiscal Year Ended December 31, 2022 ($)		For the Fiscal Year Ended December 31, 2021 ($)
Audit Fees(1)		1,090,140		1,067,800
Audit Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0

(1) The amount of “Audit Fees” for 2022 represents actual fees billed and does not include additional fees related to the integrated audit of First Commonwealth’s 2022 consolidated financial statements that may be billed after the date of this proxy statement.

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.

20 FIRST Commonwealth    ∎    2023 Proxy Statement

Proposal 3 – Advisory Vote on Executive Compensation

First Commonwealth is providing shareholders with the opportunity at the 2023 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 23 through 47 of this proxy statement. We currently conduct Say-on-Pay votes annually. The next Say-on-Pay vote is expected to occur in 2024.

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.

The Board of Directors recommends that you vote “FOR” the advisory resolution on executive compensation.

FIRST Commonwealth    ∎    2023 Proxy Statement 21

Proposal 4 – Frequency of Vote on Executive Compensation

First Commonwealth is providing shareholders with the opportunity to advise the Board as to whether First Commonwealth should conduct an advisory vote on the compensation of its named executive officers every one, two or three years. Shareholders are being asked to vote on the following advisory resolution:

RESOLVED, that the shareholders elect to hold an advisory vote on the compensation of First Commonwealth’s named executive officers every one, two or three years, as determined by the alternative that receives the highest number of shareholder votes.

Because your vote is advisory, it will not be binding upon the Board. However, the Board of Directors and Compensation and Human Resources Committee will take into account the outcome of the vote when determining which frequency it will adopt.

You may vote to have the advisory vote held every “ONE YEAR,” “TWO YEARS” or “THREE YEARS”, or you may “ABSTAIN.” If a broker or other nominee holds your shares in its name on your behalf, the broker or nominee is not permitted to vote your shares on this proposal in the absence of voting instructions from you. Abstentions and broker non-votes will not affect the outcome of voting on this proposal. The alternative receiving the highest number of votes will indicate the frequency preferred by our shareholders.

The Board of Directors recommends that you vote to hold the advisory vote on named executive compensation every “ONE YEAR.”

22 FIRST Commonwealth    ∎    2023 Proxy Statement

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) outlines our 2022 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 2022 named executive officers (NEOs) listed below:

T. Michael Price    

President and Chief Executive Officer

James R. Reske    

Executive Vice President and Chief Financial Officer

Jane Grebenc    

Executive Vice President and Chief Revenue Officer

Brian G. Karrip    

Executive Vice President and Chief Credit Officer

Norman J. Montgomery    

Executive Vice President, Business Integration Group Mgr.

CD&A Table of Contents
Compensation Discussion and Analysis	23
Executive Summary	23
What Guides Our Program	26
The Decision-Making Process	29
Executive Compensation Decisions in 2022	32
Other Compensation Practices, Policies and Guidelines	35
Compensation Committee Report	36

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 2022.

• The short-term performance goals for 2022 required the Company to achieve growth in core earnings per share (EPS), pre-tax pre-provision (PTPP) return on average assets that exceeded the median of the Company’s performance peer group (as described on page 31), and a core efficiency ratio that surpassed our long-term below-60% target. The performance goals also met or exceeded the consensus estimate of analysts.

• Our long-term incentive program for the 2022-2024 performance cycle rewards our relative performance for Return on Tangible Common Equity (ROTCE) and Total Shareholder Return (TSR).

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.

2022 Financial and Strategic Accomplishments

The Company maintained strong financial results despite inflationary pressures and a slowing economy. The following provides an overview of 2022 financial results.

The operating environment remained challenging throughout 2022 with inflation at 40-year highs. This prompted the Federal Reserve’s Open Markets Committee to increase the Federal Funds rate at an unprecedented pace from 0% in March to 4.5% at the end of 2022. The rapid increase in interest rates created market volatility and slowed economic activity.

FIRST Commonwealth    ∎    2023 Proxy Statement 23

Executive Compensation

Despite these conditions, the Company generated strong loan growth in 2022. Total loans increased $796 million or 12%, as strong growth in commercial lending more than offset a reduction in mortgage lending driven by a slowdown in the housing market. Loan growth and rising interest rates produced strong expansion of the net interest margin (NIM) from 3.26% in 2021 to 3.58% in 2022.

Credit conditions remained resilient despite slower economic growth. Non-performing loans as a percentage of total loans decreased from 0.81% at December 31, 2021 to 0.46% at December 31, 2022.

Net interest income increased $33.7 million or 12% due to strong loan growth and NIM expansion.

Noninterest income decreased $8.0 million or 8% due to lower mortgage gain on sale income.

Core noninterest expense increased $14.7 million or 7% from 2021 due to inflationary increases impacting staffing and technology costs, along with ongoing investments in people and technology to enhance digital product offerings, support growth and develop the new equipment finance division. However, the core efficiency ratio was essentially unchanged at 54.6%, compared to 54.7% for 2021, as revenue growth outpaced expense growth.

Core earnings per share decreased from $1.45 in 2021 to $1.38 in 2022, and core return on average assets (ROA) decreased from 1.47% in 2021 to 1.35% in 2022, as the provision for loan losses normalized from ($1.4 million) in 2021 to $21.1 million in 2022. The Company’s pre-tax pre-provision ROA improved from 1.83% in 2021 to 1.91% in 2022.

The Company’s strong capital position and stable earnings enabled the Company to increase its quarterly dividend by 4.3% to $0.12 per share and to repurchase 1.04 million shares at an average price of $13.54 per share.

The Company continued to expand and grow with the announced acquisition of Centric Financial Corporation and its subsidiary Centric Bank. The acquisition represents a continuation of First Commonwealth’s commercially-focused expansion strategy into higher growth metro markets and geographically builds upon its acquisition of 14 former Santander Bank, N.A. branches in Central Pennsylvania in 2019.

Summary of Executive Compensation Actions

The following is a summary of compensation actions taken by the Company in 2022:

• Our CEO and other NEOs received normal merit increases in 2022 after foregoing salary increases in 2021 to control expenses due to the ongoing impacts of the COVID-19 pandemic.

• We adopted an Annual Incentive Plan (AIP) in 2022 and granted awards to our NEOs under the 2022 AIP. For the 2022 AIP, we replaced Core PTPP Net Income with Core PTPP Return on Average Assets. The Committee had selected Core PTPP Net Income in 2021 due to volatility and uncertainty of fluctuations in the allowance for credit losses and temporary asset growth associated with PPP lending. As these factors moderated in 2022, the Committee determined that it was appropriate to return to a ROA-based measure and restore the weighting of Core EPS to 50%. The other terms of the 2022 AIP were materially the same as previous years.

• We granted awards to our NEOs under the 2022-2024 LTIP consisting of 50% time-vesting restricted stock units (RSUs) and 50% performance-vesting restricted stock units (PRSUs). Vesting of PRSUs continues to be contingent on relative performance of TSR and ROTCE relative to our performance peer group.

• In 2023, we paid AIP awards to the NEOs based on 2022 performance. All corporate and individual measures in the AIP achieved or exceeded the Superior performance level. As such, payouts were in line with 2021 due to continued improvement of the Company’s financial performance.

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Executive Compensation

• In 2023, pursuant to our 2020-2022 LTIP we approved the award of common stock equal to 128% of the target award level for the PRSUs and the vesting of time-vesting RSUs. The Company’s TSR and ROTCE relative to the performance peer group each exceeded the Target performance level for the PRSU awards.

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 ROTCE to the median of our performance peer group and the total annual compensation for Mr. Price since 2016.

¹  CEO compensation for 2016 through 2020 includes one-fifth of the grant date fair value of 60,000 restricted stock units granted in December 2015 which vested on the fifth anniversary of the grant date.

FIRST Commonwealth    ∎    2023 Proxy Statement 25

Executive Compensation

Advisory Vote on Executive Compensation

Our shareholders approved the compensation of our NEOs in an advisory vote at our 2022 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. However, the Committee did not speculate as to the intent of the shareholders or otherwise consider the advisory vote when making decisions regarding the compensation of our NEOs.

Summary of Executive Compensation Practices
Align executive pay with performance and align executive interests with shareholders	✓	Assess performance with financial, strategic and total return measures
	✓	Consider competitive pay opportunity, as well as realizable pay, in managing and aligning overall executive compensation arrangements and individual pay decisions
	✓	Limit the use of perquisites
	✓	Establish equity-based award levels that represent a substantial component of executives’ pay opportunities
	✓	Vest 50% of long-term incentive award based on relative performance of ROTCE and TSR, which are closely aligned with shareholders
	✓	Require directors and executives to maintain significant share ownership
Maintain effective governance of our programs	✓	Subject annual and long-term incentive plan awards to a “claw back” policy for payments resulting from erroneous financial results, unnecessary or excessive risk or dishonest or unethical conduct
	✓	Conduct executive sessions of the Compensation Committee without management present
	✓	Prohibit liberal share recycling within the equity plan
	✓	Prohibit re-pricing of equity awards
	✓	Prohibit hedging or pledging of company stock by directors or executive officers
	✓	Utilize an independent compensation consultant that serves only the Compensation and Governance Committees of the Board
	✓	Conduct risk assessment to ensure the compensation programs do not encourage inappropriate risk taking
Protect shareholders	✓	Offer agreements with double trigger change of control termination and do not offer excise tax gross-ups
	✓	Require executives to agree to reasonable protective covenants including confidentiality and non-solicitation provisions
	✓	Emphasize the role of total return relative to others in our industry

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Executive Compensation

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:

• Competitive Compensation. We will provide compensation opportunities to executive officers that, in the aggregate, reflect the median practices of similarly-sized banks in the Mid-Atlantic and Midwest, adjusted for individual variance in skill and contribution.

• Pay-for-Performance. To earn competitive total pay levels, executive officers will be required to meet financial and operating objectives derived from our internal business plan and achieve long term performance that meets or exceeds the median of our performance peer group.

• Link Compensation to Talent and Accountability. To attract, retain and develop superior talent, we assess the leadership skills and professional competence of executive officers as part of our overall assessment of individual performance. Executives are held accountable for providing leadership to the organization and achievement of individual internal financial and non-financial objectives, as well as identifying and developing successors. Results of this assessment serve as input to Committee deliberations over salary increases and incentive adjustments and as input to related management selection and employment discussions.

• Promote Long-Term Share Ownership. We use share ownership to support risk management efforts, balancing demands for short term results with long term consequences. All long term incentive awards are paid with shares of Company stock, and all executives are expected to maintain a significant investment in the Company in accordance with our share ownership and retention guidelines.

• Provide Reasonable Income Security. We provide change of control agreements to our executive officers consistent with industry standards and competitive requirements. These agreements are designed to foster stability and retain well-qualified executives by providing reasonable income protection upon termination of employment following a change of control. All agreements are “double trigger,” requiring both a change of control and the loss of employment, and no agreement provides for any gross-up of taxes.

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:

• Evaluating the responsibilities of the position held and the experience of the individual; and

• Considering the competitive marketplace for executive talent, primarily through a comparison to base salaries for comparable positions with companies in our compensation peer group.

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:

• The performance of the executive’s business unit or area of responsibility, based upon measures contained in business unit scorecards and the success of business unit operating initiatives; and

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Executive Compensation

• An evaluation of the executive’s personal development, which includes an assessment of his or her 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 2022, the NEOs and certain other key executives participated in two incentive compensation plans:

• an annual incentive plan, or AIP, which provides for the payment of annual cash awards based on the attainment of annual corporate performance measures and, in the case of risk management executives, individual performance measures, and

• 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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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 (53% for the CEO and an average of 46% for our other active NEOs) for fiscal year 2022.

The Decision-Making Process

Role of the Compensation Committee

The Compensation and Human Resources Committee of the Board (“the Committee”) is comprised of five directors: Robert Ventura (Chairman), Ray Charley, Gary Claus, David Greenfield and Aradhna Oliphant. Each member of the Committee is an “independent director” for purposes of the New York Stock Exchange 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:

• review and evaluate First Commonwealth’s general compensation philosophy and oversee the development and implementation of its compensation policies and programs;

• determine the CEO’s salary, bonus and other incentive and equity compensation and review and approve the individual and corporate goals assigned to the CEO and evaluate the performance of the CEO in light of those goals;

• approve the salary, bonus and other incentive and equity compensation of the other executive officers and review and approve the individual and corporate goals assigned to the executive officers and the CEO’s evaluation of the performance of the executive officers in light of those goals;

• make recommendations to the Board with respect to incentive and equity-based compensation plans that are subject to Board approval, oversee the administration and carry out the Committee’s responsibilities under such plans, including the approval of awards of equity-based compensation;

• review the performance of the Company’s initiatives related to diversity and inclusion; and

• oversee First Commonwealth’s succession planning and talent management processes.

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 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.

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Executive Compensation

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:

• making recommendations on performance measures and goals for our incentive plans;

• evaluating executive officer performance and overseeing succession and development planning for executive officers;

• making recommendations regarding corporate titles, base salaries, annual and long-term incentive award opportunities and other employment terms for executive officers;

• providing background information for Committee meeting agenda items; and

• providing pay recommendations for executives other than himself.

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

During 2022, the Committee issued a request for proposals for its independent compensation consultant following the departure of the principal from the Committee’s existing consulting firm. The Committee agreed that the firm should have a dedicated banking practice or deep banking knowledge and experience, access to extensive data and information and the ability to provide strategic advice to the Committee. After a review of several firms, the Committee selected Meridian Compensation Partners LLC as its independent compensation consultant based upon the firm’s reputation and the quality of the prospective engagement partner.

During 2022, 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:

• that Meridian does not provide any services to the Company except advisory services to the Committee and the Governance Committee;

• that the amount of fees received from the Company by Meridian is not material as a percentage of Meridian’s total revenue;

• that Meridian has policies and procedures that are designed to prevent conflicts of interest;

• that Meridian and its employees who provide services to the Committee do not have any business or personal relationship with any member of the Committee or any executive officer of the Company; and

• that Meridian and its employees who provide services to the Committee do not own any stock of the Company.

Peer Comparisons

The Committee reviews a peer compensation assessment annually as a market check for the Company’s executive pay and performance. During 2022, this assessment was performed using compensation data provided by Meridian from our compensation peer group, as described below. The compensation peer group is intended to:

• serve as a point of reference for defining the range of competitive pay practices, including the range of target total pay opportunities appropriate for First Commonwealth executive officers;

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• serve as a point of reference in understanding the relative expense burden associated with First Commonwealth executive officer pay;

• help the Committee to assess pay-related talent risk by providing transparent pay data from those companies most likely to attract First Commonwealth’s executive officers; and

• help the Committee test the alignment of actual pay delivered relative to Company performance and calibrate future payouts.

The compensation peer group selected by the Committee is comprised of 21 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 2022 are listed below.

                                                                   ∎  1st Source Corp.   ∎  City Holding Company   ∎  Community Bank System, Inc.   ∎  Customers Bancorp   ∎  Eagle Bancorp, Inc.   ∎  First Financial Bancorp   ∎  First Merchants Corp.   ∎  Great Southern Bancorp, Inc.   ∎  Horizon Bancorp   ∎  Lakeland Bancorp, Inc.   ∎  Lakeland Financial Corporation   ∎  NBT Bancorp Inc.   ∎  Northwest Bancshares Inc.   ∎  Park National Corp.   ∎  Republic Bancorp, Inc.   ∎  S&T Bancorp   ∎  Sandy Spring Bancorp, Inc.   ∎  Tompkins Financial Corp.   ∎  Univest Financial Corporation   ∎  WesBanco Inc.   ∎  WSFS Financial Corporation  

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 2022, 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 and target total direct compensation remain below the peer group median, while the compensation of other executive officers is generally in line with the peer group median.

In assessing the pay-for-performance relationship, the Committee considers the historic realizable pay provided by the Company to its CEO and other NEOs in relation to the Company’s performance. Realizable pay consists of actual base salary and annual cash incentives paid, the fair market value of full-value share grants and payouts (or shares earned) under long-term incentive plans for a specified performance period. The Committee believes this is a more accurate reflection of the actual compensation delivered to the NEOs than the amounts reported in the Summary Compensation Table, which include a mix of actual pay and unearned long-term pay opportunities.

FIRST Commonwealth    ∎    2023 Proxy Statement 31

Executive Compensation

The chart below shows the relative financial performance² and CEO realizable pay³ for the Company and its compensation peer group over the three-year period 2019 through 2021 (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 realizable pay (18th percentile) is significantly lower than the Company’s relative performance (76th percentile).

Executive Compensation Decisions in 2022

Base Salary

The Committee approved normal merit increases for the NEOs in 2022 having foregone salary increases in 2021 to control expenses due to the ongoing impacts of the COVID-19 pandemic. The table below shows the change in base salary for each NEO from 2021 to 2022.

	12/31/2021 Base Salary		12/31/2022 Base Salary
T. Michael Price	$	488,000	$	516,000
James R. Reske	$	414,000	$	425,000
Jane Grebenc	$	467,000	$	479,000
Brian G. Karrip	$	390,000	$	400,000
Norman J. Montgomery	$	355,000	$	377,000

²  Financial performance for the Company and its peers is based on the average of the following performance metrics: Core EPS growth; Core ROAA; Efficiency Ratio; Core ROTCE; and Total Shareholder Return.

³  Realizable pay is defined as the sum of the following: base salary, annual bonus/non-equity incentive earned, proxy summary compensation table values for annual change in pension value and all other compensation received, and current value of grants made during the measurement period.

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Annual Incentive Plan

The Committee approved AIP participation for the NEOs in February 2022. The 2022 AIP utilized corporate performance measures to maximize the alignment between executive incentive pay and corporate performance. The Committee retained Core EPS and Core Efficiency Ratio as corporate performance measures. The Committee replaced Core PTPP Net Income with Core PTPP ROA for the 2022 AIP and returned weightings for this corporate performance measures to the weightings used in 2020. The Committee selected Core PTPP Net Income as a performance measure in 2021 due to uncertainty surrounding the forecast for provision for credit losses in a volatile economic environment and expected volatility in the Company’s total assets (the denominator of the Core ROA measure) due to excess liquidity and temporary loan growth from the Company’s participation in the Paycheck Protection Program. The Committee determined that these uncertainties had abated in 2022, allowing the Committee to return to the historical AIP structure. 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%. Lastly, the Committee increased the payout level for superior performance from 150% to 175% of target, which the Committee determined to be appropriate based on the Company’s track record of performance.

The table below lists the performance goals for the 2022 AIP and their respective weightings and threshold, target and superior performance levels, and results:

	Performance Range					Weighting
Performance Goal4	Threshold	Target	Superior	Core Results (Non-GAAP)		Risk Executives	All Other NEOs
Core EPS	$1.11	$1.19	$1.31		$1.38	40%	50%
Core PTPP ROA	1.56%	1.64%	1.71%		1.91%	15%	25%
Core Efficiency Ratio	59.9%	57.5%	54.7%		54.59%	15%	25%
Individual Performance	Varies by participant				See below	30%	0%
						100%	100%

Core EPS, Core PTPP ROA and Core Efficiency Ratio each exceeded the Superior performance level due to strong growth and net interest margin expansion from rising interest rates. In addition, the Committee determined that Mr. Karrip achieved his individual goals at the Superior performance level based upon strong asset quality measures and provision expense that was favorable to budget in 2022.

In January 2023, the Committee approved the following cash awards to the NEOs pursuant to the 2022 AIP:

Executive	Percent of Target Earned			Annual Incentive Payout
T. Michael Price		175	%	$	496,650
James R. Reske		175	%	$	297,500
Jane Grebenc		175	%	$	377,213
Brian G. Karrip		175	%	$	280,000
Norman J. Montgomery		175	%	$	263,900

⁴  Core financial results exclude one-time acquisition costs.

FIRST Commonwealth    ∎    2023 Proxy Statement 33

Executive Compensation

Long-Term Incentive Plans

2022-2024 LTIP

In January 2022, the Committee established a LTIP for the three-year performance cycle from 2022 through 2024. Awards under the 2022-2024 LTIP consist of

• 50% performance-vesting RSUs; and

• 50% time-vesting RSUs which vest in a single installment on the third anniversary of the award.

The table below identifies the performance goals for the PRSUs awarded under the 2022-2024 LTIP.

				Performance Range
Performance Goal	Weighting			Threshold		Target		Superior
ROTCE Relative to Peers		50	%		25th %ile		50th %ile		75th %ile
TSR Relative to Peers		50	%		25th %ile		50th %ile		75th %ile

The performance peer group for the 2022-2024 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, 2024. 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.

2020-2022 LTIP

2022 represented the final year of the performance cycle for the PRSUs issued pursuant to the 2020-2022 LTIP. Vesting was based upon First Commonwealth’s achievement of the following performance goals: (1) ROTCE in relation to the performance peer group; and (2) TSR in relation to the performance peer group.

The table below lists the performance goals for the 2020-2022 LTIP and their respective weightings and threshold, target and superior performance levels, and results:

		Performance Range
Performance Goal	Weighting	Threshold	Target	Superior	Results	Payout
ROTCE Relative to Peers	50%	25th %ile	50th %ile	75th %ile	61st%ile	144%
TSR Relative to Peers	50%	25th %ile	50th %ile	75th %ile	53rd%ile	112%
Award Level (% of target)		40%	100%	200%

Based upon these results, in February 2023 the Committee approved the vesting of the following PRSUs and time-vesting RSUs to the NEOs:

Executive	Performance- Vesting RSUs		Time- Vesting RSUs		Total Shares
T. Michael Price		13,952		10,900		24,852
James R. Reske		7,680		6,000		13,680
Jane Grebenc		9,728		7,600		17,328
Brian G. Karrip		7,232		5,650		12,882
Norman J. Montgomery		5,760		4,500		10,260

34 FIRST Commonwealth    ∎    2023 Proxy Statement

Executive Compensation

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.

Position	Stock Ownership Guideline as a Multiple of Salary
Chief Executive Officer		3X
Other Executive Officers		1X

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. Furthermore, executives are required to retain at least 50% of shares earned under equity-based compensation plans (net of required withholding tax) once the guidelines have been met. 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 substantially exceeds his or her 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.

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 January 2023, the Committee approved discretionary contributions of $12,500 to 18 senior leaders, including the NEOs. These contributions were approved to supplement retirement savings and recognize strong individual and company performance in 2022.

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.

FIRST Commonwealth    ∎    2023 Proxy Statement 35

Executive Compensation

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 43.

Tax Treatment of Compensation

Prior to the Tax Cuts and Jobs Act that was signed into law December 22, 2017, Section 162(m) of the Internal Revenue Code generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a company’s CEO or any of its three next-highest-paid executive officers (other than its Chief Financial Officer). Grandfathered performance-based compensation is not subject to this limit on deductibility so long as such compensation meets certain requirements, including shareholder approval of material terms. The Committee strived to provide the NEOs with incentive compensation programs that preserved the tax deductibility of compensation paid by First Commonwealth, to the extent reasonably practicable and consistent with the Committee’s other compensation objectives. The Committee believes, however, that shareholder interests are best served by not restricting the Committee’s discretion and flexibility in structuring compensation programs, even though such programs may result in non-deductible compensation expenses. With the enactment of the Tax Cuts and Jobs Act, the deductibility exemption for performance-based compensation under Section 162(m) was eliminated and the Chief Financial Officer role was included into the highest-paid executive officer definition. As a result, compensation in excess of $1,000,000 paid to covered executive officers generally will not be deductible.

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, 2022 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

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Summary Compensation Table

The table below shows compensation of our named executive officers.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
T. Michael Price President and Chief Executive Officer		2022		516,000		12,500		305,712		496,650		24,475		1,355,337
		2021		488,000		0		324,429		402,600		36,170		1,251,199
		2020		488,000		85,972		301,047		88,488		41,310		1,004,817
James R. Reske Executive Vice President and Chief Financial Officer		2022		425,000		12,500		194,544		297,500		57,946		987,490
		2021		414,000		0		178,903		248,400		55,401		896,704
		2020		412,000		53,044		165,714		54,596		60,718		746,072
Jane Grebenc Executive Vice President and Chief Revenue Officer		2022		479,000		12,500		218,862		377,213		24,475		1,112,050
		2021		467,000		0		225,632		280,200		23,525		996,357
		2020		464,667		59,834		209,904		61,586		29,025		825,016
Brian G. Karrip Executive Vice President and Chief Credit Officer		2022		400,000		12,500		184,122		280,000		20,465		897,087
		2021		390,000		0		168,223		234,000		19,296		811,519
		2020		388,167		23,741		156,047		77,659		25,546		671,160
Norman J. Montgomery(6)		2022		377,000		12,500		166,752		263,900		12,200		832,352
Executive Vice President, Business Integration Group Manager		2021		355,000		0		153,537		213,000		11,600		733,137

(1) Annual salary includes compensation deferred at the election of the named executive officer pursuant to First Commonwealth’s 401(k) plan and non-qualified deferred compensation plan.

(2) Bonus for 2022 represents discretionary contributions to the NEOs non-qualified deferred compensation plan for 2022 performance.

(3) Stock awards for 2022 consist of time-based and performance-based restricted stock unit awards (“RSUs”) granted under the Company’s 2022-2024 long-term incentive plan (“LTIP”). The performance-based RSUs vest only if the Company achieves certain performance goals. The vesting of time-based and performance based RSUs is further contingent upon the officer remaining employed with the Company until the end of the performance period (i.e., December 31, 2024).

All stock awards are reflected at their grant date fair value, as determined pursuant to Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). Assumptions used in the calculation of this amount are included in Note 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K. The amounts reflected for performance-based RSUs assume that we will achieve the required performance goals at target levels and that the officer will continue to be employed by us through vesting.

The following table provides the grant date fair value of performance-based RSUs granted during 2022 assuming target and superior performance:

Name	At Target ($)		At Superior ($)
T. Michael Price		159,632		319,264
James R. Reske		101,584		203,168
Jane Grebenc		114,282		228,564
Brian G. Karrip		96,142		192,284
Norman J. Montgomery		87,072		174,144

(4) Represents the calculated awards earned by the named executive officers based on the corporate and individual performance goals established under our 2022 Annual Incentive Plan.

FIRST Commonwealth    ∎    2023 Proxy Statement 37

Executive Compensation

(5) The amounts shown under the heading “All Other Compensation” for 2022 include, with respect to each named executive officer, (i) matching contributions made by First Commonwealth under First Commonwealth’s 401(k) plan, (ii) professional advisory fees for financial planning and tax preparation services; and (iii) membership dues paid to country clubs:

Name	Matching 401(k) Contributions ($)		Professional Advisory Fees ($)		Country Club Dues ($)
T. Michael Price		12,200		12,275		0
James R. Reske		12,200		13,950		8,853
Jane Grebenc		12,200		12,275		0
Brian G. Karrip		12,200		0		8,265
Norman J. Montgomery		12,200		0		0

The amount of “All Other Compensation” shown for Mr. Reske includes $16,081 for the reimbursement of living expenses and $6,862 for the payment of taxes in respect of such reimbursement.

(6) Mr. Montgomery became a named executive officer in 2021.

Grants of Plan-Based Awards

The following table shows information on plan-based awards to the named executive officers during 2022:

Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards (#)(3)		Grant Date Fair Value of Stock Awards ($)(4)
			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
T. Michael Price		1/28/2022		-		-		-		3,520		8,800		17,600		8,800		496,650
		2/17/2022		141,900		283,800		496,650		-		-		-		-		-
James R. Reske		1/28/2022		-		-		-		2,240		5,600		11,200		5,600		297,500
		2/17/2022		85,000		170,000		297,500		-		-		-		-		-
Jane Grebenc		1/28/2022		-		-		-		2,520		6,300		12,600		6,300		377,213
		2/17/2022		107,775		215,550		377,213		-		-		-		-		-
Brian G. Karrip		1/28/2022		-		-		-		2,120		5,300		10,600		5,300		280,000
		2/17/2022		80,000		160,000		280,000		-		-		-		-		-
Norman J. Montgomery		1/28/2022		-		-		-		1,920		4,800		9,600		4,800		263,900
		2/17/2022		75,400		150,800		263,900		-		-		-		-		-

(1) Amounts reflected under the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column of the table above represent the cash award opportunities for named executive officers under our 2022 AIP based upon the “threshold,” “target” and “maximum” (referred to as “superior” in the AIP) levels of performance for all relevant performance goals. The amount actually earned by each named executive officer under the 2022 AIP is included in the Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation.”

(2) The amounts reflected under the “Estimated Future Payouts Under Equity Incentive Plan Awards” column of the table above represent the number of performance restricted stock units that may be issued to our named executive officers under the 2022-2024 LTIP based upon the “threshold,” “target” and “maximum” (referred to as “superior” in the LTIP) levels of performance for the relevant performance goals.

(3) The amounts reflected in the “All Other Stock Awards” column of the table represent the number of time-vesting restricted stock units that were granted to each of our named executive officers under the 2022-2024 LTIP.

(4) The amounts shown under “Grant Date Fair Value of Stock Awards” are calculated in accordance with ASC Topic 718 assuming, in the case of performance-based RSUs, that applicable performance goals are achieved at the target level.

38 FIRST Commonwealth    ∎    2023 Proxy Statement

Executive Compensation

Outstanding Equity Awards at Fiscal Year-End

The following table presents the number and market value of unvested stock awards held by the named executive officers as of December 31, 2022

	Grant Date		Stock Awards
Name			Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
T. Michael Price		1/28/2022		8,800		122,936		8,800		122,936
		2/18/2021		12,150		169,736		12,150		169,736
		2/20/2020		10,900		152,273		10,900		152,273
James R. Reske		1/28/2022		5,600		78,232		5,600		78,232
		2/18/2021		6,700		93,599		6,700		93,599
		2/20/2020		6,000		83,820		6,000		83,820
Jane Grebenc		1/28/2022		6,300		88,011		6,300		88,011
		2/18/2021		8,450		118,047		8,450		118,047
		2/20/2020		7,600		106,172		7,600		106,172
Brian G. Karrip		1/28/2022		5,300		74,041		5,300		74,041
		2/18/2021		6,300		88,011		6,300		88,011
		2/20/2020		5,650		78,931		5,650		78,931
Norman J. Montgomery		1/28/2022		4,800		67,056		4,800		67,056
		2/18/2021		5,750		80,328		5,750		80,328
		2/20/2020		4,450		62,167		4,450		62,167

(1) Shares reflected in this column include time-vesting RSUs granted to each named executive officer under our 2020-2022 LTIP, 2021-2023 LTIP, and 2022-2024 LTIP.

(2) Market values are calculated using the closing market price of First Commonwealth’s stock on the NYSE on the last trading day of 2022 ($13.97 per share).

(3) Shares reflected in this column represent the number of shares that would be issued to each named executive officer under our 2020-2022 LTIP, 2021-2023 LTIP, and 2022-2024 LTIP, assuming that the target level of performance is achieved for each plan.

FIRST Commonwealth    ∎    2023 Proxy Statement 39

Executive Compensation

Option Exercises and Stock Vested

We had no outstanding stock options during 2022. The following table presents information concerning shares of restricted stock held by named executive officers that vested during 2022:

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
T. Michael Price(2)		27,348		449,328
James R. Reske(2)		14,964		245,859
Jane Grebenc(2)		19,092		313,682
Brian G. Karrip(2)		14,061		231,022
Norman J. Montgomery(2)		10,965		180,155

(1) Calculated by multiplying the number of shares acquired on vesting by market value of the shares on the vesting date using the closing market price of First Commonwealth’s stock on the NYSE on the vesting date.

(2) Consists of shares issued for RSUs awarded under the 2019-2021 LTIP which vested on February 18, 2022.

Nonqualified Deferred Compensation

We maintain a non-qualified deferred compensation plan in which each named executive officer may contribute up to 25% of his or her base salary and up to 100% of his or her annual incentive payment. Amounts held in the plan may be invested at the discretion of the executive in First Commonwealth stock and eligible mutual funds. Plan assets are distributed in a lump sum or annual installments following the later of the termination of the officer’s employment or the attainment of age 62. Amounts held in the plan are not subject to vesting or forfeiture. The following table presents executive and employer contributions, aggregate earnings, withdrawals and distributions and year-end balance for each of the named executive officers for 2022:

Name	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(1)	Aggregate Earnings in Last FY ($)(2)			Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
T. Michael Price		48,800	7,920		(144,779	)	0		982,222
James R. Reske		49,680	4,960		(61,555	)	0		495,359
Jane Grebenc		0	7,080		(1,950	)	0		16,478
Brian G. Karrip		58,500	4,000		(2,986	)	0		90,334
Norman J. Montgomery		17,750	2,600		(66,611	)	0		479,262

(1) Amounts contributed to the non-qualified deferred compensation plan are invested at the discretion of the participant in First Commonwealth stock and third party investment vehicles, such as mutual funds and money-market accounts. These amounts are included in the Salary column of the Summary Compensation Table.

(2) Earnings reflect the market return on plan investments and include interest, dividends, appreciation (or depreciation), and plan fees in the net asset value of investments held in each named executive officer’s Non-Qualified Deferred Compensation Plan account.

40 FIRST Commonwealth    ∎    2023 Proxy Statement

Executive Compensation

Pay Versus Performance

The following table presents certain information regarding compensation paid to First Commonwealth’s CEO and other NEOs, and certain measures of financial performance, for the three years ended December 31, 2022. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K:

	SCT Total Compensation For CEO		Compensation Actually Paid to CEO			Average SCT Total Compensation for Other NEOs(1)		Average Compensation Actually Paid to Other NEOs			Cumulative TSR		Peer Group Cumulative TSR(2)		Net Income (in thousands)		Core Return on Average Tangible Common Equity (ROTCE)(3)
2022	$	1,355,337	$	1,406,268	(4)	$	957,245	$	960,390	(7)		107.81		98.38	$	128,181		17.49	%
2021	$	1,251,199	$	1,599,524	(5)	$	859,429	$	1,045,870	(8)		120.20		118.61	$	138,257		17.98	%
2020	$	1,004,817	$	713,566	(6)	$	704,673	$	538,904	(9)		79.11		87.24	$	73,447		10.78	%

(1) In 2022 and 2021, the other NEOs were Mr. Reske, Ms. Grebenc, Mr. Karrip and Mr. Montgomery. In 2020, the other NEOs were Mr. Rekse. Ms. Grebenc, Mr Karrip and Mr. Tomb.

(2) Market index used for this column is the S&P U.S. BMI Banks Index.

(3) Core return on average tangible common equity (ROTCE) is calculated using net income adjusted for intangible amortization divided by total average tangible common equity (total shareholders’ equity less goodwill and other identifiable intangible assets). Core ROTCE excludes the impact of gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items.

(4) To calculate the compensation “actually paid” to CEO for 2022, the Stock Awards value in the Summary Compensation Table (SCT) was deducted ($305,712) and an amount equal to $356,643 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(5) To calculate the compensation “actually paid” to CEO for 2021, the Stock Awards value in the SCT was deducted ($324,429) and an amount equal to $672,754 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(6) To calculate the compensation “actually paid” to CEO for 2020, the Stock Awards value in the SCT was deducted ($301,047) and an amount equal to $9,796 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(7) To calculate the compensation “actually paid” to other NEOs for 2022, the average of the Stock Awards value in the SCT was deducted ($191,070) and an amount equal to $194,215 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(8) To calculate the compensation “actually paid” to other NEOs for 2021, the average of the Stock Awards value the SCT was deducted ($181,574) and an amount equal to $368,015 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(9) To calculate the compensation “actually paid” to other NEOs for 2020, the average of the Stock Awards value the SCT was deducted ($163,643) and an amount equal to $2,126 was deducted, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

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 2022, to company performance.

• Core ROTCE

• Core EPS

• Core Efficiency Ratio

• Pre-Tax Pre-Provision Return on Average Assets

• Total Shareholder Return

FIRST Commonwealth     ∎    2023 Proxy Statement 41

Executive Compensation

Relationship Between Pay and Performance

As described in more detail in the section captioned “Executive Compensation – Compensation Discussion and Analysis,” First Commonwealth’s executive compensation program includes variable components in the form of annual incentive compensation and long-term incentive awards. While First Commonwealth utilizes several performance measures to align executive compensation with First Commonwealth’s performance, all of those measures are not presented in the “Pay Versus Performance Table.” Moreover, First Commonwealth generally seeks to incentivize long-term performance and, therefore, does not specifically align First Commonwealth’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of SEC Regulation S-K) for a particular year. In accordance with Item 402(v) of SEC Regulation S-K, First Commonwealth is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table.”

Compensation Actually Paid and Cumulative TSR

The amount of compensation actually paid to our CEO and the average amount of compensation actually paid to our other NEOs is generally aligned with First Commonwealth’s cumulative TSR over the three years presented in the “Pay Versus Performance Table.” The alignment of compensation actually paid with First Commonwealth’s cumulative TSR over the period presented is due to the fact that a significant portion of the compensation actually paid to our CEO and other NEOs is comprised of equity awards. As described in more detail in “Compensation Discussion and Analysis,” the estimated grant date fair value of the target RSU award in 2022 was approximately 27% of total direct compensation for our CEO and approximately 24% of total direct compensation for our other NEOs.

For each of the three years presented in the “Pay Versus Performance Table,” First Commonwealth’s cumulative TSR exceeded that of the S&P BMI U.S. Banks Index.

Compensation Actually Paid and Net Income

The amount of compensation actually paid to our CEO and the average amount of compensation actually paid to our other NEOs is generally aligned with First Commonwealth’s net income over the three years presented in the “Pay Versus Performance Table.” While First Commonwealth does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measures of EPS and PTPP ROA, which First Commonwealth does use in setting goals for annual incentive compensation and ROTCE which First Commonwealth does use in determining the vesting of RSUs that are awarded to the NEOs.

Compensation Actually Paid and ROTCE

As described in more detail in the section captioned “Compensation Discussion and Analysis,” the number of RSUs earned is based in part on the ROTCE relative to peers for a three- year performance period. The amount of compensation actually paid to the CEO and the average amount of compensation actually paid to our other NEOs is generally aligned with First Commonwealth’s ROTCE over each of the three years presented in the “Pay Versus Performance Table.”

42 FIRST Commonwealth     ∎    2023 Proxy Statement

Executive Compensation

Compensation Policies and Practices Relating to Risk Management

As a financial services institution, our objective is to effectively understand and manage our risk exposures and to ensure we are compensated appropriately for the risks that we take. Incentive plans play an important role in our success by providing specific rewards for achievement of goals, while balancing the risks we undertake with asset quality and safety and soundness considerations. We follow the following compensation policies and practices to ensure that we achieve this balance:

• All of our incentive plans have explicit provisions that allow First Commonwealth to recover any amounts paid to an employee as a result of erroneous or intentionally misrepresented data.

• Our corporate banking incentive plans provide the Company with the right to recover any payments made to an employee in respect of loans that are downgraded to non-accrual status or charged off within 24 months after origination.

• Our corporate banking incentive plans have explicit credit quality disqualifiers, which can reduce or eliminate an incentive otherwise earned if the employee fails to follow established portfolio management requirements.

• All sales and service incentives, including all incentives relating to the sale of loan and line-of-credit products, are capped at a performance level reflecting strong but achievable results, at total earnings levels that are within a range of competitive pay levels.

• All sales and service incentive plans are reviewed annually and must be approved by a panel of executive officers.

• All incentives are monitored by our Human Resources department for compliance with documentation, risk profile and credit quality requirements.

In addition, management performs an annual assessment of First Commonwealth’s incentive plans in order to determine the extent to which the incentives could potentially encourage excessive risk taking by our employees or otherwise expose the organization to risks that could destroy shareholder value or jeopardize the safety and soundness of First Commonwealth Bank. This assessment is reviewed by the Risk Committee and Compensation and Human Resources Committee of the Board of Directors. In 2022, the assessment was conducted by our Chief Risk Officer and our Assistant Compensation Manager. These officers reviewed incentive designs, performance metrics, and resulting performance/payout relationships for positions where incentives for individual behavior could potentially create an incentive for excessive risk taking, as well as mitigating controls in the design and administration of incentive plans. The assessment concluded that our compensation policies do not encourage excessive and unnecessary risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company.

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. Karrip 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 entitle the executive to receive severance payments in equal monthly installments over a specified period

FIRST Commonwealth    ∎    2023 Proxy Statement 43

Executive Compensation

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:

• the executive’s annual base salary immediately prior to the change of control;

• the average of the aggregate amount of all bonuses paid to the executive during the thirty-six months prior to the change of control;

• 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

• 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.

If the payments and benefits to which the executive is entitled under his or her Change of Control Agreement, either alone or together with any other payments or benefits that he or she is entitled to receive from First Commonwealth, would constitute a “parachute payment” for purposes of section 280G of the Internal Revenue Code, the payments and benefits will be reduced by the minimum amount necessary to result in no portion of the payments and benefits being non-deductible by First Commonwealth and subject to the excise taxes imposed under the Internal Revenue Code for parachute payments.

44 FIRST Commonwealth    ∎    2023 Proxy Statement

Executive Compensation

The following table sets forth the payments and the value of benefits that each such person would have been entitled to receive if a qualifying termination had occurred following a change of control on December 31, 2022:

Name	Severance Period		Aggregate Severance Payments ($)		Value of Health Benefits ($)(1)
T. Michael Price		24 months		1,635,880		38,459
James R. Reske		24 months		1,228,880		45,948
Jane Grebenc		24 months		1,385,106		33,396
Brian G. Karrip		24 months		1,172,226		33,396
Norman J. Montgomery		24 months		1,057,608		45,948

(1) Calculated using actual premium costs for 2023 and estimated premium costs for 2024 based on a 15% projected annual increase in premiums.

Employment Agreement with Mr. Price

We entered into an employment agreement with Mr. Price in November 2007 when he joined First Commonwealth as President of First Commonwealth Bank, and we entered into an amended and restated employment agreement with Mr. Price when he assumed the position of Interim President and Chief Executive Officer of the Company effective January 1, 2012. Under the terms of his employment agreement, as amended and restated, Mr. Price is employed for successive one-year terms ending December 31 unless the agreement is terminated by either party upon notice given at least 60 days prior to the end of the current term. The current term of Mr. Price’s employment agreement ends December 31, 2023.

If First Commonwealth terminates Mr. Price’s employment other than for “cause” (as defined below) during the term of the agreement or Mr. Price resigns for “good reason” (as defined below) during the term of the agreement, then First Commonwealth will pay Mr. Price severance in an amount equal to one year’s base salary, subject to the execution of an agreed form of separation agreement and general release by Mr. Price. As used in Mr. Price’s employment agreement: (A) “cause” includes (i) the failure by Mr. Price to comply with any material provision of his employment agreement; (ii) the refusal by Mr. Price to comply with any lawful, written directive from the Board of Directors; (iii) Mr. Price’s failure to perform his duties with the degree of skill and care reasonably to be expected of a professional of his 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 Mr. Price or the conviction of Mr. Price of a crime which, in the judgment of the Board of Directors, renders his continued employment materially damaging or detrimental to the Company; and (B) “good reason” includes (i) a substantial reduction in Mr. Price’s title, position or responsibilities; (ii) any reduction in Mr. Price’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 Mr. Price to a position which requires him to relocate permanently to a site more than fifty (50) miles outside of Indiana, Pennsylvania; or (iv) the assignment to Mr. Price of any duties or responsibilities (other than due to a promotion) which are materially inconsistent with the position of the President and Chief Executive Officer.

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.

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Executive Compensation

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, 2022, 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 $516,000 and COBRA premiums having an aggregate value of $24,418.

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 of the separation from service. First Commonwealth will also offer continuation coverage to the executive, 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 the executive’s COBRA premiums for 12 months following his or her separation from service.

The Employment Agreement contains certain covenants which protect the Company during and following the termination of the executive’s employment, including: (i) a non-competition covenant which prohibits

46 FIRST Commonwealth    ∎    2023 Proxy Statement

Executive Compensation

the executive from serving in certain capacities with competitive businesses for a period of one year following the termination of his or her employment; (ii) a provision prohibiting the executive from soliciting or hiring our employees for one year following the termination of his or her employment; and (iii) customary provisions protecting the confidentiality of Company information and requiring the return of documents and information upon the termination of his or her employment.

The table below sets forth the amount of severance and the aggregate value of COBRA premiums to which each executive would be entitled under the terms of his or her Employment Agreement had we terminated his or her employment without cause or had the executive terminated his or her employment for good reason on December 31, 2022:

	Severance $		COBRA Premiums $
James R. Reske		425,000		29,173
Jane Grebenc		479,000		21,204
Brian G. Karrip		400,000		21,204

Ratio of CEO Pay to Median Employee Pay

In accordance with SEC rules, we are reporting the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. We identified the median employee from among all employees as of December 1, 2022. We used gross earnings as reported for the 2022 tax year as the compensation measure to identify the median employee annualizing the gross earnings for each permanent employee (both full time and part time) who was newly hired during the fiscal year. The median employee’s annual total compensation for comparison to the CEO’s includes such employee’s actual base and variable compensation for 2022, including 401(k) contributions, and matching contributions made by us under First Commonwealth’s 401(k) plan. The CEO’s annual total compensation is the amount reflected for 2022 in the “Total” column of the Summary Compensation Table on page 37.

(A) Median employee annual total compensation: $49,657

(B) CEO annual total compensation: $1,355,337

(C) Ratio of A to B: 1:27

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires First Commonwealth’s directors and executive officers, and persons who own more than 10% of a registered class of First Commonwealth’s equity securities, to file with the Securities and Exchange Commission (“SEC”) an initial report of ownership and reports of changes in ownership of our common stock and other equity securities of First Commonwealth. Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish First Commonwealth with copies of all Section 16(a) forms they file. Based solely on First Commonwealth’s review of the copies of forms received by it, and written and oral representations from its directors, executive officers and greater than 10% shareholders, First Commonwealth is not aware of any late filings or failures to file Section 16(a) forms during 2022.

Other Matters

We know of no other matters to be submitted to the shareholders at the Annual Meeting. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

FIRST Commonwealth    ∎    2023 Proxy Statement 47

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:

• transactions that are available to all employees or customers of First Commonwealth generally;

• transactions involving less than $120,000 when aggregated with all similar transactions; and

• 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 collectibility or presenting other unfavorable features.

In addition, certain categories of transactions have been pre-approved under the terms of the policy, including:

• 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;

• compensation paid to directors that is required to be reported in First Commonwealth’s proxy statement; and

• 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 a 34% interest, for the construction and operation of a branch in New Alexandria, PA. The lease has an initial term of 15 years with three optional renewal terms of five years each. In January 2023, the Bank exercised its first renewal option extending the term until April 30, 2028. First Commonwealth Bank paid $99,361 under the terms of the lease during 2022. The aggregate base rent payable from January 1, 2023 through the expiration current term is $547,200.

In 2022, 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 collectability nor did they present other unfavorable features. We determined that these loans and loan commitments were performing in accordance with their contractual terms.

48 FIRST Commonwealth    ∎    2023 Proxy Statement

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:

• election to our Board of Directors of the fifteen (15) nominees who are named in this proxy statement to serve until the next annual meeting and until their successors are elected and qualified;

• ratification of the selection of Ernst & Young LLP as our independent auditors for our 2023 fiscal year;

• approval of a non-binding advisory vote on the compensation of our named executive officers;

• approval of a non-binding advisory vote on the frequency of the non-binding advisory vote on the compensation of our named executive officers; and

• 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. As a result, on or around March 15, 2023 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 25, 2023” containing instructions on how to access the proxy statement and the 2022 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 1, 2023, may vote at the annual meeting. As of the record date, there were 103,124,844 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:

• “FOR” the election of the fifteen (15) nominees who are named in this proxy statement to the Board of Directors;

• “FOR” the ratification of the appointment of Ernst & Young LLP as our independent auditors;

• “FOR” the advisory vote on named executive officer compensation; and

• “ONE YEAR” for the proposal regarding an advisory vote on the frequency of non-binding advisory votes 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.

FIRST Commonwealth    ∎    2023 Proxy Statement 49

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 fifteen (15) 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 2023 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.

Determination of the Frequency of Advisory Votes on Named Executive Officer Compensation: You may cast a non-binding advisory vote that future advisory votes on named executive officer compensation occur every “ONE YEAR,” “TWO YEARS” or “THREE YEARS,” or you may “ABSTAIN” from voting on this proposal. This proposal will be decided by a plurality vote, which means that the alternative that receives the highest percentage of votes cast will indicate the frequency preferred by our shareholders. If you abstain from voting, it will have no effect on the outcome of this 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:

• 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.

• By Telephone. You may vote by calling the toll-free number found in the Notice, proxy card or voting instruction form.

• 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.

• 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/MVFSKR2 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.

50 FIRST Commonwealth    ∎    2023 Proxy Statement

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 24, 2023. 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:

• By Email. Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

• 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, (2) the non-binding advisory vote on the compensation of our named executive officers, or (3) the non-binding advisory vote on the frequency of non-binding advisory votes 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.

FIRST Commonwealth    ∎    2023 Proxy Statement 51

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:

• Pursuant to our notice of the meeting.

• By, or at the direction of, a majority of our Board of Directors.

• By a shareholder who:

• 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

• is entitled to vote at the meeting; and

• 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 2023 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 2024 Annual Meeting of Shareholders, this would mean that timely notice would be delivered between October 28, 2023 and November 27, 2023.

If the date of next year’s annual meeting is more than 30 days before, or 60 days after, April 25, 2024, timely notice must be delivered not earlier than (1) the close of business on the 120th day prior to the date of the 2024 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 2024 Annual Meeting of Shareholders or, if the first public announcement of the date of the 2024 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.

52 FIRST Commonwealth    ∎    2023 Proxy Statement

Requirements for Director Nominations and Shareholder Proposals

All notices of nominations for director or other proposals for action must contain, on behalf of the shareholder and beneficial owner, if any, on whose behalf the nomination or proposal is being made, the following information, which is summarized from, and should be read in conjunction with, our By-Laws:

• The name and address of the shareholder, any beneficial owner, and any affiliates or associates.

• The number of shares of First Commonwealth stock which are, directly or indirectly, owned beneficially and of record by the shareholder, beneficial owner, affiliates or associates.

• Disclosure of any indirect, derivative, convertible or other right related to any class or series of shares of First Commonwealth, or any stock borrowings, dividend rights, or proxy or other voting arrangements.

• Disclosure of any information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act and the rules and regulations promulgated thereunder.

In addition to the information listed above, the following additional information is required for notices of nominations for director:

• All information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Securities Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

• A description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships.

• A completed and signed questionnaire, representation and agreement as required under our By-Laws.

• Such other information as may reasonably be required by First Commonwealth to determine the eligibility of such proposed nominee to serve as an independent director of First Commonwealth or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

A notice for a proposal for action other than a nomination for director must include the following information, in addition to the information applicable to all notices as described above:

• A brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business.

• The text of the proposal or business (including the text of any resolutions proposed for consideration).

• A description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder.

The proxies we appoint for the Annual Meeting of Shareholders may exercise their discretionary authority to vote on any shareholder proposal timely received and presented at the meeting. Our proxy statement must advise shareholders of the proposal and how our proxies intend to vote. A shareholder may mail a separate proxy statement to our shareholders, and satisfy certain other requirements, to remove discretionary voting authority from our proxies.

The Chair of the meeting has the power and duty to determine whether a nomination or any business proposed to be brought before the annual meeting was made or proposed in accordance with our By-Laws, and to declare that a defective proposal or nomination be disregarded.

FIRST Commonwealth    ∎    2023 Proxy Statement 53

Requirements for Director Nominations and Shareholder Proposals

Shareholder Proposals for the 2024 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 16, 2023. 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 2024 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 26, 2024.

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 November 27, 2023.

You must submit your recommendation to the Secretary at our principal executive offices. Your written recommendation must include the following information:

• The proposed nominee’s name and address.

• 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.

• 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.

• The educational, professional and employment-related background and experience of your proposed nominee.

• Any other facts and circumstances that may be relevant in determining whether your proposed nominee is an “audit committee financial expert” under SEC rules.

• 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.

• 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.

54 FIRST Commonwealth    ∎    2023 Proxy Statement

“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 2022 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 15, 2023. 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 25, 2023: This Notice of Annual Meeting and Proxy Statement and the 2022 Annual Report are available at:www.envisionreports.com/FCF.

FIRST Commonwealth    ∎    2023 Proxy Statement 55

		Your vote matters – here’s how to vote!
		You may vote online or by phone instead of mailing this card.
			Online
			Go to www.envisionreports.com/FCF or scan the QR code – login details are located in the shaded bar below.
			Phone
			Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.			Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/FCF

IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

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    A   Proposals – The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3, and 1 YEAR on Proposal 4.

1. Election of Directors:
	For	Withhold		For	Withhold		For	Withhold
01 - Julie A. Caponi	☐	☐	02 - Ray T. Charley	☐	☐	03 - Gary R. Claus	☐	☐
04 - David S. Dahlmann	☐	☐	05 - Johnston A. Glass	☐	☐	06 - Jon L. Gorney	☐	☐
07 - Jane Grebenc	☐	☐	08 - David W. Greenfield	☐	☐	09 - Patricia A. Husic	☐	☐
10 - Bart E. Johnson	☐	☐	11 - Luke A. Latimer	☐	☐	12 - Aradhna M. Oliphant	☐	☐
13 - T. Michael Price	☐	☐	14 - Robert J. Ventura	☐	☐	15 - Stephen A. Wolfe	☐	☐

		For	Against	Abstain		For	Against	Abstain
2. To ratify the selection of Ernst & Young LLP as the company’s independent registered public accounting firm for 2023		☐	☐	☐	3. Advisory vote to approve named executive officer compensation	☐	☐	☐
	1 Year	2 Years	3 Years	Abstain
4. Provide an advisory (non-binding) vote on the frequency of the advisory vote on the executive compensation of the Company’s named executive officers.	☐	☐	☐	☐

    B     Authorized Signatures – This section must be completed for your vote to be counted. - Date and Sign Below

NOTE: Please sign as your name appears hereon. All joint owners should sign. When signing as an attorney, executor, administrator, corporate officer, trustee, custodian or guardian, please give full title as such. If the shares are held by a corporation or other legal entity, please sign in full corporate or entity name by President or other authorized capacity.

Date (mm/dd/yyyy) – Please print date below.	Signature 1 – Please keep signature within the box.	Signature 2 – Please keep signature within the box.
/      /

	C 1234567890                 J N T 1 U P X         5 6 5 9 6 4	MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
03R75B

The 2023 Annual Meeting of Shareholders of First Commonwealth Financial Corporation will be held on

Tuesday, April 25, 2023 at 2:00pm Eastern Time, virtually via a live audio webcast at https://meetnow.global/MVFSKR2.

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.

  Small steps make an impact.   Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/FCF  

IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - -- - -

ANNUAL MEETING OF SHAREHOLDERS - APRIL 25, 2023

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 25, 2023 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.)

    C     Non-Voting Items

Change of Address – Please print new address below.  Comments – Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.   ☐

         

XML

Cover	12 Months Ended
	Dec. 31, 2022
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	FIRST COMMONWEALTH FINANCIAL CORP /PA/
Entity Central Index Key	0000712537

XML

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay Versus Performance

The following table presents certain information regarding compensation paid to First Commonwealth’s CEO and other NEOs, and certain measures of financial performance, for the three years ended December 31, 2022. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K:

	SCT Total Compensation For CEO		Compensation Actually Paid to CEO			Average SCT Total Compensation for Other NEOs(1)		Average Compensation Actually Paid to Other NEOs			Cumulative TSR		Peer Group Cumulative TSR(2)		Net Income (in thousands)		Core Return on Average Tangible Common Equity (ROTCE)(3)
2022	$	1,355,337	$	1,406,268	(4)	$	957,245	$	960,390	(7)		107.81		98.38	$	128,181		17.49	%
2021	$	1,251,199	$	1,599,524	(5)	$	859,429	$	1,045,870	(8)		120.20		118.61	$	138,257		17.98	%
2020	$	1,004,817	$	713,566	(6)	$	704,673	$	538,904	(9)		79.11		87.24	$	73,447		10.78	%

(1) In 2022 and 2021, the other NEOs were Mr. Reske, Ms. Grebenc, Mr. Karrip and Mr. Montgomery. In 2020, the other NEOs were Mr. Rekse. Ms. Grebenc, Mr Karrip and Mr. Tomb.

(2) Market index used for this column is the S&P U.S. BMI Banks Index.

(3) Core return on average tangible common equity (ROTCE) is calculated using net income adjusted for intangible amortization divided by total average tangible common equity (total shareholders’ equity less goodwill and other identifiable intangible assets). Core ROTCE excludes the impact of gain on the sale of securities, amortization of intangibles, goodwill and nonrecurring items.

(4) To calculate the compensation “actually paid” to CEO for 2022, the Stock Awards value in the Summary Compensation Table (SCT) was deducted ($305,712) and an amount equal to $356,643 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(5) To calculate the compensation “actually paid” to CEO for 2021, the Stock Awards value in the SCT was deducted ($324,429) and an amount equal to $672,754 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(6) To calculate the compensation “actually paid” to CEO for 2020, the Stock Awards value in the SCT was deducted ($301,047) and an amount equal to $9,796 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(7) To calculate the compensation “actually paid” to other NEOs for 2022, the average of the Stock Awards value in the SCT was deducted ($191,070) and an amount equal to $194,215 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(8) To calculate the compensation “actually paid” to other NEOs for 2021, the average of the Stock Awards value the SCT was deducted ($181,574) and an amount equal to $368,015 was added, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

(9) To calculate the compensation “actually paid” to other NEOs for 2020, the average of the Stock Awards value the SCT was deducted ($163,643) and an amount equal to $2,126 was deducted, representing the result of the stock calculations required by Item 402(v)(2)(iii)(C) of Regulation S-K.

Company Selected Measure Name

Core return on average tangible common equity (ROTCE)

Named Executive Officers, Footnote [Text Block]

In 2022 and 2021, the other NEOs were Mr. Reske, Ms. Grebenc, Mr. Karrip and Mr. Montgomery. In 2020, the other NEOs were Mr. Rekse. Ms. Grebenc, Mr Karrip and Mr. Tomb.

Peer Group Issuers, Footnote [Text Block]

Market index used for this column is the S&P U.S. BMI Banks Index.

PEO Total Compensation Amount

$ 1,355,337

$ 1,251,199

$ 1,004,817

PEO Actually Paid Compensation Amount

1,406,268

1,599,524

713,566

Non-PEO NEO Average Total Compensation Amount

957,245

859,429

704,673

Non-PEO NEO Average Compensation Actually Paid Amount

$ 960,390

1,045,870

538,904

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid and Cumulative TSR

The amount of compensation actually paid to our CEO and the average amount of compensation actually paid to our other NEOs is generally aligned with First Commonwealth’s cumulative TSR over the three years presented in the “Pay Versus Performance Table.” The alignment of compensation actually paid with First Commonwealth’s cumulative TSR over the period presented is due to the fact that a significant portion of the compensation actually paid to our CEO and other NEOs is comprised of equity awards. As described in more detail in “Compensation Discussion and Analysis,” the estimated grant date fair value of the target RSU award in 2022 was approximately 27% of total direct compensation for our CEO and approximately 24% of total direct compensation for our other NEOs.

For each of the three years presented in the “Pay Versus Performance Table,” First Commonwealth’s cumulative TSR exceeded that of the S&P BMI U.S. Banks Index.

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid and Net Income

The amount of compensation actually paid to our CEO and the average amount of compensation actually paid to our other NEOs is generally aligned with First Commonwealth’s net income over the three years presented in the “Pay Versus Performance Table.” While First Commonwealth does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measures of EPS and PTPP ROA, which First Commonwealth does use in setting goals for annual incentive compensation and ROTCE which First Commonwealth does use in determining the vesting of RSUs that are awarded to the NEOs.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid and ROTCE

As described in more detail in the section captioned “Compensation Discussion and Analysis,” the number of RSUs earned is based in part on the ROTCE relative to peers for a three- year performance period. The amount of compensation actually paid to the CEO and the average amount of compensation actually paid to our other NEOs is generally aligned with First Commonwealth’s ROTCE over each of the three years presented in the “Pay Versus Performance Table.”

Tabular List [Table Text Block]

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 2022, to company performance.

• Core ROTCE

• Core EPS

• Core Efficiency Ratio

• Pre-Tax Pre-Provision Return on Average Assets

• Total Shareholder Return

Total Shareholder Return Amount

$ 107.81

120.2

79.11

Peer Group Total Shareholder Return Amount

98.38

118.61

87.24

Net Income (Loss)

$ 128,181,000

$ 138,257,000

$ 73,447,000

Company Selected Measure Amount

0.1749

0.1798

0.1078

Measure [Axis]: 1

Pay vs Performance Disclosure [Table]

Measure Name

Core ROTCE

Measure [Axis]: 2

Pay vs Performance Disclosure [Table]

Measure Name

Core EPS

Measure [Axis]: 3

Pay vs Performance Disclosure [Table]

Measure Name

Core Efficiency Ratio

Measure [Axis]: 4

Pay vs Performance Disclosure [Table]

Measure Name

Pre-Tax Pre-Provision Return on Average Assets

Measure [Axis]: 5

Pay vs Performance Disclosure [Table]

Measure Name

Total Shareholder Return

Stock Awards Value Deducted [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

$ 305,712

$ 324,429

$ 301,047

Stock Awards Value Added [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

356,643

672,754

9,796

Average Stock Awards Deducted [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

191,070

181,574

2,126

Average Stock Awards Added [Member]

Pay vs Performance Disclosure [Table]

Adjustment to Compensation Amount

$ 194,215

$ 368,015

$ 163,643