Aradhna Oliphant
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Aradhna M. Oliphant
Independent director of First Commonwealth Financial Corporation (FCF); age 59; joined the Board in April 2019. Current role: Chief Operations and Strategy Officer at Wallis Annenberg Legacy Foundation; prior CEO of Leadership Pittsburgh, Inc. (2005–2022). Education includes BA (Humanities) and MA (Psychology) from University of Bhopal, India, and MBA from Rutgers University; honorary doctorates from Waynesburg University and Robert Morris University. Identified by the Board as independent and as a member of an underrepresented community; Board tenure ~6 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leadership Pittsburgh, Inc. | President & CEO | 2005–2022 | Led regional executive leadership development and civic engagement programs |
| The Forbes Funds (affiliate of The Pittsburgh Foundation) | Leadership positions | Not disclosed | Philanthropy and nonprofit capacity building |
| The Children’s Festival Chorus (Pittsburgh) | Leadership positions | Not disclosed | Arts/nonprofit leadership |
| Princeton Pro Musica (NJ) | Leadership positions | Not disclosed | Arts/nonprofit leadership |
| Rider University; College of New Jersey; College of St. Elizabeth | Adjunct Professor (Business Management, Psychology) | Not disclosed (various years) | Academic instruction; leadership and psychology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wallis Annenberg Legacy Foundation | Chief Operations & Strategy Officer | Current | Philanthropic foundation operations and strategy |
| First Commonwealth Bank (subsidiary of FCF) | Director | Current | Subsidiary directorship (not a separate public company board) |
Board Governance
- Independence: Board determined Ms. Oliphant is independent under NYSE standards .
- Committees: Compensation & Human Resources Committee member (Committee met 9 times in 2024); Governance Committee member (Committee met 5 times in 2024) .
- Attendance: Board met 10 times in 2024; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the annual meeting .
- Board leadership: Independent Chair (Jon L. Gorney); separate Chair/CEO; regular executive sessions without management .
- Diversity: 3 of 12 nominees are female; Ms. Oliphant is noted as a member of an underrepresented community .
- Policies: Director stock ownership guidelines, anti-hedging and anti-pledging, and clawback (recoupment) policy are in place .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 57,375 | Board and committee retainers in cash |
| Stock Awards (retainer in shares) | 41,375 | Equity portion of annual retainer paid in shares; grant-date fair value |
| Total | 98,750 | No “meeting fees”; compensation per schedule |
Director Compensation Schedule (program design):
- Board Member annual retainer: $82,750 (half paid in cash, half in stock; directors with ≥$400,000 in shares may elect full cash) .
- Committee member retainer: $8,000 per committee; Committee Chair premium $12,000; Audit Chair premium $14,500; Non-executive Chair additional $100,000 .
Compensation mix analysis (2024): Cash 58% ($57,375) vs equity 42% ($41,375), aligning director incentives with shareholders via equity retainer .
Performance Compensation
| Performance Metric Type | Applies to Director Compensation? | Detail |
|---|---|---|
| Performance-conditioned equity (PSUs) | Not disclosed/applicable for directors | Program describes retainer equity paid in shares; no director PSUs outlined |
| Options | Not disclosed for directors | Director program references retainers and equity retainer shares; no option program described for directors |
FCF’s proxy describes director compensation as retainers plus committee fees, with 50% of the annual Board retainer paid in stock; it does not set performance metrics for director pay .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| First Commonwealth Bank (subsidiary) | Private subsidiary | Director | Subsidiary board; typical for holding company directors |
| Other public company boards | — | — | None disclosed |
- Related-party transactions: None disclosed for Ms. Oliphant; governance policy requires Governance Committee review of related-party transactions; 2024 disclosure references a lease with SML LP involving Director Latimer, not Ms. Oliphant .
- Competitor/customer/supplier shared boards: None disclosed for Ms. Oliphant .
Expertise & Qualifications
- Strategic operations and philanthropy leadership (Wallis Annenberg Legacy Foundation) .
- Civic leadership and executive development (Leadership Pittsburgh, Inc.) .
- Academic background: BA (Humanities), MA (Psychology), MBA; honorary doctorates (leadership recognition) .
- Board qualifications cited: extensive leadership, professional development, business experience, and cross-sector network .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Aradhna M. Oliphant | 17,706 | <1% |
Director Stock Ownership Guideline: Directors must own shares valued at least $206,875 (5× annual cash retainer) or 25,000 shares, whichever is less, within five years of initial election; 50% of annual retainer paid in stock until guideline met; full cash election permitted if ≥$400,000 in holdings .
Anti-hedging/pledging: Directors prohibited from hedging or pledging company stock .
Governance Assessment
-
Strengths
- Independence confirmed; no related-party transactions disclosed for Ms. Oliphant .
- Active committee service on Compensation & Human Resources (9 meetings) and Governance (5 meetings), indicating engagement in CEO pay oversight, succession planning, governance policy, and director nominations .
- Board infrastructure and policies (independent Chair, majority independence, executive sessions, ownership guidelines, anti-hedging/pledging, clawback) support investor-aligned oversight .
- Director equity retainer enhances alignment; Ms. Oliphant’s equity portion $41,375 in 2024 .
-
Watch items
- Individual compliance vs. director ownership guideline is not disclosed at the director level; Ms. Oliphant holds 17,706 shares, and guideline is the lesser of $206,875 in value or 25,000 shares (cannot confirm value-based compliance without share valuation disclosure in proxy) .
- No personal attendance percentages disclosed, though the Board reports all directors met the ≥75% threshold; monitor committee workloads and attendance if future disclosures provide granularity .
-
Broader signals
- 2024 Say-on-Pay approval was 97%, suggesting strong shareholder support for compensation governance overseen by committees on which Ms. Oliphant serves .
- Governance Committee remit includes director compensation and related-party oversight; continued absence of conflicts tied to Ms. Oliphant is a positive governance signal .