Bart Johnson
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Bart E. Johnson
Bart E. Johnson (age 59) is an independent director of First Commonwealth Financial Corporation (FCF). He joined the Board in April 2017 following FCF’s merger with DCB Financial Corp; he is Managing Member of Serenity Pools, LLC and previously served as President/CEO of AgriCommunicators, Inc. He holds a Bachelor’s degree in Agricultural Economics from The Ohio State University and currently serves on FCF’s Audit Committee and Risk Committee, bringing business, marketing, and communications expertise with a strong connection to FCF’s Central Ohio market .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AgriCommunicators, Inc. | President & CEO | Not disclosed | Multi-channel communications focus in agriculture; business/marketing expertise |
| Serenity Pools, LLC | Managing Member | Current (dates not disclosed) | Small-business management experience |
| DCB Financial Corp | Director | 2010–Apr 2017 (to merger) | Board experience; FCF appointment followed the merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Commonwealth Bank (subsidiary) | Director | Current | Subsidiary director; supports Ohio market connectivity |
Board Governance
- Committee assignments: Audit Committee member; Risk Committee member .
- Independence: Determined independent under NYSE standards and FCF Guidelines .
- Attendance: Board met 10 times in 2024; all directors attended ≥75% of Board and committee meetings, and all attended the annual meeting .
- Executive sessions: Non-management directors meet without management; Board chair presides; separate Chair/CEO structure with independent Chair (Jon L. Gorney) .
- Governance policies: Majority voting in uncontested elections, director mandatory retirement age (75), annual evaluations, stock ownership guidelines, anti-hedging/pledging, and clawback policy .
Fixed Compensation
| Component (Non-Employee Director, 2024) | Amount | Notes |
|---|---|---|
| Board Member Retainer (total) | $82,750 | 50% paid in cash; 50% in stock; directors with ≥$400,000 in holdings may elect full cash |
| Committee Member Retainer (per committee) | $8,000 | Paid to each committee member; chairs receive a premium (see below) |
| Audit Committee Chair Premium | $14,500 | Not applicable to Johnson (member, not chair) |
| Committee Chair Premium (other committees) | $12,000 | Not applicable to Johnson |
Director compensation received by Bart Johnson in 2024:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bart E. Johnson | $57,375 | $41,375 | $98,750 |
- Structure alignment: Johnson’s cash fees reflect half the board retainer ($41,375) plus two committee member retainers ($16,000) for Audit and Risk, totaling $57,375; stock portion equals half the board retainer ($41,375) .
Performance Compensation
- No director performance-based equity (PSUs) or options disclosed; FCF had no outstanding stock options in 2024 .
- Director equity element is retainer-paid shares, not performance-conditioned awards .
Other Directorships & Interlocks
| Company | Role | Timeframe | Potential Interlock/Conflict |
|---|---|---|---|
| DCB Financial Corp | Director | 2010–Apr 2017 | Prior directorship ended at merger; no current public company directorships disclosed |
| Related-party transactions | — | 2024 | No Johnson-related party transactions disclosed; Board reviewed and disclosed a lease with SML LP tied to director Latimer, not Johnson |
Expertise & Qualifications
- Education: B.S., Agricultural Economics, The Ohio State University .
- Professional background: Managing Member (Serenity Pools, LLC); prior President/CEO (AgriCommunicators, Inc.) .
- Board qualifications: Business, marketing, communications; regional market ties in Central Ohio; service on Audit and Risk committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class | Footnotes |
|---|---|---|---|
| Bart E. Johnson | 79,789 | <1% | Includes 682 shares owned by children and 541 held by Sheryl M. Johnson Trust |
| Shares Outstanding (record date) | 101,815,963 | — | — |
- Director stock ownership guidelines: Directors must own at least $206,875 in FCF stock (5× annual cash retainer) or 25,000 shares, whichever is less, within five years; Johnson’s 79,789 shares exceed the 25,000-shares threshold .
- Hedging/pledging: FCF policy prohibits hedging and pledging of company stock by directors .
- Clawback: Recoupment policy in place for incentive compensation and governance safeguards .
Governance Assessment
- Board effectiveness: Johnson’s dual service on Audit and Risk aligns with FCF’s robust risk oversight and financial integrity processes; Audit met 8 times and Risk met 8 times in 2024, providing frequent oversight forums .
- Independence and attendance: Independent status, adequate attendance expectations met broadly across directors, and strong governance practices (majority voting, independent chair, executive sessions) support investor confidence .
- Alignment and incentives: Director compensation is modest and balanced (cash + stock retainer), reinforced by director ownership guidelines and anti-hedging/pledging policy; no director performance pay or options reduces pay risk and misalignment .
- Conflicts: No Johnson-related party transactions disclosed; related-party exposure disclosed for a different director with NYSE independence criteria considered and maintained, indicating active Governance Committee oversight .
- Shareholder signals: Strong say-on-pay support (97% in 2024) and use of an independent compensation consultant for executive pay (Meridian) signal responsive governance, though these relate to executive pay rather than director pay .
RED FLAGS: None disclosed specific to Johnson (no related-party transactions, no hedging/pledging permitted, no option repricing, no tax gross-ups; change-in-control protections are double-trigger at the executive level, not applicable to directors) .