Brian Sohocki

About Brian Sohocki

Brian Sohocki was appointed Chief Credit Officer of First Commonwealth Bank and an executive officer of First Commonwealth Financial Corporation effective August 16, 2024, after serving as Deputy Chief Credit Officer since 2021 . He has been with First Commonwealth since 2010 in roles including C&I Group Manager and Corporate Banking Team Leader, where he helped build the Sponsor Finance Group and drive C&I growth; prior to joining First Commonwealth, he held Relationship Manager roles at M&T Bank and currently serves on the Junior Achievement of Western Pennsylvania Board of Directors . At the company level for 2024, Core EPS was $1.40, Core PTPP ROA was 1.78%, cumulative TSR since 2019 was $140.16 on a $100 base, net income was $142.6 million, and Core ROTCE was 14.95%, amid rising deposit costs, a NIM decline to 3.55%, 5% average deposit growth, and nonperforming loans increasing to 0.68% with ACL at 1.32% .

Past Roles

External Roles

Fixed Compensation

• Not disclosed for Sohocki in the 2025 proxy; he is not listed among the Named Executive Officers (NEOs), and the August 2, 2024 8‑K announcing his appointment does not include specific pay terms .

Performance Compensation

• As Chief Credit Officer, Sohocki falls under the executive incentive framework. For 2024, the Annual Incentive Plan (AIP) metrics were: Core EPS (40% risk executives, 50% other NEOs), Core PTPP ROA vs peers (15% risk executives, 25% other NEOs), Core Efficiency Ratio vs peers (15% risk executives, 25% other NEOs), and an Individual Performance component for risk executives (30%) .

• The AIP paid 123.5% of target to NEOs for 2024; while Sohocki’s individual AIP payout is not disclosed, the program outcomes demonstrate upside leverage when relative metrics outperform peers .
• Long-Term Incentive Plan (LTIP) design (2024–2026): 50% PRSUs measured on Core ROTCE vs peers and TSR vs peers; 50% time-vesting RSUs; payout ranges 40%–200% of target based on percentile outcomes; time-vesting RSUs vest after the third anniversary or upon performance certification .
• LTIP (2022–2024) results (for NEO cohort): Core ROTCE at 85th percentile and TSR at 66th percentile led to 182% PRSU payout, with overall awards at 141% of target; Sohocki’s personal vesting or grants are not disclosed .

Equity Ownership & Alignment

• Ownership guidelines: CEO 3x salary; other executive officers (includes CCO) 1x salary; executives must retain awarded shares (net of tax) until guidelines are met .
• Compliance: As of the 2025 record date, each executive officer (including NEOs) exceeded applicable guidelines, indicating strong alignment; as an executive officer, Sohocki is covered by this statement .
• Hedging/pledging: Directors and officers are prohibited from hedging, short sales, derivatives, and pledging company stock, reducing misalignment and forced-sale risk .
• Section 16 compliance: The company reported no late filings for directors and executive officers in 2024, supporting good governance in insider reporting; individual Form 4 activity for Sohocki is not detailed in the proxy .

Employment Terms

• Specific employment or change-of-control terms for Sohocki are not disclosed; the company provides change-of-control agreements to certain executive officers and key employees, with “double trigger” and no excise tax gross‑ups, consistent with shareholder-friendly practices .
• Standard change-of-control structure: Monthly severance equals 1/12 of base salary plus average bonuses (36 months), plus prior-year employer 401(k) and NQDC contributions; continuation of medical benefits for up to 18 months; parachute payments are cut to avoid 280G excise taxes .
• For context, NEO illustrative amounts for a qualifying termination after a change of control (not Sohocki): CEO $2,313,300 severance and $43,041 health benefits; CFO $1,488,734 severance and $51,422 health benefits; Grebenc $1,667,356 severance and $37,375 health benefits; McCuen $955,216 severance and $43,041 health benefits; Montgomery $1,294,666 severance and $44,653 health benefits .
• Employment agreements for select executives include one-year non-compete, non-solicit, confidentiality, and 12 months of COBRA premiums upon certain terminations; similar terms may apply to non-NEO executive officers, but Sohocki’s specific contract is not disclosed .

Compensation Structure Analysis

• Variable pay emphasis with pay-for-performance design: mix of cash AIP and equity LTIP, with heavy use of relative metrics (Core ROTCE and TSR), and individual weighting for risk executives to balance prudence and performance; this framework likely governs CCO incentives .
• Governance guardrails: clawback for unethical or dishonest conduct or material policy violations, prohibition on re-pricing and liberal share recycling, independent consultant (Meridian), and anti-hedging/pledging policies, collectively reduce risk of pay misalignment and aggressive accounting; these apply to executive officers such as the CCO .

Investment Implications

• Compensation alignment: As CCO, Sohocki’s AIP includes a 30% individual component plus relative profitability/efficiency metrics, which should incentivize disciplined credit risk management amid normalization of credit costs and elevated nonperforming loans; program payouts at 123.5% of target in 2024 indicate upside when peers are outperformed .
• Retention risk: Ownership guideline compliance and prohibition on hedging/pledging reduce misalignment and forced-selling pressure; however, the absence of disclosed individual employment/severance terms for Sohocki leaves limited visibility on change-of-control economics and transition protections versus NEOs .
• Execution risk: With nonperforming loans rising to 0.68% and ACL at 1.32%, credit oversight remains a key lever; Sohocki’s continuity from Deputy CCO and background in Sponsor Finance should support credit discipline through the cycle, but investors should monitor loan migration from acquisitions (e.g., Centric) and provisioning trends .
• Governance and shareholder sentiment: Strong say‑on‑pay support (97% in 2024) and robust committee oversight signal investor acceptance of the pay framework; continued outperformance on Core ROTCE and TSR relative to peers underpins LTIP realizations and may correlate with constructive trading signals if credit normalization remains controlled .