David Greenfield
FIRST COMMONWEALTH FINANCIAL CORP /PA/About David W. Greenfield
David W. Greenfield, age 74, is an independent director of First Commonwealth Financial Corporation (FCF) and a director of First Commonwealth Bank. He has served on FCF’s Board since April 2010; he is Chair of the Governance Committee and a member of the Compensation & Human Resources Committee. Greenfield is a retired attorney and former Vice President, Secretary and General Counsel of Kennametal, Inc. (2001–2010). He holds a B.A. from the University of Pittsburgh and a J.D. from Wake Forest University School of Law, with extensive experience in corporate governance, ethics, compliance and corporate strategy execution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kennametal, Inc. | Vice President, Secretary & General Counsel | 2001–2010 | Senior legal executive; governance, ethics, compliance oversight |
| Buchanan Ingersoll & Rooney P.C. | Shareholder (Corporate/Financial/Transactional Law) | Not disclosed | Corporate, financial and transactional work for public/private companies |
| Meritor Automotive, Inc. | Senior Vice President, General Counsel & Secretary | Not disclosed | Executive legal leadership in public company setting |
| Rockwell International Corporation | Associate General Counsel | Not disclosed | Corporate legal responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Commonwealth Bank (subsidiary) | Director | Not disclosed | Governance linkage with bank board |
| Wake Forest University | College Board of Visitors Member | Not disclosed | Educational/civic engagement |
| Various charitable, educational & civic organizations | Active participant | Not disclosed | Community stewardship |
Board Governance
- Committee assignments: Chair, Governance Committee; Member, Compensation & Human Resources Committee (CHR) .
- Independence: Board determined Greenfield is independent under NYSE standards and FCF Guidelines .
- Attendance & engagement: Board met 10 times in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the annual meeting .
- Committee activity levels (2024): CHR Committee met 9 times; Governance Committee met 5 times .
- Governance policies: Separate Chair/CEO; majority voting; executive sessions; director stock ownership guidelines; anti-hedging/pledging; clawback policy .
- Mandatory retirement age: 75; several directors at/near threshold; Greenfield is 74, implying potential near-term turnover consideration .
Fixed Compensation
Director Compensation Schedule (2024)
| Component | Amount (USD) |
|---|---|
| Board Member Retainer | $82,750 |
| Committee Member Retainer | $8,000 |
| Committee Chair Premium | $12,000 |
| Audit Committee Chair Premium | $14,500 |
| Non-Executive Board Chair Retainer (additional) | $100,000 |
Policy note: 50% of the annual retainer is paid in shares; directors with holdings ≥$400,000 may elect full retainer in cash .
David W. Greenfield – 2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| David W. Greenfield | 110,750 | 0 | 0 | 110,750 |
Performance Compensation
| Component | Description | Metric(s) | Status |
|---|---|---|---|
| Performance-based director pay | Performance-conditioned awards for directors | N/A | Not part of FCF director program; schedule comprises retainers/premiums, not performance pay |
Other Directorships & Interlocks
| Category | Organization | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | None disclosed | — | None disclosed in proxy |
| Subsidiary board | First Commonwealth Bank | Director | Standard parent–subsidiary governance; not a related-party transaction |
| Related-party transactions | None disclosed for Greenfield | — | Governance Committee reviews related-party transactions; no Greenfield-specific items disclosed |
Expertise & Qualifications
- Legal and governance: 35+ years practicing law; senior legal roles across three publicly traded companies; deep ethics/compliance and governance expertise .
- Corporate strategy: Experience in execution of corporate strategy as senior executive counsel .
- Education: B.A. (University of Pittsburgh); J.D. (Wake Forest University School of Law) .
- Civic/academic engagement: Wake Forest College Board of Visitors; active in community organizations .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 54,787 |
| Shares outstanding (record date 3/3/2025) | 101,815,963 |
| Percentage owned | <1% |
| Director stock ownership guideline | ≥$206,875 (5x annual cash retainer) or 25,000 shares, whichever is less; meet within 5 years |
| Compliance status | Meets guideline by share count (owns ≥25,000 shares) |
| Anti-hedging/pledging policy | Company policy prohibits hedging/pledging; applies to directors |
| Retainer equity election policy | Directors with holdings ≥$400,000 may elect full cash retainer; Greenfield’s 2024 stock awards were $0 |
Governance Assessment
- Strengths: Independent director; long-tenured governance leader as Governance Committee Chair overseeing director nominations, policies, related-party reviews, and director compensation—supports board effectiveness and conflict oversight . Extensive governance/legal background from GC roles enhances oversight quality . Meets stock ownership guidelines, aligning interests with shareholders; anti-hedging/pledging and clawback policies strengthen governance framework . Committee cadence (CHR: 9; Governance: 5) and Board attendance expectations met; annual meeting attendance by all directors .
- Watch items: Mandatory retirement age is 75; at age 74, near-term director turnover risk may affect continuity of Governance Committee leadership . 2024 compensation was entirely cash with no stock award portion, consistent with policy allowing cash election at higher ownership levels; while overall ownership alignment is strong, cash-only director pay modestly reduces incremental equity accumulation year to year .
- No specific conflicts: No Greenfield-related party transactions disclosed; independence affirmed by Board .