Gary Claus

About Gary Claus

Gary R. Claus, age 72, is an independent director of First Commonwealth Financial Corporation and has served on the Board since April 2011. A Certified Public Accountant, he spent 35 years at PriceWaterhouseCoopers, becoming Partner in 1986 and serving as Pittsburgh Tax Site Leader (1992–2004); he later worked in executive search and talent consulting (2008–2017). He holds a B.S. in Accounting from Robert Morris University and completed the Advanced Human Resources Executive Program at the University of Michigan. Claus is designated by the Board as an Audit Committee financial expert.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Claus is independent under NYSE standards.
• Committees: Audit Committee (member); Compensation and Human Resources Committee (member).
• Audit Committee financial expert: The Board determined Claus qualifies as an “audit committee financial expert.”
• Meeting cadence and attendance: Board met 10 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the annual meeting.
• Committee meeting frequency: Audit Committee met 8 times in 2024; Compensation & Human Resources Committee met 9 times in 2024.
• Governance practices: Separate Chair and CEO; independent Chair; majority voting; executive sessions without management; stock ownership guidelines; anti-hedging and pledging; clawback policy.

Fixed Compensation

• Program structure (non-employee directors):

  • Board member annual retainer: $82,750.
  • Committee member retainer: $8,000.
  • Committee chair premium: $12,000 (Audit Chair premium: $14,500).
  • Half of retainer normally paid in stock; directors with ≥$400,000 in share value may elect full cash.

• 2024 compensation (Claus): | Component | 2024 Amount ($) | |---|---| | Fees Earned/Paid in Cash | 98,750 | | Stock Awards (Grant-Date Fair Value) | 0 | | All Other Compensation | 0 | | Total | 98,750 |

Note: Claus’s 2024 director pay was entirely cash; under Board policy, directors may elect full cash retainer if they hold ≥$400k in shares, though the proxy does not disclose whether this election was based on that threshold.

Performance Compensation

• Non-employee directors do not receive performance-based pay; equity is delivered as a portion of the annual retainer (unless a full-cash election is made). Claus received no 2024 stock award.

Other Directorships & Interlocks

No public company directorships or interlocks involving competitors, suppliers, or customers are disclosed for Claus.

Expertise & Qualifications

• CPA with extensive accounting and tax leadership; former PwC Partner and site leader.
• Compensation and HR experience via executive consulting; training via University of Michigan HR Executive Program.
• Board-designated Audit Committee financial expert, supporting financial reporting oversight.
• Academic governance leadership (RMU Board of Trustees).

Equity Ownership

• Director stock ownership guidelines: At least $206,875 in shares or 25,000 shares, whichever is less; must be met within five years.
• Compliance indicator: Claus holds 50,446 shares, exceeding the 25,000-share guideline threshold.
• Hedging/pledging: Policy prohibits directors/officers from pledging or hedging company stock.

Governance Assessment

• Strengths

  • Independent director with deep accounting/tax credentials and HR/compensation expertise; designated audit financial expert—supports effective oversight of financial reporting and pay programs.
  • Active committee roles (Audit; Compensation & HR) and robust committee meeting cadence—signals engagement.
  • Ownership alignment: exceeds director share guideline; anti-hedging/pledging policy strengthens alignment.
  • Board practices (independent Chair; majority voting; clawback) support investor confidence.
  • Say-on-Pay support of 97% in 2024 indicates positive shareholder sentiment on compensation governance broadly.

• Watch items / potential red flags

  • Full-cash director pay election (no stock award in 2024) modestly reduces ongoing equity accrual vs. peers who accept stock; however, policy permits full cash at higher ownership levels and Claus exceeds share-count guideline—context mitigates concern.
  • No related-party transactions disclosed for Claus; broader Board policy and review process in place—no conflict identified tied to Claus.

• Overall view: Claus’s independence, financial expertise, committee engagement, and compliance with ownership guidelines point to strong governance alignment. The absence of personal related-party transactions and robust board policies further supports investor confidence.