James Reske

About James Reske

James R. Reske, age 61, has served as Executive Vice President, Chief Financial Officer and Treasurer of First Commonwealth Financial Corporation (FCF) since April 28, 2014, following prior roles as a bank CFO, investment banker, attorney and Federal Reserve staffer, giving him deep capital markets, M&A and regulatory expertise . Under his finance leadership, FCF delivered 2024 net income of $142.6 million (ROAA 1.22%), while 5‑year cumulative TSR rose from 79.11 at YE20 to 140.16 at YE24 on the company’s index basis . 2024 incentive outcomes reflected mixed fundamentals: Core EPS of $1.40 vs higher provision costs and margin pressure, but strong relative operating metrics drove above‑target cash bonus and high PRSU vesting for the 2022‑2024 cycle, indicating pay aligned to peer‑relative performance (details below) .

Past Roles

External Roles

None disclosed in company filings for public company directorships or similar external roles .

Fixed Compensation

Notes: 2024 plan-based AIP opportunity for Mr. Reske showed threshold $116,000, target $232,000, and maximum $406,000; the base salary at 12/31/2024 was $464,000, indicating target design at ~50% of salary based on disclosed amounts .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 design and outcome (paid in 2025)

AIP payout: Mr. Reske earned 123.5% of target, or $286,520 cash for 2024 performance .

Long‑Term Incentive (LTIP)

• 2024–2026 LTIP design: 50% PRSUs and 50% time‑vesting RSUs; PRSU metrics are Core ROTCE (relative) 50% and TSR (relative) 50%, with threshold/target/superior set at 25th/50th/75th percentiles; time‑based RSUs vest in a single installment on the later of the 3rd anniversary or PRSU certification .
  • Mr. Reske 1/29/2024 grants: PRSU target 8,000; time‑vesting RSUs 8,000 (grant date fair value total $243,320) .
• 2022–2024 LTIP outcome: Core ROTCE at 85th %ile (200% payout) and TSR at 66th %ile (164% payout), yielding PRSU at 182% of target and overall award at 141% including time‑vest .
  • Shares delivered to Mr. Reske in Jan 2025 for 2022–2024 cycle: 10,192 PRSUs and 5,600 time‑vesting RSUs (total 15,792) .

Equity Ownership & Alignment

Vesting schedule context: 2024–2026 time‑based RSUs vest in a single installment on the later of the 3rd anniversary or PRSU certification; PRSUs for 2022–2024 certified in Jan 2025 with shares delivered as noted above .

Employment Terms

• Employment Agreement: Automatically renewing one‑year term; if terminated without cause or for good reason, severance equals the greater of 12 months or months remaining in term (paid in installments), plus 12 months company‑paid COBRA (subject to 409A six‑month delay as applicable) .
  • Illustrative amounts if such termination occurred 12/31/2024: Severance $464,000; COBRA premiums $32,649 .
• Change‑of‑Control (double‑trigger): If terminated without cause or for good reason within the protected period post‑CoC, severance paid monthly over a 24‑month period based on salary, average bonuses, and certain benefit contributions; 12–18 months health benefits; 280G cut‑back to avoid excise tax .
  • Illustrative amounts if such termination occurred 12/31/2024: Aggregate severance $1,488,734; health benefits $51,422 .
• Restrictive covenants: Non‑competition (1 year), non‑solicitation (1 year), confidentiality, and return of company information .
• Clawback: Company‑wide clawback policy per NYSE/SEC; executive incentive awards subject to recoupment; also separate misconduct clawback for incentives .

Company Performance Context (selected)

Additional 2024 business drivers (AIP framing): Core EPS $1.40 (down YoY due to higher provision and Durbin impact), Core PTPP ROA and Core Efficiency Ratio outperformed peers; quarterly dividend raised 4% to $0.13 and 646,790 shares repurchased at $16.51 average . 2024 say‑on‑pay support was 97% .

Director/Governance Signals on Compensation

• Compensation & HR Committee: Fully independent; Meridian Compensation Partners as independent advisor; peer frameworks disclosed .
• No option repricing; no excise tax gross‑ups in CoC agreements; robust anti‑hedging/pledging policies; annual risk review of incentives concluded no encouragement of excessive risk .

Compensation Detail (multi‑year snapshot)

All other 2024 compensation includes: 401(k) match $13,800; professional advisory fees $15,090; country club dues $17,691; reimbursement of living expenses $15,260 .

Performance Plan Mechanics (for reference)

Risk Indicators & Red Flags

• Hedging/pledging of company stock prohibited; strong stock ownership guidelines met (reduces misalignment risk) .
• CoC protection is double‑trigger with 280G cutback (shareholder‑friendly; limits windfalls) .
• Clawback framework compliant with NYSE/SEC (recovers excess incentive comp upon restatement; separate misconduct recovery) .
• No stock options outstanding; no repricing permitted (limits risk‑taking incentives) .

Investment Implications

• Pay‑for‑performance alignment: 2024 AIP paid at 123.5% of target despite EPS below target because peer‑relative operating metrics were strong; 2022–2024 PRSU vesting at 182% underscores management outperformance on Core ROTCE/TSR versus peers, a positive signal for incentive alignment and execution .
• Retention risk appears moderate: 1x salary ownership guideline exceeded, meaningful unvested RSUs outstanding, and a one‑year non‑compete plus standard severance design for non‑CoC and 24‑month severance for CoC provide retention hooks without shareholder‑unfriendly gross‑ups .
• Near‑term supply from vesting: PRSUs and time‑based RSUs from the 2022–2024 cycle delivered to Reske in Jan 2025 (15,792 shares), adding potential incremental liquidity but within normal executive settlement patterns and under anti‑hedging/pledging policies .
• Governance risk is low: independent committee, strong shareholder support on say‑on‑pay (97%), clawback adoption, and no option repricing reduce governance discount risk .