Jane Grebenc

About Jane Grebenc

Jane Grebenc, age 66, is Executive Vice President and Chief Revenue Officer of First Commonwealth Financial Corporation and President of First Commonwealth Bank, roles she has held since 2013; she also serves on the Board of Directors of FCF (director since 2020) and is a member of the Board’s Risk Committee . She holds a B.S. in Economics from John Carroll University and an MBA in Finance and Marketing from Case Western Reserve University . Under FCF’s relative performance-based LTIP covering 2022–2024, the company achieved Core ROTCE at the 85th percentile and TSR at the 66th percentile versus peers, driving PRSU vesting at 182% of target and an overall award equal to 141% of target; her 2024 AIP paid 123.5% of target based on Core EPS, relative Core PTPP ROA, and relative Core Efficiency Ratio outcomes . As a dual-role executive-director, she is not independent under NYSE standards; governance mitigants include an independent, non-executive Chair, regular executive sessions without management, and separation of Chair and CEO roles .

Past Roles

External Roles

Fixed Compensation

• Base salary change (12/31 level): $493,000 in 2023 to $508,000 in 2024 .
• 2024 perquisites detail: 401(k) match $13,800 and professional advisory fees $13,280; no country club dues .
• Note: “Bonus” for 2024 reflects a discretionary contribution to the non-qualified deferred compensation plan ($12,500) .

Performance Compensation

Annual Incentive Plan (AIP) – 2024 Design, Outcomes, and Payout

Long-Term Incentive Plans (LTIP)

2024–2026 LTIP (structure):

• 50% PRSUs and 50% time-vesting RSUs; time-vesting RSUs vest in a single installment on the later of the third anniversary of award or certification of PRSU performance .
• Performance goals and weightings:
  • Core ROTCE vs peers (50%): Threshold 25th %ile, Target 50th %ile, Superior 75th %ile .
  • TSR vs peers (50%): Threshold 25th %ile, Target 50th %ile, Superior 75th %ile .

2022–2024 LTIP (results and vesting):

• Committee approved PRSU vesting at 182% of target and time RSU vesting, resulting in overall award equal to 141% of target (approved January 2025) .
• Shares vested to Jane under 2022–2024 LTIP (approved January 2025): PRSUs 11,466; time RSUs 6,300; total 17,766 .
• 2021–2023 LTIP vest: Jane acquired 25,350 shares on February 27, 2024; value realized $330,818 .

Grant-date PRSU fair value at target and superior (2024 grants):

Options: The company had no outstanding stock options during 2024 .

Equity Ownership & Alignment

Beneficial ownership and guidelines:

• Shares beneficially owned: 173,570 .
• Shares outstanding: 101,815,963 .
• Ownership percent: ~0.17% (calculated from cited data).
• Executive stock ownership guideline: 1x base salary; all executive officers met/exceeded guideline as of record date .
• Anti-hedging and pledging: Directors and officers prohibited from pledging on margin, derivatives, short sales, or hedging instruments .

Outstanding equity awards at 12/31/2024 (market value uses $16.92 close):

Shares acquired on vesting during 2024:

Vesting cadence and potential selling pressure:

• Time-vesting RSUs under 2024–2026 LTIP vest in a single installment upon the later of the three-year anniversary or PRSU certification, implying a likely vest/settlement timeline shortly after performance certification in early 2027; monitoring Form 4 activity around certification dates is prudent for supply signals .

Employment Terms

Employment Agreement (auto-renewing one-year terms; materially identical across covered executives):

• Auto-renewal annually unless terminated with 60 days’ notice before term end .
• Severance (termination without cause or resignation for good reason during term): equal to one-twelfth of base salary multiplied by the greater of 12 months or months remaining in term; paid in payroll installments; installments within first six months deferred until day after six-month anniversary per 409A timing .
• COBRA: Company pays premiums for 12 months following separation .
• Restrictive covenants: Non-compete (1 year), non-solicit/hiring prohibition (1 year), confidentiality and return of information .
• “Good reason” includes substantial reduction in title/responsibilities, base salary/benefit reduction, relocation >50 miles from Pittsburgh, or assignment of materially inconsistent duties .

Employment Agreement severance and COBRA (if terminated on 12/31/2024 under qualifying terms):

Change of Control Agreement (double-trigger economics):

• Monthly severance is one-twelfth of the sum of base salary immediately before CoC, average bonuses over prior 36 months, prior 12 months’ 401(k) contributions, and prior 12 months’ non-qualified deferred compensation contributions; payable over severance period .
• Health benefits continuation at employer expense up to 18 months post-qualifying termination .
• 280G excise tax cutback: payments reduced to avoid non-deductible parachute payments and excise tax .

Change of Control hypothetical payout (qualifying termination after CoC on 12/31/2024):

Clawback policy: Company maintains a recoupment (“clawback”) policy .

Board Governance (dual-role context)

• Board service: FCF Director since 2020; non-independent due to executive status; member of Risk Committee; also director of First Commonwealth Bank .
• Governance structure: Independent, non-executive Chair; Chair/CEO roles separated; non-management directors meet in executive session without management; majority voting, mandatory retirement, and robust ownership guidelines for directors .
• Director compensation: Executives Price and Grebenc receive no additional compensation for Board service; standard non-management director schedule includes board/committee retainers and equity grants, but does not apply to Grebenc .

Investment Implications

• Strong pay-for-performance alignment: 2022–2024 LTIP results show superior Core ROTCE (85th %ile) and above-target TSR (66th %ile), supporting robust PRSU payouts; her 2024 AIP paid 123.5% on mixed EPS and strong relative efficiency/ROA, indicating incentives tied to shareholder-relevant metrics and peer-relative outperformance .
• Upcoming equity release and potential supply: Cliff vesting for 2024–2026 time RSUs on the later of three-year anniversary or PRSU certification implies settlement likely in early 2027; monitor Form 4 filings around certification/settlement for potential selling pressure signals .
• Retention risk mitigants: Auto-renewing employment agreement, severance protections (one-year severance baseline) and double-trigger CoC severance (24 months for Grebenc with defined benefit components) reduce near-term departure risk, though CoC economics create cost considerations in M&A scenarios .
• Alignment and governance safeguards: Executives meet ownership guidelines; anti-hedging/pledging policy enhances alignment; dual-role independence concerns are mitigated by independent Chair and regular executive sessions without management .
• Cash vs equity mix trend: 2024 compensation increased non-equity incentive payout ($313,690) and stock awards ($266,131) alongside modest salary growth, reinforcing at-risk pay emphasis; perquisites are limited and transparent (401(k) match and advisory fees) .
• Red flags check: No option repricing and no options outstanding in 2024; 280G cutback avoids shareholder-unfriendly excise tax gross-ups; related-party/pledging not indicated due to prohibitions .

Appendix: Additional Reference Tables

Director Nominee Snapshot (relevant fields):

Director Compensation Schedule (non-management; for context only):

Stock Ownership of Directors and Management (excerpt):

Policy Highlights:

• Executive ownership guideline: CEO 3x salary; other executives 1x salary; all executives met guidelines as of record date .
• Anti-hedging/pledging: Prohibited for directors and officers .
• Clawback policy: Maintained .
• Board meetings held in 2024: 10 .
• Separate Chair and CEO; independent Chair .