Jon Gorney
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Jon L. Gorney
Jon L. Gorney, age 74, is the independent, non‑executive Chair of First Commonwealth Financial Corporation’s Board and a director since January 2013 (Chair since April 2021). He spent 37 years in financial services, including Executive Vice President roles overseeing technology and operations at National City, Chairman/CEO of National Processing Company, and Executive Vice President at PNC following the National City acquisition; he holds a B.S. in Computer Science from the University of Dayton . The Board classifies him as independent and he presides over executive sessions of non‑management directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National City Corporation | Executive Vice President; led technology and operations | 1992–2008 | Enterprise operations leadership |
| National Processing Company (majority-owned by National City) | Chairman & Chief Executive Officer | 2004–2006 | Scaled U.S. merchant card processing (#2 nationally) |
| PNC Financial Services Group | Executive Vice President; co‑chaired integration of PNC/National City | 2008–2010 (retired June 2010) | Led creation of single operating organization post‑merger |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| First Commonwealth Bank (subsidiary) | Director | Current | Affiliate board role |
| Professional Holding Corp (PFHD) | Director | As of 2020 | Third‑party source indicates director status as of 2020 |
Board Governance
- Current role: Independent, non‑executive Chair of the Board; presides over executive sessions of non‑management directors .
- Independence: Determined independent by the Board under NYSE standards .
- Committee assignments: Member, Risk Committee (joint FCFC/FCB) .
- Board composition/practices: Separate Chair/CEO, majority voting, mandatory retirement age 75, anti‑hedging/pledging, clawback policy, stock ownership guidelines for directors .
- Meeting attendance: Board met 10 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the annual meeting .
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 149,375 | Includes Board retainer cash portion, committee member retainer, and $100,000 non‑executive Chair retainer |
| Stock Awards (retainer shares) | 41,375 | Equity portion of annual retainer, grant‑date fair value |
| Total | 190,750 | Sum of cash and stock awards |
Director compensation schedule (2024):
| Component | Amount ($) |
|---|---|
| Board Member Retainer | 82,750 (50% cash / 50% stock) |
| Committee Member Retainer | 8,000 |
| Committee Chair Premium | 12,000 |
| Audit Committee Chair Premium | 14,500 |
| Non‑Executive Board Chair Retainer | 100,000 |
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Director equity retainer | Fixed shares based on retainer plan | No performance‑based metrics; equity reflects portion of annual retainer at grant‑date fair value |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| First Commonwealth Bank (subsidiary) | Director | N/A | Affiliate board; standard within bank holding companies |
| Professional Holding Corp (PFHD) | Director (as of 2020) | Not disclosed | Third‑party indication; no FCF‑disclosed related‑party ties |
No related‑party transactions were disclosed for Mr. Gorney; the proxy’s only quantified director RPT involves a facility lease with director Luke A. Latimer’s entity, reviewed under the Board’s RPT policy .
Expertise & Qualifications
- Deep financial services operations and technology leadership, including enterprise‑scale payments and bank integration .
- Board leadership experience and governance oversight as independent Chair .
- Risk oversight through Risk Committee membership .
- Computer science credentials (University of Dayton), supporting technology risk and operational effectiveness .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 43,449 (as of March 3, 2025 record date) |
| Shares outstanding (FCF common) | 101,815,963 (record date) |
| Ownership as % of shares outstanding | ≈0.043% (computed from above) |
| Director ownership guideline | At least $206,875 (5× cash retainer) or 25,000 shares, whichever is less |
| Guideline compliance | Meets/exceeds (43,449 shares > 25,000 threshold) |
| Hedging/pledging | Prohibited for directors and officers |
| Stock issuance form (retainer) | Portion of annual retainer paid in shares at grant date |
Insider Trades
| Date | Form | Transaction Type | Description |
|---|---|---|---|
| 2025‑05‑01 | Form 4 | Acquisition (A) | Shares issued as payment of director retainer under FCF Director Retainer Plan |
Note: The proxy’s beneficial ownership table shows Mr. Gorney’s holdings; Form 4 filings reflect periodic equity retainer issuances rather than open‑market trades .
Governance Assessment
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Strengths for investor confidence:
- Independent, non‑executive Chair; separation of Chair/CEO enhances oversight and accountability .
- Formal majority‑voting policy in uncontested elections; regular executive sessions without management .
- Stock ownership guidelines and anti‑hedging/pledging/clawback policies align director incentives with shareholders .
- Risk Committee membership provides direct risk oversight and engagement .
- Documented independence determination; no Gorney‑specific related‑party transactions disclosed .
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Potential watch items:
- Mandatory retirement age is 75; at age 74, Chair succession planning and continuity should be monitored over the next cycle .
- Board met 10 times in 2024 with ≥75% attendance threshold met by all directors; individual attendance metrics are not disclosed by director—engagement appears sufficient but detailed director‑level attendance transparency is limited .
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Compensation alignment:
- Director pay structure mixes cash and equity with an added Chair retainer; equity retainer supports ownership alignment without performance gaming risk; 2024 Gorney total compensation $190,750, consistent with Chair responsibilities and market‑aligned structure .
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Overall view: Gorney’s technology/operations background, risk oversight role, and independent Chair status are positive governance signals. No disclosed conflicts, prohibitions on pledging/hedging, and compliance with ownership guidelines support board effectiveness and alignment with shareholder interests .