Joseph DiVito Jr.
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Joseph V. DiVito Jr.
Joseph V. DiVito Jr., age 58, was appointed to First Commonwealth Financial Corporation’s Board effective November 1, 2025, and serves on the Audit Committee and Risk Committee . He retired as a Principal of PricewaterhouseCoopers LLP (PwC) in June 2025 after a 35-year advisory career spanning startups to Fortune 50 companies; he holds a BS in Business Administration, an MBA, and a JD from Duquesne University, and is certified CIPP/US, CIPM, and CISA . As a non-management director, he will receive the standard FCF director cash and equity compensation; there are no related-party transactions with FCF requiring Item 404(a) disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Principal; advisor across IT, cybersecurity, regulatory compliance, data privacy, governance | Retired June 2025; 35-year career | Led/ advised diverse industry clients; deep technology and risk expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or disclosed boards in FCF filings/press release |
Board Governance
- Committee assignments: Audit Committee member; Risk Committee member .
- Independence: FCF’s Audit Committee members are independent under NYSE/SEC standards as a standing governance requirement, indicating DiVito meets independence criteria consistent with committee service .
- Engagement/attendance expectations: Board met 10 times in 2024; all directors attended at least 75% of meetings; annual meeting attendance is expected; directors meet in executive session without management .
- Structure: Separate independent Board Chair (Jon L. Gorney); majority voting in director elections; mandatory retirement age 75; anti-hedging/pledging and clawback policies .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board Member Retainer | 82,750 | 50% paid in stock; directors with ≥$400,000 in share value may elect 100% cash |
| Committee Member Retainer | 8,000 | Per committee membership (e.g., Audit, Risk) |
| Committee Chair Premium | 12,000 | Additional for chair role (not applicable for DiVito currently) |
| Audit Committee Chair Premium | 14,500 | Additional for Audit Chair (not applicable for DiVito currently) |
| Non-Executive Chair Retainer | 100,000 | Separate retainer for Board Chair (not applicable for DiVito) |
- DiVito will receive the same cash and equity compensation as non-management directors per FCF’s policy and 8-K disclosure .
Performance Compensation
- FCF director pay does not include performance-based AIP/LTIP metrics; directors receive equity as part of annual retainer and not options; no stock options outstanding in 2024 for directors/NEOs .
- Clawback/recoupment and anti-hedging/pledging policies apply across incentive programs and to directors/officers under FCF governance .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | 8-K states no transactions requiring Item 404(a) disclosure; auditors are Ernst & Young LLP (not PwC), limiting potential audit conflicts . |
Expertise & Qualifications
- Technical expertise: Information technology, cybersecurity, regulatory compliance, data privacy, governance; certifications CIPP/US, CIPM, CISA .
- Board qualifications: Skills align with Audit Committee oversight of financial reporting, internal controls, and cybersecurity risk; Risk Committee oversight of enterprise risk framework .
- Education: BSBA, MBA, JD (Duquesne University) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Form 3 at appointment) | 0 shares | Filed Nov 7, 2025; direct ownership “None” |
| Shares outstanding (record date reference) | 101,815,963 | As of March 3, 2025; implies ~0.000% ownership at filing |
| Ownership guidelines | ≥$206,875 in shares or 25,000 shares | Must meet within 5 years of initial election |
| Anti-hedging/pledging | Prohibited | Applies to directors and officers |
- Form 3 shows initial zero holdings; he is subject to FCF’s director ownership guidelines (five-year compliance window) .
Insider Filings
| Date | Form | Key Details |
|---|---|---|
| Nov 7, 2025 (event Nov 1, 2025) | Form 3 | Initial statement; beneficially owned: None (0); position: Director; POA filed . |
Governance Assessment
- Board effectiveness: Appointment adds deep IT/cyber/privacy expertise to Audit and Risk committees, directly relevant to oversight of financial reporting controls and enterprise risk, including cybersecurity .
- Independence and conflicts: Audit committee service requires independence; 8-K reports no related-party transactions, reducing conflict risk; firm auditor is EY (not PwC), mitigating auditor-interlock concerns .
- Ownership alignment: Initial Form 3 shows zero shares; FCF requires meaningful ownership within five years, with retainer paid 50% in stock, supporting future alignment; anti-hedging/pledging and clawback policies in place .
- RED FLAGS: None disclosed—no related-party transactions; no hedging/pledging permitted; will monitor future Forms 4 for ownership build and committee attendance once reported in the next proxy .
Implications: DiVito’s skill set strengthens Audit/Risk oversight amid ongoing digital and regulatory complexity; independence and clean related-party profile support investor confidence. Near-term monitoring priorities include his equity accumulation to meet director ownership guidelines and future proxy disclosure of attendance/committee contributions .