Julie Caponi
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Julie A. Caponi
Julie A. Caponi, age 63, is an independent director of First Commonwealth Financial Corporation (FCF) who joined the Board in 2007; she is a former Certified Public Accountant (1986–Dec 2023), retired Assistant Treasurer of Arconic (formerly Alcoa), and an ex–audit partner at Deloitte with deep financial accounting, auditing, and internal controls expertise . She chairs FCF’s Audit Committee, serves on the Risk Committee, is designated an “audit committee financial expert” by the Board under SEC rules, and holds a B.S. in Accounting from Indiana University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arconic Inc. (formerly Alcoa Inc.) | Assistant Treasurer | May 2013 – Jan 2018 | Corporate finance, treasury oversight |
| Arconic Inc. | Vice President – Audit | 2005 – 2013 | Internal audit leadership, controls |
| Arconic Inc. | Assistant Controller | 2000 – 2005 | Financial reporting, accounting policy |
| Deloitte | Audit Partner | Prior to 2000 (CPA 1986–2023) | Audits principally in financial services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Western Financial, Inc. (public) | Director | Since 2017 | Audit Committee Chair; Compensation Committee member |
| First Commonwealth Bank (FCF subsidiary) | Director | N/A | Bank board director |
Board Governance
- Independence: The Board determined Ms. Caponi is independent under NYSE/Company standards; the 2025 nominee summary also lists her as independent .
- Committees: Audit Committee Chair; Risk Committee member .
- Financial Expert: The Board designated Caponi (and two others) as “audit committee financial experts” per SEC rules .
- Attendance and Engagement: The Board met 10 times in 2024; all directors attended at least 75% of their Board/committee meetings; all directors attended the annual meeting .
- Executive Sessions & Governance Practices: Separate Chair/CEO; majority voting policy; regular executive sessions; stock ownership guidelines; anti‑hedging and pledging; and clawback policy are in place .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 8 |
| Risk | Member | 8 |
Fixed Compensation
Director compensation structure and Ms. Caponi’s 2024 pay:
| Item | Amount/Detail |
|---|---|
| Board Member Retainer | $82,750 (half cash, half stock; directors with ≥$400,000 in share value may elect all cash) |
| Committee Member Retainer | $8,000 |
| Committee Chair Premium | $12,000 |
| Audit Committee Chair Premium | $14,500 |
| Non‑Executive Chair Retainer | $100,000 |
| 2024 Non‑Employee Director Compensation (FCF) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Julie A. Caponi | 113,250 | 0 | 0 | 113,250 |
Notes: “Fees Earned or Paid in Cash” are Board and committee retainers; “Stock Awards” reflect the equity portion of the annual retainer when taken in shares .
Performance Compensation
- Structure: FCF pays directors primarily via retainers; half of the Board retainer is generally delivered in shares based on the annual meeting grant-date price unless a director with ≥$400,000 in share value elects full cash; committee and chair premiums are cash retainers .
- 2024 Mix for Caponi: $0 in stock awards (indicates an all‑cash election under policy) and $113,250 in cash retainers; no bonuses/options are disclosed for directors in the director compensation table/schedule .
- Performance Metrics: No performance metrics tied to director pay are disclosed; the equity element is a retainer-based stock grant rather than performance‑vested awards .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| First Western Financial, Inc. | External public bank directorship; Audit Chair and Comp member (no related‑party transactions between FCF and Ms. Caponi disclosed) |
| First Commonwealth Bank (subsidiary) | FCF affiliate board (standard within bank holding company structures) |
Expertise & Qualifications
- CPA credential (1986–Dec 2023) with Big Four audit partner experience and senior finance/internal audit leadership at Arconic/Alcoa; Board has designated her an “audit committee financial expert” .
- Bachelor of Science in Accounting, Indiana University of Pennsylvania .
- Risk oversight through service on the Board’s Risk Committee .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (record date March 3, 2025) | 48,933 shares |
| Shares Outstanding (record date) | 101,815,963 |
| Ownership % | ~0.048% (48,933 / 101,815,963; calculated from cited figures) |
| Director Stock Ownership Guideline | ≥$206,875 (5× annual cash retainer) or 25,000 shares, whichever is less |
| Compliance vs Guideline | Holds 48,933 shares, exceeding the 25,000‑share threshold |
| Hedging/Pledging | Prohibited for directors under Company policy |
Governance Assessment
- Strengths (Board effectiveness and investor alignment):
- Independent director since 2007 with significant audit/controls background; designated “audit committee financial expert” and chairs the Audit Committee, aligning skills to oversight role .
- Active committee workload (Audit Chair; Risk member) with 2024 Audit and Risk Committees each meeting eight times; Board met 10 times and all directors met the ≥75% attendance threshold, indicating engagement .
- Meaningful ownership (48,933 shares) exceeding the director guideline (≤25,000 shares threshold), plus anti‑hedging/pledging and clawback governance in place, supporting alignment and risk controls .
- Potential watch items (noted for governance monitoring, not identified as red flags):
- 2024 compensation taken fully in cash (no stock award) reduces incremental equity accumulation for the year, though policy permits an all‑cash election for directors meeting the share‑value threshold .
- Multiple fiduciary roles across financial institutions (FCF/FCBank and First Western Financial) heighten the importance of time‑commitment oversight and potential information‑sharing safeguards; no interlocks or related‑party exposures involving Ms. Caponi are disclosed in the proxy .
- Related‑party/conflicts:
- The proxy’s related‑party section discloses a lease with SML Limited Partnership involving another director (Latimer) and confirms the Board’s independence determination; no related‑party transactions involving Ms. Caponi are disclosed .
RED FLAGS: None identified in the 2025 proxy related to Ms. Caponi (no Caponi‑related party transactions disclosed; independence affirmed) .
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