Luke Latimer
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Luke A. Latimer
Independent director at First Commonwealth Financial Corporation since 2011; age 48. Chair, CEO & President of R&L Development, Inc. (heavy construction), previously EVP & Treasurer (1999–Oct 2015). General Partner and 85% owner of SML Limited Partnership (real estate). Education: B.S. in Business Management, Saint Vincent College. Director of First Commonwealth Bank; member of FCF’s Governance Committee. Independence affirmed by the Board despite a related-party lease with SML LP, assessed below NYSE quantitative limits and not material to Latimer or FCF .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| R&L Development, Inc. | Chair, CEO & President | Oct 2015–present | Led heavy construction operations |
| R&L Development, Inc. | EVP & Treasurer | 1999–Oct 2015 | Oversight of finance/treasury |
| First National Bank of Santa Fe | Chairman of the Board | Until May 2013 | Governance leadership |
| New Mexico Banquest Corporation | Director | Until May 2013 | Bank holding company board |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| First Western Financial, Inc. | Director | Since July 2015 | Audit and Governance Committees |
- Interlock note: FCF Audit Chair Julie Caponi also serves on First Western Financial’s board (Audit Chair; Compensation Committee), creating an information-flow interlock across boards .
Board Governance
| Item | Status |
|---|---|
| Independence | Independent under NYSE and FCF guidelines (lease with SML LP considered immaterial) |
| FCF Committee Assignments | Governance Committee member (not chair) |
| Attendance | Board met 10 times in 2024; all directors attended ≥75% of Board and committee meetings; all directors attended the annual meeting |
| Board Chair Structure | Separate Chair and CEO; independent Chair (Jon L. Gorney) |
| Director Stock Ownership Guidelines | Minimum $206,875 (5× annual cash retainer) or 25,000 shares, within 5 years; directors with ≥$400,000 in holdings may elect full cash retainer |
| Anti-Hedging/Pledging & Clawback | Anti-hedging/pledging policy; clawback policy in place |
Fixed Compensation (Director)
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board Member Retainer | 82,750 | Standard schedule |
| Committee Member Retainer | 8,000 | Governance Committee member |
| Committee Chair Premium | 0 | Not a chair |
| Audit Chair Premium | 0 | Not applicable |
| Fees Earned or Paid in Cash (Disclosed) | 90,750 | Latimer elected cash; consistent with schedule |
| Stock Awards (Disclosed) | 0 | Elected full cash retainer (policy permits if ≥$400,000 holdings) |
Performance Compensation (Director)
| Equity Component (2024) | Grant Date | Number of Shares/Units | Fair Value ($) | Notes |
|---|---|---|---|---|
| Annual Retainer Stock Portion | N/A | 0 | 0 | Elected full cash retainer due to holdings ≥$400,000 |
FCF’s director compensation program pays half of the annual board retainer in stock unless the director owns shares valued ≥$400,000; Latimer’s election of cash in 2024 aligns with this guideline .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Governance Implications |
|---|---|---|---|
| First Western Financial, Inc. | Public company | Latimer (Director; Audit & Governance) and FCF’s Caponi (Director; Audit Chair; Compensation Member) | Potential information-flow interlock; no disclosed conflicts; independence maintained for FCF |
Expertise & Qualifications
- Heavy construction operating leadership (CEO/Chair at R&L Development); long-standing private-sector finance/operations experience .
- Bank governance experience across multiple institutions; audit/governance committee service at First Western Financial .
- Qualifications cited: extensive business experience and years of service as a financial services director .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 145,918 | Includes 5,623 shares owned by his children |
| Ownership as % of Shares Outstanding | 0.14% | 145,918 / 101,815,963 outstanding shares |
| Approx. Market Value of Holdings | $2,468,933 | Using $16.92 closing price on last trading day of 2024 |
| Pledged/Hedged Shares | Prohibited by policy | Directors/officers prohibited from pledging/hedging |
| Director Ownership Guideline | ≥$206,875 or ≥25,000 shares | Must meet within 5 years of election |
| Eligibility to Elect Full Cash Retainer | Qualifies (≥$400,000) | Elected full cash retainer in 2024 |
Related-Party Transactions (Conflict Review)
| Counterparty | Relationship | Terms / Amounts | Materiality & Independence |
|---|---|---|---|
| SML Limited Partnership | Latimer is General Partner; owns 85% interest | Lease of FCF Bank branch in New Alexandria, PA; paid $117,815 (rent + property taxes) in 2024; current term expires Apr 30, 2028 with two optional 5-year renewals; aggregate base rent due Jan 1, 2025–Apr 30, 2028: $345,600 | Board concluded independence unaffected; transaction below NYSE quantitative limits and not material to Latimer or FCF |
- Related-party transactions are overseen by the Governance Committee under a written policy requiring arm’s-length terms and recusal of interested directors from approval .
Governance Assessment
- Independence and committee work: Independent with active Governance Committee membership; Board specifically reviewed the SML LP lease and affirmed independence under NYSE standards—appropriate handling of a potential conflict through formal oversight and quantitative materiality tests .
- Attendance and engagement: Board met 10 times; all directors (including Latimer) attended ≥75% of meetings and the annual meeting—adequate engagement signal for investors .
- Ownership alignment: Significant personal stake (~146K shares, ~$2.47M), exceeding director ownership guidelines and qualifying for cash retainer election; combined with anti-pledging/hedging policy, indicates strong alignment and mitigation of misalignment risks .
- Director pay structure: 2024 compensation all cash ($90,750) with no stock grant, consistent with policy for directors exceeding $400,000 ownership; not a concern given substantial shareholding and established ownership guidelines .
- Interlocks: Dual service with First Western Financial alongside FCF Audit Chair Julie Caponi introduces an information-flow interlock; while not a disclosed conflict, investors should monitor for potential overlapping considerations across audit/governance matters at First Western and FCF .
RED FLAG watchpoints
- Related-party lease: While Board-determined immaterial, ongoing monitoring advisable (renewals, rent escalators, any changes in amounts) due to Latimer’s 85% economic interest .
- Board interlocks: Overlap at First Western Financial with FCF Audit Chair could pose perception risk; no issues disclosed, but remains a governance sensitivity area .
Overall signal: Strong ownership alignment and documented independence process offset the related-party exposure; attendance and committee engagement are adequate, with governance structures (independent Chair, clawback, anti-pledging) supporting investor confidence .