Michael McCuen
Executive Vice President and Chief Banking Officer at 
FIRST COMMONWEALTH FINANCIAL CORP /PA/
FIRST COMMONWEALTH FINANCIAL CORP /PA/Executive
About Michael McCuen
Michael P. McCuen is an Executive Vice President at First Commonwealth Financial Corporation, promoted to Chief Lending Officer in July 2024 with executive oversight of all commercial banking businesses, and further elevated to Chief Banking Officer on August 4, 2025; age and education were not disclosed in company filings . His incentive design is tightly linked to company performance via an Annual Incentive Plan (AIP) keyed to Core EPS and relative Pre-tax Pre-provision ROA and Core Efficiency Ratio, and a Long-Term Incentive Plan (LTIP) based on relative Core ROTCE and TSR, aligning compensation with shareholder outcomes . Company-level performance context for 2024 included Core EPS of $1.40 (down from 2023 due to normalized provisions) and Core ROTCE of 14.95%, with cumulative TSR value of $140.16 (base $100 at 12/31/2019) in 2024; AIP payouts to executives (including McCuen) were 123.5% of target, reflecting outperformance on relative metrics despite NIM headwinds and Durbin impacts . On execution, McCuen has provided lender-side commentary on new loan yields (~7%) and competitive pressures, as well as sustained momentum in equipment finance origination, which management credits as a growth driver into 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Commonwealth Financial Corporation / First Commonwealth Bank | Chief Banking Officer | Aug 4, 2025–Present | Elevated from CLO to CBO to lead broader banking operations following CRO retirement plans; denotes increased operating remit . |
| First Commonwealth Financial Corporation / First Commonwealth Bank | EVP & Chief Lending Officer | Jul 2024–Aug 4, 2025 | Executive oversight of all commercial banking businesses; accompanied by targeted equity award to secure retention and alignment . |
Fixed Compensation
| Item | 2024 detail |
|---|---|
| Base salary | $439,875 as of 12/31/2024 . |
| Target annual cash bonus (AIP) | $219,938 target; threshold $109,969; max $384,892 (superior) . |
| Actual annual cash bonus paid (AIP) | $271,623 (123.5% of target) . |
| Sign-on/other bonus | $33,333 (one-half of a signing bonus tied to his employment) . |
Performance Compensation
AIP structure and 2024 results (All Other NEOs weighting)
| Metric | Weight | Threshold | Target | Superior | Actual 2024 | Payout impact |
|---|---|---|---|---|---|---|
| Core EPS | 50% | $1.36 | $1.44 | $1.52 | $1.40 | Between threshold and target; contributes to blended 123.5% payout . |
| Core PTPP ROA (relative to peers) | 25% | 25th %ile | 50th %ile | 75th %ile | 77th %ile | Above superior threshold . |
| Core Efficiency Ratio (relative to peers) | 25% | 25th %ile | 50th %ile | 75th %ile | 73rd %ile | Between target and superior . |
| Total AIP payout | — | — | — | — | — | 123.5% of target; McCuen received $271,623 . |
LTIP architecture and McCuen’s 2024 grants
- 2024–2026 LTIP PRSUs (performance RSUs) and time-vesting RSUs split 50%/50%, with PRSUs based 50% on Core ROTCE relative to peers and 50% on TSR relative to peers; payout ranges 40%–200% of target .
- McCuen 2024 LTIP awards: PRSUs threshold 2,720; target 6,800; max 13,600; time-vesting RSUs 6,800, all granted 1/29/2024 .
- Additional targeted retention grant upon promotion: 45,000 shares of restricted stock on 7/1/2024, vesting 15,000 per year on the first three anniversaries (2025–2027), explicitly linked to role expansion .
- Note: McCuen was not a participant in the 2022–2024 performance LTIP cycle (newer executive) .
Equity Ownership & Alignment
| Ownership detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (record date 3/3/2025) | 60,643 shares | As reported in Stock Ownership table . |
| % of shares outstanding | ~0.06% | 60,643 / 101,815,963 SO; inputs from Stock Ownership table; calculation shown here . |
| Unvested, time-based equity (12/31/2024) | 59,800 shares | 8,000 (9/11/2023), 6,800 (1/29/2024 RSUs), 45,000 (7/1/2024); market value $1,011,816 @ $16.92 . |
| Unvested, performance-based equity at target (12/31/2024) | 6,800 shares | Market value $115,056 @ $16.92; subject to relative Core ROTCE/TSR . |
| Options outstanding | None | No outstanding stock options in 2024 . |
| Ownership guidelines | 1x base salary for executive officers; all executives meet/exceed guideline as of record date . | |
| Hedging/pledging | Prohibited for directors/officers under policy . | |
| Clawback | Executive incentives subject to clawback; includes dishonest conduct or policy violations; NYSE/SEC-compliant . |
Vesting schedule and potential selling pressure:
- 15,000 restricted shares vest on each of July 1, 2025, July 1, 2026, and July 1, 2027 (subject to service) .
- 6,800 time-vesting RSUs and the PRSU certification/payment occur after the 2024–2026 cycle (timed with certification), concentrating equity events around early 2027, a potential period of incremental supply depending on personal diversification choices .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment Agreement | Executed upon promotion; substantially similar to peers; severance equals greater of 12 months’ base salary or months remaining in term; COBRA premiums for 12 months; non-compete (1 year) and non-solicit (1 year); standard confidentiality and return-of-materials covenants . |
| Severance (termination without cause / good reason, 12/31/2024 reference) | Severance: $439,875; COBRA premiums: $27,328 . |
| Change-of-Control protection | Double-trigger; monthly severance formula based on base salary, average bonuses (36 months), 401(k) match, and NQDC contributions; health benefits up to 18 months; 280G cutback; no excise tax gross-ups . |
| Change-of-Control payout table (if qualifying termination on 12/31/2024) | Aggregate severance payments: $955,216; Health benefits value: $43,041; Severance period: 24 months . |
| Clawback / risk controls | Clawback policy; incentive plan risk assessment and controls; anti-hedging/pledging . |
Performance & Execution Signals (qualitative)
- Lending yields and competitive dynamics: McCuen noted new loan yields around ~7% with rising competition compressing margins; focus remains on selective underwriting and client selection amid industry loan growth pursuits .
- Equipment finance: Management and McCuen reported strong origination momentum aided by talent additions and pullback from foreign-owned finance teams; viewed as augmenting broader bank relationships and fee capabilities .
- Portfolio growth and replacement yields: Commentary highlights positive fixed-rate replacement yields and mix dynamics supportive of NIM resilience, a key underpinning for AIP and LTIP performance metrics .
Compensation Structure Analysis
- Shift toward retention equity: A sizable, role-linked 45,000-share restricted stock grant vests over three years (2025–2027), explicitly targeting retention as McCuen assumed broader responsibility; this increases fixed service-based equity relative to pure performance equity but remains within the company’s 50% PRSU/50% RSU LTIP philosophy for core grants .
- Pay-for-performance integrity: 2024 AIP paid at 123.5% of target with mixed Core EPS versus strong relative PTPP ROA and Efficiency results, evidencing balanced calibration under rate and Durbin headwinds; LTIP remains fully relative on Core ROTCE and TSR, limiting windfalls from macro factors and anchoring to peer performance .
- Governance strengths: Double-trigger CoC, no excise tax gross-ups, robust clawback, anti-hedging/pledging, and ownership guidelines (compliant) signal alignment discipline and lower governance risk .
Investment Implications
- Alignment and retention: Multi-year vesting (notably 15k shares each July 1, 2025–2027) and performance-conditioned PRSUs underpin retention and alignment through the current strategic cycle; departure risk appears mitigated by economic terms and non-compete protections .
- Potential insider supply windows: Scheduled vesting dates (July 1, 2025/2026/2027) and LTIP certification in early 2027 create identifiable windows where discretionary sales could occur; monitor Form 4s around these dates for trading signals .
- Performance levers to watch: Relative Core ROTCE/TSR (LTIP) and Core EPS/relative efficiency and PTPP ROA (AIP) are the triggers for upside/downside in realized pay; watch lending mix, fixed-rate replacement yields, deposit costs, and execution in equipment finance for leading indicators of incentive outcomes .
- Governance risk low: Double-trigger CoC without tax gross-ups, active clawback, and anti-hedging/pledging reduce shareholder-unfriendly outcomes; say-on-pay support has been strong (97% approval in 2024), suggesting low external friction on pay design .
Sources: 2025 DEF 14A executive compensation, ownership, and agreements –; 8‑K re: officer promotion (Aug 4, 2025) ; Q1 and Q2 2025 earnings call transcripts for operating commentary .