Norman Montgomery
About Norman Montgomery
Norman J. Montgomery, age 57, is Executive Vice President, Business Integration at First Commonwealth Bank (subsidiary of First Commonwealth Financial Corporation) and has served in this role since May 2011; he oversees product development and, since July 2012, technology and operations functions. Prior roles include SVP/Business Integration (2007–2011) and earlier positions in technology, operations, audit, and marketing . In 2024, company performance metrics tied to incentives included Core EPS of $1.40, Core PTPP ROA of 1.78%, and relative measures against peers; cumulative TSR (SEC pay-versus-performance graph baseline of $100 at 12/31/2019) reached $140.16 vs $143.68 for the S&P U.S. BMI Banks Index through 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Commonwealth Bank | EVP, Business Integration | May 2011–present | Oversees product development; assumed oversight of technology and operations in July 2012 . |
| First Commonwealth Bank | SVP, Business Integration | Sep 2007–May 2011 | Led integration across business, with prior experience spanning technology, operations, audit, and marketing . |
| First Commonwealth Bank | Various roles (technology, operations, audit, marketing) | Not disclosed (pre-2007) | Built cross-functional foundation for current integration leadership . |
External Roles
- No public-company directorships or external board roles disclosed for Mr. Montgomery in the company’s filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 373,333 | 392,000 | 405,000 |
| Bonus ($) | 12,500 (discretionary DCP contribution) | 31,968 (discretionary DCP contribution) | 12,500 (discretionary DCP contribution) |
| All Other Compensation ($) | 12,200 | 13,400 | 13,800 (401k match; no club dues reported) |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcomes
| Component | Weighting (Montgomery) | Target/Goal | Actual/Payout |
|---|---|---|---|
| Core EPS | 50% (All Other NEOs) | $1.44 target; $1.36 threshold; $1.52 superior | $1.40 (between threshold and target) |
| Core PTPP ROA relative to peers | 25% (All Other NEOs) | 50th percentile target (25th threshold; 75th superior) | 77th percentile (just below superior) |
| Core Efficiency Ratio relative to peers | 25% (All Other NEOs) | 50th percentile target (25th threshold; 75th superior) | 73rd percentile (exceeded superior) |
| AIP Payout | — | Target opportunity: $162,800 | 123.5% of target; $201,058 paid |
Notes: Risk-management executives carried an individual component; Montgomery (non-risk) used corporate metrics only .
Long-Term Incentive Plans (LTIP)
| Cycle | Vehicle/Metrics | Weighting | Performance Grid | Status/Vesting |
|---|---|---|---|---|
| 2024–2026 | PRSUs: Core ROTCE (relative), TSR (relative) | 50% PRSUs | Threshold 25th %ile; Target 50th; Superior 75th (40%–200% of target) | In cycle; certification/vesting after performance period; time-vesting RSUs vest in single installment on the later of 3rd anniversary or PRSU certification . |
| 2024–2026 | Time-vesting RSUs | 50% RSUs | — | Granted 6,300 RSUs to Montgomery on 1/29/2024 . |
| 2022–2024 | PRSUs: Core ROTCE (relative), TSR (relative) | 50% PRSUs | Results: ROTCE 85th %ile (200%); TSR 66th %ile (164%); overall PRSUs earned above target | In Jan 2025, approved vesting: 8,736 PRSUs and 4,800 time RSUs (total 13,536 shares) to Montgomery . |
Equity Grant Detail (2024 awards)
| Grant Type | Grant Date | Threshold | Target | Maximum |
|---|---|---|---|---|
| PRSUs (#) | 1/29/2024 | 2,520 | 6,300 | 12,600 |
| Time-vesting RSUs (#) | 1/29/2024 | — | 6,300 | — |
2024 Vested Shares and Realized Value
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 17,250 (2021–2023 LTIP RSUs vested 2/27/2024) |
| Value Realized on Vesting ($) | 225,113 |
Equity Ownership & Alignment
| Ownership Snapshot (Record Date: Mar 3, 2025) | Value |
|---|---|
| Beneficially Owned Shares | 79,538 |
| Shares Outstanding (for % calc.) | 101,815,963 |
| Ownership as % of Outstanding | ≈0.08% (79,538/101,815,963) |
| Stock Options Outstanding | None (no stock options outstanding in 2024) |
| Unvested Time-Vesting RSUs at 12/31/2024 | 17,300 (6,300 2024–26; 6,200 2023–25; 4,800 2022–24) |
| Unearned PRSUs at Target at 12/31/2024 | 17,300 (same cycles) |
| Market Value Basis Used (12/31/2024) | $16.92 per share |
| Stock Ownership Guidelines | CEO 3x salary; Other Executive Officers 1x salary |
| Compliance with Guidelines | Each executive officer (including NEOs) exceeds guideline |
| Hedging/Pledging | Prohibited for directors and officers |
Note: Policy prohibits pledging or hedging; the proxy does not report any pledges for NEOs. Anti-hedging/pledging and clawback provisions are in place .
Employment Terms
| Agreement Type | Key Terms | Specific to Montgomery |
|---|---|---|
| Change-of-Control (CoC) Agreement (double trigger) | Monthly severance = 1/12 of (base salary + avg. last-36-month bonuses + last-12 months 401k contributions + last-12 months NQDC contributions); 18 months employer-paid medical; payments cut (not grossed up) to avoid IRC 280G excise tax if applicable . | If qualifying termination after CoC on 12/31/2024 basis: 24 months severance = $1,294,666; health benefits value = $44,653 . |
| Employment Agreement (non-CoC) | Separate employment agreements disclosed for CEO, CFO, CRO, CLO with severance and 12 months COBRA; no tax gross-ups; one-year non-compete and non-solicit . | No individual employment agreement for Montgomery disclosed; benefits for him are via CoC agreement only . |
| Clawback/Recoupment | Awards subject to recoupment upon restatement or misconduct; broader risk-balancing controls reviewed annually by Risk and Compensation Committees . | Applies to Montgomery as NEO . |
Related Policies, Peer Benchmarking, and Say-on-Pay
- Compensation benchmarking: 19-bank Mid-Atlantic/Midwest peer group; LTIP performance peer group is broader (U.S. banks 50%–200% of FCF’s assets) .
- Say-on-Pay: 97% approval at 2024 annual meeting, indicating strong shareholder support for pay design .
- Ownership/Trading policies: Anti-hedging and anti-pledging for directors and officers; executive ownership guidelines; recoupment policy .
Risk Indicators & Red Flags (as disclosed)
- Options repricing: Not permitted under the plan; no options outstanding .
- Hedging/Pledging: Prohibited .
- Tax gross-ups: No excise tax gross-ups in CoC agreements; payments reduced if needed .
- Related-party transactions: None disclosed involving Montgomery; related-party disclosure references a director lease only .
- Section 16 compliance: No late filings reported for 2024 .
Performance & Track Record Context (Company-level, used in incentives)
| Metric | 2024 |
|---|---|
| Core EPS | $1.40 |
| Core PTPP ROA | 1.78% |
| Company TSR (from $100 at 12/31/2019) | $140.16 |
| Peer Group TSR (S&P U.S. BMI Banks) | $143.68 |
Investment Implications
- Pay-for-performance alignment: Montgomery’s 2024 AIP payout at 123.5% of target was driven by strong relative efficiency and PTPP ROA with Core EPS below target, mirroring the company’s design emphasis on relative metrics amid rate uncertainty—supportive of alignment but sensitive to peer rank changes .
- Retention and selling pressure: Significant unvested RSUs/PRSUs (≈34.6k target units across cycles) and recent/near-term vesting events (17,250 shares vested on 2/27/2024; 13,536 shares approved to vest in Jan 2025) create periodic liquidity windows that can translate into selling pressure around vest dates; absence of options limits leverage risk .
- Alignment and governance: Beneficial ownership of 79,538 shares, compliance with ownership guidelines, and prohibitions on hedging/pledging indicate alignment; double-trigger CoC protection of 24 months suggests moderate retention strength without single-trigger windfalls or tax gross-ups .
- Execution scope and risk: As EVP Business Integration with oversight of product development, technology, and operations, Montgomery sits at the core of operational execution; incentive metrics (Core ROTCE, TSR, efficiency) squarely target his functional levers, which is constructive for accountability .
If you want, I can add a Form 4 insider-trading analysis to identify any open-market sales around vesting dates and quantify net share accumulation after tax-withholding; current proxy/10-K disclosures do not include transaction-level detail.