Ray Charley
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Ray T. Charley
Ray T. Charley, age 73, is an independent director of First Commonwealth Financial Corporation (FCF) and has served on the board since 1998 following FCF’s merger with Southwest National Corporation, where he was a director since 1989 . He is Chief Executive Officer of Thomi Co., an operator of retail grocery stores, since 1983, and holds a Bachelor’s degree from Duquesne University and a law degree from Penn State’s Dickinson School of Law . Charley currently serves on FCF’s Governance Committee and Compensation & Human Resources Committee and is also a director of First Commonwealth Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest National Corporation | Director | 1989–1998 | Joined FCF board via merger in 1998 |
| First Commonwealth Financial Corporation | Director (Independent) | 1998–Present | Governance Committee; Compensation & Human Resources Committee |
| Excela Health Holding Co. | Former Officer | Not disclosed | Healthcare governance experience |
| Various charitable organizations | Director/Leadership | Not disclosed | Community leadership noted |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Thomi Co. (retail grocery operator) | Chief Executive Officer | 1983–Present | Private company; operator in Greensburg, PA |
| Westmoreland Frick Hospital Foundation (Excela Health) | Chair | Current | Healthcare foundation leadership |
| First Commonwealth Bank | Director | Current | Affiliate bank directorship |
Board Governance
- Independence: The Board determined Charley is independent under NYSE standards and FCF’s guidelines .
- Committee assignments: Compensation & Human Resources (member; committee met 9 times in 2024; Chair: Robert J. Ventura) and Governance (member; committee met 5 times in 2024; Chair: David W. Greenfield) .
- Attendance: The Board met 10 times in 2024; all directors attended at least 75% of Board and committee meetings and attended the annual meeting .
- Structure and policies: Separate independent Chair (Jon L. Gorney); majority voting in director elections; executive sessions without management; anti‑hedging and pledging; clawback policy; director stock ownership guidelines (≥$206,875 or 25,000 shares; guideline to be met within 5 years) .
- Board diversity and size: Board reduced to 12 directors post-2025 annual meeting; governance criteria emphasize integrity, time commitment, and lack of conflicts .
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Board Member Retainer (standard schedule) | 82,750 | Half in cash, half in stock; directors with ≥$400,000 ownership may elect all cash |
| Committee Member Retainer (per committee) | 8,000 | Applies to each standing committee |
| Committee Chair Premium | 12,000 | Not applicable to Charley (not a chair) |
| Audit Committee Chair Premium | 14,500 | Not applicable to Charley |
| Charley – Cash fees earned (2024) | 57,375 | Comprised of cash half of board retainer (41,375) + two committee retainers (16,000) |
| Charley – Stock awards (2024) | 41,375 | Represents stock portion of annual retainer at grant-date fair value |
| Charley – Total director compensation (2024) | 98,750 | Sum of cash + stock; no other compensation |
Directors receive 50% of the annual retainer in shares based on the closing price on the date of the annual meeting; no meeting fees are disclosed for directors. The non-executive Board Chair receives an additional $100,000 retainer (not applicable to Charley) .
Performance Compensation (Oversight Focus)
Directors do not receive performance-based compensation; Charley’s equity reflects the stock portion of the annual retainer without performance conditions . As a member of the Compensation & Human Resources Committee, Charley oversees executive pay programs tied to the following 2024 metrics and results:
| Metric (2024 AIP) | Threshold | Target | Superior | Result | Weight (All Other NEOs) |
|---|---|---|---|---|---|
| Core EPS ($) | 1.36 | 1.44 | 1.52 | 1.40 | 50% |
| Core PTPP ROA vs Peers (percentile) | 25th | 50th | 75th | 77th | 25% |
| Core Efficiency Ratio vs Peers (percentile) | 25th | 50th | 75th | 73rd | 25% |
- Outcome: 2024 AIP payouts at 123.5% of target for NEOs; LTIP PRSUs (2022–2024) paid at 182% of target due to ROTCE at 85th percentile and TSR at 66th percentile; overall LTIP award at 141% of target .
- Governance signals: Independent consultant Meridian engaged only by Board committees; clawback policy; double-trigger change-of-control; no option repricing; anti-hedging/pledging .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Charley |
| Private/non-profit boards | Chair, Westmoreland Frick Hospital Foundation; former officer, Excela Health Holding Co.; various charitable organizations |
| Interlocks/conflicts | None disclosed involving Charley; Board reviewed Latimer’s lease transaction and maintained independence standards; no related-party transactions for Charley noted |
Expertise & Qualifications
- CEO experience overseeing retail operations and governance in the financial services sector; long-standing board service since 1998 .
- Legal training (JD) and business background (BA), supporting oversight of compensation, governance policies, and regulatory prudence .
- Community and healthcare foundation leadership, contributing stakeholder and reputational perspectives to risk and governance discussions .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Ray T. Charley | 331,596 | * | Less than 1% of 101,815,963 shares outstanding |
| Included: Charley Family Investments, LP | 289,858 | * | Charley has sole voting/investment power as manager of GP |
| Included: Trusts for children | 18,000 | * | Charley as trustee with sole voting/investment power |
- Stock ownership guideline for directors: ≥$206,875 (5× annual cash retainer) or 25,000 shares; Charley materially exceeds the guideline through direct and indirect holdings .
- Policy prohibits hedging and pledging by directors and officers; no pledging/hedging activity disclosed for Charley .
Governance Assessment
- Strengths: Independence confirmed; long-tenured experience; active membership on Compensation & Governance committees; robust governance framework (separate independent Chair, majority voting, executive sessions, clawback, anti-hedging/pledging, director ownership guidelines) .
- Alignment: Director pay uses equity retainer to reinforce ownership; Charley’s substantial shareholdings and oversight of performance-tied executive incentives support pay-for-performance alignment; say‑on‑pay received 97% approval in 2024, indicating investor support .
- Risks/Watch items: Approaching mandatory retirement age 75 may imply succession planning considerations for board continuity; no Charley-specific related-party transactions disclosed; ownership includes family LP/trusts but no pledging or conflicts noted under policy review .
- Overall: Governance quality appears sound with active committee engagement and strong policies; limited conflict exposure for Charley and high ownership alignment support investor confidence .