Stephen Wolfe
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Stephen A. Wolfe
Stephen A. Wolfe, age 60, is President and CEO of Indiana Regional Medical Center since 1999 and joined First Commonwealth Financial Corporation’s Board in April 2017. He is an independent director under NYSE standards and serves on the Compensation & Human Resources Committee; he is also a director of First Commonwealth Bank. Wolfe holds a B.S. in Pharmacy from Temple University and an MPA from Penn State University, and is founder/chair of regional healthcare alliances, bringing strategic planning and organizational development expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana Regional Medical Center | President & CEO | 1999–present | Long-tenured operating leadership; healthcare operations insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennsylvania Mountains Healthcare Alliance | Founder, President & Chairman | Not disclosed | Health information exchange leadership; network-building |
| Pennsylvania Mountain Care Network | Chairman | Not disclosed | Collaboration across hospitals; regional care network |
| Indiana County Chamber of Commerce | Chairman (prior service) | Not disclosed | Civic leadership |
| Indiana County Development Corporation; Center for Economic Operations | Member | Not disclosed | Regional economic ties |
| Seeds of Faith Christian Academy | Co-founder & Chairman | Not disclosed | Community engagement |
| United Way | Campaign Chair | Not disclosed | Philanthropy |
Board Governance
- Independence: The Board determined Wolfe is independent under NYSE rules .
- Committee assignments: Member, Compensation & Human Resources Committee; not listed on Audit, Governance, or Risk .
- Committee meeting cadence (2024): Compensation & HR (9), Audit (8), Governance (5), Risk (8); all committees composed of independent directors per charters .
- Attendance: Board met 10 times in 2024; all directors attended at least 75% of combined Board and committee meetings and attended the annual meeting .
- Director stock ownership guidelines: Directors must hold at least $206,875 in value (5× annual cash retainer) or 25,000 shares, within five years; 50% of annual retainer is paid in stock; directors with ≥$400,000 in holdings may elect full cash .
- Governance practices: Separate independent Chair; majority voting with resignation policy; executive sessions without management; clawback policy; anti-hedging and pledging policies .
Fixed Compensation
Director compensation mix is retainer-based with a cash/equity split; no per-meeting fees are disclosed. Wolfe’s actual compensation:
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | 49,375 | 49,375 |
| Stock Awards (retainer shares, grant date fair value) | 41,375 | 41,375 |
| All Other Compensation | 0 | 0 |
| Total | 90,750 | 90,750 |
Director compensation schedule (applies to non-management directors):
- Board Member Retainer: $82,750 (50% cash, 50% stock; optional full cash if holdings ≥$400,000) .
- Committee Member Retainer: $8,000 .
- Committee Chair Premium: $12,000; Audit Committee Chair Premium: $14,500 .
- Non-executive Board Chair: additional $100,000 annual retainer .
Performance Compensation
- No performance-based pay disclosed for non-employee directors; equity is delivered as a fixed portion of the retainer (time-based, not performance-conditioned). No TSR/EBITDA/ESG metrics tied to director compensation are disclosed .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| First Commonwealth Bank | Subsidiary bank | Director | Standard subsidiary directorship; not a conflict per se |
| Other public company boards | Public | Not disclosed | No other public company directorships disclosed |
Governance Committee reviews and approves related party transactions; one disclosed lease involves another director (Latimer), not Wolfe. Loans to directors/officers are on market terms and in the ordinary course . No related-party transactions involving Wolfe are disclosed .
Expertise & Qualifications
- Degrees: B.S. Pharmacy (Temple University); MPA (Penn State) .
- Industry/functional expertise: Hospital operations leadership, health information exchange founder/chair, organizational development, strategic planning .
- Governance credentials: Member, Compensation & Human Resources Committee; signatory to Compensation Committee Report .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned | 25,109 |
| % of Shares Outstanding | <1% (shares outstanding 101,815,963) |
| Director Ownership Guideline | ≥$206,875 (5× annual cash retainer) or ≥25,000 shares within 5 years |
| Compliance Status | Meets share-count test (holds 25,109 vs. 25,000 guideline) |
| Anti-Hedging/Pledging Policy | Prohibits pledging on margin, short sales, derivatives, or hedging by directors/officers |
| Pledged Shares | None disclosed in proxy; policy prohibits pledging |
Governance Assessment
- Alignment: Equity makes up 50% of the director retainer, reinforcing alignment; Wolfe meets director ownership guidelines by share-count threshold .
- Engagement: Member of an active Compensation & HR Committee (9 meetings in 2024) with responsibilities over CEO/NEO pay, succession, and clawbacks; all directors met ≥75% attendance and attended the annual meeting .
- Independence and conflicts: Board affirmed independence; no related-party transactions reported for Wolfe; comprehensive RPT policy and independent review process in place .
- Compensation governance: No performance-based director pay (common for banks); Governance Committee annually reviews director pay levels; clawback, anti-hedging/pledging policies support investor-friendly practices .
RED FLAGS: None disclosed specific to Wolfe. Monitoring areas include continued ownership above the guideline threshold and ongoing oversight of executive pay through his Compensation & HR Committee role, especially around change-of-control/severance terms and adherence to clawback policies .