T. Michael Price
FIRST COMMONWEALTH FINANCIAL CORP /PA/About T. Michael Price
T. Michael Price, age 62, is President and CEO of First Commonwealth Financial Corporation and CEO of First Commonwealth Bank; he has served on the FCF Board since March 2012 and previously served as interim CEO starting January 2012. He holds a BS from the University of Utah and an MBA from Cleveland State University, and spent over 25 years in executive banking roles at National City Bank prior to joining FCF in 2007 . Pay-versus-performance data show 2024 Net Income of $142.6 million and Core ROTCE of 14.95%; cumulative TSR value for a $100 investment at year-end 2024 was 140.16 versus peer group TSR of 143.68 . For the 2022–2024 LTIP cycle, FCF achieved Core ROTCE at the 85th percentile and TSR at the 66th percentile, resulting in PRSU payouts of 182% of target and vesting of 24,816 shares for Price, evidencing strong execution against peer-relative metrics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Commonwealth Financial Corp. | Interim President & CEO; then President & CEO | Jan 2012–Mar 2012 (interim); Mar 2012–present | Led corporate turnaround and performance focus; sustained peer-relative excellence on Core ROTCE/TSR |
| First Commonwealth Bank | President | Nov 2007–May 2013 | Drove bank-level operations and integration after joining FCF |
| National City Bank | CEO, Cincinnati & Northern Kentucky Region | Jul 2004–Nov 2007 | Ran regional P&L and growth initiatives |
| National City Bank | EVP & Head of Small Business Banking | Pre–Jul 2004 | Led small business banking segment nationally |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Indiana Regional Medical Center | Director | Current | Community healthcare governance; external board service |
| Pennsylvania Bankers Association | Chairman (prior) | Prior service | Industry leadership role (past) |
| First Commonwealth Bank | Director | Current | Subsidiary bank board |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 511,333 | 586,000 | 683,333 |
| Bonus ($) | 12,500 | 56,857 | 12,500 |
| All Other Compensation ($) | 24,475 | 26,040 | 27,080 |
| Total ($) | 1,350,670 | 1,387,155 | 1,661,340 |
Base salary change:
| Metric | 2023 Base | 2024 Base |
|---|---|---|
| T. Michael Price Base Salary ($) | 600,000 | 700,000 |
Compensation positioning and governance:
- Compensation peer analysis found CEO base salary at 87% of market median and target total direct compensation at 81% of median, with Meridian as independent consultant to the Compensation Committee .
- 2024 say‑on‑pay received 97% approval, indicating strong shareholder support .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcomes (non‑risk executives, including CEO):
| Metric | Weighting | Threshold | Target | Superior | Actual 2024 | Payout |
|---|---|---|---|---|---|---|
| Core EPS | 50% | $1.36 | $1.44 | $1.52 | $1.40 | 123.5% of target |
| Core PTPP ROA (relative) | 25% | 25th %ile | 50th %ile | 75th %ile | 77th %ile | 123.5% of target |
| Core Efficiency Ratio (relative) | 25% | 25th %ile | 50th %ile | 75th %ile | 73rd %ile | 123.5% of target |
AIP opportunity and earned payout:
| Metric | 2024 |
|---|---|
| AIP Target Opportunity ($) | 420,000 (grant set Mar 25, 2024) |
| AIP Earned/paid ($) | 518,700 |
Long-Term Incentive Plan (LTIP) – 2024–2026 design:
| Component | Weighting | Threshold | Target | Superior | Vesting Mechanics |
|---|---|---|---|---|---|
| PRSUs: Core ROTCE (relative) | 50% | 25th %ile | 50th %ile | 75th %ile | PRSUs vest based on relative performance vs peer group over 3 years |
| PRSUs: TSR (relative) | 50% | 25th %ile | 50th %ile | 75th %ile | Same as above; 40%–200% of target based on performance |
| Time‑vesting RSUs | — | — | — | — | Vest in a single installment on later of 3rd anniversary or PRSU certification |
2024 grants (counts and values):
| Grant | Date | PRSU Threshold (#) | PRSU Target (#) | PRSU Max (#) | Time RSUs (#) | Total Stock Awards FV ($) |
|---|---|---|---|---|---|---|
| 2024 LTIP Awards | Jan 29, 2024 | 5,520 | 13,800 | 27,600 | 13,800 | 419,727 |
| PRSU FV at target ($) | Jan 29, 2024 | — | — | — | — | 212,037 |
2022–2024 LTIP results and vesting (certified Jan 2025):
| Metric | Weighting | Result | Payout (% of target) |
|---|---|---|---|
| Core ROTCE (relative) | 50% | 85th %ile | 200% |
| TSR (relative) | 50% | 66th %ile | 164% |
| Shares Vested (Jan 2025) | PRSUs | Time RSUs | Total |
|---|---|---|---|
| T. Michael Price | 16,016 | 8,800 | 24,816 |
Options: FCF reported no outstanding stock options in 2024 .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Metric | Value |
|---|---|
| Shares beneficially owned | 370,010 |
| Shares outstanding (record date Mar 3, 2025) | 101,815,963 |
| Ownership as % of outstanding | ~0.36% (computed from shares owned and shares outstanding) |
| Director/Executive ownership policy | Anti‑hedging/pledging; stock ownership guidelines in place |
| CEO ownership guideline | 3x base salary; all executives exceed guidelines as of record date |
Unvested awards (as of Dec 31, 2024):
| Grant Date | Unvested Time RSUs (#) | Market Value ($) | Unearned PRSUs at Target (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| Jan 29, 2024 | 13,800 | 233,496 (at $16.92) | 13,800 | 233,496 (at $16.92) |
| Jan 30, 2023 | 13,800 | 233,496 (at $16.92) | 13,800 | 233,496 (at $16.92) |
| Jan 28, 2022 | 8,800 | 148,896 (at $16.92) | 8,800 | 148,896 (at $16.92) |
Vesting and realized value:
| Metric | 2024 |
|---|---|
| Shares acquired on vesting (#) | 36,450 |
| Value realized on vesting ($) | 475,673 |
Deferred compensation:
| Metric | 2024 Amount ($) |
|---|---|
| Executive contributions | 222,000 |
| Registrant contributions | 23,100 |
| Aggregate earnings | 177,039 |
| Year‑end balance | 1,629,589 |
Policies:
- Prohibits directors/officers from pledging, hedging, short sales, and derivatives on FCF stock .
- Executives restricted from selling equity‑comp until ownership guidelines met; all executives currently exceed guidelines .
Employment Terms
Employment agreement and severance:
| Term | Provision |
|---|---|
| Contract term | Successive one‑year terms ending Dec 31; either party may non‑renew with ≥60 days’ notice; current term ends Dec 31, 2024 |
| Severance (employment agreement) | If terminated without cause or resigns for good reason during the term: severance equal to one year’s base salary (subject to release) |
| Good reason/ Cause definitions | Enumerated reductions in role/salary/benefits/relocation beyond 50 miles; cause includes failure to perform, fraud, etc. |
| Non‑compete/Non‑solicit | One‑year non‑compete and one‑year non‑solicit post‑termination; confidentiality and return of information required |
| COBRA premiums (employment severance) | Company pays 12 months of COBRA |
| Estimated employment severance (12/31/2024) | $700,000 severance + $27,328 COBRA premiums |
Change of Control (double trigger):
| Element | Provision |
|---|---|
| Severance period | 24 months |
| Monthly calculation | 1/12 of (base salary + avg bonuses over prior 36 months + prior 12 months 401(k) contributions + prior 12 months non‑qualified deferred plan contributions) |
| Health benefits | Employer‑paid medical benefits continuation up to 18 months |
| 280G cutback | Payments reduced to avoid nondeductible/excise taxes; no tax gross‑ups |
| Estimated CoC payout (12/31/2024) | $2,313,300 severance + $43,041 health benefits (Price) |
Board Governance
Board service and independence:
| Attribute | Details |
|---|---|
| FCF Board service | Director since March 2012; also director of First Commonwealth Bank |
| Independence status | Not independent (employee director) |
| Committee memberships | None listed for Price; committees comprised of independent directors |
| Board structure | Separate Chair and CEO; independent non‑executive Chair (Jon L. Gorney) |
| Board composition | 12 directors; 10 independent; 10 board meetings in 2024 |
| Executive sessions | Independent directors meet without management present; regular executive sessions |
| Director compensation (employee) | CEO Price receives no additional director compensation |
| Director ownership guidelines | ≥$206,875 or 25,000 shares within 5 years; anti‑hedging/pledging policy |
Compensation Committee and practices:
- Compensation & Human Resources Committee: 6 independent directors; met 9 times in 2024; oversees CEO pay, succession, and plan design; uses Meridian Compensation Partners as independent consultant .
- Peer groups: 19 Mid‑Atlantic/Midwest banks for pay benchmarking; broader national asset‑based peer group for performance measurement .
- Clawback and risk: Incentive plans include clawback; annual risk assessments conclude comp programs do not encourage excessive risk; prohibitions on re‑pricing and liberal share recycling .
Director Compensation
Non‑employee director pay schedule (for context):
- Board member annual retainer $82,750 (half in cash, half in stock); committee member retainer $8,000; committee chair premium $12,000; Audit Chair premium $14,500; independent Board Chair retainer $100,000 .
- Price, as CEO, receives no incremental director compensation .
Multi‑Year Pay vs Performance Snapshot
| Year | SCT Total – Price ($) | Compensation Actually Paid – Price ($) | Company TSR ($100 basis) | Peer Group TSR ($100 basis) | Net Income ($000) | Core ROTCE (%) |
|---|---|---|---|---|---|---|
| 2020 | 1,004,817 | 713,566 | 79.11 | 87.24 | 73,447 | 10.78 |
| 2021 | 1,251,199 | 1,599,524 | 120.20 | 118.61 | 138,257 | 17.98 |
| 2022 | 1,350,670 | 1,406,268 | 107.81 | 98.38 | 128,181 | 17.49 |
| 2023 | 1,387,155 | 1,692,137 | 123.66 | 107.32 | 157,063 | 20.86 |
| 2024 | 1,661,340 | 1,796,319 | 140.16 | 143.68 | 142,572 | 14.95 |
Compensation Structure Analysis
- Shift toward equity/at‑risk pay: In 2024, CEO target compensation was majority variable (54% variable vs 46% fixed); other NEOs averaged 48% variable, emphasizing performance alignment .
- AIP design strengthened relative metrics: 2024 AIP moved PTPP ROA and Efficiency Ratio from absolute to relative measures amid rate uncertainty; payout at 123.5% reflects outperformance on peer‑relative measures despite Core EPS below target .
- LTIP focused on shareholder alignment: 2024–2026 LTIP balances Core ROTCE and TSR, with vesting ranging from 40% to 200% of target based on peer‑relative performance .
- Governance safeguards: Clawbacks, no excise tax gross‑ups, double‑trigger CoC, prohibition on option re‑pricing and hedging/pledging bolster alignment and reduce risk .
Risk Indicators & Red Flags
- Section 16 compliance: Company reported no late filings for directors and officers in 2024 .
- Hedging/pledging: Prohibited for directors/officers (reduces misalignment risk) .
- Tax gross‑ups: Not provided; CoC agreements use 280G cutback, not gross‑ups .
- Option re‑pricing: Prohibited .
Compensation Peer Group (Benchmarking)
Peer group of 19 regional banks used for compensation benchmarking and market checks includes Community Bank System, First Busey, First Financial Bancorp, First Merchants, Fulton Financial, Horizon Bancorp, Midland States, NBT Bancorp, Northwest Bancshares, Park National, Peoples Bancorp, Premier Financial, S&T Bancorp, Sandy Spring, Tompkins Financial, TowneBank, Univest, WesBanco, and WSFS Financial . Meridian concluded NEO compensation aligned with philosophy and competitive ranges .
Say‑on‑Pay & Shareholder Feedback
Say‑on‑pay advisory vote in 2024 received 97% support, viewed by the Committee as overwhelmingly favorable .
Investment Implications
- Strong pay‑for‑performance alignment: AIP/ LTIP designs tie payouts to Core EPS, Core ROTCE, and TSR relative to peers; recent LTIP results (182% PRSU payout; 24,816 shares vested) confirm execution and value creation, supporting medium‑term shareholder alignment .
- Retention risk moderate: Employment agreement provides one‑year salary severance and a one‑year non‑compete; double‑trigger CoC with 24 months payout reduces flight risk during strategic events without gross‑ups .
- Potential near‑term supply from vesting: Significant unvested RSUs across 2022–2024 and 2023–2025 and 2024–2026 cycles may result in ongoing vesting; 2024 vesting realized $475,673 on 36,450 shares for Price, and 2025 vesting totaled 24,816 shares—monitor for tax‑related disposals but note anti‑hedging/pledging limits .
- Governance mitigants: Separate chair/CEO, independent committees, clawbacks, and strong say‑on‑pay support minimize dual‑role and independence concerns from Price’s director role .