Todd Brice
FIRST COMMONWEALTH FINANCIAL CORP /PA/About Todd D. Brice
Todd D. Brice, age 62, is an independent director nominee at First Commonwealth Financial Corporation (FCF). He currently serves as a Business Development Officer for The Reschini Group and previously led S&T Bancorp as President (from 2004), President/CEO (2008–2019), and CEO (2019–2021), bringing 34 years in banking with 18 years in executive management focused on operations, commercial lending, and corporate strategy. He holds a Business Administration degree from Grove City College and a Business Certificate from the Graduate School of Banking at the University of Wisconsin–Madison. The Board determined Mr. Brice is independent under NYSE standards; he is a 2025 nominee and not yet assigned to board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&T Bancorp | President; President/CEO; CEO | President from 2004; President/CEO 2008–2019; CEO 2019–2021 | Led operations, commercial lending, corporate strategy |
| Federal Reserve Bank of Cleveland (Pittsburgh Branch) | Board Director (prior) | Not disclosed | Regional banking oversight exposure |
| Indiana Regional Medical Center | Former Board Chair | Not disclosed | Hospital governance leadership |
External Roles
| Organization / Type | Role | Tenure | Notes |
|---|---|---|---|
| The Reschini Group (private) | Business Development Officer (current) | Not disclosed | Insurance/brokerage business development |
| Seton Hill University (non-profit) | Board Director | Not disclosed | Higher education governance |
| Pennsylvania Mountain Care Network (non-profit) | Board Director | Not disclosed | Regional healthcare collaboration governance |
| Indiana County YMCA (non-profit) | Former Board Director | Not disclosed | Community service governance |
Board Governance
- Independence: The Board determined Brice is independent under NYSE rules .
- Director nominee profile: Age 62; Independent; “Director since” listed as N/A; no committee assignments shown in the nominee summary .
- Committee rosters (2024): Audit, Compensation & Human Resources, Governance, and Risk Committees list no membership for Brice, consistent with nominee status; assignments TBD post-election .
- Board activity and attendance: Board met 10 times in 2024; all directors attended at least 75% of combined Board and committee meetings; all directors attended the annual meeting (not applicable to Brice prior to election) .
- Governance policies: Separate Chair/CEO with independent Chair; majority voting with resignation policy in uncontested elections; executive sessions; director stock ownership guidelines; anti-hedging/pledging; clawback policy .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board Member Retainer | $82,750 | Half paid in cash, half in shares at annual meeting grant date price; directors with ≥$400,000 in FCF stock may elect full cash |
| Committee Member Retainer | $8,000 | Per committee |
| Committee Chair Premium | $12,000 | Additional to committee member retainer |
| Audit Committee Chair Premium | $14,500 | Additional to committee member retainer |
| Non‑Executive Chair Annual Retainer | $100,000 | Applies to independent Chair |
Brice had no director compensation in 2024 as he was not yet serving; compensation would follow the above schedule upon election .
Performance Compensation
- Directors at FCF do not receive performance-based compensation (no options or PRSUs for directors); equity is delivered as the stock portion of the annual retainer .
- Company-level pay-for-performance (for executives overseen by the board) uses defined metrics; below are the current frameworks as a governance signal:
AIP (2024) Performance Goals and Weightings
| Performance Goal | Threshold | Target | Superior | Result | Weight – Risk Execs | Weight – Other NEOs |
|---|---|---|---|---|---|---|
| Core EPS ($) | 1.36 | 1.44 | 1.52 | 1.40 | 40% | 50% |
| Core PTPP ROA (relative to peers) | 25th pct | 50th pct | 75th pct | 77th pct | 15% | 25% |
| Core Efficiency Ratio (relative to peers) | 25th pct | 50th pct | 75th pct | 73rd pct | 15% | 25% |
| Individual Performance | Varies | Varies | Varies | See disclosure | 30% | 0% |
LTIP (2024–2026) PRSU Metrics
| Performance Goal | Weighting | Threshold | Target | Superior |
|---|---|---|---|---|
| Core ROTCE (relative to peers) | 50% | 25th pct | 50th pct | 75th pct |
| TSR (relative to peers) | 50% | 25th pct | 50th pct | 75th pct |
Governance signal: robust use of relative performance metrics; clawback provisions apply broadly to incentive plans .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Note |
|---|---|---|
| Indiana Regional Medical Center | Former Board Chair | Current FCF director Stephen A. Wolfe is IRMC President & CEO, indicating historical network overlap (no conflict disclosed) |
| Federal Reserve Bank of Cleveland (Pittsburgh Branch) | Former Board Director | Regulatory/central bank governance exposure |
| Seton Hill University; Pennsylvania Mountain Care Network; Indiana County YMCA | Director/Board roles (non-profit) | Civic/academic/healthcare network |
No related‑party transactions disclosed for Brice; Governance Committee reviews and approves related party transactions under a formal policy . A disclosed related‑party lease involves director Luke Latimer; Board concluded independence remained intact given NYSE quantitative limits and immateriality .
Expertise & Qualifications
- Extensive banking leadership: 34 years with 18 years in executive management; domain expertise in operations, commercial lending, corporate strategy .
- Governance and regulatory exposure: prior Fed branch directorship and multiple non-profit boards .
- Education: B.S. in Business Administration (Grove City College); Graduate School of Banking business certificate (University of Wisconsin–Madison) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Record Date |
|---|---|---|---|
| Todd D. Brice | 3,500 | <1% (total shares outstanding: 101,815,963) | March 3, 2025 |
- Director stock ownership guidelines: must own shares valued at least $206,875 (5x annual cash retainer) or 25,000 shares, whichever is less, within five years of initial election; 50% of retainer is paid in stock (full cash permitted for ≥$400,000 holders) .
- Anti‑hedging/pledging: prohibited for directors; company maintains anti‑hedging/pledging policies .
- Clawback: recoupment policy applies to incentive awards, supporting alignment and risk management .
Governance Assessment
- Positive signals: Independence confirmed; separation of Chair/CEO with independent Chair; majority voting/resignation policy in uncontested elections; executive sessions without management; director stock ownership guidelines; anti‑hedging/pledging; and clawback policy—collectively robust governance scaffolding that supports investor alignment .
- Board effectiveness: Clear committee mandates (Audit, Compensation & Human Resources, Governance, Risk), regular evaluations and continuing education; 2024 meeting cadence and attendance thresholds met by incumbents .
- Pay oversight credibility: Strong say‑on‑pay support (97% in 2024) and use of relative performance metrics in AIP/LTIP indicate disciplined pay‑for‑performance oversight at the board level .
- Potential watch‑items: Brice is a new independent nominee with no current committee assignments; integration and committee placement will be the first tangible signal of board deployment of his banking expertise. No Brice‑specific related‑party transactions were disclosed; ongoing monitoring remains standard under the Governance Committee’s policy .