Independent
Tenure on this board
1.1 yrs
12 nominees · 3 ballot items.
Election of 12 directors; Ratification of Ernst & Young LLP as independent auditors for 2026; Advisory (non-binding) vote to approve named executive officer compensation.
Elect twelve (12) nominees named in the proxy statement to the Board of Directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as First Commonwealth’s independent auditors for the 2026 fiscal year.
The proposal asks shareholders to ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent external auditors for 2026. Management is seeking shareholder ratification to solicit shareholder input and affirm the Audit Committee’s choice; while approval is not legally required, ratification would reaffirm the Audit Committee’s judgment and reduce the likelihood of a change absent committee intervention. The proxy outlines the Audit Committee’s evaluation factors — professional qualifications, independence safeguards, industry expertise, fee appropriateness, PCAOB inspection results, committee and management annual evaluations, and the potential disruption from changing auditors — to justify the recommendation. The Board recommends a FOR vote, noting Ernst & Young’s tenure since 2019 and the Audit Committee’s ongoing authority to change auditors during the year if warranted. The proposal is routine in nature for audit ratification and generally non-controversial, with the primary shareholder consideration being audit quality, fees and independence; the committee’s disclosure of these evaluation criteria is designed to address those concerns.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables in the proxy statement.
This management proposal seeks a non-binding advisory vote approving the Company’s named executive officer compensation as described in the CD&A and compensation tables. Management seeks shareholder approval to validate its executive compensation philosophy emphasizing pay-for-performance, a mix of short- and long-term incentives, and significant equity-based compensation aimed at aligning executive and shareholder interests. The Compensation Committee highlights 2025 performance metrics (Core EPS, Core PTPP ROA, Core Efficiency Ratio, Core ROTCE and TSR), the use of an independent compensation consultant, stock ownership guidelines, clawback provisions, limits on perquisites, and double-trigger change-of-control protections as governance features designed to mitigate excessive risk and align pay with long-term shareholder value. The advisory vote is not binding but will be considered by the Committee and Board in future compensation decisions; given prior high-support results, the Board recommends a FOR vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.60% | 10,776,282 | $189M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.12% | 6,226,135 | $109M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.00% | 6,096,170 | $107M |
| 4 | STATE STREET CORP | 4.84% | 4,917,666 | $86M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 4,414,287 | $78M |
| 6 | FRANKLIN RESOURCES INC | 3.88% | 3,950,078 | $69M |
| 7 | BlackRock, Inc. | 2.86% | 2,904,610 | $51M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 2.68% | 2,720,201 | $48M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.11% | 2,146,249 | $38M |
| 10 | Mariner, LLC | 2.02% | 2,049,887 | $36M |
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