First Commonwealth Financial (FCF) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 28, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 2, 2026, are eligible to vote via internet, phone, mail, or during the meeting.

• The Board recommends voting in favor of all proposals, including the election of 12 directors, ratification of Ernst & Young LLP as auditors, and approval of executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, ratifying Ernst & Young LLP as independent auditors for 2026, and a non-binding advisory vote on executive compensation.

• Shareholder proposals and director nominations for the 2027 meeting must follow specific by-law and SEC Rule 14a-8 procedures.

• The Board recommends voting FOR all director nominees, auditor ratification, and executive compensation.

Board of directors and corporate governance

• The Board consists of 12 nominees, with a majority being independent and diverse in gender and ethnicity.

• The Chair and CEO roles are separated, and the Board conducts annual evaluations and executive sessions without management.

• Directors are subject to stock ownership guidelines and a mandatory retirement age of 75.

• Governance policies include anti-hedging, clawback, and annual board and committee evaluations.