First Commonwealth Financial (FCF) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 29, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 3, 2025, are eligible to vote via internet, phone, mail, or during the meeting.

• The Board recommends voting for all director nominees, for the ratification of Ernst & Young LLP as auditors, and for the advisory vote on executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing 12 directors, ratifying Ernst & Young LLP as independent auditors for 2025, and approving a non-binding advisory vote on executive compensation.

• Shareholder proposals and director nominations must comply with by-law and SEC requirements, with specific deadlines for submission for the 2026 meeting.

• The Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The Board will be reduced from 15 to 12 members after the meeting, with a focus on diversity in gender, ethnicity, and professional background.

• At least two-thirds of directors must be independent; the Chair and CEO roles are separated.

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

• The Board and committees conduct regular performance evaluations and continuing education.

• Governance documents and communication channels with directors are accessible to shareholders.