falseFIRST COMMONWEALTH FINANCIAL CORP /PA/25-14285282024FY000071253700007125372024-07-292024-07-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
  
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2024
 
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
 
Pennsylvania001-1113825-1428528
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
601 Philadelphia Street
Indiana, PA15701
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (724) 349-7220
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueFCFNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 29, 2024, Brian Karrip, Executive Vice President of First Commonwealth Financial Corporation (the “Company”) and Executive Vice President and Chief Credit Officer of First Commonwealth Bank, notified the Company that he intends to retire as of August 15, 2024. In connection with Mr. Karrip’s separation from service, the Company entered into a Separation Agreement with Mr. Karrip providing for the termination of Mr. Karrip’s Employment Agreement and the settlement of his outstanding equity and non-equity incentive plan awards.
Pursuant to the Separation Agreement, the Company will continue to pay Mr. Karrip’s base salary for a period of 12 months following the termination of his employment at the current salary rate of $424,000 and provide healthcare continuation coverage at the Company’s expense under COBRA through June 30, 2025. The Company will also pay Mr. Karrip’s award under the 2024 Annual Incentive Plan at the target level of $169,600 on January 15, 2025 and pay cash in an amount equal to the value of 19,633 shares of the Company’s stock based on the 10-day average price as of August 14, 2024 in satisfaction of Mr. Karrip’s awards under the 2022-2024 Long-Term Incentive Plan (LTIP), 2023-2025 LTIP and 2024-2026 LTIP. In exchange for the foregoing consideration, Mr. Karrip will execute a release and make confidentiality and certain other covenants in favor of the Company.
On August 2, 2024, the Company issued a press release announcing Mr. Karrip’s retirement and the appointment of Brian Sohocki, Deputy Chief Credit Officer as Chief Credit Officer in accordance with the Company’s succession plan. A copy of the press release is furnished as Exhibit 99.1 to this Report.
Item 9.01Financial Statements and Exhibits
Exhibits
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 2, 2024
 
FIRST COMMONWEALTH FINANCIAL CORPORATION
By:   /s/ James R. Reske
Name: James R. Reske
Title: Executive Vice President, Chief Financial Officer and Treasurer


                                                
Exhibit 99.1

image.jpg                    
For IMMEDIATE ReleaseCONTACT:
August 2, 2024Kris Levan
Marketing & Communications Manager
(724) 388-7993
klevan@fcbanking.com


First Commonwealth CCO Retires; Deputy CCO Moves Up
INDIANA, Pa. (August 2) – First Commonwealth Bank has announced that Chief Credit Officer Brian Karrip will retire on August 15, 2024.
Karrip has led the Credit Administration area for First Commonwealth Bank, which includes a team of 88 employees, for nearly eight years. He is an executive officer of First Commonwealth Financial Corporation.
Brian joined First Commonwealth as CCO in September of 2016, following leadership roles with FirstMerit Bank; National City Bank and KeyBanc Capital Markets.
“It has been one of my greatest honors to lead Credit Administration over the past eight years. The team is smart, dedicated and committed to success,” Karrip said.
He added, “I’m proud to have played a role in our Bank’s strong performance. I’m proud that our financial results put us at the top of the peer group. I’m proud to have served with the leadership team as well as all of our teammates across the Company.”
In preparation for a move toward retirement, Karrip and the Bank’s leadership team named Brian Sohocki as Deputy Chief Credit Officer in 2021. Sohocki will move into the role of Chief Credit Officer on August 16 and will be appointed as an Executive Officer.
Brian Sohocki has been part of the First Commonwealth team for 14 years in roles including, C&I Group Manager and Corporate Banking Team Leader. During that time, Sohocki was instrumental in the development of First Commonwealth’s Sponsor Finance Group and C&I growth initiatives. Prior to joining the First Commonwealth team in 2010, Sohocki had Relationship Manager roles at M&T Bank.
Brian is active in the community, currently serving on the Junior Achievement of Western Pennsylvania Board of directors.
CEO Mike Price shared these thoughts about the changes:
“Brian Karrip has been a meaningful part of our organization and my leadership team for almost eight years. I have a lot of appreciation for him and for the entire credit team. I am especially grateful for the contributions Brian has made during his time with First Commonwealth,” Mike said. “I know that Brian Sohocki will make a seamless transition into the Chief Credit Officer role, and I look forward to his leadership as we continue to take care of our customers’ credit needs.”
***

                                                
About First Commonwealth
First Commonwealth Financial Corporation (NYSE: FCF), headquartered in Indiana, Pennsylvania, is a financial services company with 126 community banking offices in 30 counties throughout Pennsylvania and Ohio, as well as business banking centers in Harrisburg and Pittsburgh, Pennsylvania, and Canton, Cincinnati, Cleveland and Columbus, Ohio. The company also operates mortgage offices in Wexford, Pennsylvania, as well as Hudson and Lewis Center, Ohio. First Commonwealth provides a full range of commercial banking, consumer banking, mortgage, wealth management and insurance products and services through its subsidiaries First Commonwealth Bank and First Commonwealth Insurance Agency. For more information about First Commonwealth or to open an account today, please visit www.fcbanking.com.


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Document and Entity Information Document and Entity Information
Jul. 29, 2024
Document Information [Line Items]  
Entity Incorporation, State or Country Code PA
Amendment Flag false
Entity Registrant Name FIRST COMMONWEALTH FINANCIAL CORP /PA/
Document Fiscal Year Focus 2024
Entity Address, State or Province PA
Entity File Number 001-11138
Entity Tax Identification Number 25-1428528
Document Type 8-K
Entity Address, Address Line One 601 Philadelphia Street
Entity Address, City or Town Indiana,
Entity Address, Postal Zip Code 15701
Document Period End Date Jul. 29, 2024
City Area Code 724
Local Phone Number 349-7220
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Document Fiscal Period Focus FY
Entity Central Index Key 0000712537
Title of 12(b) Security Common Stock, $1.00 par value
Trading Symbol FCF
Security Exchange Name NYSE
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