Form 8-K - Current report

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)



Pennsylvania	001-11138	25-1428528
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 Philadelphia Street
Indiana,	PA	15701
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	FCF	New 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 5.02			Departure 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 9.01			Financial Statements and Exhibits

Exhibits


99.1			Press Release dated August 2, 2024 Announcing the Retirement of Brian Karrip and the Appointment of Brian Sohocki as Chief Credit Officer.
104			Cover 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


For IMMEDIATE Release			CONTACT:
August 2, 2024			Kris 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.

# # # #

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