DEF 14A of FNB Corp/Pa/, Mar 29, 2024

DEF 14A of FNB Corp/Pa/

Filed Mar 29, 2024 · FY20230001193125-24-081521

Open on EDGAR

  1. Pittsburgh, PA 15212

    Pittsburgh, PA 15212 Our Proxy Statement contains information relative to our 2024 Annual Meeting of Shareholders (Annual Meeting) to be held on Wednesday, May 8, 2024, beginning at 8:30 AM, Eastern Time (ET). This year’s Annual Meeting will be held in an interactive, virtual-only format through a live webcast. We will provide the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/FNB2024. The Annual Meeting presentation will be available online during the meeting and, during the 30 days following the meeting, a replay of the meeting will be posted on FNB’s website at www.fnb-online.com/investors. For further information on how to participate in the meeting, please see Accessing Our Annual Meeting and About Our Annual Meeting in this Proxy Statement. This Proxy Statement also relates to any adjournment of our Annual Meeting. This Proxy Statement was prepared under the direction of the F.N.B. Corporation Board of Directors to solicit your proxy for use at the Annual Meeting. Our Proxy Statement and proxy voting card became available on March 29, 2024, and on that date, we commenced the mailing and distribution of our Proxy Statement and the accompanying proxy card to our shareholders of record as of March 6, 2024. We will bear all costs of preparing and distributing our proxy materials to our shareholders. We will, upon request, reimburse brokers, nominees, fiduciaries, custodians and other record holders for their reasonable expenses in forwarding our proxy materials to beneficial owners. Throughout this Proxy Statement, we summarize, describe or make references to various F.N.B. Corporation corporate governance documents, committee charters, ethical codes and policies. Should you desire to review these corporate governance documents and policies, you will find the corresponding weblink for each under Annex C. We use the following terms in this Proxy Statement:

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    | • | “We,” “us,” “our,” “FNB,” “Company,” or “Corporation” means F.N.B. Corporation and its subsidiaries and affiliates; |

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    | • | “Board” means the joint F.N.B. Corporation and First National Bank of Pennsylvania Boards of Directors; |

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    | • | “FNBPA” or “Bank” means First National Bank of Pennsylvania, our bank subsidiary; |

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    | • | “CEO” means Chief Executive Officer; and |

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    | • | “NEO” means Named Executive Officer. |

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    | Highlights of Superior Governance Practices |

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    Our governance practices promote Board effectiveness and the interests of shareholders. These practices adhere to widely recognized public company best practices and are described in additional detail under the Foundational Governance Principles discussion in the Corporate Governance section of this Proxy Statement. Access to the corporate governance policies, guidelines and other documents can be found on our website at www.fnb-online.com/governance (see also Annex C).

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    | Robust Shareholder Engagement Program |

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    | Annual Engagement With Shareholders | • In 2023 and the first quarter of 2024, we held over 135 shareholder engagements with investors. This included in-person and virtual meetings, phone calls and conferences. • ESG-related engagement was offered to shareholders owning, in the aggregate, more than 76% of our outstanding shares. | | Broad Scope Discussions | FNB tailors its engagements by aligning discussion topics with shareholders’ interests, including, but not limited to: • Board and Corporate Governance • Executive Compensation • Financial Performance and Business Strategy • ESG matters, including human capital, environmental sustainability and risk management, and cybersecurity • Enhanced Proxy Statement disclosures regarding governance, compensation and other matters • Changes to governance and compensation practices | | Responsive to Shareholder Feedback | • Informs Board decisions on corporate responsibility, governance and compensation matters, and enhances company disclosures and practices regarding such matters. |

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    | 2023-2024 Shareholder-Proxy Advisor Engagement Feedback | | | Shareholder/Proxy Advisor Feedback | FNB Disclosure Updates | | Board and Corporate Governance • Board composition considerations – skills, experience, diversity, tenure, refreshment, and self-assessment | See the following sections of the Proxy Statement for disclosures responsive to feedback: • Board Refreshment and Self Assessment: Board Succession, Refreshment and Self Assessment Processes; Board Qualifications – FNB Board Skill Matrix and Biographical Information of Director-Nominees; Board Tenure - Proposal 1. Election of Board of Directors | | • Proxy access | • See FNB bylaws | | Executive Compensation • NEO employment agreements | For detailed discussion, please see Say-on-Pay Support and Shareholder Engagement in the Compensation Discussion and Analysis (CD&A). No FNB NEO has an employment agreement with a single trigger change in control feature. | | ESG Matters Requested additional information around: • Board oversight of ESG | For detailed discussion on the following, please see: • Board and committee oversight of ESG matters: ESG Highlights - ESG Structure; 2023 F.N.B. Corporation Corporate Responsibility Report (additional information will be disclosed in the 2024 F.N.B. Corporate Responsibility Report to be published later in 2024) | | • Employee matters, such as employee attraction, retention, and diversity and inclusion | • Employee matters: 2023 F.N.B. Corporation Corporate Responsibility Report (additional information will be disclosed in the 2024 F.N.B. Corporation Corporate Responsibility Report to be published later in 2024) and Human Capital discussion in FNB 2023 Form 10-K | | • Cybersecurity risk management oversight | • Cybersecurity oversight: See discussion in the proxy statement in section, Cybersecurity Risk Management Protocols |

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    | ESG Highlights |

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    The Board remains continually vigilant regarding the Company’s longstanding commitment to create long-term value for our shareholders while overseeing FNB’s commitment to maintaining a culture and work environment focused on the health, safety, equality and dignity of all employees, addressing consumer needs, helping businesses thrive and prosper, becoming an integral part of and investing in the welfare of our communities, including responsible and affordable products for historically underserved neighborhoods and communities, and promoting a cleaner and sustainable environment. We believe our four primary focus areas highlighted below, along with the corporate responsibility strategies detailed in the 2023 F.N.B. Corporation Corporate Responsibility Report (refer to weblink in Annex C) best illustrate multiple ways in which our corporate culture and commitment embraces impactful strategies and tactics that benefit all of our ESG stakeholders.

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    | Environmental Stewardship | Human Capital Management | Community Investment | Business and Consumer Commitment | | We have been intentional about lowering our environmental impact and mitigating, including carbon emissions, through implementation of sustainability strategies for our Company communities and employees and offer products to enable our clients to pursue responsible and sustainable environmental plans. | We strive to build a diverse workforce where employees receive competitive compensation and benefits, equal opportunities, a strong sense of belonging while cultivating a work environment where all our employees learn, grow, advance, and prosper as contributing members of FNB’s success and being integral participants in our communities. | We value being a good corporate citizen and we aim to improve the quality of life in the communities we serve, including our employees’ broad-based commitment to volunteering opportunities, our substantial investments in our communities that have been historically underserved, and deploying vendor practices which advance opportunities for women and minority businesses. | We help consumers, small businesses, commercial customers, and wealth clients achieve economic success and financial security by engaging in equitable and responsible practices and by maintaining mutually beneficial relationships based on trust, integrity, equality, and fairness. We ensure that our specially tailored financial products and services remain affordable and appropriate for all our clients and serve as the foundation for homeownership, small and medium size business financial success and wealth building. |

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    The following chart highlights the breadth and scope of our ESG strategies and related plans that impact our various stakeholders: In view of the complexity, breadth, and diversity of the Board’s ESG oversight responsibilities, the Board has assigned principal oversight of ESG to the Nominating and Corporate Governance Committee while also delegating to each Company standing Board committee ESG review and oversight responsibility relative to topics ancillary to each committee’s relevant expertise. We believe the design of FNB’s ESG structure promotes an appropriate level of Board oversight of FNB’s ESG strategies, plans and initiatives, while maintaining its principal focus of driving long-term shareholder value: ESG STRUCTURE

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    | BOARD LEVEL | | FNB employs a mix of Board and Board Committee oversight, with the Nominating and Corporate Governance Committee assigned principal oversight, while also leveraging the expertise of its other standing committees on ESG matters relative to each committee’s expertise. | | EXECUTIVE LEADERSHIP | | The CEO and executive management develop, implement, support, advance and monitor FNB’s ESG strategies and initiatives. | | CORPORATE RESPONSIBILITY GROUP | | FNB’s Director of Corporate Responsibility spearheads the cross-functional ESG group, consisting of representatives from critical support functions and business groups, which collaborate, monitor, plan and report to the Board and executive management on ESG and diversity/inclusion strategies and initiatives. | | BUSINESS AND SUPPORT AREAS | | Execution of FNB’s ESG strategies is the responsibility of business and support areas and lines of business which have a role in FNB’s ESG performance. |

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    Additional information about our corporate responsibility and sustainability strategies and tactics will be further detailed in our 2024 Corporate Responsibility report that will be available at a later date in 2024. You may access the weblink to the F.N.B. Corporation 2023 Corporate Responsibility Report in Annex C. PROPOSAL 1. ELECTION OF OUR BOARD OF DIRECTORS

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    | The FNB Board has been deliberate in cultivating and maintaining a Board that possesses the proper mix of skills, expertise and experience to enable it to effectively fulfill the Board’s myriad fiduciary oversight responsibilities, including FNB’s long-term shareholder value creation strategies. We are asking shareholders to elect the 2024 nominees named in this Proxy Statement and listed in the “Nominees for Election” table to serve on the FNB Board of Directors until the 2025 Annual Meeting of Shareholders or until each of their successors have been duly elected and qualified. In addition to all our outside directors being independent (our CEO Delie being the only non-outside director), our director-nominee candidates for election at our Annual Meeting are a highly-qualified group of individuals who collectively possess diverse backgrounds and perspectives, skills and experience consistent with our Board Composition Criteria (described under Criteria and Considerations for Recommending Director - Nominees), and the requisite leadership, risk management and strategic planning qualifications uniquely aligned with FNB’s business and risk management strategies that are necessary to oversee FNB’s management, financial performance, risk management and business operations (see Biographical Information of Director-Nominees and FNB Board Skill Matrix (Director Skill Matrix)). Our Board has determined to set the number of directors, as of the 2024 Annual Meeting, at 11. | | | | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES |

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    The Nominating and Governance Committee’s assessment of each director’s effectiveness and contributions to the Board avoids an overly mechanistic approach that potentially could deprive FNB of directors who possess valuable and, oftentimes, deeper and irreplaceable knowledge and experience gained from varying economic cycles, banking industry crises, and challenging regulatory landscapes that have impacted the financial services industry and that the Company has encountered over an extended period of time. Moreover, the Board and Nominating and Corporate Governance Committee consider important, intangible attributes, such as proactive engagement, judicious foresight and understanding of FNB’s culture and values that enable a director to contribute to the Board’s ability to operate effectively and engage in prudent governance and decision-making processes. The Nominating and Governance Committee’s and the Board’s nomination of a longer-tenured director reflects, in each case, the determination that such director continues to exhibit strong independence and a willingness to challenge management when necessary, while recognizing that such director possesses a unique perspective and insight that complements the fresher approaches of the lesser-tenured Board members. The Board believes its flexible approach to considering re-nomination of longer-tenured directors results in a more balanced Board from a succession planning and tenure perspective. Consequently, the Board and Nominating and Corporate Governance Committee believe that certain qualified longer-tenured directors possess unique perspectives regarding emerging challenges and risks since they possess a broader understanding of the significant historical, financial, economic, regulatory and other complex issues that have plagued the financial services industry, thereby making such directors indispensable in providing insight into the Company’s strategies and responses to industry-related crises. Conversely, while recognizing the values, perspectives and experience of certain longer-tenured directors, the Board understands that a static board lacking periodic refreshment is not in the best interests of shareholders. The Nominating and Corporate Governance Committee and the Board engage in careful discussions and deliberations for purposes of maintaining an appropriate mix of lesser- and longer-term directors. Notably, in the prior ten (10) years there has been a turnover of ten (10) FNB directors. Our Board and Nominating and Corporate Governance Committee’s consideration of individual director tenures remains an iterative process which entails careful and objective deliberation as to whether each longer-tenured director continues to consistently demonstrate the requisite independent attributes and commitment required to objectively oversee and, when necessary, challenge management in furtherance of shareholder interests. In view of feedback received from a proxy advisory firm and certain institutional shareholder policies concerning director tenure, in 2023 our Nominating and Corporate Governance Committee sought to gain a broader perspective on the implications of longer-term directors through examination of recent relevant academic studies and our internal risk management study focused on the 2023 disruptions in the financial services industry. Significantly, the results of an important study published in December 2021, based on 15 years of data derived from 1,500 S&P companies, found that companies with longer-term directors perform better than boards composed of lesser-tenured directors, particularly for companies similar to FNB, which have complex operations and are in a more mature stage of their life cycle. (Long-tenured independent directors and firm performance, Strategic Management Journal, Volume 43, Issue 8, August 2022, pages 1602-1634) Also, consistent with its governance risk management responsibilities, the Nominating and Corporate Governance Committee reviewed the board structure and composition of the three large financial institutions which failed in early 2023 and a fourth bank on the FDIC watch list. This analysis found in each case that the failed and problem financial institutions were composed of directors with significantly limited tenures as compared to industry director terms and FNB’s directors’ tenures. The Nominating and Governance Committee and the Board concluded these perspectives on director tenures were instructive in its deliberations and considerations on director nominations, particularly in view of the complexity and volatility of the economic, financial, and regulatory issues historically impacting the financial services industry. We do not know of any reason why any nominee named in this Proxy Statement would be unable to serve as a director if elected. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as may be nominated in accordance with our bylaws. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Each nominee for election as a director was elected as a director at our 2023 Annual Meeting. No director or nominee has a family relationship to any other director-nominee for director or executive officer.

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    | Criteria and Considerations for Recommending Director-Nominees |

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    The Nominating and Corporate Governance Committee assists the Board with reviewing and evaluating individuals who are qualified to become FNB Board members. The committee’s evaluative process entails consideration of our Board-approved director qualification criteria set forth in our F.N.B. Corporation Corporate Governance Guidelines, application of our Director Skill Matrix (see Biographical Information of Director-Nominees and FNB Board Skill Matrix), and “Board Composition Criteria” described below to make its determinations relative to recommending director-nominees at Annual Meetings and filling vacancies on the Board. Directors chosen to fill vacancies will hold office for a term expiring at the end of the next Annual Meeting. The Nominating and Corporate Governance Committee will evaluate all qualified candidates suggested by the Board Chair or other sources utilized by FNB to identify a diversified pool of potential new director candidates, or any persons recommended for nomination by a shareholder made in accordance with the Company’s advance notice bylaw provision. For information about recommending a candidate for nomination as a director, see Shareholder Proposals and Nominations for the 2025 Annual Meeting.

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    | Board Composition Criteria | | | Commitment to Shareholders’ Interests | Each director’s strong commitment to fulfilling their fiduciary duties through the diligent pursuit of the shareholders’ long-term interests, as evidenced by their meeting attendance and allocation of time to Board and Company matters and their adherence to the Investor Stewardship Group Principles (see Corporate Governance-Principles). | | Professional Background and Experience | The individual’s specific experience, background and education, as they pertain to the Director Skill Matrix. | | Leadership Roles | The individual’s sustained record of substantial accomplishments and leadership in executive, C-suite, senior-level management, entrepreneurship and/or policy-making positions in finance, law, business, government, education, technology or not-for-profit enterprises, as well as public company board experience and prior FNB board experience. | | Judgement and Gravitas | The individual’s seriousness of purpose in evaluating complex business issues, willingness to confront challenging circumstances and ability to exhibit sound judgments including, when necessary, constructively challenging management’s recommendations and actions. | | Diversity | The individual’s contribution to the diversity of the Board including differences of viewpoints, professional experience, education, skills and demographic considerations, such as race, gender and ethnicity, as well as the variety of personal attributes and life experiences that add to the Board’s collective strength and perspectives. Rather than limit director nomination and recruitment considerations to a standard template based solely on identity- and social-based differences, FNB embraces a broader view of diversity which considers social (gender, race, ethnicity, etc.) identities alongside skills, experiences, thinking styles, interests and values—all of which serve as the foundation for a more representative dynamic, and inclusive Board. | | Character and Integrity | The individual’s commitment to ethical conduct and demonstration of character and integrity, along with the requisite interpersonal skills to work with other directors on our Board and executive management in ways that are effective and beneficial to the interests of the Company and its shareholders, employees, customers and communities. | | Time | The individual’s willingness, commitment and ability to allocate the necessary time and effort required for effective service on our Board and committees. To assure that our directors are appropriately focused on FNB and shareholder interest, we set limits on the number of other public company. | | Independence | The individual’s willingness, commitment and ability to allocate the necessary time and effort required for effective service on our Board and committees. To assure that our directors are appropriately focused on FNB and shareholder interest, we set limits on the number of other public company boards they may join. | | Understands FNB’s Corporate Culture and Values | The individual’s ability to effectively represent FNB’s core values in the communities in which the Company operates, including adherence to Board and Company policies, such as FNB’s Code of Conduct and rigid policies concerning FNB stock ownership and continuing education requirements. |

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    | FNB Board Skill Matrix |

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    As highlighted in the FNB Board Skill Matrix and the Biographical Information of Director Nominees below, our director-nominees’ diverse range of qualifications and skills demonstrates that our Board is composed of directors who have held a broad array of leadership positions, possess diverse backgrounds and perspectives, an appropriate mix of lengths of tenure providing historical and new perspectives about FNB and the financial services industry and experienced oversight capability of regulated businesses. The board composition figures (average tenure, age distribution, board diversity, gender diversity and independence) exclude FNB’s Independent Lead Director# and our non-Independent Chairman/CEO*.

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    | | | Median Director Term Starts 2013 | | | Accounting / Auditing Understanding of financial institution and audit processes, controls and financial statements | | | | 10 | | | | Environmental, Social, Governance Experience with the development and oversight of an effective corporate responsibility strategy | | | | 11 | | | | Risk Management Possessing the ability to understand, identify and oversee the various types of risk which challenge financial institutions | | | | 11 | | | | Human Capital Management and Succession Planning Provide insight on how our Company can develop and retain talent, promote diversity and inclusion, and oversee the succession planning of both our Board and management | | | | 11 | | | | Cybersecurity / Technology Meaningful understanding of the critical aspects of financial institution technology and the challenges posed by a myriad of cybersecurity risks | | | | 9 | | | | Business Has experience across various business lines and business developments that our Company maintains | | | | 11 | | | | Public Company Board Service and Corporate Governance Current or prior experience serving on a public company board or counseling such boards on governance and fiduciary matters or serving in an executive or leadership capacity with a public company | | | | 11 | | | | Strategic Planning Possesses experience with oversight of our strategic plan development, implementation and execution | | | | 11 | | | | Legal / Regulatory / Government Understands the highly-regulated environment in which we operate, in addition to the role that the various regulatory agencies play in our industry | | | | 10 | |

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    | # | Our Board retirement policy prescribes a director retirement age of 75; however, directors who joined the Board at the time FNB was incorporated are “grandfathered.” Independent Lead Director, William B. Campbell is grandfathered under this policy. |

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    | * Only FNB’s CEO is not independent under the NYSE and FNB categorical independence standards. |

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    Although mindful of the various investor and proxy advisory firm voting guidelines concerning board composition, the Board has determined that its current size, collective skills and experience, tenure mix, independence and composition are optimal for the Board to effectively perform its oversight responsibilities; however, the Board continues to evaluate each of these considerations and remains committed to maintaining a well-qualified and diverse Board. The Board proposes the election of the following director nominees for a term of one year. Below is information about each nominee, including biographical data for at least the past five years. If one or more of these nominees becomes unavailable to accept a nomination or election as a director, the individuals named as proxies on the proxy card will vote the shares that they represent for the election of such other persons as the Board may recommend, unless the Board reduces the number of directors.

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    | Nominees for Election at Our Annual Meeting |

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    | Name | Age | Director Since | Independent | Principal Background and Relevant Experience | | Pamela A. Bena | 59 | 2018 | Yes | Finance Executive | | William B. Campbell (Independent Lead Director) | 85 | 1975 | Yes | Former Owner of Commercial, Aviation and Other Businesses | | James D. Chiafullo | 66 | 2012 | Yes | Partner — National Law Firm | | Vincent J. Delie, Jr. (Chairman, President and CEO) | 59 | 2012(1) | No | FNB CEO and FNBPA President | | Mary Jo Dively | 65 | 2018 | Yes | General Counsel — Globally Top Tier Ranked University | | David J. Malone | 69 | 2005 | Yes | CEO — Investment and Insurance Advisory Firm | | Frank C. Mencini | 59 | 2016 | Yes | Finance, Accounting and Healthcare Consulting | | David L. Motley | 65 | 2013 | Yes | Consultant — Strategic Planning and Executive Development | | Heidi A. Nicholas | 69 | 2015 | Yes | Commercial Developer — Housing | | John S. Stanik | 70 | 2013 | Yes | Former CEO/Director — Public Companies | | William J. Strimbu | 63 | 1995 | Yes | CEO — Transportation Company |

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    | (1) Chairman Delie was elected to the FNBPA Board on June 16, 2009. Chairman Delie was elected to the FNB Board on January 18, 2012. |

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    | Biographical Information of Director-Nominees |

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    | Pamela A. Bena |

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    | | Committees: • Audit • Compensation • Nominating and Corporate Governance Other Public Company Directorships: None |

  35. Reasons for Nomination

    Reasons for Nomination

  36. Reasons for Nomination

    | • | Experience offers unique perspective on the various economic, regulatory and industry-related challenges that the financial services industry has confronted during his Board tenure. |

  37. Reasons for Nomination

    | • | Committed to promoting a Board culture that fosters ethical business practices, challenges management when appropriate and sets the tone at the top for maintaining prudent risk management and sound corporate culture. |

  38. Reasons for Nomination

    | • | Thorough understanding of Board responsibilities, along with his ability to proactively act as an effective liaison to promote a cohesive and highly functioning Board. |

  39. Reasons for Nomination

    | • | Adherence to sound corporate governance principles, high ethical standards and a strong commitment to maintaining an indivisible and clearly defined independence from management, which enables him to be an effective liaison between the Board and management. |

  40. Reasons for Nomination

    | James D. Chiafullo |

  41. Reasons for Nomination

    | | Committees: • Credit Risk, Fair Lending and CRA • Nominating and Corporate Governance (Chair) Other Public Company Directorships: None |

  42. Professional Experience

    Professional Experience Steptoe & Johnson, PLLC, law firm

  43. Professional Experience

    | • | Partner (January 2024-Present) |

  44. Professional Experience

    Dentons, Cohen & Grigsby, P.C., law firm

  45. Professional Experience

    | • | Partner (1999-January 2024) |

  46. Reasons for Nomination

    Reasons for Nomination

  47. Reasons for Nomination

    | • | Corporate transactional governance and legal experience, along with a particular focus in the areas of fiduciary duties and responsibilities, regulatory compliance and finance, provide him with the necessary background to assist the Board with its oversight of FNB’s governance responsibilities, corporate risk strategies and Board succession process. |

  48. Reasons for Nomination

    | • | Prior experience serving as a board member of a public company providing environmental and specialty contracting service. |

  49. Reasons for Nomination

    | • | Hands-on experience working with sophisticated technology systems in addition to legal work involving a major U.S. retailer in connection with cybersecurity threats and breaches. |

  50. Reasons for Nomination

    | • | Mr. Chiafullo holds a Certificate in Cybersecurity Oversight from Carnegie Mellon University’s (CMU) Community Emergency Response Team (CERT) Division of Software Engineering Institute. The Certificate attests to the recipient’s knowledge, understanding and proficiency regarding critical best practice cybersecurity principles, including governance, risk and resilience practices, threat and vulnerability considerations, as well as incident response, business continuity and disaster recovery strategies. |

  51. Reasons for Nomination

    | Vincent J. Delie, Jr. |

  52. Reasons for Nomination

    | | Chairman Committees: • Credit Risk, Fair Lending and CRA (Ex Officio) • Executive (Chair) Other Public Company Directorships: None |

  53. Reasons for Nomination

    Reasons for Nomination

  54. Reasons for Nomination

    | • | More than 36 years of broad-based experience in the financial services industry which has included executive management roles with FNB and other large financial institutions. |

  55. Reasons for Nomination

    | • | Under Mr. Delie’s tenure as an executive leader, FNB has grown from $8.7 billion in assets in 2009 to more than $46 billion in assets by the end of 2023. |

  56. Reasons for Nomination

    | • | FNB has produced significant expansion in terms of scale, geographic markets, complexity of operations, revenue, earnings, capital growth and the breadth of its available products and services. |

  57. Reasons for Nomination

    | • | FNB has completed and integrated numerous acquisitions and experienced record profitability. FNBPA has been recognized by various regional and national publications and firms which evaluate employee satisfaction, commitment to diversity, inclusion and sustainability, the quality of bank products and services and deployment of innovative technology. |

  58. Reasons for Nomination

    | • | Built a strong risk management framework which enables FNB to continue its trajectory to remain a successful financial services company in the U.S. |

  59. Reasons for Nomination

    | Mary Jo Dively |

  60. Reasons for Nomination

    | | Committees: • Audit • Credit Risk, Fair Lending and CRA • Risk Other Public Company Directorships: None |

  61. Professional Experience

    Professional Experience Carnegie Mellon University, private, non-profit, research-based university

  62. Professional Experience

    | • | Vice President and General Counsel (2002-present) |

  63. Reasons for Nomination

    Reasons for Nomination

  64. Reasons for Nomination

    | • | Unique legal background and experience with respect to challenges being confronted by the financial services industry, especially with respect to emerging risk management issues, such as business technology, cybersecurity, and the attendant regulatory environment. |

  65. Reasons for Nomination

    | • | Significant international experience in opening and maintaining operations around the world, including in Europe, Africa, Asia, Australia, South America and the Middle East. |

  66. Reasons for Nomination

    | • | Ms. Dively holds a Certificate in Cybersecurity Oversight from CMU’s CERT Division of Software Engineering Institute. The Certificate attests to the recipient’s knowledge, understanding and proficiency regarding critical best practice cybersecurity principles, including governance, risk and resilience practices, threat and vulnerability considerations, as well as incident response, business continuity and disaster recovery strategies. |

  67. Reasons for Nomination

    | David J. Malone |

  68. Reasons for Nomination

    | | Committees: • Audit • Compensation (Chair) Other Public Company Directorships: None |

  69. Professional Experience

    Professional Experience Gateway Financial Group, Inc., financial services group

  70. Professional Experience

    | • | Chairman and CEO (2005-present) |

  71. Reasons for Nomination

    Reasons for Nomination

  72. Reasons for Nomination

    | • | Extensive broad-based experience assessing, analyzing and understanding the alignment of long-term interest of shareholders and executive compensation strategies. |

  73. Reasons for Nomination

    | • | Experience as a CEO of a financial services firm which specializes in providing financial, investment and insurance advice to businesses and high net worth individuals. |

  74. Reasons for Nomination

    | • | Board position with a major health care provider provides him with the requisite background and appropriate perspective for assisting our Board with confronting complex regulatory compliance challenges and issues attendant to a financial services organization operating in a heavily regulated industry. |

  75. Reasons for Nomination

    | Frank C. Mencini |

  76. Reasons for Nomination

    | | Committees: • Audit (Chair) • Executive • Nominating and Corporate Governance • Risk Other Public Company Directorships: None |

  77. Reasons for Nomination

    Reasons for Nomination

  78. Reasons for Nomination

    | • | More than three decades of working and consulting with corporate and business leaders regarding strategic development, implementation and advising executives for more than 40 businesses in the U.S. across multiple industry sectors, including heavily regulated industries. |

  79. Reasons for Nomination

    | • | Provides unique insight with respect to FNB’s diversity, equity and inclusion initiatives. |

  80. Reasons for Nomination

    | • | Recognized leader in promoting increased Board and C-suite diverse representation at U.S. public companies and promotion of opportunities for minorities in the technology industry. |

  81. Reasons for Nomination

    | • | Public company board experience, including with respect to enterprise-wide risk management matters. |

  82. Reasons for Nomination

    | Heidi A. Nicholas |

  83. Reasons for Nomination

    | | Committees: • Audit • Executive • Risk (Chair) Other Public Company Directorships: None |

  84. Professional Experience

    Professional Experience Nicholas Enterprises, firm that engages in the development and management of commercial and multi-tenant residential real estate in Central Pennsylvania

  85. Professional Experience

    | • | Principal (2001-present) |

  86. Reasons for Nomination

    Reasons for Nomination

  87. Reasons for Nomination

    | • | Investment banking experience including financial institution and telecommunication industry analysis and transaction work. |

  88. Reasons for Nomination

    | • | Unparalleled understanding of, investment in, and risk management of the commercial real estate industry. |

  89. Reasons for Nomination

    | • | Understanding of the housing markets and economic conditions, including financing of complex multi-family and lower income residential developments. |

  90. Reasons for Nomination

    | • | Significant and comprehensive finance and complex transaction experience. |

  91. Reasons for Nomination

    | • | Extensive experience with financial services risk management challenges. |

  92. Reasons for Nomination

    | John S. Stanik |

  93. Reasons for Nomination

    | | Committees: • Credit Risk, Fair Lending and CRA • Risk Other Public Company Directorships: None |

  94. Professional Experience

    Professional Experience Retired CEO Ampco-Pittsburgh Corporation, publicly held international company, specializing in manufacturing forged and cast rolls for the metals industry and other specialty industrial equipment

  95. Professional Experience

    | • | CEO and Director (2015-2018) |

  96. Professional Experience

    Calgon Carbon Corporation, publicly held environmental products and services company

  97. Professional Experience

    | • | Retired CEO, President and Director (2003-2012) |

  98. Professional Experience

    | • | Chairman of the Board of Directors (2007-2012) |

  99. Reasons for Nomination

    Reasons for Nomination

  100. Reasons for Nomination

    | • | Extensive CEO, C-suite and public company board experience, which place a premium on his unique combination of leadership, strategic, business planning and risk management skills, as well as an insightful perspective on investor expectations. |

  101. Reasons for Nomination

    | • | Extensive experience with investors, risk management, executive compensation and financial disclosures, as well as full understanding of strategic considerations attendant to the Corporation’s expanding business growth opportunities and investment thesis. |

  102. Reasons for Nomination

    | William J. Strimbu |

  103. Reasons for Nomination

    | | Committees: • Compensation • Credit Risk, Fair Lending and CRA (Chair) • Executive • Nominating and Corporate Governance Other Public Company Directorships: None |

  104. The Compensation Program is Highly Aligned with Shareholder Value

    The Compensation Program is Highly Aligned with Shareholder Value A significant portion of our NEOs’ compensation is directly linked to our relative performance and the creation of shareholder value, because a significant portion of the direct and total compensation is in the form of incentive compensation, including annual incentive compensation and a significant long-term incentive award. Our long-term awards are in the form of RSUs and divided into a time-based portion and a performance portion. The performance portion for our most recent awards, which is 60% of the overall award, only vests at the conclusion of three years if performance measures are met. We believe these long-term awards motivate our executives to achieve long-term performance and reward them for success. Furthermore, we do not award stock options, and only the Compensation Committee may approve equity grants.

  105. Summary of Key Compensation Practices

    | FNB Compensation Practices | | • The Compensation Committee approves all elements of compensation for all executive officers. Audit, Risk Management, Finance, Human Resources and Legal all review and advise the Compensation Committee on executive officer compensation. | | • Executive management reviews all incentive compensation plans and programs to ensure an appropriate balance between risk and compensation outcomes. | | • We annually conduct a robust risk assessment of all our compensation plans, and the Committee annually reviews the assessment to ensure the compensation programs do not encourage inappropriate risk taking. | | • We primarily use peer-based metrics in our incentive plans. | | • We target base compensation to be competitive with peers and structure our compensation plans to increase compensation when our performance under various measures, including TSR, is better than peers, and decrease compensation when worse than peers. | | • Our short-term and long-term incentive plans contain maximum limits. | | • Earned dividend equivalents on unvested RSUs are not paid until vesting. | | • Stock ownership guidelines are in place for our executive officers and directors. Our directors and senior level managers who participate in the LTI plan, including our NEOs, are currently in compliance with our stock ownership policy. | | • We maintain a compensation recoupment or “clawback” policy. Our compensation recoupment or clawback policy allows our Board to recoup any excess compensation, whether in the form of cash or equity, paid to our NEOs if the Company restates its financial results upon which an award is based. | | • We maintain a prohibition on executive officers and directors engaging in hedging transactions using Company common stock or common stock equivalents. Our anti-hedging policy prohibits our directors, NEOs, executive officers, and senior officers from engaging in hedging transactions with Company stock and requires FNB employees to consult with the Company Legal Department regarding these restrictions. | | • We annually provide our shareholders an opportunity to provide a “Say-on-Pay” advisory vote on our compensation programs. | | • We do not provide tax gross-up payments for executive perquisites nor approve any new employment contracts that contain a tax gross up. | | • We provide for a double trigger (rather than a single trigger) acceleration in our equity award agreements. | | • We do not make severance payments for “cause” terminations or resignations other than for good reason. | | • We do not provide extraordinary relocation benefits. | | • We do not allow the re-pricing or exchange of, or additional grants for, underwater stock options. |

  106. Our Compensation Program Has Appropriate Long-Term Orientation

    Our Compensation Program Has Appropriate Long-Term Orientation Our compensation programs and policies have a long-term focus:

  107. Our Compensation Program Has Appropriate Long-Term Orientation

    | • | We encourage our executives to maintain a long-term focus by using a three-year performance period and vesting schedule for long-term Performance-Based Awards. |

  108. Our Compensation Program Has Appropriate Long-Term Orientation

    | • | Our LTI plan is based upon multiple peer relative performance metrics, Operating ROATCE*, ICG growth* and TSR. |

  109. Our Compensation Program Has Appropriate Long-Term Orientation

    | • | We have stock ownership requirements for executive officers and directors so our executive officers and directors have a meaningful personal stake in our long-term success. |

  110. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Committee selected Aon Human Capital Solutions (Aon) as its independent compensation consultant for, among other reasons, its reputation for providing comprehensive solutions to complex compensation challenges facing companies and specific expertise in the financial services industry. Aon assists with evaluating our compensation practices and to provide ongoing advice and recommendations regarding CEO, NEO, Section 16 officer and director compensation practices that are consistent with our business goals and compensation philosophy, assist with benchmarking Board and executive officer compensation, offer input regarding our Proxy Statement compensation-related disclosures and consult with the Committee on our shareholder outreach engagements. In performing its duties, Aon reported directly to the Chairman of the Committee, and regularly interacted with the Chairman and other members of the Committee, in addition to attending Committee meetings on an as-needed basis. While performing its duties as directed by the Committee, our independent compensation consultant interacted with our CEO, CFO, Executive Vice President of Human Resources and Corporate Services, Chief Legal Officer and other FNB employees. In addition to our Independent Lead Director, our CEO regularly attended Committee meetings and discussed with Aon and the Committee members, both during and outside of meetings, his

  111. Role of Independent Compensation Consultant

    | (1) For additional information regarding the qualifications of the Committee members, please see Biographical Information of Director-Nominees and FNB Board Skill Matrix. |

  112. Role of Independent Compensation Consultant

    | (2) A copy of the Charter is available on our website (www.fnb-online.com/governance). |

  113. Role of Independent Compensation Consultant

    perspective regarding the total compensation for the other Section 16 officers, including appropriate base salary and short-term and long-term incentives. Our CFO regularly attended meetings of the Committee for the limited purpose of discussing the Company’s performance relative to the short-term and long-term incentive plan versus peers. Executive officers are not involved in setting the amount or structure of their own compensation and are not present during deliberations regarding their own compensation. The Committee and independent compensation consultant consider our CEO’s insight and recommendations before approving compensation for our Section 16 officers. The Committee annually evaluates Aon’s independence and performance under the applicable NYSE listing standards. The Committee believes that working with Aon furthers the Company’s objectives to recruit and retain qualified executives, align their interests with those of shareholders and ensure that their compensation packages will appropriately motivate and reward ongoing achievement of business goals. In 2023, the Committee determined that Aon is independent under applicable SEC and NYSE listing independence criteria and retained them to advise the Committee with respect to compensation of the CEO and other executive officers. COMPENSATION DISCUSSION AND ANALYSIS The following CD&A section describes the philosophy, objectives and structure of our 2023 executive compensation program for our NEOs, whose compensation is noted in the 2023 Summary Compensation Table and other compensation tables contained in this Proxy Statement. This CD&A is intended to be read in conjunction with the tables which follow this section which provide further historical compensation information for our NEOs as identified below.

  114. Role of Independent Compensation Consultant

    | Name | Position | | Vincent J. Delie, Jr. | Chairman, President and CEO | | Vincent J. Calabrese, Jr. | Chief Financial Officer | | Gary L. Guerrieri | Chief Credit Officer | | David B. Mitchell II | Chief Wholesale Banking Officer | | Barry C. Robinson | Chief Consumer Banking Officer |

  115. Role of Independent Compensation Consultant

    | Executive Summary |

  116. Introduction

    | (4) Relative to FNB’s Incentive compensation peers as set forth under Competitor Peer Set (please see “Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan”). |

  117. Introduction

    | ✓ | Achieved top quartile total shareholder growth on a 1-, 2-, and 3-year basis relative to our peer groups. |

  118. Introduction

    | ✓ | Consistent with industry practices, compensation considers shareholder feedback, the advice of our compensation consultant and is aligned with shareholder value creation and interests. |

  119. Introduction

    | ✓ | Rewards performance relative to competitors by incorporating a diverse and balanced set of five metrics across the short-term incentive (STI) and long-term incentive (LTI) plans, with four of the five metrics directly tied to relative performance versus peers and the fifth measure grounded in operating earnings per share versus plan expectations. |

  120. Pay Aligned to Performance

    | ✓ | Added a “double trigger” change-in-control provision to all equity awards beginning in 2022. |

  121. Pay Aligned to Performance

    | ✓ | Eliminated a single trigger change-in-control provision from an NEO’s legacy employment contract in 2023. |

  122. Pay Aligned to Performance

    | ✓ | Conducted a robust compensation risk review and assessment to ensure all our compensation programs promote long-term business success that is aligned with shareholders’ interests, without encouraging undue risk taking. |

  123. Pay Aligned to Performance

    | ✓ | Replaced pre-provision net revenue (PPNR) with operating ROATCE in our STI plan; operating ROATCE strongly aligns with accounting for the effect of provision for loan losses on earnings and provision is a key performance consideration in the current macro-economic environment. |

  124. Pay Aligned to Performance

    | ✓ | Maintained a consistent structure for our LTI plan; the performance award vesting and payouts are based entirely on peer-relative metrics. |

  125. Pay Aligned to Performance

    | (5) Based on LTI methodology and calculations laid out in the 2023 LTI Performance and Annual Incentive Awards Discussion section of the Proxy. |

  126. Pay Aligned to Performance

    | Category | Actions/Responsibilities | | | | | Governance | Q1 | Q2 | Q3 | Q4 | | | • Review and approve STI and LTI guidelines. • Review and approve Compensation Committee eligibility. • Review and approve the CD&A and Compensation Committee Report. • Review independence of Compensation Consultant. | | | | | | Q1 | Q2 | Q3 | Q4 | | | • Review the Committee’s compensation philosophy statement and overall effectiveness of the program. • Review compensation consultant’s report on compensation practices. • Review compensation policies including stock ownership. • Review Say-on-Pay voting recommendations from proxy advisors and Annual Meeting voting results. | | | | | | Q1 | Q2 | Q3 | Q4 | | | • Review and reassess Committee Charter and advise the Nominating Committee of the Board of any recommended changes, as needed. • Review the performance of the Committee’s compensation consultant and related contract. | | | | | | Q1 | Q2 | Q3 | Q4 | | | • Review the annual market compensation evaluation of executive officer positions, including the CEO, together with compensation consultant’s opinion on the reasonableness and appropriateness of the total compensation program. | | | | | Market & Risk Assessment | Q1 | Q2 | Q3 | Q4 | | | • Consider risks arising from incentive plans and compensation programs. • Review compensation consultant’s industry and market updates. | | | | | | Q1 | Q2 | Q3 | Q4 | | | • Receive Compensation Risk Assessment report of Chief Risk Officer. | | | | | | Q1 | Q2 | Q3 | Q4 | | | • Receive annual and ongoing trends and developments, and education session from compensation consultant. | | | | | Shareholder Feedback | Q1 | Q2 | Q3 | Q4 | | | • Receive and review feedback from shareholder engagement. | | | | | | Q1 | Q2 | Q3 | Q4 | | | • Discuss shareholder engagement feedback. | | | | | Target Setting | Q1 | Q2 | Q3 | Q4 | | | • Review and approve corporate performance measures and goals for short-term and long-term incentives. | | | | | | Q1 | Q2 | Q3 | Q4 | | | • Review annual and LTI performance measures and goals. | | | | | Performance Assessments and Compensation Determinations | Q1 | Q2 | Q3 | Q4 | | | • Review Company performance for prior year against corresponding objectives in the STI and LTI. • Review corresponding peer results. | | | | | | Q1 | Q2 | Q3 | Q4 | | | • Receive management’s report on corporate performance and corresponding plan compensation payouts for all outstanding plans. • Certify achievement of performance results for the STI and LTI in previous year. • Determine STI awards payable to executive officers for prior year. | | | |

  127. Levels of Review

    Along with our compensation consultant and in order to define an appropriate peer set for determining 2023 compensation levels and for performance comparison metrics for use in incentive compensation plans, we screened all 2022 peers and financial institutions included in the KBW regional banking composite index, using several quantitative and qualitative criteria, including whether the potential peer is a key business or market competitor, asset size, geography, business model, including ownership, number of retail locations, employee headcount, and whether it is part of a merger, acquisition or is an acquisition target. The Committee seeks peers that have a business model like ours which provides a meaningfully diversified focus on consumer and corporate banking; and believes that peer group construction requires a balance between including companies that match in size, focus, business model similarity, and competitive dynamics, including similar geographic and demographic footprints, and similar competition for talent. Based on this process and philosophy, the Committee determined that there did not need to be any changes to the 2022 peer group and that the 2023 peer group, as stated below, represents an appropriate comparative reference for both determining executive compensation and establishing appropriate relative peer benchmarks for use in incentive compensation plans.

  128. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

  129. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | 2023 Peer Group(1) (sorted from highest to lowest asset base at 12/31/23) | | | | Huntington Bancshares, Inc. (HBAN) | Valley National Bancorp. (VLY) | UMB Financial Corp. (UMBF) | | Regions Financial (RF) | Synovus Financial Corp. (SNV) | Associated Banc-corp. (ASB) | | New York Community Bancorp., Inc. (NYCB)(2) | Wintrust Financial Corp. (WTFC) | BankUnited, Inc. (BKU) | | Zions Bancorporation (ZION) | Cullen/Frost Bankers, Inc. (CFR) | Hancock Whitney Corp. (HWC) | | Comerica (CMA) | BOK Financial (BOKF) | Commerce Bancshares, Inc. (CBSH) | | First Horizon National Corp.(FHN) | Pinnacle Financial Partners (PNFP) | Umpqua Holdings Corp. (UMPQ) (4) | | Webster Financial Corp. (WBS)(3) | South State Bank (SSB) | |

  130. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | (1) The Committee also recognized that some of the peers in the 2023 peer group may be in process of a strategic combination pending regulatory approval, or have made such an announcement, during the 2023 fiscal year. As such, the Board will revisit those peers for the purposes of the 2024 peer group. |

  131. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | (2) NYCB completed its acquisition of Flagstar on December 2, 2022 and acquired portions of Signature bank out of receivership in Q1 2023. |

  132. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | (3) WBS completed its merger with Sterling on February 1, 2023. |

  133. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | (4) UMPQ was acquired by Columbia State Bank on March 1, 2023. The combined holding company now operates as Columbia Banking System, Inc. and trades under the stock ticker COLB. |

  134. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | Philosophy and Structure |

  135. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | Pay for Performance | | | | Pay Component | Rationale | Design Element | | • Majority of our NEOs’ target pay is variable and long term. | • Ensures that target pay has strong alignment between pay and performance and this balance emphasizes the importance of long-term results on total compensation. | • 56% of CEOs’ target pay is performance-based. • 48% of NEOs’ pay is performance-based. | | • Our LTI awards are divided into time and performance awards. | • Addresses executive retention with the need for performance-based incentive structures. | • 60% of LTI awards are performance-based measured over a three-year performance period. • These performance-based LTI awards will not vest if we do not achieve the threshold performance level. • 40% of LTI awards are time based. | | • Substantial portion of compensation has performance-linked components for our CEO and NEOs. | • Performance versus peers measures effectively tie pay and performance. • Based on meeting performance goals, utilizing a best-in-class plan design. | • Use of a balanced and diversified set of five metrics in our STI and LTI plans, four of which are peer-relative including Operating ROATCE*, Efficiency Ratio*, TSR and ICG Growth*, that are directly tied to shareholder value. • Conversely, most peers do not use peer-relative metrics in their STI plan. | | • Direct compensation, including salary, STI and LTI, are within a reasonable range of peer median. | • Aimed at offering a market competitive executive compensation package. | • When performance is above or below median, our NEOs’ realized pay is designed to move similarly. • Considers peer group compensation practices. • Considers recommendations of the independent compensation consultant. |

  136. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | Say-on-Pay Support and Shareholder Engagement |

  137. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | 2023 Say-on-Pay Shareholder Support | Number of Shareholders Contacted in Fall 2023 | Percentage of Outstanding Shares | Engagement Participants | | 94.37% | 100 | 76% | C-Suite Executives, members of our Investor Relations, Legal and Human Resources Departments |

  138. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    Highlights of Our Shareholder Engagement Program: In addition to the discussion related to corporate governance and sustainability, under “2023-24 Shareholder-Proxy Advisor Engagement Feedback” under Robust Shareholder Engagement Program, below are highlights of results of compensation changes over the last few years:

  139. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | What We Heard From Shareholders | What We Did in Response | | Continued enhancement of the details regarding determination of the compensation metrics and results, including where appropriate, year-over-year changes. | Continual disclosure enhancement including a robust discussion of the specific metrics, targets and corresponding rationale for any changes to the program. | | Further explanation of setting compensation targets at median. | Reviewed peer practices and confirmed median targets for incentive compensation is consistent with three-quarters of peers. | | Rationale for using Operating ROATCE* metric instead of PPNR metric in our STI plan for 2023. | Operating ROATCE* strongly aligns short-term and long-term plans to account for the effect of provision for loan losses on earnings. | | Questions on the details of peer selection process and final peer group. | Reviewed and refined our disclosure to ensure that we are using suitable comparisons for pay decisions. | | Consider elimination of single-trigger vesting change-in-control provisions in LTI Awards and legacy employment agreement. | All of our LTI awards are now subject to double-trigger vesting and in 2023 we amended a legacy employment agreement to eliminate the “single trigger” provision. |

  140. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    III. COMPENSATION PLAN STRUCTURE AND OUTCOMES Our NEOs receive compensation through the following mix of elements: base salary, cash and equity-based awards, including time- and performance-based equity awards. A detailed overview of each element of compensation is provided below:

  141. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | Mix of Compensation Elements |

  142. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | Incentive Compensation Metrics & Design Structure |

  143. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | Short-Term Incentive Compensation Plan Structure and Awards |

  144. Competitor Peer Set Determination for the 2023 STI Plan and 2023-2025 LTI Plan

    | | • The use of peer-relative metrics in FNB’s STI Plan distinguishes it from the compensation plans of most of our peers which generally do not use peer-relative metrics in short-term plans. • For the “Operating EPS* vs. Plan Operating EPS Target” metric, the Board considers many elements of the plan including: ✓ The macroeconomic environment, ✓ The degree of positive operating leverage, ✓ The firm’s risk appetite, ✓ Peer performance and industry growth estimates, and ✓ The overall nature of the operating environment. |

  145. Short-Term Incentive Compensation Plan Structure

    Short-Term Incentive Compensation Plan Structure A brief description of each of the 2023 STI metrics is provided below along with why FNB believes they are important to the performance, strategy and investment thesis of FNB.

  146. Calculation of Total STI Payout Award

    Calculation of Total STI Payout Award A payout percentage is computed for each metric and then averaged based upon established weightings. Threshold, target and maximum payout levels vary by NEO and are established based on market analysis which consider role, degree of responsibility, experience, and skillset when making the determination. The chart below presents the threshold, target and maximum payout levels for each of the STI measures which include operating earnings per diluted common share* versus target, peer-relative Operating ROATCE* and peer relative efficiency ratio. Consistent with industry standards and with the target-setting process utilized by 75% of our peers, target performance is set at 50th percentile of peer performance. This is consistent with our philosophy of paying within a reasonable range of peer median compensation for target performance.

  147. Calculation of Total STI Payout Award

    | Metric Weighting | 70% | 20% | 10% | | | Performance Level | Operating EPS* vs Target | Peer-Relative Operating ROATCE* | Peer-Relative Efficiency Ratio* | Vesting Percentage | | Threshold | 90% | 25th Percentile | 25th Percentile | 50% of Target | | Target | 100% | 50th Percentile | 50th Percentile | 100% of Target | | Maximum | 110% | 75th Percentile | 75th Percentile | 200% of Target |

  148. 2023 Short-Term Incentive Compensation Award Target Opportunities

    2023 Short-Term Incentive Compensation Award Target Opportunities The CEO and other NEOs have an incentive opportunity expressed as a percentage of each of their base salaries, as shown below, which did not change from 2022 to 2023. We did not increase the base salary of our CEO and we increased the base salaries of the other NEOs, as set forth in the chart below, in order to ensure competitive direct compensation relative to the market median.

  149. 2023 Short-Term Incentive Compensation Award Target Opportunities

    | Name | 2023 Salary | 2022 Salary | % Increase | Below Threshold | Threshold (50%) | Target (100%) | Maximum (200%) | | Vincent J. Delie, Jr.* | $1,187,000 | $1,187,000 | 0.0% | 0% | 50% | 100% | 200% | | Vincent J. Calabrese, Jr. | 554,000 | 538,000 | 3.0 | 0 | 40 | 80 | 160 | | Gary L. Guerrieri | 509,000 | 494,000 | 3.0 | 0 | 30 | 60 | 120 | | David B. Mitchell II | 438,000 | 425,000 | 3.1 | 0 | 30 | 60 | 120 | | Barry C. Robinson | 428,000 | 416,000 | 2.9 | 0 | 30 | 60 | 120 |

  150. 2023 Short-Term Incentive Compensation Award Target Opportunities

    | * Based on our compensation process, the committee increased Mr. Delie’s STI target to 125% of his base salary for 2024. |

  151. 2023 STI Performance Results Summary

    2023 STI Performance Results Summary A summary of the Company’s short-term incentive compensation performance metrics results, STI performance and payout results are shown below.

  152. Performance on Operating EPS* vs. Plan Operating EPS Target

    | Long-Term Incentive Compensation Plan Structure and Awards |

  153. Long-Term Incentive Compensation Plan Structure

    Long-Term Incentive Compensation Plan Structure The chart below depicts the components of our long-term awards and illustrates how our performance-based awards and payouts are calculated: As shown above, the performance award component of our LTI plan is split into two performance metrics. The first metric component uses Operating ROATCE* and measures our annual performance versus peer performance for each of the three years in the award time horizon. Each LTI plan measure is calculated independently for each of the three years and then averaged for FNB and each of its peers. We determine the payout level based upon how this average measure compares to our peers. This payout level is then increased or decreased based on relative TSR performance to determine the final payout percentage. TSR performance at median results in no adjustment to the award. If our TSR performance is at or below the 25th percentile of peers, the award is adjusted downward 25%. If our TSR performance is at or above the 75th percentile, the award is adjusted upward 25%. The final payout percentage is calculated by multiplying the metric result by the TSR result (1+/-25%) utilizing straight-line interpolation between the 25th and 75th percentiles. The second metric is ICG Growth* which is defined as the annual change in TBV* per common share plus the dividends declared per common share during the annual period, divided by TBV* per common share at the beginning of the performance period versus the same measures for our peers. Similar to Operating ROATCE*, the award level associated with this measure is calculated independently for each of the three years of the award time horizon, and then averaged. Thereafter, the award is multiplied for TSR performance versus peers the same as described above for Operating ROATCE* performance. All stock-based performance awards vest based on the following tables:

  154. Long-Term Incentive Compensation Plan Structure

    | Performance Level | Percent Rank | Vesting Percentage(1) | | Threshold | 25th Percentile | 25% of Target | | Target | 50th Percentile | 100% of Target | | Maximum | 75th Percentile | 175% of Target |

  155. Long-Term Incentive Compensation Plan Structure

    | (1) There is straight-line interpolation between all levels. |

  156. 2023 Long-Term Incentive Compensation Award Target Opportunities

    2023 Long-Term Incentive Compensation Award Target Opportunities The following table shows the target value of the 2023 grants for each of the NEOs. The performance-based awards will vest in 2026 only to the extent performance goals are met.

  157. 2023 Long-Term Incentive Compensation Award Target Opportunities

    | Name | 2023 LTI Plan Opportunity (% of Salary) | Performance- Based ($) | Time- Based ($) | | Vincent J. Delie, Jr.* | 250% | 1,780,500 | 1,187,000 | | Vincent J. Calabrese, Jr. | 150 | 498,600 | 332,400 | | Gary L. Guerrieri | 100 | 305,400 | 203,600 | | David B. Mitchell II | 90 | 236,520 | 157,680 | | Barry C. Robinson | 90 | 231,120 | 154,080 |

  158. 2023 Long-Term Incentive Compensation Award Target Opportunities

    | * Based on our compensation process, the committee increased Mr. Delie’s LTI target payout for 2024 to 275% of his base salary. |

  159. 2023 Long-Term Incentive Compensation Award Target Opportunities

    2021 to 2023 LTI Performance Results Summary As a result of the strong performance over 2021 through 2023, the performance award for that period paid out at 181.3% of each NEOs’ target. The Operating ROATCE* metric achieved above target results and the ICG Growth* metric achieved top quartile results with TSR performance at the 95th percentile of peers used for the three-year measurement period. Additional ranking and measurement details for each metric are shown below. Total 2023 STI and LTI Compensation Plan Payout Results Based on the above analysis and considerations, the Committee reasonably believes the 2023 short-term and long-term incentive award determinations appropriately balance long-term shareholder interests and reward executives for successfully executing on both FNB’s 2023 Operating Plan and the 2020 – 2023 long-term Strategic Plan while successfully navigating various crises during this time consistent with our Risk Appetite Statement. This strong operating performance has enabled FNB to return over $220 million to our shareholders in 2023, and nearly $600 million to our shareholders since 2020 (representing dividends paid and shares repurchased).

  160. 2023 Long-Term Incentive Compensation Award Target Opportunities

    | Additional Compensation Policies and Practices |

  161. Post-Employment and Change in Control Payments

    Post-Employment and Change in Control Payments We believe post-retirement compensation is necessary to attract and retain talented executives and that our post-retirement benefits are competitive in the industry and provide NEOs with appropriate retirement benefits. We provide severance and change-in-control payments through employment contracts that provide additional security for our NEOs. We determined that the continued retention of the services of our NEOs on a long-term basis fosters stability of senior management through retention of well-qualified officers. The 2023 Potential Payments Upon Termination or Change in Control tables and accompanying narrative detail the NEOs’ employment contracts. The RIP benefit is determined by a precise formula set forth in the plan document and explained in the narrative accompanying the 2023 Pension Benefits table. The DCP and Excess Plan benefit formulas are based upon the specific opportunity or the amounts lost by the participant due to Code limits and are more fully detailed in the 2023 Non-Qualified Deferred Compensation and 2023 Pension Benefits tables and narratives. The benefit under the BRP is a monthly benefit equal to a target benefit percentage based on years of service at retirement and a designated tier as determined by the Committee and detailed in the narrative accompanying the 2023 Pension Benefits table. We do not grant extra years of credited service under any of our qualified or non-qualified plans. The termination and change in control benefits for NEOs were set by contract and are described more fully in the 2023 Potential Payments Upon Termination or Change in Control tables and in the narrative accompanying the 2023 Summary Compensation Table.

  162. Life Insurance

    Life Insurance Under a life insurance agreement with Mr. Delie, we will pay the insurance premium on behalf of Mr. Delie during his employment on a life insurance policy issued and owned by him. The annual premium amount is $182,450 and is payable through the end of the policy year in which Mr. Delie attains age 68. The death benefit payable to Mr. Delie’s beneficiaries under the policy is $2.4 million. The life insurance agreement and our obligation to remit premiums terminates upon: Mr. Delie’s death, the date he voluntarily terminates employment prior to attaining age 68, the date Mr. Delie’s employment is terminated for Cause, as defined in the life insurance agreement, or the date Mr. Delie violates any restrictive covenants contained in his employment agreement (described below), provided that we were obligated to pay policy premiums in 2023 if Mr. Delie was employed by us at any time in 2023 and if Mr. Delie remains continuously employed by FNB through December 31, 2027 we are obligated to pay annual policy premiums through the end of the policy year in which Mr. Delie attains age 68 regardless of whether he voluntarily terminates his employment, unless he violates any applicable restrictive covenants. If we terminate Mr. Delie’s employment without Cause, as defined in the life insurance agreement, or he terminates his employment for Good Reason upon or following a Change in Control, as each are defined in his employment agreement, in either case prior to his attainment of age 68, we are obligated to remit an additional premium amount needed for the life insurance policy to become fully paid-up, such that all the premium payments are complete, Mr. Delie is free of all payment obligations, and the life insurance policy will remain intact and fully paid until Mr. Delie’s death.

  163. William J. Strimbu

    | 2023 Summary Compensation Table |

  164. William J. Strimbu

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) | | Vincent J. Delie, Jr. President and CEO | 2023 | 1,187,000 | 0 | 3,225,435 | 0 | 2,279,040 | 15,954 | 649,180 | 7,356,609 | | | 2022 | 1,185,887 | 0 | 3,211,952 | 0 | 2,136,600 | 0 | 283,935 | 6,818,374 | | | 2021 | 1,158,045 | 0 | 3,118,203 | 0 | 2,056,688 | 0 | 244,586 | 6,577,522 | | Vincent J. Calabrese, Jr. Chief Financial Officer | 2023 | 553,385 | 0 | 880,825 | 0 | 850,944 | 8,977 | 194,912 | 2,489,043 | | | 2022 | 537,492 | 0 | 853,080 | 0 | 774,720 | 0 | 139,973 | 2,305,265 | | | 2021 | 524,800 | 0 | 826,129 | 0 | 745,636 | 0 | 120,004 | 2,216,569 | | Gary L. Guerrieri Chief Credit Officer | 2023 | 508,423 | 0 | 539,521 | 0 | 586,368 | 77,827 | 127,550 | 1,839,689 | | | 2022 | 493,529 | 0 | 522,227 | 0 | 533,520 | 0 | 101,426 | 1,650,702 | | | 2021 | 481,750 | 0 | 505,569 | 0 | 513,353 | 0 | 88,406 | 1,589,078 | | David B. Mitchell II Chief Wholesale Banking Officer | 2023 | 437,500 | 0 | 417,865 | 0 | 504,576 | 0 | 86,498 | 1,446,439 | | | 2022 | 424,039 | 0 | 404,360 | 0 | 459,000 | 0 | 82,110 | 1,369,509 | | | 2021 | 399,039 | 0 | 377,828 | 0 | 426,240 | 0 | 40,231 | 1,243,338 | | Barry C. Robinson Chief Consumer Banking Officer | 2023 | 427,539 | 0 | 408,331 | 0 | 493,056 | 0 | 100,159 | 1,429,085 | | | 2022 | 415,633 | 0 | 395,786 | 0 | 449,280 | 0 | 83,208 | 1,343,907 | | | 2021 | 405,388 | 0 | 382,911 | 0 | 431,982 | 0 | 68,256 | 1,288,537 |

  165. William J. Strimbu

    | 2023 Grants of Plan-Based Awards |

  166. William J. Strimbu

    | 2023 Outstanding Equity Awards at Fiscal Year-End(1) |

  167. William J. Strimbu

    | 2023 Option Exercises and Stock Vested(1) |

  168. William J. Strimbu

    | 2023 Pension Benefits |

  169. Basic Retirement Plan

    Basic Retirement Plan The BRP is a separate supplemental executive retirement benefit plan. Mr. Guerrieri is the only NEO to which the plan applies. Effective December 31, 2008, we amended the BRP such that there have not been any new participants in the plan or additional accruals for existing participants since the amendment. Officers participating in the BRP receive a benefit based on a target benefit percentage that is based on the officer’s years of service at retirement. The target percentages are based upon the tier assigned to the participant by the Committee. The tier percentages are as follows: Tier 1, 3.00% for each of the first ten years of employment, plus 1.50% for each of the next ten years of employment, plus 0.75% for each of the next ten years of employment; Tier 2, 3.50% for each of the first ten years of employment, plus 2.00% for each of the next ten years of employment, plus 0.75% for each of the next ten years of employment. When a participant retires, the benefit under the BRP is a monthly benefit equal to the participant’s aggregate target benefit percentage multiplied by the participant’s highest average monthly cash compensation including bonuses during five consecutive calendar years within the last ten calendar years of employment before 2009. This monthly benefit is reduced by the monthly benefit the participant receives from the Social Security Administration, the RIP, the Excess Plan and the annuity equivalent of the automatic contributions paid to participants under the 401(k) and DCP. Before the BRP was frozen, Mr. Guerrieri participated at the Tier 1 level. The participant’s rights to benefits under the BRP vest at 100% if the participant terminates service due to death, disability, after a “change in control” (as defined in the BRP) or normal retirement (age 65). The BRP contains a provision for reducing the basic benefit if the participant retires prior to normal retirement but on or after early retirement (age 55 with five years of service). A participant forfeits benefits in the event we terminate the participant’s employment for cause or a participant voluntarily terminates employment prior to early retirement.

  170. Basic Retirement Plan

    | 2023 Non-Qualified Deferred Compensation |

  171. Basic Retirement Plan

    | 2023 Potential Payments Upon Termination or Change in Control |

  172. Basic Retirement Plan

    | 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL VINCENT J. DELIE, JR. | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Change in Control – Termination ($) (h) | Good Reason or Involuntary Not for Cause Termination ($) (h) | Death ($) | Disability ($) | | Compensation: | | | | | | | Accrued Base Salary (a) | 45,654 | 45,654 | 45,654 | 45,654 | 45,654 | | Base Salary Continuation(1) | 0 | 3,561,000 | 3,561,000 | 0 | 1,011,504 | | Executive Incentive Compensation (b)(2) | 0 | 2,279,040 | 0 | 2,279,040 | 2,279,040 | | Bonus(1) | 0 | 6,472,328 | 6,472,328 | 0 | 0 | | Restricted / Performance Units: Unvested and Accelerated (c)(2) | 13,275,864 | 13,275,864 | 13,275,864 | 8,681,255 | 9,566,711 | | Benefits and Perquisites: | | | | | | | Accrued Vacation (d) | 45,654 | 45,654 | 45,654 | 45,654 | 45,654 | | Post-Termination Health Care(3) | 0 | 48,894 | 48,894 | 0 | 0 | | 401(k) Plan (e)(4) | 495,933 | 495,933 | 495,933 | 495,933 | 495,933 | | RIP (f)(4) | 120,292 | 120,292 | 120,292 | 111,210 | 124,238 | | Excess Plan (g)(4) | 37,183 | 35,972 | 37,183 | 34,385 | 40,706 | | DCP (5) | 1,933,161 | 1,933,161 | 1,933,161 | 1,933,161 | 1,933,161 | | Executive Retention Life Insurance Agreement(6) | 0 | 912,250 | 912,250 | 2,400,000 | 0 | | Total: | 15,953,741 | 29,226,042 | 26,948,213 | 16,026,292 | 15,542,601 |

  173. Basic Retirement Plan

    | 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL VINCENT J. CALABRESE, JR. | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Change in Control – Termination ($) (h) | Good Reason or Involuntary Not for Cause Termination ($) (h) | Death ($) | Disability ($) | | Compensation: | | | | | | | Accrued Base Salary (a) | 21,308 | 21,308 | 21,308 | 21,308 | 21,308 | | Base Salary Continuation(1) | 0 | 1,662,000 | 1,662,000 | 0 | 378,504 | | Executive Incentive Compensation (b)(2) | 0 | 850,944 | 0 | 850,944 | 850,944 | | Bonus(1) | 0 | 2,371,300 | 2,371,300 | 0 | 0 | | Restricted / Performance Units: Unvested and Accelerated (c)(2) | 3,616,993 | 3,616,993 | 3,616,993 | 2,355,744 | 2,589,298 | | Benefits and Perquisites: | | | | | | | Accrued Vacation (d) | 19,177 | 19,177 | 19,177 | 19,177 | 19,177 | | Post-Termination Health Care(3) | 0 | 48,894 | 48,894 | 0 | 0 | | 401(k) Plan (e)(4) | 473,694 | 473,694 | 473,694 | 473,694 | 473,694 | | RIP (f)(4) | 86,454 | 86,454 | 86,454 | 78,650 | 91,791 | | Excess Plan (g)(4) | 6,146 | 5,947 | 6,146 | 5,597 | 6,534 | | DCP (5) | 606,195 | 606,195 | 606,195 | 606,195 | 606,195 | | Total: | 4,829,967 | 9,762,906 | 8,912,161 | 4,411,309 | 5,037,445 |

  174. Basic Retirement Plan

    | 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL GARY L. GUERRIERI | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Change in Control – Termination ($) (h) | Good Reason or Involuntary Not for Cause Termination ($) (h) | Death ($) | Disability ($) | | Compensation: | | | | | | | Accrued Base Salary (a) | 19,577 | 19,577 | 19,577 | 19,577 | 19,577 | | Base Salary Continuation(1) | 0 | 1,018,000 | 1,018,000 | 0 | 333,504 | | Executive Incentive Compensation (b)(2) | 0 | 586,368 | 0 | 586,368 | 586,368 | | Bonus(1) | 0 | 1,172,736 | 1,172,736 | 0 | 0 | | Restricted / Performance Units: Unvested and Accelerated (c)(2) | 2,214,381 | 2,214,381 | 2,214,381 | 1,442,215 | 1,585,009 | | Benefits and Perquisites: | | | | | | | Accrued Vacation (d) | 19,577 | 19,577 | 19,577 | 19,577 | 19,577 | | Post-Termination Health Care(3) | 0 | 540 | 540 | 0 | 0 | | 401(k) Plan (e)(4) | 587,896 | 587,896 | 587,896 | 587,896 | 587,896 | | RIP (f)(4) | 718,382 | 718,382 | 718,382 | 639,812 | 748,534 | | Excess Plan (g)(4) | 107,253 | 103,917 | 107,253 | 95,155 | 112,738 | | BRP (g)(4) | 72,758 | 70,496 | 72,758 | 65,599 | 66,801 | | DCP (5) | 443,524 | 443,524 | 443,524 | 443,524 | 443,524 | | Total: | 4,183,348 | 6,955,394 | 6,374,624 | 3,899,723 | 4,503,528 |

  175. Basic Retirement Plan

    | 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL DAVID B. MITCHELL II | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Change in Control – Termination ($) | Death ($) | Disability ($) | | Compensation: | | | | | | Accrued Base Salary (a) | 16,846 | 16,846 | 16,846 | 16,846 | | Base Salary Continuation(1) | 0 | 876,000 | 0 | 262,500 | | Executive Incentive Compensation (b)(2) | 504,576 | 504,576 | 504,576 | 504,576 | | Restricted / Performance Units: Unvested and Accelerated (c)(3) | 1,695,280 | 1,695,280 | 1,104,574 | 1,207,874 | | Benefits and Perquisites: | | | | | | Accrued Vacation (d) | 3,369 | 3,369 | 3,369 | 3,369 | | 401(k) Plan (e)(4) | 152,846 | 152,846 | 152,846 | 152,846 | | RIP (f)(5) | 0 | 0 | 0 | 0 | | DCP (6) | 141,658 | 141,658 | 141,658 | 141,658 | | Total: | 2,514,575 | 3,390,575 | 1,923,869 | 2,289,669 |

  176. Basic Retirement Plan

    | 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL BARRY C. ROBINSON | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Change in Control – Termination ($) | Good Reason(1) or Involuntary Not for Cause Termination ($) | Death ($) | Disability ($) | | Compensation: | | | | | | | Accrued Base Salary (a) | 16,462 | 16,462 | 16,462 | 16,462 | 16,462 | | Base Salary Continuation(2) | 0 | 856,000 | 856,000 | 0 | 252,504 | | Executive Incentive Compensation (b)(2) | 0 | 493,056 | 0 | 493,056 | 493,056 | | Restricted / Performance Units: Unvested and Accelerated (c)(3) | 1,677,048 | 1,677,048 | 1,677,048 | 1,092,250 | 1,200,500 | | Benefits and Perquisites: | | | | | | | Accrued Vacation (d) | 13,169 | 13,169 | 13,169 | 13,169 | 13,169 | | Post-Termination Health Care(4) | 0 | 25,084 | 25,084 | 0 | 0 | | 401(k) Plan (e)(5) | 374,919 | 374,919 | 374,919 | 374,919 | 374,919 | | RIP (f)(6) | 0 | 0 | 0 | 0 | 0 | | DCP (7) | 302,026 | 302,026 | 302,026 | 302,026 | 302,026 | | Total: | 2,383,624 | 3,757,764 | 3,264,708 | 2,291,882 | 2,652,636 |

  177. Basic Retirement Plan

    | (1) Amounts reported in this column apply to good reason termination within one year following a change in control. If Mr. Robinson terminates his employment for good reason at any other time, Mr. Robinson is not entitled to any additional amounts. |

  178. Basic Retirement Plan

    | (2) In the event that we terminate Mr. Robinson’s employment without cause or following a change in control, or if he terminates his employment for good reason within one year of a change in control, he is entitled to base salary continuation for two years. In the event of disability, he is entitled to the amount set forth in our Officers’ Disability salary continuation program. |

  179. Basic Retirement Plan

    | (3) Based on Mr. Robinson’s age and length of service, he is eligible for early retirement under the FNB Incentive Plan. In the case of retirement, the amount reflected represents the value of restricted stock and Performance Unit awards that vest upon early retirement. Refer to the endnotes to these tables for when the shares or cash, respectively, would be distributed to Mr. Robinson. |

  180. Basic Retirement Plan

    | (4) In the event that the Company terminates Mr. Robinson’s employment without cause or following a change in control, or Mr. Robinson terminates his employment for good reason within one year of a change in control, he is entitled to an amount sufficient to pay COBRA premiums for medical insurance, to the same extent as we contributed to such premium while he was an active employee, for 18 months or until Mr. Robinson or such dependents, as the case may be, first become eligible for coverage under another group health plan of another employer, if earlier. In the case of termination for any other reason, Mr. Robinson is not entitled to any additional amounts. |

  181. Basic Retirement Plan

    | (5) Mr. Robinson is 100% vested in his benefit under this plan. |

  182. Basic Retirement Plan

    | (6) Mr. Robinson does not participate in this plan. |

  183. Basic Retirement Plan

    | (7) Mr. Robinson is 100% vested in his benefit under this plan. The amounts reflected represent the dollar amount of our company contributions into this plan as of December 31, 2023. Upon termination of employment for any reason, Mr. Robinson is entitled to receive a lump sum distribution of these balances under this plan on the first of the month following six months from his termination of employment. In the case of a change in control that does not result in termination, no benefit is immediately payable. Includes the Restoration Match on the STI bonus accrued for 2023 and contributed in 2024. |

  184. Basic Retirement Plan

    Messrs. Calabrese, Guerrieri and Robinson’s contracts do not provide for any additional benefits other than payment of accrued and unpaid obligations existing at the time of a voluntary termination of employment or by the Company for cause. Additionally, neither Mr. Delie nor the other NEOs are entitled to any type of gross up under Section 280G of the Code. “Change in Control” has the same definition as noted for Mr. Delie. Endnotes to All 2023 Potential Payments Upon Termination or Change in Control Tables: (a) Upon termination for any reason, the NEOs are entitled to an immediate lump sum payment of accrued salary due to us paying employees one week in arrears. (b) The amounts reflected in the Executive Incentive Compensation row represent the payout earned under the annual incentive portion of the FNB Incentive Plan. We make the payout in a lump sum approximately 60 days after the end of the year provided the participant is still employed by us on December 31st. For purposes of this table, in the event of death, disability or retirement, the Committee may approve a pro-rated award. The amount in the table is based on the assumption that the Committee would approve the award. Since the table assumes termination of employment as of December 31, 2023, pro-ration is not necessary. In the case of a change in control, the participant is entitled to receive a pro-rated award based on the date of termination not less than his targeted award. Therefore, the amount shown in the case of a change in control is based on the amount the NEO earned for 2023, not the NEO’s targeted award. In the event we terminate any of the NEOs for cause, we do not owe the NEO any additional amount. (c) The amounts reflected represent the taxable income realized by the NEOs under each potential termination scenario based on the terms of the FNB Incentive Plan. Under the FNB Incentive Plan, both time-based and performance-based outstanding restricted stock unit awards, will become 100% vested at target levels in the event of the death of the participant or upon a change in control, except for the performance-based awards which will become 100% vested at the higher of target or actual performance in the event of a change in control. For awards granted in 2023 and 2022, the awards only vest after a change in control if the NEO’s employment is terminated. For purposes of this table, we have assumed that the NEO’s employment was terminated as of December 31, 2023. Under the FNB Incentive Plan, a change in control occurs when there is a merger or other consolidation which results in a 50% or greater change in the ownership of the common stock of the resulting company. In the event a current NEO becomes disabled, all time-based restricted stock unit awards will become 100% vested. If an NEO terminates employment due to retirement (normal or early), all time-based awards of restricted stock units will become 100% vested. In the event an NEO terminates employment due to retirement (normal or early) and we achieve the performance objectives, the performance-based units will become 100% vested. In the event an NEO terminates employment due to disability, the performance-based units will vest on the vesting date in a pro-rated amount based on the period worked. In the event of the death of the participant or if an NEO terminates employment due to disability and we achieve the performance objectives, any performance-based units will vest on the vesting date in a pro-rated amount based on the period worked. If an NEO terminates employment due to retirement and we achieve the performance objectives, any performance-based unit will become 100% vested. Upon a change in control, any performance-based units granted prior to 2022 will become 100% vested at the higher of target or actual performance. As of December 31, 2023, for purposes of these tables, we have assumed that the performance-based units for the awards granted in 2021, 2022 and 2023 will vest between the target and maximum levels. The NEOs will forfeit all unvested awards if we terminate them for cause or if they terminate their employment for any other reason. In the case of Mr. Delie, the amounts include the taxable income that would be realized upon immediate vesting of his director time-based restricted stock unit award upon termination of service on the Board for any reason. (d) Upon termination for any reason, the NEOs are entitled to an immediate lump sum payment of earned but unused vacation days. (e) The amounts reflected represent the dollar amount of our matching and Company contributions into the 401(k) Plan as of December 31, 2023. Distributions from the 401(k) Plan will be paid at the NEO’s election in a single lump sum, in a partial lump sum, or in monthly, quarterly or annual installments after termination of employment. For purposes of these tables, we have assumed that the NEOs would elect a single lump sum form of payment. In the case of a change in control that does not result in termination, the NEO would still be employed, thus no benefit is immediately payable. (f) The present values reflected above for the RIP were determined using the following assumptions: benefit payments paid as a monthly annuity commencing at age 65, except in the case of disability where payments would commence at age 65 once long-term disability benefits cease; an interest rate of 5.00%; no pre-retirement mortality; and for post-retirement mortality, the Pri-2012 nondisabled table projected generationally with the MP-2021 improvement scale. The present values for Retirement, Change in Control Termination, Good Reason or Involuntary Not for Cause Termination, and Disability were calculated based on a five-year certain and continuous annuity option. The present value for Death was calculated based on a 100% joint and survivor annuity option and assumes that the NEO and his spouse are the same age. In addition, the death benefit is assumed to commence immediately if the NEO is over age 55 or otherwise at age 55. In the case of a change in control that does not result in termination, no benefit is immediately payable. Note that we have shown the present value of the benefit available for consistency with the 2023 Pension Benefits table; however, the participant is only entitled to a lump sum distribution if the lump sum benefit under the RIP is less than $60,000.

  185. Basic Retirement Plan

    (g) The present values reflected above for the Excess Plan and BRP were determined using the following assumptions: benefit payment paid as a monthly annuity commencing at age 65, except in the case of disability where payments would commence at age 65 once long-term disability benefits cease, and in the case of termination following a change in control where the payment would be in the form of an immediate lump sum; an interest rate of 4.95% for annuity payments and the IRS-mandated segment rates for distributions in 2024 for the lump sum payment triggered due to Change in Control — Termination; no pre-retirement mortality; and for post-retirement mortality, the Pri-2012 nondisabled table projected generationally with the MP-2021 improvement scale for annuity payments and the IRS-mandated mortality for the lump sum payment due upon Change in Control — Termination. The present values for Retirement, Involuntary Not for Cause Termination, and Disability were calculated based on a five-year certain and continuous annuity option. The present value for Death was calculated based on a 100% joint and survivor annuity option and assumes that the NEO and his spouse are the same age. In addition, the death benefit is assumed to commence immediately if the NEO is over age 55 or, if the NEO is under age 55, the benefit is assumed to commence when the NEO reaches age 55. Note that we have shown the present value of the benefit available for consistency with the 2023 Pension Benefits table. The participant is not entitled to a lump sum payment unless there is a change in control. See the 2023 Pension Benefits table and accompanying narrative for more information about the pension benefits under this plan. (h) If the total payments would cause the NEO to become subject to the excise tax imposed under Section 4999 of the Code, then payments and benefits will be reduced to the amount that would not cause the NEO to be subject to the excise tax if such a reduction would put the NEO in a better after-tax position than if the NEO were to pay the tax.

  186. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information: For fiscal 2023, our last completed fiscal year:

  187. CEO Pay Ratio Disclosure

    | • | The median of the annual total compensation of all employees of our Company was $71,474; and |

  188. CEO Pay Ratio Disclosure

    | • | The annual total compensation of Mr. Delie, our CEO, was $7,374,084 *. |

  189. CEO Pay Ratio Disclosure

    Based on this information, the ratio for 2023 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 103:1, which is a reasonable estimate that has been calculated in a manner consistent with the rules adopted by the SEC. Our median employee is a full-time associate serving as a Quality Control and Compliance Specialist; is incentive eligible; and participates in our 401(k) Plan and in the medical, dental, life, disability insurance programs provided by the Company. In accordance with the rule, we completed the following steps to identify the median of the annual total compensation of all our employees and to determine the annual total compensation of our median employee and CEO:

  190. CEO Pay Ratio Disclosure

    | • | As of December 31, 2023, our employee population consisted of approximately 4,288 individuals, including any full-time, part-time, temporary or seasonal employees employed on that date. |

  191. CEO Pay Ratio Disclosure

    | • | To find the median of the annual total compensation of all our employees, we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2023. No full-time equivalent adjustments were made for part-time employees. |

  192. CEO Pay Ratio Disclosure

    | * Total compensation differs slightly from that reported in the 2023 Summary Compensation Table due to health care plan premium and Healthcare Spending Account contributions being included. |

  193. CEO Pay Ratio Disclosure

    | • | After identifying the median employee, we added together all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $71,474. |

  194. CEO Pay Ratio Disclosure

    We calculated the annual total compensation for the median employee using the same methodology used to calculate Mr. Delie’s total compensation in the Summary Compensation Table. We also included FNB’s health care plan premium contributions for both the employee and Mr. Delie. As a result, Mr. Delie’s annual total compensation for pay ratio purposes is slightly higher than the amount reported for him in the Summary Compensation Table. In addition to the information provided above required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we conducted additional analysis of our CEO pay versus our employee population using alternative methodologies that we believe are more reflective of our business model and our employee population. We have a significant portion of our employees in our retail network who primarily work fewer and a variable number of hours than most employees. When comparing our CEO’s pay to our average employee the ratio is 71 to 1 and when compared to our average full-time employee the ratio is 65 to 1. The pay ratio disclosure rules of Item 402(u) of Regulation S-K provide companies with a great deal of flexibility in determining their pay ratio reporting methodologies and in estimating the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees. Our methodology may differ materially from the methodology used by other companies, which, among other factors such as differences in employee populations, geographic locations, business strategies, and compensation practices, may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including other companies within the financial services industry. Therefore, we do not believe the ratio should be used as a comparison between companies.

  195. Pay versus Performance Disclosure

    Pay versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the four-year period of 2020 through 2023. The language noted in the tables below and required by Regulation S-K refers to “compensation actually paid.” “Compensation actually paid” includes the difference in the fair market value of the LTI awards from the prior year end to the vesting date, for awards that vested during the year, or to the current year end, for awards that are outstanding at year end. The CD&A provides further detail on the Company’s pay-for-performance philosophy. The Compensation Committee did not consider the pay-versus-performance disclosure below in making its pay decisions for any of the NEOs for the years shown below.

  196. Pay versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2),(3 ) | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid to Non-PEO NEOs (2),(3 ) | Value of Initial Fixed $100 Investment Based On (5 ) | | Net income (millions) (6) | Operating ROATCE(*) | | | | | | | TSR | KRX Index Total Return | | | | 2023 | $7,356,609 | $10,068,081 | $1,801,064 | $2,245,242 | $129 | $116 | $484.9 | 18.3% | | 2022 | $6,818,374 | $14,217,675 | $1,667,346 | $2,870,951 | $118 | $116 | $439.1 | 17.5% | | 2021 | $6,577,522 | $11,913,114 | $1,584,381 | $2,475,609 | $105 | $125 | $404.6 | 15.7% | | 2020 | $6,308,713 | $4,838,248 | $1,573,184 | $1,327,493 | $79 | $91 | $286.0 | 13.1% |

  197. Pay versus Performance Disclosure

    | (*) | Non-GAAP measure |

  198. Pay versus Performance Disclosure

    | (1) The amounts shown are based on the total compensation figures presented in the Summary Compensation Table for Mr. Vincent J. Delie, Jr., our principal executive officer (PEO), for each of the years listed. |

  199. Pay versus Performance Disclosure

    | (2) The amounts shown for Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs have been calculated in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Delie or the Non-PEO NEOs during the applicable year. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 3 below. |

  200. Pay versus Performance Disclosure

    | (3) Compensation Actually Paid reflects the exclusions and inclusions from the Summary Compensation Table total for our PEO and Non-PEO NEOs as set forth below. Amounts excluded, which are set forth in the Exclusion of Stock Awards and Change in Pension Value columns in each of the PEO Compensation Actually Paid and the Non-PEO NEOs Compensation Actually Paid tables below in this footnote 3, are the aggregate amounts shown in the “Stock Awards” and “Change in Pension Value” columns from the Summary Compensation Table. Amounts included, which are set forth in the Inclusion of Equity Award Adjustments and Pension Service Cost columns in each of such tables below in this footnote 3, are the aggregate of the following components: |

  201. Pay versus Performance Disclosure

    | a. | Add the fair value as of the end of the year of unvested equity awards granted in that year; |

  202. Pay versus Performance Disclosure

    | b. | Add the change in fair value (if positive, or subtract if negative) as of the end of the year (from the end of the prior year) of equity awards granted in prior years that remained outstanding and unvested at the end of the year; |

  203. Pay versus Performance Disclosure

    | c. | Add the change in fair value (if positive, or subtract if negative) as of the end of the vesting date during the year (from the end of the prior year) of equity awards granted in prior years that vested during that year; |

  204. Pay versus Performance Disclosure

    | d. | Subtract the fair value at the end of the prior year for awards granted in prior years that forfeited or failed to meet applicable vesting conditions during the covered year; and |

  205. Pay versus Performance Disclosure

    | e. | Add the aggregate of: the service cost (which is calculated as the actuarial present value of each NEO’s benefit under all plans reported in the “Changes to Pension Value” in the Summary Compensation Table, attributable to services rendered during the covered year), and the prior service cost (which is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered year that are attributable by the benefit formula to services rendered in periods prior to the amendment). |

  206. Pay versus Performance Disclosure

    | f. | Equity values are calculated in accordance with FASB ASC Topic 718. There were no adjustments required for pension service cost or prior pension service. |

  207. PEO Compensation Actually Paid Table

    PEO Compensation Actually Paid Table

  208. PEO Compensation Actually Paid Table

    | Year | Summary Compensation Table Total for PEO | Exclusion of Stock Awards and Change in Pension Value | Inclusion of Equity Award Adjustments and Pension Service Costs (a) | Compensation Actually Paid to PEO(2)(3) | | 2023 | $7,356,609 | $3,225,435 | $5,936,907 | $10,068,081 | | 2022 | $6,818,374 | $3,211,952 | $10,611,253 | $14,217,675 | | 2021 | $6,577,522 | $3,118,203 | $8,453,795 | $11,913,114 | | 2020 | $6,308,713 | $3,118,593 | $1,648,128 | $4,838,248 |

  209. PEO Compensation Actually Paid Table

    | (a) The components of the amounts shown in this column for our PEO are presented in the table below: |

  210. PEO Components of Compensation Actually Paid

    PEO Components of Compensation Actually Paid

  211. PEO Components of Compensation Actually Paid

    | Year | Fair Value of Awards Granted in Applicable Year at Year-End | Change in Value of Prior Years’ Awards Unvested at Applicable Year-End | Change in Value of Prior Years’ Awards that Vested in Applicable Year at Vesting Date | Change in Value of Prior Years’ Awards that Forfeited During Applicable Year | Total Equity Value included in Compensation Actually Paid (total of prior four columns) | Pension Service Costs | Total Inclusion of Equity Values and Pension Service Costs | | 2023 | $3,435,782 | $1,860,710 | $640,415 | $0 | $5,936,907 | $0 | $5,936,907 | | 2022 | $3,538,712 | $6,735,690 | $336,851 | $0 | $10,611,253 | $0 | $10,611,253 | | 2021 | $3,208,558 | $4,097,867 | $1,147,370 | $0 | $8,453,795 | $0 | $8,453,795 | | 2020 | $4,399,042 | $(1,425,294) | $(531,199) | $(794,421) | $1,648,128 | $0 | $1,648,128 |

  212. NEOs Compensation Actually Paid Table

    NEOs Compensation Actually Paid Table

  213. NEOs Compensation Actually Paid Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Exclusion of Stock Awards and Change in Pension Value | Inclusion of Equity Award Adjustments and Pension Service Costs (a) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) | | 2023 | $1,801,064 | $561,636 | $1,005,814 | $2,245,242 | | 2022 | $1,667,346 | $543,863 | $1,747,468 | $2,870,951 | | 2021 | $1,584,381 | $523,109 | $1,414,338 | $2,475,609 | | 2020 | $1,573,184 | $561,297 | $315,606 | $1,327,493 |

  214. NEOs Compensation Actually Paid Table

    | (a) The components of the amounts shown in this column for our non-PEO NEOs are presented in the table below: |

  215. NEOs Components of Compensation Actually Paid

    NEOs Components of Compensation Actually Paid

  216. NEOs Components of Compensation Actually Paid

    | Year | Fair Value of Awards Granted in Applicable Year at Year-End | Change in Value of Prior Years’ Awards Unvested at Applicable Year-End | Change in Value of Prior Years’ Awards that Vested in Applicable Year at Vesting Date | Change in Value of Prior Years’ Awards that Forfeited During Applicable Year | Total Equity Value included in Compensation Actually Paid (total of prior four columns) | Pension Service Costs | Total Inclusion of Equity Values and Pension Service Costs | | 2023 | $594,310 | $322,176 | $89,328 | $0 | $1,005,814 | $0 | $1,005,814 | | 2022 | $597,422 | $1,096,293 | $53,753 | $0 | $1,747,468 | $0 | $1,747,468 | | 2021 | $552,429 | $648,464 | $213,445 | $0 | $1,414,338 | $0 | $1,414,338 | | 2020 | $812,601 | $(233,836) | $(95,398) | $(167,761) | $315,606 | $0 | $315,606 |

  217. NEOs Components of Compensation Actually Paid

    | (4) The Non-PEO NEOs for whom the Summary Compensation Table total average compensation is presented are for 2023, 2022 and 2021, Mr. Vincent J. Calabrese Jr., Mr. Gary L. Guerrieri, Mr. David B. Mitchell, and Mr. Barry C. Robinson; and for 2020, Mr. Vincent J. Calabrese Jr., Mr. Gary L. Guerrieri, Mr. Robert Moorehead and Mr. Barry C. Robinson. Figures shown are based on the total compensation figures presented in the Summary Compensation Table for each Non-PEO NEO for each of the years listed. |

  218. NEOs Components of Compensation Actually Paid

    | (5) This column shows the Company’s TSR and the TSR for the peer group used by the Company in its stock performance graph in its 2023 Form 10-K, and the KBW Regional Bank Index (“KRX”), on a cumulative basis for each year of the three-year period from 2020 through 2023. Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2023, in either FNB or in the KRX index, and reinvestment of the pre-tax value of the dividends paid. |

  219. NEOs Components of Compensation Actually Paid

    | (6) Net income represents net income before preferred dividends. |

  220. Relationship Between Compensation Actually Paid and Company Cumulative TSR

    Relationship Between Compensation Actually Paid and Company Cumulative TSR The following chart presents the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR for each year of the four-year period from 2020 through 2023.

  221. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income The following chart presents the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net income for each year of the four-year period from 2020 through 2023.

  222. Relationship Between Compensation Actually Paid and Operating ROATCE*

    Relationship Between Compensation Actually Paid and Operating ROATCE* The following chart presents the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s Operating ROATCE* for each year of the four-year period from 2020 through 2023.

  223. List of the Most Important Financial Performance Measures

    | 2023 Director Compensation |

  224. List of the Most Important Financial Performance Measures

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | TOTAL ($) | | Pamela A. Bena | 92,500 | 79,992 | 0 | 172,492 | | William B. Campbell | 130,000 | 79,992 | 0 | 209,992 | | James D. Chiafullo | 87,500 | 84,987 | 0 | 172,487 | | Mary Jo Dively | 95,000 | 79,992 | 0 | 174,992 | | David J. Malone | 96,458 | 84,987 | 0 | 181,445 | | Frank C. Mencini | 117,500 | 84,987 | 0 | 202,487 | | David L. Motley | 90,000 | 79,992 | 0 | 169,992 | | Heidi A. Nicholas | 107,500 | 84,987 | 0 | 192,487 | | John S. Stanik | 80,000 | 79,992 | 0 | 159,992 | | William J. Strimbu | 110,000 | 84,987 | 0 | 194,987 |

  225. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our bylaws provide that in the circumstance of an uncontested director election, which is the case for this year’s director election, our directors are elected by a majority of the votes cast in person or by proxy at our Annual Meeting. Our Articles of Incorporation do not authorize cumulative voting for the election of directors. To receive a majority of votes cast means that the shares voted for a director’s election exceed the number of votes withheld. This matter is considered a non-routine matter and, as a result, there may be broker non-votes (see description of broker non-votes in the next section, below). Broker non-votes and abstentions will not be included in the total votes cast and will not affect the results of the vote on this proposal. Our bylaws provide that any incumbent director who does not receive a majority of votes cast will promptly tender his or her resignation to the Board. Upon recommendation of the Nominating and Corporate Governance Committee, the Board shall determine whether to accept the resignation. If there is a contested election (which is not the case in 2024), directors are elected by a plurality of votes cast at the meeting.