DEF 14A of FNB Corp/Pa/
Filed Mar 25, 2026 · FY20250001193125-26-122941
Reasons for Nomination
Reasons for Nomination
Reasons for Nomination
| • | More than 36 years of broad-based experience in the financial services industry, encompassing executive management roles with FNB and other large financial institutions. This experience includes extensive involvement in multifaceted, complex banking operations, as well as expertise across capital markets, investment banking and in strategic planning. |
Reasons for Nomination
| • | Under Mr. Delie’s tenure as an executive leader, FNB has grown from $8.7 billion in assets in 2009 to surpassing $50 billion in assets by the end of 2025. |
Reasons for Nomination
| • | FNB has produced significant expansion in terms of scale, geographic markets, complexity of operations, revenue, earnings, capital growth and the breadth of its available products and services. |
Reasons for Nomination
| • | FNB has completed and integrated numerous acquisitions and experienced record profitability. FNBPA has been recognized by various regional and national publications and firms which evaluate employee satisfaction, commitment to corporate responsibility, the quality of bank products and services and deployment of innovative technology. |
Reasons for Nomination
| • | Mr. Delie has been instrumental in positioning FNB’s digital banking innovation strategy to reach new heights of engagement with its proprietary digital platform, eStore®, the centerpiece of the Company’s Clicks-to-Bricks strategy and ability to provide customers and clients flexibility in managing their banking experience. |
Reasons for Nomination
| • | Mr. Delie built a strong risk management framework which enables FNB to continue its trajectory to remain a successful financial services company in the U.S. |
Reasons for Nomination
| Mary Jo Dively |
Reasons for Nomination
| | Committees: • Audit • Credit Risk, Fair Lending and CRA • Risk Other Public Company Directorship and Executive Management Experience: None |
Director and NEO Stock Ownership
| 2025 Director Compensation |
Director and NEO Stock Ownership
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | TOTAL ($) | | Pamela A. Bena | 93,958 | 79,988 | 0 | 173,946 | | William B. Campbell(a) | 131,458 | 79,988 | 0 | 211,446 | | James D. Chiafullo | 90,416 | 84,983 | 0 | 175,399 | | Mary Jo Dively | 95,000 | 79,988 | 0 | 174,988 | | David J. Malone | 97,500 | 84,983 | 0 | 182,483 | | Frank C. Mencini | 118,958 | 84,983 | 0 | 203,941 | | David L. Motley | 90,000 | 79,988 | 0 | 169,988 | | Heidi A. Nicholas | 107,500 | 84,983 | 0 | 192,483 | | John S. Stanik | 84,375 | 79,988 | 0 | 164,363 | | William J. Strimbu | 111,458 | 84,983 | 0 | 196,441 |
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 performance relative to peers and the creation of long-term shareholder value, because a significant portion of the direct and total compensation is in the form of performance-based 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-based portion. The performance-based 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.
Summary of Key Compensation Practices
| FNB Compensation Governance Practices | | • The Compensation Committee approves all elements of compensation for all executive officers. Our independent outside compensation consultant, along with FNB’s Risk Management, Finance, Human Resources and Legal, 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, financial performance and compensation outcomes, as well as fairness across the organization. | | • We annually conduct a robust risk assessment of all 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 incentive compensation plans to increase compensation when our performance under various measures, including total shareholder return (TSR), is better than peers, and decrease compensation when our performance is worse than peers’ and do not provide incentive compensation when we do not achieve certain financial performance thresholds. | | • Our short-term and long-term incentive plans contain maximum limits. | | • Earned dividend equivalents on unvested RSUs are not paid until the RSUs vest. | | • 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 which 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’s Legal Department regarding these restrictions. | | • We annually provide our shareholders an opportunity to provide a “Say-on-Pay” advisory vote on our compensation programs and provide them an opportunity to vote on the frequency of such votes every 5-6 years. | | • We do not provide tax gross-up payments for executive perquisites or 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 and all employment agreements. | | • We do not make severance payments for “cause” terminations or resignations other than for good reason. | | • We do not provide extraordinary relocation benefits. |
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 value creation focus:
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. |
Our Compensation Program Has Appropriate Long-Term Orientation
| • | Our LTI plan is based upon multiple peer-relative performance metrics, Operating Return on Average Tangible Common Equity (Operating ROATCE)*, Internal Capital Generation (ICG) growth* and TSR. |
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. |
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 longstanding reputation for objectively 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 provides ongoing independent advice and recommendations regarding CEO, NEO, Section 16 officer and director compensation practices that are aligned with our business goals and compensation philosophy, assists with benchmarking Board and executive officer compensation relative to industry and peer practices, offers input regarding our Proxy Statement compensation-related disclosures and consults 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 had access to independently consult with our CEO, CFO, Senior Vice President of Human Resources and Corporate Services, Chief Legal Officer, Chief Risk 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
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. |
Role of Independent Compensation Consultant
| (2) A copy of the Charter is available on our website (www.fnb-online.com/governance) and web linked in Annex C. |
Role of Independent Compensation Consultant
members, both during and outside of meetings, his 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 (i) the Company’s performance relative to the short-term and long-term incentive plans versus (ii) the peers’ performance relative to the FNB short-term and long-term incentive plans. Neither the CEO or executive officers are 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, aligns executives’ interests with those of shareholders and ensures that executives’ compensation packages will appropriately motivate and reward ongoing achievement of business goals. In 2025, 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 2025 executive compensation program for our NEOs, whose compensation is noted in the 2025 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 that provide further historical compensation information for our NEOs as identified below.
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 | | Alfred D. Cho(1) | Chief Consumer Banking Officer | | Barry C. Robinson(2) | Former Chief Consumer Banking Officer |
Role of Independent Compensation Consultant
| (1) Mr. Cho was hired on September 29, 2025 |
Role of Independent Compensation Consultant
| (2) Mr. Robinson retired on October 10, 2025 |
Role of Independent Compensation Consultant
| Executive Summary |
Introduction
| ✓ | Consistent with industry practices, consider shareholder feedback and the advice of our compensation consultant, and ensure compensation is aligned with shareholder value creation and interests. |
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 diluted common share versus plan and investor expectations. |
Introduction
| (1) We have assumed that amounts at target are based on annualized base salary figures for all NEOs except for the LTI amount for Mr. Cho, which was zero since he was hired on September 29, 2025, after the LTI awards for 2025 were granted to the other NEOs. |
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. |
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. |
Pay Aligned to Performance
| 3. | Ensures the structure and effectiveness of our compensation programs to promote long-term shareholder value by linking them to our financial performance relative to peers. |
Pay Aligned to Performance
| Area of Oversight | Compensation Committee Responsibilities | | Governance | Reviews and oversees the Company’s compensation philosophy and the overall effectiveness of the compensation program; determines Compensation Committee membership eligibility; reviews the CD&A and Compensation Committee Report; evaluates the independence of the compensation consultant; reviews consultant reports regarding compensation practices; oversees compensation policies, including stock ownership guidelines; reviews the Committee Charter; and evaluates the performance of the Committee’s compensation consultant. | | Target Setting | Establishes corporate performance measures and objectives for short-term and long-term incentive programs and annually reviews and approves STI and LTI performance targets for the CEO and other executive officers. | | Performance Assessments and Compensation Determinations | Reviews performance outcomes relative to established annual and long-term incentive goals; reviews the independent compensation consultant’s annual market assessment of executive officer compensation, including the CEO; and considers the reasonableness of the Company’s overall executive compensation program. | | Market and Risk Assessment | Considers risks associated with the Company’s incentive compensation arrangements; reviews industry and market data provided by the compensation consultant; reviews and approves the Compensation Risk Assessment prepared by the Chief Risk Officer; and monitors compensation-related trends and developments. | | Shareholder Feedback | Reviews shareholder feedback and results of management’s shareholder engagement activities; considers reports and recommendations from proxy advisory firms; and reviews prior Say-on-Pay voting results. |
Pay Aligned to Performance
Along with our compensation consultant and in order to define an appropriate peer set for determining 2025 compensation levels and for performance comparison metrics for use in incentive compensation plans, we screened all 2024 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 concluded that no changes were needed for the 2025 peer group. The peer group below represents an appropriate comparative reference for both determining executive compensation and establishing appropriate relative peer benchmarks for use in incentive compensation plans. The Committee also recognized that some of the peers in the 2025 peer group may be in process of a strategic combination pending regulatory approval, or have made such an announcement, during the 2025 fiscal year. As such, the Board will revisit those peers for the purposes of the 2026 peer group.
Pay Aligned to Performance
| 2025 Peer Group (sorted from highest to lowest asset base as of 12/31/25) | | | Huntington Bancshares, Inc. (HBAN)(1) Regions Financial (RF) Zions Bancorporation (ZION) Webster Financial Corp. (WBS) First Horizon National Corp. (FHN) Comerica (CMA)(2) UMB Financial Corp. (UMBF) Wintrust Financial Corp. (WTFC) South State Bank (SSB) Valley National Bancorp. (VLY) | Synovus Financial Corp. (SNV)(3) Pinnacle Financial Partners (PNFP)(3) Cullen/Frost Bankers, Inc. (CFR) BOK Financial (BOKF) Associated Banc-Corp. (ASB) Hancock Whitney Corp. (HWC) BankUnited, Inc. (BKU) Commerce Bancshares, Inc. (CBSH) Fulton Financial Corp. (FULT) Texas Capital Bancshares Inc (TCBI) Simmons First National Corp. (SFNC) |
Pay Aligned to Performance
| 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. | • 58% of CEO’s target pay is performance based. • 47% of other average NEOs’ pay is performance based. | | • Our LTI awards are divided into time-based and performance-based 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. • Performance-based LTI awards will not vest if we do not achieve the threshold performance level. • 40% of LTI awards are time-based. | | • A substantial portion of compensation has performance-linked components for our CEO and NEOs. | • Performance versus peers’ performance measures effectively tie pay and performance. • Award payouts require 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 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. | • Offers a competitive market executive total compensation package. | • When performance is above or below median, our NEOs’ realized pay moves similarly. • Considers peer group compensation practices. • Considers recommendations of the independent compensation consultant. |
Pay Aligned to Performance
| Short-Term Incentive Compensation Plan Structure and Awards |
Pay Aligned to Performance
| | • The use of peer-relative metrics in FNB’s STI Plan distinguishes the plan from most peer compensation plans which generally do not use peer-relative metrics in short-term incentive plans. • For the “Operating EPS* vs. Plan Operating EPS Target” metric, the Board considers many elements of the plan including: ✓ Themacroeconomic environment ✓ Thedegree of positive operating leverage ✓ Ourrisk appetite and risk tolerance ✓ Peerperformance and industry growth estimates ✓ Allexternal conditions affecting operations, including factors related to employees, earnings and expenses |
Short-Term Incentive Compensation Plan Structure
Short-Term Incentive Compensation Plan Structure A brief description of each of the 2025 STI metrics is provided below along with why FNB believes they are important to the performance, strategy and investment thesis of FNB.
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 considers 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.
Calculation of Total STI Payout Award
| Performance Level | Operating EPS* vs Target | Peer-Relative Operating ROATCE* | Peer-Relative Efficiency Ratio* | Vesting Percentage(1) | | 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 | | Metric Weighting | 70% | 20% | 10% | |
Calculation of Total STI Payout Award
| (1) There is straight-line interpolation between all levels. |
2025 Short-Term Incentive Compensation Award Target Opportunities
2025 Short-Term Incentive Compensation Award Target Opportunities The Committee sets CEO and other NEOs target incentive opportunity expressed as a percentage of each of their base salaries. We increased the NEOs’ 2024 base salaries in 2025, as noted below, to ensure competitive direct compensation relative to the market median. Furthermore, to ensure total compensation for our CEO remained competitive with peer CEOs’ total compensation, we increased his target STI percentage to 135% for 2026.
2025 Short-Term Incentive Compensation Award Target Opportunities
| Name | 2025 Salary | 2024 Salary | % Increase | Below Threshold | Threshold (50%) | Target (100%) | Maximum (200%) | | Vincent J. Delie, Jr. | $1,224,000 | $1,200,000 | 2.0% | 0% | 62.5% | 125.0% | 250.0% | | Vincent J. Calabrese, Jr. | 576,000 | 565,000 | 1.9 | 0 | 42.5 | 85.0 | 170.0 | | Gary L. Guerrieri | 529,000 | 519,000 | 1.9 | 0 | 30.0 | 60.0 | 120.0 | | David B. Mitchell II | 456,000 | 447,000 | 2.0 | 0 | 30.0 | 60.0 | 120.0 | | Alfred D. Cho(1) | 450,000 | — | — | 0 | 30.0 | 60.0 | 120.0 | | Barry C. Robinson(2) | 446,000 | 437,000 | 2.1 | 0 | 30.0 | 60.0 | 120.0 |
2025 Short-Term Incentive Compensation Award Target Opportunities
| (1) Mr. Cho was hired on September 29, 2025 |
2025 Short-Term Incentive Compensation Award Target Opportunities
| (2) Mr. Robinson retired on October 10, 2025 |
2025 STI Performance Results Summary
2025 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.
Performance on Peer-Relative Performance Metrics
Performance on Peer-Relative Performance Metrics For purposes of our STI performance results, the 2025 Operating ROATCE, excluding AOCI*, was 14.3% for the year resulting in a 148% payout based on being at the 62nd percentile of our peers. The Operating Efficiency Ratio* was 54.8% and resulted in a 184% payout based on being at the 71st percentile of our peers.
Overall Short-Term Incentive Compensation Performance and Payout
Overall Short-Term Incentive Compensation Performance and Payout After considering the performance of actual results compared to STI Plan target, peer-relative Operating ROATCE, excluding AOCI, and peer-relative Efficiency Ratio according to the formulaic calculation of FNB’s STI Plan, the resulting performance was 188% of target. This was the level at which the Committee awarded short-term incentive compensation to each NEO. The Committee also recognized that FNB achieved 14 financial records in 2025 including:
Overall Short-Term Incentive Compensation Performance and Payout
| • Total Assets ($50.2B) • Total Spot Loans and Leases ($34.8B) • Total Spot Deposits ($38.8B) • Total Revenue ($1,765B) • Total Net Interest Income ($1,396M) • Non-Interest Income ($369M) • Operating Net Income Available to Common Shareholders* ($577M) | • Operating Pre-Provision Net Revenue* ($774M) • Operating Earnings Per Diluted Common Share* (EPS) ($1.59) • Tangible Book Value Per Diluted Common Share* ($11.87) • Tangible Common Equity (TCE) ratio* (8.9) • CET1 Ratio (11.4) • Market Capitalization ($6.1B) • Capital Returned to Shareholders ($224M) |
Overall Short-Term Incentive Compensation Performance and Payout
Furthermore, 1-Year Total Shareholder Return (TSR) was 19.4%, and 3-Year TSR was 45.4%.
Overall Short-Term Incentive Compensation Performance and Payout
| Long-Term Incentive Compensation Plan Structure and Awards |
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 in the previous graph, 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 adjusted based on relative TSR performance to determine the final payout percentage. If TSR performance is at the median, no adjustment is made to the award. If our TSR performance is at or below the 25th percentile of peers’ performance, the award is adjusted downward by 25%. If our TSR performance is at or above the 75th percentile, the award is adjusted upward by 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 Tangible Book Value (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’ performance the same way as described above for Operating ROATCE* performance. All stock-based performance awards vest based on the following tables:
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 |
Long-Term Incentive Compensation Plan Structure
| (1) There is straight-line interpolation between all levels. |
2025 Long-Term Incentive Compensation Award Target Opportunities
2025 Long-Term Incentive Compensation Award Target Opportunities The following table shows the target value of the 2025 grants for each of the NEOs. The performance-based awards will vest in 2028 only to the extent performance goals are met.
2025 Long-Term Incentive Compensation Award Target Opportunities
| Name (1) | 2025 LTI Plan Opportunity (% of Salary) | Performance- Based ($) | Time- Based ($) | | Vincent J. Delie, Jr | 300 | 2,203,200 | 1,468,800 | | Vincent J. Calabrese, Jr. | 150 | 518,400 | 345,600 | | Gary L. Guerrieri | 100 | 317,400 | 211,600 | | David B. Mitchell II | 90 | 246,240 | 164,160 | | Barry C. Robinson (2) | 90 | 240,840 | 160,560 |
2025 Long-Term Incentive Compensation Award Target Opportunities
| (1) Mr. Alfred D. Cho is excluded from this table as he commenced employment on September 29, 2025, after the LTI awards for 2025 were granted to the other NEOs. On September 29, 2025, Mr. Cho received a time-based award valued at $550,000 to honor commitments set forth in his offer letter. |
2025 Long-Term Incentive Compensation Award Target Opportunities
| (2) Mr. Robinson retired on October 10, 2025. |
2025 Long-Term Incentive Compensation Award Target Opportunities
2023 to 2025 LTI Performance Results Summary As a result of the strong performance during 2023 through 2025, the performance award for that period paid out at 163% of each NEO’s target. The Operating ROATCE* metric was at the 55th percentile of peers and the ICG Growth* metric was at the 65th percentile of peers for the three-year measurement period. TSR performance was at the 80th percentile of peers for the three-year measurement period. Additional ranking and measurement details for each metric are shown below. Total 2025 STI and LTI Compensation Plan Payout Results Based on the above analysis, the Committee reasonably believes the 2025 short-term and long-term incentive award determinations appropriately balance long-term shareholder interests and reward executives for successfully executing on both FNB’s 2025 Operating Plan and our broader long-term strategic initiatives. This strong operating performance has enabled FNB to return $224 million to our shareholders in 2025, and over $1.2 billion to our shareholders since 2020 (representing dividends paid and shares repurchased).
2025 Long-Term Incentive Compensation Award Target Opportunities
| Additional Compensation Policies and Practices |
Management Stock Ownership Policy
| • | shares held in the 401(k) Plan and/or non-qualified deferred compensation plan; |
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 2025 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 2025 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 2025 Non-Qualified Deferred Compensation and 2025 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 2025 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 2025 Potential Payments Upon Termination or Change in Control tables and in the narrative accompanying the 2025 Summary Compensation Table.
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 $2.4 million. The life insurance agreement and our obligation to remit premiums terminates upon: Mr. Delie’s death, the date he voluntarily terminates employment prior to attaining age 68, the date Mr. Delie’s employment is terminated for Cause, as defined in the life insurance agreement, or the date Mr. Delie violates any restrictive covenants contained in his employment agreement. If Mr. Delie remains continuously employed by FNB through December 31, 2027, we are obligated to pay annual policy premiums through the end of the policy year in which Mr. Delie attains age 68 regardless of whether he voluntarily terminates his employment, unless he violates any applicable restrictive covenants. If we terminate Mr. Delie’s employment without Cause, as defined in the life insurance agreement, or he terminates his employment for Good Reason upon or following a Change in Control, as each are defined in his employment agreement, in either case prior to his attainment of age 68, we are obligated to remit an additional premium amount needed for the life insurance policy to become fully paid-up, such that all the premium payments are complete, Mr. Delie is free of all payment obligations, and the life insurance policy will remain intact and fully paid until Mr. Delie’s death.
William J. Strimbu
| 2025 Summary Compensation Table |
William J. Strimbu
| Name and Principal Position | Year | Salary ($) | 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 | 2025 | 1,222,893 | 0 | 3,843,347 | 0 | 2,876,400 | 16,812 | 513,175 | 8,472,627 | | | 2024 | 1,199,500 | 0 | 3,529,358 | 0 | 2,079,300 | 0 | 487,283 | 7,295,441 | | | 2023 | 1,187,000 | 0 | 3,225,435 | 0 | 2,279,040 | 15,954 | 649,180 | 7,356,609 | | Vincent J. Calabrese, Jr. Chief Financial Officer | 2025 | 575,493 | 0 | 885,511 | 0 | 920,448 | 8,917 | 159,995 | 2,550,364 | | | 2024 | 564,577 | 0 | 885,891 | 0 | 626,562 | 0 | 148,339 | 2,225,369 | | | 2023 | 553,385 | 0 | 880,825 | 0 | 850,944 | 8,977 | 194,912 | 2,489,043 | | Gary L. Guerrieri Chief Credit Officer | 2025 | 528,539 | 0 | 542,178 | 0 | 596,712 | 96,809 | 106,163 | 1,870,401 | | | 2024 | 518,615 | 0 | 542,527 | 0 | 431,663 | 7,434 | 96,740 | 1,596,979 | | | 2023 | 508,423 | 0 | 539,521 | 0 | 586,368 | 77,827 | 127,550 | 1,839,689 | | David B. Mitchell II Chief Wholesale Banking Officer | 2025 | 455,585 | 0 | 420,650 | 0 | 514,368 | 0 | 88,702 | 1,479,305 | | | 2024 | 446,654 | 0 | 420,524 | 0 | 371,779 | 0 | 79,071 | 1,318,028 | | | 2023 | 437,500 | 0 | 417,865 | 0 | 504,576 | 0 | 86,498 | 1,446,439 | | Alfred D. Cho Chief Consumer Banking Officer (6) | 2025 | 95,192 | 0 | 550,000 | 0 | 507,600 | 0 | 283,939 | 1,436,731 | | Barry C. Robinson Chief Consumer Banking Officer (7) | 2025 | 368,427 | 0 | 411,409 | 0 | 390,841 | 0 | 52,424 | 1,223,101 | | | 2024 | 436,654 | 0 | 411,119 | 0 | 363,462 | 0 | 84,735 | 1,295,970 | | | 2023 | 427,539 | 0 | 408,331 | 0 | 493,056 | 0 | 100,159 | 1,429,085 |
William J. Strimbu
| 2025 Grants of Plan-Based Awards |
William J. Strimbu
| 2025 Outstanding Equity Awards at Fiscal Year-End(1) |
William J. Strimbu
| 2025 Option Exercises and Stock Vested(1) |
William J. Strimbu
| 2025 Pension Benefits |
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 percentage for Tier 1 participants, the level at which Mr. Guerrieri was a participant, is 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. The other Tiers were higher percentages but there are no longer any active employees participating above Tier 1. 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) Plan and DCP. Before the BRP was frozen, the participant’s rights to benefits under the BRP vested at 100% if the participant terminates service due to death, disability, or normal retirement (age 65) or after a “change in control” (as defined in the BRP). 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.
Basic Retirement Plan
| 2025 Non-Qualified Deferred Compensation |
Basic Retirement Plan
| 2025 Potential Payments Upon Termination or Change in Control |
Basic Retirement Plan
| 2025 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) | 61,200 | 61,200 | 61,200 | 61,200 | 61,200 | | Base Salary Continuation(1) | 0 | 3,672,000 | 3,672,000 | 0 | 1,048,500 | | Executive Incentive Compensation (b)(2) | 0 | 2,876,400 | 0 | 2,876,400 | 2,876,400 | | Bonus(1) | 0 | 7,234,740 | 7,234,740 | 0 | 0 | | Restricted / Performance Units: | | | | | | | Unvested and Accelerated (c)(2) | 11,417,157 | 11,904,387 | 11,904,387 | 11,113,991 | 8,387,532 | | Benefits and Perquisites: | | | | | | | Accrued Vacation (d) | 47,077 | 47,077 | 47,077 | 47,077 | 47,077 | | Post-Termination Health Care(3) | 0 | 41,077 | 41,077 | 0 | 0 | | 401(k) Plan (e)(4) | 712,791 | 712,791 | 712,791 | 712,791 | 712,791 | | RIP (f)(4) | 136,765 | 136,765 | 136,765 | 124,900 | 134,211 | | Excess Plan (g)(4) | 42,964 | 41,280 | 42,964 | 39,291 | 45,595 | | DCP (5) | 2,648,283 | 2,648,283 | 2,648,283 | 2,648,283 | 2,648,283 | | Executive Retention Life Insurance Agreement(6) | 0 | 912,250 | 912,250 | 2,400,000 | 0 | | Total: | 15,066,237 | 30,288,250 | 27,413,534 | 20,023,933 | 15,961,589 |
Basic Retirement Plan
| 2025 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 ($) | | Compensation: | | | | | | | Accrued Base Salary (a) | 28,800 | 28,800 | 28,800 | 28,800 | 28,800 | | Base Salary Continuation(1) | 0 | 1,728,000 | 1,728,000 | 0 | 400,500 | | Executive Incentive Compensation (b)(2) | 0 | 920,448 | 0 | 920,448 | 920,448 | | Bonus(1) | 0 | 2,397,954 | 2,397,954 | 0 | 0 | | Restricted / Performance Units: | | | | | | | Unvested and Accelerated (c)(2) | 2,889,678 | 3,014,456 | 3,014,456 | 2,805,118 | 2,150,189 | | Benefits and Perquisites: | | | | | | | Accrued Vacation (d) | 19,938 | 19,938 | 19,938 | 19,938 | 19,938 | | Post-Termination Health Care(3) | 0 | 56,667 | 56,667 | 0 | 0 | | 401(k) Plan (e)(4) | 682,121 | 682,121 | 682,121 | 682,121 | 682,121 | | RIP (f)(4) | 97,272 | 97,272 | 97,272 | 87,484 | 99,585 | | Excess Plan (g)(4) | 7,107 | 6,867 | 7,107 | 6,395 | 7,303 | | DCP (5) | 792,437 | 792,437 | 792,437 | 792,437 | 792,437 | | Total: | 4,517,353 | 9,744,960 | 8,824,752 | 5,342,741 | 5,101,321 |
Basic Retirement Plan
| 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL GARY L. GUERRIERI | | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Change in Control – Termination ($) (h) | Good Reason or Involuntary Not for Cause Termination ($) (h) | Death ($) | Disability ($) | | Compensation: | | | | | | | Accrued Base Salary (a) | 26,950 | 26,950 | 26,950 | 26,950 | 26,950 | | Base Salary Continuation(1) | 0 | 1,078,000 | 1,078,000 | 0 | 363,504 | | Executive Incentive Compensation (b)(2) | 0 | 596,712 | 0 | 596,712 | 596,712 | | Bonus(1) | 0 | 1,076,495 | 1,076,495 | 0 | 0 | | Restricted / Performance Units: | | | | | | | Unvested and Accelerated (c)(2) | 1,769,508 | 1,845,928 | 1,845,928 | 1,717,712 | 1,316,671 | | Benefits and Perquisites: | | | | | | | Accrued Vacation (d) | 20,731 | 20,731 | 20,731 | 20,731 | 20,731 | | Post-Termination Health Care(3) | 0 | 565 | 565 | 0 | 0 | | 401(k) Plan (e)(4) | 830,995 | 830,995 | 830,995 | 830,995 | 830,995 | | RIP (f)(4) | 832,504 | 832,504 | 832,504 | 734,663 | 832,504 | | Excess Plan (g)(4) | 129,193 | 125,665 | 129,193 | 114,140 | 129,193 | | BRP (g)(4) | 70,619 | 68,691 | 70,619 | 63,085 | 70,619 | | DCP (5) | 223,927 | 223,927 | 223,927 | 223,927 | 223,927 | | Total: | 3,904,427 | 6,727,163 | 6,135,907 | 4,328,915 | 4,411,806 |
Basic Retirement Plan
| 2025 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) | 22,800 | 22,800 | 22,800 | 22,800 | | Base Salary Continuation(1) | 0 | 912,000 | 0 | 280,500 | | Executive Incentive Compensation (b)(2) | 514,368 | 514,368 | 514,368 | 514,368 | | Restricted / Performance Units: | | | | | | Unvested and Accelerated (c)(3) | 1,371,642 | 1,430,860 | 1,331,509 | 1,020,481 | | Benefits and Perquisites: | | | | | | Accrued Vacation (d) | 3,508 | 3,508 | 3,508 | 3,508 | | 401(k) Plan (e)(4) | 256,455 | 256,455 | 256,455 | 256,455 | | DCP (5) | 240,993 | 240,993 | 240,993 | 240,993 | | Total: | 2,409,766 | 3,380,984 | 2,369,633 | 2,339,105 |
Basic Retirement Plan
| 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL ALFRED D. CHO | | | | | | Executive Benefits and Payments Upon Termination | Retirement ($) | Change in Control – Termination ($) | Death ($) | Disability ($) | | Compensation: | | | | | | Accrued Base Salary (a) | 22,500 | 22,500 | 22,500 | 22,500 | | Base Salary Continuation(1) | 0 | 900,000 | 0 | 274,500 | | Executive Incentive Compensation (b)(2) | 0 | 507,600 | 507,600 | 507,600 | | Restricted / Performance Units: | | | | | | Unvested and Accelerated (c)(3) | 0 | 583,093 | 583,093 | 583,093 | | Benefits and Perquisites: | | | | | | Accrued Vacation (d) | 0 | 0 | 0 | 0 | | 401(k) Plan (e)(4) | 0 | 0 | 0 | 0 | | DCP (5) | 13,010 | 13,010 | 13,010 | 13,010 | | Total: | 35,510 | 2,026,203 | 1,126,203 | 1,400,703 |
Basic Retirement Plan
| 2025 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL BARRY C. ROBINSON (1) | | | Executive Benefits and Payments Upon Termination | Retirement ($) | | Compensation: | | | Accrued Base Salary (a)(2) | 8,577 | | Executive Incentive Compensation (b)(3) | 390,841 | | Restricted / Performance Units: | | | Unvested and Accelerated (c)(4) | 1,340,965 | | Benefits and Perquisites: | | | Accrued Vacation (d)(5) | 3,431 | | 401(k) Plan (e)(6) | 550,853 | | DCP (7) | 445,507 | | Total: | 2,740,174 |
Basic Retirement Plan
| (1) Mr. Robinson retired on October 10, 2025. The amounts reflected in this table represent the value of benefits that Mr. Robinson was entitled to receive as of this date except as otherwise noted. |
Basic Retirement Plan
| (2) Represents the accrued base salary for the number of days not yet paid as of his retirement date. This amount was paid on the next regularly scheduled pay date following his retirement date. This amount has also been reported in the 2025 Summary Compensation Table. |
Basic Retirement Plan
| (3) Based on Mr. Robinson’s age and length of service, he was eligible for early retirement under the FNB Incentive Plan. The amount reflected represents the pro-rated incentive bonus, based on the salary he received prior to retirement, as approved by the Committee and paid in February 2026. |
Basic Retirement Plan
| (4) Based on Mr. Robinson’s age and length of service, he was eligible for early retirement under the FNB Incentive Plan. The amount reflected represents the value of restricted stock awards that vested upon early retirement, valued as of December 31, 2025. Refer to the endnotes to these tables for when the shares will be distributed to Mr. Robinson. Any shares that were scheduled to be distributed between October 10, 2025 and May 1, 2026, will be distributed on May 1, 2026. |
Basic Retirement Plan
| (5) Represents the value of earned but unused vacation days as of his retirement date. This amount was paid on the next regularly scheduled pay date following his retirement date. This amount has also been reported in the 2025 Summary Compensation Table. |
Basic Retirement Plan
| (6) Mr. Robinson was 100% vested in his benefit under this plan as of his retirement date. The amount reflected represents the dollar amount of our matching and Company contributions into this plan as of December 31, 2025. |
Basic Retirement Plan
| (7) Mr. Robinson was 100% vested in his benefit under this plan as of his retirement date. The amount reflected represents the dollar amount of our Company contributions into this plan as of December 31, 2025. Mr. Robinson will receive a lump sum distribution of this balance on May 1, 2026. Includes the Restoration Match on the STI bonus accrued for 2025 and contributed in 2026. |
Basic Retirement Plan
Messrs. Calabrese, Guerrieri and Robinson’s agreements do not provide for any additional benefits other than payment of accrued and unpaid obligations existing at the time of a voluntary termination or a termination of employment 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 2025 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 F.N.B. Corporation Executive Incentive Compensation Plan. We make the payout in a lump sum within 75 days after the end of the year, provided the participant is still employed by us on December 31st of the applicable year. 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, 2025, 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 target award. Therefore, the amount shown in the case of a change in control is based on the amount the NEO earned for 2025, not the NEO’s target 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. 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, 2025. 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, except for the 2025 time-based restricted stock unit award granted to Mr. Cho which will become 100% vested upon his disability. 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 awards will become 100% vested on the vesting date. In the event an NEO terminates employment due to disability, the performance-based awards will vest on the vesting date in a pro-rated amount based on the period worked. As of December 31, 2025, for purposes of these tables, we have assumed that all of the performance-based awards granted in 2023 and the awards measuring ICG Growth granted in 2024 and 2025 will vest between the target and maximum levels and that the awards measuring ROATCE granted in 2024 and 2025 will vest between the threshold and target 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, 2025. 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 5.20%; 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, 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 2025 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 $90,000. Messrs. Mitchell, Cho and Robinson did not participate in the RIP. (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 4.85% for annuity payments and the IRS-mandated segment rates for distributions in 2026 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 2025 Pension Benefits table. The participant is not entitled to a lump sum payment unless there is a change in control. See the 2025 Pension Benefits table and accompanying narrative for more information about the pension benefits under this plan.
Basic Retirement 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.
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 2025, our last completed fiscal year:
CEO Pay Ratio Disclosure
| • | The median of the annual total compensation of all employees of our Company was $89,382; and |
CEO Pay Ratio Disclosure
| • | The annual total compensation of Mr. Delie, our CEO, was $8,490,515*. |
CEO Pay Ratio Disclosure
Based on this information, the ratio for 2025 of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 95:1, 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 Retail Lending Loan Underwriter 1 who participates in our 401(k) Plan and in the medical, dental, life, and 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:
CEO Pay Ratio Disclosure
| • | As of December 31, 2025, our employee population consisted of approximately 4,263 individuals, including any full-time, part-time, temporary or seasonal employees employed on that date. |
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 2025. No full-time equivalent adjustments were made for part-time employees. |
CEO Pay Ratio Disclosure
| • | After identifying the median employee, we added together all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $89,382. |
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
CEO Pay Ratio Disclosure
| * Total compensation differs slightly from that reported in the 2025 Summary Compensation Table due to health care plan premium and Healthcare Spending Account contributions being included. |
CEO Pay Ratio Disclosure
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 78:1, and when compared to our average full-time employee, the ratio is 70:1. 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.
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 five-year period of 2021 through 2025. 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.
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 | Peer Group TSR | | | | 2025 | $8,472,627 | $10,822,545 | $1,711,980 | $2,024,752 | $215.8 | $152.7 | $565.4 | 14.7% | | 2024 | $7,295,441 | $7,664,122 | $1,609,087 | $1,669,209 | $180.8 | $143.4 | $465.3 | 14.5% | | 2023 | $7,356,609 | $10,068,081 | $1,801,064 | $2,245,242 | $162.9 | $126.7 | $484.9 | 18.3% | | 2022 | $6,818,374 | $14,217,675 | $1,667,346 | $2,870,951 | $148.4 | $127.2 | $439.1 | 17.5% | | 2021 | $6,577,522 | $11,913,114 | $1,584,381 | $2,475,609 | $132.8 | $136.6 | $404.6 | 15.7% |
Pay versus Performance Disclosure
| (*) | Non-GAAP measure |
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. |
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. |
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: |
Pay versus Performance Disclosure
| a. | Add the fair value as of the end of the year of unvested equity awards granted in that year; |
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; |
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; |
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 |
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). |
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. |
PEO Components of Compensation Actually Paid
PEO Components of Compensation Actually Paid
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 | | 2025 | $4,802,588 | $2,074,162 | $(683,485) | $0 | $6,193,265 | $0 | $6,193,265 | | 2024 | $3,773,892 | $462,534 | $(338,387) | $0 | $3,898,039 | $0 | $3,898,039 | | 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 |
NEOs Components of Compensation Actually Paid
NEOs Components of Compensation Actually Paid
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 | | 2025 | $680,941 | $287,372 | $(93,591) | $0 | $874,722 | $0 | $874,722 | | 2024 | $603,851 | $80,026 | $(58,740) | $0 | $625,137 | $0 | $625,137 | | 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 |
NEOs Components of Compensation Actually Paid
| (4) The Non-PEO NEOs for whom the Summary Compensation Table total average compensation is presented are, for 2025, Mr. Vincent J. Calabrese, Jr., Mr. Gary L. Guerrieri, Mr. David B. Mitchell, Mr. Alfred D. Cho and Mr. Barry C. Robinson; and for 2024, |
NEOs Components of Compensation Actually Paid
| 2023, 2022 and 2021, Mr. Vincent J. Calabrese Jr., Mr. Gary L. Guerrieri, Mr. David B. Mitchell, 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. |
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 2025 Form 10-K, and the KBW Regional Bank Index (“KRX”), on a cumulative basis for each year of the five-year period from 2021 through 2025 (indexed to 2020). Dollar values assume $100 was invested for the cumulative period from December 31, 2020, through December 31, 2025, in either FNB or in the KRX index, and reinvestment of the pre-tax value of the dividends paid. |
NEOs Components of Compensation Actually Paid
| (6) Net income represents net income before preferred dividends. |
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 five-year period from 2021 through 2025.
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 five-year period from 2021 through 2025.
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 five-year period from 2021 through 2025.
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 2026), directors are elected by a plurality of votes cast at the meeting.