FNB Corp/PA/ Files Definitive Proxy Statement (DEF 14A)

Ticker: FNB · Form: DEF 14A · Filed: 2024-03-29T00:00:00.000Z

Sentiment: neutral

Topics: FNB Corp, DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting

TL;DR

<b>FNB Corp/PA/ has filed its Definitive Proxy Statement (DEF 14A) on March 29, 2024, detailing corporate governance and executive compensation information.</b>

AI Summary

FNB CORP/PA/ (FNB) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. FNB Corp/PA/ filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024. The filing covers the period ending May 8, 2024. The company's fiscal year ends on December 31. FNB Corp/PA/ is classified under National Commercial Banks (SIC 6021). The company is incorporated in Pennsylvania.

Why It Matters

For investors and stakeholders tracking FNB CORP/PA/, this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and make informed voting decisions at the upcoming shareholder meeting. The detailed breakdown of compensation components and equity awards provides transparency into how the company incentivizes its key personnel.

Risk Assessment

Risk Level: low — FNB CORP/PA/ shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not inherently indicate significant new risks.

Analyst Insight

Shareholders should review the executive compensation details and any proposed governance changes to inform their voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did FNB CORP/PA/ file this DEF 14A?

FNB CORP/PA/ filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by FNB CORP/PA/ (FNB).

Where can I read the original DEF 14A filing from FNB CORP/PA/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by FNB CORP/PA/.

What are the key takeaways from FNB CORP/PA/'s DEF 14A?

FNB CORP/PA/ filed this DEF 14A on March 29, 2024. Key takeaways: FNB Corp/PA/ filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024.. The filing covers the period ending May 8, 2024.. The company's fiscal year ends on December 31..

Is FNB CORP/PA/ a risky investment based on this filing?

Based on this DEF 14A, FNB CORP/PA/ presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not inherently indicate significant new risks.

What should investors do after reading FNB CORP/PA/'s DEF 14A?

Shareholders should review the executive compensation details and any proposed governance changes to inform their voting decisions. The overall sentiment from this filing is neutral.

How does FNB CORP/PA/ compare to its industry peers?

FNB Corp/PA/ operates within the National Commercial Banks industry.

Are there regulatory concerns for FNB CORP/PA/?

The filing is a DEF 14A, which is a standard SEC filing for public companies regarding shareholder meetings and proxy solicitations.

Industry Context

FNB Corp/PA/ operates within the National Commercial Banks industry.

Regulatory Implications

The filing is a DEF 14A, which is a standard SEC filing for public companies regarding shareholder meetings and proxy solicitations.

What Investors Should Do

  1. Review executive compensation details and justifications.
  2. Analyze any proposed amendments to corporate governance policies.
  3. Understand the voting recommendations for shareholder proposals.

Year-Over-Year Comparison

This is the initial DEF 14A filing for the period ending May 8, 2024, filed on March 29, 2024. No prior filing data for this specific period is available for comparison within this document.

Filing Stats: 4,297 words · 17 min read · ~14 pages · Grade level 13.7 · Accepted 2024-03-29 07:02:23

Filing Documents

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 34 Communications with our Board 35 Proposal 2. Advisory Resolution on Executive Compensation 36 Why You Should Approve our Executive Compensation Program 36

Executive Compensation and Other Proxy Disclosure

Executive Compensation and Other Proxy Disclosure 39 Compensation Committee Interlocks and Insider Participation 39 Compensation Discussion and Analysis 41 Executive Summary 41 Strategic and Financial Highlights 42 Compensation Philosophy and Objectives 44 Compensation Plan Structure and Outcomes 45 Governance and Risk Management Role of the Compensation Committee 52 Competitor Peer Set 55 Philosophy and Structure 56 Say-on-Pay Support and Shareholder Engagement 57 Structure and Outcomes 58 Mix of Compensation Elements 58 Incentive Compensation Metrics and Design Structure 59 Short-Term Incentive Compensation Plan Structure and Awards 59 Long-Term Incentive Compensation Plan Structure and Awards 62 Additional Compensation Policies and Practices 65 Compensation Committee Report 67 Summary Compensation Table 68 Grants of Plan-Based Awards 71 Outstanding Equity Awards at Fiscal Year-End 73 Option Exercises and Stock Vested 74 Pension Benefits 74 Retirement Income Plan 75 ERISA Excess Retirement Plan 75 Basic Retirement Plan 75 Non-Qualified Deferred Compensation 76 Potential Payments Upon Termination or Change in Control 78 Potential Payments Upon Termination or Change in Control (Delie) 78 Potential Payments Upon Termination or Change in Control (Calabrese) 80 Potential Payments Upon Termination or Change in Control (Guerrieri) 81 Potential Payments Upon Termination or Change in Control (Mitchell) 82 Potential Payments Upon Termination or Change in Control (Robinson) 83 CEO Pay Ratio Disclosure 85 Pay versus Performance Disclosure 87 Director Compensation 93 Annual Board/Committee Retainer Fees 93 Annual Grant of Stock Awards 94 Deferred Compensation Plan 94 Director Stock Ownership Requirement 94 Proposal 3. Approval and Adoption of the Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan

Executive Compensation

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. 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

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 2024 Proxy Statement 3 Table of Contents Summary ESG Highlights 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 R

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