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F.N.B. Corporation has released its 2026 proxy statement for a virtual-only Annual Meeting of Shareholders on May 6, 2026 at 8:30 a.m. Eastern, accessible via live webcast at www.virtualshareholdermeeting.com/FNB2026. Shareholders of record as of March 9, 2026 may vote in advance by Internet, QR code, telephone or mail, and may also vote electronically during the meeting.
The agenda includes three key items: election of 10 director nominees to serve until the 2027 meeting, an advisory say-on-pay vote on 2025 compensation for named executive officers, and ratification of Ernst & Young LLP as independent registered public accounting firm for 2026. The Board recommends voting “FOR” all three proposals.
The proxy emphasizes FNB’s governance framework, with all director nominees independent except the CEO and active Board committees overseeing audit, compensation, risk, credit risk/fair lending/CRA and governance. It highlights strong shareholder engagement, including approximately 185 investor interactions across 2025 and early 2026, and notes that 91.26% of shareholders supported the prior say-on-pay vote in 2025. The company details board refreshment, succession planning, director skill matrices and independence standards, as well as stock ownership, anti-hedging and clawback policies designed to align directors and executives with long-term shareholder interests. The filing also outlines FNB’s enterprise-wide risk management, cybersecurity oversight, emerging artificial intelligence governance, and corporate responsibility focus, with further disclosure to come in its 2026 Corporate Responsibility Report.
FNB Corp’s Chief Legal Officer, James Orie, reported equity compensation activity involving common stock. He received a grant or award of 23,615 shares at $16.11 per share, earned from a 2023–2025 performance-based restricted stock unit award.
To cover tax obligations on vesting of performance-based and time-based restricted stock units, 10,271 shares and 1,431 shares were withheld, respectively. After these routine compensation and tax-withholding entries, he holds 148,208.342 shares directly and 65,106.56 shares indirectly through a 401(k) plan.
FNB CORP/PA/ Chief Wholesale Banking Officer David Bryant Mitchell received 30,280 shares of Common Stock as a grant tied to a 2023–2025 performance-based restricted stock unit award at $16.11 per share.
To cover related tax obligations, 13,170 shares from this performance-based award and 1,517 shares from a time-based restricted stock unit award were withheld and disposed of, also at $16.11 per share. After these compensation-related and tax-withholding entries, Mitchell directly holds 148,192.718 Common Stock shares and indirectly holds 13,634.099 shares through a 401(k) plan.
FNB CORP/PA/ Chief Credit Officer Gary L. Guerrieri reported equity compensation activity in company stock. He received a grant of 39,093 shares of Common Stock at $16.11 per share, earned under a 2023–2025 performance-based restricted stock unit award. On the same date, a total of 11,572 shares were withheld at $16.11 per share to cover his tax obligations upon vesting of performance-based and time-based restricted stock unit awards. After these transactions, he directly holds 317,096.933 shares, and also has indirect holdings of 90,136.724 shares through a 401(k) plan and 932.733 shares as custodian for a child.
FNB Corporation Corporate Controller James L. Dutey reported equity compensation activity in company common stock. He acquired 11,716 shares of common stock on March 18, 2026 as a grant or award at a reference price of $16.11 per share, representing shares earned for the 2023-2025 performance-based restricted stock unit award.
To cover tax withholding obligations upon vesting of performance-based and time-based restricted stock unit awards, a total of 5,459 shares of common stock were withheld on the same date through two dispositions of 4,862 shares and 597 shares. After these transactions, he directly owned 58,389.772 shares of common stock, and the filing also shows 13,560.203 shares held indirectly through a 401(k) plan.
FNB CORP/PA/ Chief Financial Officer Vincent J. Calabrese reported routine equity compensation activity involving FNB common stock. He acquired 63,833 shares on March 18, 2026 as shares earned for a 2023–2025 performance-based restricted stock unit award at a reference price of $16.11 per share.
On the same date, 27,762 shares and 3,193 shares of common stock were withheld to satisfy his tax withholding obligations upon the vesting of performance-based and time-based restricted stock unit awards. Following these transactions, he directly owns 853,502.138 shares of common stock, and also holds 84,004.791 shares indirectly through a 401(k) plan. The filing notes that his total reported holdings also include shares acquired through the company’s dividend reinvestment plan and dividend-equivalent units on restricted stock units since his last filing.
FNB CORP/PA/ Chairman, President & CEO Vincent J. Delie Jr. reported a stock-based compensation event. He received an award of 227,919 shares of Common Stock at $16.11 per share, earned for a 2023–2025 performance-based restricted stock unit award.
To cover tax obligations on vesting, 99,123 shares and 13,569 shares were withheld, tied to performance-based and time-based restricted stock unit awards. After these transactions, he directly held 2,109,582.291 shares, with an additional 97,067.614 shares held indirectly through a 401(k) plan.
F.N.B. Corporation outlines its diversified regional banking platform and regulatory profile in this annual report. The Pennsylvania-based financial holding company operates through three main segments: Community Banking, Wealth Management and Insurance.
As of December 31, 2025, FNB reported $50 billion in total assets, $35 billion in loans and $39 billion in deposits, supported by 355 community banking branches across seven states and Washington, D.C. Wealth Management oversaw $14.9 billion of trust assets under administration, while the company employed 4,128 full-time and 154 part-time staff. FNB also describes extensive regulatory oversight, capital and liquidity standards, FDIC insurance assessments and a fair-lending settlement in North Carolina involving $11.75 million in mortgage subsidies and additional community investments.
FNB CORP/PA/ executive David Bryant Mitchell received an equity award rather than buying shares on the market. He acquired 9,030 shares of Common Stock on February 18, 2026 at $18.18 per share as a grant or award, bringing his directly held total to 132,416.718 shares.
The footnote explains this reflects time-based restricted stock units that vest in stages. Portions of the award will vest on March 18, 2027, January 18, 2028, and January 18, 2029. He also indirectly holds 13,634.327 shares through a 401(k) plan.
FNB CORP/PA/ Chief Credit Officer Gary L. Guerrieri reported an equity award of company stock. He acquired 11,860 shares of common stock as a grant or award at a price of $18.18 per share, increasing his directly held stake to 289,337.933 shares.
The award is in the form of time-based restricted stock units that vest over time. According to the disclosure, portions of these restricted stock units will vest on March 18, 2027, January 18, 2028, and January 18, 2029, aligning the executive’s compensation with longer-term company performance.