F.N.B. (FNB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 6, 2026, in a virtual-only format, allowing broad shareholder participation and engagement, with a replay available for 30 days post-meeting.

• Shareholders will vote on the election of 10 directors, an advisory say-on-pay resolution for 2025 executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2026.

• Record 2025 financial performance: surpassed $50B in assets, 13.2% growth in tangible book value per share, record operating EPS of $1.59, and $224M returned to shareholders.

• Robust shareholder engagement program, with 185 engagements in 2025-2026, covering governance, compensation, performance, and ESG topics.

Voting matters and shareholder proposals

• Proposal 1: Election of 10 director nominees for one-year terms; all but the CEO are independent.

• Proposal 2: Advisory vote on 2025 executive compensation, with 91.26% support in 2025.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for 2026.

• Shareholders may submit proposals and director nominations for the 2027 meeting per SEC Rule 14a-8 and company bylaws.

Board of directors and corporate governance

• Board is 90% independent, with a unified Chairman/CEO and an empowered Independent Lead Director.

• Annual board and committee self-assessments, regular refreshment, and succession planning; 15 directors rotated off in 11 years.

• Board skill matrix ensures expertise in financial services, risk, audit, technology, and ESG.

• Directors serve one-year terms, with a mandatory retirement age of 75.

• Shareholders have one-share, one-vote rights and may call special meetings with 25% ownership.