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

Executive summary

• Annual Meeting scheduled for May 7, 2025, in a virtual-only format, with shareholders able to participate, vote, and submit questions online.

• Shareholders will vote on the election of 11 director nominees, an advisory resolution on 2024 executive compensation, and ratification of Ernst & Young LLP as the independent auditor for 2025.

• Proxy materials, including the 2025 Proxy Statement, 2024 Annual Report, and 2024 Form 10-K, are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposals include: (1) election of 11 directors, (2) advisory approval of 2024 executive compensation, and (3) ratification of Ernst & Young LLP as auditor for 2025.

• Shareholders of record as of March 10, 2025, are eligible to vote.

• Shareholder proposals and nominations for the 2026 meeting must comply with SEC Rule 14a-8 and company bylaws, with deadlines and requirements detailed in the proxy.

Board of directors and corporate governance

• Board consists of 11 members, with all but the CEO being independent under NYSE and company standards.

• Board composition emphasizes diversity, experience, and a mix of tenures, with a robust skill matrix and annual self-assessment.

• Board leadership structure combines Chair and CEO roles, balanced by an empowered Independent Lead Director.

• Committees include Audit, Compensation, Nominating and Corporate Governance, Risk, Executive, and Credit Risk/Fair Lending/CRA, all with independent members except the CEO.

• Succession planning for board, CEO, and management is reviewed annually, with emergency plans in place.