F.N.B. CORPORATION (NYSE:FNB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee of the Board of Directors of F.N.B. Corporation (the “Company”), to the F.N.B. Corporation 2007 Incentive Compensation Plan (Amended and Restated Effective May 20, 2015), as amended, granted equity incentive awards effective after market closing on April 2, 2018, to certain executives, including the Company’s [named] executive officers, of restricted stock units (“RSUs”) comprised of (i) performance-based RSUs (“performance-based RSUs”) and (ii) time-based RSUs (“time-based RSUs”), representing sixty-seven percent (67%) and thirty-three percent (33%), respectively, of the total grant date award value for each executive.

The Award Amount (as defined in the PRSU Agreement (defined below)) of performance-based RSUs awarded to each executive officer is as follows: Vincent J. Delie, Jr., Chairman, President and Chief Executive Officer, 148,022 RSUs; Vincent J. Calabrese, Jr., Chief Financial Officer, 43,869 RSUs; Gary L. Guerrieri, Chief Credit Officer, 17,234 RSUs; Robert M. Moorehead, Chief Wholesale Banking Officer, 16,661 RSUs; and Barry C. Robinson, Chief Consumer Banking Officer, 14,674 RSUs. The performance-based RSUs are generally expected to vest on April 1, 2021, based on the Company’s “Relative Return On Average Tangible Assets” as compared to its “Peer Financial Institutions” (each as defined in the PRSU Agreement) for the period between January 1, 2018 and December 31, 2020, subject to adjustment based on the Company’s Relative Total Shareholder Return (as defined in the PRSU Agreement) compared to its Peer Financial Institutions for the period between April 2, 2018 and March 31, 2021. Based on these two performance metrics, the executive officers may earn between 0% – 218.75% of the Award Amount.

The number of time-based RSUs awarded to each executive officer is as follows: Mr. Delie, 72,907 RSUs; Mr. Calabrese, 21,607 RSUs; Mr. Guerrieri, 8,489 RSUs; Mr. Moorehead, 8,207 RSUs; and Mr. Robinson, 7,228 RSUs. The time-based RSU Vesting Period runs from April 2, 2018, through March 31, 2021. The time-based RSUs are generally expected to vest on April 1, 2021, if the executive officer remains continuously employed by the Company through that date.

The performance-based RSUs and time-based RSUs are subject to accelerated vesting under certain circumstances (e.g., death, disability, retirement, change in control) and are also subject to clawback recovery (including the resulting vested shares) under the Company’s Compensation Recoupment Policy.

The foregoing summary is qualified in its entirety by reference to the full text of the F.N.B. Corporation Performance-Based Restricted Stock Unit Award Agreement (“PRSU Agreement”) and the F.N.B. Corporation Time-Based Restricted Stock Unit Award Agreement, copies of each form agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

FNB CORP/PA/ Exhibit
EX-10.1 2 exhibit101-rsuperformancex.htm EXHIBIT 10.1 Exhibit Exhibit 10.1F.N.B. CORPORATIONPerformance-BasedRestricted Stock Unit Award AgreementThis Performance-Based Restricted Stock Unit Award Agreement (“Agreement”) is made effective as of the close of the New York Stock Exchange on April 2,…
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About F.N.B. CORPORATION (NYSE:FNB)

F.N.B. Corporation is a financial holding company. The Company operates through four segments: Community Banking, Wealth Management, Insurance and Consumer Finance. Its Community Banking segment consists of First National Bank of Pennsylvania (FNBPA), which offers services, including commercial and individual demand, savings and time deposit accounts and commercial, mortgage and individual installment loans. It operates its Community Banking business through a network of over 290 branches in Pennsylvania, Ohio, Maryland and West Virginia. Its Wealth Management segment delivers wealth management services to individuals, corporations and retirement funds, as well as existing customers of Community Banking. The Company’s Insurance segment operates principally through First National Insurance Agency, LLC (FNIA), which is a subsidiary of the Corporation. Its Consumer Finance segment operates through its subsidiary, Regency Finance Company. It also operates other non-banking subsidiaries.