FNB CORP (FNB)
Sector: Financials
2026 Annual Meeting Analysis
FNB CORP · Meeting: May 6, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Our Board of Directors
Independent director with relevant finance and accounting experience; FNB's 3-year return of +48.3% outpaces QABA (the community bank benchmark ETF) by +5.6 percentage points, well below the 65-point threshold needed to trigger a negative vote, and no other policy flags apply.
Independent director with corporate law and governance expertise; FNB's strong stock performance versus QABA does not trigger the underperformance threshold, and no other policy flags apply.
CEO and executive director with over 36 years of financial services experience who has grown FNB from $8.7 billion to $50+ billion in assets; FNB's 3-year return outpaces QABA by +5.6 percentage points, far below the 65-point trigger, and no other policy flags apply.
Independent director serving as General Counsel of Carnegie Mellon University with relevant legal and risk management expertise; FNB's outperformance versus QABA does not trigger any negative vote threshold.
Independent director and Compensation Committee Chair with CEO-level financial services experience; no overboarding, attendance, or TSR underperformance flags apply.
Independent director and Audit Committee Chair who is a CPA with Big 4 public accounting experience, satisfying financial expertise requirements; FNB's stock performance versus QABA does not trigger the underperformance threshold.
Independent director with strategic consulting and public company board experience; holds two outside public company board seats (Koppers and Coherent), which is within the policy limit of three for non-executive directors, and FNB's TSR does not trigger an underperformance flag.
Independent director with real estate development and risk management expertise; FNB's 3-year return of +48.3% versus QABA's +42.7% is a positive gap of +5.6 percentage points, well within acceptable bounds.
Independent director with extensive CEO and public company board experience; no overboarding, attendance, or TSR underperformance flags apply.
Independent director with long-tenured CEO experience in transportation and risk management; FNB's stock performance is ahead of QABA over three years, and no other policy flags apply.
All ten director nominees receive a FOR vote. FNB's 3-year total return of +48.3% outperforms the QABA community bank benchmark ETF by +5.6 percentage points, which is far below the 65-point underperformance threshold applicable when absolute returns exceed +20%. No directors are overboarded, attendance was excellent (100% of board meetings, 97% of committee meetings), all independent directors are properly classified, no familial relationships to management exist, and the board discloses a skills matrix. The slate presents a well-qualified group with relevant financial services, legal, risk, and accounting backgrounds.
Say on Pay
✓ FORCEO
Vincent J. Delie, Jr.
Total Comp
$8,472,627
Prior Support
91.26%%
CEO total reported compensation of $8,472,627 is within a reasonable range for a bank CEO managing a $50+ billion asset institution, and the company's pay structure is well-designed: 58% of the CEO's target pay is performance-linked (above the 50% policy minimum for variable compensation), with long-term incentive awards split 60% performance-based and 40% time-based using multi-year peer-relative metrics including TSR, Operating ROATCE, and Internal Capital Generation growth. Pay-for-performance alignment is strong — FNB delivered a peer-leading one-year TSR of approximately 22% and a three-year TSR of +48.3% that outpaces the QABA community bank benchmark by +5.6 percentage points, meaning above-benchmark incentive pay is justified by shareholder outcomes. The company also maintains a meaningful clawback policy, anti-hedging rules, double-trigger equity vesting, and received 91.26% support on last year's say-on-pay vote, indicating broad shareholder endorsement of the compensation program.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,619,412
Non-Audit Fees
$880,458
Non-audit fees (combining audit-related fees of $162,558, tax fees of $714,048, and all other fees of $3,852, totaling $880,458) represent approximately 34% of audit fees of $2,619,412, which is well below the 50% threshold that would raise independence concerns. Ernst & Young is a Big 4 firm appropriate for a company of FNB's $5.9 billion market cap, and the proxy discloses active lead partner rotation in compliance with Sarbanes-Oxley requirements. Auditor tenure is not explicitly disclosed, so the tenure trigger cannot fire per policy.
Overall Assessment
The FNB Corp 2026 annual meeting ballot contains three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes under this policy. FNB's strong stock performance versus the QABA community bank benchmark ETF, well-structured performance-linked executive pay, low non-audit fee ratio, and robust governance practices support across-the-board affirmative votes with no policy triggers fired.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing