David B. Mitchell II
FNB CORP/PA/About David B. Mitchell II
David B. Mitchell II is F.N.B. Corporation’s Chief Wholesale Banking Officer (since January 2021), overseeing Commercial Banking, Capital Markets and Wealth Management; he joined FNB in January 2018 after 36+ years at PNC in senior leadership roles across large corporate, energy, metals/mining, and public finance. He is 67 years old as of the 2025 Annual Meeting; prior FNB roles included EVP for Capital Markets and Specialty Finance before his promotion to his current position . Company performance context under the current incentive framework: FNB delivered 2024 TSR of 11% (36% three‑year TSR; #3 peer rank), operating EPS of $1.39, top‑quartile efficiency ratio of 55.6%, and record capital ratios (CET1 10.6%); these metrics directly inform annual and long‑term incentive outcomes for named executives, including Mitchell .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F.N.B. Corporation / First National Bank of Pennsylvania | Chief Wholesale Banking Officer | Jan 2021–present | Oversees commercial lines, Capital Markets, Wealth Management across FNB’s footprint . |
| F.N.B. Corporation / First National Bank of Pennsylvania | EVP, Capital Markets & Specialty Finance | Jan 2018–Jan 2021 | Led specialty finance and capital markets prior to elevation to CWBO . |
| The PNC Financial Services Group, Inc. | Executive Vice President (various leadership roles incl. national large corporate; energy, metals & mining; and Public Finance) | ~36+ years prior to 2018 | Led major corporate and sector verticals and public finance banking/capital markets initiatives . |
External Roles
- No public company directorships disclosed for Mitchell in the executive officer bios .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Perquisites and Other Personal Benefits ($) | Executive Insurance Premiums ($) | 401(k) Match and Company Contributions ($) | DCP Restoration Match ($) |
|---|---|---|---|---|---|---|
| 2024 | 446,654 | 79,071 | 13,446 | 11,720 | 22,548 | 31,357 |
| 2023 | 437,500 | 86,498 | — | — | — | — |
| 2022 | 424,039 | 82,110 | — | — | — | — |
Notes:
- 2024 perquisites detail includes club dues, parking, etc., valued at incremental cost; see narrative for methodology .
- Mitchell has no accrued pension benefit under FNB’s frozen defined benefit plans; pension table expressly notes no RIP/Excess/BRP accruals for Mitchell .
Performance Compensation
Annual Incentive (STI) Design and Outcomes (2024)
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | Payout Contribution |
|---|---|---|---|---|---|---|
| Operating EPS vs. Plan | 70% | 90% of plan | 100% | 110% | 101% of plan | Contributed to overall 139% payout |
| Peer-Relative Operating ROATCE* | 20% | 25th pct | 50th pct | 75th pct | Top quartile absolute 13.7% ROATCE* (max) | Contributed to overall 139% payout |
| Peer-Relative Efficiency Ratio* | 10% | 25th pct | 50th pct | 75th pct | Top quartile 55.6% (max) | Contributed to overall 139% payout |
| Total STI Payout Factor | — | — | — | — | — | 139% of target |
STI target opportunity (2024): 60% of salary (Threshold 30%; Max 120%) . Actual 2024 STI paid to Mitchell: $371,779, consistent with the 139% payout factor .
Long‑Term Incentive (LTI) Design (2024 grants)
- Structure: 60% performance‑based RSUs (PSUs), 40% time‑based RSUs (RSUs), 3‑year performance period; PSU metrics: (1) Operating ROATCE* vs peers and (2) Internal Capital Generation (ICG) Growth* vs peers, each averaged over 3 years; TSR used as an adjustment (+/‑25%) to each PSU metric’s payout; vesting schedule and payout curve disclosed below .
- 2024 LTI target opportunity for Mitchell: 90% of salary (PSUs $241,380; RSUs $160,920) .
| 2024 Grant Component | Units (Threshold) | Units (Target) | Units (Maximum) | Grant Date |
|---|---|---|---|---|
| Time‑Based RSUs | — | 12,018 | — | Feb 21, 2024 |
| Performance‑Based RSUs | 3,380 | 18,028 | 39,436 | Feb 21, 2024 |
PSU payout curve (each metric): 25th pct=25% vest; 50th pct=100%; 75th pct=175%; TSR modifier applied ±25% between 25th–75th pct; straight-line interpolation . Most recent cycle (2022–2024) paid 172% of target, driven by target ROATCE* and top‑quartile ICG Growth* with TSR at the 95th percentile .
Vesting (time‑based RSUs outstanding at 12/31/24):
| Vesting Date | Units (Mitchell) |
|---|---|
| Jan 5, 2025 | 8,227 |
| Mar 18, 2025 | 4,147 |
| Jan 5, 2026 | 3,981 |
| Jan 18, 2026 | 4,147 |
| Jan 18, 2027 | 4,147 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 117,220 shares (as of record date Mar 10, 2025) |
| RSUs held (not in beneficial table) | 75,429 units at target (includes dividend equivalents; vesting performance dependent) |
| Time‑based RSUs unvested | 24,649 units; $364,312 market value at 12/31/24 |
| Performance‑based RSUs unearned | 73,841 units; $1,091,370 market value at 12/31/24 (disclosure basis per proxy methodology) |
| Options | None outstanding (no stock options granted) |
| Ownership as % of shares outstanding | ~0.03% (117,220 / 359,461,443) |
| Stock ownership guidelines | 3x salary and/or 100,000 shares; Mitchell status: met |
| Hedging/pledging | Prohibited for directors, NEOs and senior officers |
| Clawback | Mandatory recoupment of incentive‑based comp upon restatement; extends to stock‑price/TSR‑based metrics |
Employment Terms
| Provision | Mitchell |
|---|---|
| Agreement type | Change‑in‑control (CIC) agreement (Dec 30, 2020); no set term |
| STI target | 60% of base salary (2024) |
| LTI target | 90% of base salary (2024) |
| Severance (CIC termination) | Base salary continuation for two years if terminated without cause within 12 months following a CIC |
| Equity vesting terms | Double‑trigger for awards granted in 2022–2024; CIC‑related vesting requires termination; death/disability/retirement provisions described in plan |
| Non‑CIC disability | Salary continuation per Officers’ Disability program |
| Pensions | No RIP/Excess/BRP accruals for Mitchell |
| Deferred Compensation | Company 2024 DCP contribution $31,357; year‑end 2024 DCP balance $382,449 |
Potential payments upon various termination scenarios (as of 12/31/2024):
| Scenario | Total ($) |
|---|---|
| Retirement | 2,106,934 |
| Change‑in‑Control – Termination | 3,108,089 |
| Death | 1,968,445 |
| Disability | 2,101,504 |
Key anti‑dilution/anti‑abuse features:
- Double‑trigger CIC for vesting; no tax gross‑ups; no option repricing permitted; clawback policy in place .
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 446,654 | 420,524 | 371,779 | 79,071 | 1,318,028 |
| 2023 | 437,500 | 417,865 | 504,576 | 86,498 | 1,446,439 |
| 2022 | 424,039 | 404,360 | 459,000 | 82,110 | 1,369,509 |
Compensation Structure Analysis
- Mix and alignment: Majority of target pay at risk via STI/LTI; 60% of LTI performance‑based PSUs with peer‑relative metrics (Operating ROATCE*, ICG Growth*) and TSR modifier; no stock options; aligns with shareholder returns and capital generation quality .
- Outcome quality: 2024 STI at 139% driven by EPS beat and top‑quartile efficiency/ROATCE*; 2022–2024 PSU cycle paid 172% on strong multi‑year relative performance and TSR at 95th percentile, reinforcing pay‑for‑performance linkage .
- Risk safeguards: Double‑trigger equity vesting, anti‑hedging/pledging, clawback, no tax gross‑ups, capped plans; annual risk assessment of incentives .
Governance, Peer Group, and Say‑on‑Pay Context
- Peer group calibrated for size/mix; 2024 updates added TCBI, FULT, SFNC; removed UMPQ and NYCB due to M&A/structural changes .
- Say‑on‑Pay support: 87.32% approval in 2024; ongoing shareholder engagement with investors representing ~72% of outstanding shares informed program refinements .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (reduces misalignment risk) .
- Options and repricing: Company does not award stock options; repricing/exchange not permitted .
- Tax gross‑ups: Not provided for executive perquisites; no new employment contracts with gross‑ups .
- Related‑party transactions: None involving NEOs in 2024 requiring disclosure; a small LP investment in BTN.vc (director GP) disclosed separately and vetted under policy .
Investment Implications
- Alignment and retention: Mitchell meets robust ownership guidelines (≥3x salary or 100k shares) and holds material unvested RSUs/PSUs; anti‑pledging/hedging and double‑trigger CIC terms support long‑term alignment while reducing risk of forced selling or misaligned hedging .
- Incentive quality: Heavy reliance on peer‑relative ROATCE*/ICG Growth* with TSR adjustment has yielded above‑target outcomes (139% STI; 172% PSU cycle), consistent with FNB’s strong relative TSR and efficiency; expect continued linkage of pay to profitable growth and capital generation .
- Vesting calendar and potential supply: Time‑based RSU vestings cluster in early January and mid‑March through 2027, which can create periodic liquidity events; however, anti‑hedging/pledging and ownership requirements temper near‑term selling pressure for senior officers .
- Downside protections limited at non‑CEO level: Unlike CEO/CFO, Mitchell’s CIC economics are primarily two years of salary continuation without a multi‑year bonus multiple, implying moderate retention risk if external opportunities arise, partially offset by unvested equity and ownership requirements .