David J. Malone
FNB CORP/PA/About David J. Malone
Independent director since 2005 (age 70), Malone chairs FNB’s Compensation Committee and serves on the Audit Committee; he is Chairman and CEO of Gateway Financial Group, Inc. and has no current public company directorships . The Board has affirmatively determined he is independent under NYSE and FNB categorical standards, and Audit Committee members (including Malone) are “financially literate” and qualify as SEC “audit committee financial experts” . The Board met six times in 2024 with 98.5% overall director attendance; four executive sessions were held (two independent, two full Board) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gateway Financial Group, Inc. | Chairman & CEO | 2005–present | CEO of a financial services firm advising businesses and HNW individuals; brings compensation strategy alignment expertise to FNB |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Major health care provider (not named) | Board position | Not disclosed | Provides perspective on compliance challenges in heavily regulated sectors |
Board Governance
| Attribute | Details |
|---|---|
| Committees | Compensation Committee (Chair); Audit Committee (Member) |
| Committee Meetings (2024) | Compensation Committee met 4 times; Audit Committee met 13 times |
| Independence | Determined independent under FNB/NYSE standards (10 of 11 directors; CEO only non-independent) |
| Board Attendance (2024) | Board met 6 times; directors attended 98.5% of meetings; all directors attended 2024 Annual Meeting; four executive sessions held |
| Compensation Committee Interlocks | None; committee members (Malone, Bena, Motley, Strimbu) had no relationships requiring disclosure under Item 404 or Item 407(e)(4) |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 60,000 | Standard Board retainer |
| Audit Committee member fee | 15,000 | Member fee (Audit) |
| Compensation Committee chair fee | 22,500 | Chair fee (Compensation) |
| Total Cash (2024 reported) | 97,500 | Matches 2024 Director Compensation table |
Performance Compensation
| Element | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Time-based RSUs (director annual grant + education RSU) | May 8, 2024 | Stock awards value: $84,981 | May 7, 2025 (directors); May 8, 2025 for CEO | Fair market value $13.87 per share; committee chairs receive $80,000; education RSU $5,000 if completed; Malone deferred 100% of his 2024 equity awards under the DCP |
| RSUs outstanding at 12/31/2024 | — | 6,285 units | As above | Outstanding equity awards count |
Executive incentive plan metrics overseen by the Compensation Committee (NEO pay architecture):
| Metric | Plan Use | Design Orientation | Rationale |
|---|---|---|---|
| Operating EPS vs plan | STI | Absolute vs plan | Aligns with investor expectations and operating leverage; considers macro and risk appetite |
| Relative TSR percentile | STI & LTI | Peer-relative | Directly ties pay to shareholder value creation |
| Operating ROATCE* (relative) | LTI | Peer-relative | Profitability and capital efficiency driver |
| Internal Capital Generation (ICG) Growth* (relative) | LTI | Peer-relative | Correlates with TBV growth and dividend capacity |
| Efficiency Ratio* (relative) | STI/LTI | Peer-relative | Expense discipline and productivity |
The Committee targets competitive base pay vs peer median, increases pay when performance exceeds peers, and decreases when below; no stock options; double-trigger change-in-control; no perquisite tax gross-ups; robust clawback and anti-hedging/pledging policies .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company directorships | None |
| Compensation Committee interlocks | None; no relationships requiring Item 404 or Item 407(e)(4) disclosure |
Expertise & Qualifications
- Compensation strategy expertise; aligns executive incentives with long-term shareholder interests .
- Audit/financial literacy; Audit Committee “financial expert” qualification .
- CEO experience in financial services; perspective on regulated industries and risk .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 137,191 | Less than 1% of outstanding; as of March 10, 2025; FNB had 359,461,443 shares outstanding |
| RSUs outstanding (director awards) | 6,285 | As of 12/31/2024 |
| Deferred compensation election | Deferred 100% of 2024 equity awards | Under Deferred Compensation Plan; DCP permits deferral of cash and/or stock with distribution elections; no above-market earnings |
| Ownership guidelines | Directors must hold lesser of 40,000 shares or $400,000; all directors were in compliance at 12/31/2024 | |
| Hedging/Pledging | Prohibited for directors and executives (anti-hedging/pledging policy) |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; Audit Committee financial expert; committee independence affirmed; robust shareholder engagement with 87.32% Say‑on‑Pay approval, signaling investor confidence in pay practices he oversees . Strong policies: clawback, anti-hedging/pledging, double-trigger CIC; no tax gross-ups; no option repricing .
- Engagement: Committee met four times; Audit met 13 times; Board attendance strong (98.5%) and executive sessions held—supports oversight rigor .
- Conflicts/related-party exposure: None disclosed for Malone; Company’s only noted related-person transaction involved Director Motley’s fund (BTN.vc); no other director transactions required disclosure in 2024 .
- Notable signal: Malone’s deferral of 2024 director equity awards under DCP indicates long-term alignment and adherence to stock ownership requirements .
RED FLAGS: None disclosed specific to Malone—no related-party transactions, no hedging/pledging, no tax gross-ups, no option repricing, and committee interlocks absent .