David L. Motley - Director | FNB CORP/PA/ (FNB) Executive Profile & Compensation

About David L. Motley

Independent director of F.N.B. Corporation (FNB), age 66, serving since 2013; currently sits on the Compensation, Risk, and Credit Risk, Fair Lending & CRA Committees . Background includes venture capital and strategic advisory leadership with emphasis on executive development and diversity initiatives; Board has affirmed his independence under NYSE and FNB categorical standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
BTN Ventures (Black Tech Nation Ventures)	General Partner	2021–present	Invests in SaaS/AI startups; promotes diverse founding teams; oversight of climate/sustainability reporting across public-company experience
BlueTree Venture Fund	General Partner	2014–present	Early-stage life sciences/IT investing; strategic development/advising for >40 businesses
DDRC327 (Real estate development)	General Partner	2016–present	Development leadership
MCAPS, LLC (Construction mgmt & IT services)	CEO, President	2017–present	Strategic planning and executive development across regulated sectors

External Roles

Company	Role	Tenure	Committees/Notes
Koppers	Director	2018–present	Global wood treatment solutions
Coherent, Inc.	Director	2021–present	Optical materials & semiconductors
Deep Lake Capital Acquisition Corp. (SPAC)	Director	2021–2024	SPAC; tenure concluded in 2024

Board Governance

Committees: Compensation; Risk; Credit Risk, Fair Lending and CRA .
Board independence: Affirmed independent (10 of 11 directors; CEO only non-independent) .
Attendance: Board met 6 times in 2024; directors attended 98.5% of meetings; four executive sessions held (two with independent directors) .
Committee activity frequency: Compensation (4); Risk (7); Credit Risk, Fair Lending & CRA (6) meetings in 2024 .
Director stock ownership guideline: Lesser of 40,000 shares or $400,000; all directors compliant as of 12/31/2024 .

Fixed Compensation

Component	2024 Amount	Notes
Fees Earned or Paid in Cash ($)	$90,000	Comprised of Board/committee retainers per schedule; no perquisites disclosed (> $10k threshold)
Committee Fee Structure (reference)	See schedule →	Board $60,000 member; Compensation $10,000 member; Risk $10,000 member; Credit Risk, Fair Lending & CRA $10,000 member; chairs have higher fees; Lead Independent Director +$55,000

Performance Compensation

Award Type	Grant Date	Shares/Units	Fair Value/Price	Vesting	Notes
Time-based RSUs (Director annual grant)	May 8, 2024	5,916 units	$13.87 per share (FMV)	May 7, 2025	Director RSU awards valued at $75,000; education program completion adds $5,000 RSUs; Motley elected to defer 100% of 2024 equity awards; deferred RSUs have dividend equivalent rights

FNB does not grant stock options to directors; director equity is time-based RSUs only (no disclosed director PSUs/option awards) .

Other Directorships & Interlocks

Relationship	Nature	Governance Considerations
FNB LP investment in BTN Ventures (BTN.vc)	$2.5 million LP investment (~5% commitment) in a fund where Motley is a GP with <5% interest	Related person transaction reviewed under FNB Related Persons Transactions Policy; requires Nominating & Corporate Governance Committee prior approval and annual review if >1 year; disclosed as part of diversity/economic equality initiatives via F.N.B. Capital Corporation

Expertise & Qualifications

30+ years advising executives on strategic development and implementation across multiple sectors; recognized leader promoting diverse Board/C-suite representation and minority opportunities in technology .
Public-company oversight experience of ERM, sustainability (climate/carbon reporting/accounting) .
Provides unique perspective on diversity initiatives and risk management in heavily regulated industries .

Equity Ownership

Metric	As of/Period	Value
Shares Beneficially Owned	Record date March 10, 2025	65,344; less than 1% of shares outstanding
Outstanding Director RSUs (unvested)	12/31/2024	5,916 units
Director Ownership Guideline	Policy	Lesser of 40,000 shares or $400,000 value; all directors compliant as of 12/31/2024
Anti-hedging/pledging	Policy	Prohibited for directors/executives; derivatives and pledging barred

Governance Assessment

Board effectiveness and engagement: High overall attendance (98.5%) and active committee participation across Compensation, Risk, and Credit Risk, Fair Lending & CRA—key oversight levers for pay design, risk appetite, lending quality, and CRA obligations .
Independence & alignment: Independence affirmed; director ownership guidelines met; anti-hedging/pledging policy promotes alignment; Motley defers equity awards—indicative of long-term orientation .
Compensation mix: Balanced director pay with moderate cash retainer and annual time-based RSUs (no options); 2024 total of $169,988 with $79,988 equity value supports alignment without excessive risk-taking .
Compensation governance: Motley serves on the Compensation Committee; Committee uses independent consultant (Aon), peer-based relative metrics, clawback policy, double-trigger change-in-control (no tax gross-ups), and annual risk reviews—strong pay-for-performance governance architecture .
Potential conflicts: RED FLAG—FNB’s LP stake in BTN.vc where Motley is a GP (albeit <5% interest). Mitigants include formal related-person policy, committee pre-approval/annual review, and full proxy disclosure; Board reaffirmed director independence after review, but investors should monitor governance of this relationship over time .
Shareholder signals: Strong say‑on‑pay support (87.32%) in 2024 indicates broadly positive investor sentiment on compensation governance, indirectly supportive of Compensation Committee oversight quality .

Overall: Motley's portfolio of committee assignments and external public-board experience enhances risk, credit, and compensation oversight. The BTN.vc related-party exposure is disclosed and procedurally mitigated but warrants continued monitoring as a governance risk factor; otherwise, independence, attendance, and ownership alignment are supportive of investor confidence .