Frank C. Mencini
FNB CORP/PA/About Frank C. Mencini
Independent director since 2016; age 60. Audit Committee Chair and member of Executive, Nominating & Corporate Governance, and Risk Committees. A certified public accountant with senior audit and transaction advisory experience (Big 4/Big 8), former CFO of Inova Medical Group, and managing partner of BGS Consulting. Determined independent under NYSE and FNB categorical standards; the Board reported 98.5% overall director attendance in 2024 and held four executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BGS Consulting | Managing Partner | 2023–present | Finance/accounting advisory; entrepreneur/consulting leadership |
| Inova Medical Group (Inova Health System) | Chief Financial Officer | 2017–2023 | Healthcare finance leadership; risk and compliance in heavily regulated sector |
| Mencini Healthcare Associates | President & CEO | 2002–present | Strategic growth; regulated industry advisory |
| Big 4/Big 8 Public Accounting Firm | Senior Partner | Not disclosed | Led audit, transaction advisory, and business consulting; public company audit/regulatory expertise |
External Roles
| Entity | Type | Role | Status |
|---|---|---|---|
| Public company boards | Public | Director | None |
| Private/non-profit/academic boards | Private/non-profit | Director/Trustee | Not disclosed |
Board Governance
- Committee leadership and membership: Audit (Chair), Executive, Nominating & Corporate Governance, and Risk; Audit Committee met 13 times in 2024 and all members qualify as “audit committee financial experts” under SEC rules .
- Independence: Affirmatively determined independent (one of 10 independent directors; CEO is the only non-independent) .
- Attendance and engagement: Board met six times; directors attended 98.5% of meetings; four executive sessions in 2024 (two independent director-only) .
- Shareholder engagement: ~190 engagements across 2024–Q1’25, covering shareholders representing >72% of outstanding shares .
- Related-party safeguards: Transactions >$120,000 with related persons require Nominating & Corporate Governance Committee approval; only disclosed related investment was a $2.5mm LP commitment to BTN.vc where Director Motley is GP (<5% interest) .
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Board annual retainer (member) | $60,000 |
| Committee retainers (member/chair) | Audit: $15,000/$32,500; Compensation: $10,000/$22,500; Credit Risk/CRA: $10,000/$25,000; Executive: $7,500/$10,000; Nominating & Corporate Governance: $7,500/$17,500; Risk: $10,000/$25,000 |
| Lead Independent Director premium | +$55,000 (applies to Lead Director, not to Mencini) |
| Director Compensation (USD) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $117,500 | $117,500 |
| Stock awards (fair value at grant) | $84,987 | $84,981 |
| All other compensation | $0 | $0 |
| Total | $202,487 | $202,481 |
Notes:
- Cash fee composition is consistent with roles (Audit Chair plus memberships on Executive, Nominating & Corporate Governance, and Risk) summing to $60,000 board retainer + $32,500 (Audit Chair) + $7,500 (Executive member) + $7,500 (Nominating member) + $10,000 (Risk member) = $117,500 .
Performance Compensation
| RSU Award Detail | 2023 | 2024 |
|---|---|---|
| Grant date | May 10, 2023 | May 8, 2024 |
| Grant FMV per share | $10.56 | $13.87 |
| RSUs outstanding at YE (director awards) | 8,287 (vest 5/8/2024) | 6,285 (vest 5/7/2025) |
| Educational RSU program | Additional $5,000 RSUs for completing approved education (issued at same FMV) | Additional $5,000 RSUs for completing approved education (issued at same FMV) |
- Structure: Director equity is time-based RSUs under the FNB Incentive Plan; directors do not receive options and director awards are not performance-based (NEO performance-based RSUs are distinct) .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Consideration |
|---|---|---|
| BTN.vc (Black Tech Nation Ventures) | Company LP commitment $2.5mm (~5% of fund); Director Motley is GP (<5% investment interest) | Approved under policy; only related-person transaction disclosed for 2024; not involving Mencini |
| Others | — | No related-person transactions involving Mencini disclosed |
Expertise & Qualifications
- CPA; senior partner experience in Big 4/Big 8 audit, transaction advisory, and consulting—SEC/GAAP fluency and internal control/risk rigor .
- CFO of a major healthcare provider (Inova Medical Group), with experience in regulated environments and cyber/data risk oversight .
- Entrepreneurial leadership (Mencini Healthcare Associates; BGS Consulting) with strategy and profitability growth credentials .
- Board-level risk oversight (Audit Chair; member of Risk Committee) and governance (Nominating & Corporate Governance Committee) .
Equity Ownership
| Metric | 2024 (Record date: Mar 6, 2024) | 2025 (Record date: Mar 10, 2025) |
|---|---|---|
| Shares beneficially owned | 80,368 | 96,080 |
| Shares outstanding | 359,331,176 | 359,461,443 |
| Ownership (%) | 0.0224% (80,368/359,331,176) | 0.0267% (96,080/359,461,443) |
| Unvested RSUs outstanding (director awards) | 8,287 (as of 12/31/2023) | 6,285 (as of 12/31/2024) |
| Shares pledged as collateral | Prohibited by policy | Prohibited by policy |
- Director stock ownership requirement: Lesser of 40,000 shares or $400,000; all directors in compliance as of year-end 2024 .
- Anti-hedging/pledging policy applies to directors; hedging and pledging are prohibited .
Insider Trades
| Item | 2023 | 2024 |
|---|---|---|
| Section 16(a) compliance exceptions (director-specific) | None disclosed for Mencini; overall compliance noted | None disclosed for Mencini; overall compliance noted; one corrected Form 5 for Director Nicholas |
- The proxy does not list individual Form 4 transactions for directors; Company reports overall Section 16 compliance (with noted correction for a different director) .
Governance Assessment
- Strengths: Audit Chair with deep CPA/Big 4 background enhances financial reporting and controls oversight; multi-committee service (Risk; Nominating & Corporate Governance) improves enterprise risk and governance coverage; independence affirmed; strong board-level attendance; director equity aligns with shareholders; anti-hedging/pledging policy reduces misalignment risk; director ownership guidelines met .
- Potential conflicts: None involving Mencini disclosed; related-person transactions limited to BTN.vc investment involving another director and governed under policy .
- Investor confidence signals: Robust shareholder engagement (~190 touchpoints; 72% coverage); say-on-pay approval of 87.32% in 2024 indicates general support for compensation governance; audit committee financial expert designation across members underscores control environment strength .
Overall, Mencini’s profile—Audit Chair, independent status, material equity ownership, and absence of related-party exposures—supports board effectiveness and investor alignment, with minimal governance red flags based on disclosed information .