Gary L. Guerrieri
FNB CORP/PA/About Gary L. Guerrieri
Gary L. Guerrieri is Executive Vice President and Chief Credit Officer of F.N.B. Corporation (CCO since April 2011; EVP and CCO of First National Bank of Pennsylvania since 2005). He oversees commercial and retail underwriting, credit administration, credit policy and credit risk management, including special assets, loan servicing and indirect lending. Age 65 as of the 2025 annual meeting; joined FNBPA in 2002 after serving as EVP, Commercial Banking at Promistar Financial Corporation, acquired by FNB in 2002 . Under current management, FNB delivered 2024 TSR of 11% and 36% on a trailing three-year basis; revenues of $1.6B, operating EPS of $1.39, top‑quartile efficiency ratio of 55.6%, operating ROATCE of 14.5%, and record CET1 and TCE ratios, indicating durable execution through cycles and prudent credit performance (median reserve 1.25%, net charge-offs 19 bps) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Promistar Financial Corporation | EVP, Commercial Banking | Pre‑2002 | Led commercial banking; FNB acquired Promistar in 2002, adding scale and credit capabilities . |
| First National Bank of Pennsylvania (FNBPA) | EVP & Chief Credit Officer | 2005–present | Built enterprise credit underwriting, policy, risk management; oversight of special assets, loan servicing, indirect lending . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public external directorships or roles disclosed . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 493,529 | 508,423 | 518,615 |
| Target STI (% of Salary) | 60% | 60% | 60% |
| Non‑Equity Incentive Paid ($) | 533,520 | 586,368 | 431,663 |
| All Other Compensation ($) | 101,426 | 127,550 | 96,740 |
Notes: Perquisites include auto use, parking; executive insurance premiums; 401(k) match; DCP restoration match .
Performance Compensation
| Component | Metric | Weighting | Target | Actual (2024) | Payout / Treatment |
|---|---|---|---|---|---|
| Short‑Term Incentive (STI) | Operating EPS vs Plan | 70% | $1.38 EPS | $1.39 (101% of plan) | Contributed to overall STI payout of 139% of target . |
| STI | Peer‑Relative Operating ROATCE* | 20% | 50th percentile | Top quartile (13.7%) | Maximum factor for this metric . |
| STI | Peer‑Relative Efficiency Ratio* | 10% | 50th percentile | Top quartile (55.6%) | Maximum factor for this metric . |
| STI Payout Mechanics | — | — | Threshold 50%, Target 100%, Max 200% | — | Straight‑line interpolation; paid ~60 days post‑year‑end if employed . |
| Long‑Term Incentive (LTI) – 2024 Grants | Performance‑Based RSUs (PBRSUs) | 60% of LTI | 23,258 target units; threshold 4,361; max 50,877 | Vests Mar 18, 2027 if goals met | Vesting based on 3‑yr avg peer‑relative Operating ROATCE* and ICG Growth*, adjusted ±25% by relative TSR; threshold 25% payout, target 100%, max 175% . |
| LTI – 2024 Grants | Time‑Based RSUs (TBRSUs) | 40% of LTI | 15,505 units | Scheduled vest dates below | Vest subject to continued service; accrues dividend equivalents . |
| LTI Results (2022–2024 cycle) | PBRSU payout | — | — | 172% of target | Operating ROATCE* at target; ICG Growth* top quartile; TSR 95th percentile . |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 354,721 (includes 897 custodial acct for daughter) |
| Ownership % of Shares Outstanding | <1% (FNB had 359,461,443 shares outstanding, Mar 10, 2025) |
| RSUs Held (not in beneficial tally) | 97,306 units at target level (incl. dividend equivalents) |
| Options | None outstanding; FNB did not issue options in reported years . |
| Upcoming TBRSU Vesting | Jan 5, 2025: 10,623; Mar 18, 2025: 5,349; Jan 5, 2026: 5,140; Jan 18, 2026: 5,349; Jan 18, 2027: 5,351 |
| Upcoming PBRSU Vesting (reported basis) | Mar 18, 2025: 53,976; Mar 18, 2026: 36,867; Mar 18, 2027: 4,514 (assumption framework per table) |
| Stock Ownership Guidelines | 3x salary or 100,000 shares; Guerrieri in compliance |
| Hedging/Pledging | Prohibited for directors, NEOs, execs, senior officers |
| Clawback | Mandatory recoupment for restatements; includes stock price/TSR measures |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Amended and restated Nov 30, 2023; replaces single‑trigger CIC with double‑trigger; initial term two years; auto‑renews to maintain two‑year term; runs through Nov 2027 . |
| Target STI level | 60% of base salary for 2024 (0–120% payout range) . |
| Severance – Involuntary (not for cause) | Salary + bonus for 24 months; first installment after 60 days (includes first two months) . |
| Change‑in‑Control (CIC) – Double Trigger | 2x base salary plus bonus amount (average of last three fiscal years) paid in lump sum; COBRA medical premium contribution assumed for 18 months . |
| Health Benefits | COBRA premium contributions for up to 18 months in CIC/qualifying separations . |
| Retirement Treatment | Eligible for early retirement under Incentive Plan; TBRSUs vest 100% at retirement; PBRSUs vest at 100% if performance objectives achieved . |
| Non‑Compete/Non‑Solicit | Not specifically disclosed in proxy summaries for Guerrieri’s agreement . |
| 280G Gross‑ups | None; pay cutback applies if excise tax would worsen after‑tax position . |
Illustrative estimated benefits as of 12/31/2024:
- Retirement total: $3,866,327; CIC termination total: $6,501,123; Good Reason/Involuntary Not for Cause: $6,061,192; Death: $4,011,358; Disability: $4,289,576 .
Pensions, Deferred Compensation, and Perquisites
| Plan/Benefit | Details |
|---|---|
| Retirement Income Plan (RIP) | Credited service 24.17 years; present value $753,327 . |
| ERISA Excess Retirement Plan | Present value $114,396 . |
| Basic Retirement Plan (SERP – closed) | Present value $67,784; Tier 1 schedule; no accruals since 2008 . |
| Deferred Compensation Plan (DCP) | 2024 exec contributions $26,673; company contributions $40,091; aggregate balance $915,077; fully vested; investment options mirror 401(k); distribution rules per plan . |
| Perquisites (2024) | Auto usage, parking; executive insurance premiums; 401(k) match; DCP restoration match; total “All Other Compensation” $96,740 . |
Compensation Structure Analysis
- Mix and peer alignment: Guerrieri’s 2024 LTI target 100% of salary split 60% PBRSUs / 40% TBRSUs; FNB does not use stock options; incentive plans have maximums and peer‑relative metrics (Operating ROATCE*, Efficiency*, ICG Growth*, TSR) to align pay with shareholder value .
- Shareholder oversight: Say‑on‑Pay support was 87.32% in 2024 and 94.37% in 2023, reflecting investor acceptance of pay‑for‑performance design and governance improvements (double‑trigger CIC, enhanced disclosures) .
- Peer set calibration: 2024 peer group updated to add TCBI, FULT, SFNC; removed UMPQ and NYCB due to combinations; aligns relative metrics and targets with competitive landscape .
Performance & Track Record
| Metric (Company‑level) | 2024 Outcome |
|---|---|
| Total Shareholder Return (TSR) | 11% (36% trailing 3‑yr; #3 peer rank) |
| Revenues | $1.6B |
| Operating EPS* | $1.39 |
| Efficiency Ratio* | 55.6% (top quartile) |
| Operating ROATCE* | 14.5% |
| Capital | Record CET1 10.6%; TCE 8.2% |
| Credit | Median reserve 1.25%; delinquencies 83 bps; NCOs 19 bps |
Vesting Schedules and Insider Selling Pressure
| Date | TBRSUs Scheduled to Vest (Units) | PBRSUs Scheduled to Vest (Units) |
|---|---|---|
| Jan 5, 2025 | 10,623 | — |
| Mar 18, 2025 | 5,349 | 53,976 (reported basis assumptions per table) |
| Jan 5, 2026 | 5,140 | — |
| Jan 18, 2026 | 5,349 | 36,867 (reported basis assumptions) |
| Jan 18, 2027 | 5,351 | — |
| Mar 18, 2027 | — | 4,514 (reported basis assumptions) |
Observation: Material vesting events in March 2025 and March 2026 on performance units, contingent on cycle results; cash STI paid ~60 days post year‑end could also influence trading cadence .
Equity Ownership & Pledging
- Beneficial ownership 354,721 shares; RSUs outstanding 97,306 (target level, not included in beneficial total) .
- Anti‑hedging/pledging policy prohibits pledging or derivatives, mitigating misalignment risk .
- Ownership guidelines 3x salary or 100,000 shares; Guerrieri meets requirement .
Compensation Governance and Risk Indicators
- Clawback policy compliant with SEC/NYSE Rule 10D‑1; covers stock price and TSR awards .
- Double‑trigger CIC in equity awards and employment agreements; no tax gross‑ups; severance excludes “cause” terminations and resignations (other than defined Good Reason) .
- No stock option repricing/exchanges; strong use of peer‑relative metrics; annual compensation risk assessment by CRO .
Investment Implications
- Alignment: High proportion of at‑risk, peer‑relative equity with TSR modifier and strict clawback/anti‑pledging governance supports shareholder alignment and disciplined risk posture .
- Retention risk: Agreement runs through Nov 2027 with two‑year rolling term and robust CIC/double‑trigger mechanics; upcoming substantial PBRSU vesting in Mar 2025 and Mar 2026 creates retention anchors and potential post‑vesting liquidity events .
- Trading signals: Watch March vesting windows and ~60‑day post‑year‑end STI payment timing for potential insider activity; no pledging permitted reduces forced‑sale risk. Beneficial ownership is <1% of shares outstanding, so individual transactions unlikely to move stock materially absent broader insider clusters .
- Execution: Company‑level performance (capital, efficiency, ROATCE, credit metrics) remained strong in 2024; STI paid below prior year for Guerrieri, reflecting plan mechanics amid macro shifts. Continuous peer‑relative framework and updated peer set should maintain incentive alignment if operating momentum persists .