Heidi A. Nicholas
FNB CORP/PA/About Heidi A. Nicholas
Independent director of F.N.B. Corporation since 2015 (age 70). She is Principal of Nicholas Enterprises, a commercial and multi-tenant residential real estate developer in Central Pennsylvania (since 2001), with prior investment banking experience covering financial institutions and telecommunications. She chairs the Board Risk Committee and serves on the Audit and Executive Committees; the Board has determined all Audit Committee members (including Ms. Nicholas) are “audit committee financial experts.” The Board has affirmed her independence under NYSE and FNB categorical standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nicholas Enterprises | Principal | 2001–present | Commercial and multi-tenant residential real estate development and management; deep CRE risk understanding cited by FNB as nomination rationale |
| Investment Banking (firm not disclosed in proxy) | Financial institutions/telecom analysis and transactions | Not disclosed | Finance and complex transaction experience; cited by FNB as nomination rationale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | FNB discloses no current other public company directorships for Ms. Nicholas |
Board Governance
- Committee assignments and roles (2024):
- Risk Committee – Chair; met seven times; oversees enterprise risk framework, risk appetite, policies, and risk disclosures .
- Audit Committee – Member; met thirteen times; FNB asserts each member is financially literate and qualifies as an SEC “audit committee financial expert” .
- Executive Committee – Member; met two times; handles matters between regular Board meetings, including acquisitions .
- Independence and attendance:
- Independence: Board determined Ms. Nicholas is independent under FNB Independence Standards (NYSE and Company categorical standards) .
- Board activity: the full Board met six times in 2024; directors’ overall attendance was 98.5%, and all directors attended the 2024 Annual Meeting (individual attendance not itemized) .
- Executive sessions: Board conducted four executive sessions in 2024 (two with independent directors; two with full Board) .
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 107,500 | 84,981 | 0 | 192,481 |
- Director fee schedule (annual, paid monthly): Board $60,000 member/$55,000 additional for Independent Lead Director; Audit $15,000 member/$32,500 chair; Compensation $10,000 member/$22,500 chair; Credit Risk, Fair Lending & CRA $10,000 member/$25,000 chair; Executive $7,500 member/$10,000 chair; Nominating & Corporate Governance $7,500 member/$17,500 chair; Risk $10,000 member/$25,000 chair (chairs do not also receive member fee) .
Performance Compensation (Director Equity)
- Annual director equity is time-based RSUs (not performance-based). Risk and other committee chairs receive equity valued at $80,000 vs. $75,000 for other directors; a supplemental $5,000 RSU grant is awarded for relevant director education completion. 2024 director RSUs were granted May 8, 2024 at $13.87 FMV per share; 2024 director RSUs vest May 7, 2025 (Mr. Delie’s vests May 8, 2025) .
- Outstanding director equity at 12/31/2024: Ms. Nicholas held 6,285 stock awards (RSUs) outstanding (time-based) .
Note: FNB discloses no performance-linked metrics for director equity; awards are time-based RSUs only (performance metrics apply to NEO incentive programs, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Ms. Nicholas |
| Compensation Committee interlocks | Compensation Committee members were Malone (Chair), Bena, Motley, Strimbu; no relationships requiring disclosure, and Ms. Nicholas is not on this committee |
| Related-party transactions | Apart from a disclosed investment involving Director Motley’s fund (BTN.vc), FNB reports no related person transactions requiring disclosure in 2024 for directors; none indicated for Ms. Nicholas |
Expertise & Qualifications
- Risk oversight: Chair of the Board Risk Committee with extensive finance and complex transaction experience and CRE risk expertise; cited for “extensive experience with financial services risk management challenges” .
- Audit and financial literacy: Member of the Audit Committee; Board determined all Audit members are “audit committee financial experts” under SEC rules .
- Sector knowledge: Deep exposure to commercial real estate and housing markets, including financing of complex multi-family and lower-income developments; prior investment banking experience in financial institutions and telecom .
Equity Ownership
| As of Record Date (Mar 10, 2025) | Amount |
|---|---|
| Beneficial ownership – total shares | 297,119 (less than 1% of 359,461,443 shares outstanding) |
| Ownership detail | Includes 121,936 shares (Nicholas Family Trust; Ms. Nicholas sole trustee) and 102,913 shares (Nicholas Family Limited Partnership) |
| Outstanding (unvested) director RSUs | 6,285 as of 12/31/2024 |
| Director stock ownership guideline | Lesser of 40,000 shares or $400,000; all directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors under FNB anti-hedging/pledging policy |
| Clawback policy | Mandatory recoupment for current/former executive officers; policy also allows clawbacks from other officers upon misconduct-related restatement (contextual governance control) |
Governance Assessment
- Positives for investor confidence
- Independent director with complementary CRE and transaction background chairing the Risk Committee, aligning expertise with core banking risk oversight; also serves on Audit and Executive Committees .
- Board has designated all Audit Committee members as SEC “audit committee financial experts,” strengthening financial oversight .
- Meaningful share ownership (297,119 shares) with transparent disclosure of trust and partnership holdings; directors meet ownership guidelines; hedging/pledging prohibited, supporting alignment .
- No related-person transactions disclosed for Ms. Nicholas in 2024; Board-wide RPT protocols require pre-approval by Nominating & Corporate Governance Committee .
- Strong overall Board engagement in 2024 (98.5% meeting attendance; four executive sessions), with clear risk, audit, and compensation governance structures .
- Watch items / red flags
- Section 16 compliance note: Ms. Nicholas filed a corrected Form 5 to adjust beneficial ownership for shares held by the Nicholas Family Limited Partnership; no broader compliance issues disclosed (administrative correction) .
- CRE domain expertise is a strength for Risk Committee leadership; no related-party CRE transactions disclosed for 2024, which mitigates conflict concerns .
- Broader shareholder sentiment
- Say-on-Pay approval was 87.32% in 2024, indicating generally supportive investor posture toward FNB’s compensation governance framework (context for overall governance climate) .