James D. Chiafullo
FNB CORP/PA/About James D. Chiafullo
Independent director of F.N.B. Corporation since 2012 (age 67 in 2025). Partner at Steptoe & Johnson PLLC (Jan 2024–present) and previously Partner at Dentons Cohen & Grigsby, P.C. (1999–Jan 2024). Recognized for corporate transactional governance, fiduciary duties, regulatory compliance and finance, with a Certificate in Cybersecurity Oversight from Carnegie Mellon University’s CERT division, reflecting board-level proficiency in cybersecurity oversight and resilience practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steptoe & Johnson PLLC | Partner | Jan 2024–present | Corporate transactional governance, legal/regulatory expertise |
| Dentons Cohen & Grigsby, P.C. | Partner | 1999–Jan 2024 | Corporate governance, fiduciary duties, finance; cybersecurity-related legal work |
| Public company (environmental & specialty contracting) | Director (prior role) | Not disclosed | Adds public board experience and oversight perspective |
External Roles
| Company/Institution | Role | Status |
|---|---|---|
| — | None (current public company directorships) | Confirmed “None” in proxy |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Credit Risk, Fair Lending & CRA Committee .
- Independence: Board determined Chiafullo independent under NYSE and FNB categorical standards in 2025 and 2024; only the CEO is non-independent .
- Board/committee activity and attendance signaling engagement:
- Board met 6 times in 2024; directors attended 98.5% of meetings; 4 executive sessions held (two independent-only, two full board) .
- Nominating & Corporate Governance met 4 times in 2024; Credit Risk, Fair Lending & CRA met 6 times in 2024 .
| Committee | 2023 Meetings | 2024 Meetings | Role |
|---|---|---|---|
| Nominating & Corporate Governance | 5 | 4 | Chair |
| Credit Risk, Fair Lending & CRA | 6 | 6 | Member |
Governance remit (high investor-confidence signals):
- Nominating & Corporate Governance oversees board composition, succession, self-assessments, shareholder feedback responsiveness, and principal oversight of corporate responsibility .
- Credit Risk, Fair Lending & CRA oversees lending strategies, reserve approvals, fair lending/CRA compliance, and insider loan approvals in line with Regulation O/W .
Fixed Compensation
Director compensation is a mix of cash retainers and time-based RSUs, with committee chair fees reflecting added responsibilities.
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned / Paid in Cash | 87,500 | 87,500 |
| Stock Awards (RSUs, grant-date fair value) | 84,987 | 84,981 |
| All Other Compensation | 0 | 0 |
| Total | 172,487 | 172,481 |
Fee schedule (for context): Board member $60,000; committee member fees vary (Audit $15,000; Compensation $10,000; Credit Risk/CRA $10,000; Executive $7,500; Nominating & Corporate Governance $7,500; Risk $10,000). Committee chair fees replace member fees (e.g., Nominating & Corporate Governance chair $17,500). Independent Lead Director receives additional $55,000 .
Performance Compensation
Directors receive time-based RSUs; no performance-based director equity or options. RSU grants vest one year after the annual meeting; directors may elect deferral under the Deferred Compensation Plan (no above-market earnings), and deferred RSUs accrue dividend equivalents .
| Equity Detail | 2023 | 2024 |
|---|---|---|
| RSUs Outstanding (#) | 8,287 (as of 12/31/2023) | 6,285 (as of 12/31/2024) |
| RSU Grant Date | May 10, 2023 | May 8, 2024 |
| Grant FMV/Share | $10.56 | $13.87 |
| Vest Date | May 8, 2024 | May 7, 2025 |
| Deferral Election | Not disclosed for Chiafullo (plan available; named deferrals exclude him) |
Plan governance:
- Double-trigger change-in-control for equity awards adopted; clawback policy compliant with NYSE/SEC Rule 10D-1 .
- Anti-hedging/pledging policy prohibits directors and executives from hedging or pledging FNB stock .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| — | None (current public company boards) | — | Confirmed “None” |
| Environmental & specialty contracting (prior) | Director (prior) | Not disclosed | Enhances governance/operational oversight experience |
Related-party and conflicts:
- Board reviews and pre-approves related-party transactions >$120,000; none disclosed for Chiafullo in 2023 or 2024/2025. A separate investment in BTN.vc involved Director Motley (GP) and was within policy; no other director related-party transactions required disclosure .
- Independence determinations considered business/law firm relationships; no material relationships found for directors, including law firm ties, under categorical standards .
Expertise & Qualifications
- Corporate transactional governance, fiduciary duty, regulatory compliance, finance; experience with sophisticated technology systems and cybersecurity breach matters .
- Certificate in Cybersecurity Oversight (CMU CERT), signaling competence in governance, risk, resilience, threat/vulnerability, incident response, business continuity, and disaster recovery .
Equity Ownership
Stock ownership guidelines require beneficial ownership of the lesser of 40,000 shares or $400,000; all directors are in compliance (2023 and 2024) .
| Ownership Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned | 120,283 (incl. 600 custodial for grandsons) | 139,328 (incl. 600 custodial for grandsons) |
| % of Shares Outstanding | <1% | <1% |
Policy alignment:
- Anti-hedging/pledging policy in force (no pledging permitted) .
- Clawback policy covering incentive-based compensation (including TSR/stock price metrics) .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance overseeing board effectiveness, refreshment, and corporate responsibility; member of Credit Risk/CRA providing direct oversight of lending risk and fair lending compliance . Robust board attendance (98.5% in 2024) and regular executive sessions indicate active oversight . Strong governance architecture modeled on Investor Stewardship Group principles; 100% independent board (excluding CEO), empowered Lead Independent Director .
- Alignment signals: Director equity ownership compliance; time-based RSUs with deferral option; anti-hedging/pledging and clawback policies; no related-party transactions disclosed for Chiafullo .
- Shareholder support: Say-on-Pay approval 87.32% in 2024 and 94.37% in 2023, supporting compensation governance and transparency .
- Potential watch items: Longer board tenure is balanced with board refreshment processes and empirical analysis supporting longer-tenured independent directors in complex institutions; combined Chair/CEO structure mitigated by strong Lead Independent Director authority and committee independence .
Overall, Chiafullo’s committee leadership and legal/cyber expertise enhance board effectiveness in governance, succession, and risk oversight, with no disclosed conflicts or related-party exposures—supportive of investor confidence .