James G. Orie

About James G. Orie

Chief Legal Officer since 2004 and Corporate Secretary since January 2015; age 66. Orie advises F.N.B. Corporation on legal and regulatory affairs, governance, litigation management, M&A, and compliance across business strategies. Prior roles include the Office of the Comptroller of the Currency, Federal Home Loan Bank of Pittsburgh, the Office of Thrift Supervision, and leading the financial services practice at a regional Pittsburgh law firm . Company performance context during his tenure includes 2024 TSR of 11% (36% three-year), operating EPS of $1.39, and a top-quartile efficiency ratio of 55.6% .

Past Roles

External Roles

No public company directorships or external board roles for Orie are disclosed in FNB’s proxy; his responsibilities are as an executive officer (CLO & Corporate Secretary) .

Fixed Compensation

• Orie is not listed among the Named Executive Officers (NEOs); therefore, his base salary, target bonus, and perquisites are not itemized in the Summary Compensation Table (the NEOs disclosed for 2024 are the CEO, CFO, CCO, Chief Wholesale Banking Officer, and Chief Consumer Banking Officer) .
• Company-wide practices relevant to executives include the Deferred Compensation Plan (DCP) for selected senior management (eligibility includes NEOs; some senior executives participate) and standard employee benefits; specific participation by Orie is not disclosed .

Performance Compensation

FNB uses peer-relative, formulaic incentive designs for executives under its incentive plan (applies broadly; individual participation levels are disclosed for NEOs).

• Short-Term Incentive (STI) metrics and weights (Company framework) :

  • Operating EPS vs Plan Target (70% weight); Peer-relative Operating ROATCE (20%); Peer-relative Efficiency Ratio (10%). 2024 payout outcome was 139% of target based on results .

• Long-Term Incentive (LTI) structure (Company framework) :

  • 60% performance-based RSUs; 40% time-based RSUs.
  • Performance metrics: Operating ROATCE vs peers and Internal Capital Generation (ICG) Growth vs peers over 3 years; TSR serves as a ±25% modifier to the performance metric outcomes .

2024 STI vesting framework and thresholds:

2024 LTI performance vesting curve:

Design safeguards and policies:

• No stock option grants in recent years under the plan; equity is in RSUs .
• Double-trigger change-in-control vesting for 2022–2024 grants; CIC requires termination for vesting, with performance RSUs vesting at target or actual per plan terms .
• Clawback policy for executive officers on incentive-based pay tied to financial reporting metrics, including stock price and TSR .
• Anti-hedging and anti-pledging policy for directors, NEOs, executive officers, and senior officers .

Equity Ownership & Alignment

• Policy alignment: strict anti-hedging/pledging; mandatory clawback; stock ownership guidelines apply to directors/NEOs and certain senior management participating in LTI (compliance noted for directors and senior level managers broadly, with NEO specifics disclosed) .

Reported beneficial ownership for James G. Orie (as filed):

Select historical award/vesting snapshots (as filed):

• RSUs scheduled to vest: 1,992 units (3/31/2017) and 2,083 units (3/31/2018) per initial Form 3 (later amended to 2,124.0524 and 2,139.39) .
• RSU lines disclosed around FYE 2018: 2,412 (3/31/2019), 3,024 (3/31/2020), 5,040 (3/31/2021) (unit counts include DRIP fractional accruals per footnotes) .

Notes:

• The 2025 proxy’s beneficial ownership table aggregates “all executive officers and directors as a group (17 persons)” and states it includes Orie, but it does not break out Orie’s individual 2025 holdings .

Employment Terms

• Orie’s individual employment agreement, severance, and non-compete terms are not disclosed in the 2025 proxy (only NEO agreements are detailed) .
• Company-level and peer executive agreement context:
  • Equity awards (2022–2024) use double-trigger CIC vesting (CIC plus qualifying termination), with performance units settling at target or actual performance per plan .
  • A contemporaneous executive agreement (Chief Credit Officer) reflects: double-trigger CIC severance (2x base salary plus average bonus), COBRA premium coverage (up to 18–24 months depending on scenario), and a 2-year non-compete/non-solicit; terms vary by executive .

Performance & Track Record (Company context during Orie’s tenure)

Additional 2024 operating highlights: revenue of $1.6B; record operating non-interest income of ~$350M; efficiency ratio 55.6%; operating EPS $1.39; 7% YoY average deposit growth; CET1 10.6%; TCE ratio 8.2% .

Governance, Pay Philosophy, and Say‑on‑Pay (Company-level)

• Pay-for-performance design anchored in peer-relative outcomes; multiple balanced metrics across STI and LTI; no option re-pricing; double-trigger CIC; no tax gross-ups in new agreements; robust clawback .
• 2024 say‑on‑pay approval: 87.32% “FOR” .
• Shareholder engagement: outreach to investors representing ~72% of outstanding shares in 2024–2025 .
• Compensation peer set updates in 2024 (added TCBI, FULT, SFNC; removed UMPQ and NYCB/Flagstar) to better match size and market dynamics .

Risk Indicators & Red Flags

• Hedging/pledging prohibited for directors, NEOs, executive officers, and senior officers (addresses alignment and margin-call risk) .
• Mandatory clawback covering incentive compensation tied to financial reporting measures, including stock price/TSR; applies to current and former executive officers .
• Double-trigger CIC for equity and executive agreements; no single-trigger CIC for NEOs (reduces windfall risk) .
• No option re-pricing or exchanges; conservative equity design (RSUs) .

Equity Ownership & Vesting Pressure Signals

• Orie’s historical filings show meaningful ongoing stock accumulation, especially in the 401(k) plan; RSU vesting schedules historically followed standard time-based cycles (with separate performance-based cycles company-wide) .
• Company policy bans pledging/hedging, limiting leverage-related selling risk for executive officers .
• 2024–2026 LTI cycles are performance-weighted with 2027 vest timing; double-trigger CIC mechanics limit automatic acceleration risk absent termination .

Compensation Structure Analysis (Implications for Orie)

• Transparency: As a non-NEO executive, Orie’s specific pay mix and targets are not disclosed; however, he likely operates under the same company-wide incentive architecture that emphasizes peer-relative performance and strong risk controls (clawback, anti-pledge, double-trigger CIC) .
• Alignment: Historical ownership data (including sizable 401(k) holdings) and company policies suggest alignment with long-term shareholder value, with limited capacity for hedging or pledging .
• Retention: Company precedent for senior executives includes robust but controlled severance/CIC protections (double-trigger) and multi-year performance vesting; Orie’s specific terms are not publicly filed .

Investment Implications

• Compensation alignment and risk controls are strong at the program level (peer-relative metrics, clawbacks, anti-pledging, double-trigger CIC), which supports long-term value creation and mitigates agency risks across the senior team, including the CLO function .
• Orie’s historical accumulation of shares (notably via the 401(k) plan) and standard RSU schedules point to steady, programmatic alignment rather than near-term selling pressure; company prohibitions on hedging/pledging further reduce adverse trading signals from the legal officer .
• A limitation remains the lack of individual compensation disclosure for Orie (not an NEO), which constrains precision on his cash/equity mix and severance economics; however, company-wide frameworks are conservative and shareholder-friendly, with 2024 say-on-pay approval at 87% and continued investor engagement .