James L. Dutey

About James L. Dutey

James L. Dutey is Corporate Controller and Principal Accounting Officer of F.N.B. Corporation (FNB), serving in this role since March 2017 after joining FNB in January 2017; he is 51 years old and a licensed CPA in Pennsylvania with more than 28 years of accounting experience in banking and financial services, including senior roles at Huntington Bancshares and KPMG’s assurance practice . Company performance during his tenure includes 2024 revenue of $1.6B with operating EPS of $1.39, 2024 TSR of 11% and 3‑year TSR of 36%, a top‑quartile 55.6% efficiency ratio, record CET1 of 10.6%, and strengthened tangible common equity—metrics that underpin incentive design and governance at FNB . As PAO, Dutey is a periodic signatory on FNB’s Form 10‑Q filings alongside the CEO and CFO, reinforcing his accountability for financial reporting quality .

Past Roles

External Roles

• No external directorships or outside roles are disclosed for Mr. Dutey in the executive officer biographies section of the 2025 proxy .

Fixed Compensation

• Specific base salary, target bonus, and actual bonus for Mr. Dutey are not disclosed. The detailed compensation tables in the proxy cover Named Executive Officers (NEOs) (CEO, CFO, and three other NEOs); Mr. Dutey, while an executive officer, is not a NEO in the 2025 proxy .

Performance Compensation

• Short‑term incentive (STI): FNB uses a balanced set of metrics, with peer‑relative measures predominating. STI design incorporates multiple peer‑relative metrics and Operating EPS vs plan, aligning payouts with profitability, efficiency, productivity, and valuation drivers while adhering to the firm’s risk appetite .
• Long‑term incentive (LTI): Awards are RSU‑based with 60% performance‑based and 40% time‑based. Performance‑based RSUs vest after a three‑year period contingent on relative Operating ROATCE and Internal (Tangible Equity) Capital Generation (ICG) growth, modified by a TSR multiplier; no stock options are granted under current design . Dividend equivalents accrue on RSUs and are paid upon vesting; vested RSUs settle within 30 days of the vest date with tax withholding applied .
• Risk and governance: The Compensation Committee performs annual risk assessments of all incentive plans; executive compensation is reviewed against a peer group curated for comparability in business model and size, with periodic updates to reflect industry M&A (e.g., adding TCBI, FULT, SFNC; removing NYCB and UMPQ) .

Equity Ownership & Alignment

• Policies: FNB maintains executive and director stock ownership requirements; anti‑hedging and anti‑pledging policies apply to directors, NEOs, executive and senior officers; and a mandatory clawback policy applies to current and former executive officers covering incentive‑based compensation (including measures derived from financial statements and TSR) in the event of a financial restatement, with additional misconduct‑based recovery for other officers .
• Beneficial ownership: The proxy discloses that aggregate executive/director ownership includes holdings of James L. Dutey (counted within the 17‑person group total of 4,927,609 shares; 1.37% of outstanding), though his individual share count is not separately itemized in the table .
• Vesting overhang and potential supply: As of 12/31/2024, FNB reported 3,571,311 unvested RSUs outstanding (2,602,401 service‑based and 968,910 performance‑based) with a weighted‑average remaining life of ~1.74 years; stock‑based compensation expense was $17M in 2024 with $10M of unrecognized cost remaining—these dynamics shape multi‑year vesting calendars and potential share issuance/withholding at vest .
• Insider trading discipline: FNB’s insider trading policy details accelerated Form 4 reporting windows (two days, with limited five‑day exceptions for certain plans) for executive officers . Mr. Dutey reported Form 4 transactions on 1/8/2025, 2/20/2025, and 3/20/2025, evidencing routine compliance; see EDGAR index links for filings .

Employment Terms

• Start date and tenure: Joined FNB in January 2017; Corporate Controller and PAO since March 2017 .
• CIC and severance framework (company‑wide features): Equity awards and employment agreements feature double‑trigger change‑in‑control (no single‑trigger), no option repricing, no severance for “cause” terminations or resignations other than for good reason, and no tax gross‑ups on new contracts; a clawback policy is in force . Specific severance multiples and individual contract terms for Mr. Dutey are not disclosed (only NEO CIC/termination analyses are provided in the proxy) .
• Ownership/pledging: Executives are prohibited from hedging or pledging FNB stock, a key alignment safeguard .

Investment Implications

• Pay‑for‑performance alignment: FNB’s heavy use of peer‑relative metrics (Operating ROATCE, ICG growth, TSR) and a majority performance‑based LTI (60%) constrains windfalls and ties realizable pay to shareholder value creation. High say‑on‑pay support (87.32% in 2024) indicates investor alignment with program design .
• Insider supply/timing: RSU overhang with 3–5 year vesting and 30‑day settlement (tax withholding at vest) can create periodic issuance/withholding but not necessarily open‑market sales; Mr. Dutey’s periodic Form 4s suggest standard cadence, reducing surprise‑risk around blackout windows .
• Retention and control environment: As PAO and SOX signatory, Dutey’s role is critical to reporting quality, and policies (double‑trigger CIC, clawback, anti‑pledging) mitigate misalignment/turnover risk; no red flags such as option repricing or tax gross‑ups are present .
• Company execution context: 2024’s 11% TSR, 36% three‑year TSR, strong capital ratios, and top‑quartile efficiency give a constructive backdrop for incentive realization; underperformance versus peers would mathematically dampen payouts, limiting adverse signaling from insider transactions linked to vesting rather than discretionary sales .