John S. Stanik
FNB CORP/PA/About John S. Stanik
John S. Stanik, 71, is an independent director of F.N.B. Corporation and has served on the Board since 2013. He currently serves on the Risk Committee and the Credit Risk, Fair Lending and CRA Committee; he has no current other public company directorships. His prior executive experience includes CEO roles at Ampco-Pittsburgh Corporation (2015–2018, also a director) and Calgon Carbon Corporation (CEO/President/Director 2003–2012; Chairman 2007–2012). The Board cites his extensive CEO/C‑suite experience, risk management, investor relations and disclosure acumen as core qualifications for renomination.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ampco-Pittsburgh Corporation | Chief Executive Officer; Director | 2015–2018 | Public company leadership and oversight experience applicable to FNB strategy and risk governance |
| Calgon Carbon Corporation | CEO, President, Director; Chairman of the Board | 2003–2012 (Chair 2007–2012) | Led strategy, investor engagement, and governance; experience with disclosures and executive compensation decisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Other public company directorships: None |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent (affirmed by the Board’s 2025 independence review; only CEO is non‑independent) |
| Years of service | Director since 2013 |
| Committee assignments | Risk Committee (7 meetings in 2024; Chair: Heidi A. Nicholas); Credit Risk, Fair Lending and CRA Committee (6 meetings in 2024; Chair: William J. Strimbu) |
| Board attendance | Board met 6 times in 2024; directors attended 98.5% of meetings; four executive sessions (two independent‑only) in 2024 |
| Committee independence | All Standing Committee members (including Chairs) determined independent in 2024 |
| Lead Independent Director | William B. Campbell; attends committee meetings as part of role |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 80,000 | 79,988 | 0 | 159,988 |
Annual Board/Committee retainer framework (for context):
- Board member annual retainer: $60,000; Independent Lead Director additional $55,000 .
- Committee retainers (member/chair): Audit $15,000/$32,500; Compensation $10,000/$22,500; Credit Risk, Fair Lending and CRA $10,000/$25,000; Executive $7,500/$10,000; Nominating & Corporate Governance $7,500/$17,500; Risk $10,000/$25,000 . Committee chairs do not receive a member fee in addition to chair fee .
Performance Compensation
Director equity is time‑based RSUs (no performance metrics apply to director awards).
| Grant/Status | Grant Date | Measurement Price | Grant Value | Units Outstanding at 12/31/2024 | Vest Date |
|---|---|---|---|---|---|
| Annual director RSU (2024 cycle) | May 8, 2024 | $13.87/share | $79,988 | 5,916 units | May 7, 2025 |
| Annual director RSU (2025 cycle, Form 4) | May 7, 2025 | $13.50/share (reported) | $79,988 (reported) | — | — |
| Sources | 2024 award valuation/units/vesting from proxy; 2025 grant from SEC Form 4 filing |
Notes:
- Directors receiving relevant education in the prior year also received a $5,000 time‑based RSU; awards are rounded to whole units at the grant FMV .
- Directors may defer cash and/or stock awards under the Deferred Compensation Plan; in 2024, Campbell, Malone, Motley and Strimbu deferred 100% of their awards (Stanik not listed among deferrers) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Ampco‑Pittsburgh (Director 2015–2018); Calgon Carbon (Director; Chairman 2007–2012) |
| Committee interlocks | Compensation Committee disclosed no interlocks; Stanik is not a member of Compensation Committee |
| Related‑party transactions | Only disclosed related‑person transaction for 2024 involved Director Motley (BTN.vc); no other director, nominee or executive had a related‑person transaction requiring disclosure |
Expertise & Qualifications
- Extensive CEO/C‑suite and public board experience; strong leadership, strategic planning, risk management, investor relations and disclosure expertise supporting FNB’s risk and growth agenda .
- Active service on risk oversight committees (Board Risk; Bank Credit Risk, Fair Lending and CRA) aligns with FNB’s enterprise risk governance framework .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 3/10/2025) | 94,915 shares | Includes 17,013 shares jointly held with spouse |
| % of shares outstanding | <1% | Company had 359,461,443 shares outstanding at record date |
| RSUs outstanding (director grant) | 5,916 units (12/31/2024) | Vests May 7, 2025 |
| Director stock ownership requirement | Lesser of 40,000 shares or $400,000; phased in over six years | As of 12/31/2024, each FNB director is in compliance |
| Hedging/pledging policy | Prohibits directors and executives from hedging or pledging FNB stock |
Insider Trades (recent director equity awards)
| Filing | Transaction Date | Type | Security | Price | Amount/Value | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|---|
| Form 4 | May 7, 2025 | Stock Award (Grant) | Common Stock | $13.50 | $79,988 | ~101,430 shares | |
| Form 4 | May 8, 2024 | Stock Award (Grant) | Common Stock | $13.87 | $79,988 | ~92,784 shares |
Governance Assessment
-
Strengths
- Independent director with deep CEO and public board experience; active on risk‑focused committees (Risk; Credit Risk/Fair Lending/CRA), which are central to bank governance and regulatory expectations .
- Ownership alignment via meaningful beneficial holdings (94,915 shares) and time‑based RSUs; Board confirms all directors meet robust ownership guidelines; anti‑hedging/pledging policy in place .
- Board‑level engagement appears strong (98.5% overall 2024 attendance; four executive sessions, two independent‑only) .
- Shareholder support signals: 2024 Say‑on‑Pay approval at 87.32% and ongoing outreach to holders representing ~72% of outstanding shares underscore engagement and compensation alignment at the company level .
-
Watch items / potential risks
- Tenure at ~12 years reflects valuable institutional knowledge but should be balanced with ongoing refreshment; FNB articulates a deliberate refreshment process and independence assessment annually .
- Director equity awards are time‑based (not performance‑based); while standard for non‑employee directors, investors focused on pay‑for‑performance may prefer structures further emphasizing long‑term alignment. FNB allows deferral and enforces ownership and anti‑hedging/pledging policies, mitigating misalignment risk .
No related‑party transactions or conflicts involving Mr. Stanik were disclosed for 2024; only an investment involving Director Motley (BTN.vc) required disclosure, approved under FNB’s policy .