Mary Jo Dively
FNB CORP/PA/About Mary Jo Dively
Independent director since 2018; age 65 as of the 2024 proxy; currently Vice President and General Counsel at Carnegie Mellon University, bringing deep legal and cybersecurity governance expertise to the Board. She is designated independent under NYSE and SEC rules and serves on the Audit, Risk, and Credit Risk/Fair Lending/CRA Committees; the Board reported very strong attendance (98.5% in 2024; 100% in 2023; 98% in 2022). She holds a Certificate in Cybersecurity Oversight from CMU’s CERT Division, signaling proficiency in cyber governance, resilience, and incident response oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnegie Mellon University | Vice President & General Counsel | 2002–present | Cybersecurity oversight credential; global legal leadership across multiple geographies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — Public company boards | None | — | Proxy lists “Other Public Company Directorships: None” |
Board Governance
| Committee | Role | Chair? | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit | Member | No | 13 | All members deemed “audit committee financial expert” and financially literate; independence per SEC/NYSE; quarterly executive sessions with auditors |
| Risk | Member | No | 7 | Oversees ERM framework, risk appetite approvals; interfaces with CRO and RMC |
| Credit Risk, Fair Lending & CRA | Member | No | 6 | Oversight of lending strategies, reserves, fair lending/CRA compliance; insider/Reg W/Reg O approvals |
- Independence status: “Yes” in nominee table .
- Board attendance: 98.5% in 2024; 100% in 2023; 98% in 2022; four executive sessions each year (two independent + two full board in 2023–2024; four in 2022) .
- 2025 annual meeting voting: Dively re-elected with 99.40% “For”; Say-on-Pay passed with 91.26% “For” (indicative of broad shareholder support) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $95,000 | $95,000 | $95,000 |
Annual Board/Committee fee schedule (context):
| Fee Component | Member Fee ($) | Chair Fee ($) |
|---|---|---|
| Board | 60,000 | 55,000 |
| Audit Committee | 15,000 | 32,500 |
| Compensation Committee | 10,000 | 22,500 |
| Credit Risk, Fair Lending & CRA Committee | 10,000 | 25,000 |
| Executive Committee | 7,500 | 10,000 |
| Nominating & Corporate Governance Committee | 7,500 | 17,500 |
| Risk Committee | 10,000 | 25,000 |
Committee chairs do not receive a member fee in addition to chair fee .
Performance Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Director RSU grant value (non-chair) | $75,000 (time-vesting) | $75,000 (time-based) | $75,000 (time-based) |
| Grant date | May 10, 2022 | May 10, 2023 | May 8, 2024 |
| FMV per share on grant | $11.58 | $10.56 | $13.87 |
| Outstanding director stock awards (# as of year-end) | 7,119 (12/31/2022) | 7,800 (12/31/2023) | 5,916 (12/31/2024) |
| RSU deferral election (DCP) | Not listed among deferrers | Not listed among deferrers | Not listed among deferrers |
- Directors who complete a relevant education program receive an additional $5,000 RSU grant; awards are time-based and may be deferred under the DCP; dividend equivalents accrue on deferred RSUs .
- RSU structure is time-based (no disclosed performance metrics for director awards), reinforcing retention/alignment rather than pay-for-performance levers for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None |
| Potential interlocks | None disclosed in proxies; committee memberships concentrated in audit/risk/credit oversight |
Expertise & Qualifications
- General Counsel of a globally ranked university; extensive legal, regulatory, and technology/cyber governance experience .
- Certificate in Cybersecurity Oversight (CMU CERT/SEI), demonstrating governance proficiency in best-practice cyber risk management and resilience .
- Audit Committee financial expert designation for all audit members (including Dively), strengthening board oversight of reporting/control integrity .
Equity Ownership
| Metric | 2022 | 2023 | 2025 |
|---|---|---|---|
| Shares beneficially owned | 54,117 | 62,770 | 78,148 |
| Ownership % of shares outstanding | <1% | <1% (359,331,176 shares outstanding) | <1% (359,461,443 shares outstanding) |
| RSUs not included in ownership | — | 7,800 units (director RSUs not counted in “beneficial ownership”) | Group total disclosed; individual director units not enumerated in 2025 footnote |
- Director stock ownership guideline: lesser of 40,000 shares or $400,000 value; phased over six years; all directors compliant as of 12/31/2024 and 12/31/2023 .
Governance Assessment
- Committee assignments align with core expertise: legal/cyber informs meaningful contributions on Audit and Risk; Credit Risk/Fair Lending/CRA membership signals engagement with lending practices and regulatory compliance oversight .
- Attendance and shareholder support are strong: Board attendance near-perfect over 2022–2024; 2025 re-election achieved 99.40% “For”; Say-on-Pay passed at 91.26% .
- Compensation structure for directors is balanced and consistent: ~$95k cash retainer plus ~$75k time-based RSUs annually; no meeting fees; RSU deferrals available; no above-market earnings—supports alignment without excess risk .
- Audit quality signals: Audit Committee composed entirely of independent financial experts; EY independence affirmed; robust meeting cadence (13 in 2024) with executive sessions .
- Independence and ownership alignment: Independent status affirmed; guideline compliance confirmed; beneficial ownership rising over time (54k → 63k → 78k) with <1% holdings typical for directors .
RED FLAGS
- No pledging, hedging, or related-party transactions involving Dively are disclosed in the cited materials; continued monitoring of Related Person Transactions sections is prudent, particularly given Credit Risk/Reg O oversight responsibilities .
- Equity awards are time-based (no performance conditions) for directors; while standard practice, this places emphasis on ownership alignment rather than performance gating—watch for any shifts toward guaranteed pay or changes in equity mix .
Shareholder Engagement and Compensation Governance
- Compensation Committee uses independent consultant Aon; engagement feedback from shareholders/proxy advisors considered; oversight of human capital strategy included—indicative of process rigor .