Pamela A. Bena
FNB CORP/PA/About Pamela A. Bena
Pamela A. Bena, age 60, has served as an independent director of F.N.B. Corporation since 2018 and sits on the Audit, Compensation, and Nominating & Corporate Governance Committees . Her background spans senior finance roles across non-profit and industrial companies, with deep expertise in audit, accounting, regulatory compliance, risk management, SEC reporting, and Sarbanes-Oxley processes; she also has experience collaborating on cyber risk protocols and compensation planning . The Board affirmatively determined she is independent under NYSE and FNB categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zoological Society of Pittsburgh (Pittsburgh Zoo & PPG Aquarium) | Chief Financial Officer | Jul 2021–Feb 2023 | Led finance, audit, GAAP reporting; SEC disclosure processes; risk management |
| Zoological Society of Pittsburgh | Director of Finance | 2020–Jun 2021 | Financial controls and reporting |
| Heeter Printing | Vice President of Finance | 2017–2019 | Finance leadership and controls |
| American Bridge (civil engineering) | SVP, Finance | 1994–2013 | Prepared public company financial statements (GAAP), SEC filings; risk/compliance; cyber risk collaboration |
External Roles
| Company/Organization | Role | Dates | Notes |
|---|---|---|---|
| Public company directorships | None | N/A | No other public boards disclosed |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (member) .
- Independence: Determined independent; 10 of 11 directors independent (CEO only non-independent) .
- Board and committee activity: Board met 6 times in 2024 with directors attending 98.5% of meetings; four executive sessions were held (two independent director sessions and two full Board) .
- Committee meeting cadence (2024): Audit (13), Compensation (4), Nominating & Corporate Governance (4) .
| Committee | Member/Chair | Meetings in 2024 |
|---|---|---|
| Audit | Member | 13 |
| Compensation | Member | 4 |
| Nominating & Corporate Governance | Member | 4 |
Fixed Compensation
- 2024 cash fees reflect Board retainer plus committee member fees (Audit, Compensation, Nominating), totaling $92,500 . FNB pays annualized retainers (paid monthly); no per-meeting fees .
| Component | Amount ($) | Year | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | 92,500 | 2024 | Board and committee retainers |
| All Other Compensation | 0 | 2024 | No perquisites disclosed (> $10,000 threshold) |
- Retainer schedule (current policy):
| Committee | Member Fee ($) | Chair Fee ($) |
|---|---|---|
| Board (Independent Lead Director receives +$55,000/yr) | 60,000 | 55,000 |
| Audit | 15,000 | 32,500 |
| Compensation | 10,000 | 22,500 |
| Credit Risk, Fair Lending & CRA | 10,000 | 25,000 |
| Executive | 7,500 | 10,000 |
| Nominating & Corporate Governance | 7,500 | 17,500 |
| Risk | 10,000 | 25,000 |
Performance Compensation
- Directors receive annual time-based RSUs; awards granted May 8, 2024 with fair market value $13.87 per share; vest on May 7, 2025 (directors who are chairs receive higher valued grants) . Directors may receive an additional $5,000 time-based RSU for completion of a relevant educational program .
| Grant Type | Grant Date | Vest Date | Fair Value/Share ($) | 2024 Stock Awards ($) | RSUs Outstanding at 12/31/2024 (#) |
|---|---|---|---|---|---|
| Time-based RSUs | May 8, 2024 | May 7, 2025 | 13.87 | 79,988 | 5,916 |
FNB does not grant stock options to directors; equity is time-based RSUs with dividend equivalent rights if deferred under the DCP .
Other Directorships & Interlocks
- None for Pamela A. Bena; no public company boards or disclosed interlocks .
- Related party transactions: Company disclosed a LP investment in BTN.vc where Director Motley is a GP; otherwise, no related person transactions in 2024 requiring disclosure—none involving Bena .
Expertise & Qualifications
- Audit, finance, GAAP/SEC reporting, regulatory compliance, and risk management expertise; experience with cyber risk protocols and collaboration with HR on compensation planning .
- Audit Committee financial literacy and “audit committee financial expert” designation applies to all Audit members, including Bena, under SEC definitions .
Equity Ownership
- Director stock ownership guideline: lesser of 40,000 shares or $400,000, phased-in over six years; as of December 31, 2024, each FNB director is in compliance .
- Anti-hedging/pledging policy prohibits directors from hedging or pledging FNB stock; mandatory clawback policy applies to executive incentive-based compensation; Board-level recoupment policy is in place .
| As-of Date | Beneficially Owned Shares | % of Outstanding |
|---|---|---|
| Mar 10, 2025 | 81,410 | <1% |
| Mar 6, 2024 | 66,021 | <1% |
Ownership tables exclude RSUs that do not vest within 60 days; Bena held 5,916 time-based RSUs outstanding at 12/31/2024 (vesting May 2025) .
Governance Assessment
- Independence and committee engagement: Clear independence and active roles across Audit, Compensation, and Nominating & Governance—committees central to financial integrity, pay oversight, and board composition—bolstering board effectiveness .
- Attendance/engagement: Board-level attendance was 98.5% with four executive sessions in 2024, signaling strong director engagement; all directors attended the 2024 annual meeting .
- Pay alignment and structure: Director compensation is balanced between cash retainer and time-based equity, with transparent retainer schedules and annual grants; no options or meeting fees; DCP offers deferral mechanics without preferential earnings .
- Ownership alignment and risk mitigants: Bena exceeds the 40,000-share guideline; anti-hedging/pledging and clawback policies reinforce alignment and risk control; directors in compliance with ownership requirements .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Bena; company policy requires review and approval of any related-person transactions by Nominating & Governance .
- Say-on-Pay signaling: Advisory support of 87.32% in 2024 (and 94.37% in 2023) indicates solid investor confidence in compensation governance and oversight processes .
Overall, Bena’s finance/audit depth, service on key oversight committees, independence, and compliant ownership positioning support investor confidence and board effectiveness; limited external board ties and absence of related-party entanglements reduce conflict risk .