Vincent J. Calabrese, Jr.
FNB CORP/PA/About Vincent J. Calabrese, Jr.
Vincent J. Calabrese, Jr. is F.N.B. Corporation’s Chief Financial Officer (CFO), age 62, serving as CFO since 2009 after joining FNB in 2007 as Corporate Controller; prior to FNB, he was Senior Vice President, Controller and Chief Accounting Officer at People’s Bank, Connecticut (2003–2007) with responsibilities across financial planning and reporting, accounting policy, general accounting and investor relations . Under his finance leadership, 2024 results included net income available to common shareholders of $459.3 million (EPS $1.27) and operating EPS of $1.39, with ROATCE of 13.21% (14.49% operating), an efficiency ratio of 55.6% (non-GAAP), and tangible book value per share up 11% to $10.49; total revenue rose 1.7% year over year amid deposit cost pressures from rate dynamics . For the 2022–2024 LTI performance cycle, FNB achieved a 172% payout driven by target-level Operating ROATCE and top-quartile ICG Growth with TSR at the 95th percentile vs peers, evidencing strong relative value creation over that period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| F.N.B. Corporation | Chief Financial Officer | 2009–present | Oversees corporate finance, reporting, capital and investor communications for a multi-state bank; executive officer since 2009 . |
| F.N.B. Corporation | Corporate Controller | 2007–2009 | Led SEC and bank regulatory reporting and accounting operations prior to promotion to CFO . |
| People’s Bank (Connecticut) | SVP, Controller & Chief Accounting Officer | 2003–2007 | Managed financial planning/reporting, accounting policies, general accounting and IR during a 19-year tenure at the bank . |
Fixed Compensation
Multi-year compensation summary (NEO SCT components):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $537,492 | $553,385 | $564,577 |
| Stock Awards (grant-date fair value) | $853,080 | $880,825 | $885,891 |
| Non-Equity Incentive Plan (STI cash) | $774,720 | $850,944 | $626,562 |
| All Other Compensation | $139,973 | $194,912 | $148,339 |
| Total | $2,305,265 | $2,489,043 | $2,225,369 |
Base salary and STI target:
| Year | Base salary | STI target (% of salary) | Range (payout % of salary) |
|---|---|---|---|
| 2024 | $565,000 | 80% | 0–160% |
| 2025 (set for plan) | — | 85% | — |
All Other Compensation detail (illustrative recent years):
| Component | 2023 | 2024 |
|---|---|---|
| Perquisites & other personal benefits | $53,522 (incl. company auto $29,816; club dues; financial planning; parking) | $58,680 (incl. company auto $34,189; club dues; financial planning; parking) |
| Executive insurance premiums | $9,309 | $11,577 |
| 401(k) match & company contributions | $23,805 | $22,548 |
| Deferred Compensation Restoration Match | $108,276 | $55,534 |
| Total All Other Compensation | $194,912 | $148,339 |
Performance Compensation
Short-Term Incentive (STI) structure and results:
| Element | Detail |
|---|---|
| 2024 STI metrics and weightings | Operating EPS vs Target (70%), Peer-relative Operating ROATCE (20%), Peer-relative Efficiency Ratio (10%) . |
| Payout curve (each metric) | Threshold: 50% at 90% EPS or 25th percentile peer; Target: 100% at 100% EPS or 50th percentile; Max: 200% at 110% EPS or 75th percentile; linear interpolation . |
| Target opportunity (2024) | 80% of base salary for CFO, range 0–160% . |
| 2024 actual STI outcome | “Above target”; paid $626,562 (SCT) . |
| 2024 Operating EPS target | $1.38 (context: tougher macro/regulatory environment) . |
Long-Term Incentive (LTI) – design, grants, and outcomes:
| Element | Detail |
|---|---|
| 2024 LTI target mix (as % of salary) | Performance-based RSUs: 150% ($508,500 target value); Time-based RSUs: 60% ($339,000 target value) . |
| 2024 grants (Feb 21, 2024) | RSU-TB: 25,318 units ($339,008 GDFV); RSU-PB target 37,978 units (threshold 7,121; max 83,077) with $546,883 GDFV . |
| LTI performance metrics | (1) Operating ROATCE vs peers (3 one-year measurements averaged) with TSR modifier ±25%; (2) ICG Growth (TBV/share growth + dividends) vs peers with TSR modifier ±25% . |
| LTI vesting scale | 25th percentile: 25% of target; 50th: 100%; 75th: 175% (straight-line between points) . |
| 2022–2024 cycle result | Paid 172% of target; Operating ROATCE at target; ICG Growth top quartile; TSR at 95th percentile vs peers . |
Equity Ownership & Alignment
Beneficial ownership and guideline compliance:
| Item | Value |
|---|---|
| Shares beneficially owned (as of Mar 10, 2025) | 815,260 shares . |
| Shares outstanding (record date) | 359,461,443 shares . |
| Ownership as % of outstanding | ~0.23% (815,260 / 359,461,443) . |
| RSUs not included in beneficial count (target basis) | 158,908 units . |
| Stock ownership guideline (CFO) | 3x salary or 100,000 shares; status: met . |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors and executive officers . |
| Clawback policy | Mandatory recovery of incentive-based comp upon restatement (3-year lookback); covers stock-price/TSR-based metrics; extends to other officers for misconduct contributing to restatement . |
Outstanding equity awards (12/31/2024):
| Award type | Quantity | Market/payout value |
|---|---|---|
| Time-based RSUs unvested | 51,949 units | $767,806 |
| Performance-based RSUs unearned (assumption basis per proxy) | 155,733 units | $2,301,734 |
| Stock options – exercisable | 0 | n/a |
| Stock options – unexercisable | 0 | n/a |
Scheduled vesting cadence (time-based and performance-based):
| Vesting date | Time-based RSUs | Performance-based RSUs |
|---|---|---|
| Jan 5, 2025 | 17,347 | — |
| Mar 18, 2025 | 8,736 | 88,174 |
| Jan 5, 2026 | 8,393 | — |
| Jan 18, 2026 | 8,736 | 60,187 |
| Jan 18, 2027 | 8,737 | 7,372 |
Vesting/realization history:
- 2024 “Stock Awards – Shares Acquired on Vesting”: 106,786 shares; value realized $1,428,869 .
- Company has not issued stock options in reported years; no option exercises in 2024 .
Employment Terms
Contract and severance/CIC economics:
| Term | Detail |
|---|---|
| Employment agreement | Initial 2-year term; auto-renews annually to maintain a 2-year term; current contract runs through Feb 2027 . |
| STI eligibility | 2024 target 80% of salary; 2025 target increased to 85% . |
| Termination without cause / Good Reason | Base salary continuation and bonus for 3 years; continued group health plan participation for 36 months . |
| Change in control (CIC) – termination (double-trigger) | Lump sum equal to 3x base salary plus average bonus of last 3 years; accelerated RSU treatment per plan . |
| Potential payments (illustrative amounts, 12/31/2024 scenario) | Total ranges: Retirement $4,181,210; CIC–Termination $9,031,047; Good Reason/Invol. Not for Cause $8,404,198; Death $4,506,150; Disability $4,616,889 . |
| COBRA/health continuation | Up to 36 months for w/o cause or Good Reason termination . |
| Deferred Compensation Plan (DCP) | 100% vested; distribution lump sum on first of month following six months post-termination (no immediate payout solely for CIC without termination) . |
Performance Context
Selected company KPIs (FY 2024 vs 2023):
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Total revenue | — | +1.7% YoY (+$26.0mm) | Operating revenue essentially flat (-0.5%) . |
| Net interest income | $1,316.5mm | $1,280.4mm | -2.7% due to funding cost dynamics and rate cuts . |
| Operating non-interest income | $321.7mm | $350.4mm | Record level (non-GAAP) . |
| Net income to common | $476.8mm | $459.3mm | EPS diluted $1.31 vs $1.27 . |
| Operating EPS (non-GAAP) | $1.57 | $1.39 | 2024 significant items after-tax: $(45.8)mm . |
| ROATCE (reported) | 15.45% | 13.21% | Operating ROATCE 14.49% . |
| Efficiency ratio (non-GAAP) | 51.2% | 55.6% | — |
| TBV per share (non-GAAP) | $9.47 | $10.49 | +11% YoY . |
Say-on-pay and governance signals:
- 2025 say-on-pay approval: 91.26% For, 8.74% Against, 0.23% Abstain .
- Independent compensation consultant (Aon) engaged by Compensation Committee to benchmark and advise .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, salary $564.6k and STI $626.6k vs stock awards GDFV $885.9k; variable at-risk pay remains a majority, consistent with pay-for-performance .
- Shift away from options: Company has not granted stock options in reported years; all equity delivered as RSUs (time- and performance-based), lowering leverage and repricing risk .
- Performance metric rigor: STI targets anchored to peer medians (50th percentile) with Operating EPS weighted 70%; LTI is fully relative vs peers with TSR modifier, reducing absolute macro sensitivity .
- Realized pay outcomes: 2024 STI paid above target; 2022–2024 LTI paid 172% reflecting strong relative performance (Operating ROATCE at target, ICG Growth top quartile, TSR 95th percentile) .
Investment Implications
- Alignment and discipline: Heavy emphasis on relative performance (ROATCE, ICG Growth) and TSR-modified LTI supports pay-for-performance integrity; anti-hedging/pledging and robust clawback further align incentives with long-term shareholder outcomes .
- Retention and continuity: Contract through Feb 2027 and sizable unvested equity (51,949 TB RSUs; 155,733 PB RSUs) provide meaningful retention hooks; long CFO tenure since 2009 supports execution stability through rate and regulatory cycles .
- Potential selling pressure: Multiple vesting events cluster in 2025–2027 (e.g., 96,–100k PB RSUs vesting across 2025–2026 at disclosed assumptions, plus time-based tranches), and 2024 realized vesting was 106,786 shares; monitor Form 4s around vest dates for liquidity overhang .
- Protections and costs in downside/CIC: Double-trigger CIC with 3x salary plus average bonus is market-competitive but sizable (CIC termination scenario total ~$9.03mm as of 12/31/24), implying a moderate “golden parachute” expense profile if leadership change occurs .
- Shareholder support: Strong 2025 say-on-pay (91%) indicates broad investor acceptance of pay design and outcomes, lowering governance overhang risk .