Vincent J. Delie, Jr.
FNB CORP/PA/About Vincent J. Delie, Jr.
Age 60; Chairman of the Board (since December 2017), President (since 2011) and CEO (since 2013) of F.N.B. Corporation; board director since 2012 and First National Bank of Pennsylvania (FNBPA) board director since 2009; CEO of FNBPA since 2011. Under his leadership, FNB’s assets grew from $8.7B in 2009 to approximately $49B by year-end 2024; 2024 TSR was 11% and trailing three-year TSR was 36%, supported by $1.6B in revenues, operating EPS of $1.39, top-quartile efficiency ratio of 55.6%, CET1 of 10.6%, and operating ROATCE of 14.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F.N.B. Corporation | President | 2011–present | Led scale-up across markets; drove digital innovation and record profitability |
| F.N.B. Corporation | CEO | 2013–present | Executed acquisitions, strengthened risk framework, improved earnings/capital |
| F.N.B. Corporation | Chairman | Dec 2017–present | Unified strategic communication; oversees governance structure |
| First National Bank of Pennsylvania | President | 2009–2011; 2015–present | Managed bank operations and product breadth expansion |
| First National Bank of Pennsylvania | CEO | 2011–present | Built credit/risk framework; footprint-wide growth |
| First National Bank of Pennsylvania | Board Member | 2009–present | Oversight of lending, CRA, risk as ex officio committee member |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Other public company boards | None | — | No current public company directorships disclosed |
Fixed Compensation
Multi-year CEO pay (reported):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,185,887 | $1,187,000 | $1,199,500 |
| Stock Awards (grant-date fair value) | $3,211,952 | $3,225,435 | $3,529,358 |
| Non-Equity Incentive Plan (STI payout) | $2,136,600 | $2,279,040 | $2,079,300 |
| Change in Pension/Deferred Earnings | $0 | $15,954 | $0 |
| All Other Compensation | $283,935 | $649,180 | $487,283 |
| Total | $6,818,374 | $7,356,609 | $7,295,441 |
Key components of “All Other Compensation” (2024):
- Perquisites and personal benefits: $77,551 (club dues, financial planning, executive physical, auto, parking, residence security, ≤2 hours personal aircraft use; no gross-up)
- Executive insurance premiums: $194,507 (includes $182,450 premium under CEO’s life insurance agreement)
- 401(k) match & company contributions: $22,548
- Deferred comp restoration match: $192,677
Performance Compensation
Short-Term Incentive (STI) design and 2024 outcomes:
| STI Metric | Weight | Target | Actual | Metric Payout Level | Notes |
|---|---|---|---|---|---|
| Operating EPS vs Plan | 70% | $1.38 | $1.39 | 101% of plan | Formulaic |
| Peer-Relative Operating ROATCE (ex-AOCI) | 20% | 50th percentile | Top quartile (13.7% absolute) | Max (200%) | |
| Peer-Relative Efficiency Ratio | 10% | 50th percentile | Top quartile (55.6%) | Max (200%) | |
| Overall STI Payout | — | — | — | 139% of target | Paid ~60 days post year-end if employed Dec 31 |
STI target opportunities:
- CEO base salary: $1,200,000; STI target 125% of salary; threshold 62.5%, max 250%
- CEO’s 2024 STI payout (cash): $2,079,300
Long-Term Incentive (LTI) 2024 target awards (CEO):
| Component | % of Salary | Grant Value (USD) | Mechanics |
|---|---|---|---|
| Performance-based RSUs | 165% | $1,980,000 | 3-year peer-relative Operating ROATCE and ICG Growth; TSR modifier ±25%; vest based on percentile ranks |
| Time-based RSUs | 110% | $1,320,000 | Time-vest tranches 2025/2026/2027 |
| Total LTI Target | 275% | $3,300,000 | LTI performance share % increased to 60% of LTI; time-based 40% |
LTI outcomes:
- 2022–2024 LTI performance award payout: 172% of target (ROATCE achieved target; ICG Growth top quartile; TSR at 95th percentile)
Director equity as board member (separate from CEO LTI):
- Time-based RSUs granted May 8, 2024: 5,767 units; grant value $79,988; vest May 8, 2025
Equity Ownership & Alignment
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 1,773,287 | Less than 1% of 359,461,443 shares outstanding (as of Mar 10, 2025) |
| RSUs not included in beneficial table (target level) | 623,744 units | Includes dividend equivalents; actual issuance subject to performance |
| Unvested time-based RSUs (12/31/2024) | 200,837 units; $2,968,371 MV | Multiple vesting dates |
| Unearned performance-based RSUs (12/31/2024) | 567,851 units; $8,392,838 PV | Assumptions per plan disclosures |
| Stock ownership guideline | 5x salary or 250,000 shares; met | Compliance reviewed annually |
| Hedging/Pledging | Prohibited for directors/NEOs/executives | Anti-hedging/pledging policy |
Upcoming vesting schedule (time-based RSUs; CEO):
| Vesting Date | Units |
|---|---|
| Jan 5, 2025 | 62,907 |
| Mar 18, 2025 | 34,016 |
| May 8, 2025 (Director award) | 5,916 |
| Jan 5, 2026 | 29,966 |
| Jan 18, 2026 | 34,016 |
| Jan 18, 2027 | 34,016 |
Performance-based RSUs scheduled (subject to performance/outcomes):
| Vesting Date | Units (plan disclosure basis) |
|---|---|
| Mar 18, 2025 | 324,228 |
| Mar 18, 2026 | 214,921 |
| Mar 18, 2027 | 28,702 |
Options: None outstanding/exercisable; FNB has not issued stock options in reported years .
Employment Terms
- Contract term and renewal: Initial term 3 years (Dec 15, 2010); auto-extends annually to maintain 3-year term; current agreement runs through December 2027 .
- Severance (not for cause or good reason): Base salary continuation and bonus for 3 years; group health plan continuation up to 36 months at active employee rates .
- Change-in-control (double trigger required since 2022 awards): Lump sum equal to 3× base salary plus average bonus of prior 3 years; RSUs accelerate at target (or higher of target/actual for performance awards); “change in control” defined by ownership thresholds/asset sale criteria .
- Clawback (recoupment): Mandatory clawback of incentive-based compensation for current/former executive officers upon financial restatement; includes stock price/TSR-linked awards; misconduct-based recoupment available for other officers .
- Life insurance agreement: Company pays annual premium ($182,450) through policy year in which CEO attains age 68 if employment through Dec 31, 2027; benefits include $2.4M death benefit; under certain termination/CIC scenarios, company pays additional premium to make policy fully paid-up; subject to restrictive covenants .
- Tax gross-ups: No tax gross-ups on perquisites; policy disallows gross-ups in new contracts (subject to legacy obligations) .
- Deferred compensation: Eligible for DCP elections; restoration match paid per plan .
Board Governance
- Board service: FNB director since 2012; FNBPA board since 2009 .
- Dual role: Combined Chair/CEO structure affirmed annually; Board provides independent counterbalance via Lead Independent Director (William B. Campbell), executive sessions, committee oversight .
- Committee roles: Executive Committee Chair; ex officio member of FNBPA Credit Risk, Fair Lending & CRA Committee .
- Independence: 10 of 11 directors independent; CEO is sole non-independent director .
- Attendance: Board met 6 times in 2024; directors attended 98.5% of meetings; four executive sessions in 2024 .
Director Compensation (context for dual roles):
- Annual director RSU grants (time-based) issued May 8, 2024; CEO’s director grant: 5,767 units; $79,988 grant-date value; vests May 8, 2025 .
- Director retainers and committee fees disclosed; CEO’s director compensation otherwise reported in NEO tables .
Compensation Peer Group and Say-on-Pay
- Peer group updates for 2024: added Texas Capital (TCBI), Fulton Financial (FULT), Simmons First (SFNC); removed UMPQ and NYCB given M&A/structural changes; relative metrics used across STI/LTI .
- Target setting: STI and peer-relative metrics target at 50th percentile of peer performance; threshold 25th; max 75th; straight-line interpolation .
- Say-on-Pay result: 87.32% approval at 2024 Annual Meeting; ongoing shareholder engagement covering ~72% of outstanding shares .
Equity Award Mechanics and Near-Term Supply
- Shares available under equity plan: 9,070,832 (~2.5% of outstanding as of 12/31/2024) .
- Director RSU deferrals: certain directors elect to defer 100% of equity awards; CEO director award vests in 2025 (not deferred per table) .
- Upcoming vesting concentration: Multiple CEO time-based RSU tranches vesting in 2025–2027; performance-based tranches scheduled 2025–2027 subject to outcomes, implying periodic unlocks that may influence trading windows .
Risk Indicators & Red Flags
- Hedging/pledging prohibitions for insiders reduce misalignment risk .
- Double-trigger CIC equity vesting; no single-trigger acceleration in new/legacy agreements; mitigates change-in-control windfall risk .
- No tax gross-ups on perquisites; limited personal aircraft use; imputed income without gross-up .
- Related party transactions: none involving CEO disclosed; BTN.vc LP investment involves a director (Motley) and is immaterial; policy requires pre-approval and annual review .
Employment Economics Snapshot (CEO)
| Scenario (as of 12/31/2024) | Total Estimated Value |
|---|---|
| Retirement | $13,534,890 |
| CIC + Termination | $27,534,804 |
| Good Reason/Involuntary (not for cause) | $25,453,723 |
| Death | $16,966,700 |
| Disability | $14,454,569 |
Investment Implications
- Pay-for-performance alignment: Heavy use of peer-relative metrics, TSR modifier, and 60% performance-based LTI creates direct linkage to shareholder value; 2022–2024 LTI paid at 172% given top-tier TSR/ICG performance .
- Retention and contract visibility: CEO contract runs through Dec 2027, includes 3× salary plus average bonus CIC economics with double trigger and 36 months health continuation; life insurance agreement adds retention incentive to 68, subject to covenants .
- Selling pressure: Multiple RSU tranches vesting 2025–2027 could create episodic liquidity; anti-hedging/pledging policy and ownership guideline (met at 5× salary/250k shares) support alignment and reduce collateralization risk .
- Governance checks on dual role: Combined Chair/CEO balanced by empowered Independent Lead Director, high board independence, and active executive sessions; board attendance and committee oversight appear robust .
- Shareholder support: 87.32% Say-on-Pay and extensive engagement (~72% ownership) suggest current compensation design has broad investor acceptance, reducing governance overhang risk .