William B. Campbell
FNB CORP/PA/About William B. Campbell
William B. Campbell, age 86, has served on F.N.B. Corporation’s (FNB) Board since 1975 and is the Independent Lead Director. He is a former owner and retired CEO across commercial construction, transportation, insurance, and aviation businesses, and was named NACD Director of the Year in 2017. The Board re-appointed him as Independent Lead Director in February 2024, emphasizing his role in independent oversight and liaison among independent directors and the Chair/CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shenango Steel Erectors, Inc. (and related commercial, transportation, insurance, aviation businesses) | Former owner; retired CEO | Not disclosed | Brings perspective on economic, regulatory, and industry challenges to financial services; promotes ethical culture and prudent risk management |
| National Association of Corporate Directors (NACD) | Director of the Year | 2017 | Recognition of governance leadership |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| None | — | No other public company directorships | — |
Board Governance
- Independent Lead Director; current committee membership: Executive Committee and Nominating & Corporate Governance Committee. As part of Lead Director responsibilities, he attends Audit, Compensation, Credit Risk, Fair Lending and CRA, and Risk Committee meetings to enhance oversight and engagement .
- Independent Lead Director authorities include calling meetings of independent directors, presiding in the Chair’s absence, collaborating on agendas, leading executive sessions, and facilitating feedback to the CEO; re-appointed ILD in Feb 2024 after annual leadership review .
- Independence: Board affirmed independence of all directors except the CEO; Campbell is independent under FNB categorical standards, NYSE, and SEC rules; no material relationships identified in 2025 determinations .
- Attendance: Board met six times in 2024 with directors attending 98.5% of meetings; four executive sessions held (two independent directors and two full Board); policy expects directors to attend all Board and committee meetings of which they are members .
- Committee context: Standing Committees (Audit, Compensation, Nominating & Corporate Governance, Risk) and Executive Committee; all Standing Committee members (including Chairs) were independent in 2024. Executive Committee includes the CEO (non-independent) and independent directors; Campbell is a member .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes | Total ($) |
|---|---|---|---|
| 2024 | 130,000 | Includes annual Board retainer and additional ILD retainer; committee fees are retainer-based | 209,988 |
| Board/Committee | Member Fee ($) | Chair Fee ($) | Notes |
|---|---|---|---|
| Board | 60,000 | 55,000 | Independent Lead Director receives additional $55,000 per year |
| Audit | 15,000 | 32,500 | Chair does not receive member fee in addition to chair fee |
| Compensation | 10,000 | 22,500 | — |
| Credit Risk, Fair Lending and CRA | 10,000 | 25,000 | — |
| Executive | 7,500 | 10,000 | — |
| Nominating & Corporate Governance | 7,500 | 17,500 | — |
| Risk | 10,000 | 25,000 | — |
Performance Compensation
| Grant Type | Grant Date | Units (#) | Grant Value ($) | FMV per Share at Grant ($) | Vesting Date | Deferral |
|---|---|---|---|---|---|---|
| Time-based RSUs (Director Annual Grant) | May 8, 2024 | 5,916 | 79,988 | 13.87 | May 7, 2025 | Deferred 100% of 2024 equity awards; deferred RSUs have dividend equivalent rights |
- Director equity awards are time-based RSUs; no performance metrics are tied to Campbell’s director compensation (director grants are not performance-based). Educational completion RSUs valued at $5,000 may be awarded; 2024 RSU grants were at $13.87 FMV per share .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict |
|---|---|---|---|
| None | — | None disclosed | None disclosed |
Expertise & Qualifications
- Unique perspective from long-tenured oversight through multiple economic and regulatory cycles; emphasizes ethical practices, prudent risk management, and independent culture .
- Effective liaison capabilities between independent directors and management; strong commitment to independent governance principles .
- Board leadership structure explicitly relies on a strong ILD to counterbalance combined Chair/CEO; Campbell’s re-appointment underscores confidence in his oversight .
Equity Ownership
| Holder | Beneficial Ownership (# shares) | % of Outstanding Shares | Notes |
|---|---|---|---|
| William B. Campbell | 160,906 | <1% | Includes 2,072 shares owned by his wife |
| Item | Policy/Status | Details |
|---|---|---|
| Director Stock Ownership Requirement | In compliance | Requirement is lesser of 40,000 shares or $400,000; each FNB director compliant as of Dec 31, 2024 |
| Anti-Hedging/Pledging | Prohibited | Directors, NEOs, executive and senior officers prohibited from hedging or pledging FNB stock |
| Deferred Compensation | Elected | Directors can defer up to 100% of cash and/or stock compensation; Campbell deferred 100% of his 2024 equity awards; deferred RSUs accrue dividend equivalents |
Governance Assessment
- Independence and engagement: Independent Lead Director with broad committee attendance and leadership responsibilities; independence affirmed in 2025 categorical/NYSE/SEC reviews; no material relationships identified .
- Attendance and oversight: Board met six times in 2024 with 98.5% attendance; four executive sessions conducted; Standing Committees and their Chairs were independent in 2024 .
- Compensation alignment: Cash retainer supplemented by time-based RSUs; additional ILD cash retainer ($55,000); RSUs may be deferred and include dividend equivalents—indicates long-term alignment without performance metrics on director grants .
- Ownership alignment: Beneficial ownership of 160,906 shares (<1%); directors comply with robust stock ownership guidelines; anti-hedging/pledging policy reduces misalignment risk .
- Potential conflicts: No other public company boards; independence determinations found no material relationships; insider and inter-company loans are overseen by the Credit Risk, Fair Lending and CRA Committee per Regulation W and O; no related-party transactions disclosed for Campbell .
RED FLAGS: None disclosed regarding pledging, related-party transactions, attendance shortfalls, or perquisites above SEC thresholds for 2024. Campbell’s tenure since 1975 is long; the Board highlights active refreshment, annual self-assessments, and re-affirmed independence to mitigate risk of entrenchment .