William J. Strimbu
FNB CORP/PA/About William J. Strimbu
Independent director of F.N.B. Corporation since 1995 (age 64 in 2025), Strimbu is President of Nick Strimbu, Inc., a goods and freight transportation company, bringing long-term operating experience and small/mid-business credit insights to FNB’s board; he currently chairs the Bank’s Credit Risk, Fair Lending and CRA Committee and serves on Compensation, Executive, and Nominating & Corporate Governance committees . The Board has affirmatively determined he is independent under NYSE and FNB categorical standards; overall board meeting attendance in 2024 was 98.5%, with six board meetings and four executive sessions held .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nick Strimbu, Inc. (transportation, common carrier authority) | President | 1982–present | Operational logistics, small/mid-business credit familiarity cited by FNB for board value |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | Proxy states “Other Public Company Directorships: None” |
Board Governance
- Committee assignments: Compensation; Executive; Nominating & Corporate Governance; Credit Risk, Fair Lending and CRA (Chair) .
- Independence: Determined independent (one of 10 independent directors; CEO is the sole non-independent director) .
- Attendance and engagement: Board met six times in 2024; directors attended 98.5% of meetings; four executive sessions were held (two independent-only, two full board) .
- Committee activity cadence (2024): Audit (13), Compensation (4), Nominating & Corporate Governance (4), Risk (7), Executive (2), Credit Risk, Fair Lending and CRA (6) .
Fixed Compensation
| Component | FY 2024 Amount ($) | Detail |
|---|---|---|
| Cash retainer (Board) | — | Board member annual retainer $60,000 . |
| Committee membership fees | — | Compensation $10,000; Nominating & Corporate Governance $7,500; Executive $7,500 . |
| Committee chair fee | — | Credit Risk, Fair Lending and CRA chair $25,000 . |
| Total cash fees (earned) | 110,000 | Sum equals reported “Fees Earned or Paid in Cash” for Strimbu in 2024 Director Compensation Table . |
| Meeting fees | 0 | FNB pays retainers, not meeting fees; no per-meeting line item for directors . |
Performance Compensation
| Equity Award Detail | FY 2024 | Notes |
|---|---|---|
| Annual RSU grant value | 80,000 | Chair-level RSU grant; valued at grant date FMV, rounded to whole units . |
| Education RSU grant value | 5,000 | For completion of relevant education program; valued at grant-date FMV . |
| Total stock awards (grant-date fair value) | 84,981 | Reported for Strimbu in 2024 Director Compensation Table . |
| Grant date | May 8, 2024 | RSUs issued after Annual Meeting . |
| Grant FMV per share | $13.87 | RSU grant valuation per FNB Incentive Plan . |
| Units outstanding (12/31/2024) | 6,285 | Director stock awards outstanding; vest on May 7, 2025 . |
| Vesting schedule | 1 year | 2024 director RSUs vest May 7, 2025 (directors), May 8 for CEO . |
| Deferral election | Deferred 100% of 2024 RSUs | Directors may defer equity; deferred RSUs accrue dividend equivalents . |
| Options (grants, repricing) | None | FNB does not award stock options . |
Incentive Metrics (Director-Level)
- Director equity awards are time-based RSUs; no director performance (TSR/ROATCE) metrics apply to director grants; education RSU tied to program completion .
- Company-wide clawback policy applies to incentive-based compensation for executive officers (not directors) and prohibits hedging/pledging for directors .
Other Directorships & Interlocks
| Entity | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed; no related-person transactions involving Strimbu disclosed for 2024 under Item 404 . |
Expertise & Qualifications
- Long-term leadership in regional transportation, logistical and strategic planning; insight into small/mid-business credit challenges and workouts; early perspective on macroeconomic and lending trends useful for credit oversight .
- Committee leadership in credit risk, fair lending, and CRA oversight, including insider loan approvals under Regulations W and O .
Equity Ownership
| Metric | Mar 6, 2024 | Mar 10, 2025 |
|---|---|---|
| Beneficial shares owned | 134,701 | 149,821 |
| Ownership % of outstanding | <1% | <1% |
| Noted indirect holdings | 400 shares in custodial account for children | 400 shares in custodial account for children |
| Unvested RSUs (not in beneficial table) | 8,287 units at target level (as of 3/6/2024) | Group RSUs disclosed only; individual 2025 director RSUs not broken out |
Policies impacting alignment:
- Director stock ownership requirement: lesser of 40,000 shares or $400,000 value, phased over six years; all directors in compliance as of 12/31/2024 .
- Anti-hedging/pledging: Prohibited for directors; deferred RSUs accrue dividend equivalents .
Governance Assessment
- Independence and role: Independent director; chairs Credit Risk, Fair Lending and CRA—a critical committee overseeing loan portfolio quality, reserves, concentration limits, insider loans, and CRA programs; adds direct small/mid-business operator perspective to credit oversight .
- Engagement: Strong board-level engagement inferred from overall board 98.5% attendance in 2024; committee cadence indicates active involvement (Credit Risk, Fair Lending and CRA met six times) .
- Compensation alignment: Director pay is modest and balanced between fixed cash retainers and time-based RSUs; chair RSU premium recognizes added responsibility; no options; deferral election indicates long-term alignment via RSU accumulation .
- Ownership alignment: Beneficial ownership increased from 134,701 to 149,821 shares over 2024–2025; director ownership guidelines met across board; hedging/pledging banned—supports alignment and reduces collateral risk .
- Conflicts/related-party exposure: No related-person transactions disclosed for Strimbu in 2024; committee oversight of insider loans is governed by Regulation W/O with board independence controls .
- Market signals: Say-on-Pay support remains solid (87.32% in 2024; 94.37% in 2023), supporting confidence in compensation governance framework overseen by committees including those Strimbu serves on .
RED FLAGS
- Tenure sensitivity: Very long director tenure (since 1995) can be viewed as a governance risk by some investors; FNB explicitly studied tenure impacts and concluded longer-tenured independent directors can enhance performance in complex, mature institutions; board refreshment tracked with significant director turnover over the past decade .
- Insider loan approvals: As chair of the Credit Risk, Fair Lending and CRA Committee, oversight includes approval of insider loans; process is explicitly constrained by Regulations W and O and independence standards—no related-person transactions involving Strimbu disclosed for 2024 .
Shareholder and Compensation Context
- Compensation peer set used for executive incentives updated in 2024 (added TCBI, FULT, SFNC; removed UMPQ, NYCB) to maintain appropriate benchmarking—relevant to board oversight of pay-for-performance .
- FNB does not grant stock options and maintains double-trigger change-in-control provisions for executive equity; clawback policy aligns with SEC/NYSE rules—signal of conservative compensation governance .
Director Compensation (Summary Table)
| Component | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 110,000 |
| Stock Awards ($) | 84,981 |
| All Other Compensation ($) | 0 |
| Total ($) | 194,981 |
Director RSU Grants (Detail)
| Item | FY 2024 |
|---|---|
| RSU grant date | May 8, 2024 |
| RSU grant FMV per share | $13.87 |
| Grant values | $80,000 (chair grant) + $5,000 (education RSU) |
| Units outstanding at 12/31/2024 | 6,285 |
| Vest date | May 7, 2025 |
| Deferral election | 100% of 2024 RSUs deferred; dividend equivalents accrue |
Insider Trading and Section 16 Compliance
- No delinquent Section 16 filings disclosed for Strimbu; company noted overall insider compliance for 2024, with one corrected Form 5 for another director (Nicholas) .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Support (%) |
|---|---|
| 2023 | 94.37 |
| 2024 | 87.32 |
FNB conducts robust shareholder engagement, incorporating feedback into governance and compensation disclosures and practices (including ownership guidelines, clawback policy, double-trigger CIC, peer-set updates) .
Related Party Transactions
- 2024 disclosure notes a $2.5 million LP investment in BTN.vc involving Director Motley; no other related-person transactions (including with Strimbu) requiring Item 404 disclosure were reported .
Stock Ownership Guidelines and Policies
- Director ownership requirement: lesser of 40,000 shares or $400,000—compliance across directors by 12/31/2024 .
- Anti-hedging/pledging: Prohibited for directors; supports alignment and mitigates collateral/derivative risk .
- Recoupment/clawback: Mandatory clawback for executive incentive-based compensation upon restatement; reflects broader governance rigor .
Governance Assessment (Bottom Line)
- Strimbu’s long operational background and credit insight align with his chair role over credit risk and fair lending; independence affirmed; engagement signal is strong via committee leadership and overall board attendance metrics .
- Compensation structure for directors is conservative (fixed cash + time-based RSUs; no options), with deferral elections enhancing long-term alignment; ownership guidelines and anti-hedging/pledging policy further reinforce investor alignment .
- No related-party transactions disclosed for Strimbu; while long tenure can be debated, FNB’s board provides a detailed rationale and maintains refreshment processes—investor confidence supported by consistent say-on-pay results and governance disclosures .