FNB FNB Corporation

March 27, 2025

Dear Shareholder:

We will hold our Annual Meeting of Shareholders at 8:30 AM, Eastern Time, on Wednesday, May 7, 2025. This year’s Annual Meeting of Shareholders will be held in an interactive, virtual-only format through a live webcast that will be available at www.virtualshareholdermeeting.com/FNB2025. The virtual Annual Meeting presentation will be available online during the meeting and, during the 30 days following the meeting, a replay of the meeting will be posted on F.N.B. Corporation’s website at www.fnb-online.com/investors. For further information about how to participate in the virtual meeting, please see Accessing Our Annual Meeting which is located immediately before the Proxy Statement Table of Contents.

Agendas

At our Annual Meeting, our shareholders will act on the following matters: (i) election of 11 director-nominees named in the accompanying Proxy Statement to our Board of Directors; (ii) adoption of an advisory resolution to approve the 2024 compensation of our named executive officers; (iii) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025; and (iv) any other matter that is properly presented at our Annual Meeting in compliance with our bylaws.

Your Vote is Important

Your vote is important regardless of how many shares of F.N.B. Corporation stock you own. If you hold stock in more than one account or name, you will receive a proxy card for each.

Whether or not you plan to log in to our Annual Meeting, please complete, sign, date and promptly return the enclosed proxy card in the postage-paid envelope we have provided to permit your shares to be represented at our Annual Meeting. Alternatively, you may vote by the Internet, by our QR Code feature or by telephone simply by following the instructions on your proxy card. By voting now, your vote will be counted even if you are unable to log in to our Annual Meeting.

Please indicate on the card whether you plan to log in to our Annual Meeting. If you participate and wish to vote at our virtual Annual Meeting, you may withdraw your proxy at that time.

Notice of 2025 Annual Meeting of Shareholders

 

Meeting Details

See Accessing Our Annual Meeting beginning on the next page and About Our Annual Meeting in Annex A.

Record Date

Only shareholders of record at the close of business on March 10, 2025, are entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting

Make your vote count. Please vote your shares promptly to allow the presence of a quorum during the Annual Meeting. Voting prior to the Annual Meeting will not prevent you from voting your shares during the Annual Meeting, as your proxy vote is revocable at your option. See below for how you can vote your shares:

 

		Vote by Internet at www.proxyvote.com.				Complete, sign, date and return the enclosed proxy card in the envelope provided.
		Vote by QR Code by scanning the QR Code on your proxy card with your mobile device.				Vote by telephone at 1-800-690-6903.

BY ORDER OF THE BOARD OF

DIRECTORS,

James G. Orie

Chief Legal Officer and Corporate Secretary

March 27, 2025

TABLE OF CONTENTS

Questions and Answers

Please see “About Our Annual Meeting” in Annex A (beginning A-1) for important information about our 2025 Annual Meeting of Shareholders proxy materials, voting, F.N.B. Corporation documents, communications and deadlines to submit shareholder proposals and Director nominees for the 2026 Annual Meeting of Shareholders and questions to be presented at the Annual Meeting. Should you have questions concerning these proxy materials or our Annual Meeting or should you wish to request additional copies of this Proxy Statement or proxy card, you may contact our Corporate Secretary at 412-385-4773.

Cautionary Information and Forward-Looking Statements

Certain statements contained in the F.N.B. Corporation 2025 Proxy Statement (Proxy Statement) may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act, including statements about our future financial performance and business and Corporate Responsibility information, which may evolve over time. We use words such as “anticipates,” “believes,” “expects,” “intends,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations, plans or forecasts, are not guarantees of future results or performance, involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and often beyond our control and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider the uncertainties and risks discussed in our 2024 Annual Report on Form 10-K (2024 Form 10-K) and subsequent Securities and Exchange Commission (SEC) filings. We undertake no obligation to update or revise any forward-looking statements.

Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the websites, including content on the F.N.B. Corporation website, is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.

This Proxy Statement contains certain statements regarding corporate responsibility information, references, and opinions, including our strategies, initiatives, metrics, aspirations, targets, goals and commitments. Such statements regarding corporate responsibility are not guarantees or promises that such metrics, goals or commitments will be met and are based on current goals, estimates, assumptions, developing standards and methodologies and currently available data, which continue to evolve and develop. Information about our corporate sustainability efforts will be further detailed in our 2025 Corporate Responsibility Report that will be available at a later date in 2025. You may access the weblink to the F.N.B. Corporation 2024 Corporate Responsibility Report in Annex C.

When and where is the 2025 F.N.B. Corporation Annual Meeting?

We will hold our Annual Meeting of Shareholders at 8:30 AM, Eastern Time, on Wednesday May 7, 2025. This year’s Annual Meeting of Shareholders will be held in a virtual format through a live webcast. We will provide the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/FNB2025.

Even if you currently plan to virtually log in to our Annual Meeting, we recommend that you vote in advance of the meeting by any of the applicable methods described in the response to the question, “How do I vote?” in About Our Annual Meeting so that your vote will be counted at our Annual Meeting if you decide not to access the meeting.

This Proxy Statement includes information about our virtual meeting format and the proposals to be considered at the meeting and explains the voting process. We encourage you to read it carefully.

Why is F.N.B. Corporation holding its Annual Meeting virtually?

The Board has decided on a virtual Annual Meeting format since it will provide shareholders with a level of interactivity and transparency equivalent to the traditional in-person meeting format, provides a convenient opportunity for our geographically diverse shareholders to participate in the meeting, and permits shareholders to easily engage in the meeting by:

How can I participate in the virtual Annual Meeting?

As permitted by our bylaws and based on positive shareholder feedback regarding our virtual Annual Meetings held between 2020 and 2024, our 2025 Annual Meeting of Shareholders will be a virtual-only meeting held via webcast and will only be accessible at www.virtualshareholdermeeting.com/FNB2025 by F.N.B. Corporation shareholders, or their duly appointed proxies, of record as of March 10, 2025. We will use software that verifies the identity of each participating shareholder and grants similar access rights as an in-person meeting. During the meeting, you will participate in an audio webcast as a “listen only” participant.

We want to permit shareholders to have rights and opportunities to participate as they would have at an in-person meeting, including the ability to vote shares electronically and submit questions either in advance or during the meeting, as well as having full access to the meeting and management presentations. All members of the Board and all executive officers are expected to join the Annual Meeting. You may vote your shares and will have the opportunity to submit questions during the meeting. Please be aware of Annual Meeting Rules of Conduct and Procedures that apply to all participating shareholders, which will be available on the Annual Meeting website at www.virtualshareholdermeeting.com/FNB2025.

For more information concerning the conduct of our Annual Meeting, please refer to About Our Annual Meeting in this Proxy Statement.

FNB Financial Center

626 Washington Place

Pittsburgh, PA 15219

Our governance practices promote Board effectiveness and the interests of shareholders. These practices adhere to widely recognized public company best practices and are described in additional detail under the Foundational Governance Principles discussion in the Corporate Governance section of this Proxy Statement. Access to the corporate governance policies, guidelines and other documents can be found on our website at www.fnb-online.com/governance (see also Annex C).

The Board remains continually vigilant regarding the Company’s longstanding commitment to create long-term value for our shareholders while overseeing FNB’s commitment to maintaining a culture and work environment focused on the health, safety, equality and dignity of all employees, addressing consumer needs, helping businesses thrive and prosper, becoming an integral part of and investing in the welfare of our communities, including responsible and affordable products for historically underserved neighborhoods and communities, and promoting a cleaner and sustainable environment. We believe our four primary focus areas highlighted below, along with the corporate responsibility strategies detailed in the 2024 F.N.B. Corporation Corporate Responsibility Report (refer to weblink in Annex C) best illustrate multiple ways in which our corporate culture and commitment embrace impactful strategies and tactics that benefit all of our stakeholders.

In view of the breadth and scope of the Board’s corporate responsibility oversight responsibilities, the Board has assigned principal oversight of corporate responsibility to the Nominating and Corporate Governance Committee while also delegating to each standing Board committee corporate responsibility review and oversight relative to topics ancillary to each Board committee’s relevant expertise. We believe the design of FNB’s corporate responsibility structure promotes an appropriate level of Board oversight of FNB’s corporate responsibility strategies, plans and initiatives, while maintaining its principal focus of driving long-term shareholder value:

Corporate Responsibility Structure

Additional information about our corporate responsibility and sustainability strategies and tactics will be further detailed in our 2025 Corporate Responsibility report that will be available at a later date in 2025. You may access the weblink to the F.N.B. Corporation 2024 Corporate Responsibility Report in Annex C.

PROPOSAL 1. ELECTION OF OUR BOARD OF DIRECTORS

The Nominating and Governance Committee’s assessment of each director’s effectiveness and contributions to the Board avoids a formulaic approach that potentially could deprive FNB of directors who possess valuable and, oftentimes, deeper and irreplaceable knowledge and experience gained from varying economic cycles, banking industry crises, and challenging regulatory landscapes that have impacted the financial services industry, especially in recent years, and that the Company has encountered over an extended period of time. Moreover, the Board and Nominating and Corporate Governance Committee consider important, intangible attributes, such as proactive engagement, judicious foresight and understanding of FNB’s culture and values that enable a director to contribute to the Board’s ability to operate effectively and engage in prudent governance and decision-making processes. The Nominating and Governance Committee’s and the Board’s nomination of a longer-tenured director reflects, in each case, the determination that such director continues to exhibit strong commitment, knowledge, independence and a willingness to challenge management, when necessary, while also recognizing that such director possesses a unique perspective and insight that complements the different approaches and perspectives that lesser-tenured Board members may bring to the Board deliberations. The Board believes its flexible approach to considering re-nomination of longer-tenured directors results in a more balanced Board from a succession planning and tenure perspective. Consequently, the Board and Nominating and Corporate Governance Committee believe that certain qualified longer-tenured directors possess unique perspectives regarding emerging challenges and risks due to their broader understanding of the significant historical, financial, economic, regulatory and other complex issues and events that have plagued the financial services industry, thereby making such directors an indispensable component of the Company’s strategies and responses to industry-related turmoil and crises. Conversely, while recognizing the values, perspectives and experience of certain longer-tenured directors, the Board understands that a static board lacking periodic refreshment is not in the best interests of shareholders. The Nominating and Corporate Governance Committee and the Board engage in careful discussions and deliberations for the purpose of maintaining an appropriate mix of lesser- and longer-term directors. Notably, in the prior ten (10) years there has been a turnover of fourteen (14) FNB directors. Should the Nominating and Corporate Governance Committee determine that board refreshment is necessary, or in the instance of a vacancy, the Committee will review all qualified candidates using the Board Composition Criteria set forth in the Criteria and Considerations for Recommending Director-Nominees section of this Proxy Statement.

Our Board and Nominating and Corporate Governance Committee’s consideration of individual director tenures remains an iterative process which entails careful and objective deliberation as to whether each longer-tenured director continues to consistently demonstrate the requisite independent attributes and commitment required to objectively oversee and, when necessary, challenge management in furtherance of shareholder interests. In view of feedback received from a proxy advisory firm and certain institutional shareholder policies concerning director tenure, in 2023 our Nominating and Corporate Governance Committee sought to gain a broader perspective on the implications of longer-term directors through examination of recent relevant academic studies and our internal risk management study focused on the 2023 disruptions in the financial services industry. Significantly, the results of an important study published in December 2021, based on 15 years of data derived from 1,500 S&P companies, found that companies with longer-term directors perform better than boards composed of lesser-tenured directors, particularly for companies similar to FNB, which have complex operations and are in a more mature stage of their life cycle (Long-tenured independent directors and firm performance, Strategic Management Journal, Volume 43, Issue 8, August 2022, pages 1602-1634). Also, consistent with its governance risk management responsibilities, the Nominating and Corporate Governance Committee reviewed the board structure and composition of the three large financial institutions which failed in early 2023 and a fourth bank on the FDIC watch list. This analysis found in each case that the failed and problem financial institutions were composed of directors with significantly limited tenures as compared to industry director terms and FNB’s directors’ tenures. The Nominating and Governance Committee and the Board concluded these perspectives on director tenures were instructive in its deliberations and considerations on director nominations, particularly in view of the complexity and volatility of the economic, financial, and regulatory issues historically impacting the financial services industry.

We do not know of any reason why any nominee named in this Proxy Statement would be unable to serve as a director if elected. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as may be nominated in accordance with our bylaws. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Each nominee for election as a director was elected as a director at our 2024 Annual Meeting. No director or nominee has a family relationship to any other director-nominee for director or executive officer.

The Nominating and Corporate Governance Committee assists the Board with reviewing and evaluating individuals who are qualified to become FNB Board members. The committee’s evaluation process incorporates the consideration of our Board-approved director qualification criteria set forth in our F.N.B. Corporation Corporate Governance Guidelines, application of our Director Skill Matrix (see Biographical Information of Director-Nominees and FNB Board Skill Matrix), and “Board Composition Criteria” described below to make its determinations relative to recommending director-nominees at Annual Meetings and filling vacancies on the Board. Directors chosen to fill vacancies will hold office for a term expiring at the end of the next Annual Meeting.

The Nominating and Corporate Governance Committee will evaluate all qualified candidates suggested by the Board Chair or other sources utilized by FNB to identify a diverse pool of potential new director candidates, or any persons recommended for nomination by a shareholder made in accordance with the Company’s advance notice bylaw provision. For information about recommending a candidate for nomination as a director, see Shareholder Proposals and Nominations for the 2026 Annual Meeting.

As highlighted in the FNB Board Skill Matrix and the Biographical Information of Director—Nominees below, our director-nominees’ diverse range of qualifications and skills demonstrates that our Board is composed of directors who have held a broad array of leadership positions, possess varied backgrounds and perspectives, and are comprised of an appropriate mix of lengths of tenure, thereby providing historical and newer perspectives about FNB and the financial services industry, as well as experienced oversight capability of regulated businesses. In addition, we provide annual trainings and presentations to the Board on topics they wish to learn more about, as well as support their continued commitment to attending outside courses that bolster their skills and understanding of emerging trends in the financial industry. The board composition figures (average tenure, board diversity, gender diversity and independence) exclude FNB’s Independent Lead Director^# and our non-Independent Chairman/CEO*.

Although mindful of the various investor and proxy advisory firm voting guidelines concerning board composition, the Board has determined that its current size, collective skills and experience, tenure mix, independence and composition are optimal for the Board to effectively perform its oversight responsibilities. However, in the future, should there be a Board vacancy or additional Board seat, the Board remains committed to ensuring a broad-based recruiting process and director candidate identification process to ensure a diverse pool of qualified director candidates are included for nomination consideration. Notably, four of the past five directors most recently added to the Board were either female or minority directors. The Board proposes the election of the following director nominees for a term of one year. Below is information about each nominee, including biographical data for at least the past five years. If one or more of these nominees becomes unavailable to accept a nomination or election as a director, the individuals named as proxies on the proxy card will vote the shares that they represent for the election of such other persons as the Board may recommend, unless the Board reduces the number of directors.

CORPORATE GOVERNANCE

The foundation of our corporate governance principles is our commitment to long-term value creation for shareholders, and our responsibility as a corporate citizen to the interests of our customers, employees, communities and other stakeholders based on the fundamental values of fairness, transparency, integrity and accountability. Our corporate governance standards are highlighted in our Corporate Governance Guidelines which are reviewed and, if required, updated annually by our Board. You may view the Corporate Governance Guidelines by following the link in Annex C. These guidelines are designed to adhere to regulatory requirements, including the NYSE corporate governance listing standards, SEC governance standards and other widely accepted best practices guidelines of proxy advisory firms, institutional investors and national organizations dedicated to promoting sound and prudent governance practices. Most notably, our Corporate Governance Guidelines are specifically modeled after the globally recognized best practice corporate governance framework established by the Investor Stewardship Group (ISG) for U.S. listed companies. They incorporate the principles of the Council of Institutional Investor’s Policies on Corporate Governance, which we believe ensure our governance standards and shareholder voting rights adhere to the highest standards.

The information below highlights the strong alignment of our corporate governance practices with the ISG standards.

Board Succession, Refreshment and Self-Assessment Processes

Our Nominating and Corporate Governance Committee, in collaboration with our Independent Lead Director and Board Chair, are responsible for leading our Board nomination, succession planning and refreshment processes. The FNB director nomination process is designed to nominate a slate of candidates who collectively possess the optimal mix of skills and experience, while also evaluating such other important Board composition considerations as background, skills, leadership, interpersonal dynamics, strategic foresight, mix of director tenures, and independence; particularly, the ability to challenge management. The Board believes that these composition considerations are critical to producing a Board capable of prudently overseeing Company management and operations (see discussion under Criteria and Considerations for Recommending Director-Nominees). Following consideration of prospective Director nominees’ backgrounds, skills and experiences, our Nominating and Corporate Governance Committee makes a recommendation to the Board, who in turn, makes the recommendation of Director-nominees for election by the FNB shareholders.

Our Board’s succession plan and refreshment practices are the culmination of a thoughtful and methodical process that is carried out throughout the year. The chart below describes in detail our Board succession planning process and objectives.

Board Leadership Structure

Our Board leadership structure is designed to facilitate the Board’s effectiveness and to appropriately allocate authority and responsibility between the Chairman and Independent Lead Director. In implementing our current Board structure, our Board took into account, among other considerations, such factors as (i) the persons currently serving in the positions of Chairman and Independent Lead Director, (ii) the current composition of the Board and effective governance policies, procedures and practices to provide independent Board oversight and, when necessary, the ability to challenge management, (iii) trends in corporate governance, including practices of other public financial services companies, (iv) our Company’s financial performance and other relevant circumstances, (v) the respective responsibilities of the Chairman and the Independent Lead Director (see below), and (vi) such other factors the Board determines to be relevant.

Our Board has determined that combining the roles of Chair and CEO is the most effective leadership structure for the Board. The Board believes the present structure provides the Company and the Board with effective leadership, appropriate independent oversight of management and risk continuity of experience that complements ongoing Board refreshment, and the ability to communicate FNB’s business and strategy to shareholders, clients, employees, regulators and the public in a single voice. As set forth in our Corporate Governance Guidelines, when the role of the Chair is combined with that of the CEO, the independent directors may appoint an Independent Lead Director. Our Independent Lead Director provides a strong counterbalance to the Chair, including by facilitating independent oversight of management, promoting open dialogue among the independent directors during and in between Board meetings, leading independent executive session meetings of the Board, attending Board committee meetings and focusing on the Board’s priorities and processes. In February 2024, following the recommendation of the FNB Nominating and Corporate Governance Committee, the independent directors conducted their annual review of the Board’s leadership structure, in consideration of the forementioned factors determined to maintain its current leadership structure, and that William B. Campbell be re-appointed as Independent Lead Director. The Board believes the current leadership structure reinforces the Board’s longstanding commitment to effective and independent oversight while also maintaining the Board’s ability to fulfill its fiduciary duty to determine the leadership structure that best serves shareholders.

Key Respective Duties and Responsibilities of the Chairman and Independent Lead Director

The Chairman has the authority to (i) call Board and shareholder meetings, (ii) preside at Board and shareholder meetings, and (iii) approve Board meeting schedules, agendas and materials in collaboration with the Independent Lead Director.

The Independent Lead Director has the authority to (i) call for a meeting of independent directors, (ii) preside at Board meetings in the Chair’s absence, (iii) when otherwise appropriate, collaborate with the Board Chairman on Board meeting agendas, (iv) act as liaison between independent directors and the Chair/CEO, (v) preside over executive sessions of independent directors, (vi) where appropriate, provide feedback to the CEO on director interactions, and (vii) preside at the executive session meeting for the annual performance review of the Chair/CEO.

Management and Employee Succession

Our Board oversees CEO and senior management succession planning, which is formally reviewed at least annually. Our CEO and our EVP of Human Resources discuss with our Board the CEO succession plan. Our Board reviews potential internal and external senior management candidates with our CEO and our EVP of Human Resources, including the qualifications, experience, and development priorities for any internal candidates. Further, our Board periodically reviews the overall composition of our senior management’s qualifications, tenure and experience. The graphic below highlights important components of our CEO, senior leadership and employee succession planning process.

Management Succession Process for Company’s CEO and Key Leadership Positions

Crisis Management Succession Plan

Our Board also has a standing plan designed to address emergency CEO and senior leadership planning in extraordinary circumstances. Our emergency CEO and senior leadership succession planning is intended to enable our company to respond to unexpected position vacancies, including those resulting from a major catastrophe, by continuing our company’s safe and sound operation and minimizing potential disruption or loss of continuity to our company’s business and operations. The plan is reviewed annually and updated as necessary.

For additional, detailed information about our human capital management program, please see our 2024 Form 10-K (beginning on page 4), and for additional information about our human resources highlights, see the 2024 F.N.B. Corporation Corporate Responsibility Report (see Annex C, Company Information). Our 2025 Corporate Responsibility Report will be issued later in 2025.

Under our Board attendance policy, directors are expected to attend all shareholder and Board meetings and those meetings of each committee of which they are a member. Our Board met six times in 2024, and our directors attended 98.5 percent of our meetings. All our directors attended our 2024 Annual Meeting. Our Board is required to annually conduct at least two independent director Board executive sessions to discuss, among other topics, executive management performance, as well as Company and strategic matters. Our Board conducted four executive sessions (two with independent directors and two with the full Board) in 2024.

Our principal Board committees serve as joint committees for both the Corporation and FNBPA and consist of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Risk Committee (collectively, the “Standing Committees”). The Board has determined that all directors who served as members of the Standing Committees (including their Chairs) during 2024 are independent under the applicable NYSE standards and SEC rules and otherwise meet the specific eligibility requirements for these committees. The Corporation also has an Executive Committee. Each member of the Executive Committee has been determined by our Board to be independent except for Mr. Delie (CEO). FNBPA has a Credit Risk, Fair Lending and Community Reinvestment Act (CRA) Committee. Each member of FNBPA’s Credit Risk, Fair Lending and CRA Committee, other than Board Chairman and CEO Delie, who is an ex officio member, has been determined by our Board to be independent. The composition and qualifications of the Credit Risk, Fair Lending and CRA Committee is consistent with federal bank regulatory standards. We identify the current members and chairs of our Board and FNBPA committees in the table titled “Biographical Information of Director-Nominees.”

Each of these committees has a written charter, and the charters of the committees of the Company are accessible on our website at www.fnb-online.com/governance. We anticipate the Standing Committees and the FNBPA Credit Risk, Fair Lending and CRA Committee will perform additional duties that are not specifically set out in their respective charters as may be necessary or advisable in order for us to comply with certain laws, regulations or corporate governance standards. The Company will provide copies of these documents, without charge, to any person upon written request sent to our Corporate Secretary at F.N.B. Corporation, FNB Financial Center, 626 Washington Place, Pittsburgh, Pennsylvania 15219, Attn: Legal Department.

Enterprise-Wide Risk Management Framework

Our Board oversees risk management through multiple layers of defense and receives reports regarding FNB’s risk management processes, challenges and issues from our Audit, Compensation, Risk and Credit Risk, Fair Lending and CRA Committees, executive management, internal information security and compliance departments, and our Chief Risk Officer.

Our primary risk exposures, as well as our risk management framework and methodologies, are discussed more fully under Item 1A-Risk Factors (pages 19-32) in the 2024 Form 10-K.

FNB Board Oversight of Risk

Oversight of our enterprise risk management framework is an important responsibility of our Board. Our Board and senior management understand their respective obligations to provide that FNB continuously strengthens its enterprise risk management framework to support the increased complexity and growth of its businesses. Our Board oversees management’s overall objective to manage its businesses, and the associated risks, in a manner that balances serving the interests of our clients and investors, and also protects the safety and soundness of the Company. Our Board’s oversight focuses on the alignment of our core values, culture and strategic plan with prudent risk management practices that promote ethical conduct, compliance with laws, rules, regulations and policies, accountability, as well as disciplined and responsible business practices, while at the same time ensuring that these practices serve the interests of our shareholders and other stakeholders.

Through their oversight responsibilities, our Board and its committees play a critical role in establishing and maintaining our culture, setting the tone at the top, challenging and holding management accountable for the maintenance of the highest ethical standards, compliance with laws and the implementation of effective policies and practices designed to protect our reputation, assets, businesses, and clients. Our Board and its committees do this in a variety of ways, including:

Our Risk Governance Process and Structure

Risk management is an inherent part of all of FNB’s business activities. FNB’s risk governance structure is managed on an enterprise-wide basis and under the oversight of our Board Risk Committee. Our Chief Risk Officer is responsible for management of our risk and compliance functions. Our Chief Risk Officer, in collaboration with executive management, prepares the Company’s Risk Appetite Statement which describes our risk tolerances and includes both qualitative statements and quantitative limits identifying the aggregate amount of risk we are willing to take.

Under our enterprise risk management framework, each FNB line of business comprises the Company’s “first line of defense” and is responsible for the identification of risks, as well as the design and execution of controls and safeguards to manage those risks. The first line of defense is responsible for compliance with applicable laws and regulations and for implementation of risk management governance structures that adhere to the Company’s Risk Appetite Statement. FNB’s risk management and compliance functions are the “second line of defense” and are responsible to independently assess and challenge the first line of defense risk management practices and its own compliance with applicable laws and regulations, as well as policies, standards, limits and thresholds established in accordance with the Risk Appetite Statement with respect to its own processes. Internal Audit is an independent function that provides objective assessment of the adequacy and effectiveness of FNB’s processes, controls, governance and risk management as the “third line of defense.” Internal Audit is headed by the General Auditor who reports to our Board Audit Committee and administratively to our CEO. Other functions, such as Finance, Accounting, Legal and Human Resources contribute to FNB’s risk management control environment and are considered part of the first line of defense. Our risk management governance structure and framework are designed to identify and document material risks, and to manage, control, monitor and escalate risks to the Board and senior management as appropriate and in accordance with our Risk Appetite Statement.

Our directors have relevant risk management oversight experience; see “Proposal 1 Election of Our Board of Directors,” (page 6),“FNB Board Skill Matrix,“ (page 9) and “Biographical Information of Our Director Nominees.” (page 11) Our Chief Risk Officer, the Company’s senior-most risk manager, who also oversees our enterprise-wide risk management framework, reports to the Board Risk Committee and administratively to our CEO. This

governance structure is designed to complement our Board’s overall commitment to maintaining objective, independent Board and committee leadership. This governance structure also fosters integrity through the company’s risk management practices and further demonstrates our commitment to a strong culture of compliance, governance, and ethical conduct.

Board Oversight of Cybersecurity and Information Security Risk

Our Board also is engaged in the oversight and mitigation of cybersecurity risk. Our Board, which includes members with cybersecurity certificates and hands-on experience, oversees management’s approach to staffing, policies, processes, and practices to address cybersecurity risk. Our Board and our Board Risk Committee, which is responsible for reviewing cybersecurity, receive regular presentations throughout the year and reports on internal and external cybersecurity developments, threats and risks, including periodic updates on our cybersecurity risk management protocols, from our Chief Information Officer and our Chief Information Security Officer. Under our Board’s oversight, management works closely with key stakeholders, including regulators, government agencies, law enforcement, peer institutions and industry groups, and develops and invests in talent and innovative technology systems to better manage cybersecurity risk. Employees across the company also play a role in protecting the company from cybersecurity threats and receive periodic training and education on cybersecurity-related topics.

We believe our holistic, ongoing Board and committee risk oversight process provides for consistent and effective oversight of current and emerging risks facing our company and demonstrates our commitment to a culture of rigorous risk management and compliance.

BOARD AND EXECUTIVE STOCK OWNERSHIP

Stock Ownership Policies Align Board and Executive Management Interests with Shareholders’ Long-Term Interests

Our Board has implemented minimum stock ownership policies for our Board, NEOs and other members of senior management who are designed to require that their interests are meaningfully aligned with shareholders’ interests. Below is a summary of the FNB stock ownership policies and practices we employ to ensure that the Board, executive and senior officers maintain meaningful investment stakes in the future financial success of the Company.

Director and NEO Stock Ownership

The table below sets forth certain information as of the March 10, 2025, record date with respect to beneficial ownership^a of our common stock by: (i) each director and nominee; (ii) each currently employed NEO listed in the table entitled 2024 Summary Compensation Table; and (iii) all directors and executive officers as a group. As of the March 10, 2025, record date, we had 359,461,443 shares of common stock issued and outstanding. All persons named as beneficial owners of the Company’s common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. Otherwise, we include a notation where the director or executive officer has shared voting or investment power with other persons^b.