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F.N.B. Corp (FNB.N)

FNB.N on New York Stock Exchange

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19 Jan 2018
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Summary

Name Age Since Current Position

Stephen Gurgovits

72 2012 Chairman of the Board

Vincent Delie

52 2012 President, Chief Executive Officer, Director

Vincent Calabrese

54 2015 Chief Financial Officer

James Dutey

43 2017 Senior Vice President, Principal Accounting Officer, Corporate Controller

Gary Guerrieri

57 2011 Chief Credit Officer

Robert Moorehead

62 2015 Chief Wholesale Banking Officer

Barry Robinson

54 2015 Chief Consumer Banking Officer

James Orie

58 2015 Chief Legal Officer and Corporate Secretary

William Campbell

77 2012 Lead Independent Director

Pamela Bena

2018 Director

Mary Dively

2018 Director

James Chiafullo

59 2012 Independent Director

Robert Hormell

69 2015 Independent Director

David Malone

61 2005 Independent Director

D. Stephen Martz

73 2008 Independent Director

Robert McCarthy

73 2015 Independent Director

Frank Mencini

52 2016 Independent Director

David Motley

57 2013 Independent Director

Heidi Nicholas

61 2015 Independent Director

John Stanik

62 2013 Independent Director

William Strimbu

56 1995 Independent Director

Matt Lazzaro

2016 IR Contact Officer

Biographies

Name Description

Stephen Gurgovits

Mr. Stephen John Gurgovits, Sr., is Chairman of the Board of F.N.B. Corporation. He was elected Chairman of our Board in January 2012, and has been a director on our Board since 1981. Mr. Gurgovits served as our CEO in every year from 2004 until January 2012, and is a member of our Executive Committee and the FNBPA Credit Risk and CRA Committee. Throughout his lengthy tenure with the Company, Mr. Gurgovits has served the Company and FNBPA in various retail, commercial banking and executive capacities. Under Mr. Gurgovits’ leadership as CEO, the Company grew from approximately $4 billion in asset size in 2004 to $11.6 billion by the time he retired as CEO in 2012. In view of Mr. Gurgovits’ extensive knowledge of, and experience with the Company and FNBPA, he has served as an important “sounding board” for senior management and provided a valuable perspective in connection with our acquisition and growth strategies. From 2013 until August 2014, Mr. Gurgovits served on the Board of Directors of Hampton Roads Bankshares, Norfolk, Virginia (publicly-held bank holding company), and served as a member of its Compensation Committee and the Nominating and Governance Committee. Mr. Gurgovits authored a well-recognized lending primer, “Financing Small Business.” Mr. Gurgovits’ leadership experience includes his service as the chairman of the Pennsylvania Bankers Association (“PBA”) from 2003 to 2004, a director of the American Bankers Association (“ABA”) from 2005 through 2008, and a member of the American Bankers Council. In leading the PBA and ABA, Mr. Gurgovits gained valuable experience working with large financial institutions and community banks, along with national and state policymakers, legislators and regulators, for the purpose of vigorously advocating that financial regulations serve the competitive interests of banks and other financial institutions and their customers.

Vincent Delie

Mr. Vincent J. Delie, Jr., is President, Chief Executive Officer, Director; Chief Executive Officer of the company. He is President and CEO of F.N.B. Corporation and First National Bank. F.N.B. is a diversified financial services company based in Pittsburgh, Pennsylvania, with total combined assets of nearly $30 billion and more than 400 locations. F.N.B. and its affiliates provide a full range of products and services including commercial and consumer banking, trust, wealth management, insurance and brokerage. As a result of the recent Yadkin acquisition, the Company is one of the 50 largest banks and thrifts in the United States and operates in eight states and seven major metropolitan statistical areas. Mr. Delie joined F.N.B. in 2005 as President and CEO of the Company’s Pittsburgh Region. Beginning in 2008, he was promoted into a number of key executive leadership roles, including Chief Revenue Officer; President of the Banking Group, where he was largely responsible for all revenue-producing lines of business including commercial banking, consumer banking and wealth management; and President and CEO of First National Bank. In 2011, Mr. Delie became President of F.N.B. and in 2012 he was additionally named CEO and elected to the Board of Directors. Mr. Delie serves as Chair of our Executive Committee and as ex officio of the FNBPA Credit Risk and CRA Committee. Under Mr. Delie’s leadership, the Company has experienced unprecedented growth, tripling its market capitalization and producing significant revenue growth and expanded profitability. Despite the difficult economic environment, this was accomplished in large part through the execution of a unique business model centered on organic growth, strategic acquisitions and strong risk management. In the Pittsburgh metropolitan statistical area, F.N.B. has grown to a number three retail deposit market share position and a leading market share position in Small Business and Middle Market Banking.

Vincent Calabrese

Mr. Vincent J. Calabrese, Jr., is Chief Financial Officer of F.N.B. Corporation. He has served as our Chief Financial Officer since 2009. Mr. Calabrese joined the Company in 2007, serving as our Corporate Controller from 2007 to 2009. Prior to joining the Company, Mr. Calabrese was Senior Vice President, Controller and Chief Accounting Officer of People’s Bank, Connecticut, from 2003 to 2007. During his 19-year tenure at People’s Bank, Mr. Calabrese’s principal responsibilities included financial planning and reporting, accounting policies, general accounting operations and investor relations.

James Dutey

Mr. Jim Dutey is appointed as Senior Vice President, Principal Accounting Officer, Corporate Controller of the company effective April, 2017. Mr. Dutey joins F.N.B. with more than 20 years of accounting experience in the banking and financial services sectors. During the past 12 years, Mr. Dutey has served in various senior management roles at Huntington Bancshares, Inc., including most recently as Assistant Corporate Controller, with a primary focus on SEC and bank regulatory financial reporting requirements. Prior to joining Huntington Bancshares, Inc., Mr. Dutey was employed at KPMG LLP, ending his tenure there as senior manager for the assurance practice, primarily serving the banking industry. He holds a Bachelor of Business Administration in Accounting from Marshall University and is a Certified Public Accountant in the State of Ohio.

Gary Guerrieri

Mr. Gary L. Guerrieri is Chief Credit Officer of F.N.B. Corporation. He became our Chief Credit Officer in April of 2011. Prior to his promotion, Mr. Guerrieri had been an Executive Vice President and the Chief Credit Officer of FNBPA since 2005. In his role as Chief Credit Officer of the Company, Mr. Guerrieri is responsible for managing the entire credit function for the Company, including commercial and retail underwriting, credit administration, credit policy and credit risk management. He also has oversight of FNBPA’s special assets, loan servicing and indirect lending functions. Prior to joining FNBPA in 2002, Mr. Guerrieri was an Executive Vice President of commercial banking with Promistar Financial Corporation, a bank holding company that had been acquired by F.N.B. in 2002.

Robert Moorehead

Mr. Robert M. Moorehead is Chief Wholesale Banking Officer of F.N.B. Corporation. He became our Chief Wholesale Banking Officer in September 2015. From 2011 through 2015, Mr. Moorehead served as President of FNBPA’s Pittsburgh Region. In his role as Chief Wholesale Banking Officer of the Company, Mr. Moorehead is responsible for managing Commercial Banking, Treasury Management, Investment Real Estate, Wealth Management, Private Banking, Insurance and International and Capital Markets. Prior to joining FNBPA, Mr. Moorehead was Senior Vice President and Regional Chief Credit Officer for First Niagara Bank from 2009 through 2011. Mr. Moorehead began his 43-year career at Equibank and, subsequently, joined National City Bank, where he served as Executive Vice President and Group Manager of Corporate Banking.

Barry Robinson

Mr. Barry C. Robinson is Chief Consumer Banking Officer of F.N.B. Corporation. He has served as our Chief Consumer Banking Officer since August 2015. As Chief Consumer Banking Officer, Mr. Robinson is responsible for leading the team which provides the full range of consumer financial products and services to our customers. Mr. Robinson joined our Company in July 2010 as Executive Vice President of our Consumer Banking operations, for which he had principal responsibilities for strategic planning and oversight of the Company’s consumer retail operations, including leading the development of our digital banking platform. Mr. Robinson held several key leadership and executive positions with large regional banks, including being a regional leader in Cleveland, Ohio, of wealth management and private banking for PNC Bank (January 2009 — June 2010) and National City Bank (August 2005 — December 2008), and head of corporate banking in Kentucky & Tennessee for National City Bank (February 2003 — August 2005).

James Orie

Mr. James G. Orie is Chief Legal Officer and Corporate Secretary of F.N.B. Corporation. He has been our Chief Legal Officer since 2004 and became Corporate Secretary in January 2015. Mr. Orie is principally responsible for the Corporation’s legal, regulatory, transactional and governance matters. Prior to joining F.N.B. as Corporate Counsel in 1996, Mr. Orie began his 30-year career as a financial services counsel with the Office of the Comptroller of the Currency (1984-1989), the Federal Home Loan Bank of Pittsburgh (1989-1991), Office of Thrift Supervision (1991-1993) and, prior to joining F.N.B., as business leader of the Financial Services Practice Group of a Pittsburgh-based law firm.

William Campbell

Mr. William B. Campbell is Lead Independent Director of F.N.B. Corporation. He has served as Chairman of our Board from 2009 until January 2012 and has been a director of F.N.B. since it commenced operations in 1975. Mr. Campbell is the Chair of our Nominating and Corporate Governance Committee and serves on our Executive Committee. Mr. Campbell chaired the F.N.B. Succession Committee during the Company’s CEO succession planning in 2006 and 2007. Mr. Campbell was a director of FNBPA from 1973 until 2012, and re-joined our FNBPA Board in January 2015. Mr. Campbell is a former Chair of FNBPA’s Building Committee and a former member of FNBPA’s Executive and Loan Committees. Mr. Campbell served on the boards of Southwest Banks, Inc. (“Southwest”), a bank holding company in Naples, Florida, and its subsidiary, First National Bank of Naples, from 1997 to 2003, and served on Southwest’s Executive Committee. Mr. Campbell’s successful professional career included his ownership of Shenango Steel Erectors, Inc., a commercial building construction company, and as a partner in Campbell-Kirila Realty, which developed and leased commercial property. After more than 30 years of developing high-level executive experience in the manufacturing, steel, commercial development and construction industries, Mr. Campbell retired in 1992. During his career, Mr. Campbell also served in leadership capacities with a number of regional and national trade associations representing the steel, construction and manufacturing industries. Mr. Campbell served 14 years as director of the Shenango Valley Industrial Development Authority in Sharon, Pennsylvania and served on the Board of Trustees of Westminster College located in New Wilmington, Pennsylvania. Mr. Campbell’s background provides him with the decision-making experience, knowledge of best corporate practices and understanding of Board responsibilities to help him, as our Lead Director, assist the Board to act as a cohesive and effective team.

Pamela Bena

Ms. Pamela Bena is appointed as Director of the company effective January 1, 2018. She is a seasoned accounting and finance professional with more than 30 years of experience and has held senior accounting, audit and finance roles for large organizations in a range of industries, including commercial printing, industrial services, environmental health and safety, construction and banking. A Certified Public Accountant, Bena is currently Vice President of Finance for Heeter Printing Company, Inc., a full-service commercial printing, direct mail and fulfillment services provider, where she is responsible for accounting, treasury management, and all human resources functions. Previously, Bena served as a senior financial executive for organizations with global operations, where she oversaw strategic initiatives including establishing domestic and foreign subsidiaries and performing due diligence for potential acquisitions. Bena received both a Bachelor of Science and Master of Business Administration from Duquesne University and has attended formal executive education programs at Harvard Business School and Carnegie Mellon University. She is a member of the American Institute of Certified Public Accountants, Pennsylvania Institute of Certified Public Accountants and Financial Executives International.

Mary Dively

Ms. Mary Jo Dively is appointed as Director of the company effective January 1, 2018. She serves as Vice President and General Counsel for Carnegie Mellon University (CMU), where she oversees domestic and international legal affairs, as well as the Information Security Office, Risk Management and Government Relations. She has more than 34 years of experience as a nationally-recognized technology and corporate lawyer, having played a pivotal role in the drafting and enactment of cornerstone information technology laws. Prior to joining CMU, Dively spent nearly two decades in private practice. Notably, she was named one of the “Best Lawyers in America” in the Cyber Law category based on her accomplishments as head of the global Technology, Media and Communications Group for Reed Smith LLP, an elite international law firm headquartered in Pittsburgh. Dively actively contributes to community improvement, serving as a member of, or having served on, multiple prominent non-profit boards, including Children’s Hospital of Pittsburgh, the UPMC Health System, Shady Side Academy and the Pittsburgh Theological Seminary. She has also served local government through various appointments. Dively received both a Bachelor of Arts and Bachelor of Science from the University of Kansas and her Juris Doctor degree from the Vanderbilt University School of Law.

James Chiafullo

Mr. James D. (Jim) Chiafullo is Independent Director of F.N.B. Corporation. He joined our Board in October 2012 and is a member of our Nominating and Corporate Governance Committee and the FNBPA Credit Risk and CRA (Community Reinvestment Act) Committee. Mr. Chiafullo is a shareholder/director with the Cohen & Grigsby, P.C. law firm in Pittsburgh, Pennsylvania. Mr. Chiafullo is a member of the Cohen & Grigsby Business Group and chairs the firm’s Commercial Finance Group. Earlier in his tenure with Cohen & Grigsby, Mr. Chiafullo served for three years as the firm’s Vice President-Technology during which time he was principally responsible for the development and implementation of the firm’s technology services, business continuity plans and cybersecurity protective measures. In this role, Mr. Chiafullo had oversight of the development and implementation of fully redundant servers in a hardened site outside of the firm’s principal office location. Mr. Chiafullo led a team of twelve IT specialists who regularly conducted specialized testing and retesting for vulnerability from outside incursions. In addition to leading his firm’s technology and cybersecurity efforts, Mr. Chiafullo worked with law enforcement agencies and security specialists in connection with his firm’s representation of major U.S. retailers who have experienced significant data breaches, and regularly advises corporate clients on matters related to data privacy and cybersecurity threats. Prior to joining the Cohen & Grigsby law firm, Mr. Chiafullo was a partner for over ten years with the Thorp Reed & Armstrong, LLP law firm in Pittsburgh (now known as Clark Hill PLC), and was in-house counsel with Gulf Oil Corporation in Houston, Texas. The focus of Mr. Chiafullo’s law practice is finance, corporate governance, general corporate, securities, commercial and real estate law, shareholder disputes, lender liability, mergers and acquisitions, and Sarbanes-Oxley compliance, regulatory requirements that apply to publicly traded companies.

Robert Hormell

Mr. Robert A. Hormell is Independent Director of F.N.B. Corporation. He joined the Corporation Board and re-joined the FNBPA Board in January 2015 (he previously served on the FNBPA Board from 2008 through October 2014). Mr. Hormell serves as a member of our Nominating and Corporate Governance Committee and on the FNBPA Credit Risk and CRA Committee. Mr. Hormell possesses over 35 years of experience in regional, economic and community development, having worked from 1973-2006 with the Susquehanna Economic Development Association (SEDA)-Council of Governments, a large public development organization which serves 11 counties located in central Pennsylvania and an aggregate population of close to one million people. The focus of Mr. Hormell’s work with the SEDA-Council of Governments included promoting and assisting the development of comprehensive initiatives designed to create jobs, promote small businesses, enhance public transportation and procure financing for large public infrastructure and regional projects, including water, sewer, rail lines and industrial parks. During his tenure with the SEDA-Council of Governments, Mr. Hormell developed an extensive and significant network of governmental, municipal, business, community and civic contacts and established relationships with various communities and government leaders across the Commonwealth of Pennsylvania. Mr. Hormell authored a significant report titled, “New Frontiers for Pennsylvania’s Heartland,” which has contributed to community and governmental policy-related discussions regarding Pennsylvania’s aging infrastructure. In addition, Mr. Hormell has extensive experience serving financial institutions including as a director of Omega Financial Corporation, a publicly-held bank holding company based in State College, Pennsylvania, and its principal subsidiary Omega Bank (2004-2008; acquired by F.N.B. in 2008), where he also served on the Executive, Compensation and Loan Committees of the holding company, and as a director of Sun Bancorp, Inc.

David Malone

Mr. David J. Malone is Independent Director of F.N.B. Corporation. He has been a director since 2005, is Chair of our Compensation Committee and is a member of our Audit Committee and Executive Committee. Mr. Malone has been the President and CEO of Gateway Financial Group, Inc. (“Gateway Financial”), a financial services firm located in Pittsburgh, Pennsylvania, that specializes in administering and designing insurance portfolios for high net worth persons and businesses, since January 2005. Prior to Mr. Malone’s appointment as President and CEO of Gateway Financial, he served as that company’s chief financial officer from January 1, 1994 to December 31, 2004. Mr. Malone’s many years of executive leadership and financial experience with Gateway Financial provide him with substantial experience in analyzing and performing financial strategic planning, which in turn, enhances his value to our Board and our Audit and Compensation Committees. Mr. Malone was a former board member of Pennsylvania Capital Management, Inc., a board member of Highmark, Inc. (healthcare insurer located in Pittsburgh, Pennsylvania), including having served on Highmark’s Compensation and Audit Committees, and a former board member of NSD Bancorp, Inc. (publicly held bank holding company based in Pittsburgh, Pennsylvania; acquired by F.N.B. in 2005), including serving as a member of that company’s Audit and Executive Committees. In addition, during his career, Mr. Malone has been extensively involved in civic, academic, healthcare, cultural and community organizations whose principal mission is to improve business, medical care, educational and cultural opportunities in Western Pennsylvania. Mr. Malone’s experience in the financial sector and his prior board experience, along with his demonstrated community involvement, qualify him for our Board, and specifically for our Executive and Audit Committees and to lead our Compensation Committee.

D. Stephen Martz

Mr. D. Stephen Martz is Independent Director of F.N.B. Corporation. He has been a director since 2008. He is Chair of our Audit Committee and serves on our Executive Committee and Risk Committee. Mr. Martz was an FNBPA director from 2008 until 2012 and re-joined the FNBPA Board in January 2015. Mr. Martz has spent more than 50 years in the banking and financial services industry and, more significantly, he spent more than 40 years in multiple director and executive roles with banks and financial institutions. Mr. Martz’s high-level executive and director experience includes positions at Omega Financial Corporation, a publicly-held bank holding company in State College, Pennsylvania (acquired by F.N.B. in 2008), where he was Director, President and Chief Operating Officer; Hollidaysburg Trust Company, where he was Chairman, President and CEO; and Penn Central Corporation, a bank holding company, where he was Director, President and CEO. After 40 years of board service, Mr. Martz retired as Chairman of the Board of Nason Hospital (over 400 employees) located in Roaring Spring, Pennsylvania. Mr. Martz continues to chair the Nason Hospital Foundation. In addition, Mr. Martz serves as a trustee of Lycoming College in Williamsport, Pennsylvania, and for over 30 years has been chair of that college’s Investment and Nominating Committees. Mr. Martz has been a key participant in the Lycoming College fundraising leadership team and is primarily responsible for the continued success of the growth of the college’s endowment fund. Since 1976, Mr. Martz has been on the Board of the John R. Wald Company, Inc., a manufacturer of digitized license plate systems, and currently serves as its Chairman. He previously served as a member of the Hollidaysburg Boro Planning Commission.

Robert McCarthy

Mr. Robert J. McCarthy, Jr., is Independent Director of F.N.B. Corporation. He joined our Board in January 2012, and serves as Chair of our Risk Committee and is a member of the Executive Committee. Mr. McCarthy had served as the President and CEO and as a director of Parkvale Financial Corporation (“Parkvale”), a publicly held savings and loan holding company, formerly located in Monroeville, Pennsylvania, since 1989 (and as Vice Chairman of Parkvale’s Board since 2002) and as the President and CEO and as a director of Parkvale’s principal subsidiary, Parkvale Savings Bank, since 1984 until their acquisition by F.N.B. in January 2012. Mr. McCarthy also served as Chairman and President of each of the following former Parkvale Savings Bank’s subsidiary corporations: Parkvale Mortgage Corporation; PV Financial Services, Inc.; and Renaissance Corporation. Mr. McCarthy’s banking and financial services career spans more than four decades in various retail, financial, accounting and executive capacities, including serving as Chief Executive Officer of one of the largest financial institutions in the Pittsburgh, Pennsylvania market. Mr. McCarthy’s executive responsibilities at Parkvale included oversight of the company’s strategic planning, risk management and business development. Mr. McCarthy’s prior leadership experience includes his service as a Director and Chairman of the Pennsylvania Association of Community Bankers to which he was inducted into their Hall of Fame in September, 2013, as well as a Director, Vice Chairman and Finance Committee Chairman with the Federal Home Loan Bank of Pittsburgh. In addition to his extensive business and financial experience, Mr. McCarthy was also a licensed Certified Public Accountant and earned his MBA degree from George Washington University in Washington, D.C. Mr. McCarthy’s extensive operational, financial, executive and industry experience (including as a long-time board member) in the financial services industry, as well as his knowledge of director responsibilities.

Frank Mencini

Mr. Frank C. Mencini is Independent Director of F.N.B. Corporation. He joined our Board effective January 1, 2016. Mr. Mencini is a member of our Audit Committee, Risk Committee and Nominating and Corporate Governance Committee. Mr. Mencini, a CPA by background (since 1988), is a strategic business consultant and has nearly 30 years of leadership experience in accounting, finance and business. Mr. Mencini now leads Mencini Healthcare Associates, from which he provides strategic consulting and advisory services to clients across the country. Mr. Mencini began his career in 1988 in Arthur Andersen’s Washington, D.C. office and gained valuable accounting, audit, transaction, and financial advisory experience, including extensive work with many publicly traded SEC companies. Following a two-year stint at Harvard Business School (1991-1993), he returned to Arthur Andersen and helped initiate the firm’s Mid-Atlantic Strategy and Operational Consulting Practice, focused principally on the financial services and healthcare industries. He was then instrumental in helping to structure and initiate industry-focused practices within Arthur Andersen, with primary involvement in the financial services and healthcare industries. He gained a rapid promotion to Partner, and served as the Partner-in-Charge of Arthur Andersen’s Mid-Atlantic Healthcare Consulting Practice, with responsibility for leading more than 300 professionals and serving many of the firm’s top clients. Following his Arthur Andersen experience, he served as a key member of the leadership team of Patient Financial Services, Inc. (July 2002 — July 2012), a healthcare revenue cycle and financial services outsourcing and technology company. His principal responsibilities included business development and margin growth, client service and relationship management, and strategic partnerships.

David Motley

Mr. David L. Motley is Independent Director of F.N.B. Corporation. He joined our Board in August 2013 and is a member of our Audit Committee, Compensation Committee and Risk Committee. Mr. Motley is currently Senior Managing Director of the Life Sciences Practice of Headwaters SC (“HWSC”) headquartered in Sewickley, Pennsylvania, a position he has held since 2011. HWSC offers advice and counsel to privately-held life sciences companies on strategic and executive development initiatives. Mr. Motley is also a General Partner with BlueTree Venture Fund (a venture fund based in Pittsburgh, Pennsylvania, focused on early-stage life science and IT-related opportunities at the Series B stage of funding) and a General Partner with Acclivity Development, LLC (a real estate development company focused on Pittsburgh’s urban infill opportunities). During Mr. Motley’s 30-year corporate career, he held positions of progressive responsibility, including most recently in 2009 as Vice President and General Manager at Covidien, Inc. (a medical device company) located in Mansfield, Massachusetts, where his principal responsibilities were franchise management, portfolio management and strategy for its $2 billion portfolio of surgical products. Mr. Motley served as Vice President and General Manager at Respironics, Inc. (medical device company) located in Pittsburgh, Pennsylvania, from 2006 through 2008, securing white space opportunities via acquisitions, equity/convertible debt investments and licensing. During his tenure with Respironics, Mr. Motley was Director, Corporate Strategic Planning, leading the strategic planning process for all of Respironics’ businesses and, during that time, the company grew from $800 million to $1.4 billion prior to its acquisition by Philips in 2008. Prior to 2006, Mr. Motley held various executive and management positions with large multinational corporations. Mr. Motley was the recipient of the University of Pittsburgh Swanson Engineering School 2016 Distinguished Alumni Award.

Heidi Nicholas

Ms. Heidi A Nicholas is Independent Director of F.N.B. Corporation. She joined our Board in January 2015 (she previously served on the FNBPA Board from 2012 through October 2014). Ms. Nicholas is a member of our Audit Committee and Risk Committee. Ms. Nicholas is a Principal (since 2001) in Nicholas Enterprises, a State College, Pennsylvania, firm that engages in the development and management of commercial and multi-tenant residential real estate in Central Pennsylvania. Ms. Nicholas began her business career in the Financial Institutions Group at Dean Witter Reynolds and has also held positions at Cargill, Inc., Houlihan, Lokey, Howard & Zukin, and Pacific Telesis Group, where she was Executive Director of Corporate Development. Her responsibilities involved structuring and negotiating mergers, acquisitions and divestitures, investor relations, communications with institutional investors, oversight of finance and accounting operations, coordinating transactional activities, financial advisory and valuation analysis, and the development and structuring of complex transactions. Ms. Nicholas’ broad and extensive financial and residential real estate experience offers the Corporation a valuable perspective and a solid foundation with which to advise and assist our Board and management with respect to the valuation of mergers and acquisitions, shareholder relations, the commercial and residential real estate industry, and critical finance and accounting considerations. Also, Ms. Nicholas has been involved in various civic and community organizations in the State College, Pennsylvania area, including Board positions with the Girl Scouts in the Heart of PA and the Centre County Community Foundation, where she previously served as Chair, and Chair of the Finance and Audit Committees.

John Stanik

Mr. John S. Stanik is Independent Director of F.N.B. Corporation. He joined our Board in January 2013 and also serves as a member of our Compensation Committee. Also, since January 1, 2015, Mr. Stanik has served on the board and as CEO of Ampco-Pittsburgh Corporation, a publicly-held international company, which specializes in manufacturing forged and cast rolls for the metals industry and other specialty industrial equipment for its customers. From February 2003 until 2012, Mr. Stanik was CEO and a director, including four years as Board Chairman, on the Board of Directors of Calgon Carbon Corporation, also a publicly-held international company, with multiple manufacturing and sales offices throughout the world with over 1,000 employees, headquartered in Pittsburgh, Pennsylvania. During his 22-year tenure with Calgon Carbon Corporation, Mr. Stanik served as CEO and in various senior-level executive and managerial roles and developed extensive business leadership experience and core competencies which enable him to make significant contributions to the Corporation’s Board, especially in the areas of organizational leadership, investor and analyst relations, risk management, corporate strategy development and deployment, succession planning and mergers and acquisitions. Additionally, since 2011, Mr. Stanik has served as a director on the management board of the Engineered & Materials Division of J. M. Huber Corporation (engineering), one of the largest privately-held companies in the United States, with operations in more than 20 countries. Mr. Stanik is actively engaged in the Greater Pittsburgh American Heart Association. Mr. Stanik was also selected by Ernst and Young LLP as a national judge for its 2012 Entrepreneur of the Year.

William Strimbu

Mr. William J. Strimbu is Independent Director of F.N.B. Corporation. He has been a member of our Board since 1995 and serves as Chair of the FNBPA Credit Risk and CRA Committee and as a member of our Executive and Nominating and Corporate Governance Committees. Mr. Strimbu is President of Nick Strimbu, Inc., a trucking company with common carrier authority. Mr. Strimbu’s responsibilities with Nick Strimbu, Inc. include strategic, financial and business planning and negotiations with customers, vendors and the Teamsters Union. He manages and responds to a myriad of financial and operational challenges faced by a company in a highly-competitive and rapidly changing industry. He also manages a real estate holding company. Mr. Strimbu has been a member of the board of directors of a regional community foundation since 1994 and is its Vice President. He has assisted the foundation’s management in growing the endowment of approximately 400 individual funds and $82 million in assets. From 1997 to 2014, Mr. Strimbu was a director and served on the Audit Committee and as Chairman of the Board for Sharon Regional Health System, a regional health care facility that employed over 1,800 professionals. Mr. Strimbu was instrumental in negotiating the transaction to sell the Health System at a favorable price for his community. He now serves on the Christian H. Buhl Legacy Trust, which was formed to wind-down the operations and protect the proceeds from the sale of the institution. He is also a trustee of Teamsters #261 and Employer’s Welfare Fund, an entity which provides healthcare benefits for approximately 50 companies that insure over 1,500 lives. He also served as Chairman of the “Voyager” Offshore Captive Insurance Group advisory board from 2013 through 2015, and still remains a board member. The captive is a group consisting of approximately 50 trucking companies located throughout the United States. The group is underwritten by National Interstate Insurance Company.

Matt Lazzaro