Item 5. Other Information
ITEM 5. OTHER INFORMATION
Following extensive consultation with our independent compensation and legal advisors and recognizing that a retention-based structure for our Chief Executive Officer was appropriate, the Compensation Committee of our Board of Directors authorized us to enter into an Executive Retention Life Insurance Agreement (the “Agreement”) on November 3, 2022 to be effective on the date of the issuance of the underlying insurance policy, with Vincent J. Delie, Jr., Chairman, President and Chief Executive Officer of FNB.
Under the agreement, we will pay the insurance premium on behalf of Mr. Delie during his employment on a life insurance policy to be issued and owned by Mr. Delie. The annual premium amount is $182,450 and is payable through the end of the policy year in which Mr. Delie attains age 68. The death benefit payable to Mr. Delie’s beneficiaries under the policy is $2.4 million. The Agreement and our obligation to remit premiums terminates upon Mr. Delie’s death, the date he voluntarily terminates employment prior to attaining age 68, the date Mr. Delie’s employment is terminated for Cause, as defined in the Agreement, or the date Mr. Delie violates any restrictive covenants contained in his Employment Agreement dated December 15, 2010 (or any successor agreement), provided that we are obligated to pay policy premiums in 2023 if Mr. Delie is employed by us at any time in that year and if Mr. Delie remains continuously employed by FNB through December 31, 2027 we are obligated to pay annual policy premiums through the end of the policy year in which Mr. Delie attains age 68 regardless of whether he voluntarily terminates his employment, unless he violates any applicable restrictive covenants. If we terminate Mr. Delie’s employment without Cause, as defined in the Agreement, or he terminates his employment for Good Reason upon or following a Change in Control, as each are defined in his Employment Agreement, in either case prior to his attainment of age 68, we are obligated to remit an additional premium amount needed for the life insurance policy to become fully paid-up, such that all the premium payments are complete, Mr. Delie is free of all payment obligations, and the life insurance policy will remain intact and fully paid until Mr. Delie’s death.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Executive Retention Life Insurance Agreement which is attached hereto as Exhibit 10.1.
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ITEM 6. EXHIBITS
Exhibit Index
Exhibit Number Description
10.1 Executive Retention Life Insurance Agreement, dated as of November 3, 2022, between Vincent J. Delie, Jr. and F.N.B. Corporation (filed herewith).
31.1. Certification of Chief Executive Officer Sarbanes-Oxley Act Section 302. (filed herewith).
31.2. Certification of Chief Financial Officer Sarbanes-Oxley Act Section 302. (filed herewith).
32.1. Certification of Chief Executive Officer Sarbanes-Oxley Act Section 906. (furnished herewith).
32.2. Certification of Chief Financial Officer Sarbanes-Oxley Act Section 906. (furnished herewith).
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document (filed herewith).
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
F.N.B. Corporation
Dated: November 4, 2022 /s/ Vincent J. Delie, Jr.
Vincent J. Delie, Jr.
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
Dated: November 4, 2022 /s/ Vincent J. Calabrese, Jr.
Vincent J. Calabrese, Jr.
Chief Financial Officer
(Principal Financial Officer)
Dated: November 4, 2022 /s/ James L. Dutey
James L. Dutey
Corporate Controller
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.