Date:

Wednesday

May 16, 2018

Time:

8:30 AM

(Eastern Daylight Time)

Place:

Great Room at The Regional Learning Alliance

850 Cranberry Woods Drive

Cranberry Township, Pennsylvania 16066

Record Date:

March 7, 2018

Only shareholders of record as of the close of business on March 7, 2018, are entitled to notice of and to vote at our Annual Meeting. Please refer to responses to the frequently asked questions under the heading Voting in our 2018 proxy statement for additional information about how to vote your shares and attend our Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF SHAREHOLDERS TO BE HELD ON MAY 16, 2018:

THE F.N.B. CORPORATION PROXY STATEMENT AND 2017 ANNUAL REPORT TO SHAREHOLDERS

ARE AVAILABLE AT http://www.proxyvote.com.

Our proxy statement contains information relative to our Annual Meeting of Shareholders to be held on Wednesday, May 16, 2018, beginning at 8:30 AM, Eastern Daylight Time (EDT), in the Great Room at The Regional Learning Alliance located at 850 Cranberry Woods Drive, Cranberry Township, Pennsylvania 16066 (our “Annual Meeting”). This proxy statement also relates to any adjournment of our Annual Meeting. This proxy statement was prepared under the direction of the F.N.B. Corporation Board of Directors to solicit your proxy for use at the Annual Meeting. On March 30, 2018, we commenced the distribution of our proxy statement and the accompanying proxy card to our shareholders of record as of March 7, 2018. We will bear all costs of preparing and distributing our proxy materials to our shareholders. We will, upon request,

reimburse brokers, nominees, fiduciaries, custodians and other record holders for their reasonable expenses in forwarding our proxy materials to beneficial owners.

We use the following terms in this proxy statement:

What is a proxy?

Your proxy gives us authority to vote your shares and tells us how to vote your shares at the Annual Meeting or any adjournment. Three of our employees, who are called “proxy holders” (or “proxies” for short) and are named on the proxy card, will vote your shares at the Annual Meeting according to the instructions you give on the proxy card.

Why are you soliciting a proxy from me?

Our Board of Directors is soliciting your proxy to make sure that your vote is properly submitted and received on time, and to improve the efficiency of the Annual Meeting. We may ask for, or solicit, proxies using several methods.

We may solicit proxies by mail, personal interviews, telephone or fax. We may also use the Internet to solicit proxies. F.N.B. officers or employees may solicit proxies, but will not receive any special compensation for doing so. We have engaged the firm of Laurel Hill Advisory Group, LLC to assist us with soliciting proxies.

What will our shareholders vote on at our Annual Meeting?

Our shareholders will act upon the following proposals at our Annual Meeting:

Who is entitled to vote at our meeting?

Our Board has set March 7, 2018, as the record date for our Annual Meeting. Only holders of record of our common stock at the close of business on the record date are entitled to receive notice of and to vote at our Annual Meeting and any adjournment of our Annual Meeting. F.N.B. shareholders who plan to attend our Annual Meeting may obtain driving directions to the

meeting location by contacting our shareholder services representative at (888) 981-6000 and asking to be connected to extension 4254.

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

What is a quorum?

On March 7, 2018, our record date, we had 323,627,694 shares of common stock outstanding. Under Pennsylvania law, we must have a quorum before we can consider proposals at our Annual Meeting. A quorum is the number of shares that must be present at the meeting. In determining if a quorum exists, we count the number of shares represented by shareholders in person as well as the number of shares represented by proxies. If you return a signed and dated proxy card, vote by Internet, vote by our QR Code feature, vote by telephone or vote in person at our Annual Meeting, you will be considered present for purposes of establishing a quorum.

To have a quorum, we need the presence of shareholders or their proxies who are entitled to cast at least a majority of the votes that all shareholders are entitled to cast. If you return a proxy, whether you vote for or against a proposal, abstain from voting or only sign and date your proxy card, your holdings will be counted toward the quorum.

Although a quorum may be achieved, not all proposals will be subject to the same voting or approval requirement. Shareholders who hold their shares in an account at a bank or brokerage firm (street name) may need to take additional precautions to ensure that their vote counts. We discuss the vote required to approve each proposal under the question immediately below.

What vote is required to approve each matter?

In general, if you abstain from voting, it will not count as a vote “cast.” However, please see the summaries below for more specific information about how abstentions will be counted with respect to each proposal. With respect to Proposals 1, 2 and 3, if you desire to abstain, you must check the “Abstain” box on your proxy card, or select the appropriate option when voting by the Internet, by QR Code, or by telephone.

PROPOSAL 1. ELECTION OF DIRECTORS

Our bylaws provide that in the circumstance of an uncontested director election, which is the case for this year’s director election, our directors are elected by a

majority of the votes cast in person or by proxy at our Annual Meeting. Our Articles of Incorporation do not authorize cumulative voting for the election of directors. To receive a majority of votes cast means that the shares voted for a director’s election exceed the number of votes cast against that director’s election. Moreover, our bylaws provide that any incumbent director who does not receive a majority of votes cast will promptly tender his or her resignation to the Board. Upon recommendation of the Nominating and Corporate Governance Committee, the Board shall determine whether to accept the resignation. The director election is considered a non-routine item and, as such, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the director election results. If there is a contested election (which is not the case in 2018), directors are elected by a plurality of votes cast at the meeting.

PROPOSAL 2. “SAY ON PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION

A majority of the votes cast will be required to approve the advisory vote on executive compensation. Because your vote is advisory, it will not be binding on the Board or the Corporation. This matter is considered a non-routine matter and, as a result, there may be broker non-votes. Any broker non-votes or abstentions will not be included in the total votes cast and will not affect the results.

PROPOSAL 3. RATIFICATION OF AUDITOR

A majority of the votes cast will be required to approve the ratification of our Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2018. This matter is considered a routine item, and brokers have the discretion to vote uninstructed shares on behalf of clients. As a routine item, there will be no broker non-votes, although brokers may fail to submit a vote. Any failure by brokers to vote or any abstentions will not be included in the total votes cast and will not affect the results.

What are the voting rights of our shareholders?

The only class of our securities that is outstanding and entitled to vote at our Annual Meeting is our common stock. As of the March 7, 2018, record date, we had 322,774,059 shares of our common stock each entitled to one vote per share with respect to each matter to be voted on at our Annual Meeting.

How do I vote?

You can vote either in person at our Annual Meeting or by proxy whether or not you attend our Annual Meeting.

When you or your authorized attorney-in-fact grants us your proxy, you authorize us to vote your shares of our common stock in the manner you specify on your proxy card. Giving a proxy allows your shares to be voted at our Annual Meeting even if you do not attend the Annual Meeting in person. If your shares are held in street name, you will receive a separate card from your bank or brokerage firm with instructions about the manner in which you may vote your shares.

If you hold your shares directly, to vote by proxy you must do one of the following:

*Proxies voted by Internet, by telephone or by QR Code must be received by 11:59 PM, EDT on May 15, 2018, in order to be counted in the vote.

If you hold your F.N.B. shares in an account at a bank or brokerage firm, and you want to vote in person at our Annual Meeting, you will need to obtain a signed proxy card from the brokerage firm or the bank that holds your F.N.B. stock. If your F.N.B. stock is registered in the name of a bank or brokerage firm, you also may be eligible to vote your shares electronically by Internet, by the QR Code on your proxy card, or by telephone. Many banks and brokerage firms participate in programs such as the Broadridge Financial Solutions, Inc. online program. These programs provide eligible shareholders who receive a paper copy of this proxy statement the opportunity to vote by the Internet, by QR Code or by telephone. If your bank or brokerage firm is participating in one of these programs, your proxy card will contain instructions for voting by Internet, by QR

Code or by telephone. If your proxy card does not reference Internet, QR Code or telephone information, please complete and return the proxy card in the enclosed self-addressed, postage-paid envelope.

How will my shares be voted if I give my proxy but do not specify how my shares should be voted?

If you sign, date and return your proxy card, but do not provide voting instructions, or if you do not provide voting instructions when voting over the Internet, we will vote your shares represented by that proxy as recommended by our Board of Directors (see What are the Board’s voting recommendations?), and this vote will count as a vote cast.

Who can attend our Annual Meeting?

All shareholders as of the close of business on March 7, 2018 (the record date), or their duly appointed proxies, may attend our Annual Meeting. Even if you currently plan to attend our Annual Meeting, we recommend that you vote by any of the applicable methods described above so that your vote will be counted at our Annual Meeting if you later decide not to attend.

If your shares are held in street name by your bank or brokerage firm, you will need to bring a valid form of identification along with a copy of a brokerage statement reflecting your ownership of F.N.B. stock as of the March 7, 2018, record date, and check in at the registration desk at our Annual Meeting.

What are the requirements for admittance to the Annual Meeting?

Only shareholders as of the record date have a right to attend the Annual Meeting. In order to be admitted to the Annual Meeting, you will need to present a government-issued photo identification (such as a driver’s license or passport) and, if you hold your shares in an account at a bank or brokerage firm, recent evidence of ownership of our common stock as of the record date (such as a brokerage account statement, a letter of proxy from your broker, or other intermediary). Entrance after the Annual Meeting has commenced will be prohibited. If you are representing an entity that is a shareholder, you must also present documentation showing your authority to attend and act on behalf of the entity (such as a power of attorney, written proxy to vote or letter of authorization on the entity’s letterhead). We reserve the right to limit the number of representatives for any entity that may be admitted to the meeting. No cameras, recording equipment, large bags or packages will be permitted in the Annual Meeting. The use of cell phones, smart phones, tablets and other personal communication devices during the Annual Meeting is also prohibited.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before it is voted at our Annual Meeting. You may change your vote by delivering a written notice of revocation to our Corporate Secretary at F.N.B. Corporation, One North Shore Center, 12 Federal Street, Suite 503, Pittsburgh, PA 15212, by signing and returning a new proxy card with a later date, by voting by the Internet, by scanning the QR Code on your proxy card with your mobile device at a later date, by telephone, or by attending the Annual Meeting and voting in person. Only your latest instruction will be counted. However, your attendance at our Annual Meeting will not automatically revoke your proxy unless you vote again at our Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to our Annual Meeting to our Corporate Secretary at F.N.B. Corporation, One North Shore Center, 12 Federal Street, Suite 503, Pittsburgh, Pennsylvania 15212.

How do I vote if my shares are held in street name?

If you hold your shares in street name in an account at a bank or brokerage firm, we generally cannot mail our proxy materials directly to you. Instead, your bank or brokerage firm will forward our proxy materials to you and tell you how to give them instructions for voting your F.N.B. shares.

Please ensure that you instruct your bank or brokerage firm how to vote your shares. Under New York Stock Exchange (NYSE) rules applicable to brokers, your broker has discretionary authority to vote your shares without receiving your instructions on “routine” matters. The only routine matter before our Annual Meeting will be the ratification of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2018. All the other proposals that will be considered at our Annual Meeting are “non-routine” matters. Your bank or brokerage firm does not have discretionary authority to vote on a non-routine matter unless you provide them with your voting instructions. Therefore, please ensure that you instruct your bank or brokerage firm how to vote your shares with respect to election of our directors, the advisory non-binding resolution to approve the 2017 compensation of our named executive officers, and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018.

How do I vote my 401(k) Plan shares?

If you participate in the F.N.B. Corporation Progress Savings 401(k) Plan (401(k) Plan), you may vote the number of shares of common stock credited to your

account as of the record date. You may vote by instructing T. Rowe Price, the trustee of our 401(k) Plan, pursuant to the voting instruction card being mailed with this proxy statement to plan participants. The trustee will vote your shares in accordance with your duly executed voting instruction card, provided that the trustee receives it by 3:00 AM, EDT, on Friday, May 11, 2018.

In the case of the 401(k) Plan, if you do not return your voting instruction card, the shares credited to your plan account will be voted by the trustee in the same proportion that it votes the shares for which it timely received voting instruction cards.

You may also revoke a previously given proxy card until 3:00 AM, EDT, on Friday, May 11, 2018, by filing with the trustee either a written notice of revocation or a properly completed and signed voting instruction card or Internet vote or telephone vote having a later date.

How will we conduct the business of our Annual Meeting?

Our bylaws govern the organization and conduct of business at our shareholder meetings. Our bylaws specify that our Board Chairman shall preside at our shareholder meetings. Our Board Chairman, Vincent J. Delie, Jr., will serve as Chairman of our Annual Meeting and call the meeting to order. As Chairman of our Annual Meeting, Board Chairman Delie will determine, at his discretion, the order of the business to be conducted at our Annual Meeting and the procedure for our Annual Meeting. Board Chairman Delie will announce the opening and closing of the polls for each matter on which our shareholders will vote at our Annual Meeting.

Who can answer my questions?

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 Mr. James G. Orie, our Chief Legal Officer and Corporate Secretary, at (888) 981-6000 and ask to be connected to extension 3435.

How can I avoid receiving more than one set of proxy materials in future years?

If two or more registered shareholders live in your household or if a registered shareholder maintains two or more shareholder accounts, you may have received more than one set of our proxy materials. At your request, we will “household” your proxy materials, i.e., only one annual report and one proxy statement will be delivered to your address; however, a separate proxy card will be delivered for each account. On the proxy

card, there will be a householding election where you will indicate if you consent to receive your proxy materials in a single package per household. Please refer to the section titled, “Householding” of Proxy Materials at the end of this proxy statement.

Is my vote confidential?

We process proxy instructions, ballots and voting tabulations that identify individual shareholders in a manner that protects your voting privacy. We will not disclose your vote either within the Company or to third parties, except:

Occasionally, shareholders provide written comments on their proxy cards. At our discretion, we may forward your comments to our management or the Board.

Where can I find the voting results of the Annual Meeting?

We will announce the preliminary voting results at our Annual Meeting. The judges of election will tally the final voting results and we will include the final voting results in a Form 8-K, which we will file with the Securities and Exchange Commission (SEC) by May 22, 2018.

Who is paying for the cost of this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. The Company has retained Laurel Hill Advisory Group, LLC to assist in obtaining proxies by mail, facsimile or email from registered holders, brokerage firms, bank nominees and other institutions for the Annual Meeting. The estimated cost of such service is $12,250 including out-of-pocket expenses. Laurel Hill Advisory Group, LLC may be contacted at 888-742-1305.

The Company will also reimburse brokerage firms and other persons representing beneficial owners of shares held in street name for their reasonable costs associated with:

In addition to soliciting proxies by mail, certain of our directors, officers and regular employees, without additional compensation, may solicit proxies on our behalf personally or by telephone, facsimile or email.

Our Board determines the number of directors to nominate for election each year. The F.N.B. bylaws provide that our Board shall consist of not fewer than five nor more than 25 persons, the exact number to be determined from time to time by the Board.

Acting on the recommendation of the Nominating and Corporate Governance Committee, our Board fixed the number of directors as of the Annual Meeting date at thirteen (13).

The Board, acting on the recommendation of the Nominating and Corporate Governance Committee, has nominated for election as directors the nominees identified in the table titled Current Directors and Nominees for Election at Our Annual Meeting. Each nominee is discussed in more detail in the section titled

Biographical Information Concerning Director Nominees of this proxy statement. If elected, the Company’s nominees will hold office for a one-year term until the next annual meeting of shareholders and the election and qualification of his or her successor. All of our nominees are currently directors.

Our Nominating and Corporate Governance Committee identifies potential director nominees primarily through recommendations made by current or former Company Directors and contacts in business, civic, academic and non-profit communities. Also, our Company shareholders may propose persons to be nominated for election to our Board (see later discussions under Shareholder Proposals and Nominations for the 2019 Annual Meeting).

At least annually, in consultation with the Nominating and Corporate Governance Committee, our Board assesses the skills, qualifications and experience of our Board and decides whether to recommend an incumbent director for reelection or nominating new director candidates for election to the Board. In evaluating incumbent directors or new director candidates (including any candidates who may be recommended by a shareholder), our Nominating and Corporate Governance Committee and the Board consider each incumbent’s or new director candidate’s skills, background, experience and reputation, as compared with the particular needs of the Board with respect to specific skill sets, background, experience and knowledge, and the other relevant criteria as more

fully described in our Corporate Governance Guidelines. Also, the Nominating and Corporate Governance Committee and the Board consider each incumbent director’s performance and contributions during the prior year (including the annual Board self-assessment results). Moreover, in evaluating the suitability of prospective Board candidates, our Nominating and Corporate Governance Committee and Board take into account multiple criteria, including those described in our Company bylaws and Corporate Governance Guidelines (e.g., each director candidate’s general understanding of banking, finance, regulatory compliance and other disciplines relevant to the success of a publicly traded financial services company in today’s business and financial services regulatory environment; compatibility with our culture; understanding of our business; educational and professional background; personal accomplishment; adherence to the standards set forth in our Code of Conduct; and geographic, gender, age, racial, ethnic and other diversity considerations). Please see the section titled Biographical Information Concerning Director Nominees for more information on each of our director nominees.

Our Board and Nominating and Corporate Governance Committee regularly review our Board Succession Plan for the purpose of ensuring that the Board continually maintains a directorate who collectively possess an appropriate range of skills, backgrounds, and experience necessary for the Board to fulfill its oversight responsibilities for a public financial company operating in multi-state markets and subject to a comprehensive regulatory environment. Consistent with the Company’s Board succession process, Board leadership (consisting of the Chairman, CEO and Lead Director), along with our Nominating and Corporate Governance Committee, spearheaded the process of identifying qualified director candidates who would be considered appropriate replacements for Directors Martz and McCarthy, who are retiring May 16, 2018, in accordance with the F.N.B. Board retirement policy. In accordance with our proactive board succession plan, the Board established a year-long transition between the Board Chair and committee chairs facilitating a smooth transition and strengthening of our oversight. In view of Director Martz’s strong audit background and Director McCarthy’s lengthy risk management experience, the search process focused on identifying director candidates possessing considerable audit, accounting, financial, cybersecurity, and risk management skills and experience. Board leadership identified prospective director candidates through referrals from other F.N.B. directors, consultation with knowledgeable industry

insiders and others with particular knowledge of persons who possess the specific experience and background consistent with F.N.B.’s identified qualifications criteria. Following a review of potential candidates and preliminary interviews, Board leadership identified Ms. Pamela A. Bena and Ms. Mary Jo Dively as the most suitable director candidates to address the Board’s needs relative to risk management, cybersecurity, financial expertise and accounting and audit experience. The Board leadership interviewed both Ms. Bena and Ms. Dively and recommended each of them for consideration by the F.N.B. Nominating and Corporate Governance Committee. The F.N.B. Nominating and Corporate Governance Committee conducted in-person interviews with Ms. Bena and Ms. Dively, commissioned full background reviews of each candidate, and evaluated each candidate under the Board qualification and composition standards described above and more fully described in the F.N.B. Corporate Governance Guidelines. On December 19, 2017, the F.N.B. Nominating and Corporate Governance Committee unanimously voted to recommend to the Board the election of Ms. Bena and Ms. Dively to the Board. On December 20, 2017, the F.N.B. and FNBPA Boards reviewed the Nominating and Corporate Governance Committee’s recommendation and unanimously voted to elect Ms. Bena and Ms. Dively to the F.N.B. and FNBPA Boards, effective January 1, 2018.

Each of our director nominees has consented to being named in this proxy statement and to serve if elected.

Proxies submitted to us, unless indicated to the contrary, will be voted “For” the election of Directors Bena, Campbell, Chiafullo, Delie, Dively, Gurgovits,

Hormell, Malone, Mencini, Motley, Nicholas, Stanik and Strimbu with terms expiring at our 2019 Annual Meeting and upon election and qualification of their respective successors.

Vincent J. Calabrese, Jr. 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 L. Dutey has served as our Corporate Controller and Principal Accounting Officer since March 2017. Mr. Dutey has 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. Mr. Dutey is a licensed Certified Public Accountant in the Commonwealth of Pennsylvania.

Gary L. Guerrieri 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 M. Moorehead 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.

James G. Orie 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 33-year career as a financial services counsel with the Office of the Comptroller of the Currency, the Federal Home Loan Bank of Pittsburgh, Office of Thrift Supervision and, prior to joining F.N.B., as business leader of the Financial Services Practice Group of a Pittsburgh-based law firm.

Barry C. Robinson 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 our 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 responsibility for

strategic planning and oversight of the Company’s consumer retail operations, including leading the development of our digital banking platform. Prior to joining the Company, Mr. Robinson held several key leadership and executive positions with large regional

banks, including regional leader in Cleveland, Ohio, of wealth management and private banking for PNC Bank and National City Bank, and head of corporate banking in Kentucky and Tennessee for National City Bank.

In performing its role, our Board of Directors is guided by our Corporate Governance Guidelines, which establish a framework for the governance of the Board and the management of our Company. The Corporate Governance Guidelines are annually reviewed, updated as appropriate, and approved by the Board. Our Corporate Governance Guidelines reflect broadly recognized and evolving “best practice” governance standards and regulatory requirements, including the New York Stock Exchange (NYSE) corporate

governance listing standards, SEC governance standards, and other widely accepted practices promoted by proxy advisory firms and institutional investors. The full text of the Corporate Governance Guidelines is posted on our website at www.fnbcorporation.com under the “About Us” tab, selecting the “Investor Relations and Shareholder Services” option and scrolling to the “Corporate Governance” heading.

We believe the diverse and strong mix of skill sets, background, and experience provides the Board a well-rounded and depth of knowledge capacity to prudently oversee F.N.B.’s business and operations.

The Board is responsible for the oversight of management on behalf of the Company’s shareholders. The Board and its committees meet regularly throughout the year to: (i) review and, where appropriate, approve long- and short-term strategies, business and financial planning and performance, risk management, regulatory compliance, internal control and financial reporting and audit matters, compensation, Board and management succession, corporate culture, and public, social and environmental responsibility matters; and (ii) provide oversight and guidance to, and regularly assess the performance of, the Chief Executive Officer (CEO) and other senior executives.

The Board believes that its longstanding approach to our leadership structure has proven to be effective in promoting Company performance and the interest of F.N.B. shareholders since it is designed to optimize the directors’ exercise of their fiduciary oversight as well as properly allocate authority and responsibility between the Board and management. The Board considers its leadership structure frequently as part of its assessment regarding the most effective governance practices for the Company, as well as a succession planning process for the Board. The Board and its Nominating and Corporate Governance Committee formally review the leadership structure not less than annually as part of this self-assessment process, taking into consideration the following:

The Board believes it is important to retain flexibility to determine its leadership structure based on the particular composition of the Board (specifically, the fact that a majority of the Board is independent), the individuals serving in leadership roles and the needs and opportunities of the Company.

During 2017, our Board reviewed its leadership structure, taking into consideration the factors outlined above, and determined to maintain its well-established approach to board leadership structure since this structure, coupled with a strong and experienced independent Lead Director and an overwhelmingly independent and experienced Board, will continue to provide appropriate leadership for and oversight of the Company and promote effective, fully engaged and efficient functioning of both the Board and management, which ultimately serves the best interests of our shareholders. A unified board leadership structure has presented critical advantages for the Board, including promoting a more transparent understanding of day-to-day management matters, deeper consideration of key issues affecting the Company’s operations, initiatives and business priorities, greater engagement with respect to the long-term strategy of the Company, and better overall consistency in internal and external communication of the Company’s strategic and business priorities. This structure provides free and open input from our experienced independent Lead Director, as well as active engagement by a Board composed almost entirely of independent directors. Moreover, the Board’s extensive and significant leadership skills (over 61% of our Board members possess CEO or principal business experience along with other high caliber professionals) creates an environment for an active and engaged Board. The Board regularly evaluates our leadership structure with the focus on promoting the shareholders’ best interests and believes this dynamic approach offers the most flexibility with respect to making certain the Board adopts the leadership structure which best serves the interests of F.N.B. shareholders.

Notwithstanding the strong oversight roles of the Independent Lead Director and committee chairs described below, all directors share equally in their responsibilities as members of the Board.

The Board oversees the Company’s CEO and other senior management in the competent and ethical day-to-day operation of the Company and ensures that our officers are serving the long-term interests of the shareholders. We expect each director to take a proactive and focused approach to his or her position, and to assist in setting standards to ensure that the Company is committed to business success through the maintenance of high standards of responsibility, fiduciary conduct and ethics, as embodied in our Statement of Directors’ Duties and Responsibilities, Code of Ethics, Code of Conduct and Corporate Governance Guidelines. Our Statement of Directors’

Duties and Responsibilities describes the legal, regulatory and fiduciary duties which our directors must adhere to in the conduct of their Board responsibilities. Each of our Directors is required to participate in an annual Code of Conduct training program and affirm that they understand their obligations under the Code of Conduct. Our Code of Conduct applies to all of the Company’s employees and directors and our Code of Ethics applies to senior officers and employees. Our Corporate Governance Guidelines outline the key practices and procedures that our Board follows. These codes and standards may be found on our website at www.fnbcorporation.com under the “About Us” tab, selecting the “Investor Relations and Shareholder Services” option and scrolling to the “Corporate Governance” heading.

Our Board met eight times in 2017. Each director attended 100% of the meetings of the Board and the respective committees on which such director served, with the exception of Directors Martz, Motley and Stanik. Director Martz and Director Stanik each missed one Board meeting due to illness. Director Martz attended at least 97.06% and Director Stanik attended at least 95% of the aggregate of all meetings of the Board and of each committee on which they served. Director Motley missed two committee meetings and attended 94.74% of the aggregate of all meetings of the Board and his committee meetings. We expect the members of our Board to attend our Annual Meeting as a matter of policy, and all of our current Board members attended our 2017 Annual Meeting with the exception of Directors Bena and Dively, who were not directors in 2017.

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 (Nominating 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 2017 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. Gurgovits (former CEO) and Mr. Delie (current CEO). FNBPA has a Credit Risk and CRA Committee. Each member of FNBPA’s Credit Risk and CRA Committee has been determined by our Board to be independent except for Mr. Gurgovits (former CEO). The composition of the Credit Risk and CRA Committee is consistent with federal bank regulatory standards. Board Chairman Delie is an ex officio member of the Credit Risk and CRA Committee. We identify the current members and chairs of our Board and FNBPA committees in the table, Current Directors and Nominees for Election at Our Annual Meeting in this proxy statement.

Executive Committee

The Executive Committee, consistent with Pennsylvania law, our bylaws and the committee charter, assists the Board by offering an efficient means of considering matters and issues during intervals between regular meetings of our Board. The Executive Committee met two times in 2017.

Audit Committee

In accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, the Audit Committee is responsible primarily for selecting and overseeing the services performed by our independent registered public accounting firm and internal audit department, evaluating our accounting policies and system of internal controls and reviewing significant financial transactions and compliance matters. In addition, the Audit Committee approves all audit services and permitted non-audit services, as well as all engagement fees and terms related thereto. The Audit Committee met 11 times during 2017. The Board has determined that each member of the Audit Committee, Directors Bena, Malone, Martz, Mencini, Motley and Nicholas, qualify as being “financially literate,” and each of these Audit Committee members also qualifies as an “audit committee financial expert” as defined by the SEC. The determination that each of the Audit Committee members qualifies as an “audit committee financial expert” included an evaluation of each person’s qualifications and other relevant experience under applicable SEC rules and definitions, including consideration of each person’s work, financial, business and professional experience. (For more detail regarding the work, financial, business and professional experience of Directors Bena, Malone, Martz, Mencini, Motley and Nicholas considered by the Board in determining financial literacy and expertise, see the section titled Biographical Information Concerning Director Nominees.) Each Audit Committee member also meets the additional criteria for independence of audit committee members set forth under the SEC rules, NYSE listing standards, F.N.B. categorical independence standards, and the applicable federal bank regulatory requirements. We refer you to the Report of the Audit Committee in this proxy statement.

Compensation Committee

The Compensation Committee (also referred to as the “Committee” in the Executive Compensation and Other Proxy Disclosure discussion of this proxy statement) is responsible primarily for reviewing the compensation arrangements for our executive officers, including the CEO, administering our equity compensation plans, and reviewing the compensation of the Board. For a description of the Compensation Committee’s processes and procedures, including the roles of our executive officers and independent compensation consultants in the Compensation Committee’s decision-making process, we refer you to Executive Compensation and Other Proxy Disclosure elsewhere in this proxy statement. The Compensation Committee met nine times in 2017. The F.N.B. Board has affirmatively determined that each member of the Compensation Committee, Directors Hormell, Malone, Motley and Stanik, qualifies under the NYSE, F.N.B. categorical, and Dodd-Frank compensation committee “independence” rules and as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986 (Code).

Nominating and Corporate Governance Committee

The Nominating Committee assists in the development of standards concerning the qualifications and composition of our Board and conducts succession planning for our Board. In addition, the Nominating Committee recommends director candidates to stand for election to our Board and seeks to promote the best interests of the Company and its shareholders through implementation of prudent and sound corporate governance principles and practices. We refer you to the discussions under Identification and Evaluation of Director Candidates located elsewhere in this proxy statement. The Nominating Committee met six times in 2017. Each member of the Nominating Committee, Directors Campbell, Chiafullo, Hormell, Mencini and Strimbu, meets the criteria for independence under the NYSE rules and F.N.B. categorical standards.

Risk Committee

The Risk Committee’s principal responsibility is to assist the Board with the review and oversight of the Company’s management of its enterprise-wide risk

program (see discussion under Risk Oversight later in this proxy statement), including establishing, in consultation with senior management, acceptable risk tolerance levels for the Company and reporting this information to the Board. Each member of the Risk Committee, Directors Bena, Dively, Martz, McCarthy, Mencini, Motley and Nicholas, meet the independence criteria under the NYSE rules and F.N.B. categorical standards. The Risk Committee met seven times in 2017.

Credit Risk and CRA Committee

The purpose of the Committee is to oversee the credit and lending strategies and objectives of FNBPA, including: (i) oversight of credit risk management and strategies, including approval of internal credit policies and establishment of loan portfolio concentration limits; (ii) review of the quality and performance of the Bank’s loan portfolio; (iii) approval of intercompany loans subject to Regulation W and loans to Bank “insiders” (as defined under Regulation O) in accordance with applicable regulatory requirements; and (iv) oversight of the Bank’s Community Reinvestment Act (CRA) responsibilities, including the monitoring of the Bank’s community lending and investment activities relative to CRA laws, regulations and requiring guidance, including the CRA Policy, fair lending, affirmative credit programs, and the Bank’s community development activities, and collaborations with national, regional and local community development organizations. The Credit Risk and CRA Committee met nine times in 2017.

The Audit Committee, Compensation Committee, Executive Committee, Nominating Committee, Risk Committee and Credit Risk and CRA Committee each operate under written charters adopted by the Board. You may review these charters on our website at www.fnbcorporation.com under the “About Us” tab, selecting the “Investor Relations and Shareholder Services” option and scrolling to the “Corporate Governance” heading. The principal responsibilities of the Standing Committees described above are qualified by reference to the charters of these committees and relevant sections of our bylaws.

The Company has a Code of Conduct that applies to each of the Company’s Directors and employees, including its principal executive officer, principal financial officer and principal accounting officer, and a Code of Ethics that applies to the Company’s senior officers and employees. The Company annually requires all directors and employees to certify that they understand their responsibilities under the Code of Conduct. Also, the Company’s directors and employees are required to participate in annual training relative to the standards set forth in the Code of Conduct and Code of Ethics. You may view copies of our Code of Conduct and Code of Ethics on our website at

www.fnbcorporation.com under the “About Us” tab, selecting the “Investor Relations and Shareholder Services” option and scrolling to the “Corporate Governance” heading. In addition, the Company will provide copies of its Code of Conduct and Code of Ethics, without charge, to any person upon written request sent to our Corporate Secretary at F.N.B. Corporation, One North Shore Center, 12 Federal Street, Pittsburgh, Pennsylvania 15212. The Company will disclose any changes in or waivers from its Code of Conduct or Code of Ethics by posting the revised Code(s) or other related information on its website or by filing a Form 8-K.

The Board recognizes that, as a financial institution, the Company takes on a certain amount of risk in every business decision, transaction and activity. The Company’s Board and management manage our risk appetite to optimize long-term shareholder value while supporting our employees, customers and communities. We approve our Enterprise Risk Appetite and critical risk policies at the Board level. We discuss our risk management approach in the Risk Management section of Item 7 of this year’s Annual Report on Form 10-K. The Company’s Board and management have identified the following major categories of risk: credit risk, market risk, liquidity risk, strategic alignment and reputation, operational risks (legal, fiduciary, compliance, regulatory, technology), economic risk, succession planning and compensation practices, and capital adequacy. In its oversight role of the Company’s risk management function, the Board is mindful that risk management is not about eliminating risk, but rather is about identifying, accepting and managing risks so as to optimize total shareholder value, while balancing prudent business considerations, maintaining safety and soundness and mitigating potential customer impact.

F.N.B.’s corporate culture emphasizes a strong compliance culture, and places critical value on risk management at all levels, from the Board level to each of our employees. The importance of effectively managing risks in the execution of our strategic objectives is reinforced throughout our workforce through incentive compensation and training programs, with particular emphasis on ensuring that such strategic execution is consistent with our risk appetite.

The Company supports its risk management process through a governance structure involving its Board and senior management. The Board Risk Committee

establishes risk tolerance limits for monitoring significant business regulatory matters, and oversees senior management in monitoring business and strategic decisions with respect to the Company’s risk profile. The Risk Committee oversees senior management in the following activities: (i) identification, measurement, assessment, monitoring and controlling of enterprise-wide risk across the Company and its subsidiaries; (ii) development of appropriate and meaningful risk metrics to use in connection with the oversight of the Company’s businesses and strategies; (iii) review and assessment of Company policies and practices to manage the Company’s credit, market, liquidity, operating and regulatory risk (including technology, operational, compliance and fiduciary risks); and (iv) identification and implementation of risk management best practices. The Board Risk Committee serves as the primary point of contact between our Board and the FNBPA Risk Management Committee, which is the senior management-level committee responsible for FNBPA’s risk management. The combined board structure, which includes an interlocking directorate for the F.N.B. and FNBPA Boards and a joint meeting schedule, was implemented in 2015 as part of an initiative to streamline and further strengthen the governance, oversight and risk management processes of the Company’s and FNBPA’s Boards of Directors.

Generally, we use a variety of key risk metrics at the business and operational unit level, as well as by risk category, to develop a quarterly Risk Appetite Dashboard to enable the Board Risk Committee and the Board, as well as our various management level risk committees, to oversee, manage and monitor our adherence to our risk appetite. As noted above, the Company’s principal subsidiary, FNBPA, has a Risk Management Committee composed of senior

management. The purpose of this committee is to provide regular oversight of specific areas of risk with respect to the level of risk and risk management structure. The FNBPA Risk Management Committee reports on a regular basis to the Company’s Board Risk Committee regarding the enterprise-wide risk profile of the Company, tracking and monitoring of risk-related matters and other significant risk management issues. F.N.B.’s Chief Risk Officer is principally responsible for the design and implementation of the Company’s enterprise-wide risk management strategy and framework, consistent with tolerance limits established by the Board Risk Committee, and ensures the coordinated and consistent implementation of risk management initiatives and strategies on a day-to-day basis. Our Compliance Department, which reports to the Chief Risk Officer, is responsible for developing policies and procedures and monitoring the Bank’s compliance with applicable laws and regulations. Further, the Company’s audit function performs an independent assessment of the Company’s internal controls environment and plays an integral role in testing the operation of our internal controls systems and reporting findings to management and the Company’s Audit Committee. Both the Company’s Board Risk Committee and Audit Committee regularly report on risk-related matters to the Company’s Board. Significant risk-related matters, including regulatory, financial, economic, industry, transactional, business, cybersecurity, technology, litigation, compliance and other matters are regularly monitored, evaluated and reported to, and discussed by the various management-level risk committees along with the Board and Risk Committee.

Our compensation philosophy supports and reflects F.N.B.’s risk appetite and risk management culture. Our Compensation Committee, in consultation with an experienced and independent executive compensation advisor, monitors and evaluates our compensation practices from a risk management perspective to ensure that such compensation and incentive practices do not encourage undue risk and are consistent with the Company’s risk appetite. Our risk policies and procedures guide our management’s decisions, including how we pay employees. By setting and communicating our risk appetite in advance, we seek to manage and control the risks that employees can take or effectively influence, consistent with their roles and responsibilities to serve our clients.

All employees have performance objectives tied to business and individual performance, but each employee also has customer and compliance focus and risk management responsibilities. We evaluate employee performance against these objectives, in addition to considering risk outcomes from actions taken in prior years. We incorporate our comprehensive evaluation of employee risk management into our performance and incentive compensation decisions. In addition, all employees are encouraged to collaborate across groups to identify and mitigate risks and elevate and address identified risk-related issues or concerns.

Our compensation program is designed to encourage management of risk within our appetite and discourage inappropriate risk-taking and conduct relative to our customers, by offering incentive compensation awards to our executives and employees designed, in part, to reward appropriate conduct relative to our customers. Specifically, we balance our incentive awards between fixed and variable compensation; cash and equity-based compensation; and annual and long-term compensation. We base awards to Section 16 officers on the Compensation Committee’s assessment of a variety of quantitative and qualitative performance measurements, both on an absolute and a relative basis. Likewise, the CEO, in consultation with senior management, performs a similar assessment for non-Section 16 employees. Compensation decisions also rely on discretion to consider other factors, such as effective risk management, commitment to delivering a superior customer experience, compliance with controls and ethical duties, competition for top talent, market-based pay levels and the need to attract and engage our leaders.

The Board believes that the Company’s enterprise-wide risk management process is effective since it includes the following material components: (i) enables the Board and senior management to assess the quality of the information it receives; (ii) enables the Board and senior management to monitor the businesses, investments and financial, accounting, regulatory and strategic considerations of F.N.B. and its subsidiaries, and the risks that they face; (iii) enables the Board to oversee and assess how senior management evaluates risk; and (iv) provides the Board appropriate oversight perspective to assess the quality of the Company’s enterprise-wide risk management process.

Highlights of portions of our Corporate Governance Guidelines, as well as some of our corporate governance policies, practices, procedures and related matters are as follows:

We encourage you to visit our corporate website at www.fnbcorporation.com under the “About Us” tab, selecting the “Investor Relations and Shareholder Services” option and scrolling to the “Corporate Governance” heading for additional information about our Board, its committees, our Corporate Governance

Guidelines, our Code of Ethics, our Code of Conduct and our Audit, Nominating and Corporate Governance, Risk, Executive, Credit Risk and CRA, and Compensation Committee Charters. We also include additional information on these topics in other sections of this proxy statement.

Effective and meaningful strategies relative to ESG matters and employee engagement, welfare and inclusion are critical components of our efforts to manage our company for the long term and remain a trusted and respected company by our four key constituencies: shareholders, customers, communities, and employees. F.N.B. communicates information about its ESG and employee engagement, welfare and inclusion initiatives through a variety of means, including reports and presentations, regulatory filings,

press releases and direct engagement with our shareholders, customers, employees and communities, in our efforts to remain responsive to the concerns of our key constituencies. The following discussion highlights important 2017 ESG and employee engagement, welfare and inclusion initiatives, commitments and achievements which reflect on how we build and maintain trust and credibility as a company that people want to work for, invest in, do business with, and be proud to have as a part of their community.

As we strive to make our Company a fulfilling place to work, we listen to our employees to build upon our programs and resources to enhance their experience,

help them deepen their skill sets and further develop their careers with us. We focus our human capital management efforts on key areas, including:

Background. As a company that has securities listed on the NYSE, a majority of the members of our Board must be independent. Under the NYSE’s corporate governance standards, no director qualifies as independent unless our Board affirmatively determines that the director has no “material relationship” with F.N.B. The fact that a director or member of a director’s immediate family may have a material relationship with F.N.B. directly, or as a partner, owner, shareholder, or officer of an organization that has a relationship with F.N.B., will not necessarily preclude such director from being nominated for election to our Board. In assessing director independence, the Board must consider all relevant facts and circumstances in determining whether a material relationship exists. This portion of the proxy statement describes the NYSE independence standards for directors and the categorical independence standards that our Board adopted to guide it in evaluating director independence. The types of material relationships that the Board may consider under the NYSE and F.N.B. independence standards include commercial, legal, industrial, banking, business, consulting, accounting, charitable and family relationships.

The NYSE’s bright-line independence tests. The NYSE established director independence requirements in order to increase the quality of Board oversight at listed companies and to lessen the possibility that damaging conflicts of interests will influence Board decisions.

Some of the relationships that are deemed to automatically impair a director’s independence under NYSE’s “bright-line” tests include the following:

More detail regarding the NYSE’s bright-line director independence tests, including the explanatory commentary, may be found at the NYSE’s website at www.nyse.com. The NYSE’s corporate governance standards do not define every relationship that may be considered by our Board to be material for purposes of determining a director’s independence.

F.N.B. Corporation categorical standards of director independence. In addition to the NYSE bright-line independence standards, F.N.B. has adopted categorical independence standards. F.N.B. categorical independence standards are described in its Corporate Governance Guidelines which may be found on our website at www.fnbcorporation.com under the “About Us” tab, selecting the “Investor Relations and Shareholder Services” option and scrolling to the “Corporate Governance” heading. The categorical independence standards define certain ordinary course of business transactions and other relationships that F.N.B.’s Board has concluded would not cause a director to cease to be independent. F.N.B.’s categorical standards include the following:

In applying the NYSE and F.N.B. categorical independence standards, an “immediate family member” includes a director’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone who resides in such director’s home.

All relevant facts and circumstances. Our Corporate Governance Guidelines require that our Board “broadly consider all relevant facts and circumstances” especially in particular situations not covered by the NYSE bright-line independence standards or our categorical independence standards.

As required by the NYSE’s corporate governance rules, we will disclose any relationship that a director has with us that is not consistent with either the NYSE bright-line independence standards or our categorical independence standards in this proxy statement.

On February 21, 2018, our Board, with the assistance of the Nominating Committee, conducted an evaluation of F.N.B. director independence based on the director independence standards set forth in the F.N.B. Corporate Governance Guidelines, the NYSE corporate governance standards, and applicable SEC rules and regulations. As a result of this evaluation, our Board

affirmatively determined that each of Directors Bena, Campbell, Chiafullo, Dively, Hormell, Malone, Martz, McCarthy, Mencini, Motley, Nicholas, Stanik and Strimbu is an independent director. Additionally, our Board affirmatively determined that former director Ms. Laura Ellsworth, who resigned from our Board on September 30, 2017, also was an independent director.

In making these determinations, the Board considered various categories of transactions, relationships and arrangements that existed between each independent director and the Company or its subsidiaries, including, but not limited to, business, legal, family and charitable. The following chart reflects relationships between F.N.B and each independent director, such director’s spouse and immediate family members (Personal or Family Relationships), and related interests, including a

company or charitable organization of which such director or the director’s spouse is, or was, during 2017, a partner, officer, director, employee, or in which the director or the director’s spouse holds a significant ownership position (Affiliated Entity Relationships). All of these transactions meet our Board guidance on independence (i.e., made in the ordinary course of business, not preferential and fair market value, and involving normal risk of collectability).

Customer Relationships. We provide financial services to most of our directors. We also provide financial services to some of their immediate family members and affiliated entities. We offer these services in the ordinary course of our business. We provide the services on substantially the same terms and conditions, including price, as we provide to other similarly situated customers.

Credit Relationships. We also extend credit to some of our directors and their immediate family members and affiliated entities. Federal Banking law (Regulation O) governs these extensions of credit. We have incorporated the Regulation O requirements as part of the F.N.B. categorical independence standards.

Business/Law Firm Relationships. We may also have other business relationships or professional services

arrangements with entities affiliated with our directors or their immediate family members. These relationships are in the ordinary course of business. During 2017, the law firms with which Director Chiafullo and former Director Ellsworth are associated provided legal services to F.N.B. or FNBPA and received aggregate legal fees of $330 and $63,100, respectively. Director Chiafullo and former Director Ellsworth were not personally involved in providing such legal services, and former Director Ellsworth was reassigned from the Compensation Committee shortly after her law firm was engaged. Additionally, Director Chiafullo’s law firm frequently represents borrowers in lending transactions and, from time to time, represents borrowers in transactions where FNBPA is a lender. Director Chiafullo is not personally involved in providing legal services to these clients and any associated legal fees are paid out of the borrower’s loan proceeds, as is

customary practice. Under his law firm’s procedures, Mr. Chiafullo is restricted from access to information regarding the borrower’s transaction with FNBPA and he does not receive any compensation related to such transactions. Under his law firm’s procedures, Mr. Chiafullo is restricted from access to information regarding the borrower’s transaction with FNBPA and he does not receive any compensation related to such transactions. The Board determined that such relationships are not material.

Also during 2017, Heeter, a commercial printing company where Director Bena serves as Vice President of Finance, provided printing services to subsidiaries of F.N.B. and received fees of approximately $500,000, or less than 2% of Heeter’s gross revenues for 2017. Heeter is one of five printing vendors employed by F.N.B.’s subsidiaries across their markets and has served as a printing vendor since 2010, pre-dating Director Bena’s assumption of her position at Heeter in April 2017. Director Bena does not receive special compensation from Heeter related to the business relationship between F.N.B. and Heeter and was not identified as a potential director nominee through such business relationship.

Certain Charitable Contributions. We make contributions to charitable organizations where our directors serve as directors or trustees or have other affiliations with the charity. Such contributions, donations and grants are in accordance with our applicable policies and practices.

As part of FNBPA’s community reinvestment outreach initiative, during 2017, FNBPA donated $100,000 to Imani Christian Academy, a Pittsburgh-based nonprofit organization that offers an alternative to the public education system, particularly for minority children from under-performing school districts. This donation is eligible for a 90% Pennsylvania tax credit which will reduce overall Company expense. Former Director Ellsworth is Chair of the Academy’s Board of Directors.

Additional transactions, relationships and arrangements that were considered by the Board are disclosed under Related Person Transactions.

Our Board affirmatively determined that Mr. Gurgovits (former CEO), Board Chairman Delie (current CEO), former Director Gary Nalbandian (former Chair and CEO of Metro Bancorp, Inc., (Metro) who retired from our Board on February 28, 2017) and former Director Scott M. Custer (former Chair and CEO of Yadkin Financial Corporation (Yadkin) who retired from our Board on March 24, 2017) are not independent under the NYSE corporate governance standards and F.N.B.’s categorical director independence standards by virtue of their former (Mr. Gurgovits) or current employment (CEO Delie) with the Corporation or the change in control compensation they received in connection with their former leadership roles with companies acquired by F.N.B. (see discussion under Related Persons Transactions).

Our Board conducted six executive sessions in 2017, of which two were attended by all directors and the CEO, two were attended exclusively by independent directors

and two were attended exclusively by non-management directors. William B. Campbell, our Lead Director, presided at all executive sessions.

Our Board believes that each director’s equity ownership in the Corporation should be aligned with the Corporation’s shareholders. Accordingly, our Corporate Governance Guidelines require each of our directors to have beneficial ownership of the lesser of 40,000 shares of Corporation common stock (or common stock

equivalent) or $400,000 in value of the Corporation’s common stock (or common stock equivalent). The Corporation’s director stock ownership requirement is progressively phased in over a six-year period. As of March 30, 2018, each F.N.B. director is in compliance with the stock ownership requirement.

Shareholders or other interested parties may send communications to our Board, the independent directors as a group, the Board Chairman, any committee chair, and/or any individual director, including our Lead Director, by addressing such communications to the Board, c/o Corporate Secretary, F.N.B. Corporation, One North Shore Center, 12 Federal Street, Pittsburgh, Pennsylvania 15212. The

Corporate Secretary, or his designee, will promptly forward all such communications submitted and addressed in this manner to the members of our Board or any designated individual director or directors, as the case may be. Our Corporate Secretary will forward all shareholder communications with the Board or individual directors without prior screening by the Corporate Secretary or any other employee.

Section 16(a) of the Securities Exchange Act of 1934 (Exchange Act) requires our executive officers and directors, as well as certain persons who beneficially own 10% or more of our common stock, to file reports of their ownership of our securities, as well as statements of changes in such ownership, with the SEC. To our knowledge, based solely on written representations received from our executive officers

and directors and copies of the statements of ownership changes furnished to us by our executive officers and directors during 2017, we believe that all such filings required during 2017 were made on a timely basis. We do not have any shareholders who own 10% or more of our common stock who are required to file reports under Section 16(a) of the Exchange Act.

We have adopted a written policy formalizing the manner in which we review a proposed transaction involving the Company and any of our directors, any director nominees, any executive officers, any 5% or greater shareholder or any immediate family member of the foregoing (related persons) because of the possibility of a conflict of interest. A copy of this “Policy with Respect to Related Person Transactions” is posted on our website at www.fnbcorporation.com under the “About Us” tab, selecting the “Investor Relations and Shareholder Services” option and scrolling to the “Corporate Governance” heading. Under our policy, all proposed related person transactions except for (i) transactions generally available to all employees or shareholders of the Company, and (ii) compensatory transactions consistent with the plans, policies and decisions approved by the Company’s Board of Directors or Compensation Committee, must receive the prior approval of the Nominating Committee of our Board before we can take part in the transaction, and if such transaction continues for more than one year, the Nominating Committee and Board must annually approve the transaction. For purposes of this policy, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company or any of its subsidiaries was, is or will be a participant, and the amount involved exceeds $120,000, and a related person had, has or will have a direct or indirect material interest. The category of related persons generally consists of the Company’s Directors, director nominees and executive officers, holders of 5% or more of the Company’s common stock, immediate family members of the foregoing persons and any entity owned or controlled by the foregoing persons.

Mr. Gurgovits’ son is the former employee and managing director of F.N.B. Capital Corporation, LLC, a merchant banking subsidiary of the Corporation. Due to the uncertainty as to whether the F.N.B. Capital investment activities would continue to be permissible under the final Dodd-Frank Volcker rules, Mr. Gurgovits’ son, along with the other F.N.B. Capital principals, resigned from F.N.B. Capital effective July 31, 2013. Mr. Gurgovits’ son and his fellow principals established a new company called Tecum Capital Partners, as a Small Business Investment Company licensed by the U.S. Small Business Administration (SBIC Fund) in 2013. Mr. Gurgovits’ son and the other principals are the sole owners of Tecum Capital Management (Tecum), the general partner of the SBIC Fund. In view of the detailed knowledge and experience that the Tecum principals had with respect to the F.N.B. Capital

investment portfolio, F.N.B. Capital entered into an asset management agreement whereby Tecum manages the F.N.B. Capital investment portfolio for a quarterly fee based on the amount of assets under management. The economics and terms of the asset management arrangement were agreed to pursuant to an arms-length negotiation between F.N.B. Capital and Tecum. In 2017, F.N.B. Capital made total payments to Tecum of approximately $52,813 in fees pursuant to terms of the asset management advisory arrangement.

In addition, as of December 31, 2017, as anchor investor, F.N.B. committed to invest an aggregate amount of $14,700,000 (representing a 21.94% equity interest) in the SBIC Fund, subject to the same material terms and conditions as those of other co-investors in the SBIC Fund. The SBIC Fund has 61 co-investors, including six non-affiliated bank investors. The total commitment of all investors in the SBIC Fund is $66,900,000. Mr. Gurgovits has a 0.75% equity investment in the SBIC Fund. Mr. Gurgovits is on the SBIC Fund Board of Advisors and the fund’s Investment Committee. F.N.B. had a net book value of funded commitments at December 31, 2017, of $14,032,029 after investing $12,191,054 into the SBIC Fund (leaving a remaining unfunded commitment of $2,508,946).

Mr. Gurgovits and members of his immediate family also have co-invested an aggregate of $140,000 in a portfolio company of F.N.B. Capital on the same terms negotiated by F.N.B. Capital.

Also during 2017, Heeter, the commercial printing company where Director Bena serves as Vice President of Finance, provided printing services to subsidiaries of F.N.B. and received fees of approximately $500,000.00, or less than 2% of Heeter’s gross revenues for 2017. Heeter is one of five printing vendors employed by F.N.B.’s subsidiaries across their markets and has served as a printing vendor since 2010, pre-dating Director Bena’s assumption of her position at Heeter in April 2017. F.N.B. uses a competitive bidding and evaluation process in selecting printing firms for large-scale projects. Director Bena does not receive special compensation from Heeter related to the business relationship between F.N.B. and Heeter, and was not identified as a potential director nominee through such business relationship. Also, Heeter Printing has aggregate outstanding loans in the amount of approximately $5.7 million with FNBPA which are performing in accordance with their terms. The Board determined that such relationship is not material.

Gary Nalbandian, the former Chairman, President and CEO of Metro Bancorp, Inc., was elected to the F.N.B. Board of Directors, effective February 12, 2016, upon consummation of the merger by which F.N.B. acquired Metro. In connection with the completion of the merger and related transactions, Mr. Nalbandian received approximately $2.4 million in 2016 as a change in control payment, as well as immediate vesting of all unvested incentive compensation awards, including equity awards, and is entitled to (i) continuation of disability and life insurance benefits until three years after completion of the merger; (ii) medical insurance coverage for Mr. Nalbandian and his dependents during his lifetime; (iii) directors’ and officers’ liability and fiduciary liability insurance coverage until six years after completion of the merger; and (iv) customary rights to indemnification and advancement of expenses with respect to actual or threatened third party claims. Additionally, FNBPA leases 4,744 square feet in a local business center from NN&S Associates, of which Mr. Nalbandian is a partner. FNBPA utilizes this leased space as a storage facility. The lease was originally entered into by NN&S Associates and FNBPA’s predecessor by merger, Metro Bank, on November 1, 2006, and was renewed by FNBPA, as successor to Metro Bank, in 2016 (the monthly lease amount at the time the lease expired was $5,161.05) for another five-year term that will expire on October 31, 2021. Under the terms of the lease arrangement, Mr. Nalbandian and his family members received approximately $44,164 in lease payments in 2017.

Scott Custer, the former Chairman, President and CEO of Yadkin, was elected to the F.N.B. Board of Directors, effective March 11, 2017, upon consummation of the merger by which F.N.B. acquired Yadkin. In connection with the completion of the merger and related transactions, Mr. Custer received approximately $2.0 million, which included change in control, pro-rated bonus (including vesting of prior equity awards),

healthcare benefits and life/disability benefits, and a distribution of shares of F.N.B. common stock then valued at $3,751,578.34 from a rabbi trust previously established by Yadkin. F.N.B. also must provide Mr. Custer with directors’ and officers’ liability and fiduciary liability insurance coverage for a period of six years after completion of the merger and customary rights to indemnification and advancement of expenses with respect to actual or threatened third party claims. Mr. Custer entered into a one-year term Consulting Agreement which commenced on March 11, 2017 (effective date of the F.N.B.-Yadkin merger), which provided for Mr. Custer to furnish services to assist F.N.B. with the retention of employees and customers and to meet with customers for purposes of obtaining business. In exchange for his services under the consulting arrangement, F.N.B. was to compensate Mr. Custer in the annual amount of $600,000 netted against his F.N.B. director compensation. Mr. Custer resigned from the F.N.B. Board, effective March 24, 2017. Mr. Custer terminated the Consulting Agreement effective as of his March 24, 2017, resignation from the F.N.B. Board. Mr. Custer was paid $12,676.61 under the Consulting Agreement for his consulting services between March 11, 2017, and March 24, 2017.

In the ordinary course of our business, we have engaged and expect to continue engaging in ordinary banking transactions with our directors, executive officers, their immediate family members and entities in which they hold a position or ownership interest, including loans to such persons. Any loan to those persons or entities was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time such loan was made as loans made to persons who were not related to us. These loans do not involve more than the normal credit collection risk and do not present any other unfavorable features.

The members of the Compensation Committee (“Committee”) during 2017 were Directors Ellsworth, Hormell, Malone, Motley, and Stanik. Mr. Hormell joined the Committee in October, at which time Ms. Ellsworth left the Committee. Neither we nor FNBPA has ever employed any member of the Committee. No such member has, during our last fiscal year, any relationship with us requiring disclosure under Item 404 of Regulation S-K or under the Compensation Committee Interlocks disclosure requirements of Item 407(e)(4) of Regulation S-K. We have determined that the Committee members are independent under the NYSE corporate governance standards, and are non-employees under the meaning of Rule 16b-3 under the Exchange Act. Our Board has delegated to the Committee the responsibility of setting the compensation of our directors, CEO, Chief Financial Officer (“CFO”) and Section 16 officers. The Committee met 9 times in 2017.

Authority and Responsibilities

The Committee administers our executive compensation programs, including the oversight of executive compensation policies and decisions, administration of our equity incentive plan and the annual cash incentive award plan applicable to Section 16 officers. The Committee administers and interprets our qualified and non-qualified benefit plans, establishes guidelines, approves participants in the non-qualified plans, approves grants and awards, and exercises other power and authority required and permitted under the plans and its Charter. The Committee also reviews and approves executive officer, including CEO, compensation, including, as applicable, salary, short-term incentive and long-term incentive compensation levels, perquisites and equity compensation. The Committee Charter reflects its responsibilities and the Committee reviews the Charter annually and recommends any proposed changes to the Board. A copy of the Committee Charter is available at our website, at www.fnbcorporation com under the “About Us” tab, selecting the “Investor Relations and Shareholder Services” option and scrolling to the “Corporate Governance” heading.

Delegation

From time to time, and subject to statutory and regulatory limitations, the Committee may delegate authority to fulfill various functions of administering the

Company’s plans to our employees. Currently, it delegates administration of our qualified plans to the Pension Committee, a committee of our senior officers who have the appropriate expertise, experience and background in handling defined benefit and defined contribution plans.

Independent Compensation Consultant

The Committee engaged an independent compensation consultant, McLagan, an AON company (Consultant), to assist with evaluating our compensation practices and to provide ongoing advice and recommendations regarding CEO, NEO and director compensation that are consistent with our business goals and pay philosophy. The Consultant is not affiliated with us. The Committee selected the Consultant for, among other reasons, its reputation for providing comprehensive solutions to complex compensation challenges facing companies and specific expertise in the financial services industry. In addition to services provided to the Committee, with the permission of the Committee, the Consultant provided advice and analysis to us regarding compensation practices of our mortgage department. In addition to McLagan, an AON affiliate, Radford, provided accounting services to us related to our long-term incentive plan and the valuation of the Yadkin stock options. The Committee has reviewed all services provided by the Consultants in 2017, and has determined that they are independent with respect to SEC standards.

The Consultant reported directly to the Chairman of the Committee. In performance of its duties, the Consultant interacted with our CEO, CFO, Executive Vice President, Human Resources and other employees. The CEO had various discussions with the Consultant related to our compensation programs, philosophy and Peer Group. Additionally, the CEO regularly attended Compensation Committee meetings and discussed with the Consultant and the Committee members, both during meetings and outside meetings, the appropriate base salary and short-term and long-term compensation of the Section 16 officers. The CFO regularly attended meetings of the Committee to discuss Company performance relative to the short-term and long-term plans versus peers. In addition, the Consultant communicated with, took direction from, and regularly interacted with the Chairman of the Committee and other members of the Committee in addition to attending Committee meetings on an as-needed basis.

Overview

We have designed our compensation programs to align strong corporate performance and total compensation. We review our philosophy and our compensation programs annually to ensure that we are being competitive in attracting and retaining the appropriate executive talent, while maintaining good corporate governance practices. In determining executive compensation for 2017, the Committee considered the overwhelming support that the “Say-On-Pay” proposal received at our May 2017 Annual Meeting of Shareholders (2017 Annual Meeting) pertaining to 2016 compensation and the related Compensation Discussion and Analysis disclosure of 2016 compensation and certain 2017 items. Over 96% of the shareholders who voted on our proposal supported our compensation program. As a result, the Committee continued to apply the same effective principles and philosophy it has used in previous years in determining executive compensation and will continue to consider shareholder input and future advisory votes. We have provided an advisory vote to shareholders on an annual basis consistent with the frequency vote first supported by the shareholders at our 2011 Annual Meeting of Shareholders and again at our 2017 Annual Meeting. In addition to ongoing shareholder engagement discussions in 2017, following the 2017 Annual Meeting we conducted an outreach program directed to our largest shareholders to seek input regarding our executive compensation and governance practices. Furthermore, our CEO and CFO will continue to frequently meet with shareholders and prospective investors, while our Investor Relations Department will remain continually available to shareholders in order to ensure adequate methods to receive shareholder sentiment. In addition to peer-based performance comparisons, shareholder and investor relations are regularly discussed at our scheduled Board meetings.

Board Engagement

The Board plays a key role in the oversight of the Company’s strategy and commitment to engaging in a proactive outreach with our investors. The Board, as a group or as a subset of one or more directors, meets throughout the year with the Company’s senior executives, shareholders, regulators and organizations interested in our strategy, performance, corporate governance, or business practices. The board receives periodic updates from senior executive management regarding investor relations and shareholder

engagement at each Board meeting and offers advice and counsel regarding such engagements.

Engagement and transparency with our shareholders helps the Company to gain useful feedback on a wide variety of topics. This information is shared regularly with the Company’s management and the Board and is considered in the processes that set the governance practices and strategic direction for the Company. Shareholder feedback also helps us to better tailor the public information we provide to our shareholders and other interested parties.

The Company routinely interacts and communicates with shareholders in a number of forums, including quarterly earnings presentations, SEC filings, the Annual Report and proxy statement, the annual meeting, industry conferences and other investor communications. Discussions preceding our annual meeting are usually focused on specific issues related to the proxy statement while discussions at other times of the year cover a broader range of topics, including our strategy and financial results and corporate governance matters.

In 2017, shareholder outreach activities included participation in more than 100 shareholder engagement discussions, covering shareholders representing in the aggregate more than 35% of our outstanding common stock, similar to our 2016 outreach program; presentations by senior management multiple investor conferences; and numerous in-person meetings in cities across the U.S. between members of senior management and existing and prospective domestic and international investors and other interested parties. Engagement topics included:

In addition, following our 2017 Annual Meeting, we reached out to our largest shareholders and two proxy advisory firms, ISS and Glass Lewis, specifically to review our executive compensation program and discuss any concerns they may have regarding it or our governance practices. As a result, we conducted a series of calls and in-person meetings during which we received valuable investor input regarding the design and disclosure of our executive compensation program, which was instrumental in the Compensation Committee’s decision to modify the Company’s long-term incentive plan to incorporate two performance metrics, as discussed in more detail in the Compensation Discussion and Analysis. This round of dialogue with our investors also provided beneficial insights on a number of the other topics listed above.

Shareholders and interested parties who wish to contact our Board of Directors, any Board member, including the Lead Independent Director, any committee chair, or

the independent directors as a group, may mail their correspondence to: F.N.B. Corporation, Attention (name of Board member(s)), c/o Corporate Secretary’s Office, One North Shore Center, 12 Federal Street, Suite 503, Pittsburgh, PA 15212, or e-mail the Office of the Secretary at FNBCorporateSecretaryOffice@fnb-corp.com.

Corporate Performance

In 2017, we reported net income available to common stockholders of $191.2 million, an increase of 17% from 2016. On an operating basis, our 2017 net income available to common stockholders was $282.2 million, or 50% higher than 2016. Our 2017 operating earnings per diluted common share increased 3.3% to $0.93. As the charts below demonstrate, we have grown rapidly while simultaneously remaining profitable and efficient. This combination positions us to meet our long-term growth objectives in order to create shareholder value.

The following accomplishments during 2017 were key to our success and should serve us well moving forward:

We have concentrated on moving F.N.B. into markets with more opportunities. During the previous 5 years, under our Chairman’s leadership, we have grown organically and by acquisition, with our acquisition strategy focused on attractive metropolitan markets. Specifically, we acquired financial services franchises in the contiguous markets of Baltimore, Maryland, and Cleveland, Ohio, through whole bank acquisitions, while expanding our presence in both Harrisburg and Pittsburgh, Pennsylvania, through both whole bank and branch acquisitions. Most recently in March 2017, we

expanded into the highly attractive market of North Carolina, including Charlotte, Raleigh, and the Piedmont Triad (Winston-Salem, Greensboro and High Point) through the completion of the largest transaction in the history of F.N.B. We have a proven track record for gaining market share and significantly increasing scale as a result of our acquisition strategy. Through our acquisitions, we continue to produce strong financial returns by focusing on expanding our core competencies in the new and expanded markets. Our acquisition activity has resulted in significant growth in profits and changes in our overall financial results in a short period of time, including the impact of merger-related items on our financial results.