UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  þ☑

Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

		March 31, 2017

Dear Shareholder:

We will hold our Annual Meeting of Shareholders at 3:00 p.m., Eastern Daylight Time, on Wednesday, May 20, 2015,17, 2017, in the Great Room at theThe Regional Learning Alliance located at 850 Cranberry Woods Drive, Cranberry Township, Pennsylvania 16066.

At our Annual Meeting, our shareholders will act on the following matters: (i) election of fifteen (15)fourteen (14) director nominees named in the accompanying proxy statement to our Board of Directors; (ii) adoption of an advisory (non-binding) resolution to approve the 20142016 compensation of our named executive officers; (iii) adoption of an advisory (non-binding) resolution on the frequency of future shareholder advisory votes to approve compensation of our named executive officers; (iv) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm; (iv) approval and adoption of the Amendment of the F.N.B. Corporation 2007 Incentive Compensation Plan;firm for 2017; and (v) any other matter that is properly presented at our Annual Meeting in compliance with our bylaws.

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

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

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

As always, our directors, management and staff thank you for your continued interest in and support of F.N.B. Corporation.

Vincent J. Delie, Jr.

Vincent J. Delie, Jr. President and Chief Executive Officer

April 1, 2015

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that F.N.B. Corporation will hold its 2015 Annual Meeting of Shareholders at 3:00 p.m., Eastern Daylight Time, on Wednesday, May 20, 2015, in the Great Room at the Regional Learning Alliance located at 850 Cranberry Woods Drive, Cranberry Township, Pennsylvania 16066. At our Annual Meeting, our shareholders will vote on the following proposals:

Proposals:

Only shareholders of record as of the close of business on March 11, 2015,8, 2017, are entitled to notice of and to vote at our Annual Meeting.

How to Vote

It is important that your shares be represented and voted at our Annual Meeting.Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided or vote via the Internet at www.envisionreports.com/fnbwww.proxyvote.com (and entering the Control Number provided on your proxy card) or by telephone at 1-800-652-8683,1-800-690-6903, whether or not you expect to attend our Annual Meeting in person.

We have included our 20142016 annual report to shareholders with this notice and accompanying proxy statement.

April 1, 2015March 31, 2017

Pittsburgh, Pennsylvania

TABLE OF CONTENTS

2017 Proxy Statement_| i

ii _| F.N.B. Corporation

One North Shore Center

12 Federal Street

Pittsburgh, PA 15212

PROXY STATEMENTProxy Statement

Our proxy statement contains information relative to our Annual Meeting of Shareholders to be held on Wednesday, May 20, 2015,17, 2017, beginning at 3:00 p.m., Eastern Daylight Time, in the Great Room at theThe 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 April 1, 2015,March 31, 2017, we commenced the distribution of our proxy statement and the accompanying proxy card to our shareholders of record as of March 11, 2015.8, 2017. We will bear all costs of preparing and distributing our proxy materialmaterials 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:

ABOUT OUR ANNUAL MEETINGAbout Our Annual Meeting

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 Regan & Associates, Inc.,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:

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VOTINGVoting

Who is entitled to vote at our meeting?

Our Board has set March 11, 2015,8, 2017, as the record date for our Annual Meeting. Only holders of record of our common stock of record 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 4944.

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

What is a quorum?

On our March 11, 2015,8, 2017, our record date, we had 173,853,183211,310,919 shares of common stock outstanding. Under FloridaPennsylvania 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 properly completedsigned and dated proxy card, vote via the Internet, 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 castat 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. Street name holders may need to take additional precautions to ensure that their vote counts. We discuss the mechanics of approvingvote 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, 3 and 4, if you desire to abstain, you must check the “Abstain” box on your proxy card, or select the appropriate option when voting by Internet or telephone.

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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 directors’ 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 directors’ 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 2015)2017), 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.Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

The frequency (i.e., Every Year, Every Two Years or Every Three Years) which receives the highest number of votes cast by shareholders will be considered by us as the shareholders’ recommendation as to the frequency of future shareholder advisory votes to approve the compensation of our named executive officers. 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 4.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 2015.2017. This will bematter 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.

Proposal 4.Adopt and Approve the F.N.B. Corporation 2007 Incentive Compensation Plan

A majority of the votes cast will be required to approve the F.N.B. Corporation 2007 Incentive Compensation Plan, as Amended (the “Amended Plan”). This item will be considered a non-routine item. As a non-routine item, 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.

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 11, 2015,8, 2017, record date, we had 173,853,183210,790,974 shares of our common stock outstanding, 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 in an account at a bank or brokerage firm (that is, 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:

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*Proxies submitted via the Internet or telephone must be received by 1:00 a.m.11:59 p.m., Eastern Daylight Time on May 20, 2015,16, 2017, 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 via the Internet 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 via the Internet or by telephone. If your bank or brokerage firm is participating in one of these programs, your proxy card will contain instructions for voting online or by telephone. If your proxy card does not reference Internet 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?” above), 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 11, 20158, 2017 (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 copy of a brokerage statement reflecting your ownership of F.N.B. stock as of the March 11, 2015,8, 2017, 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 are nothold your shares in an account at a “record holder” on the company’s books,bank or brokerage firm, evidence of ownership of our common stock as of the record date (such as a brokerage account statement). 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 theF.N.B.

4 _| F.N.B. Shareholder Services address located on the last part of the proxy statementCorporation

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 via the Internet or by telephone at a later date, 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.firm for 2017. All of 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:to election of our directors;directors, the advisory non-binding resolution to approve the 20142016 compensation of our named executive officers;officers and the approval and adoptionadvisory non-binding resolution on the frequency of the Amended 2007 F.N.B. Corporation Incentive Compensation Plan.future shareholder advisory votes to approve compensation of our named executive officers.

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

If you participate in the F.N.B. Corporation Progress Savings 401(k) Plan (“401(k) Plan”) or either the Baltimore County Savings Bank Employee Savings Plan (“BCSB 401(k) Plan”) or the Baltimore County Savings Bank Employee Stock Ownership Plan (“BCSB ESOP”), which we assumed by virtue of our acquisition of BCSB Bancorp, Inc. (“BCSB”) on February 15, 2014, or either the OBA Bank 401(k) Plan (“OBA 401(k) Plan”) or the OBA Bank Employee Stock Ownership Plan (“OBA ESOP”), which we assumed by virtue of our acquisition of OBA Financial Services, Inc. (“OBA”) on September 19, 2014, 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, and Principal Financial Group, trustee of the BCSB 401(k) Plan and BCSB ESOP, OBA 401(k) Plan and OBA ESOP, 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 a.m., Eastern Daylight Time, on Friday, May 15, 2015.12, 2017.

In the case of the 401(k) Plan, the BCSB 401(k) Plan, the BCSB ESOP, the OBA 401(k) Plan and the OBA ESOP, 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 a.m., Eastern Daylight Time, on Friday, May 15, 2015,12, 2017, 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, Mr. Stephen J. Gurgovits, will serve as Chair of our Annual Meeting and call the meeting to order. As Chair of our Annual Meeting, Board Chairman Gurgovits 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 Gurgovits 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, who is our Chief Legal Officer and Corporate Secretary, at (888) 981-6000 and ask to be connected to extension 3435.

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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. We have made a delivery method forAt your request, we will “household” your proxy materials, called “householding” available to our shareholders. If you consent to “householding,”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. Please refer to the section titled, “Other Matters — Householding of Proxy Materials” at the end of this proxy statement for more information regarding “householding.”

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 26, 2015.23, 2017.

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 Regan & Associates, Inc.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 $27,500$17,500 including out-of-pocket expenses. Regan & Associates, Inc.Laurel Hill Advisory Group, LLC may be contacted at (800) 737-3426.888-742-1305.

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.

6 _| F.N.B. Corporation

ProposalPROPOSAL 1. Election of DirectorsELECTION OF DIRECTORS

General Information Regarding Director Nominees

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 fifteen (15)fourteen (14).

Directors

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. Each ofIf 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.

Identification and Evaluation of Director Nominees

Our Nominating and Corporate Governance Committee identifies potential directorsdirector 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 20162018 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 re-election.reelection. In evaluating existing directors or new candidates (including any candidates who may be recommended by a shareholder), our Nominating and Corporate Governance Committee and Board assess the incumbent director’s performance (including evaluation of annual director self-assessment results), the needs of the Board, the conduct of each Director’s financial affairs and the other relevant qualifications of each director candidate. Moreover, in evaluating the suitability of prospective Board members, our Nominating and Corporate Governance Committee and Board take into account

many factors, detailedincluding those in our Company bylaws and Corporate Governance Guidelines including(e.g., each director candidate’s general understanding of banking, finance and other disciplines relevant to the success of a publicly traded financial services company in today’s business and regulatory environment; compatibility with our culture; understanding of our business; educational and professional background; personal accomplishment; adherence to the standards set forth in the F.N.B. Corporate Governance Guidelines and Code of Conduct; and geographic, gender, age, racial, ethnic and other diversity considerations.considerations). Please see the section titled “Biographical Information Concerning Director Nominees” for more information on each of our director nominees.

Since the 20142016 Annual Meeting, the F.N.B. Board elected Mr. Robert A. Hormell and Ms. Heidi A. NicholasScott M. Custer to the Board. Both Mr. Hormell and Ms. Nicholas had previously served onCuster was formerly the Chairman of the Board, President and Chief Executive Officer of DirectorsYadkin Financial Corporation (“Yadkin”). Mr. Custer was identified as a candidate for election to the F.N.B. Board through the Nominating and Corporate Governance Committee’s evaluation of the Company’s subsidiary, FNBPA. In additionmembers of the Yadkin Board who expressed interest in joining the F.N.B. Board as provided under the terms of the Agreement and Plan of Merger between F.N.B. and Yadkin, dated as of July 20, 2016 (the “Merger Agreement”). Under the Merger Agreement, F.N.B. had agreed to assessing their respective performances aselect one current member of the Yadkin Board to the F.N.B. and FNBPA directors, bothBoards of Directors.

F.N.B. CEO Delie initially reviewed the qualifications of each Yadkin Board member who expressed an interest in being elected to the F.N.B. Board and consulted with the Nominating and Corporate Governance

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Committee in connection with recommending Mr. HormellCuster to the committee. The Nominating and Ms. Nicholas wereCorporate Governance Committee reviewed Mr. Custer’s qualifications and conducted an in-person interview with Mr. Custer. On October 17, 2016, Mr. Custer was evaluated by ourthe Nominating and Corporate Governance Committee under the above-described suitability criteria. The Nominatingcriteria and Corporate Governance Committee nominatedthis committee unanimously voted to recommend the election of Mr. Hormell and Ms. Nicholas for electionCuster to the F.N.B. Board on December 17, 2014, andBoard. On October 19, 2016, the F.N.B. Boardand FNBPA Boards reviewed the committee’s recommendation and unanimously voted to elect Mr. Hormell and Ms. NicholasCuster to the BoardF.N.B. and FNBPA Boards, effective upon the consummation of the F.N.B.-Yadkin merger. Mr. Custer joined the F.N.B. and FNBPA Boards upon completion of the merger on the same day, with an effective date of January 1, 2015.March 11, 2017.

Current Directors and Nominees for Election at Our Annual MeetingCURRENT DIRECTORS AND NOMINEES FOR ELECTION AT OUR ANNUAL MEETING

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 Mses. Ellsworth and Nicholas and Messrs. Campbell, Chiafullo, Delie, Gurgovits, Hormell, Malone, Martz, McCarthy, Mencini, Motley, Rooney, Stanik Strimbu and WahlStrimbu with terms expiring at our 20162018 Annual Meeting and upon election and qualification of their respective successors.

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Biographical Information Concerning Director Nominees

Relevant biographical information concerning each of our director nominees for election at our Annual Meeting may be found below, including a brief discussion of the specific experience, qualifications, attributes or skills that led to our Board’s conclusion regarding each director nominee’s qualification to serve on our Board in light of our business and structure. As a result of January 1,a corporate governance and risk management initiative undertaken in 2015, followingwhich included the creation of a reorganizationcombined board structure, or interlocking directorate, for the Company and FNBPA, each of our director nominees also serves on the board of directors of our principal bank subsidiary, FNBPA, to streamline and further strengthen the governance and oversight processes of the Company and FNBPA, all of our director nominees also serve on the board of directors of FNBPA.

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

James D. Chiafullojoined our Board in October 2012 and is a member of our Nominating and Corporate Governance Committee and our Risk Committee. Mr. Chiafullo has served on the FNBPA Board since October 2014Credit Risk and serves on the FNBPA Executive and Loan Committees.CRA (Community Reinvestment Act) Committee. Mr. Chiafullo is a shareholder/director with the Cohen & Grigsby, P.C. law firm in Pittsburgh, Pennsylvania. Mr. Chiafullo is a member of the Cohen & Grigsby Business Group and chairs the firm’s Commercial Finance Group. Earlier in his tenure with Cohen & Grigsby, Mr. Chiafullo served for three years as the firm’s Vice President-Technology during which time he was principally responsible for the development and implementation of the firm’s technology services, business continuity plans and cybersecurity protective measures. In this role, Mr. Chiafullo had oversight of the development and implementation of fully redundant servers in a hardened site outside of the firm’s principal office location. Mr. Chiafullo led a team of twelve IT specialists who regularly conducted specialized testing and retesting for vulnerability from outside incursions. In addition to leading his firm’s technology and cybersecurity efforts, Mr. Chiafullo worked with law enforcement agencies and security specialists in connection with his firm’s representation of major U.S. retailers who have experienced significant data breaches, and regularly advises corporate clients on matters related to data privacy and cybersecurity threats. Prior to joining the Cohen & Grigsby law firm, Mr. Chiafullo was a partner for over ten years with the Thorp Reed & Armstrong, LLP law firm in Pittsburgh (now known as Clark Hill PLC), and was in-house counsel with Gulf Oil Corporation in Houston, Texas. The focus of Mr. Chiafullo’s law practice is finance, corporate governance, general corporate, securities,

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commercial and real estate law, shareholder disputes, lender liability, mergers and acquisitions, and Sarbanes-Oxley compliance, and regulatory requirements that apply to publicly traded companies. Mr. Chiafullo’s clients operate in a variety of industries, including financial institutions, general contractors, real estate developers, physicians, manufacturers, specialty contractors, television stations, geotechnical engineers, franchisors and franchisees.

Since 2004, Mr. Chiafullo has received recognition numerous times fromThe Best Lawyers in America publication for his accomplishments in corporate law and mergers and acquisitions. Moreover, in 2013, Mr. Chiafullo was selected as a “leader in law” practitioner in the area of commercial finance by the prestigiousChambers USA which uses a rigorously independent methodology to identify the best lawyers in the United States by practice area. Mr. Chiafullo frequently lectures and publishes articles on various current issues concerning corporate, finance and franchise law.

Mr. Chiafullo is currentlywas the Chairman of the Board of the National Association of Corporate Directors (NACD) Three Rivers chapter.Chapter from 2008 to June 2015. He continues to serve on the Board of NACD Three Rivers. He has served on the Board of Directors of the Epilepsy Foundation of Western/Central Pennsylvania since 20001998 and is the chair of the governance and nominating committee. Mr. Chiafullo is active with the Pittsburgh Foundation as Director of The Chiafullo Family Fund, and with the Verland Foundation as counsel, and through committee service work and fundraising activities, as well as in service leadership roles with various other social and non-profit organizations related to his profession and his community.

The breadth of Mr. Chiafullo’s corporate and transactional legal experience along with his particular focus in the areas of corporate governance, regulatory compliance and finance provide him the necessary background to assist the F.N.B. Board with the myriad of challenges faced by publicly traded financial services companies in today’s economic and regulatory environment. With his extensive hands-on experience working with sophisticated technology systems and his legal work involving a major U.S. retailer in connection with cybersecurity threats and breaches, Mr. Chiafullo possesses the requisite background to offer the Board insight into these critical issues facing the industry. Mr. Chiafullo’s extensive and varied legal experience provides the F.N.B. Board and its Nominating and Corporate Governance Committee and FNBPA Credit Risk and CRA Committee with the essential experience and background to help it to properly evaluate the governance, business, financial, regulatory and risk issues that the Corporation confronts on a regular basis.

Vincent J. Delie, Jr. Vincent J. Delie, Jr., has been our is President and CEO of F.N.B. Corporation and First National Bank. F.N.B. is a memberdiversified financial services company based in Pittsburgh, Pennsylvania, with total combined assets of our Executive Committee since 2012. nearly $30 billion and more than 400 locations.

F.N.B. and its affiliates provide a full range of products and services including commercial and consumer banking, trust, wealth management, insurance and brokerage. As a result of the recent Yadkin acquisition, the Company is one of the 50 largest banks and thrifts in the United States and operates in eight states and seven major metropolitan statistical areas.

Mr. Delie joined usF.N.B. in 2005 as President and CEO of the company’sCompany’s Pittsburgh Region. During his early career at F.N.B.,Beginning in 2008, he was promoted into a number of key executive leadership roles, including Chief Revenue Officer andOfficer; President of the Banking Group, (2008) where he was largely responsible for all revenue producingrevenue-producing lines of business including commercial banking, consumer banking and wealth management.management; and President and CEO of First National Bank. In 2011, Mr. Delie served as President of FNBPA beginning in 2009 and asbecame President of F.N.B. Corporation and in 2012 he was additionally named CEO and elected to the Board of FNBPA beginning in 2011. He alsoDirectors. Mr. Delie serves Ex Officio onas Chair of our Executive Committee and as ex officio of the FNBPA LoanCredit Risk and CRA Committee.

Under Mr. Delie’s leadership, the CorporationCompany has experienced unprecedented growth, nearly doublingtripling its market capitalization and producing significant revenue growth and consecutive linked quarter loan growth.expanded profitability. Despite the difficult economic environment, this was accomplished in large part through the execution of a unique business model centered on organic growth, strategic acquisitions employee engagement and strong risk management. In the Pittsburgh Metropolitan Statistical Area, Mr. Delie guidedmetropolitan statistical area, F.N.B. has grown to a topnumber three retail deposit market share position and to the number twoa leading market share position in Small Business and Middle Market Banking according to Greenwich Associates. Since Mr. Delie assumedBanking. Today, F.N.B. is the rolesecond largest bank based in the city of PresidentPittsburgh by total assets.

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An industry-leading expert on mergers and CEO, F.N.B. has deployed its successful business model in additional metropolitan markets and has completed five successful acquisitions, since April 2013. Also, during his tenure as our CEO, Mr. Delie has established and significantly enhanced our market share in both of the Baltimore, Maryland, and Cleveland, Ohio banking markets. In all, Mr. Delie has played an integral leadershipa significant role in the completion and seamless integration of 1114 bank acquisitions for F.N.B. Upon assuming the role of President and CEO, F.N.B. expanded into major metropolitan markets and has completed seven acquisitions since April 2013. F.N.B. maintains a significant retail deposit market share position in Baltimore, Maryland, Cleveland, Ohio, and Pittsburgh, Pennsylvania, and, with the completion of the Yadkin acquisition, now holds top retail deposit share in Raleigh-Durham, the Piedmont Triad and Charlotte in North Carolina.

Mr. Delie has nearly 30 years of extensive experience in the financial services industry which includes executive roles at National City Bank in addition to capital markets and investment banking positions held at several prominent financial institutions. Mr. Delie earned a degree in Business Administration and Finance from the Penn State Smeal College of Business.

Active in the community and the financial services industry, he currently serves as Chairman of the Advisory Board for the Watson Institute and as a member of the Board of Directors of the Pennsylvania Economy League of Southwestern Pennsylvania, Team Pennsylvania, the United Way of Allegheny County and the Allegheny Conference on Community Development. Mr. Delie is also involved in a number of trade associations including the Pennsylvania, Maryland, and West Virginia Bankers Associations; the American Bankers Association, where he serves on the American Bankers Council and the Government Relations Council Administrative Committee; and the Pennsylvania Business Council.

Mr. Delie has received a number of honors, including the Society of Industrial and Office Realtors^® Industrialist of the Year Award in recognition of his contributions to economic, cultural and civic development in Western Pennsylvania. He also received the prominent Adam Smith Distinguished Leadership Award in 2015 from EconomicsPennsylvania. Under Mr. Delie’s leadership, the CorporationFNB has also been recognized as an employera recipient of choice.Greenwich Associates Excellence in Banking Awards for six consecutive years, receiving ten national and regional awards in 2016 for client satisfaction in Middle Market and Small Business Banking. Also, under Delie’s leadership, F.N.B. has earned topbeen honored as a leading workplace awards by two separate publicationsa total of 14 times based on employee feedback, and in 2016 he was recognized for leadership in the Pittsburgh region for four consecutive years, includinglarge company category by the number one ranking for Large Companies on thePittsburgh Post-Gazette’s list of “Pittsburgh’s Top Workplaces 2014.” F.N.B. has also received numerous awards from Greenwich Associates and has been recognized as a Sm-All Star by Sandler O’Neill + Partners, L.P.

Workplaces. Mr. Delie has nearly 30 years of extensive experience in the financial services industry, which includes executive roles at National City Bank (Pittsburgh, PA) in addition to capital markets and investment banking positions held at several prominent financial institutions. Mr. Delie earned a degree inalso made multiple appearances onPennsylvania Business Administration and Finance from The Pennsylvania State University. He currently serves as ChairmanCentral’s ranking of the Advisory Board for the Watson Institute (non-profit educational organization for children with special needs) and as a member of the Board of Directors of the Pennsylvania Economy League of Southwestern Pennsylvania, the United Way and The Duquesne Club (city club) where he serves as Treasurer. Mr. Delie is also involvedTop 100 People in a number of trade associations including the Pennsylvania, Maryland, and West Virginia Bankers Associations, the American Bankers Association, where he serves on the American Bankers Council, and the Pennsylvania Business Council.Central Pennsylvania.

Laura E. Ellsworthjoined our Board in January 2013, and is a member of our Compensation Committee. Ms. Ellsworth has served on the FNBPA Board since January 2015. Ms. Ellsworth is the former Partner-In-Charge of

the Jones Day law firm’s Pittsburgh, Pennsylvania office.office and currently serves as the firm’s Partner-In-Charge of Global Community Service Initiatives. Ms. Ellsworth has practiced law for over 30 years, during which she developed a highly regarded reputation for her legal accomplishments across a wide range of complex litigation matters, including her involvement in landmark decisions involving toxic torts, commercial disputes, productsproduct liability, insurance, intellectual property, employment and ERISA.the Employment Retirement Income Security Act of 1974 (ERISA). Ms. Ellsworth is listed inThe Best Lawyers in Americafor her commercial litigation skills, was recognized by the prestigiousChambers USA in 2009 as a “leader in law,” and was most recentlyhas been recognized as one of the top female litigators in Pennsylvania by thePennsylvania Law Weekly.Weekly. Moreover, Ms. Ellsworth has published articles and legal treatises as well as beingand has been a featured speaker on a wide variety of legal topics including litigation, disclosure, Sarbanes-Oxley and the regulatory environment. In view of Ms. Ellsworth’s considerable achievements, the United States District Court for the Western District of Pennsylvania appointed her to its Advisory Committee for the Study of Rules and Practice, and she also served as co-chair of the Federal Judicial Selection Commission.Commission for the United States District Court for the Western District of Pennsylvania. In addition, Ms. Ellsworth was appointed by the Federal Third Circuit Court of Appeals to serve as a member of the judicial selection committee for the U.S. Bankruptcy Court for the Western District of Pennsylvania.

Ms. Ellsworth is also actively involved in a wide range of important community, civic and non-profit activities, including as Chair of the Chamber of Commerce of Greater Pittsburgh and past Vice Chair of the Allegheny Conference on Economic Development. Ms. Ellsworth’s non-profit board service includes the Senator John Heinz

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History Center, the McCune Foundation, Imani Christian Academy, and the Magee Women’s Research Institute and Foundation. Ms. Ellsworth chaired the American Heart Association’s “Go Red for Women” campaign in 2010 and chaired the United Way’s Women’s Leadership Council in 2011.

Ms. Ellsworth’s extensive legal experience, especially with respect to complex and challenging legal issues, coupled with her high-level advisory role with the federal courts and her dedication to important civic and community initiatives, provides her with the necessary background to make significant contributions to the Corporation’s Board and its Compensation Committee.

Stephen J. Gurgovitswas elected Chairman of our Board in January 2012, and has been an FNBPAa director on our Board since 1981. Mr. Gurgovits served as our CEO in every year from 2004 until January 2012, and is Chairmana member of our Executive Committee. Mr. Gurgovits also is Chairman ofCommittee and the FNBPA Board. In addition, Mr. Gurgovits is Chairman of FNBPA’s Executive CommitteeCredit Risk and a member of its LoanCRA Committee. Throughout his lengthy tenure with the Company, Mr. Gurgovits has served the Company and FNBPA in various retail, commercial banking and executive capacities. Under Mr. Gurgovits’ leadership as CEO, the Company grew from approximately $4 billion in asset size in 2004 to $11.6 billion by the time he retired as CEO in 2012. In view of Mr. Gurgovits’ extensive knowledge of, and experience with the Company and FNBPA, he has served as an important “sounding board” for senior management as well asand provided a valuable perspective in connection with our acquisition and growth strategies. From 2013 until August 2014, Mr. Gurgovits served on the boardBoard of directorsDirectors of Hampton Roads Bankshares, Norfolk, Virginia (publicly-held bank holding company), and served as a member of the company’s compensation committeeits Compensation Committee and the nominatingNominating and governance committee. Governance Committee.

Mr. Gurgovits authored a well-recognized lending primer, “Financing Small Business.” Mr. Gurgovits’ leadership experience includes his service as the chairman of the Pennsylvania Bankers Association (“PBA”) from 2003 to 2004, a director of the American Bankers Association (“ABA”) from 2005 through 2008, and a member of the American Bankers Council. In leading the PBA and ABA, Mr. Gurgovits gained invaluablevaluable experience working with large financial institutions and community banks, along with national and state policymakers, legislators and regulators, for the purpose of vigorously advocating that financial regulations serve the competitive interests of banks and other financial institutions and their customers. Mr. Gurgovits’ leadership positions with the PBA and the ABA are indicative of his reputation in the financial institutions industry. This experience, coupled with his Board and executive leadership experience with F.N.B., make him an integral component of our Board. Mr. Gurgovits completed the Graduate School of Banking at the University of Wisconsin. In addition, Mr. Gurgovits is a recognized leader in regional economic development and currently serves or previously served on the boards of various educational, developmental and health care organizations, including Penn-Northwest Development Corporation and as a director on the boardsBoards of the Christian Buhl Legacy Trust and the Community Foundation of Western Pennsylvania and Eastern Ohio. Mr. Gurgovits is

President of the F.H. Buhl Trustees, a community-centered non-profit organization offering recreational, social, fitness and educational programs for families in Mercer County, Pennsylvania. Mr. Gurgovits serves onis a member of the Board of Trustees of the Youngstown State University Foundation, board, which is dedicated to promoting the university’s endowment and supportsupporting its educational mission.mission, and also serves as a member of its Investment Committee. Mr. Gurgovits also serves on the Board of Directors and as a member of the Compensation Committee of the Joy Cone Company. Mr. Gurgovits’ lengthy and significant experience with F.N.B. and its affiliates for more than five decades, including his operational, financial, executive and industry leadership roles, qualify him for service as our Board Chairman, and as Chaira member of our Executive Committee and the FNBPA Credit Risk and CRA Committee.

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Robert A. Hormelljoined both the Corporation Board and re-joined the FNBPA Board in January 2015 (he previously served on the FNBPA Board from 2008 through October 2014). Mr. Hormell serves as a member of our Nominating and Corporate Governance Committee and on the FNBPA LoanCredit Risk and CRA Committee. Mr. Hormell possesses over 35 years of experience in regional, economic and community development, having worked from 1973-2006 with the SEDA-CouncilSusquehanna Economic Development Association (SEDA)-Council of Governments, a large public development organization which serves 11 counties located in central Pennsylvania havingand an aggregate population of approximately 675,000close to one million people. The focus of Mr. Hormell’s work with the SEDA-Council of Governments included promoting and assisting the development of comprehensive initiatives designed to create jobs, promote small businesses, enhance public transportation and procure financing for large public infrastructure and regional projects, including water, sewer, rail lines and industrial parks. During his tenure with the SEDA-Council of Governments, Mr. Hormell developed an extensive and significant network of governmental, municipal, business, community and civic contacts and established relationships with various communities and government leaders across the Commonwealth of Pennsylvania. Mr. Hormell authored a significant report titled, “New Frontiers for Pennsylvania’s Heartland,” which has contributed to community and governmental policy-related discussions regarding Pennsylvania’s aging infrastructure. In addition, Mr. Hormell has extensive experience serving financial institutions including as a director of Omega Financial Corporation, a publicly-held bank holding company based in State College, Pennsylvania, and its principal subsidiary Omega Bank (2004-2008; acquired by F.N.B. in 2008), where he also served on the Executive, Compensation and Loan Committees of the holding company, and as a director of Sun Bancorp, Inc., a publicly-held bank holding company based in Sunbury, Pennsylvania(1994-2004), where he also served as Chairman of the Board of Directors and on the company’s Executive and Compensation Committees.

Since 2003,From 2003-2016, Mr. Hormell has beenwas a member of the Board of Trustees of Presbyterian Senior Living (PSL), a large multi-faceted senior care organization with facilities serving 4,100 individuals in three states. He served as the PSL Board Chair from 2010-2011 and currently servesserved on a number of related PSL corporate boards. Additionally, Mr. Hormell servesserved on the National Policy Congress for Leading Age, a national advocate for improved senior care. Mr. Hormell’s vital contributions to local communities include his past service with the Delaware Township Planning Commission, Union-Snyder Agency of Aging, Inc., the Lycoming County Health Improvement Coalition, Pennsylvania Rural Development Council Board of Directors and Executive Committee, Milton Area YMCA Board and the Central Pennsylvania Health Systems Agency Board.

Mr. Hormell offers the Corporation a unique background, which includes not only previous financial institution board service and community and governmental advisory experience, but also his cultivation of numerous and varied governmental, community and civic contacts. In addition, Mr. Hormell serves as an advocate on issues related to senior housing and medical care, and has a fundamental understanding of challenges attendant to economic and regional development within Pennsylvania. Mr. Hormell’s background positions him to make significant contributions to the continued success of F.N.B., particularly within the localcentral Pennsylvania communities in which the Corporation’s principal subsidiary, FNBPA, operates. Mr. Hormell’s extensive knowledge and leadership experience qualifies him for service on our Board and our Nominating and Corporate Governance Committee and the FNBPA Credit Risk and CRA Committee.

David J. Malonehas been a director since 2005, is Interim Chair of our Compensation Committee and is a member of our Audit Committee and Executive Committee. Mr. Malone has served on the FNBPA Board since January 2015. Mr. Malone has been the President and CEO of Gateway Financial Group, Inc. (“Gateway Financial”), a financial services firm located in Pittsburgh, Pennsylvania, that specializes in administering and designing insurance portfolios for high net worth persons and businesses, since January 2005. Prior to Mr. Malone’s appointment as President and CEO of Gateway Financial, he served as that company’s chief financial officer from January 1, 1994 to

December 31, 2004. Mr. Malone’s many years of executive leadership and financial experience with Gateway Financial provide him with substantial experience in analyzing and performing financial strategic planning, which in turn, enhances his value to our Board and our Audit and Compensation Committees.

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Mr. Malone was a former board member of Pennsylvania Capital Management, Inc., a board member of Highmark, Inc. (healthcare insurer located in Pittsburgh, Pennsylvania), including having served on Highmark’s compensationCompensation and audit committees,Audit Committees, and a former board member of Northside Deposit Bank (Pittsburgh,NSD Bancorp, Inc. (publicly held bank holding company based in Pittsburgh, Pennsylvania; acquired by F.N.B. in 2005), including serving as a member of that bank’s auditcompany’s Audit and executive committees.Executive Committees. In addition, during his career, Mr. Malone has been extensively involved in civic, academic, healthcare, cultural and community organizations whose principal mission is to improve business, medical care, educational and cultural opportunities in Western Pennsylvania. Mr. Malone’s experience in the financial sector and his prior board experience, along with his demonstrated community involvement, qualify him for our Board, and specifically for our Executive and Audit Committees and to lead our Compensation Committees.Committee.

D. Stephen Martzhas been a director since 2008. He is ChairmanChair of our Audit Committee and serves on our Executive Committee Risk Committee and PricingRisk Committee. Mr. Martz was an FNBPA director from 2008 until 2012 and re-joined the FNBPA Board in January 2015. Mr. Martz has spent more than 50 years in the banking and financial services industry and, more significantly, he spent more than 3940 years in multiple director and executive roles with banks and financial institutions. Mr. Martz’s high levelhigh-level executive and director experience includes positions at Omega Financial Corporation, a publicly-held bank holding company in State College, Pennsylvania (acquired by F.N.B. in 2008), where he was Director, President and Chief Operating Officer; Hollidaysburg Trust Company, where he was Chairman, President and CEO; and Penn Central Corporation, a bank holding company, where he was Director, President and CEO. After 40 years of board service, Mr. Martz is chairmanretired as Chairman of the boardBoard of Nason Hospital (over 400 employees) located in Roaring Spring, Pennsylvania. Mr. Martz has been a member of that hospital’s board for over almost four decades.continues to chair the Nason Hospital Foundation. In addition, Mr. Martz serves as a trustee of Lycoming College in Williamsport, Pennsylvania, and for over 30 years has been chair of that college’s investmentInvestment and nominating committees.Nominating Committees. Mr. Martz has been a key participant in the Lycoming College fundraising leadership team and is primarily responsible for the continued success of the growth of the college’s endowment fund. Since 1976, Mr. Martz has been on the Board of the John R. Wald Company, Inc., a manufacturer of digitized license plate systems, and currently serves as its Chairman. He previously served as a member of the Hollidaysburg Boro Planning Commission. Mr. Martz’s executive experience, his extensive career in the banking industry and his lengthy board service in the health care, manufacturing, civic and educational sectors, have prepared him well to advise our Board, Executive Committee and Risk Committee, as well as to lead our Audit Committee, in light of the broad range of complex financial, operational, risk, regulatory and business challenges faced by F.N.B. and its affiliates.

Robert J. McCarthy, Jr.joined our Board in January 2012, and serves as Interim Chair of our Risk Committee. Mr. McCarthy has served onCommittee and is a member of the FNBPA Board since January 2015.Executive Committee. Mr. McCarthy had served as the President and CEO and as a director of Parkvale Financial Corporation (“Parkvale”), a publicly held savings and loan holding company, (“Parkvale”)formerly located in Monroeville, Pennsylvania, since 1989 (and as Vice Chairman of Parkvale’s Board since 2002) and as the President and CEO and as a director of Parkvale’s principal subsidiary, Parkvale Savings Bank, since 1984 until their acquisition by F.N.B. in January 2012. Mr. McCarthy also served as Chairman and President of each of the following former Parkvale Savings Bank’s subsidiary corporations: Parkvale Mortgage Corporation; PV Financial Services, Inc.; and Renaissance Corporation.

Mr. McCarthy’s banking and financial services career spans more than four decades in various retail, financial, accounting and executive capacities, including serving as Chief Executive Officer of one of the largest financial institutions in the Pittsburgh, Pennsylvania market. Mr. McCarthy’s executive responsibilities at Parkvale included oversight of the company’s strategic planning, risk management and business development. Mr. McCarthy’s prior leadership experience includes his service as a Director and Chairman of the Pennsylvania Association of Community Bankers to which he was inducted into their Hall of Fame in September, 2013, as well as a Director, Vice Chairman and Finance Committee Chairman with the Federal Home Loan Bank of Pittsburgh. In addition to his extensive business and financial experience, Mr. McCarthy was also a licensed

Certified Public Accountant

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and earned his MBA degree from George Washington University in Washington, D.C. Mr. McCarthy’s extensive operational, financial, executive and industry experience (including as a long-time board member) in the financial services industry, as well as his knowledge of director responsibilities, qualifies him for service on our Board, the Executive Committee, and theto lead our Risk Committee.

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

Mr. Mencini is active in the Washington, D.C. metro area with several non-profit boards and committees. He is an active volunteer with Inova Health System ($3 billion non-profit healthcare system), Team Ashburn Synchronized Skating (Washington Figure Skating Club), United Way, Special Olympics, and the Loudoun County Public Schools. Mr. Mencini earned his Bachelor of Science Degree in Accounting and Finance from The Pennsylvania State University, and his Master of Business Administration Degree from Harvard Business School.

As an experienced CPA with extensive audit, regulatory compliance, and business consulting experience, coupled with significant experience growing and leading an entrepreneurial business enterprise, including developing strategies to grow customers and profits, Mr. Mencini is uniquely qualified to serve on our Board and, specifically, to serve as a vital resource for our Audit Committee, Nominating and Corporate Governance Committee and Risk Committee. His deep and varied public accounting experience and his background in internal controls and regulatory compliance matters are extremely valuable to F.N.B. as the company becomes increasingly complex. Likewise, Mr. Mencini’s in-depth experience with providing direction to heavily-regulated financial and healthcare firms relative to assessing data security risks and developing effective response and remediation plans, enable him to offer our Board knowledgeable and strategic insight to F.N.B. regarding the dynamic and ever-increasing focus on the cybersecurity environment. His long career and many business contacts and relationships in the Mid-Atlantic market (including Baltimore, Maryland, one of F.N.B.’s important growth markets), will also be of great value to the Company. Additionally, Mr. Mencini’s strategic advisory perspective, along with his extensive experience advising businesses on operational, technological, financial, and client development matters, provides him with practical experience to assist with many of the broader challenges currently confronting the industry. As we move forward, Mr. Mencini will be a key resource for F.N.B. in overseeing and providing counsel on critical risk management, audit and Board governance matters.

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David L. Motleyjoined our Board in August 2013 and is a member of our Audit Committee, Compensation Committee. Mr. Motley has served on the FNBPA Board since October 2014Committee and also serves on the FNBPA LoanRisk Committee. Mr. Motley is currently Senior Managing Director of the Life Sciences Practice withof Headwaters SC (“HWSC”) headquartered in Sewickley, Pennsylvania, a position he has held since 2011. HWSC offers advice and counsel to privately-held life sciences companies on strategic and executive development initiatives. Mr. Motley transitioned from his corporate career into advisory services in 2010 when he successfully bridged repeat engagements with Kleiner Perkins Caufield & Byers, a venture capital firm based in Palo Alto, California, into a combination of both fee-based and equity-based assignments.

Mr. Motley is also a General Partner with BlueTree Venture Fund a(a venture fund based in Pittsburgh, Pennsylvania, focused on early-stage life science and related ITIT-related opportunities at the Series B stage of funding.funding) and a General Partner with Acclivity Development, LLC (a real estate development company focused on Pittsburgh’s urban infill opportunities). During Mr. Motley also serves as a board member for Optimal Strategix Group, a 50-person firm providing customer insights, analytics and market strategies for Fortune 500 companies across multiple industries, based in Newtown, Pennsylvania. During the previous four years of Mr. Motley’s 30-year corporate career, he held positions of progressive responsibility, in the medical device industry, including most recently in 2009 as Vice President and General Manager at Covidien, Inc. (a medical device company) located in Mansfield, Massachusetts, where his principal responsibilities were franchise management, portfolio management and strategy for its $2 billion portfolio of surgical products. Mr. Motley served as Vice President and General Manager at Respironics, Inc. (a medical(medical device company) located in Pittsburgh, Pennsylvania, from 2006 through 2008, securing white space opportunities via acquisitions, equity/convertible debt investments and licensing. During his tenure with Respironics, Mr. Motley was Director, Corporate Strategic Planning, leading the strategic planning process for all of Respironics’ businesses and, during that time, the company grew from $800 million to $1.4 billion prior to its acquisition by Philips in 2008. Prior to 2006, Mr. Motley held various executive and management positions with large multinational corporations. Mr. Motley was the recipient of the University of Pittsburgh Swanson Engineering School 2016 Distinguished Alumni Award.

In addition, Mr. Motley has significant experience serving as a director on various non-profit, charitable, foundation and educational organizations, including: Vice Chair, Strategy Committee for Heritage Valley Health Systems, a $400 million community hospital system based in Sewickley, Pennsylvania; University of Pittsburgh Coulter Foundation Oversight Committee, Commercialization Initiative; University of Pittsburgh Swanson School of Engineering; Manchester Craftsman’s Guild (Pittsburgh-based community organization); and the National Center for Arts and Technology (Pittsburgh-based arts foundation).

With over three decades of working and consulting with corporate and business leaders regarding strategic development and implementation and executive counseling for more than 40 businesses in the United States across multiple industry sectors, Mr. Motley offers a unique perspective for the Corporation’s strategic planning processes and executive leadership development. Moreover, since the previous ten years of Mr. Motley’s career have been spent in the heavily regulated life sciences sector, he is especiallyspecially positioned to be sensitive to the heightened financial services regulatory environment that F.N.B. must navigate in order to succeed. Mr. Motley’s background and experience preparesenables him to make significant contributions to F.N.B.’s Board.our Board and the Audit, Compensation and Risk Committees.

Heidi A. Nicholas joined the Corporation Board in January 2015 and re-joined the FNBPAour Board in January 2015 (she previously served on the FNBPA Board from 2012 through October 2014). Ms. Nicholas is a member of our Audit Committee and Risk Committee. Ms. Nicholas is a Principal (since 2001) in Nicholas Enterprises, a State College, Pennsylvania, firm that engages in the development and management of commercial andmulti-tenant residential real estate. Prior to becoming a Principal with Nicholas Enterprises,estate in Central Pennsylvania. Ms. Nicholas served with various financial firmsbegan her business career in senior managementthe Financial Institutions Group at Dean Witter Reynolds and key leadershiphas also held positions with high-levelat Cargill, Inc., Houlihan, Lokey, Howard & Zukin, and Pacific Telesis Group, where she was Executive Director of Corporate Development. Her responsibilities includinginvolved structuring and negotiating mergers, acquisitions and divestitures, investor relations, communications with

institutional investors, oversight of finance and accounting operations, coordinating transactiontransactional activities, financial advisory and valuation analysis, and the development and structuring of complex transactions. Ms. Nicholas’ broad and extensive financial and residential real estate experience will offeroffers the Corporation a valuable perspective and a solid foundation with which to advise and assist our Board and management with respect to the valuation of mergers and acquisitions, shareholder relations, the

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commercial and residential real estate industry, and critical finance and accounting considerations. Also, Ms. Nicholas has been involved in various civic and community organizations in the State College, Pennsylvania area.area, including Board positions with the Girl Scouts in the Heart of PA and the Centre County Community Foundation, where she previously served as Chair, and Chair of the Finance and Audit Committees. We believe that Ms. Nicholas’ experience in the commercial and multi-family residential real estate industry, and her significant and comprehensive finance and complex transaction experience and skills, will make her an important contributor to the F.N.B.our Board and enable her to be a strong contributor and provide significant insight to the Audit Committee and Risk Committee.

Arthur J. Rooney, IIwas first elected to our Board in 2006 and is a member of our Nominating and Corporate Governance Committee. Mr. Rooney has served on the FNBPA board since January 2015. Prior to joining our Board, Mr. Rooney served on the boards of Northside Bancorp, Inc., and its subsidiary, Northside Deposit Bank, located in Pittsburgh, Pennsylvania (acquired by F.N.B. in 2005), and has accumulated over 20 years’ experience serving on financial institutions boards of directors. Since 1989, Mr. Rooney has been a co-owner and director of Pittsburgh Steelers Sports, Inc. (“PSSI”), which owns the Pittsburgh Steelers football team franchise. Mr. Rooney became President of PSSI in 2003. Before becoming President of PSSI, he also served as general counsel to the organization. During his tenure with PSSI, Mr. Rooney has been principally responsible for the operation of a professional football franchise and was instrumental in the design, development and financing plan for the Steelers’ home stadium, Heinz Field. Further, Mr. Rooney is a member of the Board of NFL Films, the NFL International Committee, the NFL Stadium Committee and the NFL Management Council. Mr. Rooney has been an attorney for more than three decades, including his current “of counsel” position with the Pittsburgh-based law firm of Buchanan Ingersoll & Rooney, P.C. His executive capacity with PSSI and his involvement in significant NFL matters, coupled with his diverse legal experience, demonstrate the scope and depth of the necessary experience that enables Mr. Rooney to help our Board strategically address complex operational and financial challenges. Mr. Rooney also serves on various charitable and civic boards, including United Way, Pittsburgh Public Theater, Senator John Heinz History Center, Children’s Museum of Pittsburgh and St. Vincent College. Mr. Rooney’s director, executive, legal, civic, charitable and operational experience qualify him to serve on our Board and on our Nominating and Corporate Governance Committee.

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

Mr. Stanik is actively engaged in the Greater Pittsburgh American Heart Association. Mr. Stanik was also selected by Ernst &and Young LLP as a national judge for its 2012 Entrepreneur of the Year.

Mr. Stanik’s extensive CEO, senior-level executive and board experience with a large public companycompanies enables him to offer the Corporation and its Board a unique combination of leadership, strategic and business planning and risk management skills. Moreover, Mr. Stanik’s prior experience as a public-company CEO and

director adds further benefit to the Board and its Audit Committee and RiskCompensation Committee in view of his extensive experience with investors, risk management and his full understanding of strategic considerations attendant to the Corporation’s expanding business growth opportunities and investment thesis.

William J. Strimbu has been a member of our Board since 1995 and serves on our Audit, Compensationas Chair of the FNBPA Credit Risk and Executive Committees. Mr. Strimbu has also been an FNBPA director since 1995CRA Committee and is Chairman of FNBPA’s Loan Committee andas a member of FNBPA’sour Executive Committee.and Nominating and Corporate Governance Committees. Mr. Strimbu is President of Nick Strimbu, Inc., a trucking company with common carrier authority. Mr. Strimbu’s responsibilities with Nick Strimbu, Inc. include strategic, financial and business planning and negotiations with customers, vendors and the Teamsters Union. He manages and responds to a myriad of financial and operational challenges faced by a company in a highly competitivehighly-competitive and rapidly changing industry. He also manages a real estate holding company and serves on the executive team of an economic development company. Mr. Strimbu has been a member of the board of directors of a regional community foundation since 1994 and is its Vice President. He has assisted the foundation’s management in growing the endowment of approximately 400 individual funds and $82 million in assets. He is also a co-founder of the Strimbu Memorial Fund which is a charity endeavor that was established in 1989. Since its inception, the Strimbu Memorial Fund has raised and granted millions of dollars to help local charitable organizations, economic development projects and needy individuals. The Strimbu Memorial Fund also grants leadership scholarship awards annually to high school students who excel in leadership, academics and work ethic. From 1997 to 2014, Mr. Strimbu was a director and served on the Audit Committee and as Chairman of the Board for Sharon Regional Health System, (“Health System”), a regional health care facility that employed over 1,800 professionals. Mr. Strimbu was instrumental in negotiating the transaction to sell the Health System at a favorable price which resulted in significant economic benefits for the localhis community. He now serves on the Christian H. Buhl Legacy Trust, which was formed to wind-down the operations and protect the proceeds from the sale of the Health System.institution. He is also a trustee of Teamsters #261 and Employer’s Welfare Fund. ThisFund, an entity which provides healthcare benefits for approximately 50 companies that provide insurance coverage toinsure over 1,700 people.1,500 lives. He also servesserved as Chairman of the “Voyager” Offshore Captive

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Insurance Group advisory board.board from 2013 through 2015, and still remains a board member. The Captivecaptive is a group consisting of approximately 50 trucking companies located throughout the United States whichStates. The group is underwritten by National Interstate Insurance Company, one of the largest truck and bus insurance companies in the country. Mr. Strimbu is also involved in numerous charitable organizations as well as various regional and national trade groups in the trucking industry. Mr. Strimbu’s executive and leadership experience in regional transportation, healthcare and philanthropic entities provide him a valuable perspective from which to contribute to our Board. We believe that Mr. Strimbu’s executive, operational, economic development, philanthropic and financial experience qualifies him to serve as a member of our Board, Chair of the FNBPA Credit Risk and our Audit, CompensationCRA Committee, and Executive Committees.

Earl K. Wahl, Jr. has beenas a member of our Board since 2002Executive Committee and is a member of our Nominating and Corporate Governance Committee. Mr. Wahl has served on the FNBPA Board since January 2015. From 1989 through 2009, Mr. Wahl was an owner

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Security Ownership of Directors and principal of J.E.D. Corporation, an environmental consulting firm. Over the course of his career, Mr. Wahl has served in an executive capacity and owned and operated various businesses involving mining, drilling, industrial contracting, restaurant, municipal water and environmental services. Mr. Wahl also has served for over 29 years on the boards of various financial institutions. Mr. Wahl’s experience with a wide range of diverse businesses, including financial institutions, along with his extensive environmental background, gives him relevant skills in working with our Board and overseeing the Corporation’s management. Mr. Wahl’s experience as an owner and operator of various companies provides our Board and management with a valuable perspective on environmental issues, risk management, shareholder value and customer relationships. Mr. Wahl’s diverse professional experience qualifies him to serve on our Board and on our Nominating and Corporate Governance Committee.

SECURITY OWNERSHIP OF DIRECTORS

AND EXECUTIVE OFFICERSExecutive Officers

The following table sets forth certain information as of the March 11, 2015,8, 2017, record date with respect to beneficial ownership of our common stock by: (i) each director and nominee; (ii) each currently employed Named Executive Officer (“NEO”) listed in the table entitled, “2016 Summary Compensation TableTable” under the section of this proxy statement entitled, “Executive Compensation and Other Proxy Disclosure,” and (iii) all directors and executive officers as a group. As of the record date, we had 174,221,626211,310,919 shares of common stock issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of the Company’s common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.

(6)

(5)

Includes 121,936 shares owned by the Fred Nicholas Marital Trust (Heidi(Ms. Nicholas is Co-Trustee) and 90,990 shares owned by Nicholas Family Limited Partnership.

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EXECUTIVE OFFICERSExecutive Officers

The table below lists the name of each current Executive Officer together with his position with the Company and his age. The table below does not include this information for CEO Vincent J. Delie, Jr. whose information is in the section of this proxy statement entitled Biographical“Biographical Information Concerning Director Nominees.”

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.

Gary L. Guerrieribecame 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.

John C. Williams, Jr.Robert M. Mooreheadbecame President of FNBPAour Chief Wholesale Banking Officer in January 2011.September 2015. From 20082011 through 2010,2015, Mr. WilliamsMoorehead served as President of FNBPA’s Pittsburgh Market 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. WilliamsMoorehead was Senior Vice President and Regional Chief Credit Officer for First Niagara Bank from 2009 through 2011. Mr. Moorehead began his 43-year career at Equibank and, subsequently, joined National City Bank, where he served as Executive Vice President and Group Manager of Corporate Banking.

Barry C. Robinson has served as our Chief Consumer Banking Officer since August 2015. As Chief Consumer Banking Officer, Mr. Robinson is responsible for Huntington National Bankleading the team which provides the full range of consumer financial products and its predecessor, Sky Bank.services to our customers. Mr. Williams began his 44-year career at Mellon Bank, and during his lengthy careerRobinson joined our Company in bankingJuly 2010 as Executive Vice President of our Consumer Banking operations, for which he has been involved in various executive capacities includinghad principal responsibilities for strategic planning lending, riskand oversight of the Company’s consumer retail operations, including leading the development of our digital banking platform. Mr. Robinson held several key leadership and executive positions with large regional banks, including being a regional leader in Cleveland, Ohio, of wealth management and business development.private banking for PNC Bank (January 2009 — June 2010) and National City Bank (August 2005 — December 2008), and head of corporate banking in Kentucky & Tennessee for National City Bank (February 2003 — August 2005).

Timothy G. Rubritz joined F.N.B. in November 2009 and has since served as our Corporate Controller, Senior Vice President and Principal Accounting Officer since November 2009.Officer. Mr. Rubritz is responsible for oversight and management of the Corporation’s accounting, purchasing, SEC and regulatory reporting and income tax activities. Mr. Rubritz has over 2930 years of accounting and financial experience with financial institutions. Prior

to joining F.N.B. Corporation, Mr. Rubritz was the Senior Vice President, Treasurer and Chief Financial Officer of Parkvale Financial Corporation and Parkvale Savings Bank from 1989 to November 2009. Mr. Rubritz’s public accounting career was with Coopers & Lybrand (now Pricewaterhouse Coopers), where he was employed from 1976 to 1985.

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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 30-year career as a financial services counsel with the Office of the Comptroller of the Currency (1984-1989), the Federal Home Loan Bank of Pittsburgh (1989-1991), Office of Thrift Supervision (1991-1993) and, prior to joining F.N.B., as business leader of the Financial Services Practice Group of a Pittsburgh-based law firm.

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OUR BOARD OF DIRECTORS AND ITS COMMITTEESOur Board of Directors and its Committees

Board Leadership Structure, Role in Risk Oversight and Corporate Governance

Based on an evaluation of its governance needs and the composition, skills and qualifications of the current directors, the Board believes that an appropriate leadership structure should include the following important characteristics: (i) the Board is comprised of a majority of independent directors; (only twodirectors (the current Board has only three non-independent directors out of seventeen)fifteen); (ii) the Board includes a lead independent director with specific duties since the current Board Chairman does not qualify as independent; (iii) regular executive sessions at periodic intervals consisting of independent and/or non-management directors (without management present) which are regularly conducted after F.N.B. Board meetings; and (iv) a robust annual Board, committee and individual director self-assessment process. The Board believes that its current leadership structure includes these four characteristics. The Board also believes that its leadership structure is flexible enough to adapt to evolving circumstances so that the Board may continue to maintain an effective role in the oversight of the Company’s risk management processes. The Board annually evaluates its structure and this assessment includes an evaluation of the Board, Board committees and individual directors.

Our Board is led by Mr. Gurgovits, who has served as our non-executive Board Chairman since January 2012. Upon determining that Mr. Gurgovits does not qualify as independent under the applicable NYSE rules by virtue of his prior service as the Corporation’s CEO, the Board also decided to designate an independent Lead Director. As provided in the Corporate Governance Guidelines, the independent directors designate the Lead Director for a one-year term. By election of the independent directors of the Board at the re-organizational meetingseach annual reorganization meeting of the Board, Mr. Campbell has served as the independent Lead Director since January 2012. The duties and responsibilities of the Lead Director are more fully described in our Corporate Governance Guidelines and include, but are not limited to, the following:

The Board oversees the Company’s CEO and other senior management in the competent and ethical day-to-day operation of the Company on a day-to-day basis 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. 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 atwww.fnbcorporation.com under the tab, “Corporate Structure,”“About Us — Investor Relations & Shareholder Services” and then clicking on the heading, “Corporate Governance.”Corporate Governance link.

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Our Board met 12eight times in 2014.2016. Each director attended at least 96.7%95.14% of the aggregate number of meetings of the Board and the respective committees on which such director served. We expect the members of our Board to attend our Annual Meeting as a matter of policy and all but one of our current Board members attended our 20142016 Annual Meeting.Meeting, with the exception of Mr. Custer who was not a director in 2016.

Board Committees

Our Corporation’s principal Board committees are itsserve as joint committees for both the Corporation and FNBPA and consist of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee (“Nominating Committee”) (collectively, “Standing Committees”). The Board has determined that during 2014 all directors who served as members of the Standing Committees (including their Chairs) during 20142016 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 and a Risk Committee. Each member of our Executive Committee has been determined by our Board to be independent except for Mr. Gurgovits (former CEO) and Mr. Delie (current CEO). Each of our Risk Committee members has been determined by our Board to be independent, except for former Director Gary L. Nalbandian (former CEO and Chair of Metro Bancorp, Inc.) who served on Risk Committee from March 1, 2016, until his resignation from the Boards of the Company and FNBPA on February 28, 2017. 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), and Mr. Delie (current CEO), who are the only two F.N.B. directors who were determined by the Board not to be independent. Each of our Risk Committee members has been determined by our Board to be independent. and Director Custer (former Yadkin Chair and CEO) (see “Director Independence Determinations” discussed later in this proxy statement). We identify the current members chairs and interim chairs of our Board and FNBPA committees in the table below.

(3)	Appointed Interim Chair of Compensation Committee on September 17, 2014, and served on the Executive Committee until May 21, 2014.

Executive Committee

The Executive Committee, consistent with FloridaPennsylvania law, and our bylaws and the committee charter, assists the Board by offering an efficient means of considering significant matters and issues including during intervals between regular meetings of our Board. The Executive Committee met 9four times in 2014.2016.

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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 13nine times during 2014.2016. The Board has determined that each member of the Audit Committee, Ms. Nicholas and Messrs. Malone, Martz, StanikMencini and Strimbu,Motley, qualifies 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 business and professional experience and financial background of Ms. Nicholas and Messrs. Malone, Martz, StanikMencini and Strimbu,Motley, 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 and the applicable federal bank regulatory requirements. We refer you to the Report of 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 8eight times in 2014.2016. The F.N.B. Board has affirmatively determined that each member of the Compensation Committee, members, Ms. Ellsworth and Messrs. Malone, Motley Strimbu and Goldstein (served through September 17, 2014),Stanik, qualifies under the NYSE 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 8ten times in 2014.2016. Each member of the Nominating Committee, Messrs. Campbell, Chiafullo, Hormell, Mencini and Strimbu, meets the criteria for independence under the NYSE rules.

Risk Committee

The Risk Committee’s principal responsibility is to assist the Board in 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. The Risk Committee met 6eight times in 2014.2016.

Credit Risk and CRA Committee

The purpose of the Committee is to oversee the credit and lending strategies and objectives of the Bank, including: (i) oversight of the 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

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defined under Regulation O) in accordance with applicable regulatory requirements; and (iv) oversight of the Bank’s Community Reinvestment Act (“CRA”) responsibilities, including the CRA Policy, fair lending, affirmative credit programs, community development and involvement, and compliance with technical requirements of the CRA. The Credit Risk and CRA Committee met nine times in 2016.

The Audit Committee, Compensation Committee, Executive Committee, Nominating Committee, Risk Committee and Credit Risk and CRA Committee responsibilities are described more fully within, and these Committees operate under written charters adopted by the Board. You may review these charters on our website atwww.fnbcorporation.comunder the tab, “Corporate Structure” by“About Us — Investor Relations & Shareholder Services” and then clicking on the heading, “Corporate Governance.”Governance” link. 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.

Code of Conduct / Conduct/Code of Ethics

The Company has a Code of Conduct that applies to all 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 each director and senior officer to certify that they understand their responsibilities under the Code of Conduct and that their conduct adheres to the standards set forth in the Code of Conduct. You may view copies of our Code of Conduct and Code of Ethics on our website atwww.fnbcorporation.com under the tab, “Corporate Structure,”“About Us — Investor Relations & Shareholder Services” and then clicking on the heading “Corporate Governance.”Governance” link. In addition, the Company will provide copies of its Code of Conduct and Code of Ethics, without charge, to any person upon a 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.

Risk Oversight

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 have identified seven major categories of risk: credit risk, market risk, liquidity risk, reputational risk, strategic risk, operational risk and regulatory compliance risk. 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 and safety and soundness.

The Company supports its risk management process through a governance structure involving its Board and senior management. The Board’s Risk Committee establishes risk tolerance limits for monitoring key business risks and helps senior management ensure that business decisions in the organization are executed within our desired risk profile. The Risk Committee has the following oversight responsibilities: (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 and operating risk (including technology, operational, compliance and fiduciary risks); and (iv) identification and implementation of risk management best

practices. The 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 the bank’s risk management. In addition, effective as of January 1, 2015, the Company reorganized theThe combined board of directors of FNBPA, electing each of its current members,structure, which includes each director nominee, toan interlocking directorate for the F.N.B. and FNBPA board. The new board structureBoards 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 CompanyCompany’s and FNBPA.FNBPA’s Boards of Directors.

As noted above, the Company’s principal subsidiary, FNBPA, has a Risk Management Committee comprisedcomposed 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 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 responsible for the design and implementation of the Company’s enterprise-wide risk management

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strategy and framework, consistent with tolerance limits established by the Board’s 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 Risk Committee and Audit Committee regularly report on risk-related matters to the Company’s Board. Significant risk-related matters, including regulatory, transactional, business, cybersecurity, technology, litigation, compliance and other matters are regularly reported to, and discussed by, the Board. In addition, both the Company’s Risk Committee and FNBPA’s Risk Management Committee regularly assess the Company’s enterprise-wide risk profile and provide guidance to the Board on actions needed to address keycritical and emerging risk issues. 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.

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 to assess the quality of the information it receives; (ii) enables the Board to understand 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) enables the Board to assess appropriately the quality of the Company’s enterprise-wide risk management process.

Corporate Governance

We have developed and operate under corporate governance principles and practices which are designed to optimize long-term shareholder value, align the interests of our Board and management with those of our shareholders and promote the highest ethical conduct among our directors, management and employees.

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:

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We encourage you to visit the “Corporate Governance” page of our corporate website atwww.fnbcorporation.com under the tab, “About Us — Investor Relations & Shareholder Services” and then clicking on the “Corporate Governance” link 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 Compensation Committee Charters. We also include additional information on these topics in other sections of this proxy statement.

Director Independence

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:

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More detail regarding the NYSE’s bright-line director independence tests, including the explanatory commentary, may be found at the NYSE’s website atwww.nyse.com.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. 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 atwww.fnbcorporation.com under the tab, “Corporate Structure,”“About Us—Investor Relations & Shareholder Services” and then clicking on the heading “Corporate Governance.”Governance” link. 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:

•

Business or financial transactions (e.g., loans, deposit accounts, or trust-, insurance- or investment-related services) with an affiliate of F.N.B., provided that such transaction is entered into in the ordinary course of business and on terms substantially similar to those prevailing at the time for comparable transactions for non-affiliated persons of F.N.B. or its affiliates andaffiliates; such transaction conforms with applicable federal regulatory standards (unlessstandards; such transaction is not a loan that is disclosed in the most recent federal bank examination as non-accrual, past due, restructured or having significant potential problems),problems; and termination of the business or financial relationship in the ordinary course of business would not reasonably be expected to have a material and adverse effect on the financial condition, results of operations or business of F.N.B. or its affiliate;

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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.

Director Independence Determinations

On February 18, 2015,15, 2017, 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 Mses. Ellsworth and Nicholas and Messrs. Campbell, Chiafullo, Goldstein, Hormell, Malone, Martz, Malone, McCarthy, Mencini, Motley, Rooney, Rose, Stanik Strimbu and WahlStrimbu is an independent director.

In making these determinations, the Board considered thevarious categories of transactions, relationships and arrangements that existed between theeach independent director and the Company or its subsidiaries, as summarized below. Based on relevant factors,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 Board determineddirector’s spouse is, or was, during 2016, 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 relationshipsmeet our Board guidance on independence (i.e., made in the ordinary course of business, not preferential and arrangements are not material.fair market value, and involving normal risk of collectability).

Personal or Family Relationships

Deposit, Wealth Management and Similar Banking Products(1)

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

Credit Relationships(2)(4)

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

X

Charitable Contributions(3)

X

X

X

Personal or Family  Relationships

Deposit, Wealth Management and Similar Banking Products(1)

x

x

x

x

x

x

x

Xx

x

x

x

Credit Relationships(2)(4)

x

x

x

x

x

x

x

x

x

x

x

Charitable Contributions(3)

x

x

x

x

x

x

x

Affiliated Entity  Relationships

Deposit, Wealth Management and Similar Banking Products(1)

x

x

Xx

x

Affiliatedx Entity Relationships

Deposit, Wealth Management and Similar Banking Products(1)

X

X

X

X

X

Credit Relationships or Commercial Banking Products(2)(4)

x

X

X

X

x

Business or Financial (Customer) Transactions.Customer Relationships.We provide financial services and products to most of our directors anddirectors. We also provide financial services to some of their immediate family members and affiliated entities, as outlined in the table above.entities. We provideoffer these services and products in the ordinary course of businessour business. We provide the services on substantially the same terms and conditions, including price, that are providedas we provide to unrelated,other similarly situated customers.

Credit Relationships.We also extend credit to some of our directors and their immediate family members and affiliated entities. Federal bankingBanking 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.

Financial Relationship With Service or Product Provider.    We lease a club box at Heinz Field football stadium from an affiliate of Pittsburgh Steelers Sports, Inc. for client entertainment purposes. Mr. Rooney is a co-owner of Pittsburgh Steelers Sports. Terms and conditions of our lease are substantially the same as those with unrelated persons and entities.

Business Relationships.We also enter into 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.

Certain Charitable Contributions.We make contributions to Charitable Organizations.charitable organizations where our directors serve as directors or trustees or have other affiliations with the charity.

30 _| F.N.B. Corporation

As part of FNBPA’s community reinvestment outreach initiative, during 2014,2016, FNBPA donated $100,000$107,500 to Imani Christian Academy, a Pittsburgh-based nonprofit organization that offers an alternative to the public education system, particularly for children from under-performing school districts. This donation is eligible for a 90% Pennsylvania tax credit which will reduce the overall Company expense. FNBPA’s donation constituted approximately 4.4% of the school’s donations for 2014. Ms. Ellsworth is chairChair of the school’s boardAcademy’s Board of directors.

Other.    During 2014, the law firm where Mr. Chiafullo is a partner, represented FNBPA in several commercial lending transactions. As is customary practice, FNBPA’s legal fees were paid by the borrower.

Mr. Rose’s stepson is a nonexecutive employee of our subsidiary, F.N.B. Investment Advisors Company.Directors.

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

Our Board affirmatively determined that Messrs. Gurgovits (former CEO), Delie (CEO), Custer (former Chairman, President and Delie (CEO)CEO of Yadkin Financial Corporation) and Nalbandian (former Chairman, President and CEO of Metro Bancorp, Inc.) 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, in the case of Messrs. Custer and Nalbandian, their former executive employment with a company recently acquired by the Corporation.

Family Relationships

There are no family relationships among the executive officers and directors of the Company.

Executive Sessions of our Board

William B. Campbell, our independent Lead Director, or another independent director designated by him, presides at each executive session meeting. Our Board conducted seven (7) executive sessions in 2014,2016, of which one (1) wastwo were attended by all directors and the CEO, two were attended exclusively by independent and non-management directors and one (1) which wasthree were attended exclusively by non-management directors. William B. Campbell, our Lead Director, presides at all executive sessions.

Director Stock Ownership Requirement

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 35,00040,000 shares of Corporation common stock (or common stock equivalent) or $350,000$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 five-year period.period; however, each current director was provided an additional year to comply with the stock ownership requirement since the F.N.B director stock ownership requirement was increased in December 2016. As of March 1, 2015,31, 2017, each F.N.B. director is in compliance with the stock ownership requirement.

2017 Proxy Statement_| 31

COMMUNICATIONS WITH OUR BOARDCommunications with Our Board

Shareholders or other interested parties may send communications to our Board, the independent directors as a group, Board Chairman,Chair, any committee Chairmen,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) Beneficial Ownership Reporting Compliance

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 2014,2016, we believe that all such filings required during 20142016 were made on a timely basis.basis, except for one late Form 4 filing by the Corporation’s executive officers which was the result of the inadvertent failure of F.N.B administrative personnel to timely report the issuance of restricted stock units to these officers and one late Form 4 filing by Director Hormell which was due to the failure of his brother to provide timely notice of the Director’s F.N.B stock purchase. 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.

Security Ownership of Certain Beneficial OwnersSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

We are not aware of any shareholder who was the beneficial owner of more than 5% of our outstanding common stock as of December 31, 2014,2016, except for the entities identified in the table below:

32 _| F.N.B. Corporation

RELATED PERSON TRANSACTIONS2017 Proxy Statement_| 33

Related Person Transactions

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 atwww.fnbcorporation.com under the tab, “Corporate Structure,”“About Us—Investor Relations & Shareholder Services” and may be accessed bythen clicking on the heading “Corporate Governance.”Governance” link. 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. Consistent with the SEC rule, our policy provides that certain transactions, including employment relationships and ordinary course non-preferential transactions, entered into with a related person are not considered to be related person transactions and are not required to be disclosed or approved by the Nominating Committee. 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 Stephen Gurgovits, Jr., is the former President of F.N.B. Capital. Mr. Rose’s nephew also isCapital Corporation, LLC, a former vice presidentmerchant banking subsidiary of F.N.B. Capital.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, Jr.,Gurgovits’ son, along with the other F.N.B. Capital principals, including Mr. Rose’s nephew, resigned from F.N.B. Capital effective July 31, 2013. Mr. Gurgovits, Jr.Gurgovits’ son and Mr. Rose’s nephew and theirhis fellow principals, established a new company called Tecum Capital Partners (formerly known as F.N.B. Capital Partners, LP,LP), as a Small Business Investment Company licensed by the U.S. Small Business Administration (“SBIC Fund”) in 2013. Mr. Gurgovits, Jr., and Mr. Rose’s nephewGurgovits’ 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 2014,2016, F.N.B. Capital made total payments to Tecum of approximately $199,043$75,000 in fees pursuant to terms of the asset management advisory arrangement. In addition, F.N.B. Capital paid approximately $231,249 in 2014 to Tecum, and these payments represented the aggregate performance incentive payments owed to former F.N.B. Capital employees under the terms of F.N.B. Capital’s incentive compensation plan based on the payout and performance of certain F.N.B. Capital portfolio companies.¹ The payment of the aggregate performance incentive compensation to Tecum was in accordance with F.N.B. Capital’s incentive compensation policies and practices (and based on prevailing industry practices for similar type merchant banking arrangements) and subject to review and approval by the F.N.B. Capital Board members.

In addition, as of December 31, 2014,2016, as anchor investor, F.N.B. has a commitmentcommitted 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. In connection with this investment and the aforementioned management agreement, F.N.B. is permittingpermitted Tecum and the SBIC Fund to use the name, “F.N.B. Capital Partners.”Partners” until September 2016. The SBIC Fund has 61 co-investors, including six non-affiliated bank investors. The total commitment

of all investors in the SBIC Fund is $64,990,000. Directors Goldstein and Rose each have a 1.692% equity investment in the SBIC Fund. Mr. Gurgovits, Sr., has a 0.846% equity investment in the SBIC Fund. Both DirectorsDirector Gurgovits, Sr., and Rose areis on the SBIC Fund Board of Advisors and Mr. Gurgovits, Sr., is on itsthe fund’s Investment Committee. AsF.N.B. has a net book value of funded commitments at December 31, 2014, F.N.B. has invested approximately $8,815,1592016, of $15,274,277 after investing $12,191,054 into the SBIC Fund (leaving a remaining unfunded commitment of $5,884,841)$2,508,946).

Former Director Nalbandian is the former Chairman, President and CEO of Metro Bancorp, Inc., a bank holding company that was acquired by F.N.B. by merger on February 13, 2016. Mr. Nalbandian’s positions with Metro Bancorp and its subsidiary, Metro Bank, were terminated effective February 13, 2016, as a result of the merger. On February 12, 2016, Mr. Nalbandian was elected to the F.N.B. Board of Directors pursuant to the terms of the Agreement and Plan of Merger between F.N.B. and Metro Bancorp, Inc., dated as of August 4, 2015, which provided for one member of the Metro Bancorp board of directors, as mutually agreed by F.N.B. and Metro

34 _| F.N.B. Corporation

Bancorp, to be appointed as a director of F.N.B. and FNBPA, and required F.N.B. to nominate said director for election at the 2016 annual meeting of F.N.B. shareholders and to solicit proxies for said director in the same manner as for all other members of F.N.B.’s slate of directors for that meeting. Additionally, under the Agreement and Plan of Merger, F.N.B. agreed to honor the contractual obligations of Metro and Metro Bank to their current and former employees, including Mr. Nalbandian. Under the terms of his employment agreement with Metro, Mr. Nalbandian was entitled to receive approximately $2.4 million as a change-in-control payment due to the completion of the merger between F.N.B. and Metro Bancorp; immediate vesting of all unvested incentive compensation awards, including equity awards; and continued disability and life insurance benefits for three years. To satisfy a precondition to F.N.B.’s obligation to provide the payments and benefits contemplated by the employment agreement, Mr. Nalbandian executed a general release and non-disparagement agreement and must comply with certain confidentiality and non-competition provisions. F.N.B. will also provide Mr. Nalbandian and his dependents continued medical insurance coverage for the rest of Mr. Nalbandian’s life. Lastly, Mr. Nalbandian is a third-party beneficiary of Section 6.7 under the Agreement and Plan of Merger. Under this provision, F.N.B. will be obligated (i) to indemnify and hold harmless Mr. Nalbandian against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses, including fees and expenses of legal counsel), and judgments, fines and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, to which Mr. Nalbandian is made a party or is threatened to be made a party; and (ii) to advance expenses as incurred by Mr. Nalbandian prior to the final disposition of such claim, action, suit, proceeding or investigation. Pursuant to this provision, F.N.B. also has purchased and is required to maintain, for a period of six years, directors’ and officers’ liability insurance and fiduciary liability insurance for the persons who were covered by Metro Bancorp’s directors’ and officers’ insurance and fidelity liability insurance policies, including Mr. Nalbandian, in amounts and coverages that are equivalent to the policies maintained by Metro Bancorp. 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 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. FNBPA, as successor by merger, assumed the obligation of the lease upon completion of the merger on February 13, 2016. The lease was renewed following an “arms-length” negotiation by F.N.B. (Mr. Nalbandian did not participate in the lease renewal discussions). Under the terms of the lease arrangement, Mr. Nalbandian and his family members received approximately $64,108 in lease payments in 2016.

Director Custer is the former Chairman, President and CEO of Yadkin Financial Corporation, a bank holding company that was acquired by F.N.B. by merger on March 11, 2017. Mr. Custer’s positions with Yadkin Financial Corporation and its subsidiary, Yadkin Bank, were terminated effective March 11, 2017, as a result of the merger. On October 18, 2016, Mr. Custer was elected to the F.N.B. Board of Directors with the appointment becoming effective upon the consummation of the F.N.B.-Yadkin merger. Pursuant to the terms of the Agreement and Plan of Merger between F.N.B. and Yadkin Financial Corporation, dated as of July 20, 2016, F.N.B. was required to appoint one member of the Yadkin Financial Corporation board of directors as a director of F.N.B. and FNBPA, and to nominate said director for election at the annual meeting of F.N.B. shareholders which immediately followed the effective time of the merger. Additionally, under the Agreement and Plan of Merger, F.N.B. agreed to honor the contractual obligations of Yadkin Financial Corporation and Yadkin Bank to their current and former employees, including Director Custer. Director Custer received approximately $2,000,000 in connection with the F.N.B.-Yadkin merger which included change-in-control, pro-rated bonus (including vesting of prior equity awards), healthcare benefits and life/disability insurance benefits. In addition, Mr. Custer entered into a Consulting Agreement which commenced on March 11, 2017, the effective date of the merger. This agreement provides for Mr. Custer to furnish services to assist F.N.B. with the retention of employees and customers and meet with customers for purposes of obtaining business. In exchange for his services under the consulting arrangement, F.N.B. will compensate Mr. Custer in the annual amount of $600,000 netted against compensation he receives as an F.N.B. director. The contract will expire March 11, 2018, one year after the effective date. Mr. Custer also received a distribution of common stock of Yadkin from a rabbi trust established by Yadkin in connection with two whole-bank acquisitions completed by Yadkin in July 2014. The number of shares allocated to Mr. Custer, represented currently by units, is 157,988. When this rabbi trust was terminated on March 9, 2017, Mr. Custer received F.N.B. stock valued at $3,751,578.34. To satisfy a precondition to F.N.B.’s obligation to provide the payments and benefits contemplated by the employment agreement, Mr. Custer has executed a general release

2017 Proxy Statement_| 35

and non-disparagement agreement and must comply with certain confidentiality and non-competition provisions. Lastly, Director Custer is a third-party beneficiary of Section 6.7 under the Agreement and Plan of Merger. Under this provision, F.N.B. will be obligated (i) to indemnify and hold harmless Director Custer against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses, including fees and expenses of legal counsel), and judgments, fines and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, to which Director Custer is made a party or is threatened to be made a party; and (ii) to advance expenses as incurred by Director Custer prior to the final disposition of such claim, action, suit, proceeding or investigation. Pursuant to this provision, F.N.B. also has purchased and is required to maintain, for a period of six years, directors’ and officers’ liability insurance and fiduciary liability insurance for the persons who were covered by Yadkin Financial Corporation’s directors’ and officers’ insurance and fidelity liability insurance policies, including Director Custer, in amounts and coverages that are equivalent to the policies maintained by Yadkin Financial Corporation.

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.

36 _| F.N.B. Corporation

EXECUTIVE COMPENSATION ANDExecutive Compensation and Other Proxy Disclosure

OTHER PROXY DISCLOSURE

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee (“Committee”) during 20142016 were Messrs. Goldstein, Malone, Motley, Stanik and Strimbu and Ms. Ellsworth. Mr. MotleyStanik joined the Board on August 15, 2013, and became a member of the Committee onin May, 21, 2014. Mr. Goldstein ceased being a member of the Committee on September 16, 2014, at which time Mr. Malone became Interim Chair ofStrimbu 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 8 times in 2014.2016.

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. Theresponsibilities and the Committee reviews itsthe Charter annually and recommends any proposed changes to the Board. A copy of the Committee Charter is available at our website, atwww.fnbcorporation.comwww.fnbcorporation com, under the tab, “Corporate Structure,”“About Us—Investor Relations & Shareholder Services” and then clicking on the headinglink “Corporate Governance.”

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, Pearl Meyer & PartnersMcLagan, an Aon Hewitt company (“PM&P”Consultant”), to assist it in 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 Committee selected PM&Pthe Consultant for, among other reasons, its reputation for providing comprehensive solutions to complex compensation challenges facing companies and its specific expertise in the financial services industry as it serves as an advisor to hundreds of financial institutions of various size and complexity. PM&P provided market information and analysis as background to decisions regarding total compensation, including base salary and short- and long-term incentives, for the CEO, other NEOs and other senior officers and directors. PM&Pindustry. The Consultant is

not affiliated with us nor did they, or their affiliates,it provide any other services or perform other work for us in 2014.2016. In addition to McLagan, an AON Hewitt affiliate, Radford, provided accounting services to us related to our long-term incentive plan. The Committee has reviewed all services provided by PM&Pthe Consultants in 2014,2016, and has determined that PM&P isthey are independent with respect to SEC standards.

PM&PThe Consultant reported directly to the Chairman of the Committee. In performance of its duties, PM&Pthe Consultant interacted with our CEO, CFO, Executive Vice President, Human Resources Corporate Counsel and other employees. The CEO had various discussions with PM&Pthe Consultant related to our compensation programs, philosophy and Peer Group. Additionally, the CEO regularly attended Compensation Committee meetings and discussed with PM&Pthe 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, PM&Pthe 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.

2017 Proxy Statement_| 37

COMPENSATION DISCUSSION AND ANALYSISCompensation Discussion and Analysis

Executive Summary

Overview

We have designed our compensation programs to link strong corporate performance to increased 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. While we conduct an annual review, our executive compensation philosophy has remained consistent for several years. In determining executive compensation for 2015,2016, the Committee considered the overwhelming support that the “Say-on-Pay”“Say-On-Pay” proposal received at our May 20142016 Annual Meeting of Shareholders (“20142016 Annual Meeting”) pertaining to 20132015 compensation and the related Compensation Discussion and Analysis disclosure of 20132015 compensation and certain 20142016 items. Over 97% 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 concerns and future advisory votes. Thus, we will continue to provideWe have provided an advisory vote to shareholders on an annual basis consistent with the frequency vote supported by the shareholders at our 2011 Annual Meeting of Shareholders, and we are conducting an advisory vote at our 2017 Annual Meeting of Shareholders. We are also holding a frequency vote at our 2017 Annual Meeting of Shareholders and we recommend that our shareholders vote to support continued annual advisory votes on our compensation program. 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.

Corporate Performance

Once again,In 2016, we exceeded our financial plan in 2014 despite extraordinarily low interest rates and continued industry pressure on earnings. 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.

38 _| F.N.B. Corporation

The following is a highlight ofaccomplishments during 2016 were key to our performancesuccess last year and strategic accomplishments:should serve us well moving forward:

•

Our return on tangible common equity was 14.74% for 2014 which was at the 96th percentile of our Regional Peer Group.

We have concentrated on moving F.N.B. into markets with more growth opportunities than our traditional footprint. Over the last 5 years, under our CEO’s leadership, we have grown organically and by acquisition, with our acquisition strategy focused on 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. Additionally, we completed the largest transaction in the history of F.N.B. in March 2017, a merger with Yadkin, based in North Carolina. We believe these markets offer attractive consumer demographics with a significant number of commercial opportunities providing favorable circumstances for deepening relationships and growing our customer base.

We have a proven track record for gaining market share as a result of our mergers and acquisitions strategy. In 2016, we completed our largest merger, Metro Financial Corporation, adding approximately $3 billion in assets in central Pennsylvania. Through that acquisition and other 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 incurrence of merger expenses.

For the period ending December 31, 2014,2013, to December 31, 2016, we hadgrew total assets over 61% from approximately $13.6 billion to approximately $21.8 billion. Moreover, including the recently completed Yadkin acquisition (March 11, 2017), our total asset growth from December 31, 2013 through March 31, 2017 ($13.6 billion to nearly $30 billion), was over 114%. At the same time, these mergers have resulted in us incurring one-time expenses which skew our financial results if included in earnings. We anticipate planning similar levels of one-time expenses correspondent to these transactions. However, this growth has been consistent with our established merger metrics, including being accretive to earnings per share and tangible book value.

2017 Proxy Statement_| 39

F.N.B. 2016 Performance - GAAP vs. Operating

ROAA — Return on average assets; net income as a total risk-based capital ratiopercent of 12.4%,average assets

Operating ROAA — Operating income return on average assets

ROATCE — Net income, adjusted for tax-affected amortization of intangibles, as a tier 1 risk-based capital ratiopercent of 11.1%average tangible common equity

Operating ROATCE — Operating income as a percent of average tangible common equity

EPS — Diluted earnings per share, after extraordinary items if applicable

Operating EPS — Operating income, on a diluted per-share basis. Operating income is net income the adjustment to the EPS results of $0.134 per share, predominantly due to an exclusion of merger costs of $0.128 and a leverage ratio$0.006 per share related to a reduction in the dividend rate paid on Federal Reserve stock as part of 8.4%.the Fixing America’s Future Transportation Act enacted in December 2015.

Our acquisition strategy generally results in accompanying merger-related expenses that are commensurate with the size of the transaction and size of the acquired entity. Therefore, in evaluation of our NEOs’ compensation in comparison to peers, we believe it is appropriate to exclude merger expenses associated with our growth and to make comparisons relative to peer performance versus operating expenses.

Furthermore, in order to insure our compensation levels remain appropriate and we properly reward our NEOs for successful completion of strategically important and profitable growth, we believe we must rely on our operating earnings (a non-GAAP measure) as a measure of success. Our growth has allowed us to increase adjusted earnings on an annual basis by overcoming significant recent regulatory revenue challenges, including more than $0.10 in annual lost earnings per share solely related to reduced revenues resulting from Dodd-Frank Durbin Amendment restrictions, higher FDIC insurance premiums, reduced dividends received on Federal Reserve stock (allocated to the highway spending bill), and cost attendant to capital raising initiatives to replace trust preferred securities from our capital accounts. We routinely evaluate our Peer Group on a pro forma basis due to our rapid and significant growth. The Peer Group we used for 2016 compensation contemplated our Metro acquisition and excluded companies with assets below $10 billion. We review our performance versus peers and our executive compensation analysis with such matters in mind in an effort to properly assess our relative performance. Otherwise, we believe our pay for performance analysis will be misleading. We expect to continue to review our NEOs in light of their ability to continue to create shareholder value through organic growth and growth by acquisition. Our 2017 Peer Group is based upon, among other things, our current asset size and the projected post-merger asset size including Yadkin.

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Summary of 2016 Executive Compensation Actions

Salaries

Executive Incentive Compensation Plan (EIC Plan)

Long-Term Incentive Plan (LTIP)

CorporateKey Compensation Governance Highlights

Summary of Executive Compensation Actionsmarket.