Annual Reports

 
Quarterly Reports

 
8-K

 
Other

  • Form 4 (Nov 8, 2017)
  • Form 4 (Nov 3, 2017)
  • Form 4 (Oct 17, 2017)
  • Form 5 (Sep 21, 2017)
  • Form 5 (Aug 29, 2017)
  • Form 4 (Aug 11, 2017)
F.N.B. DEF 14A 2007

Documents found in this filing:

  1. Def 14A
  2. Graphic
  3. Graphic
  4. Graphic
  5. Graphic
F.N.B. Corporation DEF 14A
Table of Contents

 
 

SCHEDULE 14A

SCHEDULE 14A INFORMATION
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 o

Check the appropriate box:

     
o
  Preliminary Proxy Statement
o
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ
  Definitive Proxy Statement
o
  Definitive Additional Materials
o
  Soliciting Material under sec.240.14a-12

F.N.B. CORPORATION

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

     
þ
  No fee required.
 
   
o
  $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2)of Schedule 14A.
 
   
o
  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

  (1)   Title of each class of securities to which transaction applies:
 
  (2)   Aggregate number of securities to which transaction applies:
 
  (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule O-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
 
  (4)   Proposed maximum aggregate value of transaction:
 
  (5)   Total fee paid:
     
o
  Fee paid previously with preliminary materials.
 
   
o
  Check box if any part of the fee is offset as provided by Exchange Act Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

  (1)   Amount Previously Paid:
 
  (2)   Form, Schedule or Registration Statement No.:
 
  (3)   Filing Party:
 
  (4)   Date Filed:
 
 


Table of Contents

March 29, 2007
 
(FNB CORPORATION LOGO)
 
Dear Shareholder:
 
It is a pleasure to invite you to attend our Annual Meeting of Shareholders of F.N.B. Corporation. The meeting will be held at 4:00 p.m., Eastern Daylight Time, on Monday, May 14, 2007, at the F.N.B. Technology Center Board Room located at 4140 East State Street, Hermitage, Pennsylvania 16148.
 
At the meeting, you will be asked to consider and vote upon the following: (i) election of directors; (ii) ratification of appointment of independent registered public accounting firm; and (iii) adoption of the F.N.B. Corporation 2007 Incentive Compensation Plan.
 
Your vote is important regardless of how many shares of 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. Alternatively, you may vote via the Internet or by telephone by following the instructions on your proxy card. By voting now you will assure that your vote is counted even if you are unable to attend the Annual Meeting.
 
Please indicate on the card whether you plan to attend our Annual Meeting. If you attend our Annual Meeting and wish to vote in person, you may withdraw your proxy and do so.
 
As always, our directors, management and staff thank you for your continued interest and support of F.N.B. Corporation.
 
(-s- Peter Mortensen)
Peter Mortensen
Chairman of the Board
 
(-s- Stephen J. Gurgovits)
 
Stephen J. Gurgovits
President and Chief Executive Officer


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
ABOUT OUR ANNUAL MEETING
VOTING
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
CORPORATE GOVERNANCE
OUR BOARD OF DIRECTORS AND ITS COMMITTEES
COMPENSATION COMMITTEE REPORT
EXECUTIVE COMPENSATION AND OTHER PROXY DISCLOSURE
REPORT OF AUDIT COMMITTEE
AUDIT AND NON-AUDIT FEES
AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY
RELATED PERSON TRANSACTIONS
PLAN SUMMARY
AWARDS
CHANGE IN CONTROL OR OTHER SIGNIFICANT EVENT
AMENDMENT AND TERMINATION OF THE 2007 PLAN
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
SHAREHOLDER COMMUNICATIONS
SHAREHOLDER PROPOSALS
OTHER MATTERS
F.N.B. CORPORATION 2007 INCENTIVE COMPENSATION PLAN
ARTICLE 1 DEFINITIONS
ARTICLE 2 PLAN ADMINISTRATION
ARTICLE 3 STOCK OPTIONS
ARTICLE 4 PERFORMANCE UNITS
ARTICLE 5 RESTRICTED STOCK AND RESTRICTED STOCK UNITS
ARTICLE 6 STOCK APPRECIATION RIGHTS
ARTICLE 7 CERTIFICATES FOR AWARDS OF STOCK
ARTICLE 8 NORMAL OR EARLY RETIREMENT
ARTICLE 9 CHANGE IN CONTROL
ARTICLE 10 ANNUAL INCENTIVE COMPENSATION AWARDS
ARTICLE 11 LONG-TERM INCENTIVE COMPENSATION AWARDS
ARTICLE 12 MISCELLANEOUS


Table of Contents

(FNB CORPORATION LOGO)
 
 
 
 
 
 
Notice is hereby given that the Annual Meeting of Shareholders of F.N.B. Corporation (“Corporation”) will be held at 4:00 p.m., Eastern Daylight Time, on Monday, May 14, 2007, at the F.N.B. Technology Center Board Room located at 4140 East State Street, Hermitage, Pennsylvania 16148. At our Annual Meeting, our shareholders will vote on the following matters:
 
  1.  Election of six nominees named in the attached proxy statement as directors, four nominees to serve as Class III directors with terms expiring at the 2010 Annual Meeting of Shareholders (“Annual Meeting”), one nominee to serve as a Class II director with a term expiring at the 2009 Annual Meeting, and one nominee to serve as a Class I director with a term expiring at the 2008 Annual Meeting, in each case until their successors are duly elected and qualified;
 
  2.  Ratification of the appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2007;
 
  3.  Adoption of the Corporation’s 2007 Incentive Compensation Plan; and
 
  4.  Consideration of other matters that properly come before our Annual Meeting and any adjournment, postponement or continuation of our Annual Meeting.
 
Only shareholders of record as of the close of business on March 5, 2007, are entitled to notice of and to vote at our Annual Meeting.
 
It is important that your shares be represented and voted at our Annual Meeting, whether you own a few shares or many. Please complete, sign, date and return the enclosed proxy card in the envelope provided or vote via the Internet or telephone, whether or not you expect to attend our Annual Meeting in person.
 
BY ORDER OF THE BOARD OF DIRECTORS,
 
 
David B. Mogle, Corporate Secretary
 
March 29, 2007


Table of Contents

March 29, 2007
 
(FNB CORPORATION LOGO)
 
One F.N.B. Boulevard
Hermitage, PA 16148
 
 
PROXY STATEMENT
 
This proxy statement contains information relating to the 2007 Annual Meeting of Shareholders (“Annual Meeting”) of F.N.B. Corporation to be held on Monday, May 14, 2007, beginning at 4:00 p.m., Eastern Daylight Time, at the F.N.B. Technology Center Board Room located at 4140 East State Street, Hermitage, Pennsylvania, and at any adjournment, postponement or continuation of the Annual Meeting. This proxy statement and the accompanying proxy are first being mailed to shareholders on or about March 29, 2007. Unless the context indicates otherwise, all references in this proxy statement to “we,” “us,” “our,” “F.N.B.,” “Company” or the “Corporation” mean F.N.B. Corporation and its subsidiaries, First National Bank of Pennsylvania (also referred to as “FNBPA”), First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, Regency Finance Company and F.N.B. Capital Corporation, LLC.
 
 
 
There are three proposals that will be presented for your consideration and vote at our Annual Meeting:
 
  •  Electing six directors;
 
  •  Ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2007; and
 
  •  Adopting the Company’s 2007 Incentive Compensation Plan.
 
Other business may be addressed at the meeting if it properly comes before the meeting. However, we are not aware of any such other business.
 
VOTING
 
 
Our Board of Directors has set March 5, 2007 as the record date for the Annual Meeting. Only F.N.B. shareholders of record at the close of business on the record date, March 5, 2007, are entitled to receive notice of and to vote at our Annual Meeting and any adjournment, postponement or continuation of our Annual Meeting.


1


Table of Contents

 
Our Board of Directors is asking for your proxy. When you or your authorized attorney-in-fact gives us your proxy, you authorize us to vote your F.N.B. stock in the manner you specify on your proxy card. Giving a proxy allows your shares to be voted at the Annual Meeting even if you do not attend the meeting in person.
 
If you hold your shares directly, you have four ways to vote, as explained on your proxy card and summarized below. If your shares are in an account at a bank or broker, you will receive an instruction card and information about how to give voting instructions to your bank or broker.
 
You may:
 
  •  Complete, sign, date and return the enclosed proxy card in the envelope provided; the envelope requires no postage if mailed in the United States.
 
  •  Vote by using the Internet. Instructions are provided on your proxy card. Our Internet voting system has been designed to provide security for the voting process and to confirm that your vote has been recorded accurately. If you vote by Internet, you may incur costs associated with electronic access, such as usage charges from Internet service providers and telephone companies.
 
  •  Vote by telephone using the instructions on your proxy card.
 
  •  If you are a registered shareholder and attend our Annual Meeting you may deliver your completed proxy card in person or request a voting ballot at the meeting. Even if you returned a proxy before the Annual Meeting, you may withdraw it and vote in person. If you hold your F.N.B. shares in “street name” (that is, through a broker or other nominee) and wish to vote at our Annual Meeting you will need to obtain a signed proxy card from your brokerage firm or the bank that holds your F.N.B. stock.
 
Florida law provides that shareholders voting by means of the Internet or telephone, as we provide above, will be treated as having transmitted a properly authenticated proxy for voting purposes. Florida law permits the use of the Internet or telephone voting both when a shareholder of record is voting and when a beneficial owner is communicating its vote to a shareholder of record, such as a securities depository, bank or brokerage firm.
 
 
All shareholders as of March 5, 2007 (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 mailing us your completed proxy card or submit your vote via the Internet or telephone as described above so that your vote will be counted at the meeting if you later decide not to attend our Annual Meeting.
 
If you hold your shares in “street name,” you will need to bring a copy of a brokerage statement reflecting your ownership of Company stock as of March 5, 2007, and check in at the registration desk at our Annual Meeting.
 
 
The presence at our Annual Meeting, in person or by proxy, of the holders of a majority of our outstanding shares of common stock on the record date will constitute a quorum, permitting the conduct of business at our Annual Meeting. If you return valid proxy instructions or vote in person at our Annual Meeting, you will be considered part of the quorum. Proxies received, but marked as abstentions, and broker “non-votes,” will be included in the calculation of the number of shares considered to be present for purposes of determining a quorum. New York Stock Exchange (“NYSE”) rules allow banks, brokers or other nominees to vote shares held by them for a customer on matters that the NYSE determines to be routine, even though the bank, broker or other nominee has not received voting instructions from the customer. A broker “non-vote” occurs when a bank, broker or other nominee has not received voting instructions from the customer and the bank, broker or nominee cannot vote the customer’s shares because the matter is not considered routine under NYSE rules.


2


Table of Contents

 
 
Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with our Corporate Secretary either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be revoked if you attend our Annual Meeting in person and request that your proxy be revoked. If your proxy is not properly revoked, we will vote your shares as indicated by your most recent valid proxy.
 
 
If you hold your F.N.B. 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 voting instructions for your F.N.B. shares.
 
 
If you participate in the F.N.B. Corporation Progress Savings 401(k) Plan (“401(k) Plan”), you may vote the number of shares of common stock credited to your account as of the record date. You may vote by instructing First National Trust Company, the trustee of our 401(k) Plan, pursuant to the proxy card being mailed with this proxy statement to plan participants. The trustee will vote your shares in accordance with your duly executed proxy card, provided that it is received by the close of business on May 8, 2007.
 
If you do not send your proxy card, your shares credited to your 401(k) Plan account will be voted by the trustee in the same proportion that it votes the share for which it did receive timely proxy cards.
 
You may also revoke a previously given proxy card until the close of business on May 8, 2007, by filing with the trustee either a written notice of revocation or a properly completed and signed proxy card bearing a later date.
 
 
Action by the shareholders on each of the proposals presented at our Annual Meeting requires the presence of a quorum at the Annual Meeting, in person or by proxy (see discussion under the question, “What constitutes a quorum?”).
 
Directors are elected by a plurality of the votes cast in person or by proxy at our Annual Meeting. “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors, up to the maximum number of directors to be elected at our Annual Meeting for each director Class. Shares cannot be voted for a greater number of persons than the number of directors to be elected in each Class. At our Annual Meeting, the maximum number of directors to be elected shall be four (4) in director Class III and one each in director Classes I and II. Shares not voted, whether by marking “ABSTAIN” on your proxy card or otherwise, will have no impact on the election of directors. Unless a properly executed proxy card is marked “WITHHOLD” authority as to any or all nominees, the proxy given will be voted “FOR” each of the Corporation’s nominees for director.
 
The affirmative vote of a majority of the votes cast on Proposal 2 at the Annual Meeting, whether in person or by proxy, is required for approval of Proposal 2. For purposes of the vote on Proposal 2, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. The affirmative vote of a majority of the votes cast on Proposal 3 at the Annual Meeting, whether in person or by proxy, is required for approval of Proposal 3, provided that the total vote cast on the proposal represents votes by holders of more than 50% of the total shares entitled to vote on Proposal 3. For purposes of the vote on Proposal 3, abstentions and broker non-votes will have the same effect as votes against the proposal, unless holders of more than 50% of the total shares entitled to vote on the proposal cast votes on the proposal, in which event abstentions and broker non-votes will not have any effect on the result of the vote.
 
If you sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of our Board with respect to Proposal 1, Proposal 2 and Proposal 3 (see question below, “What are our Board’s recommendations?”).


3


Table of Contents

 
 
If you properly submit a proxy card without giving specific voting instructions, your shares will be voted in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends a “FOR” vote on the following proposals to be considered at our Annual Meeting:
 
  •  the elections of Messrs. Campbell, Gurgovits, Radcliffe and Rose as Class III directors, the election of Mr. Rooney as a Class II director and the election of Ms. Hickton as a Class I director;
 
  •  the ratification of the selection of Ernst & Young, LLP as the independent registered public accounting firm for the Company for 2007; and
 
  •  the adoption of the F.N.B. Corporation 2007 Incentive Compensation Plan.
 
 
We are making this solicitation and will pay the cost of soliciting proxies on behalf of our Board of Directors, including the expenses of preparing and mailing this proxy statement. In addition to mailing these proxy materials, the solicitation of proxies or votes may be made in person or by telephone, e-mail or telegram by our regular officers and employees, none of whom will receive special compensation for such services. Upon request, we will also reimburse brokers, nominees, fiduciaries and custodians and persons holding shares in their names or in the names of nominees for their reasonable expenses in sending proxies and proxy material to beneficial owners. In addition, we have agreed to pay Regan & Associates, Inc., $20,000 (includes all of the firm’s out of pocket expenses) to assist in the proxy solicitation and tabulation.
 
 
The proxy card you received allows you to indicate whether you plan to attend our Annual Meeting. When you arrive at the meeting, you will be asked to register inside the entry way to the F.N.B. Technology Center Building. If you hold your F.N.B. shares in an account at a bank or broker, your name will not appear on our shareholder list. In such instance, please bring an account statement or a letter from your broker showing your F.N.B. shareholdings as of the March 5, 2007, record date, and present this documentation at the meeting registration desk in order to be permitted to attend our Annual Meeting.
 
Everyone who attends our Annual Meeting must abide by the rules for the conduct of the meeting.
 
 
If two or more F.N.B. shareholders live in your household, you may have received more than one set of our proxy materials. This may also happen if you maintain more than one shareholder account on the books of our transfer agent. We have made a delivery method for proxy materials called “householding” available to our shareholders. If you consent to “householding,” 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” at the end of this proxy statement for more information regarding “householding”.
 
 
The preliminary voting results will be announced at our Annual Meeting. The final voting results will be published in our quarterly report on Form 10-Q for the second quarter of fiscal year 2007.


4


Table of Contents

 
 
 
The Bylaws of the Corporation provide that the Board of Directors shall consist of not fewer than five (5) nor more than twenty-five (25) persons, the exact number to be determined from time to time by the Board. The Board of Directors has fixed the number of directors at twelve (12), effective as of the commencement of our Annual Meeting. Also, the Bylaws of the Corporation provide for classification of the directors into three classes with the term of office of the directors of each class to expire at the third annual meeting after their election. Each director shall hold office for the term for which he/she is elected and thereafter until his/her successor is duly elected and qualified or until his/her earlier death, retirement, resignation or removal.
 
The following Class III directors, whose terms expire at our Annual Meeting, have been nominated by the Board of Directors for re-election at our Annual Meeting, to continue to serve as Class III directors until the 2010 Annual Meeting and until their successors are elected. Messrs. William B. Campbell, Stephen J. Gurgovits, Harry F. Radcliffe and John W. Rose. Additionally, in 2006 our Board appointed Ms. Dawne S. Hickton (appointment effective June 21, 2006) and Mr. Arthur J. Rooney, II (appointment effective July 19, 2006) to our Board of Directors. Ms. Hickton was appointed to director Class I and Mr. Rooney was appointed to director Class II for the purpose of maintaining the director Classes as nearly equal as possible in accordance with our Company Bylaws and applicable NYSE rules. As required by Florida law, Ms. Hickton and Mr. Rooney, as newly Board appointed directors, will stand for election to Class I and Class II, respectively, at our Annual Meeting. All of the director nominees are currently on the Company Board of Directors.
 
Directors are elected by a plurality of the votes cast at our Annual Meeting. This means that the four (4) persons properly nominated for election to Class III receiving the highest number of “FOR” votes cast by the holders of our common stock for election as Class III directors will be elected. Likewise, this person properly nominated for election to each of director Classes I and II receiving the highest number of “FOR” votes cast by the holders of our common stock shall be elected to these director Classes. Relevant biographical information concerning the director nominees and other Company directors is described under the caption titled “Information Concerning Directors and Executive Officers” of this proxy statement.

 
THE BOARD RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES IDENTIFIED IN THE ABOVE DISCUSSION FOR ELECTION AS DIRECTORS (ITEM 1 ON THE PROXY CARD).
 
Each of the director nominees have expressed his or her willingness to serve if elected. In the event one or more of the director nominees is unable or unwilling to serve as a director for any reason (the Corporation knows of no such reason), or should any nominee be unavailable for election by reason of death or other unexpected occurrence, the enclosed proxy, to the extent permitted by applicable law, may be voted with discretionary authority in connection with the nomination by the Board and the election of any substitute nominee. In addition, the Board may reduce the number of directors to be elected at the meeting.
 
Proxies, unless indicated to the contrary, will be voted “FOR” the election of Messrs. Campbell, Gurgovits, Radcliffe and Rose as Class III directors of the Company with terms expiring at the 2010 Annual Meeting, and “FOR” the election of Ms. Hickton as a Class I director of the Company with a term expiring at the 2008 Annual Meeting, and “FOR” the election of Mr. Rooney as a Class II director of the Company with a term expiring at the 2009 Annual Meeting.
 
Company policy specifies that directors who reach the age of seventy-two (72) during their term of office are expected to retire from the Board by the date of the Annual Meeting following their 72nd birthday. Director Archie O. Wallace, a Class I director, will be 72 years of age by the Annual Meeting date and in accordance with our policy has announced his retirement as a director effective April 30, 2007.


5


Table of Contents

 
 
Listed in the table below are the names of the six nominees to serve as directors, the six incumbent directors who will be continuing in office following the Annual Meeting, Director Wallace who is retiring effective April 30, 2007, and each executive officer named in the Summary Compensation table of this proxy statement, together with: their principal occupations during the past five years; any other current directorships they serve with publicly held companies; their ages; with respect to director only, the year during which each was first elected a director of the Company; with respect to directors only, the expiration of their director term; and the amount and percentage of Company common stock which each of them owns and the amount owned by all of our executive officers and directors as a group as of March 5, 2007:
 
Directors and Executive Officers
 
                                         
                Amount and
   
                Nature of
   
            Expiration of
  Beneficial
   
Name and
          Term of Office
  Ownership of
   
Principal Occupation
      Director
  as Director
  Common Stock
  Percent
(during past 5 years)
  Age   Since   (a)   (b)(c)   (d)
 
Peter Mortensen
    71       1974       2008       206,775          
Chairman of the Corporation since 1988; CEO of the Corporation 1988-2000; Chairman of the Corporation’s subsidiary, FNBPA 1988-2004; and Chairman of the Corporation’s Executive Committee since 1996
                                       
Stephen J. Gurgovitsu*
    63       1981       2007       428,187 (e)        
President and CEO of the Corporation since January 2004; Vice Chairman of the Corporation 1998-2003; Chairman of FNBPA since 2004; and President and CEO of FNBPA 1988-2004
                                       
William B. Campbellu
    68       1975       2007       76,223 (f)        
Retired Businessman
                                       
Henry M. Ekker
    68       1994       2008       31,783          
Partner of Ekker, Kuster, McConnell & Epstein,
LLP, Hermitage, Pennsylvania (law firm)
                                       
Robert B. Goldstein
    66       2003       2009       68,200          
Principal of CapGen Financial Advisors LLC, New York, NY, since 2007 (fund manager); and Chairman of the Board and Chief Executive Officer of Bay View Corp from 2001 to 2006 (financial services)
                                       
Dawne S. Hicktonu
    49       2006       2008uu       3,027          
Vice Chairman and CEO elect of RTI International Metals, Inc., Niles, Ohio since 2007; Senior Vice President - Administration, Chief Administrative Officer, General Counsel and Corporate Secretary of RTI International Metals, Inc. from 2005 to 2007
                                       
David J. Malone
    52       2005       2009       22,210 (g)        
President and CEO of Gateway Financial, Pittsburgh, Pennsylvania (financial services) since 2004; Vice President and CFO of Gateway Financial from 1997 to 2004
                                       
Harry F. Radcliffeu
    56       2002       2007       116,675 (h)        
Investment Manager
                                       


6


Table of Contents

                                         
                Amount and
   
                Nature of
   
            Expiration of
  Beneficial
   
Name and
          Term of Office
  Ownership of
   
Principal Occupation
      Director
  as Director
  Common Stock
  Percent
(during past 5 years)
  Age   Since   (a)   (b)(c)   (d)
 
Arthur J. Rooney, IIu
    54       2006       2009uu       5,252          
President, Pittsburgh Steelers Sports, Inc., Pittsburgh, Pennsylvania (professional sports franchise); Of Counsel to Buchanan, Ingersoll & Rooney, Pittsburgh, Pennsylvania since 2006 (law firm); and shareholder of Klett, Rooney, Lieber & Schorling, Pittsburgh, Pennsylvania from 1988 to 2006 (law firm)
                                       
John W. Roseu
    57       2003       2007       117,686 (i)        
Principal of CapGen Financial Advisors LLC, New York, NY, since 2007 (fund manager); and President of McAllen Capital Partners, Inc., Hermitage, Pennsylvania since 1991 (investment management)
                                       
William J. Strimbu
    46       1995       2006       59,668          
President, Nick Strimbu, Inc., Brookfield, Ohio since 1994 (common carrier)
                                       
Earl K. Wahl, Jr. 
    66       2002       2008       36,932          
Owner, J.E.D. Corporation, Somerset, Pennsylvania (environmental consulting)
                                       
Archie O. Wallace
    72       1992       **       54,845          
Partner of Wallace Law Firm, LLP, Greenville, Pennsylvania (law firm)
                                       
Gary J. Roberts*
    57       N/A       N/A       95,428          
President and CEO of FNBPA since 2004; Sr. Executive VP and COO of FNBPA from 2003 to 2004; and Sr. Executive VP of FNBPA from 2002 to 2003
                                       
Brian F. Lilly*
    49       N/A       N/A       26,655          
CFO of the Corporation since January 2004; Chief Administrative Officer of FNBPA since 2003; and CFO of Billingzone, LLC, Pittsburgh, Pennsylvania from 2000 to 2003
                                       
David B. Mogle*
    57       N/A       N/A       62,391          
Corporate Secretary of the Corporation since 1994; Treasurer of the Corporation from 1986 to 2004; Secretary and Senior Vice President of FNBPA since 1994, Treasurer of FNBPA from 1999 to 2004
                                       
James G. Orie*
    48       N/A       N/A       48,778          
Chief Legal Officer of the Corporation since 2004; Corporate Counsel of the Corporation from 1996 to 2003; and Senior Vice President of FNBPA since 2003
                                       
All Directors and Executive Officers as a Group (18 persons)
    N/A       N/A       N/A       1,467,064       2.4  
 
 
* Denotes person who served as an executive officer of the Corporation during 2006.
 
u Denotes persons nominated for election to the Corporation’s Board of Directors at our Annual Meeting.

7


Table of Contents

 
** Director Wallace’s retirement is effective as of April 30, 2007.
 
uu Although Directors Rooney and Hickton are members of Class II and Class I, respectively, they are required under Florida law to stand for election since they were appointed to the Board in 2006.
 
(a) The term of office for directors expires at the Annual Meeting to be held during the year and upon the election of the directors’ successors.
 
(b) Includes the following shares that the director or officer has the right to acquire within 60 days of March 5, 2007, upon exercise of stock options: Mr. Mortensen, 166,775 shares; Mr. Gurgovits, 277,199 shares; Mr. Radcliffe, 2,937 shares; Mr. Strimbu, 2,138 shares; Mr. Wallace, 8,743 shares; Mr. Roberts, 55,277 shares; Mr. Mogle, 37,704 shares; and Mr. Orie, 36,677 shares.
 
(c) Except as otherwise indicated, each director possesses sole voting power and sole investment power as to all shares listed opposite his name or shares these powers with his spouse or a wholly-owned company. The totals shown do not include the 493 shares held of record by Mr. Mortensen’s spouse, as to which Mr. Mortensen disclaims beneficial ownership.
 
(d) Unless otherwise indicated, represents less than 1%.
 
(e) Includes 444 shares owned by Mr. Gurgovits’ wife and 9,506 shares owned by Mr. Gurgovits’ wife as a participant in her personal profit sharing account.
 
(f) Includes 2,072 shares owned by Mr. Campbell’s wife.
 
(g) Includes 2,700 shares owned by Mr. Malone’s children.
 
(h) Includes 5,976 shares owned by Mr. Radcliffe’s wife.
 
(i) Includes 510 shares owned by Mr. Rose’s wife.
 
 
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires that our executive officers and directors, as well as persons who own 10% or more of a class of our equity securities, file reports of their ownership of our securities, as well as statements of changes in such ownership, with the Securities and Exchange Commission (the “SEC”). To our knowledge, based solely on a review of copies of reports filed on behalf of our directors and executive officers and written representations received by us from our executive officers and directors (we do not have any shareholders who own 10% or more of any class of our equity securities), that no other reports were required, and our review of the statements of ownership changes filed by our executive officers and directors with the SEC during 2006, we believe that all such filings required during 2006 were made on a timely basis.
 
 
We are not aware of any stockholder who was the beneficial owner of more than 5% of the outstanding shares of common stock as of December 31, 2006, except for the entities identified in the table below who have filed Schedule 13Gs with the SEC:
 
                 
    Amount and Nature
  Percent of
    of Beneficial
  Outstanding Common Stock
Name and Address
  Ownership(1)   Beneficially Owned
 
Barclays Global Investors, NA
    4,589,855(2 )     7.61 %
Barclays Global Fund Advisors
               
45 Fremont Street
San Francisco, CA 94105
               
Perkins, Wolf, McDonnell & Co.*
    1,917,300(3 )     3.40 %
311 South Wacker Drive
Chicago, IL 60606
               
Janus Capital Management LLC
    1,917,300(3 )     3.40 %
151 Detroit Street
Denver, CO 80206
               


8


Table of Contents

 
The majority owner of Perkins, Wolf, McDonnell & Co. is Mac-Per Wolf Company. Perkins, Wolfe, McDonnell & Co., also is an indirect subsidiary of Janus Capital Management, LLC (Janus Capital has an indirect 30% ownership stake in Perkins, Wolf, McDonnell & Co), which is located at 151 Detroit Street, Denver, CO 80206.
 
(1) Under the regulations of the SEC, a person who has or shares voting or investment power with respect to a security is considered a beneficial owner of the security. Voting power is the power to vote or direct the voting of shares, and investment power is the power to dispose of or direct the disposition of shares.
 
(2) According to the Schedule 13G filed under the Exchange Act on January 31, 2007. Barclays Global Investors, NA has sole voting power of 865,780 shares and sole dispositive power of 995,789 shares, and Barclays Global Fund Advisors has sole voting and dispositive power of 3,594,066 shares.
 
(3) According to the Schedule 13Gs filed under the Exchange Act by Janus Capital Management, LLC and Mac-Per-Wolf Company on January 31, 2007, and February 13, 2007, respectively, Janus Capital Management, LLC and Perkins, Wolf, McDonnell & Co. each furnish investment advice to various investment companies registered under the Investment Company Act of 1940 and to individual and institutional clients and in the aggregate have sole or shared voting and investment power over 3,834,600 shares. The information set forth above is as reported by Mac-Per-Wolf Company and Janus Capital Management, LLC in their respective Schedule 13Gs.
 
 
The Company has developed and operated under corporate governance principles and practices that are designed to maximize long-term shareholder return, align the interest of the Board and management with the Company’s shareholders, and promote the highest ethical conduct among the Company’s directors, management and employees.
 
You can find more specific details about these and other F.N.B. corporate governance policies and practices in this proxy statement and F.N.B.’s Corporate Governance Guidelines available on F.N.B.’s website at www.fnbcorporation.com under the tab, “Corporate Governance,” and then clicking on the heading, “F.N.B. Corporation Corporate Governance Guidelines.” The Corporate Governance Guidelines are also available in print to any shareholder who requests it by contacting us at: F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, Pennsylvania 16148 c/o Corporate Secretary. Highlights of portions of the Company’s Corporate Governance Guidelines, as well as some of F.N.B.’s corporate governance policies, practices, procedures and related matters are described below.
 
  •  All of the directors are independent, with the exception of Mr. Gurgovits who is the only F.N.B. officer on the Board.
 
  •  Shareholders may communicate directly with the Board or any Board Committee, or any individual director.
 
  •  The Audit, Nominating and Corporate Governance and Compensation Committees are composed entirely of independent directors.
 
  •  Each of the regular Board committees has a written charter that is reviewed and reassessed annually.
 
  •  Audit Committee members cannot serve on more than two other public company audit committees.
 
  •  The F.N.B. internal audit function is overseen by our internal auditor, who reports directly to the Audit Committee.
 
  •  The Compensation Committee has retained two independent compensation consultants to provide the Committee with advice and guidance on F.N.B.’s executive compensation program.
 
  •  F.N.B.’s Corporate Governance Guidelines are posted on the “Corporate Governance” page of F.N.B.’s website at www.fnbcorporation.com, and a copy of these Guidelines may be obtained by written request to our Corporate Secretary (see instructions in bolded paragraph below).


9


Table of Contents

 
  •  F.N.B. conducts an annual self-evaluation process of the Board, each regular Board committee and the individual directors.
 
  •  F.N.B.’s Code of Conduct and Code of Ethics for directors, officers, and employees is disclosed on the “Corporate Governance” page of F.N.B.’s website at www.fnbcorporation.com, and a copy of these Codes may be obtained by written request to our Corporate Secretary (see instructions in bolded paragraph below).
 
  •  The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders.
 
  •  The Audit, Nominating and Corporate Governance, and Compensation Committee charters are posted at www.fnbcorporation.com under the tab, “Corporate Governance,” and a copy of the charters may be obtained by written request to our Corporate Secretary (see instructions in bolded paragraph below).
 
  •  Every three years each F.N.B. director is expected to attend director education programs accredited by Institutional Shareholder Services.
 
  •  Shareholder voting is confidential.
 
  •  F.N.B. directors and officers are subject to stock ownership guidelines.
 
  •  The Board recognizes the importance of independent leadership on the Board, as evidenced by its establishment of a Lead Director position.
 
This portion of the proxy statement contains information about a variety of our corporate governance policies and practices. In particular, you will find information about our compliance with the NYSE’s corporate governance rules approved by the SEC. The NYSE believes that these rules will maintain the integrity of public companies’ corporate governance processes. The NYSE and SEC intend that these disclosures will enhance the transparency of the operations of public company boards of directors.
 
We encourage you to visit the “Corporate Governance” page of our corporate website at www.fnbcorporation.com for additional information about our Board and its Committees, our Corporate Governance Guidelines and the ethical standards of our Company. Additional information on these topics is also included in other sections of this proxy statement.
 
If you would like to have printed copies of the F.N.B. Corporate Governance Guidelines, the F.N.B. Corporation Codes of Conduct and Ethics or the charters of the Board’s Audit, Nominating and Corporate Governance or Compensation Committees (all of which are posted on our corporate website), please send your written request to: F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, Pennsylvania 16148, Attention: Corporate Secretary. We will provide the material at no cost to you.
 
 
Background.  Because we are a company listed on the NYSE, our Board of Directors must have a majority of independent members. Under the NYSE’s corporate governance rules, 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 family1 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 the Board. However, the Board may not determine directors who have relationships covered by one of five bright-line independence tests established by the NYSE, or the categorical independence standards contained within F.N.B.’s Corporate Governance Guidelines, as discussed below, are independent.
 
 
1 The F.N.B. Corporate Governance Guidelines incorporate the NYSE definition of the term “immediate family member” to include a director’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone who resides in the director’s home.


10


Table of Contents

 
The New York Stock Exchange’s bright-line independence tests.  The NYSE has adopted five bright-line independence tests for directors. The NYSE’s director independence requirements are designed to increase the quality of Board oversight at listed companies and to lessen the possibility of damaging conflicts of interests. Each of these tests describes a specific set of circumstances that would cause a director not to be independent from our management. The NYSE’s corporate governance rules do not define every relationship that will be considered material for purposes of determining a director’s independence from our management. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. For example, one of the bright-line independence tests provides that a director who is an employee of F.N.B. or its affiliates, or whose immediate family member is an executive officer of F.N.B. is not independent until three years after the end of the employment relationship.
 
The four other bright-line independence tests address circumstances involving:
 
  •  the receipt of more than $100,000 per year in direct compensation from F.N.B. or its affiliates, except for certain permitted payments such as directors fees;
 
  •  relationships with F.N.B.’s internal or external auditors;
 
  •  interlocking directorates; and
 
  •  business relationships involving companies that make payments to, or receive payments from, F.N.B. above specified annual thresholds.
 
Categorical standards of director independence adopted by our Board of Directors.  The NYSE’s corporate governance rules permit a listed company’s board of directors to adopt categorical standards of director independence. Categorical standards permit a board of directors to determine in advance that specific categories of relationships between a listed company and a director do not, by themselves, render a director non-independent. Of course, categorical standards of independence cannot override the bright-line independence tests established by the NYSE. Categorical standards are intended to assist a board in making determinations of independence. The NYSE recognizes that the adoption and disclosure of categorical standards provide investors with an adequate means of assessing the quality of a board’s independence and its independence determinations, while avoiding excessive disclosure of immaterial relationships.
 
Our Board, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted categorical standards of independence. Our Board applied these standards in determining the independence of the individual members of F.N.B.’s Board of Directors. These categorical standards, which are set forth in the F.N.B. Corporation Corporate Governance Guidelines, can be found on our website at www.fnbcorporation.com under the F.N.B. “Corporate Governance”.
 
The F.N.B. categorical standards of independence generally provide, among other things, that ordinary course business relationships do not constitute material relationships. These categorical standards generally permit directors or any entity or partnership of which such director or immediate family member is an officer, partner, director or 10% equity owner to provide consulting, legal, business or other services or products within ordinary course relationships as long as these relationships do not represent a significant financial relationship for F.N.B. or the service or product provider. A significant financial relationship is deemed not to exist if such service or product provider has made payments to, or received payments from the Company, or its affiliates, in an amount that, in any of the last five fiscal years does not exceed the greater of $1,000,000 or 2% of such entity’s consolidated gross revenues.
 
Also, under F.N.B.’s categorical standards, the determination of whether a director is independent includes an evaluation of any transactions and relationships between each director, any member of his or her immediate family or his or her related business entities and the Company or its subsidiaries and affiliates. Our categorical independence standards generally specify that the F.N.B. Board of Directors examine any transactions and relationships between directors, including their immediate family members, any entity or partnership in which they or their immediate family members have an ownership interest or employment relationship, (subsequently such relationships are referred to in this proxy statement as “related business interest(s)”), and our Company or affiliates or transactions with members of our senior management. In this instance where a director, officer, his/her


11


Table of Contents

immediate family member or related business interest(s) is a client of F.N.B., or any of its affiliates, such business relationship will not be deemed to be material if the business relationship was entered into in the ordinary course of business on terms substantially similar to those that would be offered to comparable customers in similar circumstances and termination of such business relationship is not reasonably expected to have a material adverse effect on the financial condition, results of operations, or business of F.N.B., its affiliates or the director, his/her immediate family member or related business interest(s).
 
F.N.B.’s categorical standards provide that a material relationship will not be considered to exist where F.N.B.’s contributions to a non-profit entity, for which an F.N.B. director is an officer, do not exceed 5% of the non-profit’s total revenues.
 
Since banking is a significant portion of our business, our Board of Directors determined that a director’s independence is not affected where there is a loan relationship made in the ordinary course between FNBPA and the director, his/her immediate family member or related business interest(s) or immediate family member and such loan conforms with applicable bank policies and federal regulatory requirements and is performing in accordance with its contractual terms and such loan has not been adversely classified or specifically mentioned by the federal bank examiners or FNBPA’s internal loan review process. Additionally, a director’s participation in subordinated debt, private equity, mezzanine financing or other financial transactions entered into by our subsidiary, F.N.B. Capital Corporation, LLC, will not be deemed to create a material relationship if the director, the director’s immediate family member, or the related business interest, participates in such transaction and the transaction is made on terms substantially the same as those pursuant to which F.N.B. Capital Corporation, LLC participates, unless the director or immediate family member is an officer, director or owner of 10% or more of the equity of the enterprise, business or entity to which F.N.B. Capital Corporation, LLC provides such financing or equity.
 
Where a director or a director’s immediate family member is associated as a partner or associate of, or of counsel to, a law firm that provides services to the Company or any of its affiliates, such relationship will not be deemed material if neither the director nor an immediate family member of the director provides such services to F.N.B. or its affiliates and the payments received from F.N.B. or its affiliates do not exceed 2% or $1,000,000, whichever is greater, of the law firm’s gross revenues in any of the prior five years.
 
Also, the Corporate Governance Guidelines require that the Board “broadly consider all relevant facts and circumstances” especially in situations not covered by the NYSE bright-line or F.N.B.’s categorical independence standards.
 
As required by the NYSE’s corporate governance rules, we disclose in this proxy statement any director relationships with us that meet either the NYSE bright-line independence tests or F.N.B.’s categorical independence standards. In certain limited cases, a director may have a relationship that is described by a categorical independence standard and NYSE bright-line independence test. In such a case, the bright-line test will determine whether the director’s relationship is a material relationship that prohibits a determination of independence by our Board.
 
 
On February 21, 2007, the Board, with the assistance of the Nominating and Corporate Governance Committee, conducted an evaluation of director independence, based on the director independence standards set forth in the Company’s Corporate Governance Guidelines, the NYSE rules and applicable SEC rules and regulations. In connection with this review, the Board evaluated banking, commercial, business, investment, legal, charitable, consulting, familial or other relationships with each director or immediate family member and their related business interest(s) and the Company and its affiliates, including those relationships described under the caption, “Related Persons Transactions,” in this proxy statement.
 
As a result of this evaluation, the Board affirmatively determined that each of Messrs. Campbell, Ekker, Goldstein, Malone, Mortensen, Radcliffe, Rooney, Rose, Strimbu, Wahl and Ms. Hickton is an independent director under the Company’s director independence standards, the NYSE rules and the applicable SEC rules and regulations. Mr. Wallace, who is retiring, was also determined to be independent. In connection with the evaluation, the Board considered that in addition to the fact that the Company’s various affiliates provided lending, wealth management, insurance and other financial services in the ordinary course of business to the directors, their


12


Table of Contents

immediate family members and their related business interest(s), some directors, their immediate family members and their related business interest(s) provided services to the Company and its affiliates or participated in transactions with the Company’s merchant banking affiliate, and concluded that none of these relationships were material. In particular, the Board considered the following relationships:
 
  •  Director Wallace’s son and Director Rose’s step-son are employed with affiliates of the Company, but neither person received total compensation in excess of $100,000 in 2006, and their respective compensation and benefits were established in accordance with the Company’s compensation policies and practices;
 
  •  In 2006 Director Rose and Director Goldstein provided subordinated financing to business enterprises to which the Company’s subsidiary, F.N.B. Capital Corporation, LLC, also provided financing. However, neither Director Rose nor Director Goldstein had any ownership interest in these enterprises nor were either of them a director or officer of these entities. Further, Directors Rose and Goldstein’s participation in the subject financing arrangements were on the same terms as were negotiated by F.N.B. Capital Corporation, LLC.
 
  •  Director Wallace and Director Ekker are partners with law firms which provided legal services to the Company or its affiliates. Additionally, Director Hickton’s spouse is a partner with a law firm which provided services to FNBPA. The amount paid by the Company and its affiliates to these law firms in 2006 was less than $50,000 in each case and did not approach the 2% of consolidated revenue threshold contained in the Company’s categorical independence standards.
 
  •  FNBPA leases a corporate box at Heinz Field in Pittsburgh, Pennsylvania and purchased tickets and paid for food and beverages to entertain clients at various events held there, including Pittsburgh Steelers’ football games. Director Rooney is President of the Pittsburgh Steelers Sports, Inc. The amounts paid by FNBPA in connection with the corporate box lease, ticket purchases and food and beverage costs were less than $120,000, which constituted a nominal portion of the Pittsburgh Steelers Sports, Inc.’s consolidated gross revenues in 2006.
 
  •  To our knowledge, the aggregate grants, donations and contributions made by the Company or its affiliates to any non-profit organization for which one of our directors served as an officer did not exceed 2% of such organization’s consolidated gross revenues in 2006.
 
Our Board affirmatively determined that Mr. Gurgovits is not independent under the NYSE corporate governance rules and F.N.B.’s categorical director independence standards because he is the Company’s President and Chief Executive Officer.
 
 
The Company’s policy is that our Board of Directors hold at least one executive session per year. The Lead Director presides at the executive session meeting. The Board conducted one executive session in 2006, in which only non-management directors attended.
 
OUR BOARD OF DIRECTORS AND ITS COMMITTEES
 
 
Our Board of Directors met 12 times in 2006. All directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the respective committees on which such director served. All of our directors attended our 2006 Annual Meeting. It is the policy of our Board of Directors that our directors are expected to attend our Annual Meeting. Our Board of Directors has an Executive Committee, an Audit Committee, a Nominating and Corporate Governance Committee, a Compensation Committee and a Risk Committee.
 
 
The Board has long recognized the importance of independent leadership on the board and toward that end established the designation of Lead Director in 2006. As provided in the Corporate Governance Guidelines, the


13


Table of Contents

independent directors elect the Lead Director for a one-year term and such person cannot serve more than three consecutive terms as Lead Director. In 2006, the independent directors elected Mr. Campbell to serve as the Board’s Lead Director. The duties and responsibilities of the Lead Director include, but are not limited to, the following:
 
  •  Assist the Board in fulfilling its responsibility for reviewing, evaluating and monitoring the Corporation’s strategic plan by meeting with the Corporation’s Chief Executive Officer to monitor and remain knowledgeable regarding the status of such plan;
 
  •  Maintain liaison and communications with the Corporation’s Chairman, directors and Chief Executive Officer for the purpose of coordinating information flow among the parties with the goal of optimizing the effectiveness of the Corporation’s Board and Board Committees;
 
  •  Serve as a conduit of information and feedback among the Corporation’s Chairman, directors and Chief Executive Officer between Board meetings;
 
  •  Coordinate the review and resolution of conflict of interest issues with respect to members of the Corporation’s Board as they may arise;
 
  •  Coordinate and develop the agenda for, and preside at, executive sessions of the Corporation’s Board; and
 
  •  Preside at meeting(s) of the Company’s non-management directors.
 
 
Our Executive Committee met 13 times in 2006. Messrs. Mortensen, Campbell, Goldstein, Gurgovits, Rose and Radcliffe are the members of our Executive Committee. The purpose of our Executive Committee is to provide an efficient means of considering such matters and taking such actions as may require the attention of our Board of Directors or the exercise of our Board of Directors’ powers or authorities, consistent with Florida law and Company bylaws, in the intervals between regular meetings of our Board of Directors.
 
 
The members of our Audit Committee are Messrs. Radcliffe, Goldstein, Malone and Strimbu. Our Audit Committee selects our independent registered public accounting firm and reviews our financial reporting process, audit reports and management recommendations made by our independent registered public accounting firm. The Audit Committee met 12 times during fiscal year 2006. In addition, the Chairman of the Audit Committee met quarterly with management and internal and external auditors to review our quarterly financial statements, press releases and periodically to discuss routine matters with management. A copy of our Audit Committee Charter is posted under the “Corporate Governance” tab on our website at www.fnbcorporation.com.
 
Our Board has reviewed the requirements of the NYSE and the SEC regarding the independence and financial aptitude of the members of our Audit Committee and has determined that the Audit Committee is in compliance with such requirements. Although we have determined that each of our Audit Committee members qualify as a “financial expert” within the meaning of applicable requirements of the SEC and NYSE, our Board has determined that the Chairman of our Audit Committee, Mr. Radcliffe, by virtue of his extensive career in business and experience in the areas of banking, finance, investments and business generally, be designated as the Audit Committee financial expert.
 
 
The members of our Nominating and Corporate Governance Committee are Ms. Hickton and Messrs. Campbell, Ekker, Rose and Wahl. All of the Nominating and Corporate Governance Committee members satisfy applicable SEC and NYSE independence standards and the independence criteria specified in our Corporate Governance Guidelines. This Nominating and Corporate Governance Committee met 7 times in 2006. A copy of the Charter of our Nominating and Corporate Governance Committee is posted on our website at www.fnbcorporation.com under the “Corporate Governance” tab. This Nominating and Corporate Governance Committee assists in developing standards concerning the qualifications and composition of the Corporation and affiliate Boards; recommends director candidates to stand for election to the Company Board and director


14


Table of Contents

appointments to the Company’s affiliate Boards and affiliate advisory boards and seeks to promote the best interest of the Company and its shareholders through the implementation of prudent and sound corporate governance principles and practices. The Nominating and Corporate Governance Committee coordinates the Board’s self-assessment process and assists in the development of Board education and training initiatives. In making its recommendations, our Nominating and Corporate Governance Committee conducts a review and assessment of the nominee’s judgment, experience, temperament, independence and compatibility with the Company’s culture, understanding of the Company’s finances, business and operations, attendance at meetings and such other factors as the Nominating and Corporate Governance Committee considers relevant. In general, our Nominating and Corporate Governance Committee seeks to balance the needs for professional knowledge, business expertise, varied industry knowledge, financial acumen and CEO-level management experience.
 
Recommendations to the Nominating and Corporate Governance Committee with respect to the 2008 Annual Meeting of Shareholders must be submitted in writing to the Corporate Secretary by the deadline specified in the Corporation’s Bylaws to the address indicated in the discussion under the caption titled “Shareholder Proposals” in this proxy statement. Such recommendations shall include the name, age, citizenship, business and residence addresses, qualifications, including principal occupation or employment, and directorships and other positions held by the proposed nominee in business, charitable and community organizations. Information must also be provided concerning: (i) any commercial, industrial, banking, consulting, legal, accounting, charitable, familial or other relationships involving the proposed nominee and us that may be relevant in determining whether the proposed nominee is independent of us under the then applicable rules of the SEC and the NYSE and the independence criteria set forth in our Corporate Governance Guidelines and (ii) the educational, professional and employment-related background and experience of the proposed nominee, together with any other facts and circumstances that may be relevant in determining whether the proposed nominee is an “audit committee financial expert” under the applicable rules of the SEC and the NYSE.
 
In performing its corporate governance function, the Nominating and Corporate Governance Committee performs the following responsibilities: (i) reviews the qualifications and independence of members of the Board and its various Committees on a regular periodic basis (at least annually); (ii) recommends to the Board the Company’s corporate governance principles and practices to be included in the Company’s Corporate Governance Guidelines; (iii) recommends independence standards to be used by the Board in making determinations regarding the independence of the Company’s directors; (iv) monitors compliance with the Company’s Corporate Governance Guidelines; and (v) assists the Board in its annual review of the Board’s performance.
 
 
The Risk Committee was established in 2006 and had 6 meetings in 2006. The primary responsibilities of the Risk Committee are to assist the Board in reviewing and overseeing information regarding the Company’s significant policies, procedures and practices relating to the Company’s management of its enterprise-wide risk program, including establishing acceptable risk tolerance levels for the Company. The following directors are current members of the Risk Committee: Messrs. Campbell, Radcliffe, Rose and Wallace.
 
 
Information concerning the Compensation Committee membership, number of meetings held in 2006 and the Committee responsibilities are discussed under the caption, “Executive Compensation and Other Proxy Disclosures,” in this proxy statement. A copy of the Compensation Committee charter is posted under the “Corporate Governance” tab of our website at www.fnbcorporation.com.


15


Table of Contents

 
 
The Compensation Committee of the Board (the “Committee”) has reviewed and discussed the matters contained under the title, “Compensation Discussion and Analysis,” of this proxy statement with the Company’s management and, based on such review and discussions, the Committee recommended to the Board that the compensation discussion and analysis be included in this proxy statement. Portions of this proxy statement, including the compensation discussion and analysis, have been incorporated by reference into the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended December 31, 2006.
 
Respectfully submitted,
 
Robert B. Goldstein, Chairman
John W. Rose
David J. Malone
Arthur J. Rooney, II
William J. Strimbu
 
 
The Committee consists of Robert B. Goldstein as Chairman, David J. Malone, Arthur J. Rooney, II, John W. Rose and William J. Strimbu. Our Board of Directors has delegated the responsibility of setting the compensation of the Company’s Chief Executive Officer, other executives and key employees (“Senior Officers”) and directors to the Committee. The Committee met 7 times in 2006. Each Committee member has been determined to be independent under the NYSE Rules, and are non-employees under the meaning of Rule 16b-3 under the Exchange Act.
 
 
The Committee administers the Company’s executive compensation program, including the oversight of executive compensation policies and decisions, administration of the annual cash incentive award plan applicable to executive officers and administration of the Company’s equity incentive plan. The Committee administers and interprets the Company’s 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 the Committee’s charter, a copy of which is available on our website. The Committee also reviews and approves executive officer, including Chief Executive Officer, compensation, including, as applicable, salary, short-term incentive and long-term incentive compensation levels, perquisites, equity compensation, severance arrangements and other forms of executive officer compensation. The Committee’s charter reflects its responsibilities, which the Committee reviews annually, and recommends any proposed changes to the Board.
 
 
From time to time, the Committee delegates authority to fulfill various functions of administering the Company’s plans to employees of the Company. Specifically, the Committee delegates administration of the Company’s qualified plans to the Pension Committee, which is a Committee of Senior Officers of the Company having the appropriate expertise, experience and background in handling defined benefit and defined contribution plans.
 
 
The Compensation Committee engaged Mercer Human Resource Consulting, Inc. (“Mercer”) to assist it in evaluating the compensation practices at F.N.B. and to provide advice and ongoing recommendations regarding Chief Executive Officer, Senior Officer and director compensation that are consistent with F.N.B.’s business goals and pay philosophy. Mercer provides market information and analysis as background to decisions regarding total compensation, including base salary and short and long-term incentives, for the Chief Executive Officer, other


16


Table of Contents

Senior Officers and directors. The Committee also received advice regarding Senior Officer compensation from Towers Perrin. Towers Perrin provided competitive assessments of executive compensation including composition of the Company’s peer group, performance against peers and competitive pay review. Towers Perrin also provided preliminary incentive design recommendations related to the Company’s annual incentive and long-term incentive plans.
 
Mercer is not affiliated with F.N.B. nor did it provide any other services or perform other work for the Company in 2006. Towers Perrin serves as the actuary for the Company’s defined benefit plan and provides other consulting services related to the administration of the Company’s qualified and non-qualified benefit plans.
 
In performance of their duties, Mercer and Towers Perrin (collectively “Consultants”) interacted with the Chief Executive Officer, Director of Human Resources, Corporate Counsel and other Company employees. Additionally, the Consultants communicated with, took direction from, and regularly interacted with the Chairman of the Compensation Committee and other members of the Compensation Committee in addition to attending Compensation Committee meetings on an as needed basis.
 
 
This section discusses the material factors involved in the Company’s decisions regarding the compensation of the Named Executive Officers (as defined in the discussion under the caption, “Summary Compensation Table,” of this proxy statement) during 2006. The specific amounts paid or payable to the Named Executive Officers are included in the tables and narrative under the title, “Summary Compensation Table,” of this proxy statement. The following discussion cross-references the specific tabular and narrative disclosures where appropriate.
 
 
F.N.B. seeks to link the interest of shareholders and management in creating long-term shareholder value through its compensation program. F.N.B. believes it will accomplish this objective and attract and maintain highly motivated and talented employees by linking compensation to individual performance and long-term Company performance. The Committee designed F.N.B.’s compensation program to result in increased compensation when performance is above targeted or benchmarked standards and decreased total compensation when performance is below targeted standards.
 
Elements of Compensation
 
 
F.N.B. has divided executive compensation into three broad categories: (i) base salary and benefits, (ii) short-term annual incentive bonus, and (iii) long-term incentive compensation. F.N.B. then uses its incentive programs to reward its Named Executive Officers (and other Senior Officers) for individual and Company performance through its annual and long-term incentive plans. Overall, the awards under the plans are designed to vary with position and level of responsibility reflecting the principle that total compensation opportunity should increase with position and responsibility while, at the same time, putting a greater percentage of Named Executive Officer compensation “at risk” based on Company and individual performance.
 
 
F.N.B. desires that its compensation programs be competitive in the marketplace. Thus, F.N.B. benchmarks itself against an appropriate comparative group of financial services companies with assets in the $3 billion to $10 billion range. For purposes of comparing base salary, annual incentives, and long-term compensation, the Committee conducts a review of its benchmarks throughout the year, with assistance from the Consultants, using a variety of methods such as direct analysis of proxy statements of other financial services companies, as well as a review of compilation of survey data of companies of a similar size published by several independent consulting firms and customized compensation surveys performed by independent consulting firms. Overall, the Committee’s intention is to have total compensation be in the fiftieth percentile of compensation paid by competitors for


17


Table of Contents

comparable positions, with an annual bonus and long-term incentive opportunity such that, if a Named Executive Officer realizes the incentives, his or her total compensation will be above the median and in the third quartile.
 
In setting Named Executive Officer compensation, the Committee reviews the above survey data and the proxy data of a group of 13 companies generally located in the mid-Atlantic and northeastern Ohio region and located outside of major metropolitan areas. The Company believes this group is representative of the market in which we compete for talent and includes companies of similar size and product and service offerings. However, with the assistance of the Consultants, the Committee regularly reviews the group to assure that it remains an appropriate benchmark for F.N.B. F.N.B. is in the median of the peer group in terms of asset size and market capitalization. The 13 companies in the peer group are:
 
     
Chittenden Corp.
  Harleysville National Corporation
Citizens Republic Bancorp
  S&T Bancorp
FBOP Corporation
  Sandy Spring Bancorp, Inc.
First Commonwealth Financial Corporation
  Susquehanna Bancshares, Inc.
First Financial Bancorp
  United Bankshares, Inc.
Firstmerit Corporation
  Wesbanco, Inc.
Fulton Financial Corporation
   
 
For purposes of determining whether the Company has met its long-term incentive performance targets, the Company compares its performance to all financial service organizations located throughout the United States, having assets in the $3 billion to $10 billion range. Currently, there are 63 organizations in this group. This group includes all types of financial service organizations, such as commercial banks, savings and loan associations and credit unions. The Committee believes this comparative group is diverse and provides the necessary depth to be meaningful in setting relative goals.
 
The Committee reviewed the corporate goals and objectives relevant to Mr. Gurgovits’ compensation for 2006, including the annual incentive bonus paid in 2006 for 2005 performance and the restricted stock awards. The Committee considered Mr. Gurgovits’ contributions to the Company. The Committee believes that Mr. Gurgovits’ dedication to the Company and leadership, especially since the spin-off of the Company’s Florida operations, have been important to our ongoing growth, including the Company’s movement into the Harrisburg, Pennsylvania market, in 2006. The Committee believes Mr. Gurgovits’ total compensation is at a level competitive with Chief Executive Officers’ salaries within the financial services industry and within the thirteen bank peer group more particularly described above.
 
Total compensation for Named Executive Officers is comprised of base salary, annual cash incentive awards, long-term equity awards, retirement and post-employment benefits, and other benefits and perquisites. The various components of compensation are detailed below.
 
 
  •  Why the Company pays this Component
 
The Company provides base salary and benefits to all salaried employees including the Named Executive Officers, in order to provide them with a degree of financial certainty. Competitive base salaries further the compensation program’s objectives by allowing the Company to attract talented employees by providing a fixed portion of compensation upon which all employees can rely. Base salary is the only fixed cash portion of our Named Executive Officers’ compensation.
 
  •  How the Company determines the Amount
 
Each year, the Company reviews the annual salary for each Named Executive Officer. Year-to-year, the Company determines adjustments to each Named Executive Officer’s base salary based upon an assessment of his or her performance versus job responsibilities, including the impact of such performance on F.N.B.’s financial results. The Committee targets base salary for Named Executive Officers at the median for its peer group. The Company reviews base salary annually and adjusts it as the Company deems appropriate. In certain cases, the Company increases base salary in order to raise the Named Executive Officer’s annual


18


Table of Contents

salary to reflect more closely the annual salaries of comparably performing peer group executives. As more particularly set forth in the Summary Compensation Table, for the year ended December 31, 2006, Mr. Gurgovits received an annual salary of $525,024.
 
  •  Relation of Base Salary to Other Components of Compensation
 
A Named Executive Officer’s base salary is a reference point for the Company’s annual incentive opportunities. The Company determines the level at which Named Executive Officers participate in the Executive Incentive Compensation Plan (EIC Plan). This level is typically expressed in a percentage amount. For example, if a Named Executive Officer participates in the EIC Plan at the 20% level, it means that the Named Executive Officer’s target incentive opportunity would be the Named Executive Officer’s base salary multiplied by 20%. In addition, base salary is the only component of compensation in the formula under which the Named Executive Officer’s pension benefit accrues under the Company’s Pension Plan that was in effect during 2006. A Named Executive Officer may also defer a portion of his or her base salary and bonus into the Company’s 401(k) Plan.
 
 
The Company paid cash bonuses to our Named Executive Officers under our EIC Plan, except Mr. Gurgovits, as more particularly stated in the Summary Compensation Table and Grants of Plan Based Awards tables. The EIC Plan provides additional compensation to Named Executive Officers based on the Company’s achievement of certain financial objectives. The EIC Plan is open to each Named Executive Officer and all other salaried personnel selected by the Company’s Chief Executive Officer and the Compensation Committee for participation.
 
  •  Why the Company pays this Component
 
The Company believes that a significant amount of compensation should be contingent on Company performance. By putting a portion of the Named Executive Officers’ and Senior Officers’ total short-term compensation “at-risk,” the Company expects to drive the Company’s annual performance goals. These goals are critical to the Company’s earnings per share and total shareholder return, which are important measures to both the Company and its shareholders. Thus, by paying annual incentive compensation, the Company links its performance to increasing shareholder value.
 
  •  How the Company Determines the Amount
 
F.N.B. targets short-term, annual incentive compensation, such that it is tied directly to both corporate and individual performance. Corporate performance is based upon the Company’s performance relative to its overall annual performance plan goals as approved by the Board of Directors, including goals related to net income and earnings per share. The Chief Executive Officer, the other Named Executive Officers and other Senior Officers are each eligible to receive an annual cash bonus based upon Company and individual performance. All annual bonuses are discretionary, with the Compensation Committee establishing bonuses for the Chief Executive Officer and other Named Executive Officers, and reviewing and approving the recommendations of the Chief Executive Officer for other members of the senior management team. The general parameters for target bonuses for the Chief Executive Officer, the other Named Executive Officers and other Senior Officers range from 20% to 60% of base pay.
 
The Committee establishes an annual bonus pool based upon the Company meeting an annual target net income goal set by the Board of Directors. The pool is a product of the annual salaries of the participants multiplied by the participants’ target payout levels. If the Company fails to achieve 80% of the target goal, the plan does not provide for any annual incentive compensation payout to the Chief Executive Officer, the other Named Executive Officers or other Senior Officers. Additionally, if the Company exceeds the goal as set by the Board of Directors, then the plan provides for annual incentive payments that are higher than the target bonus for each Named Executive Officer and other Senior Officers. The EIC Plan provides for an increase over target if the Company’s performance exceeds plan from 1% to 20% of goal.
 
The maximum bonus that the Company will award under the EIC Plan is two times the Named Executive Officer’s target bonus amount. The EIC Plan gives the Committee discretion to increase and decrease


19


Table of Contents

individual awards from the plan targets; however, the annual pool cannot be increased. Additionally, the Committee has discretion to consider unusual factors and their resulting effect on corporate performance, i.e., significant merger and acquisition transactions, unusual investment gains or losses, corporate and balance sheet restructuring, significant asset sales and other items the Compensation Committee deems appropriate in determining whether the Company met the target goal.
 
Named Executive Officers and other Senior Officers who can make an important contribution to our success, as determined by the Committee, are included in the compensation pool. Objectives may be different from individual to individual. Mr. Gurgovits, as noted above, is entitled by contract to a retention bonus if he is employed on December 31 of each year during which his employment agreement remains in effect, and may be entitled to a performance bonus. As reflected in the Summary Compensation Table, Mr. Gurgovits received the retention bonus for 2006. Each participating Named Executive Officer, including Mr. Gurgovits, is eligible for a bonus equal to a certain percentage of that Named Executive Officer’s base salary if the Company and the Named Executive Officer attain established goals. The Company goal for all Named Executive Officers, except Mr. Roberts, is based on total Company performance. Mr. Roberts’ goal is a factor using both the performance of the Company, weighted 30%, and its subsidiary, FNBPA, weighted 70%. The Company has discretion within the pool to allocate the respective percentage of the pool that each participant in the EIC Plan receives.
 
In 2006, the Company exceeded 80% of the target net income goal. Thus, the Company awarded bonuses to the Named Executive Officers, other than Mr. Gurgovits, as more particularly reflected in the Summary Compensation Table and Grants of Plan-Based Awards table and accompanying narrative. Specifically, the Company achieved 97.3% of its net income target or $67.6 million despite the various pressures on earnings, including a flat to inverted yield curve, softening housing market and extremely competitive pricing. The Committee did not adjust corporate results for any unusual factors.
 
  •  Relation of Annual Incentives to Other Components of Compensation
 
The Company has targeted its annual incentive compensation to vary significantly based upon performance against the annual target net income goal. Therefore, there is a significant “upside” and “downside” potential. Annual incentive awards provide the potential for payment to the Named Executive Officers at or above the target level if the Company performance is at or above the target net income goal. Similarly, if Company performance is below the target net income goal, the compensation of Named Executive Officers also will be below the target bonus amount. For each 1% the Company deviates from its net income goal, the annual incentive compensation pool is affected by 5%. For example, if the Company exceeds its net income goal by 2%, then a Named Executive Officer’s annual incentive bonus payment may be increased up to 10% more than his or her target bonus amount. Likewise, if the Company misses its target goal by 5%, then each Named Executive Officer’s potential bonus amount is reduced by 25%. A Named Executive Officer may also defer a portion of his or her bonus into the Company’s 401(k) Plan.
 
  •  The Committee has deferred a decision on whether to pay and the amount of any performance bonus for 2006 for Mr. Gurgovits. The Committee reached this decision as a result of the Committee’s analysis of the tax consequences under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”). Specifically, the annual bonus plan under which the Committee would award Mr. Gurgovits a bonus has not yet been approved by the shareholders. (See Proposal 3 of this proxy statement). Since the Company has requested shareholder approval of the F.N.B. Corporation 2007 Incentive Compensation Plan (“2007 Plan”) at the Annual Meeting, the Committee has deferred a decision on paying a performance bonus to Mr. Gurgovits until after the shareholder vote on the 2007 Plan.
 
 
In recent years, the Compensation Committee has placed greater emphasis on restricted stock awards (both performance and service-based) as a means to increase long-term stock ownership by Named Executive Officers. Based upon various factors, including the Company’s commitment to its shareholders to be a value oriented, high-dividend paying company, the Company currently does not award stock options. The Compensation Committee has determined that it is in the Company’s best interest to continue to rely on granting equity-based awards in restricted


20


Table of Contents

stock in order to best align the Company’s compensation practices with the Company’s long-term financial performance goals and objectives and its shareholders’ interests.
 
The Committee has historically granted restricted stock awards in January. In 2006, the Committee did not make any awards under the Company’s long-term incentive plan, the F.N.B. Corporation 2001 Incentive Plan (the “2001 Plan”), since the Committee had previously elected to make awards in December 2005. The December 2005, awards were the awards that the Committee otherwise would have granted in 2006. However, by making these grants in 2005 the Company attempted to minimize adverse accounting effects under financial accounting standard (FAS) 123R, which became effective in January 2006. As a result of the adoption of FAS 123R, equity awards under the long-term incentive plan would have needed to be expensed immediately for Named Executive Officers and other employees who had already achieved the age of normal retirement. Additionally, under FAS 123R, the Company would have been required to accelerate expensing of awards to employees reaching normal or early retirement age during the vesting period of the award. Therefore, the Company thought it more appropriate to reconsider the timing of the awards in order to mitigate an adverse accounting affect on the Company in the future. At the same time, the Committee recognized the need to reward Named Executive Officers for 2005 performance. Thus, it granted the awards prior to the effective date of FAS 123R.
 
In 2005, under the Company’s 2001 Plan, the Compensation Committee also granted restricted stock to certain other employees who do not participate in the Company’s annual incentive bonus program who made important performance related contributions to the Company or its affiliates. These restricted stock awards vest in equal installments over a five-year period. Similarly, the Committee did not make any of these awards in 2006.
 
The Committee also has not made restricted stock awards in 2007, because of a proposed change in structure from awards of prior years as noted above. As a result, the Board of Directors is submitting the 2007 Plan for vote by the shareholders at the Annual Meeting. The 2007 Plan, among other things, will provide the Committee the discretion to offer immediate vesting for equity-based awards issued under the 2007 Plan upon a participant attaining the age of normal or early retirement (see “Plan Summary” discussed under Proposal 3 of this proxy statement for a complete description of the 2007 Plan). This change to the award structure and the delay in granting awards will be beneficial to the Company and its shareholders, as the changes will help minimize the adverse accounting effects of certain awards under FAS 123R described above. Therefore, the Company anticipates granting awards later in 2007, which it typically would have granted in January.
 
Since 2004, the Committee has made restricted stock awards, 50% of which vest in full at the end of three years (“Time Awards”) and 50% that vest in full at the end of four years, provided, the Company meets certain financial performance requirements set forth in the awards (“Performance Awards”). Current outstanding Performance Awards cliff vest at the end of four years if the Company’s annual return on average tangible equity is in the top quartile relative to peers. For each year in which the Company’s financial performance is in the top quartile during the four one year performance periods, the Named Executive Officer receives 25% of the initial Performance Award on the cliff vesting date. All restricted stock awards, including both Time Awards and Performance Awards, are subject to forfeiture if the Named Executive Officer terminates employment, other than as a result of retirement, death or disability, before the cliff vesting date. The Committee believes this allocation of equity awards assists the Company in attracting and retaining highly qualified Named Executive Officers, rewarding Named Executive Officers for loyalty to the Company, and driving Company performance, while creating shareholder value by linking the shareholders’ interests and the Named Executive Officers’ interests in long-term success.
 
 
In October, 2006, the Committee adopted the Management Stock Ownership Policy which requires the Chief Executive Officer, all the Named Executive Officers and all other participants in the long-term incentive plan, the 2001 Plan and any successor plan to maintain varying levels of stock ownership based upon the officer’s participation level in the plan.
 
 
All salaried employees except employees, of First National Insurance Agency, LLC (FNIA), participate in a defined benefit pension plan, the Retirement Income Plan (“RIP”), and all employees are eligible to participate in a


21


Table of Contents

401(k) retirement savings plan. In addition, each of our Named Executive Officers participates in a supplemental executive retirement plan, the Basic Retirement Plan (“BRP”), and each of our Named Executive Officers receives benefits in the event of the termination of employment as detailed in the Potential Termination and Change in Control tables and accompanying narrative. Additionally, described in the narrative in connection with the Potential Termination and Change in Control tables, upon a change in control, Mr. Roberts receives payments and benefits, and if certain events occur after a change in control, Mr. Lilly is also entitled to payments and benefits.
 
  •  Why the Company pays these Benefits to Executives
 
Retirement Plans, in general, are designed to provide Named Executive Officers and other employees with financial security after retirement. The Company’s defined benefit pension plan, the RIP, offers benefits to employees which are more particularly detailed in the narrative accompanying the Pension Benefits table. Additionally, the Company provides matching contributions under the 401(k) Plan, for all employees, including the Named Executive Officers. However, due to Code limits on the amount of compensation that may be recognized for tax-qualified retirement plans, certain Named Executive Officers, including, Messrs. Gurgovits, Roberts and Lilly, are unable to receive the full amount of contributions to the 401(k) Plan and a portion of their base compensation is not included in the calculation of their pension benefit. Therefore, the Company also offers the F.N.B. Corporation ERISA Excess Retirement Plan and the F.N.B. Corporation Lost Match Plan to allow any affected employee to receive the full benefit intended by the qualified retirement plans.
 
In addition to those plans, the Company also maintains a supplemental executive retirement plan, known as the BRP, which supplements the benefits provided by the RIP. The purpose of the BRP is to insure a minimum level of retirement income for the Named Executive Officers and other Senior Officers who participate in the plan. Post-retirement compensation is necessary to attract and retain talented executives. The Company believes its post-retirement benefits are competitive in the industry and provide Named Executive Officers appropriate retirement benefits.
 
The Company also provides severance and change in control payments through employment contracts that provide additional security for our Named Executive Officers. The Company determined that the continued retention of the services of the Named Executive Officers on a long-term basis fosters stability of senior management through retention of well-qualified officers. The Potential Payments Upon Termination or Change in Control tables and accompanying narrative detail the Named Executive Officer’s employment contracts.
 
  •  How the Company determines the Amount to Pay
 
The RIP benefit is determined by a precise formula set forth in the plan document and explained in the narrative accompanying the Pension Benefits table. The 401(k) Plan provides for the Company to match employee contributions in Company stock equal to 50% of up to 6% of the employee’s contributions. The ERISA Excess Lost Match Plan and ERISA Excess Retirement Plan benefit formulas are based upon the specific opportunity or amount lost by the Named Executive Officer, or other participant, due to Code limits and are more fully detailed in the Pension Benefits table and narrative. The benefit under the BRP is a monthly benefit equal to a target benefit percentage based on years of service at retirement and a designated tier as determined by the Committee and detailed in the narrative accompanying the Pension Benefits table. The Company does not grant extra years of credited service under any of its qualified or non-qualified plans. The termination and change in control benefits for Named Executive Officers were set by contract and are described more fully in the Potential Termination and Change in Control Payments tables and in the narrative accompanying the Summary Compensation Table.
 
  •  Relation of these Benefits to Other Components of Compensation
 
Retirement benefits are directly linked to the amount of the Named Executive Officer’s base compensation. The formula for determining benefits under each of the plans includes the named Executive Officer’s base salary. In the case of the 401(k) Plan only, the Company also matches employee contributions from any bonus payments (up to Code limits). Additionally, under the BRP, annual incentive pay is also used in the calculation of the participant’s benefit. Similarly, while the named Executive Officer’s termination benefits


22


Table of Contents

are determined under their respective employment agreements, generally, termination benefits are a product of base compensation and in the case of Mr. Gurgovits, his annual retention bonus.
 
 
The Company’s Named Executive Officers participate in a wide array of benefit plans that are generally available to all employees of the Company. Benefits primarily consist of participation in the Company’s defined benefit, defined contribution and health and welfare benefit plans. In addition, some of the named Executive Officers receive perquisites in the form of country club membership dues, a company car and other perquisites more particularly detailed as part of the Summary Compensation Table and accompanying narrative. The Company provides country club membership dues to certain Named Executive Officers in order to provide them with the ability to entertain customers, potential customers and various business contacts. Similarly, the Company provides certain Named Executive Officers a company car for purposes of appropriate transportation for entertainment of customers, vendors and business contacts and traveling between the Company’s facilities. These perquisites are detailed in the Summary Compensation Table.
 
Additionally, as set forth in the narrative accompanying the Potential Payments Upon Termination or Change in Control table, Mr. Gurgovits has previously entered into a post-employment consulting agreement with the Company. Mr. Gurgovits will also receive deferred compensation under the Non-Qualified Deferred Compensation Agreement as more particularly detailed in the narrative accompanying the Pension Benefits table.
 
 
Section 162(m) of the Code limits the deductibility of the compensation in excess of $1 million dollars paid to the Chief Executive Officer or any of the Named Executive Officers unless such compensation qualifies as “performance-based compensation.” Performance Awards of restricted stock granted under our 2001 Plan are intended to meet the performance-based compensation exception to the annual $1 million dollar limitation. Although our cash bonus program does not currently meet the performance-based exception to the IRS deduction limitation, awards and bonuses under our proposed 2007 Plan are intended to satisfy this exception for all cash and stock awards. While the Compensation Committee is cognizant of the tax deduction limitations applicable to our compensation program for Named Executive Officers, the Committee may from time to time set compensation levels outside the deduction limitations if it deems the amount of compensation is appropriate.
 
Other provisions of the Code also can affect the Company’s compensation decisions. Under Code Section 280G, a 20% excise tax is imposed upon Named Executive Officers and other executive officers who receive “excess” payments upon a change in control of a public corporation to the extent the payments received by them exceed an amount approximating three times their average annual compensation. The excise tax applies to all payments equal to or exceeding three times annual compensation, determined by a five-year average. A company also loses its tax deduction for “excess” payments.
 
In addition, the Code was recently amended to provide surtax under Section 409A of the Internal Revenue Code with respect to various features of deferred compensation arrangements of publicly held corporations, mostly for compensation deferred on or after January 1, 2005. We have made the appropriate changes to our non-qualified retirement plans and employment agreements to help ensure there are no adverse affects on the Company or executive officers as a result of these Code amendments. We do not expect these changes to have a material tax or financial consequence on the Company.
 
As discussed above, the Company has calculated and discussed with the Committee the tax impact to the Company and the executives of each of its cash and equity compensation awards and agreements. The Company also calculates and monitors the FAS 123R accounting expense related to equity-based compensation.


23


Table of Contents

 
Summary Compensation Table
 
The following table shows the total compensation paid or earned by the Company’s Chief Executive Officer, Chief Financial Officer and the three most highly paid executive officers other than the Chief Executive Officer and Chief Financial Officer (each, a “Named Executive Officer” and together, the “Named Executive Officers”) for services rendered in all capacities to the Company and its subsidiaries for its fiscal year ended December 31, 2006:
 
                                                                         
                                        Change in
             
                                        Pension Value
             
                                        and
             
                                        Nonqualified
             
                                  Non-Equity
    Deferred
             
                      Stock
    Option
    Incentive Plan
    Compensation
    All Other
       
Name and
        Salary
    Bonus
    Awards
    Awards
    Compensation
    Earnings
    Compensation
    Total
 
Principal Position
  Year     ($)     ($)(1)     ($)(2)     ($)     ($)(3)     ($)(4)     ($)     ($)  
 
Stephen J. Gurgovits
    2006       525,024       100,000       363,508       0       0       0       93,984       1,082,516  
President and CEO
                                                                       
Brian F. Lilly
    2006       252,000       0       107,864       0       87,166       44,921       43,453       535,404  
Chief Financial Officer
                                                                       
Gary J. Roberts
    2006       325,008       0       122,992       0       138,585       207,658       48,630       842,873  
President and CEO, FNBPA
                                                                       
David B. Mogle
    2006       166,320       0       53,563       0       43,147       54,467       10,975       328,472  
Corporate Secretary
                                                                       
James G. Orie
    2006       165,000       0       31,392       0       42,805       28,894       8,937       277,028  
Chief Legal Officer
                                                                       
 
 
(1) Payments under the Company’s annual incentive plan are reported in the Non-Equity Incentive Compensation Plan column not the Bonus column, in accordance with SEC requirements. For Mr. Gurgovits the bonus column reflects the $100,000 annual retention bonus to which he is entitled if he is employed on December 31st of each year during which his employment contract remains in effect.
 
(2) The Company did not grant stock awards in 2006. The restricted stock award amounts shown in this table, with respect to awards granted in prior fiscal years, represent the dollar amount of expense recognized for financial statement reporting purposes for the fiscal year determined pursuant to Statement of Financial Accounting Standards No. 123(R), Share-Based Payment. Assumptions used in the calculation of this amount are included in Note #18 to the Company’s audited financial statements for the fiscal year ended December 31, 2006, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2007. The restricted stock awards granted under the 2001 Plan vest either after (i) the executive’s continued employment with the Company or one of its affiliates for three years or (ii) the Company’s achievement of performance goals and the executive’s continued employment with the Company or one of its affiliates for four years. The amounts reflected assume that each executive will perform the requisite service and that the Company will achieve the required performance goals. The amount for Mr. Gurgovits also includes a stock award valued at $15,890 for service as a director of the Company in 2006 that vested immediately upon grant. All restricted stock earns cash dividends that are reinvested into additional shares of the Company’s common stock under the F.N.B. Corporation Dividend Reinvestment and Direct Stock Purchase Plan. These reinvested shares are subject to the same restrictions and vesting schedule as the underlying restricted stock.
 
(3) Amount earned by the Named Executive Officer as an annual incentive bonus under our EIC Plan, based upon 2006 Company performance. The EIC Plan is discussed in further detail in the Compensation Discussion and Analysis under the heading “Annual Incentive Awards.” As more fully described in the Compensation Discussion and Analysis, the Compensation Committee has deferred a decision on paying a performance bonus for 2006 to Mr. Gurgovits until after the shareholder vote on the 2007 Plan. The maximum amount that the Compensation Committee may grant to Mr. Gurgovits, based on the Company’s performance during 2006, is $272,405.
 
(4) The amounts in this column reflect the actuarial change in the present value of the Named Executive Officers’ benefit under all pension plans established by the Company determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements and includes amounts that the Named Executive Officer may not currently be entitled to receive because such amounts are not vested. The


24


Table of Contents

Company’s pension plans are described in the narrative accompanying the “Pension Benefits” table. In addition, the change in the present value of the accumulated benefit under the Deferred Compensation Agreement between FNBPA and Mr. Gurgovits is calculated in accordance with APB No. 12, assuming an interest rate of 5.70% and assuming that payments will commence at age 65 and continue for 10 years. Note that the change in value for Mr. Gurgovits was actually a decrease of $46,539. However, based on the SEC’s interpretive guidance, the amount shown in the Summary Compensation Table should not be less than $0. The Company does not pay or provide above-market interest under Non-Qualified Deferred Compensation Plans.
 
 
The following table reflects the items included in the “All Other Compensation” column of the Summary Compensation Table shown above.
 
                                                         
                                  Split Dollar
       
    Disability
          Tax
    401(k)
    Lost
    Life Insurance
    Total All Other
 
    Insurance
    Perquisites
    Grossups
    Match
    Match
    Premiums
    Compensation
 
Name
  ($)     ($)     ($)     ($)     ($)     ($)     ($)  
 
Stephen J. Gurgovits
    5,102       68,457       213       6,000       14,212       0       93,984  
Brian F. Lilly
    0       34,839       35       6,000       2,579       0       43,453  
Gary J. Roberts
    0       36,865       85       6,000       5,680       0       48,630  
David B. Mogle
    0       0       0       5,807       0       5,168       10,975  
James G. Orie
    0       0       0       5,666       0       3,271       8,937  
 
The Named Executive Officers receive various perquisites provided by or paid for by the Company pursuant to Company policies or individual agreements with the executive. SEC rules require disclosure of the perquisites and other personal benefits, securities or property for a Named Executive Officer unless the amount of that type of compensation is less than $10,000 in the aggregate.
 
Perquisites Table
 
The following table reflects the perquisites included in the “All Other Compensation” column of the Summary Compensation Table shown above:
 
                                         
    Country Club
          Company
          Total Perquisites
 
    Equity
    Country Club
    Provided
          Included in All Other
 
    Memberships
    Dues
    Automobiles(1)
    Other(2)
    Compensation(3)
 
Name
  ($)     ($)     ($)     ($)     ($)  
 
Stephen J. Gurgovits
    16,579       25,994       24,223       1,661       68,457  
Brian F. Lilly
    0       5,537       29,302       0       34,839  
Gary J. Roberts
    0       18,162       18,354       349       36,865  
David B. Mogle
    0       0       0       0       0  
James G. Orie
    0       0       0       0       0  
 
 
(1) The valuation of the company provided automobiles was calculated as follows: current year depreciation expense for the Company owned automobile plus all costs incurred related to the automobile (including, but not limited to, the cost of insurance, gas, car washes, repairs, and registration and inspection fees) less the Company’s mileage reimbursement allowance for business miles driven by employees who use their own automobile for business purposes.
 
(2) The amounts reported as “Other” include personal travel expenses and sporting event tickets for Mr. Gurgovits and sporting event tickets and dues to certain organizations for Mr. Roberts. Messrs. Gurgovits and Roberts attended the sporting events with customers of the Company.
 
(3) In addition to the amounts reported above, during 2006, Mr. Roberts used the company aircraft to travel on company business and his wife accompanied him. There was no incremental cost of her accompanying him on the business trip. The valuation for all perquisites other than Company provided automobiles shown above is the actual cost to the Company.


25


Table of Contents

 
The foregoing Summary Compensation Table and its sub-tables do not include certain fringe benefits generally made available on a non-discriminatory basis to all of our salaried employees such as group health insurance, dental insurance, vision insurance, life insurance, accidental death and dismemberment insurance and long-term disability insurance, which we consider to be ordinary and incidental business costs and expenses.
 
Mr. Gurgovits’ employment agreement dated December 31, 2005, as amended by an amendment dated December 15, 2006, provides for his continued employment as the Company’s President and Chief Executive Officer and as Chairman of FNBPA’s Board of Directors. The agreement was effective as of January 1, 2006, and expires on December 31, 2008 (Term). Under the terms of the agreement, Mr. Gurgovits receives a base salary which is reflected in the Summary Compensation Table and may be increased from time to time as determined by the Board. Additionally, the agreement, as amended, provides for Mr. Gurgovits to receive a retention bonus of $100,000 if Mr. Gurgovits remains employed on December 31st of each year of the Term. In addition to the annual retention bonus, Mr. Gurgovits is eligible for annual incentive compensation at a target award level of 60% of his base salary with the possibility of achieving a bonus between 0% and 120% of base salary based upon performance of the Company. The severance and change in control provisions of Mr. Gurgovits’ employment agreement are described under “Potential Payments Upon Termination or Change in Control.”
 
Mr. Lilly serves as the Company’s Chief Financial Officer. Mr. Lilly’s employment agreement is dated October 6, 2003, and had an initial term of two years. Unless sooner terminated, the agreement automatically extends for one year on the anniversary of the commencement date. Either party may terminate the automatic renewal by providing the other 60 days’ advance written notice of non-renewal. Presently, Mr. Lilly’s employment agreement runs through October, 2008. Under the terms of the agreement, Mr. Lilly is entitled to receive from the Company a base salary which is reflected in the Summary Compensation Table and may be increased from time to time as is determined by the Board. Additionally, Mr. Lilly is eligible to participate in incentive compensation and bonus plans of the Company at the discretion of the Compensation Committee. Mr. Lilly’s target award level for annual incentive compensation is 40% of his base pay with the possibility of achieving a bonus between 0% and 80% of base pay based upon performance of the Company. The severance and change in control provisions of Mr. Lilly’s employment agreement are described under “Potential Payments Upon Termination or Change in Control.”
 
Mr. Roberts is the President and Chief Executive Officer of the Company’s principal subsidiary, FNBPA. Mr. Roberts’ current employment agreement is dated December 2, 2002, and was initially for a three year term. Unless sooner terminated, the agreement automatically extends for one year on the anniversary of the commencement date. Either party may terminate the automatic renewal by providing the other 60 days’ advance written notice of non-renewal. Presently, the agreement runs until December, 2009. Under the terms of the agreement, Mr. Roberts is entitled to receive from FNBPA, a base salary, which is reflected in the Summary Compensation Table, which may be increased from time to time as is determined by the Board. Additionally, Mr. Roberts is eligible to participate in incentive compensation and bonus plans of the Company at the discretion of the Compensation Committee. Mr. Roberts’ target award level for annual incentive compensation is 50% of his base pay with the possibility of achieving a bonus between 0% and 100% of base pay based upon performance of the Company and FNBPA. The severance and change in control provisions of Mr. Roberts’ employment agreement are described under “Potential Payments Upon Termination or Change in Control.”
 
Mr. Mogle serves as the Company’s Corporate Secretary and Mr. Orie serves as the Company’s Chief Legal Officer. Their employment agreements are virtually identical and are dated October 4, 2005. The initial term of the agreements is for two (2) years, which automatically extend for one year periods on their anniversary, unless sooner terminated. Either the Company or Messrs. Mogle or Orie may terminate the automatic renewal of their respective agreements by providing the Company 60 days’ advance written notice of non-renewal. Presently, the contracts run through October 2008. Under the terms of the agreements, Mr. Mogle and Mr. Orie receive a base salary, which is reflected in the Summary Compensation Table, which may be increased from time to time as is determined by the Board. Additionally, Mr. Mogle and Mr. Orie are eligible to participate in incentive compensation and bonus plans of the Company at the discretion of the Compensation Committee. Mr. Mogle’s and Mr. Orie’s target award level for annual incentive compensation is 30% of base pay with the possibility of achieving a bonus between 0% and 60% of base pay based upon performance of the Company. The severance and change in control provisions of Mr. Mogle’s


26


Table of Contents

and Mr. Orie’s employment agreements are described in the narrative accompanying the “Potential Payments Upon Termination or Change in Control” tables.
 
Grants of Plan-Based Awards
 
The following table sets forth grants of plan-based awards to the Named Executive Officers for 2006:
 
                                                                                         
                                              All Other
    All Other
             
                                              Stock
    Option
             
                                              Awards:
    Awards:
          Grant Date
 
          Estimated Future Payouts
    Estimated Future Payouts
    Number
    Number of
    Exercise or
    Fair Value
 
          Under Non-Equity
    Under Equity
    of Shares
    Securities
    Base Price
    of Stock
 
          Incentive Plan Awards(1)     Incentive Plan Awards(2)     of Stock
    Underlying
    of Option
    and Option
 
    Grant
    Threshold
    Target
    Maximum
    Threshold
    Target
    Maximum
    or Units
    Options
    Awards
    Awards
 
Name
  Date     ($)     ($)     ($)     ($)     ($)     ($)     (#)     (#)     ($/Sh)     ($)  
 
Stephen J. Gurgovits
    n/a       0       315,014       630,029       0       0       0       0       0       0       0  
Brian F. Lilly
    n/a       0       100,800       201,600       0       0       0       0       0       0       0  
Gary J. Roberts
    n/a       0       162,504       325,008       0       0       0       0       0       0       0  
David B. Mogle
    n/a       0       49,896       99,792       0       0       0       0       0       0       0  
James G. Orie
    n/a       0       49,500       99,000       0       0       0       0       0       0       0  
 
 
(1) The amounts shown represent the threshold, target and maximum amounts to be earned by the Named Executive Officer under the annual incentive compensation program based upon the Company’s performance during 2006. The amounts actually earned for 2006 were below the target and are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
 
(2) The Company did not grant stock awards in 2006.
 
Participants who terminate service prior to year-end are not eligible for annual incentive compensation under the program. In the event of death, disability or retirement (i.e., age 55 with five years of service), during the year or before the Company makes payment of the annual incentive award amount, the Committee, at its discretion, may approve a pro-rata award. The program provides for payment in the case of a change in control as more particularly detailed in the Potential Payments Upon Termination or Change in Control tables.
 
There are 2,582,472 shares, representing 4.3% of the Company’s outstanding shares of Common Stock, remaining available for awards under the 2001 Plan. If the performance criteria are not met, the Named Executive Officers will not earn 38,340 shares in the aggregate that will then become available for issuance under the 2001 Plan.


27


Table of Contents

 
Outstanding Equity Awards at Fiscal Year-End(1)
 
The following table sets forth certain information summarizing the outstanding equity awards of each Named Executive Officer as of December 31, 2006.
 
                                                                         
    Option Awards(2)     Stock Awards(3)  
                                                    Equity
 
                                              Equity
    Incentive
 
                Equity
                            Incentive
    Plan Awards:
 
                Incentive
                            Plan Awards:
    Market or
 
                Plan Awards:
                            Number of
    Payout Value
 
    Number of
    Number of
    Number of
                Number of
          Unearned
    of Unearned
 
    Securities
    Securities
    Securities
                Shares or
    Market Value
    Shares, Units
    Shares, Units
 
    Underlying
    Underlying
    Underlying
                Units of
    of Shares or
    or Other
    or Other
 
    Unexercised
    Unexercised
    Unexercised
    Option
          Stock That
    Units of Stock
    Rights That
    Rights That
 
    Options
    Options
    Unearned
    Exercise
    Option
    Have Not
    That Have Not
    Have Not
    Have Not
 
    Exercisable(4)
    Unexercisable
    Options
    Price
    Expiration
    Vested(5)
    Vested
    Vested(6)
    Vested
 
Name
  (#)     (#)     (#)     ($)     Date     (#)     ($)     (#)     ($)  
 
Stephen J. Gurgovits
    82,741       0       0       10.21224       1/23/2010       61,997       1,132,685       20,008       365,546  
      1,319                       10.21223       1/23/2010                                  
      85,036                       10.43640       1/22/2011                                  
      1,457                       10.43639       1/22/2011                                  
      53,419                       12.93944       1/20/2012                                  
      53,227                       13.74803       1/20/2013                                  
Brian F. Lilly
    0       0       0       0       0       19,272       352,099       6,421       117,312  
Gary J. Roberts
    11,242       0       0       13.77657       1/18/2008       21,985       401,666       7,353       134,339  
      19,178                       10.62181       1/24/2009                                  
      21,049                       10.21224       1/23/2010                                  
      21,556                       10.43640       1/22/2011                                  
      12,846                       12.93944       1/20/2012                                  
      20,875                       13.74803       1/20/2013                                  
David B. Mogle
    7,972       0       0       10.62181       1/24/2009       9,500       173,565       2,751       50,261  
      8,956                       10.21224       1/23/2010                                  
      9,373                       10.43640       1/22/2011                                  
      5,677                       12.93944       1/20/2012                                  
      5,726                       13.74803       1/20/2013                                  
James G. Orie
    8,183       0       0       10.62181       1/24/2009       5,610       102,495       1,822       33,288  
      8,807                       10.21224       1/23/2010                                  
      9,051                       10.43640       1/22/2011                                  
      5,366                       12.93944       1/20/2012                                  
      5,270                       13.74803       1/20/2013                                  
 
 
(1) All awards were made under the 2001 Plan or the F.N.B. Corporation 1998 Director Stock Option Plan or a predecessor plan (collectively referred to as the “Incentive Plans”).
 
(2) Options may be granted under the Incentive Plans with up to a ten-year expiration date and with a strike price of no less than 100% of the closing sales price of the Company’s Stock on the NYSE on the business day preceding the award date. Options cannot be transferred or assigned by a participant under the Incentive Plans, other than by will or pursuant to the laws of succession. As noted previously, the Company did not issue stock options in 2006.
 
(3) Stock Awards are shares of common stock awarded under the Incentive Plans subject to a restriction period and/or satisfaction of one or more performance-based criteria, determined by the Committee. Recipients of restricted stock are generally entitled to receive dividends on and to vote the shares of restricted stock, but cannot freely trade the shares subject to the award until expiration of the restriction period. Unless otherwise determined by the Committee, if a participant terminates employment with the Company and all subsidiaries for a reason other than retirement, disability, death or change in control, as detailed in the Potential Payments Upon Termination or Change in Control tables, before the expiration of the applicable restriction period, the participant will forfeit any restricted shares that are still subject to a restriction and such shares will be returned to the authorized share pool for re-issuance as awards under the 2001 Plan. The participant cannot transfer, assign, sell, exchange or pledge restricted shares awarded under the Incentive Plans during the restriction period. When restricted stock vests, the participant recognizes ordinary income on the then market value of the shares, and the Company receives a tax deduction in that same amount.
 
(4) All outstanding stock options are 100% vested.


28


Table of Contents

 
(5) Restricted stock shares in this column consist of all time-based restricted shares outstanding as well as all performance based restricted stock awards where the performance period is complete and the Company met the performance thresholds; however, the shares are not yet vested. If the executive is still employed by the Company on the dates indicated, these restricted stock shares will vest as follows:
 
                                         
Vesting Date
  Mr. Gurgovits     Mr. Lilly     Mr. Roberts     Mr. Mogle     Mr. Orie  
 
January 14, 2007
    15,187       4,348       5,217       2,493       1,218  
January 20, 2007
    0       0       0       0       87  
January 14, 2008
    11,391       3,261       3,915       1,872       915  
January 19, 2008
    12,603       4,164       4,164       2,388       1,166  
January 20, 2008
    0       0       0       0       87  
January 18, 2009
    13,211       4,333       5,285       1,242       1,242  
January 19, 2009
    6,302       2,082       2,082       1,194       584  
January 18, 2010
    3,303       1,084       1,322       311       311  
 
 
(6) Restricted stock shares in this column are reported assuming that the Company will achieve its performance goal. Based on that assumption these restricted stock shares are expected to vest as follows:
 
                                         
Vesting Date
  Mr. Gurgovits     Mr. Lilly     Mr. Roberts     Mr. Mogle     Mr. Orie  
 
January 14, 2008
    3,797       1,087       1,305       624       305  
January 19, 2009
    6,302       2,082       2,082       1,194       584  
January 18, 2010
    9,909       3,252       3,966       933       933  
 
 
The following table contains information concerning the aggregate option exercises and the vesting of restricted stock by the Named Executive Officers in 2006.
 
                                 
    Option Awards     Stock Awards  
    Number of
          Number of
       
    Shares
          Shares
       
    Acquired
    Value Realized
    Acquired
    Value Realized
 
    on Exercise
    on Exercise
    on Vesting
    on Vesting
 
Name
  (#)     ($)     (#)     ($)  
 
Stephen J. Gurgovits
    143,454       889,937       0       0  
Brian F. Lilly
    0       0       0       0  
Gary J. Roberts
    0       0       0       0  
David B. Mogle
    14,411       83,126       0       0  
James G. Orie
    10,080       58,010       82       1,414  
 
 
(1) All awards were made under the Incentive Plans.


29


Table of Contents

 
 
The following table contains information concerning the pension benefits for each Named Executive Officer as of December 31, 2006:
 
                             
              Present Value of
       
        Number of Years
    Accumulated
    Payments During
 
        Credited Service
    Benefit
    Last Fiscal Year
 
Name
  Plan Name   (#)(1)     ($)(2)     ($)  
 
Stephen J. Gurgovits
  F.N.B. Corporation Retirement
Income Plan
    45.25       902,857       0  
    F.N.B. Corporation ERISA
Excess Retirement Plan
    45.25       1,109,858       0  
    F.N.B. Corporation Basic
Retirement Plan
    45.25       2,301,851       0  
    Deferred Compensation
Agreement between FNBPA and
Stephen J. Gurgovits
    n/a       242,777       0  
Brian F. Lilly
  F.N.B. Corporation Retirement
Income Plan
    3.17       53,738       0  
    F.N.B. Corporation ERISA
Excess Retirement Plan
    3.17       7,857       0  
    F.N.B. Corporation Basic
Retirement Plan
    3.17       23,805       0  
Gary J. Roberts
  F.N.B. Corporation Retirement
Income Plan
    9.33       206,933       0  
    F.N.B. Corporation ERISA
Excess Retirement Plan
    9.33       94,158       0  
    F.N.B. Corporation Basic
Retirement Plan
    9.33       488,650       0  
David B. Mogle
  F.N.B. Corporation Retirement
Income Plan
    30.50       479,006       0  
    F.N.B. Corporation Basic
Retirement Plan
    30.50       180,543       0  
James G. Orie
  F.N.B. Corporation Retirement
Income Plan
    10.92       115,244       0  
    F.N.B. Corporation Basic
Retirement Plan
    10.92       73,388       0  
 
 
(1) The Company’s pension plans do not provide credit for additional years of service to any of the Named Executive Officers.
 
(2) For the RIP, ERISA Excess Retirement Plan (the “Excess Plan”) and the BRP, the present value of accumulated benefits reflected above were determined using the same assumptions as used for the December 31, 2006, financial statement disclosures, except assuming retirement at the normal retirement age (age 62) or current age, if older. We have assumed a discount rate of 5.90% and 1994 Group Annuity Mortality table (gender distinct) for post-retirement mortality. The present value of the accumulated benefit under the Deferred Compensation Agreement between FNBPA and Mr. Gurgovits is calculated in accordance with APB No. 12 assuming an interest rate of 5.70% and assuming that payments will commence at age 65 and will continue for 10 years. The present value reported above is reflected as an accrued liability in the financial statements of FNBPA as of December 31, 2006.


30


Table of Contents

 
The following is a summary of the Company’s qualified and non-qualified plans mentioned in the Pension Benefits table:
 
 
The RIP is a traditional defined benefit plan qualified under the Code and subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and is available to all salaried employees, except First National Insurance Agency, LLC employees. The RIP provides for benefit payments in the form of a lifetime annuity with five years guaranteed and provides the participant the ability to select from several choices for the form of the annuity. The election that the participant chooses may affect the amount of the annual benefit as reflected in the Pension Benefits table. The annual annuity benefit is payable, without reduction, to participants with five years of service who retire after age 62 and is calculated by multiplying each participant’s final average base salary by 1.2%, plus, if appropriate, 0.5% of the participant’s final average base salary that is in excess of covered compensation (as defined in Section 401(1)(5)(E) of the Code), with the sum being multiplied by the participant’s years of credited service, not to exceed 25 years. A participant’s final average base salary is calculated using the highest 60 consecutive months of base salary, not including incentive compensation, within the last 120 months of the participant’s service with the Company. The RIP provides for cliff vesting after five years of employment. Mr. Mogle and Mr. Roberts are eligible for early retirement and a reduced benefit under the RIP as they are over age 55 and have more than five years of service. The RIP provides for an early commencement reduction factor that decreases as the participant’s age approaches age 62. The early reduction factor is multiplied by the participant’s benefit as determined by the RIP to arrive at the reduced benefit. Mr. Gurgovits is eligible for normal retirement under the RIP since he is over age 62. Mr. Roberts was a participant in a predecessor plan that was merged into the RIP and contained a different benefit calculation formula. As a result, he is entitled to the greater benefit of (1) the predecessor formula for all years of service; or (2) the predecessor formula for years of credited service through December 31, 2002, plus the formula stated above for years of credited service on or after January 1, 2003, which can only be determined at the time of retirement. The RIP does not provide for any reductions for amounts due to the participants from the Social Security Administration or any other sources, such as the Company’s 401(k) Plan.
 
 
The Excess Plan is a non-qualified plan under ERISA and is available to all participants of the RIP. The Excess Plan provides retirement benefits equal to the difference, if any, between the maximum benefit allowable under the Code and the amount that would be provided under the RIP formula if the Code did not impose limits on the amount of compensation included for purposes of calculating a qualified plan benefit. The Excess Plan provides the full amount of benefit that would have been paid under the formula of the RIP but for the Code limits, reduced by the amount of benefit that is actually provided by the RIP. The participant’s rights to benefits under the Excess Plan cliff vest at 100% upon the attainment of age 55 with five years of service or upon normal retirement, “Change in Control” (as defined in the Excess Plan) and death. Benefits are payable at the same time and manner as the participant’s benefit under the RIP or BRP, if the participant is also a participant in the BRP.
 
 
We maintain a separate supplemental executive retirement benefit plan, the BRP, applicable to our Named Executive Officers (and other Senior Officers) who are designated by the Committee. Officers participating in the BRP receive a benefit based on a target benefit percentage, which is based on the officer’s years of service at retirement. The target percentages are based upon the tier assigned to the participant by the Committee. The tier percentages are as follows: Tier 1, 3.00% for each of the first 10 years of employment, plus 1.50% for the next 10 years of employment, plus 0.75% for the next 10 years of employment; Tier 2, 3.50% for each of the first 10 years of employment, plus 2.00% for the next 10 years of employment, plus 0.75% for the next 10 years of employment. Prior to 2005 there was also a CEO Tier that provided the following target percentages: 4.00% for each of the first 10 years of employment, plus 2.50% for the next 10 years of employment, plus 1.00% for the next 5 years of employment. Mr. Gurgovits participates in the BRP at this level.
 
If a participant was 50 years old or older as of December 31, 2002, in no event will the benefit payable under the BRP be less than the benefit that would have been payable under the predecessor plan. The predecessor plan


31


Table of Contents

provided for a target benefit percent of either 50% or 60% multiplied by final average earnings. Similar to the current plan, the plan benefit is reduced by the amount the participant receives from the RIP assuming a full career with F.N.B., social security and the Excess Plan assuming a full career with F.N.B., and is reduced for retirement prior to age 62. Currently, Mr. Roberts’ BRP benefit is based on the predecessor plan with a target benefit percent of 60%.
 
When a participant retires, the benefit under the BRP is a monthly benefit equal to the participant’s aggregate target benefit percentage multiplied by the participant’s highest average monthly cash compensation including bonuses, during five consecutive calendar years within the last ten calendar years of employment. This monthly benefit is reduced by the monthly benefit the participant receives from the Social Security Administration, the RIP and the Excess Plan.
 
The BRP contains a provision for reducing the basic benefit if the participant retires prior to normal retirement (age 62) but on or after early retirement age (age 55 with five years of service). The participant’s rights to benefits under the BRP vest at 100% upon the attainment of age 55 with five years of service or upon normal retirement, “change in control” (as defined in the BRP), death or disability. Benefits are forfeited in the event a participant’s employment is terminated for cause or a participant terminated employment prior to early retirement.
 
In addition to the above referenced plans, the Pension Benefits table shows an accumulated benefit for Mr. Gurgovits under a non-qualified deferred compensation agreement. The Board of Directors of the Company and FNBPA entered into a Deferred Compensation Agreement with Mr. Gurgovits on January 1, 1986. The Deferred Compensation Agreement provides for payments of annual deferred benefits for a period of ten years commencing upon the occurrence of: (a) retirement from the Company or FNPBA upon reaching the age of 62; (b) complete and total disability; or (c) the death of Mr. Gurgovits in the event such death occurs prior to retirement. During 2005, Mr. Gurgovits turned age 62. However, since Mr. Gurgovits intends to delay his retirement until age 65, the Pension Benefits table reflects the amount that he is entitled to receive under the Deferred Compensation Agreement to account for the deferral of the payment for an additional three years.
 
 
The following table contains information concerning the nonqualified deferred compensation plan account balances for each Named Executive Officer for 2006. All contributions are under the ERISA Excess Lost Match Plan or a predecessor plan, as described below.
 
                                         
    Executive
  Registrant
  Aggregate
  Aggregate
  Aggregate
    Contributions in
  Contributions in
  Earnings in Last
  Withdrawals/
  Balance at
    Last FY
  Last FY
  FY
  Distributions
  Last FYE
Name
  ($)   ($)(1)   ($)(2)   ($)   ($)(3)
 
Stephen J. Gurgovits
    0       14,212       21,513       0       235,859  
Brian F. Lilly
    0       2,579       307       0       9,011  
Gary J. Roberts
    0       5,681       2,543       0       35,248  
David B. Mogle
    0       0       475       0       4,361  
James G. Orie
    0       0       0       0       0  
 
 
(1) Note that the amount of the Company’s contributions is also included in the “All Other Compensation” column of the Summary Compensation Table. These contributions are not in addition to the amount reported there.
 
(2) This plan does not provide for above-market interest.
 
(3) The Company contributions during each fiscal year have historically been reported in the Summary Compensation Table for each year in which the Executive Officer was considered a Named Executive Officer, and aggregate earnings during the fiscal year have historically been excluded from the Summary Compensation Table. Additionally, the amounts reflected represent the Named Executive Officer’s entire balance under this plan. All balances reflected are fully vested with the exception of Mr. Lilly’s, which is 60% vested.
 
The amounts reflected in the Non-Qualified Deferred Compensation table were contributed to accounts for the Named Executive Officers under the ERISA Excess Lost Match Plan or a predecessor plan. The ERISA Excess Lost Match Plan provides for Company contributions, retirement benefits, equal to the difference, if any, between the


32


Table of Contents

maximum benefit allowable under the Code and the amount that would be provided under the 401(k) Plan if the IRS did not impose contribution or pay limitations. Under the Excess Plan, the amount credited to the participant’s account accrues interest at the rates set by FNBPA as its interest rate on the first day of the year on the longest term IRA account that it offers. The benefit is then paid as a single lump sum on the first of the month following six months after the participant terminates employment.
 
The amount contributed to Mr. Lilly’s participant account is solely based upon the ERISA Excess Lost Match Plan. However, the amounts noted for Mr. Gurgovits and Mr. Roberts include not only amounts contributed by the Company under the ERISA Excess Lost Match Plan, but also includes amounts for periods prior to January 1, 2003, when the ERISA Excess Lost Match Plan first became effective. Until 2003, the Company’s BRP contained provisions similar to the ERISA Excess Lost Match Plan. Mr. Gurgovits’ and Mr. Roberts’ participant accounts reflect amounts accrued under the ERISA Excess Lost Match Plan and the BRP. Mr. Mogle’s participant account is only based upon accruals under the BRP. Until October 17, 2002, the BRP provisions determined the cumulative value in a participant’s account as though the amounts were invested in shares of the Company’s common stock based upon the price at the time the Company credited the participant’s account plus an amount equal to dividends which would be payable on such shares. After October 17, 2002, additional accruals in a participant’s account were based on the actual amount which the participant “lost” due to Code provisions plus interest at a rate equal to the amount which the Company’s affiliate banks paid on the first business day of the year on their longest term IRA accounts. Notwithstanding the accrual methodology prior to October 17, 2002, all amounts distributed under the prior plan are in cash.
 
The Company also maintains a deferred compensation plan known as the F.N.B. Corporation Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”). The Committee may select a group of management employees to participate in the plan. The Deferred Compensation Plan provides participants the ability to defer into the plan a portion of their annual cash compensation, including 50% of base salary and 100% of any annual incentive compensation they would otherwise receive, to help postpone and minimize taxes while accumulating capital on a pre-tax basis until termination of employment. Participants may elect to defer their compensation into Company common stock or a fixed interest rate option, with the interest rate determined by the Committee. Currently, there are no participants in this Plan.
 
 
The Company’s Named Executive Officers are each a party to an employment agreement that provides for certain salary and benefits upon termination of employment under various scenarios. Other than the agreements of Mr. Mogle and Mr. Orie, which are substantially the same, the agreements of each of the Named Executive Officers is different. The agreements are all described more fully in the narrative and tables below. The tables below set forth the estimated current value of benefits that could be paid to each of our Named Executive Officers upon various termination events which would only be known at the time that the benefits become payable. The tables reflect the amounts that could be payable under the various arrangements if the event in question occurred as of December 31, 2006, including, where applicable, a gross-up for certain taxes in the event that any payments made in connection with a change in control would be subject to the excise tax imposed by Section 4999 of the Code. The Named Executive Officers’ employment agreements do not provide for any additional payments or benefits under a voluntary termination of employment by the executive or involuntary termination by the Company for cause. Under those scenarios, the Named Executive Officers are only entitled to their accrued and unpaid obligations, such as salary, unused vacation, and vested benefits. The following charts contain common information about the Company’s qualified and non-qualified plans and policies, as well as assumptions used by the Company in arriving at the amounts contained in the table. To the extent the information is common, it is contained in the endnotes to the final Potential Payments Upon Termination or Change in Control table and are indicated by letters.


33


Table of Contents

 
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL — STEPHEN J. GURGOVITS
 
                                                         
                Change in
    Change in
    Good Reason
             
          Change in
    Control —
    Control —
    or Involuntary
             
Executive Benefits
        Control —
    Constructive
    No
    Not for Cause
             
and Payments
  Retirement
    Termination
    Termination
    Termination
    Termination
    Death
    Disability
 
Upon Termination
  ($)     ($)     ($)     ($)     ($)     ($)     ($)  
 
Compensation:
                                                       
Base Salary(1)
    0       1,050,048       0       0       1,050,048       525,024       471,024  
Retention Bonus(2)
    100,000       200,000       100,000       100,000       200,000       100,000       100,000  
Executive Incentive Compensation(a)
    272,405       315,014       272,405       272,405       0       272,405       272,405  
Restricted Stock:
                                                       
Unvested and Accelerated(b)
    1,498,121       1,132,618       1,132,618       749,060       0       1,498,121       1,498,121  
Benefits and Perquisites:
                                                       
Accrued Vacation(c)
    70,676       70,676       0       0       70,676       70,676       70,676  
Post-Termination Health Care(3)
    0       27,893       0       0       27,893       0       0  
Supplemental Disability Insurance
                                                       
Premiums(4)
    0       0       0       0       0       0       10,204  
Progress Savings 401(k) Plan(d)(5)
    107,330       107,330       0       0       107,330       107,330       107,330  
Retirement Income Plan(e)(6)
    902,857       902,857       0       0       902,857       858,372       800,228  
ERISA Excess Plan(f)(6)
    1,109,858       1,345,573       0       0       1,109,858       1,055,173       983,698  
BRP(f)(6)
    2,301,851       2,790,726       0       0       2,301,851       2,188,434       2,040,196  
Lost Match Plan(6,7)
    235,859       235,859       0       0       235,859       235,859       235,859  
Deferred Compensation(8)
    270,749       270,749       0       0       270,749       270,749       270,749  
Split Dollar Life Insurance(9)
    164,557       164,557       0       0       164,557       1,808,676       164,557  
280G Tax Gross-Up
    0       0       0       0       0       0       0  
Total:
    7,034,263       8,613,900       1,505,023       1,121,465       6,441,678       8,990,819       7,025,047  
 
 
(1) In the event that the Company terminates Mr. Gurgovits’ employment without cause or if he terminates his employment for “Good Reason”, he is entitled to receive his base salary for the remaining two years of his employment agreement. In the event of death, his estate is entitled to one year of his base salary. In the event of disability, the amount above reflects the amount the Company would owe Mr. Gurgovits under its Officers’ Disability salary continuation program. In the case of retirement, no additional amounts are owed.
 
(2) In the event that the Company terminates Mr. Gurgovits’ employment without cause or if he terminates his employment for “Good Reason”, he is entitled to receive the annual retention bonus for the remaining two years of his employment agreement. If Mr. Gurgovits were terminated for any other reason, he is entitled to receive the retention bonus due in February, 2007 since he was employed on December 31, 2006.
 
(3) In the event the Company terminates Mr. Gurgovits without cause or if he terminates his employment for “Good Reason”, he is entitled to an amount sufficient to pay premiums for medical, health, disability and life insurance for the remaining two years of his employment agreement. In the case of termination for any other reason, Mr. Gurgovits is not entitled to any additional amounts.
 
(4) The Company maintains a supplemental disability insurance policy for Mr. Gurgovits through a third-party insurance company. In the event of Mr. Gurgovits’ disability, he would be entitled to receive a monthly benefit of $9,565 per month, commencing 360 days after the date of disability, and continuing until the later of age 65 or 24 months after payments begin. The amount reflected in this table represents the total estimated premiums due by the Company to keep this policy in place for the remainder of his employment agreement.
 
(5) Based on Mr. Gurgovits’ age and length of service, he is 100% vested in the Company’s matching contributions under the 401(k) Plan. Upon termination of employment for any reason, Mr. Gurgovits would be entitled to 100% of the Company’s matching contributions to his account.
 
(6) Mr. Gurgovits is 100% vested in his benefit under this plan.
 
(7) The amounts reflected represent the cash value of Mr. Gurgovits’ account balance under this plan as of December 31, 2006. Upon termination of employment for any reason, Mr. Gurgovits would be entitled to receive a lump sum distribution of his entire account balance under this plan on the first of the month following


34


Table of Contents

six months from his termination of employment. In the case of a change in control that does not result in termination or his constructive termination, no benefit is immediately payable.
 
(8) Since Mr. Gurgovits is past the age of 62, if he were to leave the Company for any reason, he would be entitled to the amounts shown above. These are different from the amounts shown in the Pension Benefits table. The Pension Benefits table shows the amounts assuming that he will retire at age 65, since that is his present intention. However, the amounts reflected above assume that he leaves the Company as of December 31, 2006, at age 63. In the case of a change in control that does not result in termination or that results in his constructive termination, no benefit is immediately payable.
 
(9) The Company maintains a split dollar life insurance policy with Mr. Gurgovits through a third-party insurance company. Mr. Gurgovits is the owner of the policy. However, a collateral assignment exists that entitles FNBPA to an interest in the policy equal to the total amount of premiums it has paid to date on the policy. The return of premiums will occur upon the earlier of Mr. Gurgovits’ death or his surrender of the policy. The amounts reflected above represent the excess death benefit proceeds or cash surrender value in the policy, over the bank’s interest in the policy, which will go to his beneficiary in the case of death, or to him, in the case of earlier surrender of the policy after termination of employment.
 
In addition to the terms of Mr. Gurgovits’ employment agreement described in the narrative accompanying the Summary Compensation Table, Mr. Gurgovits’ employment agreement provides for payment of benefits under certain termination and change in control scenarios. Mr. Gurgovits’ employment agreement does not provide for any additional benefits under a termination of employment due to retirement, for cause termination or termination due to death. Any potential payments listed in the above table under those circumstances are based upon specific Company plans and/or policies, Mr. Gurgovits’ Deferred Compensation Agreement and insurance agreements, and not Mr. Gurgovits’ employment agreement. The employment agreement provides that if Mr. Gurgovits is terminated without cause or he voluntarily terminates the agreement for “Good Reason,” he is entitled to the amount required to be paid under any Company benefit plan, an amount sufficient to pay premiums for medical, health, disability and life insurance for the remainder of the agreement and his base salary plus the retention bonus for the longer of one year or the remaining term of the agreement. Under the terms of Mr. Gurgovits’ agreement, “Good Reason” means a material reduction in the scope of his duties, authority or responsibility by the Company or the Company breaches or terminates the agreement. Additionally, the agreement provides for the Company to gross-up any payments as a result of any excise tax imposed by Sections 280G or 4999 of the Code. The agreement further requires the Company to reimburse Mr. Gurgovits for any attorney’s fees and costs he incurs in any proceeding to enforce the agreement if he is successful on the merits.
 
The primary difference between the columns “Change in Control — Constructive Termination” and “Change in Control — No Termination” is based upon the vesting provision of restricted stock awards. The restricted stock agreements provided to Mr. Gurgovits and other participants under the 2001 Plan provide for vesting of all shares issued under an award after a “Change in Control” if there is also a “Constructive Termination.” For purposes of the restricted stock agreements, “Constructive Termination” shall mean the material diminution of the Senior Officer’s duties, status, title, reporting relationship, authority, compensation level, or responsibilities relative to those as they existed prior to the change in control, or a relocation of the Senior Officer’s principal place of business of more than 60 miles.
 
For purposes of the agreement, a “Change in Control” shall mean when any of the following events occur: (i) acquisition of more than 25% of the Company’s common stock by a person or entity; (ii) the individuals comprising the Company’s Board as of the date of the Agreement (“Existing Board”), including any subsequently elected directors who are approved by a majority of the Existing Board, no longer constitute at least a majority of the Board; and (iii) the completion of any merger, reorganization, consolidation or sale involving substantially all of the Company’s total assets unless after such transaction all of the following occur: (a) the person or entities who were Company shareholders immediately prior to the transaction make up more than 65% of the shareholders of the Company resulting from the transaction with substantially the same proportion of stock ownership they represented immediately prior to the transaction, (b) a person or entity owns more than 25% of the Company’s common stock when such person or entity owned less than 25% of the Company common stock prior to the transaction, and (c) at least a majority of the Company’s Board that existed at the time the transaction agreement was signed remains in place.


35


Table of Contents

 
Also, on January 26, 2006, the Company and FNBPA entered into a Consulting Agreement with Mr. Gurgovits. The Consulting Agreement is dated as of December 31, 2005, and becomes effective upon the earlier of January 1, 2009, or the date on which Mr. Gurgovits’ employment under the Agreement is terminated for other than “cause” or a termination of employment by Mr. Gurgovits for “Good Reason,” and expires on the fifth anniversary of the effective date of the Consulting Agreement. Under the terms of the Consulting Agreement, Mr. Gurgovits agrees to provide services to the Company, FNBPA and their affiliates in connection with merger and acquisition activities, participation in certain meetings and such other assignments and projects that the Company and FNBPA along with Mr. Gurgovits mutually agree upon. The Consulting Agreement specifies that the Company and FNBPA shall pay Mr. Gurgovits an annual compensation fee equal to the sum of 50% of his base salary (as defined in the Employment Agreement) for the year ending December 31, 2008, but in no event less than 50% of his 2006 Base Compensation plus 50% of the amount that is equal to the average percentage that his bonus payment bears to his average base salary for the years ending December 31, 2006, 2007 and 2008. Moreover, the Consulting Agreement provides that Mr. Gurgovits is entitled to certain benefits, including automobile expenses, country club dues and related benefits. Upon termination of the Consulting Agreement, other than for “cause,” death or “good reason,” as those terms are defined in the Consulting Agreement, Mr. Gurgovits will be entitled to receive his annual fee for the remainder of the term of the Consulting Agreement.
 
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL — BRIAN F. LILLY
 
                                                         
          Change in
                               
          Control —
                               
          Termination
    Change in
    Change in
                   
          or Good
    Control —
    Control —
    Involuntary
             
Executive Benefits
        Reason
    Constructive
    No
    Not for Cause
             
and Payments
  Retirement
    Termination
    Termination
    Termination
    Termination
    Death
    Disability
 
Upon Termination
  ($)     ($)     ($)     ($)     ($)     ($)     ($)  
 
Compensation:
                                                       
Base Salary(1)
    0       504,000       0       0       504,000       0       198,000  
Executive Incentive Compensation(a)(2)
    0       100,800       87,166       87,166       0       87,166       87,166  
Restricted Stock:
                                                       
Unvested and Accelerated(b)
    0       352,059       352,059       234,662       0       469,325       469,325  
Benefits and Perquisites:
                                                       
Accrued Vacation(c)
    11,631       11,631       0       0       11,631       11,631       11,631  
Post-Termination Health Care(3)
    0       18,218       0       0       18,218       0       0  
Progress Savings 401(k) Plan(d)(4)
    9,285       9,285       0       0       9,285       15,475       15,475  
Retirement Income Plan(e)(5)
    0       0       0       0       0       0       42,309  
ERISA Excess Plan(f)(6)
    0       92,384       0       0       0       50,469       6,186  
BRP(f)(6)
    0       35,704       0       0       0       19,504       18,742  
Lost Match Plan(7)
    5,407       5,407       0       0       5,407       9,011       9,011  
Total:
    26,323       1,129,488       439,225       321,828       548,541       662,581       857,845  
 
 
(1) In the event that Mr. Lilly is terminated without cause or if he terminates his employment agreement for “Good Reason” following a change in control, he is entitled to receive his base salary for two years. In the event of disability, he is entitled to the amount as set forth by the Company’s Officers’ Disability salary continuation program. In the case of termination for any other reason, Mr. Lilly is not entitled to any additional amounts.
 
(2) Based on Mr. Lilly’s age and length of service, he is not eligible for retirement; therefore, no benefit is immediately payable in the event of retirement.
 
(3) In the event that Mr. Lilly is terminated without cause or if he terminates his employment agreement for “Good Reason” following a change in control, he is entitled to an amount sufficient to pay COBRA premiums for medical insurance for eighteen months less the amount that Mr. Lilly would have paid towards his medical insurance if he were still employed during that time. In the case of termination for any other reason, Mr. Lilly is not entitled to any additional amounts.
 
(4) Based on Mr. Lilly’s age and length of service, he is 60% vested in the Company’s matching contributions under the 401(k) Plan. Since Mr. Lilly does not meet the definition of early retirement in the plan (age 55 with 5 years


36


Table of Contents

of service), upon termination of employment for any reason other than death or disability, Mr. Lilly would be entitled to 60% of the Company’s matching contributions to his account. In the case of death or disability, Mr. Lilly would be entitled to 100% of the Company’s matching contributions to his account.
 
(5) Mr. Lilly is 0% vested in his benefit under this plan; therefore, no benefit is immediately payable; however, for purposes of the table, the Company assumed Mr. Lilly would become vested in the future based on service accrued during disability.
 
(6) Based on Mr. Lilly’s age and length of service, he is 0% vested in his benefit under this plan, but would become 100% vested in this plan in the event of death, disability or change in control.
 
(7) The amounts reflected represent the cash value of Mr. Lilly’s vested account balance under the ERISA Lost Match Plan as of December 31, 2006. Based on Mr. Lilly’s age and length of service, he is 60% vested in his benefit under this plan. Since Mr. Lilly does not meet the definition of early retirement in the plan (age 55 with five years of service), upon termination of employment for any reason other than death or disability, Mr. Lilly would be entitled to 60% of his benefit under this plan. In the case of death or disability, Mr. Lilly would be entitled to 100% of his benefit under this plan. The benefit payable under this plan is in the form of a lump sum distribution, which Mr. Lilly would be entitled to receive on the first of the month following six months from his termination of employment. In the case of a change in control that does not result in termination or constructive termination, no benefit is immediately payable.
 
Mr. Lilly’s employment agreement provides for payment of certain benefits under certain termination scenarios. His agreement does not provide for any payments upon a voluntary termination by Mr. Lilly or a for cause termination by the Company. Mr. Lilly’s agreement provides for a reduction of certain amounts in the above table, after the first 12 months of payments, if Mr. Lilly obtains new employment. Mr. Lilly’s agreement allows him to terminate the agreement for “Good Reason” and obtain the same termination benefits as if he was terminated by the Company for a reason other than cause. The agreement requires the Company to pay on behalf of Mr. Lilly out-placement services for up to 12 months if he is terminated without cause or he terminates his employment for “Good Reason”. Under the terms of the agreement, “Good Reason” exists if there is a “Change in Control” and the Company’s successor assigns Mr. Lilly a role which would result in a diminution of duties, or reduces his base salary or compensation opportunities, or assigns Mr. Lilly to a workplace that exceeds a 50 mile radius beyond Hermitage, Pennsylvania.
 
Mr. Lilly’s employment agreement provides that upon a Change in Control, if the acquiring company terminates Mr. Lilly’s employment, Mr. Lilly may obtain employment with a competitive enterprise, which new employment would otherwise be restricted by the employment agreement, provided Mr. Lilly releases the acquiring company from any payment obligations under the terms of the employment agreement. As noted above for Mr. Gurgovits, the difference in the “Change in Control — Constructive Termination” and “Change in Control — No Termination” columns is as a result of the vesting provisions under restricted stock awards. For purposes of Mr. Lilly’s and all employment agreements except Mr. Gurgovits, “Change in Control” means any merger or consolidation of the Company with another corporation, and as a result of such merger or consolidation, the shareholders of the Company as of the day preceding such transaction will own less than 51% of the outstanding voting securities of the surviving corporation, or in the event that there is (in a single transaction or series of related transactions) a sale or exchange of 80% or more of the Common Stock of the Company for securities of another entity in which shareholders of the Company will own less than 51% of such entity’s outstanding voting securities, or in the event of the sale by the Company of a substantial portion of its assets (including the capital stock the Company owns in its subsidiaries) to an unrelated third party.


37


Table of Contents

 
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL — GARY J. ROBERTS
 
                                                         
                Change in
    Change in
                   
          Change in
    Control —
    Control —
    Involuntary
             
Executive Benefits
        Control —
    Constructive
    No
    Not for Cause
             
and Payments
  Retirement
    Termination
    Termination
    Termination
    Termination
    Death
    Disability
 
Upon Termination
  ($)     ($)     ($)     ($)     ($)     ($)     ($)  
 
Compensation:
                                                       
Base Salary(1)
    0       585,644       0       0       975,024       0       271,008  
Executive Incentive Compensation(a)
    138,585       162,504       138,585       138,585       0       138,585       138,585  
Restricted Stock:
                                                       
Unvested and Accelerated(b)
    535,849       401,580       401,580       267,925       0       535,849       535,849  
Benefits and Perquisites:
                                                       
Accrued Vacation(c)
    7,500       7,500       0       0       7,500       7,500       7,500  
Post-Termination Health Care(2)
    0       0       0       0       13,534       0       0  
Progress Savings 401(k) Plan(d)(3)
    49,685       49,685       0       0       49,685       49,685       49,685  
Retirement Income Plan(e)(4)
    197,952       197,952       0       0       197,952       192,726       182,493  
ERISA Excess Plan(f)(4)
    93,451       114,956       0       0       93,451       90,984       87,281  
BRP(f)(4)
    430,605       529,693       0       0       430,605       419,236       384,724  
Lost Match Plan(5)
    35,248       35,248       0       0       35,248       35,248       35,248  
Total:
    1,488,875       2,084,762       540,165       406,510       1,802,999       1,469,813       1,692,373  
 
 
(1) In the event that the Company terminates Mr. Roberts’ employment without cause, he is entitled to base salary continuation for three years. In the event of a change in control resulting in his termination, he is entitled to two times his base amount as defined in Section 280G of the Code. In the event of disability, he is entitled to the amount set forth in the Company’s Officers’ Disability salary continuation program. In the case of termination for any other reason, Mr. Roberts is not entitled to any additional amounts.
 
(2) In the event that the Company terminates Mr. Roberts’ employment without cause, he is entitled to an amount sufficient to pay COBRA premiums for medical insurance for eighteen months less the amount that Mr. Roberts would have paid towards his medical insurance if he were still employed during that time. In the case of termination for any other reason, Mr. Roberts is not entitled to any additional amounts.
 
(3) Based on Mr. Roberts’ age and length of service, he is 100% vested in the Company’s matching contributions under the 401(k) Plan. Therefore, upon termination of employment for any reason, Mr. Roberts would be entitled to 100% of the Company’s matching contributions to his account.
 
(4) Mr. Roberts is 100% vested in his benefit under this plan.
 
(5) The amounts reflected represent the cash value of Mr. Roberts’ account balance under this plan as of December 31, 2006. Upon termination of employment for any reason, Mr. Roberts would be entitled to receive a lump sum distribution of his entire account balance under this plan on the first of the month following six months from his termination of employment. In the case of a change in control that does not result in termination or constructive termination, no benefit is immediately payable.
 
Mr. Roberts’ employment agreement does not provide for any additional benefits, other than accrued and unpaid obligations of FNBPA, under a termination of employment voluntarily by Mr. Roberts or by the Company for cause. Mr. Roberts’ agreement also provides for a reduction of certain amounts in the above table for an involuntary, not for cause termination, if Mr. Roberts obtains employment from any other entity. Mr. Roberts’ employment agreement provides him the ability to voluntarily terminate his employment after a “Change in Control.” If Mr. Roberts elects to do so, he is entitled to receive a payment equal to two times his base amount as defined in 280G of the Code, which amount is payable in three equal installments within twelve (12) months of the effective date of the “Change in Control.” As noted above for Mr. Gurgovits, the difference in the “Change in Control — Constructive Termination” and “Change in Control — No Termination” columns is as a result of the vesting provisions under restricted stock awards. “Change in Control” has the same definition as noted above for Mr. Lilly.


38


Table of Contents

 
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL — DAVID B. MOGLE
 
                                                         
                Change in
    Change in
                   
          Change in
    Control —
    Control —
    Involuntary
             
Executive Benefits
        Control —
    Constructive
    No
    Not for Cause
             
and Payments
  Retirement
    Termination
    Termination
    Termination
    Termination
    Death
    Disability
 
Upon Termination
  ($)     ($)     ($)     ($)     ($)     ($)     ($)  
 
Compensation:
                                                       
Base Salary(1)
    0       332,640       0       0       332,640       0       112,320  
Executive Incentive Compensation(a)
    43,147       49,896       43,147       43,147       0       43,147       43,147  
Restricted Stock:
                                                       
Unvested and Accelerated(b)
    223,680       173,472       173,472       111,840       0       223,680       223,680  
Benefits and Perquisites:
                                                       
Accrued Vacation(c)
    16,632       16,632       0       0       16,632       16,632       16,632  
Post-Termination Health Care(2)
    0       18,586       0       0       18,586       0       0  
Progress Savings 401(k) Plan(d)(3)
    76,891       76,891       0       0       76,891       76,891       76,891  
Retirement Income Plan(e)(4)
    419,335       419,335       0       0       419,335       407,990       377,130  
BRP(f)(4)
    158,052       194,534       0       0       158,052       153,776       142,145  
Lost Match Plan(5)
    4,361       4,361       0       0       4,361       4,361       4,361  
Split Dollar Life Insurance(6)
    13,819       13,819       0       0       13,819       193,055       13,819  
Total:
    955,917       1,300,166       216,619       154,987       1,040,316       1,119,532       1,010,125  
 
 
(1) In the event that the Company terminates Mr. Mogle’s employment without cause or following a change in control, he is entitled to base salary continuation for two years. In the event of disability, he is entitled to the amount set forth in the Company’s Officers’ Disability salary continuation program. In the case of termination for any other reason, Mr. Mogle is not entitled to any additional amounts.
 
(2) In the event that the Company terminates Mr. Mogle’s employment without cause or following a change in control, he is entitled to an amount sufficient to pay COBRA premiums for medical insurance for eighteen months less the amount that Mr. Mogle would have paid towards his medical insurance if he were still employed during that time. In the case of termination for any other reason, Mr. Mogle is not entitled to any additional amounts.
 
(3) Based on Mr. Mogle’s age and length of service, he is 100% vested in the Company’s matching contributions under the 401(k) Plan. Upon termination of employment for any reason, Mr. Mogle would be entitled to 100% of the Company’s matching contributions to his account.
 
(4) Mr. Mogle is 100% vested in his benefit under this plan.
 
(5) The amounts reflected represent the cash value of Mr. Mogle’s account balance under this plan as of December 31, 2006. Upon termination of employment for any reason, Mr. Mogle would be entitled to receive a lump sum distribution of his entire account balance under this plan on the first of the month following six months from his termination of employment. In the case of a change in control that does not result in termination or constructive termination no benefit is immediately payable.
 
(6) The Company maintains a split dollar life insurance policy with Mr. Mogle through a third-party insurance company. Mr. Mogle is the owner of the policy; however, a collateral assignment exists which entitles FNBPA to an interest in the policy equal to the total amount of premiums it has paid to date on the policy. The return of premiums will occur upon the earlier of Mr. Mogle’s death or his surrender of the policy. The amounts reflected above represent the excess death benefit proceeds or cash surrender value in the policy, over the bank’s interest in the policy, which will go to his beneficiary in the case of death, or to him, in the case of earlier surrender of the policy after termination of employment.
 
Mr. Mogle’s employment agreement does not provide for any additional benefits, other than accrued and unpaid obligations of FNBPA, under a termination of employment voluntarily by Mr. Mogle or by the Company for cause. Mr. Mogle’s agreement provides for a reduction of certain amounts in the above tables after the first twelve months of payments if Mr. Mogle obtains new employment. Mr. Mogle’s employment agreement provides that upon a Change in Control, if the acquiring company terminates Mr. Mogle’s employment, Mr. Mogle may obtain


39


Table of Contents

employment with a competitive enterprise, which new employment would otherwise be restricted by the employment agreement, provided Mr. Mogle releases the acquiring company from any payment obligations under the terms of the employment agreement. “Change in Control” has the same definition as noted above for Mr. Lilly.
 
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN
CONTROL — JAMES G. ORIE
 
                                                         
                Change in
    Change in
                   
          Change in
    Control —
    Control —
    Involuntary
             
Executive Benefits
        Control —
    Constructive
    No
    Not for Cause
             
and Payments
  Retirement
    Termination
    Termination
    Termination
    Termination
    Death
    Disability
 
Upon Termination
  ($)     ($)     ($)     ($)     ($)     ($)     ($)  
 
Compensation:
                                                       
Base Salary(1)
    0       330,000       0       0       330,000       0       111,000  
Executive Incentive Compensation(a)(2)
    0       49,500       42,805       42,805       0       42,805       42,805  
Restricted Stock:
                                                       
Unvested and Accelerated(b)(2)
    0       102,405       99,228       66,227       0       135,631       135,631  
Benefits and Perquisites:
                                                       
Accrued Vacation(c)
    9,519       9,519       0       0       9,519       9,519       9,519  
Post-Termination Health Care(3)
    0       18,218       0       0       18,218       0       0  
Progress Savings 401(k) Plan(d)(4)
    42,775       42,775       0       0       42,775       42,775       42,775  
Retirement Income Plan(e)(5)
    115,244       115,244       0       0       115,244       94,418       90,734  
Basic Retirement Plan(f)(6)
    0       111,251       0       0       0       60,128       57,780  
Split Dollar Life Insurance(7)
    0       0       0       0       0       197,153       0  
Total:
    167,538       778,912       142,033       109,032       515,756       582,429       490,244  
 
 
(1) In the event that the Company terminates Mr. Orie’s employment without cause or following a change in control, he is entitled to base salary continuation for two years. In the event of disability, he is entitled to the amount set forth in the Company’s Officers’ Disability salary continuation program. In the case of termination for any other reason, Mr. Orie is not entitled to any additional amounts.
 
(2) Based on Mr. Orie’s age and length of service, he is not eligible for retirement; therefore, in the case of retirement, no benefit is immediately payable. Mr. Orie has also received discretionary time based restricted stock awards which vest 20% each year over 5 years. These awards will become 100% vested in the event of death, disability, retirement or termination in conjunction with a change in control, but Mr. Orie will forfeit these shares if his employment is terminated for any other reason.
 
(3) In the event that the Company terminates Mr. Orie’s employment without cause or following a change in control, he is entitled to an amount sufficient to pay COBRA premiums for medical insurance for eighteen months less the amount that Mr. Orie would have paid towards his medical insurance if he were still employed during that time. In the case of termination for any other reason, Mr. Orie is not entitled to any additional amounts.
 
(4) Based on Mr. Orie’s age and length of service, he is 100% vested in the Company’s matching contributions under this 401(k) Plan. Upon termination of employment for any reason, Mr. Orie would be entitled to 100% of the Company’s matching contributions to his account.
 
(5) Mr. Orie is 100% vested in his benefit under this plan.
 
(6) Based on Mr. Orie’s age and length of service, he is 0% vested in his benefit under this plan, but would become 100% vested in this plan in the event of death, disability or change in control.
 
(7) The Company maintains a split dollar life insurance policy with Mr. Orie through a third-party insurance company. Mr. Orie is the owner of the policy; however, a collateral assignment exists which entitles FNBPA to an interest in the policy equal to the total amount of premiums it has paid to date on the policy. The return of premiums will occur upon the earlier of Mr. Orie’s death or his surrender of the policy. The amounts reflected above represent the excess death benefit proceeds or cash surrender value in the policy, over the bank’s interest in the policy, which will go to his beneficiary in the case of death, or to him, in the case of earlier surrender of the policy after termination of employment.


40


Table of Contents

 
Mr. Orie’s employment agreement does not provide for any additional benefits, other than accrued and unpaid obligations of FNBPA, under a termination of employment voluntarily by Mr. Orie or by the Company for cause. Mr. Orie’s agreement provides for a reduction of certain amounts in the above tables after the first twelve months of payments if Mr. Orie obtains new employment. Mr. Orie’s employment agreement provides that upon a Change in Control, if the acquiring company terminates Mr. Orie’s employment, Mr. Orie may obtain employment with a competitive enterprise, which new employment would otherwise be restricted by the employment agreement, provided Mr. Orie releases the acquiring company from any payment obligations under the terms of the employment agreement. “Change in Control” has the same definition as noted above for Mr. Lilly.
 
 
(a) The amounts reflected in the Executive Incentive Compensation row represent the payout under the annual incentive program during 2006. The Company makes the payout in a lump sum 45 days after the end of the year provided the participant is still employed by the Company on December 31. The Named Executive Officers would still be employed under a “Change in Control — Constructive Termination” and “Change in Control — No Termination” and are therefore entitled to receive the payment. For purposes of this table, in the event of death, disability or retirement, the Compensation Committee may approve a pro-rated award. The amount in the table is based on the assumption that the Compensation Committee would approve the award. Since the table assumes termination of employment as of December 31, 2006, pro-ration is not necessary. In the case of a change in control, the participant is entitled to receive a pro-rated award based on the date of termination no less than his targeted award. Therefore, the amount shown in the case of termination upon change in control is based on the Named Executive Officer’s targeted award, not the amount the Named Executive Officer actually earned for 2006. In the event that any of the Named Executive Officers are terminated without cause, the Company does not owe the Named Executive Officer any additional amount. In the case of Mr. Gurgovits, this is also true if he terminates his employment agreement for “Good Reason.”
 
(b) The amounts reflected represent the taxable income realized by the Named Executive Officers under each potential termination scenario based on the terms of the 2001 Plan. Under this plan, all outstanding restricted stock awards will become 100% vested in the event of death, disability or retirement. All time-based restricted stock awards will become 100% vested upon a change in control regardless of whether the executive stays or leaves the company as a result of the change in control. In the event of termination or constructive termination upon a change in control, the performance based shares earned in performance periods prior to a change in control and all shares assigned to the performance period in which the change in control occurs will become 100% vested. The Named Executive Officer will forfeit shares subject to future performance periods. Additionally, in the event that there is a change in control with no termination or constructive termination of employment, there is no acceleration of vesting of performance based shares due to the change in control. The Named Executive Officers will forfeit all unvested awards if the Company terminates him without cause or if he terminates his employment for any other reason.
 
(c) Upon termination for any reason, the Named Executive Officers are entitled to an immediate lump sum payment of earned but unused vacation days. In the case of a “Change in Control — Constructive Termination” and “Change in Control — No Termination,” the Named Executive Officers would still be employed and would therefore be entitled to carry the earned but unused vacation days over into and for use in 2007.
 
(d) The amounts reflected represent the dollar amount of the Company’s matching contributions into the 401(k) Plan as of December 31, 2006. Distributions from the 401(k) Plan are in the form of a single lump sum payment and are made as soon as administratively possible after termination of employment. In the case of a change in control that does not result in termination, the Named Executive Officer would still be employed, thus no benefit is immediately payable.
 
(e) The present values reflected above for the RIP were determined using the following assumptions: benefit payments paid as a monthly annuity commencing at age 62, (except Messrs. Gurgovits, Roberts and Mogle, whose benefits would commence immediately due to their age and service), except in the case of disability where payments would commence at age 65 once long-term disability benefits cease; an interest rate of 5.90%; no pre-retirement mortality; and post-retirement mortality from the 1994 Group Annuity Mortality table (gender specific). The present values for “Retirement,” “Change in Control — Termination,” “Good Reason” or “Involuntary Not for


41


Table of Contents

Cause Termination,” and “Disability” were calculated based on a five year certain and continuous annuity option. The present value for “Death” was calculated based on a 100% joint and survivor annuity option and assumes that the Named Executive Officer and his spouse are the same age. In addition, the death benefit is assumed to commence immediately if the Named Executive Officer is over age 55 or otherwise, at age 55. In the case of a change in control that does not result in termination, no benefit is immediately payable. Note that we have shown the present value of the benefit available for consistency with the Pension Benefits table. However, the participant is only entitled to a lump sum distribution if the lump sum benefit under the RIP is less than $10,000.
 
(f) The present values reflected above for the ERISA Excess Plan and BRP were determined using the following assumptions: benefit payment paid as a monthly annuity commencing at age 62, (except Messrs. Gurgovits, Roberts and Mogle whose benefit would commence immediately due to their age and length of service), except in the case of disability where payments would commence at age 65 once long-term disability benefits cease, and in the case of termination following a change in control where the payment would be in the form of an immediate lump sum; an interest rate of 5.90% for annuity payments and 4.22% for the lump sum payment triggered due to “Change in Control — Termination;” no pre-retirement mortality; and post-retirement mortality from the 1994 Group Annuity Mortality table (gender specific) for annuity payments and the 1994 GAR Unisex Mortality table for the lump sum payment due upon “Change in Control — Termination.” The present values for “Retirement,” “Involuntary Not for Cause Termination,” and “Disability” were calculated based on a 5 year certain and continuous annuity option. The present value for “Death” was calculated based on a 100% joint and survivor annuity option and assumes that the Named Executive Officer and his spouse are the same age. In addition, the death benefit is assumed to commence immediately if the Named Executive Officer is over age 55 or otherwise, at age 55. Additionally, for Mr. Gurgovits, the present values for “Good Reason” were also calculated based upon a 5 year certain and continuous annuity option. Note that we have shown the present value of the benefit available for consistency with the Pension Benefits table. The participant is not entitled to a lump sum payment unless there is a Change in Control.
 
Director Compensation
 
The following table shows the compensation paid to our Company directors for services rendered in all capacities during 2006. Mr. Gurgovits is not included as his compensation is disclosed under Executive Compensation above.
 
                                                         
                            Change in
             
                            Pension
             
                            Value and
             
    Fees Earned
                      Nonqualified
             
    or
                Non-Equity
    Deferred
             
    Paid in
    Stock
    Option
    Incentive Plan
    Compensation
    All Other
       
    Cash
    Awards
    Awards
    Compensation
    Earnings
    Compensation
    Total
 
Name
  ($)(1)     ($)(2)     ($)     ($)     ($)     ($)(3)     ($)  
 
William B. Campbell
    84,010       15,890       0       0       0       19,016       118,916  
Henry M. Ekker
    50,400       15,890       0       0       0       7,500       73,790  
Robert B. Goldstein
    82,150       15,890       0       0       0       0       98,040  
Dawne S. Hickton
    36,650       15,490       0       0       0       0       52,140  
David J. Malone
    54,750       15,890       0       0       0       0       70,640  
Peter Mortensen
    73,650       15,890       0       0       0       82,403       171,943  
Harry F. Radcliffe
    74,450       15,890       0       0       0       0       90,340  
Arthur J. Rooney, II
    28,467       13,136       0       0       0       0       41,603  
John W. Rose
    81,500       15,890       0       0       0       7,163       104,553  
William J. Strimbu
    60,150       15,890       0       0       0       17,722       93,762  
Earl K. Wahl, Jr. 
    50,400       15,890       0       0       0       3,899       70,189  
Archie O. Wallace
    50,200       15,890       0       0       0       8,100       74,190  


42


Table of Contents

 
(1) Represents fees earned as a director of the Company. Fees earned as a director of FNBPA and F.N.B. Capital Corporation, LLC are included in the “All Other Compensation” column. The dollar amounts of the fees earned were as follows:
 
                                 
    Annual Retainer
    Aggregate Meeting
    Chairman Fees
    Committee Chair
 
Name
  Fee ($)     Fees ($)     ($)     Fee ($)  
 
William B. Campbell
    20,000       59,010       0       5,000  
Henry M. Ekker
    20,000       30,400       0       0  
Robert B. Goldstein
    20,000       57,150       0       5,000  
Dawne S. Hickton
    20,000       16,650       0       0  
David J. Malone
    20,000       34,750       0       0  
Peter Mortensen
    20,000       38,650       10,000       5,000  
Harry F. Radcliffe
    20,000       49,450       0       5,000  
Arthur J. Rooney, II
    16,667       11,800       0       0  
John W. Rose
    20,000       56,500       0       5,000  
William J. Strimbu
    20,000       40,150       0       0  
Earl K. Wahl, Jr. 
    20,000       30,400       0       0  
Archie O. Wallace
    20,000       30,200       0       0  
 
(2) Each director is awarded 1,000 shares of the Company common stock annually. The shares were issued on May 17, 2006, after the Company’s Annual Meeting, with a fair market value of $15.89 per share. Ms. Hickton was elected an F.N.B. director on June 21, 2006, at which time she was awarded 1,000 shares of F.N.B. common stock with a fair market value of $15.49 per share. Mr. Rooney was elected an F.N.B. director on July 19, 2006, at which time he was awarded 833 shares, which represents a pro-rated amount of the annual award of 1,000 shares based on the length of time remaining in the award period, with a fair market value of $15.77 per share. The stock awarded is immediately vested and is unrestricted.
 
(3) The Director Compensation — Other Compensation table below consists of the following:
 
 
                                 
                      Total All Other Compensation
 
    Affiliate Fees
    Director Education
    Perquisites
    As Reported Above
 
Name
  ($)(1,2)     ($)     ($)(3)     ($)  
 
William B. Campbell
    17,925       1,091       0       19,016  
Henry M. Ekker
    7,500       0       0       7,500  
Robert B. Goldstein
    0       0       0       0  
Dawne S. Hickton
    0       0       0       0  
David J. Malone
    0       0       0       0  
Peter Mortensen
    13,375       3,267       65,761       82,403  
Harry F. Radcliffe
    0       0       0       0  
Arthur J. Rooney, II
    0       0       0       0  
John W. Rose
    5,000       2,163       0       7,163  
William J. Strimbu
    16,375       1,347       0       17,722  
Earl K. Wahl, Jr. 
    0       3,899       0       3,899  
Archie O. Wallace
    8,100       0       0       8,100  
 
 
(1) This column reflects fees earned as a director of FNBPA except for Mr. Rose who earned fees as a director of F.N.B. Capital Corporation, LLC.
 
(2) Directors of FNBPA receive an annual retainer of $6,000, an additional $1,000 per meeting for attendance at Executive Committee meetings and $300 for other Committee meetings, unless the Committee participation is only by telephone, in which case the directors receive $125.


43


Table of Contents

 
(3) Perquisites include the cost of entertainment, personal PC expenses and cell phone charges and were valued at the actual cost of the Company. Additionally, during 2006, Mr. Campbell used the Company aircraft to travel on Company business and his wife accompanied him. There was no incremental cost of her accompanying him on the business trip. During 2006, Messrs. Goldstein, Rose and Wahl elected to participate in the Company’s medical plan. Sinc