What guides our actions? Our words, decisions and ethics are directed by principles that distinguish us in our markets and with our customers and communities. We maintain sound financial practices and governance processes through our commitment to ethical behavior, a solid reputation and a firm record of compliance and stability that these strengths create, both within our Company and for our customers. We are focused on creating a culture that emphasizes risk management and encourages appropriate interactions with our clients. Our guiding Code of Conduct clearly reflects our philosophy of the highest ethical standards and prohibits inappropriate behavior. FNB’s Board of Directors adheres to our governance practices, policies and standards that align with shareholder interests and ensure that: •  The Board maintains critical independence from management. •  FNB engages with shareholders and proxy advisory firms on corporate responsibility. •  The Board regularly oversees risk management, regulatory, financial performance and strategic plan progress. •  The Board members regularly participate in training programs on state-of-the-art governance practices and regularly measure their governance practices against the globally recognized Stewardship Group’s corporate governance standard as well as other nationally recognized best practices. •  The Board annually conducts a robust self-assessment of its governance practices and performance. FNB has long believed that a Board comprised of members with different backgrounds and perspectives inevitably leads to a wide range of knowledge and approaches from which decisions are made. FNB has championed these efforts throughout our organization and through our proactive recruitment of Board members who represent diverse perspectives. In fact, 33% of our 2019 director nominees are women and minorities. Our commitment to diversity does not stop with FNB but extends to the promotion of diversity across all public company boards and senior management. As a lead sponsor and principal underwriter of the inaugural and subsequent African American Directors Forum, which promotes increased diversity, particularly with respect to African American representation in the C-suite and on the boards of public companies, FNB's Chairman, President and CEO, Vincent J. Delie, Jr., proudly participated as a panelist in the program which was organized by FNB Director David Motley. We are very pleased that this forum has resulted in a number of opportunities for African Americans to access public company boards of directors and C-suite positions. Seventy-five percent of our director nominees have CEO and/or C-Suite experience, which creates a board that will not hesitate to challenge executive management if necessary. In addition, FNB’s use of a director qualification matrix that includes financial, technology, cyber security, educational, audit, banking, legal, business and diversity considerations enables us to evaluate directors for nomination or re-nomination to the Board and to various committees. A comprehensive annual self-assessment process evaluates the effectiveness of our Board as a whole, individual directors and committee performance. FNB’s Board of Directors participates in the development of, and regularly monitors our performance under, FNB’s Strategic Plan. Update and discussion of the FNB Strategic Plan is a regular agenda item topic at each Board meeting. Corpor ate Governa nce Following our 2019 Annual Meeting of Shareholders, we anticipate that eleven of our twelve Board members (92%) will qualify as independent under the standards of the New York Stock Exchange, the Securities and Exchange Commission and FNB’s own stringent standards. Such a high level of Board independence ensures that our members are focused on the best interests of FNB and its shareholders. William B. Campbell Lead Director Retired Businessman James D. Chiafullo Partner Cohen & Grigsby, PC Robert A. Hormell Retired Public Policy and Government Advisor Frank C. Mencini President and CEO Mencini Healthcare Assoc., LLC John S. Stanik Retired CEO Ampco – Pittsburgh Corporation David J. Malone President and CEO Gateway Financial Group, Inc. David L. Motley CEO MCAPS, LLC Mary Jo Dively Vice President and General Counsel Carnegie Mellon University Pamela A. Bena Vice President of Finance Heeter Printing Heidi A. Nicholas Principal Nicholas Enterprises William J. Strimbu President Nick Strimbu, Inc. 2019 Annual Meeting Director Nominees Vincent J. Delie, Jr. Chairman, President & CEO F.N.B. Corporation The FNB Board and management have regularly engaged in a proactive shareholder outreach program designed to promote engagement between FNB and its shareholders and proxy advisory firms on issues and concerns that affect the Company’s long-term value, corporate responsibility matters and executive compensation to promote a meaningful long-term relationship. Through this program, FNB has held individual meetings with investors, participated in roadshows and in sell-side conferences. In 2018, management met with more than 100 shareholders who own approximately 35% of our shares outstanding. 23 22