STOCK INCENTIVE PLANS

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Restricted Stock

We issue restricted stock unit awards to key employees under our Incentive Compensation Plan (Plan). We issue time-based awards and performance-based awards under this Plan, both of which are based on a one to three-year vesting period. The grant-date fair value of the time-based awards is equal to the price of our common stock on the grant date. The fair value of the performance-based awards is based on a Monte-Carlo simulation valuation of our common stock as of the grant date. The assumptions used for this valuation include stock price volatility, risk-free interest rate and dividend yield. We granted 1,280,942 and 1,438,195 restricted stock units during 2024 and 2023, respectively, including 336,588 and 293,296 performance-based restricted stock units during those same periods, respectively. We have shareholder approval under the Plan to issue up to 14,000,000 shares of common stock, including 8,000,000 shares registered during the second quarter of 2024. As of December 31, 2024, we had 9,070,832 remaining shares available for awards under the Plan.

The unvested restricted stock unit awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock and are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met. These awards are subject to certain accelerated vesting provisions upon retirement, death, disability or in the event of a change in control as defined in the award agreements.

The following table summarizes the activity relating to restricted stock units during the periods indicated:

TABLE 17.1


	2024			2023			2022
	Units	Weighted Average Grant Price per Share		Units	Weighted Average Grant Price per Share		Units	Weighted Average Grant Price per Share
Unvested units outstanding at beginning of year	3,502,598	$	12.89	4,821,182	$	10.30	4,680,786	$	9.71
Granted	1,280,942	14.05		1,438,195	12.71		1,266,821	13.07
Acquired	—	—		—	—		60,300	9.41
Net adjustment	379,357	—		191,021	—		575,264	9.58
Vested	(1,531,209)	12.75		(2,311,364)	7.03		(1,702,099)	10.57
Forfeited/expired/canceled	(60,377)	12.54		(636,436)	8.14		(243,062)	10.88
Dividend reinvestment	—	—		—	—		183,172	12.12
Unvested units outstanding at end of year	3,571,311	13.38		3,502,598	12.89		4,821,182	10.30

The following table provides certain information related to restricted stock units:

TABLE 17.2


Year Ended December 31	2024		2023		2022
(in millions)
Stock-based compensation expense	$	17	$	18	$	22
Tax benefit related to stock-based compensation expense	4		4		5
Fair value of units vested	20		18		21

As of December 31, 2024, there was $10.0 million of unrecognized compensation cost related to unvested restricted stock units.

The components of the restricted stock units as of December 31, 2024 are as follows:

TABLE 17.3


(dollars in millions)	Service- Based Units		Performance- Based Units		Total
Unvested restricted stock units	2,602,401		968,910		3,571,311
Unrecognized compensation expense	$	10	$	—	$	10
Intrinsic value	$	38	$	14	$	52
Weighted average remaining life (in years)	1.72		1.80		1.74

Stock Options

All outstanding stock options were assumed from acquisitions and are fully vested. Upon consummation of our acquisitions, all outstanding stock options issued by the acquired companies were converted into equivalent FNB stock options. We issue shares of treasury stock or authorized but unissued shares to satisfy stock options exercised.

The following table summarizes the activity relating to stock options during the periods indicated:

TABLE 17.4


	2024	Weighted Average Exercise Price per Share		2023	Weighted Average Exercise Price per Share		2022	Weighted Average Exercise Price per Share
Options outstanding at beginning of year	103,690	$	9.97	138,381	$	9.32	167,327	$	8.83
Assumed from acquisitions	—	—		—	—		29,396	8.08
Exercised	(78,896)	9.75		(32,292)	7.34		(55,713)	7.23
Forfeited/expired	(593)	8.24		(2,399)	8.08		(2,629)	8.22
Options outstanding and exercisable at end of year	24,201	10.72		103,690	9.97		138,381	9.32

The stock options outstanding and exercisable at December 31, 2024 have exercise prices ranging from $10.72 to $11.37 and expire on various dates through March 2025.