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Annex D – Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan |
ANNEX D – Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan
F.N.B. CORPORATION
2022 INCENTIVE COMPENSATION PLAN
amended & restated March 11, 2024
F.N.B. Corporation (the “Corporation”) has established this F.N.B. Corporation 2022 Incentive Compensation Plan, which is hereby amended and restated effective upon and subject to the approval of the Corporation’s shareholders, to encourage Eligible Individuals to increase their efforts to make the Corporation and each of its Affiliates more successful, to provide an additional inducement for such Eligible Individuals to continue to provide services to the Corporation or an Affiliate as an employee, consultant, non-employee director, or independent contractor, to reward such Eligible Individuals by providing an opportunity to acquire incentive awards and to provide a means through which the Corporation may attract able persons to enter the employment of or engagement with the Corporation or one of its Affiliates. Incentive awards may, in the discretion of the Board or Committee, and subject to such restrictions as the Board or Committee may determine or as provided herein, consist of Performance Units, Stock Appreciation Rights (“SARs”), Incentive Stock Options (“ISOs”), Non-Qualified Stock Options (“NQSOs”), Restricted Stock, Restricted Stock Units (“RSUs”), or any combination of or award similar to the foregoing.
ARTICLE 1
DEFINITIONS
Whenever used in the Plan, the following terms have the meanings set forth below, and when the meaning is intended, the initial letter of the word is capitalized:
“Affiliate” means any corporation, that is a parent or subsidiary corporation (as Code Sections 424(e) and (f) define those terms) with respect to the Corporation.
“Award” means ISOs, NQSOs, Restricted Stock Awards, SARs, Performance Units, RSUs, or other cash or equity-based Award granted hereunder.
“Award Agreement” means a written notice, term sheet and/or an agreement entered into between the Corporation and the applicable Participant (including electronic), setting forth the terms and provisions applicable to the Award then being granted under this Plan, as further described in Section 2.5 of the Plan.
“Award Date” means, with respect to any Award, the date of the grant or award specified by the Committee in a resolution or other writing, duly adopted, and as set forth in the Award Agreement; provided that such Award Date shall not be earlier than the date of the Committee action.
“Board” means the Board of Directors of the Corporation.
“Cause” shall have the meaning set forth in any employment, consulting, or other written agreement between the Participant and the Corporation or Affiliate. If there is no employment, consulting, or other written agreement between the Corporation or an Affiliate and the Participant or if such agreement does not define “Cause,” then “Cause” shall have the meaning specified in the Award Agreement and as otherwise described herein; provided, that if the Award Agreement does not so specify, “Cause” shall mean, as determined by the Committee in its sole discretion, the Participant’s (i) willful and continued failure substantially to perform his or her material duties with the Corporation or an Affiliate, or the commission or omission of any activities constituting a violation or breach under any Federal, state or local law or regulation applicable to the activities of the Corporation or an Affiliate, in each case or in the sole discretion of the Board or Committee, after notice thereof from the Board or Committee to the Participant and (where possible) a reasonable opportunity for the Participant to cease and correct (if possible) such failure, breach or violation in all respects, (ii) fraud, breach of fiduciary duty, dishonesty, misappropriation or other actions that cause damage to the property, business, or reputation of the Corporation or an Affiliate,
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2024 Proxy Statement D - 1 |
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Annex D – Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan |
Section 10.17 Awards Not Transferable. Except as otherwise provided by the Committee, Awards under the Plan are not transferable other than to the Participant beneficiary in the event of a Participant’s death, or by will or the laws of descent and distribution. An Award Agreement for a grant of NQSOs may permit or may be amended to permit the Participant who received the Option, at any time prior to the Participant’s death, to assign all or any portion of the Option granted to him or her to (a) the Participant’s spouse or lineal descendants; (b) the trustee of a trust for the primary benefit of the Participant, the Participant’s spouse or lineal descendants, or any combination thereof; (c) a partnership of which the Participant, the Participant’s spouse and/or lineal descendants are the only partners; (d) custodianships for lineal descendants under the Uniform Transfers to Minors Act or any other similar statute; or (e) upon the termination of a trust by the custodian or trustee thereof, or the dissolution or other termination of the family partnership or the termination of a custodianship under the Uniform Transfers to Minors Act or other similar statute, to the person or persons who, in accordance with the terms of such trust, partnership or custodianship are entitled to receive Options held in trust, partnership or custody. In such event, the spouse, lineal descendant, trustee, partnership or custodianship will be entitled to all of the Participant’s rights with respect to the assigned portion of such Option, and such portion of the Option will continue to be subject to all of the terms, conditions and restrictions applicable to the Option, as set forth herein and in the related option agreement. Any such assignment will be permitted only if: (x) the Participant does not receive any consideration therefor; and (y) the assignment is expressly permitted by the applicable Award Agreement, and provided, that the termination of Service shall continue to refer to the termination of Service of the original Participant. The Committee’s approval of an Award Agreement with assignment rights shall not require the Committee to include such assignment rights in an Award Agreement with any other Participant. Any such assignment shall be evidenced by an appropriate written document executed by the Participant, and the Participant shall deliver a copy thereof to the Committee on or prior to the effective date of the assignment. An assignee or transferee of an Option must sign an agreement with the Corporation to be bound by the terms of the applicable Award Agreement. Notwithstanding any of the preceding in this Section 10.17, under no circumstances will a Participant be permitted to transfer an Option to a third-party financial institution without prior shareholder approval.
Except as otherwise provided in a Participant’s Award Agreement, no Option, SAR, RSU, Restricted Stock, or Performance Unit granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, or pursuant to a domestic relations order (as defined in Code Section 414(p)). The Committee may, in its discretion, require a Participant’s guardian or legal representative to supply it with the evidence the Committee deems necessary to establish the authority of the guardian or legal representative to act on behalf of the Participant.
Section 10.18 Awards to Foreign Nationals and Employees Outside the United States. To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law of practice and to further the purposes of this Plan, the Committee may, without amending the Plan, (i) establish rules applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ from those set forth in this Plan, and (ii) grant Awards to such Participants in accordance with those rules.
Notwithstanding the provisions of Sections 3.2, 3.3 and 6.1, where applicable foreign law requires that compensatory stock right be priced based upon a specific price averaging method and period, a stock right granted in accordance with such applicable foreign law will be treated as meeting the requirements of Sections 3.2, 3.3 or 6.1 and Code Section 409A, provided that the averaging period does not exceed thirty (30) calendar days.
Section 10.19 Compliance With Code Section 409A. Notwithstanding any provision of the Plan to the contrary, Awards under the Plan are intended to be exempt from or, in the alternative, comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term deferrals. The Plan will be construed and interpreted in accordance with such intent. The Plan is, and all Awards made under this Plan are, intended to comply with Code Section 409A, including the exceptions for stock rights, short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be construed, interpreted and administered accordingly. If any provision of the Plan or an Award Agreement needs to be revised to satisfy the requirements of Code Section 409A, then such provision shall be modified or restricted to the extent and in the manner necessary to be in compliance with such requirements of Code Section 409A and any such modification will attempt to maintain the same economic results as were intended under the Plan and
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2024 Proxy Statement D - 19 |
Pay vs Performance Disclosure
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12 Months Ended |
Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
Pay versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation and Company performance for the four-year period of 2020 through 2023. The language noted in the tables below and required by Regulation S-K refers to “compensation actually paid.” “Compensation actually paid” includes the difference in the fair market value of the LTI awards from the prior year end to the vesting date, for awards that vested during the year, or to the current year end, for awards that are outstanding at year end. The CD&A provides further detail on the Company’s philosophy. The Compensation Committee did not consider the pay-versus-performance disclosure below in making its pay decisions for any of the NEOs for the years shown below.
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Summary Compensation Table Total for PEO |
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Compensation Actually Paid to PEO |
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Average Summary Compensation Table Total for Non-PEO NEOs |
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Average Compensation Actually Paid to Non-PEO NEOs (2),(3 |
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Value of Initial Fixed $100 Investment Based On (5 ) |
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2023 |
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$ |
7,356,609 |
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$ |
10,068,081 |
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$ |
1,801,064 |
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$ |
2,245,242 |
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$ |
129 |
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$ |
116 |
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$ |
484.9 |
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18.3% |
2022 |
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$ |
6,818,374 |
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$ |
14,217,675 |
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$ |
1,667,346 |
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$ |
2,870,951 |
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$ |
118 |
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$ |
116 |
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$ |
439.1 |
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17.5% |
2021 |
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$ |
6,577,522 |
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$ |
11,913,114 |
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$ |
1,584,381 |
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$ |
2,475,609 |
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$ |
105 |
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$ |
125 |
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$ |
404.6 |
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15.7% |
2020 |
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$ |
6,308,713 |
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$ |
4,838,248 |
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$ |
1,573,184 |
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$ |
1,327,493 |
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$ |
79 |
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$ |
91 |
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$ |
286.0 |
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13.1% |
(1) |
The amounts shown are based on the total compensation figures presented in the Summary Compensation Table for Mr. Vincent J. Delie, Jr., our principal executive officer (PEO), for each of the years listed. |
(2) |
The amounts shown for Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs have been calculated in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Delie or the Non-PEO NEOs during the applicable year. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted as described in footnote 3 below. |
(3) |
Compensation Actually Paid reflects the exclusions and inclusions from the Summary Compensation Table total for our PEO and Non-PEO NEOs as set forth below. Amounts excluded, which are set forth in the Exclusion of Stock Awards and Change in Pension Value columns in each of the PEO Compensation Actually Paid and the Non-PEO NEOs Compensation Actually Paid tables below in this footnote 3, are the aggregate amounts shown in the “Stock Awards” and “Change in Pension Value” columns from the Summary Compensation Table. Amounts included, which are set forth in the Inclusion of Equity Award Adjustments and Pension Service Cost columns in each of such tables below in this footnote 3, are the aggregate of the following components: |
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a. |
Add the fair value as of the end of the year of unvested equity awards granted in that year; |
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b. |
Add the change in fair value (if positive, or subtract if negative) as of the end of the year (from the end of the prior year) of equity awards granted in prior years that remained outstanding and unvested at the end of the year; |
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c. |
Add the change in fair value (if positive, or subtract if negative) as of the end of the vesting date during the year (from the end of the prior year) of equity awards granted in prior years that vested during that year; |
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d. |
Subtract the fair value at the end of the prior year for awards granted in prior years that forfeited or failed to meet applicable vesting conditions during the covered year; and |
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e. |
Add the aggregate of: the service cost (which is calculated as the actuarial present value of each NEO’s benefit under all plans reported in the “Changes to Pension Value” in the Summary Compensation Table, attributable to services rendered during the covered year), and the prior service cost (which is calculated as the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the covered year that are attributable by the benefit formula to services rendered in periods prior to the amendment). |
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f. |
Equity values are calculated in accordance with FASB ASC Topic 718. There were no adjustments required for pension service cost or prior pension service. | PEO Compensation Actually Paid Table
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Summary Compensation Table Total for PEO |
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Exclusion of Stock Awards and Change in Pension Value |
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Inclusion of Equity Award Adjustments and Pension Service Costs (a) |
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Compensation Actually Paid to PEO(2)(3) |
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2023 |
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$ |
7,356,609 |
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$ |
3,225,435 |
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$ |
5,936,907 |
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$ |
10,068,081 |
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2022 |
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$ |
6,818,374 |
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$ |
3,211,952 |
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$ |
10,611,253 |
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$ |
14,217,675 |
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2021 |
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$ |
6,577,522 |
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$ |
3,118,203 |
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$ |
8,453,795 |
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$ |
11,913,114 |
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2020 |
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$ |
6,308,713 |
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$ |
3,118,593 |
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$ |
1,648,128 |
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$ |
4,838,248 |
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(a) |
The components of the amounts shown in this column for our PEO are presented in the table below: |
| PEO Components of Compensation Actually Paid
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Fair Value of Awards Granted in Applicable Year at Year-End |
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Change in Value of Prior Years’ Awards Unvested at Applicable Year-End |
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Change in Value of Prior Years’ Awards that Vested in Applicable Year at Vesting Date |
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Change in Value of Prior Years’ Awards that Forfeited During Applicable Year |
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Total Equity Value included in Compensation Actually Paid (total of prior four columns) |
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Total Inclusion of Equity Values and Pension Service Costs |
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2023 |
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$ |
3,435,782 |
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$ |
1,860,710 |
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$ |
640,415 |
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$ |
0 |
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$ |
5,936,907 |
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$ |
0 |
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$ |
5,936,907 |
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2022 |
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$ |
3,538,712 |
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$ |
6,735,690 |
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$ |
336,851 |
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$ |
0 |
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$ |
10,611,253 |
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$ |
0 |
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$ |
10,611,253 |
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2021 |
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$ |
3,208,558 |
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$ |
4,097,867 |
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$ |
1,147,370 |
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$ |
0 |
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$ |
8,453,795 |
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$ |
0 |
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$ |
8,453,795 |
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2020 |
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$ |
4,399,042 |
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$ |
(1,425,294 |
) |
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$ |
(531,199 |
) |
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$ |
(794,421 |
) |
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$ |
1,648,128 |
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$ |
0 |
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$ |
1,648,128 |
| Average of Non-PE O NEOs Compensation Actually Paid Table
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Average Summary Compensation Table Total for Non-PEO NEOs |
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Exclusion of Stock Awards and Change in |
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Inclusion of Equity Award Adjustments and Pension Service Costs (a) |
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Average Compensation Actually Paid to Non-PEO NEOs (2)(3) |
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2023 |
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$ |
1,801,064 |
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$ |
561,636 |
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$ |
1,005,814 |
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$ |
2,245,242 |
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2022 |
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$ |
1,667,346 |
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$ |
543,863 |
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$ |
1,747,468 |
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$ |
2,870,951 |
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2021 |
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$ |
1,584,381 |
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$ |
523,109 |
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$ |
1,414,338 |
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$ |
2,475,609 |
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2020 |
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$ |
1,573,184 |
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|
$ |
561,297 |
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$ |
315,606 |
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$ |
1,327,493 |
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(a) |
The components of the amounts shown in this column for our non-PEO NEOs are presented in the table below: |
| Average of Non-PEO NEOs Components of Compensation Actually Paid
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Fair Value of Awards Granted in Applicable Year at Year-End |
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Change in Value of Prior Years’ Awards Unvested at Applicable Year-End |
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Change in Value of Prior Years’ Awards that Vested in Applicable Year at Vesting Date |
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Change in Value of Prior Years’ Awards that Forfeited During Applicable Year |
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Total Equity Value included in Compensation Actually Paid (total of prior four columns) |
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Total Inclusion of Equity Values and Pension Service Costs |
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2023 |
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$ |
594,310 |
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$ |
322,176 |
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$ |
89,328 |
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$ |
0 |
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$ |
1,005,814 |
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$ |
0 |
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$ |
1,005,814 |
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2022 |
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$ |
597,422 |
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$ |
1,096,293 |
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$ |
53,753 |
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$ |
0 |
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$ |
1,747,468 |
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$ |
0 |
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$ |
1,747,468 |
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2021 |
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$ |
552,429 |
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$ |
648,464 |
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$ |
213,445 |
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$ |
0 |
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$ |
1,414,338 |
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|
$ |
0 |
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$ |
1,414,338 |
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2020 |
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$ |
812,601 |
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$ |
(233,836 |
) |
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$ |
(95,398 |
) |
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$ |
(167,761 |
) |
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$ |
315,606 |
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$ |
0 |
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$ |
315,606 |
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(4) |
The Non-PEO NEOs for whom the Summary Compensation Table total average compensation is presented are for 2023, 2022 and 2021, Mr. Vincent J. Calabrese Jr., Mr. Gary L. Guerrieri, Mr. David B. Mitchell, and Mr. Barry C. Robinson; and for 2020, Mr. Vincent J. Calabrese Jr., Mr. Gary L. Guerrieri, Mr. Robert Moorehead and Mr. Barry C. Robinson. Figures shown are based on the total compensation figures presented in the Summary Compensation Table for each Non-PEO NEO for each of the years listed. |
(5) |
This column shows the Company’s TSR and the TSR for the peer group used by the Company in its stock performance graph in its 2023 Form 10-K, and the KBW Regional Bank Index (“KRX”), on a cumulative basis for each year of the three-year period from 2020 through 2023. Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2023, in either FNB or in the KRX index, and reinvestment of the pre-tax value of the dividends paid. |
(6) |
Net income represents net income before preferred dividends. |
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Company Selected Measure Name |
Operating ROATCE
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Named Executive Officers, Footnote |
(4) |
The Non-PEO NEOs for whom the Summary Compensation Table total average compensation is presented are for 2023, 2022 and 2021, Mr. Vincent J. Calabrese Jr., Mr. Gary L. Guerrieri, Mr. David B. Mitchell, and Mr. Barry C. Robinson; and for 2020, Mr. Vincent J. Calabrese Jr., Mr. Gary L. Guerrieri, Mr. Robert Moorehead and Mr. Barry C. Robinson. Figures shown are based on the total compensation figures presented in the Summary Compensation Table for each Non-PEO NEO for each of the years listed. |
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Peer Group Issuers, Footnote |
(5) |
This column shows the Company’s TSR and the TSR for the peer group used by the Company in its stock performance graph in its 2023 Form 10-K, and the KBW Regional Bank Index (“KRX”), on a cumulative basis for each year of the three-year period from 2020 through 2023. Dollar values assume $100 was invested for the cumulative period from December 31, 2019 through December 31, 2023, in either FNB or in the KRX index, and reinvestment of the pre-tax value of the dividends paid. |
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PEO Total Compensation Amount |
$ 7,356,609
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$ 6,818,374
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$ 6,577,522
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$ 6,308,713
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PEO Actually Paid Compensation Amount |
$ 10,068,081
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14,217,675
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11,913,114
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4,838,248
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Adjustment To PEO Compensation, Footnote |
PEO Compensation Actually Paid Table
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Summary Compensation Table Total for PEO |
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Exclusion of Stock Awards and Change in Pension Value |
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Inclusion of Equity Award Adjustments and Pension Service Costs (a) |
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Compensation Actually Paid to PEO(2)(3) |
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2023 |
|
$ |
7,356,609 |
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|
$ |
3,225,435 |
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|
$ |
5,936,907 |
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|
$ |
10,068,081 |
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2022 |
|
$ |
6,818,374 |
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|
$ |
3,211,952 |
|
|
$ |
10,611,253 |
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|
$ |
14,217,675 |
|
2021 |
|
$ |
6,577,522 |
|
|
$ |
3,118,203 |
|
|
$ |
8,453,795 |
|
|
$ |
11,913,114 |
|
2020 |
|
$ |
6,308,713 |
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|
$ |
3,118,593 |
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|
$ |
1,648,128 |
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|
$ |
4,838,248 |
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(a) |
The components of the amounts shown in this column for our PEO are presented in the table below: |
| PEO Components of Compensation Actually Paid
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|
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|
Fair Value of Awards Granted in Applicable Year at Year-End |
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Change in Value of Prior Years’ Awards Unvested at Applicable Year-End |
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Change in Value of Prior Years’ Awards that Vested in Applicable Year at Vesting Date |
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|
Change in Value of Prior Years’ Awards that Forfeited During Applicable Year |
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|
Total Equity Value included in Compensation Actually Paid (total of prior four columns) |
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|
|
|
Total Inclusion of Equity Values and Pension Service Costs |
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2023 |
|
$ |
3,435,782 |
|
|
$ |
1,860,710 |
|
|
$ |
640,415 |
|
|
$ |
0 |
|
|
$ |
5,936,907 |
|
|
$ |
0 |
|
|
$ |
5,936,907 |
|
2022 |
|
$ |
3,538,712 |
|
|
$ |
6,735,690 |
|
|
$ |
336,851 |
|
|
$ |
0 |
|
|
$ |
10,611,253 |
|
|
$ |
0 |
|
|
$ |
10,611,253 |
|
2021 |
|
$ |
3,208,558 |
|
|
$ |
4,097,867 |
|
|
$ |
1,147,370 |
|
|
$ |
0 |
|
|
$ |
8,453,795 |
|
|
$ |
0 |
|
|
$ |
8,453,795 |
|
2020 |
|
$ |
4,399,042 |
|
|
$ |
(1,425,294 |
) |
|
$ |
(531,199 |
) |
|
$ |
(794,421 |
) |
|
$ |
1,648,128 |
|
|
$ |
0 |
|
|
$ |
1,648,128 |
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,801,064
|
1,667,346
|
1,584,381
|
1,573,184
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,245,242
|
2,870,951
|
2,475,609
|
1,327,493
|
Adjustment to Non-PEO NEO Compensation Footnote |
Average of Non-PE O NEOs Compensation Actually Paid Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Summary Compensation Table Total for Non-PEO NEOs |
|
|
Exclusion of Stock Awards and Change in |
|
|
Inclusion of Equity Award Adjustments and Pension Service Costs (a) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs (2)(3) |
|
2023 |
|
$ |
1,801,064 |
|
|
$ |
561,636 |
|
|
$ |
1,005,814 |
|
|
$ |
2,245,242 |
|
2022 |
|
$ |
1,667,346 |
|
|
$ |
543,863 |
|
|
$ |
1,747,468 |
|
|
$ |
2,870,951 |
|
2021 |
|
$ |
1,584,381 |
|
|
$ |
523,109 |
|
|
$ |
1,414,338 |
|
|
$ |
2,475,609 |
|
2020 |
|
$ |
1,573,184 |
|
|
$ |
561,297 |
|
|
$ |
315,606 |
|
|
$ |
1,327,493 |
|
|
(a) |
The components of the amounts shown in this column for our non-PEO NEOs are presented in the table below: |
| Average of Non-PEO NEOs Components of Compensation Actually Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of Awards Granted in Applicable Year at Year-End |
|
|
Change in Value of Prior Years’ Awards Unvested at Applicable Year-End |
|
|
Change in Value of Prior Years’ Awards that Vested in Applicable Year at Vesting Date |
|
|
Change in Value of Prior Years’ Awards that Forfeited During Applicable Year |
|
|
Total Equity Value included in Compensation Actually Paid (total of prior four columns) |
|
|
|
|
|
Total Inclusion of Equity Values and Pension Service Costs |
|
2023 |
|
$ |
594,310 |
|
|
$ |
322,176 |
|
|
$ |
89,328 |
|
|
$ |
0 |
|
|
$ |
1,005,814 |
|
|
$ |
0 |
|
|
$ |
1,005,814 |
|
2022 |
|
$ |
597,422 |
|
|
$ |
1,096,293 |
|
|
$ |
53,753 |
|
|
$ |
0 |
|
|
$ |
1,747,468 |
|
|
$ |
0 |
|
|
$ |
1,747,468 |
|
2021 |
|
$ |
552,429 |
|
|
$ |
648,464 |
|
|
$ |
213,445 |
|
|
$ |
0 |
|
|
$ |
1,414,338 |
|
|
$ |
0 |
|
|
$ |
1,414,338 |
|
2020 |
|
$ |
812,601 |
|
|
$ |
(233,836 |
) |
|
$ |
(95,398 |
) |
|
$ |
(167,761 |
) |
|
$ |
315,606 |
|
|
$ |
0 |
|
|
$ |
315,606 |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between Compensation Actually Paid and Company Cumulative TSR The following chart presents the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR for each year of the four-year period from 2020 through 2023.
|
|
|
|
Compensation Actually Paid vs. Net Income |
Relationship Between Compensation Actually Paid and Net Income The following chart presents the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s net income for each year of the four-year period from 2020 through 2023.
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
Relationship Between Compensation Actually Paid and Operating ROATCE* The following chart presents the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s Operating ROATCE* for each year of the four-year period from 2020 through 2023.
|
|
|
|
Total Shareholder Return Vs Peer Group |
Relationship Between Company TSR and Selected Peer Group TSR The following chart presents the relationship between FNB’s cumulative TSR and the KRX TSR for each year of the four-year period from 2020 through 2023.
|
|
|
|
Tabular List, Table |
List of the Most Important Financial Performance Measures The following list presents the financial measures that the Company considers to be the most important in linking Compensation Actually Paid to our PEO and our Non-PEO NEOs in 2023 to Company performance. The measures in this list emulate the diverse set of metrics used in our incentive compensation plans. The measures in this list are not ranked:
|
• |
|
Operating Earnings Per Diluted Common Share (EPS)* |
|
• |
|
Operating Return on Average Tangible Common Equity (Operating ROATCE)* |
|
• |
|
Internal Capital Generation Growth (ICG Growth)* |
|
• |
|
Total Shareholder Return (TSR) |
|
|
|
|
Total Shareholder Return Amount |
$ 129
|
118
|
105
|
79
|
Peer Group Total Shareholder Return Amount |
116
|
116
|
125
|
91
|
Net Income (Loss) |
$ 484,900,000
|
$ 439,100,000
|
$ 404,600,000
|
$ 286,000,000
|
Company Selected Measure Amount |
0.183
|
0.175
|
0.157
|
0.131
|
PEO Name |
Mr. Vincent J. Delie, Jr
|
|
|
|
Measure:: 1 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Operating Earnings Per Diluted Common Share (EPS)
|
|
|
|
Measure:: 2 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Operating Return on Average Tangible Common Equity (Operating ROATCE)
|
|
|
|
Non-GAAP Measure Description |
Non-GAAP measure
|
|
|
|
Measure:: 3 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Efficiency Ratio
|
|
|
|
Measure:: 4 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Internal Capital Generation Growth (ICG Growth)
|
|
|
|
Measure:: 5 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Total Shareholder Return (TSR)
|
|
|
|
PEO | Exclusion Of Stock Awards And Change In Pension Value [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ 3,225,435
|
$ 3,211,952
|
$ 3,118,203
|
$ 3,118,593
|
PEO | Inclusion Of Equity Award Adjustments And Pension Service Costs [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
5,936,907
|
10,611,253
|
8,453,795
|
1,648,128
|
PEO | Fair Value Of Awards Granted In Applicable Year At Year End [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
3,435,782
|
3,538,712
|
3,208,558
|
4,399,042
|
PEO | Change In Value Of Prior Years Awards Unvested At Applicable Year End [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
1,860,710
|
6,735,690
|
4,097,867
|
(1,425,294)
|
PEO | Change In Value Of Prior Years Awards That Vested In Applicable Year At Vesting Date [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
640,415
|
336,851
|
1,147,370
|
(531,199)
|
PEO | Change In Value Of Prior Years Awards That Forfeited During Applicable Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
(794,421)
|
PEO | Total Equity Value Included In Compensation Actually Paid Total Of Prior Four Columns [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
5,936,907
|
10,611,253
|
8,453,795
|
1,648,128
|
PEO | Pension Service Costs [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
Non-PEO NEO | Exclusion Of Stock Awards And Change In Pension Value [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
561,636
|
543,863
|
523,109
|
561,297
|
Non-PEO NEO | Inclusion Of Equity Award Adjustments And Pension Service Costs [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
1,005,814
|
1,747,468
|
1,414,338
|
315,606
|
Non-PEO NEO | Fair Value Of Awards Granted In Applicable Year At Year End [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
594,310
|
597,422
|
552,429
|
812,601
|
Non-PEO NEO | Change In Value Of Prior Years Awards Unvested At Applicable Year End [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
322,176
|
1,096,293
|
648,464
|
(233,836)
|
Non-PEO NEO | Change In Value Of Prior Years Awards That Vested In Applicable Year At Vesting Date [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
89,328
|
53,753
|
213,445
|
(95,398)
|
Non-PEO NEO | Change In Value Of Prior Years Awards That Forfeited During Applicable Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
(167,761)
|
Non-PEO NEO | Total Equity Value Included In Compensation Actually Paid Total Of Prior Four Columns [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
1,005,814
|
1,747,468
|
1,414,338
|
315,606
|
Non-PEO NEO | Pension Service Costs [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
$ 0
|