UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
NORTHWEST BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(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. | |||
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March 6, 201810, 2022
Dear Stockholder:
We cordially invite you to attend the 20182022 Annual Meeting of Stockholders of Northwest Bancshares, Inc., the parent company of Northwest Bank. The Annual Meeting will be held at The Struthers Library Theatre, located at 302 W. Third Avenue, Warren, Pennsylvania,virtually this year at 11:00 a.m. (Pennsylvania time), Eastern Time on April 18, 2018.20, 2022 due to the continuing challenges caused by COVID-19. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2022.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. DuringAfter the Annual Meeting, we will also report on the operations of Northwest Bancshares, Inc. Our directors and officers, as well as a representative from our independent registered public accounting firm, will be presentavailable to respond to any questions that stockholders may have.
The business to be conducted at the Annual Meeting includes the election of fourfive directors, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2018,2022, the consideration of an advisory,non-binding resolution to approve the executive compensation described in the Proxy Statement, and the approval of the Northwest Bancshares, Inc. 20182022 Equity Incentive Plan.
Our Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interests of Northwest Bancshares, Inc. and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each matter to be considered.
Under rules established by the Securities and Exchange Commission, we sent the majority of those stockholders who are eligible to vote at the Annual Meeting a notice that explains how to access their proxy materials, including our 20172021 Annual Report, online, rather than in traditional printed form. The notice also explains the steps our eligible stockholders can follow in order to vote their shares online or by telephone. If you are among the stockholders who received the notice explaining this process and would prefer to receive your proxy materials in the traditional printed format, the notice also explains how to arrange to have the printed materials sent to you in the mail. If you are among those who received their proxy materials in printed form, rather than the notice, please note that you may still access these materials and vote your shares online by going to the following website: www.proxyvote.com.
Please take a moment now to cast your vote via the Internet or by telephone as described on the enclosed proxy card,Proxy Card, or alternatively, complete, sign, date and return the proxy cardProxy Card in the postage-paid envelope provided. Voting in advance of the Annual Meeting will not prevent you from voting in person,virtually during the Annual Meeting, but will assure that your vote is counted if you are unable to attend the Annual Meeting.Meeting virtually.
Sincerely,
| /s/ |
| Chairman of the Board, |
| President and Chief Executive Officer |
NORTHWEST BANCSHARES, INC.
100 Liberty Street3 Easton Oval, Suite 500
Warren, Pennsylvania 16365Columbus, Ohio 43219
(814)726-2140
NOTICE OF
20182022 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On April 18, 201820, 2022
Notice is hereby given that the 20182022 Annual Meeting of Stockholders of Northwest Bancshares, Inc. will be held at The Struthers Library Theatre, 302 W. Third Avenue, Warren, Pennsylvania,virtually on April 18, 201820, 2022 at 11:00 a.m., Pennsylvania time.Eastern Time. You will be able to virtually attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2022.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is for the purpose of considering and acting upon:
| 1. | The election of |
| 2. | The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, |
| 3. | An advisory,non-binding resolution to approve the executive compensation described in the Proxy Statement; |
| 4. | The approval of the Northwest Bancshares, Inc. |
such other matters as may properly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on February 23, 2018,18, 2022, are the stockholders entitled to vote at the Annual Meeting, and any adjournments thereof.
EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, YOU MAY CHOOSE TO VOTE YOUR SHARES USING THE INTERNET OR TELEPHONE VOTING OPTIONS EXPLAINED ON YOUR PROXY CARD OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY THAT YOU GIVE MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. YOU MAY REVOKE A PROXY BY FILING WITH THE CORPORATE SECRETARY OF NORTHWEST BANCSHARES, INC. A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. IF YOU ATTEND THE ANNUAL MEETING VIRTUALLY, YOU MAY REVOKE YOUR PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY ATVIRTUALLY DURING THE ANNUAL MEETING.
/s/ Richard K. Laws |
Richard K. Laws |
| Executive Vice President, Chief Legal Counsel and Corporate Secretary |
Warren, PennsylvaniaColumbus, Ohio
March 6, 201810, 2022
NORTHWEST BANCSHARES, INC.
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| 7 | ||||
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| 12 | ||||
| 25 | ||||
| 26 | ||||
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||||
PROPOSAL 4 — THE APPROVAL OF THE NORTHWEST BANCSHARES, INC. | ||||
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING | ||||
| 43 | ||||
APPENDIX A | A-1 | |||
Proxy Statement
NORTHWEST BANCSHARES, INC.
100 Liberty Street3 Easton Oval, Suite 500
Warren, Pennsylvania 16365Columbus, Ohio 43219
(814)726-2140
20182022 ANNUAL MEETING OF STOCKHOLDERS
April 18, 201820, 2022
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Northwest Bancshares, Inc., (“Company”) to be used at the 20182022 Annual Meeting of Stockholders of Northwest Bancshares, Inc., which will be held at The Struthers Library Theatre, 302 W. Third Avenue, Warren, Pennsylvania,virtually on April 18, 2018,20, 2022, at 11:00 a.m., Pennsylvania time,Eastern Time, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being mailed to stockholders on or about March 9, 2018.11, 2022. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2022.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of our shares of common stock, par value $0.01 per share, as of the close of business on February 23, 201818, 2022 are entitled to one vote for each share then held. As of February 23, 2018,18, 2022, there were 102,577,620126,672,903 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and brokernon-votes will be counted for purposes of determining that a quorum is present.
As to the election of directors, the Proxy Card being provided by the Board of Directors enables a stockholder to vote FOR“FOR” all nominees proposed by the Board, to withhold authority for all nominees or to vote for all except one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either brokernon-votes, or proxies as to which the authority to vote for the nominees being proposed is withheld. In addition, Northwest Bancshares, Inc. has adopted a policy regarding majority voting with respect to the election of directors. For more information, see “Policy Regarding Majority Voting”.
As to the ratification of KPMG LLP as our independent registered public accounting firm, by checking the appropriate box, a stockholder may: (i) vote FOR“FOR” the ratification; (ii) vote against“AGAINST” the ratification; or (iii) abstain from voting on such ratification. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either brokernon-votes, or shares as to which the abstain box has been selected on the proxy card,Proxy Card, is required for the approval of this matter.
As to the advisory,non-binding resolution to approve our executive compensation as described in this Proxy Statement, a stockholder may: (i) vote FOR“FOR” the resolution; (ii) vote against“AGAINST” the resolution; or (iii) abstain from voting on the resolution. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either brokernon-votes, or shares as to which the abstain box has been selected on the proxy card,Proxy Card, is required for the approval of thisnon-binding resolution. While this vote is required by law, it will neither be binding on Northwest Bancshares, Inc. or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Northwest Bancshares, Inc. or the Board of Directors.
As to the approval of the Northwest Bancshares, Inc. 20182022 Equity Incentive Plan, by checking the appropriate box, a stockholder may: (i) vote FOR“FOR” the approval; (ii) vote against“AGAINST” the approval; or (iii) abstain from voting on such matter.approval. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either brokernon-votes, or shares as to which the abstain box has been selected on the proxy card,Proxy Card, is required for the approval of this matter.
As provided in Section D of Article 5 of our Articles of Incorporation, record holders of shares owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of our common stock are not entitled to vote any shares held in excess of this 10% limit. Subject to certain exceptions, a person is deemed to beneficially own shares owned by an affiliate of, as well as by persons acting in concert with, such person. The Board
of Directors of Northwest Bancshares, Inc. is authorized to construe and apply the provisions of Section D of Article 5 of the Articles of Incorporation, and to make all determinations it deems necessary or desirable to implement them, including determining the number of shares beneficially owned by any person and whether a person is an affiliate of or has an arrangement or agreement with another person, and to demand certain information from any person who is reasonably believed to beneficially own stock in excess of the 10% limit and reimbursement for all expenses incurred by Northwest Bancshares, Inc. in connection with an investigation conducted by the Board of Directors pursuant to the provisions of Article 5, Section D of the Articles of Incorporation.
If you have selected a broker or other intermediary to hold your common stock rather than having them directly registered with our transfer agent, American Stock Transfer & Trust Company, LLC, you will receive instructions directly from your broker or other intermediary in order to vote your shares. Your brokerage firm may also provide the ability to vote your proxy by telephone or online. Please be advised that if you choose to not vote your proxy, your brokerage firm only has the authority under applicable stock market rules to vote your shares “FOR” or “against”“AGAINST” routine matters. The ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter. Accordingly, we urge you to vote by following the instructions provided by your broker, bank, or other intermediary.
We are utilizing Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner or hold shares of our common stock through our stock-based benefit plans. The Notice provides instructions on how to access and review all of the important information contained in the Company’s Proxy Statement and Annual Report to Stockholders, as well as how to cast a vote. Stockholders who receive the Notice and who would still like to receive a printed copy of the proxy materials can find instructions for requesting these materials included in the Notice. We plan to mail the Notice to stockholders by March 9, 2018.11, 2022.
Persons and groups who beneficially own in excess of 5% of our shares of common stock are required to file certain reports with the Securities and Exchange Commission regarding such ownership pursuant to the Securities Exchange Act of 1934. The following table sets forth, as of February 23, 2018,18, 2022, the shares of our common stock beneficially owned by each person known to us who was the beneficial owner of more than 5% of the outstanding shares of our common stock.
Name and Address of Beneficial Owners | Amount of Shares Owned and Nature of Beneficial Ownership (#) (1) | Percent of Shares of Common Stock Outstanding | ||||||||||||||
Name and address of beneficial owners | Amount of shares owned and nature of beneficial ownership (1) | Percent of shares of common stock outstanding | ||||||||||||||
BlackRock, Inc. (2) 55 East 52nd Street New York, New York 10055 | 13,113,000 | 12.8 | % | 18,621,344 | 14.7 | % | ||||||||||
The Vanguard Group (3) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 9,067,359 | 8.8 | % | 13,612,312 | 10.7 | % | ||||||||||
Dimensional Fund Advisors LP (4) Building One 6300 Bee Cave Road Austin, Texas, 78746 | 8,635,757 | 8.4 | % | 7,787,675 | 6.1 | % | ||||||||||
Wellington Management Group, LLP (5) c/o Wellington Management Company, LLP 280 Congress Street Boston, Massachusetts 02210 | 6,513,528 | 6.3 | % | |||||||||||||
Northwest Bank 2015 Amended and Restated 401(k) Plan Trust 100 Liberty Street Warren, Pennsylvania 16365 | 6,203,216 | 6.0 | % | |||||||||||||
(footnotes on following page)
(footnotes from previous page)
| (1) | In accordance with Rule13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if |
| (2) | As disclosed in Amendment 12 to Schedule 13G/A, as filed with the Securities and Exchange Commission on January 27, 2022. |
| (3) | As disclosed in Amendment 11 to Schedule 13G/A, as filed with the Securities and Exchange Commission on February 10, 2022. |
| (4) | As disclosed in Amendment 7 to Schedule 13G/A, as filed with the Securities and Exchange Commission on |
Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of our Board of Directors will be voted in accordance with the directions given thereon.You may vote by Internet or telephone as described on your Proxy Card.You may also vote by signing and returning your Proxy Card to Northwest Bancshares, Inc. Proxies we receive that are signed, but contain no instructions for voting, will be voted “FOR” the proposals set forth in this Proxy Statement for consideration at the Annual Meeting.
Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Northwest Bancshares, Inc., Richard K. Laws, at the address shown above, or by returning a duly executed proxy bearing a later date by mail, or voting on a later date by Internet or telephone, as described on your Proxy Card. The presence at the virtual Annual Meeting of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder delivers his or her ballot in person atvotes during the Annual Meeting or delivers a written revocation to the Corporate Secretary prior to the voting of such proxy.
PROPOSAL 1 — ELECTION OF DIRECTORS
Our Board of Directors is expected to consist of eleven12 members, effective immediately following the Annual Meeting. Our bylaws provide that directors are divided into three classes, as nearly equal in number as reasonably possible, such that approximatelyone-third of the directors are to be elected annually. Our directors are generally elected to serve for a three-year period, or a shorter period if the director is elected to fill a vacancy, and until their respective successors shall have been elected and shall qualify. FourFive directors will be elected at the Annual Meeting and will serve until their successors have been elected and qualified. The Nominating and Corporate Governance Committee has nominated PhilipRobert M. Tredway, Deborah J. Chadsey,Campana, Timothy B. Fannin, John P. Meegan and Timothy M. HunterMark A. Paup to serve as directors for three-year terms and Ronald J. SeiffertPablo A. Vegas to serve as director for atwo-yearone-year term. Mr. Tredway, Ms. ChadseyCampana, Mr. Fannin, Mr. Meegan and Mr. HunterPaup are currently members of the Board of Directors. Mr. SeiffertVegas was appointed Presidentrecommended to the Nominating and Chief Operating Officer of both Northwest Bancshares, Inc. and Northwest BankCorporate Governance Committee by the Boardsa search subcommittee comprised of Directors in November 2017.Chadsey, Fannin, Paup, Tullio and Seiffert.
The table below sets forth certain information regarding our nominees and the composition of our Board of Directors as of February 23, 201818, 2022 (with age information as of December 31, 2017)2021), including the terms of office of Board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to a nominee) will be voted at the Annual Meeting for the election of the nominees identified below. If one or more nominees is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute or substitutes as the Nominating and Corporate Governance Committee may recommend. At this time, the Board of Directors knows of no reason why the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between the nominees and any other person pursuant to which such nominees were selected.
None of our Directors or Executive Officers had any shares pledged as collateral as of February 23, 2018.18, 2022. We have adopted a policy that prohibits our insiders from (1) pledging Northwest Bancshares, Inc. stock as collateral against a loan or line of credit or holding Northwest Bancshares, Inc. stock in a margin account; and (2) conducting any hedging activities (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to offset any decrease in the market value of Northwest Bancshares, Inc. stock.
The Board of Directors unanimously recommends that you vote “FOR” each of the persons nominated by the Board of Directors.
Name (1) | Age | Positions Held in Northwest Bancshares, Inc. | Director Since (2) | Current Term to Expire | Shares of Common Stock Beneficially Owned (3) | Percent of Class | Age | Positions held in Northwest Bancshares, Inc. | Director since | Current term to expire | Shares of common stock beneficially owned (2) | Percent of class | ||||||||||||||||||||||||||||||||
| NOMINEES | NOMINEES | NOMINEES |
| |||||||||||||||||||||||||||||||||||||||||
Philip M. Tredway | 69 | Director | 2007 | 2018 | 70,604 | (4) | * | |||||||||||||||||||||||||||||||||||||
Deborah J. Chadsey | 60 | Director | 2012 | 2018 | 34,870 | (5) | * | |||||||||||||||||||||||||||||||||||||
Timothy M. Hunter | 55 | Director | 2015 | 2018 | 19,420 | (6) | * | |||||||||||||||||||||||||||||||||||||
Ronald J. Seiffert | 60 | President and Chief Operating Officer | N/A | N/A | 6,300 | * | ||||||||||||||||||||||||||||||||||||||
Robert M. Campana | 62 | Director | 2015 | 2022 | 62,806 | (3) | * | |||||||||||||||||||||||||||||||||||||
Timothy B. Fannin | 68 | Director | 2013 | 2022 | 62,591 | (4) | * | |||||||||||||||||||||||||||||||||||||
John P. Meegan | 62 | Director | 2010 | 2022 | 120,754 | (5) | * | |||||||||||||||||||||||||||||||||||||
Mark A. Paup | 56 | Director | 2016 | 2022 | 50,991 | (6) | * | |||||||||||||||||||||||||||||||||||||
Pablo A. Vegas | 48 | None | N/A | N/A | — | * | ||||||||||||||||||||||||||||||||||||||
| DIRECTORS CONTINUING IN OFFICE | DIRECTORS CONTINUING IN OFFICE | DIRECTORS CONTINUING IN OFFICE |
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John P. Meegan | 58 | Director | 2010 | 2019 | 122,070 | (7) | * | |||||||||||||||||||||||||||||||||||||
Timothy B. Fannin | 64 | Director | 2013 | 2019 | 25,742 | (8) | * | |||||||||||||||||||||||||||||||||||||
Robert M. Campana | 58 | Director | 2015 | 2019 | 46,146 | (9) | * | |||||||||||||||||||||||||||||||||||||
Mark A. Paup | 52 | Director | 2016 | 2019 | 7,707 | (10) | * | |||||||||||||||||||||||||||||||||||||
William J. Wagner | 64 | Chairman of the Board and Chief Executive Officer | 1994 | 2020 | 917,164 | (11) | * | |||||||||||||||||||||||||||||||||||||
William F. McKnight | 70 | Director | 2013 | 2023 | 80,799 | (7) | * | |||||||||||||||||||||||||||||||||||||
Sonia M. Probst | 59 | Director | 2011 | 2020 | 73,256 | (12) | * | 63 | Director | 2011 | 2023 | 86,555 | (8) | * | ||||||||||||||||||||||||||||||
William F. McKnight | 66 | Director | 2013 | 2020 | 39,297 | (13) | * | |||||||||||||||||||||||||||||||||||||
Ronald J. Seiffert | 64 | Chairman of the Board, President and Chief Executive Officer | 2018 | 2023 | 97,598 | (9) | * | |||||||||||||||||||||||||||||||||||||
Deborah J. Chadsey | 64 | Director | 2012 | 2024 | 73,754 | (10) | * | |||||||||||||||||||||||||||||||||||||
Wilbur R. Davis | 67 | Director | 2020 | 2024 | 116,220 | (11) | * | |||||||||||||||||||||||||||||||||||||
Timothy M. Hunter | 59 | Director | 2015 | 2024 | 138,664 | (12) | * | |||||||||||||||||||||||||||||||||||||
David M. Tullio | 56 | Director | 2020 | 2024 | 10,640 | (13) | * | |||||||||||||||||||||||||||||||||||||
| EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS |
| |||||||||||||||||||||||||||||||||||||||||
William W. Harvey, Jr. | 51 | Senior Executive Vice President- Chief Financial Officer | N/A | N/A | 228,317 | (14) | * | 55 | Senior Executive Vice President, Chief Financial Officer | N/A | N/A | 262,135 | (14) | * | ||||||||||||||||||||||||||||||
Steven G. Fisher | 60 | Senior Executive Vice President- Chief Revenue Officer | N/A | N/A | 412,736 | (15) | * | |||||||||||||||||||||||||||||||||||||
Michael G. Smelko | 50 | Executive Vice President-Chief Credit Officer | N/A | N/A | 177,231 | (16) | * | |||||||||||||||||||||||||||||||||||||
Michael W. Bickerton | 58 | Executive Vice President- Commercial Lending | N/A | �� | N/A | 28,191 | (17) | * | ||||||||||||||||||||||||||||||||||||
All directors, nominees and executive officers as a group (15 persons) | 2,209,051 | (18) | 2.2 | % | ||||||||||||||||||||||||||||||||||||||||
John J. Golding | 58 | Senior Executive Vice President, Consumer and Business Banking | N/A | N/A | 64,301 | (15) | * | |||||||||||||||||||||||||||||||||||||
Mark T. Reitzes | 61 | Senior Executive Vice President, Commercial Banking | N/A | N/A | 46,028 | (16) | * | |||||||||||||||||||||||||||||||||||||
Louis J. Torchio | 59 | Senior Executive Vice President, Retail Lending | N/A | N/A | 49,358 | (17) | * | |||||||||||||||||||||||||||||||||||||
All directors, nominees and executive officers as a group (16 persons) | All directors, nominees and executive officers as a group (16 persons) | 1,323,194 | (18) | 1.0 | % | |||||||||||||||||||||||||||||||||||||||
(footnotes on following page)
(footnotes from previous page)
| * | Less than 1%. |
| (1) | The mailing address for each person listed is |
| (2) |
See definition of “beneficial ownership” in the table in “Voting Securities and Principal Holders |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
Includes options to purchase |
| (18) | Includes options to purchase 377,382 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined. |
The biographies of each of the nominees and continuing board members below contains information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the person should serve as a director. The principal occupation during the past five years of each of our directors is set forth below. All directors have held their present positions for five years unless otherwise stated. Each director is also a director of Northwest Bank.
WilliamRonald J. WagnerSeiffert has been employed by Northwest Bank since 1984joined in November 2017 as President and currently serves as Chief ExecutiveOperating Officer and Chairman of the Board of Northwest Bank and Northwest Bancshares, Inc. He was formerly President of Northwest Bank from 1998 until November 2017 and Northwest Bancshares, Inc from 2001 until November 2017. Mr. Wagner was appointed Executive Vice President in 1992 and was electedpromoted to the Boardposition of Directors in 1994. He serves on the Board of the Warren County Chamber of Business and Industry and the Board of the University of Pittsburgh at Bradford. Mr. Wagner is a Certified Public Accountant and holds a BS degree in Accounting from Indiana University of Pennsylvania. Mr. Wagner has deep and extensive knowledge of our market area, accounting matters and banking matters, making him uniquely qualified to be our Chairman of the BoardPresident and Chief Executive Officer.
Ronald J. SeiffertjoinedOfficer of Northwest Bank and Northwest Bancshares, Inc. in November 2017 as President and Chief Operating Officer and serves as a directorJune 2018, appointed to the Board of Directors of Northwest Bank.Bank in January 2018 and elected to the Board of Directors of Northwest Bancshares, Inc. in April 2018. Prior to joining Northwest Bank and Northwest Bancshares, Inc., Mr. Seiffert held the position of Chairman, President and Chief Executive Officer at The Delaware County Bank and Trust, Lewis Centre,Center, Ohio for six years. Prior to that, he served as Vice Chairman at Huntington National Bank, and Executive Vice President and National Head of Business Banking at Bank One/JPMorgan Chase. Mr. Seiffert is engaged in many industry and community boards and committees including the Federal Reserve Board Fourth District Depository Institution Advisory Committee (CDIAC), the Ohio Bankers League BankServices Board
and Audit Committee, the Columbus State Community College Foundation Board, the Lutheran Social Services of Central Ohio Board and the Finance Committee at St. Francis DeSales High School. Mr. Seiffert graduated from Washington University in St. Louis, Missouri with a Bachelor of ScienceBS degree in Business Administration, Finance and Economics and is a graduate of the Advanced Executive Management program at the Kellogg School of Management, Northwestern University, and the ABA Stonier Graduate School of Banking. Mr. Seiffert has deep and extensive knowledge of commercial banking, retail services, private banking, and delivery channels, making him well qualified to be our Chairman of the Board, President and Chief Operating Officer and Director of Northwest Bancshares, Inc.Executive Officer.
Robert M. Campanahas been the owner of Campana Development, a real estate development company in Lorain, Ohio, since January 2000. He is also the president of Campana Capital, a real estate development and private equity investment organization located in Westlake, Ohio. Mr. Campana previously served on the Boards of Directors of LNB Bancorp, Inc. and Lorain National Bank, and became a director of Northwest Bancshares, Inc. and Northwest Bank upon the acquisition of LNB Bancorp, Inc. and Lorain National Bank in 2015. Mr. Campana holds a business degree from Bowling Green State University and brings to the Board extensive experience in managing businesses and has significant experience in and knowledge of real estate development. Mr. Campana is the former president of P.C. Campana Inc. and has been recognized in his community for his entrepreneurial skills. In addition, Mr. Campana served on the Boards of Directors of LNB Bancorp, Inc. and Lorain National Bank for 17 years, which provides valuable insights to the Board of Directors of Northwest Bancshares, Inc., particularly in evaluating the business conditions in Northwest Bank’s Ohio markets in which it now operates following the acquisition, as well as in setting corporate strategy and compensation matters.
Deborah J. Chadseyis an attorney who has practiced law for over 29 years.since 1989. She is currently a partner in the Buffalo, New York law firm Kavinoky Cook, LLP. Prior to joining Kavinoky Cook, LLP, Ms. Chadsey practiced law with Lippes, Silverstein as well as Phillips, Lytle, both also in Buffalo, New York. She has been on the Northwest Bank Board of Directors since 2011.2012. In addition, she sits on the Board of Directors of Kensington-Bailey Neighborhood Housing Services/Gloria Parks Community Center. Ms. Chadsey graduated from Columbia University Law School in New York, New York where she was a Harlen Fiske Stone Scholar and is licensed to practice law in Pennsylvania, New York, and multiple federal district, bankruptcy and appellate courts. Ms. Chadsey brings to the Board specialization and experience in environmental and municipal law as well as commercial finance, land use and contract law.
Wilbur R. Davisco-founded Ontario Systems, LLC, a computer software company, serving as its Chief Executive Officer until 2008 and as its Chairman until the 2017 sale of the company. Capitalizing on his business experience, he launched Noble Why, LLC, an organizational effectiveness consulting firm dedicated to helping organizations foster passionate, purposeful, and productive cultures where there is both an individual and collective pride in the work being accomplished. Mr. Davis is an entrepreneur with both his BS and MBA from Ball State University. He has received recognition for his contributions to his industry and community, including an honorary doctorate in Business Management from Indiana Wesleyan University. Mr. Davis is an author, “Creating a Culture of Excellence, Changing the World of Work One Person at a Time”, sought-after speaker and training consultant with over 30 years of leadership experience. Prior to co-founding Ontario Systems, he gained financial, engineering, and software systems experience with MutualBank and General Motors. He currently serves as a board member for a number of organizations, including IU Health Ball Memorial Hospital and AAA Hoosier Motor Club. Mr. Davis brings his experience and expertise in the technology and human capital fields along with his prior experience on the Board of Directors of MutualFirst Financial, Inc. to the Board of Northwest Bancshares, Inc.
Timothy B. Fanninis a retired CPA and partner from the firm Catalano, Case, Catalano &Clark-Radzieta, LLP, Certified Public Accountants headquartered in Clearfield, Pennsylvania where he worked for 28 years. Mr. Fannin is a U.S. Army Veteran and graduated from the University of Pittsburgh with a BSBA degree in Business/Public Administration and holds an MBA from Clarion University of Pennsylvania. He is a Certified Public Accountant in the Commonwealth of Pennsylvania and was formerly certified in both business combinationsvaluations and financial forensics. In addition, he was an adjunct Professor of Accounting and Finance at Pennsylvania State University from 2007 to 2009. He has been an Advisory Board Member for the Clearfield County and Elk County markets of Northwest Bank since 1998.1998 and currently serves on the Southwest Advisory Board. Mr. Fannin’s public accounting background and professional designations assist the Board in its oversight of the audit, tax, financial reporting and risk management areas.
Timothy M. Hunterhas been President and Chief Executive Officer of McInnes Rolled Rings and Erie Bronze & Aluminum Company, both in Erie, Pennsylvania, since 2003. He is also Chairman of the Erie Community Foundation and serves on the Boards of the Erie Downtown Development Corporation and the Erie Regional Chamber and Growth Partnership.Partnership and the Erie Community Foundation. He has previously served asis a past Chairman of the Manufacturer and Business Association ofand the Erie Pennsylvania .Community Foundation. Mr. Hunter is a Certified Public AccountantCPA having worked for Ernst & Young in Philadelphia, Pennsylvania, and holds a BSBA degree in Accounting from Villanova University. He has been an Advisory Board Member for the Erie County market of Northwest Bank since 2013. Mr. Hunter has significant operations, finance and management experience in middle market manufacturing businesses combined with extensive knowledge and experience in accounting and reporting. He brings this background coupled with his considerable business and community involvement to the Board.
William F. McKnighthas been the controllerController for Interstate Chemical Company, Inc. in Hermitage, Pennsylvania since 2006. Prior to joining Interstate Chemical Company, Inc. he was a partner with the CPA firm McGill, Power, Bell & Associates for 30 years where he specialized in tax planning and advising. Mr. McKnight also serves as Chief Financial Officer for Alpont Methanol, a methanol and sodium methylate manufacturing company in Toledo, Ohio. He holds a BSBA degree in Business Administration from Drake University and is a Certified Public AccountantCPA in the Commonwealth of Pennsylvania. He has been an Advisory Board Member for the Crawford County and Mercer County markets of
Northwest Bank since 2002. Mr. McKnight’s industry experience and background in tax and public accounting assist the Board in its oversight of the audit, tax, financial reporting and risk management areas.
John P. Meeganis an accomplished financial and operational executive with over 35 years of experience in the financial services industry and has been a member of Northwest’s Board since 2010. He most recently served as Executive Vice President and Chief Operating Officer of Hefren-Tillotson Inc., a Pittsburgh-Pittsburgh based investment management firm. Prior to joining Hefren-Tillotson he held various senior levelBroker/Dealer and Registered Investment Advisor for 16 years and has had numerous executive positions with both regional and national brokerage firms.financial services companies. In these roles, he gained valuable oversight, financial, and risk management skills. Mr. Meegan, previously served as a director of Prestige Bank,CPA, brings these skills to the Board and its committees. Specifically, Mr. Meegan’s experience provides expertise to the Audit and Risk Management committees. Additionally, he has considerable not-for-profit and Securities Industry Regulatory Board service including Financial Industry Regulatory Authority (FINRA) throughout his career which was acquired by Northwest Bank in 2002enhances his financial and has served on Northwest Bank’s Southwest Region Advisory Board since that time.operational expertise. Mr. Meegan is a Certified Public Accountant, having worked for KPMG LLP in New York City, and holds a BA degree in Economics from Amherst College and an MBA from New York University. He also serves as ChairmanUniversity Graduate School of both the Financial Responsibility and Uniform Practice Committees for FINRA and is a member of its National Adjudicatory Council (NAC). Mr. Meegan’s extensive knowledge of investment management matters enhances the oversight of our trust and investment activities, and his work with FINRA broadens the Board of Directors’ knowledge of the capital markets.Business.
Mark A. Paupis the President and Chief Executive Officer for Zippo Manufacturing Company and W.R. Case and Sons Cutlery Company, both of which are headquartered in Bradford, Pennsylvania. During his21-year career with Zippo and Case, Mr. Paup has served as Vice President of Sales and Marketing, National Sales Manager, European Sales Manager and Global Marketing Director.Director since his career with Zippo and Case began in 1994. He has also served as a member of the Board of Directors of Zippo Manufacturing Company, as President of the Supervisory Board of Zippo Europe S.A. and as a Director of Zippo Asia Ltd. During his tenure at both Zippo and Case, Mr. Paup has been instrumental in corporate strategic planning, product diversification and the development of the sales and marketing departments. He has been a member of Northwest Bank’s McKean County Advisory Board since 2010. Mr. Paup’s extensive experience in the areas of sales, marketing, and strategic planning assist the Board in its oversight of Northwest Bank’s organic growth initiatives and strategic direction.
Sonia M. Probstis the retired Chief Executive Officer of the Rouse Estate in Youngsville, Pennsylvania, where she was employed for 28 years. The Rouse Estate is a campus of skilled nursing, assisted living, outpatient therapy, and child day care facilities serving western Pennsylvania. In this highly regulated healthcare environment, she served as Compliance Officer, developing and developed and oversawoverseeing the Compliance Program.Program and working with multiple state and federal regulatory bodies. In addition as Chief Executive Officer, she was responsible for:provided leadership and operational oversight to all divisions. She focused on strategic planning; development;planning, revenue growth; compensationdevelopment, and benefit structures; financial and regulatory audits; and investment managementdiversification of pension, 403(b) and depreciation funds. Ms. Probst earned a BA from Lebanon Valley College and an MSW from West Virginia University. She also servesservices to meet community needs. Sonia has served on numerous boards including the Warren County Chamber of Business and Industry, BoardLeadership Warren County, the United Fund of DirectorsWarren County Allocation Committee, Hospice of Warren County, Revitalization of Youngsville, the Chief Cornplanter Council of the Boy Scouts of America, and the Steering Committee for “Leadership Warren County.”Pennsylvania Association of County Affiliated Homes. Ms. Probst brings to the Board firsthand experience in managing compliance, finance and operations in a diverse, highly regulated, multiple service organization.
PhilipDavid M. TredwayTullio has beenis the President and Chief Executive Officer of Erie Molded Plastics,Custom Engineering Company and Lamjen, Inc., both of which are located in Erie, Pennsylvania, since 1982. His responsibilities includeand Venango Machine Company located in Wattsburg, Pennsylvania. For over 30 years, Mr. Tullio has worked in various management positions within the manufacturing industry and financial reporting for the company.assumed his current role at Custom Engineering in 1997. He currently serves on the Pittsburgh Region Advisory Boardboards of the Federal Reserve BankPennsylvania Chamber of Cleveland. He is also a past ChairmanBusiness and Board member ofIndustry, the Manufacturers and Business AssociationEnterprise Development Center of Erie Pennsylvania and past Board member and Treasurer ofCounty, as well as the Erie Community Foundation. HeMr. Tullio holds both BAa BS degree in Industrial Engineering from Northwestern University and an MBA degrees in Finance from LehighBehrend College of Pennsylvania State University. Mr. TredwayTullio brings to the Board extensive experience in the manufacturing and technology companies as well as deep community and board involvement.
Pablo A. Vegas is the Executive Vice President, Chief Operating Officer and President of Utilities for NiSource, Inc., headquartered in Merrillville, Indiana. Mr. Vegas has extensive knowledgeserved in several roles, including Chief Customer Officer, Executive Vice President Gas Segment and President of financial reporting issuesthe Columbia Gas Group since starting his career with NiSource in 2016. Prior to joining NiSource, he held a variety of senior executive positions with American Electric Power (AEP), including President and Chief Operating Officer of AEP Ohio, AEP Texas and Chief Information Officer. Before his termcareer in regulated utilities, he held senior leadership positions with IBM, PricewaterhouseCoopers and Andersen Consulting. Mr. Vegas is the past-chairman and serves on the Federal Reserve Bankboard of Cleveland advisory board provides insight into regional economic conditions,directors for One Columbus and also serves on the banking industry,Board of Trustees for the American Gas Foundation. Mr. Vegas attended the Advanced Management Program at Harvard Business School and holds a BS degree in Mechanical Engineering from the regulatory environment.University of Michigan. Mr. Vegas brings to the Board expertise in regulated gas and electric industries and extensive experience in P&L optimization, strategic planning, technology innovation and environmental sustainability initiatives.
Executive Officers who are not Directors
The principal occupation during the past five years of each of our executive officers, other than Mr. Wagner,Seiffert, is set forth below. All executive officers have held their present positions for five years unless otherwise stated.
William W. Harvey, Jr.has been employed by Northwest Bank since 1996, most recently as Senior Executive Vice President and Chief Financial Officer for Northwest Bank and Northwest Bancshares, Inc. He was formerly Executive Vice President Finance and Chief Financial Officer. Prior to joining Northwest Bank and Northwest Bancshares, Inc., Mr. Harvey served as a Management Accounting Officer with PNC Bank and a Senior Auditor and Tax Specialist for KPMG LLP, both in Pittsburgh, Pennsylvania. Mr. Harvey is a Certified Public AccountantCPA in the Commonwealth of Pennsylvania and holds a BSBA degree in Accounting from Indiana University of Pennsylvania. In addition, he is a graduate of the ABA Stonier Graduate School of Banking at the University of Pennsylvania.
Steven G. FisherJohn J. Goldinghas been employed by Northwest Bank since 1983,2016, most recently as Senior Executive Vice President, Consumer and Chief Revenue Officer.Business Banking. He was formerly Executive Vice President, of the Banking Services GroupBusiness Development and prior to that Senior Vice President and New York Region President. Prior to joining Northwest Bank, Mr. Golding served as Senior Vice President and Senior Director of Operations of NorthwestSmall Business Banking as well as Senior Vice President and Retail Banking Director with First Niagara Bank. Mr. FisherGolding holds a BSBA degree in Business Management and Business Administration from West VirginiaNorth Carolina Wesleyan College and is a graduate of the Graduate School of Banking at the University of Wisconsin-Madison.College.
Michael G. SmelkoMark T. Reitzeshas been employed by Northwest Bank since 1997,2019, most recently as Senior Executive Vice President, and Chief Credit Officer. He was formerly Senior Vice President of the Retail Lending Division of Northwest Bank.Commercial Banking. Prior to joining Northwest Bank, Mr. Smelko was employed by Mellon BankReitzes served in Pittsburgh, Pennsylvania.various roles in commercial and retail banking, including Commercial Banking Division Head and, subsequently, Regional President, for Huntington National Bank’s Southern Ohio/Kentucky Region. Mr. Smelko holdsReitzes also served as President and Chief Executive Officer of Cheviot Savings Bank. His background also includes supervisory regulatory experience with The Office of Thrift Supervision and with the Cincinnati office of KPMG as a BS degreeCPA in Business from Pennsylvania State University andthe Financial Institutions practice. Mr. Reitzes is a graduate of the Graduate School of Banking at the University of Wisconsin-Madison.Cincinnati and the Ohio State University Fisher College of Business Executive Leadership program. He is a member of the American Institute of CPAs and the Ohio Society of CPAs.
Michael W. BickertonLouis J. Torchiohas been employed by Northwest Bank since August 20152018 and currently serves as Senior Executive Vice President, CommercialRetail Lending. Prior to joining Northwest Bank, Mr. Bickerton was employed by Lorain NationalTorchio served as Senior Vice President of Residential and Consumer Lending at Delaware County Bank Lorain, Ohiofor two years and prior to that served as Chief Credit Officer.Executive Vice President at CNB Bank. He also has also served in a variety of managementvarious senior leadership positions during his35-year career in banking.for Charter One Bank, Bank One, Prudential Home Mortgage and Mellon Bank. Mr. BickertonTorchio holds a BSBA degree in Business Administration and Computer Programming from Fairmont State University and an MBA degree in Finance and Financial Management Services from Miami University, Oxford, Ohio.Franklin University.
The Board of Directors has determined that Directors Campana, Chadsey, Davis, Fannin, Hunter, McKnight, Meegan, Paup, Probst and TredwayTullio are, and nominee Vegas will be, “independent” within the meaning of the Nasdaq corporate governance listing standards. Mr. Wagner and Mr. Seiffert areis not independent by virtue of being employeesan employee of Northwest Bank. Mr. TredwayFannin currently serves as the Lead Director. In this capacity, Mr. TredwayFannin chairs the meetings of the independent directors and other meetings of the Board when the Chairman is excused or absent. Mr. TredwayFannin also acts as liaison between the Chairman and the independent directors.
In determining the independence of the directors and the nominees listed above, the Board of Directors reviewed the transactions reported under “—Transactions With Certain Related Persons,” below, as well as the following transactions and relationships, none of which are required to be reported under “—Transactions With Certain Related Persons.”Persons”. Each of the following products or services are with Northwest Bank. Director Campana has a residential mortgage, home equity line of credit, commercial loans and commercial lines of credit. Director Chadsey has a residential mortgage loan and a home equity line of credit, and Kavinoky Cook, LLP, where sheDirector Chadsey is a law partner, has a commercial line of credit. Kavinoky Cook, LLP also received legal fees from Northwest Bank, directlyVarious companies where Director Davis is a partner have commercial loans and indirectly, during the year ended December 31, 2017.commercial lines of credit. Director Fannin has a secured andan unsecured line of credit. Director McKnight had a residential mortgage loan pay off during the year. Director Meegan has a credit card. Director Paup has a residential mortgage loan. Two sisters ofand equity loans. Director Paup arenon-management employees at Northwest Bank. Director PaupTullio has a residential mortgage equity loan,and home equity line of credit and a credit card. Director Tredway has a credit card.credit. Additional loans (including residential mortgage loans, lines of credit and credit cards and automobile loans)cards) have been made to related persons of Directors Campana, Chadsey, Hunter, McKnight Paup and Tredway.Paup.
Board Leadership Structure and Oversight
The Board of Directors currently combines the role of Chairman of the Board with the role of Chief Executive Officer, coupled with a lead director position to further strengthen the governance structure. The Board believes this provides an efficient and effective leadership model. Combining the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. To assure effective independent oversight, the board has adopted a number of governance practices, including:
a strong, independent, clearly-defined lead director role;
periodic meetings of the independent directors;
annual performance evaluations of the Chairman and Chief Executive Officer by the independent directors; and
direct reporting lines between the Board of Directors and both the Chief Risk Officer and Chief Auditor, with quarterly meetings with these individuals without the presence of management.
The board recognizes that, depending on the circumstances, other leadership models, such as a separate independent chairman of the board, might be appropriate. Accordingly, the board periodically reviews its leadership structure.
A key responsibility of the Chief Executive Officer and the board is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in our company. Each year, succession planning reviews are held at every significant organizational level of our company, culminating in a full review of senior leadership talent by the independent directors. During this review, the Chief Executive Officer and the independent directors discuss future candidates for senior leadership positions, succession timing for those positions, and development plans for the highest-quality candidates. This process ensures continuity of leadership over the long term, and it forms the basis on which we make ongoing leadership assignments. It is a key success factor in managing the long-term planning and investment lead times of our business.
In addition, the Chief Executive Officer maintains in place at all times, and reviews with the independent directors, a confidential plan for the timely and efficient transfer of his responsibilities in the event of an emergency or his sudden incapacitation or departure.
The Board of Directors is actively involved in oversight of risks that could affect Northwest Bancshares, Inc. This oversight is conducted primarily through committeesthe Risk Management Committee of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board has designated a Risk Management Committee, consisting of allsix independent directors, towho meet quarterly for the specific purpose of evaluating our exposure to all risks specifically identified in banking regulations: credit, interest rate, strategic/capital, market price, liquidity, operational, business resumption, compliance/legal/regulatory, foreign exchange and reputation. The Risk Management Committee also evaluates risk related to cybersecurity. The Risk Management Committee reports are prepared and presented by our Chief Risk Officer.Officer and reports of Committee meetings are made to the full Board of Directors during the Board meeting of the following month. The Board of Directors also satisfies this responsibility through reports to the Board of Directors by the committee chair of all board committees regarding the committees’ considerations and actions, through review of minutes of committee meetings and through regular reports directly from officers responsible for oversight of particular risks within Northwest Bancshares, Inc. Risks relating to the direct operations of Northwest Bank are further overseen by the Board of Directors of Northwest Bank, which generally consists of the same individuals who serve on the Board of Directors of Northwest Bancshares, Inc. The Board of Directors of Northwest Bank also has additional committees that conduct risk oversight, and such committees typically meet jointly with the committees of Northwest Bancshares, Inc. All committees are responsible for the establishment of policies that guide management and staff in theday-to-day operation of Northwest Bancshares, Inc. and Northwest Bank such as lending, risk management, asset/liability management, investment management and others.
Meetings and Committees of the Board of Directors
The business of Northwest Bancshares, Inc. is conducted at regular and special meetings of the full Board and its standing committees. In addition, our independent directors meet in executive sessions. The standing committees consist of the Executive, Audit, Compensation, Compliance,Executive, Innovation and Technology, Nominating and Corporate Governance (recently combined from two separate committees into a single body), Risk Management Governance and Trust Committees. Mr. Wagner,Seiffert, our Chairman of the Board, President and Chief Executive Officer, is a member of the Executive and Trust Committees. During the year ended December 31, 2017,2021, the Board of Directors of Northwest Bancshares, Inc. met at 12 regular meetings and held nofour special meetings.meetings that were conducted either in-person or by way of video conferencing in light of challenges posed by COVID-19. No member of the Board or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she hasthey have been a director); and (ii) the total number of meetings held by all committees of the Board on which he or shethey served (during the periods that he or shethey served).
The following table sets forth the current members of our Compensation, Audit and Nominating Committees.and Corporate Governance Committees as of January 1, 2022.
Director | Compensation Committee | Audit Committee | Nominating and Corporate Governance Committee | ||||||||||||
Robert M. Campana | X | ||||||||||||||
Deborah J. Chadsey | X* | ||||||||||||||
Wilbur R. Davis | X | X | |||||||||||||
Timothy B. Fannin | X | ||||||||||||||
Timothy M. Hunter | X* | X | X | ||||||||||||
William F. McKnight | X | X | |||||||||||||
John P. Meegan | X* | ||||||||||||||
Mark A. Paup | |||||||||||||||
Sonia M. Probst | X | X | |||||||||||||
David M. Tullio | X | X | X | ||||||||||||
|
| * | Denotes Chairperson. |
The duties and responsibilities of the Compensation, Audit and Nominating and Corporate Governance Committees are as follows.
Compensation Committee.Each member of the Compensation Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange CommissionRule 10C-1. Such committee members also must not receive, directly or indirectly, fees in excess of $10,000 per year from us other than fees for service as a director. The Compensation Committee meets at least quarterly, or more frequently if necessary. Our Nominating and Corporate Governance Committee has adopted a written charter for the Compensation Committee, which is available on our website at www.northwest.com. The Compensation Committee of Northwest Bancshares, Inc. met four times during the year ended December 31, 2017.2021. The purpose of the Compensation Committee is to, among other things, evaluate:
the compensation of the executive officers, other senior officers and employees, including oversight of base salary, cash incentive compensation, equity-based awards and other benefits and perquisites; and
the performance of the Chief Executive Officer on an annual basis and approve the base salary, cash incentive bonus, equity-based incentive awards and other compensation of the Chief Executive Officer.
In furtherance of these objectives, the Compensation Committee is responsible, among others, for:
approving the corporate compensation philosophy, including overseeing and monitoring the executive compensation policies, plans and programs for such officers to ensure that they are consistent with the compensation philosophy and the long-term interests of our stockholders;
reviewing and, if appropriate, amending and approving management’s recommendations for compensation issues such as salary ranges, annual merit increases, annual cash bonuses, long-term incentive plans, including equity-based compensation programs such as stock options and restricted stock awards and incentive/variable compensation plans;
annually reviewing the Chief Executive Officer’s evaluation of the performance of the senior executives who report directly to the Chief Executive Officer in connection with its overall review of executive compensation;
evaluating, reviewing and approving the execution of employment and change in control agreements for senior management and reviewing the annual renewal of such agreements;
reviewing and approving all employee benefit plans, including retirement plans and health insurance;
annually issuing the Compensation Committee Report, which is included in our annual proxy statement; and
annually reviewing Management’s Annual Risk Review Analysis of our compensation practices.practices;
annually reviewing the compensation, discussion and analysis which is included in our annual proxy statement; and
periodically reviewing compensation, including benefits and equity awards, paid to non-employee directors.
The Compensation Committee has available to it the resources and authority necessary to properly discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants. The Compensation Committee, in performing these duties and responsibilities with respect to director and executive officer compensation, relies on the assistance of professionals within our Human Resources Department. Although the Human Resources Department utilizes survey information provided by compensation consultants in recommending compensation levels,During 2021, the Compensation Committee has not directly utilizedelected to utilize Pearl Meyer, a compensation consultants in determiningconsultant, for an independent review of director orand executive officer compensation.compensation, including benefits and equity awards. For the year ended December 31, 2021, we incurred $135,000 of fees for their compensation consulting services.
Audit Committee.Each member of the Audit Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange CommissionRule 10A-3. The Board of Directors has determined that each of Messrs. Fannin, Hunter, McKnight and Meegan qualifies as an “audit committee financial expert” as that term is used in the rules and regulations of the Securities and Exchange Commission. Information with respect to the experience of Messrs. Fannin, Hunter, McKnight and Meegan is included in “—Directors.”Directors”. Our Nominating and Corporate Governance Committee has adopted a written charter for the Audit Committee, which is available on our website at www.northwest.com. The Audit Committee of Northwest Bancshares, Inc. met five times during the year ended December 31, 2017.2021.
The duties and responsibilities of the Audit Committee include, among other things:
retaining, overseeing and evaluating an independent registered public accounting firm to audit our annual financial statements;
overseeing our external financial reporting processes;
approving all engagements for audit andnon-audit services by the independent registered public accounting firm;
reviewing the audited financial statements with management and the independent registered public accounting firm;
considering whether certain relationships with the independent registered public accounting firm and services not related to the annual audit and quarterly reviews is consistent with maintaining the independent registered public accounting firm’s independence;
overseeing the activities of the internal audit staff and reviewing management’s administration of the system of internal accounting controls;
engaging a third-party provider of internal audit servicesand overseeing any outsourcing or co-sourcing arrangements pertaining to the Internal Audit function and determining that the provider hasproviders have adequate expertise to fulfill itsthose duties; and
conducting an annual performance evaluation of the Committee and annually reviewing the adequacy of its charter.
Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee Charter provides that the Nominating Committee will consist of all independent directors not subject to reelection at the next annual meeting of stockholders. Each member of the Nominating Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. Such committee members also must not receive, directly or indirectly, fees in excess of $10,000 per year
from us other than fees for service as a director. Our Nominating and Corporate Governance Committee has adopted a written charter for the Nominating Committee,committee, which is available on our website at www.northwest.com. ThePrior to combining, the Nominating Committee met once and the Corporate Governance Committee met twice. Once combined, the Nominating and Corporate Governance Committee of Northwest Bancshares, Inc. met onceduring the year ended December 31, 2017.2021.
The functions of the Nominating and Corporate Governance Committee include the following:
leading the search for individuals qualified to become members of the Board and selecting director nominees to be presented for stockholder approval;
developing and recommending to the Board of Directors other specific criteria for the selection of individuals to be considered for election orre-election to the Board of Directors;
to annually receive and approve an applicable Code of Ethics and Code of Ethics for Senior Financial Officers and to develop and recommend corporate governance guidelines on an annual basis, or more frequently if appropriate;
to review the Board of Director’s committee structure and recommend to the Board for approval of directors to serve as members on each committee and to make recommendations to the Board regarding size and compensation of the Board and other governance items related thereto;
adopting procedures for the submission of recommendations by stockholders for nominees for the Board of Directors; and
conducting an annual performance evaluation of the Committee and annually reviewing the adequacy of its charter and recommending any proposed changes to the Board of Directors.
The Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are first considered forre-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. In addition, the Committee is authorized by its charter to engage a third party to assist in the identification of director nominees, if it chooses to do so. The Nominating and Corporate Governance Committee would seek to identify a candidate who, at a minimum, satisfies the following criteria:
the highest personal and professional ethics and integrity and whose values are compatible with our values;
experience and achievements that have given them the ability to exercise and develop good business judgment;
a willingness to devote the necessary time to the work of the Board and its committees, which includes being available for Board and committee meetings;
a familiarity with the communities in which we operate and/or is actively engaged in community activities;
involvement in other activities or interests that do not create a conflict with their responsibilities to Northwest Bancshares, Inc. and its stockholders; and
the capacity and desire to represent the balanced, best interests of our stockholders as a group, and not primarily a special interest group or constituency.
The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The boardBoard is particularly interested in maintaining a mix that includes active or retired business professionals and senior executives, particularly those with experience in management, operations, finance, accounting, banking, risk management, compliance, information technology, or marketing and sales. As part of its periodic self-assessment process, the Board discusses the diversity of specific skills and characteristics necessary for the optimal functioning of the Board in its oversight of Northwest Bancshares, Inc. over both the short and long term. The Nominating and Corporate Governance Committee then gives consideration to these specific skill areas or experiences when considering candidates for nomination. Specific qualities or experiences could include matters such as experience in our industry, financial or technological expertise, leadership experience and relevant geographical experience. The effectiveness of the Board’s diverse mix of skills and experiences is considered as part of each Board self-assessment.
In addition to meeting these qualifications, a person is not qualified to serve as a director if he or she:they: (1) isare under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year; (2) isare a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal; or (3) hashave been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.
The Nominating Committee will also take into account whether a candidate satisfies the criteria for “independence” under the Nasdaq corporate governance listing standards. We have notalso recently adopted stock ownership guidelines, at this time, although we analyze such guidelines as they relate to “best practices” for corporate governance,which are described in “Compensation Discussion and we may adopt such guidelines in the future.Analysis—Long-Term Stock-Based Compensation”.
Although theThe Board of Directors has not established a specific policy setting forth governance guidelines,holds itself and all members of various committees to the Boardhighest standard of Directors believes that its members are subject to many of the same requirements that would be set forth in such guidelines.professional and person conduct. These requirements are included in itsour Code of Ethics and the Nominating and Corporate Governance Committee Charter and other committee charters. In addition, directors are required to have ongoing education, and the Board of Directors regularly reviews director compensation to confirm the reasonableness of such compensation.
Procedures for the Recommendation of Director Nominees by Stockholders.The Nominating and Corporate Governance Committee has adopted procedures for the submission of recommendations for director nominees by stockholders. There have been no material changes to these procedures since they were previously disclosed in Northwest Bancshares, Inc.’s proxy statement for the 20172021 Annual Meeting of Stockholders.If a determination is made that an additional candidate is needed for the Board of Directors, the Nominating and Corporate Governance Committee will consider candidates submitted by our stockholders. Stockholders can submit the names of qualified candidates for Director by writing to us at 100 Liberty Street, P.O. Box 128, Warren, Pennsylvania 16365,3 Easton Oval, Suite 500, Columbus, Ohio 43219, Attention: Corporate Secretary. The Corporate Secretary must receive a submission not less than 180 days prior to the anniversary date of our proxy materials for the preceding year’s annual meeting, which, for the 20192023 Annual Meeting of Stockholders, is no later than September 7, 2018.2022.
The submission must include the following information:
a statement that the writer is a stockholder and is proposing a candidate for consideration by the Committee;
the name and address of the stockholder as they appear on our books, and number of shares of our common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required);
the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);
a statement of the candidate’s business and educational experience;
such other information regarding the candidate as would be required to be included in the proxy statement pursuant to Securities and Exchange Commission Regulation 14A;
a statement detailing any relationship between the candidate and any customer, supplier or competitor of Northwest Bancshares, Inc. or its affiliates;
detailed information about any relationship or understanding between the proposing stockholder and the candidate;
a statement of the candidate that the candidate is willing to be considered and willing to serve as a director if nominated and elected; and
A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our Bylaws.
Stockholder Communications with the Board.A stockholder of Northwest Bancshares, Inc. who wants to communicate with the Board of Directors or with any individual director can write to: Board of Directors, Northwest Bancshares, Inc., 100 Liberty Street, P.O. Box 128, Warren, Pennsylvania 16365,3 Easton Oval, Suite 500, Columbus, Ohio 43219, Attention: Corporate Secretary. The letter should indicate that the author is a stockholder of Northwest Bancshares, Inc. and, if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Corporate Secretary will:
forward the communication to the director or directors to whom it is addressed; or
attempt to handle the inquiry directly, or forward the communication for response by another employee of Northwest Bancshares, Inc. For example, a request for information about us on a stock-related matter may be forwarded to our shareholder relations officer;Shareholder Relations Officer; or
not forward the communication if it is primarily commercial in nature or relates to an improper or irrelevant topic.
The Corporate Secretary will prepare a general summary of those communications that were not forwarded and provide a summary of activity to the Board of Directors each quarter.
Attendance at Annual Meetings of Stockholders
Although we do not have a formal written policy regarding director attendance at annual meetings of stockholders, it is expected that directors will attend these meetings in person or virtually absent unavoidable scheduling conflicts. All of our then-current directors attended our prior year’s annual meeting of stockholders.
CodesPolicy Regarding Majority Voting
The Board of Directors has adopted a majority voting policy (the “Policy”), which is utilized for the election of any director at any meeting of stockholders for uncontested elections and is not applicable for contested elections. For the purpose of the Policy, an “uncontested election” shall mean an election of directors where the only director nominees are those individuals recommended by the Board of Directors of the Company.
Pursuant to the Policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at the stockholders meeting shall promptly tender his or her proposed resignation following certification of the stockholder vote.
The Nominating and Corporate Governance Committee will promptly consider the resignation and will recommend to the Board of Directors whether to accept the resignation or to take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” such nominee. When considering the resignation and making its recommendation, the Nominating and Corporate Governance Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons for the stockholder’s “WITHHELD” votes for the director (to the extent ascertainable), the length of service and qualifications of the director, the director’s contributions to the Company, whether the acceptance or rejection of the resignation will have any adverse affect on the Company’s compliance with any applicable law, rule, regulation or governing document, to determine whether the acceptance of the resignation is in the best interests of the Company and its stockholders.
The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation no later than at its first regularly scheduled meeting following certification of the stockholder vote, but in any case, no later than 90 days following the certification of the stockholder vote.
If a majority of the members of the Nominating and Corporate Governance Committee are required to tender a resignation at the same election, then the other independent directors will appoint a special board committee amongst themselves solely for the purpose of considering the resignations and will recommend to the Board whether to accept, reject or take other action as to the resignations.
We have adopted a Code of Ethics that is applicable to our directors, officers and employees, including a Code of Ethics for Senior Financial Officers attached thereto. The Code of Ethics is available on our website at www.northwest.com. Amendments to and waivers from the Code of Ethics with respect to directors and executive officers will also be disclosed on our website.
The Audit Committee has issued a report that states as follows:
we have reviewed and discussed with management and the independent registered public accounting firm our audited consolidated financial statements for the year ended December 31, 2017;2021;
we have discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 16;Board; and
we have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and have discussed with the independent registered public accounting firm their independence.
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Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form10-K for the year ended December 31, 20172021 for filing with the Securities and Exchange Commission.
This report has been provided by the Audit Committee, which consists of Directors Meegan, (Chairperson), Campana,who serves as Chairperson, Fannin, Hunter, McKnight Paup, Probst and Tredway.Tullio.
Section 16(a) Beneficial Ownership Reporting Compliance
Our common stock is registered pursuant to Section 12(b) of the Securities and Exchange Act of 1934. The officers and directors of Northwest Bancshares, Inc. and beneficial owners of greater than 10% of our shares of common stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5 with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership. Securities and Exchange Commission rules require disclosure in our Proxy Statement and Annual Report onForm 10-K of the failure of an officer, director or 10% beneficial owner of the shares of common stock to file a Form 3, 4 or 5 on a timely basis. Based on our review of such ownership reports, we believe that no officer, director or 10% beneficial owner of Northwest Bancshares, Inc. failed to file such ownership reports on a timely basis for the year ended December 31, 2017.2021.
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee determines the salaries to be paid each year to the Chief Executive Officer and those executive officers who report directly to the Chief Executive Officer. The Compensation Committee currently consists of Directors Probst,Hunter, who serves as Chairperson, Campana, Fannin, Hunter, McKnight, Meegan, PaupDavis, Probst and Tredway.Tullio. None of these individuals was an officer or employee of Northwest Bancshares, Inc. during the year ended December 31, 2017,2021, or is a former officer of Northwest Bancshares, Inc. Except as described below for DirectorsDirector Campana, and McKnight, none of the members of the Compensation Committee had any relationship requiring disclosure under “—Transactions with Certain Related Persons.”Persons”.
Name | Position | Nature of Transaction | Largest Aggregate Balance over Disclosure Period ($) | Interest Rate (%) | Principal Balance 12/31/17 ($) | Principal Paid 01/01/17 to 12/31/17 ($) | Interest Paid 01/01/17 to 12/31/17 ($) | |||||||||||||||||
William F. McKnight | Director | Mortgage Loan | 175,000 | 4.000 | 172,610 | 2,390 | 5,519 | |||||||||||||||||
Robert Campana | Director | Mortgage Loan to Daughter | 387,500 | 3.750 | 386,309 | 1,191 | 2,501 | |||||||||||||||||
Name | Position | Nature of transaction | Largest aggregate balance over disclosure period ($) | Interest rate (%) | Principal balance 12/31/21 ($) | Principal paid 01/01/21 to 12/31/21 ($) | Interest paid 01/01/21 to 12/31/21 ($) | |||||||||||||||||
Robert M. Campana | Director | Mortgage loan to family member | 363,966 | 3.750 | 355,943 | 8,023 | 13,512 | |||||||||||||||||
Robert M. Campana | Director | Mortgage loan | 250,158 | 1.750 | 219,739 | 30,419 | 4,135 | |||||||||||||||||
During the year ended December 31, 2017,2021, (i) no executive officer of Northwest Bancshares, Inc. served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee of Northwest Bancshares, Inc.; (ii) no executive officer of Northwest Bancshares, Inc. served as a director of another entity, one of whose executive officers served on the Compensation Committee of Northwest Bancshares, Inc.; and (iii) no executive officer of Northwest Bancshares, Inc. served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of Northwest Bancshares, Inc.
The Compensation Committee has issued a report that states that itof our Board of Directors has reviewed and discussed the following section entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in our Proxy Statement.
This report has been provided by the Compensation Committee, which consists of Directors Hunter, who serves as Chairperson, Campana, Davis, Probst (Chairperson), Campana, Fannin, Hunter, McKnight, Meegan, Paup and Tredway.Tullio.
Compensation Discussion and Analysis
Executive Summary.As discussed in greater detail below, our compensation program is specifically designed to provide executives with competitive compensation packages that include elements of both reward and retention. The Compensation Committee routinely reviews our compensation practices to remain market competitive and to ensure that these practices are aligned with our compensation philosophy, regulatory requirements and evolving best practices. Key highlights of our program include:
all members of the Compensation Committee are independent, which ensures that all aspects of the compensation decision-making process is free from conflicts of interest;
a clawback policy exists for incentive cash bonuses paid and equity incentive awards granted to corporate Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, and “Named Executive Officers” (as defined in “Executive Compensation”) under our Management BonusPerformance Award Plan which mitigatesand equity-based incentive awards—clawback provisions are embedded into incentive and variable compensation plans to mitigate risk-taking behavior;
the Compensation Committee has reviewed all incentive cash bonus, equity-based incentive awards and incentive/variable compensation programs with respect to risk-taking behavior, which takes into consideration that the safety and soundness of Northwest Bancshares, Inc. is paramount to all compensation incentives;
a meaningful portion of ourcompensation provided to Named Executive Officers’ compensationOfficers is in the form of short- and long-term performance-based pay, which reinforces ourpay-for-performance philosophy;
an appropriate mix of fixed and variable pay, which provides executives with both reward and retention incentives; and
robust stock ownership guidelines for directors and Named Executive Officers in line with market practices; and
limited perquisites.
Compensation Philosophy.The Compensation Committee has the responsibility for establishing, implementing and monitoring adherence with our overall employee compensation philosophy. The Compensation Committee’s goal is to ensure that the total compensation paid to all employees, including executive officers, is fair, reasonable and competitive. In this regard, the Compensation Committee has adopted a framework for our compensation program that is intended to:
provide a total compensation program that is aligned with the interests of our stockholders;
attract and retain talent needed to successfully perform in a competitive market;
assist in balancing the competing needs of external competitiveness, internal consistency, organizational economics, management flexibility, ease of understanding and simplicity of administration;
ensure all employees (including executive officers) receive rewards based on performance and value added to the organization in an environment built on shared leadership; and
use long-term equity programs to motivate and reward performance that increases our market value over time, align senior management interests with the organization’s strategic business objectives and provide a retention incentive.
At least four times a year, the Compensation Committee meets to review various aspects of our programs with the assistance of our Chief Human Resources Officer. These reviews are intended to assure:
the framework for executive officer compensation supports our business strategy and corporate compensation philosophy;
the overall program is aligned with stockholders’ interests.
Senior management cash compensation is calculated fromvalidated with competitive peer group information to determine base salary, and annual cash bonus opportunities and long-term incentive award levels. Cash compensation levels for all positions are established with a goal that the total cash compensation paid for a position will approximatebe approximately between 15% below to 15% above the market median (50th percentile) for fully qualified and experienced employees. See “—Market Comparisons.” Market cash compensation is developed using national and/or regional financial industry data for executives and other management employees, and national, as well as regional and/or local pay practices for other employees. Based on the work location, a salary differential may be used if dictated by the local market. Similarly, annual equity award opportunities are established based on review of national and/or regional financial industry data for executives and other management employees, as well as consideration of incumbent performance. The Compensation Committee intends to provide compensation programs that effectively balance short-term and long-term opportunities, as well as an effective balance of cash and equity compensation.
Compensation Consultant. During 2021, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent executive compensation consulting firm, to provide comprehensive consulting services to the Compensation Committee, including to:
provide information regarding base salary ranges and recommendations for the Executive Vice Presidents;
assist in the development of compensation guidelines used during the executive hiring process;
review the Compensation Discussion and Analysis section of the proxy statement;
assist in developing goals for the short- and long-term incentive plans;
update the Compensation Committee about regulatory matters and trends;
assist with the development of 2021 executive compensation decisions; and
attend Compensation Committee meetings.
Pearl Meyer reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee analyzed whether the work of Pearl Meyer raised any conflicts of interest, taking into consideration the following factors, among others: (i) the provision of other services to the Company by Pearl Meyer; (ii) the amount of fees the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenues; (iii) Pearl Meyer’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyer or the individual compensation advisors employed by Pearl Meyer with any executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. The Compensation Committee determined, based on its analysis of the above factors, among others, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Company have not created any conflicts of interest.
Compensation Program.Compensation paid to our executive officers for 20172021 consisted of market-based salary and performance-based salary, annual cash bonuses, stock option awards and restricted stock awards. An annual cash bonus may be paid to eligible management personnel and is directly related to our performance, with consideration given to our net charge-offs, total delinquency, return on average equity, return on average tangible equity, return on average assets, growth in earnings per share, efficiency ratio and retail deposit growth as well as the performance of the individual employee. In addition, with the Compensation Committee’s approval, substantially all employees, including executive officers, can receive a discretionary holiday bonus ranging from 2% of base compensation for employees with at least three months of service to 5% of base compensation for those with five or more years of service. Additionally, stock benefit awards are granted to motivate and reward individual performance that increases the long-term value of our franchise and provide a retention incentive for key employees. Approximately 400, or 17%, of our employees receive these stock benefit awards. Executive officers participate in the same employee benefitbenefits programs generally available to all employees. In addition, Messrs. Wagner,Seiffert, Harvey, Golding, Reitzes and FisherTorchio participate in a supplemental retirement plan and Mr. Harvey participates in a senior management life insurance plan.
Please refer to the “Summary Compensation Table” for compensation information regarding these benefits for 2017.2021. These benefits are aligned with our objective to attract and retain highly qualified management talent for the benefit of all of our stockholders and are considered by the Compensation Committee to be reasonable when compared to industry averages.
Market Comparisons.In determiningevaluating Named Executive Officer compensation, we useutilize market information which is supported by surveybenchmark data from our peer group, as well as fromPearl Meyer and McLagan, an Aon Hewitt company (“McLagan”), aboth nationally recognized compensation consulting firm.firms. We establish compensation targets for substantially all of our employees so that their total cash compensation opportunity would approximatebe approximately between 15% below to 15% above the market median (50th percentile) for fully qualified and experienced employees. For the year ended December 31, 2017,2021, we usedutilized financial services survey data from McLagan in reviewing compensation for substantially all employees, including executive officers. Two additional surveys, prepared by nationally recognized firms MarshBerry and Crowe Horwath, were used to corroborate the findings from the McLagan survey, but were not used to provide benchmarks with respect to Named Executive Officer compensation.
McLagan is a nationally recognized compensation consulting firm, and was utilized by Northwest Bancshares, Inc. based on their comprehensive set of reports within the financial services industry. McLagan provides complete compensation coverage for each job position in the financial services industry by extensive analysis of salaries, incentive eligible positions, incentive amounts with regard to base salaries, and total cash compensation. In addition, analysis by company size and geographic location is performed and categorized by jobs based on levels of responsibility and experience.
The McLagan survey data is based on the following group of companies primarily in the financial services industry. We do not select the companies used by McLagan. Instead, these are the companies that respond to McLagan as part of their survey.
Alliant Credit Union | First Citizens Bank | PacWest Bancorp | ||
American AgCredit | First Commonwealth Bank | Pentagon Federal Credit Union | ||
Ameris Bank | First Financial Bancorp | People’s United Financial, Inc. | ||
Apple Financial Holdings | First Hawaiian Bank | Pinnacle Financial Partners | ||
Arvest Bank | First | PlainsCapital Bank | ||
Associated Bank | ||||
First Interstate BancSystem, Inc. | Popular Community Bank | |||
Atlantic Union Bank | First Merchants Bank | PrimeLending | ||
Bank of Hawaii | First Midwest Bank | Renasant Corporation | ||
Bank of the | ||||
First National Bank of Omaha | Sandy Spring Bank | |||
Bank OZK | First Technology Credit Union | SchoolsFirst Federal Credit Union | ||
Banner Bank | First United Bank | ServisFirst Bank | ||
BECU | Frost Bank | Signature Bank | ||
Bethpage Federal Credit Union | Fulton Financial Corporation | Simmons First National Corporation | ||
BOK Financial Corporation | Glacier Bank | South State Bank | ||
Bremer Financial Corporation | Golden 1 Credit Union | Sterling National Bank | ||
Cadence Bancorporation | Great Western Bank | Suncoast Credit Union | ||
Cathay General Bancorp | Hancock Whitney Bank | Synovus Financial Corporation | ||
CIT Group | HTLF | Texas Capital Bank | ||
City National Bank | Independent Bank | TIAA | ||
City National Bank of Florida | Investors Bancorp, Inc. | TowneBank | ||
Comerica | Mechanics Bank | UMB Financial Corporation | ||
Commerce Bank | MidFirst Bank | Umpqua Bank | ||
Community Bank System, Inc. | Mountain America Federal Credit Union | United Bankshares, Inc. | ||
Compeer Financial | Navient | United Community Banks | ||
Eagle Bancorp Inc. | NBT Bancorp, Inc. | Valley National Bancorp | ||
Eastern Bank | New York Community Bank | Vystar Credit Union | ||
Farm Credit Mid-America | Northwest Farm Credit Services | Webster Bank | ||
Farm Credit Services of America | OceanFirst Bank | Western Alliance Bancorporation | ||
FB Financial Corporation | OneMain Financial | Wintrust Financial Corporation | ||
First BanCorp | Pacific Premier Bank | Zions Bancorporation |
On an annual basis, with assistance from Pearl Meyer, the company conducts a benchmarking and peer group exercise with the Compensation Committee. In September 2021, Pearl Meyer presented a review of the Company’s peer group using publicly traded U.S. banks with assets at June 30, 2021 ranging from approximately 50% to 200% of the Company’s asset size. The Compensation Committee considered the “compatibility” and “comparability” of each company when selecting the 2021 peer group. The Compensation Committee reviewed, among other things, each peer company’s asset size, earnings, geographical location, organizational structure and governance, number of employees, number of branch offices and service offerings.
Following selection and approval by the Compensation Committee of the peer group, the Company was positioned near the median of the group in terms of asset size. The table below details the established peer group:
Atlantic Union Bankshares Corporation | First Financial Bancorp. | S&T Bancorp, Inc. | ||
Capitol Federal Financial, Inc. | First Merchants Corporation | TFS Financial Corporation | ||
Community Bank System, Inc. | First Midwest Bancorp, Inc. | TowneBank | ||
Customers Bancorp, Inc. | Heartland Financial USA, Inc. | TriState Capital Holdings, Inc. | ||
Enterprise Financial Services Corp | Merchants Bancorp | WesBanco, Inc. | ||
First Busey Corporation | NBT Bancorp Inc. | WSFS Financial Corporation | ||
First Commonwealth Financial Corporation | Park National |
We also used the following peer group in determining market compensation for our executive officers:
Community Bank System, Inc.
First Commonwealth Financial Corporation
NBT Bancorp, Inc.
S&T Bancorp, Inc.
Tompkins Financial Corporation
WesBanco, Inc.
The peer group of institutions was selected due to the entities being of like size and operating in similar markets to Northwest Bancshares, Inc.
Base SalarySalary. . Substantially all employees receive base salaries determined by the responsibilities, skills, performance, growth and relative experience related to their respective positions. Another factor considered in base salary determination is our competitiveness of total compensation within our markets. It is our goal for fully qualified and experienced employees’ total cash compensation to reach the market median (50th percentile) for their position. Specifically,Typically base salaries range between 80% and 120% of the established midpoint (market median) of a salary range. Base salaries above target (midpoint of the salary range) will be limited to those whose performance is “distinguished” or “commendable,” which are the top two of four performance categories (“distinguished,” “commendable,” “good” and “needs improvement”). Employees are eligible for consideration of increases to their base salary as a result of
individual performance and salary adjustments for significant changes in their duties and responsibilities. Base salaries are adjusted using a merit increase systempool and a performance evaluation process that consists of general rating factors. Merit increases are based on the employee’s overall performance rating, by considering their salary relative to the midpoint, the time interval since the last increase and any added responsibilities since the last salary increase. The Compensation Committee of the Board of Directors reviews and approves any salary increasesincrease for executive officers.
The market median for our Named Executive Officers’ base salaries for the year ended December 31, 2017,2021, and their actual base salaries, were as follows:
Executive Officer | Market Median | Actual Base Salary | ||||||
William J. Wagner | $ | 760,700 | $ | 691,800 | ||||
William W. Harvey, Jr. | 482,100 | 394,850 | ||||||
Steven G. Fisher | 482,100 | 394,850 | ||||||
Michael G. Smelko | 329,250 | 269,975 | ||||||
Michael W. Bickerton | 299,350 | 278,875 | ||||||
Executive Officer Ronald J. Seiffert William W. Harvey, Jr. John J. Golding Mark T. Reitzes Louis J. Torchio Market
median Actual
base
salary $ 814,000 811,640 434,000 488,220 377,000 360,500 390,000 360,500 327,000 385,000
Increases in base salaries for our Named Executive Officers were based upon their position within their salary range and receiving the following performance ratings, which were the latest ratings available at the time base salaries were determined:determined as of April 1, 2021: Mr. Wagner - distinguished;Seiffert – consistently exceeded; Mr. Harvey - distinguished;– consistently exceeded; Mr. Fisher - distinguished;Golding – consistently exceeded; Mr. Smelko - distinguished;Reitzes – consistently exceeded; and Mr. Bickerton - distinguished.Torchio – consistently exceeded.
Annual Cash Incentive.We provide performance-based cash incentive awards to over 500 eligible management personnel, including executive officers, under the Management BonusAnnual Performance Award Plan. Cash incentives are used to motivate and reward achievement of corporate and individual performance objectives, while allowing for control of discretionary compensation expenses. Funding for the Management BonusAnnual Performance Award Plan is based on an assessment of our actual performance relative to the Compensation Committee’spre-established financial performance levels based on a combination of financial factors. For the year ended December 31, 2017,2021, the Annual Performance Award Plan required that two gate metrics be satisfied in order for the cash incentive payout to be considered. These gate metrics included a threshold of net charge-offs of 0.50% or less and total delinquency of 3.00% or less. Once these gate metrics have been met, the financial factors considered to determine the payout level for the year ended December 31, 2021 were: return on average assets, return on average equity, return on average tangible equity, growth in earnings per share growth, efficiency ratio, deposit growth and retail deposit growth.strategic/individual performance. After the conclusion of the fiscal year, the Chief Executive Officer may suggest that the Compensation Committee consider additional adjustments to discretionary cash incentive awards that fall in line with the long-term advancement of our strategic initiatives. Furthermore, in a business environment where people make the difference, we may consider industry trends for recruitment and retention in determining the level of cash incentives for our professional personnel.
The Management BonusAnnual Performance Award Plan sets forth fivethree levels of corporate performance targets, with the lowest level (Level 1)(Threshold) resulting in cash incentive payments to the Named Executive Officers in amounts ranging from no bonus to 10%35% of base salary, the target level (Target) resulting in cash incentive payments of up to 70% of base salary and the highest level (Level 5)(Maximum) resulting in cash incentive payments up to 30%105% of base salary.salary based on role. The performance targets for Levels 1, 3 and 5, which could result in maximum cash incentive payments of 10%35%, 20%70% and 30%105% of base salary, respectively, are as follows:
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Performance measure | Weighting | Threshold | Target | Maximum | ||||
Return on Average Assets | 15% | 1.10% to 1.14% | 1.15% to 1.19% | 1.20% or greater | ||||
Return on Average Equity | 15% | 8.00% to 8.99% | 9.00% to 9.99% | 10.00% or greater | ||||
Earnings Per Share Growth | 15% | 6.00% to 7.99% | 8.00% to 9.99% | 10.00% or greater | ||||
Efficiency Ratio | 15% | 64.00% to 62.01% | 62.00% to 60.01% | 60.00% or less | ||||
Deposit Growth | 20% | 2.00% to 2.99% | 3.00% to 3.99% | 4.00% or greater | ||||
Strategic/Individual Performance | 20% | 3 | 4 | 5 | ||||
The target level for bonuses for our Named Executive Officers for the year ended December 31, 2017 (level 32021 (Target in the table above), and their actual bonuses, based upon their most recent performance ratings for the year ended December 31, 2021, were as follows:
Executive Officer | Target Bonus (Level 3) | Actual Bonus (Level 3) | ||||||
William J. Wagner | $ | 138,400 | $ | 138,400 | ||||
William W. Harvey, Jr. | 79,000 | 79,000 | ||||||
Steven G. Fisher | 79,000 | 79,000 | ||||||
Michael G. Smelko | 54,000 | 54,000 | ||||||
Michael W. Bickerton | 55,800 | 55,800 | ||||||
| Target bonus | Actual bonus | |||||||||||||||
Executive Officer | Percent | Dollar | Percent | Dollar | ||||||||||||
Ronald J. Seiffert | 70 | % | $ | 568,148 | 58 | % | $ | 470,800 | ||||||||
William W. Harvey, Jr. | 50 | % | 244,110 | 41 | % | 200,200 | ||||||||||
John J. Golding | 40 | % | 144,200 | 33 | % | 119,000 | ||||||||||
Mark T. Reitzes | 40 | % | 144,200 | 30 | % | 108,200 | ||||||||||
Louis J. Torchio | 40 | % | 154,000 | 33 | % | 127,000 | ||||||||||
The Compensation Committee has discretion under the Management BonusAnnual Performance Award Plan to make adjustments to the overall performance level achieved to include or exclude the effect of extraordinary, unusual ornon-recurring items, changes in tax or accounting rules or the effect of mergers or acquisitions. For the year ended December 31, 20172021, the Compensation Committee excluded a $17.2 million gain onconsidered the very successful second round of Paycheck Protection Program originations, the sale of offices, $4.4 million of restructuring costsour insurance services business, the digital strategy rollout, active share repurchase program, branch optimization, and $5.2 million of charge-offs related to the closure of the consumer finance subsidiary as well as $3.1 million of tax benefits recorded as part of the Tax Cuts and Jobs Act of 2017 when determining the results of the performance measures.
For 2017, operating results (actual results and adjustedexpense control for the above-noted items)last five rolling quarters.
For 2021, operating results were as follows:
Performance Measure | Actual Result | Level | Adjusted Result | Level | ||||||||||||
Return on Average Assets | 0.99 | % | 3 | 0.91 | % | 3 | ||||||||||
Return on Average Equity | 7.95 | % | 2 | 7.29 | % | 2 | ||||||||||
Return on Average Tangible Equity | 11.08 | % | 3 | 10.16 | % | 3 | ||||||||||
Percentage Growth in Earnings Per Share | 87.76 | % | 5 | 1.03 | % | — | ||||||||||
Retail Deposit Growth | 1.15 | % | 1 | 1.15 | % | 1 | ||||||||||
Performance measure | Actual result | Level | Adjusted result | Level | ||||||||||||
Return on Average Assets | 1.08 | % | — | 0.96 | % | — | ||||||||||
Return on Average Equity | 9.91 | % | Target | 8.84 | % | Threshold | ||||||||||
Earnings Per Share Growth | 96.77 | % | Maximum | (0.92 | )% | — | ||||||||||
Efficiency Ratio * | 66.02 | % | — | 66.02 | % | — | ||||||||||
Deposit Growth (excluding acquisitions) | 6.05 | % | Maximum | 6.05 | % | Maximum | ||||||||||
| * | Excludes gain on sale of insurance business, amortization of intangible assets and merger, asset disposition and restructuring expenses (non-GAAP). |
Based on the performance measurements reviewed, without assigning any specific weightings to any one factor,along with the considerations mentioned above, the Compensation Committee determined, on a discretionary basis, that the management bonus should be paid at Level 3 (maximum of 20% of base salary) a level between the Threshold and Target levelsfor all Named Executive Officers.
As a condition to receiving an annual performance-based cash incentive award, our named executive officersNamed Executive Officers agree that any award is subject to recovery by us if the executive’s actions during that fiscal year that resulted in payment of the award are deemed by the Board of Directors to be illegal, unsafe or unsound or resulted in an elevated risk profile beyond the tolerances established by the Board of Directors.
Long-Term Stock-Based Compensation.The purpose of our 2008 Stock Option Plan and 20112018 Equity Incentive Plan is to advance the interests of Northwest Bancshares, Inc. and its stockholders by providing management and outside directors, upon whose judgment, initiative and efforts the success of our business largely depends, with an additional incentive to perform in a superior manner.
The plans were designed2018 Equity Incentive Plan, in addition to reward seniority as well as longevity and to attract and retain people of experience and ability.
Each of ourprior stock benefit plans, was approved by stockholders. The intention of the Compensation Committee with respect to the 2008 Stock Option Plan and 20112018 Equity Incentive Plan is to distribute a total of approximately 11,000,000up to 3,500,000 stock options (split-adjusted) and approximately 2,800,000up to 1,500,000 shares of restricted stock to key employees and directors, with all grants based upon the level of responsibility and performance levels of those eligible. The Compensation Committee determines which executives will receive stock awards as well as type, size and restrictions on the awards.
In 2017, 819,0102021, 693,972 stock options and 378,050334,207 shares of restricted stock were granted under the 20112018 plan. These awards vest equally over tenfive years, with the first vesting on the day of the grant. Under the 20082018 plan, there are 670,821 stock options available for grant. Under the 2011 plan, 2,820,677683,782 stock options and 136,466187,672 shares of restricted stock remain available for grant. It is the intentionHowever, upon stockholder approval of the Compensation Committee that, under the 2011 plan, the total restricted stock awards should2022 Equity Incentive Plan these remaining shares available for grant will be distributed over a minimum of five years and the total stock option awards should be distributed over a minimum of eight years. We do not require a minimum holding period for restricted stock awards or shares received upon the exercise of stock options.cancelled.
Grants of stock awards to an individual are based primarily on the individual’s level of responsibility and their performance. Individual performance is evaluated using certain general elements applicable to all employees, including problem solving, communication, leadership and teamwork, as well as job specific elements. Job specific elements for measuring the individual performance of our Named Executive Officers include the individual’s contributions to our operations and performance in the following areas: Mr. WagnerSeiffert – strategic, operational and profitability considerations; Mr. Fisher – strategic, tactical, administrative and profitability considerations; Mr. Harvey – strategic, financial records/reporting, administrative, facilities and profitability considerations; Mr. SmelkoGolding – strategic, credit administration, appraising, collectionsconsumer and loan workout,business banking, administrative and profitability considerations; Mr. Reitzes – strategic, commercial lending, treasury management, administrative and profitability considerations; and Mr. BickertonTorchio – strategic, commercialretail lending, administrative and profitability considerations. These performance measures are not quantitative or otherwise measurable targets. Rather, stock award grants are based on the named executive officer’sNamed Executive Officer’s overall performance, which factors in how the officer performed in their areas of responsibility. The same rating system that is used for base salary increases is used to determine grants of stock awards. For the year ended December 31, 2017,2021, each Named Executive Officer was granted awards under our 20112018 Equity Incentive Plan based upon their “distinguished”“consistently exceeded” individual performance ratings.ratings, which were the latest ratings available at the time of grant in May of 2021.
During the year ended December 31, 2017,2021, under the 20112018 Equity Incentive Plan, the Compensation Committee granted stock options and shares of restricted stock to employees, with different amounts given for different levels of responsibility within our organization and different performance ratings, based upon the employee’s most recent performance review. However, the amounts of stock options and shares of restricted stock that could be received were not determined prior to the beginning of the applicable performance evaluation period. The Chief Executive OfficerMr. Seiffert was awarded 24,000 stock options and 11,25013,250 restricted shares as a result of a “distinguished”“consistently exceeded” performance rating. Similarly, Mr. Harvey, Mr. Golding, Mr. Reitzes and Mr. FisherTorchio were each awarded 15,470 stock options and 7,250 restricted shares as a result of “distinguished”“consistently exceeded” performance ratings. Mr. Smelko
As a condition to receiving an annual performance-based equity incentive award, our Named Executive Officers agree that any award is subject to recovery by us if the executive’s actions during that fiscal year that resulted in payment of the award are deemed by the Board of Directors to be illegal, unsafe or unsound or resulted in an elevated risk profile beyond the tolerances established by the Board of Directors.
The Board of Directors has adopted stock ownership guidelines for our Named Executive Officers and Mr. Bickerton wereBoard of Directors. Under these guidelines, the Chief Executive Officer must maintain a minimum beneficial ownership level worth three times his annual base salary in Northwest Bancshares, Inc. common stock and each awarded 12,480of the other Named Executive Officers must maintain a beneficial ownership level of one times their annual base salary. In addition, each Director must maintain a minimum level of five times his or her annual board cash retainer. The applicable ownership levels must be achieved within five years after a Named Executive Officer or Director first becomes subject to these guidelines.
Assuming shareholder approval of the 2022 Equity Incentive Plan, for which we are seeking approval of this annual meeting, the Compensation Committee intends to grant long-term incentive compensation that will be balanced between retention and forward-looking performance incentives. The Committee intends to grant awards to senior executives that use a combination of restricted stock optionsunits and 5,850 restricted shares as a result of “distinguished” performance ratings.share units. The Compensation Committee wouldbelieves that this combination coupled with meaningful stock ownership requirements will ensure that executives are focused on shareholder value and the long-term success of the Company. Going forward, grants are anticipated to consist of two components, weighted as follows:
50% of an executive’s target long-term incentive value will be awarded as restricted stock units vesting in one-third increments on each of the first, second and third anniversaries of the date of the grant; and
50% of the executive’s target long-term incentive value will be awarded as performance share units which will have granteda three year cliff vesting schedule.
The number of shares and units will be calculated using the per share closing price of the Company’s common stock on the grant date approved by the Board. Executives may earn the performance share unit portion of their awards by achieving certain metrics as established by the Compensation Committee over a three-year performance period.
In addition, in the case of performance share units, each award is subject to clawback by the Named Executive Officers 50% fewer awards for a “commendable” rating and no awards had any of these individuals received lower performance ratings.Company as may be required by applicable law, SEC or NASDAQ rule or regulation or the Company’s clawback policy.
Employment Agreements/Change in Control Agreements.We have entered into employment agreements with Named Executive Officers Wagner,Seiffert, Harvey, Golding, Reitzes and Fisher and change in control agreements with certain executive officers, including Named Executive Officers Smelko and Bickerton.Torchio. These agreements are designed to give us the ability to retain the services of the designated executives while reducing, to the extent possible, unnecessary disruptions to our operations. The employment agreements are for atwo-year period and the Change in Control Agreements are for aone-yearperiod. TheRenewable agreements are reviewed for renewal annually by the Compensation Committee and provide for salary and bonus payments as well as additional post-employment benefits, primarily medical and dental benefits, under certain conditions, as defineddiscussed in the agreements. The agreements were negotiated directly with and recommended for approval by, the Compensation Committee. The Compensation Committee believes such agreements are common and necessary to retain executive talent. For a discussion of these agreements and the payments that would be received by the Named Executive Officers under certain scenarios with respect to these agreements, see “Employment Agreements/Change in Control Agreements” and “Potential Payments to Named Executive Officers.”Officers”.
Retirement Plans.Substantially all of our employees, hired prior to August 1, 2020, including our Named Executive Officers are eligible to participate in ourtax-qualified defined benefit plan, which is intended to provide an annuala monthly retirement benefit. See “Defined Benefit Plan.”Plan”. We have also adopted anon-qualified supplemental executive retirement plan for the benefit of thosecertain individuals whose benefits under the defined benefit plan are limited by restrictions contained in the Internal Revenue Code. See “—Supplemental Executive Retirement Plan.”Plan”. All of our employees who have attained age 21 are also eligible to participate inmake elective deferrals to our 401(k) plan. However, one year of service andin which an employee performs a 1,000 hour eligibility requirementhours of service must be met before becoming eligible for the company match, which is made in Northwest Bancshares, Inc. stock. However, employees may subsequently diversify employer contributed matching funds in other investment options.match. We provide matching contributions equal to 100% of an eligible employee’s (an employee with one year of continuous service) 401(k) plan contributions,elective deferrals up to 4% of the employee’s eligible, biweekly compensation.
Tax and Accounting Implications.In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and on an annual basis to ensure that we understand the financial impact of the program. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences. To preserve maximum flexibility in the design and implementation of our compensation program, we have not adopted a formal policy that requires all compensation to be tax deductible. However, to the greatest extent possible, it is our intent to structure our compensation programs in a tax efficient manner.
Review of Risk Related to Compensation Policies and Procedures.The Compensation Committee of the Board of Directors is responsible for the oversight of employee compensation policies and procedures, including the determination of whether any material risk is imposed on Northwest Bancshares, Inc. from the annual cash incentive plan, long-term stock-based compensation plan and/or employment or change in control agreements. After reviewing the compensation policies and procedures, including the determination of whether any incentive/variable compensation programs encourage excessive risk taking by employees, the Compensation Committee has concluded such plans do not pose material risk to Northwest Bancshares, Inc.
Say-on-Pay.In accordance with the rules of the Securities and Exchange Commission, at our 20172021 Annual Meeting of Stockholders, we received the following votes with respect to the compensation of our Named Executive
Officers: (i) an advisory,non-binding vote to approve the compensation of our Named Executive Officers as described in the proxy statement (commonly referred to as a“Say-on-Pay Vote”), which vote received an overwhelming majorityover 80% of the votes cast in favor of the proposal; and (ii), an advisory,non-binding vote on the frequency of theSay-on-Pay Vote in the future (the “Frequency Vote”). At our 2017 Annual Meeting of Stockholders, our stockholders recommended that we hold aSay-on-Pay Vote on an annual basis. OurCompensation Committee considered the recommendation of the stockholders at our 2017previous Annual Meeting of Stockholders in reviewing executive compensation and in determining the frequency of futureSay-on-Pay Votes, and has determined to include theSay-on-Pay Vote in our proxy materials for each annual meeting of stockholders until the next Frequency Vote, which will occur no later than our 2023 Annual Meeting of Stockholders.
No Pledging or Hedging Company Securities.We have adopted a policy that prohibits our insiders from (1) pledging Northwest Bancshares, Inc. stock as collateral against a loan or line of credit or holding Northwest Bancshares, Inc. stock in a margin account; and (2) conducting any hedging activities (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to offset any decrease in the market value with respect to Northwest Bancshares, Inc. stock.
CEO Pay Ratio.As mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the annual total compensation for both the median employee and chief executive officer (the “CEO”) and the median employee along with the ratio of the median employee’sCEO’s annual total compensation to the CEO’smedian employee’s annual total compensation.
We identified the median employee by: (i) obtaining a listing of all employees including active full-time, part-time, seasonal, and temporary employees excluding our CEO, WilliamRonald J. Wagner,Seiffert, as of December 31, 2017,2020, and (ii) ranking the employees by hourly wagesall taxable earnings as of December 31, 2017.2020. As there were no significant changes in our employee population and median employee pay during 2021, we elected to utilize the same median employee identified at December 31, 2020 but updated the median employee’s compensation as of December 31, 2021.
Total compensation for this median employee was determined in the same manner as the “Total Compensation” shown for our CEO in the Summary Compensation Table on page 23.Table. There were nocost-of-living adjustments, full-time equivalent adjustments, or annualization in the calculation of these amounts.
In determining the median employee, we included approximately 300275 employees who work less than 1,000 hours per year and do not receive the complete line of benefits offered to full-time employees.
Annual Total Compensation of Median Employee | $ | 44,980 | $ | 41,624 | ||||
Annual Total Compensation of Mr. Wagner, CEO | $ | 1,718,173 | ||||||
Annual Total Compensation of Mr. Seiffert, CEO | 1,688,530 | |||||||
Ratio of CEO to Median Employee Compensation | 38:1 | 41:1 | ||||||
The following table sets forth, for the three years ended December 31, 2017,2021, certain information as to the total remuneration we paid to Mr. Wagner,Seiffert, who serves as our Chairman of the Board, President and Chief Executive Officer, Mr. Harvey, who serves as our Senior Executive Vice President and Chief Financial Officer, and our three other most highly compensated executive officers (our “Named Executive Officers”) at December 31, 2017.2021.
Summary Compensation Table | ||||||||||||||||||||||||||||||
Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(2) | Change in pension value and nonqualified deferred compensation earnings ($)(3) | All other compensation ($)(4) | Total ($) | ||||||||||||||||||||||
William J. Wagner Chairman of the Board and Chief Executive Officer | 2017 | 675,639 | 172,182 | 171,450 | 37,200 | 576,159 | 85,543 | 1,718,173 | ||||||||||||||||||||||
| 2016 | 643,950 | 131,198 | 163,238 | 36,480 | 324,829 | 93,408 | 1,393,103 | |||||||||||||||||||||||
| 2015 | 628,175 | 94,209 | 138,488 | 27,360 | 77,009 | 78,592 | 1,043,833 | |||||||||||||||||||||||
William W. Harvey, Jr. Sr. Executive Vice President, Chief Financial Officer | 2017 | 383,400 | 98,140 | 110,490 | 23,979 | 146,780 | 37,401 | 800,190 | ||||||||||||||||||||||
| 2016 | 363,225 | 73,961 | 105,198 | 23,514 | 84,608 | 50,801 | 701,307 | |||||||||||||||||||||||
| 2015 | 341,894 | 52,495 | 89,248 | 17,636 | — | 37,055 | 538,328 | |||||||||||||||||||||||
Steven G. Fisher Sr. Executive Vice President, Chief Revenue Officer | 2017 | 383,400 | 98,140 | 110,490 | 23,979 | 216,232 | 44,346 | 876,587 | ||||||||||||||||||||||
| 2016 | 363,225 | 73,961 | 105,198 | 23,514 | 138,165 | 57,221 | 761,284 | |||||||||||||||||||||||
| 2015 | 341,894 | 52,495 | 89,248 | 17,636 | 16,601 | 43,001 | 560,875 | |||||||||||||||||||||||
Michael G. Smelko Executive Vice President, Chief Credit Officer | 2017 | 255,124 | 66,756 | 89,154 | 19,344 | 82,178 | 33,235 | 545,791 | ||||||||||||||||||||||
| 2016 | 226,775 | 47,439 | 84,884 | 18,970 | 47,140 | 42,418 | 467,626 | |||||||||||||||||||||||
| 2015 | 208,336 | 31,717 | 72,014 | 14,227 | — | 30,260 | 356,554 | |||||||||||||||||||||||
| Michael W. Bickerton Executive Vice President, Commercial Lending | 2017 | 273,005 | 63,990 | 89,154 | 19,344 | 32,343 | 20,866 | 498,702 | ||||||||||||||||||||||
| 2016 | 262,363 | 95,347 | 42,514 | 9,485 | 25,026 | 17,048 | 451,783 | |||||||||||||||||||||||
Summary compensation table | ||||||||||||||||||||||||||||||||
Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(2) | Change in pension value and nonqualified deferred compensation earnings ($)(3) | All other compensation ($)(4) | Total ($) | ||||||||||||||||||||||||
Ronald J. Seiffert Chairman of the Board, President and Chief Executive Officer | 2021 | 805,275 | 511,064 | 181,260 | 15,360 | 137,564 | 38,007 | 1,688,530 | ||||||||||||||||||||||||
| 2020 | 775,077 | 486,467 | 109,238 | 3,120 | 145,802 | 38,592 | 1,558,296 | |||||||||||||||||||||||||
| 2019 | 726,942 | 169,173 | 194,288 | 27,360 | 115,717 | 48,984 | 1,282,464 | |||||||||||||||||||||||||
William W. Harvey, Jr. Senior Executive Vice President, Chief Financial Officer | 2021 | 484,392 | 224,420 | 99,180 | 9,901 | 4,877 | 42,102 | 864,872 | ||||||||||||||||||||||||
| 2020 | 468,408 | 219,274 | 70,398 | 2,011 | 281,513 | 39,329 | 1,080,933 | |||||||||||||||||||||||||
| 2019 | 441,855 | 114,093 | 125,208 | 17,636 | 350,972 | 39,698 | 1,089,462 | |||||||||||||||||||||||||
John J. Golding Senior Executive Vice President, Consumer and Business Banking | 2021 | 357,673 | 136,884 | 99,180 | 9,901 | 43,065 | 27,918 | 674,621 | ||||||||||||||||||||||||
| 2020 | 336,538 | 132,327 | 70,398 | 2,011 | 61,423 | 25,625 | 628,322 | |||||||||||||||||||||||||
| 2019 | 296,216 | 71,138 | 101,030 | 14,227 | 47,234 | 24,376 | 554,221 | |||||||||||||||||||||||||
Mark T. Reitzes Senior Executive Vice President, Commercial Banking | 2021 | 357,673 | 118,930 | 99,180 | 9,901 | 52,081 | 21,282 | 659,047 | ||||||||||||||||||||||||
| 2020 | 339,231 | 122,285 | 35,199 | 1,006 | 50,588 | 8,130 | 556,439 | |||||||||||||||||||||||||
| 2019 | 119,231 | 43,385 | — | — | — | — | 162,616 | |||||||||||||||||||||||||
Louis J. Torchio Senior Executive Vice President, Retail Lending | 2021 | 375,577 | 142,023 | 99,180 | 9,901 | 49,605 | 46,278 | 722,564 | ||||||||||||||||||||||||
| 2020 | 336,538 | 167,596 | 70,398 | 2,011 | 54,754 | 23,126 | 654,423 | |||||||||||||||||||||||||
| 2019 | 295,192 | 65,904 | 101,030 | 14,227 | 41,478 | 21,737 | 539,568 | |||||||||||||||||||||||||
(footnotes on following page)
(footnotes from previous page)
| (1) | Reflects the aggregate grant date fair value of restricted stock awards granted during the applicable year. The assumptions used in the valuation of these awards are included in Notes |
| (2) | Reflects the aggregate grant date fair value of option awards granted during the applicable year. The value is the amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in the valuation of these awards are included in Notes |
| (3) | The change in pension value includes both the value of the benefit earned by the executive during the year as well as the financial impact of discount rate changes on the prior service benefits earned under the |
| (4) | The compensation represented by the amounts for |
Name | Company Contributions to Qualified Defined Contribution Plan ($)(a) | Company Paid Life Insurance Premiums ($)(b) | Unvested Restricted Stock Dividends ($)(c) | Total All Other Compensation ($) | ||||||||||||
William J. Wagner | 10,800 | 36,903 | 37,840 | 85,543 | ||||||||||||
William W. Harvey, Jr. | 10,800 | 3,241 | 23,360 | 37,401 | ||||||||||||
Steven G. Fisher | 10,800 | 10,186 | 23,360 | 44,346 | ||||||||||||
Michael G. Smelko | 10,205 | 3,353 | 19,677 | 33,235 | ||||||||||||
Michael W. Bickerton | 10,800 | 6,787 | 3,279 | 20,866 | ||||||||||||
Name | Company contributions to qualified defined contribution plan ($)(a) | Company- paid life insurance premiums ($)(b) | Unvested restricted stock dividends ($)(c) | Social clubs ($) | Total all other compensation ($) | |||||||||||||||
Ronald J. Seiffert | 11,600 | 5,148 | 21,259 | — | 38,007 | |||||||||||||||
William W. Harvey, Jr. | 11,600 | 4,357 | 23,395 | 2,750 | 42,102 | |||||||||||||||
John J. Golding | 11,600 | 3,354 | 12,964 | — | 27,918 | |||||||||||||||
Mark T. Reitzes | 11,600 | 5,148 | 4,534 | — | 21,282 | |||||||||||||||
Louis J. Torchio | 11,600 | 3,354 | 10,871 | 20,453 | 46,278 | |||||||||||||||
| (a) | Reflects contributions to our tax qualified plan. Northwest Bank makes matching contributions equal to 100% of the employee’s 401(k) contributions, up to 4% of the employee’s eligible compensation limited by IRS restrictions. |
| (b) | Reflects excess premiums and/or payments for life insurance reported as taxable compensation on the Named Executive Officer’sForm W-2. |
| (c) | Reflects dividends on shares of unvested restricted common stock, which are reported as taxable compensation on the Named Executive Officer’sForm W-2. |
Amounts included in the “Stock awards” column for the years ended December 31, 2017, 20162021, 2020 and 20152019 represent grants under our 20112018 Equity Incentive Plan. Amounts related to stock awards and option awards are reported in the table above pursuant to applicable Securities and Exchange Commission regulations that require that we report the full grant-date fair value of grants in the year in which such grants are made. Because grants vest (are earned) at a rate ofbetween 10% and 20% per year depending on the year of grant, the amounts actually vested and recognized as income onForm W-2 for stock awards granted during the applicable year for Messrs, Wagner,Messrs. Seiffert, Harvey, Fisher, SmelkoGolding, Reitzes and BickertonTorchio were $17,145, $11,049, $11,049, $8,915$36,252, $19,836, $19,836, $19,836 and $8,915,$19,836, respectively, for the year ended December 31, 2017, $16,324, $10,520, $10,520, $8,4882021, $16,390, $10,564, $10,564, $5,311 and $4,251,$10,564, respectively, for the year ended December 31, 20162020 and $13,849, $8,925, $8,925, $7,201$27,770, $17,961, $14,507, $0 and $0,$14,507, respectively, for the year ended December 31, 2015.2019. Amounts included in the “Option awards” column represent grants under our stock option plans. Stock option grants are not treated as taxable income in the year of grant, so for the years ended December 31, 2017, 20162021, 2020 and 2015,2019, the economic value of compensation related to the award of stock options as reported to the Internal Revenue Service onForm W-2 for income tax purposes was $0.
Amounts listed above in the “Salary” column are paid pursuant to employment agreements or change in control agreements with the Named Executive Officers. See “Employment Agreements/Change in Control Agreements.”Agreements”. A portion of the amounts listed in the “Bonus” column reflect a discretionary holiday bonus approved by the Compensation Committee and distributed to substantially all employees calculated on a five-year vesting schedule.employees. Distribution ranges vary from 0% to 5% of base pay dependent upon tenure with us. Due to their years of service, Messrs. Wagner,Seiffert, Harvey Fisher, and SmelkoGolding received bonusesa bonus equal to 5% of base pay, Mr. Torchio received 4% of base pay and Mr. BickertonReitzes received 2%a bonus equal to 3% of base pay for the year ended December 31, 2017.2021. Amounts listed in the “Bonus” column also reflect discretionary bonuses paid by the Compensation Committee under the Management BonusAnnual Performance Award Plan.See “Compensation Discussion and Analysis—Annual Cash Incentive.”Incentive”. Amounts listed in the “Change in pension value and nonqualified deferred compensation earnings” column reflect the aggregateyear-to-year change in the actuarial present value of the Named Executive Officer’s accrued pension benefit under all qualified andnon-qualified defined benefit plans based on the assumptions used for FASB
ASC 715 at each measurement date. As such, the change reflects changes in value due to an increase or decrease in the FASB ASC 715 discount rate, changes in the mortality table, and changes due to the accrual of plan benefits.
There were no nonqualified deferred compensation earnings required to be reported because no employee deferred compensation plans existed during the earnings, if any, were not “above market” as defined in Securities and Exchange Commission regulations.year ended December 31, 2021.
Plan-Based Awards.The following table sets forth for the year ended December 31, 20172021 certain information as to grants of plan-based awards for the Named Executive Officers.
Grants of Plan-Based Awards for the Year Ended December 31, 2017 | ||||||||||||||||||||||||||||||||||||
| Estimated future payouts under equity-incentive plan awards | All other stock awards: number of shares or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||||||||
Name | Grant date | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||
William J. Wagner | May 17, 2017 | 12,000 | 24,000 | 24,000 | — | 24,000 | 15.57 | 15.24 | 37,200 | |||||||||||||||||||||||||||
| May 17, 2017 | 5,625 | 11,250 | 11,250 | 11,250 | — | — | 15.24 | 171,450 | ||||||||||||||||||||||||||||
William W. Harvey, Jr. | May 17, 2017 | 7,735 | 15,470 | 15,470 | — | 15,470 | 15.57 | 15.24 | 23,979 | |||||||||||||||||||||||||||
| May 17, 2017 | 3,625 | 7,250 | 7,250 | 7,250 | — | — | 15.24 | 110,490 | ||||||||||||||||||||||||||||
Steven G. Fisher | May 17, 2017 | 7,735 | 15,470 | 15,470 | — | 15,470 | 15.57 | 15.24 | 23,979 | |||||||||||||||||||||||||||
| May 17, 2017 | 3,625 | 7,250 | 7,250 | 7,250 | — | — | 15.24 | 110,490 | ||||||||||||||||||||||||||||
Michael G. Smelko | May 17, 2017 | 6,240 | 12,480 | 12,480 | — | 12,480 | 15.57 | 15.24 | 19,344 | |||||||||||||||||||||||||||
| May 17, 2017 | 2,925 | 5,850 | 5,850 | 5,850 | — | — | 15.24 | 89,154 | ||||||||||||||||||||||||||||
Michael W. Bickerton | May 17, 2017 | 6,240 | 12,480 | 12,480 | — | 12,480 | 15.57 | 15.24 | 19,344 | |||||||||||||||||||||||||||
| May 17, 2017 | 2,925 | 5,850 | 5,850 | 5,850 | — | — | 15.24 | 89,154 | ||||||||||||||||||||||||||||
Grants of plan-based awards for the year ended December 31, 2021 | ||||||||||||||||||||||||||||||||
| Estimated future payouts under equity-incentive plan awards | All other stock awards: number of shares or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($) | ||||||||||||||||||||||||||||
Name | Grant date | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||
Ronald J. Seiffert | May 25, 2021 | 14,400 | 20,400 | 24,000 | — | 24,000 | 13.68 | 15,360 | ||||||||||||||||||||||||
| May 25, 2021 | 6,750 | 9,560 | 11,250 | 13,250 | (1) | — | — | 181,260 | ||||||||||||||||||||||||
William W. Harvey, Jr. | May 25, 2021 | 9,280 | 13,150 | 15,470 | — | 15,470 | 13.68 | 9,901 | ||||||||||||||||||||||||
| May 25, 2021 | 4,350 | 6,160 | 7,250 | 7,250 | — | — | 99,180 | |||||||||||||||||||||||||
John J. Golding | May 25, 2021 | 9,280 | 13,150 | 15,470 | — | 15,470 | 13.68 | 9,901 | ||||||||||||||||||||||||
| May 25, 2021 | 4,350 | 6,160 | 7,250 | 7,250 | — | — | 99,180 | |||||||||||||||||||||||||
Mark T. Reitzes | May 25, 2021 | 9,280 | 13,150 | 15,470 | — | 15,470 | 13.68 | 9,901 | ||||||||||||||||||||||||
| May 25, 2021 | 4,350 | 6,160 | 7,250 | 7,250 | — | — | 99,180 | |||||||||||||||||||||||||
Louis J. Torchio | May 25, 2021 | 9,280 | 13,150 | 15,470 | — | 15,470 | 13.68 | 9,901 | ||||||||||||||||||||||||
| May 25, 2021 | 4,350 | 6,160 | 7,250 | 7,250 | — | — | 99,180 | |||||||||||||||||||||||||
| (1) | The Compensation Committee granted Mr. Seiffert, on a discretionary basis, an additional 2,000 shares above the established maximum. |
During the year ended December 31, 2017,2021, stock options and shares of restricted stock were awarded under our 20112018 Equity Incentive Plan. Stock options and shares of restricted stock that are subject to time-based vesting are listed in the columns entitled “All other option awards; number of securities and underlying options” and “All other stock awards; number of shares or units.”units”. Awards listed under “Estimated future payouts under equity incentive plan awards” represent the amount of stock options (the first line for each Named Executive Officer) and shares of restricted stock (the second line for each Named Executive Officer) that can be earned as described in “Compensation Discussion and Analysis—Long-Term Stock-Based Compensation.”Compensation”. Each award vests over tenfive years beginning with the date of grant. Vesting is accelerated in the event of involuntary termination following a change in control of Northwest Bank or Northwest Bancshares, Inc. and in the event of the recipient’s death, disability or normal retirement (generally, the attainment of age 65). The exercise price of stock options is the closing price of our shares of common stock on the day before the date of grant. For a further discussion of grants made for the year ended December 31, 2017,2021, see “Compensation Discussion and Analysis—Long-Term Stock-Based Compensation.”Compensation”.
Outstanding Equity Awards at Year End. The following table sets forth information with respect to outstanding equity awards as of December 31, 20172021 for the Named Executive Officers. Information has been adjusted to reflect the2.25-for-one stock split in connection with Northwest Bancorp, MHC’smutual-to-stock conversion, which occurred in December 2009.
Outstanding Equity Awards at December 31, 2017 | ||||||||||||||||||||||||||||||||||||
| Option awards | Stock awards | |||||||||||||||||||||||||||||||||||
Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | |||||||||||||||||||||||||||
William J. Wagner | 21,374 | — | — | 9.79 | 11/19/18 | 58,875 | 984,979 | — | — | |||||||||||||||||||||||||||
| 21,374 | — | — | 7.48 | 02/18/19 | ||||||||||||||||||||||||||||||||
| 19,000 | — | — | 11.49 | 01/20/20 | ||||||||||||||||||||||||||||||||
| 16,286 | 2,714 | (1) | — | 12.12 | 01/19/21 | |||||||||||||||||||||||||||||||
| 70,000 | 30,000 | (2) | — | 12.32 | 05/18/21 | |||||||||||||||||||||||||||||||
| 14,400 | 9,600 | (3) | — | 11.70 | 05/23/22 | |||||||||||||||||||||||||||||||
| 12,000 | 12,000 | (4) | — | 12.44 | 05/15/23 | |||||||||||||||||||||||||||||||
| 9,600 | 14,400 | (5) | — | 13.15 | 05/21/24 | |||||||||||||||||||||||||||||||
| 7,200 | 16,800 | (6) | — | 12.37 | 05/20/25 | |||||||||||||||||||||||||||||||
| 4,800 | 19,200 | (7) | — | 14.15 | 05/18/26 | |||||||||||||||||||||||||||||||
| 2,400 | 21,600 | (8) | — | 15.57 | 05/17/27 | |||||||||||||||||||||||||||||||
William W. Harvey, Jr. | 1,857 | 1,857 | (1) | — | 12.12 | 01/19/21 | 36,525 | 611,063 | — | — | ||||||||||||||||||||||||||
| 12,000 | 18,000 | (2) | — | 12.32 | 05/18/21 | |||||||||||||||||||||||||||||||
| 8,640 | 5,760 | (3) | — | 11.70 | 05/23/22 | |||||||||||||||||||||||||||||||
| 7,200 | 7,200 | (4) | — | 12.44 | 05/15/23 | |||||||||||||||||||||||||||||||
| 5,760 | 8,640 | (5) | — | 13.15 | 05/21/24 | |||||||||||||||||||||||||||||||
| 4,641 | 10,829 | (6) | — | 12.37 | 05/20/25 | |||||||||||||||||||||||||||||||
| 3,094 | 12,376 | (7) | — | 14.15 | 05/18/26 | |||||||||||||||||||||||||||||||
| 1,547 | 13,923 | (8) | — | 15.57 | 05/17/27 | |||||||||||||||||||||||||||||||
Steven G. Fisher | 13,000 | — | — | 11.49 | 01/20/20 | 36,525 | 611,063 | — | — | |||||||||||||||||||||||||||
| 11,143 | 1,857 | (1) | — | 12.12 | 01/19/21 | |||||||||||||||||||||||||||||||
| 42,000 | 18,000 | (2) | — | 12.32 | 05/18/21 | |||||||||||||||||||||||||||||||
| 8,640 | 5,760 | (3) | — | 11.70 | 05/23/22 | |||||||||||||||||||||||||||||||
| 7,200 | 7,200 | (4) | — | 12.44 | 05/15/23 | |||||||||||||||||||||||||||||||
| 5,760 | 8,640 | (5) | — | 13.15 | 05/21/24 | |||||||||||||||||||||||||||||||
| 4,641 | 10,829 | (6) | — | 12.37 | 05/20/25 | |||||||||||||||||||||||||||||||
| 3,094 | 12,376 | (7) | — | 14.15 | 05/18/26 | |||||||||||||||||||||||||||||||
| 1,547 | 13,923 | (8) | — | 15.57 | 05/17/27 | |||||||||||||||||||||||||||||||
(footnotes begin on following page)
Outstanding Equity Awards at December 31, 2017 Name Michael G. Smelko Michael W. Bickerton Outstanding equity awards at December 31, 2021 Name Ronald J. Seiffert William W. Harvey, Jr. John J. Golding Mark T. Reitzes Louis J. Torchio Option awards Stock awards Number of
securities
underlying
unexercised
options (#)
exercisable Number of
securities
underlying
unexercised
options (#)
unexercisable Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options (#) Option
exercise
price
($) Option
expiration
date Number
of
shares
or units
of stock
that
have
not
vested
(#) Market
value of
shares or
units of
stock
that have
not
vested
($) Equity
incentive
plan
awards:
number
of
unearned
shares,
units or
other
rights
that have
not
vested
(#) Equity
incentive
plan
awards:
market
or
payout
value of
unearned
shares,
units or
other
rights
that have
not
vested
($) 13,000 — — 11.49 01/20/20 30,615 512,189 — — 11,143 1,857 (1) — 12.12 01/19/21 36,400 15,600 (2) — 12.32 05/18/21 7,488 4,992 (3) — 11.70 05/23/22 6,240 6,240 (4) — 12.44 05/15/23 4,992 7,488 (5) — 13.15 05/21/24 3,744 8,736 (6) — 12.37 05/20/25 2,496 9,984 (7) — 14.15 05/18/26 1,248 11,232 (8) — 15.57 05/17/27 1,248 4,992 (7) — 14.15 05/18/26 7,609 127,299 — — 1,248 11,232 (8) — 15.57 05/17/27 Option awards Stock awards Number of
securities
underlying
unexercised
options (#)
exercisable Number of
securities
underlying
unexercised
options (#)
unexercisable Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options (#) Option
exercise
price
($) Option
expiration
date Number
of
shares
or units
of stock
that
have
not
vested
(#) Market
value of
shares or
units of
stock
that have
not
vested
($) Equity
incentive
plan
awards:
number
of
unearned
shares,
units or
other
rights
that have
not
vested
(#) Equity
incentive
plan
awards:
market
or
payout
value of
unearned
shares,
units or
other
rights
that have
not
vested
($) 13,716 10,284 (6) — 16.59 5/14/2028 29,724 420,892 — — 10,288 19,306 (7) — 17.27 5/22/2029 7,200 31,200 (8) — 9.71 5/20/2030 4,800 28,800 (9) — 13.68 5/25/2031 — 1,440 (1) — 12.44 5/15/2023 28,845 408,445 — — — 2,880 (2) — 13.15 5/21/2024 10,829 4,641 (3) — 12.37 5/20/2025 9,282 6,188 (4) — 14.15 5/18/2026 7,735 7,735 (5) — 15.57 5/17/2027 8,840 6,630 (6) — 16.59 5/14/2028 6,634 8,836 (7) — 17.27 5/22/2029 4,645 10,825 (8) — 9.71 5/20/2030 3,094 12,376 (9) — 13.68 5/25/2031 2,305 2,305 (5) �� — 15.57 5/17/2027 17,805 252,119 — — 7,134 5,346 (6) — 16.59 5/14/2028 5,352 7,128 (7) — 17.27 5/22/2029 4,645 10,825 (8) — 9.71 5/20/2030 3,094 12,376 (9) — 13.68 5/25/2031 2,325 5,410 (8) — 9.71 5/20/2030 8,335 118,024 — — 3,094 12,376 (9) — 13.68 5/25/2031 3,567 2,673 (6) — 16.59 5/14/2028 15,469 219,041 — — 5,352 7,128 (7) — 17.27 5/22/2029 4,645 10,825 (8) — 9.71 5/20/2030 3,094 12,376 (9) — 13.68 5/25/2031
| (1) | Remaining unexercisable options will vest equally on |
| (2) | Remaining unexercisable options will vest equally on May 21, 2022 and 2023. |
| (3) | Remaining unexercisable options will vest equally on May 20, 2022, 2023 and 2024. |
| (4) | Remaining unexercisable options will vest equally on May 18, |
Remaining unexercisable options will vest equally on May |
Remaining unexercisable options will vest equally on May |
Remaining unexercisable options will vest equally on May |
Remaining unexercisable options will vest equally on May 20, |
Remaining unexercisable options will vest equally on May |
Option Exercises and Stock Vested. ExercisesandStockVested.The following table sets forth information with respect to option exercises and stock that vested during the year ended December 31, 20172021 for the Named Executive Officers.
Option Exercises and Stock Vested for the Year Ended December 31, 2017 | ||||||||||||||||
| Option awards | Stock awards | |||||||||||||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) (1) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | ||||||||||||
William J. Wagner | — | — | 11,750 | 180,829 | ||||||||||||
William W. Harvey, Jr. | 31,857 | 178,332 | 7,200 | 110,796 | ||||||||||||
Steven G. Fisher | — | — | 7,200 | 110,796 | ||||||||||||
Michael G. Smelko | — | — | 6,110 | 94,031 | ||||||||||||
Michael W. Bickerton | — | — | 878 | 13,415 | ||||||||||||
Option exercises and stock vested for the year ended December 31, 2021 | ||||||||||||||||
| Option awards | Stock awards | |||||||||||||||
Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | ||||||||||||
Ronald J. Seiffert | — | — | 7,551 | 106,021 | ||||||||||||
William W. Harvey, Jr. | 58,880 | 95,688 | 8,807 | 124,718 | ||||||||||||
John J. Golding | — | — | 4,424 | 62,204 | ||||||||||||
Mark T. Reitzes | — | — | 1,993 | 27,536 | ||||||||||||
Louis J. Torchio | — | — | 3,790 | 53,142 | ||||||||||||
Pension Benefits.The following table sets forth information with respect to pension benefits at and for the year ended December 31, 20172021 for the Named Executive Officers. See “—Defined Benefit Plan” and “—Supplemental Executive Retirement Plan” for a discussion of the plans referenced in this table.
Pension Benefits at and for the Year Ended December 31, 2017 | ||||||||||||||
Name | Plan name | Number of years credited service (#) | Present value of accumulated benefit ($) | Payments during last fiscal year ($) | ||||||||||
William J. Wagner | Northwest Bank Pension Plan | 34 | 1,901,276 | — | ||||||||||
Northwest Savings BankNon-Qualified Supplemental Retirement Plan | 34 | 2,413,474 | — | |||||||||||
William W. Harvey, Jr. | Northwest Bank Pension Plan | 22 | 778,160 | — | ||||||||||
Northwest Savings BankNon-Qualified Supplemental Retirement Plan | 22 | 42,048 | — | |||||||||||
Steven G. Fisher | Northwest Bank Pension Plan | 34 | 1,603,095 | — | ||||||||||
Northwest Savings BankNon-Qualified Supplemental Retirement Plan | 34 | 67,317 | — | |||||||||||
Michael G. Smelko | Northwest Bank Pension Plan | 20 | 432,388 | — | ||||||||||
Michael W. Bickerton | Northwest Bank Pension Plan | 2 | 57,369 | — | ||||||||||
Nonqualified Deferred Compensation.The following table sets forth information with respect to defined contribution and other nonqualified deferred compensation plans at and for the year ended December 31, 2017 for Mr. Wagner, who is the only Named Executive Officer who elected to participate in this plan.
Nonqualified Deferred Compensation at and for the Year Ended December 31, 2017 | ||||||||||||||||||||
Name | Executive contributions in last fiscal year ($) | Registrant contributions in last fiscal year ($) | Aggregate earnings in last fiscal year ($) | Aggregate withdrawals/ distributions ($) | Aggregate balance at last fiscal year end ($) | |||||||||||||||
William J. Wagner | — | — | 170 | (1) | — | 19,872 | (1) | |||||||||||||
Effective December 31, 2005, we suspended the Northwest Savings Bank and Affiliates Upper Managers’ Bonus Deferred Compensation Plan. Under this plan, certain employees of Northwest Bank were eligible to defer all or part of their annual management incentive bonus. Interest is credited to a participant’s deferred compensation account at the annual earnings rate paid on Northwest Bank’s five-year certificates of deposit, calculated as of the end of the preceding fiscal year. The interest rate paid for 2017 was 0.75%. Under this plan, participants could elect to receive either alump-sum payment or approximately equal monthly installments over a period of up to 10 years, with payment
commencing upon the earlier of specified events selected by the participant, including retirement, voluntary resignation, involuntary termination, death, disability, reaching a certain age or on a date selected by the participant. Mr. Wagner is the only Named Executive Officer who participates in this plan.
Employment Agreements/Change in Control Agreements
Northwest Bancshares, Inc. and Northwest Bank are parties to atwo-year employment agreement with each of Messrs. Wagner, Seiffert, Harvey and Fisher. On each anniversary date the contracts may be renewed for an additional year, and a contract that is not renewed expires twelve months following the anniversary date. Under the agreements, the base salaries of Messrs. Wagner, Seiffert, Harvey and Fisher of $691,800, $500,000, $394,850 and $394,850, respectively, are reviewed annually and may be increased but not decreased. In the event Northwest Bancshares, Inc. or Northwest Bank terminates their employment for reasons other than for “just cause” (as defined in the agreement), or if they resign due to “good reason” (as defined in the agreement), with or without a “change in control” (as defined in the agreement), within 30 days after the executive’s termination of employment, Northwest Bancshares, Inc. or Northwest Bank (or any successor) will pay the executive a cash lump sum equal to:
To the extent necessary, in order to avoid penalties under Section 409A of the Internal Revenue Code, the base salary and bonus amount shall be paid in a lump sum on the first day of the seventh month following the date of termination. During the employment term and thereafter, the executive shall be indemnified and covered under a standard directors’ and officers’ liability insurance policy provided by Northwest Bancshares, Inc. or Northwest Bank against all expenses and liabilities reasonably incurred in connection with or arising out of any action in which the executive may have been involved by reason of his having been a director or officer of Northwest Bancshares, Inc. or Northwest Bank, including judgments, court costs, attorneys fees and settlements approved by the Compensation Committee. However, such indemnification does not apply to matters where the executive is adjudged liable for willful misconduct in performing his duties. All payments under any of the agreements will be made by Northwest Bank, but if not timely paid, Northwest Bancshares, Inc. shall make such payments. The agreements are binding on successors to Northwest Bancshares, Inc. and Northwest Bank.
Northwest Bancshares, Inc. and Northwest Bank are parties to aone-year change in control agreement with each of Messrs. Smelko and Bickerton (the “executives”), under which the executives serve as executive officers of Northwest Bancshares, Inc. or Northwest Bank. On each anniversary date a contract may be renewed for an additional year, and if it is not renewed it expires on the anniversary date. Under the agreement, each of the executive’s current base salary is reviewed annually and may be increased but not decreased. As of July 1, 2017, Mr. Smelko’s base salary was $269,975 and Mr. Bickerton’s base salary was $278,875. In the event of a “change of control” (as defined in the agreement), and if, within 24 months after the change in control, the executive either resigns due to “good reason” (as defined in the agreement) or is involuntarily terminated other than for “just cause,” (as defined in the agreement) within 30 days after the executive’s termination of employment, Northwest Bancshares, Inc. or Northwest Bank (or any successor) will pay the executive a cash lump sum equal to sum of three times the executive’s highest rate of base salary and three times their highest rate of cash bonus paid to him during the prior three years. Northwest Bank would also continue the executive’s medical and dental coverage for 36 months from the date of termination, unless the executive obtains similar benefits from his new employer. To the extent necessary in order to avoid penalties under Internal Revenue Code Section 409A, the base salary and bonus amount shall be paid in a lump sum on the first day of the seventh month following the date of termination.
The following provisions apply to all of the agreements. If the executive’s employment is terminated for “just cause”, no further compensation or benefits shall be paid under the agreements and all unvested stock options and unvested restricted stock awarded to the executive, as well as all unexercised stock options, shall be immediately forfeited. Any payments to the executive would be reduced, if necessary, so as not to be an “excess parachute payment” as defined by Internal Revenue Code Section 280G (relating to payments made in connection with a change in control). If the executive becomes disabled (within the meaning of Internal Revenue Code Section 409A), Northwest Bank may
terminate the agreement but will pay the executive his then-current base salary for the longer of the remaining term of the agreement or one year, reduced by the amount of any disability insurance, workers’ compensation or social security benefits paid to the executive. If the executive dies during the term of the agreement, Northwest Bank shall continue to pay his then-current base salary for one year and shall provide medical and dental benefits for the executive’s eligible dependents for three years after the executive’s death, at generally the same level as Northwest Bank was providing such benefits at the time of the executive’s death.
Potential Payments to Named Executive Officers
The following tables show potential payments that would be made to the Named Executive Officers upon specified events, assuming such events occurred on December 31, 2017, pursuant to each individual’s employment or change in control agreement, pursuant to stock benefits that have been granted under our equity incentive plans and pursuant to our policies with respect to health care and other benefits continuation. All of the payments are subject to reduction under Section 280G of the Internal Revenue Code, and the amounts set forth below have not been adjusted for such reductions. For a discussion of additional benefits that would be paid to the Named Executive Officers or their beneficiaries upon various termination scenarios, see “—Defined Benefit Plan,” “—Supplemental Executive Retirement Plan,” and “—Life Insurance Coverage.”
William J. Wagner | ||||||||||||||||||||||||
Type of Benefit | Involuntary Termination or Termination for Good Reason Before Change in Control or Within 24 Months After Change in Control | Voluntary Termination | Termination for Cause | Death | Disability | Retirement | ||||||||||||||||||
Severance pay | $ | 2,075,400 | $ | — | $ | — | $ | 691,800 | $ | 1,547,900 | $ | — | ||||||||||||
Bonus payment | 516,546 | 172,182 | — | 172,182 | 172,182 | 172,182 | ||||||||||||||||||
Stock option vesting acceleration | 443,972 | 12,512 | — | 443,972 | 443,972 | 12,512 | ||||||||||||||||||
Restricted stock vesting acceleration | 984,979 | — | — | 984,979 | 984,979 | — | ||||||||||||||||||
Health care and other benefits continuation | 54,283 | — | — | 20,885 | — | — | ||||||||||||||||||
William W. Harvey, Jr. | ||||||||||||||||||||||||
Type of Benefit | Involuntary Termination or Termination for Good Reason Before Change in Control or Within 24 Months After Change in Control | Voluntary Termination | Termination for Cause | Death | Disability | Retirement | ||||||||||||||||||
Severance pay | $ | 1,184,550 | $ | — | $ | — | $ | 394,850 | $ | 657,050 | $ | — | ||||||||||||
Bonus payment | 294,510 | 98,170 | — | 98,170 | 98,170 | 98,170 | ||||||||||||||||||
Stock option vesting acceleration | 274,028 | — | — | 274,028 | 274,028 | — | ||||||||||||||||||
Restricted stock vesting acceleration | 611,063 | — | — | 611,063 | 611,063 | — | ||||||||||||||||||
Health care and other benefits continuation | 62,560 | — | — | 49,181 | — | — | ||||||||||||||||||
Steven G. Fisher Type of Benefit Severance pay Bonus payment Stock option vesting acceleration Restricted stock vesting acceleration Health care and other benefits continuation Michael G. Smelko Type of Benefit Severance pay Bonus payment Stock option vesting acceleration Restricted stock vesting acceleration Health care and other benefits continuation Michael W. Bickerton Type of Benefit Severance pay Bonus payment Stock option vesting acceleration Restricted stock vesting acceleration Health care and other benefits continuation Pension benefits at and for the year ended December 31, 2021 Name Plan name Ronald J. Seiffert Northwest Bank Pension Plan Northwest Savings Bank Non-Qualified Supplemental Retirement Plan William W. Harvey, Jr. Northwest Bank Pension Plan Northwest Savings Bank Non-Qualified Supplemental Retirement Plan John J. Golding Northwest Bank Pension Plan Northwest Savings Bank Non-Qualified Supplemental Retirement Plan Mark T. Reitzes Northwest Bank Pension Plan Northwest Savings Bank Non-Qualified Supplemental Retirement Plan Louis J. Torchio Northwest Bank Pension Plan Northwest Savings Bank Non-Qualified Supplemental Retirement Plan Involuntary
Termination
or
Termination
for Good
Reason
Before
Change in
Control or
Within 24
Months
After
Change in
Control Voluntary
Termination Termination
for Cause Death Disability Retirement $ 1,184,550 $ — $ — $ 394,850 $ 657,050 $ — 294,510 98,170 — 98,170 98,170 98,170 274,028 8,561 — 274,028 274,028 8,561 611,063 — — 611,063 611,063 — 62,560 — — 49,181 — — Involuntary
Termination
or
Termination
for Good
Reason
Before
Change in
Control or
Within 24
Months
After
Change in
Control Voluntary
Termination Termination
for Cause Death Disability Retirement $ 809,925 $ — $ — $ 269,975 $ 331,966 $ — 200,268 66,756 — 66,756 66,756 66,756 232,920 — — 232,920 232,920 — 512,189 — — 512,189 512,189 — 62,560 — — 49,181 — — Involuntary
Termination
or
Termination
for Good
Reason
Before
Change in
Control or
Within 24
Months
After
Change in
Control Voluntary
Termination Termination
for Cause Death Disability Retirement $ 836,625 $ — $ — $ 278,875 $ 343,981 $ — 191,970 63,990 — 63,990 63,990 63,990 25,980 — — 25,980 25,980 — 127,299 — — 127,299 127,299 — — — — — — — Number
of years
credited
service
(#) Present
value of
accumulated
benefit ($) Payments
during
last fiscal
year ($) 4 184,002 — 4 281,791 — 26 1,264,374 — 26 143,920 — 5 175,299 — 5 15,896 — 3 84,710 — 3 17,953 — 4 151,454 — 4 21,283 —
Northwest Bank maintains the Northwest Bank Pension Plan (Retirement Plan), covering substantially all employees who started prior to August 1, 2020 and who satisfy the eligibility requirements of age 21 and the completion of one year of service. The plan is
noncontributory and funded by the employer. Northwest Bank annually contributes an amount necessary to at least satisfy the actuarially determined minimum funding requirements under Section 430 of the Internal Revenue Code in accordance with the Employee Retirement and Income Security Act of 1974, as amended (“ERISA”). For the Planplan year ended December 31, 2017,2021, there was not a required contribution but the Bank elected to contribute $4.0 million to maintain a well-funded position.
The benefits under the plan are payable on the participants normal retirement date which is age 65 and the completion of five years of service. Benefits are computed using the plan formula, eligible base pay and years of credited service. Upon retirement, benefits are payable as a lifetime annuity and the participant has the option to select from several choices of actuarially equivalent benefits. Early retirement is available as early as age 55 with the completion of five years of service or any time after the completion of 25 years of service but the benefit is reduced on an actuarial basis to account for early payment.
The plan formula for employees hired prior to January 1, 2008, and applicable to their service up through March 31, 2013, was 1.6% of five-year average monthly base pay plus .6%0.6% of average monthly base pay in excess of covered compensation (35 year average of the maximum taxable wage bases) multiplied by credited service up to a maximum of 25 years. The formula also provided an additional benefit equal to 0.6% of five-year average monthly base pay multiplied by credited service between 25 years and 35 years. The benefits computed under this formula were frozen effective March 31, 2013 and a new formula was adopted. Messrs. Wagner, Fisher,Mr. Harvey and Smelko completed servicewas employed prior to March 31, 2013 and earned a portion of theirhis pension benefit under this formula.
For service commencing January 1, 2013, which includes all Named Executive Officers, additional benefits for all participants under the plan will be earned equal to 1% of eligible base pay for each calendar year that a participant completes at least 1,000 hours of service.
Effective August 1, 2020, the Plan was amended to include a soft freeze. The soft freeze will allow those employees in an eligible position that were hired, rehired, or acquired on or before July 31, 2020, to continue to vest and accrue additional benefits for each year they are credited with 1,000 hours or more. Employees that are hired, rehired, acquired, or transfer to an eligible job classification on or after August 1, 2020 are not eligible to participate in the Pension Plan.
The accrued annual pension benefit as of December 31, 20172021 for Messrs. Wagner,Seiffert, Harvey, Fisher, SmelkoGolding, Reitzes and BickertonTorchio were $140,403, $90,222, $134,215, $52,553$11,300, $101,522, $13,146, $5,750 and $5,324,$10,838, respectively. As of December 31, 2017,2021, Messrs. WagnerHarvey and FisherGolding qualified for early retirement under the Retirement Plan. If Messrs. WagnerHarvey and FisherGolding had retired on December 31, 2017,2021 and began receiving benefit payments immediately upon retirement, their annual pension benefit would have been $132,596$52,735 and $97,655,$7,888, respectively.
Supplemental Executive Retirement Plan
Northwest Bank has adopted anon-qualified supplemental executive retirement plan (“SERP”) for certain participants in Northwest Bank’s Retirement Plan whose benefits are limited by Section 415(b) of the Internal Revenue Code (which limits the amount of annual benefits that may be accrued to fund future benefit payments) or Section 401(a)(17) of the Internal Revenue Code (which places a limitation on compensation taken into account fortax-qualified plan purposes; for 2017,2021, that limit was $270,000)$290,000). The SERP provides the designated executives with retirement benefits generally equal to the difference between the benefit that would be available under the Retirement Plan but for the limitations imposed by Internal Revenue Code Sections 401(a)(17) and 415(b) and that which is actually funded under the Retirement Plan as a result of the limitations.
Participants must elect the method of payment. Options for payment include a lump sum, three substantially equal annual installments, or five substantially equal annual installments, starting within 30 days of the earliest of the following events: the participant’s death, disability, retirement or a change in control, provided, however, that if the participant is a specified employee under Section 409A of the Internal Revenue Code, distribution following retirement must be delayed for six months. The SERP is considered an unfunded plan for tax and ERISA purposes. All obligations arising under the SERP are payable from the general assets of Northwest Bank. The benefits paid under the SERP supplement the benefits paid by the Retirement Plan.
The accrued annual pensionSERP benefit as of December 31, 20172021 for Messrs. Wagner,Seiffert, Harvey, Golding, Reitzes and FisherTorchio were $172,345, $4,835$17,305, $11,556, $1,192, $1,219 and $5,477,$1,523 respectively. As of December 31, 20172021, Messrs. WagnerHarvey and FisherGolding qualified for early retirement under the SERP. If Messrs. WagnerHarvey and FisherGolding had retired on December 31, 20172021 and began receiving benefit payments immediately upon retirement, their annual pension benefit would have been $162,762$6,003 and $3,985,$715, respectively.
Northwest Bancshares, Inc. and Northwest Bank are parties to a two-year employment agreement with each of Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio. On each anniversary date, non-fixed term contracts may be renewed for an additional year and a contract that is not renewed expires twelve months following the anniversary date. Under the agreements, the 2021 base salaries of Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio of $811,640, $488,220, $360,500, $360,500 and $385,000 respectively, are reviewed annually and may be increased but not decreased. In the event Northwest Bancshares, Inc. or Northwest Bank terminates their employment for reasons other than for “just cause” (as defined in the agreement), or if they resign due to “good reason” (as defined in the agreement), with or without a “change in control” (as defined in the agreement), within 30 days after the executive’s termination of employment, Northwest Bancshares, Inc. or Northwest Bank (or any successor) will pay the executive a cash lump sum equal to:
| (i) | the sum of three times the highest rate of base salary and three times the highest rate of cash bonus paid during the prior three years, and |
| (ii) | continuation of medical and dental coverage for 36 months from the date of termination, unless they obtain similar benefits from their new employer. |
To the extent necessary, in order to avoid penalties under Section 409A of the Internal Revenue Code, the base salary and bonus amount shall be paid in a lump sum on the first day of the seventh month following the date of termination. During the employment term and thereafter, the executive shall be indemnified and covered under a standard directors’ and officers’ liability insurance policy provided by Northwest Bancshares, Inc. or Northwest Bank against all expenses and liabilities reasonably incurred in connection with or arising out of any action in which the executive may have been involved by reason of his having been a director or officer of Northwest Bancshares, Inc. or Northwest Bank, including judgments, court costs, attorney’s fees and settlements approved by the Compensation Committee. However, such indemnification does not apply to matters where the executive is adjudged liable for willful misconduct in performing his duties. All payments under any of the agreements will be made by Northwest Bank, but if not timely paid, Northwest Bancshares, Inc. shall make such payments. The agreements are binding on successors to Northwest Bancshares, Inc. and Northwest Bank.
The following provisions apply to all of the agreements. If the executive’s employment is terminated for “just cause”, no further compensation or benefits shall be paid under the agreements and all unvested stock options and unvested restricted stock awarded to the executive, as well as all unexercised stock options, shall be immediately forfeited. If the executive becomes disabled (within the meaning of Internal Revenue Code Section 409A), Northwest Bank may terminate the agreement but will pay the executive his then-current base salary for the longer of the remaining term of the agreement or one year, reduced by the amount of any disability insurance, workers’ compensation or social security benefits paid to the executive. If the executive dies during the term of the agreement, Northwest Bank shall continue to pay their then-current base salary for one year and shall provide medical and dental benefits for the executive’s eligible dependents for three years after the executive’s death, at generally the same level as Northwest Bank was providing such benefits at the time of the executive’s death.
Potential Payments to Named Executive Officers
The following tables show potential payments that would be made to the Named Executive Officers upon specified events, assuming such events occurred on December 31, 2021, pursuant to each individual’s employment agreement, pursuant to stock benefits that have been granted under our equity incentive plans and pursuant to our policies with respect to health care and other benefits continuation. For a discussion of additional benefits that would be paid to the Named Executive Officers or their beneficiaries upon various termination scenarios, see “—Defined Benefit Plan,” “—Supplemental Executive Retirement Plan,” and “—Life Insurance Coverage”.
Ronald J. Seiffert | ||||||||||||||||||||||||
Type of benefit | Involuntary termination or termination for good reason before change in control or within 24 months after change in control (1) | Voluntary termination | Termination for cause | Death (2) | Disability (3) | Retirement | ||||||||||||||||||
Severance pay | $ | 2,434,920 | — | — | 811,640 | 1,488,067 | — | |||||||||||||||||
Bonus payment | 1,533,192 | 40,264 | — | 511,064 | 511,064 | 40,264 | ||||||||||||||||||
Stock option vesting acceleration (4) | 75,047 | — | — | 75,047 | 75,047 | — | ||||||||||||||||||
Restricted stock vesting acceleration (4) | 420,892 | — | — | 420,892 | 420,892 | — | ||||||||||||||||||
Health care and other benefits continuation | 24,699 | (5) | — | — | — | 24,699 | — | |||||||||||||||||
William W. Harvey, Jr. | ||||||||||||||||||||||||
Type of benefit | Involuntary termination or termination for good reason before change in control or within 24 months after change in control (1) | Voluntary termination | Termination for cause | Death (2) | Disability (3) | Retirement | ||||||||||||||||||
Severance pay | $ | 1,464,660 | — | — | 488,220 | 895,070 | — | |||||||||||||||||
Bonus payment | 673,260 | 24,220 | — | 224,420 | 224,420 | 24,220 | ||||||||||||||||||
Stock option vesting acceleration (4) | 67,867 | — | — | 67,867 | 67,867 | — | ||||||||||||||||||
Restricted stock vesting acceleration (4) | 408,445 | — | — | 408,041 | 408,041 | — | ||||||||||||||||||
Health care and other benefits continuation | 75,610 | (5) | — | — | 59,044 | 75,610 | — | |||||||||||||||||
John J. Golding | ||||||||||||||||||||||||
Type of benefit | Involuntary termination or termination for good reason before change in control or within 24 months after change in control (1) | Voluntary termination | Termination for cause | Death (2) | Disability (3) | Retirement | ||||||||||||||||||
Severance pay | $ | 1,081,500 | — | — | 360,500 | 660,917 | — | |||||||||||||||||
Bonus payment | 410,652 | 17,884 | — | 136,884 | 136,884 | 17,884 | ||||||||||||||||||
Stock option vesting acceleration (4) | 54,112 | — | — | 54,112 | 54,112 | — | ||||||||||||||||||
Restricted stock vesting acceleration (4) | 252,119 | — | — | 252,119 | 252,119 | — | ||||||||||||||||||
Health care and other benefits continuation | 25,470 | (5) | — | — | — | 25,470 | — | |||||||||||||||||
Mark T. Reitzes Type of benefit Severance pay Bonus payment Stock option vesting acceleration (4) Restricted stock vesting acceleration (4) Health care and other benefits continuation Louis J. Torchio Type of benefit Severance pay Bonus payment Stock option vesting acceleration (4) Restricted stock vesting acceleration (4) Health care and other benefits continuation Involuntary
termination
or
termination
for good
reason
before
change in
control or
within 24
months
after
change in
control (1) Voluntary
termination Termination
for cause Death (2) Disability (3) Retirement $ 1,081,500 — — 360,500 660,917 — 389,190 10,730 — 129,730 129,730 10,730 30,015 — — 30,015 30,015 — 118,024 — — 118,024 118,024 — 73,469 (5) — — 57,776 73,469 — Involuntary
termination
or
termination
for good
reason
before
change in
control or
within 24
months
after
change in
control (1) Voluntary
termination Termination
for cause Death (2) Disability (3) Retirement $ 1,155,000 — — 385,000 705,833 — 564,969 15,023 — 188,323 188,323 15,023 54,112 — — 54,112 54,112 — 219,041 — — 219,041 219,041 — 73,469 (5) — — 57,776 73,469 —
| (1) | The employment agreements provides for the lump-sum payment of three times the highest rate of base salary and three times the highest rate of cash bonus during the prior three years. |
| (2) | Each of the employment agreements provide for a lump sum death benefit equal to one year of base salary. The employment agreements also provide for the continuation of medical and dental benefits to the executive’s eligible dependents for a period of three years after the executive’s death under the same terms immediately prior to termination. |
| (3) | All Named Executive Officers receive their base salary, for the longer of (i) the remaining term of the agreement, or (ii) one year following the termination of their employment due to disability. The employment agreement provides the executive with their base salary in the first year following disability, reduced by any assumed short-term or long-term disability insurance benefits provided under separate insurance plans we maintain. Each Named Executive Officer also receives medical and dental benefits previously provided for a period of up to 36 months under the same terms immediately prior to termination due to disability. |
| (4) | Equity award agreements for all participants, including Named Executive Officers, provide for the acceleration of unvested equity awards in the event of disability, death, and in certain corporate transactions including a Change in Control as defined under the 2018 Equity Incentive Plan. The 2018 Equity Incentive Plan and related forms of equity award agreements have been filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
| (5) | The employment agreements provide for non-taxable medical and dental coverage for 36 months from the date of termination at substantially identical terms to the coverage maintained by the employer for the executive and their eligible dependents prior to termination unless the executive obtains similar benefits from another employer. |
Northwest Bank generally provides group term life insurance to its employees. The amount of eligible life insurance coverage is a multiple of their base salary up to a maximum of $700,000 or flat dollar amount based on their job classification. Mr. Wagner is eligible for a multiple of his base salary, up to a maximum of $3.0 million of coverage. Pay grade level or job classification determines the flat dollar amount or multiple used. The first $50,000 of group term life insurance coverage is anon-taxable benefit each year.
Certain select senior officers participateMr. Harvey participates in a Senior Managers’ Life Insurance Plan.Plan, which was frozen to new entrance prior to January 1, 2000. Under this plan, Mr. Harvey has the option to continue his individual policy into retirement. This plan iswas designed to allow the participantparticipants to waive an equal amount of coverage in the group term life insurance plan in order to purchase a whole life insurance plan using their own funds in conjunction with the amount Northwest Bank would have spent for the individual’shis group term premium expense. The benefit then becomes a split dollar arrangement. The officer’s coverage is provided through two sources: the group term life insurance plan, which has acarve-out provision funded by bank-owned life insurance, and an individual policy owned by the executive. The Senior Managers’ Life Insurance Plan thus gives participantsMr. Harvey a means to obtain post-retirement life insurance that is not available through the group term life plan.
Under Northwest Bank’s life insurance plans, thepre-retirement death benefit amount is determined as a flat dollar amount or a multiple of the employee’s annual base salary rounded up to the next $1,000. Multiples range from 150%200% to 500% based on pay grade levels. The Named Executives Officers are all eligible for the highest multiple of 500% or maximum of $700,000. The group term life insurance plan does not have a post-retirement death benefit provision. Messrs. Wagner, Harvey and Fisher participate in the Senior Managers’ Life Insurance Plan, giving them the option to continue their individual policies into retirement. As of December 31, 2017,2021, thepre-retirement death benefit amounts from the Northwest Bank plan were as follows: $50,000$700,000 for Mr. Wagner;Seiffert; $150,000 for Mr. Harvey; $50,000 for Mr. Fisher; $700,000 for Mr. SmelkoGolding; $700,000 for Mr. Reitzes and $700,000 for Mr. Bickerton.Torchio.
The federal income tax treatment and the annual economic benefit realized by each Named Executive Officer vary depending on the amount of life insurance in the Northwest Bank plan and the Senior Managers’ Life Insurance Plan. The specific arrangement with each Named Executive Officer is discussed below.
The premiums paid by Northwest Bank for the Named Executive Officers for life insurance coverage during 20172021 totaled $54,476$10,594 consisting of the following premiums: $38,745$1,386 for Mr. Wagner; $3,623Seiffert; $5,050 for Mr. Harvey; $9,336 for Mr. Fisher; $1,386 for Mr. SmelkoGolding; $1,386 for Mr. Reitzes and $1,386 for Mr. Bickerton.Torchio. However, the imputed economic benefit for this life insurance coverage during 20172021 was as follows: $36,903$5,148 for Mr. Wagner; $3,241Seiffert; $4,357 for Mr. Harvey; $10,186$3,354 for Mr. Fisher; $3,353Golding; $5,148 for Mr. SmelkoReitzes and $6,787$3,354 for Mr. Bickerton.Torchio. The imputed economic benefit to the Named Executive Officers of the 20172021 premium payments is included in the “All Other Compensation” column of the Summary Compensation Table and is described in a footnote to that column for each Named Executive Officer. The amount of such economic benefit was determined using the amount imputed to the individual under applicable tables published by the Internal Revenue Service multiplied by the aggregate death benefit payable to the individual’s beneficiary.
The following table sets forth for the year ended December 31, 20172021 certain information as to the total remuneration to Northwest Bancshares, Inc.’s directors. Mr. Wagner doesSeiffert did not receive separate compensation for his service as a director.
Director Compensation Table for the Year Ended December 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director compensation table | Director compensation table | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Option awards ($)(2) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($)(3) | All other compensation ($)(4) | Total ($) | Fees earned or paid in cash ($) | Stock awards ($)(1) | Option awards ($)(2) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($)(3) | All other compensation ($)(4) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
Robert M. Campana | 60,700 | 41,148 | (5) | 11,160 | (5) | — | 6,059 | 3,020 | 122,087 | 70,900 | 36,936 | (5) | 4,608 | (5) | — | 6,983 | 8,263 | 127,690 | ||||||||||||||||||||||||||||||||||||||
Deborah J. Chadsey | 59,100 | 41,148 | (6) | 11,160 | (6) | — | 11,148 | 7,582 | 130,138 | 66,700 | 36,936 | (6) | 4,608 | (6) | — | 10,030 | 9,964 | 128,238 | ||||||||||||||||||||||||||||||||||||||
Wilbur R. Davis | 60,875 | 36,936 | (7) | 4,608 | (7) | — | 98,872 | 2,083 | 203,374 | |||||||||||||||||||||||||||||||||||||||||||||||
Timothy B. Fannin | 70,200 | 41,148 | (7) | 11,160 | (7) | — | 9,584 | 6,804 | 138,896 | 79,400 | 36,936 | (8) | 4,608 | (8) | — | 9,162 | 9,889 | 139,995 | ||||||||||||||||||||||||||||||||||||||
Timothy M. Hunter | 64,100 | 41,148 | (8) | 11,160 | (8) | — | 6,482 | 4,316 | 127,206 | 69,700 | 36,936 | (9) | 4,608 | (9) | — | 6,340 | 8,594 | 126,178 | ||||||||||||||||||||||||||||||||||||||
William F. McKnight | 67,400 | 41,148 | (9) | 11,160 | (9) | — | 10,079 | 6,835 | 136,622 | 70,400 | 36,936 | (10) | 4,608 | (10) | — | 9,594 | 10,096 | 131,634 | ||||||||||||||||||||||||||||||||||||||
John P. Meegan | 68,100 | 41,148 | (10) | 11,160 | (10) | — | 13,783 | 9,856 | 144,047 | 71,400 | 36,936 | (11) | 4,608 | (11) | — | 8,778 | 9,964 | 131,686 | ||||||||||||||||||||||||||||||||||||||
Mark A. Paup | 64,100 | 41,148 | (11) | 11,160 | (11) | — | 4,867 | 2,660 | 123,935 | 60,200 | 36,936 | (12) | 4,608 | (12) | — | 4,958 | 7,849 | 114,551 | ||||||||||||||||||||||||||||||||||||||
Sonia M. Probst | 69,500 | 41,148 | (12) | 11,160 | (12) | — | 13,547 | 9,856 | 145,211 | 68,400 | 36,936 | (13) | 4,608 | (13) | — | 7,849 | 9,964 | 127,757 | ||||||||||||||||||||||||||||||||||||||
Philip M. Tredway | 74,400 | 41,148 | (13) | 11,160 | (13) | — | 24,584 | 10,301 | 161,593 | |||||||||||||||||||||||||||||||||||||||||||||||
David M. Tullio | 66,700 | 36,936 | (14) | 4,608 | (14) | — | 6,010 | 1,638 | 115,892 | |||||||||||||||||||||||||||||||||||||||||||||||
(footnotes on following page)
| (1) | Reflects the aggregate grant date fair value of restricted stock awards of 2,700 shares granted to each director on May 25, 2021 with a grant date market value of $13.68 per share. This award vests over a five-year period beginning May 25, 2021. The assumptions used in the valuation of these awards are included in Notes 1(q) and 15(c) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission. |
| (2) | Reflects the aggregate grant date fair value of option awards of 7,200 stock options granted to each director on May 25, 2021 with a grant date fair value of $0.64 per stock option. This award vests equally over a five-year period beginning May 25, 2021. These options have an exercise price of $13.68 per option. The assumptions used in the valuation of these awards are included in Notes 1(q) and 15(d) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission. |
| (3) | Reflects change in pension value and nonqualified deferred compensation for each director as follows: Mr. Campana, $6,687 and $296; Ms. Chadsey, $8,657 and $1,373; Mr. Davis, $7,719 and $91,153; Mr. Fannin, $9,162 and $0; Mr. Hunter, $5,120 and $1,220; Mr. McKnight, $9,594 and $0; Mr. Meegan, $7,170 and $1,608; Mr. Paup, $4,160 and $798; Ms. Probst, $7,849 and $0; Mr. Tullio, $5,961 and $49. |
| (4) | Reflects dividends on unvested restricted stock awards and taxable value of excess life insurance for each director as follows: Mr. Campana, $7,075 and $1,188; Ms. Chadsey, $8,776 and $1,188; Mr. Davis, $864 and $1,219; Mr. Fannin $8,670 and $1,219; Mr. Hunter $7,820 and $774; Mr. McKnight, $8,670 and $1,426; Mr. Meegan, $8,776 and $1,188; Mr. Paup, $7,075 and $774; Ms. Probst, $8,776 and $1,188; Mr. Tullio, $864 and $774. |
| (5) | At December 31, 2021, Mr. Campana had 18,724 vested stock options, 24,476 unvested stock options and 9,175 unvested shares of restricted stock. |
| (6) | At December 31, 2021, Ms. Chadsey had 43,204 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock. |
| (7) | At December 31, 2021, Mr. Davis had 1,440 vested stock options, 5,760 unvested stock options and 2,160 unvested shares of restricted stock. |
| (8) | At December 31, 2021, Mr. Fannin had 36,004 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock. |
| (9) | At December 31, 2021, Mr. Hunter had 23,764 vested stock options, 26,636 unvested stock options and 9,985 unvested shares of restricted stock. |
| (10) | At December 31, 2021, Mr. McKnight had 30,404 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock. |
| (11) | At December 31, 2021, Mr. Meegan had 36,004 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock. |
| (12) | At December 31, 2021, Mr. Paup had 18,724 vested stock options, 24,476 unvested stock options and 9,175 unvested shares of restricted stock. |
| (13) | At December 31, 2021, Ms. Probst had 43,204 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock. |
| (14) | At December 31, 2021, Mr. Tullio had 1,440 vested stock options, 5,760 unvested stock options and 2,160 unvested shares of restricted stock. |
Amounts included in the “Stock Awards” column for the year ended December 31, 20172021 represent the value of current year grants under our 20112018 Equity Incentive Plan. Amounts related to stock awards and option awards are reported in the table above pursuant to applicable Securities and Exchange Commission regulations that require that we report the full grant-date fair value of grants in the year in which such grants are made. Because grants vest (are earned) at a rate ofbetween 10% and 20% per year beginning May 17, 2017,depending on the year of grant, the amounts actually vested and recognized as income was $4,115$7,387 for each director who had received such grants. Amounts included in the “Option awards” column for the year ended December 31, 20172021 represent the value of current year grants under our 20112018 Equity Incentive Plan. Stock option grants are not treated as taxable income in the year of grant, so for the year ended December 31, 2017,2021, the economic value of compensation related to the award of stock options recognized for income tax purposes was $0. The amount included in the “Change in pension value and nonqualified deferred compensation earnings” column reflects the change in the estimated present value of future benefits under our pension plans as well as the amount of interest paid on deferred compensation over the applicable federal rate.
(footnotes from previous page)
The full board of directors determines director compensation. In determining director compensation, we utilize market information that is provided by our Chief Human Resources Officer, which is supported by survey data from various sources.sources, as well as through consultation with Pearl Meyer, an independent compensation consulting firm.
For the year ended December 31, 2017,2021, each nonemployee directorsdirector of Northwest Bancshares, Inc. and Northwest Bank werewas paid a combined retainer of $22,600 per year plus $1,000 for each board meeting of Northwest Bank and Northwest Bancshares, Inc. attended.Non-employee members of the Audit, Compensation, Innovation and Technology, Executive, Compensation, Compliance, Trust, Audit,Governance, Nominating, Risk Management Nominating and GovernanceTrust Committees were paid a total of $700 for attendance at committee meetings for both Northwest Bancshares, Inc. and Northwest Bank. The ChairpersonChairpersons of the Audit, Compensation, Compliance, Trust, AuditInnovation and Technology, Risk Management and Trust committees were paid an additional $1,000 per quarter as a retainer for their service as Chairperson, with the Chairperson of the Nominating Committee receiving $1,000 per year and the Chairperson of the Governance Committee receiving $2,000 per year. Director TredwayFannin received a fee of $8,000 for his service as Lead Director for Northwest Bancshares, Inc. and Northwest Bank. All ChairmanChairperson and Lead directorDirector fees are prorated based on service period during the year.
Deferred Compensation Plan for Directors.We sponsor anon-qualified deferred compensation plan for directors (the “Deferred Compensation Plan”) that enables a director to elect to defer all or a portion of their directors’ fees. The amounts deferred are credited with interest at the taxable equivalent rate received by Northwest Bank on its bank owned life insurance policies that insure the directors’ lives. Deferred amounts are payable upon retirement of a director on or after attainingage 59-1/2 but no later than age 72, in the form of a lump sum or installments over a three, fivethree-, five- or ten yearten-year period. Payments to a director, or to their designated beneficiary, may also be made from the Deferred Compensation Plan upon the director’s death, total and permanent disability, or termination of service from the Board. Participants in the Deferred Compensation Plan would not recognize taxable income with respect to the Deferred Compensation Plan benefits until the assets are actually distributed. Active directors are provided between $110,500 and $200,000 of term life coverage through our group life insurance policy. Coverage is subject to standard age reductions starting at age 65.
Retirement Plan for Directors.We maintain a retirement plan for outside directors (the “Directors Plan”). Directors who have served on the Board for five years or more and are not Northwest Bank employees are eligible to receive benefits under the Directors Plan. Upon a director’s retirement from the Board on or after five years of service and the attainment of age 60, the director is entitled to receive a retirement benefit equal to 60% of the annual retainer paid immediately prior to retirement plus 60% of the board meeting fees paid for the director’s attendance at board meetings at the annual rate which was in effect immediately prior to histheir retirement. If a director retires after five years or more of service but before attaining age 60, the director is entitled toone-half of the benefits otherwise available to him or her.them. Retirement benefits commence on the first day of the calendar quarter following the director’s attainment of age 65, or if retirement occurs later, on the first day of the calendar quarter following retirement. Such retirement benefits are paid for a period equal to the lesser of the number of a director’s completed full years of service, histheir life, or ten years. In the event the director dies before normal retirement age or after normal retirement age but before all retirement benefits to which he isthey are entitled have been received, the director’s beneficiary or estate shall be paid a lump sum equal to the present value of the benefits that would have been paid had the director lived until all accrued retirement benefits had been paid. The retirement plan for outside directors was amended to freeze all benefits earned through December 31, 2012 based on the plan formula using years of service and a director’s compensation as of December 31, 2012. The amendments also provide that, for service commencing January 1, 2013, additional benefits will be earned equal to 1.25% of career average fees paid in cash for each year in the future. During the year ended December 31, 2017,2021, we recognized expense of $178,836$134,808 for the Directors Plan.
Directors Equity Awards.Options granted under our 2008 and 2011 stock benefit plans2018 Equity Incentive Plan vest over either a five or seven-year orten-year period, depending on the dateyear of grant. All nonstatutory options granted under the Plansplan expire upon the earlier of ten years from the date of grant or, from 90 days up to one year following the date the optionee ceases to be a director, depending on the date of grant.director. However, in the event of termination of service due to death, disability, normal retirement or a change of control of Northwest Bancshares, Inc., nonstatutory options may be exercised for up to the earlier of ten years from the date of grant or from five to ten years, depending on the date of grant.
Restricted shares granted under our 20112018 Equity Incentive Plan vest over either aten-year five or seven-year period, depending on year of grant, with the first vesting on the day of grant. However, all awards will vest at the earlier of age 72 plus five years of service or upon a change in control, death or disability. All unvested awards will expire upon voluntary or involuntary termination before age 72. Dividends are paid on the unvested restricted stock and participants can vote the unvested restricted stock pursuant to the 2011 Equity Incentive Plan.plans.
Transactions With Certain Related Persons
Federal law requires that all loans or extensions of credit to executive officers and directors must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public and must not involve more than the normal risk of repayment or present other unfavorable features. Federal regulations adopted under this law permit executive officers and directors to receive the same terms that are widely available to other employees as long as the director or executive officer is not given preferential treatment compared to the other participating employees. Northwest Bank offers its employees interest rate discounts of generally up to 50 basis points off their Agencythe market rates on loans made by Northwest Bank to such persons for personal use. Our policy is that extensions of credit to any insider will be approved in advance by a majority vote of the Board of Directors if the aggregate of all extensions of credit to that insider and related interests exceeds $500,000 or 5% of Northwest Bank’s unimpaired capital and surplus, whichever is less. Also, all extensions of credit made to executive officers will be promptly reported to the Board of Directors or a committee thereof. Except for the interest rate discount described above, loans to our current directors, principal officers, nominees for election as directors, security holders known by us to own more than 5% of the outstanding shares of common stock, or associates of such persons (together, “specified persons”), are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Northwest Bank, and do not involve more than the normal risk of collectability or present other unfavorable features.
The following table sets forth loans made by Northwest Bank to its directors and executive officers where the largest amount of all indebtedness outstanding during the year ended December 31, 20172021 and all amounts of interest payable during the year ended December 31, 20172021 exceeded $120,000, and where the borrowers received interest rate discounts, as described above. These loans have otherwise been made in the ordinary course of business, on substantially
the same terms, including collateral, as those prevailing at the time for comparable loans with persons not related to Northwest Bank, and do not involve more than normal risk of collectability or present other unfavorable features.
Name | Position | Nature of Transaction | Largest Aggregate Balance over Disclosure Period ($) | Interest Rate (%) | Principal Balance 12/31/17 ($) | Principal Paid 01/01/17 to 12/31/17 ($) | Interest Paid 01/01/17 to 12/31/17 ($) | Position | Nature of transaction | Largest aggregate balance over disclosure period ($) | Interest rate (%) | Principal balance 12/31 ($) | Principal paid 01/01 to 12/31 ($) | Interest paid 01/01 to 12/31 ($) | ||||||||||||||||||||||||||||||||||
Robert M. Campana | Director | Mortgage loan to family member | 363,966 | 3.750 | 355,943 | 8,023 | 13,512 | |||||||||||||||||||||||||||||||||||||||||
Robert M. Campana | Director | Mortgage loan | 250,158 | 1.750 | 219,739 | 30,419 | 4,135 | |||||||||||||||||||||||||||||||||||||||||
William F. McKnight | Director | Mortgage Loan | 175,000 | 4.000 | 172,610 | 2,390 | 5,519 | Director | Mortgage loan | 150,179 | 4.000 | — | 150,179 | 2,368 | ||||||||||||||||||||||||||||||||||
Robert Campana | Director | Mortgage Loan to Daughter | 387,500 | 3.750 | 386,309 | 1,191 | 2,501 | |||||||||||||||||||||||||||||||||||||||||
Ronald J. Seiffert | President and Chief Operating Officer | Mortgage Loan | 350,000 | 3.625 | 350,000 | — | 616 | |||||||||||||||||||||||||||||||||||||||||
Mark A. Paup | Director | Mortgage loan | 320,669 | 2.125 | 296,179 | 24,490 | 7,053 | |||||||||||||||||||||||||||||||||||||||||
The spouse of Director Mark Paup is a non-executive employee of Northwest Bank. For the year ended December 31, 2021, Mr. Paup’s spouse was paid $200,798 in total compensation by Northwest Bank. Total compensation was determined in the same manner as for the Named Executive Officers disclosed in the Summary Compensation table, which includes cash compensation, incentive stock awards and the change in pension value.
In addition, any business transactions between Northwest Bank and any Director or Executive Officer are reviewed to ensure they are both competitive and at terms that are at least as preferable for Northwest Bank as could be received in an arms-length transaction. Any such transactions are then reported to the Board of Directors, or committee thereof.
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Our independent registered public accounting firm for the year ended December 31, 20172021 was KPMG LLP. Our Audit Committee has approved the engagement of KPMG LLP to be our independent registered public accounting firm for the year ending December 31, 2018,2022, subject to the ratification of the engagement by our stockholders. At the Annual Meeting, the stockholders will consider and vote on the ratification of the engagement of KPMG LLP for the year ending December 31, 2018.2022. A representative of KPMG LLP is expected to attend the Annual Meeting to respond to appropriate questions and to make a statement if he or shethey so desires.desire.
Even if the selection of the independent registered public accounting firm is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change is in the best interest of Northwest Bancshares, Inc. and its stockholders.
Set forth below is certain information concerning aggregate fees billed for professional services rendered by KPMG LLP during the years ended December 31, 20172021 and 2016.2020.
The aggregate fees included in the Audit Fees category were fees agreed to be billed for the fiscal years for the audit of our annual financial statements and the review of our quarterly financial statements. The aggregate fees included in each of the other categories were fees billed in the stated periods.
| December 31, 2017 | December 31, 2016 | |||||||
Audit Fees | $ | 995,000 | $ | 939,750 | ||||
Audit-Related Fees | 125,735 | 206,500 | ||||||
Tax Fees | — | 124,436 | ||||||
All Other Fees | 256,294 | — | ||||||
| December 31, 2021 | December 31, 2020 | |||||||
Audit fees | $ | 1,365,200 | 1,316,000 | |||||
Audit-related fees | 64,200 | 237,600 | ||||||
All other fees | 17,765 | 3,560 | ||||||
Audit Fees.Audit fees for each of the years ended December 31, 20172021 and 20162020 were for professional services rendered for the audits of our consolidated financial statements and internal controls over financial reporting, review of the financial statements included in our quarterly reports onForm 10-Q and the internal controls attestation required under Federal Deposit Insurance Corporation regulations.
Audit-Related Fees.Audit-related fees for the years ended December 31, 20172021 and 20162020 were for procedures performed with respect to student lending, U.S. Department of Housing and Urban Development programs, comfort letters and a consent
letter. letters.Such fees are reasonably related to the performance of the audit of and review of the financial statements and are not already reported in “Audit Fees,” above.
Tax Fees.Tax fees for the year ended December 31, 2016 were for services related to tax compliance and tax planning.
All Other Fees.Other fees for the year ended December 31, 20172021 and 2020 were for assistance relatedaccess to the implementation of the new current expected credit lossindependent registered public accounting standard.firm’s online technical database and for permissible tax services.
The Audit Committee has considered whether the provision ofnon-audit services, which relate primarily to tax consulting services and guidance on the implementation of new accounting standards, is compatible with maintaining the independence of KPMG LLP. The Audit Committee concluded that performing such services does not affect the independence of KPMG LLP in performing its function as our independent registered public accounting firm.
The Audit Committee’s policy is topre-approve all audit andnon-audit services provided by the independent registered public accounting firm, either by approving an engagement prior to the engagement or pursuant to apre-approval policy with respect to particular services. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has delegatedpre-approval authority to the Chairman of the Audit Committee when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with thispre-approval and the fees for the services performed to date. All audit-related fees, tax fees and all other fees described above were approved either as part of our engagement of KPMG LLP or pursuant to thepre-approval policy described above.
The Audit Committee of the Board of Directors unanimously recommends that you vote “FOR” the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2018.2022.
PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
The compensation of our Named Executive Officers is described in “PROPOSAL 1—ELECTION OF DIRECTORS—Compensation DisclosureDiscussion and Analysis” and “—Executive Compensation.”Compensation”. Stockholders are urged to read these sections of this Proxy Statement, which discuss our compensation policies and procedures with respect to our Named Executive Officers.
Stockholders will be asked at the Annual Meeting to provide their support with respect to the compensation of our Named Executive Officers by voting on the following advisory,non-binding resolution:
“RESOLVED, that the compensation paid to Northwest Bancshares, Inc.’s Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Securities and Exchange CommissionRegulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”
This advisory vote, commonly referred to as a“say-on-pay” advisory vote, isnon-binding on the Board of Directors. Althoughnon-binding, the Board of Directors and the Compensation Committee value constructive dialogue on executive compensation and other important governance topics with our stockholders and encourage all stockholders to vote their shares on this matter. The Board of Directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation.
Unless otherwise instructed, validly executed proxies will be voted “FOR” this resolution.
The Board of Directors unanimously recommends that you vote “FOR” the resolution set forth in Proposal 3.
PROPOSAL 4 — THE APPROVAL OF THE NORTHWEST BANCSHARES, INC.
20182022 EQUITY INCENTIVE PLAN
Overview
Northwest Bancshares, Inc.’s Board of Directors unanimously recommends that stockholders approve the Northwest Bancshares, Inc. 2022 Equity Incentive Plan (referred to in this proxy statement as the “2022 Equity Plan”). Our Board of Directors unanimously approved the 2022 Equity Plan on January 19, 2022. The 2022 Equity Plan will become effective on April 20, 2022 (the “Plan Effective Date”) if stockholders approve the 2022 Equity Plan on that date. No awards have been made under the 2022 Equity Plan.
No awards may be granted under the 2022 Equity Plan after the day immediately before the tenth anniversary of the Plan Effective Date. However, awards outstanding under the 2022 Equity Plan at that time will continue to be governed by the 2022 Equity Plan and the agreements under which they were granted. Northwest Bancshares, Inc. presently sponsors the Northwest Bancshares, Inc. 2018 Equity Incentive Plan (“2018 Equity Plan”) under which, as of December 31, 2021, 683,782 shares remain available for grant as stock options and 187,672 shares remain available for grant as restricted stock and restricted stock units. Upon approval of the 2022 Equity Plan, no further grants will be made under the 2018 Equity Plan; however, the 2018 Equity Plan will remain in existence until all grants previously made under the 2018 Equity Plan have vested or have been forfeited, and in the case of outstanding stock options, have been exercised.
Northwest Bancshares, Inc. is seeking to reserve and make available for issuance, 3,500,000 shares under the 2022 Equity Plan, which is less than 3% of Northwest Bancshares, Inc. common stock outstanding as of February 18, 2022.
As of February 18, 2022 (the latest practicable date before the printing of this Proxy Statement) the closing price of the Northwest Bancshares, Inc.’s common stock, as reported on the NASDAQ stock market was $14.26.
Why Northwest Bancshares, Inc. Believes You Should Vote to Approve the 2022 Equity Plan
Our Board of Directors believes that equity-based incentive awards can play a key role in the success of Northwest Bancshares, Inc. by encouraging and enabling key employees, officers and non-employee directors of Northwest Bancshares, Inc. and its subsidiaries, including Northwest Bank, upon whose judgment, initiative and efforts Northwest has depended and continues to largely depend for the successful conduct of its business, to acquire an ownership stake in Northwest Bancshares, Inc., thereby stimulating their efforts on behalf of Northwest Bancshares, Inc. and strengthening their desire to remain with Northwest Bancshares, Inc. The details of the key design elements of the 2022 Equity Plan are set forth in the section below.
In the past year, Northwest Bancshares, Inc. has given considerable attention to its equity grant practices and, working with its compensation consultant, Pearl Meyer, has made certain design changes to its equity grant program that it believes will bring it in line with corporate best practices. Among other things, these changes include granting performance-based awards to its senior management in the form of restricted stock units. In the past, Northwest Bancshares, Inc. has granted exclusively service-based equity awards, i.e., that vest over time so long as the participant continues in the service of Northwest Bancshares, Inc. or Northwest Bank. On a going-forward basis, Northwest Bancshares, Inc. intends to make grants to its Named Executive Officers and other senior management, up to 50% of which will vest, if at all, based on the achievement of performance measures determined by Northwest Bancshares, Inc. Accordingly, commencing in 2022, Northwest Bancshares, Inc. intends to primarily make annual grants to employees of service-based restricted stock units and performance-based restricted stock units in lieu of granting restricted stock and stock options. Northwest Bancshares, Inc believes that restricted stock units provide greater flexibility to Northwest Bancshares, Inc. in designing its equity program, including performance-based awards because actual shares are not issued unless the performance metrics are achieved. In addition, restricted stock units provide greater flexibility for Northwest Bancshares, Inc. to grant awards that vest on retirement, because restricted stock units are not generally income taxable to the recipient until settled in shares, whereas restricted stock would be income taxable under the tax laws, when the recipient becomes retirement eligible. Northwest Bancshares, Inc. has also determined that stock options are generally underappreciated by the stock option recipients and infrequently exercised, and as a result, do not have the effect of increasing stock ownership among the recipients. Unexercised stock options also have the negative effect of increasing Northwest Bancshares, Inc.’s overhang (i.e., a measure of potential share dilution) that could affect our ability to adopt new equity plans over time. While the 2022 Equity Plan permits the grant of stock options, Northwest Bancshares, Inc. anticipates that stock options will only be granted on an infrequent basis, if at all.
Northwest will continue to grant service-based restricted stock awards to its non-employee directors and intends that such grants will be made on an annual basis.
Equity Awards Enable Us to Better Compete for Talent in Our Marketplace
We believe our continued future success depends in large part on our ability to attract, motivate and retain talented and highly qualified employees and non-employee directors necessary for our continued growth and success. Most of our competitors offer equity-based compensation to their employees and non-employee directors. We view our continuing ability to offer equity-based compensation as important to our ability to compete for talent within our marketplace. If the 2022 Equity Plan is not approved, we will be at a significant disadvantage as compared to our competitors to attract and retain our executives as well as directors and this could affect our ability to achieve our business plan growth and goals.
The Board of Directors has adopted, subject to stockholder approval, the Northwest Bancshares, Inc. 20182022 Equity Incentive Plan (the “2018 Equity Plan”), to provide officers, employees and directors of Northwest Bancshares, Inc. and Northwest Bank with additional incentives to promote the growth and performance of Northwest Bancshares, Inc. The Board and the Compensation Committee believe that the adoption of the 20182022 Equity Plan is in the best interest of Northwest Bancshares, Inc. and its stockholders as such plan will provide Northwest Bank with the ability to retain and reward, and to the extent necessary, attract and incentivize its employees, officers and directors to promote growth, improve performance and further align the interests of employees, officers and directors with those of Northwest Bancshares, Inc. stockholders through the ownership of additional common stock of Northwest Bancshares, Inc.
It is the intention of Northwest Bancshares, Inc. that the awards available under the 20182022 Equity Plan will be granted over a period of up to five years. In addition, upon stockholder approval of
Best Practices
If the 20182022 Equity Plan is adopted by our stockholders, no further awards will be granted under either the Northwest Bancorp, Inc. 2008 Stock Option2018 Equity Plan, or Northwest Bancshares, Inc.’s 2011 Equity Incentive Plan, and those prior planswhich will remain in existence solely for the purpose of administering outstanding grants.
Why We Are Seeking Approval ofgrants under the 2018 Equity IncentivePlan. The 2022 Equity Plan submitted for approval reflects the following equity compensation plan best practices:
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Highlights of the 2018 Equity Incentive PlanBoard.
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| • | Conservative Share Reuse Provision. Shares subject to an award under the 2022 Equity Plan will not be available for reuse if such shares are delivered or withheld to satisfy any tax withholding obligation, or, in the case of shares available on the exercise of stock options, used as consideration of the exercise price in net settlement of the stock option. |
| • | No Discounted Stock Options. Stock options, if granted, must have an exercise price equal to or greater than fair market value of our common stock on the date of grant. |
| • | No Cash-Out or |
| • | Dividend/Dividend Equivalent Rights Payments Subject to Vesting of Award.Dividend payments on restricted stock or dividend equivalent rights issued on restricted stock units may only be distributed upon the vesting of the underlying award. |
| • | Awards Subject to Company Policies.Awards granted under the 2022 Equity Plan are subject to clawback if Northwest Bancshares, Inc. is required to prepare an accounting restatement due to material noncompliance of the company, as a result of misconduct with any financial reporting requirement under the federal securities laws and the forfeiture provisions of the Sarbanes-Oxley Act of 2002 apply. Awards are also subject to clawback under any other clawback policy adopted by Northwest Bancshares, Inc. from time to time, whether pursuant to the Dodd-Frank Act or otherwise. Awards are also subject to any hedging and/or pledging policy restrictions that Northwest Bancshares, Inc. may adopt. |
| • | Minimum Vesting Requirements. The Plan provides for a minimum vesting requirement of one year for all equity-based awards, except that up to 5% of authorized shares may be issued (or accelerated) pursuant to awards that do not meet this requirement. Notwithstanding the foregoing, award may provide for accelerated vesting on death, disability, retirement and involuntary termination without cause or resignation for good reason following a change in control; |
| • | Double Trigger Vesting on of Service-Based Awards Change in Control.The 2022 Equity Plan does not provide for vesting of service-based equity awards based solely on the occurrence of a change in control, without an accompanying involuntary termination of service (including a termination for good reason). In the event of a change in control, any performance measure attached to a performance award under the 2022 Equity Plan shall be deemed satisfied at the greater of “target” level or actual annualized performance measured as of the most recent fiscal quarter. |
In addition to the previously described Plan features, Northwest Bancshares, Inc. has adopted stock ownership guidelines for its officers and non-employee directors, as described under “Compensation Discussion and Analysis—Long-Term Stock-Based Compensation” section of this Proxy Statement, that will ensure our employees and directors interests are further aligned with those shareholders.
Why We Are Seeking Approval of the 2022 Equity Incentive Plan
| • | We Have Limited Capacity to Make Restricted Stock Awards Under our Existing Equity Plan. We have 187,672 shares remaining for grants of restricted stock and restricted stock units under our 2018 Equity Plan. We also have 683,782 shares remaining for grants as stock options. As noted above, we no longer find that the regular grant of stock options is aligned with our updated equity compensation program goals. Accordingly, without stockholder approval of our 2022 Equity Plan we have no meaningful way to implement the new equity program design that we believe is essential to attract, retain and reward qualified personnel and management. |
| • | Required Stockholder Approval. As a Nasdaq-listed company, we are required to obtain the approval of our stockholders before implementing an equity compensation plan, such as the 2022 Equity Plan. For these purposes, the 2022 Equity Plan must be approved by a majority of the votes cast at the meeting. Stockholder approval will also exempt the awards from the short-swing profit trading rules of Section 16(b) of the Securities Exchange Act of 1934. |
Material Features of 20182022 Equity Incentive Plan
The following is a summary of the material features of the 20182022 Equity Plan, which is qualified in its entirety by reference to the provisions of the 20182022 Equity Plan, attached hereto as Appendix A. In the event of a conflict between the terms of this disclosure and the terms of the 20182022 Equity Plan, the terms of the 20182022 Equity Plan control.
Shares Reserved; Overall Limits on Types of Grants; Share Counting Methodology
Subject to permitted adjustments for certain corporate transactions, the 20182022 Equity Plan authorizes the issuance or delivery to participants of up to 5,000,0003,500,000 shares of Northwest Bancshares, Inc. common stock. Of this amount, the maximum shares that may be issued pursuant to the exercise of stock, options is 3,500,000, all of which may be issued as incentive stock options, and the maximum shares that may be issued as restricted stock, and restricted stock units (including performance awards denominated as restrictedor stock or restricted stock units) is 1,500,000 shares.options pursuant to the terms of the 2022 Equity Plan.
The 20182022 Equity Plan does not use liberal share recycling with respect to determining the number of shares available for issuance under the 20182022 Equity Plan. Accordingly, to the extent: (i) a stock option is exercised by using an actual or constructive exchange of shares of stock to pay the exercise price, (ii) shares of stock are withheld to satisfy withholding taxes upon exercise or vesting of an award, or (iii) shares are withheld to satisfy the exercise price of stock options in a net settlement, the number of shares of stock available under the 20182022 Equity Plan shall be reduced by the gross number of stock options or stock awards exercised or vested rather than by the net number of shares of stock issued.
The rights and benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon termination of employment for cause.
Limitations on Awards to Employees and Directors
The 20182022 Equity Plan includes the following limitations:
Equity-based awards made to restricted stock awards and/or restricted stock units thatany non-employee director in a calendar year will be grantedlimited to a grant date fair value not exceeding $250,000; and
Equity-based awards that we make to any one individual employee duringin any calendar year is 37,500 shares, and the maximum number of shares of stock subject to stock options that will be granted to any one individual employee during any calendar year is 75,000 shares, all of which may be granted as incentive stock options (to the maximum extent applicable under the law).
If awards are made tonon-employee directors, the number of shares of stock subject to restricted stock awards and/or restricted stock units that will be granted to any one individualnon-employee director during any calendar year is 3,000 shares, and the number of shares of stock subject to stock
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exceeding $1,000,000.
Eligibility
Employees and directors of Northwest Bancshares, Inc. or its subsidiaries are eligible to receive awards under the 20182022 Equity Plan, except thatnon-employeesnon-employee directors may not be granted incentive stock options. As of December 31, 2021, there were 10 non-employee directors and approximately 2,413 employees eligible to receive awards under the 2022 Equity Plan.
Administration
The 20182022 Equity Plan will be administered by the members of the Compensation Committee of Northwest Bancshares, Inc., which will consist of board members who are independent under Nasdaq listing rules and do not receive remuneration from Northwest Bancshares, Inc. in any capacity other than as a director, except for compensation in an amount for which disclosure would not be
required under SECSecurities and Exchange Commission disclosure rules. In addition, each current member of the Compensation Committee is a disinterested director within the meaning of Rule16b-3 under the Securities Exchange Act of 1934. The Compensation Committee has full and exclusive power within the limitations set forth in the 20182022 Equity Plan to make all decisions and determinations regarding the selection of participants and the granting of awards; establishing the terms and conditions relating to each award; adopting rules, regulations and guidelines for carrying out the 20182022 Equity Plan’s purposes; and interpreting and otherwise construing the 20182022 Equity Plan. The 20182022 Equity Plan also permits the Compensation Committee to delegate to a committee of one or more members of the Board who are not“non-employee directors” the authority to grant awards to eligible persons who are not subject to Section 16 of the Securities Exchange Act of 1934.
Types of Awards
The Compensation Committee may determine the type and terms and conditions of awards under the 20182022 Equity Plan, which shall be set forth in an award agreement delivered to each participant. Each award shall be subject to conditions established by the Compensation Committee that are set forth in the recipient’s award agreement and shall be subject to vesting conditions and restrictions as determined by the Compensation Committee. Awards may be granted as incentive andnon-qualified stock options, restricted stock awards or restricted stock units and incentive and non-qualified stock options, any of which may vest based either on the passage of time or achievement of performance, as follows:
Restricted Stock. A restricted stock award is a grant of shares of our common stock to a participant for no consideration or such minimum consideration as may be required by applicable law.
Restricted stock awards may be granted only in whole shares of common stock.
Prior to vesting, recipients of a restricted stock award are entitled to vote the shares of restricted stock during the restricted period.
Dividends on unvested restricted stock awards, whether subject to a service-based vesting schedule or performance-based vesting conditions, will be paid to the participant only after the underlying share has vested.
Restricted Stock Units. Restricted stock units will be denominated in shares of common stock and are similar to restricted stock awards except that no shares of common stock are actually issued to the award recipient at the time of grant of a restricted stock unit.
Restricted stock units granted under the 2022 Equity Plan may be settled in shares of our common stock, or in the sole discretion of the Compensation Committee determined at the time of final settlement in cash or a combination of cash and our common stock, subject to vesting conditions and other restrictions set forth in the 2022 Equity Plan or the award agreement.
Participants have no voting rights with respect to any restricted stock units granted under the 2022 Equity Plan.
In the sole discretion of the Compensation Committee, exercised at the time of grant, dividend equivalent rights may be paid on restricted stock units. If dividend equivalent rights are granted with respect to restricted stock units under the 2022 Equity Plan, they will be paid when the restricted stock unit vests or is settled, or at the same time as the shares subject to such restricted stock unit are distributed to the participant.
Stock Options.A stock option is the right to purchase shares of common stock at a specified price for a specified period of time.
The exercise price may not be less than the fair market value of a share of our common stock (which is defined as the closing sales price on the exchange on which the stock is traded) on the date the stock option is granted.
The Compensation Committee may not grant a stock option with a term that is longer than 10 years.
Shares of common stock purchased upon the exercise of a stock option must be paid for at the time of exercise either (i) by tendering, either actually or constructively by attestation, shares of stock valued at fair market value as of the date of exercise (i.e., a “stock swap”); (ii) by irrevocably authorizing a third party, acceptable to the Compensation Committee, to sell shares of stock (or a sufficient portion of the shares) acquired upon exercise of the stock option and to remit to Northwest Bancshares, Inc. a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise (i.e., a “cashless exercise”); (iii) by a net settlement of the stock option, using a portion of the shares obtained on exercise in payment of the exercise price of the stock option (and if applicable, any required tax withholding); (iv) by personal, certified or cashier’s check; (v) by other property deemed acceptable by the Compensation Committee; or (vi) by any combination thereof.
The Compensation Committee may automatically exercisein-the-money stock options that are exercisable but unexercised as of the day immediately before the 10th anniversary of the date of grant, using net settlement as the method of exercising such options.
Under no circumstances will Northwest Bancshares, Inc. buy back underwater stock options granted under the 20182022 Equity Plan without stockholder approval.
The 20182022 Equity Plan expressly prohibits repricing of stock options without stockholder approval.
Restricted Stock.A restricted stock award is a grant of shares of our common stock to a participant for no consideration or such minimum consideration as may be required by applicable law.
Restricted Stock Units.Restricted stock units may be denominated in shares of common stock and are similar to restricted stock awards except that no shares of common stock are actually issued to the award recipient at the time of grant of a restricted stock unit.
Performance Awards.A performance award is an award, the vesting of which is subject to the achievement of one or more performance conditions specified by the Compensation Committee and set forth in the 2018 Equity Plan.Committee. A performance award may be denominated in shares of restricted stock or restricted stock units. As noted above, we intend to use performance-based restricted stock units when making grants to our named executive officers and senior management employees.
Performance Measures
The Compensation Committee has significant discretion to determine the performance measures thatfor awards under the 2022 Equity Plan. The vesting of a performance award may be used for such awards may be basedconditioned on one or more of the following performance measures, as selected by the Compensation Committee: book value or tangible book value per share; basic earnings per share; basic cash earnings per share; diluted earnings per share; diluted cash earnings per share; net income or net income before taxes; cash earnings; net interest income;non-interest income;non-interest expense to average assets ratio; cashnon-interest expense to average assets ratio; efficiency ratio; cash efficiency ratio; return on average assets; cash return on average assets; return on average stockholders’ equity; cash return on average stockholders’ equity; return on average tangible stockholders’ equity; cash return on average tangible stockholders’ equity; core earnings; operating income; operating efficiency ratio; net interest rate margin or net interest rate spread; growth in assets, loans, deposits, retail ornon-time deposits and/or earnings per share; loan production volume;non-performing loans; cash flow; strategic business objectives, consistingachievement of one or more objectives, based upon meeting specified cost targets, business expansion goals and goals relating to acquisitions or divestitures or goals relating to capital raising or capital management; individualobjective performance valuations; any other measuremeasures, as may be determined by the CommitteeCompensation Committee. The conditions for grant or vesting, including any combination ofapplicable performance measures need not be the foregoing.same with respect to each recipient.
Performance measures may be expressed on an absolute and/or relative basis, or a before- orafter-tax basis and may be based on comparisons using internal targets, the past performance of Northwest Bancshares, Inc. and/as a whole or the paston any one or current performancemore subsidiaries or business units of other similar companies. Performance goalsNorthwest Bancshares, Inc. or a subsidiary and may also be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. The Compensation Committee may provide for the exclusion of the effects of the following items, to the extent the exclusion is set forth in the participant’s award agreement and identified in the audited financial statements or the annual proxy statement of Northwest Bancshares, Inc., including: (i) extraordinary, unusual and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) change in tax or accounting principles, regulations or laws; or (iv) the effects of expenses incurred in connection with a merger, branch acquisition or similar transaction.
If the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which Northwest Bancshares, Inc. or its subsidiaries conducts its business or other events or circumstances render current performance measures to be unsuitable, the Compensation Committee may modify such performance measures, in whole or in part, as the Compensation Committee deems appropriate. Performance measures relating to any award hereunder will be modified, to the extent applicable, to reflect a change in the outstanding shares of stock of Northwest Bancshares, Inc. by reason of any stock dividend or stock split, or a corporate transaction, such as a merger of Northwest Bancshares, Inc. into another corporation, any separation of a corporation or any partial or complete liquidation by Northwest Bancshares, Inc. or a subsidiary. The Compensation Committee is also authorized to adjust, change or eliminate performance measures or other terms of a participant’s award if the participant is promoted, demoted or transferred to another business unit and the performance measures are no longer applicable.
Vesting of Awards
Awards Without Specific Performance MeasuresMeasures. . If the right to become vested in an award under the 20182022 Equity Plan is conditioned on the completion of a specified period of service with Northwest Bancshares, Inc. or its subsidiaries, without the achievement of performance measures or objectives, then the required period of service for full vesting shall be determined by the Compensation Committee and evidenced in the award agreement. To the extent not specified in the award agreement, the awards shall vest at a rate not exceeding 15% per year, with the first installment vesting no earlier than theone-year anniversary of the date of grant. Northwest Bancshares, Inc. currently expects that service-based awards will generally vest over sevenin three equal annual installments, and the first installment of awards would vest oncommencing one year from the date of grant. Unless otherwise specified in the award agreement and subject to acceleration of vesting in the event of death, disability, retirement, or involuntary termination of employment or service following a change in control, service as a director emeritus or advisory director shall constitute service for the purpose of vesting.
Performance-Based AwardsAwards.. Performance-based awards will vest at the end of the performance period, based on the satisfaction of the assigned performance measures. The vesting date of performance-based awards iswill be the date on which allthe Compensation Committee determines that the performance measures are attained andhave been satisfied after the end of the applicable performance period is concluded.period.
Minimum Vesting RequirementRequirement.. Except for awards of up to 15%5% of the 20182022 Equity Plan’s share authorization, and awards that accelerate due to the participant’s death, disability, retirement and involuntary termination in connection with or following a change in control, all awards must have a minimum vesting period of at least 12 months.
Effect of Termination of ServiceService. . The Compensation Committee shall establish the effect of termination of service on the continuation of rights and benefits available under the 20182022 Equity Plan. The Compensation Committee also may specify in a participant’s award agreement that rights and benefits with respect to an award may be subject to reduction, cancellation, forfeiture or recoupment upon the participant’s material violation of a company policy, breach of noncompetition, confidentiality or other restrictive covenants that apply to the covered employee, or any other conduct that is detrimental to the business or reputation of Northwest Bancshares, Inc., its affiliates and/or its subsidiaries.
All service-based restricted stock and restricted stock unit awards to an officer or director shall vest, to the extent set forth in anthe award agreement, immediately upon the participant’s death, disability or retirement.
In the event of a participant’s termination of service for any reason other thandeath or disability, retirement, death, involuntary terminationperformance-based awards will vest at such time at target or following a change in control, or termination for cause, then: (i) any stock options shall be exercisable only as to those awards that were vested on the date of termination of service and only for a period of three months following termination, and (ii) any restricted stock awards and other awards that have not vested as of the date of termination of service shall expire and be forfeited.
better (if actual achievement exceeds target). In the event of termination for cause, anyretirement, performance-based restricted stock unit awards will vest, if at all, at the end of the performance period, provided that have not vested,performance targets are achieved at threshold or have vested but have not been exercised (in the case of stock options), shall expire and shall be forfeited.better.
Upon termination of service due to death, disability or retirement, all stock options shall be exercisable as to all shares subject to an outstanding award, whether or not then exercisable, and all other awards shall become fully vested at the date of termination of service. Stock options may be exercised for the remaining term of an award following such termination of service, provided that no stock option shall be eligible for treatment as an incentive stock option in the event such option is exercised more than one year following termination of service due to disability or three months following termination of service due to retirement, and in order to obtain incentive stock option treatment by heirs or devisees of an optionee, the optionee’s death must have occurred while employed or within three months of termination of service.
In the event of a participant’s termination of service for any reason other than death, disability, retirement, involuntary termination at or following a change in control, or termination for cause, then: (i) any stock options shall be exercisable only as to those awards that were vested on the date of termination of service and only for a period of three months following termination, and (ii) any restricted stock awards and restricted stock unit awards that have not vested as of the date of termination of service shall expire and be forfeited.
In the event of termination for cause, any awards that have not vested, or have vested but have not been exercised (in the case of stock options), shall expire and shall be forfeited.
Change in Control.Awards under the 20182022 Equity Plan will not vest upon the occurrence of a “change in control” (as defined in the 20182022 Equity Plan), except as set forth herein.therein. Unless otherwise stated in an award agreement, upon the occurrence of an involuntary termination of employment or termination of service as a director at or following a change in control of Northwest Bancshares, Inc. or Northwest Bank, all restricted stock awards and restricted stock units shall be fully earned and vested. In addition, if an acquiring corporation fails to assume the awards granted under the 20182022 Equity Plan, such awards will become fully earned and vested. In the event of a change in control, any performance measure attached to a performance award under the 20182022 Equity Plan shall be deemed satisfied at the “target” level as of the date of the change in control, unless the data supports and our Compensation Committee certifies, that the performance measures have been achieved at a higher level than target as of the effective date of the change in control,most recent completed fiscal quarter, in which case, the performance award will vest at such higher level.
Amendment and Termination
The Board may, at any time, amend or terminate the 20182022 Equity Plan or any award granted under the 20182022 Equity Plan, provided that the Board may not amend an award to accelerate vesting contrary to the terms of the 20182022 Equity Plan and, other than as provided in the 20182022 Equity Plan, no amendment or termination may adversely impair the rights of an outstanding award without the participant’s (or affected beneficiary’s) written consent. The Board may not amend the provision of the 20182022 Equity Plan to materially increase the original number of securities which may be issued under the 20182022 Equity Plan (other than as provided in the 20182022 Equity Plan), materially increase the benefits accruing to a participant, or materially modify the requirements for participation in the 20182022 Equity Plan without approval of stockholders. Notwithstanding the foregoing, the Board may amend the 20182022 Equity Plan at any time, retroactively or otherwise, to ensure that the 20182022 Equity Plan complies with current or future law without stockholder approval, and the Board may unilaterally amend the 20182022 Equity Plan and any outstanding award, without participant consent, in order to maintain an exemption from, or to comply with, Section 409A of the Internal Revenue Code, and its applicable regulations and guidance.
Duration of Plan
The 20182022 Equity Plan will become effective upon approval by the stockholders at this Annual Meeting. The 20182022 Equity Plan will terminate after 10 years or, if sooner, when all shares reserved under the 20182022 Equity Plan have been issued. At any time, the Board may terminate the 20182022 Equity Plan. However, any termination of the 20182022 Equity Plan will not affect outstanding awards.
Accounting Treatment
Under the Financial Accounting Standards Board’s ASC 718, Northwest Bancshares, Inc. is required to recognize compensation expense on its income statement over the requisite service period or performance period based on the grant date fair value of stock options, stock awards and other equity-based compensation.
United States Income Tax Considerations
The following is a summary of the United States federal income tax consequences that may arise in conjunction with participation in the 20182022 Equity Plan and is intended for the information of stockholders and not as tax guidance for participants as consequences may vary depending on the types of awards granted, the identity of the participants and the method of payment or settlement. This summary is based on the federal tax laws in effect on or after January 1, 2018.2022. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Internal Revenue Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below. In addition, this summary does not address the effects of taxes imposed under state, local or foreign tax laws.
Restricted Stock Awards. A participant who has been granted a restricted stock award or a performance-based restricted stock award will not realize taxable income at the time of grant, provided that the stock subject to the award is subject to restrictions that constitute a “substantial risk of forfeiture” for United States income tax purposes. Upon the earlier of the vesting of shares subject to an award or the date the shares are no longer subject to a substantial risk of forfeiture, the holder will realize ordinary income in an amount equal to the then fair market value of those shares and Northwest Bancshares, Inc. will be entitled to a corresponding tax deduction. For these purposes, restricted stock held by a participant will no longer be considered subject to a substantial risk of forfeiture on the date the participant becomes eligible for retirement (as defined in the 2022 Equity Plan). Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting. Dividends paid to the holder during the restriction period, if so provided, will also be compensation income to the participant and Northwest Bancshares, Inc. will be entitled to a corresponding tax deduction. A participant who makes an election under Section 83(b) of the Internal Revenue Code will include the full fair market value of the restricted stock award in taxable income in the year of grant.
Restricted Stock Unit Awards. A participant who has been granted a restricted stock unit award will not realize taxable income at the time of grant and will not be entitled to make an election under Section 83(b) of the Internal Revenue Code since no stock is actually transferred to the recipient on the date of grant. At the time a restricted stock unit award vests, assuming the award is distributed at that time, the recipient will recognize ordinary income in an amount equal to the fair market value of the common stock or the amount of cash received. If the restricted stock unit award is not distributed at the time it vests, no income will be recognized at that time and taxation will be deferred until the value of the restricted stock unit award is distributed. At the time the recipient recognizes taxable income on a restricted stock unit award, Northwest Bancshares, Inc. will be entitled to a corresponding tax deduction in the same amount recognized by the award recipient.
Non-Qualified Stock OptionsOptions. . The grant of anon-qualified option will not result in taxable income to the participant. The participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the shares acquired over the exercise price for those shares, and Northwest Bancshares, Inc. will be entitled to a corresponding deduction for tax purposes. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.
Incentive Stock Options.The grant of an incentive stock option will not result in taxable income to the participant. The exercise of an incentive stock option will not result in taxable income to the participant provided that the participant was, without a break in service, an employee of Northwest Bancshares, Inc. or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant is disabled, as that term is defined in the Internal Revenue Code).
The excess of the fair market value of the shares at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation of the participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised. For purposes of determining the participant’s alternative minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at the time of exercise.
If the participant does not sell or otherwise dispose of the shares within two years from the date of grant of the incentive stock option and within one year after the exercise of such stock option, then, upon disposition of such shares, any amount realized in excess of the exercise price will be taxed as long-term capital gain. A capital loss will be recognized to the extent that the amount realized is less than the exercise price.
If the foregoing holding period requirements are not met, the participant will generally realize ordinary income at the time of the disposition of the shares, in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price, and Northwest Bancshares, Inc. will be entitled to a corresponding tax deduction. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be capital gain. If the amount realized is less than the exercise price, the participant will recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares.
Restricted Stock Awards.A participant who has been granted a restricted stock award or a performance-based restricted stock award will not realize taxable income at the time of grant, provided that the stock subject to the award is subject to restrictions that constitute a “substantial risk of forfeiture” for United States income tax purposes. Upon the earlier of the vesting of shares subject to an award or the date the shares are no longer subject to a substantial risk of forfeiture, the holder will realize ordinary income in an amount equal to the then fair market value of those shares and Northwest Bancshares, Inc. will be entitled to a corresponding tax deduction. For these purposes, restricted stock
held by a participant will no longer be considered subject to a substantial risk of forfeiture on the date the participant becomes eligible for retirement (as defined in the 2018 Equity Plan). Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting. Dividends paid to the holder during the restriction period, if so provided, will also be compensation income to the participant and Northwest Bancshares, Inc. will be entitled to a corresponding tax deduction. A participant who makes an election under Section 83(b) of the Internal Revenue Code will include the full fair market value of the restricted stock award in taxable income in the year of grant.
Restricted Stock Unit Awards.A participant who has been granted a restricted stock unit award will not realize taxable income at the time of grant and will not be entitled to make an election under Section 83(b) of the Internal Revenue Code since no stock is actually transferred to the recipient on the date of grant. At the time a restricted stock unit award vests, assuming the award is distributed at that time, the recipient will recognize ordinary income in an amount equal to the fair market value of the common stock or the amount of cash received. If the restricted stock unit award is not distributed at the time it vests, no income will be recognized at that time and taxation will be deferred until the value of the restricted stock unit award is distributed. At the time the recipient recognizes taxable income on a restricted stock unit award, Northwest Bancshares, Inc. will be entitled to a corresponding tax deduction in the same amount recognized by the award recipient.
Deduction Limits. Section 162(m) of the Internal Revenue Code generally limits Northwest Bancshares, Inc.’san entity’s ability to deduct compensation in excess of $1.0 million per year for persons who are “covered employees,” defined, prior to January 1, 2018, as the chief executive officer, and the three other most highly compensated officers (excluding the chief financial officer). The Tax Cuts and Jobs Act (the “Act”) that was, enacted on December 22,in 2017, significantly modified Section 162(m) of the Internal Revenue Code by eliminating the exception from the $1.0 million-dollar limitation for “qualified performance-based compensation.”compensation”. In addition, the Act expanded the definition of “covered employee” to include the chief executive officer, the chief financial officer, the three other most highly paid officers and any employee who has been a covered employee for any fiscal year beginning after December 31, 2016. For tax years commencing on or after January 1, 2018, all compensation which becomes taxable in the year is generally subject to this deduction limit if the aggregate amount of compensation of the covered employee exceeds $1.0 million.
For tax years commencing on or after January 1, 2018, awards granted to a covered employee that are not distributed until after the covered employee’s retirement or other termination of employment remains subject to the $1.0 million deduction limit. We expect that the Compensation Committee will consider these deduction limits in setting the size and the terms and conditions of awards. However, the Compensation Committee may decide to grant awards that exceed the deduction limit.
Withholding of Taxes.Northwest Bancshares, Inc. may withhold amounts from participants to satisfy withholding tax requirements. Except as otherwise provided by the Compensation Committee, participants may have shares withheld from awards or may tender previously owned shares to Northwest Bancshares, Inc. to satisfy tax withholding requirements. If a participant does not pay the tax due in a timely manner, as determined by the Compensation Committee, Northwest Bancshares, Inc. reserves the right to cancel the grant to that participant.
Change in Control.Any acceleration of the vesting or payment of awards under the 20182022 Equity Plan in the event of a change in control may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the Internal Revenue Code, which may subject the participant to a 20% excise tax and preclude deduction by Northwest Bancshares, Inc.
Awards to be Granted
The Board has adopted the 20182022 Equity Plan. If the 20182022 Equity Plan is approved by stockholders, the Compensation Committee intends to meet after such approval to determine the specific terms of the awards, including the allocation of awards to executive officers, employees andnon-employee directors. Awards to be allocated tonon- employee directors are described above under “—Limitations on Awards to Employees and Directors.”Directors”. Otherwise, no specific determination has been made as to the allocation of awards.
Required Vote and Recommendation of the Board
In order to approve the 20182022 Equity Plan, the proposal must receive the affirmative vote of a majority of the votes cast at the Annual Meeting; without regard to either brokernon-votes or abstention.abstentions.
The Board of Directors unanimously recommends that you vote “FOR” the approval of the 20182022 Equity Plan.
Equity Compensation Plan Information
The following table sets forth information regarding outstanding options and shares reserved for future issuance under the Company’s equity compensation plans as of December 31, 2021.
Plan category (1) | Number of shares to be issued upon exercise of outstanding awards | Weighted-average exercise price of outstanding awards ($) | Number of shares remaining available for future issuance under equity compensation plans | |||||||||
Equity compensation plans approved by security holders | 4,380,310 | 14.05 | 187,672 | |||||||||
Equity compensation plans not approved by security holders (2) | — | — | — | |||||||||
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Total | 4,380,310 | 14.05 | 187,672 | |||||||||
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| (1) | This table does not include the 3,500,000 shares to be reserved for issuance under the 2022 Equity Plan if stockholders approve the 2022 Equity Plan at the Annual Meeting. |
| (2) | The Company does not have any equity compensation plans that have not been approved by stockholders. |
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
Our Bylaws provide an advance notice procedure for certain business, or nominations to the Board of Directors, to be brought before an annual meeting of stockholders. In order for a stockholder to properly bring business before an annual meeting, or to nominate a candidate for the Board of Directors, our Secretary must receive written notice not earlier than the 90th day nor later than the 80th day prior to the date of the annual meeting; provided, however, that in the event that less than 90 days’noticedays’ notice or prior public disclosure of the date of the annual meeting is provided to stockholders, then, to be timely, notice by the stockholder must be so received not later than the tenth day following the day on which public announcement of the date of such meeting is first made.
The notice with respect to stockholder proposals that are not nominations for director must set forth as to each matter such stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of such stockholder as they appear on Northwest Bancshares, Inc.’s books and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of capital stock of Northwest Bancshares, Inc. which are owned beneficially or of record by such stockholder and such beneficial owner; (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business; and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
The notice with respect to director nominations must include (i) as to each individual whom the stockholder proposes to nominate for election as a director, (A) all information relating to such person that would indicate such person’s qualification under Article 2, Section Section��12 of our Bylaws, including an affidavit that such person would not be disqualified under the provisions of Article 2, Section 12 of the Bylaws and (B) all other information relating to such individual that is required to be disclosed in connection with solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation; and (ii) as to the stockholder giving the notice, (A) the name and address of such stockholder as they appear on our books and of the beneficial owner, if any, on whose behalf the nomination is made; (B) the class or series and number of shares of capital stock of Northwest Bancshares, Inc. which are owned beneficially or of record by such stockholder and such beneficial owner; (C) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder; (D) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and (E) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director if elected.
The 20192023 Annual Meeting of Stockholders is expected to be held April 17, 2019.19, 2023. Accordingly, advance written notice for certain business, or nominations to the Board of Directors, to be brought before the next annual meeting must be received by our Secretary no earlier than January 17, 201919, 2023 and no later than January 27, 2019.29, 2023. If notice is received prior to January 17, 201919, 2023 or after January 27, 201929, 2023 it will be considered untimely, and we will not be required to present the matter at the stockholders meeting.
Nothing in this Proxy Statement shall be deemed to require us to include in our proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the Securities and Exchange Commission in effect at the time such proposal is received.
In order to be eligible for inclusion in our proxy materials for our 20192023 Annual Meeting of Stockholders, any stockholder proposal to take action at such meeting must be received at our executive office, 100 Liberty Street, Warren, Pennsylvania 16365,3 Easton Oval, Suite 500, Columbus, Ohio, 43219, no later than November 9, 2018.11, 2022. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934.
NOTICE OF A SOLICITATION OF PROXIES IN SUPPORT OF DIRECTOR NOMINEES OTHER THAN THE COMPANY’S NOMINEES
In order to solicit proxies in support of director nominees other than the Company’s nominees for our 2023 Annual Meeting of Stockholders, a person must provide notice postmarked or transmitted electronically to our executive office, 3 Easton Oval, Suite 500, Columbus, Ohio, 43219, or emailing shareholderrelations@northwest.com, no later than March 1, 2023. Any such notice and solicitation shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934.
The Board of Directors is not aware of any business to come before the Annual Meeting other than the matters described above in the Proxy Statement. However, if any matters should properly come before the Annual Meeting, it is intended that the holders of the proxies will act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by Northwest Bancshares, Inc. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of shares of common stock. In addition to solicitations by mail, our directors, officers and employees may solicit proxies personally, by telephone or other forms of communication without additional compensation. Northwest Bancshares, Inc. has retained Laurel Hill Advisory Group, LLC to assist Northwest Bancshares, Inc. in soliciting proxies, and has agreed to pay Laurel Hill Advisory Group, LLC a fee of $7,500 plusout-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation.
Our Annual Report onForm 10-K for the year ended December 31, 20172021 has been mailed or made available online to all stockholders of record as of February 23, 2018.18, 2022. Any stockholder who has not received a copy of such Annual Report may obtain a copy by writing us.
ONLINE DELIVERY OF PROXY AND OTHER MATERIALS
We have elected to utilize Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders on the Internet. We believe that these rules allow us to provide our stockholders with the information they need to vote at our Annual Meeting, while also lowering the costs of delivery and reducing the environmental impact of producing and distributing the related proxy materials.
Since March 9, 2018,11, 2022, the proxy materials for the 20182022 Annual Meeting (which includes the 20172021 Annual Report to Stockholders) have been available at the following web site: www.proxyvote.com. Stockholders who wish to receive a printed copy of the proxy materials available on this web site may request copies in any of the following ways: (i) via the Internet, at www.proxyvote.com; (ii) by telephone, at1-800-579-1639; or (iii) by sending ane-mail to sendmaterial@proxyvote.com. Stockholders who are not eligible to vote at the Annual Meeting may find our 20172021 Annual Report to Stockholders and the Notice of Annual Meeting and Proxy Statement on the Investor Relations portion of our website, www.northwest.com.
We encourage all of our stockholders who have Internet access to receive future proxy materials online rather than through the U.S. mail. By electing to receive our materials electronically, you will be supporting our efforts to add to stockholder value. Other benefits of this service include:
Enjoying easier access to convenient online voting; and
Eliminating bulky paper documents from your personal files.
HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS
We intend to deliver only one Annual Report on Form10-K and Proxy Statement to multiple registered stockholders sharing the same address unless we receive contrary instructions from one or more of the stockholders. If individual stockholders wish to receive a separate copy of the Annual Report or Proxy Statement they may call or write and request separate copies currently or in the future as follows:
Shareholder Relations Northwest Bancshares, Inc. 100 Liberty Street P.O. Box 128 Warren, PA 16365 | ||
Phone: | (814) 728-7263 | |
Email: | shareholderrelations@northwest.com | |
Registered stockholders sharing the same address and receiving multiple copies of Annual Reports or Proxy Statements may request the delivery of a single copy by writing or calling the above address or phone number.
BY ORDER OF THE BOARD OF DIRECTORS |
/s/ Richard K. Laws |
Richard K. Laws |
Executive Vice President, Chief Legal Counsel and Corporate Secretary |
Warren, PennsylvaniaColumbus, Ohio
March 6, 201810, 2022
APPENDIX A
NORTHWEST BANCSHARES, INC.
20182022 EQUITY INCENTIVE PLAN
ARTICLE 1 - GENERAL
Section 1.1Purpose, Effective Date and Term. The purpose of the Northwest Bancshares, Inc. 20182022 Equity Incentive Plan (the “Plan”“Plan”) is to promote the long-term financial success of Northwest Bancshares, Inc. (the “Company”“Company”), and its Subsidiaries, including Northwest Bank (the “Bank”“Bank”), by providing a means to attract, retain and reward individuals who contribute to suchthat success and to further align their interests with those of the Company’s stockholders through the ownership of additional common stockshares of the Company.Company Stock. The Plan also provides eligible Participants with an opportunity to acquire an ownership interest, or otherwise increase their ownership interest, in the Company as an incentive for them to remain in the service of the Company and the Bank. The “Effective Date”“Effective Date” of the Plan shall be the date the Plan satisfies the applicable stockholder approval requirements. It is the intention of the Company that the Awards available under the Plan shall be granted over a period of five years, however, theThe Plan shall remain in effect as long as any Awards are outstanding;provided, however,that no Awards may be granted under the Plan after the day immediately prior to theten-year anniversary of the Effective Date. Upon stockholder approval of this Plan, no further awards shall be granted under either the Northwest Bancorp,Bancshares, Inc. 2008 Stock Option Plan or the Company’s 20112018 Equity Incentive Plan, and those prior planswhich shall remain in existence solely for the purpose of administering outstanding grants.
Section 1.2Administration. The Plan shall be administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Committee”“Board”), in accordance with Section 5.1.
Section 1.3Participation. Each Employee or Director of the Company or any Subsidiary of the Companyindividual who is granted an Award in accordance with the terms of the Plan shall be a “Participant” in the Plan. The grant of Awards shall be limited to Employees and Directors of the Company or any Subsidiary.
Section 1.4Definitions. Capitalized terms used in this Plan are defined in Article 8 and elsewhere in this Plan.
ARTICLE 2 - AWARDS
Section 2.1General. Any Award under the Plan may be granted singularly or in combination with another Award (or Awards). Each Award under the Plan shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as provided by the Committee shall provide with respect to suchthe Award and as evidenced in the Award Agreement. Subject to the provisions of Section 2.8,2.9, an Award may be granted as an alternative to or replacement of an existing Award under the Plan or any other plan of the Company or any Subsidiary or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or its Subsidiaries, including without limitation the plan of any entity acquired by the Company or any Subsidiary. The types of Awards that may be granted under the Plan include:
(a)
| (a) | Stock Options. A Stock Option means a grant under Section 2.2 that represents the right to purchase shares of Stock at an Exercise Price established by the Committee. Any Stock Option may be either an Incentive Stock Option (an |
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Section 2.2 Stock Options.
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| (d) | Prohibition Against Repricing. Except for adjustments pursuant to Section |
| (e) | Prohibition on Paying Dividends. No dividends shall be paid on Stock Options and no Dividend Equivalent Rights may be granted with respect to Stock Options. |
Section 2.3 Restricted Stock Awards.
| (a) | Grant of Restricted Stock. Each Restricted Stock Award shall be evidenced by an Award Agreement that the
Agreement) and/or |
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Section 2.4 Restricted Stock Units.
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| (ii) | The Committee may condition the vesting thereof upon the attainment of one or more performance measures as set forth in an Award issued under Section |
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Section 2.5 Performance Awards.
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each recipient. Performance measures may be based on the performance of the Company as a whole or on any one or more Subsidiaries or business units of the Company or a Subsidiary and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. The terms of an Award may provide that partial achievement of performance measures may result in partial payment or vesting of the award or that the achievement of the performance measures may be measured over more than one period or fiscal year. In establishing any performance measures, the Committee may provide for the exclusion of the effects of the following items, to the extent the exclusion is set forth in the Participant’s Award Agreement and identified in the audited financial statements of the Company, including footnotes, or in the Management’s Discussion and Analysis section of the Company’s annual report or in the Compensation Discussion and Analysis Section, if any, of the Company’s annual proxy statement, including: (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting principles, regulations or laws; or (iv) the effects of expenses incurred in connection with a merger, branch acquisition or similar transaction. To the extent not specifically excluded, such effects shall be included in any applicable performance measure. |
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Section 2.6Vesting of Awards.The Committee shall specify the vesting schedule or conditions of each Award. If the right to become vested in an Award under the Plan (including the right to exercise a Stock Option) is conditioned on the completion of a specified period of Service with the Company or its Subsidiaries (“Service-based”), without achievement of performance measures or other performance objectives being required as a condition of vesting, and without it being granted in lieu of, or in exchange for, other compensation, then the required period of Service for full vesting shall be determined by the Committee and evidenced in the Award Agreement (subject to acceleration of vesting, to the extent permitted by the Committee or set forth in the Award Agreement, in the event of the Participant’s death, Disability, Retirement or Involuntary Termination following a Change in Control). Notwithstanding anything to the contrary herein, except to the extent specified in Section 4.1, at least ninety-five percent (95%) of all Awards under the Plan shall be subject to a vesting requirement of at least one year of Service following the grant of the Award unless accelerated due to death, Disability, Retirement or in connection with an Involuntary Termination at or following a Change in Control.
Section 2.7Effect of Termination of Service on Awards. The Committee shall establish the effect of a Termination of Service on the continuation of rights and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the cause of Termination of Service and type of Award. Unless otherwise specified by the Committee and set forth in an Award Agreement between the Company and the Participant or as set forth in an employment, change in control or severance agreement entered into by and between the Company and/or the Bank and an Employee, the following provisions shall apply to each Award granted under this Plan:
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| (d) | Termination due to Retirement. In the event of Termination of Service due to |
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Section 2.8Deferred Compensation. Subject to approval by the Committee before an election is made, an Award of Restricted Stock Units may be deferred pursuant to a valid deferral election made by a Participant. If a deferral election is made by a Participant, the Award Agreement shall specify the terms of the deferral and shall constitute the deferral plan pursuant to the requirements of Code Section 409A. If any Award would be considered “deferred compensation” as defined under Code Section 409A (“Deferred Compensation”), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally
amend the Plan or the Award Agreement, without the consent of the Participant, to maintain exemption from, or to comply with, Code Section 409A. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Section shall maintain, to the extent practicable, the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. Any discretionary authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an Award which is determined to constitute Deferred Compensation if such discretionary authority would contravene Code Section 409A.
Section 2.9Prohibition Against Option Repricing. Except for adjustments pursuant to Section 3.4, and reductions of the Exercise Price approved by the Company’s stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan, whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Stock Option’s in-the-money value or in exchange for Options or other Awards) or replacement grants, or other means.
Section 2.10Holding Period for Vested Awards. As a condition of receipt of an Award, the Award Agreement may require a Participant to agree to hold a vested Award or shares of Stock received upon exercise of a Stock Option for a period of time specified in the Award Agreement (“Holding Period”). In connection with the foregoing, a Participant may be required to retain direct ownership of such shares until the earlier of (i) the expiration of the Holding Period following the date of vesting or (ii) such person’s termination of employment with the Company and any Subsidiary. The foregoing limitation, if applicable, shall not apply to the extent that an Award vests due to death, Disability or an Involuntary Termination at or following a Change in Control, or to the extent that (x) a Participant directs the Company to withhold or the Company elects to withhold shares of Stock with respect to the vesting or exercise, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of Stock to cover the amount required to be withheld or (y) a Participant exercises a Stock Option by a net settlement, and in the case of (x) and (y) herein, only to the extent of the shares are withheld for tax purposes or for purposes of the net settlement.
ARTICLE 3 – SHARES SUBJECT TO THE PLAN
Section 3.1Available Shares. The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased in the open market or in private transactions.
Section 3.2 Share Limitations.
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of Stock covered by an Award (including Restricted Stock Awards and Restricted Stock Units) under the Plan are not delivered to a Participant or beneficiary for any reason, including because the Award is forfeited or canceled or because a Stock Option is not exercised, then such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. To the extent: (i) a Stock Option is exercised by using an actual or constructive exchange of shares of Stock to pay the Exercise Price; or (ii) shares of Stock are withheld to satisfy withholding taxes upon exercise or vesting of an Award granted hereunder; or (iii) shares are withheld to satisfy the exercise price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall be reduced by the gross number of Stock Options exercised rather than by the net number of shares of Stock issued. |
Section 3.3 Limitations on Grants to Individuals.
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| (b) | Limitations on Grants to Non-Employee Directors.
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Section 3.4 Corporate Transactions.
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and Restricted Stock Units (including, without limitation, cancellation of Stock Options, Restricted Stock Awards and Restricted Stock Units in exchange for thein-the-money value, if any, of the vested portion thereof, or substitution or exchange of Stock Options, Restricted Stock Awards and Restricted Stock Units using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response to changes in applicable laws, regulations, or accounting principles. |
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Section 3.5Delivery of Shares. Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:
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ARTICLE 4 - CHANGE IN CONTROL
Section 4.1Consequence of a Change in Control. Subject to the provisions of Section 3.4 (relating to the adjustment of shares and cancellation of Stock Options in exchange for a cash or stock payment of the in-the-money value), and except as otherwise provided in the Plan and unless the Committee determines otherwise:
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| (d) | Notwithstanding anything in the Plan to the contrary, in the event of a Change in Control in which
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Section 4.2Definition of Change in Control. For purposes of this Plan, the term “Change in Control” shall mean the consummation by the Company or the Bank, in a single transaction or series of related transactions, of any of the following:
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Notwithstanding the foregoing, in the event that an Award constitutes Deferred Compensation, and the settlement of, or distribution of benefits under, such Award is to be triggered solely by a Change in Control, then with respect to such Award, a Change in Control shall be defined as required under Code Section 409A, as in effect at the time of such transaction. |
ARTICLE 5 - COMMITTEE
Section 5.1Administration. The Plan shall be administered by the members of the Compensation Committee of the Company who are Disinterested Board Members. If the Committee consists of fewer than three Disinterested Board Members, then the Board shall appoint to the Committee such additional Disinterested Board Members as shall be necessary to provide for a Committee consisting of at least three Disinterested Board Members. Any members of the Committee who do not qualify as Disinterested Board Members shall abstain from participating in any discussion or decision to make or administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16 of the Exchange Act. The Board (or if necessary to maintain compliance with the applicable listing standards, those members of the Board who are “independent directors” under the corporate governance statutes or rules of any Exchange on which the Company lists, has listed or seeks to list its securities) may, in their discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee.
Section 5.2Powers of Committee. The Committee’s administration of the Plan shall be subject to the following:
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Section 5.3Delegation by Committee. 5.3 Delegation by Committee. Except to the extent prohibited by applicable law, the applicable rules of an Exchange upon which the Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of an Exchange upon which the Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions ofRule 16b-3 promulgated under the Exchange Act, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it, including: (a) delegating to a committee of one or more members of the Board who are not“non-employee directors,” within the meaning ofRule 16b-3, the authority to grant Awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act; or (b) delegating to a committee of one or more members of the Board who would be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed by any national securities exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant awards under the Plan. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards so granted. Any such allocation or delegation may be revoked by the Committee at any time.
Section 5.4 Information to be Furnished to Committee. As may be permitted by applicable law, the Company and its Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and its Subsidiaries as to a Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons
entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.
Section 5.5 Committee Action. The Committee shall hold such meetings, and may make such administrative rules and regulations, as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. Subject to Section 5.1, all actions of the Committee shall be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf.
ARTICLE 6 - AMENDMENT AND TERMINATION
Section 6.1General. The Board may, as permitted by law, at any time, amend or terminate the Plan, and may amend any Award Agreement, provided that no amendment or termination (except as provided in Section 2.7, Section 3.4 and Section 6.2) may cause the Award to violate Code Section 409A, may cause the repricing of a Stock Option, or, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board;provided, however, that, no amendment may (a) materially increase the benefits accruing to Participants under the Plan, (b) materially increase the aggregate number of securities which may be issued under the Plan, other than pursuant to Section 3.4, or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or (c) above is approved by the Company’s stockholders.
Section 6.2 Amendment to Conform to Law and Accounting Changes. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of: (i) conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A); or (ii) avoiding an accounting treatment resulting from an accounting pronouncement or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making of the Award affected thereby, which, in the sole discretion of the Committee, may materially and adversely affect the financial condition or results of operations of the Company. By accepting an Award under this Plan, each Participant agrees and consents to any amendment made pursuant to this Section 6.2 or Section 2.7 to any Award granted under the Plan without further consideration or action.
ARTICLE 7 - GENERAL TERMS
Section 7.1No Implied Rights.
(a) delegating to a committee of one or more members of the Board who are not “Disinterested Board Members,” within the meaning of Rule 16b-3, the authority to grant Awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act; or (b) delegating to a committee of one or more members of the Board who would be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed by any Exchange on which the Company lists, has listed or seeks to list its securities, the authority to grant awards under the Plan. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any awards so granted. Any such allocation or delegation may be revoked by the Committee at any time.
Section 5.4Information to be Furnished to Committee. As may be permitted by applicable law, the Company and its Subsidiaries shall furnish the Committee with data and information as it determines may be required for it to discharge its duties. The records of the Company and its Subsidiaries as to a Participant’s employment, termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons entitled to benefits under the Plan must furnish the Committee any evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.
Section 5.5Committee Action. The Committee shall hold meetings, and may make administrative rules and regulations, as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. Subject to Section 5.1, all actions of the Committee, including the interpretation of provisions of the Plan, shall be final and conclusive and shall be binding upon the Company, Participants and all other interested parties. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf.
ARTICLE 6 - AMENDMENT AND TERMINATION
Section 6.1General. The Board may, as permitted by law, at any time, amend or terminate the Plan, and the Board or the Committee may, at any time, amend any Award Agreement, provided that no amendment or termination (except as provided in Section 3.4 and Section 6.2) may cause the Award to violate Code Section 409A, may cause the repricing of a Stock Option, or, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; provided, however, that, no amendment may (a) materially increase the benefits accruing to Participants under the Plan, (b) materially increase the aggregate number of securities that may be issued under the Plan, other than pursuant to Section 3.4, or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or (c) above is approved by the Company’s stockholders.
Section 6.2Amendment to Conform to Law and Accounting Changes. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of: (i) conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), or (ii) avoiding an accounting treatment resulting from an accounting pronouncement or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making of the Award affected thereby, which, in the sole discretion of the Committee, may materially and adversely affect the financial condition or results of operations of the Company. By accepting an Award under this Plan, each Participant agrees and consents to any amendment made pursuant to this Section 6.2 to any Award granted under the Plan without further consideration or action.
ARTICLE 7 - GENERAL TERMS
Section 7.1 No Implied Rights.
| (a) | No Rights to Specific Assets.Neither a Participant nor any other person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right evidenced by the Award Agreement to the shares of Stock or amounts, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. |
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Section 7.2Transferability. Except as otherwise so provided by the Committee, Stock Options under the Plan are not transferable except: (i) as designated by the Participant by will or by the laws of descent and distribution; (ii) to a trust established by the Participant, if under Code Section 671 and applicable state law, the Participant is considered the sole beneficial owner of the Stock Option while held in trust; or (iii) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, in the case of a transfer within the meaning of this Section 7.2(iii), the Stock Option shall not qualify as an ISO as of the day of transfer. The Committee shall have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided, however, that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of Immediate Family Members or to charitable organizations, and; provided, further, that such transfers are not made for consideration to the Participant.
Awards of Restricted Stock shall not be transferable prior to the time that such Awards vest in the Participant. A Restricted Stock Unit Award is not transferable, except in the event of death, prior to the time that the Restricted Stock Unit Award vests and is earned and the property in which the Restricted Stock Unit is denominated is distributed to the Participant or the Participant’s Beneficiary.
A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.
Section 7.3Designation of Beneficiaries. A Participant may file with the Company a written designation of a beneficiary or beneficiaries under this Plan and may from time to time revoke or amend any such designation. Any designation of beneficiary under this Plan shall be controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant to a domestic relations order); provided, however, in the case of a transfer within the meaning of this paragraph (iii), the Stock Option shall not qualify as an ISO as of the day of such transfer. The Committee shall have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan;provided, however,that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and;provided, further,that such transfers are not made for consideration to the Participant.
Awards of Restricted Stock shall not be transferable prior to the time that such Awards vest in the Participant. A Restricted Stock Unit Award is not transferable, except in the event of death, prior to the time that the Restricted Stock Unit Award vests and is earned and the property in which the Restricted Stock Unit is denominated is distributed to the Participant or the Participant’s Beneficiary.
Section 7.3 Designation of Beneficiaries. A Participant hereunder may file with the Company a written designation of a beneficiary or beneficiaries under this Plan and may from time to time revoke or amend any such designation (“Beneficiary Designation”). Any designation of beneficiary under this Plan shall be controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant to a domestic relations order);provided, however,that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee may determine to recognize only the legal representative of the Participant, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.
Section 7.4Non-Exclusivity. Neither the adoption of this Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval (and any subsequent approval by stockholders of the Company) shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may be deemed desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units and/or Stock Options otherwise than under the Plan and such arrangements may be either generally applicable or applicable only in specific cases.
Section 7.5Award Agreement. Each Award granted under the Plan shall be evidenced by an Award Agreement signed by the Participant. A copy of the Award Agreement, in any medium chosen by the Committee, shall be provided (or made available electronically) to the Participant, and the Committee may, but need not require, that the Participant sign a copy of the Award Agreement. In the absence of a specific provision in the Award Agreement, the terms of the Plan shall control. In the event of a conflict between the terms of an Award Agreement and the Plan, the terms of the Plan will control.
Section 7.6Form and Time of Elections/Notification Under Code Section 83(b). Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require. Notwithstanding anything herein to the contrary, the Committee may, on the date of grant or at a later date, as applicable, prohibit an individual from making an election under Code Section 83(b). If the Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee of the election within ten (10) days of filing notice of the election with the Internal Revenue Service or as otherwise required by the Committee. This requirement is in addition to any filing and notification required under the regulations issued under the authority of Code Section 83(b).
Section 7.7Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other written information upon which the person is acting considers pertinent and reliable, and signed, made or presented by the proper party or parties.
Section 7.8 Tax Withholding.
| (a) | Payment by Participant. Each Participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes included in the gross income of the Participant
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Section 7.9Action by Company or Subsidiary. Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution or unanimous written consent of its board of directors, or by action of one or more members of the Board (including a committee of the board of directors) who are duly authorized to act for the board of directors, or (except to the extent prohibited by applicable law or applicable rules of the Exchange on which the Company lists its securities) by a duly authorized officer of the Company or such Subsidiary.
Section 7.10Successors. All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business, stock, and/or assets of the Company.
Section 7.11Indemnification. To the fullest extent permitted by law and the Company’s governing documents, each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section 5.3, shall be indemnified and held harmless by the Company (i) against and from any loss (including amounts paid in settlement), cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan, and (ii) against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute or regulation. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. The foregoing right to indemnification shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition, provided, however, that, if required by applicable law, an advancement of expenses shall be made only upon delivery to the Company of an undertaking, by or on behalf of such persons to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses.
Section 7.12No Fractional Shares. Unless otherwise permitted by the Committee, no fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award Agreement. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down.
Section 7.13Governing Law. The Plan, all Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to principles of conflict of laws, except as superseded by applicable federal law. The federal and state courts located in the Commonwealth of Pennsylvania, shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Award, each Participant and any other person claiming any rights under the Plan agrees to submit himself or herself and any legal action brought with respect to the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.
Section 7.14Benefits Under Other Plans. Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, non-qualified plan or other benefit plan, Awards to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes of determining the Participant’s benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans maintained by the Participant’s employer. The term “Qualified Retirement Plan” means any plan of the Company or a Subsidiary that is intended to be qualified under Code Section 401(a).
Section 7.15Validity. If any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been included in the Plan.
Section 7.16Notice. Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for in the Plan or in any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid overnight courier to the Company at its principal executive office. Such notices, demands, claims and other communications shall be deemed given:
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In the event a communication is not received, it shall only be deemed received upon the showing of an original of the applicable receipt, registration or confirmation from the applicable delivery service. Communications that are to be delivered by U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s Manager of Human Resources and to the Corporate Secretary, unless otherwise provided in the Participant’s Award Agreement.
Section 7.17 Forfeiture Events, Company Clawback Policies and Other Restrictions.
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| (c) | Trading Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies and procedures, as in effect from time to time. |
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Section 7.18Automatic Exercise. In the sole discretion of the Committee exercised in accordance with Section 5.2(a) above, any Stock Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically exercised, in accordance with procedures established for this purpose by the Committee, but only if the exercise price is less than the Fair Market Value of a share of Stock on such date and the automatic exercise will result in the issuance of at least one (1) whole share of Stock to the Participant after payment of the exercise price and any applicable minimum tax withholding requirements. Payment of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the number of shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise equal to the exercise price and any applicable minimum tax withholding.
Section 7.19Regulatory Requirements. The grant and settlement of Awards under this Plan shall be conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.
ARTICLE 8 - DEFINED TERMS; CONSTRUCTION
Section 8.1 In addition to the other definitions contained herein, unless otherwise specifically provided in an Award Agreement, the following definitions shall apply:
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Notwithstanding the foregoing, in the event an Award is subject to Code Section 409A, then “Good Reason” shall be defined in accordance with Code Section 409A, including the requirement that a Participant gives 60 days’ notice to the Company or the Subsidiary for whom the Participant is employed of the Good Reason condition and the Company or Subsidiary, as applicable, shall have 30 days to cure the Good Reason condition. Any distribution of an Award subject to Code Section 409A shall be subject to the distribution timing rules of Code Section 409A, including any delay in the distribution of such Award, which rules shall be set forth in the Award Agreement.
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| (bb) | “Restriction Period” has the meaning set forth in Section 2.4(b)(iii). |
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written notice to such Board(s) of Directors of thenon-employee Director’s intention to retire. Anon-employee Director who continues in Service as a Director Emeritus or advisory director shall be deemed to be in Service of the Employer for purposes of vesting of Awards and exercise of Stock Options. |
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of Service. If a Participant is a “Specified Employee,” as defined in Code Section 409A and any payment to be made hereunder shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Participant’s Separation from Service. |
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Section 8.2 In this Plan, unless otherwise stated or the context otherwise requires, the following uses apply:
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D66398-P65800-Z81724 KEEP THIS PORTION FOR YOUR RECORDS
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice of Annual Meeting and Proxy Statement, Summary Annual Report, Annual Report on Form 10-K and Proxy Card are available at www.proxyvote.com. |
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D66399-P65800-Z81724
REVOCABLE PROXY
NORTHWEST BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 20, 2022
The signer(s) on the reverse side hereby appoint(s) the official proxy committee, consisting of the entire Board of Directors, with full powers of substitution, to act as attorneys and proxies, to vote all shares of Common Stock of the Company which the signer(s) is/are entitled to vote at the 2022 Annual Meeting of Stockholders (“Meeting”) to be held on April 20, 2022 at www.virtualshareholdermeeting.com/NWBI2022 at 11:00 a.m., Eastern Time. The official proxy committee is authorized to cast all votes to which the signer(s) is/are entitled as indicated on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS STATED ON THE REVERSE SIDE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
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REVOCABLE PROXY
NORTHWEST BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 18, 2018
The signer(s) on the reverse side hereby appoint(s) the official proxy committee, consisting of the entire Board of Directors, with full powers of substitution, to act as attorneys and proxies, to vote all shares of Common Stock of the Company which the signer(s) is/are entitled to vote at the 2018 Annual Meeting of Stockholders ("Meeting") to be held on April 18, 2018 at The Struthers Library Theatre, located at 302 W. Third Avenue, Warren, Pennsylvania, at 11:00 a.m., Eastern Time. The official proxy committee is authorized to cast all votes to which the signer(s) is/are entitled as indicated on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS STATED ON THE REVERSE SIDE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the signer(s) be present and elect to vote at the Meeting or at any adjournment thereof and after notification to the Secretary of the Company at the Meeting of the stockholder’s decision of the stockholder(s) to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of the Company at the address set forth on the Notice of Annual Meeting of Stockholders, or by the filing of a later dated proxy prior to a vote being taken on a particular proposal at the Meeting.
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
3 EASTON OVAL
SUITE 500
COLUMBUS, OH 43219
INSTRUCT BY INTERNET
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Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on April 17, 2022. Have your vote authorization form in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | |||||||
During The Meeting - Go towww.virtualshareholdermeeting.com/NWBI2022 | ||||||||
INSTRUCT BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 17, 2022. Have your vote authorization form in hand when you call and then follow the instructions. | ||||||||
INSTRUCT BY MAIL Mark, sign and date your vote authorization form and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your vote authorization form must be received by 11:59 p.m. Eastern Time on April 17, 2022. | ||||||||
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D66400-P65800-Z81724 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY THIS VOTE AUTHORIZATION FORM IS VALID ONLY WHEN SIGNED AND DATED. |
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TO NORTHWEST BANCSHARES, INC.
NORTHWEST BANK 2015 AMENDED AND RESTATED 401(K) PLAN VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E36583-P01092-Z71632 KEEP THIS PORTION FOR YOUR RECORDS
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| For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||||||||||||||||||||||||||||||||
The Board of Directors recommends you issue voting instructions FOR the following: | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
1. The election as directors of all nominees listed below (except as marked to the contrary at the right). | ||||||||||||||||||||||||||||||||||||||
Nominees: | ||||||||||||||||||||||||||||||||||||||
| 1) Robert M. Campana | ||||||||||||||||||||||||||||||||||||||
| 2) Timothy B. Fannin | ||||||||||||||||||||||||||||||||||||||
| 3) John P. Meegan | ||||||||||||||||||||||||||||||||||||||
| 4) Mark A. Paup | ||||||||||||||||||||||||||||||||||||||
| 5) Pablo A. Vegas | ||||||||||||||||||||||||||||||||||||||
| The Board of Directors recommends you issue voting instructions FOR the following proposals: | For | Against | Abstain | |||||||||||||||||||||||||||||||||||
2. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2022. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
3. An advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
4. The approval of the Northwest Bancshares, Inc. 2022 Equity Incentive Plan. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||||
The undersigned acknowledges receipt from the Company prior to the execution of this vote authorization form of the Notice of the Annual Meeting, a Proxy Statement dated March 10, 2022 and Annual Report on Form 10-K. | ||||||||||||||||||||||||||||||||||||||
Please sign exactly as your name appears hereon. | ||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | |||||||||||||||||||||||||||||||||||||
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NORTHWEST BANCSHARES, INC. CONFIDENTIAL VOTING INSTRUCTION
Solicited on behalf of the Trustee of the Northwest Bank 2015 Amended and Restated 401(k) Plan (401(k) Plan)
I understand that I have the right to direct the Trustee for the 401(k) Plan to vote all shares of Common Stock of Northwest Bancshares, Inc. held in my account in the 401(k) Plan. I have been advised that my voting instructions are solicited for the Annual Meeting of Stockholders of Northwest Bancshares, Inc. to be held on April 20, 2022 or an adjournment or postponement thereof.
If I do not return this form in a timely manner, shares representing my interest in said plan will be voted in the same proportion as shares for which proper instructions have been received. If I direct the Trustee to ABSTAIN, shares representing my interest in the 401(k) Plan will not be voted.
I understand that my voting instructions will be kept confidential. I acknowledge receipt of the Notice of Annual Meeting and Proxy Statement dated March 10, 2022, Summary Annual Report, Annual Report on Form 10-K and theVote Authorization Form.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice of Annual Meeting and Proxy Statement, Summary Annual Report, Annual Report on Form 10-K and Vote Authorization Form are available at www.proxyvote.com.
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NORTHWEST BANCSHARES, INC. CONFIDENTIAL VOTING INSTRUCTIOND66401-P65800-Z81724
Solicited on behalf of the Trustee of the Northwest Bank 2015 Amended and Restated 401(k) Plan (401(k) Plan)
I understand that I have the right to direct the Trustee for the 401(k) Plan to vote all shares of Common Stock of Northwest Bancshares, Inc. held in my account in the 401(k) Plan. I have been advised that my voting instructions are solicited for the Annual Meeting of Stockholders of Northwest Bancshares, Inc. to be held on April 18, 2018 or an adjournment or postponement thereof.
If any other business is brought before the meeting, the vote authorization form will be voted by the Trustee in a manner intended to represent the best interest of participants and beneficiaries of the 401(k) Plan. At the present time, the Trustee knows of no other business to be brought before the meeting.
The Trustee of the 401(k) Plan is hereby authorized to vote my proportionate interest in the 401(k) Plan as indicated on the reverse side. If I do not return this form in a timely manner, shares representing my interest in said plan will be voted in the same proportion as shares for which proper instructions have been received. If I direct the Trustee to ABSTAIN, shares representing my interest in the 401(k) Plan will not be voted.
IF NO INSTRUCTIONS ARE SPECIFIED AND THE VOTE AUTHORIZATION FORM IS RETURNED SIGNED, THE VOTE AUTHORIZATION FORM WILL BE CONSIDERED A VOTE FOR EACH OF THE PROPOSALS STATED ON THE REVERSE SIDE.
I understand that my voting instructions will be kept confidential. I acknowledge receipt of the Notice of Annual Meeting and Proxy Statement, dated March 6, 2018, Audited Financial Statements and the Vote Authorization Form.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Summary Annual Report, Annual Report on Form 10-K and Vote Authorization Form are available at www.proxyvote.com.
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VOTE AUTHORIZATION FORM
NORTHWEST BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 18, 2018
The signer on the reverse side hereby directs the 401(k) Plan Trustee to vote all shares of Common Stock of Northwest Bancshares Inc. held in the signer’s 401(k) Plan account at the 2018 Annual Meeting of Stockholders (“Meeting”) to be held on April 18, 2018 at The Struthers Library Theatre, located at 302 W. Third Avenue, Warren, Pennsylvania,
VOTE AUTHORIZATION FORM
NORTHWEST BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 20, 2022
The signer on the reverse side hereby directs the 401(k) Plan Trustee to vote all shares of Common Stock of Northwest Bancshares, Inc. held in the signer’s 401(k) Plan account at the 2022 Annual Meeting of Stockholders (“Meeting”) to be held on April 20, 2022 at www.virtualshareholdermeeting.com/NWBI2022, at 11:00 a.m., Eastern Time. The 401(k) Plan Trustee is authorized to cast all votes with respect to the shares held in this account as indicated on the reverse side.
THIS VOTE AUTHORIZATION FORM WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, AND THIS VOTE AUTHORIZATION FORM IS RETURNED SIGNED, THIS VOTE AUTHORIZATION FORM WILL BE VOTED FOR EACH OF THE DIRECTORS AND EACH OF THE PROPOSALS STATED ON THE REVERSE SIDE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS VOTE AUTHORIZATION FORM WILL BE VOTED BY THE 401(k) PLAN TRUSTEE IN THE BEST INTEREST OF PARTICIPANTS AND BENEFICIARIES OF THE 401(k) PLAN. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS VOTE AUTHORIZATION FORM IS SOLICITED BY THE 401(k) PLAN TRUSTEE.
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
