March 10, 20209, 2023

Dear Stockholder:

We cordially invite you to attend the 20202023 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 at 11:00 a.m. (Pennsylvania time), Eastern Time on April 22, 2020.19, 2023. You will be able to access the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2023.

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During 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 fourthree directors, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2020, and2023, the consideration of an advisory,non-binding resolution to approve the executive compensation described in the Proxy Statement.Statement and the consideration of an advisory, non-binding proposal with respect to the frequency that stockholders will vote on our executive compensation.

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.considered and for the “1 YEAR” option with respect to the frequency that stockholder will vote on our executive compensation.

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 20192022 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 onlinevia the Internet, mobile or by telephone.phone. 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, mobile or by telephonephone 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,

NORTHWEST BANCSHARES, INC.

100 Liberty Street3 Easton Oval, Suite 500

Warren, Pennsylvania 16365Columbus, Ohio 43219

(814) 726-2140(800) 859-1000

NOTICE OF

20202023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On April 22, 202019, 2023

Notice is hereby given that the 20202023 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 22, 202019, 2023 at 11:00 a.m., Pennsylvania time.Eastern Time. You will be able to access the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2023.

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:

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 21, 2020,17, 2023, 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, MOBILE OR TELEPHONEPHONE 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.

Warren, PennsylvaniaColumbus, Ohio

March 10, 20209, 2023

NORTHWEST BANCSHARES, INC.

TABLE OF CONTENTS

Proxy Statement

NORTHWEST BANCSHARES, INC.

100 Liberty Street3 Easton Oval, Suite 500

Warren, Pennsylvania 16365Columbus, Ohio 43219

(814) 726-2140(800) 859-1000

20202023 ANNUAL MEETING OF STOCKHOLDERS

April 22, 202019, 2023

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 20202023 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 22, 2020,19, 2023, 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 13, 2020.10, 2023. You will be able to access the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2023.

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 21, 202017, 2023 are entitled to one vote for each share then held. As of February 21, 2020,17, 2023, there were 106,934,228127,048,193 shares of common stock issued and outstanding. The virtual 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” 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.”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” the ratification; (ii) vote “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” the resolution; (ii) vote “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 advisory, non-binding proposal with respect to the frequency that stockholders will vote on our executive compensation, a stockholder may: (i) select that stockholders consider the proposal every “1 YEAR”; (ii) select that stockholders consider the proposal every “2 YEARS”; (iii) select that stockholders consider the proposal every “3 YEARS”; or (iv) ”ABSTAIN” from voting on the proposal. Generally, approval of any matter presented to stockholders requires the affirmative vote of a majority of the votes cast. However, because this vote is advisory and non-binding, if none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by Northwest Bancshares, Inc.’s stockholders. Even though this vote 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, the Board of Directors will take into account the outcome of this vote in making a determination on the frequency that advisory votes on executive compensation will be included in our proxy statements.

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

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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 telephonevia the Internet, mobile or online.phone. 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” 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 13, 2020.10, 2023.

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 21, 2020,17, 2023, 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.

REVOCATION OF PROXIES

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 byvia the Internet, mobile or telephonephone 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.Meeting and for the “1 YEAR” option with respect to the frequency that stockholder will vote on our executive compensation.

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,3 Easton Oval, Suite 500, Columbus, Ohio 43219, or by returning a duly executed proxy bearing a later date by mail, or voting on a later date byvia the Internet, mobile or telephone,phone, as described on your Proxy Card. The presence at the virtual Annual

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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 consistsis expected to consist of ten members.11 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. FourThree 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 Sonia M. Probst,Pablo A. Vegas, Louis J. Torchio and William F. McKnight and Ronald J. SeiffertW. Harvey, Jr. to serve as directors for three-year terms and David M. Tullio to serve as director forterms. Each individual is currently aone-year term. Ms. Probst, Mr. McKnight and Mr. Seiffert are currently members member of the Board of Directors. Mr. Tullio was recommended to the Nominating Committee for consideration by Director Philip M. Tredway.

The table below sets forth certain information regarding our nominees and the composition of our Board of Directors as of February 21, 202017, 2023 (with age information as of December 31, 2019)2022), 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 21, 2020.17, 2023. 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				Current term to expire				Shares of common stock beneficially owned (2)				Percent of class
NOMINEES
Sonia M. Probst			61			Director			2011				2020				84,608	(3)			*
William F. McKnight			68			Director			2013				2020				56,005	(4)			*
Ronald J. Seiffert			62			Chairman of the Board, President and Chief Executive Officer			2018				2020				43,282	(5)			*
David M. Tullio			54			None			N/A				N/A				500				*
DIRECTORS CONTINUING IN OFFICE
Deborah J. Chadsey			62			Director			2012				2021				52,002	(6)			*
Timothy M. Hunter			57			Director			2015				2021				56,232	(7)			*
John P. Meegan			60			Director			2010				2022				139,202	(8)			*
Timothy B. Fannin			66			Director			2013				2022				41,434	(9)			*
Robert M. Campana			60			Director			2015				2022				46,612	(10)			*
Mark A. Paup			54			Director			2016				2022				19,092	(11)			*
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
William W. Harvey, Jr.			53			Senior Executive Vice President, Chief Financial Officer			N/A				N/A				266,391	(12)			*
Steven G. Fisher			62			Senior Executive Vice President, Chief Innovation Officer			N/A				N/A				405,025	(13)			*
Louis J. Torchio			57			Executive Vice President, Retail Lending			N/A				N/A				16,316	(14)			*
John J. Golding			56			Executive Vice President, Consumer and Business Banking			N/A				N/A				26,615	(15)			*
All directors, nominees and executive officers as a group (15 persons) (16)																	1,302,128	(17)			1.2	%

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(footnotes from previous page)

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Directors and Nominees

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.

Ronald J. Seiffertjoined Northwest in November 2017 as President and Chief Operating Officer of Northwest Bank and Northwest Bancshares, Inc. He was promoted to the position of President andRobert M. Campana is Chief Executive Officer of Northwest Bank and Northwest Bancshares, Inc. in June 2018, appointed to the Board of Directors of Northwest 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 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 BS 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 Executive Officer.

Robert M. Campana has been the owner of Campana Development, a real estate development company, in Lorain, Ohio, since January 2000. He is also the presidentand Chief Executive Officer of Campana Capital, a real estate developmentventure capital 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, following the acquisition, as well as in setting corporate strategy and compensation matters.

Deborah J. Chadseyis an attorney who has practiced law 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.courts and the United States Supreme Court. 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 East Central Region 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. Fannin is 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 BA degree in Business/Public Administration and holds an MBA from Clarion University of Pennsylvania. He was formerly certified in both business valuations 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 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. Hunter has been President and Chief Executive Officer of McInnes Rolled Rings 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. He has previously served as Chairman of the Manufacturer and Business

Association of Erie, Pennsylvania. Mr. Hunter is a CPA having worked for Ernst & Young in Philadelphia, Pennsylvania, and holds a BA 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. McKnight has been the Controller 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 BA degree in Business Administration from Drake University and is a CPA 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. Meegan is Executive Vice President and Chief Operating Officer of Hefren-Tillotson, Inc., a Pittsburgh-based investment management firm. Prior to joining Hefren-Tillotson he held various senior level positions with both regional and national brokerage firms. Mr. Meegan previously served as a director of Prestige Bank, which was acquired by Northwest Bank in 2002 and has served on Northwest Bank’s Southwest Region Advisory Board since that time. Mr. Meegan is a CPA, having worked for KPMG LLP in New York City, and holds a degree in Economics from Amherst College and an MBA from New York University. He also serves as Chairman 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.

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. Mr. Paup has served as Vice President of Sales and Marketing, National Sales Manager, European Sales Manager and Global Marketing 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. Probst is 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 and child day care facilities serving western Pennsylvania. In this highly regulated healthcare environment, she served as Compliance Officer and developed and oversaw the Compliance Program. In addition, she was responsible for: strategic planning; development; revenue growth; compensation and benefit structures; financial and regulatory audits; and investment management of pension, 403(b) and depreciation funds. Ms. Probst earned a BA degree from Lebanon Valley College and an MSW from West Virginia University. She also serves on the Warren County Chamber of Business and Industry Board of Directors and the Steering Committee for “Leadership Warren County.” Ms. Probst brings to the Board firsthand experience in managing compliance, finance and operations in a diverse, highly regulated, multiple service organization.

David M. Tulliois the President and Chief Executive Officer of Custom Engineering Company and Lamjen, Inc., both of which are located in Erie, Pennsylvania, and Venango Machine Company located in Wattsburg, Pennsylvania. For over 30 years, Mr. Tullio has worked in various management positions within the manufacturing industry and assumed his current role at Custom Engineering in 1997. He currently serves on the boards of the Pennsylvania Chamber of Business and Industry, the Northwest Pennsylvania Industrial Resource Center, the Enterprise Development Center of Erie County, the Erie Downtown Development Corporation, as well as the Erie Community Foundation. Mr. Tullio holds a BS degree in Industrial Engineering from Northwestern University and an MBA from Behrend College of Pennsylvania State University. Mr. Tullio brings to the Board extensive experience in the manufacturing and technology companies as well as deep community and board involvement.

Executive Officers who are not Directors

The principal occupation during the past five years of each of our executive officers, other than Mr. 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 serving as Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer for Northwest Bank and Northwest Bancshares, Inc. He was formerly Executive Vice President 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 CPA in the Commonwealth of Pennsylvania and holds a BA 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. Mr. Harvey’s long and successful career with the company and vast experience with all facets of its operations as well as his involvement in shareholder relations, strategic planning and mergers and acquisitions make him well qualified to be our Chief Operating Officer as well as our Chief Financial Officer and a member of the Board of Directors.

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Steven G. FisherTimothy M. Hunterhas been employed byPresident and Chief Executive Officer of McInnes Rolled Rings in Erie, Pennsylvania, since 2003. He has served on the Board of the Erie Regional Chamber and Growth Partnership. He is a past Chairman of the Manufacturer and Business Association and the Erie Community Foundation. Mr. Hunter is a CPA having worked for Ernst & Young in Philadelphia, Pennsylvania, and holds a BA degree in Accounting from Villanova University. He has been an Advisory Board Member for the Erie market of Northwest Bank since 1983,2013. 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.

John P. Meegan is 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 Senior Executive Vice President and Chief Innovation Officer. He was formerly Executive Vice PresidentOperating Officer of Hefren-Tillotson Inc., a Pittsburgh based Broker/Dealer and Chief Revenue OfficerRegistered Investment Advisor for 16 years and priorhas had numerous executive positions with both regional and national financial services companies. In these roles, he gained valuable oversight, financial, and risk management skills. Mr. Meegan, a CPA, brings these skills to that, Senior Vice President of Operations of Northwest Bank.the Board and its committees. Specifically, Mr. FisherMeegan’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 enhances his financial and operational expertise. Mr. Meegan holds a BA degree in Business Administration from West Virginia WesleyanAmherst College and is a graduate of thean MBA from New York University Graduate School of Banking atBusiness.

Mark A. Paup is the President and Chief Executive Officer for Zippo Manufacturing Company, and W.R. Case and Sons Cutlery Company, both headquartered in Bradford, Pennsylvania. He is also the President and Director for Northern Lights Enterprises located in Wellsville, New York. Mr. Paup has served as Vice President of Sales and Marketing, National Sales Manager, European Sales Manager and Global Marketing Director since his career with Zippo began in 1994. He is a member of the Board of Directors of ZIPCORP, as well as serves as Chairman of Classic Zippo (Beijing) Commercial Co., Ltd. and Zippo Asia, Ltd. Additionally, he serves as President and Director of Zippo International Inc. Mr. Paup has been a member of Northwest Bank’s McKean County Advisory Board since 2010. In 2022, Mark was named to the board of directors for The Philo and Sarah Blaisdell Foundation located in Bradford. His other community commitments include Bradford Area Alliance which is led by regional CEOs who strive to improve economic development in McKean County, Neighborhood Partnership Program for revitalization of the Bradford, Pennsylvania community, and the University of Wisconsin-Madison.Pittsburgh of Bradford Advisory Board. Mr. Paup’s extensive experience in the areas of sales, marketing, and strategic planning assist the Board in its oversight of Northwest’s organic growth initiatives and strategic direction.

Louis J. Torchio has been employed by was appointed as President and Chief Executive Officer of both Northwest Bancshares, Inc. and Northwest Bank sinceand as a member of the Boards of Directors of both entities in August 2022. He joined Northwest in 2018, and currently servesmost recently serving as Senior Executive Vice President, Retail Lending. Prior to joining Northwest, Bank, Mr. Torchio served as Senior Vice President of Residential and Consumer Lending at Delaware County Bank for two yearsBank. Active in both his community and prior to that served as Executive Vice President at CNB Bank. He also has served in various senior leadership positions for Charter One Bank, Bank One, Prudential Home Mortgage and Mellon Bank.profession, Mr. Torchio formerly held various community board positions, as well as senior management and executive committee positions at several large regional and community banking organizations. Mr. Torchio is a demonstrated leader and manager with extensive experience building organizations through both organic practice and strategic acquisitions. He holds a BA degreeBachelor of Science in Business Administration and Computer Programmingbusiness administration with a minor in computer programming from Fairmont State University, as well as an MBA in finance and financial management services from Franklin University. Mr. Torchio’s vast experience at both large and small institutions provides the breadth of knowledge needed to both lead the Company and be a MBAmember of its Board of Directors.

David M. Tullio is the President and Chief Executive Officer of Custom Engineering Company and Lamjen, Inc., both of which are located in Erie, Pennsylvania, and Venango Machine Company located in Wattsburg, Pennsylvania. For over 30 years, Mr. Tullio has worked in various management positions within the manufacturing industry and assumed his current role at Custom Engineering in 1997. He currently serves on the boards of the Enterprise Development Center of Erie County as well as the Erie Community Foundation. Mr. Tullio holds a BS degree in FinanceIndustrial Engineering from Northwestern University and Financialan MBA from Behrend College of Pennsylvania State University. Mr. Tullio 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 President and Chief Executive Officer of ERCOT, headquartered in Austin, Texas. He has a long history of service in the electric and gas industries as well as in management consulting. Prior to ERCOT, Mr. Vegas was Executive Vice President, Chief Operating Officer and President of Utilities for NiSource, Inc. Mr. Vegas has served in several roles, including Chief Customer Officer, Executive Vice President Gas Segment and President of the Columbia Gas Group with NiSource. Prior to 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 career in regulated utilities, he held senior leadership positions with IBM, PwC and Andersen Consulting. Mr. Vegas is the past-Chairman for One Columbus and also served on the Board of Trustees for the American Gas Foundation. Mr. Vegas attended the Advanced Management ServicesProgram at Harvard Business School and holds a BS degree in Mechanical Engineering from Franklin University.the University of Michigan. Mr. Vegas brings to the Board expertise in regulated gas and electric industries and extensive experience in profit and loss optimization, strategic planning, technology innovation and environmental sustainability initiatives.

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John J. Golding has been employed by Northwest Bank since 2016, most recently as Senior Executive Vice President, Consumer and Business Banking. He was formerly Executive Vice President, Business 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 Small Business Banking as well as Senior Vice President and Retail Banking Director with First Niagara Bank. Prior to First Niagara Bank, Mr. Golding worked for Wachovia Bank where he held several senior leadership positions in Mortgage, Business and Retail Banking. Mr. Golding holds a BA degree in Business Management and Business Administration from North Carolina Wesleyan College.

Mark T. Reitzes has been employed by Northwest since 2019, most recently as Senior Executive Vice President, Commercial Banking. Prior to joining Northwest, Mr. Reitzes served in 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. Reitzes 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 CPA in the Financial Institutions practice. Mr. Reitzes is a graduate of the University of 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.

Scott J. Watson has been employed by Northwest since 2019, most recently as Executive Vice President, Chief Information Officer. Mr. Watson has an extensive and deep 30 year career in bank information technology and operations. Prior to joining Northwest, Mr. Watson served as Senior Vice President, Chief Information Officer with Cape Cod Five, Orleans, Massachusetts. Mr. Watson has also served in various leadership positions with USAA, Wells Fargo, and Wachovia. Mr. Watson holds a BA degree in Business Administration from Kent State University and is a graduate from the CBA Executive Banking School.

Board Diversity

The following table provides the diversity statistics of Northwest Bancshares, Inc.’s Board of Directors as of December 31, 2022. The information provided below was based on voluntary information self-identified by each member of the Board of Directors.

Board Independence

The Board of Directors has determined that Directors Campana, Chadsey, Davis, Fannin, Hunter, McKnight, Meegan, Paup, Probst, Tullio and TredwayVegas are, and nominee Tullio will be, “independent” within the meaning of the Nasdaq corporate governance listing standards. Mr. Seiffert isTorchio and Mr. Harvey are not independent by virtue of being an employee of Northwest Bank. Mr. Tredway currently serves as the Lead Director. In this capacity, Mr. Tredway chairs the meetingsemployees of the independent directors and other meetings of the Board when the Chairman is excused or absent. Mr. Tredway also acts as liaison between the Chairman and the independent directors. On April 22, 2020 Director Timothy B. Fannin will assume the Lead Director role upon Mr. Tredway’s retirement.Company.

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 in the amountVarious companies, where Director Davis is a partner, have commercial loans and commercial lines of $7,137 from Northwest Bank, directly and indirectly, during the year ended December 31, 2019. Kavinoky Cook, LLP ceased providing legal services to Northwest Bank in 2019 and will not provide any such services going forward.credit. Director Fannin has an unsecured line of credit. Director McKnight has a residential mortgage loan. Director Meegan has a credit card. Director Paup has a residential mortgage and anhome equity loan.loans. Director ProbstTullio has a residential mortgage. Director Tredway has a credit card.mortgage and home equity line of credit. Additional loans (including residential mortgage loans, lines of credit and credit cards) have been made to related persons of Directors Campana, Chadsey, Hunter, McKnight, Paup Probst and Tredway.Tullio.

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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:

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 boardBoard of Directors 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 at least 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 board 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, Nominating, Risk Management, Governance, Trust andExecutive, Innovation and Technology, Committees. Mr. Seiffert, our Chairman of the Board, PresidentNominating and Chief Executive Officer, is a member of the Executive, ComplianceCorporate Governance, Risk Management and Trust Committees. During the year ended December 31, 2019,2022, the Board of Directors of Northwest Bancshares, Inc. met at 12 regular meetings and held onethree special meeting.meetings that were conducted either in-person or by way of video conferencing. 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 Audit, Compensation Audit and Nominating Committees. Mr. Tredway isand Corporate Governance Committees as of January 1, 2023. Directors Sonia M. Probst and William F. McKnight are retiring, effective at the annual meeting.Annual Meeting.

The duties and responsibilities of the Audit, Compensation Audit and Nominating and Corporate Governance Committees are as follows.

Audit Committee. Each member of the Audit Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange Commission Rule 10A-3. The Board of Directors has determined that each of

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Compensation Committee. Each member of the Compensation Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange Commission Rule10C-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, 2019.

The purpose of the Compensation Committee is to, among other things, evaluate:

In furtherance of these objectives, the Compensation Committee is responsible, among others, for:

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 2022, the Compensation Committee elected to directly utilize Pearl Meyer a& Partners, LLC (“Pearl Meyer”), an independent executive compensation consultant,consulting firm, for an independent review of director and executive officer compensation, including benefits and equity awards.

Audit Committee. Each member of the Audit Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange Commission Rule10A-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.” Our 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 For the year ended December 31, 2019.    

The duties and responsibilities2022, we incurred $148,000 of the Audit Committee include, among other things:fees for their compensation consulting services.

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retaining, overseeingNominating and evaluating an independent registered public accounting firm to audit our annual financial statements;

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 statementProxy Statement for the 20192022 Annual Meeting of Stockholders.IfStockholders.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 20212024 Annual Meeting of Stockholders, is no later than September 9, 2020.6, 2023.

The submission must include the following information:

A nomination submitted by a stockholder for presentation by the stockholder at an annual meetingAnnual Meeting of stockholdersStockholders 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:

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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, except for one, attended our prior year’s Annual Meeting of Stockholders.

Policy 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.

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 absent unavoidable scheduling conflicts. All of our then-current directors attended our prior year’s annual meeting of stockholders.

Code of Ethics

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.

Audit Committee Report

The Audit Committee has issued a report that states as follows:

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, 20192022 for filing with the Securities and Exchange Commission.

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This report has been provided by the Audit Committee, which consists of Directors Meegan, (Chairperson), Campana, Chadsey,who serves as Chairperson, Fannin, Hunter, McKnight Paup, Probst and Tredway.Tullio.

Delinquent Section 16(a) ReportsBeneficial 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 on Form10-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. Former Executive Vice President and Chief Credit Officer Michael G. Smelko filed two delinquent Forms 4 in 2019, one to report a sale of common stock owned indirectly through Northwest Bank’s 401(k) plan and one to report the award of common stock and stock options. Based on our review of such ownership reports, we believe that no other 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, 2019.2022.

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, Chadsey, 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, 2019,2022, or is a former officer of Northwest Bancshares, Inc. Except as described below for DirectorsDirector Campana, McKnight, Paup and Probst, none of the members of the Compensation Committee had any relationship requiring disclosure under “—Transactions with Certain Related Persons.”Persons”.

During the year ended December 31, 2019,2022, (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.

Compensation Committee Report

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, Chadsey, Fannin, Hunter, McKnight, Meegan, Paup and Tredway.

Compensation Discussion and Analysis

This discussion does not include information with respect to former President and CEO, Ronald J. Seiffert, as Mr. Seiffert passed away May 24, 2022, and information with respect to payments made in connection with his passing are reflected in the Summary Compensation Table and the footnotes thereto.

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:

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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:

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:

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 be approximately between 15% below to 15% above the market median for fully qualified and experienced employees.See “—Market Comparisons.” employees.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.

Compensation Consultant. During 2022, the Compensation Committee retained Pearl Meyer, an independent executive compensation consulting firm, to provide comprehensive consulting services to the Compensation Committee, including to:

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

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Compensation Program.Compensation paid to our executive officers for 20192022 consisted of market-based salary and performance-based annual cash bonuses, stock option awards andas well as restricted stock units and performance based stock unit 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 depositloan 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 100, or 4%, 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. Seiffert,Torchio, Harvey, Golding and FisherReitzes participate in a supplemental retirement plan and Messrs.Mr. Harvey and Fisher participateparticipates in a senior management life insurance plan.

Please refer to the “Summary Compensation Table” for compensation information regarding these benefits for 2019.2022. 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 be approximately between 15% below to 15% above the market median for fully qualified and experienced employees. For the year ended December 31, 2019,2022, we usedutilized financial services survey data from McLagan in reviewing compensation for substantially all employees, including executive officers.

McLagan 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.

On an annual basis, with assistance from Pearl Meyer, the company conducts a benchmarking and peer group exercise with the Compensation Committee. In December 2022, Pearl Meyer presented a review of the Company’s peer group using publicly traded U.S. banks with assets as of December��31, 2022 ranging from approximately 50% to 200% of the Company’s asset size. The McLagan survey data is based onCompensation Committee considered the following“compatibility” and “comparability” of each company when selecting the 2022 peer group. The Compensation Committee reviewed, among other things, each peer company’s asset size, earnings, portfolio mix, 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 companies primarilythe group in terms of asset size. In 2022, several banks were removed either due to merger and acquisition activity or for dissimilar business model reasons. The table below details 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.established peer group:

We also used the following peer group, identified by Pearl Meyer, in determining market compensation for our executive officers:

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 Salary. 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 for their position. Specifically,Typically, base salaries range between 80%82% 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”, “commendable” or “good”, which are the top three 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, experience, 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

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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, 2019,2022, and their actual base salaries, were as follows:

Increases in base salaries for our Named Executive Officers were based uponon their position within their salary range and receivingperformance rating, as determined by the following performanceBoard, among various ratings which were the latest ratings available at the time base salaries were determined: Mr. Seiffert – distinguished; Mr. Harvey – distinguished; Mr. Fisher – distinguished; Mr. Torchio – distinguished; and Mr. Golding – distinguished.ranging from did not meet expectations to consistently exceeds expectations. As of April 1, 2022, each executive was deemed to have performed above expectations or consistently exceeded expectations.

Annual Cash Incentive.Incentive. We provide performance-based cash incentive awards to over 400 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.factors as well as a comparison against a predetermined peer group. For the year ended December 31, 2019,2022, 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, 2022 were: return on average assets, return on average equity, return on average tangible equity, growth in earnings per shareefficiency ratio, and retail depositloan growth. Individual performance ratings also are considered when determining the actual payout amount. 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.

The Management BonusAnnual Performance Award Plan sets forth five 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%13.8% of base salary, the target level (Target) resulting in cash incentive payments of up to 55% of base salary and the highest level (Level 5)(Maximum) resulting in cash incentive payments up to 30%82.5% 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%13.8%, 20%55% and 30%82.5% of base salary, respectively, are as follows:

		Bonus level under Management Bonus Plan
Performance measure		Level 1 (10% of base salary)		Level 3 (20% of base salary)		Level 5 (30% of base salary)
Return on average assets		0.70% to 0.79%		0.90% to 0.99%		Greater than 1.09%
Return on average equity		5.00% to 6.99%		9.00% to 9.99%		Greater than 10.99%
Return on average tangible equity		6.00% to 7.99%		10.00% to 11.99%		Greater than 12.99%
Percentage growth in earnings per share		8.00% to 8.99%		10.00% to 10.99%		Greater than 11.99%
Retail deposit growth		1.00% to 1.99%		3.00% to 3.99%		Greater than 4.99%

		Bonus level under Annual Performance Award Plan
Performance measure		Weighting				Threshold				Target				Maximum
Return on Average Assets			25	%			0.60	%			1.19	%			1.33	%
Return on Average Equity			25	%			5.40	%			10.79	%			11.54	%
Efficiency Ratio			25	%			66.23	%			57.84	%			54.08	%
Loan Growth			25	%			5.21	%			10.42	%			15.41	%

The target level for bonuses for our Named Executive Officers for the year ended December 31, 2019 (level 32022 (Target in the table above)below), and their actual bonuses, based upon their most recent performance ratings for the year ended December 31, 2022, were as follows:

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, 2019,2022, the Compensation Committee did not adjust actual results.exercise discretion or make any adjustments to the overall performance levels achieved.

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For 2019,2022, operating results were as follows:

Based on the performance measurements reviewed, without assigning any specific weightings to any one factor, the Compensation Committee determined on a discretionary basis, that the management bonusannual performance award 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 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 20182022 Equity Incentive Plan is to advancepromote the interestslong-term financial success of Northwest Bancshares, Inc. and its stockholderssubsidiaries, including Northwest Bank, by providing managementa means to attract, retain and outside directors, upon whose judgment, initiative and efforts thereward individuals who contribute to that success of our business largely depends, with an additional incentive to perform in a superior manner. The plan was designed to reward seniority as well as longevity and to attract and retain peoplefurther align their interests with those of experience and ability.the Company’s stockholders through the ownership of shares of Company stock.

The 20182022 Equity Incentive Plan in addition to prior stock benefit plans, was approved by stockholders. The intention of the Compensation Committee with respect to the 20182022 Equity Incentive Plan is to distribute a total of approximatelyup to 3,500,000 stock options and approximately 1,500,000 shares of restricted stock to key employees and directors, with all grants based upon the level of responsibility, performance and performance levelsmarket pricing of the roles of those eligible. The Compensation Committee determines which executives will receive stock awards as well as type, size and restrictions on the awards.

In 2019, 612,210 stock options2022, the Compensation Committee granted long-term incentive compensation that is balanced between retention and 281,100 sharesforward-looking performance incentives. The Committee granted awards to senior executives that used a combination of restricted stock were granted underunits and performance share units. The Compensation Committee believes that this combination coupled with meaningful stock ownership requirements will ensure that executives are focused on shareholder value and the 2018 plan. These awards vest over seven-years, withlong-term success of the firstCompany. The grants consisted of two components, weighted as follows:

The number of units was calculated using the per share closing price of the Company’s common stock on the daygrant date approved by the Board. Executives may earn the performance share unit portion of the grant. Under the 2018 plan, 1,991,830 stock options and 804,570 shares of restricted stock remain available for grant. It is the intention oftheir awards by achieving certain metrics as established by the Compensation Committee that, under the 2018 plan, the total awards should be distributed over five years. We do not require a minimum holding period for restricted stock awards or shares received upon the exercise of stock options.three-year performance period.

Grants of stock awards to an individual are based primarily on the individual’s level of responsibility, their performance, and market pricing for their performance.individual role. Individual performance is evaluated using certain general elements applicable to all employees, including problem solving, communication, leadershipaccountability, collaboration, customer experience, mentoring/coaching, and teamwork, as well as job specific elements.continuous improvement. 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. SeiffertTorchio – strategic, operational and profitability considerations; Mr. Harvey – strategic, financial records/reporting, administrative, facilities and profitability considerations; Mr. FisherGolding – strategic, tactical,consumer banking, administrative and profitability considerations; Mr. TorchioReitzes – strategic, retailcommercial lending, treasury management, administrative and profitability considerations; and Mr. GoldingWatson – strategic, consumer and business banking,information systems, 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’s overall performance, which factors in how the officer performed in their areas of responsibility. The same rating system thatgrant value is usedbased off of a percentage of base determined by market and peer group comparisons for base salary increases is used to determine grants of stock awards. For the year ended December 31, 2019, each Named Executive Officer was granted awards under our 2018 Equity Incentive Plan based upon their “distinguished” individual performance ratings.role.

During the year ended December 31, 2019,2022, under the 20182022 Equity Incentive Plan, the Compensation Committee granted stock options and shares of restricted stockawards to employees, with different amounts given for different roles and levels of responsibility within our organizationorganization. Mr. Torchio, Harvey, Golding, Reitzes and differentWatson were awarded 7,110, 9,016, 6,658, 6,658 and 5,178 restricted stock units, respectively, and 7,110, 9,016, 6,658, 6,658 and 5,178 performance ratings, based upon the employee’s most recent performance review. However, the amounts of stock options and sharesunits. In addition, Mr. Harvey was awarded an additional 5,230 of restricted stock that couldunits during 2022 for his service as interim CEO.

In 2022, the Company awarded a total of 41,206 restricted stock awards (“RSAs”) to the independent directors, which fully vest one year from the grant date, a total of 163,142 restricted stock units (“RSUs”) to certain employees, which vest over a three-year

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period with the first vesting occurring one year from the grant date, and a total of 150,027 performance awards (“PSUs”) to certain employees. Under the 2022 plan, 3,074,002 shares remain available for grant. The Key Performance Indicator (KPI) utilized to measure performance relative to the peer group is relative Return on Average Assets (rROAA). The number of PSUs earned at the end of the three-year performance period will be received were not determined prior tobased on the attainment of performance levels, including threshold, target, and maximum, and associated payouts will be established at the beginning of the applicable performance evaluation period. Mr. Seiffert was awarded 24,000 stock optionscycle. Threshold performance will be achieved at the 25th percentile of the approved compensation peer group, Target performance at the 50th percentile of the peer group, and 11,250 restricted shares as a resultMaximum performance is at the 75th percentile of a “distinguished”the peer group. At the end of each performance rating. Similarly, Mr. Harveycycle, actual performance and Mr. Fisher were each awarded 15,470 stock options and 7,250 restricted shares as a result of “distinguished” performance ratings. Mr. Torchio and Mr. Golding were each awarded 12,480 stock options and 5,850 restricted shares as a result of “distinguished” performance ratings. The Compensation Committee would have granted the Named Executive Officers 50% fewer awardsresulting payouts will be determined. Performance below “threshold” for a “commendable” ratinggiven performance measure will result in forfeiture of the respective PSUs; performance at or above “maximum” for a given performance measure will result in payout equal to 150% of the respective target PSUs. Performance between threshold, target, and no awards had anymaximum will be determined using straight line interpolation and rounded up to the nearest whole number of these individuals received lower performance ratings.PSUs.

As a condition to receiving an annual performance-based equity cash 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 members of the Board 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 of 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 their 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.

In addition, in the case of performance share units, each award is subject to clawback by the 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 Seiffert,Torchio, Harvey, Golding and FisherReitzes and change in control agreements with certain other executive officers, including Named Executive OfficersOfficer Watson. Revised agreements were executed for Mr. Torchio based on his new role as President and Golding.Chief Executive Officer and Mr. Harvey based on his new role as Chief Operating Officer and Chief Financial Officer. 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 a two-year period for Messrs. Seiffert and Harvey, for Mr. Fisher, a fixed term agreement through January 12, 2022, and the Changechange in Control Agreementscontrol agreements are for aone-year period. Renewable agreementsAgreements 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.”

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 certain individuals whose benefits under the defined benefit plan are limited by restrictions contained in the Internal Revenue Code. See “—Supplemental Executive Retirement Plan.” All of our employeesPlan”. Employees who have attained age 21 are also eligible to make elective deferrals to our 401(k) plan. However, one year of service in which an employee performs a 1,000 hours of service must be met before becomingEmployees are eligible for the company match.Safe Harbor matching contribution on the first day of the month following the month in which 90 days of credited service is completed. We provide matching contributions equal to 100% of an eligible employee’s 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

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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 20192022 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 over 82%77% 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”).proposal. At our 2017 Annual Meeting of Stockholders, our stockholders recommended that we hold aSay-on-Pay Vote on an annual basis. OurCompensationOurCompensation Committee considered the recommendation of the stockholders at our previous 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 meetingAnnual Meeting of stockholdersStockholders until the next Frequency Vote, which will occur no later than ouris occurring at the 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.

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