March 12, 20218, 2024

Dear Stockholder:Shareholder:

We cordially invite you to attend the 20212024 Annual Meeting of StockholdersShareholders of Northwest Bancshares, Inc., the parent company of Northwest Bank. The Annual Meeting will be held virtually this year at 11:00 a.m. (Pennsylvania time), Eastern Time on April 21, 2021 due to the current social distancing challenges caused by COVID-19.18, 2024. You will be able to attendaccess the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2021.NWBI2024.

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. After 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 available to respond to any questions that stockholdersshareholders may have.

The business to be conducted at the Annual Meeting includes the election of four directors, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2021,2024 and the consideration of an advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement.

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.shareholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each matter to be considered.

Under rules established by the Securities and Exchange Commission, we sent the majority of those stockholdersshareholders who are eligible to vote at the Annual Meeting a notice that explains how to access their proxy materials, including our 20202023 Annual Report, online, rather than in traditional printed form. The notice also explains the steps our eligible stockholdersshareholders can follow in order to vote their shares onlinevia the Internet, mobile or by telephone.phone. If you are among the stockholdersshareholders 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 virtually during the Annual Meeting, but will assure that your vote is counted if you are unable to attend the Annual 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

20212024 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

To Be Held On April 21, 202118, 2024

Notice is hereby given that the 20212024 Annual Meeting of StockholdersShareholders of Northwest Bancshares, Inc. will be held virtually on April 21, 202118, 2024 at 11:00 a.m., Pennsylvania time.Eastern Time. You will be able to attendaccess the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2021.NWBI2024.

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. StockholdersShareholders of record at the close of business on February 22, 2021,20, 2024, are the stockholdersshareholders 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 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 VIRTUALLY DURING THE ANNUAL MEETING.

Warren, PennsylvaniaColumbus, Ohio

March 12, 20218, 2024

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

20212024 ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

April 21, 202118, 2024

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 20212024 Annual Meeting of StockholdersShareholders of Northwest Bancshares, Inc., which will be held virtually on April 21, 2021,18, 2024, at 11:00 a.m., Pennsylvania time,Eastern Time, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of StockholdersShareholders and this Proxy Statement are first being mailed to stockholdersshareholders on or about March 12, 2021.8, 2024. You will be able to attendaccess the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2021.NWBI2024.

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 22, 202120, 2024 are entitled to one vote for each share then held. As of February 22, 2021,20, 2024, there were 126,949,388127,112,705 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 broker non-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 stockholdershareholder 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 broker non-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 stockholdershareholder 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 broker non-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 stockholdershareholder 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 broker non-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 non-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 provided in Section D of Article 5 of our Articles of Incorporation, record holders of shares owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of our common stock are not entitled to vote any shares held in excess of this 10% limit. Subject to certain exceptions, a person is deemed to beneficially own shares owned by an affiliate of, as well as by persons acting in concert with, such person. The Board of Directors of Northwest Bancshares, Inc. is authorized to construe and apply the provisions of Section D of Article 5 of the Articles of Incorporation, and to make all determinations it deems necessary or desirable to implement them, including determining the number of shares beneficially owned by any person and whether a person is an affiliate of or has an arrangement or agreement with another person, and to demand certain information from any person who is reasonably believed to beneficially own stock in excess of the 10% limit and reimbursement for all expenses incurred by Northwest Bancshares, Inc. in connection with an investigation conducted by the Board of Directors pursuant to the provisions of Article 5, Section D of the Articles of Incorporation.

If you have selected a broker or other intermediary to hold your common stock rather than having them directly registered with our transfer agent, American Stock Transfer &Equiniti 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 stockholdersshareholders via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”(“Notice”) to our stockholdersshareholders 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 information contained in the Company’s Proxy Statement and Annual Report to Stockholders,shareholders, as well as how to cast a vote. StockholdersShareholders 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 stockholdersshareholders by March 12, 2021.8, 2024.

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 22, 2021,20, 2024, 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

StockholdersShareholders 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.

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 Meeting of any stockholdershareholder who had given a proxy shall not revoke such proxy unless the stockholdershareholder votes 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 eleven members.12 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 approximately one-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. Four 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 Deborah J. Chadsey, Wilbur R. Davis, Timothy M. Hunter and David M. Tullio to serve as directors for three-year terms. Ms. Chadsey, Mr. Davis, Mr. Hunter and Mr. Tullio areEach individual is currently membersa member of the Board of Directors.

The table below sets forth certain information regarding our nominees and the composition of our Board of Directors as of February 22, 202120, 2024 (with age information as of December 31, 2020)2023), 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 22, 2021.20, 2024. We have adopted a policy that prohibits our insiders from (1)(i) pledging of 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)(ii) 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.

(footnotes from previous page)

Directors and Nominees

The biographies of each of the nominees and continuing board members below containscontain 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. Seiffert joined 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 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. Chadsey is an attorney who has practiced law since 1989. She is 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 CEOChief 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”Time”, sought-after speaker and training consultant with over 30 years of leadership experience. Prior to co-founding Ontario Systems, he gained financial, engineering, and software systems experience with MutualBank and General Motors. He currently serves as a board member for a number of organizations, including IU Health Ball Memorial HospitalEast 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.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.

Louis J. GoldingTorchio was appointed as President and Chief Executive Officer of both Northwest Bancshares, Inc. and Northwest Bank and as a member of the Boards of Directors of both entities in August 2022. He joined Northwest in 2018, most recently serving as Senior Executive Vice President, Retail Lending. Prior to Northwest, Mr. Torchio served as Senior Vice President of Residential and Consumer Lending at Delaware County Bank. Active in both his community and 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 BS in business 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 member 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 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.

Pablo A. Vegas has served as the President and Chief Executive Officer of the Electric Reliability Council of Texas (“ERCOT”), headquartered in Austin, Texas since 2022. 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., located in Columbus, Ohio. 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 Program at Harvard Business School and holds a BS degree in Mechanical Engineering from 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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Amber L. Williams is Senior Vice President, Deputy General Counsel at Bath & Body Works, headquartered in Columbus, Ohio. With more than 20 years of experience in corporate law, she most recently served as VP Legal, Global Ethics & Compliance with Bath & Body Works and L Brands. Prior to joining L Brands, she held a variety of corporate counsel roles with Walmart, including Senior Associate General Counsel positions in two divisions, US Compliance and Real Estate Operations. She also served as Senior Counsel for NextiraOne, LLC. Active in organizations that serve the community, Ms. Williams serves on the board of the Center for WorkLife Law and previously was on the board of the Greater Columbus Chapter of the American Red Cross. She earned her juris doctor degree from the University of Texas School of Law, Austin, Texas, and her bachelor’s degree in English from Oakwood University, Huntsville, Alabama. Ms. Williams brings to the Board extensive experience as a corporate lawyer and strategist in consumer-facing companies, as well as specialization in corporate ethics and compliance.

Executive Officers who are not Directors

The principal occupation during the past five years of each of our executive officers, other than Mr. Torchio and Mr. Harvey, is set forth below.

Gregory J. Betchkal has been employed by Northwest Banksince 2023, as Executive Vice President, Chief Risk Officer. Before joining Northwest he most recently served as Chief Risk Officer of Bread Financial Holdings, Inc., starting in 2017. Mr. Betchkal is a graduate of The Ohio State University College of Law and began his career as a securities regulator. Upon leaving the public sector, he served as Chief Compliance Officer for several broker/dealers including ING’s Advisor Network. He joined Citigroup where he served in Compliance leadership positions in both the U.S. and Europe. Mr. Betchkal then joined KeyBank in Cleveland, serving at various times as the Chief Compliance Officer, Chief Operational Risk Officer and Chief Enterprise Risk Officer.

John J. Golding has been employed by Northwest since 2016, most recently as Senior Executive Vice President, Chief Consumer and Business Banking.Banking Officer. 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. ReitzesScott J. Watson has been employed by Northwest Bank since 2019, most recently as Senior Executive Vice President, Commercial Banking.Chief Information Officer. Mr. Watson has an extensive and deep 30 year career in bank information technology and operations. Prior to joining Northwest, Bank, 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 CEO of Cheviot Savings Bank. His background also includes supervisory regulatory experience with The Office of Thrift Supervision (OTS) 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.

Louis J. Torchio has been employed by Northwest Bank since 2018 and currently serves as Senior Executive Vice President, Retail Lending. Prior to joining Northwest Bank, Mr. TorchioWatson served as Senior Vice President, of Residential and Consumer Lending at Delaware County Bank for two years and prior to that served as Executive Vice President at CNB Bank. HeChief Information Officer with Cape Cod Five, Orleans, Massachusetts. Mr. Watson has also has served in various senior leadership positions for Charter One Bank, Bank One, Prudential Home Mortgagewith USAA, Wells Fargo, and Mellon Bank.Wachovia. Mr. TorchioWatson holds a BA degree in Business Administration and Computer Programming from FairmontKent State University and is a MBA degree in Finance and Financial Management Servicesgraduate from Franklin University.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, 2023. 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, ProbstTullio Vegas and TullioWilliams are, “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. Fannin currently serves as the Lead Director. In this capacity, Mr. Fannin chairs the meetingsemployees of the independent directors and other meetings of the Board when the Chairman is excused or absent. Mr. Fannin also acts as liaison between the Chairman and the independent directors.Company.

In determining the independence of the directors and the nominees listed above, the Board of Directors reviewed the transactions reported under “—Transactions“Transactions With Certain Related Persons,” below, as well as the following transactions and relationships, none of which are required to be reported under “—Transactions“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, andloans. Kavinoky Cook, LLP, where sheDirector Chadsey is a law partner, has a commercial line of credit. Director Davis has a residential mortgage andVarious companies, where heDirector Davis is a partner, have various commercial loans and commercial lines of 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 an equity loan. Director Probst has a residential mortgage loan. Director Tullio has a residential 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 and Probst.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:

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 Rule 10C-1. Such committee members also must not receive, directly or indirectly, fees in excess of $10,000 per year from us other than fees for service as a director. Subsequent to beginning service on the Compensation Committee, Director Mark Paup married a non-executive employee of Northwest Bank, as described in “Transactions With Certain Related Persons.” The Board of Directors does not believe that this relationship negatively effects Mr. Paup’s independence with respect to service on the Compensation Committee. 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, 2020.

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. During 2020,2023, the Compensation Committee elected to utilizeutilized 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 Rule 10A-3. The Board of Directors has determined that each of Messrs. Fannin, Hunter, McKnight and Meegan qualifies as an “audit committee financial expert” as that term is used in the rules and regulations of the Securities and Exchange Commission. Information with respect to the experience of Messrs. Fannin, Hunter, McKnight and Meegan is included in “—Directors.” 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, 2020.

The duties and responsibilities2023, we incurred $179,000 of the Audit Committee include, among other things:fees for their compensation consulting services.

considering whether certain relationships with the independent registered public accounting firmNominating and services not related to the annual audit and quarterly reviews is consistent with maintaining the independent registered public accounting firm’s independence;

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 personal 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.Shareholders.The Nominating and Corporate Governance Committee has adopted procedures for the submission of recommendations for director nominees by stockholders.shareholders. There have been no material changes to these procedures since they were previously disclosed in Northwest Bancshares, Inc.’s proxy statementProxy Statement for the 20202023 Annual Meeting of Stockholders.Shareholders.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. Stockholdersshareholders. Shareholders 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 20222025 Annual Meeting of Stockholders,Shareholders, is no later than September 8, 2021.4, 2024.

The submission must include the following information:

A nomination submitted by a stockholdershareholder for presentation by the stockholdershareholder at an annual meetingAnnual Meeting of stockholdersShareholders must comply with the procedural and informational requirements described in our Bylaws.

StockholderShareholder Communications with the Board.A stockholdershareholder 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 stockholdershareholder 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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This report has been provided by the Audit Committee, which consists of Directors Meegan, (Chairperson), Campana,who serves as Chairperson, Chadsey, Davis, Fannin, Hunter McKnight, Probst and Tullio.

2023 Business Highlights. Throughout 2023, despite industry-wide challenges, we experienced solid growth and stability across key financial metrics. Total assets reached $14.419 billion by December 31, 2023, marking a $305.8 million increase from the previous year. This growth was underpinned by a $494.4 million increase in gross loans receivable, which rose to $11.415 billion, demonstrating a strategic focus on loan portfolio expansion.

Amidst industry funding and liquidity challenges, we successfully navigated the landscape, culminating in a 4.5% increase in total deposits, reaching $11.980 billion by the end of 2023. This achievement not only underscores our ability to maintain a stable and diversified deposit base but also reflects our capacity to adapt and grow during challenging market conditions. We continue to lead our peers with one of the lowest cost of funds and while maintaining one of the lowest uninsured deposit bases in the nation at less than 25% of total deposits (less than 12% when excluding intercompany and collateralized deposits) with an overall average deposit balance of less than $17,000 per account.

In tandem with our asset and deposit growth, net income for the year increased by $1.3 million, reaching $135.0 million, or $1.06 per diluted share, when earnings for the banking sector generally declined. Furthermore, we delivered solid returns on average shareholders’ equity and assets, with annualized returns for 2023 at 8.94% and 0.95%, respectively, showcasing our commitment to delivering value to our shareholders. Additionally, our net interest income grew by $15.0 million, reaching $435.7 million for the year, which reflects our ability to effectively manage the interest rate environment and optimize our balance sheet.

Despite the macroeconomic challenges, our asset quality remains stable with overall delinquency at approximately 0.82% and 90-day delinquency at just 0.22%. And our capital levels remain strong with Tangible Common Equity (“TCE”) of 8.30% and all regulatory capital ratios comfortably above “Well Capitalized” levels providing flexibility for future growth and capital management strategies.

2023 Compensation Highlights. Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. Based on this reviewour performance and discussion,consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2023:

Best Compensation Practices & Policies. We also believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our shareholders and executives:

Shareholder Say-on-Pay Vote. In accordance with the rules of the Securities and Exchange Commission, at our 2023 Annual Meeting of Shareholders, we held an advisory, non-binding vote to approve the compensation of our NEOs as described in the proxy statement (commonly referred to as a “Say-on-Pay Vote”), which vote received over 96% of the votes cast in favor of the proposal; and an advisory, non-binding vote on the frequency of the Say-on-Pay Vote in the future (“Frequency Vote”). At our 2023 Annual Meeting of Shareholders, our shareholders also recommended that we hold a Say-on-Pay Vote on an annual basis. Our Compensation Committee considered the recommendation of the shareholders at our previous Annual Meeting of Shareholders in reviewing executive compensation and in determining the frequency of future Say-on-Pay Votes and has determined to include the Board of Directors that the “Compensation Discussion and Analysis” be includedSay-on-Pay Vote in our Proxy Statement.proxy materials for each Annual Meeting of Shareholders until the next Frequency Vote, which is occurring no later than the 2029 Annual Meeting of Shareholders.

This report has been provided

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What Guides Our Program

Executive Compensation Philosophy and Objectives.Our executive compensation philosophy is driven by the Compensation Committee, which consistsfollowing guiding principles that underpin the critical connections between performance, long-term value creation, talent management, compensation governance and our cultural values:

Elements of Directors Hunter (Chairperson), Campana, Chadsey, Davis, Fannin, McKnight, Meegan, Paup, Probst and Tullio.Pay: Total Direct Compensation. Our executive compensation philosophy is supported by the following principal elements of pay:

Compensation Discussion and Analysis

Executive Summary. As discussed in greater detail below, ourPay Mix. The executive 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:

we have limited perquisites.

Following selection and approval by the Compensation Committee of the peer group of companies primarilylisted in the financial services industry. We do not selecttable, the companies used by McLagan. Instead, these areCompany was positioned near the companies that respond to McLagan as partmedian of their survey.the group in terms of asset size.

The Annual Performance AwardManagement Bonus Plan sets forth three levels of corporate performance targets, with the lowest level (Threshold) resulting in cash incentive payments to the Named Executive OfficersNEOs in amounts ranging from no bonus0% to 35%150% of base salary, and the highest level (Maximum) resulting in cash incentive payments up to 105% of base salary basedtarget depending on role. The performance targets which could result in maximum cash incentive payments of 35%, 70% and 105% of base salary, respectively, are as follows:actual performance.

The target level for bonuses for our Named Executive Officers for the year ended December 31, 2020 (Target in the table above), and their actual bonuses, were as follows:

The Compensation Committee also has discretion under the Annual Performance AwardManagement Bonus Plan to make adjustments toadjust the overall performance level achieved to include or exclude the effect of extraordinary, unusual or non-recurring items, changes in tax or accounting rules or the effect of mergers or acquisitions. ForThese adjustments aim to maintain fairness to both participants and shareholders, while also fostering actions that promote the year ended December 31, 2020,long-term health of the business and align with predetermined performance goals.

In light of the challenging macroeconomic landscape faced by regional financial institutions in 2023—including rising interest rates, fallout from bank failures, increased credit costs and compressed net interest margins—the Company made key strategic decisions during 2023 to help mitigate the economic headwinds and better position Northwest going forward. The Compensation Committee considered the negative impact on earnings for COVID-19 related provision for credit losses, MutualBank acquisition-related costs, including the additional CECL related provision, and expenses related to branch optimization. In addition, the Compensation Committee considered the extraordinary efforts performed by the employees during an unprecedented pandemic, including the closing and conversion of MutualBank, the largest acquisitionfollowing actions in the company’s history, the implementation of CECL, the origination of approximately $500 million in paycheck protection program loans, the successful subordinated debt offering, completion of the branch optimization strategy and the resumption of common stock repurchases.determining final award payouts, which included:

For 2020, operating results were as follows:

Based

Recognizing that the performance measurements reviewed, along withabove strategic actions were not part of the considerations mentioned above,target-setting process at the beginning of 2023, the Compensation Committee determined that performance against the original targets didn’t appropriately reflect the Company’s actual performance achievements for 2023. The Committee also considered Company’s performance at approximately 85% of its original net income budget despite the liquidity disruption in the marketplace which caused a significant increase in industry funding costs due to the unprecedented duration of the inverted yield curve, impact on margin, and the three bank failures which drove uncertainty within the mid-sized regional banking segment. As a discretionary basis,result, the Compensation Committee elected to fund the Management Bonus at 85% of each NEO’s applicable bonus target.

Management Bonus Payouts. Based on the above results, the Compensation Committee determined that the management bonusbonuses should be paid at a level between the Threshold and Target levels for all Named Executive Officers.NEO, as summarized in the table below:

As a condition to receiving an annual performance-baseda management bonus cash incentive, award, our Named Executive OfficersNEOs 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.

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Long-Term Stock-Based Compensation. 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 people of experience and ability.

The same rating system that is used for base salary increases is used to determine grantsnumber of stock awards. ForPSUs earned at the year ended December 31, 2020, each Named Executive Officer was granted awards under our 2018 Equity Incentive Planend of the three-year performance period will be based upon their “consistently exceeded” individualon the attainment of performance ratings.

During the year ended December 31, 2020, under the 2018 Equity Incentive Plan, the Compensation Committee granted stock optionslevels, including threshold, target, and shares of restricted stock to employees, with different amounts given for different levels of responsibility within our organizationmaximum, and different performance ratings, based upon the employee’s most recent performance review. However, the amounts of stock options and shares of restricted stock that couldassociated payouts will be received were not determined prior toestablished at the beginning of the applicable performance evaluation period. Mr. Seiffert was awarded 24,000cycle as follows:

Performance below “threshold” for a given performance measure will result in forfeiture of the respective PSUs. 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 Maximum performance is at the 75th percentile of the peer group. At the end of each performance cycle, actual performance and the resulting payouts will be determined. Performance between threshold, target, and maximum will be determined using straight line interpolation and rounded up to the nearest whole number of PSUs.

Other Practices, Policies & Guidelines

Stock Ownership Guidelines. Our Board of Directors has adopted stock optionsownership guidelines for our NEOs and 11,250 restricted shares asour non-employee directors, which must be achieved during a result of a “consistently exceeded” performance rating. Similarly, Mr. Harvey, Mr. Golding and Mr. Torchio were each awarded 15,470 stock options and 7,250 restricted shares as a result of “consistently exceeded” performance ratings. Mr. Reitzes was awarded 7,735 stock options and 3,625 restricted shares as a result of “consistently exceeded” performance rating.

As a condition to receiving an annual performance-based equity incentive award, our Named Executive Officers agree that any award isfive-year phase-in period after the NEO or director first becomes subject to recoverythe guidelines. The Board believes these guidelines further align our NEOs’ and our non-employee directors’ interests with the interests of our shareholders. The minimum equity ownership guidelines for our continuing NEOs and our non-employee directors are as follows:

If the ownership requirement has not been met by us if the executive’s actions during that fiscal year that resulted in paymentfifth anniversary of the awarddate the NEO became subject to the ownership requirement multiple, then 100% of net shares acquired annually from employee equity awards must be retained until requirements are deemed bymet. Shares that count towards the ownership requirement include shares owned and vested and unvested RSUs. Non-Qualified Stock Options, whether vested or unvested, and unvested PSUs do not count towards the ownership requirement. All NEOs currently meet the stock ownership requirements.

Clawback Policy. On November 15, 2023 the Board of Directors adopted a Clawback Policy, which adheres to be illegal, unsafethe listing standards of the Nasdaq and the rules of the Securities and Exchange Commission (“SEC”). This policy requires recoupment of certain cash and equity incentive compensation paid to or unsound or resulteddeferred by certain executives in the event the Company is required to prepare an elevated risk profile beyondaccounting restatement due to material noncompliance with any financial reporting requirement under the tolerances established byfederal securities laws. Under the Clawback Policy, recoupment is required if the Board determines that incentive-based compensation received by an executive exceeds the amount of Directors.incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts.

No Pledging or Hedging Company Securities. We have adopted a policy that prohibits our insiders from (i) 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 (ii) 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.

Retirement Plans. Substantially all of our employees hired prior to August 1, 2020, including our NEOs, are eligible to participate in our tax-qualified defined benefit plan, which is intended to provide a monthly retirement benefit. See “Defined Benefit Plan.”

Effective January 1, 2024, all employees who have attained age 18 are also eligible to make elective deferrals to our 401(k) plan. Employees are eligible for the 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 compensation.

We have also adopted a non-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. Messrs. Torchio, Harvey and Golding participate in the supplemental executive retirement plan. See “Supplemental Executive Retirement Plan.”

Other Benefits and Perquisites. Executive officers participate in the same employee benefits programs generally available to all employees. Mr. Harvey participates in a Senior Managers’ Life Insurance Plan. See “Life Insurance Coverage.”

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Employment Agreements/Change in Control Agreements.We have entered into employment agreements with Named Executive Officers Seiffert,NEOs Torchio, Harvey and Golding Reitzes and Torchio.change in control agreements with NEOs Betchkal and Watson. 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. 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 OfficersNEOs under certain scenarios with respect to these agreements, see “Employment Agreements/Change in Control Agreements” and “Potential Payments to Named Executive Officers.”Officers”.

Retirement Plans.Substantially allImpact of our employees, including our Named Executive Officers, hired prior to August 1, 2020 are eligible to participate in our tax-qualified defined benefit plan, which is intended to provide an annual retirement benefit. See “Defined Benefit Plan.” We have also adopted a non-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 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 becoming eligible for the company match. 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. Accounting.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

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 grant value is based off of a percentage of base determined by market and peer group comparisons for each role.

During the year ended December 31, 2020,2023, under the 2022 Equity Incentive Plan, the Compensation Committee granted stock awards to employees, with different amounts given for different roles and (ii) rankinglevels of responsibility within our organization. Messrs. Torchio, Harvey, Betchkal, Golding and Watson were awarded 23,438, 16,407, 13,032, 6,528 and 5,077 RSUs, respectively, and 23,438, 16,407, 13,032, 6,528 and 5,077 PSUs. In addition, Mr. Betchkal was awarded an additional 22,339 of RSUs during 2023 as a one-time, new-hire equity grant.

In 2023, the Company awarded a total of 33,048 RSAs to the independent directors, which fully vest one year from the grant date, a total of 385,751 RSUs to certain employees, which vest over a three-year period with the first vesting occurring one year from the grant date, and a total of 176,623 PSUs to certain employees. Under the 2022 plan, 2,407,254 shares remain available for grant. The Key Performance Indicator (“KPI”) utilized to measure performance relative to the peer group is rROAA. The number of PSUs earned at the end of the three-year performance period will be based on the attainment of performance levels, including threshold, target, and maximum, and associated payouts will be established at the beginning of the performance cycle. 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 Maximum performance is at the 75th percentile of the peer group. At the end of each performance cycle, actual performance and the resulting payouts will be determined. Performance below “threshold” for a given 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 maximum will be determined using straight line interpolation and rounded up to the nearest whole number of PSUs.

As a condition to receiving an annual performance-based equity incentive award, our NEOs agree that any award is subject to recovery by all taxable earnings asus if the executive’s actions during that fiscal year that resulted in payment of December 31, 2020.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.

Total compensation for this median employee was determinedIn addition, in the same mannercase of PSUs, each award is subject to clawback by the Company as may be required by applicable law, SEC or NASDAQ rule or regulation or the “Total Compensation” shown for our CEO in the Summary Compensation Table. There were no cost-of-living adjustments, full-time equivalent adjustments, or annualization in the calculation of these amounts.

In determining the median employee, we included approximately 275 employees who work less than 1,000 hours per year and do not receive the complete line of benefits offered to full-time employees.Company’s clawback policy.

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Executive Compensation

The following table sets forth, for the three years ended December 31, 2020,2023, certain information as to the total remuneration we paid to Mr. Seiffert,Torchio, who serves as our Chairman of the Board, President and Chief Executive Officer,CEO, Mr. Harvey, who serves as our Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer and our threefour other most highly compensated executive officersNEOs at December 31, 2020.2023. Information is also provided with respect to Mr. Reitzes, who served as our Senior Executive Vice President, Commercial Banking, and was no longer an executive as of December 31, 2023.