WSBC.NASDAQWesbanco INC

DEF: Wesbanco's 2025 Proxy Statement Reveals Executive Compensation Details and Board Nominees

Sentiment:

Proxy Statement

📋All filings for Wesbanco INC
🔒Login to Follow

Wesbanco's 2025 proxy statement outlines key proposals for the annual shareholder meeting, including director elections, executive compensation, and auditor ratification.

Capital raiseIn August of 2024, the Corporation raised $200 Million in common equity through the issuance of 7.3 Million shares in a private placement to strengthen capital in anticipation of the acquisition of Premier.

Summary

  • Wesbanco's proxy statement details the agenda for the annual meeting of stockholders to be held on April 16, 2025.
  • The meeting will address the election of ten directors, an advisory vote on executive compensation, and the ratification of Ernst & Young, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
  • The Board of Directors recommends voting in favor of the director nominees, the executive compensation, and the ratification of Ernst & Young, LLP.
  • As of March 3, 2025, Wesbanco had 95,670,246 shares of common stock outstanding.
  • The proxy statement includes information on beneficial owners of more than 5% of the common stock, with The Vanguard Group, Inc. owning 5,978,371 shares (8.9%) and BlackRock, Inc. owning 5,355,688 shares (8.0%).
  • The document provides details on the ownership of securities by directors, nominees, and officers, including restricted stock and stock options.
  • The proxy statement discusses transactions with directors and officers, including credit relationships and legal services provided by Phillips, Gardill, Kaiser & Altmeyer, PLLC, where Director Denise Knouse-Snyder is a member.
  • The document outlines the compensation philosophy and objectives, components of executive compensation, and the administration of the executive compensation program.
  • The Compensation Committee uses a peer group of 15 regional banks to benchmark executive compensation.
  • The proxy statement includes a summary compensation table, grants of plan-based awards, outstanding equity awards, option exercises, pension benefits, and deferred compensation details for named executive officers.
  • The document also covers potential payments upon termination or change in control, the CEO pay ratio, and environmental, social, and governance practices.
  • The proxy statement details the composition and responsibilities of the Board of Directors and its committees, including the Audit Committee, Compensation Committee, and Nominating Committee.
  • The document includes information on the independent registered public accounting firm, Ernst & Young LLP, and the fees paid for audit, audit-related, and tax services.

Sentiment

Score: 7

Explanation: The document is factual and informative, presenting a balanced view of Wesbanco's governance, compensation, and performance. The tone is professional and optimistic, reflecting confidence in the company's direction.

Positives

  • The Board of Directors is committed to strong corporate governance, with a high percentage of independent directors.
  • Wesbanco has a strong record of community development lending and employee volunteerism.
  • The Compensation Committee actively reviews and adjusts executive compensation to align with performance and market standards.
  • The company has a clawback policy in place for incentive compensation.
  • Wesbanco has a comprehensive Code of Business Conduct and Ethics.
  • The company has a strong record of CRA ratings, receiving eight consecutive 'Outstanding' ratings since 2003.

Negatives

  • The proxy statement reveals that the TSR of the Corporation's common stock for the 2022-2024 Performance Period was equal to the 41% percentile of the TSR Peer Group, resulting in no shares being earned for the 2022-2024 Performance Period.

Risks

  • Related party transactions, such as legal services provided by a firm where a director is a member, could present potential conflicts of interest.
  • Economic downturns or changes in the banking industry could impact Wesbanco's financial performance and executive compensation.
  • Failure to maintain strong internal controls and compliance programs could lead to regulatory issues and financial losses.
  • Cybersecurity threats and data breaches could disrupt operations and damage the company's reputation.
  • The company's success is dependent on retaining key executives and attracting new talent.

Future Outlook

The document includes forward-looking statements related to the election of directors, executive compensation, and the appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Management Comments

  • Jeffrey H. Jackson, President and Chief Executive Officer, stated, 'We look forward to the shareholders meeting and welcome the opportunity to discuss the business of your company with you.'

Industry Context

The document benchmarks Wesbanco's executive compensation against a peer group of 15 regional banks, providing insight into how the company's compensation practices compare to industry standards.

Comparison to Industry Standards

  • The Compensation Committee uses a peer group of 15 regional banks from approximately $13.3 Billion to $30 Billion in total assets to benchmark executive compensation.
  • The peer group includes Ameris Bankcorp (ABCB), Atlantic Union Bkshs Corp. (AUB), Community Bank System Inc. (CBU), First Merchants Corp. (FRME), First Financial Bancorp. (FFBC), Independent Bank Corp. (INDB), OceanFirst Financial Corp. (OCFC), Fulton Financial Corp. (FULT), Sandy Spring Bancorp Inc. (SASR), Renasant Corp. (RNST), TowneBank (TOWN), Trustmark Corp. (TRMK), United Bankshares Inc. (UBSI), NBT Bancorp Inc. (NBTB), United Community Banks Inc. (UCBI).
  • The document notes comparable performance ratios based on core earnings for 2023 with a ROAA of 0.98% compared to the peer groups median of 1.13% and core return on average tangible common equity of 13.36% compared to the peer groups median of 14.56%.

Related Party Transactions

  • Denise Knouse-Snyder, a Director, is a member of Phillips, Gardill, Kaiser & Altmeyer, PLLC, which serves as the Corporations primary outside legal counsel and its General Counsel, as the Corporation does not maintain an internal legal staff.
  • Fees aggregating $2,468,670 were paid to the law firm for legal services rendered to the Corporation and its affiliates during the year, which amount represented approximately 52% of the total amount paid to all law firms retained in 2024.

Stakeholder Impact

  • The proxy statement provides information relevant to shareholders, employees, customers, and the communities Wesbanco serves.
  • The document outlines the company's commitment to environmental, social, and governance practices, which can impact various stakeholders.

Next Steps

  • Stockholders are requested to sign and date the enclosed form of Proxy and return it in the enclosed postage-paid envelope at their earliest convenience.
  • The Annual Meeting of the Stockholders of Wesbanco, Inc. (Wesbanco) will be held in the Shenandoah Room at Wilson Lodge, Oglebay Resort and Conference Center, Wheeling, West Virginia, 26003, on Wednesday, April 16, 2025, at 12:00 Noon E.D.T.

Key Dates

DateDescription
2003Start of Wesbanco Bank's consecutive 'Outstanding' ratings on federal CRA examination.
August 1, 2007Defined Benefit Plan closed to new participants.
February 2007Formal written policy with respect to related party transactions adopted.
August 7, 2008Related party transactions policy revised.
2010D. Bruce Knox was appointed to the Board pursuant to the merger agreement with Oak Hill Financial, Inc.
2010Louis M. Altman has served as a member of the Board of Directors of the Corporation since February 28, 2025. He served as a member of the Board of Directors of Premier and its predecessors from 2010 to February 2025.
2011Lisa A. Knutson served as Chief Administrative Officer from 2011 to 2017.
May 2011Kerry M. Stemler previously served as Chairman of the Board of Your Community Bank from May 2011 until its merger with the Corporation on September 9, 2016.
2012Michael J. Crawford currently serves as Senior Vice President of AssuredPartners of Kentucky and formerly served as Managing Director from 2012 to 2019.
2012Robert H. Friend joined the Corporation in July 2012.
January 2013Robert J. Fitzsimmons served as a West Virginia State Senator from January 2013 through 2015.
2013Rosie Allen-Herring is the President and Chief Executive Officer of the United Way of the National Capital Area, Washington, D.C. and has served in that capacity since 2013.
2014Todd F. Clossin has served as a member of the Board of Directors of the Corporation since 2014.
May 2014Robert J. Fitzsimmons served as a director of First West Virginia Bancorp., a West Virginia bank holding company (now 'CB Financial Services, Inc.') from May of 2014 until February of 2018.
March 2015Jayson M. Zatta served as Executive Vice President Chief Lending Officer from March 2015.
April 20, 2016Lisa A. Knutson has served as a member of the Board of Directors of the Corporation since April 20, 2016.
April 20, 2016Denise Knouse-Snyder has served as a member of the Board of Directors of the Corporation since April 20, 2016.
September 9, 2016Kerry M. Stemler has served as a member of the Board of Directors of the Corporation since September 9, 2016.
May 2016Stephen J. Lawrence has served as Executive Vice President & Chief Internal Auditor since May of 2016.
April 2017Jayson M. Zatta served as Executive Vice President Chief Banking Officer from April of 2017.
April 2017A separate Enterprise Risk Management Committee was created, and additional board members were added to the committee.
September 2017Lisa A. Knutson served as Chief Financial Officer and Chief Strategy Officer of the E.W. Scripps Company from September 2017 until January of 2021.
August 20, 2018Michael J. Crawford has served as a member of the Board of Directors of the Corporation since August 20, 2018.
2018Zahid Afzal served as the Chief Operating Officer at Home Savings Bank from 2018 to 2020.
November 22, 2019James W. Cornelsen has served as a member of the Board of Directors of the Corporation since November 22, 2019.
November 22, 2019Gregory S. Proctor, Jr. has served as a member of the Board of Directors of the Corporation since November 22, 2019.
April 17, 2019Joseph R. Robinson has served as a member of the Board of Directors of the Corporation since April 17, 2019.
February 2020Jayson M. Zatta has served as Senior Executive Vice President Chief Banking Officer since February of 2020.
2020Lee J. Burdman previously served as a member of the Board of Directors of Premier from 2020 to 2025.
2020Zahid Afzal previously served on the Board of Premier from 2020 to 2025.
January 1, 2021Daniel K. Weiss, Jr., has served as Senior Executive Vice President and Chief Financial Officer since January 1, 2022. He previously served as Senior Vice President & Chief Accounting Officer since January, 2021.
January 2021Lisa A. Knutson formerly served as President of Scripps Networks from January 2021 until January 2023.
July 5, 2022The Corporation and the Bank entered into a change in control agreement with Mr. Jackson.
June 2022Robert H. Friend has served as Executive Vice President Chief Credit Officer since June of 2022.
August 2022Jeffrey H. Jackson joined Wesbanco in August 2022 as Senior Executive Vice President and Chief Operating Officer.
January 1, 2023The Compensation Committee made TSRP awards effective January 1, 2023 for the Performance Period beginning January 1, 2023 and ending on December 31, 2025, to certain officers.
July 31, 2023Todd F. Clossin served as President and Chief Executive Officer of the Corporation through July 31, 2023.
August 1, 2023Jeffrey H. Jackson was elected to the Board of Directors effective August 1, 2023.
May 12, 2023The initial assessment prepared by Cowden was dated May 12, 2023, and was presented at the Committee meeting held on May 24, 2023.
July 21, 2023Mr. Jackson, the Corporation and the Bank entered into an amended and restated employment agreement (the Jackson Employment Agreement) in connection with Mr. Jackson's appointment as President and Chief Executive Officer of the Corporation.
October 2, 2023Incentive compensation subject to the clawback policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total shareholder return, on and after October 2, 2023.
November 7, 2023Cowden submitted a memo dated November 7, 2023, outlining methods for potentially closing the gap in total compensation for the named executive officers as compared to their 2023 Peer Group.
May 2023The Committee last conducted an independent review of total compensation for the named executive officers in May 2023, followed by a supplemental report in November 2023.
May 2023Kimberly L. Griffith age 56, was appointed Senior Executive Vice President Chief Human Resources Officer in July 2024 after being named and serving as Interim Senior Executive Vice President beginning in April 2024.
January 2024Alisha K. Hipwell, age 54, has served as Senior Executive Vice President and Chief Communications Officer since January 2025, overseeing corporate communications, marketing and foundation related activities.
February 13, 2024Based solely on an amended Schedule 13G filed on February 13, 2024, the Vanguard Group, Inc. has indicated that it is the beneficial owner of 5,978,371 shares of the Common Stock of the Corporation.
February 21, 2024Cowden provided additional recommendations to the Compensation Committee at its subsequent meeting on February 21, 2024.
April 17, 2024The amended and restated Wesbanco, Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan, which we refer to as the Incentive Plan and which was most recently approved by our stockholders on April 17, 2024.
May 15, 2024PBSP awards of 30,275 shares were made as of May 15, 2024 for the three-year Performance Period beginning January 1, 2025 and ending December 31, 2027, of which 16,964 shares were awarded to the named executive officers.
June 19, 2024Mr. Pietranton died on June 19, 2024 and accordingly the Compensation Committee awarded 50% of the annual bonus to which he would have qualified for a full year of service.
July 2024Kimberly L. Griffith age 56, was appointed Senior Executive Vice President Chief Human Resources Officer in July 2024 after being named and serving as Interim Senior Executive Vice President beginning in April 2024.
August 2024In August of 2024, the Corporation raised $200 Million in common equity through the issuance of 7.3 Million shares in a private placement to strengthen capital in anticipation of the acquisition of Premier.
October 2024Jan M. Pattishall Krupinski, age 45, was appointed Senior Executive Vice President and Chief Administrative Officer in October 2024 after serving as the Director of Operations since 2019.
October 1, 2024We determined that, as of October 1, 2024, our employee population consisted of approximately 2,274 individuals.
October 24, 2024The independent directors meet in executive sessions without management at least two times per year and held their most recent executive session on October 24, 2024.
November 20, 2024The Compensation Committee did approve the implementation of a SERP for both Mr. Jackson and Mr. Weiss at its meeting on November 20, 2024.
December 31, 2024The TSR of the Corporations common stock for the 2022-2024 Performance Period was equal to the 41% percentile of the TSR Peer Group.
December 31, 2024For the purpose of the quantitative disclosures in the below table, and in accordance with SEC regulations, we have assumed that the termination took place on December 31, 2024, the last business day of our most recently completed fiscal year, and that the price per share of our Common Stock is the closing market price as of that date $32.54.
January 15, 2025The Nominating Committee has adopted a written charter which was last approved by the Nominating Committee on January 15, 2025.
January 23, 2025In conjunction with these requirements, the Corporation previously adopted a Code of Business Conduct and Ethics which it reviews and approves annually. It most recently reviewed and approved the policy at its regular meeting on January 23, 2025.
February 26, 2025The Compensation Committee has also adopted a written charter which was last reviewed and approved on February 26, 2025.
February 26, 2025The Policy is reviewed annually by the Board of Directors or Executive Committee and was last approved on February 26, 2025.
February 27, 2025The Audit Committee has adopted an Audit Committee Charter which was last approved by the Audit Committee on February 27, 2025.
February 28, 2025On February 28, 2025, the Corporation acquired Premier Financial Corp. ('Premier'), an Ohio corporation, by merger, with Wesbanco issuing approximately 28,738,146 shares of its common stock as consideration in the merger.
March 3, 2025Stockholders of record as of the close of business on March 3, 2025 will be entitled to vote at the Annual Meeting.
March 3, 2025Of the 200,000,000 shares of authorized Common Stock, as of March 3, 2025, there were 95,670,246 shares issued and outstanding.
March 14, 2025This statement is first being mailed to the stockholders on or about March 14, 2025.
April 16, 2025The Annual Meeting of the Stockholders of Wesbanco, Inc. (Wesbanco) will be held in the Shenandoah Room at Wilson Lodge, Oglebay Resort and Conference Center, Wheeling, West Virginia, 26003, on Wednesday, April 16, 2025, at 12:00 Noon E.D.T.
April 16, 2025The 2025 Annual Meeting of Stockholders of Wesbanco, Inc. will be held on Wednesday, April 16, 2025 at 12:00 Noon, local time at the Shenandoah Room, Wilson Lodge, Oglebay Resort and Conference Center, Wheeling, West Virginia.
April 15, 2026Proposals which stockholders intend to present at next years annual meeting, to be held on Wednesday, April 15, 2026, will be eligible for inclusion in the Corporations proxy material for that meeting if they are submitted to the Corporation in writing not later than November 14, 2025.
December 17, 2025To make such a proposal, the Corporation must receive from the stockholder a notice in writing of such request no earlier than December 17, 2025, and no later than January 16, 2026.
January 16, 2026To make such a proposal, the Corporation must receive from the stockholder a notice in writing of such request no earlier than December 17, 2025, and no later than January 16, 2026.
February 15, 2026Further, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than February 15, 2026.

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.