DEF 14A of Wesbanco Inc, Mar 13, 2024

DEF 14A of Wesbanco Inc

Filed Mar 13, 2024 · FY20230000950170-24-030757

Open on EDGAR

  1. Transactions with Directors and Officers

    Transactions with Directors and Officers

  2. Election of Directors

    Election of Directors The Board of Directors of the Corporation is divided into three classes, as nearly equal in number as the numerical membership of the Board will permit, the members of such classes to serve staggered terms of three years each. The Bylaws permit the Board to determine each year the number of Directors with a minimum of fifteen and a maximum of thirty-five, and the Board of Directors has determined that the Board shall consist of seventeen members for the year 2024, and has fixed the number of Directors to be elected to the Board of Directors at the forthcoming meeting at four persons, with one vacancy, all to serve for a term of three years which will expire at the annual stockholders meeting in 2027. The Corporation and its banking subsidiary, the Bank, maintain separate boards, but the directors of the Corporation also serve as directors of the Bank. There are no family relationships among the directors, nominees, or executive officers of the Corporation, except that Abigail M. Feinknopf is the sister of Jay T. McCamic.

  3. Continuing Directors

    Continuing Directors In addition to the foregoing nominees, the following persons presently are serving as members of the Board of Directors: A. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2025.

  4. Continuing Directors

    | Name | Age | Year First Elected Director | Position | | Rosie Allen-Herring | 57 | 2022 | Director | | Christopher V. Criss | 67 | 1992 | Director | | Lisa A. Knutson | 58 | 2016 | Director | | Gregory S. Proctor, Jr. | 59 | 2019 | Director | | Joseph R. Robinson | 56 | 2019 | Director | | Kerry M. Stemler | 66 | 2016 | Director |

  5. Compensation Philosophy and Objectives

    | What We Do | What We Don’t Do | | Performance-based cash and equity incentive compensation Caps on performance-based cash and equity incentive compensation Annual review and approval of our executive compensation strategy Significant portion of executive compensation at risk based on corporate performance Recovery required for erroneously awarded Incentive Based Compensation Stock ownership guidelines for executive officers and non-employee directors Multi-year equity award vesting periods for equity awards Independent compensation consultant engaged by the Compensation Committee 100% independent directors on the Compensation Committee Limited perquisites | No “single trigger” change in control payments and benefits No tax gross-ups for change in control related excise tax payments No short sales, hedging, or pledging of stock ownership positions and transactions involving derivatives of our common stock No strict benchmarking of compensation to a specific percentile of our compensation peer group |

  6. Transition of CEO in 2023

    Transition of CEO in 2023 During 2023, the Corporation successfully transitioned the Chief Executive Officer position from Todd F. Clossin to Jeffrey H. Jackson. In 2022, Mr. Clossin identified a target retirement date and a search was conducted by a committee of Board members designated by the Board of Directors of the Corporation. Both internal candidates and external candidates were interviewed for the position and considered. Upon recommendation of the committee, and upon approval of the Board of Directors, Jeffrey H. Jackson was selected and entered into an employment contract with the Corporation on July 5, 2022. He began employment with the Corporation on August 15, 2022, as Senior Executive Vice President and Chief Operating Officer of the Corporation and President and Chief Operating Officer of the Bank. He succeeded Mr. Clossin upon his retirement on August 1, 2023. Mr. Jackson's employment contract was developed and negotiated through a process led by the Compensation Committee with the assistance of the Corporation's counsel and its independent compensation consultant, Cowden Associates, Inc. ("Cowden"). The process began at the Compensation Committee meeting on May 23, 2023, with input on base compensation and perquisites from the consultant who provided guidance on ranges based on peer group data. As discussions continued, subsequent meetings of the Compensation Committee were held on June 23, 2023, and July 11, 2023, during which salary ranges and equity awards were evaluated and ultimately approved. These meetings also addressed amendments to Mr. Clossin's contract and the consent to his retirement as of December 31, 2023, and a reduction in his responsibilities effective August 1, 2023. On July 21, 2023, Mr. 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. As provided in the Jackson Employment Agreement, Mr. Jackson’s base salary will be no less than $850,000 per year, and he will be eligible to participate in the Corporation’s Key Executive Incentive Bonus, Option and Restricted Stock Plan (the “Incentive Plan”). Under the Incentive Plan, Mr. Jackson will be eligible to earn Annual Cash Incentive Awards of 75% of his base salary, subject to adjustment based on performance, prorated for the first year and on a calendar year basis thereafter, and will be eligible to receive Annual Stock Option and Restricted Stock awards, with the Restricted Stock award target at 90% of base salary and with a mixture of performance based and time based grants as determined by the Compensation Committee each year. Mr. Jackson will be eligible to receive other miscellaneous benefits as the Corporation provides to its executive employees generally. If Mr. Jackson’s employment is terminated other than for cause, death or mutual agreement, Mr. Jackson will be entitled to an amount equal to the greater of (i) six months of base salary at his then current base rate, or (ii) the base salary he would have received had he continued to be employed pursuant to the Jackson Employment Agreement through the end of the term of the Jackson Employment Agreement. If Mr. Jackson’s employment is terminated due to death, his surviving spouse or, in lieu thereof, his estate, will be entitled to an amount equal to six months of the base salary of his then current base rate. The Jackson Employment Agreement has a term commencing August 1, 2023, and continuing until July 31, 2026. The term of the Jackson Employment Agreement automatically will be extended on each August 1 for an additional one year, thereby creating a new three-year term, unless written notice of termination is given. On July 21, 2023, Mr. Clossin, the Bank and the Corporation entered to a First Amendment to Amended and Restated Employment Agreement (the “Clossin Employment Agreement Amendment”) which amended the Amended and Restated Employment Agreement, dated as of April 24, 2014 (the “Clossin Employment Agreement”), among the Bank, the Corporation and Mr. Clossin. As provided in the Clossin Employment Agreement Amendment, in order to promote an orderly transition following Mr. Clossin’s retirement as President and Chief Executive Officer of the Corporation, Mr. Clossin will continue as an employee of the Corporation through December 31, 2023. Mr. Clossin will receive a salary at an annualized rate of $500,000 and will be eligible to participate in the Incentive Plan. Under the Incentive Plan, Mr. Clossin will be eligible to earn an Annual Cash Incentive Award of up to 75% of his base salary immediately prior to the date of the Clossin Employment Agreement Amendment. Subject to the terms and conditions of the Clossin Employment Agreement Amendment, the Bank and the Corporation will treat Mr. Clossin’s termination of employment on December 31, 2023, as a “Retirement” with the consent of the Corporation for purposes of Mr. Clossin’s outstanding equity awards. On July 21, 2023, Mr. Clossin and the Corporation entered into a First Amendment to Restricted Stock Agreement (the “RSU Agreement Amendment”) to Mr. Clossin’s currently in-place restricted stock agreements (collectively, the “RSU Agreements”). As provided in the RSU Agreement Amendment, if Mr. Clossin’s employment with the Corporation is terminated for any reason other than Mr. Clossin’s death, disability or retirement with the consent of the Corporation, all rights of Mr. Clossin to his equity awards which remain subject to restrictions will terminate and be forfeited in their entirety. If Mr. Clossin dies or becomes disabled during the term of his employment with the Corporation, Mr. Clossin or his beneficiary will receive Mr. Clossin’s equity awards which remain subject to restrictions when, if and to the extent the restrictions lapse. If Mr. Clossin retires with the consent of the Corporation, Mr. Clossin will receive his equity awards which remain subject to restrictions when, if and to the extent the restrictions lapse; provided that in the event that Mr. Clossin breaches the non-solicitation and non-competition provisions of the RSU Agreements, as amended, prior to the lapse of the restrictions, all rights of Mr. Clossin to such equity awards will terminate and be forfeited in their entirety.

  7. Administration of the Executive Compensation Program

    Administration of the Executive Compensation Program Compensation Committee Process. Our Compensation Committee meets as often as necessary to perform its duties and responsibilities. The Compensation Committee met five times during calendar year 2023 and has met once so far during calendar year 2024. Mr. McCamic, Chairman of our Compensation Committee, works with our Chief Executive Officer to establish the meeting agenda. The Compensation Committee typically meets with the Chief Executive Officer and, where appropriate, with legal counsel and with outside compensation advisors. The Compensation Committee also regularly meets in executive session without management. The Committee annually reviews the Compensation Committee Charter and all incentive plans used throughout the Corporation in all business lines. In this review of the incentive plans, the Committee makes a determination of whether the plans, individually or collectively, encourage excessive risk taking, that each of the plans have reasonable limits and caps, and that the overall structure of the incentive plans is aligned with the interests of the stockholders. The Compensation Committee receives and reviews materials in advance of each meeting. These materials include information that management believes will be helpful to the Compensation Committee, as well as materials that the Committee has specifically requested. Depending on the agenda for the particular meeting, these materials may include: • Financial reports on year-to-date performance versus budget and compared to prior year performance; • Calculations and reports on levels of achievement of individual and corporate performance objectives; • Reports on the Corporation’s strategic objectives and budget for future periods; • Reports on the Corporation’s year over year performance and current year performance versus a peer group of companies; • Information on the executive officers’ stock ownership and option holdings; • Information regarding equity compensation plan dilution; • Estimated grant date values of equity awards under applicable guidance, including stock options (using the Black-Scholes valuation methodology); • Tally sheets setting forth the total compensation of the named executive officers, including base salary, cash incentives, equity awards, perquisites and other compensation and any amounts payable to the executives upon voluntary or involuntary termination, early or normal retirement or following a change in control of the Corporation; • Information regarding compensation programs and compensation levels at study groups of companies identified by independent compensation consultants or through statistical comparisons compiled by management using third party source information such as S&P Global Market Intelligence Executive Compensation Review; and Independent consultant reports. Use of Peer Group. The philosophy statement adopts the position that annual compensation for all executive officers should be targeted to be at or above the 50th percentile of companies in our peer group, based on information provided to the Compensation Committee by its independent compensation consultant, and should provide for performance bonuses based on performance metrics established at the discretion of the Compensation Committee. Our management compiled peer group reports for 2023 (2022 proxy information), reviewed by our Compensation Committee, which consisted of 15 regional banks from approximately $11.7 to $29.5 billion in total assets. The peer group used for our executive compensation review differs from the indices used in the performance graph contained in our annual report on Form 10-K. Our peer group for 2023 compensation purposes (the “2023 Peer Group”) is comprised of the 15 banks listed below:

  8. Administration of the Executive Compensation Program

    Our 2024 Peer Group is the same as our peer group used in the 2023 Peer Group. Our peer group for 2022 was the same as 2023. The Committee last conducted an independent review of total compensation for the named executive officers in May of 2023, followed by a supplemental report in November of 2023. The Committee engaged Cowden to provide a study based on the 2023 Peer Group. The Committee, at its meeting held on February 21, 2023, approved the engagement of Cowden to update the market-based study of total compensation for the named executive officers. The Compensation Committee also confirmed its determination that Cowden is independent and that there are no conflicts of interest with respect to the work applicable for review and consideration by the Compensation Committee based on the consideration of the factors specified in the rules of the SEC and the listing standards of the Nasdaq Stock Market. The initial assessment prepared by Cowden was dated May 12, 2023, and was presented at the Committee meeting held on May 24, 2023. This report provided a market based study of total compensation regarding the named executive officers and Board of Director fees to the 2023 Peer Group and recommendations for consideration. The following chart provided by Cowden details the Corporation's performance versus the 2023 Peer Group's performance for 2022:

  9. Peer Group Analysis Results - Comparison of Results - 2022

    Peer Group Analysis Results - Comparison of Results - 2022 The following details Wesbanco's performance versus the peer group's performance for:

  10. Peer Group Analysis Results - Comparison of Results - 2022

    | Description | Core Return on Average Assets | Core Return on Average Equity | Core Return on Average Tangible Common Equity | Return on Assets | Return on Equity | TSR 1 Year | TSR 3 Year | TSR 5 Year | | Wesbanco, Inc. | 1.19% | 8.01% | 15.92% | 1.00% | 5.00% | 6.18% | -5.54% | 5.23% | | Peer Group Average | 1.26% | 10.59% | 16.29% | 1.14% | 8.57% | -0.02% | 2.71% | 1.67% | | Wesbanco Percentile Rank | 26th | 2nd | 59th | 6.6th | 20th | 85.4th | 9th | 75.9th |

  11. Peer Group Analysis Results - Comparison of Results - 2022

    The next chart provides the named executive officers ("NEO") total compensation versus the 2023 Peer Group over a four-year period:

  12. NEO Total Compensation Analysis Results - 2022 Per Proxy

    | | Salary | Bonus/ Nonequity Incentive Plan Award | Option/Stock Awards | Pension/ NQDC | All Other | Total Cash | Total Compensation | | Wesbanco - CEO | $1,001,507 | $874,577 | $1,029,225 | $- | $127,753 | $1,876,084 | $3,033,062 | | Peer Group Average - CEO | $866,721 | $1,000,366 | $890,205 | $20,756 | $121,288 | $1,867,087 | $2,899,336 | | Rank | 93% | 28% | 74% | 0% | 75% | 65% | 68% | | Wesbanco - CFO | $326,956 | $288,722 | $343,910 | $- | $32,255 | $615,678 | $991,843 | | Peer Group Average - CFO | $467,150 | $380,813 | $390,884 | $2,955 | $70,154 | $847,964 | $1,311,956 | | Rank | 2% | 21% | 54% | 0% | 23% | 4% | 14% |

  13. NEO Total Compensation Analysis Results - 2022 Per Proxy

    Based in part on the above comparisons, Cowden recommended that the Compensation Committee consider higher target levels as part of its compensation philosophy and implement changes to attain those targets over an extended period. Cowden also recommended increasing award opportunities at threshold performance levels and above target. Cowden also recommended increasing award opportunities for equity grants, but changing the weighting more towards performance based awards. As a follow up to the May report, the Compensation Committee requested specific recommendations from Cowden to be presented to the Compensation Committee at its November 15, 2023, meeting. Accordingly, at that meeting, Cowden submitted a memo dated November 7, 2023, outlining methods for potentially closing the gap in total compensation for the NEOs as compared to their 2023 Peer Group. The Cowden report included specific areas for consideration including: (i) adopting target percentiles for each position within the NEOs considering factors such as industry experience, position experience and other factors; (ii) considering both merit increases and market adjustments (compared to the 2023 Peer Group) for adjusting base compensation; (iii) lowering the threshold level for incentive compensation; and (iv) adjustments to target and maximum to reflect other 2023 Peer Group practices, along with other considerations for equity awards such as targeting more performance based grants and adjusting payment periods on the total shareholder return grants. The Compensation Committee, at its meeting on May 24, 2023, also received a separate management-prepared total compensation comparison with the 2023 Peer Group. This analysis compared each type of compensation (base pay, incentive compensation, stock options and awards, retirement benefits and all other compensation) and total average compensation for each named executive officer of Wesbanco to the average of the 2023 Peer Group based on 2023 proxy information (2022 data). This analysis utilized averages and percentiles. The Compensation Committee did not attempt to maintain an established target percentile compensation level with regard to this management-provided compensation data. Rather the Committee used this information to determine whether the compensation paid to our executives was generally competitive relative to the market. The Compensation Committee also noted comparable performance ratios based on core earnings for 2022 with a ROAA of 1.19% compared to the peer group’s average of 1.26% and core return on average tangible common equity of 9.58% compared to the peer group’s average of 12.41%. Management’s Role in the Compensation-Setting Process. Management plays a significant role in the compensation setting process. The most significant aspects of management’s role are: Evaluating employee performance; • Establishing business performance targets and objectives for individual executives other than the named executive officers; and • Recommending to the Compensation Committee salary levels and equity awards. Our Chief Executive Officer works with the Compensation Committee Chair in establishing the agenda for Compensation Committee meetings. Our management also prepares meeting information for each Compensation Committee meeting. The Chief Executive Officer also participates in Compensation Committee meetings at the Committee’s request to provide: • Background information regarding the Corporation’s strategic objectives; • His evaluation of the performance of the senior executive officers; and • Compensation recommendations as to senior executive officers (other than himself). Annual Evaluation. Our Compensation Committee meets in an executive session each year to evaluate the performance of the named executive officers, to determine their annual bonuses for the prior fiscal year, to certify achievement of performance measures after the measurement period, to establish their performance objectives for the current fiscal year, to set their base salaries for the next calendar year, and to consider and approve any grants to them of equity incentive compensation. The Compensation Committee’s process begins with establishing individual and corporate performance objectives for senior executive officers, including all of our named executive officers, in the first quarter of each calendar year. Our Compensation Committee engages in an active dialogue with the Chief Executive Officer concerning strategic objectives and performance targets. The Compensation Committee reviews the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets. Corporate performance objectives typically are established on the basis of a targeted return on assets and return on equity, as well as growth in earnings per share and individual goals for particular business units within the Corporation.

  14. Annual Compensation

    Annual Compensation Our executive officers receive two forms of annual cash compensation, base salary, and annual incentive awards. The levels of base salary and annual incentive awards for our executive officers are established annually under a program intended to maintain parity with the competitive market for executives in comparable positions. The annual compensation program, as espoused by our Compensation Committee through its philosophy statement, is intended to target Corporation performance, both in terms of the attainment of short-term and long-term goals, and to consider principally return on equity, growth in earnings per share, and return on assets. For 2023, the Compensation Committee did consider the 2023 Peer Group data with respect to annual compensation increases at the May 24, 2023 meeting. Given the relative performance of the Corporation compared to the 2023 Peer Group, the Committee determined to provide average increases in base compensation in the range of 3% for the year for all officers. The Committee also agreed to continue to utilize a fixed percentage of base salary to determine the size of equity awards for certain executive officers consisting of 80% time based restricted stock and 20% of performance based restricted stock based (at target achievement) on the number of shares awarded, benchmarked against the 2023 Peer Group. The percentages varied by position, but were fixed at 50%, 60% and 90%, depending on title. Each of the named executive officers were fixed at 90% of base salary for equity awards for the year 2023. The Committee also reviewed the performance ratios based on both return on assets and return on average tangible common equity to the peer group. Base Salary. Base salary is a critical element of executive compensation because it provides executives with a base level of monthly income. In determining base salaries, our Compensation Committee considers the executive’s qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive, the executive’s past performance, competitive salary practices at companies in the study groups, internal pay equity and the tax deductibility of base salary. Based on compensation data provided by the Compensation Committee’s independent compensation consultant, Cowden, peer group comparisons, individual evaluations and internal equities, our chief executive officer recommends base salaries for all executive officers to the Compensation Committee for their consideration, except with respect to his own salary. Based on the Compensation Committee’s review of the applicable compensation data, as discussed above and including Mr. Clossin’s recommendations for 2023, base salary increases for all executive officers for the 2023 fiscal year averaged approximately 4% except for changes in base salary due to title or position changes. Mr. Clossin received an increase of 4%, Mr. Jackson 5%, Mr. Weiss received an increase of 4%, Mr. Zatta 4% and Mr. Pietranton 4%. See the “Summary Compensation Table” on page 39 for more information about the 2023 base salaries of our named executive officers. Annual Cash Incentive Awards. Annual incentive awards, in the form of annual cash bonuses, are made to our named executive officers under the 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 21, 2021. For additional information regarding our Incentive Plan, see the section entitled “Key Executive Incentive Bonus, Option and Restricted Stock Plan” on page 42. The Compensation Committee makes awards and determines the amount, terms, and conditions of each such award as well as the respective performance goals to be achieved in each period by the participants under the Incentive Plan. The Compensation Committee believes that annual cash incentive awards for our executives, which are the variable and at-risk portion of annual compensation, should be generally capped at 86.25% of base salary for the chief executive officer and the named executive officers. Eligibility for Annual Incentive Awards. In general, the following thresholds must be satisfied for an executive to be eligible to receive an annual incentive award: (i) the executive must receive a “fully competent” performance rating; and (ii) the Corporation must meet 85% of its “overall corporate goal.” Performance Rating. Our chief executive officer annually rates the performance of each of our other named executive officers and assigns a performance rating to the executives based on the executive’s performance during the fiscal year. The Compensation Committee evaluates the performance of our chief executive officer and assigns his performance rating. For 2023, all of our named executive officers received “fully competent” performance ratings. Overall Corporate Goal. The Corporation’s overall corporate goal is targeted earnings per share (“EPS”) for a given fiscal year. The Committee set target performance measures based in part upon management’s confidential business plan and budget. The Committee set the EPS targets at levels deemed appropriate based on industry expectation, market opportunities and other factors the Committee believes are relevant. For the 2023 fiscal year, the Corporation did not meet the overall corporate goal on both a GAAP basis and non‑GAAP (excluding merger-related expenses) basis. The Committee reviewed the results using both GAAP and non‑GAAP earnings and elected to use non-GAAP earnings in its analysis and determination. The Committee determined that the use of non-GAAP earnings was the appropriate benchmark for incentive bonuses for the year as there were one-time merger related expenses included in GAAP earnings. The EPS goal may be adjusted by the Committee, in its sole discretion, for items attributed to non-GAAP operating events impacting the Corporation’s operating results, such as mergers and acquisitions, unusual gains or losses, significant asset sales or other out-of-the ordinary or one-time events which significantly impact the normal operations, such as the recent record rise in interest rates. The threshold EPS for the “overall corporate goal” in 2023 was $3.23, which the Corporation did not meet under GAAP ($2.51) and under the non‑GAAP measure ($2.57). The Corporation also did not meet the threshold of 85% of its “overall corporate goal” under each measure to satisfy the minimum in each category. If the minimum overall corporate goal is not satisfied in a fiscal year, the Compensation Committee has the discretion to grant annual incentive awards for named executive officers and may adjust individual performance targets, which are discussed below, and determine the amount of an incentive award, accordingly. The Compensation Committee did exercise discretion for the 2023 incentive bonus. Determination of Incentive Award Amounts. If the eligibility thresholds discussed above have been satisfied, the Compensation Committee determines the amount of an executive’s annual cash incentive award based on the executive’s target incentive award and the satisfaction of corporate and individual performance targets discussed below. Target Annual Incentive Awards. The table below sets forth certain information regarding the target, maximum and actual annual incentive awards for each named executive officer for the fiscal year ended December 31, 2023.

  15. Incentive Awards for 2023

    Incentive Awards for 2023

  16. Incentive Awards for 2023

    | Name | Maximum Incentive Award % of Base Salary | Maximum Incentive Award | Target Incentive Award | Actual 2023 Incentive Award | | Jeffrey H. Jackson | 86.25% | $733,125 | $637,500 | $637,500 | | President & Chief Executive Officer | | | | | | Todd F. Clossin | 86.25% | $682,170 | $593,192 | $593,192 | | President & Chief Executive Officer (Retired) | | | | | | Daniel K. Weiss, Jr | 86.25% | $300,271 | $261,105 | $261,105 | | Executive Vice President & Chief Financial Officer | | | | | | Jayson M. Zatta | 86.25% | $452,457 | $393,441 | $393,441 | | Sr. Executive Vice President / Chief Banking Officer & Group Head - Banking & Trust | | | | | | Anthony F. Pietranton | 86.25% | $314,618 | $273,581 | $273,581 | | Sr. Executive Vice President & Group Head - Human Resources & Facilities | | | | | | Michael L. Perkins | 86.25% | $303,682 | $264,071 | $264,071 | | Sr. Executive Vice President & Group Head - Risk & Administration | | | | |

  17. Incentive Awards for 2023

    As shown in the table above, the maximum annual incentive award that a named executive officer may receive is based on a percentage of the executive’s annual base salary. The maximum annual incentive award an executive may receive is 115% of each of the executive’s individual performance targets for any one measurement category and the overall bonus cannot exceed 86.25% for 2023 of the maximum percentage of base salary established for such officer during the year (note that the base salaries used are those established for the named executive officers by the Committee in May of the applicable year and, due to the timing of salary increases, differ slightly from the base salaries disclosed in the Summary Compensation Table). The Compensation Committee sets target annual incentive awards to approximate annual cash incentive awards in approximately the 50th percentile range for comparable positions at banks within the 2023 Peer Group and considers the different accountabilities and responsibilities for the CEO and the other named executive officers. For 2023, the Compensation Committee determined that the target annual incentive award for our CEO would be equal to 75% of his base salary, which was $637,500. The Compensation Committee determined that the 2023 target annual incentive award for our CFO would be 75% of his base salary, or $261,105. In addition, the Compensation Committee set the target annual incentive awards for Jayson M. Zatta, Anthony F. Pietranton and Michael L. Perkins at 75% of each officer’s base salary. The award for Mr. Clossin was set by contract at 75% of his prior base salary as of July 31, 2023. See the table above for a comparison of the annual incentive award actually paid to each named executive officer in 2023 compared to the target and maximum awards that each executive could have received. Individual Performance Targets. The Compensation Committee sets individual performance targets for each of the named executive officers. For Mr. Jackson, Mr. Clossin and Mr. Weiss, annual incentive awards are based on the following measures of Corporation performance: return on assets (“ROA”), return on equity (“ROE”), and EPS. In addition, Mr. Zatta’s, Mr. Pietranton’s and Mr. Perkins' annual incentive awards are also based on certain specific business unit performance targets. These goals are established through the business planning process which develops an annual budget and are then recommended to the Compensation Committee by our Chief Executive Officer. The Compensation Committee then establishes the individual performance targets based in part on such recommendations. The Compensation Committee also retains some discretion to determine annual incentive awards outside of the relevant performance targets, as described below. The Corporation did not achieve its target level in ROE and its target level in ROA on both a GAAP and a non-GAAP basis. Target levels for 2023 for ROA were 1.12% and for ROE 8.26%. Actual non-GAAP results were ROA of 0.87% and ROE of 6.32%. The Corporation did not achieve threshold in each of such categories. For each named executive officer, their specific performance targets are weighted according to the extent to which the executive will be evaluated for delivering the results on the targets. The targets are set so that they are attainable if the Corporation meets its budgeted goals for the year. Since the Corporation did not meet the threshold level of its budgeted goal for EPS for 2023, the named executive officers were not eligible for bonuses, without the exercise of discretion by the Committee. The Committee discretion portion is determined by the Committee utilizing a number of factors, including: (i) attainment of goals, (ii) opportunities for attainment, (iii) marketplace impact, (iv) competition, (v) effectiveness in performance and (vi) individual performance. The Committee exercised discretion to award annual bonuses to the NEOs for 2023 at 86.25% of the maximum notwithstanding that the overall corporate goals were not achieved in 2023. Marketplace impact on performance was the primary factor. The Committee considered the record interest rate increases imposed by the Federal Reserve over the last 14 months, which included the largest rate hike in the last 35 years, as a material factor in the Corporation's performance. It had an impact not only on net interest income, but also on the Corporation's investment portfolio. Trailing loan rate increases were offset by a rapidly increasing cost of funds creating significant competitive pressures on deposit retention. Notwithstanding those material changes, the Committee noted that management successfully navigated a CEO transition during the record rise in interest rates. The Corporation also achieved four out of the five income statement line items favorable to budget, including:(i) interest income; (ii) non-interest income; (iii) non-interest expense; and (iv) provision for credit losses. Additionally, management launched new fee based products and services, rolled out a new core deposit account and doubled SWAP fee gross income. The Committee also noted the gap in total compensation identified in the Cowden report and determined using discretion to award a substantial portion of the annual bonus would help mitigate the gap. The following chart contains a detailed schedule of the individual performance metrics for 2023:

  18. Incentive Awards for 2023

    | Name | Base Salary | 2022 Bonus | Bonus % | Performance Targets | Incentive Weighting | Threshold 85% | Target 100% | Maximum 115% | Actual Results as of 12/31/23 | Total Resultant Incentive | Overall Limitation | Committee Award1 | | Jeffrey H. | | | | | | | | | | | | | | Jackson | $850,000 | $603,750 | 75% | Core Return on Assets | 20% | 0.95% | 1.12% | 1.29% | 0.88% | $— | | | | | | | | Core Return on Common Equity | 25% | 7.02% | 8.26% | 9.50% | 6.14% | — | | | | | | | | Core Earnings Per Share | 25% | $2.746 | $3.230 | $3.715 | $2.557 | — | | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | 219,938 | | | | Total | | | | | 100% | | | | | $219,938 | $733,125 | $637,500 | | Todd F. | | | | | | | | | | | | | | Clossin | $790,922 | $874,577 | 75% | Core Return on Assets | 20% | 0.95% | 1.12% | 1.29% | 0.88% | $— | | | | | | | | Core Return on Common Equity | 25% | 7.02% | 8.26% | 9.50% | 6.14% | — | | | | | | | | Core Earnings Per Share | 25% | $2.746 | $3.230 | $3.715 | $2.557 | — | | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | 204,651 | | | | Total | | | | | 100% | | | | | $204,651 | $682,170 | $593,192 | | Daniel K. | | | | | | | | | | | | | | Weiss, Jr. | $348,140 | $288,722 | 75% | Core Return on Assets | 20% | 0.95% | 1.12% | 1.29% | 0.88% | $— | | | | | | | | Core Return on Common Equity | 25% | 7.02% | 8.26% | 9.50% | 6.14% | — | | | | | | | | Core Earnings Per Share | 25% | $2.746 | $3.230 | $3.715 | $2.557 | — | | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | 90,081 | | | | Total | | | | | 100% | | | | | $90,081 | $300,271 | $261,105 | | Jayson M. | | | | | | | | | | | | | | Zatta | $524,588 | $414,178 | 75% | Core Earnings Per Share | 10% | $2.746 | $3.230 | $3.715 | $2.557 | $— | | | | | | | | Core Return on Common Equity | 10% | 7.02% | 8.26% | 9.50% | 6.14% | — | | | | | | | | Total Loan Growth (Ex LHFS & PPP) | 5% | $685,100,000 | $806,000,000 | $926,900,000 | $935,733,000 | 22,623 | | | | | | | | Loan Fees Collected | 10% | $8,855,725 | $10,418,500 | $11,981,275 | $7,971,686 | — | | | | | | | | Total Loan Delinquency <0.5% | 5% | 0.58% | 0.50% | 0.43% | 0.17% | 22,623 | | | | | | | | Satisfactory Credit Review Reports | 10% | 85.00% | 100.00% | 115.00% | 100.00% | 39,344 | | | | | | | | Commercial/Retail/Mortgage/Wealth Pre-Tax Net Income | 30% | $370,596,600 | $435,996,000 | $501,395,400 | $414,571,000 | 112,232 | | | | | | | | Committee Discretion | 20% | 85.00% | 100.00% | 115.00% | 115.00% | 90,492 | | | | Total | | | | | 100% | | | | | $287,314 | $452,458 | $393,441 | | Anthony F. | | | | | | | | | | | | | | Pietranton | $364,775 | $290,385 | 75% | Core Return on Assets | 5% | 0.95% | 1.12% | 1.29% | 0.88% | $— | | | | | | | | Core Return on Common Equity | 5% | 7.02% | 8.26% | 9.50% | 6.14% | — | | | | | | | | Core Earnings Per Share | 5% | $2.746 | $3.230 | $3.715 | $2.557 | — | | | | | | | | Core Efficiency Ratio | 20% | 65.68% | 57.11% | 48.54% | 62.24% | 49,801 | | | | | | | | Require New/Replacement Positions Justification | 20% | 85.00% | 100.00% | 115.00% | 100.00% | 54,716 | | | | | | | | Manage Salaries & Benefits/Net Occupancy Expenses | 20% | $286,326,227 | $248,979,328 | $211,632,429 | $249,177,406 | 54,673 | | | | | | | | Enhance Recruiting Programs | 10% | 85.00% | 100.00% | 115.00% | 100.00% | 27,358 | | | | | | | | Committee Discretion | 15% | 85.00% | 100.00% | 115.00% | 115.00% | 47,193 | | | | Total | | | | | 100% | | | | | $233,741 | $314,618 | $273,581 | | Michael L. | | | | | | | | | | | | | | Perkins | $352,094 | $284,648 | 75% | Core Efficiency Ratio | 20% | 65.68% | 57.11% | 48.54% | 62.24% | $48,070 | | | | | | | | Manage Regulatory Comments Response & Completion | 35% | 85.00% | 100.00% | 115.00% | 100.00% | 92,425 | | | | | | | | Complete Annual Compliance Reviews | 20% | 85.00% | 100.00% | 115.00% | 100.00% | 52,814 | | | | | | | | Effectively Supervise Project Management | 5% | 85.00% | 100.00% | 115.00% | 100.00% | 13,204 | | | | | | | | Department Expenses - IT (7540) | 10% | $47,129,967 | $40,982,580 | $34,835,193 | $4,034,011 | 26,817 | | | | | | | | Committee Discretion | 10% | 85.00% | 100.00% | 115.00% | 115.00% | 30,368 | | | | Total | | | | | 100% | | | | | $263,698 | $303,681 | $264,071 | | | $3,230,519 | $2,756,260 | | TOTAL NAMED EXECUTIVES | | | | | | $1,299,422 | $2,786,323 | $2,422,890 |

  19. Incentive Awards for 2023

    1 The Committee exercised its discretion to payout at the 86.25% of the maximum that otherwise could have been earned. The budgeted accrued amount will cover the expense. Payment of Annual Incentive Awards. Annual incentive awards for each named executive officer are calculated by multiplying the weighting assigned to a performance target by the target incentive award for the executive. The resulting product is then multiplied by the actual results achieved for that performance target. The Compensation Committee does this for each performance target, with the sum of all performance targets for a named executive officer generally being the annual incentive award for the executive. For 2023, the Corporation did not satisfy its minimum overall corporate goal, so the officers were eligible for incentive payments only with the exercise of discretion by the Committee. The Committee noted that actual performance did not achieve threshold in each category for the year 2023. The Committee elected to exercise discretion, however, in granting awards as noted above with individual determinations explained in more detail below for each Named Executive Officer. As a result of that review, the Committee approved the payment of cash incentive awards for 2023 to the Named Executive Officers in the following amounts: Jeffrey H. Jackson - $637,500; Todd F. Clossin - $593,192; Daniel K. Weiss, Jr. - $261,105; Jayson M. Zatta - $393,441; Anthony F. Pietranton - $273,581 and Michael L. Perkins - $264,071. The Compensation Committee, at its discretion, may allocate a portion of the annual cash bonus award to a deferred payout period. The deferred payout portion is then spread ratably over a three-year period beginning in the third year following the award of compensation. Thus, the annual bonus may include both a currently paid portion and a deferred portion. The Committee believes the deferral serves as an executive retention incentive in that an executive terminating his or her employment before deferred amounts are paid out forfeits such unpaid amounts. The Committee did not allocate any portion to a deferred payment period for 2023. The amount of each award was based primarily on the factors noted above, the executive officer’s performance, the level of his or her responsibilities and internal equity considerations. The Committee also considered the competitive market data for the 2023 Peer Group from compensation surveys provided by the consultant in the earlier survey. In assessing each officer’s performance and determining award amounts, the Committee noted the following achievements: • In determining Mr. Jackson’s award, the Committee noted his progress in assuming a leadership role within the executive management team and facilitating the assumption of the duties of the Chief Executive Officer. The Committee also noted his leadership in developing new products, services and markets, and the considerable energy and initiative which he exhibited, notwithstanding the partial year in which he has served. These efforts resulted in a doubling of SWAP Fee gross income from the prior year, relaunching the treasury management function with expanded fee-based services, as well as achieving loan growth and maintaining deposits. • In determining Mr. Clossin’s award, the Committee noted the successful transition in management succession to Mr. Jackson. The Committee noted that despite the impact caused by the record rise in interest rates, the Corporation achieved results favorable to budget with respect to four of the five major income statement line items. He was also instrumental in directing the right sizing of residential lending to lower demand as rates rose and in initiating new fee-based services to grow non-interest income. The Committee also noted his efforts in developing and opening new loan production offices and strengthening the management succession plan. Finally, the Committee took special note of the favorable ratings received by the Corporation for the year for both performance and employee satisfaction. • In determining Mr. Weiss’ award, the Committee noted Mr. Weiss’ assistance in the overall expense management during 2023, considering the inflationary environment and continuing to meet all financial reporting requirements of the Corporation for the calendar year. The Committee also noted the substantial effort in capital management during the year with a volatile interest rate environment which he directly managed. The Committee also noted his leadership and participation in the investor relations program during the year requiring extensive travel and numerous presentations. In determining Mr. Zatta’s award, the Committee noted Mr. Zatta’s achievement in exceeding the maximum in total loan growth and total loan delinquency, achieving target in satisfactory credit reports, while at the same time achieving target in pre-tax non-interest income. Finally, the Committee noted his contributions in the recruitment of new commercial loan officers, as well as his assistance in developing new loan production offices. The Committee also noted his leadership in growing SWAP fee growth, the relaunch of the treasury management function and the launching of the new Wesbanco One account. In determining Mr. Pietranton’s award, the Committee noted his achieving target in requiring justification for new positions and in enhancing recruiting programs, while at the same time achieving threshold in the core efficiency ratio and achieving threshold in managing overall salaries and benefits for the year. Thus, notwithstanding the interest rate impact, he was able to meet or exceed threshold in his four individual metrics. In determining Mr. Perkins' award, the Committee noted that he was able to achieve target performance levels for all of his individual metrics for the year, including managing regulatory responses and comments, completing annual compliance reviews, supervising project management and controlling department expenses. They also noted his performance in overseeing the risk management function of the Corporation as the Chief Risk Officer.

  20. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our Compensation Committee believes that long-term incentive compensation is an important component of our compensation program because it has the effect of retaining and motivating executives, aligning executives’ financial interests with the interests of stockholders, and rewarding the achievement of the Corporation’s long-term strategic goals. Three principal types of long-term incentive awards are available to grant to executive officers under the Corporation’s Incentive Plan: • Stock options; • Restricted stock; and • Long-term cash bonuses. In addition to these long-term incentive awards, the Compensation Committee has discretion to grant various other types of incentive awards. Stock Options. Stock options provide our executive officers with the opportunity to purchase and maintain an equity interest in the Corporation and to share in the appreciation of the value of our stock. The Compensation Committee utilizes stock options as a compensation tool because they focus executives on the Corporation’s long-term performance, including stock appreciation. The Compensation Committee awards stock options in amounts and subject to terms and conditions intended to be competitive with those awarded for comparable positions at banks within the 2023 Peer Group. The Compensation Committee receives recommendations from our Chief Executive Officer for executive officers other than himself and provides overall compensation expense calculations for such awards. Stock options were granted to executive officers, including the named executive officers, in 2023. See the “Grants of Plan-Based Awards for the Year ended December 31, 2023” table on page 41. Some features of our stock option program include: • Options are structured as either performance-based or time-based and vest over a designated period, assuming pre-established EPS targets and service requirements are met for performance-based options and the lapse of the designated period for time-based options. They are exercisable as they vest over the vesting period and effective in 2023, no option may vest earlier than at least one year after the grant date; • If EPS targets for a given year are not met, options that are performance-based are forfeited; • The term of each grant does not exceed 10 years; • As defined in our Incentive Plan, the exercise price is equal to the closing market price on the day prior to the grant date (we do not grant discounted stock options); • Grants do not include “reload” or “restored” provisions; and • Repricing of stock options is prohibited without stockholder approval. Please see the “Outstanding Equity Awards at Fiscal Year-End” table on page 45, for a description of the outstanding options of our named executive officers. Restricted Stock Awards. Restricted stock is granted at the discretion of the Committee and the Committee determines the applicable vesting schedule reflecting attainment of designated performance goals and/or continuous employment over a period of years specified in the award documents. The Committee may provide for the payment of any applicable dividends paid with respect to any shares of common stock subject to a restricted stock award during the period prior to the lapse of the restrictions. See “Grants of Plan-Based Awards for the Year ended December 31, 2023” table on page 41 for information regarding the shares of restricted stock awarded to our named executive officers during 2023. Long-Term Cash Bonuses. Under the long-term bonus portion of our Incentive Plan, participating key employees have an opportunity to earn incentive compensation, if any, based on the actual achievement of performance goals set for that key employee over several fiscal years. The Compensation Committee has not utilized this optional benefit feature of our Incentive Plan and in certain prior years has elected to simply defer payment of a portion of the annual bonus award each year to create a deferred payment feature subject to future service. However, no portion of the 2023 bonuses awarded to our named executive officers was deferred. Total Shareholder Return Plan and Awards. We maintain a Total Shareholder Return Plan (“TSRP”), including related Administrative Rules, for certain officers as a form of long-term, performance-based, restricted stock incentive under the Incentive Plan. The Compensation Committee made TSRP awards effective January 1, 2021, for the Performance Period beginning January 1, 2021 and ending on December 31, 2023, to certain officers. A total of 12,000 restricted TSRP shares were reserved for award if target performance is achieved, of which 5,125 shares were awarded to the named executive officers. The Compensation Committee made TSRP awards effective January 1, 2022, for the Performance Period beginning January 1, 2022, and ending on December 31, 2024, to certain officers. A total of 12,000 restricted TSRP shares were reserved for award, if target performance is achieved of which 6,396 shares were awarded to the named executive officers. The 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. A total of 12,000 restricted TSRP shares were reserved for award, if target performance is achieved of which 8,523 shares were awarded to the named executive officers. See the “Grants of Plan-Based Awards for the Year ended December 31, 2023” table on page 41. Description of TSRP. The TSRP measures the total shareholder return (“TSR”, which is, generally, the change in trading prices of a share of Corporation common stock plus dividends paid) on Corporation common stock over a three-year measurement period (the “Performance Period”) relative to the TSR of a group of publicly traded companies deemed comparable by the Compensation Committee to the Corporation (the “TSR Peer Group”) over the same Performance Period. For 2023, the Compensation Committee used the 2023 Peer Group. To prevent distortions, the opening values and closing values of a share of common stock for the TSRP, both of the Corporation and for each member of the TSR Peer Group, are determined using the sixty (60) day trailing average of trading prices of the common stock of the Corporation and of the common stock of each member of the TSR Peer Group immediately preceding the opening and closing of the Performance Period, respectively. Only dividends actually paid are included in determining TSR for the common stock of the Corporation and for the common stock of the members of the TSR Peer Group. As of the beginning of the Performance Period, participants are awarded TSR opportunities denominated in the number of shares earned if target performance is achieved (“Target TSR Shares”). The number of Target TSR Shares is based on a percentage of base salary. For the 2021-2023 Performance Period it was on overage approximately 9.6% of base salary, for the 2022-2024 Performance Period it was on average approximately 11.1% of base salary and for the 2023-2025 Performance Period it was on average approximately 9.9% of base salary. No dividends paid by the Corporation on its common stock during the three-year measurement period will be paid to or be accrued for holders of Target TSR Shares but will result in the delivery of additional shares to holders of Target TSR Shares only and to the extent an award is earned. The increase in shares will be determined using the dollar value of the dividends paid on Corporation common stock and the trading price of Corporation common stock on the date the dividend was paid.

  21. Long-Term Incentive Compensation

    Target TSR Shares will vest and be converted into shares of common stock of the Corporation if the TSR of Corporation common stock is equal to or greater than the 50th percentile of the TSRs of the TSR Peer Group. If the TSR of Corporation common stock is less than the 50th percentile of the TSR Peer Group TSR, all Target TSR Shares will be forfeited. If the TSR of Corporation common stock is equal to or greater than the 75th percentile of the TSR Peer Group, 200% of the Target TSR Shares will be earned. No more than 200% of the Target TSR Shares will be earned even if the TSR on the Corporation common stock exceeds the 75th percentile of the TSR Peer Group TSR. If the TSR of the Corporation common stock is between the 50th and 75th percentiles, the number of shares of Corporation common stock earned will be determined using straight-line interpolation. Individuals who are awarded Target TSR Shares are subject to the Corporation’s Incentive Based Compensation Recovery Policy discussed below as well as certain restrictive covenants that survive the Performance Period. The TSR Peer Group. The TSR Peer Group for the 2023-2025 Performance Period is the 2023 Peer Group which is the same as the 2024 Peer Group as described on page 20. 2021-2023 Performance Period Results. The TSR of the Corporation’s common stock for the 2021-2023 Performance Period was equal to the 55% percentile of the TSR Peer Group. Accordingly, approximately 14,640 shares were earned, though only 13,920 shares were vested, due to two retirements during the period which affects, pro rata, the shares that vest through the retirement dates for those two individuals. Performance Based Stock Awards. We maintain a Performance-Based Stock Plan (“PBSP”), including establishing certain administrative guidelines, for certain executive officers as a form of long-term, performance based restricted stock incentive under the Incentive Plan. PBSP awards of 37,224 shares were made as of May 17, 2023 for the three-year Performance Period beginning January 1, 2024 and ending December 31, 2026, of which 23,428 shares were awarded to the named executive officers. The target number of performance-based restricted shares awarded to each named executive officer is as follows: Mr. Jackson, 5,058; Mr. Clossin, 7,327; Mr. Weiss, 2,419; Mr. Zatta, 3,644; Mr. Pietranton, 2,534 and Mr. Perkins, 2,446. See the “Grants of Plan-Based Awards for the Year ended December 31, 2023” table on page 41. Description of PBSP. The PBSP awards made in May 2023 are for the performance period beginning January 1, 2024 and will have a three-year performance period based on the Corporation’s Return on Average Assets (“ROA”) and Return on Average Tangible Common Equity (“ROATCE”) compared to the 2023 Peer Group. Each executive officer will earn 1/6 of his or her target share award each year of the Performance Period in which the Corporation’s ROA equals or exceeds the 2023 Peer Group average. Similarly, each named executive officer will earn 1/6 of his or her target share award for each year of the Performance Period in which the Corporation’s ROATCE equals or exceeds the 2023 Peer Group average. Earned performance based restricted stock will also be subject to additional service-based vesting – 50% of the shares earned will vest following the end of the three-year Performance Period on May 17, 2027 after results have been certified by the Compensation Committee, with the other 50% of the earned shares vesting on May 17, 2028. If awards are not earned for a fiscal year, the corresponding shares are forfeited. The performance target for 2023 awards will be 75% (at threshold) or 100% (at target) of the average ROA and ROATCE of the 2023 Peer Group, for each year in the three-year Performance Period with 1/6th eligible to be earned for each category for each year. Generally, non-GAAP measures (core) will be used to determine ROA and ROATCE for the 2023 Peer Group with an adjusted formula used for determining the 2023 Peer Group and the Corporation’s performance. For each target year and for each target, if the Corporation’s performance is 100% or greater, the award will be 100% of the shares that are performance based. For any target year or category in which 75% of the average is achieved through 99%, an award will be linearly interpolated proportionate to the percentage achieved. Awarded shares will receive credit for dividends in the form of additional shares of Wesbanco stock beginning with the quarter in which they have been earned and awarded after each measured Performance Period. The PBSP Peer Group. The Compensation Committee used the 2023 Peer Group for PBSP grants for the 2024-2026 Performance Period which is the same as the 2022 Peer Group, as noted on page 20, and as described above.

  22. Employment Contracts

    Employment Contracts The Corporation and its subsidiaries provide certain executive officers, including our named executive officers, with written employment contracts. These contracts are all substantially the same and are structured on a revolving three-year term which is annually renewable. The contracts provide for discharge for cause and terminate in the event of the death of the employee. If terminated by reason of the death of the employee, the Corporation is obligated to pay to the employee’s estate an amount equal to six months of the base salary in a lump sum payment. If terminated without cause, the employee is entitled to a severance payment amount equal to the greater of (i) six months of the employee’s base salary, or (ii) the base salary the employee would have received had he continued to be employed throughout the end of the then-existing term of the agreement in a lump sum. There are no golden parachute type provisions, change in control provisions, tax gross up provisions or other similar provisions contained in the contracts. See the section entitled “Potential Payments Upon Termination or Change in Control,” including the related tables, beginning on page 48 for an estimate of the benefits that our named executive officers would be entitled to receive pursuant to their respective employment agreements under various employment termination scenarios. Although the employment contracts for each executive officer contain termination provisions which would permit salary continuation under certain circumstances in the event the contracts are terminated by the Corporation, the Change in Control Agreements, described in a succeeding section, contain provisions that, if the employee so elects, supersede and replace the termination benefits under an employee’s employment contract in the event of a termination or severance of such an executive officer’s employment subsequent to a change in control.

  23. Change in Control Agreements

    Change in Control Agreements On April 24, 2014, the Corporation and the Bank entered into a change in control agreement with Mr. Clossin (the “Change in Control Agreement”). The Change in Control Agreement is for a term of three years, with automatic one-year extensions. The Change in Control Agreement sets forth certain terms and conditions upon the occurrence of a “change in control event.” Absent a “change in control event” (as defined in the Change in Control Agreement and summarized below), the Change in Control Agreement does not require the Corporation or the Bank to retain the executive in its employ or to pay any specified level of compensation or benefits. The Change in Control Agreement provides that if a change in control event of the Corporation or the Bank which employ the employee occurs, the Corporation and the Bank will be obligated to either continue to employ the executive during the time period starting upon the occurrence of a change in control event and ending two years thereafter (the “Term of Employment”) or provide severance as per the Change in Control Agreement as described below. If, during the Term of Employment, the executive is discharged by the Corporation or the Bank without cause or resigns for good reason, then the executive shall receive a lump sum payment equal to two times (i) the highest rate of the executive’s annual base salary in effect prior to the date of termination, and (ii) the greater of the executive’s average annual bonus over the most recent two years ending prior to the date of termination, or the executive’s target bonus established for the annual bonus plan year in which the date of termination occurs. If the executive is terminated during the Term of Employment for any reason other than cause, then for a period of 18 months from the date of termination, the executive and/or the executive’s family will continue to receive insurance and health care benefits as of the effective date of the change in control event, subject to reduction to avoid duplication with benefits of a subsequent employer. Under a superseding clause in the Change in Control Agreement, in the event of a termination or severance of the executive’s employment subsequent to a change in control event, benefits under the Change in Control Agreement will supersede and replace the benefits under the executive’s employment agreement described above. Generally, and subject to certain exceptions, a “change in control event” is deemed to occur if (a) final regulatory approval is obtained for a party to acquire securities of the Corporation or the Bank representing 20% or more of the combined voting power of the Corporation or the Bank’s then outstanding securities; (b) during any two consecutive years, there is a significant change in the Corporation’s or the Bank’s Board of Directors not approved by the incumbent Board; or (c) final regulatory approval is obtained for a plan of complete liquidation or dissolution or sale of all or substantially all of the Corporation’s or the Bank’s assets or certain significant reorganizations, mergers and similar transactions involving the Corporation or the Bank. If an excise tax under Section 4999 of the Internal Revenue Code applies to these payments, the Corporation will either pay the executive a reduced amount as a lump sum or over an extended period of years such that the net present value of such payments would not cause an excise tax to become due. A substantially similar Agreement was entered into with Mr. Jackson dated July 5, 2022. The Corporation has entered into agreements with all of our continuing named executive officers and with certain other officers to encourage those key officers not to seek other employment because of the possibility of another entity’s acquisition of the Corporation. These agreements were designed to secure the executives’ continued service and dedication to the best interests of stockholders in the face of the perception that a change in control could occur, or of an actual or threatened change in control. Because of the amount of acquisition activity in the banking industry, the Board of Directors believed that entering into these agreements was in our stockholders’ best interests. The agreements operate only upon the occurrence of a “change in control” as defined in the agreements. Absent a change in control, the agreements do not require us to retain the executives or to pay them any specified level of compensation or benefits. Each agreement provides that if a change in control of the Corporation or the Bank which employs the employee occurs, we will be obligated to continue to employ the executive during the time period starting upon the occurrence of a change in control and ending two years thereafter (or, if earlier, at the executive’s retirement date under established rules of the Corporation’s tax-qualified retirement plan). Generally, and subject to certain exceptions, a “change in control” will be deemed to have occurred if (i) final regulatory approval is obtained for any party to acquire securities of the Corporation and/or the Bank representing 20% or more of the combined voting power of the Corporation’s or the Bank’s then outstanding securities; (ii) during any two consecutive years, there is a significant change in the Corporation’s or the Bank’s Board of Directors not approved by the incumbent Board; or (iii) final regulatory approval is obtained for a plan of complete liquidation or dissolution or sale of all or substantially all of the Corporation’s or the Bank’s assets or certain significant reorganizations, mergers and similar transactions involving the Corporation or the Bank. If during this two-year period the executive is discharged without cause or resigns for good reason, then the executive will receive a lump sum payment equal to a multiple from one to three times (i) the highest rate of the executive’s annual base salary in effect prior to the date of termination, (ii) the greater of the executive’s average annual bonus over the one to three year period ending prior to the date of termination, or the executive’s bonus established for the annual bonus year in which the date of termination occurs, and (iii) continuation of all medical benefits for eighteen months from the termination with premium payments the same as existed at the time of the change in control. If an excise tax under Section 4999 of the Code applies to these payments, the Corporation will either pay the executive a reduced amount as a lump sum or over an extended period of years such that the net present value of such payments would not cause an excise tax to become due. In addition, for a period of 18 months from the date of termination, the executive and/or the executive’s family generally will continue to receive insurance and health care benefits equivalent to those in effect immediately prior to the date of the change in control. The Board considered both so-called “single trigger” change in control arrangements, which generally entitle an executive to benefits if the executive’s employment is terminated for any reason during a specified period after a change in control, and “double trigger” change in control arrangements, which typically require the executive’s termination to be involuntary or the executive’s resignation to be for good reason. The Board elected “double trigger” change in control agreements because the Board was of the view that requiring the executive’s employment termination to be involuntary or for good reason would adequately mitigate the personal concerns of executives in connection with potential change in control scenarios and satisfy the purpose of the agreements.

  24. Change in Control Agreements

    See the section entitled “Potential Payments Upon Termination or Change in Control,” including the related table, beginning on page 48 for an estimate of the benefits that our named executive officers would be entitled to receive under certain scenarios pursuant to their respective change in control agreements as a result of a change in control.

  25. Taxation of “Parachute” Payments and Deferred Compensation

    Taxation of “Parachute” Payments and Deferred Compensation We do not provide our named executive officers with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Internal Revenue Code. Sections 280G and 4999 of the Internal Revenue Code provide that executive officers, directors who hold significant equity interests in our Corporation, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of our Corporation that exceeds certain prescribed limits, and that the Corporation, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Internal Revenue Code also imposes additional significant taxes on an executive officer, director or other service provider to the Corporation in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Internal Revenue Code.

  26. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow The Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance unit awards (including PSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to our named executive officers as required by the applicable SEC rules. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that the recipient of such compensation is required to render service in exchange for the option or other award. For performance-based awards (including PSUs), stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-set objectives.

  27. Our Policies With Respect to Granting Equity Awards

    Our Policies With Respect to Granting Equity Awards Equity awards may be granted by either the Compensation Committee or the full Board. The Board generally does not grant equity awards, although the Compensation Committee regularly reports its activity, including approval of grants, to the Board. Timing of Grants. Equity awards are granted at a regularly scheduled meeting of the Compensation Committee. With the exception of TSR awards granted under the TSRP, which are usually granted at the Compensation Committee’s meeting in February, other equity awards are typically granted at the Compensation Committee meeting occurring approximately one month after our annual stockholders meeting and the Compensation Committee also approves salary adjustments at this meeting. On limited occasions, grants may occur at an interim meeting of the Compensation Committee, primarily for the purpose of approving a compensation package for newly hired or promoted executives. The timing of these grants is driven solely by the activity related to the need for the hiring or promotion and not our stock price or the timing of any release of corporate information. Stock Option Exercise Price. The exercise price of a newly granted stock option (that is, not an option assumed in, or granted in connection with, an acquisition) is the closing price on the Nasdaq on the day before the date of grant as set forth in the Incentive Plan.

  28. Review of All Components of Executive Compensation

    Review of All Components of Executive Compensation The Compensation Committee reviews all components of compensation paid to or earned by our named executive officers, including salary, annual and long-term incentive compensation, accumulated realized and unrealized equity-based gains, the dollar value to the executive and cost to the Corporation of all perquisites and other personal benefits, the earnings and accumulated payout obligations under our deferred compensation plans, the actual projected payout obligations under our supplemental retirement income plan and the hypothetical payout obligations under several potential severance and change-in-control scenarios. When the Compensation Committee considers setting various compensation components for our named executive officers, the Compensation Committee takes into consideration the aggregate amounts and mixes of all the principal components, in addition to peer group information.

  29. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  30. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary1 ($) | Bonus2 ($) | Stock Awards3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation5 ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings 6 ($) | All Other Compensation7 ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Jeffrey H. Jackson | 2023 | $855,508 | $637,500 | $691,584 | $26,350 | $— | $— | $52,877 | $2,263,819 | | President & Chief Executive | 2022 | $234,231 | $400,000 | $403,125 | $— | $603,750 | $— | $7,911 | $1,649,017 | | Officer | 2021 | $— | $— | $— | $— | $— | $— | $— | $— | | Todd F. Clossin | 2023 | $826,802 | $593,192 | $1,001,800 | $26,350 | $— | $— | $86,004 | $2,534,148 | | President & Chief Executive | 2022 | $1,001,507 | $— | $994,675 | $34,550 | $874,577 | $— | $127,753 | $3,033,062 | | Officer (Retired) | 2021 | $960,892 | $— | $761,255 | $38,750 | $825,072 | $— | $120,318 | $2,706,287 | | Daniel K. Weiss, Jr | 2023 | $342,475 | $261,105 | $330,740 | $11,858 | $— | $— | $37,544 | $983,722 | | Executive Vice President | 2022 | $326,956 | $— | $328,362 | $15,548 | $288,722 | $— | $32,255 | $991,843 | | & Chief Financial Officer | 2021 | N/A | $— | N/A | N/A | N/A | N/A | N/A | N/A | | Jayson M. Zatta | 2023 | $516,052 | $393,441 | $498,341 | $11,858 | $— | $— | $54,447 | $1,474,139 | | Sr. Executive Vice President & | 2022 | $492,332 | $— | $480,767 | $15,548 | $414,178 | $— | $72,417 | $1,475,242 | | Chief Banking Officer & | 2021 | $457,558 | $— | $354,582 | $17,438 | $336,990 | $— | $67,547 | $1,243,115 | | Group Head - Banking | | | | | | | | | | | & Trust | | | | | | | | | | | Anthony F. Pietranton | 2023 | $358,839 | $273,581 | $346,519 | $11,858 | $— | $— | $40,139 | $1,030,936 | | Sr. Executive Vice President | 2022 | $342,345 | $— | $334,316 | $15,548 | $290,385 | $— | $52,202 | $1,034,796 | | & Group Head - Human | 2021 | $318,164 | $— | $246,572 | $17,438 | $273,232 | $— | $48,710 | $904,116 | | Resources & Facilities | | | | | | | | | | | Michael L. Perkins | 2023 | $346,365 | $264,071 | $334,487 | $11,858 | $— | $41,134 | $39,413 | $1,037,328 | | Sr. Executive Vice President & | 2022 | $330,445 | $— | $322,670 | $15,548 | $284,648 | $— | $46,881 | $1,000,192 | | Group Head - Risk | 2021 | $307,104 | $— | $237,977 | $17,438 | $268,444 | $— | $43,689 | $874,652 | | & Administration | | | | | | | | | |

  31. SUMMARY COMPENSATION TABLE

    Includes amounts deferred under the Wesbanco, Inc. Deferred Compensation Plan, which is described on page 48. 2. Represents amounts awarded under the Key Executive Incentive Bonus, Option and Restricted Stock Plan pursuant to the exercise of Compensation Committee discretion since the applicable performance targets from 2023 were not met. See "Annual Cash Incentive Awards" beginning on page 23. 3. Amounts for 2023 reflect the dollar amount of the aggregate grant date fair value of restricted stock awards granted during 2023 and TSR awards granted in 2023 with respect to the 2023-2025 performance period, computed in accordance with Financial Accounting Standards Codification Topic 718 ("ASC Topic 718"). However, as prescribed by SEC rules, these amounts exclude estimates of forfeitures related to service-based vesting conditions. Refer to Note 12 under Part II, Item 8, "Financial Statements and Supplementary Data" of our Form 10-K for the year ended December 31, 2023 for the relevant assumptions used to determine the valuation of restricted stock awards and TSR awards. These time-based restricted stock awards cliff vest on 5/24/2026. 4. Amounts in this column reflect the dollar amount of the aggregate grant date fair value of stock option awards granted during the applicable fiscal year, computed in accordance with ASC Topic 718. However, as prescribed by SEC rules, these amounts exclude estimates of forfeitures related to service-based vesting conditions. Refer to Note 12 under Part II, Item 8, "Financial Statements and Supplementary Data" of our Form 10-K for the year ended December 31, 2023 for the relevant assumptions used to determine the valuation of stock option awards. Unvested options will vest 50% on 5/24/2024 and 50% on 12/31/24. 5. Amounts in this column reflect annual cash incentive awards pursuant to the Key Executive Incentive Bonus, Option and Restricted Stock Plan. Certain of these amounts have been deferred under the Wesbanco, Inc. Deferred Compensation Plan and are reported in the "Executive Contributions in Last Fiscal Year" column of the Nonqualified Deferred Compensation table on page 48. 6. The amounts in this column reflect the actuarial increase in the present value of the named executive officer's benefits under all of our pension plans, except the 401(k) plan, determined using interest rate and mortality rate assumptions consistent with those used in our financial statements, except that retirement age is assumed to be normal retirement age as defined in the applicable plan, and includes amounts which the named executive officer may not currently be entitled to receive because such amounts are not vested. Includes all other compensation as described in the table entitled “All Other Compensation” on page 40.

  32. GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2023

    GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2023

  33. GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards6 | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | FMV of Stock Price @ close of business on the day the award was granted | Grant Date Fair Value of Stock and Option Awards4 | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | | (g) | | (h) | | (i) | | (j) | | (k) | | (l) | | Jeffrey H. Jackson | 5/24/2023 | $541,875 | $637,500 | $733,125 | | | | | | | | | | | | | $504,004 | | President & Chief | 5/24/2023 | | | | 3,794 | 2 | 5,058 | 2 | 5,058 | 2 | 20,233 | 1 | | | | | $125,995 | | Executive Officer | 5/24/2023 | | | | | | | | | | | | 5,000 | 3 | $24.91 | $24.35 | $26,350 | | | 2/21/2023 | | | | 0 | | 1,840 | 2 | 3,680 | 2 | | | | | | | $61,585 | | Todd F. Clossin | 5/24/2023 | $504,213 | $593,192 | $682,171 | | | | | | | 29,309 | 1 | | | | | $730,087 | | President & Chief | 5/24/2023 | | | | 5,495 | 2 | 7,327 | 2 | 7,327 | 2 | | | | | | | $182,516 | | Executive Officer | 5/24/2023 | | | | | | | | | | | | 5,000 | 3 | $24.91 | $24.35 | $26,350 | | (Retired) | 2/21/2023 | | | | 0 | | 2,665 | 2 | 5,330 | 2 | | | | | | | $89,198 | | Daniel K. Weiss, Jr | 5/24/2023 | $221,939 | $261,105 | $300,271 | | | | | | | 9,676 | 1 | | | | | $241,029 | | Executive Vice | 5/24/2023 | | | | 1,814 | 2 | 2,419 | 2 | 2,419 | 2 | | | | | | | $60,257 | | President & Chief | 5/24/2023 | | | | | | | | | | | | 2,250 | 3 | $24.91 | $24.35 | $11,858 | | Financial Officer | 2/21/2023 | | | | 0 | | 880 | 5 | 1,760 | 5 | | | | | | | $29,454 | | Jayson M. Zatta | 5/24/2023 | $334,425 | $393,441 | $452,457 | | | | | | | 14,580 | 1 | | | | | $363,188 | | Sr. Executive Vice | 5/24/2023 | | | | 2,733 | 2 | 3,644 | 2 | 3,644 | 2 | | | | | | | $90,772 | | President / Chief | 5/24/2023 | | | | | | | | | | | | 2,250 | 3 | $24.91 | $24.35 | $11,858 | | Banking Officer | 2/21/2023 | | | | 0 | | 1,326 | 5 | 2,652 | 5 | | | | | | | $44,381 | | & Group Head - | | | | | | | | | | | | | | | | | | | Banking & Trust | | | | | | | | | | | | | | | | | | | Anthony F. Pietranton | 5/24/2023 | $232,544 | $273,581 | $314,618 | | | | | | | 10,138 | 1 | | | | | $252,538 | | Sr. Executive Vice | 5/24/2023 | | | | 1,901 | 2 | 2,534 | 2 | 2,534 | 2 | | | | | | | $63,122 | | President & Group | 5/24/2023 | | | | | | | | | | | | 2,250 | 3 | $24.91 | $24.35 | $11,858 | | Head - Human Resources & Facilities | 2/21/2023 | | | | 0 | | 922 | 5 | 1,844 | 5 | | | | | | | $30,859 | | Michael L. Perkins | 5/24/2023 | $224,460 | $264,071 | $303,682 | | | | | | | 9,786 | 1 | | | | | $243,769 | | Sr. Executive | 5/24/2023 | | | | 1,835 | 2 | 2,446 | 2 | 2,446 | 2 | | | | | | | $60,930 | | Vice President & | 5/24/2023 | | | | | | | | | | | | 2,250 | 3 | $24.91 | $24.35 | $11,858 | | Group Head - Risk | 2/21/2023 | | | | 0 | | 890 | 5 | 1,780 | 5 | | | | | | | $29,788 | | & Administration | | | | | | | | | | | | | | | | | |

  34. GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2023

    Restricted stock grants cliff vest 100% on 5/24/2026. All grants in this table were made under the Incentive Plan. 2. Performance based restricted shares. Performance based measurement period 2024-2026. See "Description of PBSP" under "Compensation Discussion and Analysis" above for more information. 3. Options vest 50% on 5/24/2024 with the remaining 50% vesting on 12/31/2024. 4. Amounts in this column reflect the dollar amount of the aggregate grant date fair value of restricted stock, performance based restricted stock, stock option, and TSRP awards granted during the applicable fiscal year, computed in accordance with Financial Accounting Standards Board ASC Topic 718. Refer to Note 12 under Part II, Item 8, "Financial Statements and Supplementary Data" of our Form 10-K for the year ended December 31, 2023 for the relevant assumptions used to determine the valuation of restricted stock, stock option, and TSR awards. 5. Represents TSRP award shares for the 2023-2025 performance period. See "Description of TSRP" under "Compensation Discussion and Analysis" above for more information. Represents annual cash incentive compensation opportunities. The actual amounts paid to our named executive officers are set forth in the “Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in “Compensation Discussion and Analysis” above.

  35. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  36. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | | | | | | | | | | | | | | Jeffrey H. Jackson | — | 5,000 | 1 | — | $24.91 | 5/24/2030 | 13,079 | 12 | $410,288 | 2,665 | 10 | $83,601 | | President & Chief | | | | | | | 20,233 | 4 | $634,709 | 7,327 | 11 | $229,848 | | Executive Officer | | | | | | | | | | | | | | Todd F. Clossin | 5,000 | — | | — | $38.88 | 5/16/2024 | 15,796 | 2 | $495,521 | 2,976 | 10 | $93,357 | | President & Chief | 5,000 | — | | — | $45.65 | 5/16/2025 | 23,205 | 3 | $727,941 | 2,665 | 10 | $83,601 | | Executive Officer | 5,000 | — | | — | $38.93 | 5/15/2026 | 29,733 | 4 | $932,724 | 2,219 | 11 | $69,610 | | (Retired) | 5,000 | — | | — | $21.55 | 5/27/2027 | 1,104 | 5 | $34,632 | 2,395 | 11 | $75,131 | | | 5,000 | — | | — | $38.78 | 5/19/2028 | 4,107 | 6 | $128,837 | 5,486 | 11 | $172,096 | | | 5,000 | — | | — | $32.30 | 5/18/2029 | 1,137 | 7 | $35,668 | 7,327 | 11 | $229,848 | | | | 5,000 | 1 | | $24.91 | 5/24/2030 | 2,529 | 8 | $79,335 | | | | | | | | | | | | 2,863 | 13 | $89,812 | | | | | Daniel K. Weiss, Jr | | | | | | | | | | | | | | Executive Vice | 500 | — | | — | $38.88 | 5/16/2024 | 1,859 | 2 | $58,317 | 982 | 10 | $30,805 | | President & | 1,000 | — | | — | $45.65 | 5/16/2025 | 7,661 | 3 | $240,326 | 880 | 10 | $27,606 | | Chief Financial | 1,500 | — | | — | $38.93 | 5/15/2026 | 9,851 | 4 | $309,026 | 242 | 11 | $7,592 | | Officer | 750 | — | | — | $21.55 | 5/27/2027 | 447 | 6 | $14,022 | 282 | 11 | $8,846 | | | 750 | — | | — | $38.78 | 5/19/2028 | 134 | 7 | $4,204 | 1,811 | 11 | $56,811 | | | 2,250 | — | | — | $32.30 | 5/18/2029 | | | | 2,419 | 11 | $75,884 | | | — | 2,250 | 1 | — | $24.91 | 5/24/2030 | | | | | | | | Jayson M. Zatta | 2,250 | — | | — | $38.88 | 5/16/2024 | 9,607 | 2 | $301,372 | 1,438 | 10 | $45,110 | | Sr. Executive Vice | 2,250 | — | | — | $45.65 | 5/16/2025 | 11,216 | 3 | $351,846 | 1,326 | 10 | $41,597 | | President/Chief | 2,250 | — | | — | $38.93 | 5/16/2026 | 10,607 | 4 | $332,742 | 1,005 | 11 | $31,527 | | Banking Officer | 2,250 | — | | — | $38.78 | 5/19/2028 | 499 | 5 | $15,654 | 1,115 | 11 | $34,978 | | & Group Head - | 2,250 | — | | — | $32.30 | 5/18/2029 | 1,856 | 6 | $58,223 | 2,652 | 11 | $83,193 | | Banking & | — | 2,250 | 1 | — | $24.91 | 5/24/2030 | 530 | 7 | $16,626 | 3,644 | 11 | $114,312 | | Trust | | | | | | | 1,144 | 8 | $35,887 | | | | | | | | | | | | 1,334 | 13 | $41,848 | | | | | Anthony F. Pietranton | 2,000 | — | | — | $38.88 | 5/16/2024 | 5,116 | 2 | $160,489 | 1,000 | 10 | $31,370 | | Sr. Executive Vice | 2,000 | — | | — | $45.65 | 5/16/2025 | 7,800 | 3 | $244,686 | 922 | 10 | $28,923 | | President & Group | 2,000 | — | | — | $38.93 | 5/16/2026 | 10,138 | 4 | $318,029 | 698 | 11 | $21,896 | | Head - Human | 2,000 | — | | — | $21.55 | 5/27/2027 | 347 | 5 | $10,885 | 776 | 11 | $24,343 | | Resources | 2,250 | — | | — | $38.78 | 5/19/2028 | 1,291 | 6 | $40,499 | 1,844 | 11 | $57,846 | | & Facilities | 2,250 | — | | — | $32.30 | 5/18/2029 | 369 | 6 | $11,576 | 2,534 | 11 | $79,492 | | | — | 2,250 | 1 | — | $24.91 | 5/24/2030 | 795 | 8 | $24,939 | | | | | | | | | | | | 927 | 13 | $29,080 | | | | | Michael L. Perkins | 2,250 | — | | — | $38.88 | 5/16/2024 | 4,938 | 2 | $154,905 | 965 | 10 | $30,272 | | Sr. Executive Vice | 2,250 | — | | — | $45.65 | 5/16/2025 | 7,528 | 3 | $236,153 | 890 | 10 | $27,919 | | President & Group | 2,250 | — | | — | $38.93 | 5/16/2026 | 9,963 | 4 | $312,539 | 673 | 11 | $21,112 | | Head - Risk & | 1,125 | — | | — | $21.55 | 5/27/2027 | 331 | 5 | $10,383 | 748 | 11 | $23,465 | | Administration | 2,250 | — | | — | $38.78 | 5/19/2028 | 1,247 | 6 | $39,118 | 1,780 | 11 | $55,839 | | | 2,250 | — | | — | $32.30 | 5/18/2029 | 356 | 7 | $11,168 | 2,446 | 11 | $76,731 | | | — | 2,250 | 1 | — | $24.91 | 5/24/2030 | 768 | 8 | $24,092 | | | | | | | | | | | | 895 | 13 | $28,076 | | | |

  37. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Options vest 50% on 5/24/2024 with the remaining 50% vesting on 12/31/2024. 2. Restricted stock cliff vests on 5/19/2024. 3. Restricted stock cliff vests on 5/18/2025. 4. Restricted stock cliff vests on 5/24/2026. 5. Represents shares achieved under PBSP awards that are currently restricted and will cliff vest on 5/15/2024. 6. Represents shares achieved under PBSP awards that are currently restricted of which 50% will cliff vest on 5/27/2024 and 50% will cliff vest on 5/27/2025. 7. Represents shares achieved under PBSP awards that are currently restricted of which 50% will cliff vest on 5/19/2025 and 50% will cliff vest on 5/19/2026. 8. Represents shares achieved under TSRP that are currently restricted of which 50% cliff vest on 2/21/24 and 50% cliff vest on 2/2/25. 9. Stock price as of close of business on 12/31/2023 used to value the restricted stock was $31.37 per share. Represents the number of shares that would be awarded if target performance was achieved under TSRP awards for the 2022-2024 and 2023-2025 performance measurement period, which vest in three equal tranches as of December 31, 2024, 2025 and 2026 and December 31, 2025, 2026 and 2027, respectively. Represents the number of shares that would be awarded if target performance was achieved under PBSP awards for the 2021-2023, 2022-2024, 2023-2025 and 2024-2026 performance measurement period, which vest in two equal tranches as of May 27, 2024 and 2025, May 19, 2025 and 2026; May 18, 2026 and 2027; and May 24, 2027 and 2028, respectively. Restricted stock cliff vests on 7/5/2025. 13. Represents shares achieved under TSRP that are currently restricted of which 33.3% cliff vest on 2/21/24, 33.3% cliff vest on 2/21/25 and 33.3% cliff vest on 2/21/26.

  38. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  39. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)1 | Value Realized on Vesting ($)2 | | (a) | (b) | (c) | (d) | (e) | | Jeffrey H. Jackson | — | $— | — | $— | | President & Chief Executive Officer | | | | | | Todd F. Clossin | — | $— | 17,339 | $423,713 | | President & Chief Executive Officer (Retired) | | | | | | Daniel K. Weiss, Jr | — | $— | 2,337 | $57,116 | | Executive Vice President & Chief Financial Officer | | | | | | Jayson M. Zatta | — | $— | 9,788 | $239,219 | | Sr. Executive Vice President / Chief Banking Officer & Group Head - Banking & Trust | | | | | | Anthony F. Pietranton | — | $— | 6,523 | $159,422 | | Sr. Executive Vice President & Group Head - Human Resources & Facilities | | | | | | Michael L. Perkins | — | $— | 6,569 | $160,546 | | Sr. Executive Vice President & Group Head - Risk & Administration | | | | |

  40. OPTION EXERCISES AND STOCK VESTED

    1. Shares which vested during 2023. Includes dividends earned during vesting period. The shares are net of any shares withheld in settlement of any tax obligations. Average of high and low stock prices on the business day following the vesting date.

  41. Pension Benefits

    Pension Benefits The table below shows the present value of accumulated benefits payable to each of the named executive officers, including the number of years of service credited to each such named executive officer, under each of the Defined Benefit Plan and the SERP, determined using interest rate and mortality rate assumptions consistent with those used in the Corporation’s financial statements. Information regarding the Defined Benefit Plan and the SERP can be found in the text following the table.

  42. PENSION BENEFITS

    PENSION BENEFITS

  43. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | ( c ) | (d) | (e) | | Jeffrey H. Jackson | | — | $— | $— | | President & Chief Executive Officer | | | | | | Todd F. Clossin | | — | $— | $— | | President & Chief Executive Officer (Retired) | | | | | | Daniel K. Weiss, Jr | | — | $— | $— | | Executive Vice President & Chief Financial Officer | | | | | | Jayson M. Zatta | | — | $— | $— | | Sr. Executive Vice President / Chief Banking Officer & Group Head - Banking & Trust | | | | | | Anthony F. Pietranton | | — | $— | $— | | Sr. Executive Vice President & Group Head - Human Resources & Facilities | | | | | | Michael L. Perkins | Wesbanco, Inc. | 28.5 | $513,783 | $— | | Sr. Executive Vice President & Group Head - Risk & Administration | Defined Benefit Pension Plan | | | |

  44. PENSION BENEFITS

    The Corporation maintains the Defined Benefit Plan for all employees employed prior to August 1, 2007, and the SERP for certain executive officers. The preceding pension benefits table lists the approximate present value of the retirement benefits (qualified plan only) an executive officer would receive if he or she retired at age 65. Amounts are based on a full life annuity form for the defined benefit plan. The values reflected in the “Present Value of Accumulated Benefit” column of the “Pension Benefits” table are equal to the actuarial present value of each officer’s accrued benefit under the applicable plan as of December 31, 2023, using the same actuarial factors and assumptions used for financial statement reporting purposes. These assumptions are described in Note 12 under Part II, Item 8, “Financial Statements and Supplementary Data” of our Form 10-K for the year ended December 31, 2023. Under the Defined Benefit Plan, a participant’s compensation covered by the Corporation’s pension plan is cash compensation reported on the Form W-2 plus 401(k) Plan elective deferrals and Section 125 contributions made by the employee (as reported in the “Summary Compensation Table”), for the 60 consecutive months out of the last 120 consecutive months of the participant’s career for which such average is the highest, or in the case of a participant who has been employed for less than 60 months, the period of his employment with the Corporation. The plan benefit is not subject to any offset for social security benefits. Under current IRS rules only annual compensation of $345,000 (for 2024) or less is considered covered compensation for defined benefit plan purposes. The Corporation closed the Defined Benefit Plan to new participants effective August 1, 2007, and the plan has not accepted new participants since that date.

  45. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  46. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | (a) | (b)1 | (c)1 | (d) | (e) | (f)2 | | Jeffrey H. Jackson | $— | $25,665 | $— | $— | $— | | President & Chief Executive Officer | | | | | | | Todd F. Clossin | $— | $— | $35,856 | $— | $1,639,713 | | President & Chief Executive Officer (Retired) | | | | | | | Daniel K. Weiss, Jr | $— | $10,274 | $11,231 | $— | $165,715 | | Executive Vice President & Chief Financial Officer | | | | | | | Jayson M. Zatta | $182,712 | $15,482 | $16,666 | $— | $2,245,979 | | Sr. Executive Vice President / Chief Banking Officer & Group Head - Banking & Trust | | | | | | | Anthony F. Pietranton | $— | $10,765 | $2,526 | $— | $96,812 | | Sr. Executive Vice President & Group Head - Human Resources & Facilities | | | | | | | Michael L. Perkins | $— | $6,927 | $— | $— | $69,401 | | Sr. Executive Vice President & Group Head - Risk & Administration | | | | | |

  47. NONQUALIFIED DEFERRED COMPENSATION

    1. Amounts were included in “Summary Compensation Table” on page 39. 2. Of the aggregate balances presented in this column, the following amounts were reported as compensation in the Summary Compensation Table in prior years: $1,406,369 (Mr. Clossin) $32,696 (Mr. Weiss) $917,781 (Mr. Zatta); $45,073 (Mr. Pietranton); Mr. Jackson and Mr. Perkins had no previous contributions reported. The Corporation’s non-qualified Deferred Compensation Plan permits voluntary participation by employees specifically named by the Compensation Committee, including the named executive officers. The plan was adopted to meet the requirements of the American Jobs Creation Act of 2004 and its implementing regulations. The plan permits participating executive officers to elect in advance to defer from 1% to 100% of base salary and bonus into the plan on an annual basis. The plan permits, but does not require, the Corporation to make matching contributions with respect to participating employees. Employer contributions to the plan for individual participants require the approval of the Compensation Committee. Balances for participating employees and directors are deemed invested in investment vehicles permitted from time to time by the Board of Directors in advance and credits (or debits) for investment experience may be made from time to time. One of the purposes of the plan is to permit the Corporation to supplement retirement benefits for executive officers who will not, because of age or service requirements, realize any significant benefits under the Corporation’s defined benefit pension plan. Matching contributions were made for the named executive officers for 2023 as disclosed in the “Nonqualified Deferred Compensation” table above. Distributions are made at either the applicable date selected by participating officers at the time they made their election to defer or after separation from service.

  48. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below entitled “Executive Benefits and Payments Upon Termination” on page 51 summarizes the estimated payments to be made under each contract, agreement, plan or arrangement which provides for payments to a named executive officer at, following, or in connection with any termination of employment including by resignation, retirement, disability or a constructive termination of a named executive officer, or a change in the named executive officer’s responsibilities, following a change in control. However, in accordance with SEC regulations, we do not report in this table any amount to be provided to a named executive officer under any arrangement which does not discriminate in scope, terms, or operation in favor of our executive officers and which is available generally to all salaried employees. Also, the following table does not repeat information disclosed above under the deferred compensation table, or the outstanding equity awards at fiscal year-end table, except to the extent that the amount payable to the named executive officer would be enhanced by the termination event. For 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, 2023, 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 - $31.37. The Corporation has entered into employment contracts with its executive officers, including the named executive officers, which are structured on a revolving three-year term which are annually renewable. These contracts do not contain an acceleration provision based on a change in control of the Corporation. If they are terminated by reason of the death of the employee, then the Corporation is required to pay the employee’s designated beneficiary an amount equal to six months of the employee’s base salary. If the employee is terminated for cause, then no severance payment is due. If the employee is terminated without cause, then the Corporation is obligated to pay the employee the greater of (i) six months of the employee’s base salary, or (ii) the base salary the employee would have received had he continued to be employed throughout the end of the then existing term of the agreement in the form of a lump sum payment. In the event of a resignation of the employee, the Corporation is not required to pay any severance.

  49. EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION

    EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION

  50. EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION

    | Executive Benefits and Payments Upon Termination | Involuntary Not for Cause Termination | Involuntary or Good Reason Termination within 24 months of Change in Control (1) | Death | Disability | | Jeffrey H. Jackson | | | | | | Base Salary | $2,125,000 | $0 | $425,000 | $0 | | Severance | | $3,636,053 | | | | Stock Options / Restricted Stock | | $2,584 | $1,044,996 | $1,044,996 | | Post-Employment Health Care | | $31,475 | | | | Total | $2,125,000 | $3,670,112 | $1,469,996 | $1,044,996 | | Todd F. Clossin | | | | | | Base Salary | $2,372,765 | $0 | $527,281 | $0 | | Severance | | $5,895,882 | | | | Stock Options / Restricted Stock | | $2,584 | $2,524,469 | $2,524,469 | | Post-Employment Health Care | | $26,233 | | | | Total | $2,372,765 | $5,924,699 | $3,051,750 | $2,524,469 | | Daniel K. Weiss, Jr. | | | | | | Base Salary | $696,280 | $0 | $174,070 | $0 | | Severance | | $1,116,777 | | | | Stock Options / Restricted Stock | | $1,163 | $625,891 | $625,891 | | Post-Employment Health Care | | $31,475 | | | | Total | $696,280 | $1,149,415 | $799,961 | $625,891 | | Jayson M. Zatta | | | | | | Base Salary | $1,136,607 | $0 | $262,294 | $0 | | Severance | | $2,760,670 | | | | Stock Options / Restricted Stock | | $1,163 | $1,154,206 | $1,154,206 | | Post-Employment Health Care | | $26,233 | | | | Total | $1,136,607 | $2,788,066 | $1,416,500 | $1,154,206 | | Anthony F. Pietranton | | | | | | Base Salary | $729,550 | $0 | $182,388 | $0 | | Severance | | $1,870,814 | | | | Stock Options / Restricted Stock | | $1,163 | $840,164 | $840,164 | | Post-Employment Health Care | | $26,233 | | | | Total | $729,550 | $1,898,210 | $1,022,552 | $840,164 | | Michael L. Perkins | | | | | | Base Salary | $762,870 | $0 | $176,047 | $0 | | Severance | | $1,805,309 | | | | Stock Options / Restricted Stock | | $1,163 | $816,422 | $816,422 | | Post-Employment Health Care | | $31,475 | | | | Total | $762,870 | $1,837,947 | $992,469 | $816,422 |

  51. EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION

    Amounts included in this column reflect the applicable limits pursuant to Section 280G of the Code for each named executive officer.

  52. CEO Pay Ratio

    CEO Pay Ratio As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Jeffrey H. Jackson, our President and Chief Executive Officer (our “CEO”). For 2023, our last completed fiscal year: • the annual total compensation of our median employee was $64,776; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $2,263,819.

  53. CEO Pay Ratio

    | Based on this information, for 2023 the ratio of the annual total compensation of Todd F. Clossin, our President and Chief Executive Officer, to the annual total compensation of our median employee was approximately 35 to 1. |

  54. CEO Pay Ratio

    We took the following steps to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO. 1. We determined that, as of October 1, 2023, our employee population consisted of approximately 2,391 individuals. This population consisted of our full-time, part-time, and temporary employees employed with us as of the determination date. 2. To identify the “median employee” from our employee population, we used the amount of “gross wages” for the identified employees as reflected in our payroll records for the nine-month period beginning January 1, 2023 and ending October 1, 2023. For gross wages, we generally used the total amount of compensation the employees were paid before any taxes, deductions, insurance premiums, and other payroll withholding. We did not use any statistical sampling techniques. 3. For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $64,776. 4. For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this proxy statement. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions, and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.

  55. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to certain individuals by the Corporation and certain financial performance of the Corporation. For further information concerning the Corporation’s pay-for-performance philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement.

  56. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary compensation table total for PEO (Jackson) 1 | Summary compensation table total for PEO (Clossin) 1 | Compensation actually paid to PEO (Jackson) 2 | Compensation actually paid to PEO (Clossin) 2 | Average summary compensation table total for non-PEO named executive officers 3 | Average compensation actually paid to non-PEO named executive officers 4 | Total shareholder return 5 | Peer group total shareholder return 6 | Net income 7 | Core Earnings per Share 8 | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $2,263,819 | $2,534,148 | $2,639,457 | $2,054,422 | $1,131,531 | $976,754 | $99.22 | $102.56 | $159,032 | $2.56 | | 2022 | $- | $3,033,062 | $- | $3,523,605 | $1,287,725 | $1,419,787 | $111.34 | $110.80 | $192,113 | $3.04 | | 2021 | $- | $2,706,287 | $- | $3,061,694 | $1,035,766 | $1,165,212 | $101.33 | $129.98 | $242,260 | $3.62 | | 2020 | $- | $2,162,733 | $- | $2,016,979 | $826,553 | $745,122 | $83.55 | $92.90 | $122,044 | $1.88 |

  57. Pay Versus Performance

    1. This is from the Summary Compensation Table on page 39. 2. This column represents the amount of “compensation actually paid” to Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jackson during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Jackson’s total compensation for 2023 and Mr. Clossin's total compensation for 2023, 2022, 2021 and 2020 to determine the “compensation actually paid”:

  58. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO(a) | Reported Summary Compensation Table Value of PEO Equity Awards (b) | Adjusted Value of Equity Awards(c) | Reported Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments | Compensation Actually Paid to PEO | | PEO (Jackson) | | | | | | | | 2023 | $2,263,819 | $(717,934) | $1,093,572 | $- | $- | $2,639,457 | | PEO (Clossin) | | | | | | | | 2023 | $2,534,148 | $(1,028,150) | $548,424 | $- | $- | $2,054,422 | | 2022 | $3,033,062 | $(1,029,225) | $1,519,768 | $- | $- | $3,523,605 | | 2021 | $2,706,287 | $(800,005) | $1,155,412 | $- | $- | $3,061,694 | | 2020 | $2,162,733 | $(806,229) | $660,475 | $- | $- | $2,016,979 |

  59. Pay Versus Performance

    (a) This column represents the amount of total compensation reported for Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020 in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement. (b) This column represents the grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement. This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year (a “Subject Year”). For a Subject Year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Mr. Jackson to arrive at “compensation actually paid” to Mr. Jackson and Mr. Clossin for that Subject Year. The adjusted amount is determined by adding (or subtracting, as applicable) the following for that Subject Year: (i) the year-end fair value of any equity awards granted in the Subject Year that are outstanding and unvested as of the end of the Subject Year; (ii) the amount of change as of the end of the Subject Year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the Subject Year; (iii) for awards that are granted and vest in the Subject Year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the Subject Year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the Subject Year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the Subject Year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the Subject Year. [The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.] The amounts added or subtracted to determine the adjusted amount are as follows:

  60. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | Adjusted Value of Equity Awards | | PEO (Jackson) | | | | | | | | | 2023 | $1,150,926 | $(70,125) | $- | $- | $- | $12,770 | $1,093,572 | | PEO (Clossin) | | | | | | | | | 2023 | $1,238,989 | $(363,532) | $- | $(396,272) | $- | $69,240 | $548,424 |

  61. Pay Versus Performance

    This column represents the average of the amounts reported for the Corporation’s named executive officers (NEOs) as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for the applicable year. The names of each of the NEOs (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mr. Weiss, Mr. Zatta, Mr. Pietranton and Mr. Perkins; (ii) for 2022, Mr. Weiss, Mr. Jackson, Mr. Zatta and Mr. Pietranton; (iii) for 2021, Mr. Young, Mr. Zatta, Mr. Pietranton and Mr. Perkins; and (iv) for 2020, Mr. Young, Mr. Zatta, Mr. Dargusch and Mr. Pietranton 4. This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) for each year to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c):

  62. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for non-PEO(a) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b) | Average Non-PEO NEO Adjusted Value of Equity Awards(c) | Average Reported Change in the Actuarial Present Value of Pension Benefits(d) | Pension Benefit Adjustments(e) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,131,531 | $(389,379) | $243,704 | $(10,284) | $1,181 | $976,754 | | 2022 | $1,287,725 | $(398,303) | $530,365 | $— | $— | $1,419,787 | | 2021 | $1,035,766 | $(303,767) | $433,069 | $(3,117) | $3,261 | $1,165,212 | | 2020 | $826,553 | $(298,922) | $244,275 | $(28,139) | $1,356 | $745,122 |

  63. Pay Versus Performance

    (a) This column represents the average of the amounts reported for the Corporation’s named executive officers (NEOs) as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for the applicable year. (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for the applicable year. This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in each applicable year determined using the same methodology described above in Note 2(c). For each year, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) to arrive at “compensation actually paid” to each NEO (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) for that year, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) for that year. The amounts added or subtracted to determine the adjusted average amount are as follows:

  64. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year | Adjusted Average Value of Equity Awards | | 2023 | $471,532 | $(121,131) | $- | $(121,879) | $- | $15,182 | $243,704 |

  65. Pay Versus Performance

    The amounts included in this column are the average amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for each applicable year for the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020). Please refer to the Summary Compensation Table of the Corporation’s Proxy Statement for the applicable year. (e) This column represents the average total pension benefit adjustments for each applicable year, which includes the aggregate of two components: (i) the average actuarially determined service cost for services rendered by the NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020) during the applicable year (the “Service Cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “Prior Service Cost”), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows:

  66. Pay Versus Performance

    | Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2023 | $1,210 | $(29) | $1,181 | | 2022 | $- | $- | $- | | 2021 | $3,306 | $(45) | $3,261 | | 2020 | $1,382 | $(27) | $1,356 |

  67. Pay Versus Performance

    5. This column represents cumulative Corporation total shareholder return (TSR). TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022 and 2020-2023), assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the Corporation’s share price at the beginning of the measurement period. 6. This column represents cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, and otherwise computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: S&P Regional Banks Select Industry Index. 7. This column represents the amount of net income in thousands reflected in the Corporation’s audited financial statements for the applicable year. The Corporation selected ratio is net income per common shareholders, excluding after-tax restructuring and merger-related expenses. This is a non-GAAP measure, and is disclosed in Form 10K for the year ended December 31, 2023.

  68. Pay Versus Performance

    | Year | 2023 | 2022 | 2021 | | Net income per common share – diluted (“EPS”) | $2.51 | $3.02 | $3.53 | | Add: After-tax restructuring and merger-related expenses per common share - diluted (9) | 0.05 | 0.02 | 0.09 | | Core EPS | $2.56 | $3.04 | $3.62 |

  69. Pay Versus Performance

    Tax effected at 21% for all periods presented.

  70. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Corporation’s executive compensation program reflects a pay-for-performance philosophy. While the Corporation utilizes several performance measures to align executive compensation with Corporation performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Corporation measures are presented in the Pay versus Performance table. Moreover, the Corporation generally seeks to incentivize long-term performance, and therefore does not specifically align the Corporation’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Corporation is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  71. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following table compares (i) the amount of compensation actually paid to Mr. Clossin, in 2023, 2022, 2021 and 2020 and Mr. Jackson in 2023, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) the Corporation’s cumulative TSR over the four years presented in the table.

  72. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following table compares (i) the amount of compensation actually paid to Mr. Clossin, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) the Corporation’s net income over the four years presented in the table.

  73. Compensation Actually Paid and Core EPS

    Compensation Actually Paid and Core EPS The following table compares (i) the amount of compensation actually paid to Mr. Clossin, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) Core EPS over the four years presented in the table.

  74. Non-Employee Director Compensation and Stock Ownership

    Non-Employee Director Compensation and Stock Ownership The Board of Directors is responsible for establishing compensation for the Corporation’s non-employee directors. The Compensation Committee reviews the compensation for non-employee directors, including reviewing compensation provided to non-employee directors at other companies, and makes a recommendation to the Board for its approval. In order to align the interests of directors and stockholders, it is also the Board’s policy that non-employee directors are encouraged to own an amount of the Corporation’s stock that is significant in light of each director’s individual means. The Corporation also expects all directors to comply with all federal, state, and local laws regarding trading in securities of the Corporation and disclosing material, non-public information regarding the Corporation, and the Corporation has procedures in place to assist directors in complying with these laws.

  75. 2023 Director COMPENSATION

    2023 Director COMPENSATION

  76. 2023 Director COMPENSATION

    | Name | Fees Earned or Paid in Cash Wesbanco, Inc. ($) | Fees Earned or Paid in Cash Wesbanco Bank, Inc. ($) | Stock Awards ($) | Total ($) | | Rosie Allen-Herring | 59,000 | 34,600 | 50,000 | 143,600 | | Todd F. Clossin | - | - | - | - | | James W. Cornelsen | 59,000 | 32,200 | 50,000 | 141,200 | | Michael J. Crawford | 75,500 | 8,000 | 50,000 | 133,500 | | Christopher V. Criss | 146,750 | 8,000 | 50,000 | 204,750 | | Abigail M. Feinknopf | 63,000 | 4,000 | 50,000 | 117,000 | | Robert J. Fitzsimmons | 60,000 | - | 50,000 | 110,000 | | Jeffrey H. Jackson | - | - | - | - | | Denise Knouse-Snyder | 74,250 | 15,200 | 50,000 | 139,450 | | D. Bruce Knox | 76,500 | - | 50,000 | 126,500 | | Lisa A. Knutson | 76,500 | - | 50,000 | 126,500 | | Gary L. Libs | 67,750 | 8,000 | 50,000 | 125,750 | | Jay T. McCamic | 62,500 | 16,000 | 50,000 | 128,500 | | F. Eric Nelson, Jr. | 63,000 | 4,000 | 50,000 | 117,000 | | Gregory S. Proctor, Jr. | 67,750 | 30,600 | 50,000 | 148,350 | | Joseph R. Robinson | 67,000 | - | 50,000 | 117,000 | | Kerry M. Stemler | 62,000 | 12,000 | 50,000 | 124,000 | | Reed J. Tanner | 113,250 | - | 50,000 | 163,250 | | Total | $1,193,750 | $172,600 | $800,000 | $2,166,350 |