DEF 14A of Wesbanco Inc
Filed Mar 14, 2025 · FY20240000950170-25-039418
PROXY STATEMENT
| | PAGE | | Compensation Actually Paid and Core EPS | 57 | | Cumulative TSR of the Corporation and Cumulative TSR of the Peer Group | 58 | | ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES | 58 | | Environmental | 58 | | Social Responsibility | 58 | | Governance | 59 | | Insider Trading Policies and Procedures | 60 | | CORPORATE GOVERNANCE | 60 | | Board Size and Separate Chairman | 60 | | Criteria for Membership on the Board | 61 | | Overall Composition. | 61 | | Personal Qualities. | 61 | | Commitment to the Corporation and its Stockholders. | 61 | | Other Commitments. | 61 | | Additional Criteria for Incumbent Directors. | 61 | | Stock Ownership. | 61 | | Additional Criteria for New Directors. | 61 | | Independence. | 62 | | Director Nomination Process | 62 | | Nominations Developed by the Nominating Committee. | 62 | | Stockholder Nominations Submitted to the Nominating Committee. | 63 | | Stockholder Nominations Submitted to Stockholders. | 63 | | Board Responsibilities | 63 | | Board Meetings | 63 | | Committees of the Board | 63 | | Executive Committee. | 64 | | Audit Committee. | 64 | | Nominating Committee. | 64 | | Compensation Committee. | 64 | | Board Self-Evaluation | 64 | | Director Orientation and Education | 64 | | Non-Employee Director Compensation and Stock Ownership | 64 | | Meetings of Board of Directors and Committees and Compensation of Members | 65 | | 2024 DIRECTOR COMPENSATION | 66 | | NOMINATING COMMITTEE | 66 | | COMPENSATION COMMITTEE | 66 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 66 | | AUDIT COMMITTEE | 67 | | REPORT OF AUDIT COMMITTEE | 67 | | STOCKHOLDERS INTENDING TO NOMINATE CANDIDATES FOR ELECTION TO BOARD OF DIRECTORS MUST GIVE NOTICE TO CORPORATION | 68 | | PROPOSALS OF STOCKHOLDERS FOR PRESENTATION AT NEXT YEAR’S ANNUAL MEETING, TO BE HELD APRIL 15, 2026 | 68 | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 68 | | Audit Fees | 68 | | Audit-Related Fees | 69 | | Tax Fees | 69 | | All Other Fees | 69 | | PROXY SOLICITOR | 69 | | ITEM 2 APPROVAL OF AN ADVISORY (NON-BINDING) VOTE ON THE CORPORATION’S EXECUTIVE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS | 69 | | ITEM 3 ADVISORY (NON-BINDING) VOTE RATIFYING THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 70 | | OTHER MATTERS TO BE CONSIDERED AT THE MEETING | 70 |
Transactions with Directors and Officers
Transactions with Directors and Officers
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 twenty members for the year 2025, and has fixed the number of Directors to be elected to the Board of Directors at the forthcoming meeting at ten persons, with seven to serve for a term of three years which will expire at the annual stockholders meeting in 2028, one to serve for a term of one year which will expire in 2026, and two to serve for a term of two years which will expire 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.
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 2026.
Continuing Directors
| Name | Age | Year First Elected Director | Position | | Todd F. Clossin | 63 | 2014 | Director | | Michael J. Crawford | 69 | 2018 | Director | | Abigail M. Feinknopf | 57 | 2002 | Director | | Denise Knouse-Snyder | 54 | 2016 | Director | | Jay T. McCamic | 69 | 2003 | Director | | F. Eric Nelson, Jr. | 64 | 2007 | Director |
Continuing Directors
For each director named above, the particular experience, qualifications, attributes, or skills that led the Board to conclude that he or she should serve as a director are as follows:
Continuing Directors
| | TODD F. CLOSSIN has served as a member of the Board of Directors of the Corporation since 2014. He served as President and Chief Executive Officer of the Corporation through July 31, 2023. Mr. Clossin is also a member of the Executive Committee of the Board, the Enterprise Risk Management Committee, the Asset/Liability Management Committee, and the Loan Review Committee of the Bank. Mr. Clossin formerly served as Executive Vice President and Chief Administrative Officer for Fifth Third Bank. At Fifth Third, Mr. Clossin served in many retail and commercial capacities and was responsible for strategic planning, marketing, customer experience, distribution strategies, sourcing, facilities, sustainability, social media, and analytics. His career with Fifth Third also included serving as President and Chief Executive Officer, Fifth Third Bank Midwest and Midsouth Regions from 2010 to 2011, President and Chief Executive Officer, Fifth Third Bank Midwest and Florida Regions from 2009 to 2010, President and Chief Executive Officer, Fifth Third Bank Midwest Region from 2006 to 2009, President and Chief Executive Officer, Fifth Third Bank North Ohio Region from 2005 to 2006 and President and Chief Executive Officer, Fifth Third Bank Tennessee from 2002 to 2005. In his 39 year banking career, Mr. Clossin also served in various capacities with Key Bank and Society Bank in Columbus, Dayton, Cleveland, and Canton. Mr. Clossin is a graduate of Mount Union College where he received a B.A. in Business Administration and a graduate of Akron University where he received an MBA. He is also a graduate of the Darden School of Business Advanced Commercial Lending Program, Weatherhead School of Business Executive Leadership Program, Center of Creative Leadership’s Leadership at the Peak Program and Stanford University’s Strategy and Organization Program. Mr. Clossin’s experience in banking and especially in many of the markets in which the Corporation operates, make him qualified to serve on the Board of Directors of the Corporation. |
Continuing Directors
| | MICHAEL J. CRAWFORD has served as a member of the Board of Directors of the Corporation since August 20, 2018. He also serves on the Audit Committee, Insurance Committee, which he chairs, and Personnel and Post Retirement Committee. He served as a Director of Farmers and United Bank & Capital Trust Company from 2010 to August 2018, and was Chairman of the Board of Directors of Citizens Bank of Northern Kentucky. Mr. Crawford currently serves as Senior Vice President of AssuredPartners of Kentucky and formerly served as Managing Director from 2012 to 2019. Mr. Crawford was President and Director of Crawford Insurance, a life, health, individual and commercial insurance agency from 1995 until October of 2012 when the business was acquired by AssuredPartners. Mr. Crawford brings extensive risk management skills and general business experience to our Board through his career of selling and providing comprehensive insurance to his clients and managing an insurance company. Mr. Crawford was also instrumental in forming a successful de-novo bank in 1993, which Farmers acquired 12 years later. |
Continuing Directors
| | ABIGAIL M. FEINKNOPF has served as a member of the Board of Directors of the Corporation since March 1, 2002. She currently serves on the Marketing Committee of the Corporation and the Loan Review Committee of the Bank. Ms. Feinknopf has extensive marketing experience in the Columbus, Ohio market, having served for years in a marketing and business development role in the Ohio architectural industry, representing Karlsberger Companies. She continues to provide marketing and business development consultation to Feinknopf Photography, also based in Columbus. Ms. Feinknopf is an artist and designer and operates her own commission-based studio. She graduated from West Virginia University with a B.A. in English and also attended Capital University in Columbus, Ohio. She also represents significant share ownership and has prior bank board experience, having served on the Board of American Bancorporation and its wholly owned subsidiary, Wheeling National Bank. Her marketing background and experience, together with her stockholder interest and her knowledge of a key market in which the Corporation operates, Columbus, Ohio, make her a valuable member of our Board of Directors and qualified to serve. |
Continuing Directors
| | DENISE KNOUSE-SNYDER has served as a member of the Board of Directors of the Corporation since April 20, 2016. She currently serves as a member of the Executive Committee and Asset/Liability Management Committee of the Corporation and the Executive Loan Committee of the Bank. She is a resident of the Wheeling, West Virginia, area. Ms. Knouse-Snyder, an attorney, is currently a member of the law firm of Phillips, Gardill, Kaiser & Altmeyer, PLLC in Wheeling, West Virginia, and has served in that capacity from 2000 to the present. She formerly served as an associate attorney with the firm from 1995 to 2000. She has extensive experience with structuring, drafting, and negotiating commercial transactions and loans, acquisitions and workouts for financial institutions, business entities and individuals. The focus of her current practice includes financial services litigation, commercial and banking law, creditors’ rights, and bankruptcy law. She is a member of the West Virginia State Bar, is admitted to practice before the United States District Court, Northern and Southern Districts, United States Court of Appeals for the Fourth Circuit, various Circuit Courts in West Virginia, and the West Virginia Supreme Court of Appeals. She has served in various bar association capacities for the Ohio County Bar Association and the West Virginia State Bar and is a member of the American Bar Association. She also is a member of the West Virginia Bankruptcy Bar. She currently serves as a member of the Board of Directors of the Easter Seal Rehabilitation Center, Inc. located in Wheeling, West Virginia. She has an undergraduate degree from West Virginia University in accounting and is a graduate of the West Virginia University College of Law with a juris doctor degree in 1995 and was a member of the Order of the Coif. Her extensive experience in structuring, drafting, and negotiating commercial transactions for Wesbanco for the last 30 years is an invaluable skill and knowledge base for the Board of Directors as is her regulatory and legal expertise. |
Continuing Directors
| | JAY T. McCAMIC has served as a member of the Board of Directors of the Corporation since January 1, 2003 and is a member and Chairman of the Nominating Committee of the Corporation, and a member of the Loan Review Committee, and the Trust Committee of the Bank. He is an inactive lawyer and owner of McCamic Law Firm, PLLC. Mr. McCamic is a graduate of the University of North Carolina and obtained his Doctor of Jurisprudence from West Virginia University College of Law. He is a member of numerous professional organizations and has actively practiced law for approximately 41 years. He has focused primarily on litigation and practices both in Pennsylvania and in West Virginia. He has had a wide variety of experience in both civil and criminal legal matters including becoming designated as a “learned counsel” in federal capital cases. Mr. McCamic has prior bank board experience, having served on the Board of Directors of American Bancorporation and its wholly owned subsidiary, Wheeling National Bank. Mr. McCamic represents significant share ownership and his legal background and training provide him with an excellent framework within which to offer advice and counsel in a highly regulated industry. Mr. McCamic's work has caused him to travel extensively in representing clients in multiple jurisdictions; therefore, providing valuable insight in economic trends and conditions in numerous markets. Mr. McCamic brings a stockholder perspective based on his representation of significant share ownership interests, a professional practitioner's perspective on the regulatory environment within which the Corporation operates and numerous years of bank board experience which make him a valuable member of our Board of Directors and qualified to serve. |
Continuing Directors
| | F. ERIC NELSON, JR. has served as a member of the Board of Directors of the Corporation since April 18, 2007. He also serves as a member of the Executive Committee, the Enterprise Risk Management Committee of the Corporation and is a member and Chairman of the Loan Review Committee of the Bank. Mr. Nelson is Secretary of the West Virginia Department of Revenue and a former member of the Senate in the West Virginia Legislature. Mr. Nelson has been President of Nelson Enterprises, Inc., a privately-owned investment company in Charleston, West Virginia, since 2005, and was general partner of Mountaineer Capital, LP, a venture capital firm from 2000 to 2007. Mr. Nelson has a degree in Business Administration and Accounting from Washington and Lee University and is the former Treasurer of City Holding Company and a former member of the executive management team of City Holding Company where he exercised direct responsibility for asset liability management, investment portfolio management and a broker/dealer subsidiary. In addition, the closely held family company which he currently operates, Nelson Enterprises, is a diversified investment company focusing on real estate, natural resources, money management and entrepreneurial activity in the Appalachian Region. Mr. Nelson brings experience as a former executive officer with another financial institution, extensive experience in investment management and analysis and a current perspective on economic activity in Charleston and in West Virginia in general, a key market within which the Corporation operates. Given his extensive banking background, his financial analytical skills and perspective on economic development initiatives in West Virginia, and his public service, Mr. Nelson is a valuable member of our Board and qualified to serve. |
Continuing Directors
B. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2027.
Continuing Directors
| Name | Age | Year First Elected Director | Position | | James W. Cornelsen | 70 | 2019 | Director | | Robert J. Fitzsimmons | 46 | 2018 | Director | | D. Bruce Knox | 64 | 2007 | Director | | Jeffrey H. Jackson | 52 | 2023 | Director, President & CEO |
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 |
Administration of the Executive Compensation Program
The Committee last conducted an independent review of total compensation for the named executive officers in May 2023, followed by a supplemental report in November 2023. The Committee engaged Cowden & Associates ("Cowden") to provide a study based on the 2023 Peer Group. The Compensation Committee also confirmed its determination that Cowden was independent and that there were 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 report noted a gap in Wesbanco's total compensation for its CEO and CFO compared to the 2023 Peer Group averages. 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 named executive officers 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 named executive officers 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. Based on the information provided in the May and November reports by Cowden, the Committee felt that any gaps in total compensation to peer group averages also be compared to peer group total shareholder return for future reports in a manner similar to the Pay Versus Performance format noted on page 53. The Committee also requested that Cowden provide further guidance on compensation trends and recommendations for consideration at its next meeting. In selecting Cowden for the 2024 update, the Committee confirmed its determination that Cowden is independent and that there are no conflicts of interest with respect to the work applicable for review. Cowden provided additional recommendations to the Compensation Committee at its subsequent meeting on February 21, 2024. Cowden provided the following chart depicting the gap in both base compensation and total compensation:
Administration of the Executive Compensation Program
| | CEO | CFO | Chief Banking Officer | Sr VP Risk | Sr EVP - HR | | Industry Experience | 25+ | 20+ | 36+ | 35+ | 35+ | | Position Experience – WesBanco | 1 | 15 | 30+ | 25+ | 25+ | | Position Average – Peer Group for CEO and CFO and Industry Average for others | 17 | 8 | 15+ | 10+ | 10+ | | Base Compensation: Estimated Current Market Placement - Peer Group for CEO and CFO and Industry Average for others (%ile) | 50 | 3 | 40 | 35 | 40 | | Total Compensation: Estimated Current Market Placement - Peer Group for CEO and CFO and Industry Average for others (%ile) | 35 | 25 | 35 | 30 | 34 | | Target Total Compensation Percentile: Compared to applicable Peer Group or Industry | 50 (currently set at this level as a target and disclosed in proxy) | 50 (currently set at this level as a target and disclosed in proxy) | Target percentile ___ – tied to Industry data for banks of similar size/structure) | Target percentile ___ – tied to Industry data for banks of similar size/structure) | Target percentile ___ – tied to Industry data for banks of similar size/structure) |
Annual Compensation
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, 2024.
Incentive Awards for 2024
Incentive Awards for 2024
Incentive Awards for 2024
| Name | Maximum Incentive Award % of Base Salary | Maximum Incentive Award | Target Incentive Award | Actual 2024 Incentive Award | | Jeffrey H. Jackson | 86.25% | $776,299 | $675,043 | $767,262 | | President & Chief Executive Officer | | | | | | Daniel K. Weiss, Jr | 86.25% | $388,127 | $337,502 | $383,609 | | Sr. Executive Vice President & Chief Financial Officer | | | | | | Jayson M. Zatta | 86.25% | $475,081 | $413,114 | $469,550 | | Sr. Executive Vice President / Chief Banking Officer & Group Head - Banking & Trust | | | | | | Michael L. Perkins | 86.25% | $318,866 | $277,274 | $315,154 | | Sr. Executive Vice President & Chief Risk Officer | | | | | | Anthony F. Pietranton1 | 86.25% | $330,349 | $287,260 | $163,252 | | Former Sr. Executive Vice President & Group Head - Human Resources & Facilities | | | | | | Brent E. Richmond | 46.00% | $148,203 | $128,872 | $146,478 | | Executive Vice President Treasury & Strategic Planning | | | | |
Incentive Awards for 2024
Mr. Pietranton is included as a named executive officer in this proxy statement as a result of applicable SEC rules. His employment with the Corporation ended effective June 19, 2024 as a result of his death, and his 2024 Incentive Award was prorated for the period of employment during 2024. 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% of base salary for 2024 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 2024 Peer Group and considers the different accountabilities and responsibilities for the CEO and the other named executive officers. For 2024, the Compensation Committee determined that the target annual incentive award for our CEO would be equal to 75% of his base salary, which was $675,043. The Compensation Committee determined that the 2024 target annual incentive award for our CFO would be 75% of his base salary, or $337,502. 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 and Mr. Richmond at 40% of base salary. See the table above for a comparison of the annual incentive award actually paid to each named executive officer in 2024 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. Mr. Jackson, Mr. Weiss, Mr. Zatta, Mr. Perkins and Mr. Pietranton's annual incentive awards are based on the following measures of Corporation performance: pre-tax, pre-provision EPS, core earnings per share, nonperforming assets ratio of less than 1.5%, net charge offs to total average loans of less than 0.30% and regulatory/compliance results. Reconciliation of core earnings per share described in section "Overall Corporate Goal" on page 23. In addition, Mr. Richmond's annual incentive awards are also based on completion of annual compliance reviews. 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 achieve its target level in all categories as target for pre-tax pre-provision EPS was $3.15 and actual results were $3.48; target for core earnings per share was $2.17 and actual results were $2.40; target for nonperforming assets was less than 1.50% and actual results were 0.33%; target for net charge offs to total average loans was 0.30% and actual results were 0.09%; and target for regulatory/compliance was 100% and actual results were 115%. 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 meet the threshold level of each budgeted goal for 2024, the named executive officers were 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. Committee discretion represents 30% of the total annual bonus calculation and the Compensation Committee awarded the maximum percentage of 115% for that portion based on total results for 2024. The following chart contains a detailed schedule of the individual performance metrics for 20241:
Incentive Awards for 2024
| Name | Base Salary | 2023 Bonus | Bonus % | Performance Targets | Incentive Weighting | Threshold 85% | Target 100% | Maximum 115% | Actual Results as of 12/31/24 | Total Resultant Incentive | Overall Limitation | | Jeffrey H. | | | | | | | | | | | | | Jackson | $900,057 | $637,500 | 75% | Pre-Tax Pre-Provision EPS | 15% | $2.678 | $3.150 | $3.623 | $3.480 | $111,864 | | | | | | | Core Earnings Per Share | 15% | $1.845 | $2.170 | $2.496 | $2.400 | $111,989 | | | | | | | Non-performing Assets <1.5% of Total Gross Loans | 15% | 1.73% | 1.50% | 1.28% | 0.33% | $116,445 | | | | | | | Net Charge Offs to Total Average Loans | 15% | 0.35% | 0.30% | 0.26% | 0.09% | $116,445 | | | | | | | Regulatory/Compliance Results | 10% | 85.00% | 100.00% | 115.00% | 115.00% | $77,630 | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | $232,890 | | | Total | | | | | 100% | | | | | $767,262 | $776,299 | | Daniel K. | | | | | | | | | | | | | Weiss, Jr. | $450,003 | $261,105 | 75% | Pre-Tax Pre-Provision EPS | 15% | $2.678 | $3.150 | $3.623 | $3.480 | $55,929 | | | | | | | Core Earnings Per Share | 15% | $1.845 | $2.170 | $2.496 | $2.400 | $55,991 | | | | | | | Non-performing Assets <1.5% of Total Gross Loans | 15% | 1.73% | 1.50% | 1.28% | 0.33% | $58,219 | | | | | | | Net Charge Offs to Total Average Loans | 15% | 0.35% | 0.30% | 0.26% | 0.09% | $58,219 | | | | | | | Regulatory/Compliance Results | 10% | 85.00% | 100.00% | 115.00% | 115.00% | $38,813 | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | $116,438 | | | Total | | | | | 100% | | | | | $383,609 | $388,127 | | Jayson M. | | | | | | | | | | | | | Zatta | $550,818 | $393,441 | 75% | Pre-Tax Pre-Provision EPS | 15% | $2.678 | $3.150 | $3.623 | $3.480 | $68,459 | | | | | | | Core Earnings Per Share | 15% | $1.845 | $2.170 | $2.496 | $2.400 | $68,525 | | | | | | | Non-performing Assets <1.5% of Total Gross Loans | 15% | 1.73% | 1.50% | 1.28% | 0.33% | $71,262 | | | | | | | Net Charge Offs to Total Average Loans | 15% | 0.35% | 0.30% | 0.26% | 0.09% | $71,262 | | | | | | | Regulatory/Compliance Results | 10% | 85.00% | 100.00% | 115.00% | 115.00% | $47,508 | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | $142,524 | | | Total | | | | | 100% | | | | | $469,550 | $475,081 | | Michael L. | | | | | | | | | | | | | Perkins | $369,699 | $264,071 | 75% | Pre-Tax Pre-Provision EPS | 15% | $2.678 | $3.150 | $3.623 | $3.480 | $45,948 | | | | | | | Core Earnings Per Share | 15% | $1.845 | $2.170 | $2.496 | $2.400 | $45,999 | | | | | | | Non-performing Assets <1.5% of Total Gross Loans | 15% | 1.73% | 1.50% | 1.28% | 0.33% | $47,830 | | | | | | | Net Charge Offs to Total Average Loans | 15% | 0.35% | 0.30% | 0.26% | 0.09% | $47,830 | | | | | | | Regulatory/Compliance Results | 10% | 85.00% | 100.00% | 115.00% | 115.00% | $31,887 | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | $95,660 | | | Total | | | | | 100% | | | | | $315,154 | $318,866 | | Anthony F. | | | | | | | | | | | | | Pietranton2 | $383,013 | $273,581 | 75% | Pre-Tax Pre-Provision EPS | 15% | $2.678 | $3.150 | $3.623 | $3.480 | $47,603 | | | | | | | Core Earnings Per Share | 15% | $1.845 | $2.170 | $2.496 | $2.400 | $47,656 | | | | | | | Non-performing Assets <1.5% of Total Gross Loans | 15% | 1.73% | 1.50% | 1.28% | 0.33% | $49,552 | | | | | | | Net Charge Offs to Total Average Loans | 15% | 0.35% | 0.30% | 0.26% | 0.09% | $49,552 | | | | | | | Regulatory/Compliance Results | 10% | 85.00% | 100.00% | 115.00% | 115.00% | $33,035 | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | $99,105 | | | Total | | | | | 100% | | | | | $326,503 | $330,349 | | | | | | 50% of Total Resultant Incentive | | | | | | $163,252 | | | Brent E. | | | | | | | | | | | | | Richmond | $322,181 | $122,735 | 40% | Pre-Tax Pre-Provision EPS | 15% | $2.678 | $3.150 | $3.623 | $3.480 | $21,356 | | | | | | | Core Earnings Per Share | 15% | $1.845 | $2.170 | $2.496 | $2.400 | $21,380 | | | | | | | Non-performing Assets <1.5% of Total Gross Loans | 15% | 1.73% | 1.50% | 1.28% | 0.33% | $22,230 | | | | | | | Net Charge Offs to Total Average Loans | 15% | 0.35% | 0.30% | 0.26% | 0.09% | $22,230 | | | | | | | Complete Annual Compliance Reviews | 10% | 85.00% | 100.00% | 115.00% | 115.00% | $14,820 | | | | | | | Committee Discretion | 30% | 85.00% | 100.00% | 115.00% | 115.00% | $44,461 | | | Total | | | | | 100% | | | | | $146,478 | $148,203 | | | $2,975,771 | $1,952,433 | | TOTAL NAMED EXECUTIVES | | | | | | $2,245,305 | $2,436,925 |
Incentive Awards for 2024
1. Core earnings per share is net income available to common shareholders, excluding after-tax restructuring and merger related expenses divided by diluted average shares outstanding adjusted for the capital raise of $200 million, which added approximately 7.3 million shares. 2. Mr. Pietranton died on June 19, 2024 and accordingly the Compensation Committee awarded 50% of the annual bonus to which he would have qualified for a full year of service. 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 2024, the Corporation did satisfy its minimum overall corporate goal, so the officers were eligible for incentive payments without the exercise of discretion by the Committee. The Committee noted that actual performance did achieve threshold in each category for the year 2024. The Committee granted 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 2024 to the Named Executive Officers in the following amounts: Jeffrey H. Jackson - $767,262; Daniel K. Weiss, Jr. - $383,609; Jayson M. Zatta - $469,550; Michael L. Perkins - $315,154; Anthony F. Pietranton - $163,252 and Brent E. Richmond - $146,478. 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 2024. 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 2024 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 the successful capital raise of $200 Million in conjunction with the acquisition of Premier and the negotiation and completion of the acquisition, the largest in the Corporation's history. They also noted the Corporation's strong earnings performance for the year by exceeding budgeted net income by 11% and budgeted pre-tax, pre-provision net income by 12.4%. They also noted the strong loan growth of 8.7% year over year coupled with strong deposit growth of 7.3% year over year. Finally, they noted the 21% increase in fee income for the year while maintaining key credit quality metrics at low levels and favorable to peer bank averages. • In determining Mr. Weiss’ award, the Committee noted the overall performance of the Corporation and its attainment of all performance metrics in excess of target. They also noted the successful capital raise, in which he provided a leadership role, and the completion of the acquisition of Premier. They also noted his successful efforts in managing expenses as non-interest expense increased just 2.4% year over year. Finally, they noted his leadership role in the Corporation's investor relations program and the strong support for the common stock during the year 2024, as evidenced by the common equity raise through a private placement. • In determining Mr. Zatta’s award, the Committee noted his efforts in managing the Corporation's achievement of strong loan growth for the year while also growing deposits to essentially fund the full year's loan growth of $1 Billion. They also noted he was instrumental in driving non-interest income as fee income increased 21% year over year. Finally, they noted his leadership in preparing the Corporation to assimilate Premier and reorganizing the markets of the combined organization post merger to effectively support their respective communities and market. • In determining Mr. Perkins' award, the Committee noted the Corporation's overall strong performance for the year, but took special note of the strong metrics produced by the low level of nonperforming assets and net charge offs achieved for the year. They also noted the strong results in the regulatory/compliance metric for the year which they attributed, in part, to a robust risk management function, which he leads. They also noted his contributions in the overall planning for the integration of Premier. In determining Mr. Pietranton’s award, which the Committee prorated due to his untimely death on June 19, 2024, the Committee noted the overall achievement by the Corporation in exceeding target in all performance categories for the year. They also noted his leadership in structuring personnel policies and procedures that facilitated the achievement of such a performance. They also noted his leadership in building a management succession talent development program that could drive better performance and assimilate growth, such as the Premier acquisition. In determining Mr. Richmond's award, the Committee noted the Corporation's strong financial performance for the year. The Committee also noted the development of forecasting data that has improved the budget process for the Corporation, spearheaded by Mr. Richmond. They also noted his significant contributions in managing profitability and pricing for loans, products and services offered by the Corporation.
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 2024 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 2024. The options granted in 2024 for executive officers, including all of the named executive officers, vest one half on May 15, 2025, and the remaining one half on December 31, 2025, and exercisable for a period of seven years. See the “Grants of Plan-Based Awards for the Year ended December 31, 2024” 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 2024, 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. The time based restricted stock granted in 2024 cliff vests in three years on May 25, 2027. See “Grants of Plan-Based Awards for the Year ended December 31, 2024” table on page 41 for information regarding the shares of restricted stock awarded to our named executive officers during 2024. 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 2024 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, 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 at target. 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. The Compensation Committee made TSRP awards effective January 1, 2024, for the performance period beginning January 1, 2024, and ending on December 31, 2026, to certain officers. A total of 12,000 restricted TSRP shares were reserved for award, if target performance is achieved of which 8,030 shares were awarded to the named executive officers. See the “Grants of Plan-Based Awards for the Year ended December 31, 2024” 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 2024, the Compensation Committee used the 2024 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.
Long-Term Incentive Compensation
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 2022-2024 Performance Period it was on overage approximately 11.1% of base salary, for the 2023-2025 Performance Period it was on average approximately 9.9% of base salary and for the 2024-2026 Performance Period it was on average approximately 8.7% 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. 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 2024-2026 Performance Period is the 2024 Peer Group which is different than the 2023 Peer Group as described on page 20. 2022-2024 Performance Period Results. The TSR of the Corporation’s common stock for the 2022-2024 Performance Period was equal to the 41% percentile of the TSR Peer Group. Accordingly, no shares were earned for the 2022-2024 Performance Period. 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 30,275 shares were made as of May 15, 2024 for the three-year Performance Period beginning January 1, 2025 and ending December 31, 2027, of which 16,964 shares were awarded to the named executive officers. The target number of performance-based restricted shares awarded to each named executive officer is as follows: Mr. Jackson, 5,350; Mr. Weiss, 2,191; Mr. Zatta, 3,302; Mr. Pietranton, 2,296; Mr. Perkins, 2,216 and Mr. Richmond, 1,609. See the “Grants of Plan-Based Awards for the Year ended December 31, 2024” table on page 41. Description of PBSP. The PBSP awards made in May 2024 are for the performance period beginning January 1, 2025 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 2024 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 2024 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 2024 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 15, 2028 after results have been certified by the Compensation Committee, with the other 50% of the earned shares vesting on May 15, 2029. If awards are not earned for a fiscal year, the corresponding shares are forfeited. The performance target for 2024 awards was 75% (at threshold) or 100% (at target) of the average ROA and ROATCE of the 2024 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 2024 Peer Group with an adjusted formula used for determining the 2024 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 2024 Peer Group for PBSP grants for the 2025-2027 Performance Period which is the same as the 2023 Peer Group, as noted on page 20, and as described above.
Retirement Plans
Retirement Plans The Corporation maintains a defined benefit pension plan, which we refer to as the Defined Benefit Plan for all employees employed prior to August 1, 2007, a 401(k) Plan for all employees, and a Supplemental Employee Retirement Plan, which we refer to as the SERP, for certain executive officers, including named executive officers. Defined Benefit Plan. Under the Defined Benefit Plan, which is compulsory and noncontributory, the compensation covered is the salary of a participant as limited by applicable IRS regulations. The benefit payable under the Defined Benefit Plan is a function of a participant’s highest consecutive five-year average annual covered compensation during the ten years immediately prior to retirement and credited years-of-service while a plan participant. 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. Mr. Jackson, Mr. Weiss, Mr. Zatta and Mr. Pietranton are not eligible to participate in the Plan. Mr. Perkins and Mr. Richmond do participate in the Plan. The defined benefit plan has a maximum individual annuity payout of $60,000 per year. Under current IRS rules only annual compensation of $350,000 (for 2025) or less is considered covered compensation for defined benefit plan purposes. Wesbanco 401(k) Plan. The Wesbanco 401(k) Plan (the “401(k) Plan”) is a deferred savings plan under Section 401(k) of the Internal Revenue Code. The previous employee stock ownership feature of the 401(k) Plan (the “ESOP”) was adopted by the Corporation on December 31, 1986, and the 401(k) Plan was amended in 2023 to eliminate that feature. All employees of the Corporation, together with all employees of our subsidiary companies which adopt the 401(k) Plan, are eligible to participate in the 401(k) Plan on the first day of the month following completion of sixty (60) days of service and attaining age 21. The 401(k) Plan is administered by a Committee appointed by the Board of Directors of the Corporation. SERP. The Corporation maintains a supplemental executive retirement plan (the “SERP”) for certain of its executive officers, but excluding the named executive officers, except for Mr. Jackson, Mr. Weiss and Mr. Richmond. Although benefits under the SERP are unsecured, the Corporation funds payment of certain of such benefits through bank owned life insurance arrangements where appropriate or available. The SERP is a non-qualified retirement benefit. See footnote 7 to the "Summary of Compensation Table" on page 39 for the accrued benefits for the named executive officers. The SERP provides for payment of a scheduled annual benefit at normal retirement age of 65 of a fixed amount which was set at the time of adoption, payable annually for a period of 10 years. The plan further provides, pursuant to a schedule, for (i) a reduced early retirement benefit, (ii) a disability retirement benefit, and (iii) for certain officers, a benefit payable upon a termination of employment other than due to death, disability or retirement within three years after a change of control (as defined in the plan) of the Corporation. Each of these annual benefits is payable in monthly installments for a period of 10 years beginning with the month following the later of (i) date that the executive attains age 65, or (ii) retires. Death benefits also are payable under the SERP. If the executive dies prior to any termination of employment with the Corporation, the executive’s designated beneficiary is entitled to a payment of a death benefit under a split dollar life insurance agreement. If the executive dies after payment of retirement benefits under the SERP has commenced, any remaining benefit payments will be paid to the executive’s designated beneficiary in the same manner as they would have been paid to the executive. In addition, if the executive dies after termination of employment with the Corporation and prior to the commencement of any payment of retirement benefits under the SERP, the executive’s designated beneficiary will be entitled to receive payment of the executive’s retirement benefit under the SERP beginning with the month following the executive’s death. The Compensation Committee did approve the implementation of a SERP for both Mr. Jackson and Mr. Weiss at its meeting on November 20, 2024. Accordingly, defined contribution SERP agreements were executed on that day. The agreements provide for an annual benefit of $500,000 for Mr. Jackson and $250,000 for Mr. Weiss beginning at age 65 for a period of ten years. Both agreements provide a reduced early retirement option at age 60 that is reduced by 10% per year for each year from the normal retirement age. Additionally, both agreements provide for an immediate disability benefit from inception through normal retirement at 50% of the annual benefit then accrued. They also provide for an immediate death benefit equivalent to 50% of the total SERP benefit payable for the ten year period. The agreements each contain a change in control double trigger provision. If there is a change in control, and a qualifying without cause or for good reason termination, the benefit is fully vested at normal or early retirement as provided in the agreement. Why We Maintain the Defined Benefit Plan, 401(k) Plan and SERP. The Corporation is a product of an active mergers and acquisitions program and we have evolved and grown from a local community bank into a regional bank holding company over a period of years. Historically, we maintained a single form of pension benefit, which is the Defined Benefit Plan. Many of our long-term employees have significant vested benefits under the Defined Benefit Plan and, therefore, the plan has been viewed as an important source of financial security to the vast majority of long-term employees. However, due to the costs of administration of the Defined Benefit Plan and the caps in benefits payable under the plan, its flexibility in meeting the retirement needs of our executive officers became problematic. Additionally, as acquisitions and recruitment brought into the Corporation new employees with limited vesting opportunities under the Defined Benefit Plan and experience with more flexible salary replacement retirement programs, the need to offer a broader array of retirement benefits became a competitive necessity. The Executive Committee recommended the closure of the Defined Benefit Plan to new participants in 2007, which was approved by the Board and implemented by plan amendment. Additionally, the limitations and costs of our Defined Benefit Plan caused us to pursue other strategies designed to provide salary replacement programs for retirement planning for our executive officers. Recruitment of experienced executive officers also required more flexible benefit programs to offset career change disadvantages and to offer offsetting benefit programs. The Corporation adopted an employee stock ownership plan in 1986, which evolved into a 401(k) benefit plan, and which was enhanced in 2005 to make it more competitive. The Compensation Committee believes that the benefit plans offered are competitive with those provided by other banks with which we compete for executive talent.
Change in Control Agreements
Change in Control Agreements On July 5, 2022, the Corporation and the Bank entered into a change in control agreement with Mr. Jackson (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. The Corporation has entered into change in control agreements with all of our 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 upon, or 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.
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.
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.
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.
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. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards. The Compensation Committee does not time the release of material non-public information to effect the value of executive compensation. 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.
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.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
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 | 2024 | $913,497 | $— | $838,786 | $34,300 | $767,262 | $— | $110,095 | $2,663,940 | | President & Chief | 2023 | $855,508 | $637,500 | $691,584 | $26,350 | $— | $— | $52,877 | $2,263,819 | | Executive Officer | 2022 | $234,231 | $400,000 | $403,125 | $— | $603,750 | $— | $7,911 | $1,649,017 | | Daniel K. Weiss, Jr | 2024 | $424,215 | $— | $344,516 | $15,435 | $383,609 | $— | $55,105 | $1,222,880 | | Sr. Executive Vice | 2023 | $342,475 | $261,105 | $330,740 | $11,858 | $— | $— | $37,544 | $983,722 | | President & Chief | 2022 | $326,956 | $— | $328,362 | $15,548 | $288,722 | $— | $32,255 | $991,843 | | Financial Officer | | | | | | | | | | | Jayson M. Zatta | 2024 | $560,906 | $— | $519,147 | $15,435 | $469,550 | $— | $88,842 | $1,653,880 | | Sr. Executive Vice | 2023 | $516,052 | $393,441 | $498,341 | $11,858 | $— | $— | $54,447 | $1,474,139 | | President & Chief | 2022 | $492,332 | $— | $480,767 | $15,548 | $414,178 | $— | $72,417 | $1,475,242 | | Banking Officer & | | | | | | | | | | | Group Head - | | | | | | | | | | | Banking & Trust | | | | | | | | | | | Michael L. Perkins | 2024 | $376,470 | $— | $348,462 | $15,435 | $315,154 | $— | $52,984 | $1,108,505 | | Sr. Executive Vice | 2023 | $346,365 | $264,071 | $334,487 | $11,858 | $— | $41,134 | $39,413 | $1,037,328 | | President & Chief | 2022 | $330,445 | $— | $322,670 | $15,548 | $284,648 | $— | $46,881 | $1,000,192 | | Risk Officer | | | | | | | | | | | Anthony F. Pietranton | 2024 | $387,591 | $— | $360,989 | $15,435 | $163,252 | $— | $231,600 | $1,158,867 | | Former Sr. Executive | 2023 | $358,839 | $273,581 | $346,519 | $11,858 | $— | $— | $40,139 | $1,030,936 | | Vice President & | 2022 | $342,345 | $— | $334,316 | $15,548 | $290,385 | $— | $52,202 | $1,034,796 | | Group Head - Human | | | | | | | | | | | Resources & Facilities | | | | | | | | | | | Brent E. Richmond | 2024 | $328,082 | $— | $256,763 | $13,720 | $124,247 | $6,028 | $41,325 | $770,165 | | Executive Vice | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | President Treasury & | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Strategic Planning | | | | | | | | | |
SUMMARY COMPENSATION TABLE
Includes amounts deferred under the Wesbanco, Inc. Deferred Compensation Plan, which is described on page 48. Mr. Pietranton's employment with the Corporation ended effective June 19, 2024, as a result of his death, and his base salary is prorated for the period of employment during 2024. 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 for 2024 were not met. 3. Amounts for 2024 reflect the dollar amount of the aggregate grant date fair value of restricted stock awards granted during 2024 and TSR and performance based restricted stock awards granted in 2024 with respect to the 2024-2026 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, 2024 for the relevant assumptions used to determine the valuation of restricted stock awards and TSR awards. The grant date fair value of the PBSP was $28.60. These time-based restricted stock awards cliff vest on May 15, 2027. See the "Compensation Discussion and Analysis" for the performance goals applicable to the TSR and PBSP restricted stock awards on page 18. 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, 2024 for the relevant assumptions used to determine the valuation of stock option awards. Unvested options will vest 50% on May 15, 2025 and 50% on December 31, 2025. 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 for 2024 as described in the table entitled “All Other Compensation” on page 40.
GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2024
GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2024
GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2024
| | | 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 | 5/15/2024 | $573,787 | $675,043 | $776,299 | | | | | | | 21,398 | 1 | | | | | $611,983 | | President & Chief | 5/15/2024 | | | | 4,013 | 2 | 5,350 | 2 | 5,350 | 2 | | | | | | | $153,010 | | Executive Officer | 5/15/2024 | | | | | | | | | | | | 5,000 | 3 | $28.60 | $28.83 | $34,300 | | | 2/21/2024 | | | | 0 | | 2,664 | 5 | 5,328 | 5 | | | | | | | $73,793 | | Daniel K. Weiss, Jr | 5/15/2024 | $286,877 | $337,502 | $388,127 | | | | | | | 8,764 | 1 | | | | | $250,650 | | Sr. Executive Vice | 5/15/2024 | | | | 1,643 | 2 | 2,191 | 2 | 2,191 | 2 | | | | | | | $62,663 | | President & Chief | 5/15/2024 | | | | | | | | | | | | 2,250 | 3 | $28.60 | $28.83 | $15,435 | | Financial Officer | 2/21/2024 | | | | 0 | | 1,091 | 5 | 2,182 | 5 | | | | | | | $31,203 | | Jayson M. Zatta | 5/15/2024 | $351,147 | $413,114 | $475,081 | | | | | | | 13,206 | 1 | | | | | $377,692 | | Sr. Executive Vice | 5/15/2024 | | | | 2,477 | 2 | 3,302 | 2 | 3,302 | 2 | | | | | | | $94,437 | | President / Chief | 5/15/2024 | | | | | | | | | | | | 2,250 | 3 | $28.60 | $28.83 | $15,435 | | Banking Officer | 2/21/2024 | | | | 0 | | 1,644 | 5 | 3,288 | 5 | | | | | | | $47,018 | | & Group Head - | | | | | | | | | | | | | | | | | | | Banking & Trust | | | | | | | | | | | | | | | | | | | Michael L. Perkins | 5/15/2024 | $235,683 | $277,274 | $318,866 | | | | | | | 8,864 | 1 | | | | | $253,510 | | Sr. Executive | 5/15/2024 | | | | 1,662 | 2 | 2,216 | 2 | 2,216 | 2 | | | | | | | $63,378 | | Vice President & | 5/15/2024 | | | | | | | | | | | | 2,250 | 3 | $28.60 | $28.83 | $15,435 | | Chief Risk Officer | 2/21/2024 | | | | 0 | | 1,104 | 5 | 2,208 | 5 | | | | | | | $31,574 | | Anthony F. Pietranton | 5/15/2024 | $244,171 | $287,260 | $330,349 | | | | | | | 9,183 | 1 | | | | | $262,634 | | Former Sr. Executive | 5/15/2024 | | | | 1,722 | 2 | 2,296 | 2 | 2,296 | 2 | | | | | | | $65,666 | | Vice President & | 5/15/2024 | | | | | | | | | | | | 2,250 | 3 | $28.60 | $28.83 | $15,435 | | Group Head - Human | 2/21/2024 | | | | 0 | | 1,143 | 5 | 2,286 | 5 | | | | | | | $32,690 | | Resources & Facilities | | | | | | | | | | | | | | | | | | | Brent E. Richmond | 5/15/2024 | $109,541 | $128,872 | $148,203 | | | | | | | 6,437 | 1 | | | | | $184,098 | | Executive Vice | 5/15/2024 | | | | 1,208 | 2 | 1,609 | 2 | 1,609 | 2 | | | | | | | $46,017 | | President Treasury | 5/15/2024 | | | | | | | | | | | | 2,000 | 3 | $28.60 | $28.83 | $13,720 | | & Strategic Planning | 2/21/2024 | | | | 0 | | 962 | 5 | 1,924 | 5 | | | | | | | $26,647 |
GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2024
Restricted stock grants cliff vest 100% on May 15, 2027. All grants in this table were made under the Incentive Plan. 2. Performance based restricted shares. Performance based measurement period 2025-2027. See "Description of PBSP" under "Compensation Discussion and Analysis" above for more information. 3. Options vest 50% on May 15, 2025 with the remaining 50% vesting on December 31, 2025. The Corporation uses the closing stock price at market close of the previous day. 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, 2024 for the relevant assumptions used to determine the valuation of restricted stock, stock option, and TSR awards. 5. Represents TSRP award shares for the 2024-2026 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.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 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) | (b) | (c) | | (d) | (e) | (f) | (g) | | (h)9 | (i) | | (j) | | Jeffrey H. Jackson | 5,000 | — | | — | $24.91 | 5/24/2030 | 13,752 | 12 | $447,490 | 2,665 | 10 | $86,719 | | President & Chief | — | 5,000 | 1 | — | $28.60 | 5/15/2031 | 21,582 | 3 | $702,278 | 2,664 | 10 | $238,421 | | Executive Officer | | | | | | | 21,676 | 4 | $705,337 | 7,327 | 11 | $238,421 | | | | | | | | | | | | 5,350 | 11 | $174,089 | | Daniel K. Weiss, Jr | 1,000 | — | | — | $45.65 | 5/16/2025 | 8,055 | 2 | $262,110 | 880 | 10 | $28,635 | | Sr. Executive Vice | 1,500 | — | | — | $38.93 | 5/15/2026 | 10,321 | 3 | $335,845 | 1,091 | 10 | $35,501 | | President & | 750 | — | | — | $21.55 | 5/27/2027 | 8,878 | 4 | $288,890 | 141 | 11 | $4,588 | | Chief Financial | 750 | — | | — | $38.78 | 5/19/2028 | 223 | 5 | $7,256 | 1,207 | 11 | $39,276 | | Officer | 2,250 | — | | — | $32.30 | 5/18/2029 | 255 | 6 | $8,298 | 2,419 | 11 | $78,714 | | | 2,250 | — | | — | $24.91 | 5/24/2030 | 519 | 7 | $16,888 | 2,191 | 11 | $71,295 | | | — | 2,250 | 1 | — | $28.60 | 5/15/2031 | | | | | | | | Jayson M. Zatta | 2,250 | — | | — | $45.65 | 5/16/2025 | 11,793 | 2 | $383,744 | 1,326 | 10 | $43,148 | | Sr. Executive Vice | 2,250 | — | | — | $38.93 | 5/15/2026 | 15,552 | 3 | $506,062 | 1,644 | 10 | $53,496 | | President/Chief | 2,250 | — | | — | $38.78 | 5/19/2028 | 13,377 | 4 | $435,288 | 557 | 11 | $18,125 | | Banking Officer | 2,250 | — | | — | $32.30 | 5/18/2029 | 929 | 5 | $30,230 | 1,768 | 11 | $575,340 | | & Group Head - | 2,250 | — | | — | $24.91 | 5/24/2030 | 1,010 | 6 | $32,865 | 3,644 | 11 | $118,576 | | Banking & Trust | — | 2,250 | 1 | — | $28.60 | 5/15/2031 | 760 | 7 | $24,730 | 3,302 | 11 | $107,447 | | | | | | | | | 572 | 8 | $18,613 | | | | | | | | | | | | 889 | 13 | $28,928 | | | | | Michael L. Perkins | 2,250 | — | | — | $45.65 | 5/16/2025 | 7,915 | 2 | $257,554 | 890 | 10 | $28,961 | | Sr. Executive Vice | 2,250 | — | | — | $38.93 | 5/15/2026 | 10,438 | 3 | $339,653 | 1,104 | 10 | $35,924 | | President & Chief | 2,250 | — | | — | $38.78 | 5/19/2028 | 8,979 | 4 | $292,177 | 374 | 11 | $12,170 | | Risk Officer | 2,250 | — | | — | $32.30 | 5/18/2029 | 623 | 5 | $20,272 | 1,187 | 11 | $38,625 | | | 2,250 | — | | — | $24.91 | 5/24/2030 | 678 | 6 | $22,062 | 2,446 | 11 | $79,593 | | | — | 2,250 | 1 | — | $28.60 | 5/15/2031 | 510 | 7 | $16,595 | 2,216 | 11 | $72,109 | | | | | | | | | 384 | 8 | $12,495 | | | | | | | | | | | | 597 | 13 | $19,426 | | | | | Anthony F. Pietranton | 2,000 | — | | — | $45.65 | 5/16/2025 | 8,201 | 2 | $266,861 | 922 | 10 | $30,002 | | Former Sr. Executive | 2,000 | — | | — | $38.93 | 5/15/2026 | 10,814 | 3 | $351,888 | 1,143 | 10 | $37,193 | | Vice President & Group | 2,250 | — | | — | $38.78 | 5/19/2028 | 9,302 | 4 | $302,687 | 388 | 11 | $12,626 | | Head - Human | 2,250 | — | | — | $32.30 | 5/18/2029 | 645 | 5 | $20,988 | 1,229 | 11 | $39,992 | | Resources | 1,125 | — | | — | $24.91 | 5/24/2030 | 703 | 6 | $22,876 | 2,534 | 11 | $82,456 | | & Facilities | — | 2,250 | 1 | — | $28.60 | 5/15/2031 | 529 | 7 | $17,214 | 2,296 | 11 | $74,712 | | | | | | | | | 397 | 8 | $12,918 | | | | | | | | | | | | 618 | 13 | $20,110 | | | | | Brent E. Richmond | 2,000 | — | | — | $45.65 | 5/16/2025 | 5,802 | 2 | $188,797 | 776 | 10 | $25,251 | | Executive Vice | 2,000 | — | | — | $38.93 | 5/15/2026 | 7,580 | 3 | $246,653 | 962 | 10 | $31,303 | | President Treasury | 2,000 | — | | — | $38.78 | 5/19/2028 | 6,521 | 4 | $212,193 | 352 | 11 | $11,454 | | & Strategic | 2,000 | — | | — | $32.30 | 5/18/2029 | 586 | 5 | $19,068 | 845 | 11 | $27,496 | | Planning | 2,000 | — | | — | $24.91 | 5/24/2030 | 636 | 6 | $20,695 | 1,777 | 11 | $57,824 | | | — | 2,250 | 1 | — | $28.60 | 5/15/2031 | 363 | 7 | $11,812 | 1,609 | 11 | $52,357 | | | | | | | | | 360 | 8 | $11,714 | | | | | | | | | | | | 561 | 13 | $18,255 | | | |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
Options vest 50% on May 15, 2025 with the remaining 50% vesting on December 31, 2025. 2. Restricted stock cliff vests on May 18, 2025. 3. Restricted stock cliff vests on May 24, 2026. 4. Restricted stock cliff vests on May 15, 2027. 5. Represents shares achieved under PBSP awards that are currently restricted and will cliff vest on May 27, 2025. 6. Represents shares achieved under PBSP awards that are currently restricted of which 50% will cliff vest on May 19, 2025 and 50% will cliff vest on May 19, 2026. 7. Represents shares achieved under PBSP awards that are currently restricted of which 50% will cliff vest on May 18, 2026 and 50% will cliff vest on May 19, 2027. 8. Represents shares achieved under TSRP that are currently restricted of which 50% cliff vest on February 21, 2024 and 50% cliff vest on February 21, 2025. Stock price as of close of business on December 31, 2024 used to value the restricted stock was $32.54 per share. Represents the number of shares that would be awarded if target performance was achieved under TSRP awards for the 2023-2025 and 2024-2026 performance measurement period, which vest in three equal tranches as of December 31, 2025, 2026 and 2027 and December 31, 2026, 2027 and 2028, respectively. Represents the number of shares that would be awarded if target performance was achieved under PBSP awards for the 2022-2024, 2023-2025, 2024-2026 and 2025-2027 performance measurement period, which vest in two equal tranches as of May 19, 2025 and 2026, May 18, 2026 and 2027; May 24, 2027 and 2028; and May 15, 2028 and May 15, 2029, respectively. 12. Restricted stock cliff vests on July 5, 2025. 13. Represents shares achieved under TSRP that are currently restricted of which 50% cliff vest on 2/21/25 and 50% cliff vest on 2/21/26.
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2024
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2024
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2024
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)1 | Value Realized on Vesting ($)2 | | (a) | (b) | (c) | (d) | (e) | | Jeffrey H. Jackson | — | $— | — | $— | | President & Chief Executive Officer | | | | | | Daniel K. Weiss, Jr | — | $— | 1,929 | $40,202 | | Sr. Executive Vice President & Chief Financial Officer | | | | | | Jayson M. Zatta | — | $— | 5,203 | $151,459 | | Sr. Executive Vice President / Chief Banking Officer & Group Head - Banking & Trust | | | | | | Michael L. Perkins | 1,125 | $10,812 | 3,697 | $107,620 | | Sr. Executive Vice President & Chief Risk Officer | | | | | | Anthony F. Pietranton | 3,125 | $39,183 | 3,672 | $106,863 | | Former Sr. Executive Vice President & Group Head - Human Resources & Facilities | | | | | | Brent E. Richmond | — | $— | 3,330 | $96,936 | | Executive Vice President Treasury & Strategic Planning | | | | |
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2024
1. Shares which vested during 2024. Includes dividends earned during vesting period. The shares are net of any shares withheld in settlement of any tax obligations. Average of high and low stock prices on the business day following the vesting date.
Pension Benefits
Pension Benefits The table below shows the present value of accumulated benefits payable to each of the named executive officers, including the number of years of service credited to each such named executive officer, under the Defined Benefit Plan, determined using interest rate and mortality rate assumptions consistent with those used in the Corporation’s financial statements. Information regarding the Defined Benefit Plan and the SERP can be found in the text following the table.
2024 PENSION BENEFITS
2024 PENSION BENEFITS
2024 PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | ( c ) | (d) | (e) | | Jeffrey H. Jackson | — | 0 | $— | $— | | President & Chief Executive Officer | | | | | | Daniel K. Weiss, Jr | — | 0 | $— | $— | | Sr. Executive Vice President & Chief Financial Officer | | | | | | Jayson M. Zatta | — | 0 | $— | $— | | Sr. Executive Vice President / Chief Banking Officer & Group Head - Banking & Trust | | | | | | Michael L. Perkins | Wesbanco, Inc. | 29.5 | $483,978 | $— | | Sr. Executive Vice President & Chief Risk Officer | Defined Benefit Pension Plan | | | | | Anthony F. Pietranton | — | 0 | $— | $— | | Former Sr. Executive Vice President & Group Head - Human Resources & Facilities | | | | | | Brent E. Richmond | Wesbanco, Inc. | 22.8 | $566,810 | $— | | Executive Vice President Treasury & Strategic Planning | Defined Benefit Pension Plan | | | |
2024 PENSION BENEFITS
The Corporation maintains the Defined Benefit Plan for all employees employed prior to August 1, 2007, and 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, 2024, 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, 2024. 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 $350,000 (for 2025) or less is considered covered compensation for defined benefit plan purposes. The Corporation closed the Defined Benefit Plan to new participants effective August 1, 2007, and the plan has not accepted new participants since that date.
2024 NONQUALIFIED DEFERRED COMPENSATION
2024 NONQUALIFIED DEFERRED COMPENSATION
2024 NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | (a) | (b)1 | (c)1 | | (d)2 | (e) | (f)3 | | Jeffrey H. Jackson | $23,018 | $27,405 | | $— | $— | $26,697 | | President & Chief Executive Officer | | | | | | | | Daniel K. Weiss, Jr. | $— | $12,726 | | $22,209 | $— | $248,907 | | Sr. Executive Vice President & Chief Financial Officer | | | | | | | | Jayson M. Zatta | $93,910 | $16,827 | | $191,897 | $— | $2,827,348 | | Sr. Executive Vice President / Chief Banking Officer & Group Head - Banking & Trust | | | | | | | | Michael L. Perkins | $— | $7,529 | | $2,089 | $— | $87,839 | | Sr. Executive Vice President & Chief Risk Officer | | | | | | | | Anthony F. Pietranton | $— | $— | | $7,881 | $— | $81,880 | | Former Sr. Executive Vice President & Group Head - Human Resources & Facilities | | | | | | | | Brent E. Richmond | $— | $6,562 | | $5,544 | $— | $89,047 | | Executive Vice President Treasury & | | $82,107 | 4 | | | | | Strategic Planning | | | | | | |
2024 NONQUALIFIED DEFERRED COMPENSATION
1. Amounts were included in “Summary Compensation Table” on page 39. 2. None of these amounts were included in the "Summary Compensation Table" on page 39. 3. Of the aggregate balances presented in this column, the following amounts were reported as compensation in the Summary Compensation Table in prior years: $25,665 (Mr. Jackson), $42,970 (Mr. Weiss), $1,115,975 (Mr. Zatta), $55,838 (Mr. Pietranton), $13,069 (Mr. Perkins); Mr. Richmond had no previous contributions reported. 4. Supplemental executive retirement benefit. 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 2024 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.
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, 2024, the last business day of our most recently completed fiscal year, and that the price per share of our Common Stock is the closing market price as of that date - $32.54. 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.
EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION
EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION
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 2 | Disability | | Jeffrey H. Jackson | | | | | | Base Salary | $2,250,143 | $0 | $450,029 | $0 | | Severance | | $3,994,301 | | | | Stock Options / Restricted Stock | | $1,576 | $1,855,105 | $1,855,105 | | Post-Employment Health Care | | $32,380 | | | | Total | $2,250,143 | $4,028,257 | $2,305,134 | $1,855,105 | | Daniel K. Weiss, Jr. | | | | | | Base Salary | $900,006 | $0 | $225,002 | $0 | | Severance | | $1,433,814 | | | | Stock Options / Restricted Stock | | $709 | $919,288 | $919,288 | | Post-Employment Health Care | | $32,380 | | | | Total | $900,006 | $1,466,903 | $1,144,290 | $919,288 | | Jayson M. Zatta | | | | | | Base Salary | $1,193,439 | $0 | $275,409 | $0 | | Severance | | $3,124,412 | | | | Stock Options / Restricted Stock | | $709 | $1,460,480 | $1,460,480 | | Post-Employment Health Care | | $27,011 | | | | Total | $1,193,439 | $3,152,132 | $1,735,889 | $1,460,480 | | Michael L. Perkins | | | | | | Base Salary | $801,015 | $0 | $184,850 | $0 | | Severance | | $2,061,003 | | | | Stock Options / Restricted Stock | | $709 | $980,235 | $980,235 | | Post-Employment Health Care | | $27,011 | | | | Total | $801,015 | $2,088,723 | $1,165,085 | $980,235 | | Brent E. Richmond | | | | | | Base Salary | $939,695 | $0 | $161,091 | $0 | | Severance | | $1,652,984 | | | | Stock Options / Restricted Stock | | $630 | $729,189 | $729,189 | | Post-Employment Health Care | | $32,380 | | | | Total | $939,695 | $1,685,994 | $890,280 | $729,189 |
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. Mr. Pietranton is not included in this chart due to his untimely death on June 19, 2024. As designated on the Summary Compensation table, Mr. Pietranton, or his surviving spouse, received salary payments totalling $287,591, annual cash bonus of $163,252, a death benefit payment of $182,640, stock awards of $360,989 and options of $15,435.
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 2024, our last completed fiscal year: • the annual total compensation of our median employee was $68,218; and • the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $2,663,940.
CEO Pay Ratio
| Based on this information, for 2024 the ratio of the annual total compensation of Jeffrey H. Jackson, our President and Chief Executive Officer, to the annual total compensation of our median employee was approximately 39 to 1. |
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, 2024, our employee population consisted of approximately 2,274 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, 2024 and ending October 1, 2024. 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 2024 in accordance with the requirements of Item 402(c)(2)(x), resulting in annual total compensation of $68,298. 4. For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 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.
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.
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) | | 2024 | $2,663,940 | $- | $2,849,416 | $- | $1,147,017 | $1,201,293 | $107.94 | $122.17 | $151,510 | $2.34 | | 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 |
Pay Versus Performance
1. This is from the Summary Compensation Table for the corresponding year. 2. This column represents the amount of “compensation actually paid” to Mr. Jackson in 2024 and 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 or Mr. Clossin 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 2024 to determine the “compensation actually paid”:
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) | | | | | | | | 2024 | $2,663,940 | $(873,086) | $1,058,562 | $- | $- | $2,849,416 |
Pay Versus Performance
(a) This column represents the amount of total compensation reported for Mr. Jackson in 2024 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 2024. 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 2024 (the “Subject Year”). For the 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 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 fair value or change in fair value, as applicable, of stock awards and option awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for PSU awards (excluding market-conditioned (relative TSR-based) PSU awards), the closing price of our common stock on the applicable measurement date multiplied by the probability of achievement as of such dated and (z) for market-conditioned PSU awards, a Monte Carlo simulation as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black Scholes valuation model. The model references the closing stock price, in addition to the stock option's strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date. The amounts added or subtracted to determine the adjusted amount are as follows:
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) | | | | | | | | | 2024 | $970,119 | $20,843 | $- | $- | $- | $67,600 | $1,058,562 |
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 2024 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 2024 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 2024, Mr. Weiss, Mr. Zatta, Mr. Perkins, Mr. Pietranton and Mr. Richmond, (ii) for 2023, Mr. Weiss, Mr. Zatta, Mr. Pietranton and Mr. Perkins; (iii) for 2022, Mr. Weiss, Mr. Jackson, Mr. Zatta and Mr. Pietranton; (iv) for 2021, Mr. Young, Mr. Zatta, Mr. Pietranton and Mr. Perkins; and (v) 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 2024 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 2024 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 2024) for 2024 to determine the compensation actually paid, using the same adjustment methodology described above in Note 2(c):
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 | | 2024 | $1,147,017 | $(381,067) | $434,612 | $(1,206) | $1,937 | $1,201,293 |
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 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 2024. (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Jackson) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in 2024. Please refer to the Executive Compensation Tables section of the Corporation’s Proxy Statement for 2024. This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Jackson) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in 2024 determined using the same methodology described above in Note 2(c). For 2024, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each NEO (excluding Mr. Jackson) to arrive at “compensation actually paid” to each NEO (excluding Mr. Jackson) for 2024, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Jackson) for 2024. The amounts added or subtracted to determine the adjusted average amount for 2024 are as follows:
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 | | 2024 | $423,485 | $14,565 | $- | $(6,908) | $(30,908) | $34,378 | $434,612 |
Pay Versus Performance
(d) 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 2024 for the NEOs as a group (excluding Mr. Jackson). (e) This column represents the average total pension benefit adjustments for 2024, 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) during 2024 (the “Service Cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during 2024 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 for 2024 are as follows:
Pay Versus Performance
| Year | Service Cost | Prior Service Cost | Total Pension Benefit Adjustments | | 2024 | $1,988 | (51) | $$1,937 |
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, 2020-2023 and 2020-2024), 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. 8. 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, 2024.
Pay Versus Performance
| Year | 2024 | 2023 | 2022 | 2021 | | Net income per common share – diluted (“EPS”) | $2.26 | $2.51 | $3.02 | $3.53 | | Add: After-tax restructuring and merger-related expenses per common share - diluted (9) | 0.08 | 0.05 | 0.02 | 0.09 | | Core EPS | $2.34 | $2.56 | $3.04 | $3.62 |
Pay Versus Performance
9. Tax effected at 21% for all periods presented.
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.
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 2024 and 2023, and the average amount of compensation actually paid to the Corporation’s NEOs as a group (excluding Mr. Jackson in 2024 and 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) the Corporation’s cumulative TSR over the five years presented in the table.
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 2024 and 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) the Corporation’s net income (in thousands) over the five years presented in the table.
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 2024 and 2023 and Mr. Clossin in 2023, 2022, 2021 and 2020), to (2) Core EPS over the five years presented in the table.
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. Our non-employee director compensation program is designed to attract, retain, and reward qualified non-employee directors and align the financial interests of non-employee directors with those of our stockholders. The program addresses the time, effort, expertise, and accountability required of active Board membership. Pursuant to this program, each non-employee member of our Board received the cash and equity compensation described below for fiscal 2024 Board service. We also reimbursed our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting with other Corporation business, such as meeting with potential officer and director candidates, as well as continuing director education. Members of the Board who are our employees are not separately compensated for serving on the Board. 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. See the section entitled "Insider Trading Policies and Procedures" on page 60.
2024 Director COMPENSATION
2024 Director COMPENSATION
2024 Director COMPENSATION
| Name | Fees Earned or Paid in Cash Wesbanco, Inc. ($) | Fees Earned or Paid in Cash Wesbanco Bank, Inc. ($) | Stock Awards ($)2 | Total ($) | | Zahid Afzal1 | - | - | - | - | | Rosie Allen-Herring | 64,000 | 42,800 | 50,000 | 156,800 | | Louis M. Altman1 | - | - | - | - | | John L. Bookmyer1 | - | - | - | - | | Lee J. Burdman1 | - | - | - | - | | Todd F. Clossin | 79,000 | 4,000 | 50,000 | 133,000 | | James W. Cornelsen | 62,000 | 37,200 | 50,000 | 149,200 | | Michael J. Crawford | 78,500 | 8,000 | 50,000 | 136,500 | | Christopher V. Criss | 146,000 | 3,000 | 50,000 | 199,000 | | Abigail M. Feinknopf | 66,000 | 4,000 | 50,000 | 120,000 | | Robert J. Fitzsimmons | 71,750 | - | 50,000 | 121,750 | | Jeffrey H. Jackson | - | - | - | - | | Denise Knouse-Snyder | 75,000 | 14,600 | 50,000 | 139,600 | | D. Bruce Knox | 79,500 | - | 50,000 | 129,500 | | Lisa A. Knutson | 94,750 | - | 50,000 | 144,750 | | Gary L. Libs | 20,917 | 6,000 | - | 26,917 | | Jay T. McCamic | 62,500 | 15,000 | 50,000 | 127,500 | | F. Eric Nelson, Jr. | 69,750 | 4,000 | 50,000 | 123,750 | | Gregory S. Proctor, Jr. | 69,000 | 34,800 | 50,000 | 153,800 | | Joseph R. Robinson | 70,000 | - | 50,000 | 120,000 | | Kerry M. Stemler | 68,750 | 16,000 | 50,000 | 134,750 | | Reed J. Tanner | 35,000 | - | - | 35,000 | | Total | $1,212,417 | $189,400 | $750,000 | $2,151,817 |
2024 Director COMPENSATION
Elected to the Board on February 28, 2025. 2. Amounts for 2024 reflect the dollar amount of the aggregate grant date fair value of restricted stock awards granted during 2024, 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, 2024, for the relevant assumptions used to determine the valuation of restricted stock awards. The following named directors have unvested time based restricted stock awards as follows: Afzal - 0; Allen-Herring - 3,168; Altman - 0; Bookmyer - 0; Burdman - 0; Clossin - 0, but 56,302 shares as an employee; Cornelsen - 3,168; Crawford - 3,168; Criss - 3,168; Feinknopf - 3,168; Fitzsimmons - 3,168; Jackson - 0; Knouse-Snyder - 3,168; Knox - 3,168; Knutson - 3,168; Libs - 3,122; McCamic - 3,168; Nelson - 3,168; Proctor - 3,168; Robinson - 3,168; Stemler - 3,168 and Tanner - 3,122.