DEF 14A

DEF 14A 1 d290913ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

NORTHWEST BANCSHARES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

LOGO

March 10, 2022

Dear Stockholder:

We cordially invite you to attend the 2022 Annual Meeting of Stockholders of Northwest Bancshares, Inc., the parent company of Northwest Bank. The Annual Meeting will be held virtually this year at 11:00 a.m., Eastern Time on April 20, 2022 due to the continuing challenges caused by COVID-19. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2022.

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. After the Annual Meeting, we will also report on the operations of Northwest Bancshares, Inc. Our directors and officers, as well as a representative from our independent registered public accounting firm, will be available to respond to any questions that stockholders may have.

The business to be conducted at the Annual Meeting includes the election of five directors, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2022, the consideration of an advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement, and the approval of the Northwest Bancshares, Inc. 2022 Equity Incentive Plan.

Our Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interests of Northwest Bancshares, Inc. and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each matter to be considered.

Under rules established by the Securities and Exchange Commission, we sent the majority of those stockholders who are eligible to vote at the Annual Meeting a notice that explains how to access their proxy materials, including our 2021 Annual Report, online, rather than in traditional printed form. The notice also explains the steps our eligible stockholders can follow in order to vote their shares online or by telephone. If you are among the stockholders who received the notice explaining this process and would prefer to receive your proxy materials in printed format, the notice also explains how to arrange to have the printed materials sent to you in the mail. If you are among those who received their proxy materials in printed form, rather than the notice, please note that you may still access these materials and vote your shares online by going to the following website: www.proxyvote.com.

Please take a moment now to cast your vote via the Internet or by telephone as described on the enclosed Proxy Card, or alternatively, complete, sign, date and return the Proxy Card in the postage-paid envelope provided. Voting in advance of the Annual Meeting will not prevent you from voting virtually during the Annual Meeting, but will assure that your vote is counted if you are unable to attend the Annual Meeting virtually.

Sincerely,

/s/ Ronald J. Seiffert

Ronald J. Seiffert

Chairman of the Board,

President and Chief Executive Officer

NORTHWEST BANCSHARES, INC.

3 Easton Oval, Suite 500

Columbus, Ohio 43219

(814) 726-2140

NOTICE OF

2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On April 20, 2022

Notice is hereby given that the 2022 Annual Meeting of Stockholders of Northwest Bancshares, Inc. will be held virtually on April 20, 2022 at 11:00 a.m., Eastern Time. You will be able to virtually attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2022.

A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.

The Annual Meeting is for the purpose of considering and acting upon:

The election of five directors;

The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2022;

An advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement;

The approval of the Northwest Bancshares, Inc. 2022 Equity Incentive Plan; and

such other matters as may properly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on February 18, 2022, are the stockholders entitled to vote at the Annual Meeting, and any adjournments thereof.

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, YOU MAY CHOOSE TO VOTE YOUR SHARES USING THE INTERNET OR TELEPHONE VOTING OPTIONS EXPLAINED ON YOUR PROXY CARD OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY THAT YOU GIVE MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. YOU MAY REVOKE A PROXY BY FILING WITH THE CORPORATE SECRETARY OF NORTHWEST BANCSHARES, INC. A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. IF YOU ATTEND THE ANNUAL MEETING VIRTUALLY, YOU MAY REVOKE YOUR PROXY AND VOTE ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE VIRTUALLY DURING THE ANNUAL MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Richard K. Laws

Richard K. Laws

Executive Vice President, Chief Legal Counsel and Corporate Secretary

Columbus, Ohio

March 10, 2022

NORTHWEST BANCSHARES, INC.

TABLE OF CONTENTS


2022 ANNUAL MEETING OF STOCKHOLDERS			1

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF			1

REVOCATION OF PROXIES			2

PROPOSAL 1 — ELECTION OF DIRECTORS			2

Directors and Nominees			5

Executive Officers who are not Directors			7

Board Independence			7

Board Leadership Structure and Oversight			8

Meetings and Committees of the Board of Directors			8

Attendance at Annual Meetings of Stockholders			12

Policy Regarding Majority Voting			12

Code of Ethics			13

Audit Committee Report			13

Section 16(a) Beneficial Ownership Reporting Compliance			13

Compensation Committee Interlocks and Insider Participation			13

Compensation Committee Report			14

Compensation Discussion and Analysis			14

Executive Compensation			21

Defined Benefit Plan			25

Supplemental Executive Retirement Plan			26

Employment Agreements			26

Potential Payments to Named Executive Officers			27

Life Insurance Coverage			28

Director Compensation			30

Transactions with Certain Related Persons			32

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			32

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			33

PROPOSAL 4 — THE APPROVAL OF THE NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN			34

ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING			42

STOCKHOLDER PROPOSALS			43

NOTICE OF A SOLICITATION OF PROXIES IN SUPPORT OF DIRECTOR NOMINEES OTHER THAN THE COMPANY’S NOMINEES			43

OTHER MATTERS			43

MISCELLANEOUS			43

ONLINE DELIVERY OF PROXY AND OTHER MATERIALS			43

HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS			44

APPENDIX A — NORTHWEST BANCSHARES, INC. 2022 EQUITY INCENTIVE PLAN			A-1

Proxy Statement

NORTHWEST BANCSHARES, INC.

3 Easton Oval, Suite 500

Columbus, Ohio 43219

(814) 726-2140

2022 ANNUAL MEETING OF STOCKHOLDERS

April 20, 2022

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Northwest Bancshares, Inc., (“Company”) to be used at the 2022 Annual Meeting of Stockholders of Northwest Bancshares, Inc., which will be held virtually on April 20, 2022, at 11:00 a.m., Eastern Time, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being mailed to stockholders on or about March 11, 2022. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2022.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of our shares of common stock, par value $0.01 per share, as of the close of business on February 18, 2022 are entitled to one vote for each share then held. As of February 18, 2022, there were 126,672,903 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present.

As to the election of directors, the Proxy Card being provided by the Board of Directors enables a stockholder to vote “FOR” all nominees proposed by the Board, to withhold authority for all nominees or to vote for all except one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which the authority to vote for the nominees being proposed is withheld. In addition, Northwest Bancshares, Inc. has adopted a policy regarding majority voting with respect to the election of directors. For more information, see “Policy Regarding Majority Voting”.

As to the ratification of KPMG LLP as our independent registered public accounting firm, by checking the appropriate box, a stockholder may: (i) vote “FOR” the ratification; (ii) vote “AGAINST” the ratification; or (iii) abstain from voting on such ratification. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the abstain box has been selected on the Proxy Card, is required for the approval of this matter.

As to the advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement, a stockholder may: (i) vote “FOR” the resolution; (ii) vote “AGAINST” the resolution; or (iii) abstain from voting on the resolution. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the abstain box has been selected on the Proxy Card, is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on Northwest Bancshares, Inc. or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Northwest Bancshares, Inc. or the Board of Directors.

As to the approval of Northwest Bancshares, Inc. 2022 Equity Incentive Plan, by checking the appropriate box, a stockholder may: (i) vote “FOR” the approval; (ii) vote “AGAINST” the approval; or (iii) abstain from voting on such approval. The affirmative vote of a majority of the votes cast at the Annual Meeting, without regard to either broker non-votes, or shares as to which the abstain box has been selected on the Proxy Card, is required for the approval of this matter.

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

If you have selected a broker or other intermediary to hold your common stock rather than having them directly registered with our transfer agent, American Stock Transfer & Trust Company, LLC, you will receive instructions directly from your broker or other intermediary in order to vote your shares. Your brokerage firm may also provide the ability to vote your proxy by telephone or online. Please be advised that if you choose to not vote your proxy, your brokerage firm only has the authority under applicable stock market rules to vote your shares “FOR” or “AGAINST” routine matters. The ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter. Accordingly, we urge you to vote by following the instructions provided by your broker, bank, or other intermediary.

We are utilizing Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner or hold shares of our common stock through our stock-based benefit plans. The Notice provides instructions on how to access and review all of the information contained in the Company’s Proxy Statement and Annual Report to Stockholders, as well as how to cast a vote. Stockholders who receive the Notice and who would still like to receive a printed copy of the proxy materials can find instructions for requesting these materials included in the Notice. We plan to mail the Notice to stockholders by March 11, 2022.

Persons and groups who beneficially own in excess of 5% of our shares of common stock are required to file certain reports with the Securities and Exchange Commission regarding such ownership pursuant to the Securities Exchange Act of 1934. The following table sets forth, as of February 18, 2022, the shares of our common stock beneficially owned by each person known to us who was the beneficial owner of more than 5% of the outstanding shares of our common stock.


Name and address of beneficial owners	Amount of shares owned and nature of beneficial ownership (1)		Percent of shares of common stock outstanding

BlackRock, Inc. (2) 55 East 52^nd Street New York, New York 10055		18,621,344		14.7	%

The Vanguard Group (3) 100 Vanguard Boulevard Malvern, Pennsylvania 19355		13,612,312		10.7	%

Dimensional Fund Advisors LP (4) Building One 6300 Bee Cave Road Austin, Texas, 78746		7,787,675		6.1	%

(1)

In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if they have shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares, and includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting or investment power.

(2)	As disclosed in Amendment 12 to Schedule 13G/A, as filed with the Securities and Exchange Commission on January 27, 2022.

(3)	As disclosed in Amendment 11 to Schedule 13G/A, as filed with the Securities and Exchange Commission on February 10, 2022.

(4)	As disclosed in Amendment 7 to Schedule 13G/A, as filed with the Securities and Exchange Commission on February 8, 2022.

REVOCATION OF PROXIES

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of our Board of Directors will be voted in accordance with the directions given thereon. You may vote by Internet or telephone as described on your Proxy Card. You may also vote by signing and returning your Proxy Card to Northwest Bancshares, Inc. Proxies we receive that are signed, but contain no instructions for voting, will be voted “FOR” the proposals set forth in this Proxy Statement for consideration at the Annual Meeting.

Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Northwest Bancshares, Inc., Richard K. Laws, at the address shown above, or by returning a duly executed proxy bearing a later date by mail, or voting on a later date by Internet or telephone, as described on your Proxy Card. The presence at the virtual Annual Meeting of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder votes during the Annual Meeting or delivers a written revocation to the Corporate Secretary prior to the voting of such proxy.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board of Directors is expected to consist of 12 members, effective immediately following the Annual Meeting. Our bylaws provide that directors are divided into three classes, as nearly equal in number as reasonably possible, such that approximately one-third of the directors are to be elected annually. Our directors are generally elected to serve for a three-year period, or a shorter period if the director is elected to fill a vacancy, and until their respective successors shall have been elected and shall qualify. Five directors will be elected at the Annual Meeting and will serve until their successors have been elected and qualified. The Nominating and Corporate Governance Committee has nominated Robert M. Campana, Timothy B. Fannin, John P. Meegan and Mark A. Paup to serve as directors for three-year terms and Pablo A. Vegas to serve as director for a one-year term. Mr. Campana, Mr. Fannin, Mr. Meegan and Mr. Paup are currently members of the Board of Directors. Mr. Vegas was recommended to the Nominating and Corporate Governance Committee by a search subcommittee comprised of Directors Chadsey, Fannin, Paup, Tullio and Seiffert.

The table below sets forth certain information regarding our nominees and the composition of our Board of Directors as of February 18, 2022 (with age information as of December 31, 2021), including the terms of office of Board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to a nominee) will be voted at the Annual Meeting for the election of the nominees identified below. If one or more nominees is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute or substitutes as the Nominating and Corporate Governance Committee may recommend. At this time, the Board of Directors knows of no reason why the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between the nominees and any other person pursuant to which such nominees were selected.

None of our Directors or Executive Officers had any shares pledged as collateral as of February 18, 2022. We have adopted a policy that prohibits our insiders from (1) pledging Northwest Bancshares, Inc. stock as collateral against a loan or line of credit or holding Northwest Bancshares, Inc. stock in a margin account; and (2) conducting any hedging activities (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to offset any decrease in the market value of Northwest Bancshares, Inc. stock.

The Board of Directors unanimously recommends that you vote “FOR” each of the persons nominated by the Board of Directors.


Name (1)	Age		Positions held in Northwest Bancshares, Inc.	Director since		Current term to expire		Shares of common stock beneficially owned (2)			Percent of class
NOMINEES
Robert M. Campana		62	Director		2015		2022		62,806	(3)		*
Timothy B. Fannin		68	Director		2013		2022		62,591	(4)		*
John P. Meegan		62	Director		2010		2022		120,754	(5)		*
Mark A. Paup		56	Director		2016		2022		50,991	(6)		*
Pablo A. Vegas		48	None		N/A		N/A		—			*

DIRECTORS CONTINUING IN OFFICE
William F. McKnight		70	Director		2013		2023		80,799	(7)		*
Sonia M. Probst		63	Director		2011		2023		86,555	(8)		*
Ronald J. Seiffert		64	Chairman of the Board, President and Chief Executive Officer		2018		2023		97,598	(9)		*
Deborah J. Chadsey		64	Director		2012		2024		73,754	(10)		*
Wilbur R. Davis		67	Director		2020		2024		116,220	(11)		*
Timothy M. Hunter		59	Director		2015		2024		138,664	(12)		*
David M. Tullio		56	Director		2020		2024		10,640	(13)		*

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
William W. Harvey, Jr.		55	Senior Executive Vice President, Chief Financial Officer		N/A		N/A		262,135	(14)		*
John J. Golding		58	Senior Executive Vice President, Consumer and Business Banking		N/A		N/A		64,301	(15)		*
Mark T. Reitzes		61	Senior Executive Vice President, Commercial Banking		N/A		N/A		46,028	(16)		*
Louis J. Torchio		59	Senior Executive Vice President, Retail Lending		N/A		N/A		49,358	(17)		*
All directors, nominees and executive officers as a group (16 persons)									1,323,194	(18)		1.0	%

(footnotes on following page)

(footnotes from previous page)

*	Less than 1%.

(1)	The mailing address for each person listed is 3 Easton Oval, Suite 500, Columbus, Ohio 43219.

(2)	See definition of “beneficial ownership” in the table in “Voting Securities and Principal Holders Thereof”.

(3)	Includes options to purchase 18,724 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(4)	Includes options to purchase 36,004 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(5)	Includes options to purchase 36,004 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(6)	Includes options to purchase 18,724 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(7)	Includes options to purchase 30,404 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(8)	Includes options to purchase 36,004 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(9)	Includes options to purchase 36,004 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(10)	Includes options to purchase 43,204 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(11)	Includes options to purchase 1,440 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(12)	Includes options to purchase 23,764 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(13)	Includes options to purchase 1,440 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(14)	Includes options to purchase 51,059 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(15)	Includes options to purchase 22,530 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(16)	Includes options to purchase 5,419 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(17)	Includes options to purchase 16,658 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(18)	Includes options to purchase 377,382 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

Directors and Nominees

The biographies of each of the nominees and continuing board members below contains information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board of Directors to determine that the person should serve as a director. The principal occupation during the past five years of each of our directors is set forth below. All directors have held their present positions for five years unless otherwise stated. Each director is also a director of Northwest Bank.

Ronald J. Seiffert joined in November 2017 as President and Chief Operating Officer of Northwest Bank and Northwest Bancshares, Inc. He was promoted to the position of President and Chief Executive Officer of Northwest Bank and Northwest Bancshares, Inc. in June 2018, appointed to the Board of Directors of Northwest Bank in January 2018 and elected to the Board of Directors of Northwest Bancshares, Inc. in April 2018. Prior to joining Northwest Bank and Northwest Bancshares, Inc., Mr. Seiffert held the position of Chairman, President and Chief Executive Officer at The Delaware County Bank and Trust, Lewis Center, Ohio for six years. Prior to that, he served as Vice Chairman at Huntington National Bank, and Executive Vice President and National Head of Business Banking at Bank One/JPMorgan Chase. Mr. Seiffert is engaged in many industry and community boards and committees including the Federal Reserve Board Fourth District Depository Institution Advisory Committee (CDIAC), the Ohio Bankers League BankServices Board and Audit Committee, the Columbus State Community College Foundation Board, the Lutheran Social Services of Central Ohio Board and the Finance Committee at St. Francis DeSales High School. Mr. Seiffert graduated from Washington University in St. Louis, Missouri with a BS degree in Business Administration, Finance and Economics and is a graduate of the Advanced Executive Management program at the Kellogg School of Management, Northwestern University, and the ABA Stonier Graduate School of Banking. Mr. Seiffert has deep and extensive knowledge of commercial banking, retail services, private banking, and delivery channels, making him well qualified to be our Chairman of the Board, President and Chief Executive Officer.

Robert M. Campana has been the owner of Campana Development, a real estate development company in Lorain, Ohio, since 2000. He is also the president of Campana Capital, a real estate development and private equity investment organization located in Westlake, Ohio. Mr. Campana previously served on the Boards of Directors of LNB Bancorp, Inc. and Lorain National Bank, and became a director of Northwest Bancshares, Inc. and Northwest Bank upon the acquisition of LNB Bancorp, Inc. and Lorain National Bank in 2015. Mr. Campana holds a business degree from Bowling Green State University and brings to the Board extensive experience in managing businesses and has significant experience in and knowledge of real estate development. Mr. Campana is the former president of P.C. Campana Inc. and has been recognized in his community for his entrepreneurial skills. In addition, Mr. Campana served on the Boards of Directors of LNB Bancorp, Inc. and Lorain National Bank for 17 years, which provides valuable insights to the Board of Directors of Northwest Bancshares, Inc., particularly in evaluating the business conditions in Northwest Bank’s Ohio markets following the acquisition, as well as in setting corporate strategy and compensation matters.

Deborah J. Chadsey is an attorney who has practiced law since 1989. She is a partner in the Buffalo, New York law firm Kavinoky Cook, LLP. Prior to joining Kavinoky Cook, LLP, Ms. Chadsey practiced law with Lippes, Silverstein as well as Phillips, Lytle, both also in Buffalo, New York. She has been on the Board of Directors since 2012. In addition, she sits on the Board of Directors of Kensington-Bailey Neighborhood Housing Services/Gloria Parks Community Center. Ms. Chadsey graduated from Columbia University Law School in New York, New York where she was a Harlen Fiske Stone Scholar and is licensed to practice law in Pennsylvania, New York, and multiple federal district, bankruptcy and appellate courts. Ms. Chadsey brings to the Board specialization and experience in environmental and municipal law as well as commercial finance, land use and contract law.

Wilbur R. Davis co-founded Ontario Systems, LLC, a computer software company, serving as its Chief Executive Officer until 2008 and as its Chairman until the 2017 sale of the company. Capitalizing on his business experience, he launched Noble Why, LLC, an organizational effectiveness consulting firm dedicated to helping organizations foster passionate, purposeful, and productive cultures where there is both an individual and collective pride in the work being accomplished. Mr. Davis is an entrepreneur with both his BS and MBA from Ball State University. He has received recognition for his contributions to his industry and community, including an honorary doctorate in Business Management from Indiana Wesleyan University. Mr. Davis is an author, “Creating a Culture of Excellence, Changing the World of Work One Person at a Time”, sought-after speaker and training consultant with over 30 years of leadership experience. Prior to co-founding Ontario Systems, he gained financial, engineering, and software systems experience with MutualBank and General Motors. He currently serves as a board member for a number of organizations, including IU Health Ball Memorial Hospital and AAA Hoosier Motor Club. Mr. Davis brings his experience and expertise in the technology and human capital fields along with his prior experience on the Board of Directors of MutualFirst Financial, Inc. to the Board of Northwest Bancshares, Inc.

Timothy B. Fannin is a retired CPA and partner from the firm Catalano, Case, Catalano & Clark-Radzieta, LLP, Certified Public Accountants headquartered in Clearfield, Pennsylvania where he worked for 28 years. Mr. Fannin is a U.S. Army Veteran and graduated from the University of Pittsburgh with a BA degree in Business/Public Administration and holds an MBA from Clarion University of Pennsylvania. He was formerly certified in both business valuations and financial forensics. In addition, he was an adjunct Professor of Accounting and Finance at Pennsylvania State University from 2007 to 2009. He has been an Advisory Board Member for the Clearfield County and Elk County markets of Northwest Bank since 1998 and currently serves on the Southwest Advisory Board. Mr. Fannin’s public accounting background and professional designations assist the Board in its oversight of the audit, tax, financial reporting and risk management areas.

Timothy M. Hunter has been President and Chief Executive Officer of McInnes Rolled Rings in Erie, Pennsylvania, since 2003. He also serves on the Boards of the Erie Regional Chamber and Growth Partnership and the Erie Community Foundation. He is a past Chairman of the Manufacturer and Business Association and the Erie Community Foundation. Mr. Hunter is a CPA having worked for Ernst & Young in Philadelphia, Pennsylvania, and holds a BA degree in Accounting from Villanova University. He has been an Advisory Board Member for the Erie market of Northwest Bank since 2013. Mr. Hunter has significant operations, finance and management experience in middle market manufacturing businesses combined with extensive knowledge and experience in accounting and reporting. He brings this background coupled with his considerable business and community involvement to the Board.

William F. McKnight has been the Controller for Interstate Chemical Company, Inc. in Hermitage, Pennsylvania since 2006. Prior to joining Interstate Chemical Company, Inc. he was a partner with the CPA firm McGill, Power, Bell & Associates for 30 years where he specialized in tax planning and advising. Mr. McKnight also serves as Chief Financial Officer for Alpont Methanol, a methanol and sodium methylate manufacturing company in Toledo, Ohio. He holds a BA degree in Business Administration from Drake University and is a CPA in the Commonwealth of Pennsylvania. He has been an Advisory Board Member for the Crawford County and Mercer County markets of Northwest Bank since 2002. Mr. McKnight’s industry experience and background in tax and public accounting assist the Board in its oversight of the audit, tax, financial reporting and risk management areas.

John P. Meegan is an accomplished financial and operational executive with over 35 years of experience in the financial services industry and has been a member of Northwest’s Board since 2010. He most recently served as Executive Vice President and Chief Operating Officer of Hefren-Tillotson Inc., a Pittsburgh based Broker/Dealer and Registered Investment Advisor for 16 years and has had numerous executive positions with both regional and national financial services companies. In these roles, he gained valuable oversight, financial, and risk management skills. Mr. Meegan, a CPA, brings these skills to the Board and its committees. Specifically, Mr. Meegan’s experience provides expertise to the Audit and Risk Management committees. Additionally, he has considerable not-for-profit and Securities Industry Regulatory Board service including Financial Industry Regulatory Authority (FINRA) throughout his career which enhances his financial and operational expertise. Mr. Meegan holds a BA degree from Amherst College and an MBA from New York University Graduate School of Business.

Mark A. Paup is the President and Chief Executive Officer for Zippo Manufacturing Company and W.R. Case and Sons Cutlery Company, both of which are headquartered in Bradford, Pennsylvania. Mr. Paup has served as Vice President of Sales and Marketing, National Sales Manager, European Sales Manager and Global Marketing Director since his career with Zippo and Case began in 1994. He has also served as a member of the Board of Directors of Zippo Manufacturing Company, as President of the Supervisory Board of Zippo Europe S.A. and as a Director of Zippo Asia Ltd. During his tenure at both Zippo and Case, Mr. Paup has been instrumental in corporate strategic planning, product diversification and the development of the sales and marketing departments. He has been a member of Northwest Bank’s McKean County Advisory Board since 2010. Mr. Paup’s extensive experience in the areas of sales, marketing, and strategic planning assist the Board in its oversight of Northwest Bank’s organic growth initiatives and strategic direction.

Sonia M. Probst is the retired Chief Executive Officer of the Rouse Estate in Youngsville, Pennsylvania, where she was employed for 28 years. The Rouse Estate is a campus of skilled nursing, assisted living, outpatient therapy, and child day care facilities serving western Pennsylvania. In this highly regulated environment, she served as Compliance Officer, developing and overseeing the Compliance Program and working with multiple state and federal regulatory bodies. In addition as Chief Executive Officer, she provided leadership and operational oversight to all divisions. She focused on strategic planning, revenue development, and diversification of services to meet community needs. Sonia has served on numerous boards including the Warren County Chamber of Business and Industry, Leadership Warren County, the United Fund of Warren County Allocation Committee, Hospice of Warren County, Revitalization of Youngsville, the Chief Cornplanter Council of the Boy Scouts of America, and the Pennsylvania Association of County Affiliated Homes. Ms. Probst brings to the Board firsthand experience in managing compliance, finance and operations in a highly regulated, multiple service organization.

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

Pablo A. Vegas is the Executive Vice President, Chief Operating Officer and President of Utilities for NiSource, Inc., headquartered in Merrillville, Indiana. Mr. Vegas has served in several roles, including Chief Customer Officer, Executive Vice President Gas Segment and President of the Columbia Gas Group since starting his career with NiSource in 2016. Prior to joining NiSource, he held a variety of senior executive positions with American Electric Power (AEP), including President and Chief Operating Officer of AEP Ohio, AEP Texas and Chief Information Officer. Before his career in regulated utilities, he held senior leadership positions with IBM, PricewaterhouseCoopers and Andersen Consulting. Mr. Vegas is the past-chairman and serves on the board of directors for One Columbus and also serves on the Board of Trustees for the American Gas Foundation. Mr. Vegas attended the Advanced Management Program at Harvard Business School and holds a BS degree in Mechanical Engineering from the University of Michigan. Mr. Vegas brings to the Board expertise in regulated gas and electric industries and extensive experience in P&L optimization, strategic planning, technology innovation and environmental sustainability initiatives.

Executive Officers who are not Directors

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

William W. Harvey, Jr. has been employed by Northwest Bank since 1996, most recently as Senior Executive Vice President and Chief Financial Officer for Northwest Bank and Northwest Bancshares, Inc. He was formerly Executive Vice President and Chief Financial Officer. Prior to joining Northwest Bank and Northwest Bancshares, Inc., Mr. Harvey served as a Management Accounting Officer with PNC Bank and a Senior Auditor and Tax Specialist for KPMG LLP, both in Pittsburgh, Pennsylvania. Mr. Harvey is a CPA in the Commonwealth of Pennsylvania and holds a BA degree in Accounting from Indiana University of Pennsylvania. In addition, he is a graduate of the ABA Stonier Graduate School of Banking at the University of Pennsylvania.

John J. Golding has been employed by Northwest Bank since 2016, most recently as Senior Executive Vice President, Consumer and Business Banking. He was formerly Executive Vice President, Business Development and prior to that Senior Vice President and New York Region President. Prior to joining Northwest Bank, Mr. Golding served as Senior Vice President and Senior Director of Small Business Banking as well as Senior Vice President and Retail Banking Director with First Niagara Bank. Mr. Golding holds a BA degree in Business Management and Business Administration from North Carolina Wesleyan College.

Mark T. Reitzes has been employed by Northwest Bank since 2019, most recently as Senior Executive Vice President, Commercial Banking. Prior to joining Northwest Bank, Mr. Reitzes served in various roles in commercial and retail banking, including Commercial Banking Division Head and, subsequently, Regional President, for Huntington National Bank’s Southern Ohio/Kentucky Region. Mr. Reitzes also served as President and Chief Executive Officer of Cheviot Savings Bank. His background also includes supervisory regulatory experience with The Office of Thrift Supervision and with the Cincinnati office of KPMG as a CPA in the Financial Institutions practice. Mr. Reitzes is a graduate of the University of Cincinnati and the Ohio State University Fisher College of Business Executive Leadership program. He is a member of the American Institute of CPAs and the Ohio Society of CPAs.

Louis J. Torchio has been employed by Northwest Bank since 2018 and currently serves as Senior Executive Vice President, Retail Lending. Prior to joining Northwest Bank, Mr. Torchio served as Senior Vice President of Residential and Consumer Lending at Delaware County Bank for two years and prior to that served as Executive Vice President at CNB Bank. He also has served in various senior leadership positions for Charter One Bank, Bank One, Prudential Home Mortgage and Mellon Bank. Mr. Torchio holds a BA degree in Business Administration and Computer Programming from Fairmont State University and an MBA degree in Finance and Financial Management Services from Franklin University.

Board Independence

The Board of Directors has determined that Directors Campana, Chadsey, Davis, Fannin, Hunter, McKnight, Meegan, Paup, Probst and Tullio are, and nominee Vegas will be, “independent” within the meaning of the Nasdaq corporate governance listing standards. Mr. Seiffert is not independent by virtue of being an employee of Northwest Bank. Mr. Fannin currently serves as the Lead Director. In this capacity, Mr. Fannin chairs the meetings of the independent directors and other meetings of the Board when the Chairman is excused or absent. Mr. Fannin also acts as liaison between the Chairman and the independent directors.

In determining the independence of the directors and the nominees listed above, the Board of Directors reviewed the transactions reported under “—Transactions With Certain Related Persons,” below, as well as the following transactions and relationships, none of which are required to be reported under “—Transactions With Certain Related Persons”. Each of the following products or services are with Northwest Bank. Director Campana has a residential mortgage, home equity line of credit, commercial loans and commercial lines of credit. Kavinoky Cook, LLP, where Director Chadsey is a law partner, has a commercial line of credit. Various companies where Director Davis is a partner have commercial loans and commercial lines of credit. Director Fannin has an unsecured line of credit. Director McKnight had a residential mortgage loan pay off during the year. Director Meegan has a credit card. Director Paup has a residential mortgage and equity loans. Director Tullio has a residential mortgage and home equity line of credit. Additional loans (including residential mortgage loans, lines of credit and credit cards) have been made to related persons of Directors Campana, Chadsey, Hunter, McKnight and Paup.

Board Leadership Structure and Oversight

The Board of Directors currently combines the role of Chairman of the Board with the role of Chief Executive Officer, coupled with a lead director position to further strengthen the governance structure. The Board believes this provides an efficient and effective leadership model. Combining the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. To assure effective independent oversight, the board has adopted a number of governance practices, including:

•

a strong, independent, clearly-defined lead director role;

•

periodic meetings of the independent directors;

•

annual performance evaluations of the Chairman and Chief Executive Officer by the independent directors; and

•

direct reporting lines between the Board of Directors and both the Chief Risk Officer and Chief Auditor, with quarterly meetings with these individuals without the presence of management.

The board recognizes that, depending on the circumstances, other leadership models, such as a separate independent chairman of the board, might be appropriate. Accordingly, the board periodically reviews its leadership structure.

A key responsibility of the Chief Executive Officer and the board is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in our company. Each year, succession planning reviews are held at every significant organizational level of our company, culminating in a full review of senior leadership talent by the independent directors. During this review, the Chief Executive Officer and the independent directors discuss future candidates for senior leadership positions, succession timing for those positions, and development plans for the highest-quality candidates. This process ensures continuity of leadership over the long term, and it forms the basis on which we make ongoing leadership assignments. It is a key success factor in managing the long-term planning and investment lead times of our business.

In addition, the Chief Executive Officer maintains in place at all times, and reviews with the independent directors, a confidential plan for the timely and efficient transfer of his responsibilities in the event of an emergency or his sudden incapacitation or departure.

The Board of Directors is actively involved in oversight of risks that could affect Northwest Bancshares, Inc. This oversight is conducted primarily through the Risk Management Committee of the Board of Directors, consisting of six independent directors, who meet quarterly for the specific purpose of evaluating our exposure to all risks specifically identified in banking regulations: credit, interest rate, strategic/capital, market price, liquidity, operational, business resumption, compliance/legal/regulatory, foreign exchange and reputation. The Risk Management Committee reports are prepared and presented by our Chief Risk Officer and reports of Committee meetings are made to the full Board of Directors during the Board meeting of the following month. The Board of Directors also satisfies this responsibility through reports to the Board of Directors by the committee chair of all board committees regarding the committees’ considerations and actions, through review of minutes of committee meetings and through regular reports directly from officers responsible for oversight of particular risks within Northwest Bancshares, Inc. Risks relating to the direct operations of Northwest Bank are further overseen by the Board of Directors of Northwest Bank, which generally consists of the same individuals who serve on the Board of Directors of Northwest Bancshares, Inc. The Board of Directors of Northwest Bank also has additional committees that conduct risk oversight, and such committees typically meet jointly with the committees of Northwest Bancshares, Inc. All committees are responsible for the establishment of policies that guide management and staff in the day-to-day operation of Northwest Bancshares, Inc. and Northwest Bank such as lending, risk management, asset/liability management, investment management and others.

Meetings and Committees of the Board of Directors

The business of Northwest Bancshares, Inc. is conducted at regular and special meetings of the full Board and its standing committees. In addition, our independent directors meet in executive sessions. The standing committees consist of the Audit, Compensation, Executive, Innovation and Technology, Nominating and Corporate Governance (recently combined from two separate committees into a single body), Risk Management and Trust Committees. Mr. Seiffert, our Chairman of the Board, President and Chief Executive Officer, is a member of the Executive and Trust Committees. During the year ended December 31, 2021, the Board of Directors of Northwest Bancshares, Inc. met at 12 regular meetings and held four special meetings that were conducted either in-person or by way of video conferencing in light of challenges posed by COVID-19. No member of the Board or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which they have been a director); and (ii) the total number of meetings held by all committees of the Board on which they served (during the periods that they served).

The following table sets forth the current members of our Compensation, Audit and Nominating and Corporate Governance Committees as of January 1, 2022.


Director	Compensation Committee	Audit Committee	Nominating and Corporate Governance Committee
Robert M. Campana	X
Deborah J. Chadsey			X*
Wilbur R. Davis	X		X
Timothy B. Fannin		X
Timothy M. Hunter	X*	X	X
William F. McKnight		X	X
John P. Meegan		X*
Mark A. Paup
Sonia M. Probst	X		X
David M. Tullio	X	X	X

*	Denotes Chairperson.

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

Compensation Committee. Each member of the Compensation Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange Commission Rule 10C-1. Such committee members also must not receive, directly or indirectly, fees in excess of $10,000 per year from us other than fees for service as a director. The Compensation Committee meets at least quarterly, or more frequently if necessary. Our Nominating and Corporate Governance Committee has adopted a written charter for the Compensation Committee, which is available on our website at www.northwest.com. The Compensation Committee of Northwest Bancshares, Inc. met four times during the year ended December 31, 2021. The purpose of the Compensation Committee is to, among other things, evaluate:

•

the compensation of the executive officers, other senior officers and employees, including oversight of base salary, cash incentive compensation, equity-based awards and other benefits and perquisites; and

•

the performance of the Chief Executive Officer on an annual basis and approve the base salary, cash incentive bonus, equity-based incentive awards and other compensation of the Chief Executive Officer.

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

•

approving the corporate compensation philosophy, including overseeing and monitoring the executive compensation policies, plans and programs for such officers to ensure that they are consistent with the compensation philosophy and the long-term interests of our stockholders;

•

reviewing and, if appropriate, amending and approving management’s recommendations for compensation issues such as salary ranges, annual merit increases, annual cash bonuses, long-term incentive plans, including equity-based compensation programs such as stock options and restricted stock awards and incentive/variable compensation plans;

•

annually reviewing the Chief Executive Officer’s evaluation of the performance of the senior executives who report directly to the Chief Executive Officer in connection with its overall review of executive compensation;

•

evaluating, reviewing and approving the execution of employment and change in control agreements for senior management and reviewing the annual renewal of such agreements;

•

reviewing and approving all employee benefit plans, including retirement plans and health insurance;

•

at least annually, in consultation with the Chief Executive Officer, reviewing succession planning and management development activities and strategies regarding the Chief Executive Officer and other members of senior management;

•

annually issuing the Compensation Committee Report, which is included in our annual proxy statement;

•

annually reviewing Management’s Annual Risk Review Analysis of our compensation practices;

•

annually reviewing the compensation, discussion and analysis which is included in our annual proxy statement; and

•

periodically reviewing compensation, including benefits and equity awards, paid to non-employee directors.

The Compensation Committee has available the resources and authority necessary to properly discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants. The Compensation Committee, in performing these duties and responsibilities with respect to director and executive officer compensation, relies on the assistance of professionals within our Human Resources Department. During 2021, the Compensation Committee elected to utilize Pearl Meyer, a compensation consultant, for an independent review of director and executive officer compensation, including benefits and equity awards. For the year ended December 31, 2021, we incurred $135,000 of fees for their compensation consulting services.

Audit Committee. Each member of the Audit Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange Commission Rule 10A-3. The Board of Directors has determined that each of Messrs. Fannin, Hunter, McKnight and Meegan qualifies as an “audit committee financial expert” as that term is used in the rules and regulations of the Securities and Exchange Commission. Information with respect to the experience of Messrs. Fannin, Hunter, McKnight and Meegan is included in “—Directors”. Our Nominating and Corporate Governance Committee has adopted a written charter for the Audit Committee, which is available on our website at www.northwest.com. The Audit Committee of Northwest Bancshares, Inc. met five times during the year ended December 31, 2021.

The duties and responsibilities of the Audit Committee include, among other things:

•

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

•

overseeing our external financial reporting processes;

•

approving all engagements for audit and non-audit services by the independent registered public accounting firm;

•

reviewing the audited financial statements with management and the independent registered public accounting firm;

•

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

•

overseeing the activities of the internal audit staff and reviewing management’s administration of the system of internal accounting controls;

•

engaging and overseeing any outsourcing or co-sourcing arrangements pertaining to the Internal Audit function and determining that the providers have adequate expertise to fulfill those duties; and

•

conducting an annual performance evaluation of the Committee and annually reviewing the adequacy of its charter.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee Charter provides that the Committee will consist of all independent directors not subject to reelection at the next annual meeting of stockholders. Each member of the Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. Such committee members also must not receive, directly or indirectly, fees in excess of $10,000 per year from us other than fees for service as a director. Our Nominating and Corporate Governance Committee has adopted a written charter for the committee, which is available on our website at www.northwest.com. Prior to combining, the Nominating Committee met once and the Corporate Governance Committee met twice. Once combined, the Nominating and Corporate Governance Committee of Northwest Bancshares, Inc. met once during the year ended December 31, 2021.

The functions of the Nominating and Corporate Governance Committee include the following:

•

leading the search for individuals qualified to become members of the Board and selecting director nominees to be presented for stockholder approval;

•

developing and recommending to the Board of Directors other specific criteria for the selection of individuals to be considered for election or re-election to the Board of Directors;

•

to annually receive and approve an applicable Code of Ethics and Code of Ethics for Senior Financial Officers and to develop and recommend corporate governance guidelines on an annual basis, or more frequently if appropriate;

•

to review the Board of Director’s committee structure and recommend to the Board for approval of directors to serve as members on each committee and to make recommendations to the Board regarding size and compensation of the Board and other governance items related thereto;

•

adopting procedures for the submission of recommendations by stockholders for nominees for the Board of Directors; and

•

conducting an annual performance evaluation of the Committee and annually reviewing the adequacy of its charter and recommending any proposed changes to the Board of Directors.

The Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. In addition, the Committee is authorized by its charter to engage a third party to assist in the identification of director nominees, if it chooses to do so. The Nominating and Corporate Governance Committee would seek to identify a candidate who, at a minimum, satisfies the following criteria:

•

the highest personal and professional ethics and integrity and whose values are compatible with our values;

•

experience and achievements that have given them the ability to exercise and develop good business judgment;

•

a willingness to devote the necessary time to the work of the Board and its committees, which includes being available for Board and committee meetings;

•

a familiarity with the communities in which we operate and/or is actively engaged in community activities;

•

involvement in other activities or interests that do not create a conflict with their responsibilities to Northwest Bancshares, Inc. and its stockholders; and

•

the capacity and desire to represent the balanced, best interests of our stockholders as a group, and not primarily a special interest group or constituency.

The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The Board is particularly interested in maintaining a mix that includes active or retired business professionals and senior executives, particularly those with experience in management, operations, finance, accounting, banking, risk management, compliance, information technology, or marketing and sales. As part of its periodic self-assessment process, the Board discusses the diversity of specific skills and characteristics necessary for the optimal functioning of the Board in its oversight of Northwest Bancshares, Inc. over both the short and long term. The Nominating and Corporate Governance Committee then gives consideration to these specific skill areas or experiences when considering candidates for nomination. Specific qualities or experiences could include matters such as experience in our industry, financial or technological expertise, leadership experience and relevant geographical experience. The effectiveness of the Board’s diverse mix of skills and experiences is considered as part of each Board self-assessment.

In addition to meeting these qualifications, a person is not qualified to serve as a director if they: (1) are under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year; (2) are a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal; or (3) have been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

The Committee will also take into account whether a candidate satisfies the criteria for “independence” under the Nasdaq corporate governance listing standards. We have also recently adopted stock ownership guidelines, which are described in “Compensation Discussion and Analysis—Long-Term Stock-Based Compensation”.

The Board of Directors holds itself and all members of various committees to the highest standard of professional and person conduct. These requirements are included in our Code of Ethics and the Nominating and Corporate Governance Committee Charter and other committee charters. In addition, directors are required to have ongoing education, and the Board of Directors regularly reviews director compensation to confirm the reasonableness of such compensation.

Procedures for the Recommendation of Director Nominees by Stockholders. The Nominating and Corporate Governance Committee has adopted procedures for the submission of recommendations for director nominees by stockholders. There have been no material changes to these procedures since they were previously disclosed in Northwest Bancshares, Inc.’s proxy statement for the 2021 Annual Meeting of Stockholders. If a determination is made that an additional candidate is needed for the Board of Directors, the Nominating and Corporate Governance Committee will consider candidates submitted by our stockholders. Stockholders can submit the names of qualified candidates for Director by writing to us at 3 Easton Oval, Suite 500, Columbus, Ohio 43219, Attention: Corporate Secretary. The Corporate Secretary must receive a submission not less than 180 days prior to the anniversary date of our proxy materials for the preceding year’s annual meeting, which, for the 2023 Annual Meeting of Stockholders, is no later than September 7, 2022.

The submission must include the following information:

•

a statement that the writer is a stockholder and is proposing a candidate for consideration by the Committee;

•

the name and address of the stockholder as they appear on our books, and number of shares of our common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required);

•

the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);

•

a statement of the candidate’s business and educational experience;

•

such other information regarding the candidate as would be required to be included in the proxy statement pursuant to Securities and Exchange Commission Regulation 14A;

•

a statement detailing any relationship between the candidate and any customer, supplier or competitor of Northwest Bancshares, Inc. or its affiliates;

•

detailed information about any relationship or understanding between the proposing stockholder and the candidate;

•

a statement of the candidate that the candidate is willing to be considered and willing to serve as a director if nominated and elected; and

•

a statement that the candidate is not: (1) under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year; (2) a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust that order is final and not subject to appeal; or (3) a person who has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our Bylaws.

Stockholder Communications with the Board. A stockholder of Northwest Bancshares, Inc. who wants to communicate with the Board of Directors or with any individual director can write to: Board of Directors, Northwest Bancshares, Inc., 3 Easton Oval, Suite 500, Columbus, Ohio 43219, Attention: Corporate Secretary. The letter should indicate that the author is a stockholder of Northwest Bancshares, Inc. and, if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Corporate Secretary will:

•

forward the communication to the director or directors to whom it is addressed; or

•

attempt to handle the inquiry directly, or forward the communication for response by another employee of Northwest Bancshares, Inc. For example, a request for information about us on a stock-related matter may be forwarded to our Shareholder Relations Officer; or

•

not forward the communication if it is primarily commercial in nature or relates to an improper or irrelevant topic.

The Corporate Secretary will prepare a general summary of those communications that were not forwarded and provide a summary of activity to the Board of Directors each quarter.

Attendance at Annual Meetings of Stockholders

Although we do not have a formal written policy regarding director attendance at annual meetings of stockholders, it is expected that directors will attend these meetings in person or virtually absent unavoidable scheduling conflicts. All of our then-current directors attended our prior year’s annual meeting of stockholders.

Policy Regarding Majority Voting

The Board of Directors has adopted a majority voting policy (the “Policy”), which is utilized for the election of any director at any meeting of stockholders for uncontested elections and is not applicable for contested elections. For the purpose of the Policy, an “uncontested election” shall mean an election of directors where the only director nominees are those individuals recommended by the Board of Directors of the Company.

Pursuant to the Policy, any incumbent director nominee in an uncontested election who receives a greater number of votes “WITHHELD” than votes cast “FOR” at the stockholders meeting shall promptly tender his or her proposed resignation following certification of the stockholder vote.

The Nominating and Corporate Governance Committee will promptly consider the resignation and will recommend to the Board of Directors whether to accept the resignation or to take other action, including rejecting the resignation and addressing any apparent underlying causes of the failure of the director to obtain a majority of votes “FOR” such nominee. When considering the resignation and making its recommendation, the Nominating and Corporate Governance Committee will consider all factors deemed relevant by its members including, without limitation, the underlying reasons for the stockholder’s “WITHHELD” votes for the director (to the extent ascertainable), the length of service and qualifications of the director, the director’s contributions to the Company, whether the acceptance or rejection of the resignation will have any adverse affect on the Company’s compliance with any applicable law, rule, regulation or governing document, to determine whether the acceptance of the resignation is in the best interests of the Company and its stockholders.

The Board of Directors will act on the Nominating and Corporate Governance Committee’s recommendation no later than at its first regularly scheduled meeting following certification of the stockholder vote, but in any case, no later than 90 days following the certification of the stockholder vote.

If a majority of the members of the Nominating and Corporate Governance Committee are required to tender a resignation at the same election, then the other independent directors will appoint a special board committee amongst themselves solely for the purpose of considering the resignations and will recommend to the Board whether to accept, reject or take other action as to the resignations.

Code of Ethics

We have adopted a Code of Ethics that is applicable to our directors, officers and employees, including a Code of Ethics for Senior Financial Officers attached thereto. The Code of Ethics is available on our website at www.northwest.com. Amendments to and waivers from the Code of Ethics with respect to directors and executive officers will also be disclosed on our website.

Audit Committee Report

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

•

we have reviewed and discussed with management and the independent registered public accounting firm our audited consolidated financial statements for the year ended December 31, 2021;

•

we have discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board; and

•

we have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and have discussed with the independent registered public accounting firm their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the Securities and Exchange Commission.

This report has been provided by the Audit Committee, which consists of Directors Meegan, who serves as Chairperson, Fannin, Hunter, McKnight and Tullio.

Section 16(a) Beneficial Ownership Reporting Compliance

Our common stock is registered pursuant to Section 12(b) of the Securities and Exchange Act of 1934. The officers and directors of Northwest Bancshares, Inc. and beneficial owners of greater than 10% of our shares of common stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5 with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership. Securities and Exchange Commission rules require disclosure in our Proxy Statement and Annual Report on Form 10-K of the failure of an officer, director or 10% beneficial owner of the shares of common stock to file a Form 3, 4 or 5 on a timely basis. Based on our review of such ownership reports, we believe that no officer, director or 10% beneficial owner of Northwest Bancshares, Inc. failed to file such ownership reports on a timely basis for the year ended December 31, 2021.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee determines the salaries to be paid each year to the Chief Executive Officer and those executive officers who report directly to the Chief Executive Officer. The Compensation Committee currently consists of Directors Hunter, who serves as Chairperson, Campana, Davis, Probst and Tullio. None of these individuals was an officer or employee of Northwest Bancshares, Inc. during the year ended December 31, 2021, or is a former officer of Northwest Bancshares, Inc. Except as described below for Director Campana, none of the members of the Compensation Committee had any relationship requiring disclosure under “—Transactions with Certain Related Persons”.


Name	Position	Nature of transaction	Largest aggregate balance over disclosure period ($)		Interest rate (%)		Principal balance 12/31/21 ($)		Principal paid 01/01/21 to 12/31/21 ($)		Interest paid 01/01/21 to 12/31/21 ($)
Robert M. Campana	Director	Mortgage loan to family member		363,966		3.750		355,943		8,023		13,512

Robert M. Campana	Director	Mortgage loan		250,158		1.750		219,739		30,419		4,135

During the year ended December 31, 2021, (i) no executive officer of Northwest Bancshares, Inc. served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee of Northwest Bancshares, Inc.; (ii) no executive officer of Northwest Bancshares, Inc. served as a director of another entity, one of whose executive officers served on the Compensation Committee of Northwest Bancshares, Inc.; and (iii) no executive officer of Northwest Bancshares, Inc. served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of Northwest Bancshares, Inc.

Compensation Committee Report

The Compensation Committee of our Board of Directors has reviewed and discussed the following section entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in our Proxy Statement.

This report has been provided by the Compensation Committee, which consists of Directors Hunter, who serves as Chairperson, Campana, Davis, Probst and Tullio.

Compensation Discussion and Analysis

Executive Summary. As discussed in greater detail below, our compensation program is specifically designed to provide executives with competitive compensation packages that include elements of both reward and retention. The Compensation Committee routinely reviews our compensation practices to remain market competitive and to ensure that these practices are aligned with our compensation philosophy, regulatory requirements and evolving best practices. Key highlights of our program include:

•

all members of the Compensation Committee are independent, which ensures that all aspects of the compensation decision-making process is free from conflicts of interest;

•

a clawback policy exists for incentive cash bonuses paid and equity incentive awards granted to corporate Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, and “Named Executive Officers” (as defined in “Executive Compensation”) under our Performance Award Plan and equity-based incentive awards—clawback provisions are embedded into incentive and variable compensation plans to mitigate risk-taking behavior;

•

the Compensation Committee has reviewed all incentive cash bonus, equity-based incentive awards and incentive/variable compensation programs with respect to risk-taking behavior, which takes into consideration that the safety and soundness of Northwest Bancshares, Inc. is paramount to all compensation incentives;

•

a meaningful portion of compensation provided to Named Executive Officers is in the form of short- and long-term performance-based pay, which reinforces our pay-for-performance philosophy;

•

an appropriate mix of fixed and variable pay, which provides executives with both reward and retention incentives;

•

robust stock ownership guidelines for directors and Named Executive Officers in line with market practices; and

•

limited perquisites.

Compensation Philosophy. The Compensation Committee has the responsibility for establishing, implementing and monitoring adherence with our overall employee compensation philosophy. The Compensation Committee’s goal is to ensure that the total compensation paid to all employees, including executive officers, is fair, reasonable and competitive. In this regard, the Compensation Committee has adopted a framework for our compensation program that is intended to:

•

provide a total compensation program that is aligned with the interests of our stockholders;

•

attract and retain talent needed to successfully perform in a competitive market;

•

assist in balancing the competing needs of external competitiveness, internal consistency, organizational economics, management flexibility, ease of understanding and simplicity of administration;

•

ensure all employees (including executive officers) receive rewards based on performance and value added to the organization in an environment built on shared leadership; and

•

use long-term equity programs to motivate and reward performance that increases our market value over time, align senior management interests with the organization’s strategic business objectives and provide a retention incentive.

At least four times a year, the Compensation Committee meets to review various aspects of our programs with the assistance of our Chief Human Resources Officer. These reviews are intended to assure:

•

the framework for executive officer compensation supports our business strategy and corporate compensation philosophy;

•

the overall compensation package, including the mix of base salary, annual cash bonuses, equity awards, incentive/variable compensation programs and benefits is competitive; and

•

the overall program is aligned with stockholders’ interests.

Senior management compensation is validated with competitive peer group information to determine base salary, annual cash bonus opportunities and long-term incentive award levels. Cash compensation levels for all positions are established with a goal that the total cash compensation paid for a position will be approximately between 15% below to 15% above the market median for fully qualified and experienced employees. Market cash compensation is developed using national and/or regional financial industry data for executives and other management employees, and national, as well as regional and/or local pay practices for other employees. Based on the work location, a salary differential may be used if dictated by the local market. Similarly, annual equity award opportunities are established based on review of national and/or regional financial industry data for executives and other management employees, as well as consideration of incumbent performance. The Compensation Committee intends to provide compensation programs that effectively balance short-term and long-term opportunities, as well as an effective balance of cash and equity compensation.

Compensation Consultant. During 2021, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent executive compensation consulting firm, to provide comprehensive consulting services to the Compensation Committee, including to:

•

provide information regarding base salary ranges and recommendations for the Executive Vice Presidents;

•

assist in the development of compensation guidelines used during the executive hiring process;

•

review the Compensation Discussion and Analysis section of the proxy statement;

•

assist in developing goals for the short- and long-term incentive plans;

•

update the Compensation Committee about regulatory matters and trends;

•

assist with the development of 2021 executive compensation decisions; and

•

attend Compensation Committee meetings.

Pearl Meyer reports directly to the Compensation Committee and does not provide any other services to the Company. The Compensation Committee analyzed whether the work of Pearl Meyer raised any conflicts of interest, taking into consideration the following factors, among others: (i) the provision of other services to the Company by Pearl Meyer; (ii) the amount of fees the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenues; (iii) Pearl Meyer’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Pearl Meyer or the individual compensation advisors employed by Pearl Meyer with any executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. The Compensation Committee determined, based on its analysis of the above factors, among others, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Company have not created any conflicts of interest.

Compensation Program. Compensation paid to our executive officers for 2021 consisted of market-based salary and performance-based annual cash bonuses, stock option awards and restricted stock awards. An annual cash bonus may be paid to eligible management personnel and is directly related to our performance, with consideration given to our net charge-offs, total delinquency, return on average equity, return on average assets, growth in earnings per share, efficiency ratio and deposit growth as well as the performance of the individual employee. In addition, with the Compensation Committee’s approval, substantially all employees, including executive officers, can receive a discretionary holiday bonus ranging from 2% of base compensation for employees with at least three months of service to 5% of base compensation for those with five or more years of service. Additionally, stock benefit awards are granted to motivate and reward individual performance that increases the long-term value of our franchise and provide a retention incentive for key employees. Executive officers participate in the same employee benefits programs generally available to all employees. In addition, Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio participate in a supplemental retirement plan and Mr. Harvey participates in a senior management life insurance plan.

Please refer to the “Summary Compensation Table” for compensation information regarding these benefits for 2021. These benefits are aligned with our objective to attract and retain highly qualified management talent and are considered by the Compensation Committee to be reasonable when compared to industry averages.

Market Comparisons. In evaluating Named Executive Officer compensation, we utilize market information which is supported by benchmark data from our peer group, as well as Pearl Meyer and McLagan, an Aon Hewitt company (“McLagan”), both nationally recognized compensation consulting firms. We establish compensation targets for substantially all of our employees so that their total cash compensation opportunity would be approximately between 15% below to 15% above the market median for fully qualified and experienced employees. For the year ended December 31, 2021, we utilized financial services survey data from McLagan in reviewing compensation for substantially all employees, including executive officers.

McLagan was utilized by Northwest Bancshares, Inc. based on their comprehensive set of reports within the financial services industry. McLagan provides complete compensation coverage for each job position in the financial services industry by extensive analysis of salaries, incentive eligible positions, incentive amounts with regard to base salaries, and total cash compensation. In addition, analysis by company size and geographic location is performed and categorized by jobs based on levels of responsibility and experience.

The McLagan survey data is based on the following group of companies primarily in the financial services industry. We do not select the companies used by McLagan. Instead, these are the companies that respond to McLagan as part of their survey.


Alliant Credit Union	First Citizens Bank	PacWest Bancorp
American AgCredit	First Commonwealth Bank	Pentagon Federal Credit Union
Ameris Bank	First Financial Bancorp	People’s United Financial, Inc.
Apple Financial Holdings	First Hawaiian Bank	Pinnacle Financial Partners
Arvest Bank	First Horizon Bancorp	PlainsCapital Bank
Associated Bank	First Interstate BancSystem, Inc.	Popular Community Bank
Atlantic Union Bank	First Merchants Bank	PrimeLending
Bank of Hawaii	First Midwest Bank	Renasant Corporation
Bank of the West	First National Bank of Omaha	Sandy Spring Bank
Bank OZK	First Technology Credit Union	SchoolsFirst Federal Credit Union
Banner Bank	First United Bank	ServisFirst Bank
BECU	Frost Bank	Signature Bank
Bethpage Federal Credit Union	Fulton Financial Corporation	Simmons First National Corporation
BOK Financial Corporation	Glacier Bank	South State Bank
Bremer Financial Corporation	Golden 1 Credit Union	Sterling National Bank
Cadence Bancorporation	Great Western Bank	Suncoast Credit Union
Cathay General Bancorp	Hancock Whitney Bank	Synovus Financial Corporation
CIT Group	HTLF	Texas Capital Bank
City National Bank	Independent Bank	TIAA
City National Bank of Florida	Investors Bancorp, Inc.	TowneBank
Comerica	Mechanics Bank	UMB Financial Corporation
Commerce Bank	MidFirst Bank	Umpqua Bank
Community Bank System, Inc.	Mountain America Federal Credit Union	United Bankshares, Inc.
Compeer Financial	Navient	United Community Banks
Eagle Bancorp Inc.	NBT Bancorp, Inc.	Valley National Bancorp
Eastern Bank	New York Community Bank	Vystar Credit Union
Farm Credit Mid-America	Northwest Farm Credit Services	Webster Bank
Farm Credit Services of America	OceanFirst Bank	Western Alliance Bancorporation
FB Financial Corporation	OneMain Financial	Wintrust Financial Corporation
First BanCorp	Pacific Premier Bank	Zions Bancorporation

On an annual basis, with assistance from Pearl Meyer, the company conducts a benchmarking and peer group exercise with the Compensation Committee. In September 2021, Pearl Meyer presented a review of the Company’s peer group using publicly traded U.S. banks with assets at June 30, 2021 ranging from approximately 50% to 200% of the Company’s asset size. The Compensation Committee considered the “compatibility” and “comparability” of each company when selecting the 2021 peer group. The Compensation Committee reviewed, among other things, each peer company’s asset size, earnings, geographical location, organizational structure and governance, number of employees, number of branch offices and service offerings.

Following selection and approval by the Compensation Committee of the peer group, the Company was positioned near the median of the group in terms of asset size. The table below details the established peer group:


Atlantic Union Bankshares Corporation	First Financial Bancorp.	S&T Bancorp, Inc.
Capitol Federal Financial, Inc.	First Merchants Corporation	TFS Financial Corporation
Community Bank System, Inc.	First Midwest Bancorp, Inc.	TowneBank
Customers Bancorp, Inc.	Heartland Financial USA, Inc.	TriState Capital Holdings, Inc.
Enterprise Financial Services Corp	Merchants Bancorp	WesBanco, Inc.
First Busey Corporation	NBT Bancorp Inc.	WSFS Financial Corporation
First Commonwealth Financial Corporation	Park National Corporation

Base Salary. Substantially all employees receive base salaries determined by the responsibilities, skills, performance, growth and relative experience related to their respective positions. Another factor considered in base salary determination is our competitiveness of total compensation within our markets. It is our goal for fully qualified and experienced employees’ total cash compensation to reach the market median for their position. Typically base salaries range between 80% and 120% of the established midpoint (market median) of a salary range. Employees are eligible for consideration of increases to their base salary as a result of

individual performance and salary adjustments for significant changes in their duties and responsibilities. Base salaries are adjusted using a merit increase pool and a performance evaluation process that consists of general rating factors. Merit increases are based on the employee’s overall performance rating, the time interval and any added responsibilities since the last salary increase. The Compensation Committee of the Board of Directors reviews and approves any salary increase for executive officers.

The market median for our Named Executive Officers’ base salaries for the year ended December 31, 2021, and their actual base salaries, were as follows:


Executive Officer	Market median		Actual base salary
Ronald J. Seiffert	$	814,000		811,640
William W. Harvey, Jr.		434,000		488,220
John J. Golding		377,000		360,500
Mark T. Reitzes		390,000		360,500
Louis J. Torchio		327,000		385,000

Increases in base salaries for our Named Executive Officers were based upon their position receiving the following performance ratings, which were the latest ratings available at the time base salaries were determined as of April 1, 2021: Mr. Seiffert – consistently exceeded; Mr. Harvey – consistently exceeded; Mr. Golding – consistently exceeded; Mr. Reitzes – consistently exceeded; and Mr. Torchio – consistently exceeded.

Annual Cash Incentive. We provide performance-based cash incentive awards to eligible personnel, including executive officers, under the Annual Performance Award Plan. Cash incentives are used to motivate and reward achievement of corporate and individual performance objectives, while allowing for control of discretionary compensation expenses. Funding for the Annual Performance Award Plan is based on an assessment of our actual performance relative to the Compensation Committee’s pre-established financial performance levels based on a combination of financial factors. For the year ended December 31, 2021, the Annual Performance Award Plan required that two gate metrics be satisfied in order for the cash incentive payout to be considered. These gate metrics included a threshold of net charge-offs of 0.50% or less and total delinquency of 3.00% or less. Once these gate metrics have been met, the financial factors considered to determine the payout level for the year ended December 31, 2021 were: return on average assets, return on average equity, earnings per share growth, efficiency ratio, deposit growth and strategic/individual performance. After the conclusion of the fiscal year, the Chief Executive Officer may suggest that the Compensation Committee consider additional adjustments to discretionary cash incentive awards that fall in line with the long-term advancement of our strategic initiatives.

The Annual Performance Award Plan sets forth three levels of corporate performance targets, with the lowest level (Threshold) resulting in cash incentive payments to the Named Executive Officers in amounts ranging from no bonus to 35% of base salary, the target level (Target) resulting in cash incentive payments of up to 70% of base salary and the highest level (Maximum) resulting in cash incentive payments up to 105% of base salary based on role. The performance targets which could result in maximum cash incentive payments of 35%, 70% and 105% of base salary, respectively, are as follows:


	Bonus level under Annual Performance Award Plan
Performance measure	Weighting	Threshold	Target	Maximum
Return on Average Assets	15%	1.10% to 1.14%	1.15% to 1.19%	1.20% or greater
Return on Average Equity	15%	8.00% to 8.99%	9.00% to 9.99%	10.00% or greater
Earnings Per Share Growth	15%	6.00% to 7.99%	8.00% to 9.99%	10.00% or greater
Efficiency Ratio	15%	64.00% to 62.01%	62.00% to 60.01%	60.00% or less
Deposit Growth	20%	2.00% to 2.99%	3.00% to 3.99%	4.00% or greater
Strategic/Individual Performance	20%	3	4	5

The target level for bonuses for our Named Executive Officers for the year ended December 31, 2021 (Target in the table above), and their actual bonuses, based upon their most recent performance ratings for the year ended December 31, 2021, were as follows:


	Target bonus					Actual bonus
Executive Officer	Percent			Dollar		Percent			Dollar
Ronald J. Seiffert		70	%	$	568,148		58	%	$	470,800
William W. Harvey, Jr.		50	%		244,110		41	%		200,200
John J. Golding		40	%		144,200		33	%		119,000
Mark T. Reitzes		40	%		144,200		30	%		108,200
Louis J. Torchio		40	%		154,000		33	%		127,000

The Compensation Committee has discretion under the Annual Performance Award Plan to make adjustments to the overall performance level achieved to include or exclude the effect of extraordinary, unusual or non-recurring items, changes in tax or accounting rules or the effect of mergers or acquisitions. For the year ended December 31, 2021, the Compensation Committee considered the very successful second round of Paycheck Protection Program originations, the sale of our insurance services business, the digital strategy rollout, active share repurchase program, branch optimization, and expense control for the last five rolling quarters.

For 2021, operating results were as follows:


Performance measure	Actual result			Level		Adjusted result			Level
Return on Average Assets		1.08	%		—		0.96	%		—
Return on Average Equity		9.91	%		Target		8.84	%		Threshold
Earnings Per Share Growth		96.77	%		Maximum		(0.92	)%		—
Efficiency Ratio *		66.02	%		—		66.02	%		—
Deposit Growth (excluding acquisitions)		6.05	%		Maximum		6.05	%		Maximum

*	Excludes gain on sale of insurance business, amortization of intangible assets and merger, asset disposition and restructuring expenses (non-GAAP).

Based on the performance measurements reviewed, along with the considerations mentioned above, the Compensation Committee determined, on a discretionary basis, that the management bonus should be paid at a level between the Threshold and Target levels for all Named Executive Officers.

As a condition to receiving an annual performance-based cash incentive award, our Named Executive Officers agree that any award is subject to recovery by us if the executive’s actions during that fiscal year that resulted in payment of the award are deemed by the Board of Directors to be illegal, unsafe or unsound or resulted in an elevated risk profile beyond the tolerances established by the Board of Directors.

Long-Term Stock-Based Compensation. The purpose of our 2018 Equity Incentive Plan is to advance the interests of Northwest Bancshares, Inc. and its stockholders by providing management and outside directors, upon whose judgment, initiative and efforts the success of our business largely depends, with an additional incentive to perform in a superior manner.

The 2018 Equity Incentive Plan, in addition to prior stock benefit plans, was approved by stockholders. The intention of the Compensation Committee with respect to the 2018 Equity Incentive Plan is to distribute a total of up to 3,500,000 stock options and up to 1,500,000 shares of restricted stock to key employees and directors, with all grants based upon the level of responsibility and performance levels of those eligible. The Compensation Committee determines which executives will receive stock awards as well as type, size and restrictions on the awards.

In 2021, 693,972 stock options and 334,207 shares of restricted stock were granted under the 2018 plan. These awards vest over five years, with the first vesting on the day of the grant. Under the 2018 plan, 683,782 stock options and 187,672 shares of restricted stock remain available for grant. However, upon stockholder approval of the 2022 Equity Incentive Plan these remaining shares available for grant will be cancelled.

Grants of stock awards to an individual are based primarily on the individual’s level of responsibility and their performance. Individual performance is evaluated using certain general elements applicable to all employees, including problem solving, communication, leadership and teamwork, as well as job specific elements. Job specific elements for measuring the individual performance of our Named Executive Officers include the individual’s contributions to our operations and performance in the following areas: Mr. Seiffert – strategic, operational and profitability considerations; Mr. Harvey – strategic, financial records/reporting, administrative, facilities and profitability considerations; Mr. Golding – strategic, consumer and business banking, administrative and profitability considerations; Mr. Reitzes – strategic, commercial lending, treasury management, administrative and profitability considerations; and Mr. Torchio – strategic, retail lending, administrative and profitability considerations. These performance measures are not quantitative or otherwise measurable targets. Rather, stock award grants are based on the Named Executive Officer’s overall performance, which factors in how the officer performed in their areas of responsibility. The same rating system that is used for base salary increases is used to determine grants of stock awards. For the year ended December 31, 2021, each Named Executive Officer was granted awards under our 2018 Equity Incentive Plan based upon their “consistently exceeded” individual performance ratings, which were the latest ratings available at the time of grant in May of 2021.

During the year ended December 31, 2021, under the 2018 Equity Incentive Plan, the Compensation Committee granted stock options and shares of restricted stock to employees, with different amounts given for different levels of responsibility within our organization and different performance ratings, based upon the employee’s most recent performance review. However, the amounts of stock options and shares of restricted stock that could be received were not determined prior to the beginning of the applicable performance evaluation period. Mr. Seiffert was awarded 24,000 stock options and 13,250 restricted shares as a result of a “consistently exceeded” performance rating. Similarly, Mr. Harvey, Mr. Golding, Mr. Reitzes and Mr. Torchio were each awarded 15,470 stock options and 7,250 restricted shares as a result of “consistently exceeded” performance ratings.

As a condition to receiving an annual performance-based equity incentive award, our Named Executive Officers agree that any award is subject to recovery by us if the executive’s actions during that fiscal year that resulted in payment of the award are deemed by the Board of Directors to be illegal, unsafe or unsound or resulted in an elevated risk profile beyond the tolerances established by the Board of Directors.

The Board of Directors has adopted stock ownership guidelines for our Named Executive Officers and Board of Directors. Under these guidelines, the Chief Executive Officer must maintain a minimum beneficial ownership level worth three times his annual base salary in Northwest Bancshares, Inc. common stock and each of the other Named Executive Officers must maintain a beneficial ownership level of one times their annual base salary. In addition, each Director must maintain a minimum level of five times his or her annual board cash retainer. The applicable ownership levels must be achieved within five years after a Named Executive Officer or Director first becomes subject to these guidelines.

Assuming shareholder approval of the 2022 Equity Incentive Plan, for which we are seeking approval of this annual meeting, the Compensation Committee intends to grant long-term incentive compensation that will be balanced between retention and forward-looking performance incentives. The Committee intends to grant awards to senior executives that use a combination of restricted stock units and performance share units. The Compensation Committee believes that this combination coupled with meaningful stock ownership requirements will ensure that executives are focused on shareholder value and the long-term success of the Company. Going forward, grants are anticipated to consist of two components, weighted as follows:

•

50% of an executive’s target long-term incentive value will be awarded as restricted stock units vesting in one-third increments on each of the first, second and third anniversaries of the date of the grant; and

•

50% of the executive’s target long-term incentive value will be awarded as performance share units which will have a three year cliff vesting schedule.

The number of shares and units will be calculated using the per share closing price of the Company’s common stock on the grant date approved by the Board. Executives may earn the performance share unit portion of their awards by achieving certain metrics as established by the Compensation Committee over a three-year performance period.

In addition, in the case of performance share units, each award is subject to clawback by the Company as may be required by applicable law, SEC or NASDAQ rule or regulation or the Company’s clawback policy.

Employment Agreements. We have entered into employment agreements with Named Executive Officers Seiffert, Harvey, Golding, Reitzes and Torchio. These agreements are designed to give us the ability to retain the services of the designated executives while reducing, to the extent possible, unnecessary disruptions to our operations. The employment agreements are for a two-year period. Renewable agreements are reviewed for renewal annually by the Compensation Committee and provide for salary and bonus payments as well as additional post-employment benefits, primarily medical and dental benefits, under certain conditions, as discussed in the agreements. The agreements were negotiated directly with and recommended for approval by, the Compensation Committee. The Compensation Committee believes such agreements are common and necessary to retain executive talent. For a discussion of these agreements and the payments that would be received by the Named Executive Officers under certain scenarios with respect to these agreements, see “Employment Agreements” and “Potential Payments to Named Executive Officers”.

Retirement Plans. Substantially all of our employees, hired prior to August 1, 2020, including our Named Executive Officers are eligible to participate in our tax-qualified defined benefit plan, which is intended to provide a monthly retirement benefit. See “Defined Benefit Plan”. We have also adopted a non-qualified supplemental executive retirement plan for the benefit of certain individuals whose benefits under the defined benefit plan are limited by restrictions contained in the Internal Revenue Code. See “—Supplemental Executive Retirement Plan”. All of our employees who have attained age 21 are also eligible to make elective deferrals to our 401(k) plan. However, one year of service in which an employee performs a 1,000 hours of service must be met before becoming eligible for the company match. We provide matching contributions equal to 100% of an eligible employee’s elective deferrals up to 4% of the employee’s eligible, biweekly compensation.

Tax and Accounting Implications. In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and on an annual basis to ensure that we understand the financial impact of the program. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences. To preserve maximum flexibility in the design and implementation of our compensation program, we have not adopted a formal policy that requires all compensation to be tax deductible. However, to the greatest extent possible, it is our intent to structure our compensation programs in a tax efficient manner.

Review of Risk Related to Compensation Policies and Procedures. The Compensation Committee of the Board of Directors is responsible for the oversight of employee compensation policies and procedures, including the determination of whether any material risk is imposed on Northwest Bancshares, Inc. from the annual cash incentive plan, long-term stock-based compensation plan and/or employment or change in control agreements. After reviewing the compensation policies and procedures, including the determination of whether any incentive/variable compensation programs encourage excessive risk taking by employees, the Compensation Committee has concluded such plans do not pose material risk to Northwest Bancshares, Inc.

Say-on-Pay. In accordance with the rules of the Securities and Exchange Commission, at our 2021 Annual Meeting of Stockholders, we received the following votes with respect to the compensation of our Named Executive Officers: (i) an advisory, non-binding vote to approve the compensation of our Named Executive Officers as described in the proxy statement (commonly referred to as a “Say-on-Pay Vote”), which vote received over 80% of the votes cast in favor of the proposal; and (ii), an advisory, non-binding vote on the frequency of the Say-on-Pay Vote in the future (the “Frequency Vote”). At our 2017 Annual Meeting of Stockholders, our stockholders recommended that we hold a Say-on-Pay Vote on an annual basis. Our Compensation Committee considered the recommendation of the stockholders at our previous Annual Meeting of Stockholders in reviewing executive compensation and in determining the frequency of future Say-on-Pay Votes, and has determined to include the Say-on-Pay Vote in our proxy materials for each annual meeting of stockholders until the next Frequency Vote, which will occur no later than our 2023 Annual Meeting of Stockholders.

No Pledging or Hedging Company Securities. We have adopted a policy that prohibits our insiders from (1) pledging Northwest Bancshares, Inc. stock as collateral against a loan or line of credit or holding Northwest Bancshares, Inc. stock in a margin account; and (2) conducting any hedging activities (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) designed to offset any decrease in the market value with respect to Northwest Bancshares, Inc. stock.

CEO Pay Ratio. As mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission adopted a rule requiring annual disclosure of the annual total compensation for both the chief executive officer (the “CEO”) and the median employee along with the ratio of the CEO’s annual total compensation to the median employee’s annual total compensation.

We identified the median employee by: (i) obtaining a listing of all employees including active full-time, part-time, seasonal, and temporary employees excluding our CEO, Ronald J. Seiffert, as of December 31, 2020, and (ii) ranking the employees by all taxable earnings as of December 31, 2020. As there were no significant changes in our employee population and median employee pay during 2021, we elected to utilize the same median employee identified at December 31, 2020 but updated the median employee’s compensation as of December 31, 2021.

Total compensation for this median employee was determined in the same manner as the “Total Compensation” shown for our CEO in the Summary Compensation Table. There were no cost-of-living adjustments, full-time equivalent adjustments, or annualization in the calculation of these amounts.

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


Annual Total Compensation of Median Employee	$	41,624
Annual Total Compensation of Mr. Seiffert, CEO		1,688,530
Ratio of CEO to Median Employee Compensation		41:1

Executive Compensation

The following table sets forth, for the three years ended December 31, 2021, certain information as to the total remuneration we paid to Mr. Seiffert, who serves as our Chairman of the Board, President and Chief Executive Officer, Mr. Harvey, who serves as our Senior Executive Vice President and Chief Financial Officer, and our three other most highly compensated executive officers (our “Named Executive Officers”) at December 31, 2021.


Summary compensation table
Name and principal position	Year		Salary ($)		Bonus ($)		Stock awards ($)(1)		Option awards ($)(2)		Change in pension value and nonqualified deferred compensation earnings ($)(3)		All other compensation ($)(4)		Total ($)
Ronald J. Seiffert Chairman of the Board, President and Chief Executive Officer		2021		805,275		511,064		181,260		15,360		137,564		38,007		1,688,530
		2020		775,077		486,467		109,238		3,120		145,802		38,592		1,558,296
		2019		726,942		169,173		194,288		27,360		115,717		48,984		1,282,464

William W. Harvey, Jr. Senior Executive Vice President, Chief Financial Officer		2021		484,392		224,420		99,180		9,901		4,877		42,102		864,872
		2020		468,408		219,274		70,398		2,011		281,513		39,329		1,080,933
		2019		441,855		114,093		125,208		17,636		350,972		39,698		1,089,462

John J. Golding Senior Executive Vice President, Consumer and Business Banking		2021		357,673		136,884		99,180		9,901		43,065		27,918		674,621
		2020		336,538		132,327		70,398		2,011		61,423		25,625		628,322
		2019		296,216		71,138		101,030		14,227		47,234		24,376		554,221

Mark T. Reitzes Senior Executive Vice President, Commercial Banking		2021		357,673		118,930		99,180		9,901		52,081		21,282		659,047
		2020		339,231		122,285		35,199		1,006		50,588		8,130		556,439
		2019		119,231		43,385		—		—		—		—		162,616

Louis J. Torchio Senior Executive Vice President, Retail Lending		2021		375,577		142,023		99,180		9,901		49,605		46,278		722,564
		2020		336,538		167,596		70,398		2,011		54,754		23,126		654,423
		2019		295,192		65,904		101,030		14,227		41,478		21,737		539,568

(footnotes on following page)

(footnotes from previous page)

(1)

Reflects the aggregate grant date fair value of restricted stock awards granted during the applicable year. The assumptions used in the valuation of these awards are included in Notes 1(q) and 15(c) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission.

(2)

Reflects the aggregate grant date fair value of option awards granted during the applicable year. The value is the amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in the valuation of these awards are included in Notes 1(q) and 15(d) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission.

(3)

The change in pension value includes both the value of the benefit earned by the executive during the year as well as the financial impact of discount rate changes on the prior service benefits earned under the plan. When discount rates decline there is an increase in the value of the prior service benefits and when discount rates increase there is a decrease in the value of the prior service benefits. For the year ended December 31, 2021, the discount rate used to value plan benefits increased from 2.39% to 2.75% which resulted in a decrease in the value of the prior service benefits. The financial impact resulting from the increase in discount rate for Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio were decreases of $18,401, $105,425, $12,482, $5,337 and $12,972, respectively. For the year ended December 31, 2020, the discount rate used to value plan benefits decreased from 3.14% to 2.39%, which resulted in an increase in the value of the prior service benefits and for the year ended December 31, 2019, the discount rate decreased from 4.15% to 3.14%.

(4)	The compensation represented by the amounts for 2021 set forth in the All Other Compensation column for the Named Executive Officers is detailed in the table below.


Name	Company contributions to qualified defined contribution plan ($)(a)		Company- paid life insurance premiums ($)(b)		Unvested restricted stock dividends ($)(c)		Social clubs ($)		Total all other compensation ($)
Ronald J. Seiffert		11,600		5,148		21,259		—		38,007
William W. Harvey, Jr.		11,600		4,357		23,395		2,750		42,102
John J. Golding		11,600		3,354		12,964		—		27,918
Mark T. Reitzes		11,600		5,148		4,534		—		21,282
Louis J. Torchio		11,600		3,354		10,871		20,453		46,278

(a)	Reflects contributions to our tax qualified plan. Northwest Bank makes matching contributions equal to 100% of the employee’s 401(k) contributions, up to 4% of the employee’s eligible compensation limited by IRS restrictions.

(b)	Reflects excess premiums and/or payments for life insurance reported as taxable compensation on the Named Executive Officer’s Form W-2.

(c)	Reflects dividends on shares of unvested restricted common stock, which are reported as taxable compensation on the Named Executive Officer’s Form W-2.

Amounts included in the “Stock awards” column for the years ended December 31, 2021, 2020 and 2019 represent grants under our 2018 Equity Incentive Plan. Amounts related to stock awards and option awards are reported in the table above pursuant to applicable Securities and Exchange Commission regulations that require that we report the full grant-date fair value of grants in the year in which such grants are made. Because grants vest (are earned) at a rate between 10% and 20% per year depending on the year of grant, the amounts actually vested and recognized as income on Form W-2 for stock awards granted during the applicable year for Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio were $36,252, $19,836, $19,836, $19,836 and $19,836, respectively, for the year ended December 31, 2021, $16,390, $10,564, $10,564, $5,311 and $10,564, respectively, for the year ended December 31, 2020 and $27,770, $17,961, $14,507, $0 and $14,507, respectively, for the year ended December 31, 2019. Amounts included in the “Option awards” column represent grants under our stock option plans. Stock option grants are not treated as taxable income in the year of grant, so for the years ended December 31, 2021, 2020 and 2019, the economic value of compensation related to the award of stock options as reported to the Internal Revenue Service on Form W-2 for income tax purposes was $0.

Amounts listed above in the “Salary” column are paid pursuant to employment agreements with the Named Executive Officers. See “Employment Agreements”. A portion of the amounts listed in the “Bonus” column reflect a discretionary holiday bonus approved by the Compensation Committee and distributed to substantially all employees. Distribution ranges vary from 0% to 5% of base pay dependent upon tenure with us. Due to their years of service, Messrs. Seiffert, Harvey and Golding received a bonus equal to 5% of base pay, Mr. Torchio received 4% of base pay and Mr. Reitzes received a bonus equal to 3% of base pay for the year ended December 31, 2021. Amounts listed in the “Bonus” column also reflect discretionary bonuses paid by the Compensation Committee under the Annual Performance Award Plan. See “Compensation Discussion and Analysis—Annual Cash Incentive”. Amounts listed in the “Change in pension value and nonqualified deferred compensation earnings” column reflect the aggregate year-to-year change in the actuarial present value of the Named Executive Officer’s accrued pension benefit under all qualified and non-qualified defined benefit plans based on the assumptions used for FASB ASC 715 at each measurement date. As such, the change reflects changes in value due to an increase or decrease in the FASB ASC 715 discount rate, changes in the mortality table, and changes due to the accrual of plan benefits.

There were no nonqualified deferred compensation earnings required to be reported because no employee deferred compensation plans existed during the year ended December 31, 2021.

Plan-Based Awards. The following table sets forth for the year ended December 31, 2021 certain information as to grants of plan-based awards for the Named Executive Officers.


Grants of plan-based awards for the year ended December 31, 2021
			Estimated future payouts under equity-incentive plan awards						All other stock awards: number of shares or units (#)			All other option awards: number of securities underlying options (#)		Exercise or base price of option awards ($/Sh)		Grant date fair value of stock and option awards ($)
Name	Grant date		Threshold (#)		Target (#)		Maximum (#)
Ronald J. Seiffert		May 25, 2021		14,400		20,400		24,000		—			24,000		13.68		15,360
Ronald J. Seiffert		May 25, 2021		6,750		9,560		11,250		13,250	(1)		—		—		181,260

William W. Harvey, Jr.		May 25, 2021		9,280		13,150		15,470		—			15,470		13.68		9,901
William W. Harvey, Jr.		May 25, 2021		4,350		6,160		7,250		7,250			—		—		99,180

John J. Golding		May 25, 2021		9,280		13,150		15,470		—			15,470		13.68		9,901
John J. Golding		May 25, 2021		4,350		6,160		7,250		7,250			—		—		99,180

Mark T. Reitzes		May 25, 2021		9,280		13,150		15,470		—			15,470		13.68		9,901
Mark T. Reitzes		May 25, 2021		4,350		6,160		7,250		7,250			—		—		99,180

Louis J. Torchio		May 25, 2021		9,280		13,150		15,470		—			15,470		13.68		9,901
Louis J. Torchio		May 25, 2021		4,350		6,160		7,250		7,250			—		—		99,180

(1)	The Compensation Committee granted Mr. Seiffert, on a discretionary basis, an additional 2,000 shares above the established maximum.

During the year ended December 31, 2021, stock options and shares of restricted stock were awarded under our 2018 Equity Incentive Plan. Stock options and shares of restricted stock that are subject to time-based vesting are listed in the columns entitled “All other option awards; number of securities and underlying options” and “All other stock awards; number of shares or units”. Awards listed under “Estimated future payouts under equity incentive plan awards” represent the amount of stock options (the first line for each Named Executive Officer) and shares of restricted stock (the second line for each Named Executive Officer) that can be earned as described in “Compensation Discussion and Analysis—Long-Term Stock-Based Compensation”. Each award vests over five years beginning with the date of grant. Vesting is accelerated in the event of involuntary termination following a change in control of Northwest Bank or Northwest Bancshares, Inc. and in the event of the recipient’s death, disability or normal retirement (generally, the attainment of age 65). For a further discussion of grants made for the year ended December 31, 2021, see “Compensation Discussion and Analysis—Long-Term Stock-Based Compensation”.

Outstanding Equity Awards at Year End. The following table sets forth information with respect to outstanding equity awards as of December 31, 2021 for the Named Executive Officers.


Outstanding equity awards at December 31, 2021
	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 ($)
Ronald J. Seiffert		13,716		10,284	(6)		—		16.59		5/14/2028		29,724		420,892		—		—
		10,288		19,306	(7)		—		17.27		5/22/2029
		7,200		31,200	(8)		—		9.71		5/20/2030
		4,800		28,800	(9)		—		13.68		5/25/2031

William W. Harvey, Jr.		—		1,440	(1)		—		12.44		5/15/2023		28,845		408,445		—		—
		—		2,880	(2)		—		13.15		5/21/2024
		10,829		4,641	(3)		—		12.37		5/20/2025
		9,282		6,188	(4)		—		14.15		5/18/2026
		7,735		7,735	(5)		—		15.57		5/17/2027
		8,840		6,630	(6)		—		16.59		5/14/2028
		6,634		8,836	(7)		—		17.27		5/22/2029
		4,645		10,825	(8)		—		9.71		5/20/2030
		3,094		12,376	(9)		—		13.68		5/25/2031

John J. Golding		2,305		2,305	(5)		—		15.57		5/17/2027		17,805		252,119		—		—
		7,134		5,346	(6)		—		16.59		5/14/2028
		5,352		7,128	(7)		—		17.27		5/22/2029
		4,645		10,825	(8)		—		9.71		5/20/2030
		3,094		12,376	(9)		—		13.68		5/25/2031

Mark T. Reitzes		2,325		5,410	(8)		—		9.71		5/20/2030		8,335		118,024		—		—
		3,094		12,376	(9)		—		13.68		5/25/2031

Louis J. Torchio		3,567		2,673	(6)		—		16.59		5/14/2028		15,469		219,041		—		—
		5,352		7,128	(7)		—		17.27		5/22/2029
		4,645		10,825	(8)		—		9.71		5/20/2030
		3,094		12,376	(9)		—		13.68		5/25/2031

(1)	Remaining unexercisable options will vest equally on May 15, 2022.

(2)	Remaining unexercisable options will vest equally on May 21, 2022 and 2023.

(3)	Remaining unexercisable options will vest equally on May 20, 2022, 2023 and 2024.

(4)	Remaining unexercisable options will vest equally on May 18, 2022, 2023, 2024 and 2025.

(5)	Remaining unexercisable options will vest equally on May 17, 2022, 2023, 2024, 2025 and 2026.

(6)	Remaining unexercisable options will vest equally on May 14, 2022, 2023 and 2024.

(7)	Remaining unexercisable options will vest equally on May 22, 2022, 2023, 2024 and 2025.

(8)	Remaining unexercisable options will vest equally on May 20, 2022, 2023, 2024, 2025 and 2026.

(9)	Remaining unexercisable options will vest equally on May 25, 2022, 2023, 2024 and 2025.

Option Exercises and Stock Vested. The following table sets forth information with respect to option exercises and stock that vested during the year ended December 31, 2021 for the Named Executive Officers.


Option exercises and stock vested for the year ended December 31, 2021
	Option awards				Stock awards
Name	Number of shares acquired on exercise (#)		Value realized on exercise ($)		Number of shares acquired on vesting (#)		Value realized on vesting ($)
Ronald J. Seiffert		—		—		7,551		106,021
William W. Harvey, Jr.		58,880		95,688		8,807		124,718
John J. Golding		—		—		4,424		62,204
Mark T. Reitzes		—		—		1,993		27,536
Louis J. Torchio		—		—		3,790		53,142

Pension Benefits. The following table sets forth information with respect to pension benefits at and for the year ended December 31, 2021 for the Named Executive Officers. See “—Defined Benefit Plan” and “—Supplemental Executive Retirement Plan” for a discussion of the plans referenced in this table.


Pension benefits at and for the year ended December 31, 2021
Name	Plan name	Number of years credited service (#)		Present value of accumulated benefit ($)		Payments during last fiscal year ($)
Ronald J. Seiffert	Northwest Bank Pension Plan		4		184,002		—
	Northwest Savings Bank Non-Qualified Supplemental Retirement Plan		4		281,791		—

William W. Harvey, Jr.	Northwest Bank Pension Plan		26		1,264,374		—
	Northwest Savings Bank Non-Qualified Supplemental Retirement Plan		26		143,920		—

John J. Golding	Northwest Bank Pension Plan		5		175,299		—
	Northwest Savings Bank Non-Qualified Supplemental Retirement Plan		5		15,896		—

Mark T. Reitzes	Northwest Bank Pension Plan		3		84,710		—
	Northwest Savings Bank Non-Qualified Supplemental Retirement Plan		3		17,953		—

Louis J. Torchio	Northwest Bank Pension Plan		4		151,454		—
	Northwest Savings Bank Non-Qualified Supplemental Retirement Plan		4		21,283		—

Defined Benefit Plan

Northwest Bank maintains the Northwest Bank Pension Plan (Retirement Plan), covering substantially all employees who started prior to August 1, 2020 and who satisfy the eligibility requirements of age 21 and the completion of one year of service. The plan is noncontributory and funded by the employer. Northwest Bank annually contributes an amount necessary to at least satisfy the actuarially determined minimum funding requirements under Section 430 of the Internal Revenue Code in accordance with the Employee Retirement and Income Security Act of 1974, as amended (“ERISA”). For the plan year ended December 31, 2021, there was not a required contribution but the Bank elected to contribute $4.0 million to maintain a well-funded position.

The benefits under the plan are payable on the participants normal retirement date which is age 65 and the completion of five years of service. Benefits are computed using the plan formula, eligible base pay and years of credited service. Upon retirement, benefits are payable as a lifetime annuity and the participant has the option to select from several choices of actuarially equivalent benefits. Early retirement is available as early as age 55 with the completion of five years of service or any time after the completion of 25 years of service but the benefit is reduced on an actuarial basis to account for early payment.

The plan formula for employees hired prior to January 1, 2008, and applicable to their service up through March 31, 2013, was 1.6% of five-year average monthly base pay plus 0.6% of average monthly base pay in excess of covered compensation (35 year average of the maximum taxable wage bases) multiplied by credited service up to a maximum of 25 years. The formula also provided an additional benefit equal to 0.6% of five-year average monthly base pay multiplied by credited service between 25 years and 35 years. The benefits computed under this formula were frozen effective March 31, 2013 and a new formula was adopted. Mr. Harvey was employed prior to March 31, 2013 and earned a portion of his pension benefit under this formula.

For service commencing January 1, 2013, which includes all Named Executive Officers, additional benefits for all participants under the plan will be earned equal to 1% of eligible base pay for each calendar year that a participant completes at least 1,000 hours of service.

Effective August 1, 2020, the Plan was amended to include a soft freeze. The soft freeze will allow those employees in an eligible position that were hired, rehired, or acquired on or before July 31, 2020, to continue to vest and accrue additional benefits for each year they are credited with 1,000 hours or more. Employees that are hired, rehired, acquired, or transfer to an eligible job classification on or after August 1, 2020 are not eligible to participate in the Pension Plan.

The accrued annual pension benefit as of December 31, 2021 for Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio were $11,300, $101,522, $13,146, $5,750 and $10,838, respectively. As of December 31, 2021, Messrs. Harvey and Golding qualified for early retirement under the Retirement Plan. If Messrs. Harvey and Golding had retired on December 31, 2021 and began receiving benefit payments immediately upon retirement, their annual pension benefit would have been $52,735 and $7,888, respectively.

Supplemental Executive Retirement Plan

Northwest Bank has adopted a non-qualified supplemental executive retirement plan (“SERP”) for certain participants in Northwest Bank’s Retirement Plan whose benefits are limited by Section 415(b) of the Internal Revenue Code (which limits the amount of annual benefits that may be accrued to fund future benefit payments) or Section 401(a)(17) of the Internal Revenue Code (which places a limitation on compensation taken into account for tax-qualified plan purposes; for 2021, that limit was $290,000). The SERP provides the designated executives with retirement benefits generally equal to the difference between the benefit that would be available under the Retirement Plan but for the limitations imposed by Internal Revenue Code Sections 401(a)(17) and 415(b) and that which is actually funded under the Retirement Plan as a result of the limitations.

Participants must elect the method of payment. Options for payment include a lump sum, three substantially equal annual installments, or five substantially equal annual installments, starting within 30 days of the earliest of the following events: the participant’s death, disability, retirement or a change in control, provided, however, that if the participant is a specified employee under Section 409A of the Internal Revenue Code, distribution following retirement must be delayed for six months. The SERP is considered an unfunded plan for tax and ERISA purposes. All obligations arising under the SERP are payable from the general assets of Northwest Bank. The benefits paid under the SERP supplement the benefits paid by the Retirement Plan.

The accrued annual SERP benefit as of December 31, 2021 for Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio were $17,305, $11,556, $1,192, $1,219 and $1,523 respectively. As of December 31, 2021, Messrs. Harvey and Golding qualified for early retirement under the SERP. If Messrs. Harvey and Golding had retired on December 31, 2021 and began receiving payments immediately upon retirement, their annual pension benefit would have been $6,003 and $715, respectively.

Employment Agreements

Northwest Bancshares, Inc. and Northwest Bank are parties to a two-year employment agreement with each of Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio. On each anniversary date, non-fixed term contracts may be renewed for an additional year and a contract that is not renewed expires twelve months following the anniversary date. Under the agreements, the 2021 base salaries of Messrs. Seiffert, Harvey, Golding, Reitzes and Torchio of $811,640, $488,220, $360,500, $360,500 and $385,000 respectively, are reviewed annually and may be increased but not decreased. In the event Northwest Bancshares, Inc. or Northwest Bank terminates their employment for reasons other than for “just cause” (as defined in the agreement), or if they resign due to “good reason” (as defined in the agreement), with or without a “change in control” (as defined in the agreement), within 30 days after the executive’s termination of employment, Northwest Bancshares, Inc. or Northwest Bank (or any successor) will pay the executive a cash lump sum equal to:

(i)

the sum of three times the highest rate of base salary and three times the highest rate of cash bonus paid during the prior three years, and

(ii)

continuation of medical and dental coverage for 36 months from the date of termination, unless they obtain similar benefits from their new employer.

To the extent necessary, in order to avoid penalties under Section 409A of the Internal Revenue Code, the base salary and bonus amount shall be paid in a lump sum on the first day of the seventh month following the date of termination. During the employment term and thereafter, the executive shall be indemnified and covered under a standard directors’ and officers’ liability insurance policy provided by Northwest Bancshares, Inc. or Northwest Bank against all expenses and liabilities reasonably incurred in connection with or arising out of any action in which the executive may have been involved by reason of his having been a director or officer of Northwest Bancshares, Inc. or Northwest Bank, including judgments, court costs, attorney’s fees and settlements approved by the Compensation Committee. However, such indemnification does not apply to matters where the executive is adjudged liable for willful misconduct in performing his duties. All payments under any of the agreements will be made by Northwest Bank, but if not timely paid, Northwest Bancshares, Inc. shall make such payments. The agreements are binding on successors to Northwest Bancshares, Inc. and Northwest Bank.

The following provisions apply to all of the agreements. If the executive’s employment is terminated for “just cause”, no further compensation or benefits shall be paid under the agreements and all unvested stock options and unvested restricted stock awarded to the executive, as well as all unexercised stock options, shall be immediately forfeited. If the executive becomes disabled (within the meaning of Internal Revenue Code Section 409A), Northwest Bank may terminate the agreement but will pay the executive his then-current base salary for the longer of the remaining term of the agreement or one year, reduced by the amount of any disability insurance, workers’ compensation or social security benefits paid to the executive. If the executive dies during the term of the agreement, Northwest Bank shall continue to pay their then-current base salary for one year and shall provide medical and dental benefits for the executive’s eligible dependents for three years after the executive’s death, at generally the same level as Northwest Bank was providing such benefits at the time of the executive’s death.

Potential Payments to Named Executive Officers

The following tables show potential payments that would be made to the Named Executive Officers upon specified events, assuming such events occurred on December 31, 2021, pursuant to each individual’s employment agreement, pursuant to stock benefits that have been granted under our equity incentive plans and pursuant to our policies with respect to health care and other benefits continuation. For a discussion of additional benefits that would be paid to the Named Executive Officers or their beneficiaries upon various termination scenarios, see “—Defined Benefit Plan,” “—Supplemental Executive Retirement Plan,” and “—Life Insurance Coverage”.


Ronald J. Seiffert
Type of benefit	Involuntary termination or termination for good reason before change in control or within 24 months after change in control (1)			Voluntary termination		Termination for cause		Death (2)		Disability (3)		Retirement
Severance pay	$	2,434,920			—		—		811,640		1,488,067		—
Bonus payment		1,533,192			40,264		—		511,064		511,064		40,264
Stock option vesting acceleration (4)		75,047			—		—		75,047		75,047		—
Restricted stock vesting acceleration (4)		420,892			—		—		420,892		420,892		—
Health care and other benefits continuation		24,699	(5)		—		—		—		24,699		—

William W. Harvey, Jr.
Type of benefit	Involuntary termination or termination for good reason before change in control or within 24 months after change in control (1)			Voluntary termination		Termination for cause		Death (2)		Disability (3)		Retirement
Severance pay	$	1,464,660			—		—		488,220		895,070		—
Bonus payment		673,260			24,220		—		224,420		224,420		24,220
Stock option vesting acceleration (4)		67,867			—		—		67,867		67,867		—
Restricted stock vesting acceleration (4)		408,445			—		—		408,041		408,041		—
Health care and other benefits continuation		75,610	(5)		—		—		59,044		75,610		—

John J. Golding
Type of benefit	Involuntary termination or termination for good reason before change in control or within 24 months after change in control (1)			Voluntary termination		Termination for cause		Death (2)		Disability (3)		Retirement
Severance pay	$	1,081,500			—		—		360,500		660,917		—
Bonus payment		410,652			17,884		—		136,884		136,884		17,884
Stock option vesting acceleration (4)		54,112			—		—		54,112		54,112		—
Restricted stock vesting acceleration (4)		252,119			—		—		252,119		252,119		—
Health care and other benefits continuation		25,470	(5)		—		—		—		25,470		—


Mark T. Reitzes
Type of benefit	Involuntary termination or termination for good reason before change in control or within 24 months after change in control (1)			Voluntary termination		Termination for cause		Death (2)		Disability (3)		Retirement
Severance pay	$	1,081,500			—		—		360,500		660,917		—
Bonus payment		389,190			10,730		—		129,730		129,730		10,730
Stock option vesting acceleration (4)		30,015			—		—		30,015		30,015		—
Restricted stock vesting acceleration (4)		118,024			—		—		118,024		118,024		—
Health care and other benefits continuation		73,469	(5)		—		—		57,776		73,469		—

Louis J. Torchio
Type of benefit	Involuntary termination or termination for good reason before change in control or within 24 months after change in control (1)			Voluntary termination		Termination for cause		Death (2)		Disability (3)		Retirement
Severance pay	$	1,155,000			—		—		385,000		705,833		—
Bonus payment		564,969			15,023		—		188,323		188,323		15,023
Stock option vesting acceleration (4)		54,112			—		—		54,112		54,112		—
Restricted stock vesting acceleration (4)		219,041			—		—		219,041		219,041		—
Health care and other benefits continuation		73,469	(5)		—		—		57,776		73,469		—

(1)	The employment agreements provides for the lump-sum payment of three times the highest rate of base salary and three times the highest rate of cash bonus during the prior three years.

(2)

Each of the employment agreements provide for a lump sum death benefit equal to one year of base salary. The employment agreements also provide for the continuation of medical and dental benefits to the executive’s eligible dependents for a period of three years after the executive’s death under the same terms immediately prior to termination.

(3)

All Named Executive Officers receive their base salary, for the longer of (i) the remaining term of the agreement, or (ii) one year following the termination of their employment due to disability. The employment agreement provides the executive with their base salary in the first year following disability, reduced by any assumed short-term or long-term disability insurance benefits provided under separate insurance plans we maintain. Each Named Executive Officer also receives medical and dental benefits previously provided for a period of up to 36 months under the same terms immediately prior to termination due to disability.

(4)

Equity award agreements for all participants, including Named Executive Officers, provide for the acceleration of unvested equity awards in the event of disability, death, and in certain corporate transactions including a Change in Control as defined under the 2018 Equity Incentive Plan. The 2018 Equity Incentive Plan and related forms of equity award agreements have been filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

(5)

The employment agreements provide for non-taxable medical and dental coverage for 36 months from the date of termination at substantially identical terms to the coverage maintained by the employer for the executive and their eligible dependents prior to termination unless the executive obtains similar benefits from another employer.

Life Insurance Coverage

Northwest Bank generally provides group term life insurance to its employees. The amount of eligible life insurance coverage is a multiple of their base salary up to a maximum of $700,000 or flat dollar amount based on their job classification. Pay grade level or job classification determines the flat dollar amount or multiple used. The first $50,000 of group term life insurance coverage is a non-taxable benefit each year.

Mr. Harvey participates in a Senior Managers’ Life Insurance Plan, which was frozen to new entrance prior to January 1, 2000. Under this plan, Mr. Harvey has the option to continue his individual policy into retirement. This plan was designed to allow participants to waive an equal amount of coverage in the group term life insurance plan in order to purchase a whole life insurance plan using their own funds in conjunction with the amount Northwest Bank would have spent for his group term premium expense. The benefit then becomes a split dollar arrangement. The officer’s coverage is provided through two sources: the group term life insurance plan, which has a carve-out provision funded by bank-owned life insurance, and an individual policy owned by the executive. The Senior Managers’ Life Insurance Plan thus gives Mr. Harvey a means to obtain post-retirement life insurance that is not available through the group term life plan.

Under Northwest Bank’s life insurance plans, the pre-retirement death benefit amount is determined as a flat dollar amount or a multiple of the employee’s annual base salary rounded up to the next $1,000. Multiples range from 200% to 500% based on pay grade levels. The Named Executives Officers are all eligible for the highest multiple of 500% or maximum of $700,000. The group term life insurance plan does not have a post-retirement death benefit provision. As of December 31, 2021, the pre-retirement death benefit amounts from the Northwest Bank plan were as follows: $700,000 for Mr. Seiffert; $150,000 for Mr. Harvey; $700,000 for Mr. Golding; $700,000 for Mr. Reitzes and $700,000 for Mr. Torchio.

The federal income tax treatment and the annual economic benefit realized by each Named Executive Officer vary depending on the amount of life insurance in the Northwest Bank plan and the Senior Managers’ Life Insurance Plan. The specific arrangement with each Named Executive Officer is discussed below.

The premiums paid by Northwest Bank for the Named Executive Officers for life insurance coverage during 2021 totaled $10,594 consisting of the following premiums: $1,386 for Mr. Seiffert; $5,050 for Mr. Harvey; $1,386 for Mr. Golding; $1,386 for Mr. Reitzes and $1,386 for Mr. Torchio. However, the imputed economic benefit for this life insurance coverage during 2021 was as follows: $5,148 for Mr. Seiffert; $4,357 for Mr. Harvey; $3,354 for Mr. Golding; $5,148 for Mr. Reitzes and $3,354 for Mr. Torchio. The imputed economic benefit to the Named Executive Officers of the 2021 premium payments is included in the “All Other Compensation” column of the Summary Compensation Table and is described in a footnote to that column for each Named Executive Officer. The amount of such economic benefit was determined using the amount imputed to the individual under applicable tables published by the Internal Revenue Service multiplied by the aggregate death benefit payable to the individual’s beneficiary.

Director Compensation

The following table sets forth for the year ended December 31, 2021 certain information as to the total remuneration to Northwest Bancshares, Inc.’s directors. Mr. Seiffert did not receive separate compensation for his service as a director.


Director compensation table
Name	Fees earned or paid in cash ($)		Stock awards ($)(1)			Option awards ($)(2)			Non-equity incentive plan compensation ($)		Change in pension value and nonqualified deferred compensation earnings ($)(3)		All other compensation ($)(4)		Total ($)
Robert M. Campana		70,900		36,936	(5)		4,608	(5)		—		6,983		8,263		127,690
Deborah J. Chadsey		66,700		36,936	(6)		4,608	(6)		—		10,030		9,964		128,238
Wilbur R. Davis		60,875		36,936	(7)		4,608	(7)		—		98,872		2,083		203,374
Timothy B. Fannin		79,400		36,936	(8)		4,608	(8)		—		9,162		9,889		139,995
Timothy M. Hunter		69,700		36,936	(9)		4,608	(9)		—		6,340		8,594		126,178
William F. McKnight		70,400		36,936	(10)		4,608	(10)		—		9,594		10,096		131,634
John P. Meegan		71,400		36,936	(11)		4,608	(11)		—		8,778		9,964		131,686
Mark A. Paup		60,200		36,936	(12)		4,608	(12)		—		4,958		7,849		114,551
Sonia M. Probst		68,400		36,936	(13)		4,608	(13)		—		7,849		9,964		127,757
David M. Tullio		66,700		36,936	(14)		4,608	(14)		—		6,010		1,638		115,892

(1)

Reflects the aggregate grant date fair value of restricted stock awards of 2,700 shares granted to each director on May 25, 2021 with a grant date market value of $13.68 per share. This award vests over a five-year period beginning May 25, 2021. The assumptions used in the valuation of these awards are included in Notes 1(q) and 15(c) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission.

(2)

Reflects the aggregate grant date fair value of option awards of 7,200 stock options granted to each director on May 25, 2021 with a grant date fair value of $0.64 per stock option. This award vests equally over a five-year period beginning May 25, 2021. These options have an exercise price of $13.68 per option. The assumptions used in the valuation of these awards are included in Notes 1(q) and 15(d) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission.

(3)

Reflects change in pension value and nonqualified deferred compensation for each director as follows: Mr. Campana, $6,687 and $296; Ms. Chadsey, $8,657 and $1,373; Mr. Davis, $7,719 and $91,153; Mr. Fannin, $9,162 and $0; Mr. Hunter, $5,120 and $1,220; Mr. McKnight, $9,594 and $0; Mr. Meegan, $7,170 and $1,608; Mr. Paup, $4,160 and $798; Ms. Probst, $7,849 and $0; Mr. Tullio, $5,961 and $49.

(4)

Reflects dividends on unvested restricted stock awards and taxable value of excess life insurance for each director as follows: Mr. Campana, $7,075 and $1,188; Ms. Chadsey, $8,776 and $1,188; Mr. Davis, $864 and $1,219; Mr. Fannin $8,670 and $1,219; Mr. Hunter $7,820 and $774; Mr. McKnight, $8,670 and $1,426; Mr. Meegan, $8,776 and $1,188; Mr. Paup, $7,075 and $774; Ms. Probst, $8,776 and $1,188; Mr. Tullio, $864 and $774.

(5)	At December 31, 2021, Mr. Campana had 18,724 vested stock options, 24,476 unvested stock options and 9,175 unvested shares of restricted stock.

(6)	At December 31, 2021, Ms. Chadsey had 43,204 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock.

(7)	At December 31, 2021, Mr. Davis had 1,440 vested stock options, 5,760 unvested stock options and 2,160 unvested shares of restricted stock.

(8)	At December 31, 2021, Mr. Fannin had 36,004 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock.

(9)	At December 31, 2021, Mr. Hunter had 23,764 vested stock options, 26,636 unvested stock options and 9,985 unvested shares of restricted stock.

(10)	At December 31, 2021, Mr. McKnight had 30,404 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock.

(11)	At December 31, 2021, Mr. Meegan had 36,004 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock.

(12)	At December 31, 2021, Mr. Paup had 18,724 vested stock options, 24,476 unvested stock options and 9,175 unvested shares of restricted stock.

(13)	At December 31, 2021, Ms. Probst had 43,204 vested stock options, 28,796 unvested stock options and 10,795 unvested shares of restricted stock.

(14)	At December 31, 2021, Mr. Tullio had 1,440 vested stock options, 5,760 unvested stock options and 2,160 unvested shares of restricted stock.

Amounts included in the “Stock Awards” column for the year ended December 31, 2021 represent the value of current year grants under our 2018 Equity Incentive Plan. Amounts related to stock awards and option awards are reported in the table above pursuant to applicable Securities and Exchange Commission regulations that require that we report the full grant-date fair value of grants in the year in which such grants are made. Because grants vest (are earned) at a rate between 10% and 20% per year depending on the year of grant, the amounts actually vested and recognized as income was $7,387 for each director who had received such grants. Amounts included in the “Option awards” column for the year ended December 31, 2021 represent the value of current year grants under our 2018 Equity Incentive Plan. Stock option grants are not treated as taxable income in the year of grant, so for the year ended December 31, 2021, the economic value of compensation related to the award of stock options recognized for income tax purposes was $0. The amount included in the “Change in pension value and nonqualified deferred compensation earnings” column reflects the change in the estimated present value of future benefits under our pension plans as well as the amount of interest paid on deferred compensation over the applicable federal rate.

The full board of directors determines director compensation. In determining director compensation, we utilize market information that is provided by our Chief Human Resources Officer, which is supported by survey data from various sources, as well as through consultation with Pearl Meyer, an independent compensation consulting firm.

For the year ended December 31, 2021, each nonemployee director of Northwest Bancshares, Inc. and Northwest Bank was paid a combined retainer of $22,600 per year plus $1,000 for each board meeting of Northwest Bank and Northwest Bancshares, Inc. attended. Non-employee members of the Audit, Compensation, Innovation and Technology, Executive, Governance, Nominating, Risk Management and Trust Committees were paid a total of $700 for attendance at committee meetings for both Northwest Bancshares, Inc. and Northwest Bank. The Chairpersons of the Audit, Compensation, Innovation and Technology, Risk Management and Trust committees were paid an additional $1,000 per quarter as a retainer for their service as Chairperson, with the Chairperson of the Nominating Committee receiving $1,000 per year and the Chairperson of the Governance Committee receiving $2,000 per year. Director Fannin received a fee of $8,000 for his service as Lead Director for Northwest Bancshares, Inc. and Northwest Bank. All Chairperson and Lead Director fees are prorated based on service period during the year.

Deferred Compensation Plan for Directors. We sponsor a non-qualified deferred compensation plan for directors (the “Deferred Compensation Plan”) that enables a director to elect to defer all or a portion of their directors’ fees. The amounts deferred are credited with interest at the taxable equivalent rate received by Northwest Bank on its bank owned life insurance policies that insure the directors’ lives. Deferred amounts are payable upon retirement of a director on or after attaining age 59-1/2 but no later than age 72, in the form of a lump sum or installments over a three-, five- or ten-year period. Payments to a director, or to their designated beneficiary, may also be made from the Deferred Compensation Plan upon the director’s death, total and permanent disability, or termination of service from the Board. Participants in the Deferred Compensation Plan would not recognize taxable income with respect to the Deferred Compensation Plan benefits until the assets are actually distributed. Active directors are provided between $110,500 and $200,000 of term life coverage through our group life insurance policy. Coverage is subject to standard age reductions starting at age 65.

Retirement Plan for Directors. We maintain a retirement plan for outside directors (the “Directors Plan”). Directors who have served on the Board for five years or more and are not Northwest Bank employees are eligible to receive benefits under the Directors Plan. Upon a director’s retirement from the Board on or after five years of service and the attainment of age 60, the director is entitled to receive a retirement benefit equal to 60% of the annual retainer paid immediately prior to retirement plus 60% of the board meeting fees paid for the director’s attendance at board meetings at the annual rate which was in effect immediately prior to their retirement. If a director retires after five years or more of service but before attaining age 60, the director is entitled to one-half of the benefits otherwise available to them. Retirement benefits commence on the first day of the calendar quarter following the director’s attainment of age 65, or if retirement occurs later, on the first day of the calendar quarter following retirement. Such retirement benefits are paid for a period equal to the lesser of the number of a director’s completed full years of service, their life, or ten years. In the event the director dies before normal retirement age or after normal retirement age but before all retirement benefits to which they are entitled have been received, the director’s beneficiary or estate shall be paid a lump sum equal to the present value of the benefits that would have been paid had the director lived until all accrued retirement benefits had been paid. The retirement plan for outside directors was amended to freeze all benefits earned through December 31, 2012 based on the plan formula using years of service and a director’s compensation as of December 31, 2012. The amendments also provide that, for service commencing January 1, 2013, additional benefits will be earned equal to 1.25% of career average fees paid in cash for each year in the future. During the year ended December 31, 2021, we recognized expense of $134,808 for the Directors Plan.

Directors Equity Awards. Options granted under our 2018 Equity Incentive Plan vest over either a five or seven-year period, depending on year of grant. All nonstatutory options granted under the plan expire upon the earlier of ten years from the date of grant or, up to one year following the date the optionee ceases to be a director. However, in the event of termination of service due to death, disability, normal retirement or a change of control of Northwest B

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Northwest Bancshares Inc.