DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

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

WESBANCO, 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.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

March 15, 2023

Dear Shareholder:

You will find enclosed the 2022 Annual Report, Notice of Meeting, Proxy Statement and Proxy Card for the Annual Meeting of Shareholders of Wesbanco, Inc., which will be held virtually on Wednesday, April 19, 2023 at 12:00 noon.

Please review the enclosed material and complete, sign, date and return the Proxy Card regardless of whether you plan to attend the Annual Meeting, so that the matters coming before the meeting can be acted upon. Alternatively, if you hold shares of Wesbanco common stock directly in your name, you may vote over the Internet or by telephone by following the instructions set forth on the Proxy Card.

We look forward to the shareholders’ meeting and welcome the opportunity to discuss the business of your company with you.

Very truly yours,

LOGO

Todd F. Clossin

President and Chief Executive Officer

TFC/bb

Enclosure

WESBANCO, INC.

One Bank Plaza

Wheeling, West Virginia 26003

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held

April 19, 2023

TO THE STOCKHOLDERS OF WESBANCO, INC.:

The Annual Meeting of the Stockholders of Wesbanco, Inc. (“Wesbanco”) will be held virtually on Wednesday, April 19, 2023, at 12:00 Noon E.D.T.

The purposes of the meeting are as follows:

(1)

To elect six persons to the Board of Directors to serve for a term of three years.

(2)

To approve an advisory (non-binding) vote on compensation paid to Wesbanco’s named executive officers.

(3)

To approve an advisory (non-binding) vote on the frequency of future advisory votes on executive compensation.

(4)

To approve an advisory (non-binding) vote ratifying the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

(5)

To consider and act upon such other matters as may properly come before the meeting or any adjournment thereof.

The Board of Directors recommends a vote (1) in favor of the director nominees, (2) in favor of the executive compensation paid to Wesbanco’s named executive officers, (3) in favor of the 1 year option as the frequency of the stockholder advisory vote on the executive compensation paid to Wesbanco’s named executive officers, and (4) in favor of the ratification of the appointment of Ernst & Young as our independent registered public accounting firm. The holders of the common stock of Wesbanco as of the close of business on March 1, 2023 are entitled to vote at the meeting.

You are requested to sign and date the enclosed form of Proxy and return it in the enclosed postage-paid envelope at your earliest convenience. As indicated in the accompanying Proxy Statement, proxies may be revoked at any time prior to the voting thereof. Alternatively, if you hold shares of Wesbanco common stock directly in your name, you may vote over the Internet or by telephone by following the instructions set forth in the Proxy Card.

Virtual Meeting Admission. This year’s annual meeting will again be a virtual meeting of shareholders, conducted via live audio webcast. To be admitted to the virtual Annual Meeting as a shareholder, you will need to log-in to https://meetnow.global/MAD2FGU using a 15-digit control number.

Shareholders of Record. If you are a shareholder of record as of March 1, 2023 (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), the 15-digit control number will be located on the Computershare proxy card you previously received. If you are a shareholder of record and do not have your proxy card, you can contact Shareholder Services at (888) 294-8217 or (781) 575-3120 or our corporate secretary, Linda Woodfin, via e-mail at lwoodfin@wesbanco.com or telephone at (304) 234-9201 on or before April 19, 2023 to retrieve your control number. Please note that to retrieve your control number, you will first need to validate your identity.

Beneficial Owners. If you were a beneficial owner of record as of March 1, 2023 (i.e., you held your shares in an account at a brokerage firm, bank or other similar agent), you will need to obtain a legal proxy from your broker, bank or other agent. The voting instruction form you receive from your broker, bank or other agent may have a 16-digit control number on it. This number will allow you to vote prior to the meeting at www.ProxyVote.com, but it will not allow you to enter and participate in the virtual Annual Meeting as a shareholder. To enter and participate in the Annual Meeting as a shareholder, beneficial owners must obtain a legal proxy from their broker, bank or other agent. Once obtained, you must register with Computershare by emailing the legal proxy (not the voting instruction form) you receive from your broker, bank, or other agent to Computershare, at legalproxy@computershare.com and should include “Legal Proxy” in the subject line. Alternatively, it may be mailed to Computershare at Wesbanco, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Please include proof from your broker, bank or other agent of your legal proxy (e.g., a forwarded email from your broker, bank or other agent with your legal proxy attached, or an image of your legal proxy attached to your email or included in your mailing). Requests for registration must be received by Computershare no later than 5:00 p.m. Eastern Time, on Friday, April 14, 2023. You will then receive a confirmation of your registration, with a 15-digit control number, by email from Computershare. At the time of the meeting, go to https://meetnow.global/MAD2FGU and enter your 15-digit control number.

By Order of the Board of Directors.

LINDA M. WOODFIN

Secretary

Wheeling, West Virginia

March 15, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 19, 2023.

THIS PROXY STATEMENT AND THE 2022 ANNUAL REPORT TO STOCKHOLDERS

ARE AVAILABLE AT

www.wesbanco.com

INDEX

PROXY STATEMENT


	PAGE
PROXIES		1
Delivery of Proxy Materials to Households		1
STOCK OUTSTANDING AND VOTING RIGHTS		2
BENEFICIAL OWNERS OF MORE THAN 5% OF THE COMMON STOCK OF THE CORPORATION		3
OWNERSHIP OF SECURITIES BY DIRECTORS, NOMINEES AND OFFICERS		4
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		6
Delinquent Section 16(a) Reports		6
TRANSACTIONS WITH DIRECTORS AND OFFICERS		6
Transactions with Related Persons		6
Policies and Procedures for Approval of Related Party Transactions		7
ELECTION OF DIRECTORS		8
Director Independence		8
Director Diversity and Matrix		8
NOMINEES		9
A. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2026.		9
Additional Information		9
CONTINUING DIRECTORS		11
A. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2024.		11
Additional Information		12
B. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2025.		13
Additional Information		14
EXECUTIVE OFFICERS OF THE CORPORATION		16
MANAGEMENT SUCCESSION		17
COMPENSATION DISCUSSION AND ANALYSIS		18
Introduction		18
Compensation Philosophy and Objectives		18
Administration of the Executive Compensation Program		19
Compensation Committee Process.		19
Use of Peer Group.		20
Management’s Role in the Compensation-Setting Process.		21
Annual Evaluation.		22
Components of Executive Compensation		22
Annual Compensation		22
Base Salary.		23
Annual Cash Incentive Awards.		23
INCENTIVE AWARDS FOR 2022		24
Long-Term Incentive Compensation		28
Stock Options.		28
Restricted Stock Awards.		29
Long-Term Cash Bonuses.		29
Total Shareholder Return Plan and Awards.		29
Description of TSRP.		29
The TSR Peer Group.		30
2020-2022 Performance Period Results.		30
Performance Based Stock Awards.		30
Description of PBSP.		30
The PBSP Peer Group.		31
Retirement Plans		31
Defined Benefit Plan.		31
Wesbanco KSOP Plan.		31


	PAGE
SERP.		32
Why We Maintain the Defined Benefit Plan, KSOP Plan and SERP.		32
Perquisites and Other Benefits		33
Deferred Compensation Opportunities		33
Bank-Owned Life Insurance Program		33
Employment Contracts		34
Change in Control Agreements		35
Tax Deductibility of Compensation		36
Taxation of “Parachute” Payments and Deferred Compensation		37
Accounting for Stock-Based Compensation		37
Our Policies With Respect to Granting Equity Awards		37
Timing of Grants.		37
Stock Option Exercise Price.		37
Clawback Policy		37
Stock Ownership Guidelines		38
Anti-Hedging and Anti-Margin Account Policies		38
Review of All Components of Executive Compensation		38
Compensation Risk Assessment		38
COMPENSATION COMMITTEE REPORT		39
SUMMARY COMPENSATION TABLE		40
Perquisites and Other Benefits		40
ALL OTHER COMPENSATION		41
GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2022		41
KEY EXECUTIVE INCENTIVE BONUS, OPTION AND RESTRICTED STOCK PLAN		42
Key Executive Awards		42
General.		42
Annual Bonus Portion.		42
Long Term Bonus Portion.		42
Stock Option Awards.		43
Restricted Stock Awards.		43
Total Shareholder Return Plan Awards.		43
Performance-Based Stock Plan Awards.		43
Granting of Awards.		43
Determination of and Payment of Awards.		43
Eligibility		44
2022 Awards Summary		44
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END		46
OPTION EXERCISES AND STOCK VESTED		47
DEFERRED COMPENSATION PLAN		47
NONQUALIFIED DEFERRED COMPENSATION		47
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		48
Severance in Connection with a Change in Control		49
Long-Term Incentive Plan		49
SERP		50
Retirement Plans		51
EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION		52
CEO PAY RATIO		53
PAY VERSUS PERFORMANCE		54
Performance Measures		57
Analysis of the Information Presented in the Pay Versus Performance Table		57
Compensation Actually Paid and Cumulative TSR		58
Compensation Actually Paid and Net Income		58
Compensation Actually Paid and Core EPS		59
Cumulative TSR of the Corporation and Cumulative TSR of the Peer Group		59


	PAGE
ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES		59
Environmental		60
Social Responsibility		60
Governance		61
CORPORATE GOVERNANCE		61
Board Size and Separate Chairman		62
Criteria for Membership on the Board		63
Overall Composition.		63
Personal Qualities.		63
Commitment to the Corporation and its Stockholders.		63
Other Commitments.		63
Additional Criteria for Incumbent Directors.		63
Stock Ownership.		63
Additional Criteria for New Directors.		63
Independence.		64
Director Nomination Process		64
Nominations Developed by the Nominating Committee.		64
Stockholder Nominations Submitted to the Nominating Committee.		65
Stockholder Nominations Submitted to Stockholders.		65
Board Responsibilities		65
Board Meetings		65
Committees of the Board		66
Executive Committee.		66
Audit Committee.		66
Nominating Committee.		66
Compensation Committee.		66
Board Self-Evaluation		66
Director Orientation and Education		66
Non-Employee Director Compensation and Stock Ownership		67
Meetings of Board of Directors and Committees and Compensation of Members		67
2022 DIRECTOR COMPENSATION		68
NOMINATING COMMITTEE		68
COMPENSATION COMMITTEE		68
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		68
AUDIT COMMITTEE		69
REPORT OF AUDIT COMMITTEE		69
STOCKHOLDERS INTENDING TO NOMINATE CANDIDATES FOR ELECTION TO BOARD OF DIRECTORS MUST GIVE NOTICE TO CORPORATION		70
PROPOSALS OF STOCKHOLDERS FOR PRESENTATION AT NEXT YEAR’S ANNUAL MEETING, TO BE HELD APRIL 17, 2024		70
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		70
Audit Fees		71
Audit-Related Fees		71
Tax Fees		71
All Other Fees		71
PROXY SOLICITOR		71
ITEM 2 APPROVAL OF AN ADVISORY (NON-BINDING) VOTE ON THE CORPORATION’S EXECUTIVE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS		72
ITEM 3 ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION		72
ITEM 4 ADVISORY (NON-BINDING) VOTE RATIFYING THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		73
OTHER MATTERS TO BE CONSIDERED AT THE MEETING		74

PROXY STATEMENT

WESBANCO, INC.

One Bank Plaza

Wheeling, West Virginia 26003

ANNUAL MEETING OF STOCKHOLDERS

APRIL 19, 2023

This statement is furnished to the stockholders of Wesbanco, Inc. (the “Corporation”) in connection with the solicitation of proxies to be used in voting at the annual meeting of the stockholders of the Corporation (the “Annual Meeting”), which will be held virtually at 12:00 Noon E.D.T. on Wednesday, April 19, 2023. This statement is first being mailed to the stockholders on or about March 15, 2023.

The Corporation is the parent company and the holder of all of the outstanding shares of the capital stock of Wesbanco Bank, Inc. (the “Bank”), Wheeling, West Virginia. The Corporation also maintains two other operating subsidiaries, namely, Wesbanco Securities, Inc., St. Clairsville, Ohio, and Wesbanco Insurance Services, Inc., Shinnston, West Virginia.

Proxies

The proxies are solicited by the Board of Directors of the Corporation (the “Board” or “Board of Directors”), and the cost thereof is being borne by the Corporation. Employees and Directors of the Corporation and its subsidiaries may follow up on this written solicitation by telephone or other methods of communication.

Proxies may be revoked by the stockholders who execute them at any time prior to the exercise thereof by a later dated proxy, by written notice to the Corporation, or by participating in the Annual Meeting and voting your shares electronically during the Annual Meeting. Unless so revoked, the shares represented by all proxies will be voted, by the persons named in the proxies, at the Annual Meeting and all adjournments thereof, in accordance with the specifications set forth therein, or absent such specifications, in accordance with the discretion of the holders of such proxies.

As an alternative to submitting the enclosed proxy, stockholders who hold shares directly in their name may vote over the Internet or by telephone by following the instructions set forth on the Proxy Card.

Delivery of Proxy Materials to Households

Annually, the Corporation mails to each registered stockholder at a shared address, not previously notified, a separate notice of its intention to household proxy materials. Beneficial stockholders (those who hold common shares through a financial institution, broker, or other record holder) are notified of the house holding process by the record holder. Those registered and beneficial stockholders who are eligible and have not opted-out (as defined below) of the householding process will receive one copy of the Corporation’s Annual Report to Stockholders for the year 2022 and one copy of this Proxy Statement. A separate proxy card and a separate notice of the meeting of stockholders will continue to be included for each account at the shared address.

Registered stockholders who reside at a shared household and who would like to receive a separate Annual Report and/or a separate Proxy Statement (to “opt-out”), or have questions regarding the house holding process, may contact the Corporation’s transfer agent and registrar by calling (888) 294-8217 or forwarding a written request addressed to Computershare Investor Services LLC, P.O. Box 505000, Louisville, KY 40202. Promptly upon request, a separate Annual Report and/or separate Proxy Statement will be sent. By contacting the transfer

agent, registered stockholders sharing an address can also request delivery of a single copy of annual reports or proxy statements if they are receiving multiple copies. Beneficial stockholders should contact their brokers, financial institutions, or other record holder for specific information on the house holding process as it applies to those accounts.

Stock Outstanding and Voting Rights

The authorized capital stock of the Corporation consists of 100,000,000 shares of common stock with a par value of $2.0833 per share (the “Common Stock”), and 1,000,000 shares of preferred stock without par value. Of the 100,000,000 shares of authorized Common Stock, as of March 1, 2023, there were 59,247,063 shares issued and outstanding. There were 150,000 shares of Series A perpetual preferred stock outstanding as of that date.

The Corporation has 6,000,000 depository shares outstanding, with each share representing a 1/40^th ownership interest in a share of Series A Preferred Stock, with a liquidation preference of $1,000 per share of the Series A Preferred Stock (equivalent to $25 per depository share) representing 150,000 shares of Series A Preferred Stock in the aggregate. The Series A Preferred Stock is non-voting except in certain limited circumstances arising only in the event dividends are not declared and paid for the equivalent of six or more dividend payments.

A quorum is required to conduct business at the Annual Meeting. A majority of the outstanding shares of the Corporation present in person or represented by proxy constitutes a quorum. Abstentions, votes withheld, and shares represented by broker non-votes are counted in determining whether a quorum is present. Non-votes by banks, brokerage houses, custodians, nominees and other fiduciaries (“broker non-votes”) and abstentions will be counted for the purpose of determining whether a quorum is present, but broker non-votes will not be included for purposes of determining whether stockholder approval of a matter has been obtained. A broker non-vote occurs when a broker, bank or other stockholder of record, in nominee name or otherwise, exercising fiduciary powers (typically referred to as being held in “street name”), submits a proxy for the Annual Meeting, but does not vote on a particular proposal because that broker or holder does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote those shares on routine matters, but not on non-routine matters. Non-routine matters include, among other matters, the election of directors and actions on executive compensation. Therefore, if a beneficial owner of the Corporation’s Common Stock does not give the broker or nominee specific voting instructions on Items 1, 2 or 3, the holder’s shares will not be voted on those items and a broker non-vote will occur. Brokers will have discretionary authority to vote on Item 4. Broker non-votes will have no effect on the voting results for such proposals.

Stockholders of record as of the close of business on March 1, 2023 will be entitled to vote at the Annual Meeting. Each stockholder will be entitled to one vote for each share of Common Stock held as of the record date, as shown by the records of the transfer agent. Cumulative voting in the election of Directors is permitted by West Virginia statutory provisions, and the exercise of that right is not subject to any condition precedent. Each stockholder is entitled to as many votes as shall equal the number of his shares of Common Stock multiplied by the number of Directors to be elected within each class, and the stockholder may cast all of such votes for a single Director or distribute them among two or more Directors. The nominees receiving the highest number of “for” votes in each class—six in the class of 2026—will be elected as Directors of the Corporation. Proxies marked as “withhold” (including proxies containing broker non-votes) will not be counted as votes either “for” or “against” the nominee. Such withhold votes are not counted in the election of directors and do not affect the outcome.

Cumulative voting is not permitted with respect to Items 2, 3 or 4, approval of which will require that the number of votes cast favoring the proposal exceed the votes cast opposing the proposal, except with respect to

Item 3. With respect to Item 3, if none of the three frequency periods (1 year, 2 years or 3 years) receives an affirmative vote in excess of the aggregate number of votes cast in favor of the other two frequency periods, the Board of Directors will consider the option receiving the highest number of votes as the recommendation of the stockholders. Proxies marked as abstaining (including proxies containing broker non-votes) will not be counted as votes “for” or “against” the proposals and will not affect the outcome of any of the proposals.

Beneficial Owners of More than 5% of the Common Stock of the Corporation

The entities listed in the table below were beneficial owners of 5% or more of the shares of the Corporation’s Common Stock outstanding as of December 31, 2022, based on information filed with the SEC.

Based solely on an amended Schedule 13G filed on February 9, 2023, the Vanguard Group, Inc. has indicated that it is the beneficial owner of 5,882,760 shares of the Common Stock of the Corporation. It reported beneficial ownership as an investment adviser of 5,882,760 shares for which it had shared voting power over 46,740 shares, sole dispositive power over 5,779,791 shares and shared dispositive power over 102,969 shares.

Based solely on an amended Schedule 13G filed on January 25, 2023, BlackRock, Inc. has indicated that it may be the beneficial owner of 5,424,225 shares of the Common Stock of the Corporation for which it had sole voting power over 5,158,859 shares and sole dispositive power over 5,424,225 shares.

Based solely on an amended Schedule 13G filed on February 14, 2023, Dimensional Fund Advisors, LP (“Dimensional”) has indicated that it may be the beneficial owner of 4,606,697 shares of the Corporation’s Common Stock with sole voting power over 4,534,612 shares and sole dispositive power over all 4,606,697 shares in light of its furnishing investment advice to four investment companies and serving as investment manager to certain other commingled group trusts and separate accounts which own the shares since it possesses investment and/or voting power over the shares noted. Dimensional, however, disclaimed beneficial ownership of the shares.


Title of Class	Name & Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Common	The Vanguard Group, Inc.		5,882,760		9.9	%
	100 Vanguard Blvd.
	Malvern, PA 19355

Common	BlackRock, Inc.		5,424,225		9.2	%
	55 East 52nd Street
	New York, NY 10055

Common	Dimensional Fund Advisors, LP		4,606,697		7.8	%
	Building One
	6300 Bee Cave Road
	Austin, Texas 78746

Ownership of Securities by Directors, Nominees and Officers

The following table sets forth the number of shares of the Corporation’s Common Stock beneficially owned by each nominee, each continuing director, each director who will not continue as a director beyond the Annual Meeting and each named executive officer of the Corporation, and all of its executive officers and directors as a group as of January 31, 2023. There is no other class of voting securities issued and outstanding.


Name of Beneficial Owner	Sole Voting and Investment Authority			Shared Voting and/or Investment Authority			Percent
Todd F. Clossin (Nominee, Executive Officer)		149,648	(1)					*
James W. Cornelsen		126,056	(2)					*
Michael J. Crawford (Nominee)		35,884	(3)					*
Christopher V. Criss		59,652	(4)		127,057	(5)		*
Abigail M. Feinknopf (Nominee)		29,567	(6)		177,435	(7)		*
Robert J. Fitzsimmons		20,791	(8)					*
Rosie Allen-Herring		1,790	(9)					*
Jeffrey H. Jackson (Executive Officer)		12,627	(10)					*
D. Bruce Knox		31,203	(11)					*
Lisa A. Knutson		8,001	(12)					*
Gary L. Libs		244,928	(13)					*
Jay T. McCamic (Nominee)		35,223	(14)		170,401	(15)		*
F. Eric Nelson, Jr. (Nominee)		35,074	(16)		752	(17)		*
Anthony F. Pietranton (Executive Officer)		47,716	(18)					*
Gregory S. Proctor, Jr.		40,261	(19)					*
Joseph R. Robinson		8,447	(20)					*
Denise H. Knouse-Snyder (Nominee)		7,947	(21)		3,070	(22)		*
Kerry M. Stemler		117,236	(23)					*
Reed J. Tanner		37,307	(24)					*
Daniel K. Weiss, Jr. (Executive Officer)		18,857	(25)					*
Jayson M. Zatta (Executive Officer)		66,051	(26)					*
All Directors and Officers as a group (27 persons)		1,341,223	(27)		478,715			3.0742	%

*	Beneficial ownership does not exceed one percent (1%).

(1)

Includes options to purchase 25,000 shares which are vested in the Wesbanco Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan. Also included are 26,634 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 14,370 shares awarded in 2021 which will become fully vested in 2024, and 21,945 shares awarded in 2022 which will become fully vested in 2025.

(2)	Includes 917 shares of Restricted Stock, awarded in 2022 which will become fully vested in 2025.

(3)	Includes 32,037 shares held by Mr. Crawford’s wife, Ruth Ann Crawford and 449 shares of Restricted Stock awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(4)

Includes 10,566 shares held for Mr. Criss’s benefit in a Rabbi Trust established under the Wesbanco, Inc. Deferred Compensation Plan. Also includes 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(5)	Shares held by Atlas Towing Company, in which Mr. Criss owns a substantial interest and serves as an officer and director.

(6)	Includes 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(7)	Includes 59,489 shares held in trust for the benefit of Ms. Feinknopf, 61,446 shares held in trust for the benefit of Ms. Feinknopf’s children of which Ms. Feinknopf is Co-Trustee, and 56,500 shares held in the McCamic Family Foundation of which Ms. Feinknopf is a director.

(8)	Includes 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(9)	Includes 917 shares of Restricted Stock, awarded in 2022 which will become fully vested in 2025.

(10)	Includes 12,500 shares of Restricted Stock which will become fully vested in 2025.

(11)

Includes 1,982 shares held in a retirement account for Mr. Knox’s benefit and 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(12)	Includes 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(13)

Includes 29,845 shares held in an IRA account for Mr. Libs and 449 shares of Restricted Stock awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025. Also includes 6,037 shares held by Mr. Libs’ wife, Sandra Libs, and 19,130 shares held in her IRA account.

(14)

Includes 4,791 shares held in trust by Mr. McCamic’s wife, Jimmie Ann McCamic and 449 shares of Restricted Stock awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(15)	Includes 52,455 shares held in trust for the benefit of Mr. McCamic, 61,446 shares held in trust for the benefit of Mr. McCamic’s children for which Mr. McCamic is Co-Trustee, and 56,500 shares held in the McCamic Family Foundation of which Mr. McCamic is a director.

(16)	Includes 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(17)	Shares held in a corporation for which Mr. Nelson has shared investment authority and is a beneficiary.

(18)

Includes options to purchase 10,250 shares which are vested in the Wesbanco Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan and 1,539 shares held in the Wesbanco KSOP Plan. Also included are 8,375 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 4,645 shares awarded in 2021 which will become fully vested in 2024, and 7,376 shares awarded in 2022 which will become fully vested in 2025.

(19)

Includes options to purchase 3,764 shares of Wesbanco, Inc. common stock. Also includes 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(20)	Includes 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(21)	Includes 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(22)	Shares held in a Profit Sharing Plan for Phillips, Gardill, Kaiser & Altmeyer, PLLC for the benefit of Ms. Knouse-Snyder.

(23)

Includes 15,718 shares held in an IRA for the benefit of Mr. Stemler’s wife, Debra Stemler, and 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(24)

Includes 7,730 shares held for Mr. Tanner’s benefit in a Rabbi Trust established under the Wesbanco, Inc. Deferred Compensation Plan and 21,079 shares held in a separate account for Mr. Tanner’s benefit in the Wesbanco, Inc. Deferred Compensation Plan. Also included are 449 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 669 shares awarded in 2021 which will become fully vested in 2024, and 917 shares awarded in 2022 which will become fully vested in 2025.

(25)

Includes options to purchase 4,500 shares which are vested in the Wesbanco Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan and 903 shares held in the Wesbanco KSOP Plan. Also included are 2,899 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 1,691 shares awarded in 2021 which will become fully vested in 2024, and 7,245 shares awarded in 2022 which will become fully vested in 2025.

(26)

Includes options to purchase 9,000 shares which are vested in the Wesbanco Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan and 2,417 shares held in the Wesbanco KSOP Plan. Also included are 12,045 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 6,693 shares awarded in 2021 which will become fully vested in 2024, and 10,607 shares awarded in 2022 which will become fully vested in 2025.

(27)

Includes, in the aggregate, 87,664 shares of Restricted Stock, awarded in 2020 which will become fully vested in 2023, 55,561 shares awarded in 2021 which will become fully vested in 2024, and 98,569 shares awarded in 2022 which will become fully vested in 2025, as well as options to purchase a total of 105,614 shares which are vested in the Wesbanco, Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan and 39,146 shares held in the Wesbanco KSOP Plan.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Corporation’s officers, directors, and persons who own more than 10% of a registered class of the Corporation’s equity securities, to file reports of ownership and changes in ownership with the Securities & Exchange Commission (the “SEC”).

Delinquent Section 16(a) Reports

Based solely on its review of the copies of Forms 3, 4 and 5 received by it, or written representations from certain reporting persons that no Forms 5 were required for those persons, the Corporation believes that, during the calendar year 2022, all filing requirements applicable to its officers, directors and greater than 10% beneficial owners were fulfilled, except for Todd F. Clossin, Jonathan D. Dargusch, Stephen J. Lawrence, Michael L. Perkins, Anthony F. Pietranton, Brent E. Richmond, Daniel K. Weiss, Jr., Jayson M. Zatta and James W. Cornelsen, each of which had one late filing, except for Mr. Dargusch who had two.

The Corporation is required to report late filings.

Transactions with Directors and Officers

Transactions with Related Persons

The Corporation generally considers credit relationships with directors and/or their affiliates to be immaterial and as not impairing the director’s independence so long as the terms of the credit relationship are similar to other comparable borrowers. The Corporation uses the following guidelines to determine the impact of a credit relationship on a director’s independence. The Corporation presumes that extensions of credit which comply with Federal Reserve Regulation O to be consistent with director independence. In other words, the Corporation does not consider normal, arms’ length credit relationships entered into in the ordinary course of business to negate a director’s independence.

Regulation O requires such loans to be made on substantially the same terms, including interest rates and collateral, and following credit-underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions by the Bank with other persons. Such loans also may not involve more than the normal risk of repayment or present other unfavorable features. Additionally, no event of default may have occurred (that is, such loans are not disclosed as non-accrual, past due, restructured, or potential problems). The Board of Directors must review any credit to a director or his or her related interests that has become criticized in order to determine the impact that such classification has on the director’s independence. In addition, the Corporation does not consider to be independent any director who is also an executive officer of a company to which the Corporation has extended credit unless such credit meets the substantive requirements of Regulation O.

Denise Knouse-Snyder, a Director, is a member of Phillips, Gardill, Kaiser & Altmeyer, PLLC, which serves as the Corporation’s primary outside legal counsel and its General Counsel, as the Corporation does not maintain an internal legal staff. Fees aggregating $1,826,857 were paid to the law firm for legal services rendered to the Corporation and its affiliates during the year, which amount represented approximately 47% of the total amount paid to all law firms retained in 2022. The Audit Committee does review and approve the engagement letter of the firm each year under the Corporation’s Related Party Transaction Policy.

Several directors have been appointed to the Board and subsequently nominated for election pursuant to acquisition and merger-related agreements. Ms. Feinknopf and Mr. McCamic were appointed to the Board pursuant to the merger agreement with American Bancorporation. D. Bruce Knox was appointed to the Board pursuant to the merger agreement with Oak Hill Financial, Inc. Mr. Libs and Mr. Stemler were appointed to the Board pursuant to the merger agreement with Your Community Bankshares, Inc. (“YCB”). Under the terms of each of the agreements, the Corporation agreed to include them as recommended nominees until each served at least a full three-year term, which obligations have been met as to all such directors. Michael J. Crawford was appointed to the Board pursuant to the merger agreement with Farmers Capital Bank Corporation (“Farmers”). Under the terms of the merger agreement with Farmers, the Corporation has agreed to include Mr. Crawford as a recommended nominee until he has served at least a full three-year term, which obligation has been met. James W. Cornelsen and Gregory S. Proctor, Jr. were appointed to the Board pursuant to the merger agreement with Old Line Bancshares, Inc. (“OLB”). Under the terms of the merger agreement with OLB, the Corporation has agreed to include Mr. Cornelsen and Mr. Proctor as recommended nominees until they have served at least full three year terms.

The brother of Jonathan D. Dargusch, Executive Vice President – Wealth Management, an executive officer of the Corporation who retired as of December 31, 2022, is an equity member in Henderson Partners, LLC from which the Corporation leased a new branch site pursuant to a lease dated March 13, 2013. The lease commenced upon completion of the construction on or about May 3, 2014 and has a ten-year term with two five-year renewal periods for a total of 20 years. Mr. Dargusch’s brother, William D. Dargusch, serves as the manager of the development in which the full-service branch is located. Annual rent under the lease is as follows: the 1st five years the rent is $126,000 per year, for the 2nd five years the rent is $136,500 per year, for the 3rd five years the rent is $150,150 per year and for the last five years the rent is $165,165 per year. The rent payable on the lease for 2022 was $165,534, which included other lessee expenses under the terms of the lease.

Policies and Procedures for Approval of Related Party Transactions

The Corporation recognizes that related party transactions can present potential or actual conflicts of interest and create the appearance that corporate decisions are based on considerations other than the best interests of the Corporation and its stockholders. Therefore, the Board of Directors has adopted a formal, written policy with respect to related party transactions.

For the purpose of the policy, a “related party transaction” is a transaction in which the Corporation participates and in which any related party has a direct or indirect material interest, other than (i) transactions

available to all employees or customers generally, (ii) transactions involving less than $120,000 when aggregated with all similar transactions, or (iii) loans made by the Bank in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and not involving more than the normal risk of collectability or presenting other unfavorable features.

Under the policy, any related party transaction must be reported to the Audit Committee and may be consummated or may continue only (i) if the Audit Committee, or Chairman thereof acting between meetings, approves or ratifies such transaction and if the transaction is on terms comparable to those that could be obtained in arm’s length dealing with an unrelated third party, (ii) if the transaction involves compensation that has been approved by the Compensation Committee, or (iii) if the transaction has been approved by the disinterested members of the Board of Directors. The Audit Committee may approve or ratify the related party transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in the best interests of the Corporation.

The current policy was formalized and adopted in February 2007, and subsequently revised on August 7, 2008. The Policy is reviewed annually by the Board of Directors and was last approved on February 23, 2023. All related party transactions which were required to be reported in this Proxy Statement were approved by either the Audit Committee or the Compensation Committee of the Board of Directors.

Election of Directors

The Board of Directors of the Corporation is divided into three classes, as nearly equal in number as the numerical membership of the Board will permit, the members of such classes to serve staggered terms of three years each. The Bylaws permit the Board to determine each year the number of Directors with a minimum of fifteen and a maximum of thirty-five, and the Board of Directors has determined that the Board shall consist of seventeen members for the year 2023, and has fixed the number of Directors to be elected to the Board of Directors at the forthcoming meeting at six persons, all to serve for a term of three years which will expire at the annual stockholders meeting in 2026.

The Corporation and its banking subsidiary, the Bank, maintain separate boards, but the directors of the Corporation also serve as directors of the Bank.

There are no family relationships among the directors, nominees, or executive officers of the Corporation, except that Abigail M. Feinknopf is the sister of Jay T. McCamic.

Director Independence

A majority of the Corporation’s directors are independent as defined in Nasdaq Global Select Market (“Nasdaq”) listing standards. The Board has determined that all of the directors and nominees are independent, as that term is defined under the Nasdaq definition, except for Todd F. Clossin, Denise Knouse-Snyder and James W. Cornelsen. The current independence ratio of the Board directors is 82%, and if all of the nominees are elected, the director independence ratio of the Board will remain at 82%.

Director Diversity and Matrix

The Board meets the diversity requirements of the Board Diversity Rule of Nasdaq. There are 5 members of the Board who self-identify as diverse individuals representing 29% of the Board. If all of the nominees are elected to the Board, the diversity of the Board directors would stay the same with 5 of 17 directors identifying as diverse individuals, which would be 29% of the Board directors.


Board Diversity Matrix (as of February 15, 2023)¹
Total Number of Directors



	Female		Male		Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors and Nominees		4		13
Part II: Demographic Background
African American or Black		1		1
White		3		12

¹	Assuming all nominees are elected.

Accordingly, the following persons have been nominated for election to the Board:

Nominees

A. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2026.


Name	Age		Year First Elected Director	Position
Todd F. Clossin		61	2014	Director, President & CEO
Michael J. Crawford		67	2018	Director
Abigail M. Feinknopf		55	2002	Director
Denise Knouse-Snyder		52	2016	Director
Jay T. McCamic		67	2003	Director
F. Eric Nelson, Jr.		62	2007	Director

Additional Information

For each director named above, the particular experience, qualifications, attributes, or skills that led the Board to conclude that he or she should serve as a director are as follows:

LOGO

TODD F. CLOSSIN has served as a member of the Board of Directors of the Corporation since 2014. He is currently President and Chief Executive Officer of the Corporation. Mr. Clossin is also a member of the Executive Committee of the Board, the Enterprise Risk Management Committee, the Marketing Committee, the Personnel and Post Retirement Committee, the Asset/Liability Management Committee, the Disclosure Committee of the Corporation and the Compliance Committee of the Bank. Mr. Clossin formerly served as Executive Vice President and Chief Administrative Officer for Fifth Third Bank. At Fifth Third, Mr. Clossin served in many retail and commercial capacities and was most recently responsible for strategic planning, marketing, customer experience, distribution strategies, sourcing, facilities, sustainability, social media, and analytics. His career with Fifth Third also included serving as President and Chief Executive Officer, Fifth Third Bank Midwest and Midsouth Regions from 2010 to 2011, President and Chief Executive Officer, Fifth Third Bank Midwest and Florida Regions from 2009 to 2010, President and Chief Executive Officer, Fifth Third Bank Midwest Region from 2006 to 2009, President and Chief Executive Officer, Fifth Third Bank North Ohio Region from 2005 to 2006 and President and Chief Executive Officer, Fifth Third Bank Tennessee from 2002 to 2005. In his 38 year banking career, Mr. Clossin also served in various capacities with Key Bank and Society Bank in Columbus, Dayton, Cleveland, and Canton. Mr. Clossin is a graduate of Mount Union College where he received a B.A. in Business Administration and a graduate of Akron University where he received an MBA. He is also a graduate of the Darden School of Business Advanced Commercial Lending Program, Weatherhead School of Business Executive Leadership Program, Center of Creative Leadership’s Leadership at the Peak Program and Stanford University’s Strategy and Organization Program. Mr. Clossin’s experience in banking and especially in many of the markets in which the Corporation operates, make him qualified to serve on the Board of Directors of the Corporation.

LOGO

MICHAEL J. CRAWFORD has served as a member of the Board of Directors of the Corporation since August 20, 2018. He also serves on the Audit Committee, Insurance Committee, which he chairs, and Personnel and Post Retirement Committee. He served as a Director of Farmers and United Bank & Capital Trust Company from 2010 to August 2018, and was Chairman of the Board of Directors of Citizens Bank of Northern Kentucky. Mr. Crawford currently serves as Senior Vice President of AssuredPartners of Kentucky and formerly served as Managing Director from 2012 to 2019. Mr. Crawford was President and Director of Crawford Insurance, a life, health, individual and commercial insurance agency from 1995 until October of 2012 when the business was acquired by AssuredPartners. Mr. Crawford brings extensive risk management skills and general business experience to our Board through his career of selling and providing comprehensive insurance to his clients and managing an insurance company. Mr. Crawford was also instrumental in forming a successful de-novo bank in 1993, which Farmers acquired 12 years later.

LOGO

ABIGAIL M. FEINKNOPF has served as a member of the Board of Directors of the Corporation since March 1, 2002. She currently serves on the Marketing Committee of the Corporation and the Loan Review Committee of the Bank. Ms. Feinknopf has extensive marketing experience in the Columbus, Ohio market, having served for years in a marketing and business development role in the Ohio architectural industry, representing Karlsberger Companies. She continues to provide marketing and business development consultation to Feinknopf Photography, also based in Columbus. Ms. Feinknopf is an artist and designer and operates her own commission-based studio. She graduated from West Virginia University with a B.A. in English and also attended Capital University in Columbus, Ohio. She also represents significant share ownership and has prior bank board experience, having served on the Board of American Bancorporation and its wholly owned subsidiary, Wheeling National Bank. Her marketing background and experience, together with her stockholder interest and her knowledge of a key market in which the Corporation operates, Columbus, Ohio, make her a valuable member of our Board of Directors and qualified to serve.

LOGO

DENISE KNOUSE-SNYDER has served as a member of the Board of Directors of the Corporation since April 20, 2016. She currently serves as a member of the Executive Committee and Asset/Liability Management Committee of the Corporation and the Executive Loan Committee of the Bank. She is a resident of the Wheeling, West Virginia, area. Ms. Knouse-Snyder, an attorney, is currently a member of the law firm of Phillips, Gardill, Kaiser & Altmeyer, PLLC in Wheeling, West Virginia, and has served in that capacity from 2000 to the present. She formerly served as an associate attorney with the firm from 1995 to 2000. She has extensive experience with structuring, drafting, and negotiating commercial transactions and loans, acquisitions and workouts for financial institutions, business entities and individuals. The focus of her current practice includes financial services litigation, commercial and banking law, creditors’ rights, and bankruptcy law. She is a member of the West Virginia State Bar, is admitted to practice before the United States District Court, Northern and Southern Districts, United States Tax Court, United States Court of Appeals for the Fourth Circuit, various Circuit Courts in West Virginia, and the West Virginia Supreme Court of Appeals. She has served in various bar association capacities for the Ohio County Bar Association and the West Virginia State Bar and is a member of the American Bar Association. She also is a member of the West Virginia Bankruptcy Bar. She currently serves as a member of the Board of Directors of the Easter Seal Rehabilitation Center, Inc. located in Wheeling, West Virginia. She has an undergraduate degree from West Virginia University in accounting and is a graduate of the West Virginia University College of Law with a juris doctor degree in 1995 and was a member of the Order of the Coif. Her extensive experience in structuring, drafting, and negotiating commercial transactions for Wesbanco for the last 28 years is an invaluable skill and knowledge base for the Board of Directors as is her regulatory and legal expertise.

LOGO

JAY T. McCAMIC has served as a member of the Board of Directors of the Corporation since January 1, 2003 and is a member and Chairman of the Compensation Committee, and the Nominating Committee of the Corporation, and the Loan Review Committee, and the Trust Committee of the Bank. He is a lawyer and owner of McCamic Law Firm, PLLC. Mr. McCamic is a graduate of the University of North Carolina and obtained his Doctor of Jurisprudence from West Virginia University College of Law. He is a member of numerous professional organizations and has actively practiced law for approximately 38 years. He has focused primarily on litigation and practices both in Pennsylvania and in West Virginia. He has had a wide variety of experience in both civil and criminal legal matters including becoming designated as a “learned counsel” in federal capital cases. Mr. McCamic has prior bank board experience, having served on the Board of Directors of American Bancorporation and its wholly owned subsidiary, Wheeling National Bank. Mr. McCamic represents significant share ownership and his legal background and training provide him with an excellent framework within which to offer advice and counsel in a highly regulated industry. Mr. McCamic’s work causes him to travel extensively in representing clients in multiple jurisdictions; therefore, providing valuable insight in economic trends and conditions in numerous markets. Mr. McCamic brings a stockholder perspective based on his representation of significant share ownership interests, a professional practitioner’s perspective on the regulatory environment within which the Corporation operates and numerous years of bank board experience which make him a valuable member of our Board of Directors and qualified to serve.

LOGO

F. ERIC NELSON, JR. has served as a member of the Board of Directors of the Corporation since April 18, 2007. He also serves as a member of the Enterprise Risk Management Committee of the Corporation and is a member and Chairman of the Loan Review Committee of the Bank. Mr. Nelson is a member of the Senate in the West Virginia Legislature where he is the current Chairman of the Pension Committee. Mr. Nelson has been President of Nelson Enterprises, Inc., a privately-owned investment company in Charleston, West Virginia, since 2005, and was general partner of Mountaineer Capital, LP, a venture capital firm from 2000 to 2007. Mr. Nelson has a degree in Business Administration and Accounting from Washington and Lee University and is the former Treasurer of City Holding Company and a former member of the executive management team of City Holding Company where he exercised direct responsibility for asset liability management, investment portfolio management and a broker/dealer subsidiary. In addition, the closely held family company which he currently operates, Nelson Enterprises, is a diversified investment company focusing on real estate, natural resources, money management and entrepreneurial activity in the Appalachian Region. Mr. Nelson brings experience as a former executive officer with another financial institution, extensive experience in investment management and analysis and a current perspective on economic activity in Charleston and in West Virginia in general, a key market within which the Corporation operates. Given his extensive banking background, his financial analytical skills and perspective on economic development initiatives in West Virginia, and his public service, Mr. Nelson is a valuable member of our Board and qualified to serve.

Continuing Directors

In addition to the foregoing nominees, the following persons presently are serving as members of the Board of Directors:

A. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2024.


Name	Age		Year First Elected Director		Position
James W. Cornelsen		68		2019	Director
Robert J. Fitzsimmons		44		2018	Director
D. Bruce Knox		62		2007	Director
Gary L. Libs		71		2016	Director
Reed J. Tanner		69		1996	Director

Additional Information

For each director named above, the particular experience, qualifications, attributes, or skills that led the Board to conclude that he or she should serve as a director are as follows:

LOGO

JAMES W. CORNELSEN has served as a member of the Board of Directors of the Corporation since November 22, 2019 and also serves as the Chairman of the Mid-Atlantic Market for the Corporation and the Bank since such date. He also serves on the Executive Loan Committee of the Bank. He formerly served as President and Chief Executive Officer of Old Line Bancshares and was a member of the Board of Directors since its incorporation in April of 2003. He joined Old Line Bank as President and Chief Executive Officer and became a member of its Board of Directors in 1994. He has served as Chairman of the Loan Committee and the Assets and Liability Committee and has over 43 years of commercial banking experience. Prior to joining Old Line Bank, he served in many capacities during his 15 years with Citizens Bank of Maryland. Mr. Cornelsen serves on the Board of Directors of the Maryland Bankers Association, Atlantic Community Bankers Bank, the Maryland Chamber of Commerce, the Greater Washington Board of Trade, United Way of the National Capital Area, Junior Achievement of Greater Washington, The Foundation Schools, Maryland Humanities Council, Maryland Theatre for the Performing Arts, Greater Prince George’s Business Roundtable and FIS Global CEO Strategic Planning Advisory Council. In addition, Mr. Cornelsen previously served as the Chairman of the Board of Directors of the Prince George’s County Chamber of Commerce and as the Chairman of the Board of Trustees of St. Mary’s Ryken High School. He has also served on the American Bankers Association Community Bankers Council, the American Bankers Association Administrative Committee, and the American Bankers Association Board of Directors for the Board of Economic Growth. Mr. Cornelsen’s years of banking experience and proven leadership in the success of these companies combined with his leadership skills qualifies him to serve.

LOGO

ROBERT J. FITZSIMMONS has served as a member of the Board of Directors of the Corporation since April 18, 2018. He is a lawyer and a member of the Fitzsimmons Law Firm, PLLC since May of 2004. He currently serves as a member of the Insurance Committee of the Corporation. He also is a member in RCK1 Group, LLC, the owner, and operator of two local radio stations and a member in BOT, LLC the owner and manager of a commercial office building. He previously served as a West Virginia State Senator from January 2013 through 2015. He also has prior public company experience, having served as a director of First West Virginia Bancorp., a West Virginia bank holding company from May of 2014 until February of 2018. Mr. Fitzsimmons is a graduate of Washington University with a B.S. degree in Biomedical Engineering and is a graduate of Wake Forest University College of Law with a Juris Doctor degree. Mr. Fitzsimmons has prior bank board experience, prior public company experience, represents a significant family shareholder and customer relationship and has both a legal and public service background, all of which makes him qualified to serve.

LOGO

D. BRUCE KNOX has served as a member of the Board of Directors of the Corporation since November 30, 2007. He currently serves as a member of the Audit Committee, the Nominating Committee, the Personnel and Post Retirement Committee and the Insurance Committee of the Corporation. Mr. Knox formerly served as Executive Vice President of Oak Hill Banks from December 2007 to May 2008. He also previously served as Executive Vice President of Oak Hill Financial, Inc. from January 2005 to December 2007 and Chief Information Officer from January 2000 to December 2007. Mr. Knox has approximately 26 years of banking experience centered principally in operations, data processing and asset liability management. His extensive experience in information technology and service as a chief information officer for a regional banking corporation make him uniquely suited to offer advice and counsel on strategic direction in information technology. He has been instrumental in providing advice to the Corporation on its technology initiatives and in expanding its internet banking products. Mr. Knox’s extensive experiences in banking and information technology make him a valuable member of our Board of Directors and qualify him to serve.

LOGO

GARY L. LIBS has served as a member of the Board of Directors of the Corporation since September 9, 2016. He currently serves as a member of the Executive Committee. He previously served as Chairman of the Board of Directors of YCB from May of 2011 until its merger with the Corporation on September 9, 2016. He served as Vice Chairman of the Board of Directors from May 2002 until May 2011. He also served as a Director (since 1989) and Chairman of the Board (from May 2002 until May 2011) of Your Community Bank. He is Chairman of Libs Paving Co., and previously served as President and Chief Executive Officer in Floyds Knobs, Indiana, since 1972, and President and Chief Executive Officer of Asphalt Supply Co. in Jeffersonville, Indiana, since 1992. As President and Chief Executive Officer of his own businesses, Mr. Libs has extensive leadership, financial, and operational experience. Mr. Libs has a good understanding of compensation evaluation. He has been a part of Libs Paving for 50 years and brings that experience to the Corporation. Mr. Libs’ experience in the preparation, analysis and evaluation of financial statements and understanding of internal controls and procedures for financial reporting strengthens the Board’s collective qualifications, skills, and experience.

LOGO

REED J. TANNER has served as a member of the Board of Directors of the Corporation since December 30, 1996. Mr. Tanner currently serves as Chairman, and member of the Audit Committee, and is a member of the Executive Committee, Compensation Committee, Disclosure Committee, and Enterprise Risk Management Committee. Mr. Tanner is a Certified Public Accountant (retired) and is our designated financial expert on the Audit Committee. He is a former member of Suttle & Stalnaker, PLLC into which RTanner Associates, PLLC was merged. He was a member of RTanner Associates, PLLC, and with the firm Dixon Hughes, PLLC and predecessor accounting firms. Mr. Tanner is also a former member and past president of the West Virginia Board of Accountancy. Mr. Tanner is a graduate of Northwestern University and West Virginia University and is a Certified Public Accountant (retired). Mr. Tanner has prior bank board experience having served on the Board of Vandalia National Corporation and its wholly owned subsidiary, The National Bank of West Virginia. Mr. Tanner provides significant expertise and experience to the Audit Committee and his familiarity with accounting principles and standards provide valuable insight and advice to the Board of Directors and its Audit Committee. Mr. Tanner also has considerable business experience, having worked in the public accounting profession for a significant number of years and, therefore, serves in an important advisory role to the Board. Given Mr. Tanner’s financial expertise and background and his ability to navigate a strict regulatory environment, Mr. Tanner is a valuable member of our Board of Directors and qualified to serve.

B. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2025.

Name

Age

Year First Elected Director

Position

Rosie Allen-Herring

2022

Director

Christopher V. Criss

SEC Form DEF 14A filed by WesBanco Inc.