DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washin

gton

, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendm

ent

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 all boxes that apply):


☑		No fee required

☐		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 9, 2023

Dear Stockholder:

We cordially invite you to attend the 2023 Annual Meeting of Stockholders of Northwest Bancshares, Inc., the parent company of Northwest Bank. The Annual Meeting will be held virtually at 11:00 a.m., Eastern Time on April 19, 2023. You will be able to access the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2023.

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. 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 three directors, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2023, the consideration of an advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement and the consideration of an advisory, non-binding proposal with respect to the frequency that stockholders will vote on our executive compensation.

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 and for the “1 YEAR” option with respect to the frequency that stockholder will vote on our executive compensation.

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 2022 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 via the Internet, mobile or by phone. 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, mobile or by phone 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/ Louis J. Torchio

Louis J. Torchio

President and Chief Executive Officer

NORTHWEST BANCSHARES, INC.

3 Easton Oval, Suite 500

Columbus, Ohio 43219

(800) 859-1000

NOTICE OF

2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On April 19, 2023

Notice is hereby given that the 2023 Annual Meeting of Stockholders of Northwest Bancshares, Inc. will be held virtually on April 19, 2023 at 11:00 a.m., Eastern Time. You will be able to access the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2023.

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 three directors;

The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2023;

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

An advisory, non-binding proposal with respect to the frequency that stockholders will vote on our executive compensation; 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 17, 2023, 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, MOBILE OR PHONE 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 9, 2023

NORTHWEST BANCSHARES, INC.

TABLE OF CONTENTS


2023 ANNUAL MEETING OF STOCKHOLDERS			1

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF			1

REVOCATION OF PROXIES			2

PROPOSAL 1 — ELECTION OF DIRECTORS			3
Directors and Nominees			5
Executive Officers who are not Directors			7
Board Diversity			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			12
Audit Committee Report			12
Section 16(a) Beneficial Ownership Reporting Compliance			13
Compensation Committee Interlocks and Insider Participation			13
Compensation Committee Report			13
Compensation Discussion and Analysis			13
Executive Compensation			20
Pay Versus Performance			26
Defined Benefit Plan			30
Supplemental Executive Retirement Plan			30
Employment Agreements/Change in Control Agreements			31
Potential Payments to Named Executive Officers			32
Life Insurance Coverage			34
Director Compensation			35
Transactions with Certain Related Persons			38

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			39

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			40

PROPOSAL 4 — ADVISORY VOTE ON FREQUENCY OF FUTURE “SAY-ON-PAY” ADVISORY VOTES			40

ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING			41

STOCKHOLDER PROPOSALS			42

NOTICE OF A SOLICITATION OF PROXIES IN SUPPORT OF DIRECTOR NOMINEES OTHER THAN THE COMPANY’S NOMINEES			42

OTHER MATTERS			42

MISCELLANEOUS			42

ONLINE DELIVERY OF PROXY AND OTHER MATERIALS			42

HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS			43

Proxy Statement

NORTHWEST BANCSHARES, INC.

3 Easton Oval, Suite 500

Columbus, Ohio 43219

(800) 859-1000

2023 ANNUAL MEETING OF STOCKHOLDERS

April 19, 2023

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 2023 Annual Meeting of Stockholders of Northwest Bancshares, Inc., which will be held virtually on April 19, 2023, 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 10, 2023. You will be able to access the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2023.

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 17, 2023 are entitled to one vote for each share then held. As of February 17, 2023, there were 127,048,193 shares of common stock issued and outstanding. The virtual presence 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 advisory, non-binding proposal with respect to the frequency that stockholders will vote on our executive compensation, a stockholder may: (i) select that stockholders consider the proposal every “1 YEAR”; (ii) select that stockholders consider the proposal every “2 YEARS”; (iii) select that stockholders consider the proposal every “3 YEARS”; or (iv) ”ABSTAIN” from voting on the proposal. Generally, approval of any matter presented to stockholders requires the affirmative vote of a majority of the votes cast. However, because this vote is advisory and non-binding, if none of the frequency options receive a majority of the votes cast, the option receiving the greatest number of votes will be considered the frequency recommended by Northwest Bancshares, Inc.’s stockholders. Even though this vote 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, the Board of Directors will take into account the outcome of this vote in making a determination on the frequency that advisory votes on executive compensation will be included in our proxy statements.

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 via the Internet, mobile or phone. 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 10, 2023.

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 17, 2023, 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		18,230,750		14.4	%
The Vanguard Group (3) 100 Vanguard Boulevard Malvern, Pennsylvania 19355		15,038,187		11.8	%
Dimensional Fund Advisors LP (4) Building One 6300 Bee Cave Road Austin, Texas 78746		8,980,018		7.1	%
State Street Corporation (5) State Street Financial Center 1 Lincoln Street Boston, Massachusetts 02111		7,453,831		5.9	%

(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 13 to Schedule 13G/A, as filed with the Securities and Exchange Commission on January 23, 2023.

(3)	As disclosed in Amendment 12 to Schedule 13G/A, as filed with the Securities and Exchange Commission on February 9, 2023.

(4)	As disclosed in Amendment 8 to Schedule 13G/A, as filed with the Securities and Exchange Commission on February 10, 2023.

(5)	As disclosed in Schedule 13G, as filed with the Securities and Exchange Commission on January 31, 2023.

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 via the Internet, mobile or phone 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 and for the “1 YEAR” option with respect to the frequency that stockholder will vote on our executive compensation.

Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Northwest Bancshares, Inc., Richard K. Laws, at 3 Easton Oval, Suite 500, Columbus, Ohio 43219, or by returning a duly executed proxy bearing a later date by mail, or voting on a later date via the Internet, mobile or phone, 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 11 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. Three 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 Pablo A. Vegas, Louis J. Torchio and William W. Harvey, Jr. to serve as directors for three-year terms. Each individual is currently a member of the Board of Directors.

The table below sets forth certain information regarding our nominees and the composition of our Board of Directors as of February 17, 2023 (with age information as of December 31, 2022), 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 17, 2023. 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
Pablo A. Vegas		49		Director		2022		2023		3,746	(3)		*
Louis J. Torchio		60		President, Chief Executive Officer and Director		2022		2023		60,220	(4)		*
William W. Harvey, Jr.		56		Senior Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director		2022		2023		250,853	(5)		*
DIRECTORS CONTINUING IN OFFICE
Deborah J. Chadsey		65		Director		2012		2024		78,404	(6)		*
Wilbur R. Davis		68		Director		2020		2024		121,406	(7)		*
Timothy M. Hunter		60		Director		2015		2024		159,074	(8)		*
David M. Tullio		57		Director		2020		2024		17,826	(9)		*
Robert M. Campana		63		Director		2015		2025		72,588	(10)		*
Timothy B. Fannin		69		Chairman of the Board		2013		2025		47,661	(11)		*
John P. Meegan		63		Director		2010		2025		118,204	(12)		*
Mark A. Paup		57		Director		2016		2025		70,703	(13)		*
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
John J. Golding		59		Senior Executive Vice President, Consumer Banking		N/A		N/A		78,511	(14)		*
Mark T. Reitzes		62		Senior Executive Vice President, Commercial Banking		N/A		N/A		56,636	(15)		*
Scott J. Watson		56		Executive Vice President, Chief Information Officer		N/A		N/A		28,644	(16)		*
All directors, nominees and executive officers as a group (16 persons) (17)										1,350,719	(18)		1.1	%
										(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 no options to purchase 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 24,590 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 40,006 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 44,108 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 2,880 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 30,428 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 2,880 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 24,668 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 19,628 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 29,708 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 34,438 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 31,814 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 9,595 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 14,051 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(17)	Includes directors Sonia M. Probst and William F. McKnight, who are retiring, effective at the Annual Meeting.

(18)	Includes options to purchase 384,210 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.

Robert M. Campana is Chief Executive Officer of Campana Development, a real estate development company, and Chief Executive Officer of Campana Capital, a venture capital 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, 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. She has been on the Northwest 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 and the United States Supreme Court. 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 East Central Region 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.

William W. Harvey, Jr. has been employed by Northwest since 1996, most recently serving as Senior Executive Vice President, Chief Operating Officer 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, 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. Mr. Harvey’s long and successful career with the company and vast experience with all facets of its operations as well as his involvement in shareholder relations, strategic planning and mergers and acquisitions make him well qualified to be our Chief Operating Officer as well as our Chief Financial Officer and a member of the Board of Directors.

Timothy M. Hunter has been President and Chief Executive Officer of McInnes Rolled Rings in Erie, Pennsylvania, since 2003. He has served on the Board of the Erie Regional Chamber and Growth Partnership. 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.

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 headquartered in Bradford, Pennsylvania. He is also the President and Director for Northern Lights Enterprises located in Wellsville, New York. 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 began in 1994. He is a member of the Board of Directors of ZIPCORP, as well as serves as Chairman of Classic Zippo (Beijing) Commercial Co., Ltd. and Zippo Asia, Ltd. Additionally, he serves as President and Director of Zippo International Inc. Mr. Paup has been a member of Northwest Bank’s McKean County Advisory Board since 2010. In 2022, Mark was named to the board of directors for The Philo and Sarah Blaisdell Foundation located in Bradford. His other community commitments include Bradford Area Alliance which is led by regional CEOs who strive to improve economic development in McKean County, Neighborhood Partnership Program for revitalization of the Bradford, Pennsylvania community, and the University of Pittsburgh of Bradford Advisory Board. Mr. Paup’s extensive experience in the areas of sales, marketing, and strategic planning assist the Board in its oversight of Northwest’s organic growth initiatives and strategic direction.

Louis J. Torchio was appointed as President and Chief Executive Officer of both Northwest Bancshares, Inc. and Northwest Bank and as a member of the Boards of Directors of both entities in August 2022. He joined Northwest in 2018, most recently serving as Senior Executive Vice President, Retail Lending. Prior to Northwest, Mr. Torchio served as Senior Vice President of Residential and Consumer Lending at Delaware County Bank. Active in both his community and profession, Mr. Torchio formerly held various community board positions, as well as senior management and executive committee positions at several large regional and community banking organizations. Mr. Torchio is a demonstrated leader and manager with extensive experience building organizations through both organic practice and strategic acquisitions. He holds a Bachelor of Science in business administration with a minor in computer programming from Fairmont State University, as well as an MBA in finance and financial management services from Franklin University. Mr. Torchio’s vast experience at both large and small institutions provides the breadth of knowledge needed to both lead the Company and be a member of its Board of Directors.

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 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 President and Chief Executive Officer of ERCOT, headquartered in Austin, Texas. He has a long history of service in the electric and gas industries as well as in management consulting. Prior to ERCOT, Mr. Vegas was Executive Vice President, Chief Operating Officer and President of Utilities for NiSource, Inc. Mr. Vegas has served in several roles, including Chief Customer Officer, Executive Vice President Gas Segment and President of the Columbia Gas Group with NiSource. Prior to 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, PwC and Andersen Consulting. Mr. Vegas is the past-Chairman for One Columbus and also served 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 profit and loss 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. Torchio and Mr. Harvey, is set forth below.

John J. Golding has been employed by Northwest since 2016, most recently as Senior Executive Vice President, Consumer 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, 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. Prior to First Niagara Bank, Mr. Golding worked for Wachovia Bank where he held several senior leadership positions in Mortgage, Business and Retail Banking. 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 since 2019, most recently as Senior Executive Vice President, Commercial Banking. Prior to joining Northwest, 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.

Scott J. Watson has been employed by Northwest since 2019, most recently as Executive Vice President, Chief Information Officer. Mr. Watson has an extensive and deep 30 year career in bank information technology and operations. Prior to joining Northwest, Mr. Watson served as Senior Vice President, Chief Information Officer with Cape Cod Five, Orleans, Massachusetts. Mr. Watson has also served in various leadership positions with USAA, Wells Fargo, and Wachovia. Mr. Watson holds a BA degree in Business Administration from Kent State University and is a graduate from the CBA Executive Banking School.

Board Diversity

The following table provides the diversity statistics of Northwest Bancshares, Inc.’s Board of Directors as of December 31, 2022. The information provided below was based on voluntary information self-identified by each member of the Board of Directors.


Board diversity matrix
Total Number of Directors		11
	Female		Male
Part I: Gender identity
Directors		1		10
Part II: Demographic background
Hispanic or Latinx		—		1
White		1		9

Board Independence

The Board of Directors has determined that Directors Campana, Chadsey, Davis, Fannin, Hunter, McKnight, Meegan, Paup, Probst, Tullio and Vegas are, “independent” within the meaning of the Nasdaq corporate governance listing standards. Mr. Torchio and Mr. Harvey are not independent by virtue of being employees of the Company.

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 Meegan has a credit card. Director Paup has a residential mortgage and home equity loans. Director Tullio has 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, Paup and Tullio.

Board Leadership Structure and Oversight

A key responsibility of the Board of Directors 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 at least 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. All board 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, Risk Management and Trust Committees. During the year ended December 31, 2022, the Board of Directors of Northwest Bancshares, Inc. met at 12 regular meetings and held three special meetings that were conducted either in-person or by way of video conferencing. 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 Audit, Compensation and Nominating and Corporate Governance Committees as of January 1, 2023. Directors Sonia M. Probst and William F. McKnight are retiring, effective at the Annual Meeting.

Director

Audit
Committee

Compensation
Committee

Nominating and Corporate
Governance Committee

Robert M. Campana

Deborah J. Chadsey

Wilbur R. Davis

Timothy B. Fannin

Timothy M. Hunter

William F. McKnight

John P. Meegan

Mark A. Paup

Sonia M. Probst

David M. Tullio

Pablo A. Vegas

*	Denotes Chairperson.

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

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 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.

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 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 2022, the Compensation Committee elected to utilize Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent executive compensation consulting firm, for an independent review of director and executive officer compensation, including benefits and equity awards. For the year ended December 31, 2022, we incurred $148,000 of fees for their compensation consulting services.

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.

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 2022 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 2024 Annual Meeting of Stockholders, is no later than September 6, 2023.

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, except for one, 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, 2022;

•

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, 2022 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, 2022.

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, 2022, 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 ($)		Interest rate (%)		Principal balance 12/31 ($)		Principal paid 01/01 to 12/31 ($)		Interest paid 01/01 to 12/31 ($)
Robert M. Campana		Director	Home equity line of credit		884,325		7.240		697,250		1,386,482		25,367
Robert M. Campana		Director	Mortgage loan		219,739		1.750		191,384		30,956		3,598
Robert M. Campana		Director	Mortgage loan to family member		355,943		3.750		347,614		8,329		13,206

During the year ended December 31, 2022, (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

This discussion does not include information with respect to former President and CEO, Ronald J. Seiffert, as Mr. Seiffert passed away May 24, 2022, and information with respect to payments made in connection with his passing are reflected in the Summary Compensation Table and the footnotes thereto.

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 2022, the Compensation Committee retained 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;

•

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 2022 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 2022 consisted of market-based salary and performance-based annual cash bonuses, as well as restricted stock units and performance based stock unit 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, efficiency ratio and loan 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. Torchio, Harvey, Golding and Reitzes 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 2022. 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, 2022, 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.

On an annual basis, with assistance from Pearl Meyer, the company conducts a benchmarking and peer group exercise with the Compensation Committee. In December 2022, Pearl Meyer presented a review of the Company’s peer group using publicly traded U.S. banks with assets as of December 31, 2022 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 2022 peer group. The Compensation Committee reviewed, among other things, each peer company’s asset size, earnings, portfolio mix, 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. In 2022, several banks were removed either due to merger and acquisition activity or for dissimilar business model reasons. 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 82% 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, experience, 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, 2022, and their actual base salaries, were as follows:


Executive Officer	Market median		Actual base salary
Louis J. Torchio	$	834,000		800,000
William W. Harvey, Jr.		598,000		700,000
John J. Golding		371,000		371,315
Mark T. Reitzes		371,000		371,315
Scott J. Watson		373,000		371,315

Increases in base salaries for our Named Executive Officers were based on their position and performance rating, as determined by the Board, among various ratings ranging from did not meet expectations to consistently exceeds expectations. As of April 1, 2022, each executive was deemed to have performed above expectations or consistently exceeded expectations.

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 as well as a comparison against a predetermined peer group. For the year ended December 31, 2022, 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, 2022 were: return on average assets, return on average equity, efficiency ratio, and loan growth. Individual performance ratings also are considered when determining the actual payout amount. 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 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 13.8% of base salary, the target level (Target) resulting in cash incentive payments of up to 55% of base salary and the highest level (Maximum) resulting in cash incentive payments up to 82.5% of base salary based on role. The performance targets which could result in maximum cash incentive payments of 13.8%, 55% and 82.5% of base salary, respectively, are as follows:


	Bonus level under Annual Performance Award Plan
Performance measure	Weighting			Threshold			Target			Maximum
Return on Average Assets		25	%		0.60	%		1.19	%		1.33	%
Return on Average Equity		25	%		5.40	%		10.79	%		11.54	%
Efficiency Ratio		25	%		66.23	%		57.84	%		54.08	%
Loan Growth		25	%		5.21	%		10.42	%		15.41	%

The target level for bonuses for our Named Executive Officers for the year ended December 31, 2022 (Target in the table below), and their actual bonuses, based upon their most recent performance ratings for the year ended December 31, 2022, were as follows:


	Target bonus					Actual bonus
Executive Officer	Percent			Dollar		Percent			Dollar
Louis J. Torchio		55	%	$	440,000		54.5	%	$	436,000
William W. Harvey, Jr.		50	%		350,000		49.5	%		429,940	*
John J. Golding		40	%		148,526		36.0	%		133,700
Mark T. Reitzes		40	%		148,526		36.0	%		133,700
Scott J. Watson		35	%		129,960		33.1	%		122,900

*	Bonus includes an incremental bonus of $83,440 under the Annual Performance Award Plan for service as the interim CEO.

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, 2022, the Compensation Committee did not exercise discretion or make any adjustments to the overall performance levels achieved.

For 2022, operating results were as follows:


Performance measure	Actual result			Level
Return on Average Assets		0.94	%		Between Threshold and Target
Return on Average Equity		8.80	%		Between Threshold and Target
Efficiency Ratio *		62.10	%		Between Threshold and Target
Loan Growth		9.20	%		Between Threshold and Target

*	Excludes amortization of intangible assets and merger, asset disposition and restructuring expenses (non-GAAP).

Based on the performance measurements reviewed, the Compensation Committee determined that the annual performance award 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 2022 Equity Incentive Plan is to promote the long-term financial success of Northwest Bancshares, Inc. and its subsidiaries, including Northwest Bank, by providing a means to attract, retain and reward individuals who contribute to that success and to further align their interests with those of the Company’s stockholders through the ownership of shares of Company stock.

The 2022 Equity Incentive Plan was approved by stockholders. The intention of the Compensation Committee with respect to the 2022 Equity Incentive Plan is to distribute a total of up to 3,500,000 shares to key employees and directors, with all grants based upon the level of responsibility, performance and market pricing of the roles of those eligible. The Compensation Committee determines which executives will receive stock awards as well as type, size and restrictions on the awards.

In 2022, the Compensation Committee granted long-term incentive compensation that is balanced between retention and forward-looking performance incentives. The Committee granted awards to senior executives that used 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. The grants consisted of two components, weighted as follows:

•

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

The number of units was 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.

Grants of stock awards to an individual are based primarily on the individual’s level of responsibility, their performance, and market pricing for their individual role. Individual performance is evaluated using certain general elements applicable to all employees, including accountability, collaboration, customer experience, mentoring/coaching, and continuous improvement. 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. Torchio – strategic, operational and profitability considerations; Mr. Harvey – strategic, financial records/reporting, administrative, facilities and profitability considerations; Mr. Golding – strategic, consumer banking, administrative and profitability considerations; Mr. Reitzes – strategic, commercial lending, treasury management, administrative and profitability considerations; and Mr. Watson – strategic, information systems, 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 grant value is based off of a percentage of base determined by market and peer group comparisons for each role.

During the year ended December 31, 2022, under the 2022 Equity Incentive Plan, the Compensation Committee granted stock awards to employees, with different amounts given for different roles and levels of responsibility within our organization. Mr. Torchio, Harvey, Golding, Reitzes and Watson were awarded 7,110, 9,016, 6,658, 6,658 and 5,178 restricted stock units, respectively, and 7,110, 9,016, 6,658, 6,658 and 5,178 performance stock units. In addition, Mr. Harvey was awarded an additional 5,230 of restricted stock units during 2022 for his service as interim CEO.

In 2022, the Company awarded a total of 41,206 restricted stock awards (“RSAs”) to the independent directors, which fully vest one year from the grant date, a total of 163,142 restricted stock units (“RSUs”) to certain employees, which vest over a three-year

period with the first vesting occurring one year from the grant date, and a total of 150,027 performance awards (“PSUs”) to certain employees. Under the 2022 plan, 3,074,002 shares remain available for grant. The Key Performance Indicator (KPI) utilized to measure performance relative to the peer group is relative Return on Average Assets (rROAA). The number of PSUs earned at the end of the three-year performance period will be based on the attainment of performance levels, including threshold, target, and maximum, and associated payouts will be established at the beginning of the performance cycle. Threshold performance will be achieved at the 25th percentile of the approved compensation peer group, Target performance at the 50th percentile of the peer group, and Maximum performance is at the 75th percentile of the peer group. At the end of each performance cycle, actual performance and the resulting payouts will be determined. Performance below “threshold” for a given performance measure will result in forfeiture of the respective PSUs; performance at or above “maximum” for a given performance measure will result in payout equal to 150% of the respective target PSUs. Performance between threshold, target, and maximum will be determined using straight line interpolation and rounded up to the nearest whole number of PSUs.

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 members of the 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 their 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.

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/Change in Control Agreements. We have entered into employment agreements with Named Executive Officers Torchio, Harvey, Golding and Reitzes and change in control agreements with certain other executive officers, including Named Executive Officer Watson. Revised agreements were executed for Mr. Torchio based on his new role as President and Chief Executive Officer and Mr. Harvey based on his new role as Chief Operating Officer and Chief Financial Officer. 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 and the change in control agreements are for a one-year period. 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/Change in Control 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”. Employees who have attained age 21 are also eligible to make elective deferrals to our 401(k) plan. Employees are eligible for the Safe Harbor matching contribution on the first day of the month following the month in which 90 days of credited service is completed. We provide matching contributions equal to 100% of an eligible employee’s elective deferrals up to 4% of the employee’s eligible 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 2022 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 77% of the votes cast in favor of the proposal. 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 is occurring at the 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.

Executive Compensation

The following table sets forth, for the three years ended December 31, 2022, certain information as to the total remuneration we paid to Mr. Seiffert, who served as our Chairman of the Board, President and Chief Executive Officer and passed away on May 24, 2022, Mr. Torchio, who currently serves as our President and Chief Executive Officer, Mr. Harvey, who serves as our Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer, and our three other most highly compensated executive officers (our “Named Executive Officers”) at December 31, 2022.


Summary compensation table
Name and principal position	Year		Salary ($)		Bonus ($)		Stock awards ($)(1)		Option awards ($)(2)		Non-equity incentive plan compensation ($)(3)		Change in pension value and nonqualified deferred compensation earnings ($)(4)		All other compensation ($)(5)		Total ($)
Ronald J. Seiffert Served as Chairman of the Board, President and Chief Executive Officer (6)		2022		314,042		—		460,279		—		—		—		27,681		802,002
		2021		805,275		40,264		181,260		15,360		470,800		137,564		38,007		1,688,530
		2020		775,077		29,467		109,238		3,120		457,000		145,802		38,592		1,558,296
Louis J. Torchio President, Chief Executive Officer and Director (6)		2022		529,548		26,477		151,159		—		436,000		13,422		34,285		1,190,891
		2021		375,577		15,023		99,180		9,901		127,000		49,605		46,278		722,564
		2020		336,538		10,096		70,398		2,011		157,500		54,754		23,126		654,423
William W. Harvey, Jr.		2022		643,526		32,176		259,565		—		429,940		—		39,641		1,404,848
Senior Executive Vice President,		2021		484,392		24,220		99,180		9,901		200,200		4,877		42,102		864,872
Chief Operating Officer, Chief Financial Officer and Director (6)		2020		468,408		24,974		70,398		2,011		194,300		281,513		39,329		1,080,933
John J. Golding Senior Executive Vice President, Consumer Banking		2022		367,987		18,399		141,549		—		133,700		—		41,255		702,890
		2021		357,673		17,884		99,180		9,901		119,000		43,065		27,918		674,621
		2020		336,538		16,827		70,398		2,011		115,500		61,423		25,625		628,322
Mark T. Reitzes Senior Executive Vice President, Commercial Banking		2022		367,987		14,719		141,549		—		133,700		20,660		23,233		701,848
		2021		357,673		10,730		99,180		9,901		108,200		52,081		21,282		659,047
		2020		339,231		6,785		35,199		1,006		115,500		50,588		8,130		556,439
Scott J. Watson Executive Vice President, Chief Information Officer		2022		367,987		14,719		110,084		—		122,900		—		22,949		638,639
		2021		357,673		10,730		80,028		7,987		115,000		40,561		21,887		633,866
		2020		347,308		6,946		56,804		1,622		101,500		40,525		17,574		572,279

(footnotes on following page)

(footnotes from previous page)

(1)

Reflects the aggregate grant date fair value of PSUs and RSUs granted in 2022. In 2021 and 2020 , this number reflects restricted stock 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 14(c) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission. For the PSUs, the grant date fair value is based on the achievement at target, as prescribed by ASC Topic 718.

(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 FASB ASC Topic 718. The assumptions used in the valuation of these awards are included in Notes 1(q) and 14(d) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission.

(3)	Reflects the performance-based cash incentive awards under the Annual Performance Award Plan. Mr. Harvey’s amount includes an incremental performance-based cash incentive for his service as interim CEO.

(4)

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, 2022, the discount rate used to value plan benefits increased to 4.99% from 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, Torchio, Harvey, Golding, Reitzes and Watson were decreases of $0, $68,764, $512,354, $73,451, $38,878 and $49,729, respectively. For the year ended December 31, 2021, the discount rate used to value plan benefits increased to 2.75% from 2.39%, which resulted in a decrease in the value of the prior service benefits and for the year ended December 31, 2020, the discount rate decreased to 2.39% from 3.14%.

(5)	The compensation represented by the amounts for 2022 set forth in the Total 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		4,191		11,890		—		27,681
Louis J. Torchio		12,200		5,148		10,888		6,049		34,285
William W. Harvey, Jr.		12,200		4,753		19,852		2,836

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SEC Form DEF 14A filed by Northwest Bancshares Inc.