DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

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

☑		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

NORTHWEST BANCSHARES, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check 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 8, 2024

Dear Shareholder:

We cordially invite you to attend the 2024 Annual Meeting of Shareholders 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 18, 2024. You will be able to access the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2024.

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 shareholders may have.

The business to be conducted at the Annual Meeting includes the election of four directors, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2024 and the consideration of an advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement.

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 shareholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each matter to be considered.

Under rules established by the Securities and Exchange Commission, we sent the majority of those shareholders who are eligible to vote at the Annual Meeting a notice that explains how to access their proxy materials, including our 2023 Annual Report, online, rather than in traditional printed form. The notice also explains the steps our eligible shareholders can follow in order to vote their shares via the Internet, mobile or by phone. If you are among the shareholders 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

2024 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On April 18, 2024

Notice is hereby given that the 2024 Annual Meeting of Shareholders of Northwest Bancshares, Inc. will be held virtually on April 18, 2024 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/NWBI2024.

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 four directors;

The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2024;

An advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement; 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. Shareholders of record at the close of business on February 20, 2024, are the shareholders 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 8, 2024

NORTHWEST BANCSHARES, INC.

TABLE OF CONTENTS


2024 ANNUAL MEETING OF SHAREHOLDERS			1

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF			1

REVOCATION OF PROXIES			2

PROPOSAL 1 — ELECTION OF DIRECTORS			2
Directors and Nominees			5
Executive Officers who are not Directors			7
Board Diversity			7
Board Independence			7
Board Leadership Structure and Oversight			8
Meetings and Committees of the Board of Directors			8
Attendance at Annual Meeting of Shareholders			12
Policy Regarding Majority Voting			12
Code of Ethics			12
Audit Committee Report			12
Delinquent Section 16(a) Reports			13
Compensation Committee Interlocks and Insider Participation			13
Compensation Discussion and Analysis			13
Executive Compensation			23
Pay Versus Performance			28
Defined Benefit Plan			31
Supplemental Executive Retirement Plan			32
Employment Agreements/Change in Control Agreements			32
Potential Payments to Named Executive Officers			33
Life Insurance Coverage			35
Director Compensation			37
Transactions with Certain Related Persons			39

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			40

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION			41

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

SHAREHOLDER 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

2024 ANNUAL MEETING OF SHAREHOLDERS

April 18, 2024

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 2024 Annual Meeting of Shareholders of Northwest Bancshares, Inc., which will be held virtually on April 18, 2024, at 11:00 a.m., Eastern Time, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Shareholders and this Proxy Statement are first being mailed to shareholders on or about March 8, 2024. You will be able to access the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/NWBI2024.

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 20, 2024 are entitled to one vote for each share then held. As of February 20, 2024, there were 127,112,705 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 shareholder 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 shareholder 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 shareholder 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 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, Equiniti 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 shareholders via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (“Notice”) to our shareholders 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 shareholders, as well as how to cast a vote. Shareholders 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 shareholders by March 8, 2024.

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 20, 2024, 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) 50 Hudson Yards New York, New York 10001		18,136,299		14.3	%
The Vanguard Group (3) 100 Vanguard Boulevard Malvern, Pennsylvania 19355		14,959,190		11.8	%
Dimensional Fund Advisors LP (4) Building One 6300 Bee Cave Road Austin, Texas 78746		8,712,090		6.9	%
State Street Corporation (5) State Street Financial Center 1 Congress Street, Suite 1 Boston, Massachusetts 02114		7,366,498		5.8	%

(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 14 to Schedule 13G/A, as filed with the Securities and Exchange Commission on January 23, 2024.

(3)	As disclosed in Amendment 13 to Schedule 13G/A, as filed with the Securities and Exchange Commission on February 13, 2024.

(4)	As disclosed in Amendment 9 to Schedule 13G/A, as filed with the Securities and Exchange Commission on February 9, 2024.

(5)	As disclosed in Schedule 13G/A, as filed with the Securities and Exchange Commission on January 24, 2024.

REVOCATION OF PROXIES

Shareholders 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.

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 shareholder who had given a proxy shall not revoke such proxy unless the shareholder votes during the Annual Meeting or delivers a written revocation to the Corporate Secretary prior to the voting of such proxy.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board of Directors is expected to consist of 12 members, effective immediately following the Annual Meeting. Our bylaws provide that directors are divided into three classes, as nearly equal in number as reasonably possible, such that approximately one-third of the directors are to be elected annually. Our directors are generally elected to serve for a three-year period, or a shorter period if the director is elected to fill a vacancy, and until their respective successors shall have been elected and shall qualify. Four 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 Deborah J. Chadsey, Wilbur R. Davis, Timothy M. Hunter and David M. Tullio 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 20, 2024 (with age information as of December 31, 2023), 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 20, 2024. We have adopted a policy that prohibits our insiders from (i) pledging of Northwest Bancshares, Inc. stock as collateral against a loan or line of credit or holding Northwest Bancshares, Inc. stock in a margin account; and (ii) 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
Deborah J. Chadsey		66	Director		2012		2024		82,260	(3)		*
Wilbur R. Davis		69	Director		2020		2024		126,518	(4)		*
Timothy M. Hunter		61	Vice Chairman of the Board		2015		2024		184,410	(5)		*
David M. Tullio		58	Director		2020		2024		25,438	(6)		*
DIRECTORS CONTINUING IN OFFICE
Robert M. Campana		64	Director		2015		2025		86,334	(7)		*
Timothy B. Fannin		70	Chairman of the Board		2013		2025		54,282	(8)		*
John P. Meegan		64	Director		2010		2025		136,460	(9)		*
Mark A. Paup		58	Director		2016		2025		88,384	(10)		*
Pablo A. Vegas		50	Director		2022		2026		7,418			*
Amber L. Williams		49	Director		2023		2026		—			*
Louis J. Torchio		61	President, Chief Executive Officer and Director		2022		2026		88,702	(11)		*
William W. Harvey, Jr.		57	Senior Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director		2022		2026		277,028	(12)		*
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Gregory J. Betchkal		60	Executive Vice President, Chief Risk Officer		N/A		N/A		12,027	(13)		*
John J. Golding		60	Senior Executive Vice President, Chief Consumer Banking Officer		N/A		N/A		98,497	(14)		*
Scott J. Watson		57	Executive Vice President, Chief Information Officer		N/A		N/A		47,890	(15)		*
All directors, nominees and executive officers as a group (15 persons)									1,315,648	(16)		1.0	%
									(footnotes on following page)

(footnotes from previous page)

*	Less than 1%.

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

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

(3)	Includes options to purchase 44,292 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 4,320 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 37,092 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 4,320 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(7)	Includes options to purchase 30,612 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 27,012 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 44,292 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 42,814 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 32,522 shares of common stock, which are exercisable, and 7,969 restricted stock units (“RSUs”), which are scheduled to vest, both within 60 days of the date as of which beneficial ownership is being determined.

(12)	Includes options to purchase 55,765 shares of common stock, which are exercisable, and 5,579 RSUs, which are scheduled to vest, both within 60 days of the date as of which beneficial ownership is being determined.

(13)	Includes 12,027 RSUs which are scheduled to vest within 60 days of the date as of which beneficial ownership is being determined.

(14)	Includes options to purchase 41,098 shares of common stock, which are exercisable, and 2,220 RSUs, which are scheduled to vest, both within 60 days of the date as of which beneficial ownership is being determined.

(15)	Includes options to purchase 19,185 shares of common stock, which are exercisable, and 1,727 RSUs, which are scheduled to vest, both within 60 days of the date as of which beneficial ownership is being determined.

(16)	Includes options to purchase 383,324 shares of common stock, which are exercisable, and 29,522 RSUs, which are scheduled to vest, both 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 contain 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. 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. 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. In 2022, Mr. Paup 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 BS 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 has served as the President and Chief Executive Officer of the Electric Reliability Council of Texas (“ERCOT”), headquartered in Austin, Texas since 2022. 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., located in Columbus, Ohio. 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.

Amber L. Williams is Senior Vice President, Deputy General Counsel at Bath & Body Works, headquartered in Columbus, Ohio. With more than 20 years of experience in corporate law, she most recently served as VP Legal, Global Ethics & Compliance with Bath & Body Works and L Brands. Prior to joining L Brands, she held a variety of corporate counsel roles with Walmart, including Senior Associate General Counsel positions in two divisions, US Compliance and Real Estate Operations. She also served as Senior Counsel for NextiraOne, LLC. Active in organizations that serve the community, Ms. Williams serves on the board of the Center for WorkLife Law and previously was on the board of the Greater Columbus Chapter of the American Red Cross. She earned her juris doctor degree from the University of Texas School of Law, Austin, Texas, and her bachelor’s degree in English from Oakwood University, Huntsville, Alabama. Ms. Williams brings to the Board extensive experience as a corporate lawyer and strategist in consumer-facing companies, as well as specialization in corporate ethics and compliance.

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.

Gregory J. Betchkal has been employed by Northwest since 2023, as Executive Vice President, Chief Risk Officer. Before joining Northwest he most recently served as Chief Risk Officer of Bread Financial Holdings, Inc., starting in 2017. Mr. Betchkal is a graduate of The Ohio State University College of Law and began his career as a securities regulator. Upon leaving the public sector, he served as Chief Compliance Officer for several broker/dealers including ING’s Advisor Network. He joined Citigroup where he served in Compliance leadership positions in both the U.S. and Europe. Mr. Betchkal then joined KeyBank in Cleveland, serving at various times as the Chief Compliance Officer, Chief Operational Risk Officer and Chief Enterprise Risk Officer.

John J. Golding has been employed by Northwest since 2016, most recently as Senior Executive Vice President, Chief Consumer Banking Officer. 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.

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, 2023. 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		12
	Female		Male
Part I: Gender Identity
Directors		2		10
Part II: Demographic Background
Black or African American		1		—
Hispanic or Latinx		—		1
White		1		9

Board Independence

The Board of Directors has determined that Directors Campana, Chadsey, Davis, Fannin, Hunter, Meegan, Paup, Tullio Vegas and Williams 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 mortgage, home equity line of credit, and commercial loans. 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 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, 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 (“CEO”) 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 CEO maintains in place at all times, and reviews with the independent directors, a confidential plan for the timely and efficient transfer of responsibilities in the event of an emergency or 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 five 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 next scheduled Board meeting. 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, Innovation and Technology, Nominating and Corporate Governance, Risk Management and Trust Committees. During the year ended December 31, 2023, the Board of Directors of Northwest Bancshares, Inc. met at 11 regular 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 members of our Audit, Compensation and Nominating and Corporate Governance Committees as of January 1, 2024.

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

John P. Meegan

Mark A. Paup

David M. Tullio

Pablo A. Vegas

Amber L. Williams

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 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 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 are 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 CEO on an annual basis and approve the base salary, cash incentive bonus, equity-based incentive awards and other compensation of the CEO.

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 shareholders;

•

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 Performance Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”) and incentive/variable compensation plans;

•

annually reviewing the CEO’s evaluation of the performance of the senior executives who report directly to the CEO 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 CEO, reviewing succession planning and management development activities and strategies regarding the CEO 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 2023, the Compensation Committee utilized 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, 2023, we incurred $179,000 of fees for their compensation consulting services.

Nominating and Corporate Governance Committee. Each member of the Nominating and Corporate Governance 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 shareholder 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 Directors’ 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 shareholders 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 shareholders; and

•

the capacity and desire to represent the balanced, best interests of our shareholders 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 personal 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 Shareholders. The Nominating and Corporate Governance Committee has adopted procedures for the submission of recommendations for director nominees by shareholders. There have been no material changes to these procedures since they were previously disclosed in Northwest Bancshares, Inc.’s Proxy Statement for the 2023 Annual Meeting of Shareholders. 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 shareholders. Shareholders 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 2025 Annual Meeting of Shareholders, is no later than September 4, 2024.

The submission must include the following information:

•

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

•

the name and address of the shareholder as they appear on our books, and number of shares of our common stock that are owned beneficially by such shareholder (if the shareholder is not a holder of record, appropriate evidence of the shareholder’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 shareholder’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 shareholder 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 shareholder for presentation by the shareholder at an Annual Meeting of Shareholders must comply with the procedural and informational requirements described in our Bylaws.

Shareholder Communications with the Board. A shareholder 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 shareholder 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 Shareholders

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

Policy Regarding Majority Voting

The Board of Directors has adopted a majority voting policy (“Policy”), which is utilized for the election of any director at any meeting of shareholders 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 shareholders meeting shall promptly tender his or her proposed resignation following certification of the shareholder 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 shareholders’ “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 shareholders.

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 shareholder vote, but in any case, no later than 90 days following the certification of the shareholder 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, 2023;

•

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, 2023 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, Chadsey, Fannin, Hunter and Williams.

Delinquent Section 16(a) Reports

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. Executive Vice President and Chief Risk Officer, Gregory J. Betchkal, filed one delinquent Form 4 relating to discretionary RSUs awarded in 2023. Based on our review of such ownership reports, we believe that no other 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, 2023.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee determines the salaries to be paid each year to the CEO and those executive officers who report directly to the CEO. The Compensation Committee currently consists of Directors Hunter, who serves as Chairperson, Campana, Davis, Meegan and Tullio. None of these individuals was an officer or employee of Northwest Bancshares, Inc. during the year ended December 31, 2023, 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		1,118,575		8.240		582,582		2,297,164		57,217
Robert M. Campana	Director	Mortgage loan		186,179		1.750		159,928		28,855		2,819
Robert M. Campana	Director	Mortgage loan to family member		346,906		3.750		338,967		8,647		12,888

During the year ended December 31, 2023, (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 Discussion and Analysis

This Compensation Discussion & Analysis (“CD&A”) explains our executive compensation program for our named executive officers (“NEOs”) listed below. This CD&A also describes the Compensation Committee’s (“Committee”) process for making pay decisions, as well as its rationale for specific decisions related to the fiscal year ended December 31, 2023.


Name		Position

Louis J. Torchio		President, Chief Executive Officer and Director
William W. Harvey, Jr.		Senior Executive Vice President, Chief Operating Officer, Chief Financial Officer and Director
Gregory J. Betchkal*		Executive Vice President, Chief Risk Officer
John J. Golding		Senior Executive Vice President, Chief Consumer Banking Officer
Scott J. Watson		Executive Vice President, Chief Information Officer

*	Mr. Betchkal joined the Company on March 6, 2023.

Executive Summary. Northwest Bancshares, Inc. (“Company”) is a bank holding company headquartered in Columbus, Ohio. The Company operates Northwest Bank (“Bank”), a full-service financial institution headquartered in Warren, Pennsylvania. Through this subsidiary, the Company, as of December 31, 2023, operates 134 full-service community banking locations, eight free standing drive-through facilities, and 192 automated teller machines in Pennsylvania, New York, Ohio and Indiana. The Company has operated as a community-oriented financial institution since 1896 and has demonstrated a pattern of sustained expansion resulting from strong internal growth combined with a series of mergers, acquisitions, and new office openings.

2023 Business Highlights. Throughout 2023, despite industry-wide challenges, we experienced solid growth and stability across key financial metrics. Total assets reached $14.419 billion by December 31, 2023, marking a $305.8 million increase from the previous year. This growth was underpinned by a $494.4 million increase in gross loans receivable, which rose to $11.415 billion, demonstrating a strategic focus on loan portfolio expansion.

Amidst industry funding and liquidity challenges, we successfully navigated the landscape, culminating in a 4.5% increase in total deposits, reaching $11.980 billion by the end of 2023. This achievement not only underscores our ability to maintain a stable and diversified deposit base but also reflects our capacity to adapt and grow during challenging market conditions. We continue to lead our peers with one of the lowest cost of funds and while maintaining one of the lowest uninsured deposit bases in the nation at less than 25% of total deposits (less than 12% when excluding intercompany and collateralized deposits) with an overall average deposit balance of less than $17,000 per account.

In tandem with our asset and deposit growth, net income for the year increased by $1.3 million, reaching $135.0 million, or $1.06 per diluted share, when earnings for the banking sector generally declined. Furthermore, we delivered solid returns on average shareholders’ equity and assets, with annualized returns for 2023 at 8.94% and 0.95%, respectively, showcasing our commitment to delivering value to our shareholders. Additionally, our net interest income grew by $15.0 million, reaching $435.7 million for the year, which reflects our ability to effectively manage the interest rate environment and optimize our balance sheet.

Despite the macroeconomic challenges, our asset quality remains stable with overall delinquency at approximately 0.82% and 90-day delinquency at just 0.22%. And our capital levels remain strong with Tangible Common Equity (“TCE”) of 8.30% and all regulatory capital ratios comfortably above “Well Capitalized” levels providing flexibility for future growth and capital management strategies.

2023 Compensation Highlights. Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. Based on our performance and consistent with the design of our program, the Compensation Committee made the following executive compensation decisions for fiscal 2023:

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Base Salaries. For 2023, the Committee approved 3% salary increases for Messrs. Torchio, Harvey, Golding and Watson.

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Annual Incentives. Based on our financial performance in 2023, the funding of the Management Bonus was set at 85% of each NEO’s applicable bonus target.

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Long-Term Equity Incentives. Long-term equity incentive awards were granted to the NEOs using an equally weighted mix of PSUs and RSUs.

Best Compensation Practices & Policies. We also believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our shareholders and executives:


What we do		What we don’t do
✓	Place an emphasis on performance-based, variable compensation	×	We do not allow repricing of underwater stock options without shareholder approval

✓	Maintain robust stock ownership guidelines	×	We do not have excessive perquisites

✓	Annual say-on-pay vote	×	We do not allow hedging or short sales or pledging of our securities

✓	Double-trigger vesting for equity awards in the event of a change in control under our long-term incentive plan	×	We do not pay dividends or dividend equivalents on unearned performance-based awards

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SEC Form DEF 14A filed by Northwest Bancshares Inc.