Sector: Financials
NORTHWEST BANCSHARES INC · Meeting: May 20, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
New nominee with relevant community banking board experience from Jersey Shore Bank and Penns Woods Bancorp; no TSR trigger applies as he is a new nominee, no overboarding concerns, and his qualifications as a business owner and real estate investor are appropriate for the company's industry.
CEO-director since 2022; the 3-year TSR gap versus the company-disclosed peer group median is only -12.0pp, well below the 65pp threshold required to trigger a vote against for a company with strong positive (>20%) absolute 3-year TSR of +43.4%, so no TSR underperformance trigger fires.
Director since 2023, placing her within the 24-month new-director exemption window for TSR accountability; she brings relevant corporate legal and compliance expertise, no overboarding concerns, and no other policy flags are triggered.
All three nominees pass policy screens: the TSR underperformance trigger does not fire (NWBI's 3-year peer-group gap of -12.0pp is far below the 65pp threshold for a company with strong positive absolute TSR), no overboarding issues exist, attendance was satisfactory across all directors, and no familial or independence concerns were identified for any nominee.
CEO
Louis J. Torchio
Total Comp
$3,396,755
Prior Support
79%%
CEO total compensation of approximately $3.4 million is reasonable for a $2B community bank CEO and is within an acceptable range given the company's asset size and market position. The prior year Say on Pay vote received 79% support, which is above the 70% threshold that would require visible remedial action, and the company notes the Compensation Committee considered shareholder feedback. Pay mix is sound — the company discloses that 66% of CEO target pay is variable and at-risk, comfortably above the 50-60% minimum required by policy, and the program uses a meaningful mix of performance stock awards (measured against relative ROTCE and relative TSR over three years) and time-vested restricted stock units; the 2023 performance stock awards did not vest because performance thresholds were not met, demonstrating that the incentive structure actually holds executives accountable for underperformance.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a $2B market cap bank; no fee data was extractable from the provided filing text to calculate a non-audit fee ratio, so no fee-ratio trigger fires; auditor tenure was not disclosed in the provided text so the tenure trigger cannot be confirmed and per policy defaults to FOR; no material restatements were identified.
The 2026 NWBI annual ballot is straightforward: all three director nominees pass TSR and qualifications screens, the Say on Pay program is well-structured with majority at-risk pay and a clawback policy, and prior shareholder support was above the 70% concern threshold; no stockholder proposals appear on this ballot. The main items outside standard policy coverage are the new 2026 Equity Incentive Plan and a Discounted Stock Purchase Plan, which fall outside the scope of this policy version.
20 companies disclosed in 2026 proxy filing
