WESBANCO INC (WSBC)
Sector: Financials
2026 Annual Meeting Analysis
WESBANCO INC · Meeting: April 15, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Altman joined the board on February 28, 2025 — less than 24 months ago — so he is exempt from the TSR trigger, and he brings relevant real estate and banking regulatory experience; no other adverse flags identified.
Bookmyer joined the board on February 28, 2025 — less than 24 months ago — so he is exempt from the TSR trigger, and he brings financial expertise as an inactive CPA and former Ernst & Young senior manager; no other adverse flags identified.
WSBC's 3-year TSR of +21.5% is strong positive and the gap versus the company-disclosed peer group median is only -1.9pp, well below the 65pp threshold required to trigger a No vote; Clossin brings 40-year banking career experience relevant to WSBC's operations.
The TSR trigger does not apply given the peer group gap of only -1.9pp versus the 65pp threshold; however, shareholders should note that Knouse-Snyder is classified as non-independent and that her law firm received approximately $2.7 million in fees from the corporation in 2025, representing about 49% of all legal fees paid — the board has reviewed and approved this arrangement annually, and she does not sit on the audit or compensation committee, so no policy trigger fires.
Nelson has served since 2007 and WSBC's 3-year TSR of +21.5% with only a -1.9pp gap to the peer group median is far below the 65pp threshold required to trigger a No vote; his banking and investment management background is relevant to WSBC's operations.
Robinson has served since 2019 and the 3-year peer group TSR gap of -1.9pp is far below the 65pp strong-positive threshold needed to trigger a No vote; his cybersecurity and technology expertise is valuable for a regional bank.
All six director nominees receive a FOR vote. WSBC's 3-year total shareholder return of +21.5% falls in the strong-positive tier, requiring a gap of at least 65 percentage points below the company-disclosed peer group median to trigger a No vote — the actual gap is only -1.9pp, so the TSR trigger does not fire for any director. Two nominees (Altman and Bookmyer) joined in February 2025 and are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, independence committee assignment, familial relationship, or attendance concerns were identified. The related-party relationship for Knouse-Snyder (law firm fees) is noted but does not trigger a policy No vote as she is appropriately excluded from audit and compensation committees.
Say on Pay
✓ FORCEO
Jeffrey H. Jackson
Total Comp
$4,683,980
Prior Support
93.7%%
CEO Jeffrey Jackson received total compensation of $4,683,980 for 2025, which is in line with benchmarks for a CEO at a regional bank holding company with approximately $3.2 billion market cap that significantly grew its asset base through the Premier acquisition — the company notes Jackson's total direct compensation remains below the median of its updated peer group. Pay mix is strong: fixed base salary of approximately $962,000 represents roughly 21% of total compensation, well below the 40% threshold, with the remaining roughly 79% consisting of variable pay including a $1.63 million cash bonus earned at maximum performance (all six individual goals hit maximum) and $1.71 million in equity awards including performance stock awards tied to multi-year TSR and return metrics. The prior say-on-pay vote received 93.7% support, the 2023-2025 performance stock award cycle resulted in zero shares earned because WSBC ranked at only the 13th TSR percentile versus peers (demonstrating real pay-for-performance rigor), and the plan includes a meaningful clawback policy; no policy triggers fire.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
0 yrs
Audit Fees
$2,809,000
Non-Audit Fees
$630,700
Deloitte is a newly appointed auditor for fiscal year 2026 — the audit committee dismissed Ernst & Young in October 2025 and appointed Deloitte effective upon the filing of the 2025 Form 10-K — so there is no tenure concern. The non-audit fees shown in the proxy relate to E&Y's services for fiscal 2025 (audit-related fees of $148,000 plus tax fees of $482,700 equals $630,700, which is approximately 22% of E&Y's audit fees of $2,809,000), well below the 50% threshold; Deloitte is a Big 4 firm fully adequate for a $3.2 billion market cap company. Notably, E&Y issued an adverse opinion on internal controls over financial reporting for 2025 related to fair value measurement of assets acquired in the Premier acquisition — the audit committee's decision to transition to Deloitte is consistent with addressing this issue, and no policy trigger fires on the new appointment.
Overall Assessment
The 2026 WSBC annual meeting presents a clean ballot: all six director nominees receive FOR votes as the company's strong 3-year TSR of +21.5% and minimal peer group underperformance of -1.9pp fall far short of the 65-percentage-point threshold required to trigger director No votes, and no other governance flags are present. The Say on Pay vote receives a FOR determination based on a pay mix that is roughly 79% variable, performance-driven equity awards that paid out zero shares in the most recent three-year cycle due to weak TSR, and 93.7% prior-year shareholder support; the newly appointed auditor Deloitte also clears all policy screens with no tenure concern and non-audit fees well below the 50% independence threshold.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing