Amber L. Williams

About Amber L. Williams

Amber L. Williams (age 49) is an independent director of Northwest Bancshares, Inc. (NWBI), appointed May 17, 2023; her current director term runs through the 2026 annual meeting . She serves as Senior Vice President, Deputy General Counsel at Bath & Body Works (since 2018), with 20+ years in corporate law focused on ethics and compliance; prior roles include senior associate general counsel positions at Walmart and earlier counsel at NextiraOne . She holds a J.D. from the University of Texas School of Law and a B.A. from Oakwood University . The board classifies her as independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: Board determined Williams is independent under Nasdaq standards .
• Committee assignments (2024):
  • Audit Committee member (not Chair) ; also listed in the Audit Committee report as a member (Chair: Meegan) .
  • Nominating & Corporate Governance Committee member (not Chair) .
  • Risk Management Committee member (per cash fee schedule) .
• Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings for which they were responsible .
• Board/Committee meetings held (2024): Board 6; Special Board 2; Audit 4; Compensation 5; Innovation & Technology 4; Nominating & Corporate Governance 2; Risk Management 5; Trust 4 .
• Executive sessions: Independent directors meet in executive sessions .

Fixed Compensation

Program features and benefits

• Non-qualified Deferred Compensation Plan available to directors; balances credited at the taxable equivalent rate of bank-owned life insurance; distributions upon retirement/age-based or other qualifying events .
• Legacy Directors Retirement Plan (frozen benefits as of 12/31/2012; accruals of 1.25% of career average cash fees per future year); 2024 expense recognized: $114,611 .
• Life insurance coverage for active directors between $110,500 and $200,000 (subject to age reductions) .

Performance Compensation

Notes and policies

• Director equity is time-vested (service-based); no performance metrics disclosed for director awards .
• Compensation governance practices include double-trigger vesting for equity in a change-in-control under the long‑term incentive plan, a clawback policy, prohibition on hedging/short sales/pledging, and no tax gross-ups .

Other Directorships & Interlocks

• Other public company boards: None disclosed in NWBI’s 2024 and 2025 proxy biographies for Williams .
• Compensation Committee interlocks: The Compensation Committee members (Hunter—Chair, Campana, Davis, Tullio, Vegas) had no interlocks; Williams is not on this committee .

Expertise & Qualifications

• Legal/compliance expertise: Corporate ethics and compliance leadership in consumer-facing companies (Bath & Body Works, Walmart) .
• Education: J.D., University of Texas School of Law; B.A., Oakwood University .
• Professional credentials: Member of the State Bars of Maryland, Texas, and Ohio; 2013 Leadership Council on Legal Diversity Fellow; Fellow of the American Bar Foundation .
• Board diversity context: Board had 2 female directors and 1 Black or African American director as of Dec 31, 2024 .

Equity Ownership

Insider filings

• Initial statement of beneficial ownership (Form 3) filed 5/22/2023 reporting 0 shares at appointment .
• No Form 4 transactions for Williams appeared in our document search results; only the Form 3 was identified .

Governance Assessment

• Strengths for investor confidence

  • Independence confirmed; no related-party transactions identified for Williams in the Board’s independence review (other directors’ banking relationships disclosed; none listed for Williams) .
  • Active on Audit and Nominating & Corporate Governance Committees and received Risk Management Committee fees in 2024; presence on Audit aligns with her compliance/legal background .
  • Attendance: Entire Board and committees met the 75% threshold in 2024 .
  • Shareholder-aligned policies: Clawback policy, prohibition on hedging/pledging, and double-trigger equity vesting under the LTIP; strong 2024 say‑on‑pay support (>96%) indicates broad investor approval of compensation governance .
  • Use of independent compensation consultant (Pearl Meyer) with disclosed fees ($93,000) enhances process independence .

• Watch items / potential alignment gaps

  • Ownership build-in-progress: Initial Form 3 showed zero holdings; as of 12/31/2024 she held 4,156 unvested RSAs; the 2023 proxy ownership table showed no beneficial ownership and <1% of class—reasonable for a newer director but still relatively modest “skin-in-the-game” in absolute terms .
  • Legacy director retirement plan persists (frozen formula with limited ongoing accruals); while not unusual for long-tenured community bank boards, some investors view legacy director pensions as a weaker alignment mechanism compared with all-equity retainers .

• Engagement signal

  • Executed a power of attorney supporting NWBI’s S-4 filings related to the Penns Woods Bancorp merger in January 2025—indicative of active involvement during a strategic transaction window .