Carey A. Barnum
Northwest BancsharesAbout Carey A. Barnum
Carey A. Barnum is Senior Vice President and Chief Auditor of Northwest Bancshares, Inc. and Northwest Bank, employed since March 2020. She oversees internal audit and previously served as Deputy Chief Auditor; earlier roles include Senior Audit Manager at M&T Bank and audit leadership positions at KeyBank, First Niagara Bank, and Deloitte in Buffalo, NY. Barnum holds a B.S. in Business Administration from Niagara University, is a New York CPA, and a Certified Internal Auditor (CIA) (Institute of Internal Auditors) . For company performance context during her tenure, 2024 adjusted ROAA was 0.92% and adjusted ROAE 8.49% with efficiency ratio 64.11%; net income was $100.3M, deposits rose 1.4% to $12.14B, and cumulative TSR (2019–2024 $100 base) was 108.85 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| M&T Bank | Senior Audit Manager | 2017–2020 | Led audit execution for a regional bank, strengthening control discipline in complex lines of business |
| KeyBank | Audit Manager | Not disclosed | Managed audit coverage; contributed to risk management and internal control effectiveness |
| First Niagara Bank | Audit Director | Not disclosed | Directed audit programs; advanced governance and risk oversight |
| Deloitte | Audit Manager | Not disclosed | Delivered public accounting audit services; built foundational external audit rigor |
External Roles
No external directorships or committee roles are disclosed for Barnum .
Fixed Compensation
Not disclosed for Barnum individually. The proxy’s Summary Compensation Table covers NEOs only (CEO/CFO and select officers) .
Performance Compensation
Not disclosed for Barnum individually. Company-wide Management Bonus Plan metrics and results (used for executive incentives) for 2024:
| Metric | Weighting | Threshold (50% funded) | Target (100% funded) | Maximum (150% funded) | Actual adjusted result | % of target | Weighted payout |
|---|---|---|---|---|---|---|---|
| Adjusted ROAA | 40% | 0.74% | 0.87% | 1.10% | 0.92% | 110.90% | 44.36% |
| Adjusted ROAE | 30% | 6.97% | 8.20% | 10.66% | 8.49% | 105.90% | 31.77% |
| Efficiency Ratio (non-GAAP) | 15% | 67.50% | 65.00% | 60.00% | 64.11% | 108.90% | 16.34% |
| Loan Growth | 15% | 3.23% | 4.62% | 6.00% | (1.39)% | — | — |
Notes:
- The Compensation Committee exercised discretion to fund the plan at 100% despite loan growth shortfall, reflecting strategic emphasis on commercial vs consumer loan mix and exceeding adjusted net income budget by ~$4M .
Equity Ownership & Alignment
| Date | Title of Security | Shares owned | Ownership form | Source |
|---|---|---|---|---|
| 2023-07-21 | NWBI Common Stock | 2,601 | Direct (D) | Form 3 initial beneficial ownership; SVP, Chief Auditor |
| 2024-03-22 | — | — | — | Form 4 filing exists (details in EDGAR index) |
| 2025-03-11 | — | — | — | Form 4 filing exists (Cloudfront link to EDGAR-hosted PDF) |
| 2025-06-02 | NWBI Common Stock | 4,704 | Direct (D) | Aggregated holdings summary derived from SEC filings (GuruFocus) |
- Ownership as % of outstanding: 2,601 shares vs 127,514,858 shares outstanding on 2/18/2025 ≈ 0.002% (calculated) .
- Pledging/hedging: Company policy prohibits insiders (directors and officers) from pledging or hedging company stock; none of the directors or executive officers had pledged shares as of Feb 18, 2025 .
- Stock ownership guidelines: Apply to NEOs and non-employee directors (CEO 3x salary; other NEOs 1x); all NEOs meet guidelines. Not specifically extended to non-NEO executive officers like Barnum .
Insider activity signals (directional, based on public feeds):
- Barnum has multiple Form 4 filings in 2024–2025; third-party aggregators indicate selling activity in recent years (interpret with caution; refer to underlying SEC forms) .
Employment Terms
No employment agreement, severance, or change-in-control contract terms are disclosed for Barnum. The company maintains employment and change-in-control agreements for certain named executives (e.g., CEO/CFO: 3x salary+bonus, 36 months benefits; select executives have 2x–3x constructs), but Barnum is not named among those agreements in the proxy .
Vesting Schedules and Equity Plan Mechanics
| Instrument | Vesting | Notes |
|---|---|---|
| RSUs | Equal annual installments over 3 years from grant date | Accelerated in specified events (death, disability, certain terminations following change in control) per plan |
| PSUs | Cliff vest after 3-year performance period; payout 0–150% based on Relative Core ROAA vs KRX index (25th/50th/75th percentile thresholds) | Straight-line interpolation; clawback compliant with SEC/Nasdaq rules |
| Stock Options (historical awards) | Typical remaining tranches vest on scheduled dates (examples in option tables) | Company does not reprice underwater options without shareholder approval |
Clawback Policy: The company has an SEC/Nasdaq-compliant clawback policy covering incentive-based compensation; applies to executive officers .
Track Record, Value Creation, and Execution Risk
- Internal Audit Leadership: Barnum’s remit strengthens control environment and audit oversight across the bank and holding company, a key mitigant to operational, regulatory, and financial reporting risks .
- Company outcomes during 2024: Deposits grew 1.4% to $12.14B; adjusted net income $132.8M (non-GAAP), reported net income $100.3M; commercial loans reached $2.0B (+$350M YoY); adjusted ROAA 0.92%, adjusted ROAE 8.49% .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; none pledged among directors/executive officers as of Feb 18, 2025 (positive alignment signal) .
- Compensation governance: Independent consultant engaged; clawback policy; double-trigger equity vesting on change in control; no tax gross-ups; no option repricing (strong governance) .
- Insider selling pressure: Aggregators indicate multiple Form 4 sells by Barnum over five years; validate with individual Forms 4 before drawing trading conclusions .
Compensation Peer Group & Say-on-Pay
- Peer group comprises regional banks around NWBI’s size for benchmarking NEO pay; examples include WSFS, WesBanco, First Merchants, Heartland Financial, etc. .
- Say-on-Pay approval exceeded 96% at the 2024 Annual Meeting (supportive shareholder feedback on executive pay program) .
Expertise & Qualifications
- Credentials: CPA (NY) and CIA (IIA); Business Administration degree (Niagara University) .
- Technical expertise: Internal audit, financial controls, risk management, and banking operations across multiple financial institutions .
Work History & Career Trajectory
- 2020–present: Northwest Bank/NWBI (Chief Auditor; previously Deputy Chief Auditor) .
- 2017–2020: M&T Bank (Senior Audit Manager) .
- Prior: KeyBank (Audit Manager); First Niagara Bank (Audit Director); Deloitte (Audit Manager) .
Compensation Committee & Governance
- Compensation Committee is independent; uses Pearl Meyer; adheres to governance best practices including clawbacks and anti-hedging/pledging .
- No insider participation conflicts disclosed for 2024 among committee members .
Investment Implications
- Alignment: Non-pledging policy and robust clawback framework reduce misalignment risks; Barnum’s control-focused role is a structural positive for compliance and financial reporting integrity .
- Retention and pressure: Lack of disclosed personal employment/CIC terms limits visibility into Barnum’s severance economics; repeated Form 4 activity suggests monitoring insider sales cadence for potential pressure signals, but rely on SEC filings for specifics .
- Pay-for-performance context: While Barnum’s individual incentive targets/payouts aren’t disclosed, company metrics (adjusted ROAA/ROAE, efficiency ratio) drove 2024 plan funding to 100%, indicating disciplined performance focus across senior leadership .