David M. Tullio

About David M. Tullio

David M. Tullio (age 59) serves as an independent director of Northwest Bancshares, Inc. (NWBI), with Board service since 2020 and current term expiring in 2027 . He is President and CEO of Custom Engineering Company and Lamjen, Inc. (Erie, PA) and Venango Machine Company (Wattsburg, PA), with 30+ years in manufacturing leadership including assuming his current role at Custom Engineering in 1997 . He holds a B.S. in Industrial Engineering from Northwestern University and an MBA from Penn State Behrend, bringing hands-on operations and technology expertise to NWBI’s Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Tullio is independent under Nasdaq standards .
• Committees: Compensation Committee member; Innovation & Technology Committee member; Trust Committee member .
• Chair roles: None (Compensation Chair is Timothy M. Hunter; Audit Chair is John P. Meegan; Nominating & Corporate Governance Chair is Wilbur R. Davis) .
• Attendance: In 2024, no director/committee member attended fewer than 75% of total meetings; all current directors attended the prior year’s annual meeting .

Fixed Compensation

• Cash retainer and committee fees (2024):
  • Board retainer $57,500; Compensation Committee $6,000; Innovation & Technology Committee $5,000; Trust Committee $10,000; Total cash fees $78,500 .
• Equity for directors: Restricted shares granted 3/20/2024 (4,156 shares; grant-date fair value $47,004; vest fully after one year) .
• Other compensation: $4,360 (dividends on unvested restricted shares $3,586; taxable value of excess life insurance $774) .

Performance Compensation

• Directors do not receive performance-based awards; 2024 equity awards to directors were time-based restricted shares vesting after one year; no PSUs for directors; options under the 2022 plan were not granted to directors .

Other Directorships & Interlocks

• Public company boards: None disclosed for Mr. Tullio .
• Interlocks: Member of NWBI Compensation Committee; Proxy notes no compensation committee interlocks requiring disclosure (other than separate Campana loan disclosures) .

Expertise & Qualifications

• Industrial engineering and manufacturing operations leadership (CEO roles across multiple manufacturing companies) .
• Technology/process and applied engineering experience relevant to bank’s Innovation & Technology oversight .
• Education: B.S. Industrial Engineering (Northwestern University); MBA (Penn State Behrend) .

Equity Ownership

• Beneficial ownership: 31,034 shares; includes options to purchase 5,760 shares exercisable within 60 days (as of 2/18/2025); less than 1% of outstanding .
• Unvested awards: 1,440 unvested stock options; 4,696 unvested restricted shares (as of 12/31/2024) .
• Shares outstanding reference: 127,514,858 (as of 2/18/2025) .
• Ownership guidelines: Non-employee directors must hold 5x annual cash retainer; counting includes unvested RSUs; stock options and unvested PSUs do not count .
• Pledging/hedging: Prohibited for insiders; no shares pledged by directors/officers as of 2/18/2025 .

Insider Trades

• Recent Form 4: David M. Tullio filed a Form 4 on March 11, 2025 relating to NWBI; reporting person relationship: director; period end March 7, 2025 (see SEC link) .
• Additional references: Filing index and PDF copies available (Form 4 for 2025-03-11) .

Note: Beneficial ownership levels as of the proxy record date are detailed above; specific Form 4 transaction share counts/prices should be taken directly from the linked SEC filings .

Related Party Transactions and Conflicts

• Personal banking relationships: Mr. Tullio has a residential mortgage and home equity line of credit with Northwest Bank; Lamjen, Inc. (subsidiary of Custom Engineering Company) has a commercial loan and commercial line of credit; additional loans extended to related persons of several directors, including Tullio .
• Reg O and fair terms: Loans to directors/executives and related interests must be on substantially the same terms as the general public and within normal risk parameters; employee interest rate discounts of up to 50bps are permitted if not preferential; Board approval required for aggregate extensions exceeding thresholds; loans promptly reported to Board .

RED FLAGS

• Related-party exposure: Banking relationships with entities led by Mr. Tullio (Lamjen, Inc.) can present perceived conflicts; mitigated by Reg O governance, Board approvals, and “same terms” requirement, but remains a monitoring item for independence optics .
• Trust Committee service: As a Trust Committee member, vigilance on any fiduciary decisions involving related entities is prudent; no specific adverse findings disclosed .

Compensation Committee Analysis

• Committee composition: Tullio serves alongside Hunter (Chair), Campana, Davis, and Vegas; none were company officers in 2024; only Campana had disclosable loan relationships detailed separately .
• Consultant: Pearl Meyer retained; Compensation Committee determined no conflicts of interest per multi-factor analysis; consultant reports directly to the Committee .
• Governance practices: Clawback policy adopted; double-trigger vesting for change-in-control; no tax gross-ups; strong equity ownership guidelines .

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay approval exceeded 96% of votes cast; Board has adopted annual say-on-pay cadence through at least 2029 unless changed at next frequency vote .

Governance Assessment

• Strengths:
  • Independent status; multi-committee engagement including Compensation, Innovation & Technology, and Trust .
  • Manufacturing/operations expertise adds perspective to risk, technology, and efficiency oversight .
  • Ownership alignment with meaningful beneficial holdings, options, and unvested restricted stock; pledging/hedging prohibited .
  • Broad adherence to compensation governance best practices (clawback, double-trigger, no gross-ups) .
• Watch items:
  • Related-party lending to Lamjen, Inc. and personal facilities require continued compliance with Reg O and transparent Board oversight to preserve independence optics .
  • As a Compensation Committee member, sustained monitoring of peer benchmarking and pay-for-performance rigor is warranted, though consultant independence controls are disclosed .