Deborah J. Chadsey
Northwest BancsharesAbout Deborah J. Chadsey
Deborah J. Chadsey, 67, is an independent director of Northwest Bancshares, Inc. (NWBI) serving since 2012, with her current term expiring in 2027 . She is a partner at Kavinoky Cook, LLP and has practiced law since 1989, specializing in environmental and municipal law as well as commercial finance, land use and contract law; she earned her J.D. from Columbia University Law School (Harlan Fiske Stone Scholar) and is licensed in Pennsylvania, New York, multiple federal courts, and the U.S. Supreme Court .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kavinoky Cook, LLP | Partner; Attorney (practicing since 1989) | 1989–present (partner, current) | Specialization in environmental/municipal law, commercial finance, land use, contracts |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kensington-Bailey Neighborhood Housing Services/Gloria Parks Community Center (non-profit) | Director | Current | Community non-profit board service |
| Other public company boards | None disclosed | — | No other public company directorships disclosed in proxy |
Board Governance
- Independence: The Board determined Ms. Chadsey is independent under Nasdaq standards .
- Committee assignments (2024):
- Audit Committee member; also listed as a member in the Audit Committee Report .
- Nominating & Corporate Governance Committee member .
- Risk Management Committee member (as evidenced by disclosed cash compensation for Risk Committee service) .
- Not a committee chair in 2024 (chairs identified as Meegan—Audit; Hunter—Compensation; Davis—Nominating & Corporate Governance) .
- Attendance: In 2024 the Board met 6 regular and 2 special sessions; no director attended fewer than 75% of Board and committee meetings; all then-current directors attended the prior year’s annual meeting .
- Board leadership: Independent Chairman structure (Chair: Timothy B. Fannin) separate from CEO (Louis J. Torchio) .
- Executive sessions: Independent directors meet in executive sessions .
- Majority voting policy: Incumbent directors receiving more “withheld” than “for” votes in uncontested elections must tender a resignation for Board consideration .
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Board Retainer (cash) | $57,500 | Standard retainer |
| Audit Committee member fee | $7,500 | Member fee |
| Nominating & Corporate Governance Committee member fee | $5,000 | Member fee |
| Risk Management Committee member fee | $12,500 | Member fee (line item indicates membership) |
| Total Cash Fees | $82,500 | Sum of cash components |
| All other compensation | $7,149 | Dividends on unvested restricted shares plus taxable value of excess life insurance |
| Change in pension value & nonqualified deferred comp earnings | $22,309 | $6,466 pension; $15,843 deferred comp interest |
| Total (cash + stock value + other) | $158,962 | Includes $47,004 stock grant value (see below) |
Additional program features:
- Directors’ Deferred Compensation Plan allows deferral of fees; credited at the taxable-equivalent rate of bank-owned life insurance; paid per elections at/after retirement or specified age .
- Directors’ Retirement Plan: legacy plan frozen for pre-2012 accrual, with post-2013 accruals of 1.25% of career-average cash fees per year; 2024 plan expense recognized by company was $114,611 .
Performance Compensation (Director)
| Equity Award | Grant Date | Shares/Units | Grant-Date Value | Vesting |
|---|---|---|---|---|
| Restricted Shares (annual director grant) | 03/20/2024 | 4,156 | $47,004 | Cliff vest after 1 year |
- As of 12/31/2024, Ms. Chadsey held 6,647 unvested restricted shares and 6,644 unvested stock options; she also had 43,756 vested stock options outstanding (legacy awards) .
- Non-employee director equity is time-based; no performance metrics apply to director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Compensation Committee interlocks | None involving Ms. Chadsey; Committee members listed and interlocks described—no issues for her |
| Related-party/Interlocks with competitors/customers | Kavinoky Cook, LLP (where she is a partner) maintains a commercial line of credit with Northwest Bank; additional loans to related persons of Director Chadsey noted; Board maintained independence determination |
Expertise & Qualifications
- Legal expertise: Environmental and municipal law; commercial finance; land use; contract law .
- Audit oversight experience: Serves on Audit Committee; however, “audit committee financial expert” designations are assigned to Messrs. Fannin, Hunter, and Meegan (not to Ms. Chadsey) .
- Education/licensure: J.D., Columbia Law School (Harlan Fiske Stone Scholar); licensed in PA, NY, multiple federal courts, and the U.S. Supreme Court .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/18/2025) | 85,880 shares; includes 43,756 options exercisable within 60 days |
| % of shares outstanding | Less than 1% of class |
| Shares pledged | None; company prohibits pledging/hedging by insiders |
| Ownership guidelines (directors) | Minimum 5x annual cash retainer; shares owned and unvested RSUs count; options and unvested PSUs do not |
Governance Assessment
-
Strengths
- Independent director with over a decade of board tenure; active roles on Audit, Nominating & Corporate Governance, and Risk Management Committees, supporting board oversight breadth .
- Attendance and engagement indicators are solid: no director fell below the 75% attendance threshold; all directors attended the prior annual meeting .
- Director pay includes meaningful equity (annual RS grant), aligning with shareholder outcomes; ownership/hedging policies prohibit pledging/hedging to reinforce alignment .
- Shareholder sentiment context: Say‑on‑Pay passed with over 96% support in 2024, signaling broad investor approval of compensation governance (contextual to board environment) .
-
Potential risks/RED FLAGS to monitor
- Related‑party exposure: Her law firm (Kavinoky Cook, LLP) has a commercial line of credit with Northwest Bank; additional loans to related persons of Director Chadsey are noted. The Board reviewed these and still determined independence, but such relationships merit ongoing monitoring for conflicts and terms-at-market .
- Audit Committee composition: While she serves on the Audit Committee, she is not designated an “audit committee financial expert”; this is mitigated by multiple designated experts on the committee (Fannin, Hunter, Meegan) .
- Director legacy retirement/deferred compensation arrangements exist; while common for regional banks, these add non-cash elements to director pay and should be assessed for potential entrenchment optics over time .
-
Compensation structure clarity
- 2024 director compensation mix included $82,500 cash fees and $47,004 in stock, plus $22,309 change in pension/NQDC and $7,149 other (dividends on unvested RS and excess life insurance), totaling $158,962 .
- Annual director equity grants are time-vested (no performance metrics), which simplifies alignment but lacks performance gating; offset by stock ownership guidelines at 5x retainer .