Devin T. Cygnar
Northwest BancsharesAbout Devin T. Cygnar
Devin T. Cygnar is Chief Marketing and Communications Officer at Northwest Bank, employed since March 2021, with nearly 30 years of marketing experience across consumer, small business, and mortgage banking; prior roles include SVP and Head of Marketing at ServiceLink (2019–2021), Head of Marketing for Business Banking at PNC Bank, and experience at Fifth Third Bank . He holds degrees in Marketing and Finance from Northern Illinois University and completed the ABA Graduate School of Bank Marketing & Management at Northwestern; he also serves as executive sponsor for NWBI’s PRISM ERG . Company performance during 2024 included adjusted ROAE of 8.49%, adjusted ROAA of 0.92%, deposits of $12.14B (+1.4% YoY), and adjusted net income of $132.8M (reported net income $100.3M), while cumulative TSR for 2024 in the pay-versus-performance table was 108.85 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ServiceLink (Fidelity National Financial) | SVP & Head of Marketing and Corporate Communications | 2019–2021 | Led enterprise marketing and corporate comms at a national mortgage services firm |
| PNC Bank | Head of Marketing – Business Banking | Not disclosed | Directed marketing strategy for all products/segments across PNC’s footprint |
| Fifth Third Bank | Various marketing roles | Not disclosed | Consumer/small business/mortgage marketing experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Three Rivers Young Peoples Orchestra | Board member | Not disclosed | Community engagement and youth development |
| Ohio DECA | Board member | Not disclosed | Student leadership/skills development ecosystem |
| Leadership Pittsburgh | Graduate | Not disclosed | Regional leadership network |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary | Not disclosed | Not disclosed | NWBI discloses compensation for NEOs only; Cygnar is not listed as a NEO in 2024–2025 proxies . |
| Target Bonus % | Not disclosed | Not disclosed | Company-level bonus design disclosed; individual targets for non-NEOs not disclosed . |
| Actual Bonus Paid | Not disclosed | Not disclosed | NEO payouts shown; non-NEO executive payouts not itemized . |
| Perquisites | Not disclosed | Not disclosed | Perquisites are minimal at NWBI overall (e.g., social clubs for NEOs) . |
Performance Compensation
| Metric (Management Bonus Plan, 2024) | Weighting | Threshold | Target | Max | Actual Adjusted Result | Percent 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 (adj.) | 15% | 67.50% | 65.00% | 60.00% | 64.11% | 108.90% | 16.34% |
| Loan Growth | 15% | 3.23% | 4.62% | 6.00% | (1.39)% | — | — |
- NWBI funded the 2024 Management Bonus Plan at 100% despite initial 92.47% funding, reflecting strong performance on three KPIs and a strategic loan-mix shift; individual NEO bonuses were adjusted based on performance (non-NEO awards are not disclosed) .
PSU framework (company-wide design; individual awards for Cygnar not disclosed):
| PSU Metric | Weighting | Threshold (25th percentile) | Target (50th percentile) | Maximum (75th percentile) | Vesting |
|---|---|---|---|---|---|
| Relative/Core ROAA vs peer index | 100% | 50% payout | 100% payout | 150% payout | Cliff after 3 years if employed |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (shares) | Not individually disclosed for Cygnar; proxy lists directors and NEOs; group ownership disclosed for 22 persons . |
| Shares pledged as collateral | None of directors or executive officers had any shares pledged as of Feb 18, 2025; pledging and hedging are prohibited by policy . |
| Stock ownership guidelines | Apply to NEOs (CEO 3x salary; others 1x) and non-employee directors; all NEOs meet requirements; no guideline disclosed for non-NEO executive officers . |
| Insider trading policy | Prohibits hedging and short sales; filed as exhibit to 2024 10-K . |
Employment Terms
| Term | Disclosure for Cygnar | Company Context |
|---|---|---|
| Employment agreement | Not disclosed | Employment agreements are disclosed for CEO and CFO; change-in-control agreements for certain other executives (Betchkal, DesMarteau, Watson) . |
| Change-in-control | Not disclosed | Double-trigger vesting under LTIP in event of change in control; severance multiples for covered executives per agreements . |
| Non-compete / non-solicit | Not disclosed | CEO/CFO employment agreements include 12-month restrictions across states of operation; scope detailed in agreements . |
| Severance economics | Not disclosed | CEO/CFO severance: 3x salary + 3x bonus plus benefits continuation under certain terminations; covered executives have 2x–3x multiples under CIC agreements . |
| Clawback | Company adopted SEC/Nasdaq-compliant clawback policy covering certain executives (recoupment on restatement) . |
Performance & Track Record
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Company 2023–2024 performance summary (context during Cygnar’s tenure):
Metric 2023 2024 Net income ($M) $135.0 $100.3 Adjusted net income ($M) Not disclosed $132.8 Adjusted ROAE 8.94% 8.49% Adjusted ROAA 0.95% 0.92% Deposits ($B) $11.98 (+4.5% YoY) $12.14 (+1.4% YoY) Asset quality (90-day delinquency) 0.22% 0.2% -
Notable organizational actions: securities portfolio repositioning in 2Q 2024; strategic emphasis on commercial loan growth (+$350M YoY to $2B) and disciplined consumer lending .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited; none pledged among directors/executive officers as of Feb 18, 2025 .
- Clawback: Adopted per SEC/Nasdaq; mitigates pay-risk alignment concerns .
- Individual legal/SEC matters for Cygnar: Not disclosed in proxy .
- Option repricing/gross-ups: Company states no option repricing without shareholder approval; no tax gross-ups; prohibits short selling/pledging .
Compensation Peer Group & Say-on-Pay
- Compensation peer group (banks comparable in assets/footprint) reviewed with Pearl Meyer; governance practices include independent consultant and strong ownership guidelines .
- Say-on-Pay approval exceeded 96% in 2024, indicating broad shareholder support for compensation design .
Investment Implications
- Alignment: Company-level design emphasizes variable pay linked to ROAA/ROAE/efficiency, with prohibited pledging/hedging and a clawback policy, supporting investor-friendly governance; however, Cygnar’s individual pay/ownership details are not disclosed, limiting precision on his incentive alignment .
- Retention risk: No disclosed employment or CIC agreements for Cygnar; contrast with CEO/CFO coverage suggests standard corporate protections may not extend to all executives, modestly elevating retention risk if market demand for experienced marketing leaders rises .
- Trading signals: Absence of pledged shares and hedging reduces near-term selling pressure flags; monitoring future Form 4s and proxy updates is advisable to assess any equity grants or dispositions for Cygnar specifically .
- Execution: Marketing effectiveness is central to deposit growth and brand positioning; NWBI’s 2023–2024 performance in deposits, ROAE/ROAA, and asset quality provides supportive context, but attribution to individual executives is not disclosed; continued tracking of company KPIs vs. bonus metrics informs confidence in management execution .