Douglas M. Schosser
Northwest BancsharesAbout Douglas M. Schosser
Douglas M. Schosser is Chief Financial Officer of Northwest Bancshares (NWBI), having joined on March 18, 2024, after serving as Chief Accounting Officer at KeyCorp (2014–2024) and previously CFO of the Commercial Bank at KeyCorp (2010–2014) . He led finance transformation initiatives at KeyCorp, including migrating finance and accounting platforms to cloud-based solutions, and oversaw SEC reporting, accounting policy, and operational controls; he holds a B.S. in Accountancy from Miami University in Oxford, Ohio . During 2024, NWBI’s executive bonus plan was driven by Adjusted ROAA, Adjusted ROAE, efficiency ratio, and loan growth; company performance exceeded target on ROAA/ROAE/efficiency while loan growth fell below threshold, and the Compensation Committee funded bonuses at 100% of target with individual multipliers . Asset quality remained stable with total delinquency ~0.9% and 90-day delinquency ~0.2%, and tangible common equity to tangible assets rose to 8.65%, supporting capital flexibility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KeyCorp | Chief Accounting Officer | 2014–2024 | Led finance transformation to cloud; oversaw SEC reporting, accounting policy, AP, fixed assets, and operational balance/control |
| KeyCorp (Commercial Bank) | Chief Financial Officer | 2010–2014 | Financial leadership across commercial banking segments |
| Associated Bank Corp (ASBC) | EVP & Line of Business CFO | Not disclosed | Served on Executive Committee and Board of Directors of Associated Bank, NA; supported Retail, Commercial, Corporate & Wealth businesses |
| Victory Capital Management (VCM) | Chief Financial Officer | Not disclosed | CFO responsibilities for VCM per company release |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KeyBanc Capital Markets, Inc. | Director | Not disclosed | Served on committees including Trust Oversight, Operational Risk, Consumer Credit, ALCO, Third Party Risk, AML Oversight, Model Risk at KeyCorp |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base salary rate ($) | $600,000 | Per employment agreement and 2024 base salary schedule |
| Salary paid ($) | $450,000 | Actual salary earned in 2024 (partial-year service) |
| Target bonus (%) | 55% | Management Bonus Plan target as % of base |
| Target bonus ($) | $330,000 | Calculated on $600,000 base |
| Actual bonus (%) | 60.5% | Individual multiplier applied to target |
| Actual bonus ($) | $363,000 | Paid under Management Bonus Plan |
| All other compensation ($) | $75,454 | Includes life insurance ($955) and relocation ($74,499) |
Performance Compensation
Annual Cash Incentive – 2024 Corporate Metrics and Payout
| Metric | Weighting | Target | Actual | Payout (% of target) | Weighted payout |
|---|---|---|---|---|---|
| Adjusted ROAA | 40% | 0.87% | 0.92% | 110.90% | 44.36% |
| Adjusted ROAE | 30% | 8.20% | 8.49% | 105.90% | 31.77% |
| Efficiency Ratio (non-GAAP) | 15% | 65.00% | 64.11% | 108.90% | 16.34% |
| Loan Growth | 15% | 4.62% | (1.39)% | — | — |
Committee funded plan at 100% of target despite loan growth shortfall, then applied individual multipliers (Schosser 60.5%) .
Long-Term Incentives – 2024 Grants and Structure
| Item | Detail |
|---|---|
| LTI target | 65% of base salary = $390,000 |
| Award mix | 50% PSUs; 50% RSUs |
| Annual LTI (3/20/2024) – PSUs | 17,242 target units; $195,000 value |
| Annual LTI (3/20/2024) – RSUs | 17,242 units; $195,000 value |
| One-time new hire equity (3/20/2024) | RSUs $250,008; PSUs $350,011 |
| One-time new hire – units and ASC 718 fair values | RSUs 22,105 ($216,408); PSUs 30,947 target ($280,689) |
| RSU vesting | Equal installments on first three anniversaries of grant date |
| PSU vesting | End of 3-year performance period (0–150% of target) |
| PSU performance metric | Relative Core ROAA vs KRX index over 3 years; 25th/50th/75th percentile → 50%/100%/150% payout |
| Acceleration terms | Double-trigger vesting for equity upon change in control under LTI plan ; vesting accelerated under certain terminations per plan |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficially owned shares | 20,379; <1% of class | As of Feb 18, 2025 |
| RSUs scheduled to vest within 60 days | 13,379 | Near-term vesting window |
| Unvested RSUs (#, $) | 39,347; $518,987 | As of Dec 31, 2024 |
| Unearned PSUs (#, $) | 48,189; $635,613 | As of Dec 31, 2024 |
| Options (exercisable/unexercisable) | None | No options outstanding |
| Ownership guidelines | All other NEOs: 1x salary; shares owned and RSUs count (options and unvested PSUs don’t); all NEOs meet | |
| Pledging/hedging | Prohibited; no shares pledged by insiders |
Employment Terms
| Term | Provision |
|---|---|
| Effective date | March 18, 2024 |
| Current agreement status | Amended and restated effective Nov 20, 2024; initial term ends Nov 1, 2027; auto-extends one year on each anniversary |
| Base salary | $600,000 (reviewed annually; may be increased, not decreased) |
| Target annual bonus | 55% of base salary |
| Target LTI | 65% of base salary |
| Severance (without cause/for good reason) | Lump sum = 3× highest base salary + 3× highest cash bonus over prior 3 years; medical/dental continuation for 36 months; Section 409A timing applies |
| Change-in-control | Employment agreement severance payable with or without change in control; LTI plan uses double-trigger vesting for equity awards |
| Non-compete | 12 months post-termination; applies in IN/NY/OH/PA and other licensed states; exception allows service at banks < $9B or > $40B in assets |
| Clawback | Awards subject to clawback under SEC/Nasdaq-compliant policy; restatement/misconduct triggers |
| Tax gross-ups | None; company policy states no gross-ups |
Potential Payments (Illustrative, if event on Dec 31, 2024)
| Component | Amount |
|---|---|
| Severance pay | $1,800,000 |
| Bonus payment | $1,089,000 |
| RSU acceleration | $518,987 |
| PSU acceleration | $635,613 |
| Health care and other benefits continuation | $76,457 |
Investment Implications
- Alignment: Pay mix includes substantial variable components (annual bonus, PSUs/RSUs), with PSUs tied to relative Core ROAA vs KRX and rigorous payout thresholds; ownership guidelines require at least 1× salary for non-CEO NEOs, and hedging/pledging is prohibited, supporting shareholder alignment .
- Retention: Employment term through Nov 1, 2027 with annual auto-renewal, significant severance (3× salary + 3× bonus) and 36 months of benefits, plus multi-year vesting on sizable RSU/PSU grants, reduce near-term attrition risk .
- Insider selling pressure: 13,379 RSUs scheduled to vest within 60 days of Feb 18, 2025 could add supply; however, hedging/pledging is prohibited and ownership guidelines require retention of net shares until compliance, mitigating forced selling .
- Pay-for-performance discipline: 2024 plan funded at 100% despite loan growth below threshold, with Committee discretion and individual multipliers; note that 2022 PSUs did not vest due to threshold performance criteria not being met, indicating performance gate rigor .
- Risk flags: No tax gross-ups, robust clawback, and no pledging mitigate governance concerns; non-compete limitations are moderate with asset-size exceptions, which could allow transitions to differently sized institutions if departure occurs .