Gregory J. Betchkal
Northwest BancsharesAbout Gregory J. Betchkal
Executive Vice President and Chief Risk Officer of Northwest Bancshares (NWBI) since March 2023; previously Chief Risk Officer at Bread Financial (2017 onward), with earlier compliance leadership roles at Citigroup (U.S. and Europe), KeyBank (CCO, Chief Operational Risk Officer, Chief Enterprise Risk Officer), and ING’s Advisor Network; graduate of The Ohio State University College of Law; began career as a securities regulator . Company performance context under his tenure: FY2023 net income $135.0M; ROAE 8.94%; ROAA 0.95% ; FY2024 reported net income $100.3M; adjusted net income $132.8M; adjusted ROAE 8.49%; adjusted ROAA 0.92% . Long-term incentive PSUs are tied to relative ROAA vs a peer group, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bread Financial Holdings, Inc. | Chief Risk Officer | 2017–2023 | Not disclosed |
| KeyBank | CCO; Chief Operational Risk Officer; Chief Enterprise Risk Officer | Not disclosed | Not disclosed |
| Citigroup | Compliance leadership (U.S. and Europe) | Not disclosed | Not disclosed |
| ING’s Advisor Network | Chief Compliance Officer | Not disclosed | Not disclosed |
| Public sector | Securities regulator | Not disclosed | Not disclosed |
External Roles
No public company directorships or external board roles disclosed in NWBI’s DEF 14A for 2024–2025 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary rate ($) | $556,000 | 3% increase approved; additional 3% to offset Holiday Bonus elimination (effective Jan 1, 2024) |
| Salary paid ($) | $438,385 | $583,933 |
| Target bonus (%) | 50% | Not disclosed |
| Actual bonus (%) | 44.6% | Not disclosed (plan funded at 100% of target) |
| Actual bonus paid ($) | $248,000 (Management Bonus Plan) | $324,400 (Non‑equity incentive plan) |
| Other bonus ($) | $136,068 (other bonus) | — |
Performance Compensation
Annual Cash Incentive – Structure and Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| Gate metrics | Net charge‑offs ≤0.50%; total delinquency ≤3.00% | Not disclosed |
| Performance metrics | ROAA, ROAE, efficiency ratio, loan growth | Committee funded plan at 100% of target; individual adjustments applied |
| Target bonus (%) | 50% | Not disclosed |
| Actual payout (%) | 44.6% | Not disclosed |
| Payout ($) | $248,000 | $324,400 |
| Vesting | Cash (annual) | Cash (annual) |
Long-Term Equity Incentives – Grants, Metrics, Vesting
| Attribute | 2023 | 2024 |
|---|---|---|
| RSU grant | 13,032 units on Mar 15, 2023; value $166,800; time‑based vesting in equal installments on first three anniversaries | Program used RSUs+PSUs, generally 50/50 mix (CEO exception); RSUs vest over 3 years |
| PSU grant | 13,032 target units on Mar 15, 2023; value $166,800; cliff vest at end of 3‑year performance period | PSUs vest at end of 3‑year period; earn 0–150% based on performance |
| New‑hire RSU grant | 22,339 units on Mar 6, 2023; value $300,013; vests one‑third annually starting first anniversary | — |
| PSU metric & payout curve | Relative ROAA (rROAA) vs approved peer group; 25th/50th/75th percentile = 50%/100%/150% payout | PSUs measured on both relative and absolute metrics; 0–150% payout |
| Stock awards (summary comp) | Total stock awards $550,639 | Total stock awards $286,502 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 18, 2025) | 28,865 shares; <1% of class; no pledged shares |
| Outstanding equity (12/31/2023) | RSUs unvested: 35,371; market value $441,430; PSUs unearned: 13,032; payout value $162,639 |
| Ownership guidelines | CEO: 3x salary; other NEOs: 1x salary; met by all NEOs |
| Hedging/pledging | Prohibited; none pledged by insiders |
| Clawback policy | Nasdaq/Rule 10D‑1 compliant clawback covering incentive comp upon restatement |
| Bonus recovery (risk) | Management bonuses subject to recovery if actions are illegal, unsafe/unsound, or elevate risk beyond Board tolerances |
Vesting cadence and potential selling pressure: RSUs granted on Mar 6, 2023 and Mar 15, 2023 vest in equal annual installments on the first three anniversaries of each grant date, creating potential periodic supply from net-share settlements around those dates, subject to plan policies and trading windows .
Employment Terms
Agreement & Change‑in‑Control Framework
- One‑year change‑in‑control agreement that auto‑renews annually unless notice of non‑renewal is given; double‑trigger required (termination without just cause or for “good reason” within 24 months post‑CoC) .
- 2025 update: multiple set to 2x highest base salary in prior two years plus 2x highest cash bonus; medical/dental continuation for 24 months; lump‑sum paid subject to release and 409A timing .
- Prior terms (2024 proxy): 3x base salary + 3x cash bonus; medical/dental continuation for 36 months .
- Employment agreement mechanics: base salary not less than $556,000; auto‑renewal on Nov 1; release requirement for Severance Payment; agreement persists for ≥24 months after CoC .
Severance Economics (tabulated)
| Type of benefit | 2023 | 2024 |
|---|---|---|
| Severance Pay | $1,668,000 | $1,179,721 |
| Bonus Payment | $770,304 | $648,800 |
| RSU Acceleration | $441,430 | $508,277 |
| PSU Acceleration | $162,639 | $372,261 |
| Health Care & Other Benefits | $76,457 | $50,971 |
Additional protections:
- Death: lump‑sum equal to one year of base salary; dependents receive medical/dental for three years .
- Disability: base salary paid for longer of remaining term or one year; medical/dental for up to 36 months; equity acceleration in death/disability/CoC per plans .
Performance & Track Record
- FY2023: asset and deposit growth; net income $135.0M (EPS $1.06), ROAE 8.94%, ROAA 0.95% .
- FY2024: adjusted ROAE 8.49%, adjusted ROAA 0.92%; reported net income $100.3M (EPS $0.79); adjusted net income $132.8M; PSUs granted in 2022 did not vest (rROAA threshold unmet), reinforcing rigorous performance gating .
Compensation Governance & Shareholder Feedback
- Best practices: independent consultant; double‑trigger equity vesting on CoC; clawback; no tax gross‑ups; no option repricing; hedging/pledging prohibited .
- Say‑on‑Pay: >96% approval at 2024 annual meeting .
Investment Implications
- Compensation alignment: Variable pay is heavily performance‑linked—annual cash tied to ROAA/ROAE/efficiency/loan growth with risk gates, and PSUs linked to relative ROAA vs peers; 2022 PSU non‑vesting evidences stringent hurdles and reduces windfall risk .
- Retention and severance: Change in control multiple reduced from 3x to 2x in 2025, lowering golden‑parachute exposure and signaling improved shareholder alignment; auto‑renew structure sustains protection while avoiding long fixed terms .
- Insider selling pressure: RSU vesting tranches annually around each grant anniversary (Mar 6 and Mar 15), with meaningful unvested RSUs at year‑end 2023 (35,371 units), indicating periodic settlement flows subject to policy windows .
- Skin‑in‑the‑game: Beneficial ownership is modest (<1% of class) but NEO ownership guidelines (1x salary) are met; pledging/hedging prohibited, and clawbacks extend coverage to bonuses and equity—supportive of risk oversight credibility for a CRO .