Jacques M. DesMarteau
Northwest BancsharesAbout Jacques M. DesMarteau
Chief Commercial Banking Officer at Northwest Bancshares, Inc. (Northwest Bank) since June 20, 2023; nearly 30 years in commercial banking and finance including LendingClub Bank (Head of Commercial Banking, Aug 2021–Jun 2023), TD Bank (Head of Commercial Distribution, 2009–2021), CIT Bank (President, Equipment Finance) and 16 years with GE Commercial Finance/GE Commercial Solutions. Education: BS Industrial Management, Purdue University; MBA, Duke University. Company performance metrics referenced in 2024 executive compensation include adjusted ROAA 0.92%, adjusted ROAE 8.49%, efficiency ratio 64.11%, and commercial loans reaching $2.0B (+$350M YoY); cumulative TSR value of a $100 investment from 2019–2024 was $108.85 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LendingClub Bank | Head of Commercial Banking | Aug 2021–Jun 2023 | Led overall strategy and distribution for commercial bank . |
| TD Bank | Head of Commercial Distribution | 2009–2021 | Led seven teams (middle market equipment finance, business banking, SBA, healthcare, gov’t banking, treasury mgmt, merchant solutions) . |
| CIT Bank | President, Equipment Finance | Not disclosed | Oversaw team of 85 and $1.5B managed assets . |
| GE Commercial Finance/GE Commercial Solutions | Various roles (including VP) | 16 years | Senior roles in commercial finance and solutions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board/directorships disclosed . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (official rate) | $450,000 | $477,405 | 6% merit increase; additional 3% offset elimination of Holiday Bonus Plan effective Jan 1, 2024 . |
| Salary Paid (Summary Comp Table) | — | $472,607 | Actual paid in FY2024 per SCT . |
| Target Annual Bonus % | — | 55% of base ($262,573) | Management Bonus Plan . |
| Actual Annual Bonus Paid | — | 60.5% of base ($288,800) | Committee funded plan at 100% and applied individual multiplier . |
| Perquisites/Other | — | $118,122 total | Includes $75,060 relocation; $26,940 social clubs; $13,800 401(k) match; $2,322 life insurance imputed . |
Performance Compensation
| Metric | Weight | Threshold | Target | Max | Actual Result | % 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%) | — | — |
- PSU design: 3-year performance shares based on Relative Core ROAA vs KRX peer index; payout 50%/100%/150% at 25th/50th/75th percentile; straight-line interpolation between points; vest at cycle end if employed .
- 2024 LTI target: 60% of base salary ($278,100) for DesMarteau, delivered 50% PSUs and 50% RSUs; 12,295 target PSUs ($139,050) and 12,295 RSUs ($139,050) granted on 3/20/2024 .
- Vested stock in 2024: 7,516 shares; realized value $81,924 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 11,918 shares; includes 4,181 RSUs scheduled to vest within 60 days . |
| Ownership % of Outstanding | <1% . |
| Outstanding RSUs | 26,884 units at 12/31/2024; market value $354,600 . |
| Outstanding PSUs (target) | 12,295 units; market/payout value $162,171 (target basis) . |
| Options | None outstanding for DesMarteau . |
| Vesting Policy | RSUs vest in equal installments over 3 years; PSUs vest in full at end of 3-year performance period if goals met . |
| Stock Ownership Guidelines | NEOs: 1x annual base salary; all NEOs currently meet requirements . |
| Hedging/Pledging | Prohibited; none pledged by insiders as of 2/18/2025 . |
Upcoming Vesting Schedule (Insider selling pressure indicators)
| Grant Type | Grant Date | Terms | Next Tranches |
|---|---|---|---|
| RSUs | 6/20/2023 | 3-year equal installments | 6/20/2025 and 6/20/2026 (approx. one-third of 14,589 per year) . |
| RSUs | 3/20/2024 | 3-year equal installments | 3/20/2025, 3/20/2026, 3/20/2027 (one-third of 12,295 per year) . |
| PSUs | 3/20/2024 | 3-year cliff, 0–150% based on Relative Core ROAA vs KRX | Vests at end of cycle if targets met . |
Employment Terms
| Provision | Term |
|---|---|
| Role/Start Date | Chief Commercial Banking Officer; employed since June 20, 2023 . |
| Agreement Type | Change in Control Agreement (1-year auto-renew) . |
| Severance (COC double-trigger) | 2x highest base salary and 2x highest cash bonus in prior two years if terminated without “just cause” or for “good reason” within 24 months post-COC; 24 months health/dental continuation . |
| Potential Payments (COC scenario at 12/31/2024) | Severance: $954,810; Bonus: $577,600; RSU acceleration: $354,600; PSU acceleration: $162,171; Health care: $29,532 . |
| Equity Vesting on COC | Double-trigger vesting under LTIP; acceleration on involuntary termination following COC and on death/disability/retirement per award terms . |
| Clawback | SEC/Nasdaq-compliant recoupment policy applies to cash/equity incentives; awards subject to restatement-related clawback . |
| Pension/SERP | Not eligible due to soft freeze in 2020 . |
| Insider Trading Policy | Company maintains insider trading policy; no hedging/pledging allowed . |
Compensation Structure Analysis
- Pay mix: For other NEOs, variable compensation averages 51% of target total direct comp; long-term incentives set at 60% of base for DesMarteau, evenly split PSUs/RSUs—balanced retention and performance emphasis .
- Annual bonus design: Four KPI framework (ROAA, ROAE, efficiency, loan growth) with threshold risk screens (NCO ≤0.50%, delinquency ≤3.00%); Committee exercised discretion to fund at 100% despite loan growth shortfall due to strategic mix shift toward commercial .
- Peer benchmarking: Compensation decisions informed by Pearl Meyer and McLagan data; peer group includes 17 publicly-traded banks (e.g., WSFS, WSBC, FRME, CBU, NBTB) .
- Governance quality: 2024 Say-on-Pay approved by >96%; prohibitions on hedging/pledging; clawback in place; double-trigger COC vesting; independent comp consultant used .
Related Party Transactions, Red Flags, Risk Indicators
- Pledging/Hedging: None; prohibited by policy .
- Equity Repricing: Not permitted without shareholder approval .
- Low Say-on-Pay: Not observed; approval >96% in 2024 .
- Legal/Investigations: No proceedings disclosed relating to DesMarteau .
- Insider Selling Pressure: Multiple RSU tranches vest in 2025–2026; 2024 stock vest of 7,516 shares realized $81,924; monitor Form 4s around vest dates .
Equity Incentive Detail
| 2024 Grants (3/20/2024) | Units | Grant-Date Value |
|---|---|---|
| RSUs | 12,295 | $139,050 . |
| PSUs (Target) | 12,295 | $139,050 . |
| Outstanding at 12/31/2024 | Units | Market Value |
|---|---|---|
| RSUs | 26,884 | $354,600 . |
| PSUs (Target) | 12,295 | $162,171 . |
Equity Ownership & Beneficial Table (Proxy Extract)
| Shares Beneficially Owned | Notes |
|---|---|
| 11,918 | Includes 4,181 RSUs scheduled to vest within 60 days; <1% of class . |
Investment Implications
- Alignment: Strong pay-for-performance design—annual cash tied to ROAA/ROAE/efficiency, long-term PSUs tied to Relative Core ROAA vs KRX; ownership guidelines met; no pledging/hedging permitted .
- Retention risk: Change-in-control agreement provides 2x cash severance and equity acceleration under double-trigger—adequate protection; recent relocation support ($75,060) and active equity program suggest lower near-term attrition risk .
- Trading signals: RSU tranche vesting in June and March each year (2025–2027) could coincide with potential sell-to-cover activity; 2024 vest delivered 7,516 shares—watch Form 4 filings around vest dates for liquidity events .
- Performance context: Management deliberately prioritized commercial loan growth (+$350M YoY to $2.0B) over consumer loan expansion, supporting efficiency and returns—bonus funded at target with individual multipliers; PSU payouts depend on 3-year relative Core ROAA vs KRX .
- Governance and shareholder support: Robust policies (clawback, ownership, no hedging/pledging) and strong Say-on-Pay (>96%) reduce governance risk .
Note: All facts and figures above are sourced from Northwest Bancshares, Inc. 2025 DEF 14A proxy and SEC 8-K disclosures as cited.