James M. Colestro
Northwest BancsharesAbout James M. Colestro
James M. Colestro is Chief Retail Lending Officer at Northwest Bancshares, Inc. (NWBI), overseeing retail lending, small business banking, international services, and payments strategy and operations; he has been employed by Northwest Bank since December 2007 . His background includes leading the bank’s virtual lending program and developing the mortgage sales force; he holds a bachelor’s degree in economics and business management with minors in finance and marketing (University of Pittsburgh) and an MBA (The Ohio State University) . Company performance context in 2024: adjusted net income of $132.8M vs. reported $100.3M, adjusted ROAE 8.49%, adjusted ROAA 0.92%, and deposits up 1.4% to $12.14B, while net interest income was flat year over year . Northwest’s cumulative TSR (value of initial $100) measured 2019–2024 was 108.85; net income was $100.3M and GAAP ROAA was 0.70% for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northwest Bancshares, Inc. / Northwest Bank | Chief Retail Lending Officer | 2007–present | Oversees retail lending, small business banking, international services, and payments strategy; led virtual lending program strategy and mortgage sales force development |
External Roles
No external directorships or roles for Colestro are disclosed in NWBI’s 2024–2025 proxy materials .
Fixed Compensation
- NWBI discloses base salaries for Named Executive Officers (NEOs) but does not disclose Colestro’s specific base salary; compensation decisions are driven by market data, role responsibility, performance, experience, tenure, and internal equity .
Performance Compensation
Company design of incentives (applies to NEOs and indicates enterprise focus for execs):
- Annual cash incentives funded by corporate results against adjusted ROAA, adjusted ROAE, efficiency ratio, and loan growth; 2024 initial funding computed at 92.47% of target, adjusted to 100% based on committee assessment and strategic factors .
- Long-term equity incentives granted as a mix of PSUs and RSUs; in 2024 PSUs/RSUs for NEOs were typically 50%/50% with 3-year cliff vest (PSUs) and 3-year ratable vest (RSUs); PSUs are earned on relative Core ROAA vs. the KRX index with payouts from 50% to 150% at 25th/50th/75th percentile thresholds .
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual (Adjusted) | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted ROAA | 40% | 0.74% | 0.87% | 1.10% | 0.92% (110.9% of target) | Weighted payout component 44.36% |
| Adjusted ROAE | 30% | 6.97% | 8.20% | 10.66% | 8.49% (105.9% of target) | Weighted payout component 31.77% |
| Efficiency Ratio (ex certain items) | 15% | 67.50% | 65.00% | 60.00% | 64.11% (108.9% of target) | Weighted payout component 16.34% |
| Loan Growth | 15% | 3.23% | 4.62% | 6.00% | (1.39%) — below threshold | No payout for this factor |
| Committee Funding Decision | — | — | — | — | Funding set to 100% of target for 2024 | Discretionary adjustment based on strategic mix shift and budget outperformance |
- Equity plan terms: RSUs vest in equal annual installments over 3 years; PSUs cliff vest after a 3-year performance period; awards are subject to clawback under SEC/Nasdaq rules and company policy .
Note: NWBI does not disclose Colestro’s individual bonus or equity grants in the proxy; the table reflects company-level incentive design and 2024 outcomes .
Equity Ownership & Alignment
- Pledging/hedging: NWBI prohibits insiders from pledging company stock as collateral or holding it in margin accounts and prohibits hedging (e.g., prepaid forwards, swaps, collars, exchange funds); as of February 18, 2025, none of NWBI’s directors or executive officers had pledged shares .
- Stock ownership guidelines: CEO 3x base salary; other NEOs 1x; non-employee directors 5x annual cash retainer; all NEOs currently meet guidelines (PSUs do not count; unvested RSUs do) . Guidelines for non-NEO executive officers (including Colestro) are not explicitly disclosed .
- Clawback: Company-wide clawback policy complying with SEC/Nasdaq Rule 10D-1 (recouping erroneously awarded incentive compensation following restatements) .
Insider activity (Section 16):
- Form 4 filed for Colestro covering period 2025-03-07, transaction code “A” (award); title disclosed as Chief Retail Lending Officer .
- Prior Form 4 filed for Colestro covering period 2023-06-05; includes footnote indicating transactions not required to be reported under Section 16 .
- These filings indicate award activity; no open-market sales are evident in the cited forms; specific share counts and vesting for Colestro’s awards are not detailed in NWBI’s proxy .
Employment Terms
- NWBI discloses amended and restated employment agreements for CEO (term through Nov 1, 2029) and CFO (term through Nov 1, 2027), including severance equal to 3x salary + 3x highest cash bonus and 36 months of medical/dental upon qualifying terminations; change-in-control agreements exist for CRO, Chief Commercial Banking Officer, and CIO (two- or three-times salary+bonus; medical/dental continuation 24–36 months) .
- No employment or change-in-control agreement for Colestro is disclosed in 2024–2025 proxy materials .
Key company-wide severance and acceleration terms (applicable to disclosed agreements/awards):
- Double-trigger equity vesting in change in control under the long-term incentive plan .
- Equity award agreements provide acceleration upon death, disability, and certain change-in-control events; awards subject to clawback .
Investment Implications
- Alignment: NWBI’s pay design emphasizes performance-based PSUs tied to relative Core ROAA vs. KRX, RSUs with multi-year vesting, and strict no-pledging/no-hedging and clawback policies, which support long-term alignment; these frameworks apply across senior executives and likely encompass Colestro’s awards even if his individual grants are not separately disclosed .
- Retention risk: Colestro’s long tenure (since 2007) and ongoing enterprise-critical responsibilities in retail lending and payments suggest institutional knowledge depth; absence of a disclosed personal employment/CIC agreement may imply standard executive protections, but specifics are not provided—monitor future proxies/8-Ks for any changes .
- Trading signals: Recent Form 4 activity reflects awards rather than selling; no pledged shares and prohibitions on hedging reduce forced-selling risk; continue monitoring Section 16 filings for any net selling trends by Colestro or broader management .
- Governance and shareholder sentiment: Strong say-on-pay support (over 96% approval at 2024) and use of independent compensation consultants reduce governance downside risk; peer benchmarking is maintained to calibrate pay levels .
Not disclosed items for Colestro in 2024–2025 filings: base salary, target bonus %, actual bonus paid, grant specifics (share counts, fair values, vesting dates), options/strike/expiration, severance/CIC terms, ownership share counts and % outstanding. Where NWBI provides company-level policies and programs, those are referenced above.
Sources
- Executive biography and responsibilities for James M. Colestro .
- Company performance and compensation highlights .
- Incentive plan design (RSUs, PSUs metrics and vesting; clawback; ownership guidelines; no pledging/hedging) .
- Say-on-pay and compensation governance .
- Employment/CIC agreements (CEO/CFO; CRO/CCBO/CIO) .
- Pay vs. performance (TSR, net income, ROAA) .
- Section 16 filings for Colestro (Form 4) .