John P. Meegan
Northwest BancsharesAbout John P. Meegan
Independent director of Northwest Bancshares, Inc. since 2010; age 65 as of December 31, 2024. Career includes over 35 years in financial services with 16 years as EVP & COO of Hefren-Tillotson (broker/dealer & RIA). Credentials: CPA; BA Amherst College; MBA NYU. Board biography emphasizes oversight, financial and risk management expertise, with regulatory and not-for-profit board service including FINRA, supporting his Audit and Risk Management committee roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hefren-Tillotson Inc. (broker/dealer & RIA) | Executive Vice President & Chief Operating Officer | 16 years | Gained oversight, financial and risk management skills applied to Audit and Risk committees |
| Regional/national financial services firms | Various executive positions | Not disclosed | Built financial/operational expertise leveraged in board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FINRA (securities industry regulator) | Board/regulatory service (capacity not specified) | Not disclosed | Cited as regulatory board service enhancing financial/operational expertise |
| Not-for-profit boards | Board service | Not disclosed | “Considerable” not-for-profit board service noted (organizations not named) |
Board Governance
- Independence: Board determined Meegan is independent under Nasdaq standards .
- Committee assignments and chair roles:
- Audit Committee Chair; designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee member .
- Risk Management Committee member; Trust Committee member (per cash compensation schedule) .
- Engagement: Board met 6 regular and 2 special meetings in 2024; no director attended fewer than 75% of board/committee meetings. Committee meetings: Audit (4), Compensation (5), Nominating & Corporate Governance (2) .
- Board leadership: Separate Independent Chairman (Fannin) and CEO structure .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board retainer | 57,500 | Standard non-employee director cash retainer |
| Audit Committee (Chair) | 15,000 | Chair rate indicated by footnote (3) |
| Nominating & Corporate Governance Committee | 5,000 | Member fee |
| Risk Management Committee | 6,000 | Member fee |
| Trust Committee | 5,000 | Member fee |
| Total cash fees | 88,500 | Sum of board & committee fees |
| All other compensation | 7,149 | Dividends on unvested restricted shares + taxable value of excess life insurance |
| Change in pension value & deferred comp earnings | 21,125 | Director retirement plan accruals + interest on deferrals |
| Total compensation | 163,778 | Fees + stock awards + other items |
Plan features:
- Deferred Compensation Plan enables fee deferrals; credited with interest tied to BOLI; distribution options include lump sum/installments; life insurance coverage provided .
- Director Retirement Plan provides frozen benefits through 2012, plus ongoing accrual at 1.25% of career average cash fees per year post-2013; expense recognized $114,611 for 2024 .
Performance Compensation
| Equity Award Detail | Grant/Status | Amount | Vesting/Terms |
|---|---|---|---|
| Restricted shares (2024 grant) | 3/20/2024 | 4,156 shares; grant-date value $47,004 | Fully vest one year from grant under 2022 Equity Incentive Plan; dividends payable 30 days post-vesting; voting rights on unvested shares |
| Stock options (outstanding at 12/31/2024) | Vested | 36,556 options | 2018 Plan options vest over 5–7 years; expire earlier of 10 years or up to one year after service ends (extended for death/disability/normal retirement/change in control) |
| Stock options (outstanding at 12/31/2024) | Unvested | 6,644 options | Same plan vesting framework |
| Restricted shares (outstanding at 12/31/2024) | Unvested | 6,647 shares | 2018 Plan restricted shares vest over 5–7 years; time-based; full acceleration at age 72+5 yrs service/change in control/death/disability |
Performance metrics used for director equity: None disclosed; awards are time-based vesting (no revenue/TSR/ESG conditions) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Meegan |
| Compensation Committee interlocks | Company disclosed no interlocks involving executive officers; Meegan is not on Compensation Committee |
| Shared directorships with competitors/suppliers/customers | Not disclosed; no related-party transactions involving Meegan beyond standard customer products |
Expertise & Qualifications
- CPA; Audit Committee financial expert designation .
- Education: BA (Amherst), MBA (NYU Stern) .
- Deep financial services operations background and regulatory board service (incl. FINRA) .
Equity Ownership
| Ownership Element | Value |
|---|---|
| Beneficial ownership (common shares) | 132,880 shares; includes options exercisable within 60 days |
| Percent of class | Less than 1% (127,514,858 shares outstanding) |
| Options exercisable within 60 days | 36,556 |
| Options outstanding (total at 12/31/2024) | 36,556 vested; 6,644 unvested |
| Restricted shares outstanding (12/31/2024) | 6,647 unvested |
| Shares pledged as collateral | None; pledging and hedging prohibited |
| Director stock ownership guideline | 5x annual cash retainer (phase-in 5 years; RSUs count; options do not) |
Governance Assessment
-
Strengths
- Audit Committee Chair with CPA credentials and “financial expert” designation; strong oversight of external reporting, auditor independence, and internal controls .
- Independence affirmed; robust policies prohibiting pledging/hedging; director equity ownership guidelines enhance alignment .
- Engagement: No director below 75% attendance; Meegan serves on multiple risk-related committees (Audit, Risk Management, Trust) indicating active oversight in key risk domains .
- Investor support signals: Prior say‑on‑pay vote approval exceeded 96% (NEO comp), reflecting broad governance confidence at the company level .
-
Watch items
- Director retirement plan accruals and deferred compensation interest (reflected in compensation) can dilute pay-at-risk for directors versus pure cash/equity mix; continued monitoring warranted .
- Related-party exposure minimal: Meegan holds customer credit cards with Northwest Bank—standard product; no preferential treatment disclosed .
-
RED FLAGS
- None material identified for Meegan: no loans/lines, no pledging, no disclosed legal proceedings, no tax gross-ups, no option repricing; related-party transaction list excludes Meegan beyond ordinary customer products .
Appendix: Committee Scope Notes
- Audit Committee: Pre-approval of audit/non-audit services; oversight of external reporting and internal audit; annual self-evaluation; delegated pre-approval authority to chair up to $100,000 service fee threshold .
- Compensation Committee: Independent; oversees executive comp (not a member) .
- Nominating & Corporate Governance: Leads director searches/independence assessments; annual governance guidelines; committee/size/compensation recommendations; annual self-evaluation .
- Risk Management: Oversees full regulatory risk taxonomy; quarterly meetings; CRO reporting to committee and Board .