Mark A. Paup
Northwest BancsharesAbout Mark A. Paup
Independent director of Northwest Bancshares, Inc. (NWBI), age 59 as of Dec 31, 2024; director since 2016 with current term expiring at the 2025 annual meeting. He is President & CEO of Zippo Manufacturing Company and W.R. Case & Sons Cutlery Company, and holds leadership roles at several affiliated private companies; education includes studies at Penn State Behrend and the University of Pittsburgh–Bradford. The Board deems him independent under Nasdaq standards. His commercial background centers on sales, marketing, and strategic planning, supporting NWBI’s organic growth oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zippo Manufacturing Company | President & CEO | Since prior to 2025 (Zippo career began 1994) | Sales, marketing, strategic planning expertise supports NWBI organic growth oversight |
| W.R. Case & Sons Cutlery Company | President & CEO | Not disclosed | Brand and consumer operations experience (as per bio narrative) |
| Zippo (prior roles) | VP Sales & Marketing; National Sales Manager; European Sales Manager; Global Marketing Director | Since 1994 (progressive roles) | Built commercial/strategy skillset relevant to NWBI board oversight |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| ZIPCORP (private) | Director | Not disclosed | Private company; affiliated with Zippo |
| Zippo Asia, Ltd. (private) | Director | Not disclosed | Private company |
| Classic Zippo (Beijing) Commercial Co., Ltd. (private) | Chairman | Not disclosed | Private company |
| Zippo International Inc. (private) | President & Director | Not disclosed | Private company |
| Northern Lights Enterprises (private) | President & Director | Not disclosed | Private company |
| The Philo and Sarah Blaisdell Foundation (non-profit) | Board Member | Not disclosed | Non-profit |
| University of Pittsburgh–Bradford Advisory Board (non-profit/academic) | Board Member | Not disclosed | Non-profit/academic |
| Bradford Area Alliance (non-profit) | Chair | Not disclosed | Economic development/community revitalization |
Board Governance
- Committee assignments (2024): Member, Innovation & Technology; Risk Management; Trust. Not a member of Audit, Compensation, or Nominating & Corporate Governance (per committee rosters and director cash fee schedule).
- Chair roles: None indicated for Paup.
- Independence: Board determined Paup is independent under Nasdaq standards.
- Attendance: No director attended fewer than 75% of aggregate Board and committee meetings in 2024; Board held 6 regular and 2 special meetings.
- Annual meeting attendance: All then-current directors attended the prior year’s annual meeting.
- Majority voting policy for uncontested director elections is in place.
- Independent directors hold executive sessions.
Fixed Compensation (Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Board retainer (cash) | 57,500 | Standard non-employee director retainer |
| Innovation & Technology Committee member fee | 5,000 | Member |
| Risk Management Committee member fee | 6,000 | Member |
| Trust Committee member fee | 5,000 | Member |
| Total cash compensation | 73,500 | Sum of above |
| Director total compensation (all-in) | 144,245 | Includes stock awards, pension/deferred comp change, other comp (below) |
| Stock awards (grant-date fair value) | 47,004 | 4,156 RSUs @ $11.31, granted Mar 20, 2024; vests 1 year |
| Change in pension value & deferred comp earnings | 17,145 | Comprised of $2,233 pension and $14,912 deferred comp interest |
| All other compensation | 6,596 | Dividends on unvested restricted shares + taxable value of excess life insurance |
Additional fixed benefits/policies for directors:
- Deferred Compensation Plan: Directors may defer fees; credited at taxable equivalent BOLI rate; distributions at/after age 59½ (but no later than 72) in lump sum or installments; benefits also upon death, disability, or termination.
- Director Retirement Plan: Eligible if appointed prior to Sep 30, 2022 and ≥5 years of service; base benefit 60% of annual retainer plus 60% of Board meeting fees (frozen through 12/31/2012), with post-2013 accrual of 1.25% of career average cash fees per year; expense recognized in 2024 was $114,611 (plan-level).
- Life insurance coverage for active directors: $110,500–$200,000 (age-reduced beginning at 65).
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| RSUs (2022 Equity Incentive Plan) | Mar 20, 2024 | 4,156 | 47,004 | Vests fully 1 year after grant; dividends declared but paid 30 days post vest; voting allowed on unvested shares (per plan) |
| Stock options (outstanding at 12/31/2024) | — | 36,556 vested; 6,644 unvested | — | 2018 plan options vest over 5 or 7 years by grant; expire at earlier of 10 years or up to 1 year post-service; accelerated on change in control, death, disability, or at “age 72 + 5 years” rule; voting not applicable to options |
| Restricted shares (outstanding at 12/31/2024) | — | 6,647 unvested | — | 2018 plan restricted shares vest over 5 or 7 years; 2022 plan restricted shares vest in 1 year; accelerated on change in control, death, disability, or age/service threshold |
Notes:
- Director equity is time-based; no performance-condition metrics are disclosed for director awards.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None disclosed in NWBI’s 2025 proxy for Paup. |
| Compensation committee interlocks | Company disclosed no interlocks involving the Compensation Committee members (Paup is not a member). |
Expertise & Qualifications
- CEO/operator in branded consumer products with global sales and marketing leadership; strategic planning experience leveraged for NWBI’s organic growth initiatives.
- Independence affirmed; not designated as Audit Committee Financial Expert (not an Audit member).
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Feb 18, 2025) | 115,556 shares; <1% of class. Includes options to purchase 50,530 shares exercisable within 60 days and 10,034 shares held by spouse (shared voting/investment power). |
| Outstanding equity (as of Dec 31, 2024) | 36,556 vested options; 6,644 unvested options; 6,647 unvested restricted shares. |
| Pledging/Hedging | None pledged by directors or executives; company prohibits pledging and hedging by insiders. |
| Ownership guidelines (non-employee directors) | 5x annual cash retainer; 5-year phase-in; shares and vested/unvested RSUs count; options and unvested PSUs do not. Given a $57,500 retainer, implied guideline threshold ≈ $287,500. |
Insider Trades
| Date | Filing | Summary | Source |
|---|---|---|---|
| Aug 1, 2025 | Form 4 | Reported acquisition of NWBI common stock (open-market purchase) | https://www.sec.gov/Archives/edgar/data/1471265/000147126525000134/xslF345X03/wk-form4_1754077126.xml |
Related Party Transactions and Potential Conflicts
- Credit relationships: Paup maintained a home equity line of credit with Northwest Bank in 2024 (largest balance $160,000; 7.25% interest; year-end principal $56,338; principal paid $103,662; interest paid $2,460). Extensions of credit to insiders must be on substantially the same terms as for the general public, with limited employee-rate discounts and Board approvals per Regulation O thresholds.
- Family employment: Spouse (Toni Paup) was a non-executive Northwest Bank employee (employment terminated Sep 20, 2024; 2024 compensation $142,139). Sister (Barbara Sicher) was a non-executive Northwest Bank employee (2024 compensation $224,678). Transactions are reviewed under the company’s Regulation W policy to ensure arm’s-length terms and are reported to the Board/committee.
- Independence maintained: Despite these relationships, the Board determined Paup remains independent.
Governance Assessment
Strengths
- Independent director with consistent attendance (>75%) and participation across Risk Management, Trust, and Innovation & Technology committees; presence supports oversight of risk and digital/technology initiatives.
- Meaningful equity alignment via annual RSUs and legacy options; no pledging or hedging allowed; director ownership guidelines (5x retainer) further align interests.
- Majority voting policy and executive sessions reinforce accountability and independent oversight.
Watch items / potential red flags
- Related-party exposure: personal HELOC and family employment relationships create perception risk, though disclosed and governed by Regulation O/W and Board oversight; independence affirmed by the Board.
- Legacy director retirement and deferred compensation programs increase fixed elements of director pay; while common among community banks, investors may scrutinize non-cash benefits and deferred comp earnings.
Overall implication for investor confidence
- On balance, Paup’s operating expertise and committee engagement, combined with equity-based director compensation and robust anti-hedging/pledging rules, support alignment. The disclosed credit and familial relationships are mitigated by policy controls and oversight, but merit continued monitoring in future proxies and 5.07 8-K voting outcomes.