Pablo A. Vegas
Northwest BancsharesAbout Pablo A. Vegas
Pablo A. Vegas (age 51) is an independent director of Northwest Bancshares, Inc. (NWBI) serving since 2022; his current board term runs through 2026 . He is President & CEO of ERCOT (since 2022) and previously held senior operating roles at NiSource (EVP, COO, President of Utilities, 2019–2022) and American Electric Power (including President & COO of AEP Ohio, AEP Texas, and CIO), with earlier leadership roles at IBM, PwC, and Andersen Consulting; he holds a B.S. in Mechanical Engineering from the University of Michigan and completed Harvard Business School’s Advanced Management Program . He serves on the Harvard Business School Global Advisory Board, is a member of the Latino Corporate Directors Association and Austin Area Research Organization, and was appointed to the Texas Energy Reliability Council in 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NiSource, Inc. | EVP, COO; President of Utilities; prior roles incl. Chief Customer Officer, EVP Gas Segment, President Columbia Gas Group | 2019–2022 | Led multi-utility operations with focus on P&L optimization and strategic planning |
| American Electric Power (AEP) | President & COO, AEP Ohio; AEP Texas; Chief Information Officer; other senior roles | — (prior to 2019) | Utility operations leadership, technology and innovation across major regulated platforms |
| IBM; PwC; Andersen Consulting | Senior leadership positions | — | Management consulting and technology leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electric Reliability Council of Texas (ERCOT) | President & CEO | 2022–present | Grid reliability leadership for ERCOT market |
| Harvard Business School | Global Advisory Board Member | — | Strategic advisory engagement |
| Texas Energy Reliability Council | Appointee (by Governor Abbott) | 2022–present | State energy reliability coordination |
| Latino Corporate Directors Association | Member | — | Corporate governance community engagement |
| Austin Area Research Organization | Member | — | Regional research and policy engagement |
Board Governance
- Independence: The Board determined Mr. Vegas is independent under Nasdaq standards .
- Years of service: Director since 2022; current term expires 2026 .
- Attendance and engagement: In 2024, the Board held 6 regular and 2 special meetings; no director (including Mr. Vegas) attended fewer than 75% of Board and committee meetings on which they served; all then-current directors attended the prior year’s Annual Meeting of Shareholders .
- Board leadership: NWBI has an independent Chairman (Timothy B. Fannin) separate from the CEO .
| Committee | Role | 2024 Committee Meetings Held |
|---|---|---|
| Compensation | Member | 5 |
| Nominating & Corporate Governance | Member | 2 |
| Innovation & Technology | Member | 4 |
Fixed Compensation (Director)
| Component (2024) | Amount (USD) |
|---|---|
| Board Cash Retainer | $57,500 |
| Compensation Committee member fee | $6,000 |
| Innovation & Technology Committee member fee | $5,000 |
| Nominating & Corporate Governance Committee member fee | $5,000 |
| Total Cash Fees Earned | $73,500 |
| Change in pension value / deferred comp earnings | $2,164 |
| All other compensation (dividends on restricted shares; excess life insurance taxable value) | $3,352 |
Notes:
- NWBI maintains a non-qualified deferred compensation plan for directors and a legacy directors’ retirement plan (frozen to new participants after Sept. 30, 2022), which influences “Change in pension value” reporting; active directors may defer fees and accrue interest per plan terms . Directors appointed after Sept. 30, 2022 are not eligible to newly enter the retirement plan; existing participants continue vesting under amended terms .
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value | Vesting / Key Terms |
|---|---|---|---|---|
| 03/20/2024 | Restricted Shares | 4,156 | $47,004 | 100% vest after one year; 2022 EIP; under 2022 plan, dividends on director restricted shares are declared but paid 30 days after vesting; voting permitted while unvested |
- Directors receive time-based RSUs/restricted shares; no performance metrics apply to director equity awards .
Other Directorships & Interlocks
- No other public company directorships disclosed for Mr. Vegas in NWBI’s 2025 proxy; biography lists operating/external roles (ERCOT, HBS board, LCDA, AARO) but no additional public company boards .
Expertise & Qualifications
- Regulated utilities leadership (electric and gas), P&L optimization, strategic planning, technology innovation, environmental sustainability; prior CIO experience; consulting/technology pedigree (IBM, PwC, Andersen Consulting) .
- Education: B.S. Mechanical Engineering (University of Michigan); Advanced Management Program (Harvard Business School) .
- Governance/community: HBS Global Advisory Board; LCDA member; Texas Energy Reliability Council appointee .
Equity Ownership
| Ownership Detail (as of Feb 18, 2025) | Amount |
|---|---|
| Beneficial ownership (common shares) | 11,574 (<1% of outstanding) |
| Unvested restricted shares (as of Dec 31, 2024) | 4,156 |
| Stock options (vested/unvested) | 0 / 0 |
| Shares pledged as collateral | None; policy prohibits pledging and hedging; company states no directors/officers had any shares pledged as of Feb 18, 2025 |
| Stock ownership guidelines (non-employee directors) | 5× annual cash retainer; 5-year phase-in; unvested RSUs count; options and unvested PSUs do not |
Insider Trades (Form 4 – NWBI)
| Filing Date | Transaction Date | Form 4 Link | Transaction | Shares |
|---|---|---|---|---|
| 03/22/2024 | 03/20/2024 | https://www.sec.gov/Archives/edgar/data/1673333/000147126524000041/0001471265-24-000041-index.htm | Stock Award (Director grant) | 4,156 |
| 03/17/2023 | 03/15/2023 | https://www.sec.gov/Archives/edgar/data/1673333/000147126523000051/0001471265-23-000051-index.htm | Stock Award (Director grant) | 3,672 |
| 05/20/2022 | 05/18/2022 | https://www.sec.gov/Archives/edgar/data/1673333/000147126522000076/0001471265-22-000076-index.htm | Stock Award (Director grant) | 3,746 |
| 03/11/2025 | — | https://www.sec.gov/Archives/edgar/data/1471265/0001471265-25-000026-index.html | Form 4 filed (details in filing) | — |
Note: 2024 director grant also disclosed in the proxy director compensation table (4,156 shares; $47,004 fair value) .
Related-Party Transactions & Conflicts
- The proxy discloses certain director loans (e.g., Campana, Paup) and confirms that such extensions of credit to insiders are on substantially similar terms as the public and subject to Regulation O governance; no loans or related-party transactions are disclosed for Mr. Vegas in 2024 .
- Compensation Committee Interlocks: Mr. Vegas served on NWBI’s Compensation Committee in 2024; no Compensation Committee interlocks or insider participation issues were reported (except noted loans for Director Campana) .
Governance Assessment
Strengths
- Independent director with deep regulated-utility operations and technology leadership; relevant to NWBI’s risk management and technology oversight needs .
- Active on Compensation and Nominating & Corporate Governance committees, and Innovation & Technology; diversified committee exposure without chair-related concentration risk .
- Clean related-party profile; no disclosed loans or transactions involving Mr. Vegas; company prohibits pledging/hedging; no shares pledged across directors/officers .
- Board structure includes independent chair; robust policies (clawback policy compliant with Nasdaq/Rule 10D-1; stock ownership guidelines) .
- 2024 say-on-pay support >96% indicates broad shareholder alignment on compensation governance .
Watch items
- Time commitments: Mr. Vegas is a full-time CEO at ERCOT; while 2024 attendance thresholds were met and engagement expectations were satisfied, ongoing monitoring of workload/availability remains prudent for committee effectiveness .
- Director retirement plan: While frozen to new participants after 9/30/2022, NWBI maintains a legacy directors’ retirement plan; Mr. Vegas reported a $2,164 change in pension/deferred comp value in 2024. Some investors view director retirement benefits as less aligned with best practices, albeit impact appears modest and plan largely limited by amendments .
Overall implication: Mr. Vegas brings valuable large-utility operating and technology expertise, is independent, and shows adequate engagement, with no evident conflicts; oversight quality signals (independent chair, committee structure, policies) support investor confidence, with standard monitoring of time commitments and legacy director benefit design appropriate .