Richard A. Grafmyre
Northwest BancsharesAbout Richard A. Grafmyre
Richard A. Grafmyre was appointed as a non-employee, Class II director to the boards of Northwest Bancshares, Inc. (NWBI) and Northwest Bank upon closing of NWBI’s acquisition of Penns Woods Bancorp on July 25, 2025; his initial NWBI term runs until the 2026 annual meeting . He previously served as Chief Executive Officer of Penns Woods since October 2010 . Age and education are not disclosed in NWBI’s filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penns Woods Bancorp, Inc. | Chief Executive Officer; Director | Oct 2010 – Jul 2025 | CEO and director leading the institution through strategic combination with NWBI; board considered his appointment to NWBI as part of merger benefits |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northwest Bancshares, Inc. | Director (Class II) | Jul 2025 – Present | Appointed at closing; committee assignments to be determined later |
| Northwest Bank | Director (Class II) | Jul 2025 – Present | Appointed concurrently with NWBI board |
| Penns Woods Bancorp, Inc. | Director | Through Jul 2025 | Beneficial owner prior to merger (139,730 shares, 1.83%) |
Board Governance
- Appointment and term: Class II director, initial term ends at NWBI’s 2026 annual meeting; also appointed to Northwest Bank board .
- Independence and conflicts: NWBI determined neither Mr. Grafmyre nor immediate family members had transactions requiring related-party disclosure under Item 404(a) at appointment .
- Committees: Committee appointments “to be determined” post-closing .
- Board structure context: NWBI operates with an independent Chairman distinct from the CEO, with risk oversight via dedicated board committees (Audit, Compensation, Nominating & Corporate Governance, Risk Management, Innovation & Technology, Trust) .
Fixed Compensation
Mr. Grafmyre will receive compensation “on the same basis as other non-employee directors” of NWBI and Northwest Bank . NWBI’s 2024 director compensation structure (illustrative of policy):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee directors) | $57,500 | Cash retainer |
| Independent Chairman Retainer | $51,000 | Additional cash; role held by Timothy B. Fannin in 2024 |
| Vice Chairman Retainer | $15,000 | Additional cash; role held by Timothy M. Hunter in 2024 |
| Committee Membership Fees (per committee) | Audit $7,500; Compensation $6,000; Risk Mgmt $6,000; Nominating & Corp Gov $5,000; Innovation & Tech $5,000; Trust $5,000 | Cash fees; chair roles carry higher amounts (e.g., select chairs at $10,000–$15,000) |
| Annual Equity Grant (restricted shares) | 4,156 shares; $47,004 fair value | Grant on Mar 20, 2024; fully vests in one year |
Stock ownership guidelines require non-employee directors to hold equity equal to 5x annual cash retainer, with a 5-year phase-in; pledging and hedging of company stock are prohibited .
Performance Compensation
NWBI director equity is time-based (restricted shares) without performance metrics . For context on performance-linked incentives overseen at NWBI, the executive PSU program uses Core ROAA relative to the KRX index:
| Metric | Weighting | Threshold (25th pct; 50% payout) | Target (50th pct; 100% payout) | Max (75th pct; 150% payout) |
|---|---|---|---|---|
| Relative Core ROAA vs KRX | 100% | 25th percentile → 50% payout | 50th percentile → 100% payout | 75th percentile → 150% payout |
Change-in-control (Penns Woods) benefits paid/estimated at merger closing:
| Component | Amount (S-4/A, Feb 20, 2025) |
|---|---|
| Cash severance | $2,285,612 |
| Equity (unvested options conversion value) | $621,391 |
| Health & welfare benefits (up to 24 months) | $44,640 |
| Total | $2,951,643 |
Earlier S-4 estimates (Jan 27, 2025) reflected a total of $2,929,568 based on slightly different equity value assumptions .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| NWBI | Director | Appointment was a negotiated term of the merger, raising standard interlock considerations but no Item 404(a) related-party transactions at appointment |
| Penns Woods (pre-merger) | CEO & Director | Directed Penns Woods through transaction; NWBI committed to nominate him post-merger |
Expertise & Qualifications
- Banking leadership: 15+ years as CEO of a publicly traded bank holding company prior to joining NWBI’s board (Penns Woods CEO since 2010) .
- Transaction experience: Executed strategic merger with NWBI and transition governance agreements .
Equity Ownership
| Security | Holder | Shares | % Outstanding | Notes |
|---|---|---|---|---|
| NWBI Common Stock (as of 07/25/2025) | Richard A. Grafmyre | 0 | — | Form 3 filed showed no NWBI beneficial ownership at appointment |
| Penns Woods Common Stock (as of 02/10/2025) | Richard A. Grafmyre | 139,730 | 1.83% | Pre-merger beneficial ownership at Penns Woods |
Insider Trades
| Filing | Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Jul 29, 2025 | Reported no NWBI securities beneficially owned at appointment; filed by Attorney-in-Fact |
Governance Assessment
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Signals of board effectiveness:
- Independent, non-employee appointment with no related-party transactions requiring disclosure at appointment; committee roles pending .
- NWBI board structure separates Chair and CEO, with active risk oversight committees .
- Director compensation reviewed with independent consultant (Pearl Meyer) and market benchmarks; transparent fee structure and annual equity grants .
-
Alignment and incentives:
- Director stock ownership guideline of 5x cash retainer; prohibition on pledging/hedging enhances alignment; initial NWBI holding was zero at appointment, implying a 5-year build toward guideline via grants/purchases .
-
Potential conflicts and RED FLAGS:
- Board seat commitment embedded in the merger agreement (customary but can be perceived as negotiated governance) .
- Significant change-in-control payments from Penns Woods concurrent with appointment to NWBI board; however, NWBI disclosed no Item 404(a) related-party transactions at appointment .
- Committee assignments “to be determined,” so oversight influence areas not yet defined .
-
Shareholder sentiment context:
- NWBI say-on-pay support exceeded 96% in 2024, indicating broad shareholder approval of compensation governance at the company level .
Overall, his long-tenured banking leadership and absence of 404(a) conflicts support confidence, while the merger-linked appointment and parachute optics warrant monitoring of independence-in-fact, committee placement (e.g., Risk or Nominating), and progress toward stock ownership guidelines .