Richard K. Laws
Northwest BancsharesAbout Richard K. Laws
Executive Vice President, Chief Legal Counsel and Corporate Secretary of Northwest Bancshares, Inc. and Northwest Bank; employed since March 2013. Prior to NWBI, he served as Senior Counsel at ING Bank, fsb (“ING Direct”). Education: B.A. in Political Science (Juniata College) and J.D., cum laude (Widener University School of Law). He is also an Adjunct Professor at Penn State Law teaching Professional Responsibility and “Modern In‑House Counsel.” Company performance context in 2024: total deposits up 1.4% to $12.14B, adjusted ROAA 0.92% and adjusted ROAE 8.49%, while reported net income was $100.3M; cumulative TSR referenced in pay‑versus‑performance disclosure reached 108.85 since the 2019 baseline.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ING Bank, fsb (“ING Direct”) | Senior Counsel | Not disclosed | Corporate legal leadership at a high‑growth direct bank (prior role immediately before NWBI). |
| Widener University School of Law | External Managing Editor, Journal of Public Law (during law school) | Not disclosed | Editorial leadership and moot court experience (early professional development). |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Penn State Law | Adjunct Professor (Professional Responsibility; Modern In‑House Counsel) | Not disclosed | Develops legal ethics and practical in‑house counsel capabilities; broadens network and talent pipeline. |
Performance Compensation
Company program applies to executives generally; NWBI does not disclose individual bonus outcomes for non‑NEO officers like Mr. Laws. The 2024 Management Bonus Plan metrics and results were:
| Metric | Weighting | Target | Actual (Adj.) | % of Target | Weighted % payout |
|---|---|---|---|---|---|
| Adjusted ROAA | 40% | 0.87% | 0.92% | 110.90% | 44.36% |
| Adjusted ROAE | 30% | 8.20% | 8.49% | 105.90% | 31.77% |
| Efficiency Ratio (excl. intangibles/merger) | 15% | 65.00% | 64.11% | 108.90% | 16.34% |
| Loan Growth | 15% | 4.62% | −1.39% | — | — |
Notes:
- Committee exercised discretion to fund at 100% (versus initial 92.47%) given strategic shift toward commercial loan expansion and over‑target profitability, with individual multipliers by NEO; non‑NEO outcomes are not disclosed.
Long‑term incentives framework (context for executives):
- PSUs: 3‑year vesting; payout 50%/100%/150% at 25th/50th/75th percentile of peer rank on relative Core ROAA vs KRX index; straight‑line interpolation.
- RSUs: time‑based vesting in equal annual installments over three years (unless otherwise specified).
Equity Ownership & Alignment
Policy prohibits pledging and hedging; company disclosed no insider pledges as of Feb. 18, 2025. Stock ownership guidelines apply to NEOs (CEO 3x salary; other NEOs 1x), with all NEOs meeting requirements; guidelines for non‑NEOs are not specified.
Recent insider transactions by Richard K. Laws:
| Transaction date | Transaction | Shares | Price | Post‑transaction direct holding | Indirect holding (401‑K) |
|---|---|---|---|---|---|
| 2025‑05‑12 | Option exercise (M) | 6,528 | $12.37 | 69,729 | 5,625.777 |
| 2025‑05‑12 | Sale (S) | 6,374 | $12.67 | 63,355 | 5,625.777 |
| 2025‑06‑06 | Option exercise (M) | 10,733 | $9.71 | See Form 4 | See Form 4 |
| 2025‑06‑06 | Sale (S) | 9,010 | $12.38 | See Form 4 | See Form 4 |
Citations: SEC Form 4 (filing and XML index pages) for 2025‑05‑12 and 2025‑06‑10 reporting dates.
Additional context:
- 2025‑08‑20 Form 4 shows administrative adjustment entries for CEO’s RSUs (signed by CFO as attorney‑in‑fact), underscoring active Section 16 controls; Mr. Laws frequently serves as attorney‑in‑fact for other insiders.
Employment Terms
- Current role: Executive Vice President, Chief Legal Counsel and Corporate Secretary; employed since March 2013.
- Individual employment or change‑in‑control agreement for Mr. Laws is not disclosed in the 2025 proxy; NWBI discloses detailed employment and CoC terms for CEO and CFO, and CoC agreements for CRO, CCB Officer, and CIO.
- Corporate policies: Clawback policy compliant with SEC/Nasdaq; insider trading policy; no pledging/hedging permitted.
Fixed Compensation
Not individually disclosed for Mr. Laws (he is not a Named Executive Officer). The Summary Compensation Table covers only NEOs listed in the CD&A; Mr. Laws is not included.
Equity Ownership & Alignment Details (Company‑level policies)
| Item | Policy / Status |
|---|---|
| Pledging/Hedging | Prohibited; no insider pledges as of Feb. 18, 2025. |
| Stock Ownership Guidelines | CEO 3x salary; other NEOs 1x salary; all NEOs in compliance; non‑NEO applicability not specified. |
| Clawback | Adopted and filed; applies to erroneously awarded incentive compensation. |
Performance & Track Record (Company context during tenure)
| Metric | 2024 value |
|---|---|
| Deposits | +1.4% to $12.14B |
| Net income (GAAP) | $100.3M |
| Adjusted ROAA | 0.92% |
| Adjusted ROAE | 8.49% |
| Cumulative TSR (2019–2024) | 108.85 |
Governance & Committee Infrastructure (Context)
- Compensation Committee: independent directors; uses Pearl Meyer as independent consultant; no tax gross‑ups; double‑trigger equity vesting; no option repricing.
- Say‑on‑Pay: 96% approval at 2024 annual meeting.
- Corporate secretary duties: Mr. Laws signs proxy materials and certain 8‑Ks on behalf of NWBI.
Compensation Structure Analysis (Signals)
- Increased emphasis on performance‑based equity (PSUs) with explicit relative Core ROAA framework; RSUs remain for retention.
- Strong governance features: clawback, no hedging/pledging, no tax gross‑ups, independent consultant.
- Discretionary adjustment to annual bonus funding underscores committee’s focus on strategic mix and profitability rather than pure asset growth.
Risk Indicators & Red Flags
- Hedging/Pledging: Explicitly prohibited (reduces misalignment risk).
- Clawback: Implemented and filed (mitigates restatement risk).
- Insider selling: Mr. Laws executed option exercises and subsequent sales in May and June 2025; these align with nearing option expirations and typical liquidity/tax management for Section 16 officers. Interpretation should consider plan windows and expirations.
Compensation Peer Group (Benchmarking)
Peer group used for 2024 benchmarking included banks such as Atlantic Union (AUB), First Financial (FFBC), First Merchants (FRME), Community Bank System (CBU), WesBanco (WSBC), WSFS (WSFS), Park National (PRK), S&T Bancorp (STBA), among others; NWBI positioned near median asset size.
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: >96% of votes cast in favor; frequency vote set to annual.
Expertise & Qualifications
- Legal leadership with enterprise governance and securities disclosure experience; Corporate Secretary role; significant in‑house counsel background (ING Direct) and academic contributions at Penn State Law.
Work History & Career Trajectory
| Organization | Role | Time at company | Notes |
|---|---|---|---|
| Northwest Bancshares, Inc./Northwest Bank | EVP, Chief Legal Counsel & Corporate Secretary | Since March 2013 | Executive officer and Corporate Secretary; signs proxies and 8‑Ks. |
| ING Bank, fsb (“ING Direct”) | Senior Counsel | Not disclosed | Pre‑NWBI role. |
Investment Implications
- Alignment: No pledging/hedging allowed; PSUs tie long‑term pay to relative Core ROAA; clawback in place—positive governance and alignment signals.
- Retention/Selling pressure: Mr. Laws’ 2025 option exercises and partial sales likely reflect expiration management and liquidity/tax; no evidence of pledging or hedging; he retains a meaningful direct and 401‑K position.
- Company execution backdrop: 2024 results show resilient profitability and deposit stability amid industry challenges; compensation committee’s discretionary funding indicates strategic focus on profitable growth over asset expansion—supportive of disciplined management posture.