Robert M. Campana
Northwest BancsharesAbout Robert M. Campana
Independent director of Northwest Bancshares, Inc. since 2015 (age 65 as of Dec 31, 2024). He is CEO of Campana Development (real estate) and Campana Capital (venture capital/private equity), former president of P.C. Campana Inc., and previously served 17 years on the boards of LNB Bancorp, Inc. and Lorain National Bank prior to NWBI’s 2015 acquisition of LNB. He holds a business degree from Bowling Green State University and brings operating, real estate, and compensation strategy experience; he is standing for re‑election at the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| P.C. Campana Inc. | President (former) | Not disclosed | Recognized for entrepreneurial skills; operating experience referenced in NWBI biography |
| LNB Bancorp, Inc. | Director (prior to NWBI deal) | 17 years | Ohio banking market insight; compensation and strategy perspective |
| Lorain National Bank | Director (prior to NWBI deal) | 17 years | Ohio market expertise; governance experience |
External Roles
| Organization | Role | Location | Notes |
|---|---|---|---|
| Campana Development | Chief Executive Officer | Westlake, Ohio | Real estate development |
| Campana Capital | Chief Executive Officer | Westlake, Ohio | Venture capital and private equity |
Board Governance
- Independence: The Board determined Campana is “independent” under Nasdaq standards.
- Years on NWBI board: Director since 2015; nominee for a new 3‑year term at the 2025 meeting.
- Board structure: Independent Chairman (Timothy B. Fannin); CEO and Chair roles separated; executive sessions held by independent directors.
- Committee assignments (2024 year-end):
- Compensation Committee member (the Committee also retained Pearl Meyer as independent consultant)
- Innovation & Technology Committee member
- Risk Management Committee member
- Attendance: In 2024, the Board held 6 regular and 2 special meetings; no director attended fewer than 75% of Board and committee meetings. All directors attended the prior year’s annual meeting.
Fixed Compensation
| Component (Director) | Amount (USD) | Notes |
|---|---|---|
| Board retainer | $57,500 | 2024 cash retainer |
| Compensation Committee member fee | $6,000 | 2024 |
| Innovation & Technology Committee member fee | $10,000 | 2024; chair premium indicated by footnotes across table, Campana not chair |
| Risk Management Committee member fee | $6,000 | 2024 |
| Total cash fees earned/paid | $79,500 | 2024 |
| Change in pension value & deferred comp earnings | $8,542 | 2024 (director retirement/deferred comp plans) |
| All other compensation | $7,036 | Dividends on unvested restricted shares and taxable life insurance value |
| Total 2024 director compensation | $142,082 | Cash + equity + other per proxy |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Restricted Shares (Director annual grant) | 03/20/2024 | 4,156 | $47,004 | Vests fully one year from grant; granted under 2022 Equity Incentive Plan |
| Stock Options (Director) | — | — | — | No options granted under 2022 plan; historical options under 2018 plan (see ownership section) |
No performance metrics apply to director equity; director restricted shares are time-based vesting awards (1-year) and options were from prior plans; 2022 plan did not grant options.
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond NWBI.
- Prior public company boards: LNB Bancorp, Inc. (director); Lorain National Bank (director).
- Compensation Committee interlocks: None identified among executives/directors (no cross-board interlocks); Campana’s banking relationships disclosed separately below.
Expertise & Qualifications
- Education: Business degree, Bowling Green State University.
- Domain expertise: Operating executive experience; real estate development; venture/private equity; 17 years of bank board service (LNB/Lorain).
- Board contribution areas highlighted by NWBI: Ohio market insights; strategy and compensation matters.
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 96,548 shares | As of Feb 18, 2025 |
| Percent of shares outstanding | <1% | “* Less than 1%” per table |
| Options exercisable within 60 days | 36,556 | Included in beneficial ownership |
| Unvested stock options (12/31/2024) | 6,644 | Director-level awards outstanding |
| Unvested restricted shares (12/31/2024) | 6,647 | Director-level awards outstanding |
| Shares pledged as collateral | None | Company prohibits pledging and hedging; none pledged by directors/officers |
| Director stock ownership guideline | 5x annual cash retainer | Applies to non-employee directors |
Related-Party Exposure (Loans; ordinary course)
| Nature | Largest Aggregate Balance in 2024 | Rate | Principal Balance 12/31/2024 | Principal Paid 2024 | Interest Paid 2024 |
|---|---|---|---|---|---|
| Home equity line of credit (Campana) | $851,601 | 7.240% | $629,570 | $852,946 | $52,409 |
| Mortgage loan (Campana) | $159,928 | 1.750% | $127,917 | $32,011 | $2,543 |
| Mortgage loan to family member | $338,967 | 3.750% | $329,990 | $8,977 | $12,558 |
- Additional relationships: Director Campana maintains mortgages, a HELOC, a commercial loan and credit card with Northwest Bank; additional loans to related persons were made; the Board still determined him independent.
- Policy context: NWBI restricts pledging/hedging by insiders; related-party banking services are provided in the ordinary course and reviewed in independence determinations.
Governance Assessment
-
Positives
- Independent director with 10 years of NWBI board service, multi-committee engagement (Compensation; Risk Management; Innovation & Technology), and no attendance concerns.
- Board maintains independent chair structure; strong say‑on‑pay support (96% in 2024), use of independent comp consultant (Pearl Meyer), clawback policy, and no hedging/pledging allowed.
- Meaningful ownership and legacy options indicate alignment; director ownership guidelines in place (5× retainer).
-
Risk indicators and potential conflicts
- Related-party lending relationships with NWBI (including family member mortgage) while serving on the Compensation Committee; disclosed as ordinary-course but may present governance optics; independence reaffirmed by the Board.
- Director retirement/deferred compensation plans exist for legacy directors; plan closed to new participants in 2022; modest ongoing pension value changes reported.
Overall: Campana brings relevant operating and market expertise and is active across key committees. The disclosed personal/family borrowing from NWBI should be monitored for ongoing compliance with related‑party policies and independence standards, given his role on the Compensation Committee.