Timothy B. Fannin
Northwest BancsharesAbout Timothy B. Fannin
Timothy B. Fannin (age 71) is Independent Chairman of the Board at Northwest Bancshares, Inc.; he has served as a director since 2013. A retired CPA and former partner at Catalano, Case, Catalano & Clark-Radzieta, LLP with 28 years in public accounting, he was formerly certified in business valuations and financial forensics, and taught accounting/finance as an adjunct professor at Penn State (2007–2009). His background equips him as an audit committee financial expert and for oversight of audit, tax, financial reporting, and risk management; he also served as board chair for several economic development organizations in Pennsylvania and is a U.S. Army veteran, with a Business/Public Administration degree (University of Pittsburgh) and MBA (Clarion University of Pennsylvania) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Catalano, Case, Catalano & Clark-Radzieta, LLP (CPA firm) | Partner (retired) | 28 years | Formerly certified in business valuations and financial forensics; audit/tax/financial reporting and risk oversight expertise |
| Pennsylvania State University | Adjunct Professor (Accounting & Finance) | 2007–2009 | Academic teaching in accounting/finance |
| Economic Development Organizations (Clearfield & Elk Counties, PA) | Board Chairman | Not disclosed | Regional economic development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Pittsburgh at Bradford | Advisor Board member | Current | Advisory role |
| Bradford Education Foundation | Board of Directors | Current | Education-focused board service |
Board Governance
- Structure: Separate Independent Chairman and CEO; Mr. Fannin serves as Independent Chairman, Mr. Torchio as CEO .
- Independence: Board determined Mr. Fannin is independent under Nasdaq standards .
- Committees: Member—Audit Committee; Member—Nominating & Corporate Governance; Audit Committee financial expert designation .
- Additional committee service: Trust Committee membership (cash fee received) .
- Attendance: In 2024, Board held 6 regular and 2 special meetings; committees met Audit (4), Compensation (5), Nominating (2). No director attended fewer than 75% of their Board and committee meetings .
- Executive sessions: Independent directors meet in executive sessions .
- Risk oversight: Board oversight via Risk Management Committee and reports from committee chairs and officers .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Yes | John P. Meegan |
| Compensation | No | Timothy M. Hunter |
| Nominating & Corporate Governance | Yes | Wilbur R. Davis |
| Risk Management | Not disclosed for Fannin | Not disclosed in excerpt |
| Trust | Cash fee received (member) | Not disclosed |
Fixed Compensation
| Cash Component (2024) | Amount ($) |
|---|---|
| Board retainer | 57,500 |
| Independent Chairman fee | 51,000 |
| Audit Committee member fee | 7,500 |
| Nominating & Corporate Governance Committee member fee | 5,000 |
| Trust Committee member fee | 5,000 |
| Total cash compensation | 126,000 |
Additional reported components (2024 director compensation table):
| Category | Amount ($) |
|---|---|
| Fees earned or paid in cash | 126,000 |
| Stock awards (aggregate grant-date fair value) | 47,004 |
| Change in pension value & nonqualified deferred comp earnings | 15,465 |
| All other compensation (dividends on unvested restricted shares + taxable value of excess life insurance) | 7,426 |
| Total | 195,895 |
- Director compensation benchmark: Board uses market survey data and consults Pearl Meyer, an independent compensation consultant .
Performance Compensation
- Equity grant policy: Non-employee directors received restricted shares; 4,156 shares granted on March 20, 2024 at $11.31 grant-date value per share; award vests fully one year from grant .
- Stock ownership guidelines: Non-employee directors required to hold equity equal to 5x annual cash retainer, with five-year phase-in; shares owned and vested/unvested RSUs count, options and unvested PSUs do not .
- Anti-hedging/pledging: Insiders prohibited from pledging stock or engaging in hedging transactions .
| Equity Award | Grant Date | Shares Granted | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | 2024-03-20 | 4,156 | 47,004 | 1-year cliff vest |
| Stock Award (Form 4 “A-Award”) | 2025-03-07 | 4,277 | Not disclosed | Not disclosed (Form 4 indicates award; price $0) |
No performance-based metrics (e.g., TSR, revenue/EBITDA hurdles) are disclosed for director equity grants; awards are time-based vesting restricted shares .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Positions |
|---|---|---|---|
| None disclosed (public company boards) | — | — | — |
- Banking products/relationships reviewed in independence determinations: Director Fannin has an unsecured line of credit with Northwest Bank; Board deemed him independent; listed transactions for other directors are routine bank products .
Expertise & Qualifications
- Retired CPA; former certifications in business valuations and financial forensics .
- Audit committee financial expert designation by Board .
- Academic and community leadership: Adjunct professor (PSU, 2007–2009); advisor/board roles at University of Pittsburgh at Bradford and Bradford Education Foundation; economic development board chair experience .
- U.S. Army veteran; degrees in Business/Public Administration and MBA .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 18, 2025) | 60,882 shares; includes options to purchase 32,956 shares exercisable within 60 days |
| Ownership as % of shares outstanding | Less than 1% |
| Options outstanding (Dec 31, 2024) | 32,956 vested; 6,644 unvested |
| Restricted stock unvested (Dec 31, 2024) | 6,647 shares |
| Pledged shares | None; company prohibits pledging |
| Hedging | Prohibited |
| Ownership guideline | 5x annual cash retainer for non-employee directors |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|---|
| 2025-03-11 | 2025-03-07 | Award (A) | 4,277 | 0.00 | 27,541 | https://www.sec.gov/Archives/edgar/data/1471265/000147126525000049/0001471265-25-000049-index.htm |
| 2025-01-30 | 2025-01-28 | Sale (S) | 3,500 | 13.025 | 23,264 | https://www.sec.gov/Archives/edgar/data/1471265/000147126525000007/0001471265-25-000007-index.htm |
| 2024-03-22 | 2024-03-20 | Award (A) | 4,156 | 0.00 | 26,764 | https://www.sec.gov/Archives/edgar/data/1471265/000147126524000022/0001471265-24-000022-index.htm |
| 2023-12-15 | 2023-12-13 | Sale (S) | 6,110 | 12.14 | 22,608 | https://www.sec.gov/Archives/edgar/data/1471265/000147126523000143/0001471265-23-000143-index.htm |
| 2023-06-14 | 2023-06-12 | Purchase (P) | 1,675 | 11.5193 | 4,661.78 | https://www.sec.gov/Archives/edgar/data/1471265/000147126523000099/0001471265-23-000099-index.htm |
| 2023-03-17 | 2023-03-15 | Award (A) | 3,672 | 0.00 | 28,718 | https://www.sec.gov/Archives/edgar/data/1471265/000147126523000035/0001471265-23-000035-index.htm |
Governance Assessment
- Board effectiveness: Independent Chairman structure, audit committee financial expert status, and active risk oversight signal strong governance and investor alignment .
- Independence/attendance: Board deemed Fannin independent; directors met attendance thresholds (>75% of Board/committee meetings) .
- Compensation alignment: Cash retainer and committee fees complemented by modest, time-based restricted stock grants vesting over one year; no performance-conditioned awards disclosed for directors, aligning with typical bank director pay practices and ownership guideline of 5x cash retainer .
- Ownership/insider signals: No pledging or hedging; beneficial ownership includes significant exercisable options; recent activity includes routine annual equity awards and modest open market sale/purchase activity .
- Potential conflicts (RED FLAG screening): Routine personal banking relationship (unsecured line of credit) disclosed in independence review; no shares pledged and no related-party transactions requiring reporting for Fannin identified in the proxy excerpt .
Notes
- Committee memberships and chair roles based on year-end 2024 composition .
- 2024 director equity grant terms apply uniformly; grant and vesting specifics cited .
- Insider transactions and post-trade holdings sourced from SEC Form 4 filings (links above).