Timothy M. Hunter
Northwest BancsharesAbout Timothy M. Hunter
Timothy M. Hunter, 62, is Vice Chairman of the Board at Northwest Bancshares, Inc. (NWBI), serving as a director since 2015. He is a CPA with an Accounting degree from Villanova University, previously worked at Ernst & Young in Philadelphia, and has been President & CEO of McInnes Rolled Rings (Erie, PA) since 2003. The Board deems him independent under Nasdaq standards, and he is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McInnes Rolled Rings (Erie, PA) | President & CEO | 2003–present | Middle-market manufacturing operations and finance leadership |
| Ernst & Young (Philadelphia) | CPA | Prior to 2003 | Audit/accounting foundation; enhances financial oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Erie Regional Chamber and Growth Partnership | Director | Not disclosed | Regional economic/industry perspective |
| Manufacturer & Business Association | Past Chairman | Not disclosed | Industry leadership; governance experience |
| Erie Community Foundation | Past Chairman | Not disclosed | Community engagement; stakeholder insight |
Board Governance
- Structure and independence
- Separate independent Chairman (Timothy B. Fannin) and CEO (Louis J. Torchio). Hunter serves as Vice Chairman and is an independent director.
- Designated “audit committee financial expert” by the Board.
- Committee assignments and roles (as of year-end 2024)
- Audit Committee – Member
- Compensation Committee – Chair
- Nominating & Corporate Governance Committee – Member
- Trust Committee – Member (indicated via committee fee)
- Attendance and engagement
- Board: 6 regular and 2 special meetings in 2024; Audit (4), Compensation (5), Nominating & Corporate Governance (2), Trust (4). No director attended fewer than 75% of their Board/committee meetings. All then-current directors attended the prior Annual Meeting.
Fixed Compensation (Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board Retainer (cash) | $57,500 | Standard non-employee director annual cash retainer |
| Vice Chairman Retainer (cash) | $15,000 | Vice Chairman cash stipend |
| Audit Committee (member) | $7,500 | Committee membership fee |
| Compensation Committee (Chair) | $12,500 | Chair-level fee (denoted in table) |
| Nominating & Corp. Governance (member) | $5,000 | Committee membership fee |
| Trust Committee (member) | $5,000 | Committee membership fee |
| Total Cash Fees | $102,500 | Sum of cash components |
| Director Stock Award (RSAs) | $47,004 | 4,156 shares granted 3/20/2024 at $11.31 grant-date value (1-year vest) |
| Change in Director Pension/Deferred Comp Value | $25,297 | Director plan accrual/interest |
| All Other Compensation | $7,118 | Dividends on unvested restricted shares; taxable value of excess life insurance |
| Total 2024 Director Compensation | $181,919 | Per director comp table |
- Deferred compensation and retirement benefits for directors:
- Non-qualified Deferred Compensation Plan allows fee deferrals; balances accrue at the taxable equivalent yield on bank-owned life insurance.
- Director Retirement Plan provides benefits based on frozen 2012 formula plus 1.25% accrual of career average cash fees per service year from 2013 onward.
Performance Compensation
- Non-employee directors receive time-based equity (restricted shares/units) that vest with service; there are no disclosed performance metrics tied to director equity awards. 2024 grant to directors vests fully one year from grant date (time-based).
No performance metric table is presented because director equity is service-vested, not performance-vested.
Other Directorships & Interlocks
- Other public company boards: None disclosed for Hunter.
- Compensation Committee Interlocks: None. Committee members (Hunter (Chair), Campana, Davis, Tullio, Vegas) were not officers or employees; no interlocks reported.
Expertise & Qualifications
- CPA; significant accounting/reporting expertise; designated Audit Committee Financial Expert.
- Deep operating and financial leadership in manufacturing; prior Big Four audit experience; community and regional economic engagement.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2/18/2025) | 215,230 shares; less than 1% of class. Includes options to purchase 43,756 shares exercisable within 60 days. |
| Unvested holdings (12/31/2024) | 6,644 unvested stock options and 6,647 unvested restricted shares (aggregate across grants). |
| Pledging/Hedging | Company prohibits pledging and hedging; none of directors/executives had shares pledged as of 2/18/2025. |
| Director ownership guidelines | Non-employee directors: 5x annual cash retainer; 5-year compliance window (status by director not disclosed). |
Insider Trades (recent)
| Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-08-06 | Open market purchase | 10,000 | $11.656 (avg) | 185,751 | Form 4 excerpt (StockTitan) and media summaries |
Governance Assessment
-
Strengths
- Independent Vice Chairman; separate Chair/CEO governance; independent director leadership structure.
- Chair of Compensation Committee; use of independent consultant (Pearl Meyer); committee reviews risk and governance; no interlocks reported.
- Audit Committee Financial Expert designation enhances financial oversight.
- Attendance and engagement robust; no director below 75% attendance; all attended prior annual meeting.
- Strong shareholder support for executive pay (Say-on-Pay >96% in 2024) during period when Hunter chaired Compensation Committee, indicating broad investor alignment.
- Insider open-market purchase in Aug 2025 suggests positive alignment/sentiment.
-
Potential risks/considerations
- Director Retirement Plan and deferred compensation for directors can be viewed by some investors as legacy/less-preferred governance practices; however, retiree plan accruals are formulaic and largely frozen with modest ongoing accruals.
- Related party loan disclosures exist for certain directors (e.g., Campana, Paup) under Reg O at market terms; Hunter is not listed, reducing direct conflict exposure.
- As Compensation Chair, oversight of significant one-time CEO RSU grant (valued at $2.0M, 4-year cliff) may draw scrutiny; committee rationale emphasized retention and transformation progress.
Appendix – Director Compensation Detail (2024, per Proxy)
| Category | Value |
|---|---|
| Fees earned/paid in cash | $102,500 |
| Stock awards (grant-date fair value) | $47,004 (4,156 shares granted 3/20/2024; vests 1 year) |
| Change in pension value and deferred comp earnings | $25,297 |
| All other compensation | $7,118 (dividends on unvested restricted shares; excess life insurance) |
| Total | $181,919 |
Key Governance Policies
- Majority voting policy for uncontested director elections; incumbents receiving more “withheld” than “for” must tender resignation.
- Clawback policy (aligned with SEC/Nasdaq) for executive incentive compensation (director equity not specified); robust insider trading, no-pledging/hedging policies.
- Nominating/Governance emphasizes independence, ethics, time commitment, community familiarity, and balanced board skills.
No related-party transactions or loans involving Timothy M. Hunter were disclosed; Hunter is independent, serves as Compensation Committee Chair and Audit Committee member/financial expert, maintains strong attendance, and has recently increased ownership via open-market purchase—factors supportive of investor confidence.