Wilbur R. Davis
Northwest BancsharesAbout Wilbur R. Davis
Independent director of Northwest Bancshares, Inc. since 2020; age 70; current term expires in 2027 . Co‑founder and former CEO (until 2008) and Chairman (until 2017 sale) of Ontario Systems, LLC; earlier experience in finance, engineering and software systems at MutualBank and General Motors; BS and MBA from Ball State University; honorary doctorate in Business Management from Indiana Wesleyan University; author and organizational effectiveness consultant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ontario Systems, LLC | Co‑Founder; CEO; Chairman | CEO until 2008; Chairman until 2017 sale | Built and led software company; industry recognition |
| Mutual Bank | Board Chair; Director | Chair for last 15 years prior to acquisition by Northwest Bank | Governance leadership; prior Accounting Supervisor overseeing technology infrastructure |
| General Motors | Finance/Engineering/Software Systems | Not disclosed | Technical/operational experience |
| Noble Why, LLC | Founder | Current | Organizational effectiveness consulting focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IU Health East Central Region | Board Member | Not disclosed | Private/non‑profit board service |
| AAA Hoosier Motor Club | Board Member | Not disclosed | Private board service |
Board Governance
- Independence: Board determined Davis is independent under Nasdaq standards .
- Committees: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Attendance: In 2024, the Board met 6 regular and 2 special times; no director attended fewer than 75% of board/committee meetings; Davis served on committees with 2024 meeting counts: Audit (4), Compensation (5), Nominating & Corporate Governance (2) .
- Leadership: Board has independent Chair separate from CEO; risk oversight is via Risk Management Committee; independent directors hold executive sessions .
Committee Assignments (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation | Member | 5 |
| Nominating & Corporate Governance | Chair | 2 |
Fixed Compensation (Director – 2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Board Retainer (cash) | 57,500 | Standard non‑employee director retainer |
| Committee Fees (cash) | 21,000 | Compensation member 6,000; Innovation & Technology member 5,000; Nominating & Corporate Governance Chair 10,000 |
| Total Cash Fees | 78,500 | Sum of cash components |
| Stock Awards (restricted shares) | 47,004 | 4,156 RSAs granted 3/20/2024 at $11.31; one‑year vesting |
| Change in pension value & deferred comp earnings | 163,223 | Director plan accruals/interest on deferrals |
| All other compensation | 4,943 | Dividends on unvested RSAs $3,586; excess life insurance $1,357 |
| Total | 293,670 | 2024 director compensation total |
Performance Compensation
- Directors do not receive performance‑based pay; equity grants are time‑based restricted stock (no PSUs) for directors .
| Equity Grant (Director) | Grant Date | Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock Award | 3/20/2024 | 4,156 | 47,004 | Fully vests one year from grant |
Other Directorships & Interlocks
- Public company boards: none disclosed for Davis .
- Private/non‑profit boards: IU Health East Central Region; AAA Hoosier Motor Club .
- Interlocks/transactions: The independence review notes various companies where Davis is a partner have commercial loans/lines of credit from Northwest Bank; loans must comply with Regulation O and be on market terms .
Expertise & Qualifications
- Entrepreneur and former software CEO/Chairman; 30+ years leadership experience; sought‑after speaker and training consultant .
- Background in finance, engineering, and software systems; prior bank technology oversight; governance experience as former Mutual Bank Chair .
- Education: BS and MBA (Ball State University); honorary doctorate (Indiana Wesleyan University) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 132,114 | Includes 48,000 held by spouse (shared voting/investment power) |
| Options exercisable (within 60 days of 2/18/2025) | 5,760 | Footnoted as part of beneficial ownership |
| Unvested stock options | 1,440 | Director footnote disclosure |
| Unvested restricted shares | 4,696 | As of 12/31/2024 |
| Pledging/Hedging | Prohibited; none pledged by directors/officers | Company policy; no pledging by any director/officer as of 2/18/2025 |
| Director ownership guideline | 5× annual cash retainer | Applies to non‑employee directors |
Governance Assessment
- Board effectiveness: Davis chairs the Nominating & Corporate Governance Committee, a pivotal role for director selection, governance guidelines, and board structure—supports robust governance practices .
- Independence and engagement: Confirmed independent; served on two key committees; board and committees met actively in 2024, and no director fell below 75% attendance—signals strong engagement .
- Alignment: Holds meaningful equity and unvested RSAs/options; company prohibits pledging/hedging; director ownership guideline is 5× cash retainer—positive alignment features .
- Compensation structure: Mix of cash fees and time‑based equity; significant accrual in director retirement/deferred compensation plan ($163,223 change) reflects legacy director benefit design—some investors view director pension/deferred plans as outdated; monitor accruals and plan changes .
- Potential conflicts (Regulation O): Companies where Davis is a partner have banking relationships (commercial loans/lines of credit) with Northwest Bank; disclosures indicate market‑terms and board oversight under Regulation O, but presence of related lending warrants ongoing monitoring of credit terms and approvals (especially for larger exposures) .