Bruce Knox
WESBANCOAbout Bruce Knox
Independent director at WesBanco, Inc. (WSBC) since 2007; age 64; current term expires at the 2027 annual meeting. Former Oak Hill Financial, Inc. CIO with ~27 years of banking experience in operations, data processing, and ALM; viewed by the board as providing critical oversight on technology initiatives and internet banking products . The board classifies him as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Hill Financial, Inc. | Executive Vice President; Chief Information Officer | EVP: Jan 2005–Dec 2007; CIO: Jan 2000–Dec 2007 | Led technology and data processing; ALM expertise |
| Oak Hill Banks | Executive Vice President | Dec 2007–May 2008 | Post‑merger transition leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Independent director (board independence 80%) .
- Tenure and role: Director since 2007; term ends 2027 .
- Committees (member): Audit; Nominating; Personnel & Post‑Retirement; Insurance .
- Attendance and engagement: Each director attended at least 75% of board and committee meetings in 2024; Knox was not listed among the few who missed the 2024 stockholders meeting (exceptions were McCamic, Allen‑Herring, Cornelsen) .
- Committee intensity: Audit Committee met 10x in 2024; Nominating 1x; Compensation 3x; Executive 4x; regular independent executive sessions at least twice annually (latest Oct 24, 2024) .
- Appointment history: Initially appointed pursuant to Oak Hill merger agreement; the “recommended nominee” obligation (minimum one full three‑year term) has been fulfilled .
Fixed Compensation (Director Pay Structure and 2024 Actuals)
| Component | Policy Detail | 2024 Amount (Knox) |
|---|---|---|
| Annual cash retainer | $50,000 (paid quarterly) | Included in cash total below |
| Board meeting fees | $1,500 per board meeting; $1,250 per Executive Committee meeting | — |
| Other committee meeting fees | $1,000 per committee meeting | — |
| Chair retainers | Chair of Board: $125,000; Audit Chair: $75,000 (not applicable to Knox) | $0 |
| Equity grant | $50,000 in three‑year time‑vested restricted stock (granted at April reorg meeting) | $50,000 |
| 2024 cash fees (WesBanco, Inc. + Bank) | Based on meeting activity | $79,500 (Inc.); $0 (Bank) |
| 2024 total director compensation | Cash + equity | $129,500 |
- Mix and alignment: Cash 61.4% ($79.5k) vs. equity 38.6% ($50k) in 2024, reinforcing ownership alignment .
- Non‑employee directors are encouraged to own a significant amount of stock; the board reviews peer practices and oversees director pay program design .
Performance Compensation
- Directors receive time‑vested, not performance‑vested awards: annual three‑year restricted stock grants; no director performance metrics are specified for equity vesting (executive performance plans are separate) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | None disclosed; no compensation committee interlocks reported for company executives/board . |
Expertise & Qualifications
- Core expertise: Information technology, data processing, operations, and ALM from CIO/EVP roles at Oak Hill; provides counsel on strategic direction in IT and digital banking .
- Audit oversight: Member of Audit Committee (10 meetings held in 2024), contributing to oversight of financial reporting, internal controls, compliance, and risk .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 35,350 shares (includes 1,982 shares in a retirement account) |
| Ownership as % of outstanding | Less than 1% (marked “*” in beneficial ownership table) |
| Unvested time‑based RS (by grant year) | 917 shares (2022; vest 2025); 1,940 (2023; vest 2026); 1,828 (2024; vest 2027) |
| Anti‑hedging/pledging policy | Hedging prohibited (e.g., collars, forwards); purchasing on margin and borrowing against accounts holding WSBC securities prohibited |
| Section 16 compliance | No late filings for 2024 based on company review |
Governance Assessment
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Strengths
- Independence and long tenure bring institutional knowledge and continuity; service on key committees (Audit, Nominating) supports board effectiveness .
- Technology and operations background is relevant to banking digital transformation and risk oversight .
- Ownership alignment via annual RS grants; anti‑hedging and anti‑margin policies reduce misalignment risks .
- Board practices: 80% independent, annual self‑evaluation, independent director executive sessions, active committee cadence .
- Shareholder say‑on‑pay approval of ~81% in 2024 supports compensation governance credibility (indirect board signal) .
-
Watch items / potential red flags
- Historical merger‑related appointment (Oak Hill) can raise entrenchment optics, though the contractual nomination obligation has long since expired; director remains classified independent .
- Director pay is meeting‑based with meaningful cash component; while common for regional banks, continued scrutiny of cash/equity mix is warranted for alignment (2024 mix ~61% cash / 39% equity for Knox) .
- No explicit disclosure of numeric director stock ownership guideline multiples; policy “encourages” significant ownership—investors may prefer quantified requirements .
-
Conflicts/related‑party exposure
- No Knox‑specific related‑party transactions disclosed; firm notes related‑party legal fees pertain to another director’s law firm and are reviewed under the Related Party Transaction Policy .
-
Attendance/engagement signal
- At least 75% attendance threshold met across directors; Knox not among the few who missed the 2024 shareholder meeting—positive engagement indicator .
Overall, Knox’s independence, audit/nominating engagement, and IT/operations expertise are positives for board oversight. No specific conflicts are disclosed, policies mitigate hedging/pledging risk, and equity grants support alignment; monitoring director ownership levels and ongoing committee performance remains advisable .