Christopher Criss
WESBANCOAbout Christopher V. Criss
Christopher V. Criss, age 68, has served on Wesbanco, Inc.’s Board since July 17, 1992 and is currently the non-management Chairman of the Board. He brings an accounting background and extensive business management experience, including decades as President & CEO of Atlas Towing Co. since 1984; prior board service includes Mountain State Bank and boards of a regional hospital and an insurance company. The Board identifies him as an independent director under Nasdaq standards and nominates him for a term expiring at the 2028 annual meeting, citing his diversified business background, long-term board participation, and representation of the Parkersburg market.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wesbanco, Inc. | Chairman of the Board; Director | 1992–present | Member: Executive Committee; Enterprise Risk Management Committee; Disclosure Committee; Allowance Committee (Bank). Chairs Board; participates in risk oversight and disclosure governance. |
| Atlas Towing Co. | President & CEO | 1984–present | Operating CEO; brings accounting and business management experience; Atlas Towing holds WSBC shares (indirect ownership). |
| Mountain State Bank | Director (prior) | Not disclosed | Prior bank board experience; contributes financial literacy and governance familiarity. |
| Regional Hospital (unspecified) | Director (prior) | Not disclosed | Community and operational oversight experience. |
| Insurance Company (unspecified) | Director (prior) | Not disclosed | Industry and risk oversight exposure. |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Atlas Towing Co. | President & CEO | Current | Operating leadership since 1984; company holds WSBC shares, creating an indirect ownership position. |
| Mountain State Bank | Director | Past | Bank governance experience. |
| Regional Hospital | Director | Past | Healthcare governance experience. |
| Insurance Company | Director | Past | Financial services governance experience. |
Board Governance
- Committee assignments: Chairman of the Board; member of the Executive Committee, Enterprise Risk Management Committee, Disclosure Committee (with Audit Chair), and the Bank’s Allowance Committee. These roles place him centrally in risk oversight and disclosure controls.
- Independence: Board states 80% of directors are independent; Criss is listed among nominees deemed independent under Nasdaq standards.
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings of which they were members; the Board held eight meetings and independent directors met in executive session at least twice (most recent October 24, 2024).
- Governance structure: Separate Chair/CEO since 1990; Chairman presides over Board and collaborates on agendas and policy initiatives.
- Board size policy: Target range 15–25 members to balance deliberative efficiency and diverse expertise.
Fixed Compensation
| Component | Amount | Year/Timing | Notes |
|---|---|---|---|
| Annual Board Retainer (non-employee director) | $50,000 | 2024 | Paid quarterly. |
| Chairman of the Board Annual Fee | $125,000 | 2024 | Additional chair fee. |
| Audit Committee Chair Annual Fee | $75,000 | 2024 | For Audit Chair (not Criss). |
| Board Meeting Fee | $1,500 per meeting | 2024 | Eight Board meetings in 2024. |
| Executive Committee Meeting Fee | $1,250 per meeting | 2024 | Executive Committee meets in months when Board does not. |
| Other Committee Meeting Fee | $1,000 per meeting | 2024 | Applies to other committees. |
2024 Director Compensation (Criss-specific):
| Name | Cash Fees – Wesbanco, Inc. ($) | Cash Fees – Wesbanco Bank, Inc. ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Christopher V. Criss | 146,000 | 3,000 | 50,000 | 199,000 |
Performance Compensation
- Structure: Non-employee directors receive time-vested restricted stock awards (no disclosed performance metrics for directors); annual grant value was $50,000 for 2024, granted at the April Board reorganization meeting.
- Unvested RS details (Criss-specific and vesting schedule): | Grant Year | Shares | Vest Date | Notes | |---|---:|---|---| | 2022 | 917 | 2025 | Time-vested restricted stock. | | 2023 | 1,940 | 2026 | Time-vested restricted stock. | | 2024 | 1,828 | 2027 | Time-vested restricted stock; annual grant value $50,000. |
No director-level performance metrics (e.g., TSR, EBITDA) are tied to Criss’s director equity awards; they are solely time-based.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no executive officers serve on other companies’ comp committees with reciprocal interlocks. |
| Limits on outside boards | Board expects directors generally to serve on no more than two other public company boards. |
Expertise & Qualifications
- Accounting background; extensive business management; bank board experience (Mountain State Bank); regional market representation for Parkersburg—identified by the Board as valuable to WSBC.
- Governance skills: Long-term Board participation; risk oversight via ERM Committee and Disclosure Committee; experience across regulated industries (banking, insurance, healthcare).
Equity Ownership
| Category | Shares | Ownership Type | Notes |
|---|---|---|---|
| Sole voting and investment authority | 65,194 | Direct | Includes 11,639 shares held in a Rabbi Trust under the Wesbanco Deferred Compensation Plan; includes unvested RS listed separately. |
| Shared voting/investment authority | 129,528 | Indirect | Held by Atlas Towing Company, where Criss owns a substantial interest and serves as officer/director. |
| Percent of shares outstanding | <1% | — | Beneficial ownership does not exceed 1% individually. |
| Anti-hedging/pledging policy | Prohibits hedging and pledging; prohibits purchasing securities on margin. | ||
| Director ownership expectation | Encouraged to own significant stock; WV law requires bank directors to own requisite common stock. |
Insider Trades (2024–2025)
Governance Assessment
- Board effectiveness and engagement: Criss’s Chair role paired with membership on risk and disclosure committees provides continuity of oversight across enterprise risk, financial disclosures, and executive session governance; attendance thresholds were met in 2024 and independent directors convene at least semi-annually. Positive signals for investor confidence.
- Independence and potential conflicts: The Board deems Criss independent; however, his substantial interest and officer role at Atlas Towing Company, which holds WSBC shares, constitutes an interlock of ownership and potential related-party exposure if the Bank extends credit or engages in transactions with Atlas. WSBC’s Related Party Transaction Policy and Regulation O compliance framework mitigate this risk by requiring arm’s-length terms, stringent underwriting, and Audit Committee oversight; no specific related-party transactions are disclosed for Criss beyond indirect share ownership.
- Director compensation alignment: Mix of cash retainer, chair fee, meeting fees, and time-vested stock awards; equity grants align directors with shareholders without encouraging short-termism. No director-level performance metrics disclosed; anti-hedging/pledging policies further align interests.
- Compliance and signals: No late Section 16(a) filings reported for 2024; Compensation Committee engages an independent consultant and imposes risk-aware compensation practices.
RED FLAGS
- Indirect ownership and business leadership at Atlas Towing (holder of WSBC shares) create potential conflicts if Atlas Towing is a significant borrower or vendor; WSBC relies on Regulation O and Audit Committee review to preserve independence—monitor for any disclosed transactions in future filings.
- Concentration of governance influence: As Chairman and member of risk/disclosure committees, Criss holds multiple oversight roles; while separation from management is positive, concentration of responsibilities warrants continued monitoring of board refreshment and committee rotation practices.
Additional Notes
- Non-employee director compensation is reviewed against peers; directors are encouraged to maintain significant personal WSBC holdings; insider trading policy restricts hedging and margin use.
- Nominating criteria emphasize diversity, financial literacy, integrity, and limits on outside public boards (≤ two).