Denise Knouse-Snyder
WESBANCOAbout Denise Knouse-Snyder
Denise Knouse-Snyder (age 54) has served on Wesbanco’s board since 2016; she is an attorney and equity member at Phillips, Gardill, Kaiser & Altmeyer (PGKA) in Wheeling, WV, with expertise in commercial and banking law, creditors’ rights, bankruptcy, and financial services litigation . She is not classified as independent under Nasdaq standards; the board lists her among the four non‑independent directors (along with the CEO and two others) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phillips, Gardill, Kaiser & Altmeyer, PLLC (PGKA) | Member (partner) | 2000–present | Structures, drafts, and negotiates commercial transactions/loans; litigation and regulatory work for financial institutions |
| Phillips, Gardill, Kaiser & Altmeyer, PLLC (PGKA) | Associate | 1995–2000 | Commercial/banking legal work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Easter Seal Rehabilitation Center, Inc. (Wheeling, WV) | Director | Not disclosed | Non-profit board service |
Board Governance
- Committees: Executive Committee (Corp), Asset/Liability Management Committee (Corp), and Executive Loan Committee (Bank) .
- Independence: Not independent per Nasdaq; board independence ratio 80% if slate elected .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024; directors receive a standard cash retainer, meeting fees, and an annual stock award .
- Tenure: Director since 2016; current term expires at the 2026 annual meeting .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Wesbanco, Inc. cash fees ($) | 74,250 | 75,000 |
| Wesbanco Bank, Inc. cash fees ($) | 15,200 | 14,600 |
| Stock awards grant-date fair value ($) | 50,000 | 50,000 |
| Total director compensation ($) | 139,450 | 139,600 |
Program design (2024):
- Annual cash retainer: $50,000; Board meeting fee $1,500; Executive Committee meeting fee $1,250; other committee meeting fee $1,000; Board Chair fee $125,000; Audit Chair fee $75,000; annual time‑vested restricted stock grant of $50,000 each April .
Performance Compensation
| Component | Details |
|---|---|
| Director equity grant (2024) | $50,000 time‑vested restricted stock, granted at April reorganization meeting; vests over three years (cliff) |
| Unvested director RS (as disclosed) | 3,168 shares unvested time‑based restricted stock (director grants) |
| Policies | Anti‑hedging and anti‑margin policies prohibit directors, officers, and employees from hedging or purchasing WSBC securities on margin . |
| Director ownership expectation | Non‑employee directors are encouraged to hold a significant amount of Wesbanco stock; expenses are reimbursed for board duties and education . |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public boards listed in director biography |
| Phillips, Gardill, Kaiser & Altmeyer, PLLC | Professional affiliation | Member (partner) | PGKA is Wesbanco’s primary outside legal counsel and General Counsel; see Related‑Party exposure below |
Expertise & Qualifications
- JD (WVU College of Law, Order of the Coif, 1995) and BS in Accounting (WVU); admitted in WV federal and appellate courts .
- 30 years’ experience structuring/negotiating financial transactions, creditors’ rights, bankruptcy, and regulatory matters for financial institutions; provides legal/regulatory perspective on the board .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares with sole voting/investment authority | 12,667 (includes restricted shares scheduled to vest 2025–2027 per footnote) |
| Shared voting/investment authority | 3,070 (held in PGKA Profit Sharing Plan for her benefit) |
| Total beneficial ownership (approximate sum) | 15,737 shares (12,667 + 3,070) |
| % of shares outstanding (as of 3/3/2025) | ~0.016% (15,737 / 95,670,246) |
| Unvested restricted stock (director grants) | 3,168 shares unvested time‑based restricted stock |
| Pledged/hedged shares | None disclosed; hedging and margin transactions prohibited by policy |
Notes: Footnote indicates restricted stock awards of 917 (2022), 1,940 (2023), and 1,828 (2024) scheduled to vest in 2025, 2026, and 2027, respectively; total included in beneficial ownership . The 3,070 shared shares are held in the PGKA Profit Sharing Plan for her benefit .
Related‑Party Transactions (Conflict Risk)
- PGKA, where Ms. Knouse‑Snyder is a member, is Wesbanco’s primary outside legal counsel and serves as General Counsel; Wesbanco does not maintain an internal legal staff. In 2024, fees paid to PGKA were $2,468,670, approximately 52% of total legal fees; the Audit Committee annually reviews and approves the engagement under the Related Party Transaction Policy .
- Governance implication: Due to this relationship, the board classifies Ms. Knouse‑Snyder as not independent under Nasdaq rules .
Say‑on‑Pay & Shareholder Feedback (context)
- 2025 say‑on‑pay passed: For 61,819,312; Against 4,163,784; Abstain 893,825; non‑votes 13,893,761 .
Insider Trading Filings
| Year | Note |
|---|---|
| 2023 | One late Section 16(a) filing reported for Ms. Knouse‑Snyder |
Governance Assessment
- Strengths: Deep legal and regulatory expertise relevant to a regulated financial institution; meaningful committee assignments (Executive Committee, ALCO, Executive Loan Committee) indicating active oversight; met 2024 attendance threshold (≥75% of meetings); anti‑hedging and margin policies in place; director equity grants support alignment .
- Alignment and ownership: Beneficial ownership of ~15.7k shares, plus unvested director restricted stock; directors are encouraged to hold significant stock, though no explicit multiple is set for directors .
- RED FLAGS:
- Not independent: Board explicitly classifies Ms. Knouse‑Snyder as not independent; this is directly tied to her firm’s extensive paid relationship with Wesbanco (>$2.46M of legal fees, 52% of total legal spend in 2024) .
- Related‑party exposure: PGKA serves as primary outside counsel and General Counsel; although the Audit Committee reviews and approves the engagement annually, concentration of legal spend presents perceived conflict risk and scrutiny point for investors .
- Section 16 compliance: One late filing in 2023 (process/control signal; not uncommon but noteworthy) .
- Implications for investors: Monitor (i) continuity and concentration of legal spend with PGKA; (ii) committee roles where potential conflicts could influence oversight; (iii) any changes in independence status or governance structures; and (iv) ongoing Section 16 compliance. The Audit Committee’s annual review of the PGKA engagement is a mitigating control but does not fully eliminate perception risk .