Eric Nelson

About Eric Nelson

F. Eric Nelson, Jr. (age 64) has served as an independent director of WesBanco, Inc. since 2007; he is Secretary of the West Virginia Department of Revenue and previously served in the West Virginia Senate (Chair, Pension Committee) . He holds a degree in Business Administration and Accounting from Washington & Lee University, and is former Treasurer and executive management team member at City Holding Company; he is President of Nelson Enterprises, Inc. and was general partner at Mountaineer Capital, LP (2000–2007) .

Past Roles

External Roles

Board Governance

• Independence: Board determined Nelson is independent under Nasdaq standards; current board independence ratio ~80% .
• Committees: Executive Committee (member, Corporation); Enterprise Risk Management Committee (member, Corporation); Loan Review Committee (Chair, Bank) .
• Attendance: Each director attended at least 75% of board/committee meetings in 2024; annual meeting attendance noted (exceptions did not include Nelson) .
• Board practices: Independent director ratio 80%; semi-annual executive sessions of independent directors; Code of Business Conduct and Ethics applies to directors and employees .

Fixed Compensation

Director cash fees and equity awards (Eric Nelson):

Program structure and fee schedule:

• Annual retainer $50,000; Board meeting fee $1,500; Executive Committee meeting fee $1,250; other committee meetings $1,000; Audit Committee Chair $75,000; Board Chair $125,000; annual restricted stock grant is three-year time-vested, $50,000 per year (raised from $30,000 to $50,000 in 2023) .

Performance Compensation

Director equity vesting schedule (time-based restricted stock held by Nelson):

• Unvested time-based director restricted stock reported: 3,168 shares (aggregate unvested count for directors as of year-end 2024 includes Nelson) .
• Non-employee director equity terms: Options and/or restricted stock may be granted; director awards vest based on continuous service; options are non-qualified, 10-year term, no repricing without shareholder approval; clawback policy applies to incentive-based awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Banking and investment expertise: Former bank treasurer, asset-liability and portfolio management; venture capital experience .
• Public sector experience: State revenue leadership; prior legislative service (pension oversight) .
• Risk and credit oversight: Chair of Loan Review Committee; member of Enterprise Risk Management Committee .

Equity Ownership

Beneficial ownership of WSBC common stock:

Ownership safeguards:

• Anti-hedging and anti-margin policy prohibits hedging (e.g., collars, PVFCs) and purchasing WSBC securities on margin or borrowing against accounts; no pledging disclosures identified in proxy .
• Director stock ownership encouraged; WV law requires bank directors to own stock; directors expected to attend meetings and comply with policies .

Governance Assessment

Strengths

• Independent director with deep bank and investment credentials; leads loan review and participates in ERM, enhancing credit and risk oversight .
• Solid engagement: Board-wide minimum 75% attendance achieved in 2024; no late Section 16 filings in 2024 per proxy compliance section .
• Alignment: Annual time-vested restricted stock grants and ongoing share ownership; anti-hedging/anti-margin policy supports alignment .

Watch points

• 2023 executive bonuses were paid via Compensation Committee discretion despite missing corporate performance targets (market stress rationale); continued oversight of pay rigor is warranted .
• Public-sector role (WV Department of Revenue) increases visibility; monitor any related-party transactions or credit relationships under Regulation O—none disclosed for Nelson in 2024–2025 proxies .

Say-on-Pay & Shareholder Feedback

Insider Trades

• Section 16 compliance: All filing requirements for officers and directors were fulfilled with no late filings in 2024; in 2023, one director (not Nelson) had a late filing .

Related Party Transactions

• Policy: Related party transactions require Audit Committee approval; Regulation O governs director-related credit relationships (arms’ length, non-criticized credits); no Nelson-specific related-party transactions disclosed in 2024–2025 proxies .

Compensation Structure Analysis (Director)

• Year-over-year: Cash fees modestly increased (WSBC Inc. cash fees +$6,750 YoY), while annual restricted stock remained $50,000 following 2023 increase from $30,000; equity vests over three years, reinforcing long-term alignment .
• Risk controls: No option repricing without shareholder approval; incentive awards subject to clawback policy; director equity vesting time-based only .

Committee Assignments (Context)

• Compensation Committee composition (independent members; Nelson not listed): 2024 Chair Rosie Allen‑Herring; members Gregory S. Proctor, Jr., Lisa A. Knutson; met 3x in 2024 .
• Audit Committee composition (independent; Nelson not listed): Chaired by Reed J. Tanner in 2023; met 10x .
• Nominating Committee composition: D. Bruce Knox, Lisa A. Knutson, Chair Jay T. McCamic; met 1x .

Conclusion

Eric Nelson’s profile reflects independent oversight experience in credit and risk, supported by meaningful share ownership and time-vested equity. No Nelson-specific related-party transactions or filing issues are disclosed; governance signals (say-on-pay approvals, clawback, anti-hedging/margin policies) are supportive, while the 2023 discretionary NEO bonuses underscore the need for continued rigor in pay-for-performance oversight at the board level .