Gregory Proctor
WESBANCOAbout Gregory S. Proctor, Jr.
Independent director of Wesbanco, Inc. since November 22, 2019, age 60, with core credentials in government relations, consulting, and regional banking leadership. He is President & CEO of G.S. Proctor & Associates, Inc., a Maryland lobbying and consulting firm founded in 1995, and previously served on the boards of Old Line Bancshares and Old Line Bank (Vice Chairman 2017–2019) . He is deemed independent under Nasdaq standards; the Board’s independence ratio is 80% . Tenure at WSBC: since 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Old Line Bancshares, Inc. | Director; Vice Chairman | Director 2004–2019; Vice Chair 2017–2019 | Longstanding governance role prior to WSBC’s merger with OLB |
| Old Line Bank | Director; Vice Chairman | Director 2004–2019; Vice Chair 2017–2019 | Bank-level leadership experience |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| G.S. Proctor & Associates, Inc. (Maryland-registered lobbying & consulting) | President & CEO | Founded 1995 – Present | Legislative and consulting services; extensive Maryland market affiliations |
Board Governance
- Committee assignments (2024–2025):
- Compensation Committee – Member (alongside Chair Rosie Allen-Herring and Lisa A. Knutson). The committee met 3 times in 2024 and once since Jan 1, 2025; committee is fully independent .
- Executive Committee – Member .
- Trust Committee (Bank) – Member .
- Independence: Independent director under Nasdaq standards; not among the four directors deemed non‑independent (Jackson, Clossin, Knouse‑Snyder, Cornelsen) .
- Attendance and engagement:
- Each director attended at least 75% of Board and committee meetings in 2024; absentees from the 2024 annual meeting were McCamic, Allen‑Herring, and Cornelsen (Proctor not listed among absentees) .
- Board/Committee cadence (context):
- Board met 8 times in 2024; Audit met 10x; Nominating 1x; Compensation 3x; Executive Committee met 4x .
Fixed Compensation
| Year | Cash Fees – Wesbanco, Inc. | Cash Fees – Wesbanco Bank, Inc. | Equity (Grant-date Fair Value) | Total |
|---|---|---|---|---|
| 2024 | $69,000 | $34,800 | $50,000 (time-vested restricted stock) | $153,800 |
- Non-employee director program (structure):
- Annual Board retainer: $50,000; meeting fees: $1,500 per Board meeting; $1,250 per Executive Committee meeting; $1,000 per other committee meeting; additional stipends for Chair roles (Chairman $125,000; Audit Chair $75,000). Directors receive an annual $50,000 time‑vested restricted stock grant at the Board’s reorganization meeting .
Performance Compensation
- Director awards are time‑vested (three-year cliff vest) and are not tied to financial performance metrics; 2024 equity grants for non‑employee directors were valued at $50,000 on grant date .
| Category | Details |
|---|---|
| Performance conditions on director equity | None (time‑vested restricted stock only) |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond WSBC .
- Prior public boards: Old Line Bancshares; Old Line Bank (Vice Chairman 2017–2019) .
- Compensation committee interlocks: None disclosed; WSBC states no interlocks/insider participation for its Compensation Committee .
Expertise & Qualifications
- Legislative knowledge and government relations experience as founder/CEO of a lobbying and consulting firm .
- Prior bank board leadership (Old Line Bancshares/Bank; Vice Chair), contributing to banking governance expertise .
- Serves on WSBC’s Compensation and Executive Committees and the Bank’s Trust Committee, indicating focus on pay oversight, strategic matters, and fiduciary functions .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 47,023 shares (sole voting/investment authority) |
| Stock options | Options to purchase 1,182 shares included in beneficial ownership |
| Restricted stock (scheduled vesting) | 917 shares (2022 grant; vest 2025); 1,940 shares (2023 grant; vest 2026); 1,828 shares (2024 grant; vest 2027) |
| Unvested director time‑based restricted stock | 3,168 shares (aggregate unvested time‑based awards as disclosed for directors) |
| Hedging/pledging policies | Hedging prohibited; policy also prohibits purchasing WSBC securities on margin and borrowing against accounts holding WSBC stock; company states no hedging or pledging practices in “What We Don’t Do” |
Governance Assessment
- Positives for investor confidence:
- Independence and active committee roles (Compensation, Executive; Bank Trust) support board effectiveness; Compensation Committee is fully independent and met regularly in 2024 .
- Strong engagement: At least 75% attendance threshold met across the Board/committees; Proctor not listed among those absent from the 2024 annual meeting .
- Ownership alignment: Mix of cash and equity; $50,000 annual RSU grant and disclosed unvested holdings; anti‑hedging/margin policies and no pledging strengthen alignment .
- No late Section 16 filings in 2024; indicates compliance discipline .
- Compensation oversight context: 2024 say‑on‑pay support of ~81% (non‑binding) suggests moderate shareholder approval of pay practices overseen by the Compensation Committee on which Proctor serves .
- Watch items / potential conflicts:
- External role as head of a lobbying firm (G.S. Proctor & Associates) could present perceived conflicts if the firm engages on matters affecting WSBC’s markets or interacts with counterparties; the 2025 proxy discloses no related‑party transactions involving Proctor, and WSBC maintains a formal related‑party transaction approval policy overseen primarily by the Audit Committee .
- Proctor joined the WSBC Board via merger with Old Line; nomination obligations tied to such appointments have been met, reducing ongoing contractual nomination pressures .
Overall: Proctor is an independent director with relevant banking governance and legislative expertise, active on key committees (including Compensation). His compensation and equity holdings are consistent with the non‑employee director program, and no related‑party issues are disclosed. Continued monitoring of any lobbying activities for potential perceived conflicts is prudent, but current governance controls (independence, anti‑hedging, related‑party policy) mitigate risk .