James Cornelsen
WESBANCOAbout James W. Cornelsen
Age 70; director of WesBanco, Inc. since November 22, 2019. Former President & CEO of Old Line Bancshares and Old Line Bank; currently serves as Chairman of the Mid‑Atlantic Market for WesBanco and is a member of the Bank’s Executive Loan Committee, bringing over 45 years of commercial banking experience. The Board class lists his term expiring at the 2027 annual meeting; the Board has determined he is not independent under Nasdaq rules given his management role at WesBanco .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| WesBanco (Mid‑Atlantic Market) | Chairman (corporate and bank) | Since 2019 | Member, Bank Executive Loan Committee; regional leadership |
| Old Line Bancshares | President & CEO; Director | CEO tenure prior to 2019; Director since 2003 | Chaired Loan Committee and ALCO; led institution until merger into WesBanco |
| Old Line Bank | President & CEO; Director | Joined 1994 | Chaired Loan Committee and ALCO; built franchise in MD markets |
| Citizens Bank of Maryland | Various roles | 15 years | Commercial banking leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Maryland Bankers Association | Director | Current |
| Atlantic Community Bankers Bank | Director | Current |
| Maryland Chamber of Commerce | Director | Current |
| Greater Washington Board of Trade | Director | Current |
| United Way of the National Capital Area | Director | Current |
| Junior Achievement of Greater Washington | Director | Current |
| The Foundation Schools | Director | Current |
| Maryland Humanities Council | Director | Current |
| Maryland Theatre for the Performing Arts | Director | Current |
| Greater Prince George’s Business Roundtable | Director | Current |
| FIS Global CEO Strategic Planning Advisory Council | Member | Current |
Board Governance
- Independence: Not independent (one of four non‑independent directors); Board independence ratio ~80% before and after 2025 nominations .
- Committees: Executive Loan Committee (Bank); no listing on Audit, Compensation, or Nominating Committees of the holding company .
- Tenure/Term: Director since 2019; in class with term expiring at the 2027 annual meeting .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; Cornelsen did not attend the 2024 annual stockholders’ meeting (noted as a consideration in incumbent evaluations) .
- Executive sessions: Board holds regular independent director executive sessions; separate Chairman structure (non‑CEO) in place .
Fixed Compensation
- Program structure (2024): Annual retainer $50,000; meeting fees $1,500 per Board meeting and $1,250 per Executive Committee meeting; $1,000 per other committee meeting; Chairman of the Board $125,000; Audit Chair $75,000; annual director equity grant of $50,000 in three‑year, time‑vested restricted stock .
- 2024 Director compensation for Cornelsen:
| Component | Amount ($) |
|---|---|
| Cash fees – WesBanco, Inc. | 62,000 |
| Cash fees – WesBanco Bank, Inc. | 37,200 |
| Stock awards (time‑vested RS) | 50,000 |
| Total | 149,200 |
Notes: Directors are encouraged to own a significant amount of WesBanco stock to align with shareholders; policy describes ownership encouragement but does not prescribe a specific multiple for directors .
Performance Compensation
- Director equity grants are time‑vested restricted stock (no disclosed performance conditions for non‑employee directors) .
- Performance metrics (e.g., EPS, ROA, TSR) are used for executive long‑term awards, not for director equity; no director‑specific performance plan is disclosed .
Other Directorships & Interlocks
- Multiple civic and industry directorships listed above; none disclosed as public company boards currently. No director interlocks disclosed with WesBanco’s Compensation Committee or other reciprocal board relationships .
- Related‑party transactions disclosure in 2025 proxy cites outside legal services provided by a different director’s firm; no transactions disclosed involving Cornelsen .
Expertise & Qualifications
- 45+ years in commercial banking; former CEO of Old Line Bancshares/Old Line Bank; chaired loan and asset‑liability committees; broad regional leadership in Maryland and the Mid‑Atlantic .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 133,646 shares (as of Jan 31, 2025); less than 1% of outstanding shares |
| Restricted stock included in beneficial holdings | Includes 917 (2022 grant, vests 2025), 1,940 (2023, vests 2026), 1,828 (2024, vests 2027) |
| Unvested time‑based restricted stock (director awards) | 3,168 shares unvested (time‑vested) |
| Options | No director options disclosed; director equity presented as time‑vested restricted stock |
| Pledged/hedged | Hedging and margin purchases prohibited by policy; no pledging by Cornelsen disclosed |
| Section 16 compliance | Company reports no late Section 16 filings for 2024 |
Governance Assessment
- Positives:
- Deep banking leadership and credit/risk oversight experience; continues to provide market leadership as Mid‑Atlantic Market Chair and serves on the Bank’s Executive Loan Committee .
- Meaningful equity ownership and ongoing receipt of stock awards align director and shareholder interests; directors encouraged to hold significant stock .
- No Cornelsen‑related party transactions disclosed; Section 16 filings current per company review .
- Watch items / RED FLAGS:
- Not independent under Nasdaq standards due to management role (Market Chair), which reduces the proportion of independent directors; monitor committee influence and independence safeguards .
- Did not attend the 2024 annual stockholders’ meeting; board notes meeting attendance in evaluating incumbents (engagement optics) .
- External advisory role with FIS Global CEO Strategic Planning Advisory Council may present a perceived vendor‑related oversight sensitivity if WesBanco engages FIS; no related‑party transactions disclosed, but investors may seek clarity on vendor oversight recusal practices .
Context for investor confidence: Say‑on‑pay support was ~81% in 2024, suggesting moderate shareholder alignment on compensation practices broadly; however, that is an executive pay metric rather than director‑specific .