Jeffrey Jackson
WESBANCOAbout Jeffrey H. Jackson
Jeffrey H. Jackson, age 52, is President & CEO of Wesbanco, Inc. and Wesbanco Bank, Inc.; he joined Wesbanco in August 2022 as Senior EVP & COO and was elected to the Board effective August 1, 2023 . He holds a B.S. from Auburn University and a certificate in Corporate Strategy from Columbia University; prior roles include EVP & COO of Regional Banking at First Horizon Bank, Regional President for Florida, and Market President for Southeast Tennessee and Atlanta, and 15 years at IBM . Board independence is 80%; Jackson is not classified as independent under Nasdaq rules . Pay-vs-performance disclosure shows 2024 Compensation Actually Paid to Jackson of $2.85M with total shareholder return value of an initial $100 investment at $107.94 (peer group $122.17), and core EPS of $2.34 in 2024 (vs. $2.56 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Horizon Bank | EVP & COO of Regional Banking; Regional President – Florida; Market President – Southeast Tennessee & Atlanta | Not disclosed | Led regional banking operations and market leadership across multiple geographies |
| IBM | Various roles | Not disclosed | Technology and operations experience prior to banking career |
External Roles
None disclosed for Jackson in the proxy and executive officer sections .
Fixed Compensation
Multi-year reported compensation for Jackson (Summary Compensation Table):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 234,231 | 855,508 | 913,497 |
| Bonus (discretionary) | 400,000 | 637,500 | — |
| Stock Awards (grant-date fair value) | 403,125 | 691,584 | 838,786 |
| Option Awards (grant-date fair value) | — | 26,350 | 34,300 |
| Non-Equity Incentive Plan (annual bonus tied to metrics) | 603,750 | — | 767,262 |
| All Other Compensation | 7,911 | 52,877 | 110,095 |
| Total | 1,649,017 | 2,263,819 | 2,663,940 |
Key fixed terms in Jackson’s employment agreement: base salary no less than $850,000; eligible annual cash incentive target 75% of base; annual equity awards targeted at 90% of base, with mix of performance- and time-based grants determined by the Compensation Committee . In 2024, equity award sizing methodology targeted 90% of base for NEOs, with 80% time-based restricted stock and 20% performance-based restricted stock by share count .
Performance Compensation
2024 annual incentive structure and outcomes for Jackson:
| Metric | Weighting | Threshold | Target | Max | Actual | Component Payout ($) |
|---|---|---|---|---|---|---|
| Pre-tax, pre-provision EPS | 15% | 2.678 | 3.150 | 3.623 | 3.480 | 111,864 |
| Core EPS | 15% | 1.845 | 2.170 | 2.496 | 2.400 | 111,989 |
| Nonperforming assets (% of total gross loans) | 15% | 1.73% | 1.50% | 1.28% | 0.33% | 116,445 |
| Net charge-offs / avg loans | 15% | 0.35% | 0.30% | 0.26% | 0.09% | 116,445 |
| Regulatory/Compliance | 10% | 85% | 100% | 115% | 115% | 77,630 |
| Committee Discretion | 30% | 85% | 100% | 115% | 115% | 232,890 |
| Total (subject to 86.25% cap of base) | 100% | — | — | — | — | 767,262 |
- 2024 GAAP EPS target was $2.17; the Committee used non-GAAP (core) EPS due to merger-related items. Actual non-GAAP EPS was $2.40, meeting goals; maximum Committee discretion (30% segment at 115%) was applied based on overall results .
- TSR Plan (TSRP) for 2022–2024 earned 0 shares as Wesbanco’s TSR ranked 41st percentile vs peer group (below 50th percentile threshold) .
2024 equity grants (Jackson):
- Time-based restricted stock: 21,398 shares granted May 15, 2024; cliff vest May 15, 2027; grant-date fair value $611,983 .
- Performance-based restricted stock (PBSP): target 5,350 shares for 2025–2027 period; 50% vests May 15, 2028 and 50% May 15, 2029 if earned; grant-date fair value $153,010 .
- Options: 5,000 options granted May 15, 2024; exercise price $28.60; vest 50% on May 15, 2025 and 50% on December 31, 2025; expire May 15, 2031; grant-date fair value $34,300 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 67,637 shares (sole voting/investment authority) |
| Ownership % of outstanding | Does not exceed 1% |
| Stock options (exercisable) | 5,000 options; $24.91 strike; expire 5/24/2030 |
| Stock options (unexercisable) | 5,000 options; $28.60 strike; expire 5/15/2031 |
| Time-based RS awards (unvested) | 12,500 shares vest in 2025; 20,233 vest in 2026; 21,399 vest in 2027 |
| TSRP awards (target/unearned at 12/31/24) | 2,664 shares from 2023–2025 TSRP; 2,664 shares from 2024–2026 TSRP; vests in three equal tranches Dec 31 of each performance period’s years if earned |
| PBSP awards (target/unearned at 12/31/24) | 7,327 shares over various cycles; vest 50% at two post-certification dates per cycle (e.g., 2025/2026; 2026/2027; 2027/2028; 2028/2029) if earned |
| Stock ownership guidelines | CEO required to hold 3x base salary; counts time-based RS; PBSP/TSRP and options excluded; all NEOs exceed current requirement as of year-end 2024 |
| Hedging/pledging | Prohibited: no hedging (e.g., collars, prepaid forwards); no margin purchases or borrowing against accounts holding WSBC securities |
Upcoming vesting/supply considerations:
- Option tranches vest May 15, 2025 and Dec 31, 2025 (5,000 total) .
- Time-based RS cliff vest dates: July 5, 2025; May 24, 2026; May 15, 2027 (per outstanding awards footnotes) .
- PBSP awards, if earned, vest 50/50 post-performance on May 15, 2028 and May 15, 2029 for the 2025–2027 cycle .
Employment Terms
| Term | Jackson Employment Agreement / Policies |
|---|---|
| Base salary | ≥ $850,000 per year |
| Annual cash incentive target | 75% of base salary; capped at 86.25% of base under plan |
| Annual equity | Restricted stock target at 90% of base; mix of performance-/time-based set by Committee |
| Contract term | 3-year rolling term commencing 8/1/2023; auto-extends each Aug 1 unless terminated |
| Severance (no cause) | Greater of six months’ base salary or salary through end of term; lump sum |
| Death benefit | Lump sum equal to six months of base salary |
| Change-in-control (CIC) | Double-trigger; lump sum 2x (highest annual base) + greater of 2-year average bonus or current target; 18 months of health benefits; 280G cutback/spread to avoid excise tax |
| Clawback | Dodd-Frank compliant clawback for incentive comp tied to financial reporting measures on/after Oct 2, 2023 |
| Anti-hedging/pledging | Prohibited for directors, officers, employees |
| SERP (adopted Nov 20, 2024) | Defined-contribution SERP: $500,000 annual benefit at age 65 for 10 years; early retirement option at 60 (10% reduction per year before 65); disability and death benefits; CIC double-trigger full vesting on qualifying termination |
Potential payments upon termination (as disclosed, including CIC limits):
| Scenario | Total ($) |
|---|---|
| Involuntary termination not for cause | 2,250,143 (salary continuation) |
| Involuntary or good reason termination within 24 months of CIC | 4,028,257 (severance + equity + benefits; subject to 280G limits) |
| Death | 2,305,134 (equity + salary) |
| Disability | 1,855,105 (equity) |
Board Governance
- Board independence: 80%; Jackson is not independent . The Chairman of the Board is Christopher V. Criss; roles are separated (Board size and separate chairman policy referenced in governance section) .
- Jackson’s board and committee roles: Director; member of Executive Committee, Enterprise Risk Management Committee, Personnel & Post Retirement Committee, Disclosure Committee, Marketing Committee, Asset-Liability Management Committee (Corp.); Loan Review, Compliance, Community Development, and Allowance Committees (Bank) .
Compensation Committee Analysis and Peer Group
- Committee engaged independent consultant Cowden & Associates in May/Nov 2023 and Feb/May 2024; identified gaps vs peers, recommended increased performance-based equity and adjustments; committee increased Jackson’s and CFO’s base and implemented SERP to close gaps while maintaining performance sensitivity .
- Target compensation philosophy: around 50th percentile of peer group for base and total compensation with greater emphasis on performance-based awards .
- 2024 compensation peer group (assets ~$13.3B–$30B): ABCB, AUB, CBU, FRME, FFBC, INDB, OCFC, FULT, SASR, RNST, TOWN, TRMK, UBSI, NBTB, UCBI .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote on NEO compensation received approximately 81% support; the Committee did not implement significant changes as a result .
Equity Grants and Outstanding Awards Detail (as of 12/31/2024)
| Category | Detail |
|---|---|
| Options outstanding (exercisable) | 5,000 @ $24.91, expiring 5/24/2030 |
| Options outstanding (unexercisable) | 5,000 @ $28.60, expiring 5/15/2031 |
| Unvested RS (examples) | 13,752 (vest per footnote 12); 21,582 (vest per footnote 3); 21,676 (vest per footnote 4); market value figures and vesting footnotes provided |
| TSRP/PBSP unearned targets | TSRP: 2,664 + 2,664; PBSP: several tranches totaling 7,327 with specific vest dates if earned |
| 2024 plan-based grants summary (Jackson) | 21,398 RS; 5,350 PBSP target; 5,000 options; plus 2,664 TSRP target earlier in 2024 |
Employment & Tenure
- Joined Wesbanco August 15, 2022 (SEVP & COO); elevated to CEO August 1, 2023; elected Director effective August 1, 2023 .
Performance & Track Record Highlights
- Committee cited execution on $200M equity raise, negotiation and completion of Premier Financial Corp. acquisition; exceeded budgeted net income by 11% and pre-tax, pre-provision net income by 12.4%; loan growth 8.7% and deposit growth 7.3% year-over-year; fee income up 21%; strong credit metrics (NPA 0.33%; NCOs 0.09%) .
- TSRP 2022–2024 delivered zero payout (41st percentile TSR vs peer group), reinforcing pay-for-performance sensitivity on long-term awards .
Equity Ownership & Alignment Risks and Safeguards
- Anti-hedging and anti-pledging policies reduce misalignment and insider selling risk .
- Ownership guidelines require significant personal stock holdings (3x salary for CEO) and Jackson exceeds requirements; counts time-based RS towards threshold; performance-based awards/options excluded .
- Upcoming vesting dates (options, RS, PBSP) may create trading windows and potential supply; note that tax-withholding on vesting may result in share sales .
Employment Terms – Change-of-Control Economics
- Double-trigger CIC agreements (two-year employment period post-CIC) with 2x base plus bonus and benefit continuation; Section 280G mitigation via cutback/spread; Jackson’s disclosed illustrative CIC severance package totals $4.03M under limits (includes equity acceleration and benefits) .
Governance Considerations (Board Service)
- Dual-role implications: CEO also serves as Director, but roles of Board Chair and CEO are separated (Chairman Criss), mitigating CEO/Chair concentration risk; Jackson is classified non-independent which is typical for sitting CEOs; overall Board independence is 80% .
Investment Implications
- Alignment: Strong short-term pay-for-performance (2024 metrics exceeded target; annual bonus paid) and robust clawback/anti-hedging/ownership guidelines support shareholder alignment . Long-term TSRP failure to pay (2022–2024) indicates performance contingency is real, not guaranteed .
- Retention risk: Rolling 3-year contract with severance, significant unvested RS/PBSP, and SERP adoption ($500k/year at 65 for 10 years) point to solid retention incentives; CIC double-trigger further stabilizes leadership in M&A contexts .
- Potential selling pressure: 2025 option vesting and multiple upcoming RS cliff vests may create episodic selling windows; however, anti-hedging/pledging and ownership guidelines temper misalignment concerns .
- Pay level vs peers: Committee and consultant highlighted prior gaps; actions (base increases, SERP) aim to close the gap while maintaining increased emphasis on performance-based equity, reducing pay inflation risk and improving competitiveness .
- Governance: Separation of Chair/CEO and high independent ratio mitigate dual-role risks; say-on-pay support at ~81% suggests investor acceptance of the program, but TSR lag vs peers in 2024 (CAP TSR $107.94 vs peer $122.17) warrants monitoring of execution on Premier integration and ROA/ROATCE PBSP goals .