Joseph Robinson
WESBANCOAbout Joseph Robinson
Joseph R. Robinson, age 57, has served on WesBanco’s board since April 17, 2019. He is an experienced senior executive in financial services and manufacturing with deep IT and cybersecurity expertise; he is CEO/Founder of High Peaks Solutions and previously held EVP, CIO, and operations leadership roles at Fifth Third Bank (2004–2016). He is independent under Nasdaq standards and currently chairs WesBanco’s Enterprise Risk Management Committee and sits on the Marketing Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bank | EVP; Director of IT & Bank Operations; CIO; SVP roles in Central Ops & Enterprise Solutions | 2004–2016 (various roles from 2004–2016) | Led technology, data processing, operations; adds bank IT/cyber oversight depth to WSBC |
| High Peaks Solutions | CEO & Founder | Present | IT/cybersecurity venture enhancing board risk/cyber expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| High Peaks Solutions | CEO & Founder | Current | Private IT/cybersecurity firm; no WSBC-related transactions disclosed |
Board Governance
- Independence: Board is 80% independent; Robinson is independent (non-independent directors are Jackson, Clossin, Knouse‑Snyder, Cornelsen) .
- Committee assignments: Chair, Enterprise Risk Management Committee; Member, Marketing Committee .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; majority attended the 2024 annual meeting, with exceptions noted (not including Robinson) .
- Tenure: Director since 2019; term up for re-election in 2028 slate .
- Governance practices: Directors meet in executive session; robust related-party transaction policy; clawback, anti‑hedging and anti‑margin policies; committee charters publicly available .
Fixed Compensation
| Component | Amount | Detail | Source |
|---|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly to non-employee directors | |
| Per-meeting fees | $1,500 (Board); $1,250 (Executive Committee); $1,000 (other committees) | Standard 2024 meeting fees | |
| 2024 director stock award | $50,000 | Three-year time-vested restricted stock granted annually at April reorganization meeting | |
| 2024 total director comp (Robinson) | $120,000 | $70,000 fees (WesBanco, Inc.) + $50,000 stock awards; $0 bank fees |
Performance Compensation
| Element | Metrics | 2024 Grant/Status | Vesting | Source |
|---|---|---|---|---|
| Non-employee director equity | None (time-based) | $50,000 in time-vested restricted stock | 3-year cliff vest (annual grants at April board reorg) |
No performance-based metrics apply to non-employee director compensation; equity awards are time-based only .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Robinson .
- Interlocks/conflicts: No related-party transactions disclosed involving Robinson; firm policy requires Audit Committee approval of related-party transactions and adherence to Reg O for director credits .
Expertise & Qualifications
- Cybersecurity/IT leadership at scale (former CIO and IT/operations leader at Fifth Third); enhances board oversight of technology, information security, and operational resilience .
- Manufacturing/operations exposure; CEO experience at High Peaks Solutions .
Equity Ownership
| Measure | Shares | Notes | Source |
|---|---|---|---|
| Total beneficial ownership (common) | 12,667 | Sole voting/investment authority; under 1% of shares outstanding | |
| Unvested time-based director RS | 3,168 | Listed unvested director time-based restricted shares at year-end 2024 | |
| Restricted shares (vesting detail) | 917 (2022 grant); 1,940 (2023); 1,828 (2024) | Become fully vested in 2025/2026/2027, respectively | |
| Ownership % of class | <1% | As indicated (*) in proxy ownership table |
- Pledging/hedging: Policy prohibits hedging and purchasing WSBC securities on margin; directors/officers subject to preclearance and trading restrictions .
- Stock ownership guidelines: Directors encouraged to own significant WSBC stock (no disclosed multiple for directors); formal multiples apply to executives, not directors .
Insider Trades
| Date | Security | Quantity | Price | Value | Filing |
|---|---|---|---|---|---|
| 2025-09-17 | Depositary Shares, Series B | 8,000 | $25.00 | $200,000 | |
| 2025-09 (round-up context) | Multiple insiders bought Depositary Shares B | — | — | — |
Insider purchases of WSBC preferred depositary shares by directors/executives in Sep-2025, including Robinson’s $200k buy, signal confidence in capital instruments and income profile .
Governance Assessment
- Board effectiveness: Robinson’s cyber/IT experience aligns with chairing ERM, strengthening oversight of enterprise risk and information security—critical for a regional bank amid heightened cyber threats .
- Independence/attendance: Independent and met attendance expectations; present at annual meeting (exceptions did not include Robinson) .
- Compensation alignment: Director pay balanced between cash retainer/meeting fees and time-based equity, aligning with shareholder interests without incentivizing undue risk; no performance-linked director comp that could distort oversight .
- Policies/controls: Robust clawback policy for executive incentive comp (restatements), anti-hedging/margin rules, and formal related-party approval processes reduce governance risk .
- Shareholder sentiment: 2024 say‑on‑pay passed with ~81% support, suggesting acceptable pay-for-performance structure for executives; not directly about directors but reflects broader governance acceptance .
- RED FLAGS: None identified specific to Robinson; no related-party exposure, no hedging/pledging permitted; common ownership is <1% typical for outside directors .
Overall signal: Independent, engaged ERM chair with relevant cyber/IT expertise and recent insider preferred share purchase supports investor confidence in risk oversight and capital posture .