Kerry Stemler
WESBANCOAbout Kerry M. Stemler
Kerry M. Stemler, age 67, has served on the Wesbanco, Inc. Board since September 9, 2016 and is classified as an independent director under Nasdaq standards . He is President and CEO of KM Stemler Company (commercial/industrial general contracting; founded 1981) and an owner/member of several commercial real estate leasing and development entities, with properties spanning office, trucking, warehousing, and advanced manufacturing facilities . He previously chaired the board of Your Community Bank until its merger into Wesbanco on September 9, 2016 (director at YCB/Your Community Bank since 1994), and his background emphasizes financial literacy, banking regulations and compliance, and strategic operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KM Stemler Company | President & CEO | 1981–present | Operates a commercial/industrial contracting firm; financial and operational leadership in Southern Indiana/Metro Louisville markets |
| Your Community Bankshares, Inc. / Your Community Bank | Director; Chairman of the Board | Director since 1994; Chairman through merger on 9/9/2016 | Led governance prior to YCB merger with Wesbanco; appointed to Wesbanco Board via merger agreement (appointment obligation fulfilled) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana State Chamber of Commerce | Past Chair; continues on Board | Not disclosed | Ongoing board service following prior chairmanship |
| Indiana Chamber Foundation Board | Director | Not disclosed | Board service |
| Baptist Health Systems | Chairman and Director | Not disclosed | Health system leadership role |
| The Frazier History Museum | Director | Not disclosed | Board service |
| Ivy Tech Community College | Board of Trustees | Not disclosed | Trustee service |
Board Governance
- Independence: Independent director; Board independence ratio 80% (excludes only Jackson, Clossin, Knouse-Snyder, Cornelsen) .
- Years of service: On Wesbanco Board since September 9, 2016 .
- Committee memberships:
- Executive Committee, member; the Executive Committee meets in February, May, August, and November when the Board does not .
- Loan Review Committee (Bank), member; Loan Review Committee chaired by F. Eric Nelson, Jr. .
- Personnel and Post Retirement Committee (Corporation), member .
- Not on Nominating (Knox, Knutson, McCamic—Chair) or Compensation (Allen-Herring—Chair, Proctor, Knutson) .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; most directors attended the 2024 stockholders’ meeting (exceptions named did not include Stemler) .
Fixed Compensation
- 2024 non-employee director program: Annual retainer $50,000; Board meeting fee $1,500; Executive Committee meeting fee $1,250; other committee meeting fee $1,000; annual equity grant in the form of three-year time-vested restricted stock valued at $50,000, granted at the Board’s April reorganization meeting .
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash – Wesbanco, Inc. ($) | $68,750 | Board and committee fees (Corporation) |
| Fees Earned or Paid in Cash – Wesbanco Bank, Inc. ($) | $16,000 | Bank board/committee fees |
| Total Cash Fees ($) | $84,750 | Sum of cash components |
| Stock Awards ($) | $50,000 | Time-vested restricted stock (three-year) |
| Total ($) | $134,750 | Aggregate FY 2024 director compensation |
Performance Compensation
- Structure: Non-employee directors receive time-vested restricted stock (three-year restriction period) rather than performance-conditioned awards .
| Metric | FY 2024 Grant | Vesting Schedule | Unvested Shares Outstanding | Notes |
|---|---|---|---|---|
| Time-Vested Restricted Stock (Directors) | $50,000 grant at April Board reorg meeting | Three-year time-based vesting (e.g., 2024 grant vests in 2027) | 3,168 shares unvested for Stemler | Unvested counts disclosed for directors, including Stemler |
Other Directorships & Interlocks
| Company/Institution | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Baptist Health Systems | Not disclosed as public | Chairman & Director | Healthcare relationships; no WSBC-related transaction disclosed |
| Indiana State Chamber; Indiana Chamber Foundation | No | Board roles | Policy/community engagement; no conflicts disclosed |
| Frazier History Museum; Ivy Tech Community College | No | Board roles | Non-profit governance; no conflicts disclosed |
- Board policy caps general outside public boards to “no more than two other public company boards” to ensure capacity; no public company directorships for Stemler are disclosed in the proxy .
Expertise & Qualifications
- Financial literacy and experience with banking regulations and compliance; capable of analyzing complex financial reports .
- Operational and strategic planning expertise from decades leading a contracting firm; regional market knowledge in Southern Indiana/Metro Louisville .
- Community and institutional board experience across business, healthcare, education, and civic organizations .
Equity Ownership
| Data Point | Value | As of | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Sole Voting/Investment) | 106,398 shares | January 31, 2025 | Beneficial ownership under 1% of shares outstanding |
| Unvested Restricted Stock (Director Grants) | 3,168 shares | 2024 disclosure | Time-based vesting |
| Ownership Guidelines (Directors) | Encouraged to own significant amount; must meet WV bank director share-ownership requirement | Policy | Anti-hedging and anti-margin rules apply to directors (no hedging; no margin purchases/borrowing against accounts holding WSBC stock) |
Governance Assessment
- Independence and capacity: Independent under Nasdaq with extensive governance and regulatory literacy; tenure since 2016 supports continuity while independence ratio remains 80% .
- Committee effectiveness: Service on Executive, Loan Review (Bank), and Personnel/Post-Retirement indicates involvement in credit oversight and human capital governance; neither Nominating nor Compensation roles, which are chaired by other independent directors .
- Attendance and engagement: Met the ≥75% attendance threshold in 2024, with no Stemler-specific attendance exceptions noted for the annual meeting .
- Pay and alignment: Director compensation combines cash fees and a three-year time-vested equity grant ($50,000), with unvested 3,168 shares providing deferred alignment; cash fees totaled $84,750, equity $50,000, aggregate $134,750 for 2024 .
- Conflicts/related-party exposure: Proxy outlines robust related-party transaction policies (Audit Committee approval, Reg O compliance for credit); the transactions section does not disclose any Stemler-specific related party transactions (one example relates to legal fees for another director’s firm) . Given Stemler’s ownership of contracting and real estate entities, potential exposure would be bank credit relationships; policy mitigants require arm’s-length terms and review if criticized .
- Risk controls: Anti-hedging and anti-margin policies reduce misalignment risk; Section 16 compliance shows no late filings in 2024, supporting disclosure discipline .
RED FLAGS (monitoring)
- Potential related-party credit exposure via real estate/contracting interests (no transactions disclosed for Stemler; monitor future proxies and 8-Ks) .
- No public company interlocks disclosed; continue to monitor for any new public board appointments exceeding policy limits .