Lisa Knutson
WESBANCOAbout Lisa A. Knutson
Lisa A. Knutson, age 59, has served on WesBanco’s Board since April 20, 2016; she is independent, a Certified Public Accountant (Ohio, inactive), and designated by the Board as an “audit committee financial expert.” She chairs the Audit Committee and serves on the Executive, Compensation, Disclosure, and Nominating Committees; her background includes CFO/strategy, operations, HR, and audit leadership across media and financial services, and she is a graduate of Miami University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The E.W. Scripps Company | Chief Operating Officer overseeing Local Media and Scripps Networks | Formerly (retired) | Oversaw 9 national media brands and 61 local TV stations |
| Scripps Networks | President | Jan 2021 – Jan 2023 | Led entertainment/news portfolio |
| The E.W. Scripps Company | Chief Financial Officer & Chief Strategy Officer | Sept 2017 – Jan 2021 | Led finance, corporate development, strategic planning, IT, risk |
| The E.W. Scripps Company | Chief Administrative Officer | 2011 – 2017 | Enterprise administration |
| The E.W. Scripps Company | SVP, Human Resources | 2005 – 2011 | HR leadership |
| Fifth Third Bank | VP & CFO, HR Operations | 2002 – 2005 | Finance/HR operations in banking |
| Arthur Andersen LLP | Director of Audit Operations, Great Lakes Market Circle | Not disclosed | Audit operations leadership |
| PSARA Technologies, Inc. | Leadership role (regional environmental consulting) | Not disclosed | Consulting experience |
External Roles
No other current public company board roles are disclosed in the proxy biography.
Board Governance
- Committee assignments: Audit (Chair), Executive, Compensation, Disclosure, Nominating; Board affirms her independence and designates her as the Audit Committee financial expert.
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; majority attended the 2024 annual meeting (exceptions listed did not include Knutson).
- Engagement: Audit Committee met 10 times in 2024; Compensation Committee met 3 times; Nominating met once; Executive Committee met 4 times.
- Governance controls: Anti‑hedging and anti‑margin policies; independent committee charters; regular executive sessions of independent directors; annual Board self‑evaluation.
- Independence status: The Board determined 80% of directors are independent; Lisa Knutson is among independent directors.
Committee Assignments and Activity
| Committee | Role | Independence | 2024 Meetings |
|---|---|---|---|
| Audit | Chair | Independent; financial expert designation | 10 meetings |
| Compensation | Member | Independent | 3 meetings |
| Nominating | Member | Independent | 1 meeting |
| Executive | Member | Majority independent per charter | 4 meetings |
| Disclosure | Member | Includes Audit Chair | Not disclosed |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned in Cash – WesBanco, Inc. | 94,750 | Director cash fees (retainer, meeting, chair) |
| Fees Earned in Cash – WesBanco Bank, Inc. | – | No bank director cash fees shown |
| Stock Awards (grant‑date fair value) | 50,000 | Time‑vested RS granted at April reorganization meeting |
| Total | 144,750 | Sum of cash and equity |
Director program structure (2024):
- Annual retainer $50,000; Board meeting fee $1,500; Executive Committee fee $1,250; other committee meeting fee $1,000; Audit Committee Chair additional $75,000; annual time‑vested restricted stock grant $50,000.
Performance Compensation
Directors do not have performance‑based cash bonuses; equity for directors is time‑vested restricted stock (no disclosed performance metrics).
| Equity Grant Detail | Value |
|---|---|
| Annual director equity grant (time‑vested RS) | $50,000 granted at April Board reorganization meeting |
| Unvested time‑based restricted stock (Knutson) | 3,168 shares outstanding as of 2024 |
Other Directorships & Interlocks
No shared directorships with identified competitors, suppliers, or customers are disclosed for Knutson; Board policy limits directors to generally no more than two other public company boards.
Expertise & Qualifications
- CPA (Ohio, inactive); designated Audit Committee financial expert under Item 407 of Regulation S‑K.
- Senior leadership in finance, strategy, operations, HR, and audit within public company context (Scripps) and banking (Fifth Third).
- Education: Graduate of Miami University.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 12,148 | As of Jan 31, 2025; includes RS awards noted below |
| Ownership as % of shares outstanding | <1% | Beneficial ownership does not exceed 1% |
| RS awards included in ownership | 917 (2022 grant; vests 2025) | Restricted stock vesting schedule |
| RS awards included in ownership | 1,940 (2023 grant; vests 2026) | Restricted stock vesting schedule |
| RS awards included in ownership | 1,828 (2024 grant; vests 2027) | Restricted stock vesting schedule |
| Unvested time‑based RS outstanding (directors) | 3,168 shares (Knutson) | Unvested as disclosed for directors |
| Hedging/Margin policy | Prohibited | Anti‑hedging and anti‑margin provisions apply to directors |
| Ownership policy | Encouraged significant stock ownership | Plus WV statute ownership requirement for bank directors |
Governance Assessment
- Strengths: Independent Audit Committee Chair and SEC‑designated financial expert; multi‑functional senior operating and finance experience; strong committee engagement (Audit met 10x); director equity grants and ownership policies align interests; anti‑hedging/anti‑margin restriction reduces misalignment risk.
- Independence & conflicts: Board deems her independent; no related‑party transactions disclosed for Knutson; Board presumes Reg O‑compliant lending relationships do not impair independence for Audit members.
- Attendance & engagement: At least 75% meeting attendance standard met by all directors; robust committee cadence suggests active oversight.
- Compensation alignment: Cash retainer/meeting fees supplemented by time‑vested RS; Audit Chair fee recognizes oversight burden; no director performance bonuses; equity cadence supports long‑term alignment.
- Broader signals: Compensation Committee uses independent consultant and peer benchmarking; 2024 say‑on‑pay support was ~81%, indicating acceptable investor sentiment on pay practices.
Overall, Lisa Knutson’s audit leadership, financial expertise, and independence contribute positively to board effectiveness and investor confidence; no specific conflicts or red flags are disclosed in the proxy, and equity ownership plus policy controls support alignment.