Louis Altman
WESBANCOAbout Louis M. Altman
Louis M. Altman, age 56, was appointed to WesBanco’s Board on February 28, 2025 in connection with the Premier Financial Corp. acquisition and is nominated to serve through the 2026 annual meeting; the Board classifies him as an independent director under Nasdaq standards . He is Co‑Managing Partner of A. Altman Company, a multi‑state commercial real estate development firm, with 35+ years’ experience in developing, financing, and managing complex real estate ventures; he holds a degree from The Ohio State University School of Business and previously served on Premier’s board (2010–Feb 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A. Altman Company (real estate development) | Co‑Managing Partner | 35+ years (experience cited; specific start date not disclosed) | Led financing and management of commercial, multifamily, office, medical, and hotel properties across multiple states (experience leveraged for banking oversight) . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premier Financial Corp. (public company; acquired by WSBC 2/28/2025) | Director | 2010 – Feb 28, 2025 | Appointed to WSBC’s Board per merger agreement; WSBC agreed to include him as a recommended nominee for at least a full three‑year term post‑merger . |
| Akron Children’s Hospital Foundation (non‑profit) | Director | Not disclosed | Community engagement and philanthropic governance experience . |
Board Governance
- Independence and status: The Board determined all nominees, except four named individuals (Jackson, Clossin, Knouse‑Snyder, Cornelsen), are independent; Altman is not among the non‑independent and is treated as independent; Board independence is 80% and will remain 80% if nominees (including Altman) are elected .
- Board class and term: Altman’s current class expires at the 2026 annual meeting (one‑year term on initial appointment cycle) .
- Committee assignments: As of the 2024 committee rosters, Altman is not listed on Audit (Knutson [Chair], Knox, Crawford, Fitzsimmons), Compensation (Allen‑Herring [Chair], Proctor, Knutson), or Nominating (McCamic [Chair], Knox, Knutson); 2025 assignments for Altman not specified in the proxy .
- Meeting cadence and engagement: The Board met eight times in 2024; each director then serving attended ≥75% of their meetings, but Altman joined in 2025 (attendance not applicable for 2024). Independent directors hold executive sessions at least twice annually .
- Governance structure and practices: WSBC maintains separate Chair/CEO roles, conducts annual Board self‑evaluations, and enforces anti‑hedging and anti‑margin policies for directors and officers .
Fixed Compensation (Non‑Employee Director Program – Structure)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $50,000 per director (paid quarterly) . |
| Board meeting fee | $1,500 per Board meeting . |
| Executive Committee meeting fee | $1,250 per meeting . |
| Other committee meeting fees | $1,000 per committee meeting . |
| Chairman of the Board retainer | $125,000 annually . |
| Audit Committee Chair retainer | $75,000 annually . |
| Annual equity grant | $50,000 in three‑year, time‑vested restricted stock (granted at April reorganization meeting) . |
| Deferred compensation availability | Directors may defer fees; $243,250 in aggregate 2024 director fees were deferred (across participating directors) . |
Note: Altman was elected 2/28/2025; he is not shown in the 2024 director compensation table because he was not yet on the Board .
Performance Compensation (Directors)
| Pay Element | Performance Link | Vesting/Notes |
|---|---|---|
| Director equity (restricted stock) | None (time‑based, not tied to financial metrics) . | Three‑year cliff vesting on annual grants . |
Other Directorships & Interlocks
- Premier Financial Corp.: Served as director (2010–Feb 2025) and was named to WSBC’s Board pursuant to the merger; WSBC agreed to recommend him as a nominee for at least a full three‑year term (Board continuity commitment for acquired company appointees) .
- Non‑profit: Akron Children’s Hospital Foundation board service .
Expertise & Qualifications
- Real estate development, financing, and multi‑asset management expertise (commercial, multifamily, office, medical, hotel) – relevant to credit, collateral, and CRE risk oversight in banking .
- Understanding of banking regulations, financial transactions, and compliance (as highlighted in nominee rationale) .
- Public company governance experience from Premier and community‑oriented board work (Akron Children’s Hospital Foundation) .
Equity Ownership
| Detail | Amount |
|---|---|
| Sole voting and investment authority | 24,247 shares (includes 20,124 shares held in the Christine J. Altman Trust where he is trustee) . |
| Shared voting and/or investment authority | 15,092 shares (includes 14,978 shares in the Altman 2016 Trust and 114 shares in the Ruth Altman Trust, where he is co‑trustee) . |
| Percent of class | Does not exceed 1% (“*”) . |
| Unvested time‑based director RS (as of 12/31/2024) | 0 (Altman not yet a director in 2024) . |
Policies and alignment signals:
- Anti‑hedging and anti‑margin policy applies to all directors and officers .
- Directors are encouraged to own a significant amount of WSBC stock; in addition, all directors/nominees must meet West Virginia bank director stock ownership requirements (WV Code §31A‑4‑8) .
Related‑Party and Conflict Review
- Related‑party transaction policy requires Audit Committee approval/ratification and sets thresholds; Regulation O governs any credit exposures (same terms as comparable borrowers, no unfavorable features) .
- The 2025 proxy discloses a significant legal services relationship with another director’s firm; no Altman‑specific related‑party transactions are disclosed .
- Altman’s merger‑related appointment and nomination commitment is disclosed (Board agreed to recommend Premier appointees, including Altman, for at least one full three‑year term) .
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) reporting compliance (2024) | WSBC reports all required filings were made with no late filings during 2024 (applies to officers/directors then serving; Altman joined in 2025) . |
Governance Assessment
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Strengths
- Independent director with deep CRE financing/operations experience that is directly relevant to bank credit, collateral, and CRE concentration oversight .
- Board practices include 80% independence, separated Chair/CEO, executive sessions of independent directors, and anti‑hedging/anti‑margin rules, supporting governance quality .
- Director ownership expectations (encouraged significant holdings) and state‑mandated bank director stock ownership support alignment with shareholders .
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Watch items
- Merger‑related nomination commitment (WSBC agreed to recommend Altman for at least a full three‑year term) may reduce near‑term contestability of his seat, though he remains Nasdaq‑independent .
- Real estate industry leadership creates theoretical related‑party exposure if any WSBC credits or transactions involve his entities; WSBC’s Regulation O and related‑party policies govern such cases, and no Altman‑specific transactions are disclosed in the proxy .
- Committee assignments and attendance for Altman in 2025 are not yet disclosed; he was not on 2024 Audit/Compensation/Nominating rosters given his 2025 appointment .
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Shareholder sentiment context
- Say‑on‑pay support for WSBC’s named executive officer compensation was ~81% in 2024, indicating generally supportive investor sentiment toward compensation governance (company‑level signal) .
No evidence of pledging/hedging by Altman is disclosed; WSBC policy prohibits hedging and margin accounts for directors and officers .
No Altman‑specific related‑party transactions are disclosed in the 2025 proxy; any director loans must comply with Regulation O and be on market terms .