Michael Crawford
WESBANCOAbout Michael J. Crawford
Independent director of Wesbanco, Inc. since August 20, 2018; age 69; currently serves on the Audit Committee, chairs the Insurance Committee, and sits on the Personnel and Post Retirement Committee . Background includes senior leadership in insurance brokerage and bank board service (Farmers Capital Bank Corp. and United Bank & Capital Trust Company); the Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmers Capital Bank Corporation | Director | 2010 – Aug 2018 | Acquired by Wesbanco; supported board oversight pre-merger |
| United Bank & Capital Trust Company | Director | 2010 – Aug 2018 | Subsidiary oversight experience |
| Citizens Bank of Northern Kentucky | Chairman of the Board | Not disclosed | Led de novo bank founded in 1993; later acquired by Farmers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AssuredPartners of Kentucky | Senior Vice President | Current | Former Managing Director (2012–2019) |
| Crawford Insurance | President & Director | 1995 – Oct 2012 | Life, health, commercial insurance agency; sold to AssuredPartners |
Board Governance
- Committee assignments: Audit Committee member; Insurance Committee chair; Personnel and Post Retirement Committee member .
- Independence: Board determined Crawford is independent; current Board independence ratio is 80% .
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in 2024; the Audit Committee met 10 times in 2024 .
- Tenure: Director since 2018; current term expires at the 2026 annual meeting .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Wesbanco, Inc. cash fees | 78,500 | Includes annual retainer and meeting fees |
| Wesbanco Bank, Inc. cash fees | 8,000 | Bank board/committee fees |
| Stock awards (time‑vested RS) | 50,000 | Annual director RS grant; three‑year time-vest, granted each April |
| Total | 136,500 | Sum of cash and equity |
Program structure (context): Annual retainer $50,000; Board meeting fee $1,500; Executive Committee meeting fee $1,250; other committee meeting fee $1,000; Audit Committee Chair $75,000; Board Chair $125,000; directors receive $50,000 in three-year time-vested restricted stock annually at April reorganization meeting .
Performance Compensation
| Grant | Period/Grant Timing | Type | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual director equity grant | April 2024 | Time-vested restricted stock | 50,000 | Three-year time vest per program | None; director equity is time-based (no performance conditions) |
Other Directorships & Interlocks
| Company/Organization | Role | Current/Prior | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Farmers Capital Bank Corporation | Director | Prior (2010–2018) | Appointed to WSBC Board via merger; obligation to nominate met |
| United Bank & Capital Trust Company | Director | Prior (2010–2018) | Bank subsidiary role; no current interlock disclosed |
| Citizens Bank of Northern Kentucky | Chairman | Prior | No current related-party transactions disclosed |
No related-party transactions disclosed for Crawford; Board’s related party policy applies, and loans under Regulation O, if any, are treated as immaterial when at market terms .
Expertise & Qualifications
- Insurance and risk management expertise from senior roles at AssuredPartners and prior ownership/leadership of Crawford Insurance; brings comprehensive risk oversight perspective to banking operations .
- Banking governance experience across multiple institutions, including chairing a de novo bank prior to acquisition; enhances board effectiveness in M&A integration and credit/insurance oversight .
Equity Ownership
| Holding | Shares | Details |
|---|---|---|
| Total beneficial ownership | 40,031 | Beneficial ownership does not exceed 1% of class |
| Shares held by spouse | 32,037 | Held by Ruth Ann Crawford |
| Unvested time‑based restricted stock (director listing) | 3,168 | As of 2024 awards per director compensation table |
| RS awards scheduled to vest (footnote detail) | 4,685 total: 917 (2022), 1,940 (2023), 1,828 (2024) | Vesting years noted below |
| Ownership guideline | Required to own stock per WV bank director statute; directors encouraged to hold significant amounts | |
| Hedging/pledging policy | Company prohibits short sales, hedging, and pledging |
Vesting schedule for disclosed RS awards:
| Metric | 2025 | 2026 | 2027 |
|---|---|---|---|
| RS vesting (shares) | 917 (2022 award vest) | 1,940 (2023 award vest) | 1,828 (2024 award vest) |
Governance Assessment
- Strengths: Independent status; multi-committee engagement including chairing Insurance Committee; Audit Committee membership signals strong oversight; attended ≥75% of meetings; meaningful share ownership with ongoing RS vesting supports alignment .
- Compensation mix: Balanced cash/equity, with standardized $50k annual director RS grant on three-year vesting; no meeting-fee anomalies; aligns with broader program structure .
- Conflicts risk: Insurance industry role could present potential related-party exposure if the company procures services from related entities; no such transactions disclosed; Board’s related-party policy and Regulation O framework mitigate risks . Audit Committee notes certain members maintain lending relationships; Board determined independence not impaired .
- Shareholder signals: 2024 say-on-pay approval ~81% for named executive officers (context for governance and pay rigor); clawback policy in place for incentive-based compensation (executives) .
- RED FLAGS: None disclosed for Crawford (no related-party transactions, no pledging/hedging, meets attendance thresholds) . Monitoring items include ensuring continued independence given external insurance affiliations and verifying no director-related transactions arise outside policy .