Robert Fitzsimmons
WESBANCOAbout Robert Fitzsimmons
Independent director of WesBanco, Inc. since 2018; age 46. A lawyer and member of Fitzsimmons Law Firm, PLLC (civil litigation) with prior service as a West Virginia State Senator (2013–2015; vice chair, Banking & Insurance Committee). Education: B.S. in Biomedical Engineering (Washington University in St. Louis) and J.D. (Wake Forest University). Current board credentials include Audit Committee and Insurance Committee membership; board cites his prior bank board experience and representation of a significant family shareholder/customer relationship among qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Virginia Senate | State Senator; Vice Chair, Banking & Insurance | 2013–2015 | Legislative oversight of banking/insurance; public policy experience |
| First West Virginia Bancorp (now CB Financial Services, Inc.) | Director | May 2014–Feb 2018 | Prior public company bank board experience |
| Fitzsimmons Law Firm, PLLC | Member (Attorney) | Since May 2004 | Civil litigation; legal expertise leveraged for governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Closely held companies in commercial real estate and broadcasting | Principal | Ongoing | Business leadership; potential customer relationships noted by board in qualifications |
Board Governance
- Independence: Board determined Fitzsimmons is independent under Nasdaq; overall board independence 80% .
- Committees: Member, Audit Committee (chair is Lisa Knutson; committee met 10 times in 2024); Member, Insurance Committee .
- Board structure: Separate Chairman (Christopher V. Criss), independent director; CEO not Chair .
- Attendance: Each director met at least 75% attendance of board/committee meetings in 2024; majority attended shareholder meeting (exceptions listed do not include Fitzsimmons) .
- Director education and orientation programs in place; independent director executive sessions held at least twice per year .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Director fees (WesBanco, Inc.) | $71,750 | 2024 | Individual cash fees for meetings/retainer as applicable |
| Director fees (WesBanco Bank, Inc.) | $0 | 2024 | No bank-level fees recorded for 2024 |
| Annual board retainer (program detail) | $50,000 | 2024 | Paid to each non-employee director; payable quarterly |
| Meeting fees (program detail) | Board $1,500; Exec Committee $1,250; Other committees $1,000 | 2024 | Per-meeting fees; applies across directors |
| Total cash and equity (Fitzsimmons) | $121,750 | 2024 | Cash $71,750 + Stock awards $50,000 |
Performance Compensation
| Equity Grant Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Time-vested Restricted Stock (annual director grant) | $50,000 | 3-year cliff vest | Awarded at April board reorganization meeting each year |
| Unvested Director RS (Fitzsimmons) | 3,168 shares | Time-based | Unvested balance at FY2024 year-end |
Policies: Anti-hedging and margin prohibitions apply to directors; insider trading approvals required . Director stock ownership is encouraged to be significant relative to means (no fixed multiple disclosed for directors) .
Other Directorships & Interlocks
| Company | Status | Role | Interlock/Notes |
|---|---|---|---|
| First West Virginia Bancorp (CB Financial Services, Inc.) | Prior public company | Director | Banking sector experience; enhances board oversight |
- Compensation Committee interlocks: None among WesBanco executive officers; no cross-board compensation interlocks disclosed .
- Audit Committee independence: Committee members include business principals with lending relationships; board concluded such relationships remain arm’s-length and do not impair independence, per Regulation O policy and annual reviews .
Expertise & Qualifications
- Legal and governance: Civil litigation practitioner; J.D.; policy experience as state senator and committee vice chair .
- Financial services: Prior public bank directorship; banking oversight exposure .
- Business leadership: Principal in commercial real estate and broadcasting businesses; shareholder/customer representation ties to WesBanco markets .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Sole voting and investment authority | 49,938 | As of Jan 31, 2025 |
| Shared voting/investment authority | 106,562 | Footnote: Shares for which Fitzsimmons has sole voting authority via Voting Agreements |
| Ownership % of WSBC | Below 1% | Beneficial ownership does not exceed 1% |
| Unvested time-based RS (director) | 3,168 | Outstanding unvested director RS |
Section 16(a) compliance: No late insider filings reported for 2024 .
Governance Assessment
- Strengths: Independent director on Audit and Insurance committees; adequate attendance; annual equity grants align interests; robust clawback policy and anti-hedging; board maintains 80% independence and separates Chair/CEO roles .
- Alignment: Holds meaningful stock (direct/indirect) and unvested RS; directors receive equity annually with long vesting, supporting long-term alignment .
- Potential conflicts and mitigants:
- Lending relationships: Audit Committee notes some members (committee includes Fitzsimmons) have organizational lending ties; Board applies Regulation O and annual independence review; determined not impairing independence .
- Family shareholder/customer influence: Board cites Fitzsimmons represents significant family shareholder and customer relationships—a potential influence risk; mitigated by Nasdaq independence status and committee oversight structure .
- Shareholder signals: Say-on-pay approval was ~81% in 2024, indicating general investor support for executive pay framework; Compensation Committee retained an independent consultant; clawback policy compliant with Dodd-Frank .
No related-party transactions specific to Fitzsimmons disclosed in 2024; the proxy does disclose fees paid to a director’s law firm unrelated to Fitzsimmons and reviews under Related Party Transaction Policy .