Todd Clossin - Director | WESBANCO (WSBC) Executive Profile & Compensation

About Todd F. Clossin

Todd F. Clossin (age 63) has served on WesBanco, Inc.’s Board since 2014 and was the company’s President & CEO through July 31, 2023. He holds a B.A. in Business Administration (Mount Union College) and an MBA (University of Akron), with executive programs at Darden (Advanced Commercial Lending), Weatherhead (Executive Leadership), CCL (Leadership at the Peak), and Stanford (Strategy & Organization) . As of Jan 31, 2025, he beneficially owned 177,753 WSBC shares (<1%), including vested options and unvested grants from prior service .

Past Roles

Organization	Role	Tenure	Committees/Impact
WesBanco, Inc.	President & CEO	Through Jul 31, 2023	Led strategy and execution prior to transition to CEO Jeffrey Jackson .
Fifth Third Bank	EVP & CAO; President & CEO of multiple regions	2002–2011 (regional CEO roles listed)	CEO Midwest & Midsouth (2010–2011); CEO Midwest & Florida (2009–2010); CEO Midwest (2006–2009); CEO North Ohio (2005–2006); CEO Tennessee (2002–2005) .
Key Bank; Society Bank	Various roles	Not dated	Banking roles across Columbus, Dayton, Cleveland, Canton .

External Roles

No other current public company directorships disclosed for Mr. Clossin .

Board Governance

Independence: Not independent under Nasdaq standards (former CEO within last 3 years); Board independence ratio 80% .
Years of service on WSBC board: Director since 2014 .
Attendance: Each director attended at least 75% of Board/committee meetings in 2024; annual shareholders’ meeting attendance is evaluated (Clossin not listed among those absent) .
Executive sessions of independent directors: at least semi-annual (most recent Oct 24, 2024) .
Committee assignments (current):
- Executive Committee (Board) – Member
- Enterprise Risk Management Committee (Corp) – Member
- Asset/Liability Management Committee (Corp) – Member
- Loan Review Committee (Bank) – Member

Fixed Compensation

2024 non‑employee director fee schedule (policy):
- Annual retainer: $50,000; Board meeting fee: $1,500; Executive Committee meeting: $1,250; Other committee meetings: $1,000; Chair retainers: Board Chair $125,000; Audit Chair $75,000; annual restricted stock grant valued at $50,000 (3‑year time‑vest) .
2024 director compensation – Todd F. Clossin: | Component | Amount ($) | |---|---| | Cash fees – WesBanco, Inc. | 79,000 | | Cash fees – WesBanco Bank, Inc. | 4,000 | | Stock Awards (time‑vest RS) | 50,000 | | Total | 133,000 |

Performance Compensation

Structure: Non‑employee directors receive time‑vested restricted stock (no performance metrics) valued at $50,000 granted at the April reorganization meeting; three‑year cliff vesting .

Grant timing	Instrument	Vesting	2024 Grant Value
April 2024 (Board reorg meeting)	Time‑vested Restricted Stock	3‑year cliff	$50,000

WSBC maintains a Dodd‑Frank compliant clawback policy (covers incentive comp based on financial reporting measures); primarily applicable to executive officers .

Other Directorships & Interlocks

No other current public company boards disclosed for Mr. Clossin; no disclosed interlocks involving Mr. Clossin on compensation committees of other companies .

Expertise & Qualifications

39‑year banking career; prior EVP/CAO and multi‑region CEO at Fifth Third; earlier experience at Key Bank and Society Bank .
Education and executive programs: BA (Mount Union), MBA (Akron), Darden Advanced Commercial Lending, Weatherhead Executive Leadership, CCL Leadership at the Peak, Stanford Strategy & Organization .
Functional strengths: strategy, distribution, marketing, analytics, customer experience; extensive regional banking leadership .

Equity Ownership

Item	Detail
Total beneficial ownership	177,753 shares (<1% of outstanding)
Components (as of Jan 31, 2025)	Includes 25,000 vested options; 5,064 shares in 401(k); unvested restricted stock from prior service: 21,945 (2022 grant, vests 2025), 29,309 (2023, vests 2026), 1,828 (2024, vests 2027) .
Pledged shares	None disclosed; policy prohibits margin purchases/borrowing against accounts holding WSBC stock and hedging .
Director stock ownership policy	Directors encouraged to own a significant amount of WSBC stock; non‑employee director grants are in stock .

Governance Assessment

Strengths
- Deep banking operating experience and prior CEO knowledge of WSBC’s markets and risk profile augment ERM and ALCO oversight .
- Meaningful personal share ownership (177,753 shares) supports alignment; hedging/margin restrictions reduce misalignment risk .
- Board processes: independent director executive sessions; robust committee structure; annual board self‑evaluation; audited committee charters .
Watch items / potential investor considerations
- Independence: Not independent under Nasdaq due to recent CEO tenure; he also serves on the Executive Committee, which concentrates influence (though the committee maintains an independent majority) .
- Unvested equity from prior executive service persists (time‑based awards vesting 2025–2027); while not unusual, it may be viewed as a lingering tie to management-era incentives .
- Related-party/loans: No Clossin-specific related‑party transactions disclosed; the company maintains Regulation O–aligned lending and a formal Related Party Transactions Policy (reviewed annually) .
Board/Shareholder signaling
- Say‑on‑pay (executive) support in 2024 was ~81%, suggesting general shareholder acceptance of compensation philosophy; Compensation Committee composition is fully independent .

Related‑Party & Compliance Notes

Section 16(a) filings: No late filings reported for directors/officers in 2024 .
Related‑party oversight: Annual policy review (last approved Feb 26, 2025); approvals routed through Audit/Compensation or disinterested Board members .
Specific 2024 related‑party transaction disclosure pertains to a different director’s law firm; none for Mr. Clossin .

No red flags identified for Mr. Clossin regarding hedging/pledging, legal proceedings, option repricing, or related‑party transactions based on the latest proxy disclosures .