Zahid Afzal
WESBANCOAbout Zahid Afzal
Independent director of Wesbanco, Inc. (WSBC); age 62; first elected to WSBC’s board on February 28, 2025, following the Premier Financial Corp. acquisition arrangement that obligated WSBC to nominate him for at least one full three‑year term . He brings technology and operations leadership from prior roles (COO, CIO/CTO) and holds a degree in Computer Science and Management from Strayer University, plus executive leadership programs at Duke and Ohio State . Afzal is classified as independent under Nasdaq standards; the board’s independence ratio is 80% and all 2025 nominees, including Afzal, were deemed independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Savings Bank | Chief Operating Officer | 2018–2020 | Technology/operations leadership (banking) |
| Capital Bank (Raleigh, NC) | EVP, Chief Technology & Operations Executive | 2013–2017 | Led bank technology and operations |
| Huntington National Bank | Executive positions | Not disclosed | Banking operations/leadership experience |
| Bank of America | Executive positions | Not disclosed | Large-bank operating background |
| Broadslate Networks | Leadership positions | Not disclosed | Telecom/tech operating roles |
| Citicorp | Leadership positions | Not disclosed | Financial services technology/ops |
| MCI Communications | Leadership positions | Not disclosed | Communications/tech leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Buckeye Insurance Group (Piqua, OH) | Director | Since 2019 | Ongoing board role in insurance |
| Axiom Bank (Orlando, FL) | Director | Not disclosed | Ongoing board role at a regional bank |
Potential interlocks: Afzal serves on another bank board (Axiom Bank) while sitting on WSBC’s board—evaluate for competitive or information-flow risks, even though independence criteria are met .
Appointment history: Afzal’s WSBC nomination post-merger with Premier indicates a contractual nomination obligation, a common M&A practice that can affect board composition independence optics .
Board Governance
- Independence: Afzal is an independent director under Nasdaq criteria; WSBC’s board independence ratio is 80% and all 2025 nominees were independent .
- Election outcome (confidence signal): Elected April 16, 2025 with 65,826,499 For; 1,012,013 Withheld; 13,893,761 Non Votes .
- Attendance and engagement: WSBC states each director attended at least 75% of board/committee meetings in 2024; Afzal joined in 2025 (attendance for 2025 will be tracked) .
- Committees (board ecosystem): WSBC has independent Audit, Compensation, and Nominating committees plus other committees (Enterprise Risk, Disclosure, Personnel & Post‑Retirement, Insurance, Asset Liability, Marketing). Committee chairs are independent; committees hold executive sessions and may retain advisors .
- Director orientation/education: Formal onboarding plus ongoing education via management and external experts .
- Governance processes: Annual board self‑evaluation; clear related‑party policy with Audit Committee oversight; Regulation O credit standards for director loans .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual retainer (non‑employee director) | $50,000 cash | Paid quarterly |
| Board meeting fee | $1,500 per meeting | 8 board meetings in 2024; schedule similar annually |
| Executive Committee meeting fee | $1,250 per meeting | When Board does not meet |
| Other committee meeting fee | $1,000 per meeting | Applies to other WSBC committees |
| Chair fees | $125,000 (Board Chair); $75,000 (Audit Chair) | Incremental to retainer/meeting fees |
| 2024 director compensation (Afzal) | N/A (–) | Afzal elected Feb 28, 2025; no 2024 fees or awards |
Performance Compensation
| Equity Grant Type | Quantum | Vesting/Metrics | Notes |
|---|---|---|---|
| Annual director equity | $50,000 time‑vested restricted stock | Three‑year cliff vesting from April reorg grant | Non‑employee director equity program |
| Performance‑tied metrics | Not applicable for directors | N/A | WSBC’s disclosed performance metrics (EPS, ROA/ROATCE, credit quality) apply to executives, not directors |
WSBC prohibits option repricing without shareholder approval; performance equity and TSR/PBSP structures are disclosed for executives, not directors .
Other Directorships & Interlocks
| Entity | Sector | Relationship to WSBC | Conflict Notes |
|---|---|---|---|
| Axiom Bank | Banking | Potential strategic/market overlap | Monitor for confidentiality, competition, and committee cross‑service risks; independence maintained per Nasdaq criteria |
| Buckeye Insurance Group | Insurance | Customer/vendor adjacency | No related‑party transactions disclosed involving Afzal |
Expertise & Qualifications
- Technical/operations depth: Former COO and CTO/CIO roles; experienced in core banking operations and technology transformation .
- Industry breadth: Large-bank exposure (Bank of America, Huntington), regional banking (Capital Bank, Home Savings), and telecom/tech (MCI, Broadslate) .
- Education: Computer Science & Management degree (Strayer); executive programs (Duke, Ohio State) .
- Board qualification context: WSBC values candidates who meet independence, committee eligibility, and public company director experience; broader board aims to maintain diversity and majority independence .
Equity Ownership
| Holder/Vehicle | Shares | Nature | Notes |
|---|---|---|---|
| Sole voting/investment authority | 7,214 | Direct | Includes IRA holdings |
| Fidelity IRA | 1,902 | Beneficial | Included in sole authority |
| Zahid Afzal Living Trust | 13,269 | Shared authority | Co‑trustee |
| Lisa Afzal Living Trust (with spouse) | 23,627 | Shared authority | Co‑trustee |
| Total beneficial (sole + shared) | 44,110 | Beneficial | Does not exceed 1% of outstanding shares |
| Unvested director restricted stock (as of 2024) | 0 | N/A | Afzal had no unvested director RS as of 2024; elected in 2025 |
Alignment policies: Anti‑hedging and anti‑margin rules apply to directors; directors are encouraged to own significant WSBC stock, though numeric guidelines are not specified for directors (numeric multiples apply to executives) .
Governance Assessment
-
Positives:
- Strong shareholder mandate: 98.5% of votes cast for Afzal (withholds ~1.5%), supporting investor confidence .
- Independence and expertise: Classified independent; deep IT/operations oversight capabilities beneficial for Enterprise Risk, Audit, or Technology governance workload .
- Ownership: Meaningful personal/trust holdings; no pledging/hedging permitted by policy .
- Clear related‑party safeguards: No Afzal‑specific related‑party transactions disclosed; robust Regulation O and Audit Committee oversight .
-
Watch items / potential red flags:
- Merger‑obligation nomination: Board seat tied to the Premier merger agreement could raise independence optics; mitigate via committee independence and board self‑evaluation rigor .
- External bank directorship: Axiom Bank role introduces potential competitive/interlock risk; monitor committee assignments and information barriers .
- Committee assignments: Not disclosed for Afzal yet; investors should watch 2025 committee placement for influence on risk, audit, and compensation oversight .
- Director pay clarity: Afzal’s 2025 director compensation will follow WSBC’s standard structure; 2024 table shows “–” due to timing—ensure 2025 equity is time‑vested, not performance‑tied, consistent with director alignment .
Say‑on‑Pay & Shareholder Feedback (context)
- 2025 say‑on‑pay approval: For 61,819,312; Against 4,163,784; Abstain 893,825; Non‑Votes 13,893,761—majority approval maintained .
- Prior-year engagement: Compensation Committee referenced ongoing stockholder engagement; 2024 advisory vote cited ~81% favorable and informed program continuity for executives .
Related Party Transactions
- No Afzal‑specific related party transactions disclosed; WSBC’s largest disclosed engagement involves outside counsel led by another director (Audit Committee reviews annually) .
Director Compensation (2024 context; Afzal elected 2025)
| Name | Wesbanco, Inc. Cash ($) | Wesbanco Bank, Inc. Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Zahid Afzal | – | – | – | – |
| Program totals (non‑Afzal, 2024) | 1,212,417 | 189,400 | 750,000 | 2,151,817 |
Annual program design: Retainer $50,000; equity grant $50,000 time‑vested RS at April reorg; meeting fees per above; chair fees for Board/Audit .
Voting Outcome (April 16, 2025)
| Director | For | Withheld | Non Votes |
|---|---|---|---|
| Zahid Afzal | 65,826,499 | 1,012,013 | 13,893,761 |
Implication: Solid shareholder support enhances governance legitimacy and investor confidence .