NWBI amends CEO/CFO employment agreements, grants $2M RSU retention award to CEO

Northwest Bancshares, Inc.

On Nov 20, Compensation Committee approved amended agreements for CEO Louis Torchio and CFO Douglas Schosser.
Key changes: expanded 12-month noncompete to any state where NWBI has a banking license; 280G cutback provision.
CEO granted $2M RSUs vesting after 4 years; accelerated vesting on death/disability/change-in-control or after age 65.
Bylaw amended to allow annual meetings to be held partially or fully via remote communication.
RSU grant effective by Dec 31, 2024; settled in two installments (vesting date + 6 months post-employment).

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