Northwest Bancshares, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. There were no changes made in our internal controls during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. See Management’s Report On Internal Control Over Financial Reporting - filed herewith under Part II, Item 8. “Financial Statements and Supplementary Data”. ITEM 9B. OTHER INFORMATION Not applicable. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors The “Proposal I-Election of Directors” section of the Company’s definitive proxy statement for the Company’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) is incorporated herein by reference. Executive Officers The “Proposal I-Election of Directors-Executive Officers who are not Directors” section of the 2024 Proxy Statement is incorporated herein by reference. Compliance with Section 16(a) of the Exchange Act The “Proposal I-Election of Directors-Section 16(a) Beneficial Ownership Reporting Compliance” section of the 2024 Proxy Statement is incorporated herein by reference. Code of Ethics The “Proposal I-Election of Directors-Code of Ethics” section of the 2024 Proxy Statement is incorporated herein by reference. A copy of the Code of Ethics is available to shareholders on the “Governance Documents” portion of the Investor Relations’ section on the Company’s website at www.northwest.com. Corporate Governance Information regarding the audit committee and its composition and the audit committee’s financial expert required by this item is incorporated herein by reference to the section captioned “Proposal I-Election of Directors-Meetings and Committees of the Board of Directors-Audit Committee” section of the 2024 Proxy Statement. 134 Table of Contents ITEM 11. EXECUTIVE COMPENSATION The “Proposal I-Election of Directors-Meetings and Committees of the Board of Directors-Compensation Committee,” “-Compensation Committee Interlocks and Insider Participation,” “-Compensation Discussion and Analysis - Compensation Committee Report,” -Compensation Discussion and Analysis,” “-Executive Compensation,” “-Employment Agreements/Change in Control Agreements,” “-Potential Payments to Named Executive Officers,” “-Defined Benefit Plan,” “-Supplemental Executive Retirement Plan,” “-Life Insurance Coverage” and “-Director Compensation” sections of the Company’s 2024 Proxy Statement are incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The “Proposal I-Election of Directors” section of the Company’s 2024 Proxy Statement is incorporated herein by reference. The Company does not have any equity compensation program that was not approved by stockholders. Set forth below is certain information as of December 31, 2023 regarding equity compensation plans that have been approved by stockholders. Equity compensation plans approved by stockholders Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price (1) Number of securities remaining available for issuance under plan Northwest Bancshares, Inc. 2011 Equity Incentive Plan 1,276,059 $ 14.13 — Northwest Bancshares, Inc. 2018 Equity Incentive Plan 1,932,946 14.52 — Northwest Bancshares, Inc. 2022 Equity Incentive Plan — — 2,386,878 Total 3,209,005 $ 14.36 2,386,878 (1) Reflects exercise price of options only. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The “Proposal I-Election of Directors-Board Independence” and “Proposal I-Election of Directors-Transactions with Certain Related Persons” sections of the Company’s 2024 Proxy Statement are incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is KPMG LLP , Pittsburgh, PA , Auditor Firm ID: 185 . The “Proposal II-Ratification of Appointment of Independent Registered Public Accounting Firm” section of the Company’s 2024 Proxy Statement is incorporated herein by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following documents are filed as part of this Form 10-K. (A) Management’s Report on Internal Control Over Financial Reporting (B) Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting (C) Report of Independent Registered Public Accounting Firm (D) Consolidated Statements of Financial Condition at December 31, 2023 and 2022 (E) Consolidated Statements of Income for the Years ended December 31, 2023, 2022 and 2021 (F) Consolidated Statements of Comprehensive Income for the Years ended December 31, 2023, 2022 and 2021 (G) Consolidated Statements of Changes in Shareholders’ Equity for the Years ended December 31, 2023, 2022 and 2021 (H) Consolidated Statements of Cash Flows for the Years ended December 31, 2023, 2022 and 2021 (I) Notes to the Consolidated Financial Statements 135 Table of Contents (a)(2) Financial Statement Schedules None. (a)(3) Exhibits Regulation S-K exhibit number Document Reference to prior filing or exhibit number attached hereto 3.1 Articles of Incorporation Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. 3.2 Articles of Amendment to Articles of Incorporation Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. 3.3 Amended and Restated Bylaws of Northwest Bancshares, Inc. Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. 4.1 Form of Common Stock Certificate Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-161805), filed with the SEC on September 9, 2009. 4.2 Description of Registrant’s Securities Filed herewith as Exhibit 4.2 10.1 Amendment and Restatement of Deferred Compensation Plan for Outside Directors Of Northwest Savings Bank and Eligible Affiliates Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. 10.2 Retirement Plan for Outside Directors of Northwest Savings Bank and Eligible Affiliates Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. 10.3 Amended and Restated Northwest Savings Bank Nonqualified Supplemental Retirement Plan Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. 10.4 Annual Performance Award Plan Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on September 16, 2020. 10.5 Northwest Bancorp, Inc. 2008 Stock Option Plan Incorporated by reference to the Definitive Proxy Statement for the 2008 Annual Meeting of Shareholders (File No. 000-23817), filed with the SEC on April 11, 2008. 10.6 Amended and Restated Northwest Savings Bank and Affiliates Upper Managers Bonus Deferred Compensation Plan Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 000-23817), filed with the SEC on March 4, 2009. 10.7 Intentionally Omitted 10.8 Intentionally Omitted 10.9 Employment Agreement for John J. Golding Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on April 4, 2020. 136 Table of Contents 10.10 Employment Agreement for Mark T. Reitzes Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on February 26, 2020. 10.11 Intentionally Omitted 10.12 Northwest Bancshares, Inc. 2011 Equity Incentive Plan Incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34582), filed with the SEC on March 1, 2011. 10.13 Intentionally Omitted 10.14 Northwest Bancshares, Inc. 2018 Equity Incentive Plan Incorporated by reference to Appendix A to the Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders (File no. 001-34582), filed with the SEC on March 7, 2018. 10.15 Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on July 2, 2020. 10.16 Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on July 2, 2020. 10.17 Form of Restricted Stock Award Agreement under the 2018 Equity Incentive Plan Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on May 14, 2018. 10.18 Form of Amendment to Employee Agreement Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on November 16, 2021. 10.19 Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and Louis J. Torchio Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on August 17, 2022. 10.20 Employment Agreement by and between Northwest Bank, Northwest Bancshares, Inc. and William W. Harvey Jr. Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on August 17, 2022. 10.21 Northwest Bank Annual Performance Award Plan Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on April 22, 2022. 10.22 Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Scott Watson Filed herewith as Exhibit 10.22 10.23 Northwest Bank and Northwest Bancshares, Inc. Change in Control Agreement for Greg Betchkal Filed herewith as Exhibit 10.23 10.24 Retirement Agreement by and between William W. Harvey, Jr., Northwest Bancshares, Inc. and Northwest Bank Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on September 21, 2023. 10.25 Independent Contractor Consulting Agreement by and between William W. Harvey, Jr., Northwest Bancshares, Inc. and Northwest Bank Incorporated by reference to the Current Report on Form 8-K (File No. 001-34582), filed with the SEC on September 21, 2023. 12 Statement re: computation of ratios Not required 21 Subsidiaries of Registrant Filed herewith as Exhibit 21 137 Table of Contents 23 Consent of experts and counsel Filed herewith as Exhibit 23 24 Power of Attorney Not required 31.1 Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.1 31.2 Certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as Amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 31.2 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith as Exhibit 32 97 Policy Relating to Recovery of Extraneously Awarded Compensation Filed herewith as Exhibit 97 101 Interactive Data File (XBRL) Filed herewith as Exhibit 101 104 Interactive Data File (XBRL) Filed herewith as Exhibit 104 ITEM 16. FORM 10-K SUMMARY Not applicable. 138 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NORTHWEST BANCSHARES, INC. Date: February 23, 2024 By: /s/ Louis J. Torchio Louis J. Torchio, President and Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: February 23, 2024 By: /s/ Louis J. Torchio Louis J. Torchio, President and Chief Executive Officer (Principal Executive Officer) Date: February 23, 2024 By: /s/ William W. Harvey, Jr. William W. Harvey, Jr., Senior Executive Vice President, Chief Operating Officer, and Chief Financial Officer (Principal Financial Officer) Date: February 23, 2024 By: /s/ Jeffrey J. Maddigan Jeffrey J. Maddigan, Executive Vice President, Finance, Accounting and Corporate Treasurer (Principal Accounting Officer) Date: February 23, 2024 By: /s/ Timothy B. Fannin Timothy B. Fannin, Chairman and Director Date: February 23, 2024 By: /s/ Robert M. Campana Robert M. Campana, Director Date: February 23, 2024 By: /s/ Deborah J. Chadsey Deborah J. Chadsey, Director Date: February 23, 2024 By: /s/ Wilbur R. Davis Wilbur R. Davis, Director Date: February 23, 2024 By: /s/ Timothy M. Hunter Timothy M. Hunter, Director Date: February 23, 2024 By: /s/ John P. Meegan John P. Meegan, Director Date: February 23, 2024 By: /s/ Mark A. Paup Mark A. Paup, Director Date: February 23, 2024 By: /s/ David M. Tullio David M. Tullio, Director Date: February 23, 2024 By: /s/ Pablo A. Vegas Pablo A. Vegas, Director Date: February 23, 2024 By: /s/ Amber L. Williams Amber L. Williams, Director 139