Edgar Filing: Northwest Bancshares, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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NORTHWEST BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 4, 2015

Dear Stockholder:

We cordially invite you to attend the 2015 Annual Meeting of Stockholders of Northwest Bancshares, Inc., the parent company of Northwest Bank. The Annual Meeting will be held at The Struthers Library Theatre, located at 302 W. Third Avenue, Warren, Pennsylvania, at 11:00 a.m. (Pennsylvania time) on April 15, 2015.

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During the Annual Meeting we will also report on the operations of Northwest Bancshares, Inc. Our directors and officers, as well as a representative of our independent registered public accounting firm, will be present to respond to any questions that stockholders may have.

The business to be conducted at the Annual Meeting includes the election of three directors, the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2015 and the consideration of an advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement.

Our Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interests of Northwest Bancshares, Inc. and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” each matter to be considered.

Under rules established by the Securities and Exchange Commission, we sent the majority of those stockholders who are eligible to vote at the Annual Meeting a notice that explains how to access their proxy materials, including our 2014 Annual Report, online, rather than in traditional printed form. The notice also explains the simple steps our eligible stockholders can follow in order to vote their shares online or by telephone. If you are among the stockholders who received the notice explaining this process and would prefer to receive your proxy materials in the traditional hard copy format, the notice also explains how to arrange to have the printed materials sent to you in the mail. If you are among those who received their proxy materials in printed form, rather than the notice, please note that you may still access these materials and vote your shares online by going to the following website: www.proxyvote.com.

Please take a moment now to cast your vote via the Internet or by telephone as described on the enclosed proxy card, or alternatively, complete, sign, date and return the proxy card in the postage-paid envelope provided. Voting in advance of the Annual Meeting will not prevent you from voting in person, but will assure that your vote is counted if you are unable to attend the Annual Meeting.

Sincerely,

/s/ William J. Wagner
William J. Wagner
Chairman of the Board,
President and Chief Executive Officer

NORTHWEST BANCSHARES, INC.

100 Liberty Street

Warren, Pennsylvania 16365-2353

(814) 726-2140

NOTICE OF

2015 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On April 15, 2015

Notice is hereby given that the 2015 Annual Meeting of Stockholders of Northwest Bancshares, Inc. will be held at The Struthers Library Theatre, 302 W. Third Avenue, Warren, Pennsylvania, on April 15, 2015 at 11:00 a.m., Pennsylvania time.

A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.

The Annual Meeting is for the purpose of considering and acting upon:

The election of three directors;

The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2015;

An advisory, non-binding resolution to approve the executive compensation described in the Proxy Statement; and

such other matters as may properly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on February 20, 2015, are the stockholders entitled to vote at the Annual Meeting, and any adjournments thereof.

EVEN IF YOU DO NOT PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY CHOOSE TO VOTE YOUR SHARES USING THE INTERNET OR TELEPHONE VOTING OPTIONS EXPLAINED ON YOUR PROXY CARD OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY THAT YOU GIVE MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED. YOU MAY REVOKE A PROXY BY FILING WITH THE SECRETARY OF NORTHWEST BANCSHARES, INC. A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. IF YOU ATTEND THE ANNUAL MEETING YOU MAY REVOKE YOUR PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOUR SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.

	By Order of the Board of Directors

	/s/ Richard K. Laws
	Richard K. Laws
	Executive Vice President and Corporate Secretary

Warren, Pennsylvania
March 4, 2015

Proxy Statement

NORTHWEST BANCSHARES, INC.

100 Liberty Street

Warren, Pennsylvania 16365-2353

(814) 726-2140

2015 ANNUAL MEETING OF STOCKHOLDERS

April 15, 2015

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Northwest Bancshares, Inc. to be used at the 2015 Annual Meeting of Stockholders of Northwest Bancshares, Inc., which will be held at The Struthers Library Theatre, 302 W. Third Avenue, Warren, Pennsylvania, on April 15, 2015, at 11:00 a.m., Pennsylvania time, and all adjournments of the annual meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being mailed to stockholders on or about March 6, 2015.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Holders of record of our shares of common stock, par value $0.01 per share, as of the close of business on February 20, 2015 are entitled to one vote for each share then held. As of February 20, 2015, there were 94,682,602 shares of common stock issued and outstanding. The presence in person or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present.

As to the election of directors, the Proxy Card being provided by the Board of Directors enables a stockholder to vote FOR ALL NOMINEES proposed by the Board, to WITHHOLD AUTHORITY FOR ALL NOMINEES or to vote FOR ALL EXCEPT one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes, or proxies as to which the authority to vote for the nominees being proposed is withheld.

As to the ratification of KPMG LLP as our independent registered public accounting firm, by checking the appropriate box, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on such ratification. The affirmative vote of a majority of the votes cast at the annual meeting, without regard to either broker non-votes, or shares as to which the ABSTAIN box has been selected on the proxy card, is required for the approval of this matter.

As to the advisory, non-binding resolution to approve our executive compensation as described in this Proxy Statement, a stockholder may: (i) vote FOR the resolution; (ii) vote AGAINST the resolution; or (iii) ABSTAIN from voting on the resolution. The affirmative vote of a majority of the votes cast at the annual meeting, without regard to either broker non-votes, or shares as to which the ABSTAIN box has been selected on the proxy card, is required for the approval of this non-binding resolution. While this vote is required by law, it will neither be binding on Northwest Bancshares, Inc. or the Board of Directors, nor will it create or imply any change in the fiduciary duties of, or impose any additional fiduciary duty on Northwest Bancshares, Inc. or the Board of Directors.

As provided in Section D of Article 5 of our Articles of Incorporation, record holders of shares owned, directly or indirectly, by a person who beneficially owns in excess of 10% of the outstanding shares of our common stock are not entitled to vote any shares held in excess of this 10% limit. Subject to certain exceptions, a person is deemed to beneficially own shares owned by an affiliate of, as well as by persons acting in concert with, such person. The Board of Directors of Northwest Bancshares, Inc. is authorized to construe and apply the provisions of Section D of Article 5 of the Articles of Incorporation, and to make all determinations it deems necessary or desirable to implement them, including determining the number of shares beneficially owned by any person and whether a person is an affiliate of or has an arrangement or agreement with another person, and to demand certain information from any person who is reasonably believed to beneficially own stock in excess of the 10% limit and

reimbursement for all expenses incurred by Northwest Bancshares, Inc. in connection with an investigation conducted by the Board of Directors pursuant to the provisions of Article 5, Section D of the Articles of Incorporation.

If you have selected a broker or other intermediary to hold your common stock rather than having them directly registered with our transfer agent, American Stock Transfer & Trust Company, LLC, you will receive instructions directly from your broker or other intermediary in order to vote your shares. Your brokerage firm may also provide the ability to vote your proxy by telephone or online. Please be advised that if you choose to not vote your proxy, your brokerage firm only has the authority under applicable stock market rules to vote your shares “FOR” or “AGAINST” routine matters. The ratification of the appointment of the independent registered public accounting firm is deemed to be a routine matter. Accordingly, we urge you to vote by following the instructions provided by your broker, bank, or other intermediary.

We are taking advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners, unless they have directed us to provide the materials in a different manner or hold shares of our common stock through our stock-based benefit plans. The Notice provides instructions on how to access and review all of the important information contained in the Company’s Proxy Statement and Annual Report to Stockholders, as well as how to cast a vote, over the Internet or by telephone. Stockholders who receive the Notice and who would still like to receive a printed copy of the proxy materials can find instructions for requesting these materials included in the Notice. We plan to mail the Notice to stockholders by March 6, 2015.

Persons and groups who beneficially own in excess of 5% of our shares of common stock are required to file certain reports with the Securities and Exchange Commission regarding such ownership pursuant to the Securities Exchange Act of 1934. The following table sets forth, as of February 20, 2015, the shares of our common stock beneficially owned by each person known to us who was the beneficial owner of more than 5% of the outstanding shares of our common stock.

Name and Address of Beneficial Owners	Amount of Shares Owned and Nature of Beneficial Ownership (1)	Percent of Shares of Common Stock Outstanding

Black Rock, Inc. (2) 55 East 52nd Street New York, New York 10022	8,446,461	8.9	%

Dimensional Fund Advisors LP (3) Building One 6300 Bee Cave Road Austin, Texas, 78746	6,108,855	6.4	%

The Vanguard Group (4) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	5,762,613	6.1	%

Northwest Savings Bank Employee Stock Ownership Plan 100 Liberty Street Warren, Pennsylvania 16365-2353	5,236,501	5.5	%

Wellington Management Company, LLP (5) 280 Congress Street Boston, Massachusetts 02210	4,841,323	5.1	%

Capital World Investors (6) 333 South Hope Street Los Angeles, California 90071	4,850,000	5.1	%

(footnotes on following page)

(footnotes from previous page)

(1)

In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if he or she has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares, and includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting or investment power.

(2)	As disclosed in Amendment 3 to Schedule 13G, as filed with the Securities and Exchange Commission on January 22, 2015.

(3)	As disclosed in a Schedule 13G, as filed with the Securities and Exchange Commission on February 5, 2015.

(4)	As disclosed in Amendment 3 to Schedule 13G, as filed with the Securities and Exchange Commission on February 10, 2015.

(5)	As disclosed in Amendment 2 to Schedule 13G, as filed with the Securities and Exchange Commission on February 12, 2015.

(6)	As disclosed in Amendment 1 to Schedule 13G, as filed with the Securities and Exchange Commission on February 13, 2015.

REVOCATION OF PROXIES

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the annual meeting and all adjournments thereof. Proxies solicited on behalf of our Board of Directors will be voted in accordance with the directions given thereon. You may vote by Internet or telephone as described on your Proxy Card. You may also vote by signing and returning your Proxy Card to Northwest Bancshares, Inc. Proxies we receive that are signed, but contain no instructions for voting, will be voted “FOR” the proposals set forth in this Proxy Statement for consideration at the annual meeting.

Proxies may be revoked by sending written notice of revocation to the Secretary of Northwest Bancshares, Inc., Richard K. Laws, at the address shown above, or by returning a duly executed proxy bearing a later date by mail, or voting on a later date by Internet or telephone, as described on your Proxy Card. The presence at the annual meeting of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder delivers his or her ballot in person at the annual meeting or delivers a written revocation to the Secretary prior to the voting of such proxy.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our Board of Directors will consist of ten members, effective immediately following the annual meeting. Our bylaws provide that directors are divided into three classes, as nearly equal in number as reasonably possible, such that approximately one-third of the directors are to be elected annually. Our directors are generally elected to serve for a three-year period, or a shorter period if the director is elected to fill a vacancy, and until their respective successors shall have been elected and shall qualify. Three directors will be elected at the annual meeting and will serve until their successors have been elected and qualified. The Nominating Committee has nominated Deborah J. Chadsey, Philip M. Tredway and Timothy M. Hunter to serve as directors for three-year terms. Ms. Chadsey and Mr. Tredway are currently members of the Board of Directors. Mr. Hunter has served on the Board of Directors of Northwest Bank since November 2014. Mr. Hunter was recommended to the Nominating Committee for consideration by our Nominating Committee Chairman, A. Paul King.

The table below sets forth certain information regarding our nominees and the composition of our Board of Directors as of February 20, 2015 (with age information as of December 31, 2014), including the terms of office of Board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to a nominee) will be voted at the annual meeting for the election of the nominees identified below. If one or more nominees is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute or substitutes as the Nominating Committee may recommend. At this time, the Board of Directors knows of no reason why the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between the nominees and any other person pursuant to which such nominees were selected.

None of our Directors or Executive Officers had any shares pledged as collateral as of February 20, 2015.We have adopted a policy that prohibits our insiders from (1) pledging Northwest Bancshares, Inc. stock as collateral against a loan or line of credit or holding Northwest Bancshares, Inc. stock in a margin account; and (2) hedging (buying or selling puts, calls or exchange-traded options) with respect to Northwest Bancshares, Inc. stock.

Name (1)	Age	Positions Held in Northwest Bancshares, Inc.	Director Since (2)	Current Term to Expire	Shares of Common Stock Beneficially Owned (3)		Percent of Class
NOMINEES
Philip M. Tredway	66	Director	2007	2015	76,059	(4)	*
Deborah J. Chadsey	57	Director	2012	2015	15,970	(5)	*
Timothy M. Hunter	52	None	N/A	N/A	1,000		*

DIRECTORS CONTINUING IN OFFICE

Richard E. McDowell	71	Director	1972	2016	209,443	(6)	*
John P. Meegan	55	Director	2010	2016	88,885	(7)	*
Timothy B. Fannin	61	Director	2013	2016	9,001	(8)	*
William J. Wagner	61	Chairman of the Board, President and Chief Executive Officer	1994	2017	831,291	(9)	*
A. Paul King	71	Director	2001	2017	132,401	(10)	*
Sonia M. Probst	56	Director	2011	2017	42,308	(11)	*
William F. McKnight	63	Director	2013	2017	29,010	(12)	*

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

William W. Harvey, Jr.	48	Senior Executive Vice President-Chief Financial Officer	N/A	N/A	248,866	(13)	*
Steven G. Fisher	57	Senior Executive Vice President-Chief Revenue Officer	N/A	N/A	376,764	(14)	*
Michael G. Smelko	47	Executive Vice President-Chief Credit Officer	N/A	N/A	149,669	(15)	*
David E. Westerburg	61	Executive Vice President-Chief Operations Officer	N/A	N/A	141,288	(16)	*

All directors, nominees and executive officers as a group (14 persons)					2,351,955	(17)	2.5	%

*	Less than 1%.

(1)	The mailing address for each person listed is 100 Liberty Street, Warren, Pennsylvania 16365-2353.

(2)	Reflects initial appointment to the Board of Directors of Northwest Bank for directors elected prior to 1998.

(3)	See definition of “beneficial ownership” in the table in “Voting Securities and Principal Holders Thereof.”

(4)	Includes options to purchase 40,107 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(5)	Includes options to purchase 4,320 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(6)	Includes options to purchase 33,786 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(7)	Includes options to purchase 24,035 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(8)	Includes options to purchase 2,160 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(9)	Includes options to purchase 179,595 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(10)	Includes options to purchase 35,607 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(11)	Includes options to purchase 19,749 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(12)	Includes options to purchase 2,160 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(13)	Includes options to purchase 110,345 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(14)	Includes options to purchase 107,534 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(15)	Includes options to purchase 85,423 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(16)	Includes options to purchase 67,755 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

(17)	Includes options to purchase 712,576 shares of common stock, which are exercisable within 60 days of the date as of which beneficial ownership is being determined.

Directors and Nominees

The biographies of each of the nominees and continuing board members below contains information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board of Directors to determine that the person should serve as a director. The principal occupation during the past five years of each of our directors and nominees is set forth below. All directors have held their present positions for five years unless otherwise stated. Each existing director is also a director of Northwest Bank.

William J. Wagner was named President and Chief Executive Officer of Northwest Bank in August 1998, President and Chief Executive Officer of Northwest Bancshares, Inc. in June 2001 and Chairman of the Board of Northwest Bank and Northwest Bancshares, Inc. in July 2003. Mr. Wagner was the Chief Financial Officer of Northwest Bank upon joining the bank in 1984 and was named Chief Operating Officer in 1996. Mr. Wagner was appointed Executive Vice President in 1992 and was elected to the Board of Directors in 1994. He serves on the Board of the Warren County Chamber of Business and Industry and the Board of the University of Pittsburgh at Bradford. Mr. Wagner is a Certified Public Accountant and holds a BS degree in accounting from Indiana University of Pennsylvania. Mr. Wagner has deep and extensive knowledge of our market area, accounting matters and banking matters, making him uniquely qualified to be our Chairman of the Board and Chief Executive Officer.

Deborah J. Chadsey is an attorney who has practiced law for over 27 years. She is currently a partner in the Buffalo, New York law firm Kavinoky Cook LLP. Prior to joining Kavinoky Cook LLP, Ms. Chadsey practiced law with Lippes, Silverstein as well as Phillips, Lytle, both also in Buffalo, New York. She has been on the Northwest Bank Board of Directors since December 2011. In addition, she sits on the Board of Directors of Kensington-Bailey Neighborhood Housing Services/Gloria Parks Community Center. Ms. Chadsey graduated from Columbia University Law School in New York, New York where she was a Harlen Fiske Stone Scholar and is licensed to practice law in Pennsylvania, New York, and multiple federal district, bankruptcy and appellate courts. Ms. Chadsey brings to the Board specialization and experience in environmental and municipal law as well as commercial finance, land use and contract law.

Timothy B. Fannin is a retired partner from the firm Catalano, Case, Catalano & Clark-Radzieta, LLP, Certified Public Accountants headquartered in Clearfield, Pennsylvania where he worked for 28 years. Mr. Fannin is a U.S. Army Veteran and graduated from the University of Pittsburgh with a BS in Business/Public Administration and holds an MBA from Clarion University of Pennsylvania. He holds the designations of Certified Public Accountant in the Commonwealth of Pennsylvania, and is certified in financial forensics. In addition, he was an adjunct Professor of Accounting and Finance at Pennsylvania State University from 2007 to 2009. He has been an Advisory Board Member of Northwest Bank since 1998. Mr. Fannin’s public accounting background and professional designations assist the Board in its oversight of the audit, tax, financial reporting and risk management areas.

Timothy M. Hunter has been President and Chief Executive Officer of McInnes Rolled Rings and Erie Bronze & Aluminum Company, both in Erie, Pennsylvania, since 2003. He also currently serves as Chairman of the Manufacturer and Business Association of Erie, Pennsylvania, and also serves on the Boards of the Erie Regional Chamber and Growth Partnership and the Erie Community Foundation. Mr. Hunter is a Certified Public Accountant having worked for Ernst & Young in Philadelphia, Pennsylvania, and holds a Bachelor of Science degree in Accounting from Villanova University. He has been an Advisory Board Member of Northwest Bank since 2013. Mr. Hunter has significant operations, finance and management experience in middle market manufacturing businesses combined with extensive knowledge and experience in accounting and reporting. He brings this background coupled with his considerable business and community involvement to the Board.

Dr. A. Paul King retired on July 1, 2011 from Oral Surgery of Erie, Erie, Pennsylvania, where he had been President since 1999, and was Vice President from 1974 through 1999. He was previously a Director of The Heritage Trust Company, which was acquired by Northwest Bank in 2000. Dr. King served as President of both the Erie County Dental Association and the Western Pennsylvania Society of Oral Surgeons. He is a U.S. Army Veteran and received his BA degree from Washington and Jefferson College, and his Medical degree from the

University of Pittsburgh. Dr. King’s knowledge of running a small business and the Erie, Pennsylvania business environment provide an important perspective to the Board of Directors.

William F. McKnight has been the controller for Interstate Chemical Company, Inc. in Hermitage, Pennsylvania since 2006. Prior to joining Interstate Chemical Company, Inc. he was a partner with the CPA firm McGill, Power, Bell & Associates for 30 years where he specialized in tax planning and advising. Mr. McKnight holds a Bachelor of Science in Business Administration from Drake University and is a Certified Public Accountant in the Commonwealth of Pennsylvania. He has been a member of Northwest Bank’s Meadville Advisory Board since September 2002. Mr. McKnight’s industry experience and background in tax and public accounting assist the Board in its oversight of the audit, tax, financial reporting and risk management areas.

John P. Meegan is Executive Vice President and Chief Operating Officer of Hefren-Tillotson, Inc., a Pittsburgh-based investment management firm. Prior to joining Hefren-Tillotson he held various senior level positions with both regional and national brokerage firms. Mr. Meegan previously served as a director of Prestige Bank, which was acquired by Northwest Bank in 2002. He served on Northwest Bank’s Southwest Region Advisory Board since that time, and in October 2009 he was elected to the Northwest Bank Board of Directors. Mr. Meegan is a certified public accountant, having worked for KPMG LLP in New York City, and holds a degree in Economics from Amherst College and an MBA from New York University. He also serves as Chairman of the Financial Responsibility and Uniform Practice Committees for FINRA. Mr. Meegan’s extensive knowledge of investment management matters enhances the oversight of our trust and investment activities, and his work with FINRA broadens the Board of Directors’ knowledge of the capital markets.

Dr. Richard E. McDowell is President Emeritus of the University of Pittsburgh at Bradford, Bradford, Pennsylvania. He served as President of the University from 1973 until August 2002 and during his tenure he had overall responsibility for the fiscal, academic, funding and facility management of the University’s Bradford Campus. As a member of the University of Pittsburgh’s administration, he served on numerous task forces and committees, and in a variety of University-wide capacities, including the Council of Deans. He is currently an Associate Professor who teaches courses in the departments of biology, management/entrepreneurship, and public relations. Dr. McDowell holds a BS degree from High Point University and MS and PhD. degrees from St. Louis University. Dr. McDowell brings expertise in business management, corporate governance and public relations matters.

Sonia M. Probst is the retired Chief Executive Officer of the Rouse Estate in Youngsville Pennsylvania, where she was employed for 28 years. The Rouse Estate is a campus of skilled nursing, assisted living and child day care facilities serving western Pennsylvania. In this highly regulated healthcare environment, she served as Compliance Officer and developed and oversaw the Compliance Program. In addition, she was responsible for: strategic planning; development; revenue growth; compensation and benefit structures; financial and regulatory audits; and investment management of pension, 403(b) and depreciation funds. Ms. Probst earned a BA from Lebanon Valley College and an MSW from West Virginia University. She also serves on the Warren County Chamber of Business and Industry Board of Directors and the Steering Committee for “Leadership Warren County.” Ms. Probst brings to the Board firsthand experience in managing compliance, finance and operations in a diverse, highly regulated, multiple service organization.

Philip M. Tredway has been President and Chief Executive Officer of Erie Molded Plastics, Inc., Erie, Pennsylvania since 1982. His responsibilities include management and financial reporting for the company. He serves on the Pittsburgh Region Advisory Board of the Federal Reserve Bank of Cleveland. He is also a past Chairman and Board member of the Manufacturers and Business Association of Erie, Pennsylvania and past Board member and Treasurer of the Erie Community Foundation. He holds both BA and MBA degrees in Finance from Lehigh University. Mr. Tredway has extensive knowledge of financial reporting issues and his term on the Federal Reserve Bank of Cleveland advisory board provides insight into regional economic conditions, the banking industry, and the regulatory environment.

Executive Officers who are not Directors

The principal occupation during the past five years of each of our executive officers, other than Mr. Wagner, is set forth below. All executive officers have held their present positions for five years unless otherwise stated.

William W. Harvey, Jr. has been employed by Northwest Bank since 1996 and currently serves as Senior Executive Vice President and Chief Financial Officer for Northwest Bank and Northwest Bancshares, Inc. He was formerly Executive Vice President, Finance and Chief Financial Officer. Prior to joining Northwest, Mr. Harvey served as a senior auditor and tax specialist for KPMG LLP in Pittsburgh, Pennsylvania. Mr. Harvey is a Certified Public Accountant in the Commonwealth of Pennsylvania and holds a BS degree in accounting from the Indiana University of Pennsylvania.

Steven G. Fisher has been employed by Northwest Bank since 1983, most recently as Senior Executive Vice President and Chief Revenue Officer for Northwest Bank and Northwest Bancshares, Inc. He was formerly Executive Vice President of the Banking Services Group and prior to that Senior Vice President of Operations of Northwest Bank. Mr. Fisher holds a BS degree in Business Administration from West Virginia Wesleyan College and is a graduate of the Graduate School of Banking at the University of Wisconsin-Madison.

Michael G. Smelko has been employed by Northwest Bank since 1997, most recently as Executive Vice President and Chief Credit Officer. He was formerly Senior Vice President of the Retail Lending Division of Northwest Bank. Prior to joining Northwest Bank, Mr. Smelko was employed by Mellon Bank in Pittsburgh, Pennsylvania. Mr. Smelko holds a BS degree in Business from Pennsylvania State University and is a graduate of the Graduate School of Banking at the University of Wisconsin-Madison.

David E. Westerburg has been employed by Northwest Bank since 2000, most recently as Executive Vice President and Chief Operations Officer of Northwest Bank and Northwest Bancshares, Inc. He was formerly Senior Vice President, Operations and Chief Marketing Officer. Prior to joining Northwest Bank, Mr. Westerburg held operations, retail and marketing management positions with Integra Bank and Mahoning National Bank. Mr. Westerburg holds an Associate’s degree in Business from Bryant & Stratton College in Buffalo, New York.

Board Independence

The Board of Directors has determined that Directors Chadsey, Fannin, King, McDowell, McKnight, Meegan, Probst and Tredway are, and nominee Hunter will be, “independent” within the meaning of the Nasdaq corporate governance listing standards. Mr. Wagner is not independent by virtue of being an employee of Northwest Bank. Mr. Tredway serves as the Lead Director. In this capacity, Mr. Tredway chairs the meetings of the independent directors and other meetings of the Board when the Chairman is excused or absent. Mr. Tredway also acts as liaison between the Chairman and the independent directors.

In determining the independence of the directors and the nominees listed above, the Board of Directors reviewed the following transactions, none of which are required to be reported under “—Transactions With Certain Related Persons,” below. Each of the following products or services are with Northwest Bank. Director McKnight has a residential mortgage loan. Director McDowell has a home equity line of credit and a credit card. Director King has a home equity line of credit. Director Fannin has an unsecured line of credit. The accounting firm Catalano, Case, Catalano & Clark-Radzieta, LLP, where Director Fannin was a partner as of December 31, 2014, has a commercial fixed-rate line of credit. Director Tredway has a credit card. Director Chadsey has a residential mortgage loan and a home equity line of credit, and Kavinoky Cook, LLP, where she is a law partner, has a commercial line of credit. Kavinoky Cook, LLP also received legal fees from Northwest Bank, directly and indirectly, during the year ended December 31, 2014. Additional loans (including mortgage loans, lines of credit, credit cards and automobile loans) have been made to related persons of Directors Chadsey, King, McDowell, McKnight and Tredway and nominee Hunter.

Board Leadership Structure and Oversight

The Board of Directors currently combines the role of Chairman of the Board with the role of Chief Executive Officer, coupled with a lead director position to further strengthen the governance structure. The Board believes this provides an efficient and effective leadership model. Combining the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. To assure effective independent oversight, the board has adopted a number of governance practices, including:

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a strong, independent, clearly-defined lead director role;

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periodic meetings of the independent directors; and

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annual performance evaluations of the Chairman and Chief Executive Officer by the independent directors.

The board recognizes that, depending on the circumstances, other leadership models, such as a separate independent chairman of the board, might be appropriate. Accordingly, the board periodically reviews its leadership structure.

A key responsibility of the Chief Executive Officer and the board is ensuring that an effective process is in place to provide continuity of leadership over the long term at all levels in our company. Each year, succession planning reviews are held at every significant organizational level of our company, culminating in a full review of senior leadership talent by the independent directors. During this review, the Chief Executive Officer and the independent directors discuss future candidates for senior leadership positions, succession timing for those positions, and development plans for the highest-quality candidates. This process ensures continuity of leadership over the long term, and it forms the basis on which we make ongoing leadership assignments. It is a key success factor in managing the long-term planning and investment lead times of our business.

In addition, the Chief Executive Officer maintains in place at all times, and reviews with the independent directors, a confidential plan for the timely and efficient transfer of his responsibilities in the event of an emergency or his sudden incapacitation or departure.

The Board of Directors is actively involved in oversight of risks that could affect Northwest Bancshares, Inc. This oversight is conducted primarily through committees of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board has designated a Risk Management Committee, consisting of all independent directors, to meet quarterly for the specific purpose of evaluating our exposure to all risks specifically identified in banking regulations: credit, interest rate, strategic/capital, market price, liquidity, operational, business resumption, compliance/legal/regulatory, foreign exchange and reputation. The Risk Management Committee reports are prepared and presented by our Chief Risk Officer. The Board of Directors also satisfies this responsibility through reports to the Board of Directors by the committee chair of all board committees regarding the committees’ considerations and actions, through review of minutes of committee meetings and through regular reports directly from officers responsible for oversight of particular risks within Northwest Bancshares, Inc. Risks relating to the direct operations of Northwest Bank are further overseen by the Board of Directors of Northwest Bank, which generally consists of the same individuals who serve on the Board of Directors of Northwest Bancshares, Inc. The Board of Directors of Northwest Bank also has additional committees that conduct risk oversight, and such committees typically meet jointly with the committees of Northwest Bancshares, Inc. All committees are responsible for the establishment of policies that guide management and staff in the day-to-day operation of Northwest Bancshares, Inc. and Northwest Bank such as lending, risk management, asset/liability management, investment management and others.

Meetings and Committees of the Board of Directors

The business of Northwest Bancshares, Inc. is conducted at regular and special meetings of the full Board and its standing committees. In addition, our independent directors meet in executive sessions. The standing committees consist of the Executive, Audit, Compensation, Compliance, Nominating, Risk Management,

Governance and Trust Committees. Mr. Wagner, our Chairman of the Board, President and Chief Executive Officer, is a member of the Executive and Trust Committees. During the year ended December 31, 2014, the Board of Directors of Northwest Bancshares, Inc. met at 12 regular meetings and one special meeting. No member of the Board or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees of the Board on which he or she served (during the periods that he or she served).

The following table sets forth the members of our Compensation, Audit and Nominating Committees.

Director	Compensation Committee	Audit Committee	Nominating Committee
Deborah J. Chadsey
Timothy B. Fannin	X	X	X
A. Paul King	X	X	X*
Richard E. McDowell	X	X	X
William F. McKnight	X	X	X
John P. Meegan	X	X*	X
Sonia M. Probst	X*	X	X
Philip M. Tredway	X	X

* Denotes Chairperson.

The duties and responsibilities of the Compensation, Audit and Nominating Committees are as follows.

Compensation Committee. Each member of the Compensation Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange Commission Rule 10C-1. Such committee members also must not receive, directly or indirectly, fees in excess of $10,000 per year from us other than fees for service as a director. The Compensation Committee meets at least quarterly, or more frequently if necessary. Our Governance Committee has adopted a written charter for the Compensation Committee, which is available on our website at http://www.northwestsavingsbank.com. The Compensation Committee of Northwest Bancshares, Inc. met four times during the year ended December 31, 2014. The purpose of the Compensation Committee is to, among other things, evaluate:

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the compensation of the executive officers, other senior officers and employees, including oversight of base salary, cash incentive compensation, equity-based awards and other benefits and perquisites; and

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the performance of the Chief Executive Officer on an annual basis and approve the base salary, cash incentive bonus, equity-based incentive awards and other compensation of the Chief Executive Officer.

In furtherance of these objectives, the Compensation Committee is responsible, among others, for:

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approving the corporate compensation philosophy, including overseeing and monitoring the executive compensation policies, plans and programs for such officers to ensure that they are consistent with the compensation philosophy and the long-term interests of our stockholders;

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reviewing and, if appropriate, amending and approving management’s recommendations for compensation issues such as salary ranges, annual merit increases, annual bonuses and long-term incentive plans, including equity-based compensation programs such as stock options and restricted stock awards;

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annually reviewing the Chief Executive Officer’s evaluation of the performance of the senior executives who report directly to the Chief Executive Officer in connection with its overall review of executive compensation;

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evaluating, reviewing and approving the execution of employment and change in control agreements for senior management and reviewing the annual renewal of such agreements;

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reviewing and approving all employee benefit plans, including retirement plans and health insurance;

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at least annually, in consultation with the Chief Executive Officer, reviewing succession planning and management development activities and strategies regarding the Chief Executive Officer and other members of senior management;

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annually issuing the Compensation Committee Report, which is included in our annual proxy statement; and

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annually reviewing Management’s Annual Risk Review Analysis of our compensation practices.

The Compensation Committee has available to it the resources and authority necessary to properly discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants. The Compensation Committee, in performing these duties and responsibilities with respect to director and executive officer compensation, relies on the assistance of professionals within our Human Resources Department. Although the Human Resources Department utilizes survey information provided by compensation consultants in recommending compensation levels, the Compensation Committee has not directly utilized compensation consultants in determining director or executive officer compensation.

Audit Committee. Each member of the Audit Committee is “independent” as defined in the Nasdaq corporate governance listing standards and under Securities and Exchange Commission Rule 10A-3. The Board of Directors has determined that each of Messrs. Fannin, McKnight and Meegan qualifies as an “audit committee financial expert” as that term is used in the rules and regulations of the Securities and Exchange Commission. Information with respect to the experience of Messrs. Fannin, McKnight and Meegan is included in “—Directors.” Our Governance Committee has adopted a written charter for the Audit Committee, which is available on our website at http://www.northwestsavingsbank.com. The Audit Committee of Northwest Bancshares, Inc. met five times during the year ended December 31, 2014.

The duties and responsibilities of the Audit Committee include, among other things:

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retaining, overseeing and evaluating an independent registered public accounting firm to audit our annual financial statements;

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overseeing our external financial reporting processes;

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approving all engagements for audit and non-audit services by the independent registered public accounting firm;

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reviewing the audited financial statements with management and the independent registered public accounting firm;

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considering whether certain relationships with the independent registered public accounting firm and services not related to the annual audit and quarterly reviews is consistent with maintaining the independent registered public accounting firm’s independence;

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overseeing the activities of the internal audit staff and reviewing management’s administration of the system of internal accounting controls;

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engaging a third-party provider of internal audit services and determining that the provider has adequate expertise to fulfill its duties; and

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conducting an annual performance evaluation of the Committee and annually reviewing the adequacy of its charter.

Nominating Committee. The Nominating Committee Charter provides that the Nominating Committee will consist of all independent directors not subject to reelection at the next annual meeting of stockholders. Each member of the Nominating Committee is considered “independent” as defined in the Nasdaq corporate governance listing standards. Such committee members also must not receive, directly or indirectly, fees in excess of $10,000 per year from us other than fees for service as a director. Our Governance Committee has adopted a written charter for the Nominating Committee, which is available on our website at http://www.northwestsavingsbank.com. The Nominating Committee of Northwest Bancshares, Inc. met once during the year ended December 31, 2014.

The functions of the Nominating Committee include the following:

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leading the search for individuals qualified to become members of the Board and selecting director nominees to be presented for stockholder approval;

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developing and recommending to the Board of Directors other specific criteria for the selection of individuals to be considered for election or re-election to the Board of Directors;

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adopting procedures for the submission of recommendations by stockholders for nominees for the Board of Directors; and

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conducting an annual performance evaluation of the Committee and annually reviewing the adequacy of its charter and recommending any proposed changes to the Board of Directors.

The Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. In addition, the Committee is authorized by its charter to engage a third party to assist in the identification of director nominees, if it chooses to do so. The Nominating Committee would seek to identify a candidate who, at a minimum, satisfies the following criteria:

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the highest personal and professional ethics and integrity and whose values are compatible with our values;

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experience and achievements that have given them the ability to exercise and develop good business judgment;

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a willingness to devote the necessary time to the work of the Board and its committees, which includes being available for Board and committee meetings;

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a familiarity with the communities in which we operate and/or is actively engaged in community activities;

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involvement in other activities or interests that do not create a conflict with their responsibilities to Northwest Bancshares, Inc. and its stockholders; and

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the capacity and desire to represent the balanced, best interests of our stockholders as a group, and not primarily a special interest group or constituency.

The Board seeks independent directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The board is particularly interested in maintaining a mix that includes active or retired business professionals and senior executives, particularly those with experience in management, operations, finance, accounting, banking, risk management, compliance, or marketing and sales. As part of its periodic self-assessment process, the Board discusses the diversity of specific skills and characteristics necessary for the optimal functioning of the Board in its oversight of Northwest Bancshares, Inc. over both the short and long term. The Nominating Committee then gives consideration to these specific skill areas or experiences when considering candidates for nomination. Specific qualities or experiences could include matters such as experience in our industry, financial or technological expertise, leadership experience and relevant geographical experience. The effectiveness of the Board’s diverse mix of skills and experiences is considered as part of each Board self-assessment.

In addition to meeting these qualifications, a person is not qualified to serve as a director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year; (2) is a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal; or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

The Nominating Committee will also take into account whether a candidate satisfies the criteria for “independence” under the Nasdaq corporate governance listing standards. We have not adopted stock ownership guidelines at this time, although we analyze such guidelines as they relate to “best practices” for corporate governance, and we may adopt such guidelines in the future.

Although the Board of Directors has not established a specific policy setting forth governance guidelines, the Board of Directors believes that its members are subject to many of the same requirements that would be set forth in such guidelines. These requirements are included in its Code of Ethics and the Nominating Committee Charter and other committee charters. In addition, directors are required to have ongoing education, and the Board of Directors reviews director compensation to confirm the reasonableness of such compensation.

Procedures for the Recommendation of Director Nominees by Stockholders. The Nominating Committee has adopted procedures for the submission of recommendations for director nominees by stockholders. There have been no material changes to these procedures since they were previously disclosed in Northwest Bancshares, Inc.’s proxy statement for the 2014 Annual Meeting of Stockholders. If a determination is made that an additional candidate is needed for the Board of Directors, the Nominating Committee will consider candidates submitted by our stockholders. Stockholders can submit the names of qualified candidates for Director by writing to us at 100 Liberty Street, P.O. Box 128, Warren, Pennsylvania 16365, Attention: Corporate Secretary. The Corporate Secretary must receive a submission not less than 180 days prior to the anniversary date of our proxy materials for the preceding year’s annual meeting, which, for the 2016 Annual Meeting of Stockholders, is no later than September 6, 2015.

The submission must include the following information:

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a statement that the writer is a stockholder and is proposing a candidate for consideration by the Committee;

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the name and address of the stockholder as they appear on our books, and number of shares of our common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required);

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the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided);

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a statement of the candidate’s business and educational experience;

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such other information regarding the candidate as would be required to be included in the proxy statement pursuant to Securities and Exchange Commission Regulation 14A;

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a statement detailing any relationship between the candidate and any customer, supplier or competitor of Northwest Bancshares, Inc. or its affiliates;

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detailed information about any relationship or understanding between the proposing stockholder and the candidate;

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a statement of the candidate that the candidate is willing to be considered and willing to serve as a director if nominated and elected; and

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A statement that the candidate is not: (1) under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year; (2) a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust that order is final and not subject to appeal; or (3) a person who has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

A nomination submitted by a stockholder for presentation by the stockholder at an annual meeting of stockholders must comply with the procedural and informational requirements described in our Bylaws.

Stockholder Communications with the Board. A stockholder of Northwest Bancshares, Inc. who wants to communicate with the Board of Directors or with any individual director can write to: Board of Directors, Northwest Bancshares, Inc., 100 Liberty Street, P.O. Box 128, Warren, Pennsylvania 16365, Attention: Corporate Secretary. The letter should indicate that the author is a stockholder of Northwest Bancshares, Inc. and, if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Corporate Secretary will:

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forward the communication to the director or directors to whom it is addressed; or

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attempt to handle the inquiry directly, or forward the communication for response by another employee of Northwest Bancshares, Inc. For example, a request for information about us on a stock-related matter may be forwarded to our stockholder relations officer; or

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not forward the communication if it is primarily commercial in nature or relates to an improper or irrelevant topic.

The Corporate Secretary will prepare a general summary of those communications that were not forwarded and provide a summary of activity to the Board of Directors each quarter.

Attendance at Annual Meetings of Stockholders

Although we do not have a formal written policy regarding director attendance at annual meetings of stockholders, it is expected that directors will attend these meetings absent unavoidable scheduling conflicts. All of our then-current directors attended our prior year’s annual meeting of stockholders.

Codes of Ethics

We have adopted a Code of Ethics that is applicable to our directors, officers and employees, including a Code of Ethics for Senior Financial Officers attached thereto. The Code of Ethics is available on our website at http://www.northwestsavingsbank.com. Amendments to and waivers from the Code of Ethics with respect to directors and executive officers will also be disclosed on our website.

Audit Committee Report

The Audit Committee has issued a report that states as follows:

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we have reviewed and discussed with management and the independent registered public accounting firm our audited consolidated financial statements for the year ended December 31, 2014;

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we have discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16; and

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we have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and have discussed with the independent registered public accounting firm their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2014 for filing with the Securities and Exchange Commission.

This report has been provided by the Audit Committee, which consists of Directors, Meegan (Chairperson), Fannin, King, McDowell, McKnight, Probst and Tredway.

Section 16(a) Beneficial Ownership Reporting Compliance

Our common stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. The officers and directors of Northwest Bancshares, Inc. and beneficial owners of greater than 10% of our shares of common stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5 with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership. Securities and Exchange Commission rules require disclosure in our Proxy Statement and Annual Report on Form 10-K of the failure of an officer, director or 10% beneficial owner of the shares of common stock to file a Form 3, 4 or 5 on a timely basis. Based on our review of such ownership reports, we believe that no officer, director or 10% beneficial owner of Northwest Bancshares, Inc. failed to file such ownership reports on a timely basis for the year ended December 31, 2014.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee determines the salaries to be paid each year to the Chief Executive Officer and those executive officers who report directly to the Chief Executive Officer. The Compensation Committee currently consists of Directors Probst, who serves as Chairperson, Fannin, King, McDowell, McKnight, Meegan and Tredway. None of these individuals was an officer or employee of Northwest Bancshares, Inc. during the year ended December 31, 2014, or is a former officer of Northwest Bancshares, Inc. Except as described below for Director Probst, none of the members of the Compensation Committee had any relationship requiring disclosure under “—Transactions with Certain Related Persons.”

The following table sets forth information with respect to a loan made by Northwest Bank to Director Probst, pursuant to which Director Probst received an interest rate discount available to employees of Northwest

Bank, as described in “—Transactions with Certain Related Persons.” This loan has otherwise been made in the ordinary course of business, on substantially the same terms, including collateral, as those prevailing at the time for comparable loans with persons not related to Northwest Bank, and does not involve more than the normal risk of collectibility or present other unfavorable features.

Name		Position		Nature Of Transaction		Largest Aggregate Balance over Disclosure Period			Interest Rate		Principal Balance 12/31/14			Principal Paid 01/01/14 to 12/31/14			Interest Paid 01/01/14 to 12/31/14
Sonia M. Probst		Director		Bridge loan		$	150,000		4.75	%	$	150,000		$	—		$	—

During the year ended December 31, 2014, (i) no executive officer of Northwest Bancshares, Inc. served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee of Northwest Bancshares, Inc.; (ii) no executive officer of Northwest Bancshares, Inc. served as a director of another entity, one of whose executive officers served on the Compensation Committee of Northwest Bancshares, Inc.; and (iii) no executive officer of Northwest Bancshares, Inc. served as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of Northwest Bancshares, Inc.

Compensation Committee Report

The Compensation Committee has issued a report that states that it has reviewed and discussed the section entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the “Compensation Discussion and Analysis” be included in our Proxy Statement.

This report has been provided by the Compensation Committee, which consists of Directors Probst (Chairperson), Fannin, King, McDowell, McKnight, Meegan and Tredway.

Compensation Discussion and Analysis

Executive Summary. As discussed in greater detail below, our compensation program is specifically designed to provide executives with competitive compensation packages that include elements of both reward and retention. The Compensation Committee routinely reviews our compensation practices to remain market competitive and to ensure that these practices are aligned with our compensation philosophy, regulatory requirements and evolving best practices. Key highlights of our program include:

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All members of the Compensation Committee and all of the Committee’s compensation advisers are independent, which ensures that all aspects of the compensation decision-making process is free from conflicts of interest;

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We have adopted a clawback policy for bonuses paid to “Named Executive Officers” (as defined in “Executive Compensation”) under our Management Bonus Plan, which mitigates risk-taking behavior;

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The Compensation Committee has reviewed all incentive compensation programs with respect to risk-taking behavior, which ensures that the safety and soundness of Northwest Bancshares, Inc. is paramount to all compensation incentives;

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A meaningful portion of our Named Executive Officers’ compensation is in the form of short and long-term performance-based pay, which reinforces our pay-for-performance philosophy;

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Compensation packages for Named Executive Officers include an appropriate mix of fixed and variable pay, which provides executives with both reward and retention incentives; and

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We have limited perquisites.

Compensation Philosophy. The Compensation Committee has the responsibility for establishing, implementing and monitoring adherence with our overall employee compensation philosophy. The Compensation Committee’s goal is to ensure that the total compensation paid to all employees, including executive officers, is fair, reasonable and competitive. In this regard, the Compensation Committee has adopted a framework for our compensation program that is intended to:

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provide a total compensation program that is aligned with the interests of our stockholders;

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attract and retain talent needed to successfully perform in a competitive market;

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assist in balancing the competing needs of external competitiveness, internal consistency, organizational economics, management flexibility, ease of understanding and simplicity of administration;

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ensure all employees (including executive officers) receive rewards based on performance and value added to the organization in an environment built on shared leadership; and

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use long-term equity programs to motivate and reward performance that increases our market value over time, align senior management interests with the organization’s strategic business objectives and provide a retention incentive.

At least four times a year, the Compensation Committee meets to review various aspects of our programs with the assistance of our Chief Human Resources Officer. These reviews are intended to assure:

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the framework for executive officer compensation supports our business strategy and corporate compensation philosophy;

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the overall compensation package, including the mix of base salary, annual cash bonuses, equity awards and benefits is competitive; and

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the overall program is aligned with stockholders’ interests.

Senior management cash compensation is calculated from competitive peer group information to determine base salary and annual cash bonus levels. Cash compensation levels for all positions are established with a goal that the total cash compensation paid for a position will approximate the market median (50th percentile) for fully qualified and experienced employees. See “—Market Comparisons.” Market cash compensation is developed using national and/or regional financial industry data for executives and other management employees, and national, as well as regional and/or local pay practices for other employees. Based on the work location, a salary differential may be used if dictated by the local market.

Compensation Program. Compensation paid to our executive officers for 2014 consisted of performance-based salary, annual cash bonuses, stock option awards and restricted stock awards. An annual cash bonus may be paid to management personnel and is directly related to our performance, with consideration given to our return on average equity, return on average tangible equity, return on average assets, growth in earnings per share, retail deposit growth as well as the performance of the individual employee. In addition, with the Compensation Committee’s approval, substantially all employees, including executive officers, can receive a discretionary holiday bonus ranging from 2% of base compensation for employees with three or more months of service to 5% of base compensation for those with five or more years of service. Additionally, stock benefit awards are granted to motivate and reward individual performance that increases the long-term value of our franchise and provide a retention incentive for key employees. Approximately 300, or 13%, of our employees receive these stock benefit

awards. Executive officers participate in the same employee benefit programs generally available to all employees. In addition, Messrs. Wagner, Harvey and Fisher participate in a supplemental retirement plan and a senior management life insurance plan.

Please refer to the “Summary Compensation Table” for compensation information regarding these benefits for 2014. These benefits are aligned with our objective to attract and retain highly qualified management talent for the benefit of all of our stockholders and are considered by the Compensation Committee to be reasonable when compared to industry averages.

Market Comparisons. In determining Named Executive Officer compensation, we use market information which is supported by survey data from McLagan, as well as a peer group. We establish compensation targets for substantially all of our employees so that their total cash compensation opportunity would approximate the market median (50th percentile) for fully qualified and experienced employees. For the year ended December 31, 2014, we used financial services survey data from McLagan, a nationally recognized compensation consulting firm, in reviewing compensation for substantially all employees, including executive officers. Three additional surveys, prepared by nationally recognized firms Compdata, Crowe Horwath and IOMA, were used to corroborate the findings from the McLagan survey, but were not used to provide benchmarks with respect to Named Executive Officer compensation.

McLagan, a nationally recognized compensation consulting firm, was utilized by Northwest Bancshares, Inc. based on their comprehensive set of reports within the financial services industry. McLagan provides complete compensation coverage for each job position in the financial services industry by extensive analysis of salaries, incentive eligible positions, incentive amounts with regard to base salaries, and total cash compensation. In addition, analysis by company size and geographic location is performed and categorized by jobs based on levels of responsibility and experience.

The McLagan survey data is based on the following group of companies primarily in the financial services industry. We do not select the companies used by McLagan. Instead, these are the companies that respond to McLagan as part of their survey.

AgStar Financial Services	Enterprise Financial Services Corp.	Opus Bank
American Savings Bank	First Commonwealth Bank	Pinnacle Financial Partners, Inc.
American West Bank	First Financial Bancorp	Renasant Corporation
Bancorp, Inc.	First Interstate BancSystem, Inc.	S&T Bancorp, Inc.
Beneficial Mutual Bancorp, Inc.	First National Bank Alaska	Salem Five Cents Savings Bank
Bethpage Federal Credit Union	First NBC Bank	Sandy Spring Bank
Boston Private Financial Holdings, Inc.	First Technology Federal Credit Union	South State Bank
Central Pacific Bank	Flushing Financial Corporation	StellarOne Bank
City Holding Company	Great Southern Bank	Sterling National Bank
Cole Taylor Bank	Johnson Financial Group, Inc.	Sun National Bank
Columbia Bank MHC	Lakeland Bank	Tompkins Trust Company
Columbia Banking System, Inc.	Liberty Bank	Union First Market Bank
Community Bank System, Inc.	Luther Burbank Savings	ViewPoint Financial Group
Community Trust Bancorp, Inc.	Mechanics Bank	VyStar Credit Union
Community Trust Financial Corporation	National Bank Holdings Corporation	Washington Trust Bank
CVB Financial Corporation	Northwest Bancshares, Inc.	Washington Trust Company of Westerly
EagleBank	Ocean Bank	Wings Financial Credit Union

We also used the following peer group in determining market compensation for our executive officers:

First Commonwealth Financial Corporation

F.N.B. Corporation

Fulton Financial Corporation

National Penn Bancshares, Inc.

S&T Bancorp, Inc.

Susquehanna Bancshares, Inc.

Community Bank Systems, Inc.

The peer group of institutions was selected due to the entities being of like size and operating in similar markets to Northwest Bancshares, Inc.

Base Salary. Substantially all employees receive base salaries determined by the responsibilities, skills, performance, growth and relative experience related to their respective positions. Another factor considered in base salary determination is our competitiveness of total compensation within our markets. It is our goal for fully qualified and experienced employees’ total cash compensation to reach the market median (50th percentile) for their position. Specifically, base salaries range between 80% and 120% of the established midpoint (market median) of a salary range. Base salaries above target (midpoint of the salary range) will be limited to those whose performance is “distinguished” or “commendable,” which are the top two of four performance categories (“distinguished,” “commendable,” “good” and “needs improvement”). Employees are eligible for consideration of increases to their base salary as a result of individual performance and salary adjustments for significant changes in their duties and responsibilities. Base salaries are adjusted using a merit increase system and a performance evaluation process that consists of general rating factors. Merit increases are based on the employee’s overall performance rating by considering their salary relative to the midpoint, the time interval since the last increase and any added responsibilities since the last salary increase. The Compensation Committee of the Board of Directors reviews and approves any salary increases for executive officers.

The market median for our Named Executive Officers’ base salaries for the year ended December 31, 2014, and their actual base salaries, were as follows:

Executive Officer	Market Median		Actual Base Salary
William J. Wagner	$	728,700	$	628,175
William W. Harvey, Jr.	$	339,950	$	329,075
Steven G. Fisher	$	339,950	$	329,075
Gregory C. LaRocca	$	255,400	$	274,200
Timothy A. Huber	$	280,950	$	244,550
Michael G. Smelko	$	211,100	$	203,475
David E. Westerburg	$	232,200	$	212,700

Increases in base salaries for our Named Executive Officers were based upon their position within their salary range and receiving the following performance ratings, which were the latest ratings available at the time base salaries were determined: Mr. Wagner - distinguished; Mr. Harvey - distinguished; Mr. LaRocca - distinguished; Mr. Fisher - distinguished; Mr. Huber – commendable; Mr. Smelko – distinguished; and Mr. Westerburg – distinguished.

Annual Cash Incentive. We provide performance-based cash incentive awards to over 475 eligible management personnel, including executive officers, under the Management Bonus Plan. Cash incentives are used to motivate and reward achievement of corporate and individual performance objectives, while allowing for control of discretionary compensation expenses. Funding for the Management Bonus Plan is based on an assessment of our actual performance relative to the Compensation Committee’s pre-established financial performance levels based on a combination of financial factors. For the year ended December 31, 2014, these factors were: return on average assets, return on average equity, return on average tangible equity, growth in earnings per share and retail deposit growth. After the conclusion of the fiscal year, the Chief Executive Officer may suggest that the Compensation Committee consider additional adjustments to discretionary cash incentive awards that fall in line with the long-term advancement of our strategic initiatives. Furthermore, in a business environment where people make the difference, we may consider industry trends for recruitment and retention in determining the level of cash incentives for our professional personnel.

The Management Bonus Plan sets forth five levels of corporate performance targets, with the lowest level (Level 1) resulting in cash incentive payments to the Named Executive Officers in amounts ranging from no bonus to 10% of base salary, and the highest level (Level 5) resulting in cash incentive payments up to 30% of base salary. The performance targets for Levels 1, 3 and 5, which could result in maximum cash incentive payments of 10%, 20% and 30% of base salary, respectively, are as follows:

	Bonus Level Under Management Bonus Plan
	Level 1 (10% of Base Salary)	Level 3 (20% of Base Salary)	Level 5 (30% of Base Salary)
Performance Measure
Return on Average Assets	0.70% to 0.79%	0.90% to 0.99%	Greater than 1.09%
Return on Average Equity	5.00% to 6.99%	9.00% to 9.99%	Greater than 10.99%
Return on Average Tangible Equity	6.00% to 7.99%	10.00% to 11.99%	Greater than 12.99%
Percentage Growth in Earnings Per Share	8.00% to 8.99%	10.00% to 10.99%	Greater than 11.99%
Retail Deposit Growth	1.00% to 1.99%	3.00% to 3.99%	Greater than 4.99%

The target level for bonuses for our Named Executive Officers for the year ended December 31, 2014 (level 3 in the table above), and their actual bonuses, were as follows.

Executive Officer	Target Bonus (Level 3)		Actual Bonus (Level 1)
William J. Wagner	$	125,600	$	62,800
William W. Harvey, Jr.	$	65,800	$	32,900
Steven G. Fisher	$	65,800	$	32,900
Gregory C. LaRocca	$	42,600	$	22,850
Timothy A. Huber	$	39,128	$	19,564
Michael G. Smelko	$	40,600	$	20,300
David E. Westerburg	$	42,500	$	21,300

The Compensation Committee has discretion under the Management Bonus Plan to make adjustments to the overall performance level achieved to include or exclude the effect of extraordinary, unusual or non-recurring items, changes in tax or accounting rules or the effect of mergers or acquisitions. For the year ended December 31, 2014 the Compensation Committee excluded a $2.9 million gain, after tax, on the sale of equity securities when determining the results of the performance measures.

For 2014, operating results (actual results and adjusted for the above-noted items) were as follows:

	Actual Result			Level		Adjusted Result			Level
Performance Measure
Return on Average Assets		0.79	%		1		0.75	%		1
Return on Average Equity		5.69	%		1		5.42	%		1
Return on Average Tangible Equity		6.80	%		1		6.47	%		1
Percentage Growth in Earnings Per Share		(6.85	)%		—		(7.25	)%		—
Retail Deposit Growth		3.82	%		3		3.82	%		3

Based on the performance measurements reviewed, without assigning any specific weightings to any one factor, the Compensation Committee determined, on a discretionary basis, that the management bonus should be paid at Level 1 (maximum of 10% of base salary) for all Named Executive Officers.

As a condition to receiving an annual performance-based cash incentive award, our executive officers agree that any award is subject to recovery by us if the executive’s actions during that fiscal year that resulted in payment of the award are deemed by the Board of Directors to be illegal, unsafe or unsound or resulted in an elevated risk profile beyond the tolerances established by the Board of Directors.

Long-Term Stock-Based Compensation. The purpose of our 2008 Stock Option Plan and 2011 Equity Incentive Plan is to advance the interests of Northwest Bancshares, Inc. and its stockholders by providing management and outside directors, upon whose judgment, initiative and efforts the success of our business largely depends, with an additional incentive to perform in a superior manner. The plans were designed to reward seniority as well as longevity and to attract and retain people of experience and ability.

Each of our stock benefit plans was approved by stockholders. The intention of the Compensation Committee with respect to the 2008 Stock Option Plan and 2011 Equity Incentive Plan is to distribute a total of approximately 8,800,000 stock options (split-adjusted) and approximately 2,800,000 shares of restricted stock to key employees and directors, with all grants based upon the level of responsibility and performance levels of those eligible. The Compensation Committee determines which executives will receive stock awards as well as type, size and restrictions on the awards.

In 2014, 592,550 stock options and 272,630 shares of restricted stock were granted under the 2011 plan. These awards vest over ten years. Under the 2008 plan there are 398,403 stock options available for grant. Under the 2011 plan, 4,515,076 stock options and 872,263 shares of restricted stock remain available for grant. It is the intention of the Compensation Committee that, under the 2011 plan, the total restricted stock awards should be distributed over a minimum of five years and the total stock option awards should be distributed over a minimum of eight years. We do not require a minimum holding period for restricted stock awards or shares received upon the exercise of stock options.

Grants of stock awards to an individual are based primarily on the individual’s level of responsibility and their performance. Individual performance is evaluated using certain general elements applicable to all employees, including problem solving, communication, leadership and teamwork, as well as job specific elements. Job specific elements for measuring the individual performance of our Named Executive Officers include the individual’s contributions to our operations and performance in the following areas: Mr. Wagner – strategic and operational considerations and profitability; Mr. Fisher – strategic, tactical and administrative considerations and profitability; Mr. Harvey – strategic, financial records/reporting and administrative considerations, profitability and facilities; Mr. Smelko – strategic, credit administration, loan review, appraising, collections and loan workout, administrative considerations and profitability; and Mr. Westerburg – strategic, operations, delivery channels, marketing, administration considerations and profitability. These performance measures are not quantitative or otherwise measurable targets. Rather, stock award grants are based on the named executive officer’s overall performance, which factors in how the officer performed in their areas of responsibility. The same rating system that is used for base salary increases is used to determine grants of stock awards. For the year ended December 31, 2014, each Named Executive Officer was granted awards under our 2011 Equity Incentive Plan based upon their “distinguished” individual performance ratings.

During the year ended December 31, 2014, under the 2011 Equity Incentive Plan, the Compensation Committee granted stock options and shares of restricted stock to employees, with different amounts given for different levels of responsibility within our organization and different performance ratings, based upon the employee’s most recent performance review. However, the amounts of stock options and shares of restricted stock that could be received were not determined prior to the beginning of the applicable performance evaluation period. The Chief Executive Officer was awarded 24,000 stock options and 11,250 restricted shares as a result of a “distinguished” performance rating. Similarly, Mr. Harvey and Mr. Fisher were each awarded 14,400 stock options and 6,750 restricted shares as a result of “distinguished” performance ratings, and Mr. LaRocca and Mr. Huber were each awarded 9,980 stock options and 4,680 restricted shares as a result of “distinguished” performance ratings. Mr. Smelko was awarded 12,480 stock options and 5,850 restricted shares as a result of a “distinguished” performance rating, and Mr. Westerburg was awarded 8,925 stock options and 4,040 restricted shares as a result of a “distinguished” performance rating. The Compensation Committee would have granted to the Named Executive Officers 50% fewer awards for a “commendable” rating and no awards had any of these individuals received lower performance ratings.

Employment Agreements/Change in Control Agreements. We have entered into employment agreements with Named Executive Officers Wagner, Harvey and Fisher and change in control agreements with certain executive officers, including Named Executive Officers Smelko and Westerburg. These agreements are designed to give us the ability to retain the services of the designated executives while reducing, to the extent possible, unnecessary disruptions to our operations. The employment agreements are for a two-year period and the Change in Control Agreements are for a one-year period. The agreements are reviewed for renewal annually by the Compensation Committee and provide for salary and bonus payments as well as additional post-employment benefits, primarily medical and dental benefits, under certain conditions, as defined in the agreements. The agreements were negotiated directly with and recommended for approval by, the Compensation Committee. The Compensation Committee believes such agreements are common and necessary to retain executive talent. For a discussion of these agreements and the payments that would be received by the Named Executive Officers under certain scenarios with respect to these agreements, see “Employment Agreements/Change in Control Agreements” and “Potential Payments to Named Executive Officers.”

Retirement Plans. Substantially, all of our employees, including our Named Executive Officers, are eligible to participate in our tax-qualified defined benefit plan, which is intended to provide an annual retirement

benefit. See “Defined Benefit Plan.” We have also adopted a non-qualified supplemental executive retirement plan for the benefit of those individuals whose benefits under the defined benefit plan are limited by restrictions contained in the Internal Revenue Code. See “—Supplemental Executive Retirement Plan.” All of our employees who have attained age 21 are eligible to participate in our 401(k) plan. However, one year of service and a 1,000 hour eligibility requirement must be met before becoming eligible for the company match, which is made in Northwest Bancshares, Inc. stock. Employees may elect to diversify employer contributed matching funds in other investment options. We provide matching contributions equal to 50% of an eligible employee’s (an employee with one year of continuous service) 401(k) plan contributions, up to 3% of the employee’s eligible compensation. Substantially, all of our employees who have attained age 21 and have completed 12 months of service during which they have worked at least 1,000 hours are also eligible to participate in our tax-qualified Employee Stock Ownership Plan (“ESOP”).

Tax and Accounting Implications. In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and on an annual basis to ensure that we understand the financial impact of the program. Our analysis includes a detailed review of recently adopted and pending changes in tax and accounting requirements. As part of our review, we consider modifications and/or alternatives to existing programs to take advantage of favorable changes in the tax or accounting environment or to avoid adverse consequences. To preserve maximum flexibility in the design and implementation of our compensation program, we have not adopted a formal policy that requires all compensation to be tax deductible. However, to the greatest extent possible, it is our intent to structure our compensation programs in a tax efficient manner.

Review of Risk Related to Compensation Policies and Procedures. The Compensation Committee of the Board of Directors is responsible for the oversight of employee compensation policies and procedures, including the determination of whether any material risk is imposed on Northwest Bancshares, Inc. from the annual cash incentive plan, long-term stock-based compensation plan and/or employment or change in control agreements. After reviewing the compensation policies and procedures, including the determination of whether any incentive programs encourage excessive risk taking by employees, the Compensation Committee has concluded such plans do not pose material risk to Northwest Bancshares, Inc.

Say-on-Pay. In accordance with the rules of the Securities and Exchange Commission, at our 2014 Annual Meeting of Stockholders, we held an advisory, non-binding vote to approve the compensation of our Named Executive Officers as described in the proxy statement (commonly referred to as a “Say-on-Pay Vote”), which vote received an overwhelming majority of the votes cast in favor of the proposal. At our 2011 annual meeting of stockholders, our stockholders recommended that we hold a “Say-on-Pay Vote on an annual basis. Our Compensation Committee considered the recommendation of the stockholders at our 2014 Annual Meeting of Stockholders in reviewing executive compensation. In addition, we have determined to include the Say-on-Pay Vote in our proxy materials for each annual meeting of stockholders until the next vote on the frequency of the Say-on-Pay Vote, which will occur no later than our 2017 annual meeting of stockholders.

No Pledging or Hedging Company Securities. We have adopted a policy that prohibits our insiders from (1) pledging Northwest Bancshares, Inc. stock as collateral against a loan or line of credit or holding Northwest Bancshares, Inc. stock in a margin account; and (2) hedging (buying or selling puts, calls or exchange-traded options) with respect to Northwest Bancshares, Inc. stock.

Executive Compensation

The following table sets forth, for the three years ended December 31, 2014, certain information as to the total remuneration we paid to Mr. Wagner, who serves as our President and Chief Executive Officer, Mr. Harvey, who serves as our Chief Financial Officer, our three other most highly compensated executive officers at December 31, 2014, and two other executive officers who retired during 2014 (“Named Executive Officers”).

										Change in
										pension value
										and nonqualified
										deferred		All other
						Stock awards		Option awards		compensation		compensation
Name and principal position	Year	Salary ($)		Bonus ($)		($)(1)		($)(2)		earnings ($)(3)		($)(4)		Total ($)
William J. Wagner	2014		634,921		94,546		148,725		34,800		642,654		129,276		1,684,922
Chairman of the Board,	2013		586,050		88,802		141,188		24,720		—		64,420		905,180
President and Chief Executive Officer	2012		561,089		82,654		130,950		29,520		597,726		67,121		1,469,060

William W. Harvey, Jr.	2014		313,378		48,569		89,235		20,880		186,532		69,409		728,003
Sr. Executive Vice President,	2013		276,763		42,338		84,713		14,832		—		30,168		448,814
Chief Financial Officer	2012		261,756		38,588		78,570		17,712		151,474		31,518		579,618

Steven G. Fisher	2014		313,378		48,569		89,235		20,880		303,097		75,066		850,225
Sr. Executive Vice President,	2013		276,763		42,338		84,713		14,832		—		35,203		453,849
Chief Revenue Officer	2012		261,756		38,588		78,570		17,712		296,667		36,093		729,386

Michael G. Smelko	2014		206,875		30,644		77,337		18,096		101,943		58,638		493,533
Executive Vice President,
Chief Credit Officer

David E. Westerburg	2014		205,306		31,565		53,409		12,941		110,681		48,439		462,341
Executive Vice President,											—
Chief Operations Officer											—

Gregory C. LaRocca, Former	2014		243,883		34,088		61,870		14,471		258,642		988,832		1,601,786
Executive Vice President and	2013		262,986		39,849		73,418		12,854		—		37,173		426,280
Corporate Secretary (5)	2012		255,677		37,984		68,094		15,350		276,688		37,599		691,392

Timothy A. Huber, Former	2014		250,950		32,017		61,870		14,471		234,975		904,691		1,498,974
Executive Vice President,	2013		228,737		34,937		73,418		12,854		—		30,386		380,332
Chief Lending Officer (6)	2012		216,341		31,817		68,094		15,350		218,203		31,058		580,863

(footnotes on following page)

(footnotes from previous page)

(1)

Reflects the aggregate grant date fair value of restricted stock awards granted during the applicable year. This award vests equally over a ten-year period beginning May 21, 2014. The assumptions used in the valuation of these awards are included in Notes 1(o) and 14(d) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.

(2)

Reflects the aggregate grant date fair value of option awards granted during the applicable year. This award vests equally over a ten-year period beginning May 21, 2014. The value is the amount recognized for financial statement reporting purposes in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in the valuation of these awards are included in Notes 1(o) and 14(e) to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission.

(3)

Reflects change in pension value only. For the year ended December 31, 2013, Messrs. Wagner, Harvey, LaRocca, Fisher and Huber had decreases in pension value of $85,617, $53,187, $11,758, $64,812 and $51,112, respectively. Applicable Securities and Exchange Commission regulations require that we not reflect such negative values in the summary compensation table.

(4)	The compensation represented by the amounts for 2014 set forth in the All Other Compensation column for the Named Executive Officers is detailed in the table below.

Name	Company Contributions to Qualified Defined Contribution Plan ($)(a)		Company Paid Life Insurance Premiums ($)(b)		Restricted Stock Dividends ($)(c)		Amounts Received or Accrued for on Retirement(d)		Total All Other Compensation ($)
William J. Wagner		13,686		27,160		88,430		—		129,276
William W. Harvey, Jr.		13,686		2,665		53,058		—		69,409
Gregory C. LaRocca		12,713		10,969		45,710		919,440		988,832
Steven G. Fisher		13,686		8,322		53,058		—		75,066
Timothy A. Huber		13,209		6,949		45,710		838,823		904,691
Michael G. Smelko		10,889		1,765		45,984		—		58,638
David E. Westerburg		10,807		7,510		30,122		—		48,439

(a)

Reflects contributions to qualified defined contribution plans, both 401(k) and ESOP. Northwest Bank makes matching contributions equal to 50% of the employee’s 401(k) contributions, up to 3% of the employee’s eligible compensation. For the year ended December 31, 2014, Northwest Bank made a contribution of $1.6 million to the ESOP. Mr. Wagner received an allocation of $5,886; Mr. Harvey received an allocation of $5,886; Mr. LaRocca received an allocation of $5,569; Mr. Fisher received an allocation of $5,886; Mr. Huber received an allocation of $5,681, Mr. Smelko received an allocation of $4,683 and Mr. Westerburg received an allocation of $4,648.

(b)

Reflects excess premiums and/or payments for life insurance reported as taxable compensation on the Named Executive Officer’s Form W-2.

(c)

Reflects dividends on shares of unvested restricted common stock, which are reported as taxable compensation on the Named Executive Officer’s Form W-2.

(d)

In connection with his retirement, Mr. LaRocca received or will receive cash payments in the following amounts: three times his base salary, totaling $822,600; holiday bonus of $11,238; management bonus of $22,850; three years of family medical and dental insurance premiums totaling $49,287; and life insurance premiums of $13,465. In connection with his retirement, Mr. Huber received or will receive cash payments in the following amounts: three times his base salary, totaling $733,650; holiday bonus of $12,454; management bonus of $19,564; three years of family medical and dental insurance premiums totaling $49,287; and life insurance premiums of $23,868.

(5)	Mr. LaRocca retired October 31, 2014.

(6)	Mr. Huber retired December 31, 2014.

Amounts included in the “Stock awards” column for the years ended December 31, 2014, 2013 and 2012 represent grants under our 2011 Equity Incentive Plan. Amounts related to stock awards and option awards are reported in the table above pursuant to applicable Securities and Exchange Commission regulations that require that we report the full grant-date fair value of grants in the year in which such grants are made. Because grants vest (are earned) at a rate of 10% per year, the amounts actually vested and recognized as income on Form W-2 for Messrs. Wagner, Harvey, LaRocca, Fisher, Huber, Smelko and Westerburg were $14,873, $8,924, $6,187, $8,924, $6,187, $7,734 and $5,341, respectively, for the year ended December 31, 2014. For Messrs. Wagner, Harvey, LaRocca, Fisher and Huber, such amounts were $14,209, $8,471, $7,342, $8,471 and $7,342, respectively, for the year ended

December 31, 2013 and $13,095, $7,857, $6,809, $7,857 and $6,809, respectively, for the year ended December 31, 2012. Amounts included in the “Option awards” column represent grants under our stock option plans. Stock option grants are not treated as taxable income in the year of grant, so for the years ended December 31, 2014, 2013 and 2012, the economic value of compensation related to the award of stock options as reported to the Internal Revenue Service on Form W-2 for income tax purposes was $0. Amounts included in the “Change in pension value and nonqualified deferred compensation earnings” column reflect increases in the estimated present value of future benefits under our pension plans. Significant changes in these amounts in recent years were primarily caused by changes in market interest rates and the mortality tables.

Amounts listed above in the “Salary” column are paid pursuant to employment agreements or change in control agreements with the Named Executive Officers. See “Employment Agreements/Change in Control Agreements.” A portion of the amounts listed in the “Bonus” column reflect a discretionary holiday bonus approved by the Compensation Committee and distributed to substantially all employees calculated on a five-year vesting schedule. Distribution ranges vary from 0% to 5% of base pay dependent upon tenure with us. Named Executive Officers received bonuses equal to 5% of base pay for the year ended December 31, 2014 due to their years of service. Amounts listed in the “Bonus” column also reflect discretionary bonuses paid by the Compensation Committee under the Management Bonus Plan. See “Compensation Discussion and Analysis—Annual Cash Incentive.” Amounts listed in the “Change in pension value and nonqualified deferred compensation earnings” column reflect the aggregate year-to-year change in the actuarial present value of the Named Executive Officer’s accrued pension benefit under all qualified and non-qualified defined benefit plans based on the assumptions used for FASB ASC 715 at each measurement date. As such, the change reflects changes in value due to an increase or decrease in the FASB ASC 715 discount rate, changes in the mortality table, and changes due to the accrual of plan benefits.

There were no nonqualified deferred compensation earnings required to be reported because the earnings, if any, were not “above market” as defined in Securities and Exchange Commission regulations.

Plan-Based Awards. The following table sets forth for the year ended December 31, 2014 certain information as to grants of plan-based awards for the Named Executive Officers.


GRANTS OF PLAN-BASED AWARDS FOR THE YEAR ENDED DECEMBER 31, 2014
		Estimated future payouts under equity- incentive plan awards						All other stock awards: number of shares or units (#)		All other option awards: number of securities underlying options (#)		Exercise or base price of option awards ($/Sh)		Closing Market Price on Date of Grant ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant date	Threshold (#)		Target (#)		Maximum (#)		All other stock awards: number of shares or units (#)				Exercise or base price of option awards ($/Sh)		Closing Market Price on Date of Grant ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
William J. Wagner	May 21, 2014		12,000		24,000		24,000		—		24,000		13.15		13.22		34,800
	May 21, 2014		5,625		11,250		11,250		11,250		—		—		13.22		148,725

William W. Harvey, Jr.	May 21, 2014		7,200		14,400		14,400		—		14,400		13.15		13.22		20,880
	May 21, 2014		3,375		6,750		6,750		6,750		—		—		13.22		89,235

Steven G. Fisher	May 21, 2014		7,200		14,400		14,400		—		14,400		13.15		13.22		20,880
	May 21, 2014		3,375		6,750		6,750		6,750		—		—		13.22		89,235

Michael G. Smelko	May 21, 2014		6,240		12,480		12,480		—		12,480		13.15		13.22		18,096
	May 21, 2014		2,925		5,850		5,850		5,850		—		—		13.22		77,337

David E. Westerburg	May 21, 2014		4,463		8,925		8,925		—		8,925		13.15		13.22		12,941
	May 21, 2014		2,020		4,040		4,040		4,040		—		—		13.22		53,409

Gregory C. LaRocca	May 21, 2014		6,240		12,480		12,480		—		9,980		13.15		13.22		14,471
	May 21, 2014		2,925		5,850		5,850		4,680		—		—		13.22		61,870

Timothy A. Huber	May 21, 2014		6,240		12,480		12,480		—		9,980		13.15		13.22		14,471
	May 21, 2014		2,925		5,850		5,850		4,680		—		—		13.22		61,870

During the year ended December 31, 2014, stock options and shares of restricted stock were awarded under our 2011 Equity Incentive Plan. Stock options and shares of restricted stock that are subject to time-based vesting are listed in the columns entitled “All other option awards; number of securities and underlying options” and “All other stock awards; number of shares or units.” Awards listed under “Estimated future payouts under equity incentive plan awards” represent the amount of stock options (the first line for each Named Executive Officer) and shares of restricted stock (the second line for each Named Executive Officer) that can be earned as described in “Compensation Discussion and Analysis—Long-Term Stock-Based Compensation.” Each award vests over ten years beginning with the date of grant. Vesting is accelerated in the event of involuntary termination following a change in control of Northwest Bank or Northwest Bancshares, Inc. and in the event of the recipient’s death, disability or normal retirement (generally, the attainment of age 65). The exercise price of stock options is the closing price of our shares of common stock on the day before the date of grant. For a further discussion of grants made for the year ended December 31, 2014, see “Compensation Discussion and Analysis—Long-Term Stock-Based Compensation.”

Outstanding Equity Awards at Year End. The following table sets forth information with respect to outstanding equity awards as of December 31, 2014 for the Named Executive Officers. Information has been adjusted to reflect the 2.25-for-one stock split in connection with Northwest Bancorp, MHC’s mutual-to-stock conversion, which occurred in December 2009.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2014
Name	Option awards										Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable			Equity incentive plan awards: number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
William J. Wagner		21,375		—			―		9.86	01/18/16		57,000		714,210		―		―
		21,375		—			―		11.51	01/17/17
		21,375		—			―		11.12	01/16/18
		18,322		3,053	(1)		―		9.79	11/19/18
		15,268		6,107	(2)		―		7.48	02/18/19
		10,858		8,142	(3)		―		11.49	01/20/20
		8,144		10,856	(4)		—		12.12	01/19/21
		40,000		60,000	(5)		—		12.32	05/18/21
		7,260		16,800	(6)		—		11.70	05/23/22
		4,800		19,200	(7)		—		12.44	05/15/23
		2,400		21,600	(8)		—		13.15	05/21/24

William W. Harvey, Jr.		12,937		—			―		9.86	01/18/16		34,200		428,526		―		―
		12,937		—			―		11.51	01/17/17
		12,937		—			―		11.12	01/16/18
		11,090		1,847	(1)		―		9.79	11/19/18
		9,243		3,694	(2)		―		7.48	02/18/19
		7,429		5,571	(3)		—		11.49	01/20/20
		5,572		7,428	(4)		—		12.12	01/19/21
		24,000		36,000	(5)		—		12.32	05/18/21
		4,320		10,080	(6)		—		11.70	05/23/22
		2,880		11,520	(7)		—		12.44	05/15/23
		1,440		12,960	(8)		—		13.15	05/21/24

Steven G. Fisher		10,125		—			―		9.86	01/18/16		34,200		428,526		―		―
		12,937		—			―		11.51	01/17/17
		12,937		—			―		11.12	01/16/18
		11,090		1,847	(1)		―		9.79	11/19/18
		9,243		3,694	(2)		―		7.48	02/18/19
		7,429		5,571	(3)		—		11.49	01/20/20
		5,572		7,428	(4)		—		12.12	01/19/21
		24,000		36,000	(5)		—		12.32	05/18/21
		4,320		10,080	(6)		—		11.70	05/23/22
		2,880		11,520	(7)		—		12.44	05/15/23
		1,440		12,960	(8)		—		13.15	05/21/24

(footnotes begin on second following page)

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2014


Name	Option awards										Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable			Equity incentive plan awards: number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Michael G. Smelko		2,812		—			—		9.86	01/18/16		29,640		371,389		—		—
		10,125		—			—		11.51	01/17/17
		10,125		—			—		11.12	01/16/18
		8,679		1,446	(1)		—		9.79	11/19/18
		7,233		2,892	(2)		—		7.48	02/18/19
		7,429		5,571	(3)		—		11.49	01/20/20
		5,572		7,428	(4)		—		12.12	01/19/21
		20,800		31,200	(5)		—		12.32	05/18/21
		3,744		8,736	(6)		—		11.70	05/23/22
		2,496		9,984	(7)		—		12.44	05/15/23
		1,248		11,232	(8)		—		13.15	05/21/24

David E. Westerburg		10,125		—			—		11.51	01/17/17		19,576		245,287		—		—
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