Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) As previously announced, the retirement of Robert H. Young, Senior Executive
Vice President, Chief Financial Officer & Group Head - Finance of Wesbanco, Inc.
(the "Company") will become effective on December 31, 2021. Following his
retirement, Mr. Young will provide certain consulting services to the Company
between January 1, 2022 and June 30, 2022.
(c) On September 2, 2021, the Company announced that Daniel K. Weiss would
become Executive Vice President and Chief Financial Officer of the Company
following Mr. Young's retirement. Consistent with this announcement, on December
16, 2021, the Company's Board of Directors appointed Daniel K. Weiss as
Executive Vice President and Chief Financial Officer of the Company, effective
January 1, 2022. Mr. Weiss, age 39, has served as Senior Vice President & Chief
Accounting Officer of the Company since January, 2021 and previously has served
as Senior Vice President and Corporate Controller, as well as working in various
other roles, including Assistant Controller, since joining the Company in 2008.
Prior to joining the Company, Mr. Weiss was employed by Deloitte & Touche LLP,
in the audit practice, where he obtained a diverse background working in public
accounting. Mr. Weiss has 17 years of experience and is a licensed Certified
Public Accountant.
There are no arrangements or understandings between Mr. Weiss and any other
person pursuant to which Mr. Weiss was appointed as Executive Vice President and
Chief Financial Officer. Mr. Weiss has no family relationships with any other
executive officer or director of the Company. Mr. Weiss has not been involved in
any related person transactions with the Company that would require disclosure
under Item 404(a) of SEC Regulation S-K.
Employment Agreement
On December 16, 2021, Mr. Weiss entered into an employment agreement with the
Company (the "Employment Agreement"), in connection with the appointment of Mr.
Weiss as Executive Vice President and Chief Financial Officer of the Company. As
provided in the Employment Agreement, Mr. Weiss's base salary will be no less
than $325,000 per year and he will be eligible to participate in the Company's
Key Executive Bonus, Option and Restricted Stock Plan (the "Incentive Plan").
Under the Incentive Plan, Mr. Weiss will be eligible to earn Annual Cash
Incentive Awards of up to 75% of his base compensation and will be eligible to
receive Annual Stock Option and Restricted Stock awards as determined by the
Company's Compensation Committee each year.
If Mr. Weiss's employment is terminated other than for cause, death or mutual
agreement, Mr. Weiss will be entitled to an amount equal to the greater of (i)
six months of base salary at his then current base rate, or (ii) the base salary
he would have received had he continued to be employed pursuant to the
Employment Agreement through the end of the term of the Employment Agreement. If
Mr. Weiss's employment is terminated due to death, his surviving spouse or, in
lieu thereof, his estate, shall be entitled to an amount equal to six months of
the base salary of his then current base rate.
The employment term is a revolving period of three years, with the initial term
commencing January 1, 2022 and continuing until December 31, 2024. The term of
the Employment Agreement will automatically extend on each anniversary for an
additional year, which will create an ongoing new three-year term, unless either
party gives prior notice of non-renewal. The Employment Agreement also contains
other provisions customary to similar agreements, including a provision relating
to the non-disclosure of confidential information.
Change in Control Agreement
On December 16, 2021, the Company entered into a change in control agreement
with Mr. Weiss (the "Change in Control Agreement"). The Change in Control
Agreement is for a term of three years, with automatic one-year extensions. The
Change in Control Agreement sets forth certain terms and conditions upon the
occurrence of a "change in control event." Absent a "change in control event"
(as defined in the Change in Control Agreement and summarized below), the Change
in Control Agreement does not require the Company to retain the executive in its
employ or to pay any specified level of compensation or benefits.
The Change in Control Agreement provides that if a change in control event of
the Company which employs the employee occurs, the Company will be obligated to
either continue to employ the executive during the time period starting upon the
occurrence of a change in control event and ending two years thereafter (the
"Term of Employment") or provide severance as per the Change in Control
Agreement as described below.
If, during the Term of Employment, the executive is discharged by the Company
without cause or resigns for good reason, then the executive shall receive a
lump sum payment equal to two times (i) the highest rate of the executive's
annual base salary in effect prior to the date of termination, and (ii) the
greater of the executive's average annual bonus over the most recent year ending
prior to the date of termination, or the executive's bonus established for the
annual bonus plan year in which the date of termination occurs. If the executive
is terminated during the Term of Employment for any reason other than cause,
then for a period of 18 months from the date of termination, the executive
and/or the executive's family will continue to receive insurance and health care
benefits as of the effective date of the change in control event, subject to
reduction to avoid duplication with benefits of a subsequent employer. Under a
superseding clause in the Change in Control Agreement, in the event of a
termination or severance of the executive's employment subsequent to a
--------------------------------------------------------------------------------
change in control event, benefits under the Change in Control Agreement will
supersede and replace the benefits under the executive's Employment Agreement
described above.
Generally, and subject to certain exceptions, a "change in control event" is
deemed to occur if (a) final regulatory approval is obtained for a party to
acquire securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities; (b) during any two
consecutive years, there is a significant change in the Company's Board of
Directors not approved by the incumbent Board; or (c) final regulatory approval
is obtained for a plan of complete liquidation or dissolution or sale of all or
substantially all of the Company's assets or certain significant
reorganizations, mergers and similar transactions occur involving the Company.
If an excise tax under Section 4999 of the Internal Revenue Code applies to
these payments, the Company will either pay the executive a reduced amount as a
lump sum or over an extended period of years such that the net present value of
such payments would not cause an excise tax to become due.
The foregoing descriptions of the Employment Agreement and the Change in Control
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Employment Agreement and the Change in Control
Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to
this Form 8-K, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 - Employment Agreement, dated December 16, 2021, by and between Wesbanco,
Inc., Wesbanco Bank, Inc. and Daniel K. Weiss.
10.2 - Change in Control Agreement, dated December 16, 2021, by and between
Wesbanco, Inc., Wesbanco Bank, Inc. and Daniel K. Weiss.
104 - Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
WESBANCO, INC. 
