SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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by Rule 14a-6(e)(2))
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.. . . . . . . . . . . . . WESBANCO, INC. . . . . . . . . . . . . . . . .
(Name of Registrant as Specified in Its Charter)
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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[WESBANCO LOGO]
March 15, 2002
Dear Shareholder:
You will find enclosed the Notice of Meeting, Proxy
Statement and Proxy Card for the Annual Meeting of Shareholders
of Wesbanco, Inc., which will be held on Wednesday, April 17,
2002, at the Ramada Plaza City Center Hotel, 1200 Market Street,
Wheeling, West Virginia, beginning at 4:00 p.m.
Please review the enclosed material and complete, sign,
date and return the Proxy Card regardless of whether you plan to
attend the Annual Meeting, so that the matters coming before the
meeting can be acted upon. Alternatively, if you hold shares of
Wesbanco common stock directly in your name, you may vote over
the Internet or by telephone by following the instructions set
forth on the Proxy Card. Also enclosed is an attendance card.
Please fill out and return this card only if you plan to attend
the meeting in person.
We look forward to meeting our shareholders and welcome the
opportunity to discuss the business of your company with you.
Very truly yours,
PAUL M. LIMBERT
PML/mmr
Enclosure
[WESBANCO LOGO]
WESBANCO, INC.
One Bank Plaza
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
April 17, 2002
TO THE STOCKHOLDERS OF WESBANCO, INC.:
The Annual Meeting of the Stockholders of Wesbanco, Inc. will be held
at the Ramada Plaza City Center Hotel, 1200 Market Street, Wheeling, West
Virginia, 26003, on Wednesday, April 17, 2002, at 4:00 p.m. E.S.T.
The purposes of the meeting are as follows:
(1) To elect six (6) persons to the Board of Directors to serve for
a term of three (3) years.
(2) To consider and act upon such other matters as properly may
come before the meeting or any adjournment thereof.
The Board of Directors recommends a vote in favor of the nominees. The
holders of the common stock of the Corporation as of the close of business
on March 8, 2002, are entitled to vote at the meeting.
You are requested to sign and date the enclosed form of Proxy and return
it in the enclosed postage-paid envelope at your earliest convenience. As
indicated in the accompanying Proxy Statement, proxies may be revoked at any
time prior to the voting thereof. Alternatively, if you hold shares of
Wesbanco common stock directly in your name, you may vote over the Internet
or by telephone by following the instructions set forth in the Proxy Card.
By order of the Board of Directors.
LARRY G. JOHNSON
Secretary
Wheeling, West Virginia
March 15, 2002
PROXY STATEMENT
OF
WESBANCO, INC.
One Bank Plaza
Wheeling, West Virginia 26003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 17, 2002
This statement is furnished to the stockholders of Wesbanco, Inc. ( the
"Corporation") in connection with the solicitation of proxies to be used in
voting at the annual meeting of the stockholders of the Corporation (the
"Annual Meeting"), which will be held at the Ramada Plaza City Center
Hotel, 1200 Market Street, Wheeling, West Virginia, 26003, at 4:00 p.m. E.S.T.
on Wednesday, April 17, 2002. This statement is being mailed to the
stockholders on or about March 15, 2002.
Wesbanco, Inc. is the parent company and the holder of all of the
outstanding shares of the capital stock of Wesbanco Bank, Inc., Wheeling,
West Virginia. The Corporation also maintains two other operating entities,
namely, Wesbanco Securities, Inc., Marietta, Ohio, and Wesbanco Insurance
Services, Inc., Shinnston, West Virginia.
Proxies
-------
The proxies are solicited by the Board of Directors of the Corporation,
and the cost thereof is being borne by the Corporation. Employees and
Directors of the Corporation and its subsidiaries may follow up on this
written solicitation by telephone or other methods of communication.
Proxies may be revoked by the stockholders who execute them at any time
prior to the exercise thereof by written notice to the Corporation, or by
announcement at the stockholders meeting. Unless so revoked, the shares
represented by all proxies will be voted, by the persons named in the
proxies, at the stockholders meeting and all adjournments thereof, in
accordance with the specifications set forth therein, or, absent such
specifications, in accordance with the discretion of the holders of such
proxies.
Alternatively, if shares of the Corporation's common stock are
registered in a shareholder's name, such shareholder may vote over the
Internet or by telephone by following the instructions set forth on the
Proxy Card.
Stock Outstanding and Voting Rights
-----------------------------------
The authorized capital stock of the Corporation consists of 50,000,000
shares of common stock with a par value of $2.0833 per share, and 1,000,000
shares of preferred stock without par value. Of the 50,000,000 shares of
authorized common stock, as of March 1, 2002, there were 21,230,138 shares
issued and outstanding. There are no shares of preferred stock outstanding.
The authorized shares of preferred stock of Wesbanco may be issued in
one or more classes or series with such preferences and voting rights as the
Board of Directors may fix in the resolution providing for the issuance of
such shares. The issuance of shares of preferred stock could affect the
relative rights of Wesbanco common stock. Depending upon the exact terms,
limitations and relative rights and preferences, if any, of the shares of
preferred stock as determined by the Board of Directors of Wesbanco at the
time of issuance, the holders of preferred stock may be entitled to a higher
dividend rate than that paid on the common stock, a prior claim on funds
available for the payment of dividends, a fixed preferential payment in
the event of liquidation and dissolution of the company, redemption rights,
rights to convert their preferred stock into shares of Wesbanco common stock,
and voting rights which would tend to dilute the voting control of the
Corporation by the holders of Wesbanco common stock.
A quorum is required to conduct business at the Annual Meeting. A
majority of the outstanding shares of the Corporation present in person or
represented by proxy constitutes a quorum. Abstentions, votes withheld and
shares represented by broker non-votes are counted in determining whether a
quorum is present.
Stockholders of record as of the close of business on March 8, 2002,
will be entitled to vote at the Annual Meeting. Each stockholder will be
entitled to one vote for each share of common stock held, as shown by the
records of the Corporation at that time. Cumulative voting in the election
of Directors is permitted by West Virginia statutory provisions, and the
exercise of that right is not subject to any condition precedent. Each
stockholder is entitled to as many votes as shall equal the number of his
shares of common stock multiplied by the number of Directors to be elected
within each class, and he may cast all of such votes for a single Director
or he may distribute them among the number to be voted for as he may see fit.
To the best of management's knowledge, Wesbanco Trust and Investment
Services, the Trust Department of Wesbanco Bank, Inc. (the "Bank"), Bank
Plaza, Wheeling, West Virginia, 26003, is the only holder or beneficial
owner of more than 5% of the common stock of the Corporation. As of March 1,
2002, 1,781,128 shares of the common stock of the Corporation, representing
8.39% of the total shares outstanding, were held in various capacities in
the Trust Department. Of these shares, the Bank does not have voting control
of 862,541 shares, representing 4.06% of the shares outstanding, has partial
voting control of 24,195 shares, representing 0.11% of the
1
shares outstanding, and sole voting control of 894,392 shares, representing
4.21% of the shares outstanding. In accordance with its general practice,
shares of the common stock of the Corporation over which the Bank has sole
voting control will be voted in accordance with the recommendations of Bank
management. Shares over which the Bank has partial voting control will be
similarly voted if the Bank has the concurrence of the co-fiduciary or
co-fiduciaries.
The following table lists each stockholder known to the Corporation to
be the beneficial owner of more than 5% of the Corporation's common stock as
of March 1, 2002, as more fully described above:
Principal Holders
-----------------
Name &
Address of Amount and Nature
Title of Beneficial of Beneficial Percent
Class Owner Ownership of Class
-------- ---------- ----------------- --------
Common Wesbanco Trust and
Investment Services
One Bank Plaza
Wheeling, WV 26003 1,781,128* 8.39%
*Nature of beneficial ownership more fully described in text immediately
preceding table.
Ownership of Securities by Directors, Nominees and Officers
-----------------------------------------------------------
The following table sets forth the number of shares of Wesbanco's common
stock beneficially owned by each nominee, each continuing director and each
officer of the Corporation named in the Summary Compensation Table and all
of its executive officers and directors as a group as of March 1, 2002.
There is no other class of voting securities issued and outstanding.
Sole Voting Shared Voting
Name of and Investment and/or Investment Percent
Beneficial Owner Authority Authority of Class
---------------- -------------- ----------------- --------
James E. Altmeyer 12,657 *
Ray A. Byrd 8,135 (1) *
R. Peterson Chalfant (Nominee) 6,825 68,497 (2) *
John H. Cheffy (Nominee) 11,361 3,324 (3) *
Christopher V. Criss 50,178 (4) 112,751 (4) *
James D. Entress 26,111 (5) *
Abigail M. Feinknopf (Nominee) 138,441 *
Ernest S. Fragale 60,411 *
James C. Gardill 53,223 (6) *
Edward M. George 17,434 (7) *
Roland L. Hobbs 25,260 (8) *
John W. Kepner (Nominee) 5,497 (9) *
Frank R. Kerekes 1,342 *
Paul M. Limbert (Executive
Officer) 13,199 (10) *
Jeremy C. McCamic (Nominee) 630,201 (11) 17,050 (11) 3.0%
William E. Mildren, Jr. 184,692 *
Jerome B. Schmitt (Executive
Officer) 6,345 (12) *
Joan C. Stamp (Nominee) 19,825 (13) *
Carter W. Strauss 34,472 (14) *
James W. Swearingen 3,772 *
Reed J. Tanner 5,559 (15) 2,622 (16) *
Robert K. Tebay 11,603 (17) *
William E. Witschey 9,206 (18) 55,972 (18) *
Dennis P. Yaeger (Executive
Officer) 8,160 (19) *
Robert H. Young (Executive
Officer) 1,094 *
All Directors and Officers
as a group
(29 persons) 1,391,114 260,216 7.8%
*Beneficial ownership does not exceed one percent (1%).
2
(1) Includes 4,440 shares held for Mr. Byrd's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.
(2) Includes 27,008 shares held in the Clyde Chalfant Marital Deduction
Trust for which Mr. Chalfant serves as Trustee, 18,000 shares held in
the Clyde Chalfant GST Trust for the benefit of R. Peterson Chalfant
and 23,489 shares held in the Mary Peterson Chalfant GST Trust for
the benefit of R. Peterson Chalfant.
(3) Includes 506 shares held in his IRA custodian account at Wesbanco Bank,
Inc. Additionally, Mr. Cheffy's wife, Mary Ann Cheffy, is the owner of
2,818 shares for which Mr. Cheffy disclaims beneficial ownership.
(4) Includes 4,117 shares held for Mr. Criss' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Atlas Towing Company, in which Mr. Criss
owns a substantial interest and serves as an officer and director, owns
112,751 shares.
(5) Includes 26,111 shares held at Wesbanco Bank, Inc. as custodian for
James D. Entress' IRA. Dr. Entress' wife, Dr. Cheryl Entress, is the
owner of an additional 14,671 shares held in an IRA custodian account
at Wesbanco Bank, Inc. for which Dr. Entress disclaims beneficial
ownership.
(6) Includes 11,883 shares held for Mr. Gardill's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Includes an additional 12,957 shares held
by Mr. Gardill's wife, Linda T. Gardill, and 3,076 shares held in her
IRA custodian account at Wesbanco Bank, Inc.
(7) Mr. George's wife, Sandra F. George, is the owner of an additional 502
shares for which Mr. George disclaims beneficial ownership. Excludes
options to acquire 19,889 shares which are vested in the Wesbanco Key
Executive Incentive Bonus & Option Plan.
(8) Includes 1,260 shares held for Mr. Hobbs' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Mr. Hobbs' wife, Sarah F. Hobbs, is the
owner of an additional 4,620 shares for which Mr. Hobbs disclaims
beneficial ownership.
(9) Mr. Kepner's wife, Joan B. Kepner, is the owner of an additional 400
shares for which Mr. Kepner disclaims beneficial ownership.
(10) Excludes options to purchase 10,778 shares which are vested in the
Wesbanco Key Executive Incentive Bonus & Option Plan.
(11) Includes 13,200 shares held in The Louise T. (Lisa) McCamic Memorial
Scholarship Fund at the University of Mississippi and 3,850 shares
held in the McCamic Law Scholarship Fund at West Virginia University
for which Mr. McCamic disclaims beneficial ownership.
(12) Excludes options to purchase 10,440 shares which are vested in the
Wesbanco Key Executive Incentive Bonus & Option Plan.
(13) Includes 10,696 shares held in Mrs. Stamp's trust at Wesbanco Bank, Inc.
(14) Includes 11,919 shares held for Mr. Strauss' benefit in a Rabbi Trust
under the Wesbanco, Inc. and All Affiliate Banks Directors Deferred
Compensation Plan. Mr. Strauss' wife, Barbara Strauss, is the owner
of an additional 3,774 shares held in a custodian account at Wesbanco
Bank, Inc. for which Mr. Strauss disclaims beneficial ownership.
(15) Includes 1,621 shares held for Mr. Tanner's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Includes an additional 1,404 shares held
by Mr. Tanner as Custodian for his minor children.
(16) Includes 477 shares held in trust in which Mr. Tanner has a beneficial
interest. He is also Co-Trustee of his brother's family trust which
holds 2,145 shares for which Mr. Tanner disclaims beneficial ownership.
(17) Includes 888 shares held for Mr. Tebay's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Additionally, Mr. Tebay's wife, Mary Ann
Tebay, is the owner of an additional 100 shares for which Mr. Tebay
disclaims beneficial ownership.
(18) Mr. Witschey's wife, Wilda C. Witschey, is the owner of an additional
10,521 shares for which Mr. Witschey disclaims beneficial ownership.
Includes 46,132 shares which are owned by Witschey's Market in which
Mr. Witschey has a substantial stock interest. Also includes 9,840
shares which are owned by Witschey Realty in which Mr. Witschey has
a substantial stock interest.
(19) Excludes options to purchase 9,153 shares which are vested in the
Wesbanco Key Executive Incentive Bonus & Option Plan.
3
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers, directors, and persons who own more than 10% of a
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities & Exchange Commission
(the "SEC"). Officers, directors and greater than 10% shareholders are
required by SEC regulations to furnish the Corporation with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of Forms 3, 4 and 5 received
by it, or written representations from certain reporting persons that no
Forms 5 were required for those persons, the Corporation believes that,
during the calendar year 2001, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were fulfilled.
The Corporation is required to report late filings.
Transactions With Directors and Officers
----------------------------------------
It has been the practice of the subsidiary bank of the Corporation,
on occasion, to engage in the ordinary course of business in banking
transactions, which at times involved loans in excess of $60,000.00, with
some of its Officers and Directors and some of the Officers and Directors of
the Corporation and their associates. It is anticipated that the practice
will be continued. All loans to such persons, however, have been made, and
in the future will be made, in the ordinary course of business and on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
and did not, and will not, involve more than normal risk of collectibility or
present other unfavorable features. From time to time the firm of Phillips,
Gardill, Kaiser & Altmeyer of which James C. Gardill, Chairman of the Board
and a Director of the Corporation, is a partner, and the firm of Schrader,
Byrd & Companion, PLLC, of which Ray A. Byrd, Director of the Corporation, is
a partner, perform services for the Corporation. Fees aggregating $489,856.65
were paid to the law firm of Phillips, Gardill, Kaiser & Altmeyer for legal
services rendered to the Corporation and its banking affiliates during the
year 2001. It is contemplated that one or both of these firms will be
retained to perform legal services during the current year.
Election of Directors
---------------------
The Board of Directors of the Corporation is divided into three classes,
as nearly equal in number as the numerical membership of the Board will
permit, the members of such classes to serve staggered terms of three years
each. The Bylaws permit the Board to determine each year the number of
Directors up to a maximum of thirty-five (35), and the Board of Directors has
determined that the Board shall consist of nineteen (19) members, and has
fixed the number of Directors to be elected at the forthcoming meeting at
six (6), all of whom are to be elected for a three-year term which will
expire at the annual stockholders meeting in 2005. Proxies may not be voted
for a greater number of persons than are nominated. There are no family
relationships among the directors, nominees or executive officers of the
Corporation, except that Jeremy C. McCamic is the father of Abigail M.
Feinknopf, both of whom are nominees.
Accordingly, the following persons have been nominated for election to
the Board:
Nominees(1)
-----------
A. For the Three-Year Term Expiring at the Annual Stockholders Meeting in 2005
Name Age Principal Occupation(1) Director Since
---- --- ----------------------- --------------
R. Peterson Chalfant 61 Lawyer 08/30/96
John H. Cheffy 68 Retired; former Vice President/ 08/20/98
Cashier, Wesbanco Bank
Barnesville
Abigail M. Feinknopf 34 Marketing representative with 03/01/02
Feinknopf Photography, Columbus,
OH; previously Business
Development Representative with
Karlsberger Companies, Columbus,
OH
John W. Kepner 69 Mortician; President, 01/28/76
Kepner Funeral Homes, Inc.
4
Name Age Principal Occupation(1) Director Since
---- --- ----------------------- --------------
Jeremy C. McCamic 73 Former Chairman of the Board 03/01/02
and Chief Executive Officer of
American Bancorporation; former
Chairman of the Board of
Wheeling National Bank; Lawyer,
Senior partner, McCamic &
McCamic
Joan C. Stamp 50 Director, West Virginia 02/15/96
University Foundation
(1) One vacancy exists in this class. The vacancy was created by Frank R.
Kerekes, an executive officer of Wesbanco Bank, Inc., who agreed not
to stand for re-election to help implement a Board of Directors goal
of reducing the number of insiders on the Board.
(2) Principal occupation during the past five (5) years.
In the absence of instructions to the contrary, the enclosed form of
proxy, if executed and returned to the Corporation, will be voted in the
manner determined by the holder or holders thereof. Discretionary authority
to cumulate votes in the election of Directors is solicited, and unless
otherwise directed, the holder or holders of such proxies shall have the
authority to cumulate votes represented thereby and to distribute the same
among the nominees in such manner and numbers as such holder or holders, in
his or their discretion, may determine. This authority will be exercised by
the holder or holders of the proxies in the event that any person or persons,
other than the nominees named above, should be nominated for election to the
Board of Directors.
All of the foregoing nominees presently are serving as members of the
Board. In the event that, at any time prior to the stockholders meeting,
any of the foregoing nominees should become unavailable for election to the
Board of Directors, the shares of stock represented by the proxies will be
voted for such other nominee or nominees as the holders of the proxies, in
their judgment, may determine.
Continuing Directors
--------------------
In addition to the foregoing nominees, the following persons presently
are serving as members of the Board of Directors:
Directors Whose Term of Office Will Expire
at the Annual Shareholders Meeting in 2004
------------------------------------------
Name Age Principal Occupation(2) Director Since
---- --- ----------------------- --------------
James E. Altmeyer 63 President, Altmeyer Funeral 10/16/87
Homes, Inc.
Christopher V. Criss 46 Former Vice Chairman, Wesbanco 07/17/92
Bank Parkersburg; President &
Chief Executive Officer, Atlas
Towing Co.
James C. Gardill 55 Chairman of the Board, 11/13/80
Wesbanco, Inc.; Lawyer;
Partner, Phillips, Gardill,
Kaiser & Altmeyer
Roland L. Hobbs 69 Chairman, Wheeling Park 07/28/76
Commission
William E. Mildren, Jr. 57 Former Vice Chairman, Wesbanco, 04/15/98
Inc.; former Chairman, President &
Chief Executive Officer, Wesbanco
Bank Parkersburg; former
Chairman, President & CEO,
Commercial BancShares, Inc.
(1) Two (2) vacancies exist in this class. The vacancies were created in
an effort by the Board of Directors to reduce the overall size of the
Board. It is not presently anticipated that the vacancies will be
filled.
(2) Principal occupation during the past five (5) years.
5
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 2003
------------------------------------------
Name Age Principal Occupation(1) Director Since
---- --- ----------------------- --------------
Ray A. Byrd 57 Lawyer; Partner, Schrader, 06/09/77
Byrd & Companion, PLLC
James D. Entress 63 Oral & Maxillo-Facial 12/20/90
Surgeon - Retired
Ernest S. Fragale 55 Former President, Wesbanco 08/20/96
Mortgage Company;
former owner and
President, Universal
Mortgage Company
Edward M. George 65 Vice Chairman, Wesbanco, Inc.; 12/02/91
former President & CEO,
Wesbanco, Inc.; former
President & CEO,
Wesbanco Bank, Inc.;
former Chairman of the
Board, Wesbanco Bank
Wheeling
Carter W. Strauss 55 President, Strauss Industries, 07/28/76
Inc.
Reed J. Tanner 48 Certified Public Accountant 12/30/96
Simpson & Osborne, A.C.
Robert K. Tebay 67 Owner-Operator, Tebay Dairy 04/15/98
William E. Witschey 70 President, Witschey's 01/10/85
Market, Inc. (retail food
management)
(1) Principal occupation during the past five (5) years.
Executive Officers of the Corporation
-------------------------------------
The executive officers of the Corporation are listed below. Each
listing includes a statement of the business experience of each executive
officer during at least the last five years. Executive officers are elected
annually by the Board of Directors and serve at the pleasure of the Board.
PAUL M. LIMBERT, age 55, is the President and Chief Executive Officer,
Wesbanco, Inc. Mr. Limbert also served as Vice Chairman and Chief Financial
Officer for Wesbanco Bank Wheeling, and previously served as President and
Chief Executive Officer of Wesbanco Bank Wheeling. In addition, Mr. Limbert
served Wesbanco Bank Wheeling in a variety of capacities, including Assistant
Controller and Controller, Vice President and Controller, Senior Vice
President and Controller, Executive Vice President and Controller, and
Executive Vice President and Treasurer. Mr. Limbert joined the Corporation
in April 1977. Prior to that, he was a Senior Accountant at Price Waterhouse
and served a tour of duty in the United States Army.
ROBERT H. YOUNG, age 45, is the Executive Vice President and Chief
Financial Officer of Wesbanco, Inc. Mr. Young joined the Corporation in July
2001 after having served as Senior Vice President and Chief Financial Officer
of PNC Bank, FSB and its National Affinity Program division in Pittsburgh, PA,
from 1999 to 2001. Prior to that, he was Executive Vice President and Chief
Financial Officer, Secretary and Treasurer of First Western Bancorp, Inc. in
New Castle, PA, from 1996 to 1998. He served as Senior Vice President -
Finance, Secretary and Treasurer from 1992 to 1996 and held other senior
finance positions with First Western between 1986 and 1992. From 1980 to
1986, Mr. Young was Manager of Taxes and Auditing with Heckett, Division of
Harsco in Butler, PA. Prior to joining Harsco, Mr. Young was a senior
accountant with Coopers & Lybrand in Pittsburgh, PA.
DENNIS P. YAEGER, age 52, is the Executive Vice President and Chief
Operating Officer of Wesbanco, Inc., a position held since 1993. Mr. Yaeger
has served Wesbanco, Inc. as Vice President Bank Operations in 1987 and
Executive Vice President Bank Operations in 1990. Mr. Yaeger has served
Wesbanco Bank Wheeling as Vice Chairman of the Board of Directors. He
previously held the positions of Executive Vice President-Bank Operations
from 1978 to 1987. From 1976 to 1978, Mr. Yaeger worked in the Commercial
Loan Department as a Loan Officer.
6
He started his career at Wesbanco Bank Wheeling and held early positions
as Management Trainee, Administrative Assistant and Assistant Operations
Officer.
JEROME B. SCHMITT, age 52, was named Executive Vice President -
Investments/Trusts, Wesbanco, Inc. in January, 1999. He most recently served
as Senior Vice President-Trust and Investments. He joined the staff of the
Corporation in 1972 and was promoted to Vice President-Investments in 1983
and to Senior Vice President in 1990. Mr. Schmitt received his designation
as Chartered Financial Analyst in 1976. He has served in a variety of other
positions, including Trust Operations and Trust Investments since 1972.
KRISTINE N. MOLNAR, age 50, is the President and Chief Executive Officer
of Wesbanco Bank, Inc. Mrs. Molnar has previously served Wesbanco as
President of the Upper Ohio Valley Region of Wesbanco Bank, Inc., President
and Chief Executive Officer, Wesbanco Bank Wheeling, Senior Vice President,
Vice President-Commercial/Mortgage Loans, Assistant Vice President and as
Banking Officer. Before joining the Corporation, Mrs. Molnar was employed
from 1973 to 1984 as an Assistant Vice President for Half Dollar Bank,
Wheeling, West Virginia, and as a Loan Administrator for United American
Bank, Nashville, Tennessee.
JOHN W. MOORE, JR., age 54, currently serves Wesbanco, Inc. as Senior
Vice President-Human Resources. Mr. Moore joined the Corporation in 1976 as
Director of Personnel. He served in that capacity until 1980 when he was
appointed Vice President-Personnel/Human Resources for Wesbanco Bank Wheeling.
He was made Vice President-Personnel, Wesbanco, Inc. in 1986 and Senior
Vice President-Human Resources in January, 1993, for Wesbanco, Inc. Mr.
Moore served as Senior Vice President-Personnel/Human Resources in May 1993
for Wesbanco Bank Wheeling. Mr. Moore formerly served as Director of the
Counseling Center at West Liberty State College and Adjunct Instructor at
West Liberty State College and West Virginia University from 1971 to July
1976. Mr. Moore was a public school teacher in 1970.
LARRY G. JOHNSON, age 54, has served as Secretary since March 31, 1998.
Mr. Johnson also serves as Executive Vice President of the Parkersburg Region
of Wesbanco Bank, Inc. Mr. Johnson was Executive President and Chief
Financial Officer of Commercial BancShares, Inc., from May 11, 1994, until
its merger with Wesbanco, Inc., on March 31, 1998. He served as Corporate
Secretary for Commercial BancShares beginning in December 1983. Mr. Johnson
was Executive Vice President and Chief Financial Officer for Commercial
Banking and Trust Company from January 1, 1991, to May 10, 1994. He joined
Commercial May 1, 1973, as Auditor and later served the bank in other
positions, including Comptroller and Cashier. Prior to his employment with
Commercial, he was a bank examiner with the Federal Deposit Insurance
Corporation.
PETER W. JAWORSKI, age 46 has served as Senior Vice President - Chief
Credit Officer of Wesbanco, Inc. since December 1999. Mr. Jaworski joined
the Corporation in 1995 as Vice President - Loan Review for Wesbanco Bank
Wheeling and Senior Loan Review Officer of Wesbanco, Inc. In July 1997, he
was named Vice President - Credit Risk Management of Wesbanco Bank Wheeling
and Wesbanco, Inc. In December 1997, he was appointed Senior Vice
President - Credit Administration of Wesbanco, Inc. Prior to joining the
Corporation, Mr. Jaworski was Senior Vice President and Senior Credit Officer
for Bank One of Wheeling, West Virginia, and held various positions with
Security National Bank & Trust Co., Wheeling, West Virginia, from 1984 - 1992
until its merger into Bank One. He was also Vice President and Comptroller
for Citizens Bank, Martins Ferry, Ohio, during 1989. From 1977 - 1984, Mr.
Jaworski was employed with the public accounting firms of Anthony, O'Connor,
Bodkin & Company and O'Connor & Associates, and the law firm of Herndon,
Morton, Herndon & Yaeger, Wheeling, West Virginia.
7
Comparison of Five Year Cumulative Total Return*
Among Wesbanco, Inc., Russell 2000 Index, and Russell Financial Services**
Measurement Period WesBanco, Russell Russell
(Fiscal year covered) Inc. 2000 Financial
-------------------- --------- ------- ---------
1996 100.000 100.000 100.000
1997 165.644 120.521 129.928
1998 167.836 116.367 113.456
1999 152.672 139.199 103.859
2000 143.700 133.347 119.158
2001 134.901 134.718 129.467
Assumes $100 Invested on January 1, 1997 *Total Return Assumes Reinvestment
in Wesbanco, Inc., Russell 2000 Index, of Dividends
and Russell Financial Services. **Fiscal Year Ending December 31
8
Compensation of Executive Officers
----------------------------------
The officers of the Corporation presently are serving without
compensation from the Corporation. They are, however, compensated by
Wesbanco, Inc. subsidiaries for services rendered as officers of those
corporations.
The following tables set forth the total compensation paid by Wesbanco's
subsidiary bank during each of the three years ended December 31, 2001, 2000,
and 1999, to the five highest paid executive officers, together with options
granted and the benefits payable to them from the Corporation's pension plan
upon retirement.
SUMMARY COMPENSATION TABLE
--------------------------
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------------------------------------------------------------
Restricted Securities
Other Stock Underlying LTIP All Other
Name and Salary Bonus Annual Award(s) Options/ Payouts Compensation
Principal Position Year ($) ($) Comp. ($) SARs ($) ($)(1)(2)
-----------------------------------------------------------------------------------------------------------------
Edward M. George 2001 175,289 25,000 0 0 13,000 0 31,250
Former President & 2000 260,558 100,000 0 0 10,000 0 7,436
CEO (retired 8/8/01) 1999 249,556 90,000 0 0 0 0 6,103
Paul M. Limbert 2001 198,856 65,000 0 0 9,000 0 15,026
President & Chief 2000 179,641 60,000 0 0 5,000 0 7,436
Executive Officer 1999 172,289 50,000 0 0 0 0 6,103
Dennis P. Yaeger 2001 167,712 40,000 0 0 4,125 0 5,273
EVP & Chief 2000 166,215 40,000 0 0 5,000 0 7,410
Operating Officer 1999 162,418 40,000 0 0 0 0 6,103
Jerome B. Schmitt 2001 166,329 55,000 0 0 8,000 0 15,326
Exec. Vice Pres. 2000 158,343 50,000 0 0 5,000 0 7,436
Trust & Invests. 1999 150,914 40,000 0 0 0 0 6,103
Kristine N. Molnar 2001 153,278 25,000 0 0 7,350 0 11,973
President & CEO 2000 145,411 25,000 0 0 0 0 5,664
Wesbanco Bank, Inc. 1999 131,397 20,000 0 0 0 0 4,952
John W. Moore, Jr. 2001 125,692 30,500 0 0 6,100 0 3,664
SVP - Human 2000 122,156 25,000 0 0 0 0 5,664
Resources 1999 118,929 20,000 0 0 0 0 4,952
(1) "All Other Compensation" includes the following: contributions to
the Corporation's KSOP Plan on behalf of each of the named executives
covered by the Plan.
(2) Includes long term incentive awards for Mr. Limbert of $10,000; Mr.
Schmitt $10,000; and Ms. Molnar $7,500. Long term incentive awards
were granted under the term of the Corporation Bonus Plan. Payments
of these grants will occur in three (3) equal and annual installments
beginning three (3) years after date of the grant.
9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
-------------------------------------
Potential Realizable
Value at Assumed
Annual Rate of Stock
Number of Securities %of Total Options/SARs Exercise or Appreciation for
Underlying Options/ Granted to Employees Base Price Expiration Option Term
Name SARs Granted(#) In Fiscal Year ($/Price) Date 5%($) 10%($)
--------------------------------------------------------------------------------------------------------
George 13,000 8.1% $20.74 04/18/11 $172,751 $437,785
Limbert 9,000 5.6 20.74 04/18/11 119,597 303,082
Yaeger 4,125 2.6 20.74 04/18/11 54,815 138,913
Schmitt 8,000 5.0 20.74 04/18/11 106,308 269,406
Molnar 7,350 4.6 20.74 04/18/11 97,671 247,517
Moore 6,100 3.8 20.74 04/18/11 81,060 205,422
--------------------------------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
---------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/
Shares Acquired Value Options/SARs at FY-end(#) SARs at FY-End ($)
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
--------------------------------------------------------------------------------------------------
George 0 0 19,899 12,000 $ 1,690 $ 3,380
Limbert 0 0 10,778 7,666 1,170 2,340
Yaeger 0 0 9,153 4,416 536 1,073
Schmitt 0 0 10,444 7,000 1,040 2,080
Molnar 0 0 2,450 4,900 956 1,911
Moore 0 0 6,699 5,067 793 1,586
--------------------------------------------------------------------------------------------------
PENSION PLAN TABLE
------------------
----------------------------------------------------------------------------
Remuneration ($) 15 20 25 30 35
----------------------------------------------------------------------------
150,000 69,837 87,782 99,728 100,000 100,000
160,000 72,447 92,262 100,000 100,000 100,000
175,000 73,491 111,604 118,950 118,950 118,950
200,000 73,491 111,604 118,950 118,950 118,950
250,000 73,491 111,604 118,950 118,950 118,950
300,000 73,491 111,604 118,950 118,950 118,950
350,000 73,491 111,604 118,950 118,950 118,950
400,000 73,491 111,604 118,950 118,950 118,950
----------------------------------------------------------------------------
Wesbanco maintains a defined benefit pension plan for all employees and
a Supplemental Employee Retirement Plan for certain executive officers. The
preceding pension plan table lists the approximate annual retirement benefits
(qualified plan and Supplemental Plan) an executive officer would receive if
he or she retired at age 65. Amounts are based on a 10 year term for the
Supplemental Plan and a full life annuity form for the defined benefit plan.
10
Under the defined benefit plan, a participant's compensation covered by
the Corporation's pension plan is the salary reported on the Form W-2 plus
Section 125 contributions made by the employee (as reported in the Summary
Compensation Table), for the 60 consecutive months out of the last 120
consecutive months of the participant's career for which such average is the
highest, or in the case of a participant who has been employed for less than
60 months, the period of his employment with the Corporation. Average
compensation for named executives as of the end of the last calendar year
is: Mr. George: $298,980; Mr. Limbert, $222,866; Mr. Yaeger: $197,763;
Mr. Schmitt: $189,647; Mrs. Molnar: $143,754; and Mr. Moore: $137,423.
The estimated years of service for each named executive are as follows:
Mr. George: 18.25; Mr. Limbert: 24.666; Mr. Yaeger: 29.333; Mr. Schmitt: 29;
Mrs. Molnar: 17.50; and Mr. Moore: 25.583.
In 1999, the Corporation approved and subsequently established a
Supplemental Employee Retirement Plan for certain executive officers,
including the individuals named in the Summary Compensation Table. Although
benefits under the plan are unsecured, the Corporation funded payment of such
benefits through bank owned life insurance arrangements where appropriate
or available. The plan is a non-qualified retirement benefit.
This plan provides for payment of a scheduled annual benefit at normal
retirement age of 65 of approximately 60% of salary at the time of adoption,
less the defined pension plan benefit, payable annually for a period of 10
years. The plan further provides, pursuant to a schedule, for (i) a reduced
early retirement benefit, (ii) a disability retirement benefit, and (iii) a
benefit payable upon a termination of employment other than due to death,
disability or retirement within three years after a change of control (as
defined in the plan) of the Corporation. Each of these annual benefits is
payable in monthly installments for a period of 10 years beginning with the
month following the date that the executive attains age 65.
Death benefits also are payable under the Supplemental Plan. If the
executive dies prior to any termination of employment with the Corporation,
the executive's designated beneficiary is entitled to a payment of a death
benefit under a split dollar life insurance agreement. If the executive dies
after payment of retirement benefits under the plan has commenced, any
remaining benefit payments will be paid to the executive's designated
beneficiary in the same manner as they would have been paid to the executive.
In addition, if the executive dies after termination of employment with the
Corporation and prior to the commencement of any payment of retirement
benefits under the plan, the executive's designated beneficiary will be
entitled to receive payment of the executive's retirement benefit under the
plan beginning with the month following the executive's death.
Mr. George's contract contains a similar benefit percentage, but it is
not funded with life insurance. His contract requires the performance of
continuing services under certain circumstances and contains a non-competition
provision. It likewise contains a death and disability benefit.
Assumed Change in Control Agreements
------------------------------------
Effective November 1, 1996, Commercial BancShares, Inc. ("Commercial"),
a company acquired by merger with a wholly owned subsidiary of the
Corporation, entered into employment continuity agreements with Mr. Mildren,
Jr. and Mr. Johnson. Except as noted, the agreements have identical
provisions and became operative upon a change in control of Commercial,
which occurred on March 31, 1998, with the acquisition by the Corporation.
Mr. Mildren's contract was amended June 1, 1999, and its term now extends to
March 31, 2002.
Under the agreements, the Corporation will continue to employ William E.
Mildren, Jr. and Larry G. Johnson for three years, or until their normal
retirement date, whichever is earlier. During that period, the terms and
conditions of the executive's employment, including salary, bonuses, and
employee benefit plans and programs, are fixed as of the day before the
control change date. The executive is entitled to continued compensation if
the executive's employment terminates during the employment period, but
subject to executive's offer to work that is rejected by the Corporation.
The executive is entitled to continued compensation equal to three times
the executive's base period income (paid in 36 monthly installments) if the
executive is terminated by the Corporation without cause ("cause" being
limited to executive's acts of theft, embezzlement, fraud, or moral
turpitude), or if executive voluntarily terminates employment within six
months after (a) the executive does not receive salary increases, bonuses,
and incentive awards comparable to the salary increases, bonuses, and
incentive awards the executive received in prior years or, if greater, that
other executives in comparable positions receive in the current year, or
(b) executive's compensation or employment related benefits are reduced; or
(c) executive's status, title(s), office(s), working conditions or management
responsibilities are diminished; or (d) executive's place of employment is
changed in any way without Executive's consent. Within 12 months after a
change in control, the executive may voluntarily terminate his employment
with the Corporation and, in such event, will be entitled to receive
continued compensation equal to his base period income, paid in 12 equal
monthly installments, and shall be free from the covenants not to compete
which are operative under other events of termination.
Jeremy C. McCamic, former Chief Executive Officer of American
Bancorporation, has entered into a consulting agreement with the Corporation
that became effective upon completion of the merger pursuant to which
11
he will provide such services as the Corporation may request from time to
time, and the Corporation will pay Mr. McCamic a monthly payment, plus
expenses, for his services. The monthly payment is $8,500.00 during the
first year, $8,000 during the second year, $7,500 during the third year,
$7,000 during the fourth year, $6,500 during the fifth year and $6,000
during the sixth year. The consulting agreement also provides that Mr.
McCamic will be appointed to the Wesbanco Board of Directors, its
Executive Committee and the Planning and Acquisitions Committee thereof to
serve until December 31, 2002. Mr. McCamic will be paid additional attendance
fees as a member of Wesbanco's Board of Directors, but will not receive the
quarterly retainer fee that would otherwise be payable to a member of
Wesbanco's Board of Directors. Upon election to emeritus status, Mr. McCamic
will be entitled to receive a monthly fee of $500 as an emeritus director.
Mr. McCamic's consulting agreement will terminate on the 6th anniversary of
the merger and provides generally that he may not engage in the banking
business within a 50 mile radius of Wheeling, WV, during the term of the
consulting agreement.
Under American's severance plan, Jeremy C. McCamic would have been
entitled to an annuity payment of $10,000 per month for 12 years or the
remainder of his life, whichever is longer, following a change of control of
American if, following the change of control, he was terminated or
voluntarily resigned because he was not provided an opportunity with the
acquiring organization with comparable authority and the same compensation
as he was then earning at American. Mr. McCamic entered into a severance
plan clarification agreement with American and the Corporation that provides
or the payment of a monthly annuity of $8,100 for the remainder of Mr.
McCamic's life with a minimum term certain of 12 years in full satisfaction
of the benefits that may otherwise have been payable to Mr. McCamic as a
result of the change of control of American. The agreement provides that
the parties intend to avoid the imposition of any excise tax under Section
280G of the Internal Revenue Code. In the event that an excise tax is
imposed on Mr. McCamic, Wesbanco has agreed to reimburse Mr. McCamic for
the amount of such excise tax. Mr. McCamic has assumed any income tax
liability arising from the excise tax reimbursement.
Corporation Change in Control Agreements
----------------------------------------
During 1999, the Corporation entered into agreements with the remaining
officers listed in the Summary Compensation Table and with certain other
officers to encourage those key officers not to seek other employment because
of the possibility of another entity's acquisition of the Corporation. These
agreements were designed to secure the executives' continued service and
dedication in the face of the perception that a change in control could occur,
or of an actual or threatened change in control. Because of the amount of
acquisition activity in the banking industry, the Board of Directors believed
that entering into these agreements was in the Corporation's best interest.
The 1999 agreements were not entered into because a change in control was
imminent.
The agreements operate only upon the occurrence of a "change in control"
as described below. Absent a "change in control", the agreements do not
require the Corporation to retain the executives in its employ or to pay them
any specified level of compensation or benefits.
Each agreement provides that if a change in control of the Corporation
or its bank subsidiary which employs the employee (collectively, the
"Subsidiary") occurs, the Corporation and the Subsidiary will be obligated to
continue to employ the executive during the time period starting upon the
occurrence of a change in control and ending two years thereafter (or, if
earlier, at the executive's retirement date under established rules of the
Corporation's tax-qualified retirement plan) (the "Term of Employment").
If, during the Term of Employment, the executive is discharged by the
Corporation or the Subsidiary without cause or resigns for good reason, then
the executive shall receive a lump sum payment equal to three 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 three years ending prior to the date of termination,
or the executive's bonus established for the annual bonus 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 equivalent to
those in effect immediately prior to the date of the change in control,
subject to reduction to avoid duplication with benefits of a subsequent
employer.
Generally, and subject to certain exceptions, a "change in control"
shall be deemed to have occurred if (a) final regulatory approval is obtained
for any party to acquire securities of the Corporation and/or the Subsidiary
representing 20% or more of the combined voting power of the Corporation's or
the Subsidiary's then outstanding securities; (b) there is during any two
consecutive years a significant change in the Corporation's or the
Subsidiary'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 Corporation's or the
Subsidiary's assets or certain significant reorganizations, mergers and
similar transactions involving the Corporation or the Subsidiary.
If an excise tax under Section 4999 of the Internal Revenue Code applies
to these payments, Wesbanco will pay the executive a reduced amount over an
extended period so that no excise tax is due.
12
Compensation Committee Report
-----------------------------
Members of the Compensation Committee consist of the non-salaried
members of the Executive Committee and one additional member of the Board of
Directors and include Messrs. Criss, Chalfant, Witschey, Hobbs, Strauss and
Tanner. The Committee also includes Mr. Gardill, the Chairman of the Board.
Generally, compensation policies are determined by the annual budget
process in which overall salary adjustment ranges are established based upon
a projected annual budgeted amount for salaries. The actual increases are
then allocated based on administration of the company's salary administration
program, a Hay-type system, and individual performance evaluations, which
are done each year on all employees, including executive officers. Salary
increases are also adjusted for merit increases and changes in duties and
responsibilities where warranted. The Committee also considered that
executive salaries for the Corporation's executives are somewhat lower than
industry peer group averages and have been moving closer to industry
standards, subject to corporate performance.
Corporation performance, including total shareholder return, is
considered in establishing the annual budget for salary increases, which is
the initial part of the process. Projected annual income growth and savings
through consolidation are considered in establishing the overall salary
increase range. Also, Corporation performance factors, including net income,
return on assets and return on equity, are considered in setting annual
bonuses. The bonuses are determined on a subjective basis.
Considerations affecting Mr. George's and Mr. Limbert's salaries and
bonuses for 2001 included the overall salary administration program of the
Corporation, the substantial reorganizational work involved in consolidating
the separate banking corporations into one bank and efforts to control loan
delinquency during the year. The Committee also considered the interest rate
environment in which the Corporation operated during the past year and the
improvement in the efficiency ratio achieved by the Corporation. Also the
Committee considered the overall increases granted to other employees in the
Corporation and the salary structure of peer group banks.
In considering Mr. George's and Mr. Limbert's compensation and the
bonuses paid to senior executive officers, the Committee considered published
compensation comparative data for certain regional bank holding companies
which compete in markets served by the Corporation and markets within
reasonable proximity thereto (hereinafter referred to as "Peer Group"). The
Peer Group information reflected that overall, relative to published survey
medians for base salary and total cash compensation in similar size
organizations, the Corporation's top executive group's base salaries and
total cash compensation are on the low side of competitive levels. Total
direct compensation is below competitive levels.
The Committee reaffirmed its goal of maintaining its base salary
structure at the middle of the appropriate competitive marketplace and
positioning actual salaries at the middle of the marketplace subject to
performance, longevity and evaluation.
COMPENSATION COMMITTEE
James C. Gardill, Chairman Christopher V. Criss
William E. Witschey Carter W. Strauss
Roland L. Hobbs Reed J. Tanner
R. Peterson Chalfant
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
Roland L. Hobbs, a member of the Compensation Committee, formerly served
as Chairman and President of the Corporation until June 1, 1990. He
continues to serve as a member of the Board of Directors and Executive
Committee of the Corporation.
James C. Gardill, also a member of the Compensation Committee, serves as
Chairman of the Board of the Corporation. Mr. Gardill does not receive a
salary for such position but did participate in the annual bonus program of
the Corporation for the year 2001. He does not participate in other benefit
programs of the Corporation. Mr. Gardill also is a partner in the law firm
Phillips, Gardill, Kaiser & Altmeyer, and acts as general counsel for the
Corporation. During the year 2001 fees aggregating $489,856.65 were paid to
the firm of Phillips, Gardill, Kaiser & Altmeyer for legal services rendered
to the Corporation and its banking affiliates.
13
Description of Employment Contracts
-----------------------------------
The Corporation and its subsidiaries provide certain executive officers,
including the executive officers named in the Summary Compensation Table,
with written Employment Contracts at their respective base annual salaries.
These contracts are all substantially the same and are structured on a
revolving three year term which is annually renewable. The contracts provide
for discharge for cause, and terminate in the event of the death of the
employee. If terminated by reason of the death of the employee, or without
cause, the employee or his designated beneficiary is entitled to a severance
payment equal to the greater of (i) six months of the employee's base salary,
or (ii) the base salary the employee would have received had he continued to
be employed throughout the end of the then existing term of the Agreement.
There are no golden parachute type provisions contained in the contracts.
Several directors have been appointed to the Board and subsequently
nominated for election pursuant to acquisition and merger related agreements.
Messrs. Mildren, Johnson, Tebay and Swearingen were appointed, nominated and
elected to the Board pursuant to the provisions of such an agreement. Under
the terms of the Merger Agreement with Commercial Bancshares, Inc., each of
the four (4) named directors were to serve full three (3) year terms.
Messrs. Mildren and Johnson were appointed to the Board effective March 31,
1998, were elected in the class of directors elected on April 15, 1998, and
have completed their three (3) year terms. Mr. Tebay was appointed to the
class whose term expired in 2000 and his full three (3) year term will expire
in 2003. Mr. Swearingen was appointed to the class whose term expired in
1999 and his full three (3) year term will expire in April, 2002.
Mr. McCamic and Mrs. Feinknopf were appointed to the Board and are
currently nominated for election pursuant to the Merger Agreement with
American Bancorporation. Under the terms of the Agreement, Mr. McCamic will
serve as a member of the Board until December 31, 2002, at which time he will
resign and the Corporation has agreed to appoint his son, Jay T. McCamic,
to the Board. Under the terms of the Agreement, the Corporation has agreed
to include Mrs. Feinknopf and Mr. Jay T. McCamic as recommended nominees
until each has served at least a full three (3) year term.
Description of Bonus Plan
-------------------------
Annually, the Compensation Committee of the Corporation makes a
determination as to the amount and allocation among the executive officers
of the Corporation of a bonus payable to such officers. The amount and
participants vary each year based on an assessment of profitability and
merit as determined by the Committee. A total of $531,000 in cash was
allocated and paid for such bonuses for the year 2001.
Wesbanco KSOP Plan
------------------
The Wesbanco Employee Stock Ownership and 401(k) Plan (the "Plan") is a
qualified non-contributory employee stock ownership plan with a deferred
savings plan feature under Section 401(k) of the Internal Revenue Code. The
employee stock ownership feature of the Plan (the "ESOP") was adopted by the
Corporation on December 31, 1986, and subsequently amended and restated
effective January 1, 1996, to add 401(k) pre-tax savings features
(the "KSOP"). All employees of the Corporation, together with all employees
of the subsidiary companies which adopt the Plan, are eligible to participate
in the ESOP portion of the Plan upon completion of a year of service and
attaining age 21. The 401(k) eligibility provisions permit participation
in the first calendar quarter subsequent to employment. All affiliates are
participants in the Plan. The Plan is administered by a Committee appointed
by the Board of Directors of the Corporation.
At the present time, the Plan Trust holds 831,128 shares or 3.9% of
Wesbanco Common Stock, of which 745,394 shares are allocated to specific
employee accounts as of December 31, 2001. The ESOP Trustee has available a
$2,000,000.00 borrowing capacity from an affiliated financial institution.
A balance of $1,572,353 was outstanding at December 31, 2001. The loan
originated during 2000 and is structured as a revolving line of credit, and
the unpaid balance of any borrowing is amortized over a five-year period at
an interest rate equal to the lender's base rate. The Corporation is
required to make annual payments to principal equal to 20% of the January
1st balance each year. Any balance due at maturity is to be paid in full or
refinanced. The ESOP is required to pledge the shares of employer securities
purchased with the proceeds of the loan as security for the loan. The
Corporation guaranteed the loan issuing a contribution commitment letter.
As securities are allocated to the accounts of participating employees, and
the loan balance paid down, they are released by the secured party.
Employer securities purchased with the proceeds of the loan are placed
in a suspense account and released, prorata, from such suspense account under
a formula which considers the amount of principal and interest paid for a
given period over the amount of principal and interest anticipated to be paid
for that period and all future periods. Shares released from the suspense
account, employer contributions, if any, and forfeitures are each allocated,
14
prorata, subject to limits imposed by the Code, to the accounts of individual
participants under a format which considers the amount of the participant's
compensation over the aggregate compensation of all participants.
Meetings of Board of Directors and Committees and Compensation of Members
-------------------------------------------------------------------------
The Board of Directors of the Corporation meets bimonthly, and the
Executive Committee of the Corporation meets monthly. Fees paid for
attendance at Board meetings and meetings of the Executive Committee are
$500.00. For the year 2001, the Directors received an annual fee of
$3,000.00 payable quarterly at the rate of $750.00 per quarter. During 2001,
the Board of Directors of the Corporation held six regular meetings and one
special meeting. Directors of the Corporation were also paid a fee of
$300.00 for attendance at meetings of special committees of the Corporation.
No annual or meeting fees are paid to Directors who are also active officers
of the Corporation or any of its affiliates. Fees in the total amount of
$98,300.00 were paid to Directors for attendance at meetings of the Board of
Directors of the Corporation and at meetings of all Committees of the
Corporation during the year 2001. In addition, fees in the aggregate amount
of $72,450.00 were credited to the accounts of those Directors who have
elected to participate in the Wesbanco, Inc. and All Affiliate Banks
Directors Deferred Compensation Plan, pursuant to which payment of fees for
attendance at meetings of the Board of Directors and committees established
by the Board may be deferred and deemed invested in Wesbanco Common Stock or
in a money market rate of interest account.
The Corporation does have a standing Compensation Committee. The
members of the Corporation's Compensation Committee include James C. Gardill,
Roland L. Hobbs, Carter W. Strauss, Christopher V. Criss, Reed J. Tanner,
William E. Witschey and R. Peterson Chalfant. The Compensation Committee
met two times during the year. The principal functions of the Committee are
to review and approve salary adjustments for officers, bonus recommendations,
executive compensation, overall salary and benefit costs, and the Performance
Based Key Executive Bonus and Option Plan.
The Corporation does have a standing Nominating Committee. Members of
the Corporation's Nominating Committee are Roland L. Hobbs, James C. Gardill,
Edward M. George and Christopher V. Criss. The Committee meets only when
vacancies are to be filled and did not meet during calendar year 2001. The
principal function of the Committee is to recommend individuals for election
to the Board of Directors. Security holder nominations may be considered by
the Committee if made in accordance with the Bylaw requirements. See
"Stockholders Intending to Nominate Candidates for Election to Board of
Directors Must Give Notice to Corporation."
Audit/Loan Review Committee
---------------------------
The Corporation has an Audit/Loan Review Committee ("Audit Committee").
All members are considered independent and the currently serving members are:
Christopher V. Criss, Chairman, Ray A. Byrd, Reed J. Tanner, Vaughn L. Kiger,
James E. Altmeyer, Carter W. Strauss, Fred T. Chambers and Rizal V.
Pangilinan. Several of the members of the Audit Committee are partners,
controlling shareholders or executive officers of an organization that has
a lending relationship with the banking affiliate of the Corporation, or
individually, they maintain such relationships. The Corporation's Board of
Directors has determined that such lending relationships do not interfere
with the director's exercise of independent judgment. Each of the Audit
Committee members satisfies the definition of independent director as
established by the NASD rules. The Corporation has adopted a formal charter
and the Audit Committee has reviewed and assessed the adequacy of the written
charter during the past year. A copy of the written charter is attached
hereto as Exhibit A and made a part hereof. The Audit Committee met five
(5) times in 2001.
The report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, except to the extent that
the Corporation specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.
Report of Audit Committee
-------------------------
The Audit Committee oversees the Corporation's financial reporting
process on behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting process
including the systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee reviewed the audited financial
statements in the Annual Report with management, including a discussion of
the quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in
the financial statements.
The Audit Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with accounting principles generally accepted in the
United States, their judgments as to the quality, not just the acceptability,
of the Corporation's accounting principles
15
and such other matters as are required to be discussed with the Audit
Committee under auditing standards generally accepted in the United States
and by codification of statements on auditing standards, AU 380. The Audit
Committee has received the written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No. 1,
as may be modified or supplemented, and has discussed with the independent
auditors the independent auditors' independence from management and the
Corporation and considered the compatibility of nonaudit services with the
auditors' independence.
The Audit Committee discussed with the Corporation's internal and
independent auditors and the credit quality officer the overall scope and
plans for and results of their respective audits. The Audit Committee meets
with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of
the Corporation's internal controls, credit quality and the overall quality
of the Corporation's financial reporting.
In reliance on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on
Form 10-K for the year ended December 31, 2001, for filing with the
Securities & Exchange Commission. This report is not deemed "soliciting
material" or deemed to be filed with the SEC or subject to Regulation 14A,
or to the liabilities of Section 18 of the Securities Exchange Act of 1934,
as amended, except to the extent requested by the Corporation or incorporated
by documents otherwise filed.
Submitted by:
AUDIT COMMITTEE:
Christopher V. Criss, Chairman Ray A. Byrd
Reed J. Tanner Vaughn L. Kiger
James E. Altmeyer Carter W. Strauss
Rizal V. Pangilinan Fred T. Chambers
Stockholders Intending to Nominate Candidates for
Election to Board of Directors Must Give Notice to Corporation
--------------------------------------------------------------
Under Section 2 of Article III of the bylaws of the Corporation, any
stockholder who intends to nominate, or cause to have nominated, a candidate
for election to the Board of Directors (other than any candidate proposed by
the Board of Directors) shall so notify the Secretary of the Corporation in
writing not less than thirty (30) days prior to the date of any meeting of
the stockholders at which Directors are to be elected, or five (5) days after
the giving of notice of such meeting, whichever is later. Only candidates
nominated in accordance with this section, other than candidates nominated by
the Board of Directors, shall be eligible for election to the Board of
Directors.
Proposals of Stockholders for Presentation at Next Year's
Annual Meeting, to be Held April 16, 2003
----------------------------------------------------------
Proposals which stockholders intend to present at next year's annual
meeting, to be held on Wednesday, April 16, 2003, will be eligible for
inclusion in the Corporation's proxy material for that meeting if they are
submitted to the Corporation in writing not later than November 15, 2002.
A proponent may submit only one proposal. At the time of the submission of
a proposal, a stockholder also may submit a written statement in support
thereof for inclusion in the proxy statement for the meeting, if requested
by the proponent; provided, however, that a proposal and its supporting
statement in the aggregate shall not exceed 500 words.
Independent Auditors
--------------------
Ernst & Young LLP served as independent auditors for the Corporation
and all affiliates for the year 2001. The services rendered by Ernst & Young
LLP during the year 2001 consisted primarily of auditing and tax services.
The Board of Directors has appointed Ernst & Young LLP as independent auditors
to audit the consolidated financial statements of the Corporation for the
year ending December 31, 2002. It is expected that a representative of the
accounting firm will be present at the stockholders meeting. Such
representative will have the opportunity to make a statement if such
representative desires to do so, and will be available to respond to
appropriate questions from the stockholders who are present.
Audit Fees. The aggregate fees of Ernst & Young LLP for professional
services rendered for the audit of the Corporation's annual financial
statements for 2001 and the reviews of the financial statements included in
the Corporation's Forms 10-Q for 2001 were approximately $194,250.
Financial Information Systems Design and Implementation Fees. No fees
were paid to Ernst & Young LLP for such services.
16
All Other Fees. Ernst & Young LLP provided other audit-related services
to the Corporation from time to time. The aggregate fees for these services
rendered in 2001 were approximately $179,435. Fees for audit services
provided to the Corporation approximated $91,675. Fees for all other services
provided to the Corporation approximated $87,760.
Matters to be Considered at the Meeting
---------------------------------------
Management has no knowledge of any matters, other than those referred
to above, which will be presented for consideration and action at the meeting.
As set forth in the Notice of the meeting, however, the stockholders will
have the right to consider and act upon such other matters as properly may
come before the meeting, and the enclosed form of proxy confers, upon the
holders thereof, discretionary authority to vote with respect to such matters.
Accordingly, if any such matters are presented, the holders of the proxies
will vote the shares of stock represented thereby in accordance with their
best judgment.
By order of the Board of Directors.
JAMES C. GARDILL
Chairman of the Board
Wheeling, West Virginia
March 15, 2002
17
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CORPORATION. AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF THE NOMINEES
LISTED ABOVE MAY BE WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT
THE NAME OF SUCH NOMINEE.
__________________________, 2002
_______________________________
Signature
_______________________________
Signature
(Please sign exactly as your name(s)
appears hereon. When signing as
Attorney, Executor, Administrator,
Trustee, Guardian, etc., give full
title as such. If you are signing
for someone else, you must send
documentation with this Proxy,
certifying your authority to sign.
If stock is jointly owned, each
joint owner should sign.)
R. S. Rowe & Company, Inc.; Job No. 10498; Proof of 3-7-02
(781) 849-9700; (212) 926-2444; (800) 324-6202; FAX No. (781) 849-9740
EMAIL Address: rsrowe@interserv.com
pm6\5th-3rd\WesBanco-Prx
Vote by Telephone
Have your proxy card available when you call the Toll-Free number
1-800-542-1160 using a touch-tone phone. You will be prompted to
enter your Control Number found on the reverse side and then you
can follow the simple prompts that will be presented to you to
record your vote.
Vote by Internet
Have your proxy card available when you access the website
http://www.votefast.com. You will be prompted to enter your Control
Number and then you can follow the simple prompts that will be presented
to you to record your vote.
Vote by Mail
Please mark, sign and date your proxy card and return it in the
postage-paid envelope provided or return it to: Corporate Trust Services,
P. O. Box 535800, Pittsburgh, Pennsylvania 15230.
Vote by Telephone Vote by Internet Vote by Mail
Call Toll-Free using a Access the Website and Return your proxy
touch-tone phone cast your vote in the postage-paid
1-800-542-1160 http://www.votefast.com envelope provided
Vote 24 hours a day, 7 days a week!
Your telephone and internet vote must be received by 11:59 P.M. Eastern
Standard Time on April 16, 2002 to be counted in the final tabulation.
Your Control Number is printed on the reverse side.
Your telephone and internet vote authorized the named proxies to vote your
shares in the same manner as if you had market, signed, dated and returned
your proxy card.
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 17, 2002
The undersigned hereby constitutes and appoints Roland L. Hobbs, R.
Peterson Chalfant and John A. Welty, or any one of them, attorneys and
proxies, with full power of substitution, to represent the undersigned at
the Annual Meeting of Stockholders of WesBanco, Inc., to be held at the
Ramada Plaza City Center Hotel, 1200 Market Street, Wheeling, West Virginia,
26003, on Wednesday, April 17, 2002, at 4:00 p.m., and at any adjournment
or adjournments thereof, with full power then possessed by the undersigned,
and to vote, at the meeting, or any adjournment or adjournments thereof,
all shares of stock which the undersigned would be entitled to vote if
personally, present, as follows:
(1) For the election to the Board of Directors, except as otherwise
specified below, of the following nominees, or any one or more of them:
For a term of three (3) years expiring at the annual stockholders
meeting in 2005:
(01) R. Peterson Chalfant (02) John H. Cheffy
(03) Abigail M. Feinkopf (04) John W. Kepner
(05) Jeremy C. McCamic (06) Joan C. Stamp
with full authority to cumulate the votes represented by such shares
and to distribute the same among the nominees in such manner and
number as said attorneys and proxies, in their discretion, may
determine.
(2) In accordance with the judgement of the said attorneys and proxies upon
such other matters as may be presented for consideration and action.