125,298 restricted stock units represent the sum of three components in Northwest Bancshares' (NWBI) July 22, 2026 board action for chief executive Lou Torchio. The units cover shares rescinded from Torchio's December 2024 award after it exceeded plan limits, plus shares the Compensation Committee had planned to grant in the regular annual cycles of March 2025 and March 2026. Northwest Bancshares disclosed the award in an 8-K filed with the SEC on July 24, 2026.
Why the original $2 million award had to be partially rescinded
On November 20, 2024, the Compensation Committee and Board approved an RSU award valued at $2,000,000 divided by the closing price of NWBI shares on the grant date. The award became effective December 20, 2024. Northwest Bancshares' 2022 Equity Incentive Plan capped individual annual grants at $1,000,000. When the committee determined that a portion of the award exceeded that ceiling, it rescinded the excess on August 20, 2025.
The 2026 Plan raises the individual limit fivefold
Shareholders voted to approve the 2026 Equity Incentive Plan at the company's annual meeting on May 20, 2026. The new plan sets the annual individual grant limit at $5,000,000, compared to $1,000,000 under the 2022 Plan. That increase created the capacity to issue the New Award of 125,298 units, approved by the board July 22 and set to be effective on or about July 31, 2026.
Vesting structure and the retention calculus
The New Award carries the same vesting terms as the original December 2024 grant. Units vest on the first day following the fourth anniversary of the grant date, contingent on continued employment, and settle in two tranches: the first on the vesting date, the second six months after Torchio's termination following that date.
Accelerated vesting applies on death or disability, on a termination without cause or for Good Reason within 24 months following a change in control, or on the same type of termination after Torchio reaches age 65. He turns 65 in 2027. A pro-rated portion vests at separation if he departs without cause before age 65 and outside a change-in-control window.
The Compensation Committee's 2024 peer review found Torchio had been paid below the median for chief executives at peer companies, despite what the committee described as excellent performance since he took the role in August 2022. The filing states the award is intended to give Torchio incentive to remain as CEO past normal retirement age.
The full grant agreement will be filed as an exhibit to Northwest Bancshares' 10-Q for the fiscal quarter ending September 30, 2026.