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Employee Benefit Plans
12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Employee Benefit Plans Employee Benefit Plans
 
(a)                                 Pension Plans 

We maintain noncontributory defined benefit pension plans covering substantially all employees and members of our board of directors. Retirement benefits are based on certain compensation levels, age, and length of service. Contributions are based on an actuarially determined amount to fund not only benefits attributed to service to date but also for those expected to be earned in the future. In addition, we have an unfunded Supplemental Executive Retirement Plan (“SERP”) to compensate those executive participants eligible for the defined benefit pension plan whose benefits are limited by Section 415 of the IRC.
 
We also sponsor a retirement savings plan in which substantially all employees participate. We provide a matching contribution of 100% of each employee’s contribution to a maximum of 4% of the employee’s compensation.

Effective August 1, 2020, the Pension Plan was amended to include a soft freeze. The soft freeze will allow those employees in an eligible position that were hired, rehired, or acquired on or before July 31, 2020, to continue to vest and accrue additional benefits for each year they are credited with 1,000 hours or more. Employees that are hired, rehired, acquired, or transfer to an eligible job classification on or after August 1, 2020 are not eligible to participate in the Pension Plan. 

Total expense for all retirement plans, including defined benefit pension plans, was approximately $4.5 million, $10.1 million and $8.2 million, for the years ended December 31, 2022, 2021 and 2020, respectively.                         
Components of net periodic pension cost and other amounts recognized in other comprehensive income: 

The following table sets forth components of net periodic pension cost and other amounts recognized in other comprehensive income for the years ended December 31, 2022, 2021 and 2020.
 Years ended December 31,
202220212020
Defined benefit pension plan:
Service cost$10,396 11,440 8,391 
Interest cost6,683 6,070 6,855 
Expected return on plan assets(15,454)(13,859)(12,362)
Amortization of prior service cost(2,257)(2,322)(2,322)
Amortization of the net loss1,525 4,156 3,695 
Net periodic pension cost, defined benefit pension plans893 5,485 4,257 
Other changes in defined benefit pension plan recognized in other comprehensive income:
Net (gain)/loss(28,222)(36,552)11,521 
Amortization of prior service cost2,257 2,322 2,323 
Total recognized in other comprehensive income(25,965)(34,230)13,844 
Total recognized in net periodic pension cost and other comprehensive income$(25,072)(28,745)18,101 
     
The estimated net gain and prior service credit for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic cost ending December 31, 2023 is $1.6 million and $1.5 million, respectively.

The following table sets forth information for the defined benefit pension plans’ funded status at December 31, 2022 and 2021:     
 December 31,
 20222021
Change in benefit obligation:  
Benefit obligation at beginning of year$246,934 258,589 
Service cost10,396 11,440 
Interest cost6,683 6,070 
Actuarial gain(70,121)(19,834)
Benefits paid(9,133)(9,331)
Benefit obligation at end of year184,759 246,934 
Change in plan assets:  
Fair value of plan assets at beginning of year239,438 216,872 
Actual return on plan assets(27,970)26,421 
Employer contributions456 5,476 
Benefits paid(9,133)(9,331)
Fair value of plan assets at end of period202,791 239,438 
Funded status at end of year$18,032 (7,496)
 
The following table sets forth the assumptions used to develop the net periodic pension cost:     
 Years ended December 31,
 202220212020
Discount rate2.75 %2.39 %3.14 %
Expected long-term rate of return on assets6.50 %6.50 %6.50 %
Rate of increase in compensation levels3.00 %3.00 %3.00 %
 
The following table sets forth the assumptions used to determine benefit obligations at the end of each period:
 Years ended December 31,
 202220212020
Discount rate4.99 %2.75 %2.39 %
Expected long-term rate of return on assets6.50 %6.50 %6.50 %
Rate of increase in compensation levels3.00 %3.00 %3.00 %
 
The expected long-term rate of return on assets is based on the expected return of each of the asset categories, weighted based on the median of the target allocation for each category. We use the FTSE (previously Citigroup) Pension Liability Index rates matching the duration of our benefit payments as of the measurement date to determine the discount rate.

The accumulated benefit obligation for the funded defined benefit pension plan was $182.3 million, $243.6 million, and $254.2 million at December 31, 2022, 2021 and 2020, respectively. The accumulated benefit obligation for all unfunded defined benefit plans was $2.5 million, $3.3 million, and $4.4 million at December 31, 2022, 2021 and 2020, respectively.
 
The following table sets forth certain information related to our pension plans:
 December 31,
 20222021
Projected benefit obligation$184,759 246,934 
Accumulated benefit obligation184,759 246,934 
Fair value of plan assets202,791 239,438 
 
Because of the current funding status, we do not anticipate a funding requirement during the year ending December 31, 2023.
 
The investment policy as established by the Plan Administrative Committee, to be followed by the Trustee, is to invest assets based on the target allocations shown in the table below. To meet target allocation ranges set forth by the Plan Administrative Committee, periodically, the assets are reallocated by the Trustee. The investment policy is reviewed periodically to determine if the policy should be changed. Pension assets are conservatively invested with the goal of providing market or better returns with below market risks. Assets are invested in a balanced portfolio composed primarily of equities, fixed income, and cash or cash equivalent investments. The Trustee tries to maintain an approximate asset mix position of 20% to 50% bonds and 30% to 60% equities.
 
A maximum of 10% may be invested in any one stock, including the stock of Northwest Bancshares, Inc. The objective of holding equity securities is to provide capital appreciation consistent with the ownership of the common stocks of medium to large companies. Acceptable bond investments are direct or agency obligations of the U.S. Government or investment grade corporate bonds. The average maturity of the bond portfolio shall not exceed ten years.
 
The following table sets forth the weighted average asset allocation of defined benefit plans:
 December 31,
 Target allocation20222021
Debt securities
20 – 50%
26 %25 %
Equity securities
30 – 60%
65 %66 %
Other
  5 – 50%
%%
Total 100 %100 %
 
All of the assets held by the defined benefit pension plan are measured and recorded at estimated fair value on our balance sheet on a recurring basis as Level 1 assets, as defined by the fair value hierarchy defined in Note 15. The following table sets forth the pension plan assets as of December 31, 2022 and 2021.
 December 31,
 20222021
Defined benefit pension assets:
Common stock$61,552 61,968 
Mutual funds121,826 154,676 
Money market funds9,208 11,946 
Other10,205 10,672 
Total defined benefit pension plan assets (1)$202,791 239,262 
(1) The defined benefit pension plan statement of net assets also includes accrued interest and dividends resulting in net assets available for benefits of $203.0 million and $239.4 million, respectfully.

The benefits expected to be paid in each year from 2023 to 2027 are $8.7 million, $9.0 million, $9.6 million, $9.9 million and $10.4 million, respectively. The aggregate benefits expected to be paid in the five years from 2028 to 2032 are $60.2 million. The expected benefits to be paid are based on the same assumptions used to measure our benefit obligations at December 31, 2022 and include estimated future employee service.
 
(b)                                 Post-retirement Healthcare Plan
 
In addition to pension benefits, we provide post-retirement healthcare benefits for certain employees who were employed as of October 1, 1993 and were at least 55 years of age on that date. We use the accrual method of accounting for post-retirement benefits other than pensions.
 
Components of net periodic benefit cost and other amounts recognized in other comprehensive income:
 
The following table sets forth the net periodic benefit cost for the post-retirement healthcare benefits plan for the years ended December 31, 2022, 2021 and 2020:                                            
 Years ended December 31,
 202220212020
Interest cost$40 42 26 
Amortization of net loss14 18 
Net period benefit cost$46 56 44 
 
The following table sets forth other changes in the post-retirement healthcare plan’s plan assets and benefit obligations recognized in other comprehensive income:                                             
 Years ended December 31,
 202220212020
Net loss/(gain)$183 (66)(51)
Total recognized in other comprehensive income$183 (66)(51)
Total recognized in net periodic benefit cost and other comprehensive loss$229 (10)(7)
 
The estimated net loss for the post-retirement healthcare benefit plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the year ending December 31, 2023 is $39,000.
The following table sets forth the funded status of the post-retirement healthcare benefit plan at December 31, 2022 and 2021:     
 December 31,
 20222021
Change in benefit obligation:  
Benefit obligation at beginning of year$1,560 1,807 
Interest cost40 42 
Actuarial loss/(gain)189 (53)
Benefits paid(268)(236)
Benefit obligation at end of year$1,521 1,560 
Change in plan assets:  
Employer contributions$268 236 
Benefits paid(268)(236)
Funded status at year end$(1,521)(1,560)

The assumptions used to develop the preceding information for post-retirement healthcare benefits are as follows: 
 Years ended December 31,
 202220212020
Discount rate2.75 %2.39 %3.14 %
Monthly cost of healthcare insurance per beneficiary (1) $415 343 370 
Annual rate of increase in healthcare costs5.00 %5.00 %4.00 %
(1)   Not in thousands.
     
If the assumed rate of increase in healthcare costs was increased by one percentage point to 6% from the level presented above, the interest cost component of net periodic post-retirement healthcare benefit cost would increase by $3,600 and the accumulated post-retirement benefit obligation for healthcare benefits would increase by $72,600.
 
The following table sets forth information for plans with an accumulated benefit obligation in excess of plan assets: 
 December 31,
 20222021
Projected benefit obligation$1,521 1,560 
Accumulated benefit obligation1,521 1,560 

(c)                                 Common Stock Awards

On April 18, 2018, shareholders approved the Northwest Bancshares, Inc. 2018 Equity Incentive Plan with 1,500,000 common shares authorized for award. From this plan, we awarded employees 261,091 common shares and outside directors 21,600 common shares with a grant date fair value of $9.71 per share (total market value of $2.7 million at issuance) on May 20, 2020. We also awarded employees 293,755 common shares and outside directors 27,000 common shares with a grant date fair value of $13.68 per share (total market value of $4.4 million at issuance) on May 25, 2021. Also during 2021, we awarded discretionary grants of 13,452 common shares with a weighted average grant date fair value of $13.76. During 2022, we awarded discretionary grants of 12,521 common shares with a weighted average grant date fair value of $13.98. These shares vest over a five or seven year period, depending on the date of grant, with the first vesting occurring on the date of grant. Total common shares forfeited from the 2018 plan were 224,814, of which 61,547 shares were forfeited during the year ended December 31, 2022. Forfeited shares may be awarded to other eligible recipients in future grants until the plan termination date in 2028. At December 31, 2022, there was compensation expense of $5.4 million to be recognized for unvested restricted common shares, with an expense recognition period remaining of three years.
On May 18, 2022, shareholders approved the Northwest Bancshares, Inc. 2022 Equity Incentive Plan with 3,500,000 shares authorized for award. From this plan, we awarded employees 150,027 restricted stock units (“RSUs”) with a weighted average discounted grant date fair value of $11.00 (total market value of $1.7 million at issuance) on May 18, 2022. The RSUs vest over a three-year period with the first vesting occurring one year from the grant date. The company awarded directors 41,206 restricted stock awards (“RSAs”) with a grant date fair value of $12.55 (total market value of $517,000 at issuance), which fully vest one-year from the grant date, on May 18, 2022. We also awarded employees 150,027 performance share units (“PSUs”) with a discounted grant date fair value of $10.26 (total market value of $1.5 million at issuance) on May 18, 2022. The number of PSUs earned will be based on attainment of certain performance criteria over a three-year period, with the actual number of shares issuable ranging between 0% and 150% of the number of PSUs granted. The PSUs have a three-year cliff vesting, from the date of grant, and any PSU’s earned will be issued after the vesting period. Also during 2022, we awarded RSU discretionary grants of 13,115 shares with a weighted average discounted grant date fair value of $12.69. Total shares forfeited from the 2022 plan were 26,282 as of December 31, 2022. At December 31, 2022, there was compensation expense of $1.2 million to be recognized recognized for awarded but unvested RSUs and $1.0 million to be recognized for awarded but unvested PSUs, with an expense recognition period remaining of 2.5 years. At December 31, 2022, there was compensation expense of $180,000 to be recognized for awarded but unvested RSAs, with an expense recognition period remaining of one year.
 
(d)                                  Stock Option Plans

    The Northwest Bancshares, Inc. 2018 Equity Incentive Plan also authorized the granting of 3,500,000 stock options authorized for award. On May 20, 2020, we granted employees 556,476 stock options and outside directors 57,600 stock options with an exercise price of $9.71 per share. On May 25, 2021, we granted employees 621,972 stock options and outside directors 72,000 stock options with an exercise price of $13.68 per share. There were no stock options granted during the year-ended December 31, 2022. These awarded stock options vest over a five-year period with the first vesting occurring on the grant date with a ten-year exercise period from the grant date.

The following table summarizes the activity in our option plans during the years ended December 31, 2022, 2021 and 2020 (amounts in this table are not in thousands):                                             
 Years ended December 31,
 202220212020
 NumberWeighted average
exercise price
NumberWeighted average
exercise price
NumberWeighted average
exercise price
Balance at beginning of year4,380,310 $14.05 5,243,172 $13.72 5,101,351 $14.28 
Granted (1)— — 693,972 13.68 614,076 9.71 
Exercised (2)(465,920)12.14 (1,219,581)12.28 (131,309)11.81 
Forfeited/expired(256,810)14.64 (337,253)14.59 (340,946)14.39 
Balance at end of year3,657,580 14.25 4,380,310 14.05 5,243,172 13.72 
Exercisable at end of year2,556,235 14.43 2,618,733 14.15 3,350,356 13.53 
(1)Weighted average fair value of options at grant date: N/A, $0.64 and $0.13, respectively.
(2)The total intrinsic value of options exercised was $839,000, $2.3 million and $444,000, respectively.
 
The aggregate intrinsic value of all options expected to vest and fully vested options at December 31, 2022 is $145,000 and ($1.1) million, respectively. The following table summarizes the number of options outstanding, number of options exercisable, and weighted average remaining life of all option grants as of December 31, 2022 (amounts in this table are not in thousands):
 
 
Exercise
price
$9.71
Exercise
price
$12.37
Exercise
price
$12.44
Exercise
price
$13.15
Exercise
price
$13.68
Options outstanding:
Number of options442,133 267,197 171,998 237,004 588,401 
Weighted average remaining contract life (years)7.52.50.51.58.5
Options exercisable:
Number of options213,249 224,951 171,998 219,395 257,543 
Weighted average remaining term - vested (years)7.52.50.51.58.5
 
 
Exercise
price
$14.15
Exercise
price
$15.57
Exercise
price
$16.59
Exercise
price
$17.27
Total
Average
$14.25
Options outstanding:
Number of options384,878 490,787 626,953 448,229 3,657,580 
Weighted average remaining contract life (years)3.54.55.56.55.2
Options exercisable:
Number of options302,162 355,907 504,215 306,815 2,556,235 
Weighted average remaining term - vested (years)3.54.55.56.53.8