WESBANCO, INC.

One Bank Plaza

Wheeling, West Virginia 26003

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held

April 19, 201718, 2018

TO THE STOCKHOLDERS OF WESBANCO, INC.:

The Annual Meeting of the Stockholders of Wesbanco, Inc. (“Wesbanco”) will be held in the Glessner Auditorium at Wilson Lodge, Oglebay Resort and Conference Center, Wheeling, West Virginia, 26003, on Wednesday, April 19, 2017,18, 2018, at 12:00 Noon E.D.T.

The purposes of the meeting are as follows:

(1) To elect sevensix persons to the Board of Directors. FiveDirectors to serve for a term of three years, one to serve for a term of one year and one to serve for a term of two years.

(2) To approve an advisory(non-binding) vote on executive compensation paid to Wesbanco’s named executive officers.

(3) To conduct an advisory(non-binding) vote on the frequency of future advisory votes on executive compensation.

(4) To approve an advisory(non-binding) vote ratifying the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2018.

(5) To approve the Wesbanco, Inc. Key Executive Incentive Bonus Option and Restricted Stock Plan, as amended, to increase the number of shares authorized for issuance.

(6)(4) To consider and act upon such other matters as may properly come before the meeting or any adjournment thereof.

The Board of Directors recommends a vote (1) in favor of the director nominees, (2) in favor of the executive compensation paid to Wesbanco’s named executive officers and (3) in favor of the one year option as the frequency of the stockholder advisory vote on the executive compensation paid to Wesbanco’s named executive officers, (4) in favor of the ratification of the appointment of Ernst & Young as our independent registered public accounting firm and (5) in favor of the amendment to the Wesbanco, Inc. Key Executive Incentive Bonus Option and Restricted Stock Plan, as amended, to increase the number of shares authorized for issuance.firm.The holders of the common stock of Wesbanco as of the close of business on March 3, 20172, 2018 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.

LINDA M. WOODFIN

Secretary

Wheeling, West Virginia

March 14, 201713, 2018

INDEX

PROXY STATEMENT

PROXY STATEMENT

OF

WESBANCO, INC.

One Bank Plaza

Wheeling, West Virginia 26003

ANNUAL MEETING OF STOCKHOLDERS

APRIL 19, 201718, 2018

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 in the Glessner Auditorium at Wilson Lodge, Oglebay Resort and Conference Center, Wheeling, West Virginia, 26003, at 12:00 Noon E.D.T. on Wednesday, April 19, 2017.18, 2018. This statement is first being mailed to the stockholders on or about March 14, 2017.13, 2018.

The Corporation is the parent company and the holder of all of the outstanding shares of the capital stock of Wesbanco Bank, Inc. (the “Bank”), Wheeling, West Virginia. The Corporation also maintains two other operating subsidiaries, namely, Wesbanco Securities, Inc., St. Clairsville, Ohio, and Wesbanco Insurance Services, Inc., Shinnston, West Virginia.

Proxies

The proxies are solicited by the Board of Directors of the Corporation (the “Board” or “Board of Directors”), 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 a later dated proxy, by written notice to the Corporation, or by appearing in person and voting at the Annual Meeting. Unless so revoked, the shares represented by all proxies will be voted, by the persons named in the proxies, at the Annual 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.

As an alternative to submitting the enclosed proxy, stockholders who hold shares directly in their name may vote over the Internet or by telephone by following the instructions set forth on the Proxy Card.

Delivery of Proxy Materials to Households

Annually, the Corporation mails to each registered stockholder at a shared address, not previously notified, a separate notice of its intention to household proxy materials. Beneficial stockholders (those who hold common shares through a financial institution, broker or other record holder) are notified of the house holding process by the record holder. Those registered and beneficial stockholders who are eligible and have notopted-out (as defined below) of the house holding process will receive one copy of the Corporation’s Annual Report to Stockholders for the year 20162017 and one copy of this Proxy Statement. A separate proxy card and a separate notice of the meeting of stockholders will continue to be included for each account at the shared address.

Registered stockholders who reside at a shared household and who would like to receive a separate Annual Report and/or a separate Proxy Statement (to“opt-out”), or have questions regarding the house holding process, may contact the Corporation’s transfer agent and registrar by calling (888)294-8217 or forwarding a written request addressed to Computershare Investor Services LLC, P.O. Box 30170, College Station, TX 77842-3170. Promptly upon request, a separate Annual Report and/or separate Proxy Statement will be sent. By contacting the

transfer agent, registered stockholders sharing an address can also request delivery of a single copy of annual reports or proxy statements if they are receiving multiple copies. Beneficial stockholders should contact their brokers, financial institutions, or other record holder for specific information on the house holding process as it applies to those accounts.

Stock Outstanding and Voting Rights

The authorized capital stock of the Corporation consists of 100,000,000 shares of common stock with a par value of $2.0833 per share (the “Common Stock”), and 1,000,000 shares of preferred stock without par value. Of the 100,000,000 shares of authorized Common Stock, as of March 3, 2017,2, 2018, there were 43,952,81744,055,832 shares issued and outstanding. There were no shares of preferred stock outstanding as of that date.

The authorized shares of preferred stock of the Corporation 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 the 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 the Corporation 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 Corporation, redemption rights, rights to convert their preferred stock into shares of Common Stock, and voting rights which would tend to dilute the voting control of the Corporation by the holders of the Corporation’s 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 brokernon-votes are counted in determining whether a quorum is present.Non-votes by banks, brokerage houses, custodians, nominees and other fiduciaries (“brokernon-votes”) and abstentions will be counted for the purpose of determining whether a quorum is present, but brokernon-votes will not be included for purposes of determining whether stockholder approval of a matter has been obtained. A brokernon-vote occurs when a broker, bank or other stockholder of record, in nominee name or otherwise, exercising fiduciary powers (typically referred to as being held in “street name”), submits a proxy for the Annual Meeting, but does not vote on a particular proposal because that broker or holder does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote those shares on routine matters, but not onnon-routine matters.Non-routine matters include, among other matters, the election of directors and actions on executive compensation. Therefore, if a beneficial owner of the Corporation’s Common Stock does not give the broker or nominee specific voting instructions on Items 1 2, 3 or 5,2, the holder’s shares will not be voted on those items and a brokernon-vote will occur. Brokers will have discretionary authority to vote on Item 4.3. Brokernon-votes will have no effect on the voting results for such proposals.

Stockholders of record as of the close of business on March 3, 20172, 2018 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 of the record date, as shown by the records of the transfer agent. 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 the stockholder may cast all of such votes for a single Director or distribute them among two or more Directors. The nominees receiving the highest number of “for” votes in each class—fivesix in the class of 2020, one in the class of 2018, and one in the class of 2019—2021—will be elected as Directors of the Corporation. Proxies marked as “withhold” (including proxies containing brokernon-votes) will not be counted as votes either “for” or “against” the nominee. Such withhold votes are not counted in the election of directors and do not affect the outcome.

Cumulative voting is not permitted with respect to Items 2 3, 4 or 5,3, approval of which will require that the number of votes favoring the proposal exceed the votes cast opposing the proposal, except with respect to Item 3. With respect to Item 3, if none of the three frequency periods (one year, two years or three years) receives an affirmative vote in excess of the aggregate number of votes cast in favor of the other two frequency periods, the Board of Directors will consider the option receiving the highest number of votes as the recommendation of the stockholders.proposal. Proxies marked as abstaining (including proxies containing brokernon-votes) will not be counted as votes “for” or “against” the proposals and will not affect the outcome of any of the proposals.

Beneficial Owners of More than 5% of the Common Stock of the Corporation

The entities listed in the table below were beneficial owners of 5% or more of the shares of Wesbanco’s Common Stock outstanding as of March 3, 2017,2, 2018, based on information filed with the SEC. A result of WesBanco’s recent acquisitions, Wesbanco Trust and Investment Services now owns less than 5% of Wesbanco’s Common Stock.

Based solely on an amended Schedule 13G filed on February 10, 2017,9, 2018, the Vanguard Group, Inc. (“Vanguard”) has indicated that it is the beneficial owner of 3,308,6183,684,506 shares of the Common Stock of the Corporation. It reported beneficial ownership as an investment adviser of 3,308,6183,684,506 shares for which it had sole voting power over 47,42247,757 shares, shared voting power over 5,845 shares, sole dispositive power over 3,257,2773,634,930 shares and shared dispositive power over 51,34149,576 shares.

Based solely on an amended Schedule 13G filed on February 9, 2017,2018, Dimensional Fund Advisors, LP (“Dimensional”) has indicated that it may be the beneficial owner of 3,189,4763,584,006 shares of the Corporation’s Common Stock with sole voting power over 3,082,3323,457,235 shares and dispositive power over all such3,584,006 shares in light of its furnishing investment advice to four investment companies and serving as investment manager to certain other commingled group trusts and separate accounts which own the shares since it possesses investment and/or voting power over the shares noted. Dimensional, however, disclaimed beneficial ownership of the shares.

Based solely on a Schedule 13G filed on January 27, 2017,23, 2018, BlackRock, Inc. (“BlackRock”) has indicated that it may be the beneficial owner of 2,602,2002,813,716 shares of the Common Stock of the Corporation for which it had sole voting power over 2,514,4112,717,276 shares and sole dispositive power over 2,602,2002,813,716 shares.

Ownership of Securities by Directors, Nominees and Officers

The following table sets forth the number of shares of the Corporation’s Common Stock beneficially owned by each nominee, each continuing director, each director who will not continue as a director beyond the Annual Meeting and each named executive officer of the Corporation, and all of its executive officers and directors as a group as of January 31, 2017.2018. There is no other class of voting securities issued and outstanding.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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% stockholders are required to furnish the Corporation with copies of all Section 16(a) reports 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 2016,2017, 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

Transactions with Related Persons

The Corporation generally considers credit relationships with directors and/or their affiliates to be immaterial and as not impairing the director’s independence so long as the terms of the credit relationship are similar to other comparable borrowers. The Corporation uses the following guidelines to determine the impact of a credit relationship on a director’s independence. The Corporation presumes that extensions of credit which comply with Federal Reserve Regulation O to be consistent with director independence. In other words, the Corporation does not consider normal, arms’ length credit relationships entered into in the ordinary course of business to negate a director’s independence.

Regulation O requires such loans to be made on substantially the same terms, including interest rates and collateral, and following credit-underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions by the Bank with other persons. Such loans also may not involve more than the normal risk of repayment or present other unfavorable features. Additionally, no event of default may have occurred (that is, such loans are not disclosed asnon-accrual, past due, restructured, or potential problems). The Board of Directors must review any credit to a director or his or her related interests that has become criticized in order to determine the impact that such classification has on the director’s independence. In addition, the Corporation does not consider to be independent any director who is also an executive officer of a company to which the Corporation has extended credit unless such credit meets the substantive requirements of Regulation O.

James C. Gardill, Director and Chairman of the Corporation, Denise Knouse-Snyder, a Director-nominee,Director, and Mr. Gardill’s son, J. Christopher Gardill are members of Phillips, Gardill, Kaiser & Altmeyer, PLLC, which serves as the Corporation’s primary outside legal counsel and its General Counsel as the Corporation does not maintain an internal legal staff. Fees aggregating $1,754,746$1,736,372 were paid to the law firm for legal services rendered to the Corporation and its affiliates during the year, which amount represented approximately 39.66%45.85% of the total amount paid to all law firms retained in 2016.2017. The Audit Committee does review and approve the engagement letter of the firm each year under the Corporation’s Related Party Transaction Policy.

Several directors have been appointed to the Board and subsequently nominated for election pursuant to acquisition and merger-related agreements. Ms. Feinknopf and Mr. McCamic were appointed to the Board pursuant to the merger agreement with American Bancorporation. D. Bruce Knox was appointed to the Board pursuant to the merger agreement with Oak Hill Financial, Inc. Richard G. Spencer was appointed to the Board pursuant to the merger agreement with Fidelity Bancorp, Inc. Under the terms of each of the agreements, the Corporation agreed to include them as recommended nominees until each served at least a full three year term, which obligations have been met as to all such directors. Ms. Zuschlag and Mr. Owen were appointed to the Board pursuant to the merger agreement with ESB Financial Corporation. Under the terms of the agreement, the Corporation has agreed to include Ms. Zuschlag and Mr. Owen as recommended nominees until they have served at least full three year terms. Mr. Libs and Mr. Stemler were appointed to the Board pursuant to the merger agreement with Your Community Bankshares, Inc. (“YCB”). Under the terms of the Agreement, the Corporation has agreed to include Mr. Libs and Mr. Stemler as recommended nominees until they have served at least full three year terms.

The brother of Jonathan D. Dargusch, Executive Vice President—Wealth Management, a named executive officer of the Corporation, is an equity member in Henderson Partners, LLC from which the Corporation leased a

new branch site pursuant to a lease dated March 13, 2013. The lease commenced upon completion of the construction on or about May 3, 2014 and has aten-year term with two five year renewal periods for a total of 20 years. Mr. Dargusch’s brother, William D. Dargusch, serves as the manager of the development in which the full service branch is located. Annual rent under the lease is as follows: the 1st five years the rent is $126,000 per year, for the 2nd five years the rent is $136,500 per year, for the 3rd five years the rent is $150,150 per year and

for the last five years the rent is $165,165 per year. The rent payable on the lease for 20162017 was $151,142.32,$150,450, which included other lessee expenses under the terms of the lease.

Charlotte A. Zuschlag has an employment contract through age 70 which provides an annual salary of $25,000 and continued coverage under the Corporation’s health insurance plan. She also receives director’s fees as approved by the Board of Directors on April 23, 2015, which arrangement was also reviewed and approved for 20162017 by the Audit Committee under the Corporation’s Related Party Transaction Policy.

Policies and Procedures for Approval of Related Party Transactions

The Corporation recognizes that related party transactions can present potential or actual conflicts of interest and create the appearance that corporate decisions are based on considerations other than the best interests of the Corporation and its stockholders. Therefore, the Board of Directors has adopted a formal, written policy with respect to related party transactions.

For the purpose of the policy, a “related party transaction” is a transaction in which the Corporation participates and in which any related party has a direct or indirect material interest, other than (i) transactions available to all employees or customers generally, (ii) transactions involving less than $120,000 when aggregated with all similar transactions, or (iii) loans made by the Bank in the ordinary course of business, made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and not involving more than the normal risk of collectability or presenting other unfavorable features.

Under the policy, any related party transaction must be reported to the Audit Committee and may be consummated or may continue only (i) if the Audit Committee, or Chairman thereof acting between meetings, approves or ratifies such transaction and if the transaction is on terms comparable to those that could be obtained in arm’s length dealing with an unrelated third party, (ii) if the transaction involves compensation that has been approved by the Compensation Committee, or (iii) if the transaction has been approved by the disinterested members of the Board of Directors. The Audit Committee may approve or ratify the related party transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in the best interests of the Corporation.

The current policy was formalized and adopted in February 2007, and subsequently revised on August 7, 2008. The Policy is reviewed annually by the Board of Directors and was last approved on August 25, 2016.24, 2017. All related party transactions which were required to be reported in this Proxy Statement were approved by either the Audit Committee or the Compensation Committee of the Board of Directors.

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, and the Board of Directors has determined that the Board shall consist of eighteen members through the date of the Annual Meeting of Stockholders as one director is retiring as of such date, and then seventeen members for the balance of the year 2017,2018, and has fixed the number of Directors to be elected to the Board of Directors at the forthcoming meeting at sevensix persons with five to serve for a term of three years which will expire at the annual stockholders meeting in 2020, one to serve for a term of one year which will expire at the annual stockholders meeting in 2018, and one to serve for a term of two years which will expire at the annual stockholders meeting in 2019.2021.

The Corporation and its banking subsidiary, the Bank, maintain separate boards, but the directors of the Corporation also serve as directors of the Bank.

There are no family relationships among the directors, nominees or executive officers of the Corporation, except that Abigail M. Feinknopf is the sister of Jay T. McCamic. A majority of the Corporation’s directors are independent as defined in Nasdaq listing standards. The Board has determined that all of the directors and nominees are independent, as that term is defined under the Nasdaq definition, except for Paul M. Limbert, James C. Gardill, Todd F. Clossin, Charlotte A. Zuschlag and Denise Knouse-Snyder.

Accordingly, the following persons have been nominated for election to the Board:

Nominees

A. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2020¹.2021.

Additional Information

For each director named above, the particular experience, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a director are as follows:

ABIGAIL M. FEINKNOPF has served as a member of the Board of Directors of the Corporation since March 1, 2002. She currently serves on the Marketing Committee and Insurance Committee of the Corporation. Ms. Feinknopf has extensive marketing experience in the Columbus, Ohio market, having served for years in a marketing and business development role in the Ohio architectural industry, representing Karlsberger Companies. She continues to provide marketing and business development consultation to Feinknopf Photography, also based in Columbus. Ms. Feinknopf is an artist and designer, and operates her own commission-based studio. She graduated from West Virginia University with a B.A. in English and also attended Capital University in Columbus, Ohio. She also represents significant share ownership and has prior bank board experience, having served on the Board of American Bancorporation and its wholly owned subsidiary, Wheeling National Bank. Her marketing background and experience, together with her stockholder interest and her knowledge of a key market in which the Corporation operates, Columbus, Ohio, make her a valuable member of our Board of Directors and qualified to serve.

JAY T. McCAMIC has served as a member of the Board of Directors of the Corporation since January 1, 2003, and is a member and Chairman of the Compensation Committee, and also a member of the Nominating Committee, and the Loan Review Committee of the Bank. He is a lawyer and President of McCamic, Sacco & McCoid, PLLC. Mr. McCamic is a graduate of the University of North Carolina and obtained his Doctor of Jurisprudence from West Virginia University College of Law. He is a member of numerous professional organizations and has actively practiced law for approximately 32 years. He has focused primarily on litigation and practices both in Pennsylvania and in West Virginia. He currently serves as Federal Criminal Justice Act District Representative for the Northern District of West Virginia. He has had a wide variety of experience in both civil and criminal legal matters including becoming designated as a “learned counsel” in federal capital cases. Mr. McCamic has prior bank board experience, having served on the Board of Directors of American Bancorporation and its wholly owned subsidiary, Wheeling National Bank. Mr. McCamic represents significant

share ownership and his legal background and training provide him with an excellent framework within which to offer advice and counsel in a highly regulated industry. Mr. McCamic’s work causes him to travel extensively in representing clients in multiple jurisdictions; therefore, providing valuable insight in economic trends and conditions in numerous markets. Mr. McCamic brings a stockholder perspective based on his representation of significant share ownership interests, a professional practitioner’s perspective on the regulatory environment within which the Corporation operates and numerous years of bank board experience which make him a valuable member of our Board of Directors and qualified to serve.

F. ERIC NELSON, JR. has served as a member of the Board of Directors of the Corporation since April 18, 2007. He also serves as a member of the Risk/Disclosure Committee of the Corporation and the Loan Review Committee of the Bank. Mr. Nelson is a member of the House of Delegates in West Virginia, where he is the current Chairman of the Finance Committee. Mr. Nelson has been President of Nelson Enterprises, Inc., a privately owned investment company in Charleston, West Virginia, since 2005, and was general partner of Mountaineer Capital, LP, a venture capital firm from 2000 to 2005. Mr. Nelson has a degree in Business Administration and Accounting from Washington and Lee University and is the former Treasurer of City Holding Company and a former member of the executive management team of City Holding Company where he exercised direct responsibility for asset liability management, investment portfolio management and a broker/dealer subsidiary. In addition, the closely held family company which he currently operates, Nelson Enterprises, is a diversified investment company focusing on real estate, natural resources, money management and entrepreneurial activity in the Appalachian Region. Mr. Nelson brings experience as a former executive officer with another financial institution, extensive experience in investment management and analysis and a current perspective on economic activity in Charleston and in West Virginia in general, a key market within which the Corporation operates. Given his extensive banking background, his financial analytical skills and perspective on economic development initiatives in West Virginia, and his public service, Mr. Nelson is a valuable member of our Board and qualified to serve.

TODD F. CLOSSIN has served as a member of the Board of Directors of the Corporation since 2014. He is currently President and Chief Executive Officer of the Corporation. Mr. Clossin is also a member of the Executive Committee of the Board, the Risk/Disclosure Committee and the Executive Loan Committee and Trust Committee of the Bank. Mr. Clossin formerly served as Executive Vice President and Chief Administrative Officer for Fifth Third Bank. At Fifth Third, Mr. Clossin served in many retail and commercial capacities and was most recently responsible for strategic planning, marketing, customer experience, distribution strategies, sourcing, facilities, sustainability, social media and analytics. His career with Fifth Third also included serving as President and Chief Executive Officer, Fifth Third Bank Midwest and Midsouth Regions from 2010 to 2011, President and Chief Executive Officer, Fifth Third Bank Midwest and Florida Regions from 2009 to 2010, President and Chief Executive Officer, Fifth Third Bank Midwest Region from 2006 to 2009, President and Chief Executive Officer, Fifth Third Bank North Ohio Region from 2005 to 2006 and President and Chief Executive Officer, Fifth Third Bank Tennessee from 2002 to 2005. In his 32 year banking career, Mr. Clossin also served in various capacities with Key Bank and Society Bank in Columbus, Dayton, Cleveland and Canton. Mr. Clossin is a graduate of Mount Union College where he received a B.A. in Business Administration and a graduate of Akron University where he received an MBA. He is also a graduate of the Darden School of Business Advanced Commercial Lending Program, Weatherhead School of Business Executive Leadership Program, Center of Creative Leadership’s Leadership at the Peak Program and Stanford University’s Strategy and Organization Program. Mr. Clossin’s experience in banking and especially in many of the markets in which the Corporation operates, make him qualified to serve on the Board of Directors of the Corporation.

DENISE KNOUSE-SNYDER has served as a member of the Board of Directors of the Corporation since April 20, 2016. She currently serves as a member of the Marketing Committee of the Corporation and the Executive Loan Committee of the Bank. She is a resident of the Wheeling, West Virginia, area. Ms. Knouse-Snyder, an attorney, is currently a member of the law firm of Phillips, Gardill, Kaiser & Altmeyer, PLLC in Wheeling, West Virginia, and has served in that capacity from 2000 to the present. She formerly served as an associate attorney with the firm from 1995 to 2000. She has extensive experience with structuring, drafting and

negotiating commercial transactions and loans, acquisitions and workouts for financial institutions, business entities and individuals. The focus of her current practice includes financial services litigation, commercial and banking law, creditors’ rights and bankruptcy law. She is a member of the West Virginia State Bar, is admitted to practice before the United States District Court, Northern and Southern Districts, United States Tax Court, United States Court of Appeals for the Fourth Circuit, various Circuit Courts in West Virginia, and the West Virginia Supreme Court of Appeals. She has served in various bar association capacities for the Ohio County Bar Association and the West Virginia State Bar and is a member of the American Bar Association. She also is a member of the West Virginia Bankruptcy Bar. She currently serves as a member of the Board of Directors of the Easter Seal Rehabilitation Center, Inc. located in Wheeling, West Virginia. She has an undergraduate degree from West Virginia University in accounting and is a graduate of the West Virginia University College of Law with a juris doctor degree in 1995 and was a member of the Order of the Coif. Her extensive experience in structuring, drafting and negotiating commercial transactions for Wesbanco for the last 21 years is an invaluable skill and knowledge base for the Board of Directors as is her regulatory and legal expertise.

B. Director Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2018.

Additional Information

For each director named above, the particular experience, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a director are as follows:

ROBERT J. FITZSIMMONS is a nominee to fill the position of Ernest S. Fragale, a retiring director who is not eligible forre-election under the age 70 provision of the Bylaws. Mr. Fitzsimmons is a lawyer and a member of the Fitzsimmons Law Firm, PLLC since May of 2004. He also is a member in RCK1 Group, LLC, the owner and operator of two local radio stations and a member in BOT, LLC the owner and manager of a commercial office building. He previously served as a West Virginia State Senator from January 2013 through 2015. He also has prior public company experience, having served as a director of First West Virginia Bancorp., a West Virginia bank holding company from May of 2014 until February of 2018. Mr. Fitzsimmons is a graduate of Washington University with a B.S. degree in Biomedical Engineering and is a graduate of Wake Forest University College of Law with a Juris Doctor degree. Mr. Fitzsimmons has prior bank board experience, prior public company experience, represents a significant family shareholder and customer relationship and has both a legal and public service background, all of which makes him qualified to serve.

D. BRUCE KNOX has served as a member of the Board of Directors of the Corporation since November 30, 2007. He currently serves as a member of the Audit Committee and the Personnel and Post Retirement Committee of the Corporation. Mr. Knox formerly served as Executive Vice President of Oak Hill Banks from December 2007 to May 2008. He also previously served as Executive Vice President of Oak Hill

Financial, Inc. from January 2005 to December 2007 and Chief Information Officer from January 2000 to December 2007. Mr. Knox has approximately 21 years of banking experience centered principally in operations, data processing and asset liability management. His extensive experience in information technology and service as a chief information officer for a regional banking corporation make him uniquely suited to offer advice and counsel on strategic direction in information technology. He has been instrumental in providing advice to the Corporation on its technology initiatives and in expanding its internet banking products. Mr. Knox’s extensive experiences in banking and information technology make him a valuable member of our Board of Directors and qualify him to serve.

GARY L. LIBS has served as a member of the Board of Directors of the Corporation since September 9, 2016. He currently serves as a member of the Executive Committee. He previously served as Chairman of the Board of Directors of YCB from May of 2011 until its merger with the Corporation on September 9, 2016. He served as Vice Chairman of the Board of Directors from May 2002 until May 2011. He also served as a Director (since 1989) and Chairman of the Board (from May 2002 until May 2011) of Your Community Bank. He has been President and Chief Executive Officer of Libs Paving Co., Inc. in Floyds Knobs, Indiana, since 1972, and President and Chief Executive Officer of Asphalt Supply Co. in Jeffersonville, Indiana, since 1992. As President and Chief Executive Officer of his own businesses, Mr. Libs has extensive leadership, financial, and operational experience. Mr. Libs has a good understanding of compensation evaluation. He has been a part of Libs Paving for 4245 years and brings that experience to the Corporation. Mr. Libs’ experience in the preparation, analysis and evaluation of financial statements and understanding of internal controls and procedures for financial reporting strengthens the Board’s collective qualifications, skills and experience.

C. Director Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2019.

Additional Information

For each director named above, the particular experience, qualifications, attributes or skills that led the Board to conclude that he or she should serveRONALD W. OWEN has served as a director are as follows:

KERRY M. STEMLER served as Chairmanmember of the Board of Your Community Bank from May 2011 until its merger withDirectors of the Corporation since February 10, 2015, having been appointed pursuant to the Corporation’s merger agreement with ESB. He currently serves as a member of the Insurance Committee. Mr. Owen has prior bank board experience, having served on September 9, 2016.the Board of Directors of ESB Bank. He is currently Vice President of Fidelity National Title Insurance Company, Pittsburgh, PA. He previously served as Senior Relationship Executive for First American Title in Pittsburgh from February, 2009 to October, 2014. Mr. Owen has over 31 years of service in the title insurance industry in the Pittsburgh market, having held various senior management positions. Mr. Owen also previously served 12 years in the Savings and Loan industry in a senior officer capacity. Mr. Owen is a graduate of Thiel College, Greenville, PA. Mr. Owen’s knowledge of the real estate environment in one of the key markets of the Corporation and his prior bank board experience qualifies him to serve as a member of the Board and makes him a valuable addition to the Board of Directors.

REED J. TANNER has served as a Directormember of YCBthe Board of Directors of the Corporation since December 30, 1996. Mr. Tanner is a member of our Audit Committee. Mr. Tanner is a Certified Public Accountant and Your Communityis our designated financial expert on the Audit Committee. He is a member of Suttle & Stalnaker, PLLC into which RTanner Associates, PLLC was recently merged. He was a member of RTannerAssociates, PLLC, since 2009, and with the firm Dixon Hughes, PLLC and several predecessor accounting firms. Mr. Tanner is a graduate of Northwestern University and West Virginia University and is a licensed Certified Public Accountant actively practicing in Morgantown, West Virginia. Mr. Tanner has prior bank board experience having served on the Board of Vandalia National Corporation and its wholly owned subsidiary, The National Bank

CHARLOTTE A. ZUSCHLAG has served as a member of the Board of Directors of the Corporation since 1994. He hasFebruary 10, 2015, having been appointed pursuant to the Corporation’s merger agreement with ESB.

Ms. Zuschlag is also a member of the Executive Committee and the Enterprise Risk Committee of the Corporation. Ms. Zuschlag was formerly the President and Chief Executive Officer of KM Stemler Company,ESB and its banking subsidiary, ESB Bank, a commercialposition she held since 1991. Ms. Zuschlag is actively involved in business and industrial general contracting firmcivic organizations in the Southern Indiana/Metro Louisville, KentuckyWestern Pennsylvania market area that Mr. Stemler has ownedwhich represents a key geographical market for the Corporation. Her extensive experience in the banking industry, share ownership and operated since 1981. He is an owner/prior board experience affords the Board with valuable insight and qualifies her to serve as a member of several commercial real estate property leasing and development companies in the region. Properties leased and developed include Class A office space, truck terminals, commercial warehousing and advanced manufacturing facilities. Mr. Stemler has been appointed by the Governor of Indiana to the Indiana Finance Authority and the Ohio River BridgesBi-State Authority, where he served asCo-Chair. Mr. Stemler is Past Chair of the Indiana State Chamber of Commerce and continues to serve on the State Chamber’s Board of Directors and Executive Committee. He is the current Chair of Greater Louisville Inc., the Chamber of Commerce for Metro Louisville. He also serves on the advisory board of Mountjoy Chilton Medley LLP, an accounting and business advisory firm headquartered in Louisville. Mr. Stemler has an understanding of complex financial reports and banking transactions. He has experience with banking regulations and compliance issues. His community involvement gives him the opportunity to offer unique insights to the Corporation. Mr. Stemler’s extensive financial, management operational and strategic planning experience strengthens the Board’s collective qualifications, skills and experience.Directors.

Each nominee has indicated that he or she is willing and able to serve on the Board. In the event that, at any time prior to the Annual 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.

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. The Board of Directors is soliciting discretionary authority to cumulate votes in the election of Directors, 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.

Continuing Directors

In addition to the foregoing nominees, the following persons presently are serving as members of the Board of Directors:

A. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2018.2020.

Additional Information

For each director named above, the particular experience, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a director are as follows:

ERNEST S. FRAGALETODD F. CLOSSIN has served as a member of the Board of Directors of the Corporation since August 20, 1996.2014. He is currently President and Chief Executive Officer of the Corporation. Mr. FragaleClossin is also a member of the Executive Committee of the NominatingBoard, the Enterprise Risk Committee, the Disclosure Committee and Audit

the Executive Loan Committee and Trust Committee of the Corporation. He has beenBank. Mr. Clossin formerly served as Executive Vice President of Daisy Development Co. of Bridgeport, West Virginia, which is a privately owned real estate development company, since 1987.and Chief Administrative Officer for Fifth Third Bank. At Fifth Third, Mr. FragaleClossin served in many retail and commercial capacities and was most recently responsible for strategic planning, marketing, customer experience, distribution strategies, sourcing, facilities, sustainability, social media and analytics. His career with Fifth Third also included serving as President and Chief Executive Officer, Fifth Third Bank Midwest and Midsouth Regions from 2010 to 2011, President and Chief Executive Officer, Fifth Third Bank Midwest and Florida Regions from 2009 to 2010, President and Chief Executive Officer, Fifth Third Bank Midwest Region from 2006 to 2009, President and Chief Executive Officer, Fifth Third Bank North Ohio Region from 2005 to 2006 and President and Chief Executive Officer, Fifth Third Bank Tennessee from 2002 to 2005. In his 33 year banking career,

Mr. Clossin also served in various capacities with Key Bank and Society Bank in Columbus, Dayton, Cleveland and Canton. Mr. Clossin is a graduate of Fairmont StateMount Union College where he received a B.A. in Business Administration and a graduate of Akron University where he received an MBA. He is also a graduate of the former PresidentDarden School of Business Advanced Commercial Lending Program, Weatherhead School of Business Executive Leadership Program, Center of Creative Leadership’s Leadership at the Peak Program and CEO of two mortgage banking companies, one of which was sold to the Corporation.Stanford University’s Strategy and Organization Program. Mr. Fragale has extensiveClossin’s experience in residentialbanking and commercial real estate and his mortgage company specializedespecially in packaging and selling mortgagesmany of the markets in the secondary market. Mr. Fragale is also active in the North Central, West Virginia, market, a key market forwhich the Corporation and, therefore, provides valuable insight and advice on economic activity and trends in that market. His mortgage background and financial experienceoperates, make him a valuable member ofqualified to serve on the Board of Directors and qualify him to serve on our Board.of the Corporation.

D. BRUCE KNOXABIGAIL M. FEINKNOPF has served as a member of the Board of Directors of the Corporation since November 30, 2007. HeMarch 1, 2002. She currently serves as a member ofon the AuditMarketing Committee and the Personnel and Post RetirementInsurance Committee of the Corporation. Mr. Knox formerly served as Executive Vice President of Oak Hill Banks from December 2007 to May 2008. He also previously served as Executive Vice President of Oak Hill Financial, Inc. from January 2005 to December 2007 and Chief Information Officer from January 2000 to December 2007. Mr. KnoxMs. Feinknopf has approximately 20 years of banking experience centered principally in operations, data processing and asset liability management. His extensive marketing experience in information technologythe Columbus, Ohio market, having served for years in a marketing and service asbusiness development role in the Ohio architectural industry, representing Karlsberger Companies. She continues to provide marketing and business development consultation to Feinknopf Photography, also based in Columbus. Ms. Feinknopf is an artist and designer, and operates her own commission-based studio. She graduated from West Virginia University with a chief information officer forB.A. in English and also attended Capital University in Columbus, Ohio. She also represents significant share ownership and has prior bank board experience, having served on the Board of American Bancorporation and its wholly owned subsidiary, Wheeling National Bank. Her marketing background and experience, together with her stockholder interest and her knowledge of a regional banking corporation make him uniquely suited to offer advice and counsel on strategic directionkey market in information technology. He has been instrumental in providing advice towhich the Corporation on its technology initiatives and in expanding its internet banking products. Mr. Knox’s extensive experiences in banking and information technologyoperates, Columbus, Ohio, make himher a valuable member of our Board of Directors and qualify himqualified to serve.

RONALD W. OWENDENISE KNOUSE-SNYDER has served as a member of the Board of Directors of the Corporation since February 10, 2015, having been appointed pursuant to the Corporation’s merger agreement with ESB. HeApril 20, 2016. She currently serves as a member of the Insurance Committee. Mr. Owen has prior bank board experience, having served on the Board of Directors of ESB Bank. He is currently Vice President of Fidelity National Title Insurance Company, Pittsburgh, PA. He previously served as Senior Relationship Executive for First American Title in Pittsburgh from February, 2009 to October, 2014. Mr. Owen has over 30 years of service in the title insurance industry in the Pittsburgh market, having held various senior management positions. Mr. Owen also previously served 12 years in the SavingsAsset/Liability Management Committee and Loan industry in a senior officer capacity. Mr. Owen is a graduate of Thiel College, Greenville, PA. Mr. Owen’s knowledge of the real estate environment in one of the key marketsMarketing Committee of the Corporation and his prior bank boardthe Executive Loan Committee of the Bank. She is a resident of the Wheeling, West Virginia, area. Ms. Knouse-Snyder, an attorney, is currently a member of the law firm of Phillips, Gardill, Kaiser & Altmeyer, PLLC in Wheeling, West Virginia, and has served in that capacity from 2000 to the present. She formerly served as an associate attorney with the firm from 1995 to 2000. She has extensive experience qualifies himwith structuring, drafting and negotiating commercial transactions and loans, acquisitions and workouts for financial institutions, business entities and individuals. The focus of her current practice includes financial services litigation, commercial and banking law, creditors’ rights and bankruptcy law. She is a member of the West Virginia State Bar, is admitted to servepractice before the United States District Court, Northern and Southern Districts, United States Tax Court, United States Court of Appeals for the Fourth Circuit, various Circuit Courts in West Virginia, and the West Virginia Supreme Court of Appeals. She has served in various bar association capacities for the Ohio County Bar Association and the West Virginia State Bar and is a member of the American Bar Association. She also is a member of the West Virginia Bankruptcy Bar. She currently serves as a member of the Board of Directors of the Easter Seal Rehabilitation Center, Inc. located in Wheeling, West Virginia. She has an undergraduate degree from West Virginia University in accounting and makes himis a valuable addition tograduate of the West Virginia University College of Law with a juris doctor degree in 1995 and was a member of the Order of the Coif. Her extensive experience in structuring, drafting and negotiating commercial transactions for Wesbanco for the last 22 years is an invaluable skill and knowledge base for the Board of Directors.Directors as is her regulatory and legal expertise.

REED J. TANNERJAY T. McCAMIC has served as a member of the Board of Directors of the Corporation since December 30, 1996. Mr. TannerJanuary 1, 2003, and is a member and Chairman of our Audit Committee. Mr. Tannerthe Compensation Committee, and also a member of the Nominating Committee, and the Loan Review Committee of the Bank. He is a Certified Public Accountantlawyer and President of McCamic, Sacco & McCoid, PLLC. Mr. McCamic is our designated financial expert ona graduate of the Audit Committee.University of North Carolina and obtained his Doctor of Jurisprudence from West Virginia University College of Law. He is a member of Suttle & Stalnaker, PLLC into which RTanner Associates, PLLC was recently merged.numerous professional organizations and has actively practiced law for approximately 33 years. He was a member of RTanner Associates, PLLC, since 2009,has focused primarily on litigation and with the firm Dixon Hughes, PLLCpractices both in Pennsylvania and several predecessor accounting firms. Mr. Tanner is a graduate of Northwestern University and West Virginia University and is a licensed Certified Public Accountant actively practicing in Morgantown, West Virginia. He currently serves as Federal Criminal Justice Act District Representative for the Northern District of West Virginia. He has had a wide variety of experience in both civil and criminal legal matters including becoming designated as a “learned counsel” in federal capital

cases. Mr. TannerMcCamic has prior bank board experience, having served on the Board of Vandalia National CorporationDirectors of American Bancorporation and its wholly owned subsidiary, TheWheeling National Bank of West Virginia.Bank. Mr. Tanner is also a member of the West Virginia Board of Accountancy. Mr. Tanner providesMcCamic represents significant expertise and experience to the Audit Committeeshare ownership and his familiaritylegal background and training provide him with accounting principlesan excellent framework within which to offer advice and standards providecounsel in a highly regulated industry. Mr. McCamic’s work causes him to travel extensively in representing clients in multiple jurisdictions; therefore, providing valuable insight in economic trends and advice toconditions in numerous markets. Mr. McCamic brings a stockholder perspective based on his representation of significant share ownership interests, a professional practitioner’s perspective on the Board of Directors and its Audit Committee. Mr. Tanner also has considerable business experience, having worked in the public accounting profession for a significant number of years and, therefore, serves in an important advisory role to the Board. Given Mr. Tanner’s financial expertise and background and his ability to navigate a strict regulatory environment Mr. Tanner iswithin which the Corporation operates and numerous years of bank board experience which make him a valuable member of our Board of Directors and qualified to serve.

CHARLOTTE A. ZUSCHLAGF. ERIC NELSON, JR. has served as a member of the Board of Directors of the Corporation since February 10, 2015, having been appointed pursuant to the Corporation’s merger agreement with ESB.

Ms. Zuschlag isApril 18, 2007. He also a member of the Executive Committee and the Risk/Disclosure Committee of the Corporation. Ms. Zuschlag was formerly the President and Chief Executive Officer of ESB and its banking subsidiary, ESB Bank, a position she held since 1991. Ms. Zuschlag is actively involved in business and civic organizations in the Western Pennsylvania market which represents a key geographical market for the Corporation. Her extensive experience in the banking industry, share ownership and prior board experience affords the Board with valuable insight and qualifies her to serveserves as a member of the Enterprise Risk Committee of the Corporation and is a member and Chairman of the Loan Review Committee of the Bank. Mr. Nelson is a member of the House of Delegates in West Virginia, where he is the current Chairman of the Finance Committee. Mr. Nelson has been President of Nelson Enterprises, Inc., a privately owned investment company in Charleston, West Virginia, since 2005, and was general partner of Mountaineer Capital, LP, a venture capital firm from 2000 to 2007. Mr. Nelson has a degree in Business Administration and Accounting from Washington and Lee University and is the former Treasurer of City Holding Company and a former member of the executive management team of City Holding Company where he exercised direct responsibility for asset liability management, investment portfolio management and a broker/dealer subsidiary. In addition, the closely held family company which he currently operates, Nelson Enterprises, is a diversified investment company focusing on real estate, natural resources, money management and entrepreneurial activity in the Appalachian Region. Mr. Nelson brings experience as a former executive officer with another financial institution, extensive experience in investment management and analysis and a current perspective on economic activity in Charleston and in West Virginia in general, a key market within which the Corporation operates. Given his extensive banking background, his financial analytical skills and perspective on economic development initiatives in West Virginia, and his public service, Mr. Nelson is a valuable member of our Board of Directors.and qualified to serve.

B. Directors Whose Term of Office Will Expire at the Annual Stockholders Meeting in 2019.

Additional Information

For each director named above, the particular experience, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a director are as follows:

STEPHEN J. CALLEN has served as a member of the Board of Directors of the Corporation since April 20, 2016. He serves as a member of the Loan Review Committee of the Bank. He is a resident of the Morgantown,

West Virginia, area. Mr. Callen is a CPA (inactive) and has extensive business experience in the North Central region of West Virginia. In addition, Mr. Callen formerly served on the Board of Directors, as well as in an executive capacity, for the West Virginia Junior College System, which operates in West Virginia, Ohio and Pennsylvania. He served as Chief Financial Officer from July 1, 1987, to July 1, 2012. He has also served as Vice President of Gold Crest Properties from September 1, 1993 to the present. This entity engages in various real estate, investment and leasing activities and is privately held. Mr. Callen also formerly served on the BB&T Bank Advisory Board for North Central West Virginia, as well as the Board of Trustees of the West Virginia Nature Conservancy. Mr. Callen currently serves on the Board of Directors of West Virginia Rescue Ministries (Union Mission), anon-profit organization. Mr. Callen has over 42 years of experience in real estate investment, leasing and the operation of privatefor-profit post secondary educational institutions. Mr. Callen is a graduate of West Virginia University and a certified public accountant, State of West Virginia (inactive). Mr. Callen brings a wealth of experience in business and financial expertise and would qualify as a financial expert. He is also a significant shareholder of Wesbanco and will add valuable business judgment, ownership perspective and financial expertise to the Board.

CHRISTOPHER V. CRISS has served on the Board of Directors of the Corporation since July 17, 1992. He currently serves as a member and Chairman of the Audit Committee and as a member of the Executive Committee, the Nominating Committee, the Risk/Enterprise Risk Committee, the Disclosure Committee and the Compensation Committee of the Board of Directors. Mr. Criss has been President and Chief Executive Officer of Atlas Towing Co. since 1984. Mr. Criss has previous bank board experience, having served on the Board of Directors of Mountain State Bank. He formerly served on the Board of Directors of a regional hospital and an insurance company and has served in an executive capacity with several family owned businesses. Mr. Criss has an accounting background and has extensive business management experience. He also represents significant stockholder interests and the geographical market of Parkersburg, which is a significant market for the Corporation. His diversified business and accounting background, management experience and long term active participation on the Board make him a valuable member of the Board and qualify him to serve.

JAMES C. GARDILL currently serves as Chairman of the Corporation and is a member of the Executive Committee, and the Risk/Enterprise Risk Committee, the Disclosure Committee and the Personnel and Post Retirement Committee of the Corporation and the Executive Loan Committee and the Trust Committee of the Bank and he has served in his current term as a member of the Board of Directors since April 18, 2007. Mr. Gardill previously served on the Board of Directors from April of 1980 until April of 2003, during which time he served as Chairman of the Corporation from April of 1990 until April of 2003. Mr. Gardill is a lawyer and the managing member of Phillips, Gardill, Kaiser & Altmeyer, PLLC. Mr. Gardill is a Fellow of the American and West Virginia Bar Foundations. Mr. Gardill has represented the Corporation since 1973 and has served as general counsel to the Corporation since 1984. Mr. Gardill has also represented the Corporation in all of its acquisitions over the years and has extensive experience in corporate, commercial and fiduciary matters. Mr. Gardill has also served as an adjunct lecturer at the College of Law of West Virginia University in banking law courses and he has lectured and written on numerous commercial law, estate and fiduciary matters. Mr. Gardill has also served on the boards of directors of profit and nonprofit corporations in several industries, including health care and manufacturing. Mr. Gardill has also served as Chairman of a number of boards, committees and commissions, both in the

for-profit andnon-profit sector. Mr. Gardill’s extensive experience in corporate governance, commercial law, trust and fiduciary matters and customer relationships through his private practice position him to be able to provide valuable advice and counsel to the Corporation. His long tenure with the Corporation gives him an excellent regulatory background and institutional knowledge in advising the Corporation, in serving as an outside chairman and qualifies him to serve.

STEPHEN J. CALLEN has served as a member of the Board of Directors of the Corporation since April 20, 2016. He serves as a member of the Loan Review Committee of the Bank. He is a resident of the Morgantown, West Virginia, area. Mr. Callen is a CPA (inactive) and has extensive business experience in the North Central region of West Virginia. In addition, Mr. Callen formerly served on the Board of Directors, as well as in an executive capacity, for the West Virginia Junior College System, which operates in West Virginia, Ohio and Pennsylvania. He served as Chief Financial Officer from July 1, 1987, to July 1, 2012. He has also served as Vice President of Gold Crest Properties from September 1, 1993 to the present. This entity engages in various real estate, investment and leasing activities and is privately held. Mr. Callen also formerly served on the BB&T Bank Advisory Board for North Central West Virginia, as well as the Board of Trustees of the West Virginia Nature Conservancy. Mr. Callen currently serves on the Board of Directors of West Virginia Rescue Ministries (Union Mission), anon-profit organization. Mr. Callen has over 41 years of experience in real estate investment, leasing and the operation of privatefor-profit post secondary educational institutions. Mr. Callen is a graduate of West Virginia University and a certified public accountant, State of West Virginia (inactive). Mr. Callen brings a wealth of experience in business and financial expertise and would qualify as a financial expert. He is also a significant shareholder of Wesbanco and will add valuable business judgment, ownership perspective and financial expertise to the Board.

LISA A. KNUTSON has served as a member of the Board of Directors of the Corporation since April 20, 2016. She also serves on the Compensation Committee of the Corporation. She is a resident of the Cincinnati, Ohio, area. Ms. Knutson, a CPA (inactive), is currently the Chief AdministrativeFinancial Officer of the E.W. Scripps Company in Cincinnati, Ohio, and has served in that position since October, 2011.November, 2017. She previously served as Chief Administrative Officer from 2011 to 2017, and Senior Vice President, Human Resources with that company from

2005 to 2011. She previously served as Vice President and Chief Financial Officer, Human Resources Operations, at Fifth Third Bank from 2002 to 2005. She also previously worked at Arthur Anderson, LLP as Director of Audit Operations, Great Lakes Market Circle and with PSARA Technologies, Inc., a regional environmental consulting firm. She currently serves on the Cincinnati Regional Chamber of Commerce Board and is a board member of severalnon-profit organizations in the Cincinnati area. She is a graduate of Miami University and a certified public accountant, State of Ohio (inactive). Her experience in human resources and compensation policies and practices in a public company setting, as well as her financial and accounting skills and knowledge, make her uniquely qualified to serve and will provide valuable insight to the Board.

RICHARD G. SPENCER has served as a member of the Board of Directors of the Corporation since November 30, 2012, having been appointed pursuant to the Corporation’s merger agreement with Fidelity Bancorp, Inc. Mr. Spencer is a member of the Insurance Committee and the Personnel and Post Retirement Committee of the Corporation. Mr. Spencer was formerly the Chief Executive Officer and President of Fidelity Bancorp, Inc. and its banking subsidiary, Fidelity Savings Bank, a position he held since 2003. He also served previously as Chief Financial Officer of Fidelity Bancorp, Inc. His many years of service in many areas of operations at Fidelity and duties as Chief Executive Officer bring a special knowledge of the financial, economic and regulatory challenges the Corporation faces and make him a valuable addition to our Board and qualify him to serve.

KERRY M. STEMLER has served as a member of the Board of Directors of the Corporation since September 9, 2016. Mr. Stemler is a member of the Loan Review Committee of the Bank and the Personnel and Post Retirement Committee of the Corporation. He previously served as Chairman of the Board of Your Community Bank from May 2011 until its merger with the Corporation on September 9, 2016. He served as a Director of YCB and Your Community Bank since 1994. He has been President and Chief Executive Officer of KM Stemler Company, a commercial and industrial general contracting firm in the Southern Indiana/Metro Louisville, Kentucky market area that Mr. Stemler has owned and operated since 1981. He is an owner/member of several commercial real estate property leasing and development companies in the region. Properties leased and developed include Class A office space, truck terminals, commercial warehousing and advanced manufacturing facilities. Mr. Stemler is Past Chair of the Indiana State Chamber of Commerce and continues to serve on the State Chamber’s Board of Directors and Executive Committee. He serves on the Board of Directors of Indiana Chamber Foundation Board; Board of Directors of Baptist Health Systems; Board of Directors of The Frazier History Museum and Ivy Tech Community College Board of Trustees. He also serves on the advisory board of Mountjoy Chilton Medley LLP, an accounting and business advisory firm headquartered in Louisville. Mr. Stemler has an understanding of complex financial reports and banking transactions. He has experience with banking regulations and compliance issues. His community involvement gives him the opportunity to offer unique insights to the Corporation. Mr. Stemler’s extensive financial, management operational and strategic planning experience strengthens the Board’s collective qualifications, skills and experience.

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.

TODD F. CLOSSIN, age 55,56, is the President and Chief Executive Officer of the Corporation and the Bank. Mr. Clossin joined the Corporation on November 4, 2013. Mr. Clossin has 3233 years’ experience in banking and was Chief Administrative Officer and Executive Vice President of Fifth Third Bank in Cincinnati from 2011 to 2013, President and Chief Executive Officer, Fifth Third Bank Midwest and Midsouth Regions from 2010 to 2011, President and Chief Executive Officer, Fifth Third Bank Midwest and Florida Regions from 2009 to 2010, and President and Chief Executive Officer, Fifth Third Bank Midwest Region from 2006 to 2009. He also formerly was associated with Key Bank for fourteen14 years and Society Bank.

ROBERT H. YOUNG, age 60,61, is the Executive Vice President and Chief Financial Officer of the Corporation. 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. Mr. Young is a licensed Certified Public Accountant.

IVAN L. BURDINE, age 60,61, has served as Executive Vice President—Chief Credit Officer since July of 2015. Prior to that, he served as Senior Vice President—Senior Credit Officer. Mr. Burdine, who joined the Corporation in December of 2013, has over 3637 years of experience and previously held various credit and executive positions with JP Morgan Chase Bank, NA and its predecessor banks in Columbus and Cleveland, Ohio.

BRENT E. RICHMOND, age 53,54, is currently Executive Vice President—Treasury and Strategic Planning of the Corporation. Mr. Richmond served as Executive Vice President—Operations from March 2002, until December, 2003. Mr. Richmond was the President and Chief Operating Officer of American Bancorporation until its merger with the Corporation on March 1, 2002, as well as Chief Executive Officer of Wheeling National Bank. Mr. Richmond previously held the positions of Executive Vice President, Chief Financial Officer and Corporate Secretary of American Bancorporation.

JAYSON M. ZATTA, age 56,57, has served as Executive Vice President—Chief Banking Officer since April of 2017. Prior to that, he served as Executive Vice President—Chief Lending Officer sincefrom March of 2015. Prior to that, he served as2015 and Executive Vice President of Commercial Banking, overseeing the commercial lending function for all markets, since joining the Corporation in 2008. Prior to joining the Corporation, Mr. Zatta was employed by Huntington Bank as President of the Ohio Valley Region and was formerly Executive Vice President and Senior Credit Officer at Sky Bank. He has over 3132 years experience in various lending and leadership capacities.

JONATHAN D. DARGUSCH, age 59,60, is currently Executive Vice President—Wealth Management of the Corporation. Mr. Dargusch joined the Corporation in March 2011 having been previously employed by JPMorgan Chase Bank in Columbus, Ohio. Mr. Dargusch holds FINRA Series 7, 24 and 66 licenses for Ohio and West Virginia and has been in the financial services industry for 3435 years, with over 1617 years as a wealth management executive.

ANTHONY F. PIETRANTON, age 57,58, is Executive Vice President, Human Resources of the Corporation and the Bank who joined the Corporation on October 16, 2013. Mr. Pietranton has over 3031 years’ experience in human resource management and most recently served as Vice President, Human Resources at Tri State Capital Bank in Pittsburgh, Pennsylvania from 2008 to 2013, and was Vice President, Human Resources at Three Rivers Aluminum Company (TRACO) in Cranberry, Pennsylvania from 2005 to 2008. He was also formerly with Invesmart, Inc. in Pittsburgh and Federated Investors, Inc. in Pittsburgh.

GREGORY A. DUGAN, age 61, has served as Executive Vice President and Senior Operations Officer of the Corporation since 2010. Mr. Dugan joined the Bank in 1979 as an Assistant Branch Manager. From 1986 to 1993 Mr. Dugan held various executive management positions for Wesbanco Bank Wellsburg and Wesbanco Bank Barnesville. Mr. Dugan also served as a Trust Officer and on the Board of Directors with Wesbanco Bank Barnesville. In 1999, Mr. Dugan was Executive Vice President and Chief Operating Officer with Wesbanco Bank Parkersburg before returning to Wesbanco Bank Wheeling in 2000 as Senior Vice President, Operations.

LYNN D. ASENSIO, age 61,62, is currently Executive Vice President—Retail of the Corporation. Prior to that she served as West Region President of the Bank. Ms. Asensio joined the Corporation in August, 2005 having previously been employed by Fifth Third Bank in Columbus, Ohio. Ms. Asensio was Retail Executive at Fifth Third Bank and also managed the Commercial Leasing and Treasury Management Divisions. She started her 3839 year banking career as a Management Trainee at Bank of America in Charlotte, North Carolina. Ms. Asensio is a Certified Treasury Professional (CTP/CCM) as designated by the Association of Financial Professionals.

MICHAEL L. PERKINS, age 51,52, is the Executive Vice President—Chief Risk and Administrative Officer of the Corporation and has served in enterprise risk management responsibilities since 2001. Prior to that, he was Senior Vice President and Chief Auditor of the Corporation. Mr. Perkins has 2930 years’ experience in banking, working in the financial services industry as a public accountant prior to joining the Corporation in 1995. Mr. Perkins is a licensed Certified Public Accountant.

STEPHEN J. LAWRENCE, age 59,60, has served as Executive Vice President & Chief Internal Auditor since May of 2016. Prior to that, he served as Senior Vice President while continuing as Chief Internal Auditor since

2001. He also served as Audit Manager and Regional Bank Operations Manager since joining the Corporation in 1994 through the acquisition of First Fidelity Bancorp, Inc. Mr. Lawrence has more than 3637 years of experience in the banking industry, and is a Certified Bank Auditor.

Compensation Discussion and Analysis

Introduction

The following discussion and analysis explains the Corporation’s compensation program as it applies to the executive officers named in the “Summary Compensation Table” on page 34,35, who we refer collectively to as the “named executive officers.” This discussion and analysis should be read in conjunction with the Summary Compensation Table, its accompanying footnotes and the additional tables and narrative disclosure that follows the Summary Compensation Table. The named executive officers of the Corporation presently are serving without compensation from the Corporation. They are, however, compensated by the Bank for services rendered as officers of the Bank.

Overall, the Board of Directors believes that the Corporation’s compensation program is effective in aligning the compensation of our executive officers with the long-term interests of our stockholders. Incentive compensation programs consist of a blend of annual and long-term performance and time based compensation, are structured to preclude excessive and unnecessary risk-taking, and utilize performance metrics established in advance based on an annual budget and business planning process. The incentive plans also contain caps or limitations on the amounts that can be awarded.

The Compensation Committee considered the results of the 20162017 advisory,non-binding vote on executive compensation in connection with the discharge of its responsibilities. Since approximately 94% of the total shares voted on the proposal were voted in favor of the compensation of our named executive officers described in our proxy statement in 2016,2017, the Compensation Committee did not implement significant changes to our executive compensation program as a result of the shareholder advisory vote.

Beginning in 2016, the Compensation Committee adopted a new Total Shareholder Return Plan for certain executive officers, including the named executive officers, which is described in more detail in the section titled “Total Shareholder Return Plan and Awards” found on page 26. The Compensation Committee also adopted a new Performance Based Stock Plan in 2017, which is described in more detail in the same section. In addition, they adopted a formal written Clawback Policy and Stock Ownership Guidelines which are described in more detail on page 33.34.

Compensation Philosophy and Objectives

The Corporation’s Compensation Committee has adopted a philosophy statement on executive compensation. The philosophy statement expresses the Corporation’s desire to become the employer of choice

and to be viewed as a model of best practices for executive compensation. Applying that philosophy, our compensation programs are designed to provide the appropriate mix of compensation and benefits in order to promote the interests of the Corporation and its stockholders while enabling us to attract and retaintop-quality executive talent. The primary objectives of the compensation policies for executive officers are to:

The philosophy statement delineates the following four fundamental principles in establishing executive compensation: (i) the Corporation’s performance both in terms of the attainment of short-term and long-term goals; (ii) the competitiveness of the Corporation’s executive officers’ salaries to that of similarly qualified and situated officers in markets in which it competes; (iii) the individual performance of each executive officer and (iv) the recommendations of the Chief Executive Officer regarding all executive officers other than himself.

Administration of the Executive Compensation Program

Compensation Committee ProcessProcess.. Our Compensation Committee meets as often as necessary to perform its duties and responsibilities. The Compensation Committee met three times during calendar year 20162017 and has met once so far during calendar year 2017.2018. Mr. McCamic, Chairman of our Compensation Committee, works with our Chief Executive Officer to establish the meeting agenda. The Compensation Committee typically meets with the Chief Executive Officer and, where appropriate, with legal counsel and with outside compensation advisors. The Compensation Committee also regularly meets in executive session without management.

The Committee annually reviews the Compensation Committee Charter and all incentive plans used throughout the Corporation in all business lines. In this review of the incentive plans, the Committee makes a determination of whether the plans, individually or collectively, encourage excessive risk taking, that each of the plans have reasonable limits and caps, and that the overall structure of the incentive plans is aligned with the interests of the stockholders.

The Compensation Committee receives and reviews materials in advance of each meeting. These materials include information that management believes will be helpful to the Compensation Committee, as well as materials that the Committee has specifically requested. Depending on the agenda for the particular meeting, these materials may include:

Use of Peer GroupGroup.. The philosophy statement adopts the position that annual compensation for all executive officers should be targeted to be at or above the 50th percentile of companies in our peer group and should provide for performance bonuses based on performance metrics established at the discretion of the Compensation Committee. Our management compiled peer group reports for 20162017 reviewed by our

Compensation Committee consisted of 17 regional banks from approximately $5.3 to $21 billion in total assets. The peer group used for our executive compensation review differs from the indices used in the performance graph contained in our annual report on Form10-K. Our peer group for 20162017 compensation purposes (the “2016“2017 Peer Group”) was comprised of the 17 banks listed below:

Our 20162017 Peer Group is different thanthe same as our peer group used in 2015, as National Penn Bankshares, Inc. was acquired during the past year and was therefore removed.2016.

In January 2017 the Compensation Committee engaged a consultant, Cowden Associates, Inc., to update their 2013 market-based study of total compensation for the named executive officers. The Compensation Committee has determined that Cowden Associates, Inc. is independent and that there are no conflicts of interest with respect to the work of Cowden Associates, Inc. The consulting firm examined base compensation, annual incentive opportunities, long term incentive opportunities, equity programs, health, retirement and other perquisites of the top five executives of Wesbanco in the context of their total compensation and compared that total compensation to the total compensation of the 2016 Peer Group. They also provided conclusions regarding the overall competitiveness and reasonability of total compensation paid to the named executive officers. The peer group used in the study consisted of the 17 banks that were included in the 2016 Peer Group.

In conjunction with their review, the consulting firm reviewed the historical financial performance for Wesbanco and the peer group of banks. They also reviewed the most recent annual (2015) data based on return on average assets and return on average common equity, among other comparisons. They then compared how Wesbanco performed during this same period. The consultants also reviewed historical compensation levels for the Wesbanco peer group and they reviewed the most recent annual CAGR for the peer group. They then compared how Wesbanco ranked during the same period.

In conjunction with peer performance, with respect to return on average assets (ROAA), for 2015, Wesbanco’s ROAA was 1.1% compared to the peer median of 1.1%, putting it in the 54th percentile. With respect to return on average common equity (ROACE), Wesbanco’s average was 8.5% for 2015, compared to the peer median of 9.1%, putting it in the 35th percentile.

Comparing performance to total compensation for 2015, except for the CFO position, the Wesbanco named executive officers were below the 10th percentile in total compensation. Wesbanco’s CFO approximated the 14th percentile. In reviewing the total compensation of the CEO in particular, for the one year period, the peer median of $2,038,691 compared to Wesbanco’s total compensation of $1,034,591 placing it below the 10th percentile of all CEOs in the peer group.

The Compensation Committee also considered a separate management-prepared total compensation comparison with the 20162017 Peer Group. This analysis compared each type of compensation (base pay, incentive compensation, stock options and awards, retirement benefits and all other compensation) and total average compensation for each named executive officer of Wesbanco to the average of the 20162017 Peer Group based on 20162017 proxy information (2015(2016 data). For the calendar year 2015,2016, Mr. Clossin’s total compensation was approximately 73.6% of the peer average for total compensation for other bank CEO positions, which equates to

the 9th9^th percentile. Mr. Young’s total compensation approximated 79.7% of the average for the peer group of CFOs (7th(7^th percentile), Mr. Zatta’s was 61.7% of the 20152016 Peer Group’s next highest paid executive (4th(4^th percentile), Mr. Dargusch was 68.6% of the next highest paid executive (1st(1^st percentile) and Ms. Asensio’s was 78.7% of the next highest paid executive (10th(10^th percentile).

Management’s Role in the Compensation-Setting Process. Management plays a significant role in the compensation setting process. The most significant aspects of management’s role are:

Our Chief Executive Officer works with the Compensation Committee Chair in establishing the agenda for Compensation Committee meetings. Our management also prepares meeting information for each Compensation Committee meeting.

The Chief Executive Officer also participates in Compensation Committee meetings at the Committee’s request to provide:

Annual Evaluation. Our Compensation Committee meets in an executive session each year to evaluate the performance of the named executive officers, to determine their annual bonuses for the prior fiscal year, to establish their performance objectives for the current fiscal year, to set their base salaries for the next calendar year, and to consider and approve any grants to them of equity incentive compensation.

The Compensation Committee’s process begins with establishing individual and corporate performance objectives for senior executive officers, including all of our named executive officers, in the second quarter of each calendar year. Our Compensation Committee engages in an active dialogue with the Chief Executive Officer concerning strategic objectives and performance targets. The Compensation Committee reviews the

appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets. Corporate performance objectives typically are established on the basis of a targeted return on assets and return on equity, as well as growth in earnings per share and individual goals for particular business units within the Corporation.

Components of Executive Compensation

The principal components of our executive compensation program are:

In addition to these principal components, our compensation program also includes employment contracts, change in control agreements, deferred compensation opportunities, retirement plans, a bank-owned life insurance program and other perquisites and benefits, each of which are discussed in this Compensation Discussion & Analysis with respect to the named executive officers.

Annual Compensation

Our executive officers receive two forms of annual compensation, base salary and annual incentive awards. The levels of base salary and annual incentive awards for our executive officers are established annually under a program intended to maintain parity with the competitive market for executives in comparable positions.

The annual compensation program, as espoused by our Compensation Committee through its philosophy statement, is intended to target Corporation performance, both in terms of the attainment of short-term and long-term goals, and to consider principally return on equity, growth in earnings per share, and return on assets.

For 2017, the Compensation Committee did consider the Peer Group data with respect to 16 officers whose positions had grown significantly in responsibility and scale due to the three recent acquisitions, but whose salary had not kept pace. The Committee agreed to consider changes over a three year period to base salary to bring those levels more in line with peer group ranges. The Committee also agreed to utilize a fixed percentage of base compensation for equity awards for these 16 officers consisting of 80% time based restricted stock and 20% of a new performance based restricted stock benchmarked against a national peer group of banks. The percentages varied by position, but were fixed at 25%, 40% and 50%, depending on title. Each of the named executive officers were fixed at 50% of base compensation for equity awards.

Base Salary. Base salary is a critical element of executive compensation because it provides executives with a base level of monthly income. In determining base salaries, our Compensation Committee considers the executive’s qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive, the executive’s past performance, competitive salary practices at companies in the study groups, internal pay equity and the tax deductibility of base salary.

Based on compensation data provided by the Compensation Committee’s independent compensation consultant, Cowden Associates, Inc., peer group comparisons, individual evaluations and internal equities, Todd Clossin, our Chief Executive Officer, recommends base salaries for all executive officers to the Compensation Committee for their consideration, except with respect to his own salary. Based on the Compensation Committee’s review of the applicable compensation data, as discussed above and including Mr. Clossin’s recommendations, base salary increases for all officers for the 20162017 fiscal year averaged approximately 3.19%2.91% except for changes in base salary due to title or position changes of the named executive officers. Mr. Clossin received an increase of 10%23.6% pursuant to which his base compensation increased from $550,000$605,000 to $605,000$747,780 as President and CEO, Mr. Young received an increase of 3%8.2%, Mr. Dargusch 3%, Mr. Zatta 10%20.7% and Ms. Asensio 3%. See the “Summary Compensation Table” on page 3435 for more information about the 20162017 base salaries of our named executive officers.

Annual Cash Incentive Awards. Annual incentive awards, in the form of annual cash bonuses, are made to our named executive officers under the amended and restated Wesbanco, Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan, which we refer to as the Incentive Plan and which was approved by our stockholders on April 20, 2016.19, 2017. For additional information regarding our Incentive Plan, see the section entitled

“Key “Key Executive Incentive Bonus, Option and Restricted Stock Plan” on page 37 and Item 5 “Approval of the Proposal to Approve the Incentive Plan, as Amended, to Increase the Number of Shares Authorized for Issuance” beginning on page 58.38. The Compensation Committee makes awards and determines the amount, terms and conditions of each such award as well as the respective performance goals to be achieved in each period by the participants under the Incentive Plan. The Compensation Committee believes that annual cash incentive awards for our executives, which are the variable andat-risk portion of annual compensation, should be generally targeted at a maximum of 50% of base salary for the Chief Executive Officer and a somewhat lesser percentage for our other executive officers.

Eligibility for Annual Incentive Awards. In general, the following thresholds must be satisfied for an executive to be eligible to receive an annual incentive award: (i) the executive must receive a “fully competent” performance rating; and (ii) the Corporation must meet 85% of its “overall corporate goal.”

Performance Rating. Our Chief Executive Officer annually rates the performance of each of our other named executive officers and assigns a performance rating to the executives based on the executive’s

performance during the fiscal year. The Chair of our Compensation Committee evaluates the performance of our Chief Executive Officer and assigns his performance rating. For 2016,2017, all of our named executive officers received “fully competent” performance ratings.

Overall Corporate Goal. The Corporation’s overall corporate goal is targeted earnings per share (“EPS”) for a given fiscal year. The Committee set target performance measures based in part upon management’s confidential business plan and budget. The Committee set the EPS target at target levels deemed appropriate based on industry expectation, market opportunities and other factors the Committee believes are relevant.

The Corporation’s GAAP EPS for the 20162017 fiscal year did not meet the overall corporate goal but it did meet the goal on anon-GAAP (excluding merger-related expenses)expenses and net deferred tax asset revaluation) basis. The Committee reviewed the results using both GAAP andnon-GAAP earnings and elected to usenon-GAAP earnings in its analysis and determination. The Committee determined that the use ofnon-GAAP earnings was the appropriate benchmark for incentive bonuses for the year as there were significantone-time merger related expenses and net deferred tax asset revaluation included in GAAP earnings. The EPS goal may be adjusted by the Committee, in its sole discretion, for items attributed tonon-GAAP operating events impacting the Corporation’s operating results, such as mergers and acquisitions, unusual gains or losses, significant asset sales or otherout-of-the ordinary orone-time events which significantly impact the normal operations. The target EPS for the “overall corporate goal” in 20162017 was $2.36,$2.43, which the Corporation did not meet under GAAP ($2.16)2.14) but did meet under thenon-GAAP measure ($2.37)2.45).

If the minimum overall corporate goal is not satisfied in a fiscal year, the Compensation Committee has the discretion to grant annual incentive awards for named executive officers and may adjust individual performance targets, which are discussed below, and determine the amount of an incentive award, accordingly. The Compensation Committee did not make any adjustments in the individual performance targets for 20162017 for the named executive officers.

Determination of Incentive Award Amounts. If the eligibility thresholds discussed above have been satisfied, the Compensation Committee determines the amount of an executive’s annual cash incentive award based on the executive’s target incentive award and the satisfaction of corporate and individual performance targets discussed below.

Target Annual Incentive Awards. The table below sets forth certain information regarding the target, maximum and actual annual incentive awards for each named executive officer for the fiscal year ended December 31, 2016.2017.

Incentive Awards

As shown in the table above, the maximum annual incentive award that a named executive officer may receive is based on a percentage of the executive’s annual base salary. The maximum annual incentive award an executive may receive is 115% of each of the executive’s individual targets for any one measurement category but the overall bonus cannot exceed the maximum percentage of base salary established for such officer during the year (note that the base salaries used are those established for the named executive officers by the Committee in May of the applicable year and, due to the timing of salary increases, differ slightly from the base salaries disclosed in the Summary Compensation Table). The Compensation Committee sets target annual incentive awards to approximate annual cash incentive awards in the 50th percentile range for comparable positions at banks within the peer group and considers the different accountabilities and responsibilities for the CEO and the other named executive officers. For 2016,2017, the Compensation Committee determined that the target annual incentive award for our CEO would be equal to 50% of his base salary, which was $302,500.$373,890. The Compensation Committee determined that the 20162017 target annual incentive award for our CFO would be 45% of his base salary, or $130,200.$140,811. In addition, the Compensation Committee set the target annual incentive awards for Jonathan D. Dargusch, Jayson M. Zatta and Lynn D. Asensio at 45% of each officer’s base salary. See the table above for a comparison of the annual incentive award actually paid to each named executive officer in 20162017 compared to the target and maximum awards that each executive could have received.

Individual Performance Targets. The Compensation Committee sets individual performance targets for each of the named executive officers. For Mr. Clossin and Mr. Young, annual incentive awards are based on the following measures of Corporation performance: return on assets (“ROA”), return on equity (“ROE”), and EPS. In addition, Mr. Dargusch’s, Mr. Zatta’s and Ms. Asensio’s annual incentive awards are also based on certain specific business unit performance targets. These goals are established through the business planning process which develops an annual budget and are then recommended to the Compensation Committee by our Chief Executive Officer. The Compensation Committee then establishes the individual performance targets based in part on such recommendations. The Compensation Committee also retains some discretion to determine annual incentive awards outside of the relevant performance targets, as described below. The Corporation achieved its thresholdtarget level in ROE and its target level in ROA on anon-GAAP basis. Target levels for 20162017 for ROA were 1.06%1.08% and for ROE 7.91%7.73%. Actualnon-GAAP results were ROA of 1.07%1.09% and ROE of 7.83%7.79%.

For each named executive officer, their specific performance targets are weighted according to the extent to which the executive will be evaluated for delivering the results on the targets. The targets are set so that they are attainable if the Corporation meets its budgeted goals for the year. Since the Corporation met the target level of its budgeted goal for EPS for 2016,2017, the named executive officers were eligible for bonuses.

The Committee discretion portion is determined by the Committee utilizing a number of factors, including: (i) attainment of goals, (ii) opportunities for attainment, (iii) marketplace impact, (iv) competition, (v) effectiveness in performance and (vi) individual performance.

The following chart contains a detailed schedule of the individual performance targets for 2016:2017:

Payment of Annual Incentive AwardsAwards.. Annual incentive awards for each named executive officer are calculated by multiplying the weighting assigned to a performance target by the target incentive award for the executive. The resulting product is then multiplied by the actual results achieved for that performance target. The Compensation Committee does this for each performance target, with the sum of all performance targets for a named executive officer generally being the annual incentive award for the executive. For 2016,2017, the Corporation satisfied its minimum overall corporate goal, so the formula yielded an incentive award for each named executive officer.

The Committee considered the growth in net income, the consummation of the second largest acquisition in its history, the new pending acquisition and the attainment of the target for EPS, and ROA and the threshold ROE for the year. ROA declinedincreased slightly to 1.07%1.09% compared to 1.08%1.07% in 2015.2016. ROE declined slightly to 7.79% for 2017 compared to 7.83% for 2016 compared to 8.3% for 2015.2016. Return on average tangible equity also declined slightly from 13.41%13.96% in 20152016 to 12.73%13.90% on a GAAPnon-GAAP basis. EPS increased slightly3.4% from $2.34 in 2015 to $2.37 in 2016 to $2.45 in 2017 on anon-GAAP basis.

The Compensation Committee, at its discretion, may allocate a portion of the annual cash bonus award to a deferred payout period. The deferred payout portion is then spread ratably over a three-year period beginning in the third year following the award of compensation. Thus, the annual bonus may include both a currently paid portion and a deferred portion. The Committee believes the deferral serves as an executive retention incentive in that an executive terminating his or her employment before deferred amounts are paid out forfeits such unpaid amounts. The Committee did not allocate any portion to a deferred payment period for 2016.2017.

The amount of each award was based primarily on the executive officer’s performance, the level of his or her responsibilities and internal equity considerations. The Committee also considered the competitive market data from compensation surveys provided by the consultant. In assessing each officer’s performance and determining award amounts, the Committee noted the following achievements: