INDEX

DANIEL K. WEISS, JR., age 41, has served as Executive Vice President and Chief Financial Officer since January 1, 2022. He previously served as Senior Vice President & Chief Accounting Officer since January, 2021 and previously served as Senior Vice President and Corporate Controller, as well as working in various other roles, since joining the Corporation in 2008. Prior to joining the Corporation, Mr. Weiss was employed by Deloitte, in the audit practice, where he obtained a diverse background working as a public accountant in the financial services, manufacturing, healthcare and retail industries. Mr. Weiss has 19 years of experience and is a licensed Certified Public Accountant.

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.

SCOTT A. LOVE, age 46, is the Executive Vice President, Wealth Management. He formerly served as Executive Vice President, Chief Investment Strategist and Chair of the Chief Investment Office. He has been with the Corporation since 2012 and has more than 20 years of investment research and portfolio management experience. Mr. Love is a Chartered Alternative Investment Analyst and a Chartered Investment Management Analyst. He is a graduate of Baldwin Wallace College and received a master’s degree in Business Administration from Case Western Reserve University.

ROBERT H. FRIEND, age 59, has served as Executive Vice President—Chief Credit Officer since June of 2022. Prior to that, he served as Executive Vice President—Regional Credit Officer. Mr. Friend joined the Corporation in July 2012. He has over 30 years of banking experience in lending, credit and management roles, beginning with PNC Bank in Pittsburgh, Pennsylvania. Mr. Friend began his career in public accounting with Touche Ross & Co. in Cincinnati, Ohio.

JONATHAN D. DARGUSCH, age 63, is currently65, retired as of December 31, 2022, and was formerly 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 3739 years, with over 1921 years as a wealth management executive.

ANTHONY F. PIETRANTON, age 61, is Senior Executive Vice President, Human Resources of the Corporation and the Bank who joined the Corporation on October 16, 2013. Mr. Pietranton has over 33 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.

IVAN L. BURDINE, age 64, 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 39 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.

STEPHEN J. LAWRENCE, age 63,65, 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 3941 years of experience in the banking industry and is a Certified Bank Auditor.

MICHAEL L. PERKINS, age 55, is the Senior 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 32 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.

BRENT E. RICHMOND, age 57,59, 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.

DANIEL K. WEISS, JR., age 39, has servedManagement Succession

The executive officers of the Corporation engage in a formal process of management succession which includes both an annual review and assessment of talent, skills, leadership and diversity in a series of meetings in the spring or early summer, and an assessment of promotability and depth at key positions within the Corporation. This meeting is followed with a formal presentation to the full Board of Directors of key executive officer positions with an assessment of the depth of leadership at each such position, proximity to retirement of key executives and identification of whether the position can be filled internally or externally.

As a part of this process, Mr. Clossin identified a target retirement date and a search was conducted by a committee of Board members designated by the Board of Directors of the Corporation. Both internal candidates and external candidates were interviewed for the position and considered. Upon recommendation of the committee, and upon approval of the Board of Directors, Jeffrey H. Jackson was selected and entered into an employment contract with the Corporation on July 5, 2022. He began employment with the Corporation on August 15, 2022, as Senior Vice President & Chief Accounting Officer since January, 2021 and previously has served as SeniorExecutive Vice President and Corporate Controller, as well as working in various other roles, including Assistant Controller, since joiningChief Operating Officer of the Corporation and President and Chief Operating Officer of the Bank. It is anticipated that he will succeed Mr. Clossin upon his retirement in 2008. PriorJanuary of 2024.

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His contract is a term agreement ending on December 31, 2023, when it is anticipated that a new agreement will be executed. His compensation is set at a minimum of $700,000 with a signing bonus of 12,500 shares of three year cliff vesting restricted stock, a one time cash bonus of $400,000, with a three year repayment clause subject to joining the Corporation, Mr. Weiss was employeda voluntary termination by Deloitte,him for Good Reason, as defined in a separate change in control agreement and participation in the audit practice, where he obtained a diverse background working as a public accountant inIncentive Plan at levels similar to the financial services, manufacturing, healthcare and retail industries. Mr. Weiss has 17 yearsother senior executive vice presidents of experience and is a licensed Certified Public Accountant.the Corporation.

Compensation Discussion and Analysis

Introduction

The following discussion and analysis explain the Corporation’s compensation program as it applies to the executive officers named in the “Summary Compensation Table” on page 36,40, who we refer collectively to as the “named executive officers.” This discussion and analysis should be read in conjunction with the Summary

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. Our executive compensation policies align with sound governance principles. The following chart highlights our fiscal 2022 executive compensation policies and practices:

Administration of the Executive Compensation Program

Compensation Committee Process. Our Compensation Committee meets as often as necessary to perform its duties and responsibilities. The Compensation Committee met three times during calendar year 20202022 and has met once so far during calendar year 2021.2023. 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

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 Group. 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, based on information provided to the Compensation Committee by its independent compensation consultant, 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 2021,2022 (2021 proxy information), reviewed by our Compensation Committee, which consisted of 1815 regional banks from approximately $10.8$11.7 to $26.2$29.3 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 Form 10-K. Our peer group for 20212022 compensation purposes (the “2021“2022 Peer Group”) is comprised of the 1815 banks listed below:

Our 20212023 Peer Group is different thanthe same as our peer group used in 2020, as only eight of the 18 were included in2022 Peer Group. Our Peer Group for 2021 was the earlier peer group, namely Communitysame, except that Bancorp South Bank System Inc., First Financial Bancorp., First Merchants Corp.,

The Committee last conducted an independent review of total compensation for the named executive officers in JanuaryMay of 2019. At that time, they2021. The Committee had engaged Cowden Associates, Inc. (“Cowden”) to provide a market-based study.study based on the 2021 Peer Group. Given the subsequent acquisition of Old Line Bank in 2019, the Committee, at its recent meeting held on February 17, 2021, approved the engagement of Cowden to update the market-based study of total compensation for the named executive officers. The Compensation Committee also confirmed its determination that Cowden is independent and that there are no conflicts of interest with respect to the work applicable for review and consideration by the Compensation Committee at its meeting scheduled for May 19, 2021 when it reviewsCommittee. The Cowden report included a review of core performance, annual salaries and equity incentive awards. The report noted that while Wesbanco’s core performance ratios of ROAA, ROAE and ROATCE were below the 25^th percentile for the 2021 Peer Group, they were impacted by a number of factors, including the adoption of CECL by Wesbanco which contributed to an increased allowance for credit losses for 2020.

The Cowden will be asked to review basereport noted that in comparing named executive officer compensation annual incentive opportunities, long-term incentive opportunities, equity programs, health, retirement,for both the 2019 and other perquisites2020 peer groups, which were slightly different, Wesbanco was at the lower end of the named executive officers in the context of theirranges. The report also noted that total compensation for Wesbanco’s CEO was below the median in both peer groups. The report noted that the main differentiators were in base salary and comparednon-equity compensation. Given the flexibility in Wesbanco Inc.’s Key Executive Incentive Bonus, Option and Restricted Stock Plan (the “Incentive Plan”), the report recommended utilization of that Plan to bridge the total compensation ofgap. The Compensation Committee has engaged Cowden to update the 2020 Peer Group.market-based study in 2023.

The Compensation Committee also received a separate management-prepared total compensation comparison with the 20202022 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 20202022 Peer Group based on 20202022 proxy information (2019(2021 data). This analysis utilized averages and percentiles. The Compensation Committee did not attempt to maintain an established target percentile compensation level with regard to this management-provided compensation data. Rather the Committee used this information to determine whether the compensation paid to our executives was generally competitive relative to the market. The Compensation Committee also noted comparable performance ratios based on core earnings for 20192021 with ana ROAA of 1.37%1.53% compared to the peer group’s average of 1.39%1.34% and core return on average tangible common equity of 15.03%9.58% compared to the peer group’s average of 15.88%12.58%.

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.

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 certify achievement of performance measures after the measurement period, 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 first 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 2020,2022, the Compensation Committee did consider the 2022 Peer Group data with respect to annual compensation increases. However,Given the Committee was also mindfulpositive performance of the impact ofCorporation compared to the COVID-19 pandemic (“Pandemic”) and2022 Peer Group, the Committee determined to provide average increases in base compensation in the range of 3% for the year. The Committee also agreed to continue to utilize a fixed percentage of base salary forto determine the size of equity awards for certain executive officers consisting of 80% time based restricted stock and 20% of performance based restricted stock

The Committee also reviewed the performance ratios based on both return on assets and return on average tangible common equity to the peer group.

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 20202022 fiscal year averaged approximately 3% except for changes in base salary due to title or position changes.changes and as noted above for certain executive officers. Mr. Clossin deferred his proposed increase based on the uncertainty of the economic impact of the Pandemic in May of 2020, accordingly his base compensation remained at $928,743 as President and CEO, Mr. Young received an increase of 3%3.5%, Mr. Weiss received an increase of 2.8%, Mr. Zatta 3%, Mr. Dargusch 3%,2.9% and Mr. Pietranton 3%3.0%. Mr. Jackson was employed after the date of those awards. See the “Summary Compensation Table” on page 3640 for more information about the 20202022 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 19, 2017 and an amendment and restatement of which will be voted on by stockholders at the Annual Meeting.21, 2021. For additional information regarding our Incentive Plan, see the section entitled “Key Executive Incentive Bonus, Option and Restricted Stock Plan” on page 38. For additional information on the proposed amendment and restatement of the Incentive Plan to be voted on by our stockholders, see the section entitled “Approval of the Wesbanco, Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan, as amended and restated, including an increase to the number of shares authorized for issuance”.42. 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 and at-risk portion of annual compensation, should be generally targetedcapped at a maximum of 50%86.25% of base salary for the Chief Executive Officer and the named executive officers, 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 2020,2022, 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

the Corporation’s operating results, such as mergers and acquisitions, unusual gains or losses, significant asset sales or other out-of-the ordinary or one-time events which significantly impact the normal operations. The target EPS for the “overall corporate goal” in 20202022 was $2.85,$2.49, which the Corporation did not meet under GAAP ($1.77) nor3.02) and under the non-GAAP measure ($1.88)3.04). The Corporation also did not meet the threshold of 85% of its “overall corporate goal” under each measure to satisfy the minimum in each category.

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 after weighing alldid not exercise discretion for the factors decided that each named executive officer should receive 75% of their target2022 incentive award.bonus.

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, 2020.2022.

Incentive Awards for 20202022

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

Compensation Committee set the target annual incentive awards for Jeffrey H. Jackson, Jayson M. Zatta and Jonathan D. DarguschAnthony F. Pietranton at 45%75% of each officer’s base salary and 35% for Anthony F. Pietranton.salary. See the table above for a comparison of the annual incentive award actually paid to each named executive officer in 20202022 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, Mr. Weiss and Mr. Young,Jackson, 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. Zatta’s Mr. Dargusch’s and Mr. Pietranton’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 did not achieve its target level in ROE and its target level in ROA on both a GAAP and a non-GAAP basis. Target levels for 20202022 for ROA were 1.20%0.89% and for ROE 7.44%6.01%. Actual non-GAAP results were ROA of 0.77%1.09% and ROE of 4.79%7.29%. The Corporation did not exceed thresholdtarget in each of such categories.

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 did not meet the threshold level of its budgeted goal for EPS for 2020,2022, the named executive officers were not eligible for bonuses, unlesswithout the Committee exercised discretion.exercise of discretion by the Committee.

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 2020:2022: