September 22, 2009
Mr. Justin T. Dobbie
Attorney-Adviser
Securities and Exchange Commission
Division of Corporation Finance - Mail Stop 4720
Washington, DC 20549
RE: Wesbanco, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008
File No. 000-08467
Dear Mr. Dobbie:
Please consider this letter to be our supplemental response to the comment letter provided by the staff concerning the above-referenced filings of Wesbanco, Inc. (the “Corporation”) for the periods noted. In order to assist you in reviewing our response, we will repeat the comment, followed by our response, to the item noted in your comment letter of September 15, 2009.
Form 10-K for Fiscal Year Ended December 31, 2008
Item 11. Executive Compensation
Individual Performance Targets, page 18 of Definitive Proxy Statement on Schedule 14A
| 1. | We note your response to comment 2 in our letter dated August 19, 2009. Based on the information presented in your response and the disclosure in your proxy statement, we are unable to agree with your conclusion that the individual performance targets were not material. We therefore reissue comment 2. |
Response: |
You will find attached herewith a detailed schedule disclosing the individual performance targets for 2008 that were established by the Compensation Committee. The enclosed table includes the information for four of the six officers included in the Summary WesBanco, Inc. 1 Bank Plaza Wheeling, WV 26003-3562 (304) 234-9000 Fax: (304) 234-9450 Mr. Justin T. Dobbie September 22, 2009 Page 2 Compensation Table. One individual named in the table, Ralph E. Coffman, was not eligible for incentive compensation under the program during calendar year 2008. A second officer, Kristine N. Molnar, elected to go to part-time status during calendar year 2008 and was not eligible to participate in the incentive program by reason of that change in status. The ineligibility of Mr. Coffman and Ms. Molnar to participate in the Corporation’s 2008 incentive compensation program was disclosed in the Proxy Statement. |
Should you have any additional questions concerning the individual performance targets noted herein, please don’t hesitate to contact the undersigned at your convenience.
Yours very truly,
WESBANCO, INC.
By /s/ Paul M. Limbert_____________
Paul M. Limbert, Its President & CEO
PML/mmr
Enclosure
WESBANCO, INC.
INCENTIVE PROGRAM
December 31, 2008
Base Target | Bonus | Performance | Incentive | 2008 Threshold | 2008 Target | 2008 Maximum | Annualized Results @ | Total Resultant | Overall | ||
| Name | Bonus | % | Targets | Weighting | 85% | 100% | 115% | 12/31/2008 | Incentive | Limitation | |
| Limbert | $360,000 | 50% | ROA | Wesbanco | 20% | 0.78% | 0.92% | 1.06% | 0.72% | $ | |
| ROE | Wesbanco | 30% | 7.02% | 8.26% | 9.50% | 6.37% | |||||
| E.P.S. | Wesbanco | 30% | $1.56 | $1.84 | $2.12 | $1.42 | _______ | ||||
| Comm. Discretion | Wesbanco | 20% | 0% | $______ | $180,000 | ||||||
| 100% | |||||||||||
| Powell | $256,007 | 45% | ROA | Wesbanco | 20% | 0.78% | 0.92% | 1.06% | 0.72% | $ | |
| ROE | Wesbanco | 30% | 7.02% | 8.26% | 9.50% | 6.37% | |||||
| E.P.S. | Wesbanco | 30% | $1.56 | $1.84 | $2.12 | $1.42 | _______ | ||||
Comm. Discretion | 20% | 0% | $______ | $115,203 | |||||||
| 100% | |||||||||||
| Young | $227,990 | 45% | ROA | Wesbanco | 20% | 0.78% | 0.92% | 1.06% | 0.72% | $ | |
| ROE | Wesbanco | 30% | 7.02% | 8.26% | 9.50% | 6.37% | |||||
| E.P.S. | Wesbanco | 30% | $1.56 | $1.84 | $2.12 | $1.42 | _______ | ||||
Comm. Discretion | 20% | 0% | $______ | $102,596 | |||||||
| 100% | |||||||||||
| Schmitt | $218,001 | 45% | ROA | Wesbanco | 10% | 0.78% | 0.92% | 1.06% | 0.72% | $ | |
| ROE | Wesbanco | 10% | 7.02% | 8.26% | 9.50% | 6.37% | |||||
| E.P.S. | Wesbanco | 10% | $1.56 | $1.84 | 2.12% | $1.42 | |||||
| Gross trust revenue | Departmtl | 10% | $14,705,000 | $17,300,000 | $19,895,000 | $14,883,000 | 8,439.47 | ||||
| WesMark-Bond- WV Mun=1 Gov=3 | Quartile | 10% | 2 | 2 | 1 | 1 | 11,281.55 | ||||
WesMark-Balanced | Quartile | 10% | 2 | 2 | 1 | 1 | 11,281.55 | ||||
| WesMark-Small Cap | Quartile | 10% | 2 | 2 | 1 | 2 | 9,810.05 | ||||
| Wes-Mark-Growth | Quartile | 10% | 2 | 2 | 1 | 2 | 9,810.05 | ||||
| Comm. Discretion | 20% | 20% | 19,620.09 | ||||||||
| 100% | 70,242.76 | $98,100 |