PEOPLES BANCORP INC (PEBO)
Sector: Financials
2026 Annual Meeting Analysis
PEOPLES BANCORP INC · Meeting: April 23, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director since 2015 with relevant banking and compensation committee experience; no overboarding, attendance, or TSR concerns (PEBO's 3-year return of +34.0% outpaces peer median by +5.4pp, far below the 50pp trigger threshold).
Independent director since 2014 with over 33 years of banking and financial institution experience including former Chief Administrative Officer at SunTrust; no TSR, overboarding, or attendance flags.
Independent director since 2023 (joined via Limestone merger); qualifies for the 24-month new director exemption from the TSR trigger and brings relevant community banking and commercial real estate experience.
Independent director since 2015 with prior bank holding company board experience and significant personal shareholding aligning her interests with other shareholders; no TSR, overboarding, or attendance concerns.
Independent non-executive Chairman since 2020 with extensive legal and governance expertise; no TSR, overboarding, or attendance flags, and the board's outperformance of the peer median supports continued support.
Independent director since 2022; joined within approximately 36 months ago but with less than full 3-year overlap, and brings commodity risk management and regulated industry experience with no overboarding or attendance concerns.
Independent director since 2023 (joined via Limestone merger); qualifies for the 24-month new director exemption and brings deep institutional knowledge as a retired CPA and former Chief Administrative Officer of Peoples with 42 years of service.
Independent director since 2021 with CPA and CFA credentials and extensive compensation committee and audit committee experience at other public companies; no TSR, overboarding, or attendance concerns.
Independent director since 2023; qualifies for the 24-month new director exemption and brings technology, cybersecurity, and broad board governance experience relevant to Peoples' operations.
Independent director since 2021 with over 45 years of banking experience including 17 years as CEO of a publicly-traded community bank; no overboarding, attendance, or TSR concerns.
Non-independent director and CEO since March 2024; joined the board in 2024 so is within the 24-month new director exemption from the TSR trigger, and his operational knowledge of Peoples provides valuable boardroom perspective.
All 11 nominees are recommended FOR. PEBO's 3-year total return of +34.0% outperforms the company-disclosed peer median by +5.4 percentage points, well below the 50pp underperformance threshold required to trigger a withhold vote under the strong-positive-TSR tier. No director is overboarded, attendance was 96% or above for all incumbents, no familial relationships with senior management were disclosed, all non-employee directors are classified as independent, and audit committee members include multiple individuals with demonstrated financial expertise.
Say on Pay
✓ FORCEO
Tyler J. Wilcox
Total Comp
$1,500,327
Prior Support
significant majority (17 consecutive years of approval per proxy disclosure)%
CEO total compensation of $1,500,327 is reasonable for the head of a $1.1B community bank and is not flagged as materially above benchmark for this title, sector, and market-cap band. PEBO's 3-year stock return of +34.0% outpaces both the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark by approximately 0pp and the disclosed peer group median by +5.4pp, indicating that incentive pay is aligned with shareholder outcomes rather than being above-benchmark pay paired with underperformance. The company discloses a clawback policy, uses performance-linked equity awards, and has received consistent shareholder support over 17 consecutive years with no indication of a prior-year vote below 70% that went unaddressed.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a $1.1B market-cap community bank. Auditor tenure is not explicitly stated in the provided filing text, so the tenure trigger cannot be confirmed and per policy defaults to FOR; the specific fee dollar amounts were not present in the excerpted fee table text provided, so the non-audit fee ratio test cannot be computed, but no red flags regarding independence or restatements are evident in the filing.
Overall Assessment
This is a routine annual meeting with three standard proposals — director elections, Say on Pay, and auditor ratification — and no stockholder proposals. All recommendations are FOR: the board slate is clean with strong stock performance relative to peers, CEO pay is reasonable for the company's size and performance, and Ernst & Young is an appropriate Big 4 auditor for Peoples Bancorp.
Compensation Peer Group
26 companies disclosed in 2026 proxy filing