pebo-20240319


1.						To elect eleven directors nominated by the Peoples Board of Directors, each to serve for a term of one year expiring at the 2025 Annual Meeting of Shareholders.

2.						To consider and vote upon a proposal to approve a non-binding advisory resolution to approve the compensation of Peoples’ named executive officers as disclosed in the accompanying Proxy Statement for the Annual Meeting.

3.						To conduct an advisory vote on the frequency of future advisory votes on the compensation of Peoples' named executive officers.

4.						To consider and vote upon a proposal to ratify the appointment of Ernst & Young LLP as Peoples’ independent registered public accounting firm for the fiscal year ending December 31, 2024.

5.						To transact any other business that properly comes before the Annual Meeting. As of the date of this Proxy Statement, Peoples' Board of Directors is not aware of any other business to come before the Annual Meeting.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders over the internet. On or about the date of this Notice of Annual Meeting of Shareholders, we began mailing a notice of internet availability of proxy materials (the “Notice of Internet Availability”) to shareholders of record at the close of business on February 26, 2024. The Notice of Internet Availability contains information on how to access the Notice of Annual Meeting of Shareholders, the Proxy Statement (which describes in detail each of the matters to be considered at the Annual Meeting), the form of proxy and Peoples’ 2023 Annual Report to Shareholders over the internet, as well as instructions on how to request a paper copy of the proxy materials. At the same time, we provided shareholders of record with access to our online proxy materials and filed our proxy materials with the SEC. We believe furnishing proxy materials to our shareholders over the internet allows us to provide our shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If you have received the Notice of Internet Availability, you will not receive a printed copy of the proxy materials unless you request it by following the instructions for requesting such proxy materials contained in the Notice of Internet Availability and summarized on the following page.


Before you vote, access the proxy materials in one of the following ways prior to the Annual Meeting:

To view Online: Visit www.proxydocs.com/pebo 24 hours a day, seven days a week, until the polls close during the Annual Meeting. With your Notice of Internet Availability handy, follow the instructions to log in, and view copies.

To request and receive a PAPER or E-MAIL copy:

You MUST REQUEST a paper or e-mail copy of the proxy materials. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

(1) Over the Internet:			www.proxydocs.com/pebo
(2) By Telephone:			1-866-870-3684
(3) By E-Mail*:			paper@investorelections.com

*If you request proxy materials by e-mail, please send a blank e-mail with “PEBO Materials Request” included in the subject line. The e-mail must include: (i) the 11-digit control # located in the box in the upper right hand corner on the front of your Notice of Internet Availability; (ii) your preference to receive printed proxy materials via mail or to receive an e-mail with links to the electronic proxy materials; (iii) if you choose e-mail delivery, the e-mail address to which the links to the electronic proxy materials is to be sent; and (iv) if you would like this election to apply to the delivery of materials for all future meetings, write the word “Permanent” and include the last 4 digits of your Social Security Number or Tax Identification Number in the e-mail. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2024 to facilitate timely delivery of the proxy materials.

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Peoples Bancorp Inc. (“Peoples”) for use at the Annual Meeting of Shareholders, to be held on Thursday, April 25, 2024, at 10:00 a.m., Eastern Daylight Saving Time (the “2024 Annual Meeting” or the “Annual Meeting”). This Proxy Statement summarizes the information that you will need in order to vote. The Annual Meeting will be held solely over the internet in a virtual-only format, which means that you will be able to participate in the Annual Meeting, vote, and submit your questions during the Annual Meeting via live webcast by visiting www.proxydocs.com/pebo. Because the Annual Meeting will be held in a virtual-only format, you will not be able to attend the Annual Meeting in person at a physical location.

Peoples has two wholly-owned operating subsidiaries: Peoples Bank and Peoples Investment Company, and Peoples holds all of the common securities of NB&T Statutory Trust III, FNB Capital Trust One, Ascencia Statutory Trust I, and Porter Statutory Trusts II-IV. Peoples Bank’s operating subsidiaries include an insurance agency, Peoples Insurance Agency, LLC, and an equipment leasing company, Vantage Financial, LLC. In 2003, Peoples established Peoples Bank Foundation, Inc. as an independent charitable foundation to provide financial assistance and grants to local organizations within Peoples’ market area.

Statement, form of proxy, Notice of Annual Meeting of Shareholders, or Notice of Internet Availability, as applicable, a shareholder proposal that is received after that date or that otherwise fails to meet the requirements for shareholder proposals established by the applicable SEC rules. In addition, in order to comply with the universal proxy rules, shareholders who intend to solicit proxies for the 2025 Annual Meeting in support of director nominees other than Peoples' nominees must provide notice to Peoples that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no later than February 24, 2025.

The SEC has promulgated rules relating to the exercise of discretionary voting authority under proxies solicited by the Board. If a shareholder intends to present a proposal at the 2025 Annual Meeting without inclusion of that proposal in Peoples’ proxy materials, and does not notify the Corporate Secretary of Peoples of the proposal by January 29, 2025, or if Peoples meets other requirements of the applicable SEC rules, the proxies solicited by the Board for use at the 2025 Annual Meeting will confer discretionary authority to vote on the proposal should it then be raised at the 2025 Annual Meeting.

If, at the close of business on February 26, 2024, your common shares were held in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of common shares held in “street name” and a notice directing you to the website where you can access our proxy materials is being forwarded to you by that organization. The organization holding your account is considered the registered shareholder for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization how to vote the common shares in your account. If that organization is not given specific direction, common shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the Annual Meeting other than the ratification of the appointment of Peoples’ independent registered public accounting firm. Please direct your brokerage firm, bank or other similar organization how to vote your common shares following the instructions provided by that organization.

If you participate in the Peoples Bancorp Inc. Retirement Savings Plan (the “Retirement Savings Plan”), you will be entitled to instruct the trustee of the Retirement Savings Plan how to vote common shares that have been allocated to your account. If you are such a participant, you will receive a Notice of Internet Availability that provides instructions for accessing our proxy materials over the internet for the common shares allocated to your account in the Retirement Savings Plan. The Notice of Internet Availability also provides instructions on how you may request a paper or e-mail copy of our proxy materials. You may vote the common shares allocated to your account by following the instructions stated on your Notice of Internet Availability or on your Proxy Card (if you requested a paper copy of our proxy materials). If you do not provide voting instructions to the trustee of the Retirement Savings Plan by 11:59 p.m., Central Daylight Saving Time, on April 21, 2024, the trustee will not vote the common shares allocated to your account.

Those common shares represented by properly-authenticated internet or telephone voting instructions that are submitted prior to the deadline for doing so or a properly-executed Proxy Card (if you requested a paper copy of our proxy materials) that is received no later than April 24, 2024, and not subsequently revoked, will be voted in accordance with your instructions by your “proxies” (the individuals named in the voting instructions or on your Proxy Card). If you timely submit a valid Proxy Card prior to the Annual Meeting, or timely submit your voting instructions via the internet or by telephone, but do not complete the Proxy Card or voting instructions, your proxies will vote your common shares as recommended by the Board, except in the case of broker non-votes, where applicable, as follows:

Under Peoples’ Code of Regulations, a quorum is a majority of the voting shares of Peoples then outstanding and entitled to vote at the Annual Meeting. Other than the common shares, there are no voting shares outstanding. Common shares may be voted online during the Annual Meeting or represented by proxy at the Annual Meeting. Both abstentions and broker non-votes are counted as being present for purposes of determining the presence of a quorum. There were 35,493,152 common shares outstanding and entitled to vote on February 26, 2024, the record date for the Annual Meeting. A majority of the outstanding common shares, or 17,746,577 common shares, voted by telephone or online before or during the Annual Meeting or represented by proxy, will constitute a quorum. A quorum must exist to conduct business at the Annual Meeting.

Item

Vote Required

Impact of Abstentions and

Broker Non-Votes, if any

Election of Directors

Under Ohio law and Peoples’ Code of
Regulations, the eleven nominees for
election as directors of Peoples receiving the greatest number of votes “FOR” their election will be elected as directors of Peoples.

•Common shares as to which the
authority to vote is withheld will be
counted for quorum purposes, but will not affect whether a nominee has received sufficient votes to be elected as a director. However, common shares to which the authority to vote is withheld will be treated as a vote against the nominee for the purpose of the majority vote standard provisions in our Corporate Governance Guidelines.

•Broker non-votes will not count as a vote on the proposal and will not
affect the outcome of the vote.

Approval of Non-Binding
Advisory Resolution to
Approve Compensation of
Peoples’ Named Executive
Officers

The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to approve the non-binding advisory resolution to approve the compensation of Peoples’ named executive officers as disclosed in this Proxy Statement.

•Abstentions have the same effect as a vote “AGAINST” the proposal.

•Broker non-votes will not be counted in determining whether the proposal has been approved.

Determination, in a Non-Binding Advisory Vote, of the Frequency of Future Shareholder Advisory Votes on the Compensation of Peoples' Named Executive Officers

The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to approve on a non-binding advisory basis, one of the selections as to the frequency of future shareholder advisory votes on the compensation of Peoples’ named executive officers.

•Abstentions will not count as a vote for any of the selections and will not affect the outcome of the vote.

•Broker non-votes will not count as a vote for any of the selections and will not affect the outcome of the vote.

Ratification of Appointment
of Independent Registered
Public Accounting Firm

•Abstentions have the same effect as a vote “AGAINST” the proposal.

This solicitation of proxies is being made on behalf of the Board. Peoples will pay the costs of soliciting proxies on behalf of the Board, other than the internet access or telephone usage fees, which may be charged to shareholders when voting electronically or by telephone. In addition to mailing the Notice of Internet Availability (or, if applicable, paper copies of the proxy materials) to registered shareholders as of the close of business on February 26, 2024, the brokerage firms, banks and other nominees holding our common shares for beneficial owners of such common shares must provide a notice as to where the beneficial owners can access our proxy materials in order that such common shares may be voted. Solicitation may also be made by directors, officers and employees of Peoples and our subsidiaries by further mailings, telephone, electronic mail, facsimile, or personal contact. Directors, officers and employees who help us in the solicitation will not be specifically compensated for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. Peoples will reimburse its transfer agent, as well as brokerage firms, banks and other nominees, for their reasonable out-of-pocket expenses in forwarding the proxy materials to the beneficial owners.

(2)Based on information contained in a Schedule 13G/A, dated January 25, 2024 and filed with the SEC on the same date, on behalf of BlackRock, Inc., to report the beneficial ownership by its subsidiaries (BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Asset Management Ireland Limited; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.; BlackRock Fund Managers Ltd; BlackRock Asset Management Schweiz AG; and BlackRock Investment Management, LLC) of common shares of Peoples as of December 31, 2023, and, consequently, the beneficial ownership of BlackRock, Inc. may have changed prior to the printing of this Proxy Statement. The Schedule 13G/A reported that BlackRock, Inc., through its subsidiaries, had sole voting power as to 2,752,480 common shares and sole investment power as to 2,835,787 common shares.

sole voting power as to 2,371,030 common shares and sole investment power as to 2,412,411 common shares, all of which common shares were held in portfolios of four registered investment companies to which Dimensional Fund Advisors LP or one of its subsidiaries furnishes investment advice and of certain other commingled funds, group trusts and separate accounts for which Dimensional Fund Advisors LP or one of its subsidiaries serves as investment manager or sub-adviser. The common shares reported were owned by the investment companies, commingled funds, group trusts and separate accounts. Dimensional Fund Advisors LP disclaimed beneficial ownership of the reported common shares.

(5)Based on information contained in a Schedule 13G/A, dated January 23, 2024 and filed with the SEC on January 30, 2024, on behalf of Franklin Mutual Advisers, LLC, a registered investment adviser, to report its beneficial ownership of common shares of Peoples as of December 31, 2023, and, consequently, the beneficial ownership of Franklin Mutual Advisers, LLC may have changed prior to the printing of this Proxy Statement. The Schedule 13G/A reported that Franklin Mutual Advisers, LLC had sole voting power as to 1,705,659 common shares and sole investment power as to 1,811,330 common shares. The common shares reported were beneficially owned by one or more open-end investment companies or other managed accounts that are investment management clients of Franklin Mutual Advisers, LLC.


Amount and Nature of Beneficial Ownership (1)
Name of Beneficial Owner	Common Shares Presently Held		Percent of Class (2)	Additional Share Interests (3)	Total Share Interests
Tara M. Abraham	25	(4)	(5)	26,597	26,622
Kathryn M. Bailey (6)	40,365	(7)	(5)	—	40,365
S. Craig Beam	26,601	(8)	(5)	—	26,601
David F. Dierker	18,555	(9)	(5)	20,026	38,581
Hugh J. Donlon (6)	7,936	(10)	(5)	—	7,936
W. Glenn Hogan	530,461	(11)	1.49%	—	530,461
James S. Huggins	12,668	(12)	(5)	12,239	24,907
Brooke W. James	238,742	(13)	(5)	—	238,742
Susan D. Rector	25,492	(14)	(5)	16,731	42,223
Kevin R. Reeves	8,347	(15)	(5)	—	8,347
Carol A. Schneeberger	51,610	(16)	(5)	—	51,610
Frances A. Skinner	4,640	(17)	(5)	7,674	12,314
Dwight E. Smith	3,416	(18)	(5)	—	3,416
Charles W. Sulerzyski (6)	109,636	(19)	(5)	—	109,636
Michael N. Vittorio	7,145	(20)	(5)	—	7,145
Tyler J. Wilcox (6)	48,970	(21)	(5)	—	48,970
Douglas V. Wyatt (6)	23,813	(22)	(5)	—	23,813
All current directors and executive officers as a group (numbering 22)	1,229,550	(23)	3.46%	83,267	1,312,817

(7)Includes 3,710 common shares held by Kathryn M. Bailey in the Peoples Bancorp Inc. Employee Stock Purchase Plan (the “ESPP”), as to which Ms. Bailey exercises sole voting and investment power. Also includes (i) 952 unvested restricted common shares which were granted to Ms. Bailey on February 9, 2021 and will vest as described in footnote (1) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” (ii) 3,104 unvested restricted common shares which were granted to Ms. Bailey on February 9, 2022 and will vest as described in footnote (2) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;" (iii) 3,795 unvested restricted common shares which were granted to Ms. Bailey on February 8, 2023 and will vest as described in footnote (3) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;" (iv) 9,604 unvested restricted common shares which were granted to Ms. Bailey on June 1, 2023 and will vest as described in footnote (5) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;" and (v) 5,014 unvested restricted common shares which were granted to Ms. Bailey on February 7, 2024 and will vest as described in footnote (4) to the table under "OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023.” Ms. Bailey has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Ms. Bailey at the same time as the underlying restricted common shares vest, if at all.

(10)Includes 7,936 unvested restricted common shares which were granted to Hugh J. Donlon on October 1, 2023 and will vest as described in footnote (6) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023.” Mr. Donlon has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Mr. Donlon at the same time as the underlying restricted common shares vest, if at all.

(14)Includes 6,653 common shares held in an investment account by Susan D. Rector, as to which Ms. Rector exercises sole voting and investment power. Does not include 2,995 common shares held of record and beneficially owned by Ms. Rector's husband, as to which Ms. Rector has no voting or investment power and disclaims beneficial ownership. Also does not include 16,731 common shares accrued to Ms. Rector’s bookkeeping account under the Deferred Compensation Plan for Directors, as to which Ms. Rector has no voting or investment power, or the right to acquire such common shares within 60 days of February 26, 2024.

(19)Includes 41,582 common shares held in an investment account by Charles W. Sulerzyski, as to which Mr. Sulerzyski exercises sole voting and investment power. Includes 9,596 common shares held by Mr. Sulerzyski in the ESPP, as to which Mr. Sulerzyski exercises sole voting and investment power. Also includes (i) 7,210 unvested restricted common shares which were granted to Mr. Sulerzyski on February 9, 2021 and will vest as described in footnote (1) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” (ii) 14,576 unvested restricted common shares which were granted to Mr. Sulerzyski on February 9, 2022 and will vest as described in footnote (2) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” (iii) 18,943 unvested restricted common shares which were granted to Mr. Sulerzyski on February 8, 2023 and will vest as described in footnote (3) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” and (iv) 20,809 unvested restricted common shares which were granted to Mr. Sulerzyski on February 7, 2024 and will vest as described in footnote (4) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023.” Mr. Sulerzyski has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Mr. Sulerzyski at the same time as the underlying restricted common shares vest, if at all.

(21)Includes 1,754 common shares held by Tyler J. Wilcox in the ESPP as to which Mr. Wilcox exercises sole voting and investment power. Also includes (i) 1,270 unvested restricted common shares which were granted to Mr. Wilcox on February 9, 2021 and will vest as described in footnote (1) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” (ii) 3,104 unvested restricted common shares which were granted to Mr. Wilcox on February 9, 2022 and will vest as described in footnote (2) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” (iii) 3,630 unvested restricted common shares which were granted to Mr. Wilcox on February 8, 2023 and will vest as described in footnote (3) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” (iv) 19,208 unvested restricted common shares which were granted to Mr. Wilcox on June 1, 2023 and will vest as described in footnote (5) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” and (v) 5,730 unvested restricted common shares which were granted to Mr. Wilcox on February 7, 2024 and will vest as described in footnote (4) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023.” Mr. Wilcox has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Mr. Wilcox at the same time as the underlying restricted common shares vest, if at all.

(22)Includes (i) 1,588 unvested restricted common shares which were granted to Mr. Wyatt on February 9, 2021 and will vest as described in footnote (1) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” (ii) 2,949 unvested restricted common shares which were granted to Mr. Wyatt on February 9, 2022 and will vest as described in footnote (2) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” (iii) 3,630 unvested restricted common shares which were granted to Mr. Wyatt on February 8, 2023 and will vest as described in footnote (3) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023;” and (iv) 4,477 unvested restricted common shares which were granted to Mr. Wyatt on February 7, 2024 and will vest as described in footnote (4) to the table under “OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023.” Mr. Wyatt has voting power with respect to all of the reported restricted common shares and the right to receive dividends paid with respect to the underlying common shares at the same level as dividends paid to other shareholders of Peoples; however, the dividends will be accrued and paid to Mr. Wyatt at the same time as the underlying restricted common shares vest, if at all.

Section 16(a) of the Exchange Act requires that Peoples’ directors and executive officers, and any persons beneficially owning more than 10 percent of Peoples’ outstanding common shares, file statements (also referred to as reports) with the SEC reporting their initial beneficial ownership of common shares and any subsequent changes in their beneficial ownership. Peoples is required to disclose in this Proxy Statement any late reports, if any reports were not filed within the time periods mandated by the SEC. Based solely on Peoples’ review of (i) Section 16(a) reports filed electronically with the SEC on behalf of these persons for their transactions during Peoples’ 2023 fiscal year and (ii) written representations received from these persons that no other Section 16(a) reports were required to be filed by them for transactions during Peoples’ 2023 fiscal year (including no Form 5), Peoples believes that all Section 16(a) filing requirements applicable to Peoples’ executive officers and directors, and persons holding more than 10 percent of Peoples’ outstanding common shares, were complied with, except:

During the 2023 fiscal year, Peoples Bank entered into banking transactions (including deposit, trust or other banking services and/or loans and loan commitments) with certain executive officers and directors of Peoples, with members of their respective immediate families and with corporations or organizations as to which directors of Peoples serve as executive officers or beneficially own more than 10% of the equity securities. These transactions were in the ordinary course of their respective businesses and in compliance with applicable federal and state laws and regulations. It is expected that similar banking transactions will be entered into in the future. Any loans to these persons (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates charged and collateral required, as those prevailing at the time for comparable loans with persons not related to Peoples or Peoples Bank, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features to Peoples or Peoples Bank. As of the date of this Proxy Statement, none of the loans described in this paragraph is or would be disclosed as past due, nonaccrual or modified for borrowers experiencing difficulty in Peoples’ consolidated financial statements and each loan was performing in accordance with its original terms.

A “related person transaction” is any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which: (1) Peoples or one of our subsidiaries was, is or will be a party or participant, or had, has or will have a direct or indirect interest; (2) the amount involved exceeds or is expected to exceed $120,000, or if the limitations prescribed by Regulation O apply, such lesser amount, if any, as may be prescribed by Regulation O; and (3) a related person had, has or will have a direct or indirect interest. A “related person” is a person who is or was an executive officer, a director, or a nominee for election as a director at any time since the beginning of Peoples’ last fiscal year or a five percent shareholder of Peoples at the time of the occurrence or at any time during the existence of the transaction, and their respective immediate family members. Related person transactions deemed pre-approved or ratified, as appropriate, include:

Peoples is led by Charles W. Sulerzyski, who serves as President and Chief Executive Officer and as a director, and Susan D. Rector, an independent director who serves as non-executive Chairman of the Board, a position she has held since October 2020. The Board is comprised of Mr. Sulerzyski and 12 non-management directors (10 following the upcoming retirements of Ms. Abraham and Mr. Huggins on April 25, 2024), all of whom are independent as of the date of this Proxy Statement. Peoples believes that the independent directors provide objective oversight of management performance as a key component of efficient corporate governance and overall risk management. At this time, the Board has determined that the most effective leadership structure for Peoples is for a different person to serve as each of the Chief Executive Officer and the Chairman of the Board, coupled with independent chairs of each of the Audit Committee, the Compensation Committee, the Governance and Nominating Committee and the Risk Committee. The Board regularly deliberates and discusses what it believes is the appropriate leadership structure based upon the needs of Peoples in order to provide effective oversight of management.

In addition to considering the objective criteria, as required by the Nasdaq Rules, the Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of the Board, would interfere with such individual’s exercise of independent judgment in carrying out the responsibilities of a director. In making these independence determinations, the Board has reviewed, considered and discussed each director’s business and personal relationships, both direct and indirect, if any, with Peoples and our subsidiaries, and the compensation and other payments each director and such director’s immediate family members have, both directly and indirectly, received from or made to Peoples and our subsidiaries and presently expect to receive from or make to Peoples and our subsidiaries. Based on that review, consideration and discussion, the Board has determined that at least a majority of its members qualify as independent directors.

The Board has further determined that each of the following current directors has no financial or personal ties, either directly or indirectly, with Peoples or our subsidiaries (other than compensation received in the individual’s capacity as a director of Peoples and our subsidiaries, non-preferential banking relationships in the ordinary course of business with Peoples Bank and ownership of common shares of Peoples as described in this Proxy Statement) and thus qualifies as independent: Tara M. Abraham; S. Craig Beam; David F. Dierker; W. Glenn Hogan; James S. Huggins; Brooke W. James; Susan D. Rector; Kevin R. Reeves; Carol A. Schneeberger; Frances A. Skinner; Dwight E. Smith; and Michael N. Vittorio.

Our vision at Peoples is to be the “Best Community Bank in America.” We are committed to conducting our business in a way that ensures that Peoples will be around for many years to come. Our actions are guided by our core values represented by the Promise Circle, which embodies how we do business, and our never-ending pursuit of creating value for our employees (or as we also often refer to them, “our associates”), our communities, our clients and our shareholders. Being true to these core values in the decisions we make and in our business practices is essential to driving sustainable long-term growth.


The Board’s Governance and Nominating Committee provides oversight of Peoples’ practices and reporting with respect to environmental, social and governance (“ESG”) matters, and the Board’s Risk Committee is responsible for oversight of ESG-related risks. Our executive leadership team is tasked with setting strategy and driving progress in our ESG initiatives. We believe in focusing our efforts where we can have the most impact. Consequently, our ESG areas of focus are organized around our associates, our local communities, our clients and our shareholders. By relentlessly pursuing the creation of value for all four, we will ensure the sustainability of our business for many years to come.

✓ American Banker “Best Banks to Work For” for three consecutive years (2023, 2022 and 2021)

✓ "Top Workplaces in the USA" for two consecutive years (2023 and 2022)

✓ Commitment to culture of diversity and inclusion

✓ Comprehensive and competitive compensation and benefits package, including $15/hour minimum wage

✓ Scholarship program for children of our associates, offering four scholarships per year

✓ Over $2 million contributed in 2023 in donations and sponsorships to local community organizations by Peoples Bank and Peoples Bank Foundation

✓ Each associate provided 8 hours of paid time off to be used for community service

✓ CRA rating of “Outstanding” for meeting the credit needs of our communities

✓ Associates have contributed over $500,000 from their own pockets to local area food banks since April 2020

✓ Newsweek "America’s Best Banks 2023, Best Small Bank in Ohio” and America's Best Regional Banks 2024

✓ Multiple regional "Best of Best" awards by local newspapers

✓ Culture of only delivering to clients what they want and need – not pushing products

✓ Effective Risk Committee and risk management framework

✓ Strong dedication to information security and data privacy

✓ Pay-for-performance alignment

✓ Executive Incentive Compensation Clawback Policy

✓ Commitment to a fair, ethical and responsible corporate governance program

✓ 92% of Board comprised of independent directors as of February 26, 2024

✓ 54% of Board is diverse in terms of gender or race/ethnicity as of February 26, 2024

✓ Directors elected annually to be more responsive to shareholders

We are also committed to pay equity, and we regularly review our compensation model to ensure fair and inclusive pay practices across our businesses. Some of our recent workforce investment highlights include establishing a company-wide minimum wage of $15 per hour and adding parental leave in 2022. We also added two additional annual scholarships in 2023 - bringing the total to four annual scholarships offered to children of associates - with a focus on technical or trade training for the two new scholarships. We provide educational offerings to colleagues believed to be suited for leadership roles within Peoples. We survey our associates to gauge their satisfaction and to solicit feedback, and management thoroughly reviews the results. Management addresses issues raised by surveys in a timely manner and provides regular progress updates as the survey results are used to continually improve the workplace for associates. In addition, the Peoples Professional Development Associate Program provides a unique opportunity for recent college graduates to immerse themselves in the financial industry and gain valuable real-world experience.

We are committed to providing equal employment opportunities for training, compensation, transfer, promotion and other aspects of employment for all qualified applicants and associates without regard to sex, race, color, religion, national origin, age, disability, sexual orientation or veteran status. A diverse and inclusive workplace begins with our core value of “Respect for All” – treating all associates and clients with respect. Our goal is to attract, retain and develop a workforce that is diverse in background, knowledge, skill and experience. As of December 31, 2023, women represented 70% of Peoples’ workforce.

At Peoples, we continually strive to use our knowledge, talents and resources to improve the quality of life in our communities. We are committed to making a positive and meaningful difference in the neighborhoods where we work and live. Therefore, we measure success not only in financial terms, but also in our ongoing actions such as fundraising efforts, educational sponsorship, community development, food drives, and partnerships with local universities. Our charitable giving occurs in two distinct areas - financial contributions and volunteerism - both of which are of equal importance and emphasis within our organization.

Peoples and our foundation, Peoples Bank Foundation, Inc. (the "Foundation"), collectively contributed over $2 million in 2023 in sponsorships and donations to charitable causes and organizations within the communities we serve. Contributions were made in the areas of economic development, youth and education, human services for low to moderate income individuals, arts and culture, and environmental stewardship. Specifically, Peoples Bank Foundation awarded over $700,000 in grants and scholarships to non-profit organizations and local students in 2023. Peoples Bank made several donations in 2023, including $250,000 to Memorial Health Systems for a new Women and Children's Hospital and fulfilling an annual pledge of $50,000 to Ohio Valley Museum of Discovery. Since 2020, we are extremely proud that our associates have donated over $500,000 from their own pockets to local area food banks. In total, the Peoples Bank Foundation awarded over 200 grants across eight states and Washington, D.C. in 2023. Since its inception in 2003, Peoples Bank Foundation has awarded over $7 million in grants and scholarships.

Peoples associates are encouraged to volunteer in their communities. We provide every associate with eight hours of paid time off to use for community service each year. Peoples Bank is proud to be able to support many events and organizations across our footprint including youth sports and education programs, as well as community development organizations. There are Peoples associates with backgrounds in residential lending on affordable housing non-profit boards of directors in Cincinnati and Columbus, and there are Peoples associates serving as treasurers on local food banks and pantries that serve multiple states. Our associates regularly volunteer their time with local United Way organizations and serve on boards of other local non-profit institutions. In 2022 and 2023, we partnered with Cristo Rey High School in Columbus, Ohio to provide internships to low-income high school students. Supporting our communities is core to our mission, and we will continue to partner with, and strengthen our relationships with, organizations that share our values.

paper used in our business. In addition, we employ recycling collection bins for aluminum, plastic and paper, and we recycle toner cartridges and electronic equipment. During branch renovations in 2023, we donated approximately 200 pieces of furniture to non-profit and other organizations rather than sending these items to the landfill. We are adding solar panels to our branches in Jackson, Ohio and Brooksville, Kentucky, which will produce at least 90% of the average energy used at each branch, and we plan to install solar panels to additional branch locations in 2024. In 2023, Peoples continued its purchase of renewable energy production for a majority of its Ohio locations. Going forward, we will continue to focus on reducing paper usage through digitization, waste reduction and energy and resource efficiency in our facilities.

One of our core values is Clients First. This means doing what is in the best interest and meets the needs of the client, and not pushing products. We are committed to meeting the financial needs of those in the communities we serve, including all low and moderate income and minority areas within our communities. We have consumer lending products such as our Dreams2Keys program, which helps borrowers in a low- to moderate-income census tract or located in a majority-minority census tract gain homeownership. We offer many ways to avoid the maintenance fee on our checking and savings products. Peoples Bank closed 446 small business loans totaling $51.4 million in 2023. Most importantly, we are proud that Peoples Bank received a Community Reinvestment Act (“CRA”) rating of “Outstanding” on its most recent performance evaluation by the Federal Reserve Bank of Cleveland. This rating is reflective of our record of meeting the credit needs of the communities we serve, including low-income and moderate-income neighborhoods. We are also proud to have opened a new branch location at 5727 Madison Road, Cincinnati, Ohio in 2023 in a majority-minority census tract.

Meeting the needs of our clients also means providing excellent service and timely resolution of any issues or questions they raise. To that end, we established a Client Advocacy position in 2022 and a Client Experience position in 2023 to streamline customer complaint management and resolution and to drive the implementation of process improvements that benefit clients. We also made a significant investment in 2023 to implement customer relationship management software from Salesforce, which will help us to better connect with and serve our clients. In addition, in early 2024, we created an internal call center to support our client-facing associates in providing timely assistance to our clients.

Peoples utilizes a comprehensive enterprise risk management framework to identify, assess, measure, monitor, report and control risks throughout the company, including ESG risks. The Risk Committee is comprised of all the independent directors of the Board, in addition to Peoples' Chief Executive Officer ("CEO"), and is responsible for oversight of our risk management processes. Our management level risk committee, which consists of senior leaders at Peoples and reports directly to the Risk Committee, develops our risk appetite, monitors key risk indicators and assesses and monitors current and emerging risks. Peoples’ Chief Risk Officer oversees our enterprise risk management framework and reports directly to the Risk Committee and administratively to our CEO.

We have adopted provisions in our Corporate Governance Guidelines providing that, in an election where the only nominees are those recommended by the Board, any nominee for election as a director who receives a greater number of votes “against” his or her election than votes “for” his or her election (a “Majority Withheld Vote”) is to promptly tender his or her resignation to the Chairman of the Board following certification of the shareholder vote. The Governance and Nominating Committee will promptly consider the tendered resignation and will recommend to the full Board whether to accept or reject the tendered resignation no later than 60 days following the date of the shareholders’ meeting at which the election occurred (the “Shareholder Meeting Date”). In considering whether to accept or reject the tendered resignation, the Governance and Nominating Committee will consider factors deemed relevant by the Governance and Nominating Committee members, including, without limitation, the director’s length of service, the director’s particular qualifications and contributions to Peoples, the reasons underlying the Majority Withheld Vote (if known) and whether these reasons can be cured, and compliance with stock exchange listing standards and our Corporate Governance Guidelines.

The Board will act on the Governance and Nominating Committee’s recommendation no later than 90 days following the Shareholder Meeting Date. In considering the Governance and Nominating Committee’s recommendation, the Board will consider the factors considered by the Governance and Nominating Committee and such additional information and factors the Board believes to be relevant. Following the Board’s decision on the Governance and Nominating Committee’s recommendation, Peoples will promptly disclose publicly the Board’s decision whether to accept the resignation as tendered (providing an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation) in a Current Report on Form 8-K filed with the SEC.

Any director who tenders his or her resignation pursuant to the Majority Withheld Vote provision is not to participate in the Governance and Nominating Committee recommendation, or the Board consideration, regarding whether to accept or reject the tendered resignation. If a majority of the members of the Governance and Nominating Committee were to receive a Majority Withheld Vote at the same election, then the independent directors who are then members of the Board and did not receive a Majority Withheld Vote will automatically be appointed to a special Board committee solely for the purpose of considering the tendered resignations and will recommend to the Board whether to accept or reject the tendered resignations.

Any communication to the Board or to individual directors may be mailed, in care of Peoples’ Corporate Secretary, to Peoples’ headquarters in Marietta, Ohio, and the mailing envelope must contain a clear notation indicating that the enclosed correspondence is a “Shareholder-Board Communication” or a “Shareholder-Director Communication” as appropriate. All such communications must identify the author as a shareholder of Peoples and clearly state whether the intended recipients are all members of the Board or certain specified individual directors. The Corporate Secretary will make copies of all such communications and circulate them to the appropriate director or directors without any screening. Any correspondence marked “personal and confidential” will be delivered by the Corporate Secretary to the intended recipient(s) without opening.

Peoples has a standing Governance and Nominating Committee that has the responsibility to identify and recommend to the full Board individuals qualified to become directors. Each candidate must satisfy the eligibility requirements set forth in Peoples’ Code of Regulations. To be eligible for election as a director, an individual must be a shareholder of Peoples. Peoples’ Corporate Governance Guidelines require that each director establish a financial stake in Peoples by developing a meaningful ownership position in Peoples over time as is appropriate given the director’s personal financial circumstances. However, within five years after the date of his or her initial election to the Board, each director must own common shares of Peoples having a market value equal to at least three times the annual base director retainer.

In considering candidates for the Board, the Governance and Nominating Committee evaluates the entirety of each candidate’s credentials. The Governance and Nominating Committee believes that all members of the Board should have the highest character and integrity, a reputation for working constructively with others, sufficient time to devote to Board matters and no conflict of interest that would interfere with performance as a director. When identifying nominees to serve as directors, the Governance and Nominating Committee will consider candidates in light of Peoples’ strategic plan and the current composition and needs of the Board. Factors that will be given weight in the consideration may include diversity in business and professional experience, skills, gender, ethnic background, as well as experience and/or residence in Peoples’ diverse market areas. Each of these factors will be considered in order to provide the greatest benefit to the shareholders of Peoples by selecting directors with the most exemplary credentials relative to Peoples’ business and markets.

A director must advise the Chairman of the Board and the Chair of the Governance and Nominating Committee in advance of accepting an invitation to serve as a director of another public company. The Governance and Nominating Committee will then review whether such other board membership may unduly impact the ability of the director to fulfill his or her responsibilities as a director of Peoples and, if so, must make a recommendation to the full Board. Generally, the Board believes that a director of Peoples should not serve on more than three public company boards of directors (including Peoples’ Board).

Shareholders may recommend director candidates for consideration by the Governance and Nominating Committee by writing to the Corporate Secretary of Peoples at Peoples’ executive offices in Marietta, Ohio. Such recommendation must provide the candidate’s name, age, business address, residence address, principal occupation or employment, and number of common shares beneficially owned. The recommendation must also describe the qualifications, attributes, skills and/or other qualities of the recommended director candidate. A written statement from the candidate consenting to be named as a director candidate and, if nominated and elected, to serve as a director must accompany any such recommendation.

Shareholders who wish to nominate an individual for election as a director at an annual meeting of the shareholders of Peoples must comply with the provisions of Peoples’ Code of Regulations regarding shareholder nominations. Shareholder nominations must be made in writing and delivered or mailed to the Corporate Secretary of Peoples not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors. However, if less than 21 days’ notice of the meeting is given to the shareholders, the nomination must be mailed or delivered to the Corporate Secretary no later than the close of business on the seventh day following the day on which the notice of the meeting was mailed to the shareholders. Nominations for the 2024 Annual Meeting must be received by April 11, 2024. Each nomination must contain the following information to the extent known by the nominating shareholder:

One member has been added to the Board since the 2023 Annual Meeting of Shareholders. Upon the unanimous recommendation of the Governance and Nominating Committee, at the May 25, 2023 Board meeting, the Board increased the number of directors to 13 and elected W. Glenn Hogan to fill the then newly-created vacancy. Mr. Hogan previously served as the Chairman of the Board of Limestone Bancorp, Inc. ("Limestone") and was identified by the Board from among the former directors of Limestone to be elected to the Peoples Board following Peoples merger with Limestone on April 30, 2023, in accordance with the merger agreement between Peoples and Limestone.

Peoples' Code of Regulations provides that the nominees for election as directors receiving the greatest number of votes “FOR” election as a director of Peoples will be elected. Except in the case of broker non-votes, common shares represented by properly-authenticated internet or telephone voting instructions, that are submitted prior to the deadline for doing so, or by properly-executed and returned Proxy Cards, that are received prior to the deadline for such receipt, will be voted as specified or, if no instructions are given, “FOR” the election of the Board’s nominees. Common shares as to which the authority to vote is withheld will not be counted toward the election of directors, or toward the election of the individual nominees specified on the Proxy Card and in the voting instructions. However, common shares as to which the authority to vote is withheld will be treated as a vote against the nominee for the purpose of the majority vote standard provisions in our Corporate Governance Guidelines. Broker non-votes will not be counted toward the election of directors, toward the election of the individual nominees specified on the Proxy Card and in the voting instructions, or for purposes of the majority vote standard provisions.


S. Craig Beam

Age: 72 Director Continuously Since: 2015						Co-Owner of Thorobeam Farm, LLC, a thoroughbred horse business headquartered in Sabina, Ohio, since 2006, and private investor since his retirement in 1999. Mr. Beam sold his sand, gravel and stone production business in 1999 after 28 years of ownership and operation. He was a member of the Board of Directors of NB&T Financial Group, Inc., a bank holding company headquartered in Wilmington, Ohio (“NB&T”), from 1990 until March 6, 2015, when NB&T merged into Peoples. During that time, he served on and chaired both NB&T’s Compensation Committee and NB&T's Nominating and Corporate Governance Committee. Mr. Beam was one of the two former NB&T directors selected by Peoples to join the Board as required by the merger agreement between Peoples and NB&T.
Mr. Beam brings to the Board many years of experience as a board member of a publicly-traded bank holding company and an in-depth knowledge of the southwest Ohio markets served by Peoples.


David F. Dierker

Age: 66 Director Continuously Since: 2014						Retired banking executive with SunTrust Banks, Inc., a financial services company headquartered in Atlanta, Georgia. Mr. Dierker held various senior level positions with SunTrust Banks, Inc. from 1996 until his retirement in 2013, including serving as Chief Administrative Officer from 2006 to 2013.
Mr. Dierker brings to the Board more than 36 years of experience working with financial institutions, including roles in finance and administration. In his role as Chief Administrative Officer of SunTrust Banks, Inc., he directed a variety of corporate functions, including human resources, internal audit, business strategy, supplier management, corporate real estate, regulatory reform and corporate communications. His extensive industry experience and financial expertise make him a valuable asset to the Board and, in particular, the Audit Committee and the Risk Committee.


W. Glenn Hogan

Age: 66 Director Continuously Since: 2023						Founder and Chief Executive Officer of Hogan Real Estate, and its subsidiaries and affiliated companies. Hogan Real Estate is a full service commercial real estate company founded in 1987 that focuses on development of stand-alone retail and retail shopping centers. Mr. Hogan served as the Chairman of the Board of Limestone and as a director of Limestone and Limestone Bank from 2006 until April 30, 2023, when Limestone merged into Peoples. During that time he served on Limestone's Audit Committee, Loan Committee and Compensation Committee. Mr. Hogan was the director selected by Peoples to join the Board as required by the merger agreement between Peoples and Limestone.
Mr. Hogan brings to the Board many years of experience as a board member of a publicly-traded bank holding company and an in-depth knowledge of the western and central Kentucky markets served by Peoples. Mr. Hogan is also a successful business owner with experience and expertise in commercial real estate and its financing.


Brooke W. James

Age: 51 Director Continuously Since: 2015						Partner and co-business administrator for WMSALL Farms, her family’s farming operation in Wilmington, Ohio, since 1999. Teacher at the Columbus School for Girls in Columbus, Ohio, from 2001 to 2005. Ms. James was a member of the Board of Directors of NB&T from 2005 until March 6, 2015, when NB&T merged into Peoples. During that time, she served on NB&T’s Audit Committee. Ms. James was one of the two former NB&T directors selected by Peoples to join the Board as required by the merger agreement between Peoples and NB&T.
Ms. James brings to the Board many years of experience as a board member of a publicly-traded bank holding company and knowledge of the southwest Ohio markets served by Peoples. As a significant shareholder of Peoples, she also provides the Board with insight into the expectations of Peoples’ shareholders.


Susan D. Rector

Age: 65 Director Continuously Since: 2011						Attorney-At-Law. Partner in the law firm of Peterson Connors LLP in Columbus, Ohio since April 2017. Partner in the law firm of Ice Miller LLP (formerly Schottenstein, Zox & Dunn Co., LPA) in Columbus, Ohio from 1987 until April 2017. Ms. Rector has served as Chairwoman of the Board of Peoples and Peoples Bank since October 2020.
Ms. Rector brings to the Board valuable experience as an attorney, practicing primarily in the areas of intellectual property law, information technology law and business transactions, including business formations, restructurings, and mergers and acquisitions. Her extensive experience in assisting both start-up and established businesses with complex technology, information technology and e-commerce issues provides significant value to the Board as the internet and mobile operations of Peoples Bank continue to grow and artificial intelligence technology is becoming part of bank operations. Her practice with regulated entities provides experience with compliance issues and governmental oversight. She also has over 35 years of experience serving on and chairing nonprofit boards where she has focused on trustee nominations, board governance and oversight.


Kevin R. Reeves

Age: 57 Director Continuously Since: 2022						Head of US Markets in Zero Carbon Energy for BP’s Gas & Low Carbon Energy Group since January 2022. Mr. Reeves has worked for BP PLC, one of the world’s leading integrated oil and gas companies, since June 2014. Prior to assuming his current responsibilities, Mr. Reeves led BP’s energy marketing efforts in the Midwest and Northeast United States as Vice President, Natural Gas & Power Origination. Mr. Reeves previously worked for American Electric Power Energy Partners from August 2002 to May 2014 in energy marketing roles; for Reliant Energy’s Wholesale Group from October 1999 to June 2002 as director of wholesale energy sales in the southwestern United States; and for Enron North America from August 1995 to October 1999 as manager for industrial and energy marketing. Prior to embarking on his career in the private sector, Mr. Reeves served as a PATRIOT missile battery launcher platoon leader in Germany and Saudi Arabia during the First Gulf War, serving from May 1988 to May 1993.
Mr. Reeves brings to the Board more than 25 years of experience in commodity risk management within the highly regulated energy industry. Mr. Reeves also has experience serving on nonprofit boards, where he has held leadership positions and served as a member of audit and finance committees.


Carol A. Schneeberger

Age: 67 Director Continuously Since: 2023						Retired bank executive who served as Executive Vice President and Chief Administrative Officer of Peoples and Peoples Bank from July 2011 to March 31, 2020. Prior to July 2011, Ms. Schneeberger, a Certified Public Accountant (retired), held a variety of different leadership positions with Peoples, including serving as interim Chief Financial Officer from April 2007 to May 2008. During her tenure at Peoples, she also served as Auditor and as Director of Human Resources. Ms. Schneeberger joined Peoples in 1977 as a bank teller, and retired on March 31, 2020 after more than 42 years of service.
Ms. Schneeberger’s previous role as Executive Vice President and Chief Administrative Officer of Peoples and Peoples Bank provides her with substantial knowledge of the organization and its operations, especially in the areas of internal controls, information security and technology, regulatory compliance, risk management and operations. Ms. Schneeberger has been involved with several community and charitable organizations. She currently serves on the boards of Marietta Community Foundation and Marietta Area Health Care, Inc.


Frances A. Skinner

Age: 59 Director Continuously Since: 2021						Partner and co-founder of AUM Partners, LLC, a consulting firm specializing in leadership development at financial services firms, where she worked from its founding in September 2009 to April 2018 and then since 2019. Ms. Skinner also currently serves as an independent corporate director for Fenimore Asset Management, a privately-held investment advisory firm, a position she has held since August 2019. She has also served since April 2020 as the Vice-President of Women Investment Professionals, a non-profit supporting women in the financial services industry. A Certified Public Accountant and Chartered Financial Analyst, Ms. Skinner served as Chief Administrative Officer – Investments, for Diamond Hill Investment Group, Inc., a publicly-traded independent active asset manager, from April 2018 to July 2019 after serving as an independent member of the Board of Directors of Diamond Hill Investment Group, Inc. from May 2010 to May 2018. While serving on the Diamond Hill Investment Group, Inc. Board of Directors, Ms. Skinner was chair of the Compensation Committee from 2011 to 2018, an audit committee financial expert on the Audit Committee from 2010 to 2018, and a member of the Nominating/Governance Committee.
Ms. Skinner has over 35 years of experience in the areas of investment management, finance, leadership and consulting. Ms. Skinner’s work on past and current boards as well as her work as an executive and consultant with AUM Partners, LLC allow her to contribute to the Board not only her strong quantitative perspective, but also her equally strong non-quantitative experience working with leaders and their teams.


Dwight E. Smith

Age: 66 Director Continuously Since: 2023						Founder, former President and Chief Executive Officer of Sophisticated Systems, Inc. (“SSI”), a Columbus, Ohio company that provides businesses with a comprehensive set of information technology solutions ranging from technology deployments and assessments to fully outsourced managed services in areas including cloud computing and cyber security. In February 2023, SSI was acquired by IP Pathways, LLC, a leading technology solutions provider in the Midwest, where Mr. Smith was employed as Founder Emeritus until his retirement on July 31, 2023. In March 2022, Smith concluded 17 years of board service at State Auto Mutual Company. Mr. Smith also served as a director for the Federal Reserve Bank of Cleveland from 2017 to 2022.
Mr. Smith’s board experience is significant, including serving on boards of private equity-backed companies, an ESOP organization, and publicly-traded firms. In addition to company board service, Smith serves as a Director at Nationwide Children’s Hospital, Online Computer Library Center, and Highlights Foundation and My Special Word. Mr. Smith’s board service has included experience with audit, compensation, nominating and governance committees.


Michael N. Vittorio

Age: 71 Director Continuously Since: 2021						Former President and Chief Executive Officer of The First of Long Island Corporation and its national bank subsidiary, The First National Bank of Long Island, a full-service commercial bank headquartered in Long Island, New York. Mr. Vittorio was appointed President of both entities in 2002 and was appointed Chief Executive Officer of both entities in 2003. He retired from those positions on December 31, 2019. He also served on the boards of directors of both entities from February 2003 until April 2020.
Mr. Vittorio brings to the Board more than 45 years of experience in banking, including 17 years as the Chief Executive Officer of a successful community bank whose holding company was publicly-traded. Mr. Vittorio has extensive experience in commercial and real estate credit, strategic planning and execution, profitability, branch distribution, marketing, branding, corporate finance, mergers and acquisitions, relationship building, risk management, and team building.


Tyler J. Wilcox

Age: 45 Director Continuously Since: 2024						Mr. Wilcox has been elected by the Board to serve as President and Chief Executive Officer of Peoples and Peoples Bank effective March 31, 2024, upon the retirement of Charles W. Sulerzyski, and also will become a director of Peoples and Peoples Bank at such time. Mr. Wilcox has served as Senior Executive Vice President, Chief Operating Officer, of both Peoples and Peoples Bank, since June 2023. Mr. Wilcox has also served as a member of the Board of Managers of Peoples Insurance Agency, LLC since 2020, and as a member of the Board of Managers of Vantage Financial, LLC since March 2022. Mr. Wilcox previously served as Executive Vice President, Community Banking of both Peoples and Peoples Bank from October 2020 to July 2023; as Regional President of Peoples Bank’s South Region from January 2019 to September 2020; as President of Peoples Insurance Agency, LLC from October 2015 to December 2018; as Director of Human Resources for Peoples Bank from April 2012 to October 2015; and as Director of Compensation and Benefits for Peoples Bank from November 2011 to April 2012. Mr. Wilcox Joined Peoples Bank in August 2008 as Associate Counsel, and served in that role until November 2011. Prior to joining Peoples Bank, Mr. Wilcox served as Assistant City Attorney for the City of Columbus, Ohio from January 2005 until August 2008.
Mr. Wilcox’s role as a senior executive officer of Peoples and Peoples Bank provides him with intimate knowledge of the organization and its operations through his day-to-day management responsibilities, and Mr. Wilcox’s service as a director will allow him to share this valuable day-to-day perspective with the full Board. Mr. Wilcox’s many years of experience within multiple business lines at Peoples Bank allow him to bring extensive industry knowledge in banking, insurance, and human capital to the Board. In addition, Mr. Wilcox’s expertise as a licensed attorney provides valuable perspectives on legal, compliance, and regulatory matters.

While it is contemplated that all nominees will stand for re-election at the Annual Meeting, if one or more nominees at the time of the Annual Meeting should be unable to serve or for good cause will not serve as a candidate for re-election as a director, the individuals designated as proxy holders on the Proxy Card or in the voting instructions will have full discretion to vote the common shares represented by the proxies they hold for the re-election of the remaining nominees and for the election of any substitute nominee or nominees designated by the Board following recommendation by the Governance and Nominating Committee, unless the Board reduces the number of directors to be elected. If any substitute nominees are designated, Peoples will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by applicable SEC rules. The Board knows of no reason why any of the nominees named above would be unavailable or unable to serve if re-elected to the Board.

The matrix below, as well as the descriptions following the matrix, summarize the skills and experience of the Board's nominees for election at the Annual Meeting. The Governance and Nominating Committee utilizes a matrix approach that tracks each director’s and director nominee’s experience and qualifications in a tabular format to assist the committee in maintaining a well-rounded, diverse and effective Board. The matrix does not encompass all of the knowledge, skills, or experiences of our directors, and the fact that a particular qualification, skill, or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular qualification, skill, or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area, taking into consideration the qualifications for membership on each of the standing committees of the Board. The type and degree of qualification, skill and experience listed below may vary among members of the Board.


Board Diversity Matrix as of February 26, 2024

Board Size:
Total Number of Directors	13
Gender:	Male	Female	Non-Binary	Did Not Disclose Gender
Number of directors based on gender identity	8	5	—	—
Number of directors who self-identify in any of the demographic background categories below:
African American or Black	2	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	6	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	None

The Board has five standing committees: Audit, Compensation, Executive, Governance and Nominating, and Risk. Each of the standing committees is chaired by a separate independent director. The Audit Committee and the Risk Committee are charged with the majority of the risk oversight responsibilities of the Board. The Compensation Committee evaluates, with Peoples’ senior risk officer, all risks posed by Peoples’ executive compensation programs and makes all reasonable efforts required to limit any unnecessary risks these programs may pose to Peoples and to ensure that the programs do not encourage participants to take unnecessary or excessive risks that threaten the value of Peoples. These evaluations are conducted in accordance with guidance from applicable federal regulators. The Audit Committee, the Compensation Committee and the Risk Committee are focused on maintaining our key risks within acceptable tolerances and work in concert to provide enterprise-wide oversight. Each committee’s role and its interaction with the full Board regarding the committee’s oversight responsibilities are described more fully below. Through these committees and effective working relationships with management, the Board is able to effectively monitor and maintain an active role in the oversight of the key aspects of the risks to which Peoples is exposed. Peoples believes that this risk oversight structure, coupled with Peoples’ leadership structure of having an independent director serve as Chairman of the Board, maximizes the independence and objectivity of the Board in carrying out its functions.

The Audit Committee is currently comprised of eight directors: S. Craig Beam; W. Glenn Hogan; David F. Dierker (Chair); James S. Huggins; Kevin R. Reeves; Carol A. Schneeberger; Frances A. Skinner; and Michael N. Vittorio. Each of these directors, with the exception of Mr. Hogan and Ms. Schneeberger, served as a member of the Audit Committee throughout the entire 2023 fiscal year. Ms. Schneeberger was appointed as a member of the Audit Committee on April 27, 2023. Mr. Hogan was appointed as a member of the Audit Committee on October 26, 2023. Former director George W. Broughton served as a member of the Audit Committee during the 2023 fiscal year until his retirement effective April 27, 2023.The Board has determined that each of the current members of the Audit Committee qualifies, and during his period of service in the 2023 fiscal year, Mr. Broughton qualified, as an independent director for purposes of Rule 10A-3 under the Exchange Act and under the applicable Nasdaq Rules.

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act and conducts its business pursuant to a written charter adopted by the Board. A copy of the current charter of the Audit Committee is posted under the “Corporate Overview – Governance Documents” tab on the “Investor Relations” page of Peoples’ website at www.peoplesbancorp.com. At least annually, the Audit Committee reviews and reassesses the adequacy of its charter and recommends any proposed changes to the full Board as necessary to reflect changes in regulatory requirements, authoritative guidance and evolving practices. Among other duties set forth in its charter, the Audit Committee is responsible for:

The Compensation Committee is currently comprised of nine directors: Tara M. Abraham; S. Craig Beam (Chair); Brooke W. James; W. Glenn Hogan; Susan D. Rector; Carol A. Schneeberger; Frances A. Skinner; Dwight E. Smith; and Michael N. Vittorio. Each of these directors, with the exception of Mr. Hogan, Ms. Schneeberger and Mr. Smith, served as a member of the Compensation Committee throughout the entire 2023 fiscal year. Ms. Schneeberger was appointed as a member of the Compensation Committee on April 27, 2023. Mr. Hogan and Mr. Smith were appointed as members of the Compensation Committee on October 26, 2023. The Board has determined that each of the current members of the Compensation Committee qualifies as (i) an “independent director” under the applicable Nasdaq Rules, including those specifically applicable to members of a compensation committee, and (ii) a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.

The Compensation Committee has the authority to retain one or more compensation consultants or advisors to assist in the evaluation of director and executive officer compensation. The Compensation Committee has sole authority to retain and terminate any such compensation consultant or advisor, including sole authority to approve the fees and other retention terms of any consultant or advisor. The Compensation Committee engaged Pay Governance, LLC (“Pay Governance”) as the Compensation Committee’s compensation and benefits consultant for the 2023 fiscal year. The Compensation Committee has direct access to its compensation and benefits consultant and may engage the consultant on an as needed basis for advice with respect to the amount and form of executive and director compensation. Pay Governance does not provide services to Peoples or our subsidiaries other than those provided to or at the request of the Compensation Committee. Please see the discussion of the consulting services provided to the Compensation Committee by Pay Governance in the section captioned “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS - Setting Executive Compensation” beginning on page 54 of this Proxy Statement.

The Compensation Committee determined that the work of Pay Governance during the 2023 fiscal year did not raise any actual conflict of interest. Additionally, the Compensation Committee determined that Pay Governance was independent of management after considering several factors, including (1) whether Pay Governance provided any other services to Peoples; (2) the amount of fees received from Peoples by Pay Governance as a percentage of the firm’s total revenue; (3) Pay Governance’s policies and procedures that are designed to prevent conflicts of interest; (4) any business or personal relationship of the individual compensation consultants providing services to Peoples with a member of the Compensation Committee; (5) the number of Peoples common shares owned by the individual compensation consultants providing services to Peoples; and (6) any business or personal relationships between the executive officers of Peoples and Pay Governance or the individual compensation consultants providing services to Peoples.

The Executive Committee is currently comprised of six directors: S. Craig Beam; David F. Dierker; James S. Huggins; Brooke W. James; Susan D. Rector (Chair); and Charles W. Sulerzyski. Each of these directors served as a member of the Executive Committee throughout the entire 2023 fiscal year. Former director George W. Broughton served as a member of the Executive Committee during the 2023 fiscal year until his retirement effective April 27, 2023. The Executive Committee is organized and conducts its business pursuant to a written charter adopted by the Board. A copy of the current charter of the Executive Committee is posted under the “Corporate Overview – Governance Documents” tab on the “Investor Relations” page of Peoples’ website at www.peoplesbancorp.com. The Executive Committee met once during the 2023 fiscal year.

The Governance and Nominating Committee is currently comprised of six directors: Tara M. Abraham; David F. Dierker; Brooke W. James (Chair); Susan D. Rector; Kevin R. Reeves; and Dwight E. Smith. Each of these directors, with the exception of Mr. Smith, served as a member of the Governance and Nominating Committee throughout the entire 2023 fiscal year. Mr. Smith was appointed as a member of the Governance and Nominating Committee on October 26, 2023. Former director George W. Broughton served as a member of the Governance and Nominating Committee during the 2023 fiscal year until his retirement effective April 27, 2023.The Board has determined that each of the current members of the Governance and Nominating Committee qualifies, and during his period of service in the 2023 fiscal year, Mr. Broughton qualified, as an independent director under applicable Nasdaq Rules.

The Risk Committee is currently comprised of 13 directors: Tara M. Abraham; S. Craig Beam; David F. Dierker; W. Glenn Hogan; James S. Huggins (Chair); Brooke W. James; Susan D. Rector; Kevin R. Reeves, Carol A. Schneeberger; Frances A. Skinner; Dwight E. Smith; Charles W. Sulerzyski; and Michael N. Vittorio. Each of these directors served as members of the Risk Committee throughout the entire 2023 fiscal year with the exception of Mr. Hogan, Ms. Schneeberger and Mr. Smith. Ms. Schneeberger and Mr. Smith were appointed as members of the Risk Committee on April 27, 2023, and Mr. Hogan was appointed as a member of the Risk Committee on May 24, 2023. Former director George W. Broughton also served as a member of the Risk Committee during the 2023 fiscal year until his retirement effective April 27, 2023. Former director Douglas V. Reynolds served as a member of the Risk Committee during the 2023 fiscal year until his resignation effective February 21, 2023. The Board has determined that, with the exception of Mr. Sulerzyski, each of the current members of the Risk Committee qualifies, and during his period of service in the 2023 fiscal year, each of Mr. Broughton and Mr. Reynolds qualified, as an independent director under applicable Nasdaq Rules.

The Compensation Committee believes the combination of cash and equity-based compensation (in the form of unrestricted common shares) in Peoples' director compensation model promotes independent decision-making on the part of directors as the common shares have immediate value, unlike stock options or similar forms of equity-based awards. During 2023, each director of Peoples, other than Mr. Sulerzyski, received a retainer at an annual rate of $92,500, paid in quarterly installments. Each installment of the annual retainer was paid 50% in cash and 50% in the form of the number of unrestricted common shares with an equivalent fair market value at the time of payment. The common shares issued for director compensation are reported in the “Stock Awards” column of the “Director Compensation for 2023” table found on page 38 of this Proxy Statement.

The director compensation described above is reflected in the “Director Compensation for 2023” table found on page 38 of this Proxy Statement. The Compensation Committee believes the compensation paid to directors is commensurate with the level of responsibility and accountability of each director and is appropriate to maintain the caliber of directors necessary to promote long-term shareholder value based upon periodic review of director compensation data from the Peer Group described in the section captioned “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 44 of this Proxy Statement.

Directors who travel a distance of 50 miles or more to attend a Board or Board committee meeting of Peoples or Peoples Bank receive a $150 travel fee. A single travel fee of $150 is paid for multiple meetings occurring on the same day or consecutive days. Directors who travel a distance of 500 miles or more (round trip) to attend a Board or Board committee meeting are reimbursed for the actual cost of reasonable travel expenses including coach class airfare, car rental and other usual and customary travel expense in lieu of the $150 fee. Directors who stay overnight to attend a meeting are reimbursed for the actual cost of their overnight accommodations. Peoples believes these fees and reimbursements are reasonable and partially offset travel expenses incurred by those directors living outside the Marietta, Ohio area, where Board and Board committee meetings are typically held.

Under the 2006 Plan, the maximum aggregate dollar value with respect to equity-based award(s) that may be granted to any one non-employee director in any one fiscal year is $150,000. The full Board approves all equity-based awards made to individuals serving as non-employee directors of both Peoples and Peoples Bank. The grant date for equity-based awards (other than the annual retainer) made to non-employee directors of Peoples and Peoples Bank is typically the date of the approval by the Board or the second business day following the date on which any material information has been publicly disclosed, whichever is later. The price by which the value of equity-based awards is measured is the closing price of Peoples common shares on The Nasdaq Global Select Market® on the grant date.

Peoples maintains the Third Amended and Restated Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries (the “Deferred Compensation Plan for Directors”). Voluntary participation in the Deferred Compensation Plan for Directors allows a non-employee director of Peoples or of any of our subsidiaries to defer all or part of the compensation (including compensation in the form of common shares), and the federal income tax thereon, received for services provided as a director of Peoples or of one of our subsidiaries. Since 1998, directors participating in the Deferred Compensation Plan for Directors have been permitted to allocate their deferrals within their respective bookkeeping accounts under the Deferred Compensation Plan for Directors between a cash account and a stock account. Deferrals with respect to compensation in the form of common shares are automatically deferred to the stock account. The cash account earns interest equal to Peoples Bank’s three-year certificate of deposit interest rate. The stock account receives allocations to a bookkeeping account of Peoples common shares on the first business day of each calendar quarter based upon the cash portion of amounts deferred during the previous calendar quarter and the fair market value of Peoples common shares on the allocation date and is credited with subsequent cash dividends on the common shares previously allocated to the stock account (which will be similarly credited to the bookkeeping account as Peoples common shares). If a participant fails to make an election, 100% of the participant’s deferrals will be allocated to the cash account. The only right a participant in the Deferred Compensation Plan for Directors has with respect to his or her cash account and/or stock account is to receive distributions upon termination of service as a director. Distribution of the deferred amounts is made in a lump sum or substantially equal annual installments over a period of up to five years, at the election of the director, beginning (i) on the first business day of the calendar month following the date of the director’s termination of service due to resignation, retirement, death or otherwise for the portion of the account, if any, that was earned and vested before January 1, 2005, and any additions attributable to such portion of the account; and (ii) on the first business day of the calendar month following the earlier of the director’s death or separation from service as a director for the remaining portion of the account. For a director who is also a “specified employee” for purpose of Section 409A on the date of the director’s separation from service, the distribution of the portion of the account that was earned and vested on or after January 1, 2005, will be delayed until the first business day of the seventh month following the date of separation of service. The stock account is distributed only in common shares of Peoples, and the cash account is distributed only in cash.

The non-employee directors are eligible to participate, at their own cost, in the medical and dental insurance plans maintained by Peoples for employees. In addition, the non-employee directors automatically receive a group term life insurance benefit, the premiums for which are paid by Peoples. This benefit is also provided for directors after their retirement from Peoples. The maximum benefit under the group term life insurance is $50,000 for directors age 65 or younger. The maximum benefit decreases by a percentage for each year beyond age 65 until it reaches a maximum payout of $5,000 at age 90.

Peoples’ Corporate Governance Guidelines require that directors establish a financial stake in Peoples by developing a meaningful ownership position in Peoples over time as is appropriate given the director’s personal financial circumstances. However, within five years after the date of his or her election to the Board, each director must own common shares of Peoples having a market value equal to at least three times the annual base director retainer. In addition, under Peoples’ Insider Trading Policy, all directors, officers and employees of Peoples and any of our subsidiaries are prohibited from holding Peoples’ securities in a margin account or otherwise pledging Peoples’ securities as collateral for a loan or other financial obligation. Such individuals are also prohibited from engaging in short sales, publicly-traded options, and hedging or monetization transactions involving Peoples’ securities through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars, and exchange funds.


(a)	(b)	(c)	(d)	(e)		(f)	(g)	(h)
Name (1)	Fees Earned or Paid in Cash ($) (2)	Stock Awards ($) (3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4)	All Other Compensation ($) (5)	Total ($)
Tara M. Abraham	$46,550	$46,250	—	—		$36,818	$72	$129,690
S. Craig Beam	$54,650	$46,250	—	—		—	$36	$100,936
George W. Broughton (6)	$14,993	$14,993	—	—		$3,039	$24	$33,049
David F. Dierker	$71,250	$46,250	—	—		$30,014	$72	$147,586
W. Glenn Hogan (7)	$27,953	$27,953	—	—		—	—	$55,907
James S. Huggins	$54,050	$46,250	—	—		$15,052	$72	$115,424
Brooke W. James	$54,350	$46,250	—	—		—	$72	$100,672
Susan D. Rector	$96,850	$46,250	—	—		$20,383	$72	$163,555
Kevin R. Reeves	$46,250	$46,250	—	—	$—	—	—	$92,500
Douglas V. Reynolds (8)	$6,831	$6,681	—	—		$5,540	—	$19,051
Carol A. Schneeberger (9)	$43,724	$43,424	—	—		—	$66	$87,213
Frances A. Skinner	$46,250	$46,250	—	—		$8,456	$72	$101,028
Dwight E. Smith (10)	$39,891	$39,441	—	—		—	—	$79,332
Michael N. Vittorio	$46,250	$46,250	—	—		—	—	$92,500

(2)Pursuant to the 2023 compensation structure for directors, the portion of quarterly retainer and travel fees earned or paid in cash is detailed in column (b). The amount reported represents the aggregate cash quarterly retainers and travel fees earned by each director for 2023. Included in the amounts reported are voluntary elective deferrals of retainer made by participating directors pursuant to the Deferred Compensation Plan for Directors. The cash portions of the retainers deferred by participating directors for 2023 were: $46,250 for Ms. Abraham; $53,750 for Mr. Huggins; $96,250 for Ms. Rector; $6,681 for Mr. Reynolds;

(3)Pursuant to the 2023 compensation structure for directors, the portion of quarterly retainers paid in unrestricted common shares is detailed in column (c). The amount reported represents the sum of the grant date fair values at the time of payment of the unrestricted common shares delivered to the director as the equity portion of the quarterly retainers for services rendered as a director of Peoples and of Peoples Bank. The grant date fair value related to each issuance of common shares represented the closing price of Peoples common shares on The Nasdaq Global Select Market® on the date of issuance multiplied by the number of common shares issued. Included in the amounts reported are voluntary elective deferrals of the equity portion of their retainer made by participating directors pursuant to the Deferred Compensation Plan for Directors. The equity portions of the retainers deferred by participating directors for 2023 were: $46,250 for Ms. Abraham; $46,250 for Mr. Huggins; $46,250 for Ms. Rector; $6,681 for Mr. Reynolds; and $46,250 for Ms. Skinner. All directors identified in this table are non-employee directors of both Peoples and Peoples Bank and were compensated through retainers paid quarterly for their service to both boards.

Name

Age

Position

Charles W. Sulerzyski

President and Chief Executive Officer

Tyler J. Wilcox

Senior Executive Vice President, Chief Operating Officer

Kathryn M. Bailey

Executive Vice President, Chief Financial Officer and Treasurer

Mark J. Augenstein

Executive Vice President, Operations

Hugh J. Donlon

Executive Vice President, Community Banking

Jason M. Eakle

Executive Vice President, Chief Credit Officer

Matthew M. Edgell

Executive Vice President, Chief of Staff

M. Ryan Kirkham

Executive Vice President, General Counsel and Corporate Secretary

Matthew J. Macia

Executive Vice President, Chief Risk Officer

Douglas V. Wyatt

Executive Vice President, Chief Commercial Banking Officer

Mr. Sulerzyski serves as President and Chief Executive Officer of both Peoples and Peoples Bank, positions he has held since April 2011. Mr. Sulerzyski has served as a member of the boards of directors of Peoples and Peoples Bank since April 2011; as a member of the Board of Managers of Peoples Insurance Agency, LLC since April 2011; and as a Director for Peoples Bank Foundation, Inc. since May 2011. From April 2011 to April 2012, and from June 2015 to October 2015, he served as President of Peoples Insurance Agency, LLC. Mr. Sulerzyski has also served as a member of the Board of Managers of Vantage Financial, LLC since March 2022. Prior to joining Peoples, he served as Regional President of the Great Lakes Region for KeyBank, National Association, a national bank located in Cleveland, Ohio, from 2005 to 2010. From 2000 to 2005, Mr. Sulerzyski was a Managing Director at Marsh & McClennan, Inc., a company located in New York, New York, which provides risk and insurance services and

Mr. Wilcox serves as Senior Executive Vice President, Chief Operating Officer, of both Peoples and Peoples Bank, positions he has held since July 2023. He has served as a member of the Board of Managers of Peoples Insurance Agency, LLC since October 2020 and as a member of the Board of Managers of Vantage Financial, LLC since March 2022. Mr. Wilcox served as Executive Vice President, Community Banking, of Peoples and Peoples Bank from October 2020 until June 2023. From January 2019 to September 2020, he served as Executive Vice President, Regional President, of Peoples Bank’s South Region, and as President of Peoples Insurance Agency from October 2015 to December 2018. He served as Peoples Bank’s Senior Vice President, Director of Human Resources from April 2012 to October 2015, and as Peoples Bank’s Vice President, Director of Compensation and Benefits, from November 2011 to April 2012. Mr. Wilcox joined Peoples Bank in August 2008 as Associate Counsel, and served in that role until November 2011. Mr. Wilcox practiced law as an Assistant City Attorney for the City of Columbus, Ohio from January 2005 until August 2008. Mr. Wilcox will assume the roles of President and Chief Executive Officer of both Peoples and Peoples Bank at the time of Mr. Sulerzyski's retirement on March 31, 2023. Upon Mr. Sulerzyski's retirement, Mr. Wilcox will also begin his service as a member of the boards of directors of Peoples and Peoples Bank and as a Director for Peoples Bank Foundation, Inc.

Ms. Bailey serves as Executive Vice President, Chief Financial Officer and Treasurer of both Peoples and Peoples Bank, positions she has held since October 2020. Ms. Bailey serves as a member of the Board of Managers and Treasurer of Peoples Insurance Agency, LLC, positions she has held since October 2020. Ms. Bailey has served as a member of the Board of Managers of Vantage Financial, LLC since March 2022. Ms. Bailey also serves as a Director and Vice President of Peoples Bank Foundation, Inc., which she undertook in October 2018, and as a Director of Peoples Investment Company from April 2018 to August 2023. She joined Peoples in May 2011 as SEC Reporting Manager for Peoples Bank, a position she held until June 2012 when she was promoted by Peoples to Controller and Vice President, Controller for Peoples Bank. She was further promoted to Senior Vice President, Controller for Peoples Bank in October 2015, and to Senior Vice President, Director of Finance for Peoples Bank and Director of Finance for Peoples in January 2019. Prior to joining Peoples, Ms. Bailey worked for PricewaterhouseCoopers LLP, in Cleveland, Ohio from September 2006 to May 2011. Ms. Bailey is a Certified Public Accountant.

Mr. Donlon serves as Executive Vice President, Community Banking, of both Peoples and Peoples Bank, positions he has held since September 2023. Prior to joining Peoples, Mr. Donlon served as Executive Vice President, Chief Lending Officer for Alma Bank in New York, New York from 2021 until August 2023; as Managing Member of consulting firm Blue Sky Partners, LLC, in Basking Ridge, New Jersey from 2018 to 2020; as Senior Executive Vice President, Chief Lending Officer, with Astoria Bank, Lake Success, New York from 2014 to 2017; and as Region President, Eastern Division, for Key Bank, N.A., Albany, New York, from 2008 to 2014. From 1985 to 2008, Mr. Donlon served in various roles with Citibank, N.A., New York, New York, including Managing Director of U.S. Business Banking.

Mr. Eakle serves as Executive Vice President, Chief Credit Officer of both Peoples and Peoples Bank, positions he has held since April 2020. From August 2016 until March 2020, he served as Senior Vice President, Senior Commercial Underwriter of Peoples Bank, managing the commercial credit underwriting function. From 2009 to August 2016, Mr. Eakle held progressively more responsible positions with Peoples Bank, including Vice President, Commercial Credit Portfolio Manager, a position he held from January 2015 to August 2016. Prior to joining Peoples, Mr. Eakle worked for Eramet Marietta, Inc, a large multinational mining and metallurgy company in Marietta, Ohio.

Senior Vice President, Credit Administration Officer, of Peoples Bank. From October 2015 to July 2018, Mr. Edgell served as Senior Vice President, Director of Human Resources, of Peoples Bank. From September 2010 to September 2015, Mr. Edgell served as Senior Vice President, Director of Treasury, of Peoples Bank. From December 2008 to September 2010, Mr. Edgell served as a Treasury Analyst with Peoples Bank. From September 2006 to December 2008, Mr. Edgell served as a Professional Development Associate with Peoples Bank. Prior to joining Peoples, Mr. Edgell was an Infantry Rifleman with the United States Marine Corps from 2000 to 2004.

Mr. Kirkham serves as Executive Vice President, General Counsel, of both Peoples and Peoples Bank, positions he has held since January 2019. Mr. Kirkham has also served as Corporate Secretary of Peoples since November 2011, Secretary of Peoples Insurance Agency, LLC since December 2011, Secretary of Peoples Bank Foundation, Inc. since October 2013, a Director and Secretary of Peoples Investment Company since April 2018 and Secretary of Vantage Financial, LLC, since March 2022. Mr. Kirkham served as General Counsel of Peoples from January 2015 to January 2019 and as Corporate Counsel for Peoples from November 2011 to January 2015. He served as Senior Vice President, General Counsel of Peoples Bank from January 2015 to January 2019, and as Senior Vice President, Corporate Counsel of Peoples Bank from January 2013 to January 2015. From November 2011 to January 2013, Mr. Kirkham served as Vice President, Corporate Counsel, of Peoples Bank. Mr. Kirkham joined Peoples Bank as Associate Counsel in June 2010, and served in that role until November 2011. Prior to joining Peoples, Mr. Kirkham practiced law with the law firm Strauss & Troy LPA, from 2005 to 2008, and with the law firm Graydon Head & Ritchey LLP from 2008 to 2010, each in Cincinnati, Ohio. From 1996 to 2005, Mr. Kirkham worked for First Financial Bank in Hamilton, Ohio.

Mr. Macia serves as Executive Vice President, Chief Risk Officer, of both Peoples and Peoples Bank, positions he has held since August 2024. Prior to joining Peoples, Mr. Macia served as Senior Director, Head of Financial, Model and Investment Risk, at Edward Jones in St. Louis, Missouri, from 2022 to 2023; as Executive Vice President, Chief Risk Officer, at Bank of the Sierra in Fresno, California, from 2019 to 2021; as Bank Chief Risk Officer, Senior Managing Director at TIAA Bank in Charlotte, North Carolina, from 2014 to 2019; and as Senior Vice President, Deposit and Small Business Lending Risk Executive, at Bank of America in Charlotte, North Carolina from 2012 to 2014. From 2003 to 2012, Mr. Macia served in various roles with Wachovia Bank and Wells Fargo.

Mr. Wyatt serves as Executive Vice President, Chief Commercial Banking Officer of both Peoples and Peoples Bank, positions he has held since April 2017. From April 2016 until April 2017, Mr. Wyatt served as Executive Vice President, Commercial Banking of Peoples Bank, where he led Peoples Bank’s commercial line of business efforts in the central and southeastern portions of Ohio, as well as in West Virginia and Kentucky. Mr. Wyatt has also served as a member of the Board of Managers of Vantage Financial, LLC since March 2022. Prior to joining Peoples, Mr. Wyatt worked for Fifth Third Bank in Cincinnati, Ohio from 2005 to April 2016. Mr. Wyatt served at Fifth Third Bank as Executive Vice President, Senior Commercial Banker, from 2006 to 2016, and as Vice President, Commercial Banking Division, from 2005 to 2006. Prior to 2006, Mr. Wyatt worked for 16 years at U.S. Bank, National Association, in Cincinnati, Ohio, serving in various roles including but not limited to President of the Central Ohio region and leader of Commercial Banking for Central Ohio.

The Board believes that Peoples’ compensation policies and procedures, which are reviewed and approved by the Compensation Committee, are effective in aligning the compensation and incentives paid to Peoples’ named executive officers with Peoples’ short-term goals and long-term success, and that such compensation and incentives are designed to attract, retain and motivate Peoples’ key executives who are directly responsible for Peoples’ continued success. The Board believes that Peoples’ compensation policies and practices do not threaten the value of Peoples or the investments of our shareholders, or create incentives to engage in behaviors or business activities that are reasonably likely to have a material adverse impact on Peoples. The Board further believes that Peoples’ culture focuses executives on sound risk management and appropriately rewards executives for performance. The Board also believes that Peoples’ compensation policies and procedures are reasonable in comparison both to Peoples’ peer financial services holding companies and to Peoples’ performance during the 2023 fiscal year.

The vote on the advisory resolution relates to the compensation of Peoples’ named executive officers as a whole. Because your vote is advisory, the outcome of the vote will not: (i) be binding upon the Board or the Compensation Committee with respect to future executive compensation decisions, including those relating to Peoples’ named executive officers, or otherwise; (ii) overrule any decision made by the Board or the Compensation Committee; or (iii) create or imply any additional fiduciary duty by the Board or the Compensation Committee. However, the Compensation Committee expects to take into account the outcome of the vote when considering future executive compensation arrangements. The current policy of the Board is to include an advisory resolution regarding approval of the compensation of Peoples’ named executive officers annually. Accordingly, unless the Board modifies its policy on the frequency of future votes, the next advisory vote to approve the compensation of Peoples’ named executive officers will occur at the 2025 Annual Meeting.

The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal is required to approve the non-binding advisory resolution to approve the compensation paid to Peoples’ named executive officers as disclosed in this Proxy Statement. Except in the case of broker non-votes, a proxy received by Peoples and not revoked prior to or at the Annual Meeting will be voted in favor of this non-binding, advisory resolution unless otherwise instructed by the shareholder. The effect of an abstention is the same as a vote “AGAINST” the proposal. Broker non-votes will not be counted in determining whether the proposal has been approved.

In Proposal Number 2, Peoples is asking shareholders to vote on an advisory resolution to approve the compensation of Peoples' named executive officers and has provided this type of advisory vote every year since 2009. Under the Dodd-Frank Act and corresponding SEC rules, Peoples is required to include a separate resolution subject to shareholder advisory vote at least once every six years with respect to the frequency of the future advisory votes on the compensation of Peoples' named executive officers. The last such advisory vote occurred at Peoples' 2018 Annual Meeting of Shareholders. Accordingly, Peoples is now asking shareholders to vote on whether future advisory votes on the compensation of Peoples' named executive officers should occur every year, every two years or every three years. The following resolution will be submitted for an advisory shareholder vote at the Annual Meeting:

After careful consideration, the Board has determined that holding an advisory vote on the compensation of Peoples' named executive officers every one year continues to be the most appropriate for Peoples, and unanimously recommends that you vote for a frequency of “every one year” for future advisory votes on the compensation of Peoples' named executive officers. While Peoples' executive compensation programs are designed to promote both a short-term and a long-term connection between pay and performance, the Board recognizes that executive compensation disclosures are made annually. Holding an annual advisory vote on the compensation of Peoples' named executive officers provides Peoples with more direct and immediate feedback on Peoples' compensation disclosures. However, you should note that because the advisory vote on the compensation of Peoples' named executive officers occurs well after the beginning of the compensation year, and because the different elements of Peoples' executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change Peoples' executive compensation programs in consideration of any one year’s advisory vote on the compensation of Peoples' named executive officers by the time of the following year’s annual meeting of shareholders.

Peoples understands that our shareholders may have different views as to what is an appropriate frequency for advisory votes on the compensation of Peoples' named executive officers, and the Board and the Compensation Committee will carefully review the voting results on the proposal. However, because your vote is advisory, it will not be binding upon the Board or the Compensation Committee. Notwithstanding the outcome of the shareholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with shareholders and the adoption of major changes to compensation programs.

The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to approve, on a non-binding advisory basis, one of the selections under this advisory proposal. In the event that none of the options receives the affirmative vote of a majority of the common shares represented at the Annual Meeting, the Board will consider the option that receives the most votes to be the option recommended by shareholders, on a non-binding advisory basis. Except in the case of broker non-votes, proxies received by Peoples and not revoked prior to the Annual Meeting will be voted in favor of “every one year” unless otherwise instructed by the shareholder. Common shares as to which the vote is expressed as an “ABSTAIN” vote on the proxy card or in voting instructions and broker non-votes with respect to this proposal will not affect its outcome.

The performance goals for the incentive awards based on 2023 performance were designed so that the target level of awards would be paid if we met our budgetary and related financial goals. With respect to two of our traditional performance metrics, return on average assets and diluted earnings per share, we decided for 2023 to continue to use pre-tax/pre-provision earnings, which are earnings (net income) excluding income tax expense and the provision for credit losses and excluding all gains and losses. Use of pre-tax/pre-provision earnings removes the volatility that the current expected credit losses ("CECL") accounting standard can produce with more traditional approaches to calculating these metrics. We began using this approach to our key incentive metrics in 2020. Because pre-tax/pre-provision earnings do not capture credit losses, we also included the performance metric of net charge-offs as a percent of average total loans. The efficiency ratio is a key financial measure used to monitor performance. It is calculated as total non-interest expense (less amortization of other intangible assets) as a percentage of fully-tax equivalent net interest income plus total non-interest income excluding all gains and losses. The following table summarizes our 2023 performance goals compared to our 2023 and 2022 actual (unadjusted) results.

Our performance goals for 2023 relative to 2022 actual results reflected our expectation that business operations and results would continue to normalize following Peoples' acquisition of Vantage Financial, LLC in 2022, and Peoples' merger with Premier Financial Bancorp, Inc. in 2021. Consequently, the 2023 targets for the pre-tax/pre-provision return on average assets, pre-tax/pre-provision diluted earnings per common share and the efficiency ratio were set at levels meaningfully better than 2022 actual results, and the 2023 target for net charge-offs as a percent of average total loans was set at a slightly higher level (worse) than the 2022 actual result.

•Mr. Wilcox's base salary was increased from $400,000 to $500,000, effective July 1, 2023, and from $500,000 to $600,000, effective January 1, 2024, to recognize his promotion to Senior Executive Vice President, Chief Operating Officer, and his election to succeed Mr. Sulerzyski as President and CEO. The increase also aimed to better align his salary with the market median of similarly-situated officers of the Peer Group. In addition, Mr. Wilcox received 19,208 restricted common shares of Peoples with a grant date of June 1, 2023 (grant date value of $500,000), in conjunction with his promotion and election to succeed Mr. Sulerzyski as President and CEO. This award has longer than normal vesting, with all of the restricted common shares vesting on the fifth anniversary of the award, provided he remains employed by Peoples at that time, and is intended to build Mr. Wilcox's stock ownership in Peoples and strengthen his alignment with shareholders' interests as President and CEO.

•Ms. Bailey's base salary was increased from $375,000 to $415,000, effective July 1, 2023, and from $415,000 to $432,000, effective January 1, 2024, in recognition of her leadership role with Peoples and to better align her salary with the market median of similarly-situated officers of the Peer Group. Additionally, Ms. Bailey was awarded a grant of 9,604 restricted common shares of Peoples with a grant date of June 1, 2023 (grant date value of $250,000), vesting entirely on the fifth anniversary of the award, provided she remains employed by Peoples at that time. The Committee's aim with this award was similar to that associated with Mr. Wilcox's award described above as well as to ensure continuity in the CFO role during Peoples' CEO transition.

•The Compensation Committee: (i) increased the payout potentials for threshold, target and maximum levels of performance for the NEOs, with the exception of Mr. Sulerzyski, to earn cash incentive compensation to 10%, 40% and 60%, respectively; and (ii) increased the payout potentials for threshold, target and maximum levels of performance for the NEOs, with the exception of Mr. Sulerzyski, to earn equity-based incentive compensation to 7.5%, 30% and 50%, respectively. These changes were made effective July 1, 2023, with the NEOs' payout potentials for 2023 performance being a blend of the new (1/2) and old (1/2) payout potentials, the latter of which had not changed for several years despite Peoples' growth over that period. The Compensation Committee made these changes in order to align the NEOs' incentive compensation with the median practices of the Peer Group. No changes were made to the payout potentials to earn cash and equity-based incentive compensation for Mr. Sulerzyski.

The value we return to our shareholders is an important component of our compensation philosophy. Peoples’ corporate performance is benchmarked against a variety of metrics in order to provide a view of the more specific performance components that combine to drive the total annual return for our shareholders. Long-term growth in total shareholder return is a tenet of our compensation strategy, as a large portion of our NEOs’ compensation is paid in the form of restricted common shares, the value of which is tied to the market price of our common shares. Peoples' total one-year shareholder return was 26% and total three-year shareholder return was 14% as of December 31, 2023.

Note that the payout potentials for threshold, target and maximum levels of performance for both cash and equity-based incentives were increased effective July 1, 2023, for each of the NEOs with the exception of Mr. Sulerzyski. The 2023 cash and equity-based incentives for each of the NEOs with the exception of Mr. Sulerzyski reflected a prorated blend of their old and new payout potentials for 2023. The payout potentials for Mr. Sulerzyski were not changed. This explains why the payout percentages decreased slightly for Mr. Sulerzyski for 2023 compared to 2022, whereas the payout percentages remained relatively flat (or in some cases increased) for the other NEOs.

In assessing the alignment between pay and performance as part of its evaluation of the design and effectiveness of Peoples' executive compensation program, the Compensation Committee engaged its compensation consultant, Pay Governance, to analyze the realizable pay of Peoples' CEO and Peoples' total shareholder return relative to the realizable pay of the CEO and the total shareholder returns of members of the Peer Group for the three-year period ended December 31, 2022. Realizable pay for Mr. Sulerzyski and peer CEOs was determined by adding: (1) aggregate base salary over the three-year period; (2) total annual cash incentives earned over the three-year period; (3) the vesting date value (as opposed to the grant date fair value disclosed in the Summary Compensation Table) of time-based long-term incentive awards granted during the three-year period (different from Peoples' stock awards which are tied to performance requirements during the vesting period); (4) any gains realized on the exercise of options granted during the three-year period (recognizing that Peoples did not award options but some members of the Peer Group did award options) and (5) the vesting date value of any performance-based long-term incentive awards granted and earned in the three-year period. In addition, realizable pay included the value of any outstanding (unvested, unexercised or unearned) long-term incentives awarded during the three-year period based on Peoples' common share price as of December 31, 2022. Pay Governance used the same approach to calculate the realizable pay of the CEOs for members of the Peer Group. This enabled the Compensation Committee to compare the realizable pay of Mr. Sulerzyski with the realizable pay of the CEOs of members of the Peer Group. Because realizable pay relies on information reported in the proxy statements of the members of the Peer Group, the latest year for which realizable pay could be calculated was 2022.


The Compensation Committee also examined Peoples' total shareholder return relative to members of the Peer Group. This reflects the Compensation Committee's goal for the compensation program - to drive the creation of long-term value for our shareholders. As shown in the graph to the right, the realizable pay for Mr. Sulerzyski for the three-year period ended December 31, 2022, ranked at the 32nd percentile when compared to the Peer Group members (the individual members of which are identified as diamonds in the graph). The total shareholder return for Peoples over the three-year period ended December 31, 2022, ranked at the 58th percentile when compared to the Peer Group members.

For 2023 performance, Mr. Sulerzyski earned a cash incentive payment of $614,000 (83.5% of his 2023 base salary, between target of 65.0% and maximum of 97.5%) and restricted common shares of Peoples under the equity-based long-term incentive plan with a grant date fair value of $580,987 (79.0% of his 2023 base salary) based on the closing price of Peoples common shares on the grant date. The restricted common shares were granted to Mr. Sulerzyski on February 7, 2024 (but were based on achievement of 2023 performance goals). They are subject to both time-based and performance-based vesting in that they will vest on the third anniversary of the grant date, provided that Peoples has maintained a well-capitalized status and has positive net income for each of the fiscal years comprising the vesting period. In the event the performance criteria are not met in a given year, then the number of common shares as to which restrictions will lapse at the end of the cliff-vesting period will be reduced by one-third. Both the cash incentive payment and the restricted common shares grant were determined based on corporate and individual achievement of the target level or above with respect to the performance goals set by the Compensation Committee and the independent members of the full Board. Because Mr. Sulerzyski will meet the definition of retirement for purposes of the 2006 Equity Plan on his retirement date of March 31, 2024

The base salary of Ms. Bailey as of January 1, 2024, approximates the median base salary of similarly-situated officers serving with members of the Peer Group. The base salaries of the other NEOs as of January 1, 2024, approximate the median base salaries of similarly-situated officers of other financial institutions of similar asset size used in national survey data published by human resource consulting firms. Cash incentive awards were based on achievement of corporate and individual goals at varying levels from threshold to maximum. Restricted common shares were granted to each NEO on February 7, 2024, and are subject to both time-based and performance-based vesting in that they will vest on the third anniversary of the grant date, provided that Peoples has maintained a well-capitalized status and has positive net income for each of the fiscal years comprising the vesting period. In the event the performance criteria are not met in a given year, the number of common shares as to which restrictions will lapse at the end of the cliff-vesting period will be reduced by one-third.


	2024	2023				2022
NEO	Base Salary ($)	Base Salary ($)	Cash Incentive and Bonus Paid in 2024 for 2023 Performance ($)	Long-Term Incentive Paid in 2024 for 2023 Performance ($) (1)	Total Direct Compensation ($)	Base Salary ($)	Cash Incentive Paid in 2023 for 2022 Performance ($)	Long-Term Incentive Paid in 2023 for 2022 Performance ($)	Total Direct Compensation ($)
Kathryn M. Bailey	$432,000	$395,000	$179,300	$139,991	$714,291	$325,000	$132,000	$114,989	$571,989
Tyler J. Wilcox	$600,000	$450,000	$175,400	$159,982	$785,382	$300,000	$118,500	$109,989	$528,489
Hugh J. Donlon	$500,000	$162,879	$250,000	—	$412,879	—	—	—	—
Douglas V. Wyatt	$350,000	$325,501	$138,000	$124,998	$588,499	$310,000	$127,500	$109,989	$547,489

The Compensation Committee considered the non-binding advisory vote of shareholders (which approved the compensation of Peoples’ NEOs for the 2022 fiscal year as disclosed in the Proxy Statement for the 2023 Annual Meeting of Shareholders) and focused on continuing to design executive compensation programs intended to meet the best interests of Peoples’ shareholders. Pursuant to the advisory vote in 2023, a total of 15,454,972 common shares were voted in favor of the advisory resolution to approve the NEO compensation for 2022, reflecting an approval rate of 97% of the common shares voted, including abstentions. Considering this level of support, the Compensation Committee decided to generally maintain the structure of Peoples’ executive compensation program for 2023.

The discussion and analysis which follows is intended to provide shareholders with information about the results upon which the Compensation Committee relied in making compensation decisions relative to 2023 performance. The Compensation Committee believes that its actions were consistent with Peoples’ compensation philosophy and objectives, demonstrating that Peoples’ NEOs continue to be incentivized to achieve results in the best interests of our shareholders. The Compensation Committee has determined that Peoples’ compensation policies and practices do not threaten the value of Peoples or the investments of its shareholders or create incentives to engage in behaviors or business activities that are reasonably likely to have a material adverse impact on Peoples. See the discussion of the Compensation Committee’s review in the section captioned “COMPENSATION COMMITTEE REPORT – Discussion of Risk Review and Assessment,” beginning on page 67 of this Proxy Statement.

The overall philosophy for Peoples is to provide a compensation program that balances market, shareholder and regulatory considerations. In designing our compensation plans, we take into account both the absolute performance of Peoples, as well as relative improvement in the performance of Peoples during any given time period. The current incentive compensation awards are focused on both short-term and long-term goal achievement by Peoples through the use of cash and equity-based compensation in combinations that are driven by both annual and long-term goals and objectives for Peoples and the individual NEOs.

The primary focus of the Compensation Committee is the compensation for Peoples’ executive officers. The intent is to reward all employees for continuous improvement and identification and implementation of best practices and, specifically, to establish and maintain compensation plans for executive officers to reward those employees for enhancing shareholder value through profitable revenue growth and responsible risk management. The compensation philosophy established by the Compensation Committee covers the direct forms of compensation and serves as a tool that the full Board and management use to ensure the compensation programs developed are both competitive with respect to officer compensation and reasonable within the marketplace.

•Base Salary: Base salaries for our CEO and CFO are benchmarked at the median of those of similarly-situated officers serving with members of Peoples’ Peer Group. Base salaries of our other NEOs are benchmarked at the median of those of similarly-situated officers serving at other financial institutions of similar asset size used in national survey data published by human resource consulting firms. Based upon individual circumstances, actual base salary levels may be higher or lower than this “market median.” For the purposes of the annual incentive program, and as used herein, “base salary” is defined as the base salary compensation paid during the calendar year.

•Total Cash Compensation: Total cash compensation represents base salary plus any cash incentive payout received for annual performance. The objective is for total cash compensation for our CEO and CFO to be consistent with the market median of that received by similarly-situated officers serving with members of Peoples’ Peer Group for achieving target performance. The objective is for total cash compensation for our other NEOs to be consistent with the market median of that received by similarly-situated officers serving with financial institutions of similar asset size used in national survey data published by human resource consulting firms, for achieving target performance. Likewise, the objective is for total cash compensation for our other NEOs to be at or above the 75th percentile of that received by similarly-situated officers if performance is achieved at a level significantly above target performance. Conversely, if our performance is significantly worse than target, the objective is for total cash compensation for our other NEOs to be at or below the 25th percentile of that received by similarly-situated officers.

•Total Direct Compensation: Total direct compensation is comprised of total cash compensation plus the grant date fair value of equity-based awards. The objective is to grant equity-based awards only after performance goals for a fiscal year have been attained. Equity-based awards are granted with a three-year “cliff-vesting period,” which enhances employee retention and reduces the sensitivity to short-term performance. Additionally, vesting of the restricted common shares granted under the program requires that Peoples meet performance criteria for each of the fiscal years comprising the vesting period. In the event the performance criteria are not met in a given year, the common shares as to which restrictions will lapse at the end of the cliff-vesting period are reduced by one-third. The long-term goal for total direct compensation is that the total direct compensation ranking for each NEO, compared to the total direct compensation of the similarly-situated officers will reflect a percentile similar to that resulting when Peoples’ performance, as measured by common performance measures used by the financial services industry, and especially community banks, is compared to that of the members of the Peer Group, in the case of our CEO and CFO, and of other financial institutions of similar asset size, in the case of our other NEOs. For example, if target performance is achieved at both the individual and the corporate level, it is expected that our CEO's total direct compensation will approximate the market median of CEOs serving with members of the Peer Group and that Peoples’ performance under the common performance measures will generally align with the median performance of members of the Peer Group.

No specific formula is used to determine the allocation between compensation elements, as decisions regarding individual pay elements and overall target compensation levels are based on market median pay levels. However, the portion of the total direct compensation that could have been earned in the form of cash and equity-based incentives at target levels of performance emphasized Peoples’ focus on pay-for-performance during 2023. At 2023 target levels of performance, 56.5% of Mr. Sulerzyski’s total direct compensation (split evenly between cash and equity-based incentives), and 39.4% of the other NEOs’ total direct compensation (comprised of 58% cash and 42% equity-based incentives), would have been in the form of performance-based compensation.

The Compensation Committee makes all compensation decisions related to the NEOs of Peoples and recommends to the full Board any cash and equity-based compensation for the non-employee directors. Annually, the CEO of Peoples reviews the performance of each NEO (excluding his own) by comparing the results attained to Compensation Committee-approved goals, as well as the overall performance of Peoples as compared to Board-approved corporate performance goals. Both corporate and individual goals are defined for threshold, target and maximum levels of performance. This data forms the basis for the recommendations of the CEO to the Compensation Committee with respect to the compensation of the other NEOs, including base salary adjustments, and payout percentages (relative to base salary) for the annual cash incentive payments and equity-based incentive awards. The Compensation Committee considers the CEO’s recommendations and uses its own discretion to make the final compensation decisions with respect to the NEOs, which may differ from the recommendations of the CEO.

The Compensation Committee has the sole authority to engage the services of any compensation consultant or advisor. The Compensation Committee from time to time engages the services of an independent compensation and benefits consultant in order to ensure that Peoples provides total direct compensation that is performance-based, consistent with Peoples' philosophy and competitive with Peoples' Peer Group, its geographic peers and the financial services industry in general. In 2023, the Compensation Committee engaged Pay Governance to serve in this role. Pay Governance provided market intelligence on industry compensation trends along with views on specific compensation programs. Pay Governance’s lead consultant reports directly to the Chair of the Compensation Committee. The Compensation Committee authorizes Pay Governance’s work. Pay Governance’s lead consultant also interacts with senior leadership of Peoples as needed to complete the work requested by the Compensation Committee. All work completed by Pay Governance was reported to the Compensation Committee. Communications between the Compensation Committee and the compensation consultant may occur through (i) direct conversations between the Chair of the Compensation Committee and the consultant, (ii) communications between the President and CEO, the Chief Human Resources Officer (who serves as the Secretary of the Compensation Committee) and/or the General Counsel and the consultant, or (iii) participation by the consultant in Compensation Committee meetings, including executive sessions with only non-employee directors present.

The Compensation Committee determined that the work of Pay Governance in 2023 did not raise any conflict of interest. Additionally, the Compensation Committee determined that Pay Governance was independent of management after considering several factors, including: (1) whether Pay Governance provided any other services to Peoples; (2) the amount of fees received from Peoples by Pay Governance as a percentage of Pay Governance’s total revenue; (3) Pay Governance’s policies and procedures that are designed to prevent conflicts of interest; (4) any business or personal relationship of the individual compensation consultants providing services to Peoples with one or more members of the Compensation Committee; (5) the number of Peoples common shares owned by the individual compensation consultants providing services to Peoples; and (6) any business or personal relationships between the executive officers of Peoples and Pay Governance or the individual compensation consultants providing services to Peoples.


Peer Group
Peer Group Member	Location	Total Assets ($ Billions) (1)	Ticker Symbol
First Merchants Corp.	Muncie, IN	$18.3	FRME
First Financial Bancorp	Cincinnati, OH	$17.5	FFBC
TowneBank	Portsmouth, VA	$16.8	TOWN
Community Bank System, Inc.	Onondaga, NY	$15.6	CBU
Northwest Bancshares, Inc.	Warren, PA	$14.4	NWBI
Sandy Spring Bancorp, Inc.	Olney, MD	$14.0	SASR
NBT Bancorp Inc.	Norwich, NY	$13.3	NBTB
Eagle Bancorp, Inc.	Bethesda, MD	$11.7	EGBN
First Commonwealth Financial Corporation	Indiana, PA	$11.5	FCF
Park National Corporation	Newark, OH	$9.8	PRK
S&T Bancorp, Inc.	Indiana, PA	$9.6	STBA
1st Source Corporation	South Bend, IN	$8.7	SRCE
Premier Financial Corp	Defiance, OH	$8.6	PFC
Stock Yards Bancorp, Inc.	Louisville, KY	$8.2	SYBT
Horizon Bancorp, Inc.	Michigan City, IN	$7.9	HBNC
Tompkins Financial Corporation	Ithaca, NY	$7.8	TMP
Lakeland Financial Corporation	Warsaw, IN	$6.5	LKFN
City Holding Company	Charleston, WV	$6.2	CHCO
German American Bancorp, Inc.	Jasper, IN	$6.2	GABC
Financial Institutions, Inc.	Warsaw. NY	$6.2	FISI
Community Trust Bancorp, Inc.	Pikeville, KY	$5.8	CTBI
CNB Financial Corporation	Clearfield, PA	$5.8	CCNE
Farmers National Banc Corp.	Canfield, OH	$5.1	FMNB
First Financial Corporation	Terre Haute, IN	$4.9	THFF
Peer Group Median		$8.7
Peoples Bancorp Inc.	Marietta, OH	$9.2	PEBO

The Peer Group used for 2023 compensation was comprised of 24 publicly-traded financial services holding companies with total asset sizes ranging from $4.9 billion to $18.3 billion. Asset sizes are provided based on public information available as of December 31, 2023. The members of the Peer Group are headquartered in Indiana, Kentucky, Maryland, New York, Ohio, Pennsylvania, Virginia and West Virginia and serve markets and/or geographic areas similar to those of Peoples. Financial and operating data were reviewed by the Compensation Committee to ensure that the companies in the Peer Group have similar performance characteristics to those of Peoples. Pay Governance reviewed the Peer Group and indicated that the companies were appropriate for comparison purposes based upon the demographic and performance filters used by the Compensation Committee to make the Peer Group selection, particularly the size and location of each institution in the Peer Group.

The Compensation Committee used the Peer Group data to analyze the overall competitiveness of the compensation of Mr. Sulerzyski and Ms. Bailey. The Compensation Committee used national survey data of similarly-sized financial institutions published by human resources consulting firms to analyze the overall competitiveness of the compensation of the other NEOs. The analyses were done by comparing (i) the relative ranking of each NEO’s base salary and total direct compensation to the base salary and total direct compensation for similarly-situated officers for threshold, target and maximum levels of performance, and (ii) the level of performance achieved by Peoples compared to members of the Peer Group as defined by common performance measures used by the financial services industry and especially by community banks.

In view of the current economic and financial environment, the Compensation Committee reviewed the design and operation of Peoples’ compensation arrangements for 2023, including the compensation arrangements of Peoples’ NEOs, with Peoples’ senior risk officer. This review included the mix of base salary and performance-based incentive compensation and the performance goals required to be attained for threshold, target and maximum levels of cash and equity-based incentive payments, along with the corresponding payout potentials. The Compensation Committee determined that these arrangements do not provide Peoples' NEOs with the incentive to engage in business activities or other behavior that would materially threaten the value of Peoples or the investment of Peoples’ shareholders.

The Compensation Committee believes that base salaries for our CEO and CFO should be competitive with the median of the base salaries of similarly-situated officers of members of the Peer Group, and that the base salaries of our other NEOs should be competitive with the median base salaries of similarly-situated officers of other financial institutions of similar asset size used in national survey data published by human resource consulting firms. Depending on individual experience, job performance and competitive market requirements, the actual base salary for a particular NEO may be higher or lower than the median base salary for the similarly-situated officers (but still typically within plus or minus 10% of the median). Potential individual NEO base salary increases are reviewed annually by the Compensation Committee and are based on (i) the NEO’s overall contribution to Peoples’ performance, (ii) the NEO’s attainment of specific individual business objectives during the preceding year, and (iii) adjustments, if any occur, in the overall responsibilities of the individual.

As noted previously in the section captioned “Executive Summary of 2023 Fiscal Year Performance and Compensation,” (i) based on Peoples’ 2023 financial performance, (ii) based on Peoples’ compensation philosophy and objective of rewarding NEOs for enhancing long-term shareholder value and meeting Peoples’ strategic objectives through their individual contributions, and (iii) based on market pay data of the Peer Group, in the case of Mr. Sulerzyski and Ms. Bailey, and of other financial institutions of similar asset size used in national survey data published by human resource consulting firms, in the case of the other NEOs:

NEOs are eligible to earn additional compensation under the cash and equity-based incentive program. The incentive program was developed to reward performance by providing awards which increase as a percentage of base salary for relatively higher levels of performance and, conversely, by not paying awards if the absolute minimum performance goals are not met. The incentive program is designed to motivate and reward the NEOs for their contributions to business goals that the Compensation Committee believes drive earnings and create shareholder value without encouraging unnecessary and excessive risk-taking.

The 2023 incentive program design was comprised of the annual incentive awards and the long-term incentive program and was unchanged from the incentive program design used by Peoples the past several years. The annual incentive awards provide for cash awards calculated based upon corporate and individual performance using the annual incentive payout percentages assigned to each participant’s incentive tier. In order to participate in the incentive program for a given fiscal year, the NEO must have been employed by Peoples as of October 1st of the fiscal year and must also be employed by Peoples on either the date of the award, which occurs in February of the year following the fiscal year being measured, or on the last day of the performance measurement period in cases of retirement or termination without cause.

On February 22, 2023, the Compensation Committee approved the individual goals for Peoples’ NEOs, with the exception of Mr. Donlon, who did not join Peoples until September 5, 2023, and did not participate in the 2023 incentive program. On December 8, 2022, the full Board established the 2023 corporate incentive performance goals. The Board adopted a scorecard approach with four corporate performance components: (1) pre-tax/pre-provision return on average assets; (2) efficiency ratio; (3) pre-tax/pre-provision diluted earnings per common share; and (4) net charge-offs as a percent of average total loans. This approach resembled the one used to determine annual incentive awards since 2020.

With respect to the 2023 incentive program, the corporate incentive goals for Mr. Wyatt were weighted at 50%, with line of business goals weighted at 25% and individual performance goals weighted at 25%. The corporate incentive goals for Mr. Wilcox were weighted at 35%, with line of business goals weighted at 35% and individual performance goals weighted at 30%. This approach held Mr. Wyatt and Mr. Wilcox accountable for results that were more immediately within their control and ability to influence. Mr. Sulerzyski's and Ms. Bailey's corporate incentive goals were weighted at 70% and their individual performance goals were weighted at 30%. Mr. Donlon did not participate in the 2023 incentive program.

The individual goals were unique to each NEO and consisted of quantitative and qualitative measures. The individual goals were designed to complement Peoples’ corporate goals and strategic plan for 2023, particularly the Board’s goals related to overall growth of Peoples. These individual goals, which are described below, were both quantitative and qualitative in nature and were designed to grow core earnings while managing risk, which is intended, in turn, to promote the long-term interests of Peoples’ shareholders. In addition, goals tied to the attainment of the long-term strategic plan were included in each NEO’s individual performance goals. The Compensation Committee believes that these goals properly incentivized the NEOs to implement and attain the long-term strategic objectives of Peoples, including overall growth and high performance in the key metrics noted in the table above.

The Compensation Committee set an absolute minimum level of corporate performance that had to be achieved in order for the NEOs to potentially receive any payout of annual cash incentives and long-term equity-based incentives for 2023 (sometimes referred to by other institutions as a circuit breaker or knockout factor). The absolute minimum level of corporate performance provided an additional level of protection for our shareholders and was defined as both a minimum level of pre-tax/pre-provision earnings available to common shareholders of $2.69 per common share for the fiscal year and a percentage of nonperforming assets to total assets of 2% or less at the end of the fiscal year, both determined on a US generally accepted accounting principals ("US GAAP") basis. Performance below either of these levels would have resulted in no incentives being awarded for 2023 regardless of the NEOs’ individual performance. We achieved these absolute minimum levels in 2023. Our pre-tax/pre-provision earnings per share (unadjusted) was $5.06, and our percentage of nonperforming assets to total assets was 0.43% for 2023, surpassing the levels required to pay out any incentives for the year.

As noted above, Mr. Wyatt was assigned line of business goals for commercial banking, and Mr. Wilcox was assigned line of business goals for community banking. For Mr. Wyatt, these goals consisted of quantitative measures related to commercial business performance, such as pre-tax, pre-provision net income for commercial banking, commercial portfolio loan growth and commercial portfolio asset quality. For Mr. Wilcox, these goals consisted of quantitative measures related to community banking performance, such as pre-tax, pre-provision net income for the several business lines comprising the community banking group. The commercial banking line of business and the community banking group generally achieved results that were between target and maximum levels of performance with respect to these measures.

There are three levels of payout potential for cash incentive awards based upon annual performance: threshold, target and maximum, with payouts for results in between these levels based on interpolation. The potential payout for target performance is intended to generally reflect market median cash incentive compensation as a percentage of base salary. The potential payouts for threshold and maximum levels of performance as a percentage of base salary are intended to generally reflect the practices of the Peer Group. The payout potentials for 2023, expressed as a percent of base salary, were as follows:

The long-term incentive program draws from a pool for equity-based awards in the form of restricted common shares created by using corporate results and applying the long-term incentive payout percentages for each participant as described below. The pool is created based solely upon the level of achievement of corporate goals, which determines the percentage applied to the aggregate individual base salaries. No individual performance or business unit factors are used in creating the pool. These corporate goals are the same as those used in determining the annual cash incentive payments. This places an increased emphasis on achieving those objectives, which the Compensation Committee believes will create long-term shareholder value. Threshold, target and maximum payout potentials are used to create the pool and are determined annually by the Compensation Committee. Results falling in between threshold, target and maximum are interpolated. No equity-based incentives are awarded to NEOs if the threshold level of performance and the absolute minimum levels of corporate performance are not achieved. The restricted common shares awarded cannot exceed those in the pool as created by the corporate results and payout percentages. The pool of restricted common shares is distributed among participants by the Compensation Committee based on the Compensation Committee’s subjective determination of the participant’s contribution to Peoples’ future success and attainment of Peoples’ strategic plan. In making its decisions, the Compensation Committee also considers management’s recommendations.

Equity-based awards, if earned, are granted with a fair market value based on The Nasdaq Global Select Market® closing price of Peoples common shares on the date of the grant. The Compensation Committee approves equity-based grants to the NEOs and other key senior officers. The annual equity-based awards are typically reviewed and approved by the Compensation Committee in January or February. The grant date for the annual equity-based awards is typically on or within a few days of the date of the Compensation Committee meeting at which they are approved. In certain cases, the Compensation Committee approves the use of equity-based grants to new hires or current NEOs as an incentive to attract or retain executive officers or other senior management. In the event of equity-based grants for new hires, the date of grant is typically the first business day of the month following the new employee’s date of hire. Peoples has no intention, plan or practice to select annual grant dates for equity-based awards in coordination with the release of material, non-public information or to time the release of such information because of award dates.

The 2023 long-term incentive program generally requires each NEO to remain employed by Peoples for the full vesting period of the restricted common shares granted, subject to special vesting rules applicable in the event of disability or retirement from Peoples. This arrangement provides a valuable retention tool for the NEOs. Additionally, vesting of the restricted common shares granted under the program requires that Peoples meet the performance criteria of maintaining a well-capitalized status and reporting positive net income for each of the three fiscal years comprising the vesting period. Both events need to occur each year in order for the NEOs to ultimately vest in that portion of an award based on service through the full three-year vesting period. In the event both performance criteria are not met in a given year, the restricted common shares as to which restrictions will lapse at the end of the cliff-vesting period will be reduced by one-third. Dividends which would otherwise be received during the restriction period are accrued and paid to the recipient in the same proportion and at the same time that the underlying restricted common shares vest, if at all.


NEO	Corporate Weighting	Line of Business Weighting	Individual Performance Weighting	2023 Annual Incentive Payout (% of 2023 Base Salary)	2023 Annual Incentive - Cash Incentive Earned ($)	2022 Long- Term Incentive Payout (% of 2022 Base Salary)	2022 Long- Term Incentive - Total Restricted Common Shares Granted (#)

Charles W. Sulerzyski	70.0%	—	30.0%	83.5%	$614,000	79.0%	20,809
Kathryn M. Bailey	70.0%	—	30.0%	45.4%	$179,300	35.4%	5,014
Tyler J. Wilcox	35.0%	35.0%	30.0%	39.0%	$175,400	35.6%	5,730
Hugh J. Donlon (1)	—	—	—	—	—	—	—
Douglas V. Wyatt	50.0%	25.0%	25.0%	42.4%	$138,000	38.4%	4,477

The NEOs participate in certain benefit programs available to all other employees of Peoples, subject to the same eligibility requirements that apply to all employees, including: (i) the Peoples Bancorp Inc. Retirement Plan and Trust (the “Retirement Plan”); (ii) the Peoples Bancorp Inc. Retirement Savings Plan (“Peoples’ 401(k) Plan”); (iii) the Peoples Bancorp Inc. Amended and Restated Nonqualified Deferred Compensation Plan (the “NQDC Plan”); (iv) the Peoples Bancorp Group Term Life Insurance Plan; (v) the medical and dental insurance plans provided by Peoples; (vi) Peoples’ Employee Stock Purchase Plan (the “ESPP”); and (vii) split-dollar bank-owned life insurance.

On December 7, 2022, the Compensation Committee approved the NQDC Plan for continuation in 2023. Participation in the NQDC Plan is limited to a select group of management and highly-compensated employees designated annually by the Compensation Committee. The NQDC Plan is offered for the purpose of providing a vehicle for the deferral of compensation in excess of statutory limits under Peoples’ 401(k) Plan for those participating in the NQDC Plan. Participants may elect to defer base salary, other cash payments including non-equity incentive payments, over-time and bonus cash payments (excluding sign-on bonuses), commissions, referral fees, draws against commission in excess of commission earned, holiday, vacation, paid-time-off payments and payments made under the short-term disability plan. After the applicable deadline, a deferral election is irrevocable for that plan year unless otherwise permitted under the NQDC Plan. Generally, a participant must submit a deferral election by December 31 of the year before services are to be performed. The deferred compensation, if any, is credited to a bookkeeping account maintained on behalf of the participant. The participant is fully vested in the bookkeeping account, which will be credited with earnings and losses based on the performance of the deemed investment selections made by the participant for the bookkeeping account. The Compensation Committee determines the deemed investments with which participants may direct that their bookkeeping accounts be credited.

Peoples may make discretionary contributions to participants’ bookkeeping accounts in such amount that would have been made pursuant to Peoples’ 401(k) Plan as matching contributions if all amounts selected to be deferred under the NQDC Plan had been deferred under Peoples’ 401(k) Plan. Any such contributions will be credited to the participants’ bookkeeping accounts each pay period with respect to compensation deferred in that pay period and will vest in accordance with the vesting schedule under Peoples’ 401(k) Plan, provided that the portion of the participant’s account attributed to discretionary contributions and any deemed earnings on the investment of such discretionary contributions will become fully vested in the event of a participant’s retirement (as defined In the NQDC Plan), death, voluntary termination or involuntary termination without cause and will be forfeited if a participant is terminated for cause.

The amount reflected in a participant’s bookkeeping account attributable to a participant's contributions for services performed prior to December 31, 2022, will be distributed in a single lump-sum payment on the January 1 immediately following the participant’s separation from service unless the participant had made an initial deferral election under the NQDC Plan and elected to receive distribution of the participant’s account in up to ten substantially equal annual installments beginning on the January 1 immediately following the participant’s separation from service and on each January 1 thereafter. Effective September 1, 2022, a participant may elect the time and form of payment that will apply to a portion of the participant's bookkeeping account. The election must be made within the first 30 days of NQDC Plan eligibility for contributions to be credited for services performed during the first year of eligibility and by December 31 of each year in connection with contributions to be credited for services performed in the following year. Participants may elect the payment trigger, either separation from service, or a specified year that is at least three years after the year in which the services are performed (but, if the participant has a separation from service before the start of the specified year, the applicable portion of the participant's account will be paid beginning in January of the year following the year in which the separation from service occurs). Participants may also elect the payment form, either a lump sum or installments. The number of installments that can be elected depends on whether the payment trigger is a specified year (in which case the participant can elect for annual installments to be paid over two to five years) or termination of employment (in which case the participant can elect for annual installments to be paid over two to ten years). This means that different portions of a participant's bookkeeping account may be payable at different times and in different forms.

The NEOs are eligible to participate in the ESPP on the same basis as other employees. The ESPP is intended to comply with Sections 421 and 423 of the Internal Revenue Code. Employees are permitted to buy Peoples common shares through payroll deductions at a discount of up to 15% of the fair market value of the common shares on the last day of the applicable offering period. The Compensation Committee determines the establishment of any offering period and the dates on which any offering period will take place. The Compensation Committee established an offering period for each of the four calendar quarters in 2023. Each offering period was one calendar quarter in length. Mr. Sulerzyski, Ms. Bailey and Mr. Wilcox elected to participate in the ESPP during 2023.

Peoples maintains an Executive Health Program, which provides an opportunity for each NEO to participate, on a voluntary basis, in a comprehensive medical screening annually at the expense of Peoples. The objective of the Executive Health Program is the early identification of potential health problems and the prompt, expert treatment of any medical problems detected, thereby mitigating the negative potential impact on Peoples’ financial performance or current management succession plans. Some of the NEOs participate in a program under which Peoples offers a limited reimbursement for fitness club memberships. This program is available to all employees and is part of an overall wellness initiative at Peoples. In 2023, all of the NEOs with the exception of Ms. Bailey and Mr. Donlon participated in a wellness incentive program, available to all Peoples medical plan participants, which provided up to a one-time $1,250 payment to a Health Savings or Flexible Spending Account, depending upon individual compliance with the program’s requirements, which included wellness-related activities.

Peoples has entered into a change in control agreement with each of the NEOs. The change in control agreements are designed to motivate the NEOs to act in the best interests of the Peoples shareholders and to promote stability and continuity of the services of the NEOs during a change in control. The change in control agreements are “double trigger” agreements that provide severance payments to an NEO only if Peoples or its successor terminates the NEO’s employment without “cause” or the NEO terminates his or her employment with “good reason” after the change in control. A “double trigger” also applies to the restricted common shares awarded to the NEOs under our long-term incentive program if there is a change in control. The restricted common shares will immediately vest only if Peoples’ successor refuses to assume the restricted common shares or substitute equivalent equity awards or if Peoples’ successor terminates the NEO’s employment without “cause” or the NEO terminates his or her employment with “good reason” after the change in control.

The Compensation Committee chose the “double trigger” to forego extra costs to Peoples or its successor if an NEO continues in the same or a similar role after the change in control, while still motivating the NEO to act in the best interests of the Peoples shareholders by providing for the NEO even if he or she would not have the same or a similar role after the change in control. Beginning in 2016 with the change in control agreement entered into with Mr. Wyatt, and applicable to each of the NEOs except for Mr. Sulerzyski, whose change in control agreement was entered into prior to 2016, we have defined compensation for the purpose of calculating the amount of severance to be the sum of the NEO’s annualized monthly base salary for the calendar year in which the change in control occurs plus the average of annual cash incentives paid to the NEO over the prior three years. For Mr. Sulerzyski, compensation for the purpose of calculating the amount of severance is defined to be the average annualized compensation paid by Peoples which was includable in gross income, prior to any reductions for deferred arrangements, during the most recent five taxable years ending before the date of the change in control, subject to certain adjustments in the event that Section 280G of the Internal Revenue Code is triggered.

Section 162(m) of the Internal Revenue Code generally prohibits Peoples from claiming a deduction on Peoples’ federal income tax return for compensation in excess of $1,000,000 paid in a given fiscal year to certain current and former executive officers. While the Compensation Committee carefully considers the net cost and value to Peoples of maintaining the deductibility of all compensation, the Compensation Committee also desires the flexibility to reward NEOs and other key employees in a manner that enhances Peoples’ ability to attract and retain individuals, as well as to create longer term value for shareholders. Thus, income tax deductibility is only one of several factors the Compensation Committee considers in making decisions regarding Peoples’ compensation program.

Section 409A of the Internal Revenue Code (“Section 409A”) imposes additional taxes, interest and penalties on non-qualified deferred compensation arrangements that do not satisfy the requirements of Section 409A. Peoples believes that it is administering its non-qualified deferred compensation arrangements in accordance with the requirements of Section 409A and that its non-qualified deferred compensation arrangements, including the change in control arrangements with the NEOs, comply with the regulations issued under Section 409A. We have not realized any material changes to our compensation program as a result of compliance with Section 409A.

Compensation costs for restricted common share awards, stock options and stock appreciation rights (“SARs”), if awarded, are measured at the fair value of these awards on their grant date. Compensation expense for time-vested awards is recognized over the required service period, generally the restriction period for restricted common share awards and the vesting period for stock options and SARs, if awarded. Compensation expense for time-vested awards granted to employees who are eligible for retirement is recognized through the date the employee is first eligible to retire or at the grant date, whichever is later. Compensation expense for performance-based restricted common share awards is recognized over the performance period, once management believes it is probable the performance requirements will be met. Compensation expense for performance-vested restricted common share awards granted to employees who are eligible for retirement is recognized through the date the employee is first eligible to retire or at the grant date, whichever is later. For all awards, only the expense for the portion of the awards expected to vest is recognized.

We have a stock holding requirement for the NEOs with respect to equity-based compensation awards. This stock holding requirement remains in effect during the entire time the individuals are employed by Peoples. The holding requirement is based upon a percentage of the “net shares” held by an individual NEO following vesting or exercise of an equity-based compensation award. Such “net shares” represent the number of common shares the NEO owns after paying for taxes through the withholding of common shares in the case of restricted common shares, or if granted in the future, after paying for the exercise price and taxes through the withholding of common shares in the case of the exercise of stock options, SARs or other similar forms of equity-based awards. Each NEO is required to maintain ownership of 50% of such net shares through the term of the NEO’s employment. Other than this stock holding requirement with respect to equity-based compensation awards, we have no equity or other security ownership requirements for NEOs.

the previously issued financial statements, or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were not corrected in the current period or left uncorrected in the current period. Pursuant to the clawback policy, we will seek recovery of incentive compensation paid during the three completed fiscal years of Peoples immediately preceding the restatement date that exceeds the amount of incentive compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. Our clawback policy applies to executive officers of Peoples (including the NEOs), as determined pursuant to applicable SEC and Nasdaq rules, A copy of our clawback policy is posted under the “Corporate Overview – Governance Documents” tab on the “Investor Relations” page of Peoples’ website at www.peoplesbancorp.com.

We determined our “median employee” for 2023 by: (1) calculating the annual total compensation for each of the part-time and full-time employees of Peoples or one of our subsidiaries who was employed as of December 31, 2023, except Mr. Sulerzyski, with annual total compensation for this purpose calculated by adding base salary and over-time pay, plus any cash incentive and equity-based incentive payments vested in 2023, plus the amount of any “company match” under Peoples’ 401(k) Plan, plus any wellness incentive payment; (2) ranking the annual total compensation of all employees except Mr. Sulerzyski from lowest to highest; and (3) identifying the middle employee in the list as the “median employee.” Once the median employee was identified, we used the annual total compensation for 2023 for such employee calculated in the manner described in the preceding sentence, which allowed for the elements of compensation for the median employee to be as comparable as possible to the elements of the annual total compensation of Mr. Sulerzyski. We then used Mr. Sulerzyski’s annual total compensation for 2023 as disclosed in the “SUMMARY COMPENSATION TABLE FOR 2023” appearing on page 69 of this Proxy Statement. The calculations yielded the following numbers and ratio:

The Compensation Committee believes that the best measure of whether the executive compensation program is achieving its intended goals is to look at the long-term performance of Peoples, as well as the relative changes in performance during any given time period. Peoples’ NEOs received payouts under the incentive compensation program based upon the levels of corporate and individual performance achieved for 2023. In light of the results previously described in this “COMPENSATION DISCUSSION AND ANALYSIS,” the Compensation Committee believes Peoples’ compensation program for Peoples’ NEOs continues to be aligned with the interests of our shareholders. The incentive compensation program is a performance-based system that provides a balanced foundation for strong and effective leadership into the future and ensures alignment with long-term shareholder interests without encouraging unnecessary and excessive risk-taking that could threaten the value of Peoples.

programs with the Compensation Committee. The most recent review and discussion with the Compensation Committee with respect to Peoples’ 2023 compensation programs occurred on October 23, 2023, and covered the senior management and executive compensation plans in which the NEOs were eligible to participate. The review of these plans took into consideration: (i) products and services incented; (ii) the risk time horizon of those products and services; (iii) incentives paid as a percentage of total revenue; and (iv) incentives paid as a percentage of each participant’s total compensation. Broad-based welfare and benefit plans that do not discriminate in scope, terms or operation in favor of NEOs were excluded from the review.

Most officers, including the NEOs and officers serving Peoples in support roles, such as accounting, loan operations and deposit operations, participate in the annual cash and long-term equity-based incentive program. Nearly 50% of all of Peoples’ employees participate in this incentive program. Annual cash incentives, as well as equity-based incentives under the incentive program, are payable only when specific pre-determined performance goals are met. All participants in the incentive program have some portion of both their annual and long-term incentive awards dependent on the selected corporate performance criteria. In addition, the potential incentives payable to senior officers having only compliance, risk, credit quality and internal control roles are tied to corporate goals under the incentive program with only a 25% weighting. The remainder of their potential incentives is determined based upon the level of achievement of individual goals tied to their specific job functions. The Compensation Committee ultimately approves all incentive compensation paid to the NEOs.

In addition to the incentive program, we have (i) compensation plans for producers, including insurance agents and financial advisors, which include variable pay components (commission based on the sales of products underwritten or offered by independent third parties); (ii) compensation plans for home loan originators which include variable cash compensation components tied to the origination of one-to-four family real estate loans, the majority of which are sold into the secondary market; and (iii) other miscellaneous individual plans which are informal agreements that allow certain employees to earn amounts of cash incentive compensation without encouraging the employees to take unnecessary or excessive risk. The foregoing roles inherently do not have the opportunity for excessive levels of risk, either individually or in the aggregate.


(a)	(b)	(c)	(d)	(e)		(f)	(g)	(h)	(i)
Name and Principal Position	Year	Salary ($)	Bonus ($) (1)	Stock Awards ($)		Non-Equity Incentive Plan Compensation ($) (2)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) (3)	All Other Compensation ($) (4)	Total ($)

Charles W. Sulerzyski	2023	$735,000	—	$573,973	(5)	$614,000	—	$139,801	$2,062,774
President and Chief Executive Officer	2022	$700,000	—	$469,493	(6)	$597,500	—	$110,426	$1,877,419
	2021	$658,750	—	$226,971	(7)	$481,000	—	$94,735	$1,461,456
Kathryn M. Bailey	2023	$395,000	—	$364,981	(5)	$179,300	—	$61,576	$1,000,857
Executive Vice President, Chief Financial Officer and Treasurer	2022	$325,000	—	$99,980	(6)	$132,000	—	$48,990	$605,970
	2021	$262,500	$10,000	$29,969	(7)	$120,000	—	$31,438	$453,907
Tyler J. Wilcox	2023	$450,000	—	$609,973	(5)	$175,400	—	$63,965	$1,299,339
Executive Vice President, Chief Operating Officer	2022	$300,000	—	$99,980	(6)	$118,500	$32	$44,270	$562,782
	2021	$262,500	$10,000	$39,980	(7)	$120,000	$23	$32,575	$465,078
Hugh J. Donlon	2023	$162,879	$250,000	$199,987	(8)	—	—	$35,339	$648,205
Executive Vice President, Community Banking	2022	—	—	—		—	—	—	—
	2021	—	—	—		—	—	—	—
Douglas V. Wyatt	2023	$325,501	—	$109,989	(5)	$138,000	—	$42,482	$615,972
Executive Vice President, Chief Commercial Banking Officer	2022	$310,000	—	$94,987	(6)	$127,500	—	$38,348	$570,835
	2021	$287,501	$10,000	$49,990	(7)	$120,000	—	$32,012	$499,503

(3)The amounts in column (g) include, for Mr. Wilcox, the increase (if any) in the actuarial present value of the NEO’s accumulated benefits under the Retirement Plan determined using assumptions consistent with those used in “Note 12 Employee Benefit Plans” of the Notes to the Consolidated Financial Statements filed as part of “ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of Peoples’ Annual Report on Form 10-K for the fiscal year- ended December 31, 2023. Mr. Sulerzyski, Ms. Bailey and Mr. Wyatt do not participate in the Retirement Plan. The Retirement Plan was terminated effective May 15, 2023, and all benefit obligations were settled, and all Plan assets were distributed, as of September 30, 2023. Since the earnings on compensation that has been deferred under the NQDC Plan by the NEOs participating in the NQDC Plan do not represent "above-market" or "preferential" earnings for purposes of the applicable SEC rules, no amount is reported with respect to such earnings.

(4)All other compensation for each NEO for 2023 includes the following: (i) Mr. Sulerzyski - Peoples' 401(k) Plan company match in the amount of $19,800; $1,250 wellness incentive payment; $60,063 in company matching contributions under the NQDC Plan; and $58,689 in restricted common share dividends; (ii) Ms. Bailey – Peoples' 401(k) Plan company match in the amount of $19,800; $11,496 in company matching contributions under the NQDC Plan; and $30,280 in restricted common share dividends; (iii) Mr. Wilcox - Peoples' 401(k) Plan company match in the amount of $13,620; $1,250 wellness incentive payment; $3,015 for executive health exam; $13,810 in company matching contributions under the NQDC Plan; and $32,271 in restricted common share dividends; (iv) Mr. Donlon - Peoples' 401(k) Plan company match in the amount of $8,750; $23,494 in relocation expenses; and $3,095 in restricted common share dividends; and (v) Mr. Wyatt - Peoples’ 401(k) Plan company match in the amount of $19,364; $1,250 wellness incentive payment; $2,669 for executive health exam; $7,341 in company matching contributions under the NQDC Plan; and $11,857 in restricted common share dividends. The amounts of restricted common share dividends reflect dividends that were accrued during the restriction period and paid upon vesting. See the disclosure under the caption “NON-QUALIFIED DEFERRED COMPENSATION FOR 2023” beginning on page 66 of this Proxy Statement for more information concerning the calculation of earnings with respect to contributions made by Peoples and the NEOs and credited to the NEOs’ accounts under the NQDC Plan.

(5)The amounts in column (e) for 2023 reflect the grant date fair values for awards of restricted common shares with respect to the 2022 incentive program, which were granted in 2023 under the 2006 Plan. The amounts of compensation for the restricted common shares reported for 2023 were computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and based on The Nasdaq Global Select Market® price of Peoples common shares on the grant date. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 18 Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of “ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for additional information regarding the restricted common shares granted in 2023.

(6)The amounts in column (e) for 2022 reflect the grant date fair values for awards of restricted common shares with respect to the 2021 incentive program, which were granted in 2022 under the 2006 Plan. The amounts of compensation for the restricted common shares reported for 2022 were computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 and based on The Nasdaq Global Select Market® price of Peoples common shares on the grant date. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 18 Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of “ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for additional information regarding the restricted common shares granted in 2022.

(7)The amounts in column (e) for 2021 reflect the grant date fair values for awards of restricted common shares with respect to the 2020 incentive program, which were granted in 2021 under the 2006 Plan. The amounts of compensation for the restricted common shares reported for 2021 were computed in accordance with FASB ASC Topic 718 and based on The Nasdaq Global Select Market® price of Peoples common shares on the grant date. The reported amounts exclude the impact of estimated forfeitures related to service-based vesting conditions, as required by applicable SEC rules. See “Note 18 Stock-Based Compensation” of the Notes to the Consolidated Financial Statements filed as part of “ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for additional information regarding the restricted common shares granted in 2021.


(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)		(k)	(l)	(m)
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards ($/Share)	Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)

Charles W. Sulerzyski	—	—	$119,805	$477,750	$716,625	$99,225	$477,750	$716,625	—		—	—	—
	2/8/2023	1/26/2023	—	—	—	—	—	—	18,943	(3)	—	—	$573,973
Kathryn M. Bailey	—	—	$37,130	$148,125	$222,188	$27,255	$108,625	$172,813	—		—	—	—
	2/8/2023	1/26/2023	—	—	—	—	—	—	3,795	(3)	—	—	$114,989
	6/1/2023	5/23/2023	—	—	—	—	—	—	9,604	(4)	—	—	$249,992
Tyler J. Wilcox	—	—	$42,300	$168,750	$253,125	$31,050	$123,750	$196,875	—		—	—	—
	2/8/2023	1/26/2023	—	—	—	—	—	—	3,630	(3)	—	—	$109,989
	6/1/2023	5/23/2023	—	—	—	—	—	—	19,208	(4)	—	—	$499,984
Hugh J. Donlon	10/2/2023	7/26/2023	—	—	—	—	—	—	7,936	(3)	—	—	$199,987
Douglas V. Wyatt	—	—	$30,597	$122,063	$183,094	$22,460	$89,513	$142,407	—		—	—	—
	2/8/2023	1/26/2023	—	—	—	—	—	—	3,630	(3)	—	—	$109,989

(2)Fair value of equity-based grants available for award through the 2023 long-term incentive program under the 2006 Plan if the indicated levels of performance were achieved for the 2023 fiscal year. Equity-based incentive awards are denominated in dollars, rather than number of common shares. As a result, the threshold, target and maximum amounts are shown in “dollars” rather than the “number of common shares.” At the time of payout, the fair value of the actual award earned is to be translated into awards of restricted common shares to be settled in common shares delivered under the 2006 Plan. The awards are made after results in respect of the fiscal year’s performance goals have been measured. Refer to the discussion under the caption “2023 Executive Compensation Components - Cash and Equity-Based Incentive Program” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 57 of this Proxy Statement, for additional information regarding grants of equity-based awards.

(3)Reflects the aggregate number of restricted common shares (if any) granted through the 2022 incentive program based upon corporate and individual performance for the 2022 fiscal year, which were approved on January 26, 2023 and granted under the 2006 Plan on February 8, 2023. The fair value of the equity-based incentive awards earned was converted into the number of restricted common shares shown, using the closing price of Peoples common shares on the grant date. All restricted common shares will vest on February 8, 2026 if the NEO remains employed by Peoples or has met Peoples’ definition of retirement or disability on that date. The vesting is also subject to the requirements that Peoples has maintained a well capitalized status under applicable regulatory standards and reported net income for each of the fiscal years comprising the vesting period. The NEO has the right to vote the common shares underlying the restricted common shares and is entitled to receive dividends paid with respect to the underlying common shares at the same level as paid to other shareholders of Peoples; however, the dividends will be subject to the same restrictions on transfer as the restricted common shares with respect to which they were paid or issued.

The following table provides information relating to the outstanding equity awards held by the NEOs at the end of the 2023 fiscal year. There were no options or SARs held by the NEOs at the end of the 2023 fiscal year. All stock awards listed in the table reflect restricted common shares of Peoples granted under the 2006 Plan. Each individual grant of restricted common shares is shown on a separate line for each NEO. The market value of the stock awards is based on the closing price of Peoples common shares as reported on The Nasdaq Global Select Market® on December 29, 2023 (the last trading day during the 2023 fiscal year), which was $33.76.


(a)	(b)	(c)		(d)		(e)		(f)
		Stock Awards
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Charles W. Sulerzyski	2/9/2021	7,210	(1)	$243,410		—		—
	2/9/2022	14,576	(2)	$492,086		—		—
	2/8/2023	18,943	(3)	$639,516				—
	2/7/2024	—		—		20,809	(4)	—
Kathryn M. Bailey	2/9/2021	952	(1)	$32,140		—		—
	2/9/2022	3,104	(2)	$104,791		—		—
	2/8/2023	3,795	(3)	$128,119		—		—
	6/1/2023	9,604	(5)	$324,231		—		—
	2/7/2024	—		—		5,014	(4)	—
Tyler J. Wilcox	2/9/2021	1,270	(1)	$42,875		—		—
	2/9/2022	3,104	(2)	$104,791		—		—
	2/8/2023	3,630	(3)	$122,549				—
	6/1/2023	19,208	(5)	$648,462				—
	2/7/2024	—		—		5,730	(4)	—
Hugh J. Donlon	10/1/2023	7,936		$267,919	(6)	—		—
Douglas V. Wyatt	2/9/2021	1,588	(1)	$53,611		—		—
	2/9/2022	2,949	(2)	$99,558		—		—
	2/8/2023	3,630	(3)	$122,549				—
	2/7/2024	—		—		4,477	(4)	—

(2)Represents unvested restricted common shares approved on January 26, 2022 and granted by the Compensation Committee on February 9, 2022 with respect to individual performance for the 2021 fiscal year. These restricted common shares were granted with a three-year “cliff-vesting” period and will vest on the third anniversary of the February 9, 2022 grant date. The vesting on the third anniversary of the February 9, 2022 grant date is also subject to the requirements that the NEO remains employed by Peoples on that date (subject to special vesting rules applicable in the event of disability or retirement from Peoples under the terms of the award agreement), and Peoples has maintained a well capitalized status under applicable regulatory standards and reports positive net income for each of the fiscal years comprising the vesting period. If these performance goals are not met with respect to any fiscal year, one-third of the restricted common shares will not vest.

(3)Represents unvested restricted common shares approved on January 26, 2023 and granted by the Compensation Committee on February 8, 2023, with respect to individual performance for the 2022 fiscal year. These restricted common shares were granted with a three-year “cliff-vesting” period and will vest on the third anniversary of the February 8, 2023 grant date. The vesting on the third anniversary of the February 8, 2023 grant date is also subject to the requirements that the NEO remains employed by Peoples on that date (subject to special vesting rules applicable in the event of disability or retirement from Peoples under the terms of the award agreements), and Peoples has maintained a well capitalized status under applicable

(4)Represents unvested restricted common shares granted on February 7, 2024, with respect to individual performance for the 2023 fiscal year. The restricted common shares were considered “unearned” as they were not granted until after the end of the 2023 fiscal year. These restricted common shares were granted with a three-year “cliff-vesting” period and will vest on the third anniversary of the February 7, 2024 grant date. The vesting on the third anniversary of the February 7, 2024 grant date is also subject to the requirements that the NEO remains employed by Peoples on that date (subject to special vesting rules applicable in the event of disability or retirement from Peoples under the terms of the award agreements), and Peoples has maintained a well capitalized status under applicable regulatory standards and reports positive net income for each of the fiscal years comprising the vesting period. If these performance goals are not met with respect to any fiscal year, one-third of the restricted common shares will not vest.

The following table provides information regarding the NEOs' participation in the NQDC Plan for 2023. Participants in the NQDC Plan may elect to defer base salary, other cash payments including non-equity incentive payments, over-time and bonus cash payments (excluding sign-on bonuses), commissions, referral fees, draws against commission in excess of commission earned, holiday, vacation, paid-time-off payments and payments made under the short-term disability plan. Generally, a participant must submit a deferral election by December 31 of the year before services are to be performed. The deferred compensation, if any, is credited to a bookkeeping account maintained on behalf of the participant. The participant is fully vested in the bookkeeping account which will be credited with earnings and losses based on the performance of the deemed investment selections made by the participant for the bookkeeping account. The Compensation Committee determines the deemed investments with which participants may direct that their bookkeeping accounts be credited.

Peoples may make discretionary contributions to participants’ bookkeeping accounts in such amount that would have been made pursuant to Peoples’ 401(k) Plan as matching contributions as if all amounts selected to be deferred by participants under the NQDC Plan had been deferred under Peoples’ 401(k) Plan. Any such discretionary contributions will be credited to the participants’ bookkeeping accounts each pay period with respect to compensation deferred in that pay period and will vest in accordance with the vesting schedule under Peoples’ 401(k) Plan, provided that the discretionary contribution amounts will become fully vested in the event of a participant’s retirement (as defined in the NQDC Plan) or death, voluntary termination or involuntary termination without cause and will be forfeited if a participant is terminated for cause.

(3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Sulerzyski, who has served as our CEO since 2011) in the “Total” column (a) for 2021, 2022 and 2023 in the “Summary Compensation Table for 2023” beginning on page 69 of this Proxy Statement and (b) for 2020 in the “Summary Compensation Table for 2022” beginning on page 65 of the Peoples' Proxy Statement for the Annual Meeting of Shareholders held on April 27, 2023. The names of each of the NEOs (excluding Mr. Sulerzyski) included for purposes of calculating the average amounts in all years presented are as follows: Kathryn M. Bailey, Tyler J. Wilcox, Hugh Donlon, and Douglas V. Wyatt. In addition, John C. Rogers, who served as Executive Vice President, Chief Financial Officer and Treasurer in 2020 until September 30, 2020, is included for 2020 and Jason M. Eakle, who continues to serve as Executive Vice President, Chief Credit Officer, is included for 2020, 2021, and 2022.

(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each measurement period for which a return is indicated. The peer group used for 2020 is the list of companies identified in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” of Peoples' Proxy Statement for the Annual Meeting of Shareholders held on April 22, 2021. The peer group used for 2021 is the list of companies identified in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” of Peoples' Proxy Statement for the Annual Meeting of Shareholders held on April 28, 2022. The peer group used for 2022 is the list of companies identified in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” of Peoples' Proxy Statement for the Annual Meeting of Shareholders held on April 27, 2023. The peer group used for 2023 is the Peer Group as defined in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 44 of this Proxy Statement.

An NEO participating in the NQDC Plan is fully vested at all times in the portion of the participant’s bookkeeping account attributable to compensation deferred by the participant and any deemed earnings on such amounts. The portion of the participant’s bookkeeping account attributable to discretionary contributions from Peoples and any deemed earnings on the investment of the discretionary contributions will become fully vested in the event of the participant’s retirement (as defined in the NQDC Plan), death, voluntary termination or involuntary termination without cause and will be forfeited if the participant is terminated for cause.

In the event of the death or disability of an NEO, in addition to the benefits listed under the headings “Payments Made Upon Termination of Employment” and “Payments Made Upon Retirement” above, the NEO would also receive benefits under Peoples’ disability plan or the NEO’s beneficiary would also receive payments under the Peoples Bancorp Group Term Life Insurance Plan and under the BOLI benefit, as applicable. In the event of death of an NEO, a portion of the unvested restricted common shares under the 2006 Equity Plan subject to performance goals, determined by multiplying the number of such restricted common shares by a fraction, the numerator of which is the number of whole months elapsed during the performance period prior to the NEO's death, and the denominator of which is the number of months in the performance period, will immediately vest and the remainder would be forfeited. In the event of death or disability of an NEO, any unvested time-based restricted common shares under the 2006 Equity Plan will immediately vest. In the event of disability of an NEO, unvested grants of restricted common shares under the 2006 Equity Plan subject to performance goals would vest and become transferable upon attainment of the performance goals specific to the respective grants.

In the event of a change in control where the surviving entity is not Peoples and the surviving entity (the “acquiror”) does not assume or substitute equivalent awards for outstanding awards of restricted common shares, all such outstanding restricted common shares would become immediately and fully vested. Additionally, the Board or its designee may, in its sole discretion, provide for a cash payment to be made to each participant for the outstanding restricted common shares upon the consummation of the change in control, determined on the basis of the fair market value that would be received in such change in control by the holders of Peoples common shares underlying such awards.

Generally, the change in control agreements provide for severance compensation to an NEO if the NEO's employment is terminated by Peoples or its successor for any reason other than cause (defined as gross negligence or gross neglect of duties; commission of a felony or a gross misdemeanor involving moral turpitude in connection with the NEO's employment with Peoples; fraud, disloyalty, dishonesty or willful violation of any law or significant policy of Peoples committed in connection with the NEO's employment with Peoples; or issuance of an order by the banking regulators of Peoples for removal of the NEO) within six months prior to or 24 months after a defined change in control occurs. In addition, compensation will be paid if the NEO voluntarily terminates employment during the same periods because of: (i) the assignment to the NEO of any material duties or responsibilities inconsistent with the NEO’s position(s), or a change in the NEO’s reporting responsibilities, title(s), or office(s), or any removal of the NEO from or any failure to re-elect the NEO to any such position(s), except in connection with the NEO’s termination of employment for cause, disability, retirement, or as a result of the NEO’s death; (ii) a reduction in the NEO’s base salary; (iii) the taking of any action by Peoples or its successor which would adversely affect the NEO’s participation in or materially reduce the NEO’s benefits under any benefit plans; (iv) any failure of Peoples to obtain the assumption of the agreement by any successor; or (v) geographic relocation of the NEO to an office location more than 50 miles from the NEO’s then current location without the NEO’s consent or without reimbursement of reasonable moving expenses incurred by the NEO relating to a change of the NEO’s principal residence in connection with relocation.

Peoples changed the method of determining severance compensation for change in control agreements entered into beginning in 2016. For each of the NEOs, except Mr. Sulerzyski, the base annual compensation for purposes of his or her respective change in control agreement is the sum of (a) his or her annualized monthly base salary, payable by Peoples for the calendar year in which the date of the change in control occurs, plus (b) the average annualized awards payable to him or her under Peoples’ annual cash incentive program with respect to the most recent three calendar years ended before the date of the change in control, subject to certain adjustments in the event that Section 280G of the Internal Revenue Code is triggered. If an NEO has worked for Peoples for less than three years, the average annualized awards payable to him or her under Peoples’ annual cash incentive program would be calculated in accordance with the provisions of the NEO’s change in control agreement.

medical, and dental insurance for 12 months (15 months in the case of Mr. Sulerzyski) in substantially the same form and expense to the NEO as that received on the date of termination; (iii) the NEO agreeing not to disclose to others any confidential information; and (iv) the NEO entering into a non-compete agreement for 12 months (15 months for Mr. Sulerzyski) immediately following the date of termination. The non-compete provision prohibits the NEO from directly or indirectly engaging in any business in which Peoples directly or indirectly engages during the term of the NEO’s change in control agreement, within the geographic market as delineated on the NEO’s termination date in the Community Reinvestment Act Statement of Peoples Bank.

The following table summarizes payments which would have been made and benefits that would have been provided to each of the NEOs with respect to previously unvested cash-based awards and unvested equity-based awards as well as under the terms of such NEO's change in control agreement if a termination event had occurred on December 31, 2023. Actual amounts to be paid out or provided can only be determined at the time of an NEO’s actual separation from service with Peoples. Please refer to the discussion under the headings “Payments Made Upon Termination of Employment,” “Payments Made Upon Retirement” and “Payments Made Upon Death or Disability” for the other payments that would have been made and benefits that would have been provided to the NEOs identified in the following table if such a termination event had occurred on December 31, 2023.


Compensation & Benefits Payable Upon Termination	Voluntary Termination		Disability (2)	Retirement	Involuntary Not for Cause Termination or For Cause Termination	CIC Involuntary or Good Reason Termination	Death (3)
Charles W. Sulerzyski
2.5 times Base Annual Compensation	—		—	—	—	$3,027,860	—
Welfare Plan Benefits (4)	—		—	—	—	$21,022	—
Value of Unvested Restricted Common Shares	$1,375,011	(1)	$1,375,011	$1,375,011	—	$1,375,011	$746,472
Reduction in Payment (5)	—		—	—	—	($790,462)	—
Total	$1,375,011		$1,375,011	$1,375,011	—	$3,633,431	$746,472
Kathryn M. Bailey
2.0 times Base Annual Compensation	—		—	—	—	$1,039,667	—
Welfare Plan Benefits (4)	—		—	—	—	$864	—
Value of Unvested Restricted Common Shares	—		$589,281	—	—	$589,281	$461,581
Reduction in Payment (5)	—		—	—	—	($635,026)	—
Total	—		$589,281	—	—	$994,786	$461,581
Tyler J. Wilcox
2.0 times Base Annual Compensation	—		—	—	—	$1,213,000	—
Welfare Plan Benefits (4)	—		—	—	—	$22,819	—
Value of Unvested Restricted Common Shares	—		$918,677	—	—	$918,677	$794,547
Reduction in Payment (5)	—		—	—	—	($1,140,814)	—
Total	—		$918,677	—	—	$1,013,682	$794,547
Hugh J. Donlon
2.0 times Base Annual Compensation	—		—	—	—	$1,000,000	—
Welfare Plan Benefits (4)	—		—	—	—	$22,819	—
Value of Unvested Restricted Common Shares	—		$267,919	—	—	267,919	$267,919
Total	—		$267,919	—	—	$1,290,738	$267,919
Douglas V. Wyatt
2.0 times Base Annual Compensation	—		—	—	—	$879,667	—
Welfare Plan Benefits (4)	—		—	—	—	$19,818	—
Value of Unvested Restricted Common Shares	275,718		$275,718	275,718	—	$275,718	$153,179
Total	275,718		$275,718	275,718	—	$1,175,203	$153,179

(3)For unvested restricted common shares granted on or after February 2, 2018, a portion of the unvested restricted common shares subject to performance goals, determined by multiplying the number of common shares underlying such restricted common shares by a fraction, the numerator of which is the number of the whole months elapsed during the performance period prior to the NEO’s death, and the denominator of which is the number of months in the performance period, will immediately vest upon the NEOs death. Any unvested time-based restricted common shares will immediately vest upon the NEOs death.

(5)In the event any payments to the NEOs would exceed the amount that could be received without the imposition of an excise tax under Section 4999 of the Internal Revenue Code, the payments would be reduced to the extent necessary to ensure that such payments would be limited to the greater of (i) the dollar amount which could be paid to the NEO without triggering an excise tax under Section 4999 of the Internal Revenue Code, or (ii) the greatest after-tax amount payable to the NEO after taking into account any excise tax imposed under Section 4999 of the Internal Revenue Code on the total payments.

Each of Tara M. Abraham, S. Craig Beam, Brooke W. James, Susan D. Rector, Frances A. Skinner, and Michael N. Vittorio served as a member of the Compensation Committee of the Board throughout the 2023 fiscal year, and each continues to so serve. Carol Schneeberger became a member of the Compensation Committee on July 24, 2023, and Glenn Hogan and Dwight Smith became members of the Compensation Committee on October 26, 2023. All three continue to so serve. None of these individuals has been an officer or an employee of Peoples or any of our subsidiaries, with the exception of Ms. Schneeberger, who retired from Peoples on March 31, 2020. Each of the current members of the Compensation Committee qualified as an independent director under the applicable NASDAQ Rules while each individual served on the Compensation Committee during the 2023 fiscal year, and each of the current members of the Compensation Committee continues to so qualify. During the 2023 fiscal year, Peoples Bank entered into banking transactions (including deposit, trust or other banking services and/or loans and loan commitments) with certain members of the Compensation Committee, with members of their respective immediate families and with corporations and organizations as to which Compensation Committee members serve as executive officers or beneficially own more than 10% of the equity securities. These transactions were in the ordinary course of their respective businesses and in compliance with the applicable federal and state laws and regulations. It is expected that similar banking transactions will be entered into in the future. Any loans to these persons (i) were made in the ordinary course of business, (ii) were made on substantially the same terms, including interest rates charged and collateral required, as those prevailing at the time for comparable loans with persons not related to Peoples or Peoples Bank, and (iii) did not involve more than the normal risk of collectability or present other unfavorable features to Peoples or Peoples Bank. In addition, as of the date of this Proxy Statement, none of the loans described in this paragraph have been or would be disclosed as past due, nonaccrual or troubled debt restructurings in Peoples’ consolidated financial statements. During the 2023 fiscal year, no executive officer of Peoples served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity that had one or more executive officers serving on the Board of Peoples or on the Compensation Committee.

In addition, the Audit Committee has discussed and reviewed with Ernst & Young LLP (“EY”), Peoples’ independent registered public accounting firm, all communications and other matters required to be discussed by auditing standards generally accepted in the United States, including those described in Public Company Accounting Oversight Board (United States) (the “PCAOB”) Auditing Standard No. 1301 (Communications with Audit Committee) and other applicable PCAOB requirements and by SEC rules, as well as significant current accounting developments and issues. The Audit Committee has also reviewed and discussed the audited consolidated financial statements as of and for the fiscal year ended December 31, 2023 with EY.

The Audit Committee has adopted, and the full Board has ratified, an Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”), which sets forth the procedures and conditions pursuant to which services proposed to be performed by the independent registered public accounting firm may be pre-approved. Proposed services may either be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”), or be subject to the requirement that the specific pre-approval of the Audit Committee be obtained (“specific pre-approval”). Appendices to the Pre-Approval Policy describe the Audit, Audit-Related, Tax and All Other services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee states otherwise. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval from the Audit Committee. The Audit Committee will add to or remove from the list of general pre-approved services from time to time, based on subsequent reviews and determinations.

All requests or applications for services to be provided by the independent registered public accounting firm are to be submitted to the Chief Financial Officer of Peoples, and must include a detailed description of the services to be rendered. The Chief Financial Officer and the independent registered public accounting firm must determine jointly whether, in their view, the request or application is consistent with the SEC’s and the PCAOB’s rules on auditor independence and is an appropriate service. If so, the Chief Financial Officer will request specific pre-approval from the Audit Committee (or its designee) as appropriate. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.

The Audit Committee has designated the Director of Internal Audit of Peoples to monitor the performance of all services provided by the independent registered public accounting firm and to determine whether such services are in compliance with the Pre-Approval Policy. The Director of Internal Audit reports to the Audit Committee on a periodic basis as to the results of such monitoring. Both the Director of Internal Audit and the management of Peoples are to immediately report to the Chair of the Audit Committee any breach of the Pre-Approval Policy that comes to the attention of the Director of Internal Audit or any member of Peoples’ management.

The Audit Committee has appointed EY to serve as Peoples’ independent registered public accounting firm for the fiscal year ending December 31, 2024, and recommends that Peoples’ shareholders vote for the ratification of that appointment. EY audited Peoples’ consolidated financial statements as of and for the fiscal year ended December 31, 2023, and the effectiveness of Peoples’ internal control over financial reporting as of December 31, 2023. Representatives of EY are expected to be present at the virtual Annual Meeting and will be given the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The appointment of Peoples’ independent registered public accounting firm is made annually by the Audit Committee. Peoples has determined to submit the appointment of the independent registered public accounting firm to the shareholders for ratification because of such firm’s role in reviewing the quality and integrity of Peoples’ consolidated financial statements and internal control over financial reporting. Before appointing EY, the Audit Committee carefully considered that firm’s qualifications as Peoples’ independent registered public accounting firm and the audit scope. The Audit Committee evaluates EY's qualifications, performance and independence in accordance with regulatory requirements and guidelines. As part of this evaluation, the Audit Committee considered various factors, including

The affirmative vote of a majority of the common shares represented at the Annual Meeting, in person or by proxy, and entitled to vote on the proposal, is required to ratify the appointment of EY as Peoples’ independent registered public accounting firm for the fiscal year ending December 31, 2024. The effect of an abstention is the same as a vote “AGAINST.” Even if the appointment of EY is ratified by the shareholders, the Audit Committee, in its discretion, could decide to terminate the engagement of EY and to engage another firm if the Audit Committee determines such action is necessary or desirable. If the appointment of EY is not ratified, the Audit Committee will reconsider (but may decide to maintain) the appointment.

The SEC has implemented rules regarding the delivery of proxy materials to households. This method of delivery, often referred to as “householding,” would permit Peoples to send: (a) a single annual report to shareholders and/or a single Proxy Statement or (b) a single notice of internet availability of proxy materials, as applicable, to any household at which two or more different registered shareholders reside if Peoples reasonably believes such shareholders are members of the same family or otherwise share the same address or that one shareholder has multiple accounts. In each case, the registered shareholder(s) would be required to consent to the householding process in accordance with applicable SEC rules, and would be able at any time to request that Peoples promptly deliver to such shareholder(s) a separate copy of the proxy materials subject to householding. The householding procedure is intended to reduce the volume of duplicate information shareholders receive and would reduce Peoples’ expenses. Peoples does not currently practice householding, but may institute householding in the future and will notify registered shareholders affected by householding at that time.

Many brokers, financial institutions and other holders of record have instituted householding. If your family has one or more “street name” accounts under which you beneficially own common shares of Peoples, you may have received householding information from your broker, financial institution or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this Proxy Statement or Peoples’ 2023 Annual Report or the notice of internet availability of proxy materials provided by the holder of record or wish to revoke your decision to household and thereby receive multiple copies of Peoples’ proxy materials (including annual reports to shareholders) or notice of internet availability of proxy materials, as applicable. You should also contact the holder of record if you wish to institute householding.


o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12


þ						No fee required
o						Fee paid previously with preliminary materials
o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class (1)
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	2,835,787	(2)	7.99%
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746	2,412,411	(3)	6.80%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	1,886,085	(4)	5.31%
Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, NJ 07078	1,811,330	(5)	5.10%


	2022	2023	2023
Metric	Result	Target	Result
Pre-Tax/Pre-Provision Return on Average Assets	1.77%	2.19%	2.01%
Efficiency Ratio	59.59%	55.96%	58.68%
Pre-Tax/Pre-Provision Diluted Earnings Per Common Share	$4.48	$5.37	$5.06
Net Charge-Offs as a Percent of Average Total Loans	0.16%	0.20%	0.15%


	2023			2023 Adjusted
Metric	Threshold	Target	Maximum	Result
Pre-Tax/Pre-Provision Return on Average Assets	1.75%	2.19%	2.63%	2.21%
Efficiency Ratio	57.64%	55.96%	54.28%	54.78%
Pre-Tax/Pre-Provision Diluted Earnings Per Common Share	$4.30	$5.37	$6.44	$5.58
Net Charge-Offs as a Percent of Average Total Loans	0.32%	0.20%	0.15%	0.15%


						138 Putnam Street P.O. Box 738 Marietta, OH 45750-0738

						Telephone: (740) 374-6136
						www.peoplesbancorp.com


By Order of the Board of Directors,

M. Ryan Kirkham Corporate Secretary March 15, 2024


General Information		1
Mailing		1
Shareholder Proposals for 202 5 Annual Meeting		1
Voting Information		2
Who can vote at the Annual Meeting?		2
How do I attend and participate in the Annual Meeting?		2
What is a Notice of Internet Availability?		2
What is the difference between holding common shares as a registered shareholder and as a beneficial owner?		3
How do I vote my common shares?		3
If I am a shareholder holding common shares in “street name,” how do I vote?		4
How do I vote if my common shares are held through the Peoples Bancorp Inc. Retirement Savings Plan?		4
How will my common shares be voted?		4
How do I revoke or change my vote after submitting my proxy?		5
If I vote in advance, can I still participate in the Annual Meeting?		5
What constitutes a quorum and what is the vote required with respect to the proposals to be considered at the Annual Meeting?		5
Who pays the costs of proxy solicitation?		7
Security Ownership of Certain Beneficial Owners and Management		7
Delinquent Section 16(a) Reports (Section 16(a) Beneficial Ownership Reporting Compliance)		11
Transactions with Related Persons		11
Corporate Governance and Board Matters		12
Independence of Directors		12
Executive Sessions		13
Meetings of the Board and Attendance at Annual Meetings of Shareholders		13
Environmental, Social and Governance Matters		13
	Associates	15
	Communities	16
	Clients	17
	Shareholders	17
Majority Vote Standard		18
Shareholder Communications with the Board		19
Nominating Procedures		19
Proposal Number 1: Election of Directors		20
Recommendation and Vote Required		21
Nominees		21
Board Highlights		27
Board Skills		27
Board Diversity		28
The Board and Committees of the Board		29
Committees of the Board		29
	Audit Committee	29
	Compensation Committee	31
	Executive Committee	33
	Governance and Nominating Committee	33
	Risk Committee	34
Director Compensation		36
Compensation Paid to Board Members		36
	202 3 Fiscal Year	36
	202 4 Fiscal Year	37
Other Information Regarding Equity-Based Compensation		37
Deferred Compensation Plan for Directors		37
All Other Compensation		37
Stock Ownership Guidelines		38


Director Compensation for 2023		38
Executive Officers		39
Proposal Number 2: Vote on Advisory Resolution to Approve Named Executive Officers’ Compensation		41
Recommendation and Vote Required		42
Proposal Number 3 : Advisory Vote on the Frequency of Future Shareholder Advisory Votes on Executive Co mpensation		43
Recommendation and Vote Required		43
Executive Compensation: Compensation Discussion and Analysis		44
Executive Summary of 202 3 Fiscal Year Performance and Compensation		44
	2023 Business Highlights	44
	Goals for 2023 Incentive Awards	45
	2023 Actual Results vs. Performance Goals	45
	2023 Compensation Actions	46
	Notable Pay Practices	47
	Total Shareholder Return	48
	Pay for Performance	48
	Pay for Performance – Realizable Pay Analysis	49
	Pay for Performance – Our Key Compensation Decisions	50
	Advisory Vote of Shareholders	52
Compensation Philosophy and Objectives		52
Role of Executive Officers in Compensation Decisions		53
Setting Executive Compensation		54
202 3 Executive Compensation Components		56
	Base Salary	56
	Cash and Equity-Based Incentive Program	57
	Retirement and Other Benefits	61
	Perquisites and Other Personal Benefits	64
	Change in Control Agreements	65
Tax and Accounting Implications		66
	Deductibility of Executive Compensation	66
	Non-Qualified Deferred Compensation	66
	Accounting for Equity-Based Compensation	66
Other Information		66
	Stock Holding Requirement	66
	Clawback Policy	66
	CEO Pay Ratio	67
Summary		67
Compensation Committee Report		67
Discussion of Risk Review and Assessment		67
Summary Compensation Table for 2023		69
Grants of Plan-Based Awards for 2023		71
Outstanding Equity Awards at Fiscal Year-End 2023		72
Option Exercises and Stock Vested for 2023		73
Pension Benefits for 2023		74
Non-Qualified Deferred Compensation for 2023		74
Pay Versus Performance		76
	Financial Performance Measures	77
	Analysis of Information Presented in the Pay versus Performance Table	78
	Compensation Actually Paid and Cumulative TSR	78
	Compensation Actually Paid and Net Income	78
	Compensation Actually Paid and Pre-Tax/Pre-Provision Diluted Earnings Per Common Share	79
	Cumulative TSR of Peoples and Cumulative TSR of the Peer Group	80
Other Potential Post-Employment Payments		80
Payments Made Upon Termination of Employment		80
	Payments Made Upon Retirement	81
	Payments Made Upon Death or Disability	81
	Payments Made Upon a Change in Control	81
Compensation Committee Interlocks and Insider Participation		84
Audit Committee Report for the Fiscal Year Ended December 31, 2023		84


Independent Registered Public Accounting Firm						85
Fees						85
Pre-Approval Policy						86
Proposal Number 4 : Ratification of Appointment of Independent Registered Public Accounting Firm						86
Recommendation and Vote						87
Householding of Annual Meeting Materials						87
Other Matters						87


			THE BOARD UNANIMOUSLY RECOMMENDS THAT PEOPLES' SHAREHOLDERS VOTE “FOR” THE ELECTION OF ALL NOMINEES LISTED BELOW.


			THE COMPENSATION COMMITTEE AND THE FULL BOARD UNANIMOUSLY RECOMMEND THAT PEOPLES’ SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF PEOPLES’ NAMED EXECUTIVE OFFICERS.


			THE BOARD RECOMMENDS HOLDING A VOTE ON AN ADVISORY RESOLUTION FOR THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS “EVERY ONE YEAR”


Name	2022 Cash Incentive as % of 2022 Base Salary (1)	2023 Cash Incentive as % of 2023 Base Salary (2)	2022 Equity- Based Incentive as % of 2022 Base Salary (3)	2023 Equity- Based Incentive as % of 2023 Base Salary (4)
Charles W. Sulerzyski	85.4%	83.5%	82.0%	79.0%
Kathryn M. Bailey	40.6%	45.4%	35.4%	35.4%
Tyler J. Wilcox	39.5%	39.0%	36.7%	35.6%
Hugh J. Donlon (5)	—	—	—	—
Douglas V. Wyatt	41.1%	42.4%	35.5%	38.4%


	Weighting for Mr. Wyatt		Weighting for Other NEOs	Threshold	Target	Maximum	2023 Results

Pre-Tax/Pre-Provision Return on Average Assets	10.0%	7.0%	14.0%	1.75%	2.19%	2.63%	2.21%
Efficiency Ratio	10.0%	7.0%	14.0%	57.64%	55.96%	54.28%	54.78%
Pre-Tax/Pre-Provision Diluted Earnings Per Common Share	20.0%	14.0%	28.0%	$4.30	$5.37	$6.44	$5.58
Net Charge-Offs as a Percent of Average Total Loans	10.0%	7.0%	14.0%	0.30%	0.20%	0.15%	0.15%
Line of Business Goals	25.0%	35.0%	—	—	—	—	Various
Discretionary (Individual Performance)	25.0%	30.0%	30.0%	—	—	—	Varies by NEO


	Threshold Payout Potential	Target Payout Potential	Maximum Payout Potential

Chief Executive Officer	16.3%	65.0%	97.5%
Other Executive Officers	9.4%	37.5%	56.3%


Pre-Tax/Pre-Provision Return on Average Assets	14.0	%
Efficiency Ratio	14.0	%
Pre-Tax/Pre-Provision Diluted Earnings Per Common Share	28.0	%
Net Charge-Offs as a Percentage of Average Total Loans	14.0	%
Discretionary Individual Performance	30.0	%


Pre-Tax/Pre-Provision Return on Average Assets	10.0	%
Efficiency Ratio	10.0	%
Pre-Tax/Pre-Provision Diluted Earnings Per Common Share	20.0	%
Net Charge-Offs as a Percentage of Average Total Loans	10.0	%
Commercial Banking Line of Business Results	25.0	%
Discretionary Individual Performance	25.0	%


•Annual total compensation of Mr. Sulerzyski						$2,062,774
•Median employee’s annual total compensation						$54,902
•Ratio of annual total compensation of Mr. Sulerzyski to the median employee’s annual total compensation						37.57 to 1.0


(a)	(b)	(c)
	Stock Awards
Name	Number of Common Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Charles W. Sulerzyski	7,256	$219,639
Kathryn M. Bailey	11,215	$288,778
Tyler J. Wilcox	6,215	$162,778
Hugh J. Donlon	—	—
Douglas V. Wyatt	1,519	$45,980


(a)	(b)	(c)	(d)	(e)
Name	Plan Name	Number of Years of Credited Service (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
Charles W. Sulerzyski (1)	Retirement Plan	—	—	—
Kathryn M. Bailey (1)	Retirement Plan	—	—	—
Tyler J. Wilcox (2)	Retirement Plan	2.00	—	4,138.00
Hugh J. Donlon (1)	Retirement Plan	—	—	—
Douglas V. Wyatt (1)	Retirement Plan	—	—	—


(a)	(b)	(c)	(d)	(e)	(f)	(g)
Name	Name of Plan	Executive Contributions in Last Fiscal Year ($) (1)	Registrant Contributions in Last Fiscal Year ($) (2)	Aggregate Earnings in Last Fiscal Year ($) (3)	Aggregate Withdrawals/ Distributions ($) (4)	Aggregate Balance at Last Fiscal Year-End ($) (5)
Charles W. Sulerzyski	NQDC Plan	$53,300	$60,063	$83,524	—	$870,189
Kathryn M. Bailey	NQDC Plan	$10,540	$11,496	$4,403	—	$40,864
Tyler J. Wilcox	NQDC Plan	$31,500	$13,810	$17,553	—	$114,298
Hugh J. Donlon (6)	NQDC Plan	—	—	—	—	—
Douglas V. Wyatt	NQDC Plan	6,510	7,341	5,283	—	43,119


Pay Versus Performance Table for 2023
Fiscal Year	Summary Compensation Table Total for CEO (1)	Compensation Actually Paid to CEO (2)	Average Summary Compensation Table Total for Other NEOs (3)	Average Compensation Actually Paid to Other NEOs (4)	Value of Initial Fixed $100 Investment Based On		Net Income (7)	Pre-Tax Pre-Provision Diluted Earnings per Share (8)
					Total Shareholder Return (5)	Peer Group Total Shareholder Return (6)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	$2,062,774	$2,321,704	$891,093	$1,001,112	$126.29	$96.15	$113,393,000	$5.06
2022	$1,877,419	$1,815,682	$551,003	$529,297	$94.87	$110.57	$101,292,000	$4.48
2021	$1,461,456	$1,623,660	$452,307	$510,614	$101.62	$114.42	$47,555,000	$2.63
2020	$1,227,156	$1,057,809	$474,069	$472,925	$82.73	$84.43	$34,767,000	$3.49


Year	Reported Summary Compensation Table Total for CEO	Reported Value of Equity Awards (a)	Equity Award Adjustments (b)	Reported Change in the Actuarial Present Value of Pension Benefits (c)	Pension Benefit Adjustments	Compensation Actually Paid to CEO
2023	$2,062,774	$(573,973)	$832,903	—	—	$2,321,704
2022	$1,877,419	$(469,493)	$407,756	—	—	$1,815,682
2021	$1,461,456	$(226,971)	$389,175	—	—	$1,623,660
2020	$1,227,156	$(238,795)	$69,448	—	—	$1,057,809


Year	Average Reported Summary Compensation Table Total for Other NEOs	Average Reported Value of Equity Awards	Average Equity Award Adjustments	Average Reported Change in the Actuarial Present Value of Pension Benefits	Average Pension Benefit Adjustments	Average Compensation Actually Paid to Other NEOs
2023	$891,093	$(321,233)	$431,252	—	—	$1,001,112
2022	$551,003	$(92,104)	$70,408	$(10)	—	$529,297
2021	$452,307	$(37,477)	$95,792	$(8)	—	$510,614
2020	$474,069	$(120,988)	$119,864	$(20)	—	$472,925


	2023	2022
Audit Fees (1)	$1,720,235	$1,511,815
Audit-Related Fees (2)	$50,000	$50,000
Tax Fees (3)	$238,867	$201,565
All Other Fees (4)	$168,446	$147,313
Total	$2,177,548	$1,910,693


			THE AUDIT COMMITTEE AND THE FULL BOARD UNANIMOUSLY RECOMMEND THAT PEOPLES’ SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF EY.


By Order of the Board,

Charles W. Sulerzyski
President and Chief Executive Officer

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEFR14A
Amendment Flag	true
Amendment Description	The sole purpose of this Amendment No. 1 to the registrant's Definitive 14A Proxy Statement filed with the SEC on March 12, 2024 is to correct certain inline XBRL tagging. No other changes, revisions or updates were made to the original Definitive 14A Proxy Statement filing.
Entity Information [Line Items]
Entity Registrant Name	Peoples Bancorp Inc.
Entity Central Index Key	0000318300