PEOPLES BANCORP INC, DEF 14A filed on 3/6/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Peoples Bancorp Inc.
Entity Central Index Key 0000318300
v3.25.4
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance Table for 2025
Fiscal YearSummary Comp. Table Total for Charles Sulerzyski (1)Summary Comp. Table Total for Tyler Wilcox (1)Comp. Actually Paid to Charles Sulerzyski (2)Comp. Actually Paid to Tyler Wilcox (2)Average Summary Comp. Table Total for Other NEOs (3)Average Comp. Actually Paid to Other NEOs (4)Value of Initial Fixed $100 Investment Based OnNet Income (7) in thousandsPre-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)(j)(k)
2025$1,500,327$1,489,371$755,148$752,017$100.12$102.16$106,778$5.13
2024$1,739,268$1,194,056$1,791,343$1,203,872$694,222$701,637$99.02$116.93$117,205$5.03
2023$2,062,774$2,318,946$892,747$1,002,766$126.29$96.15$113,393$5.06
2022$1,877,419$1,815,682$551,003$529,297$94.87$110.57$101,292$4.48
2021$1,461,456$1,623,660$452,307$510,614$101.62$114.42$47,555$2.63
       
Company Selected Measure Name Pre-Tax/Pre-Provision Diluted Earnings Per Common Share (“PTPP EPS”)        
Named Executive Officers, Footnote The dollar amounts reported in columns (b) and (c) are the Summary Compensation Table Totals for Mr. Sulerzyski and Mr. Wilcox for the years in which they served as CEO. For the years reported in the table, Mr. Sulerzyski was our CEO from January 1, 2021, to March 31, 2024, and Mr. Wilcox was our CEO from April 1, 2024, to December 31, 2025.        
Peer Group Issuers, Footnote 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 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 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 25, 2024. The peer group used for 2024 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 24, 2025. The peer group used for 2025 is the Peer Group as defined in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 41 of this Proxy Statement.        
Adjustment To PEO Compensation, Footnote The dollar amounts reported in column (d) and (e) represent the amount of “compensation actually paid," as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to CEO total compensation for each year to determine the compensation actually paid:
YearReported
Summary Comp. Table Total for Charles Sulerzyski
Reported
Summary Comp. Table Total for Tyler Wilcox
Reported
Value of Equity Awards (a)
Equity
Award Adjustments (b)
Comp. Actually Paid to Charles SulerzyskiComp. Actually Paid to Tyler Wilcox
2025$1,500,327$(259,195)$248,239$1,489,371
2024$1,739,268$1,194,056$(740,969)$802,860$1,791,343$1,203,872
2023$2,062,774$(573,973)$830,145$2,318,946
2022$1,877,419$(469,493)$407,756$1,815,682
2021$1,461,456$(226,971)$389,175$1,623,660
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table of the Proxy Statement for each respective year. The amount shown in this column for 2024 consists of $580,987 for Mr. Sulerzyski and $159,982 for Mr. Wilcox. The amounts shown for 2021 through 2023 are solely for Mr. Sulerzyski, and the amount shown for 2025 is solely for Mr. Wilcox.
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the applicable year, the amount equal to the change as of the vesting
date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amount shown in this column for 2024 consists of $633,062 for Mr. Sulerzyski and $169,798 for Mr. Wilcox. The amounts shown for 2021 through 2023 are solely for Mr. Sulerzyski, and the amount shown for 2025 is solely for Mr. Wilcox.
       
Non-PEO NEO Average Total Compensation Amount $ 755,148 $ 694,222 $ 892,747 $ 551,003 $ 452,307
Non-PEO NEO Average Compensation Actually Paid Amount $ 752,017 701,637 1,002,766 529,297 510,614
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (f) represent the average Summary Compensation Table Total amounts for Peoples NEOs as a group (excluding our CEO) for the respective years. The names of each of the NEOs included for purposes of calculating the average amounts in all years presented are as follows:
For 2025 and 2024: Kathryn M. Bailey, Hugh J. Donlon, M. Ryan Kirkham, and Douglas V. Wyatt
For 2023: Kathryn M. Bailey, Hugh J. Donlon, Tyler J. Wilcox, and Douglas V. Wyatt
For 2022 and 2021: Kathryn M. Bailey, Jason M. Eakle, Tyler J. Wilcox, and Douglas V. Wyatt
(4)The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):
YearAverage
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
2025$755,148$(112,475)$109,344$752,017
2024$694,222$(92,241)$99,656$701,637
2023$892,747$(321,233)$431,252$1,002,766
2022$551,003$(92,104)$70,408$(10)$529,297
2021$452,307$(37,477)$95,792$(8)$510,614
       
Compensation Actually Paid vs. Total Shareholder Return
As demonstrated by the following graph, the compensation actually paid to our CEO and the average compensation actually paid to the NEOs as a group (excluding our CEO) was directionally aligned with Peoples' cumulative TSR between 2022 and 2023, between 2023 and 2024, and between 2024 and 2025, but was not directionally aligned between 2021 and 2022. The alignment in the years presented was due in part to the fact that a meaningful portion of compensation actually paid to our CEO and to the other NEOs was comprised of equity awards. Peoples’ cumulative TSR in those years had the effect of either increasing or decreasing the relative value of the equity award component of compensation actually paid for each of those years. The lack of alignment between 2021 and 2022 was due to the fact that Peoples’ cumulative TSR in 2022 did not reflect the strong improvement in the financial performance measures in 2022 that drove executive compensation that year, a trend similarly impacting the stock prices of the Peer Group and other financial institutions. Although the value of the equity awards component of compensation actually paid for 2022 declined as a result of the lower cumulative TSR, the reduction was more than offset by the increased amount of compensation driven by the improved financial performance measures listed above.
Compensation Actually Paid and Cumulative TSR.jpg
       
Compensation Actually Paid vs. Net Income
As demonstrated by the following graph, the amount of compensation actually paid to our CEO and the average amount of compensation actually paid to the NEOs as a group (excluding our CEO) was directionally aligned with Peoples’ net income for three of the five years presented. There was not alignment in 2024 and 2025, which was due in part to the CEO transition that occurred in 2024. While Peoples does not use net income as a specific performance measure in its executive compensation program, the measure of net income is correlated with the measures of PTPP EPS, PTPP ROAA and the efficiency ratio, which Peoples does use in setting performance goals for executive compensation.
Compensation Actually Paid and Net Income.jpg
       
Compensation Actually Paid vs. Company Selected Measure
As demonstrated by the following graph, the amount of compensation actually paid to our CEO and the average amount of compensation actually paid to the other NEOs (excluding our CEO) was directionally aligned with Peoples’ PTPP EPS in 2022, 2023, and 2025. There was not alignment in 2024, which was due in part to the CEO transition that year.
Compensation Actually Paid and Pre-Tax Pre-Provision.jpg
       
Total Shareholder Return Vs Peer Group
As demonstrated by the following graph, Peoples cumulative TSR in each of 2021, 2022, 2024, and 2025 fell short of that of the peer group used for benchmarking executive compensation, and Peoples' cumulative TSR in 2023 greatly exceeded that of the peer group.
Company TSR vs Peer Group TSR.jpg
       
Total Shareholder Return Amount $ 100.12 99.02 126.29 94.87 101.62
Peer Group Total Shareholder Return Amount 102.16 116.93 96.15 110.57 114.42
Net Income (Loss) $ 106,778,000 $ 117,205,000 $ 113,393,000 $ 101,292,000 $ 47,555,000
Company Selected Measure Amount | $ / shares 5.13 5.03 5.06 4.48 2.63
Additional 402(v) Disclosure Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (determined in accordance with Item 402(v) of SEC Regulation S-K), assuming dividend reinvestment, and the difference between Peoples common share price at the end and the beginning of the measurement period by Peoples common share price at the beginning of the measurement period.The dollar amounts reported represent the amount of net income reported in Peoples audited financial statements for the applicable year.As defined in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 41 of this Proxy Statement.In accordance with Item 402(v) of Regulation S-K, Peoples is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table.        
Measure:: 1          
Pay vs Performance Disclosure          
Name Pre-Tax/Pre-Provision Return on Average Assets (“PTPP ROAA”)        
Measure:: 2          
Pay vs Performance Disclosure          
Name Efficiency Ratio        
Measure:: 3          
Pay vs Performance Disclosure          
Name Pre-Tax/Pre-Provision Diluted Earnings Per Common Share (“PTPP EPS”)        
Measure:: 4          
Pay vs Performance Disclosure          
Name Net Charge-Offs as a Percentage of Average Total Loans        
Tyler Wilcox [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 1,500,327 $ 1,194,056      
PEO Actually Paid Compensation Amount $ 1,489,371 1,203,872      
PEO Name Mr. Wilcox        
Charles Sulerzyski [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   1,739,268 $ 2,062,774 $ 1,877,419 $ 1,461,456
PEO Actually Paid Compensation Amount   1,791,343 2,318,946 1,815,682 1,623,660
PEO Name Mr. Sulerzyski        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (259,195) (740,969) (573,973) (469,493) (226,971)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 248,239 802,860 830,145 407,756 389,175
PEO | Tyler Wilcox [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (159,982)      
PEO | Tyler Wilcox [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   169,798      
PEO | Charles Sulerzyski [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (580,987)      
PEO | Charles Sulerzyski [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   633,062      
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 (10) (8)
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (112,475) (92,241) (321,233) (92,104) (37,477)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 109,344 $ 99,656 $ 431,252 $ 70,408 $ 95,792
v3.25.4
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity-based awards 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. Other employee awards may be made by either the Compensation Committee or the CEO pursuant to delegated authority. The annual equity-based awards to the NEOs 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.
Award Timing Method The annual equity-based awards to the NEOs 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.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true