DEF 14A of Peoples Bancorp Inc, Mar 12, 2024

DEF 14A of Peoples Bancorp Inc

Filed Mar 12, 2024 · FY20230000318300-24-000146

Open on EDGAR

  1. To Be Held April 25, 2024

    | 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 Compensation | | 43 | | Recommendation and Vote Required | | 43 | | Executive Compensation: Compensation Discussion and Analysis | | 44 | | Executive Summary of 2023 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 | | 2023 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 |

  2. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    PROPOSAL NUMBER 1: ELECTION OF DIRECTORS As of the date of this Proxy Statement, there were 13 members of the Board. 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.

  3. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    | | 20 | | 2024 Proxy Statement | |

  4. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    On February 9, 2024, Tara M. Abraham and James S. Huggins notified Peoples of their decisions to retire from the Board effective at the end of their current terms. Accordingly, Ms. Abraham and Mr. Huggins are not standing for re-election at the Annual Meeting. As previously announced, Mr. Sulerzyski will retire from the Board effective March 31, 2024, and Tyler J. Wilcox will immediately replace Mr. Sulerzyski on the Board. Mr. Wilcox will stand for re-election at the Annual Meeting. Upon the recommendation of the Governance and Nominating Committee, the Board has fixed the number of directors at 11, effective upon the expiration of the terms of Ms. Abraham and Mr. Huggins, immediately prior to the Annual Meeting. Mr. Wilcox and each of the current directors, except Ms. Abraham, Mr. Huggins and Mr. Sulerzyski, will be standing for re-election at the Annual Meeting for a one-year term expiring at the 2025 Annual Meeting.

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Peoples uses a combination of cash and equity-based compensation to attract and retain qualified directors to serve on the Board. Director compensation elements are designed to: •Ensure alignment with long-term shareholder interests; •Ensure Peoples can attract and retain outstanding director candidates; •Approximate the market median director compensation of members of the Peer Group used for executive compensation benchmarking purposes; •Recognize the substantial time commitments necessary to oversee the affairs of Peoples; and •Support the independence of thought and action expected of directors.

  6. All Other Compensation

    All Other Compensation 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. During 2016, the Board approved the purchase of split-dollar bank-owned life insurance (“BOLI”), and all of the directors serving at the time were offered the opportunity to participate in this benefit. Those directors who elected to participate each receive, at no cost to the director, a $50,000 life insurance death benefit while serving as a director of Peoples and a $25,000 life insurance death benefit after retiring from service as a director of Peoples. As the owner

  7. All Other Compensation

    | | 37 | | 2024 Proxy Statement | |

  8. All Other Compensation

    of the policies, Peoples can elect to terminate this coverage at any time. Directors who joined the Board after the 2016 approval of the purchase of BOLI do not participate in this benefit. During 2022, the Board approved the purchase of additional BOLI, but directors were not provided the opportunity to participate in the 2022 BOLI purchase.

  9. Director Compensation for 2023

    Director Compensation for 2023 Compensation paid to directors for service during the 2023 fiscal year as directors of Peoples and Peoples Bank is summarized below.

  10. Director Compensation for 2023

    | (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 |

  11. Director Compensation for 2023

    (1)Charles W. Sulerzyski, who serves as President and Chief Executive Officer of both Peoples and Peoples Bank, is not included in this table. Mr. Sulerzyski receives no compensation in his capacity as a director of Peoples and Peoples Bank. The compensation received by Mr. Sulerzyski as an executive officer of Peoples and of Peoples Bank is shown in the “SUMMARY COMPENSATION TABLE FOR 2023” beginning on page 69 of this Proxy Statement. (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;

  12. Director Compensation for 2023

    | | 38 | | 2024 Proxy Statement | |

  13. Director Compensation for 2023

    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. (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. (4)The amount reported represents 2023 earnings, which are not "above market" for the purposes of applicable SEC rules, on each participating director’s bookkeeping account under the Deferred Compensation Plan for Directors. (5)The amount reported represents the amount of Peoples’ 2023 annual premium payment for group term life insurance covering each of the directors. (6)George W. Broughton retired as a director or Peoples and Peoples Bank on April 27, 2023. (7)W. Glenn Hogan was elected as a director of Peoples and Peoples Bank on May 24, 2023. (8)Douglas V. Reynolds resigned as a director from Peoples and Peoples Bank on February 21, 2023. (9)Carol A. Schneeberger was elected as a director of Peoples and Peoples Bank on January 23, 2023. (10)Dwight E. Smith was elected as a director of Peoples and Peoples Bank on February 23, 2023.

  14. Goals for 2023 Incentive Awards

    Goals for 2023 Incentive Awards 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.

  15. Goals for 2023 Incentive Awards

    | | 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% |

  16. Goals for 2023 Incentive Awards

    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.

  17. 2023 Actual Results vs. Performance Goals

    2023 Actual Results vs. Performance Goals In determining whether the specific 2023 performance goals were met, the Compensation Committee exercised its discretion to exclude from actual results in determining the level of achievement with respect to the performance goals, $17.0 million of pre-tax acquisition-related expenses incurred in 2023 related to mergers and acquisitions. This practice is consistent with the approach the Compensation Committee has taken in prior years regarding mergers and acquisitions. The Compensation Committee believes that the adjusted results reflect our core financial performance and that the adjustments were appropriate given the Compensation Committee’s desire not to penalize management for making appropriate strategic decisions, including appropriate mergers and acquisitions like those completed in 2023. The following table provides a comparison of our 2023 adjusted results versus our 2023 performance goals:

  18. 2023 Actual Results vs. Performance Goals

    | | 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% |

  19. 2023 Actual Results vs. Performance Goals

    | | 45 | | 2024 Proxy Statement | |

  20. 2023 Actual Results vs. Performance Goals

    Highlights of 2023 adjusted results versus 2023 performance goals follow: •We achieved between target and maximum levels of performance for three of the four corporate performance metrics applicable to our incentive awards and achieved the maximum result for the remaining corporate performance metric. •Our adjusted pre-tax/pre-provision return on average assets was two basis points better than the target level. •Our adjusted efficiency ratio was 118 basis points better than the target level. •Our adjusted pre-tax/pre-provision diluted earnings per common share was $0.21 better than the target level. •Our net charge-offs as a percent of average total loans was at the maximum level. •Our NEOs achieved, to varying degrees, their respective individual performance objectives. Overall, we believe our performance supported incentive awards under our annual cash and equity-based incentive programs that were greater than target but less than maximum award opportunities. We believe our strong financial performance in 2023, especially as it relates to earnings growth, will continue in 2024 and will ultimately drive increased shareholder value over the long term.

  21. 2023 Compensation Actions

    2023 Compensation Actions Our compensation philosophy is designed to provide incentives and recognition for Peoples’ execution of a strategy that increases shareholder value over the long term. Accordingly, and by design, the executive compensation received by the NEOs for 2023 generally reflected the achievement of results between target and maximum levels of performance for the year. Mr. Sulerzyski’s total direct compensation for 2023 performance was $1,929,987, which was an increase of 3% compared to the total direct compensation he received for 2022 performance in the amount of $1,871,473. Annual cash incentive and equity-based awards comprised 61.9% of Mr. Sulerzyski’s total direct compensation for 2023, down slightly from 62.6% for 2022. Total direct compensation is comprised of base salary and any cash and equity-based incentive payments earned for a given year’s performance. A summary of our key 2023 compensation actions follows: •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. •Mr. Donlon's initial base salary was set at $500,000, effective on his hire date of September 5, 2023. Mr. Donlon's recruitment package also included a cash bonus of $250,000 payable in February 2024 in lieu of participating in Peoples 2023 incentive program, and a grant of 7,936 restricted common shares of Peoples with a grant date of October 2, 2023 (grant date value of $200,000), vesting entirely on the third anniversary of the award, provided he remains employed by Peoples at that time. The aim with the cash bonus and the

  22. 2023 Compensation Actions

    award of restricted common shares was to incentivize Mr. Donlon to join Peoples, and the cash bonus was also intended to make Mr. Donlon whole for the cash bonus he was expecting to receive had he remained with his prior employer. •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. •Cash incentive payments were awarded to the NEOs for 2023 results based on achieving between the target and maximum levels of performance for three of the four corporate performance metrics and the maximum level for the remaining corporate performance metric, and based on the NEOs achieving, to varying degrees, their respective individual performance objectives. The total cash incentive payout to Mr. Sulerzyski was 129% of target for 2023 compared to 131% of target for 2022. •Equity-based incentive payments were awarded to the NEOs from a pool created using 2023 results based on achieving the levels of performance described above.

  23. Notable Pay Practices

    Notable Pay Practices We believe our compensation programs and philosophy are appropriately designed to reward performance, protect the interests of our shareholders and provide appropriate incentives to executive management, while not encouraging excessive risk-taking. We believe in tying compensation to the results achieved. Below is an overview of our pay practices, which reflect these beliefs: •We target market median pay levels, and we consider peer and market data in setting pay. •We link pay to achieving financial performance objectives. •We require a minimum level of corporate performance before any incentive compensation is paid to the NEOs (sometimes referred to as a circuit breaker or knockout), and we cap incentive payouts at what we believe are appropriately demanding levels of performance. •We have a stock holding requirement with respect to equity-based compensation awarded to the NEOs, which requires that they hold at least 50% of their restricted common shares (net of common shares surrendered for tax withholding) after vesting for so long as they remain employed by Peoples. •We have an executive incentive compensation clawback policy to ensure that incentive compensation paid to our NEOs is based on accurate financial data. •A double trigger (i.e., both a change in control and a termination of employment) is required for payment under our change in control agreements with our NEOs. Beginning in 2016, the change in control agreements entered into with our NEOs 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. •We prohibit our NEOs from hedging or pledging their Peoples common shares, and we require that they obtain pre-clearance before trading in Peoples common shares. •We conduct an annual risk assessment of our compensation programs. •We hold an annual shareholder advisory “say-on-pay” vote.

  24. Pay for Performance

    Pay for Performance The Compensation Committee and management of Peoples believe that our executive compensation programs are appropriately designed to incentivize sound and fundamental growth and profitability of Peoples, which will lead to improved returns to our shareholders. In years where we achieve our strategic goals and where actual performance meets or exceeds performance goals, compensation in the form of incentive payouts increase. When we do not meet the expectations and goals we set as a company, incentive payouts are reduced or not made at all, reflecting the design of our incentive awards. The table below shows incentive compensation payouts for the NEOs based upon 2022 and 2023 results. Performance for 2022 and 2023 was consistent with the objectives of our strategic plan, and, therefore, incentive compensation was paid to the NEOs for 2022 and 2023 results. Incentive compensation paid for 2022 and 2023 generally reflected Peoples’ performance between target and maximum levels of performance in each of those years. 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.

  25. Pay for Performance

    | 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% |

  26. Pay for Performance – Realizable Pay Analysis

    | 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. | |

  27. Pay for Performance – Our Key Compensation Decisions

    Pay for Performance – Our Key Compensation Decisions Because we believe in tying compensation to performance, the Compensation Committee made the following decisions regarding the NEOs’ compensation as a result of the performance results for 2023, performance relative to our peers and to our goals, and the level of achievement of both annual and long-term goals described below. Additionally, the Compensation Committee considered Peoples’ objectives in attracting, rewarding and retaining talent within the organization and providing incentives to the NEOs to provide leadership in the execution of Peoples’ strategic plan. •CEO Compensation: As described above, based upon the Compensation Committee’s review of corporate and individual performance and market pay data for the Peer Group, Mr. Sulerzyski’s base salary was increased from $735,000 to $800,000, effective January 1, 2024. The increase was in recognition of Mr. Sulerzyski’s exemplary leadership of Peoples and its employees and the Compensation Committee’s desire for Mr. Sulerzyski’s base salary to approximate the median base salary of similarly-situated officers serving with members of the Peer Group. 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

  28. Pay for Performance – Our Key Compensation Decisions

    | | 2024 | 2023 | | | | 2022 | | | | | NEO | Base Salary ($) | Base Salary ($) | Cash Incentive Paid in 2024 for 2023 Performance ($) | Long-Term Incentive Paid in 2024 for 2023 Performance ($) | 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 ($) | | Charles W. Sulerzyski | $800,000 | $735,000 | $614,000 | $580,987 | $1,929,987 | $700,000 | $597,500 | $573,973 | $1,871,473 |

  29. Pay for Performance – Our Key Compensation Decisions

    •Other NEO Compensation: Compensation decisions for the other NEOs are summarized in the table below. Based on the Compensation Committee’s review of corporate and individual performance and market pay data for the Peer Group (and for other financial institutions of similar asset size, as described below in the cases of Mr. Wyatt, Mr. Wilcox and Mr. Donlon): ◦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. Ms. Bailey was also awarded a grant of 9,604 restricted common shares of Peoples with a grant date of June 1, 2023, and with a vesting date of June 1, 2028, provided she remains employed by Peoples at that time; ◦Mr. Wyatt's base salary was increased from $325,500 to $350,000, effective January 1, 2024; ◦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. Mr. Wilcox was also awarded a grant of 19,208 restricted common shares of Peoples with a grant date of June 1, 2023, and with a vesting date of June 1, 2028, provided he remains employed by Peoples at that time; and ◦Mr. Donlon's initial base salary was set at $500,000, effective on his hire date of September 5, 2023. Mr. Donlon's recruitment package also included a cash bonus of $250,000 payable in February 2024, and a grant of 7,936 restricted common shares of Peoples with a vesting date of October 2, 2026, if he remains employed by Peoples at that time. 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.

  30. Pay for Performance – Our Key Compensation Decisions

    | | 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 |

  31. Pay for Performance – Our Key Compensation Decisions

    (1)The amounts exclude the special equity awards of $250,000 and $500,000 granted to Ms. Bailey and Mr. Wilcox, respectively, on June 1, 2023, and the special equity award of $200,000 granted to Mr. Donlon on October 2, 2023.

  32. Setting Executive Compensation

    Setting Executive Compensation 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. During 2023, Pay Governance provided information regarding market trends and practices for incentive plan design and executive compensation. At the request of the Compensation Committee, Pay Governance: (1) provided simulations of the pay and performance tests used by proxy advisory firms to determine their support for Peoples' say-on-pay proposal; (2) reviewed the reasonableness of Peoples’ Peer Group used for pay benchmarking and recommended changes to the Peer Group for 2024 compensation; (3) advised in the development of the proposal for shareholder approval of the Peoples Bancorp Inc. Fourth Amended and Restated 2006 Equity Plan at the 2023 Annual Meeting of Shareholders; (4) analyzed the realizable pay of Peoples' President and CEO and Peoples' total shareholder return relative to the realizable pay of the CEOs and the total shareholder returns of members of Peoples' Peer Group used for pay benchmarking; (5) reviewed competitive market data to assess and benchmark the target pay opportunities of the NEOs and their consistency with Peoples’ pay philosophy; (6) reviewed and made recommendations with respect to Peoples' director compensation program; (7) provided advice related to CEO succession; (8) provided input to the Compensation Committee on the Proxy Statement; and (9) attended several of the Compensation Committee’s meetings during the year. 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. As used in this Proxy Statement, the term "Peer Group" refers to the list of comparative companies selected by the Compensation Committee at any given time to serve as a market benchmark for evaluating executive pay levels and comparing pay design. The Compensation Committee used the following Peer Group to determine compensation for 2023.

  33. Setting Executive Compensation

    | 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 |

  34. Setting Executive Compensation

    (1) Total assets reported as of December 31, 2023. 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.

  35. Setting Executive Compensation

    The institutions in the Peer Group had total assets roughly between one-half to two and one-half times the total asset size of Peoples at the time the Compensation Committee used the Peer Group data to determine compensation for 2023. Overall, Peoples’ asset size approximated that of the median of the Peer Group. 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.

  36. Base Salary

    Base Salary 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: •Mr. Sulerzyski's base salary was increased from $735,000 to $800,000, effective January 1, 2024. •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; •Mr. Wyatt's base salary was increased from $325,500 to $350,000, effective January 1, 2024; •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; and •Mr. Donlon's initial base salary was set at $500,000, effective on his hire date of September 5, 2023. This will also be Mr. Donlon's base salary for 2024. These base salaries approximate the median base salaries of similarly-situated officers serving with members of the Peer Group or other financial institutions of similar asset size.

  37. Cash and Equity-Based Incentive Program

    Cash and Equity-Based Incentive Program 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. 2023 Incentive Program Design 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. The Board set the corporate performance goals for 2023, and the Compensation Committee approved the weighting for each component applicable to each of the NEOs, with the exception of Mr. Donlon as shown below. 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.

  38. Cash and Equity-Based Incentive Program

    | | Weighting for Mr. Wyatt | Weighting for Mr. Wilcox | 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 |

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  40. Cash and Equity-Based 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. Annual individual performance goals were established for each NEO (with the exception of Mr. Donlon, who did not participate in the 2023 incentive program), the nature of which differed depending upon the NEO’s job responsibilities. The individual performance goals were unique to each NEO and consisted of quantitative and qualitative measures such as: (i)for Mr. Sulerzyski, setting, refining and executing the strategic direction of Peoples; hiring, retaining and developing the senior management team; building a client-focused culture; and promoting Peoples externally to shareholders, stock analysts and potential acquisition targets; (ii)for Ms. Bailey, executing Peoples’ strategic plan; balancing acquisitions and organic growth; making effective and efficient changes related to processes and procedures within the accounting and finance areas; and ensuring an appropriate risk and control environment exists in areas of responsibility; (iii)for Mr. Wilcox, establishing clear objectives in each line of business to improve performance; demonstrating improvement in sales results and overall market team performance; integrating specialty finance opportunities into the overall strategy of the Peoples organization; and ensuring integration of all acquired businesses into Peoples and coverage of all lines of business across Peoples' geography; and (iv)for Mr. Wyatt, integrating Limestone Bank's commercial banking business into Peoples; recruiting, developing and retaining top performers; executing the market team "go wide" strategy by ensuring full commercial participation in growing partner lines of business; and ensuring execution, compliance, continued integration, and financial and credit performance of each of the specialty finance businesses. The goals assigned to the NEOs were intended to reflect positive results for shareholders while ensuring that the compensation arrangements did not encourage unnecessary and excessive risk-taking that could threaten the value of Peoples. Measurement of these goals was objective and/or subjective in nature, depending upon the respective goal. Payout percentages (expressed as a percentage of base salary) for various levels of performance are reviewed by the Compensation Committee on an annual basis.

  41. Cash and Equity-Based Incentive Program

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  42. Cash and Equity-Based Incentive Program

    2023 Annual Incentive (Cash) 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:

  43. Cash and Equity-Based Incentive Program

    | | 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% |

  44. Cash and Equity-Based Incentive Program

    The above payout potentials for the other NEOs reflected a prorated blend of their old payout potentials for threshold, target and maximum levels of performance of 8.8%, 35% and 52.5% respectively, and their new payout potentials for threshold, target and maximum levels of performance of 10%, 40% and 60%, respectively, which took effect on July 1, 2023. The Compensation Committee retained the right to exercise discretion to increase or reduce the size of the payout of annual cash incentives based on the Compensation Committee’s consideration of all relevant facts and circumstances beyond the formulaic result. The Compensation Committee did not exercise this discretion for 2023 annual cash incentives. Incentive awards are paid after the results with respect to the corporate performance goals have been determined. As discussed above, no annual cash incentive payments were to be earned by the NEOs if the absolute minimum levels of corporate performance were not achieved. In addition to the annual cash-based incentives, the Compensation Committee has in the past, and may in the future, award cash-based discretionary bonuses. The Compensation Committee did not award any cash-based discretionary bonuses for 2023. 2023 Long-Term Incentive (Equity) 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. The pool creation potentials for the 2023 long-term incentive program were as follows:

  45. Cash and Equity-Based Incentive Program

    | | Threshold Payout Potential | Target Payout Potential | Maximum Payout Potential | | Chief Executive Officer | 13.5% | 65.0% | 97.5% | | Other Executive Officers | 6.9% | 27.5% | 43.8% |

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  47. Cash and Equity-Based Incentive Program

    The above payout potentials for the other NEOs reflected a prorated blend of their old payout potentials for threshold, target and maximum levels of performance of 6.3%, 25% and 37.5% respectively, and their new payout potentials for threshold, target and maximum levels of performance of 7.5%, 30% and 50%, respectively, which took effect on July 1, 2023. 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. The following table shows the corporate, line of business and individual performance weightings, as well as the annual cash incentive earned and restricted common shares granted, under the 2023 incentive program for each of the NEOs.

  48. Cash and Equity-Based Incentive Program

    | 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 |

  49. Cash and Equity-Based Incentive Program

    (1) Mr. Donlon did not participate in the 2023 incentive program.

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  51. Cash and Equity-Based Incentive Program

    2024 Incentive Program Design On December 7, 2023, the Board established the 2024 corporate incentive performance goals, the structure of which did not change from that used for 2023. On February 21, 2024, the Compensation Committee approved individual goals for Peoples’ NEOs. The performance metrics for the 2024 goals, and their respective weightings for each of the NEOs, with the exception of Mr. Wyatt and Mr. Donlon, are as follows:

  52. Cash and Equity-Based Incentive Program

    | 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% |

  53. Cash and Equity-Based Incentive Program

    For Mr. Wyatt, the performance metrics for the 2024 goals and their respective weightings are as follows:

  54. Cash and Equity-Based Incentive Program

    | 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% |

  55. Cash and Equity-Based Incentive Program

    For Mr. Donlon, the performance metrics for the 2024 goals and their respective weightings are as follows:

  56. Cash and Equity-Based Incentive Program

    | Pre-Tax/Pre-Provision Return on Average Assets | 7.0% | | Efficiency Ratio | 7.0% | | Pre-Tax/Pre-Provision Diluted Earnings Per Common Share | 14.0% | | Net Charge-Offs as a Percentage of Average Total Loans | 7.0% | | Community Banking Line of Business Results | 35.0% | | Discretionary Individual Performance | 30.0% |

  57. Cash and Equity-Based Incentive Program

    The potential payout opportunities for threshold, target and maximum levels of performance for NEOs to earn cash and equity-based incentive compensation for 2024 performance remain the same as they were for 2023 performance, reflecting the changes that were effective as of July 1, 2023.

  58. Change in Control Agreements

    Change in Control Agreements 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. With Mr. Sulerzyski's retirement on March 31, 2024, all of Peoples' NEOs will have change in control agreements with compensation defined 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. The change in control agreements do not provide for payments to be “grossed up” for excise taxes. Additional information regarding the definition of a change in control, the additional event(s) that must occur in order for an NEO to receive severance compensation following a change in control and potential payments under such agreements for the NEOs is provided in “OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS” beginning on page 80 of this Proxy Statement.

  59. Change in Control Agreements

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  60. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation 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.

  61. Accounting for Equity-Based Compensation

    Accounting for Equity-Based Compensation 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.

  62. Stock Holding Requirement

    Stock Holding Requirement 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.

  63. CEO Pay Ratio

    CEO Pay Ratio 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:

  64. CEO Pay Ratio

    | •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 |

  65. Discussion of Risk Review and Assessment

    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. The Compensation Committee believes that Peoples’ overall compensation practices for its NEOs, which include the following elements, limit the ability of these officers to benefit from taking unnecessary and excessive risks: •Balance between base salary, and cash and equity-based incentive compensation opportunities; •Maximum payouts which limit overall payout potential; •Balance between short-term (cash) and long-term (equity-based) incentive compensation opportunities; •Use of a balanced scorecard approach in setting performance goals with interacting, complementary incentive objectives that discourage emphasis on any single objective; •Peoples’ tone at the top and culture of ethically doing the right thing; •Grants of only full value equity awards in respect of potential equity-based long-term incentive compensation; •Awards of restricted common shares with a performance-based vesting requirement based upon the achievement of minimum performance criteria by Peoples; and •NEOs are required to hold a meaningful portion of their vested equity awards for as long as they remain employed by Peoples. In addition, the Compensation Committee believes there are controls around incentive programs for all employees that effectively discourage unnecessary and excessive risk-taking. All employee incentive programs allow for management discretion (or Compensation Committee discretion in the case of the incentive program in which NEOs are eligible to participate) to reduce or eliminate any award. The Compensation Committee reviews and approves all NEO compensation plans and awards, and the full Board reviews and approves the corporate performance goals. 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. The Compensation Committee believes that the elements of the incentive program and the other compensation plans, alone and/or combined with the systems of controls in place, such as separation of the valuation, authorization and payment of incentive compensation, do not encourage unnecessary or excessive risk-taking and do not encourage the manipulation of reported earnings to enhance the compensation of any employee or group of employees.

  66. SUMMARY COMPENSATION TABLE FOR 2023

    SUMMARY COMPENSATION TABLE FOR 2023 The table below summarizes the total compensation for each of the NEOs for the fiscal years ended December 31, 2023, 2022, and 2021. We have not entered into any employment agreements with any of the NEOs.

  67. SUMMARY COMPENSATION TABLE FOR 2023

    | (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 |

  68. SUMMARY COMPENSATION TABLE FOR 2023

    (1)On February 9, 2022, Ms. Bailey and Messrs. Wyatt, and Wilcox were paid a one-time discretionary bonus, authorized by the Compensation Committee on January 26, 2022, in recognition of extraordinary contributions in 2021 with respect to the integration following the merger with Premier Financial Bancorp, Inc. In lieu of participating in the 2023 incentive program, Mr. Donlon was paid a $250,000 guaranteed cash bonus on February 7, 2024, as part of his recruitment package when he joined Peoples on September 5, 2023. (2)The amounts in column (f) represent cash incentive awards earned under the annual incentive program and are reported for the fiscal year with respect to which the cash incentive awards were earned. The amounts shown for 2023 were paid on February 7, 2024.The amounts shown for 2022 were paid on February 8, 2023. The amounts shown for 2021 were paid on February 9, 2022. (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.

  69. SUMMARY COMPENSATION TABLE FOR 2023

    | | 69 | | 2024 Proxy Statement | |

  70. SUMMARY COMPENSATION TABLE FOR 2023

    (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. (8)Represents restricted common shares granted to Mr. Donlon on October 1, 2023 as part of his recruitment package when he joined Peoples on September 5, 2023. These restricted common shares were granted with a three year cliff-vesting period and will vest on the third anniversary of the October 1, 2023 grant date. The vesting on the third anniversary of the grant date is also subject to the requirement that Mr. Donlon remains employed by Peoples on that date.

  71. SUMMARY COMPENSATION TABLE FOR 2023

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  72. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023

  73. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | (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 |

  74. GRANTS OF PLAN-BASED AWARDS FOR 2023

    (1)Annual cash incentive award potentially available for payment through the annual incentive program if the indicated levels of performance were achieved for the 2023 fiscal year. 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 the annual incentive program. (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. (4)Reflects special equity awards granted by the Compensation Committee to Ms. Bailey and Mr. Wilcox on June 1, 2023. These restricted common shares will vest on June 1, 2028 if the NEO remains employed by Peoples on that date.

  75. GRANTS OF PLAN-BASED AWARDS FOR 2023

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  76. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 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.

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (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) | — |

  78. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    (1)Represents unvested restricted common shares approved on January 22, 2021 and granted by the Compensation Committee on February 9, 2021 with respect to individual performance for the 2020 fiscal year. These restricted common shares were granted with a three-year “cliff-vesting” period and vested on February 9, 2024 (the third anniversary of the February 9, 2021 grant date). (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

  79. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

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  80. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    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. (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. (5)Represents unvested common shares pursuant to special equity awards granted by the Compensation Committee for Ms. Bailey and Mr. Wilcox on June 1, 2023. These restricted common shares will vest on June 1, 2028 if the NEO remains employed by Peoples on that date. (6)Represents restricted common shares granted to Mr. Donlon on October 1, 2023 as part of his recruitment package when he joined Peoples on September 5, 2023. These restricted common shares were granted with a three year cliff-vesting period and will vest on the third anniversary of the October 1, 2023 grant date. The vesting on the third anniversary of the grant date is also subject to the requirement that Mr. Donlon remains employed by Peoples on that date.

  81. OPTION EXERCISES AND STOCK VESTED FOR 2023

    OPTION EXERCISES AND STOCK VESTED FOR 2023 The following table provides information for the NEOs relating to restricted common shares that vested during the 2023 fiscal year, including the number of common shares acquired upon vesting and the value realized. No options or SARs were exercised by any of the NEOs during the 2023 fiscal year.

  82. OPTION EXERCISES AND STOCK VESTED FOR 2023

    | (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 |

  83. OPTION EXERCISES AND STOCK VESTED FOR 2023

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  84. PENSION BENEFITS FOR 2023

    PENSION BENEFITS FOR 2023 The table below shows the payments during the last fiscal year to each of the NEOs who participated in the Retirement Plan prior to its termination on May 15, 2023. Information regarding the terms of the Retirement Plan applicable to the NEOs who were participants in the Retirement Plan can be found in the discussion under the caption “Retirement and Other Benefits” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 61 of this Proxy Statement.

  85. PENSION BENEFITS FOR 2023

    | (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 | — | — | — |

  86. PENSION BENEFITS FOR 2023

    (1)Mr. Sulerzyski, Ms. Bailey, Mr. Donlon and Mr. Wyatt were employed by Peoples after the Retirement Plan was closed to new entrants and, therefore, were not participants in the Retirement Plan. (2)Mr. Wilcox received a single sum distribution of his vested balance in the Retirement Plan in connection the termination of the Retirement Plan effective May 15, 2023.

  87. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2023 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. For additional information regarding the NQDC Plan, refer to the section captioned “Retirement and Other Benefits - Nonqualified Deferred Compensation Plan” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 61 of this Proxy Statement.

  88. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

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  89. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | (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 |

  90. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    (1)The amount reported represents the aggregate amount deferred by each participant under the NQDC Plan for compensation earned during the 2023 fiscal year and contributed to the NQDC Plan. These amounts are included in “Salary” and/or “Non-Equity Incentive Plan Compensation” for 2023 in the “SUMMARY COMPENSATION TABLE FOR 2023” beginning on page 69 of this Proxy Statement. (2)The amount reported represents the matching contribution made by Peoples to each participant’s account, pursuant to the NQDC Plan. These matching contributions were made per pay period. These amounts are included in “All Other Compensation" for 2023 in the “SUMMARY COMPENSATION TABLE FOR 2023” beginning on page 69 of this Proxy Statement. (3)The amounts reported represent the aggregate annual earnings (determined in accordance with the applicable SEC rules) accrued during the 2023 fiscal year, which represented the net increase in the NEO's account balance during the 2023 fiscal year that was not attributable to contributions, withdrawals or distributions, during the 2023 fiscal year. The amounts in this column are not reported in the “SUMMARY COMPENSATION TABLE FOR 2023” beginning on page 69 of this Proxy Statement, as they are not "above market" or "preferential" earnings for purposes of the applicable SEC rules. (4)The amounts reported represent fees paid for record keeping and administration of the NQDC Plan and allocated to the bookkeeping account of each participant. (5)The amounts reported represent the accumulated total of executive contributions, company discretionary contributions and aggregate net earnings less aggregate withdrawals under the NQDC Plan for each participant. The following amounts included in the aggregate balance as of December 31, 2023 were previously reported as compensation to the NEOs in the Summary Compensation Tables for fiscal years prior to the 2023 fiscal year during which the respective NEOs participated in the NQDC Plan: (a) Mr. Sulerzyski - $673,302; (b) Ms. Bailey $14,424; (c) Mr. Wilcox - $51,434; and (d) Mr. Wyatt - $23,985. (6)Mr. Donlon was not eligible to participate in the NQDC Plan during the 2023 fiscal year, because he did not join Peoples until September 5, 2023.

  91. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

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  92. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of Peoples. Peoples' CEO (Mr. Sulerzyski) is our principal executive officer. For further information concerning Peoples' variable pay-for-performance philosophy and how Peoples aligns executive compensation with Peoples' performance, refer to “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 44 of this Proxy Statement.

  93. PAY VERSUS PERFORMANCE

    | 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 |

  94. PAY VERSUS PERFORMANCE

    (1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Sulerzyski (our CEO) (a) for 2021, 2022 and 2023 in the “Total” column of the “Summary Compensation Table for 2023” beginning on page 69 of this Proxy Statement.” and (b) for 2020 in the "Total" column of the “Summary Compensation Table for 2022” beginning on page 69 of the Peoples' Proxy Statement for the Annual Meeting of Shareholders held on April 27, 2023. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Sulerzyski, 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 to Mr. Sulerzyski during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sulerzyski’s total compensation for each year to determine the compensation actually paid:

  95. PAY VERSUS PERFORMANCE

    | 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 |

  96. PAY VERSUS PERFORMANCE

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column (i) for 2021, 2022 and 2023 in the “Summary Compensation Table for 2023” beginning on page 69 of this Proxy Statement and (ii) for 2020 in the “Summary Compensation Table for 2022” beginning on page 69 of the Peoples' Proxy Statement for the Annual Meeting of Shareholders held on April 27, 2023. (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.

  97. PAY VERSUS PERFORMANCE

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  98. PAY VERSUS PERFORMANCE

    (c)The amounts included in this column are the amounts, if any, reported in “Change in Pension and Nonqualified Deferred Compensation” column for (i) 2021, 2022 and 2023 of the “Summary Compensation Table for 2023” beginning on page 69 of this Proxy Statement and (ii) 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. Mr. Sulerzyski has never participated in the Retirement Plan. (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. (4)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Sulerzyski), 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 Mr. Sulerzyski) 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 Mr. Sulerzyski) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

  99. PAY VERSUS PERFORMANCE

    | 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 |

  100. PAY VERSUS PERFORMANCE

    (5)Cumulative total shareholder return (“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. (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. (7)The dollar amounts reported represent the amount of net income reported in Peoples' audited financial statements for the applicable year. (8)As defined in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 44 of this Proxy Statement.

  101. Analysis of Information Presented in the Pay Versus Performance Table

    Analysis of Information Presented in the Pay Versus Performance Table 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.”

  102. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the compensation actually paid to Mr. Sulerzyski and the average compensation actually paid to the NEOs as a group (excluding Mr. Sulerzyski) was directionally aligned with Peoples' cumulative TSR between 2020 and 2021 and between 2022 and 2023, but was not directionally aligned between 2021 and 2022. The alignment between 2020 and 2021 and between 2022 and 2023 was due in part to the fact that a meaningful portion of compensation actually paid to Mr. Sulerzyski and to the other NEOs was comprised of equity awards. Peoples' strong cumulative TSR in 2021 compared to 2020 and in 2023 compared to 2022 had the effect of increasing the value of the equity award component of compensation actually paid to Mr. Sulerzyski and the other NEOs for 2021. 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.

  103. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of compensation actually paid to Mr. Sulerzyski and the average amount of compensation actually paid to the NEOs as a group (excluding Mr. Sulerzyski) was directionally aligned with Peoples' net income over the four years presented. While Peoples does not use net income as a 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.

  104. Compensation Actually Paid and Net Income

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  105. Compensation Actually Paid and Pre-Tax/Pre-Provision Diluted Earnings Per Common Share

    Compensation Actually Paid and Pre-Tax/Pre-Provision Diluted Earnings Per Common Share As demonstrated by the following graph, the amount of compensation actually paid to Mr. Sulerzyski and the average amount of compensation actually paid to Peoples' NEOs (excluding Mr. Sulerzyski) was not directionally aligned with Peoples' PTPP EPS between 2020 and 2021, but was aligned between 2021 and 2023. The lack of alignment between 2020 and 2021 is explained by the fact that Peoples incurred significant acquisition-related expenses in 2021 that were excluded from actual results that year in determining the level of achievement with respect to the financial performance measures, including PTPP EPS, that drove executive compensation for 2022. As disclosed in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” of Peoples' Proxy Statement for the Annual Meeting of Shareholders held on April 28, 2022, Peoples' PTPP EPS, when adjusted for acquisition-related expenses, was $3.60 in 2021. Using this adjusted PTPP EPS instead of actual PTPP EPS for 2021 would have resulted in directional alignment between 2020 and 2021.

  106. Compensation Actually Paid and Pre-Tax/Pre-Provision Diluted Earnings Per Common Share

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