DEF 14A of Peoples Bancorp Inc, Mar 7, 2025

DEF 14A of Peoples Bancorp Inc

Filed Mar 7, 2025 · FY20240000318300-25-000096

Open on EDGAR

  1. To Be Held April 24, 2025

    | Director Compensation for 2024 | | 38 | | Executive Officers | | 39 | | Proposal Number 2: Vote on Advisory Resolution to Approve Named Executive Officers’ Compensation | | 41 | | Recommendation and Vote Required | | 42 | | Executive Compensation: Compensation Discussion and Analysis | | 42 | | Executive Summary of 2024 Fiscal Year Performance and Compensation | | 42 | | | 2024 Business Highlights | 42 | | | Goals for 2024 Incentive Awards | 43 | | | 2024 Actual Results vs. Performance Goals | 44 | | | 2024 Compensation Actions | 44 | | | Notable Pay Practices | 45 | | | Total Shareholder Return | 46 | | | Pay for Performance | 46 | | | Pay for Performance – Realizable Pay Analysis | 47 | | | Pay for Performance – Our Key Compensation Decisions | 47 | | | Advisory Vote of Shareholders | 49 | | Compensation Philosophy and Objectives | | 49 | | Role of Executive Officers in Compensation Decisions | | 51 | | Setting Executive Compensation | | 51 | | | Peer Group | 51 | | 2024 Executive Compensation Components | | 54 | | | Base Salary | 54 | | | Cash and Equity-Based Incentive Program | 55 | | | Retirement and Other Benefits | 60 | | | Perquisites and Other Personal Benefits | 62 | | | Change in Control Agreements | 62 | | | Consulting Agreement | 62 | | Tax and Accounting Implications | | 63 | | | Deductibility of Executive Compensation | 63 | | | Non-Qualified Deferred Compensation | 63 | | | Accounting for Equity-Based Compensation | 63 | | Other Information | | 64 | | | Stock Holding Requirement | 64 | | | Clawback Policy | 64 | | | Timing of Equity Grants | 64 | | | CEO Pay Ratio | 64 | | Summary | | 65 | | Compensation Committee Report | | 65 | | Discussion of Risk Review and Assessment | | 65 | | Summary Compensation Table for 2024 | | 67 | | Grants of Plan-Based Awards for 2024 | | 69 | | Outstanding Equity Awards at Fiscal Year-End 2024 | | 70 | | Option Exercises and Stock Vested for 2024 | | 71 | | Non-Qualified Deferred Compensation for 2024 | | 71 | | Pay Versus Performance | | 73 | | | Financial Performance Measures | 74 | | | Analysis of Information Presented in the Pay Versus Performance Table | 75 | | | Compensation Actually Paid and Cumulative TSR | 75 | | | Compensation Actually Paid and Net Income | 76 | | | Compensation Actually Paid and Pre-Tax/Pre-Provision Diluted Earnings Per Common Share | 76 | | | Cumulative TSR of Peoples and Cumulative TSR of the Peer Group | 77 | | Other Potential Post-Employment Payments | | 77 | | Payments Made Upon Termination of Employment | | 77 | | | Payments Made Upon Retirement | 78 | | | Payments Made Upon Death or Disability | 78 | | | Payments Made Upon a Change in Control | 78 | | Compensation Committee Interlocks and Insider Participation | | 81 | | Audit Committee Report for the Fiscal Year Ended December 31, 2024 | | 82 | | Independent Registered Public Accounting Firm | | 82 |

  2. PROPOSAL NUMBER 1: ELECTION OF DIRECTORS

    PROPOSAL NUMBER 1: ELECTION OF DIRECTORS As of the date of this Proxy Statement, there were 11 members of the Board. Each of the 11 current directors will be standing for re-election at the Annual Meeting for a one-year term expiring at the 2026 Annual Meeting.

  3. 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;

  4. DIRECTOR COMPENSATION

    | | 35 | | 2025 Proxy Statement | |

  5. DIRECTOR COMPENSATION

    •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 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.

  7. All Other Compensation

    | | 37 | | 2025 Proxy Statement | |

  8. Director Compensation for 2024

    Director Compensation for 2024 Compensation paid to directors for service during the 2024 fiscal year as directors of Peoples and Peoples Bank is summarized below.

  9. Director Compensation for 2024

    | (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 (6) | $14,889 | $14,739 | — | — | | $37,520 | $51 | $67,199 | | S. Craig Beam | $54,500 | $46,250 | — | — | | — | $36 | $100,786 | | David F. Dierker | $58,750 | $46,250 | — | — | | $32,483 | $72 | $137,555 | | W. Glenn Hogan | $46,250 | $46,250 | — | — | | — | — | $92,500 | | James S. Huggins (7) | $17,279 | $14,739 | — | — | | $16,833 | $51 | $48,902 | | Brooke W. James | $54,500 | $46,250 | — | — | | — | $72 | $100,822 | | Susan D. Rector | $97,000 | $46,250 | — | — | | $30,032 | $72 | $173,354 | | Kevin R. Reeves | $46,250 | $46,250 | — | — | $— | — | — | $92,500 | | Carol A. Schneeberger | $46,892 | $46,250 | — | — | | — | $72 | $93,214 | | Frances A. Skinner | $46,250 | $46,250 | — | — | | $14,326 | $72 | $106,898 | | Dwight E. Smith | $52,110 | $46,250 | — | — | | — | — | $98,360 | | Michael N. Vittorio | $46,250 | $46,250 | — | — | | — | — | $92,500 |

  10. Director Compensation for 2024

    (1)Tyler J. Wilcox, who currently serves as President and Chief Executive Officer of both Peoples and Peoples Bank and Charles W. Sulerzyski, who previously served as President and Chief Executive Officer of both Peoples and Peoples Bank until his retirement effective March 31, 2024, are not included in this table. Messrs. Wilcox and Sulerzyski received no compensation in their capacities as directors of Peoples and Peoples Bank. The compensation received by each of Messrs. Sulerzyski and Wilcox as an executive officer of Peoples and of Peoples Bank is shown in the “SUMMARY COMPENSATION TABLE FOR 2024” beginning on page 67 of this Proxy Statement. (2)Pursuant to the 2024 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 2024. 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 2024 were: $14,739 for Ms. Abraham; $96,250 for Ms. Rector; 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 2024 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

  11. Director Compensation for 2024

    | | 38 | | 2025 Proxy Statement | |

  12. Director Compensation for 2024

    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 portions of their retainers made by participating directors pursuant to the Deferred Compensation Plan for Directors. The equity portions of the retainers deferred by participating directors for 2024 were: $14,739 for Ms. Abraham; $8,505 for Mr. Huggins; $46,250 for Ms. Rector; 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 2024 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’ 2024 annual premium payment for group term life insurance covering each of the directors who participated in this benefit. (6)Tara M. Abraham retired as a director from Peoples and Peoples Bank on April 25, 2024. (7)James S. Huggins retired as a director from Peoples and Peoples Bank on April 25, 2024.

  13. Goals for 2024 Incentive Awards

    Goals for 2024 Incentive Awards The performance goals for the incentive awards based on 2024 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 2024 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 expense management. 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 2024 performance goals compared to our 2024 and 2023 actual (unadjusted) results.

  14. Goals for 2024 Incentive Awards

    | | 2023 | 2024 | 2024 | | Metric | Result | Target | Result | | Pre-Tax/Pre-Provision Return on Average Assets | 2.01% | 2.04% | 1.95% | | Efficiency Ratio | 58.68% | 57.32% | 57.97% | | Pre-Tax/Pre-Provision Diluted Earnings Per Common Share | $5.06 | $5.17 | $5.03 | | Net Charge-Offs as a Percent of Average Total Loans | 0.15% | 0.20% | 0.37% |

  15. Goals for 2024 Incentive Awards

    Our performance goals for 2024 relative to 2023 actual results reflected our expectation that business operations and results would continue to normalize following Peoples' acquisition of Limestone Bancorp, Inc. in 2023. They also reflected our planned investments in technology initiatives, such as our implementation of new customer relationship management software from Salesforce, the conversion of automated teller machines to interactive teller machines, and the acquisition of governance, risk and compliance software as we prepare to cross the $10 billion asset-size threshold. Consequently, the 2024 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 modestly better than 2023 actual results. The 2024 target for net charge-offs as a percent of average total loans was set at a slightly higher level (worse) than the 2023 actual result in anticipation of a return to a level more in line with the historical norm.

  16. Goals for 2024 Incentive Awards

    | | 43 | | 2025 Proxy Statement | |

  17. 2024 Actual Results vs. Performance Goals

    2024 Actual Results vs. Performance Goals In determining whether the specific 2024 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, $169,000 of pre-tax acquisition-related expenses incurred in 2024 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. The following table provides a comparison of our 2024 adjusted results versus our 2024 performance goals:

  18. 2024 Actual Results vs. Performance Goals

    | | 2024 | | | 2024 Adjusted | | Metric | Threshold | Target | Maximum | Result | | Pre-Tax/Pre-Provision Return on Average Assets | 1.63% | 2.04% | 2.45% | 1.95% | | Efficiency Ratio | 59.04% | 57.32% | 55.60% | 57.93% | | Pre-Tax/Pre-Provision Diluted Earnings Per Common Share | $4.14 | $5.17 | $6.20 | $5.03 | | Net Charge-Offs as a Percent of Average Total Loans | 0.30% | 0.20% | 0.15% | 0.37% |

  19. 2024 Actual Results vs. Performance Goals

    Highlights of 2024 adjusted results versus 2024 performance goals follow: •We achieved between threshold and target levels of performance for three of the four corporate performance metrics applicable to our incentive awards and failed to achieve the threshold result for the remaining corporate performance metric. •Our adjusted pre-tax/pre-provision return on average assets was just nine basis points short of the target level and 32 basis points better than the threshold level. •Our adjusted efficiency ratio was 61 basis points short of the target level and 111 basis points better than the threshold level. •Our adjusted pre-tax/pre-provision diluted earnings per common share was $0.14 short of the target level and $0.89 better than the threshold level. •Our net charge-offs as a percent of average total loans was worse than the threshold 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 threshold but less than target award opportunities. We believe our solid financial performance and the investments we made in 2024 position us well for growth in 2025 and will ultimately drive increased shareholder value over the long term.

  20. 2024 Compensation Actions

    2024 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 2024 generally reflected the achievement of results between threshold and target levels of performance for the year. A summary of our key 2024 compensation actions follows: •Mr. Wilcox's total direct compensation for 2024 performance was $1,194,195. Although Mr. Wilcox did not assume the position of CEO until April 1, 2024, serving as Senior Executive Vice President, Chief Operating Officer, in 2024 prior to such date, the Compensation Committee increased his base salary from $500,000 to $600,000 and set his incentive payout potentials at the CEO levels effective January 1, 2024. This was in recognition of the increased responsibilities Mr. Wilcox assumed as part of Peoples' planned CEO transition. Annual cash incentive and equity-based awards comprised 49.8% of Mr. Wilcox’s total direct compensation

  21. 2024 Compensation Actions

    for 2024. Total direct compensation is comprised of base salary and any cash and equity-based incentive payments earned for a given year’s performance. •Cash incentive payments were awarded to the NEOs (with the exception of Mr. Sulerzyski, who retired from Peoples effective March 31, 2024, and did not participate in the 2024 incentive program) based on the 2024 results of achieving between the threshold and target levels of performance for three of the four corporate performance metrics, but failing to achieve the threshold level for the remaining corporate performance metric. Awards were also based on the NEOs achieving, to varying degrees, their respective individual performance objectives. The total cash incentive payout to Mr. Wilcox was 76% of target for 2024. •Equity-based incentive payments were awarded to the NEOs (with the exception of Mr. Sulerzyski) from a pool created using 2024 results based on achieving the levels of performance described above. •The Compensation Committee approved the Consulting Agreement with Mr. Sulerzyski as further described on page 62.

  22. 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. •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. •We engage an independent compensation advisor and annually review the compensation advisor’s independence. •Our Compensation Committee is comprised entirely of independent directors. Additional information about our annual results and our compensation decisions follows. We believe this information provides guidance on how our decisions, established programs and corporate results came together in the compensation decisions made by the Compensation Committee.

  23. Pay for Performance

    | Name | 2023 Cash Incentive as % of 2023 Base Salary (1) | 2024 Cash Incentive as % of 2024 Base Salary (2) | 2023 Equity- Based Incentive as % of 2023 Base Salary (3) | 2024 Equity- Based Incentive as % of 2024 Base Salary (4) | | Tyler J. Wilcox | 39.0% | 55.8% | 35.6% | 43.2% | | Charles W. Sulerzyski (5) | 83.5% | — | 79.0% | — | | Kathryn M. Bailey | 45.4% | 32.3% | 35.4% | 27.8% | | Hugh J. Donlon (6) | — | 40.0% | — | 32.0% | | M. Ryan Kirkham | 45.5% | 41.4% | 34.7% | 24.0% | | Douglas V. Wyatt | 42.4% | 37.1% | 38.4% | 27.1% |

  24. 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 Peoples' CEO for the three-year period ended December 31, 2023, ranked at the 56th 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, 2023, ranked at the 82nd percentile when compared to the Peer Group members. | |

  25. Pay for Performance – Our Key Compensation Decisions

    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: Based upon the Compensation Committee’s review of corporate and individual performance and market pay data for the Peer Group, Mr. Wilcox's base salary was increased from $600,000 to $700,000, effective January 1, 2025. The increase was in recognition of Mr. Wilcox's exemplary leadership of Peoples and its employees and the Compensation Committee’s desire for Mr. Wilcox's base salary to move toward the median base salary of similarly-situated officers serving with members of the Peer Group. For 2024 performance, Mr. Wilcox earned a cash incentive payment of $335,000 (55.8% of his 2024 base salary, between threshold of 16.3% and target of 65.0%) and restricted common shares of Peoples under the equity-based long-term incentive plan with a grant date fair value of $259,195 (43.2% of his 2024 base salary) based on the closing price of Peoples common shares on the grant date. The restricted common shares were granted to Mr. Wilcox on February 11, 2025 (but were based on achievement of 2024 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 threshold level or above with respect to all but one of the performance goals set by the Compensation Committee and the independent members of the full Board. Mr. Sulerzyski retired from his position as CEO of Peoples effective March 31, 2024, and, therefore, was not eligible for incentive compensation for 2024.

  26. Pay for Performance – Our Key Compensation Decisions

    | | 2025 | 2024 | | | | 2023 | | | | | NEO | Base Salary ($) | Base Salary ($) | Cash Incentive Paid in 2025 for 2024 Performance ($) | Long-Term Incentive Paid in 2025 for 2024 Performance ($) | Total Direct Compensation ($) | Base Salary ($) | Cash Incentive Paid in 2024 for 2023 Performance ($) | Long-Term Incentive Paid in 2024 for 2023 Performance ($) | Total Direct Compensation ($) | | Tyler J. Wilcox | $700,000 | $600,000 | $335,000 | $259,195 | $1,194,195 | $450,000 | $175,400 | $159,982 | $785,382 | | Charles W. Sulerzyski | — | $200,000 | — | — | $200,000 | $735,000 | $614,000 | $580,987 | $1,929,987 |

  27. 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. Kirkham and Mr. Donlon): ◦Ms. Bailey's base salary was increased from $432,000 to $447,000, effective January 1, 2025; ◦Mr. Wyatt's base salary was increased from $350,000 to $362,000, effective January 1, 2025; ◦Mr. Donlon's base salary was increased from $500,000 to $515,000, effective January 1, 2025; and ◦Mr. Kirkham's base salary was increased from $312,000 to $322,000, effective January 1, 2025. The base salary of Ms. Bailey as of January 1, 2025, 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, 2025, 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 11, 2025, 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

  28. Pay for Performance – Our Key Compensation Decisions

    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.

  29. Pay for Performance – Our Key Compensation Decisions

    | | 2025 | 2024 | | | | 2023 | | | | | NEO | Base Salary ($) | Base Salary ($) | Cash Incentive and Bonus Paid in 2025 for 2024 Performance ($) | Long-Term Incentive Paid in 2025 for 2024 Performance ($) | Total Direct Compensation ($) | Base Salary ($) | Cash Incentive and Bonus Paid in 2024 for 2023 Performance ($) | Long-Term Incentive Paid in 2024 for 2023 Performance ($) (1) | Total Direct Compensation ($) | | Kathryn M. Bailey | $447,000 | $432,000 | $139,500 | $119,975 | $691,475 | $395,000 | $179,300 | $139,991 | $714,291 | | Hugh J. Donlon | $515,000 | $500,000 | $199,800 | $159,967 | $859,767 | $162,879 | $250,000 | — | $412,879 | | M. Ryan Kirkham | $322,000 | $312,000 | $129,100 | $74,972 | $516,072 | $300,000 | $136,500 | $103,974 | $540,474 | | Douglas V. Wyatt | $362,000 | $350,000 | $130,000 | $94,985 | $574,985 | $325,501 | $138,000 | $124,998 | $588,499 |

  30. 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.

  31. 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 2024, 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 2024, 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; (3) 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; (4) reviewed competitive market data to assess and benchmark the target pay opportunities of the NEOs and their consistency with Peoples’ pay philosophy; (5) reviewed and made recommendations with respect to Peoples' director compensation program; (6) provided advice related to Mr. Sulerzyski's consulting agreement; (7) provided input to the Compensation Committee on the Proxy Statement;

  32. Peer Group

    Peer Group 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 2024:

  33. Peer Group

    | | 52 | | 2025 Proxy Statement | |

  34. Peer Group

    | Peer Group | | | | | Peer Group Member | Location | Total Assets ($ Billions) (1) | Ticker Symbol | | Atlantic Union Bankshares Corporation | Glen Allen, VA | $24.6 | AUB | | Wesbanco, Inc. | Wheeling, WV | $18.7 | WSBC | | First Merchants Corp. | Muncie, IN | $18.3 | FRME | | First Financial Bancorp | Cincinnati, OH | $18.3 | FFBC | | TowneBank | Portsmouth, VA | $17.2 | TOWN | | Community Bank System, Inc. | Onondaga, NY | $16.4 | CBU | | Northwest Bancshares, Inc. | Warren, PA | $14.4 | NWBI | | Sandy Spring Bancorp, Inc. | Olney, MD | $14.1 | SASR | | NBT Bancorp Inc. | Norwich, NY | $13.8 | NBTB | | First Commonwealth Financial Corporation | Indiana, PA | $11.6 | FCF | | Eagle Bancorp, Inc. | Bethesda, MD | $11.1 | EGBN | | Park National Corporation | Newark, OH | $9.8 | PRK | | S&T Bancorp, Inc. | Indiana, PA | $9.7 | STBA | | 1st Source Corporation | South Bend, IN | $8.9 | SRCE | | Stock Yards Bancorp, Inc. | Louisville, KY | $8.9 | SYBT | | Premier Financial Corp | Defiance, OH | $8.6 | PFC | | Tompkins Financial Corporation | Ithaca, NY | $8.1 | TMP | | Horizon Bancorp, Inc. | Michigan City, IN | $7.8 | HBNC | | Lakeland Financial Corporation | Warsaw, IN | $6.7 | LKFN | | City Holding Company | Charleston, WV | $6.5 | CHCO | | German American Bancorp, Inc. | Jasper, IN | $6.3 | GABC | | CNB Financial Corporation | Clearfield, PA | $6.2 | CCNE | | Community Trust Bancorp, Inc. | Pikeville, KY | $6.2 | CTBI | | Financial Institutions, Inc. | Warsaw. NY | $6.1 | FISI | | First Financial Corporation | Terre Haute, IN | $5.5 | THFF | | Farmers National Banc Corp. | Canfield, OH | $5.1 | FMNB | | Peer Group Median | | $9.3 | | | Peoples Bancorp Inc. | Marietta, OH | $9.3 | PEBO |

  35. Peer Group

    (1) Total assets reported as of December 31, 2024. The Peer Group used for 2024 compensation was comprised of 26 publicly-traded financial services holding companies with total asset sizes ranging from $5.1 billion to $24.6 billion. Asset sizes are provided based on public information available as of December 31, 2024. 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 Peoples' CEO and CFO. 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.

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  37. Peer Group

    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 2024. 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 2024, 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.

  38. 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 2024 Fiscal Year Performance and Compensation,” (i) based on Peoples’ 2024 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. Wilcox 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. Wilcox's base salary was increased from $600,000 to $700,000, effective January 1, 2025. •Ms. Bailey's base salary was increased from $432,000 to $447,000, effective January 1, 2025; •Mr. Wyatt's base salary was increased from $350,000 to $362,000, effective January 1, 2025; •Mr. Donlon's base salary was increased from $500,000 to $515,000, effective January 1, 2025; and •Mr. Kirkham's base salary was increased from $312,000 to $322,000, effective January 1, 2025. 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.

  39. 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. 2024 Incentive Program Design The 2024 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, which has been supported by Peoples' shareholders in their annual say-on-pay votes. 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 21, 2024, the Compensation Committee approved the individual goals for Peoples’ NEOs, with the exception of Mr. Sulerzyski, who retired on March 31, 2024, and did not participate in the 2024 incentive program. On December 7, 2023, the full Board established the 2024 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 2024, and the Compensation Committee approved the weighting for each component applicable to each of the NEOs, with the exception of Mr. Sulerzyski, as shown below. With respect to the 2024 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. Donlon 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. Donlon accountable for results that were more immediately within their control and ability to influence. The corporate incentive goals for Mr. Kirkham were weighted at 25% and individual performance goals weighted at 75%. The relatively smaller percentage weighting for corporate incentive goals for Mr. Kirkham reflected his predominantly legal and compliance roles with Peoples. Mr. Wilcox's and Ms. Bailey's corporate incentive goals were weighted at 70% and their individual performance goals were weighted at 30%.

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  41. Cash and Equity-Based Incentive Program

    | | Weighting for Mr. Wilcox and Ms. Bailey | Weighting for Mr. Donlon | Weighting for Mr. Kirkham | Weighting for Mr. Wyatt | Threshold | Target | Maximum | 2024 Results | | Pre-Tax/Pre-Provision Return on Average Assets | 14.0% | 7.0% | 5.0% | 10.0% | 1.63% | 2.04% | 2.45% | 1.95% | | Efficiency Ratio | 14.0% | 7.0% | 5.0% | 10.0% | 59.04% | 57.32% | 55.60% | 57.93% | | Pre-Tax/Pre-Provision Diluted Earnings Per Common Share | 28.0% | 14.0% | 10.0% | 20.0% | $4.14 | $5.17 | $6.20 | $5.03 | | Net Charge-Offs as a Percent of Average Total Loans | 14.0% | 7.0% | 5.0% | 10.0% | 0.30% | 0.20% | 0.15% | 0.37% | | Line of Business Goals | — | 35.0% | — | 25.0% | — | — | — | Various | | Discretionary (Individual Performance) | 30.0% | 30.0% | 75.0% | 25.0% | — | — | — | Varies by NEO |

  42. 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 2024, 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 2024 (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 $2.59 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 2024 regardless of the NEOs’ individual performance. We achieved these absolute minimum levels in 2024. Our pre-tax/pre-provision earnings per share (unadjusted) was $5.03, and our percentage of nonperforming assets to total assets was 0.53% for 2024, 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. Donlon 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. Donlon, 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 near target levels of performance with respect to these measures.

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  44. Cash and Equity-Based Incentive Program

    Annual individual performance goals were established for each NEO (with the exception of Mr. Sulerzyski, who did not participate in the 2024 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. Wilcox, 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; ensuring an appropriate risk and control environment exists in areas of responsibility; articulating appropriate insights and exerting authority to drive organization performance; and engaging with shareholders and stock analysts; (iii)for Mr. Donlon, 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; (iv)for Mr. Wyatt, driving line of business adoption and utilization of Salesforce (customer relationship management software); 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 supporting the successful integration and conversion of all newly acquired businesses; and (v)for Mr. Kirkham, effectively using internal and qualified external resources to meet requirements of business partners; effectively advising business partners regarding identified risks; effectively managing legal spend; developing legal and compliance staff for proficiency and efficiency in their areas of responsibility; developing a roadmap on compliance-related matters, ensuring follow-up and execution; maintaining effective relationships with the Board; contributing to meeting securities law requirements; and providing leadership and advice through all aspects of mergers and acquisitions activities. 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. 2024 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 2024, expressed as a percent of base salary, were as follows:

  45. Cash and Equity-Based Incentive Program

    | | Threshold Payout Potential | Target Payout Potential | Maximum Payout Potential | | Chief Executive Officer | 16.3% | 65.0% | 97.5% | | Executive Vice President, Community Banking | 12.5% | 50.0% | 75.0% | | Other Executive Officers | 10.0% | 40.0% | 60.0% |

  46. Cash and Equity-Based Incentive Program

    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 2024 annual cash incentives.

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  48. Cash and Equity-Based Incentive Program

    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 2024. 2024 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 2024 long-term incentive program were as follows:

  49. Cash and Equity-Based Incentive Program

    | | Threshold Payout Potential | Target Payout Potential | Maximum Payout Potential | | Chief Executive Officer | 13.5% | 65.0% | 97.5% | | Executive Vice President, Community Banking | 10.0% | 40.0% | 70.0% | | Other Executive Officers | 7.5% | 30.0% | 50.0% |

  50. Cash and Equity-Based Incentive Program

    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 2024 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.

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  52. Cash and Equity-Based Incentive Program

    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 2024 incentive program for each of the NEOs, with the exception of Mr. Sulerzyski, who did not participate in the 2024 incentive program.

  53. Cash and Equity-Based Incentive Program

    | NEO | Corporate Weighting | Line of Business Weighting | Individual Performance Weighting | 2024 Annual Incentive Payout (% of 2024 Base Salary) | 2024 Annual Incentive - Cash Incentive Earned ($) | 2024 Long- Term Incentive Payout (% of 2024 Base Salary) | 2024 Long- Term Incentive - Total Restricted Common Shares Granted (#) | | Tyler J. Wilcox | 70.0% | — | 30.0% | 55.8% | $335,000 | 43.2% | 7,758 | | Kathryn M. Bailey | 70.0% | — | 30.0% | 32.3% | $139,500 | 27.8% | 3,591 | | Hugh J. Donlon | 35.0% | 35.0% | 30.0% | 40.0% | $199,800 | 32.0% | 4,788 | | M. Ryan Kirkham | 25.0% | — | 75.0% | 41.4% | $129,100 | 24.0% | 2,244 | | Douglas V. Wyatt | 50.0% | 25.0% | 25.0% | 37.1% | $130,000 | 27.1% | 2,843 |

  54. Cash and Equity-Based Incentive Program

    2025 Incentive Program Design On November 21, 2024, the Board established the 2025 corporate incentive performance goals, the structure of which did not change from that used for 2024. On February 26, 2025, the Compensation Committee approved individual goals for Peoples’ NEOs, with the exception of Mr. Sulerzyski. The performance metrics for the 2025 goals, and their respective weightings for each of the NEOs are as follows: For Mr. Wilcox and Ms. Bailey, the performance metrics for the 2025 goals and their respective weightings are as follows:

  55. 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% |

  56. Cash and Equity-Based Incentive Program

    For Mr. Wyatt, the performance metrics for the 2025 goals and their respective weightings are as follows:

  57. 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% |

  58. Cash and Equity-Based Incentive Program

    For Mr. Donlon, the performance metrics for the 2025 goals and their respective weightings are as follows:

  59. 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% |

  60. Cash and Equity-Based Incentive Program

    For Mr. Kirkham, the performance metrics for the 2025 goals and their respective weightings are as follows:

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  62. Cash and Equity-Based Incentive Program

    | Pre-Tax/Pre-Provision Return on Average Assets | 5.0% | | Efficiency Ratio | 5.0% | | Pre-Tax/Pre-Provision Diluted Earnings Per Common Share | 10.0% | | Net Charge-Offs as a Percentage of Average Total Loans | 5.0% | | Discretionary Individual Performance | 75.0% |

  63. 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 2025 performance remain the same as they were for 2024 performance.

  64. Change in Control Agreements

    Change in Control Agreements Peoples has entered into a change in control agreement with each of the NEOs. Mr. Sulerzyski’s change in control agreement expired when he retired effective March 31, 2024. 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. 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.

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  66. Change in Control Agreements

    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 77 of this Proxy Statement.

  67. 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.

  68. 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.

  69. 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.

  70. Timing of Equity Grants

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

  71. CEO Pay Ratio

    CEO Pay Ratio We determined our “median employee” for 2024 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, 2024, except Mr. Wilcox, 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 2024, plus the amount of any “company match” under each of Peoples’ 401(k) Plan and NQDC Plan, plus any wellness incentive payment; (2) ranking the annual total compensation of all employees except Mr. Wilcox 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 2024 for such employee calculated in the manner described in the preceding sentence, which

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  73. CEO Pay Ratio

    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. Wilcox. We then used Mr. Wilcox's annual total compensation for 2024 as disclosed in the “SUMMARY COMPENSATION TABLE FOR 2024” appearing on page 67 of this Proxy Statement. Since Mr. Wilcox succeeded Mr. Sulerzyski as CEO on April 1, 2024, we used Mr. Wilcox's compensation for the CEO component of the pay ratio calculation. We did not annualize Mr. Wilcox's compensation for the portion of the year that he was CEO because his base salary and incentive payout potentials (which were set at the CEO levels) were effective January 1, 2024. The calculations yielded the following numbers and ratio:

  74. CEO Pay Ratio

    | •Annual total compensation of Mr. Wilcox | $1,194,056 | | •Median employee’s annual total compensation | $57,430 | | •Ratio of annual total compensation of Mr. Wilcox to the median employee’s annual total compensation | 20.79 to 1.0 |

  75. Discussion of Risk Review and Assessment

    •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. 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. Further, in light of the significant level of oversight and controls surrounding incentive programs and the significant amounts that would be required to materially impact Peoples’ reported earnings, the Compensation Committee believes that, upon evaluation of the incentive opportunities for employees, including the NEOs, any elements of the incentive program and other compensation and individual plans that have the potential to encourage the manipulation of reported earnings to enhance the compensation of any individual employee are appropriately mitigated. Submitted by the Compensation Committee of the Board: S. Craig Beam (Chair), W. Glenn Hogan, Brooke W. James, Kevin R. Reeves, Carol A. Schneeberger, Frances A. Skinner, and Michael N. Vittorio.

  76. SUMMARY COMPENSATION TABLE FOR 2024

    SUMMARY COMPENSATION TABLE FOR 2024 The table below summarizes the total compensation for each of the NEOs for the fiscal years ended December 31, 2024, 2023, and 2022.

  77. SUMMARY COMPENSATION TABLE FOR 2024

    | (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 ($) | | Tyler J. Wilcox | 2024 | $600,000 | — | $159,982(5) | $335,000 | — | $99,074 | $1,194,056 | | President and Chief Executive Officer | 2023 | $450,000 | — | $609,973(6) | $175,400 | — | $70,146 | $1,305,519 | | | 2022 | $300,000 | — | $99,980(7) | $118,500 | $32 | $44,270 | $562,782 | | Charles W. Sulerzyski | 2024 | $200,000 | — | $580,987(5) | — | — | $958,281 | $1,739,268 | | President and Chief Executive Officer | 2023 | $735,000 | — | $573,973(6) | $614,000 | — | $139,801 | $2,062,774 | | | 2022 | $700,000 | — | $469,493(7) | $597,500 | — | $110,426 | $1,877,419 | | Kathryn M. Bailey | 2024 | $432,000 | — | $139,991(5) | $139,500 | — | $69,264 | $780,755 | | Executive Vice President, Chief Financial Officer and Treasurer | 2023 | $395,000 | — | $364,981(6) | $179,300 | — | $61,576 | $1,000,857 | | | 2022 | $325,000 | — | $99,980(7) | $132,000 | — | $48,990 | $605,970 | | Hugh J. Donlon | 2024 | $500,000 | — | —(5) | $199,800 | — | $57,618 | $757,418 | | Executive Vice President, Community Banking | 2023 | $162,879 | $250,000 | $199,987(8) | — | — | $35,339 | $648,205 | | | 2022 | — | — | — | — | — | — | — | | M. Ryan Kirkham | 2024 | $312,000 | — | $103,974(5) | $129,100 | — | $39,654 | $584,728 | | Executive Vice President, General Counsel | 2023 | $300,000 | — | $89,991(6) | $136,500 | — | $33,006 | $559,497 | | | 2022 | $250,000 | — | $71,989(7) | $104,500 | — | $28,245 | $454,734 | | Douglas V. Wyatt | 2024 | $350,000 | — | $124,998(5) | $130,000 | — | $48,990 | $653,988 | | Executive Vice President, Chief Commercial Banking Officer | 2023 | $325,501 | — | $109,989(6) | $138,000 | — | $42,917 | $616,407 | | | 2022 | $310,000 | — | $94,987(7) | $127,500 | — | $38,348 | $570,835 |

  78. SUMMARY COMPENSATION TABLE FOR 2024

    (1)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 2024 were paid on February 11, 2025. The amounts shown for 2023 were paid on February 7, 2024.The amounts shown for 2022 were paid on February 8, 2023. (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 Peoples Bancorp Inc. Retirement Plan and Trust ("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. None of the other NEO's participated in the Retirement Plan. The Retirement Plan was terminated effective May 15, 2023, and all benefit obligations were settled, and all Retirement Plan assets were distributed, as of September 30, 2023. Since the earnings on compensation that has been deferred under the NQDC Plan by the NEOs participating in the NQDC Plan do not represent "above-market" or "preferential" earnings for purposes of the applicable SEC rules, no amount is reported with respect to such earnings. (4)All other compensation for each NEO for 2024 includes the following: (i) Mr. Wilcox - Peoples' 401(k) Plan company match in the amount of $20,700; $1,250 wellness incentive payment; $2,931 for executive health exam; $25,574 in company matching contributions under the NQDC Plan; and $48,619 in restricted common share dividends; (ii) Mr. Sulerzyski - $800,000 in quarterly payments under his Consulting Agreement; $14,599 in reimbursements for medical and dental premiums pursuant to his Consulting Agreement; Peoples' 401(k) Plan company match in the amount of $20,700; $41,904 in company matching contributions under the NQDC Plan; and $81,078 in restricted common share dividends; (iii) Ms. Bailey – Peoples' 401(k) Plan

  79. SUMMARY COMPENSATION TABLE FOR 2024

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  80. SUMMARY COMPENSATION TABLE FOR 2024

    company match in the amount of $20,700; $15,936 in company matching contributions under the NQDC Plan; and $32,628 in restricted common share dividends; (iv) Mr. Donlon - Peoples' 401(k) Plan company match in the amount of $20,700; $1,250 wellness incentive payment; $23,050 in company matching contributions under the NQDC Plan;and $12,618 in restricted common share dividends; (v) Mr. Kirkham - Peoples’ 401(k) Plan company match in the amount of $20,700; $1,250 wellness incentive payment; $3,973 for executive health exam; $491 in company matching contributions under the NQDC Plan; and $13,240 in restricted common share dividends and (iv) Mr. Wyatt - Peoples’ 401(k) Plan company match in the amount of $20,700; $1,250 wellness incentive payment; $2,772 for executive health exam; $7,816 in company matching contributions under the NQDC Plan; and $16,452 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 2024” beginning on page 63 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 2024 reflect the grant date fair values for awards of restricted common shares with respect to the 2023 incentive program, which were granted in 2024 under the 2006 Plan. The amounts of compensation for the restricted common shares reported for 2024 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, 2024, for additional information regarding the restricted common shares granted in 2024. (6)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 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 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. (7)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 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, 2022, for additional information regarding the restricted common shares granted in 2022. (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.

  81. SUMMARY COMPENSATION TABLE FOR 2024

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  82. GRANTS OF PLAN-BASED AWARDS FOR 2024

    GRANTS OF PLAN-BASED AWARDS FOR 2024

  83. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | (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 ($) | Maximum ($) | | | | | | Tyler J. Wilcox | — | — | $97,800 | $390,000 | $585,000 | $81,000 | $390,000 | $585,000 | — | — | — | — | | | 2/7/2024 | 1/24/2024 | — | — | — | — | — | — | 5,730(3) | — | — | $159,982 | | Charles W. Sulerzyski | 2/7/2024 | 1/24/2024 | — | — | — | — | — | — | 20,809(3) | — | — | $580,987 | | Kathryn M. Bailey | — | — | $43,200 | $172,800 | $259,200 | $32,400 | $129,600 | $216,000 | — | — | — | — | | | 2/7/2024 | 1/24/2024 | — | — | — | — | — | — | 5,014(3) | — | — | $139,991 | | Hugh J. Donlon | — | — | $62,500 | $250,000 | $375,000 | $50,000 | $200,000 | $350,000 | — | — | — | — | | M. Ryan Kirkham | — | — | $31,200 | $124,800 | $187,200 | $23,400 | $93,600 | $156,000 | — | — | — | — | | | 2/7/2024 | 1/24/2024 | — | — | — | — | — | — | 3,724(3) | — | — | $103,974 | | Douglas V. Wyatt | — | — | $35,000 | $140,000 | $210,000 | $26,250 | $105,000 | $175,000 | — | — | — | — | | | 2/7/2024 | 1/24/2024 | — | — | — | — | — | — | 4,477(3) | — | — | $124,998 |

  84. GRANTS OF PLAN-BASED AWARDS FOR 2024

    (1)Annual cash incentive award potentially available for payment through the annual incentive program if the indicated levels of performance were achieved for the 2024 fiscal year. Refer to the discussion under the caption “2024 Executive Compensation Components - Cash and Equity-Based Incentive Program” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 55 of this Proxy Statement, for additional information regarding the annual incentive program. (2)Fair value of equity-based grants available for award through the 2024 long-term incentive program under the 2006 Plan if the indicated levels of performance were achieved for the 2024 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 “2024 Executive Compensation Components - Cash and Equity-Based Incentive Program” of “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 55 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 2023 incentive program based upon corporate and individual performance for the 2023 fiscal year, which were approved on January 24, 2024 and granted under the 2006 Plan on February 7, 2024. 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 7, 2027 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.

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  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 The following table provides information relating to the outstanding equity awards held by the NEOs at the end of the 2024 fiscal year. There were no options or SARs held by the NEOs at the end of the 2024 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 31, 2024 (the last trading day during the 2024 fiscal year), which was $31.69.

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Tyler J. Wilcox | 2/9/2022 | 3,104(1) | $98,366 | — | — | | | 2/8/2023 | 3,630(2) | $115,035 | — | — | | | 6/1/2023 | 19,208(3) | $608,702 | — | — | | | 2/7/2024 | 5,730(4) | 181,584 | — | — | | Charles W. Sulerzyski | 2/9/2022 | 14,576(1) | $461,913 | — | — | | | 2/8/2023 | 18,943(2) | $600,304 | — | — | | | 2/7/2024 | 20,809(4) | $659,437 | — | — | | Kathryn M. Bailey | 2/9/2022 | 3,104(1) | $98,366 | — | — | | | 2/8/2023 | 3,795(2) | $120,264 | — | — | | | 6/1/2023 | 9,604(3) | $304,351 | — | — | | | 2/7/2024 | 5,014(4) | $158,894 | — | — | | Hugh J. Donlon | 10/1/2023 | 7,936(5) | $251,492 | — | — | | M. Ryan Kirkham | 2/9/2022 | 2,235(1) | $70,827 | — | — | | | 2/8/2023 | 2,970(2) | $94,119 | — | — | | | 2/7/2024 | 3,724(4) | $118,014 | — | — | | Douglas V. Wyatt | 2/9/2022 | 2,949(1) | $93,454 | — | — | | | 2/8/2023 | 3,630(2) | $115,035 | — | — | | | 2/7/2024 | 4,477(4) | $141,876 | — | — |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    (1)Represents unvested restricted common shares granted 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 vested on February 9, 2025 (the third anniversary of the February 9, 2022 grant date). (2)Represents unvested restricted common shares granted 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 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 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. (4)Represents unvested restricted common shares granted on February 7, 2024, with respect to individual performance for 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

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

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  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    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 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.

  91. OPTION EXERCISES AND STOCK VESTED FOR 2024

    OPTION EXERCISES AND STOCK VESTED FOR 2024 The following table provides information for the NEOs relating to restricted common shares that vested during the 2024 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 2024 fiscal year.

  92. OPTION EXERCISES AND STOCK VESTED FOR 2024

    | (a) | (b) | (c) | | | Stock Awards | | | Name | Number of Common Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Tyler J. Wilcox | 1,270 | $36,170 | | Charles W. Sulerzyski | 7,210 | $205,341 | | Kathryn M. Bailey | 952 | $27,113 | | Hugh J. Donlon | — | — | | M. Ryan Kirkham | 1,270 | $36,170 | | Douglas V. Wyatt | 1,588 | $45,226 |

  93. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2024 The following table provides information regarding the NEOs' participation in the NQDC Plan for 2024. 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 60 of this Proxy Statement.

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  95. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    | (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) | | Tyler J. Wilcox | NQDC Plan | $54,278 | $25,574 | $27,574 | — | $221,724 | | Charles W. Sulerzyski | NQDC Plan | $28,858 | $41,577 | $109,076 | $104,538 | $945,162 | | Kathryn M. Bailey | NQDC Plan | $16,546 | $15,935 | $6,438 | — | $79,783 | | Hugh J. Donlon | NQDC Plan | $30,000 | $23,050 | $2,035 | — | $55,085 | | M. Ryan Kirkham | NQDC Plan | $8,190 | $491 | $3,439 | — | $19,467 | | Douglas V. Wyatt | NQDC Plan | $13,260 | $7,816 | $5,555 | — | $69,750 |

  96. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    (1)The amount reported represents the aggregate amount deferred by each participant under the NQDC Plan for compensation earned during the 2024 fiscal year and contributed to the NQDC Plan. These amounts are included in “Salary” and/or “Non-Equity Incentive Plan Compensation” for 2024 in the “SUMMARY COMPENSATION TABLE FOR 2024” beginning on page 67 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 2024 in the “SUMMARY COMPENSATION TABLE FOR 2024” beginning on page 67 of this Proxy Statement. (3)The amounts reported represent the aggregate annual earnings (determined in accordance with the applicable SEC rules) accrued during the 2024 fiscal year, which represented the net increase in the NEO's account balance during the 2024 fiscal year that was not attributable to contributions, withdrawals or distributions, during the 2024 fiscal year. The amounts in this column are not reported in the “SUMMARY COMPENSATION TABLE FOR 2024” beginning on page 67 of this Proxy Statement, as they are not "above market" or "preferential" earnings for purposes of the applicable SEC (4)The amounts reported represent the total withdrawals and distributions made from the NQDC Plan during the 2024 fiscal year. These amounts reflect participant elections for scheduled distributions or in-service withdrawals, as well as any required distributions under the plan’s terms. (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 are included in the aggregate balance as of December 31, 2024 for fiscal years prior to the 2024 fiscal year during which the respective NEOs participated in the NQDC Plan: (a) Mr. Wilcox - $114,298; (b) Mr. Sulerzyski - $870,189; (c) Ms. Bailey - $40,864; (d) Mr. Donlon - $0; (e) Mr. Kirkham - $7,347 and (f) Mr. Wyatt - $43,119. 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.

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  98. 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 to Peoples’ principal executive officer, who is our CEO, and to our other NEOs as a group and certain financial performance of Peoples. 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 42 of this Proxy Statement.

  99. PAY VERSUS PERFORMANCE

    | Pay Versus Performance Table for 2024 | | | | | | | | | | | | Fiscal Year | Summary Comp. Table Total for Charles Sulerzyski (1) | Summary Comp. Table Total for Tyler Wilcox (1) | Comp. Actually Paid to Charles Sulerzyski (2) | Comp. Actually Paid to Tyler Wilcox (2) | Average Summary Comp. Table Total for Other NEOs (3) | Average Comp. Actually Paid to Other NEOs (4) | Value of Initial Fixed $100 Investment Based On | | Net Income (7) in thousands | 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) | (j) | (k) | | 2024 | $1,739,268 | $1,194,056 | $1,788,531 | $1,243,137 | $694,222 | $706,236 | $99.02 | $116.93 | $117,205 | $3.31 | | 2023 | $2,062,774 | — | $2,321,704 | — | $891,093 | $1,001,112 | $126.29 | $96.15 | $113,393 | $5.06 | | 2022 | $1,877,419 | — | $1,815,682 | — | $551,003 | $529,297 | $94.87 | $110.57 | $101,292 | $4.48 | | 2021 | $1,461,456 | — | $1,623,660 | — | $452,307 | $510,614 | $101.62 | $114.42 | $47,555 | $2.63 | | 2020 | $1,227,156 | — | $1,057,809 | — | $474,069 | $472,925 | $82.73 | $84.43 | $34,767 | $3.49 |

  100. PAY VERSUS PERFORMANCE

    (1)The dollar amounts reported in columns (b) and (c) are the Summary Compensation Table Totals for Mr. Sulerzyski and Mr. Wilcox for the years in which they served as CEO. For the years reported in the table, Mr. Sulerzyski was our CEO from January 1, 2020, to March 31, 2024, and Mr. Wilcox was our CEO from April 1, 2024, to December 31, 2024. (2)The dollar amounts reported in column (d) and (e) represent the amount of “compensation actually paid," as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to CEO total compensation for each year to determine the compensation actually paid:

  101. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Comp. Table Total for Charles Sulerzyski | Reported Summary Comp. Table Total for Tyler Wilcox | Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Reported Change in the Actuarial Present Value of Pension Benefits (c) | Pension Benefit Adjustments | Comp. Actually Paid to Charles Sulerzyski | Comp. Actually Paid to Tyler Wilcox | | 2024 | $1,739,268 | $1,194,056 | $(740,969) | $839,313 | — | — | $1,788,531 | $1,243,137 | | 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 | — |

  102. PAY VERSUS PERFORMANCE

    (a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table of the Proxy Statement for each respective year. The amount shown in this column for 2024 consists of $580,987 for Mr. Sulerzyski and $159,982 for Mr. Wilcox. The amounts shown for 2020 through 2023 are solely for Mr. Sulerzyski. (b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amount shown in this column for 2024 consists of

  103. PAY VERSUS PERFORMANCE

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  104. PAY VERSUS PERFORMANCE

    $630,250 for Mr. Sulerzyski and $209,063 for Mr. Wilcox. The amounts shown for 2020 through 2023 are solely for Mr. Sulerzyski. (c)The amounts included in this column are the amounts, if any, reported in the “Change in Pension and Nonqualified Deferred Compensation” column in the Summary Compensation Table of the Proxy Statement for each respective year. Mr. Sulerzyski never participated in the Retirement Plan. (3)The dollar amounts reported in column (f) represent the average Summary Compensation Table Total amounts for Peoples’ NEOs as a group (excluding our CEO) for the respective years. The names of each of the NEOs included for purposes of calculating the average amounts in all years presented are as follows: •For 2024: Kathryn M. Bailey, Hugh J. Donlon, M. Ryan Kirkham, and Douglas V. Wyatt •For 2023: Kathryn M. Bailey, Hugh Donlon, Tyler J. Wilcox, and Douglas V. Wyatt •For 2022 and 2021: Kathryn M. Bailey, Jason M. Eakle, Tyler J. Wilcox, and Douglas V. Wyatt •For 2020: Kathryn M. Bailey, Jason M. Eakle, John C. Rogers, Tyler J. Wilcox, and Douglas V. Wyatt (4)The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

  105. 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 | | 2024 | $694,222 | $(92,241) | $104,254 | — | — | $706,236 | | 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 |

  106. 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 list of companies identified in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” of Peoples’ Proxy Statement for the Annual Meeting of Shareholders held on April 25, 2024. The peer group used for 2024 is the Peer Group as defined in the section “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 42 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 42 of this Proxy Statement.

  107. 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.”

  108. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the compensation actually paid to our CEO and the average compensation actually paid to the NEOs as a group (excluding our CEO) was directionally aligned with Peoples’ cumulative TSR between 2020 and 2021, between 2022 and 2023, and between 2023 and 2024, but was not directionally aligned between 2021 and 2022. The alignment between 2020 and 2021, between 2022 and 2023, and between 2023 and 2024 was due in part to the fact that a meaningful portion of compensation actually paid to our CEO and to the other NEOs was comprised of equity awards. Peoples’ strong cumulative TSR in 2021 and 2023 compared to 2020 and 2022, respectively, had the effect of increasing the relative value of the equity award component of compensation actually paid for 2021 and 2023. Likewise, the reduction in Peoples’ cumulative TSR in 2024 compared to 2023 had the effect of decreasing the value of the equity award component of compensation actually paid for 2024. 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.

  109. Compensation Actually Paid and Cumulative TSR

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  110. 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 our CEO and the average amount of compensation actually paid to the NEOs as a group (excluding our) was directionally aligned with Peoples’ net income for four of the five years presented. While Peoples does not use net income as a specific performance measure in its executive compensation program, the measure of net income is correlated with the measures of PTPP EPS, PTPP ROAA and the efficiency ratio, which Peoples does use in setting performance goals for executive compensation.

  111. 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 our CEO and the average amount of compensation actually paid to the other NEOs (excluding our CEO) was directionally aligned with Peoples’ PTPP EPS over four of the five years presented.

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

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