Carol S. Shinn
About Carol S. Shinn
Carol S. Shinn, age 62, is Executive Vice President and Chief Operations Officer of Peoples Bank (PEBK). She joined the Bank in 2015 and previously served as Senior Vice President, Chief Information Officer, and Director of Deposit Operations. She oversees Information Technology, Deposit Operations, Project Management, Digital Banking, Business Continuity, and Vendor Management. Shinn graduated from the LSU Graduate School of Banking and is a Certified Regulatory Vendor Program Manager (CRVPM) . Company performance context during her tenure: net earnings rose to $16.353M in 2024 (from $15.546M in 2023 and $16.123M in 2022), with ROA ~0.99% and ROE ~12.59% in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peoples Bank (PEBK) | Senior Vice President; Chief Information Officer; Director of Deposit Operations | Joined 2015; exact role dates not disclosed | Led technology and deposit operations; foundation for later COO responsibilities |
| Peoples Bank (PEBK) | Executive Vice President & Chief Operations Officer | Not dated; role current as of 2025 | Responsible for IT, Deposit Ops, Project Mgmt, Digital Banking, Business Continuity, Vendor Mgmt |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
PEBK discloses its executive compensation program structure but does not provide Shinn’s individual compensation amounts (she is not a named executive officer in the proxy). Program elements include:
- Base salary (reviewed annually; competitive to peers; linked to responsibilities and performance)
- Management Incentive Plan (MIP) based on corporate budget and individual goals; no named executive received MIP payouts for FY2024
- Discretionary bonuses (board-determined; in 2024 awarded to CEO/Former CEO/CFO/Chief Banking Officer)
- Benefits and perquisites (health/dental/life/disability; country club dues; car allowance for certain executives)
Performance Compensation
PEBK uses variable pay components (MIP, discretionary bonuses, long-term equity) to align pay with performance; specific performance metrics/weightings for Shinn are not disclosed.
- MIP mechanics: incentive pools link corporate budget attainment and individual objectives; no FY2024 MIP paid to named executives
- Discretionary bonuses: awarded for results materially exceeding expectations (FY2024 bonuses paid to certain named executives in Jan 2025)
- Equity awards: granted under the 2020 Omnibus Plan (RSUs and other rights), time-based vesting, full acceleration on change-in-control; Shinn’s specific grants are not disclosed
Equity Ownership & Alignment
| Item | Company policy | Disclosure for Carol S. Shinn |
|---|---|---|
| Beneficial ownership (Form 14A table) | Table lists directors and named executive officers | Shinn is not listed; no personal share count disclosed |
| Equity awards (RSUs/Options) | RSUs granted under 2020 Omnibus Plan; time-based vest; change-in-control acceleration | Not disclosed for Shinn |
| Insider trading policy | Trading windows, pre-clearance encouraged; prohibits trading on MNPI | Applies to officers broadly; individual Form 4 activity for Shinn not available in proxy |
| Award timing policy | Restrictions on granting stock rights around filings/restatements | Applies to executives; no Shinn-specific detail |
| Pledging/hedging | Not specifically detailed in proxy; insider policies focus on MNPI and trading windows | No pledging or hedging disclosure for Shinn |
Employment Terms
PEBK discloses employment agreements for certain named executive officers, including term lengths, auto-renewal, severance, change-of-control economics, restrictive covenants, and clawbacks; Shinn’s employment contract terms are not disclosed.
- Term & auto-renewal: 36-month initial terms (24 months for one NEO) with annual automatic one-year extensions unless declined
- Severance (non-CoC): payments and welfare benefits if terminated without cause or for good reason
- Change-of-control: 2.99x base salary or remaining term pay (greater of), pro-rata bonus, full vesting of RSUs/options, 100% vesting of non-qualified plan benefits
- Restrictive covenants: non-compete and non-solicit post-termination
- Clawback: SEC/Nasdaq-compliant recovery of erroneously awarded incentive pay; employment agreements amended for compliance in Nov 2023
Company Performance (Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net earnings ($USD Millions) | $16.123 | $15.546 | $16.353 |
| ROA (%) | 0.97% | 0.97% | 0.99% |
| ROE (%) | 13.01% | 13.37% | 12.59% |
| Diluted EPS ($) | $2.85 | $2.77 | $2.98 |
| Book value ($) | $19.24 | $22.53 | $24.64 |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2025 Say-on-Pay (advisory) | For: 3,458,170; Against: 541,252; Abstain: 54,032; Broker non-votes: 936,107 |
| Say-on-Frequency | 1 year: 2,250,730; 2 years: 50,576; 3 years: 1,746,781; Abstain: 5,367; Broker non-votes: 936,107 |
Equity Plan & Vesting Mechanics (Program)
| Feature | Detail |
|---|---|
| Plan coverage | 2020 Omnibus Plan (RSUs, options, SARs, performance units) approved May 7, 2020, expires May 7, 2030 |
| Vesting | Time-based RSUs; full vesting upon change-in-control; committee can cash-out awards in CoC |
| Clawback | Company may cancel/reimburse awards per clawback policy |
| Grant activity | 2021: 7,060 RSUs; 2022: 5,385 RSUs; 2023: 5,370 RSUs; 2024: 6,450 RSUs granted to employees |
Investment Implications
- Compensation alignment: PEBK’s framework ties variable pay to corporate budget attainment and individual goals, with board discretion for bonuses; however, lack of disclosure for Shinn (not a named executive) limits visibility into her specific pay-for-performance alignment and retention incentives .
- Retention and change-of-control risk: Robust CoC terms exist for named executives, including accelerated vesting and up to 2.99x salary; Shinn’s contractual protections are not disclosed, creating uncertainty around her retention economics in strategic events .
- Selling pressure indicators: Insider trading and award timing policies mitigate opportunistic trading and blackout-period grants; no disclosure of Shinn’s personal holdings or pledging, reducing ability to assess potential insider selling pressure or alignment via “skin in the game” .
- Execution profile: Shinn’s remit spans IT, operations, and digital banking—critical levers for efficiency and service quality—during a period of stable ROA/ROE and higher 2024 net earnings; continued operational execution supports franchise value, but pay/ownership transparency for Shinn is limited in public filings .