Brooke W. James
About Brooke W. James
Independent director of Peoples Bancorp Inc. (PEBO), age 52, serving continuously since 2015; co-owner of WMSALL Farms in Wilmington, Ohio and former teacher at Columbus School for Girls. Prior public company board experience at NB&T Financial Group, Inc. (pre-merger into Peoples), including Audit Committee service; currently a significant PEBO shareholder with 246,265 beneficially owned shares. The Board has determined she is independent under Nasdaq rules; all incumbent directors met at least 85% attendance in 2024 and all attended the April 25, 2024 annual meeting held virtually.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NB&T Financial Group, Inc. | Director | 2005–Mar 6, 2015 | Audit Committee member; one of two NB&T directors selected to join Peoples Board under merger agreement; brings public bank board experience and southwest Ohio market knowledge |
| Columbus School for Girls | Teacher | 2001–2005 | Education role; community ties in Columbus, OH |
| WMSALL Farms | Co-owner | Since 1999 | Business owner perspective and local market insight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Peoples Bank (subsidiary) | Director | Current | All Peoples Bancorp directors also serve as directors of Peoples Bank |
| WMSALL Farms | Co-owner | Since 1999 | Family farming operation in Wilmington, OH |
Board Governance
- Independence: Determined independent under Nasdaq rules; Board comprised of 10 independent directors plus CEO; independent chairs for all committees.
- Attendance and engagement: Board met 11 times in 2024; each incumbent director attended ≥85% of aggregate Board and committee meetings; all incumbent directors attended the 2024 annual meeting. Executive sessions were held during each Board meeting, presided by the independent Chairman.
- Committee assignments and chair roles:
- Governance & Nominating Committee: Chair (held 5 meetings in 2024).
- Compensation Committee: Member (held 6 meetings in 2024).
- Risk Committee: Member (held 6 meetings in 2024).
- Executive Committee: Member (did not meet in 2024).
- Audit Committee: Not a member.
Fixed Compensation
| Metric | FY 2024 | FY 2025 (Approved changes effective Apr 1, 2025) |
|---|---|---|
| Annual director retainer (structure) | $92,500; paid 50% cash and 50% unrestricted common shares | $105,000; structure retained |
| Committee chair retainer – Governance & Nominating | $7,500 (cash) | $10,000 (cash) |
| Audit Committee chair retainer | $12,500 (cash) | $20,000 (cash) |
| Chairman of the Board retainer | $50,000 (cash) | $60,000 (cash) |
| Travel fee policy | $150 per trip >50 miles; reimbursement for >500 miles or overnight stays | Unchanged |
| Brooke W. James – Fees earned (cash) | $54,500 | Not disclosed; governed by new retainer levels |
| Brooke W. James – Stock awards (unrestricted shares) | $46,250 | Not disclosed (2025 quarterly equity portion at new retainer) |
| Brooke W. James – All other compensation (group term life premium) | $72 | Not disclosed |
| Brooke W. James – Total 2024 compensation | $100,822 | Not disclosed |
Notes:
- Directors receive unrestricted common shares for equity portion; no options granted to directors.
- Deferred Compensation Plan for Directors is available; Ms. James is not listed among 2024 participants who deferred retainer amounts.
Performance Compensation
| Element | FY 2024 | Details |
|---|---|---|
| Non-equity incentive plan compensation | $0 | No director incentive pay disclosed |
| Option awards | $0 | No stock options for directors; equity paid in unrestricted common shares |
| Performance metrics tied to director pay | None | Director pay structured as retainer (cash + unrestricted shares); no TSR/financial metrics for directors |
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| NB&T Financial Group, Inc. | Public (pre-merger) | Director; Audit Committee member | NB&T merged into Peoples on Mar 6, 2015; Ms. James joined Peoples Board per merger agreement |
| Peoples Bank (subsidiary) | Bank subsidiary | Director | All Peoples Bancorp directors also serve on Peoples Bank board |
No other current public company directorships or disclosed interlocks with competitors/suppliers/customers.
Expertise & Qualifications
| Skill Area (Board Skills Matrix) | Indication |
|---|---|
| Current/Former Business Owner | Yes (“x”) |
Narrative credentials: Brings public bank board experience and shareholder perspective; significant PEBO shareholder; knowledge of southwest Ohio markets.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 246,265 |
| Ownership as % of outstanding | ~0.69% (246,265 / 35,670,704 shares outstanding) |
| Nature of ownership detail | Includes 216,682 in investment account (sole voting/investment power) and additional custodial/family holdings; aggregate beneficial ownership per table: 246,265 |
| Vested vs. unvested | Director equity paid as unrestricted shares; no unvested director awards disclosed |
| Pledging/Hedging | Prohibited under Insider Trading Policy (no margin, pledging, short-term trading, puts/calls, hedging/monetization) |
| Stock ownership guidelines | Directors must own PEBO shares ≥3x annual base director retainer within 5 years of election; individual compliance status not disclosed |
Related Party Transactions and Conflicts
- Ordinary-course banking transactions (deposits, services, and/or loans) with directors and immediate family were conducted on market terms, compliant with applicable laws and Regulation O; any qualifying related person transactions require Audit Committee review under a written policy. No specific related-party transactions involving Ms. James are disclosed.
- Insider Trading Policy bans pledging and hedging of PEBO stock, reducing alignment risks.
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (FY 2024) | Peoples believes all directors and officers complied; no late reports noted |
Governance Assessment
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Strengths:
- Independent director with multi-committee engagement and governance leadership (Chair, Governance & Nominating), providing direct influence over board composition, independence determinations, and ESG oversight.
- Strong attendance standards met by all incumbents; full participation at 2024 annual meeting indicates engagement.
- Significant personal share ownership aligns interests with shareholders; Insider Trading Policy and stock ownership guidelines reinforce alignment.
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Watch items:
- Not designated in the Board Skills Matrix for audit/financial regulatory expertise despite governance chair role; continued effective collaboration with Audit and Risk Committees mitigates.
- External business ownership (WMSALL Farms) implies potential ordinary-course banking interactions; Related Person Transaction Policy and Regulation O oversight help manage conflicts; no specific transactions disclosed.
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Director compensation structure is conservative: cash retainer plus unrestricted stock, no options or incentive metrics; chair fee modest and increased in 2025, keeping market alignment.