Carol A. Schneeberger
About Carol A. Schneeberger
Carol A. Schneeberger, 68, is an independent director of Peoples Bancorp Inc. (PEBO) serving since 2023. A retired bank executive and retired Certified Public Accountant, she previously served as Executive Vice President and Chief Administrative Officer at Peoples and Peoples Bank (2011–Mar 31, 2020), with earlier leadership roles including interim CFO (Apr 2007–May 2008), Auditor, and Director of Human Resources; she joined Peoples in 1977 and retired in 2020 after 42+ years of service. Her credentials emphasize internal controls, information security and technology, regulatory compliance, risk management, and operations; she is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Bancorp Inc. / Peoples Bank | Executive Vice President & Chief Administrative Officer | Jul 2011 – Mar 31, 2020 | Oversight of internal controls, information security/technology, regulatory compliance, risk, operations |
| Peoples Bancorp Inc. | Interim Chief Financial Officer | Apr 2007 – May 2008 | Finance leadership; CPA background |
| Peoples Bancorp Inc. | Auditor; Director of Human Resources | Various years prior to 2011 | Broad administrative and oversight experience |
| Peoples Bancorp Inc. | Bank teller (entry role) | 1977 (start at Peoples) | Career-long progression to executive leadership; retired 2020 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marietta Area Health Care, Inc. | Director | Current | Community and charitable engagement; non-public organization |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Schneeberger qualifies as independent under Nasdaq rules and Board’s subjective assessment |
| Board Attendance | Board met 11 times in FY2024; each incumbent director attended 85%+ of combined Board and committee meetings during their service periods |
| Annual Shareholder Meeting Attendance | All then-incumbent directors participated in the 2024 annual meeting (Apr 25, 2024, virtual) |
| Years of Service on Board | Director continuously since 2023 (≈2 years as of the 2025 proxy) |
| Board Leadership | Independent Chairman of the Board: Susan D. Rector (non-executive); separate CEO role (Tyler J. Wilcox) |
Committee Assignments and Expertise
| Committee | Role | Chair? | Notable Expertise/Notes |
|---|---|---|---|
| Audit Committee | Member | No (Chair: David F. Dierker) | Board determined Schneeberger is an “audit committee financial expert” and “financially sophisticated” |
| Compensation Committee | Member | No (Chair: S. Craig Beam) | Committee oversees pay philosophy, incentive goals, risk review; uses independent consultant Pay Governance |
| Risk Committee | Member | No (Chair: Dwight E. Smith) | Enterprise risk management oversight across credit, liquidity, market, operational, compliance, IT, strategic, reputation risks |
| Governance & Nominating | Not a member | — | Committee chaired by Brooke W. James |
| Executive Committee | Not a member | — | Committee chaired by Susan D. Rector |
Fixed Compensation
| Year | Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 46,892 | 46,250 | — | — | 72 (group term life) | 93,214 |
- 2024 structure: Annual director retainer $92,500 paid quarterly, 50% cash and 50% unrestricted common shares; committee chair retainers paid in cash (Audit $12,500; Compensation/Governance/Risk $7,500); Chairman of the Board additional cash retainer $50,000. Meeting travel fees apply under policy.
- 2025 changes (effective Apr 1, 2025): Annual director retainer increased to $105,000; committee chair retainers increased (Audit $20,000; Compensation/Governance/Risk $10,000); Chairman additional retainer increased to $60,000.
Performance Compensation
| Component | Terms | Performance Metrics | Vesting | Notes |
|---|---|---|---|---|
| Equity portion of quarterly retainer | Unrestricted common shares delivered quarterly at fair market value | None disclosed for directors; equity is not performance-conditioned | Immediate upon grant (unrestricted) | Committee states equity retainer promotes independence; max aggregate equity value to any one non-employee director per fiscal year capped at $150,000 under the 2006 Plan |
| Options/PSUs/Performance plans | Not used for directors in 2024 | — | — | No option awards or non-equity incentive comp reported for Schneeberger in 2024 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee/Interlock Notes |
|---|---|---|---|
| Marietta Area Health Care, Inc. | Private/non-profit | Director | No PEBO-related interlock disclosed; no other public company directorships disclosed for Schneeberger |
Expertise & Qualifications
- Retired CPA; deep experience in internal controls, information security/technology, regulatory compliance, risk management, and operations from executive roles at Peoples.
- Designated “audit committee financial expert” and “financially sophisticated” by the Board.
- Broad human capital and administrative background, including prior HR leadership and interim CFO work.
Equity Ownership
| Holder/Account | Shares | Ownership Type | Voting Power | Percent of Class |
|---|---|---|---|---|
| Co-trustee trust account | 36,266 | Indirect | Shared voting and investment power | <1% |
| Investment account (direct) | 12,069 | Direct | Sole voting and investment power | <1% |
| Total beneficial ownership | 47,083 | Combined | Mixed (shared + sole) | <1% of 35,670,704 shares outstanding |
- Stock ownership guidelines: Directors must own common shares with market value ≥ 3x annual base director retainer within five years of initial election; hedging, short sales, publicly-traded options, and pledging of Peoples securities are prohibited.
Governance Assessment
- Independence and prior affiliation: Despite being a former EVP/CAO (retired in 2020), the Board determined Schneeberger is independent under Nasdaq rules and after reviewing personal/business ties; this supports investor confidence in objective oversight.
- Committee effectiveness: Active roles on Audit, Compensation, and Risk Committees with recognized financial expertise; committee charters reflect robust oversight over financial reporting, pay-risk alignment, and enterprise risk management.
- Attendance and engagement: Board met 11 times in 2024; all incumbents achieved at least 85% attendance across Board/committee meetings and participated in the 2024 annual meeting.
- Director pay alignment: Cash/equity mix paid quarterly; equity grants are unrestricted common shares (no performance conditions) and capped by plan; no options or incentive payouts reported for Schneeberger in 2024—reducing pay complexity and potential misalignment risks.
- Related-party transactions and conflicts: Banking transactions with directors/families occurred in ordinary course on market terms, subject to Regulation O and Audit Committee oversight via a formal Related Person Transaction Policy; no specific related-party transaction is disclosed for Schneeberger.
- Compensation committee practices: Committee engages independent consultant Pay Governance; independence reviewed and no conflicts found for 2024 engagement.
RED FLAGS and Watch Items
- Former executive now independent director: Though independence has been affirmatively determined, investors should monitor for any perceived influence or related-party exposures; policy framework (Reg O, Audit Committee review) mitigates risk.
- Pledging/hedging risk: Prohibited by Insider Trading Policy—mitigates misalignment risk; ownership disclosures show co-trustee holdings but do not indicate any pledging.
- Performance linkage: Director equity is not performance-conditioned; however, PEBO emphasizes pay-for-performance alignment in executive programs and uses clawback policies, reducing broader governance risk perception.