David F. Dierker
About David F. Dierker
Independent director of Peoples Bancorp Inc. (PEBO), age 67, serving continuously since 2014; retired banking executive who was Chief Administrative Officer at SunTrust Banks, Inc. from 2006–2013 and held senior roles there from 1996–2013, bringing 36+ years of financial institution experience . The Board determined he is independent under Nasdaq rules; the Board held 11 meetings in 2024 and each incumbent director attended at least 85% of aggregate Board and committee meetings during their service; all incumbent directors participated in the 2024 annual meeting . He is Audit Committee Chair and is designated an “audit committee financial expert” and “financially sophisticated” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunTrust Banks, Inc. | Chief Administrative Officer | 2006–2013 | Directed HR, internal audit, business strategy, supplier management, corporate real estate, regulatory reform, and corporate communications; deep finance and administration expertise supporting audit and risk oversight . |
| SunTrust Banks, Inc. | Senior executive positions | 1996–2013 | Broad leadership across finance/administration; more than 36 years in financial institutions . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy does not list any current public company directorships for Mr. Dierker . |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 11 | Committee of six; responsible for auditor oversight, ICFR, related-party reviews; Board designated Dierker as an “audit committee financial expert” and “financially sophisticated” . |
| Governance & Nominating | Member | 5 | Oversees director selection, independence determinations, ESG oversight, Board evaluations . |
| Risk | Member | 6 | Reviews ERM, risk appetite/limits, compliance, credit/market/operational risk; comprised of independent directors plus CEO . |
| Executive | Member | 0 | Charter provides authority between Board meetings; did not meet in 2024 . |
- Independence: Board affirmed Dierker’s independence; Board is led by an independent non-executive Chair; majority independent structure with separate committee chairs .
- Attendance and engagement: All incumbent directors met or exceeded 85% attendance in 2024; executive sessions of independent directors occurred during each Board meeting, presided over by the Chair .
- Legal/regulatory: No director, including Dierker, is disclosed as involved in legal proceedings requiring reporting in the proxy .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Director Retainer (Total) | $92,500 | Paid 50% cash and 50% unrestricted common shares; applicable to all non-employee directors . |
| Cash Portion of Retainer | $46,250 | Quarterly installments . |
| Equity Portion of Retainer (Unrestricted Shares) | $46,250 | Grant-date fair value of common shares issued quarterly . |
| Audit Committee Chair Retainer | $12,500 | Additional cash retainer for Audit Chair . |
| Travel Fees (if applicable) | As incurred | $150 per trip ≥50 miles or reimbursement for longer travel; not itemized per director . |
| All Other Compensation | $72 | Group term life insurance premium . |
| Change in Nonqualified Deferred Comp Earnings | $32,483 | Earnings on director deferred comp account; not “above market” per SEC rules . |
| Total Reported Compensation (2024) | $137,555 | Sum of above per Director Compensation table . |
Updates effective April 1, 2025:
- Annual director retainer increased to $105,000; Audit Chair retainer increased to $20,000; other committee chair retainers increased to $10,000; Board Chair retainer increased to $60,000 .
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Director Equity (unrestricted common shares) | Delivered quarterly as part of retainer; not subject to vesting | None; directors do not receive options or incentive plan compensation; 2024 Option Awards and Non-Equity Incentive columns are zero for directors . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| None disclosed | — | No shared public-company directorships, supplier/customer interlocks, or committee positions disclosed for Dierker in the proxy . |
Expertise & Qualifications
- Audit/Financial Reporting; Banking Industry; Risk Management; Compensation/Human Capital; Corporate Governance; Financial Regulatory; Business Analytics—skills identified for Dierker in the Board Skills Matrix and elaborated in the proxy .
- Designated audit committee financial expert; supports high-quality financial oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common shares) | 1,578 | Sole voting/investment power; reflects less than 1% of shares outstanding . |
| Additional Share Interests (Deferred Stock Account) | 21,096 | Accrued in director Deferred Compensation Plan stock account; no voting or investment power; not acquirable within 60 days . |
| Total Share Interests (Beneficial + Deferred) | 22,674 | Sum as reported . |
| Ownership Guidelines | ≥3× annual base director retainer within 5 years of election | Corporate Governance Guidelines require directors to reach 3× retainer; timing/compliance status is not individually disclosed . |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits margin accounts, pledging, short-term trading, options, hedging/monetization transactions . |
Governance Assessment
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Strengths:
- Independent director with deep banking operations experience; Audit Committee Chair and designated financial expert—supports robust financial reporting oversight .
- Multi-committee service (Audit, Risk, Governance & Nominating, Executive) with structured charters and regular meeting cadence; Board conducts executive sessions each meeting, reinforcing independent oversight .
- Clear related-person transaction policy with Audit Committee review; loans and related-party banking transactions comply with Regulation O; no adverse credit classifications reported .
- Insider Trading Policy bans pledging/hedging; director stock ownership guidelines promote alignment .
-
Watch items and potential red flags:
- Director compensation increases approved for 2025 (retainer and chair fees) may indicate upward pay pressure; monitor mix and alignment as cash/equity levels rise .
- Beneficial share ownership is modest (<1%); while a substantial deferred stock account exists, it does not carry voting rights; guideline compliance is not individually disclosed—monitor for adherence to 3× retainer guideline .
- No legal proceedings or related-party conflicts are disclosed for Dierker; continue to monitor ordinary-course banking relationships under the Related Person Transaction Policy .