Douglas V. Wyatt
About Douglas V. Wyatt
Douglas V. Wyatt (age 63) is Executive Vice President and Chief Commercial Banking Officer of Peoples Bancorp Inc. (Peoples) and Peoples Bank, a role he has held since April 2017; he joined Peoples in April 2016 to lead commercial banking before his promotion . Prior to Peoples, he spent 11 years at Fifth Third Bank (2005–2016) and 16 years at U.S. Bank in commercial leadership roles, including President of the Central Ohio region . 2024 corporate performance metrics that influenced NEO pay included Pre‑Tax/Pre‑Provision (PTPP) ROAA, efficiency ratio, PTPP EPS, and net charge‑offs; Peoples delivered PTPP EPS of $5.03 (unadjusted), PTPP ROAA of 1.95%, an efficiency ratio of 57.93%, and net charge‑offs of 0.37% of average loans, generally between threshold and target on three of four metrics . For broader alignment context, 2024 net income was $117.2 million, PTPP EPS in the pay-versus-performance table was $3.31, and cumulative TSR translated a $100 investment to $99.02 versus $116.93 for the peer group .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peoples Bank (subsidiary of Peoples Bancorp) | EVP, Commercial Banking (led commercial LOB across central/southeastern OH, WV, KY) | Apr 2016 – Apr 2017 | Built/led commercial banking teams and coverage in core geographies |
| Peoples Bancorp/Peoples Bank | EVP, Chief Commercial Banking Officer | Apr 2017 – Present | Executive leadership of commercial banking franchise and growth execution |
| Fifth Third Bank | EVP, Senior Commercial Banker; VP, Commercial Banking Division | 2005 – Apr 2016 | Senior production/leadership roles in commercial banking |
| U.S. Bank | Various leadership roles incl. President, Central Ohio Region; led Commercial Banking for Central Ohio | 16 years (prior to 2006) | Regional P&L leadership and commercial growth in Central Ohio |
External Roles
- No external public-company board roles disclosed for Mr. Wyatt in the proxy; he serves on the Board of Managers of Vantage Financial, LLC (a Peoples subsidiary) since March 2022 .
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary | 310,000 | 325,501 | 350,000 |
| Non-equity incentive (actual paid for year) | 127,500 | 138,000 | 130,000 (paid 2/11/2025) |
| Stock awards (grant-date fair value) | 94,987 | 109,989 | 124,998 (granted 2/7/2024 for 2023 performance) |
| All other compensation | 38,348 | 42,917 | 48,990 |
| Total | 570,835 | 616,407 | 653,988 |
- 2024 plan design (targets for 2024 performance): non‑equity incentive threshold/target/maximum of $35,000/$140,000/$210,000; equity‑based incentive threshold/target/maximum of $26,250/$105,000/$175,000 .
- Base salary increase effective January 1, 2025: $362,000 .
Performance Compensation
| Metric (2024 corporate goals) | Weighting (Wyatt) | Threshold | Target | Maximum | 2024 Results |
|---|---|---|---|---|---|
| PTPP ROAA | 10.0% | 1.63% | 2.04% | 2.45% | 1.95% |
| Efficiency ratio | 10.0% | 59.04% | 57.32% | 55.60% | 57.93% |
| PTPP diluted EPS | 20.0% | $4.14 | $5.17 | $6.20 | $5.03 |
| Net charge-offs / avg total loans | 10.0% | 0.30% | 0.20% | 0.15% | 0.37% |
| Commercial banking LOB results | 25.0% | Various | Various | Various | Near target overall |
| Discretionary (individual performance) | 25.0% | — | — | — | Based on goals set for Salesforce adoption, talent, cross-sell, M&A integration |
| Incentive payout mix as % of base salary | 2023 | 2024 |
|---|---|---|
| Cash incentive as % of base salary | 42.4% | 37.1% |
| Equity-based incentive as % of base salary | 38.4% | 27.1% |
Equity award mechanics and vesting:
- Awards are full‑value restricted common shares with a three‑year cliff‑vesting schedule and performance gating: maintenance of “well‑capitalized” status and positive net income for each fiscal year in the vesting period; if a given year’s gating is not met, one‑third of the award does not vest .
- No stock options/SARs are outstanding for NEOs at year‑end 2024 .
Equity Ownership & Alignment
| Ownership and awards | Detail |
|---|---|
| Beneficial ownership (2/24/2025) | 25,767 common shares; <1% of outstanding |
| Unvested restricted shares (grant date → vest date) | 3,630 (2/8/2023 → 2/8/2026; performance‑gated) • 4,477 (2/7/2024 → 2/7/2027; performance‑gated) • 2,843 (2/11/2025 → 3‑year cliff; performance‑gated) |
| 2024 year‑end unvested detail and values | 2/9/2022: 2,949 sh ($93,454); 2/8/2023: 3,630 sh ($115,035); 2/7/2024: 4,477 sh ($141,876); priced at $31.69 on 12/31/2024 |
| Options outstanding | None |
| Stock holding requirement (NEOs) | Must retain 50% of “net shares” acquired from equity awards for the duration of employment |
| Hedging/pledging | Hedging and pledging of Peoples securities prohibited; pre‑clearance and open‑window trading rules apply |
Employment Terms
Change-in-control (CIC) structure and terms:
- Double trigger (CIC plus involuntary termination without cause or resignation for good reason required); restricted shares accelerate only if awards are not assumed or if post‑CIC termination occurs; no excise tax gross‑up .
Wyatt’s indicative payouts if termination occurred on 12/31/2024:
| Scenario | Cash severance | Welfare benefits | Unvested restricted shares | Total |
|---|---|---|---|---|
| Voluntary termination | — | — | $350,365 | $350,365 |
| Disability | — | — | $350,365 | $350,365 |
| Retirement | — | — | $350,365 | $350,365 |
| CIC involuntary/G.R. | $963,667 (2.0x base comp) | $19,015 | $350,365 | $1,333,047 |
| Death | — | — | $207,703 | $207,703 |
Additional plan terms:
- Retirement treatment of performance‑based restricted shares requires subsequent attainment of award performance goals; for grants on/after Nov 20, 2024, certain retirements require notice, 12‑month non‑compete, and cooperation to qualify for favorable treatment .
Perquisites and deferred compensation:
- 2024 “All other compensation” included 401(k) match $20,700, wellness $1,250, executive exam $2,772, NQDC match $7,816, and restricted share dividends $16,452 .
- NQDC Plan activity (2024): executive contributions $13,260; company contributions $7,816; earnings $5,555; year‑end balance $69,750 .
Investment Implications
- Pay-for-performance alignment and risk: Wyatt’s incentive mix is balanced between corporate (50%) and controllable commercial LOB metrics/individual goals (50%), with a “circuit breaker” and performance gating on equity, reducing tail‑risk behaviors and tying upside to fundamentals (PTPP ROAA/EPS, efficiency, credit) .
- Near‑term vesting cadence and selling pressure: Unvested tranches vest on 2/8/2026 (3,630 sh), 2/7/2027 (4,477 sh), and 2028 for the 2025 grant (2,843 sh), each subject to employment and annual performance gating; pre‑clearance/open‑window rules and a 50% net‑share holding requirement mitigate immediate sell‑downs upon vest .
- Retention and CIC economics: With a standard 2.0x cash multiple and double‑trigger CIC (no gross‑ups), plus ongoing unvested equity, Wyatt has moderate retention incentives without shareholder‑unfriendly parachute terms .
- Equity alignment quality: No options or SARs outstanding (reduced leverage), full‑value awards with three‑year cliffs and performance gating, and prohibitions on hedging/pledging support alignment with long‑term holders .
- Execution signal: Commercial banking LOB goals were achieved near target in 2024, supporting incentive payouts despite a miss on the NCO metric at the corporate level; his 2024 cash and equity payouts equaled 37.1% and 27.1% of base salary, respectively, consistent with outcome‑based pay .
Overall, the structure emphasizes stable retention and measured upside tied to credit quality and core profitability, with governance features (double‑trigger CIC, clawback, hedging/pledging bans, and stock holding) that restrict opportunistic selling and align incentives with durable TSR and earnings quality .