Dwight E. Smith
About Dwight E. Smith
Dwight E. Smith (age 67) is an independent director of Peoples Bancorp Inc. (PEBO) who joined the Board in 2023. He founded Sophisticated Systems, Inc. (SSI), an IT services firm later acquired by IP Pathways in February 2023, where he served as Founder Emeritus until retiring on July 31, 2023 . His board experience includes service at State Auto Mutual Company (17 years) and as a director of the Federal Reserve Bank of Cleveland (2017–2022) . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sophisticated Systems, Inc. (SSI) | Founder, President & CEO | Founder; through Feb 2023 acquisition | Built and led IT services across cloud, cybersecurity, managed services |
| IP Pathways, LLC | Founder Emeritus | Feb 2023 – Jul 31, 2023 | Assisted transition post-acquisition |
| State Auto Mutual Company | Director | ~2005 – Mar 2022 (17 years) | Experience with Audit, Compensation, Nominating & Governance committees |
| Federal Reserve Bank of Cleveland | Director | 2017 – 2022 | Federal Reserve governance; financial regulatory oversight context |
External Roles
| Organization | Role | Status |
|---|---|---|
| Nationwide Children’s Hospital | Director | Current, as disclosed |
| Online Computer Library Center (OCLC) | Director | Current |
| Highlights Foundation | Director | Current |
| My Special Word | Director | Current |
Board Governance
- Independence: Determined independent with no financial/personal ties beyond standard director compensation and ordinary-course banking relationships .
- Board attendance: Board met 11 times in 2024; each incumbent director attended ≥85% of Board and relevant committee meetings; all then-incumbent directors attended the April 25, 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each Board meeting, chaired by the non-executive Board Chair (Susan D. Rector) .
- Leadership: Non-executive independent Chair (Susan D. Rector); committee chairs are independent .
Committee Assignments (current and recent)
| Committee | Role | Notes / Appointment Timing |
|---|---|---|
| Risk Committee | Chair | Chair; Committee met 6× in 2024 |
| Audit Committee | Member | Appointed Apr 25, 2024; Committee met 11× in 2024 |
| Executive Committee | Member | Appointed Apr 25, 2024; did not meet in 2024 |
| Governance & Nominating Committee | Member | Served throughout 2024; Committee met 5× |
| Compensation Committee | Former Member | Served during 2024 until Apr 25, 2024 |
Fixed Compensation
- Structure: Annual director retainer paid 50% in cash and 50% in unrestricted PEBO common shares; committee chair retainers paid in cash only . Travel fee: $150 per meeting day for directors traveling ≥50 miles; reimbursement for longer travel/overnights .
- 2025 changes: Base director retainer increased to $105,000; chair retainers increased to $10,000 (Comp/Gov/Nom/Risk) and $20,000 (Audit); Board Chair increased to $60,000 .
Dwight E. Smith — Director Compensation (Realized)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Options ($) | Non-Equity Incentive ($) | Deferred Comp Earnings ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | $39,891 | $39,441 | — | — | — | — | $79,332 |
| 2024 | $52,110 | $46,250 | — | — | — | — | $98,360 |
Performance Compensation
- Directors do not receive performance-based incentive awards; equity grants are unrestricted common shares tied to the quarterly retainer. No stock options or performance share units are used for directors; the plan caps non-employee director equity value at $150,000 per fiscal year .
| Performance Metric | Applicable to Directors? | Notes |
|---|---|---|
| TSR / Revenue / EPS goals | No | Director pay comprised of cash + unrestricted common shares; no formulaic performance metrics |
Other Directorships & Interlocks
- No current public company directorships disclosed; prior long-tenure director at State Auto Mutual Company and ex-director at Federal Reserve Bank of Cleveland .
- Governance policy limits directors to ≤3 public company boards; advance notice required for new public boards .
- Related-party transactions governance: Audit Committee reviews and must approve/ratify any related-person transactions per policy; 2024 related-party banking transactions were ordinary course and on market terms, with no adverse credit features .
Expertise & Qualifications
- Board skills: Information Technology/Cybersecurity; Corporate Governance; Risk Management; Current/Former Business Owner .
- Summary: IT founder-operator with cybersecurity/cloud expertise; committee experience across audit, compensation, nominating, governance; financial regulatory context from Cleveland Fed board service .
Equity Ownership
| Date (Record) | Common Shares Presently Held | % of Class | Additional Share Interests (Deferred Director Stock) |
|---|---|---|---|
| Feb 26, 2024 | 3,416 | <1% | — |
| Feb 24, 2025 | 5,939 | <1% | — |
- Footnotes: Includes 1,500 shares (2024) and 2,500 shares (2025) held in an investment account over which he has sole voting/investment power .
- Ownership guidelines: Within 5 years of election, directors must own PEBO shares equal to ≥3× annual base director retainer; hedging and pledging of company stock are prohibited by Insider Trading Policy .
Governance Assessment
-
Positives
- Independent director with material risk oversight responsibilities as Risk Committee Chair; multi-committee engagement (Audit, Governance & Nominating, Executive) indicates substantive involvement .
- Strong attendance culture (≥85% for incumbents) and executive sessions each meeting; stable independent leadership with non-executive Chair .
- Director compensation mix includes ongoing equity via unrestricted common shares, and explicit stock ownership guidelines plus anti-hedging/anti-pledging policy support alignment with shareholders .
- Related-person transaction controls and Regulation O compliance reduce conflict risk; no director legal proceedings reported .
-
Watch items
- Personal share ownership is modest in absolute share count (5,939 as of Feb 24, 2025), though the guideline requires market value-based evaluation; disclosed materials do not state guideline compliance status for individual directors .
- As Risk Committee Chair, oversight rigor is critical amid evolving credit/compliance/IT operational risks; committee met 6 times in 2024, with broad ERM scope documented .
-
Red flags observed: None disclosed for Smith (no Section 16(a) issues, no related-party exceptions, no hedging/pledging, no legal proceedings) .