Frances A. Skinner

About Frances A. Skinner

Frances A. Skinner, age 60, has served as an independent director of Peoples Bancorp Inc. (PEBO) continuously since 2021. She is a CPA and CFA with 35+ years of experience across investment management, finance, leadership, and consulting, including co-founding AUM Partners and prior executive and board roles at Diamond Hill Investment Group. She currently also serves as an independent corporate director for Fenimore Asset Management (private) and Vice-President of Women Investment Professionals. The Board has designated her an Audit Committee Financial Expert.

Past Roles

External Roles

Board Governance

• Independence and structure: The Board comprises the CEO plus 10 non‑management directors; all non‑management directors, including Skinner, are independent under Nasdaq rules. The Board is led by an independent non‑executive Chair (Susan D. Rector) with independent chairs of key committees. Independent directors meet in executive session at each Board meeting.
• Committees (2024–2025):
  • Audit Committee – Member (committee chair: David F. Dierker); the Board designated Skinner as an “audit committee financial expert.” The Audit Committee held 11 meetings in 2024.
  • Compensation Committee – Member (committee chair: S. Craig Beam).
  • Risk Committee – Member (committee chair: Dwight E. Smith); the Risk Committee held 6 meetings in 2024.
• Attendance: The Board held 11 meetings in 2024; each incumbent director attended at least 85% of the aggregate Board and committee meetings during their service period. All then‑incumbent directors attended the April 25, 2024 annual meeting.
• Tenure: Director continuously since 2021.

Fixed Compensation

• Structure (2024): Annual retainer $92,500 per director, paid quarterly, 50% cash and 50% in unrestricted common shares; additional retainers: Audit Chair $12,500; Comp/Governance/Risk Chair $7,500; Board Chair $50,000; $150 travel fee for meetings >50 miles. Non‑employee directors may participate in group term life insurance (company‑paid premium) and can elect to defer cash and stock retainers under the Deferred Compensation Plan for Directors.
• Approved changes effective Apr 1, 2025: Base retainer increased to $105,000; Chair retainers increased to $20,000 (Audit) and $10,000 (Comp/Governance/Risk); Board Chair increased to $60,000.

Director compensation received by Skinner for 2024:

• Deferral elections (alignment signal): In 2024, Skinner voluntarily deferred $46,250 of the cash retainer and $46,250 of the equity retainer into the Deferred Compensation Plan for Directors. Earnings credited under the plan are not “above market” under SEC rules.

Performance Compensation

• Non‑employee directors receive fixed retainers (cash and unrestricted stock) and do not have performance‑based incentives; the 2024 director compensation table shows no non‑equity incentive plan compensation.

Other Directorships & Interlocks

• Compensation Committee Interlocks (Peoples): The proxy discloses no reciprocal interlocks; no Peoples executive officer served on another company’s board or compensation committee where an executive from that company served on Peoples’ Board/Compensation Committee in 2024. Banking transactions with committee members/families/entities were ordinary‑course, on market terms, and without unfavorable features.

Expertise & Qualifications

• CPA and CFA; designated by the Board as an Audit Committee Financial Expert and “financially sophisticated” under Nasdaq rules.
• 35+ years across investment management, finance, leadership and consulting; prior executive experience (CAO – Investments) and significant compensation and audit committee leadership at a public company.

Equity Ownership

• Stock ownership guidelines: Directors must own Peoples shares equal to at least 3x the annual base director retainer within five years of initial election; hedging, short sales, publicly‑traded options, and pledging/margin accounts are prohibited by policy. Skinner was elected in 2021, implying a compliance deadline in 2026 under the five‑year rule.

Governance Assessment

• Strengths for investor confidence:

  • Independence and engagement: Independent director; serves on three core committees (Audit, Compensation, Risk), with the Board designating her as an Audit Committee Financial Expert; Board/committee attendance for all incumbents was ≥85% in 2024; Audit Committee met 11x and Risk Committee 6x. These support effective oversight of financial reporting, pay, and enterprise risk.
  • Alignment signals: 50/50 cash/stock retainer structure and Skinner’s full deferral of both cash and equity portions in 2024 indicate long‑term alignment; equity grants are unrestricted common shares rather than options, emphasizing immediate ownership.
  • Policy guardrails: Strict prohibition on pledging/hedging; related‑party transactions overseen by the Audit Committee per charter. Section 16(a) compliance was complete (no delinquent filings).

• Potential risks/considerations:

  • External affiliations: Current role as an independent director at a private investment adviser (Fenimore) and prior executive/board roles at a public asset manager (Diamond Hill). No related‑party transactions or interlocks were disclosed, but continued monitoring for any business dealings with Peoples is prudent.
  • Chair influence: Skinner is not a committee chair; influence derives from multi‑committee participation and expertise rather than chair prerogatives.

• Compensation context:

  • Market positioning: Director pay is a mix of cash and stock with modest chair retainers; 2025 increases (base retainer to $105,000; higher chair fees) suggest periodic alignment to peer data while maintaining a simple, non‑performance model appropriate for director independence.

• RED FLAGS: None disclosed in the proxy regarding pledging/hedging, related‑party conflicts, delinquent filings, or attendance shortfalls.