Hugh J. Donlon
About Hugh J. Donlon
Hugh J. Donlon is Executive Vice President, Community Banking at Peoples Bancorp Inc. (PEBO) and Peoples Bank, serving since September 2023; he was age 61 as of the 2025 proxy and age 60 as of the 2024 proxy . He previously led lending and business banking across multiple institutions (Citibank, KeyBank, Astoria Bank, Alma Bank) before joining Peoples, bringing deep commercial and community banking expertise . In 2024, his incentive design weighted corporate scorecard metrics and community banking line-of-business results, with overall payouts reflecting performance between threshold and target across corporate metrics and near-target results in his business lines .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peoples Bancorp Inc. / Peoples Bank | EVP, Community Banking | Sep 2023–present | Individual goals emphasized setting objectives across lines of business, improving sales performance, integrating specialty finance, and ensuring integration of acquired businesses |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alma Bank (NY) | EVP, Chief Lending Officer | 2021–Aug 2023 | Senior lending leadership (credit and portfolio oversight implied by role) |
| Blue Sky Partners, LLC | Managing Member | 2018–2020 | Consulting leadership (advisory capacity implied by role) |
| Astoria Bank (NY) | Senior EVP, Chief Lending Officer | 2014–2017 | Senior lending leadership (institution-wide lending oversight implied) |
| KeyBank, N.A. (Albany, NY) | Region President, Eastern Division | 2008–2014 | Regional P&L and growth leadership implied by role |
| Citibank, N.A. (NY) | Various roles incl. Managing Director, U.S. Business Banking | 1985–2008 | U.S. business banking leadership implied by title |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (effective Jan 1) |
|---|---|---|---|
| Base Salary ($) | $162,879 | $500,000 | $515,000 |
| Guaranteed / Sign-on Bonus ($) | $250,000 (paid Feb 7, 2024) | — | — |
| All Other Compensation ($) | $35,339 | $57,618 | — |
Performance Compensation
| Metric | Weighting (2024) | Target (2024) | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Pre-Tax/Pre-Provision ROAA | 7.0% | 2.04% | 1.95% | Contributed to overall payout between threshold and target | n/a (cash component) |
| Efficiency Ratio | 7.0% | 57.32% | 57.93% | Contributed to overall payout between threshold and target | n/a |
| Pre-Tax/Pre-Provision Diluted EPS | 14.0% | $5.17 | $5.03 | Contributed to overall payout between threshold and target | n/a |
| Net Charge-offs / Avg Total Loans | 7.0% | 0.20% | 0.37% | Below threshold for one metric; overall payouts reduced accordingly | n/a |
| Community Banking Line-of-Business Goals | 35.0% | Various | Near target across measures | Supports cash/equity pool creation | n/a |
| Individual (Discretionary) | 30.0% | Qualitative/quantitative | Achieved to varying degrees | Included in payout | n/a |
| Annual Cash Incentive (as % of base) | — | — | 40.0% | $199,800 | Paid Feb 11, 2025 |
| Long-Term Equity Incentive (as % of base) | Target 40.0% for EVP Community Banking | 40.0% | 32.0% | 4,788 restricted shares granted | 3-year cliff; performance & service conditions |
Equity Grants and Vesting Schedule
| Grant Date | Type | Shares (#) | Grant Fair Value ($) | Vest Date | Vesting Conditions |
|---|---|---|---|---|---|
| Oct 1, 2023 | Restricted common shares (recruitment award) | 7,936 | $199,987 | Oct 1, 2026 | 3-year cliff; continued employment; Peoples must remain well-capitalized and have positive net income each year; one-third reduction if criteria not met in a year |
| Feb 11, 2025 (for 2024 performance) | Restricted common shares | 4,788 | — | Feb 11, 2028 | 3-year cliff; continued employment; same performance conditions as prior grants; dividends accrue and are paid upon vesting |
Equity Ownership & Alignment
| Metric | Feb 26, 2024 | Feb 24, 2025 |
|---|---|---|
| Beneficial Ownership (Common Shares Presently Held) | 7,936 (unvested restricted shares included) | 13,554 (includes 7,936 Oct 2023 grant and 4,788 Feb 2025 grant) |
| Ownership as % of Shares Outstanding | <1% | <1% |
| Unvested Restricted Shares | 7,936 | 7,936 + 4,788 |
| Pledging/Hedging | Prohibited for NEOs; pre-clearance required for trading | Prohibited for NEOs; pre-clearance required |
| Holding Requirement | Must retain at least 50% of vested restricted shares (net of shares surrendered for taxes) while employed | Must retain 50% of vested restricted shares while employed |
| Options | None reported; no exercises in 2023 | None reported; no exercises in 2024 |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | None; Peoples has not entered into employment agreements with NEOs |
| Change-in-Control (CIC) Agreement | Double-trigger required (CIC + qualifying termination) |
| CIC Severance Multiple | 2.0x base annual compensation (Donlon) |
| Base Annual Compensation Definition | Sum of annualized base salary for year of CIC + average annualized cash incentive awards for last 3 years; special rules if <3 years at Peoples |
| Welfare Benefits Continuation | Medical, dental, life insurance for 12 months |
| Non-Compete | 12 months post-termination; geographic scope per Peoples Bank’s CRA Statement market delineation |
| Confidentiality | Must not disclose confidential information |
| Clawback | Executive incentive compensation clawback policy in place |
CIC Economics Snapshot (had CIC termination occurred on Dec 31, 2024)
| Component | Amount |
|---|---|
| Lump-Sum Cash (2.0x base annual compensation) | $1,500,000 |
| Welfare Plan Benefits | $23,573 |
| Unvested Restricted Shares Value | $251,492 |
| 280G Reduction (Cutback) | ($275,065) |
Investment Implications
- Pay-for-performance alignment: Donlon’s 2024 payouts were formulaic and tied to a corporate scorecard and community banking LOB metrics, resulting in cash equal to 40% of base ($199,800) and equity equal to 32% of base when corporate results fell between threshold and target and LOB results were near target .
- Retention and selling pressure: Equity grants are 3-year cliff and subject to annual performance conditions; no vesting occurred for Donlon in 2024, and he must hold at least 50% of vested shares, reducing near-term sell pressure and strengthening alignment; hedging/pledging is prohibited .
- CIC protection without gross-ups: CIC terms include double-trigger, 2.0x base annual compensation, 12-month non-compete and welfare benefits, and an explicit 280G cutback, limiting excess parachute exposure; no tax gross-ups were disclosed .
- Execution focus: Individual goals emphasize improving sales performance, integrating specialty finance, and integration of acquisitions in community banking—key levers for Donlon’s value creation within Peoples’ growth strategy .