Kathryn M. Bailey
About Kathryn M. Bailey
Executive Vice President, Chief Financial Officer and Treasurer of Peoples Bancorp Inc. and Peoples Bank since October 2020; age 42; Certified Public Accountant; joined Peoples in 2011 after five years at PricewaterhouseCoopers LLP in Cleveland . 2024 corporate performance context: net income $117.2 million, diluted EPS $3.31, efficiency ratio 58.0%, net interest income $348.7 million (+3% YoY), book value per share $31.26, with cumulative TSR value of a $100 initial investment at $99.02 vs. peer group $116.93 . Executive compensation design ties awards to pre‑tax/pre‑provision ROAA, PTPP EPS, efficiency ratio, and credit quality, with shareholder say‑on‑pay approval at 98% in 2024 for prior year pay .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peoples Bancorp/Peoples Bank | EVP, CFO & Treasurer | Oct 2020–present | Oversees finance, serves on boards of internal subsidiaries (PIA LLC Treasurer; Vantage Financial LLC Manager), investor engagement . |
| Peoples Bancorp/Peoples Bank | Senior VP, Director of Finance | Jan 2019–Dec 2022 | Led treasury/finance, risk and control environment responsibilities . |
| Peoples Bank | Senior VP, Controller | Oct 2015–Jan 2019 | Led controllership and SEC reporting . |
| Peoples Bank | Controller & VP, Controller | Jun 2012–Oct 2015 | Advanced finance operations . |
| Peoples Bank | SEC Reporting Manager | May 2011–Jun 2012 | Managed SEC reporting . |
| PricewaterhouseCoopers LLP (Cleveland) | Assurance | Sep 2006–May 2011 | CPA–led audit experience . |
External Roles
Skip – none disclosed outside Peoples subsidiaries .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 325,000 | 395,000 | 432,000 |
| Target Cash Incentive (% of base) | 40.0% (Other Executive Officers target) | 40.0% (program unchanged) | 40.0% |
| Maximum Cash Incentive (% of base) | 60.0% | 60.0% | 60.0% |
| Target Long‑Term Equity (% of base) | 30.0% | 30.0% | 30.0% |
| Maximum Long‑Term Equity (% of base) | 50.0% | 50.0% | 50.0% |
| All Other Compensation ($) | 48,990 | 61,576 | 69,264 |
Summary Compensation Mix (reported grant‑date values):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 99,980 | 364,981 | 139,991 |
| Cash Incentive (Non‑Equity) ($) | 132,000 | 179,300 | 139,500 |
| Total ($) | 605,970 | 1,000,857 | 780,755 |
Notable perquisites and benefits (2024): 401(k) match $20,700, NQDC match $15,935, accrued restricted share dividends $32,628; wellness/executive health exam not listed for Bailey in 2024 .
Performance Compensation
| Element | Metric | Weighting (Bailey) | 2024 Target | 2024 Actual (Adjusted) | Payout |
|---|---|---|---|---|---|
| Annual Cash | PTPP ROAA | 14.0% | 2.04% | 1.95% | Contributed between threshold and target . |
| Annual Cash | Efficiency Ratio | 14.0% | 57.32% | 57.93% | Between threshold and target . |
| Annual Cash | PTPP Diluted EPS | 28.0% | $5.17 | $5.03 | Between threshold and target . |
| Annual Cash | Net Charge‑offs / Avg Loans | 14.0% | 0.20% | 0.37% | Below threshold . |
| Annual Cash | Individual Objectives | 30.0% | Qualitative/quantitative goals | Achieved to varying degrees | Included in payout . |
| Annual Cash | Circuit breaker | N/A | PTPP EPS ≥ $2.59; NPAs/Assets ≤ 2% | Met (PTPP EPS $5.03; NPAs 0.53%) | Enabled payouts . |
Awards earned (Bailey, for 2024 performance paid in Feb 2025):
- Cash incentive: $139,500 (32.3% of 2024 base salary) .
- Long‑term equity: $119,975 grant‑date fair value; 3,591 restricted shares granted Feb 11, 2025; 3‑year cliff vest; performance condition: Peoples well‑capitalized and positive net income each year of vesting period; dividends accrue and pay upon vesting .
Equity Ownership & Alignment
| Ownership Item | Details |
|---|---|
| Beneficial ownership (Feb 24, 2025) | 44,745 common shares; less than 1% of outstanding . |
| Direct ESPP holdings | 4,142 shares . |
| Unvested restricted shares outstanding (as of Feb 24, 2025) | 3,795 (granted Feb 8, 2023; 3‑yr cliff with performance condition) ; 9,604 (granted Jun 1, 2023; vests Jun 1, 2028; time‑based) ; 5,014 (granted Feb 7, 2024; 3‑yr cliff with performance condition) ; 3,591 (granted Feb 11, 2025; 3‑yr cliff with performance condition) . |
| Options/SARs | None outstanding . |
| Stock holding requirement | Must retain 50% of “net shares” from vested/exercised awards while employed . |
| Hedging/pledging | Prohibited for all directors, officers, and employees (including Bailey) . |
Vesting schedule (Bailey – key grants):
| Grant Date | Shares | Vest Date | Vesting Terms |
|---|---|---|---|
| Feb 8, 2023 | 3,795 | Feb 8, 2026 | 3‑yr cliff; must remain employed; performance condition: well‑capitalized and positive net income each year; 1/3 forfeiture per unmet year . |
| Jun 1, 2023 | 9,604 | Jun 1, 2028 | 5‑yr cliff; time‑based employment condition . |
| Feb 7, 2024 | 5,014 | Feb 7, 2027 | 3‑yr cliff; employment and annual performance condition as above; dividends accrue/pay upon vest . |
| Feb 11, 2025 | 3,591 | Feb 11, 2028 | 3‑yr cliff; employment; performance condition as above; dividends accrue/pay upon vest . |
Employment Terms
- Change‑in‑control agreement: double‑trigger (requires a change in control plus termination without cause or resignation for good reason for severance); CIC equity vesting accelerates only if successor does not assume awards or upon double trigger; severance calculated as annualized current year base salary plus average of annual cash incentives over prior three years; no excise tax gross‑ups .
- Clawback: recovery of erroneously awarded incentive compensation (cash and equity) for three completed fiscal years preceding a restatement; applies to executive officers under SEC/Nasdaq rules .
- Insider trading controls: pre‑clearance process; trade only in open windows; prohibits hedging/pledging/short‑term trading .
- Deferred compensation: Bailey participated in NQDC Plan (executive contributions $16,546; company contributions $15,935; year‑end balance $79,783) .
- Retirement definitions (equity awards): revised November 20, 2024 to allow retirement eligibility at age 55 with ≥7 years of service under additional conditions (notice, non‑compete ≥12 months, cooperation) or age 62 with ≥5 years; death/disability vesting rules specified .
Investment Implications
- Pay‑for‑performance alignment: Bailey’s 2024 incentives paid between threshold and target levels consistent with corporate results; cash payout 32.3% and equity grant 27.8% of base, with performance‑conditioned vesting that mitigates short‑termism .
- Selling pressure outlook: Upcoming vest dates (Feb 2026, Feb 2027, Jun 2028, Feb 2028) and 50% net‑share holding requirement plus hedging/pledging prohibitions reduce immediate supply from vesting; dividends accrue until vesting, creating retention incentives .
- Alignment and risk controls: Double‑trigger CIC, no tax gross‑ups, robust clawback, circuit breakers, and balanced scorecard reduce excessive risk‑taking; say‑on‑pay support at 98% signals shareholder acceptance of program design .
- Performance context: 2024 net income and book value growth despite credit cost pressure (NCOs 0.37% vs 0.20% target) supports conservative payouts; TSR lag vs peers in 2024 underscores importance of longer‑term vesting and equity mix to align management with sustained value creation .