M. Ryan Kirkham
About M. Ryan Kirkham
M. Ryan Kirkham (age 50) is Executive Vice President, General Counsel of Peoples Bancorp Inc. and Peoples Bank (since January 2019) and Corporate Secretary of Peoples Bancorp Inc. (since November 2011). He also serves as Secretary of Peoples Insurance Agency, LLC, Peoples Bank Foundation, Inc., Peoples Investment Company and Vantage Financial, LLC, with prior roles as Corporate Counsel at Peoples Bank and law practice at Strauss & Troy LPA and Graydon Head & Ritchey LLP; before law he worked at First Financial Bank (1996–2005) . Under his tenure as a named executive officer (NEO), Peoples delivered 2024 net income of $117.2 million, diluted EPS of $3.31, net interest income up 3% to $348.7 million, and an improved efficiency ratio of 58.0% versus 58.7% in 2023; one-year TSR was 26% in 2023 and the “Pay vs Performance” table shows a $100 investment value of $99.02 for 2024 (peer group $116.93) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peoples Bancorp Inc./Peoples Bank | EVP, General Counsel; Corporate Secretary | General Counsel Jan 2019–present; Corporate Secretary Nov 2011–present | Leads legal, governance, M&A support, and policy administration, including insider trading and clawback policies; key adviser to Board and executives . |
| Peoples Bank | Senior Vice President, General Counsel; Senior Vice President, Corporate Counsel; Vice President, Corporate Counsel; Associate Counsel | 2013–2019; 2013–2015; 2011–2013; 2010–2011 | Built in-house legal capability and compliance rigor; supported growth and integration efforts . |
| Strauss & Troy LPA (law firm) | Attorney | 2005–2008 | Commercial litigation/transactions; foundation for bank legal leadership . |
| Graydon Head & Ritchey LLP (law firm) | Attorney | 2008–2010 | Corporate and financial services law; bank/regulated entity focus . |
| First Financial Bank | Various roles | 1996–2005 | Early banking operations experience; informs risk/legal perspective . |
External Roles
No public company directorships disclosed; roles are internal or at controlled subsidiaries (Secretary/Director of subsidiaries as listed) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (base set) |
|---|---|---|---|---|
| Base Salary ($) | $250,000 | $300,000 | $312,000 | $322,000 (effective Jan 1, 2025) |
| All Other Compensation ($) | $28,245 | $33,006 | $39,654 (includes 401(k) match $20,700; wellness $1,250; exec health exam $3,973; NQDC match $491; restricted share dividends $13,240) |
Performance Compensation
| Component | Design (NEO-specific) | 2024 Target/Threshold/Max | 2024 Adjusted Actual Result | 2024 Kirkham payout |
|---|---|---|---|---|
| Corporate metrics weighting | 25% weighting for Kirkham (predominantly legal/compliance role); 75% individual performance | See per-metric below | See per-metric below | Cash incentive 41.4% of base ($129,100); equity 24.0% of base ($74,972) |
| Pre-Tax/Pre-Provision ROAA | 5% weighting (of total) | 1.63% / 2.04% / 2.45% | 1.95% (adjusted) | Contributed between threshold and target to corporate pool |
| Efficiency Ratio | 5% weighting | 59.04% / 57.32% / 55.60% | 57.93% (adjusted) | Between threshold and target |
| Pre-Tax/Pre-Provision Diluted EPS ($) | 10% weighting | $4.14 / $5.17 / $6.20 | $5.03 (adjusted) | Between threshold and target |
| Net Charge-offs / Avg Total Loans | 5% weighting | 0.30% / 0.20% / 0.15% | 0.37% (adjusted) | Below threshold; dampened payouts |
| Individual performance | 75% weighting (legal & compliance execution, governance, risk/legal advisory, M&A support) | Qualitative/quantitative per goals | Achieved varying degrees across NEOs | Supports overall payout levels |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 12,454 common shares as of Feb 24, 2025 (includes 658 ESPP shares; remainder includes unvested restricted) . Reflects <1% of shares outstanding . |
| Unvested restricted shares (grant/vesting) | 2,970 (granted Feb 8, 2023; 3-year cliff vest on Feb 8, 2026, performance criteria apply) ; 3,724 (granted Feb 7, 2024; vest Feb 7, 2027, performance criteria apply) ; 2,244 (granted Feb 11, 2025; 3-year cliff vest, performance criteria apply) . |
| Market value of unvested awards at 12/31/2024 | $70,827 (2022 grant 2,235 shares); $94,119 (2023 grant 2,970); $118,014 (2024 grant 3,724); price $31.69 . |
| Options/SARs | None held; no options outstanding for NEOs . |
| Ownership/holding policies | NEO stock holding requirement: must hold 50% of net shares from equity awards while employed; equity vests only if well-capitalized status and positive net income are maintained during vesting period (performance-vested restricted shares) . |
| Hedging/pledging | Insider Trading Policy prohibits hedging, short-term trading, pledging, and margin accounts; pre-clearance required; quarterly blackout windows apply . |
Deferred Compensation (NQDC Plan)
| Metric (2024) | Amount |
|---|---|
| Executive contributions ($) | $8,190 |
| Company match ($) | $491 |
| Aggregate earnings ($) | $3,439 |
| Year-end account balance ($) | $19,467 |
Vesting schedules (specific awards)
- Feb 7, 2024 grant: 3,724 restricted shares to Kirkham; three-year cliff vest on Feb 7, 2027; vesting also requires well-capitalized status and positive net income each year in vesting period; dividends accrue and pay upon vesting .
- Feb 8, 2023 grant: 2,970 restricted shares; three-year cliff vest on Feb 8, 2026; same performance criteria apply .
- Feb 11, 2025 grant: 2,244 restricted shares; three-year cliff vest; same performance criteria apply .
Employment Terms
- Change-in-control: Double-trigger agreements; severance payable only upon change-in-control and termination without cause or for good reason; restricted shares vest if successor refuses assumption/substitution or if terminated without cause/for good reason post-change-in-control; no excise tax gross-ups; severance formula uses current annualized base salary plus 3-year average cash incentive .
- Clawback: Policy requires recovery of erroneously awarded incentive compensation (cash and equity) paid in the prior 3 completed fiscal years in event of “Big R” or “little r” restatement; includes stock price/TSR-based awards; no indemnification; Board/Comp Committee administers and enforces .
- Award agreement non-compete/non-solicit: Retirement vesting eligibility includes agreement to enter enforceable non-compete covenants for at least 12 months post-retirement and advance notice; non-solicitation and confidentiality covenants apply .
- Insider trading controls: Pre-clearance, blackout windows, event-specific restrictions; bans on hedging/pledging; 10b5-1 plan guidelines with cooling-off periods .
Compensation Structure Analysis
| Aspect | Observations |
|---|---|
| Cash vs equity mix | 2024 total direct comp $516,072 comprised of base $312,000, cash incentive $129,100 (41.4% of base), and equity $74,972 (24.0% of base); mix shows predominant at-risk pay linked to corporate and individual goals . |
| Metrics rigor | Corporate scorecard uses PTPP ROAA, Efficiency Ratio, PTPP EPS, and Net Charge-offs; 2024 results were near target for first three, worse than threshold for net charge-offs (dampening awards) . |
| Equity award features | Three-year cliff vest with annual performance gates (capital status, positive net income); holding requirement of 50% of net shares promotes long-term alignment; no stock options (reduces repricing risk) . |
| Clawback/controls | Robust clawback aligned with SEC/Nasdaq rules; strict insider trading policy including pre-clearance and prohibitions on hedging/pledging . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial owner status | As of Feb 24, 2025, Kirkham beneficially owned 12,454 shares; less than 1% of class (35,670,704 outstanding) . |
| Vested vs unvested | Multiple unvested restricted awards outstanding (2022–2024 grants), with additional 2025 grant; no options; dividends on restricted accrue and pay upon vest . |
| Pledging/hedging | Prohibited across directors, officers, employees; margin accounts and publicly-traded options banned . |
| Ownership guidelines | NEO holding requirement: maintain 50% of net shares from equity awards while employed . |
Performance & Track Record
- 2024 highlights: Net income $117.2 million; diluted EPS $3.31; net interest income $348.7 million (+3% YoY); efficiency ratio 58.0% (improved); book value/tangible book value per share increased to $31.26 / $19.94 .
- 2024 corporate metric outcomes used for incentives: PTPP ROAA 1.95%; efficiency ratio 57.93%; PTPP EPS $5.03; net charge-offs 0.37% (worse than threshold) .
- TSR context: One-year TSR in 2023 was 26%; pay-versus-performance for 2024 shows $100 initial investment value for Peoples at $99.02, peer group $116.93 .
Compensation Peer Group & Governance
- Peer group (2024 framework for 2024 compensation decisions) spans 26 publicly-traded regional banks (e.g., AUB, WSBC, FRME, FFBC, TOWN, CBU, NWBI, SASR, NBTB, FCF, EGBN, PRK, STBA, SRCE, SYBT, PFC, TMP, HBNC, LKFN, CHCO, GABC, CCNE, CTBI, FISI, THFF, FMNB; Peoples at $9.3B assets, matching peer median) .
- Independent compensation consultant: Pay Governance; Compensation Committee determined independence; consultant assisted with realizable pay analysis, benchmarking, and program review .
- Compensation Committee composition and independence affirmed; committee administers equity/incentive plans and risk review .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote (for 2023 compensation): 98% approval (20,623,659 votes in favor including abstentions) .
- 2025 Annual Meeting results: 21,094,639 for; 463,104 against; 236,278 abstentions on executive compensation advisory resolution .
Risk Indicators & Red Flags
- Section 16(a) compliance: Peoples disclosed all required insider ownership reports were timely for 2024 and 2025 proxies (no late filings noted for Kirkham) .
- Hedging/pledging prohibited; strong clawback adopted in 2024 to comply with SEC/Nasdaq .
- No legal proceedings involving Kirkham disclosed .
Investment Implications
- Alignment: Kirkham’s at-risk pay (cash and equity) tied to core bank performance with strict gates (capital/earnings) and mandatory post-vest holding—reducing short-termism and promoting risk-aware execution .
- Selling pressure risk: No options; equity is time/performance-vested with dividends deferred to vest; insider trading policy and blackouts limit opportunistic sales; pledging banned, lowering forced selling risk .
- Retention: Equity with three-year cliff vesting plus change-in-control double-trigger severance support retention; retirement vesting requires non-compete commitment, reinforcing continuity in legal/compliance leadership .
- Governance: Robust clawback and disciplined Compensation Committee oversight (independent consultant) mitigate pay-for-performance misalignment and excess risk taking .
Note: Tables, figures, and facts above are drawn from Peoples’ DEF 14A (2024, 2025), Form 10-K (FY 2024), and April 28, 2025 Form 8-K. All vesting dates, award counts, compensation amounts, policies, and performance measures cited reflect those filings.
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