Matthew J. Macia
About Matthew J. Macia
Executive Vice President and Chief Risk Officer of Peoples Bancorp Inc. (PEBO) and Peoples Bank since August 2024; age 56. Prior roles include Head of Financial, Model and Investment Risk at Edward Jones (2022–2023), CRO at Bank of the Sierra (2019–2021), Bank CRO/Senior Managing Director at TIAA Bank (2014–2019), and senior risk roles at Bank of America, Wachovia/Wells Fargo (2003–2012). Education: BA in Economics from Fresno State University (disclosed in prior employer SEC filings). At the enterprise level, PEBO reported record net income of $117.2M in 2024 vs $113.4M in 2023, improved efficiency ratio to 58.0%, and pay-versus-performance analysis shows TSR and compensation alignment trends used in executive pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edward Jones | Senior Director, Head of Financial, Model & Investment Risk | 2022–2023 | Led risk oversight across financial, model, and investment risk domains . |
| Bank of the Sierra (Sierra Bancorp) | Executive Vice President, Chief Risk Officer | 2019–2021 | Established and led bank-wide risk framework; employment agreement set CRO pay, options, severance/change-in-control terms . |
| TIAA Bank | Bank Chief Risk Officer, Senior Managing Director | 2014–2019 | Directed enterprise risk at a national bank . |
| Bank of America | SVP, Deposit & Small Business Lending Risk Executive | 2012–2014 | Managed risk for deposits and small-business lending . |
| Wachovia/Wells Fargo | Various risk roles | 2003–2012 | Progressively senior risk functions at large banks . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fresno State University | BA, Economics | — | Foundational training referenced in prior employer filing . |
Fixed Compensation
No Macia-specific pay was itemized in PEBO’s 2025 proxy (not a named executive officer). Program-level structures for executive officers: base salaries benchmarked near median peers; notable 2024 adjustments for other NEOs (e.g., CEO base increased to $700k effective 1/1/2025) reflect market and performance alignment .
Performance Compensation
PEBO’s annual and long-term incentive framework for executives uses a balanced scorecard with defined thresholds/targets/maximums and payout potentials. “Other Executive Officers” (the tier applicable to EVP roles) have cash incentive payout potentials of 10%/40%/60% of base salary (threshold/target/maximum) and long-term equity payout potentials of 7.5%/30%/50% of base salary via restricted stock, subject to three-year cliff vesting and annual performance conditions (well-capitalized and positive net income each vest year). Macia-specific weightings/payouts were not disclosed; program-level metrics and 2024 results are below .
| Metric | Program Weighting (EVP tier – indicative) | 2024 Target | 2024 Actual (Adjusted) | Notes on Payout/Vesting |
|---|---|---|---|---|
| Pre-Tax/Pre-Provision ROAA | Program-level weighting varies by function; EVP tiers generally emphasize corporate metrics (examples: 25–50%) | 2.04% | 1.95% | Between threshold and target; contributes to partial cash/equity pool . |
| Efficiency Ratio | As above | 57.32% | 57.93% | Between threshold and target; supports reduced payouts . |
| Pre-Tax/Pre-Provision Diluted EPS | As above | $5.17 | $5.03 | Between threshold and target; supports reduced payouts . |
| Net Charge-Offs / Avg Loans | As above | 0.20% | 0.37% | Below threshold; negative impact to payouts . |
| Long-Term Incentive (Restricted Shares) | EVP tier threshold/target/max: 7.5%/30%/50% of base | — | — | Three-year cliff vest; annual performance gates (well-capitalized and positive net income); 1/3 forfeiture if a gate is missed . |
Absolute minimum “circuit breaker” for 2024 payouts required PTPP EPS ≥ $2.59 and nonperforming assets/total assets ≤ 2% (both achieved) .
Equity Ownership & Alignment
- Stock holding requirement: executives must retain 50% of “net shares” from vested equity awards for the duration of employment .
- Hedging/pledging: prohibited for directors, officers, and employees under PEBO’s Insider Trading Policy (no margin, shorting, options/derivatives, or pledging) .
- Beneficial ownership: not itemized for Macia in the 2025 proxy (ownership table covers directors and named executive officers) .
Employment Terms
- Change-in-control (CIC): PEBO uses double-trigger CIC agreements (termination without cause or resignation for good reason following a defined CIC). Severance for EVPs typically equals 2.00× “base annual compensation” (base salary plus average cash incentives over prior 3 years), 12 months of medical/dental/life continuation, confidentiality, and a 12-month non-compete; CEO receives 2.99× and 36 months of benefits with a 15-month non-compete. No excise tax gross-ups; Section 280G cutback as applicable .
- Clawback: three-year lookback to recover erroneously awarded incentive pay (cash and equity) upon accounting restatement per SEC/Nasdaq rules .
- Deferred compensation/benefits: executives eligible for 401(k) with 6% match, ESPP with up to 15% discount, split-dollar BOLI life benefits ($50k while employed; $25k post-retirement), and a nonqualified deferred compensation plan (NQDC) with elective deferrals and company matching credited as deemed investments .
Performance & Track Record
- 2024 enterprise performance highlights: net income $117.2M, dividend consistency ($0.40/quarter in 2H24–Q1’25), efficiency ratio improved to 58.0%, NIM 4.21%, and increased loans/deposits—all factors underpinning performance goals used in executive pay .
- Pay-versus-performance: cumulative TSR fell in 2024 vs 2023 ($100 initial investment value: $99.02 in 2024 vs $126.29 in 2023), consistent with reduced equity award value; the framework shows directional alignment between compensation actually paid and TSR/financial measures over most years .
- Say-on-pay: 98% approval on 2023 NEO compensation (voted at 2024 meeting), sustaining shareholder support for pay design .
Compensation Committee Analysis
- Committee composition: all independent directors; cross-committee risk oversight (Audit, Compensation, Risk) .
- Independent consultant: Pay Governance engaged for market benchmarking, realizable pay vs TSR analysis, and incentive plan design; determined independent with no conflicts .
- Peer group: 26 regional/community banks ($5.1B–$24.6B assets), with PEBO at median $9.3B assets; benchmarking drives target-setting and pay mix .
Risk Indicators & Red Flags
- Positive: double-trigger CIC, clawback, no excise tax gross-ups, prohibitions on hedging/pledging, defined circuit breakers, balanced scorecard, and retention-focused cliff vesting reduce excessive risk-taking .
- No disclosed legal proceedings for executive officers (including Macia) in the proxy .
Investment Implications
- Alignment: Macia operates within a risk-aware incentive system emphasizing PTPP EPS, ROAA, efficiency, and credit quality, with equity holding and anti-hedging/pledging rules reinforcing long-term alignment .
- Retention/pressure: vesting features (three-year cliff; annual performance gates) and stock-holding requirements slow sellable supply and reduce near-term selling pressure; CIC terms provide downside protection on change events without single-trigger acceleration .
- Execution risk: 2024 underperformance on net charge-offs metric (0.37% vs 0.20% target) tempered payouts and highlights credit cycle sensitivity—a domain overseen by the CRO .
- Pay confidence: strong say-on-pay support and independent oversight suggest low governance risk; TSR softness in 2024 vs 2023 sets a higher bar for 2025 incentives tied to the same metrics .