S. Craig Beam
About S. Craig Beam
Independent director of Peoples Bancorp Inc. (PEBO), age 73, serving continuously since 2015. Co-owner of Thorobeam Farm, LLC (since 2006) and private investor following the 1999 sale of his 28‑year sand, gravel and stone production business. Former NB&T Financial Group, Inc. director (1990–2015), where he chaired Compensation and Nominating & Corporate Governance; selected to Peoples’ board per NB&T merger terms . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NB&T Financial Group, Inc. | Director | 1990–2015 | Chaired Compensation; Chaired Nominating & Corporate Governance; one of two NB&T directors designated to join Peoples’ board per merger agreement |
| Sand/Gravel/Stone Production Business | Owner/Operator | 28 years; ended 1999 | Built and operated an aggregates business for 28 years before sale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thorobeam Farm, LLC | Co-Owner | Since 2006 | Thoroughbred horse business headquartered in Sabina, Ohio |
Board Governance
- Independence: Determined independent; Board is led by an independent non-executive Chair (Susan D. Rector) with independent chairs across committees .
- Executive sessions: Independent directors meet in executive session during each Board meeting; sessions presided over by the Chair .
- Attendance: Board met 11 times in fiscal 2024; each incumbent director attended 85%+ of Board and committee meetings; all incumbent directors attended the 2024 Annual Meeting .
- Committee assignments (current/2024 rotations):
- Compensation Committee Chair
- Risk Committee member
- Audit Committee member through April 25, 2024 (rotated off)
- Executive Committee member
- Majority-withheld resignation policy: Board has a majority vote standard requiring resignation if “against” votes exceed “for” in uncontested elections .
Fixed Compensation
| Component | 2024 Structure | Beam – 2024 Amounts ($) | 2025 Approved Changes |
|---|---|---|---|
| Annual Director Retainer | $92,500; paid quarterly: 50% cash, 50% unrestricted common shares | Cash: 54,500; Stock awards: 46,250; All other: 36; Total: 100,786 | Annual retainer increased to $105,000 (effective Apr 1, 2025) |
| Committee Chair Fee (Compensation) | $7,500; 100% cash | Included in cash above | Increased to $10,000 (effective Apr 1, 2025) |
| Travel Fee | $150 if traveling ≥50 miles; reimbursement for longer trips/overnight stays | Included in cash above where applicable | Unchanged |
| Audit Committee Chair (reference) | $12,500; 100% cash | N/A (Beam not Audit Chair) | Increased to $20,000 |
| Chairman of the Board (reference) | $50,000; 100% cash | N/A | Increased to $60,000 |
| Director medical/dental eligibility | At own cost; group term life premiums paid by Peoples (max $50,000 ≤65; decreasing thereafter) | Group term life premium $36 | Unchanged |
| Equity award limit (non-employee directors) | Max $150,000 per fiscal year under the 2006 Plan | N/A | Unchanged |
| Deferred Compensation Plan | Optional deferral of cash/equity retainers into cash and/or stock bookkeeping accounts; distributions post-service | Not specifically disclosed for Beam | Unchanged |
Performance Compensation
| Performance-Linked Element | Details |
|---|---|
| Director performance metrics | None disclosed for directors; compensation structure is cash retainer plus unrestricted common shares (no options/PSUs; not performance-conditioned) |
| Clawback policy | Executive Incentive Compensation Clawback Policy disclosed at the company level (executive programs), not specific to director pay |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond Peoples/Peoples Bank |
| Prior public company boards | NB&T Financial Group, Inc. (1990–2015) |
| Compensation Committee interlocks | None: No executive officer of Peoples served on another entity’s board/compensation committee with reciprocal overlap in 2024; ordinary course banking transactions with certain committee members complied with law and did not present unfavorable features |
Expertise & Qualifications
- Board skills matrix highlights for Beam: Current/former business owner; audit/financial reporting; mergers & acquisitions; banking industry; risk management; compensation/human capital; corporate governance .
- Brings in-depth knowledge of Peoples’ southwest Ohio markets; longstanding public bank governance experience .
Equity Ownership
| Holder | Shares | Notes | % of Class |
|---|---|---|---|
| S. Craig Beam – beneficial ownership | 24,124 | 7,491 held individually (sole voting/investment); 8,709 held jointly with spouse (shared voting/investment); excludes spouse’s 1,997 shares (disclaimed) | <1% (footnote indicates less than 1%) |
| Additional share interests (deferred stock units) | — | No additional stock interests disclosed for Beam in directors’ deferred plan table | — |
- Ownership guidelines: Directors must own common shares with market value ≥3× annual base director retainer within five years of election; Beam is long-tenured (since 2015), but specific compliance status vs market value not disclosed .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy; no pledging allowed (alignment positive) .
Governance Assessment
- Positives:
- Independent director; chairs Compensation Committee with authority over executive pay philosophy, plan administration, and consultant oversight .
- Pay Governance retained by the Committee; Independence affirmed with no conflicts (mitigates consultant risk) .
- Member of Risk Committee and prior Audit Committee member, evidencing engagement in risk and financial oversight .
- Attendance threshold met for 2024; active participation at Annual Meeting .
- Stock ownership guidelines and anti-hedging/anti-pledging policy support alignment with shareholders .
- Majority-withheld resignation policy enhances director accountability .
- Potential conflicts/related-party exposure:
- Peoples Bank engages in ordinary-course banking transactions with directors; loans to related persons complied with Regulation O, on market terms, with no unfavorable features or past-due/nonaccrual status at reporting date .
- RED FLAGS:
- None evident from proxy disclosures: no legal proceedings requiring disclosure; no hedging/pledging; no option repricing; no disclosed related-party transactions outside ordinary course .
Overall, Beam’s long-tenured independence, chairing of the Compensation Committee, and involvement in risk and audit oversight support board effectiveness. Ordinary-course banking relationships are controlled under policy and regulation, and compensation design for directors (cash plus unrestricted shares) favors independence and alignment over performance conditioning .