Susan D. Rector
About Susan D. Rector
Independent, non-executive Chairman of the Board of Peoples Bancorp Inc. since October 2020; director since 2011. Age 66. Career corporate attorney focused on intellectual property, information technology, and complex transactions (formations, restructurings, M&A); Partner, Peterson Law LLP (since Apr 2017); previously Partner, Ice Miller LLP (1987–2017). Brings extensive governance experience from 40+ years serving on and chairing nonprofit boards, with emphasis on nominations, governance, and oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ice Miller LLP (formerly Schottenstein, Zox & Dunn Co., LPA) | Partner (Attorney) | 1987–Apr 2017 | Practice in IP, IT law, and business transactions; experience with regulated entities and compliance |
| Various nonprofit boards | Chair/Trustee | Multiple years (40+ of board service) | Focus on trustee nominations, board governance, and oversight |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Peterson Law LLP | Partner (Attorney) | Apr 2017–Present | Complex tech, IP, information technology and e‑commerce issues; business transactions |
Board Governance
- Role: Independent, non-executive Chairman of the Board (since Oct 2020) .
- Independence: Board determined Rector and 9 other non-management directors are independent; Board is 91% independent as of Feb 24, 2025 .
- Executive sessions: Independent directors met in executive session during each Board meeting; sessions presided over by the Chairman (Rector) .
- Attendance: Board held 11 meetings in 2024; each incumbent director attended at least 85% of Board and assigned committee meetings; all incumbent directors attended the 2024 annual meeting .
- Leadership structure: CEO and Chairman roles separated; independent chairs for Audit, Compensation, Governance & Nominating, and Risk Committees .
| Committee | Current Role | Notes |
|---|---|---|
| Executive Committee | Chair | Current member and Chair; committee did not meet in 2024 . |
| Governance & Nominating Committee | Member | Oversight of independence determinations, committee assignments, ESG practices, and board evaluations . |
| Risk Committee | Member | Oversees ERM, risk appetite, credit, liquidity, market, operational, compliance, and ESG-related risks . |
| Compensation Committee | Former Member (through Apr 25, 2024) | Not currently a member; committee sets exec/board pay and retains independent consultant . |
Fixed Compensation
- Structure: 2024 director retainer $92,500, paid quarterly (50% cash, 50% unrestricted common shares); additional cash retainers for committee chairs and Chairman of the Board ($50,000 in 2024). All directors serve on both the holding company and bank boards under this structure .
- 2025 changes: Annual base retainer increases to $105,000; Chair retainers increase (Audit Chair to $20,000; Compensation/Gov & Nom/Risk Chairs to $10,000); Chairman of the Board retainer to $60,000 .
| Year | Base Director Retainer | Chairman of the Board Retainer | Form |
|---|---|---|---|
| 2024 | $92,500 | $50,000 | 50% cash / 50% unrestricted shares (base); Chair retainer in cash |
| 2025 (effective Apr 1) | $105,000 | $60,000 | Same mix; increased chair retainers |
| Director Compensation (2024) | Cash Fees | Stock Awards | Option Awards | Non-Equity Incentive | NQDC Earnings | All Other Comp | Total |
|---|---|---|---|---|---|---|---|
| Susan D. Rector | $97,000 | $46,250 | — | — | $30,032 | $72 | $173,354 |
- Deferred compensation elections (alignment): In 2024, Rector deferred $96,250 of cash retainer and $46,250 of equity retainer into the Directors’ Deferred Compensation Plan; her plan earnings for 2024 were $30,032. Deferred stock allocations receive quarterly share credits and dividend equivalents; cash deferrals earn interest equal to Peoples Bank’s three‑year CD rate .
Performance Compensation
Director pay is not performance-based; no options or incentive plan payouts are granted to non‑employee directors. Equity is delivered as unrestricted common shares with immediate value (no performance vesting) .
| Performance Element | Amount (2024) | Notes |
|---|---|---|
| Non‑Equity Incentive Plan Compensation | — | No director STIP/LTIP for non‑employee directors . |
| Option Awards | — | No options granted to non‑employee directors; equity delivered as unrestricted shares . |
| Performance Metrics (Director Pay) | N/A | Not used in director compensation . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Rector in PEBO’s 2025 proxy biography . |
| Private/non‑profit boards | 40+ years serving on and chairing nonprofit boards; focus on nominations, governance, oversight . |
| Interlocks/conflicts | None disclosed . |
Expertise & Qualifications
- Legal, IP, IT and technology transactions; compliance experience with regulated entities; M&A and complex transactions background .
- Deep board governance experience (nominations, governance, oversight); serves as independent Chairman with executive session leadership .
- Governance structure emphasizes independent oversight across all major committees .
Equity Ownership
| Holder | Common Shares Presently Held | Ownership % of PEBO | Additional Share Interests (Deferred Stock) | Total Share Interests | Notes |
|---|---|---|---|---|---|
| Susan D. Rector | 26,646 | <1% (per footnote) | 22,418 | 49,064 | Includes 6,905 shares held directly by Rector; excludes 2,995 shares held by spouse, disclaimed; deferred stock has no current voting/investment power . |
- Stock ownership guidelines: Directors must own PEBO shares ≥3x the annual base director retainer within 5 years of Board service start; company prohibits pledging/hedging of company stock by directors .
Governance Assessment
-
Positives for investor confidence:
- Independent, non‑executive Chairman provides strong separation of chair/CEO roles; Board is 91% independent; independent chairs on all key committees .
- Robust ERM oversight as Risk Committee member; Governance & Nominating member; Chair of Executive Committee .
- Consistent engagement: Board met 11 times in 2024; all incumbents met ≥85% attendance; independent executive sessions at each meeting .
- Alignment features: portion of director pay in stock; Rector voluntarily deferred both cash and equity retainers in 2024 into the director plan; hedging/pledging prohibited .
- Compliance indicators: All Section 16(a) reports filed timely; no director legal proceedings requiring disclosure .
-
Watch items:
- As a practicing partner at Peterson Law LLP, any legal services or business with PEBO would be subject to related‑party review; 2025 proxy discloses no Rector‑specific related party transactions and outlines a formal Related Person Transaction Policy with Audit Committee oversight .
- Concentration of board leadership (Chair of the Board and Chair of Executive Committee) warrants continued focus on balanced committee leadership, which PEBO supports via independent chairs across other committees .
Related-person transactions (banking relationships) with directors/executives are stated to be on market terms, within Regulation O, approved as required, and performing; no past‑due or unfavorable features disclosed as of the proxy date .