Tyler J. Wilcox
About Tyler J. Wilcox
Tyler J. Wilcox (age 46) is President & CEO of Peoples Bancorp Inc. (PEBO) and Peoples Bank, and a director since April 2024. He is a licensed attorney with deep operating experience across community banking, commercial banking, insurance and HR at PEBO since 2008 . Under his first year as CEO, PEBO delivered a third consecutive record net income year in 2024 ($117.2M; EPS $3.31), with net interest margin at 4.21% and the efficiency ratio improving to 58.0% . Shareholder alignment metrics used in pay include pre‑tax/pre‑provision (PTPP) EPS, PTPP ROAA, efficiency ratio and net charge‑offs; 2024 performance landed between threshold and target on three of four goals, with NCOs above threshold, producing sub‑target payouts . 2024 cumulative TSR (value of $100) was $99.02 vs peer group $116.93 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peoples Bancorp/Peoples Bank | President & CEO; Director | 2024–Present | Transitioned to CEO via succession; brings cross-line leadership and legal/compliance expertise to board . |
| Peoples Bancorp/Peoples Bank | SEVP & COO | 2023–Mar 2024 | Oversaw enterprise operations pre‑succession . |
| Peoples Bancorp/Peoples Bank | EVP, Community Banking | 2020–2023 | Drove community banking growth and performance . |
| Peoples Bank | Regional President, South Region | 2019–2020 | Led regional business execution . |
| Peoples Insurance Agency, LLC | President | 2015–2018 | Ran insurance subsidiary operations . |
| Peoples Bank | Director of HR; Director of Comp & Benefits | 2011–2015 | Built human capital infrastructure . |
| Peoples Bank | Associate Counsel | 2008–2011 | Legal/compliance support during growth phase . |
| City of Columbus (OH) | Assistant City Attorney | 2005–2008 | Legal experience foundational to compliance oversight . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Peoples Insurance Agency, LLC | Board of Managers | 2020–Present | Affiliate board role . |
| Vantage Financial, LLC | Board of Managers | 2022–Present | Affiliate board role . |
| Peoples Bank Foundation, Inc. | Director | 2024–Present | Affiliate non‑profit board role . |
No other public company directorships disclosed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $300,000 | $450,000 | $600,000 | $700,000 (effective 1/1/25) |
| Annual Cash Incentive Target (% of Salary) | — | — | 65.0% CEO target | 65.0% CEO target (unchanged) |
| Long‑Term Equity Target (% of Salary) | — | — | 65.0% CEO pool creation potential | 65.0% CEO pool creation potential (unchanged) |
Notes: CEO cash incentive thresholds/maximums are 16.3%/97.5% of salary; LTI pool thresholds/maximums are 13.5%/97.5% .
Performance Compensation
2024 corporate scorecard and results (basis for payouts)
| Metric | Weight (CEO) | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| PTPP ROAA | 14% | 1.63% | 2.04% | 2.45% | 1.95% |
| Efficiency Ratio | 14% | 59.04% | 57.32% | 55.60% | 57.93% |
| PTPP Diluted EPS | 28% | $4.14 | $5.17 | $6.20 | $5.03 |
| Net Charge‑offs / Avg Loans | 14% | 0.30% | 0.20% | 0.15% | 0.37% |
| Discretionary (Individual) | 30% | — | — | — | Applied per NEO |
Summary of outcomes: three of four corporate metrics between threshold and target; NCOs above threshold; absolute minimum “circuit breaker” met (PTPP EPS $5.03; NPAs/Assets 0.53%) .
CEO incentive outcomes
| Component | 2023 Performance (paid/granted in 2024) | 2024 Performance (paid/granted in 2025) |
|---|---|---|
| Cash incentive ($) | $175,400 | $335,000 (55.8% of 2024 salary) |
| Equity (restricted shares) – # | 5,730 (granted 2/7/2024) | 7,758 (granted 2/11/2025) |
| Equity grant date fair value ($) | $159,982 | $259,195 |
| Vesting for annual LTI | 3‑year cliff; requires well‑capitalized status and positive net income each year; if a performance year fails, reduce vest by one‑third |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 48,042 common shares as of 2/24/2025; <1% of outstanding . |
| Shares outstanding (record date) | 35,670,704 (2/24/2025) . |
| Composition (as of 2/24/2025) | ESPP 2,572 shares; investment acct 5,908 shares; unvested RS 3,630 (2/8/2023), 19,208 (6/1/2023 special), 5,730 (2/7/2024), and 7,758 (2/11/2025) . |
| Outstanding RS by grant (12/31/2024) | 3,104 (2/9/2022; vested 2/9/2025); 3,630 (2/8/2023; vests 2/8/2026); 19,208 (6/1/2023; vests 6/1/2028); 5,730 (2/7/2024; vests 2/7/2027); all with cliff vest and performance‑year conditions as applicable . |
| Insider trading/hard controls | Trading only in open windows with pre‑clearance; hedging/short‑term trading and pledging are prohibited . |
| Holding requirement | NEOs must hold 50% of net shares from vesting for duration of employment; no additional salary multiple requirement for NEOs . |
| ESPP participation | 15% discount; NEOs eligible; Wilcox participates (2,572 shares) . |
Vesting schedule implications:
- Near‑term supply: 2/9/2025 (2022 grant vested), 2/7/2027, 2/8/2026; medium‑term 2/11/2028 and 6/1/2028. Dividends on RS accrue and are paid upon vest, leveraging long‑term alignment .
Employment Terms
- Change‑in‑control (CIC) protection: Double trigger. Severance payable only if terminated without cause or for good reason post‑CIC; RS vests if successor does not assume/substitute or upon qualifying post‑CIC termination. Severance calculated as base salary (annualized) plus 3‑year average annual cash incentive; no excise tax gross‑up .
- Clawback: Recover erroneous incentive compensation (cash and equity) for three completed fiscal years preceding a restatement (both “Big R” and “little r” restatements) .
- Deferred compensation: Elected deferral and employer match via NQDC plan; 2024 executive contribution $54,278; company match $25,574; 2024 earnings $27,574; year‑end balance $221,724 . Purpose is above‑qualified plan limits deferral with deemed investment credits .
- Benefits/perqs: Executive health exam; wellness incentives; split‑dollar BOLI death benefit ($50,000 while employed; $25,000 post‑retirement) .
- Retirement/Non‑compete updates (for equity): For grants on/after 11/20/2024, enhanced retirement eligibility pathways require notice, non‑compete (≥12 months for CEO) and cooperation; death/disability/CIC vesting rules detailed; time‑based RS vest immediately on death or disability; performance RS vest per terms .
Board Governance
| Aspect | Detail |
|---|---|
| Board role | Director since 2024; not independent (executive) . |
| Leadership structure | Independent, non‑executive Chair (Susan D. Rector) since 2020; CEO and Chair roles separated, reducing dual‑role risk . |
| Committee memberships | Executive Committee member; Risk Committee member . |
| Board/committee attendance | Board met 11 times in 2024; incumbents attended ≥85% . |
| Director pay | Employee directors (Sulerzyski/Wilcox) received no director compensation in 2024 . |
| Independent oversight | All non‑management directors are independent; independent chairs lead all standing committees . |
| Insider trading policy | Strict policy with pre‑clearance; hedging/pledging barred . |
Compensation Structure Analysis
- Pay design and calibration: CEO target cash incentive 65% of salary with 16.3%/97.5% threshold/max; LTI pool potential at 65% target, 13.5%/97.5% threshold/max; payouts balanced by an absolute performance “circuit breaker” to prevent pay for poor outcomes .
- 2024 outcomes: Sub‑target results for three metrics and a miss on credit cost metric drove cash payout at 55.8% of salary and LTI at 43.2% of salary, consistent with pay‑for‑performance mechanics .
- Equity risk profile: Time‑based 3‑year cliff RS with annual performance criteria (well‑capitalized and positive net income each year) introduces multi‑year risk control; dividends accrue to vest; no stock options outstanding (no option re‑pricing risk) .
- Clawback and trading controls: Robust recovery policy and hedging/pledging ban reinforce alignment and reduce governance risk .
- Market benchmarking: Pay Governance (independent) advises; peer group of 26 banks in similar size/regions with median assets ~$9.3B; 2025 salary increase to $700K moves CEO pay toward peer median, signaling modest upward pressure but within governance norms .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay (for 2023 pay) approved by 98% of votes cast including abstentions, indicating strong support .
- Historically “significant majority” approval across the last 16 annual meetings .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($M) | 113.4 | 117.2 |
| Diluted EPS ($) | — | 3.31 |
| Net Interest Income ($M) | — | 348.7 (+3%) |
| Net Interest Margin (%) | — | 4.21 |
| Efficiency Ratio (%) | 58.7 | 58.0 |
| Dividend per share (quarterly) | $0.39 | $0.40 (2Q‑4Q24 + 1Q25) |
| Cumulative TSR (value of $100) | — | $99.02; Peer: $116.93 |
Notes: 2024 corporate pay metrics (PTPP ROAA, PTPP EPS, Efficiency, NCOs) used for incentives; 2024 targets and actuals shown above .
Risk Indicators & Red Flags
- Positive: Double‑trigger CIC; no excise tax gross‑up; strong clawback; hedging/pledging prohibited; options not used; independent chair and committee leadership; high say‑on‑pay support .
- Watch items: 2024 TSR underperformed peer group; credit cost metric (NCOs) missed threshold; scheduled RS cliffs in 2026–2028 could create episodic sale supply, partly mitigated by 50% holding rule and windowed trading .
Equity Vesting Calendar (CEO Grants)
| Grant date | Shares | Vest date | Key conditions |
|---|---|---|---|
| 2/9/2022 | 3,104 | 2/9/2025 (vested) | 3‑yr cliff; time‑based (award form) . |
| 2/8/2023 | 3,630 | 2/8/2026 | 3‑yr cliff; requires well‑capitalized status and positive net income each year; 1/3 forfeited per failed year . |
| 6/1/2023 (special) | 19,208 | 6/1/2028 | 5‑yr cliff; time‑based per award footnote . |
| 2/7/2024 | 5,730 | 2/7/2027 | 3‑yr cliff; well‑capitalized and positive net income each year . |
| 2/11/2025 | 7,758 | 2/11/2028 | 3‑yr cliff; well‑capitalized and positive net income each year . |
Board Service & Director Compensation
- Board service: Director since 2024; Executive Committee and Risk Committee member; not independent due to executive role .
- Director pay: Employee directors receive no board retainers; board pay structure applies to non‑employee directors only .
Compensation Peer Group (Benchmarking)
- 26 publicly‑traded regional/community bank peers (assets ~$5–$25B) across OH/IN/PA/NY/VA/WV/MD/KY; median assets ~$9.3B; includes FRME, FFBC, WSBC, NBTB, PRK, SYBT, etc.; Pay Governance reviewed/validated group .
Investment Implications
- Alignment: High. Multi‑year, performance‑conditioned RS and a 50% holding requirement, plus strict anti‑hedging/pledging, point to strong skin‑in‑the‑game, albeit ownership <1% by CEO .
- Retention risk: Low‑to‑moderate. Significant unvested equity through 2028 and competitive 2025 salary calibration to peer median mitigate flight risk; double‑trigger CIC avoids windfalls .
- Selling pressure: Monitor 2026–2028 cliff vestings (2/8/2026; 2/7/2027; 2/11/2028; 6/1/2028), within trading windows and subject to the 50% hold requirement, which tempers supply .
- Pay‑for‑performance signal: 2024 payouts below target reflect discipline given credit costs; strong say‑on‑pay support (98%) lowers governance overhang .
- Execution risk: 2024 NCOs above threshold and TSR below peers highlight credit/market performance headwinds to watch; 2025 metrics and weights unchanged, preserving continuity in incentives .
Overall: Incentive design is conservative and shareholder‑friendly (clawback, double‑trigger CIC, no options, holding rule). Near‑term monitoring should focus on credit quality trends (NCOs), TSR versus peers, and progress on operational initiatives underpinning PTPP metrics driving pay .