W. Glenn Hogan
About W. Glenn Hogan
Independent director of Peoples Bancorp Inc. (PEBO), age 63, serving since 2023. Founder and CEO of Hogan Real Estate (since 1987), a commercial retail developer; previously Chairman of Limestone Bancorp Inc. and director of Limestone Bank until its merger into Peoples on April 30, 2023. Recognized by the Board as an Audit Committee Financial Expert based on experience and qualifications . Each incumbent director (including Mr. Hogan) attended at least 85% of aggregate Board and committee meetings in 2024, and all then-incumbent directors attended the April 25, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Limestone Bancorp Inc. | Chairman of the Board; Director of Limestone Bancorp Inc. and Limestone Bank | 2006 – Apr 30, 2023 | Served on Audit, Loan, and Compensation Committees; selected by Peoples to join PEBO Board per merger terms |
| Hogan Real Estate | Founder & Chief Executive Officer | 1987 – Present | Commercial real estate development expertise in stand‑alone retail and shopping centers; financing and market knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hogan Real Estate (subsidiaries/affiliates) | Founder & CEO | 1987 – Present | Full‑service commercial real estate developer; private company |
Board Governance
- Independence: The Board determined Mr. Hogan has no financial or personal ties with Peoples other than ordinary director compensation and standard banking relationships; he qualifies as an independent director under Nasdaq rules .
- Committees (current): Audit; Compensation; Risk. Not on Executive or Governance & Nominating .
- Chair roles: None (current chairs — Audit: Dierker; Compensation: Beam; Governance & Nominating: James; Risk: Smith; Non‑executive Board Chair: Rector) .
- Attendance & engagement: Board met 11 times in 2024; each incumbent director attended ≥85% of aggregate Board and committee meetings. Independent directors held executive sessions at each Board meeting, presided over by the Chairman .
- Majority vote standard: Directors receiving more “against” than “for” must tender resignations, with Governance & Nominating review and Form 8‑K disclosure of outcomes .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual Retainer (Director) | $92,500 | Paid 50% cash ($46,250) and 50% in unrestricted common shares ($46,250) |
| Committee Chair Fees | N/A | Not applicable (Mr. Hogan is not a chair) |
| Chairman of the Board Retainer | N/A | Not applicable to Mr. Hogan |
| Travel Fees | As incurred | $150 travel fee for ≥50 miles; reimbursement for long‑distance travel per policy |
| 2025 Changes (effective Apr 1, 2025) | Annual retainer increased to $105,000; committee chair retainers raised (Audit $20,000; Compensation/G&N/Risk $10,000); Board Chair $60,000 | |
| Other Director Benefits | — | Group term life insurance premiums paid by Peoples for participating directors; Mr. Hogan’s “All Other Compensation” shows “—” in 2024 |
2024 Director Compensation Table line item for W. Glenn Hogan: $46,250 cash; $46,250 stock awards; $92,500 total; no option awards, non‑equity incentive, or other compensation .
Performance Compensation
- Non‑employee directors do not receive performance‑based cash bonuses, PSUs, RSUs, or stock options for board service; no performance metrics disclosed for director pay .
- Plan constraints: Under the 2006 Equity Plan, non‑employee director annual equity award value cap is $150,000; equity award valuation uses Nasdaq closing price on grant date .
Other Directorships & Interlocks
| Company | Current Status | Role | Committees |
|---|---|---|---|
| Peoples Bancorp Inc. | Current | Director | Audit; Compensation; Risk |
| Limestone Bancorp Inc. | Prior | Chairman; Director | Audit; Loan; Compensation |
- No additional current public company directorships disclosed for Mr. Hogan in the proxy .
- Interlocks/conflicts: None disclosed; Compensation Committee interlocks noted in proxy pertain to executive compensation oversight, not to Mr. Hogan individually .
Expertise & Qualifications
- Audit Committee Financial Expert; financially sophisticated under Nasdaq rules .
- Commercial real estate development and financing; former public bank holding company board leadership; M&A integration experience .
- Board skills matrix indicates business ownership and M&A experience among Board’s aggregate qualifications; Mr. Hogan’s background aligns with these categories .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership (shares) | 531,984 | Includes 529,483 common shares held in an investment account; sole voting/investment power |
| Ownership as % of Outstanding | 1.49% | Based on 35,670,704 shares outstanding at Feb 24, 2025 |
| Additional Share Interests (Deferred) | — | None reported for Mr. Hogan |
| Pledging/Hedging | Prohibited | Insider Trading Policy bans hedging, margin accounts, short‑term trading, options, and pledging of Peoples securities |
| Stock Ownership Guidelines | 3× annual base retainer within 5 years | Applies to all directors; company articulates guideline but does not individually state compliance status per director in proxy |
Governance Assessment
- Independence and attendance: Independent under Nasdaq rules; Board‑level attendance and executive session practices support robust oversight .
- Financial oversight: Audit Committee member and designated Audit Committee Financial Expert; strengthens board effectiveness in financial reporting and controls .
- Ownership alignment: Material personal stake (531,984 shares, 1.49% of outstanding), enhancing alignment with shareholders; pledging/hedging prohibited by policy .
- Compensation structure: Simple, transparent mix (cash plus unrestricted shares); no options or variable pay; 2025 retainer increase modest and consistent with market benchmarking overseen by independent consultant (Pay Governance) .
- Related‑party/Reg O safeguards: Banking transactions with directors are ordinary course, market terms, subject to Regulation O and Audit Committee review under a formal Related Person Transaction Policy; no specific related‑party transactions disclosed for Mr. Hogan .
- RED FLAGS: None disclosed regarding legal proceedings, Section 16 reporting delinquencies, pledging/hedging, or repricing; the real estate business presents potential related‑party exposure if transactions with Peoples arise, but the proxy reports policy controls and no specific transactions for Mr. Hogan .
Compensation Committee Analysis
- Composition: S. Craig Beam (Chair); W. Glenn Hogan; Brooke W. James; Carol A. Schneeberger; Frances A. Skinner; Kevin R. Reeves; Michael N. Vittorio (changes during 2024 noted) .
- Consultant: Pay Governance engaged; Compensation Committee determined independence and no conflicts; committee held six meetings in 2024 .
- Responsibilities include pay philosophy, incentive risk review with senior risk officer, administration of equity and incentive plans, director compensation recommendations, succession/talent oversight .
Insider Trades and Section 16 Compliance
- The company reports full Section 16(a) compliance for directors and >10% holders in 2024; no late filings or Form 5 required for directors .
Related Party Transactions & Conflicts
- Policy requires Audit Committee approval/ratification of related‑person transactions >$120,000 (or Reg O thresholds), evaluates independence impact; ordinary‑course banking with directors/family at market terms, subject to Reg O and full bank board approval for loans >$500,000; none disclosed as past due or problematic; no individual transactions tied to Mr. Hogan disclosed .
Notes for Investors
- Signals of confidence: Large personal share ownership; audit/comp/risk committee membership; audit financial expert designation; strong attendance and independent leadership structure (separate CEO and non‑executive Chair) .
- Monitoring areas: Potential real estate‑related party exposure; watch future proxies/8‑Ks for any disclosed transactions; adherence to stock ownership guideline and continued committee engagement .