BROOKE W. JAMES - Corporate Board Profile

PEOPLES BANCORP INC

Filing Date	Source Excerpt
2019-03-08	Brooke W. James, 46, Partner and co-business administrator for WMSALL Farms, her family’s farming operation in Wilmington, Ohio, since 1999. School teacher at the Columbus School for Girls in Columbus, Ohio, from 2001 to 2005. She was a member of the Board of Directors of NB&T from 2005 until March 6, 2015, when NB&T merged into Peoples. During that time, she served on NB&T’s Audit Committee. Ms. James was one of the two former NB&T directors selected by Peoples to join the Board as required by the merger agreement.
2020-03-10	Brooke W. James Age: 47 Director Continuously Since: 2015 Partner and co-business administrator for WMSALL Farms... The Audit Committee is currently comprised of five directors: George W. Broughton; S. Craig Beam; David F. Dierker (Chair); Brooke W. James; and David L. Mead. The Executive Committee is currently comprised of seven directors: George W. Broughton; David F. Dierker; James S. Huggins; Brooke W. James; David L. Mead (Chair); Susan D. Rector; and Charles W. Sulerzyski... The Governance and Nominating Committee is currently comprised of five directors: Tara M. Abraham; George W. Broughton; David F. Dierker; Brooke W. James (Chair) and Susan D. Rector... The Risk Committee is currently comprised of eight directors: Tara M. Abraham; S. Craig Beam; George W. Broughton; David F. Dierker; James S. Huggins (Chair); Brooke W. James; David L. Mead; and Susan D. Rector... DIRECTOR COMPENSATION FOR 2019 Brooke W. James $38,937 fees earned or paid in cash, $37,200 stock awards, $72 all other compensation, total $76,209.
2021-03-09	Brooke W. James Age: 48 Director Continuously Since: 2015 Partner and co-business administrator for WMSALL Farms, her family’s farming operation in Wilmington, Ohio, since 1999. School teacher at the Columbus School for Girls in Columbus, Ohio, from 2001 to 2005. She was a member of the Board of Directors of NB&T from 2005 until March 6, 2015, when NB&T merged into Peoples. During that time, she served on NB&T’s Audit Committee. Ms. James was one of the two former NB&T directors selected by Peoples to join the Board as required by the merger agreement between Peoples and NB&T. Ms. James brings to the Board many years of experience as a board member of a publicly-traded bank holding company and knowledge of the southwest Ohio markets served by Peoples. As a significant shareholder of Peoples, she also provides the Board with insight into the expectations of Peoples’ shareholders. The Compensation Committee is currently comprised of six directors: Tara M. Abraham; S. Craig Beam; George W. Broughton (Chair), Brooke W. James, David L. Mead; and Susan D. Rector. Each of these directors, with the exception of Mr. Broughton and Ms. James, served as a member of the Compensation Committee throughout the entire 2020 fiscal year. Ms. James was appointed as a member of the Compensation Committee on April 23, 2020, and Mr. Broughton was appointed as a member of the Compensation Committee on November 1, 2020. The Board has determined that each of the current members of the Compensation Committee qualifies as (i) an “independent director” under the applicable Nasdaq Rules, including those specifically applicable to members of a compensation committee, and (ii) a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. The Governance and Nominating Committee is currently comprised of five directors: Tara M. Abraham; George W. Broughton; David F. Dierker; Brooke W. James (Chair) and Susan D. Rector. Each of these directors served as a member of the Governance and Nominating Committee throughout the entire 2020 fiscal year. The Board has determined that each of the current members of the Governance and Nominating Committee qualifies as an independent director under applicable Nasdaq Rules. The Risk Committee is currently comprised of eight directors: Tara M. Abraham; S. Craig Beam; George W. Broughton; David F. Dierker; James S. Huggins (Chair); Brooke W. James; David L. Mead; and Susan D. Rector. Each of these directors served as members of the Risk Committee throughout the entire 2020 fiscal year. During 2020, the Board determined that each of the members of the Risk Committee qualified as an independent director under applicable Nasdaq Rules. The Audit Committee is currently comprised of five directors: David F. Dierker (Chair); S. Craig Beam; George W. Broughton; James S. Huggins; and David L. Mead. Each of these directors, with the exception of Mr. Huggins, served as a member of the Audit Committee throughout the entire 2020 fiscal year. Mr. Huggins was appointed as a member of the Audit Committee on April 23, 2020. Brooke W. James served as a member of the Audit Committee in 2020 from January 1, 2020 until April 23, 2020. 2020 Fiscal Year The Compensation Committee believes the combination of cash and equity-based compensation (in the form of unrestricted common shares) in its director compensation model promotes independent decision-making on the part of directors as the common shares have immediate value, unlike stock options or similar forms of equity-based awards. During 2020, each director of Peoples, other than Mr. Sulerzyski, received a retainer at an annual rate of $47,500 paid in quarterly installments. Each installment of the annual retainer was paid 60% in cash and 40% in the form of the number of unrestricted common shares with an equivalent fair market value at the time of payment. Additionally, during the first quarter of 2020, each director of Peoples, other than Mr. Sulerzyski, received an additional retainer of $15,000 paid 100% in the form of the number of unrestricted common shares with an equivalent fair market value at the time of payment. The common shares issued for director compensation are reported in the “Stock Awards” column of the “DIRECTOR COMPENSATION FOR 2020” table found on page 64 of this Proxy Statement. In 2020, the Chairs of the Compensation, Governance and Nominating, and Risk Committees each received an additional retainer at an annual rate of $5,000 paid in quarterly installments. In 2020, the Chair of the Audit Committee received an additional retainer at an annual rate of $10,000 paid in quarterly installments. Each installment of these additional annual retainers was paid 60% in cash and 40% in the form of the number of unrestricted common shares with an equivalent fair market value at the time of payment. In 2020, the Chairman of the Board received an additional retainer at an annual rate of $25,000 paid in quarterly installments. Each installment of the additional annual retainer was paid 60% in cash and 40% in the form of the number of unrestricted common shares with an equivalent fair market value at the time of payment. All directors of Peoples are also directors of Peoples Bank. Directors receive compensation for their service as Peoples Bank directors in addition to the compensation received for their service as directors of Peoples. During 2020, each director of Peoples, other than Mr. Sulerzyski, received for service as a director of Peoples Bank a retainer at an annual rate of $12,000 paid in quarterly installments, with 60% of each installment paid in cash and 40% paid in the form of the number of unrestricted common shares with an equivalent fair market value at the time of payment. The director compensation described above is reflected in the “DIRECTOR COMPENSATION FOR 2020” table found on page 64 of this Proxy Statement. The Compensation Committee believes the compensation paid to directors is commensurate with the level of responsibility and accountability of each director and is appropriate to maintain the caliber of directors necessary to promote long-term shareholder value based upon periodic review of director compensation data from the Peer Group described in the section captioned “EXECUTIVE COMPENSATION: COMPENSATION DISCUSSION AND ANALYSIS” beginning on page 27 of this Proxy Statement. Mr. Sulerzyski received no compensation as a director of Peoples or Peoples Bank during the 2020 fiscal year. Directors who travel a distance of 50 miles or more to attend a Board or Board committee meeting of Peoples or Peoples Bank receive a $150 travel fee. A single travel fee of $150 is paid for multiple meetings occurring on the same day or consecutive days. Directors who travel a distance of 500 miles or more (round trip) to attend a Board or Board committee meeting are reimbursed for the actual cost of reasonable travel expenses including coach class airfare, car rental and other usual and customary travel expense in lieu of the $150 fee. Directors who stay overnight to attend a meeting are reimbursed for the actual cost of their overnight accommodations. Peoples believes these fees and reimbursements are reasonable and partially offset travel expenses incurred by those directors living outside the Marietta, Ohio area, where Board and Board committee meetings are typically held.
2022-03-17	Brooke W. James Age: 49 Director Continuously Since: 2015 Partner and co-business administrator for WMSALL Farms, her family’s farming operation in Wilmington, Ohio, since 1999. Teacher at the Columbus School for Girls in Columbus, Ohio, from 2001 to 2005. She was a member of the Board of Directors of NB&T from 2005 until March 6, 2015, when NB&T merged into Peoples. During that time, she served on NB&T’s Audit Committee. Ms. James was one of the two former NB&T directors selected by Peoples to join the Board as required by the merger agreement between Peoples and NB&T. Ms. James brings to the Board many years of experience as a board member of a publicly-traded bank holding company and knowledge of the southwest Ohio markets served by Peoples. As a significant shareholder of Peoples, she also provides the Board with insight into the expectations of Peoples’ shareholders. The Compensation Committee is currently comprised of six directors: Tara M. Abraham; S. Craig Beam (Chair); Brooke W. James; Susan D. Rector; Frances A. Skinner; and Michael N. Vittorio. The Executive Committee is currently comprised of seven directors: S. Craig Beam; George W. Broughton; David F. Dierker; James S. Huggins; Brooke W. James; Susan D. Rector (Chair); and Charles W. Sulerzyski. The Governance and Nominating Committee is currently comprised of five directors: Tara M. Abraham; George W. Broughton; David F. Dierker; Brooke W. James (Chair); and Susan D. Rector. The Risk Committee is currently comprised of nine directors: Tara M. Abraham; S. Craig Beam; George W. Broughton; David F. Dierker; James S. Huggins (Chair); Brooke W. James; Susan D. Rector; Frances A. Skinner; and Michael N. Vittorio.
2023-03-10	Brooke W. James Age: 50 Director Continuously Since: 2015 Partner and co-business administrator for WMSALL Farms, her family’s farming operation in Wilmington, Ohio, since 1999. Teacher at the Columbus School for Girls in Columbus, Ohio, from 2001 to 2005. She was a member of the Board of Directors of NB&T from 2005 until March 6, 2015, when NB&T merged into Peoples. During that time, she served on NB&T’s Audit Committee. Ms. James was one of the two former NB&T directors selected by Peoples to join the Board as required by the merger agreement between Peoples and NB&T. Ms. James brings to the Board many years of experience as a board member of a publicly-traded bank holding company and knowledge of the southwest Ohio markets served by Peoples. As a significant shareholder of Peoples, she also provides the Board with insight into the expectations of Peoples’ shareholders. The Compensation Committee is currently comprised of six directors: Tara M. Abraham; S. Craig Beam (Chair); Brooke W. James; Susan D. Rector; Frances A. Skinner; and Michael N. Vittorio. Each of these directors served as a member of the Compensation Committee throughout the entire 2022 fiscal year. The Executive Committee is currently comprised of seven directors: S. Craig Beam; George W. Broughton; David F. Dierker; James S. Huggins; Brooke W. James; Susan D. Rector (Chair); and Charles W. Sulerzyski. Each of these directors served as a member of the Executive Committee throughout the entire 2022 fiscal year. The Governance and Nominating Committee is currently comprised of six directors: Tara M. Abraham; George W. Broughton; David F. Dierker; Brooke W. James (Chair); Susan D. Rector; and Kevin R. Reeves. Each of these directors, with the exception of Mr. Reeves, served as a member of the Governance and Nominating Committee throughout the entire 2022 fiscal year. The Risk Committee is currently comprised of eleven directors: Tara M. Abraham; S. Craig Beam; George W. Broughton; David F. Dierker; James S. Huggins (Chair); Brooke W. James; Susan D. Rector; Kevin R. Reeves, Frances A. Skinner; Charles W. Sulerzyski; and Michael N. Vittorio. Each of these directors served as members of the Risk Committee throughout the entire 2022 fiscal year with the exception of Mr. Reeves and Mr. Sulerzyski. Compensation paid to directors for service during the 2022 fiscal year as directors of Peoples and Peoples Bank is summarized below. Brooke W. James Fees Earned or Paid in Cash($) 54,050 Stock Awards($) 46,250 All Other Compensation($) 72 Total($) 100,372
2024-03-12	The Compensation Committee is currently comprised of nine directors: ... Brooke W. James; ... The Executive Committee is currently comprised of six directors: ... Brooke W. James; ... The Governance and Nominating Committee is currently comprised of six directors: ... Brooke W. James (Chair); ... The Risk Committee is currently comprised of 13 directors: ... Brooke W. James; ... Compensation paid to directors for service during the 2023 fiscal year as directors of Peoples and Peoples Bank is summarized below. Brooke W. James $54,350 Fees Earned or Paid in Cash, $46,250 Stock Awards, $72 All Other Compensation, $100,672 Total.
2025-03-07	Ms. James brings to the Board many years of experience as a board member of a publicly-traded bank holding company and knowledge of the southwest Ohio markets served by Peoples.