GEORGE W. BROUGHTON - Corporate Board Profile

PEOPLES BANCORP INC

Filing Date	Source Excerpt
2019-03-08	George W. Broughton, 61, Owner and President of Broughton Commercial Properties, LLC, a commercial properties rental company and coffee service distributor. Chairman of Broughton Foundation, a nonprofit charitable foundation, and Broughton Park, a park facility owned by the Broughton Foundation and made available to the public. President and Controller of George Broughton Family LP, an asset management company. Owner and President of GWB Oil & Gas LLC, an independent oil and gas producing company. All of these entities are based in Marietta, Ohio. Director of Peoples Bank Foundation, Inc. since December 2003. Mr. Broughton has served as Vice Chairman of the Boards of Peoples and Peoples Bank since July 2013.
2020-03-10	George W. Broughton Age: 62 Director Continuously Since: 1994 Owner and President of Broughton Commercial Properties, LLC... Mr. Broughton has served as Vice Chairman of the Boards of Peoples and Peoples Bank since July 2013... 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 Compensation Committee is currently comprised of four directors: Tara M. Abraham; S. Craig Beam; David L. Mead; and Susan D. Rector (Chair). George W. Broughton served as a member of the Compensation Committee in 2019 from January 1, 2019 until April 25, 2019... 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 George W. Broughton $35,337 fees earned or paid in cash, $35,200 stock awards, $2,483 change in pension value and nonqualified deferred compensation earnings, $72 all other compensation, total $73,092.
2021-03-09	George W. Broughton Age: 63 Director Continuously Since: 1994 Owner and President of Broughton Commercial Properties, LLC, a commercial properties rental company and coffee service distributor. Chairman of Broughton Foundation, a nonprofit charitable foundation, and Broughton Park, a park facility owned by the Broughton Foundation and made available to the public. President and Controller of George Broughton Family LP, an asset management company. Owner and President of GWB Oil & Gas LLC, an independent oil and gas producing company. All of these entities are based in Marietta, Ohio. Director of Peoples Bank Foundation, Inc. since December 2003. Mr. Broughton has served as Vice Chairman of the Boards of Peoples and Peoples Bank since July 2013. Mr. Broughton brings substantial experience in various small business ventures representing a number of different industries to the Board. His extensive experience and proven general business and leadership skills are valuable to the Board and enhance its overall capabilities. Mr. Broughton’s service as a director of Peoples since 1994 allows him to provide valuable perspective to the Board about issues affecting local and regional businesses in Peoples’ market area. 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. Ms. Rector served as Chair of the Compensation Committee throughout 2020 until November 19, 2020, when Mr. Broughton was appointed as Chair of the Compensation Committee. 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. The Board has determined that each of the current members of the Audit Committee qualifies, and that during her period of service in the 2020 fiscal year, Ms. James qualified, as an independent director for purposes of Rule 10A-3 under the Exchange Act and under the 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. 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	George W. Broughton Age: 64 Director Continuously Since: 1994 Owner and President of Broughton Commercial Properties, LLC, a commercial properties rental company and coffee service distributor. Chairman of Broughton Foundation, a nonprofit charitable foundation, and Broughton Park, a park facility owned by the Broughton Foundation and made available to the public. President and Controller of George Broughton Family LP, an asset management company. Owner and President of GWB Oil & Gas LLC, an independent oil and gas producing company. All of these entities are based in Marietta, Ohio. Director of Peoples Bank Foundation, Inc. since December 2003. Mr. Broughton has served as Vice Chairman of the Boards of Peoples and Peoples Bank since July 2013. Mr. Broughton brings substantial experience in various small business ventures representing a number of different industries to the Board. His extensive experience and proven general business and leadership skills are valuable to the Board and enhance its overall capabilities. Mr. Broughton’s service as a director of Peoples since 1994 allows him to provide valuable perspective to the Board about issues affecting local and regional businesses in Peoples’ market area. The Audit Committee is currently comprised of six directors: S. Craig Beam; George W. Broughton; David F. Dierker (Chair); James S. Huggins; 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. George W. Broughton served as a member of the Compensation Committee until April 22, 2021.
2023-03-10	George W. Broughton Director Continuously Since: 2011 Includes 2,475 common shares held in an investment account by Peoples Bank as custodian, as to which George W. Broughton exercises sole voting and investment power. Does not include 13,553 common shares held of record and beneficially owned by Mr. Broughton’s wife, as to which Mr. Broughton has no voting or investment power and disclaims beneficial ownership. Does not include 2,260 common shares accrued to Mr. Broughton’s bookkeeping account under the Deferred Compensation Plan for Directors, as to which Mr. Broughton has no voting or investment power, or the right to acquire such common shares within 60 days of February 27, 2023. The Audit Committee is currently comprised of seven directors: S. Craig Beam; George W. Broughton; David F. Dierker (Chair); James S. Huggins; Kevin R. Reeves; Frances A. Skinner; and Michael N. Vittorio. Each of these directors, with the exception of Mr. Reeves, served as a member of the Audit Committee throughout the entire 2022 fiscal year. Compensation paid to directors for service during the 2022 fiscal year as directors of Peoples and Peoples Bank is summarized below. George W. Broughton Fees Earned or Paid in Cash($) 46,700 Stock Awards($) 46,250 Change in Pension Value and Nonqualified Deferred Compensation Earnings($) 3,281 All Other Compensation($) 72 Total($) 96,303