Untitled Document

CHARTER OF THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS OF PEOPLES BANCORP INC.

Purpose:

Acting pursuant to Section 2.10 of the Code of Regulations of Peoples Bancorp Inc. (the “Company”), the Board of Directors (the “Board”) has established a Compensation Committee for the purpose of reviewing and approving, on behalf of the Board, management recommendations regarding all forms of compensation to be provided to the executive officers of the Company and its subsidiaries, including all incentive-based compensation, equity-based compensation, bonus compensation, perquisites, employee benefits, salary programs and human resources policies and procedures for all employees of the Company and its subsidiaries. The Compensation Committee also has authority to review and recommend to the Board, management recommendations regarding all forms of compensation and benefits to be provided to the directors of the Company and its subsidiaries. In addition, the Compensation Committee shall produce an annual report on executive compensation for inclusion in the Company’s annual proxy statement, in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and any other appropriate regulatory body.

The Compensation Committee shall have the authority to undertake the specific responsibilities listed below and shall have the authority to undertake such other specific responsibilities as the Board from time to time may prescribe.

Membership:

The Compensation Committee shall consist of a minimum of three members of the Board, each of whom shall be recommended by the Governance and Nominating Committee and appointed by and serve at the pleasure of the Board. Each member of the Compensation Committee shall be free of any relationship, which, in the opinion of the Board, may interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director of the Company. Each Compensation Committee member must:

qualify as an “independent director” under the applicable rules of The NASDAQ Stock Market LLC (“Nasdaq”);
be “non-employee directors” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
be “outside directors” as defined for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder; and
satisfy such other requirements as may be imposed from time to time by other applicable rules and regulations.

Responsibilities:

The Compensation Committee shall be responsible for the consideration and approval of equity-based compensation, performance goals and incentive awards, and the overall coverage and composition of the compensation package for the Company’s Chief Executive Officer, other executive officers and employees, as applicable, as well as consider and recommend to the Board appropriate compensation for directors including (but not limited to) the following:

1. Developing and implementing the compensation philosophy for executive officers of the Company, and such other employees of the Company and its subsidiaries as directed by the Board that strengthens the relationship between pay levels and corporate performance and returns to shareholders.

2. Reviewing and approving corporate and individual goals and objectives relevant to the compensation of the Company’s executive officers and other officers as determined from time to time, evaluating such officers’ performance in light of those goals and objectives and determining such officers’ compensation based on this evaluation.

3. Reviewing with Company management and approving all forms of compensation (including all compensation under a “plan,” as such term is defined in Item 402 (a)(6)(ii) of SEC Regulation S-K, and all non-plan compensation) to be provided to the executive officers and other officers, as determined from time to time by the Compensation Committee, of the Company and its subsidiaries, including (but not limited to) all of the Company’s incentive-based compensation, equity-based compensation, bonus compensation, perquisites, employee benefit plans, salary programs and human resources policies and procedures.

4. Acting as the administrator of each of the Company’s equity-based compensation plans and each of the Company’s incentive compensation plans. In its administration of each of the Company’s equity-based compensation plans and each of the Company’s incentive compensation plans, the Compensation Committee may, pursuant to authority delegated by the Board, (a) determine the individuals eligible to participate in each equity-based compensation plan and/or incentive compensation plan, (b) grant equity-based awards or other awards authorized by such plans to individuals eligible for such grants (including grants to individuals subject to Section 16 of the Exchange Act), and (c) amend such equity-based awards or other awards to the extent permitted by the applicable provisions of Rule 16b-3 under the Exchange Act, Section 162(m) of the Code and the regulations promulgated thereunder, and Nasdaq rules. The Compensation Committee shall also make recommendations to the Board with respect to amendments to the Company’s equity-based compensation plans and incentive compensation plans, and changes in the number of common shares reserved for issuance under any equity-based compensation plan, in each case in accordance with the then applicable rules and regulations of the SEC, the applicable provisions of the Code and the regulations promulgated thereunder, the applicable Nasdaq rules, and any other applicable rules and regulations related to the foregoing.

5. Producing the annual report of the Compensation Committee on executive compensation (to be included in the Company’s annual proxy statement) in accordance with the applicable rules and regulations of the SEC and any other appropriate regulatory body.

6. Reviewing and discussing management succession and development activities no less frequently than annually.

7. Evaluating the performance of the Company’s Chief Executive Officer (and such other executive officers or other officers of the Company and its subsidiaries as deemed appropriate by the Committee) in light of the Company’s current business environment and the Company’s strategic objectives.

8. Reviewing with Company management and approving recommendations with regard to aggregate salary budget and guidelines for employees of the Company and its subsidiaries.

9. Evaluating the need for, and provisions of, employment contracts, including severance arrangements and change in control arrangements, for the Company’s Chief Executive Officer, other executive officers of the Company and other key officers of the Company and its subsidiaries.

10. Monitoring summary data on the employee population of the Company, including its subsidiaries (e.g., total personnel costs, compensation benchmark data, employee diversity, turnover levels, etc.).

11. Recommending to the Board the compensation and benefits for directors (including committee and committee chair’s fees, equity-based compensation grants and other similar items as appropriate).

12. Approving any award as may be required to comply with applicable tax laws, including, without limitation, Section 162(m) of the Code and the regulations promulgated thereunder.

13. Reviewing and approving insurance benefits coverage for officers, directors and employees of the Company and its subsidiaries.

14. Reviewing and reassessing this Charter at least annually and submitting any suggested changes to the Board for review.

15. Reviewing and discussing the Company’s Compensation Discussion and Analysis (CD&A) required by Item 402(b) of SEC Regulation S-K with management and recommending to the Board that the CD&A be included in the Company’s annual report on Form 10-K or proxy statement in accordance with the applicable rules and regulations of the SEC and any other applicable regulatory body.

16. Annually reviewing the overall performance of the Committee as a whole and having the Chair report the findings to the Board.

17. Complying with such other rules and regulations relating to the foregoing as may be applicable.

Authority:

The Compensation Committee may from time to time engage advisors and consultants, including attorneys and accountants, and may seek advice from the Company’s General Counsel as deemed necessary. The Compensation Committee shall have sole authority to retain and terminate any compensation consulting firm, including sole authority to approve the firm’s fees and other retention terms. The Company shall provide for appropriate funding, as determined by the Compensation Committee, for payment of compensation to any consulting firm or other advisors retained by the Compensation Committee.

Meetings and Reports:

The Compensation Committee shall hold regular meetings at least four times each year generally in conjunction with the regularly scheduled meetings of the Board, and such special meetings as any member of the Compensation Committee or the President may direct. The Compensation Committee shall be chaired by one of its members nominated by the Governance and Nominating Committee and appointed by the Board. All members of the Compensation Committee are expected to attend each meeting, in person or via teleconference or other means of electronic communications permitted under applicable law and the Company’s Amended Articles of Incorporation and Code of Regulations. The Compensation Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board. The Compensation Committee may act by a majority of its members at a meeting or without a meeting if all members consent to the action in writing or by any means of electronic transmission permitted under applicable law. At each regularly scheduled meeting of the Board, the Chair of the Compensation Committee shall provide the Board with a report of the Committee’s activities and proceedings or the full minutes from the Compensation Committee meetings may be used in lieu of a report.

The Compensation Committee may have in attendance at its meetings such members of management or human resources, compensation consultants or others as the Compensation Committee may deem necessary or desirable to provide the information the Compensation Committee needs to carry out its responsibilities. Notwithstanding the foregoing, the compensation of the Company’s Chief Executive Officer and all other executive officers must be determined by the Compensation Committee through deliberations and voting in executive session.

Good Faith Reliance:

In performing their responsibilities, Compensation Committee members are entitled to rely in good faith on information, opinions, reports or statements prepared or presented by:

One or more officers or employees of the Company whom the Compensation Committee members reasonably believe to be reliable and competent in the matters prepared or presented;
Counsel, compensation consultants or other persons as to matters which the Compensation Committee members reasonably believe to be within the professional or expert competence of such persons; and
Another committee of the Board, upon which the Compensation Committee members do not serve, as to matters within such other committee’s designated authority, which committee the Compensation Committee members reasonably believe to merit confidence.