PEOPLES BANCORP INC appointed Tyler J. Wilcox as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

As previously reported by Peoples Bancorp Inc. ("Peoples") in a Current Report on Form 8-K dated and filed on July 11, 2023, Charles W. Sulerzyski will retire as President and Chief Executive Officer ("CEO") and as a director of Peoples and Peoples Bank effective as of March 31, 2024. As previously reported, the Boards of Directors of Peoples and Peoples Bank elected Tyler J. Wilcox to serve as the next President and CEO of each of Peoples and Peoples Bank effective April 1, 2024, following Mr. Sulerzyski's retirement. 


In connection with his retirement as President and CEO, Mr. Sulerzyski has agreed to continue to perform certain advisory services as a consultant to Peoples and Peoples Bank (collectively, the "Company") for an additional 12 months following his retirement pursuant to a Consulting Agreement entered into between the Company and Mr. Sulerzyski effective March 20, 2024 (the "Consulting Agreement"). Pursuant to the Consulting Agreement, Mr. Sulerzyski will provide advisory services that may include consultation and advice relating to quarterly earnings calls, communications with analysts and other investor relations activities, customer and industry outreach and networking, business strategy and development activities, mergers and acquisitions, and such other consulting and advisory services reasonably requested from time to time by his successor as CEO of the Company. 


As consideration for Mr. Sulerzyski's advisory services, his release of claims against the Company, and an extension of the covenants set forth in the Confidentiality, Non-Competition, Non-Solicitation, Non-Disparagement, Cooperation and Return of Property Agreement between the Company and Mr. Sulerzyski dated April 4, 2011, Mr. Sulerzyski will receive four quarterly payments of $200,000 each, reimbursement of that portion of the premium payments for COBRA continuation coverage for medical, dental and vision insurance benefits that would be in excess of the premium costs for eligible active employees for the applicable insurance coverages during the term of the Consulting Agreement, payment for a subscription to American Banker for 2024 and 2025, and reimbursement of certain reasonable expenses incurred in connection with Mr. Sulerzyski's advisory services. All of these payments will be subject to applicable tax withholding. During the term of the Consulting Agreement, Mr. Sulerzyski will continue to participate in certain Company provided employee benefits on the same terms as other part-time employees. 


The foregoing summary of the provisions of the Consulting Agreement is qualified in its entirety by reference to the complete text of the Consulting Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference