UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

PEOPLE’S UTAH BANCORP

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filling Proxy Statement, if other than the Registrant)

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PEOPLE’S UTAH BANCORP

1 East Main Street, American Fork, Utah 84003

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF

PEOPLE’S UTAH BANCORP

May 17, 201722, 2019

TO THE SHAREHOLDERS OF PEOPLE’S UTAH BANCORP:

The annual meeting of the shareholders (the “Annual Meeting”) of People’s Utah Bancorp (the “Company” or “PUB”) will be held on May 17, 2017,22, 2019, at the Historic American Fork City Hall, located at 31 North Church Street, American Fork, Utah.Utah 84003. The Annual Meeting will convene at 8:00 a.m. Mountain Daylight Time, to consider and take action on the following proposals, which are more fully described in the Proxy Statement:

Only owners of record of the Company’s issued and outstanding common shares as of the close of business on March 23, 201729, 2019 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting. Each common share is entitled to one vote.

The Company’s Proxy Statement is attached hereto. Financial and other information concerning the Company is contained in the Company’s Annual Report for the fiscal year ended December 31, 2016,2018, which accompanies this Proxy Statement.

THE ATTENDANCE AT AND/OR VOTE OF EACH SHAREHOLDER AT THE ANNUAL MEETING IS IMPORTANT, AND EACH SHAREHOLDER IS ENCOURAGED TO ATTEND. TO ASSURE THAT YOUR VOTE IS COUNTED, PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY MAIL THE ENCLOSED PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the

Shareholders Meeting to be Heldheld May 17, 2017:22, 2019:

The proxy statement, notice of annual meeting, and annual report to shareholders are available at www.proxydocs.com/pub or from our Investor Relations website at http://www.peoplesutah.com/.www.peoplesutah.com.

PEOPLE’S UTAH BANCORP

1 East Main Street, American Fork, Utah 84003

PROXY STATEMENT

PEOPLE’S UTAH BANCORP

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 17, 201722, 2019

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of People’s Utah Bancorp, a Utah corporation (the “Company” or “PUB”), for use at the annual meeting of the shareholders (the “Annual Meeting”) to be held May 17, 201722, 2019 at the Historic American Fork City Hall, located at 31 North Church Street, American Fork, Utah 84003 at 8:00 a.m., Mountain Daylight Time. Directions to the annual meeting can be obtained by calling PUB at (801) 642-3998.

THIS PROXY STATEMENT, THE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND FORM OF PROXY ARE FIRST BEING MAILED TO THE COMPANY’S SHAREHOLDERS ON OR ABOUT APRIL 8, 2017.15, 2019.

At the Annual Meeting, the shareholders of the Company will be asked to vote on two proposals. proposals:

A proxy for use at the Annual Meeting is enclosed. If you execute and deliver a proxy by mailing a proxy card, or by voting via the internetInternet or telephone, you have the right to revoke your proxy at any time before it is exercised by delivering to the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in accordance with the instructions on the proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be voted FOR all nominees listed in Proposal 1 and FOR the ratification of the selection of Tanner LLC asMoss Adams, the Company’s independent registered public accountants for the next year.

We will bear the expenses of preparing, assembling, printing and mailing this Proxy Statement and the materials used in the solicitation of proxies. Proxies will be solicited through the mail and may be solicited by our officers, directors, and employees in person or by telephone. They will not receive additional compensation for this effort. We do not anticipate paying any compensation to any other party for the solicitation of proxies, but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners.

RECORD DATE AND QUORUM REQUIREMENTS

March 23, 201729, 2019 has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. As of the Record Date, 17,910,50718,797,280 common shares were issued and outstanding. Each outstanding common share will be entitled to one vote on each matter submitted to a vote of the shareholders at the Annual Meeting.

A majority of the holders of the common shares outstanding on the Record Date, present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting and at any adjournment or postponement thereof. Any abstentions and broker non-votes will be deemed as present for purposes of determining a quorum at the Annual Meeting.

For Proposal 1, the fourthree candidates receiving the highest number of affirmative votes of the shares entitled to vote at the Annual Meeting will be elected as directors. Abstentions and broker non-votes will not have the effect of being counted as voted in favor of or against the election of directors.

For Proposal 2 a majoritywill be approved if the votes cast in favor of the proposal exceed the votes present in person or represented by proxy atcast opposing the Annual Meeting is required to approve the proposal.action.   Abstentions will have the same effect as votes against the proposal. BrokerBecause Proposal 2 is a routine matter, we do not expect any broker non-votes for this proposal.

Common shares represented by proxy that reflect abstentions or “broker non-votes” (which are common shares held by a broker or nominee that are represented at the Annual Meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. However, broker non-votes will not be voted on proposals on which a broker or other nominee does not have no effectdiscretionary authority to vote under the rules of the New York Stock Exchange (the “NYSE”). If a shareholder holds common shares in street name and does not direct a broker or nominee how to vote such common shares, the shareholder’s broker or nominee may vote the shares only on those proposals for which it has discretion to vote. Under the rules of the NYSE, a broker or nominee does not have discretion to vote for this proposal.common shares on non-routine matters.

VOTING PROCEDURES

To vote by mail, you should complete, sign and date your proxy card and mail it in the pre-addressed postage-paid envelope that accompanies the delivery of the proxy card. A proxy card submitted by mail must be received by the time of the Annual Meeting in order for the shares to be voted.

The telephone authorization procedure is designed to authenticate identity to allow you to vote your shares and confirm that your instructions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card. Telephone voting facilities for shareholders of record are available 24 hours a day and will close at 5:00 p.m. Eastern Time on May 16, 2017.21, 2019.

The internet authorization procedure is designed to authenticate identity to allow you to vote your shares and confirm that your instructions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card. Internet voting facilities for shareholders of record are available 24 hours a day and will close at 5:00 p.m. Eastern Time on May 16, 2017.21, 2019.

The Company

People’s Utah Bancorp (“PUB” or the “Company”) is a Utah registered bank holding company formedorganized in 1998. The Company’s subsidiaries historically included Bank of American Fork and Lewiston State Bank. On September 29, 2015, the Company merged the charters of the two subsidiaries and renamed the combined bankoperates all business activities through its wholly-owned banking subsidiary, People’s Intermountain Bank (“PIB” or the “Bank”). In 2016, a new division, GrowthFunding Equipment Finance (“GEL”), was formedProducts and began originating direct equipment leases with customers.services are offered primarily through 26 retail branches located throughout Utah and southern Idaho. PIB will continue to do business withhas three banking divisions, using Bank of American Fork (“BAF”), Lewiston State Bank (“LSB”), and GEL as registered names.People’s Town & Country Bank (“TCB”); and a mortgage division, People’s Intermountain Bank Mortgage (“PIM”). Prior to the formation of PUB, BAF operated as a stand–alone entity. References in this Proxy Statement to positions held with the Company by directors and officers refer to BAF until 1998 and PUB thereafter unless otherwise noted.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, fourthree directors are to be elected to serve until the third annual meeting following his or her election or until his or her successors are duly elected and qualified, or until the death, resignation, or removal of such director. It is intended that the proxies will be voted for the fourthree nominees named below for election to our Board of Directors unless authority to vote for any such nominee is withheld. Other than Jonathan B. Gunther, eachEach of the nominees is currently a director of the Company. Jonathan B. Gunther was recommended as a director by existing members of the Board of Directors.Company, other than Ms. Gochnour. Each person nominated for election has agreed to serve if elected, and the Board of Directors has no reason to believe that any nominee will be unavailable or will decline to serve. In the event, however, that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the current Board of Directors to fill the vacancy. Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the nominees named below. The fourthree candidates receiving the highest number of affirmative votes of the shares entitled to vote at the Annual Meeting will be elected as directors.

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DIRECTORS

The names of the nominees, their ages, and their respective business backgrounds are set forth below.

BUSINESS EXPERIENCE AND QUALIFICATIONS OF NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

David G. Anderson has served as a directorA description regarding the business experience and qualifications of the Company since 1998. Prioreach nominee for election to PUB being formed he was a director of BAF since 1988. He has served as Senior Vice President and Chief Credit Officer since November 2013, Senior Vice President, Loan Administration since 2004, and has been with the Company since 1973. He holds a Bachelor of Science degree in Business Management from Brigham Young University and is a graduate of the Pacific Coast Banking School. David G. Anderson and Fred W. Fairclough, Jr. are brothers-in-law. Mr. Anderson brings over 40 years of banking experience as a lending executive including extensive knowledge of local real estate development and markets to the Board.

Fred W. Fairclough, Jr. has served as a director of the Company since 2000. He has been a consultant since 1998 to Bonneville Mortgage Company, a Salt Lake City, Utah-based commercial mortgage banking firm he co-founded in 1976. He currently serves on the Board of Directors at various community organizations. He served as a director of Advanta Bank Corp. from 2000 to 2010. In 2009, the FDIC issued an order to cease and desist and an order for restitution to Advanta. In 2010, Advanta was seized by the FDIC and liquidated. He obtained his Bachelor of Science degree in Marketing from the University of Utah in 1971. David G. Anderson and Fred W. Fairclough, Jr. are brothers-in-law. Mr. Fairclough brings an extensive career as an executivecan be found in the commercial real estate lending industry, director of numerous boardssection titled “Directors and an extensive knowledge of local real estate development and markets to the Board.Other Executive Officers” contained herein.  

Deborah S. Bayle has served as a director of the Company since 2014 and serves as a member of the Nominating and Governance Committee and the Audit and Compliance Committee. She recently retired as the President and CEO of United Way of Salt Lake after 16 years of service. She is currently a consultant to non-profit organizations. She currently serves on the Board of Directors or Committees of various community organizations. She previously spent six years as director of the Salt Lake City Branch of the Federal Reserve Bank of San Francisco. She is an alumnus of Weber State University. Ms. Bayle brings extensive experience in executive-level leadership and innovation, and strategic business decision-making to the Board.

Jonathan B.  Gunther has been selected by the Board of Directors to stand for election as a director of the Company.  He holds a Doctor of Medicine degree from Columbia University, is Board-certified in Ophthalmology and holds a B.S degree in Finance from Brigham Young University. He has been a practicing physician since 2005, President of Excel Eye Center and a partner/manager of various commercial office buildings.   Mr. Gunther brings experience in executive management and commercial real estate to the Board.  Mr. Gunther is a son of Blaine C. Gunther, a current director who is not standing for reelection in 2017.  

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY VOTE FOR THE ELECTION OF ALL THE DIRECTOR NOMINEES LISTED ABOVE.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

We are asking the shareholders to ratify the selection of Moss Adams LLP (“Moss Adams”) as the Company’s independent registered public accountants for the fiscal year ending December 31, 2019. Its representatives will be present at the Annual Meeting, and will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. A majority of the votes present in person or represented by proxy at the Annual Meeting is required to ratify the selection of Moss Adams. Abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the vote for this proposal.

In the event the shareholders fail to ratify the appointment, the Audit Committee will consider it as a direction to select other auditors for the subsequent year. Even if the selection is ratified, the Company’s Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interest of the Company and its shareholders.

As previously disclosed in the Company’s current report on Form 8-K filed with the SEC on April 3, 2018 (the “Auditor Current Report”), following a competitive review process of independent registered public accounting firms, on March 28, 2018 the Audit Committee dismissed Tanner LLC (“Tanner”) as the Company’s independent auditor, effective after the filing of the Company’s first quarter Form 10-Q. Tanner audited the Company’s financial statements as of December 31, 2017 and 2016 and for the three years ended December 31, 2017. The audit reports of Tanner on the Company’s consolidated financial statements for each of the two most recent fiscal years ended December 31, 2016 and 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2016 and 2017, and the subsequent interim period through March 28, 2018,  there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Tanner on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Tanner’s satisfaction, would have caused Tanner to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Tanner with a copy of the disclosures in the Auditor Current Report prior to its filing with the Securities and Exchange Commission (the “SEC”). The Company requested that Tanner furnish it with a letter addressed to the SEC stating whether Tanner agrees with the statements made by the Company regarding Tanner in this Report and, if not, stating the respects in which it does not agree. A copy of Tanner’s letter dated March 30, 2018 to the SEC was filed as Exhibit 16.1 to the Auditor Current Report.

In addition, as disclosed in the Auditor Current Report, on March 28, 2018, the Audit Committee made the decision to engage Moss Adams as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. During the years ended December 31, 2016 and 2017, and during the subsequent interim period through March 28, 2018, neither the Company, nor anyone on its behalf, consulted Moss Adams regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Regulation S-K Item 304(a)(1)(iv)) or a “reportable event” (as defined in Regulation S-K Item 304(a)(1)(v)).

 PRE-APPROVAL POLICIES

The Audit Committee pre-approved all audit, audit-related, and non-audit services performed by our independent auditors and subsequently reviewed the actual fees and expenses paid to Moss Adams during the year ended 2018, and to Tanner during the year ended 2017. The Audit Committee has determined that the fees paid to the auditors for services are compatible with maintaining their independence as our auditors.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents fees for professional services rendered by Moss Adams for 2018 and Tanner for 2017.

All services noted above were approved in advance by the Company’s Audit Committee in accordance with the requirements of the Audit Committee Charter.

AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed our audited financial statements with management and has discussed with Moss Adams the matters required to be discussed by Statement on Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee has received the written disclosures and the letter from Moss Adams required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence, and has discussed with Moss Adams its independence from us.

Based on its review, the Audit Committee recommended to the Board of Directors that the audited financial statements for our fiscal year ended December 31, 2018 be included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2018.

Submitted by:

R. Brent Anderson, Chairman

Deborah S. Bayle

Douglas H. Swenson

Members of the Audit Committee

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE SELECTION OF MOSS ADAMS TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

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Other Directors and Other Executive Officers

The following table and descriptions below set forth certain information regarding our other directors, director nominees and executive officers.

Paul R. Gunther has served as a director of As reported by the Company since 1998 and as Chairman of the Board since 2003. Prior to PUB being formed he was a director of BAF since 1984. From 1989 to 2014 he served as Plan Administrator to various businesses in bankruptcy, principally in the retailing industry. He holds a Master’s of Business Administration degree from Harvard Business School and a Bachelor of Arts degree in Humanities from Brigham Young University. Paul R. Gunther,on March 5, 2019, Dale O. Gunther and Blaine C. Gunther are brothers. Mr. Gunther brings extensive experience and expertise in serving as chairman ofWolfgang T. N. Muelleck will not stand for reelection at the board and director, executive-level leadership in finance and strategic business decision making to the Board.Annual Meeting.

Dale O. Gunther has served as director of the Company since 1998 and as Vice Chairman since 2006. Prior to PUB being formed he was a director of BAF since 1971. He served as President and CEO of the Company from 1988 to 2005. He currently serves as a member of the Compensation Committee, and as Chairman of the Nominating and Governance Committee. He serves as a member of the board of Gunthers Inc. which is a holding company for Gunther’s Comfort Air and Alpine Financial LLC. He currently serves as a manager of Alpine Financial LLC. He holds a Bachelor of Science degree in Finance and Banking from Brigham Young University and is a graduate of Pacific Coast Banking School. Paul R. Gunther, Dale O. Gunther and Blaine C. Gunther are brothers. Mr. Gunther brings leadership skills, his long career in the banking industry in various executive positions in the Company and the Utah Bankers Association and brings valuable knowledge of local real estate trends to the Board.

Richard T. Beard has served as director of the Company since 2004 and currently serves as Chairman of the Board. He served as Chief Executive Officer and President of PUB sincefrom January 2006.2006 until he retired on January 2, 2018. He currently servesserved on the Federal Deposit Insurance Corporation Community Bank Advisory Board in Washington D.C. He has served and currently serves as a member of the Board of Directors of the Utah Bankers Association. He servesalso served as a director on the Board of the Utah Community Reinvestment Corporation, funding low income housing in Utah and the Board of the Utah Department of Financial Institutions, appointed by the Governor of Utah. He has been a Past Chairman of the Board of Directors of Western Independent Bankers, based in San Francisco, California. He holds a Juris Doctor degree from the University Ofof Utah College Ofof Law and a Bachelor of Science degree in Political Science from the University of Utah. He is also a graduate of the Pacific Coast Banking School. Mr. Beard brings extensive expertise and experience to the Board from 26 years in the legal profession advising clients in various industries, including the Company, on mergers and acquisitions, securities matters and his 12 year executive-level tenure13 years of experience as the former President &and CEO of the Company advising the Board on strategic matters.

Dale O. Gunther has served as director of the Company since 1998 and as Vice Chairman since 2006. Prior to PUB being formed he was a director of BAF since 1971. He served as President and CEO of the Company from 1988 to 2005, after which he retired. He currently serves as a member of the Compensation Committee, and the Nominating and Governance Committee. He is President, Chief Executive Officer, and a member of the board of Alpine Financial LLC. He holds a Bachelor of Science degree in Finance and Banking from Brigham Young University and is a graduate of Pacific Coast Banking School. Dale O. Gunther and Paul R. Gunther are brothers. Jonathan B. Gunther is a nephew of Paul R. Gunther and Dale O. Gunther. Mr. Gunther brings leadership skills, his long career in the banking industry in various executive positions in the Company and the Utah Bankers Association and brings valuable knowledge of local real estate trends to the Board.

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Len E. Williams has served as a director of the Company since March 2017. On January 2, 2018, Mr. Williams became the Company’s President and Chief Executive Officer. Mr. Williams is the former Director, President and Chief Executive Officer of Home Federal Bancorp, a public company. He remained in that position until the company was sold in 2014, after which he retired until his employment with the Company. Mr. Williams has over 35 years of successful commercial banking experience serving in many regional and national bank leadership roles. Mr. Williams holds an M.B.A. from the University of Washington and is a graduate of the Pacific Coast Banking School. Mr. Williams brings a strong banking and commercial lending background, mergers and acquisitions, and public company experience.  

Paul R. Gunther has served as a director of the Company since 1998 and as Chairman of the Board from 2003 to mid 2018. Prior to PUB being formed he was a director of BAF since 1984. From 1989 to 2014 he served as Plan Administrator to various businesses in bankruptcy, principally in the retail industry, after which he retired. He holds a Master’s of Business Administration degree from Harvard Business School and a Bachelor of Arts degree in Humanities from Brigham Young University. Paul R. Gunther and Dale O. Gunther are brothers. Jonathan B. Gunther is a nephew of Paul R. Gunther and Dale O. Gunther. Mr. Gunther brings extensive experience and expertise in serving as chairman of the board and director, executive-level leadership in finance and strategic business decision making to the Board.

David G. Anderson has served as a director of the Company since 1998. Prior to PUB being formed he was a director of BAF since 1988. He has served as Senior Vice President and Chief Credit Officer from November 2013 until his retirement in December 2018. He served as Senior Vice President, Loan Administration from 2004 to 2013, and has been with the Company since 1973. He holds a Bachelor of Science degree in Business Management from Brigham Young University and is a graduate of the Pacific Coast Banking School. David G. Anderson and Fred W. Fairclough, Jr. are brothers-in-law. Mr. Anderson brings over 40 years of banking experience as a lending executive including extensive knowledge of local real estate development and markets to the Board.

Fred W. Fairclough, Jr. has served as a director of the Company since 2000. He was a consultant from 1998 to 2017 to Bonneville Real Estate Capital, formerly known as Bonneville Mortgage Company, a Salt Lake City, Utah commercial mortgage banking firm he co-founded in 1976. He currently serves on the Board of Directors at various community organizations. He served as a director of Advanta Bank Corp. from 2000 to 2010. In 2009, the FDIC issued an order to cease and desist and an order for restitution to Advanta. In 2010, Advanta was seized by the FDIC and liquidated. He obtained his Bachelor of Science degree in Marketing from the University of Utah in 1971. David G. Anderson and Fred W. Fairclough, Jr. are brothers-in-law. Mr. Fairclough brings experience as an executive in the commercial real estate lending industry, a director of numerous boards and, extensive knowledge of local real estate development and business markets to the Board.

Wolfgang T. N. Muelleck has served as a director of the Company since 2004. He joined PUB in 2007served as Executive Vice President and Chief Financial Officer.Officer of PUB from January 2004 until he retired on January 2, 2018. He currently serves as the Company’s Chairman of the Enterprise Risk Management Committee.Committee and as a director of a California-based business services company. He servespreviously served on the advisory committee to the Federal Home Loan Bank of Des Moines. He was a partner with Ernst & Young serving various publicly-heldpublicly held clients. He holds a Master’s degree in Business Administration from the University of Utah and a Bachelor of Science degree in Accounting from Brigham Young University and is a member of the American Institute of

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Certified Public Accountants (AICPA). Mr. Muelleck brings experience and expertise to the Board from his 1820 year career as a director and financial executive in the banking industry, negotiating and managing mergers and acquisitions, and his 15 year career in public accounting auditing and advising clients in public company matters.

R. Brent Anderson has served as a director of the Company since 2007. He is currently serving as Chairman of the Audit and Compliance Committee, and as a member of the Compensation Committee, the Enterprise Risk Management Committee, and as the Chairman of the AuditNominating and ComplianceGovernance Committee. He is currently retired. He holds a Bachelor’s degree in Accounting from Weber State University and is a member of the American Institute of Certified Public Accountants (AICPA) and is a Certified Public Accountant. Mr. Anderson brings extensive experience and expertise as a former audit partner in aan international public accounting firm serving a number of financial institutions, his experience as a previous chairman of the audit committee and director of another financial institution and executive-level experience to the Board.

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Douglas H. Swenson has served as a director of the Company since 2013. He served previously as a director of LSB since 2004 and Chairman of LSB since 2010. He is currently serving as Chairman of the Compensation Committee and on the Audit and Compliance Committee. He is on the Board of Directors and is currently the Executive Vice President and Chief Financial Officer of Jack’s TiresTire and Oil, Inc. where he has served since 1998. He is also a member of the board of directors of Vision Insurance Company in connection with the Jack’s Tire and Oil, Inc. insurance program. He also serves as a trustee for Logan Regional Hospital. He is a Certified Public Accountant with 40 years’years of experience and is a member of the AICPA. He is a graduate of Brigham Young University with a Bachelor of Science degree in Accounting. Mr. Swenson brings experience and expertise as a former audit partner in a public accounting firm, as a financial executive in the trucking services industry and as a former chairman of a bank board to the Board.

Len E. Williams began serving as a director of Company in March 2017 and replaced Mr. Melvin L. Kirkham who retired as a director in January 2017.  Mr. Williams is the former Director, President and Chief Executive Officer of Home Federal Bancorp, a public company. He remained in that position until the company sold in 2014.  Mr. Williams has over 35 years of successful commercial banking experience serving in many regional and national bank leadership roles. Mr. Williams holds an M.B.A. from the University of Washington and is a graduate of the Pacific Coast Banking School. Mr. Williams’ strong banking and commercial lending background and his public company experience will be a valuable addition to the Board.  

Former Directors

Melvin L. Kirkham, former Director of the Company retired on January 1, 2017.  He had served as a director of PUB since 2003. Mr. Len E. Williams was selected to replace Mr. Kirkham on the Board of Directors.Lewiston State Bank.

Blaine C. Gunther informed the Board of Directors that he has decided not to stand for reelection as a director of the Company at the PUB annual meeting on May 17, 2017.  Mr. Gunther will continue to serve as a director until May 17, 2017. Mr. Gunther plans to do volunteer service overseas for the next 18 months.

William D. MarshDeborah S. Bayle has served as a director of the Company since April2014 and chairs the Nominating and Governance Committee. She is also a member of the Audit and Compliance Committee and the Compensation Committee. She has more than 40 years’ experience in increasingly responsible management positions. In 2015, she retired as the President and resignedCEO of United Way of Salt Lake after 16 years of service. She is currently the CEO of DSB Consulting, LLC, where she works with clients in March 2017.  He had servedthe areas of executive coaching, professional development, organizational management and change strategy. She also serves as a director of PUBseveral organizations, including the National Association of Corporate Directors, Utah Chapter, where she sits on the Executive Committee and chairs the Program Committee. She spent six years as director of the Salt Lake City Branch of the Federal Reserve Bank of San Francisco. She is an alumnus of Weber State University. Ms. Bayle brings extensive expertise in executive-level leadership and innovation, corporate governance, marketing and strategic business decision-making to the Board.

Jonathan B. Gunther was elected as a director of the Company in May 2017. Jonathan is a member of the Nominating and Governance Committee and the Enterprise Risk Management Committee. Jonathan is the nephew of Paul R. Gunther and Dale O. Gunther. He holds a Doctor of Medicine degree from Columbia University, and is Board-certified in Ophthalmology and holds a B.S degree in Finance from Brigham Young University. He has been a practicing physician since 2015.2005, President of Excel Eye Center and a partner/manager of various commercial office buildings. Mr. Gunther brings experience in executive management and commercial real estate to the Board.  

Matthew S. Browning was elected a director of the Company in July 2017. Since 2014, Mr. Browning has served as COO of Snap! Finance, a technology-based, alternative-financial-services company. Prior to Snap! Finance, he served as President of Target Bank, the issuer of credit cards and gift cards for Target, the national retailer, from 2007-2012. He has more than 20 years of strategy, finance and operations experience from his roles in general management, corporate strategy, consulting, turnaround work, and investment banking. While his experience spans many industries, he brings particular expertise in the nexus of financial services and technology. Mr. Browning has served in leadership roles of state and national banking trade associations. He holds an MBA from the University of Chicago, Booth School of Business, a B.S. in Business from the University of Southern California, and he completed the Stonier Graduate School of Banking program at Wharton.  Mr. Browning brings leadership and management experience along with his many years of financial services and related technologies experience to the Board.

Natalie Gochnour leads the Kem C. Gardner Policy Institute at the University of Utah, where she has been employed since March 2014. She has over thirty years’ experience in research and commentary on the Utah economy and Utah demographics. She has a graduate degree in economics from the University of Utah and teaches public finance at the school. Her specific areas of business expertise include public tax and expenditure policy, the Utah economy, Utah demographics, macroeconomics, and Utah public policy. She is heavily involved in the local and regional communities and has broad leadership experience. She currently serves on several community non-profit boards, including Primary Children’s Hospital, World Trade Center Utah, Utah Olympic Legacy Foundation, and Envision Utah. She also serves on an advisory board for Dominion Energy and the corporate governing board of O.C. Tanner. She is keenly interested in public policies that promote balance, civility, and prosperity, sharing her views in regular columns in both Utah Business magazine and the Deseret News and also co-hosting Both Sides of the Aisle,a weekly public radio program on public affairs. Having been in both the private and public sectors, Ms. Gochnour would bring leadership, economic policy, and business experience to the Board. Ms. Gochnour was nominated to serve on the Board at the recommendation of the Company’s Nominating and Governance Committee.

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Other Executive Officers

Mark K. Olson has served as Executive Vice President and Chief Financial Officer of the Company since January 2018. Mr. Olson has more than 30 years of financial services and public accounting experience, and has held a number of senior financial management positions. Most recently, Mr. Olson served as EVP and CFO of California Republic Bank in Newport Beach, CA until its sale to Mechanics Bank in 2016, after which Mr. Olson joined PIB as Executive Vice President and Chief Financial Officer. Prior to California Republic Bank, Mr. Olson was EVP and CFO at Heritage Oaks Bank in Paso Robles, CA from 2014. Prior to Heritage Oaks Bank, Mr. Olson was EVP and CFO at Santa Barbara Bank & Trust, in Santa Barbara, CA until it was sold to Union Bank. Prior to Santa Barbara Bank & Trust, Mr. Olson was VP and Finance Director at Goldman Sachs Bank in Salt Lake City, Utah. Prior to Goldman Sachs Bank, Mr. Olson held a number of senior financial positions at Western Financial Bank until it was sold to Wachovia Corporation. Mr. Olson is a Certified Public Accountant and a member of the AICPA. He is a graduate of Utah State University with a Bachelor’s degree in Accounting.  

Rick W. Anderson has served as President and Chief Operations Officer of PIB, the banking subsidiary of PUB since 2016, and prior to that, served as Northern Region Manager and Chief Operations Officer for several years. Mr. Anderson has been with the Company since 2007.May 2008. He has been in the banking industry for over 37 years.years, having served as Chief Financial Officer and Chief Operating Officer of Far West Bank before it was acquired by another banking organization in 2006. He holds a Bachelor of Science degree in Business Management from Brigham Young University.

Dale M. Buxton Judd P. Kirkhamhas served as Senior Vice President of the LSB Divisionand Chief Credit Officer of PIB since November 2018. Prior to that, he served for approximately one year as Senior Vice President and Commercial Banking Manager for PIB and before that was a commercial lending department manager. Prior to joining PIB in August 2013, Mr. Kirkham worked for 17 years at Zions Bank in various roles in commercial lending, commercial real estate lending, and regional retail credit management. Mr. Kirkham graduated from Utah Valley University with a bachelor’s degree in business management. He is currently attending Pacific Coast Banking School.

Ryan H. Jones has served as Senior Vice President and Chief Lending Officer since October 2018 and previously served as Northern Region Manager from April 2014. Mr. Jones has held various positions at PIB for more than 13 years in the banking subsidiary of PUB since 2016. Hefinancial services sector. Mr. Jones has over 2518 years of banking experience with LSB13 years at PIB. Most recently, Mr. Jones was Senior Vice President and Northern Region Manager for PIB. Prior to working for PIB, Mr. Jones spent five years with Washington Mutual. Mr. Jones graduated from the Federal Land Bank in California. He is a graduateUniversity of Utah State University with a Bachelor’s degree in Agricultural Economics andeconomics in 2002. In 2007, he received an MBA from Arizona State University. Mr. Jones is also a graduate of the Pacific Coast Banking School.

Lane E. WilsonChristine (Chris) Linford has servedjoined People’s Intermountain Bank in November 2018 as PUB’s Senior Vice President and Chief Sales OfficerPeople Officer. Ms. Linford has over 17 years of PUBexperience providing human resources support and PIB since April 2013. Previously he servedleadership in the financial industry. The majority of those years were in the Washington, D.C. metro area. While serving as Regional Senior Vice President Southern Regionat Bank of Georgetown in Washington, D.C. for more than six years, Ms. Linford led the human resources and marketing departments, which included corporate administration and management, employee relations, compensation and benefits, payroll, recruiting, training and board of director relations. Prior to joining PIB, Ms. Linford worked for two years as the Vice President of Human Resources for Mountain America Credit Union. Ms. Linford graduated with a Bachelor of Arts in communication from 2004 to 2013. He has over 30 yearsthe University of banking experience, primarily in the residential mortgage business, commercial real estate and construction lending. He attended Brigham Young University and is a graduate of the Graduate School of Banking at Colorado.Maryland.

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Composition and Classification of Our Board of Directors

Our Amended and Restated Bylaws currently allow for up to fifteen seats on our Board of Directors, twelveeleven of which are currently authorized by our Board. Pursuant to our Articles, our directors are divided into three classes serving staggered three-year terms. Class I, Class II, and Class III directors serve until our annual meetings of shareholders in 2017, 20182020, 2021 and 2019,2022, respectively. At each annual meeting of shareholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors serving on our Board of Directors.

Our Board of Directors is currently led by its chairman, Paul Gunther.Richard T. Beard. We believe it is currently in the best interest of the Company and its shareholders to have a person other than our Chief Executive Officer serve in such capacity.capacity, although our

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Board of Directors has not adopted a policy with regard to whether the same person should serve as both the chairman and Chief Executive Officer.Our Board of Directors believes it is most appropriate to retain the discretion and flexibility to make such determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. We have determined that our current separation of the roles of chairman and Chief Executive Officer is appropriate given the differences in the roles and duties of the two positions and the individuals currently serving in these positions.

Meetings of the Board of Directors and Its Committees

During 2016,2018, our Board of Directors held 12 regular meetings, two special meetings, and one strategic planning meeting. No incumbent director attended fewer than 75% of the total number of Board meetings held during the period for which such director has been a director and committee meetings of which such director was a member. Although weWe do not have a formal policy of requiring directors to attend the annual shareholders meeting, allmeeting; however, 11 of the 12 directors attended the 20162018 annual meeting of shareholders held on May 18, 2016.23, 2018.

Corporate Governance

We will continue to focus on good corporate governance practices. NASDAQ rules define who may be considered an “independent” director and require independent directors to meet periodically in executive session. In addition, PUB has a Code of Ethics and Business Conduct, which is available on our website at www.peoplesutah.com or by contacting Wolfgang T. N. Muelleck,Mark K. Olson, PUB’s Chief Financial Officer, at (801) 642-3998. Further actions to enhance our corporate governance mechanisms will be taken as required by law and the exchanges upon which our shares are listed, or as otherwise deemed necessary or appropriate by the Board of Directors, with a continuing focus on high standards of corporate governance.

Independence of Directors

Under the listing requirements of The NASDAQ Capital Market, a majority of our Board of Directors must be comprised of independent directors. Our Board of Directors has determined that a majority of our directors are independent as defined under NASDAQ Stock Market Rules.

Our Board of Directors conducts an annual review of director independence. During this review, our Board of Directors considers transactions and relationships during the prior year between each director or any member of his or her immediate family and PUB and its subsidiaries, affiliates and equity investors, including those reported under “Certain Relationships and Related PartyRelated-Party Transactions” below. Our Board of Directors also examines transactions and relationships between directors or their affiliates and members of senior management or their affiliates. The purpose of this review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, our Board of Directors has affirmatively determined that the following directors and director nominee are independent under NASDAQ Stock Market Rules and under PUB’s general standard of independence: R. Brent Anderson; Deborah S. Bayle; Matthew S. Browning; Natalie Gochnour; Dale O. Gunther; Jonathan B. Gunther; Paul R. Gunther, Dale O. Gunther, Jonathan B. Gunther, Deborah S. Bayle, Len E. Williams, R. Brent AndersonGunther; and Douglas H. Swenson. The remaining directors were determined to not be independent.

Director Qualifications

PUB’s corporate governance guidelines contain criteria considered by the Nominating and Governance Committee in evaluating nominees for a position on its Board. All nominees, including incumbent directors, board nominees and shareholder nominees are evaluated in the same manner. Generally, the Nominating and Governance Committee believes that directors should possess the highest personal and professional ethics and integrity and should have broad experience in positions with a high degree of responsibility, corporate board experience and the ability to commit adequate time and effort to serve as a director.

Although we do not have a formal diversity policy, criteria that will be considered include expertise currently desired on our Board of Directors, geography, diversity, finance or financial service industry experience, ethical standards and involvement in the community. The Nominating and Governance Committee also evaluates potential nominees

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to determine ifwhether they meet the required standard of independence (to ensure that at least a majority of the directors will, at all times, be independent).

Pursuant to our Corporate Governance Guidelines, directors of PUB may not serve on the board of another unaffiliated insured depository institution, bank holding company, financial holding company or thrift holding company having operations in any market area in which PUB or any of its affiliated entities has operations while serving as our director.

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Shareholder Nominations

The Nominating and Governance Committee, which is responsible offor the nomination of candidates for appointment or election to the Board of Directors, will consider, but shall not be required to nominate, candidates recommended by our shareholders. Generally speaking, the manner in which the Nominating and Governance Committee evaluates nominees for director recommended by a shareholder will be the same as for nominees from other nominating sources. However, the Nominating and Governance Committee will seek and consider information concerning the relationship between a shareholder’s nominee and that shareholder to determine whether the nominee can effectively represent the interest of all shareholders. Shareholders wishing to make such recommendation to the Nominating and Governance Committee for its consideration may do so by submitting a written recommendation, including detailed information on the proposed candidate, including education, professional experience and expertise, via mail addressed as follows:

People’s Utah Bancorp

c/o Randall D Benson,Adelaide Maudsley, Corporate Secretary

1 East Main Street

American Fork, UT 84003

Committees of the Board of Directors

Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Compensation Committee, the Nominating and Governance Committee, the Audit and Compliance Committee, and the Enterprise Risk ManagementOversight Committee, and Fintech Committee. Our Board of Directors also may establish such other committees, as it deems appropriate, in accordance with applicable law and regulations and our corporate governance policies. Information with respect to each of these committees is set forth below.  

Compensation Committee. The Compensation Committee consists of Douglas H. Swenson, Dale O. Gunther,serving as Chairman, with R. Brent Anderson, Deborah S. Bayle, and R. Brent Anderson, with Mr. SwensonDale O. Gunther serving as Chairman.members. The Board of Directors has determined that all of the members of the Compensation Committee are independent directors as defined under NASDAQ Stock Market Rules. The Compensation Committee acts under a written charter adopted by the Board of Directors, which charter can be obtained on our website www.peoplesutah.com. This committee oversees our compensation and employee benefit plans and practices, including our executive compensation plans, and our incentive compensation and equity-based plans. The Compensation Committee annually reviews and approves corporate goals and objectives relevant to the Chief Executive OfficerOfficer’s and Chief Financial Officer’s compensation and evaluates the Chief Executive Officer’s and Chief Financial Officer’s performance in light of those goals and objectives. Additionally, the Compensation Committee reviews and approves the compensation of all other executive officers. Within its charter, the Compensation Committee has the authority to engage the services of outside advisors, experts, and others to assist the committee. DuringBeginning fiscal 2016, the Compensation Committee engaged McLagan as a compensation consultant. This compensation consultant provided information to the Compensation Committee regarding long-term incentive plans, executive compensation and director compensation that were used as components of the overall mix of information used to evaluate our compensation plans. The Compensation Committee reviewed its relationship with McLagan and has determined that its work has not raised any conflicts of interest. This committee met sevensix times in 2016.2018.

Nominating and Governance Committee. The Nominating and Governance Committee consists of Deborah S. Bayle, serving as Chairperson, with R. Brent Anderson, Dale O. Gunther, and Deborah S. Bayle with Dale O.Jonathan B. Gunther serving as Chairman.members. The Board of Directors has determined that all of the members of the Nominating and Governance Committee are independent directors as defined under NASDAQ Stock Market Rules. The Nominating and Governance Committee acts under a written charter adopted by the PUB Board of Directors, which charter can be obtained on our website www.peoplesutah.com. This committee is responsible for developing and implementing policies and practices relating to corporate governance.

In addition, the Nominating and Governance Committee is responsible for developing criteria for the selection and evaluation of directors and recommends to the Board of Directors candidates for election as directors and senior management.directors. This committee met twicetwelve times in 2016.2018.

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Audit and Compliance Committee. The Audit and Compliance Committee of PUB consists of R. Brent Anderson, serving as Chairman, with Deborah S. Bayle and Douglas H. Swenson serving as members, each of whom have been determined by the Board of Directors to be independent directors as defined under NASDAQ Stock Market Rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Anderson serves as Chairman of the Audit and Compliance Committee. The Board of Directors has determined that Mr. Anderson and Mr. Swenson are each an “audit committee financial expert,” as defined by the rules and regulations of the SEC. For aA summary of Mr. Anderson’s and Mr. Swenson’s relevant experience see their biographies above.and qualifications can be found in the section labelled “Directors and Other Executive Officers” contained herein.

The Audit and Compliance Committee acts under a written charter adopted by PUB’s Board of Directors, which charter can be obtained on our website www.peoplesutah.com. The Audit and Compliance Committee is primarily responsible for monitoring the integrity of PUB’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance and public disclosure of financial information; monitoring the independence and performance of PUB’s independent registered public accountants and internal auditing department; and maintaining free and open communication between the Audit and Compliance Committee, the independent auditors, management, the internal auditing department, and the Board of Directors. It also reviews all potential affiliated transactions from outside vendors and between the affiliates to determine compliance with regulatory rules. This committee met 15twelve times in 2016.2018.

Enterprise Risk ManagementOversight Committee. The Enterprise Risk ManagementOversight Committee currently consists of Wolfgang T. N. Muelleck, andserving as Chairman, with R. Brent Anderson. with Mr. MuelleckAnderson and Jonathan B. Gunther serving as Chairman.members. The committee oversees all major risk areasenterprise risks of PUB. The Committee acts under a written charter adopted by the PUB Board of Directors. The committee is tasked with reviewing all material enterprise risks to PUB and the Bank and reviewing risk mitigation policies. This committee met fourfive times in 2016.2018.

Fintech Committee. The Fintech Committee consists of Matthew S. Browning, serving as Chairman, with Len E. Williams serving as member. The committee provides oversight over the Company's strategies related to the offering of innovative technology-driven products and services as a separate delivery channel. The Committee acts under a written charter adopted by the PUB Board of Directors. This committee was formed in November 2018 but did not meet in 2018.

CompensationMembers of the Audit Committee Interlocks

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE SELECTION OF MOSS ADAMS TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

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Directors and Insider ParticipationOther Executive Officers

ForThe following table and descriptions below set forth certain information regarding our directors, director nominees and executive officers. As reported by the year ended December 31, 2016, our Compensation Committee consisted of Melvin L. Kirkham, Douglas H. Swenson,Company on March 5, 2019, Dale O. Gunther Deborah S. Bayle and R. Brent Anderson. ExceptWolfgang T. N. Muelleck will not stand for Dale O. Gunther, none of them reelection at the Annual Meeting.

Richard T. Beard has at any time been an officer or associate of PUB. Noneserved as director of the members of our Compensation Committee has had any relationship with usCompany since 2004 and currently serves as Chairman of the type that is required to be disclosedBoard. He served as a related party transaction under Item 404Chief Executive Officer and President of Regulation S-K, except as otherwise disclosedPUB from January 2006 until he retired on January 2, 2018. He served on the Federal Deposit Insurance Corporation Community Bank Advisory Board in this proxy statement. In addition, none of our executive officers serves orWashington D.C. He has served as a member of our Board of Directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Communications with Directors

We have not adopted a formal process for shareholder communications with the Board of Directors. We believe it is appropriate to not have a formal process for shareholder communications with the Board of Directors because historically we have received such shareholder communications very infrequently. Nevertheless, we have tried to ensure thatof the viewsUtah Bankers Association. He also served as a director on the Board of shareholders are heardthe Utah Community Reinvestment Corporation, funding low income housing in Utah and the Board of the Utah Department of Financial Institutions, appointed by the Governor of Utah. He has been a Past Chairman of the Board of Directors or individual directors, as applicable,of Western Independent Bankers, based in San Francisco, California. He holds a Juris Doctor degree from the University of Utah College of Law and that appropriate responses are provided to shareholdersa Bachelor of Science degree in Political Science from the University of Utah. He is also a timely manner. We believe our responsiveness to shareholder communicationsgraduate of the Pacific Coast Banking School. Mr. Beard brings extensive expertise and experience to the Board from 26 years in the legal profession advising clients in various industries, including the Company, on mergers and acquisitions, securities matters and his 13 years of Directorsexperience as the former President and CEO of the Company advising the Board on strategic matters.

Dale O. Gunther has been good. A shareholder may submit any communication with directorsserved as director of the Company since 1998 and as Vice Chairman since 2006. Prior to us at our corporate offices,PUB being formed he was a director of BAF since 1971. He served as President and CEO of the Company from 1988 to 2005, after which he retired. He currently serves as a member of the Compensation Committee, and the Nominating and Governance Committee. He is President, Chief Executive Officer, and a member of the board of Alpine Financial LLC. He holds a Bachelor of Science degree in Finance and Banking from Brigham Young University and is a graduate of Pacific Coast Banking School. Dale O. Gunther and Paul R. Gunther are brothers. Jonathan B. Gunther is a nephew of Paul R. Gunther and Dale O. Gunther. Mr. Gunther brings leadership skills, his long career in the banking industry in various executive positions in the Company and the Utah Bankers Association and brings valuable knowledge of local real estate trends to the attentionBoard.

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Len E. Williams has served as a director of Richard T. Beard,the Company since March 2017. On January 2, 2018, Mr. Williams became the Company’s President and Chief Executive Officer. Mr. Williams is the former Director, President and Chief Executive Officer of Home Federal Bancorp, a public company. He remained in that position until the company was sold in 2014, after which he retired until his employment with the Company. Mr. Williams has over 35 years of successful commercial banking experience serving in many regional and national bank leadership roles. Mr. Williams holds an M.B.A. from the University of Washington and is a graduate of the Pacific Coast Banking School. Mr. Williams brings a strong banking and commercial lending background, mergers and acquisitions, and public company experience.  

Paul R. Gunther has served as a director of the Company since 1998 and as Chairman of the Board Rolefrom 2003 to mid 2018. Prior to PUB being formed he was a director of BAF since 1984. From 1989 to 2014 he served as Plan Administrator to various businesses in bankruptcy, principally in the retail industry, after which he retired. He holds a Master’s of Business Administration degree from Harvard Business School and a Bachelor of Arts degree in Humanities from Brigham Young University. Paul R. Gunther and Dale O. Gunther are brothers. Jonathan B. Gunther is a nephew of Paul R. Gunther and Dale O. Gunther. Mr. Gunther brings extensive experience and expertise in serving as chairman of the board and director, executive-level leadership in finance and strategic business decision making to the Board.

David G. Anderson has served as a director of the Company since 1998. Prior to PUB being formed he was a director of BAF since 1988. He has served as Senior Vice President and Chief Credit Officer from November 2013 until his retirement in December 2018. He served as Senior Vice President, Loan Administration from 2004 to 2013, and has been with the Company since 1973. He holds a Bachelor of Science degree in Business Management from Brigham Young University and is a graduate of the Pacific Coast Banking School. David G. Anderson and Fred W. Fairclough, Jr. are brothers-in-law. Mr. Anderson brings over 40 years of banking experience as a lending executive including extensive knowledge of local real estate development and markets to the Board.

Fred W. Fairclough, Jr. has served as a director of the Company since 2000. He was a consultant from 1998 to 2017 to Bonneville Real Estate Capital, formerly known as Bonneville Mortgage Company, a Salt Lake City, Utah commercial mortgage banking firm he co-founded in 1976. He currently serves on the Board of Directors at various community organizations. He served as a director of Advanta Bank Corp. from 2000 to 2010. In 2009, the FDIC issued an order to cease and desist and an order for restitution to Advanta. In 2010, Advanta was seized by the FDIC and liquidated. He obtained his Bachelor of Science degree in Marketing from the University of Utah in 1971. David G. Anderson and Fred W. Fairclough, Jr. are brothers-in-law. Mr. Fairclough brings experience as an executive in the commercial real estate lending industry, a director of numerous boards and, extensive knowledge of local real estate development and business markets to the Board.

Wolfgang T. N. Muelleck has served as a director of the Company since 2004. He served as Executive Vice President and Chief Financial Officer of PUB from January 2004 until he retired on January 2, 2018. He currently serves as the Company’s Chairman of the Enterprise Risk OversightManagement Committee and as a director of a California-based business services company. He previously served on the advisory committee to the Federal Home Loan Bank of Des Moines. He was a partner with Ernst & Young serving various publicly held clients. He holds a Master’s degree in Business Administration from the University of Utah and a Bachelor of Science degree in Accounting from Brigham Young University and is a member of the American Institute of Certified Public Accountants (AICPA). Mr. Muelleck brings experience and expertise to the Board from his 20 year career as a director and financial executive in the banking industry, negotiating and managing mergers and acquisitions, and his 15 year career in public accounting auditing and advising clients in public company matters.

R. Brent Anderson has served as a director of the Company since 2007. He is currently serving as Chairman of the Audit and Compliance Committee, and as a member of the Compensation Committee, the Enterprise Risk Management Committee, and Nominating and Governance Committee. He is currently retired. He holds a Bachelor’s degree in Accounting from Weber State University and is a member of the American Institute of Certified Public Accountants (AICPA) and is a Certified Public Accountant. Mr. Anderson brings extensive experience and expertise as a former audit partner in an international public accounting firm serving a number of financial institutions, his experience as a previous chairman of the audit committee and director of another financial institution and executive-level experience to the Board.

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Douglas H. Swenson has served as a director of the Company since 2013. He served previously as a director of LSB since 2004 and Chairman of LSB since 2010. He is currently serving as Chairman of the Compensation Committee and on the Audit and Compliance Committee. He is on the Board of Directors and is currently the Executive Vice President and Chief Financial Officer of Jack’s Tire and Oil, Inc. where he has served since 1998. He is also a member of the board of directors of Vision Insurance Company in connection with the Jack’s Tire and Oil, Inc. insurance program. He also serves as a trustee for Logan Regional Hospital. He is a Certified Public Accountant with 40 years of experience and is a member of the AICPA. He is a graduate of Brigham Young University with a Bachelor of Science degree in Accounting. Mr. Swenson brings experience and expertise as a former audit partner in a public accounting firm, as a financial executive in the trucking services industry and as a former chairman of the Board of Lewiston State Bank.

Deborah S. Bayle has served as a director of the Company since 2014 and chairs the Nominating and Governance Committee. She is also a member of the Audit and Compliance Committee and the Compensation Committee. She has more than 40 years’ experience in increasingly responsible management positions. In 2015, she retired as the President and CEO of United Way of Salt Lake after 16 years of service. She is currently the CEO of DSB Consulting, LLC, where she works with clients in the areas of executive coaching, professional development, organizational management and change strategy. She also serves as a director of several organizations, including the National Association of Corporate Directors, Utah Chapter, where she sits on the Executive Committee and chairs the Program Committee. She spent six years as director of the Salt Lake City Branch of the Federal Reserve Bank of San Francisco. She is an alumnus of Weber State University. Ms. Bayle brings extensive expertise in executive-level leadership and innovation, corporate governance, marketing and strategic business decision-making to the Board.

Jonathan B. Gunther was elected as a director of the Company in May 2017. Jonathan is a member of the Nominating and Governance Committee and the Enterprise Risk Management Committee. Jonathan is the nephew of Paul R. Gunther and Dale O. Gunther. He holds a Doctor of Medicine degree from Columbia University, and is Board-certified in Ophthalmology and holds a B.S degree in Finance from Brigham Young University. He has been a practicing physician since 2005, President of Excel Eye Center and a partner/manager of various commercial office buildings. Mr. Gunther brings experience in executive management and commercial real estate to the Board.  

Matthew S. Browning was elected a director of the Company in July 2017. Since 2014, Mr. Browning has served as COO of Snap! Finance, a technology-based, alternative-financial-services company. Prior to Snap! Finance, he served as President of Target Bank, the issuer of credit cards and gift cards for Target, the national retailer, from 2007-2012. He has more than 20 years of strategy, finance and operations experience from his roles in general management, corporate strategy, consulting, turnaround work, and investment banking. While his experience spans many industries, he brings particular expertise in the nexus of financial services and technology. Mr. Browning has served in leadership roles of state and national banking trade associations. He holds an MBA from the University of Chicago, Booth School of Business, a B.S. in Business from the University of Southern California, and he completed the Stonier Graduate School of Banking program at Wharton.  Mr. Browning brings leadership and management experience along with his many years of financial services and related technologies experience to the Board.

Natalie Gochnour leads the Kem C. Gardner Policy Institute at the University of Utah, where she has been employed since March 2014. She has over thirty years’ experience in research and commentary on the Utah economy and Utah demographics. She has a graduate degree in economics from the University of Utah and teaches public finance at the school. Her specific areas of business expertise include public tax and expenditure policy, the Utah economy, Utah demographics, macroeconomics, and Utah public policy. She is heavily involved in the local and regional communities and has broad leadership experience. She currently serves on several community non-profit boards, including Primary Children’s Hospital, World Trade Center Utah, Utah Olympic Legacy Foundation, and Envision Utah. She also serves on an advisory board for Dominion Energy and the corporate governing board of O.C. Tanner. She is keenly interested in public policies that promote balance, civility, and prosperity, sharing her views in regular columns in both Utah Business magazine and the Deseret News and also co-hosting Both Sides of the Aisle,a weekly public radio program on public affairs. Having been in both the private and public sectors, Ms. Gochnour would bring leadership, economic policy, and business experience to the Board. Ms. Gochnour was nominated to serve on the Board at the recommendation of the Company’s Nominating and Governance Committee.

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Other Executive Officers

Mark K. Olson has served as Executive Vice President and Chief Financial Officer of the Company since January 2018. Mr. Olson has more than 30 years of financial services and public accounting experience, and has held a number of senior financial management positions. Most recently, Mr. Olson served as EVP and CFO of California Republic Bank in Newport Beach, CA until its sale to Mechanics Bank in 2016, after which Mr. Olson joined PIB as Executive Vice President and Chief Financial Officer. Prior to California Republic Bank, Mr. Olson was EVP and CFO at Heritage Oaks Bank in Paso Robles, CA from 2014. Prior to Heritage Oaks Bank, Mr. Olson was EVP and CFO at Santa Barbara Bank & Trust, in Santa Barbara, CA until it was sold to Union Bank. Prior to Santa Barbara Bank & Trust, Mr. Olson was VP and Finance Director at Goldman Sachs Bank in Salt Lake City, Utah. Prior to Goldman Sachs Bank, Mr. Olson held a number of senior financial positions at Western Financial Bank until it was sold to Wachovia Corporation. Mr. Olson is a Certified Public Accountant and a member of the AICPA. He is a graduate of Utah State University with a Bachelor’s degree in Accounting.  

Rick W. Anderson has served as President and Chief Operations Officer of PIB, the banking subsidiary of PUB since 2016, and prior to that, served as Northern Region Manager and Chief Operations Officer for several years. Mr. Anderson has been with the Company since May 2008. He has been in the banking industry for over 37 years, having served as Chief Financial Officer and Chief Operating Officer of Far West Bank before it was acquired by another banking organization in 2006. He holds a Bachelor of Science degree in Business Management from Brigham Young University.

Judd P. Kirkham has served as Senior Vice President and Chief Credit Officer of PIB since November 2018. Prior to that, he served for approximately one year as Senior Vice President and Commercial Banking Manager for PIB and before that was a commercial lending department manager. Prior to joining PIB in August 2013, Mr. Kirkham worked for 17 years at Zions Bank in various roles in commercial lending, commercial real estate lending, and regional retail credit management. Mr. Kirkham graduated from Utah Valley University with a bachelor’s degree in business management. He is currently attending Pacific Coast Banking School.

Ryan H. Jones has served as Senior Vice President and Chief Lending Officer since October 2018 and previously served as Northern Region Manager from April 2014. Mr. Jones has held various positions at PIB for more than 13 years in the financial services sector. Mr. Jones has 18 years of banking experience with 13 years at PIB. Most recently, Mr. Jones was Senior Vice President and Northern Region Manager for PIB. Prior to working for PIB, Mr. Jones spent five years with Washington Mutual. Mr. Jones graduated from the University of Utah with a degree in economics in 2002. In 2007, he received an MBA from Arizona State University. Mr. Jones is also a graduate of the Pacific Coast Banking School.

Christine (Chris) Linford joined People’s Intermountain Bank in November 2018 as Senior Vice President and Chief People Officer. Ms. Linford has over 17 years of experience providing human resources support and leadership in the financial industry. The majority of those years were in the Washington, D.C. metro area. While serving as Senior Vice President at Bank of Georgetown in Washington, D.C. for more than six years, Ms. Linford led the human resources and marketing departments, which included corporate administration and management, employee relations, compensation and benefits, payroll, recruiting, training and board of director relations. Prior to joining PIB, Ms. Linford worked for two years as the Vice President of Human Resources for Mountain America Credit Union. Ms. Linford graduated with a Bachelor of Arts in communication from the University of Maryland.

Composition and Classification of Our Board of Directors

Our Amended and Restated Bylaws currently allow for up to fifteen seats on our Board of Directors, eleven of which are currently authorized by our Board. Pursuant to our Articles, our directors are divided into three classes serving staggered three-year terms. Class I, Class II, and Class III directors serve until our annual meetings of shareholders in 2020, 2021 and 2022, respectively. At each annual meeting of shareholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors serving on our Board of Directors.

Our Board of Directors is responsible for overseeing the Company’s management of risk. The Board established the Enterprise Risk Management Committee to effectively oversee the Company’s enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of the Company for the benefit of the shareholders. The Board of Directors understands thatcurrently led by its focus on effective risk oversightchairman, Richard T. Beard. We believe it is critical to setting the Company’s tone and culture towards effective risk management. To administer its oversight function, the Enterprise Risk Management Committee seeks to understand the Company’s risk philosophy by having discussions with management to establish a mutual understanding of the Company’s overall appetite for risk. Our Board of Directors through the Enterprise Risk Management Committee maintains an active dialogue with management about existing risk management processes and how management identifies, assesses, and manages the Company’s most significant risk exposures and expects frequent updates from management about the Company’s most significant risks to enable it to evaluate whether management is responding appropriately.

In addition to the Enterprise Risk Management Committee, our Board of Directors relies on each of its other committees to help oversee the risk management responsibilities relating to the functions performed by such committees. Our Audit and Compliance Committee periodically discusses with management the Company’s major financial risk exposures

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and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. Our Compensation Committee helps the Board of Directors to identify the Company’s exposure to any risks potentially created by our compensation programs and practices. Our Nominating and Governance Committee oversees risks relating to the Company’s corporate compliance programs and assists the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and a commitment to compliance with the law. All of the board committees are required to make regular reports of its actions and any recommendations to the Board of Directors, including recommendations to assist the Board of Directors with its overall risk oversight function.

PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

We are asking the shareholders to ratify the selection of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2016. A majority of the votes present in person or represented by proxy at the Annual Meeting is required to ratify the selection of Tanner LLC. Abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the vote for this proposal.

In the event the shareholders fail to ratify the appointment, the Audit Committee will consider it as a direction to select other auditors for the subsequent year. Even if the selection is ratified, the Board or Audit Committee, in their discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if we determine that such change would becurrently in the best interest of the Company and its shareholders.shareholders to have a person other than our Chief Executive Officer serve in such capacity, although our

Tanner LLC audited9

Board of Directors has not adopted a policy with regard to whether the Company’s financial statementssame person should serve as both the chairman and Chief Executive Officer.Our Board of December 31, 2016Directors believes it is most appropriate to retain the discretion and 2015 andflexibility to make such determinations at any given point in time in the way that it believes best to provide appropriate leadership for the three years ended December 31, 2016.Company at that time. We have determined that our current separation of the roles of chairman and Chief Executive Officer is appropriate given the differences in the roles and duties of the two positions and the individuals currently serving in these positions.

Meetings of the Board of Directors and Its representativesCommittees

During 2018, our Board of Directors held 12 regular meetings, two special meetings, and one strategic planning meeting. No incumbent director attended fewer than 75% of the total number of Board meetings held during the period for which such director has been a director and committee meetings of which such director was a member. We do not have a formal policy requiring directors to attend the annual shareholders meeting; however, 11 of the 12 directors attended the 2018 annual meeting of shareholders held on May 23, 2018.

Corporate Governance

We will continue to focus on good corporate governance practices. NASDAQ rules define who may be considered an “independent” director and require independent directors to meet periodically in executive session. In addition, PUB has a Code of Ethics and Business Conduct, which is available on our website at www.peoplesutah.com or by contacting Mark K. Olson, PUB’s Chief Financial Officer, at (801) 642-3998. Further actions to enhance our corporate governance mechanisms will be present attaken as required by law and the annual meeting, and will haveexchanges upon which our shares are listed, or as otherwise deemed necessary or appropriate by the opportunity to makeBoard of Directors, with a statement if they desire to do so and willcontinuing focus on high standards of corporate governance.

Independence of Directors

Under the listing requirements of The NASDAQ Capital Market, a majority of our Board of Directors must be available to respond to appropriate questions.

 PRE-APPROVAL POLICIES

The Audit Committee pre-approved all audit, audit-related and non-audit services performed by ourcomprised of independent auditors and subsequently reviewed the actual fees and expenses paid to Tanner LLC. The Audit Committeedirectors. Our Board of Directors has determined that a majority of our directors are independent as defined under NASDAQ Stock Market Rules.

Our Board of Directors conducts an annual review of director independence. During this review, our Board of Directors considers transactions and relationships during the fees paidprior year between each director or any member of his or her immediate family and PUB and its subsidiaries, affiliates and equity investors, including those reported under “Certain Relationships and Related-Party Transactions” below. Our Board of Directors also examines transactions and relationships between directors or their affiliates and members of senior management or their affiliates. The purpose of this review is to Tanner LLCdetermine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, our Board of Directors has affirmatively determined that the following directors and director nominee are independent under NASDAQ Stock Market Rules and under PUB’s general standard of independence: R. Brent Anderson; Deborah S. Bayle; Matthew S. Browning; Natalie Gochnour; Dale O. Gunther; Jonathan B. Gunther; Paul R. Gunther; and Douglas H. Swenson. The remaining directors were determined to not be independent.

Director Qualifications

PUB’s corporate governance guidelines contain criteria considered by the Nominating and Governance Committee in evaluating nominees for servicesa position on its Board. All nominees, including incumbent directors, board nominees and shareholder nominees are compatibleevaluated in the same manner. Generally, the Nominating and Governance Committee believes that directors should possess the highest personal and professional ethics and integrity and should have broad experience in positions with maintaining Tanner LLC’sa high degree of responsibility, corporate board experience and the ability to commit adequate time and effort to serve as a director.

Although we do not have a formal diversity policy, criteria that will be considered include expertise currently desired on our Board of Directors, geography, diversity, finance or financial service industry experience, ethical standards and involvement in the community. The Nominating and Governance Committee also evaluates potential nominees to determine whether they meet the required standard of independence (to ensure that at least a majority of the directors will, at all times, be independent).

Pursuant to our Corporate Governance Guidelines, directors of PUB may not serve on the board of another unaffiliated insured depository institution, bank holding company, financial holding company or thrift holding company having operations in any market area in which PUB or any of its affiliated entities has operations while serving as our auditors.director.

PRINCIPAL ACCOUNTANT FEES AND SERVICES10

Shareholder Nominations

The following table presents fees for professional services rendered by Tanner LLCNominating and Governance Committee, which is responsible for the auditnomination of our annual financial statementscandidates for 2016 and 2015, and fees billed for other services rendered by Tanner LLC during those periods.

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AUDIT COMMITTEE REPORT

The Audit Committee has reviewed and discussed our audited financial statements with our management and has discussed with Tanner LLC the matters required to be discussed by Statement on Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee has received the written disclosures and the letter from Tanner LLC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence, and has discussed with Tanner LLC its independence from us.

Based on its review, the Audit Committee recommendedappointment or election to the Board of Directors, will consider, but shall not be required to nominate, candidates recommended by our shareholders. Generally speaking, the manner in which the Nominating and Governance Committee evaluates nominees for director recommended by a shareholder will be the same as for nominees from other nominating sources. However, the Nominating and Governance Committee will seek and consider information concerning the relationship between a shareholder’s nominee and that shareholder to determine whether the audited financial statementsnominee can effectively represent the interest of all shareholders. Shareholders wishing to make such recommendation to the Nominating and Governance Committee for our fiscal year ended December 31, 2016 be included in our Annual Reportits consideration may do so by submitting a written recommendation, including detailed information on Form 10-K for our fiscal year ended December 31, 2016.the proposed candidate, including education, professional experience and expertise, via mail addressed as follows:

Submitted by:People’s Utah Bancorp

c/o Adelaide Maudsley, Corporate Secretary

1 East Main Street

American Fork, UT 84003

Committees of the Board of Directors

Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Compensation Committee, Nominating and Governance Committee, Audit and Compliance Committee, Enterprise Risk Oversight Committee, and Fintech Committee. Our Board of Directors also may establish such other committees, as it deems appropriate, in accordance with applicable law and regulations and our corporate governance policies. Information with respect to each of these committees is set forth below.  

Compensation Committee. The Compensation Committee consists of Douglas H. Swenson, serving as Chairman, with R. Brent Anderson, Chairman

Deborah S. Bayle, and Dale O. Gunther serving as members. The Board of Directors has determined that all of the members of the Compensation Committee are independent directors as defined under NASDAQ Stock Market Rules. The Compensation Committee acts under a written charter adopted by the Board of Directors, which charter can be obtained on our website www.peoplesutah.com. This committee oversees our compensation and employee benefit plans and practices, including our executive compensation plans, and our incentive compensation and equity-based plans. The Compensation Committee annually reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s and Chief Financial Officer’s compensation and evaluates the Chief Executive Officer’s and Chief Financial Officer’s performance in light of those goals and objectives. Additionally, the Compensation Committee reviews and approves the compensation of all other executive officers. Within its charter, the Compensation Committee has the authority to engage the services of outside advisors, experts, and others to assist the committee. Beginning fiscal 2016, the Compensation Committee engaged McLagan as a compensation consultant. This compensation consultant provided information to the Compensation Committee regarding long-term incentive plans, executive compensation and director compensation that were used as components of the overall mix of information used to evaluate our compensation plans. The Compensation Committee reviewed its relationship with McLagan and has determined that its work has not raised any conflicts of interest. This committee met six times in 2018.

Nominating and Governance Committee. The Nominating and Governance Committee consists of Deborah S. Bayle, serving as Chairperson, with R. Brent Anderson, Dale O. Gunther, and Jonathan B. Gunther serving as members. The Board of Directors has determined that all of the members of the Nominating and Governance Committee are independent directors as defined under NASDAQ Stock Market Rules. The Nominating and Governance Committee acts under a written charter adopted by the PUB Board of Directors, which charter can be obtained on our website www.peoplesutah.com. This committee is responsible for developing and implementing policies and practices relating to corporate governance.

In addition, the Nominating and Governance Committee is responsible for developing criteria for the selection and evaluation of directors and recommends to the Board of Directors candidates for election as directors. This committee met twelve times in 2018.

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Audit and Compliance Committee. The Audit and Compliance Committee of PUB consists of R. Brent Anderson, serving as Chairman, with Deborah S. Bayle and Douglas H. Swenson serving as members, each of whom have been determined by the Board of Directors to be independent directors as defined under NASDAQ Stock Market Rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors has determined that Mr. Anderson and Mr. Swenson are each an “audit committee financial expert,” as defined by the rules and regulations of the SEC. A summary of Mr. Anderson’s and Mr. Swenson’s relevant experience and qualifications can be found in the section labelled “Directors and Other Executive Officers” contained herein.

The Audit and Compliance Committee acts under a written charter adopted by PUB’s Board of Directors, which charter can be obtained on our website www.peoplesutah.com. The Audit and Compliance Committee is primarily responsible for monitoring the integrity of PUB’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance and public disclosure of financial information; monitoring the independence and performance of PUB’s independent registered public accountants and internal auditing department; and maintaining free and open communication between the Audit and Compliance Committee, the independent auditors, management, the internal auditing department, and the Board of Directors. It also reviews all potential affiliated transactions from outside vendors and between the affiliates to determine compliance with regulatory rules. This committee met twelve times in 2018.

Enterprise Risk Oversight Committee. The Enterprise Risk Oversight Committee currently consists of Wolfgang T. N. Muelleck, serving as Chairman, with R. Brent Anderson and Jonathan B. Gunther serving as members. The committee oversees all major enterprise risks of PUB. The Committee acts under a written charter adopted by the PUB Board of Directors. The committee is tasked with reviewing all material enterprise risks to PUB and the Bank and reviewing risk mitigation policies. This committee met five times in 2018.

Fintech Committee. The Fintech Committee consists of Matthew S. Browning, serving as Chairman, with Len E. Williams serving as member. The committee provides oversight over the Company's strategies related to the offering of innovative technology-driven products and services as a separate delivery channel. The Committee acts under a written charter adopted by the PUB Board of Directors. This committee was formed in November 2018 but did not meet in 2018.

Members of the Audit Committee

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE SELECTION OF TANNER LLCMOSS ADAMS TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.2019.

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Directors and Other Executive Officers

The following table and descriptions below set forth certain information regarding our directors, director nominees and executive officers. As reported by the Company on March 5, 2019, Dale O. Gunther and Wolfgang T. N. Muelleck will not stand for reelection at the Annual Meeting.

Richard T. Beard has served as director of the Company since 2004 and currently serves as Chairman of the Board. He served as Chief Executive Officer and President of PUB from January 2006 until he retired on January 2, 2018. He served on the Federal Deposit Insurance Corporation Community Bank Advisory Board in Washington D.C. He has served as a member of the Board of Directors of the Utah Bankers Association. He also served as a director on the Board of the Utah Community Reinvestment Corporation, funding low income housing in Utah and the Board of the Utah Department of Financial Institutions, appointed by the Governor of Utah. He has been a Past Chairman of the Board of Directors of Western Independent Bankers, based in San Francisco, California. He holds a Juris Doctor degree from the University of Utah College of Law and a Bachelor of Science degree in Political Science from the University of Utah. He is also a graduate of the Pacific Coast Banking School. Mr. Beard brings extensive expertise and experience to the Board from 26 years in the legal profession advising clients in various industries, including the Company, on mergers and acquisitions, securities matters and his 13 years of experience as the former President and CEO of the Company advising the Board on strategic matters.

Dale O. Gunther has served as director of the Company since 1998 and as Vice Chairman since 2006. Prior to PUB being formed he was a director of BAF since 1971. He served as President and CEO of the Company from 1988 to 2005, after which he retired. He currently serves as a member of the Compensation Committee, and the Nominating and Governance Committee. He is President, Chief Executive Officer, and a member of the board of Alpine Financial LLC. He holds a Bachelor of Science degree in Finance and Banking from Brigham Young University and is a graduate of Pacific Coast Banking School. Dale O. Gunther and Paul R. Gunther are brothers. Jonathan B. Gunther is a nephew of Paul R. Gunther and Dale O. Gunther. Mr. Gunther brings leadership skills, his long career in the banking industry in various executive positions in the Company and the Utah Bankers Association and brings valuable knowledge of local real estate trends to the Board.

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Len E. Williams has served as a director of the Company since March 2017. On January 2, 2018, Mr. Williams became the Company’s President and Chief Executive Officer. Mr. Williams is the former Director, President and Chief Executive Officer of Home Federal Bancorp, a public company. He remained in that position until the company was sold in 2014, after which he retired until his employment with the Company. Mr. Williams has over 35 years of successful commercial banking experience serving in many regional and national bank leadership roles. Mr. Williams holds an M.B.A. from the University of Washington and is a graduate of the Pacific Coast Banking School. Mr. Williams brings a strong banking and commercial lending background, mergers and acquisitions, and public company experience.  

Paul R. Gunther has served as a director of the Company since 1998 and as Chairman of the Board from 2003 to mid 2018. Prior to PUB being formed he was a director of BAF since 1984. From 1989 to 2014 he served as Plan Administrator to various businesses in bankruptcy, principally in the retail industry, after which he retired. He holds a Master’s of Business Administration degree from Harvard Business School and a Bachelor of Arts degree in Humanities from Brigham Young University. Paul R. Gunther and Dale O. Gunther are brothers. Jonathan B. Gunther is a nephew of Paul R. Gunther and Dale O. Gunther. Mr. Gunther brings extensive experience and expertise in serving as chairman of the board and director, executive-level leadership in finance and strategic business decision making to the Board.

David G. Anderson has served as a director of the Company since 1998. Prior to PUB being formed he was a director of BAF since 1988. He has served as Senior Vice President and Chief Credit Officer from November 2013 until his retirement in December 2018. He served as Senior Vice President, Loan Administration from 2004 to 2013, and has been with the Company since 1973. He holds a Bachelor of Science degree in Business Management from Brigham Young University and is a graduate of the Pacific Coast Banking School. David G. Anderson and Fred W. Fairclough, Jr. are brothers-in-law. Mr. Anderson brings over 40 years of banking experience as a lending executive including extensive knowledge of local real estate development and markets to the Board.

Fred W. Fairclough, Jr. has served as a director of the Company since 2000. He was a consultant from 1998 to 2017 to Bonneville Real Estate Capital, formerly known as Bonneville Mortgage Company, a Salt Lake City, Utah commercial mortgage banking firm he co-founded in 1976. He currently serves on the Board of Directors at various community organizations. He served as a director of Advanta Bank Corp. from 2000 to 2010. In 2009, the FDIC issued an order to cease and desist and an order for restitution to Advanta. In 2010, Advanta was seized by the FDIC and liquidated. He obtained his Bachelor of Science degree in Marketing from the University of Utah in 1971. David G. Anderson and Fred W. Fairclough, Jr. are brothers-in-law. Mr. Fairclough brings experience as an executive in the commercial real estate lending industry, a director of numerous boards and, extensive knowledge of local real estate development and business markets to the Board.

Wolfgang T. N. Muelleck has served as a director of the Company since 2004. He served as Executive Vice President and Chief Financial Officer of PUB from January 2004 until he retired on January 2, 2018. He currently serves as the Company’s Chairman of the Enterprise Risk Management Committee and as a director of a California-based business services company. He previously served on the advisory committee to the Federal Home Loan Bank of Des Moines. He was a partner with Ernst & Young serving various publicly held clients. He holds a Master’s degree in Business Administration from the University of Utah and a Bachelor of Science degree in Accounting from Brigham Young University and is a member of the American Institute of Certified Public Accountants (AICPA). Mr. Muelleck brings experience and expertise to the Board from his 20 year career as a director and financial executive in the banking industry, negotiating and managing mergers and acquisitions, and his 15 year career in public accounting auditing and advising clients in public company matters.

R. Brent Anderson has served as a director of the Company since 2007. He is currently serving as Chairman of the Audit and Compliance Committee, and as a member of the Compensation Committee, the Enterprise Risk Management Committee, and Nominating and Governance Committee. He is currently retired. He holds a Bachelor’s degree in Accounting from Weber State University and is a member of the American Institute of Certified Public Accountants (AICPA) and is a Certified Public Accountant. Mr. Anderson brings extensive experience and expertise as a former audit partner in an international public accounting firm serving a number of financial institutions, his experience as a previous chairman of the audit committee and director of another financial institution and executive-level experience to the Board.

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Douglas H. Swenson has served as a director of the Company since 2013. He served previously as a director of LSB since 2004 and Chairman of LSB since 2010. He is currently serving as Chairman of the Compensation Committee and on the Audit and Compliance Committee. He is on the Board of Directors and is currently the Executive Vice President and Chief Financial Officer of Jack’s Tire and Oil, Inc. where he has served since 1998. He is also a member of the board of directors of Vision Insurance Company in connection with the Jack’s Tire and Oil, Inc. insurance program. He also serves as a trustee for Logan Regional Hospital. He is a Certified Public Accountant with 40 years of experience and is a member of the AICPA. He is a graduate of Brigham Young University with a Bachelor of Science degree in Accounting. Mr. Swenson brings experience and expertise as a former audit partner in a public accounting firm, as a financial executive in the trucking services industry and as a former chairman of the Board of Lewiston State Bank.

Deborah S. Bayle has served as a director of the Company since 2014 and chairs the Nominating and Governance Committee. She is also a member of the Audit and Compliance Committee and the Compensation Committee. She has more than 40 years’ experience in increasingly responsible management positions. In 2015, she retired as the President and CEO of United Way of Salt Lake after 16 years of service. She is currently the CEO of DSB Consulting, LLC, where she works with clients in the areas of executive coaching, professional development, organizational management and change strategy. She also serves as a director of several organizations, including the National Association of Corporate Directors, Utah Chapter, where she sits on the Executive Committee and chairs the Program Committee. She spent six years as director of the Salt Lake City Branch of the Federal Reserve Bank of San Francisco. She is an alumnus of Weber State University. Ms. Bayle brings extensive expertise in executive-level leadership and innovation, corporate governance, marketing and strategic business decision-making to the Board.

Jonathan B. Gunther was elected as a director of the Company in May 2017. Jonathan is a member of the Nominating and Governance Committee and the Enterprise Risk Management Committee. Jonathan is the nephew of Paul R. Gunther and Dale O. Gunther. He holds a Doctor of Medicine degree from Columbia University, and is Board-certified in Ophthalmology and holds a B.S degree in Finance from Brigham Young University. He has been a practicing physician since 2005, President of Excel Eye Center and a partner/manager of various commercial office buildings. Mr. Gunther brings experience in executive management and commercial real estate to the Board.  

Matthew S. Browning was elected a director of the Company in July 2017. Since 2014, Mr. Browning has served as COO of Snap! Finance, a technology-based, alternative-financial-services company. Prior to Snap! Finance, he served as President of Target Bank, the issuer of credit cards and gift cards for Target, the national retailer, from 2007-2012. He has more than 20 years of strategy, finance and operations experience from his roles in general management, corporate strategy, consulting, turnaround work, and investment banking. While his experience spans many industries, he brings particular expertise in the nexus of financial services and technology. Mr. Browning has served in leadership roles of state and national banking trade associations. He holds an MBA from the University of Chicago, Booth School of Business, a B.S. in Business from the University of Southern California, and he completed the Stonier Graduate School of Banking program at Wharton.  Mr. Browning brings leadership and management experience along with his many years of financial services and related technologies experience to the Board.

Natalie Gochnour leads the Kem C. Gardner Policy Institute at the University of Utah, where she has been employed since March 2014. She has over thirty years’ experience in research and commentary on the Utah economy and Utah demographics. She has a graduate degree in economics from the University of Utah and teaches public finance at the school. Her specific areas of business expertise include public tax and expenditure policy, the Utah economy, Utah demographics, macroeconomics, and Utah public policy. She is heavily involved in the local and regional communities and has broad leadership experience. She currently serves on several community non-profit boards, including Primary Children’s Hospital, World Trade Center Utah, Utah Olympic Legacy Foundation, and Envision Utah. She also serves on an advisory board for Dominion Energy and the corporate governing board of O.C. Tanner. She is keenly interested in public policies that promote balance, civility, and prosperity, sharing her views in regular columns in both Utah Business magazine and the Deseret News and also co-hosting Both Sides of the Aisle,a weekly public radio program on public affairs. Having been in both the private and public sectors, Ms. Gochnour would bring leadership, economic policy, and business experience to the Board. Ms. Gochnour was nominated to serve on the Board at the recommendation of the Company’s Nominating and Governance Committee.

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Other Executive Officers

Mark K. Olson has served as Executive Vice President and Chief Financial Officer of the Company since January 2018. Mr. Olson has more than 30 years of financial services and public accounting experience, and has held a number of senior financial management positions. Most recently, Mr. Olson served as EVP and CFO of California Republic Bank in Newport Beach, CA until its sale to Mechanics Bank in 2016, after which Mr. Olson joined PIB as Executive Vice President and Chief Financial Officer. Prior to California Republic Bank, Mr. Olson was EVP and CFO at Heritage Oaks Bank in Paso Robles, CA from 2014. Prior to Heritage Oaks Bank, Mr. Olson was EVP and CFO at Santa Barbara Bank & Trust, in Santa Barbara, CA until it was sold to Union Bank. Prior to Santa Barbara Bank & Trust, Mr. Olson was VP and Finance Director at Goldman Sachs Bank in Salt Lake City, Utah. Prior to Goldman Sachs Bank, Mr. Olson held a number of senior financial positions at Western Financial Bank until it was sold to Wachovia Corporation. Mr. Olson is a Certified Public Accountant and a member of the AICPA. He is a graduate of Utah State University with a Bachelor’s degree in Accounting.  

Rick W. Anderson has served as President and Chief Operations Officer of PIB, the banking subsidiary of PUB since 2016, and prior to that, served as Northern Region Manager and Chief Operations Officer for several years. Mr. Anderson has been with the Company since May 2008. He has been in the banking industry for over 37 years, having served as Chief Financial Officer and Chief Operating Officer of Far West Bank before it was acquired by another banking organization in 2006. He holds a Bachelor of Science degree in Business Management from Brigham Young University.

Judd P. Kirkham has served as Senior Vice President and Chief Credit Officer of PIB since November 2018. Prior to that, he served for approximately one year as Senior Vice President and Commercial Banking Manager for PIB and before that was a commercial lending department manager. Prior to joining PIB in August 2013, Mr. Kirkham worked for 17 years at Zions Bank in various roles in commercial lending, commercial real estate lending, and regional retail credit management. Mr. Kirkham graduated from Utah Valley University with a bachelor’s degree in business management. He is currently attending Pacific Coast Banking School.

Ryan H. Jones has served as Senior Vice President and Chief Lending Officer since October 2018 and previously served as Northern Region Manager from April 2014. Mr. Jones has held various positions at PIB for more than 13 years in the financial services sector. Mr. Jones has 18 years of banking experience with 13 years at PIB. Most recently, Mr. Jones was Senior Vice President and Northern Region Manager for PIB. Prior to working for PIB, Mr. Jones spent five years with Washington Mutual. Mr. Jones graduated from the University of Utah with a degree in economics in 2002. In 2007, he received an MBA from Arizona State University. Mr. Jones is also a graduate of the Pacific Coast Banking School.

Christine (Chris) Linford joined People’s Intermountain Bank in November 2018 as Senior Vice President and Chief People Officer. Ms. Linford has over 17 years of experience providing human resources support and leadership in the financial industry. The majority of those years were in the Washington, D.C. metro area. While serving as Senior Vice President at Bank of Georgetown in Washington, D.C. for more than six years, Ms. Linford led the human resources and marketing departments, which included corporate administration and management, employee relations, compensation and benefits, payroll, recruiting, training and board of director relations. Prior to joining PIB, Ms. Linford worked for two years as the Vice President of Human Resources for Mountain America Credit Union. Ms. Linford graduated with a Bachelor of Arts in communication from the University of Maryland.

Composition and Classification of Our Board of Directors

Our Amended and Restated Bylaws currently allow for up to fifteen seats on our Board of Directors, eleven of which are currently authorized by our Board. Pursuant to our Articles, our directors are divided into three classes serving staggered three-year terms. Class I, Class II, and Class III directors serve until our annual meetings of shareholders in 2020, 2021 and 2022, respectively. At each annual meeting of shareholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors serving on our Board of Directors.

Our Board of Directors is currently led by its chairman, Richard T. Beard. We believe it is currently in the best interest of the Company and its shareholders to have a person other than our Chief Executive Officer serve in such capacity, although our

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Board of Directors has not adopted a policy with regard to whether the same person should serve as both the chairman and Chief Executive Officer.Our Board of Directors believes it is most appropriate to retain the discretion and flexibility to make such determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. We have determined that our current separation of the roles of chairman and Chief Executive Officer is appropriate given the differences in the roles and duties of the two positions and the individuals currently serving in these positions.

Meetings of the Board of Directors and Its Committees

During 2018, our Board of Directors held 12 regular meetings, two special meetings, and one strategic planning meeting. No incumbent director attended fewer than 75% of the total number of Board meetings held during the period for which such director has been a director and committee meetings of which such director was a member. We do not have a formal policy requiring directors to attend the annual shareholders meeting; however, 11 of the 12 directors attended the 2018 annual meeting of shareholders held on May 23, 2018.

Corporate Governance

We will continue to focus on good corporate governance practices. NASDAQ rules define who may be considered an “independent” director and require independent directors to meet periodically in executive session. In addition, PUB has a Code of Ethics and Business Conduct, which is available on our website at www.peoplesutah.com or by contacting Mark K. Olson, PUB’s Chief Financial Officer, at (801) 642-3998. Further actions to enhance our corporate governance mechanisms will be taken as required by law and the exchanges upon which our shares are listed, or as otherwise deemed necessary or appropriate by the Board of Directors, with a continuing focus on high standards of corporate governance.

Independence of Directors

Under the listing requirements of The NASDAQ Capital Market, a majority of our Board of Directors must be comprised of independent directors. Our Board of Directors has determined that a majority of our directors are independent as defined under NASDAQ Stock Market Rules.

Our Board of Directors conducts an annual review of director independence. During this review, our Board of Directors considers transactions and relationships during the prior year between each director or any member of his or her immediate family and PUB and its subsidiaries, affiliates and equity investors, including those reported under “Certain Relationships and Related-Party Transactions” below. Our Board of Directors also examines transactions and relationships between directors or their affiliates and members of senior management or their affiliates. The purpose of this review is to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, our Board of Directors has affirmatively determined that the following directors and director nominee are independent under NASDAQ Stock Market Rules and under PUB’s general standard of independence: R. Brent Anderson; Deborah S. Bayle; Matthew S. Browning; Natalie Gochnour; Dale O. Gunther; Jonathan B. Gunther; Paul R. Gunther; and Douglas H. Swenson. The remaining directors were determined to not be independent.

Director Qualifications

PUB’s corporate governance guidelines contain criteria considered by the Nominating and Governance Committee in evaluating nominees for a position on its Board. All nominees, including incumbent directors, board nominees and shareholder nominees are evaluated in the same manner. Generally, the Nominating and Governance Committee believes that directors should possess the highest personal and professional ethics and integrity and should have broad experience in positions with a high degree of responsibility, corporate board experience and the ability to commit adequate time and effort to serve as a director.

Although we do not have a formal diversity policy, criteria that will be considered include expertise currently desired on our Board of Directors, geography, diversity, finance or financial service industry experience, ethical standards and involvement in the community. The Nominating and Governance Committee also evaluates potential nominees to determine whether they meet the required standard of independence (to ensure that at least a majority of the directors will, at all times, be independent).

Pursuant to our Corporate Governance Guidelines, directors of PUB may not serve on the board of another unaffiliated insured depository institution, bank holding company, financial holding company or thrift holding company having operations in any market area in which PUB or any of its affiliated entities has operations while serving as our director.

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Shareholder Nominations

The Nominating and Governance Committee, which is responsible for the nomination of candidates for appointment or election to the Board of Directors, will consider, but shall not be required to nominate, candidates recommended by our shareholders. Generally speaking, the manner in which the Nominating and Governance Committee evaluates nominees for director recommended by a shareholder will be the same as for nominees from other nominating sources. However, the Nominating and Governance Committee will seek and consider information concerning the relationship between a shareholder’s nominee and that shareholder to determine whether the nominee can effectively represent the interest of all shareholders. Shareholders wishing to make such recommendation to the Nominating and Governance Committee for its consideration may do so by submitting a written recommendation, including detailed information on the proposed candidate, including education, professional experience and expertise, via mail addressed as follows:

People’s Utah Bancorp

c/o Adelaide Maudsley, Corporate Secretary

1 East Main Street

American Fork, UT 84003

Committees of the Board of Directors

Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Compensation Committee, Nominating and Governance Committee, Audit and Compliance Committee, Enterprise Risk Oversight Committee, and Fintech Committee. Our Board of Directors also may establish such other committees, as it deems appropriate, in accordance with applicable law and regulations and our corporate governance policies. Information with respect to each of these committees is set forth below.  

Compensation Committee. The Compensation Committee consists of Douglas H. Swenson, serving as Chairman, with R. Brent Anderson, Deborah S. Bayle, and Dale O. Gunther serving as members. The Board of Directors has determined that all of the members of the Compensation Committee are independent directors as defined under NASDAQ Stock Market Rules. The Compensation Committee acts under a written charter adopted by the Board of Directors, which charter can be obtained on our website www.peoplesutah.com. This committee oversees our compensation and employee benefit plans and practices, including our executive compensation plans, and our incentive compensation and equity-based plans. The Compensation Committee annually reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s and Chief Financial Officer’s compensation and evaluates the Chief Executive Officer’s and Chief Financial Officer’s performance in light of those goals and objectives. Additionally, the Compensation Committee reviews and approves the compensation of all other executive officers. Within its charter, the Compensation Committee has the authority to engage the services of outside advisors, experts, and others to assist the committee. Beginning fiscal 2016, the Compensation Committee engaged McLagan as a compensation consultant. This compensation consultant provided information to the Compensation Committee regarding long-term incentive plans, executive compensation and director compensation that were used as components of the overall mix of information used to evaluate our compensation plans. The Compensation Committee reviewed its relationship with McLagan and has determined that its work has not raised any conflicts of interest. This committee met six times in 2018.

Nominating and Governance Committee. The Nominating and Governance Committee consists of Deborah S. Bayle, serving as Chairperson, with R. Brent Anderson, Dale O. Gunther, and Jonathan B. Gunther serving as members. The Board of Directors has determined that all of the members of the Nominating and Governance Committee are independent directors as defined under NASDAQ Stock Market Rules. The Nominating and Governance Committee acts under a written charter adopted by the PUB Board of Directors, which charter can be obtained on our website www.peoplesutah.com. This committee is responsible for developing and implementing policies and practices relating to corporate governance.

In addition, the Nominating and Governance Committee is responsible for developing criteria for the selection and evaluation of directors and recommends to the Board of Directors candidates for election as directors. This committee met twelve times in 2018.

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Audit and Compliance Committee. The Audit and Compliance Committee of PUB consists of R. Brent Anderson, serving as Chairman, with Deborah S. Bayle and Douglas H. Swenson serving as members, each of whom have been determined by the Board of Directors to be independent directors as defined under NASDAQ Stock Market Rules and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors has determined that Mr. Anderson and Mr. Swenson are each an “audit committee financial expert,” as defined by the rules and regulations of the SEC. A summary of Mr. Anderson’s and Mr. Swenson’s relevant experience and qualifications can be found in the section labelled “Directors and Other Executive Officers” contained herein.

The Audit and Compliance Committee acts under a written charter adopted by PUB’s Board of Directors, which charter can be obtained on our website www.peoplesutah.com. The Audit and Compliance Committee is primarily responsible for monitoring the integrity of PUB’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance and public disclosure of financial information; monitoring the independence and performance of PUB’s independent registered public accountants and internal auditing department; and maintaining free and open communication between the Audit and Compliance Committee, the independent auditors, management, the internal auditing department, and the Board of Directors. It also reviews all potential affiliated transactions from outside vendors and between the affiliates to determine compliance with regulatory rules. This committee met twelve times in 2018.

Enterprise Risk Oversight Committee. The Enterprise Risk Oversight Committee currently consists of Wolfgang T. N. Muelleck, serving as Chairman, with R. Brent Anderson and Jonathan B. Gunther serving as members. The committee oversees all major enterprise risks of PUB. The Committee acts under a written charter adopted by the PUB Board of Directors. The committee is tasked with reviewing all material enterprise risks to PUB and the Bank and reviewing risk mitigation policies. This committee met five times in 2018.

Fintech Committee. The Fintech Committee consists of Matthew S. Browning, serving as Chairman, with Len E. Williams serving as member. The committee provides oversight over the Company's strategies related to the offering of innovative technology-driven products and services as a separate delivery channel. The Committee acts under a written charter adopted by the PUB Board of Directors. This committee was formed in November 2018 but did not meet in 2018.

Compensation Committee Interlocks and Insider Participation

For the year ended December 31, 2018, our Compensation Committee consisted of R. Brent Anderson, Deborah S. Bayle, Dale O. Gunther, Paul R. Gunther, and Douglas H. Swenson. No Compensation Committee members have at any time been an officer or associate of PUB, except for Dale O. Gunther. None of the members of our Compensation Committee has had any relationship with us of the type that is required to be disclosed as a related-party transaction under Item 404 of Regulation S-K, except as otherwise disclosed in this proxy statement under “Certain Relationships and Related Party Transactions”. In addition, none of our executive officers serves or has served as a member of our Board of Directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Communications with Directors

We have not adopted a formal process for shareholder communications with the Board of Directors. We believe it is appropriate to not have a formal process for shareholder communications with the Board of Directors, because historically we have received such shareholder communications very infrequently. Nevertheless, we have tried to ensure that the views of shareholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to shareholders in a timely manner. We believe our responsiveness to shareholder communications to the Board of Directors has been good. A shareholder may submit any communication with directors to us at our corporate offices, to the attention of Len E. Williams, President and Chief Executive Officer.

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Board Role in Risk Oversight

Our Board of Directors is responsible for overseeing the Company’s management of risk. The Board established the Enterprise Risk Oversight Committee to effectively oversee the Company’s enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of the Company for the benefit of the shareholders. The Board of Directors understands that its focus on effective risk oversight is critical to setting the Company’s tone and culture towards effective risk management. To administer its oversight function, the Enterprise Risk Oversight Committee seeks to understand the Company’s risk philosophy by having discussions with management to establish a mutual understanding of the Company’s overall appetite for risk. Our Board of Directors through the Enterprise Risk Oversight Committee maintains an active dialogue with management about existing risk management processes and how management identifies, assesses, and manages the Company’s most significant risk exposures and expects frequent updates from management about the Company’s most significant risks to enable it to evaluate whether management is responding appropriately.

In addition to the Enterprise Risk Oversight Committee, our Board of Directors relies on each of its other committees, other than the Fintech Committee, to help oversee the risk management responsibilities relating to the functions performed by such committees. Our Audit and Compliance Committee periodically discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. Our Compensation Committee helps the Board of Directors to identify the Company’s exposure to any risks potentially created by our compensation programs and practices. Our Nominating and Governance Committee oversees risks relating to the Company’s corporate compliance programs and assists the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and a commitment to compliance with the law. Each of the board committees is required to make regular reports of its actions and any recommendations to the Board of Directors, including recommendations to assist the Board of Directors with its overall risk oversight function.

Director Compensation

We believe that our director compensation packages enable us to successfully recruit and retain talented directors of the caliber needed to effectively direct PUB. We also believe that director compensation should serve to solidify the alignment of the shareholders’ interests with that of our Board of Directors and relate to our success.

During 2016,2018, our chairman received $7,450$6,350 per month for his service as chairman of the board and the various committees on which he serves. Our other non-employee directors received a monthly retainer of $1,300$1,500 and additional fees for committees ranging from $150 to $500 per meeting on which they serve and for those they chair.chair the fees range from $3,000 to $7,000. In addition, except for our chairman, all directors received $1,400$1,500 for each monthly board meeting attended. Beginning in 2018, only non-employee directors received board fees.

The following table sets forth for the year ended December 31, 2016,2018, the compensation paid or awarded by PUB to each person who was a director on December 31, 2016.2018.

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Deferred Compensation Plan

In 2012, we adopted a deferred compensation plan for our directors. Under the deferred compensation plan, directors can make an irrevocable election to defer up to 100% of their director fees in any given year. These deferred fees are fully vested and nonforfeitable, and such fees will be paid to the director upon the conclusion of the director’s service on the board. Deferred fees will earn interest at no less than three percent per annumthe same rate and in the same manner as provided by the Company on certificates of deposit issued by the Company for a period of 12 months. As of December 31, 2016,2018, the aggregate amount of deferred director compensation was $141,600.$122,400.

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Executive Compensation

Summary Compensation Table

The table below sets forth the compensation of our named executive officers.

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Employment Agreements

We haveOn February 28, 2019, the Company entered into employmentthe following agreements with Richard T. Beard and Wolfgang T. N. Muelleck, which are described below. We have not entered into(collectively, the “Agreements”): (i) an employment agreement with David G. Anderson.

Richard T. Beard

We originally entered into an employment agreement with Mr. Beard, our Chief Executive Officer, in 2004. We entered into a new employment agreement on January 1, 2015 in order to secure his service asLen E. Williams, Chief Executive Officer and President of PUBthe Company (the “Williams Agreement”); (ii) an employment agreement with Mark K. Olson, Chief Financial Officer and Executive Vice President of the Company (the “Olson Agreement”); and (iii) a change in control agreement with Rick W. Anderson, President and Chief ExecutiveOperations Officer of PIB. This employment agreement terminates December 31, 2017People’s Intermountain Bank (“PIB”) (the “Anderson Agreement”).

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Len E. Williams

The Williams Agreement is effective as of January 1, 2019 (the “Effective Date”) and willexpires on the third anniversary of the Effective Date, provided that on each anniversary of the Effective Date the term is automatically renew if notextended for an additional twelve-month period, unless terminated by a 90-day notice given by either party.party prior to the anniversary of the Effective Date. For 2016,2019, the Company shall pay a minimum salary to Mr. Williams of $450,000, which amount is subject to adjustment as the Company’s Board set the minimum annual salary of Mr. Beard at $396,740, which is adjusted annually. may determine from time to time.  

The employment agreement provides for participation in a bonus based primarily on performance criteria which for 2016 was $208,000 or 52.4% of salary. The bonus is setin an incentive plan approved annually by the Company’s Compensation Committee. In addition, his compensation includes 100%Committee, ranging from a minimum 25% of all medicalbase salary, a target of 50%, and dental insurance premiums for himself, his spousea maximum of 75% of base salary. Mr. Williams is entitled to long-term incentives in the form of equity grants, as approved by the Company’s Compensation Committee and his children under age 26.Board. In addition, Mr. Beard receives the matchingWilliams is eligible to participate in all employee benefit plans, including health insurance benefits and 401(k) grants from us as well as his share of any profit-sharing based on his term of employment service and his salary which benefits are available to all associates of PUB and its subsidiaries.ESOP plans.  

The Company’s Board of Directors may terminate the employment agreement at any time withfor cause or disability. In the event Mr. Williams terminates his employment for disability. However, terminationgood reason or the Company terminates Mr. Williams’ employment without cause, Mr. Williams is entitled to severance payments of his then base salary and a minimum 20% annual bonus for 18 months following such termination. The employment agreement also contains a change in control of PUB wouldprovision under which and subject us to liability for severance benefits. In the event of a termination following a change in control,certain time periods and conditions precedent, Mr. BeardWilliams would be entitled to receive a lump sum severance payment in the payment of one yearamount equal to 36 months of his then-currentthen base salary and minimum 20% annual bonus that is at least 20% of his then-current base salaryincentive, and continuation of the medical, dental, life and disability insurance premiums for such period. These same severance benefitsall unvested equity awards would be payable to Mr. Beard if he is involuntarily terminated without cause.immediately vest. A change in control for purposes ofunder the employment agreement occurs when (i) any person or group of personsentity acquires 50% or more of the Company’s then outstanding voting sharescapital stock, (ii) the consummation of PUB’s outstanding securities; (ii) PUB enters into an agreementthe sale or disposition by the Company or PIB of a reorganization, merger,all or consolidation pursuant to which PUB is not the surviving corporation; or (iii) PUB sells substantially all of its assets tothe Company’s or PIB’s assets; or (c) the consummation of a purchaser other than a subsidiaryliquidation of PUB.the Company or PIB.  

Wolfgang T. N. MuelleckMark K. Olson

We entered intoThe Olson Agreement is effective as of January 1, 2019 (the “Effective Date”) and expires on the last day of the thirtieth month after the Effective Date, provided that on each anniversary of the Effective Date the term is automatically extended for an employment agreement with Mr. Muelleck, our Chief Financial Officer, in 2014, in order to secure his service as Chief Financial Officer of PUB and PIB. The employment agreement terminates December 31, 2016 and will automatically renew if notadditional twelve-month period, unless terminated by a 90-day notice given by either party.party prior to the anniversary of the Effective Date. For 2015,2019, the Company shall pay a minimum salary to Mr. Olson of $275,000, which amount is subject to adjustment as the Company’s Board set the annual salary of Mr. Muelleck at $251,829, which is adjusted annually. may determine from time to time.  

The employment agreement provides for participation in a bonus based primarily on performance criteria which for 2016 was $110,000 or 43.7% of salary. The bonus is setin an incentive plan approved annually by the Company’s Compensation Committee.Committee, ranging from a minimum 20% of base salary, a target of 40%, and a maximum of 60% of base salary. Mr. Olson is entitled to long-term incentives in the form of equity grants, as approved by the Company’s Compensation Committee and Board. In addition, Mr. Muelleck receives the matchingOlson is eligible to participate in all employee benefit plans, including health insurance benefits and 401(k) grants from us as well as his share of any profit sharing based on his term of employment service and his salary which benefits are available to all associates of PUB and its subsidiaries.ESOP plans.  

The Company’s Board of Directors may terminate the employment agreement at any time withfor cause or disability. In the event Mr. Olson terminates his employment for disability. However, terminationgood reason or the Company terminates Mr. Olson’s employment without cause, Mr. Olson is entitled to severance payments of his then base salary and a minimum 20% annual bonus for 18 months following such termination. The employment agreement also contains a change in control of PUB wouldprovision under which and subject us to liability for severance benefits. In the event of a termination following a change in control,certain time periods and conditions precedent, Mr. MuelleckOlson would be entitled to receive a lump sum severance payment in the payment of one yearamount equal to 30 months of his then-currentthen base salary and minimum 20% annual bonus that is at least 20% of his then-current base salaryincentive, and continuation of the medical, dental, life and disability insurance premiums for such period. These same severance benefitsall unvested equity awards would be payable to Mr. Muelleck if he is involuntarily terminated without cause.immediately vest. A change in control for purposes of the agreement occurs when (i) any person or group of personsentity acquires 50% or more of the Company’s then outstanding voting sharescapital stock, (ii) the consummation of PUB’s outstanding securities; (ii) PUB enters into an agreementthe sale or disposition by the Company or PIB of a reorganization, merger,all or consolidation pursuant to which PUB is not the surviving corporation; or (iii) PUB sells substantially all of its assetsthe Company’s or PIB’s assets; or (c) the consummation of a liquidation of the Company or PIB.

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Rick W. Anderson

The Anderson Agreement is effective as of January 1, 2019 for a one-year term. Under the change of control provision in the Anderson Agreement, Mr. Anderson would be entitled to receive a purchaser other thanlump sum severance payment in the amount equal to 12 months of his then base salary and minimum 20% annual incentive, and all unvested equity awards would immediately vest. A change in control occurs when (i) any person or entity acquires 50% or more of the Company’s then outstanding voting capital stock, (ii) the consummation of the sale or disposition by the Company or PIB of all or substantially all of the Company’s or PIB’s assets; or (c) the consummation of a subsidiaryliquidation of PUB.the Company or PIB.  

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ShareOutstanding Equity Awards and Share Option Grants Outstandingat Fiscal Year-End

The following tables set forth information regarding share options and similar equity compensation grants outstanding as of December 31, 2016,2018, whether granted in 20162018 or earlier, including awards that have been transferred other than for value.

⁽¹⁾The unvested options or RSUs at December 31, 2016 relate to awards granted from the 2014 Plan in January 2015, which vest evenly over three years beginning January 1, 2016.

Equity compensation plan information

The Company currently has three equity compensation plans,plans: the People’s Utah Bancorp 2014 Incentive Plan, the People’s Utah Bancorp Amended and Restated 2008 Incentive Plan, and the People’s Utah Bancorp Incentive Plan. All three equity compensation plans were approved by the shareholders for the issuance of stock-based compensation to officers, other employees and directors. Any future awards will be granted under the 2014 Plan. There are no equity compensation plans that have not been approved by the shareholders. For additional information on outstanding stock options and non-vested restricted stock awards, see Note 11 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” in our Annual Report on Form 10-K.

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The following table sets forth information regarding outstanding options and shares reserved for future issuance as of December 31, 2016:2018:  

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BENEFICIAL OWNERSHIP

The following table sets forth information regarding the beneficial ownership of our common shares as of DecemberJanuary 31, 20162019 by:

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. In computing the number of common shares beneficially owned by a person and the percentage ownership of that person, we deemed outstanding common shares subject to options or other convertible or exercisable securities held by that person that are currently exercisable or convertible, or exercisable or convertible within 60 days of DecemberJanuary 31, 2016.2019 (hereinafter referred to as “Additional shares”). Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The percentage of beneficial ownership is based on 17,819,53818,789,874 common shares outstanding.outstanding, plus the Additional shares attributed to that person.

Except as indicated by footnote, and subject to applicable community property laws, the persons named in the table below have sole voting and investment power with respect to all common shares shown as beneficially owned by them. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o People’s Utah Bancorp, 1 East Main Street, American Fork, UTUtah 84003.

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