DEF 14A of Peoples Financial Services Corp., Apr 1, 2025

DEF 14A of Peoples Financial Services Corp.

Filed Apr 1, 2025 · FY20240001104659-25-030614

Open on EDGAR

  1. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors Our bylaws provide that the number of directors constituting the entire board will be not less than five nor more than twenty-five, with the exact number to be fixed from time to time by our board of directors. At the time of our 2024 annual meeting, the number of directors constituting the entire board had been fixed at eight. On July 1, 2024, we completed our merger with FNCB Bancorp, Inc. (the “FNCB merger”) and the number of directors constituting the entire board was increased to sixteen. Thereafter, upon the resignation of our former director and chief executive officer, Craig W. Best, our board reduced the number of directors constituting the entire board to fifteen, effective as of December 31, 2024. Our bylaws also provide that our board of directors will be classified into three classes, each class to be as nearly equal in number, in respect to the time for which they severally hold office. At each annual meeting of shareholders, one class of directors is to be elected and each class of directors so elected will serve for a term of approximately three years. Five nominees will be elected to the 2028 class of directors. It is intended that the proxies solicited by the board of directors will be voted FOR the five director nominees named below (unless the shareholder otherwise directs). If, for any reason, any nominee becomes unavailable for election or service on the board, the proxy solicited by the board of directors will be voted for such substituted nominee as is selected by the board of directors. The board has no reason to believe that any of the named nominees are not available or will not serve if elected. Nominees for Director - Term Expiring In 2028 The board has nominated incumbent directors William E. Aubrey II, Joseph T. Wright, Jr., Louis A. DeNaples, Sr., Keith W. Eckel and William G. Bracey for election to the board of directors at the 2025 annual meeting of shareholders, each to serve until the 2028 annual meeting of shareholders and until his or her successor has been elected and qualified. The names of the director nominees and certain information about them are set forth below: William E. Aubrey II, age 62, has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2006 and Chairman of the Board since 2008. He was President and Chief Executive Officer of Gertrude Hawk Chocolates based in Dunmore, PA from 2003 to 2019. He was Chief Executive Officer and President of Alternative Investments at Gertrude Hawk Holdings from 2020 to 2023, and remains an advisor to Gertrude Hawk Holdings. The board has determined that Mr. Aubrey is qualified to be on the board due to his executive management experience gained by serving as a chief executive. He also brings knowledge gained by serving on the board of directors of United Gilsonite Laboratories in Scranton, PA, Schlotterbeck & Foss in Portland, ME and Rustic Crust in Pittsfield, NH. In addition, he has served on many community boards including past Chairman of Geisinger CMC Hospital, Keystone College, Holy Cross School System, Everhart Museum and the Waverly Community House. He holds an MBA and CPA. William G. Bracey, age 70, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the Agreement and Plan of Merger dated September 27, 2023 (the “FNCB merger agreement”), pursuant to which FNCB Bancorp, Inc. merged with and into the Company and FNCB Bank merged with and into the Bank. Prior to the FNCB merger, Mr. Bracey served on the board of directors of FNCB and FNCB Bank since 2014. Mr. Bracey owns and operates three ShopRite Supermarkets, one in Daleville, Pennsylvania, one in Moosic, Pennsylvania and one in Mount Pocono, Pennsylvania, as well as several retail businesses including two Ace Hardware Stores, one in Daleville, Pennsylvania and one in Moosic, Pennsylvania, one Hallmark Gold Crown Store, and Plociniak Fuel Services. Mr. Bracey has been an active member of several business and community organizations, including a past board member and past Chairman of the Pennsylvania Food Merchants, past board member and Chairman of Affiliated Foods, past board member and Co-Chairman of Associated Wholesale and past board member of Scranton Preparatory School. Mr. Bracey’s over 40 years of entrepreneurial and corporate management experience, strong network of community relationships and partnerships, and significant knowledge of the retail business climate in the region qualify him to serve as a director of the Company and the Bank. Louis A. DeNaples, Sr., age 84, was appointed as a director and Vice Chairman of the Board of Directors of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. Prior to the FNCB merger, Mr. DeNaples served as a director of FNCB Bank since 1972 and served as Chairman of the Board of Directors of FNCB from 1998 until he took a leave of absence from involvement with FNCB and FNCB Bank in February 2008. In 2013, Mr. DeNaples returned from a leave of absence and rejoined FNCB Bank’s Board on December 23, 2013. He was re-elected to FNCB’s Board of Directors on May 21, 2014 and was appointed Chairman of the Boards of FNCB and FNCB Bank on May 15, 2019. Mr. DeNaples is President of DeNaples Auto Parts, Inc., President of Keystone Landfill Inc. and Vice President of Rail Realty, Inc., each of which he co-owns with his brother, Dominick L. DeNaples. Mr. DeNaples serves on the boards of AllOne Foundation, AllOne Charities, AllOne Health Resources and Allied Services Foundation. Mr. DeNaples also serves as Chairman of the Community Advisory Board for Geisinger Commonwealth School of Medicine, a member of NEPA Highmark’s Advisory Board and was past Chairman of the University of Scranton Board of Trustees. Mr. DeNaples’ extensive business knowledge, community and charitable involvement, and association with FNCB Bank for many years qualify him to serve as a director of the Company and the Bank. Mr. DeNaples is the uncle of director, Joseph L. DeNaples, Esquire. Keith W. Eckel, age 78, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. Prior to the FNCB merger, Mr. Eckel served on the boards of directors of FNCB and FNCB Bank since 2014. Mr. Eckel is the sole owner and Chief Executive Officer of Fred W. Eckel and Sons and President of Eckel Farms, Inc. Mr. Eckel is an Emeritus Trustee of The Pennsylvania State University and serves as the chair of the Trustees of Countryside Community Church. Mr. Eckel formerly served as Board member and Chairman of Nationwide Mutual Insurance Company, a Fortune 100 insurance provider, and Allied Group, Inc., a subsidiary of Nationwide Mutual Insurance Company. Mr. Eckel also previously served as a Board Member of the International Food and Agricultural Development Organization, which advises the United States Agency for International Development on agricultural priorities and issues. He is former President of the Pennsylvania Farm Bureau, a former member Board Member of the American Farm Bureau and its Executive Committee. He also served as Chairman of Gartmore Global Asset Management Trust. Mr. Eckel’s strong business background, extensive knowledge in the insurance and agribusiness industry, as well as his community and charitable involvement qualify him to serve as a director of the Company and the Bank.

  2. Proposal 1 – Election of Directors

    Joseph T. Wright, Jr., Esquire, age 69, has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2009. He has been an attorney at law with Wright, Reihner & Mulcahey (formerly Wright & Reihner PC) since 1980. The board has determined that Mr. Wright is qualified to be on the board due to his experience and knowledge gained as a practicing attorney for over forty years with involvement in numerous financially complex matters related to disputes involving shareholders, employment matters, contracts, valuation issues, real estate matters, and general business issues related to risk assessment. Continuing Directors The names of our directors whose current terms will continue after the 2025 annual meeting of shareholders and certain information about them follow. Term Expiring In 2026 Sandra L. Bodnyk, age 73, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company on February 28, 2020. Ms. Bodnyk was Executive Vice President, Senior Loan Administrator for Branch Banking and Trust Company, the banking subsidiary of BB&T Corporation, from April 2016 through December 2018, and was Senior Executive Vice President, Chief Risk Officer for National Penn Bank, the banking subsidiary of National Penn Bancshares, Inc., from January 2013 until its merger with BB&T in April 2016. Before Ms. Bodnyk’s appointment to that position, she was Group Executive Vice President & Chief Risk Officer for National Penn Bank, and before that she held various positions with KNBT Bancorp, Inc. and Keystone Nazareth Bank & Trust Company. Our board of directors determined that Ms. Bodnyk is qualified to serve as a director of the Company as a result of her extensive background in commercial banking, including her experience with commercial lending and enterprise risk management, and oversight of regulatory compliance and technology and information security. Joseph Coccia, age 70, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. Prior to the FNCB merger, Mr. Coccia served on the boards of directors of FNCB and FNCB Bank since 1998. Mr. Coccia is President of Coccia Ford, Inc. (doing business as Coccia Ford Lincoln), a car dealership in Wilkes-Barre, Pennsylvania. Mr. Coccia is a member of the Board of Directors of AllOne Charities and NEPA Highmark’s Advisory Board. Mr. Coccia also served on the Lincoln Mercury Dealer Association Board. Mr. Coccia’s strong business background and knowledge of owning and operating a large local business, his broad community involvement, and his service as a director of FNCB and FNCB Bank since 1998 qualify him to serve as a director of the Company and the Bank. Joseph L. DeNaples, Esquire, age 46, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. Prior to the FNCB merger, Mr. DeNaples served on the boards of directors of FNCB and FNCB Bank since 2017. Mr. DeNaples is a partner at the law firm of Cipriani & Werner, PC and is Director of Risk Management for Mount Airy Casino Resort. He focuses his law practice in banking, commercial, real estate, gaming, corporate, secured transactions and bankruptcy law. Mr. DeNaples also serves as Solicitor for both the Lackawanna County Sheriff’s Office and the County of Lackawanna Transit System Authority. Mr. DeNaples is a member of the Lackawanna County Bar Association and is admitted to practice in Pennsylvania as well as the United States District Court for the Middle District of Pennsylvania and the United States Bankruptcy Court for the Middle District of Pennsylvania. Mr. DeNaples serves on the Boards of Northeastern Pennsylvania Council Scouting America and the Saint Francis of Assisi Kitchen. Mr. DeNaples received his Juris Doctorate degree from the Villanova University Charles Widger School of Law. Mr. DeNaples extensive business and legal background, and community and charitable involvement qualify him to serve as a director of the Company and the Bank. Mr. DeNaples is the nephew of director and Vice Chairman of the Board of Directors, Louis A. DeNaples, Sr. Ronald G. Kukuchka, age 71, has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2007. He has been President of Ace Robbins, Inc. since 1982. The board has determined that Mr. Kukuchka is qualified to be on the board due to his leadership skills gained from owning a successful petroleum company in our market area for over 42 years. He also brings experience gained by serving as director for the Pennsylvania Marketers & Convenience Store Association, director of the Tunkhannock Fireman’s Relief Association, and from being trustee of the Roy Piper Charitable Trust. Elisa Zúñiga Ramirez, age 56, has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2022. She has over 30 years’ experience in the capital markets. Since October 2020, until the present, she has been the President of Exito Consulting LLC. From May 2018 until her retirement in July 2020, Ms. Ramirez was Senior Portfolio Manager and Principal at Segall Bryant & Hamill, an employee-owned money manager with $25 billion in assets under management. Prior to this, from 2009, she was Senior Portfolio Manager and Partner at Denver Investments LLC, an employee-owned money manager with $7.3 billion in assets under management that was acquired by Segall Bryant and Hamill in May 2018. Ms. Ramirez had served in various other positions with Denver Investments since 1989. Ms. Ramirez managed midcap growth equity assets in the first half of her career and spent the second half managing value equity assets with a focus on small-cap dividend-paying stocks. At the peak, the Small-Cap Value Dividend Fund that she co-managed had $2.3 billion in assets under management. Since November 2020, she has served as an independent director for the Denver Employees Retirement Plan; since January 2021 she has served as an advisory board member for Bow River Capital; and since February 2022, she has been a trustee of Trust for Professional Managers (US Bank Global Fund Services Series Trust). Our board of directors determined that Ms. Ramirez is qualified to serve as a director of the Company as a result of her deep understanding of investment theory and practice, ESG investing, and diversity, equity & inclusion. Term Expiring In 2027 William P. Conaboy, Esquire, age 66, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. Prior to the FNCB merger, Mr. Conaboy served on the boards of directors of FNCB and FNCB Bank since October 2022. Mr. Conaboy currently serves as President and Chief Executive Officer of Allied Services Integrated Health System and has served in this role since 2009. Prior to serving as President and Chief Executive Officer of Allied Services Integrated Health System between 1992 and 2008 he served in various capacities including Senior Vice President and General Counsel, Chief Corporate Compliance Officer and Chief Operations Officer. Mr. Conaboy presently serves as a member of the Board of Directors of The Scranton Area Foundation, as well as a member of the Board of Directors of the Northeast Regional Cancer Institution. He formerly served as Chair of the Board of Trustees of Lackawanna College. Mr. Conaboy’s strong business leadership background and extensive community and charitable involvement qualify him to serve as a director of the Company and the Bank.

  3. Proposal 1 – Election of Directors

    Kathleen McCarthy Lambert, CPA, age 63, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. Prior to the FNCB merger, Mrs. Lambert served on the boards of directors of FNCB and FNCB Bank since 2017. Mrs. Lambert is an owner of McCarthy Tire Service Company and Subsidiaries where she serves as Chief Financial Officer and Corporate Secretary. She also serves as a Board Member for Wilkes-Barre General Hospital and a past Chairperson of the Board, Vice Chairperson of the Board of King’s College, and Board Member of the Beatrice Eck Foundation. Mrs. Lambert is a member of the Executive Committee and past Chairman of the Board of Northeast Sight Services, past Board Member of the Greater Wilkes-Barre Chamber of Business and Industry, and the Scranton Diocesan Financial Council. Mrs. Lambert is also actively involved in fundraising activities for numerous non-profit organizations, including the United Way, American Heart Association, St. Vincent DePaul Soup Kitchen, King’s College, the Catholic Youth Center, Holy Redeemer High School, John Heinz Rehab, Big Brothers/Big Sisters and Volunteers in Medicine. Mrs. Lambert, a licensed Certified Public Accountant and a graduate of King’s College, is a past recipient of the Athena Award and Top 25 Businesswomen in Northeastern Pennsylvania Award. Mrs. Lambert’s extensive business background and community and charitable involvement qualify her to serve as a director of the Company and the Bank. Richard S. Lochen, Jr., CPA, age 61, has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2003. He has been a Certified Public Accountant with the firm of Lochen & Chase PC since 1995. In January 2023, Lochen & Chase PC merged with McGrail Merkel and Quinn PC and into MMQ PC. In May 2006, Mr. Lochen was appointed as President of Peoples Financial Services Corp. and its banking subsidiary (then known as Peoples National Bank) and served as President and Chief Executive Officer from January 2007 until November 2009. The board has determined that Mr. Lochen is qualified to be on the board due to his knowledge of auditing publicly-traded financial institutions that he gained during his career as a CPA, which included assisting in preparation of annual and quarterly filings with the Securities and Exchange Commission. He also brings executive leadership experience and understanding of the operations of Peoples gained from his past service as an officer of Peoples Financial Services Corp. and its banking subsidiary. Thomas J. Melone, CPA, age 66, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. Prior to the FNCB merger, Mr. Melone served on the boards of directors of FNCB and FNCB Bank since 2011. Mr. Melone is a Partner with the Albert B. Melone Company Certified Public Accountants, a provider of accounting, tax and consulting services throughout the Northeastern Pennsylvania region. Mr. Melone, who has been with his firm since 1981, participates in the firm’s Tax Preparation and Advisory Services as well as it’s Small Business Advisory and Consulting Services. Additionally, he has extensive experience in the financial management of public-school districts operating in the Commonwealth of Pennsylvania. Mr. Melone is also a shareholder of Pro-Data Processing, Inc. Mr. Melone is an active member of several professional, business and community organizations including the American Institute of Certified Public Accountants, Pennsylvania Institute of Certified Public Accountants and the Allied Services Board, an integrated health system, specifically serving as Chairman of the Allied Institute of Rehabilitation Medicine and the John Heinz Institute of Rehabilitation Medicine, and as Vice Chairman of the Allied Services Foundation. Mr. Melone’s community involvement, extensive business and accounting experience and service as a director of FNCB and FNCB Bank qualify him to serve as a director of the Company and the Bank. James B. Nicholas, age 73, was appointed as a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company in connection with the consummation of our merger with Penseco Financial Services Corporation in November 2013. Prior to that, he served as a director of Penseco Financial Services Corporation and Penn Security Bank and Trust Company since 1981. Mr. Nicholas served as the President of D.G. Nicholas Co., a wholesale auto parts company located in Scranton, Pennsylvania, from 1990 until 2022. Since 2022, Mr. Nicholas is the President of DG Nicholas, a real estate company located in Scranton, Pennsylvania. Through his oversight of D.G. Nicholas Co., Mr. Nicholas is able to obtain insight regarding the local business and consumer environment that is valuable to our board of directors in its oversight of the Company’s and Bank’s operations. His service as a director of Penseco and Penn Security has enabled him to develop a knowledge of their former operations, which is beneficial to the Company’s Board. The Company has concluded that Mr. Nicholas is qualified to serve as a director of the Company as a result of his substantial small company management experience, particularly within the region in which the Bank conducts its business, and his familiarity with the operations of the former Penn Security Bank and Trust Company. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF ITS NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY TO SERVE UNTIL THE 2028 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL HIS OR HER SUCCESSOR HAS BEEN ELECTED AND QUALIFIED.

  4. Board of Directors and Committees

    | ● | review and approve the annual base salaries and annual incentive opportunities of our chief executive officer and other executive officers; |

  5. Board of Directors and Committees

    | ● | review and approve incentive awards and opportunities, including both cash-based and equity-based awards and opportunities, any employment agreements and severance arrangements, any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits, and any special or supplemental compensation and benefits, in each case for our executive officers; |

  6. Board of Directors and Committees

    | ● | review and make recommendations to our board of directors with respect to director compensation; |

  7. Board of Directors and Committees

    | ● | administer our compensation programs, including equity incentive programs, for all employees; |

  8. Board of Directors and Committees

    | ● | oversee risks and exposures associated with leadership assessment, and compensation programs and arrangements, including incentive plans, and reviewing and evaluating our compensation policies and practices of compensating our employees, including non-executive officers, as they relate to risk management practices and risk-taking incentives. |

  9. Board of Directors and Committees

    Compensation Committee Report The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis that is required by the rules established by the SEC. Based on such review and discussions, the compensation committee has recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement. See “Compensation Discussion and Analysis.”

  10. Board of Directors and Committees

    | Submitted by the Compensation Committee: | | Joseph T. Wright, Jr., Chairman | | William E. Aubrey II | | Sandra L. Bodnyk | | William G. Bracey | | William P. Conaboy, Esquire | | Joseph L. DeNaples, Esquire | | Ronald G. Kukuchka | | Richard S. Lochen, Jr., CPA | | Thomas J. Melone, CPA | | James B. Nicholas |

  11. Board of Directors and Committees

    The foregoing Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such report by specific reference. Nominations and Shareholder Communications Directors Aubrey, J. DeNaples, Eckel, Kukuchka, Lambert, Lochen, Melone, Nicholas and Wright currently comprise the nominating and corporate governance committee of the board of directors. During 2024, the nominating and corporate governance committee of the board of directors met two times. The nominating and corporate governance committee is governed by a formal charter approved by the board of directors, a current copy of which is available via the Company’s website, ir.psbt.com, at the “Corporate Info – Governance Documents” page. The primary purposes, duties and responsibilities of the nominating and corporate governance committee include:

  12. Board of Directors and Committees

    | ● | recommend director nominees for selection by our board of directors; |

  13. Board of Directors and Committees

    | ● | review recommendations from directors, shareholders, management, and other appropriate third parties for potential director candidates and collect and analyze information regarding their suitability; |

  14. Board of Directors and Committees

    | ● | assist our board of directors in determining the size and composition of the board and its committees, and of the board of directors and committees of our subsidiaries; |

  15. Board of Directors and Committees

    | ● | develop and make recommendations to our board of directors with respect to corporate governance guidelines and other governance policies; |

  16. Board of Directors and Committees

    | ● | implement our board diversity equity and inclusion policy, evaluate candidates in accordance with such policy, and periodically assess the effectiveness of such policy; |

  17. Board of Directors and Committees

    | ● | identify and prioritize with management significant risks that we face and recommend to our board of directors whether the full board or a particular board committee should have primary responsibility for oversight of each such identified risk; |

  18. Board of Directors and Committees

    | ● | keep apprised of requirements, trends and best practices in corporate governance; |

  19. Board of Directors and Committees

    | ● | review and make recommendations to our board of directors with respect to any proposed changes to our articles of incorporation, bylaws, or committee charters; and |

  20. Board of Directors and Committees

    | ● | develop and make recommendations to our board of directors with respect to key executive succession plans. |

  21. Board of Directors and Committees

    In accordance with the FNCB merger agreement, our bylaws provide that from and after July 1, 2024 through July 1, 2027, no vacancy on the board of directors created by the cessation of service of a director shall be filled by the board and the board shall not nominate any individual to fill such vacancy, unless (x) in the case of a vacancy created by the cessation of service of a Continuing PFIS Director (as defined below), not less than a majority of the Continuing PFIS Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing FNCB Directors (as defined below) shall vote to approve the appointment or nomination (as applicable) of such individual, and (y) in the case of a vacancy created by the cessation of service of a Continuing FNCB Director, not less than a majority of the Continuing FNCB Directors have approved the appointment or nomination (as applicable) of the individual appointed or nominated (as applicable) to fill such vacancy, in which case the Continuing PFIS Directors shall vote to approve the appointment or nomination (as applicable) of such individual; provided, that any such appointment or nomination shall be made in accordance with applicable laws and the rules of the Nasdaq Stock Market (or any other national securities exchange on which the Company’s securities may be listed). As used in the preceding sentence, the terms “Continuing PFIS Directors” and “Continuing FNCB Directors” mean, respectively, the directors of the Company and FNCB who were selected to be directors of the Company by the Company or FNCB, as the case may be, as of the effective time of the FNCB merger, pursuant to the FNCB merger agreement, and any directors of the Company who subsequently may be appointed or nominated and elected to fill a vacancy created by the cessation of service of a Continuing PFIS Director or a Continuing FNCB Director, as applicable. Nomination Process Our nominating and corporate governance committee is responsible for recommending director nominees to our board of directors. The board of directors will consider director candidates recommended by shareholders whose nomination conforms with the requirements of the Company’s bylaws and the rules and requirements of the Exchange Act. Any shareholder who wishes to recommend a director candidate for consideration may send notice to our Secretary at Peoples Financial Services Corp., 102 East Drinker Street, Dunmore, Pennsylvania 18512. The notice must conform with the requirements of our bylaws and the rules and requirements of the Exchange Act. See the section titled “Shareholder Nominations and Proposals,” on page 55 for additional information. Process for Identifying and Evaluating Nominees In selecting director candidates to be nominated for election at an annual meeting, the nominating and corporate governance committee begins by determining whether the incumbent directors whose terms expire at the meeting desire, and are qualified, to continue their service on the board. We are of the view that the repeated service of qualified incumbents promotes stability and continuity in the boardroom, giving us the benefit of the familiarity and insight into our affairs that our directors have accumulated during their tenure. Accordingly, it is the policy of the nominating and corporate governance committee, absent special circumstances, to nominate qualified incumbent directors who continue to satisfy the committee’s criteria for membership on the Board; who the committee believes will continue to make important contributions to the Board; and who consent to stand for re-election and, if re-elected, to continue their service on the Board. When applicable, the committee will identify and evaluate non-incumbent director candidates as follows: Identification. For purposes of identifying nominees for the board of directors, the nominating and corporate governance committee relies on personal contacts of the committee and other members of the board of directors as well as its knowledge of members of the Company’s market area. The nominating and corporate governance committee will also consider director candidates recommended by shareholders in accordance with the policy and procedures set forth above. The nominating and corporate governance committee may use an independent search firm in identifying nominees. It did not utilize any such services in connection with identifying the nominees for election at the 2025 Annual Meeting, all of whom are incumbent directors. Evaluation. In evaluating potential nominees, the nominating and corporate governance committee determines whether the candidate is eligible and qualified for service on the board of directors by evaluating the candidate under the selection criteria set forth below under the heading “Minimum Qualifications”. In addition, the nominating and corporate governance committee may conduct a background check and may interview the candidate. Candidates proposed by shareholders are considered under the same criteria, except that the committee may also consider the size and duration of the equity interest of the recommending shareholder in the Company and the extent to which the recommending shareholder intends to continue holding this interest. Minimum Qualifications Our bylaws include a mandatory retirement policy applicable to our directors, subject to certain exceptions adopted in connection with the FNCB merger. Generally, any director, upon reaching the mandatory retirement age of 73 years, will be permitted to serve as a director for the remainder of his or her term, after which he or she shall no longer be eligible to serve as a director. Notwithstanding the general policy, each director appointed to our board in connection with the FNCB merger who was age 73 or older at the time of the merger, and each incumbent director at the effective time of the merger who will be age 73 or older at the expiration of his or her term in effect on September 27, 2023 will be eligible to stand for election to one additional three (3) year term, regardless of their age, in each case, unless 80 percent of the entire board of directors shall determine otherwise. Louis A. DeNaples, Sr. and Keith W. Eckel have been nominated for election at the 2025 annual meeting pursuant to this exception. The nominating and corporate governance committee has not adopted a specific set of minimum qualifications that must be met by nominees. Nominees are selected on the basis of their integrity, experience, achievements, judgment, intelligence, personal character and capacity to make independent analytical inquiries, ability and willingness to devote adequate time to Board duties, and the likelihood of being able to serve on the Board for a sustained period. In evaluating potential director nominees, our nominating and corporate governance committee will evaluate an individual’s specific qualities or skills including, but not limited to an individual’s: contributions to the range of talent, skill and expertise of the Board; financial, regulatory and business experience, knowledge of the banking and financial services industries, familiarity with the operations of public companies and ability to read and understand financial statements; familiarity with our market area and participation in and ties to local businesses and local civic, charitable and religious organizations; personal and professional integrity, honesty and reputation; ability to represent the best interests of the Company’s shareholders and the best interests of the Company and Bank; ability to devote sufficient time and energy to the performance of his or her duties; independence; and current equity holdings in the Company. The committee also considers factors such as global experience, experience as a director of a public company, and knowledge of relevant industries.

  22. Board of Directors and Committees

    The nominating and corporate governance committee will also consider any other factors it deems relevant, including competition, size of the board of directors, and regulatory disclosure obligations. The nominating and corporate governance committee will also consider the extent to which a candidate helps the board of directors reflect the diversity of the Company’s shareholders, employees, customers, and communities, including with respect to characteristics such as age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran status, and other characteristics under our board diversity policy. We have taken steps to increase the diversity of our board, and the nominating and corporate governance committee will continue to seek opportunities to enhance board diversity in the future. In addition, prior to nominating an incumbent director for re-election to the board of directors, the committee will consider and review an existing director’s Board and committee performance and his or her satisfaction of any minimum qualifications established by the committee. We maintain a share ownership policy, which applies to our non-employee directors, as well as our senior executive officers. This policy requires our non-employee directors to beneficially own our common stock in an amount equal to four times their annual retainer for board service, and allows five years from the time policy becomes applicable to them for our non-employee directors to reach compliance. As of December 31, 2024, each of our non-employee directors was in compliance with our share ownership policy. Shareholder Communications Any shareholder who desires to send communications to our board of directors or to individual directors may do so by directing his or her communication to the following address: Peoples Financial Services Corp., 102 East Drinker Street, Dunmore, Pennsylvania 18512, Attention: Investor Relations Officer. All shareholder communications, other than any communications we believe may pose a security risk, will be sent directly to board members.

  23. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  24. 2024 Summary Compensation Table

    | | | | | | | Change in | | | | | | | | | | Pension Value | | | | | | | | | | and | | | | | | | | | | Nonqualified | | | | | | | | | Non-Equity | Deferred | | | | | | | | Stock | Incentive Plan | Compensation | All Other | | | | | Salary | Bonus | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($) | ($) | ($) | ($) | | Craig W. Best | 2024 | 472,420 | 234,393 | 49,609 | – | –(2) | 167,896(3) | 924,318 | | Former Chief Executive Officer | 2023 | 472,420 | – | 223,175 | 61,950 | 6,996 | 162,532 | 927,073 | | | 2022 | 460,000 | – | 217,333 | 144,900 | – | 169,907 | 992,140 | | Thomas P. Tulaney | 2024 | 335,000 | 83,750 | 25,107 | – | | 37,493(4) | 481,350 | | President | 2023 | 335,000 | – | 113,051 | 46,900 | 117,495(2) | 32,943 | 645,389 | | | 2022 | 325,000 | – | 109,648 | 93,844 | 117,494 | 34,856 | 680,842 | | Neal D. Koplin | 2024 | 295,800 | 73,950 | 22,165 | – | 52,261(2) | 35,117(5) | 479,293 | | Senior Executive Vice President | 2023 | 295,800 | – | 99,811 | 28,841 | 76,228 | 36,886 | 537,566 | | and Chief Banking Officer | 2022 | 290,000 | – | 97,825 | 78,300 | 73,978 | 30,628 | 570,731 | | Timothy H. Kirtley | 2024 | 265,000 | 66,250 | 19,868 | – | 23,784(2) | 22,991(6) | 397,893 | | Executive Vice President, | 2023 | 255,000 | – | 86,125 | 41,119 | 28,626 | 23,570 | 434,440 | | Chief Risk Officer and Corporate Secretary | 2022 | 250,000 | – | 84,425 | 67,500 | 20,914 | 20,312 | 443,151 | | John R. Anderson III | 2024 | 270,000 | 67,500 | 20,231 | – | 30,503(2) | 25,265(7) | 413,499 | | Executive Vice President and | 2023 | 260,000 | – | 87,749 | 32,175 | 45,505 | 26,426 | 451,855 | | Former Chief Financial Officer | 2022 | 250,000 | – | 84,425 | 67,500 | 29,191 | 24,992 | 456,108 |

  25. 2024 Summary Compensation Table

    | (1) The entries in the stock awards column reflect the grant date fair value of awards of time-vested restricted stock and performance-vested restricted stock units, as calculated for financial statement reporting purposes in accordance with Accounting Standards Codification (ASC) No. 718, Compensation—Stock Compensation. See Notes 1 and 17 of the Notes to Consolidated Financial Statements for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used to determine the valuation of our stock awards for accounting purposes. The value of the performance-vested restricted stock units at the grant date assumes that the maximum level of performance conditions will be achieved. | | (2) Change in pension value in 2024 was negative $1,510 for Mr. Best and negative $3,685 for Mr. Anderson under the Penseco Employees’ Pension Plan, was negative $155,683 for Mr. Tulaney under his supplemental executive retirement plan, and was positive $52,261, $23,784 and $34,188 for Messrs. Koplin, Kirtley and Anderson, respectively, under their supplemental executive retirement plans. | | (3) For 2024, includes $25,426 contribution to the Excess Benefit Plan; $26,000 matching contribution to the Executive Deferred Compensation Plan No. 1; $80,000 contribution to Deferred Compensation Plan No. 2; country club memberships $6,062; automobile allowance $7,583; 401(k) safe harbor contribution of $10,350; 401(k) match $10,319; $1,000 holiday bonus; and life insurance $1,156. | | (4) For 2024, includes country club membership $13,891; automobile allowance $3,332; 401(k) safe harbor $10,350; 401(k) match $8,920; and $1,000 holiday bonus. | | (5) For 2024, includes country club membership $12,750; automobile allowance $2,724; 401(k) safe harbor $9,769; 401(k) match $8,874; and $1,000 holiday bonus. | | (6) For 2024, includes country club membership $4,853; 401(k) safe harbor $9,201; 401(k) match $7,937; and $1,000 holiday bonus. | | (7) For 2024, includes country club membership $7,100; 401(k) safe harbor $9,080; 401(k) match $8,085; and $1,000 holiday bonus. |

  26. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information concerning grants of plan-based awards made to our named executive officers during the year ended December 31, 2024.

  27. Grants of Plan-Based Awards

    | | | All Other Stock Awards: Number of Shares of | Grant Date Fair Value of Stock | | Name | Grant Date | Stock (#) | Awards ($)(1) | | Craig W. Best | 2/21/2024 | 1,231 | 49,609 | | Thomas P. Tulaney | 2/21/2024 | 623 | 25,107 | | Neal D. Koplin | 2/21/2024 | 550 | 22,165 | | Timothy H. Kirtley | 2/21/2024 | 493 | 19,868 | | John R Anderson | 2/21/2024 | 502 | 20,231 |

  28. Grants of Plan-Based Awards

    | (1) Grant date values based on the closing price of $40.30 per share of our common stock on the grant date of February 21, 2024. |

  29. Grants of Plan-Based Awards

    The table above includes the number of time-vested restricted stock awards issued under the 2023 Equity Incentive Plan. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table With respect to the discretionary cash bonuses, our compensation committee approved bonuses equal to 25 percent of base salary for Mr. Tulaney, Mr. Koplin, Mr. Kirtley and Mr. Anderson. Mr. Best resigned as our chief executive officer as of December 31, 2024, and our compensation committee approved a special discretionary bonus for Mr. Best in recognition of his efforts in connection with the FNCB merger and integration. With respect to the equity awards, the compensation committee approved time-vested restricted stock, which vests ratably over three years subject to the executive officer’s continued employment by us. We are a party to employment agreements with certain of our named executive officers, which are described in the following sections. These employment agreements control many aspects of the compensation of our named executive officers. Craig W. Best Employment Agreement We have been a party to an amended and restated employment agreement with our former chief executive officer, Craig W. Best, dated January 3, 2011, as amended as of December 31, 2015 (the “Best Employment Agreement”). The Best Employment Agreement provides for an annual base salary, which is subject to annual review by the compensation committee. In 2024, Mr. Best’s annual base salary remained the same at $472,420. The Best Employment Agreement also provided that Mr. Best was eligible to:

  30. Grants of Plan-Based Awards

    | ● | receive an annual cash incentive payment equal to a percentage of his base salary, which percentage will be determined by the compensation committee from time to time; |

  31. Grants of Plan-Based Awards

    | ● | participate in certain deferred compensation plans maintained by the Company; and |

  32. Grants of Plan-Based Awards

    | ● | participate in our long-term incentive equity-based compensation plans. |

  33. Grants of Plan-Based Awards

    Under the Best Employment Agreement, the Company agreed to purchase and maintain a bank owned life insurance (“BOLI”) policy on the life of Mr. Best. Any death benefit payable under the policy is payable to the Company, subject to a split-dollar arrangement that provided if Mr. Best had died in active service to the Company, the Company would have paid his estate a portion of the death benefit. In addition, the Best Employment Agreement provided that Mr. Best would be eligible for Company-paid term-life insurance coverage with a death benefit of not less than two times Mr. Best’s base salary, as in effect from time to time, a portion of which may be satisfied by the Company’s group term life insurance. The Company also agreed to provide Mr. Best with the use of an automobile, along with reasonable insurance and maintenance costs, as well as reimbursement for country and dining club memberships and reasonable business expenses. The Best Employment Agreement contained customary confidentiality and restrictive covenant provisions. For a period of 12 months following termination of employment for any reason, Mr. Best agreed that he will not: (1) solicit customers, potential customers or suppliers for or on behalf of a competing business (as defined under the Best Employment Agreement); (2) recruit employees of the Bank or Company for a competing business; or (3) serve as a director, officer, employee or investor in a competing business. Craig W. Best Separation Agreement On October 25, 2024, the Company and the Bank entered into a Separation Agreement with Craig W. Best, our former director and chief executive officer (the “Separation Agreement”). As contemplated by his Separation Agreement, Mr. Best resigned from his positions as chief executive officer and director of the Company and the Bank effective as of December 31, 2024. The Separation Agreement provides that Mr. Best will receive, in addition to his accrued compensation and other benefits through his termination date, severance in an aggregate amount of $1,190,073, payable in substantially equal monthly installments over a 24-month period, the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and any dependents for a period of up to 24 months following termination, and up to $30,000 in outplacement assistance. Pursuant to the Separation Agreement, Mr. Best agreed to a release of any claims against the Company and the Bank. Thomas P. Tulaney Employment Agreement We are party to an employment agreement with our President and Chief Operating Officer, Thomas P. Tulaney, dated May 30, 2012 (the “Tulaney Employment Agreement”) that automatically renews annually unless either party terminates the agreement earlier in accordance with the provisions of the Tulaney Employment Agreement. The Tulaney Employment Agreement provides for an annual base salary, which is subject to annual review by the compensation committee. In 2024, Mr. Tulaney’s annual base salary remained the same at $335,000. In the event of an across-the-board salary reduction affecting all of the Company’s management employees, we may decrease Mr. Tulaney’s base salary. The Tulaney Employment Agreement also provides that Mr. Tulaney will be eligible to:

  34. Grants of Plan-Based Awards

    | ● | receive an annual cash incentive payment targeted at 35 percent of his base salary with the actual payment based on achievement of corporate and individual performance goals, as determined by the compensation committee from time to time; |

  35. Grants of Plan-Based Awards

    | ● | participate in his SERP arrangement; and |

  36. Grants of Plan-Based Awards

    | ● | participate in our long-term incentive equity-based compensation plans. |

  37. Grants of Plan-Based Awards

    The Tulaney Employment Agreement contains customary confidentiality and restrictive covenant provisions. For a period of 12 months following termination of employment for any reason other than in connection with a change of control (in which case the applicable period is 24 months), Mr. Tulaney has agreed that he will not: (1) solicit customers, potential customers or suppliers for or on behalf of a competing business (as defined under the agreement); (2) recruit employees of the Bank or Company for a competing business; or (3) serve as a director, officer, employee or investor, or otherwise engage, in a competing business. Neal D. Koplin Employment Agreement We are party to an employment agreement dated August 27, 2014, with Neal D. Koplin, our Senior Executive Vice President and Chief Banking Officer (the “Koplin Employment Agreement”) that automatically renews annually unless either party terminates the agreement earlier in accordance with the provisions of the Koplin Employment Agreement. In 2024, Mr. Koplin’s annual base salary remained the same at $295,800. The Koplin Employment Agreement also provides that Mr. Koplin will be eligible to:

  38. Grants of Plan-Based Awards

    | ● | receive an annual cash incentive payment targeted at 30 percent of his base salary, with the actual payment based on achievement of corporate and individual performance goals, as determined by the compensation committee from time to time; |

  39. Grants of Plan-Based Awards

    | ● | participate in his SERP arrangement; and |

  40. Grants of Plan-Based Awards

    | ● | participate in our long-term incentive equity-based compensation plans. |

  41. Grants of Plan-Based Awards

    The Koplin Employment Agreement contains customary confidentiality and non-solicitation provisions. For a period of 12 months following termination of employment for any reason other than in connection with a change of control (in which case the applicable period is 36 months), Mr. Koplin has agreed that he will not solicit customers, potential customers or suppliers for or on behalf of a competing business (as defined under the agreement), and will not recruit employees of the Bank or Company for a competing business. The Company also agreed to provide Mr. Koplin with a monthly automobile allowance, currently satisfied by the Company’s providing Mr. Koplin use of a Company-owned automobile, as well as reimbursement for a country club membership and reasonable business expenses. Timothy H. Kirtley Employment Agreement We are party to an employment agreement dated September 30, 2016 with Timothy H. Kirtley, our Executive Vice President, Chief Risk Officer and Corporate Secretary, which was amended as of December 5, 2017 and May 8, 2020 (as amended, the “Kirtley Employment Agreement”). The Kirtley Employment Agreement is automatically renewed on annual basis date for an annual renewal term unless either party provides notice of non-renewal in accordance with the provisions of the Kirtley Employment Agreement. The Kirtley Employment Agreement provides for an annual base salary, which is subject to annual review by the compensation committee. In 2024, Mr. Kirtley’s annual base salary increased from $255,000 to $265,000. The Kirtley Employment Agreement also provides that Mr. Kirtley will be eligible to receive an annual cash incentive payment targeted at 30 percent of his base salary, with the actual payment based on achievement of corporate and individual performance goals, as determined by the compensation committee from time to time. The Kirtley Employment Agreement contains customary confidentiality and restrictive covenant provisions. For a period of 12 months following termination of employment for any reason other than in connection with a change of control (in which case the applicable period is 24 months), Mr. Kirtley has agreed that he will not: (1) solicit customers, potential customers or suppliers for or on behalf of a competing business (as defined under the agreement); (2) recruit employees of the Bank or Company for a competing business; or (3) serve as a director, officer, employee or investor, or otherwise engage, in a competing business. John R. Anderson III Severance Agreement On September 27, 2023, the compensation committee approved an amended and restated severance agreement with Mr. Anderson. Mr. Anderson’s severance agreement provides him with certain severance benefits in the event that he is terminated without cause or resigns for good reason (each as defined in the severance agreement). In the event of such a termination, Mr. Anderson will be entitled to receive, for a period of 12 months following such termination, monthly payments equal to the sum of 1/12th of Mr. Anderson’s base salary at the time of termination plus 1/12th of the average annual bonus paid to Mr. Anderson in the 3 fiscal years ending before his date of termination, monthly COBRA continuation premium payments for up to 12 months and up to $20,000 for executive outplacement assistance. If Mr. Anderson is terminated without cause or resigns for good reason within 24 months following a change of control or within 24 months of the closing date of the proposed FNCB merger, Mr. Anderson will be entitled to receive, in lieu of any other severance benefits, for a period of 24 months following such termination, monthly payments equal to the sum of 1/12th of Mr. Anderson’s base salary at the time of termination plus 1/12th of the average annual bonus paid to Mr. Anderson in the 3 fiscal years ending before his date of termination, COBRA continuation premium payments for up to 18 months and up to $20,000 for executive outplacement assistance. Payment of severance under the severance agreement is contingent upon Mr. Anderson’s execution and delivery of a release of claims against the Company.

  42. Outstanding Equity Awards at Fiscal Year

    Outstanding Equity Awards at Fiscal Year The following table sets forth information concerning equity awards outstanding as of December 31, 2024.

  43. Outstanding Equity Awards at Fiscal Year

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(7) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | Craig W. Best(1) | – | – | – | – | | Thomas P. Tulaney(2) | 1,175 | 60,137 | 1,342 | 68,684 | | Neal D. Koplin(3) | 1,040 | 53,227 | 1,184 | 60,597 | | Timothy H. Kirtley(4) | 916 | 46,881 | 1,022 | 52,306 | | John R. Anderson III(5) | 930 | 47,597 | 1,042 | 53,330 |

  44. Outstanding Equity Awards at Fiscal Year

    | (1) Mr. Best resigned as of December 31, 2024, and all of his unvested restricted time equity awards and performance-vested restricted stock units (other than those that vested as of December 31, 2024) were forfeited as of December 31, 2024. |

  45. Outstanding Equity Awards at Fiscal Year

    | (2) Mr. Tulaney’s outstanding equity awards consist of 169 shares of restricted stock, subject to vesting in one annual installment on March 11, 2025; 383 shares of restricted stock, subject to vesting in two annual installments on March 11, 2025 and 2026; 623 shares of restricted stock, subject to vesting in three annual installments on March 11, 2025, 2026, and 2027; 1,342 unearned performance-vested restricted stock units that would be earned for achieving target performance goals over a three-year period ending December 31, 2025. |

  46. Outstanding Equity Awards at Fiscal Year

    | (3) Mr. Koplin’s outstanding equity awards consist of 151 shares of restricted stock, subject to vesting in one annual installment on March 11, 2025; 339 shares of restricted stock, subject to vesting in two annual installments on March 11, 2025 and 2026; 550 shares of restricted stock, subject to vesting in three annual installments on March 11, 2025, 2026, and 2027; 1,184 unearned performance-vested restricted stock units that would be earned for achieving target performance goals over a three-year period ending December 31, 2025. |

  47. Outstanding Equity Awards at Fiscal Year

    | (4) Mr. Kirtley’s outstanding equity awards consist of 131 shares of restricted stock, subject to vesting in one annual installment on March 11, 2025; 292 shares of restricted stock, subject to vesting in two annual installments on March 11, 2025 and 2026; 493 shares of restricted stock, subject to vesting in three annual installments on March 11, 2025, 2026, and 2027; 1,022 unearned performance-vested restricted stock units that would be earned for achieving target performance goals over a three-year period ending December 31, 2025. |

  48. Outstanding Equity Awards at Fiscal Year

    | (5) Mr. Anderson’s outstanding equity awards consist of 131 shares of restricted stock, subject to vesting in one annual installment on March 11, 2025; 297 shares of restricted stock, subject to vesting in two annual installments on March 11, 2025, and 2026; 502 shares of restricted stock, subject to vesting in three annual installments on March 11, 2025, 2026, and 2027; 1,042 unearned performance-vested restricted stock units that would be earned for achieving target performance goals over a three-year period ending December 31, 2025. |

  49. Outstanding Equity Awards at Fiscal Year

    | (6) These amounts reflect a portion of the unvested RSUs that may become vested based on the actual performance over the applicable performance periods. For purposes of calculating the amounts set forth in the table and based on performance through December 31, 2024, it is assumed that the RSUs will be earned at target; however, the number of shares actually earned will depend upon actual performance over the applicable performance periods. |

  50. Outstanding Equity Awards at Fiscal Year

    | (7) Market value is based on a closing price of $51.18 per share of our common stock on December 31, 2024. |

  51. Stock Vested

    Stock Vested The following table sets forth information concerning restricted stock that vested during the fiscal year ended December 31, 2024.

  52. Stock Vested

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Craig W. Best | 1,094 | 45,084 (1) | | Thomas P. Tulaney | 553 | 22,789 (2) | | Neal D. Koplin | 474 | 19,534 (3) | | Timothy H. Kirtley | 417 | 17,185 (4) | | John R. Anderson III | 420 | 17,308 (5) |

  53. Stock Vested

    | (1) Mr. Best’s vested shares consists of installments of time-vested restricted stock awards: 379 shares from his 2021 award, 337 shares from his 2022 award, and 378 shares from his 2023 award, all of which vested on March 11, 2024. The value of the vested shares is based on the closing price of $41.21 per share of our common stock on the vesting date. |

  54. Stock Vested

    | (2) Mr. Tulaney’s vested shares consists of installments of time-vested restricted stock awards: 191 shares from his 2021 award, 170 shares from his 2022 award, and 192 shares from his 2023 award, all of which vested on March 11, 2024. The value of the vested shares is based on the closing price of $41.21 per share of our common stock on the vesting date. |

  55. Stock Vested

    | (3) Mr. Koplin’s vested shares consists of installments of time-vested restricted stock awards: 153 shares from his 2021 award, 152 shares from his 2022 award, and 169 shares from his 2023 award, all of which vested on March 11, 2024. The value of the vested shares is based on the closing price of $41.21 per share of our common stock on the vesting date. |

  56. Stock Vested

    | (4) Mr. Kirtley’s vested shares consists of installments of time-vested restricted stock awards: 141 shares from his 2021 award, 130 shares from his 2022 award, and 146 shares from his 2023 award, all of which vested on March 11, 2024. The value of the vested shares is based on the closing price of $41.21 per share of our common stock on the vesting date. |

  57. Stock Vested

    | (5) Mr. Anderson’s vested shares consists of installments of time-vested restricted stock awards: 141 shares from his 2021 award, 130 shares from his 2022 award, and 149 shares from his 2023 award, all of which vested on March 11, 2024. The value of the vested shares is based on the closing price of $41.21 per share of our common stock on the vesting date. |

  58. Stock Vested

    The following table sets forth information concerning performance-vested restricted stock units that vested during the fiscal year ended December 31, 2024.

  59. Stock Vested

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Craig W. Best | 1,178 | 60,290 | | Thomas P. Tulaney | 594 | 30,401 | | Neal D. Koplin | 530 | 27,125 | | Timothy H. Kirtley | 458 | 23,440 | | John R. Anderson III | 458 | 23,440 |

  60. Stock Vested

    | (1) Based on the closing price of $51.18 per share of our common stock on the vesting date, December 31, 2024. |

  61. Pension Benefits

    Pension Benefits The following table sets forth information concerning our plans that provide for payments or other benefits at, following, or in connection with, retirement for each of the named executive officers.

  62. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payment During Last Fiscal Year ($) | | Craig W. Best | Penseco Employees’ Pension Plan | 3 | 96,568 | – | | John R. Anderson III | Penseco Employees’ Pension Plan | 18 | 65,137 | – | | Thomas P. Tulaney | Supplemental Executive Retirement Plan | 13 | 1,453,096 | – | | Neal D. Koplin | Supplemental Executive Retirement Plan | 8 | 500,542 | – | | Timothy H. Kirtley | Supplemental Executive Retirement Plan | 3 | 73,323 | – | | John R. Anderson III | Supplemental Executive Retirement Plan | 3 | 103,335 | – |

  63. Pension Benefits

    | (1) Represents the number of benefit years of service credited to the executive officer under the plan, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the registrant’s audited financial statements for the last completed fiscal year. The Penseco Employees’ Pension Plan was frozen as of June 2008, and no additional years of services are being credited under such plan. | | (2) Reflects the actuarial present value of the named executive officer’s accumulated benefit under the plan(s), computed as of the same measurement date used for financial statement reporting purposes with respect to the registrant’s audited financial statements for the last completed fiscal year. |

  64. Pension Benefits

    The information in the foregoing table for Messrs. Best and Anderson includes information related to the Penseco Employees’ Pension Plan, a qualified defined benefit retirement plan. As of June 2008, no further benefits are being accrued in this plan. The plan provides for fixed benefits payable for life upon retirement at the age of 65, based on length of service and compensation levels as defined in the plan. The information in the table has been determined using interest rate and mortality rate assumptions consistent with those used in the preparation of the Company’s financial statements. Messrs. Best and Anderson participate in the Employees’ Pension Plan on the same basis as all other former Penseco employees who were participants as of June 2008, and receive only those benefits that are available to all such other employees. Under his SERP arrangement, Mr. Tulaney is eligible to earn a benefit of $114,600 per year commencing upon his retirement at age 65 and continuing for twenty years. Mr. Tulaney may receive lesser or equal benefits upon a qualifying termination of employment that occurs prior to Mr. Tulaney reaching age 65. Under his SERP arrangement, Mr. Koplin is eligible to earn a benefit of $62,000 per year commencing upon his retirement at age 67 and continuing for fifteen years. Mr. Koplin may receive lesser or equal benefits upon a qualifying termination of employment that occurs prior to Mr. Koplin reaching age 67. Under his SERP arrangement, Mr. Kirtley is eligible to earn a benefit of $50,000 per year commencing upon his retirement at age 65 and continuing for ten years. Mr. Kirtley may receive lesser or equal benefits upon a qualifying termination of employment that occurs prior to Mr. Kirtley reaching age 65. Under his SERP arrangement, Mr. Anderson is eligible to earn a benefit of $50,000 per year commencing upon his retirement at age 65 and continuing for ten years. Mr. Anderson may receive lesser or equal benefits upon a qualifying termination of employment that occurs prior to Mr. Anderson reaching age 65.

  65. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth nonqualified deferred compensation contributions during the year ended December 31, 2024.

  66. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2024($) | Company Contributions in 2024($) | Aggregate Earnings in 2024($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024($) | | Craig W. Best | – | 25,426 (1) | – | – | 222,948 | | Craig W. Best | 52,000 | 26,000 (2) | 75,611 (3) | – | 1,050,423 | | Craig W. Best | – | 80,000 (4) | 67,583 (5) | – | 1,460,451 |

  67. Nonqualified Deferred Compensation

    | (1) Represents Company accrued contributions for the 2024 plan year under the Excess Benefit Plan, which contributions are included in “All Other Compensation” in the Summary Compensation Table set forth above. | | (2) Represents Company matching contributions under the Executive Deferred Compensation Plan, which contributions are included in “All Other Compensation” in the Summary Compensation Table set forth above. | | (3) Represents earnings on balances in the Executive Deferred Compensation Plan No 1. | | (4) Represents Company contributions under the Deferred Compensation Plan No. 2, which contributions are included in “All Other Compensation” in the Summary Compensation Table set forth above. | | (5) Represents earnings on balances in the Deferred Compensation Plan No. 2. |

  68. Nonqualified Deferred Compensation

    Excess Benefit Plan. The company contribution set forth in the table above represents our contribution pursuant to the Excess Benefit Plan maintained for Mr. Best. The plan provided Mr. Best with benefits in an amount which is equivalent to the excess, if any, of the matching and ESOP contributions he would have been entitled to receive under the 401(k) Plan and ESOP if those plans were administered without regard to the limitations required by Section 401(a)(17) of the Internal Revenue Code and any regulations thereunder, over the amount he is entitled to receive under those plans for the applicable plan year. The Excess Benefit Plan is intended to be an unfunded excess benefit plan. The benefit described above is to be computed as of the date of Mr. Best’s separation from service. The accrued benefit will become payable if Mr. Best separates from service for any reason. Mr. Best will be entitled to receive, by virtue of his separation from service, a distribution in an aggregate amount equal to his accrued benefit. The actuarial equivalent of his accrued benefit will be distributed in a single lump sum payment within five days following the date that is six months after the date Mr. Best separated from service. As of December 31, 2024, Mr. Best’s accrued benefit under the Excess Benefit Plan was $222,948. Executive Deferred Compensation Plan. The Executive Deferred Compensation Plan is an account-based deferred compensation arrangement that provided Mr. Best an opportunity to defer base salary and annual bonus compensation and required the Company to make matching contributions to Mr. Best’s account in an amount equal to 50 percent of Mr. Best’s deferrals, up to a maximum of six percent of Mr. Best’s salary and annual bonus for a given year. The Company may also contribute a discretionary contribution to Mr. Best’s account under the plan. Notional interest or earnings and losses, based on the investment returns under our 401(k) profit sharing plan, will also be credited. Given Mr. Best’s separation from service, distributions from the Executive Deferred Compensation Plan will be made in 2025. Deferred Compensation Plan No. 2. The Deferred Compensation Plan No. 2 is an account-based deferred compensation arrangement contemplated by the amendment and restatement of Mr. Best’s employment agreement on January 3, 2011. Pursuant to the agreement, the Deferred Compensation Plan No. 2 provided Mr. Best an opportunity to defer base salary and bonus compensation and required the Company to make contributions to Mr. Best’s account in the amount of $61,375 on or around the time his employment agreement was amended and restated, followed by credits of $60,000 each August 1 beginning in 2011 and ending in 2014. The plan was amended August 31, 2014 and, as amended, required an annual contribution of $80,000 per year from 2015 through 2019 subject to Mr. Best’s continued employment. On January 30, 2020, a Second Amendment to the Amended and Restated Deferred Compensation Plan No. 2 was approved. The second amendment provided for a contribution of $80,000 each August 1 from 2020 through 2024, each conditioned on Mr. Best’s continued employment through the applicable date. Notional interest is credited to such deferred amounts. Given Mr. Best’s separation from service, his account will begin to be distributed in 2025. The second amendment provides that with respect to the benefit attributable to contributions accrued on August 1, 2020 and thereafter, subject to the other terms and conditions of the plan, such benefit will be paid in a lump sum within forty-five (45) days following Mr. Best’s separation from service. With respect to the benefit attributable to contributions accrued through August 1, 2019, such benefit will be paid in one hundred twenty (120) consecutive monthly installments. Potential Post-Termination Benefits Payments Made Upon Termination of Employment. The following chart summarizes the total benefits payable to the named executive officers upon a termination of employment, assuming that the termination occurred on December 31, 2024 and based on a closing price of $51.18 per share of our common stock on December 31, 2024:

  69. Nonqualified Deferred Compensation

    | | Termination | Termination for | Termination After a | | Name | Without “Cause” | “Good Reason” | Change in Control | | Craig W. Best | $4,007,721 | $4,007,721 | $4,007,721 | | Thomas P. Tulaney | $2,742,201 | $2,742,201 | $3,255,872 | | Neal D. Koplin | $943,395 | – | $1,709,522 | | Timothy H. Kirtley | $460,242 | $369,372 | $1,132,077 | | John R. Anderson III | $503,017 | $376,447 | $1,194,506 |

  70. Nonqualified Deferred Compensation

    Payments Made Upon Termination for Cause. Under the employment agreements with Mr. Tulaney, Mr. Koplin and Mr. Kirtley, we may terminate their employment for cause (as defined in the agreement) at any time. Mr. Best’s employment agreement included similar provisions. Mr. Anderson is an at-will employee without an employment agreement, although he does have severance agreement (which is described above) that would apply in certain circumstances other than a for cause termination by the Company. If any of the named executive officers is terminated for cause, he will receive only accrued compensation and vested benefits through his termination date. Payments Made Upon Termination Without Cause or For Good Reason. Craig W. Best – Mr. Best entered into his Separation Agreement on October 25, 2024 and resigned as of December 31, 2024. Under the Separation Agreement, upon termination Mr. Best was entitled to receive his accrued compensation and other benefits through his termination date, along with a severance payment equal to $1,190,073, and up to $30,000 in outplacement assistance, if applicable. In addition, the Company will pay the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and any dependents for a period of up to 24 months following termination, or until Mr. Best becomes eligible for other group health plan insurance if sooner. Based on Mr. Best’s termination as of December 31, 2024, in addition to the cash severance payment, outplacement and health insurance (valued at $53,826) due under his Separation Agreement, Mr. Best would have received payment of accrued benefits of $222,948 under the Excess Benefit Plan, $1,050,423 under the Executive Deferred Compensation Plan and $1,460,451 under Deferred Compensation Plan No. 2. Payment of severance benefits under the Separation Agreement was contingent upon Mr. Best’s execution and delivery of a release agreement to the Company and the Bank. Thomas P. Tulaney – Pursuant to the terms of his employment agreement, upon termination by the Company without cause (as defined in his employment agreement) or voluntary termination by Mr. Tulaney with good reason (as defined in his employment agreement), he will receive his accrued compensation and other benefits through his termination date, along with a severance payment equal to 12 months of payments based upon base salary and average annual incentive and bonus payments. In addition, the Company will pay the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and dependents for a period of 18 months following termination. If the Company terminated Mr. Tulaney’s employment without cause or he resigned with good reason on December 31, 2024, the cash severance payment due under his employment agreement (based solely on Mr. Tulaney’s then current base salary and average annual incentive and bonus payments, without regard to future adjustments, incentives or bonuses) would have been $409,831. In addition, Mr. Tulaney would have received payment of health insurance premiums valued at $40,369 and, upon termination by the Company without cause or any voluntary termination by Mr. Tulaney (including for good reason), $114,600 per year, payable in monthly installments for twenty years, under his SERP. The Tulaney Employment Agreement provides that payment of severance is contingent upon Mr. Tulaney’s execution and delivery of a release agreement to the Company and the Bank. Neal D. Koplin – Pursuant to the terms of his employment agreement, upon termination by the Company without cause (as defined in his employment agreement), we are obligated to, among other things, make monthly payments to Mr. Koplin for one (1) year following the termination equal to 1/12th of Mr. Koplin’s base salary at the time of termination. If the company terminated Mr. Koplin’s employment without cause on December 31, 2024, the cash severance payment due under his employment agreement (based solely on Mr. Koplin’s then current base salary, without regard to future base salary adjustments) would have been $295,800. Payment of severance under the Koplin Employment Agreement is contingent upon Mr. Koplin’s execution and delivery of a release agreement to the Company and the Bank. In addition, upon termination by the Company without cause, Mr. Koplin would have received $43,173 per year, payable in monthly installments for fifteen years, under his SERP. Timothy H. Kirtley – Pursuant to the terms of his employment agreement, upon termination by the Company without cause (as defined in his employment agreement) or voluntary termination by Mr. Kirtley with good reason (as defined in his employment agreement), he will receive his accrued compensation and other benefits through his termination date, along with a severance payment equal to 12 months of payments based upon base salary and average annual incentive and bonus payments. In addition, the Company will pay the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and dependents for a period of 18 months following termination. If the Company terminated Mr. Kirtley’s employment without cause or he resigned with good reason on December 31, 2024, the cash severance payment due under his employment agreement (based solely on Mr. Kirtley’s then current base salary and average annual incentive and bonus payments, without regard to future adjustments, incentives or bonuses) would have been $323,290. In addition, Mr. Kirtley would have received payment of health insurance premiums valued at $46,083. Payment of severance under the Kirtley Employment Agreement is contingent upon Mr. Kirtley’s execution and delivery of a release agreement to the Company and the Bank. In addition, upon termination by the Company without cause, Mr. Kirtley would have received $9,087 per year, payable in monthly installments for ten years, under his SERP. John R. Anderson III – Pursuant to the terms of his severance agreement, upon termination by the Company without cause (as defined in his severance agreement) or voluntary termination by Mr. Anderson with good reason (as defined in his severance agreement), Mr. Anderson will be entitled to receive, for a period of 12 months following such termination, monthly payments equal to the sum of 1/12th of Mr. Anderson’s base salary at the time of termination plus 1/12th of the average annual bonus paid to Mr. Anderson in the 3 fiscal years ending before his date of termination, monthly COBRA continuation premium payments for up to 12 months and up to $20,000 for executive outplacement assistance. If the Company terminated Mr. Anderson’s employment without cause or he resigned with good reason on December 31, 2024, the cash severance payment due under his severance agreement (based solely on Mr. Anderson’s then current base salary and average annual incentive and bonus payments, without regard to future adjustments, incentives or bonuses) would have been $325,725, the COBRA premiums valued at $30,722 and outplacement benefits of up to $20,000. In lieu of the foregoing benefits, if Mr. Anderson is terminated without cause or resigns for good reason within 24 months of the closing date of the FNCB merger, Mr. Anderson will be entitled to receive, for a period of 24 months following such termination, monthly payments equal to the sum of 1/12th of Mr. Anderson’s base salary at the time of termination plus 1/12th of the average annual bonus paid to Mr. Anderson in the 3 fiscal years ending before his date of termination, COBRA continuation premium payments for up to 18 months and up to $20,000 for executive outplacement assistance. In addition, upon termination by the Company without cause, Mr. Anderson would have received $12,657 per year, payable in monthly installments for ten years, under his SERP.

  71. Nonqualified Deferred Compensation

    Payments Made Upon Disability or Death. The employment agreements with Messrs. Tulaney, Koplin and Kirtley provide that, upon termination due to the executive’s death or disability, he will receive only accrued compensation and vested benefits through his termination date. Likewise, upon a termination due to Mr. Anderson’s death or disability, he will receive only accrued compensation and vested benefits through his termination date. Payments to Mr. Best are governed by his Separation Agreement. If Mr. Tulaney’s employment terminated December 31, 2024 due to his death or disability, under his SERP he would be entitled to receive $114,600 per year, payable in monthly installments for twenty years. In addition, he would have received accelerated vesting of $21,700 or $60,137 in restricted stock, if terminated due to death or disability, respectively, and accelerated vesting of $45,755 in RSUs if terminated due to death. If terminated due to death at December 31, 2024, Mr. Tulaney’s estate would have been entitled to $100,000 in life insurance benefits under a BOLI split-dollar arrangement, in addition to any benefit under the group life insurance plan maintained for employees generally. If Mr. Koplin’s employment terminated December 31, 2024 due to his death or disability, under his SERP he would be entitled to receive, respectively, $62,000 per year or $43,173 per year, in either case payable in monthly installments for fifteen years. In addition, he would have received accelerated vesting of $19,295 or $53,227 in restricted stock, if terminated due to death or disability, respectively, and accelerated vesting of $40,381 in RSUs if terminated due to death. If Mr. Kirtley’s employment terminated December 31, 2024 due to his death or disability, under his SERP he would be entitled to receive, respectively, $50,000 per year or $9,087 per year, in either case payable in monthly installments for ten years. If Mr. Kirtley’s employment terminated December 31, 2024 he would have received accelerated vesting of $16,889 or $46,881 in restricted stock, if terminated due to death or disability, respectively, and accelerated vesting of $34,854 in RSUs if terminated due to death. If Mr. Anderson’s employment terminated December 31, 2024 due to his death or disability, under his SERP he would be entitled to receive, respectively, $50,000 per year or $12,657 per year, in either case payable in monthly installments for ten years. If Mr. Anderson’s employment terminated December 31, 2024 he would have received accelerated vesting of $17,094 or $47,597 in restricted stock, if terminated due to death or disability, respectively, and accelerated vesting of $35,519 in RSUs if terminated due to death. Payments Made Upon a Change in Control. In accordance with the terms of their employment, separation or severance agreements, as applicable, our named executive officers are entitled to the following payments upon termination in connection with a change of control: Craig W. Best – As noted above, payments to Mr. Best are governed by his Separation Agreement. Upon his termination, he will receive previously accrued compensation and benefits, along with a severance payment equal to $1,190,073, and up to $30,000 in outplacement assistance, if applicable. In addition, the Company will pay the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and any dependents for a period of up to 24 months following termination, or until Mr. Best becomes eligible for other group health plan insurance if sooner. Based on Mr. Best’s termination as of December 31, 2024, in addition to the cash severance payment, outplacement and health insurance (valued at $53,826) due under his Separation Agreement, Mr. Best would have received payment of accrued benefits of $222,948 under the Excess Benefit Plan, $1,050,423 under the Executive Deferred Compensation Plan and $1,460,451 under Deferred Compensation Plan No. 2. Payment of severance under the Separation Agreement was contingent upon Mr. Best’s execution and delivery of a release agreement to the Company and the Bank. Thomas P. Tulaney – Pursuant to the terms of his employment agreement, if we terminate Mr. Tulaney without cause or Mr. Tulaney terminates for good reason within 24 months of a change in control, he will receive, in addition to previously accrued compensation and benefits, monthly severance payments for 24 months following termination, equal to the sum of 1/12th of the executive’s base salary at the time of termination and 1/12th of average annual incentive and bonus payments. In addition, the Company will pay the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and any dependents for a period of 24 months following termination. If Mr. Tulaney was terminated without cause or resigned for good reason on December 31, 2024 following a change in control, the cash severance payment due under his employment agreement (based solely on Mr. Tulaney’s then current base salary and average annual incentive and bonus payments, without regard to future adjustments, incentives or bonuses) would have been $819,663. In addition, Mr. Tulaney would have received payment of health insurance premiums valued at $53,826, accelerated vesting of $21,700 in restricted stock and accelerated vesting of $68,684 in RSUs, and $114,600 per year, payable in monthly installments for twenty years, under his SERP. For purposes of calculating accelerated vesting of RSUs upon a change of control, based on performance through December 31, 2024, it is assumed that RSUs would be earned at target. Neal D. Koplin – In the event that Mr. Koplin is terminated within 24 months following a change of control (as defined in his employment agreement) or resigns for good reason (as defined in his employment agreement), he will be entitled to the salary payments described above for a period of three (3) years following termination (in lieu of one (1) year). Payment of severance under the Koplin Employment Agreement is in each case contingent upon Mr. Koplin’s execution and delivery of a release agreement to the Company and the Bank. If Mr. Koplin was terminated without cause or resigned for good reason on December 31, 2024 following a change in control, the cash severance due to Mr. Koplin under his employment agreement would have been $887,400. In addition, Mr. Koplin would have received accelerated vesting of $19,295 in restricted stock and accelerated vesting of $60,597 in RSUs, and $55,661 per year, payable in monthly installments for fifteen years, under his SERP. For purposes of calculating accelerated vesting of RSUs upon a change of control, based on performance through December 31, 2024, it is assumed that RSUs would be earned at target.

  72. Nonqualified Deferred Compensation

    Timothy H. Kirtley – Pursuant to the terms of his employment agreement, if we terminate Mr. Kirtley without cause or Mr. Kirtley terminates for good reason within 24 months of a change in control, he will receive, in addition to previously accrued compensation and benefits, monthly severance payments for 24 months following termination, equal to the sum of 1/12th of the executive’s base salary at the time of termination and 1/12th of average annual incentive and bonus payments. In addition, the Company will pay the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and any dependents for a period of 18 months following termination. If Mr. Kirtley was terminated without cause or resigned for good reason on December 31, 2024 following a change in control, the cash severance payment due under his employment agreement (based solely on Mr. Kirtley’s then current base salary and average annual incentive and bonus payments, without regard to future adjustments, incentives or bonuses) would have been $646,579. In addition, Mr. Kirtley would have received payment of health insurance premiums valued at $46,083, accelerated vesting of $16,889 in restricted stock and accelerated vesting of $52,306 in RSUs, and $37,022 per year, payable in monthly installments for ten years, under his SERP. For purposes of calculating accelerated vesting of RSUs upon a change of control, based on performance through December 31, 2024, it is assumed that RSUs would be earned at target. John R. Anderson III – Pursuant to the terms of his severance agreement, if we terminate Mr. Anderson without cause or Mr. Anderson terminates for good reason within 24 months of a change in control, he will receive, in addition to previously accrued compensation and benefits, monthly severance payments for 24 months following termination, equal to the sum of 1/12th of the executive’s base salary at the time of termination and 1/12th of average annual bonus payments paid in the 3 fiscal years ending before his date of termination. In addition, the Company will pay the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and any dependents for a period of 18 months following termination and pay and up to $20,000 for executive outplacement assistance. If Mr. Anderson was terminated without cause or resigned for good reason on December 31, 2024 following a change in control, the cash severance payment due under his severance agreement (based solely on Mr. Anderson’s then current base salary and average annual incentive and bonus payments, without regard to future adjustments, incentives or bonuses) would have been $651,450. In addition, Mr. Anderson would have received payment of health insurance premiums valued at $46,083, accelerated vesting of $17,094 in restricted stock and accelerated vesting of $53,330 in RSUs, and $40,655 per year, payable in monthly installments for ten years, under his SERP, and up to $20,000 in outplacement assistance. For purposes of calculating accelerated vesting of RSUs upon a change of control, based on performance through December 31, 2024, it is assumed that RSUs would be earned at target. Pay Ratio Disclosure We identified our median employee as of December 31, 2024, using our entire employee population, other than our principal executive officer, and the total base salary or wages, plus bonus, earned by those employees during the 2024 calendar year. We calculated the total compensation of our median employee in the same manner that the total compensation of our principal executive officer is calculated in the summary compensation table, although the median employee’s total compensation consisted solely of salary, bonus and contributions to our 401(k) profit sharing plan. Based on this methodology, the 2024 total compensation of our median employee was $53,587. The 2024 total compensation of our principal executive officer was $924,318 and the ratio of the median employee’s total compensation to our principal executive officer’s total compensation for 2024 was 1:17.2. Pay Versus Performance Disclosure The table below shows the following information for the past five fiscal years: (i) “total” compensation for our named executive officers (“NEOs”) for purposes of the “Summary compensation table”; (ii) the “Compensation actually paid” to named executive officers (calculated using rules required by the SEC); (iii) our total shareholder return (“TSR”); (iv) the TSR of the S&P U.S. BMI Banks Index; (v) our net income; and (vi) our return on average tangible common equity. “Compensation actually paid” does not represent the value of cash and shares of the Company’s common stock received by named executive officers during the year, but rather is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, “Compensation actually paid” amounts below differ from compensation actually received by the individuals.

  73. Nonqualified Deferred Compensation

    | Year | “Summary compensation table” total for CEO(1) | Compensation actually paid to CEO(2) | Average “Summary compensation table” total for other NEOs(1) | Average compensation actually paid to other NEOs(2) | Company TSR(3) | Peer group TSR(3) | Net income (in thousands) | Return on average tangible common equity(4) | | 2024 | $924,318 | $710,087 | $443,009 | $390,799 | 121.93 | 143.68 | $8.498 | 2.63% | | 2023 | $927,073 | $894,021 | $517,313 | $490,183 | 110.97 | 107.32 | $27,380 | 10.30% | | 2022 | $992,140 | $1,002,424 | $537,708 | $529,093 | 113.83 | 98.38 | $38,090 | 14.80% | | 2021 | $1,009,089 | $1,201,076 | $587,389 | $622,866 | 112.19 | 118.61 | $43,519 | 12.94% | | 2020 | $979,298 | $941,198 | $511,529 | $517,386 | 75.70 | 87.24 | $29,354 | 14.80% |

  74. Nonqualified Deferred Compensation

    | (1) The CEO for each year reported was Craig W. Best. The other named executive officers, or NEOs, for each year reported were: Thomas P. Tulaney, Neal D. Koplin, Timothy H. Kirtley and John R. Anderson III. | | (2) SEC rules require certain adjustments be made to the “Summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus performance table” above. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the CEO): |

  75. Nonqualified Deferred Compensation

    | Year | Executive(s) | “Summary compensation table” total | Deduct change in pension value | Add pension services costs | Deduct stock awards | Add year- end value of unvested equity awards granted in year | Change in value of unvested equity awards granted in prior years | Change in value of equity awards granted in prior years which vested in year | Deduct value of equity awards granted in prior years that failed to vest | Add dividends | | 2024 | CEO | $924,318 | – | – | $(49,609) | $63,003 | $72,280 | $(5,273) | $(299,408) | $4,776 | | | Other NEOs | $443,009 | $(26,637) | $(38,302) | $(21,843) | $27,740 | $31,760 | $(2,226) | $(24,788) | $2,086 | | 2023 | CEO | $927,073 | $(6,996) | – | $(223,175) | $248,711 | $(14,394) | $(15,868) | $(24,883) | $3,553 | | | Other NEOs | $517,313 | $(66,964) | $50,329 | $(96,684) | $107,737 | $(6,206) | $(6,569) | $(10,290) | $1,518 | | 2022 | CEO | $992,140 | – | – | $(217,333) | $235,405 | $(4,312) | $(6,823) | – | $3,347 | | | Other NEOs | $537,708 | $(60,394) | $47,076 | $(94,081) | $101,904 | $(1,778) | $(2,734) | – | $1,393 | | 2021 | CEO | $1,009,089 | – | – | $(217,311) | $269,351 | $73,039 | $63,721 | – | $3,187 | | | Other NEOs | $587,389 | $(111,305) | $70,743 | $(89,845) | $111,360 | $29,005 | $24,260 | – | $1,258 | | 2020 | CEO | $979,298 | $(20,310) | – | $(207,701) | $237,686 | $(62,229) | $48,255 | $(36,604) | $2,802 | | | Other NEOs | $511,529 | $(55,588) | $70,743 | $(82,707) | $94,647 | $(23,185) | $10,956 | $(10,007) | $998 |

  76. Nonqualified Deferred Compensation

    | (3) TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the S&P U.S. BMI Banks Index. | | (4) Return on average tangible common equity (ROATCE), a non-GAAP measure, is equal to net income divided by the difference of average stockholders’ equity minus average intangible assets. |

  77. Nonqualified Deferred Compensation

    The charts below describe the relationships between “compensation actually paid” to our named executive officers (NEOs), our total shareholder return (TSR), our net income and our return on average tangible common equity (ROATCE) for the last five completed fiscal years. Company’s Most Important Financial Performance Measures The following were the most important financial performance measures, as determined by the Company, that link compensation actually paid to our CEO and other NEOs to the Company’s performance for the most recently completed fiscal year.

  78. Nonqualified Deferred Compensation

    | Earnings per share (EPS) growth | Asset growth | | Revenue growth | Ratio of non-performing assets to average | | Expense to asset ratio | loans plus other real estate owned | | Loan growth | Ratio of net charge-offs to average loans | | Deposit growth | |

  79. Nonqualified Deferred Compensation

    Each of these financial performance measures has been used in our incentive programs to determine the level of payout. Due to the pendency of the FNCB merger during the first half of 2024, however, the committee did not set specific performance goals for 2024, but relied on the provisions of the Cash Incentive Plan which allow the committee to award cash bonuses at such times and in such amounts as determined by the committee in its discretion from time to time. 2024 Director Compensation The following table sets forth information concerning the compensation received by individuals who served as directors of the Company during the year ended December 31, 2024.

  80. Nonqualified Deferred Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | William E. Aubrey II | 77,508 | 14,412 | 152 | 92,072 | | Sandra L. Bodnyk | 63,012 | 14,412 | 409 | 77,833 | | William G. Bracey | 26,502 | 7,206 | – | 33,708 | | Joseph Coccia | 23,002 | 7,206 | – | 30,208 | | William P. Conaboy, Esq. | 26,502 | 7,206 | – | 33,708 | | Joseph L. DeNaples, Esq. | 28,502 | 7,206 | – | 35,708 | | Louis A. DeNaples, Sr. | 25,502 | 7,206 | – | 32,708 | | Keith W. Eckel | 29,502 | 7,206 | – | 36,708 | | Ronald G. Kukuchka | 57,012 | 14,412 | 407 | 71,831 | | Kathleen McCarthy Lambert, CPA | 29,002 | 7,206 | – | 36,208 | | Richard S. Lochen, Jr., CPA | 69,014 | 14,412 | 138 | 83,564 | | Thomas J. Melone, CPA | 33,004 | 7,206 | – | 40,210 | | James B. Nicholas | 58,512 | 14,412 | – | 72,924 | | Elisa Zúñiga Ramirez | 51,012 | 14,412 | – | 65,424 | | Joseph T. Wright, Jr. | 65,508 | 14,412 | 360 | 80,280 |

  81. Nonqualified Deferred Compensation

    | (1) The entries in the stock awards column reflect the aggregate grant date fair value of awards of restricted stock and time-vested restricted stock, computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. See Notes 1 and 17 of the Notes to Consolidated Financial Statements for the fiscal year ended December 31, 2024 for a discussion of the relevant assumptions used to determine the valuation of our stock awards for accounting purposes. Each non-employee legacy Peoples Financial Services Corp. director serving as of December 31, 2024 received an award of 280 shares of restricted stock on January 31, 2025, which was fully vested upon grant. Each non-employee legacy FNCB Bancorp. director serving as of December 31, 2024 received an award of 140 shares of restricted stock on January 31, 2025, which was fully vested upon grant. Grant date values based on the closing price of $50.79 per share of our common stock on the grant date of January 31, 2025. | | (2) All other amounts reflect 2024 imputed income on supplemental life insurance split-dollar arrangements. |

  82. Nonqualified Deferred Compensation

    Mssrs. Bracey, Coccia, Conaboy, Louis A. DeNaples, Sr., Joseph L. DeNaples, Eckel and Melone, and Mrs. Lambert were appointed to the Company’s board of directors upon closing of the FNCB merger on July 1, 2024. Each non-employee director receives $2,000 for attendance at each meeting of the board of the Company or the Bank, $500 for each committee meeting, and $300 each for certain advisory meetings. All non-employee directors receive a cash retainer of $20,000 per year. In addition, all non-employee directors receive an annual stock award having a target value of $15,000, based on the average closing price of our common stock during the month of December. The Chairman of the Board receives a retainer of $40,000 per year, and the Audit Committee Chairman receives an additional $417 per month; the Compensation Committee Chairman receives an additional $292 per month; the Nominating and Corporate Governance Committee Chairman receives an additional $250 per month; the Chair of the Bank’s Trust Committee receives an additional $209 per month; the Chair of the Bank’s Asset Liability Management Committee receives an additional $209 per month; the Chair of the Bank’s Asset Quality/Credit Committee receives an additional $209 per month; the Chair of the Information Technology Committee receives an additional $209 per month and the Chair of the ESG Committee receives an additional $209 per month. We maintain a director supplemental life insurance plan. All directors are eligible for the life insurance benefit, subject to medical underwriting acceptance. The plan currently insures five directors. The director life insurance benefit of up to $100,000 per participating director is provided through a single premium bank-owned life insurance, or “BOLI,” program, among other reasons, because BOLI is a cost-effective way of providing the benefits. The eligible participating directors are not required to pay any premiums on the life insurance policy, but have the imputed value of the insurance coverage included in their taxable income.

  83. Personal Liability of Directors and Officers

    Personal Liability of Directors and Officers Section 25.1 To the fullest extent the laws of the Commonwealth of Pennsylvania permit the elimination or limitation of the liability of directors and officers of the Corporation, no director or officer of the Corporation shall be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, as a director or officer, respectively. Section 25.2 This Article 25 shall apply to any action or failure to act on the part of a director or officer of the Corporation occurring after the adoption of this Article 25 by the shareholders of the Corporation. From and after its adoption by the shareholders of the Corporation, the provisions of this Article 25 shall be deemed to be a contract with each director and officer of the Corporation who serves as such at any time while this Article 25 is in effect, and each such director or officer shall be deemed to be so serving in reliance on the provisions of this Article 25. Any amendment or repeal of this Article 25 or adoption of any other bylaw or provision of the Articles of Incorporation which has the effect of increasing director or officer liability shall operate prospectively only and shall not have any effect with respect to any action taken, or any failure to act, by a director or officer prior to such amendment, repeal or adoption.

  84. Personal Liability of Directors and Officers

    | | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V69871-P26384 1a. William E. Aubrey II 1b. William G. Bracey 1c. Louis A. DeNaples, Sr. 1d. Keith W. Eckel 1e. Joseph T. Wright, Jr., Esquire For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! Note: Please sign exactly as your name or names appear(s) on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. PEOPLES FINANCIAL SERVICES CORP. Nominees: 1. Election of five directors to our Board of Directors, each to serve until the 2028 Annual Meeting of Shareholders and until his successor has been elected and qualified. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES, AND VOTES FOR THE OTHER PROPOSALS. The proxies, in their discretion, are further authorized to vote on any matter which the board of directors did not know would be presented at the 2025 Annual Meeting of Shareholders by a reasonable time before the proxy solicitation was made, and on other matters which may properly come before the 2025 Annual Meeting of Shareholders and any adjournments or postponements thereof. This proxy may be revoked at any time before it is voted by delivering (by Internet, telephone or mail) to the secretary of Peoples Financial Services Corp. on or before the taking of the vote at the annual meeting, a written notice of revocation bearing a later date than the proxy or a later dated proxy relating to the same shares of Peoples Financial Services Corp. common stock. In addition, a shareholder may revoke this proxy by voting his or her shares at the virtual annual meeting. Attendance at the virtual annual meeting will not in itself constitute the revocation of a proxy. Should a director nominee be unable to serve as a director, an event that Peoples Financial Services Corp. does not currently anticipate, the persons named in this proxy reserve the right, in their discretion to vote for a substitute nominee designated by the board of directors. 3. Proposal to approve, on an advisory basis, the compensation of our named executive officers. 4. Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent accounting firm for the fiscal year ending December 31, 2025. 2. A proposal to amend the Company's bylaws by adding a new Article 25, to limit the personal liability of directors and officers for monetary damages to the extent permitted by Pennsylvania law. ! ! ! ! ! ! ! ! ! ! ! ! SCAN TO VIEW MATERIALS & VOTEw PEOPLES FINANCIAL SERVICES CORP. 102 EAST DRINKER STREET DUNMORE, PA 18512 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/PFIS2025 You may attend the meeting via the Internet and vote during the meeting. Have the control number that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |

  85. Personal Liability of Directors and Officers

    | | V69872-P26384 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ANNUAL MEETING OF SHAREHOLDERS OF PEOPLES FINANCIAL SERVICES CORP. May 9, 2025 PEOPLES FINANCIAL SERVICES CORP. 102 East Drinker Street Dunmore, PA 18512 PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 2025 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoint(s) Timothy H. Kirtley and Mary Griffin Cummings, Esquire or either of them acting in the absence of the other, each with full power of substitution, as proxies, for and in the name of the undersigned, to represent and vote as designated on the reverse side, all the shares of Common Stock of Peoples Financial Services Corp. held of record by the undersigned at the close of business day on March 3, 2025, the record date for the meeting, at the Annual Meeting of Shareholders to be held at www.virtualshareholdermeeting.com/PFIS2025 on May 9, 2025, at 9:00 A.M., Eastern Time, and any adjournments or postponements thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED, AND FOR THE OTHER PROPOSALS. The undersigned hereby acknowledges receipt of the Proxy Statement dated on or about April 1, 2025 and Annual Report, and hereby revokes any proxy or proxies heretofore given to vote shares at the Meeting and any adjournments or postponements thereof. Please sign, date and mail your proxy card in the envelope provided as soon as possible. (Continued and to be signed on the reverse side) |