DEF 14A of Peoples Financial Services Corp.
Filed Apr 10, 2026 · FY20250001104659-26-041794
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N/A _______________________________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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| To Our Shareholders: | | | You are cordially invited to participate in the 2026 Annual Meeting of Shareholders of Peoples Financial Services Corp. to be held on Friday, May 22, 2026 at 9:00 a.m. Eastern Time. As we have done in recent years, we will be holding a virtual meeting where you will be able to listen to the meeting live, vote on the matters submitted to shareholders and pose questions and make comments. The virtual meeting can be accessed by visiting www.virtualshareholdermeeting.com/PFIS2026. At the annual meeting, shareholders will be asked to consider and vote upon: the election of four directors to the Company’s board of directors, each to serve until the 2029 annual meeting of shareholders and until his or her successor has been elected and qualified; a proposal to approve, on an advisory basis, the compensation of our named executive officers; a proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; a proposal to amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 shares; the ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and any other business as may properly be brought before the meeting. On behalf of the board of directors, we urge you to submit your proxy by mail, telephone or internet as soon as possible, even if you currently plan to attend the virtual meeting. This will not prevent you from voting at the annual meeting, but will assure that your vote is counted if you do not attend. Your cooperation is appreciated, as shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast must be represented at the annual meeting, either by proxy or by participation in the virtual meeting, to constitute a quorum for the conduct of business. Very truly yours, William E. Aubrey II Chairman of the Board Gerard A. Champi Chief Executive Officer & President | | | | William E. Aubrey II Chairman of the Board Gerard A. Champi Chief Executive Officer & President |
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Notice of Annual Meeting of Shareholders to be held May 22, 2026 Notice is hereby given that the 2026 Annual Meeting of Shareholders of Peoples Financial Services Corp., referred to as “we” or the “Company,” will be held via live audio webcast at www.virtualshareholdermeeting.com/PFIS2026, on Friday, May 22, 2026, at 9:00 a.m. Eastern Time, for the purpose of considering and voting upon the following matters and such other business as may properly come before the meeting.
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| Proposal | Description | Board Recommendation | | Proposal 1 | Election of four directors to our board of directors, each to serve until the 2029 annual meeting of shareholders and until his or her successor has been elected and qualified | FOR | | Proposal 2 | A proposal to approve, on an advisory basis, the compensation of our named executive officers | FOR | | Proposal 3 | A proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers | 1 YEAR | | Proposal 4 | A proposal to amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 shares | FOR | | Proposal 5 | Ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 | FOR |
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Shareholders of record at the close of business on March 2, 2026, are entitled to notice of and to vote at the annual meeting. Whether or not you contemplate participating in the virtual annual meeting, the board of directors of the Company recommends that you execute and return the enclosed proxy by mail or submit your proxy by telephone or the internet. You may revoke your proxy at any time prior to the exercise of the proxy by delivering to the Company a later dated proxy, by delivering a later dated written notice of revocation to the Company, or by voting your shares at the virtual annual meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 22, 2026: Our proxy statement, annual report to shareholders and form of proxy card are available at www.proxyvote.com. BY ORDER OF THE BOARD OF DIRECTORS TIMOTHY H. KIRTLEY Corporate Secretary April 10, 2026 Proxy Statement for Annual Meeting of Shareholders to be held on May 22, 2026 This proxy statement is being furnished to shareholders of Peoples Financial Services Corp., referred to as “we,” or “Peoples,” or the “Company,” in connection with the solicitation by the board of directors of the Company of proxies to be voted at the annual meeting of shareholders to be held via live audio webcast at www.virtualshareholdermeeting.com/PFIS2026 at 9:00 a.m. Eastern Time on Friday, May 22, 2026, or such later date to which the annual meeting may be adjourned or postponed. At the annual meeting, you will be asked to consider and vote upon the following matters:
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| • | Election of four directors to the Company’s board of directors, each to serve until the 2029 annual meeting of shareholders and until his or her successor has been elected and qualified; |
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| • | A proposal to approve, on an advisory basis, the compensation of our named executive officers; |
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| • | A proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; |
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| • | A proposal to amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 shares; |
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| • | Ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
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| • | Such other business as may properly come before the meeting. |
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Information regarding the election of directors and the other proposals is included in this proxy statement. Shareholders should carefully read this proxy statement. The date on which this proxy statement and the enclosed form of proxy are first being sent to the shareholders of the Company is on or about April 10, 2026.
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| s | | | | | Forward-Looking Statements | 2 | | | Information About Voting | 4 | | | Proposal 1 – Election of Directors | 9 | | | Proposal 2 – To Approve, on an Advisory Basis, the Compensation of our Named Executive Officers | 24 | | | Proposal 3 – To Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers | 25 | | | Proposal 4 – To Amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 shares | 26 | | | Proposal 5 – Ratification of the Appointment of Baker Tilly US, LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | 34 | | | Board of Directors and Committees | 36 | | | Security Ownership of Certain Beneficial Owners and Management | 47 | | | Executive Officers and Compensation | 49 | | | Certain Relationships and Related Transactions | 81 | | | Code of Ethics | 82 | | | Delinquent Section 16(a) Reports | 82 | | g | | | | | Shareholder Proposals | 83 | | | Reports and Other Documents | 84 | | | Appendix A – Peoples Financial Services Corp. 2023 Equity Incentive Plan | A-1 |
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| Peoples Financial Services Corp. | 1 | 2026 Proxy Statement |
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Forward-Looking Statements This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. These statements are based on assumptions and may describe future plans, strategies and expectations of Peoples Financial Services Corp. and its subsidiaries that are subject to significant risks and uncertainties, and are subject to change based on various factors (some of which are beyond our control). These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. All statements in this document, other than statements of historical facts, are forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to:
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| • | changes in interest rates, including their effect on our investment values; |
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| • | impairment charges relating to our investment portfolio; |
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| • | credit risks in connection with our lending activities; |
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| • | our exposure to commercial and industrial, construction, commercial real estate, and equipment finance loans; |
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| • | our ability to maintain an adequate allowance for credit losses; |
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| • | access to liquidity; |
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| • | the strength of our customer deposit levels; |
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| • | unrealized losses; |
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| • | reliance on our subsidiaries; |
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| • | accounting procedures, policies and requirements; |
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| • | changes in the value of goodwill; |
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| • | our ability to attract and retain key personnel; |
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| • | the strength of our disclosure controls and procedures and internal controls over financial reporting; |
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| • | potential for errors, omissions or fraud; |
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| • | environmental liabilities; |
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| • | reliance on third-party vendors and service providers; |
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| • | our ability to compete effectively in our industry and within our market area, including with respect to competition from financial technology companies and non-bank entities; |
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| • | the development and use of artificial intelligence in business processes, services, and products; our ability to prevent, detect and respond to cybersecurity threats and incidents; |
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| • | a failure of information technology, whether due to a breach, cybersecurity incident, or ability to keep pace with growth and developments; |
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| • | our ability to comply with privacy and data protection requirements; |
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| • | changes in U.S. or regional economic conditions; |
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| Peoples Financial Services Corp. | 2 | 2026 Proxy Statement |
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| • | the soundness of other financial institutions; |
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| • | changes in laws and regulations; |
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| • | fiscal and monetary policies of the federal government and its agencies; |
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| • | a failure to meet minimum capital requirements; |
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| • | our ability to realize the anticipated benefits of future acquisitions or a change in control; |
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| • | our ability to pay dividends; and |
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| • | additional factors that may be described in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission from time to time. |
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These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, we do not undertake, and specifically disclaim any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.
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| Peoples Financial Services Corp. | 3 | 2026 Proxy Statement |
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Information About Voting How are proxies being solicited? This proxy solicitation is being made by and at the direction of the board of directors of the Company, and we will pay all expenses relating to the solicitation. Proxies may be solicited by mail, personally, by telephone or by other electronic means by officers, directors and employees of the Company and its subsidiary, Peoples Security Bank and Trust Company, or the “Bank,” who will not be compensated for such solicitation activities. Arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding solicitation materials to the beneficial owners of shares held of record by such persons, and we will reimburse those persons for their reasonable expenses. What is on the agenda for the annual meeting? The agenda for the annual meeting includes: the election of four directors to the Company’s board of directors, each to serve until the 2029 annual meeting of shareholders and until his or her successor has been elected and qualified; a proposal to approve, on an advisory basis, the compensation of our named executive officers; a proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; a proposal to amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 shares; the ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and such other business as may properly come before the annual meeting. We are not aware of any oother business that may properly come before the annual meeting at the present time. How do I participate in the annual meeting? As we have done in recent years, we will be holding a virtual meeting where you will be able to listen to the meeting live, vote on the matters submitted to shareholders and pose questions and make comments. The virtual meeting will be accessed by visiting: www.virtualshareholdermeeting.com/PFIS2026 You are entitled to participate in the annual meeting if you were a registered shareholder of the Company as of the close of business on March 2, 2026, the record date for the annual meeting, or if you hold a valid proxy for the meeting. To be admitted to the virtual annual meeting at www.virtualshareholdermeeting.com/PFIS2026, you must enter the control number found on your proxy card. We encourage you to access the annual meeting before it begins. Online check-in will start shortly before the meeting on May 22, 2026. If you have difficulty accessing the meeting, please call 800-586-1548 (US) or 303-562-9288 (International). Who can vote? You can vote at the annual meeting if you were a holder of our common stock at the close of business on the record date. The record date for the annual meeting is March 2, 2026. Each share of common stock you own as of the record date entitles you to one vote for each director to be elected in the election of directors and one vote on any other business as may properly come before the annual meeting. As of the record date, there were 10,005,688 shares of common stock outstanding and entitled to vote.
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| Peoples Financial Services Corp. | 4 | 2026 Proxy Statement |
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How do I vote if shares are held directly in my name? If you hold your shares in certificate or direct registration system form, and not through a bank, brokerage firm or other nominee, you may vote your shares in one of the following ways:
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| Voting Methods | Description | | VOTE BY INTERNET | Before the Meeting – Go to www.proxyvote.com. 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/PFIS2026. You may attend the virtual annual meeting and vote your shares during the meeting. To attend the annual meeting, you will need the control number included on your proxy card. | | 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. |
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How do I vote if shares are held in street name or through a bank, brokerage firm or other nominee? If you hold your shares of the Company’s common stock in “street name” that is through a bank, brokerage firm or other nominee, you will need to vote your shares by providing voting instructions to your bank, brokerage firm or other nominee, in accordance with the voting instruction form provided to you by your bank, brokerage firm or other nominee, or by obtaining a legal proxy from your bank, brokerage firm or other nominee authorizing you to vote those shares at the annual meeting. You can only cast your vote at the annual meeting with a legal proxy from your bank, brokerage firm or other nominee. How will my proxy be voted? If you hold your shares directly in your name, unless you indicate differently on your proxy, we plan to vote signed and returned proxies FOR the election of the board’s director nominees named in this proxy statement; FOR the proposal to approve, on an advisory basis, the compensation of our named executive officers; for 1 YEAR on the proposal to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers; FOR the proposal to amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 shares; and FOR the ratification of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. If you hold your shares of the Company’s common stock in “street name” that is, through a bank, broker or other nominee, under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters. Rules applicable to brokers consider uncontested elections of directors, matters related to executive compensation, and matters related to corporate governance to be non-routine. If you hold your shares in street name, but do not give your bank, broker or other nominee instructions on how to vote your shares, votes may not be cast on your behalf. If your bank, broker or other nominee submits a proxy but does not vote your shares on a particular proposal
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| Peoples Financial Services Corp. | 5 | 2026 Proxy Statement |
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because it has not received voting instructions from you, your shares will be considered to be “broker non-votes” with regard to that matter. At or after the annual meeting, a judge of elections will tabulate ballots cast by shareholders present and voting at the virtual annual meeting and votes cast by proxy. What is a broker non-vote? A broker non-vote occurs when a bank, brokerage firm or other nominee holding shares on behalf of a shareholder does not receive voting instructions from the shareholder by a specified date before the annual meeting and the bank, brokerage firm or other nominee is not permitted to vote, or otherwise does not vote, those undirected shares on specified matters. Thus, if you do not give your broker specific instructions, your shares may not be voted on those matters (so-called “broker non-votes”) and will not be counted in determining the number of shares necessary for approval. Broker non-votes are not considered to be votes cast and, therefore, generally have no effect on the outcome of elections of directors or other business which are determined based on votes cast. Shares represented by “broker non-votes” will be counted, however, in determining the number of shares of common stock represented by participation in the virtual annual meeting or by proxy and entitled to vote. Can I revoke my proxy or change my vote after submitting my proxy? Yes. Any shareholder giving a proxy has the right to virtually attend the annual meeting and vote during the annual meeting. A proxy may be revoked prior to the annual meeting if a later-dated proxy or a written revocation is sent to the Company at Peoples Financial Services Corp., 30 E D Preate Drive, Moosic, Pennsylvania 18507 Attn.: Corporate Secretary, and received prior to the annual meeting. In addition, a shareholder may revoke a proxy by timely executing and delivering, by Internet, telephone, or mail, another proxy dated as of a later date. What constitutes a quorum at the annual meeting and how are votes counted? We need a quorum of shareholders to hold a valid annual meeting. A quorum will be present if shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast are represented by proxy or by participation in the virtual annual meeting. Abstentions and broker non-votes are counted as present for the purpose of establishing a quorum. How many votes are required for the election of directors? Our articles of incorporation provide for majority voting in uncontested elections of directors. Under our majority voting standard, each vote cast will be counted either “for” or “against” the nominee’s election as a director. To be elected in an uncontested election, a quorum must be present at the meeting and the number of votes cast by shareholders “for” a nominee’s election must exceed the number of votes cast “against” the nominee’s election. In a contested election, defined as one in which the number of director nominees exceeds the number of directors to be elected, the directors elected at such meeting will be elected by a plurality of the votes cast in such election of directors, provided that a quorum is present. A “plurality” means that the candidates for election as directors receiving the highest number of votes, up to the number of directors to be elected, will be elected. Because the election of directors is based on votes cast, abstentions and broker non-votes have no effect on the outcome of the vote. Shareholders are not entitled to cumulative voting in the election of directors. What happens if a director nominee fails to receive a majority of the votes cast for his or her election? Pursuant to our corporate governance policy, any incumbent director who is nominated for re-election but does not receive a majority of the votes cast for his or her re-election, is required to tender his or her resignation to the nominating and corporate governance committee and the board for their consideration. The nominating and corporate governance committee will consider such tendered resignation and, within thirty days after
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certification of the election results of the shareholders’ meeting at which a director failed to receive the required votes for re-election, will make a recommendation to the board as to the appropriate action, primarily whether to accept or reject such resignation. In determining its recommendation to the board, the nominating and corporate governance committee will consider all factors deemed relevant by the members of the committee including, without limitation, any reason or reasons known to the committee why shareholders voted against the director’s re-election, the qualifications of the director, whether acceptance of the resignation would adversely affect the Company’s ability to comply with applicable stock exchange listing standards, and whether the director’s resignation from the board of directors would generally be in the best interests of the Company and its shareholders. The board will act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision and the rationale behind such decision within ninety days after certification of the results of the election in which the director failed to receive the number of votes required. While all the director nominees for election at the 2026 annual meeting are incumbent directors, if any future director nominee is not an incumbent director and fails to receive a majority of the votes cast for his or her election, he or she will not be elected. How many votes are required to approve, on an advisory basis, the compensation of our named executive officers? As long as a quorum is present, the affirmative vote of the holders, present by participation in the virtual meeting or by proxy, of shares entitled to cast at least a majority of the votes which all shareholders are entitled to cast, is required to approve, on an advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will have the same effect as votes against this proposal. Because this proposal is advisory in nature only, a vote for or against approval will not be binding on Peoples. How many votes are required to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers? As long as a quorum is present, the affirmative vote of the holders, present by participation in the virtual meeting or by proxy, of shares entitled to cast at least a majority of the votes which all shareholders are entitled to cast, is required to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. Abstentions and broker non-votes will have the same effect as votes against any frequency. Because this proposal is advisory in nature only, a vote for any frequency will not be binding on Peoples. How many votes are required to amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 Shares? As long as a quorum is present, the affirmative vote of the holders, present by participation in the virtual meeting or by proxy, of shares entitled to cast at least a majority of the votes which all shareholders are entitled to cast, is required to amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 shares. Abstentions and broker non-votes will have the same effect as votes against the proposal. How many votes are required for the ratification of the appointment of Baker Tilly US, LLP? As long as a quorum is present, the affirmative vote of the holders, present by participation in the virtual meeting or by proxy, of shares entitled to cast at least a majority of the votes which all shareholders are entitled to cast, is required to ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions and broker non-votes will have the same effect as votes against this proposal.
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How many votes are required for any other proposals that may properly come before the annual meeting? Any other proposals that may properly come before the annual meeting will be approved if the holders, present by proxy or by participation in the virtual meeting, of shares entitled to cast at least a majority of the votes which all shareholders are entitled to cast are voted in favor of the action, unless the question is one upon which a different vote is required by express provision of law or by our articles of incorporation or our bylaws. Abstentions and broker non-votes will have the same effect as votes against any proposal that requires approval by a majority of the votes which all shareholders are entitled to cast. Abstentions and broker non-votes are not considered votes cast, however, and, as such, have no effect on the outcome of any proposals which would be approved based on votes cast. We are not aware of any such other proposals that may properly come before the annual meeting at the present time.
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| Peoples Financial Services Corp. | 8 | 2026 Proxy Statement |
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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 2026 annual meeting, the number of directors constituting the entire board will be decreased from fifteen to fourteen. Our bylaws also provide that our board of directors is 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. Four nominees will be elected to the 2029 class of directors. It is intended that the proxies solicited by the board of directors will be voted FOR the four 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.
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Nominees for Director - Term Expiring In 2029 The board has nominated incumbent directors Sandra L. Bodnyk, Joseph Coccia, Joseph L. DeNaples, Esquire, and Ronald G. Kukuchka for election to the board of directors at the 2026 annual meeting of shareholders, each to serve until the 2029 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:
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Ms. Bodnyk has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2020. Branch Banking and Trust Company (BB&T) • Executive Vice President, Senior Loan Administration Manager, Senior approver and credit manager for PA Mid-Atlantic region as well as West Virginia and Kentucky, from April 2016 through December 2018. Keystone Nazareth Bank and Trust Company and National Penn Bank • Senior Executive Vice President, Chief Risk Officer and Chief Credit 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. Merchants Bank/Fidelity Bank/First Fidelity Bank/First Union National Bank/Wachovia Bank • Senior Vice President, Risk Management Division, various credit roles, five state oversight for more than 20 years. CURRENT OR FORMER BOARD DIRECTORSHIPS: • Ms. Bodnyk serves as Vice Chair of the Board of Trustees of Muhlenberg College. • Ms. Bodnyk serves as a Director of Lehigh Valley Industrial Park. • Ms. Bodnyk has served as Chair the Lehigh Valley Community Foundation, Vice Chair of Good Shepherd Rehabilitation Network, Board member and Treasurer of United Way of the Lehigh Valley, Treasurer of Northeastern Pa Synod of the Evangelical Lutheran Church and has served as board member for various regional nonprofit institutions. QUALIFICATIONS: • The board of directors determined that Ms. Bodnyk is qualified to serve as a director of the Company and the Bank 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. | | Sandra L. Bodnyk Age: 74 Director Since: 2020 Committee Assignments: • Audit • Compensation • Enterprise Risk Management | |
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Coccia 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. FNCB Bancorp, Inc. and FNCB Bank • Prior to the FNCB merger, Mr. Coccia served on the boards of directors of FNCB Bancorp, Inc. and FNCB Bank since 1998. Coccia Ford, Inc. • President of Coccia Ford, Inc (doing business as Coccia Ford Lincoln), a car dealership in Wilkes-Barre, Pennsylvania. CURRENT OR FORMER BOARD DIRECTORSHIPS: • Member of the Board of Directors of AllOne Charities and NEPA Highmark’s Advisory Board • Served on the Lincoln Mercury Dealer Association Board QUALIFICATIONS: • 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 Bancorp, Inc. and FNCB Bank since 1998 qualify him to serve as a director of the Company and the Bank. | | JOSEPH COCCIA Age: 72 Director Since: 2024 Committee Assignments: • Enterprise Risk Management | |
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| Peoples Financial Services Corp. | 11 | 2026 Proxy Statement |
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| | PROFESSIONAL EXPERIENCE: • Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. DeNaples 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. FNCB Bancorp, Inc. and FNCB Bank • Prior to the FNCB merger, Mr. DeNaples served on the boards of directors of FNCB Bancorp, Inc. and FNCB Bank since 2017. CURRENT OR FORMER BOARD DIRECTORSHIPS: • 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. QUALIFICATIONS: • 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. | | JOSEPH L. DENAPLES, ESQUIRE Age: 47 Director Since: 2024 Committee Assignments: • Compensation • Enterprise Risk Management • Nominating and Corporate Governance | |
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Kukuchka has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2007. Ace Robbins, Inc. • Mr. Kukuchka served as the President of Ace Robbins, Inc. from 1982 until June 2025. CURRENT OR FORMER BOARD DIRECTORSHIPS: • Mr. Kukuchka served as a Director for the Pennsylvania Petroleum Association. • Mr. Kukuchka serves as a Director of the Tunkhannock Fireman’s Relief Association. • Mr. Kukuchka serves as a trustee of the Roy Piper Charitable Trust. QUALIFICATIONS: • The board of directors has determined that Mr. Kukuchka is qualified to serve as a director of the Company and the Bank 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. | | RONALD G. KUKUCHKA Age: 72 Director Since: 2007 Committee Assignments: • Audit • Compensation • Nominating and Corporate Governance | |
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| Peoples Financial Services Corp. | 13 | 2026 Proxy Statement |
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Continuing Directors The names of our directors whose current terms will continue after the 2026 annual meeting of shareholders and certain information about them follow. Term Expiring In 2027
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Conaboy 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. FNCB Bancorp, Inc. and FNCB Bank • Prior to the FNCB merger, Mr. Conaboy served on the boards of directors of FNCB Bancorp, Inc. and FNCB Bank since October 2022. Allied Services Integrated Health System • 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. Mr. Conaboy served in various capacities including Senior Vice President and General Counsel, Chief Corporate Compliance Officer and Chief Operations Officer. CURRENT OR FORMER BOARD DIRECTORSHIPS: • 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. QUALIFICATIONS: • 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. | | WILLIAM P. CONABOY, ESQUIRE Age: 68 Director Since: 2024 Committee Assignments: • Audit • Compensation • Enterprise Risk Management | |
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Ms. Lambert 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. FNCB Bancorp, Inc. and FNCB Bank • Ms. Lambert served on the boards of directors of FNCB Bancorp, Inc. and FNCB Bank since 2017. McCarthy Tire Service Company • Ms. Lambert is an owner of McCarthy Tire Service Company and Subsidiaries where she serves as Chief Financial Officer and Corporate Secretary. CURRENT OR FORMER BOARD DIRECTORSHIPS: • Ms. Lambert serves as a Board Member for Tenor Health Foundation and Vice Chairperson of the Board of King’s College, and Board Member of the Beatrice Eck Foundation. • Ms. 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 current member of the Scranton Diocesan Financial Council. • Ms. 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. QUALIFICATIONS: • Ms. 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 Ms. Lambert’s extensive business background and community and charitable involvement qualify her to serve as a director of the Company and the Bank. | | KATHLEEN MCCARTHY LAMBERT, CPA Age: 64 Director Since: 2024 Committee Assignments: • Audit • Nominating and Corporate Governance | |
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Lochen has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2003. Lochen & Chase PC • Mr. Lochen has been a Certified Public Accountant with the firm of Lochen & Chase PC since 2003. • In January 2023, Lochen & Chase PC merged with McGrail Merkel and Quinn PC and into MMQ PC. Peoples Financial Services Corp. and Peoples National Bank • 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. QUALIFICATIONS: • The board of directors has determined that Mr. Lochen is qualified to serve as a director of the Company and the Bank 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. • Mr. Lochen 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. | | RICHARD S. LOCHEN, JR., CPA Age: 62 Director Since: 2003 Committee Assignments: • Audit • Compensation • Enterprise Risk Management • Executive • Nominating and Corporate Governance | |
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Melone 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. FNCB Bancorp, Inc. and FNCB Bank • Prior to the FNCB merger, Mr. Melone served on the boards of directors of FNCB Bancorp, Inc. and FNCB Bank since 2011. Albert B. Melone Company • 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. CURRENT OR FORMER BOARD DIRECTORSHIPS: • Mr. Melone 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. QUALIFICATIONS: • Mr. Melone’s community involvement, extensive business and accounting experience and service as a director of FNCB Bancorp, Inc. and FNCB Bank qualify him to serve as a director of the Company and the Bank. | | THOMAS J. MELONE, CPA Age: 68 Director Since: 2024 Committee Assignments: • Audit • Compensation • Nominating and Corporate Governance | |
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Nicholas has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2013 in connection with the consummation of our merger with Penseco Financial Services Corporation in November 2013. • Prior to that, Mr. Nicholas served as a director of Penseco Financial Services Corporation and Penn Security Bank and Trust Company from 1981 through 2013. D. G. Nicholas Company • 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. QUALIFICATIONS: • The board of directors has concluded that Mr. Nicholas is qualified to serve as a director of the Company and the Bank 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. | | JAMES B. NICHOLAS Age: 74 Director Since: 2013 Committee Assignments: • Audit • Compensation • Nominating and Corporate Governance | |
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Term Expiring In 2028
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Aubrey has been a director and Chairman of the Board of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2006. Gertrude Hawk Chocolates • Mr. Aubrey served as President and Chief Executive Officer of Gertrude Hawk Chocolates based in Dunmore, PA from 2003 to 2019. • Mr. Aubrey served as Chief Executive Officer and President of Alternative Investments at Gertrude Hawk Holdings from 2020 to 2023, and remains an advisor to Gertrude Hawk Holdings. CURRENT OR FORMER BOARD DIRECTORSHIPS: • Mr. Aubrey serves as a Board Member for Schlotterbeck & Foss located in Portland, ME. • Mr. Aubrey serves as a Board Member for Gertude Hawk Chocolates located in Dunmore, PA. • Mr. Aubrey served as a Board Member for United Gilsonite Laboratories located in Scranton, PA. • Mr. Aubrey also served as a Board Member for Rustic Crust located in Pittsfield, NH. • In addition, Mr. Aubrey 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. Mr. Aubrey holds an MBA and CPA. QUALIFICATIONS: • The board of directors has determined that Mr. Aubrey is qualified to serve as director and Chairman of the Board of the Company and the Bank due to his executive management experience gained by serving as a chief executive. | | WILLIAM E. AUBREY Age: 63 Director Since: 2006 Committee Assignments: • Compensation • Executive • Nominating and Corporate Governance | |
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| | • • FNCB merger, Mr. DeNaples served on the boards of directors of FNCB and FNCB Bank since 2017 CIPRIANI & WERNER, PC Mr. DeNaples is a partner at the law firm of Cipriani & Werner, PC.MOUNT AIRY CASINO RESORT • • • Lackawanna County Bar Association • Council Scouting America • Assisi Kitchen • DeNaples’ extensive business and legal background, 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 nephew of director and Vice Chairman of the Directors, Louis A. DeNaples | | | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Bracey 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. FNCB Bancorp, Inc. and FNCB Bank • Prior to the FNCB merger, Mr. Bracey served on the boards of directors of FNCB Bancorp, Inc. and FNCB Bank since 2014. ShopRite Supermarkets 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. CURRENT OR FORMER BOARD DIRECTORSHIPS: • Chairman of the Pennsylvania Food Merchants • Past board member and Chairman of Affiliated Foods • Past board member and Co-Chairman of Associated Wholesale • Past board member of Scranton Preparatory School QUALIFICATIONS: • 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 Mr. Bracey to serve as a director of the Company and the Bank. | | WILLIAM G. BRACEY Age: 71 Director Since: 2024 Committee Assignments: • Audit • Compensation | |
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| | • • FNCB merger, Mr. DeNaples served on the boards of directors of FNCB and FNCB Bank since 2017 CIPRIANI & WERNER, PC Mr. DeNaples is a partner at the law firm of Cipriani & Werner, PC.MOUNT AIRY CASINO RESORT • • • Lackawanna County Bar Association • Council Scouting America • Assisi Kitchen • DeNaples’ extensive business and legal background, 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 nephew of director and Vice Chairman of the Directors, Louis A. DeNaples | | | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. DeNaples was appointed as a director and Vice Chairman of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. FNCB Bancorp, Inc. and FNCB Bank • Prior to the FNCB merger, Mr. DeNaples served on the boards of directors of FNCB Bank since 1972 and served as Chairman of the Board of Directors of FNCB Bancorp, Inc. from 1998 until February 2008. In 2013, Mr. DeNaples returned FNCB Bank’s Board on December 23, 2013. Mr. DeNaples was re-elected to FNCB Bancorp, Inc.’s Board of Directors on May 21, 2014 and was appointed Chairman of the Boards of FNCB Bancorp, Inc. and FNCB Bank on May 15, 2019. DeNaples Auto Parts, Inc. • Mr. DeNaples is the President of DeNaples Auto Parts, Inc., the President of Keystone Landfill Inc., and Vice-President of Rail Realty, Inc., each of which he co-owns with his brother, Dominick L. DeNaples. CURRENT OR FORMER BOARD DIRECTORSHIPS: • Board member of AllOne Charities • Board member of AllOne Health Resources • Board member of Allied Services Foundation • Chairman of the Community Advisory Board for Geisinger Commonwealth School of Medicine • Board member of NEPA Highmark’s Advisory Board • Past Chairman of the University of Scranton Board of Trustees QUALIFICATIONS: • Mr. DeNaples’ extensive business knowledge, community and charitable involvement, and association with FNCB Bancorp, Inc. and FNCB Bank for many years qualify him to serve as a director and Vice-Chairman of the Company and the Bank. Mr. DeNaples is the uncle of director, and director nominee, Joseph L. DeNaples, Esquire. | | LOUIS A.DENAPLES, SR. Age: 85 Director Since: 2024 Committee Assignments: • Executive | |
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Eckel 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. FNCB Bancorp, Inc. and FNCB Bank • Prior to the FNCB merger, Mr. Eckel served on the boards of directors of FNCB Bancorp, Inc. and FNCB Bank since 2014. Fred W. Eckel and Sons and Eckel Farms, Inc. • Mr. Eckel is the sole owner and Chief Executive Officer of Fred W. Eckel and Sons and President of Eckel Farms, Inc CURRENT OR FORMER BOARD DIRECTORSHIPS: • Mr. Eckel is an Emeritus Trustee of The Pennsylvania State University and previously served 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 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 • Mr. Eckel is a former President of the Pennsylvania Farm Bureau, a former Board Member of the American Farm Bureau and its Executive Committee. • Mr. Eckel also served as Chairman of Gartmore Global Asset Management Trust. QUALIFICATIONS: • 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. | | Keith W. Eckel Age: 79 Director Since: 2024 Committee Assignments: • Audit • Executive • Nominating and Corporate Governance | |
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| | PROFESSIONAL EXPERIENCE: Peoples Financial Services Corp. and Peoples Security Bank and Trust Company • Mr. Wright has been a director of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company since 2009. Wright, Reihner & Mulcahey • Mr. Wright has been a partner with the law firm of Wright, Reihner & Mulcahey (formerly Wright & Reihner PC) since 1980. QUALIFICATIONS: • Mr. Wright is qualified to serve as a director of the Company and the Bank 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. | | JOSEPH T. WRIGHT, JR., ESQUIRE Age: 70 Director Since: 2009 Committee Assignments: • Compensation • Enterprise Risk Management • Executive • Nominating and Corporate Governance | |
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| | 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 2029 Annual Meeting of Shareholders and until his or her successor has been elected and qualified. |
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| Peoples Financial Services Corp. | 23 | 2026 Proxy Statement |
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Proposal 2 – To Approve, on an Advisory Basis, the Compensation of our Named Executive Officers As required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our shareholders with the opportunity to vote, on an advisory basis, on the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the compensation of our named executive officers. We are currently soliciting this advisory vote on an annual basis. Even though this say-on-pay vote is advisory and therefore will not be binding on us, the members of our compensation committee and board of directors value the opinions of our shareholders. Accordingly, to the extent there is a significant vote against the compensation of our named executive officers, we will consider our shareholders’ concerns and the compensation committee will evaluate what actions may be appropriate to address those concerns. Our executive compensation program is designed to attract, reward, and retain key employees, including our named executive officers, who are critical to our success. Under this program, our named executive officers are rewarded for the achievement of specific short-term and long-term goals that enhance shareholder value. Shareholders are urged to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement for greater detail about our executive compensation programs, including information about the fiscal year 2025 compensation of our named executive officers. We are asking our shareholders to indicate their support for the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
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| | The Board of Directors unanimously recommends a vote FOR the proposal to approve, on an advisory basis, the compensation of our Named Executive Officers by the adoption of the foregoing resolution. |
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| Peoples Financial Services Corp. | 24 | 2026 Proxy Statement |
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Proposal 3 – To Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers As required pursuant to Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers. In particular, we are asking whether future advisory votes on the compensation of our named executive officers should occur every one year, two years or three years. This proposal gives our shareholders the opportunity to express their views on how often we should seek shareholder input on the compensation of our named executive officers. We currently solicit the advisory vote on the compensation of our named executive officers every one year. After considering this agenda item, our board of directors has determined that an advisory vote on the compensation of our named executive officers every one year is the most appropriate alternative for the Company. The board’s determination was influenced by the fact that the compensation of our named executive officers is evaluated, adjusted and approved on an annual basis. As part of the annual review process, the board believes that shareholder sentiment should be a factor that is taken into consideration by the board and the compensation committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our shareholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year. We have endeavored to structure the executive compensation program to provide a reasonable balance between both long-term and short-term performance goals that is closely aligned with our strategic plan for building a stronger and more customer-focused financial organization over time. We understand that our shareholders may have different views as to what is the best approach for us, and we look forward to hearing from our shareholders on this agenda item every year. Accordingly, our board of directors recommends that future advisory votes on the compensation of our named executive officers be held every one year. If any frequency option – every one year, two years or three years – receives the affirmative vote of the holders of shares entitled to cast at least a majority of the votes which all shareholders are entitled to cast, that frequency will be the one approved by shareholders on an advisory basis. Even though the vote is advisory and therefore will not be binding on us, the board of directors and compensation committee value the opinions of our shareholders and will carefully consider our shareholders’ vote. Nonetheless, the board may decide in the future that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by, or which receives the highest number of votes cast by, our shareholders.
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| | The Board of Directors unanimously recommends a vote that future advisory votes on the compensation of our Named Executive Officers be held every 1 YEAR. |
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| Peoples Financial Services Corp. | 25 | 2026 Proxy Statement |
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Proposal 4 – To Amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to Increase the Number of Shares that may be issued under the Plan to 300,000 Shares At its meeting held on January 30, 2026, the board of directors adopted a resolution approving an amendment to the Peoples Financial Services Corp. 2023 Equity Incentive Plan (the “Plan”) and directing that the amendment (the “Plan Amendment”) be submitted to the shareholders for their approval at the annual meeting of shareholders. The Company previously established the Plan to: (a) enable the Company and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to share in the growth and value of the Company. Our board of directors has determined that it is advisable and in the best interests of the Company to amend the Plan pursuant to Section 11 thereof to increase the total number of shares of the Company’s common stock that may be issued in respect of Awards (as defined in the Plan) under the Plan. Subject to and effective as of the date of approval by the Company’s shareholders at its 2026 annual meeting of shareholders, Section 3(a) of the Plan will be amended by deleting the existing Section 3(a) in its entirety and substituting the following new Section 3(a) in lieu thereof: Shares Subject to the Plan. Subject to adjustment as provided in Section 3(c), the maximum number of Shares that may be issued in respect of Awards under the Plan is 300,000 Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares or treasury shares. Any shares issued by the Company through the assumption or substitution of outstanding grants in connection with the acquisition of another entity shall not reduce the maximum number of shares available for delivery under the Plan. Subject to adjustment as provided in Section 3(c), the maximum aggregate number of Shares that may be issued under the Plan in respect of Incentive Stock Options is 300,000. Except for the amendment to Section 3(a), the Plan shall remain in full force and effect. Summary of Plan Provisions The principal provisions of the Plan are summarized below. This summary is qualified in its entirety by reference to the Plan document, a copy of which is attached as Appendix A and has been filed with the SEC with this proxy statement. To the extent the description below differs from the text of the Plan, the text of the Plan will control. Administration The Plan vests broad powers in a committee to administer and interpret the Plan. Our board has designated the compensation committee to administer the Plan. Except when limited by the terms of the Plan, the compensation committee has the authority to, among other things: select the persons to be granted awards; determine the type, size and term of awards; establish performance objectives and conditions for earning awards; determine whether such performance objectives and conditions have been met; and accelerate the vesting or exercisability of an award. In its discretion, the compensation committee may delegate all or part of its authority and duties
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with respect to granting awards to one or more individuals, subject to certain limitations and provided applicable law so permits. The board of directors may amend, alter or discontinue the Plan and the compensation committee may amend any outstanding award at any time; provided, however, that no such amendment or termination may adversely affect awards then outstanding without the holder’s permission. In addition, any amendments seeking to increase the total number of shares reserved for issuance under the Plan or modifying the classes of participants eligible to receive awards under the Plan will require ratification by our shareholders in accordance with applicable law. Eligibility Any of our employees, directors, consultants, and other service providers, or those of our affiliates, are eligible to participate in the Plan and may be selected by the compensation committee to receive an award. However, in accordance with applicable tax rules, only our employees (and the employees of our parent or subsidiary corporations) are eligible to be granted incentive stock options. As of March 23, 2026, there were approximately 596 employees, directors, consultants and other service providers who are eligible to participate in the Plan. Vesting The compensation committee determines the vesting conditions for awards. A time-based condition requires that the participant be employed or otherwise in the service of the Company or our affiliates for a certain amount of time in order for the award to vest. A performance-based condition requires that certain performance criteria be achieved in order for the award to vest. Awards may also vest in connection with a participant’s termination of employment or in connection with a Change in Control (as described and defined below). Shares of Stock Available for Issuance Subject to certain adjustments, the maximum number of shares of our common stock (referred to in this proposal as “common stock” or “shares”) that may be issued under the Plan is the sum of: (i) 120,000 shares, plus (ii) up to 31,696 additional shares underlying awards outstanding under the Prior Plan that expire, terminate are canceled or forfeited without issuance to the holder thereof of the full number of shares to which the award related. If the Plan Amendment is approved by the Company’s shareholders, the maximum number of shares of common stock authorized for issuance under the Plan will be 300,000 (including shares that have already been issued under the Plan), subject to certain adjustments as permitted by the Plan. If any award granted under the Plan or Prior Plan expires, terminates, is canceled or is forfeited, the shares underlying the award will be available for new grants under the Plan. Any shares that are withheld for the payment of taxes or in satisfaction of the exercise price of an option award, and any shares that are not delivered upon exercise or settlement of a stock appreciation right, will not again become available for grant under the Plan. Any shares issued in respect of awards granted in substitution for equity-based awards of an entity acquired by the Company or a subsidiary, or with which the Company or a subsidiary combine, will not reduce the Share Pool. The maximum aggregate number of shares under the Plan that may be issued in respect of incentive stock options is equal to 151,696. If the Plan Amendment is approved by the Company’s shareholders, the maximum aggregate number of shares under the Plan that may be issued in respect of incentive stock options will be 300,000. In the event of any merger, consolidation, reorganization, recapitalization, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind, or other like change in capital structure (other than ordinary cash dividends) to shareholders of the Company, or other similar corporate
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event or transaction that affects our common stock, the compensation committee shall make appropriate adjustments in the number and kind of shares authorized by the Plan and covered under outstanding awards as it determines appropriate and equitable. Shares of our common stock subject to awards that expire unexercised or are otherwise forfeited shall again be available for awards under the Plan. The market value of a share of our common stock as of March 23, 2026 was $52.76. Types of Awards The 2023 Plan provides for the grant of the following equity-based and cash-based incentive awards to participants: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units (“RSUs”), and (v) other cash or stock-based awards. Stock Options. An option entitles the holder to purchase from us a stated number of shares of common stock. An incentive stock option (“ISO”), may only be granted to an employee of ours or our eligible affiliates. The compensation committee will specify the number of shares of common stock subject to each option and the exercise price for such option, provided that the exercise price may not be less than the fair market value of a share of common stock on the date the option is granted. Notwithstanding the foregoing, if ISOs are granted to any 10% shareholder, the exercise price shall not be less than 110% of the fair market value of common stock on the date the option is granted. Generally, options may be exercised in whole or in part through a cash payment. The compensation committee may, in its sole discretion, permit payment of the exercise price of an option in the form of previously acquired shares based on the fair market value of the shares on the date the option is exercised or through means of “net settlement”, which involves the cancellation of a portion of the option to cover the cost of exercising the balance of the option. All options shall be exercisable in accordance with the terms of the applicable award agreement. The maximum term of an option shall be determined by the compensation committee on the date of grant but shall not exceed 10 years (5 years in the case of ISOs granted to any 10% shareholder). In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000. ISOs granted in excess of this limitation will be treated as non-qualified stock options. Stock Appreciation Rights. A stock appreciation right represents the right to receive, upon exercise, any appreciation in a share of common stock over a particular time period. This award is intended to mirror the benefit the participant would have received if the compensation committee had granted the participant an option. The maximum term of a stock appreciation right shall be determined by the compensation committee on the date of grant but shall not exceed 10 years. Distributions with respect to stock appreciation rights may be made in cash, shares of common stock, or a combination of both, at the compensation committee’s discretion. Unless otherwise provided in an award agreement or determined by the compensation committee, if a participant terminates employment with us (or our affiliates) due to death or disability, the participant’s unexercised options and stock appreciation rights may be exercised, to the extent they were exercisable on the termination date, for a period of twelve months from the termination date or until the expiration of the original award term, whichever period is shorter. If the participant terminates employment with us (or our affiliates) for cause (as defined in the Plan), (i) all unexercised options and stock appreciation rights (whether vested or unvested) shall terminate and be forfeited on the termination date, and (ii) any shares in respect of exercised options or stock appreciation rights for which we have not yet delivered share certificates will be forfeited and we will refund to the participant the option exercise price paid for those shares, if any. If the participant’s employment terminates for any other reason, any vested but unexercised options and stock appreciation rights may be exercised by the participant, to the extent exercisable at the time of termination, for a period of ninety days from the termination date (or such time as specified by the compensation committee at or after grant) or until the expiration of the original option or stock appreciation right term, whichever period is shorter. Unless
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otherwise provided by the compensation committee, any options and stock appreciation rights that are not exercisable at the time of termination of employment shall terminate and be forfeited on the termination date. Restricted Stock. A restricted stock award is a grant of shares of common stock, which may or may not be subject to forfeiture restrictions during a restriction period. The compensation committee will determine the price, if any, to be paid by the participant for each share of common stock subject to a restricted stock award. The compensation committee may condition the expiration of the restriction period, if any, upon: (i) the participant’s continued service over a period of time with us or our affiliates; (ii) the achievement by the participant, us or our affiliates of any other performance goals set by the compensation committee; or (iii) any combination of the above conditions as specified in the award agreement. If the specified conditions are not attained, the participant will forfeit the portion of the restricted stock award with respect to which those conditions are not attained, and the underlying common stock will be forfeited to us. At the end of the restriction period, if the conditions, if any, have been satisfied, the restrictions imposed will lapse with respect to the applicable number of shares. During the restriction period, a participant will have the right to vote the shares underlying the restricted stock. However, unless otherwise provided by the applicable award agreement or the compensation committee, all dividends will remain subject to restriction until the stock with respect to which the dividend was issued lapses. Unless otherwise provided in an award agreement or determined by the compensation committee, upon termination a participant will forfeit all restricted stock that then remains subject to forfeiture restrictions. Restricted Stock Units. RSUs are granted in reference to a specified number of shares of common stock and entitle the holder to receive, on the achievement of specific performance goals established by the compensation committee, after a period of continued service, or any combination of the above as set forth in the applicable award agreement, an amount equal to the fair market value of one share of common stock (at the time of distribution) for each such share of common stock covered by the RSU, which may be settled in shares of common stock, cash, or a combination of both, at the discretion of the compensation committee. Unless otherwise provided in an award agreement or determined by the compensation committee, upon termination a participant will forfeit all RSUs that then remain subject to forfeiture. Cash and Other Stock-Based Awards. Cash and other stock-based awards (including awards to receive unrestricted shares of our common stock) may be granted to participants. The compensation committee will determine the terms and conditions of each such award, including, as applicable, the term, any exercise or purchase price, vesting conditions and other terms and conditions. Change in Control In the event of a change in control (as defined in the Plan), the compensation committee may, on a participant-by-participant basis: (i) cause any or all outstanding awards to become vested and immediately exercisable (as applicable), in whole or in part; (ii) cause any outstanding option or stock appreciation right to become fully vested and immediately exercisable for a reasonable period in advance of the change in control and, to the extent not exercised prior to that change in control, cancel that option or stock appreciation right upon closing of the change in control; (iii) cancel any unvested award or unvested portion thereof, with or without consideration; (iv) cancel any award in exchange for a substitute award; (v) redeem any restricted stock or RSU for cash and/or other substitute consideration with value equal to the fair market value of an unrestricted share on the date of the change in control; (vi) cancel any outstanding option or stock appreciation right with respect to all common stock for which the award remains unexercised in exchange for a cash payment equal to the excess (if any) of the fair market value of the common stock subject to the option or stock appreciation right over the exercise price of the option or stock appreciation right; (vii) take such other action as the compensation committee shall determine to be reasonable under the circumstances; and/or (viii) in the case of any award subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such award shall vest and be distributed only in accordance with the terms of the applicable award agreement and the compensation committee shall only be
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| Peoples Financial Services Corp. | 29 | 2026 Proxy Statement |
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permitted to use discretion to the extent that such discretion would be permitted under Section 409A of the Code. Repricing Neither the board of directors nor the compensation committee may, without obtaining prior approval of our shareholders: (i) implement any cancellation/re-grant program pursuant to which outstanding options or stock appreciation rights under the Plan are cancelled and new options or stock appreciation rights are granted in replacement with a lower exercise per share; (ii) cancel outstanding options or stock appreciation rights under the Plan with an exercise price per share in excess of the then current fair market value per share for consideration payable in our equity securities; or (iii) otherwise directly reduce the exercise price in effect for outstanding options or stock appreciation rights under the Plan. Federal Tax Consequences The federal income tax consequences of the issuance, exercise and/or settlement of awards under the Plan are described below. The following information is only a summary and does not address all aspects of taxation that may be relevant to a particular participant in light of his or her personal circumstances. Participants should consult with their own tax advisors with respect to the tax consequences inherent in the ownership and exercise of the awards and the ownership and disposition of any underlying securities. The summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local or foreign tax laws. Tax laws are subject to change. Generally, all amounts taxable as ordinary income to participants under the Plan in respect of awards are expected to be deductible by the Company as compensation at the same time the participant recognizes the ordinary income, subject to the limitations of Section 162(m) of the Code. Under Section 162(m), the Company cannot deduct compensation paid to certain covered employees in excess of $1 million per year. Nonqualified Stock Options. A participant recognizes no taxable income when a non-qualified stock option is granted. Upon exercise of a non-qualified stock option, a participant will recognize ordinary income equal to the excess of the fair market value of the shares received over the exercise price of the non-qualified stock option. A participant’s tax basis in shares of common stock received upon exercise of a non-qualified stock option will generally be equal to the fair market value of those shares on the exercise date, and the participant’s holding period for such shares will begin at that time. Upon sale of shares of common stock received upon exercise of a non-qualified stock option, the participant will realize short-term or long-term capital gain or loss, depending on the period the shares are held. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the shares and the participant’s tax basis in such shares. Incentive Stock Options. A participant recognizes no taxable income when an incentive stock option is granted or exercised. So long as the participant meets the applicable holding period requirements for shares received upon exercise of an incentive stock option (two years from the date of grant and one year from the date of exercise), gain or loss realized by a participant upon sale of the shares received upon exercise will be long-term capital gain or loss, and the Company will not be entitled to a deduction. If, however, the participant disposes of the shares before meeting the applicable holding period requirements (a “disqualifying disposition”), the participant will then recognize ordinary income. The amount of ordinary income recognized by the participant is limited to the lesser of the gain on such sale and the difference between the fair market value of the shares of common stock on the date of exercise and the option exercise price. Any gain realized in excess of this amount will be treated as short- or long-term capital gain (depending on how long the shares are held). If the option price exceeds the amount realized upon such a disposition, the difference will be short- or long-term capital loss (depending on how long the shares are held). Notwithstanding the above, individuals subject to Alternative Minimum Tax may recognize ordinary income upon exercise of an incentive stock option. Stock Appreciation Rights. A participant recognizes no taxable income when a stock appreciate right is granted or vests as long as the grant price is at least equal to the fair market value of our common stock on the date of
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| Peoples Financial Services Corp. | 30 | 2026 Proxy Statement |
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grant and the stock appreciation right has no additional deferral feature. Upon the exercise of a stock appreciate right, a participant will recognize ordinary income equal to the excess of the fair market value of the shares of common stock underlying the stock appreciate right over the grant price of the stock appreciate right. A participant’s tax basis in shares of common stock received upon exercise of a stock appreciate right will generally be equal to the fair market value of those shares on the exercise date, and the participant’s holding period for such shares will begin at that time. Upon sale of shares of common stock received upon exercise of a stock appreciate right, the participant will realize short-term or long-term capital gain or loss, depending on the period the shares are held. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the shares and the participant’s tax basis in such shares. Restricted Stock. If a participant receives shares of restricted stock under the Plan and does not make the election described in the next paragraph, the participant will recognize no taxable income upon the receipt of the shares. When the forfeiture conditions with respect to the restricted stock lapse, the participant will recognize ordinary income equal to the fair market value of the shares at that time, less any amount paid for the shares. A participant’s tax basis in shares of restricted stock will generally be equal to the income recognized when the forfeiture conditions lapse, and the participant’s holding period for the shares will begin at that time. Upon sale of the shares, the participant will realize short- or long-term gain or loss, depending on how long the shares are held after the forfeiture conditions lapse. Such gain or loss will be equal to the difference between the amount realized upon the sale of the shares and the participant’s tax basis in the shares. Participants receiving shares of restricted stock may make an election under Section 83(b) of the Code. By making a Section 83(b) election, the participant elects to recognize compensation income when the shares are received rather than at the time the forfeiture conditions lapse. The amount of such compensation income will be equal to the fair market value of the shares upon receipt (valued without regard to the forfeiture conditions and transfer restrictions applicable to the shares), less any amount paid for the shares. By making a Section 83(b) election, the participant will recognize no additional compensation income when the forfeiture conditions lapse. The participant’s tax basis in shares with respect to which a Section 83(b) election is made will generally be equal to the income recognized at grant, and the participant’s holding period for such shares will begin at that time. Upon sale of the shares, the participant will realize short- or long-term capital gain or loss, depending on the period the shares were held. However, if the shares are forfeited, the participant will not be entitled to claim a deduction with respect to any income tax paid upon making the Section 83(b) election. To make a Section 83(b) election, a participant must file an appropriate form of election with the Internal Revenue Service and with his or her employer, each within 30 days after the shares of restricted stock are issued. Restricted Stock Units. When shares of common stock or cash with respect to RSU awards are delivered to the participant, the value of the shares or cash is then taxable to the participant as ordinary income. Other Stock-Based Awards. The taxation of other stock-based awards will depend upon the design of such awards. Miscellaneous The compensation committee may impose restrictions on the grant, exercise or payment of an award as it determines appropriate. Generally, awards granted under the Plan shall be nontransferable except by will or by the laws of descent and distribution. No participant shall have any rights as a shareholder with respect to shares covered by options or RSUs, unless and until such awards are settled in shares of common stock. No option shall be exercisable, no shares of common stock shall be issued, no certificates for shares of common stock shall be delivered and no payment shall be made under the Plan except in compliance with all applicable laws. The awards will be subject to our recoupment policy, stock ownership policy, securities trading, anti-hedging and other similar policies, as in effect from time to time. Awards under the Plan will be subject to withholding for applicable taxes, to the extent required by law, and the compensation committee may authorize the withholding of shares subject to an award to satisfy required tax withholding. Awards under the Plan are intended to be exempt from or comply with the requirements of Section 409A of the Code and will be interpreted accordingly.
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However, the Company does not guaranty any particular tax treatment for any award under the Plan. The Plan will expire ten years after it became effective. New Plan Benefits The future awards that participants may receive under the Plan are discretionary, and therefore, not determinable at this time. In 2025, as discussed in more detail in “Compensation Discussion and Analysis,” our compensation committee approved a mix of long-term equity incentives for our named executive officers and certain other officers, which are targeted at an amount equal to 10 to 35 percent of their base salary. Fifty percent of such incentives consisted of performance-vested restricted stock units (PRSUs) and fifty percent consisted of time-vested restricted stock units (RSUs). As of March 23, 2026, there were only12,649 shares available for award under the Plan, which number was insufficient to make 2026 awards consistent with 2025 or prior years. If our shareholders approve the Plan Amendment, we anticipate that our compensation committee would approve 2026 awards consistent with the 2025 awards. Such awards would be sized based on the closing price of our stock, and, therefore, are not determinable at this time. In addition, as discussed in more detail in “Director Compensation,” our non-employee directors received an annual stock award having a target value of $15,000, based on the average closing price of our common stock during the preceding December. If our shareholders approve the Plan Amendment, we anticipate that this element of director compensation will be continued in 2027. Equity Compensation Plan Information The table below sets forth information with respect to compensation plans under which equity securities of the Company were authorized for issuance as of December 31, 2025.
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| | | | Number of Shares | | | | | Remaining Available | | | | | for Future Issuance | | | Number of securities | | Under Equity | | | to be issued upon | Weighted-average | Compensation Plans | | | exercise of | exercise price of | (Excluding | | | outstanding options, | outstanding options, | Securities Reflected | | Plan Category | warrants and rights | warrants and rights | in First Column) | | Equity compensation plans approved by security holders:(1) | 58,024(2) | N/A(3) | 17,104(4) | | Equity compensation plans not approved by security holders: None | — | N/A | — | | Total | 58,024(2) | N/A | 17,104(4) |
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| (1) These plans are the Company’s 2023 Equity Incentive Plan and 2017 Equity Incentive Plan, as well as the FNCB Bancorp, Inc. 2023 Equity Incentive Plan, the outstanding awards under which were assumed by the Company in the FNCB merger. The 2023 Equity Incentive Plan replaced the 2017 Equity Incentive Plan and no further awards will be made under the 2017 Equity Incentive Plan or the FNCB Bancorp, Inc. 2023 Equity Incentive Plan. |
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| (2) Represents shares that may be issued under awards of time-vested and performance-vested restricted stock units if specified vesting criteria are met. Assumes shares issued upon vesting of restricted stock units vest at the maximum number of shares that may be earned. |
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| (3) The weighted average exercise price does not apply to the restricted stock units. |
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| (4) Includes 17,104 shares available for future issuance under the Company’s 2023 Equity Incentive Plan. If and to the extent that an award outstanding under the 2017 Equity Incentive Plan terminates, expires, is canceled or is forfeited for any reason, the shares associated with that award will become available for issuance under the 2023 Equity Incentive Plan. |
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| Peoples Financial Services Corp. | 32 | 2026 Proxy Statement |
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| | The Board of Directors unanimously recommends a vote FOR the proposal to Amend the Peoples Financial Services Corp. 2023 Equity Incentive Plan to increase the number of shares that may be issued under the Plan to 300,000 shares |
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| Peoples Financial Services Corp. | 33 | 2026 Proxy Statement |
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Proposal 5 – Ratification of the Appointment of Baker Tilly US, LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 The Audit Committee of the Board has concluded that the continued retention of Baker Tilly US, LLP or “Baker Tilly,” is in the best interests of the Company and its shareholders. As such, the audit committee of our board of directors has appointed Baker Tilly to serve as our independent registered public accounting firm for the year ending December 31, 2026. The audit committee has determined to afford our shareholders the opportunity to express their opinions on the matter of auditors and, accordingly, is submitting to the shareholders this proposal to ratify the appointment of Baker Tilly. Baker Tilly has served as our independent registered public accounting firm since 2017, including for the fiscal years ended December 31, 2025 and 2024. Representatives of the firm are expected to participate in the virtual annual meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. The following table presents the aggregate fees billed or expected to be billed to us by our principal independent registered public accounting firm for the fiscal years ended December 31, 2025 and 2024.
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| | 2025 | 2024 | | Fee Category | | | | Audit Fees(1) | $895,000 | $1,215,600 | | Audit-Related Fees(2) | 45,000 | 46,800 | | Tax Fees(3) | — | 71,120 | | All Other Fees | — | — | | Total Fees | $940,000 | $1,333,520 |
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| (1) Audit fees were for professional services rendered and related out-of-pocket expenses for the (i) audits of the Company’s consolidated financial statements and its internal controls over financial reporting (ii) quarterly reviews of the interim financial statements included in the Company’s quarterly reports on Form 10-Q, (iii) the services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements and (iv) other services that generally only the principal accountant can provide. These services included fees for the audit of the merger with FNCB Bancorp, Inc. in 2024 and consents in connection with registration statements filed by the Company with the SEC in 2024 and 2025. |
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| (2) Audit-related fees were for professional services rendered and related out-of-pocket expenses for audits of the Company’s employee benefit plans. |
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| (3) Tax Fees consist of fees billed for professional services rendered for tax filings, tax compliance and consultation services and certain tax planning advisory services for FNCB Bancorp, Inc., with which the Company merged in 2024. |
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Our audit committee’s charter includes a formal policy concerning the pre-approval of audit and non-audit services (including the fees and terms thereof) to be provided by our independent registered public accounting firm. The policy requires that all services to be performed by Baker Tilly, including audit services, audit-related services and permitted non-audit services, be performed either pursuant to detailed pre-approval policies and
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procedures established by the committee as to the services to be performed, or upon presentation to and pre-approval by the committee. The audit committee pre-approves all audit and non-audit services provided by the independent registered public accounting firm prior to each specific engagement. The audit committee does not delegate pre-approval authority to any one or more of its members. In no case is pre-approval waived for audit services. In 2025 and 2024, all audit services provided by Baker Tilly US, LLP were pre-approved by the audit committee. The pre-approval of non-audit service is subject to the de minimis exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by the audit committee prior to the completion of the audit. The audit committee pre-approved all non-audit services performed by Baker Tilly during 2025 and 2024. We are asking our shareholders to ratify the appointment of Baker Tilly as our independent registered public accountants. As long as a quorum is present, the affirmative vote of the holders, present by participation in the virtual meeting or by proxy, of shares entitled to cast at least a majority of the votes which all shareholders are entitled to cast, is required to ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. If the Company’s shareholders do not ratify the appointment of Baker Tilly, the audit committee will reconsider the appointment and may affirm the appointment or retain another independent accounting firm. Even if the appointment is ratified, the audit committee may in the future replace Baker Tilly as our independent registered public accounting firm if it is determined that it is in the Company’s best interests to do so.
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| | The Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
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| Peoples Financial Services Corp. | 35 | 2026 Proxy Statement |
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Board of Directors and Committees Director Independence Our common stock is listed on The Nasdaq Stock Market, LLC. Accordingly, our board evaluated the independence of each director and director nominee under Nasdaq listing standards. During this review, the board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The board also considered whether there were any transactions or relationships between any director or any member of his or her immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of our senior management or their affiliates. As a result of this review, the board affirmatively determined that William E. Aubrey II, Sandra L. Bodnyk, William G. Bracey, Joseph Coccia, William P. Conaboy, Esq., Joseph L. DeNaples, Esq., Louis A. DeNaples, Sr., Keith W. Eckel, Ronald G. Kukuchka, Kathleen McCarthy Lambert, CPA, Richard S. Lochen, Jr., CPA, Thomas J. Melone, CPA, James B. Nicholas, Elisa Zúñiga Ramirez and Joseph T. Wright, Jr., Esq. are independent under Nasdaq listing standards. In addition, the board determined that each member of our audit, and compensation committees is independent in accordance with the additional independence criteria applicable to such committee members under Nasdaq listing standards. In determining the independence of our independent directors, we considered loan transactions, as more particularly described in the section, “Certain Relationships and Related Transactions” below, deposits with Peoples Security Bank and Trust Company, certain lease agreements and certain arm’s-length purchases of products from companies at which some of our directors or their immediate family members were officers or employees. The board determined that none of these relationships impaired the independence of the independent directors. Board Meetings During 2025, the board of directors held thirteen meetings. Each of our directors attended at least 75 percent of the aggregate number of meetings held by the board of directors and the committees on which he or she served during the period of his or her service. We have no formal policy with respect to director attendance at our annual meeting of shareholders. All of our then-serving directors attended our 2025 annual meeting of shareholders.
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| Peoples Financial Services Corp. | 36 | 2026 Proxy Statement |
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Board Leadership Structure and Role in Risk Oversight The board of directors of the Company has determined that the separation of the offices of chairman of the board and chief executive officer allows the chairman to lead the board in its fundamental role of providing advice to and independent oversight of management. The chief executive officer oversees the strategic direction of the Company, focusing on continued innovation and financial performance.
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| Chairman of the Board* William E. Aubrey II | Chief Executive Officer and President Gerard A. Champi | | Provides advice to and independent oversight of management | Oversees the strategic direction of the Company, focusing on continued innovation and financial performance |
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* Louis A. DeNaples, Sr. serves as Vice Chairman of the Board Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, cybersecurity risk, strategic risk, legal risk and reputational risk. Management, including our Chief Risk Officer, is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk management oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management to discuss strategy and risks facing the Company. Senior management attends board meetings and is available to address any questions or concerns raised by the board on risk management. The Chairman of the Board and independent members of the board of directors work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors. In January 2026, our board of directors designated a new Enterprise Risk Management Committee to enhance the board’s risk management.
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| Peoples Financial Services Corp. | 37 | 2026 Proxy Statement |
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Primary responsibility for areas of risk oversight is allocated among our standing committees as follows:
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| Committee | Primary Areas of Risk Oversight | | Audit Committee | Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters. | | Compensation Committee | Risks and exposures associated with executive compensation programs and arrangements, including incentive plans. | | Enterprise Risk Management Committee | Ensuring management has established an enterprise-wide risk management program designed to identify and mitigate significant risks, and providing oversight and guidance to management of the Bank on the Company’s risk appetite. | | Executive Committee | Ensuring urgent matters are provided timely action, if necessary, between regular board meetings. | | Nominating and Corporate Governance Committee | Risks and exposures associated with leadership, succession planning and corporate governance. |
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| Peoples Financial Services Corp. | 38 | 2026 Proxy Statement |
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Compensation Risk Management Our compensation committee has reviewed the compensation policies and practices of the Company and has determined that the policies and practices do not motivate imprudent risk taking and are not reasonably likely to have a material adverse effect on the Company. The compensation committee is aware that compensation arrangements, if not properly structured, may encourage inappropriate risk-taking. Further, banking regulators expect us to maintain incentive compensation practices that are consistent with our safety and soundness as a banking organization. Compensation arrangements are expected to provide employees with incentives that appropriately balance risk and reward, are compatible with effective controls and risk-management, and are supported by strong corporate governance, including active and effective oversight by our board of directors. A long-standing example of how our compensation programs protect against imprudent risk taking is the clawback provision included in the Peoples Cash Incentive Plan. In addition, since January 2017, we have maintained a compensation recoupment policy, which applies to all executive officers who receive cash or equity incentive awards, and in 2023, we adopted the Dodd-Frank Clawback Policy (the “Clawback Policy”) to adhere to the listing standards of Nasdaq and the rules of the SEC implementing Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Board Committees As noted above, the board of directors of the Company conducts much of its business through committees of the board. During 2025, the board maintained standing audit, compensation, nominating and corporate governance, and executive committees. A new enterprise risk management committee was designated in January 2026. Audit Committee Directors Bodnyk, Bracey, Conaboy, Eckel, Kukuchka, Lambert, Lochen, Melone, Nicholas and Ramirez currently comprise the audit committee of the board of directors. Each member of the audit committee was independent under the requirements of Rule 10A-3 under the Exchange Act and relevant Nasdaq listing standards relating to audit committee members. The board of directors has determined that Kathleen McCarthy Lambert, CPA, Richard S. Lochen, Jr., CPA, and Thomas J. Melone, CPA each qualifies as an “audit committee financial expert,” as defined under the rules of the U.S. Securities and Exchange Commission, or “SEC.” The audit committee met six times in 2025.
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| Peoples Financial Services Corp. | 39 | 2026 Proxy Statement |
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The audit 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 audit committee include:
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| Audit Committee Members | | Primary Responsibilities | Meetings in 2025 | | Bodnyk Bracey Conaboy Eckel Kukuchka | Lambert Lochen Melone Nicholas Ramirez(1) | oversee our accounting and financial reporting processes, including management’s preparation of financial reports and other financial information; | 6 | | | (2) | oversee our management’s maintenance of internal controls and procedures for financial reporting, accounting and financial reporting processes generally; | | | | (3) | assist our board of directors in its oversight of our compliance with legal and regulatory requirements; | | | | (4) | evaluate the independence and oversee the performance of our independent registered public accounting firm and oversee the audits of the financial statements of the Company; | | | | (5) | assist our board of directors in risk assessment and risk management; | | | | (6) | pre-approve all audit services and permitted non-audit services (including the fees for such services and terms thereof) to be performed by our independent registered public accounting firm; | | | | (7) | establish and periodically review and, as appropriate, revise, procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; | | | | (8) | oversee our internal audit function; and | | | | (9) | oversee any related party transactions. | |
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| Peoples Financial Services Corp. | 40 | 2026 Proxy Statement |
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Audit Committee Report In accordance with SEC regulations, the audit committee has prepared the following report. As part of its ongoing activities, the audit committee has:
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| • | reviewed and discussed with management the audited consolidated financial statements of the Company at and for the year ended December 31, 2025; |
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| • | discussed with Baker Tilly, the Company’s independent registered public accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees; and |
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| • | received the written disclosures and letter from Baker Tilly required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with Baker Tilly such firm’s independence. |
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Based upon its review and the considerations and discussions referenced above, the audit committee recommended to the board of directors that our audited consolidated financial statements be included in the Company’s annual report on Form 10-K, as filed with the SEC on March 16, 2026.
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| Submitted by the Audit Committee: | | Thomas J. Melone, CPA, Chairman | | Sandra L. Bodnyk | | William G. Bracey | | William P. Conaboy, Esquire | | Keith Eckel | | Ronald G. Kukuchka | | Kathleen McCarthy Lambert, CPA | | Richard S. Lochen, Jr., CPA | | James B. Nicholas | | Elisa Zúñiga Ramirez |
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The foregoing Audit 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.
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| Peoples Financial Services Corp. | 41 | 2026 Proxy Statement |
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Compensation Committee Directors Aubrey, Bodnyk, Bracey, Conaboy, J. DeNaples, Kukuchka, Lochen, Melone, Nicholas and Wright currently comprise the compensation committee of the board of directors. During 2025, the compensation committee of the board of directors met seven times. The compensation 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 compensation committee include:
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| • | review and approve the annual base salaries and annual incentive opportunities of our chief executive officer and other executive officers; |
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| • | 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; |
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| • | review and make recommendations to our board of directors with respect to new compensation programs; |
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| • | review periodically the operation of our compensation programs; |
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| • | establish and periodically review policies for the administration of compensation programs; |
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| • | ensure that our compensation programs comport with our compensation philosophy; |
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| • | review and make recommendations to our board of directors with respect to director compensation; |
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| • | review and make recommendations to our board of directors with respect to our employee benefit plans; |
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| • | review and provide guidance on our human resource programs, which may include talent review and leadership development and “best place to work” initiatives; |
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| • | oversee all matters relating to the outcome of shareholder advisory votes regarding executive compensation; and |
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| • | 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. |
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| Peoples Financial Services Corp. | 42 | 2026 Proxy Statement |
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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.”
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| 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 |
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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 2025, the nominating and corporate governance committee of the board of directors met three 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:
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| • | evaluate and identify the range of skills and expertise which should be represented on the Board and the eligibility criteria for individual Board and committee membership; |
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| • | evaluate from time to time the size, composition and structure of the Board, including whether one or two individuals should serve as chairman and chief executive officer, whether the Board should have a lead independent director and the role of any lead independent director, whether the leadership structure is appropriate given the specific characteristics and circumstances of the Company, and the effect of risk oversight on the Board’s leadership structure; |
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| • | conduct a preliminary review of director independence and the financial literacy and expertise of potential audit committee members in order to assist the Board in its determinations relating to such matters; |
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| • | identify potential candidates for election or re-election to the Board. In making a recommendation to the Board regarding a director candidate, identify the specific experience, qualifications, attributes or skills |
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| that led to the conclusion that such candidate should serve as a director at the time of the recommendation, in light of the Company’s business and structure; |
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| • | develop and recommend to the Board a policy with regard to the consideration of diversity in identifying director candidates, implement any approved diversity policy, evaluate candidates in accordance with such policy, and periodically assess the effectiveness of such policy; |
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| • | implement a policy and procedures with regard to the consideration of any director candidates recommended by shareholders; |
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| • | review and recommend to the Board the appropriate structure of Board committees, committee assignments and the position of chairman of each committee; |
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| • | identify and prioritize with management significant risks facing the Company and recommend to the Board whether the Board or a particular Board committee should have primary responsibility for oversight of each such identified risk; |
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| • | keep apprised of requirements, trends and best practices in corporate governance of companies similar to the Company; |
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| • | review proposed changes to the Company’s articles of incorporation, Bylaws, and Board committee charters, and make recommendations to the Board with respect to such changes; |
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| • | develop, update and recommend to the Board for adoption, corporate governance guidelines and other governance policies for the Company, and monitor compliance with such guidelines and policies; |
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| • | develop director, chief executive officer, and key executive succession plans and recommend such plans for approval by the Board; |
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| • | review and, if appropriate, approve any employee director standing for election to for-profit third-party boards of directors; |
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| • | develop and implement a policy regarding shareholder communications with the Board, and ensure that proper attention is given to shareholder concerns regarding corporate governance; |
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| • | lead the Board in a periodic self-evaluation process, including self-evaluation of each Board committee, and report its conclusions and any recommendations to the Board; and |
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| • | review and reassess the performance of the Committee and the adequacy of its Charter not less frequently than annually and recommend any proposed changes to the Board for consideration and approval. |
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Director 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 Corporate Secretary at Peoples Financial Services Corp., 30 E D Preate Drive, Moosic, Pennsylvania 18507. 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 83 for additional information.
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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:
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| 1 | 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 below. 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 2026 Annual Meeting, all of whom are incumbent directors. | | 2 | 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. |
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In connection with our merger with FNCB Bancorp, Inc. in 2024, we adopted certain bylaws relating to director nominations that will apply through July 1, 2027. These bylaws provide that no vacancy on the board of directors created by the cessation of service of a director will be filled by the board and the board shall not nominate any individual to fill such vacancy, unless 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, and 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, provided, in either case, that any such appointment or nomination is also 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 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. 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
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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. Sandra L. Bodnyk has been nominated for election at the 2026 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, 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; the 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 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 our community and culture. 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 accordance with our board diversity policy. 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, 2025, 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., 30 E D Preate Drive, Moosic, Pennsylvania 18507, 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.
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Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information concerning the ownership of shares of the common stock by each director of the Company, each “named executive officer” identified below under the heading “Executive Compensation” beginning on page 63, all directors and executive officers as a group, and any person who is known by us to own beneficially more than five percent of the issued and outstanding common stock. Except as noted below, information is provided as of March 2, 2026. Unless otherwise noted below, the address of each beneficial owner listed on the table is c/o Peoples Financial Services Corp., 30 E D Preate Drive, Moosic, Pennsylvania 18507.
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| | Number of Shares | | | Name | Beneficially Owned• | Percentage of Ownership•• | | William E. Aubrey II | 55,899.0000 | * | | Sandra L. Bodnyk | 5,484.0000 | * | | William G. Bracey | 29,077.6260(1) | * | | Joseph Coccia | 39,076.7047(2) | * | | William P. Conaboy, Esquire | 3,683.0000 | * | | Joseph L. DeNaples, Esquire | 53,961.1510 | * | | Louis A. DeNaples, Sr. | 350,797.0110(3) | 3.5% | | Keith W. Eckel | 15,975.0000 | * | | Ronald G. Kukuchka | 33,268.9680 | * | | Kathleen McCarthy Lambert, CPA | 3,689.4290 | * | | Richard S. Lochen, Jr., CPA | 23,590.4980(4) | * | | Thomas J. Melone, CPA | 3,053.0000 | * | | James B. Nicholas | 30,826.0000(5) | * | | Elisa Zúñiga Ramirez | 4,442.8500(6) | * | | Joseph T. Wright, Jr. | 43,939.4127 | * | | John R. Anderson III | 8,484.7480(7) | | | James M. Bone, Jr., CPA | 10,957.2958(8) | * | | Gerard A. Champi | 20,436.0000(9) | * | | Jeffrey A. Drobins | 5,507.5820(10) | | | Timothy H. Kirtley | 6,624.0000(11) | * | | Thomas P. Tulaney | 41,621.4883(12) | * | | All directors and executive officers as a group (27 persons) | 821,065.5925(13) | 8.2% | | BlackRock, Inc. | 650,543.0000(14) | 6.5% | | The Vanguard Group | 504,362.0000(15) | 5.0% |
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| • | Any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: voting power, which includes the power to vote, or to direct the voting of, our common stock; and/or, investment power, which includes the power to dispose, or to direct the disposition of, our common stock, is determined |
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to be a beneficial owner of our common stock. All shares are subject to the named person’s sole voting and investment power unless otherwise indicated.
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| •• | Shares beneficially owned include any shares of which the holder or group has the right to acquire beneficial ownership within 60 days after March 2, 2026. Percentage calculations are based on 10,005,688 shares outstanding at March 2, 2026, and presume that the identified holder or group acquires any such shares that the identified holder or group has the right to acquire, and that no other holders of any such rights do so. |
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| * Less than 1.0 percent. |
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| (1) Includes 23,409.9610 shares held by Bracey’s Supermarket, Inc. |
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| (2) Includes 34,268.0127 shares held by JJS Family Partnership. |
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| (3) Includes 6,899.0750 shares held by D&L Realty, 356 shares held by DeNaples Equipment Company, 965.9100 shares owned jointly by Mr. DeNaples and his wife, and 2,928.8720 shares owned by Mr. DeNaples’ wife. |
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| (4) Includes 339.6340 shares held by children who currently reside with Mr. Lochen, 9,950.0420 shares owned jointly by Mr. Lochen and his wife, and 4,459.8220 shares in a self-directed IRA. |
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| (5) Includes 2,451 shares in a self-directed IRA and 3,204 shares owned by Mr. Nicholas’s wife. |
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| (6) Includes 2,680 shares in a self-directed IRA and 797 shares owned jointly by Ms. Ramirez and her husband. |
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| (7) Includes 40 shares owned jointly by Mr. Anderson and his wife, 1,880 shares in his 401(k), 484 restricted stock awards and 295 restricted stock units that vest within 60 days after March 2, 2026. |
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| (8) Includes 8,701shares owned jointly by Mr. Bone and his wife, 159.3854 shares owned by Mr. Bone’s wife, 78.9104 shares in a self-directed IRA, 1,128 restricted stock awards and 317 restricted stock units that vest within 60 days after March 2, 2026. |
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| (9) Includes 375 shares in a self-directed IRA, 18,117 shares owned jointly by Mr. Champi and his wife, 1,944 restricted stock awards and 689 restricted stock units that vest within 60 days after March 2, 2026. |
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| (10) Includes 308 shares in his 401(k), 447 restricted stock awards and 274 restricted stock units that vest within 60 days after March 2, 2026 . |
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| (11) Includes 240 shares in his 401(k), 475 restricted stock awards and 281 restricted stock units that vest within 60 days after March 2, 2026. |
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| (12) Includes 19,519.4883 shares in a self-directed IRA and 21,495 shares owned jointly by Mr. Tulaney and his wife, 607 restricted stock awards and 366 restricted stock units that vest within 60 days after March 2, 2026. |
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| (13) Includes securities held directly and indirectly by all current directors and Company executive officers, including in addition to the named executive officers in this table: James P. Chiaro, Mary Griffin Cummings, Susan L. Hubble, Neal D. Koplin, Amy E. Vieney, and Stephanie A. Westington. |
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| (14) Based solely on 13F Combination Report filed with the SEC on February 12, 2026. Based upon the information contained in the filing, BlackRock, Inc., 50 Hudson Yards, New York, NY 10001, has sole voting and dispositive power with respect to 635,223 and 650,543 shares, respectively, and beneficially owns 650,543 shares of the Company’s common stock. BlackRock is the beneficial owner of these holdings in its capacity as a parent holding company of certain institutional investment managers. |
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| (15) Based solely on the Schedule 13G filed with the SEC on January 30, 2026. Based upon the information contained in the filing, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, has shared voting and dispositive power with respect to 64,927 and 504,362 shares, respectively, and beneficially owns 504,362 shares of the Company’s common stock. The Vanguard Group is the beneficial owner of these holdings in its capacity as an investment advisor. |
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Policy Regarding Hedging. Because certain hedging or monetization transactions relative to our securities may cause the interests and objectives of those persons engaged in such transactions to differ those of our shareholders generally, our board of directors has adopted a securities trading policy that prohibits our directors, officers and employees, and family members and other persons and entities under their influence or control, from engaging in any hedging or monetization transactions involving our securities.
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Executive Officers and Compensation Executive Officers Following is information regarding our executive officers. Additional information regarding the compensation of our named executive officers is included under the heading “Executive Compensation,” beginning on page 63.
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| | JOHN R. ANDERSON III, Executive Vice President and Chief Operating Officer of Peoples and Peoples Security Bank and Trust Company, age 59. Mr. Anderson was appointed to his current position as of March 31, 2025. Prior to his appointment to his current position, Mr. Anderson served as Executive Vice President and Chief Financial Officer from March 2018, after serving as the Senior Vice President and Interim Principal Financial and Accounting Officer since April 2016. Prior to that he was Vice President/Planning and Statistical Analyst, of Penn Security Bank and Trust Company since May 2011. Prior to that he was Assistant Vice President/Financial Reporting Officer at Penn Security Bank since January 2006. |
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| | JAMES M. BONE, JR., CPA, Executive Vice President and Chief Financial Officer of Peoples and Peoples Security Bank and Trust Company, age 64. Mr. Bone was appointed to his current position as of March 31, 2025. Prior to his appointment to his current position, Mr. Bone served as Executive Vice President and Chief Operations Officer of the Company and the Bank, a position he held since the consummation of the FNCB merger on July 1, 2024. From September 2012 until the merger, he served as Executive Vice President and Chief Financial Officer/Treasurer of FNCB Bancorp., Inc. and its banking subsidiary, FNCB Bank. Mr. Bone had been with FNCB Bank since 1986 in various leadership roles and is a licensed Certified Public Accountant and is an active member of several professional, business and community organizations including the American Institute of Certified Public Accountants and Pennsylvania Institute of Certified Public Accountants. Mr. Bone is a former member of the Issuer Advisory Council of the OTCQX and a former member of the Advisory Board for the Federal Home Loan Bank of Pittsburgh. Mr. Bone is also active in the community with King’s College and currently serves as Executive Vice President and Vice President of Finance and Board Member of the Northeastern Pennsylvania Council Boy Scouts of America and as a Board Member of Fox Hill Country Club. |
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| | GERARD A. CHAMPI, was appointed Chief Executive Officer of Peoples and Peoples Security Bank and Trust Company effective January 1, 2025, and was most recently appointed President of Peoples and Peoples Security Bank and Trust Company effective April 3, 2026, age 65. Mr. Champi was appointed as a director of Peoples Security Bank and Trust Company as of July 1, 2024, in accordance with the FNCB merger agreement. From July 1, 2024 to December 31, 2024, he served as President of Peoples and Peoples Security Bank and Trust Company. Prior to the FNCB merger, Mr. Champi served as President and Chief Executive Officer and was a member of the Board of Directors of FNCB Bancorp, Inc. and FNCB Bank since July 1, 2016. Prior to holding this position, Mr. Champi was Chief Operating Officer of FNCB Bank from March 2011 to June 2016. Mr. Champi also served as Interim President and Chief Executive Officer of FNCB and FNCB Bank and as a director of FNCB Bank from March 2010 until February 2011. Mr. Champi had been with FNCB Bank since 1991 and served in various leadership roles in the Retail, Commercial Sales, and Executive Divisions. He currently serves as a Board member of Leadership Northeast, the Lackawanna Blind Association, the Wilkes-Barre Law & Library Association’s Executive Committee’s Lay Advisory Committee and is a lifetime member of Pennsylvania State University Alumni Association. Mr. Champi also serves on the Board of Directors of the Greater Scranton Chamber of Commerce and the Executive Committee of the Chamber. Jerry is also past President of the Boards of Directors of the Northeastern Pennsylvania Council Boy Scouts of America, the Greater Pittston Chamber of Commerce, and the Luzerne County Community College Foundation. |
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| | JAMES P. CHIARO, CMFC, AIF, was appointed to Executive Vice President and Chief Investment Services Officer of the Company and the Bank effective July 1, 2024, age 50. In his current role, Mr. Chiaro is responsible for the overall management, strategy, growth and operating results for Peoples Security Wealth Advisors. From September 2022 until the FNCB merger, he was Executive Vice President and Chief Investment Services Officer of FNCB. Mr. Chiaro has over 20 years of experience in the financial services industry and prior to joining FNCB, Mr. Chiaro was the principal of Chiaro Investment Services, LLC since August 17, 2017. Mr. Chiaro holds the designation of Chartered Mutual Fund Counselor (CMFC) & Accredited Investment Fiduciary (AIF). Mr. Chiaro also holds the following Investment and Insurance Licenses (securities registrations held through LPL Financial): General Securities Representative (Series 7); Uniform Investment Advisor Representative (Series 65); Investment Company Products/Variable Contracts Representative (Series 6); Uniform Securities Agent State Law (Series 63); and Pennsylvania Life Insurance License. |
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| | MARY GRIFFIN CUMMINGS, ESQUIRE, was appointed to Executive Vice President and General Counsel of the Company and the Bank effective July 1, 2024, age 63. From October 2012 until the FNCB merger, Ms. Cummings served as Executive Vice President and General Counsel of FNCB Bancorp, Inc. and FNCB Bank. Prior to joining FNCB, from May 2000 to May 2009 Ms. Cummings was Associate General Counsel, Resident Counsel and General Counsel for Wyoming Valley Health Care System, Inc. (“WVHCS”), a large health care system previously located in Wilkes-Barre, Pennsylvania. Thereafter, until October 2012, Ms. Cummings served as legal consultant for winding down the liabilities and obligations of the Wyoming Valley Health Care System, Inc. pursuant to the asset sale to Wilkes-Barre Holdings, LLC, a subsidiary of CHS/Community Health Systems, Inc. Also, during this time, Ms. Cummings practiced law both in her own private practice and for Wyoming Valley Health and Education Foundation and WVHCS Retention Company. Ms. Cummings is a Pennsylvania licensed attorney and admitted to practice law in the Courts of the Commonwealth of Pennsylvania and the United States District Court for the Middle District of Pennsylvania. She is a member of the Wilkes-Barre Law and Library Association and the Pennsylvania Bar Association. Ms. Cummings serves on the Board of Directors of the PA Bankers Services Corporation and the Board of Governors, serving as Chairperson, of Bankers Settlement Services–Capital Region, a title agency wherein Peoples Security Bank and Trust Company holds an equity interest. Previously, Ms. Cummings served as Chair and Board member of the Catherine McAuley Center, Scranton, PA and is currently a member of the Board of Trustees for Misericordia University, Dallas, PA and a Board Member and Chair of the Nominating and Governance Committee for the McGlynn Learning Center, Wilkes-Barre, PA. Additionally, Ms. Cummings serves as Chair and a Board member on the Northeastern PA Board of Directors of the American Red Cross and is a life-time member of the Pennsylvania State University Alumni Association. |
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| | JEFFREY A. DROBINS, Executive Vice President and Chief Lending Officer of the Company and the Bank, age 41. Mr. Drobins was appointed to his current position in October 2022, after serving as the Senior Vice President and Lehigh Valley Market President since April 2016. Prior to that he was Vice President and Commercial Relationship Manager since September 2014. From 2007 – 2014, Mr. Drobins served in various commercial banking capacities for National Penn Bank’s Commercial Real Estate Lending Group. Mr. Drobins serves as Board member of Budd Agency, Inc., a property and casualty insurance company wherein the Company has an equity interest in. Mr. Drobins serves as Board member and Chairman of the Lehigh Valley Zoological Society, Schnecksville, PA. Mr. Drobins serves as Trustee of Peoples Security Charitable Foundation. Mr. Drobins is past board member and Treasurer for the Greater Easton Development Partnership and Lehigh Valley Regional Academy. |
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| | SUSAN L. HUBBLE, Executive Vice President, Chief Information Officer of the Company and the Bank, age 70. Ms. Hubble was appointed to her current position in December 2019. Prior to that, she was Senior Vice President, Senior Information Technology Officer, since April 2019. Prior to that, she was Vice President, Information Technology Officer since July 2014. From 1999 – 2014 she served in various Information Technology positions at the bank. Prior to 1999 she served as an IT Consultant, worked on process improvement projects and led Information Technology for ABB at their Elmira NY manufacturing facility. She also served for three years on the Pennsylvania Bankers Association Women in Banking Committee. |
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| | TIMOTHY H. KIRTLEY, Executive Vice President, Chief Risk Officer of the Company and the Bank, and Corporate Secretary, age 56. Mr. Kirtley was appointed to his current position in April 2020, and served as Executive Vice President and Chief Credit Officer from July 2016 until April 2020. Prior to joining Peoples Security Bank and Trust Company, he served as Executive Vice President and Chief Credit Officer of Peoples Bank, Marietta, Ohio from 2011 to 2016. From 2009 to 2011, Mr. Kirtley served as Executive Vice President, Chief Credit Officer of Delaware County Bank & Trust Co., in Lewis Center, Ohio. From 2007 to 2009, he served as Vice President, Regional Credit Officer, - Commercial Real Estate for Fifth Third Bank in Columbus, Ohio. From 1992 to 2007, Mr. Kirtley served in various commercial banking and credit risk management capacities, the most recent of which was Vice President, Regional Credit Officer, Community Banking from 2002 to 2007 for U.S. Bank, N.A. in Columbus, Ohio. |
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| | NEAL D. KOPLIN, Senior Executive Vice President and Chief Banking Officer of Peoples and Peoples Security Bank and Trust Company, age 65. Mr. Koplin was appointed to his current position in December 2019. In this role, he oversees banking operations across multiple regions, including Northeastern Pennsylvania, the Lehigh Valley, Greater Delaware Valley, Central Pennsylvania, New Jersey, and New York. He is responsible for the Bank’s full suite of personal and business banking services, including real estate, home mortgages, consumer lending, deposit and cash management solutions, and investment products. Prior to his current position, Mr. Koplin served as Executive Vice President and Lehigh Valley Region President from August 2014 to December 2019. Before joining Peoples Security Bank and Trust Company, he spent over 30 years at National Penn Bank, where he held various executive positions. Mr. Koplin has been actively involved in numerous community and economic development initiatives. He currently serves as President of the Board of Directors for Home Easton, President of the Board of Eastern Pennsylvania Community Financial Services , as a board member of the Lehigh Valley Economic Development Corporation and as a board member of Lehigh Valley Industrial Park. Mr. Koplin holds a Bachelor of Arts degree in Accounting from Moravian University. |
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| | AMY E. VIENEY, Executive Vice President and Chief Human Resource Officer of Peoples and Peoples Security Bank and Trust Company effective February 27, 2026, age 51. Prior to that appointment to her current position, Ms. Vieney served as Senior Vice President and Chief Human Resource Office of Peoples and Peoples Security Bank and Trust Company since June 2022. In her role, Ms. Vieney leads the organization’s Human Capital Management function, driving talent strategy and building programs that attract, develop, and retain high-performing teams. Partners closely with executive leadership to ensure people initiatives align with business objectives while fostering an inclusive culture. Prior to her role with Peoples Security Bank and Trust, she served as Senior Director, Human Resources at St. Luke’s University Health Network, headquartered in Bethlehem, Pennsylvania. Ms. Vieney serves on the Board of Directors for the United Way of Wyoming Valley and the Outreach Center for Community Resources. |
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| | STEPHANIE A. WESTINGTON, CPA, was appointed Executive Vice President and Chief Accounting Office of Peoples and Peoples Security Bank and Trust Company effective February 27, 2026, age 60. Prior to that appointment to her current position, Ms. Westington served as Senior Vice President and Chief Accounting Office of Peoples and Peoples Security Bank and Trust Company since April 1, 2025. Prior to that, Ms. Westington served as Senior Vice President and Chief Profitability Officer of the Bank from the consummation of the Company’s merger with FNCB Bancorp., Inc. on July 1, 2024. From January 2022 until the merger, Ms. Westington served as Senior Vice President and Chief Accounting Officer of FNCB Bank, and from July 2012 to January 2022, served as Senior Vice President and Controller of FNCB Bank. Prior to joining FNCB Bank, Ms. Westington was Director of Finance for Physicians Health Alliance, a physician’s group that was a member of the former Moses Taylor Health Care System, from March 2011 to July 2012. Ms. Westington is a licensed Certified Public Accountant and has previous banking experience from her time as Vice President of Finance at the former Community Bank and Trust Company from January 1998 to March 2011 and Assistant Vice President and Controller at the former LA Bank, N.A. from September 1990 to December 1997. Ms. Westington previously served on the Board of Trustees of the Howard Gardner Multiple Intelligence Charter School, Scranton, PA from 2017 to 2024 serving as President from 2021 – 2024 and Treasurer from 2018 to 2021. |
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Compensation Discussion and Analysis Overview of Objectives This Compensation Discussion & Analysis (“CD&A”) explains our executive compensation program for our named executive officers (“NEOs”) listed below. Throughout 2025, Gerard A. Champi served as principal executive officer. John R. Anderson III served as our principal financial officer from January 1, 2025 through March 31, 2025, and James M. Bone, Jr., CPA has served as our principal financial officer since then. This CD&A also describes the Compensation Committee’s (“the Committee”) process for making pay decisions, as well as its rationale for specific decisions related to the fiscal year ended December 31, 2025.
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| Name | Position | | Gerard. A. Champi | Chief Executive Officer and President | | Thomas P. Tulaney | Former President | | Jeffrey A. Drobins | Executive Vice President, Chief Lending Officer | | Timothy H. Kirtley | Executive Vice President, Chief Risk Officer | | James M. Bone, Jr., CPA | Executive Vice President, Chief Financial Officer | | John R. Anderson III | Executive Vice President, Chief Operating Officer |
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| | | | | | Gerard A. Champi | Thomas P. Tulaney | Jeffrey A. Drobins | Timothy H. Kirtley | | | | | | | James M. Bone Jr., CPA | John R. Anderson III | | |
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2025 Business Highlights Our key financial and strategic achievements in fiscal 2025 included:
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| ● | For the year ended December 31, 2025, net income was $59.2 million, or $5.88 per diluted share an increase of $50.7 million compared to $8.5 million, or $0.99 per diluted share for 2024, which was primarily due to a full year of combined operations following the merger with FNCB Bancorp, Inc. on July 1, 2024, coupled with a reduction in the provision for credit losses. |
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| ● | Return on average assets (ROAA) for the year ended December 31, 2025, was 1.17% compared to 0.19% for the corresponding period of 2024. |
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| ● | Return on average equity (ROAE) for the year ended December 31, 2025 was 11.89% compared to 2.07% for the corresponding period of 2024. |
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| ● | Book value per common share at December 31, 2025, increased to $52.01 from $46.94 at December 31, 2024. |
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| Peoples Financial Services Corp. | 54 | 2026 Proxy Statement |
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| ● | Total loans, which were $4.1 billion at December 31, 2025, increased $73.4 million as compared to December 31, 2024. Total deposits increased $26.5 million to $4.4 billion at December 31, 2025, as compared to December 31, 2024. |
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| ● | Non-performing assets to total assets improved to 0.23% at December 31, 2025, compared to 0.45% at December 31, 2024, and non-performing assets to total loans, net and foreclosed assets improved to 0.30% at December 31, 2025, compared to 0.58% at December 31, 2024. |
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| ● | Cash dividends declared was $2.47 per share in 2025 compared to $2.06 in 2024. |
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| ● | The efficiency ratio, a non-GAAP measure, was 56.45% for the year ended December 31, 2025, compared to 63.83% for 2024. |
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| ● | Successfully executed key technology initiatives, including the implementation of the bank’s online banking platform, to enhance service delivery and risk management capabilities. |
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| ● | Engaged an independent third-party advisory firm to conduct a comprehensive organizational efficiency review, assessing enterprise-wide processes and resource alignment to enhance scalability and operating performance. |
2025 Compensation Highlights
2025 Compensation Highlights Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of annual goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. Based on our performance and consistent with the design of our program, the Committee made the following executive compensation decisions for fiscal 2025:
2025 Compensation Highlights
| ● | Annual Incentives. We implemented a new balanced incentive scorecard during 2025 to align NEOs’ annual incentive compensation with our business priorities. This scorecard strikes a balance between profitability, growth, and asset quality. Based on our financial performance in 2025, we paid NEOs an average of 104% of target under the Annual Incentive Plan. |
2025 Compensation Highlights
| ● | Long-term Equity Incentives: In 2025, we introduced a new long-term incentive plan design consisting of both Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs). The primary annual grants were made on March 28, 2025. We believe that these grants align the NEOs’ interests with shareholders and provide a long-term retention incentive. |
2025 Compensation Highlights
Change in Control/Severance Plan: In 2025 we implemented a Change in Control/Severance Plan for members of our Executive Team who did not have an employment agreement or other contractual severance arrangement. This plan applied to Mr. Drobins.
Executive Compensation Decision-Making Process
Executive Compensation Decision-Making Process The Role of the Committee. The Committee oversees the executive compensation program for our NEOs. The Committee is comprised of independent, non-employee members of the Board. The Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website. The Committee makes recommendations with respect to all equity awards to the full board and makes all other final compensation and decisions regarding our NEOs. Those decisions are shared with the full board. The Role of Management. Only the Committee members are allowed to vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to other executives’ pay with the Committee providing transparency and oversight. Decisions on pay are recommended by the CEO and approved by the Committee. The CEO does not participate in the deliberations of the Committee regarding his own compensation. The Role of the Independent Consultant. The Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the Committee and does not provide any additional services to management. The Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules. The Role of Compensation Benchmarking. The Committee measures the Company’s senior management compensation levels with comparable compensation levels in industry benchmark studies and peer group data. We use survey data to benchmark our executive positions to those at other banking institutions with total asset sizes similar to ours.
Executive Compensation Decision-Making Process
In addition, the Committee evaluates the Company's NEOs’ compensation levels with comparable compensation levels for a peer group of comparable banks based on asset size, geography and operations. The peer group companies considered by the Committee were:
Annual Incentives
Annual Incentives The 2025 Annual Incentive Plan provided our NEOs the opportunity to earn a performance-based annual cash incentive dependent on the achievement of pre-determined financial performance objectives. Target annual incentive opportunities are expressed as a percentage of base salary and were established based on the NEOs’ level of responsibility and their ability to impact overall results. The Committee also considers market data in setting target award amounts. Target award opportunities for 2025 were as follows:
Annual Incentives
| Name | Base Salary | Annual Target (% of Base Salary) | Incentive at Target ($) | | Gerard A. Champi | $557,000 | 35% | $194,950 | | Thomas P. Tulaney | $373,000 | 25% | $93,250 | | Jeffrey A. Drobins | $310,000 | 25% | $77,500 | | Timothy H. Kirtley | $287,000 | 25% | $71,750 | | James M. Bone, Jr., CPA | $344,000 | 25% | $86,000 | | John R. Anderson III | $292,000 | 25% | $73,000 |
Annual Incentives
The base salary in the table reflects the base salary effective at fiscal year-end. 2025 Annual Scorecard and Results. In 2025, we used a balanced scorecard of metrics to assess NEO performance The chart below shows the 2025 goals, as well as actual results.
Annual Incentives
| Metric | Weight (%) | Threshold | Target | Maximum | Actual | | Net Income | 30% | $51.0 million | $56.7 million | $62.4 million | $59.2 million | | Net Loan Growth | 10% | $116.8 million | $129.8 million | $142.8 million | $73.4 million | | Non-Interest Deposit Growth | 10% | $30.2 million | $33.6 million | $37.0 million | $19.0 million | | Non-Interest Income | 10% | $20.3 million | $22.6 million | $24.86 million | $21.7 million | | Asset Quality | 20% | Below | Meets | Exceeds | Exceeds | | Strategic / Individual Goals | 20% | Below | Meets | Exceeds | Exceeds | | Incentive Earned (% of target) | | 50% | 100% | 150% | 104% |
Annual Incentives
Asset quality was assessed by comparing Peoples to the top 50% of its executive compensation peers using a using a portfolio of quality metrics, based on peer performance for each metric, including: net charge-offs/total loans and leases, non-performing assets/total assets, non-performing loans/total loans, and delinquencies/past dues. Performance in each metric is converted into an asset quality index for comparison. The Committee reviewed and evaluated the achievement of key strategic goals for the team. The Committee discussed and evaluated the Chief Executive Officer’s with the Board. In addition, the Committee reviewed the Chief Executive Officers performance. The actual 2025 incentive awards for each NEO are summarized in the Summary Compensation table.
Annual Incentives
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Long-Term Equity Incentives
Long-Term Equity Incentives
2025 Awards
2025 Awards Long-term incentives are intended to align the long-term interests of our NEOs and our shareholders and encourage the achievement of the long-term goals of the Company. Long-term equity incentives are also designed to motivate and retain top talent. To accomplish these objectives, the Committee considers a mix of equity vehicles when granting long-term incentives, using performance restricted stock units (PRSUs) and restricted stock units (RSUs) as follows:
2025 Awards
| Equity Award | Weight | Objectives and Design | | Performance Restricted Stock Units (PRSUs) | 50% | ● Rewards achievement of outstanding operating performance over a three-year period ● For fiscal 2025, the Committee selected Return on Tangible Common Equity (ROTCE) and Earnings per Share (EPS) growth. Both measures are weighted 50% and results will be measured against the strategic plan ● No dividend equivalents paid or accrued | | Restricted Stock Units (RSUs) | 50% | ● Encourages retention and increases stock ownership ● Vesting 33.3% per year ● No dividend equivalents paid or accrued |
2025 Awards
Long-term equity awards also include strong governance features, such as confidentiality and non-solicits and clawback provisions that permit the Board to recoup compensation. The 2025 equity grants were made on March 28, 2025 in the form of PRSUs and RSUs. For the PRSUs, certain NEOs received two grants. The first PRSU grant was the normal annual grant with a three-year performance period. The second PSRU grant was to restore the delayed 2024 PRSU grant which was postponed due to the 2024 merger. The company does not grant stock options, therefore there is no policy with regard to the timing of stock option grants. 2023 to 2025 Legacy Peoples Awards The Company settled PRSUs for the 2023 thru 2025 performance period at 140% of the target award based on results. The performance goals for this period consisted of earnings per share growth and return on equity. Four of the NEOs (Messrs. Tulaney, Drobins, Kirtley, and Anderson) received 2023 PRSU awards which vested as of December 31, 2025. One-Time Equity Grant On August 29, 2025, the Committee approved a one-time equity award for Jeffrey A. Drobins. The award was 11,763 RSUs with a seven-year cliff vesting. There are no dividends or dividend equivalents paid on this award. The Committee believed that this long-vested award was appropriate to provide long-term retention and facilitate leadership transitions. On August 29, 2025, the Committee approved a one-time equity award for Timothy H. Kirtley. The award was 3,332 RSUs with a five-year cliff vesting. There are no dividends or dividend equivalents paid on this award. The Committee believed that this long-vested award was appropriate to provide long-term retention and facilitate leadership transitions. Company Stock Ownership We believe that it is important that our NEOs and directors own shares of our common stock to align their interests with shareholders. We maintain a share ownership policy, which is applicable to our executive officers and directors. Under the terms of the policy, executive officers who receive equity incentive awards are expected
2025 Awards
to beneficially own shares of our common stock having a fair market value equal to or greater than twice their respective annual base salaries and have five years to achieve compliance. Outside directors are expected to own stock with a fair market value equal to four times their annual retainer. Further, the Company expects that 50% of the net shares from any equity awards vesting will be held until the ownership guidelines are met. The Committee is planning to review the stock ownership practices against the market and best practices. Clawback Policy As part of our ongoing efforts to maintain the highest levels of good governance, we have adopted an Executive Officer Compensation Recoupment Policy which applies to all individuals who are or were Section 16 executive officers at the time they received certain incentive compensation (including cash bonuses and equity based on financial performance) from the Company. The policy provides that in the event of a restatement of financial results, the Committee may require that all incentive-based compensation received by the executive officer during the three fiscal years preceding the restatement be recouped to the extent that the amount of incentive compensation actually paid is greater than the amount of incentive compensation that would have been paid based on the restated results. The policy is intended to comply with law, including but not limited to final rules promulgated under Section 954 of the Dodd-Frank Act. Hedging Policy The Company has adopted and maintains a formal written policy, specifically, the Securities Trading Policy applicable to the Company’s directors, officers, employees and consultants with respect to trading in the Company’s securities. The Company believes the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the Nasdaq Stock Market, and it includes expectations regarding hedging and specifically prohibits directors, officers or other employees from engaging in any hedging or monetization transactions involving Company securities. Benefits ESOP. The Company consolidated its ESOP into its 401(k) retirement program in 2025, streamlining benefit offerings and aligning retirement with market practices. 401(k) Profit Sharing Plan. We maintain a profit-sharing plan, the Peoples Security Bank 401(k) Profit Sharing Plan, under the provisions of Section 401(k) of the Internal Revenue Code, in an effort to provide employees with a means and an incentive to save for retirement and also to provide tax-deferred compensation, not to exceed the amounts allowed under the Internal Revenue Code. All NEOs are eligible to participate in the Peoples Security Bank 401(k) Profit Sharing Plan on the same basis as other employees participating in the plan. Pension Plan. The Company also maintains the Penseco Employees’ Pension Plan, a legacy defined benefit pension plan assumed in connection with our merger with Penseco in November 2013, which was amended in June 2008 to cease benefit accruals. Health and Welfare Benefits. Our NEOs participate in the Company’s other benefit plans on the same terms as other employees. These plans include medical, dental, vision, disability, life insurance, health savings account and flex spending account benefits and are industry standard. Supplemental Employee Retirement Plans. Peoples maintains supplemental employee retirement plans, or “SERPs,” for certain executive officers, including each of our NEOs, the primary intent of which is retention. Under their respective SERPs, the NEOs are eligible to receive certain retirement benefits that accrue based on their service to the Company and are payable at retirement, or earlier under a qualifying termination of employment. See additional discussion below under the heading “Pension Benefits.” Split Dollar and Other Life Insurance Agreements. We provide split-dollar life insurance benefits to certain other officers, including Messrs. Champi, Tulaney, and Bone.
2025 Awards
Perquisites The Committee regularly reviews our executive perquisites and believes they are appropriate and modest when compared to peers and are necessary to attract and retain high-caliber talent. During 2025, we provided a vehicle allowance or use of a company vehicle to Messrs. Champi, Tulaney, Drobins, Bone and Anderson as they are required to entertain business clients or otherwise travel in connection with their duties. The Committee also believes that country clubs can serve as appropriate forums for building client relationships and for community interaction. We reimburse Messrs. Champi, Tulaney, Drobins, Kirtley, Bone, and Anderson for the cost of country and dining club memberships. Employment Agreements The following NEO’s have employment agreements with the Bank, Messrs. Champi, Tulaney, Kirtley and Bone. Mr. Drobins is an eligible participant under the Bank’s Change in Control/Severance plan and Mr. Anderson has a Change in Control/Severance Agreement. These agreements are described in more detail later in this proxy statement. Accounting and Tax Treatments All elements of compensation generate charges to earnings under generally accepted accounting principles (“GAAP”). Generally, no adjustment is made to compensation based on accounting factors, but the tax effects of various types of compensation are considered. In administering our executive compensation program, the Company considers the tax deductibility of the compensation, including as applicable, Section 162(m) of the Internal Revenue Code. Although our intent is to maximize the deductibility of compensation, under certain circumstances that are in the best interest of the Company and our shareholders, the compensation committee may authorize compensation that is not deductible if it is determined to be appropriate. Compensation Risk Assessment Our executive compensation program and policies are driven by our business environment and designed to enable us to achieve our mission and adhere to our values. The Committee and senior management evaluate the relationship between risk and reward as it relates to our executive compensation program. Our Committee has determined that the structure of our executive compensation programs does not put our shareholders or the Company at any material risk. Severance and Change in Control Benefits We recognize that an important consideration in our ability to attract, retain and motivate key talent is our ability to minimize the impact on our leadership team of the possible disruption associated with our exploration of strategic corporate and talent opportunities. Accordingly, we believe that it is in our best interest and the best interest of our shareholders to provide certain key employees with reasonable financial arrangements in the event of termination of employment following a change in control or involuntary termination of employment for reasons other than cause so that they are able to focus fully on their duties and on the merits of any potential change in control situation without undue concern for the loss of their jobs. All of our NEOs with employment agreements have provisions in their respective agreements that provide for certain benefits in the event of an involuntary termination following a change in control transaction. These provisions, along with certain benefits estimates, are described under the heading “Potential Post-Termination Benefits” below and under the headings “Gerard A. Champi Employment Agreement,” “Thomas P. Tulaney Employment Agreement,” “Timothy H. Kirtley Employment Agreement,” “James M. Bone, Jr. Employment Agreement,” and “John R. Anderson III Severance Agreement.” Many of the plans that we maintain and in which our NEOs participate include provisions which accelerate vesting or payment of benefits upon a change in control and are described under the heading “Potential Post-Termination Benefits” below.
2025 Awards
| (1) Mr. Champi's outstanding equity awards consist of 2,024 restricted stock units, subject to vesting in three annual installments on March 11, 2026, 2027 and 2028; 1,944 shares of restricted stock, subject to vesting in four annual installments on May 15, 2026, 2027, 2028 and 2029; and 2,143 performance-vested restricted stock units that would be earned for achieving target performance goals over a three-year period ending December 31, 2028. |
2025 Awards
| (2) Mr. Tulaney’s outstanding equity awards consist of 192 shares restricted stock, subject to vesting in one annual installment on March 11, 2026; 415 shares of restricted stock, subject to vesting in two annual installments on March 11, 2026 and 2027; 1,075 restricted stock units, subject to vesting in three annual installments on March 11, 2026, 2027, and 2028; and 1,506 and 1,138 performance-vested restricted stock units that would be earned for achieving target performance goals over a two-year period ending December 31, 2027, and a three-year period ending December 31, 2028, respectively. |
2025 Awards
| (3) Mr. Drobins’ outstanding equity awards consist of 137 shares of restricted stock, subject to vesting in one annual installment on March 11, 2026; 310 shares of restricted stock, subject to vesting in two annual installments on March 11, 2026 and 2027; 804 restricted stock units, subject to vesting in three annual installments on March 11, 2026, 2027, and 2028; 11,763 restricted stock units, subject to vesting in seven annual installments on March 11, 2026, 2027, 2028, 2029, 2030, 2031 and 2032; and 1,127, and 851 performance-vested restricted stock units that would be earned for achieving target performance goals over a two-year period ending December 31, 2027, and a three-year period ending December 31, 2028, respectively. |
2025 Awards
| (4) Mr. Kirtley outstanding equity awards consist of 146 shares of restricted stock, subject to vesting in one annual installment on March 11, 2026; 329 shares of restricted stock, subject to vesting in two annual installments on March 11, 2026 and 2027; 826 restricted stock units, subject to vesting in three annual installments on March 11, 2026, 2027, and 2028; 3,332 restricted stock units, subject to vesting in five annual installments on March 11, 2026, 2027, 2028, 2029, and 2030; and 851 and 854 performance-vested restricted stock units that would be earned for achieving target performance goals over a two-year period ending December 31, 2027, and a three-year period ending December 31, 2028, respectively. |
2025 Awards
| (5) Mr. Bone's outstanding equity awards consist of 932 restricted stock units, subject to vesting in three annual installments on March 11, 2026, 2027 and 2028; 1,128 shares of restricted stock, subject to vesting in four annual installments on May 15, 2026, 2027, 2028 and 2029; and 987 performance-vested restricted stock units that would be earned for achieving target performance goals over a three-year period ending December 31, 2028. |
2025 Awards
| (6) Mr. Anderson’s outstanding equity awards consist of 149 shares of restricted stock, subject to vesting in one annual installment on March 11, 2026; 335 shares of restricted stock, subject to vesting in two annual installments on March 11, 2026 and 2027; 866 restricted stock units, subject to vesting in three annual installments on March 11, 2026, 2027, and 2028; and 867, and 917 performance-vested restricted stock units that would be earned for achieving target performance goals over a two-year period ending December 31, 2027, and a three-year period ending December 31, 2028, respectively. |
2025 Awards
| (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): |
2025 Awards
| | Fees Earned | | | | | | or Paid in | Stock | All Other | | | | Cash | Awards | Compensation | Total | | Name | ($) | ($)(1) | ($)(2) | ($) | | William E. Aubrey II | 77,008 | 15,474 | 165 | 92,647 | | Sandra L. Bodnyk | 64,512 | 15,474 | 449 | 80,435 | | William G. Bracey | 54,504 | 15,474 | — | 69,978 | | Joseph Coccia | 48,004 | 15,474 | — | 63,478 | | William P. Conaboy, Esq. | 53,504 | 15,474 | — | 68,978 | | Joseph L. DeNaples, Esq. | 59,004 | 15,474 | — | 74,478 | | Louis A. DeNaples, Sr. | 52,004 | 15,474 | — | 67,478 | | Keith W. Eckel | 59,504 | 15,474 | — | 74,978 | | Ronald G. Kukuchka | 59,512 | 15,474 | 473 | 75,459 | | Kathleen McCarthy Lambert, CPA | 60,504 | 15,474 | — | 75,978 | | Richard S. Lochen, Jr., CPA | 66,012 | 15,474 | 144 | 81,630 | | Thomas J. Melone, CPA | 67,008 | 15,474 | — | 82,482 | | James B. Nicholas | 62,512 | 15,474 | — | 77,986 | | Elisa Zúñiga Ramirez | 54,894 | 15,474 | — | 70,368 | | Joseph T. Wright, Jr. | 62,508 | 15,474 | 407 | 78,389 |