DEF 14A of Fidelity D & D Bancorp Inc, Mar 25, 2026

DEF 14A of Fidelity D & D Bancorp Inc

Filed Mar 25, 2026 · FY20250001437749-26-009691

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. (PROPOSAL NO. 1)

    (PROPOSAL NO. 1) Qualification and Nomination of Directors The Company’s by-laws provide that the Board of Directors consists of at least three directors and be classified into three classes. Each class is elected for a term of three years. Accordingly, the terms of the classes expire at successive annual meetings. The Board of Directors may fix the number of directors and their respective classifications within the foregoing limits. A majority of the Board of Directors may also fill vacancies on the Board, and the person appointed to fill the vacancy serves until the expiration of the term of office of the class of directors to which he or she was appointed. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO ELECT THE THREE NOMINEES LISTED BELOW AS CLASS B DIRECTORS OF THE COMPANY. Currently, Class A consists of three directors, Class B consists of three directors, and Class C consists of four directors. Shareholders will elect three Class B directors at the annual meeting to serve for a three-year term that expires at the Company’s annual meeting in the year 2029. The proxy holders will vote the proxies for the election of each of the nominees named below, unless you indicate that your vote should be withheld from any or all of them. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified, or until his or her death, resignation, or retirement. The Board of Directors nominated Rocco A. DelVecchio, William J. Joyce, and Alan Silverman to serve as Class B directors until the 2029 annual meeting of shareholders. Messrs. DelVecchio, Joyce and Silverman are presently members of the Board of Directors and have consented to serve another term, if elected. If any of the nominees are unable to serve for any reason, a majority of the Board of Directors then in office may fill the vacancy until the expiration of the term of the class of directors to which he or she was appointed. The Board of Directors is proposing the following nominees for election as Class B Directors at the annual meeting:

  3. (PROPOSAL NO. 1)

    | Rocco A. DelVecchio | William J. Joyce, Sr. | Alan Silverman |

  4. BOARD OF DIRECTORS AND MANAGEMENT

    BOARD OF DIRECTORS AND MANAGEMENT Information as to Directors and Nominees The following biographies contain selected information with respect to the directors of the Company. The information includes each person’s age as of March 11, 2026, and principal occupation for at least the past five years. Current Class A Directors (to serve until 2027) John T. Cognetti Mr. Cognetti, age 76, has been a Director of the Company since 1999. He has served as a member of the Bank’s Board of Directors since 1988. Mr. Cognetti is the former President of Hinerfeld Commercial Real Estate, based in Scranton, Pennsylvania. With his background, education, and forty-six years’ experience in real estate brokerage, he provides insight on issues, trends, and values of the regional and national commercial real estate markets. He also provides guidance to the Board on Bank owned real estate issues. Having hired and managed sales professionals in his business, Mr. Cognetti shares his insight on personnel, marketing, and management issues. Michael J. McDonald, Esquire Mr. McDonald, age 71, has been a Director of the Company since 1999, and he has served as a member of the Bank’s Board of Directors since 1994. He is a founding partner in the law firm of McDonald and MacGregor, LLC in Scranton, Pennsylvania. Mr. McDonald’s education and legal experience provide valuable insight for the Company and Bank. HelenBeth G. Vilcek Ms. Vilcek, age 68, has been a Director of the Company and member of the Bank’s Board of Directors since 2020. Ms. Vilcek is the owner of Garofalo Real Estate, a property management company located in Easton, Pennsylvania. Ms. Vilcek serves on the board and chairs the audit committee at the Bank of Bird-in-Hand in Bird-in-Hand, Pennsylvania. She was an original investor with the former Premier Bank, Doylestown, Pennsylvania. Ms. Vilcek is active in the community and is a Past Grand Matron of the Order of Eastern Star for the state of Pennsylvania. Ms. Vilcek’s experience and community involvement provides valuable insight for the Company and Bank. Current Class B Directors (to serve until 2026) and Nominees (to serve until 2029, if reelected) William J. Joyce, Sr. Mr. Joyce, age 66, has been a Director of the Company and member of the Bank’s Board of Directors since 2020. Mr. Joyce is the former Principal of Joyce Insurance Group located in Pittston, Pennsylvania. Mr. Joyce has expertise in risk assessment and management, financial statement preparation, review, and analysis. Mr. Joyce holds an associate degree in Hotel and Restaurant Management from the Culinary Institute of America and has a Property & Casualty Insurance License in the Commonwealth of Pennsylvania. Mr. Joyce’s education, experience, and community involvement provide valuable insight for the Company and Bank. Rocco A. DelVecchio Mr. DelVecchio, age 71, has been a Director of the Company and a member of the Bank’s Board of Directors since January of 2026. Mr. DelVecchio is the former Chief Executive Officer of Merchants Bank and President & Chief Operating Officer of Lafayette Ambassador Bank. Mr. DelVecchio is active in the community serving as Board Chairman and director roles with regional organizations. Mr. DelVecchio’s background provides valuable knowledge of banking for the Company and Bank. Alan Silverman Mr. Silverman, age 67, has been a Director of the Company and member of the Bank’s Board of Directors since 2020. Mr. Silverman is a Certified Public Accountant for over thirty years and operates his own firm specializing in meeting the needs of the healthcare industry. He is one of the founders and CEO of PrimeMed P.C. Mr. Silverman has acted as President of not-for-profit nursing home corporations, serving the Medicaid community, and is a past President of Glen Oak Country Club. Mr. Silverman’s background provides valuable financial knowledge for the Company and Bank. Current Class C Directors (to serve until 2028) Brian J. Cali, Esquire Mr. Cali, age 73, has been a Director of the Company and a member of the Bank's Board of Directors since February of 2001. He is the managing owner of Brian J. Cali and Associates, a Pennsylvania law firm located in Dunmore, Pennsylvania. He has been a practicing attorney for over 40 years. Mr. Cali is also the owner of several businesses located in Northeastern Pennsylvania. Attorney Cali's law practice and the experience he has in the operation and management of several businesses provides a wealth of knowledge as a director and as Chairman. James Clemente Mr. Clemente, age 67, has been a Director of the Company and a member of the Bank’s Board of Directors since January of 2026. Mr. Clemente is a Managing Partner at Snyder & Clemente, bringing more than 45 years of experience in accounting and consulting. Mr. Clemente is active in the community having served as Board Chairman for Luzerne Bank and director roles with regional organizations. Mr. Clemente’s background provides valuable financial knowledge for the Company and Bank. Daniel J. Santaniello Mr. Santaniello, age 60, has been a Director of the Company and a member of the Bank’s Board of Directors since March 2011. Mr. Santaniello has served as President and Chief Executive Officer of the Corporation and Bank since December 2010. Mr. Santaniello had previously served as Vice President and Chief Operating Officer of the Company since May 2004. Mr. Santaniello has a broad knowledge of banking from his many years in the industry. Paul C. Woelkers Mr. Woelkers, age 66, has been a Director of the Company and a member of the Bank’s Board of Directors since July 2021. Mr. Woelkers founded Lackawanna Mobile X-Ray, spending his career growing the company throughout seven states in the Mid-Atlantic region and beyond. In 2010, he sold the company and is now President of Lackawanna Mobile X-Ray, acquiring 170 former clients back into his service fold. Mr. Woelkers served as a member of the Board of Directors of the former Landmark Bancorp Inc. Mr. Woelkers’ leadership experience in business provides valuable knowledge for the Company and Bank.

  5. EXECUTIVE COMPENSATION

    | ● | Base Pay | ● | Incentive Plan | | ● | Broad Based Benefits | ● | Retirement Plan | | ● | Profit Sharing Contributions | ● | Equity Based Compensation | | ● | Employee Stock Purchase Plan | ● | Perquisites |

  6. EXECUTIVE COMPENSATION

    Base Pay Base pay is a fixed amount of money paid to the executive and is the core of the Company's executive compensation, allowing a predictable level of income. It is paid in exchange for sustained performance of duties and responsibilities and is mainly determined by the position held, experience within the position, performance, longevity and benchmarking resources. There is no specific formula or weight used in determining the base pay, but each factor is reviewed separately in developing the amount. Gaining guidance from similar positions within the marketplace, input from compensation consultants, and reviews of peer banks of comparable asset size within the state assist in the determination. The Committee uses its business judgment and input from the Chief Executive Officer in determining the amount of increase in base pay to award the other named executive officers. Incentive Plan The Committee annually approves incentive plans for various areas of the Company, including an Annual Incentive Plan (AIP) covering the named executive officers. The incentive plans, as a part of overall compensation plans, provide an opportunity for reward for meeting and exceeding established performance goals as well as recognition of individual achievements. Its purpose is to motivate, reward and reinforce performance and achievement of the executive's team and individual goals in support of strategic objectives for growth and profitability. Linked to bank and individual performance factors, the plan provides a form of variable cash compensation. Factors and weighting, which are reviewed annually and may be updated from year to year, are determined at the beginning of each plan year. Actual performance is compared to the goals set and awards are determined based on meeting and exceeding the annual performance objectives. The plan focuses on achievement of the goals in support of the strategic objectives of the Company and the best interest of the shareholders. For the year 2025, the plan focused on goals of core net income, core deposit growth, average Key Performance Indicator score, and a board discretion component calculated against threshold, target and maximum performance measures. Broad Based Benefits The Company offers competitive and comprehensive benefit plans to all qualifying employees, including the named executives. The benefit plans offer additional incentive to recruit and retain employees. The plans, including health insurances, short and long-term disability programs, and term life insurance, help to protect the Company's employees from the financial consequences of being uninsured. Each executive is eligible to participate in these plans to the same extent as all other employees of the Company. Retirement Plan Consistent with the Company's Compensation Philosophy, the Company provides a 401(k) plan for all full-time employees and for part-time employees working over a certain threshold of hours, subject to certain eligibility requirements regarding age and length of employment. The Company provides up to a 6% match of employee contributions which incents employees to save for retirement. Contributions by the executives and subsequent bank matches are subject to the normal discrimination testing for 401(k) plans and are limited by those rules. Profit Sharing Contribution The 401(k) plan maintains a discretionary profit-sharing option with eligibility rules mirroring the 401(k) plus the requirement of being an active employee as of the plan's year end. Participation is inclusive of executives under the same terms. The Company may make a discretionary annual award to all eligible employees based on the Company's profitability. The Company believes that this plan encourages longevity with the Company and encourages the employees to assist in keeping the Company profitable. No profit-sharing contributions were made to employees in 2025. Equity Based Compensation Equity based compensation provides an incentive to attract, retain, and reward persons performing services for the Company through providing the means by which eligible executives may be given the opportunity to benefit from increases in value of the common stock through the granting of awards. In accordance with the Compensation Philosophy of the Bank, the Compensation Committee believes that incenting through equity-based compensation plans will advance the interests of the Company and its shareholders by motivating executives to contribute to the growth and profitability of the Company. In 2022, the Company approved the 2022 Omnibus Stock Incentive Plan to replace the 2012 Omnibus Stock Incentive Plan that is designed to provide stock-based compensation grants which can consist of stock options (qualified and non-qualified), SSARs, stock awards and restricted stock, stock units and restricted stock units, performance awards and directors' fees. The vesting period encourages management continuity and aligns the interests of the participants with those of the shareholders. In 2025, the Long-Term Incentive Plan (LTIP) set parameters for a one-year period. The awards in the LTIP are calculated following the end of the Company's 2025 fiscal year and are based on peer metrics of Core Net Income/Shareholders Equity (ROAE), Core Earnings per Share (EPS) and a board discretion component. Restricted Stock awards with a three-year vesting period were granted to named executives in February 2026 for the year 2025. Policies and Practices Related to the Timing of Certain Equity Awards While the Company does not have a formal written policy in place with regard to the timing of awards of options, stock appreciation rights or SSARs in relation to the disclosure of material nonpublic information, the Company does not seek to time equity grants to take advantage of information, either positive or negative, about the Company that has not been publicly disclosed. Clawback The LTIP contains a clawback provision wherein awards will be recalculated if the relevant performance factor upon which they are based is restated or otherwise adjusted within the thirty-six (36) month period following the public release of the financial information. Any material overpayments or adjustments required by law will be owed back to the Company. In the event the Corporation or Bank is required to prepare an account restatement because of the awardee's misconduct or fraudulent activity, then the awardee shall return and refund to the Bank the entire award that was received based upon the erroneous data. Employee Stock Purchase Plan An Employee Stock Purchase Plan is offered to all employees, including executives. The plan's purpose is to provide eligible employees with the opportunity to acquire or increase their ownership interest in the Company through the purchase of a limited number of shares of Company stock at a discounted price. This program assists in aligning the interests of the employees with those of the shareholders and it provides further incentive to employees to enhance the financial results of the Company. The Employee Stock Purchase Plan is an optional program with entry available at the beginning of each year. Supplemental Executive Retirement Plan

  7. EXECUTIVE COMPENSATION

    | ● | Change in control |

  8. EXECUTIVE COMPENSATION

    | ● | Non-renewal of employment agreement |

  9. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE The following discusses the relationship of compensation actually paid to named executive officers and the financial performance of the Company. Compensation is compared to performance metrics of the cumulative Total Shareholder Return and Net Income to provide shareholders with a more transparent, readily comparable, and understandable disclosure of executive compensation and to assess executive compensation actually paid relative to financial performance.

  10. PAY VS. PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) $ | Compensation Actually Paid to PEO(1) $ | Average Summary Compensation Table Total for Non-PEO NEOs(2) $ | Average Compensation Actually Paid to Non-PEO NEOs(3) $ | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) % | Net Income(5) $ | | 2025 | 1,263,329 | 1,240,541 | 643,531 | 736,202 | 2.28% | 28,198,330 | | 2024 | 998,371 | 863,318 | 500,626 | 455,397 | 0.54% | 20,793,676 | | 2023 | 865,183 | 1,039,025 | 432,043 | 494,668 | 30.31% | 18,209,518 |

  11. PAY VS. PERFORMANCE

    | (1) Daniel J. Santaniello was the Company's Principal Executive Officer (PEO) for each of the 2023, 2024 and 2025 fiscal years. |

  12. PAY VS. PERFORMANCE

    | (2) Salvatore R. DeFrancesco, Jr., Eugene J. Walsh, Michael J. Pacyna and Ruth G. Turkington were the Company's Non-PEO Named Executive Officers (NEOs) for each of the 2023 and 2024 fiscal years. Salvatore R. DeFrancesco, Jr. and Ruth G. Turkington were the Company’s Non-PEO Named Executive Officers (NEOs) for the 2025 fiscal year. |

  13. PAY VS. PERFORMANCE

    | (3) The amounts disclosed reflect the following adjustments to the amounts reported in the Summary Compensation Table. |

  14. PAY VS. PERFORMANCE

    | | 2025 | | 2024 | | 2023 | | | | PEO $ | Non-PEO NEOs $ | PEO $ | Non-PEO NEOs $ | PEO $ | Non-PEO NEOs $ | | Less Change in Pension Value & NQ Deferred Compensation Earnings | - | - | - | - | - | - | | Less Stock Award | (149,449) | (70,394) | (157,815) | (66,147) | (82,840) | (35,126) | | Increase for Fair Value of Awards Granted during Year that Remain Unvested as of Year End | 152,355 | 75,525 | 86,083 | 36,502 | 182,562 | 77,296 | | Change in Fair Value from Prior to Current Year End of Awards Granted Prior to the Year that were Outstanding & Unvested as of Year End | (25,876) | (5,441) | (57,918) | (10,902) | 57,750 | 13,712 | | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year that Vested during Year | (13,423) | (6,456) | (18,609) | (9,798) | 4,034 | 2,221 | | Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award(6) | 13,600 | 6,348 | 13,206 | 5,116 | 12,336 | 4,522 | | Total Adjustments | (22,793) | (418) | (135,053) | (45,229) | 173,842 | 62,625 |

  15. PAY VS. PERFORMANCE

    | (4) Computed based on a hypothetical investment of $100 in common stock on January 1, 2023, with dividends paid reinvested. |

  16. PAY VS. PERFORMANCE

    | (5) As reported on Company’s Consolidated Statements of Income for the applicable fiscal reporting year, as provided under Part II Item 8 of the Company’s Annual Report on Form 10-K. |

  17. PAY VS. PERFORMANCE

    | (6) Dividends earned on the restricted stock are forfeitable until the vesting date of the underlying restricted stock. |

  18. PAY VS. PERFORMANCE

    Relationship Between Compensation Actually Paid and Performance Measures Relationship Between Compensation Actually Paid to our PEO and the average of the Compensation Actually Paid to the Other NEOs and the Company's Cumulative Total Shareholder Return (TSR). From 2024 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 43.69% and 61.66% respectively, compared to a 322.22% increase in our TSR over the same time period. From 2023 to 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 16.91% and 7.94% respectively compared to a 98.22% decrease in our TSR over the same time period. Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Net Income. From 2024 to 2025, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 43.69% and 61.66% respectively, compared to a 35.61% increase in our Net Income over the same time period. From 2023 to 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 16.91% and 7.94% respectively, compared to a 14.19% increase in our Net Income over the same time period.

  19. Summary Compensation Table

    Summary Compensation Table The following table provides the annual and equity-based compensation for services rendered in all capacities to the Company and the Bank for the fiscal year ended December 31, 2025, for those persons who were: The current President and Chief Executive Officer, the Chief Financial Officer, and the Chief Consumer Banking Officer of the Company or Bank to the extent such person’s total exceeded $100,000.

  20. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(5) ($) | Option Awards(5) ($) | Nonequity Incentive Plan Compensation(4) ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(6) ($) | Total ($) | | Daniel J. Santaniello, | 2025 | 557,951 | - | 149,449 | - | 380,446 | - | 175,483(1) | 1,263,329 | | President and Chief Executive Officer of the Company and the Bank | 2024 | 490,385 | - | 157,815 | - | 175,000 | - | 175,171(1) | 998,371 | | Salvatore R. DeFrancesco, Jr., | 2025 | 341,838 | - | 71,725 | - | 158,730 | - | 115,528(2) | 687,821 | | Treasurer and Chief Financial Officer of the Company; Executive Vice President and Chief Financial Officer of the Bank | 2024 | 307,385 | - | 81,748 | - | 82,347 | - | 114,741(2) | 586,221 | | Ruth G. Turkington | 2025 | 306,730 | - | 69,063 | - | 130,101 | - | 93,347(3) | 599,241 | | Executive Vice President and Chief Consumer Banking Officer of the Bank | 2024 | 279,231 | - | 74,714 | - | 71,126 | - | 64,723(3) | 489,794 |

  21. Summary Compensation Table

    | (1) Figure represents the personal use value of a company automobile of $4,234 for 2025 and $3,609 in 2024. It also includes contributions for the 401(k) match and profit-sharing plan of $21,000 for 2025 and $20,700 in 2024. Included is $76 of life insurance premiums paid by the Company in 2025 and $75 in 2024. In addition, $7,566 was paid by the Company on behalf of Mr. Santaniello for country club and membership dues during 2025 and $8,180 in 2024. Also included is a contribution for the SERP of $142,608 in 2025 and $142,608 in 2024. | | (2) Figure represents automobile allowance of $10,800 in 2025 and $10,400 in 2024. It also includes contributions for the 401(k) match and profit-sharing plan of $21,000 in 2025 and $20,700 in 2024. Included is $76 of life insurance premiums paid by the Company in 2025 and $75 in 2024. In addition, $7,200 was paid by the Company on behalf of Mr. DeFrancesco for country club and membership dues during 2025 and $7,114 in 2024. Also included is a contribution for the SERP of $76,452 in 2025 and $76,452 in 2024. | | (3) Figure represents automobile allowance of $6,000 in 2025 and $6,000 in 2024. It also includes contributions for the 401(k) match and profit-sharing plan of $17,437 in 2025 and $13,623 in 2024. Included is $536 for life insurance premiums paid by the Company in 2025 and $675 in 2024. In addition, $4,370 was paid by the Company on behalf of Ms. Turkington for country club and membership dues during 2025 and $6,506 in 2024. Also included is a contribution for the SERP of $65,004 in 2025 and $34,919 in 2024. | | (4) Figures include awards received following the end of the fiscal year based on the reporting year’s performance metrics under the AIP for 2025 and 2024. | | (5) Figures include awards received following the end of the fiscal year based on the reporting year's performance metrics for restricted stock awarded under the LTIP in February 2025 based on $45.09 per share and in February 2026 based on $45.11 per share. | | (6) Figures include contributions to the Supplemental Executive Retirement Plan, under which Messrs. Santaniello, DeFrancesco vested on January 1, 2020 and Ms. Turkington who entered the plan on June 28, 2024. |

  22. Summary Compensation Table

    Employment Agreements Each named executive entered into a three-year term employment agreement with annual extensions unless either the Company or the named executive gives requisite notice of nonrenewal before the anniversary date. Agreement entry dates for each are:

  23. Summary Compensation Table

    | ● | Mr. Santaniello – March 23, 2011 |

  24. Summary Compensation Table

    | ● | Mr. DeFrancesco – March 17, 2016, replacing a previously executed change in control agreement and severance agreement dated December 31, 2008 |

  25. Summary Compensation Table

    | ● | Ms. Turkington – April 20, 2023 |

  26. Summary Compensation Table

    Under the terms of the employment agreements, in the event the named executive is terminated without cause, after a change in control, or by the named executive for good reason, the executive will receive two (2) times annual base salary plus benefits for two years. The executive is also bound by non-competition and non-solicitation provisions.

  27. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  28. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | | | - | | | | | | Daniel J. Santaniello | 10,720 | - | 49.50 | 02/05/2028 | 8,410(2) | 366,087 | | | 2,906 | - | 59.70 | 02/04/2029 | | | | | 3,623 | - | 26.17 | 02/06/2027 | | | | Salvatore R. DeFrancesco, Jr. | 5,740 | - | 49.50 | 02/05/2028 | 4,368(3) | 190,139 | | | 1,665 | - | 59.70 | 02/04/2029 | | | | Ruth G. Turkington | - | - | - | - | 3,232(4) | 140,689 |

  29. Outstanding Equity Awards at Fiscal Year-End

    | (1) All outstanding SSARs are currently vested and exercisable. |

  30. Outstanding Equity Awards at Fiscal Year-End

    | (2) The restricted stock vests 100% ending 2/21/2026 for 3,146 shares, ending 2/20/2027 for 1,764 shares, and ending 2/18/2028 for 3,500 shares. |

  31. Outstanding Equity Awards at Fiscal Year-End

    | (3) The restricted stock vests 100% ending 2/21/2026 for 1,614 shares, ending 2/20/2027 for 941 shares, and ending 2/18/2028 for 1,813 shares. |

  32. Outstanding Equity Awards at Fiscal Year-End

    | (4) The restricted stock vests 100% ending 6/8/2026 for 1,000 shares, ending 2/20/2027 for 575 shares, and ending 2/18/2028 for 1,657 shares. |

  33. Outstanding Equity Awards at Fiscal Year-End

    | (5) The market value was computed using the market price of the Company’s stock at the end of 2025 - $43.53 per share. |

  34. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION On March 29, 2017, the Company entered into separate supplemental executive retirement (SERP) agreements with Messrs. Santaniello and DeFrancesco pursuant to which the Company will credit an amount to a SERP account established for each participant’s behalf while they are actively employed by the Company for each calendar month from March 1, 2017, until the normal retirement age. The SERP account will be credited with interest at an annual rate equal to 4.00%, compounded monthly. This rate is fixed from plan inception until all payments are distributed. The SERP account is payable in 180 monthly installments commencing upon separation of service after attaining normal retirement age. If separation from service occurs following the first day of the fourth plan year for a reason other than death, disability or following a change in control, the participant will receive the SERP account balance at that date, payable in 60 monthly installments beginning at normal retirement age. If the executive terminates prior to the first day of the fourth plan year, the executive will forfeit all rights under the SERP. On January 1, 2020, Messrs. Santaniello and DeFrancesco met the service requirements to vest into accrued SERP benefits. On June 28, 2024, the Bank entered into a SERP with Ms. Turkington under the same considerations as afforded to Messrs. Santaniello and DeFrancesco. Ms. Turkington will meet the service requirements to vest into accrued SERP benefits on January 1, 2027.

  35. POTENTIAL PAYMENTS UPON TERMINATION

    POTENTIAL PAYMENTS UPON TERMINATION Payments under each executive's contracts as detailed below would be triggered by termination of executive's employment for cause, good reason, disability, death, voluntary separation absent good reason, involuntary termination absent cause, and in the event of a change in control. The value of equity awards was calculated using $43.53 per share, the closing market price of the Company’s common stock on December 31, 2025. The tables below show the payments upon termination of Messrs. Santaniello, DeFrancesco, and Ms. Turkington as of December 31, 2025:

  36. POTENTIAL PAYMENTS UPON TERMINATION

    | Form of Compensation: | Death ($) | Disability ($) | Cause ($) | Good Reason* ($) | Voluntary, Absent Good Reason ($) | Change in Control* ($) | Non- renewal ($) | Involuntary Without Cause* ($) | | Daniel J. Santaniello | | | | | | | | | | Severance | - | - | - | 1,140,000 | - | 1,140,000 | - | 1,140,000 | | Life Insurance | 1,710,000 | - | - | - | - | - | - | - | | SERP | 1,512,997 | 1,512,997 | - | - | - | 1,512,997 | - | - | | Equity awards: | | | | | | | | | | Restricted Stock SSARs | - | - | - | - | - | 366,087 | - | - | | | - | - | - | - | - | - | - | - | | Salvatore R. DeFrancesco, Jr. | | | | | | | | | | Severance | - | - | - | 686,400 | - | 686,400 | - | 686,400 | | Life Insurance | 1,029,600 | - | - | - | - | - | - | - | | SERP | 811,116 | 811,116 | - | - | - | 811,116 | - | - | | Equity awards: | | | | | | | | | | Restricted Stock SSARs | - | - | - | - | - | 190,139 | - | - | | | 62,907 | 62,907 | - | 62,907 | - | 62,907 | 62,907 | 62,907 | | Ruth G. Turkington | | | | | | | | | | Severance | - | - | - | 610,000 | - | 610,000 | - | 610,000 | | Life Insurance | 915,000 | - | - | - | - | - | - | - | | SERP | 106,423 | 106,423 | - | - | - | 106,423 | - | - | | Equity awards: | | | | | | | | | | Restricted Stock SSARs | - | - | - | - | - | 140,689 | - | - | | | - | - | - | - | - | - | - | - |

  37. POTENTIAL PAYMENTS UPON TERMINATION

    * Tables do not include cost of benefits On December 31, 2025, if the Company terminated any of the above named executive’s employment without cause, if executive terminated executive employment for good reason, or if executive employment terminated in connection with a change in control, he/she would have been entitled to a severance payment equal to two times executive current annual salary, payable on the first business day of the month following the date that is six months after executive termination from employment, and health care, life and disability benefits for two years. According to the split dollar agreement, if the named executive officer had died prior to separation from service, executive named beneficiary would have been entitled to the lesser of 3 times of the executive’s base salary as of the date of executive’s death or the net death proceeds. The vesting date is the earliest of disability, change in control, normal retirement age or the date the Board chooses to vest the executive in the benefits. If the named executive dies after separation from service which occurs after the vesting date, the executive’s beneficiary shall be entitled to the lesser of 2 times the highest base salary earned by the executive in any calendar year or the net death proceeds. According to the SERP agreement, if the named executive officer experienced a disability, the Company would pay the executive’s SERP account balance calculated as of the date of determination of disability paid in 60 consecutive monthly installments commencing on the month following disability. If a change in control occurred, the Company would have paid the executive the sum of the SERP account balance plus the present value of the expected remaining monthly amounts paid in 36 consecutive monthly installments commencing on the month following the change in control. In the event the executive died, the Company would have paid his beneficiary the SERP account balance, paid in 60 consecutive monthly installments commencing on the month following his death. In the event of a change in control, provided the named executive officer remained continuously employed with the Company, all unvested restricted stock would have immediately become and remained vested. If the Company terminated the named executive officer’s employment for any reason, except disability, death or cause, any vested SSARs on the date of termination may be exercised within 90 days after termination. In the case of death or disability, the executive or the executive’s beneficiary would have twelve months after termination to exercise the SSARs. In the event of a change in control, all outstanding SSARs would have immediately become and remained vested and exercisable. If after leaving the Company, the named executive officer engages in acts that violate the Company’s policies as set forth in the employment agreement, regarding non-competition, non-solicitation, confidentiality, or non-disparagement, in the judgement of the Compensation Committee, the entire amount of any incentive payments awarded to the executive under the long-term incentive plan during the most recent 12-month period shall be repaid in total. The executive shall also forfeit any non-distributed benefits under the SERP if the executive violates any of the provisions in the employment agreement regarding the covenant not to compete and unauthorized disclosures. This forfeiture provision shall not apply following a change in control.

  38. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Directors receive no remuneration for attendance at the Company’s Board of Directors meetings. However, the Bank pays each non-employee member of its Board of Directors a regular quarterly fee. During the first quarter of 2025, the Bank paid $8,750 to each non-employee Bank director for his or her services. In addition, the Chairman of the Board received an additional $3,750, the Audit Committee Chairman received an additional $2,500, and members of the Executive Committee received an additional $2,500. For the remaining three quarters of 2025, the Bank paid $10,625 per quarter to each non-employee Bank director for his or her services. In addition, the Chairman of the Board received an additional $6,250 per quarter, the Audit Committee Chairman received an additional $3,000 per quarter, and members of the Executive Committee received an additional $3,125 per quarter. The Bank does not compensate employee directors for attendance at Board of Directors meetings or committee meetings. In the aggregate, the Bank paid its directors $1,372,493 for all services rendered for 2025.

  39. Director Compensation Table

    Director Compensation Table

  40. Director Compensation Table

    | | Fees Earned | Stock | | | | or Paid in | Awards | Total | | Name | Cash ($) (1) | ($) | ($) | | Brian J. Cali | 120,000 | 85,671 | 205,671 | | Michael J. McDonald | 109,000 | 85,671 | 194,671 | | John T. Cognetti, William J. Joyce, Sr., HelenBeth G. Vilcek, Alan Silverman and Paul C. Woelkers, each | 85,625 | 85,671 | 171,296 | | Richard M. Hotchkiss | 30,000 | 85,671 | 115,671 |

  41. Director Compensation Table

    | (1) Includes a $45,000 bonus for each Director over and above their regular Director, Chairman and Committee fees for 2025, paid in the first quarter of 2026 except for Mr. Hotchkiss, who retired from the board in September 2025. |

  42. Director Compensation Table

    2022 Omnibus Stock Incentive Plan The Company maintains an omnibus stock incentive plan (the “2022 Omnibus Plan”) that was approved by the shareholders at the 2022 Annual Meeting. The 2022 Omnibus Plan replaced the 2012 Omnibus Plan and the 2012 Director Stock Incentive Plan and will expire on, and no stock-based awards will be granted after the year 2032. The purpose of this plan is to advance the development, growth and financial condition of the Company and each subsidiary thereof, by providing incentives through participation in the appreciation in the value of the Company’s common stock. In return, the Company hopes to secure, retain and motivate directors and employees who may be responsible for the supervision, operation and for the management of the affairs of the Company and any subsidiary now or hereafter existing by aligning the interest of its employees and directors with the interest of its shareholders. In the 2022 Omnibus Plan, the Company reserves 500,000 shares of its no-par common stock for issuance under the plan. In the 2022 Omnibus Plan, directors and employees are eligible to be awarded stock-based compensation grants which can consist of stock options (qualified and non-qualified), SSARs, stock awards and restricted stock, stock units and restricted stock units, performance awards and directors’ fees.

  43. Director Compensation Table

    | Grant of Equity Based Awards | | | | | | | | | Grant Date | Shares of Stock | | Name | Grant Date | Shares # | Fair Value ($) | Not Vested (#)(1) | | Brian J. Cali | February, 2025 | 1,900 | 85,671 | 3,401 | | John T. Cognetti | February, 2025 | 1,900 | 85,671 | 3,401 | | Michael J. McDonald | February, 2025 | 1,900 | 85,671 | 3,401 | | Richard M. Hotchkiss(2) | February, 2025 | 1,900 | 85,671 | 3,401 | | William J. Joyce, Sr. | February, 2025 | 1,900 | 85,671 | 3,401 | | Alan Silverman | February, 2025 | 1,900 | 85,671 | 3,401 | | HelenBeth G. Vilcek | February, 2025 | 1,900 | 85,671 | 3,401 | | Paul C. Woelkers | February, 2025 | 1,900 | 85,671 | 3,401 |

  44. Director Compensation Table

    | (1) The 2025 Grant vests over a 3-year period, 33 1/3% per year ending in February 2028. | | (2) Mr. Hotchkiss retired from the board in September 2025. |

  45. Director Compensation Table

    In February 2025, the Company granted 1,900 restricted shares each to its Board of Directors. On the date of grant, the value of the Company’s common stock was $45.09 per share. The grants, valued at an aggregate grant date fair value computed in accordance with FASB ASC Topic 718 will vest over a three-year period, 33 1/3% each year from the date of grant; the Company expects to recognize compensation expense of $685,368. The 2025 grants were awarded from the Plan. For more information on this plan, refer to the “Equity Compensation Plan Information.” In February 2026, the Company granted 2,500 restricted shares each to its Board of Directors except for Messrs. DelVecchio and Clemente, who received 500 shares each. On the date of grant, the value of the Company’s common stock was $45.11 per share. The grants, valued at an aggregate grant date fair value computed in accordance with FASB ASC Topic 718 will vest over a three-year period, 33 1/3% each year from the date of grant; the Company expects to recognize compensation expense of $834,535. The 2026 grants were awarded from the Plan. For more information on this plan, refer to the “Equity Compensation Plan Information.”