Fidelity D & D Bancorp (FDBC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 6, 2025, to elect four Class C directors, ratify the independent auditor, and conduct advisory votes on executive compensation and its voting frequency.

• Shareholders of record as of March 12, 2025, are eligible to vote in person or by proxy via internet, phone, or mail.

• Proxy materials, including the 2024 Annual Report, are available online and by request.

Voting matters and shareholder proposals

• Election of four Class C directors for three-year terms: Brian J. Cali, Richard M. Hotchkiss, Daniel J. Santaniello, and Paul C. Woelkers.

• Ratification of Wolf & Company, P.C. as independent registered public accounting firm for 2025.

• Non-binding advisory vote on executive compensation (say-on-pay).

• Non-binding advisory vote on the frequency of say-on-pay votes, with the board recommending every three years.

• Other business may be transacted as properly presented.

Board of directors and corporate governance

• Board consists of nine members, with a majority meeting Nasdaq independence standards.

• Separate roles for CEO and Chairman to enhance governance and strategic oversight.

• Five standing committees: Executive, Compensation, Audit, Governance, and Nominating; all committees meet independence requirements.

• Board emphasizes diversity, integrity, and experience in director nominations.

• Shareholder proposals and director nominations must follow by-law procedures and SEC rules.