Peoples Financial Services (PFIS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 9, 2025, with shareholders voting on director elections, bylaw amendments, executive compensation, and auditor ratification.

• Five directors are nominated for election to serve until 2028; all are incumbent directors with significant business and community experience.

• A bylaw amendment is proposed to limit personal liability of directors and officers for monetary damages, aligning with recent changes in Pennsylvania law.

• Shareholders will vote on an advisory basis on executive compensation and on the ratification of Baker Tilly US, LLP as the independent auditor for 2025.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include: election of five directors, bylaw amendment for director/officer liability, advisory vote on executive compensation, and auditor ratification.

• Approval of the bylaw amendment requires at least 75% of outstanding shares; other proposals require a majority of votes cast.

• Shareholders may submit proposals and director nominations for future meetings, subject to advance notice and procedural requirements.

Board of directors and corporate governance

• The board is classified into three classes, with staggered three-year terms; recent merger increased board size and diversity.

• All current directors, except the former CEO, are considered independent under Nasdaq standards.

• Committees include audit, compensation, nominating/governance, information technology, and ESG.

• Board leadership is separated among chairman, CEO, and president roles to enhance oversight and succession planning.

• Share ownership policy requires non-employee directors to own stock equal to four times their annual retainer.