Peoples Financial Services (PFIS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 9, 2025, to elect five directors, amend bylaws to limit director/officer liability, approve executive compensation, and ratify the external auditor for 2025.

• Shareholders of record as of March 3, 2025, are eligible to vote; a majority quorum is required.

• The board recommends voting in favor of all proposals and provides multiple voting methods, including online, phone, and mail.

• Forward-looking statements highlight risks such as economic conditions, regulatory changes, and integration of the FNCB merger.

Voting matters and shareholder proposals

• Proposals include electing five directors for three-year terms, amending bylaws to limit personal liability of directors/officers, advisory approval of executive compensation, and ratification of Baker Tilly US, LLP as auditor.

• Amending the bylaws requires 75% shareholder approval; other proposals require a majority.

• Shareholders can submit proposals and director nominations for future meetings, subject to advance notice and compliance with bylaws.

Board of directors and corporate governance

• The board consists of 15 directors, classified into three classes, with recent additions following the FNCB merger.

• All director nominees are incumbents with diverse backgrounds in business, law, finance, and community service.

• The board and all committees meet Nasdaq independence standards; all directors attended at least 75% of meetings in 2024.

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

• The nominating committee emphasizes diversity, integrity, and relevant experience in director selection.