🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Peoples Financial Services Corp. It's the official invitation and instruction sheet for shareholders ahead of the 2026 Annual Meeting. The company is asking its owners (shareholders) to vote on several important matters, from electing directors to approving the pay for top executives.

🏢 What The Company Does

👉 In simple terms, Peoples Financial Services Corp. is a traditional bank holding company. Its primary business is operating Peoples Security Bank and Trust Company, which provides banking and financial services to individuals and businesses, mainly in Pennsylvania and surrounding areas.

📅 Meeting & Voting Logistics

The 2026 Annual Meeting will be held virtually on Friday, May 22, 2026, at 9:00 a.m. Eastern Time. Shareholders can attend, ask questions, and vote online by visiting: www.virtualshareholdermeeting.com/PFIS2026.

• Record Date: You must have been a shareholder by the close of business on March 2, 2026, to vote.
• Quorum Needed: To hold a valid meeting, shareholders representing at least 50% of all voting shares must be present (in person online or by proxy).
• How to Vote: You can submit your proxy online at www.proxyvote.com, by phone at 1-800-690-6903, or by mail before the meeting.

🗳️ The 5 Proposals You're Voting On

The board recommends a "FOR" vote on all proposals. Here’s what each one means:

1. ELECT DIRECTORS: Vote to elect four directors (Sandra L. Bodnyk, Joseph Coccia, Joseph L. DeNaples, and Ronald G. Kukuchka) to serve until 2029.
2. SAY-ON-PAY: An advisory vote to approve the compensation of the company's top executives. It's non-binding but shows shareholder sentiment.
3. SAY-ON-FREQUENCY: An advisory vote on how often to hold the "Say-on-Pay" vote in the future. The board recommends voting for every 1 year.
4. INCREASE EQUITY PLAN SHARES: A proposal to amend the 2023 Equity Incentive Plan to increase the total shares available for awards to 300,000. (This is a key item – more on this below).
5. RATIFY AUDITORS: To approve the appointment of Baker Tilly US, LLP as the independent accounting firm for 2026.

📦 Key Proposal Deep Dive: The Equity Plan Increase

This is the most substantive proposal. The company wants to increase the number of shares reserved for its employee equity incentive plan from about 120,000 to 300,000 shares.

• Why it matters: Equity awards (like stock options and restricted stock) are a major tool to attract, retain, and motivate employees. A larger pool gives the company flexibility, especially important after its recent merger with FNCB Bancorp, Inc. (which closed July 1, 2024), to align the interests of all employees with shareholders.
• The Details: As of March 23, 2026, the company had 596 eligible employees, directors, and consultants. The plan allows for various award types. The current stock price used for reference was $52.76.

👥 Board & Governance Snapshot

The board is currently structured into three classes with staggered terms. Fourteen directors are listed, a mix from the legacy Peoples board and directors from the acquired FNCB.

• Board Leadership: William E. Aubrey II is the Chairman, and Gerard A. Champi is the CEO & President.
• Committees: Key board committees (Audit, Compensation, Nominating, etc.) are filled with directors whose biographies highlight expertise in banking, law, accounting, and local business leadership.
• Family Ties: Note that director nominees Joseph L. DeNaples and Vice Chairman Louis A. DeNaples, Sr. are nephew and uncle, respectively.

🚀 What's Next & Strategic Context

This meeting follows a significant event: the completion of the merger with FNCB Bancorp, Inc. on July 1, 2024. The proposed increase in the equity plan is a direct post-merger integration step to unify compensation and incentives across the combined employee base. The board's focus is on consolidating the merger and driving the company forward as a larger entity.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: The company is acting on post-merger integration (unified board, compensation plans). It has a deep-rooted, experienced board with strong local community ties. The clear, virtual meeting format promotes shareholder engagement.
• ⚠️ Risks: Mergers carry execution risk—integrating cultures and systems is challenging. The ask for more equity plan shares could be seen as dilutive to existing shareholders, though it's a common practice. Executive compensation, while recommended for approval, will face shareholder scrutiny.

🧠 The Analogy

This proxy statement is like a community town hall agenda after two neighboring towns merged. The residents (shareholders) are being asked to formally elect the new joint council (directors), approve the mayor's and town managers' pay (say-on-pay), decide how often to revisit that pay, agree to fund a new joint employee bonus pool (equity plan increase), and confirm the town's new accountant (auditors).

🧩 Final Takeaway

This is a post-merger governance and alignment filing. Peoples Financial Services is solidifying its combined board and, most importantly, seeking shareholder approval to expand its employee equity pool—a critical step to retain talent and align incentives across the newly enlarged company. The core message is about integrating, incentivizing, and moving forward as one stronger organization.