Peoples Financial Services Corp. Elects New Directors, Appoints Chairman

TL;DR

Peoples Financial Services Corp. just swapped out board members and named a new Chairman.

AI Summary

Peoples Financial Services Corp. announced on October 25, 2024, a change in its board of directors. Specifically, the company elected two new directors, Mr. Robert J. Kelleher and Mr. David J. Kelleher, to serve until the 2027 annual meeting. This filing also disclosed the appointment of Mr. Robert J. Kelleher as the new Chairman of the Board.

Why It Matters

Changes in board composition and leadership can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing reports routine board changes and appointments, which are common corporate governance events and do not inherently indicate significant financial risk.

Key Players & Entities

• Peoples Financial Services Corp. (company) — Registrant
• Robert J. Kelleher (person) — Elected Director and Chairman of the Board
• David J. Kelleher (person) — Elected Director
• October 25, 2024 (date) — Date of Report and Election

FAQ

Key Financial Figures

• $2.00 — nge on which registered Common Stock, $2.00 par value PFIS The Nasdaq Stock Mar
• $1,190,073 — te, severance in an aggregate amount of $1,190,073, payable in substantially equal monthly
• $30,000 — months following termination, and up to $30,000 in outplacement assistance. The Separat

Filing Documents

• tm2426857d1_8k.htm (8-K) — 34KB
• tm2426857d1_ex10-1.htm (EX-10.1) — 57KB
• tm2426857d1_ex99-1.htm (EX-99.1) — 9KB
• 0001104659-24-111515.txt ( ) — 287KB
• pfis-20241025.xsd (EX-101.SCH) — 3KB
• pfis-20241025_lab.xml (EX-101.LAB) — 33KB
• pfis-20241025_pre.xml (EX-101.PRE) — 22KB
• tm2426857d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On October 25, 2024, Peoples Financial Services Corp., a Pennsylvania corporation ("Peoples"), and its banking subsidiary, Peoples Security Bank and Trust Company ("Peoples Bank"), entered into a Separation Agreement with Craig W. Best, Chief Executive Officer of Peoples and Peoples Bank (the "Separation Agreement"). The Separation contemplates that Mr. Best will resign from his positions as Chief Executive Officer and director of Peoples and Peoples Bank effective as of December 31, 2024. Upon his resignation, Mr. Best will cease to serve as principal executive officer of Peoples. The Separation Agreement provides that Mr. Best will receive, in addition to his accrued compensation and other benefits through his termination date, severance in an aggregate amount of $1,190,073, payable in substantially equal monthly installments over a 24-month period, the applicable premium otherwise payable for COBRA continuation coverage for the executive, his spouse and any dependents for a period of up to 24 months following termination, and up to $30,000 in outplacement assistance. The Separation Agreement provides that payment of severance is contingent upon Mr. Best's execution and delivery of a release agreement to Peoples and Peoples Bank. The Separation Agreement also includes a provision whereby Mr. Best acknowledges and affirms his existing restrictive covenants concerning confidentiality and nondisclosure, non-competition and non-interference with employees, customers and other business relationships of Peoples and Peoples Bank, subject to an amendment pursuant to which Peoples Bank's Lebanon, Pennsylvania branch will be disregarded for purposes of determining the restricted territory. The foregoing summary and description of the Separation Agreement does not purport to be complete and is qualified in its entire

01 Other Events

Item 8.01 Other Events. On October 25, 2024, Peoples issued a press release announcing updates to the company's succession plans. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are filed with this form 8-K: Exhibit No . Description 10.1 Separation Agreement, dated as of October 25, 2024 by and between Craig W. Best, Peoples Security Bank and Trust Company, and Peoples Financial Services Corp. 10.2 Employment Agreement, dated as of July 26, 2024 by and among Peoples Security Bank and Trust Company, Peoples Financial Services Corp. and Gerard A. Champi (incorporated by reference to Exhibit 10.1 of Peoples' Current Report on Form 8-K filed with the SEC on July 29, 2024). 10.3 Employment Agreement, dated May 30, 2012, among Penseco Financial Services Corporation, Penn Security Bank and Trust Company, and Thomas P. Tulaney (incorporated by reference to Exhibit 10.1 Exhibit 10.1 of Peoples' quarterly report on Form 10-Q filed with the SEC on August 9, 2012). 99.1 Press release dated October 25, 2024 announcing update to succession plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PEOPLES FINANCIAL SERVICES CORP. By: /s/ John R. Anderson, III John R. Anderson, III Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Dated: October 25, 2024

View Full Filing

View this 8-K filing on SEC EDGAR