Keith Eckel

About Keith W. Eckel

Keith W. Eckel, age 78, was appointed as a director of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company effective July 1, 2024, upon closing of the FNCB merger; he had served on the boards of FNCB and FNCB Bank since 2014 . He is independent under Nasdaq listing standards and served during a year when the board met 12 times; each director attended at least 75% of board and committee meetings during their service period . He is nominated for election at the 2025 annual meeting (term to 2028) pursuant to the merger-related exception to the company’s mandatory retirement age policy .

Past Roles

External Roles

Board Governance

• Independence: The board affirmatively determined Mr. Eckel is independent under Nasdaq standards; all current members of the audit and nominating/governance committees are independent .
• Committee Assignments and Activity:
  • Audit Committee: Member; the committee met 5 times in 2024; chair is Thomas J. Melone, CPA .
  • Nominating and Corporate Governance Committee: Member; the committee met 2 times in 2024 .
• Attendance and Engagement: Each director attended at least 75% of board and committee meetings during their service period in 2024; all then-serving directors attended the 2024 annual meeting .
• Board Refreshment/Retirement Policy: PFIS has a mandatory retirement age of 73 with an exception adopted in connection with the FNCB merger allowing eligible directors one additional 3-year term; Mr. Eckel is nominated under this exception for the 2025 election .

Fixed Compensation

Program structure for non-employee directors:

• Annual cash retainer $20,000; board meeting fee $2,000; committee meeting fee $500; certain advisory meetings $300; annual stock award target value $15,000; additional monthly chair stipends (e.g., Audit Chair $417; Compensation Chair $292; Nominating Chair $250; various Bank and IT/ESG chairs $209) .

2024 actual compensation for Mr. Eckel:

Additional equity grant detail: As a legacy FNCB non-employee director serving as of December 31, 2024, he received an award of 140 shares of restricted stock on January 31, 2025, fully vested at grant; grant-date closing price was $50.79 per share .

Performance Compensation

• Non-employee director equity awards are not performance-based; the January 31, 2025 director awards were fully vested upon grant (i.e., no performance metrics) .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep insurance and agribusiness expertise; former Chair of Nationwide Mutual Insurance Company and Allied Group; leadership in agriculture at state and national levels (Pennsylvania Farm Bureau; American Farm Bureau Executive Committee) .
• Governance experience across financial services and asset management (Chair, Gartmore Global Asset Management Trust) and non-profit/education sectors (Penn State Emeritus Trustee) .

Equity Ownership

As of March 3, 2025:

Ownership alignment policies:

• Director stock ownership guideline: non-employee directors must beneficially own stock equal to 4x annual retainer; directors have 5 years to comply; as of December 31, 2024, each non-employee director was in compliance .
• Pledging: No pledging of shares is disclosed for Mr. Eckel in the beneficial ownership table or its footnotes .

Governance Assessment

• Strengths

  • Independence affirmed; serves on key oversight committees (Audit; Nominating & Governance) supporting board effectiveness and risk oversight .
  • Solid attendance culture and committee activity levels; all directors, including 2024 appointees, met at least 75% attendance during their service period .
  • Clear director pay structure with modest cash retainer plus equity; ownership guidelines of 4x retainer and reported compliance bolster alignment .
  • No specific related-party transactions involving Mr. Eckel disclosed; board’s independence assessment considered loans, leases, and arm’s-length purchases and found no impairment; robust related-party review procedures in place (audit committee oversight) .

• Watch items / potential red flags

  • Mandatory retirement policy exception: Mr. Eckel (age 78) is nominated for a new 3-year term pursuant to a merger-related exception, which can raise refreshment and succession-planning considerations for investors focused on board renewal .
  • Director equity awards were fully vested at grant (January 31, 2025), providing less long-term retention incentive than time-vested awards; investors may prefer time-vested director equity to strengthen long-term alignment .

• Compensation mix and process

  • 2024 director pay for Mr. Eckel comprised cash fees and an equity grant consistent with PFIS’s program; the compensation committee engaged Pearl Meyer in 2024 to review executive and director compensation (broader program context) .

• Committee independence and financial oversight

  • Audit committee membership is fully independent; multiple members (not including Mr. Eckel) designated as “audit committee financial experts”; audit committee met 5 times in 2024 and oversees related-party transactions, internal controls, and auditor independence .

• Shareholder engagement and accountability

  • All then-serving directors attended the 2024 annual meeting; the board’s nominating/governance committee handles board composition, governance policies, and succession planning .