William Bracey

About William G. Bracey

Independent director of Peoples Financial Services Corp. (PFIS); age 70; appointed July 1, 2024 via the FNCB merger agreement after serving on the boards of FNCB Bancorp, Inc. and FNCB Bank since 2014. Bracey owns and operates three ShopRite supermarkets (Daleville, Moosic, Mount Pocono, PA) plus several retail businesses (two Ace Hardware stores, a Hallmark Gold Crown store, and Plociniak Fuel Services), bringing 40+ years of entrepreneurial and corporate management experience and deep regional retail expertise to the PFIS board . The PFIS board has affirmatively determined Bracey is independent under Nasdaq listing standards .

Past Roles

External Roles

Board Governance

• Independence: Bracey is one of 15 directors the board affirmed as independent under Nasdaq standards; all members of Audit, Compensation, and Nominating committees are independent per Nasdaq’s heightened criteria .
• Committee memberships: Audit Committee (not a chair; committee met 5 times in 2024) ; Compensation Committee (not a chair; committee met 7 times in 2024) .
• Attendance: In 2024, the board met 12 times; each director attended at least 75% of board and committee meetings during their service period; all then‑serving directors attended the 2024 annual meeting .
• Shareholder votes (2025): Bracey received 5,632,995 votes “For” vs 72,798 “Against” (23,784 abstain; 1,749,307 broker non‑votes), the strongest support among nominees; Say‑on‑Pay passed (5,238,315 For); auditor ratification passed; a bylaw exculpation amendment failed to meet the 75% supermajority (5,221,401 For vs 456,348 Against) .

Fixed Compensation

Performance Compensation

• PFIS targets an annual director equity grant of ~$15,000 based on December average closing price, but legacy FNCB directors received 140 fully vested RS shares on Jan 31, 2025; Bracey’s 2024 reported stock awards totaled $7,206 reflecting partial‑year post‑merger service .
• No performance metrics apply to director compensation; equity is time‑based and fully vested at grant for the director program disclosed .

Other Directorships & Interlocks

• PFIS discloses related‑party loans to directors under board‑approved procedures and at market terms; specific 2024 transactions named involved DeNaples Sr. and JJS Family Partnership (Coccia), not Bracey . Audit Committee oversees related‑party transactions; approvals require disinterested directors and full disclosure .

Expertise & Qualifications

• 40+ years of entrepreneurial and corporate management in regional retail; deep community relationships; knowledge of retail business climate; adds customer/market perspectives important to a community bank .
• Independent director service across Audit and Compensation committees provides oversight breadth; he is not designated as an “audit committee financial expert” (Lambert, Lochen, Melone are) .

Equity Ownership

• Director stock ownership guideline: non‑employee directors must own PFIS stock equal to 4× annual retainer; all non‑employee directors were in compliance as of Dec 31, 2024 .
• Section 16(a) compliance: PFIS reports some late Form 4s for certain individuals in 2024, but Bracey is not listed among late filers, indicating timely reporting .

Governance Assessment

• Positives
  • Strong shareholder support: Bracey received the highest “For” votes among 2025 nominees, signaling high investor confidence .
  • Independence affirmed under Nasdaq; member of both Audit and Compensation committees, enhancing oversight breadth .
  • Ownership alignment: meets director ownership guidelines; hedging/monetization prohibited; beneficial ownership includes meaningful stake via operating company .
  • Attendance: all directors met at least 75% attendance and attended 2024 annual meeting .
• Watch items / RED FLAGS
  • Exculpation bylaw amendment failed to reach the 75% supermajority, suggesting shareholder sensitivity toward expanding director/officer liability protections; continued investor engagement advisable .
  • Dual committee workload (Audit and Compensation) increases governance responsibilities; ensure continued attendance and preparation (board reports aggregate attendance only) .
  • Retail business ownership could imply ordinary‑course banking relationships; PFIS indicates related‑party loans are at market terms and overseen by disinterested directors via Audit Committee procedures; monitor for any future material transactions .

Director Compensation (Bracey) – 2024 Detail

Committee Assignments (2024)

Shareholder Voting Signals (2025)

Notes on Related‑Party and Conflicts

• PFIS discloses related‑party loans to directors/executives are approved by disinterested board members, at market terms and collateral, and not problematic; 2024 specific financings disclosed involved DeNaples Sr. and JJS Family Partnership (Coccia) purchasing subordinated notes; no Bracey‑specific material related‑party transaction disclosed (> $120,000) .
• Audit Committee oversees related‑party transactions; procedures require full disclosure, independent appraisals for property transactions, and disinterested votes; interested directors abstain .

Insider Trades

• Section 16(a) summary indicates timely filings for most insiders; late filings listed did not include Bracey for 2024, a positive compliance signal .
• Attempted to source Form 4 transaction details for Bracey; not available within current PFIS proxy/8‑K documents. PFIS indicates director equity awards and ownership; no additional insider transaction detail specific to Bracey was disclosed in these filings .

Closing Implications

• Bracey’s strong shareholder support, independence, dual committee roles, and compliance with ownership guidelines are supportive of investor confidence. Monitor any future related‑party exposures stemming from retail businesses, and note that the failure of the exculpation amendment suggests heightened shareholder scrutiny of director liability protections going forward .