(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
__
|
Check
if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Indentify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
previously paid:
|
(2)
|
Form,
schedule or registration statement
No.:
|
(3)
|
Filing
party:
|
(4)
|
Date
filed:
|
1)
|
Election
of two Class II Directors to hold office for three years from the date of
election and until his successor(s) shall have been elected and qualified;
and
|
2)
|
Any
other matters that properly come before the
meeting.
|
PROXY
STATEMENT
|
3
|
Proxies
|
3
|
Required
Vote
|
3
|
Cost
of Proxy Solicitation
|
3
|
Advance
Notice Procedures
|
3
|
Directors
Selection Process
|
4
|
Shareholder
Communications
|
4
|
GOVERNANCE
OF THE COMPANY
|
5
|
Director
Attendance
|
5
|
Director
Independence
|
5
|
Chairman
of the Board
|
5
|
The
Board's Role in Enterprise Risk Oversight
|
6
|
Committees
of the Board of Directors
|
6
|
Compensation
of Directors
|
8
|
Relationship
with Independent Public Accountants
|
8
|
Section
16(a) Beneficial Ownership Reporting Compliance
|
8
|
BENEFICIAL
OWNERSHIP OF PEOPLES FINANCIAL SERVICE CORP. HELD BY
PRINCIPAL
SHAREHOLDERS AND MANAGEMENT
|
9
|
ELECTION
OF DIRECTORS
|
10
|
Nominees
for Terms Expiring in 2013
|
10
|
Directors
Whose Terms Will Expire in 2011
|
11
|
Directors
Whose Terms Will Expire in 2012
|
11
|
COMPENSATION
DISCUSSION AND ANALYSIS
|
11
|
Overview
of Objectives
|
11
|
Components
of the Compensation Program
|
12
|
Base
Salary
|
12
|
Annual
Cash Incentives
|
12
|
Benefits
|
13
|
Employee
Stock Ownership Plan (“ESOP”)
|
13
|
401(k)
and Profit Sharing Plan
|
13
|
Health
Insurance
|
13
|
Supplemental
Employee Retirement Plan
|
13
|
Employee
Agreements
|
13
|
Change
in Control Agreements
|
14
|
Perquisites
|
14
|
Impact
of Prior Compensation in Setting Elements of
Compensation
|
14
|
The
Role of the Compensation Committee
|
14
|
Accounting
and Tax Treatments
|
14
|
Material
Difference in Compensation
|
15
|
Benchmarking
|
15
|
Other
Matters
|
15
|
COMPENSATION
COMMITTEE REPORT
|
15
|
Compensation
Committee Interlocks and Insider Participation
|
16
|
EXECUTIVE
COMPENSATION
|
16
|
Summery
Compensation Table
|
16
|
Employee
Stock Ownership Plan (“ESOP”)
|
16
|
401(k)
|
17
|
Employment
Agreements
|
17
|
Change
in Control Agreements
|
17
|
Amounts
Owed if a Triggering Event had Taken Place
|
18
|
Outstanding
Equity Awards at Fiscal Year End December 31, 2009
|
18
|
Option
Exercises and Stock Vested Table
|
18
|
Pension
Benefits
|
18
|
RELATIONSHIPS
AND OTHER RELATED TRANSACTIONS
|
18
|
REPORT
OF THE AUDIT COMMITTEE
|
19
|
DIRECTORS
AND EXECUTIVE OFFICERS
|
21
|
OTHER
MATTERS THAT MAY BECOME BEFORE THE ANNUAL MEETING
|
22
|
•
|
the
prospective nominee’s standards of integrity, commitment and independence
of thought and judgment;
|
•
|
the
prospective nominee’s ability to dedicate sufficient time, energy and
attention to the diligent performance of his or her duties, including the
prospective nominee’s service on other public company
boards;
|
•
|
the
extent to which the prospective nominee contributes to the range of
talent, skill and expertise appropriate for the Board;
and
|
•
|
the
extent to which the prospective nominee helps the Board reflect the
diversity of the Company’s shareholders, employees, customers and guests
and the communities in which it
operates.
|
•
|
Presiding
over all meetings of the Board of Directors and shareholders, including
regular executive sessions of non-management Directors of the
Board;
|
•
|
Establishing
the annual agenda of the Board and agendas of each meeting in consultation
with the Chief Executive Officer;
|
•
|
Advising
Committee Chairs, in consultation with the Chief Executive Officer, on
meeting schedules, agendas and information needs for the Board
committees;
|
•
|
Defining
the subject matter, quality, quantity and timeliness of the flow of
information between management and the Board and overseeing the
distribution of that information;
|
•
|
Coordinating
periodic review of management’s strategic plan for the
Company;
|
•
|
Leading
the Board review of the succession plan for the Chief Executive Officer
and other key members of senior
management;
|
•
|
Coordinating
the annual performance review of the Chief Executive
Officer;
|
•
|
Consulting
with Committee Chairs about the retention of advisors and
experts;
|
•
|
Acting
as the principal liaison between the independent Directors and the Chief
Executive Officer on sensitive
issues;
|
•
|
Working
with the Governance and Nominating Committee to develop and maintain the
agreed-on definitions of the role of the Board and the organization
processes and governance guidelines necessary to carry it
out;
|
•
|
After
consulting with other Board members and the Chief Executive Officer,
making recommendations to the Governance and Nominating Committee as to
the membership of various Board Committees and Committee
Chairs;
|
•
|
Working
with management on effective communication with shareholders, including
being available for consultation and direct communication upon the
reasonable request of major
shareholders;
|
•
|
Encouraging
active participation by each member of the Board;
and
|
•
|
Performing
such other duties and services as the Board may
require.
|
Name
|
Fees
Earned or Paid in Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change
in Pension Value and Non-Qualified Deferred Compensation
Earnings
|
All
Other Compensation (1)
|
Total
|
||||||||||||
William
E. Aubrey
|
$ | 36,400 | $ | 36,400 | |||||||||||||||
Ronald
G. Kukuchka
|
$ | 25,800 | $ | 25,800 | |||||||||||||||
John
W. Ord
|
$ | 7,400 | $ | 7,400 | (2) | ||||||||||||||
Russell
D. Shurtleff
|
$ | 29,450 | $ | 545 | $ | 29,995 | (3) | ||||||||||||
George
H. Stover, Jr.
|
$ | 27,600 | $ | 1,825 | $ | 29,425 | |||||||||||||
Joseph
T. Wright, Jr.
|
$ | 11,400 | $ | 11,400 |
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of
Common
Class
|
||||
CEDE
& CO (1)
New
York, NY
|
701,566 Shares
|
22.37 | % | |||
Employee
Stock Ownership Plan
of
Peoples National Bank (2)
Hallstead,
PA
|
157,326 Shares
|
5.02 | % |
(1)
|
Holds
shares of various brokerage firms, banks or other nominees on behalf of
individual shareholders, commonly referred to as shares held in “street
name”.
|
(2)
|
Shares
held by various employees and former employees of Peoples National
Bank.
|
Directors
and Executive Officers
|
Amount
and Nature of
*Beneficial
Ownership
|
Percent
of Common Class
|
|||||
William
E. Aubrey II
|
15,783 | .50 | % | ||||
Alan
W. Dakey
|
1,370 | .04 | % | ||||
Debra
E. Dissinger
|
13,844 | .44 | % | (1) | |||
Joseph
M. Ferretti
|
2,152 | .07 | % | (2) | |||
Ronald
G. Kukuchka
|
16,577 | .53 | % | (3) | |||
Richard
S. Lochen, Jr.
|
8,060 | .26 | % | (4) | |||
George
H. Stover, Jr.
|
77,499 | 2.47 | % | (5) | |||
Earle
A. Wootton
|
5,532 | .18 | % | ||||
Joseph
T. Wright, Jr.
|
11,092 | .35 | % | ||||
All
Directors and Executive Officers as a Group
|
151,909 | 4.84 | % |
(1)
|
Includes
12,421 shares under the Company’s Employee Stock Ownership Plan (“ESOP”)
which have been allocated to Ms. Dissinger’s account and option grants of
450 shares. All other shares are held jointly with
spouse.
|
(2)
|
Includes
1,653 shares under the Company’s Employee Stock Ownership Plan (“ESOP”)
which have been allocated to Mr. Ferretti’s account and option grants of
450 shares.
|
(3)
|
Includes
13,133 shares held jointly with spouse and option grants of 300
shares.
|
(4)
|
Includes
636 shares under the Company’s Employee Stock Ownership Plan (“ESOP”)
which have been allocated to Mr. Lochen’s account, option grants of 1,275
shares, 830 shares held in an IRA and 206 shares held jointly with minor
children. All other shares are held jointly with
spouse.
|
(5)
|
Includes
option grants of 2,900 shares. All other shares are held
jointly with spouse.
|
WILLIAM E. AUBREY II,
Director of Peoples Financial Services Corp. and Peoples National Bank
since 2006. President and CEO of Gertrude Hawk Chocolates since
2003. Chairman of the Board since 2008. Member of the Following
Committees: Glenburn Branch; Executive; Asset/Liability; Loan;
Human Resources/Marketing; Audit/Compliance; Compensation; and
Nominating/Governance. Age: 47
Qualifications: Previous
President of two companies; serving on several community boards; and an
education background in finance area – MBA and CPA.
|
JOSEPH T. WRIGHT, JR.,
Director of Peoples Financial Services Corp. and Peoples National Bank
since 2009. Attorney at Law since 1980. Member of
the Following Committees: Susquehanna/Deposit Branch;
Compensation; Asset/Liability; Loan; Human
Resources/Marketing. Age: 54
Qualifications: Practicing
attorney for over thirty years with involvement in numerous financially
complex matters related to disputes involving shareholders, employment
matters, contracts, valuation issues, real estate matters, and general
business issues related to risk
assessment.
|
CLASS
I DIRECTORS TERMS EXPIRING IN 2011
|
GEORGE H. STOVER, JR.,
Director of Peoples Financial Services Corp. and Peoples National Bank
since 1992. Real Estate Appraiser since 1972. Member
of the Following Committees: Hallstead/Montrose Branch;
Executive; Asset/Liability; Loan; and Human
Resources/Marketing. Age: 63
Qualifications: Owned
and operated his own successful business for 40 years; and has been a real
estate general appraiser for 38 years which gives him knowledge of the
value of real estate in our area.
|
RICHARD S. LOCHEN, JR.,
Director of Peoples Financial Services Corp. and Peoples National Bank
since 2003. Certified Public Accountant since
1995. Former President/CEO of the Company and the Bank and
Former Chief Administrative Officer of the Company and the Bank. Member of
the Following Committees: Hop Bottom/Nicholson Branch; Executive;
Asset/Liability; Loan; and Human
Resources/Marketing. Age: 46
Qualifications: Audited
publically-traded financial institutions during his career as a CPA which
included assisting in 10-Q and 10-K preparations; previous CEO of Peoples
Financial Services Corp. and Peoples National Bank where he gained further
understanding of the operations of financial institutions; CPA; and BA in
accounting.
|
RONALD G. KUKUCHKA,
Director of Peoples Financial Services Corp., and Peoples National Bank
since 2007. President of Ace Robbins, Inc., since
1982. Member of the Following
Committees: Tunkhannock/Meshoppen Branch; Asset/Liability;
Loan; Human Resources/Marketing; Audit/Compliance; Compensation;
Executive; and
Nominating/Governance. Age: 56
Qualifications: Owns
and operates successful petroleum distribution company that has been in
business for over 25 years; served as director for the Pennsylvania
Marketers & Convenience Store Association; served as director of
Tunkhannock Firemen’s Relief Association; and was trustee of the Roy Piper
Charitable Trust.
|
CLASS
III DIRECTORS TERMS EXPIRING IN 2012
|
ALAN W. DAKEY, Director
of Peoples Financial Services Corp. and Peoples National Bank since
2009. President/CEO of the Company and the Bank since
2009. Former President/CEO of Mid Penn Bancorp. Inc. and Mid
Penn Bank. Member of the Following Committees: Executive; Asset/Liability;
Loan; and Human
Resources/Marketing. Age: 58
Qualifications: 37
years of banking experience including titles as Chief Executive Officer,
President, and Chairman of the Board; MBA in Finance from The University
of Scranton; and BS in Accounting from Bloomsburg
University.
|
EARLE A. WOOTTON,
Director of Peoples Financial Services Corp. and Peoples National Bank
since 2010. (Appointed to Board to serve Russell D. Shurtleff’s remaining
term) Director of the Community Foundation of Susquehanna and Wyoming
Counties and Former President of a group of commercial printing and
publishing companies. Member of the Following Committees:
Conklin/Binghamton Branch; Nominating/Governance;
Audit/Compliance. Age: 65
Qualifications: CEO
of printing company for 30 years; previous director of a national bank for
18 years; founder and chairman of community foundation; Bachelor of
Science degree from Rochester Institute of Technology; and an MBA from the
Wharton School, University of
Pennsylvania.
|
Peer
Group Banks with Asset Sizes of $400,000,000 to
$499,999,999:
|
|
Brentwood
Bank (Bethel Park)
|
Honesdale
National Bank (Honesdale)
|
Community
Bank (Carmichaels)
|
Peoples
National Bank (Hallstead)
|
Dime
Bank (Honesdale)
|
Stonebridge
Bank (West Chester)
|
Juniata
Valley Bank (Mifflintown)
|
West
View Savings Bank (Pittsburgh)
|
Geographic
Peer Group Banks in the Following Counties – Alleghany, Carbon, Columbia,
Greene, Lackawanna, Luzerne, Monroe, Northhamton, Pike, Schuylkill,
Susquehanna, Wayne, and Wyoming:
|
|
Citizens
Savings Bank (Clarks Summit)
|
First
Keystone National Bank (Berwick)
|
Community
Bank & Trust Company (Clarks Summit)
|
First
National Community Bank (Dunmore)
|
Dime
Bank (Honesdale)
|
Honesdale
National Bank (Honesdale)
|
ESSA
Bank & Trust (Stroudsburg)
|
Mauch
Chunk Trust Company (Jim Thorpe)
|
Fidelity
Deposit & Discount Bank (Dunmore)
|
Merchants
National Bank of Bangor (Bangor)
|
First
Columbia Bank & Trust Co. (Bloomsburg)
|
Peoples
National Bank (Hallstead)
|
NAME
AND PRINCIPLE POSITION
|
YEAR
|
SALARY
($)
|
BONUS($)
|
STOCK
AWARDS ($)
|
OPTION
AWARDS ($)
|
NON-EQUITY
INCENTIVE PLAN COMPENSA-TION (CASH BONUS) ($) (1)
|
CHANGE
IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS
($)
|
ALL
OTHER COMPENSA-TION ($)
|
TOTAL
($)
|
|||||||||||||||||||
Alan
W. Dakey
|
2009
|
14,846 | 0 | 0 | 0 | 0 | 0 | 1,500 | (2) | 16,346 | ||||||||||||||||||
President/CEO
|
||||||||||||||||||||||||||||
Richard
S. Lochen, Jr.
|
2009
|
140,000 | 0 | 0 | 0 | 0 | 0 | 30,090 | (3) | 170,090 | ||||||||||||||||||
Chief
Adm. Officer
|
2008
|
130,000 | 0 | 0 | 0 | 0 | 0 | 29,287 | (3) | 159,287 | ||||||||||||||||||
Former
President/CEO
|
2007
|
110,000 | 0 | 0 | 0 | 16,500 | 0 | 32,261 | (3) | 158,761 | ||||||||||||||||||
Debra
E. Dissinger
|
2009
|
117,000 | 0 | 0 | 0 | 0 | 9,558 | 9,360 | (4) | 135,918 | ||||||||||||||||||
Executive
VP
|
2008
|
110,000 | 0 | 0 | 0 | 0 | 9,103 | 9,228 | (4) | 128,331 | ||||||||||||||||||
COO/PFO
|
2007
|
104,500 | 0 | 0 | 0 | 17,800 | 8,033 | 9,000 | (4) | 139,333 | ||||||||||||||||||
Chief
Risk Officer
|
||||||||||||||||||||||||||||
Joseph
M. Ferretti
|
2009
|
106,000 | 0 | 0 | 0 | 2,955 | 0 | 8,869 | (5) | 117,824 | ||||||||||||||||||
Senior
VP
|
2008
|
100,000 | 0 | 0 | 0 | 4,875 | 0 | 7,976 | (5) | 112,851 | ||||||||||||||||||
Chief
Credit Officer
|
2007
|
94,654 | 0 | 0 | 0 | 10,305 | 0 | 7,572 | (5) | 112,531 |
(1)
|
In
January 2008, the Board approved the compensation plan which represents
the at-risk portion of executive
pay.
|
(2)
|
Includes
director’s fees of $500 and an automobile allowance of $1,000 for
2009.
|
(3)
|
Includes
director’s fees of $6,000, $6,000 and $11,900; ESOP contributions of
$7,600, $6,509 and $5,500; 401(k) plan contributions of $4,200, $4,522 and
2,031; and spousal travel expense of $290, $256 and $830 in 2009, 2008,
and 2007, respectively. Also includes automobile allowances of
$12,000 per year.
|
(4)
|
Includes
ESOP contributions of $5,850, $5,273 and $5,225; and 401(k) plan
contributions of $3,510, $3,955 and 3,135 in 2009, 2008 and 2007,
respectively. Also includes spousal travel expenses of $640 in
2007.
|
(5)
|
Includes
ESOP contributions of $5,543, $4,558 and $4,732; and 401(k) plan
contributions of $3,326, $3,418 and 2,840 in 2009, 2008 and 2007,
respectively.
|
Option
Awards
|
||||||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(#)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|||||||
Richard
S. Lochen, Jr.
|
375 | $ | 16.50 |
5/1/2011
|
||||||||
300 | $ | 18.00 |
5/1/2012
|
|||||||||
100 | $ | 27.50 |
6/1/2013
|
|||||||||
250 | $ | 34.10 |
11/12/2014
|
|||||||||
250 | $ | 30.75 |
10/3/2015
|
|||||||||
Debra
E. Dissinger
|
150 | $ | 27.50 |
6/1/2013
|
||||||||
150 | $ | 34.10 |
11/12/2014
|
|||||||||
150 | $ | 30.75 |
10/3/2015
|
|||||||||
Joseph
M. Ferretti
|
150 | $ | 27.50 |
6/1/2013
|
||||||||
150 | $ | 34.10 |
11/12/2014
|
|||||||||
150 | $ | 30.75 |
10/3/2015
|
Name
|
Plan
Name
|
Number
of Years Credited Service (#)
|
Present
Value of Accumulated Benefit ($)
|
Payments
During Last Fiscal Year ($)
|
||||||||
Debra
E. Dissinger
Executive
VP
COO/PFO
Chief
Risk Officer
|
Executive
Supplemental Retirement Plan
|
35 | 57,110 | 6,978 |
•
|
Any
audit or non-audit service to be provided to the Company by the
independent registered public accounting firm must be submitted to the
Audit Committee for review and approval. The proposed services are
submitted to the Audit Committee with a description of the services to be
performed, fees to be charged, and affirmation that the services are not
prohibited under Section 201 of the Sarbanes-Oxley Act of
2002.
|
||
•
|
The
Audit Committee, in its sole discretion, then approves or disapproves the
proposed services and documents such approval, if given, by signing the
engagement letter.
|
2009
|
2008
|
|||||||
Audit Fees (1)
|
$ | 95,772 | $ | 91,931 | ||||
Audit-Related
Fees (2)
|
954 | - | ||||||
Tax
Fees (3)
|
12,215 | 14,701 | ||||||
All
other fees (4)
|
- | - | ||||||
$ | 108,941 | $ | 106,632 |
(1)
|
Includes
professional services rendered for the audit of the Corporation’s annual
financial statements and internal control and review of financial
statements included in Forms 10-Q, or services normally provided in
connection with statutory filings, including out-of-pocket
expenses.
|
(2)
|
Assurance
and related services reasonably related to the performance of the audit or
review of financial statements.
|
(3)
|
Tax
fees include the following: preparation of state and federal
tax returns and consultation on various other tax related
matters.
|
(4)
|
Other
fees include evaluation of a proposed transaction or other permitted,
nonrecurring non-attest special
projects.
|
·
|
name;
|
·
|
age;
|
·
|
term
of office; and
|
·
|
the
principal occupation of such individuals during the past five
years.
|
NAME
|
AGE
|
POSITION
ON BOARD
|
YEAR
ELECTED OR APPOINTED OFFICE
|
YEAR
TERM EXPIRES
|
OCCUPATION
|
|||||
William
E. Aubrey II
|
47
|
Chairman
Director
|
2006
|
2010
|
President/CEO
of Gertrude Hawk Chocolates
|
|||||
Alan
W. Dakey
|
58
|
President/CEO
Director
|
2009
|
2012
|
President/CEO
of Bank and Company/
Former
President/CEO of Mid Penn Bancorp, Inc.
|
|||||
Ronald
G. Kukuchka
|
56
|
Director
|
2007
|
2011
|
President
of Ace Robbins, Inc.
|
|||||
Richard
S. Lochen, Jr.
|
46
|
Director
|
2003
|
2011
|
Certified
Public Accountant/
Former
Chief Administrative Officer of Bank and Company/Former President/CEO of
Bank and Company
|
|||||
George
H. Stover, Jr.
|
63
|
Director
|
1992
|
2011
|
Real
Estate Appraiser
|
|||||
Earle
A. Wootton
|
65
|
Director
|
2010
|
2012
|
Director
of the Community Foundation of Susquehanna and Wyoming Counties/ Former
President of a Group of Commercial Printing and Publishing
Companies
|
|||||
Joseph
T. Wright, Jr.
|
54
|
Director
|
2009
|
2010
|
Attorney
at Law
|
|||||
Debra
E. Dissinger
|
55
|
Secretary
|
1990
|
N/A
|
Executive
Vice President/Chief Operations Officer/Chief Risk Officer of the
Bank
|
|||||
Joseph
M. Ferretti
|
40
|
N/A
|
1997
|
N/A
|
Senior
Vice President/Chief Credit Officer of the
Bank
|