FIDELITY D AND D BANCORP INC (FDBC)
Sector: Financials
2026 Annual Meeting Analysis
FIDELITY D AND D BANCORP INC · Meeting: May 5, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class B Directors
DelVecchio joined the board in January 2026, making him exempt from the TSR performance trigger under the 24-month new-director exemption; he brings strong relevant banking experience as a former bank CEO and COO.
Joyce has served since 2020 and the TSR underperformance trigger does not apply — FDBC's 3-year price return of +2.8% is in the low-positive range (0–20%) and the gap versus QABA is -39.9 percentage points, which is below the 50-percentage-point threshold required to trigger a vote against; attendance and qualifications are satisfactory.
Silverman has served since 2020, is a CPA serving as the board's designated audit committee financial expert, and the TSR underperformance trigger does not apply given that the -39.9 percentage-point gap versus QABA falls short of the 50-percentage-point threshold; no other policy concerns are identified.
All three Class B director nominees pass the policy screens. The 3-year TSR gap of -39.9 percentage points versus the QABA community bank benchmark does not meet the 50-percentage-point threshold required for the low-positive TSR tier (0–20%), so no TSR-based AGAINST votes are triggered. DelVecchio joined in January 2026 and is exempt as a new director. Joyce and Silverman both have relevant qualifications, pass attendance standards, and serve on appropriately constituted committees.
Say on Pay
✓ FORCEO
Daniel J. Santaniello
Total Comp
$1,263,329
Prior Support
N/A
The CEO's total compensation of $1,263,329 is within a reasonable range for a CEO of a community bank with roughly $253M market cap and is not flagged as above benchmark. The pay program includes a meaningful mix of variable pay — the CEO received a cash incentive of $380,446 and a stock award of $149,449 against a base salary of $557,951, meaning variable and equity components together represent approximately 56% of total compensation, satisfying the 50–60% variable pay guideline. The Annual Incentive Plan and Long-Term Incentive Plan are tied to measurable financial goals such as core net income, core deposit growth, and return on equity, and the company has a clawback policy in place; no red flags on pay mix, performance linkage, or governance structure are identified.
Auditor Ratification
✓ FORAuditor
Wolf & Company, P.C.
Tenure
N/A
Audit Fees
$375,000
Non-Audit Fees
$25,500
Tax fees of $25,500 represent only about 6.8% of audit fees of $375,000, well below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly disclosed so the tenure trigger cannot fire per policy; no material restatements are noted; Wolf & Company is a regional firm appropriate for a $253M market-cap community bank.
Overall Assessment
The 2026 FDBC annual meeting presents two management proposals and no shareholder proposals. All three Class B director nominees pass policy screens because the company's 3-year TSR underperformance versus the QABA community bank benchmark (-39.9 percentage points) does not reach the 50-percentage-point trigger required for the low-positive TSR tier, and the auditor and executive compensation programs are both structured acceptably under the applicable policy criteria.