FIDELITY D & D BANCORP INC
For the period ended May 6, 2025. Filed Mar 26, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2025 · Filed Mar 26, 2025
Contents
PAY VS. PERFORMANCE
The following discusses the relationship of compensation actually paid to named executive officers and the financial performance of the Company. Compensation is compared to performance metrics of the cumulative Total Shareholder Return and Net Income to provide shareholders with a more transparent, readily comparable, and understandable disclosure of executive compensation and to assess executive compensation actually paid relative to financial performance.
| Year | Summary Compensation Table Total for PEO(1) $ | Compensation Actually Paid to PEO(1) $ | Average Summary Compensation Table Total for Non-PEO NEOs(2) $ | Average Compensation Actually Paid to Non-PEO NEOs(3) $ | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(4) % | Net Income(5) $ |
|---|---|---|---|---|---|---|
| 2024 | 998,371 | 863,318 | 500,626 | 455,397 | 0.54% | 20,793,676 |
| 2023 | 865,183 | 1,039,025 | 432,043 | 494,668 | 30.31% | 18,209,518 |
| 2022 | 979,155 | 929,236 | 510,148 | 494,464 | -22.68% | 30,021,579 |
| (1) | Daniel J. Santaniello was the Company's Principal Executive Officer (PEO) for each of the 2022, 2023 and 2024 fiscal years. |
| (2) | Salvatore R. DeFrancesco, Jr., Eugene J. Walsh and Michael J. Pacyna were the Company's Non-PEO Named Executive Officers (NEOs) for each of the 2022, 2023 and 2024 fiscal years. Ruth G. Turkington was included in the Company’s Non-PEO Named Executive Officers (NEOs) for 2023 and 2024. |
| (3) | The amounts disclosed reflect the following adjustments to the amounts reported in the Summary Compensation Table. |
| 2024 · 2023 · 2022 | ||||||
|---|---|---|---|---|---|---|
| PEO $ | Non-PEO NEO’s $ | PEO $ | Non-PEO NEO's $ | PEO $ | Non-PEO NEO's $ | |
| Less Change in Pension Value & NQ Deferred Compensation Earnings | - | - | - | - | - | - |
| Less Stock Award | (157,815) | (66,147) | (82,840) | (35,126) | (155,505) | (71,310) |
| Increase for Fair Value of Awards Granted during Year that Remain Unvested as of Year End | 86,083 | 36,502 | 182,562 | 77,296 | 147,501 | 64,755 |
| Change in Fair Value from Prior to Current Year End of Awards Granted Prior to the Year that were Outstanding & Unvested as of Year End | (57,918) | (10,902) | 57,750 | 13,712 | (49,349) | (13,275) |
| Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Year that Vested during Year | (18,609) | (9,798) | 4,034 | 2,221 | (2,408) | (1,308) |
| Increase based on Dividends or Other Earnings Paid during year prior to Vesting Date of Award(6) | 13,206 | 5,116 | 12,336 | 4,522 | 9,842 | 5,454 |
| Total Adjustments | (135,053) | (45,229) | 173,842 | 62,625 | (49,919) | (15,684) |
| (4) | Computed based on a hypothetical investment of $100 in common stock on January 1, 2022, with dividends paid reinvested. |
| (5) | As reported on Company’s Consolidated Statements of Income for the applicable fiscal reporting year, as provided under Part II Item 8 of the Company’s Annual Report on Form 10-K. |
| (6) | Dividends earned on the restricted stock are forfeitable until the vesting date of the underlying restricted stock. |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Cumulative Total Shareholder Return (TSR). From 2023 to 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 16.91% and 7.94% respectively, compared to a 98.22% decrease in our TSR over the same time period. From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 11.81% and 0.04% respectively compared to a 233.64% increase in our TSR over the same time period.
Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Net Income. From 2023 to 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 16.91% and 7.94% respectively, compared to a 14.19% increase in our Net Income over the same time period. From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 11.81% and 0.04% respectively, compared to a 39.35% decrease in our Net Income over the same time period.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.