PEOPLES FINANCIAL SERVICES CORP. 8-K

What Happened

• Peoples Financial Services Corp. filed an 8‑K reporting leadership changes and related arrangements. On March 27, 2026, the company and its bank, Peoples Security Bank and Trust Company, announced Gerard A. Champi will become President effective April 3, 2026, upon the retirement of Thomas P. Tulaney (retiring April 3, 2026). Mr. Champi has served as CEO since December 31, 2024 and will continue as CEO in addition to his new President role.
• The company accelerated vesting of certain equity awards and agreed to transfer a company vehicle to Mr. Tulaney. Peoples Bank also entered a Consulting and Confidentiality Agreement with Mr. Tulaney, effective April 3, 2026, under which he will provide senior advisory services and be paid $8,000 per month.
• Director Elisa Zúñiga Ramirez notified the company on April 1, 2026 that she will not stand for re‑election at the 2026 annual meeting. The boards have resolved to reduce the number of directors: Peoples’ board from 15 to 14 and Peoples Bank’s board from 17 to 15, effective at the annual meeting.

Key Details

• Gerard A. Champi named President effective April 3, 2026; continues as CEO (CEO since Dec 31, 2024).
• Accelerated vesting: 207 shares of restricted stock and 709 restricted stock units to Thomas P. Tulaney upon retirement.
• Consulting agreement with Tulaney: $8,000 per month; either party may terminate with 30 days’ written notice.
• Director change: Elisa Zúñiga Ramirez will not seek re‑election; board sizes reduced (Peoples: 15→14; Peoples Bank: 17→15).

Why It Matters

• The appointment keeps executive leadership continuity because Mr. Champi already serves as CEO and will now also hold the President title, which can reassure investors about management stability.
• The financial impact appears limited: the accelerated equity vesting (207 shares + 709 RSUs) and a $8,000/month consulting fee are discrete, disclosed items rather than material recurring compensation increases.
• Board composition will change by one seat at each entity, which could affect governance dynamics at the annual meeting; the company reported no disagreements prompting the director’s departure.
• All other material terms are detailed in the filed consulting agreement (Exhibit 10.1) and related prior filings referenced in the 8‑K.