8-K: Fidelity D & D Bancorp Director Hotchkiss Retires

Richard Hotchkiss retires from Fidelity D & D Bancorp and Fidelity Bank Boards after serving since 2020, with no disagreements cited.

Summary

• Richard M. Hotchkiss retired, effective September 16, 2025, from the Boards of Directors of Fidelity D & D Bancorp, Inc. and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank.
• Mr. Hotchkiss had served on Fidelity's and the Bank's Boards of Directors since 2020, following the merger with MNB Corporation.
• His retirement was amicable and not a result of any disagreement with Fidelity or the Bank regarding their operations, policies, or practices.
• He will continue to serve as Chair of the Lehigh Valley Advisory Board.
• Prior to joining Fidelity Bank, Mr. Hotchkiss was Director and Vice President of Administration and Internal Affairs at MNB Corporation and Merchants Bank of Bangor from 1981, and later Chairman of the Board from 1997.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The retirement is a routine corporate event, explicitly stated as amicable with no disagreements. Management's comments are highly appreciative of the departing director's contributions, and he will maintain a role on an advisory board.

Positives

• The retirement was amicable, with no disagreements cited regarding company operations, policies, or practices.
• Richard Hotchkiss will continue to serve as Chair of the Lehigh Valley Advisory Board, maintaining some continuity and expertise.
• Management expressed gratitude for Mr. Hotchkiss's significant contributions and leadership during his tenure.

Negatives

• The company loses a director with extensive experience in banking and business leadership, who served on the board since 2020 and held key committee roles.

Risks

• Local, regional, and national economic conditions and changes.
• Short-term and long-term effects of inflation and rising costs.
• Changes and volatility of interest rates on deposits, loan demand, and asset values.
• Securities markets and monetary fluctuations and volatility.
• Disruption of credit and equity markets.
• Impacts of capital and liquidity requirements of Basel III standards and other regulatory pronouncements.
• Governmental monetary and fiscal policies, as well as legislative and regulatory changes.
• Effects of shortand long-term federal budget and tax negotiations.
• Costs and effects of litigation and unexpected or adverse outcomes.
• Impact of new or changes in existing laws and regulations concerning taxes, banking, securities, and insurance.
• Effect of changes in accounting policies and practices.
• Effects of competition from other financial institutions.
• Effects of economic conditions of any pandemic, epidemic, or health-related crisis.
• Effects of bank failures, banking system instability, deposit fluctuations, and loan/securities value changes.
• Technological changes and cybersecurity risks, including breaches in security of information systems.
• Acquisitions and integration of acquired businesses.
• Failure of assumptions underlying the establishment of reserves for loan losses and estimations of values.
• Acts of war or terrorism.
• Risk that analyses of these risks and forces could be incorrect and/or strategies developed to address them could be unsuccessful.

Future Outlook

The filing includes a standard forward-looking statements disclaimer, indicating that actual results may differ materially due to various factors such as economic conditions, interest rate volatility, regulatory changes, and competition. No specific financial guidance or future projections are provided.

Management Comments

• Daniel J. Santaniello, President & CEO: "Richards leadership has been a key part of our journey. I'm thankful for the opportunity to work with an individual whose insight and dedication made a lasting impact. His legacy will continue to influence our organization for years to come."
• Brian J. Cali, Chairman of the Board: "On behalf of the Board of Directors, I would like to extend our sincere gratitude to Richard for his dedicated service to the Bank. Richards unwavering commitment as a Director has been instrumental in shaping Fidelity Banks governance and organizational structure. We wish him a well-earned and fulfilling retirement and thank him for the lasting impact he's made on Fidelity Bank."

Industry Context

The announcement pertains to a director retirement at Fidelity D & D Bancorp, Inc., a Pennsylvania state-chartered, FDIC-insured community bank operating 21 full-service offices across several counties in Pennsylvania. The filing does not provide specific analysis of how this particular director retirement relates to broader industry trends or competitors, beyond the general description of the bank's operations and community involvement.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: The departure of a long-serving and experienced director could be viewed as a loss of institutional knowledge, though the amicable nature and continued advisory role mitigate potential concerns.
• Employees: No direct impact on employees is indicated by this announcement.
• Customers: No direct impact on customers is indicated by this announcement.

Next Steps

• The company will need to address the vacancy created on its Boards of Directors and potentially the Chair position of the Credit Administration Committee.

Key Dates

Recommendation

The filing details a routine, amicable director retirement, which does not present new material information to alter the investment thesis for Fidelity D & D Bancorp, Inc. The company's core operations and financial health remain unchanged by this event, and the departing director's continued role on an advisory board provides some continuity. Therefore, a 'hold' recommendation is appropriate as there is no new information to warrant a change in investment position.

Keywords

Fidelity D & D Bancorp, FDBC, Director Retirement, Corporate Governance, Banking, Financial Services, Community Bank