Norwood Financial Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three director nominees—Kevin M. Lamont, Dr. Kenneth A. Phillips, and Jeffrey S. Gifford—for three-year terms.

2. 2

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify the appointment of S.R. Snodgrass, P.C. as the Company’s independent auditors for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory resolution to approve the overall compensation of the Company’s named executive officers as described in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the overall compensation of the Company’s named executive officers, as described in the proxy statement’s executive compensation disclosure. Management is submitting this say-on-pay vote to solicit shareholder feedback on pay practices and to provide the Compensation Committee with a gauge of investor support for the Company’s compensation program. The Company’s compensation program includes base salary, annual cash incentives based on pre-defined performance criteria (a bonus pool tied to pre-tax earnings), long-term equity awards under the 2024 Equity Incentive Plan, and certain change-in-control and severance arrangements for senior executives. The Board underscores that the vote is advisory and not binding, but indicates that the Compensation Committee will take the vote outcome into account in future decisions and values constructive dialogue with shareholders. Relevant governance features discussed in the proxy include an Incentive-Based Compensation Recovery (clawback) Policy, detailed employment and change-in-control severance arrangements (including multi-year and multiple-of-salary treatments for certain executives), and disclosure of pay-versus-performance metrics and equity award adjustments. Key investor concerns likely to inform analysis include the size and structure of severance/change-in-control benefits, the balance of cash versus equity incentives, and the link between realized pay and company performance shown in the Pay vs. Performance table. Because the vote is advisory, approval would signal shareholder support for the Compensation Committee’s approach; a negative result would likely prompt the Board and Compensation Committee to engage with dissenting shareholders and consider adjustments to incentives, severance terms, or disclosure. The Board recommends a vote FOR, citing its belief in the appropriateness of the compensation program and its commitment to consider shareholder feedback in future compensation decisions.

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When is the Norwood Financial Corp 2026 annual meeting?

Norwood Financial Corp (NWFL) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Norwood Financial Corp 2026 meeting?

The record date for the Norwood Financial Corp 2026 meeting is Wednesday, March 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Norwood Financial Corp's 2026 meeting?

The board is presenting 3 director nominees at the Norwood Financial Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Norwood Financial Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Norwood Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.