Business Context and Reporting Period
This Form 8-K Current Report is filed by Peoples Financial Services Corp. (PFIS) on March 27, 2026. The report details significant corporate governance changes, including the appointment of a new President, the retirement of the outgoing President, and the departure of a director.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and related compensatory arrangements.
Material Changes and Personnel Actions
- Appointment of Officer: Gerard A. Champi was appointed President of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company, effective April 3, 2026. He will continue to serve as Chief Executive Officer (CEO).
- Retirement of Officer: Thomas P. Tulaney retired as President effective April 3, 2026.
- Director Departure: Elisa Zúñiga Ramirez notified the company on April 1, 2026, that she will not stand for reelection as a director when her term expires at the 2026 annual meeting of shareholders.
- Board Size Reduction: The board of directors resolved to decrease the number of directors from fifteen to fourteen for Peoples Financial Services Corp., and from seventeen to fifteen for Peoples Security Bank and Trust Company, effective at the 2026 annual meeting.
Compensatory Arrangements and Agreements
- Retirement Benefits for Mr. Tulaney: Upon retirement, the company accelerated the vesting of 207 shares of restricted stock and 709 restricted stock units previously awarded under the 2023 Equity Incentive Plan. Additionally, the company-owned vehicle used by Mr. Tulaney was transferred to him.
- Consulting Agreement: Peoples Bank entered into a Consulting and Confidentiality Agreement with Mr. Tulaney effective April 3, 2026. He will provide senior advisory services for a fee of $8,000 per month. The agreement allows either party to terminate with 30 days' written notice.
Outlook, Risks, and Contingencies
The filing states that Ms. Ramirez's decision not to seek reelection was not the result of any disagreement with the company. No specific financial risks, contingencies, or forward-looking guidance regarding business operations are disclosed in this report.
Key Facts for Investor Verification
- Verify the effective date of Gerard A. Champi's new role as President (April 3, 2026) and his continued tenure as CEO.
- Confirm the terms of the consulting agreement with Thomas P. Tulaney, specifically the $8,000 monthly fee and the 30-day termination clause.
- Review the reduction in board size for both the parent company and the banking subsidiary effective at the 2026 annual meeting.
- Check the Definitive Proxy Statement filed on April 1, 2025, for detailed background on Mr. Champi's qualifications.