Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-12

Fidelity D & D Bancorp Inc (FDBC)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,263,329
Daniel Santaniello total, FY2025
CEO pay percentile vs peers
CEO-to-median pay ratio
96.67%
Say-on-pay support, latest vote
Companies that benchmark against FDBC
10 companies name FDBC as a compensation peer

Each company listed discloses FDBC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FDBC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Daniel Santaniello$557,951$0$149,449$0$380,446$0$175,483$1,263,329
President and Chief Executive Officer of the Company and the Bank
Salvatore DeFrancesco341,838071,7250158,7300115,528687,821
Treasurer and Chief Financial Officer of the Company; Executive Vice President and Chief Financial Officer of the Bank
Ruth Turkington306,730069,0630130,101093,347599,241
Executive Vice President and Chief Consumer Banking Officer of the Bank

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Daniel Santaniello$1,263,329$998,371+264,958
Salvatore DeFrancesco687,821586,221+101,600
Ruth Turkington599,241489,794+109,447

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Brian J. CaliDirector2026-06-12A273CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Ruth TurkingtonRSA2026-02-181,657$74,747
Salvatore DeFrancescoRSA2026-02-181,81381,784
Daniel SantanielloRSA2026-02-183,500157,885
03b

Vehicle mix — grant-date fair value by award type

Grant-level vehicle detail not disclosed.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Daniel SantanielloRSU8,410$366,087
Ruth TurkingtonRSU3,232140,689
Salvatore DeFrancescoRSU4,368190,139
05

Incentive-plan design — the Compensation Discussion & Analysis

The Company's compensation philosophy is to reward management for exceptional performance with compensation-based tools, allowing for recruitment and retention of executives and encouragement for executives to work toward enhancing shareholder value in an easily understood and calculable manner.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultantBlanchard Consulting Group
Clawback policyTrue
Anti-hedgingFalse
Anti-pledgingFalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-05-063,131,106107,79642,05996.67%Passed
20222022-05-033,106,50750,202206,57798.41%Passed
20192019-05-072,461,28839,59223,65298.42%Passed
20162016-05-031,447,20932,19425,52197.82%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-05-0696.67%a
20222022-05-0398.41%b
20192019-05-0798.42%c

a. Approved under the standard stated in the filing — “Abstentions and "broker non-votes" will not be counted as votes cast and therefore will not affect the determination as to whether this proposal is approved.”.

b. Approved under the standard stated in the filing — “Abstentions and "broker non-votes" will not be counted as votes cast and therefore will not affect the determination as to whether this proposal is approved.”.

c. Approved under the standard stated in the filing — “Abstentions and "broker non-votes" will not be counted as votes cast and therefore will not affect the determination as to whether this proposal is approved.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)
CEO total compensation
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Brian J. CaliIndependent · Board Chair · Audit · Compensation (Chair) · Executive (Chair) · Governance · Nominating · ALCO · Building · Credit Administration · Human Resources · Loan · Trust/Investment$120,000$85,671$0$0$0$205,671
Michael J. McDonaldIndependent · Audit (Chair) · Compensation · Executive · Governance · Nominating · Building · Human Resources · Loan109,00085,671000194,671
John T. CognettiIndependent · Governance · Nominating · ALCO · Building · Credit Administration · Loan85,62585,671000171,296
William J. Joyce, SrIndependent · Audit · Nominating · Building · Credit Administration · Executive · Human Resources · Loan · Risk Management85,62585,671000171,296
HelenBeth G. VilcekIndependent · Audit · Executive · Governance · Nominating · ALCO · Building · Human Resources · Loan85,62585,671000171,296
Alan SilvermanIndependent · Audit · Compensation · Nominating · ALCO · Credit Administration · Loan · Risk Management85,62585,671000171,296
Paul C. WoelkersIndependent · Governance (Chair) · Nominating · ALCO · Building · Credit Administration · Human Resources · Loan · Trust/Investment85,62585,671000171,296
Richard M. HotchkissIndependent · Not standing for re-election · Departed during FY30,00085,671000115,671
Daniel J. SantanielloEmployee director · ALCO · Building · Credit Administration · Executive · Governance · Loan · Risk Management · Trust/Investment00000
James ClementeIndependent · Audit · Nominating · Newly elected000000
Rocco A. DelVecchioIndependent · Nominating · Newly elected000000
09

Board fee structure and ownership guideline

Annual cash retainer
Annual equity retainer
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)12,000
Stock ownership guideline
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$687,125
Equity awards (grant-date value)$685,368
All other compensation$0
Total cost of the board$1,372,493

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Fidelity D & D Bancorp Inc2025Daniel Santaniello$557,951$149,449$0$380,446$1,263,329

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

FAQ

Frequently asked questions

Who was the highest-paid executive at Fidelity D & D Bancorp Inc in fiscal 2025?
Daniel Santaniello served as President and Chief Executive Officer of the Company and the Bank and received total compensation of $1,263,329 in fiscal 2025.
How does Fidelity D & D Bancorp Inc's chief executive pay compare to its disclosed peer group?
The filing does not disclose the CEO pay percentile relative to the peer group.
What is Fidelity D & D Bancorp Inc's CEO-to-median employee pay ratio?
The filing does not disclose the CEO-to-median employee pay ratio.
How did shareholders vote on Fidelity D & D Bancorp Inc's executive compensation?
Shareholders voted 96.67% in favor of the executive compensation proposal.
How much does Fidelity D & D Bancorp Inc spend in total on board compensation for fiscal 2025?
The company reported total board compensation of $1,372,493 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Daniel SantanielloDEF 14A2026-03-250001437749-26-009691Section “Summary Compensation Table” · page 24. As printed: 1,263,329. Filing ↗machine: r1 · c24 · span 447576–447585
2Section 01, Salvatore DeFrancescoDEF 14A2026-03-250001437749-26-009691Section “Summary Compensation Table” · page 24. As printed: 687,821. Filing ↗machine: r3 · c24 · span 457682–457689
3Section 01, Ruth TurkingtonDEF 14A2026-03-250001437749-26-009691Section “Summary Compensation Table” · page 24. As printed: 599,241. Filing ↗machine: r5 · c24 · span 467806–467813
4Section 03, Ruth Turkington RSADEF 14ASection “Executive Compensation” · grants of plan-based awards table.
5Section 03, Salvatore DeFrancesco RSADEF 14ASection “Executive Compensation” · grants of plan-based awards table.
6Section 03, Daniel Santaniello RSADEF 14ASection “Executive Compensation” · grants of plan-based awards table.
7Section 07, pay ratio10-K2026-03-130001437749-26-008215Section “CEO Pay Ratio”. As printed: —. Filing ↗
8Section 08, Brian J. CaliDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 205,671. Filing ↗machine: t62 · r3 · c8 · span 676267–676274
9Section 08, Michael J. McDonaldDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 194,671. Filing ↗machine: t62 · r4 · c8 · span 678344–678351
10Section 08, John T. CognettiDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: t62 · r5 · c8 · span 680600–680607
11Section 08, William J. Joyce, SrDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: t62 · r5 · c8 · span 680600–680607
12Section 08, HelenBeth G. VilcekDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: t62 · r5 · c8 · span 680600–680607
13Section 08, Alan SilvermanDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: t62 · r5 · c8 · span 680600–680607
14Section 08, Paul C. WoelkersDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: t62 · r5 · c8 · span 680600–680607
15Section 08, Richard M. HotchkissDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 115,671. Filing ↗machine: t62 · r6 · c8 · span 682677–682684
16Section 08, Daniel J. SantanielloDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 0. Filing ↗
17Section 08, James ClementeDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 0. Filing ↗
18Section 08, Rocco A. DelVecchioDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 0. Filing ↗
19Section 02, Brian J. Cali 2026-06-12Form 42026-06-120001437749-26-020450Insider equity transaction reported since the proxy statement. Filing ↗
20Section 06, 2025 voteForm 8-K2025-05-060001437749-25-014820Item 5.07 · say-on-pay result. As reported: 96.67% (votes for as printed: 3,131,106). Filing ↗
21Section 06, 2022 voteForm 8-K2022-05-060001098151-22-000016Item 5.07 · say-on-pay result. As reported: 98.41%. Filing ↗
22Section 06, 2019 voteForm 8-K2019-05-080001098151-19-000026Item 5.07 · say-on-pay result. As reported: 98.42%. Filing ↗
23Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
24Section 09b board cost (computed)ComputedcomputedCash 687,125 + equity 685,368 + all other 0 = 1,372,493, summed across the director compensation table rows.machine: formula: Σ = 1,372,493
25Fidelity D & D Bancorp Inc (subject), Section 10b CEO totalDEF 14A2026-03-250001437749-26-009691CEO total compensation as printed in Fidelity D & D Bancorp Inc's own proxy. As printed: 1,263,329. Filing ↗machine: r1 · c24 · span 447576–447585