Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-15

FIDELITY D & D BANCORP INC (FDBC)

CEO Daniel Santaniello was paid $1,263,329 in fiscal year 2025, ↑ up 26.5% from fiscal year 2024 (SEC filing 0001437749-26-009691 ↗): 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

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Sample answer — “What is the CEO’s total compensation?”
- Daniel Santaniello (President and Chief Executive Officer of the Company and the Bank), FY2025 total compensation $1,263,329 (base salary $557,951) [exec_comp, SEC accession 0001437749-26-009691, filed 2026-03-25]

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FDBC's next annual pay disclosure, estimated March 24, 2027.est. Filing ↗

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 FY2024→2025
Daniel Santaniello$1,263,329$998,371$865,183↑ +264,958
Salvatore DeFrancesco687,821586,221526,806↑ +101,600
Ruth Turkington599,241489,794339,733↑ +109,447

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

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$1,263,329 Daniel Santaniello total, FY2025

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Data as of September 15, 2026 · Source: 0001437749-26-009691 · Velarion Executive Compensation Database, deposited on Zenodo (doi:10.5281/zenodo.22283855).

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Companies that benchmark against FDBC
11 companies name FDBC as a compensation peer

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01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Daniel SantanielloCEO$1,263,329
Ruth TurkingtonEVP$599,241
Salvatore DeFrancescoCFO$687,821
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Alan SilvermanIndependent Director$171,296
Brian J. CaliChair of the Board$205,671
HelenBeth G. VilcekIndependent Director$171,296
James ClementeIndependent Director—
John T. CognettiIndependent Director$171,296
Michael J. McDonaldIndependent Director$194,671
Paul C. WoelkersIndependent Director$171,296
Richard M. HotchkissFormer director (through FY2025)$115,671
Rocco A. DelVecchioIndependent Director—
William J. Joyce SrIndependent Director$171,296
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. CaliDirector2026-06-12A273——CommonForm 4 ↗
Brian J. CaliDirector2026-09-14A250——CommonForm 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 TurkingtonRSA2026-02-18——1,657—$74,747
Salvatore DeFrancescoRSA2026-02-18——1,813—81,784
Daniel SantanielloRSA2026-02-18——3,500—157,885
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
Salvatore DeFrancescoRSU4,368—190,139
Ruth TurkingtonRSU3,232—140,689
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 · Executive (Chair) · Compensation (Chair) · Audit · Building · Governance · Loan · Nominating$120,000$85,671$0$0$0$205,671
Michael J. McDonaldIndependent · Audit (Chair) · Executive · Compensation · Loan · Nominating · Risk Management109,00085,671000194,671
Paul C. WoelkersIndependent85,62585,671000171,296
William J. Joyce SrIndependent85,62585,671000171,296
HelenBeth G. VilcekIndependent · Audit · Executive · Compensation · Building · Governance · Human Resources · Loan · Nominating · Risk Management85,62585,671000171,296
Alan SilvermanIndependent · Audit · ALCO · Credit Administration · Loan · Nominating · Risk Management85,62585,671000171,296
John T. CognettiIndependent85,62585,671000171,296
Richard M. HotchkissIndependent · Departed during FY30,00085,671000115,671
James ClementeIndependent · Audit000000
Rocco A. DelVecchioIndependent000000
Daniel J. SantanielloEmployee director000—00
09

Board fee structure and ownership guideline

Annual cash retainer$42,500
Annual equity retainer$85,671
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
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.

10d

Frequently asked questions

Who was the highest-paid executive at FIDELITY D & D BANCORP INC in fiscal 2025?
As disclosed, Daniel Santaniello (President and Chief Executive Officer of the Company and the Bank) was the highest-paid executive at FIDELITY D & D BANCORP INC in fiscal 2025, with total compensation of $1,263,329.
How did shareholders vote on FIDELITY D & D BANCORP INC's executive compensation?
As disclosed, 96.67% of shareholders supported FIDELITY D & D BANCORP INC's executive compensation in the latest say-on-pay vote.
How much does FIDELITY D & D BANCORP INC spend in total on board compensation for fiscal 2025?
As disclosed, FIDELITY D & D BANCORP INC 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 14A——Section “Executive Compensation” · grants of plan-based awards table.
5Section 03, Salvatore DeFrancesco RSADEF 14A——Section “Executive Compensation” · grants of plan-based awards table.
6Section 03, Daniel Santaniello RSADEF 14A——Section “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: span 676267–676274
9Section 08, Michael J. McDonaldDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 194,671. Filing ↗machine: span 678344–678351
10Section 08, Paul C. WoelkersDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: span 680600–680607
11Section 08, William J. Joyce SrDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: span 680600–680607
12Section 08, HelenBeth G. VilcekDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: span 680600–680607
13Section 08, Alan SilvermanDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: span 680600–680607
14Section 08, John T. CognettiDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 171,296. Filing ↗machine: span 680600–680607
15Section 08, Richard M. HotchkissDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 115,671. Filing ↗machine: span 682677–682684
16Section 08, James ClementeDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 0. Filing ↗
17Section 08, Rocco A. DelVecchioDEF 14A2026-03-250001437749-26-009691Section “Director Compensation”. As printed: 0. Filing ↗
18Section 08, Daniel J. SantanielloDEF 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 02, Brian J. Cali 2026-09-14Form 42026-09-150001437749-26-030422Insider equity transaction reported since the proxy statement. Filing ↗
21Section 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 ↗
22Section 06, 2022 voteForm 8-K2022-05-060001098151-22-000016Item 5.07 · say-on-pay result. As reported: 98.41%. Filing ↗
23Section 06, 2019 voteForm 8-K2019-05-080001098151-19-000026Item 5.07 · say-on-pay result. As reported: 98.42%. Filing ↗
24Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
25Section 09b board cost (computed)Computed——Cash 687,125 + equity 685,368 + all other 0 = 1,372,493, summed across the director compensation table rows.machine: formula: Σ = 1,372,493
26FIDELITY 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

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