AGM 2021

May 15, 2021

Slides

Good morning. My name is Bill Aubrey, and I am Chairman of the Board of Directors of Peoples Financial Services Corporation. I'm very pleased to welcome you to our 2021 Annual Meeting of Shareholders as we did last year. We are hosting our annual meeting via a live audio webcast. And to share our prior year's performance and our plans for the future of the company. We hope to bring more clarity to our company's performance, strategies and community support through a combination of our virtual meeting and our investor presentations that can be found on our website atwww.psbt.com. As is our custom, we will conduct the formal portion of our meeting first, after which we will have a question and comment period. To allow us to answer the questions from as many shareholders as possible, we will limit each shareholder to 2 questions. If there is a question about a matter to be voted upon, it may be submitted in the field provided in the web portal and we will endeavor to answer it before the voting is closed. The rules of conduct for this meeting are posted on the bottom right side of the web portal. Before we begin our meeting, I'd like to thank Director Steve Weinberger for his 22 years of dedicated service and we wish him well in his retirement from our Board. We will be recognizing him later in the meeting. Also, I'd like to congratulate Tom Delaney on his promotion to President and Chief Operating Officer this past year. Tom's appointment makes him only the 10th President in People's 116 year history. I'd like to recognize my fellow directors Sandy Bodnik, Craig Best, Ron Kikuchka, Rick Laukin, Jim Nicklaus, Steve Weinberger and Joe Wright, whom are also joining us today. Chris DeMarco and Malia Malouf from Baker Tilly are present and during the question and comment period will be available to respond to accounting questions and make a statement if they so desire. Marie Luciani will serve as the Secretary of this annual meeting. With that, I will turn our meeting over to our Executive Vice President, Chief Risk Officer and Corporate Secretary, Tim Kirtley, who will be serving as the presiding officer for this annual meeting. Thank you. Thank you, Bill, and welcome to our 2021 Annual Meeting of Shareholders. This meeting is now officially called to order. As stated in the notice of meeting, the purpose for today's meeting is to consider and vote upon the election of 2 directors to the company's Board of Directors, each to serve until the 2024 Annual Meeting of Shareholders and until their successor has been elected and qualified A proposal to approve on an advisory basis, the compensation of our named executive officers and the ratification of Baker Tilly U. S. LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Board of Directors has appointed Arthur Regan from Regan and Associates Inc. To serve as Judge of Election for this annual meeting. I have received from Mr. Regan the oath of office, which I direct the secretary to file with the minutes of this meeting. I understand from the judge of election that there is represented here today in person or by proxy at least a majority of the votes which all shareholders are entitled to cast. Therefore, I declare that a quorum is present and that the 2021 Annual Meeting of Shareholders be and it hereby is properly convened for the conduct of business. I will now ask Marie Luciani, the Secretary to report on the mailing of the notice of meeting and related matters. Thank you, Tim. I have received an affidavit of distribution form from Broadridge Financial Solutions, Inc. Certifying that the proxy materials were made and deposited with the United States Post Office commencing on April 5, 2021. The affidavit will be filed with the minutes of this meeting. Thank you, Marie. As has been noted, we do have a quorum present here today and we will proceed with our election of directors and voting on the other proposals, which will then be followed by a question and comment period. The first matter to consider today is the election of 2 directors to our Board of Directors, each to serve until the 2024 Annual Meeting of Shareholders and until their successor has been elected and qualified. The Board has nominated 2 incumbent directors for reelection. Our director nominees are Richard S. Lachlan, Jr. And James B. Nicholas, both to serve until the year 2024. The backgrounds and experiences of the Director nominees as well as other relevant information are included in the proxy materials previously distributed to the shareholders. We will also be voting today on proposal number 2 to approve on an advisory basis the compensation of our named executive officers and proposal number 3 to ratify the appointment of Baker Tilly U. S. LLP as our auditor for 2021. Detailed information regarding each of the proposals was included in the proxy materials previously distributed to the shareholders. At this time, I declare the polls to be open for the recordation and tally of the shareholder votes. For those shareholders who haven't yet voted or wish to change their vote, you may do so by clicking on the voting button on the web portal and following the instructions there. If you have mailed in a proxy or voted by proxy by telephone or Internet, your shares will be voted in accordance with your instructions. You do not need to vote again if you have already returned unless you want to change your vote. I'm going to pause now to see if there are any questions on matters to be voted upon and to see if any shareholders are going to vote at this time. Being that there are no questions, it appears that all shareholders desiring to vote during the meeting have done so. Accordingly, I declare the polls for the Annual Shareholder Meeting closed. Mr. Regan, would you provide the Annual Meeting with your preliminary report? Mr. Presiding Officer, my preliminary report is as follows. The 2 Director nominees, Mr. Locket, Mr. Nicholas, each to serve until the 2024 Annual Meeting of Shareholders and until their successors have been elected and qualified, received at least 3, 040, 615 shares voting for their election which is well in excess of the vote required. The proposal to approve on an advisory basis, the compensation of the bank's named executive officers received at least 3, 737, 204 shares voting for, which is also well in excess of the vote required. And finally, the proposal to ratify Baker Tilly U. S. LLP as the bank's independent registered public accounting firm for the fiscal year ending December 31, 2021 received at least 5, 085, 259 shares voting for, which is also well in excess of the vote required. Based on the preliminary report of the Judge of Election, I declare that the 2 Director nominees have been reelected on an advisory basis, the compensation of the bank's named executive officers has been received and recorded and the proposal to ratify the appointment of Baker Tilly U. S. LLP has been approved. I direct the Judge of Elections to prepare his final report as soon as practicable and deliver it to the Secretary to be filed with the minutes of this annual meeting. In just a moment, we will begin a question and comment period With the election of directors and voting on the other proposals concluded, however, there is no further formal business to properly come before this annual meeting. Therefore, I declare this 2021 Annual Meeting of Shareholders to be adjourned. Now, I'd like to introduce our Chief Executive Officer, Craig Best. He will be answering any questions from our shareholders. Thank you, Tim. First, I'd like to just take a moment and congratulate our Director, Steve Weinberger on his 22 years of dedicated service to our shareholders. Steve is coming off the Board this year and we'll miss his guidance and leadership and we wish him the best. Before we get to any questions, I would like to give a recap of 2020. 2020 was an extremely unprecedented year. COVID virus was devastating to our country and to our economy. Worldwide COVID infected 161, 000, 000 people causing 3, 300, 000 deaths in the United States, 33, 000, 000 people were infected and we lost 598, 000 Americans. Our year began strong. In January, we had good loan growth and deposit growth, but we began hearing of the new COVID virus in China and that it was spreading to other countries. By February, we were running through our pandemic response plans and by the end of March, we were in full lockdown as a company and a country. By April, the entire country was shut down and unemployment rate in the United States jumped from 3% to over 10% in a little over a month. Our primary concern was for the health and safety of our employees and customers. We limited all offices to drive up service only and reduce staff in our buildings to 60%. We were working on our strict social distancing protocols and we followed all of the CDC and state recommendations. Our organic loan growth came to abrupt stock as we focused on assisting customers navigate through the disruption of the pandemic. Our bank processed $210, 000, 000 of government supported and SBA backed Paycheck Protection Program loans or PPP loans. And we granted over $300, 000, 000 of loan payments for loan payment deferrals for our customers and our business customers. We quickly implemented our liquidity contingency plan. We paid down debt by over $200, 000, 000 We significantly increased our loan loss reserve. We raised $33, 000, 000 in sub debt to support our capital levels and we focused on managing our credit portfolios. Throughout the pandemic, we continued to pay all employees whether they were working or not and we strongly encouraged any employee who felt that they were in a high risk category or if they were caring for an individual in a high risk category that they stay home. We supported our communities by donating 1, 000 of dollars to local food banks and we provided 1, 000 of meals to local healthcare workers. And by the end of June, the bank had built a fortress balance sheet preparing ourselves for the possibility of severe credit deterioration. Fortunately, losses never came. The government and the Federal Reserve teamed up to provide 2 stimulus packages, which infused a tremendous amount of liquidity into our company. As a result, we went from preparing for the worst to having the best year financially on record. Our earnings increased $29, 400, 000 or to $4 a share. That was a 15.3% increase over year end 2019. Total assets grew $408, 000, 000 or 16.5 percent and our loans on the strength of strong PPP lending increased by $239, 000, 000 or 12.4%. Deposit growth was a record growing $465, 000, 000 or 23.6 percent. All the while, our asset quality metrics continued to improve to top of peer levels for both charge offs and non performing assets. It was truly an unprecedented year that showcase what our employees are able to accomplish even under the most extreme circumstances. Now let's see if we have any questions. First question we have is, as of Twelvethirty Onetwenty 1 Federal Reserve is requiring banks to move from LIBOR rate to SOFR or Ambor. How will this affect the bank's loan pricing? All of our current loan documents have built into it. The switch to an alternative rate other than LIBOR. Our wording allows us to change both the index and the spread, so the bank will remain whole with the original pricing. So we do not feel that it's going to have any impact on us. The second question, if President Biden's initiative on taxes are passed and the corporate rate increases from 21% to 28%, how does it affect the bank's stock position considering the stock buyback plan and where does the bank look for opportunities to offset the 7% increase? First on the buyback, we don't feel that that will have any bearing on our buyback. The buyback is really dictated by the current market price and if we feel that we can purchase the stock, so that's accretive to earnings and to tangible book value. As far as what we're doing to prepare for such an increase in taxes, the 7 percent increase in taxes would cost us about $2, 000, 000 a year in earnings. To prepare for that, we have been aggressively bidding on municipal financing, which is tax free income for us and we've been purchasing tax free municipal bonds to help us avoid some of that increase. We're also identifying expenses that we would be able to eliminate if need be, should that tax rate increase. There are no other questions that have been asked. So since there are no other questions, I'd like to thank all of the attendees. I'd like to thank our management, our board for their support. And we're going to conclude the question and answer period. I hope everyone has a good weekend and a much better year in 2021. Thank you.