NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY ~~3, 2016~~2, 2017

TO THE SHAREHOLDERS OF FIDELITY D & D BANCORP, INC.:

NOTICE IS HEREBY GIVEN that Fidelity D & D Bancorp, Inc. will hold its Annual Meeting of Shareholders on Tuesday, May ~~3, 2016~~2, 2017 at 3:00 p.m., Eastern Daylight Time, at the main office of Fidelity D & D Bancorp, Inc., at Blakely and Drinker Streets, Dunmore, Pennsylvania 18512, to consider and vote upon the following proposals:

(1)

to elect three (3) Class ~~C Directors~~B directors to serve for a three-year term and until their successors are elected and qualified;

(2)

to ratify the selection of an independent registered public accounting firm for the Corporation for the year ending December 31, ~~2016;~~2017; and

(3)

~~to conduct a non-binding vote on executive compensation; and~~

~~(4)~~

to transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Shareholders of record at the close of business on March ~~9, 2016,~~8, 2017, are entitled to notice of the meeting and may vote at the annual meeting, either in person or by proxy.

Management welcomes your attendance at the annual meeting. Whether or not you expect to attend the annual meeting in person, we ask you to complete either online, by telephone or sign, date orand promptly return the proxy in the accompanying postage-paid envelope. The prompt return of your proxy will save expenses involved in further communications. Even if you return a proxy, you may vote in person if you give written notice to the Secretary of the Company and attend the annual meeting. Promptly returning your completed proxy will ensure that your shares are voted in accordance with your wishes and will guarantee the presence of a quorum.

The Board of Directors is distributing this proxy statement, form of proxy, and Fidelity D & D Bancorp, Inc.’s ~~2015~~2016 Annual Report on or about March ~~23, 2016.~~22, 2017.


	By Order of the Board of Directors,

	/s/ John T. Cognetti
	John T. Cognetti
Dunmore, Pennsylvania	Secretary
March ~~23, 2016~~22, 2017

YOUR VOTE IS IMPORTANT.

PLEASE VOTE ONLINE, BY TELEPHONE,

OR COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD.

Important Notice Regarding Internet Availability of Proxy Materials for the Shareholder Meeting to be held on May ~~3, 2016.~~2, 2017. The Proxy Statement, Proxy Card and ~~2015~~2016 Annual Report are available at www.bankatfidelity.com/proxymaterials.

PROXY STATEMENT

Date, Time and Place of the Annual Meeting

Fidelity D & D Bancorp, Inc. (the “Company”) is furnishing this proxy statement in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting of Shareholders of the Company. The annual meeting will be held at the main office of Fidelity D & D Bancorp, Inc., Blakely and Drinker Streets, Dunmore, Pennsylvania 18512 on Tuesday, May ~~3, 2016~~2, 2017 at 3:00 p.m., Eastern Daylight Time. The telephone number for the Company is (570) 342-8281. Please direct all inquiries to Salvatore R. DeFrancesco, Jr., Treasurer and Chief Financial Officer of the Company.

Description of the Company

Fidelity D & D Bancorp, Inc., a Pennsylvania corporation and registered bank holding company, was organized in 1999 and became the holding company for The Fidelity Deposit and Discount Bank (the “Bank”) on June 30, 2000. The Bank, the Company’s wholly-owned, sole subsidiary, was established in 1902 as a commercial banking institution under the laws of Pennsylvania. In 1997, the Bank acquired trust powers. The Bank offers a full range of traditional banking and trust services as well as alternative financial products and services.

The Board of Directors provides a copy of the annual report for the fiscal year ended December 31, ~~2015,~~2016, with this proxy statement. The annual report is available online at www.bankatfidelity.com/proxymaterials. You may obtain additional print copies of the Company’s annual report for the ~~2015~~2016 fiscal year at no cost by contacting Salvatore R. DeFrancesco, Jr., Treasurer and Chief Financial Officer, Fidelity D & D Bancorp, Inc., Blakely and Drinker Streets, Dunmore, Pennsylvania 18512, telephone (570) 342-8281.

We have not authorized anyone to provide you with information. You should rely only on the information contained in this document or in documents to which we refer you. Although we believe we have provided you with all the information you will need to make your decision to vote, events may occur at the Company subsequent to printing this proxy statement that might affect your decision or the value of your stock.

PROXY AND VOTING PROCEDURES

Solicitation and Voting of Proxies

The Board of Directors furnishes this proxy statement and proxy to shareholders on or about March ~~23, 2016.~~22, 2017. The Board of Directors of the Company solicits this proxy for use at the ~~2016~~2017 Annual Meeting of Shareholders of the Company. The directors, officers and other employees of the Company or the Bank may solicit proxies in person or by telephone, facsimile, or other electronic means. The Company will pay the cost of preparing, assembling, printing, mailing and soliciting proxies and any additional material that the Company sends to shareholders. The Company will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of stock held by these persons. The Company will reimburse these persons for their reasonable forwarding expenses.

Only shareholders of record as of the close of business on Wednesday, March ~~9, 2016,~~8, 2017, the voting record date, may vote at the annual meeting. On all matters to come before the annual meeting, shareholders may cast one vote for each share held. Cumulative voting rights do not exist with respect to the election of directors.

By properly completing a proxy, the shareholder appoints the proxy holders named to vote his or her shares as specified on the proxy. Any valid proxy, which does not specify how the shares are to be voted, will be voted FOR:

Election of ~~Brian J. Cali, Patrick J. Dempsey~~Mary E. McDonald, Kristin D. O’Donnell and ~~Daniel J. Santaniello~~ David L. Tressler, Sr. as Class CB directors of the Company, each for three-year terms expiring in ~~2019;~~2020; and

Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2016; and~~2017.

~~Non-binding vote on executive compensation.~~

If a shareholder is a participant in the Fidelity D & D Bancorp, Inc. Dividend Reinvestment Plan, his or her proxy will also serve as a proxy for the shares held in the plan. Computershare, as the administrator of the plan, will not provide plan participants with separate proxies covering the shares held in the Dividend Reinvestment Plan. Each holder of common stock is entitled to one vote, in person or by proxy, for each whole share of common stock held as of the record date. If your proxy is signed but does not indicate your voting preferences, the proxy holders will vote your shares for all nominees and in favor of the ~~proposals~~proposal to ratify the Company’s independent registered public accounting firm ~~and approve the compensation of the named executive officers~~ as disclosed in this proxy ~~statement.~~statement. If you do not return a proxy, your shares will not be voted.

Quorum and Vote For Approval

The Company’s Articles of Incorporation authorize the issuance of up to 10,000,000 shares of common stock. At the close of business on March ~~9, 2016,~~8, 2017, the Company had ~~2,468,446~~2,481,864 of common stock outstanding, without par value. The Company’s Articles of Incorporation also authorize the issuance of up to 5,000,000 shares of preferred stock. The Company has not issued preferred stock.

To hold the annual meeting, a “quorum” of shareholders must be present. Under Pennsylvania law and the by-laws of the Company, the presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the meeting. Votes withheld and abstentions will be counted in determining the presence of a quorum for the particular matter. The Company will not count broker non-votes in determining the presence of a quorum. A broker non-vote occurs when a broker nominee, holding shares for a beneficial owner, does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner. Those shareholders present, in person or by proxy, may adjourn the meeting to another time and place if a quorum is lacking.

Assuming the presence of a quorum, the three (3) nominees for Class CB directors receiving the highest number of votes cast by shareholders entitled to vote for the election of directors shall be elected. Votes withheld from a nominee and broker non-votes will not be cast for a nominee. The Company’s Articles of Incorporation do not permit cumulative voting in the election of directors.

Revocability of Proxy

Shareholders who submit valid proxies to the Company may revoke them at any time before they are voted by:

Delivering written notice of revocation to John T. Cognetti, Secretary of Fidelity D & D Bancorp, Inc., at Blakely and Drinker Streets, Dunmore, Pennsylvania 18512;

Delivering a properly executed proxy bearing a later date to John T. Cognetti, Secretary of Fidelity D & D Bancorp, Inc., at Blakely and Drinker Streets, Dunmore, Pennsylvania 18512;

Voting again via telephone or Internet vote; or

Attending the meeting and voting in person, after giving written notice to John T. Cognetti, Secretary of the Company.

You have the right to vote and, if desired, to revoke your proxy any time before the annual meeting. Should you have any questions, please call John T. Cognetti, Secretary, at (570) 342-8281.

Methods of Voting

If you are a shareholder whose shares are registered in your name, you may vote your shares by using one of the following four methods:

On-line via the Internet. If you hold the Company’s common stock in your own name and not through a broker or other nominee, you can vote your shares of common stock electronically via the Internet at www.investorvote.com/FDBC. Internet voting is available 24 hours a day until 3:00 a.m. local time on May ~~3, 2016.~~2, 2017. Internet voting procedures are designed to authenticate shareholders by using the individual control numbers on your shareholder meeting notice or proxy card. If you vote via the Internet, you do not need to return your proxy card.

Telephone. If you hold the Company’s common stock in your own name and not through a broker or other nominee, you can vote your shares of common stock on a touch tone telephone by dialing the toll-free telephone number 1-800-652-VOTE (8683). Telephone voting is available 24 hours a day until 3:00 a.m. local time on May ~~3, 2016.~~2, 2017. Telephone voting procedures are designed to authenticate shareholders by using the individual control numbers on your shareholder meeting notice or proxy card. If you vote by telephone, you do not need to return your proxy card.

Mail. To vote your proxy by mail, please obtain a copy of the Proxy Materials. If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Then, please complete your proxy card and sign, date and return it in the enclosed envelope. To be valid, a returned proxy card must be signed and dated.

In person. If you attend the annual meeting in person, you may vote your shares by completing a ballot at the meeting. If you wish to attend and vote at the meeting, please bring the shareholder meeting notice with you. Attendance at the annual meeting will not by itself be sufficient to vote your shares; you still must complete and submit a ballot at the annual meeting.

If your shares are registered in the nominee name of a bank or brokerage firm, you will receive instructions from your holder of record that must be followed in order for the record holder to vote the shares per your instructions. Many banks and brokerage firms have a process for their beneficial holders to provide instructions over the telephone or via the Internet. If you hold shares through a bank or brokerage firm and wish to be able to vote in person at the meeting, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of elections with your ballot.

GOVERNANCE OF THE COMPANY

Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board of Directors has adopted and adheres to corporate governance practices which the Board of Directors and Management believe promote this purpose, are sound and represent best practices. We continually review these governance practices, Pennsylvania law (the state in which we are incorporated), the rules and listing standards of Nasdaq, and SEC regulations, as well as best practices suggested by recognized governance authorities.

Board or Directors Leadership Structure

The Company separates the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day operation and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer and presides over meetings of the Board of Directors. The Board of Directors believes the separated roles of Chief Executive Officer and Chairman are in the best interest of shareholders because it promotes both strategic development and facilitates information flow between Management and the Board of Directors, both essential for effective governance.

The Company's Board of Directors oversees all business, property and affairs of the Company. The President and Chief Executive Officer and the Company's Officers keep the members of the Board of Directors informed of the Company’s business through discussions at Board of Directors’ meetings and by providing them with reports and other materials. The ~~directors~~Directors of the Company also serve as the directors of the Company's wholly-owned bank subsidiary, The Fidelity Deposit and Discount Bank, upon election by the Company.

Currently, our Board of Directors has nine members. Under the Nasdaq listing standards for independence, Michael J. McDonald, David L. Tressler, Sr., Mary E. McDonald, Brian J. Cali, John T. Cognetti, Patrick J. Dempsey, Kristin D. O’Donnell and Richard J. Lettieri meet the Nasdaq standards forindependence. ~~This~~This constitutes more than a majority of our Board of Directors. In determining the Director’s independence, the Board of Directors considered loan and certain business transactions between the Company and the Director, their immediate family members and businesses with whom they are associated.

The table below includes a description of other categories or types of transactions, and relationships or arrangements considered by the Board of Directors, in addition to those listed above, in reaching their determination that the directors are independent under Nasdaq rules.


Name	Independent	Other transactions, Relationships or Arrangements
Brian J. Cali	Yes	Legal services
John T. Cognetti	Yes	Real Estate services
Patrick J. Dempsey	Yes	Facility Services
Kristin D. O’Donnell	Yes	Facility Services
Richard J. Lettieri	Yes	None
Michael J. McDonald	Yes	None
Mary E. McDonald	Yes	None
David L. Tressler, Sr.	Yes	None

In each case, the Board of Directors determined that none of the transactions above impaired the independence of these directors. For more information, please refer to “Certain Business Relationships and Transactions with Management.”

Risk Management

The Board of Director's role in the Company's risk oversight process includes receiving regular reports from members of Management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic, and reputational risks. The Board of Directors receives reports from various committees of the Board of Directors. The Chair of the respective committee reports on the discussion to the full Board of Directors during the committee report section of the Board of Directors’ meetings. This enables the Board of Directors and its committees to coordinate risk oversight, particularly with respect to risk interrelationships. As part of its charter, the Audit Committee discusses, with respect to audit and risk review,the adequacy and effectiveness of internal accounting controls, financial systems or financial statements, the accuracy of management reporting and compliance with laws, regulations and Company policy. The Board of Directors conducted a risk assessment of the Bank's compensation program and concluded that the program is balanced, does not motivate imprudent risk taking, and is not reasonably likely to have a material adverse effect on the Corporation.

Meetings and Committees of the Board of Directors

During ~~2015,~~2016, the Company’s Board of Directors maintained three standing committees, and the Bank’s Board of Directors maintained nine standing committees. The Board of Directors of the Company has a standing Executive Committee, Compensation Committee and Audit Committee. In addition, the full Board of Directors of the Company performs the functions of a Nominating Committee. The Board of Directors of the Bank has an Asset/Liability Committee, Audit and Compliance Committee, Credit Administration Committee, Executive Committee, Human Resource Committee, Compensation Committee, Loan Application Committee, Trust/~~401(k)/~~Investment Committee, and a Building Committee.

Executive Committee. Members of the Company’s Executive Committee were Patrick J. Dempsey, Chairman, Michael J. McDonald, and Brian J. Cali. All members of the Executive Committee meet the Nasdaq listing standards for independence. The principal duties of the Executive Committee are to act on behalf of the Board of Directors between meetings to take action on loan approvals and to review and evaluate governance issues and strategic plans. The Executive Committee met three (3) times in ~~2015.~~2016.

Compensation Committee. Members of the Company’s Compensation Committee were Patrick J. Dempsey, Chairman, Michael J. McDonald, and Brian J. Cali. ~~The Compensation Committee does not have a formal charter.~~ All members of the Compensation Committee meet the Nasdaq listing standards for independence. The primary purpose of the committee is to review and approve the annual base salaries and annual incentive for the Chief Executive Officer and other executive officers; review and approve incentive awards including both cash ~~bases~~based and equity based awards; any employment arrangements; any change-in-control agreements and provisions affecting any element of compensation and benefits. Secondarily, the committee reviews and makes recommendations to our Board of Directors regarding director compensation. Lastly, the committee reviews and makes recommendations to the Board of Directors with respect to new compensation programs. The Compensation Committee met ~~five (5)~~six (6) times in ~~2015.~~2016.

Audit Committee. Members of the Company’s Audit Committee were Michael J. McDonald, Chairman, Mary E. McDonald, Richard J. Lettieri and David L. Tressler, Sr. All members are independent under Nasdaq and SEC standards. The Board of Directors has determined that David L. Tressler, Sr. is an “audit committee financial expert” as defined under applicable SEC and Nasdaq rules. The principal duties of the Audit Committee, as set forth in its charter, which is available on our website, www.bankatfidelity.com, under Investor Relations – Other Information - Governance Documents, include reviewing significant audit and accounting principles, policies and practices, reviewing performance of internal auditing procedures, reviewing reports of examination received from regulatory authorities and recommending annually, to the Board of Directors, the engagement of an independent registered public accounting firm. The Audit Committee met six (6) times during ~~2015.~~2016.

Nominating Committee. The entire Board of Directors desires to participate on and performs the functions of a Nominating Committee. All members of the Board of Directors, except for Daniel J. Santaniello meet the Nasdaq listing standards for independence. Because of full ~~Director~~director participation, the Board of Directors believes there is no need to have a separate standing committee to perform similar functions. The principal duties of a Nominating Committee include developing and recommending the criteria for selecting qualified director candidates, identifying individuals qualified to become Board of Directors members, evaluating and selecting or recommending director nominees for each election of directors, considering committee member qualifications, appointment and removal, recommending codes of conduct and codes of ethics applicable to the Company and providing oversight in the evaluation of the Board of Directors and each committee. Because of the rare occurrence of shareholder recommendations, the Board of Directors has not developed a formal policy to consider potential director candidates recommended by shareholders, but will give due consideration to any and all such candidates. If a shareholder wishes to recommend a potential director candidate, the shareholder should mail the information regarding the candidate as required by the Company’s by-law provision section 9.1 to the

Secretary of the Company at the Company's offices at Blakely and Drinker Streets, Dunmore, PA 18512. The Board of Directors acting as a Nominating Committee did not meet in ~~2015.~~2016.

Composition Table of the Company and Bank Committees

TRUST/

CREDIT

HUMAN

401K/

CREDIT

HUMAN

TRUST/

AUDIT*

ALCO

ADM.

EXEC.*

COMP*

RESCS.

LOAN

NOM*

INVEST.

BLDG

AUDIT*

ALCO

ADM.

EXEC.*

COMP*

RESCS.

LOAN

NOM*

INVEST.

BLDG

Brian J. Cali

John T. Cognetti

Patrick J. Dempsey

Richard J. Lettieri

Mary E. McDonald

Michael J. McDonald

Kristin D O’Donnell

Kristin D. O’Donnell

Daniel J. Santaniello

David L. Tressler, Sr.

Meetings held in 2015

Meetings held in 2016

The Board of Directors of the Company met 24 times during ~~2015.~~2016. There were a total of 4953 meetings of the various committees of the Board of Directors in ~~2015.~~2016. All directors attended at least 75% or more of the meetings of the Board of Directors and of the various committees on which they served. The Board of Directors has no policy regarding annual meeting attendance. All directors attended the ~~2015~~2016 Annual Meeting of Shareholders. All directors anticipate attending the ~~2016~~2017 meeting.

The Board of Directors has not adopted a formal process for shareholders to send communications to the Board of Directors. Due to the infrequency of shareholder communications, the Board of Directors does not believe that a formal process is necessary. Written communications received by the Company from shareholders are shared with the full Board of Directors no later than the next regularly scheduled Board of Directors meeting.

In considering whether to recommend any candidate for inclusion as a nomination for director, including candidates recommended by shareholders, the Board of Directors has determined that the Board of Directors must have the right diversity. This includes the candidate's integrity, business acumen, age, experience, education, commitment, diligence, conflicts of interest and the ability to act in the best interests of all shareholders. The Board of Directors seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. Nominees are not discriminated against on the basis of race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.

Under the Company’s by-laws, nominations for director may be made by the Board of Directors or by a shareholder of record entitled to vote. In order for a shareholder to make a nomination, the shareholder must provide a notice along with the additional information and materials required by the by-laws to the Company’s Secretary not less than 60 days prior to the date of any meeting of shareholders called for the election of directors. For our annual meeting in the year ~~2017,~~2018, we must receive this notice on or before March ~~3, 2017.~~2, 2018. You can obtain a copy of the full text of the by-law provision by writing to John T. Cognetti, Secretary, Blakely and Drinker Streets, Dunmore, PA. A copy of our by-laws has been

filed with the Securities and Exchange Commission as an exhibit to the Company’s current report on Form 8-K, filed with the SEC on November 21, 2007.

Any shareholder who, in accordance with the proxy rules of the SEC, wishes to submit a proposal for inclusion in the Company’s proxy statement for its ~~2017~~2018 Annual Meeting of Shareholders must deliver such proposal in writing to the Secretary of Fidelity D & D Bancorp, Inc. at its principal executive office, Blakely and Drinker Streets, Dunmore, Pennsylvania 18512, not later than November ~~23, 2016.~~22, 2017.

A shareholder may have other business brought before the ~~2017~~2018 Annual Meeting by submitting the proposal to the Company’s Secretary, in accordance with our by-laws. The proposal must be delivered to our executive offices at Blakely and Drinker Streets, Dunmore, PA 18512, to the attention of the Company’s Secretary. We are not required to include any proposal received after November ~~23, 2016~~22, 2017 in our proxy materials for the ~~2017~~2018 annual meeting.

Since 1993, the Bank has had a Code of Ethics. As required by law and regulation, the Board of Directors amended the Code of Ethics as of March 16, 2004, so that our Code of Ethics is applicable to all of the Company’s and the Bank’s directors, officers and employees, including the Chief Executive Officer and senior financial officers.

The Code of Ethics encourages individuals to report any conduct that they believe in good faith to be an actual or apparent violation of the code of ethics. The Board of Directors periodically receives reports on our compliance program. The Code of Ethics is posted on our website atwww.bankatfidelity.com, under Investor Relations – Other Information - Governance ~~Documents.~~Documents. We have also filed a copy of the Code of Ethics with the SEC as Exhibit 14 to our December 31, 2003 Annual Report on Form 10-K.

The Company’s by-laws provide that the Board of Directors consist of at least three directors and be classified into three classes. Each class is elected for a term of three years. Accordingly, the terms of the classes expire at successive annual meetings. The Board of Directors may fix the number of directors and their respective classifications within the foregoing limits. A majority of the Board of Directors may also fill vacancies on the Board, and the person appointed to fill the vacancy serves, until the expiration of the term of office of the class of directors to which he or she was appointed.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL TO ELECT THE THREE NOMINEES LISTED BELOW AS CLASS CB DIRECTORS OF THE COMPANY.

Currently, Class A consists of three directors, Class B consists of three directors, and Class C consists of three directors. Shareholders will elect three Class CB directors at the annual meeting to serve for a three-year term that expires at the Company’s annual meeting in the year ~~2019.~~2020.

The proxy holders will vote the proxies for the election of each of the nominees named below, unless you indicate that your vote should be withheld from any or all of them. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified, or until his or her death, resignation or retirement.

The Board of Directors nominated ~~Brian J. Cali, Patrick J. Dempsey~~Mary E. McDonald, Kristin D. O’Donnell and ~~Daniel J. Santaniello~~David L. Tressler, Sr. to serve as Class CB directors ~~to serve~~ until the ~~2019~~2020 annual meeting of shareholders. ~~Messrs. Cali, Dempsey~~Mesdames McDonald and ~~Santaniello~~O’Donnell and Mr. Tressler, Sr. are presently members of the Board of Directors and have consented to serve another term if elected. If any of the nominees is unable to serve for any reason, a majority of the Board of

Directors then in office may fill the vacancy until the expiration of the term of the class of directors to which he or she was appointed.

The Board of Directors is proposing the following nominees for election as Class CB Directors at the annual meeting:

Mary E. McDonald	Kristin D. O’Donnell
~~Brian J. Cali~~	~~Patrick J. Dempsey~~	~~Daniel J. Santaniello~~David L. Tressler, Sr.

The Board of Directors recommends a vote FOR the election of the above named nominees for directors.

BOARD OF DIRECTORS AND MANAGEMENT

Information as to Directors and Nominees

The following biographies contain selected information with respect to the directors of the Company. The information includes each person’s age as of March ~~9, 2016,~~8, 2017, and principal occupation for at least the past five years.

Current Class A Directors (to serve until 2018)

John T. Cognetti

Mr. Cognetti, age ~~66,~~67, has been a Director of the Company since 1999. He has served as a member of the Bank’s Board of Directors since 1988. Mr. Cognetti is President of Hinerfeld Commercial Real Estate, based in Scranton, Pennsylvania. ~~Mr. Cognetti’ s education~~With his background and forty years’ experience in real estate brokerage, he provides ~~valuable~~ insight on the market value of regional commercial real estate ~~market~~providing guidance to the ~~commercial division of the Bank. Having~~Board. Also having hired and managed sales professionals ~~over the years, gives~~in his business, Mr. Cognetti ~~the ability to provide guidance~~shares his insight on ~~personnel matters, marketing/~~marketing, sales and management issues.

Richard J. Lettieri

Mr. Lettieri, age ~~68,~~69, has been a Director of the Company and a member of the Bank’s Board of Directors since 2012. In 1986, Mr. Lettieri founded Dock Square Consultants in Boston, MA, and managed the firm until his retirement in 2005. Since then he has continued consulting as a sole proprietor. His consulting practice is focused on business strategy and market development. Mr. Lettieri’s expertise in strategic consulting, centering on helping to solve complex problems and plot future directions in a wide variety of business environments, provides valuable insight for the Company and Bank.

Michael J. McDonald, Esquire

Mr. McDonald, age ~~61,~~62, has been a Director of the Company since 1999. Mr. McDonald has served as a member of the Bank’s Board of Directors since 1994. He is a partner with the law firm of McDonald and MacGregor, LLC in Scranton, Pennsylvania. Mr. McDonald’s education and legal experience provides valuable insight for the Bank.

Current Class B Directors (to serve until 2017)and Nominees (to serve until 2020, if re-elected)

Mary E. McDonald

Mrs. McDonald, age ~~83,~~84, has been a Director of the Company and member of the Bank’s Board of Directors since 2000. Mrs. McDonald is a retired educator. Mrs. McDonald’s many years in education provides valuable insight for the Company and Bank.

Kristin ~~Dempsey~~D. O’Donnell

Mrs. O’Donnell, age ~~46,~~47, has been a Director of the Company and a member of the Bank’s Board of Directors since 2012. Mrs. ~~O’Donnell~~O’Donnell’s experience includes over ~~thirteen~~fourteen years as a vice president of sales and marketing for Dempsey Uniform & Linen Supply, Inc., in Jessup, Pennsylvania, driving the responsible and successful growth of the company. As an owner and member of the ~~company’s~~Company’s Board of

Directors, she has also participated in risk assessment, financial statement preparation, review and analysis, and acquisitions. Mrs. O’Donnell has an undergraduate degree in Engineering and an M.B.A. Mrs. O’Donnell’s education and experience provides valuable insight for the Company and Bank.

David L. Tressler, Sr.

Mr. Tressler, age ~~79,~~80, has been a Director of the Company since 1999. Mr. Tressler has been a member of the Bank’s Board of Directors since 1998. He is currently a consultant for The Quandel Group, Inc., in Scranton, Pennsylvania. Mr. Tressler has a broad knowledge from his many years of banking experience which included 16 years as Chairman and CEO of a regional bank.

Current Class C Directors (to serve until ~~2016)~~ ~~and Nominees~~ ~~(to serve until 2019, if re-elected)~~2019)

Brian J. Cali, Esquire

Mr. Cali, age ~~63,~~64, has been a Director of the Company and a member of the Bank’s Board of Directors since February of 2001. He is the managing owner of Brian J Cali and Associate a ~~self-employed~~Pennsylvania law firm located in Dunmore, Pennsylvania. He has been a practicing attorney for ~~38 years practicing in Dunmore, Pennsylvania~~over 39 years. Mr. Cali is also the owner of and ~~is also~~has been affiliated with several businesses located in Northeastern Pennsylvania. ~~Mr.~~

Attorney Cali’s law practice and the experience he has in the operation, management, and affiliation with several businesses ~~with which he is affiliated with, provide~~provides a wealth of ~~everyday business experience.~~knowledge as a member of the Board of Directors and its Executive Committee.

Patrick J. Dempsey

Mr. Dempsey, age ~~82,~~83, has been a Director of the Company since 1999. Mr. Dempsey has also served as a member of the Bank’s Board of Directors since 1985. He is the founder and Chairman of the Board of Dempsey Uniform & Linen Supply, Inc., in Jessup, Pennsylvania. In addition to his advanced formal education, Mr. Dempsey has gained extensive knowledge in Human Resources, Finance, Marketing/Sales and Operations.

Daniel J. Santaniello

Mr. Santaniello, age ~~50,~~51, has been a Director of the Company and a member of the Bank’s Board of Directors since March 2011. Mr. Santaniello was named President and Chief Executive Officer on December 2, 2010. Mr. Santaniello had previously served as Vice President and Chief Operating Officer of the Company since May 2004. Mr. Santaniello has a broad knowledge of banking from his many years in banking.

Family Relationships

Director Mary E. McDonald is the aunt of Director Michael J. McDonald.

Director Kristin D. O’Donnellis the daughter of Director Patrick J. ~~Dempsey.~~Dempsey.

Executive Officers of the Company and Bank

Daniel J. Santaniello, age ~~50,~~51, was named President and Chief Executive Officer on December 2, 2010. Mr. Santaniello had previously served as Vice President and Chief Operating Officer of the Company since May 2004. Mr. Santaniello has been employed by the Bank since July 2001.

Salvatore R. DeFrancesco, Jr., CPA, CGMA, age ~~46,~~47, has served as Treasurer and Chief Financial Officer of the Company since January 2003. Mr. DeFrancesco has been employed by the Bank since January 2003 and serves as Executive Vice President and Chief Financial Officer.

Timothy P. O’Brien, age ~~64,~~65, has been employed by the Bank since January 2008 and serves as Senior Executive Vice President and Chief ~~Commercial Banking~~Lending Officer.

Eugene J. Walsh, age ~~51,~~52, re-joined the Bank on March 17, 2014 as Executive Vice President and Chief Risk and Credit Officer. In May 2016, Mr. Walsh was named Vice President & Chief Operating Officer of the Company and Executive Vice President & Chief Operating Officer of the Bank. Mr. Walsh was previously Executive Vice President and Senior Loan Officer of the Bank from 2001 to 2005. During the interim period, Mr. Walsh served as Vice President, Government Banking & Corporate Lending at M&T Bank in Wilkes-Barre, Pennsylvania, and Chief Financial Officer of Intific, Inc. in Peckville, Pennsylvania.

Michael J. Pacyna, age ~~50,~~51, joined the Bank on April 14, 2015 as Executive Vice President and Chief Business Development Officer. Mr. Pacyna was previously employed by PNC Bank for 26 ½ years as SVP Commercial and Corporate Manager based in Scranton, PA.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors is comprised of directors who meet the Nasdaq standards for ~~independence.~~ independence. The Audit Committee operates under a written charter adopted in 2004 by the Board of Directors, which was reviewed and revised in February 2008, and is available through our website, www.bankatfidelity.com, under Investor Relations – Other Information - Governance Documents.

The Audit Committee met with Management periodically during the year to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. The Audit Committee discussed these matters with the Company’s independent registered public accountants and with appropriate Company financial personnel and internal auditors. The Audit Committee also discussed with the Company’s Management and independent registered public accountants the process used for certifications by the Company’s Chief Executive Officer and Chief Financial Officer which are required for certain of the Company’s filings with the Securities and Exchange Commission.

The Audit Committee met privately at its regular meeting with both the independent registered public accountants and the internal auditors, as well as with the Chief Financial Officer and the Chief Executive Officer on a number of occasions, each of whom has unrestricted access to the Audit Committee.

The Audit Committee has outsourced the internal audit function to the independent registered public accounting firm of McGrail Merkel Quinn & Associates P.C., with the exception of the Trust and Compliance Management System audits. The Trust and Compliance Management System audits have been outsourced to independent auditors, S.R. Snodgrass, P.C. The main responsibility of these firms was to complete the internal audits necessary to meet the monitoring component of the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Other responsibilities included identifying, re-testing and reporting all significant findings to the Audit Committee.

The Audit Committee also outsources the regulatory compliance audit function to the independent firm Fidelity Information Services, LLC. FIS specializes in providing regulatory compliance services to the financial services industry. The main responsibility of the firm is to provide comprehensive regulatory compliance audits to identify compliance exceptions and report all significant exceptions to the Audit Committee.

The commitment of the Audit Committee, internal audit, and management, resulted in the completion of the scheduled internal audits. Management, in response to findings, has taken corrective action and internal audit re-testing was performed as required. The combined efforts were successful in meeting the internal control components of risk assessment and monitoring required by year end. The internal audit outsource arrangement, audit schedule and the commitment to maintain an effective system of internal controls, required under regulation, caused the Audit Committee to meet six (6) times in ~~2015.~~2016.

The Audit Committee selected RSM US LLP as the independent registered public accounting firm for the Company in ~~2015~~2016 after reviewing the firm’s performance and independence from Management.

Management has primary responsibility for the Company’s consolidated financial statements and the overall reporting process, including the Company’s system of internal controls.

RSM US LLP audited the annual consolidated financial statements prepared by Management, expressed an opinion as to whether those consolidated financial statements fairly present the consolidated financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America and discussed with the Audit Committee any issues they believed should have been raised with the Audit Committee.

The Audit Committee reviewed with Management and RSM US LLP, the Company’s audited consolidated financial statements and met separately with both Management and RSM US LLP, to discuss and review those consolidated financial statements and reports prior to issuance. Management has represented, and RSM US LLP, has confirmed, to the Audit Committee, that the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

The Audit Committee received from RSM US LLP, the written disclosure and the letter required by Public Company Accounting Oversight Board (PCAOB) Rule 3526, Communication with Audit Committees Concerning Independence. The Audit Committee first discussed with RSM US LLP, the items related to the firm’s independence from the Company. The Audit Committee also discussed with RSM US LLP, matters required to be discussed by PCAOB Auditing Standards No. 16, Communication with Audit Committee. As such, the Audit Committee implemented a procedure to monitor auditor independence, reviewed audit and non-audit services performed by RSM US LLP~~LP,~~, and discussed with the auditors their independence.

In reliance on these reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015,~~2016, for filing with the Securities and Exchange Commission. The Committee and the Board of Directors have also recommended, subject to shareholder ratification, the selection of RSM US LLP, as the Company’s independent registered public accounting firm for the year ending December 31, ~~2016.~~2017.

Members of the Audit Committee

Michael J. McDonald, Chairman

David L. Tressler, Sr.

Mary E. McDonald

Richard J. Lettieri

BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY PRINCIPAL SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS

The following table shows, to the best of our knowledge, the names and address of each person or entity who owned more than 5% of the Company’s outstanding common stock, either on the Company’s records or indirectly as a “beneficial” owner, as of February ~~29, 2016:~~28, 2017:

Stock(1)

Name and

address

Amount and Nature of Beneficial Ownership of Company’s Common Stock(1)

Percentage of Company’s Common Stock Beneficially Owned

Brian J. Cali

103 East Drinker Street

Dunmore, PA 18512

~~196,127~~206,178 (2)

~~7.94%~~8.26%

See footnote references (1) & (2) listed at table below.

The following table provides information, as of February ~~29, 2016,~~28, 2017, with respect to the following beneficial owners of the Company’s common stock:

Each Director of the Company

Each Named Executive Officer

All Executive Officers and Directors as a group

We determined beneficial ownership by applying the General Rules and Regulations of the SEC, which state that a person may be credited with the ownership of common stock:

Owned by or for the person’s spouse, minor children or any other immediate family member sharing the person’s home;

Of which the person shares voting power, which includes the power to vote or to direct the voting of the stock; and

Of which the person has investment power, which includes the power to dispose of or direct the disposition of the stock.

Also, a person who has the right to acquire shares within 60 days after February ~~29, 2016,~~28, 2017, will be considered to own the shares. As of February ~~29, 2016,~~28, 2017, the number of shares of common stock outstanding was approximately ~~2,468,446.~~2,481,864. The calculation of percentages is based upon this number, plus the exercisable number of options and stock-settled stock appreciation rights (SSARs) for that individual or for the group which has a total of ~~15,000~~15,609 shares of common stock subject to exercisable options and SSARs for a total of ~~2,483,446~~2,497,473 shares.


Name of Individual and Position with Company	Amount and Nature of Beneficial Ownership of Company’s Common Stock(1)	Percentage of Company’s Common Stock Beneficially Owned
Brian J. Cali	~~196,127~~206,178(2)	~~7.94%~~8.26%
Director ~~& Nominee~~

Michael J. McDonald	~~92,801~~95,266~~(3)~~(3)	~~3.75%~~3.81%
Vice Chairman, Director

Mary E. McDonald	~~91,454~~92,159(4) (4)	~~3.70%~~3.69%
Assistant Secretary, Director & Nominee

Patrick J. Dempsey & Nominee Chairman of the Board & Director	68,641(5)	2.78%
Patrick J. Dempsey Chairman of the Board & Director			72,849(5)	2.92%

Richard J. Lettieri Director	42,944(6)	1.74%	43,735(6)	1.75%

Kristin D. O’Donnell Director	40,602(7)	1.64%
Kristin D. O’Donnell Director & Nominee			42,993(7)	1.72%

Daniel J. Santaniello President & Chief Executive Officer, Director & Nominee	25,712(8)	1.04%
Daniel J. Santaniello President & Chief Executive Officer, Director			28,118(8)	1.13%

David L. Tressler, Sr. Director	16,204(9)	*
David L. Tressler, Sr. Director & Nominee			17,123(9)	*

John T. Cognetti Secretary, Director	14,046(10)	*		14,884(10)	*

Salvatore R. DeFrancesco, Jr. Treasurer & Chief Financial Officer	13,588(11)	*		14,873(11)	*

Timothy P. O’Brien Senior Executive Vice President & Chief Lending Officer of the Bank	6,816(12)	*		6,294(12)	*

Eugene J. Walsh Executive Vice President & Chief Risk Officer of the Bank	1,573(13)	*
Eugene J. Walsh Vice President & Chief Operating Officer			2,889(13)	*

Michael J. Pacyna Executive Vice President & Chief Business Development Officer of the Bank	1,342(14)	*		2,001(14)	*

All Officers and Directors as a Group (9 Directors, 5 Officers, 13 persons in total)	611,850	24.64%		639,362	25.60%

* Represents beneficial ownership of less than 1% of the Company’s common stock.

(1)

Information furnished by the directors, named executive officers and the Company.

(2)

Figure includes ~~108,246~~111,544 shares held solely by Mr. Cali, ~~33,517~~35,749 shares held for Mr. Cali in a self-employed retirement trust, ~~8,648~~8,963 shares held jointly by Mr. Cali and his children, ~~6,396~~6,618 shares held by Mr. Cali’s children, ~~37,120~~41,104 shares held in Samuel C. Cali, GST Exempt Residuary Trust, 1,500 exercisable stock options and 700 shares of ~~restricted~~unvested stock.

(3)

Figure includes ~~70,452~~72,247 shares held solely by Mr. McDonald, ~~15,699~~16,243 shares held by Mr. McDonald’s spouse, ~~1,545~~1,601 shares held jointly by Mr. McDonald’s spouse and children, ~~1,905~~1,975 shares held by Mr. McDonald’s children, 2,500 exercisable stock options and 700 shares of ~~restricted~~unvested stock.

(4)

Figure includes ~~88,254~~88,959 shares held solely by Mrs. McDonald, 2,500 exercisable stock options and 700 shares of ~~restricted~~unvested stock.

(5)

Figure includes ~~15,273~~17,768 shares held solely by Mr. Dempsey, ~~52,668~~54,381 shares held by Mr. Dempsey’s spouse and 700 shares of ~~restricted~~unvested stock.

(6)

Figure includes ~~1,810~~2,601 shares held solely by Mr. Lettieri, 28,991 shares held in trust for Mr. Lettieri, 3,808 shares held in trust for Mr. Lettieri’s spouse, 4,471 shares held jointly by his son and Mr. Lettieri, 3,164 shares held jointly by his daughter and Mr. Lettieri’s spouse and 700 shares of ~~restricted~~unvested stock.

(7)

Figure includes ~~17,860~~19,208 shares held solely by Mrs. O’Donnell, ~~19,233~~19,902 shares held by Mrs. O’Donnell’s spouse, ~~2,809~~3,183 shares held by Mrs. O’Donnell’s spouse and children and 700 shares of ~~restricted~~unvested stock.

(8)

Figure includes ~~5,914~~7,188 shares held solely by Mr. Santaniello, ~~4,296~~5,152 shares held jointly by Mr. Santaniello and his spouse, 12,754 shares held jointly by Mr. Santaniello and his son, 500 exercisable stock options, ~~and 2,248~~2,140 shares of ~~restricted stock.~~unvested stock and approximately 384 shares from 1,835 exercisable SSARs.

(9)

Figure includes ~~4,618~~5,412 shares held solely by Mr. Tressler, ~~275~~285 shares held jointly by Mr. Tressler and his spouse, ~~1,433~~1,452 shares held in trust for Mr. Tressler’s spouse and children, ~~6,017~~6,090 shares held jointly for Mr. Tressler in trust with his son, ~~514~~532 shares held jointly by Mr. Tressler and his daughter, ~~147~~152 shares held jointly by Mr. Tressler and his grandchildren, 2,500 exercisable stock options and 700 shares of ~~restricted~~unvested stock.

(10)

Figure includes ~~1,429~~2,726 shares held solely by Mr. Cognetti, 7,019 shares held solely for Mr. Cognetti in an IRA, ~~271~~281 shares held jointly by Mr. Cognetti and his spouse, ~~609~~626 shares held by Mr. Cognetti’s spouse, ~~1,518~~1,551 shares held by Mr. Cognetti’s spouse and children, ~~2,500~~1,981 exercisable stock options and 700 shares of ~~restricted~~unvested stock.

(11)

Figure includes ~~1,309~~2,037 shares held solely by Mr. DeFrancesco, ~~8,859~~9,426 shares held jointly by Mr. DeFrancesco and his spouse, 2,000 exercisable stock options, ~~and 1,420~~1,209 shares of ~~restricted stock.~~unvested stock and approximately 201 shares from 960 exercisable SSARs.

(12)

Figure includes ~~589~~443 shares held solely by Mr. O’Brien, ~~3,789~~902 shares held solely by Mr. O’Brien’s spouse, 2,529 shares held jointly by Mr. O’Brien and his spouse, 1,000 exercisable stock options, ~~and 1,438~~1,211 shares of ~~restricted stock.~~unvested stock and approximately 209 shares from 997 exercisable SSARs.

(13)

Figure includes ~~266~~1,348 shares held solely by Mr. Walsh, ~~and 1,307~~1,346 shares of ~~restricted stock.~~unvested stock and approximately 195 shares from 934 exercisable SSARs.

(14)

Figure includes 18425 shares held solely by Mr. Pacyna, 55 shares held jointly by Mr. Pacyna and ~~1,324~~his spouse, 1,382 shares of ~~restricted stock.~~unvested stock and approximately 139 shares from 662 exercisable SSARs.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers and directors, and persons who own more than 10% of the registered class of the Company’s equity securities to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all filed Section 16(a) forms. The Board of Directors knows of no persons who own greater than 10% of the Company’s outstanding common stock.

Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that during the period from January 1, ~~2015,~~2016, through December 31, ~~2015,~~2016, all officers and directors were in compliance with all filing requirements applicable to ~~them.~~themexcept for two late filing occurrences by Eugene J. Walsh on two purchase transactions.

CERTAIN BUSINESS RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT

Except as described below, the Company has not entered into and does not intend to enter into any material transactions with any director or executive officer of the Company and/or the Bank or their immediate family members or associated companies.

Some of our directors, officers, their immediate family members and the companies with which they are associated had banking transactions with the Bank in the ordinary course of business during ~~2015,~~2016, and the Bank expects to continue such banking transactions in the future.

Total loans outstanding from the Bank at December 31, ~~2015,~~2016, to the Company’s/Bank’s officers and directors as a group, members of their immediate families and companies in which they had an ownership interest of 5% or more, amounted to ~~$6,983,108,~~$7,849,101, or approximately 9%10% of the total ~~shareholder’s~~Shareholders’ equity of the Bank. The Bank made these loans in the ordinary course of business on

substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, not associated with the Bank, and they did not involve more than the normal risk of collection or present other unfavorable features.

The largest total amount of indebtedness outstanding during ~~2015~~2016 to the above described group was approximately ~~$9,497,349.~~$8,840,010. The aggregate amount of indebtedness outstanding as of the latest practicable date, February ~~29, 2016,~~28, 2017, to the above group was approximately ~~$7,759,456.~~$7,594,994.

Written policies and procedures for approving loans to related parties are comparable to those applied to non-related parties. In deciding whether to approve other types of related person transactions the following factors may be considered:

• Information about the goods or services proposed to be or being provided by or to the related party or the nature of the transactions;

• The nature of the transactions and the costs to be incurred by the Company or payments to the Company;

• An analysis of the costs and benefits associated with the transaction and a comparison of comparable or alternative goods or services that are available to the Company from unrelated parties; and

• The business advantage the Company would gain by engaging in the transaction.

To receive approval, the related person transaction must be on terms that are fair and reasonable to the Company, and that are as favorable to the Company as would be available from non-related entities in comparable transactions.

Other than loans, there have been no material transactions between the Company or the Bank, or any material transactions proposed, with any ~~Director~~director or ~~Executive Officer~~executive officer of the Company or the Bank, or any associate of these persons. The Bank does, from time-to-time, enter into non-material transactions with related parties.

During ~~2015,~~2016, the Bank paid, in its ordinary course of business, for legal services performed by Brian J. Cali, Esquire and by Tressler Law LLC, of which James M. Tressler, Esquire is an owner and the son of David L. Tressler, Sr. During ~~2015,~~2016, the Bank paid fees for architectural services performed by DX Dempsey, of which Michelle Dempsey, daughter of Patrick J. Dempsey and sister of Kristin D. O’Donnell, is owner. Further, in ~~2015,~~2016, the Bank paid Dempsey Uniform & Linen Supply, Inc., of which Patrick J. Dempsey is Chairman of the Board, and of which Kristin D. O’Donnell is a vice president, for laundry and uniform services; Guy Cali and Associates, Inc., of which Guy Cali, brother of Brian J. Cali, is owner, for photography services and creative projects. All of these products and services were sold or provided according to the customary price or fee schedule of the seller or service provider.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis discusses the compensation awarded to named executive officers. Named executive officers include the principal executive officer, the principal financial officer, the Corporation’s three most highly compensated executive officers (earning over $100,000) other than the principal executive officer and the principal financial officer who were serving as executive officers at the end of the last completed fiscal year. The named executive officers for the year ~~2015~~2016 are Daniel J. Santaniello, President and Chief Executive Officer; Salvatore R. DeFrancesco, Jr., Treasurer and Chief Financial Officer; Eugene J. Walsh, Vice President and Chief Operating Officer; Timothy P. O’Brien, Senior Executive Vice President and Chief Lending ~~Officer; Eugene J. Walsh, Executive Vice President and Chief Credit and Risk Officer;~~Officer of the Bank; and Michael J. Pacyna, Executive Vice President and Chief Business Development ~~Officer.~~Officer of the Bank.

Objectives of Compensation Programs

~~Although there is not a formal charter for the Compensation Committee (the “Committee”), the~~The Company’s compensation philosophy ~~of the compensation program~~ is to reward management for exceptional ~~performance through use of~~performance. The program is designed with various compensation-based ~~opportunities, to provide the ability to attract~~tools, allowing for recruitment and ~~retain talent~~retention of executives and ~~to encourage~~encouragement for executives to work toward enhancing shareholder value in an easily understood and calculable

manner. The Committee’s intention is to drive consistent performance through rewards while avoiding outcomes that yield short term results that are risky, unsustainable, and beyond the sight of solid long term goals. The philosophy fosters accountability by coupling base compensation with other forms of compensation, including specific goal-oriented plans.

The Committee had determined that executive compensation should consist of:


• Base Pay	• Incentive Plan
• Broad Based Benefits	• Retirement Plan
• Profit Sharing Contributions	• Equity Based Compensation
• Employee Stock Ownership Plan	• Perquisites

Base pay is deemed to be the prevailing part of the Company’s executive compensation and allows the executive to have a predictable level of income. ~~The levels of base~~Base pay ~~are~~is primarily determined by ~~levels~~a number of factors, including the position held, the executive’s experience ~~position,~~level, performance and ~~longevity with~~longevity. Additional input is derived from similar positions within the ~~Company, with guidance from competitive positions in the industry, though~~marketplace. Each factor is reviewed separately and no specific formula or weight is ~~ascribed to any of~~used in determining the ~~above factors.~~base pay. The Committee uses its business judgment and input from the Chief Executive Officer ~~or other executives~~ in determining the amount of increase in base pay to award the named executive officers.

In 2014, the Committee approved incentive plans for various areas of the Company, including ~~a Senior Management incentive plan,~~an Annual Incentive Plan (AIP) covering the named executive officers. The plan provides a form of variable cash compensation which is directly linked to individual and bank performance factors, which may change from year to year. Quantifiable factors are determined, placing the focus on achieving the annual performance objectives, and actual performance is compared to the goals set. The plan was implemented to reward the named executive officers on results of meeting and exceeding the objectives of the strategic initiatives of growth and profitability and designed to motivate and reinforce performance and achievement of the goals in support of the strategic objectives of the Company and the best interest of the shareholders. For the year ~~2015,~~2016, the plan focused upon net income and return on assets as follows:

Chief Executive Officer

Chief Financial Officer,
Chief Lending Officer,
Chief Credit & Risk Officer
Chief Business Development Officer

Performance Measures

Performance Measures

Net Income (50%)

Net Income (50%)

Threshold
Budget Target
Maximum

Threshold
Budget Target
Maximum

$6,049,000
$6,722,000
$7,394,000

$6,049,000
$6,722,000
$7,394,000

Return on Assets (50%)

Return on Assets (50%)

Threshold
Budget Target
Maximum

Threshold
Budget Target
Maximum

0.87%
0.97%
1.07%

0.87%
0.97%
1.07%

Awards (% of Base Pay)

Company Goal Award – 50% of Award

Threshold
Budget Target
Maximum

Threshold
Budget Target
Maximum

12%
24%
36%

4%
8%
12%

Individual Performance Lever

Individual Goal Award – 50% of Award

Individual performance multiplier of
+/- 0.20x of the award
as determined by Board of Directors

Threshold
Budget Target
Maximum

4%
8%
12%

Potential Award Range (% of Base Pay)

Potential Award Range (% of Base Pay)

Threshold
Budget Target
Maximum

Threshold
Budget Target
Maximum

6-12%
12-24%
24-36%

8%
16%
24%


Chief Executive Officer			Chief Financial Officer, Chief Lending Officer, Chief Operating Officer, Chief Business Development Officer
Performance Measures			Performance Measures
Net Income (50%)			Net Income (50%)
Threshold	Budget Target	Maximum	Threshold	Budget Target	Maximum
$6,790,000	$7,544,000	$8,298,000	$6,790,000	$7,544,000	$8,298,000

Return on Assets (50%)			Return on Assets (50%)
Threshold	Budget Target	Maximum	Threshold	Budget Target	Maximum
0.92%	1.02%	1.12%	0.92%	1.02%	1.12%

Awards (% of Base Pay)			Company Goal Award – 50% of Award
Threshold	Budget Target	Maximum	Threshold	Budget Target	Maximum
12%	24%	36%	4%	8%	12%

Individual Performance Lever			Individual Goal Award – 50% of Award
Individual performance multiplier of +/- 0.20x of the award as determined by Board of Directors			Threshold	Budget Target	Maximum
			4%	8%	12%

Potential Award Range (% of Base Pay)			Potential Award Range (% of Base Pay)
Threshold	Budget Target	Maximum	Threshold	Budget Target	Maximum
6-12%	12-24%	24-36%	8%	16%	24%

The plan ~~does contain~~contains a clawback provision wherein awards will be recalculated if the relevant performance factor upon which they are based ~~are~~is restated or otherwise adjusted within the thirty-six (36) month period following the public release of the financial information. Any material overpayments or adjustments required by law will be owed back to the Company.

~~As an~~The Company offers competitive and comprehensive benefit plans to all qualifying employees, including the named executives. The benefit plans offer additional incentive to ~~attract~~recruit and ~~retain employees, the company maintains benefit~~retain. The plans, ~~that are both comprehensive and competitive. These plans are available to qualifying employees,~~ including health insurance, short and long-term disability programs and term life ~~insurance. The Bank provides these benefits~~insurance, help to ~~help~~ protect ~~its~~the Company’s employees from the ~~possibility~~financial consequences of ~~financial ruin that often results after an uninsured person suffers an illness or death.~~being uninsured. Each executive is eligible to participate in these plans to the same extent as all other employees of the Company.

Consistent with the Company’s Executive Compensation Philosophy, the Company provides a 401(k) plan for all of its full-time employees and for part-time employees working over a certain threshold of hours, subject to certain eligibility requirements regarding age and length of employment. The Company provides up to a 6% match of employee contributions which incents employees to save for retirement. Contributions by the executives are subject to the normal discrimination testing for 401(k) plans and are limited by those rules.

An additional component of the 401(k) plan is a profit sharing option. Eligibility rules mirror the 401(k) plan plus the requirement of being an active employee as of the plan’s year end. It allows the Company to make an annual discretionary award to all eligible employees based on the Company’s profitability. Participation is inclusive of executives under the same terms. The Company believes that this plan encourages longevity with the Company and encourages the employees to assist in keeping the Company profitable. No profit sharing contributions were made to employees in ~~2015.~~2016.

In 2012, the Company approved the Omnibus Stock Incentive Plan that is designed to provide stock-based compensation including qualified and non-qualified stock options, restricted stock or stock appreciation rights. Restricted stock awards were first made in 2013 to named executive officers then employed, with grants subsequently made in 2014 and ~~in the first and second quarters of~~ 2015. The grants from 2013 through 2015 were awarded with a four year vesting ~~period~~period. The vesting was designed to encourage management continuity as well as to align the interests of the participants with those of the shareholders. ~~Although there~~There was no policy governing the amount and timing of these stock grants and the Committee used its discretion and business judgment in determining to whom and the amount of equity awarded.

In 2015, the Committee approved the implementation of a Long Term Incentive Plan (LTIP) governed by the 2012 Omnibus Plan, for the executives, effective December 15, 2015 through December 31, 2017. In accordance with the Executive Compensation Philosophy of the Bank, the Compensation Committee believes that incenting through this plan will advance the interests of the Company and its ~~stockholders~~shareholders by providing an incentive to attract, retain and reward persons performing services for the Company, to provide a means by which the eligible executives may be given an opportunity to benefit from increases in value of the common stock through the granting of awards, and by motivating the executives to contribute to the growth and profitability of the Company.

The awards of restricted stock and stock appreciation rights in the LTIP are calculated following the end of each of the ~~Bank’s~~Company’s fiscal years beginning in 2015 and ending in 2017 and are based on the metrics of ~~average~~ return on equity ~~(AROE)~~(ROE) and core earnings per share growth (EPS). The goals set for the awards are both annual milestones and over a full three-year cumulative period. Three-year aggregate goals are based on average return on equity (AROE) and core earnings per share growth (EPS). Awards were granted to named executives in February, 2016 for the year ~~2015.~~2015 and in February, 2017 for the year 2016 with a three year vesting period.

For the ~~year 2015,~~years 2016 and 2017, and for the three-year cumulative period, ROE/AROE and EPS metrics are as follows:

The plan does contain a clawback provision wherein awards will be recalculated if the relevant performance factor upon which they are based ~~are~~is restated or otherwise adjusted within the thirty-six (36) month period following the public release of the financial information.

An Employee Stock Purchase Plan is offered to all employees, including executives. ~~Under~~The plan provides employees the ~~program, employees may elect~~option to purchase a limited number of shares of Company stock at a discount. This program assists in aligning the interests of the employees with those of the shareholders and it provides further incentive to employees to enhance the financial results of the Company. The Employee Stock Purchase Plan is an optional program with entry available at the beginning of each year.

Consistent with the Company’s compensation philosophy, perquisites are considered an important part of the executive compensation mix. ~~These perquisites may include~~Perquisites are made available to select executives for purposes of providing opportunities to cultivate business through business use of automobiles ~~and~~and/or memberships to country clubs and social ~~club dues for select executives, providing them necessary opportunity to cultivate business.~~clubs. Use of a Company automobile is essential to conduct bank business in locations away from the office. Club membership provides opportunity to entertain and market new and current clients. Any expense that is personal in nature is expected to be reimbursed to the Company by the executives.

The Committee makes all compensation decisions with respect to executive officers. The Committee derives input from the Chief Executive Officer who is responsible for the day-to-day management of the other named executives. ~~Based on performance results, the~~The Chief Executive Officer presents ~~updated~~ compensation recommendations to the ~~Committee.~~Committee for the named executive officers based on performance and other factors. Following the review of the recommendations of the Chief Executive Officer and based upon the interactions with the named executive officers in their respective positions, the Compensation Committee determines the appropriate level of compensation. The Chief Executive Officer is excluded from discussion when his performance and compensation are discussed and no other executive officer is present when discussions regarding compensation occur.

Role of Executive Compensation ~~Consultant~~Philosophy in Determining Executive Compensation

~~The Committee retained~~In 2015, the ~~services of Innovative~~Company adopted an Executive Compensation Philosophy designed to assist in attracting, retaining and ~~Benefits Concepts to perform a review and analysis of executive compensation and director compensation and results were presented to the Compensation Committee. The purpose of the study~~motivating key talent. It was developed to maintain a competitive and pay-for-performance-focused executive compensation plan. The plan that aligns with the Executive Compensation Philosophy and the current economic environment and assists to attract, retain and motivate key talent. The Committee did not seek and Innovative Compensation and Benefits Concepts diddoes not provide specific compensation recommendations for the named ~~executive officers. Additionally,~~officer but provides the ~~consulting engagement did not create a conflict of interest,~~guidance in developing and ~~did not provide any additional services to~~implementing compensation strategies for the ~~Company or its subsidiary. The Executive Compensation Philosophy behind the plan was reviewed with the Committee and adopted by the Company on March 3, 2015.~~executives.

During the ~~2013~~2016 Annual Meeting of Shareholders, a “say-on-pay” proposal, giving shareholders the opportunity to express their views on named executive officers’ compensation, was presented as an advisory vote and approved by shareholders. It was not intended to address any specific item of compensation of named executive ~~offers,~~officers, but rather the overall compensation of named executive officers and the associated philosophy, policies and practices. ~~The current proxy contains a proposal~~Shareholder advisory votes on the Company’s executive compensation for ~~voting on~~named executive ~~pay.~~officers occur every three years and will take place again at the 2019 Annual Meeting of Shareholders.

~~The Committee has not specifically benchmarked compensation to the compensation paid at other financial institutions.~~ In determining the appropriate levels of executive compensation, the Committee reviews levels of compensation from a variety of standard sources:

No specific weight is given to any of the resources. The Committee uses the above resources as a method to educate itself on the current trends in compensation. Additionally, with banking being a highly regulated industry, adherence with regulatory guidelines is ~~also considered.~~given the utmost consideration.

With the adoption of the Executive Compensation Philosophy, the Committee ~~will~~may consider compensation survey data, peer group comparisons, and associated recommendations contained within the study as a part of its ~~benchmarking~~ process.

The actual compensation of the executive officers is set forth in the Summary Compensation Table. The changes in base pay for named executive officers were based upon their performance, their longevity with the Bank, and their respective positions and data obtained from recent surveys. The Company also provides employment agreements to the Chief Executive Officer, the Chief Lending Officer and the Chief Financial Officer and a Change in Control Agreement to the Chief ~~Credit and Risk~~Operating Officer.

The Committee believes that it is appropriate to provide employment agreements to the Chief Executive Officer, the Chief Lending Officer and the Chief Financial Officer in order to protect the Company through the non-competition provisions contained in the agreements. The Committee also believes that it is appropriate to provide a Change in Control Agreement to the Chief ~~Credit and Risk~~Operating Officer, based upon his individual role with the Company.

There were no compensation decisions made as a result of accounting and/or tax treatments except the inclusion of gross-up or gross-down provisions contained in the respective agreements as discussed below.

Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s Chief Executive Officer, the Chief Financial Officer or any of the Company’s three other most highly compensated executive officers who are employed as of the end of the year. The amount of the executive’s compensation does not trigger Section 162(m) limitation.

The employee stock purchase plan, the 401(k) plan, stock incentive plan, the employment agreements, and change in control agreements are designed to be compliant with the applicable Internal Revenue Code sections.

The Company is currently a party to employment agreements with Messrs. Santaniello, O’Brien and DeFrancesco. Employment agreements are standard in the financial services industry and are used to protect the Company’s client base through non-competition provisions. The agreements are also used to balance the financial goals of the executive with the needs of the Bank. The triggering events that provide payment which are prevalent in the financial services industry include:

The triggering events for payment incent executives to maintain expected performance levels for continued employment. If the employment agreement is terminated upon the employee’s death, a termination by the employee without good reason, the employee’s disability or a termination for cause, the employee will not receive any payments under the agreement. Because life insurance is provided to all employees and that the employee may receive payments under the Company’s disability insurance plan, the Board did not feel it was necessary to provide payment upon a disability or death. The employee only receives a payment under the agreement if the employee’s employment is terminated after a change in control, without cause, or by the employee for good reason. The contracts give the executive the security of knowing that if he is terminated in one of those scenarios, the executive will receive some form of compensation during his transition phase. The contracts contain change of control provisions whereby the executive is compensated upon a termination after a change of control in order to ensure that decisions regarding potential change of controls are made in the best interests of the shareholders and that personal concerns regarding subsequent employment are minimized. In addition, the contracts contain a non-competition provision, whereby the executive is not allowed to compete with the Company or solicit customers of the Company for a specific period of time, typically the time period during which he is being compensated.

Additionally, the Company is a party to a change in control agreement with ~~Eugene J.~~Mr. Walsh. The Compensation Committee believed that it was appropriate to offer this executive a change in control agreement as it gave the executive the security knowing that if he were terminated as a result of a change in control he would receive some form of compensation during his transition phase.

Employees who own shares outright are permitted to hedge or pledge shares, subject to the Company’s Insider Trading Policy Statement that restricts certain transactions prior to the release of certain nonpublic information.

At this time, the Company does not require its named executive officers to own a certain number of shares of Company stock; however, it encourages ownership of Company stock through its Employee Stock Purchase Plan and awards restricted stock and stock appreciation rights ~~options~~ through the LTIP when plan goals are met.

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and the Company’s Form 10-K.

The following table provides the annual and equity based compensation for services rendered in all capacities to the Company and the Bank for the fiscal year ended December 31, ~~2015,~~2016, for those persons who were:

The current President and Chief Executive Officer, the Chief Financial Officer, and the other three most highly compensated executive officers of the Company or Bank to the extent such person’s total exceeded $100,000.

Name and Principal Position

Year

Salary
($)

Bonus (6)
($)
Stock Awards (6)
($)
Stock Appreciation Rights Awards(6) ($)
All other Compensation ($)

Total
($)
Daniel J. Santaniello,
President and Chief Executive Officer of the Company and the Bank
2015
2014
2013
$ 242,542
$ 237,159
$ 217,540
$ 69,878
$ 48,000
$ 40,000
$ 26,241
$ 32,250
$ 18,900
$ 28,696
$ 28,248 (1)
$ 26,928 (1)
$ 23,045 (1)
$ 395,605
$ 344,337
$ 299,485
Salvatore R. DeFrancesco, Jr.,
Treasurer and Chief Financial Officer of the Company; Executive Vice President and Chief Financial Officer of the Bank
2015
2014
2013
$ 176,011
$ 180,424
$ 165,922
$ 38,308
$ 30,000
$ 24,000
$ 13,734
$ 19,350
$ 13,500
$ 15,018
$ 18,193 (2)
$ 17,297 (2)
$ 16,654 (2)
$ 261,264
$ 247,071
$ 220,076

Timothy P. O’Brien,
Sr Executive Vice President and
Chief Lending Officer of the Bank
2015
2014
2013
$ 188,451
$ 191,784
$ 181,192
$ 36,686
$ 26,000
$ 24,000
$ 14,260
$ 19,350
$ 13,500
$ 15,586
$ 19,734 (3)
$ 19,300 (3)
$ 17,632 (3)
$ 274,717
$ 256,434
$ 236,324
Eugene J. Walsh,
Executive Vice President and
Chief Credit & Risk Officer of the Bank
2015
2014

$ 178,620
$ 118,452
$ 33,889
$ 25,000
$ 27,054 (7)
$ 19,350

$ 14,611
$ 13,540 (4)
$ 4,175 (4)
$ 267,714
$ 166,977
Michael J. Pacyna, Jr.,
Executive Vice President and
Chief Business Development Officer of the Bank
2015
$ 120,975
$ 24,881
$ 43,718 (7)
$ 10,347
$ 2,492 (5)
$ 202,413

Name and Principal Position

Year

Salary

($)

Bonus (6)

($)

Stock Awards (7)

($)

Option

Awards (7)

($)

All other Compensation ($)

Total

($)

Daniel J. Santaniello,

President and Chief Executive Officer of the Company and the Bank

2016

2015

2014

$ 257,127

$ 242,542

$ 237,159

$ 69,211

$ 69,878

$ 48,000

$ 31,085

$ 26,241

$ 32,250

$ 33,676

$ 28,696

$ -

$ 31,972 (1)

$ 28,248 (1)

$ 26,928 (1)

$ 423,071

$ 395,605

$ 344,337

Salvatore R. DeFrancesco, Jr.,

Treasurer and Chief Financial Officer of the Company; Executive Vice President and Chief Financial Officer of the Bank

2016

2015

2014

$ 195,051

$ 176,011

$ 180,424

$ 40,146

$ 38,308

$ 30,000

$ 16,907

$ 13,734

$ 19,350

$ 18,313

$ 15,018

$ -

$ 27,348 (2)

$ 18,193 (2)

$ 17,297 (2)

$ 297,765

$ 261,264

$ 247,071

Timothy P. O’Brien,

Sr. Executive Vice President and

Chief Lending Officer of the Bank

2016

2015

2014

$ 193,466

$ 188,451

$ 191,784

$ 31,000

$ 36,686

$ 26,000

$ 16,548

$ 14,260

$ 19,350

$ 17,926

$ 15,586

$ -

$ 21,806 (3)

$ 19,734 (3)

$ 19,300 (3)

$ 280,746

$ 274,717

$ 256,434

Eugene J. Walsh,

Vice President and Chief Operating Officer of the Company; Executive Vice President and Chief Operating Officer of the Bank

2016

2015

2014

$ 185,490

$ 178,620

$ 118,452

$ 37,262

$ 33,889

$ 25,000

$ 15,830

$ 27,054(8)

$ 19,350

$ 17,145

$ 14,611

$ -

$ 14,149 (4)

$ 13,540 (4)

$ 4,175 (4)

$ 269,876

$ 267,714

$ 166,977

Michael J. Pacyna, Jr.,

Executive Vice President and

Chief Business Development Officer of the Bank

2016

2015

$ 173,931

$ 120,975

$ 35,136

$ 24,881

$ 14,932

$ 43,718(8)

$ 16,175

$ 10,347

$ 9,475 (5)

$ 2,492 (5)

$ 249,649

$ 202,413

On March 23, 2011, the Company and the Bank entered into a three year term employment agreement with annual extensions with Mr. Santaniello. Under the terms of the employment agreement, in the event Mr. Santaniello is terminated without cause, after a change in control, or by Mr. Santaniello for good reason, he will receive two (2) times his annual base salary plus benefits for two years. He is also bound by non-competition and non-solicitation provisions.

On March 17, 2016, the Company and the Bank entered into a three year term employment agreement with annual extensions with Mr. DeFrancesco. Under the terms of the employment agreement, in the event Mr. DeFrancesco is terminated without cause, after a change in control, or by Mr. DeFrancesco for good reason, he will receive two (2) times his annual base salary plus benefits for two years. He is also bound by non-competition and non-solicitation provisions. This agreement replaced the previously executed change in control agreement and severance agreement dated December 31, 2008.

On March 23, 2011, the Company and the Bank entered into a three year term employment agreement with annual extensions with Mr. O’Brien. Under the terms of the employment agreement, in the event Mr. O’Brien is terminated without cause, after a change in control, or by Mr. O’Brien for good reason, he will receive two (2) times his annual base salary plus benefits for two years. He is also bound by non-competition and non-solicitation provisions.

~~On March 17, 2016, the Company and the Bank entered into a three year term employment agreement with annual extensions with Mr. DeFrancesco. Under the terms of the employment agreement,~~Change in the event Mr. DeFrancesco is terminated without cause, after a change in control, or by Mr. DeFrancesco for good reason, he will receive two (2) times his annual base salary plus benefits for two years. He is also bound by non-competition and non-solicitation provisions. This agreement replaced the previously executed change of control agreement and severance agreement dated December 31, 2008. The terms of the change of control agreement and severance agreement were in effect for Mr. DeFrancesco as of December 31, 2015 whereas in the event that Mr. DeFrancesco would have been terminated or terminated his employment because he had experienced an adverse employment condition as delineated in the agreement after a change in control, he would have received one (1) times his annual base salary. In the event that he would have been terminated without cause, he would have received six (6) months of his annual base salary.

Mr. Walsh has a change ofin control agreement and severance agreement dated June 26, 2015 which provides for payments to the executive in the event of termination without cause, as defined in the agreement, or in the event of a change ofin control, as defined in the agreement. In the event that Mr. Walsh is terminated or terminates his employment because he has experienced an adverse employment condition as delineated in the agreement after a change in control, he shall receive one (1) times his annual base salary. In the event that he is terminated without cause, he shall receive six (6) months of his annual base

salary. Mr. Walsh is also bound by non-competition and non-solicitation provisions commensurate with the payments.

Mr. Pacyna ~~was hired by the Bank on April 13, 2015 and~~ has not entered into an executive contract or a change in control agreement with the Bank.

The Company maintains an omnibus stock incentive plan (the 2012 Omnibus Plan) that was approved by the shareholders at the 2012 Annual Meeting. The 2012 Omnibus Plan replaced the 2000 Stock Incentive Plan and will expire on, and no stock-based awards will be granted after the year 2022. The purpose of this plan is to advance the development, growth and financial condition of the Company by providing incentives through participation in the appreciation in the value of the Company’s common ~~stock of~~stock. In return, the Company hopes to secure, retain and motivate employees who ~~may be~~are responsible for the operation and ~~for~~ the management of the affairs of the ~~Company.~~Company by aligning the interest of its employees and directors with the interest of its shareholders. In the 2012 Omnibus Plan, the Company reserved 500,000 shares of its no-par common stock for issuance under the plan. In the 2012 Omnibus Plan, employees are eligible to be awarded stock-based compensation grants which can consist of stock options (qualified and non-qualified), SARs or restricted stock.

During 2015, the Company created a Long-Term Incentive Plan (LTIP) that awards restricted stock and stock-settled stock appreciation rights (SSARs) to senior officers based on the attainment of performance goals. The service requirement is the participant’s continued employment throughout the LTIP with a three-year vesting period. The restricted stock has a two-year post vesting holding period requirement. The SSAR awards have a ten year term from the date of each grant. The Company granted restricted stock and SSARs in February 2016 based on 2015 performance.

The following table is a summary of the activity and the status of the 2012 Omnibus Plan for restricted stock grants awarded to the named executives during ~~2015:~~2016:

In February ~~2016,~~2017, the Company granted a total of ~~3,155~~3,165 restricted shares and ~~19,341~~16,229 stock appreciation rights to its senior officers including named executive officers. On the date of grant, the value of the Company’s common stock was ~~$32.40~~$39.25 per share. The restricted stock grants, valued at an aggregate grant date fair value computed in accordance with FASB ASC Topic 718, will vest over a three year period, during which time the Company expects to recognize compensation expense of ~~$92,196.~~$113,607. The stock appreciation rights, valued at ~~$5.21~~$7.58 per share in accordance with FASB ASC Topic 718, will vest over a three year period and expire ten years less one day from the date of the grant, with compensation expense of ~~$100,819~~$123,065 expected to be recognized by the Company during that time.

The Company maintained a stock incentive plan that was approved by the shareholders at the 2001 Annual Meeting and which expired in 2011 and no additional options may be granted. The purpose of this plan was to advance the development, growth and financial condition of the Company by providing incentives through participation in the appreciation of the common stock of the Company in order to secure, retain and motivate personnel responsible for the operation and management of the Company and the Bank. The purchase price of the options granted was the fair market value of the Company’s common stock on the date of grant.

~~The following table summarizes each outstanding equity award as of December 31, 2015.~~

~~Numbers~~numbers represented in the chart below represent awards from the 2012 Omnibus Stock Incentive Plan and the 2000 Stock Incentive Plan as detailed ~~above~~above. The following table summarizes each outstanding equity award as of December 31, 2016.

The Company maintains an employee stock purchase plan that was approved by the shareholders at the 2002 Annual Meeting. The purpose of this plan is to provide employees the opportunity to acquire ownership interests in the Company and to motivate the employees to improve job performance and enhance the financial results of the Company. Under the plan, each eligible employee may purchase a limited number of shares of the Company’s common stock on each January 1st at a purchase price per share equal to 90% of the lower of the ten trading day average fair market value of the Company’s common stock measured as of December 31st or January 1st of the previous year. The subsequent sale or transfer of the purchased shares under the plan is restricted for one year from the purchase date.

Payments under each executive's contract as detailed below would be triggered by termination of executive's employment for cause, good reason, disability, death, voluntary separation absent good reason, involuntary termination absent cause, and in the event of a change in control.

The table below shows the payments upon termination of Mr. Santaniello as of December 31, ~~2015:~~2016:

On December 31, ~~2015,~~2016, if the Company terminated Mr. Santaniello's employment without cause, if Mr. Santaniello terminated his employment for good reason, or if Mr. Santaniello's employment terminated in connection with a change in control, he would have been entitled to a severance payment equal to two times his current annual salary, payable on the first business day of the month following the date that is six months after his termination from employment, and health care, life and disability benefits for two years.

The table below shows the payments upon termination of Mr. DeFrancesco as of December 31, 2016:

On December 31, 2016, if the Company terminated Mr. DeFrancesco’s employment without cause, if Mr. DeFrancesco terminated his employment for good reason, or if Mr. DeFrancesco's employment terminated in connection with a change in control, he would have been entitled to a severance payment equal to two times his current annual salary, payable on the first business day of the month following the date that is six months after his termination from employment, and health care, life and disability benefits for two years.

The table below shows the payments upon termination of Mr. O’Brien as of December 31, ~~2015:~~2016:

On December 31, ~~2015,~~2016, if the Company terminated Mr. O’Brien’s employment without cause, if Mr. O’Brien terminated his employment for good reason, or if Mr. O’Brien’s employment terminated in connection with a change in control, he would have been entitled to a severance payment equal to two times his current annual salary, payable on the first business day of the month following the date that is six months after his termination from employment, and health care, life and disability benefits for two years.

~~The table below shows the payments upon termination of Mr. DeFrancesco as of December 31, 2015:~~

On December 31, 2015, if Mr. DeFrancesco’s employment terminated in connection with a change in control, he would have been entitled to a severance payment equal to one times his current annual salary. If the Company terminated his employment without cause he would have been entitled to six months of his then current annual salary, plus a continuation of benefits for the same period. Payment would be payable on the first business day of the month following the date that is six months after his termination from employment.

The table below shows the payments upon termination of Mr. Walsh as of December 31, ~~2015:~~2016:

Mr. Walsh has a change ofin control agreement and severance agreement dated June 26, 2015, which provides for payments to the executive in the event of termination without cause or in the event of a change ofin control. Payment for termination without cause will be six months of the executive’s then current annual salary, plus a continuation of benefits for the same period. The change in control benefit is equal to his current annual salary plus continuation of benefits for up to one year.

The table below shows the payments upon termination of Mr. Pacyna as of December 31, 2016:

Mr. Pacyna has not entered into an executive contract or a change in control agreement with the Bank.

There were no Compensation Committee interlocks or any insider participation during ~~2015.~~2016. In addition, none of the executive officers has served as a member of a board of directors or compensation committee, or other committee servicing an equivalent function of any other entity, one of whose executive officer serves as a member of the Company’s Board of Directors.

Directors receive no remuneration for attendance at the Company’s Board of Directors meetings. However, the Bank pays each non-employee member of its Board of Directors a regular quarterly fee. During ~~2015,~~2016, the Bank paid $8,125 per quarter to each non-employee Bank director for his or her services. In addition the Chairman of the Board received an additional $2,500 per quarter, the Audit Committee Chairman received an additional $1,250 per quarter, and members of the Executive Committee received an additional $1,875 per quarter. The Bank does not compensate employee directors for attendance at Board of Directors meetings or committee meetings. In the aggregate, the Bank paid its directors ~~$525,700~~$603,940 for all services rendered for ~~2015.~~2016.

The aggregate number of outstanding option awards for each listed Director as of December 31, ~~2015~~2016 was: Mr. McDonald – 2,500; Mr. Cali – 1,500; Mr. Cognetti – 2,500; Mrs. McDonald – 2,500; and Mr. Tressler – 2,500.

The Company maintained an independent director stock option plan that was approved by the shareholders at the 2001 Annual Meeting. The purpose of this plan was to advance the development, growth and financial condition of the Company by providing an incentive, through participation in the appreciation of the common stock of the Company, in order to secure, retain and motivate members of the Company’s Board of Directors who are not officers or employees of the Company or the Bank. This Plan expired in 2011 and no additional options may be granted.

The Company maintains an independent director stock incentive plan (the “2012 Director Plan”) that was approved by the shareholders at the 2012 Annual Meeting. The purpose of this plan is to advance the development, growth and financial condition of the Company by providing an incentive, through participation in the appreciation of the common stock of the Company, in order to secure, retain and motivate members of the Company’s Board of Directors who are not officers or employees of the Company or the Bank. In the 2012 Director Plan, the Company reserved 500,000 shares of its no-par common stock for issuance under the plan. Under the 2012 Director Plan, directors are eligible to be awarded stock-based compensation grants which can consist of non-qualified stock options; stock appreciation rights or restricted stock.

The following table is a summary of the activity and the status of the 2012 Director Stock Incentive Plan for restricted stock grants awarded to the Board of Directors during ~~2015~~2016 and as of December 31, ~~2015:~~2016:

In February ~~2016,~~2017, the Company granted a total of 5,600 restricted shares to its Board of Directors. On the date of grant, the value of the Company’s common stock was ~~$32.40~~$39.25 per share. The grants will vest ~~in one~~over a two year period, 50% each year from the date of grant; the Company expects to recognize compensation expense of ~~$181,400.~~

The shareholders approved a proposal at the Company’s 2013 Annual Meeting of Shareholders to conduct an advisory vote on the Company’s executive compensation for the named executive officers every three years. The next ~~vote on the Company’s executive compensation for named executive officers will occur at the Company’s 2016 Annual meeting of Shareholders. The next~~ shareholders advisory ~~vote on the frequency by which shareholders will~~ vote on executive compensation will take place at the 2019 Annual Meeting of Shareholders.

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 2)

The Board of Directors had selected RSM US LLP (“RSM”) as the independent registered public accounting firm for the audit of the Company’s consolidated financial statements for the year ending December 31, ~~2016.~~2017. Representatives of RSM are expected to attend the annual meeting, will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions.

On April 21, 2015, the Audit Committee of the Company, through a formal proposal process, engaged RSM, formerly McGladrey LLP, to serve as its independent registered public accounting firm for the year ended December 31, 2015. On April 21, 2015, the Audit Committee dismissed Baker Tilly Virchow Krause, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm.

Prior to selecting RSM, the Company did not consult with RSM regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by RSM on the Company’s financial statements, and RSM did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.

The report of independent registered public accounting firm of RSM regarding the Company’s financial statements for the fiscal year ended December 31, 2016 and 2015 and Baker Tilly regarding the Company’s financial statements for the fiscal years ended December 31, 2014 ~~and 2013~~ did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the year ended December 31, ~~2015~~2016 and during the interim period from the end of the most recently completed fiscal year through the date of this proxy statement, there were no disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of RSM would have caused it to make reference to such disagreement in its reports.

RSM served as the Company’s independent registered accountants for the ~~2015 year~~2016 and ~~Baker Tilly served as the Company’s independent registered accountants for the 2014~~2015 year. RSM advised the Company that none of its members has any financial interest in the Company or the Bank. RSM assisted the Company and the Bank with ~~regulatory matters. Baker Tilly assisted the Company and the Bank with~~ the preparation of their federal and state tax returns ~~representation with the Internal Revenue Service~~ and provided assistance in connection with regulatory matters, charging for such services at its customary hourly billing rates. The Company’s and the Bank’s Audit Committee approved these non-audit services after due consideration of the accountants’ objectivity and after finding them to be wholly independent.

Aggregate fees billed to the Company by RSM for ~~2015~~2016 and ~~Baker Tilly for 2014~~2015 on services rendered are presented below:

Audit fees included fees for professional services rendered for the audit of the Company’s consolidated financial statements and the review of the Company’s Forms 10-Q. Audit related fees included fees for services that are provided by RSM and in connection with normal statutory and regulatory filings that are reasonably related to the audit of the Company's financial statements. Also, fees billed for other engagements of assurance and related services by RSM that are reasonably related to the performance of the audit are reported under the audit related fees section.

Tax fees include fees billed for professional services rendered by ~~Baker Tilly~~RSM for tax compliance or advice. These services included the preparation of the Company’s ~~2014~~2015 Consolidated Federal Corporate Income Tax Returns and the preparation of the Company’s ~~2014~~2015 Pennsylvania Corporate Tax Reports along with the Bank’s 2015 Pennsylvania Bank Shares Tax Returns.

~~All~~There were no all other fees ~~include fees~~ billed by RSM for ~~professional services rendered by Baker Tilly to prepare for the SEC’s Interactive Data (XBRL) mandate required to be included with the Company’s regulatory filings.~~

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Accountants

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accountants. These services may include audit services, audit related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent registered accountants. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or

category of services and is subject to a specific budget. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the independent registered accountant is required to provide detailed back-up documentation at the time of approval.

In the event shareholders do not ratify the selection of RSM US LLP as the independent registered public accounting firm for the ~~2016~~2017 fiscal year, the Board of Directors may choose another accounting firm to provide independent registered public accountant/audit services for the ~~2016~~2017 fiscal year.

The Board of Directors recommends a vote FOR the ratification of RSM US LLP, as the independent registered public accounting firm for the year ending December 31, ~~2016.~~2017.

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to shareholder vote to approve, in a non-binding vote, the compensation of our named executive officers.

As described in detail under the heading “Compensation Discussion and Analysis” and “Executive Compensation,” our executive compensation programs are designed to attract, incentivize and retain our named executive officers, who are critical to our success. We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the 2015 Summary Compensation Table and the other related tables and disclosure.”

The say-on-pay vote is advisory, and therefore not binding on the Company or our Board of Directors. Our Board of Directors values the opinions of our shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and will evaluate whether any actions are necessary to address those concerns.

The approval of the compensation of the named executive officers as disclosed in this proxy statement will be approved if a majority of the votes cast at the Annual Meeting are voted “FOR” this proposal. 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.

~~The Board recommends a vote~~ ~~FOR~~ ~~the compensation of the named executive officers as disclosed in this proxy statement~~.

The Board of Directors knows of no matters other than those referred to in the Notice of Annual Meeting of Shareholders that properly may come before the annual meeting. However, if any other matter should be properly presented for consideration and voting at the annual meeting or any adjournments of the meeting, the persons named as proxy holders will vote the proxies in what they determine to be the best interest of the Company on the recommendation of the Board of Directors.

The Company encloses a copy of the annual report for the fiscal year ended December 31, ~~2015,~~2016, with this proxy statement. The annual report is also available online at www.bankatfidelity.com/proxy materials. In addition, upon request, any shareholder may obtain, without charge, a copy of the Company’s annual report on Form 10-K for its fiscal year ended December 31, ~~2015,~~2016, including the consolidated financial statements and the schedules thereto, required to be filed with the Securities and Exchange Commission, from Salvatore R. DeFrancesco, Jr., Treasurer and Chief Financial Officer, Fidelity D & D Bancorp, Inc., Blakely and Drinker Streets, Dunmore, Pennsylvania 18512 or by calling (570) 342-8281.


2015 Goals				3 Year Aggregate Goals - 2017
	Min	Target	Maximum		Min	Target	Maximum
AROE	8.50%	9.25%	10.00%	AROE	8.50%	9.25%	10.00%
EPS	$2.71	$2.79	$2.87	EPS	$2.87	$3.13	$3.41

Annual 2016 Goals				Annual 2017 Goals				3 Year Aggregate Goals - 2017
	Min	Target	Max		Min	Target	Max		Min	Target	Max
ROE	8.50%	9.25%	10.00%	ROE	8.50%	9.25%	10.00%	AROE	8.50%	9.25%	10.00%
EPS	$2.99	$3.08	$3.16	EPS	$3.31	$3.40	$3.50	EPS	$2.87	$3.13	$3.41

Name	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)(1)	Grant Date Fair Value of Stock and Option Awards	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)(1)	All Other Option Awards: Number of Securities Underlying Options (#)(1)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(2)
Daniel J. Santaniello	2/3/2015	1,000	$32,250	02/2/2016	898	5,505	$32.40	$54,937
Salvatore DeFrancesco, Jr.	2/3/2015	600	$19,350	02/2/2016	470	2,881	$32.40	$28,752
Timothy O'Brien	2/3/2015	600	$19,350	02/2/2016	488	2,990	$32.40	$29,846
Eugene J. Walsh	2/3/2015 5/19/2015	600 400	$33,050	02/2/2016	457	2,803	$32.40	$27,966
Michael J. Pacyna, Jr.	5/19/2015	1,000	$34,250	02/2/2016	324	1,985	$32.40	$19,815


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exerciseable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Daniel J. Santaniello	1,000	-	-	27.75	2/19/2018	2,025	$69,863	-	-
Salvatore DeFrancesco, Jr.	2,000	-	-	28.90	12/18/2017	1,475	$50,888	-	-
Timothy O'Brien	1,000	-	-	26.05	2/5/2018	1,475	$50,888	-	-
Eugene J. Walsh	-	-	-	-	-	1,000	$34,500	-	-
Michael J. Pacyna, Jr.	-	-	-	-	-	1,000	$34,500	-	-


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Daniel J. Santaniello	500	$2,375	675	$21,713
Salvatore DeFrancesco, Jr.	-	-	525	$16,898
Timothy O'Brien	-	-	525	$16,898
Eugene J. Walsh	-	-	350	$ 8,033
Michael J. Pacyna, Jr.	-	-	250	$ 7,933


	Sincerely,


	/s/ Patrick J. Dempsey
	Patrick J. Dempsey
	Chairman of the Board


	PAGE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	1

PROXY STATEMENT	2

PROXY AND VOTING PROCEDURES	2

GOVERNANCE OF THE COMPANY	4

ELECTION OF DIRECTORS (PROPOSAL NO. 1)	8

BOARD OF DIRECTORS AND MANAGEMENT	9

REPORT OF THE AUDIT COMMITTEE	11

BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK BY
PRINCIPAL SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS	13

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	15

CERTAIN BUSINESS RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT	15

Compensation Discussion and analysis	1617

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION	22

SUMMARY COMPENSATION TABLE	23

~~SUMMARY COMPENSATION TABLE~~	23

~~STOCK Option Grants and Outstanding~~ Equity ~~Awards~~Compensation Plan Information	25

~~Equity Compensation Plan Information~~	25

POTENTIAL PAYMENTS UPON TERMINATION	27

COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION	28

~~Compensation of Directors~~	29

Compensation of Directors	29

FREQUENCY OF SHAREHOLDER ADVISORY VOTE ON EXECUITVE COMPENSATION	30

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM (PROPOSAL NO. 2)	3031

~~NON-BINDING VOTE ON EXECUTIVE COMPENSATION (PROPOSAL NO. 3)~~OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING	32

~~OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING~~	33

ADDITIONAL INFORMATION	3332

								*								*
Form of Compensation:	Death	Disability	Cause	Good Reason*	Voluntary, Absent Good Reason	Change in Control*	Non- renewal	Involuntary Without Cause*	Death	Disability	Cause	Good Reason*	Voluntary, Absent Good Reason	Change in Control*	Non- renewal	Involuntary Without Cause*
Employment Agreement	$ 0	$ 0	$ 0	$ 490,000	$ 0	$ 490,000	$ 0	$ 490,000	$ -	$ -	$ -	$ 520,000	$ -	$ 520,000	$ -	$ 520,000
Life Insurance	$ 450,000	-	-	-	-	-	-	-	$ 450,000	$ -	$ -	$ -	$ -	$ ��-	$ -	$ -
Equity :
Vested Stock Options Restricted Stock	$ 6,750 $ 69,862	$ 0 $ 0	$ 0 $ 0	$ 0 $ 0	$ 0 $ 0	$ 6,750 $ 69,862	$ 0 $ 0	$ 0 $ 0	$ 4,175 $ -	$ - $ -	$ - $ -	$ - $ -	$ - $ -	$ 4,175 $ 81,153	$ - $ -	$ - $ -


Name	Fees Earned or Paid in Cash(1)	Stock Awards ($)	All Other Compensation	Total	Fees Earned or Paid in Cash(1)	Stock Awards ($)	All Other Compensation	Total
Brian J. Cali	$ 52,500	$ 12,900	$ 25,000(2)	$ 90,400	$ 52,500	$ 22,680	$ 25,000(2)	$100,180
Patrick J. Dempsey	$ 62,500	$ 12,900	-	$ 75,400	$ 62,500	$ 22,680	$ -	$ 85,180
Michael J. McDonald	$ 57,500	$ 12,900	-	$ 70,400	$ 57,500	$ 22,680	$ -	$ 80,180
John T. Cognetti, Mary E. McDonald, David L. Tressler, Sr., Kristin D. O’Donnell, Richard J. Lettieri, each	$ 45,000	$ 12,900	-	$ 57,900	$ 45,000	$ 22,680	$ -	$ 67,680


Grant of Equity Based Awards	Grant of Equity Based Awards				Grant of Equity Based Awards

		Shares	Grant Date	Shares of Stock		Shares	Grant Date	Shares of Stock
Name	Grant Date	#	Fair Value ($)	Not Vested (#)(1)	Grant Date	#	Fair Value ($)	Not Vested (#)(1)
Brian J. Cali	February, 2015	400	$ 12,900	400	February, 2016	700	$ 22,680	700
Mary E. McDonald	February, 2015	400	$ 12,900	400	February, 2016	700	$ 22,680	700
Michael J. McDonald	February, 2015	400	$ 12,900	400	February, 2016	700	$ 22,680	700
Patrick J. Dempsey	February, 2015	400	$ 12,900	400	February, 2016	700	$ 22,680	700
Richard J. Lettieri	February, 2015	400	$ 12,900	400	February, 2016	700	$ 22,680	700
Kristin D. O’Donnell	February, 2015	400	$ 12,900	400	February, 2016	700	$ 22,680	700
David L. Tressler, Sr.	February, 2015	400	$ 12,900	400	February, 2016	700	$ 22,680	700
John T. Cognetti	February, 2015	400	$ 12,900	400	February, 2016	700	$ 22,680	700


	For Year Ended December 31,		For Year Ended December 31,
	2015	2014	2016	2015
Audit fees………………….	$ 134,500	$ 124,042	$ 146,000	$ 146,000
Audit related fees………….	4,000	-	$ -	$ -
Tax fees……………………	-	11,100	$ 11,760	$ -
All other fees………………	-	485	$ -	$ -