UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Riverview Financial Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

RIVERVIEW FINANCIAL CORPORATION

3901 NORTH FRONT STREET

HARRISBURG, PENNSYLVANIA 17110

(717)957-2196

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 21, 201711, 2020

TO THE SHAREHOLDERS OF RIVERVIEW FINANCIAL CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Riverview Financial Corporation (the “Corporation”) will be held at the Hershey Country Club, 1000 East Derry Road, Hershey, Pennsylvania, 17033, on Wednesday,Thursday, June 21, 201711, 2020 at 10:00 a.m., localEastern time, for the purpose of considering and voting upon the following matters:

This year’s Annual Meeting will be a completely Virtual Meeting. You will be able to attend the Annual Meeting to submit votes for your shares, regardless of whether you previously voted via mail, Internet or telephone, and submit any questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/RIVE2020. Please note that the last vote received will be tabulated.

The Board of Directors recommends that you vote “FOR” the election of each of the nominees for directors listed in the attached proxy statement; “FOR” both of the proposed amendments to Article 5 of the Corporation’s Articles of Incorporation relating to the Common Stock Increase and the Nonvoting Common Stock Authorization; and “FOR” the ratification of the appointment of Dixon Hughes GoodmanCrowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017.2020.

Only those shareholders of record, at the close of business on April 14, 2017,15, 2020, are entitled to receive notice of and to vote at the meeting.Annual Meeting.

We are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their shareholders over the Internet. On or about April 29, 2020, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice explains how you may view and access a copy of our Notice of Annual Meeting, the Proxy Statement, Proxy Card and the 2019 Annual Report online by visitingwww.proxyvote.com. The Notice also provides details as to how you may request and receive, free of charge, a paper or email copy of our Notice of Annual Meeting, Proxy Statement, Proxy Card and the 2019 Annual Report by any of these methods:

Riverview encourages you to vote your shares in advance of the Annual Meeting so thatto ensure your shares will be represented and voted at the Annual Meeting if you cannot attend in person and are eligible to vote.Meeting.You may vote in advance of the meeting by signing and returningtelephone, via the Internet, or if you request a paper copy of the Proxy Card, mailing your proxy card by mailpaper Proxy Card in the enclosed postpaidpostage paid, self-addressed envelope or youprovided.For telephone voting, call toll-free,1-800-690-6903 from any touch-tone telephone and follow the instructions. For Internet voting, accesswww.proxyvote.com and follow theon-screen instructions. The toll-free telephone number and Internet voting site will be closed at 11:59 p.m., Eastern time, on June 10, 2020, the day prior to the Annual Meeting.

You may vote by telephone, or you may vote via the internet or you mayalso attend the meetingvirtual Annual Meeting and vote your shares in person.during the meeting by visitingwww.virtualshareholdermeeting.com/RIVE2020. If you encounter any difficulties accessing the Virtual Meeting either atcheck-in or during the course of the Annual Meeting, please call the toll-free phone number displayed on the Virtual Meeting website on the meeting date.

We cordially invite you to attend the meeting. Your proxy is revocable, and yourevocable. You may withdraw itrevoke your proxy at any time. You may deliver notice of revocation or delivertime prior to the vote by submitting a later dated proxy to the Secretaryusing one of the Corporation beforevoting methods described above. Shareholders may vote as often as they wish via telephone or Internet, but only the last vote at the meeting.received will be tabulated.

Enclosed is a copy of Riverview Financial Corporation’s annual report on Form 10-KThank you for the fiscal year ended December 31, 2016.your understanding.

BY THE ORDER OF THE BOARD OF DIRECTORS

Maureen DuzickMelinda Aungst

Secretary

3901 North Front Street

Harrisburg, Pennsylvania 17110

maungst@riverviewbankpa.com

April 24, 201729, 2020

PROXY STATEMENT

Dated and to be mailed on or about April 24, 2017

RIVERVIEW FINANCIAL CORPORATION

3901 NORTH FRONT STREET

HARRISBURG, PENNSYLVANIA 17110

(717)957-2196

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 21, 201711, 2020

TABLE OF CONTENTS

i

PROXY STATEMENT

Date, Time and Place of Annual Meeting

The Annual Meeting of the shareholders of Riverview Financial Corporation (the(“Riverview” or the “Corporation”) will be held on Wednesday,Thursday, June 21, 2017,11, 2020, at 10:00 a.m. at the Hershey Country Club, 1000 East Derry Road, Hershey, Pennsylvania, 17033., Eastern time. Only shareholders of record at the close of business on April 14, 201715, 2020 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the meeting.

In light of the ongoing coronavirus pandemic, this year we will conduct the Annual Meeting solely online through a live interactive webcast. Given the current environment, we believe it is important for the safety of our shareholders, employees, directors and local community to hold the Annual Meeting remotely. Shareholders of the Corporation as of the Record Date may view and participate in the Annual Meeting by visitingwww.virtualshareholdermeeting.com/RIVE2020 on that day of the Annual Meeting.

To attend and participate in the virtual Annual Meeting, shareholders will need to provide the sixteen (16) digit control number that appears on their Notice of Internet Availability of Proxy Materials or Proxy Card. We encourage you to visit the Virtual Meeting website prior to the start time of the meeting. Please allow ample time to ensure that you gain access to the meeting. If you have difficulties during thecheck-in time or during the course of the Annual Meeting, there will be technical support available to assist you. If you encounter any difficulties, please call the toll-free phone number displayed on the Virtual Meeting website on the meeting date.

Availability of Proxy Materials

On or about April 29, 2020, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions detailing how to view or receive our Notice of Annual Meeting, Proxy Statement, Proxy Card and 2019 Annual Report. The Notice explains how you may view or access a copy of our Notice of Annual Meeting, Proxy Statement, Proxy Card and the 2019 Annual Report online by visitingwww.proxyvote.com. The Notice also provides details as to how you can request and receive a paper or email copy, free of charge, of our Notice of Annual Meeting, Proxy Statement, Proxy Card and the 2019 Annual Report by any of these methods:

In accordance with Securities and Exchange Commission (“SEC”) rules, the materials on the foregoing website are searchable, readable and printable, and the website does not use “cookies”, track user moves or gather any personal information.

Proposals to be Voted on at the Annual Meeting

At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters:

Solicitation of Proxies

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of the Corporation for the 20172020 Annual Meeting of Shareholders. This proxy statement and the related proxy card areis first

being distributedmade available to shareholders on or about April 24, 2017.29, 2020. The Corporation will bear the expense of soliciting proxies. Copies ofThe solicitation materials will be furnishedavailable to brokerage houses, fiduciaries and custodians to forward to beneficial owners of stock held in the names of such nominees. The Corporation will reimburse brokers and other custodians, nominees and fiduciaries for their reasonableout-of-pocket expenses for forwarding proxy and solicitation materials to owners of the Corporation’s common stock.Common Stock. In addition, to the solicitation of proxies by mail, directors, officers and employees of the Corporation and its subsidiaries may, without additional compensation, solicit proxies in person, by telephone, and through other means of communication.

How to Vote

Riverview encourages you to vote your shares by proxy telephone or internet in advance of the Annual Meeting, soto ensure that your shares will be represented and voted at the Annual Meeting. As the holder of record, you have the right to give your proxy directly to us in advance of the Annual Meeting by any of the following methods: (1) by Internet or telephone – visitwww.proxyvote.com to vote over the Internet or call1-800-690-6903 to vote using a touchtone phone; or (2) by mail – if you cannot attendrequested to receive a paper copy of the Proxy Card, you can elect to vote in person and are eligible to vote.You may voteadvance of the Annual Meeting by signing and returning the enclosed proxy card by mailProxy Card in the enclosed postpaidpostage paid, self-addressed envelope by telephone, by internet or by attendingthat was enclosed. If you vote in advance of the Annual Meeting andusing either the toll-free telephone number or the Internet voting in person.site, please note that you need to cast your vote by 11:59 p.m., Eastern time, on June 10, 2020, the day prior to the Annual Meeting.

If you hold shares in street name with a bank or broker, it is important that you instruct your bank or broker how to vote your shares if you want your shares to be voted on the election of directors. If you hold your shares in street name and you do not instruct your bank or broker how to vote your shares in the election of directors, no votes will be cast on your behalf for the election of directors. In addition, your broker cannot vote your shares on the Common Stock Increase or the Nonvoting Common Stock Authorization. As a result, no vote will be cast for you on these items unless you provide instructions to your broker on how to vote.this matter. Your bank or broker will,

however, continue to have discretion to vote any uninstructed shares for which no voting instructions have been provided on the ratification of the appointment of Riverview’s independent auditor and other matters that your bank or broker considers routine. If you

Shareholders, including those who hold shares in street name withthrough a bank, broker or brokerother nominee, may also attend the virtual Annual Meeting and you wish to vote your shares in person atonline during the Annual Meeting. To vote online during the Annual Meeting youor submit questions, follow the instructions atwww.virtualshareholdermeeting.com/RIVE2020.

To attend and participate in the virtual Annual Meeting, shareholders will need to obtain a “legal proxy” from your bankprovide the sixteen (16)-digit control number that appears on their Notice of Internet Availability of Proxy Materials or broker authorizingproxy card. We encourage you to votevisit the shares atVirtual Meeting website prior to the start time of the meeting. Please allow ample time to ensure that you gain access to the meeting. If you have difficulties accessing the site prior to, or during the Annual Meeting.Meeting there will be technicians available to assist you. If you encounter any difficulties accessing the Virtual Meeting website atcheck-in or during the course of the Annual Meeting, please call the toll-free phone number displayed on the Virtual Meeting website on the meeting date.

Voting of Shares

By properly completing agiving your proxy, you appoint Howard R. Greenawalt and Joseph D. Kerwin and Marlene K. Sample, as proxy holders to vote your shares in the manner indicated by you either on the proxy card, the telephone or the internet.you. Unless revoked, any proxy given pursuant to this solicitation will be voted at the Annual Meeting, including any adjournment or postponement thereof, in accordance with the written instructions of the shareholder giving the proxy. In the absence of instruction, all proxies will be voted FOR the election of the director nominees identified in this proxy statement FOR the Common Stock Increase, FOR the Nonvoting Common Stock Authorization and FOR the ratification of the appointment of Dixon Hughes GoodmanCrowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017.2020. Although the Board of Directors knows of no other business to be presented, in the event that any other matters are properly brought before the Annual Meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors of the Corporation as permitted by Rule14a-4 under the Securities Exchange Act of 1934, as amended.

As of the Record Date, 6,371100,222 shares of Riverview common stockvoting Common Stock were held by Riverview’s Trust department in a fiduciary capacity for fiduciary accounts. The shares held in this manner, in the aggregate, represent approximately 0.18%10.9% of the total voting common shares outstanding. The opportunity to receive communication from the Corporation and to vote on any matter shall be provided to each account owner then entitled to vote. The account owner then entitled to vote shall receive, by regular U.S. mail, the Corporation’s communication, or letter or other notice describing the nature of the vote solicited and the manner in which the vote may be exercised. In the absence of a responsevoting directions from a duly notifiedthe account owner, these shares will not be voted by Riverview.

Shares held for the account of shareholders who participate in the Dividend Reinvestment and Stock Purchase Plan (the “DRP Plan”) and for the employees who participate in the Employee Stock Purchase Plan (the “ESPP”) will be voted in accordance with the instructions of each shareholder as set forth on his or hershareholder’s proxy. If a shareholder who participates in these plans does not return a proxy, the shares held for the shareholder’s account will not be voted.

Employees of Riverview Bank and its subsidiaries who participateEach participant in the Riverview Financial Common Stock Fund of the Riverview Financial Corporation 401(k) Retirement Plan (the “401(k) Plan”) will be voted by the Plan Trustee in accordance with the instructions of each participant as set forth on the proxy card sent to the participants with respect to Riverview shares. Each participant in the 401(k) Plan (or beneficiary of a deceased participant) is entitled to direct the Plan Trustee how to vote shares of Riverview common stockvoting Common Stock that are allocated to his or her account under the 401(k) Plan, on any matter in which other holders of Riverview’s common stockvoting Common Stock are entitled to vote. All shares of Riverview stock allocated to accounts for which the Plan Trustee did not receive instructions from a participant will be voted by the Plan Trustee in histhe same proportion as the shares for which it has received instructions, subject to the trustee’s discretion and in accordance with hisapplicable fiduciary duties under ERISA.Employee Retirement Income Security Act of 1974, as amended.

Revocability of Proxies

The execution and return of the enclosedVoting by proxy card will not affect a shareholder’s right to attend the Annual Meeting and to vote in person.at the Virtual Meeting. A shareholder may revoke any proxy given pursuant to this solicitation by (i) delivering written notice of revocation to Maureen Duzick,Melinda Aungst, Secretary of the Corporation, 3901 North Front Street, Harrisburg, Pennsylvania, 17110, (ii) executingsubmitting a later dated proxy via telephone or Internet within the deadlines stated below for voting using those methods, (iii) delivering a later dated proxy and giving written notice of the

revocation to Maureen DuzickMelinda Aungst at any time before the shares are voted at the Annual Meeting, or (iii) appearing at(iv) attending the virtual Annual Meeting and voting in persononline at the meeting after giving notice thereof to the Secretary of the meeting. Shareholders may vote as often as they wish via telephone or Internet, but only the last vote received will be tabulated.

Although the Board of Directors knows of no other business to be conducted at the meeting, in the event that any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors on any matter as to which the Corporation did not have reasonable notice.

Quorum; Required Vote

At the close of business on the Record Date, the Corporation had 3,518,3319,182,251 issued and outstanding shares of no par value voting common stock (the “Common Stock”) held by approximately 8731,014 shareholders of record and 1,348,809 issued and outstanding sharesrecord. The Common Stock is the only class of no par value Series A preferredCorporation stock held by one shareholder of record.entitled to vote at the Annual Meeting. Each holder of the Corporation’s common stockCommon Stock is entitled to one vote per share owned of record on the Record Date on all business presented at the Annual Meeting.

A majority of the outstanding shares of common stockCommon Stock of the Corporation, represented in person or by proxy, constitutes a quorum for the conduct of business. Under Pennsylvania law and the Corporation’s Bylaws, the presence of a quorum is required for each matter to be acted upon at the annual meeting.Annual Meeting. Votes withheld and abstentions are counted in determining the presence of a quorum for a particular matter. Brokernon-votes are not counted in determining the presence of a quorum for shareholder actions with respect to non-routine corporate governance matters such as the election of directors, but are counted in determining the presence of a quorum for routine matters, such as ratification ofif they have voted on at least onenon-procedural matter at the independent registered public accounting firm.Annual Meeting.

In the case of the election of Directors,directors, the threefour (4) candidates receiving the highest number of votes will be elected. Shareholders are not entitled to cumulate votes for the election of directors. OnFor all other matters including approval of the Common Stock Increase, the Nonvoting Common Stock Authorization and the ratification of Dixon Hughes Goodman LLP as the independent registered public accounting firm, the proposal mustto be approved byvoted upon, the affirmative vote of a majority of votes cast, in person or by proxy, at the votes cast.Annual Meeting, is required for approval, except in cases where the vote of a greater number of shares is

required by law or under the Corporation’s Articles of Incorporation or Bylaws. Abstentions, “withhold” votes and brokernon-votes will not be treated as votes cast. As a result, they will have no effect on the outcome of the vote to approve any of the proposals.

Shareholder Proposals for the 20182021 Annual Meeting

Shareholder proposals for the 20182021 Annual Meeting must be addressed to the Secretary of the Corporation and received on or aboutbefore December 22, 201730, 2020 at the principal executive offices addressed to the Secretary of Riverview Financial Corporation at 3901 North Front Street, Harrisburg, PA 17110, to be considered for inclusion in our 20182021 Proxy Statement. Shareholder proposals that will not be included in the 20182021 Proxy Statement, but which a shareholder intends to bring to a vote at the Annual Meeting, will be considered untimely if submitted after March 7, 2018. The Corporation will announce any revision to these shareholder proposal deadlines based upon the actual date chosen for the 2018 Annual Meeting.17, 2021.

CORPORATE GOVERNANCE

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

Director Independence

Currently, our Board of Directors has thirteentwelve (12) members. The Corporation has chosen to followfollows the NASDAQ Stock Market standards for independence. Under those standards, the following eleven (11) directors are considered independent: Mses. Cherry, Gathagan and Sample and Messrs. Evans, Ford, Greenawalt, Hite, Hoover, Kerwin, Metzgar,McMillen, Resh, Schrantz, TroutmanSoult and Yaag.Wood. Mr. Fulk is not independent because he is an executive officer of the Corporation. This constitutes more than a majority of our Board of Directors. All members of our Audit Committee, Compensation Committee and Governance and Nominating Committee meet all applicable independent standards under the NASDAQ Stock Market standards for independence applicable to services on those committees.

In determining the directors’ independence, the Board of Directors considered any services provided to Riverview, loan transactions between Riverview Bank and the directors, their respective family members and businesses with whom they are associated, as well as any contributions made to non-profit organizations with whom the directors are associated.

The following table includes a description of other categories or types of transactions, relationships or arrangements considered by the Board (in addition to those listed above and under the section entitled “Transactions with Directors and Executive Officers” below) in reaching its determination that the eleven (11) directors are independent.

In each case, the Board determined that none of the transactions noted impair the independence of the director.

Meetings and Committees of the Board of Directors

The Board of Directors has a standing Audit Committee, Compensation Committee, and Governance and Nominating Committee. All Committees are required to have an odd number of members. In the event a committee vote is deadlocked (i.e., an even number of votes for and against an item to be approved), then the matter will be resolved by vote of the full Board of Directors.

Board Meetings.During 2016,2019, the Board of Directors met fourteen (14)fifteen (15) times. All of the directors except for a former director, Felix Bartush, attended at least 75% of all meetings of the Board and respective Committees on which they served. In addition, although the Corporation does not have a formal policy regarding attendance by directors at the Annual Meeting of Shareholders, it is generally expected that each director will attend. All of the Corporation’s directors attended the 20162019 Annual Meeting of Shareholders.

Audit Committee. The Audit Committee met seven (7)five (5) times during 2016,2019, and operates pursuant to a written charter, a copy of which is available on Riverview Bank’s website athttps://riverviewbankpa.com/www.riverviewbankpa.com/ under then clicking on theInvestor Relations and then selecting link - “Governance Documents”. The members of the Audit Committee are R. Keith Hite, Chairman, Howard R. Greenawalt, Joseph D. Kerwin andChairman, Timothy E. Resh.Resh and Marlene K. Sample. Each member of the Audit Committee is considered “independent” in accordance with NASDAQ and the NASDAQSecurities and Exchange Commission independence standards applicable to Audit Committee membership. The primary function of the Audit Committee is charged with providing assistance to assist the Board in fulfilling its oversight responsibilities with respect to the shareholders in the areas of financial controls and reporting. These responsibilities include assessing the effectiveness of the internal control system over financial reporting, reviewing adherence to policies and procedures, assuring the safeguarding of all Corporation assets and the accuracyaudit of the Corporation’s financial statements. The scope of the Audit Committee’s oversight responsibility includes the financial reporting process, the system of internal control over financial reporting, independence requirements, the audit process, and the institution’s process for monitoring compliance with laws and regulations with respect to financial reporting. As such the Audit Committee reviews:

Further, it is the responsibility of the Audit Committee to provide independent oversight and to monitor and maintain lines of communication between the Board of Directors, the external auditors, the internal auditors and the senior management of the Corporation. The Audit Committee is also responsible for matters concerning the relationship between the Corporation and its independent auditors, including annually recommending their appointment or removal, reviewing the scope of their audit services and related fees as well as other services they may provide to the Corporation, and determining whether the auditors are independent. The Audit Committeepre-approves all audit andnon-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. Mr. Greenawalt was determined by the Board of Directors to be an “audit committee financial expert” as defined in SEC RegulationS-K.

Compensation Committee. The Compensation Committee met one (1) timeten (10) times during 2016.2019 and operates pursuant to a written charter, a copy of which is available on Riverview Bank’s website athttps://www.riverviewbankpa.com/ then clicking on theInvestor Relations link - “Governance Documents”. The Compensation Committee is comprised of JosephKevin D. Kerwin,McMillen, Chairman, David W. Hoover and John M. Schrantz,Joseph D. Kerwin, who are all considered to be independent under the NASDAQ independence standards applicable to Compensation Committee membership. The principal duties of the Compensation Committee include the establishment of policies dealing with various compensation plansis responsible for the Corporation. Subjectformulating, evaluating and recommending to the Board’s approval,Board the Compensation Committee determines general guidelinescompensation of Riverview’s executive officers, overseeing all compensation programs involving the issuance of Riverview’s stock and other equity securities of Riverview, assessing Bank compensation programs for risk, annually reviewing the Bank’s executive

compensation, salary adjustments, compensationadministration and benefit programs for all employeesto determine that they are current and makes recommendationsproperly coordinated, recommending to the Board of Directorsthe compensation for its approval. The Compensation Committee assures that senior executives are compensated effectively in a manner consistent with the Bank’s compensation strategy, internal equity considerations, competitive practicesdirectors and the requirements of the appropriate regulatory bodies. The Board of Directors annually reviews the recommendations of the Compensation Committee on compensation of the Corporation’s and the Bank’s senior executives. The Compensation Committee does not have a committee charter.

Compensation Committee Interlocks and Insider Participation. There are no compensation committee interlocks or insider participation that would require disclosure under applicable proxy rules.overseeing employment agreements.

Governance and Nominating Committee. The Governance and Nominating Committee met six (6)four (4) times during 2016.2019. The Governance and Nominating Committee consists entirely of independent directors as defined under the NASDAQ independence standards applicable to Governance and Nominating Committee membership. The members of the Governance and Nominating Committee are John M. Schrantz, Chairman, Howard R. Greenawalt, David W. Hoover, Chairman, Paula M. Cherry, Albert J. Evans, Maureen M. Gathagan and Joseph D. Kerwin, Timothy E. Resh and David A. Troutman.Kerwin. The principal duty of the Governance and Nominating Committee includes developing Corporate Governance Guidelinescorporate governance guidelines of the Corporation, ensuring compliance with such governance policies, and procedures and practices and periodically reviewing and assessingoverseeing the evaluation of the Board of Directors and management performance. In addition, the committee serves as the Corporation’s nominating committee and is responsible for identifying individuals qualified to become Board members based upon criteria specified by the Board and recommending nominees to fill vacancies. The Governance and

Nominating Committee operates under a formal charter adopted by the Board of Directors, a copy of which is available on Riverview Bank’s website athttps://riverviewbankpa.com/www.riverviewbankpa.com/ under then clicking on theInvestor Relations and then selecting link - “Governance Documents”.

Code of Ethics

The Corporation adopted a Code of Ethics that applies to all directors, officers and employees of the Corporation and the Bank. The Code of Ethics defines the standards of honesty, integrity, impartiality and conduct that are essential to ensure the proper performance of the Corporation’s business and to ensure public trust. A copy of the Code of Ethics may be obtained, without charge, by contacting Maureen Duzick,Melinda Aungst, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.

Anti-Hedging Policy

The Corporation’s anti-hedging and anti-pledging provisions are covered in the Corporation’s Insider Trading Policy. Under the policy, directors and named executive officers are prohibited from engaging in short sales of Riverview stock and from engaging in transactions in publicly-traded options, such as puts, calls and other derivative securities based on Riverview stock including any hedging, monetization or similar transactions designed to decrease the risks associated with holding Riverview stock. In addition, directors and named executive officers are prohibited from pledging Riverview stock as collateral for any loan or holding Riverview stock in a margin account.

Shareholder Communications

Shareholders who wish to send communications to the Board may send communications to Maureen Duzick,Melinda Aungst, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.

Nomination of Directors

Under the Corporation’s Bylaws, Board nominations may be made by the Board of Directors or by any shareholder entitled to vote on the election of directors, provided that all nominees must meet the age and ownership requirements discussed below. The Governance and Nominating Committee does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board. As part of the Committee’s process to identify and select director nominees, diversity is one of many factors considered, including skill, experience and time availability, in evaluating candidates. The Board does not assess shareholder nominees using a different standard from that used to assess Board nominees. In order for a shareholder to make a nomination, the shareholder must provide a notice, along with additional information about the proposed nominee(s), as required by Section 9.19.2 of the Bylaws, to our corporate

Corporate Secretary not less than 60sixty (60) days prior to the date of any meeting of shareholders called for the election of directors. If the Annual Meeting were held on the same date next year, the deadline to submit a director nominee would be February 20, 2018.on or about April 10, 2021. The chairmanChairman of the Annual Meeting is required to determine whether nominations have been made in accordance with the requirements of the Bylaws. If hethe Chairman determines that a nomination was not made in accordance with the Bylaws, hethe Chairman shall declare so declare at the Annual Meeting, and the defective nomination will be disregarded. You can obtain a copy of the full text of the Bylaw provision by writing to Maureen Duzick,Melinda Aungst, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.

Board Leadership Structure

ThePrior to January 2019, the Corporation’s senior leadership is currentlywas shared between the Chief Executive Officer, the President and the Chairman of the Board. Historically,Board, respectively. In 2019, however, the positionsBoard determined to combine the offices of President and Chief Executive Officer, which many public companies often do. This structure permits the President and Chairman have been held by separate individuals; however,Chief Executive Officer to cohesively manage daily operations. Riverview believes that separation of the BoardPresident and Chief Executive Officer roles is not necessary because it has discretion to combine or separate these positions. The Corporation maintains its current Board structure because we believe that having an independent Chairman increasesproviding sufficient counterbalance to the effectivenesscombined President and Chief Executive Officer position in terms of risk oversight and management evaluation,evaluation. Riverview also believes that its leadership structure, in which the roles of Chairman and Chief Executive Officer are separate, positions serve to eliminatetogether with experienced and engaged independent directors and key independent committees, will be effective and is the appearance of a conflict between personaloptimal structure for Riverview and shareholders’ interests.our shareholders at this time.

Risk Oversight

Oversight of material risks facing the Corporation is a major area of emphasis for the Board of Directors. A separate standing Risk and Compliance Committee of the Board facilitates our Board’s oversight responsibilities with respect to managing risk throughout the Corporation. The Committee, which acts completely independent of management, reports directly to the full Board upon recommendations from appropriate committees, annually approves all operating policies.and meets at least quarterly, or more frequently as circumstances dictate. The Audit Committee reviews results of all regulatory examinations and audits, both internal and external, and monitors responsesreceives regular reports from management and other standing Board committees regarding relevant risks and the actions taken by management to recommendations for procedural changes. Membersadequately address those risks. The current members of the Audit,

CompensationRisk and GovernanceCompliance Committee are: Messrs. Hoover, Chairman, Fulk, Greenawalt, Soult and Nominating Committees meet regularly with management. Each committee requires proofWood, all of adherence to all applicable policies that they oversee.whom are considered “independent”, except for Mr. Fulk. The Risk and Compliance Committee operates under a formal charter adopted by the Board of Directors, a copy of which is informed routinely of new regulations, current issues of importance, key examination points, industry news and peer and competition activity by managementavailable on Riverview Bank’s website at monthly Board meetings and periodic committee meetings.https://www.riverviewbankpa.com/ then clicking on theInvestor Relations link - “Governance Documents”.

PROPOSAL 1: ELECTION OF DIRECTORS

The Corporation’s Articles of Incorporation provide that the Board of Directors shall consist of at least seven (7), but not more than twenty-five (25) persons, as determined by the Board of Directors from time to time. The Board currently has fixed the number of directors so that, at the timetwelve (12) members; however, effective as of the Annual Meeting, the total number of members of the Board will be twelve.reduced to eleven (11), as described below. The Board is divided into three classes, as nearly equal in number as possible. Directors serve staggered, three-year terms, such that the term of office of one class of directors expires each year. Currently, the term of the Class 1 directors expires at the 20172020 Annual Meeting, the term of Class 2 directors expires at the 20182021 Annual Meeting, and the term of Class 3 directors expires at the 20192022 Annual Meeting.

Any vacancy occurring on the Board of Directors, whether due to an increase in the number of directors, resignations, retirement, death or any other reason, may be filled by a majority of the remaining members of the Board of Directors, or by a sole remaining director, though less than a quorum, and each person so appointed will serve as a director until the expiration of the term of office of the class of directors to which he or she was appointed. The Bylaws do not permit the nomination of any individualsindividual as a director who areshall have attained the age of seventy (70) years on or older as ofbefore the date of the Annual Meeting at which directors are to be elected. As of the 20172020 Annual Meeting, Director James G. Ford, IIWilliam Wood is retiring from the Board as a result ofdue to this requirement, thus reducing the size of the Board to twelveeleven (11) members. The ages of the directors presented in the upcoming table are as of the April 14, 201715, 2020 Record Date.

Except for directors of the Corporation who were in office as of September 27, 2018, no person mayshall be nominated or elected to serve as a director unless he or sheDirector who beneficially owns at least 2,000less than 4,000 shares of common stock of the Corporation except foras of both the “original” thirteen directorsdate they are nominated and the date they are elected to serve on the Board. A director of the Corporation in office as of September 27, 2018 shall beneficially own at least 4,000 shares of common stock of the Corporation on or before December 31, 2020 to fulfill this requirement and remain on the Board of the Corporation. All ownership requirements are continuous; a director must maintain the applicable level of ownership at all times until termination of their service as a member of the Board. Any member of the Board who fails to reach or maintain the required level of ownership shall be required to immediately resign from the Board as of the date such requirement is no longer met.

The Board of Directors has nominated the following three (3)four (4) persons for election as Class 1 directors, to serve for a three-year term and until their successors are duly elected and qualified. In the event that any of the nominees are unable to accept nomination or election, proxy holders will vote proxies given pursuant to this solicitation in favor of other persons recommended by the Board of Directors. The Board of Directors has no reason to believe that any of the nominees will be unable to serve as a director if elected.

The Board of Directors recommends a vote “FOR” the following three (3)four (4) nominees:

Nominees for Class 1 Directors to serve until 20202023

Class 2 Directors to serve until 2021

Name and Age Nominees:		Director Since		Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries
John M. Schrantz, 67		1994(1)(2)		Mr. Schrantz is President of the Rohrer Companies, Inc. (Rohrer Bus Service). He formerly served as a director of First Perry Bancorp, Inc. and The First National Bank of Marysville since 1994. Mr. Schrantz has been the Vice-Chairman of the Board of Riverview and the Bank since their inception in December 2008. Mr. Schrantz brings financial expertise and leadership skills as president of a local company.
David A. Troutman, 60 Marlene K. Sample, 69		20022011(1)(2)(5)		Mr. TroutmanMs. Sample is the Chairman of Sample Media – MSK, Inc. and President and owner of A.W. Troutman DBA/ Troutman’s Chevrolet – Buick – GMC, an automobile dealershipATJ Printing, Inc. of Huntingdon, Pennsylvania. Ms. Sample earned a Bachelor of Arts degree in Millersburg, PA andpolitical science from the owner of W.C. Troutman Company, a finance company in Millersburg, PA. He formerly served as a director of Halifax National Bank since 2002. Mr. Troutman’sPennsylvania State University. Ms. Sample’s qualifications include hisher extensive business expertise and leadership skills as president and owner of a local company and his knowledge ofher active involvement in the communities servedserviced by the Bank.
Nominees for Class 3 Directors to serve until 2019

Class 3 Directors to serve until 2022

Name and Age

Director
Since

Principal Occupation for the Past Five Years and

Positions Held with Riverview Financial Corporation and Subsidiaries

Albert J. Evans, 49

Kirk D. Fox, 50

R. Keith Hite, 69

Name and Age		Director Since		Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries
Albert J. Evans, 52		2007(3)		Mr. Evans is a trial attorney with the law firm of Fanelli, Evans & Patel, P.C. of Pottsville, Pennsylvania for more than 26 years, and is the President of the law firm. He is licensed to practice law in the states of Pennsylvania and New Jersey. He is a Board Member of the Pennsylvania Trial Lawyers Association, a Diplomat of the American Association for Justice, and a Delegate for the Pennsylvania Bar Association in 2007-2008. He also serves on the Lawyers Advisory Committee for the United States District Court for the Middle District of Pennsylvania and is Vice President of the Schuylkill County Bar Association. Mr. Evans has been involved in numerous complex litigations and is a member of the Million Dollar Advocates forum. He was selected as a super lawyer in 2019. Mr. Evans is also a Eucharistic Minister. Mr. Evans’ qualifications to serve on Riverview’s Board include his prior experience as a director of the Union Bank and Trust Company, appointed in 2007. He served as counsel for a financial institution and has experience with acquisition transactions and corporate legal matters.
David W. Hoover, 56 59		2007(1)(2)		Mr. Hoover is the owner and President of Hoover Financial Services, Inc., which is an accounting/tax preparation/business consulting firm located in Halifax, Pennsylvania. He formerly served as a director of HNB Bancorp, Inc. and Halifax National Bank since 2007. Mr. Hoover has beenis currently the ChairmanVice-Chairman of the Board of Riverview Financial Corporation and Riverview BankBank. Prior to October 1, 2017, he held the position of Chairman of the Board of Riverview since theirits inception in December 2008. Mr. Hoover’s qualifications include his leadership skills, financial expertise and his knowledge of the communities served by the Bank.
Kevin D. McMillen, 63		2007(5)		Mr. McMillen is a retired regional Vice President of Burns and Burns Associates, Inc., an insurance agency. Mr. McMillen earned a Bachelor of Science degree in biology from Clarion University and a Master of Science degree from Florida Institute of Technology. He is Chairman of the Board of Clearfield County Charitable Foundation. Mr. McMillen’s qualifications include his business knowledge and background and his involvement in the communities serviced by the Bank.

Retiring Director

Information regarding the Corporation’s continuing directors is provided as follows:

PROPOSAL 2: AMENDMENT OF THE CORPORATION’S ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON SHARES

Under Article 5 of the Corporation’s Articles of Incorporation, the Corporation is authorized to issue up to five million shares of common stock, no par value (the “Common Stock”), and three million shares of preferred stock, no par value. As of April 14, 2017, the Corporation had 3,518,331 shares of common stock issued and outstanding and 178,302 shares were reserved for issuance under the Corporation’s employee stock purchase, dividend reinvestment, 401(k) and stock option plans, leaving approximately 1,303,367 common shares available for issuance. The Corporation also has 1,348,809 shares of Series A, non-voting preferred stock outstanding, which may, at a future date, and subject to regulatory approval of the holders thereof, be ultimately convertible into 1,348,809 shares of voting Common Stock (subject to adjustment). In the event that the Series A preferred shareholders desire to convert their shares into Common Stock, and obtain all necessary approvals to do so, the Corporation’s remaining available shares of Common Stock will be even further diminished.

Based on the foregoing, the Board has approved, and recommends that the shareholders of the Corporation approve, an amendment to the first paragraph of Article 5 of the Corporation’s Articles of Incorporation to increase the number of authorized shares of common stock from five million shares to twenty million shares. The additional fifteen million shares for which the Corporation is seeking authorization would be part of the existing class of common stock presently authorized, having the same rights, privileges and preferences. As proposed to be amended, Article 5 would read as follows:

5. a. The aggregate number of shares that the Corporation shall have authority to issue is twenty million (20,000,000) shares of common stock, no par value per share (the “Common Stock”), and three million shares (3,000,000) of preferred stock, no par value per share (the “Preferred Stock”).

Approval of the Common Stock Increase is an independent vote from the proposal for the Nonvoting Common Stock Authorization, and approval or non-approval of the Common Stock Increase will not affect, or be affected by, the approval or non-approval of the Nonvoting Common Stock Authorization proposal.

The Board has a number of reasons that support its determination that an increase in the Corporation’s common stock is advisable and in the best interests of the Corporation at this time:

With the exception of the planned issuance of common shares in connection with the Merger, shares of common stock reserved for future issuance under the Corporation’s employee benefit plans, and the potential future conversion of the Series A preferred stock into Common Stock, the Corporation currently has no other definitive plans, understandings, agreements or arrangements concerning the issuance of any shares of its common stock. However, the Corporation will have the right to issue any newly authorized shares for any reason it determines to be in the best interests of the Corporation, and without shareholder approval except as may be required by Pennsylvania corporate law or the rules of any exchange upon which the Corporation’s shares may be issued in the future. In addition, the Corporation’s shareholders do not have preemptive rights to purchase shares that may be issued and, as a result, existing shareholders may suffer the dilution of their equity participation and voting rights if additional shares of common stock are issued.

The ability to issue additional shares of common stock could also enable the Board to discourage an attempt to gain control of the Corporation by unaffiliated parties. It is not presently contemplated that any of the remaining shares of common stock would be issued for the purpose of making the acquisition by an unwanted suitor of a controlling interest in the Corporation more difficult. However, if the Board were to oppose such a suitor in the future, it could (if consistent with its fiduciary duties and within the limits imposed by applicable law) cause the Corporation to issue additional shares of common stock in a public or private sale, merger or similar transaction which would increase the number of outstanding shares of such stock, thereby possibly diluting the interest of a party attempting to gain control of the Corporation.

Under Pennsylvania law and the Corporation’s Articles of Incorporation, the affirmative vote of a majority of those shares cast in person or by proxy at the meeting with respect to the Common Stock Increase proposal is required for its approval.The Board of Directors recommends a vote FOR the proposed amendment of the Corporation’s Articles of Incorporation to increase the authorized shares of common stock of the Corporation.

PROPOSAL 3: AMENDMENT OF THE CORPORATION’S ARTICLES OF INCORPORATION TO AUTHORIZED NON-VOTING COMMON SHARES

On January 11, 2017, the Corporation entered into a Stock Purchase Agreement with certain investors pursuant to which it sold both shares of its common stock and Series A Preferred Stock to qualified investors. In the Stock Purchase Agreement, the Corporation agreed to seek authorization from its shareholders of a class of no par value, non-voting common stock into which the Series A Preferred Stock is permitted to convert (the “Nonvoting Common Stock”). The Board has approved, and recommends that the shareholders of the Corporation approve, an amendment to the first paragraph of Article 5 of the Corporation’s Articles of Incorporation to create and authorize 1,348,809 shares of Nonvoting Common Stock, which is the total number of shares of Nonvoting Common Stock into which the Series A Preferred Stock may convert, in accordance with its terms. The Nonvoting Common Stock is permitted, under certain circumstances, to convert into voting Common Stock. The full rights of the Nonvoting Common Stock are set forth in the proposed amendment to Article 5 of the Corporation’s Articles of Incorporation, set forth as Exhibit A, and are summarized below.

Presuming the shareholders approve the Nonvoting Common Stock Authorization, each share of Series A Preferred Stock will automatically convert into one share of Non-Voting Common Stock effective as of the close of business on the date that the Corporation files an amendment to the Articles of Incorporation to authorize the Non-Voting Common Stock. Following conversion, all shares of Nonvoting Common Stock proposed to be authorized will be issued and outstanding with no authorized but unissued shares of Nonvoting Common Stock remaining. If, however, the shareholders do not approve the Nonvoting Common Stock Authorization, the Series A Preferred Stock will remain outstanding and convertible into voting common stock, or a future approved class of nonvoting common stock, in accordance with its terms.

Approval of the Nonvoting Common Stock Authorization is an independent vote from the proposal for the approval of the Common Stock Increase, and approval or non-approval of the Common Stock Increase will not affect, or be affected by, the approval or non-approval of the Nonvoting Common Stock Authorization proposal.

The Board believes that it is desirable and in the best interests of the Corporation and its shareholders that the Nonvoting Common Stock Authorization be approved. By approving the Nonvoting Common Stock Authorization, all shares of the Series A Preferred Stock will convert into Nonvoting Common Stock, on a one for one basis. Nonvoting Common Stock is considered by the Federal Reserve Board and the Federal Deposit Insurance Corporation as a more permanent source of capital than the Series A Preferred Stock, and the Corporation would be permitted to treat the capital raised through the sale of the Series A Preferred Stock as common equity tier 1 for capital purposes, instead of tier 2 capital, as it is currently treated, improving the Corporation’s tier 1 capital ratio. Regulators use the tier 1 capital ratio to grade a company’s capital adequacy. However, from a corporate law standpoint, there are no material differences between the rights of the Series A Preferred Stock and the Nonvoting Common Stock.

The Non-Voting Common Stock will be of equal rank to the common stock, in terms of dividends, liquidation, preferences and all other rights and features, with the following exceptions:

Under Pennsylvania law and the Corporation’s Articles of Incorporation, the affirmative vote of a majority of those shares cast in person or by proxy at the meeting with respect to the Nonvoting Common Stock Authorization proposal is required for its approval.The Board of Directors recommends a vote FOR the proposed amendment of the Corporation’s Articles of Incorporation to authorize the Nonvoting Common Stock.

SHARE OWNERSHIP

Principal Holders

ToPersons and groups who beneficially own in excess of five percent of Riverview’s issued and outstanding voting shares of Common Stock are required to file certain reports with the bestSecurities and Exchange Commission (“SEC”) regarding such beneficial ownership. The following table shows certain information as to the parties who beneficially own more than five percent of our knowledge,voting Common Stock. We know of no persons, except as listed below, who beneficially owned more than five percent of our voting common stock as of April 14, 2017, no individual or entity owned of record or beneficially more than 5% of the Corporation’s outstanding shares of common stock.15, 2020.

Beneficial Ownership of Executive Officers, Directors and Nominees

The following table shows, as of the FebruaryApril 15, 2017,2020, the amount and percentage of each class of equity securities of the Corporation’s common stock beneficially owned by each director, each director nominee, each named executive officer and all directors, nominees and executive officers of the corporationCorporation as a group.

Unless otherwise indicated in a footnote appearing below the table, all shares reported in the following table are owned directly by the reporting person. The number of shares owned by the directors, nominees and executive officers is rounded to the nearest whole share. All shares reported are shares of voting Common Stock, and none of the directors and executive officers owns any other class of equity of the Corporation.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table discloses the number of outstanding options granted by the Corporation to participants in all equity compensation plans as not approved and as approved by shareholders, as well as the number of securities remaining available for future issuance under such plans, as of December 31, 2016.2019.

The vesting schedule for all options issued under the 2009 Stock Option Plan is a seven yearseven-year cliff, which means that the options are 100% vested in the seventh year following the grant date. All options expire ten years following the grant date. However, onOn December 18, 2013, the Board of Directors approved the acceleration of the vesting of 179,250 options that were granted and outstanding at that date. As a result of the merger with CBT Financial Corp. effective October 1, 2017, the remaining 177,579 options became fully vested. Additional information relating to the Option Plan can be found in Note 1415 – Employee Benefit Plans in the Corporation’s annual reportAnnual Report to shareholders.

The 2019 Equity Incentive Plan (“2019 Equity Plan”) provides that awards may be granted in any of the following forms: stock options, restricted stock awards, restricted stock units, performance awards or any or all of them, or any other right or interest relating to stock or cash. The 2019 Equity Plan authorizes up to 1,140,000 shares of common stock for issuance. The number of shares of common stock reserved for issuance under the 2019 Equity Plan is reduced, on aone-for-one basis, for each share of common stock subject to a stock option grant, and on atwo-for-one basis for each share of common stock issued pursuant to restricted stock awards or restricted stock units. Shares of common stock tendered or withheld in payment of the exercise price of any stock option or for purposes of satisfying tax withholding obligation do not become available forre-issuance under the 2019 Equity Plan. Employees and directors of the Corporation, Riverview Bank or any other subsidiary of Riverview may be granted awards under the 2019 Equity Plan.

The 2019 Equity Plan restricts the maximum number of shares of stock that may be granted to any one employee to 200,000 shares (all of which may be granted during a single calendar year as Stock Options, Restricted Stock Awards/or Restricted Stock Units). The maximum number of shares that may be covered by awards tonon-employee directors during a single year is limited to $50,000 in total value (calculating the value of awards based on the grant date fair value for financial reporting purposes). The vesting for the restricted stock awards issued under the 2019 Equity Plan is three (3) annual installments for awards granted to employees with the first installment vesting on the first anniversary of the effective date of the grant. The vesting for restricted stock awards granted to directors shall vest on the earlier of: (i) theone-year anniversary of the effective date of the award grant; or (ii) upon the director’s retirement in good standing with the Company at the next annual meeting of shareholders of the Company if such annual meeting is at least 50 weeks after the immediately preceding year’s annual meeting of shareholders. Restricted Stock Awards have voting rights related to the unvested,non-forfeited restricted shares. Dividends declared during the vesting period are not paid but are accrued for the Restricted Stock Awards. Upon vesting, any cash dividends declared but not paid shall be paid to the participant within 30 days following the vesting date. The 2019 Equity Plan will terminate on theten-year anniversary of its effective date unless terminated earlier by the Board.

Named Executive Officers

The following table provides information, as of December 31, 2016,2019, about the Corporation’s “namednamed executive officers”.officers (“NEO”):

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Benefits ProcessAnalysis discusses the principles underlying our executive compensation policies and Philosophydecisions and what we believe are the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner in which compensation is awarded to and earned by our Named Executive Officers (“NEOs”) (as defined in the Summary Compensation Table contained within this document) and places into perspective the data presented in the tables and narratives that follow.

TheCompensation Philosophy and Overview

We believe that the most effective compensation program is one that is designed to reward the achievement of our financial and benefit programs forstrategic goals, and which aligns executives’ interests with those of our shareholders.

Traditionally, the Corporation’s namedcompensation paid to our executive officers had three principal elements: a base salary, discretionary cash bonus and discretionary equity-based compensation award, which has historically taken the form of stock options in those years where awards were granted. In 2019, Riverview approved the

Riverview Financial Corporation Executive Annual Incentive Plan (the “2019 Incentive Plan”) and the 2019 Equity Plan. The objectives of these plans are designed to provide compensation that is fair, reasonableoptimize the profitability and competitive. It is intendedgrowth of Riverview through incentives consistent with Riverview’s goals to align the interests of executive officers participating in these plans with the namedoverall performance of Riverview.

In addition, we provide our executive officers with shareholdersa variety of benefits that, in most cases, are available generally to all our salaried employees. We view each component of compensation as related but distinct. Although the Committee reviews the total compensation of our executive officers, we do not believe that significant compensation derived from one component of compensation should necessarily negate or reduce compensation from other components. We do believe that the executive compensation package should be fair and reasonable, taken as a whole.

Except as may be contemplated by rewardingthe 2019 Incentive Plan, we have not adopted any formal policies or guidelines for allocating compensation between long-term and currently paid out compensation or between cash andnon-cash compensation. However, our philosophy is to keep cash compensation at a competitive level while providing the opportunity to our executives for significant reward through equity if our Corporation and our stock price perform well over time.

Role of Consultants

In 2018, the Compensation Committee hired the Blanchard Consulting Group to provide advice on several projects, including review of the total compensation of Riverview’s top five executives for purposes of setting future compensation, review and design of the 2019 Incentive Plan and 2019 Equity Plan, review of executive benefit plans and employment contracts, review of the Compensation Committee’s Charter and review of total compensation paid to directors.

Riverview does not have a policy that limits the other services that an executive compensation consultant can perform. Riverview has not engaged Blanchard Consulting for any other projects except for those directed by the Committee and which were limited to engagements involving the compensation of the executives and compensation of Riverview’s directors. Specific instructions and directions given to Blanchard Consulting and fees to be paid were generally outlined in an engagement letter with respect to the scope and performance of Blanchard Consulting’s duties for each project.

Role of Executive Officers in Compensation Decisions

Our President and Chief Executive Officer annually reviews the performance of each of our other executive officers. The conclusions reached by our President and Chief Executive Officer and his recommendations based on his review, including recommendations regarding salary adjustments, incentive awards and equity award amounts, are presented by the President and Chief Executive Officer to the Compensation Committee. The Committee can exercise its discretion in modifying any recommended adjustments or awards to executives. The independent members of the Board of Directors make all final compensation decisions for each of our executive officers.

Committee meetings typically have included, for all or a portion of each meeting, not only the Committee members but also our President and Chief Executive Officer. Our President and Chief Executive Officer neither recommends nor participates in any portion of such meetings regarding his own compensation.

Role of the Compensation Committee

The Compensation Committee currently consists of Kevin D. McMillen, Chairman, David W. Hoover and Joseph D. Kerwin. Each member of the Compensation Committee is a director who is not employed by us or any of our affiliates and is an independent director under applicable NASDAQ standards applicable to Compensation Committee service.

The Compensation Committee’s underlying philosophy, as endorsed by the Board, regarding the Bank’s executive compensation program is to maintain a compensation program that achieves corporate financial goalsis equitable in a competitive marketplace, provide opportunities that integrate pay with the Bank’s annual and by rewarding stronglong-term performance, encourage achievement of strategic objectives and creation of shareholder value, recognize and reward individual initiatives and achievements, and allow the Bank to attract, retain and motivate talented executives. The Committee ensures that our executive leadership and superior individual performance. By offering competitive compensation and benefits program are consistent with our compensation philosophy and our corporate governance guidelines and makes recommendations to the Corporation is able to attract, motivate and retain a highly qualified and talented team of executives who will help maximizeBoard, which has the Corporation’s long-term financialfinal decision-making authority regarding executive officers’ total compensation. Annually, the Compensation Committee reviews the performance and earnings growth, increase shareholder value and subsequent appreciation in the market value of the Corporation’s stock. These principles also guide the Corporation in designing compensationPresident and benefit plans providedChief Executive Officer and makes a recommendation to the non-executive workforce.Board of Directors regarding salary adjustments, incentive awards and equity award amounts. The President and Chief Executive Officer’s total compensation is subject to the approval of independent members of the Board, which has final decision-making power over the President and Chief Executive Officer’s compensation.

The Compensation Committee reviews our overall compensation paidstrategy at least annually to each namedensure that it promotes shareholder interests, supports our strategic and tactical objectives and provides for appropriate rewards and incentives for our executive officer is based on the executive’s levelofficers.

Use of job responsibility, corporate financial performance measured against annual goals, an assessment of the executive’s individual performance and the competitive market.Peer Groups

The Compensation Committee annually reviews the components of the named executive officers’NEOs’ compensation program in comparison with peer banks. The relevant comparator group for compensation and benefitsbenefit programs consists of financial institutions of like size and geographically located in an area where the corporationCorporation competes for the same talent. Salary and benefit information iswas gathered from proxies of financial institutions and salary surveys. In 2016,2019, the Corporation used survey data from SNL FinancialS&P Global Market Intelligence (“S&P) to educate itself as to the trends in compensation. The SNL FinancialS&P survey provided ranges of salaries forlike-size and geographically similar financial institutions.

For 2019, to ensure competitive executive compensation practices, the Corporation benchmarked its executive compensation, including base and incentive compensation, as well as the overall compensation package, against a defined peer group of similar financial service organizations. The Committee worked with its consultant to develop the peer group of bank holding companies for the purpose of making this analysis. The peer group includes bank holding companies that, at the time of selection in 2018, were generally comparable to Riverview in terms of asset size, although they were not necessarily comparable in terms of financial performance. The peer group will be used to assist in the determination of base salary, equity-based compensation and awards, benefits and long-term incentives by comparing Riverview’s financial performance and compensation practices relative to the peer group average, mean and median compensation levels for similar positions within the peer group.

The members of the peer group as of December 31, 2019 were:

Components of our Executive Compensation Program

Base Salary

A competitive base salary is necessary to attract and retain talented executives. The base salary for each named executive officer is determined based upon experience, expected personal performance, salary

levels that are in place for comparable positions within the industry, and responsibilities assumed by the named executive officers. While a NEO’s initial salary is determined by an assessment of competitive market levels, the most significant factors in determining base salary increases are individual performance and annual peer analysis. The Compensation Committee evaluates the NEOs base salary levels on an annual basis. The Corporation usually grants annual increases to executives to reward performance as well as to reflect changes in responsibilities and the competitive environment in the market.

In establishing the base salaries for the NEOs for 2019, the Compensation Committee considered the Corporation’s financial performance in comparison with historical trends and S&P peer group and market-based industry data. In consideration of the general economic conditions prevailing in 2019 and the Corporation’s financial performance, and to maintain a competitive salary base for the named executive officers, the Committee determined that an increase in base salary for 2019 for all NEOs in the amounts shown in the Summary Compensation Table was appropriate.

Cash Bonuses

In previous years, we paid discretionary cash bonus compensation to the NEOs that was directly linked to our overall corporate financial performance and individual performance. The discretionary cash bonuses were paid at the discretion of the Board of Directors if the Board was of the opinion that such an award was merited. The bonuses are designed to align NEOs’ interests with those of shareholders by linking the Corporation’s performance to such a cash award.

In 2019, we adopted the 2019 Incentive Plan to provide annual cash bonus awards, designated as a percentage of base salary and subject to performance objectives that must be satisfied during each plan year (which is the calendar year) for the participant to earn the annual bonus award. Each NEO is eligible to participate in the 2019 Incentive Plan. The specific performance objectives will be determined annually by the independent members of the Board (the “committee”), but generally may include objective targets on financial performance, profitability growth, asset quality, risk management and subjective performance objectives, such as particular qualitative factors for the participant based on his or her duties to Riverview. Each performance objective will specify levels of achievements at “threshold,” “target,” and “maximum” levels and will be weighted by priority as a percentage of the annual bonus award payable to the participant. In addition to the foregoing, payment of the annual bonus award is also contingent on Riverview’s and/or the participant’s overall performance level being satisfactory, as determined in sole discretion by the committee. The annual bonus award is payable to each participant in the form of a cash lump sum within 2.5 months following the end of plan year. The committee, however, may instead grant an annual bonus award that provides that a percentage of the award would be paid in the form of an equivalent number of restricted stock awards and/or stock options, which would be issued under the 2019 Equity Plan.

Notwithstanding the foregoing, because the Corporation’s performance objectives were not satisfied during the 2019 plan year, primarily as a result of the extraordinary costs associated with our strategic initiative to reduce our efficiency ratio and the integration of CBT Financial Corp. and the Corporation following their merger, no bonuses were awarded to the NEOs pursuant to the 2019 Incentive Plan.

Equity-Based Compensation

The Corporation believes in providing long-term compensation consisting of equity grants to incent executives on delivering long-term performance and shareholder value and to act as a balance to short-term incentives, ensuring a focus on the long-term stability of the organization. The Corporation incorporates vesting terms into its equity awards that encourage executive retention, where grants of equity awards will vest over a period of years to serve as an inducement for our executives to remain in the employ of our Corporation. The Corporation believes in equity award levels that are fair and market competitive, both in isolation and in the context of total compensation.

Additionally, we believe that our executives should have a greater percentage of their compensation at risk as compared with our other employees. Since our executives do not benefit from stock options or

experience an increase in the value of restricted stock awards that have been made, unless the price of our stock increases after the grant date as compared with the grant price, they clearly provide our executives with an added incentive to build shareholder value.

The potential for awards is reviewed annually, although shares will not necessarily be awarded each year, depending upon the Corporation’s financial performance. The 2019 Equity Plan was adopted and approved by shareholders as a means to (i) align the interests of key individuals with shareholders by encouraging and creating ownership of Common Stock; (ii) enable the Corporation to attract and retain qualified individuals; (iii) provide meaningful long-term equity to persons who are in a position to make significant contributions toward Corporation objectives; (iv) reward individual performance; and (v) allow the Corporation to be competitive with its peers. The 2019 Equity Plan provides for the issuance of up to 1,140,000 shares of common stock, which can be awarded in the form of stock options, restricted stock awards or restricted stock units. No awards were granted under the 2019 Equity Plan to the NEOs during the year ended December 31, 2019. As described in more detail below, discretionary grants of restricted stock awards were made to NEOs under the 2019 Equity Plan in January 2020 as a result of their performance in 2019 to improve operating efficiencies within the Corporation.

Retirement and other Executive Benefits and Perquisites

All our executives are eligible to participate in our employee benefit plans, including medical, dental, vision, life insurance, 401(k) and Employee Stock Purchase (“ESPP”) plans. These plans are available to all salaried employees and do not discriminate in favor of executive officers. It is generally our policy not to extend significant perquisites to our executives that are not available to our employees. We have no current plans to make changes to levels of benefits and perquisites generally provided to executives.

Riverview Bank maintains Deferred Executive Compensation Plan and Supplemental Executive Retirement Plan (“SERP”) agreements that provide specified benefits to certain key executives, which include Messrs. Fulk and Fox. The agreements were specifically designed to encourage key executives to remain as employees of the Bank. The SERP agreements are unfunded, with benefits paid from the Bank’s general assets. After normal retirement, benefits of $4,167 and $1,667 are payable to Mr. Fulk or his beneficiaries in equal monthly installments for a period of 15 and 20 years, respectively. As a result of Mr. Fox’s resignations, annual SERP payments of $47,470 commenced August 2019, payable over 15 years in accordance with terms of his agreements. The interest rate on the unpaid balance of Mr. Fox’s SERP is fixed at 4.00%. There are provisions for death benefits should a participant die before his retirement date and the agreements are subject to change in control and other provisions.

Mr. Fulk is entitled to the use of a Corporation owned vehicle while employed, and Mr. Seasock receives a monthly allowance for automobile use. These perquisites are viewed as a normal and reasonable benefit in a highly competitive financial service industry.

Tax Deductibility of Executive Compensation

Under 162(m) of the Internal Revenue Code, as amended by the Tax Cut and Jobs Act (“Tax Act”) on December 22, 2017, publicly-held corporations are subject to limits on the deductibility of executive compensation. Deductible compensation is limited to $1 million per year for each covered employee, defined as the publicly-held corporation’s principal executive officer, principal financial officer and three additional highest compensated officers during any taxable year of the corporation beginning after December 31, 2016. The Tax Act provides “grandfathered” treatment for certain compensation in excess of the $1 million deductibility limitation, including compensation that is “qualified performance-based compensation” within the meaning of Section 162(m) prior to the Tax Act, if payable pursuant to a written binding contract in effect as of November 2, 2017 that is not modified in any material respect thereafter.

Our stock option grants awarded prior to November 2, 2017 are expected to continue to qualify as qualified performance-based compensation that is exempt from the deductibility limitation under Section 162(m). A number of requirements must be met for particular compensation to qualify for tax deductibility, so there can be no assurance that the incentive compensation awarded will be fully deductible in all circumstances.

The Compensation Committee has historically attempted to structure its compensation arrangements to achieve deductibility under Section 162(m) of the Internal Revenue Code, unless the benefit of such deductibility is considered by the Compensation Committee to be outweighed by the need for flexibility or the attainment of other objectives. As was the case prior to the enactment of the Tax Act, the Compensation Committee will continue to monitor issues concerning the deductibility of executive compensation. Since compensation objectives may not always be consistent with the requirements for tax deductibility, the Compensation Committee is prepared, when it deems appropriate, to enter into compensation arrangements under which payments will not be deductible under Section 162(m) of the Internal Revenue Code. Thus, deductibility will be one of many factors considered by the Compensation Committee in ascertaining appropriate levels or modes of compensation.

Compensation Committee Interlocks and Insider Participation

There are no compensation committee interlocks or insider participation that would require disclosure under applicable proxy rules.

COMPENSATION INFORMATIONCOMMITTEE REPORT

The Compensation Committee of the Board of Directors of Riverview Financial Corporation has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with the Corporation’s management, and, based on such review and discussion, have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

By the members of the Compensation Committee:

Kevin D. McMillen, Chairman

David W. Hoover

Joseph D. Kerwin

COMPENSATION TABLES

The following table summarizes the total compensation for Kirk D. Fox, Riverview Financial Corporation’s former Chief Executive Officer, Brett D. Fulk, Riverview Financial Corporation’s President and Chief Executive Officer, Scott A. Seasock, Riverview Financial Corporation’s Chief Financial Officer, Ginger G. Kunkel, Chief Operating Officer and Steven A. Ehrlich, Chief Strategy Officer during 2016,2019 for the prior two (2) fiscal year-ends. These individuals are referred to as the “Named Executive Officers.”

2016Mr. Fox resigned from the Corporation effective January 2, 2019 and Mr. Fulk was then appointed President and Chief Executive Officer.

2019 Summary Compensation Table

Messrs. Fox andAgreements with Executive Officers

Mr. Fulk are partiesis party to a three-year term evergreen employment agreements.agreement with the Corporation. On every anniversary date of eachthe agreement, the employment period is extended automatically for one additional year, unless notice of nonrenewal is given.given by either party. The agreements provideagreement provides that the executivesMr. Fulk may participate in those employee benefit plans for which they arehe is eligible. EachIt also provides that if the executiveMr. Fulk’s employment is terminated by the Bank without cause or, if after a change in control, therehe is a reduction interminated without cause, or the Bank reduces his salary or benefits, or a change inchanges his reporting responsibilities, duties or titles, and does not cure the issue after notice, he will receive three times his annual compensation minus applicable taxes and withholdings payable in twenty-four (24) equal monthly installments beginning within thirty (30) days of his separation of service. Annual compensation is defined as defined inMr. Fulk’s annual base salary plus the agreement, and includeshighest bonus received within the previous two years plus the amount which the Bank pays for employee benefits for the executiveMr. Fulk for a one year period,one-year period.

Mr. Fox resigned from his employment with the Corporation on January 2, 2019, thus terminating the employment agreement he and the Corporation had previously entered into. The Corporation and the Bank entered into a Separation Agreement and Release (the “Agreement”) with Mr. Fox, under which the Bank will pay Mr. Fox: (1) a gross amount of $1,767,125, with $441,781.25 to be paid on the first day of the seventh month following the date of resignation and the remaining amount to be paid in 2418 equal monthly installments beginning within 30 days from his separationthereafter; (2) an annual benefit of service. In addition,$150,000, payable in 26 equalbi-weekly installments for a period of five years (the “Annual Benefit”) or, if earlier, until the date on which certain restrictive covenants of Mr. Fox only,as set forth in the Agreement cease, whether by breach of Mr. Fox, mutual agreement of the parties or by election of Mr. Fox if there is a change in control of the Corporation or Bank shall transferon or after thetwo-year anniversary of the date of his resignation; and deliver title(3) with continued participation in the Bank’s medical, dental and vision plans at Mr. Fox’s expense for the period during, which he is receiving the Annual Benefit, provided he remains eligible to participate in such plans. The Agreement which includes a five-yearnon-competition,non-solicitation and confidentiality provisions covering any county of the Commonwealth of Pennsylvania where any Bank office or branch is located or any contiguous county, provides that Mr. Fox will provide certain consulting and post-termination services, and contains a release of claims by Mr. Fox. The payments to Mr. Fox under the Agreement are subject to forfeiture if Mr. Fox breaches certain obligations.

If the termination payments to be paid to Messrs. Fox and Fulk are determined to be subject to excise tax under Section 280G of the Internal Revenue Code, the Corporation will “gross up” the payment made to the Bank automobile whichexecutive so that he uses atwill receive, after application of the time of separation.excise tax, the amount he would have otherwise received if Section 280G were not applicable.

Mr. Seasock is party to atwo-year term evergreen employment agreement wherewith the initial term will beCorporation. On every anniversary date of the agreement, the employment period is extended automatically extended for successiveone additional one-year periods,year, unless notice of nonrenewal is given.given by either party. The agreement provides that the executive may participate in those employee benefit plans for which he is eligible and will receive a monthly vehicle allowance of $750. The agreement contains anon-compete restrictive covenant whererestricting the executive cannot be engaged, directly or indirectly, in any banking industryfrom competing with the Corporation within any county in which a branch or office of the Corporation is located for one year after the last day of employment with the Corporation. The agreement provides that if the executive terminates his employment for “good reason” or is terminated without cause, or if afterwithin 12 months of a change in control the executive terminates his employment for good reason or is terminated without cause, the Corporation will pay him two times his base salary plus one times the annual amount that the Bank pays for employee health care benefits for the executive, less applicable taxes and withholding, such amount to be payable in 12 equal monthly installments beginning within 30 days following his separation from service.

Mrs. Kunkel is party to aone-year change in control agreement, where the paymentsinitial term will be automatically extended for successive additionalone-year periods, unless the Corporation provides written notice to be paid as described above for Messrs. Fox and Fulk are determined to be parachute payments, subjecting the executive not later than 30 days before such anniversary date of its intent not to excise taxes,renew this agreement. The agreement provides that if a change of control occurs and the executive validly and timely delivers notice of termination to the Corporation, the executive will be entitled to receive an additional casha lump sum payment in an amount such that the after-tax proceeds of such payment will be equal to the amountsum of (i) the highest annualized base salary paid to the executive during the year of termination or the immediately preceding two calendar years, and (ii) the highest bonus paid to the executive by the Corporation with respect to one of the excise tax.

On January 24, 2012,two calendar years immediately preceding the Employment Agreementyear of Mr. Fox was amended and restated to comply with Section 409Atermination of employment by the Internal Revenue Codedelivery of 1986, as amended.

On November 16, 2011, Mr. Fox signed a Noncompetition Agreement. The purpose for the noncompetition agreement was to define the restrictions placed on the executives during and after his employment with the Corporation and the Bank in termsnotice of being engaged in certain activities which may be considered to be competitive with the goodwill and proprietary rights of Riverview and Riverview Bank. In consideration of Mr. Fox entering into this agreement, Riverview Bank:termination.

Riverview maintains an “Executive Deferred Compensation” program in which two of Riverview’s executives participate,entered into individual deferred compensation agreements with Messrs. Fulk and Fox, allowing the executives to defer payment of their base salary, bonus and performance basedperformance-based compensation until a future date. Under this agreement, the estimated present value of the future benefits is accrued over the effective dates of the agreement at an interest rate that is declared annually by the Board of Directors. Accordingly, the Board of Directors declaredgenerally declares the interest rate to be 5.98% for 2016 forthese agreements during the agreements with Kirk D. Fox and Brett D. Fulk. The rate isdeferral period, based on the five-year average of the20-year CMT, plus 3%, with a minimum rate of 4%. The Board did not declare a rate for 2019 since no deferrals were elected by participants for 2019. The agreements are unfunded, with benefits to be paid from Riverview’s general assets.

ElementsMr. Fulk elected to receive deferred compensation payments at age 50. As a result of Executive Compensation

reaching age 50 during 2018, deferred compensation payments of $5,831.68 per month, payable over 60 months, commenced October 2018. The Corporation’s compensation and benefits package for named executive officers consists of direct compensation and corporate sponsored benefit plans, including base salary, bonuses, health and welfare benefits, profit sharing/401(k) plan, employee stock purchase plan (“ESPP”) and stock option plan participation. Each component is designed to contribute to a total package that is competitive, performance-based, valued byinterest rate on the executivesbalance of the Corporation and to align their interestsunpaid deferred compensation is fixed at 4.89%.

As a result of Mr. Fox’s resignation, deferred compensation payments of $13,829.54 per month commenced August 2019 in accordance with thosehis deferred compensation agreements. The interest rate on the balance of the shareholders.unpaid deferred compensation is fixed at 4.83%.

Base salary

A competitive base salary is necessary to attract and retain talented executives. The base salary for each named executive officer is determined based upon experience, expected personal performance, salary levels that are in place for comparable positions within the industry, and responsibilities assumed by the named executive officers. While a named executive officer’s initial salary is determined by an assessment of competitive market levels, the major factor in determining base salary increases is individual performance. The Compensation Committee evaluates named executive officer base salary levels on an annual basis. The

Corporation usually grants annual increases to executives as well as increases needed to reflect changes in responsibilities and the market competitive environment.

In establishing base salaries for the named executive officers for 2016, the Compensation Committee considered the Corporation’s financial performance in comparison with historical trends and peer group and market based industry data. In consideration of the general economic conditions prevailing in 2016 and the Corporation’s financial performance in spite of such conditions, and to maintain a competitive salary base for the named executive officers, the Committee determined that an increase in base salary for 2016 was appropriate.

Bonuses

The annual bonus paid to the named executive officers was tied to the Corporation’s performance. During 2016, bonuses were paid to those employees of the Corporation who achieved or exceeded their individual performance objectives. Bonuses are paid at the discretion of the Board of Directors if the Board is of the opinion that such an award is merited. The bonuses are designed to align the employees’ interests with those of shareholders by linking the Corporation’s performance to such a cash award.

Director Fees

Messrs. Fox and Fulk are members of the Board of Directors and each received the equivalent of $15,000 per year as a retainer fee for serving on the Board.

Profit Sharing/401(k) Plan

Executive officers participate in the Profit Sharing/401(k) Plan, which is offered to all full-time employees who have completed at least six months of service and are at least 18 years of age. This plan is a means for employees to contribute and save for their retirement, and it has a combined tax qualified savings feature and profit sharing feature for employees. The Corporation makes a contributory match to the plan for each participating employee at a discretionary percentage of their respective compensation. The Corporation may also make a discretionary contribution annually to the plan based upon the Corporation’s financial performance. This discretionary contribution is designed to award employees for contributing to the Corporation’s financial success. Contributions are expressed as a percentage of base salary and executive officers receive the same percentage of base salary as all other employees. During 2016, the Corporation did not make a discretionary contribution to eligible 401(k) participants.

Employee Stock Purchase Plan (“ESPP”)

Effective March 5, 2014, the Board adopted and approved the Riverview Financial Corporation Employee Stock Purchase Plan (“ESPP”). Executive officers have the option to enroll and participate in the ESPP, which is a qualified stock plan offered to all eligible employees of the Bank, and allows employees to use after-tax payroll deductions of between 1% and 20% of base pay to acquire the Corporation’s stock at a 15% discount.

Stock Option Plan

In January 2009, the Corporation adopted the 2009 Stock Option Plan (the “2009 Plan”). Under the 2009 Plan, the Corporation is authorized to issue options exercisable for up to 170,000 shares of common stock, in the aggregate. Effective January 4, 2012, the Corporation increased the number of shares of the Corporation’s common stock that may be issued under the Plan to 220,000 shares. On April 16, 2014, the Plan was again amended to increase the total number of shares of common stock available for issuance under the Plan to 350,000 shares. The purpose of the Plan was to advance the development, growth and financial condition of the Corporation by providing incentives through participation in the appreciation of the common stock of the Corporation to secure, retain and motivate the Corporation’s directors, officers and key employees and to align such person’s interests with those of Corporation’s shareholders. The 2009 Plan provides a seven year cliff vesting for all options, which means that the options are 100% vested in the seventh year following the grant date. The expiration date for all options is ten years following the grant date.

Supplemental Executive Retirement Plan

The Bank maintains Supplemental Executive Retirement Plan (“SERP”) agreements that provide specified benefits to certain key executives, which includewith Messrs. FoxFulk and Fulk. The agreements were specifically designed to encourage key executives to remain as employees of the Bank. The agreements are unfunded, with benefits paid from the Bank’s general assets.Fox. After normal retirement, benefits of $4,167 and $1,667 are payable to the executivesMr. Fulk or theirhis beneficiaries in equal monthly installments for a period of 15 years for Mr. Fox and 20 years, forrespectively. As a result of Mr. Fulk.Fox’s resignations, annual SERP payments of $47,470 commenced August 2019, payable over 15 years in accordance with terms of his agreements. The interest rate on the unpaid balance of Mr. Fox’s SERP is fixed at 4.00%. There are provisions for death benefits should a participant die before his retirement date and the agreements are subject to change in control and other provisions.

Perquisites

Riverview provides an allowance for automobile use to Messrs. Fox, Fulk and Seasock. In addition, Messrs. Fox and Fulk are entitled to a membershipOutstanding Equity Awards at a country club during their employment. These provisions are viewed as a normal and reasonable benefit in a highly competitive financial service industry.

Grants of Plan-Based AwardsYear-End

The following table presents equity incentive plan awards, granted under the 2009 Stock Option Plan, that were outstanding at December 31, 20162019 for each named executive officer and information relating to those option awards that were unexercised and option awards that had not yet vested as of that date:date.

Prior to 2020, the Corporation did not award equity grants to named executives in the past several years. In particular, the 2009 Stock Option Plan expired January 21, 2019. In January 2020 discretionary grants of restricted stock awards were made to NEOs under the 2019 Equity Plan as a result of their performance in 2019 to improve operating efficiencies within the Corporation.

The vesting for the restricted stock awards issued under the 2019 Equity Plan is three (3) annual installments for awards granted to employees with the first installment vesting on the first anniversary of the effective date of the grant.

Incentive payouts for the CEO are subject to a stock ownership requirement of 1.0x the CEO’s then current annual salary, which includes all shares owned, unvested shares of restricted stock and vested and unexercised stock options. This requirement becomes effective in 2024.

Directors’ Compensation

The following table summarizes the total compensation paid to the directors (other than directors who are Named Executive Officers and whose compensation in all capacities is stated in the Summary Compensation Table) during the year ended December 31, 2016:2019. Employee directors are not separately compensated for their service on the Board and Board committees.

Generally,For the annual retainer fee for independent directors is $21,000, while each employee director receives an annualfirst and second quarters of 2019, the Chairman of the Board received a quarterly retainer of $15,000. However,$8,500 while the Chairman and Vice Chairman of the Board receive an annualreceived a quarterly retainer fee of $24,000$7,500. The quarterly retainer fee fornon-employee directors was $6,000 in the first and an additional $500 for every Executive Committee meeting they attend. The Chairmensecond quarters of 2019. For the Audit Committeethird and the Asset Liability Committee receive an annual retainerfourth quarters of $23,000, and2019, the Chairman of the Loan Committee receives an annualBoard received a quarterly retainer of $22,000.$6,800 while the Vice Chairman of the Board received a quarterly retainer fee of $6,000. The quarterly retainer fee fornon-employee directors was $6,000 in the first and second quarters of 2019 and was $4,800 in the third and fourth quarters of 2019. A fee of $750 is paid to eachnon-employee director for each Board meeting attended.Non-employee directors are paid $500 for each Board designated committee meeting that they attend in which they are an appointed committee member. Eachnon-employee director appointed to the Directors Loan committee receives $500 per month. All Board compensation is paid quarterly.

The following table presents equity incentive plan awards, granted under the 2009 Stock Option Plan, that were outstanding at December 31, 2019 for each independent director and information relating to those option awards that were fully vested but unexercised and option awards that had not yet vested and were unexercisable as of that date.

On January 23, 2020, discretionary grants of restricted stock awards were made to thenon-employee directors under the 2019 Equity Incentive Plan. No stock options were granted in 2019.

The vesting for restricted stock awards granted to directors shall vest on the earlier of: (i) theone-year anniversary of the effective date of the award grant; or (ii) upon the director’s retirement in good standing with the Company at the next annual meeting of shareholders of the Company if such annual meeting is at least 50 weeks after the immediately preceding year’s annual meeting of shareholders.

The Corporation maintains a Director Deferred Fee Agreement (“DDFA”) which allows electing directors to defer payment of their director fees until a future date. Under this agreement, the estimated present value of the future benefits is accrued over the effective dates of the agreement at an interest rate that is declared annually by the Board of Directors. Accordingly, the Board of Directors declared the interest rate to be 5.98%5.70% for 20162019 for the Agreements with Directors Fox and Yaag.two former directors. The rate is based on the five-year average of the20-year CMT, plus 3%, with a minimum rate of 4%. No directors actively deferred their director fees into the plan during 2019.

The Corporation and its subsidiary, Riverview Bank, entered into a Director Emeritus Agreement (the “Agreement”) with its “founding” directors, effective November 2, 2011. In order to promote the orderly succession of the Board of Directors, the Agreement defines the benefits the Bank is willing to provide upon the termination of service as a director to those individuals who were directors of the Corporation as of December 31, 2011, providedas long as the director provides the services contemplated in the Agreement. The material terms of the Agreement are as follows:

By the members of the Audit Committee of the Board of Directors:

Timothy E. Resh

Marlene K. Sample

CHANGE INPROPOSAL 2:

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTACCOUNTING FIRM

Smith Elliott Kearns & Company, LLC (“SEK”) was the Corporation’s independent registered public accounting firm for 2015On December 20, 2018, Riverview Financial Corporation, after review and the first eight months in 2016. On June 9, 2016, the Corporation received notice from SEK that SEK would not be able to meet the requirements set forth in the Public Company Accounting Oversight Board for audit firm partner rotation for periods ending after fiscal year 2016. In addition, SEK recommended that the Corporation’s Audit Committee should begin a formal process to engage another independent registered public accounting firm and stated they would fully cooperate with the audit transition. As a result, Riverview did, in fact, engage in a formal process to seek another independent registered public accounting firm. As a resultrecommendation of that process, on August 25, 2016, the Audit Committee of the Corporation’s Board of Directors, through a formal proposal process, determined to dismiss SEK and engaged Dixon Hughes Goodmanappointed Crowe LLP to serve(“Crowe”) as itsthe Corporation’s new independent registered public accounting firm for and with respect to the fiscal year ending December 31, 2016.2019. The Corporation dismissed Dixon Hughes Goodman LLC (“DHG”) from that role following the issuance of the Corporation’s audited financial statements and filing of its Annual Report on Form10-K for the year ended December 31, 2018.

The reportsreport issued by DHG and SEK in connection with the audit of the Corporation for the yearsyear ended December 31, 2016 and 20152018 did not contain an adverse opinion or disclaimer of opinion, nor was suchthis report qualified or modified as to uncertainty, audit scope, or accounting principles.

Furthermore, for the yearsyear ended December 31, 2016 and 2015, and the interim periods ended March 31, 2016, June 30, 2016 and September 30, 2016,2018, there were no “disagreements” (as such term is defined within the meaning of Item 304(a)(1)(iv) of Regulation S-K)disagreements with either DHG or SEK on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.procedure, which disagreements, if not resolved to the satisfaction of DHG, would have caused DHG to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Corporation for such year. During the yearsyear ended December 31, 2016 and 2015,2018, there were no “reportable events” as such term is defined within the meaning of Item 304(a)(1)(v) of Regulation S-K.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On August 25, 2016, the Audit Committee of the Board of Directors engaged Dixon Hughes Goodman LLP (“DHG”) to serve as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Prior to engaging DHG,Crowe, the Corporation did not consult DHGwith Crowe 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 DHGCrowe on the Corporation’s financial statements, and DHGCrowe did not provide any written or oral advice that was an important factor considered by the Corporation in reaching a decision as to any such accounting, auditing or financial reporting issue. DHG does not have a material relationship with

The Audit Committee has approved the Corporation orengagement of Crowe for the Bank and is consideredyear ending December 31, 2020, subject to be well qualified.the ratification of the Corporation’s shareholders.

Aggregate fees billed by the respective accounting firmsCrowe and DHG for services respectively rendered in the aggregate for the years ended December 31, 20162019 and 20152018 were as follows:

The Audit Committeepre-approves all auditauditing and permittednon-auditing services, including the fees and terms thereof, to be performed by its independent auditor, subject to thede minimus exceptions fornon-auditing services permitted by the Exchange Act. However, these types of services are approved prior to completion of the services. The Audit Committeepre-approved all audit and permissiblenon-audit services provided by the independent auditors in 2016.2019. These services may include audit services, audit related services, tax services and other services. The Audit Committee pre- approvalpre-approval process is generally provided for up to one year and anypre-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 alsopre-approve particular services on acase-by-case basis. For each proposed service, the independent auditor is required to provide detailed backup documentation at the time of approval.

Although shareholder approval offor the selection of DHGCrowe is not required by law, the Board of Directors believes that it is advisable to give shareholders an opportunity to ratify this selection as is a common practice among other publicly traded companies and consistent with sound corporate governance practices. If Riverview’s shareholders do not approve this proposal at the 20172020 Annual Meeting, the Audit Committee will consider the results of the shareholder vote on this proposal when selecting an independent auditor for 2018,2021, but no determination has been made as to what action, if any, the Audit Committee would take if shareholders do not ratify the appointment of DHG.Crowe. Representatives from Crowe are expected to be present at the Annual Meeting. While Crowe representatives will not have an opportunity to make a statement, they will be available to respond to appropriate questions.

The Board of Directors recommends that shareholders vote FORratification of the appointment of Dixon Hughes GoodmanCrowe LLP as the Corporation’sCorporation’s independent auditorregistered public accounting firm for the fiscal year ending December 31, 2017.2020.

ADDITIONAL INFORMATION

The Corporation’s 2016 Annual Report on Form 10-K for the year ended December 31, 2016 is being mailed with this proxy statement. Any shareholder may obtain a copy of Riverview Financial Corporation’s Annual Report for the year ended December 31, 2016,2019, without charge, by submitting a written request to Scott A. Seasock, Chief Financial Officer of Riverview Financial Corporation, 3901 North Front Street, Harrisburg Pennsylvania 17110. The Form 10K10-K is also available on the Corporation’s website athttps://www.riverviewbankpa.comwww.riverviewbankpa.com/ then clicking on theInvestor Relations link under Investor Relations.the “Annual Reports” heading.

OTHER MATTERS

As of the date of this proxy statement, the Board of Directors knows of no matters other than those discussed in this proxy statement that will be presented at the Annual Meeting. However, if any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors.Directors and as permitted by applicable SEC rules.

APPENDIX A

b.RIVERVIEW FINANCIAL CORPORATION 3901 North Front Street Harrisburg, PA 17110 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 06/10/2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/RIVE2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 06/10/2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors may issue, in one or more classes or series, sharesrecommends you vote FOR the following: 1. Election of Preferred Stock, with full, limited, multiple, fractional or no voting rights,four (4) Class 1 Directors to Serve for a Three-Year Term and with such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights or other special or relative rights as shall be fixed from timeuntil their successors are elected and qualified. For Withhold For All All All Except To withhold authority to time byvote for any individual nominee(s), mark “For All Except” and write the Boardnumber(s) of Directors. Except as otherwise provided in any resolution or resolutions of the nominee(s) on the line below. Nominees 01 Brett D. Fulk 02 Maureen M. Gathagan 03 Howard R. Greenawalt 04 John G. Soult, Jr. The Board of Directors providingrecommends you vote FOR the following proposal: 2. Ratification of Crowe, LLP, as the independent registered public accounting firm for the issuancefiscal year ending December 31, 2020. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Nominees For Against Abstain For address change/comments, mark here. (see reverse for instructions) Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000459347_1 R1.0.1.18

Important Notice Regarding the Availability of any particular class or series of Preferred Stock, (i) the number of shares of stock of any such class or series so set forth in such resolution or resolutions may be increased or decreased (but not below the number of shares of such class or series then outstanding) by a resolution or resolutions adopted by the Board of Directors; and (ii) Preferred Stock redeemed or otherwise acquired by the Corporation shall assume the status of authorized but unissued Preferred Stock, shall be unclassified as to class or series and may thereafter, subject to the provisions of this Article 5 and to any restrictions contained in any resolution or resolutions of the Board of Directors providingProxy Materials for the issueAnnual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com RIVERVIEW FINANCIAL CORPORATION Annual Meeting of any such class or series of Preferred Stock, be reissued in the same manner as other authorized but unissued Preferred Stock.

1. Definitions.

(n)

“Permissible Transfer” means a transfer by the holder of Non-Voting Common Stock (i) to the Corporation; (ii) in a widely distributed public offering of Common Stock or Non-Voting Common Stock; (iii) that is part of an offering that is not a widely distributed public offering of Common Stock or Non-Voting Common Stock but is one in which no one transferee (or group of associated transferees) acquires the rights to receive two percent (2%) or more of any class of the Voting Securities of the Corporation then outstanding (including pursuant to a related series of transfers); (iv) that is part of a transfer of Common Stock or Non-Voting Common Stock to an underwriter for the purpose of conducting a widely distributed public offering; (v) to a transferee that controls more than fifty percent (50%) of the Voting Securities of the Corporation without giving effect to such transfer; or (vi) that is part of a transaction approved by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

2. Designation; Number of Shares. The class of shares of capital stock hereby authorized shall be designated as “Non-Voting Common Stock” (the “Non-Voting Common Stock”). The number of authorized shares of the Non-Voting Common Stock shall be 1,348,809 shares. The Non-Voting Common Stock shall have no par value. Each share of Non-Voting Common Stock has the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption as described herein. Each share of Non-Voting Common StockShareholders June 11, 2020 10:00 AM This proxy is identical in all respects to every other share of Non-Voting Common Stock.

3. Dividends. The Non-Voting Common Stock will rankpari passu with the Common Stock with respect to the payment of dividends or distributions, whether payable in cash, securities, options or other property, and with respect to issuance, grant or sale of any rights to purchase stock, warrants, securities or other property (collectively, the “Dividends”). Accordingly, the holders of record of Non-Voting Common Stock will be entitled to receive as, when, and if declaredsolicited by the Board of Directors Dividends in the same per share amount as paid on the Common Stock, and no Dividends will be payable on the Common Stock or any other class or series of capital stock ranking with respect to Dividendspari passu with the Common Stock unless a Dividend identical to that paid on the Common Stock is payable at the same time on the Non-Voting Common Stock in an amount per share of Non-Voting Common Stock equal to the product of (i) the per share Dividend declared and paid in respect of each share of Common Stock and (ii) the number of shares of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard to any limitations on conversion of the Non-Voting Common Stock);provided however, that if a stock Dividend is declared on Common Stock payable solely in Common Stock, the holders of Non-Voting Common Stock will be entitled to a stock Dividend payable solely in shares of Non-Voting Common Stock. Dividends that are payable on Non-Voting Common Stock will be payable to the holders of record of Non-Voting Common Stock as they appear on the stock register of the Corporation on the applicable record date, as determined by the Board of Directors, which record date will be the same as the record date for the equivalent Dividend of the Common Stock. In the event that the Board of Directors does not declare or pay any Dividends with respect to shares of Common Stock, then the holders of Non-Voting Common Stock will have no right to receive any Dividends.

4. Liquidation.

5. Conversion.

(iii)

To effect any permitted conversion under Section 5(a)(i) or Section 5(a)(ii), the holder shall surrender the certificate or certificates evidencing such shares of Non-Voting Common Stock, duly endorsed, at the registered office of the Corporation, and provide written instructions to the Corporation as to the number of whole shares for which such conversion shall be effected, together with any appropriate documentation that may be reasonably required by the Corporation. Upon the surrender of such certificate(s), the Corporation will issue and deliver to such holder (in the case of a conversion under Section 5(a)(i)) or such holder’s transferee (in the case of a conversion under Section 5(a)(ii)) a certificate or certificates for the number of shares of Common Stock into which the Non-Voting Common Stock has been converted and, in the event that such conversion is with respect to some, but not all, of the holder’s shares of Non-Voting Common Stock, the Corporation shall deliver to such holder a certificate or certificate(s) representing the number of shares of Non-Voting Common Stock that were not converted to Common Stock.

6. Adjustments.

such other class or classes of stock equal to the product of (i) the number of shares of such other class or classes of stock that a holder of a share of Common Stock would be entitled to receive in such transaction and (ii) the number of shares of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard to any limitations on conversion of the Non-Voting Common Stock) immediately before that transaction and (2) the Dividend and Liquidation Distribution rights then in effect will, concurrently with the effectiveness of such transaction, be adjusted so that each share of Non-Voting Common Stock will be entitled to a Dividend and Liquidation Distribution right, in lieu of with respect to the number of shares of Common Stock which the holders of the Non-Voting Common Stock would otherwise have been entitled to receive, with respect to a number of shares of such other class or classes of stock equal to the product of (i) the number of shares of such other class or classes of stock that a holder of a share of Common Stock would be entitled to receive in such transaction and (ii) the number of shares of Common Stock into which such share of Non-Voting Common Stock is then convertible (without regard to any limitations on conversion of the Non-Voting Common Stock) immediately before that transaction.

7. Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there will be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares otherwise provided for in Section 6) or a merger or consolidation of the Corporation with and into another corporation, or the sale of all or substantially all the Corporation’s properties and assets to any other Person, then, as a part of such reorganization, merger, consolidation or sale, provision will be made so that the holders of the Non-Voting Common Stock will thereafter be entitled to receive upon conversion of the Non-Voting Common Stock, the number of shares of stock or other securities or property of the Corporation, or of the successor company resulting from such merger or consolidation or sale, to which a holder of that number of shares of Common Stock deliverable upon conversion of the Non-Voting Common Stock would have been entitled to receive on such capital reorganization, merger, consolidation or sale (without regard to any limitations on conversion of the Non-Voting Common Stock).

8. Redemption. Except to the extent a liquidation under Section 4 may be deemed to be a redemption, the Non-Voting Common Stock will not be redeemable at the option of the Corporation or any holder of Non-Voting Common Stock at any time. Notwithstanding the foregoing, the Corporation will not be prohibited from repurchasing or otherwise acquiring shares of Non-Voting Common Stock in voluntary transactions with the holders thereof, subject to compliance with any applicable legal or regulatory requirements, including applicable regulatory capital requirements. Any shares of Non-Voting Common Stock repurchased or otherwise acquired may be reissued as additional shares of Non-Voting Common Stock.

9. Voting Rights. The holders of Non-Voting Common Stock will not have any voting rights, except as may otherwise from time to time be required by law.

10. Protective Provisions. So long as any shares of Non-Voting Common Stock are issued and outstanding, the Corporation will not (including by means of merger, consolidation or otherwise), without obtaining the approval (by vote or written consent) of the holders of a majority of the issued and outstanding shares of

Non-Voting Common Stock, (i) alter or change the rights, preferences, privileges or restrictions provided for the benefit of the holders of the Non-Voting Common Stock, (ii) decrease the authorized number of shares of Non-Voting Common Stock or (iii) enter into any agreement, merger or business consolidation, or engage in any other transaction, or take any action that would have the effect of changing any preference or any relative or other right provided for the benefit of the holders of the Non-Voting Common Stock. In the event that the Corporation offers to repurchase shares of Common Stock from its shareholders in general, the Corporation shall offer to repurchase shares of Non-Voting Common Stock pro rata based upon the number of shares of Common Stock such holders would be entitled to receive if such shares were converted into shares of Common Stock immediately prior to such repurchase.

11. Notices. All notices required or permitted to be given by the Corporation with respect to the Non-Voting Common Stock shall be in writing, and if delivered by first class United States mail, postage prepaid, to the holders of the Non-Voting Common Stock at their last addresses as they shall appear upon the books of the Corporation, shall be conclusively presumed to have been duly given, whether or not the holder actually receives such notice; provided, however, that failure to duly give such notice by mail, or any defect in such notice, to the holders of any stock designated for repurchase, shall not affect the validity of the proceedings for the repurchase of any other shares of Non-Voting Common Stock, or of any other matter required to be presented for the approval of the holders of the Non-Voting Common Stock.

12. Record Holders. To the fullest extent permitted by law, the Corporation will be entitled to recognize the record holder of any share of Non-Voting Common Stock as the true and lawful owner thereof for all purposes and will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other Person, whether or not it will have express or other notice thereof.

13. Term. The Non-Voting Common Stock shall have perpetual term unless converted in accordance with Section 5.

14. No Preemptive Rights. The holders of Non-Voting Common Stock are not entitled to any preemptive or preferential right to purchase or subscribe for any capital stock, obligations, warrants or other securities or rights of the Corporation, except for any such rights that may be granted by way of separate contract or agreement to one or more holders of Non-Voting Common Stock.

15. Replacement Certificates. In the event that any Certificate will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Corporation, the posting by such Person of a bond in such amount as the Corporation may determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Corporation or the Exchange Agent, as applicable, will deliver in exchange for such lost, stolen or destroyed Certificate a replacement Certificate.

16. Other Rights. The shares of Non-Voting Common Stock have no preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or rights, other than as set forth herein or as provided by applicable law.

RIVERVIEW FINANCIAL CORPORATION

REVOCABLE PROXY

FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2017

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby constitutes and appoints Howard R. Greenawalt and Joseph D. Kerwin and Marlene K. Sample and either of them, proxies of the undersigned, with full power of substitution to vote all of the shares of Riverview Financial CorporationRIVERVIEW FINANCIAL CORPORATION that the undersigned shareholder may be entitled to vote at the annual meetingAnnual Meeting of shareholdersShareholders to be held on Wednesday,Thursday June 21, 2017,11, 2020, at 10:00 a.m.,AM, local time, via a live webcast at the Hershey Country Club, 1000 East Derry Road, Hershey, Pennsylvania, 17033,www.virtualshareholdermeeting.com/RIVE2020, and at any adjournment or postponement of the meeting as follows:

1.    Election of three (3) Class 1 Directors to Serve for a Three-Year Term and until their successors are elected and qualified (except as marked to the contrary below):

Instruction: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name on the space provided below:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE, ALONG WITH A VOTE “FOR” PROPOSALS 2, 3 and 4.

thereof. This proxy, when properly signed and dated, will be voted in the manner specified by the undersigned. If no specification is made, this proxy will be voted FOR the nominees and proposals listed above.

Dated:             , 2017

Numberon the reverse side of Shares Held of Recordthis form. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on April 14, 2017:                 the reverse side.) Continued and to be signed on reverse side 0000459347_2 R1.0.1.18