Community Financial System (CBU) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, with total revenues up 9.6% to $818.0 million and net income up 15.3% to $210.5 million compared to 2024.

• Opened 15 new branches, acquired seven Santander Bank branches, and announced the acquisition of ClearPoint Federal Bank & Trust to expand wealth management services.

• Increased diluted GAAP earnings per share by 15.4% and operating pre-tax, pre-provision net revenue per share by 15.3%.

• Marked the 33rd consecutive year of dividend increases, with a 2.2% rise in 2025.

• Recognized by Forbes as one of America's Best Banks and received multiple industry awards.

Voting matters and shareholder proposals

• Shareholders will vote to elect 12 directors for a one-year term, approve an advisory vote on executive compensation, and ratify PricewaterhouseCoopers LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board composition refreshed with five new directors in five years, including recent appointments with expertise in wealth management and insurance.

• 92% of director nominees are independent; all directors are elected annually under a majority voting standard.

• Committees (Audit, Compensation, Governance) are fully independent; robust succession planning and annual self-evaluations are in place.

• Stock ownership guidelines and anti-hedging/pledging policies apply to directors and executives.