Franklin Financial Services (FRAF) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 29, 2025, to be held virtually; shareholders of record as of March 10, 2025, are eligible to vote.

• Key proposals include election of directors, advisory vote on executive compensation, approval of a new Employee Stock Purchase Plan, and ratification of the external auditor.

• Board recommends voting FOR all proposals; proxy materials and annual report are available online.

Voting matters and shareholder proposals

• Election of three directors to Class B for three-year terms; nominees are Martin R. Brown, Gregory A. Duffey, and Gregory I. Snook.

• Advisory (non-binding) vote on 2024 executive compensation (Say-on-Pay).

• Approval and adoption of the 2025 Employee Stock Purchase Plan, replacing the 2004 plan.

• Ratification of Crowe LLP as independent registered public accounting firm for 2025.

• Shareholder proposals for the 2026 meeting must be submitted between October 26 and November 25, 2025.

Board of directors and corporate governance

• Board will reduce from 12 to 10 members after retirements; all directors except two executives are independent.

• Board committees include Audit, Compensation and Personnel, Nominating and Corporate Governance, Asset-Liability, Strategic, Enterprise Risk, Executive, and Trust.

• Annual board and director self-assessments are conducted; independent directors meet quarterly in executive session.

• Corporate Governance Guidelines, Code of Ethics, and Conflicts of Interest Policy are in place and publicly available.