Norwood Financial (NWFL) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 22, 2025, to elect three directors and ratify the appointment of S.R. Snodgrass, P.C. as independent auditors for 2025.

• Shareholders of record as of March 4, 2025, are eligible to vote via proxy card, telephone, internet, or during the virtual meeting.

• Proxy materials, including the Annual Report and Form 10-K for 2024, are available online.

Voting matters and shareholder proposals

• Shareholders will vote on the election of three directors: Dr. Andrew A. Forte, Ralph A. Matergia, and Alexandra K. Nolan, each for a three-year term.

• Ratification of S.R. Snodgrass, P.C. as independent auditors for the fiscal year ending December 31, 2025, is on the agenda.

• No other business is expected, but proxies may vote on additional matters if they arise.

• Shareholder proposals for the 2026 meeting must be submitted by November 18, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of ten members divided into three classes, with staggered three-year terms.

• Eight directors are considered independent under Nasdaq standards.

• The roles of Chairman and CEO are separated; the board retains flexibility to combine them if needed.

• The board has Audit, Compensation, and Nominating Committees, all composed of independent directors.

• The board encourages diversity in market knowledge, background, and experience.