Circular Letter 5790

To: All Member Banks of the Third Federal Reserve District

Subject: Nomination and Election of Reserve Bank Directors

The Federal Reserve Bank of Philadelphia will hold an election under the provisions of Section 4 of the Federal Reserve Act for one Class A (banker) director and one Class B (nonbanker) director for terms that will begin on January 1, 2027. Please note that Group 1 Banks, consisting of member banks having a combined capital and surplus of $100 million or greater, will not be participating in this election since there are no director terms up for election by this group.

Nomination Process:

Group 2 Banks, consisting of member banks having a combined capital and surplus of less than $100 million and greater than $10 million, will nominate and elect one Class A director for a three-year term.

• Class A Director, Randall E. Black, president and chief executive officer, Citizens Financial Services, Inc., Mansfield, Pennsylvania, will be completing his term at the end of this year and is not eligible for reelection.

Group 3 Banks, consisting of member banks having a combined capital and surplus of $10 million or less, will nominate and elect one Class B director for a three-year term.

• Class B Director, Bret Perkins, senior vice president, external and government affairs, Comcast Corporation, Philadelphia, Pennsylvania, will be completing his term at the end of this year and is not eligible for reelection.

The group in which a member bank is entitled to vote is determined by its classification using the most recent quarterly data available. A list of member banks in each classification can be found in the Member Bank Classifications section below.

The nomination procedure for a bank participating in this election ¹ is as follows: Each bank in Group 2 may nominate one candidate for Class A director, and each bank in Group 3 may nominate one candidate for Class B director. Eligibility criteria for Class A and Class B directors are summarized in the Directors section below.

On September 1, 2026, the nomination period will open. Each bank eligible to nominate will receive an email that will contain a LOGIN ID and PASSWORD to access the online application for submitting nominations. The nomination must be made by a duly authorized officer of the bank and submitted on or before September 30, 2026. If you receive a message that your bank is ineligible, you may need to designate an authorized voter. To do so, please contact the Office of the Secretary to obtain a form for such purpose.

Election Process:

An additional circular letter will be published to announce that the election is open. On October 1, 2026, the voting period will commence. A list of the candidates for each position (including an indication of who nominated each candidate) will be made available. Each bank eligible to vote will receive an email that will contain a LOGIN ID and PASSWORD for online voting. Online voting will begin Thursday, October 1, 2026, and must be completed by 2:00 p.m. on Thursday, October 15, 2026. The online ballots will be tallied, and results of the election will be announced.

While banks in Group 1 will not vote in this election, access to the election website is available for their information.

Sincerely,
Erin Mierzwa
Corporate Secretary

Additional Information:

Inquiries concerning this circular letter should be directed to the Office of the Secretary:

• Daniel Adamczyk at [email protected] .
• Marla Chazin at [email protected].

Eligibility Criteria for Class A and Class B Directors

Section 4 of the Federal Reserve Act, as amended by the Federal Reserve Reform Act of 1977, contains the following provisions concerning Federal Reserve Bank directors:

Class A shall consist of three members, without discrimination on the basis of race, creed, color, sex, or national origin, who shall be chosen by and be representative of the stockholding banks. No officer or director of a member bank shall be eligible to serve as a class A director unless nominated and elected by banks which are members of the same group as the member bank of which he is an officer or director. Any person who is an officer or director of more than one member bank shall not be eligible for nomination as a class A director except by banks in the same group as the bank having the largest aggregate resources of any of those of which such person is an officer or director.

Class B shall consist of three members, who shall represent the public and shall be elected without discrimination on the basis of race, creed, color, sex, or national origin, and with due but not exclusive consideration to the interests of agriculture, commerce, industry, services, labor, and consumers. No class B director shall be an officer, director, or employee of any bank.

No Senator or Representative in Congress shall be a member of the Board of Governors of the Federal Reserve System or an officer or a director of a Federal Reserve Bank.

In a resolution adopted December 23, 1915, the Federal Reserve Board expressed the opinion "that persons holding political or public office in the service of the United States, or any state, territory, county, district, political subdivision, or municipality thereof, or acting as members of political party committees, cannot consistently with the spirit and underlying principles of the Federal Reserve Act, serve as directors or officers of a Federal Reserve Bank."

1. Section 4 of the Federal Reserve Act, as amended, provides that whenever member banks in the same Federal Reserve District are subsidiaries of the same bank holding company, participation in the nomination and election is confined to the member bank designated for that purpose by the holding company.

Member Bank Classifications

Directors of the Federal Reserve Bank of Philadelphia - 2026