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:

☐ Preliminary Proxy Statement

☐  CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E) (2))

☒  Definitive Proxy Statement

☐  Definitive Additional Materials

☐  Soliciting Material Pursuant to Section 240.14a-12



Payment of Filing Fee (Check the appropriate box):

FRANKLIN FINANCIAL SERVICES CORPORATION



20 South Main Street

P.O. Box 6010

Chambersburg, PA   17201-6010

(717) 264-6116



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 27, 202126, 2022





TO THE SHAREHOLDERS OF FRANKLIN FINANCIAL SERVICES CORPORATION:





Notice is hereby given that, pursuant to the call of its directors, the regular Annual Meeting of Shareholders of FRANKLIN FINANCIAL SERVICES CORPORATION, Chambersburg, Pennsylvania, will be held on Tuesday, April 27, 2021,26, 2022, at 9:00 a.m. in a virtual meeting format only.  You will not be able to attend the meeting physically.  To be admitted to the annual meeting at www.meetingcenter.io/204335801, you must use the password FRAF2021www.meetnow.global/MY2YGT4 and enter the control number found on your proxy card or voting instruction form.  The purpose of the meeting is for considering and voting upon the following matters:



1. ELECTION OF DIRECTORS.  To elect the three nominees identified in the accompanying Proxy Statement as directors to Class CB for three-year terms and until their successors are elected and qualified.



2. SAY-ON-PAY.  To provide a non-binding advisory vote approving the compensation paid to our named executive officers in 2020.2021.



3. RATIFICATION OF THE SELECTION OF AUDITORS.  To ratify the Audit Committee’s selection of Crowe LLP as Franklin Financial’s independent registered public accounting firm for 2021.2022.



4. OTHER BUSINESS.  To consider other business, if any, as may properly be brought before the meeting and any adjournments thereof.



Your Board of Directors recommends that you vote:



FOR the election as directors to Class CB of the three nominees identified in the accompanying Proxy Statement;



FOR approval of the compensation paid to our named executive officers in 20202021 (Say-on-Pay); and



FOR the ratification of the selection of Crowe LLP as Franklin Financial’s independent registered public accounting firm for 2021.2022.



Only those shareholders of record at the close of business on March 8, 20217, 2022 shall be entitled to notice of and to vote at the Annual Meeting.



This Notice of Annual Meeting of Shareholders and the accompanying proxy statement, annual report and proxy card are being mailed to shareholders on or about March 23, 2021.22, 2022.

You may vote by completing and returning the enclosed Proxy Card, or by internet, or by phone following the instructions provided on the Proxy Card.





Enclosures

March 15, 202116, 2022

TABLE OF CONTENTS







GENERAL INFORMATION



On or about March 23, 2021,22, 2022, we mailed to our shareholders the Proxy Statement, the Notice of Annual Meeting of Shareholders, Annual Report and proxy card.



Date, Time and Place of Meeting



The Annual Meeting of the shareholders of Franklin Financial Services Corporation (hereinafter, "Franklin Financial" or the "Company") will be held Tuesday, April 27, 202126, 2022 at 9:00 a.m.  in a virtual meeting format only. You will not be able to attend the meeting physically. If you plan to attend the meeting virtually via the Internet, please follow the registration instructions below:

Q:How can I attend the Annual Meeting?

A:The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date of March 7, 2022,  or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting [www.meetnow.global/MY2YGT4]. You also will be able to vote your shares online by attending the Annual Meeting by webcast.

To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 9:00 a.m., eastern time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement. 

Q:How do I register to attend the Annual Meeting virtually on the Internet?

A:If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Franklin Financial holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 21, 2022.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email: 

Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail: 

Computershare
Franklin Financial Services Corporation Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Q:        What if I have trouble accessing the Annual Meeting virtually?

A:The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416.

To be admitted to the annual meeting at www.meetingcenter.io/204335801,  you must use the password FRAF2021 andwww.meetnow.global/MY2YGT4 enter the control number found on your proxy card or voting instruction form. If you need assistance with your control number, please contact Joyce RileyAmanda Ducey at (717) 261-3551261-3553 or joyce.riley@f-mtrust.com.amanda.ducey@f-mtrust.com.   You may vote during the annual meeting by following the instructions available on the meeting website during the meeting. 



Shareholders Entitled to Vote



Shareholders of record at the close of business on March 8, 20217, 2022 are entitled to notice of and to vote at the meeting.



Purpose of Meeting



Shareholders will be asked to consider and vote upon the following matters at the Annual Meeting:











Solicitation of Proxies



This Proxy Statement is furnished in connection with the solicitation of proxies, in the accompanying form, by the Board of Directors of Franklin Financial for use at the Annual Meeting and any adjournments thereof.



The expense of soliciting proxies will be borne by Franklin Financial. In addition to the use of the mailsmail and the Internet, the directors, officers, and employees of Franklin Financial and of any subsidiary may, without additional compensation, solicit proxies personally or by telephone.    



Farmers and Merchants Trust Company of Chambersburg (hereinafter, "F&M Trust") is a wholly owned subsidiary of Franklin Financial. This Proxy Statement, while prepared in connection with the Annual Meeting of Shareholders of Franklin Financial, contains certain information relating to F&M Trust which will be identified where appropriate.



Revocability and Voting of Proxies



The execution and return of the enclosed proxy will not affect a shareholder's right to attend the virtual meeting and to vote at the meeting. Any proxy given pursuant to this solicitation may be revoked by delivering written notice of revocation to Amanda M. Ducey, Corporate Secretary of Franklin Financial, at any time before the proxy is voted at the meeting. Unless revoked, any proxy given pursuant to this solicitation will be voted at the meeting in accordance with the instructions thereon of the shareholder giving the proxy. In the absence of instructions, all proxies will be voted:



FOR the election of the three nominees identified in this Proxy Statement as directors to Class CB for three-year terms;



FOR approval of the compensation paid to our named executive officers in 20202021 as disclosed in this proxy statement (Say-on-Pay); and



FOR the ratification of the Audit Committee’s selection of Crowe LLP as Franklin Financial’s independent registered public accounting firm for 2021.2022.



The enclosed proxy confers upon the persons named as proxies therein discretionary authority to vote the shares represented thereby on all matters that may come before the meeting in addition to the scheduled items of business, including unscheduled

shareholder proposals and matters incident to the conduct of the meeting. Although the Board of Directors knows of no other business to be presented, in the event any other matters are brought before the meeting, the shares represented by any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors of Franklin Financial.



Shares held for the account of shareholders who participate in the Dividend Reinvestment Plan will be voted in accordance with the instructions of each shareholder as set forth in his proxy. If a shareholder who participates in the Dividend Reinvestment Plan does not return a proxy, the shares held for his account under the Dividend Reinvestment Plan will not be voted.



Voting of Shares and Principal Holders Thereof



At the close of business on March 8, 2021,7, 2022, Franklin Financial had issued and outstanding 4,407,0444,455,995 shares of common stock. There is no other class of stock outstanding.



A majority of the outstanding shares of common stock present in person or by proxy will constitute a quorum for the conduct of business at the Annual Meeting. Each share is entitled to one vote on all matters submitted to a vote of the shareholders. In the case of the election of directors, the three candidates receiving the highest number of votes shall be elected directors of Franklin Financial. Accordingly, in the absence of a contested election, votes withheld from a particular nominee or nominees, abstentions and broker non-votes will not influence the outcome of the election.  A majority of the votes cast by shareholders present in person or by proxy and entitled to vote at a meeting at which a quorum is present is required to approve each of the other proposals. Abstentions and broker non-votes will not be treated as votes cast and, therefore, will have no effect on whether or not a proposal is approved.



To the knowledge of Franklin Financial, no person owned of record or beneficially on December 31, 20202021 more than five percent (5%) of the outstanding shares of common stock of Franklin Financial, except as shown:Financial.





*Based on information reported in a Schedule 13G, filed with the Securities and Exchange Commission on February 2, 2021.



Shares Held in Street Name



If your shares are held in "street name" by your bank or broker or other intermediary, you will receive voting instructions from your intermediary which you must follow in order for your shares to be voted in accordance with your directions. Many intermediaries permit their clients to vote via the internet or by telephone. Whether or not internet or telephone voting is available, you may vote your shares by returning the voting instruction card which you will receive from your intermediary.



Shareholder Proposals



Pursuant to Rule 14a-8 promulgated by the Securities and Exchange Commission (hereafter, the "SEC") and Section 2.4 of the Bylaws of Franklin Financial, shareholder proposals intended to be presented at the 20222023 Annual Meeting of the shareholders of Franklin Financial must be received at the executive offices of Franklin Financial no earlier than October  17, 2021,16, 2022,  and no later than November  16, 2021,15, 2022, in order to be eligible for inclusion in the proxy statement and proxy form to be prepared by Franklin Financial in connection with the 20222023 Annual Meeting. A shareholder proposal which does not satisfy the notice and other requirements of SEC Rule 14a-8 and the Bylaws of Franklin Financial is not required to be included in Franklin Financial’s proxy statement and proxy form and may not be presented at the 20222023 Annual Meeting. All shareholder proposals should be sent to: Franklin Financial Services Corporation, Attention: President, 20 South Main Street, P.O. Box 6010, Chambersburg, Pennsylvania 17201-6010.



Availability of Proxy Materials for the Shareholders Meeting to Be Held on April 27,  202126,  2022



This Proxy Statement, the form of proxy and the 20202021 Annual Report to Shareholders are available at:



www.edocumentview.com/fraf

Recommendations of the Board of Directors



The Board of Directors recommends that the shareholders vote:



FOR the election as directors to Class CB for three-year terms, the three nominees identified in this proxy statement.



FOR approval of the compensation paid to our named executive officers in 20202021 as disclosed in this proxy statement (Say-on-Pay).



FOR the ratification of the Audit Committee’s selection of Crowe LLP as Franklin Financial’s independent registered public accounting firm for 20212022.



CORPORATE GOVERNANCE POLICIES, PRACTICES AND PROCEDURES



Franklin Financial is and always has been committed to the highest ideals in the conduct of its business and to observing sound corporate governance policies, practices and procedures.



In order to comply with the requirements of the Sarbanes-Oxley Act and related SEC rules and regulations, Franklin Financial has taken a number of actions which are intended to strengthen and improve its commitment to sound corporate governance. These actions include the following:









Pursuant to the terms of its Corporate Governance Guidelines, Franklin Financial’s "independent directors" meet at least quarterly in executive session (i.e., without the presence of the Chief Executive Officer or other members of Franklin Financial's management).

ELECTION OF DIRECTORS

General Information



The Bylaws of Franklin Financial provide that the Board of Directors shall consist of not less than five nor more than twenty-five persons and that the directors shall be classified with respect to the time they shall severally hold office by dividing them into three classes, each consisting as nearly as possible of one-third of the number of the whole Board of Directors. The Bylaws further provide that the directors of each class shall be elected for a term of three years so that the term of office of one class of directors shall expire in each year. Finally, the Bylaws provide that the number of directors in each class of directors shall be determined by the Board of Directors.



A majority of the Board of Directors may increase the number of directors between meetings of shareholders. Any vacancy occurring in the Board of Directors, whether due to an increase in the number of directors, resignation, retirement, death, or any other reason, may be filled by appointment by the remaining directors. Any director who is appointed to fill a vacancy shall hold office until a successor director is duly elected by the shareholders at the next Annual Meeting at which directors in this class are elected.



Franklin Financial’s Bylaws provide for the mandatory retirement of directors at the end of the calendar year in which a director reaches age 75.  The Corporate Governance Guidelines provide that no director may be nominated to a new term if they would be age 75 or older at the time of election.

The Board of Directors has determined that the Board shall consist of eleventen directors. There are four (4)three (3) directors whose terms of office will expire at the 20212022 Annual Meeting, and seven continuing directors whose terms of office will expire at the 20222023 or 20232024 Annual Meeting. Director Fry, a member of Class C Directors whose terms expires at the 2021 Annual Meeting, previously announced on December 17, 2020 his retirement from the Board to be effective at the 2021 Annual Meeting.



The Board of Directors has nominated the following persons for election to the Board of Directors at the 20212022 Annual Meeting to the class and for the term specified below:

CLASS CB



For a Term of Three Years



Kevin W. Craig                           Daniel J. FisherMartin R. Brown                           Gregory A. Duffey Donald H. MoweryAllan E. Jennings, Jr.



In the event that any of the foregoing nominees are unable to accept nomination or election, the shares represented by any proxy given pursuant to this solicitation will be voted in favor of such other persons as the Board of Directors of Franklin Financial may recommend. The Board of Directors, however, has no reason to believe that any of its nominees will be unable to accept nomination or to serve as a director if elected.



Nominations for Election of Directors



In accordance with Section 3.5 of the Bylaws of Franklin Financial, any shareholder of record entitled to vote for the election of directors who is a shareholder on the record date and on the date of the meeting at which directors are to be elected may nominate a candidate for election to the Board of Directors, provided that the shareholder has given proper written notice of the nomination, which notice must contain certain prescribed information and must be delivered to the President of Franklin Financial not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting. The Chairman of the meeting must determine whether a nomination has been made in accordance with the requirements of the Bylaws and, if he determines that a nomination is defective, such nomination and any votes cast for the nominee shall be disregarded.



Shareholders may also recommend qualified persons for consideration by the Nominating and Corporate Governance Committee to be included in Franklin Financial's proxy materials as a nominee of the Board of Directors. A shareholder who wishes to make such a recommendation must submit their recommendation in writing addressed to the Chairman of the Board, Franklin Financial Services Corporation, P.O. Box 6010, Chambersburg, Pennsylvania 17201-6010. The recommendation must include the proposed nominee's name and qualifications and must be delivered not less than 120 days prior to the anniversary date of the immediately preceding annual meeting.



Nominating and Corporate Governance Committee Process for the Selection and Evaluation of Nominees



Franklin Financial's Board of Directors has adopted a Job Description identifying the qualifications expected of a member of the Board of Directors and the criteria to be applied by the Nominating and Corporate Governance Committee in evaluating candidates who will be recommended to the Board of Directors as nominees for election to the Board. A candidate must possess good business judgment and must be free of any relationship which would compromise their ability to properly perform the duties of a director. A candidate must have sufficient financial background and experience to be able to read and understand financial statements and to evaluate financial performance. A candidate should have proven leadership skills and management experience and should be actively involved in the community served by Franklin Financial and its subsidiaries. A candidate must be willing and able to commit the time and attention necessary to actively participate in Board affairs. In addition, a candidate must be a person of integrity and sound character. Although the Nominating and Corporate Governance Committee does not have a policy with regard to considering diversity in identifying nominees for director, the Committee does consider whether a candidate’s age, background, skills and experience will compliment or supplement those of other members of the Board of Directors in order to achieve an appropriate balance and diversity of such qualities and characteristics.



The Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating potential nominees for election to the Board of Directors. The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that a vacancy is anticipated or otherwise arises, the Nominating and Corporate Governance Committee typically considers and interviews several potential candidates for appointment to fill the vacancy. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, shareholders and other persons. These candidates are evaluated by the Nominating and Corporate Governance Committee and may be considered at any time during the year. In evaluating potential nominees, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, skills and experience on the Board. The Nominating and Corporate Governance Committee has not engaged third party consultants in connection with the identification or evaluation of potential nominees.



The Nominating and Corporate Governance Committee will consider persons recommended by shareholders as potential nominees for election to the Board of Directors, provided that recommendations are made in accordance with the procedures described above under the caption "Nominations for Election of Directors." A potential nominee who is recommended by a shareholder will be

evaluated by the Nominating and Corporate Governance Committee in the same fashion as other persons who are considered by the Committee as potential candidates for election to the Board of Directors.



Director Independence



The Board of Directors has determined that each director is an "independent director," as such term is defined in the NASDAQ Stock Market Rules except for Timothy G. Henry, President and CEO, Franklin Financial Services Corporation and Farmers and Merchants Trust Company. In determining the directors’ independence, the Board considered loan transactions between the Bank and the directors, their family members and businesses with whom they are associated, as well as any contributions made to non-profit organizations with whom they are associated.



Information about Nominees and Continuing Directors



Information concerning the three persons nominated for election to Class CB of the Board of Directors of Franklin Financial at the 20212022 Annual Meeting and concerning the seven continuing directors follows.



CLASS C DIRECTORS (Term expires 2024)

Kevin W. Craig

Age: 55

Year Became Director: 2020

Committees: Audit, Asset-Liability, Enterprise Risk, Strategic

Mr. Craig graduated with a B.S. in Accounting from the Pennsylvania State University in 1987.  After graduation he worked for Ernst & Young where he received his certified public accounting license. (currently inactive)

Mr. Craig is the CEO of Pro-Cut Construction Services, Inc., a regional concrete sawing and drilling contractor.  He is the former owner of DriveKore, Inc. a regional construction tool and fastener supply company.  His career spans over 30 years, beginning as a CPA at Ernst and Young and then holding CFO positions at several venture capital backed companies before purchasing DriveKore, Inc. in 1999.  He is currently the Vice President and member of the Board of Governors of the West Shore Country Club in Camp Hill, PA.  The Board of Directors values Mr. Craig’s accounting and business expertise and his insights pertaining to the construction industry and privately held businesses.  He is a lifelong resident of Central Pennsylvania and is an active business and community leader.

Daniel J. Fisher

Age: 64

Year Became Director: 2010

Committees: ALCO, Audit, Nominating and Corporate Governance (Chair), Compensation and Personnel, Strategic, Executive

Mr. Fisher graduated from Muhlenberg College with a B.A. in Business Administration in 1978 and from Lehigh University with a MS in Management Science in 1986.

Mr. Fisher retired as President and CEO of D. L. Martin Company on June 30, 2017 and remains active on its Board, and as an Operations Consultant. Mr. Fisher also serves on the Board of Managers of Alliance Elevator Systems, Mercersburg, PA.  He also holds a minority position and serves on the Board of Structural Elements, Hagerstown, MD.  The Board of Directors values Mr. Fisher’s manufacturing background and experience. Mr. Fisher is active in his community and the Company’s Franklin County market area, where he has served and continues to serve on various boards.

Donald H. Mowery

Age: 69

Year Became Director: 2010

Committees: Enterprise Risk (Chair), Audit, Nominating and Corporate Governance, Executive

Mr. Mowery is managing partner of RSM Associates, LP, a real estate development firm focusing on the development of business centers and industrial parks. Additionally, he is the third-generation former owner and CEO of R. S. Mowery & Sons, Inc., a regional contractor founded in 1925. His career in the construction and real estate development industries spans over 48 years, beginning as a laborer in 1968 and advancing through various positions over the years. Mr. Mowery received a B.S. in Civil Engineering in 1974 from Drexel University. He has completed post-baccalaureate studies in engineering and construction management at the Pennsylvania State University. Mr. Mowery is a Registered Professional Engineer. Mr. Mowery's business and leadership expertise provide our Board with valuable insights, particularly pertaining to the construction industry, real estate development, and family businesses. As a life-long resident of the area, Mr. Mowery is a well-known and respected member of the community, which provides positive exposure for the Company in the market area that he represents.

CLASS B DIRECTORS (Term expires 2022)



Martin R. Brown

Age: 6970

Year Became Director: 2006

Committees: Audit, Executive, Compensation and Personnel, Trust (Chair)



Mr. Brown graduated with honors from the Pittsburgh Institute of Mortuary Science in 1973. He is a licensed Pennsylvania Funeral Director who assists with the operation of three family owned funeral homes within the Company's Fulton and Huntingdon County market area. Additionally, Mr. Brown is President of M.R. Brown Management, Inc. where he is the managing general partner of Sandy Ridge Express convenience store, Sandy Ridge A&W Restaurant and Marymart Family LP, which owns Sandy Ridge Station Mall. Along with his wife, Mr. Brown is the owner of the Sandy Ridge Market, a full-service grocery store located at the Sandy Ridge Station Mall. Mr. Brown has served and continues to serve on the boards of organizations within the Company's Fulton and Huntingdon County market area. The Board of Directors values Mr. Brown's entrepreneurial background and business management experience and his status as a business leader in the Company’s Fulton and Huntingdon County market area.



Gregory A. Duffey

Age: 6263

Year Became Director: 2015

Committees: ALCO,Asset-Liability, Nominating and Corporate Governance, Trust, Strategic (Chair), Executive



Mr. Duffey is President of CFPM Insurance, a division of KSI Insurance.Blue Ridge Risk Partners. Mr. Duffey began his career in the insurance business in 1980 after attending Shippensburg University. The Board of Directors values Mr. Duffey’s experience as a business and community leader. For more than thirtyforty years, Mr. Duffey has been very active in the Company’s Franklin County market area having served on the boards or in leadership positions of non-profit and community development organizations.



Allan E. Jennings, Jr.

Age: 7172

Year Became Director: 2002

Committees: ALCO,Asset-Liability, Audit (Chair), Enterprise Risk, Executive, Compensation and Personnel, Strategic



Mr. Jennings graduated with honors from Lehigh University in 1971 with a B.S. in Industrial Engineering. He has beenwas President and CEO of Jennings Automotive, Inc. (dba Jennings Chevrolet Buick GMC) since 1986.from 1986 to 2021. He currently serves as Vice President and Consultant of Jennings Automotive. Mr. Jennings is a former director and past Chairman of the Pennsylvania Automotive Association and the Chambersburg Area Development Corporation. He currently serves as a Director and Treasurer of the Pennsylvania Automotive Association Charitable Foundation. The Board of Directors values Mr. Jennings' entrepreneurial background and business experience, including his knowledge of sales and marketing, and his leadership in the automotive industry. His participation on local boards provides valuable information relative to the Franklin County market area.

NOMINEES FOR

CLASS A DIRECTORS (Term expires 2023)



G. Warren Elliott

Age: 6667

Year Became Director: 1991

Chairman of the Board since 2012

Vice Chairman of the Board 2010-2011

Committees: ALCO,Asset-Liability, Audit, Enterprise Risk, Executive (Chair), Nominating and Corporate Governance, Compensation and Personnel (Chair), Strategic



Mr. Elliott graduated with honors with a B.A. in Public Administration and an M.S. in Public Administration from Shippensburg University in 1976 and 1977 respectively. He is a Distinguished Alumnus of Shippensburg University and in 2014 he was presented an honorary Doctoral degree in Public Service. He is also a Distinguished Alumnus and Centennial Fellow of Penn State Mont Alto.



Mr. Elliott is currently President of Cardinal Crossings, Inc. and CCI Properties, LLC, municipal government consulting and real estate investment firms. From 1991 to 1995 he served as an adjunct faculty member at Shippensburg University teaching state and local government. Mr. Elliott also served Franklin County as a Commissioner for many years and as Chairman of the Board of Commissioners from 1996 to 2007. Mr. Elliott has been recognized by a number of civic organizations with awards. Mr. Elliott has served and continues to serve on the boards of numerous organizations within the Company’s trade area. He also serves as a member of the Chesapeake Bay Commission and the Atlantic State Marine Fisheries Commission. The Board of Directors values Mr. Elliott’s considerable knowledge regarding county and local government, his entrepreneurial experience with business and sales, as well as the leadership skills he has developed through his service in Franklin County government and civic service.



Timothy G. Henry

Age: 6263

Year Became Director: 2016



Mr. Henry joined Franklin Financial and F&M Trust as President and as a Director on February 1, 2016. He became Chief Executive Officer on July 1, 2016. Mr. Henry received a bachelor’s degree in dairy science from the Pennsylvania State University and an MBA from St. Joseph’s University in Philadelphia. Mr. Henry has had a career of more than 30 years in the banking industry in central Pennsylvania and the Hagerstown and Frederick, Maryland areas. He has extensive experience in managing branch networks, lending and private banking. He served as Chief Executive Officer of Centra Bank, a start-up in Hagerstown, and as a senior officer of BlueRidge Bank, a start-up in Frederick, where he gained significant experience in risk management, compliance and operations. Most recently, Mr. Henry served for three years as Susquehanna Bank’s Commercial Executive for its Washington County, Maryland region. The Pennsylvania Banking Code requires that a bank president be a member of the bank’s board of directors. In addition, the Board believes that it is important that the President serve as a Director so that the President may interact with his fellow Directors on a peer to peer basis. The Board of Directors values Mr. Henry’s depth and breadth of experience in the banking industry.



Stanley J. Kerlin

Age: 6768

Year Became Director: 2006

Committees: ALCOAsset-Liability (Chair), Enterprise Risk, Executive, Trust



Mr. Kerlin graduated Cum Laude with a B.A. Degree in History from Elizabethtown College in 1976 and a J.D. Degree from Dickinson School of Law in 1979. Mr. Kerlin has engaged in the active practice of law for over 35 years and has owned and operated his own law practice as both a partner and a sole practitioner. Mr. Kerlin is active in his church and in several community and political organizations within the Company's Fulton and Huntingdon County market area. Mr. Kerlin's knowledge of business and management provide valuable insight to the Board. The Board of Directors values Mr. Kerlin’s perspective as a lawyer and community leader in the Company’s Fulton and Huntingdon County market area.



Kimberly M. Rzomp

Age: 6465

Year Became Director: 2019

Committees: Asset-Liability, Audit, ALCO, Enterprise Risk, Strategic, Trust



Ms. Rzomp graduated from Lycoming College in 1978 with a B.A. in Economics and Business Administration and Shippensburg University in 1987 with an M.B.A.  



Ms. Rzomp is the former (retired) Chief Financial Officer for Summit Health, a $600 million non-profit health care system located in south-central Pennsylvania. WellSpan Health acquired Summit Health in 2018 at which time the Franklin Region became known as WellSpan SummitHealth.  Summit Health is comprised of two acute care hospitals, Chambersburg and Waynesboro Hospitals, a cancer care center, and a medical group of 250 providers.  In her role, she was the primary corporate officer for Board committees

including Finance, Audit and Compliance, and Investment.  She was a voting member of Summit Physician Services Board of Directors, and Treasurer for all Boards of Summit Health.



Ms. Rzomp was a former volunteer Board member for the Shook Home and United Way of Franklin County.  Ms. Rzomp’s knowledge of business and management, financial operations, auditing and compliance, financial planning, and risk management is valuable to the Board.

CLASS C DIRECTORS (Term expires 2024)

Kevin W. Craig

Age: 56

Year Became Director: 2020

Committees: Audit, Asset-Liability, Enterprise Risk, Nominating and Corporate Governance, Strategic

Mr. Craig graduated with a B.S. in Accounting from the Pennsylvania State University in 1987.  After graduation he worked for Ernst & Young where he received his certified public accounting license (currently inactive).

Mr. Craig is the CEO of Pro-Cut Construction Services, Inc., a regional concrete sawing and drilling contractor.  He is the former owner of DriveKore, Inc., a regional construction tool and fastener supply company.  His career spans over 30 years, beginning as a CPA at Ernst and Young and then holding CFO positions at several venture capital backed companies before purchasing DriveKore, Inc. in 1999.  He is currently the Vice President and member of the Board of Governors of the West Shore Country Club in Camp Hill, PA.  The Board of Directors values Mr. Craig’s accounting and business expertise and his insights pertaining to the construction industry and privately held businesses.  He is a lifelong resident of Central Pennsylvania and is an active business and community leader.

Daniel J. Fisher

Age: 65

Year Became Director: 2010

Committees: Audit, Nominating and Corporate Governance (Chair), Compensation and Personnel, Strategic, Executive

Mr. Fisher graduated from Muhlenberg College with a B.A. in Business Administration in 1978 and from Lehigh University with a MS in Management Science in 1986.

Mr. Fisher retired as President and CEO of D. L. Martin Company on June 30, 2017 and remains active on its Board, and as an Operations Consultant. Mr. Fisher also serves on the Board of Managers of Alliance Elevator Systems, Greencastle, PA.  He also holds a minority position and serves on the Board of Structural Elements, Hagerstown, MD.  The Board of Directors values Mr. Fisher’s manufacturing background and experience. Mr. Fisher is active in his community and the Company’s Franklin County market area, where he has served and continues to serve on various boards.

Donald H. Mowery

Age: 70

Year Became Director: 2010

Committees: Enterprise Risk (Chair), Audit, Nominating and Corporate Governance, Executive

Mr. Mowery is managing partner of RSM Associates, LP, a real estate development firm focusing on the development of business centers and industrial parks. Additionally, he is the third-generation former owner and CEO of R. S. Mowery & Sons, Inc., a regional contractor founded in 1925. His career in the construction and real estate development industries spans over 48 years, beginning as a laborer in 1968 and advancing through various positions over the years. Mr. Mowery received a B.S. in Civil Engineering in 1974 from Drexel University. He has completed post-baccalaureate studies in engineering and construction management at the Pennsylvania State University. Mr. Mowery is a Registered Professional Engineer. Mr. Mowery's business and leadership expertise provide our Board with valuable insights, particularly pertaining to the construction industry, real estate development, and family businesses. As a life-long resident of the area, Mr. Mowery is a well-known and respected member of the community, which provides positive exposure for the Company in the market area that he represents.



Common Stock Ownership of Directors, Nominees and Executive Officers



The following table includes information concerning shares of Franklin Financial common stock beneficially owned by directors, nominees, and the executive officers who are named in the Summary Compensation Table appearing elsewhere in this Proxy Statement and by all directors and executive officers as a group. There are no family relationships between or among any of the Company's executive officers, directors or nominees.





1213

1314

1415

16

1617

1718

1819