DEF 14A 1 ny20006902x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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 240.14a-12

FNCB Bancorp, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Louis A. DeNaples

Chairman of the Board

Gerard A. Champi

President and

Chief Executive Officer

Please join us for

our Annual Meeting

of Shareholders

May 17, 2023

Message from our Chairman and our President and Chief Executive Officer

April 10, 2023

Dear Shareholders,

During 2022, in the wake of the COVID-19 pandemic, we continued to navigate through changing market conditions, specifically a rapid rise in interest rates as the Federal Open Market Committee (“FOMC”) increased the target federal funds range by a total of 425 basis points in seven tightening actions in 2022. FOMC actions were in response to elevated inflation caused by supply chain constraints, global price inflation and international unrest including the war in Ukraine. The FOMC actions have resulted in asset devaluations, capital constraints and liquidity pressures throughout the financial services industry. Additionally, by the end of 2022, the velocity and magnitude of the rate increases have put pressure on bank net interest margins, as funding costs are increasing faster than earning asset yields.

Despite the challenging environment, we executed on several strategic initiatives, delivered consistently exceptional service to our customers and provided meaningful support to the communities we serve.

2022 Highlights

▪ Strong earnings performance. We reported net income of $20.4 million, or $1.03 per diluted common share in 2022, compared to $21.4 million, or $1.06 per share, in 2021. The $1.0 million, or 4.4%, decrease primarily reflected increases in non-interest expense and the provision for loan and leases losses, partially offset by an increase in net interest income.

▪ Balance sheet profile. Total assets increased $81.6 million, or 4.9%, to $1.746 billion at December 31, 2022, from $1.664 billion at December 31, 2021. Net loans and leases increased $143.1 million to $1.110 billion at December 31, 2022, from $967.0 million at December 31, 2021. The 14.8% increase reflected strong originations from 1^st Equipment Finance, FNCB’s equipment financing product offering launched in the fourth quarter of 2021. We experienced a $34.8 million, or 2.4%, reduction in total deposits to $1.421 billion at December 31, 2022 from $1.455 billion at December 31, 2021, reflecting the return of municipal deposit seasonality and an outflow of excess COVID-19 deposits.

▪ Favorable asset quality. FNCB’s asset quality remained strong in 2022 as evidenced by a $1.0 million, or 25.6%, reduction in non-performing loans to $2.8 million at December 31, 2022 from $3.8 million at December 31, 2021. Additionally, total delinquent loans decreased to 0.45% of total gross loans at December 31, 2022 from 0.55% of total gross loans at December 31, 2021.

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▪ Expanded product offerings. In addition to the launch of 1^st Equipment Finance in the fourth quarter of 2021, at the end of the third quarter of 2022, we executed an asset purchase agreement with Chiaro Investment Services, which was combined with FNCB’s wealth management team and began operating under a new brand, 1^st Investment Services. This acquisition allows us to build on our legacy of providing quality services to our clients, as customers now have access to a full suite of wealth management services including, investment management, brokerage, insurance planning and retirement services.

▪ Providing meaningful community support. During the fourth quarter of 2022, we made an initial $2.2 million contribution of an $11.0 million total commitment in a senior low-income housing tax credit partnership. We are pleased to be the lead contributor to this project that is expected to provide much needed housing for low-income seniors in our market area and revitalize a large vacant lot in Scranton, Lackawanna County, Pennsylvania.

We believe FNCB’s financial position remains strong and will provide resiliency for any challenges that may emerge. For 2023, management will focus on effective balance sheet and liquidity management, managing interest rate risk and funding costs and evaluating opportunities to enhance future net interest income and non-interest income run rates. Additionally, we continue to develop and expand our comprehensive digital strategy to respond to evolving customer demands and create operational and delivery channel efficiencies.

We would like to invite you to attend the 2023 Annual Meeting of Shareholders that will be held virtually on May 17, 2023. We ask you to please read the attached proxy statement carefully and vote promptly to ensure your shares are represented at the Annual Meeting. Instructions on how to attend the 2023 Annual Meeting and vote your shares are included in the proxy statement.

Thank you for your interest in FNCB Bancorp, Inc. We are sincerely grateful for your continued support and commitment to FNCB. We look forward to having you attend the virtual annual meeting.

			Sincerely,

			Louis A. DeNaples Chairman of the Board			Gerard A. Champi President and Chief Executive Officer

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		NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

FNCB BANCORP, INC.

102 East Drinker Street

Dunmore, Pennsylvania 18512

Items of Business

1. To elect the four Class A director nominees named in the proxy statement for three-year terms expiring at the 2026 annual meeting of shareholders

2. To approve the compensation of the named executive officers by a nonbinding advisory vote

3. To approve the adoption of the FNCB Bancorp, Inc. 2023 Equity Incentive Plan

4. To ratify the Audit Committee’s selection of Baker Tilly US, LLP as FNCB’s independent registered public accounting firm for the year ending December 31, 2023

5. To transact such other business that may properly come before the meeting or any adjournment of the meeting

Record Date

You can vote if you are a shareholder of record as of the close of business on March 23, 2023.

The Annual Meeting of Shareholders will be held in a virtual meeting format only, via live webcast at www.virtualshareholdermeeting.com/FNCB2023. To attend and be able to vote and ask questions during the Annual Meeting, you must enter the 16-digit control number found on your proxy card.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 17, 2023. You may obtain a copy of this Proxy Statement and FNCB's Annual Report on Form 10-K including the financial statements and exhibits for the 2022 fiscal year at no cost on our website at investors.fncb.com, or upon written request to the Secretary of FNCB at FNCB Bancorp, Inc., 102 E. Drinker Street, Dunmore, PA 18512, Attention: Secretary.

Please see page 1 for additional details.

Louis A. DeNaples, Chairman

Dunmore, Pennsylvania

April 10, 2023

			Date and Time Wednesday, May 17, 2023 9:00 a.m. Eastern Daylight Time
			Where Via live webcast at www.virtualshareholdermeeting.com/FNCB2023
Your vote is important
Please carefully review the proxy materials and follow the instructions below to cast your vote as soon as possible in advance of the meeting.
We anticipate that the Notice Regarding the Availability of Proxy Materials will be mailed to shareholders beginning on or about April 10, 2023.
			VOTE ONLINE Go to www.proxyvote.com and follow the instructions.
			VOTE BY PHONE If your shares are held in the name of a broker, bank or other nominee: follow the telephone voting instructions, if any, provided on your voting instruction card. If your shares are registered in your name: call 1-800-690-6903 and follow the telephone voting instructions. You will need the control number that appears on your proxy.
			VOTE BY MAIL Sign, date and return your proxy card in the postage-paid envelope.
			VOTE DURING THE MEETING Attend the Annual Meeting via live webcast at www.virtualshareholdermeeting.com/FNCB2023. See page 1 for instructions on how to attend.

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PROXY STATEMENT

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			PAGE
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			1
PROPOSAL 1 ELECTION OF DIRECTORS			7
Nominees for Class A Director for a Three-Year Term Expiring in 2026			8
Continuing Directors			9
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			12
Independence of the Board of Directors			12
Board Structure and Role of the Board in Risk Oversight			12
Meetings and Committees of the Board of Directors			13
Audit Committee			14
Report of the Audit Committee			15
Compensation Committee			16
Nominating and Governance Committee			16
Risk Management Committee			17
Board Diversity Matrix			18
Code of Ethics			18
Security Holder Communications			18
Director Compensation			19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			21
Principal Owners			21
Beneficial Ownership by Directors, Nominees for Director and Executive Officers			22
Delinquent Section 16(a) Reports			23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			24
INFORMATION ABOUT FNCB’S EXECUTIVE OFFICERS			25
EXECUTIVE COMPENSATION			29
PROPOSAL 2 ADVISORY VOTE ON COMPENSATION OF FNCB’S NAMED EXECUTIVE OFFICERS			38
PROPOSAL 3 APPROVAL OF THE ADOPTION OF THE FNCB BANCORP, INC. 2023 EQUITY INCENTIVE PLAN			39
PROPOSAL 4 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			47
Independent Registered Public Accounting Firm Fees and Services			48
OTHER MATTERS			49
Additional Information			49
FNCB BANCORP, INC. 2023 EQUITY INCENTIVE PLAN			A-1

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		QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

FNCB Bancorp, Inc.

102 E. Drinker Street

Dunmore, PA 18512

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS,

to be held on May 17, 2023

Q:	Why am I receiving these materials?

We have sent you these proxy materials because the Board of Directors of FNCB Bancorp, Inc. (“FNCB” or the “Company”) is soliciting your proxy to vote at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”), including at any adjournment or postponement of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. The Annual Meeting will be held virtually on May 17, 2023 at 9:00 a.m., Eastern Daylight Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/FNCB2023, where you will be able to listen to the meeting live, vote online and ask questions. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or through the internet.

We intend to mail these proxy materials on or about April 10, 2023 to all shareholders of record entitled to vote at the Annual Meeting.

Q:	Who is paying for this proxy solicitation?

FNCB will pay for the entire cost of soliciting proxies. In addition to these proxy materials, FNCB’s directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, dealers or other agents for the cost of forwarding proxy materials to beneficial owners.

Q:	What are the solicitation expenses?

FNCB has retained Broadridge Financial Solutions, Inc. of Lake Success, New York to assist in the distribution of proxy materials and solicitation of votes, and a representative from American Election Services, LLC will act as the Judge of Election. The estimated fee to provide these services is $18,000.00 plus out-of-pocket expenses.

Q:	Why are we holding a virtual Annual Meeting?

A virtual format for our Annual Meeting will be conducted via live audio webcast and online shareholder tools. We believe a virtual format facilitates shareholder attendance by enabling shareholders to attend from any location without person-to-person contact, at no cost (other than any costs associated with your internet access, such as usage charges from internet access providers and telephone companies). A virtual Annual Meeting makes it possible for more shareholders (regardless of size, resources, or physical location) to have direct access to information more quickly, while saving FNCB and our shareholders time and money.

Q:	How do I attend the Annual Meeting?

A:	The meeting will be held online on Wednesday May 17, 2023 at 9:00 a.m. Eastern Daylight Time. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/FNCB2023, where you will be able to listen to the meeting live,

FNCB Bancorp, Inc. Notice of 2023 Annual Meeting and Proxy Statement 1

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vote and ask questions. You will not be able to attend the Annual Meeting in person. Information on how to vote at the Annual Meeting is discussed below. The Annual Meeting webcast will begin promptly at 9:00 a.m., Eastern Daylight Time. We encourage you to access the webcast prior to the start time. Online check-in will begin at 8:45 a.m. Eastern Daylight Time, and you should allow ample time for the check-in procedures.

Q:	What do I need to be able to participate in the virtual Annual Meeting?

You will need the 16-digit control number included on your proxy card to be able to vote your shares during the Annual Meeting. Instructions on how to connect to the Annual Meeting and participate via the internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/FNCB2023. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares or ask questions.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting login page.

Q:	Who can vote at the Annual Meeting?

A:	Only those shareholders of record at the close of business on March 23, 2023, the Record Date, will be entitled to vote. As of March 23, 2023, there were 19,682,689 shares of FNCB’s common stock outstanding and entitled to vote.

Shareholder of Record: Shares Registered in Your Name

If, on March 23, 2023, your shares were registered directly in your name with FNCB’s transfer agent, Broadridge Financial Solutions, Inc., then you are a shareholder of record. As a shareholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card, or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted. If you submit your proxy telephonically or over the internet, you must do so no later than 11:59 p.m. Eastern Daylight Time on May 16, 2023. Shareholders who attend the virtual Annual Meeting should follow the voting instructions at www.virtualshareholdermeeting.com/FNCB2023 to vote online during the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on March 23, 2023, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

Q:	What does it mean if I receive more than one proxy?

A:	If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.

Q:	What am I voting on?

A:	There are four matters scheduled for a vote:

•	Proposal 1: Election of the four Class A directors named herein for the three-year terms expiring at the 2026 annual meeting of shareholders;

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING (CONT.)

•	Proposal 2: An advisory vote regarding the compensation of FNCB’s named executive officers;

•	Proposal 3: Approval of the adoption of the FNCB Bancorp, Inc. 2023 Equity Incentive Plan (the “Equity Plan”); and

•	Proposal 4: Ratification of the appointment of Baker Tilly US, LLP as FNCB’s independent registered public accounting firm for the year ending December 31, 2023.

Q:	What if another matter is properly brought before the Annual Meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Q:	How do I vote?

A:	You may either vote “For” all the nominees to the Board or you may “Withhold” your vote for all nominees or any nominee you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting. The procedures for voting are as follows:

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record, you may vote online at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote online even if you have already voted by proxy.

•

VOTE ONLINE AT THE ANNUAL MEETING: To vote online during the virtual Annual Meeting, please go to www.virtualshareholder meeting.com/FNCB2023. You will be asked to provide the 16-digit control number included on your proxy card. Once you have logged into the virtual Annual Meeting, please follow the instructions to vote your shares. If you do not have your 16-digit control number, you will be able to access and listen to the Annual Meeting but you will not be able to vote your shares.

•

VOTE BY PHONE: To vote over the telephone, dial toll-free 1-800-690-6903 using any touch-tone telephone and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card. Your telephone vote must be received by 11:59 p.m. Eastern Daylight Time on May 16, 2023 to be counted.

•

VOTE BY INTERNET: You may vote by completing an electronic proxy card at www.proxyvote.com. You will be asked to provide the control number from the enclosed proxy card. Your internet vote must be received by 11:59 p.m. Eastern Time on May 16, 2023 to be counted. We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions.

•	VOTE BY PROXY CARD: To vote using a proxy card, simply complete, sign and date the enclosed proxy card. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your brokerage firm, bank, dealer or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from FNCB. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. To vote at the Annual Meeting, you must obtain a valid proxy from your brokerage firm, bank, dealer or other agent. Follow the instructions from your broker or bank or contact your broker or bank to request a proxy form.

FNCB Bancorp, Inc. Notice of 2023 Annual Meeting and Proxy Statement 3

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Q:	How many votes do I have?

A:	On each matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on March 23, 2023.

Q:	If I am a shareholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

A:	If you are a shareholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of each of the nominees for director, “For” the non-binding proposal regarding the compensation of FNCB’s named executive officers, “For” the approval of the Equity Plan and “For” the ratification of the appointment of Baker Tilly US, LLP as FNCB’s independent registered public accounting firm for the year ending December 31, 2023. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Q:	If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

If you are a beneficial owner and do not instruct your brokerage firm, bank, dealer or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is considered to be a routine matter under applicable rules. Brokers and nominees can use their discretion to vote uninstructed shares with respect to matters that are considered to be routine under applicable rules, but not with respect to non-routine matters. Under applicable rules and interpretations, non-routine matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested), executive compensation (including any advisory shareholder votes on executive compensation and on the frequency of shareholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, without your instructions, your broker or nominee may not vote your shares on Proposal 1, Proposal 2 or Proposal 3, but may vote your shares on Proposal 4.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

Q:	Is my vote confidential?

A:	Yes. Only the Judge of Election, the proxy holders and the transfer agent will have access to your proxy. All comments will remain confidential unless you ask that your name be disclosed.

Q:	Can I change my vote after submitting my proxy?

A:	Shareholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•	You may submit another properly completed proxy card with a later date.

•	You may grant a subsequent proxy by telephone or through the internet.

•	You may send a timely written notice that you are revoking your proxy to FNCB’s Secretary at 102 E. Drinker Street, Dunmore, PA 18512.

•	You may attend the virtual Annual Meeting and vote online at that time. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

Your most recent proxy card or telephone or internet proxy is the one that is counted.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING (CONT.)

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your brokerage firm, bank, dealer or other agent as a nominee, you should follow the instructions provided by your broker or bank.

Q:	Who will count the votes?

A:	A representative from Broadridge Financial Solutions, Inc., will tabulate the votes and a representative from American Election Services, LLC will act as Judge of Election.

Q:	What constitutes a quorum?

As of March 23, 2023, 19,682,689 shares of common stock were outstanding and entitled to vote. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast, constitutes a quorum for the transaction of business at the annual meeting. Votes withheld and abstentions will be counted in determining the presence of a quorum. If you vote by proxy or in person, you will be considered part of the quorum.

Q:	How many votes are needed to approve each proposal and what are the effects of abstentions or broker non-votes on the voting results?

A:	The following table describes the vote required for approval of each scheduled proposal and the effects of abstentions and broker non-votes on the voting results:

Election of Directors

Plurality

No effect

Not voted/

No effect

Voted “for”

Advisory Vote for Say-on-Pay

Majority of votes cast

No effect

Not voted/

No effect

Voted “for”

Approval of the adoption of the Equity Plan

Majority of votes cast

No effect

Not voted/

No effect

Voted ”for”

Ratification of Baker Tilly US, LLP as FNCB’s independent registered public accounting firm for the year ending December 31, 2023

Majority of votes cast

No effect

Discretionary

vote by Broker

Voted “for”

*	Abstentions are included in determining whether a quorum is present.

Q:	What are “broker non-votes”?

When a beneficial owner of shares held in “street name” does not give instructions to the brokerage firm, bank, dealer or other agent holding the shares as to how to vote on matters deemed to be non-routine under applicable rules, the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

Q:	How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission (“SEC”) within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

FNCB Bancorp, Inc. Notice of 2023 Annual Meeting and Proxy Statement 5

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Q:	What proxy materials are available on the internet?

A:	The proxy materials relating to the 2023 Annual Meeting and the 2022 Annual Report on Form 10-K for the year ended December 31, 2022 are available free of charge on the Internet. Please go to investors.fncb.com to view and obtain the materials online.

We have not authorized anyone to provide you with information about FNCB; therefore, you should rely only on the information contained in this document or on documents to which we refer you. Although we believe we have provided you with all the information helpful to you in your decision to vote, events may occur at FNCB after printing this proxy statement that might affect your decision or the value of your stock.

Q:	Who is the largest principal shareholder?

A:	The largest principal shareholder of FNCB as of March 23, 2023 is Louis A. DeNaples. (See page 21 of the proxy statement for more details).

Q:	What percentage of stock do the directors and officers own?

A:	As of March 23, 2023, the record date, approximately 17.98% of FNCB’s common stock was beneficially owned directly or indirectly by our directors and executive officers, or their affiliates, as a group. (See page 22 of the proxy statement for more details).

Q:	When are shareholder proposals and director nominations due for next year’s Annual Meeting?

Shareholder proposals for the 2024 annual meeting of shareholders must comply with applicable SEC rules and regulations and must be received by the Secretary of FNCB prior to December 12, 2023 to be considered for inclusion in FNCB’s Proxy Statement for that meeting. If the December 12, 2023 deadline is missed, a shareholder proposal and director nominations may still be submitted for consideration at the 2024 annual meeting of shareholders, although it will not be included in FNCB’s Proxy Statement, if it is received earlier than February 16, 2024 and later than March 8, 2024. Any notice of director nominations submitted to the Company must include the information required by Rule 14a-19(b) under the Security and Exchange Act of 1934 (the “Exchange Act”). See the section entitled “Nominating and Governance Committee” on page 16 for more information on director nominations.

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		PROPOSAL 1

ELECTION OF DIRECTORS

In accordance with Section 2.02 of FNCB’s bylaws, FNCB has a classified Board of Directors with staggered three-year terms of office. The Board is divided into three classes, with each class to be as nearly equal in number as possible. The terms of the separate classes expire in successive years. Thus, at each annual meeting of shareholders, successors to the class of directors whose term then expires are elected to hold office for a term of three years. Therefore, the term of office of one class of directors expires in each year. The Board of Directors is authorized to change the number of directors that constitutes the whole Board of Directors provided that the total number of directors in each class remains relatively proportionate to the others. The Board of Directors currently consists of eleven (11) members and is divided into three classes, with one class of directors elected each year.

Unless otherwise instructed, the proxy holders will vote the proxies received for the election of the four (4) nominees for Class A Director named below. If any nominee should become unavailable to serve as director for any reason, proxies will be voted in favor of a substitute nominee as designated by the Board of Directors. The Board of Directors currently believes that the nominees named will be able to serve if elected. Any vacancy on the Board of Directors, including vacancies resulting from an increase in the number of directors, will be filled by a majority vote of the remaining members of the Board of Directors and each person so appointed will be a director until the expiration of the term of office of the class to which he or she was appointed. Assuming the presence of a quorum, the four (4) nominees for director below receiving the highest number of votes will be elected at the annual meeting.

Cumulative voting rights do not exist with respect to the election of directors. Except as may otherwise be provided by statute or by the articles of incorporation, at every shareholders’ meeting, each shareholder entitled to vote has the right to one vote for each share of common stock owned on the record date fixed for the meeting. For example, if a shareholder owns 100 shares of common stock, he or she may cast up to 100 votes for each of the nominees for director in the class to be elected.

Upon the recommendation of the Nominating and Governance Committee, FNCB’s Board of Directors has nominated the four (4) individuals listed below for election as directors at the Annual Meeting. If you elect the nominees listed below, they will hold office until the annual meeting of shareholders in 2026 or until their successors have been duly elected and qualified or such director’s earlier death, resignation or removal for cause. All nominees are currently serving on our Board and have consented to being named in this proxy statement and to serve if elected. The brief biographies below include information as of March 23, 2023 regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating and Governance Committee to believe that the nominee should continue to serve on the Board. However, each of the members of the Nominating and Governance Committee may have a variety of reasons why such member believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

FNCB Bancorp, Inc. Notice of 2023 Annual Meeting and Proxy Statement 7

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NOMINEES FOR CLASS A DIRECTOR FOR A THREE-YEAR TERM EXPIRING IN 2026

			Mr. Gerard A. Champi has been President and Chief Executive Officer and a member of the Board of Directors of FNCB and the Bank since July 1, 2016. Prior to holding this position, Mr. Champi was Chief Operating Officer of the Bank from March 2011 to June 2016. Mr. Champi also served as Interim President and Chief Executive Officer of FNCB and the Bank and as a director of the Bank from March 2010 until February 2011. Mr. Champi has been with the Bank since 1991 and has served in various leadership roles in the Retail, Commercial Sales and Executive Divisions. He currently serves as a Board member of Leadership Northeast, the Lackawanna Blind Association, the Pennsylvania Bankers Association, and as an Advisory Board member of Penn State Worthington Scranton, a campus of the Pennsylvania State University. He also serves on the Wilkes-Barre Law & Library Association's Executive Committee's Lay Advisory Committee and is a lifetime member of Pennsylvania State University Alumni Association. Mr. Champi has been appointed as President of Lackawanna Industrial Fund Enterprises (LIFE) and serves on the Board of Directors of the Greater Scranton Chamber of Commerce and the Executive Committee of the Chamber. Jerry is also past President of the Boards of Directors of the Northeastern Pennsylvania Council Boy Scouts of America, the Greater Pittston Chamber of Commerce, and the Luzerne County Community College Foundation. Mr. Champi's extensive knowledge of FNCB and the Bank, his time as President and Chief Executive Officer and other various leadership positions with the Bank and extensive community and charitable involvement qualify him to serve as a director of FNCB.
Gerard A. Champi
Age 62 Director Since 2016 Board Committees: None

			Mr. Louis A. DeNaples has been a director of the Bank since 1972 and served as Chairman of the Board of Directors of FNCB from 1998 until he took a leave of absence from involvement with FNCB and the Bank in February 2008. In 2013, Mr. DeNaples returned from a leave of absence and rejoined the Bank’s Board on December 23, 2013. He was re-elected to FNCB's Board of Directors on May 21, 2014 and was appointed Chairman of the Boards of FNCB and the Bank on May 15, 2019. Mr. DeNaples is President of DeNaples Auto Parts, Inc., President of Keystone Landfill Inc. and Vice President of Rail Realty, Inc., each of which he co-owns with his brother, Dominick L. DeNaples. Mr. DeNaples serves on the boards of AllOne Foundation, AllOne Charities, AllOne Health Resources and Allied Services Foundation. Mr. DeNaples also serves as Chairman of the Community Advisory Board for Geisinger Commonwealth School of Medicine, a member of NEPA Highmark's Advisory Board and was past Chairman of the University of Scranton Board of Trustees. Mr. DeNaples’ extensive business knowledge, community and charitable involvement, and association with the Bank for many years qualify him to serve as a director of FNCB. Mr. DeNaples is the brother of director emeritus, Dominick L. DeNaples, the father of director and Vice Chairman of the Board of Directors, Louis A. DeNaples, Jr., M.D. and uncle of director, Joseph L. DeNaples, Esquire.
Louis A. DeNaples
Age 82 Director 1998-2008 and 2013-Present Chairman of the Board Board Committees: None

			Mr. Keith W. Eckel has been a director of FNCB and the Bank since 2014. Mr. Eckel is the sole owner and Chief Executive Officer of Fred W. Eckel and Sons and President of Eckel Farms, Inc. Mr. Eckel serves as an Emeritus Trustee of The Pennsylvania State University and serves a chair of Trustees of Countryside Community Church. Mr. Eckel formerly served as Board member and Chairman of Nationwide Mutual Insurance Company, a Fortune 100 insurance provider, and Allied Group, Inc., a subsidiary of Nationwide Mutual Insurance Company. Mr. Eckel also previously served as Board Member of International Food and Agricultural Development, an organization that advises the United States Agency for International Development on agricultural priorities and issues, former President of the Pennsylvania Farm Bureau, and Board Member and Chairman of Gartmore Global Asset Management Trust. Mr. Eckel’s strong business background, extensive knowledge in the insurance industry and agribusiness, and community and charitable involvement qualify him to serve as a director of FNCB.
Keith W. Eckel
Age 76 Director Since 2014 Board Committees: Audit Nominating and Governance (Chair) Risk Management

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PROPOSAL 1

			Mrs. Kathleen McCarthy Lambert, CPA has been a director of FNCB and the Bank since 2017. Mrs. Lambert is an owner of McCarthy Tire Service Company and Subsidiaries where she serves as Chief Financial Officer and Corporate Secretary. She also serves as Chairperson of the Board for Wilkes-Barre General Hospital, Vice Chairperson of the Board of King’s College, and Board Member of the Beatrice Eck Foundation. Mrs. Lambert is a member of the Executive Committee and past Chairman of the Board of Northeast Sight Services and past Board Member of the Greater Wilkes-Barre Chamber of Business and Industry and the Scranton Diocesan Financial Council. Mrs. Lambert is also actively involved in fundraising activities for numerous non-profit organizations, including the United Way, American Heart Association, St. Vincent DePaul Soup Kitchen, King’s College, the Catholic Youth Center, Holy Redeemer High School, John Heinz Rehab, Big Brothers/Big Sisters and Volunteers in Medicine. Mrs. Lambert, a licensed Certified Public Accountant and a graduate of King’s College, is a past recipient of the Athena Award and Top 25 Businesswomen in Northeastern Pennsylvania Award. Mrs. Lambert’s extensive business background and community and charitable involvement qualify her to serve as a director of FNCB.
Kathleen McCarthy Lambert, CPA
Age 61 Director Since 2017 Board Committees: Audit Risk Management

FNCB’S BOARD OF DIRECTORS RECOMMEND A VOTE FOR EACH OF THE

NOMINEES FOR DIRECTOR.

CONTINUING DIRECTORS

Class B Directors Continuing in Office until the 2024 Annual Meeting

			Mr. William G. Bracey has been a director of FNCB and the Bank since 2014. Mr. Bracey owns and operates three ShopRite Supermarkets, one in Daleville, Pennsylvania, one in Moosic, Pennsylvania and one in Mount Pocono, Pennsylvania, as well as several retail businesses including two Ace Hardware Stores, one in Daleville, Pennsylvania and one in Moosic, Pennsylvania, one Hallmark Gold Crown Store, and Plociniak Fuel Services. Mr. Bracey is an active member of several business and community organizations, including a current board member and past Chairman of the Pennsylvania Food Merchants, current board member of Johnson College, past board member and Chairman of Affiliated Foods, past board member and Co-Chairman of Associated Wholesale and past board member of Scranton Preparatory School. Mr. Bracey’s over 40 years of entrepreneurial and corporate management experience, strong network of community relationships and partnerships, and significant knowledge of the retail business climate in the region qualifies him to serve as director of FNCB.
William G. Bracey
Age 68 Director Since 2014 Board Committees: Audit Compensation (Chair) Nominating and Governance

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			Mr. Dominick L. DeNaples was appointed as an independent Director of FNCB and the Bank on February 1, 2023. Mr. DeNaples previously served as the Chairman of the Board of Directors of FNCB and Bank from May 2010 until May 2019. Mr. DeNaples was appointed and served as Director Emeritus from May 2019 until February 2023. Mr. DeNaples also served as Vice Chairman of the Boards of Directors of FNCB and Bank from December 2009 until he was elected Chairman in May 2010. Mr. DeNaples is President of Rail Realty Corporation, Vice President of DeNaples Auto Parts Inc., and Vice President of Keystone Landfill, Inc., each of which he is also co-owner with his brother Louis A. DeNaples. Mr. DeNaples currently serves on the Board and Finance Committee of St. Joseph’s Center and St. Joseph’s Foundation. He also serves on the Board of Geisinger Health Services, Hospice of the Sacred Heart and on the Advisory Board of Penn State University – Worthington campus. He formerly served as Chairman of the Board and Chairman of the Finance Committee of Lackawanna College, President of the Council and Chairman of Finance of the Northeastern Pennsylvania Council of Boy Scouts of America, and currently serves as a Board member. He also served as former Vice Chairman of the Board and Finance Committee of Scranton Preparatory School. Mr. DeNaples’ extensive business background, years of community and charitable involvement and service as a Director of FNCB and the Bank for many years qualify him to serve as Director of FNCB. Mr. DeNaples is the father of director, Joseph L. DeNaples, Esq., brother of nominee for director, Louis A. DeNaples, and the uncle of director, Louis A. DeNaples, Jr. M.D.
Dominick L. DeNaples
Age 85 Director February 2023 and 1998-2019 Director Emeritus May 2019-February 2023 Board Committees: Risk Management

			Dr. Louis A. DeNaples, Jr., M.D. has been a director of FNCB and the Bank since 2008. He was elected Vice-Chairman of FNCB and the Bank in December 2013. Dr. DeNaples is a board certified emergency physician and practices emergency medicine at Geisinger-Community Medical Center Emergency Department in Scranton, Pennsylvania. Dr. DeNaples serves as board member of the Goodwill Industries of Northeastern Pennsylvania and the Scranton Preparatory School. Dr. DeNaples also serves as a Board Member on the Council of The Pennsylvania Society and is a volunteer staff member at the Geisinger Commonwealth School of Medicine. Dr. DeNaples’ understanding of the medical industry, and considerable community and charitable involvement qualifies him to serve as director of FNCB. Dr. DeNaples is the son of director, nominee for director, and Chairman of the Board of Directors, Louis A. DeNaples, the nephew of director, Dominick L. DeNaples and cousin of director, Joseph L. DeNaples, Esquire.
Louis A. DeNaples, Jr., M.D
Age 55 Director Since 2008 Vice Chairman Board Committees: Compensation Nominating and Governance Risk Management

			Mr. Thomas J. Melone, CPA has been a director of FNCB and the Bank since 2011. Mr. Melone is a Partner with the Albert B. Melone Company Certified Public Accountants, a leading provider of accounting, tax and consulting services throughout the Northeastern Pennsylvania region. Mr. Melone, who has been with this firm since 1981, leads the firm’s Tax Preparation and Advisory Services line as well as its Small Business Advisory and Consulting Services line. Additionally, he has extensive experience in the financial management of public-school districts operating in the Commonwealth of Pennsylvania. Mr. Melone is also an owner of Pro-Data Processing, Inc. Mr. Melone is an active member of several professional, business and community organizations including the American Institute of Certified Public Accountants, Pennsylvania Institute of Certified Public Accountants and the Allied Services Board, an integrated health system, specifically serving as Chairman of the Allied Institute of Rehabilitation Medicine and the John Heinz Institute of Rehabilitation Medicine, and as Vice Chairman of the Allied Services Foundation. Mr. Melone’s community involvement, extensive business and accounting experience and service as a director of FNCB and the Bank qualify him to serve as a director of FNCB.
Thomas J. Melone, CPA
Age 64 Director Since 2011 Board Committees: Audit (Chair) Compensation Nominating and Governance

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PROPOSAL 1

Class C Directors Continuing in Office until the 2025 Annual Meeting

			Mr. Joseph Coccia has been a director of FNCB and the Bank since 1998. Mr. Coccia was appointed as Secretary of the Board of Directors of FNCB and the Bank in May 2015. Mr. Coccia is President of Coccia Ford, Inc. (doing business as Coccia Ford Lincoln), a car dealership in Wilkes-Barre, Pennsylvania. Mr. Coccia is a member of the Board of Directors of AllOne Charities and NEPA Highmark's Advisory Board. Mr. Coccia also served on the Lincoln Mercury Dealer Association Board. Mr. Coccia’s strong business background and knowledge of owning and operating a large local business, his broad community involvement, and his service as a director of FNCB and Bank since 1998 qualify him to serve as a director of FNCB.
Joseph Coccia
Age 68 Director Since 1998 Secretary Board Committees: Risk Management (Chair)

			Attorney William P. Conaboy, Esquire was appointed as an independent director of FNCB and the Bank on October 1, 2022. Attorney Conaboy currently serves as President and Chief Executive Officer of Allied Services Integrated Health System and has served in this role since 2009. Prior to serving as President and Chief Executive Officer of Allied Services Integrated Health System between 1992 and 2008 he served in various capacities including Senior Vice President and General Counsel, Chief Corporate Compliance Officer and Chief Operations Officer. Attorney Conaboy serves as a member of the Board of Directors for Pennsylvania Rehabilitation and Community Providers Association and a member of the Board of Directors of The Scranton Area Foundation. He serves as Chairman of the Board at Northeast Regional Cancer Institution. Attorney Conaboy’s strong business leadership background and extensive community and charitable involvement qualify him to serve as a director of FNCB.
William P. Conaboy, Esquire
Age 64 Director Since 2022 Board Committees: Audit Compensation Risk Management

			Attorney Joseph L. DeNaples, Esquire has been a director of FNCB and the Bank since 2017. Attorney DeNaples is a partner at the law firm of Cipriani & Werner, PC and is Director of Risk Management for Mount Airy Resort and Casino. He focuses his law practice in banking, commercial, real estate, gaming, corporate, secured transactions and bankruptcy law. Attorney DeNaples also serves as Solicitor for both the Lackawanna County Sheriff’s Office and the County of Lackawanna Transit System Authority. Attorney DeNaples is a member of the Lackawanna County Bar Association and is admitted to practice in Pennsylvania as well as the United States District Court for the Middle District of Pennsylvania and the United States Bankruptcy Court for the Middle District of Pennsylvania. Attorney DeNaples serves on the Boards of Northeastern Pennsylvania Council Boy Scouts of America and the Saint Francis of Assisi Kitchen. Attorney DeNaples received his Juris Doctorate degree from the Villanova University School of Law. Attorney DeNaples extensive business and legal background, and community and charitable involvement qualify him to serve as a director of FNCB. Attorney DeNaples is the son of director, Dominick L. DeNaples, the nephew of director, nominee for director, and Chairman of the Board of Directors, Louis A. DeNaples and cousin of director and Vice Chairman of the Board of Directors, Louis A. DeNaples, Jr., M.D.
Joseph L. DeNaples, Esquire
Age 44 Director Since 2017 Board Committees: Compensation Nominating and Governance

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		INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board of Directors believes that the purpose of corporate governance is to promote shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices that it and management believe promote this purpose, are sound and represent best practices. The Board routinely reviews these governance practices, Pennsylvania law (FNCB’s state of incorporation), the rules and listing standards of Nasdaq, and Securities and Exchange Commission (“SEC”) regulations, as well as best practices suggested by recognized governance authorities to maintain the highest governance standards.

INDEPENDENCE OF THE BOARD OF DIRECTORS

Currently, the Board of Directors has eleven (11) members. FNCB evaluates the independence of directors under the SEC and Nasdaq stock market’s standards for independence. The Nasdaq standards require the Board of Directors be comprised of a majority of independent directors. The Nasdaq standards also require that, except for exceptional and limited circumstances, the Board of Directors maintain an audit committee comprised only of independent directors and that director nominees must be selected either by independent directors comprising a majority of the Board’s independent directors in a vote in which only independent directors participate, or by a nominations committee comprised solely of independent directors. The Nominating and Governance Committee of FNCB’s Board has responsibility for selecting director nominees and is comprised solely of independent directors. Nasdaq corporate governance standards also require that the Board maintain a Compensation Committee comprised of at least two members, each of whom is an independent director. The Board of Directors of FNCB has appointed a Compensation Committee, currently comprised of four directors, each of whom the Board has determined is independent.

Independence is reviewed at least annually to determine whether all existing and potential committee members are independent. The Board of Directors has determined that William G. Bracey, Joseph Coccia, William P. Conaboy, Esq., Dominick L. DeNaples, Joseph L. DeNaples, Esq., Louis A. DeNaples, Louis A. DeNaples, Jr. M.D., Keith W. Eckel, Kathleen McCarthy Lambert, CPA, and Thomas J. Melone, CPA met the standards for independence.

In making its independence determinations, the Board considers all relevant facts and circumstances, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. The Board considered that in the ordinary course of business FNCB and the Bank may provide commercial banking and other services to some of the independent directors and to business organizations and to individuals associated with them. The Board also considered that in the ordinary course of business some business organizations with which an independent director is associated may provide products and services to FNCB and the Bank. The Board has determined that, based on the information available to the Board, none of these relationships were material.

Joseph L. DeNaples, Esquire, a director, is a partner at the law firm of Cipriani & Werner, which provided legal services to FNCB during 2022. The Board has considered this relationship and determined that it did not impair Mr. DeNaples’ independence as it relates to his membership as a Director on the Boards of FNCB and the Bank and membership on the Compensation and Nominating and Governance Committees.

BOARD STRUCTURE AND ROLE OF THE BOARD IN RISK OVERSIGHT

FNCB’s business is managed under the direction of our Board of Directors, in accordance with the Pennsylvania Business Corporation Law, FNCB’s Articles of Incorporation and its bylaws. The positions of Chairman of the Board and Chief Executive Officer are separated, as the Board believes separation of these

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (CONT.)

positions enhances the independent oversight of FNCB and the monitoring and objective evaluation of the Chief Executive Officer’s performance. Mr. Louis A. DeNaples serves as non-executive Chairman of the Board of Directors and is independent of management.

Management is responsible for the day-to-day management of the risks faced by FNCB, while the Board of Directors, as a whole, is responsible for the general oversight of risk management. For 2022, this oversight was primarily conducted through the Risk Management and Audit Committees.

The Risk Management Committee has the primary role in risk management of FNCB, oversees FNCB’s enterprise-wide risk management program and provides oversight and guidance to management on FNCB’s risk appetite. The Audit Committee, pursuant to its charter, considers and reviews with FNCB’s internal audit department, independent registered public accounting firm, and management, the adequacy of FNCB’s internal controls, including the processes for identifying significant risks or exposures, and elicits recommendations for the improvements of such procedures where desirable. In addition to the Audit and Risk Management Committees roles, the full Board of Directors is involved in establishing the risk appetite for FNCB and the oversight and administration of risk and risk management practices by overseeing members of executive management in their risk management capacities, regularly reviewing and analyzing FNCB’s investment and loan portfolios and accompanying risk levels, and considering the potential impact on FNCB’s objectives. Members of FNCB’s executive management have day-to-day responsibility for risk management and establishing risk management practices, and members of management are expected to report matters relating specifically to the Risk Management Committee and Audit Committee directly thereto, and to report all other matters directly to the Board of Directors as a whole. Members of FNCB’s executive management have an open line of communication to the Board of Directors and have the discretion to raise issues from time-to-time in any manner they deem appropriate, and management’s reporting on issues relating to risk management typically occurs through direct communication with directors or committee members as matters requiring attention typically arise.

The Bank Board maintains a Directors Loan Committee that is comprised of Louis A. DeNaples, Chairman of the Board and the following Directors: Gerard A. Champi, President and Chief Executive Officer, Dominick L. DeNaples, Joseph L. DeNaples, Esquire, Keith W. Eckel (Committee Chairperson), Kathleen McCarthy Lambert, CPA and Thomas J. Melone, CPA. The Committee also includes the following members of Executive Management of the Bank: Chief Financial Officer, Chief Banking Officer, Chief Lending Officer, Chief Credit Officer, the Credit Administration Officer and the Commercial Lending Team Managers. The Directors Loan Committee meets bi-weekly or more often as necessary. In 2022, this committee met twenty-seven (27) times.

The Asset and Liability Management Committee (“ALCO Committee”) is comprised of the following Directors: Gerard A. Champi, President and Chief Executive Officer, Joseph Coccia, Dominick L. DeNaples, Joseph L. DeNaples, Esq. and Kathleen McCarthy Lambert (Committee Chairperson). In addition to the President and Chief Executive Officer, the following members of Executive Management of the Bank are members of the ALCO Committee: Chief Financial Officer, Chief Banking Officer, Chief Credit Officer, the Senior Vice President and Chief Accounting Officer and the Senior Vice President and Operations Officer. The ALCO Committee meets quarterly or more often as necessary. In 2022 this committee met four (4) times.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During 2022, FNCB’s Board of Directors held twelve (12) meetings. Each of the directors attended at least 75% of the meetings of FNCB’s Board of Directors and of the committees on which they served. Pursuant to FNCB’s policy, the directors are expected to attend FNCB’s annual meeting of shareholders. All of FNCB’s directors attended FNCB’s annual meeting of shareholders in 2022.

FNCB’s Board of Directors has four standing committees: Audit Committee, Compensation Committee, Nominating and Governance Committee and Risk Management Committee. The Nominating and Governance Committee is the committee that makes director nominating recommendations to the Board of Directors. The charters of these committees have been approved by the Board of Directors and are each available on FNCB’s website investors.fncb.com.

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The following table shows the current composition of each standing committee of the FNCB Board of Directors, the number of meetings held by such committees during 2022 and the independence and tenure of each director.

William G. Bracey

2014

✔

Gerard A. Champi

2016

Joseph Coccia

1998

✔

William P. Conaboy

2022

✔

Dominick L. DeNaples⁽¹⁾

2023

✔

Joseph L. DeNaples, Esquire

2017

✔

Louis A. DeNaples

1998

✔

Louis A. DeNaples, Jr.

2008

✔

Keith W. Eckel

2014

✔

Kathleen McCarthy Lambert, CPA

2017

✔

Thomas J. Melone, CPA

2011

✔

Number of meetings in 2022

(1)	Dominick L. DeNaples served as Director Emeritus in 2022 and did not serve on any committees in 2022. Mr. DeNaples was re-appointed as director on February 1, 2023. Mr. DeNaples is considered as having tenure of >10 years.

✔	Current Member

C	Chairperson

AUDIT COMMITTEE

The Board of Directors has a standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board of Directors has determined that each of the members of the Audit Committee is independent, as that term is defined by the SEC and in the NASDAQ listing standards related to audit committees. The current Audit Committee charter is available in the Investor Relations section on FNCB’s website at investors.fncb.com by clicking on Governance, Governance Documents and then selecting “Audit Committee Charter.” The principal duties of the Audit Committee, as set forth in its charter, include reviewing and discussing the audited financial statements with management and the independent registered public accounting firm and, based on such reviews and discussions, recommending to the Board of Directors that the audited financial statement be included in FNCB’s annual report on Form 10-K; reviewing significant audit and accounting principles, policies and practices; reviewing the effectiveness of the internal audit function and internal controls over financial reporting; reviewing reports of examination received from regulatory authorities; and reviewing the performance and independence of and recommending, annually, to the Board of Directors the engagement of an independent registered public accounting firm.

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (CONT.)

Currently, the Board has identified Thomas J. Melone, CPA and Kathleen McCarthy Lambert, CPA as Audit Committee financial experts. Mr. Melone qualifies as a financial expert based on his extensive accounting experience as a certified public accountant and as a partner of the Albert B. Melone Company Certified Public Accountants. Ms. Lambert qualifies as a financial expert based on her extensive accounting experience as a certified public accountant and as Chief Financial Officer of McCarthy Tire Service Company and its subsidiaries.

REPORT OF THE AUDIT COMMITTEE

To the Shareholders of FNCB Bancorp, Inc.:

The Audit Committee provides oversight of FNCB’s financial reporting process on behalf of the Board of Directors. Management is responsible for the financial statements and the financial reporting process, including internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the financial statements in the annual report with management, including a discussion of the quality, not just acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

The Audit Committee reviewed and discussed with the independent registered public accounting firm its judgments as to the quality, not just the acceptability, of FNCB’s accounting principles, and such other matters as required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board (PCAOB). The independent registered public accounting firm is responsible for expressing an opinion about whether the financial statements that have been prepared by management, with Audit Committee oversight, are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America. In addition, the Audit Committee has received and reviewed with the independent registered public accounting firm the written disclosures and the letter required by the PCAOB regarding its communications with the Audit Committee concerning its independence from management and FNCB, and considered the compatibility of non-audit services with the independent registered public accounting firm’s independence.

The Audit Committee discussed with FNCB’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and independent registered public accounting firm together and separately, with and without management present, to discuss the results of their examinations, their evaluations of FNCB’s internal controls and the overall quality of FNCB’s financial reporting.

Based on these discussions, the Audit Committee has recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2022, for filing with the Securities and Exchange Commission.

Audit Committee:

Thomas J. Melone, CPA, Chairperson

William G. Bracey

William P. Conaboy, Esquire

Keith W. Eckel

Kathleen McCarthy Lambert, CPA

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COMPENSATION COMMITTEE

The Compensation Committee operates under a written charter that has been approved by the Board of Directors. The charter is reviewed annually by the Compensation Committee with any recommended changes approved by the Board of Directors. The current Compensation Committee charter is available in the Investor Relations section on FNCB’s website at investors.fncb.com by clicking on Governance, Governance Documents and then selecting “Compensation Committee Charter.” As noted above, the Board of Directors has determined that each of the directors serving on this committee qualifies as an “independent” director under the applicable standard. The Compensation Committee is responsible for evaluating and approving FNCB’s compensation plans, policies, and programs. The Compensation Committee has the authority to retain and terminate a compensation consulting firm, including the authority to approve the firm’s fees and other terms of retention. The Compensation Committee also has the authority to delegate responsibility to subcommittees. For a discussion of the role of the Compensation Committee in determining executive and director compensation, see the discussion in the “Executive Compensation” section under the heading entitled– “Overview” below.

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee operates under a written charter that has been approved by the Board of Directors. The charter is reviewed annually by the Nominating and Governance Committee with any recommended changes approved by the Board of Directors. The current Nominating and Governance Committee charter is available in the Investor Relations section on FNCB’s website at investors.fncb.com by clicking on Governance, Governance Documents and then selecting “Nominating and Governance Committee Charter.” The Board of Directors has determined that each of the directors serving on this committee qualifies as “independent” under the applicable standard.

The primary duties and responsibilities of the Nominating and Governance Committee are to:

•

recommend to the Board of Directors for its selection (i) potential nominees for director to stand for election at FNCB’s annual meeting of shareholders, including without limitation, those proposed by shareholders, and (ii) qualified candidates to be considered by the Board of Directors to fill vacancies;

•	consider, in its discretion, qualified candidates based on criteria for selecting new directors;

•	evaluate the background and qualifications of new director candidates;

•	evaluate directors before nomination for reelection; and

•	oversee and make recommendations to the Board of Directors with respect to corporate governance of FNCB.

In recommending director nominees to the Board of Directors, the Nominating and Governance Committee seeks individuals who are qualified to be directors based on the committee’s judgment of the potential candidate’s experience, skills and knowledge of business and management practices. If needed, the Nominating and Governance Committee will use a third-party search firm to assist in finding director candidates. No such firms were engaged to evaluate or assist in identifying potential director nominees in 2022.

The Nominating and Governance Committee and the Board of Directors have not established a specific diversity component in their consideration of candidates for director and instead considers the diversity of directors as part of the overall mix of factors when identifying and evaluating candidates for the Board of Directors. FNCB considers diversity broadly to include differences of viewpoint, professional experience, individual characteristics, qualities, and skills, resulting in naturally varying perspectives among the directors and individual skills that complement the full Board. Therefore, the Board, as a unit, possesses the appropriate skills and experience to oversee FNCB’s business.

The Nominating and Governance Committee will give appropriate consideration to qualified persons recommended by shareholders for nomination as directors and will evaluate such qualified persons in the same manner as other identified candidates, when submitted prior to the shareholder proposal date referred to in the question entitled “When are shareholder proposals and director nominations due for

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (CONT.)

next year’s annual meeting” in the “Questions and Answers About These Proxy Materials” section of this Proxy Statement (the “Proposals Section”), provided such recommendations comply with the advance notice procedures in FNCB’s bylaws, which are summarized in the Proposals Section. Such recommendations must also include sufficient biographical information about the proposed nominee and information required under Rule 14a-19(b) of the Exchange Act to assist the Nominating and Governance Committee in evaluating the qualifications and experience of the proposed nominee, and the proposed nominee’s consent to serving as a director if elected. Shareholders must deliver any proposals or nominations in writing to the Nominating and Governance Committee or the Secretary of FNCB Bancorp, Inc. at its principal executive office, 102 E. Drinker Street, Dunmore, Pennsylvania 18512.

Any nomination for director made by a shareholder not made in accordance with Section 2.16 of FNCB’s bylaws will be disregarded by the presiding officer of the annual meeting, and votes cast for each such nominee will be disregarded by the Judge of Election. In the event that the same person is nominated by more than one shareholder, if at least one nomination for such person complies with Section 2.16, the nomination will be honored, and all votes cast for the nominee will be counted.

Nominations for election to the Board of Directors by a Shareholder

In addition, any shareholder who intends to nominate a candidate for election to the Board of Directors (other than a candidate proposed by FNCB’s then existing Board of Directors) or submit a proposal for consideration at the 2024 annual meeting must comply with the advance notice provisions of FNCB’s bylaws. The advance notice provisions in FNCB’s bylaws require that the additional information required under Sections 1.07 and 1.08 of FNCB’s bylaws must be provided to FNCB by a shareholder submitting a shareholder proposal.

In connection with the nomination of a candidate for director, the advance notice provisions in FNCB’s bylaws require that the additional information required under Section 2.16 of FNCB’s bylaws must be provided to FNCB by an eligible shareholder submitting a shareholder proposal, including the information required under Rule 14a-19(b) of the Exchange Act.

Copies of the full text of the bylaw provision relating to advance notice can be obtained by writing to Joseph Coccia, Secretary, at 102 East Drinker St., Dunmore, PA 18512.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee operates under a written charter that has been approved by the Board of Directors. The charter is reviewed annually by the Risk Management Committee with any recommended changes approved by the Board of Directors. The current Risk Management Committee charter is available in the Investor Relations section on FNCB’s website at investors.fncb.com by clicking on Governance, Governance Documents and then selecting “Risk Management Committee Charter.” The Risk Management Committee is responsible for ensuring management has established an enterprise-wide risk management program and for providing oversight and guidance to management regarding FNCB’s risks. The Risk Management Committee has authority to retain independent counsel, experts and advisors it believes are appropriate in carrying out its duties, including the authority to approve the advisor’s fees and other terms of retention. The Risk Management Committee also has the authority to delegate responsibility to subcommittees.

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BOARD DIVERSITY MATRIX

The Board believes it is important to consider diversity of race, ethnicity, gender, sexual orientation, age, education, cultural background and professional experiences in evaluating board candidates in order to provide practical insights and diverse perspectives. The following table provides an overview of the diversity of our directors and nominees for director.

Board Diversity Matrix as of March 23, 2023
Total Number of Directors	11
	Female	Male	Non-Binary	Did not Disclose Gender
Part I: Gender Identity
Directors	1	10	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	10	—	—
Two or more races or ethnicities	—	—	—	—
LGBTQ+	—
Did not disclose demographic background	—

CODE OF ETHICS

FNCB has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to FNCB’s directors, officers and employees, including the President and Principal Executive Officer (“PEO”), Principal Financial Officer (“PFO”) and Principal Accounting Officer (“PAO”). The Code includes guidelines relating to compliance with laws, the ethical handling of actual or potential conflicts of interest, the use of corporate opportunities, protection and use of FNCB’s confidential information, accepting gifts and business courtesies, accurate financial and regulatory reporting, and procedures for promoting compliance with, and reporting violations of, the Code. The Code is available in the Investor Relations section on FNCB’s website at investors.fncb.com by clicking on Governance, Governance Documents, and then selecting “Code of Business Conduct and Ethics.” FNCB intends to post any amendments to the Code on its website and to disclose any waivers (to the extent applicable to FNCB’s President and PEO, PFO or PAO) on a Form 8-K within the prescribed time period.

SECURITY HOLDER COMMUNICATIONS

Any security holder who wishes to communicate with the Board of Directors may send correspondence to Joseph Coccia, Secretary, at 102 East Drinker St., Dunmore, PA 18512, or by sending an electronic message to corporatesecretary@fncb.com. Mr. Coccia will submit your correspondence to the Board of Directors or the appropriate committee as applicable.

TABLE OF CONTENTS

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE (CONT.)

DIRECTOR COMPENSATION

The following table sets forth information regarding compensation paid to, or earned by, non-employee directors of FNCB during the fiscal year ended December 31, 2022 for service as members of FNCB’s and the Bank’s Boards of Directors as applicable. Directors who also are FNCB or Bank employees (currently Mr. Champi) do not receive any compensation or other fees for service as a Board member.

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

SEC Form DEF 14A filed by FNCB Bancorp Inc.