To: All Member Banks in the Third Federal Reserve District
Attention: Chief Executive Officer
Subject: Nomination and Election of Reserve Bank Directors
The Federal Reserve Bank of Philadelphia will hold an election under the provisions of Section 4 of the Federal Reserve Act for one Class B director for a term that will begin on January 1, 2026. Please note, Group 1 banks, consisting of member banks having a combined capital and surplus of $100 million or greater, and Group 3 banks, consisting of member banks having a combined capital and surplus of $10 million or less, will not be participating in this election since there are no director terms up for election by this group.
Group 2 banks, consisting of member banks having a combined capital and surplus of less than $100 million and greater than $10 million, will nominate and elect one Class B director for a three-year term. Class B director, John Fry, president, Temple University, Philadelphia, Pennsylvania, will be completing his term at the end of this year and is not eligible for reelection.
Action Required to Nominate:
Each bank in Group 2 can nominate one candidate for Class B director. The nomination must be made by an authorized officer and entered through the Federal Reserve Bank of Philadelphia’s election website: Electronic Election Tool. The nomination period begins Thursday, November 6, 2025, and continues through Friday, December 5, 2025.
For a nomination to be counted, it must be executed by an authorized officer. The voting authorizations that have been certified are shown for the banks in Groups 1, 2, and 3 in Attachment II. Any member bank that has not designated an officer or officers, or any bank that desires to change its authorization, should do so by resolution of its board of directors.
Eligibility criteria for Class A and Class B directors are summarized in Attachment I.
The banks comprising Groups 1, 2, and 3 are listed in Attachment II. Group 1 consists of banks having capital and surplus of $100,000,000 or more. Group 2 consists of banks having capital and surplus of $10,000,000, but less than $100,000,000. Group 3 consists of banks having capital and surplus of less than $10,000,000. The group in which a member bank is entitled to vote is determined by its classification using the most recent quarterly data available, even though its capital and surplus may change before the polls close.
When two or more banks are subsidiaries of the same holding company, only one of them may nominate and vote in this election. Section 4 of the Federal Reserve Act, as amended, reads in part as follows: “That whenever any member banks within the same Federal Reserve District are subsidiaries of the same bank holding company within the meaning of the Bank Holding Company Act of 1956, participation in any such nomination or election by such member banks, including such bank holding company if it is also a member bank, shall be confined to one of such banks, which may be designated for the purpose by such holding company.”
Accordingly, banks affected by the foregoing provision of the law are requested to take prompt action to have the appropriate bank holding company designate, if it has not already designated, one of such banks to participate in this nomination and election.
Action Required to Vote:
On November 6, 2025, the Electronic Election Tool will be open to receive nominations. Please log in to the Electronic Election Tool to submit a nominee. The voting polls will open on December 8, 2025, and close at 2:00 p.m. on December 22, 2025.
Additional Information:
Inquiries concerning this circular letter should be directed to Marla Chazin, Office of the Secretary, at (215) 574-3838, or marla.chazin@phil.frb.org.