Driver Management Nominates Three Highly-Qualified, Independent Candidates for Election to Codorus Valley Bancorp’s Board of Directors

Driver Management Company LLC (together with its affiliates, “Driver” or “we”), the beneficial owner of 6.72% of the outstanding shares of Codorus Valley Bancorp, Inc. (NASDAQ: CVLY) (“Codorus Valley” or the “Company”), today issued a statement regarding its decision to nominate three highly-qualified and independent candidates for election to the Company's Board of Directors (the "Board") at the 2022 Annual Meeting of Shareholders (the "Annual Meeting").

Abbott Cooper, Driver’s founder and managing member, commented:

“Like many shareholders, we are unhappy with Codorus Valley’s long-term underperformance. While Larry Miller was, in our opinion, a terrible Chief Executive Officer, simply replacing him with Craig Kauffman is not the answer. Mr. Kauffman has never been a CEO and brings limited experience as the officer of a public company. In our view, he has failed to communicate a viable plan to deliver value to long-suffering shareholders or acknowledge our concerns and, if the fourth quarter is any indication, Mr. Kauffman may prove to be even worse than Mr. Miller at creating shareholder value.

To state what we think should be obvious, Codorus Valley is a public company owned by its shareholders and we believe the current Board lacks the ownership mentality necessary to overturn years of financial underperformance and explore all avenues to value creation without bias. We seriously question the process that led to Mr. Kauffman being named CEO of the Company since it appears that he does not understand shareholder expectations or has a focus on creating shareholder value. Unlike the current Board, we do not think Mr. Kauffman “deserves” to be CEO simply due to his loyalty to Mr. Miller. To suggest that it is Mr. Kauffman’s “turn” to be CEO is offensive and we believe it reflects a fundamental disregard for shareholder value.

Under Mr. Kauffman’s leadership thus far, Codorus Valley’s performance has gone from bad to worse. We think that the 0.46% return on average assets and 5.46% return on average equity reported by the Company for the fourth quarter are simply unacceptable and indicative of fundamental problems that will not be solved by replacing Mr. Miller with his understudy. Put simply, the status quo (which Mr. Kauffman represents) isn’t working for Codorus Valley. We believe our nominees will bring the right perspectives and experience to a Board that appears more focused on rewarding management for poor performance than creating shareholder value.