Driver Management Nominates Three Highly-Qualified, Independent Candidates for Election to Codorus Valley Bancorp’s Board of Directors - Seite 2

Since June 2021, we have tried to engage the Board in a candid and frank discussion regarding Codorus Valley’s performance and prospects. Rather than participate in serious discussions, the Board and Mr. Kauffman seem to prefer pointless conversations about vague, aspirational plans untethered to actual performance. In addition, despite our many requests, the Board has categorically refused to provide any information regarding executive compensation arrangements that we believe clearly create a conflict of interest between management and shareholders and were adopted without the requisite care. At this point, we feel compelled to nominate candidates who we believe can be agents of change in the boardroom and help unlock the significant value trapped within Codorus Valley's underperforming shares.”

Our nominees are:

Aashish R. Kamat

Mr. Kamat holds audit and accounting expertise with extensive executive experience in banking and capital markets. Mr. Kamat is a Senior Advisor and former Co-Managing Partner at GCC Asia Growth Fund Limited, a small-cap investment vehicle. Previously, Mr. Kamat served as Chief Executive Officer and Country Head of the India division of UBS Group AG (NYSE: UBS). Earlier in his career, Mr. Kamat also held roles at JPMorgan Chase & Co. (NYSE: JPM), Bank of America Corporation (NYSE: BAC) and Coopers & Lybrand LLP (n/k/a PricewaterhouseCoopers LLP). Mr. Kamat is a Certified Public Accountant and holds a B.A. in Accounting and Finance from Franklin & Marshall College.

John E. Kiernan

Mr. Kiernan possesses significant public company executive experience and capital markets expertise. Mr. Kiernan currently serves as the Chief Executive Officer, President and director of Alico, Inc. (NASDAQ: ALCO), the largest citrus producer in the U.S. Previously, Mr. Kiernan worked at International Business Machines Corporation (NYSE: IBM), Susquehanna International Group, LLP and Bear Stearns Companies, Inc. (formerly NYSE: BSC). He holds a B.A. in Finance and History, summa cum laude, from Saint Vincent College, a J.D. from the University of Virginia School of Law and an M.B.A. from the University of Virginia Darden Graduate School of Business Administration.