On January 22, 2019, Driver Management Company LLC sent a letter to DNB Financial Corporation’s Board of Directors requesting that the Board form a committee of independent directors to (a) immediately engage a qualified financial advisor and, with the advice of such advisor, solicit acquisition proposals for the Company and (b) investigate the payment made to the Company’s former Chief Banking Officer, Vince Liuzzi, pursuant to Vince Liuzzi’s severance agreement with the Company, as well as the Company’s disclosures to investors regarding the payment. Driver Management Company stated that the letter also invited the Board to contact Driver Management Company to discuss these matters.