Kish Bancorp : Proxy Statement - 2023

KISH BANCORP, INC.

PROXY STATEMENT FOR THE ANNUAL MEETING OF

SHAREHOLDERS TO BE HELD ON MAY 18, 2023

Introduction, Date, Time and Place of Meeting

This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors of Kish Bancorp, Inc., a Pennsylvania business corporation (the "Corporation"), of proxies to be voted at the Annual Meeting of Shareholders of the Corporation to be held at the Kish Bank Innovation Center, 7920 State Route 655, Reedsville, Pennsylvania 17084, on Thursday, May 18, 2023, at 5:30 p.m., prevailing time, or at any adjournment or postponement of the Annual Meeting.

The headquarters of the Corporation is located at 4255 East Main Street, Belleville, Pennsylvania 17004. The principal executive offices of the Corporation are located at 2610 Green Tech Drive, State College, Pennsylvania 16803. The telephone number for the Corporation is (717) 667-9208. All inquiries should be directed to William P. Hayes, Chairman and Chief Executive Officer of the Corporation. Kish Bank (the "Bank") is a wholly-owned subsidiary of the Corporation.

Solicitation and Voting of Proxies

This Proxy Statement and the enclosed form of proxy (the "Proxy") are first being sent to shareholders of the Corporation on or about April 17, 2023.

Shares represented by proxies on the accompanying Proxy, if properly signed and returned, or voted via internet, QR code or phone, will be voted in accordance with the specifications made thereon by the shareholder. Any Proxy not specifying to the contrary will be voted for the election of the five nominees named. Execution and return of the enclosed Proxy will not affect a shareholder's right to participate in the Annual Meeting. The cost of preparing, assembling, printing, mailing and soliciting Proxies will be borne by the Corporation.

If your Kish Bancorp stock is registered in the name of a bank or brokerage firm, you may also may be eligible to vote your shares electronically by internet, by the QR code on your Proxy Card, or by telephone. Many banks and brokerage firms participate in online programs that provide eligible shareholders who receive a paper copy of this Proxy Statement the opportunity to vote by internet, by QR code or by telephone. If your bank or brokerage firm is participating in one of these programs, your Proxy Card will contain instructions for voting by internet, by QR code or by telephone. If your Proxy Card does not reference internet, QR code or telephone information, please complete and return the Proxy Card in the enclosed self-addressed,postage-paid envelope.

In addition to the use of the mail, certain directors, officers and employees of the Corporation may personally solicit proxies. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries to forward proxy solicitation material to the beneficial owners of stock held of record by these persons and, upon request therefore, the Corporation will reimburse them for their reasonable forwarding expenses.

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Revocability of Proxy

A shareholder who returns a Proxy may revoke the Proxy at any time before it is voted only (1) by giving written notice of revocation to Robert S. McMinn, Secretary, Kish Bancorp, Inc., P.O. Box 917, 4255 East Main Street, Belleville, Pennsylvania 17004; (2) by executing a later-dated Proxy and giving written notice thereof to the Secretary of the Corporation; or (3) by voting in person after giving written notice to the Secretary of the Corporation. If you are a shareholder whose shares are held in an account at a bank or brokerage firm, you will need additional documentation from that institution to revoke your Proxy.

Voting Securities

At the close of business on March 1, 2023, the Corporation had 2,636,459 issued and outstanding shares of common stock. This is the only authorized class of stock (the "Common Stock").

Only holders of Common Stock of record at the close of business on Wednesday, March 1, 2023, will be entitled to notice of and to vote at the Annual Meeting. Cumulative voting rights do not exist with respect to the election of directors. On all matters to come before the Annual Meeting, each share of Common Stock is entitled to one vote.

Quorum

The presence, in person or by Proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast shall constitute a quorum for the transaction of business at the Annual Meeting.

PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK

Principal Owners

The following table sets forth, as of March 1, 2023, the name of each person who owns of record or who is known by the Board of Directors to be the beneficial owner of more than five percent (5%) of the Common Stock, the number of shares beneficially owned by such person and the percentage of the Common Stock so owned.

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Beneficial Ownership by Directors and Nominees

The following table sets forth, as of March 1, 2023, the amount and percentage of the Common Stock of the Corporation beneficially owned by each director, each nominee and the directors and nominees as a group.

1. The securities "beneficially owned" by an individual are determined in accordance with the definitions of "beneficial ownership" set forth in the General Rules and Regulations of the Securities and Exchange Commission and may include securities owned by or for the individual's spouse and minor children and any other relative who has the same home, as well as securities to which the individual has or shares voting or investment power or has the right to acquire beneficial ownership within 60 days after March 1, 2023. Beneficial ownership may be disclaimed as to certain of the securities. William Hayes is the registered owner of 14,500 shares of restricted stock that are included in his total. 77,171 shares are registered in the Kish Bank Retirement Savings Plan of which William Hayes is one of two trustees. These shares are not included in William Hayes' total.
2. Information furnished by the Corporation.
3. A Class 1 Director whose term expires in 2023
4. A Class 2 Director whose term expires in 2024
5. A Class 3 Director whose term expires in 2025

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ELECTION OF DIRECTORS

Unless otherwise instructed, the Proxy holders will vote the Proxies received by them for the election of the nominees named. If any nominee should become unavailable for any reason, Proxies will be voted in favor of a substitute nominee as the Board of Directors of the Corporation shall determine. The Board of Directors have no reason to believe that the nominees named will be unable to serve if elected. Any vacancy occurring on the Board of Directors of the Corporation for any reason may be filled by a majority vote of the full Board of Directors.

There is no cumulative voting for the election of the directors. Each share of Common Stock is entitled to cast only one vote for each nominee. For example, if a shareholder owns ten (10) shares of Common Stock, he or she may cast up to ten votes for each of the directors in the class to be elected.

The Board of Directors of the Corporation elects individuals to serve on the Bank's Board of Directors. When appropriate for governance of the Corporation and the Bank, the composition of the Bank's Board of Directors may include individuals who do not serve as directors of the Corporation. Similarly, the Corporation's Board of Directors may from time to time include individuals who do not serve as directors of the Bank.

INFORMATION AS TO NOMINEES, DIRECTORS AND OFFICERS

The following table contains certain information with respect to Class 1, 2, and 3 Directors.

CLASS 1 DIRECTORS

WHOSE TERMS EXPIRE IN 2023

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CLASS 2 DIRECTORS

WHOSE TERMS EXPIRE IN 2024

1. Member of the Bank's Audit and Compliance Committee. The Audit and Compliance Committee consists of at least three (3) outside directors, responsible for monitoring, overseeing, and assessing the Company's accounting and financial reporting processes; the quality and integrity of the Company's financial statements, including audits of the financial statements; the performance of the Company's internal audit function, including audits performed by the Bank's risk management team; the qualifications, independence and performance of the independent auditor; and compliance with applicable legal and regulatory financial accounting requirements. The Committee met 4 times in 2022.
2. Member of the Corporation's and the Bank's Risk Committee. The Risk Committee consists of at least four (4) outside directors appointed by the Board of Directors. The Committee provides overall governance oversight of the risk facing the Company, including its policies, procedures, and practices relating to overall enterprise risk management as well as the management of strategic, reputational, technology, cybersecurity, credit (asset), financial, liquidity, market, operational, and other types of risk faced by the Company. Enterprise risk reflects the potential of various independent areas of risk to combine in an aggregate fashion and threaten the viability of the company. Aggregating risk levels can be

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