Citizens Financial Services Inc. Reports Board and Executive Compensation Changes

TL;DR

CFS board shakeup and exec pay adjustments announced.

AI Summary

Citizens Financial Services Inc. announced on June 3, 2024, changes related to its board of directors and executive compensation. Specifically, the company reported the departure of a director and the election of a new director, along with updates to the compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing details routine corporate governance and compensation matters without indicating significant financial distress or strategic shifts.

Key Players & Entities

• CITIZENS FINANCIAL SERVICES INC (company) — Registrant
• Pennsylvania (location) — State of incorporation
• 001-41410 (company) — SEC File Number
• 23-2265045 (company) — IRS Employer Identification No.
• 15 S MAIN ST MANSFIELD, Pennsylvania 16933 (location) — Principal executive offices address
• June 3, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.00 — ch registered Common Stock, Par Value $1.00 Per Share CZFS NASDAQ Capital Marke
• $519,918 — Bank, earned bonuses in the amounts of $519,918 and $230,541, respectively, which were
• $230,541 — bonuses in the amounts of $519,918 and $230,541, respectively, which were paid to each
• $80,236 — e Bank, earned a bonus in the amount of $80,236, of which 70% was paid in cash and 30%
• $24,035 — value of the Restricted Share Award is $24,035, computed in accordance with Financial
• $43.15 — ny's common stock on the date of grant ($43.15 per share). The Restricted Share Award
• $1,259,325 — k, Jones and Richards have increased to $1,259,325, $752,718 and $463,747, respectively.
• $752,718 — Richards have increased to $1,259,325, $752,718 and $463,747, respectively. CEO Pay Ra
• $463,747 — e increased to $1,259,325, $752,718 and $463,747, respectively. CEO Pay Ratio As requ
• $41,841 — n Annual Compensation of All Employees: $41,841 Total Annual Compensation of CEO/Pres
• $1,260,061 — l Annual Compensation of CEO/President: $1,260,061 Pay Ratio: 30.1 SIGNATURE Pursuant

Filing Documents

• incentivepayout2023.htm (8-K) — 29KB
• 0000739421-24-000036.txt ( ) — 162KB
• czfs-20240603.xsd (EX-101.SCH) — 4KB
• czfs-20240603_lab.xml (EX-101.LAB) — 21KB
• czfs-20240603_pre.xml (EX-101.PRE) — 16KB
• incentivepayout2023_htm.xml (XML) — 4KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (f) Determination and Payment of Annual Incentive Plan Awards for Fiscal Year 2023 On June 3, 2024, the Board of Directors of Citizens Financial Services, Inc. (the "Company") completed its determination of the annual bonus amounts for the Company's named executive officers under the Company's Annual Incentive Plan for the fiscal year ending December 31, 2023. This information was not included in the Summary Compensation Table (the "Summary Compensation Table") in the Company's Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on March 7, 2024 (the "Proxy Statement"), because the amounts had not been determined at the time of filing of the Proxy Statement. In accordance with Item 5.02(f) of Form 8-K, this Form 8-K is being filed to update certain compensation disclosures previously included in the Proxy Statement to reflect the bonuses awarded to the named executive officers under the Company's Annual Incentive Plan for fiscal year 2023. Randall E. Black, who serves as Chief Executive Officer ("CEO") and President of the Company and of First Citizens Community Bank (the "Bank"), and Mickey L. Jones, who serves as Senior Executive Vice President, Chief Operating Officer and Treasurer of the Company and of the Bank, earned bonuses in the amounts of $519,918 and $230,541, respectively, which were paid to each such named executive officer in cash. David Z. Richards, Jr., who serves as Senior Executive Vice President and Director of Emerging Markets of the Company and of the Bank, earned a bonus in the amount of $80,236, of which 70% was paid in cash and 30% was paid in the form of an award of restricted shares of the Company's common stock granted under the Company's 2016 Equity Incentive Plan (the "Restricted Share Award"). The Restr

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View this 8-K filing on SEC EDGAR