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Citizens Financial (NASDAQ: CZFS) updates executive pay and adds new director

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Citizens Financial Services, Inc. reported several governance and compensation updates. The board appointed John D. Behm, already a director of First Citizens Community Bank, to the company’s board; he will be compensated under existing non-employee director policies and has no related-party transactions requiring disclosure.

The company amended its Supplemental Executive Retirement Plan to grant CFO Stephen J. Guillaume a benefit equal to 10.0% of his highest average annual cash compensation over any three non-consecutive years within the prior ten years of service. The board also finalized 2025 Annual Incentive Plan bonuses: CEO Randall E. Black received $590,601 in cash, with other named executives receiving cash bonuses ranging from $51,571 to $86,884, plus restricted stock awards of approximately $22,100 for Mr. Guillaume and $23,850 for Jeffrey R. White.

After including these awards, total 2025 compensation reported in the Summary Compensation Table is $1,803,244 for Mr. Black, with other named executives between $371,571 and $482,693. The company also disclosed a CEO pay ratio of 36.9, based on median employee annual compensation of $48,896 and CEO/President total compensation of $1,803,244 for 2025.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO 2025 cash bonus $590,601 Annual Incentive Plan award for Randall E. Black, fiscal 2025
Median employee compensation $48,896 Median annual compensation of all employees for 2025
CEO total compensation $1,803,244 Total annual compensation of CEO/President for 2025
CEO pay ratio 36.9 Ratio of CEO compensation to median employee for 2025
CFO restricted stock award $22,100 Approximate value of restricted stock granted to Stephen J. Guillaume
COO restricted stock award $23,850 Approximate value of restricted stock granted to Jeffrey R. White
CFO SERP percentage 10.0% Percentage of highest average annual cash compensation for SERP benefit
Supplemental Executive Retirement Plan financial
"the Company’s Supplemental Executive Retirement Plan (the “SERP”)"
Annual Incentive Plan financial
"bonuses awarded to the named executive officers under the Company’s Annual Incentive Plan"
CEO pay ratio financial
"we are disclosing the ratio of the pay of our CEO/President to our median employee (pay ratio)"
Item 402(u) of Regulation S-K regulatory
"as required by Section 953(b) ... and Item 402(u) of Regulation S-K"
Dodd-Frank Wall Street Reform and Consumer Protection Act regulatory
"As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act"
A federal law that reshaped how banks, lenders and financial firms are regulated by creating clearer rules, stronger oversight, and a new agency to protect consumers; think of it as updated rules and referees for the financial system to reduce the chance of big failures and abusive practices. Investors care because it changes how firms take risks, how much capital they must hold, and how transparent their activities are, which affects profits, valuation and the safety of customer deposits.
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Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2026
CITIZENS FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
 
Pennsylvania
001-41410
23-2265045
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
15 S Main St.
Mansfield, Pennsylvania
16933
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (570) 662-0444
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading symbol
Name of each exchange on which registered
Common Stock, Par Value $1.00 Per Share
CZFS
Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐ 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1
 
 
 
Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Director Appointment
On June 16, 2026, the Board of Directors of Citizens Financial Services, Inc. (the “Company”), the parent company of First Citizens Community Bank (the “Bank”), appointed John D. Behm to the Company’s Board of Directors. Mr. Behm is a director of the Bank and will continue to serve on the Bank’s Board of Directors.
Mr. Behm’s committee assignments on the Company’s Board of Directors, if any, have not yet been determined. Mr. Behm serves on the Credit Committee and Trust Investment Committee of the Bank’s Board of Directors.
Mr. Behm will be compensated as an non-employee director of the Company in accordance with the compensation policies described in the Company’s Definitive Proxy Statement for the Company’s 2026 Annual Meeting of Shareholders.
There were no arrangements or understandings between Mr. Behm and any other person pursuant to which he was selected as a director. Additionally, there has been no transaction nor are there any proposed transactions between the Company and Mr. Behm that would require disclosure pursuant to Item 404(a) of Regulation S-K.
(e) Amendment to Supplemental Executive Retirement Plan
                On June 16, 2026, the Company entered into an amendment to the Company’s Supplemental Executive Retirement Plan (the “SERP”) to provide a SERP benefit for Stephen J. Guillaume, Executive Vice President, Chief Financial Officer and Treasurer of the Company and of the Bank (the “Fourth Amendment”). The SERP provides Mr. Guillaume with a supplemental retirement benefit equal to a specific percentage (10.0%) multiplied by the highest average annual cash compensation earned by Mr. Guillaume during any three (3) non-consecutive completed calendar years of service in the ten (10) completed calendar years preceding Mr. Guillaume’s termination of employment. The SERP benefits are intended to provide supplemental retirement benefits to the executive. 
The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the text of the Fourth Amendment, filed herewith as Exhibit 10.1, which is incorporated herein by reference.
(f) Determination and Payment of Annual Incentive Plan Awards for Fiscal Year 2025
                On June 16, 2026, the Board of Directors of 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, 2025.  This information was not included in the Summary Compensation Table (the “Summary Compensation Table”) in the Company’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on March 12, 2026 (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 2025. 
                Randall E. Black, who serves as Chief Executive Officer (“CEO”) and President of the Company and of the Bank, David Z. Richards, Jr., who serves as Senior Executive Vice President and Director of Emerging Markets of the Company and of the Bank, Jeffrey L Willson, who serves as Senior Executive Vice President, Chief Credit Officer of the Bank, Mr. Guillaume, and Jeffrey R. White, who serves as Executive Vice President, Chief Operating Officer of the Company and of the Bank, earned cash bonuses in the amounts of $590,601, $86,884, $72,569, $51,571  and $55,704, respectively, which were paid to each such named executive officer in cash. In addition to the cash bonuses, Messrs. Guillaume and White were awarded approximately $22,100 and $23,850, respectively, of restricted stock that will vest over a three year time period.
2
 
                The foregoing bonus amounts, to the extent paid in cash, should be reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for fiscal year 2025.  In addition, the amounts in the Total column of the Summary Compensation Table for fiscal year 2025 for Messrs. Black, Richards, Wilson, Guillaume and White have increased to $1,803,244, $482,693, $454,570, $371,571 and $415,378, respectively.
CEO Pay Ratio
                As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Black, our CEO and President. Such information was not available in full at the time of filing of the Proxy Statement because at such time, Mr. Black’s Annual Incentive Plan award for fiscal year 2025 had not yet been determined.  As permitted by Instruction 6 to Item 402(u) of Regulation S-K, we thus omitted the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K from the Proxy Statement, and have included the required CEO pay ratio disclosure in this Form 8-K.
 
The Compensation/Human Resources Committee monitors the relationship between the compensation of our executive officers and of our non-managerial employees.  This is the eighth year we are disclosing the ratio of the pay of our CEO/President to our median employee (pay ratio).  To determine the median employee, we considered all employees, including full-time, part-time and seasonal employees employed as of the last day of our fiscal year, December 31, 2025. We also considered all wages earned for the fiscal year, including:
 
● Regular pay for salaried and hourly employees.
● Wages for overtime.
● Miscellaneous taxable cash benefits such as cash incentives, cell phone allowance, and referral fee income.
 
For purposes of determining the pay ratio, the total compensation of our CEO/President includes all compensation reported in the Summary Compensation Table.  The total compensation of the median employee was determined in the same manner as was used for the CEO/President in the Summary Compensation Table.
 
Median Annual Compensation of All Employees: $48,896
Total Annual Compensation of CEO/President: $1,803,244
Pay Ratio: 36.9
 
Item 9.01.      Financial Statements and Exhibits.

(d)  Exhibits
 
Exhibit No.
 
Description of Exhibit
10.1
 
Fourth Amendment to the First Citizens Community Bank Supplemental Executive Retirement Plan, dated June 16, 2026
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
3
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
     
 
CITIZENS FINANCIAL SERVICES, INC.
 
 
 
 
 
 
June 22, 2026
By:
/s/ Stephen J. Guillaume
 
 
Stephen J. Guillaume
 
 
Chief Financial Officer
 
 
 
 
0000739421 false 0000739421 2026-06-22 2026-06-22

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Citizens Financial Services (CZFS) disclose?

Citizens Financial Services added John D. Behm to its board of directors. He already serves on First Citizens Community Bank’s board and its Credit and Trust Investment Committees, and will be compensated under existing non-employee director policies with no related-party transactions requiring Regulation S-K Item 404(a) disclosure.

How was the Supplemental Executive Retirement Plan changed for CZFS’s CFO?

The company amended its Supplemental Executive Retirement Plan to grant CFO Stephen J. Guillaume a benefit equal to 10.0% of his highest average annual cash compensation over any three non-consecutive years within the prior ten years, providing an additional layer of retirement income beyond standard qualified plans.

What 2025 cash bonuses did CZFS executives receive under the Annual Incentive Plan?

For fiscal 2025, CEO Randall E. Black received a cash bonus of $590,601. Executives David Z. Richards Jr., Jeffrey L. Willson, Stephen J. Guillaume, and Jeffrey R. White received $86,884, $72,569, $51,571, and $55,704, respectively, all paid in cash under the company’s Annual Incentive Plan.

Did CZFS grant equity awards as part of 2025 executive incentives?

Yes. In addition to cash bonuses, Stephen J. Guillaume received approximately $22,100 of restricted stock and Jeffrey R. White received approximately $23,850. These restricted stock awards will vest over a three-year period, aligning part of their compensation with longer-term company performance.

What were the updated 2025 total compensation figures for CZFS named executives?

After including 2025 incentive awards, total compensation reported is $1,803,244 for CEO Randall E. Black. David Z. Richards Jr., Jeffrey L. Willson, Stephen J. Guillaume, and Jeffrey R. White are reported at $482,693, $454,570, $371,571, and $415,378, respectively, in the Summary Compensation Table.

What CEO pay ratio did Citizens Financial Services (CZFS) report for 2025?

The company reported a CEO pay ratio of 36.9. This compares CEO/President Randall E. Black’s total annual compensation of $1,803,244 to the median employee’s annual compensation of $48,896, calculated across all employees as of December 31, 2025 under Item 402(u) of Regulation S-K.

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