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): May 21, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
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(IRS Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip code)
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Registrant's telephone number, including area code (570 ) 662-0444
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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):
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. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(f) Determination and Payment of
Annual Incentive Plan Awards for Fiscal Year 2024
On May 21, 2025, 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, 2024. This information was not included in the Summary
Compensation Table (the “Summary Compensation Table”) in the Company’s Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders, filed with the U.S. Securities and Exchange Commission on March 6, 2025 (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 2024.
Randall E. Black, who serves as Chief Executive Officer (“CEO”) and President of the Company and
of First Citizens Community Bank (the “Bank”), Mickey L. Jones, who serves as Senior Executive Vice President, Chief Operating Officer and Treasurer 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, and Jeffrey L Willson, who serves as Senior Executive Vice President, Chief Credit Officer of the Bank earned bonuses in the amounts of $545,991, $169,681, $83,265 and
$64,367, respectively, which were paid to each such named executive officer in cash.
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 2024. In addition, the amounts in the Total column of the Summary Compensation Table for fiscal year 2024 for Messrs. Black, Jones Richards and Wilson have
increased to $1,399,597, $497,146, $486,388 and $383,341, 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 2024 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 seventh 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, 2024. We also considered all wages earned for the fiscal year, including:
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Regular pay for salaried and hourly employees.
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Wages for overtime.
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Miscellaneous taxable cash benefits such as cash incentives, cell phone allowance, and referral fee income.
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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: $ 50,586
Total Annual Compensation of CEO/President: $1,399,598
Pay Ratio: 27.7
SIGNATURE
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. |
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May 22, 2025
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By:
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/s/ Stephen J. Guillaume |
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| Stephen J. Guillaume |
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| Chief Financial Officer |
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