Citizens Financial Services Inc. - Form 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed by Citizens Financial Services Inc. (CZFS), the parent company of First Citizens Community Bank, on June 16, 2026. The report discloses corporate governance changes, executive compensation updates for fiscal year 2025, and the determination of the CEO pay ratio.
Key Financial Metrics and Compensation
The filing does not provide consolidated revenue, profit, cash flow, or debt metrics for the company. It focuses exclusively on executive compensation and the CEO pay ratio for the fiscal year ended December 31, 2025.
- CEO Total Compensation (Randall E. Black): $1,803,244
- Median Employee Annual Compensation: $48,896
- CEO Pay Ratio: 36.9 to 1
- Named Executive Officer (NEO) Cash Bonuses (FY 2025):
- Randall E. Black (CEO): $590,601
- David Z. Richards, Jr.: $86,884
- Jeffrey L. Willson: $72,569
- Stephen J. Guillaume (CFO): $51,571
- Jeffrey R. White: $55,704
- Restricted Stock Awards: Stephen J. Guillaume ($22,100) and Jeffrey R. White ($23,850), vesting over three years.
Material Changes and Corporate Actions
The following material events occurred on June 16, 2026:
- Director Appointment: John D. Behm was appointed to the Company's Board of Directors. He previously served on the Bank's Board and will continue to do so. His committee assignments on the Company's Board are pending.
- Executive Retirement Plan Amendment: The Company amended its Supplemental Executive Retirement Plan (SERP) for Stephen J. Guillaume (CFO). The amendment provides a benefit equal to 10.0% of his highest average annual cash compensation earned during any three non-consecutive completed calendar years within the ten years preceding termination.
- Compensation Disclosure Update: Annual incentive plan awards for FY 2025 were finalized and disclosed, updating figures previously omitted from the 2026 Proxy Statement.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, financial outlook, or discussion of material risks and contingencies. It is a current report strictly limited to the disclosure of specific corporate events and compensation data.
Key Facts for Investor Verification
- Verify the total compensation figures for Named Executive Officers in the updated Summary Compensation Table for fiscal year 2025.
- Confirm the terms of the Fourth Amendment to the SERP for the CFO, specifically the 10% benefit calculation methodology.
- Review the CEO pay ratio of 36.9:1 and the methodology used to determine the median employee compensation ($48,896).
- Monitor future announcements regarding committee assignments for the newly appointed director, John D. Behm.