CITIZENS FINANCIAL SERVICES INC
For the period ended Apr 21, 2026. Filed Mar 12, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 21, 2026 · Filed Mar 12, 2026
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| [x] | Filed by the Registrant |
|---|---|
| [ ] | Filed by a party other than the Registrant |
| Check the appropriate box: | |
| [ ] | Preliminary Proxy Statement |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [x] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material Under Rule 240.14a-12 |
Citizens Financial Services, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| [x] | No fee required. |
|---|---|
| [ ] | Fee paid previously with preliminary materials. |
| [ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
15 South Main Street
Mansfield, Pennsylvania 16933
570-662-2121
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 2026
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of Citizens Financial Services, Inc. (the “Company”) will be held at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania, at 10:00 a.m., local time, on Tuesday, April 21, 2026, for the following purposes:
| 1. | To elect five Class 3 directors to serve for three-year terms, and until their successors are duly elected and qualified; |
| 2. | To ratify the appointment of S.R. Snodgrass, P.C., Certified Public Accountants, as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026; |
| 3. | To approve the Citizens Financial Services, Inc. 2026 Equity Incentive Plan; |
| 4. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
NOTE: The Board of Directors is not aware of any other business to come before the meeting.
Record holders of the Company’s common stock at the close of business on March 2, 2026 are entitled to receive notice of the Annual Meeting and any adjournment or postponement of the meeting.
Instead of mailing a printed copy of our proxy materials, including our 2025 Annual Report to Shareholders, to each shareholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders.
Accordingly, on March 12, 2026, we began mailing the Notice of Internet Availability of Proxy Materials (the “Notice”), or our proxy statement if you previously elected to receive a printed copy of the materials, to all shareholders of record as of March 2, 2026 and posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all shareholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. The Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
If you previously elected to receive a printed copy of the materials, we have enclosed a copy of our 2025 Annual Report to Shareholders with this Notice and Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
Randall E. Black
Chief Executive Officer and President
March 12, 2026
Mansfield, Pennsylvania
IMPORTANT: The prompt return of proxies will save the Company the expense of further requests for proxies in order to ensure a quorum. Shareholders of record may submit a proxy by Internet or by requesting a printed copy of the proxy materials and using the enclosed proxy card. You can also vote in person during the Annual Meeting. Voting instructions are printed on your proxy card or vote authorization.
| Table of Contents | |||
|---|---|---|---|
| Page | |||
| GENERAL INFORMANTION ABOUT VOTING | |||
| Who Can Vote at the Meeting | 1 | ||
| Attending the Meeting | 1 | ||
| Quorum and Vote Required | 1 | ||
| Quorum | 1 | ||
| Votes Required for Proposals | 1 | ||
| How We Count Votes | 2 | ||
| Voting By Proxy | 2 | ||
| CORPORATE GOVERNANCE AND BOARD MATTERS | |||
| Director Independence | 3 | ||
| Board Leadership Structure and Board’s Role in Risk Oversight. | 3 | ||
| Code of Ethics | 3 | ||
| Committees of the Board of Directors | 4 | ||
| Audit and Examination Committee | 4 | ||
| Compensation/Human Resource Committee. | 4 | ||
| Goveranance and Nominating Committee | 5 | ||
| Governance and Nominating Committee Procedures. | 6 | ||
| Minimum Qualifications | 6 | ||
| Process for Identifying and Evaluating Nominees | 6 | ||
| Board Diversity | 7 | ||
| Consideration of Recommendations by Shareholdes | 7 | ||
| Procedures to be Followed by Shareholders | 7 | ||
| Board Refreshment | 7 | ||
| Director Skills Summary | 8 | ||
| Environmental, Social and Governance | 8 | ||
| Economic Impact, Community Revitalization and National Recognition | 9 | ||
| Clawback Policy | 10 | ||
| Hedging Policy | 10 | ||
| Insider Trading Policy | 10 | ||
| Director Compensation | 10 | ||
| Meetings of the Board of Directors | 12 | ||
| Meetings of the Regional Board | 12 | ||
| Attendance at the Annual Meeting | 12 | ||
| Director Education | 12 | ||
| AUDIT-RELATED MATTERS | |||
| Report of the Audit and Examination Committee. | 13 | ||
| Audit Fees | 14 | ||
| STOCK OWNERSHIP | |||
| Stock Ownership of Management and Directors. | 15 | ||
| Stock Ownership of 5% Sharheolders | 16 | ||
| ITEMS TO BE VOTED ON BY SHAREHOLDERS | |||
| Item 1 – Election of Directors. | 17-19 | ||
| Executive Officers Who Are Not Directors | 19 | ||
| Item 2 – Ratificatin of Independent Registered Public Accounting Firm | 20 | ||
| Item 3 – Approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan | 20-29 | ||
| Item 4 – Advisory Vote on Exeuctive Compensation | 29 | ||
| COMPENSATION DISCUSSION AND ANALYSIS | |||
|---|---|---|---|
| Overview | 30 | ||
| Executive Summary | 30 | ||
| Fiscal Year 2025 Company Performance | 30 | ||
| Fiscal Year 2025 Compensation Decisions | 31 | ||
| Say-on-Pay | 32 | ||
| Compensation Philosophy | 32 | ||
| Elements of Our Compensation and Benefits Program | 32 | ||
| Base Salary | 33 | ||
| Performance-Based Compensation | 33 | ||
| Performance Measures Under the Annual Incentive Plan for 2025 | 34 | ||
| Long-Term Equity Incentives/Stock Grant Practices | 34 | ||
| Retirement Benefits | 35 | ||
| Employement Agreement and Change in Control Serverance Agreements | 35 | ||
| Role of Compensation/Human Resoure Committee | 36 | ||
| Role of Management | 36 | ||
| Role of Compensation Consultant | 36 | ||
| Peer Group | 37 | ||
| Executive Perquisities | 37 | ||
| Stock Ownership Guidelines | 37 | ||
| Tax and Accounting Considerations | 37 | ||
| EXECUTIVE COMPENSATION | |||
| Summary Compensation Table | 38 | ||
| CEO Pay Ratio | 39 | ||
| Pay Versus Performance | 39-41 | ||
| Relationship Between Pay and Performance | 41 | ||
| Employement Agreement | 43 | ||
| Change in Control Severance Agreements | 44 | ||
| Grants of Plan-Based Awards During 2025 | 44 | ||
| Outstanding Equity Awards at December 31, 2025 | 46 | ||
| Stock Awards Vested During 2025 | 46 | ||
| Retirement Benefits | 47 | ||
| Pension Benefits at December 31, 2025 | 48 | ||
| Potential Post-Termination Benefits | 49-52 | ||
| OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS | 53-54 | ||
| SUBMISSIONS OF BUSINESS PROPOSALS AND SHAREHOLDER NOMINATIONS | 54 | ||
| SHAREHOLDER COMMUNICATIONS | 55 | ||
| MISCELLANEOUS | 55 | ||
| APPENDIX A – CITIZENS FINANCIAL SERVICES, INC. 2026 EQUITY INCENTIVE PLAN | 56 | ||
| APPENDIX B – RECONCILIATION OF NON-GAAP TO GAAP MEASURES | 57 | ||
| PROXY CARD | 58-59 | ||
PROXY STATEMENT
OF
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Citizens Financial Services, Inc., (the “Company”), a Pennsylvania corporation headquartered at 15 South Main Street, Mansfield, Pennsylvania 16933, to be used at the Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held at First Citizens Community Bank, 11499 Route 6, Wellsboro, Pennsylvania, on Tuesday, April 21, 2026 at 10:00 a.m. local time. The Proxy Statement, Notice of Internet Availability of Proxy Materials and the proxy card were first made available on March 12, 2026 to shareholders of record as of March 2, 2026.
GENERAL INFORMATION ABOUT VOTING
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.