{"url_path":"/sec/czfs/8-k/2026-06-22/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/739421/0000739421-26-000059-index.html","accession_number":"0000739421-26-000059","cik":"0000739421","ticker":"CZFS","issuer_name":"CITIZENS FINANCIAL SERVICES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/739421/0000739421-26-000059-index.html","primary_entity_key":"0000739421","primary_entity_name":"CITIZENS FINANCIAL SERVICES INC"},"word_count":807,"has_tables":true,"body_markdown":"**Item\n5.02.     Departure of Directors or\nCertain Officers; Election of Directors; Appointment of Certain Officers;\nCompensatory Arrangements of Certain Officers**\n\n(d) Director Appointment\n\nOn June\n16, 2026, the Board of Directors of Citizens Financial Services, Inc. (the\n“Company”), the parent company of First Citizens Community Bank (the “Bank”),\nappointed John D. Behm to the Company’s Board of Directors. Mr. Behm is a\ndirector of the Bank and will continue to serve on the Bank’s Board of\nDirectors.\n\nMr. Behm’s\ncommittee assignments on the Company’s Board of Directors, if any, have not yet\nbeen determined. Mr. Behm serves on the Credit Committee and Trust Investment\nCommittee of the Bank’s Board of Directors.\n\nMr.\nBehm will be compensated as an non-employee director of the Company in\naccordance with the compensation policies described in the Company’s Definitive\nProxy Statement for the Company’s 2026 Annual Meeting of Shareholders.\n\nThere\nwere no arrangements or understandings between Mr. Behm and any other person\npursuant to which he was selected as a director. Additionally, there has been\nno transaction nor are there any proposed transactions between the Company and\nMr. Behm that would require disclosure pursuant to Item 404(a) of Regulation\nS-K.\n\n(e) Amendment to Supplemental\nExecutive Retirement Plan\n\n                On\nJune 16, 2026, the Company entered into an amendment to the Company’s\nSupplemental Executive Retirement Plan (the “SERP”) to provide a SERP benefit\nfor Stephen J. Guillaume, Executive Vice\nPresident, Chief Financial Officer and Treasurer of the Company and of the Bank\n(the “Fourth Amendment”). The SERP provides Mr. Guillaume with a supplemental\nretirement benefit equal to a specific percentage (10.0%) multiplied by the\nhighest average annual cash compensation earned by Mr. Guillaume during any\nthree (3) non-consecutive completed calendar years of service in the ten (10)\ncompleted calendar years preceding Mr. Guillaume’s termination of\nemployment. The SERP benefits are intended to provide supplemental\nretirement benefits to the executive. \n\nThe\nforegoing description of the Fourth Amendment is qualified in its entirety by\nreference to the text of the Fourth Amendment, filed herewith as Exhibit 10.1,\nwhich is incorporated herein by reference.\n\n(f) Determination and Payment of Annual Incentive Plan\nAwards for Fiscal Year 2025\n\n                On June 16, 2026, the Board of Directors of the Company\ncompleted its determination of the annual bonus amounts for the Company’s named\nexecutive officers under the Company’s Annual Incentive Plan for the fiscal\nyear ending December 31, 2025.  This\ninformation was not included in the Summary Compensation Table (the “Summary\nCompensation Table”) in the Company’s Definitive Proxy Statement for its 2026\nAnnual Meeting of Shareholders, filed with the U.S. Securities and Exchange\nCommission on March 12, 2026 (the “Proxy Statement”), because the amounts had\nnot been determined at the time of filing of the Proxy Statement.  In accordance with Item 5.02(f) of Form 8-K,\nthis Form 8-K is being filed to update certain compensation disclosures\npreviously included in the Proxy Statement to reflect the bonuses awarded to\nthe named executive officers under the Company’s Annual Incentive Plan for\nfiscal year 2025. \n\n                Randall E. Black, who serves as Chief Executive\nOfficer (“CEO”) and President of the Company and of the Bank, David Z.\nRichards, Jr., who serves as Senior Executive Vice President and Director of\nEmerging Markets of the Company and of the Bank, Jeffrey L Willson, who serves\nas Senior Executive Vice President, Chief Credit Officer of the Bank, Mr.\nGuillaume, and Jeffrey R. White, who serves as Executive Vice President, Chief\nOperating Officer of the Company and of the Bank, earned cash bonuses in the\namounts of $590,601, $86,884, $72,569, $51,571 \nand $55,704, respectively, which were paid to each such named executive\nofficer in cash. In addition to the cash bonuses, Messrs. Guillaume and White\nwere awarded approximately $22,100 and $23,850, respectively, of restricted\nstock that will vest over a three year time period.\n\n2\n\n \n\n                The foregoing bonus amounts, to the extent paid in\ncash, should be reflected in the Non-Equity Incentive Plan Compensation column\nof the Summary Compensation Table for fiscal year 2025.  In addition, the amounts in the Total column\nof the Summary Compensation Table for fiscal year 2025 for Messrs. Black,\nRichards, Wilson, Guillaume and White have increased to $1,803,244, $482,693,\n$454,570, $371,571 and $415,378, respectively.\n\nCEO Pay Ratio\n\n                As required by Section 953(b) of the Dodd-Frank Wall\nStreet Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K,\nwe are providing the following information about the relationship of the annual\ntotal compensation of our employees and the annual total compensation of Mr.\nBlack, our CEO and President. Such information was not available in full at the\ntime of filing of the Proxy Statement because at such time, Mr. Black’s Annual\nIncentive Plan award for fiscal year 2025 had not yet been determined.  As permitted by Instruction 6 to Item 402(u)\nof Regulation S-K, we thus omitted the CEO pay ratio disclosure required by"}