CITIZENS FINANCIAL SERVICES INC 8-K

What Happened

• On June 16, 2026, Citizens Financial Services, Inc. (parent of First Citizens Community Bank) filed an 8‑K (Item 5.02) announcing three governance/compensation actions: the Board appointed John D. Behm to the Company’s Board of Directors (he remains a director of the Bank), the Company amended its Supplemental Executive Retirement Plan (SERP) to provide a benefit for Executive VP/CFO/Treasurer Stephen J. Guillaume, and the Board completed its determination of annual incentive (bonus) awards for fiscal year 2025. The Fourth Amendment to the SERP is filed as Exhibit 10.1.

Key Details

• Director appointment: John D. Behm appointed to the Company’s Board on June 16, 2026; he will continue serving on the Bank’s Board. Committee assignments for the Company board have not yet been set. He will be paid as a non‑employee director under the Company’s existing proxy-disclosed policies.
• SERP amendment: The Fourth Amendment adds a SERP benefit for Stephen J. Guillaume that equals 10.0% × the highest average annual cash compensation earned by Mr. Guillaume during any three non‑consecutive completed calendar years of service within the ten completed calendar years preceding termination.
• Annual incentive awards: The Board finalized 2025 annual bonus amounts for the Company’s named executive officers on June 16, 2026. These amounts were not included in the Company’s March 12, 2026 proxy filing because they were not yet determined at that time.

Why It Matters

• Director appointment affects Board composition and oversight; investors should note Mr. Behm’s continued role at the Bank and that his Company board committee assignments and specific director compensation follow existing proxy policies.
• The SERP amendment creates a defined supplemental retirement benefit for the CFO tied to his historical compensation (a 10% multiplier), which could increase the Company’s long‑term compensation obligations and will be relevant to executive compensation disclosures and future liability calculations.
• Finalizing the 2025 annual incentive awards resolves amounts previously omitted from the proxy disclosure; investors looking for executive pay details should expect these awards to appear in subsequent disclosures or in updated compensation tables.