Not independent
Tenure on this board
22.4 yrs
5 nominees · 4 ballot items.
Election of five Class 3 directors; Ratification of S.R. Snodgrass, P.C. as independent auditors; Approval of the 2026 Equity Incentive Plan; Advisory (non-binding) vote to approve named executive officers’ compensation.
Elect five Class 3 directors to serve three-year terms.
Ratify the appointment of S.R. Snodgrass, P.C. as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve the 2026 Equity Incentive Plan to authorize equity awards (options, SARs, restricted stock, RSUs, etc.) and reserve up to 250,000 shares.
The proposal requests shareholder approval of the Citizens Financial Services, Inc. 2026 Equity Incentive Plan, which the Board adopted on February 17, 2026, subject to shareholder approval. Management seeks authority to grant various equity awards—options, SARs, restricted stock, RSUs, deferred stock units, unrestricted stock, dividend equivalent rights, and other equity-based awards—to employees, non-employee directors, and consultants to attract, retain, and incentivize key personnel. The plan reserves up to 250,000 shares, includes limits on option repricing without shareholder approval, prohibits evergreen share replenishment, has a one-year minimum holding period for awarded shares, caps non-employee director awards, uses market-based pricing for options and SARs, and contains change-in-control provisions governing vesting and cash-outs. Management argues approval is necessary because the prior 2016 plan expired, and without the new plan the company would be unable to grant equity awards, impairing compensation programs and recruitment/retention efforts. The Board unanimously recommends a “FOR” vote, citing alignment of management and shareholder interests, governance protections, and standard market practices embedded in the plan.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the named executive officers’ compensation as disclosed in the proxy statement. Management presents details in the Compensation Discussion & Analysis, including pay philosophy, performance metrics, and pay-for-performance alignment. The Compensation/Human Resource Committee designed compensation with an emphasis on base salary, performance-based cash incentives, and long-term equity awards to align executives with shareholder interests. The board argues the program is market-competitive, ties pay to performance metrics such as return on equity and efficiency relative to peers, and includes governance features like independent committee oversight and consultant input. The advisory vote is non-binding, but the committee will consider results in future compensation decisions. The Board unanimously recommends a “FOR” vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 201,701 | $12M |
| 2 | BlackRock, Inc. | 3.5% | 168,852 | $10M |
| 3 | BlackRock, Inc. | 2.5% | 120,568 | $7M |
| 4 | CITIZENS NORTHERN CORP | 2.4% | 117,063 | $7M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 95,571 | $6M |
| 6 | STATE STREET CORP | 2.0% | 93,930 | $6M |
| 7 | AMERICAN CENTURY COMPANIES INC | 0.9% | 44,186 | $3M |
| 8 | Hudock, Inc. | 0.8% | 40,787 | $2M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 0.8% | 37,616 | $2M |
| 10 | NORTHERN TRUST CORP | 0.7% | 33,937 | $2M |
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