DEF 14A of Citizens & Northern Corp, Mar 13, 2026

DEF 14A of Citizens & Northern Corp

Filed Mar 13, 2026 · FY20250001104659-26-027576

Open on EDGAR

  1. TABLE OF CONTENTS

    | Executive Compensation Tables | 29-32 | | Summary Compensation Table | | | Grants of Plan-Based Awards | | | Outstanding Equity Awards at Fiscal Year-End | | | Option Exercises and Stock Vested | | | CEO Pay Ratio | 32-33 | | Pay Versus Performance | 33-38 | | Pay Versus Performance | | | Compensation Actually Paid vs. CZNC and Peer Group Total Shareholder Return | | | Compensation Actually Paid vs. Net Income | | | Compensation Actually Paid vs. PPNR-NCOs | | | Employment Agreements | 39-40 | | Change in Control Agreement | 40 | | Potential Payments Upon Termination or Change in Control | 41 | | Indemnification Agreements | 42 | | Compensation of Directors | 42-43 | | Director Summary Compensation Table | | | Director Fees | | | Stock Incentive Plans | | | Proposal 2 – Advisory Non-Binding Vote on Executive Compensation | 44 | | Proposal 3 – Ratification of Independent Registered Public Accounting Firm | 44 | | Fees of Independent Registered Public Accounting Firm | 44-45 | | Audit Committee Report | 45 | | Annual Report on Form 10-K | 45 | | Other Matters | 45 | | Appendix A – Reconciliation of U.S. GAAP to Non-GAAP Measures | 46-47 |

  2. PROPOSAL 1 -- ELECTION OF DIRECTORS

    PROPOSAL 1 -- ELECTION OF DIRECTORS

  3. Board of Directors

    Board of Directors Our Articles of Incorporation provide that the Board of Directors shall consist of not less than five (5) or more than twenty-five (25) directors and that within these limits the number of directors shall be as established by the Board of Directors. The Articles further provide that the Board shall be classified into three classes, as nearly equal in number as possible. One class of directors is elected annually, and the term for each class is three (3) years. Any vacancy occurring on the Board of Directors, for any reason, may be filled by a majority of directors then in office to serve until the expiration of the term of the vacancy. There are currently eleven (11) members of the Corporation’s Board of Directors. At the 2026 Annual Meeting, one Class II director is to be elected to serve for a two (2)-year term and three (3) Class III directors are to be elected to serve for three (3) year terms.

  4. Nominees for Election

    Nominees for Election The Board of Directors proposes the nominee Christian C. Trate be elected as a Class II director for a term expiring at the 2028 Annual Meeting and proposes the following three (3) nominees be elected as Class III directors for terms expiring at the 2029 Annual Meeting of Shareholders: Aaron K. Singer, Stephen M. Dorwart, and J. Bradley Scovill. Each nominee currently serves as a director of the Corporation. The election of directors is subject to a majority vote requirement under which any director who does not receive a majority of the votes cast in an uncontested election must tender his or her resignation as a director of the Corporation via the Chairperson of the Corporate Governance and Nominating Committee. A director whose resignation is under consideration shall abstain from participating in any recommendation or decision regarding that resignation. The Corporate Governance and Nominating Committee shall make a recommendation to the Board whether to accept, reject or otherwise act with respect to the tendered resignation. Notwithstanding the foregoing, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. Unless otherwise instructed, proxies received from shareholders will be voted for the nominees named in this proxy statement. If a nominee should become unavailable for any reason, proxies will be voted for a substitute nominee determined by the Board of Directors. The Board of Directors has no reason to believe that the nominees will be unable to serve if elected. Cumulative voting does not exist in the election of directors. Each share of Corporation common stock is entitled to cast one vote for each nominee. For example, if a shareholder owns ten shares of common stock, he or she may cast up to ten votes for each of the four nominees to be elected. The Board of Directors recommends a vote “FOR” the election of the nominees identified above, each of whom has consented to be named as a nominee and to serve if elected.

  5. Nominees as Class III Directors for terms expiring at the 2029 Annual Meeting

    Nominees as Class III Directors for terms expiring at the 2029 Annual Meeting

  6. Continuing Class II Directors for terms expiring at the 2028 Annual Meeting

    Continuing Class II Directors for terms expiring at the 2028 Annual Meeting

  7. Helen S. Santiago

    Helen S. Santiago

  8. Age: 46

    Age: 46 Ms. Santiago has served as a CPA for LaBarr & LaBarr, LLC in Sayre, PA since 2009 where her focus is income tax preparation, tax planning and financial statements. Prior to returning to Bradford County, she worked for KPMG in Philadelphia for seven years, earned her CPA license and served as an auditor before being promoted to Manager. Ms. Santiago earned her Bachelor of Science degree in Accounting from Susquehanna University. Ms. Santiago serves as a director for the Mutual Capital Group. She is involved in the community as Secretary of the Bradford/Sullivan Counties’ Outstanding Young Woman Program. She’s also active in the Parent/Teacher Guild (PTG) of St. Agnes School in Towanda, PA. We believe Ms. Santiago’s qualifications to serve as a director of the Corporation include her extensive experience in public accounting.

  9. Katherine W. Shattuck

    Katherine W. Shattuck

  10. Director since: 2021

    Director since: 2021

  11. Age: 51

    Age: 51 Ms. Shattuck is a Managing Partner at Korn Ferry, the global leader in talent management and executive search, where she leads the Pennsylvania team and is a core member of the Global Financial Market practice. She is an expert in building and developing effective leadership teams at the C-suite, board and senior executive level. Ms. Shattuck holds an MBA from Harvard Business School and an MPA from Harvard Kennedy School. She graduated from The United States Military Academy at West Point and is an Army veteran. Ms. Shattuck has significant board governance experience, completing Phase I of Board Director Certification including Audit, Compensation, Governance, Risk and Regulatory Environment and Bank Director’s Corporate Governance Workshop. Currently, Ms. Shattuck serves as a Board Member of the Robert Packer Hospital, Investment Committee for the Felician Sisters of North America and Nominating Committee for the Girl Scouts of the National Capital Region. She served West Point as a volunteer for over fifteen years, culminating in service as a Director for the West Point Association of Graduates, with service as Chair, Ethics Committee and Vice-Chair, Finance Committee. We believe Ms. Shattuck’s qualifications to serve as a director of the Corporation include her extensive experience in leadership, financial services, governance and talent acquisition.

  12. Continuing Class I Directors for a term expiring at the 2027 Annual Meeting

    Continuing Class I Directors for a term expiring at the 2027 Annual Meeting

  13. John M. Reber

    John M. Reber Age: 59 Mr. Reber has served as Executive Vice President and Chief Risk Management Officer of the Bank since February 2021. Previously, Mr. Reber served as Executive Vice President and Director of Risk Management of the Bank since January 2011. Mr. Reber was Vice President and Director of Risk Management of the Bank since June 2004. Prior to joining C&N, Mr. Reber held various staff and management positions in credit, lending and risk management with SunBank, headquartered in Lewisburg, Pennsylvania. Mr. Reber received a Bachelor of Science degree in Finance from Bloomsburg University of Pennsylvania. Thomas L. Rudy, Jr. Age: 62 Mr. Rudy has served as Executive Vice President, Chief Delivery Officer and Region President of the Bank since February 2021. Previously, Mr. Rudy served as Executive Vice President and Director of Branch Delivery of the Bank since February 2004; President of C&N Financial Services, LLC since January 2000; and President of Bucktail Life Insurance Company since May 2018. Mr. Rudy received a Bachelor of Science degree in Finance from The Pennsylvania State University and is a graduate of the ABA Graduate School of Banking at the Wharton School, University of Pennsylvania.

  14. 2025 Performance Highlights

    | ● | For 2025, the corporate performance-based payout to NEOs under the short-term incentive plan was 141.4% of target. The corporate performance component of the short-term incentive awards was calculated based on the Corporation’s pre-tax, pre-provision net revenue (PPNR) minus net charge-offs (NCOs) compared to the Corporation’s budget. PPNR includes net interest income plus noninterest income minus total noninterest expense but excludes the provision for credit losses, merger-related expenses, realized gains or losses on securities, the income tax provision and nonrecurring items included in earnings and includes income from tax-exempt securities and loans on a fully-taxable-equivalent basis. For 2025, the Corporation excluded merger-related expenses and the estimated earnings contribution resulting from the Susquehanna acquisition from the PPNR minus NCOs calculation as the 2025 budget did not include the acquisition. |

  15. 2025 Key Compensation Decisions and Actions

    | ● | Base Salaries: The 2025 base salary for each NEO increased between 2% and 4% over the 2024 amount. | | ● | 2025 Short-Term Incentive Awards: Payouts to NEOs for 2025 ranged from 4.1% to 7.4% above target levels for all NEOs, or 29.1% to 42.4% of base salary. These awards included the following components: (1) corporate awards equal to 141.4% of target based on PPNR – NCOs of $39,559,000 for the year ended December 31, 2025, which exceeded the Corporation’s budget by 8.27%, (2) awards based on key performance indicators totaling 8.0% to 12.1% of base salary, and (3) awards based on individual performance ranging from 3.1% to 8.3% of base salary. | | ● | 2025 Long-Term Incentive Awards (LTIs): Equity awards to NEOs in 2025 had grant date fair values of 20% of 2024 base salary for Mr. Scovill, 17% of 2024 base salary for Mr. Hoose and 13% of 2024 base salary each for Mr. Hughes, Ms. Cwiklinski and Mr. Dunsmore. The awards included a mix based on 50% time-based restricted stock awards (“RSA”) and 50% performance-based restricted stock awards (“PRSA”). The time-based RSAs and PRSAs vest over three years, with one-third vesting on each anniversary date of the award. For PRSAs, awards only vest to the extent performance has been met for the prior year. | | ● | LTIs - 2025 Performance Outcome: Based on 2025 performance of (PPNR-NCOs)/Average Equity) and (PPNR-NCOs)/Average Assets) compared to the performance of a selected peer group (the “Performance Peer Group”) for the 12 months ended September 30, 2025, all of the potential shares for PRSA awards granted in 2024 and 2025 vested. In 2025, the Corporation met the performance condition included in the 2023 awards based on Core Return on Average Equity (Core ROAE) but did not meet the performance condition based on Core Return on Average Assets (Core ROAA). Accordingly, in the first quarter 2026, the following forfeitures of restricted stock occurred: Mr. Scovill – 472 shares; Mr. Hughes - 186 shares; Mr. Hoose – 209 shares; and Mr. Dunsmore - 142 shares. |

  16. Compensation Philosophy and Program Objectives

    Compensation Philosophy and Program Objectives We believe that the compensation program for executives should directly support the achievement of specific annual, long-term and strategic goals of the business, and, thereby, align the interests of executives with the interests of our shareholders. We believe the current program provides sufficient levels of fixed pay elements, in the forms of base salary and health and welfare benefits, to attract high caliber executive talent to the organization. It also provides annual and long-term incentive opportunities to encourage specific performance and to reward the successful efforts of executives. The incentive opportunities are structured to produce a performance-leveraged program format in which executives may derive a significant portion of their total compensation, depending on their role in the organization, from short and long-term incentive opportunities, but only when performance targets are met and subject to appropriate controls to ensure management is not incented to take excessive risk. We believe that the features and composition of the current program provide a total compensation package for executive officers that is competitive in our marketplace but weighted toward variable pay based on corporate and individual performance, and which contributes to the creation of shareholder value.

  17. 2025 Program Components

    | 2. | Short-Term (Annual) Incentives. The Corporation’s Annual Incentive Award Plan provides participating executives with opportunities to earn additional cash compensation in a given year when corporate and business unit operating results and individual performance contributions meet or exceed established thresholds. For 2025, corporate performance was measured using the percentage variance of PPNR-NCOs from the Corporation’s budget for the year ended December 31, 2025. The Committee believes the use of PPNR – NCOs, which is a non-U.S. GAAP measure, provides useful information for evaluating the Corporation’s financial performance in comparison to the Corporation’s budget without the impact of merger-related expenses, realized gains or losses on securities or unusual items or events that may obscure underlying performance. A reconciliation of the Corporation’s earnings under U.S. GAAP to PPNR – NCOs for the year ended December 31, 2025 is provided in Appendix A. Key performance indicators, for which actual results were compared to the budget, included average deposits (excluding brokered deposits), total revenue on a fully-taxable equivalent basis excluding the estimated revenue contribution from Susquehanna and realized gains or losses on securities, and the efficiency ratio. Each participant’s individual performance contribution is evaluated by his or her supervisor, with the Chief Executive Officer’s individual performance contribution evaluated by the Board of Directors. The Committee, in its discretion, may adjust or eliminate award payments under the Incentive Award Plan. All awards under the Incentive Award Plan are paid in cash as soon as it is practical after the end of a plan year. |

  18. 2025 Program Components

    | 3. | Long-term Incentives (“LTI”). |

  19. 2025 Program Components

    | 7. | Employment Agreements. The Corporation has entered into Employment Agreements with Mr. Scovill, Mr. Hughes, Mr. Hoose and Ms. Cwiklinski, and a Change in Control Agreement with Mr. Dunsmore. The Employment Agreements and Change in Control Agreement are described in more detail on pages 39-40. |

  20. 2025 Executive Compensation Decisions

    2025 Executive Compensation Decisions Base Salaries. For 2025, the Compensation Committee approved annual increases in base salary ranging between 2% and 4% for each of the Named Executive Officers in recognition of each executive’s contribution and performance. Annual Incentive Awards. The table below presents the performance criteria, and the weighting of each criterion used in determining the annual incentive awards earned based upon 2025 performance for the named executive officers:

  21. 2025 Executive Compensation Decisions

    | Name | Title | 2024 Base Salary | LTI Award as % of Base Salary | Grant Date Fair Value of LTI Awards | Grant Date | Grant Date Share Price | # of Shares Granted | | J. Bradley Scovill | Chief Executive Officer | $592,000 | 20.0% | $118,394 | 1/31/2025 | $21.99 | 5,384 | | Mark A. Hughes | EVP and Chief Financial Officer | $345,800 | 13.3% | $46,091 | 1/31/2025 | $21.99 | 2,096 | | Harold F. Hoose, III | EVP and Chief Revenue Officer | $312,000 | 16.7% | $51,984 | 1/31/2025 | $21.99 | 2,364 | | Kelley A. Cwiklinski | EVP and Chief Commercial Lending Officer | $306,600 | 13.3% | $40,857 | 1/31/2025 | $21.99 | 1,858 | | Stan R. Dunsmore | EVP and Chief Credit Officer | $266,240 | 13.3% | $35,492 | 1/31/2025 | $21.99 | 1,614 |

  22. 2025 Executive Compensation Decisions

    | | | | Profitability- | | | | | | | Profitability- | based | | | | | Grant | Vesting | based | Percentile | Corporation | Peer | Threshold | | Date | Date | Indicator | Threshold | Result | Threshold | Achievement | | 1/31/2023 | 1/30/2026 | Core ROAE | 35th | 10.08% | 9.73% | Achieved | | 1/31/2023 | 1/30/2026 | Core ROAA | 65th | 1.08% | 1.17% | Not Achieved | | 2/20/2024 | 2/20/2026 | (PPNR-NCOs)/Average Equity | 35th | 13.79% | 12.77% | Achieved | | 2/20/2024 | 2/20/2026 | (PPNR-NCOs)/Average Assets | 65th | 1.49% | 1.47% | Achieved | | 1/31/2025 | 1/30/2026 | (PPNR-NCOs)/Average Equity | 35th | 13.79% | 12.77% | Achieved | | 1/31/2025 | 1/30/2026 | (PPNR-NCOs)/Average Assets | 65th | 1.49% | 1.47% | Achieved |

  23. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices The Corporation does not grant equity awards in anticipation of the release of material nonpublic information and does not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, the Corporation does not take material nonpublic information into account when determining the timing and terms of such awards. Although the Corporation does not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. In 2025, the Corporation did not grant new awards of stock options to our Named Executive Officers during the time period outlined in Item 402(x) of Regulation S-K.

  24. Summary Compensation Table

    Summary Compensation Table The following table contains information with respect to annual compensation for services in all capacities to the Corporation and the Bank for the fiscal year ended December 31, 2025, with comparative information for 2024 and 2023, of those persons who were, (i) the Chief Executive Officer, (ii) the Chief Financial Officer and (iii) the other three most highly compensated executive officers other than the Chief Executive Officer and the Chief Financial Officer to the extent such person’s total compensation exceeded $100,000 (collectively, the “named executive officers”):

  25. Summary Compensation Table

    | | | | | | | | Change in | | | | | | | | | | | Pension Value | | | | | | | | | | | and | | | | | | | | | | Non-Equity | Nonqualified | All | | | | | | | Stock | Option | Incentive Plan | Deferred Plan | Other | | | | | | Bonus | Awards | Awards | Compensation | Compensation | Compensation | | | Name and | | Salary | (1) | (2), (3) | (4) | (5) | (6) | (7) | Total | | Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | J. BRADLEY SCOVILL | 2025 | 605,000 | 0 | 118,394 | 0 | 248,838 | 0 | 69,267 | 1,041,499 | | President and | 2024 | 592,000 | 0 | 577,792 | 0 | 205,012 | 0 | 70,441 | 1,445,245 | | Chief Executive Officer | 2023 | 575,000 | 0 | 132,301 | 0 | 146,168 | 0 | 372,118 | 1,225,587 | | MARK A. HUGHES | 2025 | 352,920 | 500 | 46,091 | 0 | 129,719 | 0 | 114,062 | 643,292 | | Executive Vice President | 2024 | 345,800 | 500 | 66,467 | 0 | 113,379 | 0 | 88,800 | 614,946 | | and Chief Financial Officer | 2023 | 332,500 | 500 | 51,930 | 0 | 77,436 | 0 | 92,850 | 555,216 | | HAROLD F. HOOSE, III | 2025 | 321,360 | 500 | 51,984 | 0 | 112,173 | 0 | 66,634 | 552,651 | | Executive Vice President | 2024 | 312,000 | 500 | 74,986 | 0 | 100,311 | 0 | 61,978 | 549,775 | | and Chief Revenue Officer | 2023 | 300,000 | 500 | 58,515 | 0 | 55,429 | 0 | 69,471 | 483,915 | | KELLEY CWIKLINSKI | 2025 | 319,280 | 500 | 40,857 | 0 | 92,872 | 0 | 39,379 | 492,888 | | Executive Vice President and | 2024 | 306,600 | 500 | 58,375 | 0 | 82,146 | 0 | 38,544 | 486,165 | | Chief Commercial Lending Officer | 2023 | 292,000 | 500 | 21,856 | 0 | 46,782 | 0 | 46,905 | 408,043 | | STAN R. DUNSMORE | 2025 | 274,227 | 500 | 35,492 | 0 | 79,767 | 11,735 | 88,726 | 490,447 | | Executive Vice President | 2024 | 266,240 | 500 | 51,191 | 0 | 71,332 | 0 | 79,815 | 469,078 | | and Chief Credit Officer | 2023 | 256,000 | 500 | 40,045 | 0 | 39,416 | 17,009 | 81,608 | 434,578 |

  26. Summary Compensation Table

    (1) The bonus amounts were paid pursuant to discretionary “holiday awards” that were paid in December of each year to essentially all employees except the Chief Executive Officer. (2) The grant date fair market value of stock awards is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “ASC”) topic 718, “Compensation—Stock Compensation,” excluding the effect of estimated forfeitures. The value used for restricted stock awards is based on the market value of the stock at the grant date. The amounts shown in the “Stock Awards” column equal the values of restricted stock awards determined based on the average of the high and low stock price at each grant date. For 2025, the value as of the January 31, 2025 grant date of time-based awards was $21.99 per share. For 2024, the value as of the January 31, 2024 grant date of time-based awards was $21.385 per share, the value as of the February 20, 2024 grant date of performance-based awards was $19.20 and the value as of the July 30, 2024 grant date to Mr. Scovill pursuant to an amended employment agreement was $20.265. For 2023, the value as of the January 31, 2023 grant date was $23.35 per share. With the exception of the award to Mr. Scovill pursuant to an amended employment agreement, restricted stock awards to NEOs under the Stock Incentive Plan in 2025, 2024 and 2023 provided for vesting over a three-year term, with vesting for half of the shares dependent on satisfactory performance (time vesting) and vesting for half of the shares based on time vesting and upon the Corporation meeting defined performance conditions. In 2025, the Corporation met the performance conditions for 2025 and 2024 awards while 50% of the performance conditions for the 2023 awards were not met. Accordingly, in the first quarter 2026, the following forfeitures occurred: Mr. Scovill – 472 shares; Mr. Hughes – 186 shares; Mr. Hoose – 209 shares; Mr. Dunsmore - 142 shares. In 2024 and 2023, the Corporation met the performance conditions defined in the applicable awards. (3) On July 30, 2024, the Corporation granted 20,000 shares of restricted stock to Mr. Scovill pursuant to the amended and restated Employment Agreement entered into on May 22, 2024. The total value of this stock award included in the table was $405,300. Unless events defined in the Employment Agreement occur, the shares of restricted stock will vest on April 30, 2027. (4) There were no options awarded in 2025, 2024 or 2023. (5) The amounts shown in the “Non-Equity Incentive Plan Compensation” column were paid pursuant to the Incentive Award Plan, which is described in the “Program Components” section of Compensation Discussion and Analysis. (6) The amounts shown in the column headed “Change in Pension Value and Nonqualified Deferred Plan Compensation” are attributable to Mr. Dunsmore’s participation in the Citizens Trust Company Pension Plan, a defined benefit pension plan. This plan covers certain employees who were employed by Citizens Trust Company on December 31, 2002, when the plan was amended to discontinue admittance of any future participants and to freeze benefit accruals. The Corporation acquired Citizens Bancorp, Inc. and its wholly-owned subsidiary, Citizens Trust Company, effective May 1, 2007. Mr. Dunsmore is the only Named Executive Officer who is a participant in this plan. The present value of accumulated benefit increased by $11,735 in 2025 and by $17,009 in 2023 and both amounts are included in the Summary Compensation Table. In 2024, the present value of Mr. Dunsmore’s accumulated benefit decreased; therefore, a value of $0 is include in the Summary Compensation Table for 2024. The discount rate used to calculate the present value of accumulated plan benefit was 5.35% at December 31, 2025 and at December 31, 2024 and 4.80% at December 31, 2023. (7) Amounts shown as “All Other Compensation” include the following:

  27. Summary Compensation Table

    | ALL OTHER COMPENSATION TABLE | | | | | | | | | | | | Employer | | | | | | | | | | Contributions | Employer | Employer | | | | | | | | to the | Contributions | Contributions to | Dollar Value of | | | | | | | Employee | to the 401 (k) | the Supplemental | Insurance Premium | Dividends | Perquisites | | | | | Stock | Employee | Executive | paid for Group- | Paid on | and Other | | | | | Ownership | Savings | Retirement | Term Life and Long- | Restricted | Personal | | | | | Plan | Plan | Plan (SERP) | Term Disability | Stock | Benefits(1) | Total | | Name | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | J. Bradley Scovill | 2025 | 7,000 | 17,500 | 0 | 7,020 | 4,922 | 32,825 | 69,267 | | | 2024 | 6,900 | 16,500 | 0 | 7,020 | 9,942 | 30,079 | 70,441 | | | 2023 | 13,200 | 16,500 | 289,639 | 3,980 | 18,103 | 30,696 | 372,118 | | Mark A. Hughes | 2025 | 7,000 | 17,500 | 83,071 | 3,980 | 1,911 | 600 | 114,062 | | | 2024 | 6,900 | 16,500 | 56,868 | 3,980 | 3,952 | 600 | 88,800 | | | 2023 | 13,200 | 16,500 | 51,306 | 3,980 | 7,264 | 600 | 92,850 | | Harold F. Hoose, III | 2025 | 7,000 | 17,500 | 30,201 | 2,833 | 2,156 | 6,944 | 66,634 | | | 2024 | 6,900 | 16,500 | 26,224 | 2,833 | 4,405 | 5,116 | 61,978 | | | 2023 | 13,200 | 16,500 | 23,523 | 2,833 | 7,972 | 5,443 | 69,471 | | Kelley A. Cwiklinski | 2025 | 7,000 | 17,500 | 0 | 3,980 | 1,299 | 9,600 | 39,379 | | | 2024 | 6,900 | 16,500 | 0 | 3,980 | 1,564 | 9,600 | 38,544 | | | 2023 | 13,200 | 16,500 | 0 | 3,801 | 3,804 | 9,600 | 46,905 | | Stan R. Dunsmore | 2025 | 6,921 | 17,303 | 57,485 | 4,944 | 1,473 | 600 | 88,726 | | | 2024 | 6,123 | 15,308 | 49,866 | 4,868 | 3,050 | 600 | 79,815 | | | 2023 | 11,100 | 13,875 | 45,636 | 4,805 | 5,592 | 600 | 81,608 |

  28. Summary Compensation Table

    | (1) Perquisites and other personal benefits include the estimated personal use portion of the cost of a company-supplied automobile and personal reimbursement for cell phones and club memberships, which were used primarily, but not exclusively, for business purpose |

  29. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning awards granted to the named executive officers for the year ended December 31, 2025 under the 2023 Stock Incentive Plan.

  30. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  31. Grants of Plan-Based Awards

    | | | Board/ Committee | Estimated Future Payouts Under Non- Equity Incentive Awards (a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (b) | | | Grant Date Fair Value of | | | Grant | Action | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock | | Name | Date | Date | | | | # | # | # | Awards ($) (b) | | J. Bradley Scovill | 1/31/2025 | 1/23/2025 | 70,604 | 211,750 | 317,625 | 2,692 | 8,076 | 12,115 | 118,394 | | Mark A. Hughes | 1/31/2025 | 1/23/2025 | 35,292 | 105,876 | 158,814 | 1,048 | 3,145 | 4,718 | 46,091 | | Harold F. Hoose | 1/31/2025 | 1/23/2025 | 32,136 | 96,408 | 144,612 | 1,182 | 3,547 | 5,321 | 51,984 | | Kelley A. Cwiklinski | 1/31/2025 | 1/23/2025 | 26,596 | 79,820 | 119,730 | 930 | 2,789 | 4,183 | 40,857 | | Stan R. Dunsmore | 1/31/2025 | 1/23/2025 | 22,843 | 68,557 | 102,835 | 807 | 2,421 | 3,632 | 35,492 |

  32. Grants of Plan-Based Awards

    | (a) Compensation opportunities under the Corporation’s Annual Incentive Award were established based on a percentage of 2025 base salary as recommended by the Compensation Committee and approved by the Board of Directors on January 23, 2025. Additional information related to the Annual Incentive Award Plan, including the performance criteria and amounts awarded for 2025 (expressed as a percentage of 2025 base salary), are provided in the Compensation Discussion and Analysis section of this proxy statement. |

  33. Grants of Plan-Based Awards

    | (b) The grant date fair market value of stock awards is computed in accordance with ASC topic 718, “Compensation—Stock Compensation.” The value used for restricted stock awards is based on the market value of the stock at the grant date, with no assumed forfeitures. The market value per share of the January 31, 2025 awards was $21.99. |

  34. Grants of Plan-Based Awards

    Restricted stock awards to NEOs under the Stock Incentive Plan in 2025 provide for vesting over a three-year term, with vesting for half of the shares dependent on satisfactory performance (time vesting) and vesting for half of the shares based on time vesting and upon the Corporation’s attainment of earnings-based performance-based standards, based on the following criteria:

  35. Grants of Plan-Based Awards

    | ● | Release of 50% (one-sixth of the total shares awarded) each year based on the Corporation achieving a percent ranking of at least 35% of (PPNR-NCOs)/Average Equity within a defined peer group of bank holding companies and thrifts for the defined measurement period as determined by the Compensation Committee. | | ● | Release of 50% (one-sixth of the total shares awarded) each year based on the Corporation achieving a percent ranking of at least 65% of (PPNR-NCOs)/Average Assets within a defined peer group of bank holding companies and thrifts for the defined measurement period as determined by the Compensation Committee. |

  36. Grants of Plan-Based Awards

    In 2025, the Corporation met the performance conditions defined in the awards for the 2025 and 2024 awards and met 50% of the performance condition defined in the awards for 2023 but 50% did not meet the performance condition as defined in the 2023 awards.

  37. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to non-vested stock awards as of December 31, 2025 for the named executive officers. There were no outstanding stock option awards for the named executive officers as of December 31, 2025.

  38. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Market | | | Number of | Value of | | | Shares or | Shares or | | | Units of | Units of | | | Stock | Stock | | | That Have | That Have | | | Not Vested | Not Vested | | Name | (#) | ($) | | J. Bradley Scovill | 32,954 | $664,682 | | Mark A. Hughes | 5,027 | $101,395 | | Harold F. Hoose, III | 5,669 | $114,344 | | Kelley A. Cwiklinski | 4,093 | $82,556 | | Stan R. Dunsmore | 3,871 | $78,078 |

  39. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning the value realized on the vesting of restricted stock during 2025 for each of the named executive officers. There were no exercises of stock options by executive officers in 2025.

  40. Option Exercises and Stock Vested

    | | Stock Awards | | | | Number of | | | | Shares Acquired | Value Realized | | | on Vesting | On Vesting | | Name | (#) | ($) | | J. Bradley Scovill | 7,722 | 165,244 | | Mark A. Hughes | 3,035 | 64,945 | | Harold F. Hoose, III | 3,408 | 72,927 | | Kelley A. Cwiklinski | 1,783 | 38,179 | | Stan R. Dunsmore | 2,343 | 50,137 |

  41. CEO Pay Ratio

    CEO Pay Ratio The SEC requires disclosure of the ratio of the median employee’s annual total compensation to the total compensation of the principal executive officer (“PEO”). This ratio is commonly referred to as the “CEO Pay Ratio.” The Corporation’s PEO is Mr. Scovill, the President and Chief Executive Officer (“CEO”). For 2025, the annual total compensation of our CEO was 16.6 times that of the Corporation’s median employee, based on annual total compensation of $1,049,149 for Mr. Scovill and $63,090 for the median employee, detailed as follows:

  42. CEO Pay Ratio

    | | President | Median | | | and CEO | Employee | | Salary | $605,000 | $57,928 | | Bonus | - | 500 | | Stock Awards | 118,394 | - | | Non-Equity Incentive Plan Compensation | 256,488 | - | | All Other Compensation | 69,267 | 4,662 | | Total | $1,049,149 | $63,090 |

  43. CEO Pay Ratio

    The median employee was identified using a listing of all employees as of December 31, 2025, and calculating the median amount of total 2025 compensation as it would be reported based on the IRS instructions for Box 5, Medicare wages and tips. Actual amounts reported on Box 5 for 2025 were used for all employees who were employed throughout the entire year. We further annualized pay for those individuals not employed for a full year in 2025. As applicable, compensation reported on Box 5 included the amount paid in 2025 for salary, bonus, dividends on restricted stock and non-equity incentive plan (cash) awards, along with any amount deferred by the employee to the Savings & Retirement Plan (a 401(k) plan) and the imputed value of the cost of group term life insurance and certain perquisites. Compensation reported on Box 5 also included any amounts that vested in 2025 for SERP benefits and for stock awards (based on the market value of the stock on the vesting date). Compensation deferred at the election of the Corporation’s officers, and the amount of employer contributions to the ESOP and Savings & Retirement Plan, were excluded from Box 5. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  44. Pay Versus Performance

    Pay Versus Performance The SEC has adopted rules requiring disclosure of the relationship between executive compensation and financial performance. Consistent with these rules, the Corporation (“CZNC”) is disclosing the information presented in this “Pay Versus Performance” section. The Corporation’s process for evaluating executive compensation is described in the Compensation Discussion and Analysis section of this proxy statement. The following table sets forth summary information concerning executive compensation for each of the last five years.

  45. Pay Versus Performance

    Pay Versus Performance

  46. For the Years Ended December 31, 2025, 2024, 2023, 2022 and 2021

    | | | | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment on 12/31/2020 Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | for Non-PEO Named Executive Officers ($) | to Non-PEO Named Executive Officers ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($) | PPNR- NCOs (1) | | 2025 | 1,049,149 | 1,094,730 | 544,820 | 547,125 | 132.32 | 149.15 | 23,427,000 | $39,559,000 | | 2024 | 1,445,245 | 1,357,418 | 535,116 | 516,577 | 115.22 | 139.30 | 25,958,000 | $32,821,000 | | 2023 | 1,225,587 | 1,219,593 | 478,533 | 469,810 | 131.21 | 115.54 | 24,148,000 | $32,637,000 | | 2022 | 1,088,120 | 915,313 | 463,238 | 404,421 | 126.52 | 119.65 | 26,618,000 | $36,746,000 | | 2021 | 1,109,193 | 1,203,089 | 475,533 | 514,543 | 138.06 | 142.91 | 30,554,000 | $40,933,000 |

  47. For the Years Ended December 31, 2025, 2024, 2023, 2022 and 2021

    | | | | | | | Add: Change in | | Less: Fair Value | | | | | | | | Add: Fair Value | Fair Value of | | at End of Prior | | | | | | | Less: Stock | at Year-end of | Awards | Add: Change in | Year of any | | | | | | | Awards from | Stock Awards | Granted in | Fair Value of | Awards | | | | | | | Summary | Granted | any | Shares that | Granted | | | | | | | Compensation | During the | Prior Year | Vested as of | in a Prior Year | | | | | | | Table | Year that are | that are | the Vesting | that Failed to | | | | | Summary | Less: | Valued | Outstanding | Outstanding | Date as | Meet Vesting | Total | | | | Compensation | Change in | Based on | and Unvested | and Unvested | Compared | Conditions | Compensation | | | | Table | Pension | Fair Value at | at the End | at the End | to the End of | in the | Actually | | | Year | Total | Value | Grant Date | of the Year | of the Year | the Prior Year | Covered Year | Paid | | PEO | 2025 | 1,049,149 | - | 118,394 | 108,595 | 42,544 | 21,615 | 8,779 | 1,094,730 | | | 2024 | 1,445,245 | - | 577,792 | 530,565 | (25,918) | (14,682) | - | 1,357,418 | | | 2023 | 1,225,587 | - | 132,301 | 127,088 | (4,102) | 3,321 | - | 1,219,593 | | | 2022 | 1,088,120 | - | 224,429 | 170,879 | (21,457) | (6,693) | 91,107 | 915,313 | | | 2021 | 1,109,193 | - | 213,754 | 278,883 | 45,198 | 9,222 | 25,653 | 1,203,089 | | AVERAGE OF | 2025 | 544,820 | 2,934 | 43,606 | 39,281 | 4,000 | 7,401 | 1,837 | 547,125 | | NON-PEO | 2024 | 535,116 | - | 64,702 | 59,478 | (8,886) | (4,430) | - | 516,577 | | NEOs | 2023 | 478,533 | 4,252 | 49,531 | 47,580 | (1,448) | (1,071) | - | 469,810 | | | 2022 | 463,238 | - | 85,869 | 65,197 | (8,644) | (3,198) | 26,303 | 404,421 | | | 2021 | 475,533 | - | 65,315 | 85,217 | 21,041 | 5,662 | 7,594 | 514,543 |

  48. For the Years Ended December 31, 2025, 2024, 2023, 2022 and 2021

    | 1. | There were no stock awards that were granted and vested in the same year. | | 2. | There were no modifications to stock-based awards during the years included in the table. | | 3. | The valuation assumptions used to calculate equity award fair values did not materially differ from those used at the time of grant. | | 4. | There were no other earnings paid on stock or option awards in the covered fiscal years prior to the vesting dates that were not otherwise included in total compensation. |

  49. For the Years Ended December 31, 2025, 2024, 2023, 2022 and 2021

    The following table presents a description of the relationship between compensation amounts actually paid to the PEO and the average compensation amounts paid to the non-PEO named executive officers to the Corporation’s Total Shareholder Return (“TSR”) and the Peer Group TSR. In the table that follows, TSR measures return to an investor for a $100 investment in CZNC or the Peer Group at December 31, 2020 and reflects reinvestment of all dividends. The Total Shareholder Return amounts in the graph below reflect the values described in the “Pay Versus Performance” table on page 33. The following table presents a description of the relationship between compensation amounts actually paid to the PEO and the average compensation amounts paid to the non-PEO named executive officers to the Corporation’s net income. The following table presents a description of the relationship between compensation amounts actually paid to the PEO and the average compensation amounts paid to the non-PEO named executive officers to Pre-Tax Pre-Provision Net Revenue (PPNR) less Net Charge-Offs, which is the Corporation’s Company-Selected Measure as described above. In the table, PPNR-NCOs is based on the Corporation’s results for the calendar years ended December 31, 2021 through 2025. In contrast, the Non-Equity Incentive Award amounts included in Compensation Actually Paid were based on the Corporation’s results as compared to results for a defined peer group for the 12-month periods ended September 30 of each year included in the table. A list of performance measures the Corporation considers the most important inputs for linking executive compensation with financial performance is as follows:

  50. Employment Agreements

    Employment Agreements The Corporation and the Bank have entered into employment agreements with Mr. Scovill, Mr. Hughes, Mr. Hoose, Mr. Rush and Ms. Cwiklinski (collectively, the “Employment Agreements”). The employment agreement with Mr. Scovill had an effective date of March 2, 2015, and was subsequently amended June 26, 2017, August 24, 2018, and May 22, 2024. The employment agreements with Mr. Hughes and Mr. Hoose were effective September 19, 2013and the employment agreement with Ms. Cwiklinski was effective February 1, 2023. The following summarizes the material terms of the Employment Agreements. The employment agreement with Mr. Scovill, as amended May 22, 2024, ends on April 30, 2027, unless the Corporation and the executive agree on or before a date that is 6 months prior to April 30, 2027, to extend the employment. Pursuant to said Agreement 20,000 shares of Corporation restricted common stock was awarded to Mr. Scovill on July 30, 2024. Said shares vest in full on April 30, 2027, unless employment is terminated by the Corporation and the Bank for any reason other than for Cause or if the Executive terminates for Good Reason in which case the 20,000 shares will vest on the date of termination. Other features of the employment agreement with Mr. Scovill are included in the summary of descriptions of the Employment Agreements that follow. The initial term of the Employment Agreement with Mr. Hughes had an initial expiration date of September 19, 2016 and provides that the term of the agreement shall be automatically renewed on each September 19th for successive three (3) year terms, unless either the Corporation or the executive gives written notice of nonrenewal at least 90 days prior to the next renewal date in which case this Agreement will continue in effect for a term ending two (2) years from the Annual Renewal Date immediately following such notice. The Employment Agreement with Mr. Hoose had an initial expiration date of September 30, 2015, and has been extended through September 30, 2026. The Employment Agreement with Mr. Hoose provides that the term of the agreement shall be automatically extended an additional twelve (12) months, unless written notice of nonrenewal is provided no later than July 19th of each successive calendar year. The Employment Agreement with Ms. Cwiklinski had an initial expiration date of January 31, 2024, has been extended through January 31, 2027, and shall be automatically extended an additional twelve (12) months unless either the Corporation or the executive gives written notice of nonrenewal at least 90 days prior to the renewal date. Under the Employment Agreements, each executive is eligible to receive annual incentive payments and stock-based incentives as determined by the Compensation Committee, which may, but need not be, issued under any incentive plan maintained by the Company, and is eligible to participate in any retirement plan, deferred compensation plan, welfare benefit plan or other benefit program in which full-time employees of the Bank are eligible to participate. The Employment Agreements also provide each executive with reimbursement of business expenses and paid vacation in accordance with Corporation or Bank policies and procedures and, with respect to Mr. Scovill, Mr. Hoose and Ms. Cwiklinski, an automobile allowance or use of a Bank owned automobile and for Mr. Scovill and Mr. Hoose, a country club membership. Each Employment Agreement contains customary nondisclosure and mutual non-disparagement provisions. Each Employment Agreement contains a non-competition and non-solicitation covenant, applicable within thirty-five (35) miles of any office of the Corporation or the Bank, after voluntary or involuntary termination of the executive’s employment with the Corporation and the Bank. The non-competition and non-solicitation covenant would apply after termination of employment to Mr. Scovill and Mr. Hughes for twenty-four (24) months, to Mr. Hoose for eighteen (18) months and to Ms. Cwiklinski for twelve (12) months. Each Employment Agreement also provides that the executive may terminate his employment for “good reason” (as defined in the agreement) after notice to the Corporation or the Bank within thirty (30) days after the initial existence of the condition giving rise to the right to terminate and the failure of the Corporation or Bank to cure the situation within thirty (30) days after receipt of such notice. Additionally, each Employment Agreement provides for a lump sum payment to the executive in the event of a termination of employment by the Corporation without “cause” (as defined in the agreement) or by the executive for “good reason” (as defined in the agreement) following a “change in control” (as defined in the agreement) or absent a change in control, such payment to be equal to the sum of the highest annual base salary earned by the executive during the immediately preceding three (3) years, plus the highest cash bonus and other incentive compensation earned with respect to one of the three preceding years, plus the highest value of stock options and other stock incentives awarded to the executive in one of the immediately preceding three years, multiplied by a predetermined factor depending on the executive and whether the executive was terminated following a change in control. Additionally, each of the Employment Agreements provides for the continuation of the executive’s participation in the Bank’s life, disability, medical/health insurance and other welfare benefits in effect during the one (1) year period preceding the termination of employment (or a cash payment representing the value of such benefits). The factor applicable to each of the executives for purposes of determining the lump sum payment and the time period for which benefits are to be continued are set forth in the following table. The employment agreements in effect on December 31, 2025, do not provide for an excise tax gross-up pursuant to Section 280G of the Internal Revenue Code. In the event any payments to our named executive officers would otherwise constitute a parachute payment under Section 280G of the Internal Revenue Code, the payments will be limited to the greater of (i) the dollar amount which can be paid to such named executive officer without triggering an excise tax under Section 4999 of the Internal Revenue Code or (ii) the greatest after-tax dollar amount after taking into account any excise tax incurred under Section 4999 of the Internal Revenue Code with respect to such parachute payments.

  51. Employment Agreements

    | | Multiplier Factor | | Benefits Continuation Period | | | Executive | Change in Control | Absent a Change in Control | Change in Control | Absent a Change in Control | | J. Bradley Scovill | 2.99X | 1.0X | 3 Years | 1 Year | | Mark A. Hughes | 2.99X | 1.0X | 3 Years | 1 Year | | Harold F. Hoose, III | 1.5X | 0.5X | 18 Months | 6 Months | | Kelley A. Cwiklinski | 1.5X | 1.0X | 18 Months | 1 Year |

  52. Change in Control Agreement

    Change in Control Agreement The Corporation and Bank have entered into a Change in Control Agreement (the “Agreement”) with Mr. Dunsmore. The Change in Control Agreement provides for a lump sum severance benefit in the event that certain events take place after there is a “change in control”, as defined in the Agreement, of the Corporation, or for a period of twenty-four (24) months thereafter. The Agreement does not provide for any payment in the event that Mr. Dunsmore remains employed without material reduction in compensation or responsibilities for more than twenty-four (24) months following the change in control. Under the Agreement, the term “termination” means the termination of Mr. Dunsmore’s employment either by the Corporation for any reason other than death, disability, or “cause”, or by him upon the occurrence of one or more of the following events: a significant change in authorities or duties; a reduction in annual salary or a material reduction in benefits; the relocation of his office to a location more than 35 miles from the location of his office immediately prior to the employment period; his inability to exercise the authorities, powers, functions or duties associated with his position; or the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform the Agreement in the same manner and extent as if no succession had taken place. In the event of a termination, the Agreement provides severance benefits of (i) Employer-paid group medical insurance continuation premiums for a period of eighteen (18) months after the date of termination; and (ii) a lump sum payment in cash no later than thirty (30) business days after the date of termination equal to the sum of Mr. Dunsmore’s unpaid salary, accrued vacation pay and unreimbursed business expenses through and including the date of termination; and an amount equal to one times his base salary in effect immediately prior to the date of termination. The Agreement contains customary non-disclosure provisions and a twelve (12) month non-solicitation covenant following termination of employment. The Agreement terminates each December 31 but is automatically extended for additional one-year periods unless written notice is provided by the Corporation or Employee that such party does not wish to extend the term. If a change in control occurs during the original or extended term of the Agreement, the term shall continue for a period of twenty-four (24) months and end upon the expiration of such twenty-four (24) month period.

  53. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table that follows provides quantitative information regarding contracts, agreements, plans or arrangements that provide for payments to a named executive officer upon termination of employment. The table does not include information with respect to contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms, or operation, in favor of executive officers or the Corporation and that are available generally to all salaried employees. As of December 31, 2025:

  54. Potential Payments upon Termination or Change in Control

    | | | Supplemental | | Value of | Payment Under | | | | | Executive | Health | Restricted | Split Dollar | Citizens Trust | | | | Retirement | and | Stock | Bank Owned | Company | | | | Plan | Welfare | Subject to | Life Insurance | Pension | | | Cash | Benefit | Benefits | Acceleration | Programs (1) | Plan (2) | | Name | ($) | ($) | ($) | ($) | | | | Termination Due to Retirement | | | | | | | | J. Bradley Scovill | 0 | 1,397,140 | 0 | 0 | 0 | 0 | | Mark A. Hughes | 0 | 878,942 | 0 | 0 | 0 | 0 | | Harold F. Hoose, III | 0 | 382,301 | 0 | 0 | 0 | 0 | | Kelley Cwiklinski | 0 | 0 | 0 | 0 | 0 | 0 | | Stan R. Dunsmore | 0 | 746,494 | 0 | 0 | 0 | 216,400 | | Termination Due to Disability | | | | | | | | J. Bradley Scovill | 0 | 1,397,140 | 0 | 0 | 0 | 0 | | Mark A. Hughes | 0 | 878,942 | 0 | 0 | 0 | 0 | | Harold F. Hoose, III | 0 | 382,301 | 0 | 0 | 0 | 0 | | Kelley Cwiklinski | 0 | 0 | 0 | 0 | 0 | 0 | | Stan Dunsmore | 0 | 746,494 | 0 | 0 | 0 | 216,400 | | Termination Without Cause or for Good Reason - Before a Change in Control | | | | | | | | J. Bradley Scovill | 1,439,280 | 1,397,140 | 19,750 | 0 | 0 | 0 | | Mark A. Hughes | 549,606 | 878,942 | 19,407 | 0 | 0 | 0 | | Harold F. Hoose, III | 254,510 | 382,301 | 13,041 | 0 | 0 | 0 | | Kelley Cwiklinski | 471,027 | 0 | 18,099 | 0 | 0 | 0 | | Stan Dunsmore | 0 | 746,494 | 0 | 0 | 0 | 216,400 | | Termination Due to Death | | | | | | | | J. Bradley Scovill | 0 | 1,397,140 | 0 | 0 | 575,000 | 0 | | Mark A. Hughes | 0 | 878,942 | 0 | 0 | 332,500 | 0 | | Harold F. Hoose, III | 0 | 382,301 | 0 | 0 | 300,000 | 0 | | Kelley Cwiklinski | 0 | 0 | 0 | 0 | 711,210 | 0 | | Stan Dunsmore | 0 | 746,494 | 0 | 0 | 822,681 | 97,300 | | Termination Without Cause or for Good Reason - Upon or After a Change in Control | | | | | | | | J. Bradley Scovill | 4,303,447 | 1,397,140 | 59,250 | 664,682 | 0 | 0 | | Mark A. Hughes | 1,643,322 | 878,942 | 58,221 | 101,395 | 0 | 0 | | Harold F. Hoose, III | 763,529 | 382,301 | 39,123 | 114,344 | 0 | 0 | | Kelley Cwiklinski | 706,541 | 0 | 27,149 | 82,556 | 0 | 0 | | Stan Dunsmore | 274,227 | 746,494 | 30,145 | 78,078 | 0 | 216,400 |

  55. Potential Payments upon Termination or Change in Control

    | (1) The amounts represent death benefits payable under split-dollar life insurance policies purchased or acquired by the Corporation pursuant to business combinations. |

  56. Compensation of Directors

    Compensation of Directors The following table summarizes the compensation paid by the Corporation and Bank to directors for the fiscal year ended December 31, 2025, other than J. Bradley Scovill who did not receive compensation as a director.

  57. DIRECTOR COMPENSATION (1)(2)

    DIRECTOR COMPENSATION (1)(2)

  58. DIRECTOR COMPENSATION (1)(2)

    | | Fees | | | | | Earned or | | | | | Paid in | Stock | | | | Cash (3) | Awards (4) | Total | | Name | ($) | ($) | ($) | | Stephen M. Dorwart | 58,500 | 24,994 | 83,494 | | Susan E. Hartley | 37,283 | 24,994 | 62,277 | | Bobbi J. Kilmer | 56,600 | 24,994 | 81,594 | | Leo F. Lambert | 49,400 | 24,994 | 74,394 | | Terry L. Lehman | 85,200 | 24,994 | 110,194 | | Robert G. Loughery | 47,000 | 24,994 | 71,994 | | Frank G. Pellegrino | 56,200 | 24,994 | 81,194 | | Helen S. Santiago | 47,600 | 24,994 | 72,594 | | Katherine W. Shattuck | 50,400 | 24,994 | 75,394 | | Aaron K. Singer | 50,267 | 24,994 | 75,260 | | Christian C. Trate | 12,250 | 14,583 | 26,833 |

  59. DIRECTOR COMPENSATION (1)(2)

    (1) The columns disclosing option awards, non-equity incentive plan compensation, changes in pension value and nonqualified deferred compensation earnings, and other forms of compensation have been omitted from the table because no director earned any compensation during 2025 of a type required to be disclosed in those columns. (2) As of December 31, 2025, each non-employee director owned shares of common stock awarded pursuant to the 2023 Equity Plan for which transfer restrictions had not yet lapsed. For Christian C. Trate, who was appointed to the Board on October 1, 2025, the value of the shares was $15,249, and for each of the other non-employee directors, the shares had a value of $25,616, based on the closing price of the Corporation’s common stock on December 31, 2025 (the last business day of the year). (3) Includes fees received based on the fee schedule described in the following section. (4) The amount shown in the “Stock Awards” column equals the value of restricted stock awards of 1,270 shares granted to each non-employee director in April 2025. The value of the shares awarded in April 2025 was determined based on the grant date fair market value of $19.68 per share. Christian C. Trate, who was appointed to the Board on October 1, 2025, was awarded 756 shares in November 2025 with a grant date fair market value of $19.29 per share. Director Fees. Compensation of the Board of Directors is established by the Board upon recommendation of the Compensation Committee. In developing its recommendations for 2025, the Compensation Committee considered information provided by Pearl Meyer. In 2025, non-employee directors received cash compensation for their service as directors in accordance with the following fee schedule. Employee directors are not entitled to additional compensation for board or committee service.

  60. DIRECTOR COMPENSATION (1)(2)

    | | January 1, 2025 to | | Fee Schedule - Independent Directors | December 31, 2025 | | Annual Fees: | | | Cash Retainer (All Independent Directors) | $45,000 | | Additional Cash Retainer and Fee – Chairman | $25,000 | | Committee Chair Fees: | | | Executive Committee | None | | M&A Committee | None | | Risk Committee | $8,000 | | Audit Committee | $7,500 | | Compensation Committee | $5,000 | | All Other Committees | $4,000 | | Per-Meeting Attendance Fees: | | | Board Meetings (All Directors) | $0 | | Committee Meetings - 1-to-5 meetings: | | | Audit Committee | $0 | | Compensation Committee | $0 | | All Other Committees | $0 | | Committee Meetings - after 5 or more meetings: | | | Audit Committee | $700 | | Compensation Committee | $700 | | All Other Committees | $600 |

  61. DIRECTOR COMPENSATION (1)(2)

    Attendance fees are not doubled in the event of joint meetings of the Corporation and Bank Boards. Stock Incentive Plans. In addition to cash fees, non-employee directors may also receive compensation in the form of Corporation common stock pursuant to the 2023 Equity Incentive Plan.