DEF 14A of Citizens Financial Services Inc
Filed Mar 12, 2026 · FY20250001140361-26-009104
Director Skills Summary
Director Skills Summary Our Board brings diverse experience and perspectives to areas critical to our business. Their collective knowledge ensures appropriate management and risk oversight and supports our strategy of long-term sustainable shareholder value.
Director Skills Summary
| Board Skills Matrix | | | | | | | | | | | | | | | | Black | Bower | Chappell | DePaola | Freeman | Graham | Hilfiger | Jones | Kunes | Landy | Osborne | Painter | Richards | | Skills and Experience | | | | | | | | | | | | | | | Financial and Accounting | X | X | | | | | | X | X | | | X | X | | Audit Committee Financial Expert | | X | | | | | | | | | | | | | CEO/Business Head | X | X | X | X | X | X | X | X | X | X | X | X | X | | Business Skills and Knowledge | X | X | X | X | X | X | X | X | X | X | X | X | X | | Mergers and Acquisitions | X | X | X | X | X | X | X | X | X | X | X | | X | | Human Capital Management/Compensation | X | X | | | X | X | X | X | X | X | X | | X | | Industry and Technology | X | X | | | X | | X | X | | | | | X | | Growth and Emerging Technologies | X | X | | | X | | X | X | | | | | X | | Cybersecurity | | | | | | | | | | | | | | | Risk Management | X | X | | | | | | X | | | X | X | X | | Ag Experience | X | | X | | | X | | | X | | X | X | | | Agri-Business Experience | X | X | | | | X | | | X | | X | X | | | Environmental | | | | | | X | | | | | | X | | | Public Company Governance | X | X | | | | | | X | X | X | | | X | | Sales and Marketing | X | X | X | X | X | X | X | | X | X | X | X | X | | Government Policy and Sustainability | X | X | | | X | | X | | | | X | X | | | Legal, Legislative or Regulatory | X | X | X | X | | X | | X | X | X | X | X | X | | Tenure and Independence | | | | | | | | | | | | | | | Years on Board | 21 | * | 19 | 19 | 15 | 24 | 4 | 5 | 7 | 24 | 1 | 1 | 8 | | Independence | | X | X | X | X | X | X | | X | X | X | X | |
Director Skills Summary
* Mr. Bower joined the Board January 12, 2026.
Director Compensation
Director Compensation The following table sets forth information concerning the compensation of non-employee directors during the year ended December 31, 2025. Our employees who serve as directors do not receive additional compensation related to such service.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert W. Chappell | 45,935 | 21,843 | 1,337 | 69,115 | | Rinaldo A. DePaola | 45,185 | 21,843 | 1,863 | 68,891 | | Thomas E. Freeman | 45,110 | 21,843 | 1,435 | 68,388 | | Roger C. Graham, Jr. | 45,485 | 21,843 | 397 | 67,725 | | Janie M. Hilfiger | 40,435 | 21,843 | 2,090 | 64,368 | | Mickey L. Jones(4) | 27,625 | 13,656 | 374 | 41,655 | | Christopher W. Kunes | 42,635 | 21,843 | 402 | 64,880 | | R. Joseph Landy | 66,837 | 21,843 | 2,212 | 90,892 | | Terry B. Osborne | 41,060 | 21,843 | 9,095(5) | 71,998 | | John P. Painter II | 41,350 | 21,843 | 3,808 | 67,001 |
Director Compensation
| (1) Includes fees deferred at the election of the non-employee director pursuant to the Directors Deferred Compensation Plan. |
Director Compensation
| (2) Reflects the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 – Share Based Payment. For Directors, other than Mr. Jones, the amounts were calculated based on the Company’s stock price of $56.87 on December 15, 2025 for 96 shares, $58.03 on September 15, 2025 for 94 shares, $59.60 on June 16, 2025 for 92 shares, and $60.50 on March 17, 2025 for 90 shares. For Mr. Jones, the amounts were calculated based on the Company’s stock price of $56.87 on December 15, 2025 for 96 shares, $58.03 on September 15, 2025 for 94 shares, and $59.60 on June 16, 2025 for 46 shares. For applicable directors, stock award amounts represent fully vested grants of 372 shares of common stock made under the 2016 Equity Incentive Plan and granted in 2025 for Directors Chappell, DePaola, Freeman, Graham, Hilfiger, Kunes, Landy, Osborne and Painter, and fully vested grants of 236 shares of common stock made under the 2016 Equity Incentive Plan and granted in 2025 for Director Jones. |
Director Compensation
| (3) Consists of a life insurance benefit, spouse/guest expenses at a bank convention, and holiday gifts. |
Director Compensation
| (4) Mr. Jones started to receive board fees May 2025. |
Director Compensation
| (5) Includes a retirement gift valued at $7,000. |
Director Compensation
The foregoing table reflects the following arrangements: Fees. During 2025, each of our non-employee directors, other than Mr. Landy, received the following fees for service on our Board of Directors: $675 for attending a board meeting and strategic retreat or training session; $28,375 annual retainer, except for Mr. Jones whose annual retainer was $18,917 due to receiving board fees starting in May 2025; $350 monthly fee for committee meeting attendance; $185 for participation in a Board conference call; and $225 for attending a regional board meeting. Additionally, committee chairpersons for the Credit Committee, the Compensation/Human Resource Committee, and the Governance and Nominating Committee received a $3,000 annual retainer. The Audit and Examination Committee chairperson received a $3,500 annual retainer. Mr. Landy, who serves as the Company’s and the Bank’s Chairman, received a fixed annual fee of $66,837, in lieu of all director’s fees and committee member fees in 2025. Mr. Landy also received the regional board fee of $225 per attended meeting. Deferred Compensation Plan. The Company maintains the Directors Deferred Compensation Plan as a vehicle for non-employee directors to defer retainers and meeting fees. Participants are eligible for a distribution under the plan upon the earlier of death, disability, or separation from service as a non-employee director of the Company. At the election of each participant, distributions are made in either a lump sum or in a series of five annual installments. In addition, the plan provides for distributions in the event of an unforeseeable emergency as such term is defined under Section 409A of the Internal Revenue Code. Mr. Chappell is currently participating in the plan. Life Insurance. In addition to these fees, each active non-employee director is provided a $100,000 life insurance benefit. At age 70, the life insurance benefit for active non-employee directors is decreased by 35% to $65,000. Once a director retires, insurance coverage continues but the benefit declines as the age of the retired director increases. Total premiums paid in 2025 for life insurance on behalf of the current and retired directors was $1,729. Stock Awards. Board stock awards are granted quarterly. On January 21, 2025, the Board approved the 2025 stock award schedule of March 15th, June 15th, September 15th and December 15th (or next business day if the 15th is a Saturday, Sunday or holiday) using the 30-day volume weighted average price on said dates. Non-employee directors received fully vested grants of stock under our 2016 Equity Incentive Plan.
Item 1 Election of Directors
Item 1 Election of Directors The Company’s Board of Directors consists of thirteen members. The Board is divided into three classes with three-year staggered terms, known as Class 1, Class 2 and Class 3. The Class 3 directors to be elected at this Annual Meeting will serve for three-year terms. The remaining Class 1 and Class 2 directors will continue to serve for one and two years, respectively, in order to complete their three-year terms. The Board of Directors fixed the number of directors in Class 3 at five and has nominated Randall E. Black, Joseph B. Bower, Jr., Rinaldo A. DePaola, Janie M. Hilfiger, and Mickey L. Jones for election as Class 3 directors to hold office for three-year terms to expire at the 2029 Annual Meeting of Shareholders or until their successors are duly elected and qualified. All Board nominees are currently directors of the Company and the Bank. Unless you indicate on your proxy card or via the Internet that your shares should not be voted for certain nominees, the Board of Directors intends that the proxies solicited by it will be voted for the election of all of the Board’s nominees. If any nominee is unable to serve, the persons named on the proxy card would vote your shares to approve the election of any substitute nominee proposed by the Board of Directors. At this time, the Board of Directors knows of no reason why any nominees might be unable to serve. The Board of Directors unanimously recommends that you vote “FOR” the election of the Board’s nominees. Information regarding the Board of Directors’ nominees and the directors continuing in office is provided below. Ages are as of March 2, 2026. Based on their respective experiences, qualifications, attributes and skills set forth below, the Board of Directors determined that each current director should serve as a director.
Nominee for Election as Class 3 Director – Term to Expire in 2029
Nominee for Election as Class 3 Director – Term to Expire in 2029 Randall E. Black has served as the Chief Executive Officer and President of the Company and the Bank since 2004, and prior to 2004 was the Chief Financial Officer of the Bank. Mr. Black was named Vice Chairman of the Board of Directors in December 2021. Mr. Black’s 33 years of extensive experience in the banking industry and involvement in business and civic organizations in the communities in which the Bank serves afford the Board valuable insight regarding the business and operation of the Bank. Mr. Black’s knowledge of the Company’s and Bank’s business and history, combined with his success and strategic vision, position him well to continue to serve as our Chief Executive Officer and President. Additionally, Mr. Black is a Class A Federal Reserve Bank Director, Chair of the Federal Reserve Bank Audit Committee, a member of the Federal Reserve Bank Governance Committee, a Pennsylvania State University Board of Trustees member, Chair of the Pennsylvania State University Audit and Risk Committee, is a member of the Penn State Investment Council Board, is a member of the Penn State Risk Subcommittee, is Immediate Past President of the Pennsylvania Bankers Association Board of Directors, is a Bloomsburg University Zeigler College of Business Executive Advisory Board member, and is a Pennsylvania College of Technology Board member. Mr. Black and Stephen Guillaume, Chief Financial Officer of the Company and Bank, are cousins. Age 59. Director of the Company and the Bank since 2004. Joseph B. Bower, Jr. is the retired President and Chief Executive Officer of CNB Bank and CNB Financial Corporation located in Clearfield, Pennsylvania, a position held from January 2010 to December 31, 2022. Mr. Bower worked for CNB Bank and CNB Financial Corporation from 1997 to his retirement in 2022, serving in various roles, including the Chief Financial Officer and Chief Operating Officer of CNB Bank, as well as Secretary and Treasurer of CNB Financial Corporation. Mr. Bower previously worked as a certified public accountant. Mr. Bower is a United States Army veteran. Mr. Bower’s prior experience as a President and Chief Executive Officer provides him with comprehensive knowledge of the banking industry. With his strong accounting and financial skills, Mr. Bower is our audit committee financial expert. Age 62. Director of the Company and the Bank since 2026. Rinaldo A. DePaola is a retired partner of the law firm of Griffin, Dawsey, DePaola & Jones located in Towanda, Pennsylvania. Mr. DePaola was an attorney-at-law for 39 years, retiring in 2021, specializing in business, probate and trust matters. Mr. DePaola’s involvement in business and civic organizations in the communities in which the Bank serves provide the Board valuable insight. Mr. DePaola’s years of providing legal counsel and operating a law office position him well to continue to serve as a director for the Company. Mr. DePaola is Chairman of the Governance and Nominating Committee, and he serves as Lead Director for the Company and Bank. Age 70. Director of the Company and the Bank since 2006. Janie M. Hilfiger is the retired president of UPMC Susquehanna Soldiers & Sailors Memorial Hospital in Wellsboro, Pennsylvania and Cole Memorial, now UPMC, in Coudersport, Pennsylvania. Mrs. Hilfiger has over 42 years of health care expertise in strategic planning, clinical operations, nursing and patient care excellence. Her broad experience and valuable insight make her an asset as a director for the Company. She is also involved in business and civic organizations in the communities in which the Bank serves. Age 67. Director of the Company and the Bank since 2022. Mickey L. Jones retired from the Company and Bank June 7, 2024 as the Senior Executive Vice President and Chief Operating Officer, a position he held since 2023. Prior to 2023, he served as an Executive Vice President and Chief Operating Officer since April 2010 and served as Chief Financial Officer from April 2010 to November 2019. He previously was Treasurer of the Company and Bank. Mr. Jones has strong accounting and financial skills, is a certified public accountant, and has experience with operational risk management, strategic planning and corporate governance matters. Age 65. Director of the Company and the Bank since 2020 and 2018, respectively.
Continuing Class 1 Directors – Terms to Expire in 2027
Continuing Class 1 Directors – Terms to Expire in 2027 Robert W. Chappell is an attorney-at-law. He operates the Law Office of Robert W. Chappell, Esq. located in Rome, Pennsylvania. Previously, Mr. Chappell was a partner with the Law Offices of van der Hiel, Chappell and Loomis. Mr. Chappell’s 31 years’ expertise as a partner in a law firm and his involvement in business and civic organizations in the communities in which the Bank serves provide the Board valuable insight. Mr. Chappell’s years of providing legal counsel and operating a law office position him well to continue to serve as a director for the Company. Mr. Chappell is Chairman of the Compensation/Human Resource Committee. Age 59. Director of the Company and the Bank since 2006. Roger C. Graham, Jr. is retired from Graham Construction and Excavating. Mr. Graham owned and operated Graham Construction & Excavating for 20 years. As a retired, successful business owner, Mr. Graham has a knowledgeable skill set that positions him well to continue to serve as a director for the Company. Mr. Graham is Chairman of the Credit Committee. Age 70. Director of the Company and the Bank since 2001. R. Joseph Landy is a retired attorney with the firm of Landy & Rossettie, PLLC, located in Sayre, Pennsylvania. Mr. Landy’s 46 years’ expertise as a partner in a law firm and his involvement in business and civic organizations in the communities in which the Bank serves provide the Board valuable insight. Mr. Landy’s years of providing legal counsel and operating a law office position him well to continue to serve as a director for the Company. Mr. Landy is Chairman of the Board of Directors. Age 71. Director of the Company and the Bank since 2001. John P. Painter II owns and operates Painterland Farms, LLC in Westfield, Pennsylvania, where he has a 450 organic cow dairy and crop farms 5,000 total acres, growing alfalfa, corn, oats, triticale, wheat, and mixed hay, and produces organic yogurt made by the Painterland Sisters. Mr. Painter has successfully managed the family business since purchasing it in 2016. Mr. Painter has a knowledgeable skill set that positions him well to serve as a director for the Company. He is also involved in business and civic organizations in the communities in which the Bank serves and is a supporter of political advocacy. Age 57. Director of the Company and the Bank since 2024 and 2022, respectively.
Continuing Class 2 Directors – Terms to Expire in 2028
Continuing Class 2 Directors – Terms to Expire in 2028 Thomas E. Freeman is a retired regional manager with Blue Ridge Communications in Mansfield, Pennsylvania. Mr. Freeman worked in business for 43 years. His business expertise and involvement in numerous civic and philanthropic organizations provide valuable insight to the Board and position him well to serve as a director for the Company. Mr. Freeman is Chairman of the Audit and Examination Committee. Age 66. Director of the Company and the Bank since 2010. Christopher W. Kunes is president/owner of Christopher Kunes General Contracting, a construction business located in State College, Pennsylvania. Mr. Kunes has successfully managed this construction business for 38 years. Mr. Kunes also has business interest in agriculture, masonry, restaurant, real estate development and management, along with other markets. His broad experience makes him an asset as a director for the Company. Age 61. Director of the Company and Bank since December 2018. Terry B. Osborne retired from the Bank in 2020 as the Executive Vice President, Chief Credit Officer, a position he held since 1991. Mr. Osborne served as Secretary of the Company and Bank from September 1983 to March 2018. Mr. Osborne started his employment with the Bank in 1975, accumulating a broad understanding and comprehensive knowledge of not just the banking industry but of First Citizens Community Bank. Mr. Osborne’s hands-on experience with lending, strategic planning, and daily operations positions him well in serving as a director for the Company. Age 72. Director of the Company and the Bank since 2024 and 2018, respectively. David Z. Richards, Jr. has served as an Executive Vice President, Director of Emerging Markets of the Bank since 2017. In 2023 he was named Senior Executive Vice President of the Bank. Prior to 2017, Mr. Richards was an Executive Vice President for S&T Bancorp, Inc. from 2014-2017, and was Chief Executive Officer/Executive Vice President of Nittany Bank/National Penn Bank from 1997 to 2014. Mr. Richards has extensive knowledge and experience in the banking industry, providing valuable insight in the daily and strategic operation of the Bank, positioning him well to be an employee director. Age 65. Director of the Company and the Bank since December 2017.
Fiscal Year 2025 Company Performance
| • | Solid performance metrics. Basic earnings per share of $7.62 for 2025 compares to basic earnings per share of $5.80 for 2024. Return on equity for the years ended December 31, 2025 and 2024 was 11.51% and 9.59%, respectively, while return on assets was 1.21% and 0.93%, respectively. If the impact of the division sold is excluded from 2024’s results, return on equity for the year ended December 31, 2024 would have been 9.84%. |
Fiscal Year 2025 Compensation Decisions
| • | Other Named Executive Officers. Mr. Black conducted a performance review of our other named executive officers and determined that the officers continue to contribute greatly to the success of the Company and its affiliates. Based on this review, the Board of Directors approved an 18.48% increase in Mr. Guillaume’s compensation, a 5.00% increase in Mr. Richards’ compensation, a 13.64% increase in Mr. Wilson’s compensation, and a 3.00% increase in Mr. White’s compensation. In addition, the Company entered into a Change in Control Severance Agreement with Mr. White on December 18, 2025. |
Fiscal Year 2025 Compensation Decisions
| • | Annual Incentives. As a result of our strong financial performance and the successful achievement of individual performance goals, our named executive officers earned awards under our Annual Incentive Plan for 2024 and the awards were distributed in the second calendar quarter of 2025. The awards (if any) under the Annual Incentive Plan for 2025 have not yet been determined; however, the Compensation/Human Resource Committee expects the plan calculations to be made and awards determined (if any) by June 2026. See “Performance-Based Compensation” for additional information on the Annual Incentive Plan for 2025. See also “Grants of Plan-Based Awards During 2025” for information on potential incentive awards under the Annual Incentive Plan for 2025. |
Compensation Philosophy
| • | Align the interests of executives with the interests of shareholders in the creation of long-term shareholder value; |
Elements of Our Compensation and Benefits Program
| • | Performance-based cash compensation through our Annual Incentive Plan and/or 2016 Equity Incentive Plan; |
Elements of Our Compensation and Benefits Program
| • | Long-term equity awards through our Annual Incentive Plan; |
Elements of Our Compensation and Benefits Program
| • | Employment and change in control severance agreements. |
Performance-Based Compensation
Performance-Based Compensation Our Annual Incentive Plan is designed to recognize and reward participants for their collective and individual contributions to our success. The objectives of the Annual Incentive Plan are to: (i) reward results, not effort; (ii) align our strategic plan, budget and shareholder interests with participant performance; (iii) motivate and reward participants for achieving and potentially exceeding performance goals; (iv) align incentive pay with performance; (v) enable us to attract and retain the talent needed to drive our success, and (vi) encourage teamwork across the Company and Bank. The Compensation/Human Resource Committee in consultation with executive management administers the Annual Incentive Plan. All of our named executive officers participated in the Annual Incentive Plan during 2025. The Annual Incentive Plan awards (if any) will be paid out in cash and grants of restricted stock in accordance with the terms of the Annual Incentive Plan and the 2016 Equity Incentive Plan to all of our named executive officers who have not reached retirement eligibility. For Messrs. Black, Richards, and Wilson, who have reached retirement eligibility, the Annual Incentive Plan awards (if any) will be paid out in cash and/or fully vested shares of stock in accordance with the terms of the Annual Incentive Plan and the 2016 Equity Incentive Plan. The incentive award opportunities noted below are shown as a percentage of base salary. For purposes of the Annual Incentive Plan, “base salary” is defined as compensation earned by a participant for services rendered, excluding the following items: profit sharing contributions, discretionary incentive compensation, cash payments received for waiving employer-paid health insurance, cell phone allowances and fringe benefits.
Performance-Based Compensation
| | 2025 Annual Incentive Plan Opportunities | | | | Name | Minimum | Target | Maximum | | Randall E. Black | 50.0% | 75.0% | 100.0% | | Stephen J. Guillaume | 17.5% | 26.3% | 35.0% | | David Z. Richards, Jr. | 17.5% | 26.3% | 35.0% | | Jeffrey L. Wilson | 17.5% | 26.3% | 35.0% | | Jeffrey R. White | 17.5% | 26.3% | 35.0% |
Performance-Based Compensation
The performance period under the Annual Incentive Plan is the calendar year. However, the administrative procedures necessary to calculate the awards under the Annual Incentive Plan have not yet been completed for 2025. The Company expects to receive the peer group data necessary to calculate the incentive awards (if any) by the end of June 2026. If at least one of the applicable performance measures is achieved above the threshold performance level, then plan participants will receive a payout under the Annual Incentive Plan at the discretion and, subject to the approval, of the Compensation/Human Resource Committee and/or Board. If our named executive officers receive a payout under the Annual Incentive Plan, the payout will be distributed in cash and, with respect to all of our named executive officers except for Messrs. Black, Richards, and Wilson (who have reached retirement eligibility) through grants of restricted shares of Company common stock pursuant to the 2016 Equity Incentive Plan. The total award is dependent upon the executive’s achievement of his performance goals and job position. See “Grants of Plan-Based Awards During 2025” for information on potential payouts under the Annual Incentive Plan.
Performance Measures under the Annual Incentive Plan for 2025
Performance Measures under the Annual Incentive Plan for 2025 There are two (2) categories in which performance is measured under the Annual Incentive Plan: Company/Bank performance and branch/departmental performance. The Company/Bank performance goals focus on core measures of profitability, risk and compliance, credit quality and efficiency of Company and Bank resources. For 2025, our Company/Bank goals consisted of return on equity compared with a regional peer group (using a three year average for 2025), efficiency ratio (compared to a regional peer group using a three year average for 2025), net interest income growth (compared to a regional peer group using a three year average for 2025), non-performing assets to total assets (compared to a regional peer group using a three year average for 2025), and net charge-offs to average total loans (using a three year average for 2025). An overall satisfactory regulatory rating, and individual employee performance review rating of competent are required. Should these measures not be met, no incentive award is granted. Branch goals included various measures, most notably loan and deposit growth, and branch profitability targets. Departmental goals included various projects, strategic initiatives and work performance measurements. The Annual Incentive Plan’s components have varying weights assigned, as well as varying award opportunities based upon job function. The following chart sets forth the 2025 goal weighting for our named executive officers:
Performance Measures under the Annual Incentive Plan for 2025
| Name | Company/Bank | Branch/Departmental | | Randall E. Black | 85% | 15% | | Stephen J. Guillaume | 65% | 35% | | David Z. Richards, Jr. | 60% | 40% | | Jeffrey L. Wilson | 60% | 40% | | Jeffrey R. White | 65% | 35% |
Long-Term Equity Incentives/Stock Grant Practices
Long-Term Equity Incentives/Stock Grant Practices Certain executives and members of senior management who participate in our Annual Incentive Plan, including our named executive officers, and who are not retirement eligible (as defined in the Bank’s tax qualified retirement plan) receive payment of awards under the Annual Incentive Plan, if any, 70% in the form of cash and 30% in the form of restricted stock granted under our 2016 Equity Incentive Plan. The purpose of paying a portion of the Annual Incentive Plan awards earned by these executives, if any, in the form of restricted stock is to further align their interests with shareholder interests, closely link their compensation with our performance, and maintain high levels of executive stock ownership. The grants of restricted stock are tied to satisfaction of performance goals set forth under our Annual Incentive Plan. See “Performance-Based Compensation” for information on specific performance goals for our named executive officers. In general, restricted stock awards vest ratably over a three-year period commencing on the first anniversary of the date of grant and continuing each anniversary date thereafter, subject to the executive’s continued employment through the applicable vesting date. Messrs. Guillaume and White are our named executive officers who are not retirement eligible and receive a portion of their earned Annual Incentive Plan awards, if any, in the form of restricted stock. The restricted stock award agreements for Messrs. Guillaume and White provide that vesting will accelerate in the event of death, disability, retirement, change in control or involuntary termination without cause. Pursuant to the terms of the Annual Incentive Plan, Messrs. Black, Richards, and Wilson, who each are retirement eligible, may elect to receive their earned Annual Incentive Awards, if any, 100% in the form of cash or up to 30% in the form of stock. Messrs. Black, Richards, and Wilson have each elected to receive 100% of their earned Annual Incentive Plan awards, if any, in the form of cash. The Compensation/Human Resource Committee’s process with respect to the determination of grant dates is made after carefully considering our timing of earnings releases and/or other material nonpublic information to ensure that there is no manipulation of the market to an executive’s benefit. Similarly, we never time the release of material nonpublic information to affect the value of executive compensation. In general, the release of such information reflects established timetables for the disclosure of material nonpublic information such as earnings reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure.
Employment Agreement and Change in Control Severance Agreements
Employment Agreement and Change in Control Severance Agreements We currently maintain an employment agreement with Mr. Black that we believe is consistent with the agreements provided to senior executive officers in our peer group. The Compensation/Human Resource Committee believes that the employment agreement with Mr. Black serves the interests of our Company and its shareholders by providing stability in management, outlining the terms and conditions of employment and ensuring that if a change in control is ever under consideration, Mr. Black will be able to advise our board of directors about the potential transaction in the best interests of shareholders, without being unduly influenced by personal considerations of losing his job. See “Executive Compensation—Employment Agreement” for additional details. In addition to the employment agreement with Mr. Black, we have entered into Change in Control Severance Agreements with Messrs. Guillaume, Richards, Wilson, and White. See “Executive Compensation—Change in Control Severance Agreements” for additional details.
Role of Compensation/Human Resource Committee
Role of Compensation/Human Resource Committee The Compensation/Human Resource Committee reviews and approves all of the elements of compensation for Mr. Black annually to ensure we are competitive in the marketplace and that the mix of benefits accurately reflects our compensation philosophy. The Compensation/Human Resource Committee operates under a written charter that establishes its responsibilities. The Compensation/Human Resource Committee reviews the charter annually to ensure that the scope of the charter is consistent with the Compensation/Human Resource Committee’s role. Under the charter, the Compensation/ Human Resource Committee is also charged with general responsibility for the oversight and administration of the Bank and Company sponsored compensation and benefit plans. The charter also authorizes the Compensation/ Human Resource Committee to engage consultants and other professionals without management approval to the extent deemed necessary to discharge its responsibilities. During 2025, the Compensation/Human Resource Committee retained the services of Blanchard Consulting Group to assist the Compensation/Human Resource Committee in performing its various duties within industry practice. Blanchard Consulting Group advised the committee on compensation programs for senior management and executives of the Bank. When making compensation decisions, the Compensation/Human Resource Committee considers salary survey data to understand compensation paid to similarly situated executives in our peer group. See “Peer Group” for a list of the publicly traded financial institutions that make up our peers. In addition to peer data, our Compensation/Human Resource Committee also looks at internal pay equity, individual and company performance and relative shareholder return when making compensation decisions.
Role of Compensation Consultant
Role of Compensation Consultant During 2025, the Compensation/Human Resource Committee retained the services of Blanchard Consulting Group to assist the Compensation/Human Resource Committee in performing its various duties within industry practice. Blanchard Consulting Group advised the committee on compensation programs for senior management and executives of the Bank. Additionally, the Committee utilized data provided by American Bankers Association Compensation and Benefits Survey Report, Balanced Comp Salary & Incentive Survey, Blanchard Consulting Group Salary and Cash Compensation Survey, Compdata Compensation Data Banking & Finance Survey, Crowe Bank Compensation and Benefits Survey, Economic Research Institute’s Salary Assessor, Mercer Commercial Banking Survey, and L.R. Webber Associates, Inc. to evaluate the salary ranges and incentive awards for our named executive officers.
Peer Group
Peer Group The Compensation/Human Resources Committee considers information about the practices and financial performance of its peers when making compensation decisions. The Compensation/Human Resources Committee reviews our peer group and determines if adjustments are necessary to reflect the business model and demographics of the Company. Our incentive peer group is disclosed by the Compensation/Human Resource Committee, but we might use information from other institutions when looking at compensation. In 2025, our incentive peer group was changed with four banks being removed and four banks being added, because of acquisitions which dissolved existing banks and to more closely align with our asset size. Our 2025 incentive peer consisted of the following community banks and thrifts in Pennsylvania, New York, and New Jersey with total assets between $1.9 billion and $5.4 billion:
Peer Group
| Financial Institution | City / Town | State | | Orrstown Financial Services, Inc. | Harrisburg | PA | | Peoples Financial Services Corp. | Scranton | PA | | Arrow Financial Corporation | Glens Falls | NY | | First Bank | Hamilton | NJ | | Ponce Financial Group, Inc. | Bronx | NY | | Chemung Financial Corporation | Elmira | NY | | Unity Bancorp, Inc. | Clinton | NJ | | Citizens & Northern Corporation | Wellsboro | PA | | Fidelity D & D Bancorp, Inc. | Dunmore | PA | | ACNB Corporation | Gettysburg | PA | | Meridian Corporation | Malvern | PA | | Norwood Financial Corp. | Honesdale | PA | | ENB Financial Corp. | Ephrata | PA | | Franklin Financial Services Corporation | Chambersburg | PA | | QNB Corp. | Quakertown | PA |
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the total compensation awarded, earned or paid to the principal executive officer of the Company, the principal financial officer of the Company, and our other three most highly compensated executives. These five officers are referred to as our “named executive officers” in this proxy statement.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(5) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Randall E. Black CEO & President of the Company and Bank | 2025 2024 2023 | 675,000 600,000 575,000 | 250 250 250 | 89,969 1,615 16,676 | - 545,991 519,918 | 342,217 156,927 57,397 | 105,207 94,814 90,084 | 1,212,643 1,399,597 1,259,325 | | Stephen J. Guillaume Executive Vice President, Chief Financial Officer, Treasurer of the Company and Bank | 2025 | 250,000 | 9,093(6) | 19,732 | - | - | 41,175 | 320,000 | | David Z. Richards, Jr. Senior Executive Vice President, Director of Emerging Markets | 2025 2024 2023 | 327,600 312,000 300,000 | 250 250 250 | - 24,035 45,109 | - 83,265 56,165 | - - - | 67,959 66,838 62,223 | 395,809 486,388 463,747 | | Jeffrey L. Wilson Senior Executive Vice President, Chief Credit Officer | 2025 2024 | 275,000 242,000 | 250 250 | - - | - 64,367 | 62,875 42,284 | 43,876 34,440 | 382,001 383,341 | | Jeffrey R. White Executive Vice President, Chief Operating Officer | 2025 | 283,250 | 25,250 | 8,012 | - | - | 43,162 | 359,674 |
Summary Compensation Table
| (1) Reflects the aggregate grant date fair value computed in accordance with Financial Accounting Board Accounting Standards Codification Topic 718– Share Based Payment based on the per share price on the date of grant. For 2025, the stock award for Mr. Black constituted 1,552 shares received as a stock bonus, based on a per share price of $57.97, which shares were vested upon grant. For 2025, the stock award for Mr. Guillaume constituted a grant of 331 restricted shares, based on a per share price of $56.82, that vest in three approximately equal annual installments commencing on May 21, 2026, and 15 shares received for years of service, based on a per share price of $61.65, which shares were vested upon grant. For 2025, the stock award for Mr. White constituted 141 restricted shares, based on a per share price of $56.82, that vest in three approximately equal annual installments commencing on May 21, 2026. The 331 and 141 restricted shares granted to Messrs. Guillaume and White, respectively, relate to the equity portion of the Annual Incentive Plan for performance related to calendar year 2024. |
Summary Compensation Table
| (2) Represents cash awards earned by each executive under the Annual Incentive Plan. Amounts for 2025 have not yet been determined. We expect to be able to determine the Annual Incentive Plan awards for 2025 by the end of June 2026. |
Summary Compensation Table
| (3) Represents increase/(decrease) in pension value for tax-qualified and supplemental pension benefits for the executive officer. |
Summary Compensation Table
| (4) Amounts stated in this column for 2025 consist of: |
Summary Compensation Table
| Name | 401(k) Match Contribution ($) | Life Insurance Premiums ($) | Auto Benefits ($) | Club Dues ($) | Deferred Compensation Plan Award ($) | Miscellaneous ($)(a) | Total ($) | | Randall E. Black | 12,250 | 5,128 | 7,702 | 4,780 | 67,500 | 7,847 | 105,207 | | Stephen J. Guillaume | 18,190 | 630 | - | - | 20,000 | 2,355 | 41,175 | | David Z. Richards, Jr. | 22,600 | 5,334 | 6,000 | - | 32,760 | 1,265 | 67,959 | | Jeffrey L. Wilson | 11,910 | 2,772 | - | - | 27,500 | 1,694 | 43,876 | | Jeffrey R. White | 11,478 | 420 | | - | 27,500 | 3,764 | 43,162 |
Summary Compensation Table
| (a) Miscellaneous items would include, if applicable: gross up on years of service award, cash dividends on restricted stock, stock dividends on restricted stock, imputed income from split dollar bank owned life insurance, spouse expense at Bank conference, Christmas gift, and insurance opt out. |
Summary Compensation Table
| (5) Represents a Christmas bonus paid to all eligible employees. |
Summary Compensation Table
| (6) Includes a discretionary 5-year award based on performance which vested in 2025. |
CEO Pay Ratio
CEO Pay Ratio The CEO pay ratio for 2025 is not calculable at this time because Mr. Black’s 2025 Annual Incentive Plan award has not yet been determined. In accordance with Securities and Exchange Commission rules, we will disclose the CEO pay ratio for 2025 once Mr. Black’s bonus amount for 2025 is determined, which we anticipate will occur by the end of June 2026.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2022 to 2025 calendar years. Note that compensation for our named executive officers (“NEOs”) other than our Chief Executive Officer (“CEO”) is reported as an average.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment based on: | | | | | Year | Summary Comp. Table Total for CEO(4) ($) | Comp. Actually Paid to CEO(3) ($) | Average Summary Comp. Table Total for Non-CEO NEOs(4) ($) | Average Comp. Actually Paid to Non-CEO NEOs(3) ($) | Investment Based On TSR | Peer Group TSR(1) | Net Income ($)(2) | Return on Equity (%) | | 2025 | 1,212,643(5) | 1,027,649(5) | 364,371(5) | 353,094(5) | 125 | 153 | 36,572 | 11.51 | | 2024 | 1,399,597 | 1,278,195 | 399,065 | 398,075 | 133 | 143 | 27,818 | 9.59 | | 2023 | 1,259,325 | 1,250,419 | 608,233 | 572,769 | 130 | 127 | 17,811 | 7.39 | | 2022 | 1,444,882 | 1,325,720 | 469,497 | 443,438 | 148 | 127 | 29,060 | 14.42 | | 2021 | 1,648,879 | 1,418,622 | 462,656 | 423,070 | 113 | 137 | 29,118 | 14.17 |
Pay Versus Performance
| (1) The Peer Group Total Shareholder Return amounts are determined based on the KBW NASDAQ Regional Banking Index. |
Pay Versus Performance
| (2) Presented in thousands. |
Pay Versus Performance
| (3) Compensation actually paid (“CAP”) is defined by the SEC and is computed by starting with the “Total” column of the Summary Compensation Table (“SCT”) for each year and then: |
Pay Versus Performance
| • | subtracting the amount in the “Restricted Stock Awards” column of the SCT for such year, |
Pay Versus Performance
| • | adding, for all unvested equity awards granted during the reporting year and outstanding on the last day of the reporting year, the fair value as of the last day of the reporting year, utilizing the same assumptions as the Outstanding Equity Awards at 2025 Fiscal Year-End table below. |
Pay Versus Performance
| • | adding, for all unvested equity awards granted prior to the reporting year and outstanding on the last day of the reporting year, the change in fair value from the last day of the preceding year to the last day of the reporting year, utilizing the same assumptions as the Outstanding Equity Awards at 2025 Fiscal Year-End table below. |
Pay Versus Performance
| • | adding, for equity awards vesting during the reporting year, the change in fair value from the last day of the preceding year to the vesting date, |
Pay Versus Performance
| • | adding the value of any dividends or other earnings paid in the reporting year on unvested equity awards that are not otherwise included in the total compensation for the reporting year, |
Pay Versus Performance
| • | subtracting the amount in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column of the SCT for such year, and |
Pay Versus Performance
| • | adding, for all defined benefit and actuarial pension plans, (A) the service cost, calculated as the actuarial present value attributable to services rendered during the reporting year, plus (B) the prior service cost, calculated as the entire cost of benefits granted in a plan amendment during the reporting year that are attributed by the benefit formula to services rendered in periods prior to the amendment. |
Pay Versus Performance
For this purpose, the fair value of equity awards is computed in a manner consistent with the fair value methodology used to report Outstanding Equity Awards at Fiscal Year-End. This may result in a difference in the share value input used for the fair value calculation at year-end when compared to the share value used for performance-based share awards at time of award. The following tables reflect the adjustments made to SCT total compensation to compute CAP for the position of CEO and average CAP for our other NEOs:
Pay Versus Performance
| CEO SCT Total to CAP Reconciliation | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | SCT Total Compensation | 1,212,643 | 1,399,597 | 1,259,325 | 1,444,882 | 1,648,879 | | SCT Stock Awards | (89,969) | (1,615) | (16,676) | (20,944) | (13,712) | | Fair Value of New Unvested Equity Awards | - | - | - | - | - | | Change in Fair Value of Existing Unvested Equity Awards | - | - | - | - | - | | Change in Fair Value of Vesting Equity Awards | - | - | - | - | 13,702 | | Fair Value of New Vested Equity Awards | 89,969 | 1,615 | 16,676 | 20,944 | 13,702 | | Fair Value as of Prior Year-end of Equity Awards Forfeited | - | - | - | - | - | | Dividends on Unvested Equity Awards | - | - | - | - | 1,990 | | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | (342,217) | (156,927) | (57,397) | (186,483) | (418,139) | | Service Cost & Prior Service Cost | 157,223 | 35,525 | 48,491 | 67,321 | 172,200 | | CAP | 1,027,649 | 1,278,195 | 1,250,419 | 1,325,720 | 1,418,622 |
Pay Versus Performance
| Average Non-CEO NEOs SCT Total to CAP Reconciliation | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | SCT Total Compensation | 364,371 | 399,065 | 608,233 | 469,497 | 462,656 | | SCT Stock Awards | (6,936) | (8,012) | (27,182) | (10,037) | (8,305) | | Fair Value of New Unvested Equity Awards | 6,728 | 11,755 | 19,448 | 4,757 | 4,097 | | Change in Fair Value of Existing Unvested Equity Awards | (472) | (263) | (2,862) | 1,074 | 448 | | Change in Fair Value of Vesting Equity Awards | (7,096) | (2,831) | 2 | 687 | 3,863 | | Fair Value of New Vested Equity Awards | 231 | 0 | 4,716 | 5,830 | 4,202 | | Fair Value as of Prior Year-end of Equity Awards Forfeited | - | - | - | - | - | | Dividends on Unvested Equity Awards | 644 | 706 | 765 | 303 | 850 | | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | (15,719) | (18,898) | (55,069) | (48,463) | (80,611) | | Service Cost & Prior Service Cost | 11,343 | 16,553 | 24,718 | 19,790 | 35,870 | | CAP | 353,094 | 398,075 | 572,769 | 443,438 | 423,070 |
Pay Versus Performance
| (4) The CEO for each year is Randall E. Black. |
Pay Versus Performance
| The Non-CEO NEOs for each year are as follows: |
Pay Versus Performance
| • | For 2025: Stephen J. Guillaume, David Z. Richards, Jr., Jeffrey L. Wilson, and Jeffrey R. White |
Pay Versus Performance
| • | For 2024: David Z. Richards, Jr., Jeffrey L. Wilson, and Mickey L. Jones |
Pay Versus Performance
| • | For 2023: Mickey L. Jones and David Z. Richards, Jr. |
Pay Versus Performance
| • | For 2022: Mickey L. Jones and Stephen J. Guillaume |
Pay Versus Performance
| • | For 2021: Mickey L. Jones and Stephen J. Guillaume |
Pay Versus Performance
| (5) Amounts for 2025 do not reflect any award payable to the Company’s named executive officers under the Annual Incentive Plan and the award amounts for 2025 have not yet been determined. We expect to be able to determine the Annual Incentive Plan awards for 2025 by the end of June 2026. |
Grants of Plan-Based Awards During 2025
Grants of Plan-Based Awards During 2025 Annual Incentive Plan. The following table provides information on the estimated payouts that may be awarded to our named executive officers upon the achievement of performance goals under the Annual Incentive Plan for 2024. Annual incentive awards are distributed in a combination of cash and restricted stock to our named executive officers. Once granted, restricted stock awards earned under the Annual Incentive Plan are subject to the terms and conditions of our 2016 Equity Incentive Plan and vest over a period of three years.
Grants of Plan-Based Awards During 2025
| | | Estimated Future Payouts | | | Estimated Future Payouts | | | | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | | Grant Date Fair Value of Stock Awards | | | | Plan Awards(1) | | | Plan Awards | | | All Other Stock Awards | | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Randall E. Black | | $337,500 | $506,250 | $675,000 | - | - | - | | | | | 12/22/2025(2) | | | | | | | 1,552 | $89,969 | | Stephen J. Guillaume | | $30,625 | $45,938 | $61,250 | $13,125 | $19,688 | $26,250 | | | | | 2/18/2025(3) | | | | | | | 15 | $925 | | David Z. Richards, Jr. | | $57,330 | $85,995 | $114,660 | - | - | - | | | | Jeffrey L. Wilson | | $48,125 | $72,188 | $96,250 | - | - | - | | | | Jeffrey R. White | | $34,698 | $52,047 | $69,396 | $14,871 | $22,306 | $29,741 | | |
Grants of Plan-Based Awards During 2025
| (1) These columns illustrate the possible payouts for each of our named executive officers under our Annual Incentive Plan for 2025. With respect to Messrs. Guillaume and White, a portion of the incentive opportunity under the Annual Incentive Plan is payable in Company common stock and a portion is paid in cash in accordance with the terms of the plan. The actual number of shares of restricted stock will be determined when the award is distributed in 2026. |
Grants of Plan-Based Awards During 2025
| (2) Represents 1,552 shares granted to Mr. Black for a stock bonus which shares were vested upon grant. |
Grants of Plan-Based Awards During 2025
| (3) Represents 15 shares granted to Mr. Guillaume for years of service which shares were vested upon grant. |
Grants of Plan-Based Awards During 2025
We maintain the Annual Incentive Plan for the purpose of aligning the employee incentive goals with our overall strategic plan. The Annual Incentive Plan requires participants to satisfy two components: corporate goals; and departmental/branch performance goals. For 2025, our Company/Bank goals consisted of return on equity compared with a regional peer group (using a three year average for 2025), efficiency ratio (compared to a regional peer group using a three year average for 2025), net interest income growth (compared to a regional peer group using a three year average for 2025), non-performing assets to total assets (compared to a regional peer group using a three year average for 2025), and net charge-offs to average total loans (using a three year average for 2025). An overall satisfactory regulatory rating, and individual employee performance review rating of competent are required and are incentive plan qualifiers. Should these measures not be met, no incentive award is granted. Branch goals included various measures, most notably loan and deposit growth, and branch profitability targets. Departmental goals included various projects, strategic initiatives and work performance measurements. The Compensation/ Human Resource Committee and/or Board retain the discretion to reduce payments under the Annual Incentive Plan. The Annual Incentive Plan’s components have varying weights assigned, as well as varying award opportunities based upon job function. The performance period for the Annual Incentive Plan for 2025 began on January 1, 2025 and ended on December 31, 2025. However, the Company is unable as of the date of this proxy statement to certify as to the satisfaction of the performance goals for 2025. For 2025, the weighting for Mr. Black’s incentive award was 85% corporate goals and 15% branch/departmental goals, with a maximum payout of 100% of eligible compensation. For 2025, the weighting for Messrs. Richards and Wilson’s incentive award was 60% corporate goals and 40% branch/departmental goals, with a maximum payout of 35% of eligible compensation. For 2025, the weighting for Messrs. Guillaume and White’s incentive award was 65% corporate goals and 35% branch/departmental goals, with a maximum payout of 35% of eligible compensation. Pursuant to the terms of the Annual Incentive Plan, Messrs. Black, Richards, and Wilson, who each are retirement eligible, elected to receive 100% of their earned Annual Incentive Plan awards, if any, in the form of cash. Messrs. Guillaume and White, who are not retirement eligible, will receive their earned Annual Incentive Plan award, if any, 70% in the form of cash and 30% in the form of restricted stock. The grants of restricted stock vest ratably over a three-year period commencing on the first anniversary of the date of grant and continuing each anniversary date. Once issued, the awards of restricted stock granted in connection with the Annual Incentive Plan are subject to the terms and conditions of the underlying equity incentive plan. 2016 Equity Incentive Plan. The 2016 Equity Incentive Plan permits the Company, under the supervision of the Compensation/ Human Resource Committee, and subject to the approval of the Board of Directors, to make equity-based awards to employees and non-employee directors. The 2016 Equity Incentive Plan provides for awards of both restricted stock and awards of stock without restrictions or other conditions. The purpose of these stock awards is to attract and retain competitively superior people, further align employees and non-employee directors with shareholder interest, closely link employee and non-employee compensation with the Company’s performance, and maintain high levels of executive and non-employee stock ownership. The 2016 Equity Incentive Plan also provides a component of the total compensation package offered to employees and reflects the importance placed on motivating and rewarding superior results with long-term incentives.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth information concerning stock awards granted to the named executive officers that have not vested as of December 31, 2025. No stock options were outstanding at December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | | Randall E. Black | - | - | | Stephen J. Guillaume | 631(2) | $35,980 | | David Z. Richards, Jr. | - | - | | Jeffrey L. Wilson | - | - | | Jeffrey R. White | 1,152(3) | $65,687 |
Outstanding Equity Awards at December 31, 2025
| (1) Based upon the Company’s closing stock price of $57.02 on December 31, 2025. |
Outstanding Equity Awards at December 31, 2025
| (2) Includes 331 shares that vest in three equal annual installments commencing on May 21, 2026, 204 shares that vest in two equal installments on June 13, 2026 and June 13, 2027, 53 shares that will vest on December 28, 2026, and 43 shares that will vest on June 29, 2026. |
Outstanding Equity Awards at December 31, 2025
| (3) Includes 141 shares that vest in three equal annual installments commencing on May 21, 2026, and 1,011 shares that vest in two equal installments on August 19, 2026 and August 19, 2027. |
Pension Benefits at December 31, 2025
Pension Benefits at December 31, 2025 The following table sets forth the actuarial present value of each named executive officer’s accumulated benefit under our tax-qualified and non-tax-qualified defined benefit plans, along with the number of years of credited service under the respective plans. Messrs. Black and Wilson participate in our Account Balance Pension Plan. Mr. Black also participates in the SERP.
Pension Benefits at December 31, 2025
| Name | Plan Name | Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Randall E. Black | First Citizens Community Bank Account Balance Pension Plan | 33 | 715,679 | | | | Supplemental Executive Retirement Plan | 33 | 2,055,264 | | | Jeffrey L. Wilson | First Citizens Community Bank Account Balance Pension Plan | 38 | 529,461 | | | | Supplemental Executive Retirement Plan | 38 | - | |
Potential Post-Termination Benefits
Potential Post-Termination Benefits Payments Made Upon Termination by the Company for Cause. Under the terms of the employment and change in control severance agreements, our contracted named executive officers will receive no severance payments in the event of termination for cause. In addition, a termination for cause will also result in the forfeiture of all unvested restricted stock awards. Further, participants in the Annual Incentive Plan forfeit all rights to incentive opportunities as a result of a termination for cause. SERP participants and Deferred Compensation Plan participants will not receive any benefit upon termination for cause. Payments Made Upon Termination by the Company Without Cause or by the Executive for Good Reason. In the event that the Company or the Bank chooses to terminate Mr. Black’s employment for reasons other than for cause or, in the event of Mr. Black’s resignation from the Company or the Bank for good reason, the Company shall pay Mr. Black a lump sum amount equal to two (2) times Mr. Black’s base salary, minus applicable taxes and withholdings. In addition, for a period of one (1) year from the date of termination, Mr. Black shall receive continued health, life and disability insurance coverage under the same terms in effect during the one year prior to his termination. Except as provided below, neither Messrs. Guillaume, Richards, Wilson, or White receive any benefit under their respective Change in Control Severance Agreements in the event the Company terminates them without cause or they terminate their employment for good reason other than in a Qualifying Termination. All outstanding restricted stock awards will vest if the executive is terminated by the Company or the Bank without cause. Participants in the Annual Incentive Plan must be employed by the Bank on the date the benefits are paid. Therefore, if a participant terminates employment without cause or for good reason prior to payment under the Annual Incentive Plan, all rights to plan benefits are forfeited, unless otherwise determined by the Committee administering the plan. SERP participants will receive their vested accrued early termination benefit upon termination by the Company without cause or by the executive for good reason if they separate from service before age 62 and their normal retirement benefit if they separate from service on or after attaining age 62. Deferred Compensation Plan participants receive their vested account balance upon their separation from service. Payments Made Upon Disability. Under the terms of Mr. Black’s employment agreement, if his employment is terminated due to a disability, Mr. Black will be entitled to the same benefit as provided by the Company’s long-term disability plan. Messrs. Guillaume, Richards, Wilson, and White receive no benefit under their respective Change in Control Severance Agreements in the event their employment is terminated due to a disability and such termination is not a Qualifying Termination; however, Messrs. Guillaume, Richards, Wilson, and White each will receive a benefit under the Company’s long-term disability plan if they meet the requirements of the plan upon termination. All unvested restricted stock awards vest upon termination of employment due to disability. If a participant in the Annual Incentive Plan terminates his or her service with the Bank due to a disability prior to distribution of the award, the participant’s award will be prorated based on the period of active employment with the Bank. SERP participants become fully vested and will receive their accrued early termination benefit upon termination due to disability if they separate from service before age 62 and their normal retirement benefit if they separate from service on or after attaining age 62. Deferred Compensation Plan participants become 100% vested upon disability and receive their vested account balance upon their separation from service. Payments Made Upon Death. Under his employment agreement, Mr. Black’s estate is entitled to receive any compensation accrued, but unpaid, as of the date of the executive’s death. Messrs. Guillaume, Richards, Wilson, and White receive no death benefit under their respective Change in Control Severance Agreements. All unvested restricted stock awards vest upon death of an award recipient. In addition, if a participant in the Annual Incentive Plan dies prior to distribution of an award, the participant’s award will be prorated based on the period of active employment with the Bank. If a SERP participant dies prior to a separation from service, the SERP participant’s beneficiary will receive the normal retirement benefit the participant would have received if he were deemed to have attained his normal retirement age (age 62) immediately prior to his death. If he dies after a separation from service, his beneficiary will receive the remaining benefits that would have been made to him. Deferred Compensation Plan participants become 100% vested upon death with benefits paid to their beneficiary in a lump sum within 60 days. Payments Made Upon a Termination with a Change in Control In the event of a termination of employment in connection with a change in control, Mr. Black’s employment agreement provides him with a lump sum amount equal to 2.99 times his base salary. In addition, for a period of 18 months from the date of termination or until Mr. Black secures substantially similar benefits through other employment, whichever shall occur first, Mr. Black is entitled to continued health, life and disability insurance coverage under the same terms in effect during the one year prior to his termination. Under Messrs. Guillaume, Richards, Wilson, and White’s Change in Control Severance Agreements, if an executive’s employment is terminated in a Qualifying Termination, then, subject to the executive’s timely execution and non-revocation of a release of claims against the Company and the Bank and the executive’s continued compliance with applicable restrictive covenants, the executive will be eligible to receive the Accrued Amounts and the Severance Benefits. Section 280G of the Internal Revenue Code (“Section 280G”) provides that severance payments that equal or exceed three times an individual’s base amount are deemed to be “excess parachute payments” if they are contingent upon a change in control. An individual’s base amount is equal to an average of the individual’s Box 1, Form W-2 compensation for the five years preceding the year a change in control occurs (or such lesser number of years if the individual has not been employed for five years). Individuals receiving excess parachute payments are subject to a 20% excise tax on the amount of the payment in excess of the base amount, and the employer may not deduct such amount for federal tax purposes. The employment agreement limits payments made to Mr. Black to amounts that will not exceed the limit exposed by Section 280G. The Change in Control Severance Agreements limit payments made to the executives in connection with a change in control to amounts that will not exceed the limits imposed by Section 280G, and the payments shall be reduced solely to the extent such reduction would result in the executive receiving more than they would otherwise receive on an after-tax basis without the reduction.
Potential Post-Termination Benefits
In addition, all outstanding restricted stock awards will vest upon a change in control. SERP participants who have not separated from service and have not attained their normal retirement age (age 62) prior to a change in control will receive their normal retirement benefit (determined without regard to their age or years of service at the time of the change in control) paid in an actuarial equivalent lump sum within ten days of the change of control. Participants that have attained their normal retirement age will receive their normal retirement benefit after their separation from service. Deferred Compensation Plan participants become 100% vested and will receive their account balance in a lump sum within 30 days following a change in control. Payments Made Upon a Change in Control – No Termination. In the event of a change in control without termination, Mr. Black’s employment agreement does not result in a lump sum payment as long as certain criteria is meet including no change in title, responsibilities, authority, compensation, or relocation of his place of employment exceeding 50 miles from the current location. Under Messrs. Guillaume, Richards, Wilson, and White’s Change in Control Severance Agreements no payment is made without termination of their employment. In addition, all outstanding restricted stock awards will vest upon a change in control without termination. SERP participants who have not separated from service and have not attained their normal retirement age (age 62) prior to a change in control will receive their normal retirement benefit (determined without regard to their age or years of service at the time of the change in control without termination) paid in an actuarial equivalent lump sum within ten days of the change of control. Deferred Compensation Plan participants become 100% vested and will receive their account balance in a lump sum within 30 days following a change in control. Payments Upon Retirement. In addition to the tax-qualified retirement benefits and non-qualified retirement benefits set forth in “Pension Benefits” above, participants in the Annual Incentive Plan who retire from the Bank will receive a prorated payout based on the period of the participant’s active employment only. Deferred Compensation Plan participants receive their vested account balance following a separation from service. In addition, all unvested restricted stock awards will vest upon the retirement of an award recipient. The term “retirement” is defined in the 2016 Equity Incentive Plan to mean the termination of the award recipient’s employment following the first day of the month coincident with or next following attainment of age 65, or attainment of age 55 and the completion of fifteen years of service, or attainment of age 62 and the completion of ten years of service. Potential Post-Termination Benefits Table. The amount of compensation payable to each named executive officer upon the occurrence of certain events is noted in the table below. The amounts shown assume that such termination was effective as of December 31, 2025, and thus include amounts earned through such time and are estimates of the amounts that would be paid to the executives upon their termination. The amounts shown relating to unvested stock awards are based on $57.02 per share, which was the fair market value of Company common stock on December 31, 2025. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company or Bank. The table does not include the executives’ account balances in the Bank’s tax-qualified retirement plan to which each executive has a non-forfeitable interest.
Potential Post-Termination Benefits
| | Randall E. Black | Stephen J. Guillaume | David Z. Richards, Jr | Jeffrey L. Wilson | Jeffrey R. White | | Death: | | | | | | | Employment Agreement | - | - | - | - | - | | Change in Control Severance Agreement | - | - | - | - | - | | SERP(1) | $2,035,896 | - | - | - | - | | Executive Deferred Compensation Plan | $674,508 | $54,256 | $208,957 | $193,557 | $28,665 | | Long Term Incentive Award | - | $26,357 | - | - | - | | Equity Awards | - | $35,980 | - | - | $65,687 | | Disability: | | | | | | | Employment Agreement | - | - | - | - | - | | Change in Control Severance Agreement | - | - | - | - | - | | SERP(2) | $2,055,264 | - | - | - | - | | Executive Deferred Compensation Plan | $674,508 | $54,256 | $208,957 | $193,557 | $28,665 | | Long Term Incentive Award | - | $26,357 | - | - | - | | Equity Awards | - | $35,980 | - | - | $65,687 | | Retirement or Voluntary Termination Without Good Reason: | | | | | | | Employment Agreement | - | - | - | - | - | | Change in Control Severance Agreement | - | - | - | - | - | | SERP(3) | $2,055,264 | - | - | - | - | | Executive Deferred Compensation Plan(3) | $674,508 | - | $208,957 | $193,557 | - | | Long Term Incentive Award | - | $8,843 | - | - | - | | Equity Awards | - | $35,980 | - | - | $65,687 | | Termination By Company For Cause: | | | | | | | Employment Agreement | - | - | - | - | - | | Change in Control Severance Agreement | - | - | - | - | - | | SERP | - | - | - | - | - | | Executive Deferred Compensation Plan | $117,196 | - | - | - | - | | Long Term Incentive Award | - | $8,843 | - | - | - | | Equity Awards | - | - | - | - | - |
Potential Post-Termination Benefits
| Voluntary Termination By Executive For Good Reason (not in Connection with a Change in Control): | | | | | | | Employment Agreement(4) | $1,371,661 | - | - | - | - | | Change in Control Severance Agreement | - | - | - | - | - | | SERP(3) | $2,055,264 | - | - | - | - | | Executive Deferred Compensation Plan(3) | $674,508 | - | $208,957 | $193,557 | - | | Long Term Incentive Award | - | $8,843 | - | - | - | | Equity Awards | - | $35,980 | - | - | $65,687 | | Termination By Company Without Cause (not in Connection with a Change in Control): | | | | | | | Employment Agreement(4) | $1,371,661 | - | - | - | - | | Change in Control Severance Agreement | - | - | - | - | - | | SERP(3) | $2,055,264 | - | - | - | - | | Executive Deferred Compensation Plan(3) | $674,508 | - | $208,957 | $193,557 | - | | Long Term Incentive Award | - | $8,843 | - | - | - | | Equity Awards | - | $35,980 | - | - | $65,687 | | Termination in Connection with a Change-in-Control(5): | | | | | | | Employment Agreement(4) | $2,050,741 | - | - | - | - | | Change in Control Severance Agreement(4) | - | $349,952 | $497,122 | $415,155 | $376,879 | | SERP(1) | $2,035,896 | - | - | - | - | | Executive Deferred Compensation Plan(3) | $674,508 | $54,256 | $208,957 | -$193,557 | $28,665 | | Long Term Incentive Award | - | $26,357 | - | - | - | | Equity Awards | - | $35,980 | - | - | $65,687 | | Change-in-Control No Termination: | | | | | | | Employment Agreement(4) | - | - | - | - | - | | Change in Control Severance Agreement(4) | - | - | - | - | - | | SERP(1) | $2,035,896 | - | - | - | - | | Executive Deferred Compensation Plan(3) | $674,508 | $54,256 | $208,957 | $193,557 | $28,665 | | Long Term Incentive Award | - | $26,357 | - | - | - | | Equity Awards | - | $35,980 | - | - | $65,687 |
Potential Post-Termination Benefits
| (1) Represents the executive’s normal retirement benefit under the arrangement, regardless of his age at the time of separation from service or death. |
Potential Post-Termination Benefits
| (2) Represents the value of the executive’s early retirement benefit which fully vests upon his termination due to disability. |
Potential Post-Termination Benefits
| (3) Messrs. Black, Richards, and Wilson are fully vested under the Deferred Compensation Plan because of their age and years of service with the Bank. Mr. Richards and Mr. Wilson’s vesting would accelerate due to their change-in-control. |
Potential Post-Termination Benefits
| (4) Amount includes the cash amounts payable and value of benefits each executive is eligible to receive under their respective Change in Control Severance Agreements, as described above. |
Potential Post-Termination Benefits
| (5) The amount shown does not reflect adjustments that could be made to the executive’s total change in control severance payment to ensure the executive’s severance payment would not be deemed an “excess parachute payment” under Section 280G of the Internal Revenue Code. |
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS
OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS