Citizens Financial Services (CZFS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 15, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of February 24, 2025, are eligible to vote; 4,759,471 shares outstanding, each with one vote.

• Proxy materials are available online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of one Class 1 director for a two-year term and four Class 2 directors for three-year terms.

• Ratification of S.R. Snodgrass, P.C. as independent auditor for fiscal year 2025.

• Advisory vote on executive compensation (say-on-pay).

• No other business is anticipated at the meeting.

Board of directors and corporate governance

• Board consists of 13 members; all but three are independent per Nasdaq standards.

• Chairman and CEO roles are separated to enhance oversight; R. Joseph Landy is Chairman, Randall E. Black is CEO and Vice Chairman.

• Lead Independent Director and regular executive sessions support independent oversight.

• Board committees (Audit, Compensation, Governance) are fully independent and operate under written charters.

• Annual board and director self-evaluations are conducted, with a focus on diversity and board refreshment.

• Stock ownership requirements and age limits for directors are in place.