CEO Randall Black was paid $1,212,643 in fiscal year 2025, down 13.4% from fiscal year 2024, the 38th percentile of its disclosed peer group (SEC filing 0001140361-26-009104 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,212,643 Randall Black total, FY2025 | 38th CEO pay percentile vs peers | — CEO-to-median pay ratio | — Say-on-pay support, latest vote |
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Each company listed discloses FCCB in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named FCCB in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Randall Black | $675,000 | $250 | $89,969 | $0 | $0 | $342,217 | $105,207 | $1,212,643 |
| CEO & President of the Company and Bank | ||||||||
| David Richards | 327,600 | 250 | 0 | 0 | 0 | 0 | 67,959 | 395,809 |
| Senior Executive Vice President, Director of Emerging Markets | ||||||||
| Jeffrey Wilson | 275,000 | 250 | 0 | 0 | 0 | 62,875 | 43,876 | 382,001 |
| Senior Executive Vice President, Chief Credit Officer | ||||||||
| Jeffrey White | 283,250 | 25,250 | 8,012 | 0 | 0 | 0 | 43,162 | 359,674 |
| Executive Vice President, Chief Operating Officer | ||||||||
| Stephen Guillaume | 250,000 | 9,093 | 19,732 | 0 | 0 | 0 | 41,175 | 320,000 |
| Executive Vice President, Chief Financial Officer, Treasurer of the Company and Bank | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Randall Black | $1,212,643 | $1,399,597 | $1,259,325 | −186,954 |
| David Richards | 395,809 | 486,388 | 463,747 | −90,579 |
| Jeffrey Wilson | 382,001 | 383,341 | — | −1,340 |
| Jeffrey White | 359,674 | — | — | — |
| Stephen Guillaume | 320,000 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Randall Black | PSU | 2025-12-22 | — | — | — | 1,552 | $89,969 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Randall Black | $0 | $89,969 | $0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
The compensation program is designed to provide a competitive package that aligns executive interests with long-term shareholder value, reinforces key business objectives, encourages management ownership of common stock, and attracts and retains talented senior management.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Blanchard Consulting Group |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Randall E. BlackEmployee director | — | — | — | — | — | $105,207 |
| R. Joseph LandyIndependent · Board Chair · Compensation/ Human Resource Committee · Governance and Nominating Committee | 66,837 | 21,843 | — | — | 2,212 | 90,892 |
| Terry B. OsborneIndependent · Audit and Examination Committee | 41,060 | 21,843 | — | — | 9,095 | 71,998 |
| Robert W. ChappellIndependent · Compensation/ Human Resource Committee (Chair) · Governance and Nominating Committee | 45,935 | 21,843 | — | — | 1,337 | 69,115 |
| Rinaldo A. DePaolaIndependent · Lead Independent Director · Compensation/ Human Resource Committee · Governance and Nominating Committee (Chair) | 45,185 | 21,843 | — | — | 1,863 | 68,891 |
| Thomas E. FreemanIndependent · Audit and Examination Committee (Chair) · Compensation/ Human Resource Committee · Governance and Nominating Committee | 45,110 | 21,843 | — | — | 1,435 | 68,388 |
| David Z. Richards JrEmployee director | — | — | — | — | — | 67,959 |
| Roger C. Graham JrIndependent · Audit and Examination | 45,485 | 21,843 | — | — | 397 | 67,725 |
| John P. Painter IIIndependent · Audit and Examination Committee | 41,350 | 21,843 | — | — | 3,808 | 67,001 |
| Christopher W. KunesIndependent · Compensation/ Human Resource Committee · Governance and Nominating Committee | 42,635 | 21,843 | — | — | 402 | 64,880 |
| Janie M. HilfigerIndependent · Audit and Examination Committee · Governance and Nominating Committee | 40,435 | 21,843 | — | — | 2,090 | 64,368 |
| Mickey L. JonesIndependent · Compensation/ Human Resource Committee | 27,625 | 13,656 | — | — | 374 | 41,655 |
| Joseph B. Bower JrIndependent · Audit and Examination · Compensation/Human Resource · Governance and Nominating · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $28,375 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $675 |
| Committee chair fees (audit / comp / nom-gov) | 3,500 / 3,000 / 3,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $441,657 |
| Equity awards (grant-date value) | $210,243 |
| All other compensation | $23,013 |
| Total cost of the board | $674,913 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies CITIZENS FINANCIAL SERVICES INC names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including CITIZENS FINANCIAL SERVICES INC.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Orrstown Financial Services, Inc. | 2025 | Thomas R. Quinn, Jr. | $812,317 | $599,969 | $0 | $549,054 | $4,222,617 |
| 2 | Unity Bancorp, Inc. | 2025 | James Hughes | 825,000 | 573,580 | 0 | 707,438 | 2,703,888 |
| 3 | ACNB Corporation | 2025 | James Helt | 593,569 | 319,193 | 0 | 0 | 1,825,912 |
| 4 | Meridian Corporation | 2025 | Christopher Annas | 622,000 | 264,000 | 0 | 0 | 1,677,997 |
| 5 | Arrow Financial Corporation | 2025 | David DeMarco | 715,850 | 243,265 | 0 | 379,401 | 1,572,406 |
| 6 | Ponce Financial Group, Inc. | 2025 | Carlos Naudon | 674,375 | 0 | 0 | 0 | 1,547,751 |
| 7 | Chemung Financial Corporation | 2025 | Anders Tomson | 720,300 | 230,044 | 0 | 0 | 1,417,130 |
| 8 | Fidelity D & D Bancorp, Inc. | 2025 | Daniel Santaniello | 557,951 | 149,449 | 0 | 380,446 | 1,263,329 |
| 9 | CITIZENS FINANCIAL SERVICES INC | 2025 | Randall Black | 675,000 | 89,969 | 0 | 0 | 1,212,643 |
| 10 | Peoples Financial Services Corp. | 2025 | Gerard Champi | 557,000 | 162,400 | 0 | 204,020 | 1,068,323 |
| 11 | Citizens & Northern Corporation | 2025 | J. Bradley Scovill | 605,000 | 118,394 | 0 | 248,838 | 1,041,499 |
| 12 | Norwood Financial Corp. | 2025 | James Donnelly | 605,000 | 198,200 | 0 | 0 | 1,009,784 |
| 13 | QNB Corp. | 2025 | David Freeman | 675,000 | 0 | 0 | 162,000 | 925,072 |
| 14 | Franklin Financial Services Corporation | 2025 | Craig Best | 523,198 | 44,610 | 0 | 207,971 | 788,859 |
| — | ENB Financial Corp. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| CITIZENS FINANCIAL SERVICES INC | not disclosed | Restricted Stock 30 | not disclosed | Blanchard Consulting Group |
| ACNB Corporation | not disclosed | not disclosed | No | Blanchard Consulting Group |
| Arrow Financial Corporation | 106% | Restricted Stock 100 | not disclosed | Pearl Meyer & Partners, LLC |
| Chemung Financial Corporation | not disclosed | RSU 100 | not disclosed | Aon |
| Citizens & Northern Corporation | 141.4% | RSU 50 · PSU 50 | No | Pearl Meyer & Partners, LLC |
| ENB Financial Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Fidelity D & D Bancorp, Inc. | not disclosed | RSU 100 | No | Blanchard Consulting Group |
| Franklin Financial Services Corporation | not disclosed | RSU 100 | No | Blanchard Consulting Group |
| Meridian Corporation | 130% | RSU 100 | not disclosed | not disclosed |
| Norwood Financial Corp. | 25% | RSU 100 | not disclosed | not disclosed |
| Orrstown Financial Services, Inc. | 67% | RSU 50 · PSU 50 | No | Aon |
| Peoples Financial Services Corp. | 104% | PSU 50 · RSU 50 | No | Pearl Meyer & Partners, LLC |
| Ponce Financial Group, Inc. | not disclosed | not disclosed | not disclosed | Pearl Meyer |
| QNB Corp. | not disclosed | Option 100 | not disclosed | not disclosed |
| Unity Bancorp, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Randall Black | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Summary Compensation Table”. As printed: 1,212,643. Filing ↗ |
| 2 | Section 01, David Richards | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Summary Compensation Table”. As printed: 395,809. Filing ↗ |
| 3 | Section 01, Jeffrey Wilson | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Summary Compensation Table”. As printed: 382,001. Filing ↗ |
| 4 | Section 01, Jeffrey White | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Summary Compensation Table”. As printed: 359,674. Filing ↗machine: r5 · c8 · span 532003–532010 |
| 5 | Section 01, Stephen Guillaume | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Summary Compensation Table”. As printed: 320,000. Filing ↗machine: r2 · c8 · span 525698–525705 |
| 6 | Section 03, Randall Black PSU | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Grants of Plan-Based Awards During 2025” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 08, Randall E. Black | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 105,207. Filing ↗ |
| 8 | Section 08, R. Joseph Landy | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 90,892. Filing ↗machine: span 285078–285172 |
| 9 | Section 08, Terry B. Osborne | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 71,998. Filing ↗machine: span 286520–286614 |
| 10 | Section 08, Robert W. Chappell | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 69,115. Filing ↗machine: span 276924–277018 |
| 11 | Section 08, Rinaldo A. DePaola | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 68,891. Filing ↗machine: span 277924–278018 |
| 12 | Section 08, Thomas E. Freeman | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 68,388. Filing ↗machine: span 279265–279359 |
| 13 | Section 08, David Z. Richards Jr | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 67,959. Filing ↗ |
| 14 | Section 08, Roger C. Graham Jr | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 67,725. Filing ↗machine: span 280283–280377 |
| 15 | Section 08, John P. Painter II | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 67,001. Filing ↗machine: span 287520–287614 |
| 16 | Section 08, Christopher W. Kunes | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 64,880. Filing ↗machine: span 284081–284175 |
| 17 | Section 08, Janie M. Hilfiger | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 64,368. Filing ↗machine: span 281624–281718 |
| 18 | Section 08, Mickey L. Jones | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: 41,655. Filing ↗machine: span 282721–282815 |
| 19 | Section 08, Joseph B. Bower Jr | DEF 14A | 2026-03-12 | 0001140361-26-009104 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 20 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 21 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 22 | Section 09b board cost (computed) | Computed | — | — | Cash 441,657 + equity 210,243 + all other 23,013 = 674,913, summed across the director compensation table rows.machine: formula: Σ = 674,913 |
| 23 | Orrstown Financial Services, Inc., Section 10b CEO total | DEF 14A | 2026-03-27 | 0001628280-26-021726 | CEO total compensation as printed in Orrstown Financial Services, Inc.'s own proxy. As printed: 4,222,617. Filing ↗machine: t36 · r2 · c9 · span 634951–634960 |
| 24 | Unity Bancorp, Inc., Section 10b CEO total | DEF 14A | 2026-03-06 | 0000920427-26-000020 | CEO total compensation as printed in Unity Bancorp, Inc.'s own proxy. As printed: 2,703,888. Filing ↗ |
| 25 | ACNB Corporation, Section 10b CEO total | DEF 14A | 2026-03-30 | 0001104659-26-036515 | CEO total compensation as printed in ACNB Corporation's own proxy. As printed: 1,825,912. Filing ↗machine: span 502973–502982 |
| 26 | Meridian Corporation, Section 10b CEO total | DEF 14A | 2026-04-06 | 0001750735-26-000027 | CEO total compensation as printed in Meridian Corporation's own proxy. As printed: 1,677,997. Filing ↗machine: t18 · r2 · c16 · span 375734–375743 |
| 27 | Arrow Financial Corporation, Section 10b CEO total | DEF 14A | 2026-04-23 | 0000717538-26-000045 | CEO total compensation as printed in Arrow Financial Corporation's own proxy. As printed: 1,572,406. Filing ↗machine: span 519962–519971 |
| 28 | Ponce Financial Group, Inc., Section 10b CEO total | DEF 14A | 2026-04-22 | 0001193125-26-168750 | CEO total compensation as printed in Ponce Financial Group, Inc.'s own proxy. As printed: 1,547,751. Filing ↗machine: t6 · r10 · c33 · span 405678–405687 |
| 29 | Chemung Financial Corporation, Section 10b CEO total | DEF 14A | 2026-04-23 | 0000763563-26-000009 | CEO total compensation as printed in Chemung Financial Corporation's own proxy. As printed: 1,417,130. Filing ↗machine: span 469180–469189 |
| 30 | Fidelity D & D Bancorp, Inc., Section 10b CEO total | DEF 14A | 2026-03-25 | 0001437749-26-009691 | CEO total compensation as printed in Fidelity D & D Bancorp, Inc.'s own proxy. As printed: 1,263,329. Filing ↗machine: r1 · c24 · span 447576–447585 |
| 31 | CITIZENS FINANCIAL SERVICES INC (subject), Section 10b CEO total | DEF 14A | 2026-03-12 | 0001140361-26-009104 | CEO total compensation as printed in CITIZENS FINANCIAL SERVICES INC's own proxy. As printed: 1,212,643. Filing ↗ |
| 32 | Peoples Financial Services Corp., Section 10b CEO total | DEF 14A | 2026-04-10 | 0001104659-26-041794 | CEO total compensation as printed in Peoples Financial Services Corp.'s own proxy. As printed: 1,068,323. Filing ↗machine: t226 · r8 · c16 · span 1077916–1077925 |
| 33 | Citizens & Northern Corporation, Section 10b CEO total | DEF 14A | 2026-03-13 | 0001104659-26-027576 | CEO total compensation as printed in Citizens & Northern Corporation's own proxy. As printed: 1,041,499. Filing ↗machine: r8 · c26 · span 452428–452437 |
| 34 | Norwood Financial Corp., Section 10b CEO total | DEF 14A | 2026-03-25 | 0001193125-26-122940 | CEO total compensation as printed in Norwood Financial Corp.'s own proxy. As printed: 1,009,784. Filing ↗machine: t30 · r2 · c31 · span 174499–174508 |
| 35 | QNB Corp., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001193125-26-194037 | CEO total compensation as printed in QNB Corp.'s own proxy. As printed: 925,072. Filing ↗machine: r4 · c33 · span 615678–615685 |
| 36 | Franklin Financial Services Corporation, Section 10b CEO total | DEF 14A | 2026-03-24 | 0000723646-26-000020 | CEO total compensation as printed in Franklin Financial Services Corporation's own proxy. As printed: 788,859. Filing ↗machine: t25 · r8 · c12 · span 1148338–1148345 |
| 37 | Section 10a, Chemung Financial Corporation reciprocity | DEF 14A | — | 0000763563-26-000009 | Chemung Financial Corporation's most recent proxy was read; its disclosed peer group does not include CITIZENS FINANCIAL SERVICES INC. Filing ↗ |
| 38 | Section 10a, Unity Bancorp, Inc. reciprocity | DEF 14A | — | 0000920427-26-000020 | Unity Bancorp, Inc.'s most recent proxy was read; its disclosed peer group does not include CITIZENS FINANCIAL SERVICES INC. Filing ↗ |
| 39 | Section 10a, QNB Corp. reciprocity | DEF 14A | — | 0001193125-26-194037 | QNB Corp.'s most recent proxy was read; its disclosed peer group does not include CITIZENS FINANCIAL SERVICES INC. Filing ↗ |
| 40 | Section 10a, Peoples Financial Services Corp. reciprocity | DEF 14A | — | 0001104659-26-041794 | Peoples Financial Services Corp.'s most recent proxy was read; its disclosed peer group does not include CITIZENS FINANCIAL SERVICES INC. Filing ↗ |
| 41 | Section 10a, Orrstown Financial Services, Inc. reciprocity | DEF 14A | — | 0001628280-26-021726 | Orrstown Financial Services, Inc.'s most recent proxy was read; its disclosed peer group does not include CITIZENS FINANCIAL SERVICES INC. Filing ↗ |
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