Christopher W. Kunes
About Christopher W. Kunes
Christopher W. Kunes (age 60) is an independent director of Citizens Financial Services, Inc. (CZFS), serving since December 2018. He is president/owner of Christopher Kunes General Contracting, a State College, PA construction firm he has managed for 37 years, with additional business interests in agriculture, masonry, restaurant, and real estate development/management, bringing multi-sector operating experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Christopher Kunes General Contracting | President/Owner | 37 years as of 2025 | Multi-sector operating leadership across construction, agriculture, masonry, restaurant, and real estate development/management |
External Roles
| Category | Role(s) | Notes |
|---|---|---|
| Public company boards | None disclosed | No other public board roles noted in the proxy biography |
| Private/non-profit boards | Not disclosed | No external board roles beyond business ownership disclosed |
Board Governance
- Committee assignments: Member, Compensation/Human Resource Committee (not Chair); Member, Governance and Nominating Committee (not Chair) .
- Committee meeting cadence in 2024: Audit & Examination (6), Compensation/Human Resources (10), Governance & Nominating (8) .
- Independence: Determined independent under Nasdaq rules; board considered ordinary-course director loans/lines of credit (including for Kunes) and maintained independence determinations .
- Attendance and engagement: In 2024 the board held 12 regular meetings; each director attended at least 83% of board and applicable committee meetings; all 12 directors attended the 2024 Annual Meeting .
- Years of service: Director of the Company and Bank since December 2018 .
- Lead Independent Director: Rinaldo A. DePaola serves as Lead Independent Director .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 40,607 | 39,685 | Includes annual retainer and meeting/committee fees |
| Stock Awards ($) | 12,376 | 18,411 | Fully vested director stock awards under 2016 Equity Incentive Plan |
| All Other Compensation ($) | 647 | 398 | Life insurance and holiday gifts |
| Total ($) | 53,630 | 58,494 | Year-over-year increase driven by larger stock awards |
Director fee schedule (applies to non-employee directors unless noted): $26,375 annual retainer; $675 per board meeting/strategic retreat/training; $350 monthly committee meeting fee; $185 per board conference call; $225 per regional board meeting; committee chairpersons for Credit, Audit & Examination, Compensation/Human Resources, and Governance & Nominating receive an additional $2,400 annual retainer. The Chairman (R. Joseph Landy) receives a fixed annual fee ($64,337 in 2024) in lieu of standard fees .
Performance Compensation
| Performance Metrics for Directors | Status | Notes |
|---|---|---|
| Performance-tied director compensation metrics (e.g., ROE/TSR/ESG) | None disclosed | Non-employee director stock awards are fully vested grants; no PSUs/options disclosed |
2024 director stock grant detail (fully vested; grant-date inputs used for fair value):
| Grant Date | Shares | Reference Price ($/share) |
|---|---|---|
| March 18, 2024 | 98 | 47.04 |
| June 18, 2024 | 107 | 42.92 |
| September 17, 2024 | 94 | 49.19 |
| December 16, 2024 | 66 | 69.47 |
| Total 2024 Director Grants | 365 | Aggregate fair value $18,411 |
Policies affecting alignment:
- Clawback policy applies to covered executives in event of accounting restatement; not directed at non-employee directors .
- Hedging policy prohibits any officer, employee, or director from engaging in transactions designed to hedge/offset decreases in CZFS stock value .
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No shared directorships with CZFS competitors/suppliers/customers disclosed |
Expertise & Qualifications
- Board skills matrix highlights contributions in CEO/business head, business skills/knowledge, mergers & acquisitions, human capital, sales & marketing, and ag/agri-business experience, aligning with CZFS’s community banking footprint and ag-lending presence .
Equity Ownership
| Metric | Feb 26, 2024 | Feb 24, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 10,960 | 12,208 |
| Shares outstanding (record date) | 4,706,994 | 4,759,471 |
| Ownership as % of shares outstanding | ~0.233% (calc: 10,960/4,706,994) | ~0.256% (calc: 12,208/4,759,471) |
| Pledged shares | None disclosed for Kunes | None disclosed for Kunes |
| Director ownership guideline | Must hold ≥ the greater of 3x prior-year cash retainer (in shares at prior Dec 31 price) or 1,000 unencumbered shares | Kunes exceeds 1,000-share minimum |
Note: Beneficial ownership includes direct/indirect holdings; pledge disclosures are itemized for certain directors (e.g., Freeman, Graham, Osborne) but not for Kunes .
Governance Assessment
- Board effectiveness and engagement: Kunes serves on Compensation/Human Resources and Governance & Nominating—two governance-critical committees—supporting oversight of pay philosophy, plan administration, board evaluation, and succession; committee memberships are fully independent .
- Independence and potential conflicts: The board reaffirmed Kunes’s independence while noting director loans/lines of credit are made on market terms under a related persons policy with board approvals above thresholds; such loans were “ordinary course” in 2024, mitigating conflict risks typical for bank directors .
- Attendance signal: At least 83% attendance across board/committee meetings and participation in the Annual Meeting indicates satisfactory engagement; 2023 attendance across directors was 93% (context) .
- Ownership alignment: Kunes holds 12,208 shares and meets the director stock ownership requirement (≥1,000 unencumbered shares), with no pledging disclosed—positive alignment with shareholders and governance best practices .
- Director pay structure: Balanced cash retainer/meeting fees plus fully vested quarterly stock grants (no options/PSUs), with 2024 total of $58,494; equity grants are not performance-conditioned, which simplifies alignment but lacks performance leverage versus at-risk equity structures .
- Shareholder sentiment: 2025 say-on-pay passed (Votes For 2,417,208 vs. Against 306,004; Abstentions 34,735), up from approximately 67% approval in 2024; investor support trend informs compensation oversight context for committees Kunes serves on .
- Policies: Anti-hedging policy for directors and executives and executive-level clawback policy strengthen governance posture; directors receive life insurance benefits and may defer fees under the Directors Deferred Compensation Plan (Kunes not listed as a participant), standard for community banks .
RED FLAGS: None material disclosed specific to Kunes—no pledging, no Section 16 reporting issues, loans classified as ordinary-course, attendance satisfactory, and independence affirmed .