Janie M. Hilfiger
About Janie M. Hilfiger
Independent director of Citizens Financial Services, Inc. (CZFS); age 66; director since 2022 for both the Company and First Citizens Community Bank, with three years of board tenure as of the 2025 proxy record date . Background includes 42+ years in healthcare, serving as retired president of UPMC Susquehanna Soldiers & Sailors Memorial Hospital (Wellsboro, PA) and Cole Memorial (now UPMC) in Coudersport, PA; expertise in strategic planning, clinical operations, nursing, and patient care excellence . Classified as independent under Nasdaq standards; not among the three non-independent directors (CEO Randall Black, executive director David Z. Richards, Jr., former EVP Mickey L. Jones) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPMC Susquehanna Soldiers & Sailors Memorial Hospital (Wellsboro, PA) | President (retired) | Not disclosed | Led strategy and clinical operations; patient care excellence |
| Cole Memorial (now UPMC, Coudersport, PA) | President (retired) | Not disclosed | Strategic planning; healthcare operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy does not disclose other public-company directorships or committee roles |
Board Governance
- Independence: Independent director under Nasdaq listing standards .
- Committees: Member, Audit and Examination Committee; Member, Governance and Nominating Committee; not a chair .
- Attendance: Board held 12 regular meetings in 2024; each director attended at least 83% of Board and assigned committee meetings; all 12 directors attended the 2024 Annual Meeting .
- Engagement and oversight: Board held four executive sessions in 2024; Lead Independent Director is Rinaldo A. DePaola; independent directors met twice in 2024 .
- Hedging/Pledging governance: Hedging by directors prohibited; stock ownership requirements for directors apply (see Ownership section) .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit and Examination | Member | Thomas E. Freeman | 6 |
| Governance & Nominating | Member | Rinaldo A. DePaola | 8 |
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 39,210 |
| Stock Awards (fully vested common stock) | 18,411 |
| All Other Compensation (life insurance, holiday gifts) | 398 |
| Total | 58,019 |
Director fee schedule (structure for non-employee directors in 2024):
| Fee Type | Terms |
|---|---|
| Annual retainer | $26,375 (pro-rated for mid-year appointees) |
| Board meeting / strategic retreat / training session | $675 per meeting |
| Committee meeting attendance | $350 monthly fee |
| Board conference call | $185 per call |
| Regional board meeting | $225 per meeting |
| Committee chair retainers (Credit, Audit, Compensation/HR, Governance/Nominating) | $2,400 annually (chairs only) |
Performance Compensation
- No performance-tied metrics are disclosed for director compensation; director equity awards are granted as fully vested common stock per quarterly schedule under the 2016 Equity Incentive Plan .
2024 director stock award purchase schedule and grants (applies to Hilfiger’s 365 fully vested shares in 2024):
| Grant Date | Shares | Price/Share | Notes |
|---|---|---|---|
| March 18, 2024 | 98 | $47.04 | Fully vested common stock (directors) |
| June 18, 2024 | 107 | $42.92 | Fully vested common stock (directors) |
| September 17, 2024 | 94 | $49.19 | Fully vested common stock (directors) |
| December 16, 2024 | 66 | $69.47 | Fully vested common stock (directors) |
| Total (2024) | 365 | — | Aggregate grant-date fair value $18,411 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public-company boards | None disclosed |
| Private/non-profit/academic boards | Not disclosed |
| Interlocks/conflicts | None disclosed; loans/lines of credit reviewed for multiple directors, but Hilfiger not named among directors with bank loans/lines considered by the Board |
Expertise & Qualifications
- 42+ years in healthcare; strategic planning; clinical operations; nursing and patient care excellence .
- Audit oversight participation (member of Audit and Examination Committee; audit report lists her among members) .
- Board tenure: 3 years as of February 24, 2025 ; independence confirmed .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Direct | Joint (with spouse) | Pledged? | % of Shares Outstanding |
|---|---|---|---|---|---|
| Janie M. Hilfiger | 3,160 | 2,570 | 590 | No (none indicated) | ~0.066% (3,160 / 4,759,471) |
- Shares outstanding at record date: 4,759,471 .
- Director stock ownership guidelines: Must beneficially own the greater of (i) three times the prior year’s cash retainer (based on price at prior Dec 31), or (ii) 1,000 unencumbered shares; Hilfiger’s 3,160 shares exceed the 1,000-share minimum, indicating compliance with guidelines .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | No late filings reported for Hilfiger; one late filing was reported for director R. Joseph Landy (not Hilfiger) |
Governance Assessment
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Board effectiveness: Hilfiger strengthens audit and governance oversight as a member of the Audit and Examination and Governance & Nominating Committees; the Board held four executive sessions in 2024 and independent directors met twice, supporting independent oversight .
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Independence and engagement: Independent under Nasdaq rules; attended at least 83% of Board/committee meetings and attended the annual meeting, supporting investor confidence in engagement .
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Alignment: Holds 3,160 shares and meets director ownership guidelines; director equity grants are fully vested, cash/equity mix consistent with community bank practice; hedging prohibited .
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Conflicts/related-party exposure: Not named among directors with loans/lines noted in independence review; no pledging indicated; no related-party transactions disclosed involving Hilfiger .
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Signals for investors: 2024 say-on-pay approval was ~67%; while executive-focused, it reflects mixed shareholder sentiment—comp committee retained an independent consultant and maintained program design, which could draw continued investor scrutiny on pay/performance alignment .
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RED FLAGS: None directly tied to Hilfiger observed in the proxy—no pledging, no related-party transactions, independence affirmed, and attendance thresholds met .