John P. Painter II
About John P. Painter II
Independent director of Citizens Financial Services, Inc. (CZFS). Age 56; appointed to the Company board in 2024 and the Bank board in 2022. Owner-operator of Painterland Farms, LLC (organic dairy ~450 cows; crops across ~5,000 acres; produces “Painterland Sisters” organic yogurt), with business and civic engagement and political advocacy support. Brings agri-business operating experience; nominated for a Class 1 term expiring at the 2027 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Painterland Farms, LLC (Westfield, PA) | Owner/Operator; acquired and manages family business | Purchased in 2016; ongoing | Operates organic dairy (~450 cows) and ~5,000 acres in alfalfa, corn, oats, triticale, wheat, mixed hay; launched organic yogurt brand “Painterland Sisters” |
External Roles
- Business/civic organization involvement in CZFS communities; supporter of political advocacy (no specific entities listed in proxy).
Board Governance
| Item | Detail |
|---|---|
| Board independence | Independent under Nasdaq; Board independence assessed considering ordinary-course loans/lines to certain directors, including Painter. |
| Committee memberships | Audit and Examination Committee member; not a chair. |
| Committee meeting cadence (2024) | Audit and Examination: 6; Compensation/Human Resource: 10; Governance & Nominating: 8. |
| Audit Committee composition | Audit members: Freeman (Chairman), Graham, Hilfiger, Osborne, Painter, Schadler; the committee provided its annual report and oversight. |
| Board meetings and attendance | Board held 12 regular meetings in 2024; each director attended at least 83% of Board and committee meetings on which they served. |
| Annual Meeting attendance | All 12 directors then serving attended the 2024 Annual Meeting of Shareholders. |
| Board leadership & independence mechanisms | Chair separated from CEO; Lead Independent Director (Rinaldo A. DePaola); Board met in executive session 4 times; independent directors met twice in 2024. |
Committee Assignments (2024)
| Committee | Assignment | Chair Role | Meetings (2024) |
|---|---|---|---|
| Audit & Examination | Member | None | 6 |
| Compensation/Human Resource | None | N/A | 10 |
| Governance & Nominating | None | N/A | 8 |
Fixed Compensation
| Component | 2024 |
|---|---|
| Fees earned/paid in cash | $31,373 |
| Stock awards (aggregate grant-date fair value) | $9,209 (fully vested) |
| All other compensation | $229 (life insurance benefit and holiday gifts) |
| Total | $40,811 |
Director Fee Schedule (2024)
- Annual cash retainer: $26,375; pro-rated to $17,838 for Painter due to July 16, 2024 appointment.
- Board meeting/strategic retreat/training: $675 per meeting; Board conference call: $185; Regional board meeting: $225.
- Committee meeting attendance: $350 per month.
- Committee chair retainer (Credit, Audit, Compensation, Governance): $2,400 annually (Painter is not a chair).
- Director life insurance benefit: $100,000 (active), with age-based reductions and continued coverage after retirement.
Performance Compensation
| Item | Detail |
|---|---|
| Director performance metrics tied to pay | None disclosed; non-employee director stock awards are fully vested grants under the 2016 Equity Incentive Plan (not performance-conditioned). |
| 2024 Director equity grant | 160 fully vested shares for new directors (Painter and Osborne) granted across quarterly schedules. |
| Stock award pricing basis (2024 schedules) | Grants calculated using Company stock prices: Mar 18 ($47.04), Jun 18 ($42.92), Sep 17 ($49.19), Dec 16 ($69.47); full-year directors received 365 shares; new directors 160 shares. |
Other Directorships & Interlocks
- No other public company directorships disclosed in CZFS proxy biography for Mr. Painter.
Expertise & Qualifications
- Agri-business operator with direct P&L responsibility and scale farming operations; entrepreneurial brand-building in organic dairy.
- Financial and business acumen; Audit Committee service aligns with financial reporting and risk oversight responsibilities.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 24, 2025) | 2,088 shares |
| Shares outstanding (record date) | 4,759,471 |
| Ownership as % of shares outstanding (approx.) | ~0.044% (2,088 ÷ 4,759,471) |
| Pledged shares | None disclosed for Mr. Painter (pledge annotations provided for other individuals; none for Painter). |
| Options outstanding | None disclosed. |
| Director stock ownership guideline | Greater of 3× prior-year cash retainer (value-based) or 1,000 unencumbered shares; Painter’s holding exceeds 1,000 shares, indicating compliance. |
Governance Assessment
- Independence and audit oversight: Painter is independent and serves on Audit, supporting effective financial reporting and risk oversight; Board utilizes lead independent director, executive sessions, and independent director meetings, evidencing robust oversight structures.
- Attendance and engagement: Board and committee attendance ≥83% and full annual meeting participation suggest active engagement.
- Ownership alignment: Holds 2,088 shares and meets director stock ownership guidelines; hedging is prohibited for directors, aligning incentives.
- Compensation mix: Director pay is predominantly fixed cash with fully vested stock grants; no performance-conditioned director pay is disclosed, which is typical for banks of CZFS’s profile.
- Potential conflicts/related-party exposure: Board independence assessment explicitly considered ordinary-course loans/lines of credit to directors, including Painter; policy requires disinterested Board approval for director loans aggregating >$300,000 and alignment with market terms, mitigating conflict risk.
- Broader governance signal: 2024 say‑on‑pay approval was ~67%—below typical peer medians—highlighting potential investor scrutiny of executive compensation; while not director‑specific, it is a governance climate indicator to monitor.
RED FLAGS to monitor
- Director banking relationships (loans/lines): ordinary course and policy-controlled, but still a potential perceived conflict—monitor aggregate exposures and any changes in terms.
- Say‑on‑pay softness (67% in 2024): indicates investor feedback risks around executive pay structure and outcomes; track committee responses and program evolution.