Mickey L. Jones
About Mickey L. Jones
Mickey L. Jones, age 64, is a Class 3 director of Citizens Financial Services, Inc. (CZFS), serving on the Company board since 2020 and the Bank board since 2018. He retired from the Company and Bank on June 7, 2024 as Senior Executive Vice President and Chief Operating Officer; previously he served as Executive Vice President and COO since April 2010, and as Chief Financial Officer from April 2010 to November 2019. He is a certified public accountant with strong accounting/financial skills, operational risk management, strategic planning, and corporate governance experience, and continues to serve as Treasurer of the Company and Bank (since 2004) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Financial Services, Inc. (Company) | Director (Class 3) | 2020–present [term to 2026] | Brings accounting/financial skills; CPA; corporate governance experience |
| First Citizens Community Bank (Bank) | Director | 2018–present | As above |
| Company & Bank | Senior EVP & Chief Operating Officer | 2023–Jun 7, 2024 | Oversight of operations; retired Jun 7, 2024 |
| Company & Bank | Executive VP & Chief Operating Officer | Apr 2010–2023 | Operations leadership |
| Company & Bank | Chief Financial Officer | Apr 2010–Nov 2019 | Financial stewardship; risk and finance |
| Company & Bank | Treasurer | 2004–present | Corporate officer role continues while on board |
External Roles
- No other public company directorships or external board roles were disclosed for Mr. Jones in the proxy biographies .
Board Governance
| Item | Status |
|---|---|
| Independence | Not independent (former Senior EVP/COO; retired June 2024) |
| Board committees (as of Feb 24, 2025) | Not listed on Audit & Examination, Compensation/Human Resource, or Governance & Nominating (all members of these committees are independent) |
| Committee meeting counts (2024) | Audit 6; Compensation 10; Governance 8 |
| Board meetings (2024) | 12 regular meetings |
| Attendance | Each director attended at least 83% of board and assigned committee meetings in 2024 (director-level figure; per-director rate not disclosed) |
| Annual meeting attendance | All 12 directors then serving attended the 2024 annual meeting |
| Lead Independent Director | Rinaldo A. DePaola |
| Executive sessions | Board held four executive sessions in 2024; independent directors held two meetings |
Fixed Compensation
Director pay: CZFS pays the standard board retainers/fees only to non-employee directors. In 2024, “each of our directors, other than Messrs. Black, Landy, Richards, and Jones,” received board fees; Mr. Jones (an executive until June 7, 2024) is excluded from the non‑employee director compensation schedule .
Selected executive compensation for Mr. Jones (as an NEO):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 350,000 | 260,347 |
| Bonus ($) | 250 | 250 |
| Stock Awards ($) | 9,255 | - |
| Non-Equity Incentive Plan Comp ($) | 230,541 | - (2024 AIP not yet determined as of proxy) |
| Change in Pension Value ($) | 110,138 | 14,410 |
| All Other Compensation ($) | 52,534 | 52,458 |
| Total ($) | 752,718 | 327,465 |
Notes on “All Other Compensation” (2024): 401(k) match $12,075; life insurance premiums $1,279; club dues $1,654; deferred compensation plan award $36,500; miscellaneous $950 .
Performance Compensation
- Annual Incentive Plan (AIP) opportunity (2024): Minimum 37.5% of base salary; Target 56.3%; Maximum 75.0% .
- Weighting (2024): Company/Bank 80%; Departmental 20% .
- Election: Retirement-eligible; elected to receive any AIP entirely in cash .
- Status: 2024 awards were not yet determined as of the proxy; expected by end of June 2025 .
Performance metrics used in 2024 AIP (Company/Bank goals):
- Return on equity vs regional peer (3-year average)
- Efficiency ratio vs regional peer (3-year average)
- Net interest income growth vs regional peer (3-year average)
- Non-performing assets to total assets vs regional peer (3-year average)
- Net charge-offs to average total loans (3-year average)
- Qualifiers: Overall satisfactory regulatory rating; performance review rating of “competent” required
Other Directorships & Interlocks
- No other current public company board service or disclosed interlocks for Mr. Jones were provided in the proxy .
Expertise & Qualifications
- Certified Public Accountant; strong accounting and financial skills; operational risk management; strategic planning; corporate governance .
- Board skills matrix includes Mr. Jones among directors contributing to business leadership and risk oversight (matrix presented in the proxy) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 14,420 shares (<1% of class) |
| Ownership breakdown | 428 shares individually; 13,120 jointly with spouse; 872 held by spouse |
| Shares outstanding (record date) | 4,759,471 (for context on % of class) |
| Pledging | No pledges disclosed for Mr. Jones (pledges identified for certain other directors; none for Jones) |
| Hedging | Hedging prohibited by Company policy |
| Director stock ownership guideline | Each director must hold the greater of 3× prior-year cash retainer (price as of Dec 31) or 1,000 unencumbered shares |
| Guideline status | At 14,420 shares, Jones exceeds the 1,000-share minimum |
Related Party Exposure
- Independence determination considered director loan relationships; the Board lists independent directors and specifically identifies non-independent members (Black, Richards, Jones). Loans noted in independence review referenced other directors by name; no Jones-specific related-party loan is disclosed .
- Policy requires related-person transactions >$120,000 be reviewed by the Audit & Examination Committee; loans to related persons must be on market terms and within approval thresholds. Loans to directors during 2024 were on substantially the same terms as for non-related parties; policy includes prior approvals above certain thresholds .
Retirement, Severance, and Post-Employment
- Retirement date and payouts: Retired June 7, 2024; SERP paid $846,866 on Dec 27, 2024; commenced monthly pension of $2,698 on Sept 3, 2024 (total pension payments in 2024 of $10,793); remaining benefit is deferred compensation plan payments beginning in 2025 .
- Deferred compensation: 2024 registrant contribution $36,500; aggregate earnings $10,233; year-end 2024 balance $215,929 .
- Change-in-control: No change-in-control agreement for Mr. Jones was disclosed (agreements were entered with Messrs. Richards and Wilson on Dec 31, 2024) .
Governance Assessment
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Strengths and alignment:
- Deep institutional knowledge (Treasurer since 2004; prior CFO and COO) and CPA credential support audit-quality oversight, capital planning, and risk management .
- Meaningful stock ownership (14,420 shares) and Company prohibition on hedging support alignment with shareholders .
- Attendance expectations met (≥83% board/committee) and annual meeting attendance in 2024 .
- Company maintains clawback and anti-hedging policies; quarterly director stock awards for non-employee directors; robust committee charters and independent committee membership .
-
Potential concerns and investor watchpoints:
- Not independent under Nasdaq standards due to recent executive role; also continues as Company and Bank Treasurer, which may affect perceptions of board independence and management influence. He is not seated on the key fully independent committees (Audit, Compensation, Governance) .
- 2024 say-on-pay support was ~67% (modest), indicating some shareholder concern with executive pay practices; while not director pay, it is a governance sentiment signal to monitor .
- No specific related-party transactions or share pledging disclosed for Mr. Jones; continue to monitor future filings for lending relationships and any pledging or hedging exceptions .
RED FLAGS (monitor): Non-independence while holding an officer title (Treasurer); relatively low say-on-pay support in 2024 (67%) as a broader governance sentiment indicator .
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