R. Joseph Landy
About R. Joseph Landy
Independent Chairman of the Board of Citizens Financial Services, Inc. (and First Citizens Community Bank); retired attorney with 46 years of legal practice at Landy & Rossettie, PLLC, Sayre, PA. Age 70 with board tenure since 2001 (approximately 23 years), bringing legal, governance, and community-market expertise. Serves as non-executive Chair separate from the CEO role, enhancing independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landy & Rossettie, PLLC (Sayre, PA) | Partner/Attorney (retired) | 46 years | Legal expertise, business counsel to regional clients |
External Roles
- No other public company directorships disclosed in the proxy; narrative notes involvement in business and civic organizations without listing specific boards .
Board Governance
- Role and structure: Independent, non-executive Chairman of the Board; CEO/President role held separately by Randall E. Black (who is Vice Chair). Board cites separation as enhancing independence and oversight .
- Independence: Independent director (not among the three non-independent insiders); Board explicitly considered director-related credit relationships (including Landy) and maintained independence determinations under Nasdaq rules .
- Committees: Member, Compensation/Human Resource Committee; Member, Governance and Nominating Committee (not a chair) .
- Committee activity (2024): Audit & Examination (6 meetings), Compensation/Human Resource (10), Governance & Nominating (8) .
- Lead Independent Director: Rinaldo A. DePaola; executive sessions held 4x in 2024; independent directors held 2 meetings in 2024 .
- Attendance and engagement: Board held 12 regular meetings in 2024; each director attended at least 83% of combined board/committee meetings; all 12 directors attended the 2024 Annual Meeting of Shareholders .
- Board evaluation: Annual third-party-led review (BoardEvals, LLC) with quantitative scoring, remediation thresholds (≥3 items average/below or overall ≤5), and Governance & Nominating oversight .
- Director stock ownership guideline: Greater of 3x prior-year cash retainer (using 12/31 price) or 1,000 unencumbered shares; age cap of 72 for new elections/reelections (may serve out term if turning 72 mid-term) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $65,012 | Chair compensation paid primarily via fixed annual fee structure |
| Chair fixed annual fee | $64,337 | Paid in lieu of board/committee fees; eligible for $225 per regional board meeting |
| All other compensation | $393 | Life insurance benefit and holiday gifts |
| Total cash + other | $65,405 | Sum of cash and other compensation |
| Director stock awards (fully vested) | $18,411 | See Performance Compensation table; issued under 2016 Equity Incentive Plan |
| Total compensation | $83,816 | Sum of cash, other, and stock awards |
- Director fee schedule (context for non-chairs): $26,375 annual retainer; $675 per board meeting/retreat; $350 per committee meeting; $185 per board call; $225 per regional board meeting; $2,400 chair retainers for key committees. Landy as Chair received fixed $64,337 in lieu of those fees, plus any regional board fees .
Performance Compensation
| Grant Date | Shares Granted | Grant Price | Vesting | 2024 Grant Rationale |
|---|---|---|---|---|
| Mar 18, 2024 | 98 | $47.04 | Fully vested on grant (director stock) | Quarterly director equity grant under 2016 Plan |
| Jun 18, 2024 | 107 | $42.92 | Fully vested on grant | Quarterly director equity grant |
| Sep 17, 2024 | 94 | $49.19 | Fully vested on grant | Quarterly director equity grant |
| Dec 16, 2024 | 66 | $69.47 | Fully vested on grant | Quarterly director equity grant |
| Total (2024) | 365 | — | Fully vested | Aggregate grant-date fair value $18,411 |
- No stock options; no performance-vesting metrics for director equity; awards are fully vested common stock issued quarterly to align director interests with shareholders .
Other Directorships & Interlocks
- No additional public company boards or disclosed interlocks with competitors/suppliers/customers in the proxy .
Expertise & Qualifications
- Background: Long-tenured attorney; governance and community-market familiarity .
- Board skills matrix marks Landy for categories including CEO/Business Head, Business Skills & Knowledge, M&A, Human Capital/Compensation, Legal/Legislative/Regulatory, Sales & Marketing, among others (as indicated by X’s in his column) .
- Independence and tenure: Independent; approx. 23 years on the board .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 27,122 |
| Owned individually | 18,551 |
| Owned jointly with spouse | 8,571 |
| Ownership as % of shares outstanding | <1% (company disclosure) |
| Shares outstanding (record date 2/24/2025) | 4,759,471 |
| Pledged shares | None indicated for Landy; unless otherwise indicated, shares are not pledged |
| Ownership guideline | Must hold ≥ 3x prior-year cash retainer (using 12/31 price) or 1,000 unencumbered shares; Landy’s 27,122 shares comfortably exceed the 1,000-share floor |
Insider Trades
| Reported Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| Jun 28, 2024 (late filing) | Acquisition | 100.9700 | $47.56 | Reported late under Section 16(a) |
| Jun 28, 2024 (late filing) | Estate settlement receipt | 1,725.5000 | $0.00 | Shares received via estate; reported late |
Compliance note: Company states all officers/directors complied with Section 16(a) in 2024 except Landy, who had one late filing covering the above acquisitions .
Potential Conflicts and Related-Party Exposure
- Director/related-party credit: In independence determinations, the Board considered loans/lines of credit to several directors, including Landy; company policy requires such related-person loans be in ordinary course, on market terms, with enhanced approval thresholds (director loans >$300,000 require disinterested board approval) .
- Transactions with related persons in 2024: All related-person loans were made on substantially the same terms as to non-related parties and did not involve abnormal risk or unfavorable features, per policy and disclosure .
- Hedging policy: Directors prohibited from hedging company stock .
- Pledging: No pledge indicated for Landy; some directors disclose pledged shares, but none noted for Landy .
Governance Assessment
-
Positives
- Independent, non-executive Chair with separated CEO/Chair roles; robust independent oversight with executive sessions and a designated Lead Independent Director .
- Strong engagement: ≥83% attendance threshold met by every director; full attendance at 2024 Annual Meeting; active committee calendar (Comp 10; Gov/Nom 8) .
- Ownership alignment: Quarterly fully vested stock grants; significant personal holdings (27,122 shares); director ownership guideline in place (≥3x retainer or 1,000 shares) .
- Board effectiveness: Formal annual third-party evaluation process with remediation triggers overseen by Governance & Nominating Committee .
- Risk safeguards: Anti-hedging policy for directors; related-person transaction policy with board-level approvals and market-term requirements .
-
Watch items / RED FLAGS
- Section 16(a) timeliness: One late Form 4 filing in 2024 (two acquisitions reported in the same late filing) .
- Community bank related-party credit: Independence review included consideration of director loans/lines (including Landy); while disclosed as ordinary-course and on market terms, these relationships warrant ongoing monitoring given potential perceived conflicts at community banks .
- Board refresh horizon: Mandatory retirement at age 72 for elections/reelections; Landy is 70, implying near-term refresh/succession planning relevance for the Chair role .
Overall implication for investors: Landy’s role as independent Chair, committee participation, and meaningful ownership support board effectiveness and alignment. The late Section 16 filing is a minor compliance blemish, and routine community-bank director credit relationships should continue to be transparently overseen under established policies .