Randall E. Black
About Randall E. Black
Randall E. Black is Chief Executive Officer and President of Citizens Financial Services, Inc. and First Citizens Community Bank, a role he has held since 2004 after previously serving as CFO; he is also Vice Chairman of the Board (since Dec 2021) and age 58 as of Feb 24, 2025 . Under his leadership in 2024, CZFS reported net income of $27.8M, basic EPS of $5.86, ROE of 9.59%, and ROA of 0.93%; adjusted EPS excluding specified items was $6.01 and adjusted ROE 9.84% . Pay-versus-performance disclosure shows a $100 TSR investment valued at 103.34 for 2024 (87.69 in 2023; 148.10 in 2022), alongside net income of $27.8M (in thousands) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Financial Services/First Citizens Community Bank | CEO & President | 2004–present | Led growth and integration (e.g., HV Bancorp 2023), delivered 2024 net income $27.8M, EPS $5.86; navigated higher rates and loan/deposit growth . |
| First Citizens Community Bank | Chief Financial Officer | Pre-2004 | Provided financial leadership prior to CEO tenure . |
External Roles
| Organization | Role | Years | Scope/Impact |
|---|---|---|---|
| Federal Reserve Bank (Class A) | Director; Deputy Chair of Audit Committee | Current | Regulatory/central bank oversight; audit risk governance . |
| Pennsylvania State University | Board of Trustees Member; Chair of Audit & Risk Committee | Current | Audit and risk oversight at major public institution . |
| Pennsylvania Bankers Association | President, Board of Directors | Current | Industry leadership and policy engagement . |
| Bloomsburg University Zeigler College of Business | Executive Advisory Board Member | Current | Business education advisory . |
| Pennsylvania College of Technology | Board Member | Current | Governance role in education . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Change in Pension Value ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 600,000 | 250 (companywide holiday) | 156,927 | 94,814 | 853,606 |
| 2023 | 575,000 | 250 | 57,397 | 90,084 | 1,259,325 |
| 2022 | 590,751 (includes $50,001 unused vacation) | 250 | 186,483 | 85,228 | 1,444,882 |
2024 “All Other Compensation” detail: 401(k) match $12,075; life insurance premiums $5,128; auto benefits $8,262; club dues $4,602; deferred comp plan award $60,000; miscellaneous $4,747 (miscellaneous category may include items such as gross-up on years-of-service award, dividends on restricted stock, imputed income from split dollar life insurance, etc.) .
Performance Compensation
- Annual Incentive Plan (AIP) opportunity (as % of base salary): Minimum 50%, Target 75%, Maximum 100% for Mr. Black .
- 2024 goal weighting: 85% Company/Bank metrics; 15% branch/departmental .
- 2024 Company/Bank metrics (3-year peer-relative where noted): ROE vs regional peers; efficiency ratio vs peers; net interest income growth vs peers; non-performing assets/total assets vs peers; net charge-offs/average loans; satisfactory regulatory rating and competent performance review required (plan qualifier) .
- Equity delivery: As retirement-eligible, Mr. Black elected to receive any AIP payout 100% in cash (no restricted stock) .
| Component | Metric | Weight | 2024 Target | 2024 Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| AIP (cash) | ROE vs peer group (3-yr avg) | Part of 85% company bucket | Not disclosed | Not determined as of filing | Not determined as of filing | n/a |
| AIP (cash) | Efficiency ratio vs peer group (3-yr avg) | Part of 85% company bucket | Not disclosed | Not determined as of filing | Not determined as of filing | n/a |
| AIP (cash) | Net interest income growth vs peer group (3-yr avg) | Part of 85% company bucket | Not disclosed | Not determined as of filing | Not determined as of filing | n/a |
| AIP (cash) | NPAs/Total assets vs peer group (3-yr avg) | Part of 85% company bucket | Not disclosed | Not determined as of filing | Not determined as of filing | n/a |
| AIP (cash) | Net charge-offs/Avg loans (3-yr avg) | Part of 85% company bucket | Not disclosed | Not determined as of filing | Not determined as of filing | n/a |
| Discretionary/qualifiers | Satisfactory regulatory rating; competent individual performance | Qualifiers | Required | Required | Required for payout | n/a |
Historical incentive outcomes:
- 2023 AIP paid in 2Q24; Mr. Black’s non-equity incentive compensation: $519,918 .
- 2022 non-equity incentive compensation: $561,226 .
- 2024 AIP payout was not determined at proxy filing; expected by end of June 2025 .
Stock grants:
- 2024: 30 fully vested shares to Mr. Black as a years-of-service award (grant-date fair value $1,615) .
- No outstanding stock options for any NEOs; company uses restricted stock (RS) rather than options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 43,419 shares: 1,813 held individually; 41,293 held jointly with spouse; 313 held by spouse . |
| Ownership % of outstanding | ≈0.91% based on 4,759,471 shares outstanding as of Feb 24, 2025 (calc. from holdings and outstanding) . |
| Vested vs unvested | No unvested equity for Mr. Black at 12/31/2024 . |
| Options (exercisable/unexercisable) | None outstanding . |
| Pledging | Unless otherwise indicated, none of the reported shares are pledged; no pledge indicated for Mr. Black . |
| Hedging policy | Hedging of company stock prohibited for officers, employees, directors . |
| Clawback | Company will recover excess incentive compensation upon accounting restatement (3-year lookback) . |
| Ownership guidelines | No executive stock ownership guidelines; directors must own ≥3x prior year cash retainer or ≥1,000 unencumbered shares; Mr. Black, as a director, exceeds this threshold via 43,419 shares . |
| AIP equity election | As retirement-eligible, elected 100% cash for any AIP payout (avoids RS vesting overhang/selling pressure) . |
Employment Terms
- Agreement: Rolling 3-year term automatically renewing each June 1; current term through June 1, 2027; base salary cannot be reduced; includes participation in benefit plans and customary fringe benefits .
- Restrictive covenants: Non-compete and non-solicit apply; duration is 1 year (for-cause), 2 years (without cause or good reason resignation), 3 years (if severance paid after change-in-control); carve-out allows practice of public accounting if for-cause termination or resignation without good reason .
- SERP: 16.4% x highest average annual cash compensation for any 3 non-consecutive years in the prior 10 years; 15-year annuity or actuarially equivalent lump sum; fully vested; present value $1,792,104 at 12/31/2024 .
- Deferred Compensation Plan: Company contributions accrue at highest Bank deposit rate; Mr. Black’s 2024 contribution $60,000; aggregate balance $579,593 at 12/31/2024 .
Potential post-termination economics (as of 12/31/2024):
- Termination without cause or for good reason (no CIC): Employment Agreement cash/severance and benefits value $1,219,045; SERP $1,792,104; deferred compensation $579,593 .
- Termination in connection with change-in-control: Employment Agreement value $1,822,568; SERP death/CIC value $1,946,338; deferred compensation $579,593; benefits continue up to 18 months; CIC payments capped to avoid 280G excess parachute excise .
- Death/Disability: SERP death $1,946,338 or disability $1,792,104; deferred compensation $579,593 .
Board Governance and Service
- Roles: CEO/President and Vice Chairman; the Board separates Chair and CEO roles—Chair is independent director R. Joseph Landy; Lead Independent Director is Rinaldo A. DePaola .
- Independence: Mr. Black is not independent (as CEO); Board committees (Audit and Examination; Compensation/Human Resource; Governance and Nominating) are composed of independent directors per Nasdaq rules; Mr. Black does not serve on these committees .
- Executive sessions and attendance: Board held 4 executive sessions in 2024; Board held 12 meetings; each director attended at least 83% of Board and committee meetings .
- Director fees: Employee directors (including Mr. Black) do not receive director fees; non-employee director compensation structure detailed separately .
Director Compensation (as it pertains to Randall E. Black)
- Mr. Black, as an employee director, did not receive director fees; non-employee director fee schedule excludes Messrs. Black, Landy, Richards, and Jones .
Compensation Structure Analysis
- Mix and risk: AIP is cash-only for Mr. Black (retirement eligible), minimizing equity vesting overhang and near-term selling pressure; 2024 minimum/target/max set at 50%/75%/100% of salary with 85% weight on firm-wide metrics, emphasizing peer-relative performance and credit quality .
- Long-term alignment: Mr. Black has no unvested RS and no options outstanding; alignment relies on meaningful share ownership (43,419 shares) and retirement/deferred programs (SERP and deferred comp), rather than time-vesting equity .
- Clawback/hedging: Presence of clawback policy and hedging prohibition supports shareholder alignment and risk control .
- Peer benchmarking and consultant: Compensation Committee uses Blanchard Consulting Group and multiple banking compensation surveys; 2024 CEO comp increase of 4.35% followed Board review .
Performance & Track Record
- 2024 operating results: Net income $27.8M (+56.2% YoY, reflecting absence of 2023 HVB one-time costs), EPS $5.86; net interest income before provision +7.7% YoY; assets +1.7% to $3.03B; deposits +2.6%; noted pressure on NIM; ongoing HVB integration .
- Credit: NPAs rose to $28.6M (1.24% of loans) due to eight loans (six matured and reworked) and one large construction loan in OREO; annualized net charge-offs 0.11% (0.01% excluding sold division) .
- Shareholder returns: Dividends per share up 1.6% to $1.95 in 2024; TSR value of $100 at 103.34 for 2024 (after 87.69 in 2023), indicating improvement vs prior year .
Say‑on‑Pay & Shareholder Feedback
- 2024 proxy disclosure: Approximately 67% of votes cast approved NEO compensation; Compensation Committee maintained core program design but will consider future investor feedback .
- 2024 annual meeting Form 8‑K vote tally: For 2,265,150; Against 453,427; Abstain 55,275; Broker non‑votes 626,012 (final results reported) .
- Note: The 8‑K counts appear higher than the 67% figure cited in the 2025 proxy; management stated no program changes in response to 2024 results .
Compensation Peer Group
- 2024 incentive peer group (15 regional banks/thrifts with $2.2B–$5.5B assets) includes institutions such as Mid Penn Bank (PA), Orrstown Bank (PA), First Bank (NJ), Unity Bank (NJ), ESSA Bank & Trust (PA), among others; composition adjusted in 2024 to better align on asset size and geography .
Related Party/Red Flags Check
- Family relationship: CFO Stephen J. Guillaume is Mr. Black’s cousin (disclosed) .
- Loans to related persons: Company indicates any related-person loans are on market terms with normal risk features; approvals required above thresholds .
- Pledging/hedging: No pledging indicated for Mr. Black; hedging prohibited by policy .
- Clawback: In place and applies to covered executives .
- Low say-on-pay support: Management cites ~67% support in 2024; warrants continued engagement given below-typical approval levels in many governance frameworks .
Equity Ownership & Vesting Schedules (Vesting/Selling Pressure)
- Mr. Black had no unvested RS or options at year-end 2024, and any AIP award is elected 100% cash—reducing forced selling risk from vesting or tax-withholding events .
- Beneficial ownership is significant for a community bank CEO (43,419 shares) and unpledged, strengthening alignment .
Board Governance (Committees and Independence)
- Committee composition: Audit and Examination; Compensation/Human Resource; and Governance and Nominating Committees comprised entirely of independent directors; committee chairs: Audit (Thomas Freeman), Compensation (Robert Chappell), Governance (Rinaldo DePaola) .
- Lead Independent Director and separate independent Chair structure provide oversight balance to CEO/Vice Chairman dual role; Board held independent executive sessions in 2024 .
Investment Implications
- Alignment: High personal share ownership with no pledging and a robust clawback/anti-hedging framework indicates solid alignment; however, reliance on cash AIP and SERP (vs. performance equity) reduces explicit long-term performance linkage for the CEO .
- Retention risk: Low—rolling three-year employment term through 2027, meaningful SERP and deferred comp balances, and defined severance/CIC protections encourage continuity; non-compete protections favor the company .
- Pay-for-performance: AIP metrics are largely peer-relative and credit/efficiency focused, which is appropriate for a bank in a higher-rate environment; 2024 payouts were pending at filing; ensure forward payouts reflect NPA uptick and NIM headwinds .
- Governance signal: Reported ~67% say‑on‑pay support (proxy) suggests some investor concern; monitor 2025 vote and any program recalibration (equity mix, performance calibration) .
- Trading signals: With no unvested equity and a 100% cash AIP election, near-term insider selling pressure from vesting is minimal; monitor any Form 4 activity around mid‑2025 when 2024 AIP is determined .