Roger C. Graham, Jr.
About Roger C. Graham, Jr.
Independent director of Citizens Financial Services, Inc. (CZFS); retired owner/operator of Graham Construction & Excavating with 20 years of operating experience, and current Chairman of the Board’s Credit Committee . Age 69; director of the Company and Bank since 2001 (23 years of service as of the 2025 proxy) . Recognized for financial sophistication—formally designated by the Board as the Audit and Examination Committee’s “financial sophistication designee” under SEC rules . Education not disclosed in the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graham Construction & Excavating | Owner/Operator | 20 years | Private-sector operating experience; positions him to chair the Credit Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the 2025 proxy biography . |
Board Governance
- Independence: Independent director (Board lists only three non-independent directors; Graham not among them) ; independence also noted in Board skills summary .
- Committee assignments:
- Audit & Examination Committee member; designated “financial sophistication” designee; committee held 6 meetings in 2024 .
- Credit Committee Chairman .
- Not a member of Compensation/Human Resource or Governance & Nominating Committees (per committee roster) .
- Attendance: Each director attended at least 83% of Board and committee meetings on which they served in 2024 ; all 12 directors then serving attended the 2024 Annual Meeting .
- Board leadership/engagement context: Separate Chair and CEO roles; Lead Independent Director (Rinaldo A. DePaola); four executive sessions in 2024 and two meetings of independent directors .
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit & Examination | Member | 6 | Financial sophistication designee |
| Credit | Chair | Not disclosed | Chair title disclosed; meeting count not provided in proxy |
| Compensation/Human Resource | — | 10 | Not a member |
| Governance & Nominating | — | 8 | Not a member |
Fixed Compensation (Director)
| Component | 2024 Amount | Details |
|---|---|---|
| Fees earned or paid in cash | $42,785 | Includes annual retainer, meeting, committee, call, and regional board fees per fee schedule |
| All other compensation | $398 | Life insurance benefit and holiday gifts |
| Total cash and other | $43,183 | Sum of cash fees and other compensation |
Director fee schedule (2024):
- Annual retainer: $26,375 (pro-rated for new directors)
- Board meeting/strategic retreat/training: $675 per meeting
- Committee meeting attendance: $350 monthly
- Board conference call: $185
- Regional board meeting: $225 per meeting
- Committee Chair retainers (Credit, Audit, Compensation, Governance): $2,400 annually
- Life insurance benefit: $100,000 per active director (reduced at age 70); total premiums paid for current/retired directors in 2024: $1,493
Performance Compensation (Director Equity)
- Structure: Non-employee directors received fully vested quarterly stock grants under the 2016 Equity Incentive Plan (no options; not performance-conditioned) .
- Graham’s 2024 stock awards: aggregate grant-date fair value $18,411 .
| Grant Date | Shares | Grant-Date Price | Grant-Date Fair Value |
|---|---|---|---|
| Mar 18, 2024 | 98 | $47.04 | $4,610 |
| Jun 18, 2024 | 107 | $42.92 | $4,592 |
| Sep 17, 2024 | 94 | $49.19 | $4,624 |
| Dec 16, 2024 | 66 | $69.47 | $4,585 |
| Total | 365 | — | $18,411 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in proxy biography |
| Private/non-profit/academic | Not disclosed |
| Interlocks/potential conflicts | Board independence review noted loans/lines of credit to certain directors, including Graham; transactions considered under related-person policies |
Expertise & Qualifications
- Financial sophistication designee (SEC-defined) on Audit & Examination Committee—supports audit oversight and financial reporting quality .
- Credit oversight expertise as Chairman of the Credit Committee, with prior operating experience running a construction/excavation firm for two decades .
- Board tenure of 23 years; independence affirmed—provides institutional knowledge and continuity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Roger C. Graham, Jr. | 65,411 | 1.4% | 5,015 shares pledged as collateral on a loan |
Stock ownership guidelines for directors: Beneficially own the greater of three times prior year’s cash retainer (using prior Dec 31 price) or 1,000 unencumbered shares . Hedging prohibited for directors under company policy . Compliance status versus guidelines not individually disclosed.
Governance Assessment
-
Strengths
- Independent director with deep tenure and institutional knowledge; formal financial sophistication designation enhances audit oversight .
- Active committee engagement: Audit & Examination member; Credit Committee Chair—positions him at the core of risk and lending oversight .
- Attendance and engagement: ≥83% meeting attendance; attended annual meeting—positive signal of commitment .
- Director equity grants are fully vested common stock (no options), supporting alignment; annual director ownership guidelines help ensure skin-in-the-game .
-
Potential conflicts / Red flags
- Shares pledged: 5,015 shares pledged as collateral—pledging is a notable governance red flag due to risk of forced sales under stress .
- Related-party exposure: Board independence review noted loans/lines of credit to certain directors including Graham; while disclosed as ordinary-course and on market terms with approval thresholds, personal borrowing relationships merit continued monitoring given his Credit Committee chair role .
- Say-on-pay context: Company’s 2024 say-on-pay support was ~67%, below typical community bank norms, indicating some investor dissatisfaction with compensation practices—heightens sensitivity to board oversight quality .
-
Policies/controls mitigating risk
- Related-person transaction policy requires Audit Committee review/approval and market terms; loan thresholds for directors and executives require Board approval—reduces risk of preferential treatment .
- Hedging ban for directors prevents misalignment strategies; clawback policy applies to executives (not directors) but signals broader governance posture .
Overall: Graham’s long service, audit financial sophistication designation, and credit oversight chair role are positives for board effectiveness. The existence of pledged shares and personal borrowing relationships are monitorable risks; continued transparency, strict adherence to related-party policies, and avoidance of additional encumbrances would strengthen investor confidence .