Stephen J. Guillaume
About Stephen J. Guillaume
Stephen J. Guillaume is Executive Vice President and Chief Financial Officer (CFO) of Citizens Financial Services, Inc. (CZFS) and First Citizens Community Bank; he became CFO in 2019 and was elevated to EVP & CFO in 2023. He is 48 years old (as of Feb. 24, 2025) and is the first cousin of CEO/President Randall E. Black, a governance consideration for independence and succession planning . During his tenure, company performance in 2024 included net income of $27.8M, basic EPS of $5.86, ROE 9.59%, and ROA 0.93%, while the proxy “pay vs. performance” TSR value-of-$100 metric stood at 103.34 in 2024 (up from 87.69 in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| First Citizens Community Bank (CZFS subsidiary) | Vice President of Finance | Apr 2013 – Nov 2019 | Built finance function and reporting platform ahead of CFO transition |
| CZFS & First Citizens Community Bank | Senior Vice President & Chief Financial Officer | Nov 2019 – 2023 | Led finance through organic growth and integration preparations |
| CZFS & First Citizens Community Bank | Executive Vice President & Chief Financial Officer | 2023 – Present | Oversaw 2023 HVB acquisition integration process (continuing in 2024) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| First Citizens Insurance Agency, Inc. (CZFS subsidiary) | Board Member | Since 2021 | Subsidiary board role within corporate group |
Fixed Compensation
Multi-year disclosed compensation (CFO was a Named Executive Officer in 2022 and 2021; 2024–2025 not disclosed for CFO):
| Metric (USD) | 2020 | 2021 | 2022 |
|---|---|---|---|
| Base Salary | $138,249 | $139,050 | $161,283 |
| Bonus (Christmas) | $1,650 | $250 | $250 |
| Stock Awards (Grant-Date Fair Value) | $8,210 | $8,205 | $8,413 |
| Non-Equity Incentive Plan Compensation | $19,189 | $19,665 | — (not determined at filing) |
| Change in Pension/Deferred Comp Earnings | — | — | — |
| All Other Compensation | $7,790 | $13,442 | $12,692 |
| Total | $175,088 | $180,612 | $182,638 |
Notes:
- Base salary increased 9.7% in 2022 versus 2021, reflecting expanded responsibilities .
- “All Other Compensation” for 2022 included a $11,149 401(k) match and $488 life insurance premium; no deferred comp award to CFO in 2022 .
Performance Compensation
Annual Incentive Plan (AIP) structure for CFO (disclosed for 2022):
| Element | CFO 2022 Plan |
|---|---|
| Target Bonus (as % of Base) | 18.8% of base salary |
| Range (Min/Max) | 12.5% (min) / 25.0% (max) of base |
| Weighting | Company/Bank 60%; Departmental 40% |
| Company/Bank Metrics | ROE vs regional peer (3-yr avg); Efficiency ratio vs peer (3-yr avg); Net interest income growth vs peer (3-yr avg); Non-performing assets/total assets vs peer (3-yr avg); Net charge-offs/avg loans (3-yr avg); satisfactory regulatory and performance ratings required |
| Payout Form | 70% cash / 30% restricted stock (not retirement-eligible) |
| Equity Vesting | RS generally vest ratably over 3 years from grant date |
| Actual 2022 Payout | Not determined as of 2023 proxy filing |
Equity grant history and vesting details (from outstanding awards at 12/31/2022):
| Grant/Tranche | Shares | Vesting Schedule |
|---|---|---|
| 2021 AIP Equity Portion | 124 | Vest in 3 equal annual installments starting 5/19/2023 |
| Prior Awards | 90 | Vest in 2 equal installments on 6/4/2023 and 6/4/2024 |
| Prior Awards | 44 | Vested on 5/19/2023 |
Vesting history:
- In 2022, 192 shares vested across four vesting dates (total value $13,026), evidencing modest, recurring sellable supply from RS vesting cycles .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (2/27/2023) | 2,361 shares; includes 258 restricted shares (voting but no investment power); 1,280 shares pledged as loan collateral; “less than 1%” of class . |
| Options | None outstanding as of 12/31/2022; company does not report executive stock options; equity is in stock/RS only . |
| Hedging/Pledging | Hedging prohibited by policy; pledging not broadly prohibited (several directors have pledged shares; CFO had 1,280 pledged in 2023 table) . |
| Executive Ownership Guidelines | None for executives (company does not maintain stock ownership guidelines for NEOs) . |
| Change-in-Control Equity Treatment | All outstanding restricted stock awards vest upon a change in control; also acceleration on death/disability . |
Red flag: The pledge of 1,280 shares as loan collateral indicates potential forced-sale risk under adverse market conditions; absence of executive ownership guidelines reduces formal alignment thresholds .
Employment Terms
| Topic | Disclosure (CFO) |
|---|---|
| Employment Agreement | Not disclosed for CFO (CEO has one; CFO’s not reported) . |
| Change-in-Control Agreement | CFO does not have a CIC severance agreement; upon CoC, CFO’s long-term incentive and equity awards vest per plan . |
| Severance (No-CoC) | Not disclosed for CFO; AIP payout requires employment at payment date unless committee determines otherwise (plan-level) . |
| Clawback | Company clawback policy applies to covered executives for 3 years in event of accounting restatement . |
| Hedging | Prohibited for officers, employees, and directors . |
| Non-Compete/Non-Solicit | No CFO-specific covenants disclosed (CEO agreement contains restrictive covenants) . |
Say-on-Pay & Shareholder Feedback
| Year | Advisory Say-on-Pay Approval |
|---|---|
| 2024 AGM | ~67% in favor (materially below typical 90%+ norms) |
| 2021 AGM | ~96% in favor |
Committee response: Maintained overall compensation program design; retained Blanchard Consulting Group; will consider future investor feedback .
Compensation Peer Group (2024/2025 reference)
Peer set focused on PA/NJ/NY/MD community banks roughly $2.2–$5.5B in assets, including: Adams County National Bank; Chemung Canal Trust; Citizens & Northern; F&M Trust; Orrstown; Jersey Shore State Bank; Peoples Security; First Bank; LINKBANK; Ephrata National; Unity Bank; Meridian Bank; Fidelity Deposit & Discount Bank; ESSA Bank & Trust (among others; 2024/2025 updates noted) .
Performance & Track Record
- 2024 results: Net income $27.8M (+$10.0M YoY), EPS $5.86; ROE 9.59%, ROA 0.93%; asset growth to $3.03B (+1.7%); deposits +$60.5M (+2.6%) while integrating HVB acquisition .
- Asset quality: Non-performing assets rose to 1.24% of total loans at 12/31/24 (from 0.59% at 12/31/23), with annualized net charge-offs at 0.11% (0.01% ex-divestiture impacts) .
- Shareholder returns: Dividends per share increased to $1.95 in 2024 (from $1.92 in 2023); TSR value of initial $100 investment was 103.34 in 2024 (vs 87.69 in 2023; 148.10 in 2022) .
Related Party & Governance Notes
- Family relationship: CFO Stephen J. Guillaume and CEO Randall E. Black are first cousins (disclosed in executive bios) .
- Section 16 compliance: No CFO reporting exceptions disclosed in 2024–2025 proxies; one late filing reported for a director, not the CFO .
Investment Implications
- Alignment: CFO has meaningful but small equity exposure (less than 1% ownership) with a portion previously pledged; absence of executive ownership guidelines and presence of pledging are governance/watch items; hedging is prohibited and clawback is in place, which partially mitigates risk .
- Incentive design: CFO incentives are tied to profitability/efficiency/credit quality and relative peer performance, with a measured equity component through RS vesting over 3 years, promoting multi-year discipline; however, exact CFO payouts for recent years are not disclosed, limiting full pay-for-performance assessment .
- Retention/Change-in-control: Lack of a CFO-specific CIC/severance agreement suggests lower “parachute” risk for shareholders; equity acceleration on CoC could create near-term selling supply but awards outstanding to CFO are modest based on historical disclosures .
- Governance signal: The 2024 say-on-pay result (~67%) indicates investor concerns about the compensation program at large; while not CFO-specific, ongoing engagement and potential program refinements warrant monitoring .