Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Jeffrey R. White as Chief Operating Officer

Effective July 11, 2024, Jeffrey R. White was appointed as the new Chief Operating Officer of Citizens Financial Services, Inc. (the “Company”), the parent company of First Citizens Community Bank.  Mr. White is a collaborative, disciplined, and strategic executive with over 15 years of finance and risk experience.  Mr. White most recently worked for Northwest Bancshares, Inc. where he served as Senior Vice President, Deputy Chief Risk Officer and head of Enterprise Risk Management since March 2023.  From March 2022 to March 2023, he was Senior Vice President, Deputy Chief Risk Officer for Northwest Bancshares, Inc. and from June 2018 to March 2022 he was Senior Vice President, Corporate Controller for Northwest Bancshares, Inc. from June 2018 to March 2022.  Prior to joining Northwest Bancshares, Inc., Mr. White worked for KPMG LLP, where he served as Director of Risk Consulting from August 2017 to June 2018 and as a Senior Manager prior to August 2017.

In connection with his appointment as Chief Operating Officer, Mr. White is entitled to the same executive compensation package as all other executive officers of the Company, which includes an annual base salary and could include, in accordance with the Company’s normal performance review practices, a yearly merit based increase to his base salary, and, at the sole discretion of the Company’s board of directors, an annual incentive bonus, participation in a compensation plan, and an equity award.

Mr. White has no related party transactions with the Company that are reportable under Item 404(a) of Regulation S-K, and has no family relationships with any director, executive officer or nominee for director or executive office of the Company.

Director Appointments

On July 16, 2024, the Board of Directors appointed Terry B. Osborne and John P. Painter II to the Company’s Board of Directors.

Mr. Painter will serve on the Audit and Examination Committee of the Board of Directors of the Company. Mr. Osborne’s committee assignments, if any, have not yet been determined.

Each of Messrs. Osborne and Painter will be compensated as an non-employee director of the Company in accordance with the compensation policies described in the Company’s Definitive Proxy Statement for the Company’s 2024 Annual Meeting of Shareholders.

There were no arrangements or understandings between Mr. Osborne or Mr. Painter and any other person pursuant to which he was selected as a director. Additionally, there has been no transaction nor are there any proposed transactions between the Company and Mr. Osborne or between the Company and Mr. Painter that would require disclosure pursuant to Item 404(a) of Regulation S-K.