Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2023, in connection with the pending merger of Citizens Financial Services, Inc., a Pennsylvania corporation (the “Company”), and HV Bancorp, Inc., a Pennsylvania corporation (“HVBC”), the Board of Directors of the Company (the “Board”) appointed Robert J. Marino, President of HVBC, to the Board, effective upon the completion of the pending merger (the “Effective Time”). The parties currently anticipate closing the merger on June 16, 2023, subject to the satisfaction of customary closing conditions. In addition, Mr. Marino was appointed to the Board of Directors of First Citizens Community Bank, the Company’s subsidiary bank (the “Bank”), and was named Chief Revenue Officer and Senior Executive Vice President of the Bank. Mr. Marino’s appointment to the Board of Directors of the Bank and his employment as an officer of the Bank will both be effective as of the Effective Time.
Mr. Marino will hold office as a director of the Board until the Company’s 2024 annual meeting of shareholders, and will be nominated by the Board to stand for re-election at the Company’s 2024 annual meeting of shareholders for a term expiring in 2027. Mr. Marino’s appointment to the Board is contingent upon Mr. Marino remaining employed as a full-time officer of the Bank.
Mr. Marino will not be serving on any committees of the Board.
As previously disclosed, in connection with the execution of the merger agreement, HVBC, Huntingdon Valley Bank, a wholly-owned subsidiary of HVBC, and CZFS entered into a settlement and non-competition and non-solicitation agreement with Mr. Marino, dated as of October 18, 2022, a copy of which was included as Exhibit 10.2 to the registration statement on Form S-4 filed by the Company with the SEC on December 16, 2022 (the “Form S-4”) and the terms of which are described more fully under the section entitled “Interests of HVBC’s Directors and Executive Officers in the Merger – New Arrangements with HVBC, HVB, and CZFS – New Settlement and Non-Competition and Non-Solicitation Arrangements” in the Company’s Form S-4, which description is incorporated by reference herein.
Additionally, other than as disclosed above, there has been no transaction and there are no proposed transactions involving Mr. Marino that would require disclosure pursuant to Item 404(a) of Regulation S-K.
