Citizens & Northern (CZNC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 24, 2025, to be held virtually, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of February 5, 2025, are eligible to vote; 15,467,390 shares outstanding.

• Proxy materials are distributed primarily online, with options for paper copies upon request.

• Forward-looking statements highlight risks such as economic conditions, regulatory changes, and technology-related threats.

Voting matters and shareholder proposals

• Four Class II directors nominated for three-year terms: Susan E. Hartley, Leo F. Lambert, Helen S. Santiago, and Katherine W. Shattuck.

• Advisory (non-binding) vote on executive compensation and ratification of Crowe LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 15, 2025.

Board of directors and corporate governance

• Board consists of 11 members, classified into three classes with staggered three-year terms.

• All directors except the CEO are independent per NASDAQ standards.

• Board committees include Audit, Compensation, Governance and Nominating, Risk Management, Asset Liability, M&A, and others.

• Stock ownership requirements for directors and executives; anti-hedging policy in place.

• Board chair is independent, and all directors attended at least 75% of meetings in 2024.