Proxy Statement (definitive) (def 14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to d240.14a-12

CNB Financial Corporation

(Exact Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒	No fee required

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(I) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.
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	(4)	Date Filed:

LOGO

1 South Second Street

P.O. Box 42

Clearfield, PA 16830

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CNB FINANCIAL CORPORATION will be held as a virtual meeting conducted exclusively via live webcast at http://www.viewproxy.com/CNBFinancial/2021/vm. To attend, please register in advance of the meeting by visiting www.viewproxy.com/CNBFinancial/2021. For procedures on attending the virtual meeting, please refer to the section titled “About the Meeting” beginning on page 2. The meeting will be held on Tuesday, April 20, 2021, at 2:00 p.m. for the following purposes:

ELECTION OF DIRECTORS: To elect the four Class 3 directors named in the Proxy Statement to serve until the Annual Meeting in the year 2024 or until their respective successors are elected and qualified.

SAY-ON-PAY VOTE: To vote on a non-binding advisory resolution on the compensation program for CNB Financial Corporation’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative executive compensation disclosures contained in the Proxy Statement (a “say-on-pay” vote).

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the year ending December 31, 2021.

TRANSACTION OF OTHER BUSINESS: To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors of CNB Financial Corporation fixed February 22, 2021, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. Only shareholders of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

The Annual Report on Form 10-K for the year ended December 31, 2020, the Annual Report Highlights, and the Proxy Statement and form of proxy for the meeting are enclosed.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. YOU ARE URGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. PLEASE RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS ONE, TWO AND THREE DESCRIBED ABOVE. YOU MAY WITHDRAW YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY SO NOTIFYING THE SECRETARY AND VOTE YOUR SHARES DURING THE ANNUAL MEETING.

By Order of the Board,

LOGO

Richard L. Greslick, Jr., Secretary

Clearfield, Pennsylvania

March 11, 2021

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held April 20, 2021. This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and our 2020 Annual Report are available free of charge on the Investor Relations section of our website (www.cnbbank.bank).

TABLE OF CONTENTS


	Page
ABOUT THE MEETING		1
PROPOSAL 1. ELECTION OF DIRECTORS		5
PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION		10
PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		11
CONCERNING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		12
CORPORATE GOVERNANCE		13
General		13
Board Leadership Structure		13
Risk Oversight		13
Meetings and Committees of the Board		14
Communications with Directors		16
Director Attendance at Annual Meetings		16
Director Education		16
Director Skills Summary		17
Stock Ownership Policy		19
2020 Director Fee Schedule		19
2020 Non-Employee Director Compensation Table		19
EXECUTIVE OFFICERS		21
COMPENSATION DISCUSSION AND ANALYSIS		23
Financial Highlights		23
Say-on-Pay Results and Shareholder Outreach		23
Compensation Philosophy		24
Compensation Highlights		25
Compensation Determination Process		26
Competitive Benchmarking		26
2020 Compensation Program and Pay Decisions		27
Impact of Accounting and Tax		32
Stock Ownership Policy		33
Hedging Policy		33
Clawback/Recoupment Policy		33
Reducing the Possibility of Excess Risk-Taking		33
COMPENSATION COMMITTEE REPORT		35
COMPENSATION OF EXECUTIVE OFFICERS		36
Summary Compensation Table		36
Stock Incentive Plan		37
Equity Compensation Plan Information		37
Grants of Plan-Based Awards in 2020		38
Outstanding Equity Awards at 2020 Fiscal Year-End		38
Pension Benefits		39
Retirement Plan		39
Supplemental Executive Retirement Plan		39
Executive Deferred Compensation Plan		40
Nonqualified Deferred Compensation		40
Termination and Change in Control Benefits		41
Executive Compensation Committee Interlocks and Insider Participation		41
Code of Ethics		42
Policies and Procedures Regarding Transactions with Related Persons		42
STOCK OWNERSHIP		43
Stock Owned by Management and Directors		43
Stock Owned by 5% Shareholders		43


CEO PAY RATIO			44
OTHER MATTERS			45
Delinquent Section 16(a) Reports			45
Other Matters to Come Before the 2021 Annual Meeting			45
Shareholder Proposals for the 2022 Annual Meeting			45

CNB FINANCIAL CORPORATION

1 SOUTH SECOND STREET

P.O. BOX 42

CLEARFIELD, PA 16830-0042

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

TUESDAY, APRIL 20, 2021, 2:00 p.m.

ABOUT THE MEETING

General Information

This Proxy Statement is furnished to shareholders of CNB Financial Corporation (the “Corporation”) in connection with the solicitation of proxies on behalf of the Board of Directors of the Corporation (the “Board”) for use at the Annual Meeting of Shareholders to be held on Tuesday, April 20, 2021 at 2:00 p.m.

The Corporation is a Pennsylvania business corporation and a financial holding company registered with the Federal Reserve Board and has its principal offices at CNB Bank, Clearfield, Pennsylvania 16830. The subsidiaries of the Corporation are CNB Bank (“CNB Bank” or the “Bank”), CNB Securities Corporation, CNB Risk Management, Inc., Holiday Financial Services Corporation and CNB Insurance Agency.

Unless otherwise directed, proxies solicited hereby will be voted FOR the election as directors of the nominees named under the caption: “Proposal 1. Election of Directors;” FOR approval of the non-binding advisory resolution on the compensation program for our NEOs (as defined below) under the caption: “Proposal 2. Advisory Vote on Executive Compensation;” and FOR ratification of the appointment of our independent registered public accounting firm for the year 2021 under the caption: “Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm.” The Board is not aware of any other matters which will be presented for action at the meeting, but the persons named in the proxies intend to vote or act according to their discretion with respect to any other proposal which may be presented for shareholder action.

Solicitation

The enclosed proxy is being solicited by the Board. The cost of preparing, assembling and mailing the notice of annual meeting, proxy statement and form of proxy is to be borne by the Corporation. In addition to the solicitation of proxies by use of mail, directors, officers or other employees of the Corporation may solicit proxies personally or by telephone and the Corporation may request certain persons holding stock in their names or in the names of their nominees to obtain proxies from and send proxy material to the principals and will reimburse such persons for their expenses in so doing. Directors, officers, or other employees so utilized will not receive special compensation for such efforts. The date on which this Proxy Statement and the accompanying form of proxy was first mailed to shareholders was March 11, 2021.

Quorum; Voting

A quorum for the transaction of business at the virtual Annual Meeting will require the presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting. Abstentions are counted as shares present for determination of a quorum but are not counted as affirmative or negative votes and are not counted in determining the number of votes cast on any matter. The affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter is required for the approval of all matters under consideration at the Annual Meeting. Shareholders have one vote for each share held.

Revocation of Proxies

The enclosed proxy is revocable at any time prior to the actual voting of such proxy by the filing of a written notice revoking it, or a duly executed proxy bearing a later date, with Richard L. Greslick, Jr., the Secretary of the Corporation. In the event your proxy is mailed and you attend the meeting, you have the right to revoke your proxy and cast your vote personally. All properly executed proxies delivered to us pursuant to this solicitation will be voted at the meeting in accordance with your instructions, if any.

Eligibility to Vote; Record Date

The securities that can be voted at the Annual Meeting consist of shares of common stock of the Corporation with each share entitling its owner to one vote on all matters properly presented at the meeting. There is no cumulative voting of shares. The Board has fixed the close of business on February 22, 2021 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. On the record date, there were 16,884,229 shares of common stock then outstanding and eligible to be voted at the Annual Meeting. As of that date, all executive officers and directors of the Corporation as a group (19 persons) beneficially owned 636,406 shares, or 3.77%, of the total number of outstanding shares.

Voting Procedures

Whether you hold shares directly as a registered shareholder of record or beneficially in street name, you may vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, bank or other trustee or nominee. In most cases, you will be able to do this by using the internet, by telephone or by mail.

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Voting by internet or telephone - You may submit your proxy over the internet or by telephone by following the instructions for internet or telephone voting provided with your proxy materials and on your proxy card or voter instruction form.

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Voting by mail - You may submit your proxy by mail by completing, signing, dating and returning your proxy card or, for shares held beneficially in street name, by following the voting instructions included by your broker or other intermediary. If you provide specific voting instructions, your shares will be voted as you have instructed.

Under current New York Stock Exchange (“NYSE”) rules, which govern NYSE brokerage members, the proposal to ratify the appointment of independent auditors (Proposal 3) is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions in accordance with NYSE rules. In contrast, the proposals with respect to the election of directors (Proposal 1) and “say-on-pay” (Proposal 2) are “non-discretionary” items. This means brokerage firms that have not received voting instructions from their clients on these matters may not vote on these proposals. These so-called “broker non-votes” will not be considered in determining the number of votes necessary for approval and, therefore, will have no effect on the outcome of the vote for these proposals.

Attending the Virtual Annual Meeting

Shareholders at the virtual Annual Meeting will have the same rights as at an in-person meeting, including the rights to vote and ask questions at the virtual meeting. Both shareholders of record and street name shareholders who wish to attend the Annual Meeting will need to register to be able to attend the Annual Meeting via live webcast, submit their questions during the meeting and vote their shares electronically at the Annual Meeting by following the instructions below.

If you are a shareholder of record, you must:

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Follow the instructions provided on your Notice or proxy card to first register at http://www.viewproxy.com/CNBFinancial/2021 by 11:59 p.m. Eastern Daylight Time on April 18,

2021. You will need to enter your name, phone number, 16 digit virtual control number (included on your Notice or proxy card) and email address as part of the registration, following which, you will receive an email confirmation of your registration, as well as a password to attend the Annual Meeting.

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On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the password you received via email registration confirmation at http://www.viewproxy.com/CNBFinancial/2021/VM (you will need the password provided to you after you have registered to attend).

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If you wish to vote your shares electronically during the Annual Meeting, you will need to visit http://www.AALvote.com/CCNE during the Annual Meeting while the polls are open (you will need the 16 digit virtual control number included on your Notice or proxy card).

If you are a street name shareholder, you must:

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Obtain a legal proxy from your broker, bank or other nominee.

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Register at http://www.viewproxy.com/CNBFinancial/2021 by 11:59 p.m. Eastern Daylight Time on April 18, 2021. You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via email to VirtualMeeting@viewproxy.com as part of the registration, following which, you will receive an email confirming your registration, your 16 digit virtual control number, as well as the password to attend the Annual Meeting. Please note, if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting but you will be unable to vote your shares electronically at the Annual Meeting.

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On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the password you received via email in your registration confirmation at http://www.viewproxy.com/CNBFinancial/2021/VM (you will need the 16 digit virtual control number assigned to you in your registration confirmation email).

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If you wish to vote your shares electronically at the Annual Meeting, you will need to visit http://www.AALvote.com/CCNE during the Annual Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email). Further instructions on how to attend the Annual Meeting via live audio webcast, including how to vote your shares electronically at the Annual Meeting are posted on www.viewproxy.com/CNBFinancial/2021 under Frequently Asked Questions (FAQ). The Annual Meeting live webcast will begin promptly at 2:00 p.m. Eastern Daylight Time on April 20, 2021. We encourage you to access the meeting prior to the start time. Online check-in will begin at 1:30 p.m. Eastern Daylight Time, and you should allow ample time for the check-in procedures.

How do I ask questions during the Annual Meeting?

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You may vote during the meeting by following the instructions that will be available on the virtual meeting website during the meeting. We will answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.

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Off-topic, personal or other inappropriate questions will not be answered.

What if I have technical difficulties during the check-in time or during the Annual Meeting?

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We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting live webcast. Please be sure to check in by 1:30 p.m. Eastern Daylight on April 20, 2021, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 1-866-612-8937.

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The platform we are using for the Annual Meeting live webcast will require a software installation or the ability to run a temporary application in order for you to join the Annual Meeting live webcast.

Obtaining an Annual Report on Form 10-K

The Corporation is required to file an Annual Report on Form 10-K (the “Form 10-K”) for the 2020 fiscal year with the U.S. Securities and Exchange Commission (“SEC”). Shareholders may obtain, free of charge, a copy of the Form 10-K by writing to Richard L. Greslick, Jr., Secretary, CNB Financial Corporation, P.O. Box 42, Clearfield, Pennsylvania 16830. Our annual report is also available free of charge on the Investor Relations section of our website (www.cnbbank.bank).

PROPOSAL 1. ELECTION OF DIRECTORS

The Bylaws of the Corporation provide that the Board shall consist of not less than nine nor more than twenty-four persons. The Board has acted to fix the number of directors for the ensuing year at twelve.

The Bylaws further provide that the Board shall be classified into three classes with each class consisting of not less than three nor more than eight directors. The Board has elected to fix the number of each class of directors at four. One class of directors is to be elected annually for a three-year term and until their successors are elected and qualified, unless they earlier reach the mandatory retirement age of 70, die or resign from the Board. The four Class 3 nominees named below are nominated to serve as Class 3 directors to hold office for a three-year term expiring at the third succeeding annual meeting (in the year 2024). Each nominee has consented to be named as a nominee and has agreed to serve if elected. If, for any reason, any of the nominees named below should become unavailable to serve, the enclosed proxy will be voted for the remaining nominees and such other person or persons as the Board may select among those recommended by the Corporate Governance/Nominating Committee.

Information as to Nominees and Other Directors

The following tables set forth the names of the nominees for election as directors and the current directors of the Corporation. Also set forth in the tables is certain other information with respect to each such person’s age at December 31, 2020, the periods during which such person has served as a director of the Corporation and positions currently held with the Corporation.

Following the tables are biographies of each of the nominees and continuing directors which contain information regarding each such person’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Corporate Governance/Nominating Committee and the Board to determine that such person should serve as a director as of the time of filing of this Proxy Statement. Each director brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including corporate governance, board service, executive management, business, finance and marketing. “Independent” directors are those who, in the Board’s judgment, meet the standards for independence as required by NASDAQ.

The following Class 3 directors for a three-year term expiring at the time of the annual meeting in 2024.

Name

Age at
December 31,
2020

Business Experience

(Past Five Years)

Positions Held at CNB

Director
Since

Joseph B. Bower, Jr.

President and Chief Executive Officer, CNB Financial Corp. and CNB Bank

4/19/2005

Robert W. Montler

Independent Director

(1)

Chairperson and CEO, Lee Industries (Manufacturer)

—

6/28/2005

Joel E. Peterson

Independent Director

President, Clearfield Wholesale Paper (Wholesaler)

—

9/13/2011

Richard B. Seager

Independent Director

President and CEO, Journey Health System (Mental Health)

—

12/14/2010

(1)	Pursuant to our Bylaws, Mr. Montler will retire from service to the Board by tendering his resignation on or before attaining the age of 70.

Joseph B. Bower, Jr., has been with the Corporation since 1997 and previously served as Chief Financial Officer and Chief Operating Officer of CNB Bank as well as Secretary and Treasurer of CNB Financial Corporation. In January 2010, he was named President and Chief Executive Officer of CNB Bank and CNB Financial Corporation. Mr. Bower previously worked as a certified public accountant and holds a Bachelor of Arts in Accounting from Lycoming College in Williamsport, Pennsylvania. In 1984, Mr. Bower enlisted in the United States Army, where after two and a half years the Army awarded him with a full ROTC scholarship. Upon graduating from Lycoming College, Mr. Bower graduated from the U.S. Army Ordinance School Officer Basic Course. Mr. Bower has served and continues to serve on various boards within the community. Mr. Bower’s position as President and Chief Executive Officer of the Corporation and his day to day leadership of the Corporation provides him with thorough knowledge of the Corporation’s opportunities, challenges and operations.

Robert W. Montler is Chairperson and CEO of Lee Industries. Mr. Montler is also President and CEO of Keystone Process Equipment, which purchases and refurbishes used process equipment for the pharmaceutical, cosmetic, food and chemical markets. In 1997, he started Keystone Process Equipment and also began a real estate development company known as Tipton Realty. Mr. Montler’s previous experience includes service in either a board or advisory board capacity for three other financial institutions, including services on audit committees for two of the institutions. In addition, Mr. Montler has an extensive background in executive level financial management, internal control over financial reporting, and the application of generally accepted accounting principles in the United States. He held a senior level audit position with a regional public accounting firm and has also worked as both controller and Executive VP/Chief Financial Officer for Lee Industries. As a result, the Board has determined that Mr. Montler qualifies as an “audit committee financial expert” as defined in applicable SEC rules, and has designated Mr. Montler as such on the Corporation’s Audit Committee. Mr. Montler has served and continues to serve on various boards within the community. Mr. Montler’s experience as Chairperson and CEO of Lee Industries and President and CEO of Keystone Process Equipment provides him with extensive experience concerning conducting business in the Corporation’s markets.

Joel E. Peterson is a graduate of Pennsylvania State University with a major in Accounting and Marketing. He is the owner and President of Clearfield Wholesale Paper and participates in the governance of many community organizations. Mr. Peterson, by virtue of his executive service, brings meaningful corporate governance experience to the Board.

Richard B. Seager has over 25 years of experience in health care administration, consulting, and finance. Mr. Seager is actively involved in small business and community development activities throughout northwestern Pennsylvania, including service on various non-profit boards. Mr. Seager provides the Board with knowledge of the market area and strong governance experience as a result of his executive experience as President and CEO of Journey Health System.

There are no arrangements or understandings between any director and any other person pursuant to which he or she was selected as a director.

Vote Required

Under our Bylaws, to be elected in an uncontested election, director nominees must receive the affirmative vote of a majority of the votes cast (the number of shares voted FOR a director nominee must exceed the number of votes cast AGAINST that director nominee). For purposes of the election of directors, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast for or against a nominee’s election and will have no effect on the result of the vote. There is no cumulative voting with respect to the election of directors.

If an incumbent director fails to be reelected by a majority of votes cast, that director is required under our Bylaws to promptly deliver to the Board his or her irrevocable offer to resign from the Board. The Board will

consider such director’s offer to resign, taking into consideration any such factors that the Board deems relevant in deciding whether to accept such director’s resignation, including any recommendation of the Corporate Governance/Nominating Committee. The Board is required to act on such director’s resignation within 90 days after the election results are certified.

Our Recommendation:

The Board unanimously recommends that shareholders vote FOR each of the foregoing nominees

The following Class 1 directors’ terms expire at the time of the annual meeting in 2023.


Name	Age at December 31, 2020	Business Experience (Past Five Years)	Positions Held at CNB	Director Since
Peter F. Smith Independent Director	66	Chairperson of the Board Attorney at Law	—		9/12/1989
Jeffrey S. Powell Independent Director	56	President, J.J. Powell, Inc. (Petroleum Distributor)	—		12/27/1994
Francis X. Straub, III Independent Director	60	Owner/Pharmacist/CFO/Director, St. Mary’s Pharmacy	—		4/19/2015
Peter C. Varischetti Independent Director	51	President, Varischetti Holdings, LP	—		7/1/2015

Peter F. Smith obtained his Bachelor of Arts from Williams College in 1976 and later graduated from the Dickinson School of Law in 1981. He joined his late father, William U. Smith, in the general practice of law in Clearfield after graduation. Mr. Smith has continued in the practice, representing a diverse group of businesses and their owners. He concentrates his practice on commercial transactions, real estate, mineral law, estate planning and related litigation. Mr. Smith has served on the Ethics Committee of the Pennsylvania Bar Association since 1994 and has authored numerous written opinions to assist other lawyers with ethical issues, and has been invited to speak as panelist by the Pennsylvania Bar Institute. Mr. Smith has served and continues to serve numerous charitable and public services organizations. Mr. Smith’s legal experience provides the Corporation’s Board with valuable insight into legal matters affecting it and its markets. Mr. Smith also brings strong corporate governance experience to the Board.

Jeffrey S. Powell serves as Audit Committee Chairperson. He is a graduate of The Pennsylvania State University where he earned a degree in Business Administration. He is currently the President of J.J. Powell Inc., a petroleum marketer, as well as Snappy’s Convenience Stores. Mr. Powell’s extensive executive experience in the petroleum marketing and retail convenience industry provide strong knowledge regarding finance, operations compliance and planning to the Board.

Francis X. Straub, III, managing executive officer and director of St. Marys Pharmacy, Inc. and Bennetts Valley Pharmacy, Inc., was appointed to the board of CNB Bank in November 2015. Mr. Straub brings a diverse background in healthcare and entrepreneurial culture, which began in his family’s pharmacy over 40 years ago. Mr. Straub holds a Bachelor of Science degree in the field of pharmacy from Duquesne University and has been a practicing, licensed pharmacist at St. Marys Pharmacy for over 30 years. He has served on numerous charitable and public service boards and currently serves as a member of the Board of Directors/Treasurer at Value Drug Company, Executive Team Board Member/Vice Chairperson at Penn Highlands Elk and Chairperson of the Board of PCC Management Holdings Inc. Additionally, Mr. Straub is involved with industrial manufacturing, oil and gas production, medical services and commercial real estate development.

Peter C. Varischetti, President of Varischetti Holdings, LP, was appointed to the board of CNB Bank and CNB Financial Corporation in July 2015. He has served on numerous charitable and public service boards and

currently serves as director and officer of Guardian Elder Care Holdings, Inc., and chairperson of both the Brockway Schools and Community Education Foundation, and the Brockway Center for Arts & Technology. Mr. Varischetti is a board member of DuBois Central Catholic and serves on the Erie Diocesan Finance Council and the Parish Finance Council of St. Tobias Church. Mr. Varischetti serves on the board of directors for the Frank Varischetti Foundation, is a member of the Board of Trustees for the University of Pittsburgh and is chairperson of the School of Health and Rehabilitation Sciences Board of Visitors. Mr. Varischetti earned a Bachelor of Science in Business Administration and Psychology from the University of Pittsburgh.

The following Class 2 directors’ terms expire at the time of the annual meeting in 2022.


Name	Age at December 31, 2020	Business Experience (Past Five Years)	Positions Held at CNB	Director Since
Richard L. Greslick, Jr.	44	Senior Executive Vice President, Chief Support Officer and Secretary, CNB Financial Corp. and CNB Bank	Senior Executive Vice President, Chief Support Officer and Secretary, CNB Financial Corp. and CNB Bank		1/1/2012
Deborah Dick Pontzer Independent Director	60	Economic Development and Workforce Specialist for Congressman Glenn Thompson	—		6/10/2003
Nicholas N. Scott Independent Director	48	Vice President/Owner Scott Enterprises (Hospitality Industry)	—		5/14/2013
Julie M. Young Independent Director	47	Attorney, JMY Law, LLC, Worley Law, LLC	—		5/14/2019

Richard L. Greslick, Jr., has been with the Corporation since 1998 and previously served as Controller and Vice President of Operations of CNB Bank. In 2009, Mr. Greslick was named Vice President of Administration of CNB Bank and Secretary of the Corporation. In July 2010, Mr. Greslick was named Senior Vice President of Administration of CNB Bank. In December 2012, Mr. Greslick was named Senior Executive Vice President and Chief Support Officer (“CSO”) of CNB Bank. Mr. Greslick holds a Bachelor of Science in Accounting from Indiana University of Pennsylvania and is a 2009 graduate of the American Bankers Association’s Stonier National Graduate School of Banking in Philadelphia, PA. Mr. Greslick has served and continues to serve on various boards within the community. Mr. Greslick’s experience as an executive of the Corporation provides him with thorough knowledge of the Corporation’s opportunities, challenges and operations.

Deborah Dick Pontzer is an Economic Development and Workforce Specialist for Congressman Glenn Thompson. In that capacity, she works with business, industry, and communities to identify and obtain the resources necessary for continued economic development and growth. Her prior experience is in higher education and public accounting, including working as a senior associate in the Business Investigation Services Group for a Big 4 international firm. Ms. Pontzer also served as executive director for the Community Education Council of Elk and Cameron Counties, and her duties included preparation of budgetary, financial, and statistical data, as well as income and payroll tax reporting. Mr. Pontzer served as director of Outreach and Business Services for the University of Pittsburgh at Bradford. In that position, she supervised staff who prepared prospective financial statements for small businesses and entrepreneurs, managed grant funds, and oversaw the operation of the adult continuing education division. She is active in her community and currently serves as a Trustee for The Stackpole-Hall Foundation, including services on the foundation’s Audit and Investment Committees. Ms. Pontzer earned a B.A. from Mount Holyoke College and an M.B.A. from the American Graduate School of International Management. Ms. Pontzer’s experience as Economic Development and Workforce Specialist for Congressman Glenn Thompson enables her to provide valuable perspective to the Board.

Nicholas N. Scott is Vice President/Owner of Scott Enterprises of Erie, PA. Mr. Scott has served in this role since 1995. Mr. Scott serves on the UPMC Hamot Health Foundation Board of Trustees, Penn State Behrend Council of Fellows Executive Board, Visit Erie Board of Directors, Erie Regional Chamber and Growth Partnership Board of Directors, and the Pennsylvania Free Enterprise Week Board of Directors. He also lends his expertise to the United Way’s Success by 6 Committee, and the Pennsylvania Early Learning Investment Commission. As a business leader responsible for operations and development of the third-generation family owned hospitality business, Mr. Scott applies his expertise in strategic planning and provides leadership and guidance to the Board.

Julie M. Young is an attorney specializing in employment law and human resources at JMY Law, LLC. Ms. Young has served in this role since 2016. With over 19 years of experience navigating federal and state employment laws, Ms. Young works closely with small and mid-sized businesses to provide comprehensive employment law services. Prior to her current position, Ms. Young practiced employment law at Worley Law, LLC. Ms. Young is a frequent speaker on employment law and human resource topics, from structuring employment agreements, to federal and state compliance considerations and advising on anti-harassment and anti-discrimination policies and practices. Ms. Young is active in her community and previously served as a member of the board of advisors of FCBank, a division of CNB Bank headquartered in Worthington, Ohio, since December 2017. Ms. Young received her B.A. from Miami University of Ohio and J.D. from The Ohio State University Mortiz College of Law. The Board believes that Ms. Young’s qualifications include her broad human resources and employment law experience, which will provide critical support to the Corporation’s business and strategic goals.

PROPOSAL 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) added Section 14A to the Securities Exchange Act of 1934 (the “Exchange Act”), which requires that we provide our shareholders with the opportunity to approve, on a non-binding advisory basis, the compensation of our named executive officers (the “NEOs”) as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.

As described in greater detail under the heading “Compensation Discussion and Analysis,” we seek to align the interests of our NEOs with the interests of our shareholders. Our compensation programs are designed to reward our NEOs for the achievement of short-term results and long-term growth, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

The Corporation is presenting the following proposal, which gives you as a shareholder the opportunity to endorse or not endorse our compensation program for NEOs by voting for or against the following resolution (a “say-on-pay” vote). While the vote on the resolution is advisory in nature and therefore will not bind us to take any particular action, our Board intends to carefully consider the shareholder vote resulting from the proposal in making future decisions regarding our compensation program.

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the Corporation’s NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative executive compensation disclosures contained in this Proxy Statement.”

Vote Required

The affirmative vote of a majority of the votes cast by all shareholders entitled to vote on this proposal is required to approve (on a non-binding advisory basis) the compensation of the Corporation’s named executive officers. For purposes of the vote on this proposal, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the vote.

Our Recommendation:

The Board unanimously recommends that shareholders vote FOR the resolution approving on a non-binding advisory basis the compensation of the Corporation’s named executive officers.

PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board is responsible for selecting the Corporation’s independent registered public accounting firm. At its meeting held on March 3, 2021, the Audit Committee appointed Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021. Although shareholder approval for this appointment is not required, the Board is submitting the selection of Crowe LLP for ratification to obtain the views of shareholders. If the appointment is not ratified, the Audit Committee will reconsider its selection.

In making the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2021, the Audit Committee considered whether Crowe LLP’s provision of services other than audit services is compatible with maintaining independence as our independent auditors and decided that the provision of such services is compatible with maintaining independence.

Vote Required

The affirmative vote of a majority of the votes cast by all shareholders entitled to vote on this proposal is required to approve the ratification of the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm. For purposes of approving Proposal 3, abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote. Even if the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm is ratified, the Audit Committee may, in its discretion, change that appointment at any time during the year should it determine such a change would be in our and our shareholders’ best interests.

Our Recommendation:

The Board unanimously recommends that shareholders vote FOR ratification of the appointment of independent auditors.

CONCERNING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Corporation’s independent registered public accounting firm for the fiscal year ended December 31, 2020 was Crowe LLP. The Audit Committee has selected Crowe LLP to be the independent registered public accounting firm for the fiscal year ending December 31, 2020. Representatives of Crowe LLP are expected to be present at the Annual Meeting to respond to appropriate questions and to make such statements as they may desire, including comments on the financial statements of the Corporation.

Audit Fees. The following table sets forth the aggregate fees billed to the Corporation for the fiscal years ended December 31, 2020 and 2019 by the Corporation’s independent registered public accounting firm Crowe LLP.


	December 31,
	2020		2019
Audit Fees	$	316,000	$	312,025
Audit-Related Fees		295,000		15,000
Tax Fees		7,500		7,500
All Other Fees		143,000		96,000

	$	761,500	$	428,025

Audit fees represent fees for professional services rendered by Crowe LLP in connection with the audit of the Corporation’s consolidated financial statements and internal control over financial reporting and reviews of the consolidated financial statements included in the Corporation’s quarterly reports on Form 10-Q. Audit-related fees for 2020 represent audit fees for the acquisition of Bank of Akron and the adoption of CECL. Audit-related fees for 2019 represent audit fees for the captive insurance company. Tax fees in 2020 and 2019 reflect tax compliance services for the captive insurance company. All other fees in 2020 represent consent letters and comfort letters for our At the Market Common Stock offering and Preferred Stock offering. All other fees in 2019 represent the comfort letter for our At the Market offering and delivery of Crowe LLP’s consent in connection with the filing of a Form S-8.

Auditor Independence. The Audit Committee of the Board believes that the non-audit services provided by Crowe LLP are compatible with maintaining the auditor’s independence. None of the time devoted by Crowe LLP on its engagement to audit the financial statements for the year ended December 31, 2020 is attributable to work performed by persons other than full-time, permanent employees of Crowe LLP. The Audit Committee is responsible for approving any service provided by Crowe LLP.

CORPORATE GOVERNANCE

General

The business and affairs of the Corporation are managed under the direction of the Board. Members of the Board are kept informed of the Corporation’s business through discussions with the Chairperson of the Board and the Corporation’s executive officers, by reviewing materials provided to them and by participating in meetings and strategic planning sessions of the Board and its various committees. The Board is also kept apprised by the Chairperson of the Board and management of continuing educational programs on corporate governance and fiduciary duties and responsibilities.

The Corporation believes in the importance of sound and effective corporate governance and has adopted policies and promoted practices which it believes enhance corporate governance of the Corporation.

Board Leadership Structure

The Corporation has elected to have two separate individuals as Chief Executive Officer (“CEO”) and Chairperson. The Corporation believes that this separation facilitates the independence of the Board and is appropriate for the size and structure of the Corporation.

Risk Oversight

Risk identification and management are essential elements for the successful management of the Corporation. In the normal course of business, the Corporation is subject to various types of risk. These risks are controlled through policies and procedures established throughout the Corporation, which are monitored and reviewed by the Board in accordance with established Corporation policies.

The Corporation’s Enterprise Risk Management (“ERM”) program includes measurement and monitoring of the following risks: credit, market, liquidity, operational, compliance, strategic and reputation. An ERM Risk Assessment Team evaluates, analyzes, and reports annual risk assessment(s) and provides quarterly updates to the ERM Risk Steering Committee, comprised of the Executive Management Team. The Board of Directors has established an ERM Policy, Risk Philosophy Statements and Risk Appetite Statements that summarize the risk appetite of the Corporation as well as the expected reward for the risks.

In addition to the ERM program, the following risks are specifically addressed as outlined below: market, credit, and liquidity risk.

Market risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in interest rates. Market risk results from various repricing frequencies and the maturity structure of the financial instruments owned by the Corporation. The Corporation uses its asset/liability management policy and systems to control, monitor, and manage market risk. Such policies and systems are monitored by the Management Asset/Liability Committee and by the Asset/Liability Committee of the Board, which meets four times per year.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from loans with customers and the purchase of investment securities. The Corporation manages credit risk by following an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses. Also, the investment policy limits the amount of credit risk that may be taken in the securities portfolio. Such policies and systems are monitored by both the Asset/Liability Committee of the Board and the Loan Committee of the Board, both of which meet four times per year.

Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors. The Corporation has established guidelines within its

asset liability management policy to manage liquidity risk. These guidelines include contingent funding alternatives. Such guidelines are monitored at least monthly by the Management Asset/Liability Committee and by the Asset/Liability Committee of the Board.

Meetings and Committees of the Board

The Board held ten meetings during 2020. All twelve directors attended the 2020 Annual Meeting of Shareholders. Each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings held by the Board during the period that the individual served and (ii) the total number of meetings held by all committees of the Board on which the individual served during the period that the individual served.

The Board of the Corporation and the Board of the Bank have a number of joint committees that serve both the Corporation and the Bank, including standing Audit, Executive Compensation and Corporate Governance/Nominating Committees. Directors Peter F. Smith, Joseph B. Bower, Jr. and Richard L. Greslick, Jr. are ex-officio members of all committees if not otherwise named, except the Audit, Corporate Governance/Nominating and Executive Compensation Committees as to Mr. Bower and Mr. Greslick.

Audit Committee. The Audit Committee met four times in 2020. The Audit Committee appoints the Corporation’s independent registered public accounting firm, reviews and approves the audit plan and fee estimate of the independent registered public accounting firm, appraises the effectiveness of the internal and external audit efforts, evaluates the adequacy and effectiveness of accounting policies and financial and accounting management, approves and evaluates the internal audit function, pre-approves all audit and any non-audit services, and reviews and approves the annual and quarterly financial statements. The Audit Committee has the authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities, at the Corporation’s expense. The members of the Audit Committee are Jeffrey S. Powell, Chairperson, Peter F. Smith, Robert W. Montler, Joel E. Peterson, Deborah Dick Pontzer, and Peter C. Varischetti. The Corporation’s Board adopted a written charter for the Audit Committee on May 3, 2001. The charter is reviewed annually by the Audit Committee and was updated in 2020. The charter is available on the Corporation’s website at www.cnbbank.bank.

In the opinion of the Corporation’s Board, the members of the Audit Committee do not have a relationship with the Corporation or any of its affiliates that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. None of them is or has for the past three years been an employee of the Corporation or any of its affiliates; no immediate family members of any of them is or has for the past three years been an executive officer of the Corporation or any of its affiliates; and they otherwise meet the standards for independence required by NASDAQ.

The Board has also determined that Mr. Montler qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Mr. Montler is also an independent director.

The Audit Committee must pre-approve all permitted non-audit services performed by the Corporation’s external audit firm. The Audit Committee may delegate such authority to a subcommittee, provided that any decisions of the subcommittee are presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee has submitted the following report (the “Audit Committee Report”) for inclusion in this Proxy Statement:

The Audit Committee has reviewed the audited financial statements for the year ended December 31, 2020 and has discussed them with management. The Audit Committee has also discussed with Crowe LLP the matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing Standard No. 16 and by SEC rules. The Audit Committee has received the written disclosures and the letter from Crowe LLP required by applicable requirements of the Public Company Accounting Oversight Board

regarding Crowe LLP’s communications with the Audit Committee, and has discussed with Crowe LLP their independence. Based on this, the Audit Committee recommended to the Board that the audited financial statements be included in CNB Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

Submitted by the Audit Committee:


Jeffrey S. Powell, Chairperson	Peter F. Smith	Robert W. Montler

Joel E. Peterson	Deborah Dick Pontzer	Peter C. Varischetti

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Exchange Act and shall not be deemed filed under the Exchange Act.

Executive Compensation Committee. The Executive Compensation Committee (the “ECC”) consists of the following independent directors as defined by NASDAQ rules: Richard B. Seager, Chairperson, Peter F. Smith, Robert W. Montler, Deborah Dick Pontzer, Jeffrey S. Powell, Julie Young and Nicholas N. Scott. The Committee met seven times during 2020. See “Compensation Determination Process” for more information about the ECC.

Corporate Governance/Nominating Committee. The Corporate Governance/Nominating Committee met three times during 2020. The Committee consists of the following independent directors as defined by NASDAQ rules: Peter F. Smith, Chairperson, Robert W. Montler, Joel E. Peterson, Deborah Dick Pontzer, and Jeffrey S. Powell. The Committee was established by resolution of the Board and recommends to the Board candidates for nomination for election to the Board. Any shareholder who wishes to have the Committee consider a candidate should submit the name of the candidate, along with any biographical or other relevant information that the shareholder wishes the Committee to consider and the consent of such candidate evidencing his or her willingness to serve as a director, to the President of the Corporation at the address appearing on the Notice of Annual Meeting no later than November 11, 2021. All recommendations are subject to the process described below.

The Committee has the responsibility of reviewing and evaluating candidates for election or appointment to the Board and compares candidates to the current Board to ensure that the Board has a group of individuals that are represented by diverse professions, experience, education or skill. The process utilized by the Committee to recommend a candidate consists of first reviewing formal expressions of interest by interested individuals which have been communicated to the Committee. In addition, the Committee obtains input from shareholders, directors and management regarding other potential candidates who have not indicated an interest in a Board position.

Utilizing the selection criteria set forth below, the Committee selects a candidate and then conducts an interview in order to further evaluate the individual. Subsequent to the interview the Committee meets to determine whether to recommend the candidate to the Board for election or appointment. The Board, exclusive of non-independent directors, either accepts or rejects the Committee’s recommendation.

The Committee utilizes various selection criteria to evaluate a candidate for election or appointment to the Board including, among others, the following minimum criteria:

Residency within the market area of CNB Bank.

Ability and willingness to commit time necessary to fulfill Board and committee duties.

Strong interest in or familiarity with the financial services industry.

Successful career in a business or profession suitable to our business plan within the Bank’s market area.

Character and reputation.

Whether the candidate is “independent” under SEC and NASDAQ rules.

Provide expertise in an area needed for the Board.

No incumbent director may be nominated without approval of at least 25% of the existing directors and no person not then a director may be proposed for nomination without approval of at least two-thirds of the directors. The Bylaws provide that any director, upon first being appointed or elected to serve as a director, must own the lesser of 1,000 unencumbered shares of common stock of the Corporation or the number of shares equivalent to $15,000 of market value as of the date of the appointment or election. Further, on or before the third anniversary of the director’s first election to the Board, the director must own at least the lesser of 2,500 unencumbered shares of common stock of the Corporation or the number of shares equal to $25,000 of market value.

The Corporate Governance/Nominating Committee has a charter, a copy of which is available on the Corporation’s website at www.cnbbank.bank.

Communications with Directors

Any shareholder who wishes to communicate with the directors (or with any individual director) should send a letter to the directors as follows: ATTN: Corporate Secretary - Communication to Directors, CNB Financial Corp., PO Box 42, Clearfield, PA 16830-0042. The Corporate Secretary will regularly forward all such correspondence to the directors.

Director Attendance at Annual Meetings

The Corporation typically schedules a meeting of the Board in conjunction with the annual meeting and expects that the members of the Board will attend the annual meeting, absent a valid reason, such as a previously scheduled conflict. All twelve of the individuals then serving as directors attended the 2020 Annual Meeting of Shareholders in April 2020.

Director Education

On May 19, 2020, the Board attended a formal training session related to the Bank Secrecy Act of 1970 and anti-money laundering, as well as the expectations for a public company board and managing through COVID-19. In addition, periodic training sessions for the Board occur during regularly scheduled board and committee meetings. Topics covered during these trainings in 2020 included information technology, information security, cyber security and asset-liability management. The Board also attended a formal unconscious bias training on October 27, 2020. Finally, individual Board members attend specialized industry conferences based on their committee assignments and training needs that are identified through the Board’s self-assessment process.

Director Skills Summary

Our Board brings diverse experience and perspectives to areas critical to our business. Their collective knowledge ensures appropriate management and risk oversight and supports our strategy of long-term sustainable shareholder value.

INDEPENDENT DIRECTORS

INSIDERS

Smith

Montler

Peterson

Pontzer

Powell

Scott

Seager

Straub

Varischetti

Young

Bower

Greslick

Financial industry experience

CEO/business head

Business ethics

Technology

Human capital management/compensation

Audit Committee financial expert

Mergers and acquisitions

Public company governance

Sales and marketing

Legal, legislative or regulatory

Demographic background

Ethnic, gender, nationality or other diversity

Years on Board

Age

Environmental, Social and Governance

The Corporation serves as a cornerstone of the local community. We are committed to strengthening the communities we serve, whether through the active volunteering of our employees, corporate philanthropy or our leadership on environmental responsibility and sustainability initiatives.

The Corporation’s environmental awareness and sustainability initiatives are driven by encouraging and facilitating widespread recycling, responsible waste management practices and energy conservation. CNB has made significant progress on the environmental-friendly initiatives discussed in our proxy statement for the 2020 Annual Meeting of Shareholders. For example, even before the COVID-19 pandemic significantly reduced work-related travel, we implemented Corporation-wide measures to improve our travel efficiency. As a result, we have seen a reduction of approximately 80% in automobile travel and nearly a total elimination of air travel. Although the drastically reduced travel levels will necessarily rise once the pandemic subsides and travel resumes, we aim to maintain a travel load at 50% per person of pre-pandemic miles. Virtual tools and interactive technology advancements are not only better for the environment, they are also more efficient by eliminating idle commuting time.

The Corporation has also implemented widespread paper reduction initiatives. Paper purchases in 2020 were 32% less than in 2019 and subscriptions to newspapers and magazines have been reduced dramatically by transitioning to online sources. Our goal is 100% online subscriptions by the end of 2022. We continue to look for opportunities to recycle our waste and to replace items we currently use with recycled products, keeping a focus on the need to choose biodegradable solutions where waste cannot be eliminated. In addition, products made locally are sourced where possible not only to support local businesses, but also to reduce the necessary

transportation to deliver those products to our facilities. Finally, we are focused on reducing energy usage through newer, better equipment in our buildings and sourcing technology solutions that monitor and control usage flow to maximize efficiencies.

As of December 31, 2020, the Corporation had a total of 651 employees, of which 601 were full time and 50 were part time. The Corporation respects, values and invites diversity in our employees, customers and communities. We seek to recognize the unique contribution each individual brings to the Corporation, and we are fully committed to supporting a diverse workplace that understands, accepts and values the similarities and differences between individuals.

The Corporation’s key human capital management objectives are to attract, recruit, hire, develop and promote a deep and diverse bench of talent that translates into a strong and successful workforce. To support these objectives, the Corporation’s Employee Experience programs are designed to develop talent to prepare them for critical roles and leadership positions for the future; reward and support employees through competitive pay and benefit programs; enhance the Corporation’s culture through efforts to foster, promote, and preserve a culture of diversity and inclusion; and evolve and invest in technology, tools, and resources to better support employees at work.

The Corporation’s employees actively participate in their communities through volunteer activities in education, economic development, human and health services, and community reinvestment. During 2020, employees donated 3,800 hours in support of more than 310 organizations. Even through a pandemic, the Corporation’s employees found creative ways to give back to their communities.

Throughout its history, the Corporation has focused on strengthening the communities we serve. We accomplish this by promoting economic development through investments in community-strengthening initiatives, such as affordable housing. As of December 31, 2020, the Corporation’s investment in affordable housing totaled approximately $5.4 million, with an additional investment commitment of $3.6 million.

Board Diversity

The Corporation does not have a specific written policy regarding how diversity is to be considered in the director nomination process; however, the Corporate Governance and Nominating Committee seeks to ensure that there is diversity of thought among directors. Having diversity of thought results in more thorough analysis of each issue and better decisions, which in the long-term results in greater shareholder value. The Board of Directors and Corporate Governance and Nominating Committee believes that diversity of thought stems from many factors including professional experience, life experience, socio-economic background, gender, race, religion, skill set, and geographic representation. The Corporate Governance and Nominating Committee does not assign specific weights to particular factors, and no particular factor is necessarily applicable to all prospective nominees. The Corporation believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge, and abilities that will allow the Board of Directors to fulfill its responsibilities. The diversity of the Board of Directors is evaluated on a continuing basis by assessing whether varying viewpoints are routinely presented, evaluating the individual performance and contributions of each director, and ensuring that varying perspectives are presented on key issues.

COMPENSATION OF DIRECTORS

Director fees are reviewed annually by the ECC for recommendation to the Board. The ECC reviews relevant peer group data similar to that used in the executive compensation review. The ECC believes that appropriate compensation is critical to attracting, retaining and motivating directors who have the qualities necessary to direct this Corporation and who meet the guidelines referred to under Corporate Governance/Nominating Committee. In addition, the ECC annually recommends an equity award of the Corporation’s common stock for directors who have served at least one year on the Board. The equity awards vest immediately.

Stock Ownership Policy

The Board has adopted certain stock ownership guidelines (the “Director Stock Ownership Guidelines”) for directors of the Corporation and CNB Bank because it believes that it is important for the Corporation’s future success that directors own and hold a minimum number of shares of common stock of the Corporation in order to further align their interests and actions with the interests of the Corporation’s shareholders. The Director Stock Ownership Guidelines require directors of the Corporation and CNB Bank to own at all times during the period of their directorship a number of shares of the Corporation’s common stock with a market value equal to 500% or more of the director’s annual retainer for serving on both the CNB Bank and Corporation boards of directors. This ownership threshold must be met within five years of a director joining the board. Compliance with the Director Stock Ownership Guidelines is monitored and reported to the Board by the Corporation’s CEO.

2020 Director Fee Schedule


Meeting/Committee Description	Fee ($)		Frequency
Board Meeting – CNB Bank		600	Monthly
Board Meeting – CNB Financial Corp.		600	Quarterly
Retainer – CNB Bank		1,042	Monthly
Retainer – CNB Financial Corp.		1,042	Monthly
Committee Meeting		500	Committee dependent
Committee Chairs		600	Committee dependent
Retainer – Audit Committee Chair		2,125	Quarterly
Retainer – Executive Compensation Committee Chair		1,250	Quarterly
Retainer – Corporate Governance/Nominating Committee Chair		1,250	Quarterly
Annual Meeting		600	Annual
Director Training		500	Varies
Non-routine Director Work		1,000	Per full day

2020 Non-Employee Director Compensation Table


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		All Other Compensation ($)		Total ($)
Peter F. Smith		121,300		35,000		—		156,300
Julie Young		47,400		0		—		47,400
Robert W. Montler		48,300		35,000		—		83,300
Joel E. Peterson		45,900		35,000		—		80,900
Deborah Dick Pontzer		52,800		35,000		—		87,800
Jeffrey S. Powell		59,500		35,000		—		94,500
Nicholas N. Scott		48,400		35,000		—		83,400
Richard B. Seager		0		35,000		50,400		85,400
Francis X. Straub, III		0		35,000		44,000		79,000
Peter C. Varischetti		34,725		35,000		11,575		81,300

The Corporation has established a deferred compensation plan for its non-employee directors which provides for the deferral of up to 100% of director compensation. All deferred compensation is a general liability of the Corporation and the Bank. Any appreciation or depreciation in each participant’s account value will reflect the performance of the underlying investments. No above-market earnings accrue under this plan. Deferred compensation will serve as a funding source for a Rabbi trust. Investments are expected to closely match the appreciated or depreciated liability. Distributions are received in lump sum or annuity upon normal retirement, death, or disability. Any variance will be adjusted by an expense or gain to the Corporation or Bank. The plan provides tax advantages to the participants and participation in the plan further aligns the interests of participants with those of our shareholders. Accounting treatment for this plan is subject to the ASC Topic 718.

The Corporation has also established a Survivor Benefit Plan for the benefit of non-employee directors. The purpose of the plan is to provide a $100,000 to $150,000 (amount varies by participant) life insurance benefit to designated beneficiaries if a participant dies while serving as a director of the Corporation or, in the case of a non-employee directors who has served as a director of the Corporation for ten or more years (or attain age 70 while serving as a director), following such non-employee director’s termination of service. The plan is considered an unfunded plan for tax and ERISA purposes and all obligations arising under the plan are payable from the general assets of the Corporation. Messrs. Bower and Greslick are ineligible to participate in the plan.

EXECUTIVE OFFICERS

The following table sets forth information regarding our executive officers:


	Age as of
Name	December 31, 2020	Title
Joseph B. Bower, Jr.	57	President and Chief Executive Officer
Tito L. Lima	55	Executive V.P., Chief Financial Officer and Treasurer
Richard L. Greslick, Jr.	44	Senior Executive V.P., Chief Support Officer and Secretary
Mary Ann Conaway	58	Executive V.P., Employee Experience
Joseph E. Dell Jr.	64	Senior Executive V.P. and Chief Commercial Banking Officer
Gregory M. Dixon	43	Executive V.P. and Chief Risk Officer
Martin T. Griffith	58	Executive V.P. Community Banking
Leanne D. Kassab	53	Executive V.P., Customer Experience
Steven R. Shilling	50	Executive V.P., Private Client Solutions

Provided below is biographical information for each of our executive officers, other than Messrs. Bower and Greslick. For information regarding Messrs. Bower and Greslick, see “Election of Directors.”

Tito L. Lima has over 31 years of experience in various areas of banking. Prior to joining the Corporation, he served as Executive Vice President and Chief Financial Officer at NexTier Bank, N.A. from 2015 through June 2019. Prior to joining NexTier Bank, Mr. Lima served as Executive Vice President of Finance for National Penn Bancshares from 2013 to 2015. Mr. Lima graduated from the Robert Morris University with a Bachelor of Science degree in Finance.

Mary Ann Conaway has been with the Corporation since 1982 and has served as the Executive Vice President/Employee Experience since 2014. Ms. Conaway first took a lead role in her field with the promotion in 1992 to Human Resource Officer. In 2011, Ms. Conaway graduated from the Human Resource Management School of the Graduate School of Banking presented by the Central States Conference of Banking Associations and University of Wisconsin-Madison. She has also served as a past member of the Pennsylvania Bankers Association/Professional Development Network State Educational Advisory Committee. Ms. Conaway has served and continues to serve on various boards within the community.

Joseph E. Dell, Jr. has been with the Corporation since 2013 and has served as the Chief Commercial Banking Officer since 2014. Mr. Dell holds a Bachelor’s of Science in Business Administration from Clarion University and a Master’s in Business Administration from Waynesburg University. He is a graduate of the American Bankers Association Stonier Graduate School of Banking. Mr. Dell has over 30 years of experience in commercial banking and credit administration and has previously served in executive and senior leadership roles with FSG Bank, a division of Atlantic Capital, First Commonwealth Bank, and National Bank of the Commonwealth. Mr. Dell has served and continues to serve on various boards within the community.

Gregory M. Dixon has been with the Corporation since 2003 and has served in various capacities, with the most recent being Senior Credit Officer. Mr. Dixon holds a Bachelor’s of Science in Accounting from Indiana University of Pennsylvania. He is a graduate of the American Bankers Association Stonier Graduate School of Banking and a graduate of the Pennsylvania Bankers Association School of Commercial Lending. Mr. Dixon has served and continues to serve on various boards within the community.

Martin T. Griffith has over 30 years of experience in various areas of banking. Prior to joining the Corporation in 2016, he was employed for the prior 16 years with Five Star Bank, serving in roles of SVP/Retail Banking Executive, SVP/Commercial Banking and Regional President. Mr. Griffith graduated from Ithaca College with a B.S. in Business Administration and has a degree from the Graduate School of Banking at the University of Wisconsin.

Leanne D. Kassab joined CNB Bank in 1996 as a Marketing Assistant and served in various roles, including Senior Vice President of Marketing, before transitioning to her current role as Executive Vice President of Customer Experience in 2014. She served as Senior Risk Officer for CNB Financial Corporation’s Enterprise Risk Management (ERM) program from 2013 to 2015. Ms. Kassab graduated from Indiana University of Pennsylvania with a Bachelor of Science in Marketing. She graduated with honors from the American Bankers Association (ABA) School of Bank Marketing and Management and from the Pennsylvania Bankers Association Advanced School of Banking. She was awarded the Certified Financial Marketing Professional (CFMP) designation from the Institute of Certified Bankers (CIB) and serves as an ABA Bank Marketing Conference Advisory Board member and Vice President of the board of directors for Clearfield Arts Studio Theater, Inc. (CAST).

Steven R. Shilling has over 26 years of experience in wealth management and private banking. Prior to joining the corporation, he served as a Senior Vice President in leadership roles with Huntington Wealth Advisors, National City Private Client Services and the Bank of America Private Bank. He graduated summa cum laude with a BA in Economics from Grove City College and received an MBA from the Fuqua School of Business at Duke University.

COMPENSATION DISCUSSION AND ANALYSIS

This discussion and analysis is focused on the Corporation’s NEOs and summarizes the philosophy, strategy and major details of the Corporation’s approach to compensating our NEOs. Our NEOs for the year ending December 31, 2020 are as follows:

•

Joseph B. Bower, Jr. – President and Chief Executive Officer

•

Tito L. Lima – Executive Vice President, Chief Financial Officer and Treasurer

•

Richard L. Greslick, Jr. – Senior Executive Vice President, Chief Support Officer and Secretary

•

Joseph E. Dell, Jr. – Senior Executive Vice President and Chief Commercial Banking Officer

•

Martin T. Griffith – Executive Vice President, Community Banking

Financial Highlights

During the challenging times of 2020, the Corporation continued to execute on its strategies while focusing on its long-term objectives:

•

Delivered 2020 net income of $32.7 million, or $1.97 per diluted common share, compared to $40.1 million, or $2.63 per diluted common share in 2019;

•

Maintained a dividend per common share of $0.68 for the full-year 2020;

•

Increased tangible book value per common share by 6.9%, from $17.45 at December 31, 2019, to $18.66 at December 31, 2020;

•

Expanded its highest growth franchise, BankOnBuffalo, through organic growth and the acquisition of Bank of Akron;

•

Raised $57.8 million in a preferred stock offering, in support of the Corporation’s long-term growth strategy;

•

Prepaid its entire borrowings from the Federal Home Loan Bank of Pittsburgh (“FHLB”), totaling approximately $160 million with a weighted average interest rate of 2.24%;

•

Ended 2020 in a strong liquidity position, primarily driven by 35% growth in deposits;

•

Enhanced efficiency of the Corporation’s operations through the consolidation of three branches;

•

Increased households by 4.4% from year-end 2019 to year-end 2020;

•

Continued to improve technology infrastructure both internally and in the delivery channels;

•

Focused on the Corporation’s responsibilities to its communities through the participation in the Paycheck Protection Program, resulting in approximately $160 million or 1,528 loan relationships at year-end 2020;

•

Further supported customers by deferring loan payments for several of its commercial and consumer loans, totaling approximately $151 million or 4.5% of total loans, at year-end 2020;

•

Focused on the Corporation’s environmental responsibilities by taking steps to reduce carbon footprint at its properties.

Say-on-Pay Results and Shareholder Outreach

At the 2020 Annual Meeting of Shareholders, 9,297,963 shares, or 97.5% of shares cast (excluding broker non-votes and abstentions), approved, on an advisory basis, the compensation paid to the Corporation’s NEOs as disclosed in the Corporation’s proxy statement for that annual meeting. The ECC considered this feedback during 2020 when designing executive pay program and policies. The Corporation currently has an annual say-on-pay vote, as approved by shareholders in 2020, on an advisory basis.

Compensation Philosophy

The ECC defines and oversees our executive compensation philosophy, programs, and pay decisions for our executive officers.

The ECC’s expectation is that our senior management team should drive performance and produce appropriate returns for shareholders. To achieve that goal, our executive compensation is benchmarked, both as to pay and as to performance, and designed with a focus on performance-based pay. We target our executive compensation program to be within a reasonable range of the median pay of financial institutions of similar size, region, and complexity. Our program is designed to provide variable rewards that will reward for performance.

Compensation Objectives

The primary objectives of the executive compensation program are to:

•

Attract, retain, and motivate key executives to produce above average operating and shareholder results for the Corporation;

•

Align the financial interest of the NEOs and shareholders through incentive-based compensation; and

•

Provide a total compensation program that recognizes individual contributions as well as overall business results.

The following table illustrates how we designed our executive compensation program to reflect these compensation objectives:


Key Objectives		How our Compensation Program Supports this Objective
Attract, retain, and motivate key executives to drive shareholder results for the Corporation		• Provide competitive total compensation opportunities that target pay within a reasonable range of median (for meeting performance targets) with the ability to pay above market for driving superior results (or below market for sub-par performance) • Long-term incentive awards align executives with shareholder interests and provide retention through multi-year vesting

Align the financial interest of the NEOs and shareholders through incentive-based compensation		• Provide incentives that are tied to our business plans and motivate performance that drives shareholder value • Require all NEOs to have minimum stock ownership requirements • Implemented a performance-based component to the long-term incentive program all NEOs in 2018 that is based on a 3-year measurement of earnings per share (EPS) growth and return on average equity (ROE) in relation to the SNL US Bank $1 - $5 billion index (relative performance)

Provide a total compensation program that recognizes individual contributions as well as overall business results		• Each NEO annual incentive plan correlates to elements of growth, profitability, and asset quality that each NEO can control through day-to-day business decision and execution of strategic plans

Key Objectives

How our Compensation Program Supports this Objective

• All annual NEO incentive plans include common components for: (1) Return on average equity; (2) Deposit growth; and (3) Growth in households served in relation to the Corporation’s budgeted household growth (absolute performance).

• All annual NEO incentive plans also include a formula for the reduction of the incentive paid if CNB Bank only net loan chargeoffs as a percentage of average loans exceed 20 basis points.

Compensation Elements

Our executive compensation program is designed to be simple, straightforward and fair, and consists of the following elements:

•

Base salary;

•

Annual incentives;

•

Long-term incentives (stock); and

•

Benefits

Target Pay and Mix for Compensation Elements

The ECC reviews both total compensation and each element of compensation when making pay decisions and recommendations to our Board. We target compensation to be within a reasonable range of the median, with actual compensation varying above or below targets based on individual and Corporation performance.

In allocating compensation among these elements, our program is designed to provide a balance of:

•

Fixed and variable / performance-based compensation;

•

Cash and equity compensation;

•

Short-term (annual) and long-term (multi-year) performance;

•

Performance of corporate strategic goals, shareholder value, and individual contributions; and

•

Absolute performance (our own goals) and relative performance (compared to industry)

This balanced approach helps to mitigate the influence of any one element of compensation which might be considered to drive excessive risk taking.

Compensation Highlights

Summarized below are highlights with respect to our executive compensation program in 2020:

•

Measured absolute performance in our annual bonuses using a team-based approach with one common formula for all NEOs;

•

Continued to provide a significant portion of executive compensation in incentive-based pay (ensuring a pay-for-performance alignment);

•

Made stock-based grants to motivate long-term performance and align the executives with shareholder interests;

•

Continued to expand performance-based long-term incentive program for all officers;

•

With the assistance of an independent consultant, examined the competitiveness of our executive compensation program to confirm that it meets our objectives of attracting, retaining and motivating executives;

•

Continued to use a clawback policy;

•

Continued to require executives to meet stock ownership guidelines; and

•

Ensure incentive programs retain a risk mitigation feature for net loan chargeoffs.

Compensation Determination Process

The Role of the ECC

The ECC is composed of six non-employee, independent directors (as defined by the NASDAQ independence standards) selected from the Board of the Corporation.

The ECC has overall responsibility for reviewing, establishing, and administering the policies that govern our executive compensation program. It determines the compensation of the NEOs and makes a recommendation to the entire Board. In discharging these responsibilities, the ECC seeks to maintain a position of “equity” with respect to balancing the interests of our shareholders with those of our NEOs.

The ECC has a charter, a copy of which is available on the Corporation’s website at www.cnbbank.bank. The ECC meets regularly regarding compensation issues, participates in executive session (without management), and receives input from its independent compensation consultant.

The Role of the Compensation Consultant

The ECC has the sole authority to retain and terminate a compensation consultant and to approve the consultant’s fees and all other terms of the engagement. The ECC has direct access to outside advisors and consultants throughout the year.

During 2020, the ECC engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm that specializes in executive and board compensation matters. Meridian worked with the ECC to conduct executive and board compensation benchmarking, review market trends and best practices and expand the performance-based long-term incentive plan to all executives. Meridian reported directly to the ECC and carried out its responsibilities as assigned by the ECC. After careful review, the ECC determined that Meridian satisfies the NASDAQ independence standards and identified no conflicts of interest.

The Role of Management

At the request of the ECC, NEOs may be present at ECC meetings for discussion purposes. None of the NEOs, however, may be present during any deliberations or votes concerning their respective compensation. The NEOs are not involved in the decisions made by the ECC, nor do they have a vote on any matters brought before the ECC.

The ECC solicits the recommendations of the CEO regarding the performance and compensation of the other NEOs. Ultimately, however, the ECC determines each NEO’s compensation. To determine the remuneration of the CEO, the ECC considers feedback from the CEO, as well as input from Meridian on an as-requested basis.

Competitive Benchmarking

On an annual basis, the ECC reviews competitive market data and conducts a comprehensive compensation assessment. To assist in making compensation decisions, the ECC engaged Meridian in 2019 to conduct a

comprehensive competitive analysis to assess the competitiveness of the total compensation program as a reference for setting its 2020 compensation program, to develop the NEO long-term incentive program and to assess the historical pay for performance relationship. The purpose of the review was to provide an independent and objective analysis of all elements of compensation (individually and in the aggregate) relative to market and peer group practices. An assessment of the pay mix and the pay for performance relationship were also presented to the ECC.

In developing a market composite for its compensation review, Meridian used data from the (1) public company proxy peer group and (2) published compensation surveys. Meridian developed the peer group using objective parameters that reflect financial corporations of similar size, geographic region and business model (factors that influence NEO compensation in the banking industry). Meridian excluded financial corporations in large metropolitan areas as they are not similar to the Corporation. The ECC approved the peer group. The peer group is reviewed and updated as appropriate, since the comparable financial corporations may change depending on acquisitions and the business focus of the Corporation or our peer institutions. Overall, the goal is to have 15 to 25 comparative financial corporations that approximate our asset size and region and provide a market perspective for NEO total compensation.

The following fifteen financial corporations comprise the peer group:


Company Name	Assets ($000) 2019Y
Company Name	Assets ($000) 2019Y
Tompkins Financial Corporation	$	6,725,623
Lakeland Bancorp, Inc.	$	6,711,236
Univest Financial Corporation	$	5,380,924
City Holding Company	$	5,018,756
Financial Institutions, Inc.	$	4,384,178
Peoples Bancorp Inc.	$	4,354,165
Carter Bankshares, Inc.	$	4,006,108
Republic First Bancorp, Inc.	$	3,341,290
Arrow Financial Corporation	$	3,184,275
United Community Financial Corp.	$	2,868,313
Southern National Bancorp of Virginia, Inc.	$	2,722,170
Peoples Financial Services Corp.	$	2,475,327
Farmers National Banc Corp.	$	2,449,158
Howard Bancorp, Inc.	$	2,374,619
Civista Bancshares, Inc.	$	2,309,557

2020 Compensation Program and Pay Decisions

The Corporation’s compensation program consists of four elements: base salary, annual incentives, long-term/stock-based compensation, and benefits. The following section summarizes the role of each element, how decisions are made and the resulting 2020 decision process as it relates to our NEOs.

Base Salary

The Corporation believes that a competitive base salary is essential to hire and retain our NEOs. To that end, the Corporation aims to provide competitive fixed pay related to the role and contribution of the NEO.

The ECC uses the benchmark data provided by Meridian as a reference when setting the base salary of each NEO. The ECC targets a range around the median but considers each NEO’s specific role, experience, contribution and performance in determining base salaries.

In December of each year, the ECC reviews and sets each NEO’s base salary to reflect competitive market conditions, individual experience, expertise and performance. The ECC considers input from the CEO when setting the base salaries of the other NEOs, but is solely responsible for determining the CEO’s base salary.

In December 2019, the ECC reviewed the NEOs’ base salaries against the market range for each position and the relative salaries of the executive team, as well as competitive market data, individual performance and contributions. Salary adjustments for 2020 were made for the NEOs in December 2019, to ensure compensation for the NEOs continues to be in line with market practice and recognize executive performance and contribution. The 2020 salary adjustments were as follows:


NEO	Title	2019 Salary		% Increase			2020 Salary
Joseph B. Bower, Jr.	President & Chief Executive Officer	$	590,000		6	%	$	623,000
Tito L. Lima	Executive V.P. & Chief Financial Officer and Treasurer	$	250,000		5	%	$	262,000
Richard L. Greslick, Jr.	Senior Executive V.P. & Chief Support Officer and Secretary	$	305,000		5	%	$	320,000
Joseph E. Dell, Jr.	Senior Executive V.P. & Chief Commercial Banking Officer	$	288,000		3	%	$	297,000
Martin T. Griffith	Executive V.P. Community Banking	$	234,500		10	%	$	257,500

Annual Incentives

The primary objective of our annual incentive program is to motivate and reward key members of management for achieving specific corporate, department, and individual goals that support our strategic plan. Through our 2020 NEO Incentive Plan, we offer a select group of key executives, including the NEOs, whose efforts largely determine the achievement of corporate goals and objectives, an annual cash incentive opportunity. For each NEO, there are also team-based objectives that are measured using absolute metrics.

Each NEO has a target opportunity based on his position at the Corporation and competitive market data provided by Meridian. Actual payouts can range from zero if performance does not result in any goals being achieved to 150% if stretch goals are achieved for all metrics. A NEO receives a 50% payout for achieving threshold performance and a 100% payout for achieving target goals, with interpolation among the performance categories once the threshold has been met.


NEO	Title	Incentive Target (% of Base Salary)			Incentive Target ($)
Joseph B. Bower, Jr.	President & Chief Executive Officer		40	%	$	250,000
Tito L. Lima	Executive V.P. & Chief Financial Officer and Treasurer		35	%	$	92,000
Richard L. Greslick, Jr.	Senior Executive V.P. & Chief Support Officer and Secretary		35	%	$	112,000
Joseph E. Dell, Jr.	Senior Executive V.P. & Chief Commercial Banking Officer		35	%	$	104,000
Martin T. Griffith	Executive V.P. Community Banking		30	%	$	77,250

The performance measures and goals are selected and approved by the ECC at the beginning of each year. For 2020, the ECC selected Return on Equity (“ROE”), deposit growth and growth in households as key indicators of

our performance and execution of our strategic plan. Actual performance is assessed and payouts determined in February 2021. The table below summarizes the performance measures, goals and actual performance achieved. As a result of its performance in 2020, the Corporation’s overall payout was 96.5% of target.


Performance Measure				Performance Goal									2020 Actual Performance
Performance Measure	Weight			Threshold			Target			Stretch			Performance			Performance Factor
ROE to budget		30	%		12.42	%		12.92	%		13.50	%		11.67	%		0.0	%
Deposit growth		25	%	$	490 million		$	648 million		$	776 million		$	1,079 billion			150.0	%
Efficiency Ratio		25	%		61.22	%		59.72	%		59.00	%		57.87	%		150.0	%
Bank of Akron Household Retention		20	%		91.00	%		95.00	%		97.00	%		95.30	%		107.5	%
TOTAL		100	%														96.5	%

The ECC considers asset quality as a potential negative adjustment to the incentive awards. Payouts were subject to a reduction in incentives earned if the Corporation’s ratio of net chargeoffs to average loans (excluding the Corporation’s Holiday Financial Subsidiary) exceeds the following thresholds:


CNB Bank net chargeoffs / Average CNB Bank loans		Incentive percentage forfeited
0.20%		25%
0.25%		50%
0.30%		75%
0.34%		100%

During the year ended December 31, 2020, the Corporation’s ratio of net chargeoffs to average loans was (excluding the Corporation’s Holiday Financial subsidiary) 0.17%. As a result, no incentive reductions for the NEOs were required under the 2020 NEO Incentive Plan.

The following table summarizes the payouts awarded to the NEOs for 2020:


NEO	Title	Calculated Incentive Payout		Calculated Incentive Payout as % of Target			Actual Incentive Payout		Actual Incentive Payout %
Joseph B. Bower, Jr.	President & Chief Executive Officer	$	241,250		96.5	%	$	120,625		48.3	%
Tito L. Lima	Executive V.P. & Chief Financial Officer and Treasurer	$	88,780		96.5	%	$	44,390		48.3	%
Richard L. Greslick, Jr.	Senior Executive V.P. & Chief Support Officer and Secretary	$	108,080		96.5	%	$	54,040		48.3	%
Joseph E. Dell, Jr.	Senior Executive V.P. & Chief Commercial Banking Officer	$	100,360		96.5	%	$	50,018		48.3	%
Martin T. Griffith	Executive V.P. Community Banking	$	60,410		78.2	%	$	35,261		15.0	%

(1)

Based on the Company’s actual performance for 2020, the Performance Factor for the NEOs was calculated at 96.5%. However, the Board also considered the macro-economic events resultant from the COVID-19

pandemic and their impact on the Company’s financial performance, and made a decision to reduce the Calculated Incentive Payout amounts by 50%. This decision was made to maintain a strong shareholder alliance and focus on performance.

Long-Term Incentives

We believe that our NEOs should be invested in the Corporation and share the risks and rewards of all shareholders. The purpose of the Corporation’s stock-based component of the executive compensation program is to align NEOs with the long-term interests of the Corporation and shareholders, encourage stock ownership and enhance our ability to retain top performers.

The 2020 Long-Term Incentive Program (“LTIP”) consists of a combination of performance units and time-based restricted stock. We believe it is important for a LTIP to include a time-based as well as performance-based component, to balance performance orientation of the performance shares with the retention orientation of time-based shares, while providing the entire long-term incentive mix in equity and ensuring alignment with shareholders. Each NEO has a target long-term incentive opportunity that is defined as a percentage of base salary and that is positioned to be conservatively competitive with the market median of the compensation market data provided by Meridian. The CEO received 60% performance shares and 40% time-based restricted stock while all other NEOs received their respective shares as a 50% / 50% mix.

Time-based awards vest incrementally over three years (e.g. 1/3 per year) while performance units cliff vest at the end of the three-year performance period based on the Corporation’s performance of EPS Growth and Return on Average Equity as compared to the SNL US Bank $1 billion - $5 billion Index. The metrics were selected to reflect performance goals that are aligned with long-term shareholder value. The metrics are weighted equally with payouts ranging from 0% to 150% of target dependent on the Corporation’s ranking at the end of the three-year period (see below table for payout range). Performance between threshold, target and stretch will be interpolated. The payout will vest three years following the date of issuance after an assessment of relative performance is determined.


Measure	Weight			Threshold	Target	Stretch
Relative EPS Growth		50	%	35^th percentile	50^th percentile	75^th percentile or greater
Relative Return on Average Equity		50	%	35^th percentile	50th percentile	75^th percentile or greater
Payout Range (% of Target)		100	%	50%	100%	150%

Decisions regarding the size of stock-based awards are made by the ECC after careful consideration of corporate and individual performance, market data, retention considerations, impact on dilution, and existing equity holdings of each NEO. We will not time or select the grant dates of any stock-based awards in coordination with our release of material non-public information, nor will we have any program, plan or practice to do so. We believe that the strategy described above both aligns the interests of the NEOs and our shareholders and facilitates the retention of our NEOs.

The long-term incentive grants awarded to NEOs in February 2020 are summarized below.


NEO	Restricted Stock Award – Time Based # of Shares		Restricted Stock Award – Performance Based # of Shares⁽¹⁾		Total LTI Grant Value Total Value (2)		% of Base Salary
Joseph B. Bower, Jr.		3,613		5,419	$	267,000		43	%
Tito L. Lima		508		508	$	30,000		11	%
Richard L. Greslick, Jr.		1,692		1,692	$	100,000		31	%
Joseph E. Dell, Jr.		931		931	$	55,000		19	%
Martin T. Griffith		846		846	$	50,000		19	%

(1)	Number of shares at the Target measurement, which assumes a 100% payout range.

(2)	Total award value computed using the closing price on the date of the award multiplied by the number of shares awarded at the target measurement.

Long-term incentive grant values are determined based on a market range that is provided by Meridian, with adjustments made based on the Corporation’s performance and the individual NEO’s performance, role, contributions and long-term potential.

Benefits

The Corporation maintains a 401(k) Savings Plan to help retain employees and provide for their retirement. Further information is provided under “Retirement Plan.”

We believe that the Corporation’s non-qualified deferred compensation plans are an important element in retaining NEOs, as well as helping to provide for retirement. For that reason, we provide:

•

The Supplemental Executive Retirement Plan (“SERP”) – Certain NEOs participate in a SERP, which is designed to attract and retain qualified and experienced executive officers. Each SERP is embodied in an agreement between the Bank and the respective NEO. The narrative that follows the “Pension Benefits” table below contains a detailed description of the SERP.

•

The Executive Deferred Compensation Plan – NEOs can participate in this plan, which allows them to defer up to 75% of base compensation and 100% of annual incentive compensation until a date in the future, typically upon termination of employment. If 100% of incentive compensation is deferred, the executive is responsible for payment of applicable payroll taxes. At the election of the plan participant, all or a portion of the deferrals can be “deemed” to be invested in Corporation common stock, and the proportionate value of a participant’s account generally tracks the performance of the Corporation’s common stock. The Corporation provides no inducement (match or discretionary contribution) for NEOs who participate but believes that having this “phantom stock” option available helps align the interest of participants with that of shareholders by focusing on the Corporation’s long-term performance.

The Corporation provides certain NEOs with perquisites that the ECC believes are reasonable and consistent with its overall compensation philosophy and consistent with standards that are customary in the financial services industry. Specifically, the Corporation provides each of Messrs. Bower, Lima, Greslick, Dell, and Griffith the use of a vehicle as well as payment of club dues, both of which are included in taxable income. The ECC believes that these perquisites assist the NEOs in the performance of their respective job duties by providing greater opportunities to develop and expand business contacts.

The ECC believes that the Corporation’s continued success depends, to a significant degree, on the skills and competence of certain members of our executive management team. The Corporation and the Bank have entered into executive employment contracts with Messrs. Bower, Lima, Greslick, Dell and Griffith (collectively, the “Employment Contracts”). These Employment Contracts are intended to ensure that the Corporation and the Bank will continue to maintain and retain experienced executive management.

The Corporation, the Bank and Mr. Bower entered into a new Employment Contract on October 24, 2019, with the initial term expiring on December 31, 2022. Thereafter, Mr. Bower’s Employment Contract renews automatically for successive 12-month periods unless terminated by either party upon 120 days’ written notice. The Employment Contracts for Messrs. Lima, Greslick, Dell and Griffith shall automatically renew for successive terms of one year unless either party gives the other party ninety days written notice of intent not to renew the contract prior to the end of the then-current term.

The Employment Contracts provide for a base salary to be established annually by the Board and for annual increases, stock, stock options/rights and bonuses as may from time to time be awarded by the Board. Each Employment Contract contains a covenant not to compete against the Corporation and the Bank, their parent, affiliates or subsidiaries during the term of employment and thereafter until the earlier of (i) the third anniversary of the executive’s termination of employment or (ii) the date of a change in control of the Corporation or the Bank. In addition, each Employment Contract contains a covenant to protect the Corporation’s and the Bank’s confidential information.

The Employment Contracts also provide for severance payments in the event a NEO is terminated without cause, regardless of whether such termination is in connection with a change of control, or voluntarily terminates employment under certain specific circumstances following a change of control. Such circumstances include a reduction in title or responsibilities, assignment of duties or responsibilities inconsistent with current responsibilities, a reduction in salary or other benefits, and reassignment to a location greater than 25 miles from the current location. Following such a termination of employment, Messrs. Bower and Greslick will be entitled to receive a lump sum cash payment equal to 2.99 times his base salary for the year in which his employment ends and Messrs. Lima, Dell and Griffith will be entitled to receive a lump sum cash payment equal to 2.50 times his base salary for the year in which his employment ends. Messrs. Bower and Greslick will be entitled to receive a payment in the amount of 2.99 times the average incentive bonus paid over the preceding three-year period. Messrs. Lima, Dell and Griffith will be entitled to receive a payment in the amount of 2.50 times the average incentive bonus paid over the preceding three-year period. The potential payments that would have occurred assuming a change of control event at December 31, 2020 were $2,595,526 for Mr. Bower, $804,913 for Mr. Lima, $1,302,378 for Mr. Greslick, $990,081 for Mr. Dell and $841,868 for Mr. Griffith.

Cash and benefits paid to a NEO under the Employment Contracts together with payments under other benefit plans following a change of control may constitute an “excess parachute” payment under Section 280G of the Code, resulting in the imposition of a 20% excise tax on the recipient and the denial of the deduction for such excess amounts to the Corporation or the Bank. If amounts payable to the NEO would be excess parachute payments, then the NEO’s severance benefits will be reduced to that amount that would result in no portion being an excess parachute payment unless payment of the full severance amount would result in the executive receiving an amount equal to or greater than 110% of the reduced amount on an after-tax basis. The Employment Contracts do not provide for tax indemnity for any such potential excise taxes that may be due by the NEOs.

Impact of Accounting and Tax

The ECC and our executive management team consider the accounting and tax (individual and corporate) consequences of the compensation plans prior to making changes to the plans.

Section 162(m) of the Internal Revenue Code prohibits publicly held companies from deducting annual compensation in excess of $1,000,000, for U.S. federal income tax purposes, paid to the CEO and all other NEOs in any one fiscal year. While the ECC recognizes the importance of tax deductibility and endeavors to formulate its compensation program in a tax-effective manner, it also believes it is critical to balance tax deductibility with ensuring that the Corporation’s programs are designed appropriately to recognize and reward executive performance, such that at times current tax deductibility limits may be exceeded.

The ECC has considered the impact of the Financial Accounting Standards Board ASC Topic 718 (formerly known as FASB Statement 123R) on the Corporation’s equity incentives as a key retention tool.

Stock Ownership Policy

In 2014, the Board adopted certain stock ownership guidelines (the “Executive Stock Ownership Guidelines”) for executive officers of the Corporation and CNB Bank and our regional bank presidents because the Board believes that it is important for the Corporation’s future success that senior management own and hold a minimum number of shares of common stock of the Corporation in order to further align their interests and actions with the interests of the Corporation’s shareholders. The Executive Stock Ownership Guidelines require Mr. Bower, in his capacity as CEO, to own at all times during the period of his employment a number of shares of the Corporation’s common stock with a market value equal to 300% or more of his then-base salary. All other executive officers of the Corporation and CNB Bank and our regional bank presidents are required to own at all times during the period of their employment a number of shares of the Corporation’s common stock with a market value equal to 150% or more of the executive’s then-base salary. The Executive Stock Ownership Guidelines provide that until a person subject to the Executive Stock Ownership Guidelines achieves full compliance with such guidelines, the person may not dispose of any shares of restricted common stock that vest, other than for tax purposes. The Executive Stock Ownership Guidelines are administered and enforced by the ECC, and compliance is monitored and reported to the ECC by the Corporation’s CEO.

Hedging Policy

All directors and employees of the Corporation are prohibited from engaging in any speculative transaction designed to hedge or offset any decrease in the market value of the Corporation’s securities, including hedging and/or pledging of the Corporation’s common stock. Effective August 11, 2015, the Corporation also prohibited any pledging of the Corporation’s securities in a margin account and restricted all other pledging of the Corporation’s securities by requiring directors and employees to obtain prior approval of the CSO before entering into any such agreement. Corporation securities that were pledged as of August 11, 2015 as collateral for a loan are grandfathered and may continue to be pledged until released pursuant to the terms of relevant agreements.

Clawback/Recoupment Policy

The Board adopted a clawback policy on the recoupment of incentive compensation. The policy provides that the ECC may, in its sole discretion, subject to the terms of the policy and to the extent legally permitted, require the return, repayment, or forfeiture of any annual or long-term incentive compensation payment or award made or granted to any current or former executive officer during the three-year period preceding a triggering event. A triggering event is defined as restatement of previously reported financial statements due to the material noncompliance with any financial reporting requirement under the securities laws or misconduct by an executive officer.

Reducing the Possibility of Excessive Risk-Taking

The ECC has determined that the risks arising from the compensation policies and practices for employees of the Corporation are not reasonably likely to have a material adverse effect on the Corporation as a whole.

Several features of the Corporation’s cash and stock-based incentive program reduce the likelihood of excessive risk-taking:

•

The program design provides a balanced mix of cash and equity, annual and long-term incentives.

•

We set performance goals that we believe are reasonable in light of past performance and market conditions.

•

We include both absolute performance goals and relative performance goals in our annual bonus program in order to appropriately balance risk/reward when developing strategic goals.

•

Our annual bonus program limits individual payout amounts to 150% of the target payout amounts.

•

Equity grants typically vest over a three-year period to encourage our NEOs to maintain a long-term perspective.

•

The program includes a clawback feature for the recoupment of any cash and/or equity annual or long-term incentive compensation payment.

•

Our NEOs are subject to certain stock ownership guidelines, as discussed above, which we believe align our NEOs’ interests with the interests of our shareholders.

•

We use restricted stock because restricted stock retains value even in a depressed market and NEOs will be less likely to take unreasonable risks to get, or keep, options “in-the-money.”

•

The ECC has downward discretion over incentive program payouts.

•

For compensation benchmarking purposes, we employ an appropriate peer group derived from a standardized process.

•

We retain an independent compensation consultant who keeps the Committee aware of market trends and best practices.

COMPENSATION COMMITTEE REPORT

The ECC met with management to review and discuss the Compensation Discussion and Analysis disclosures in this Proxy Statement. Based on such review and discussion, the ECC recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Corporation’s Annual Report on Form 10-K for the fiscal year ending December 31, 2020, and the Corporation’s Board has approved that recommendation.

Submitted by the Executive Compensation Committee:

Richard B. Seager, Chairperson Peter F. Smith Robert W. Montler Deborah Dick Pontzer

Jeffrey S. Powell Julie Young Nicholas N. Scott

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

The following table shows, for the years 2020, 2019, and 2018, the cash compensation paid by the Corporation and its subsidiaries, as well as certain other compensation paid or accrued for those years, to the principal executive officer, the principal financial officer and the next three highest paid executive officers.


Name and Principal Position	Year		Salary ($)		Restricted Stock Awards ($) (1)			Non-Equity Incentive Plan Compensation ($) (2)		Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) (3)		All Other Compensation ($) (4) (5)		Total ($)
Joseph B. Bower, Jr., President and Chief Executive Officer of CNB Financial Corp. and CNB Bank		2020 2019 2018		623,000 590,000 572,000		347,079 252,700 269,200	(6)		120,625 265,715 285,867		467,045 408,830 428,235		50,671 47,583 47,211		1,608,420 1,664,645 1,602,513
Tito L. Lima Principal Financial Officer and Treasurer of CNB Financial Corp.; Executive Vice President and Chief Financial Officer of CNB Bank		2020 2019		262,000 125,000		37,504 —			44,390 49,540		— —		53,840 368		397,734 174,908
Richard L. Greslick, Jr. Secretary of CNB Financial Corp.; Senior Executive Vice President and Chief Support Officer of CNB Bank		2020 2019 2018		320,000 305,000 283,000		125,002 99,993 81,245	(6)		54,040 120,472 142,222		69,204 61,932 58,253		49,808 48,227 48,246		618,054 635,624 612,966
Joseph E. Dell, Jr. Senior Executive Vice President and Chief Commercial Banking Officer of CNB Bank		2020 2019 2018		297,000 288,000 270,000		68,764 68,734 63,262	(6)		50,180 113,717 115,200		— — —		45,487 45,392 44,168		461,431 515,843 492,630
Martin T. Griffith Executive Vice President Community Banking and President of BankOnBuffalo		2020		257,500		62,482			35,261		—		51,226		406,469

(1)

Reflects shares of restricted stock awarded under the 2009 Stock Incentive Plan valued at the dollar amount recognized for financial reporting purposes in accordance with ASC Topic 718. The shares of restricted stock that remain subject to forfeiture entitle the NEO to all of the rights of a shareholder generally, including the right to vote the shares and receive any dividends that may be paid thereon. The shares of restricted stock awarded vest equally over a four-year period. The shares continue to be subject to risk of forfeiture, which will lapse upon vesting. Accelerated vesting will occur and restrictions will lapse in the event that certain change in control events or normal retirements occur.

(2)	Amount represents cash payments made under the Corporation’s Non-Equity Incentive Plan.

(3)	The Change in Pension Value reflects the change in value of the Corporation’s non-qualified supplemental executive retirement plan.

(4)	Amounts stated in this column for 2020 include:


	Profit Sharing Contribution ($)		401(k) Match Contribution ($)		Life Insurance Premiums ($)		Auto Benefits ($)		Club Dues ($)		Total ($)
Joseph B. Bower, Jr.,		25,496		11,400		1,807		8,013		3,955		50,671
Tito L. Lima		25,496		11,400		391		13,763		2,790		53,840
Richard L. Greslick, Jr.		25,496		11,400		382		8,971		3,560		49,808
Joseph E. Dell, Jr.		25,496		11,400		1,329		7,262		—		45,487
Martin T. Griffith		25,496		11,400		895		1,180		12,255		51,226

(5)	It is the policy of the Corporation to pay dues to certain service and social organizations for the executive officers. The incremental cost of these dues was minimal and the aggregate amount of such compensation did not exceed $10,000 for any named executive officer for any of the years shown.

(6)

In 2020, all NEOs received performance-based restricted stock awards. The amount reported for the value of the awards is based on the aggregate compensation cost to be recognized over the three-year service period based on the most probable outcome. Using performance data available as of December 31, 2020, the amount reported above represents the value of the award at the grant date assuming that the highest level of performance conditions would be achieved.

Stock Incentive Plan

The CNB Financial Corporation 2019 Omnibus Incentive Plan (the “2019 Incentive Plan”) was initially adopted by the Corporation’s Board and subsequently approved by the Corporation’s shareholders at its annual meeting held in 2019. Certain full or part-time employees of the Corporation, any parent, subsidiary or affiliate thereof, or persons who serve the Corporation or an affiliate as a director, are eligible to receive awards under the 2019 Incentive Plan. Awards may be granted in the form of options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, unrestricted stock, dividend equivalent rights, other equity-based awards and cash bonus awards. The 2019 Incentive Plan provides that the exercise price of each option will be determined by the ECC, provided that the per share exercise price will be equal to or greater than 100% of the fair market value of a share of our common stock on the grant date. Generally, the term of an option will not exceed ten years from the grant date. For this purpose, fair market value is determined by reference to the closing price of the common stock on the date of grant or, if the grant date is not a trading day, the trading day immediately preceding the grant date.

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued under the 2019 Incentive Plan as of December 31, 2020.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
Equity compensation plans approved by shareholders		—		—		457,448
Equity compensation plans not approved by shareholders		—		—		—
Total		—		—		457,448

Grants of Plan-Based Awards in 2020


			Estimated Future Payouts under Non-Equity Incentive Plan Awards						Estimated Future Payouts under Equity Incentive Plan Awards						All Other Share Awards: Number of Shares or Share Units(1)		Grant Date Fair Value of Shares
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		(#)		($)(2)
Joseph B. Bower, Jr.		1/31/20		125,000		250,000		375,000		2,710		5,419		8,129		3,613		266,986
Tito L. Lima				46,000		92,000		138,000		254		508		761		508		30,003
Richard L. Greslick, Jr.		1/31/20		56,000		112,000		168,000		846		1,692		2,537		1,692		100,001
Joseph E. Dell, Jr.		1/31/20		52,000		104,000		156,000		465		931		1,396		931		55,011
Martin T. Griffith		1/31/20		38,625		77,250		115,875		423		846		1,268		846		49,986

(1)	Time-based awards vest ratably over a three-year period.

(2)	Fair value of stock award computed in accordance with ASC Topic 718.

Outstanding Equity Awards at 2020 Fiscal Year-End


Name	Number of Time-Based Shares That Have Not Vested			Market Value of Shares That Have Not Vested ($) (1)		Equity Incentive Plan Awards; Number of Unearned Shares, Units, or Other Rights that have not vested (#)			Equity Incentive Awards; Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($) (1)
Joseph B. Bower, Jr.		1,030 2,480 3,613	(4) (5) (11)		21,929 52,799 76,921		4,636 5,580 5,419	(7) (9) (10)		98,700 118,798 115,371
Tito L. Lima		750 508	(2)		15,968 10,815		508			10,815
Richard L. Greslick, Jr.		482 402 1,055 1,692	(3) (8) (5) (11)		10,267 8,559 22,461 36,023		1,207 1,583 1,692	(7) (9) (10)		39,445 51,732 36,023
Joseph E. Dell, Jr.		447 313 725 931	(3) (8) (5) (11)		9,517 6,664 15,435 19,821		940 1,088 931	(7) (9) (10)		20,013 23,164 19,821
Martin T. Griffith		846	(11)		18,011		846			18,011

(1)	The amount shown represents the number of awards that have not vested multiplied by the closing price of the Corporation’s common stock on December 31, 2020, which was $21.29

(2)	Stock awards vest 25% on each of the anniversary of the grant date, which was October 2019

(3)	Stock awards vest 33% on each anniversary of the grant date, which was February 14, 2017.

(4)	Stock awards vest 33% annually on January 31 following the grant date, which was February 13, 2018.

(5)	Stock awards vest 33% annually on January 31 following the grant date, which was January 31, 2019.

(6)	The number of shares reported represents the target number of performance shares awarded on February 14, 2017.

(7)	The number of shares reported represents the target number of performance shares awarded on February 14, 2018, as disclosed in “Grants of Plan-Based Awards in 2020” table.

(8)	Stock awards vest 25% annually on January 31 following the grant date, which was February 13, 2018.

(9)	The number of shares reported represents the target number of performance shares awarded on January 31, 2019.

(10)	The number of shares reported represents the target number of performance shares awarded on January 31, 2020.

(11)	Stock awards vest 33% annually on January 31 following the grand date, which was January 31, 2020.

The following table sets forth information concerning the vesting in 2020 of time-based restricted stock awards granted to the NEOs.


Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (1)
Joseph B. Bower, Jr.		4,297		127,019
Tito L. Lima		250		7,390
Richard L. Greslick, Jr.		2,062		60,953
Joseph E. Dell, Jr.		1,800		53,208
Martin T, Griffith		723		21,372

(1)	Value realized calculated by multiplying the number of shares vesting by the closing price of the Corporation’s common stock on the applicable vesting dates.

Pension Benefits

Name

Plan Name

Number of
Years Credited
Service

Present Value of
Accumulated Benefit ($)

Joseph B. Bower, Jr.

SERP

(1)

5,517,725

Tito L. Lima

N/A

—

Richard L. Greslick, Jr.

SERP

(1)

1,534,833

Joseph E. Dell, Jr.

N/A

—

Martin T. Griffith

N/A

(1)	The SERP is described below. This plan is offset by tax-free earnings from Bank-owned life insurance.

Retirement Plan

The Corporation maintains the CNB Bank Employee’s Savings and Profit Sharing Plan and Trust (the “Plan”). The Plan permits eligible employees to make pre-tax and Roth contributions up to 70% of salary. Employees 21 years of age or over with a minimum of one-year with 1,000 hours service are eligible for matching contributions by the Corporation at 100% of elective contributions not to exceed 3% of plan salary plus 50% of elective contributions that exceed 3% of plan salary but do not exceed 5% of plan salary. A profit sharing discretionary non-contributory pension plan component is in place for employees 21 years of age or over with a minimum of one-year with 1,000 hours service and allows employer contributions in an amount equal to a percentage of eligible compensation plus 5.7% of the compensation for all employees in excess of $137,700, subject to a $285,000 salary limit. The Corporation’s total contributions to the Plan for all employees were approximately $1,278,662 for the 401(k) savings plan component and $2,223,303 for the profit sharing non-contributory pension plan component.

Supplemental Executive Retirement Plan

The Internal Revenue Code places certain limitations on pension benefits that may be paid from the trusts of tax-qualified plans. Because of these limitations and in order to provide certain executives with adequate retirement income, the Bank has entered into SERP agreements that provide retirement benefits to certain executives in the manner discussed below.

The Bank has entered into agreements with Messrs. Bower and Greslick to provide each executive with an annual supplemental retirement benefit at age 65 equal to a percentage of the executive’s final average compensation (i.e., average annual base salary for prior three years plus average annual bonus for prior five years) paid for twenty years reduced, as applicable, by amounts attributable to Social Security, the annual benefit that could be provided by contributions by the Corporation and the Bank (other than the executive’s elective deferrals) to the Plan and the earnings on those amounts, calculated on an actuarial equivalent basis. The annual supplemental retirement benefit percentage at age 65 is 75% for Messrs. Bower and Greslick.

Reduced amounts will be payable under each SERP in the event the executive takes early retirement after age 55. Reduced amounts will also be paid in twenty equal annual installments to a designated beneficiary if the executive dies or becomes disabled prior to the commencement of benefits and any unpaid installments will be paid to such beneficiary if the executive dies after the commencement of benefits.

The SERP is considered an unfunded plan for tax purposes and a “top hat” plan for purposes of ERISA. All obligations arising under the SERP are payable from the general assets of the Bank.

The SERP also provides for termination and change of control benefits with such benefits payable over a twenty-year period. If a termination or change of control would have occurred at December 31, 2020, the following aggregate amounts would have been paid: Mr. Bower $6,868,970 (change in control), $5,524,383 (termination); Mr. Greslick $2,729,367 (change in control), $0 (termination).

Executive Deferred Compensation Plan

We have established a deferred compensation plan for executive officers. Annually, executive officers can defer up to 75% of their base compensation and 100% of all bonuses. If 100% of incentive compensation is deferred, the executive is responsible for payment of applicable payroll taxes. All deferred compensation is a general liability of the Bank. Any appreciation or depreciation in each participant’s account value will reflect the performance of the underlying investments. Deferred compensation will serve as a funding source for a Rabbi trust. Investments are expected to closely match the appreciated or depreciated liability. Distributions are received in lump sum or annuity upon normal retirement, death, or disability. Any variance will be adjusted by an expense or gain to the Bank. The plan provides tax advantages to the participants and participation in the plan further aligns the interests of participants with those of our shareholders. Accounting treatment for this plan is subject to the ASC Topic 718.

Nonqualified Deferred Compensation

The following table includes information about the activity in, amounts earned, and balances of each NEO’s account under the CNB Financial Corporation Executive Deferred Compensation Plan.


Name	Executive Contributions in 2020 ($)(1)		Corporation Contributions in 2020 ($)		Aggregate Earnings in 2020 ($)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at December 31, 2020 ($)
Joseph B. Bower, Jr.		93,450		—		(20,539	)		—		488,124
Tito L. Lima		—		—		—			—		—
Richard L. Greslick, Jr.		72,094		—		(34,446	)		—		224,986
Joseph E. Dell, Jr.		20,536		—		(6,334	)		—		31,302
Martin T. Griffith		—		—		—			—		—

(1)	Executive contributions are included in the applicable amounts within the salary column of the Summary Compensation Table.

Termination and Change in Control Benefits

As discussed under “Employment Contracts” and “Supplemental Executive Retirement Plan” above, the Corporation provides additional benefits to the NEOs in the event of retirement or termination of employment in certain circumstances and in the event of a change in control. We have summarized and quantified the estimated payments under the agreements, assuming a termination event occurred on December 31, 2020, below.


	Joseph B. Bower, Jr.		Tito L. Lima		Richard L. Greslick, Jr.		Joseph E. Dell, Jr.		Martin T. Griffith
Restricted Stock Vesting		445,543		32,162		167,517		114,526		68,142
Lump Sum Cash Payment SERP Payment Increased SERP Benefit		2,595,526 5,524,383 2,299,691		804,913 — —		1,302,378 —		990,081 — —		841,868 — —
Lump Sum Cash Payment SERP Payment Increased SERP Benefit		2,595,526 6,868,970 1,344,587		804,913 — —		1,302,378 2,729,367 2,729,367		990,081 — —		841,868 — —

Executive Compensation Committee Interlocks and Insider Participation

The members of the ECC are Messrs. Seager (Chairperson), Montler, Pontzer, Powell, Scott, Young and Smith. No person who served as a member of the ECC during 2020 was a current or former officer or employee of the Corporation or any of its subsidiaries or, except as disclosed below, engaged in certain transactions with the Corporation required to be disclosed by regulations of the SEC. Additionally, there were no compensation committee “interlocks” during 2020, which generally means that no executive officer of the Corporation served as a director or member of the compensation committee of another entity, one of whose executive officers served as a director or member of the ECC of the Corporation.

CERTAIN TRANSACTIONS

Directors and officers of the Corporation and certain business organizations and individuals associated with them have been customers of and have had normal banking transactions with CNB Bank. All such transactions have been in the ordinary course of business, on terms substantially equivalent, including interest rates and collateral, to those which prevailed at the time in comparable transactions with persons not related to the Corporation or the Bank and do not involve more than the normal risk of collectability or present other unfavorable features.

Code of Ethics

The Board has approved a Code of Ethics for Officers and Directors. The Code of Ethics can be found at the Bank’s website, www.cnbbank.bank.

Policies and Procedures Regarding Transactions with Related Persons

Pursuant to the Corporation’s Code of Conduct, directors, officers, agents, attorneys and immediate family members of such persons and business entities in which such persons have, directly or indirectly, a majority or controlling interest should at all times be free of any conflicting interests when acting on behalf of the Corporation or any of its affiliates.

The Code of Conduct specifies that loan transactions involving such persons will be governed by regulatory rules and regulations restricting rates and terms, the Corporation’s general lending policies and the Corporation’s insider loans policy and such loans must be approved by an authorized lending officer other than the person in question.

The Code of Conduct further requires that all potential conflict of interest situations be reported. Any person who wishes to obtain approval of a particular action, or waiver of any requirements of the Code of Conduct in any particular situation, must apply for approval or waiver by disclosing all relevant facts and circumstances to the approving authority. For directors, the Corporation’s Board may grant approval or waivers. For officers, the executive officer responsible for the department to which the officer is assigned may grant approval or waivers and for all others, the Corporation’s Chairperson or President may grant such approval or waivers. Persons subject to the Code of Conduct and wishing to engage in a purchase, lease or sale of any assets or services from or to the Corporation or any of its affiliates, other than in the ordinary course of business, must disclose the facts to the Corporation’s Board, which shall then determine whether to approve such transaction.

STOCK OWNERSHIP

Stock Owned by Management and Directors

The following table presents information known to us regarding the beneficial ownership of our common stock as of the record date of February 22, 2021 by each of our directors and NEOs and by all of our directors, NEOs and other executive officers as a group. All information as to beneficial ownership has been provided to us by the directors, NEOs and other executive officers, and unless otherwise indicated, each of the directors, NEOs and other executive officers has sole voting and investment power over all of the shares they beneficially own.


Name	Shares Beneficially Owned (1)			Percentage of Shares Outstanding (5)
Directors:
Peter F. Smith		95,829	(2)		*
Joseph B. Bower, Jr.		63,791	(2)(3)		*
		314,463	(4)		1.86	%
Richard L. Greslick, Jr.		23,766			*
Robert W. Montler		57,701			*
Joel E. Peterson		14,983			*
Deborah Dick Pontzer		34,417			*
Jeffrey S. Powell		165,174	(2)		*
Nick Scott, Jr.		20,960			*
Richard B. Seager		25,526			*
Francis X. Straub, III		46,708			*
Peter C. Varischetti		22,308			*
Julie Young		2,613			*
Executive Officers:
Joseph E. Dell, Jr.		13,259			*
Tito L. Lima		9,132			*
Martin T. Griffith		8,938			*
Directors and Executive Officers as Group (19 persons) (6)		636,406			3.77	%

(1)	Information furnished by directors, NEOs and other executive officers.

(2)	Includes joint ownership with relatives as to which the director or officer has joint voting or investment powers.

(3)	Includes shares through a trust or pension plan agreement.

(4)	Includes shared voting rights for shares indirectly held in trust for the Plan.

(5)	* represents less than 1%.

(6)	Excludes shares indirectly held in trust for the Plan.

Stock Owned by 5% Shareholders

The following table presents common stock ownership information for persons known to us to beneficially own more than 5% of the Corporation’s stock as of the record date of February 22, 2021.


Name	Shares Beneficially Owned			Percentage of Shares Outstanding
BlackRock, Inc.		935,488	(1)		5.54	%

(1)

Based on a Schedule 13G/A filed on January 29, 2021 by BlackRock, Inc. (“BlackRock”), which listed its address as 55 East 52nd Street, New York, NY 10055, BlackRock possesses sole voting power with respect to 920,159 shares of common stock and sole dispositive power with respect to 935,488 shares of common stock.

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Joseph B. Bower, Jr., our CEO. For 2020, our most recently completed fiscal year, the annual total compensation of our median employee was $70,540, and the annual total compensation of our CEO, as reported in the “Summary Compensation Table” included in this Proxy Statement and adjusted for the value of non-discriminatory health insurance benefits, was $1,608,420. As a result, the annual total compensation of our CEO was 23.0 times that of the median employee.

To identify our median employee, as well as to determine the annual total compensation of our median employee and CEO, we took the following steps:

We determined that, as of December 31, 2020, our employee population consisted of 741 individuals with all of these individuals located in the United States (as reported in Item 1, Business, in our Annual Report on Form 10-K filed with the SEC on March 4, 2021 (the “Annual Report”)). This population consisted of our full-time, part-time, and temporary employees.

In this Proxy Statement, we selected December 31, 2020, which is within the last three months of 2020, as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner.

To identify the “median employee” from our employee population, we compared the salary amount of our employees as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2020.

We identified our median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation. Since all of our employees are located in the United States, as is our CEO, we did not make any cost-of-living adjustments in identifying the median employee.

Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $70,540.

With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report, then added the value of non-discriminatory health insurance benefits.

OTHER MATTERS

Delinquent Section 16(a) Reports

Under SEC rules, the Corporation’s directors, executive officers and beneficial owners of more than 10% of the Corporation’s equity securities are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on its review of copies of these reports and representations of such reporting persons, the Corporation believes that during fiscal 2020, such SEC filing requirements were satisfied.

Other Matters to Come Before the 2021 Annual Meeting

The Board does not intend to bring any other matters before the Annual Meeting and does not know of any matter which anyone proposes to present for action at the meeting. However, if any other matters properly come before the meeting, the persons named in the accompanying proxy, or their duly constituted substitutes acting at the meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment.

Shareholder Proposals for the 2022 Annual Meeting

Any shareholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act, to be considered for inclusion in our proxy materials for the 2021 Annual Meeting of Shareholders, and any shareholder proposal for a nominee to the Board or proposal for any other matter to be acted upon at the 2021 Annual Meeting of Shareholders must be addressed to Joseph B. Bower, Jr., President, CNB Financial Corporation, P.O. Box 42, Clearfield, PA 16830, and received no later than November 11, 2021.

By Order of the Board of Directors,

Richard L. Greslick, Jr., Secretary

Clearfield, Pennsylvania

March 11, 2021

PROXY

CNB Financial Corporation

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 20, 2021

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Ms. Kylie Graham and Ms. Alyssa Lumadue, and each of them, as proxies with full power of substitution, to represent and vote all of the shares which the undersigned is entitled to vote at the Annual Meeting of Shareholders (the “Annual Meeting”) of CNB Financial Corporation (the “Corporation”) in such manner as they, or any of them, may determine on any matters which may properly come before the Annual Meeting of Shareholders to be held at 2:00 PM ET on April 20, 2021 or any adjournments thereof and to vote on the matters set forth on the reverse side as directed by the undersigned. The Annual Meeting of Shareholders will be held virtually. In order to attend the meeting, you must register at www.viewproxy.com/CNBFinancial/2021 by 11:59 PM ET on April 18, 2021. On the day of the Annual Meeting of Shareholders, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your registration confirmations.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, FOR ANY NOMINEE IT WILL BE VOTED “FOR” ALL NOMINEES UNDER PROPOSAL 1 AND WILL BE VOTED “FOR” PROPOSALS 2 AND 3. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS NOT KNOWN AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.

(Continued, and to be marked, dated and signed, on the other side)

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be held April 20, 2021.

The Proxy Statement and our 2020 Annual Report to Shareholders

are available at: http://www.viewproxy.com/CNBFinancial/2021


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, AND 3.		Please mark your votes like this		☒

Proposal 1. Election of Class 3 Directors for 3 year terms expiring at the time of the annual meeting in 2024.


	FOR	AGAINST	ABSTAIN
01 Joseph B. Bower, Jr.	☐	☐	☐
02 Robert W. Montler	☐	☐	☐
03 Joel E. Peterson	☐	☐	☐
04 Richard B. Seager	☐	☐	☐

DO NOT PRINT IN THIS AREA

(Shareholder Name & Address Data)


Proposal 2.		SAY-ON-PAY VOTE: To vote on a non-binding advisory resolution on the compensation program for CNB Financial Corporation’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative executive compensation disclosures contained in the Proxy Statement (a “say- on-pay” vote).


		☐ FOR		☐ AGAINST		☐ ABSTAIN


Proposal 3.		RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the appointment of Crowe, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.


		☐ FOR		☐ AGAINST		☐ ABSTAIN


		WILL ATTEND THE MEETING ☐


Date:				, 2021



Signature

Signature

Note: Please sign exactly as your name or names appear on this card. Joint owners should each sign personally. If signing as a fiduciary or attorney, please give your exact title.

CONTROL NUMBER

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

As a shareholder of CNB Financial Corporation you have the option of voting your shares electronically through the Internet or by telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on April 19, 2021.

LOGO

PROXY VOTING INSTRUCTIONS

Please have your 11 digit control number ready when voting by Internet or Telephone




INTERNET Vote Your Proxy on the Internet: Go to www.AALvote.com/CCNE	TELEPHONE Vote Your Proxy by Phone: Call 1 (866) 804-9616	MAIL Vote Your Proxy by Mail:

Have your proxy card available when you access the above website. Follow the prompts to vote your shares.	Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares.	Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided.