DEF 14A of CNB Financial Corp/Pa, Mar 8, 2024

DEF 14A of CNB Financial Corp/Pa

Filed Mar 8, 2024 · FY20230000736772-24-000050

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

    | Outstanding Equity Awards at 2023 Fiscal Year-End | 46 | | Restricted Stock Awards and Stock Vested | 47 | | Pension Benefits | 47 | | Retirement Plan | 47 | | Supplemental Executive Retirement Plans | 48 | | Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan | 49 | | Termination and Change in Control Benefits | 50 | | Executive Compensation and Personnel Committee Interlocks and Insider Participation | 52 | | CERTAIN TRANSACTIONS | 53 | | Code of Ethics | 53 | | Policies and Procedures Regarding Transactions with Related Persons | 53 | | STOCK OWNERSHIP | 54 | | Stock Owned by Management and Directors | 54 | | Stock Owned by 5% Shareholders | 55 | | CEO PAY RATIO | 56 | | EQUITY COMPENSATION PLAN INFORMATION | 56 | | OTHER MATTERS | 57 | | Delinquent Section 16(a) Reports | 57 | | Other Matters to Come Before the 2024 Annual Meeting | 57 | | Shareholder Proposals for the 2025 Annual Meeting | 57 | | Householding | 57 | | APPENDIX A | 58 |

  2. PROPOSAL 1. ELECTION OF DIRECTORS

    PROPOSAL 1. ELECTION OF DIRECTORS The Bylaws 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 of the Corporation for the ensuing year at twelve, including ten independent directors and two directors who are also members of the Corporation’s management team. 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, or until their earlier death, resignation, removal or achievement of the mandatory retirement age on the day a director becomes 70 years old. 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 2027). 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.

  3. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Director fees for non-employee directors are reviewed annually by the ECC for recommendation to the Board. Directors who are also employees of the Corporation do not receive compensation for their service on 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 serve the Corporation as a director and who meet the guidelines set forth by our CGN Committee. In addition, the ECC annually recommends an equity award of the Corporation’s common stock for directors. The equity awards vest immediately.

  4. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table

  5. 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Jeffrey S. Powell (3) | 67,650 | 34,998 | 102,648 | | Michael Obi | 60,800 | 34,998 | 95,798 | | Joel E. Peterson | 55,300 | 34,998 | 90,298 | | Deborah Dick Pontzer | 63,500 | 34,998 | 98,498 | | Nicholas N. Scott | 56,800 | 34,998 | 91,798 | | Richard B. Seager | 52,600 | 34,998 | 87,598 | | Peter F. Smith (3) | 135,800 | 34,998 | 170,798 | | Francis X. Straub, III | 55,800 | 34,998 | 90,798 | | Peter C. Varischetti | 56,500 | 34,998 | 91,498 | | Julie Young | 62,800 | 34,998 | 97,798 |

  6. 2023 Non-Employee Director Compensation Table

    (1) Includes deferred compensation election amounts under the non-employee directors’ plan. (2) Total stock award value computed using the closing price on the date of the award multiplied by the number of shares awarded. (3) Mr. Powell became Chairperson of the Board effective January 1, 2024. The higher retainer for the Chairperson of the Board was received by Mr. Smith for the entire 2023 year as Mr. Smith served in the Chairperson capacity until December 31, 2023. The Corporation has also established a Survivor Benefit Plan for the benefit of non-employee directors. Under the Survivor Benefit Plan, each non-employee director may designate a beneficiary (or beneficiaries) who will be entitled to receive a $150,000 death benefit either (i) upon the non-employee director’s death while serving as a director of the Corporation or (ii) in the case of a non-employee director who has served as a director of the Corporation for ten or more years (or attain age 70 while serving as a director), upon such non-employee director’s death after their termination of board service. The Survivor Benefit Plan is an unfunded plan for tax and ERISA purposes, and all obligations arising under the plan are payable from the general assets of the Corporation.

  7. Compensation Philosophy

    | Key Objectives | How our Compensation Program Supports this Objective | | Attract, retain, and motivate key executives to drive shareholder returns for the Corporation | •Provides competitive total compensation opportunities that target pay within a reasonable range of the peer group median (for meeting performance targets) with the ability to pay above market for driving superior results (or below market for sub-par performance) •Encourages retention of our NEOs through long-term incentive awards that include multi-year vesting conditions | | Align the financial interests of the NEOs with those of our shareholders through incentive-based compensation | •Provides incentives that are tied to our business plan and motivates performance that aligns with areas of shareholder interests and drives increasing shareholder value •Requires NEOs to meet stock ownership guidelines •Motivates our NEOs to achieve predetermined multi-year performance goals related to our 3-year earnings per share (“EPS”) growth and ROE in relation to the S&P U.S. Small Cap Banks Index Constituents excluding Thrifts with assets between $2.5 billion and $10 billion as of the first trading day of the performance period (relative performance) | | Provide a total compensation program that recognizes individual contributions as well as overall business results | •Correlates incentive opportunity to growth, profitability, and asset quality that each NEO can control through day-to-day business decision and execution of strategic plans •Each NEO, other than Mr. Peduzzi, had a Board approved annual incentive plan scorecard including components for: (1) fully-diluted EPS; (2) Commercial loan revenue; (3) Noninterest-Bearing Deposit Growth; (4) Interest-Bearing Deposit Growth (Excluding Time Deposits); (5) Efficiency ratio; and (5) Wealth & Asset management fees. Mr. Peduzzi’s annual incentive plan scorecard, as approved by the Board, included components for: (1) fully-diluted EPS; (2) Noninterest-Bearing Deposit Growth; (3) Interest-Bearing Deposit Growth (Excluding Time Deposits); (4) Efficiency ratio; and (5) a qualitative portion based on Mr. Peduzzi's overall performance. •Mitigates undue risk taking through a risk adjustment modifier, which can reduce the incentive payouts when CNB Bank’s Net Charge-Offs ratio exceeds 20 basis points |

  8. Competitive Benchmarking

    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 to conduct a comprehensive competitive analysis of our executive compensation program. An updated version of Meridian’s annual peer and market compensation analysis was used as a reference source and key input for the ECC to set 2023 executive compensation levels, to establish the NEO short-term and long-term incentive program settings, and to assess the historical pay for performance relationship. In addition, this third-party consulting analysis provided the ECC with an independent and objective assessment of each element of compensation and total target compensation relative to market and peer group practices and of the pay mix and the pay for performance relationship. In developing a market composite for its compensation review, Meridian used data from the (1) public company proxy peer group comprised of 22 financial corporations; and, (2) published financial services industry compensation surveys. Meridian developed the proposed peer group using objective parameters that reflect financial corporations of similar size (assets between $2B and $10B; approximately half to two times the Corporation’s asset size when the peer group was developed), geographic region and business model (factors that influence NEO compensation in the banking industry). The ECC reviewed and approved the peer group as developed and recommended by Meridian. The peer group is reviewed and updated as appropriate, since the comparable financial corporations may change depending on acquisitions with other institutions that occur between annual analyses, and any notable changes to the business focus of the Corporation or the peer institutions. Overall, the goal is to have 15 to 25 comparative financial corporations that approximate the Corporation’s asset size and region and provide a market perspective for NEO total compensation. The following 22 financial corporations comprised the peer group:

  9. Competitive Benchmarking

    | Peer Group Company | Ticker Symbol | | First Commonwealth Financial Corporation | FCF | | Park National Corporation | PRK | | S&T Bancorp, Inc. | STBA | | Tompkins Financial Corporation | TMP | | Stock Yards Bancorp, Inc. | SYBT | | Premier Financial Corp. | PFC | | Peoples Bancorp Inc. | PEBO | | Univest Financial Corporation | UVSP | | City Holding Company | CHCO | | Financial Institutions, Inc. | FISI | | Community Trust Bancorp, Inc. | CTBI | | First Financial Corporation | THFF | | Mid Penn Bancorp, Inc. | MPB | | Farmers National Banc Corp. | FMNB | | Arrow Financial Corporation | AROW | | Carter Bankshares, Inc. | CARE | | Summit Financial Group, Inc. | SMMF | | Shore Bancshares, Inc. | SHBI | | Peoples Financial Services Corp. | PFIS | | American National Bankshares Inc. | AMNB | | First Community Bankshares, Inc. | FCBC | | Primis Financial Corp. | FRST |

  10. 2023 Compensation Program and Pay Decisions

    2023 Compensation Program and Pay Decisions The Corporation’s compensation program consists of four elements: base salary, annual or short-term incentives, long-term incentives (equity), and benefits. The following section summarizes the role of each element, how decisions are made and the resulting 2023 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 a competitive fixed pay (base salary) 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 peer group median but considers each NEO’s specific role with CNB that may differ from similar positions at peers, as well as the respective NEO’s experience, contribution and performance, in determining base salaries. Close to each calendar year end, the ECC meets and reviews and sets each NEO’s base salary for the following calendar year to reflect competitive market conditions, individual experience, expertise and performance. The ECC considers input from the Corporation’s President & CEO when setting the base salaries of the other NEOs, but is solely responsible for determining the President & CEO’s base salary. In determining the NEO’s base salaries for 2023 as reflected in the section "Summary Compensation Table", the ECC reviewed the market range for each NEO position and the relative salaries of the executive team, as well as competitive market data, individual performance and contributions. Base salary adjustments for 2023 were made for the NEOs to ensure compensation for the NEOs continues to be reasonably in line with market practices while also recognizing each respective executive’s performance and contribution. The 2023 salary adjustments were as follows:

  11. 2023 Compensation Program and Pay Decisions

    (1) Mr. Peduzzi was appointed President and Chief Executive Officer of CNB Financial Corporation, effective December 31, 2022. Following his promotion, Mr. Peduzzi’s salary was increased to $623,000 based on a review of the compensation of the chief executive officers of the Corporation’s compensation peer group and a related market range analysis and aligns with the median compensation of the peer group. Mr. Peduzzi’s current employment agreement set $623,000 as his minimum salary amount. (2) Mr. Lima's salary increase in 2023 included a component aimed at adjusting his salary to more closely align with market peers. (3) Mr. Griffith's salary increase in 2023 included a component aimed at adjusting his salary to more closely align with market peers. Annual Incentives The primary objective of our annual incentive program is to motivate and reward key members of management for achieving corporate, department, and individual goals that support our strategic plan. Through our 2023 NEO Non-Equity Incentive Plan (“Incentive Plan”), we offer an annual cash incentive opportunity to a select group of key executives, including the NEOs, whose efforts largely determine the achievement of corporate goals and short-term objectives. For each NEO other than the CEO, these short-term objectives are determined using six absolute metrics. For the CEO, the Board established four short-term incentive elements that are determined using absolute metrics, while a fifth incentive component is based on his performance for the calendar year via a ratings assessment of his performance objectives as completed by the independent directors of the Board. The results of the collectively compiled Board assessments are used to guide the Board in approving a qualitative short-term incentive for Mr. Peduzzi. Each NEO has a target opportunity based on his or her position at the Corporation and competitive market data provided by Meridian, and there was no change to each NEO’s target opportunity (as a percentage of base salary) for 2023. An NEO receives 50% of his or her incentive target opportunity for achieving minimum performance goals, 100% of target opportunity for achieving target performance goals and 150% of target opportunity for achieving stretch performance goals. If performance falls between minimum performance and target performance levels, there is no interpolation of payout percentages. If target performance levels have been exceeded, then the payout percentage of target opportunity is interpolated between target and stretch performance levels. If the minimum performance goal has not been achieved with respect to a performance goal, then no payout would be earned with respect to that performance goal.

  12. 2023 Compensation Program and Pay Decisions

    | CNB Bank net charge-offs / Average CNB Bank loans | Percentage of Incentive Plan Award Forfeited | | Less than 0.20% | 0% | | 0.20% to 0.24% | 10% | | 0.25% to 0.29% | 20% | | 0.30% to 0.34% | 30% | | Greater than 0.34% | 50% |

  13. 2023 Compensation Program and Pay Decisions

    | NEO | Title | 2023 Incentive Payout ($) | 2023 Incentive Payout as % of Target Opportunity | 2023 Incentive Payout as % of Base Salary | | Michael D. Peduzzi | President & Chief Executive Officer | 54,513 | 25.0% | 8.75% | | Tito L. Lima | Senior Executive V.P. & Chief Financial Officer and Treasurer | 25,413 | 22.0% | 7.70% | | Richard L. Greslick, Jr. | Senior Executive V.P. & Chief Operating Officer and Secretary | 28,336 | 22.0% | 7.70% | | Martin T. Griffith | Senior Executive V.P. & Chief Banking Officer | 27,027 | 22.0% | 7.70% | | Leanne D. Kassab | Senior Executive V.P. & Chief Experience Officer and Assistant Secretary | 20,869 | 22.0% | 7.70% |

  14. 2023 Compensation Program and Pay Decisions

    Long-Term Incentives We believe that our NEOs should be invested in the Corporation and have greater alignment with the same risks and rewards as our shareholders. The purpose of the long-term incentive program is to align the interests of the NEOs with the long-term interests of the Corporation and our shareholders, encourage stock ownership and enhance our ability to retain top performers. The 2023 Long-Term Incentive Program (“LTIP”) consists of a combination of performance-based common stock awards and time-based restricted stock awards. We believe it is important for our LTIP to include both the time-based and performance-based components, to balance the results-driven orientation of the performance-based share awards with the management retention and shareholder alignment focus of time-based share awards. Also, our LTIP is comprised entirely of common equity compensation to ensure alignment with our institutional and retail common 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 competitive with the market median of the compensation peer group. All NEOs received their respective share awards as a 50% / 50% mix between performance-based share awards, if performance targets are achieved, and time-based restricted stock awards which are granted but vest over time. Time-based restricted stock vests in equal increments over three years (e.g., one third of the shares awarded vest per year beginning on the first anniversary of grant), while performance shares cliff vest at the end of the three-year performance period contingent upon the Corporation’s performance. The key measures for the performance-based stock awards are EPS Growth and Return on Average Equity as compared to the S&P U.S. Small Cap Banks Index Constituents excluding Thrifts with assets between $2.5 billion and $10 billion as of the first trading day of the performance period (“Performance Comparator Group”). The metrics were selected to reflect performance goals that are aligned with the enhancement of long-term shareholder value. The metrics are weighted equally with common stock awards ranging from 0% to 150% of target depending on the Corporation’s ranking at the end of the three-year period (see below table for payout range). Actual performance between threshold, target and stretch will be interpolated. The performance shares will vest after the performance period and when relative performance, as compared to the Corporation’s Performance Comparator Group results, are reviewed and approved by the ECC and affirmed by the full Board.

  15. 2023 Compensation Program and Pay Decisions

    Decisions regarding the size of long-term incentive awards are recommended by the ECC and approved by the full Board after careful consideration of corporate and individual performance, market data, retention considerations, impact on dilution, and existing equity holdings of each NEO. The Board does not select the grant dates of any long-term incentive awards in coordination with our release of material non-public information, nor do 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. Long-term incentive grant value targets are generally set to be equal in value for respective corporate levels of the NEOs, and are determined by the ECC based on consideration of a market range for long-term incentives of comparable peers that is provided by the compensation consultant, Meridian, with potential adjustments made by the ECC based on the Corporation’s performance and the individual NEO’s performance, role, contributions, and long-term potential with the Corporation. The long-term incentive grants made to the NEOs in 2023 are summarized below.

  16. 2023 Compensation Program and Pay Decisions

    | NEO | % of Base Salary | Total LTI Grant Value ($) | Restricted Stock Award – Time-Based # of Shares(1) | Restricted Stock Award – Performance Based Target # of Shares(1) | | Michael D. Peduzzi | 32% | 199,991 | 5,602 | 5,602 | | Tito L. Lima | 30% | 99,953 | 2,072 | 2,072 | | Richard L. Greslick, Jr. | 27% | 99,953 | 2,072 | 2,072 | | Martin T. Griffith | 28% | 99,953 | 2,072 | 2,072 | | Leanne D. Kassab | 37% | 99,953 | 2,072 | 2,072 |

  17. 2023 Compensation Program and Pay Decisions

    (1) The number of shares granted is determined by the grant value divided by the grant date closing price. Benefits CNB Bank maintains a 401(k) Savings Plan to attract and retain employees and help them meet their retirement goals. NEOs are eligible to participate in the 401(k) Savings Plan and receive matching employer contributions subject to plan and IRS limits. Further information is provided under the “Retirement Plan” section below. The Corporation and/or CNB Bank also maintains certain non-qualified retirement and deferred compensation plans. We believe that these non-qualified plans are an important element in retaining NEOs, as well as helping them meet their post-employment financial management goals. We provide: •Supplemental Executive Retirement Plan (“SERP”) – Each of Messrs. Peduzzi, Lima, Greslick, Griffith and Ms. Kassab participate in a defined benefit SERP, which is designed to attract and retain qualified and experienced executive officers. Each SERP and the relevant provisions are established in a formal agreement between CNB Bank and the respective NEO. The narrative that follows the “Pension Benefits” table below contains a detailed description of each SERP. •Defined Contribution Plan – Effective as of January 2, 2022, Mr. Lima and Ms. Kassab commenced participation in a defined contribution plan pursuant to which the Corporation contributed an amount to the plan each year, on January 1st, equal to 20% of Mr. Lima’s and 35% of Ms. Kassab’s annual base salary. The plan was established in an agreement between the Corporation and the respective NEO. The narrative that follows the “Nonqualified Deferred Compensation” table below contains a detailed description of each defined contribution plan. In connection with the amendments to the SERP described in section "Supplemental Executive Retirement Plans" below, and in order to ensure consistency of benefits for similarly-leveled NEOs, effective September 30, 2023, this plan was frozen to prohibit future contributions and fully vest all contributions for Mr. Lima and Ms. Kassab made through such date. Mr. Lima and Ms. Kassab became participants in the SERP on October 1, 2023. •Executive Deferred Compensation Plan – Each NEO 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. If 100% of incentive compensation is deferred, the executive is responsible for payment of applicable payroll taxes. The Corporation provides no inducement (matching or discretionary contribution) for NEOs to participate. The Corporation provides certain NEOs with perquisites that the ECC believes are reasonable and consistent with its overall compensation philosophy and consistent with executive benefits that are customary in the financial services industry. Specifically, the Corporation provides each of Messrs. Peduzzi, Lima, Greslick, and Griffith and Ms. Kassab the option to use a company-provided 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 a corporate-supported means to travel to the various banking divisions among the Corporation’s footprint, and opportunities to use club membership rights 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. Peduzzi, Lima, Greslick, and Griffith and Ms. Kassab (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. Peduzzi entered into an updated Employment Contract on November 27, 2023, with the initial term expiring on December 31, 2024. Thereafter, Mr. Peduzzi’s Employment Contract renews automatically for successive 36-month periods unless terminated by either party upon 120 days’ written notice. The Employment Contracts for Messrs. Lima, Greslick, and Griffith and Ms. Kassab 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 for a period of twenty-four months, in the case of Messrs. Peduzzi and Griffith, and a period of thirty-six months, in the case of Mr. Lima, and, in the case of Mr. Greslick and Ms. Kassab, 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 an NEO is terminated without “cause” (as such term is defined in the Employment Contracts) regardless of whether such termination is in connection with a change in control, or voluntarily terminates employment under certain specific “good reason” circumstances following a change in control. Such “good reason” circumstances include a material reduction in authorities, duties or responsibilities or assignment of duties inconsistent with current responsibilities, a material 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, if such NEO timely executed and does not revoke a general release of claims, (a) Mr. Greslick will be entitled to receive a lump sum cash payment equal to 2.99 times the sum of (i) his base salary plus (ii) the average incentive bonus paid over the preceding three-year period; (b) Messrs. Peduzzi, Lima, and Griffith will be entitled to receive a lump sum cash payment equal to 2.50 times the sum of (i) his base salary, plus (ii) the average incentive bonus paid over the preceding three-year period; and (c) Ms. Kassab will be entitled to receive a lump sum cash payment equal to 2.50 times the sum of (i) her average base salary over the preceding five-year period, plus (ii) the average incentive bonus paid over the preceding five-year period. Mr. Peduzzi and his family are also eligible to receive up to 6 months of continued group medical, dental, and vision coverage at the then-current active employee contribution rate for such coverage. Additionally, accelerated vesting of outstanding time-based unvested restricted stock awards will occur and restrictions will lapse. Outstanding performance-based awards will vest and restrictions will lapse, prorated by the number of full months from award date to the change in control or termination without cause date, and the denominator of which equals 36, with the performance goals measured as of the most recently completed fiscal quarter.

  18. 2023 Compensation Program and Pay Decisions

    Cash and benefits paid to a NEO under the Employment Contracts together with payments under other benefit plans following a change in 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.

  19. Reducing the Possibility of Excess Risk-Taking

    Reducing the Possibility of Excess Risk-Taking The ECC has determined that the risks arising from the compensation policies and practices for executives 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, and annual (short-term) and long-term incentives. •The ECC and Board set performance goals that they believe are reasonable in light of past performance and market conditions. •Both absolute performance goals and relative performance goals are included in the incentive programs in order to appropriately balance risk/reward when developing strategic goals. •Our annual incentive program limits individual payout amounts to 150% of the target payout amounts. •The time-based portion of long-term incentive equity grants typically vest over a three-year period to encourage our NEOs to both stay with the Corporation and maintain a long-term shareholder value building perspective. •The Corporation has a clawback policy that allows for the recoupment of any cash and/or equity annual or long-term incentive compensation payouts following triggering event. •Our NEOs are subject to stock ownership guidelines, as discussed above, which we believe support greater alignment of our NEOs’ interests with the interests of our shareholders. •We use restricted stock instead of stock options 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 the annual incentive program and long-term incentive 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 ECC aware of market trends and best practices.

  20. Summary Compensation Table

    Summary Compensation Table The following table presents, for the three years ended December 31, 2023, 2022, and 2021, the cash compensation paid by the Corporation and its subsidiaries, as well as certain other compensation paid or accrued for those years, to each of the Corporation’s Named Executive Officers.

  21. Summary Compensation Table

    | 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(7) ($) | Total ($) | | Michael D. Peduzzi (4) | 2023 | 623,000 | 199,991(6) | 54,513 | 240,157 | 57,749 | 1,175,410 | | President and Chief Executive Officer of the Corporation; Chief Executive Officer of CNB Bank | 2022 | 500,000 | 50,001 | 209,950 | 278,205 | 72,333 | 1,110,489 | | Tito L. Lima | 2023 | 330,044 | 99,953(6) | 25,413 | 64,164 | 114,627 | 634,201 | | Principal Financial Officer and Treasurer of the Corporation; Senior Executive Vice President and Chief Financial Officer of CNB Bank | 2022 | 300,000 | 59,991 | 125,970 | 1,086 | 128,841 | 615,888 | | | 2021 | 275,000 | 56,250 | 97,175 | — | 53,493 | 481,918 | | Richard L. Greslick, Jr. | 2023 | 368,004 | 99,953(6) | 28,336 | —(10) | 56,090 | 552,383 | | Secretary of the Corporation; Senior Executive Vice President and Chief Operating Officer of CNB Bank | 2022 | 356,500 | 115,013 | 149,694 | 79,948 | 52,767 | 753,922 | | | 2021 | 330,000 | 106,250 | 116,323 | 92,790 | 51,547 | 696,910 | | Martin T. Griffith | 2023 | 351,000 | 99,953(6) | 27,027 | 125,237 | 60,479 | 663,696 | | Senior Executive Vice President and Chief Banking Officer of CNB Bank | 2022 | 325,000 | 75,002 | 136,468 | — | 56,509 | 592,979 | | | 2021 | 283,667 | 56,250 | 112,697 | — | 52,154 | 504,768 | | Leanne D. Kassab (5) | 2023 | 271,024 | 99,953(6) | 20,869 | 41,919 | 115,903 | 549,668 | | Assistant Secretary of the Corporation; Senior Executive Vice President and Chief Experience Officer of CNB Bank | 2022 | 257,500 | 55,023 | 108,124 | 1,631 | 127,984 | 550,262 |

  22. Summary Compensation Table

    (1) This column reflects shares of restricted stock awarded under the Corporation’s 2019 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 time based restricted stock awards vest in equal annual installments over a three or five-year period. The shares of performance-based restricted stock performance awards cliff vest at the end of the three-year period. The shares continue to be subject to risk of forfeiture, which will lapse upon vesting. (2) Amount represents annual cash incentive payments made under the Corporation’s non-equity Incentive Plan. (3) Amount reflects the change in value of the Corporation’s non-qualified supplemental executive retirement plans with each of Messrs. Peduzzi, Lima, and Greslick and Ms. Kassab, based on plans established or amended as reported in the Current Report on Form 8-K dated October 2, 2023. Additionally, for Mr. Lima and Ms. Kassab, amounts represent above-market interest or earnings credited on deferred compensation under our Corporation’s nonqualified deferred compensation plans, as calculated pursuant to Item 402(c)(2)(viii)(B) of SEC Regulation S-K, of $2,037 and $3,000 respectively. For this purpose, interest or earnings on deferred compensation is above-market if the rate of interest exceeds 120% of the applicable federal long-term rate, with compounding at a rate that corresponds most closely to the rate under the applicable plan at the time the interest rate or formula is set. A discussion of the Corporation’s nonqualified deferred compensation plans is provided below in the subsection entitled Executive Defined Contribution Plan. (4) Mr. Peduzzi was appointed President and Chief Executive Officer of CNB Financial Corporation, effective December 31, 2022. Following his promotion, Mr. Peduzzi’s salary was increased to $623,000 based on a review of the compensation of the chief executive officers of the Corporation’s compensation peer group and a related market range analysis and aligns with the median compensation of the peer group. Mr. Peduzzi’s current employment agreement set $623,000 as his minimum salary amount. (5) Ms. Kassab became an NEO for the first time for the 2022 calendar year. (6) In 2023, 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, in accordance with ASC Topic 718. The amount reported above represents the value of the award at the grant date assuming that the target level of performance conditions would be achieved. Performance restricted stock awards granted in 2023 may pay out up to 150% of the target award, which would have amounted to the grant date fair values listed as the maximum total grant date fair value for each named executive officer as follows: Mr. Peduzzi, $249,989; Mr. Lima, $124,942; Mr. Greslick, $124,942; Mr. Griffith $124,942 and Ms. Kassab, $124,942. We include the assumptions used in the calculation of these amounts in the footnotes to our audited financial statements included in our respective Annual Report on Form 10-K for the fiscal years ended December 31, 2023, 2022 and 2021. (7) Amounts stated in the "All Other Compensation" column for 2023 include:

  23. Summary Compensation Table

    | Name | Profit Sharing Contribution ($) | 401(k) Match Contribution ($) | Company Contributions to Nonqualified Defined Contribution Plan (8) ($) | Life Insurance Premiums ($) | Auto Benefits ($) | Club Dues (9) ($) | Total ($) | | Michael D. Peduzzi | 29,479 | 13,200 | — | 1,053 | 14,017 | — | 57,749 | | Tito L. Lima | 29,479 | 13,200 | 49,507 | 1,062 | 14,589 | 6,790 | 114,627 | | Richard L. Greslick, Jr. | 29,479 | 13,200 | — | 569 | 9,042 | 3,800 | 56,090 | | Martin T. Griffith | 29,479 | 13,200 | — | 1,314 | 2,015 | 14,471 | 60,479 | | Leanne D. Kassab | 29,479 | 13,200 | 71,144 | 748 | — | 1,332 | 115,903 |

  24. Summary Compensation Table

    (8) Contributions by the Corporation to the Nonqualified Defined Contribution Plan as outlined in the benefits section for Mr. Lima and Ms. Kassab. (9) It is the policy of the Corporation to pay dues to certain service and social organizations for executive officers who choose to use such benefit. (10) For 2023, the aggregate change in actuarial present value of accumulated benefits for Richard L. Greslick, Jr. was a decrease of $134,561. However, applicable SEC rules do not permit the Corporation to report a negative number in this column; therefore, this negative value is not included in the Summary Compensation Table under the caption “Change in Pension Value and Nonqualified Deferred Compensation Earnings” for 2023.

  25. Pay Versus Performance

    Pay Versus Performance

  26. Pay Versus Performance

    | Year | Summary Comp. Table Total for CEO - Michael D. Peduzzi (1) ($) | Summary Comp. Table Total for CEO - Joseph B. Bower, Jr. (2) ($) | Comp. Actually Paid to CEO - Michael D. Peduzzi (1) ($) | Comp. Actually Paid to CEO - Joseph B. Bower, Jr. (2) ($) | Average Summary Comp. Table Total for Non-CEO NEOs (3) ($) | Average Comp. Actually Paid to Non-CEO NEOs (3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(5) ($) | Fully-Diluted Earnings Per Share ($) | | | | | | | | | TSR | Peer Group TSR (4) | | | | 2023 | 1,175,410 | N/A | 1,262,008 | N/A | 599,987 | 614,400 | 78 | 103 | 58,020 | 2.55 | | 2022 | 1,110,489 | 2,432,571 | 1,117,076 | 1,612,982 | 628,263 | 625,017 | 79 | 100 | 63,188 | 3.26 | | 2021 | | 3,028,549 | | 1,734,559 | 557,132 | 570,275 | 86 | 106 | 57,707 | 3.16 | | 2020 | | 1,608,420 | | 1,107,862 | 470,922 | 402,368 | 67 | 77 | 32,743 | 1.97 |

  27. Pay Versus Performance

    (1) Mr. Peduzzi was appointed President and Chief Executive Officer, effective December 31, 2022. (2) Mr. Bower retired from his position as President and Chief Executive Officer, effective December 31, 2022. (3) For fiscal year 2023 and 2022, the Corporation’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr., Martin T. Griffith and Leanne D. Kassab. For fiscal years 2021 and 2020 the Corporation’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr, Martin T. Griffith and Joseph E. Dell, Jr. (4) The TSR peer group utilized is the same peer group disclosed in the Competitive Benchmarking section above. The peer group used for 2023 included the addition of four banks and removal of two banks that were not in the prior year's peer group. The changes to the peer group were primarily driven by changes in peer bank asset size, with banks removed or added to create a peer group more similar in asset size to the Corporation. The peer group TSR calculated using the 2022 peer group is presented below:

  28. Pay Versus Performance

    | Year | Value of Initial Fixed $100 Investment Based On: | | | | TSR | 2022 Peer Group TSR | | 2023 | 78 | 102 | | 2022 | 79 | 100 | | 2021 | 86 | 106 | | 2020 | 67 | 77 |

  29. Pay Versus Performance

    (5) Presented in thousands (6) Compensation actually paid (“CAP”) is defined by the SEC and is computed by starting with the “Total” column of the Summary Compensation Table (“SCT”) for each year and then: •subtracting the amount in the “Restricted Stock Awards” column of the SCT for such year, •adding, for all unvested equity awards granted during the reporting year and outstanding on the last day of the reporting year, the fair value as of the last day of the reporting year, utilizing the same assumptions as the Outstanding Equity Awards at 2023 Fiscal Year-End table below. •adding, for all unvested equity awards granted prior to the reporting year and outstanding on the last day of the reporting year, the change in fair value from the last day of the preceding year to the last day of the reporting year, utilizing the same assumptions as the Outstanding Equity Awards at 2023 Fiscal Year-End table below. •adding, for equity awards vesting during the reporting year, the change in fair value from the last day of the preceding year to the vesting date, •adding the value of any dividends or other earnings paid in the reporting year on unvested equity awards that are not otherwise included in the total compensation for the reporting year, •subtracting the amount in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column of the SCT for such year, and •adding, for all defined benefit and actuarial pension plans, (A) the service cost, calculated as the actuarial present value attributable to services rendered during the reporting year, plus (B) the prior service cost, calculated as the entire cost of benefits granted in a plan amendment during the reporting year that are attributed by the benefit formula to services rendered in periods prior to the amendment. The fair value of equity awards is computed in a manner consistent with the fair value methodology used to report Outstanding Equity Awards at Fiscal Year-End. This may result in a difference in the share value input used for the fair value calculation at year-end when compared to the share value used for performance-based share awards at time of award. The following tables reflect the adjustments made to SCT total compensation to compute CAP for the position of CEO and average CAP for our other NEOs:

  30. Pay Versus Performance

    | CEO SCT Total to CAP Reconciliation – Michael D. Peduzzi | 2023 | 2022 | | SCT Total Compensation | $1,175,410 | $1,110,489 | | SCT Restricted Stock Awards | (199,991) | (50,001) | | Fair Value of New Unvested Equity Awards | 316,373 | 55,669 | | Change in Fair Value of Existing Unvested Equity Awards | (4,528) | (6,306) | | Change in Fair Value of Vesting Equity Awards | (3,144) | (105) | | Dividends on Unvested Equity Awards | 3,823 | 2,488 | | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | (240,157) | (278,205) | | Service Cost & Prior Service Cost | 214,222 | 283,047 | | CAP | $1,262,008 | $1,117,076 |

  31. Pay Versus Performance

    | CEO SCT Total to CAP Reconciliation – Joseph B. Bower, Jr. | 2022 | 2021 | 2020 | | SCT Total Compensation | $2,432,571 | $3,028,549 | $1,608,420 | | SCT Restricted Stock Awards | (261,010) | (272,400) | (347,079) | | Fair Value of New Unvested Equity Awards | — | 286,041 | 192,291 | | Change in Fair Value of Existing Unvested Equity Awards | — | 76,316 | (156,339) | | Change in Fair Value of Vesting Equity Awards | 3,631 | 19,005 | 45,515 | | Fair Value of New Vested Equity Awards | 232,476 | — | — | | Fair Value as of Prior Year-end of Equity Awards Forfeited | (258,031) | — | — | | Dividends on Unvested Equity Awards | 10,706 | 6,933 | 4,842 | | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | (902,701) | (1,760,834) | (467,045) | | Service Cost & Prior Service Cost | 355,340 | 350,949 | 227,257 | | CAP | $1,612,982 | $1,734,559 | $1,107,862 |

  32. Pay Versus Performance

    | Average Non-CEO NEOs SCT Total to CAP Reconciliation | 2023 | 2022 | 2021 | 2020 | | SCT Total Compensation | $599,987 | $628,263 | $557,132 | $470,922 | | SCT Restricted Stock Awards | (99,953) | (76,257) | (66,438) | (73,438) | | Fair Value of New Unvested Equity Awards | 117,016 | 84,907 | 69,940 | 42,335 | | Change in Fair Value of Existing Unvested Equity Awards | (4,721) | (11,407) | 15,104 | (31,109) | | Change in Fair Value of Vesting Equity Awards | (7,198) | 2,085 | (969) | (3,771) | | Dividends on Unvested Equity Awards | 2,399 | 1,971 | 2,000 | 1,766 | | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | (56,571) | (19,987) | (23,198) | (17,301) | | Service Cost & Prior Service Cost | 63,441 | 15,442 | 16,704 | 12,964 | | CAP | $614,400 | $625,017 | $570,275 | $402,368 |

  33. Pay Versus Performance Descriptive Disclosure

    Pay Versus Performance Descriptive Disclosure The following financial measures were determined by the Corporation’s Board to be the most important measures used to link our NEOs’ (including our President and Chief Executive Officer) CAP to the Corporation’s performance during the most recently completed fiscal year. •Fully-diluted EPS •Commercial Loan Revenues •Efficiency Ratio •Deposit Growth (excluding Time Deposits) •Wealth & Asset Management revenue •Return on Equity

  34. Comparison of Compensation Actually Paid versus Corporation TSR

    Comparison of Compensation Actually Paid versus Corporation TSR As shown in the chart below, the CAP to our President and Chief Executive Officer and the average CAP to our other Non-CEO NEOs are generally aligned with our TSR. This is primarily due to performance-based incentive compensation, which links payouts to metrics that increase shareholder value, such as fully-diluted EPS and return on equity. Mr. Peduzzi was appointed President and Chief Executive Officer of CNB Financial Corporation, effective December 31, 2022, upon Mr. Bower's retirement. Mr. Peduzzi's promotion was the primary driver of his higher CAP received in 2023 versus 2022 as a result of an increase in his base salary and restricted stock awards.

  35. Comparison of Compensation Actually Paid versus Net Income

    Comparison of Compensation Actually Paid versus Net Income The chart below compares the CAP to our President and Chief Executive Officer and the average of the CAP to our other Non-CEO NEOs to net income. As shown in the chart, the CAP to our President and Chief Executive Officer and average of the CAP to our other Non-CEO NEOs has increased or decreased in line with our net income. This is because net income is a direct input in the calculation of fully-diluted EPS, one of the most important measures used to link our NEOs’ (including our President and Chief Executive Officer) CAP to our performance.

  36. Comparison of Compensation Actually Paid versus Company-Selected Measure (“CSM”)

    Comparison of Compensation Actually Paid versus Company-Selected Measure (“CSM”) The chart below compares the CAP to our President and Chief Executive Officer’s and average of the CAP to other Non-CEO NEOs and our CSM, fully-diluted EPS, which shows a strong relationship between fully-diluted EPS and CAP.

  37. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  38. Grants of Plan-Based Awards in 2023

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards(1) | | | All Other Share Awards: Number of Shares or Share Units(2) | Grant Date Fair Value of Shares(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Michael D. Peduzzi | 6/27/23 | 109,025 | 218,050 | 327,075 | 2,801 | 5,602 | 8,403 | 5,602 | 199,991 | | Tito L. Lima | 1/31/23 | 57,758 | 115,515 | 173,273 | 1,036 | 2,072 | 3,108 | 2,072 | 99,953 | | Richard L. Greslick, Jr. | 1/31/23 | 64,401 | 128,801 | 193,202 | 1,036 | 2,072 | 3,108 | 2,072 | 99,953 | | Martin T. Griffith | 1/31/23 | 61,425 | 122,850 | 184,275 | 1,036 | 2,072 | 3,108 | 2,072 | 99,953 | | Leanne D. Kassab | 1/31/23 | 47,429 | 94,858 | 142,288 | 1,036 | 2,072 | 3,108 | 2,072 | 99,953 |

  39. Grants of Plan-Based Awards in 2023

    (1) Performance shares cliff vest at the end of the three-year performance period based on the Corporation’s performance, as discussed in greater detail in the Long-Term Incentives section above. (2) Time-based awards vest incrementally over a three-year period, as discussed in greater detail in the Long-Term Incentives section above. (3) Fair value of stock award computed in accordance with ASC Topic 718.

  40. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End

  41. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Award Year | Number of Time-Based Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested(1) ($) | Equity Incentive Plan Awards; Number of Unearned Shares, Units, or Other Rights that have not vested (#) | Equity Incentive Awards; Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested(1) ($) | | Michael D. Peduzzi | 2021 | 1,745(9) | 39,420 | —(10) | — | | | 2022 | 624(3) | 14,096 | 1,404(6) | 31,716 | | | 2023 | 5,602(8) | 126,549 | 8,403(5) | 189,824 | | | Total | 7,971 | 180,065 | 9,807 | 221,540 | | Tito L. Lima | 2021 | 356(4) | 8,042 | 1,605(7) | 36,257 | | | 2022 | 748(3) | 16,897 | 1,685(6) | 38,064 | | | 2023 | 2,072(2) | 46,806 | 3,108(5) | 70,210 | | | Total | 3,176 | 71,745 | 6,398 | 144,531 | | Richard L. Greslick, Jr. | 2021 | 673(4) | 15,203 | 3,032(7) | 68,493 | | | 2022 | 1,435(3) | 32,417 | 3,230(6) | 72,966 | | | 2023 | 2,072(2) | 46,806 | 3,108(5) | 70,210 | | | Total | 4,180 | 94,426 | 9,370 | 211,669 | | Martin T. Griffith | 2021 | 356(4) | 8,042 | 1,605(7) | 36,257 | | | 2022 | 936(3) | 21,144 | 2,106(6) | 47,575 | | | 2023 | 2,072(2) | 46,806 | 3,108(5) | 70,210 | | | Total | 3,364 | 75,992 | 6,819 | 154,042 | | Leanne D. Kassab | 2021 | 356(4) | 8,042 | 1,605(7) | 36,257 | | | 2022 | 687(3) | 15,519 | 1,545(6) | 34,902 | | | 2023 | 2,072(2) | 46,806 | 3,108(5) | 70,210 | | | Total | 3,115 | 70,367 | 6,258 | 141,369 |

  42. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Amount shown represents the number of awards that have not vested as of December 31, 2023, multiplied by the closing price of the Corporation’s common stock on December 31, 2023, which was $22.59. (5) The number of shares reported represents the max number of performance shares awarded on January 31, 2023. (6) The number of shares reported represents the max number of performance shares awarded on January 31, 2022. (7) The number of shares reported represents the max number of performance shares awarded on January 31, 2021. (8) Stock awards vest 33% annually on January 31, following the grant date, which was June 27, 2023. (9) Stock awards vest 20% annually on August 31st, following the grant date which was November, 1, 2021. (10) Mr. Peduzzi did not receive an equity incentive plan award in 2021 since his hire date of August 31, 2021 was after the award grant date of January 31, 2021.

  43. Restricted Stock Awards and Stock Vested

    Restricted Stock Awards and Stock Vested The following table sets forth information concerning the vesting in 2023 of time-based and performance-based restricted stock awards granted to the NEOs. The Corporation did not issue nor does it have any outstanding stock options.

  44. Restricted Stock Awards and Stock Vested

    | | Time-Based | | Performance-Based | | Total | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Michael D. Peduzzi | 894 | 18,124 | — | — | 894 | 18,124 | | Tito L. Lima | 1,151 | 26,259 | 345 | 8,321 | 1,496 | 34,580 | | Richard L. Greslick, Jr. | 1,955 | 47,155 | 1,150 | 27,738 | 3,105 | 74,893 | | Martin T, Griffith | 1,422 | 34,299 | 575 | 13,869 | 1,997 | 48,168 | | Leanne D. Kassab | 998 | 24,072 | 610 | 14,713 | 1,608 | 38,785 |

  45. Restricted Stock Awards and Stock Vested

    (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.

  46. Pension Benefits

    Pension Benefits

  47. Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan

    Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan 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 and Executive Defined Contribution Plan.

  48. Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan

    | Name | Plan | Executive Contributions in 2023(1) ($) | Corporation Contributions in 2023(2) ($) | Aggregate Earnings in 2023(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023 ($) | | Michael D. Peduzzi | Executive Deferred Compensation | 77,635 | — | 8,836 | — | 133,832 | | Tito L. Lima | Executive Defined Contribution (5) | — | 49,507 | 4,476 | — | 116,369 | | Richard L. Greslick, Jr. | Executive Deferred Compensation | 68,155 | — | 31,294 | — | 482,703 | | Martin T. Griffith | Executive Deferred Compensation | — | — | — | — | — | | Leanne D. Kassab (4) | Executive Deferred Compensation | 33,774 | — | 4,355 | — | 62,516 | | Leanne D. Kassab (4) | Executive Defined Contribution (5) | — | 71,144 | 6,594 | — | 171,448 |

  49. Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan

    (1) Executive contributions are included in the applicable amounts within the salary column of the Summary Compensation Table. (2) Corporation contributions are included in the applicable amounts within the other compensation column of the Summary Compensation Table. (3) Amounts in this column represent all interest and earnings on Executive Deferred Compensation Plan and Executive Defined Contribution Plan account balances during fiscal 2023. The “above-market” portion of this interest and earnings is included in the fiscal 2023 amounts in the Summary Compensation table under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” for those participating in an Executive Defined Contribution Plan. (4) Ms. Kassab is party to both the Executive Deferred Compensation Plan and the Executive Defined Contribution Plan. (5) Effective September 30, 2023, the Executive Defined Contribution Plan established for Mr. Lima and Ms. Kassab was amended to freeze the plan with no further contributions to be made and all balances to be vested as of the amendment date.

  50. CEO PAY RATIO

    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 median of the annual total compensation of our employees and the annual total compensation of Mr. Michael D. Peduzzi, our CEO, as of December 31, 2023. As of December 31, 2023, our most recently completed fiscal year, the annual total compensation of our median employee was $51,549 and the annual total compensation of our CEO, as reported in the “Summary Compensation Table” included in this Proxy Statement, was $1,175,410. As a result, the annual total compensation of our CEO was 23 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: 1.We determined that, as of December 31, 2023, our employee population consisted of 800 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees. a.In this Proxy Statement, we selected December 31, 2023, which is within the last three months of 2023, 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. 2.To identify the “median employee” from our employee population, we compared the total base salary and non-equity incentive compensation amount of our employees as reflected in our payroll records following the same methodology used to prepare the "Summary Compensation Table." 3.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. 4.Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation for our median employee of $51,549. 5.With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.