DEF 14A of CNB Financial Corp/Pa, Mar 16, 2026

DEF 14A of CNB Financial Corp/Pa

Filed Mar 16, 2026 · FY20250000736772-26-000035

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  1. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

    | Pay Versus Performance | 39 | | Stock Incentive Plan | 44 | | Grants of Plan-Based Awards | 44 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 45 | | Restricted Stock Awards and Stock Vested | 46 | | Pension Benefits | 46 | | Retirement Plan | 46 | | Supplemental Executive Retirement Plans | 46 | | Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan | 47 | | Termination and Change in Control Benefits | 48 | | Executive Compensation and Personnel Committee Interlocks and Insider Participation | 51 | | CEO PAY RATIO | 52 | | CERTAIN TRANSACTIONS | 53 | | Code of Ethics | 53 | | Policies and Procedures Regarding Transactions with Related Persons | 53 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF CNB COMMON STOCK AND CNB MANAGEMENT | 54 | | EQUITY COMPENSATION PLAN INFORMATION | 55 | | OTHER MATTERS | 56 | | Delinquent Section 16(a) Reports | 56 | | Other Matters to Come Before the 2025 Annual Meeting | 56 | | Shareholder Proposals for the 2026 Annual Meeting | 56 | | Householding of Proxy Materials | 56 | | APPENDIX A | 57 |

  2. PROPOSAL 1. ELECTION OF DIRECTORS

    PROPOSAL 1. ELECTION OF DIRECTORS CNB’s 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 CNB for the ensuing year at thirteen. CNB’s 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 Class 1 and Class 2 directors at four and the number of Class 3 directors at five. Each 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; provided, however, that the Board may waive the mandatory retirement age in its discretion solely in connection with director appointments made as part of, or in direct relation to, the completion of a business combination. Effective July 23, 2025, in connection with and effective upon the completion of CNB’s merger with ESSA Bancorp, Inc. (“ESSA”), in accordance with the terms of the Agreement and Plan of Merger for the transaction, the Board appointed Gary S. Olson as a Class 1 director, Daniel J. Henning as a Class 2 director and Robert C. Selig, Jr. as a Class 3 director, each to serve for a term expiring at the Annual Meeting. In connection with their appointments, the Board determined to waive the mandatory retirement age for each of Messrs. Olson, Henning and Selig. Pursuant to the terms of the Agreement and Plan of Merger for the ESSA merger, the Board agreed to nominate each of Messrs. Olson, Henning and Selig for election to the Board at the Annual Meeting. The Board, upon recommendation of the Corporate Governance/Nominating Committee of the Board (the “CGN Committee”), has nominated (i) Jeffrey S. Powell, Gary S. Olson, Francis X Straub, III and Peter C. Varischetti for election at the Annual Meeting to Class 1 of the Board, (ii) Daniel J. Henning for election at the Annual Meeting to Class 2 of the Board, and (iii) Robert C. Selig, Jr. for election at the Annual Meeting to Class 3 of the Board. The experience, qualifications, and other attributes, of each of these nominees, as well as the continuing directors, are described below under “Information as to Nominees and Other Directors.” The four Class 1 nominees named below are nominated to serve as Class 1 directors to hold office for a three-year term expiring at the annual meeting in the year 2029. The one Class 2 nominee named below is nominated to serve as a Class 2 director to hold office for a two-year term expiring at the annual meeting in the year 2028. The one Class 3 nominee named below is nominated to serve as a Class 3 director to hold office for a one-year term expiring at the annual meeting in the year 2027. Each of the nominees has consented to be named in this proxy statement and has agreed to serve, if elected, and CNB has no reason to believe that any of them will be unable to serve if elected. If, for any reason, any of the nominees named below should become unavailable for election at the time of the Annual Meeting, it is the intention of the persons named as proxies to vote the shares to which the proxy relates for the election of such other person or persons as may be designated by the Board. If for any reason these nominees prove unable or unwilling to stand for election or cease to qualify to serve as directors, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancies.

  3. Information as to Nominees and Other Directors

    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 CNB. Also set forth in the tables is certain other information with respect to each such person’s age at December 31, 2025, the periods during which such person has served as a director of the Corporation, and positions currently held with CNB. 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 CGN Committee and the Board to determine that such person should serve as a director as of the time of filing of this Proxy Statement. The CGN Committee believes that each director brings a strong and unique background and set of skills to the Board, giving the Board a collective 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.

  4. Nominees

    Nominees The following Class 1 directors for a three-year term expiring at the time of the annual meeting in 2029.

  5. Nominees

    | Name | Age at December 31, 2025 | Business Experience (Past Five Years) | Positions Held at CNB | Director Since | | Jeffrey S. Powell Independent Director | 61 | Chairperson of the Board, appointed effective January 1, 2024 President, JJ Powell, Inc. | — | 12/27/1994 | | Gary S. Olson | 71 | Director of ESSA Bancorp, Inc President and Chief Executive Officer of ESSA Bancorp, Inc. and ESSA Bank & Trust | Special Advisor to the Chief Executive Officer of CNB Bank | 7/23/2025 | | Francis X. Straub, III Independent Director | 65 | President/CEO of U.S. Complete Care Inc. | — | 4/19/2015 | | Peter C. Varischetti Independent Director | 56 | President, Varischetti Holdings, LP | — | 8/11/2015 |

  6. Nominees

    The following Class 2 director for a two-year term expiring at the time of the annual meeting in 2028.

  7. Nominees

    | Name | Age at December 31, 2025 | Business Experience (Past Five Years) | Positions Held at CNB | Director Since | | Daniel J. Henning Independent Director | 73 | Director of ESSA Bancorp, Inc Owner of A.C. Henning Enterprises, Inc Partner in AMD/Henning Leasing | — | 7/23/2025 |

  8. Nominees

    The following Class 3 director for a one-year term expiring at the time of the annual meeting in 2027.

  9. Nominees

    | Name | Age at December 31, 2025 | Business Experience (Past Five Years) | Positions Held at CNB | Director Since | | Robert C. Selig, Jr. Independent Director | 77 | Director of ESSA Bancorp, Inc President of Selig Construction Company | — | 7/23/2025 |

  10. Nominees

    Jeffrey S. Powell has served as Chairperson of the Board since January 1, 2024, and has served as a director of both CNB and CNB Bank for over 30 years. Prior to becoming Chairperson of the Board, Mr. Powell served as the Chairperson of the Audit Committee of the Board (the “Audit Committee”) for 26 years. He is currently the President of JJ Powell Inc., a petroleum marketer, as well as Snappy’s Convenience Stores. He is a graduate of The Pennsylvania State University where he earned a degree in Business Administration. Mr. Powell’s extensive executive experience in the petroleum marketing and retail convenience industry, as well as nearly three decades of serving on the boards of directors of CNB and CNB Bank, provide strong knowledge regarding finance, operations compliance and planning to the Board. Gary S. Olson serves as a Strategic Advisor to CNB Bank, providing guidance and expertise in a consultative capacity. Mr. Olson joined the boards of directors of CNB and CNB Bank in July 2025 following CNB’s acquisition of ESSA Bancorp, Inc. Mr. Olson previously served as President and Chief Executive Officer of ESSA Bancorp, Inc. (formerly Nasdaq: ESSA) and its subsidiary bank, ESSA Bank & Trust from 2000 until its merger with CNB in July 2025, having begun his career there in 1977. Mr. Olson also served as a director of ESSA Bancorp, Inc. since its founding in April 2007 and as a director of ESSA Bank & Trust since 2000. He is a graduate of East Stroudsburg University. Mr. Olson’s extensive banking experience and deep knowledge of local markets enhance the breadth of experience on the Board. Francis X. Straub, III is President/Chief Executive Officer of U.S. Complete Care Inc. Mr. Straub brings a diverse background in healthcare and entrepreneurship, deeply rooted in his family’s pharmacy legacy spanning four decades. Mr. Straub’s commitment to community and industry is evident through his numerous board positions, including his role as Chairman of the Board of Directors of Value Drug Company and Straub Brewery Inc. Furthermore, his business acumen extends to industrial manufacturing, oil and gas production, medical services, and commercial real estate development. Mr. Straub is an alumnus of Duquesne University, where he earned a Bachelor of Science degree in pharmacy. Mr. Straub’s extensive business experience across multiple industries provides a valuable perspective to the Board. Peter C. Varischetti serves as President of Varischetti Holdings, LP, a privately held holding company with business interests in manufacturing, gas field services, fabrication, electrical contracting, automation and control systems, and real estate. He is also President of Varischetti Sports, LLC, which holds a minority ownership interest in the Pittsburgh Steelers. In these roles, Mr. Varischetti is responsible for the strategic leadership and oversight of multiple businesses across diverse industries, including responsibility for financial reporting, capital allocation, and merger and acquisition activities. Mr. Varischetti has served on the Audit Committee since 2017. His executive experience has provided him with a strong working knowledge of generally accepted accounting principles, the ability to evaluate financial statements of comparable complexity to those of CNB, and an understanding of internal control over financial reporting and audit committee functions. In addition to his business activities, Mr. Varischetti is actively involved in charitable and civic organizations. He serves on the Board of Trustees of the University of Pittsburgh, where he chairs the Governance, Nominating and Trusteeship Committee and serves on the Property and Facilities and Executive Committees. He also serves on the Board of Directors of UPMC. Mr. Varischetti is Chairman of the Brockway Center for Arts and Technology and serves on the Erie Diocesan Finance Council, the Parish Finance Council of St. Tobias Church, the Finance Committee of DuBois Central Catholic, and the Board of Directors of The Frank Varischetti Foundation. Mr. Varischetti holds a Bachelor of Science in Business Administration from the University of Pittsburgh. The Board believes that Mr. Varischetti’s executive leadership and financial expertise provide significant value, particularly in the areas of accounting and financial reporting. Daniel J. Henning is the Owner of A.C. Henning Enterprises, Inc., a builder and developer of multi-family and commercial projects in the Pocono area. He is also a partner in AMD/Henning Leasing, a family-owned real estate holding partnership. He joined the boards of directors of CNB and CNB Bank in July 2025 following CNB’s acquisition of ESSA Bancorp, Inc. Prior to this, Mr. Henning served as a director of ESSA Bancorp, Inc. (formerly Nasdaq: ESSA) since its founding in April 2007, and as a director of ESSA Bank & Trust since 1995. Mr. Henning has previously served on several public authorities in Monroe County. Mr. Henning’s extensive experience as a real estate developer and local business owner, combined with his extensive board experience, makes him a valuable asset to the Board as the organization continues to grow and serve its markets. Robert C. Selig, Jr. retired as the President of Selig Construction Company in 2024, a role he held since 1972. Selig Construction Company specializes in landscape and nursery services. Mr. Selig joined the boards of directors of CNB and CNB Bank in July 2025, following CNB’s acquisition of ESSA Bancorp, Inc. Prior to this, Mr. Selig served as a director of ESSA Bancorp, Inc. (formerly Nasdaq: ESSA) since its founding in April 2007 and as a director of ESSA Bank & Trust since 1990. Mr. Selig is a graduate of West Side Area Vocational/Technical School. Mr. Selig’s experience as a local businessman focusing on real estate matters is of great value to the Board. There are no arrangements or understandings between any director nominee and any other person pursuant to which they were selected as a director nominee.

  11. Continuing Directors

    Continuing Directors The following Class 3 directors' terms expire at the time of the annual meeting in 2027.

  12. Continuing Directors

    | Name | Age at December 31, 2025 | Business Experience (Past Five Years) | Positions Held at CNB | Director Since | | Michael Obi Independent Director | 58 | President, UBIZ Venture Capital Chief Executive Officer, Spectrum Global Solutions | — | 9/14/2021 | | Michael D. Peduzzi | 60 | President and Chief Executive Officer, CNB Financial Corp. and CNB Bank President & Chief Operating Officer, CNB Bank Senior Vice President and Chief Financial Officer, Mid Penn Bancorp, Inc | President and Chief Executive Officer, CNB Financial Corporation. and CNB Bank President & Chief Operating Officer, CNB Bank | 1/1/2023 | | Joel E. Peterson Independent Director | 67 | Chairman/CEO, Clearfield Wholesale Paper | — | 9/13/2011 | | Richard B. Seager Independent Director | 68 | Owner, Ritri Holdings, LLC President and CEO, Journey Health System | — | 12/14/2010 |

  13. Continuing Directors

    Michael Obi is President & Chief Executive Officer (“CEO”) of UBIZ Venture Capital and Spectrum Global Holdings, LLC, in Cleveland, Ohio. He has over 17 years of experience working in banking and financial services, including executive leadership positions at KeyBank, Bank of America, Wells Fargo, and Truist. Before launching Spectrum Global Holdings, LLC, he served as Senior Vice President for KeyBank’s Retail and Business Banking Segments. Mr. Obi has served and continues to serve on various boards within the Cleveland community. He also heads economic development strategies for the Urban League of Greater Cleveland. Mr. Obi obtained both his Bachelor of Science degree in Accounting and Master of Business Administration from the Coggins School of Business at the University of North Florida in Jacksonville, Florida. Michael is a graduate of the Columbia University’s Senior Executive Business Program on Private Equity and Venture Capital. The Board believes that Mr. Obi, through his extensive experience in all areas of banking, including retail, commercial, operations, and finance, provides a significant depth of knowledge of the industry to the Board. Michael D. Peduzzi is the President and CEO of CNB and CNB Bank. He joined CNB as the President and Chief Operating Officer of CNB Bank in August 2021, and assumed his current President and CEO roles for both CNB and CNB Bank in 2022. Mr. Peduzzi has over 30 years of experience working for companies in the banking and financial services industry while maintaining his Certified Public Accounting license continuously throughout that same period. Prior to joining CNB, Mr. Peduzzi served as an executive at other publicly-held financial institutions, including as the Senior Executive Vice President and Chief Financial Officer of Mid Penn Bancorp, Inc. from 2016 through August 2021. He also held Executive and Chief Financial Officer roles at Codorus Valley Bancorp and Union National Financial Corp and was the Corporate Audit Executive for Keystone Financial Inc. Mr. Peduzzi graduated from The Pennsylvania State University with a Bachelor of Science degree in Accounting. He is a member of both the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. Mr. Peduzzi’s experience, spanning over three decades in the banking and financial services industry, provides extensive industry experience, knowledge and leadership to the Board. Joel E. Peterson is the Chairman/CEO of Clearfield Wholesale Paper Company, a fourth-generation business that is over one hundred years old providing supplies to companies in several states. His previous employment was in banking for several years as a credit and loan origination analyst. Currently, Mr. Peterson serves on the DuBois Educational Foundation as the Development Committee Chair and previously served as the Chairman of the Clearfield Jefferson Regional Airport Authority with duties that included working with state and federal agencies. He has also served as President of the Bucktail Council of the Boy Scouts of America and President of the Clearfield YMCA. Mr. Peterson is a graduate of Pennsylvania State University with a major in Accounting and Marketing. Mr. Peterson, by virtue of his executive service and business and community involvement in the CNB market, brings meaningful corporate governance experience to the Board. Richard B. Seager has over 30 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. He obtained his Bachelor of Science degree from Gannon University. 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 multiple companies. The following Class 2 directors' terms expire at the time of the annual meeting in 2028.

  14. Continuing Directors

    | Name | Age at December 31, 2025 | Business Experience (Past Five Years) | Positions Held at CNB | Director Since | | Deborah Dick Pontzer Independent Director | 65 | President of Grow Rural PA Economic & Workforce Specialist for Congressman Glenn Thompson | — | 6/10/2003 | | Nicholas N. Scott Independent Director | 53 | Vice President/Owner Scott Enterprises | — | 5/14/2013 | | Julie M. Young Independent Director | 52 | Employment Attorney, JMY Law, LLC | — | 5/14/2019 |

  15. Continuing Directors

    Deborah Dick Pontzer is the President of Grow Rural PA, specializing in economic and community development. In her current capacity, she works with business, industry, and communities doing strategic planning, identifying and obtaining the resources for impactful, equitable economic growth through infrastructure development, capacity building, job creation, retention and recruitment. Her prior experience includes serving as an economic development and workforce specialist for U.S. Congressmen, John E. Peterson and Glenn Thompson, and as a senior associate for Coopers & Lybrand in the Business Investigation Services unit. She is active in her community, serving on various boards. Ms. Pontzer earned a Bachelor of Arts degree from Mount Holyoke College and a Master of Business Administration from the American Graduate School of International Management, a division of Arizona State University. Ms. Pontzer’s experience delivering meaningful economic outcomes enables her to provide a valuable perspective to the Board. Nicholas N. Scott is Vice President/Owner of Scott Enterprises, a family owned-hospitality enterprise based in Erie, Pennsylvania, focused on restaurants and hotels, including two resorts. Mr. Scott has served in this role since 1995. Mr. Scott also serves on numerous boards in his community. Mr. Scott has a degree in Hotel, Restaurant, and Institutional Management from The Pennsylvania State University. 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 with 25 years of experience focused on management-side employment law. Since 2016, Ms. Young has led her own boutique law firm specializing in human resources and employment law for employers. Ms. Young works closely with small and mid-sized businesses in the Central Ohio area and across the nation to provide comprehensive legal services and compliance support in all aspects of human resources law. Ms. Young is a frequent speaker on employment law and human resource topics including employment agreements, federal and state legal compliance, wage matters, and anti-harassment and anti-discrimination policies and practices. Ms. Young is active in her community and also serves as a member of the Board of Advisors of FCBank, a division of CNB Bank, headquartered in Worthington, Ohio. Ms. Young received a Bachelor of Arts degree from Miami University and Juris Doctorate from The Ohio State University Mortiz College of Law. The Board believes that Ms. Young’s qualifications, including her broad human resources and employment law experience as well as her knowledge of and involvement in the Central Ohio market, will provide critical support to CNB’s business and strategic goals.

  16. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The ECC believes appropriate compensation is critical to attracting, retaining, and motivating the Board. The ECC is responsible for reviewing and recommending the director’s compensation to the Board. The ECC regularly reviews director fees for non-employee directors and considers market analyses provided by a third-party compensation consultant.

  17. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table

  18. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Jeffrey S. Powell | 124,900 | 31,574 | 156,474 | | Daniel J. Henning (3) | 21,083 | — | 21,083 | | Michael Obi | 61,800 | 31,574 | 93,374 | | Gary S. Olson (3) | 20,583 | 34,980 | 55,563 | | Joel E. Peterson | 54,400 | 31,574 | 85,974 | | Deborah Dick Pontzer | 55,700 | 31,574 | 87,274 | | Nicholas N. Scott | 57,400 | 31,574 | 88,974 | | Richard B. Seager | 53,300 | 31,574 | 84,874 | | Robert C. Selig, Jr. (3) | 17,883 | — | 17,883 | | Francis X. Straub, III | 55,800 | 31,574 | 87,374 | | Peter C. Varischetti | 61,200 | 31,574 | 92,774 | | Julie Young | 57,400 | 31,574 | 88,974 |

  19. 2025 Non-Employee Director Compensation Table

    (1) Includes amounts deferred at the election of the director pursuant to the Deferred Compensation Plan for Non-Employee Directors. (2) Total stock award value computed using the closing price on the date of the award ($22.83 as of May 14, 2025) multiplied by the number of shares awarded (1,383 shares), for all directors except Mr. Olson, whose total stock award value was computed using the closing price on the date of his award ($22.28 as of August 6, 2025) multiplied by the number of shares awarded (1,570 shares). (3) Messrs. Henning, Olson, and Selig, Jr were appointed to the Board, effective as of the date of the merger of ESSA and CNB, July 23, 2025.

  20. Compensation Philosophy

    | Key Objectives | How our Compensation Program Supports this Objective | | Attract, retain, and motivate key executives to enhance shareholder value | •Provides competitive total compensation opportunities that target pay within a reasonable range of the Market 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 NEOs through long-term incentive awards that include multi-year vesting conditions | | Align the financial interests of the NEOs with those of CNB's shareholders through relevant incentive-based compensation elements | •Provides incentives aligned with CNB’s strategic business plan, motivating performance that supports shareholder interests and drives long term value creation •Requires stock ownership through stock ownership guidelines | | Provide a total compensation program that recognizes individual contributions and supports overall business results | •Uses a balanced scorecard approach for incentives to link day-to-day business decisions and execution of strategic plans and incentive payouts •Incorporate risk-mitigating factors into the incentive program to discourage taking undue risk |

  21. Compensation Highlights

    Compensation Highlights Summarized below are highlights with respect to our executive compensation program in 2025: •Measured absolute performance in CNB’s annual short-term incentives using a team-based approach with four common performance goals included in the scorecard for all NEOs, except for Mr. Peduzzi, who has one additional performance goal; •Continued to provide a significant portion of executive compensation in incentive-based pay (ensuring a pay-for-performance alignment); •Used a long-term incentive program combining time-based and performance-based awards to drive sustained shareholder value creation and strengthen alignment with shareholders; •With the assistance of an independent consultant, reviewed CNB’s executive compensation program to validate its effectiveness; •Continued to maintain a clawback policy; •Continued to require executives to meet or make reasonable progress toward achieving stock ownership guidelines; and •Retained risk mitigation features, such as using balanced performance metrics and an overall risk modifier based on credit quality metrics.

  22. Compensation Determination Process

    Compensation Determination Process The Role of the ECC The ECC is composed of six independent directors (as defined by the NASDAQ independence standards) selected from the Board. The ECC has overall responsibility for reviewing, establishing, and administering the policies that govern CNB’s executive compensation program. It determines the compensation of the NEOs and such determinations are submitted to the Board for ratification. In discharging these responsibilities, the ECC seeks to maintain a position of both independence and alignment in balancing the interests of CNB’s shareholders with those of the NEOs. The ECC also seeks to evaluate the reasonableness of the NEO’s compensation with regard to equity relative to internal peers, external peers and market value measures. The ECC has not delegated any of its responsibilities to individual members of the ECC or to a subcommittee of the ECC, although it has the discretion to do so. The ECC has a charter, a copy of which is available on CNB’s website at www.cnbbank.bank. The ECC meets regularly to address compensation matters, conducts executive sessions without management, and considers inputs from its independent third-party 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 scope of the consulting engagement. The ECC has direct access to outside advisors and consultants throughout the year. In 2025, the ECC engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm specializing in executive and board compensation matters and related governance issues. The ECC has used Meridian as the external compensation consultant for several consecutive years, ensuring consistent measurement and monitoring of CNB’s executive compensation program and following up on the implementation of prior-year initiatives. Meridian worked with the ECC to conduct executive and board compensation benchmarking, review market trends and best practices, and evaluate base salaries and performance-based short- and long-term incentives for CNB’s executives. Meridian reported directly to the ECC and carried out its assigned responsibilities. After careful review, the ECC determined that Meridian satisfies the NASDAQ independence standards and identified no conflicts of interest in relation to the scope of its services to CNB and the ECC. The Role of Management At the request of the ECC, the CEO and other executive officers may be present at ECC meetings for discussion purposes. None of the CEO or other executive officers, however, may be present during any deliberations or votes concerning their respective compensation. The CEO and other executive officers are not involved in the ECC's decisions, nor do they have a vote on any matters brought before the ECC. The ECC solicits the recommendations of CNB’s President and 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 President and CEO, the ECC considers benchmarking studies and best practices from Meridian, as well as internally developed goals from the Board to align the President and CEO’s performance with CNB’s strategic initiatives.

  23. Competitive Benchmarking

    Competitive Benchmarking Each year, 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 benchmarking study of CNB’s executive compensation program. An updated version of Meridian’s annual market compensation analysis served as a reference and key input for the ECC to set 2025 executive compensation levels, establish the NEO short- and long-term incentive program, and assess the historical pay-for-performance relationship. In addition, the benchmarking study provided the ECC with an independent and objective evaluation of each compensation element and the total target pay relative to market and peer practices, including an assessment of pay mix and pay-for-performance alignment. In developing a market reference for its compensation review, Meridian used data from the (i) proxy statements of a peer group comprised of 20 exchange-traded financial corporations and (ii) published financial services industry compensation surveys. Meridian developed the peer group using objective parameters that reflect financial corporations of similar size (assets between half to twice CNB’s asset size when the peer group was developed), geographic region, and business model. The ECC reviewed and approved the peer group as developed and recommended by Meridian. The peer group is annually 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 CNB or the peer institutions. Overall, the goal is to have 15 to 25 comparative financial corporations that approximate CNB’s asset size and region and provide a market perspective for NEO total compensation. The following 20 financial corporations comprised the peer group used for 2025 competitive benchmarking:

  24. Competitive Benchmarking

    | Peer Group Company | Ticker Symbol | | Park National Corporation | PRK | | S&T Bancorp, Inc. | STBA | | Peoples Bancorp Inc. (1) | PEBO | | Premier Financial Corp.(2) | PFC | | Stock Yards Bancorp, Inc. | SYBT | | Tompkins Financial Corporation | TMP | | Univest Financial Corporation | UVSP | | City Holding Company | CHCO | | Financial Institutions, Inc. | FISI | | Community Trust Bancorp, Inc. | CTBI | | Shore Bancshares, Inc. | SHBI | | Mid Penn Bancorp, Inc. | MPB | | Farmers National Banc Corp. | FMNB | | Carter Bankshares, Inc. | CARE | | Arrow Financial Corporation | AROW | | Primis Financial Corp. | FRST | | Civista Bancshares, Inc. | CIVB | | Burke & Herbert Financial Services Corp. | BHRB | | Peoples Financial Services Corp. | PFIS | | MVB Financial Corp. | MVBF |

  25. Competitive Benchmarking

    (1) Peoples Bancorp Inc. was acquired by Cornerstone Capital Bancorp, Inc on March 2, 2026. The information for the peer benchmarking utilized reporting periods prior to the acquisition date and was not impacted by the acquisition. (2) Premier Financial Corp. was acquired by WesBanco, Inc., Inc on February 28, 2025. The information for the peer benchmarking utilized reporting periods prior to the acquisition date and was not impacted by the acquisition.

  26. 2025 Compensation Program and Pay Decisions

    (1) Mr. Noah's 2024 annual base salary was adjusted from $250,900 to $342,004 on July 1, 2024 to reflect his appointment as Chief Operating Officer Annual Incentives The primary objective of CNB’s annual incentive program is to motivate and reward employees for achieving performance goals that support its strategic plan. The annual incentive plan (the “Incentive Plan”) uses a balanced scorecard approach. The performance measures and goals are selected and approved by the ECC, and then affirmed by the Board, at the beginning of each year. The ECC reviews CNB’s Incentive Plan annually. Each NEO has a target opportunity based on their position at CNB and competitive market data. For 2025, the target incentive opportunity for the CEO was increased from 28.75% to 50.00%, and for the other NEOs, it was increased from 20.13% to 35.00%. The ECC increased NEOs' target incentive opportunities to better align with the competitive market. The CEO can earn 40% to 130% of the target, while other NEOs can earn 42.86% to 142.86% of the target for minimum and stretch performance, respectively. Incentive payouts will be interpolated for performance at or above target, while no interpolation will be applied for performance between minimum and target. Also, there will be no payout if the minimum performance goal is not met.

  27. 2025 Compensation Program and Pay Decisions

    For 2025 , the ECC selected, and the Board approved, the following four financial metrics for the Incentive Plan: (i) fully-diluted EPS; (ii) efficiency ratio (fully tax equivalent basis); (iii) organic loan growth (excluding syndicated loans); and (iv) deposit growth (excluding time deposits). For Mr. Peduzzi, the President and CEO, the ECC added a qualitative portion to his scorecard as a fifth component. The qualitative portion is based on his board-rated performance against certain objectives for the year. The tables below summarize the annual incentive plan scorecard and the actual performance achievement for (i) Mr. Peduzzi and (ii) for other NEOs. Michael D. Peduzzi – President and Chief Executive Officer:

  28. 2025 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% |

  29. 2025 Compensation Program and Pay Decisions

    | NEO | Title | 2025 Actual Incentive Payout ($) | 2025 Actual Incentive Payout as % of Target Opportunity | 2025 Actual Incentive Payout as % of Base Salary | | Michael D. Peduzzi | President & Chief Executive Officer of CNB and CNB Bank | 309,273 | 94.58% | 47.29% | | Tito L. Lima | Senior Executive V.P. & Chief Financial Officer and Treasurer of CNB and CNB Bank | 122,996 | 97.89% | 34.26% | | Martin T. Griffith | Senior Executive V.P., Chief Revenue Officer of CNB Bank | 130,888 | 97.89% | 34.26% | | Michael J. Noah | Executive V.P., Chief Operating Officer | 119,914 | 97.89% | 34.26% | | Angela D. Wilcoxson | Executive V.P., Chief Commercial Banking Officer of CNB Bank | 118,899 | 97.89% | 34.26% |

  30. 2025 Compensation Program and Pay Decisions

    Long-Term Incentives CNB believes that its NEOs should be invested in CNB and aligned with shareholder risks and rewards. The Long-Term Incentive Program (“LTIP”) consists of equally weighted performance-based and time-based restricted stock awards to reinforce long-term alignment with shareholders, promote stock ownership, and support retention of key executives. Long-term incentive opportunities are generally set to be equal in value across the NEOs' respective corporate levels and are determined by the ECC, taking into account competitive market data, CNB’s performance, and the individual NEO’s performance, role, contributions, and long-term potential with CNB. The long-term incentive grants made to the NEOs in 2025 are summarized below.

  31. 2025 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 | 41% | 270,672 | 5,928 | 5,928 | | Tito L. Lima | 31% | 112,780 | 2,470 | 2,470 | | Martin T. Griffith | 30% | 112,780 | 2,470 | 2,470 | | Michael J. Noah | 26% | 90,224 | 1,976 | 1,976 | | Angela D. Wilcoxson | 26% | 90,224 | 1,976 | 1,976 |

  32. 2025 Compensation Program and Pay Decisions

    (1) The number of shares granted is determined by the grant value divided by the grant date closing price, $22.83 (based on a grant date of May 14, 2025). 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 the grant). The performance-based restricted stock awards granted in 2025 provide the NEOs with the opportunity to receive between 0% and 150% of the target awards based on CNB’s achievement of the following performance goals during the three-year performance period that began on January 1, 2025 and will end on December 31, 2027. The metrics were selected to reflect performance goals aligned with enhancing long-term shareholder value.

  33. 2025 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 CNB or CNB 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.

  34. Timing of Certain Equity Awards

    Timing of Certain Equity Awards We do not currently grant awards of stock options, stock appreciation rights, or similar option-like awards as part of our compensation program. We do not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of executive compensation.

  35. 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 CNB are not reasonably likely to have a material adverse effect on CNB as a whole. Several features of CNB’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 the 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; •CNB's annual incentive program limits individual payout amounts to not exceed 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 CNB and maintain a long-term shareholder value building perspective; •CNB has a clawback policy that allows for the recoupment of any cash and/or equity annual or long-term incentive compensation payouts following certain triggering events; •The NEOs are subject to stock ownership guidelines, as discussed above, which CNB believes support greater alignment of the NEOs’ interests with the interests of its shareholders; •CNB uses 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, CNB employs an appropriate peer group derived from a standardized process; and •CNB retains an independent compensation consultant who keeps the ECC aware of market trends and best practices.

  36. Summary Compensation Table

    Summary Compensation Table The following table presents, for the three years ended December 31, 2025, 2024, and 2023, the cash compensation paid by CNB and its subsidiaries, as well as certain other compensation paid or accrued for those years, to each of the NEOs.

  37. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Restricted Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Michael D. Peduzzi | 2025 | 653,993 | 65,000 | 270,672(6) | 309,273 | 169,264 | 32,282 | 1,500,484 | | President and Chief Executive Officer of CNB; Chief Executive Officer of CNB Bank | 2024 | 623,000 | — | 299,977 | 61,116 | 182,556 | 33,302 | 1,199,951 | | | 2023 | 623,000 | — | 199,991 | 54,513 | 240,157 | 57,749 | 1,175,410 | | Tito L. Lima | 2025 | 359,008 | 35,000 | 112,780(6) | 122,996 | 256,223 | 41,566 | 927,573 | | Chief Financial Officer and Treasurer of CNB; Senior Executive Vice President and Chief Financial Officer of CNB Bank | 2024 | 348,010 | 15,000 | 99,961 | 6,403 | 257,448 | 38,556 | 765,378 | | | 2023 | 330,044 | — | 99,953 | 25,413 | 64,164 | 114,627 | 634,201 | | Martin T. Griffith | 2025 | 382,044 | 1,500 | 112,780(6) | 130,888 | 300,582 | 40,627 | 968,421 | | Senior Executive Vice President and Chief Revenue Officer of CNB Bank | 2024 | 370,006 | 15,000 | 99,961 | 6,808 | 630,548 | 35,517 | 1,157,840 | | | 2023 | 351,000 | — | 99,953 | 27,027 | 125,237 | 60,479 | 663,696 | | Michael J. Noah (7) | 2025 | 350,012 | 3,000 | 90,224(6) | 119,914 | — | 54,735 | 617,885 | | Executive Vice President, Chief Operating Officer of CNB Bank | | | | | | | | | | Angela D. Wilcoxson (7) | 2025 | 347,048 | 1,500 | 90,224(6) | 118,899 | — | 25,659 | 583,330 | | Executive Vice President, Chief Commercial Banking Officer of CNB Bank | 2024 | 336,024 | 15,000 | 74,981 | 6,183 | — | 43,686 | 475,874 |

  38. Summary Compensation Table

    (1) The 2025 amount reflects the bonus amount awarded to each NEO for their respective efforts related to the ESSA merger transaction completed in 2025. The 2024 amount reflects the discretionary adjustment approved by the Board with respect to each NEO’s short term award (other than that of the CEO). (2) This column reflects shares of restricted stock awarded under the CNB Financial Corporation 2025 Omnibus Incentive Plan (the “2025 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-year period. The shares of performance-based restricted stock performance awards cliff vest at the end of a three-year performance period. The shares continue to be subject to risk of forfeiture, which will lapse upon vesting. (3) Amount represents annual cash incentive payments earned under CNB’s Incentive Plan, prior to any discretionary adjustment by the Board. (4) Amount reflects the change in value of the CNB’s non-qualified supplemental executive retirement plans with each of Messrs. Peduzzi, Lima, and Griffith, based on plans established or amended as reported in the Current Report on Form 8-K dated October 2, 2023. Additionally, for Mr. Lima the amount includes above-market interest or earnings credited on deferred compensation under CNB’s nonqualified deferred compensation plans, as calculated pursuant to Item 402(c)(2)(viii)(B) of SEC Regulation S-K, of $2,203. 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 CNB's nonqualified deferred compensation plans is provided in the subsection of this document titled “Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan.” (5) Amounts stated in the "All Other Compensation" column for 2025 include:

  39. Summary Compensation Table

    | Name | Profit Sharing Contribution * ($) | 401(k) Match Contribution ($) | Life Insurance Premiums ($) | Auto Benefits ($) | Club Dues ** ($) | Total ($) | | Michael D. Peduzzi | — | 17,500 | 1,159 | 13,623 | — | 32,282 | | Tito L. Lima | — | 17,500 | 1,246 | 16,213 | 6,607 | 41,566 | | Martin T. Griffith | — | 17,500 | 1,578 | 6,154 | 15,395 | 40,627 | | Michael J. Noah | 15,717 | 17,500 | 660 | 6,234 | 14,624 | 54,735 | | Angela D. Wilcoxson | — | 17,500 | 813 | 1,557 | 5,789 | 25,659 |

  40. Summary Compensation Table

    *NEOs are ineligible to receive profit-sharing contributions starting the first year following their achievement of NEO status. Thus, Mr. Noah will be ineligible for profit-sharing contributions for 2026. **It is the policy of CNB to pay dues to certain service and social organizations for executive officers who choose to use such benefit. (6) In 2025, 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 2025 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 NEO as follows: Mr. Peduzzi, $338,341; Mr. Lima, $140,975; Mr. Griffith $140,975; Mr. Noah, $112,780 and Ms. Wilcoxson, $112,780. CNB includes 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, 2025, 2024 and 2023. (7) Mr. Noah became a NEO for the first time for the 2025 calendar year. Ms. Wilcoxson became a NEO for the first time for the 2024 calendar year.

  41. Pay Versus Performance

    Pay Versus Performance

  42. 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) | | | | 2025 | 1,500,484 | — | 1,783,309 | — | 774,302 | 846,874 | 143 | 158 | 66,131 | 2.49 | | 2024 | 1,199,951 | — | 1,269,814 | — | 716,089 | 711,341 | 132 | 149 | 54,575 | 2.39 | | 2023 | 1,175,410 | — | 1,262,008 | — | 599,987 | 614,400 | 116 | 133 | 58,020 | 2.55 | | 2022 | 1,110,489 | 2,432,571 | 1,117,076 | 1,612,982 | 628,263 | 625,017 | 118 | 137 | 63,188 | 3.26 | | 2021 | — | 3,028,549 | — | 1,734,559 | 557,132 | 570,275 | 128 | 140 | 57,707 | 3.16 |

  43. 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 2025 CNB’s non-CEO NEOs were Tito L. Lima, Martin T. Griffith, Michael J. Noah, and Angela D. Wilcoxson. For fiscal year 2024 CNB’s non-CEO NEOs were Tito L. Lima, Martin T. Griffith, Angela D. Wilcoxson and Gregory M. Dixon. For fiscal year 2023 and 2022, CNB’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr., Martin T. Griffith, and Leanne D. Kassab. For fiscal years 2021 CNB’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 section above titled “Compensation Discussion and Analysis—Competitive Benchmarking”. The peer group used for 2025 included the addition of two banks that were not in the prior year’s peer group and the removal of four banks that were 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 CNB. The peer group TSR calculated using the 2022 peer group is presented below:

  44. Pay Versus Performance

    | Year | Value of Initial Fixed $100 Investment Based On: | | | | TSR | 2022 Peer Group TSR | | 2025 | 143 | 154 | | 2024 | 132 | 146 | | 2023 | 116 | 132 | | 2022 | 118 | 131 | | 2021 | 128 | 138 |

  45. 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 2025 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 2025 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, (i) the service cost, calculated as the actuarial present value attributable to services rendered during the reporting year, plus (ii) 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:

  46. Pay Versus Performance

    | CEO SCT Total to CAP Reconciliation – Michael D. Peduzzi | 2025 | 2024 | 2023 | 2022 | | SCT Total Compensation | $1,500,484 | $1,199,951 | $1,175,410 | $1,110,489 | | SCT Restricted Stock Awards | (270,672) | (299,977) | (199,991) | (50,001) | | Fair Value of New Unvested Equity Awards | 387,840 | 373,994 | 316,373 | 55,669 | | Change in Fair Value of Existing Unvested Equity Awards | 125,422 | (35,545) | (4,528) | (6,306) | | Change in Fair Value of Vesting Equity Awards | (1,915) | (1,701) | (3,144) | (105) | | Dividends on Unvested Equity Awards | 8,785 | 9,116 | 3,823 | 2,488 | | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | (169,264) | (182,556) | (240,157) | (278,205) | | Service Cost & Prior Service Cost | 202,629 | 206,532 | 214,222 | 283,047 | | CAP | $1,783,309 | $1,269,814 | $1,262,008 | $1,117,076 |

  47. Pay Versus Performance

    | CEO SCT Total to CAP Reconciliation – Joseph B. Bower, Jr. | 2022 | 2021 | | SCT Total Compensation | $2,432,571 | $3,028,549 | | SCT Restricted Stock Awards | (261,010) | (272,400) | | Fair Value of New Unvested Equity Awards | — | 286,041 | | Change in Fair Value of Existing Unvested Equity Awards | — | 76,316 | | Change in Fair Value of Vesting Equity Awards | 3,631 | 19,005 | | 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 | | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | (902,701) | (1,760,834) | | Service Cost & Prior Service Cost | 355,340 | 350,949 | | CAP | $1,612,982 | $1,734,559 |

  48. Pay Versus Performance

    | Average Non-CEO NEOs SCT Total to CAP Reconciliation | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total Compensation | $774,302 | $716,089 | $599,987 | $628,263 | $557,132 | | SCT Restricted Stock Awards | (101,502) | (87,471) | (99,953) | (76,257) | (66,438) | | Fair Value of New Unvested Equity Awards | 145,440 | 101,851 | 117,016 | 84,907 | 69,940 | | Change in Fair Value of Existing Unvested Equity Awards | 30,566 | (9,326) | (4,721) | (11,407) | 15,104 | | Change in Fair Value of Vesting Equity Awards | (3,515) | (5,300) | (7,198) | 2,085 | (969) | | Dividends on Unvested Equity Awards | 2,506 | 2,560 | 2,399 | 1,971 | 2,000 | | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings | (138,651) | (221,470) | (56,571) | (19,987) | (23,198) | | Service Cost & Prior Service Cost | 137,728 | 214,408 | 63,441 | 15,442 | 16,704 | | CAP | $846,874 | $711,341 | $614,400 | $625,017 | $570,275 |

  49. Pay Versus Performance Descriptive Disclosure

    Pay Versus Performance Descriptive Disclosure The following financial measures were determined by the Board to be the most important measures used to link its NEOs’ (including the President and Chief Executive Officer) CAP to CNB’s performance during the most recently completed fiscal year. •Fully-diluted EPS •Efficiency Ratio (fully tax equivalent basis) •Organic Loan Growth (excluding Syndicated Loans) •Deposit Growth (excluding Time Deposits) •Return on Equity

  50. Comparison of Compensation Actually Paid versus Corporation TSR

    Comparison of Compensation Actually Paid versus Corporation TSR The chart below displays the CAP to CNB’s President and Chief Executive Officer and the average CAP to its other non-CEO NEOs with our TSR for the past five years.

  51. Comparison of Compensation Actually Paid versus Net Income

    Comparison of Compensation Actually Paid versus Net Income The chart below compares the CAP to CNB’s President and Chief Executive Officer and the average of the CAP to its other non-CEO NEOs to net income for the past five years.

  52. 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 CNB’s President and Chief Executive Officer’s and average of the CAP to other non-CEO NEOs and CNB’s CSM, fully-diluted EPS for the past five years.

  53. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  54. Grants of Plan-Based Awards in 2025

    | | | | 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 | Approval Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Michael D. Peduzzi | — | 1/21/25 | 130,799 | 326,997 | 425,095 | — | — | — | — | — | | | 5/13/25 | 5/14/25 | — | — | — | 2,964 | 5,928 | 8,892 | — | 135,336 | | | 5/13/25 | 5/14/25 | — | — | — | — | — | — | 5,928 | 135,336 | | Tito L. Lima | — | 1/21/25 | 53,851 | 125,653 | 179,504 | — | — | — | — | — | | | 5/13/25 | 5/14/25 | — | — | — | 1,235 | 2,470 | 3,705 | — | 56,390 | | | 5/13/25 | 5/14/25 | — | — | — | — | — | — | 2,470 | 56,390 | | Martin T. Griffith | — | 1/21/25 | 57,307 | 133,715 | 191,022 | — | — | — | — | — | | | 5/13/25 | 5/14/25 | — | — | — | 1,235 | 2,470 | 3,705 | — | 56,390 | | | 5/13/25 | 5/14/25 | — | — | — | — | — | — | 2,470 | 56,390 | | Michael J. Noah | — | 1/21/25 | 52,502 | 122,504 | 175,006 | — | — | — | — | — | | | 5/13/25 | 5/14/25 | — | — | — | 988 | 1,976 | 2,964 | — | 45,112 | | | 5/13/25 | 5/14/25 | — | — | — | — | — | — | 1,976 | 45,112 | | Angela D. Wilcoxson | — | 1/21/25 | 52,057 | 121,467 | 173,524 | — | — | — | — | — | | | 5/13/25 | 5/14/25 | — | — | — | 988 | 1,976 | 2,964 | — | 45,112 | | | 5/13/25 | 5/14/25 | — | — | — | — | — | — | 1,976 | 45,112 |

  55. Grants of Plan-Based Awards in 2025

    (1) Performance shares cliff vest at the end of the three-year performance period based on CNB’s performance, as discussed in greater detail in the section above titled “Compensation Discussion and Analysis— Compensation Program and Pay Decisions—Long-Term Incentives”. (2) Time-based awards vest incrementally over a three-year period, as discussed in greater detail in the section above entitled “Compensation Discussion and Analysis—Compensation Program and Pay Decisions—Long-Term Incentives”. (3) Fair value of stock award computed in accordance with ASC Topic 718.

  56. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  57. Outstanding Equity Awards at 2025 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 | 582(13) | 15,231 | — | — | | | 2023 | 1,868(2) | 48,886 | 5,602(7) | 146,604 | | | 2024 | 5,015(3) | 131,243 | 11,283(8) | 295,276 | | | 2025 | 5,928(4) | 155,136 | 8,892(9) | 232,704 | | | Total | 13,393 | 350,496 | 25,777 | 674,584 | | Tito L. Lima | 2023 | 690(5) | 18,057 | 2,072(10) | 54,224 | | | 2024 | 1,561(6) | 40,851 | 3,512(11) | 91,909 | | | 2025 | 2,470(4) | 64,640 | 3,705(9) | 96,960 | | | Total | 4,721 | 123,548 | 9,289 | 243,093 | | Martin T. Griffith | 2023 | 690(5) | 18,057 | 2,072(10) | 54,224 | | | 2024 | 1,561(6) | 40,851 | 3,512(11) | 91,909 | | | 2025 | 2,470(4) | 64,640 | 3,705(9) | 96,960 | | | Total | 4,721 | 123,548 | 9,289 | 243,093 | | Michael J. Noah | 2022 | 187(12) | 4,894 | — | — | | | 2023 | 241(5) | 6,307 | 725(10) | 18,973 | | | 2024 | 546(6) | 14,289 | 1,229(11) | 32,150 | | | 2025 | 1,976(4) | 51,712 | 2,964(9) | 77,568 | | | Total | 2,950 | 77,202 | 4,918 | 128,691 | | Angela D. Wilcoxson | 2023 | 518(5) | 13,556 | 1,554(10) | 40,668 | | | 2024 | 1,171(6) | 30,645 | 2,634(11) | 68,932 | | | 2025 | 1,976(4) | 51,712 | 2,964(9) | 77,568 | | | Total | 3,665 | 95,913 | 7,152 | 187,168 |

  58. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) Amount shown represents the number of awards that have not vested as of December 31, 2025, multiplied by the closing price of CNB’s common stock on December 31, 2025, which was $26.17. (2) Stock awards vest 33% annually on January 31, following the grant date, which was June 27, 2023. (3) Stock awards vest 33% annually on January 31, following the grant date, which was February 13, 2024. (4) Stock awards vest 33% annually on January 31 following the grant date, which was May 14, 2025. (5) Stock awards vest 33% annually on January 31 following the grant date, which was January 31, 2023. (6) Stock awards vest 33% annually on January 31 following the grant date, which was January 31, 2024. (7) The number of shares reported represents the target number of performance shares awarded on June 27, 2023. (8) The number of shares reported represents the max number of performance shares awarded on February 13, 2024. (9) The number of shares reported represents the max number of performance shares awarded on May 14, 2025. (10) The number of shares reported represents the target number of performance shares awarded on January 31, 2023. (11) The number of shares reported represents the max number of performance shares awarded on January 31, 2024. (13) Stock awards vest 20% annually on August 31 following the grant date, which was November 1, 2021.

  59. Restricted Stock Awards and Stock Vested

    Restricted Stock Awards and Stock Vested The following table sets forth information concerning the vesting in 2025 of time-based and performance-based restricted stock awards granted to the NEOs. CNB did not issue nor does it have any outstanding stock options.

  60. 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 | 5,268 | 133,868 | 1,189 | 30,082 | 6,457 | 163,950 | | Tito L. Lima | 1,845 | 46,679 | 1,426 | 36,078 | 3,271 | 82,757 | | Martin T, Griffith | 1,939 | 49,057 | 1,783 | 45,110 | 3,722 | 94,167 | | Michael J. Noah (2) | 824 | 20,847 | — | — | 824 | 20,847 | | Angela D. Wilcoxson | 1,527 | 38,812 | 951 | 24,060 | 2,478 | 62,872 |

  61. Restricted Stock Awards and Stock Vested

    (1) Value realized calculated by multiplying the number of shares vesting by the closing price of CNB’s common stock on the applicable vesting dates. (2) Mr. Noah's was not eligible to receive a performance based equity plan award in 2022

  62. Pension Benefits

    Pension Benefits

  63. 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.

  64. Nonqualified Deferred Compensation Plan and Executive Defined Contribution Plan

    | Name | Plan | Executive Contributions in 2025(1) ($) | Corporation Contributions in 2025(2) ($) | Aggregate Earnings in 2025(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($) | | Michael D. Peduzzi | Executive Deferred Compensation | 97,563 | — | 26,235 | — | 357,092 | | Tito L. Lima (4) | Executive Defined Contribution | — | — | 4,841 | — | 125,865 | | Martin T. Griffith | Executive Deferred Compensation | — | — | — | — | — | | Michael J. Noah | Executive Deferred Compensation | 5,114 | — | 1,038 | — | 12,290 | | Angela D. Wilcoxson | Executive Deferred Compensation | 6,932 | — | 2,699 | — | 30,116 |

  65. 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 all 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 2025. The “above-market” portion of this interest and earnings is included in the fiscal 2025 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)Effective September 30, 2023, the Executive Defined Contribution Plan established for Mr. Lima was amended to freeze the plan with no further contributions to be made and all balances to be vested as of the amendment date.

  66. 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, CNB is providing the following information about the relationship of the median of the annual total compensation of its employees and the annual total compensation of Mr. Peduzzi, CNB's CEO, as of December 31, 2025. As of December 31, 2025, CNB's most recently completed fiscal year, the annual total compensation of CNB's median employee was $55,509 and the annual total compensation of CNB's CEO, as reported in the “Summary Compensation Table” included in this Proxy Statement, was $1,500,484. As a result, the annual total compensation of CNB's CEO was 27 times that of the median employee. To identify the median employee, as well as to determine the annual total compensation of the median employee and CEO, CNB took the following steps: 1.CNB determined that, as of December 31, 2025, its employee population consisted of 948 individuals with all of these individuals located in the United States. This population consisted of CNB's full-time, part-time, and temporary employees, and included employees added to the CNB employee population from the ESSA acquisition in July 2025 who were still with CNB at December 31, 2025. a.In this Proxy Statement, CNB selected December 31, 2025, which is within the last three months of 2025, as the date upon which CNB would identify the “median employee” because it enabled CNB to make such identification in a reasonably efficient and economical manner. 2.To identify the “median employee” from the employee population, CNB compared the total base salary and non-equity incentive compensation amount of its employees as reflected in its payroll records following the same methodology used to prepare the “Summary Compensation Table.” 3.CNB identified its median employee using this compensation measure, which was consistently applied to all of its employees included in the calculation. Since all of CNB’s employees are located in the United States, as is its CEO, CNB did not make any cost-of-living adjustments in identifying the median employee. 4.Once CNB identified its median employee, CNB combined all of the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation for CNB's median employee of $55,509. 5.With respect to the annual total compensation of CNB's CEO, CNB used the amount reported in the “Total” column of its 2025 Summary Compensation Table included in this Proxy Statement.