DEF 14A of CB Financial Services, Inc., Apr 5, 2024

DEF 14A of CB Financial Services, Inc.

Filed Apr 5, 2024 · FY20230001605301-24-000013

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth the compensation received by individuals who served as directors, and who were not also named executive officers, of the Company during the fiscal year ended December 31, 2023.

  2. DIRECTOR COMPENSATION

    | Director | Fees Earned or Paid in Cash | Stock Awards (4) | Option Awards | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Karl G. Baily (1) | $13,000 | $22,010 | $— | $— | $2,600 | $37,610 | | Jonathan A. Bedway | 31,200 | 22,010 | — | — | 2,600 | 55,810 | | Mark E. Fox | 51,000 | 22,010 | — | — | 2,600 | 75,610 | | Charles R. Guthrie, CPA | 48,000 | 22,010 | — | — | 2,600 | 72,610 | | Joseph N. Headlee (2) | 31,200 | 22,010 | — | — | 2,600 | 55,810 | | John J. LaCarte | 36,000 | 22,010 | — | — | 2,600 | 60,610 | | Roberta Robinson Olejasz | 31,200 | 22,010 | — | — | 2,600 | 55,810 | | William G. Petroplus (3) | 7,800 | — | — | — | — | 7,800 | | David F. Pollock | 34,800 | 22,010 | — | — | 2,600 | 59,410 | | John M. Swiatek | 34,800 | 22,010 | — | — | 2,600 | 59,410 |

  3. DIRECTOR COMPENSATION

    (1)Mr. Baily retired effective June 1, 2023. (2)Mr. Headlee retired effective December 20, 2023. (3)Mr. Petroplus retired effective February 16, 2023. (4)Reflects the aggregate grant date fair value for restricted stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718 – Share Based Payment, based on the closing price of the Company’s common stock on the grant date ($22.01 per share on February 16, 2023). Restricted stock awards were issued under the CB Financial Services, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”) and vest over 5 years with 20% vesting on February 16, 2024. As of December 31, 2023, each listed director had outstanding stock awards of 1,000 shares. See “Executive Compensation – Equity Incentive Plan.”

  4. Item 1 — Election of Directors

    Item 1 — Election of Directors Currently, the Board consists of 9 members. The Board is divided into three classes, each with three-year staggered terms, with approximately one-third of the directors elected each year. The three nominees who have been nominated for election at the annual meeting to serve for a three-year term or until their successors have been duly elected and qualified are: Ralph Burchianti, Roberta Robinson Olejasz, and John M. Swiatek. The nominees are currently directors of the Company and the Bank. Unless you indicate that your shares should not be voted for one or more nominee(s), the Board intends that the proxies solicited by it will be voted for the election of all the Board’s nominees. If any nominee is unable to serve, the persons named in the proxy card intend to vote your shares to approve the election of any substitute proposed by the Board. At this time, we know of no reason why any nominee might be unable to serve. The Board unanimously recommends that stockholders vote “FOR” all the nominees. Information regarding the nominees for election at the annual meeting is provided below. Unless otherwise stated, each individual has held his current occupation for the last five years. The age indicated for each individual is as of December 31, 2023. The starting year of service as a director includes service on the Board of Directors of the Bank, on FedFirst Financial Corporation (“FedFirst”) and its former subsidiary First Federal Savings Bank or on First West Virginia Bancorp, Inc. ("FWVB") and its former subsidiary Progressive Bank, N.A., as applicable.

  5. Board Nominees for Terms Ending in 2027

    Board Nominees for Terms Ending in 2027 Ralph Burchianti. Mr. Burchianti, age 68, was appointed to director in 2019 and has been employed by the Bank since August 1985 and serves as Senior Executive Vice President – Chief Credit Officer. Mr. Burchianti provides the Board with knowledge of our geographic footprint and his extensive management and leadership of loan administration and credit culture. Roberta Robinson Olejasz. Ms. Olejasz, age 52, served as a director of FWVB and Progressive Bank since 2014. Ms. Olejasz has been the dealer operator of Bob Robinson Chevrolet-Buick-GMC-Cadillac Inc. from 2005 until 2023 and serves as the finance manager of the dealership. Ms. Olejasz is a director and past Chairman of the West Virginia Automobile and Truck Dealers Association, a member of the visiting committee of the West Virginia University College of Business and Economics, and a board member of the Wheeling Chamber of Commerce. Ms. Olejasz received a Bachelor of Science degree in Management from Virginia Commonwealth University and a MBA from West Virginia University. Ms. Olejasz brings a strong sense of executive management and leadership to the Board. In addition, Ms. Olejasz’s experience as the dealer operator of Bob Robinson Chevrolet-Buick-GMC-Cadillac Inc. equips her to understand and guide management decisions and actions relating to planning, risk management, marketing and capital management. John M. Swiatek. Mr. Swiatek, age 66, served as a director of FedFirst since 2010. In 2011, Mr. Swiatek founded JMS Advisors, LLC, a business development and strategic consulting, marketing, communications, and public relations practice. Previously, he served as Managing Director of Innovation Sports & Entertainment, a division of The Innovation Group. Before joining The Innovation Group in 2011, he was the Director of the Sports, Entertainment and Marketing division of GSP Consulting Corporation. Mr. Swiatek also co-founded and served as the President and Managing Partner of the Washington Wild Things, a minor league professional baseball team in Washington, Pennsylvania, from 2001 until 2009. Mr. Swiatek brings to the Board extensive business background in finance, management and marketing. In addition, he is familiar with our market areas as well as the surrounding greater Pittsburgh metropolitan area.

  6. Directors Continuing in Office

    Directors Continuing in Office The following directors have terms ending in 2025: Jonathan A. Bedway. Mr. Bedway, age 58, served as a director of FWVB and Progressive Bank since 2014. Mr. Bedway is the founder and President of Bedway Development Corporation, a commercial construction contractor and a commercial real estate developer. Mr. Bedway is also the President of the following entities: Double J Real Estate, LLC; Bedway Group, Inc.; Bedway Realty; and Bedway Land & Minerals. Mr. Bedway serves on the Board of Wheeling Country Day School. Mr. Bedway is a graduate of The Linsly School and West Virginia University with a Bachelor of Science degree. Mr. Bedway’s 31 years of experience as the owner of a successful construction and development company and his experience and knowledge of the local and regional commercial real estate market are beneficial in reviewing and attracting commercial loans. Charles R. Guthrie, CPA. Mr. Guthrie, age 64, has served as a director since 2005. He is the President of Guthrie Belczyk and Associates, P.C., an accounting firm. Mr. Guthrie has been a Certified Public Accountant since 1982. He serves on committees of various community organizations in the Bank’s local market area. Mr. Guthrie’s expertise in accounting and corporate management and his community involvement are valuable assets to the Board. John H. Montgomery. Mr. Montgomery, age 61, has served as a director since 2020. He has served as President and Chief Executive Officer of the Company and the Bank since August 2020. From 2014 until joining the Company and the Bank, he served as Chief Credit Officer of First Bank, a privately-held $6 Billion bank in St. Louis, Missouri. He served on First Bank’s Board of Directors and the Executive Committee. Before joining First Bank, Mr. Montgomery was employed by Susquehanna Bank where he held a variety of executive positions over a period of nine years, including President of Susquehanna Bank’s Pennsylvania Division and Senior Credit Risk Officer. He received his MBA from Drexel University. As an accomplished bank executive with over 31 years of experience, Mr. Montgomery brings to the Board an in depth knowledge of the banking industry. The following directors have terms ending in 2026: Mark E. Fox. Mr. Fox, age 65, has served as a director since 1998 and was appointed Chairman of the Board in May 2019 after serving as Vice Chairman since July 2018. Mr. Fox has more than 38 years of experience as the owner and manager of Fox Ford, Inc., a local car dealership. Since 2013, he has served as the President of Fox Ford, Inc. Before that time, he served as Vice President of Fox Ford, Inc. He holds a bachelors’ degree in accounting and a MBA from Waynesburg University. Mr. Fox’s experience in managing a local business provides the Board with insight into economic and business trends in the Bank’s market area. John J. LaCarte. Mr. LaCarte, age 57, earned his MBA from the University of Rochester and brings broad entrepreneurial, strategic and corporate governance experience and expertise to the Board. He is the President of Washington County based LaCarte Enterprises, Inc., a holding company that owns and operates various multi-state business interests that include Model Dry Cleaners, LLC, Model Uniforms, LLC, Model Apparel, LLC and Stoney’s Brewing Company. Additionally, Mr. LaCarte is President of LaCarte Development Company, an enterprise focused on the development and ownership of commercial properties in Western Pennsylvania and North Eastern Ohio. An active volunteer in his local community, Mr. LaCarte serves on various non-profit boards and foundations. Mr. LaCarte was elected as a director of FedFirst in 1998 and appointed as the Chairman of the Board in 2004. During his tenure, FedFirst successfully completed the acquisition of a wholly owned insurance agency, two public stock offerings and the successful merger with CB Financial in 2014. David F. Pollock. Mr. Pollock, age 69, has served as a director since 2006. Mr. Pollock has been a practicing attorney for over 42 years. He is a Managing Partner in the law firm of Pollock Morris Belletti & Simms, LLC and, since 2008, has been a Managing Partner of P&S Development, LLC, a real estate development company. Mr. Pollock’s legal knowledge and real estate development experience in the Bank’s market area significantly contribute to the depth of the Board.

  7. Executive Officers Who Are Not Directors

    Executive Officers Who Are Not Directors Below is information regarding our executive officers who are not directors of the Company or the Bank. The individuals have held his or her current position for at least the last five years, unless otherwise stated. The age presented is as of December 31, 2023. Jamie L. Prah, CPA. Mr. Prah, age 53, has been employed by the Company and the Bank since May 2019, and serves as Executive Vice President and Chief Financial Officer after previously serving as Executive Vice President and Chief Administrative Officer of the Company and the Bank. Previously, Mr. Prah served as Chief Executive Officer, from November 2015 until April 2019, and Senior Vice President, from May 2015 until November 2015, of Union Building and Loan Savings Bank. Jennifer L. George. Ms. George, age 51, has served as Senior Executive Vice President and Chief Operating Officer of the Bank since May 2019. Ms. George joined the Bank in October 2014 as part of the FedFirst merger and served as Senior Vice President of Retail, Human Resources and Compliance. Previously, Ms. George served as Senior Vice President and Chief Risk Officer and Vice President of Bank Operations with First Federal Savings Bank.

  8. Key Data Relating to Outstanding Equity Awards and Shares Available

    Key Data Relating to Outstanding Equity Awards and Shares Available The following table includes information regarding outstanding equity awards and shares available for future awards under the 2021 Equity Incentive Plan as of March 22, 2024 (and without giving effect to approval of the 2024 Equity Incentive Plan under this Proposal):

  9. Key Data Relating to Outstanding Equity Awards and Shares Available

    | | Current Plans | | Total shares underlying outstanding stock options | 431,394(1) | | Total shares underlying outstanding unvested time-based full value awards | 85,474 | | Total shares underlying all outstanding awards | 516,868 | | Total shares currently available for grant under the 2021 Equity Incentive Plan | 6,489(2) | | Common Stock outstanding as of March 25, 2024 | 5,142,901 |

  10. Key Data Relating to Outstanding Equity Awards and Shares Available

    (1) Stock options outstanding as of March 25, 2024, had a weighted-average exercise price of $24.28 and a weighted-average remaining term of 5.9 years. There are no outstanding stock appreciation rights. (2) Represents the total number of shares available for future awards under the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan was our only equity compensation plan with shares remaining available for future grant as of March 25, 2024. No further grants will be made under the 2021 Equity Incentive Plan upon stockholder approval of the 2024 Equity Incentive Plan.

  11. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary | Bonus (1) | Non-Equity Incentive Plan (2) | Stock Awards (3) | Option Awards (3) | All Other Compensation (4) | Total | | John H. Montgomery President & Chief Executive Officer (2) | 2023 | $449,221 | $300,000 | $88,265 | $193,107 | $94,641 | $56,903 | $1,182,137 | | | 2022 | 435,000 | — | 56,737 | 65,625 | 49,749 | 44,697 | 651,808 | | Ralph Burchianti Senior Executive Vice President & Chief Credit Officer | 2023 | $301,414 | $— | $56,312 | $18,709 | $17,083 | $36,253 | $429,771 | | | 2022 | 296,230 | — | 37,135 | 34,125 | 25,869 | 25,717 | 419,076 | | Jennifer L. George Senior Executive Vice President & Chief Operating Officer | 2023 | $252,253 | $— | $47,739 | $19,809 | $13,936 | $19,745 | $353,482 | | | 2022 | 243,361 | — | 30,507 | 28,875 | 21,890 | 30,479 | 355,112 |

  12. EXECUTIVE COMPENSATION

    (1)The bonus amount for Mr. Montgomery was approved by the Compensation Committee as a result of the completion of the sale of the Bank's insurance subsidiary, Exchange Underwriters, Inc. The composition of the bonus was the following; $300,000 cash payout, 6,250 shares of stock awards and 10,000 shares of stock options that vested immediately upon the grant date of December 20, 2023 at the current grant date market price of $24.03. The value of the stock awards and stock options were $150,188 and $56,428, respectively. (2)Amounts presented for a fiscal year were paid in the next year for performance pursuant to the Corporation's Incentive Compensation Plan. (3)These amounts represent the grant date fair value of the awards issued to the named executive officers under the 2021 Equity Incentive Plan, as determined in accordance with applicable accounting standards, based on the closing price of the Company's common stock on the grant date ($22.01 and $26.25 per share on February 16, 2023 and 2022, respectively). Although the full grant date fair value of the stock awards and option awards are reflected in the above table, the actual value of the stock options, if any, realized by the named executive officers will depend on the extent to which the market value of the Company common stock exceeds the exercise price of the stock option on the date of exercise. Accordingly, there is no assurance that the value realized by a named executive officer will be at or near the estimated values reflected in the above table. (4)The following table details the amounts reported in the “All Other Compensation” column for 2023. The table may exclude perquisites which did not exceed $10,000 in the aggregate for each named executive officer.

  13. EXECUTIVE COMPENSATION

    | | Mr. Montgomery | Mr. Burchianti | Ms. George | | Employer contributions to 401(k) plan | $26,072 | $26,342 | $14,764 | | Employer insurance premiums | 15,332 | 5,689 | 1,171 | | Company car | 2,812 | — | — | | Cell phone | 840 | — | 300 | | Cash in lieu of dividends on restricted stock awards | 7,588 | 3,663 | 3,510 | | Imputed income on split dollar life insurance | 4,259 | 559 | — | | Total Other Compensation | $56,903 | $36,253 | $19,745 |

  14. EXECUTIVE COMPENSATION

    Employment Agreements and Executive Consultant Agreement. The Bank has entered into employment agreements with Mr. Montgomery and Ms. George and an Executive Consultant Agreement with Mr. Burchianti (referred to below as the "executives" or "executive"). Employment Agreement with Mr. Montgomery. The employment agreement with Mr. Montgomery was entered into on August 31, 2020 in connection with his appointment as President and Chief Executive Officer of the Bank. The employment agreement has a current term ending on April 30, 2026. On each anniversary date (which is defined as May 1 of each calendar year), the employment agreement will extend for one year such that the remaining term will be for 36 months thereafter, provided that disinterested members of the Bank's Board of Directors conduct a comprehensive performance evaluation of the executive and affirmatively approve of the extension. Mr. Montgomery's employment agreement provides for an annual base salary of $449,221, an annual target bonus opportunity of 20% of base salary, an annual equity award opportunity with a target grant date fair value equal to 20% of base salary, and an initial grant of 5,000 restricted stock awards and 15,000 stock option awards (the “Initial Equity Awards”) that will vest ratably over a five-year period. In addition, Mr. Montgomery is entitled to participate in benefit plans that are made available by the Bank to management employees. Moreover, Mr. Montgomery is entitled to use of a company-owned automobile and will be reimbursed for all operating expenses of the automobile. In the event of Mr. Montgomery’s involuntary termination without “cause” or voluntary resignation for “good reason” (as such terms are defined in the employment agreement and hereinafter referred to as a “qualifying termination event”), he would be entitled to: •a cash lump sum payment equal to the base salary that he would have earned during the then-remaining term of the Employment Agreement or 12 months, whichever is greater, and •12 monthly COBRA premium reimbursement payments to extent COBRA coverage is elected. If the qualifying termination event occurs on or after a change in control of the Company or the Bank, Mr. Montgomery would instead be entitled to: •a cash lump sum payment equal to three times his highest rate of base salary for the calendar year of his date of termination or either of the prior three calendar years, and •18 monthly COBRA premium reimbursement payments to the extent COBRA coverage is elected. Prior to the expiration of the term, either Mr. Montgomery may terminate Mr. Montgomery’s employment relationship for any reason (other than Good Reason) or no reason by providing the Bank with 30 days’ advance written notice. Upon such event, the Bank’s sole obligation under the employment agreement would be to pay any accrued but unearned compensation earned by Mr. Montgomery through the date of termination, provided, however that the Board may, at its sole discretion, pay Mr. Montgomery a bonus pursuant the Bank’s bonus programs for which Mr. Montgomery is a participant. Executive Consultant Agreement with Mr. Burchianti. Mr. Burchianti and the Bank have entered into an Executive Consultant Agreement that supersedes and replaces his former employment agreement with the Bank. Pursuant to the Executive Consultant Agreement, he will continue to serve as Senior Executive Vice President and Chief Credit Officer until his retirement date of April 30, 2024. During such period, he will continue to be paid his annual rate of base salary of $296,230. Thereafter, he will serve as an executive consultant to the Bank until April 30, 2025, during which time he will assist with transitioning his duties and responsibilities to his successor, serve as an ambassador to the Bank, maintain customers and business relationships and assist in developing new business relationships. While serving as an executive consultant, he will be paid $5,000 per month and will be eligible to receive a bonus, if any, at the discretion of the Compensation Committee. If Mr. Burchianti’s consulting service is involuntarily terminated by the Bank without cause before April 30, 2025, he would be entitled to the base pay he would have earned had he continued to remain a consultant until April 30, 2025, provided that he signs a release of all claims (other than claims for vested benefits under the benefit plans of the Bank as of his date of termination) against Community Bank, the Company and their affiliates. Employment Agreement with Ms. George. The employment agreement for Ms. George has a current term that expires on April 30, 2025. On each anniversary date (which is defined as May 1 of each calendar year), the employment agreement will extend for one year such that the remaining term will be for 36 months thereafter, provided that disinterested members of the Bank’s Board of Directors conduct a comprehensive performance evaluation of Ms. George and affirmatively approve the extension. The employment agreement provides for an annual base salary rate of $243,361 for Ms. George. In addition to base salary, Ms. George is entitled to participate in bonus programs and benefit plans that are made available by the Bank to management employees. Ms. George will be reimbursed for all reasonable business expenses incurred. In the event of the Ms. George's involuntary termination of employment for reasons other than cause, disability or death, or if Ms. George resigns during the term of the employment agreement for “good reason.” Per the employment agreement the Bank will provide Ms. George with the following severance benefits: •continued base salary payments (at the rate in effect as of the date of determination) for the greater of 12 months or the remaining term of the employment agreement, payable in accordance with regular payroll practices; and •continued life insurance and non-taxable medical and dental coverage, which will end upon the earlier of the completion of the remaining term of the employment agreement or the date on which the executive receives substantially similar benefits from another employer. Upon the occurrence of the executive’s termination for any reason (other than for cause) on or after the effective time of a change in control of the Company or the Bank, then in lieu of the severance benefits immediately above, the Bank or any successor will provide the executive with the following severance benefits: •a benefit equal to three times the executive’s highest annual rate of base salary earned during the calendar year of the executive’s date of termination or either of the three calendar years immediately preceding the date of termination, payable in equal installments according to regular payroll practices; and •continued life insurance and non-taxable medical and dental coverage until the earlier of: (i) three years after the executive’s date of termination; or (ii) the date on which the executive receives substantially similar benefits from another employer. Upon any termination of employment (except following a change in control), each executive is required to adhere to non-competition and non-solicitation covenants for one year.

  15. EXECUTIVE COMPENSATION

    Incentive Compensation Plan. The Bank maintains a bonus program designed to align the interests of employees of the Bank with the overall performance of the Company and the Bank. Eligible employees, including our named executive officers are participants of the bonus program. Each employee’s bonus amount is assigned as a percentage of base salary reflecting their role, responsibility, performance, as well as competitive market. Target incentive opportunities are 45% of salary for Chief Executive Officer and 35% of salary for other named executive officers. The bonus amounts are determined based on the satisfaction of objective performance targets and paid out in a combination of cash and equity. All executives receive 50% in cash and 50% in equity (25% restricted stock awards and 25% stock options), except for our Chief Executive Officer, who received 40% in cash and 60% in equity (30% restricted stock awards and 30% stock options). The bonus is based on the weighted financial ratings from the Corporate Scorecard for the following levels, Threshold, Target and Superior established by the Compensation Committee and can range from 10-80% for the Chief Executive Officer and 10-60% for other executives. For 2023, performance goals were pre-tax income (50%), nonperforming assets ratio (15%), deposit growth (15%), and loan growth (20%). Peer data from like-sized financial institutions was considered to evaluate these factors. Split Dollar Agreements. The Bank has entered into split dollar life insurance agreements with each Messrs. Montgomery and Burchianti. Under each agreement, the executive’s designated beneficiary will be entitled to share in the proceeds under a life insurance policy owned by the Bank on the life of the executive. The death benefit payable to Mr. Montgomery is $500,000 less the value of Mr. Montgomery’s 5,000 shares of restricted stock and 15,000 stock options awarded under the 2015 Equity Incentive Plan on August 31, 2020 determined as of the date of death, provided, however, that the death proceeds will not exceed the “net death proceeds.” The “net death proceeds” is defined as the total death proceeds of the Policy minus the greater of: (i) the cash surrender value or (ii) the aggregate premiums paid by the Bank related to the Policy. The death benefit payable to Mr. Burchianti is $200,000, provided, however that the death benefit must not exceed the executive’s net-at-risk portion of the proceeds (which is the difference between the cash surrender value of the policy and the total proceeds payable under the policy upon the death of the insured). For Mr. Burchianti, if his termination occurs subsequent to a change in control of the Bank, he will be 100% vested in his death benefit. The Bank is the sole beneficiary of any death proceeds remaining after the executive’s death benefit has been paid to his designated beneficiary. 401(k) Plan. The Bank maintains the 401(k) Profit Sharing Plan, a tax-qualified defined contribution retirement plan (the “401(k) Plan”), for all employees who have satisfied the 401(k) Plan’s eligibility requirements. Each eligible employee can begin participating in the 401(k) Plan on the first day of the calendar quarter following the attainment of age 18 and completion of three months of service. A participant may contribute up to 100% of his or her compensation to the 401(k) Plan on a pre-tax or post-tax (referred to as a “Roth” contribution) basis, subject to the limitations imposed by the Internal Revenue Code. For 2023, the salary deferral contribution limit was $22,500 provided, however, that a participant over age 50 may contribute an additional $7,500 to the 401(k) Plan. Each plan year, the Bank makes a matching contribution, based on each participant’s salary deferral contribution. The matching contribution formula is currently a 25% match of employee 401(k) Plan deferrals (if any) up to the first 4% of compensation deferred. In addition to salary deferral contributions, the 401(k) Plan provides that the Bank will make a safe harbor employer contribution to each eligible participant’s account equal to 3% of the participant’s compensation earned during the plan year (referred to as a “safe harbor contribution”). A participant is always 100% vested in his or her salary deferral and safe harbor contributions. In addition, for the 2023 plan year, the Bank made a discretionary profit sharing contribution to each eligible participant's account equal to 1%. Each participant vests in his or her profit sharing contribution at a rate 20% per year such that the participant will become 100% vested upon the completion of five years of credited service. However, a participant will immediately become 100% vested in any profit sharing contributions upon the participant’s death, disability or attainment of age 65 while employed with the Bank. Generally, a participant (or participant’s beneficiary upon death) may receive a distribution from his or her vested account at retirement, age 59½ (while employed with the Bank), death, disability or termination of employment, which is payable in a lump sum. Each participant has an individual account under the 401(k) Plan and may direct the investment of his or her account balance among a variety of investment options available under the plan. 2021 Equity Incentive Plan. At the 2021 annual meeting, the Company’s stockholders approved the 2021 Equity Incentive Plan to provide officers, employees and directors of the Company and the Bank with additional incentives to promote the growth and performance of the Company. Subject to permitted adjustments for certain corporate transactions, the maximum number of shares of Company common stock that may be delivered to participants under the 2021 Equity Incentive Plan is equal to 500,000 shares of Company common stock (the “Share Limit”). Shares of Company common stock subject to the Share Limit may be issued pursuant to grants of stock options, restricted stock awards or restricted stock units, provided, however that the Share Limit is reduced, on a one-for-one basis, for each share of common stock subject to a stock option grant, and on a two and one-half-for-one basis for each share of common stock issued pursuant to restricted stock awards or restricted stock unit awards. If any award granted under the 2021 Equity Incentive Plan expires, terminates, is canceled or is forfeited without being settled or exercised or is settled without the issuance of shares of common stock, shares of Company common stock subject to such award will be made available for future grant under the 2021 Equity Incentive Plan. If any shares are surrendered or tendered to pay the exercise price of a stock option, such shares will not again be available for grant under the 2021 Equity Incentive Plan. In addition, shares of common stock withheld in payment for purposes of satisfying tax withholding obligations with respect to an award do not become available for re-issuance under the 2021 Equity Incentive Plan. Employees and directors of the Company and its subsidiaries are eligible to receive awards under the 2021 Equity Incentive Plan, except non-employee directors may not be granted incentive stock options. The 2021 Equity Incentive Plan will be administered by the members of the Compensation Committee. The Compensation Committee may grant any of these types of awards subject to performance-based vesting conditions. Such awards shall be referred to herein as “performance awards.” As of December 31, 2023, stock options and 0 shares of restricted stock remain available for award from the 2021 Equity Incentive Plan.

  16. EXECUTIVE COMPENSATION

    The Compensation Committee shall specify the vesting schedule or conditions of each award. Awards made under the 2021 Equity Plan are subject to a minimum vesting period of one year from the date of grant, provided, however, that the following awards would not be subject to the one year minimum vesting requirement: (1) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction; (2) awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant or the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting; and (3) up to 5% of the available share reserve authorized for issuance under the 2021 Equity Incentive Plan. Notwithstanding the foregoing, vesting (including the reduction or elimination of any restrictions) may be accelerated in the event of death, disability, or upon involuntary termination of employment or service following a change in control. As part of this proxy statement, stockholders are being asked to approve the CB Financial Services, Inc. 2024 Equity Incentive Plan (see Item 2). If stockholders approve the 2024 Equity Incentive Plan, no additional awards will be granted under the 2021 Equity Incentive Plan. Outstanding Equity Awards. The following table sets forth information with respect to outstanding equity awards as of December 31, 2023, for the named executive officers. All equity awards reflected in this table were granted pursuant to the 2021 and 2015 Equity Incentive Plans.

  17. EXECUTIVE COMPENSATION

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares of Restricted Stock That Have Not Vested | Market Value of Shares of Restricted Stock That Have Not Vested (7) | | John H. Montgomery | 3,000 | 6,000(1) | $18.60 | 8/31/30 | 2,000(1) | $47,620 | | | — | — | — | — | 1,000(3) | 23,810 | | | 2,000 | 8,000(4) | 26.25 | 2/16/32 | 2,000(4) | 47,620 | | | — | 8,500(5) | 22.01 | 02/16/33 | 1,950(5) | 46,430 | | | 10,000 | —(6) | 24.03 | 12/20/33 | — | — | | Ralph Burchianti | 2,500 | — | 22.25 | 12/16/25 | 300(2) | 7,143 | | | 2,810 | — | 26.45 | 12/16/26 | 800(3) | 19,048 | | | 3,280 | — | 30.75 | 12/15/27 | 1,040(4) | 24,762 | | | 1,040 | 4,160(4) | 26.25 | 2/16/32 | 850(5) | 20,239 | | | — | 3,800(5) | 22.01 | 2/16/33 | — | — | | Jennifer L. George | 7,500 | — | 22.25 | 12/16/25 | 300(2) | 7,143 | | | 2,110 | — | 26.45 | 12/16/26 | 800(3) | 19,048 | | | 1,690 | — | 30.75 | 12/15/27 | 880(4) | 20,953 | | | 880 | 3,520(4) | 26.25 | 2/16/32 | 900(5) | 21,429 | | | — | 3,100(5) | 22.01 | 2/16/33 | — | — |

  18. EXECUTIVE COMPENSATION

    (1)Options and restricted stock awards vest in five equal installments, commencing on August 31, 2021. (2)Restricted stock awards vest in five equal installments, commencing on December 14, 2020. (3)Restricted stock awards vest in five equal installments, commencing on December 14, 2021. (4)Options and restricted stock awards vest in five equal installments, commencing on February 16, 2023. (5)Options and restricted stock awards vest in five equal installments, commencing on February 16, 2024. (6)Options and restricted stock awards immediately vested upon grant date of December 20, 2023. (7)Based on the $23.81 closing price of the Company’s common stock on December 31, 2023.

  19. OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS

    OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS

  20. Pay Versus Performance

    Pay Versus Performance Pay Versus Performance ("PvP"). The SEC adopted amendments to its rules in August 2022 requiring companies to disclose information reflecting the correlation between executive compensation actually paid by a company and the company's financial performance. The following table lists executive compensation actually paid to John H. Montgomery, the Company's principal executive officer ("PEO"), and Ralph Burchianti and Jennifer L. George, the Company's Non-PEO named executive officers ("NEOs"), and total shareholder return ("TSR") and net income for the Company's two most recent fiscal years ended December 31, 2023 and 2022.

  21. Pay Versus Performance

    | Year | SCT Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (2) | Net Income (3) | | 2023 | $1,182,137 | $1,277,812 | $391,627 | $429,341 | $133.58 | $22,550,000 | | 2022 | 651,808 | 605,669 | 387,094 | 366,173 | 116.69 | 11,247,000 |

  22. Pay Versus Performance

    (1) The Average SCT Table Total for Non-PEO NEOs consist of compensation for Mr. Burchianti and Ms. George for each year presented. (2) The total shareholder return ("TSR") is calculated by taking the difference of the Company's stock price from the beginning of the measurement period, December 31, 2020 at $20.01, and the ending of the measurement periods of December 31, 2022 and 2023 at $21.43 and $23.81, respectively. Then adding total measurement period dividends of $1.00 for the year ended December 31, 2023 and $0.96 for each of the years ended December 31, 2021 and 2022, dividing by the end of measurement period stock price. (3) The Company's Net Income as reported on the Consolidated Statements of Income as filed in the Annual Report on Form 10-K on March 13, 2024. The table below reconciles the SCT to the PvP table above.

  23. Pay Versus Performance

    | | PEO | | Average Non-PEO NEOs | | | | 2023 | 2022 | 2023 | 2022 | | SCT Total | $1,182,137 | $651,808 | $391,627 | $387,094 | | Less: Fiscal Year Equity Awards Grant Date Fair Value | 287,748 | 115,374 | 34,769 | 55,380 | | Add: Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior and Fiscal Years | 58,284 | (13,369) | 20,147 | (5,042) | | Fair Value of Equity Compensation Granted in Current Year at Year-End | 96,566 | 87,060 | 41,183 | 41,789 | | Change in Fair Value from End of Prior Fiscal Year to Vesting Date for Awards Made in Prior Fiscal Years that Vested During Current Fiscal Year | 228,573 | (4,456) | 11,153 | (2,288) | | Compensation Actually Paid | $1,277,812 | $605,669 | $429,341 | $366,173 |

  24. Pay Versus Performance

    Fair value was calculated in accordance with the Company's methodology used for financial reporting purposes. TSR value represents the Company's TSR based on an initial $100 investment on December 31, 2020, assuming the reinvestment of dividends. Net income is calculated in accordance with GAAP and reflects the amounts reported in the Company's Annual Report on Form 10-K for the applicable year. Relationship between CAP to our PEO, and the Average of the CAP to our Other Non-PEO NEOs, and the Company's Cumulative TSR. For 2022 to 2023, the CAP to our PEO increased by 110.98% , and the average of the CAP to the other Non-PEO NEOs increased by 17.25%, compared to a 14.48% increase in our TSR over the same time period. Relationship between CAP to our PEO, and the Average of the CAP to our Other Non-PEO NEOs, and the Company's Net Income. For 2022 to 2023, the CAP to our PEO increased by 110.98%, and the average of the CAP to the other Non-PEO NEOs increased by 17.25%, compared to a 100.50% increase in the Company's Net Income over the same time period.