ccne-20240308

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


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

Check the appropriate box:


☐			Preliminary Proxy Statement

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

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

CNB Financial Corporation

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14-a6(i)(1) and 0-11.

1 South Second Street

P.O. Box 42

Clearfield, PA 16830

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of CNB FINANCIAL CORPORATION will be held virtually only via a live webcast exclusively at http://www.viewproxy.com/CNBFinancial/2024/vm. Please register in advance of the virtual meeting by visiting www.viewproxy.com/CNBFinancial/2024. For procedures on attending the virtual meeting, please refer to the section titled “About the Meeting” beginning on page 1. The virtual meeting will be held on Tuesday, April 16, 2024, beginning at 2:00 p.m. (EDT) for the following purposes:

1.ELECTION OF DIRECTORS: To elect the four Class 3 directors to serve until the Annual Meeting in the year 2027 or until their respective successors are elected.

2.CHARTER AMENDMENT: To amend our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to grant the Corporation’s Board of Directors the concurrent right to amend the CNB Financial Corporation Bylaws (the “Bylaws”) (the “Charter Amendment”).

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

4.RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the appointment of FORVIS, LLP as our independent registered public accounting firm for the year ending December 31, 2024.

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

The Board of Directors of CNB Financial Corporation fixed February 20, 2024, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. Only shareholders of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

Accompanying this notice are (i) the Annual Report on Form 10-K for the year ended December 31, 2023; (ii) the 2023 CNB Financial Corporation Annual Report; and (iii) the Proxy Statement and form of proxy for the meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. YOU ARE URGED TO VOTE EITHER BY INTERNET, TELEPHONE, OR MAIL FOLLOWING THE “VOTING PROCEDURES” AS DETAILED ON PAGE 2 OF THE PROXY STATEMENT, WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE MEETING. PLEASE VOTE YOUR SHARES ELECTRONICALLY, OR IF USING THE MAIL PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD, AS PROMPTLY AS POSSIBLE. THE BOARD RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS ONE, TWO, THREE AND FOUR DESCRIBED ABOVE. YOU MAY WITHDRAW OR CHANGE YOUR PROXY AT ANY TIME BEFORE IT IS OFFICIALLY REGISTERED AS VOTED BY SO NOTIFYING THE SECRETARY AND VOTING YOUR SHARES WHILE THE POLLS ARE OPEN DURING THE VIRTUAL ANNUAL MEETING.

By Order of the Board,

Richard L. Greslick, Jr., Secretary

Clearfield, Pennsylvania

March 8, 2024

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held virtually only on April 16, 2024. This Proxy Statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our separate 2023 CNB Financial Corporation Annual Report document which includes, among other information, listings of the Directors and Officers of CNB Financial Corporation and its subsidiaries, are available free of charge on the Investor Relations section of our website (www.cnbbank.bank).

TABLE OF CONTENTS


			Page
ABOUT THE MEETING			1
PROPOSAL 1. ELECTION OF DIRECTORS			4
PROPOSAL 2. CHARTER AMENDMENT			9
PROPOSAL 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION			10
PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			11
CONCERNING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			12
CORPORATE GOVERNANCE			13
General			13
Board Leadership Structure			13
Risk Oversight			13
Meetings and Committees of the Board			14
Communications with Directors			16
Director Attendance at Annual Meetings			16
Director Education			16
Director Skills Summary			16
Board Diversity Matrix			17
Corporate Responsibility Principles and Activities of the Corporation			17
Cybersecurity			21
COMPENSATION OF DIRECTORS			22
Stock Ownership Policy			22
Deferred Compensation Plan for Non-Employee Directors			22
2023 Director Fee Schedule			22
2023 Non-Employee Director Compensation Table			23
EXECUTIVE OFFICERS			24
COMPENSATION DISCUSSION AND ANALYSIS			25
Financial and Operational Highlights			26
Say-on-Pay Results and Shareholder Outreach			27
Compensation Philosophy			27
Compensation Highlights			29
Compensation Determination Process			29
Competitive Benchmarking			30
2023 Compensation Program and Pay Decisions			31
Impact of Accounting and Tax			36
Stock Ownership Guidelines			37
Hedging and Pledging Policy			37
Clawback/Recoupment Policy			37
Reducing the Possibility of Excess Risk-Taking			38
COMPENSATION COMMITTEE REPORT			39
COMPENSATION OF EXECUTIVE OFFICERS			40
Summary Compensation Table			40
Pay Versus Performance			41
Stock Incentive Plan			45
Grants of Plan-Based Awards			46


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

Table of Contents

CNB FINANCIAL CORPORATION

1 SOUTH SECOND STREET

CLEARFIELD, PA 16830-0042

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY

Tuesday, April 16, 2024, 2:00 p.m. (EDT)

ABOUT THE MEETING

General Information

This Proxy Statement is furnished to shareholders of CNB Financial Corporation (the “Corporation”) in connection with the solicitation of proxies on behalf of the Board of Directors of the Corporation (the “Board”) for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, April 16, 2024 at 2:00 p.m. (EDT).

The Corporation is a Pennsylvania corporation and a financial holding company registered with the Federal Reserve Board and has its principal offices at CNB Bank, 1 South Second Street, Clearfield, Pennsylvania 16830-0042. The subsidiaries of the Corporation are CNB Bank (“CNB Bank” or the “Bank”), CNB Securities Corporation, CNB Risk Management, Inc., Holiday Financial Services Corporation and CNB Insurance Agency.

Unless otherwise directed, proxies solicited hereby will be voted FOR the election as directors of the nominees named under the caption: “Proposal 1. Election of Directors;” FOR approval of the Charter Amendment; FOR approval of the non-binding advisory resolution on the compensation program for our NEOs (as defined below); and FOR ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2024. The Board is not aware of any other matters which will be presented for action at the meeting, but the persons named in the proxies intend to vote or act according to their discretion with respect to any other proposal which may be presented for shareholder action at the Annual Meeting.

Solicitation

The enclosed proxy is being solicited by the Board. The cost of preparing, assembling and mailing the notice of annual meeting, proxy statement and form of proxy is to be borne by the Corporation. In addition to the solicitation of proxies by use of mail, directors, officers or other employees of the Corporation may solicit proxies personally or by telephone and the Corporation may request certain persons holding stock in their names or in the names of their nominees to obtain proxies from and send proxy material to the principals and will reimburse such persons for their expenses in so doing. Directors, officers, or other employees so utilized will not receive special compensation for such efforts. The date on which this Proxy Statement and the accompanying form of proxy was first mailed to shareholders was on or around March 8, 2024.

Quorum; Voting

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

Revocation of Proxies

The enclosed proxy is revocable at any time prior to the actual voting of such proxy by the filing of a written notice revoking it, or a duly executed proxy bearing a later date, with Richard L. Greslick, Jr., the Secretary of the Corporation. In the event your proxy is mailed and you virtually attend the meeting, you have the right to revoke your proxy and cast your vote personally using the instructions included under the section titled “Attending the Virtual Annual Meeting” which begins on page 2 of this Proxy Statement. All properly executed proxies delivered to us pursuant to this solicitation will be voted at the meeting in accordance with your instructions, if any.

Table of Contents

Eligibility to Vote; Record Date

The securities that can be voted at the Annual Meeting consist of shares of common stock of the Corporation with each share entitling its owner to one vote on all matters properly presented at the meeting. There is no cumulative voting of shares. The Board has fixed the close of business on February 20, 2024, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. On the record date, there were 21,018,802 shares of common stock then outstanding and eligible to be voted at the Annual Meeting. As of that date, all executive officers and directors of the Corporation as a group (21 persons) beneficially owned 606,605 shares, or 2.89%, of the total number of outstanding shares.

Voting Procedures

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

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

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

The proposal to ratify the appointment of independent auditors (Proposal 4) is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions. In contrast, the proposals with respect to the election of directors (Proposal 1), the Charter Amendment (Proposal 2), and “Say-On-Pay” (Proposal 3) are “non-discretionary” items. This means brokerage firms that have not received voting instructions from their clients on these three matters may not vote on these proposals. These so-called “broker non-votes” will not be considered in determining the number of votes necessary for approval and, therefore, will have no effect on the outcome of the vote for these three proposals.

Attending the Virtual Annual Meeting

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

If you are a shareholder of record, you must:

•Follow the instructions provided on your Notice or proxy card to first register at www.viewproxy.com/CNBFinancial/2024 by 11:59 p.m. (EDT) on April 15, 2024. You will need to enter your name, phone number, virtual control number (included on your Notice or proxy card) and email address as part of the registration, following which, you will receive an email confirmation of your registration, as well as a password to virtually attend the Annual Meeting.

•On the day of the Annual Meeting, if you have properly registered, you may enter and attend the virtual Annual Meeting by logging in at http://www.viewproxy.com/CNBFinancial/2024/VM using the password you received via an email confirmation of your registration.

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

Table of Contents

If you are a street name shareholder, you must:

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

•Register at www.viewproxy.com/CNBFinancial/2024 by 11:59 p.m. (EDT) on April 15, 2024. You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via email to VirtualMeeting@viewproxy.com) as part of the registration, following which, you will receive an email confirming your registration, your virtual control number, as well as the password to virtually attend the Annual Meeting. Please note, if you do not provide a copy of the legal proxy, you may still attend the Annual Meeting virtually, but you will be unable to vote your shares electronically at the Annual Meeting.

•On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting virtually by logging in using the password you received via email in your registration confirmation at http://www.viewproxy.com/CNBFinancial/2024/VM (you will need the 16-digit virtual control number assigned to you in your registration confirmation email).

•If you wish to vote your shares electronically at the virtual Annual Meeting, you will need to visit http://www.AALvote.com/CCNE during the Annual Meeting while the polls are open (you will need the 16-digit virtual control number assigned to you in your registration confirmation email). Further instructions on how to attend the Annual Meeting via live audio webcast, including how to vote your shares electronically at the Annual Meeting are posted on www.viewproxy.com/CNBFinancial/2024 under Frequently Asked Questions (FAQ). The Annual Meeting live webcast will begin promptly at 2:00 p.m. (EDT) on April 16, 2024. We encourage you to access the virtual meeting prior to the start time. Online check-in will begin at 1:30 p.m. (EDT), and you should allow ample time for the check-in procedures.

Live Q&A

You may ask questions during the virtual meeting by following the instructions that will be available on the virtual meeting website. Representatives of the Corporation will answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits. Off-topic, personal or other inappropriate questions will not be answered.

Technical Assistance

We will have technicians ready to assist you with any technical difficulties you may have when trying to access the Annual Meeting live webcast. Please be sure to check in beginning at 1:30 p.m. (EDT), 30 minutes prior to the 2:00 p.m. (EDT) start of the virtual meeting on April 16, 2024, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live webcast during the check-in period or meeting time, please email VirtualMeeting@viewproxy.com or call 1-866-612-8937.

The platform we are using for the Annual Meeting live webcast will require you to install a software or have the ability to run a temporary application in order for you to join the Annual Meeting live webcast. If you have not registered to attend the meeting, but would like to listen in only on the day of the meeting at 2:00 p.m. (EDT), the toll-free number and access code will be displayed on the site www.viewproxy.com/CNBFinancial/2024.

Obtaining an Annual Report on Form 10-K

The Corporation is required to file an Annual Report on Form 10-K (the “Form 10-K”) for the 2023 fiscal year with the U.S. Securities and Exchange Commission (“SEC”). Shareholders may obtain, free of charge, a copy of the Form 10-K by writing to Richard L. Greslick, Jr., Secretary, CNB Financial Corporation, P.O. Box 42, Clearfield, Pennsylvania 16830. Our 2023 Annual Report is also available free of charge on the Investor Relations section of our website (www.cnbbank.bank).

Table of Contents

PROPOSAL 1. ELECTION OF DIRECTORS

The Bylaws provide that the Board shall consist of not less than nine nor more than twenty-four persons. The Board has acted to fix the number of directors of the Corporation for the ensuing year at twelve, including ten independent directors and two directors who are also members of the Corporation’s management team.

The Bylaws further provide that the Board shall be classified into three classes with each class consisting of not less than three nor more than eight directors. The Board has elected to fix the number of each class of directors at four. One class of directors is to be elected annually for a three-year term and until their successors are elected and qualified, or until their earlier death, resignation, removal or achievement of the mandatory retirement age on the day a director becomes 70 years old. The four Class 3 nominees named below are nominated to serve as Class 3 directors to hold office for a three-year term expiring at the third succeeding annual meeting (in the year 2027). Each nominee has consented to be named as a nominee and has agreed to serve if elected. If, for any reason, any of the nominees named below should become unavailable to serve, the enclosed proxy will be voted for the remaining nominees and such other person or persons as the Board may select among those recommended by the Corporate Governance/Nominating Committee.

Information as to Nominees and Other Directors

The following tables set forth the names of the nominees for election as directors and the current directors of the Corporation. Also set forth in the tables is certain other information with respect to each such person’s age at December 31, 2023, the periods during which such person has served as a director of the Corporation, and positions currently held with the Corporation.

Following the tables are biographies of each of the nominees and continuing directors which contain information regarding each such person’s business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Corporate Governance/Nominating Committee and the Board to determine that such person should serve as a director as of the time of filing of this Proxy Statement. The Corporate Governance/Nominating 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.

Table of Contents

NOMINEES:

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

Name

Age at
December 31,
2023

Business Experience

(Past Five Years)

Positions Held at CNB

Director
Since

Michael Obi
Independent Director

President, UBIZ Venture Capital

Chief Executive Officer, Spectrum Global Solutions

—

9/14/2021

Michael D. Peduzzi

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 Corp. and CNB

Bank

President & Chief Operating Officer, CNB Bank

1/1/2023

Joel E. Peterson
Independent Director

Chairman/CEO, Clearfield Wholesale Paper

—

9/13/2011

Richard B. Seager
Independent Director

Owner, Ritri Holdings, LLC

President and CEO, Journey Health System

—

12/14/2010

Michael Obi is President of UBIZ Venture Capital and Chief Executive Officer of Spectrum Global Holdings, LLC, in Cleveland, Ohio. He has seventeen years of experience working in banking and financial services, including executive leadership positions at KeyBank, Bank of America, Wells Fargo and SunTrust. Prior to launching Spectrum Global Holdings, LLC, he served as Senior Vice President for KeyBank’s Retail and Business Banking Segments. 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. 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. 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 joined CNB Financial Corporation as the President and Chief Operating Officer of CNB Bank in August 2021. He became CEO of CNB Bank on July 1, 2022, and became President and CEO of CNB Financial Corporation on December 31, 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 the Bank, Mr. Peduzzi served as an executive at other publicly-held financial institutions, including as the Senior Vice President and Chief Financial Officer of Mid Penn Bancorp, Inc. from 2016 through August 2021. He has 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 Pennsylvania-licensed Certified Public Accountant and a member of both the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants.

Joel E. Peterson is the Chairman/CEO of Clearfield Wholesale Paper Company, a fourth-generation business that is over 102 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. Mr. Peterson is a graduate of Pennsylvania State University with a major in Accounting and Marketing. Currently, he 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, by virtue of his executive service and business and community involvement in our CNB market, brings meaningful corporate governance experience to the Board.

Table of Contents

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 Chief Executive Officer of multiple companies.

There are no arrangements or understandings between any director nominee and any other person pursuant to which they were selected as a director nominee.

Vote Required

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

If an incumbent director fails to be reelected by a majority of votes cast, that director is required under our Bylaws to promptly deliver to the Board his or her irrevocable offer to resign from the Board. The Board will consider such director’s offer to resign, taking into consideration any such factors that the Board deems relevant in deciding whether to accept such director’s resignation, including any recommendation of the Corporate Governance/Nominating Committee. The Board is required to act on such director’s resignation within 90 days after the election results are certified.

Our Recommendation

The Board unanimously recommends that shareholders vote FOR each of the foregoing Class 3 nominees.

The following Class 2 directors’ terms expire at the time of the annual meeting in 2025.

Name

Age at
December 31,
2023

Business Experience

(Past Five Years)

Positions Held at CNB

Director
Since

Richard L. Greslick, Jr.

Senior Executive Vice President,
Chief Operating Officer and
Secretary, CNB Financial Corp.
and CNB Bank

Senior Executive Vice President, Chief Operating Officer and Secretary, CNB Financial Corp. and CNB Bank

1/1/2012

Deborah Dick Pontzer
Independent Director

President of Grow Rural PA

Economic & Workforce Specialist for Congressman Glenn Thompson

—

6/10/2003

Nicholas N. Scott
Independent Director

Vice President/Owner Scott
Enterprises

—

5/14/2013

Julie M. Young
Independent Director

Employment Attorney, JMY Law, LLC

—

5/14/2019

Richard L. Greslick, Jr., has been with the Corporation since 1998 and serves as the Senior Executive Vice President & Chief Operating Officer of CNB Bank. Mr. Greslick has served as a director and Secretary of CNB Financial Corporation and director and Senior Executive Vice President of CNB Bank since January 2012. He previously held roles as the Chief Support Officer and Senior Vice President of Administration. Mr. Greslick holds a Bachelor of Science in Accounting from Indiana University of Pennsylvania and is a 2009 graduate of the American Bankers Association’s Stonier National Graduate School of Banking in Philadelphia, Pennsylvania. Mr. Greslick has served and continues to serve on various boards within the community. Mr. Greslick’s experience as an executive of the Corporation provides him with a thorough knowledge of the Corporation’s opportunities, challenges, and operations.

Table of Contents

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 Masters 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 has a degree in Hotel, Restaurant, and Institutional Management from The Pennsylvania State University. Mr. Scott also serves on numerous boards in his community. 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 HR 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 HR 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 the Corporation’s business and strategic goals.

The following Class 1 directors’ terms expire at the time of the annual meeting in 2026.

Name

Age at
December 31,
2023

Business Experience

(Past Five Years)

Positions Held at CNB

Director
Since

Jeffrey S. Powell

Independent Director

Chairperson of the Board, appointed effective January 1, 2024

President, J.J. Powell, Inc.

—

12/27/1994

Peter F. Smith
Independent Director

Former Chairperson of the Board (Retired as Chairperson effective December 31, 2023),

Attorney at Law

—

09/12/1989

Francis X. Straub, III
Independent Director

President/CEO of U.S. Complete Care Inc.

—

4/19/2015

Peter C. Varischetti
Independent Director

President, Varischetti Holdings, LP

—

8/11/2015

Jeffrey S. Powell serves as Chairperson of the Board effective January 1, 2024, and has served as a director of both the Corporation and the Bank for 29 years. Prior to becoming Chairperson of the Board, Mr. Powell served as the Audit Committee Chairperson for 26 years. He is a graduate of The Pennsylvania State University where he earned a degree in Business Administration. He is currently the President of J.J. Powell Inc., a petroleum marketer, as well as Snappy’s Convenience Stores. Mr. Powell’s extensive executive experience in the petroleum marketing and retail convenience industry, as well as nearly three decades of serving on the Boards of the Corporation and the Bank, provide strong knowledge regarding finance, operations compliance and planning to the Board.

Table of Contents

Peter F. Smith graduated from Williams College in 1976 and from the Dickinson School of Law in 1981. Mr. Smith has practiced law in central Pennsylvania since 1981. He represents a diverse group of businesses and their owners concentrating on commercial transactions, real estate, mineral law, estate planning and related litigation. Mr. Smith served on the Ethics Committee of the Pennsylvania Bar Association for over 20 years. He has authored numerous written opinions to assist other lawyers with ethical issues. Mr. Smith has also spoken as a panelist and presented seminars for the Pennsylvania Bar Institute. He continues to serve numerous charitable and public service organizations. Mr. Smith was Chairperson of the Board from 2017 through December 31, 2023. Mr. Smith’s legal and leadership experience provides the Board with valuable insight into legal and other matters affecting CNB, its customers and its markets. Mr. Smith has strong corporate governance, lending and financial experience resulting from thirty-four years tenure as a director of the corporation and its subsidiary CNB Bank.

Francis X. Straub, III is President/CEO 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. He is an alumnus of Duquesne University, where he earned a Bachelor of Science degree in pharmacy. 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 at Value Drug Company, and as a board member on the Penn Highlands Northern Regional board and at Straub Brewery Inc. Furthermore, his business acumen extends to industrial manufacturing, oil and gas production, medical services, and commercial real estate development.

Peter C. Varischetti serves as Audit Committee Chairperson. He is the President of Varischetti Holdings, LP, a privately held holding company that includes businesses in the manufacturing industry, gas field services, fabrication, electrical contracting, automation & control systems, and real estate. He is also a director and officer of Guardian Healthcare Holdings, Inc., a healthcare services company providing skilled nursing, rehabilitation, pharmacy, and healthcare staffing services to communities in Pennsylvania and West Virginia. Additionally, Mr. Varischetti is the President of Varischetti Sports, LLC, which owns a minority interest in the Pittsburgh Steelers. In these capacities, Mr. Varischetti is ultimately responsible for leading various businesses across a number of industries and oversees all major corporate functions, including such companies’ financial reporting and merger and acquisition activities. This leadership experience, together with serving on the Audit Committee of the Board since 2017, has enabled Mr. Varischetti to develop an understanding of generally accepted accounting principles and financial statements, the ability to analyze financial statements of a complexity similar to those of the Corporation, and an understanding of internal control over financial reporting and audit committee functions. In addition to his for-profit work, Mr. Varischetti devotes considerable time to charitable and public service causes. He is currently a member of the Board of Trustees for the University of Pittsburgh and chairman of the Brockway Center for Arts and Technology. He also 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 for the Frank Varischetti Foundation. He holds a Bachelor of Science degree in Business Administration from the University of Pittsburgh. Given this background, the Board believes that Mr. Varischetti meets the requirements adopted by the SEC for qualification as an audit committee financial expert.

Table of Contents

PROPOSAL 2. CHARTER AMENDMENT

The Board is asking our shareholders to amend the Corporation’s Articles of Incorporation to grant the Board the concurrent right to amend the Corporation’s Bylaws by the vote of a majority of the directors present and voting at a meeting at which a quorum is present; provided that any bylaw provision amended or adopted by the Board that adversely affects the rights of the shareholders must be ratified by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter prior to such amended or adopted bylaw provision taking effect; provided further that any bylaw provision amended or adopted by our shareholders may only be amended or repealed by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter; and provided further that any bylaw provision amended or adopted by the Board may be amended or repealed by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter.

Our Board is committed to strong and effective corporate governance and monitors regularly our corporate governance policies and practices and believes that amending our Articles of Incorporation to grant the Board the concurrent right to amend our Bylaws is in our best interests and in the best interests of our shareholders. Our Bylaws establish a number of fundamental corporate governance operating principles, including rules for meetings of directors and shareholders, election and duties of directors and officers and issuances of shares. Due to the Board’s fiduciary obligations to the Corporation and all of our shareholders, including institutional investors, both active and passive, and retail and individual investors, we believe that it is appropriate for the Board to have the ability to make appropriate amendments to our Bylaws. Amending our Articles of Incorporation to provide our Board with the power to amend our Bylaws will facilitate our ability to efficiently implement and adapt corporate policies and procedures as changing circumstances may necessitate, without having to incur the expense and delay of soliciting proxies and votes from our shareholders and holding a meeting of our shareholders. If this proposal is approved, the power that will be conferred upon the directors will not divest or limit the power of shareholders to adopt, amend or repeal our bylaws, and our Board will not have the power to amend or repeal a Bylaw provision that is adopted or amended by our shareholders.

After careful consideration, we believe that such action is in the best interests of our shareholders. We are proposing an amendment to Article 9 of our Articles of Incorporation to provide that our Bylaws may be amended by the vote of a majority of the directors present and voting at a meeting at which a quorum is present or by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter; provided that any bylaw provision amended or adopted by the Board that adversely affects the rights of the shareholders must be ratified by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter prior to such amended or adopted bylaw provision taking effect; provided further that any bylaw provision amended or adopted by our shareholders may only be amended or repealed by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter; and provided further that any bylaw provision amended or adopted by our Board may be amended or repealed by the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter. A copy of the proposed amendment to our Articles of Incorporation is attached as Appendix A to this Proxy Statement and incorporated by reference into this proposal. Finally, the Board believes that this amendment better aligns our practices with those of the majority of public companies, including the Corporation’s peers, nearly all of which grant their board of directors the right to amend their bylaws.

If this proposal is approved, the Board intends to adopt an amendment to Section 8.08 of our Bylaws, which addresses the ability to make amendments, to conform to the similar provision of Article 9 of our Articles of Incorporation.

Vote Required

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

Our Recommendation

The Board unanimously recommends that shareholders vote FOR the proposal.

Table of Contents

PROPOSAL 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION

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

As described in greater detail under the heading “Compensation Discussion and Analysis,” the Corporation seeks to align the interests of our NEOs with the interests of our shareholders. Our executive compensation programs are designed to reward our NEOs for the achievement of short-term results and long-term growth that are consistent with enhancing shareholder value, while at the same time discouraging unnecessary or excessive risk-taking.

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

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

Vote Required

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

Our Recommendation

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

Table of Contents

PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board is responsible for selecting the Corporation’s independent registered public accounting firm. At its meeting held on February 13, 2024, the Audit Committee appointed FORVIS, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. Although shareholder approval for this appointment is not required, the Board is submitting the selection of FORVIS, LLP for ratification to obtain the views of shareholders. If the appointment is not ratified, the Audit Committee will reconsider its selection.

In making the appointment of FORVIS, LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2024, the Audit Committee considered whether FORVIS, LLP’s provision of services other than audit services is compatible with maintaining independence as our independent auditors and decided that the provision of such services is compatible with maintaining independence.

Vote Required

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

Our Recommendation

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

Table of Contents

CONCERNING THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Corporation’s independent registered public accounting firm for the fiscal year ended December 31, 2023 was FORVIS, LLP. The Audit Committee had selected FORVIS, LLP to be the independent registered public accounting firm for the fiscal year ending December 31, 2023. Representatives of FORVIS, LLP are expected to be available during the virtual Annual Meeting to respond to appropriate questions and to make such statements as they may desire, including comments on the financial statements of the Corporation.

Audit Fees

The following table shows the fees paid or accrued by the Corporation for professional services provided by FORVIS, LLP during the fiscal year ended December 31, 2023 and 2022:


	December 31,
	2023		2022
Audit Fees	$	432,200	$	415,000
Audit-Related Fees	23,150		—
Tax Fees	25,300		28,000
All Other Fees	—		75,000
	$	480,650	$	518,000

Audit fees represent fees for professional services rendered by FORVIS, LLP in connection with the audit of the Corporation’s consolidated financial statements and internal control over financial reporting and reviews of the consolidated financial statements included in the Corporation’s quarterly reports on Form 10-Q. Tax fees relate to the Corporation’s Federal and State income tax compliance. Audit-related fees for 2023 represent fees related to audit services performed for the CNB Bank Employees' Savings & Profit-Sharing Plan and Trust. The amount paid for “All Other Fees” for 2022 represent fees related to certain services provided by FORVIS, LLP in support of the Corporation’s common equity capital raise in 2022.

Auditor Independence

The Audit Committee of the Board believes that the non-audit services provided by FORVIS, LLP were compatible with the effective provision of support to the Corporation while maintaining the auditor’s independence in connection with the audit of the Corporation’s consolidated financial statements and internal control over financial reporting. None of the time devoted by FORVIS, LLP on its engagement to audit the financial statements for the year ended December 31, 2023 is attributable to work performed by persons other than full-time, permanent employees of FORVIS, LLP. The Audit Committee is responsible for approving any service provided by the Corporation’s independent registered public accounting firm. The Audit Committee pre-approved all services performed by FORVIS, LLP during 2023 and 2022, including those listed in the table above.

Table of Contents

CORPORATE GOVERNANCE

General

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

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

Board Leadership Structure

The Corporation has elected to have two separate individuals as Chief Executive Officer (“CEO”) and Chairperson. The Board believes that this separation facilitates the independence of the Board and is appropriate for the size and structure of the Corporation. In addition, this structure allows us to draw upon the skills and experiences of both our Chairperson and our CEO, while allowing our CEO to focus on overseeing the Corporation’s day-to-day operations and long-term strategic planning. If in the future, the Board, after considering facts and circumstances at that time, appoints the CEO as Chairperson of the Board, we will promptly publicly disclose the appointment.

The Chairperson’s duties and responsibilities include: (1) developing and establishing Board meeting agendas and the appropriate schedule of Board meetings, in consultation with the CEO and the other directors; (2) along with other Board members, engaging in communications with shareholders and other stakeholders, including at our annual meetings; (3) engaging with the CEO, chairs of Board committees, and other members of the Board regarding Board structure; and (4) encouraging professional development of the Board members and executive officers.

Mr. Smith served as Chairperson of the Board through December 31, 2023, when he stepped down as Chairperson, but remained as a Board member, in advance of his mandatory retirement in 2024 in accordance with the age limitation for directors under the Corporation’s Bylaws. The Board elected Mr. Powell as Chairperson, effective January 1, 2024. Mr. Powell has served as a director of the Corporation and CNB Bank since 1994 and served as the Audit Committee Chairperson for 26 years prior to becoming Board Chairperson.

Risk Oversight

Risk identification and management are essential elements for the successful management of the Corporation. In the normal course of business, the Corporation is subject to various types of risk. These risks are controlled through policies and procedures established throughout the Corporation, which are monitored and reviewed by the Board. Our Board is responsible for overseeing our company-wide approach to the identification, assessment, and management of short-term, intermediate-term, and long-term risks facing the Corporation. The Board recognizes its responsibility for overseeing the assessment and management of risks that may threaten the Corporation's safety and soundness, and the successful execution of our long-term strategies, and in this capacity the Board consults with outside advisors and experts when necessary.

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

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