UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
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April 9, 2025
Dear Fellow Stockholder:
The annual meeting of stockholders of CB Financial Services, Inc. (the “Company”), the holding company for Community Bank, will be held at the Ralph J. Sommers, Jr. Operations Center of Community Bank, 600 EverGreene Drive, Waynesburg, Pennsylvania, on Wednesday, May 21, 2025, at 9:00 a.m., local time.
The notice of annual meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. Directors and officers of the Company, as well as representatives of Forvis Mazars, LLP, the Company’s independent registered public accounting firm, will be present to respond to appropriate questions from stockholders.
It is important that your shares are represented at the meeting, regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote by promptly completing and mailing the enclosed proxy card or by voting via the Internet or by telephone. Internet and telephone voting instructions appear on the enclosed proxy card. If you attend the meeting, you may vote in person, even if you have previously mailed a proxy card or voted via the Internet or by telephone.
Sincerely,
Mark E. Fox John H. Montgomery
Chairman of the Board President & Chief Executive Officer
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100 North Market Street
Carmichaels, Pennsylvania 15320
(724) 966-5041
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TIME AND DATE 9:00 a.m., local time, on Wednesday, May 21, 2025.
PLACE Ralph J. Sommers, Jr. Operations Center of Community Bank,
600 EverGreene Drive, Waynesburg, Pennsylvania.
ITEMS OF BUSINESS (1) To elect three directors to serve for a term of three years.
(2) To ratify the appointment of Forvis Mazars, LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
(3) To hold an advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the accompanying proxy statement.
(4) To transact such other business as may properly come before the meeting and any adjournment or postponement of the meeting.
RECORD DATE In order to vote, you must have been a stockholder at the close of business on March 28, 2025.
PROXY VOTING It is important that your shares be represented and voted at the meeting. You can vote your shares via the Internet, by telephone or by completing and returning the proxy card or voting instruction card sent to you. You can revoke your proxy at any time before its exercise at the meeting by following the instructions in the proxy statement.
By Order of the Board of Directors,
Elizabeth A. Calvario
Corporate Secretary
Carmichaels, Pennsylvania
April 9, 2025
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PROXY STATEMENT OF
CB FINANCIAL SERVICES, INC.
(Holding Company for Community Bank)
GENERAL INFORMATION
We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of CB Financial Services, Inc. (the “Board”) for the 2025 annual meeting of stockholders and for any adjournment or postponement of the meeting. In this proxy statement, we may also refer to CB Financial Services, Inc. as “CB Financial,” the “Company,” “we,” “our” or “us” and to Community Bank as the “Bank.”
We are holding the 2025 annual meeting of stockholders at the Ralph J. Sommers, Jr. Operations Center of Community Bank, 600 EverGreene Drive, Waynesburg, Pennsylvania, on Wednesday, May 21, 2025, at 9:00 a.m., local time.
This proxy statement and the enclosed proxy card are first being made available to stockholders of record beginning on or about April 9, 2025.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD ON MAY 21, 2025
This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission, are available online at http://www.envisionreports.com/CBFV.
INFORMATION ABOUT VOTING
Who Can Vote at the Meeting
You are entitled to vote your shares of Company common stock that you owned as of March 28, 2025. As of the close of business on that date, 5,102,189 shares of Company common stock were outstanding. Each share of common stock has one vote.
The Company’s Articles of Incorporation provides that record holders of the Company’s common stock who beneficially own, either directly or indirectly, in excess of 15% of the Company’s outstanding shares are not entitled to any vote with respect to those shares held in excess of the 15% limit, subject to limited exceptions.
Ownership of Shares; Attending the Meeting
You may own shares of the Company in one or more of the following ways:
•Directly in your name as the stockholder of record; and/or
•Indirectly through a broker, bank or other holder of record in “street name.”
If your shares are registered directly in your name, you are the holder of record of these shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us or to vote in person at the meeting.
If you hold your shares in street name, your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by filling out a voting instruction form that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Please see the instruction form provided by your broker, bank or other holder of record that accompanies this proxy statement. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. Examples of proof of ownership are a recent brokerage statement or a letter from a bank or broker. If you want to vote your shares of CB Financial common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or other nominee who is the record holder of your shares.
Quorum and Voting
Quorum. We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the outstanding shares of common stock entitled to vote are present at the meeting, either in person or by proxy.
Vote Required for Proposals. In voting on the election of directors, you may vote in favor of the nominees, withhold votes as to all nominees, or withhold votes as to specific nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality of the votes cast at the annual meeting. This means that the nominees receiving the
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greatest number of votes will be elected, up to the maximum number of directors to be elected at the annual meeting. The maximum number of directors to be elected at the annual meeting is three.
In voting on the ratification of the appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To ratify the appointment of Forvis Mazars, LLP, the affirmative vote of a majority of the votes cast at the annual meeting is required.
In voting on the proposal to approve the compensation of the named executive officers, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To approve the compensation of the named executive officers, the affirmative vote of a majority of the votes cast at the annual meeting is required.
How We Count Votes. If you return valid proxy instructions or attend the meeting in-person, we will count your shares to determine whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted to determine the existence of a quorum.
In the election of directors, votes that are withheld and broker non-votes will have no effect on the outcome of the election.
In counting votes on the proposal to ratify the appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm, we will not count abstentions and broker non-votes as votes cast. Therefore, abstentions and broker non-votes will have no effect on the outcome of the vote on the proposal. Similarly, abstentions and broker non-votes will have no effect on the outcome of the advisory (non-binding) vote on the compensation of the named executive officers.
Effect of Not Casting Your Vote
If you hold your shares in street name, you must cast your vote if you want it to count in the election of directors (Item 1), or in the advisory (non-binding) vote regarding the compensation of the named executive officers (Item 3). Current stock market regulations prohibit your bank or broker from voting your uninstructed shares in the election of directors and on certain other matters on a discretionary basis. Therefore, if you hold your shares in street name and you do not instruct your bank or broker how to vote on Items 1 or 3, no votes will be cast on these matters on your behalf. These are referred to as “broker non-votes.” Your bank or broker, however, has discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Item 2).
Voting by Proxy
The Company’s Board is sending you this proxy statement to request that you allow your shares of Company common stock to be represented at the annual meeting by the persons named on the enclosed proxy card. All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Board.
The Board unanimously recommends that you vote:
•“FOR” all the nominees for director;
•“FOR” the ratification of the appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and
•“FOR” the approval of the compensation of the Company’s named executive officers.
If any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the annual meeting to solicit additional proxies. If the annual meeting is postponed or adjourned, your shares of Company common stock may be voted by the persons named in the proxy card on the new meeting date, provided that the new meeting occurs within 30 days of the original date of the annual meeting and you have not revoked your proxy. We do not currently know of any other matters to be presented at the annual meeting.
Instead of voting by completing and mailing a proxy card, registered stockholders can vote their shares of Company common stock via the Internet or by telephone. The Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for Internet and telephone voting appear on the enclosed proxy card. The deadline for voting via the Internet or by telephone is 1:00 a.m., Eastern Time, on May 21, 2025.
Revoking Your Proxy
Whether you vote by mail, telephone or via the Internet, if you are a registered stockholder, unless otherwise noted, you may later revoke your proxy by:
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•sending a written statement to that effect to the Company’s Corporate Secretary;
•submitting a properly signed proxy card with a later date;
•voting by telephone or via the Internet at a later time (if initially able to vote in that manner), so long as such vote is received by the applicable time and date set forth above for registered stockholders; or
•voting in person at the annual meeting.
If you hold your shares through a bank, broker, trustee or nominee and you have instructed the bank, broker, trustee or nominee to vote your shares, you must follow the directions received from your bank, broker, trustee or nominee to change those instructions.
CORPORATE GOVERNANCE
Director Independence
The Company’s Board currently consists of 9 members, all of whom are independent under the listing requirements of the NASDAQ Stock Market except for John H. Montgomery, a current employee, and Ralph Burchianti, who was employed until his retirement in April 2024. In determining the independence of directors, the Board considered the various deposit, loan and other relationships that each director has with the Bank, including loans and lines of credit outstanding to Mark E. Fox, Charles R. Guthrie, CPA, John J. LaCarte, Roberta Robinson Olejasz and David F. Pollock or to their related entities, as well as the transactions disclosed under “Other Information Relating to Directors and Executive Officers—Transactions with Related Persons”, but determined in each case that these relationships did not interfere with their exercise of independent judgment in carrying out their responsibilities as directors.
Board Leadership Structure and Board’s Role in Risk Oversight
Mr. Fox serves as Chairman of the Board and Mr. Guthrie serves as Vice Chairman of the Board. The Board believes this arrangement is appropriate given that more than a simple majority of the members of the Board are independent. The Board believes that the independent directors, working together, provide strong, independent oversight of the Company’s management and affairs. The Board has not designated a lead independent director.
Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. The Company faces several risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the daily management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management to discuss strategy and the risks facing the Company. Senior management attends the Board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. The independent members of the Board, working together, provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors.
Corporate Governance Policy
The Board has adopted a corporate governance policy to govern certain activities, including: the duties and responsibilities of directors; the composition, responsibilities and operations of the Board; the establishment and operation of Board committees; succession planning; convening executive sessions of independent directors; the Board’s interaction with management and third parties; and the evaluation of the performance of the Board and of the President and Chief Executive Officer.
Board Committees
The following table identifies the Board’s standing committees and their members as of December 31, 2024. All members of each committee are independent in accordance with the listing requirements of the NASDAQ Stock Market. Each committee operates under a written charter that is approved by the Board and that governs its composition, responsibilities and operation.
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Each committee reviews and reassesses the adequacy of its charter at least annually. The charter of each committee is available at the Investor Relations section of the Bank’s website (https://www.cb.bank).
| Director | Audit Committee | Compensation Committee | Nominating/ Corporate Governance Committee | ||||||||||||||
| Jonathan A. Bedway | X | ||||||||||||||||
| Ralph Burchianti | |||||||||||||||||
| Mark E. Fox | X | X | X | ||||||||||||||
| Charles R. Guthrie, CPA | Chairman | X | X | ||||||||||||||
| John J. LaCarte | X | Chairman | X | ||||||||||||||
| John H. Montgomery | |||||||||||||||||
| Roberta Robinson Olejasz | X | ||||||||||||||||
| David F. Pollock | X | Vice Chairman | |||||||||||||||
| John M. Swiatek | Vice Chairman | Vice Chairman | Chairman | ||||||||||||||
Number of meetings in fiscal 2024 | 8 | 4 | 2 | ||||||||||||||
Audit Committee
The Audit Committee is responsible for providing oversight relating to our consolidated financial statements and financial reporting process, systems of internal accounting and financial controls, internal audit function, annual independent audit and the compliance and ethics programs established by management and the Board. The Audit Committee is also responsible for engaging the Company’s independent registered public accounting firm and monitoring its conduct and independence. The Company’s Board has designated Charles R. Guthrie, CPA as an “audit committee financial expert” under the rules of the Securities and Exchange Commission.
Compensation Committee
The Compensation Committee approves the compensation objectives for the Company and the Bank, establishes the compensation for the Company’s and Bank’s executive management and conducts the performance review of the President and Chief Executive Officer. The Compensation Committee reviews and evaluates all components of compensation, including salaries, cash incentive plans, long-term incentive plans and various employee benefit matters. The Compensation Committee also administers and has discretionary authority over the issuance of equity awards under the Company’s equity incentive plan. Decisions by the Compensation Committee with respect to the compensation of executive officers, except for the issuance of equity awards, are approved by the full Board. The Compensation Committee also assists the Board in evaluating potential candidates for executive positions. With respect to other executive officers, the Chief Executive Officer recommends their annual compensation based on both individual and company-wide performance, subject to review and approval of the Compensation Committee and the Board. In addition, the Compensation Committee may delegate to management certain of its duties and responsibilities, including the adoption, amendment, modification or termination of the Bank’s tax-qualified retirement plans and health and welfare plans. The Compensation Committee also reviews the form and amount of compensation paid to our non-management directors from time to time.
The Compensation Committee has sole authority and responsibility under its charter to approve the engagement of any compensation consultant it uses and the fees for those services. The Compensation Committee did not engage the services of a compensation consultant during 2024.
Nominating/Corporate Governance Committee
The Nominating/Corporate Governance Committee assists the Board in: (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; (ii) recommending to the Board the director nominees for the next annual meeting; (iii) implementing policies and practices relating to corporate governance, including implementation of and monitoring adherence to corporate governance guidelines; (iv) leading the Board in its annual review of the Board’s performance; and (v) recommending director nominees for each committee.
Minimum Qualifications for Director Nominees. The Nominating/Corporate Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board. A candidate must meet the eligibility requirements set forth in the Company’s Bylaws, which include a requirement that the candidate has not been subject
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to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board or committee governing documents.
If a candidate is deemed eligible for election to the Board, the Nominating/Corporate Governance Committee will then evaluate the following criteria in selecting nominees:
•contributions to the range of talent, skill and expertise of the Board;
•financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and ability to read and understand financial statements;
•familiarity with the Company’s market area and participation in and ties to local businesses and local civic, charitable and religious organizations;
•personal and professional integrity, honesty and reputation;
•the ability to represent the best interests of the stockholders of the Company and the best interests of the institution;
•the ability to devote sufficient time and energy to the performance of his or her duties;
•independence, as the term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria; and
•current equity holdings in the Company.
The Nominating/Corporate Governance Committee also will consider any other factors it deems relevant, including diversity, age, competition, size of the Board and regulatory disclosure obligations.
With respect to nominating an existing director for re-election to the Board, the Nominating/Corporate Governance Committee will consider and review an existing director’s attendance and performance at Board meetings and at meetings of committees on which he or she serves; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.
Director Nomination Process. For purposes of identifying nominees for the Board, the Nominating/Corporate Governance Committee relies on personal contacts of the committee members and other members of the Board, as well as its knowledge of members of the communities served by the Bank. The Nominating/Corporate Governance Committee will also consider director candidates recommended by stockholders according to the policy and procedures set forth below. The Nominating/Corporate Governance Committee has not previously used an independent search firm to identify nominees.
In evaluating potential nominees, the Nominating/Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Nominating/Corporate Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.
Consideration of Stockholder Recommendations. It is the policy of the Nominating/Corporate Governance Committee to consider director candidates recommended by stockholders who appear to be qualified to serve on the Company’s Board. The Nominating/Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and the Nominating/Corporate Governance Committee does not perceive a need to increase the size of the Board. In order to avoid the unnecessary use of the Nominating/Corporate Governance Committee’s resources, the Nominating/Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.
Procedures to be Followed by Stockholders. To submit a recommendation of a director candidate to the Nominating/Corporate Governance Committee, a stockholder should submit the following information in writing, addressed to the Chairman of the Nominating/Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:
1.The name of the person recommended as a director candidate;
2.All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934;
3.The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;
4.As to the stockholder making the recommendation, the name and address of such stockholder as they appear on the Company’s records; provided, however, that if the stockholder is not a registered holder of the Company’s common stock, the stockholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and
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5.A statement disclosing whether such stockholder is acting with or on behalf of any other person and, if applicable, the identity of such person.
In order for a director candidate to be considered for nomination at the Company’s annual meeting of stockholders, the recommendation must be received by the Nominating/Corporate Governance Committee at least 120 calendar days before the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting, advanced by one year.
Board and Committee Meetings
During the fiscal year ended December 31, 2024, the Company’s Board of Directors held 13 meetings. No director attended less than 75% of the total meetings of the Company’s and the Bank’s Board of Directors and the respective committees on which such director served during the fiscal year.
Director Attendance at Annual Meeting of Stockholders
The Board encourages each director to attend the Company’s annual meeting of stockholders. All of the Company’s then serving directors attended last year’s annual meeting of stockholders.
Code of Ethics and Business Conduct
The Company has adopted a code of ethics and business conduct which applies to all of the Company’s and the Bank’s directors, officers and employees. A copy of the code of ethics and business conduct is available on the Investor Relations section of the Bank’s website (https://www.cb.bank).
REPORT OF THE AUDIT COMMITTEE
The Company’s management is responsible for the Company’s internal controls and financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles in the United States. The Audit Committee oversees the Company’s internal controls and financial reporting process on behalf of the Board of Directors.
In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 1301, Communications with Audit Committee, which include matters related to the conduct of the audit of the Company’s consolidated financial statements.
In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm, required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence from the Company and its management. In concluding that the registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.
The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in its report, express an opinion on the conformity of the Company’s consolidated financial statements to generally accepted accounting principles in the United States. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that the Company’s consolidated financial statements are presented in accordance with generally accepted accounting principles in the
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United States, that the audit of the Company’s consolidated financial statements has been carried out in accordance with generally accepted auditing standards or that the Company’s independent registered public accounting firm is “independent.”
In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board, and the Board has approved, that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the Securities and Exchange Commission. The Audit Committee also has approved, subject to stockholder ratification, the selection of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Audit Committee of the Board of Directors of
CB Financial Services, Inc.
Charles R. Guthrie, CPA, Chairman
John M. Swiatek, Vice Chairman
Mark E. Fox
John J. LaCarte
Roberta Robinson Olejasz
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, 2024.
| Director | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards (2) | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | ||||||||||||||||||||||||||
| Jonathan A. Bedway | $ | 31,200 | $ | 22,120 | $ | — | $ | — | $ | 2,600 | $ | 55,920 | ||||||||||||||||||||
| Ralph Burchianti | 18,200 | 28,314 | 28,189 | — | 175,656 | (3) (4) | 250,359 | |||||||||||||||||||||||||
| Mark E. Fox | 51,000 | 22,120 | — | — | 2,600 | 75,720 | ||||||||||||||||||||||||||
| Charles R. Guthrie, CPA | 48,000 | 22,120 | — | — | 2,600 | 72,720 | ||||||||||||||||||||||||||
| John J. LaCarte | 37,800 | 22,120 | — | — | 2,600 | 62,520 | ||||||||||||||||||||||||||
| Roberta Robinson Olejasz | 31,200 | 22,120 | — | — | 2,600 | 55,920 | ||||||||||||||||||||||||||
| David F. Pollock | 34,800 | 22,120 | — | — | 2,600 | 59,520 | ||||||||||||||||||||||||||
| John M. Swiatek | 34,800 | 22,120 | — | — | 2,600 | 59,520 | ||||||||||||||||||||||||||
(1)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 ($22.12 per share on February 16, 2024). 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, 2025. As of December 31, 2024, each listed director had outstanding stock awards of 1,000 shares. See “Executive Compensation – Equity Incentive Plan.”
(2)Reflects the aggregate grant date fair value for stock options computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718 – Share Based Payment, using the binomial option pricing model to estimate the fair value of stock option awards. Stock options 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, 2025. As of December 31, 2024, Mr. Burchianti had outstanding stock options of 5,870 shares. See “Executive Compensation – Equity Incentive Plan.”
(3) Includes salary ($106,654) paid until Mr. Burchianti's retirement on April 30, 2024, bonus ($17,759) in accordance with the non-equity incentive plan, executive consulting fees ($35,000) and perquisites ($16,243)(4) in accordance with the Executive Consultant agreement with Mr. Burchianti. See "Director Compensation - Executive Consultant Agreement."
(4) The following details the amounts reported in the “All Other Compensation” column for Mr. Burchianti in 2024. There could be excluded perquisites which did not exceed $10,000. Employer contributions to 401(k) plan ($9,813), employer insurance premiums ($2,180), cash in lieu of dividends on restricted stock awards ($3,628) and imputed income on split dollar life insurance ($622).
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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 served as Senior Executive Vice President and Chief Credit Officer until his retirement date of April 30, 2024.
Mr. Burchianti is serving as an executive consultant to the Bank until April 30, 2025, during which time he continues to 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 is 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.
Split Dollar Agreements. The Bank has entered into a split dollar life insurance agreement with Mr. Burchianti. The death benefit payable to Mr. Burchianti is $200,000, provided, however that the death benefit must not exceed the insured’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 insured’s death benefit has been paid to his designated beneficiary.
STOCK OWNERSHIP
The following table provides information as of March 28, 2025, about the shares of Company common stock that may be considered to be beneficially owned by each nominee for director, by each continuing director, by the executive officers named in the Summary Compensation Table and by all directors and executive officers of the Company as a group. A person may be considered to beneficially own any shares of common stock over which he has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown and none of the named individuals has pledged any of his or her shares.
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| Name | Number of Shares Owned (1) | Percent of Common Stock Outstanding (1)(2) | |||||||||||||||
Directors: | |||||||||||||||||
| Jonathan A. Bedway | 19,999 | * | |||||||||||||||
| Ralph Burchianti | 93,077 | (5) | 1.8% | ||||||||||||||
| Mark E. Fox | 23,592 | (4)(6)(7) | * | ||||||||||||||
| Charles R. Guthrie, CPA | 25,610 | (4)(6) | * | ||||||||||||||
| John J. LaCarte | 139,503 | (4)(7) | 2.7% | ||||||||||||||
| John H. Montgomery | 61,220 | (6) | 1.2% | ||||||||||||||
| Roberta Robinson Olejasz | 14,410 | (3)(7) | * | ||||||||||||||
| David F. Pollock | 50,545 | * | |||||||||||||||
| John M. Swiatek | 25,343 | (6) | * | ||||||||||||||
Executive Officers Who Are Not Directors: | |||||||||||||||||
| Jennifer L. George | 29,050 | (6) | * | ||||||||||||||
| Bruce Sharp | 6,057 | * | |||||||||||||||
| Stephen Cobain | 6,013 | * | |||||||||||||||
| Amanda L. Engles | 1,247 | * | |||||||||||||||
All Directors and Executive Officers as a Group: | |||||||||||||||||
(13 persons) | 495,666 | 9.7% | |||||||||||||||
* Represents less than 1% of the Company’s outstanding shares.
(1)Options that are exercisable or exercisable within 60 days are treated as beneficially owned and are treated as outstanding shares for the purpose of computing the beneficial ownership of the individual who holds the options, but not for the purpose of computing the percentage ownership of any other individual.
(2)Based on 5,102,189 shares of the Company’s common stock outstanding and entitled to vote as of March 28, 2025.
(3)Includes shares owned indirectly through a spouse or child as follows: Ms. Olejasz – 440 shares.
(4)Includes shares held by a corporation or limited partnership as follows: Mr. Fox – 725 shares, Mr. Guthrie – 48 shares and Mr. LaCarte – 85,000 shares.
(5)Includes shares owned indirectly through an investment club as follows: Mr. Burchianti – 2,200 shares. Mr. Burchianti has a 18.25% interest in the investment club and disclaims beneficial ownership with respect to 1,799 shares.
(6)Includes shares owned through a retirement account as follows: Mr. Fox – 7,770 shares, Mr. Guthrie – 6,853 shares, Mr. Montgomery – 2,500 shares, Mr. Swiatek – 6,334 shares and Ms. George – 3,047 shares.
(7)Includes shares held indirectly through a trust as follows: Mr. Fox - 168 shares, Mr. LaCarte - 7,700 shares and Ms. Olejasz - 1,470 shares.
The following table sets forth the names of each person who, directly or indirectly, are known by the Company to be the beneficial owners of more than 5% of the Company’s outstanding common stock as of March 28, 2025.
Name and Address of Beneficial Owners (1) | Number of Shares Owned | Percentage of Shares | |||||||||||||||||||||||||||||||||
| Alliance Bernstein L.P. 501 Commerce Street Nashville, TN 37203 | 421,377 | (1) | 8.3% | (2) | |||||||||||||||||||||||||||||||
| Janney Montgomery Scott LLC 1717 Arch Street Philadelphia, PA 19103 | 309,373 | (1) | 6.1% | (2) | |||||||||||||||||||||||||||||||
(1) Information derived from Schedule 13G filings with the SEC on November 15, 2024 and January 4, 2024, respectively.
(2) Based on 5,102,189 shares of the Company’s common stock outstanding and entitled to vote as of March 28, 2025.
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ITEMS OF BUSINESS TO BE VOTED ON BY STOCKHOLDERS
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: Jonathan A. Bedway, Charles R. Guthrie, CPA, and John H. Montgomery. 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, 2024. 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.
Board Nominees for Terms Ending in 2028
Jonathan A. Bedway. Mr. Bedway, age 59, 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 32 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 65, 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 62, 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 32 years of experience, Mr. Montgomery brings to the Board an in-depth knowledge of the banking industry.
Directors Continuing in Office
The following directors have terms ending in 2026:
Mark E. Fox. Mr. Fox, age 66, 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 39 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.
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John J. LaCarte. Mr. LaCarte, age 58, 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 70, has served as a director since 2006. Mr. Pollock has been a practicing attorney for over 43 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.
The following directors have terms ending in 2027:
Ralph Burchianti. Mr. Burchianti, age 69, was appointed as a director in 2019 and was employed by the Bank from August 1985 to April 2024 as Senior Executive Vice President – Chief Credit Officer. Additionally, Mr. Burchianti currently serves as an Executive Consultant to the Company.
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 53, served as a director of FWVB and Progressive Bank since 2014. Ms. Olejasz was the owner and dealer operator of Bob Robinson Chevrolet-Buick-GMC-Cadillac Inc. from 2005 until her retirement in 2024. 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 67, 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.
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, 2024.
Jennifer L. George. Ms. George, age 52, 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.
Bruce Sharp. Mr. Sharp, age 56, has served as Senior Executive Vice President and Chief Commercial Banking Officer of the Bank since March 2023. Mr. Sharp joined the Bank in February 2022 and served as Executive Vice President and Chief Commercial Banking Officer. Previously, Mr. Sharp served as a Senior Credit Officer for Pinnacle Financial Partners. Most of
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his career, however, was spent working for Truist Financial Corporation (BB&T and SunTrust) in various senior level roles ranging from Credit to Sales Leadership.
Stephen Cobain. Mr. Cobain, age 66, has served as Executive Vice President and Chief Credit Officer of the Bank since May 2024. Mr. Cobain previously served as Executive Vice President and Deputy Chief Credit Officer since March 2023 and joined the Bank in 2022 as Senior Vice President, Head of C&I Syndication and Director of Planning. Prior to joining Community Bank, he was Senior Vice President at Dollar Bank and spent seven years as Executive Vice President and Chief Lending Officer at First Commonwealth Bank. Mr. Cobain also had a 27 year career at Mellon Bank where his last position was President and CEO of Mellon Financial Markets.
Amanda L. Engles. Ms. Engles, age 46, has served as Senior Vice President and Chief Financial Officer of the Bank since February 2025. Ms. Engles previously served as Senior Vice President and Director of Accounting and joined the Bank in March 2023. She served as Senior Vice President and Chief Financial Officer of Emclaire Financial Corp, the former holding company of The Farmers National Bank of Emlenton, from July 2017 until joining the Bank.
Item 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has appointed Forvis Mazars, LLP ("Forvis Mazars") to serve as the Company’s independent registered public accounting firm for the 2025 fiscal year, subject to ratification by stockholders. A representative of Forvis Mazars is expected to be present at the annual meeting to respond to appropriate questions from stockholders and will have the opportunity to make a statement should he desire to do so.
If the ratification of the appointment of the independent registered public accounting firm is not approved by a majority of the votes cast at the annual meeting, the Audit Committee may consider other independent registered public accounting firms.
The Board unanimously recommends that stockholders vote “FOR” the ratification of the appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm for the 2025 fiscal year.
Audit Fees. The following table sets forth the total fees billed by Forvis Mazars for services performed for the 2024 and 2023 fiscal years.
Fiscal 2024 | Fiscal 2023 | ||||||||||
Audit Fees (1) | $ | 345,067 | $ | 352,946 | |||||||
Audit-Related Fees (2) | 14,438 | 13,125 | |||||||||
Tax Fees (3) | — | 27,195 | |||||||||
| Total Fees | $ | 359,505 | $ | 393,266 | |||||||
(1)Includes professional services rendered for the audit of the Company's annual financial statements and review of financial statements included in Forms 10-Q, or services normally provided in connection with statutory and regulatory filings (i.e., attest services required by FDICIA or Section 404 of the Sarbanes-Oxley Act), including out-of-pocket expenses.
(2)Includes professional services rendered in connection with the audit of the Company’s employee benefit plan.
(3)Includes professional services rendered for the preparation of state and federal tax returns and tax consulting matters.
These services and related fees were communicated and approved in accordance with the Audit Committee’s policies and applicable SEC and PCAOB rules.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm. The Audit Committee has adopted a policy for approval of audit and permitted non-audit services by the Company’s independent registered public accounting firm. The Audit Committee will consider annually and approve the provision of audit services by the independent registered public accounting firm and, if appropriate, approve the provision of certain defined audit and non-audit services. The Audit Committee also will consider on a case-by-case basis and, if appropriate, approve specific engagements.
Any proposed specific engagement may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at its next regular meeting. The Audit Committee will regularly review summary reports detailing all services being provided to the Company by its independent registered public accounting firm.
During the fiscal year ended December 31, 2024, all audit-related fees, tax fees, and all other fees set forth in the table above were approved by the Audit Committee.
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Item 3 – Advisory (Non-Binding) Vote to Approve the Compensation of Named Executive Officers
The federal securities laws require the Company to hold a stockholder advisory (non-binding) vote on the compensation of its named executive officers, as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s stockholders the opportunity to endorse or not endorse the Company’s executive compensation program and policies through a vote on the following resolution:
“Resolved, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this proxy statement.”
Because the vote is advisory, it will not be binding upon the Company or the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
The Board unanimously recommends a vote “FOR” approval of the compensation of the Company’s named executive officers.
The federal securities laws also require the Company to obtain, at least once every six years, a stockholder vote on the frequency of a stockholder vote on the compensation of the named executive officers. At the Company’s 2020 annual meeting of stockholders, the Board of Directors recommended, and the Company’s stockholders voted in favor of, an annual advisory vote on the compensation of the named executive officers. The next stockholder vote on the frequency of a stockholder vote on the compensation of the named executive officers will occur no later than at the Company’s 2026 annual meeting of stockholders.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following information is furnished for the principal executive officer of the Company or its subsidiaries and the two most highly-compensated executive officers (other than the principal executive officer) of the Company and its subsidiaries whose total compensation for the fiscal year ended December 31, 2024, exceeded $100,000. These individuals are sometimes referred to in this proxy statement as the “named executive officers.”
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 | 2024 | $ | 470,585 | $ | — | $ | 73,937 | $ | 66,360 | $ | 66,393 | $ | 51,272 | $ | 728,547 | |||||||||||||||||
| 2023 | 449,221 | 300,000 | 88,265 | 193,107 | 94,641 | 56,903 | 1,182,137 | |||||||||||||||||||||||||
Bruce Sharp Senior Executive Vice President & Chief Commercial Banking Officer | 2024 | $ | 282,315 | $ | — | $ | 36,339 | $ | 25,880 | $ | 25,758 | $ | 34,260 | $ | 404,552 | |||||||||||||||||
Jennifer L. George Senior Executive Vice President & Chief Operating Officer | 2024 | $ | 259,264 | $ | — | $ | 47,775 | $ | 23,890 | $ | 23,977 | $ | 20,677 | $ | 375,583 | |||||||||||||||||
| 2023 | 252,253 | — | 47,739 | 19,809 | 13,936 | 19,745 | 353,482 | |||||||||||||||||||||||||
(1)The prior year 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. in 2023. 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 ($22.12 and $22.01 per share on February 16, 2024 and 2023, 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.
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(4)The following table details the amounts reported in the “All Other Compensation” column for 2024. The table may exclude perquisites which did not exceed $10,000 in the aggregate for each named executive officer.
| Mr. Montgomery | Mr. Sharp | Ms. George | |||||||||||||||
| Employer contributions to 401(k) plan | $ | 17,250 | $ | 15,992 | $ | 15,591 | |||||||||||
| Employer insurance premiums | 16,451 | 16,452 | 1,396 | ||||||||||||||
| Company car | 4,189 | — | — | ||||||||||||||
| Cell phone | 840 | 300 | 300 | ||||||||||||||
| Cash in lieu of dividends on restricted stock awards | 8,283 | 1,516 | 3,390 | ||||||||||||||
| Imputed income on split dollar life insurance | 4,259 | — | — | ||||||||||||||
| Total Other Compensation | $ | 51,272 | $ | 34,260 | $ | 20,677 | |||||||||||
Employment Agreements. The Bank has entered into employment agreements with Mr. Montgomery and Ms. George (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, 2027. 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 $470,585, a stated annual target bonus opportunity as a percentage of base salary, and an annual equity award opportunity with a target grant date fair value equal to 20% of base salary. 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, 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.
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.
Employment Agreement with Ms. George. The employment agreement for Ms. George has a current term that expires on April 30, 2027. 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 $259,264 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.
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In the event of 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.
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 25-35% 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 received 60-70% in cash and 30-40% in equity (restricted stock awards), except for our Chief Executive Officer, who received 50% in cash and 50% in equity (restricted stock awards). 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 2024, performance goals were pre-tax income (55%), nonperforming assets ratio (15%), deposit growth (15%), and loan growth (15%). Peer data from like-sized financial institutions was considered to evaluate these factors.
Split Dollar Agreements. The Bank has entered into a split dollar life insurance agreement with Mr. Montgomery. Under the agreement, Mr. Montgomery’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 insured. 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.
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 2024, the salary deferral contribution limit was $23,000 provided, however, that a participant over age 50 could 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 2024 plan year, the Bank made a discretionary profit sharing contribution to each eligible participant's account equal to 1% of their compensation.
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Each participant vests in his or her profit sharing contribution at a rate of 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.
2024 Equity Incentive Plan. At the 2024 annual meeting, the Company’s stockholders approved the 2024 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 2024 Equity Incentive Plan is equal to 287,500 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 restricted stock awards or restricted stock units. If any award granted under the 2024 Equity Incentive Plan expires, terminates, is canceled or is forfeited without being settled 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 2024 Equity Incentive Plan. If any shares of common stock are withheld in payment for purposes of satisfying tax withholding obligations with respect to vested awards, these shares will not become available for re-issuance under the 2024 Equity Incentive Plan.
As of December 31, 2024, 287,500 shares of restricted stock remain available for award from the 2024 Equity Incentive Plan.
Due to the stockholders approval of the 2024 Equity Incentive Plan in the prior year, no additional awards will be granted under the 2021 Equity Incentive Plan.
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Outstanding Equity Awards. The following table sets forth information with respect to outstanding equity awards as of December 31, 2024, for the named executive officers. All equity awards reflected in this table were granted pursuant to the 2021 and 2015 Equity Incentive Plans.
| 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 (8) | ||||||||||||||||||||||||||||||||
| John H. Montgomery | 6,000 | 3,000 | (1) | $ | 18.60 | 8/31/30 | 1,000 | (1) | $ | 28,580 | ||||||||||||||||||||||||||||
| 4,000 | 6,000 | (4) | 26.25 | 2/16/32 | 500 | (2) | 14,290 | |||||||||||||||||||||||||||||||
| 1,700 | 6,800 | (5) | 22.01 | 2/16/33 | 1,500 | (4) | 42,870 | |||||||||||||||||||||||||||||||
| 10,000 | — | (6) | 24.03 | 12/20/33 | 1,560 | (5) | 44,585 | |||||||||||||||||||||||||||||||
| — | 13,790 | (7) | 22.12 | 2/16/34 | 3,000 | (7) | 85,740 | |||||||||||||||||||||||||||||||
| Bruce Sharp | 4,800 | 7,200 | (3) | 25.56 | 2/7/32 | 600 | (5) | 17,148 | ||||||||||||||||||||||||||||||
| 640 | 2,560 | (5) | 22.01 | 2/16/33 | 1,170 | (7) | 33,439 | |||||||||||||||||||||||||||||||
| — | 5,350 | (7) | 22.12 | 2/16/34 | — | — | ||||||||||||||||||||||||||||||||
Jennifer L. George | 7,500 | — | 22.25 | 12/16/25 | 400 | (2) | 11,432 | |||||||||||||||||||||||||||||||
| 2,110 | — | 26.45 | 12/16/26 | 660 | (4) | 18,863 | ||||||||||||||||||||||||||||||||
| 1,690 | — | 30.75 | 12/15/27 | 720 | (5) | 20,578 | ||||||||||||||||||||||||||||||||
| 1,760 | 2,640 | (4) | 26.25 | 2/16/32 | 1,080 | (7) | 30,866 | |||||||||||||||||||||||||||||||
| 620 | 2,480 | (5) | 22.01 | 2/16/33 | — | — | ||||||||||||||||||||||||||||||||
| — | 4,980 | (7) | 22.12 | 2/16/34 | — | — | ||||||||||||||||||||||||||||||||
(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, 2021.
(3)Options vest in five equal installments, commencing on February 7, 2023.
(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)Options and restricted stock awards vest in five equal installments, commencing on February 16, 2025.
(8)Based on the $28.58 closing price of the Company’s common stock on December 31, 2024.
Policies and Practices Related to the Grant of Certain Equity Awards. While the Company does not have formal policy or obligation that requires it to grant or award equity-based compensation on specific date, the Compensation Committee and the Board of Directors have a historical practice of not granting stock options to executive officers during closed quarterly trading windows as determined under the Company's insider trading policy . Consequently, the Company has not granted, and does not expect to grant, any stock options to any named executive officers within four business days preceding the filing with the Securities and Exchange Commission of any report on Forms 10-K, 10-Q and 8-K that discloses material non-public information. The Compensation Committee and the Board of Directors do not take material non-public information into account when determining the timing of equity awards and do not time the disclosure of material non-public information in order to impact the value of executive compensation.
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 Bruce Sharp and Jennifer L. George for December 31, 2024, and Ralph Burchianti and Jennifer L. George for December 31, 2023, 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, 2024 and 2023.
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| Year | Summary Compensation Table ("SCT") Total for PEO | Compensation Actually Paid to PEO | Average SCT 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) | ||||||||||||||||||||||||||||||||
| 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||||||||||||||
(1) The Average SCT Table Total for Non-PEO NEOs consist of compensation for Mr. Sharp and Ms. George for the year ended December 31, 2024 and Mr. Burchianti and Ms. George for the year ended December 31, 2023.
(2) The 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, 2021, 2022, 2023, and 2024 at $24.07, $21.43, $23.81, and $28.58, respectively, adding total measurement period dividends of $1.00 for the years ended December 31, 2023 and 2024, and $0.96 for the years ended December 31, 2021 and 2022, then 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 19, 2025.
The table below reconciles the SCT to the PvP table above.
| PEO | Average Non-PEO NEOs | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| SCT Total | $ | $ | $ | $ | |||||||||||||||||||
| Less: Fiscal Year Equity Awards Grant Date Fair Value | |||||||||||||||||||||||
| Add: Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior and Fiscal Years | |||||||||||||||||||||||
| Fair Value of Equity Compensation Granted in Current Year at Year-End | |||||||||||||||||||||||
| 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 | |||||||||||||||||||||||
| Compensation Actually Paid ("CAP") | $ | $ | $ | $ | |||||||||||||||||||
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.
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OTHER INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS
Section 16(a) Beneficial Ownership Reporting Compliance
General. Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These individuals are required by regulation to furnish the Company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of the reports we have received and of written representations provided to us by the individuals required to file the reports, we believe that each executive officer, director and greater than 10% beneficial owner has complied with applicable reporting requirements for transactions in the Company’s common stock during the year ended December 31, 2024.
Transactions with Related Persons
Loans and Extensions of Credit. Federal law generally prohibits the Company from making loans to its executive officers and directors. However, there is a specific exemption from such prohibition for loans made by the Bank to its executive officers and directors in compliance with federal banking regulations. Federal banking regulations generally require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. However, federal regulations allow financial institutions, such as the Bank, to make loans to executive officers and directors at reduced interest rates if the loans are made under a benefit program that is generally available to all other employees and that does not give preference to any executive officer or director over any other employee.
In addition, loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to the person and his or her related interests, are in excess of the greater of $25,000 or 5% of the Bank’s capital and surplus, up to a maximum of $500,000, must be approved in advance by a majority of the disinterested members of the Bank’s Board of Directors.
The outstanding balance of loans extended by the Bank to its executive officers and directors and related parties was $18.3 million at December 31, 2024. Such loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features when made.
Other Transactions. Since January 1, 2024, there have been no transactions and there are no currently proposed transactions in which the Company or the Bank were or are to be a participant and where the amount involved exceeds $120,000, and in which any of the Company’s executive officers and directors had or will have a direct or indirect material interest.
SUBMISSION OF BUSINESS PROPOSALS AND STOCKHOLDER NOMINATIONS
The Company must receive proposals that stockholders seek to include in the proxy statement for the Company’s next annual meeting no later than December 10, 2025. If next year’s annual meeting is held on a date that is more than 30 calendar days from May 21, 2026, a stockholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation materials for such annual meeting. Any stockholder proposals will be subject to the requirements of the proxy rules adopted by the SEC.
Under SEC Rule 14a-19, a stockholder intending to engage in a director election contest with respect to the annual meeting of stockholders to be held in 2026 must give the Company notice of its intent to solicit proxies by providing the names of its nominees and certain other information at least 60 calendar days before the anniversary of the previous year’s annual meeting of stockholders, or by March 22, 2026.
In addition to the requirement set forth under SEC Rule 14a-19, the Company’s Articles of Incorporation provide that, in order for a stockholder to make nominations for the election of directors and/or proposals for business to be brought before the annual meeting, a stockholder must deliver written notice of such nominations and/or proposal to the Company’s Secretary not less than 60 days before the anniversary date of the immediately preceding annual meeting. A copy of the Articles of Incorporation may be obtained from the Company.
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STOCKHOLDER COMMUNICATIONS
The Company encourages stockholder communications to the Board and/or individual directors. All communications from stockholders should be addressed to CB Financial Services, Inc., 100 North Market Street, Carmichaels, Pennsylvania 15320. Communications to the Board should be sent to the attention of Elizabeth A. Calvario, Corporate Secretary. Communications to individual directors should be sent to such director at the Company’s address. Stockholders who wish to communicate with a committee of the Board should send their communications to the attention of the Chairman of the particular committee. It is in the discretion of the Nominating/Corporate Governance Committee as to whether a communication sent to the full Board should be brought before the full Board.
MISCELLANEOUS
The Company will pay the cost of this proxy solicitation. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company. Additionally, directors, officers and other employees of the Company may solicit proxies personally or by telephone. They will not receive additional compensation for these solicitation activities.
The Company’s Annual Report on Form 10-K accompanies this proxy statement. Any stockholder who has not received a copy of the Annual Report on Form 10-K may obtain a copy by writing to the Corporate Secretary of the Company. The Annual Report is not to be treated as part of the proxy solicitation material or as having been incorporated by reference into this proxy statement.
If you and others who share your address own your shares in “street name,” your broker or other holder of record may be sending only one annual report and proxy statement to your address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a stockholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own your shares in “street name” and are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other holder of record.
Whether or not you plan to attend the annual meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope, or by voting via the Internet or by telephone.
By Order of the Board of Directors,
Elizabeth A. Calvario
Corporate Secretary
Carmichaels, Pennsylvania
April 9, 2025
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