CNB FINANCIAL CORPPA

(1) Mr. Peduzzi was appointed President and Chief Executive Officer, effective December 31, 2022.

(2) Mr. Bower retired from his position as President and Chief Executive Officer, effective December 31, 2022.

(3) For fiscal year 2023 and 2022, the Corporation’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr., Martin T. Griffith and Leanne D. Kassab. For fiscal years 2021 and 2020 the Corporation’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr, Martin T. Griffith and Joseph E. Dell, Jr.

(4) The TSR peer group utilized is the same peer group disclosed in the Competitive Benchmarking section above. The peer group used for 2023 included the addition of four banks and removal of two banks that were not in the prior year's peer group. The changes to the peer group were primarily driven by changes in peer bank asset size, with banks removed or added to create a peer group more similar in asset size to the Corporation. The peer group TSR calculated using the 2022 peer group is presented below:

(5) Presented in thousands

(6) Compensation actually paid (“CAP”) is defined by the SEC and is computed by starting with the “Total” column of the Summary Compensation Table (“SCT”) for each year and then:

•subtracting the amount in the “Restricted Stock Awards” column of the SCT for such year,

•adding, for all unvested equity awards granted during the reporting year and outstanding on the last day of the reporting year, the fair value as of the last day of the reporting year, utilizing the same assumptions as the Outstanding Equity Awards at 2023 Fiscal Year-End table below.

•adding, for all unvested equity awards granted prior to the reporting year and outstanding on the last day of the reporting year, the change in fair value from the last day of the preceding year to the last day of the reporting year, utilizing the same assumptions as the Outstanding Equity Awards at 2023 Fiscal Year-End table below.

•adding, for equity awards vesting during the reporting year, the change in fair value from the last day of the preceding year to the vesting date,

•adding the value of any dividends or other earnings paid in the reporting year on unvested equity awards that are not otherwise included in the total compensation for the reporting year,

•subtracting the amount in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column of the SCT for such year, and

•adding, for all defined benefit and actuarial pension plans, (A) the service cost, calculated as the actuarial present value attributable to services rendered during the reporting year, plus (B) the prior service cost, calculated as the entire cost of benefits granted in a plan amendment during the reporting year that are attributed by the benefit formula to services rendered in periods prior to the amendment.

The fair value of equity awards is computed in a manner consistent with the fair value methodology used to report Outstanding Equity Awards at Fiscal Year-End. This may result in a difference in the share value input used for the fair value calculation at year-end when compared to the share value used for performance-based share awards at time of award. The following tables reflect the adjustments made to SCT total compensation to compute CAP for the position of CEO and average CAP for our other NEOs:

Pay Versus Performance Descriptive Disclosure

The following financial measures were determined by the Corporation’s Board to be the most important measures used to link our NEOs’ (including our President and Chief Executive Officer) CAP to the Corporation’s performance during the most recently completed fiscal year.

•Fully-diluted EPS

•Commercial Loan Revenues

•Efficiency Ratio

•Deposit Growth (excluding Time Deposits)

•Wealth & Asset Management revenue

•Return on Equity

Comparison of Corporation TSR versus Peer Group TSR

As shown in the chart below, the Corporation’s TSR is less than the Corporation’s peer group TSR.

Comparison of Compensation Actually Paid versus Corporation TSR

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

Comparison of Compensation Actually Paid versus Net Income

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

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

The chart below compares the CAP to our President and Chief Executive Officer’s and average of the CAP to other Non-CEO NEOs and our CSM, fully-diluted EPS, which shows a strong relationship between fully-diluted EPS and CAP.