CNB FINANCIAL CORPPA

The following table presents, for the three years ended December 31, 2023, 2022, and 2021, the cash compensation paid by the Corporation and its subsidiaries, as well as certain other compensation paid or accrued for those years, to each of the Corporation’s Named Executive Officers.

(1) This column reflects shares of restricted stock awarded under the Corporation’s 2019 Stock Incentive Plan valued at the dollar amount recognized for financial reporting purposes in accordance with ASC Topic 718. The shares of restricted stock that remain subject to forfeiture entitle the NEO to all of the rights of a shareholder generally, including the right to vote the shares and receive any dividends that may be paid thereon. The shares of time based restricted stock awards vest in equal annual installments over a three or five-year period. The shares of performance-based restricted stock performance awards cliff vest at the end of the three-year period. The shares continue to be subject to risk of forfeiture, which will lapse upon vesting.

(2) Amount represents annual cash incentive payments made under the Corporation’s non-equity Incentive Plan.

(3) Amount reflects the change in value of the Corporation’s non-qualified supplemental executive retirement plans with each of Messrs. Peduzzi, Lima, and Greslick and Ms. Kassab, based on plans established or amended as reported in the Current Report on Form 8-K dated October 2, 2023. Additionally, for Mr. Lima and Ms. Kassab, amounts represent above-market interest or earnings credited on deferred compensation under our Corporation’s nonqualified deferred compensation plans, as calculated pursuant to Item 402(c)(2)(viii)(B) of SEC Regulation S-K, of $2,037 and $3,000 respectively. For this purpose, interest or earnings on deferred compensation is above-market if the rate of interest exceeds 120% of the applicable federal long-term rate, with compounding at a rate that corresponds most closely to the rate under the applicable plan at the time the interest rate or formula is set. A discussion of the Corporation’s nonqualified deferred compensation plans is provided below in the subsection entitled Executive Defined Contribution Plan.

(4) Mr. Peduzzi was appointed President and Chief Executive Officer of CNB Financial Corporation, effective December 31, 2022. Following his promotion, Mr. Peduzzi’s salary was increased to $623,000 based on a review of the compensation of the chief executive officers of the Corporation’s compensation peer group and a related market range analysis and aligns with the median compensation of the peer group. Mr. Peduzzi’s current employment agreement set $623,000 as his minimum salary amount.

(5) Ms. Kassab became an NEO for the first time for the 2022 calendar year.

(6) In 2023, all NEOs received performance-based restricted stock awards. The amount reported for the value of the awards is based on the aggregate compensation cost to be recognized over the three-year service period based on the most probable outcome, in accordance with ASC Topic 718. The amount reported above represents the value of the award at the grant date assuming that the target level of performance conditions would be achieved. Performance restricted stock awards granted in 2023 may pay out up to 150% of the target award, which would have amounted to the grant date fair values listed as the maximum total grant date fair value for each named executive officer as follows: Mr. Peduzzi, $249,989; Mr. Lima, $124,942; Mr. Greslick, $124,942; Mr. Griffith $124,942 and Ms. Kassab, $124,942. We include the assumptions used in the calculation of these amounts in the footnotes to our audited financial statements included in our respective Annual Report on Form 10-K for the fiscal years ended December 31, 2023, 2022 and 2021.

(7) Amounts stated in the "All Other Compensation" column for 2023 include:

(8) Contributions by the Corporation to the Nonqualified Defined Contribution Plan as outlined in the benefits section for Mr. Lima and Ms. Kassab.

(9) It is the policy of the Corporation to pay dues to certain service and social organizations for executive officers who choose to use such benefit.

(10) For 2023, the aggregate change in actuarial present value of accumulated benefits for Richard L. Greslick, Jr. was a decrease of $134,561. However, applicable SEC rules do not permit the Corporation to report a negative number in this column; therefore, this negative value is not included in the Summary Compensation Table under the caption “Change in Pension Value and Nonqualified Deferred Compensation Earnings” for 2023.