CNB FINANCIAL CORP/PA

The Role of the ECC

The ECC is composed of six independent directors (as defined by the NASDAQ independence standards) selected from the Board.

The ECC has overall responsibility for reviewing, establishing, and administering the policies that govern CNB’s executive compensation program. It determines the compensation of the NEOs and such determinations are submitted to the Board for ratification. In discharging these responsibilities, the ECC seeks to maintain a position of both independence and alignment in balancing the interests of CNB’s shareholders with those of the NEOs. The ECC also seeks to evaluate the reasonableness of the NEO’s compensation with regard to equity relative to internal peers, external peers and market value measures. The ECC has not delegated any of its responsibilities to individual members of the ECC or to a subcommittee of the ECC, although it has the discretion to do so.

The ECC has a charter, a copy of which is available on CNB’s website at www.cnbbank.bank. The ECC meets regularly to address compensation matters, conducts executive sessions without management, and considers inputs from its independent third-party compensation consultant.

The Role of the Compensation Consultant

The ECC has the sole authority to retain and terminate a compensation consultant and to approve the consultant’s fees and all other terms of the scope of the consulting engagement. The ECC has direct access to outside advisors and consultants throughout the year.

In 2025, the ECC engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm specializing in executive and board compensation matters and related governance issues. The ECC has used Meridian as the external compensation consultant for several consecutive years, ensuring consistent measurement and monitoring of CNB’s executive compensation program and following up on the implementation of prior-year initiatives. Meridian worked with the ECC to conduct executive and board compensation benchmarking, review market trends and best practices, and evaluate base salaries and performance-based short- and long-term incentives for CNB’s executives. Meridian reported directly to the ECC and carried out its assigned responsibilities. After careful review, the ECC determined that Meridian satisfies the NASDAQ independence standards and identified no conflicts of interest in relation to the scope of its services to CNB and the ECC.

The Role of Management

At the request of the ECC, the CEO and other executive officers may be present at ECC meetings for discussion purposes. None of the CEO or other executive officers, however, may be present during any deliberations or votes concerning their respective compensation. The CEO and other executive officers are not involved in the ECC's decisions, nor do they have a vote on any matters brought before the ECC.

The ECC solicits the recommendations of CNB’s President and CEO regarding the performance and compensation of the other NEOs. Ultimately, however, the ECC determines each NEO’s compensation. To determine the remuneration of the President and CEO, the ECC considers benchmarking studies and best practices from Meridian, as well as internally developed goals from the Board to align the President and CEO’s performance with CNB’s strategic initiatives.