CNB FINANCIAL CORP/PA

2025 Compensation Program and Pay Decisions

CNB’s compensation program consists of four elements: base salary, annual or short-term incentives, long-term incentives (equity), and benefits. The following section summarizes the role of each element, how decisions are made, and 2025 pay decisions for our NEOs.

Base Salary

CNB believes that a competitive base salary is essential to recruiting and retaining its NEOs. To that end, CNB aims to provide competitive fixed pay (base salary) commensurate with the NEO’s role and contributions.

The ECC uses benchmark data from Meridian as a reference when setting each NEO’s base salary. The ECC targets a range around the Market Median but considers each NEO’s specific role with CNB, which may differ from similar positions at peers, as well as the respective NEO’s experience, contribution, and performance.

Close to each calendar year end, the ECC meets, reviews, and sets each NEO’s base salary for the following calendar year to reflect competitive market conditions, individual experience, expertise, and performance. The ECC considers input from the President and CEO when setting the base salaries of the other NEOs, but is solely responsible for determining the President and CEO’s base salary.

The 2025 salary adjustments were as follows:

(1) Mr. Noah's 2024 annual base salary was adjusted from $250,900 to $342,004 on July 1, 2024 to reflect his appointment as Chief Operating Officer

Annual Incentives

The primary objective of CNB’s annual incentive program is to motivate and reward employees for achieving performance goals that support its strategic plan. The annual incentive plan (the “Incentive Plan”) uses a balanced scorecard approach. The performance measures and goals are selected and approved by the ECC, and then affirmed by the Board, at the beginning of each year. The ECC reviews CNB’s Incentive Plan annually.

Each NEO has a target opportunity based on their position at CNB and competitive market data. For 2025, the target incentive opportunity for the CEO was increased from 28.75% to 50.00%, and for the other NEOs, it was increased from 20.13% to 35.00%. The ECC increased NEOs' target incentive opportunities to better align with the competitive market. The CEO can earn 40% to 130% of the target, while other NEOs can earn 42.86% to 142.86% of the target for minimum and stretch performance, respectively. Incentive payouts will be interpolated for performance at or above target, while no interpolation will be applied for performance between minimum and target. Also, there will be no payout if the minimum performance goal is not met.

For 2025 , the ECC selected, and the Board approved, the following four financial metrics for the Incentive Plan: (i) fully-diluted EPS; (ii) efficiency ratio (fully tax equivalent basis); (iii) organic loan growth (excluding syndicated loans); and (iv) deposit growth (excluding time deposits). For Mr. Peduzzi, the President and CEO, the ECC added a qualitative portion to his scorecard as a fifth component. The qualitative portion is based on his board-rated performance against certain objectives for the year.

The tables below summarize the annual incentive plan scorecard and the actual performance achievement for (i) Mr. Peduzzi and (ii) for other NEOs.

Michael D. Peduzzi – President and Chief Executive Officer:

Remaining NEOs:

(1) Adjusted Diluted EPS, which excludes the impact of merger transaction related expenses, was used for 2025 actual performance. The ECC concluded Adjusted Diluted EPS reflects the operating performance for CNB for 2025 by excluding merger related expenses, which are nonrecurring. The ECC determined to use Adjusted Diluted EPS for actual performance in order to ensure management is not discouraged from pursuing transactions that support CNB’s strategic growth, such as mergers and acquisitions, which may result in CNB incurring significant one-time expenses. A reconciliation of Adjusted Diluted EPS is included in Appendix A.

(2) Efficiency Ratio (fully tax equivalent) is calculated as non-interest expense, less core deposit intangible amortization, divided by the sum of non-interest income and net interest income, adjusted to include the tax equivalent income on tax exempt income from investments and loans. Adjusted Efficiency Ratio (fully tax equivalent), which excludes the impact of merger transaction related expenses, was used for 2025 actual performance. The ECC concluded Adjusted Efficiency Ratio (fully tax equivalent) reflects the operating performance for CNB for 2025 by excluding merger related expenses, which are nonrecurring. The ECC determined to use Adjusted Efficiency Ratio (fully tax equivalent) in order to ensure management is not discouraged from pursuing transactions that support CNB’s strategic growth, such as mergers and acquisitions, which may result in CNB incurring significant one-time expenses. A reconciliation of Adjusted Efficiency Ratio (fully tax equivalent) is included in Appendix A.

(3) In thousands

(4)The ECC exercised its discretion to adjust Organic Loan Growth (Excluding Syndicated Loans) for the sale or exit of commercial real estate loans to avoid penalizing management for actions taken post-acquisition of ESSA that resulted in lower organic loan growth. A similar adjustment was not made for Mr. Peduzzi because his plan includes a qualitative element.

(5)The Deposit Growth (Excluding Time Deposits), includes adjustments to remove the amount of net deposit growth related to the change in non-core deposits and deposits held for sale.

(6) The ECC determined Mr. Peduzzi performed at the target level of performance for the Qualitative performance measure. This decision was based on Mr. Peduzzi’s performance in connection with (i) his leadership over other NEOs and members of senior management to promote greater achievement of CNB's strategic objectives for 2025, (ii) his leadership in the identification, acquisition and integration of ESSA, and(iii) his involvement related to several efficiency-related initiatives, including vendor management renegotiations, that have already achieved, and have the potential to further generate, long-term incremental value for CNB.

Based on the ratio of net charge-offs to average loans, the Incentive Plan payouts are subject to a reduction of up to 50% in accordance with the following table:

This provision supports CNB’s disciplined asset quality profile by reducing the overall incentive payouts under the Incentive Plan if loan charge-off results indicate that undue credit risks may have been taken to generate growth and revenues in achievement of short-term incentives. Loan charge-offs significantly in excess of 34 basis points could affect the payout of the total incentive based on the facts and circumstances surrounding the charge-offs, with any related Incentive Plan award forfeiture subject to the recommendation of the President and CEO, and review by the ECC and Board.

For the year ended December 31, 2025, CNB Bank’s ratio of net charge-offs to average loans was 0.10%. As a result, no incentive reductions for the NEOs were required under the Incentive Plan.

Actual performance compared to incentive goals for the NEOs was measured, compiled, and reviewed and approved by the ECC, and affirmed by the Board, in January 2026, with the related accruals being accurately reflected in the year-end 2025 financial results. The resulting Incentive Plan payouts were made in February 2026.

The following table summarizes the actual incentive award earned by each NEO for 2025, under the Corporation’s Incentive Plan (with such incentives accrued with the year-end 2025 financial results, and paid to the respective NEO in February 2026):

Long-Term Incentives

CNB believes that its NEOs should be invested in CNB and aligned with shareholder risks and rewards. The Long-Term Incentive Program (“LTIP”) consists of equally weighted performance-based and time-based restricted stock awards to reinforce long-term alignment with shareholders, promote stock ownership, and support retention of key executives.

Long-term incentive opportunities are generally set to be equal in value across the NEOs' respective corporate levels and are determined by the ECC, taking into account competitive market data, CNB’s performance, and the individual NEO’s performance, role, contributions, and long-term potential with CNB. The long-term incentive grants made to the NEOs in 2025 are summarized below.

(1) The number of shares granted is determined by the grant value divided by the grant date closing price, $22.83 (based on a grant date of May 14, 2025).

Time-based restricted stock vests in equal increments over three years (e.g., one-third of the shares awarded vest per year beginning on the first anniversary of the grant).

The performance-based restricted stock awards granted in 2025 provide the NEOs with the opportunity to receive between 0% and 150% of the target awards based on CNB’s achievement of the following performance goals during the three-year performance period that began on January 1, 2025 and will end on December 31, 2027. The metrics were selected to reflect performance goals aligned with enhancing long-term shareholder value.

The performance will be measured against the S&P U.S. Small Cap Banks Index Constituents excluding Thrifts with assets between $2.5 billion and $10 billion as of the first trading day of the performance period (“Performance Comparator Group”). Actual performance between threshold, target, and stretch will be interpolated. The performance-based restricted stock will vest after the performance period, when the ECC reviews and approves the relative performance results and the Board affirms them.

Benefits

CNB Bank maintains a 401(k) Savings Plan to attract and retain employees and help them meet their retirement goals. NEOs are eligible to participate in the 401(k) Savings Plan and receive matching employer contributions subject to plan and IRS limits. Further information is provided under the section titled “Compensation of Executive Officers—Retirement Plan” below.

CNB and/or CNB Bank also maintains certain non-qualified retirement and deferred compensation plans. CNB believes that these non-qualified plans are an important element in retaining NEOs and helping them meet their post-employment financial management goals. CNB provides:

•Supplemental Executive Retirement Plan (“SERP”) – Each of Messrs. Peduzzi, Lima, and Griffith participate in a defined benefit SERP, which is designed to attract and retain qualified and experienced executive officers. Each SERP and the relevant provisions are established in a formal agreement between CNB Bank and the respective NEO. The narrative following the “Pension Benefits” table below provides a detailed description of each SERP.

•Defined Contribution Plan – In connection with the amendments to the SERP described in section below titled “Compensation of Executive Officers—Supplemental Executive Retirement Plan”, and in order to ensure consistency of benefits for similarly-leveled NEOs, effective September 30, 2023, Mr. Lima’s prior participation in a defined contribution plan was frozen to prohibit future contributions and fully vest all contributions for Mr. Lima made through such date. Mr. Lima became a participant in the SERP on October 1, 2023. Mr. Lima will continue to receive annual earnings on the plan account balance.

•Executive Deferred Compensation Plan – Each NEO can choose to participate in this plan, which allows them to defer up to 75% of base compensation and 100% of annual incentive compensation until a date in the future. If 100% of incentive compensation is deferred, the executive is responsible for payment of applicable payroll taxes. CNB provides no inducement (matching or discretionary contribution) for NEOs to participate. Such participation is at the sole discretion of each NEO, and participation in the Executive Deferred Compensation Plan can be changed by the respective NEO annually.

CNB provides certain NEOs with perquisites that the ECC believes are reasonable and consistent with its overall compensation philosophy and consistent with executive benefits that are customary in the financial services industry. Specifically, CNB provides each NEO the option to use a company-provided vehicle, and pays club dues for NEOs who choose to join a club. The value of both of these perquisites are included in taxable income for the respective NEO. The ECC believes that these perquisites assist the NEOs in performing their respective job duties by providing a corporate-supported means of travel to the various banking divisions within CNB’s footprint, and to have opportunities to use club membership rights to develop and expand business contacts.

The ECC believes that CNB’s continued success depends, to a significant degree, on the skills and competence of certain members of its executive management team. CNB and CNB Bank have entered into executive employment contracts with each NEO (collectively, the “Employment Contracts”). These Employment Contracts are intended to ensure that CNB and CNB Bank will retain experienced executive management.

CNB, CNB Bank and Mr. Peduzzi entered into an updated Employment Contract on November 27, 2023, with the initial term expiring on December 31, 2024. Thereafter, Mr. Peduzzi’s Employment Contract renews automatically for successive 36-month periods unless terminated by either party upon 120 days’ written notice. The Employment Contracts for Messrs. Lima, Griffith, and Ms. Wilcoxson automatically renew for successive terms of one year from the date of execution and each successive anniversary thereafter unless either party gives the other party 120 days written notice of intent not to renew the contract prior to the end of the then-current term. The Employment Contract for Mr. Noah automatically renews for successive terms of one year from the date of execution and each successive anniversary thereafter unless either party gives the other party 45 days written notice of intent not to renew the contract prior to the end of the then-current term.

The Employment Contracts provide for a base salary to be established annually by the Board and for annual increases, stock, stock options/rights and bonuses as may from time to time be awarded by the Board. Each Employment Contract contains a covenant not to compete against CNB and CNB Bank, their parent, affiliates or subsidiaries during the term of employment and thereafter for a period of 24 months, in the case of Messrs. Peduzzi, Griffith, Noah, and Ms. Wilcoxson, and a period of 36 months, in the case of Mr. Lima. In addition, each Employment Contract contains a covenant to protect CNB’s and CNB Bank’s confidential information.

The Employment Contracts also provide for severance payments in the event an NEO is terminated without “cause” (as such term is defined in the Employment Contracts) regardless of whether such termination is in connection with a change in control, or voluntarily terminates employment under certain specific “good reason” circumstances following a change in control. Such “good reason” circumstances include a material reduction in authorities, duties or responsibilities or assignment of duties inconsistent with current responsibilities, a material reduction in salary or other benefits, and reassignment to a location greater than 25 miles from the current location. Following such a termination of employment, if such NEO timely executed and does not revoke a general release of claims, (i) Messrs. Peduzzi, Lima, and Griffith will be entitled to receive a lump sum cash payment equal to 2.5 times the sum of (a) his base salary, plus (b) the average incentive bonus paid over the preceding three-year period; and (ii) Mr. Noah and Ms. Wilcoxson will be entitled to receive a lump sum cash payment equal to 2.0 times the sum of (a) their average base salary, plus (b) the average incentive bonus paid over the preceding three-year period. Mr. Peduzzi and his family are also eligible to receive up to six months of continued group medical, dental, and vision coverage at the then-current active employee contribution rate for such coverage. Additionally, accelerated vesting of outstanding time-based unvested restricted stock awards will occur and restrictions will lapse. Outstanding performance-based awards will vest and restrictions will lapse, prorated by the number of full months from award date to the change in control or termination without cause date, and the denominator of which equals 36, with the performance goals measured as of the most recently completed fiscal quarter.

Cash and benefits paid to a NEO under the Employment Contracts together with payments under other benefit plans following a change in control may constitute an “excess parachute” payment under Section 280G of the Code, resulting in the imposition of a 20% excise tax on the recipient and the denial of the deduction for such excess amounts to CNB or CNB Bank. If amounts payable to the NEO would be excess parachute payments, then the NEO’s severance benefits will be reduced to that amount that would result in no portion being an excess parachute payment unless payment of the full severance amount would result in the executive receiving an amount equal to or greater than 110% of the reduced amount on an after-tax basis. The Employment Contracts do not provide for tax indemnity for any such potential excise taxes that may be due by the NEOs.