CNB FINANCIAL CORP/PA
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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Dec 31, 2025 · Filed Mar 16, 2026
Contents
Competitive Benchmarking
Each year, the ECC reviews competitive market data and conducts a comprehensive compensation assessment. To assist in making compensation decisions, the ECC engaged Meridian to conduct a comprehensive benchmarking study of CNB’s executive compensation program. An updated version of Meridian’s annual market compensation analysis served as a reference and key input for the ECC to set 2025 executive compensation levels, establish the NEO short- and long-term incentive program, and assess the historical pay-for-performance relationship. In addition, the benchmarking study provided the ECC with an independent and objective evaluation of each compensation element and the total target pay relative to market and peer practices, including an assessment of pay mix and pay-for-performance alignment.
In developing a market reference for its compensation review, Meridian used data from the (i) proxy statements of a peer group comprised of 20 exchange-traded financial corporations and (ii) published financial services industry compensation surveys. Meridian developed the peer group using objective parameters that reflect financial corporations of similar size (assets between half to twice CNB’s asset size when the peer group was developed), geographic region, and business model. The ECC reviewed and approved the peer group as developed and recommended by Meridian. The peer group is annually reviewed and updated as appropriate since the comparable financial corporations may change depending on acquisitions with other institutions that occur between annual analyses and any notable changes to the business focus of CNB or the peer institutions. Overall, the goal is to have 15 to 25 comparative financial corporations that approximate CNB’s asset size and region and provide a market perspective for NEO total compensation.
The following 20 financial corporations comprised the peer group used for 2025 competitive benchmarking:
| Peer Group Company | Ticker Symbol |
|---|---|
| Park National Corporation | PRK |
| S&T Bancorp, Inc. | STBA |
| Peoples Bancorp Inc. (1) | PEBO |
| Premier Financial Corp.(2) | PFC |
| Stock Yards Bancorp, Inc. | SYBT |
| Tompkins Financial Corporation | TMP |
| Univest Financial Corporation | UVSP |
| City Holding Company | CHCO |
| Financial Institutions, Inc. | FISI |
| Community Trust Bancorp, Inc. | CTBI |
| Shore Bancshares, Inc. | SHBI |
| Mid Penn Bancorp, Inc. | MPB |
| Farmers National Banc Corp. | FMNB |
| Carter Bankshares, Inc. | CARE |
| Arrow Financial Corporation | AROW |
| Primis Financial Corp. | FRST |
| Civista Bancshares, Inc. | CIVB |
| Burke & Herbert Financial Services Corp. | BHRB |
| Peoples Financial Services Corp. | PFIS |
| MVB Financial Corp. | MVBF |
(1) Peoples Bancorp Inc. was acquired by Cornerstone Capital Bancorp, Inc on March 2, 2026. The information for the peer benchmarking utilized reporting periods prior to the acquisition date and was not impacted by the acquisition.
(2) Premier Financial Corp. was acquired by WesBanco, Inc., Inc on February 28, 2025. The information for the peer benchmarking utilized reporting periods prior to the acquisition date and was not impacted by the acquisition.
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