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CNB FINANCIAL CORP/PA

For the period ended Dec 31, 2025. Filed Mar 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Mar 16, 2026

CCNE$35.78-0.5%Stored close · as of Nov 6, 2026
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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 CompanyTicker Symbol
Park National CorporationPRK
S&T Bancorp, Inc.STBA
Peoples Bancorp Inc. (1)PEBO
Premier Financial Corp.(2)PFC
Stock Yards Bancorp, Inc.SYBT
Tompkins Financial CorporationTMP
Univest Financial CorporationUVSP
City Holding CompanyCHCO
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 CorporationAROW
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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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.