CNB FINANCIAL CORP/PA

(1) Mr. Peduzzi was appointed President and Chief Executive Officer, effective December 31, 2022.

(2) Mr. Bower retired from his position as President and Chief Executive Officer, effective December 31, 2022.

(3) For fiscal year 2025 CNB’s non-CEO NEOs were Tito L. Lima, Martin T. Griffith, Michael J. Noah, and Angela D. Wilcoxson. For fiscal year 2024 CNB’s non-CEO NEOs were Tito L. Lima, Martin T. Griffith, Angela D. Wilcoxson and Gregory M. Dixon. For fiscal year 2023 and 2022, CNB’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr., Martin T. Griffith, and Leanne D. Kassab. For fiscal years 2021 CNB’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr, Martin T. Griffith and Joseph E. Dell, Jr.

(4) The TSR peer group utilized is the same peer group disclosed in the section above titled “Compensation Discussion and Analysis—Competitive Benchmarking”. The peer group used for 2025 included the addition of two banks that were not in the prior year’s peer group and the removal of four banks that were in the prior year’s peer group. The changes to the peer group were primarily driven by changes in peer bank asset size, with banks removed or added to create a peer group more similar in asset size to CNB. The peer group TSR calculated using the 2022 peer group is presented below:

(5) Presented in thousands

(6) Compensation actually paid (“CAP”) is defined by the SEC and is computed by starting with the “Total” column of the Summary Compensation Table (“SCT”) for each year and then:

•subtracting the amount in the “Restricted Stock Awards” column of the SCT for such year,

•adding, for all unvested equity awards granted during the reporting year and outstanding on the last day of the reporting year, the fair value as of the last day of the reporting year, utilizing the same assumptions as the Outstanding Equity Awards at 2025 Fiscal Year-End table below.

•adding, for all unvested equity awards granted prior to the reporting year and outstanding on the last day of the reporting year, the change in fair value from the last day of the preceding year to the last day of the reporting year, utilizing the same assumptions as the Outstanding Equity Awards at 2025 Fiscal Year-End table below.

•adding, for equity awards vesting during the reporting year, the change in fair value from the last day of the preceding year to the vesting date,

•adding the value of any dividends or other earnings paid in the reporting year on unvested equity awards that are not otherwise included in the total compensation for the reporting year,

•subtracting the amount in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column of the SCT for such year, and

•adding, for all defined benefit and actuarial pension plans, (i) the service cost, calculated as the actuarial present value attributable to services rendered during the reporting year, plus (ii) the prior service cost, calculated as the entire cost of benefits granted in a plan amendment during the reporting year that are attributed by the benefit formula to services rendered in periods prior to the amendment.

The fair value of equity awards is computed in a manner consistent with the fair value methodology used to report Outstanding Equity Awards at Fiscal Year-End. This may result in a difference in the share value input used for the fair value calculation at year-end when compared to the share value used for performance-based share awards at time of award. The following tables reflect the adjustments made to SCT total compensation to compute CAP for the position of CEO and average CAP for our other NEOs:

Pay Versus Performance Descriptive Disclosure

The following financial measures were determined by the Board to be the most important measures used to link its NEOs’ (including the President and Chief Executive Officer) CAP to CNB’s performance during the most recently completed fiscal year.

•Fully-diluted EPS

•Efficiency Ratio (fully tax equivalent basis)

•Organic Loan Growth (excluding Syndicated Loans)

•Deposit Growth (excluding Time Deposits)

•Return on Equity

Comparison of Corporation TSR versus Peer Group TSR

As shown in the chart below, CNB’s TSR is less than CNB’s peer group TSR.

Comparison of Compensation Actually Paid versus Corporation TSR

The chart below displays the CAP to CNB’s President and Chief Executive Officer and the average CAP to its other non-CEO NEOs with our TSR for the past five years.

Comparison of Compensation Actually Paid versus Net Income

The chart below compares the CAP to CNB’s President and Chief Executive Officer and the average of the CAP to its other non-CEO NEOs to net income for the past five years.

Comparison of Compensation Actually Paid versus Company-Selected Measure (“CSM”)

The chart below compares the CAP to CNB’s President and Chief Executive Officer’s and average of the CAP to other non-CEO NEOs and CNB’s CSM, fully-diluted EPS for the past five years.