STOCK COMPENSATION

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

The Corporation has a stock incentive plan, which is administered by a committee of the Board of Directors and which permits the Corporation to provide various types of stock-based compensation to its key employees, directors, and/or consultants, including time-based and performance-based shares of restricted stock. The Corporation maintains the CNB Financial Corporation 2019 Omnibus Incentive Plan (the "2019 Stock Incentive Plan"), which was approved by the Corporation’s shareholders and became effective on April 16, 2019.

The 2019 Stock Incentive Plan provides for up to 507,671 shares of common stock to be awarded in the form of nonqualified options or restricted stock. For key employees, the vesting of time-based restricted stock is one-third, one-fourth, or one-fifth of the granted restricted shares per year, beginning one year after the grant date, with 100% vesting on the third, fourth or fifth anniversary of the grant date, respectively. Stock compensation received by non-employee directors vests immediately.

At September 30, 2023, there was no unrecognized compensation cost related to stock-based compensation awarded under this plan and, except for the time-based and performance-based restricted stock awards disclosed below and in previous filings, no other stock-based compensation was granted during the three and nine months ended September 30, 2023 and 2022.

Compensation expense for the restricted stock awards is recognized over the requisite service period based on the fair value of the shares at the date of grant on a straight-line basis. Non-vested restricted stock awards are recorded as a reduction of additional paid-in-capital in shareholders’ equity until earned. Compensation expense resulting from time-based, performance-based and director restricted stock awards was $350 thousand and $1.3 million for the three and nine months ended September 30, 2023, respectively, and $256 thousand and $1.0 million for the three and nine months ended September 30, 2022, respectively. The total income tax benefit related to the recognized compensation cost of vested restricted stock awards was $74 thousand and $275 thousand for the three and nine months ended September 30, 2023, respectively, and $54 thousand and $213 thousand for the three and nine months ended September 30, 2022, respectively.

A summary of changes in time-based unvested restricted stock awards for the three months ended September 30, 2023 follows:


	Shares	Per Share Weighted Average Grant Date Fair Value
Unvested at beginning of period	132,972	$	24.12
Granted	—	—

Forfeited	(1,393)	24.49
Vested	(1,362)	24.02
Unvested at end of period	130,217	$	24.11

A summary of changes in time-based unvested restricted stock awards for the nine months ended September 30, 2023 follows:


	Shares	Per Share Weighted Average Grant Date Fair Value
Unvested at beginning of period	69,746	$	25.21
Granted	90,675	23.63

Forfeited	(4,196)	24.35
Vested	(26,008)	25.30
Unvested at end of period	130,217	$	24.11

The above table excludes 14,510 shares in restricted stock awards that were granted at a weighted average fair value of $24.12 and immediately vested. As of September 30, 2023 and December 31, 2022, there was $2.4 million and $1.2 million of total unrecognized compensation cost related to unvested restricted stock awards, respectively. The fair value of shares vested was $25 thousand and $963 thousand during the three and nine months ended September 30, 2023, respectively, and $31 thousand and $1.0 million during the three and nine months ended September 30, 2022, respectively.

In addition to the time-based restricted stock disclosed above, the Corporation’s Board of Directors grants performance-based restricted stock awards (“PBRSAs”) to key employees. The number of PBRSAs will depend on certain performance conditions earned over a three year period and are also subject to service-based vesting. In 2023, awards with a maximum of 23,124 shares in aggregate were granted to key employees. In 2022, awards with a maximum of 13,761 shares in aggregate were granted to key employees. In 2021, awards with a maximum of 18,210 shares in aggregate were granted to key employees.

In 2022, the 2020 PBRSAs were fully earned and in 2023, 4,118 shares were fully distributed. The fair value of the shares distributed in 2023 was $99 thousand.