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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 30, 2022
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
Summary Comp. Table Total for CEO - Michael D. Peduzzi (1)
($)
Summary Comp. Table Total for CEO - Joseph B. Bower, Jr. (2)
($)
Comp. Actually Paid to CEO - Michael D. Peduzzi (1)
($)
Comp. Actually Paid to CEO - Joseph B. Bower, Jr. (2)
($)
Average Summary Comp. Table Total for Non-CEO NEOs (3)
($)
Average Comp. Actually Paid to Non-CEO NEOs (3)
($)
Value of Initial Fixed $100 Investment Based On:
Net Income(5)
($)
Fully-Diluted Earnings Per Share
($)
TSR
Peer Group TSR (4)
20231,175,410N/A1,262,008N/A599,987614,4007810358,0202.55
20221,110,4892,432,5711,117,0761,612,982628,263625,0177910063,1883.26
20213,028,5491,734,559557,132570,2758610657,7073.16
20201,608,4201,107,862470,922402,368677732,7431.97
       
Company Selected Measure Name Fully-diluted EPS        
Named Executive Officers, Footnote
(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 2023 and 2022, the Corporation’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr., Martin T. Griffith and Leanne D. Kassab. For fiscal years 2021 and 2020 the Corporation’s non-CEO NEOs were Tito L. Lima, Richard L. Greslick, Jr, Martin T. Griffith and Joseph E. Dell, Jr.
       
Peer Group Issuers, Footnote The TSR peer group utilized is the same peer group disclosed in the Competitive Benchmarking section above.        
Changed Peer Group, Footnote The peer group used for 2023 included the addition of four banks and removal of two banks that were not 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 the Corporation. The peer group TSR calculated using the 2022 peer group is presented below:
YearValue of Initial Fixed $100 Investment Based On:
TSR 2022 Peer Group TSR
202378102
202279100
202186106
20206777
       
Adjustment To PEO Compensation, Footnote
CEO SCT Total to CAP Reconciliation – Michael D. Peduzzi
20232022
SCT Total Compensation$1,175,410 $1,110,489 
SCT Restricted Stock Awards(199,991)(50,001)
Fair Value of New Unvested Equity Awards316,373 55,669 
Change in Fair Value of Existing Unvested Equity Awards(4,528)(6,306)
Change in Fair Value of Vesting Equity Awards(3,144)(105)
Dividends on Unvested Equity Awards3,823 2,488 
SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings(240,157)(278,205)
Service Cost & Prior Service Cost214,222 283,047 
CAP$1,262,008 $1,117,076 
CEO SCT Total to CAP Reconciliation – Joseph B. Bower, Jr. 202220212020
SCT Total Compensation$2,432,571 $3,028,549 $1,608,420 
SCT Restricted Stock Awards(261,010)(272,400)(347,079)
Fair Value of New Unvested Equity Awards— 286,041 192,291 
Change in Fair Value of Existing Unvested Equity Awards— 76,316 (156,339)
Change in Fair Value of Vesting Equity Awards3,631 19,005 45,515 
Fair Value of New Vested Equity Awards232,476 — — 
Fair Value as of Prior Year-end of Equity Awards Forfeited(258,031)— — 
Dividends on Unvested Equity Awards10,706 6,933 4,842 
SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings(902,701)(1,760,834)(467,045)
Service Cost & Prior Service Cost355,340 350,949 227,257 
CAP$1,612,982 $1,734,559 $1,107,862 
       
Non-PEO NEO Average Total Compensation Amount $ 599,987 $ 628,263   $ 557,132 $ 470,922
Non-PEO NEO Average Compensation Actually Paid Amount $ 614,400 625,017   570,275 402,368
Adjustment to Non-PEO NEO Compensation Footnote
Average Non-CEO NEOs SCT Total to CAP Reconciliation
2023202220212020
SCT Total Compensation$599,987 $628,263 $557,132 $470,922 
SCT Restricted Stock Awards(99,953)(76,257)(66,438)(73,438)
Fair Value of New Unvested Equity Awards117,016 84,907 69,940 42,335 
Change in Fair Value of Existing Unvested Equity Awards(4,721)(11,407)15,104 (31,109)
Change in Fair Value of Vesting Equity Awards(7,198)2,085 (969)(3,771)
Dividends on Unvested Equity Awards2,399 1,971 2,000 1,766 
SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings(56,571)(19,987)(23,198)(17,301)
Service Cost & Prior Service Cost63,441 15,442 16,704 12,964 
CAP$614,400 $625,017 $570,275 $402,368 
       
Equity Valuation Assumption Difference, Footnote he 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.        
Compensation Actually Paid vs. Total Shareholder Return
Comparison of Compensation Actually Paid versus Corporation TSR
As shown in the chart below, the CAP to our President and Chief Executive Officer and the average CAP to our other Non-CEO NEOs are generally aligned with our TSR. This is primarily due to performance-based incentive compensation, which links payouts to metrics that increase shareholder value, such as fully-diluted EPS and return on equity. Mr. Peduzzi was appointed President and Chief Executive Officer of CNB Financial Corporation, effective December 31, 2022, upon Mr. Bower's retirement. Mr. Peduzzi's promotion was the primary driver of his higher CAP received in 2023 versus 2022 as a result of an increase in his base salary and restricted stock awards.
3941
       
Compensation Actually Paid vs. Net Income
Comparison of Compensation Actually Paid versus Net Income
The chart below compares the CAP to our President and Chief Executive Officer and the average of the CAP to our other Non-CEO NEOs to net income. As shown in the chart, the CAP to our President and Chief Executive Officer and average of the CAP to our other Non-CEO NEOs has increased or decreased in line with our net income. This is because net income is a direct input in the calculation of fully-diluted EPS, one of the most important measures used to link our NEOs’ (including our President and Chief Executive Officer) CAP to our performance.
4537
       
Compensation Actually Paid vs. Company Selected Measure
Comparison of Compensation Actually Paid versus Company-Selected Measure (“CSM”)
The chart below compares the CAP to our President and Chief Executive Officer’s and average of the CAP to other Non-CEO NEOs and our CSM, fully-diluted EPS, which shows a strong relationship between fully-diluted EPS and CAP.
4844
       
Total Shareholder Return Vs Peer Group
Comparison of Corporation TSR versus Peer Group TSR
As shown in the chart below, the Corporation’s TSR is less than Corporation’s peer group TSR.
3550
       
Tabular List, Table Fully-diluted EPS
Commercial Loan Revenues
Efficiency Ratio
Deposit Growth (excluding Time Deposits)
Wealth & Asset Management revenue
Return on Equity
       
Total Shareholder Return Amount $ 78 79   86 67
Peer Group Total Shareholder Return Amount 103 100   106 77
Net Income (Loss) $ 58,020,000 $ 63,188,000   $ 57,707,000 $ 32,743,000
Company Selected Measure Amount | $ / shares 2.55 3.26   3.16 1.97
PEO Name Mr. Peduzzi   Mr. Bower Mr. Bower Mr. Bower
Additional 402(v) Disclosure
(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 2023 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 2023 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, (A) the service cost, calculated as the actuarial present value attributable to services rendered during the reporting year, plus (B) 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.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Fully-diluted EPS        
Measure:: 2          
Pay vs Performance Disclosure          
Name Commercial Loan Revenues        
Measure:: 3          
Pay vs Performance Disclosure          
Name Efficiency Ratio        
Measure:: 4          
Pay vs Performance Disclosure          
Name Deposit Growth (excluding Time Deposits)        
Measure:: 5          
Pay vs Performance Disclosure          
Name Wealth & Asset Management revenue        
Measure:: 6          
Pay vs Performance Disclosure          
Name Return on Equity        
Michael D. Peduzzi [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 1,175,410 $ 1,110,489      
PEO Actually Paid Compensation Amount 1,262,008 1,117,076      
Joseph B. Bower, Jr. [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount   2,432,571   $ 3,028,549 $ 1,608,420
PEO Actually Paid Compensation Amount   1,612,982   1,734,559 1,107,862
PEO | Michael D. Peduzzi [Member] | SCT Restricted Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (199,991) (50,001)      
PEO | Michael D. Peduzzi [Member] | Fair Value of New Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 316,373 55,669      
PEO | Michael D. Peduzzi [Member] | Change in Fair Value of Existing Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,528) (6,306)      
PEO | Michael D. Peduzzi [Member] | Change in Fair Value of Vesting Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,144) (105)      
PEO | Michael D. Peduzzi [Member] | Dividends on Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,823 2,488      
PEO | Michael D. Peduzzi [Member] | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (240,157) (278,205)      
PEO | Michael D. Peduzzi [Member] | Service Cost & Prior Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 214,222 283,047      
PEO | Joseph B. Bower, Jr. [Member] | SCT Restricted Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (261,010)   (272,400) (347,079)
PEO | Joseph B. Bower, Jr. [Member] | Fair Value of New Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0   286,041 192,291
PEO | Joseph B. Bower, Jr. [Member] | Change in Fair Value of Existing Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   0   76,316 (156,339)
PEO | Joseph B. Bower, Jr. [Member] | Change in Fair Value of Vesting Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   3,631   19,005 45,515
PEO | Joseph B. Bower, Jr. [Member] | Dividends on Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   10,706   6,933 4,842
PEO | Joseph B. Bower, Jr. [Member] | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (902,701)   (1,760,834) (467,045)
PEO | Joseph B. Bower, Jr. [Member] | Service Cost & Prior Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   355,340   350,949 227,257
PEO | Joseph B. Bower, Jr. [Member] | Fair Value of New Vested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   232,476   0 0
PEO | Joseph B. Bower, Jr. [Member] | Fair Value as of Prior Year-end of Equity Awards Forfeited [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   (258,031)   0 0
Non-PEO NEO | SCT Restricted Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (99,953) (76,257)   (66,438) (73,438)
Non-PEO NEO | Fair Value of New Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 117,016 84,907   69,940 42,335
Non-PEO NEO | Change in Fair Value of Existing Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,721) (11,407)   15,104 (31,109)
Non-PEO NEO | Change in Fair Value of Vesting Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,198) 2,085   (969) (3,771)
Non-PEO NEO | Dividends on Unvested Equity Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,399 1,971   2,000 1,766
Non-PEO NEO | SCT Change in Pension Value & Nonqualified Deferred Compensation Earnings [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (56,571) (19,987)   (23,198) (17,301)
Non-PEO NEO | Service Cost & Prior Service Cost [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 63,441 $ 15,442   $ 16,704 $ 12,964