Sector: Financials
CNB FINANCIAL CORP · Meeting: April 21, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Long-serving independent director and Board Chairperson with over 30 years of board tenure; CNB's 3-year price return of +48.6% outpaces QABA (First Trust NASDAQ ABA Community Bank Index) by +11.1 percentage points, well below the 65-point threshold needed to trigger a vote against, and all meetings attended at the required level.
Joined the board in July 2025 as part of the ESSA Bancorp acquisition, giving him less than 24 months of tenure at CNB and therefore exempt from the TSR underperformance trigger; brings extensive community banking experience as former CEO of ESSA Bank & Trust.
Independent director since 2015 with relevant multi-industry business experience; CNB's 3-year return outperforms QABA by +11.1 percentage points, far short of the 65-point threshold required to trigger a vote against, and attendance requirements are met.
Independent director since 2015 serving as Audit Committee Chair and designated audit committee financial expert with strong financial expertise; stock performance versus QABA (First Trust NASDAQ ABA Community Bank Index) does not trigger any concern, and attendance is satisfactory.
Joined the board in July 2025 as part of the ESSA Bancorp acquisition, giving him less than 24 months of CNB board tenure and therefore exempt from the TSR trigger; brings real estate development and long community banking board experience.
Joined the board in July 2025 as part of the ESSA Bancorp acquisition, giving him less than 24 months of CNB board tenure and therefore exempt from the TSR trigger; brings local business and real estate experience from decades at Selig Construction.
All six nominees pass policy screens: CNB's 3-year price return of +48.6% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +11.1 percentage points, well below the 65-point underperformance threshold needed to trigger votes against for a strong-positive-TSR company; the three ESSA-acquisition directors joined in July 2025 and are exempt from the TSR trigger as new directors within 24 months; no overboarding, independence, attendance, or qualification concerns were identified for any nominee.
CEO
Michael D. Peduzzi
Total Comp
$1,500,484
Prior Support
94.6%%
The CEO received total compensation of $1,500,484 in 2025, which is reasonable for a community bank CEO at a company of CNB's size (~$798M market cap) that completed a significant acquisition during the year; shareholders gave 94.6% approval at the 2025 annual meeting, indicating broad satisfaction with the compensation program. The pay structure includes meaningful variable components — annual cash incentive (paid out at ~94.6% of target, reflecting near-target performance) and long-term equity awards split equally between time-based and performance-based restricted stock with a three-year performance period tied to relative earnings-per-share growth and return on equity versus peers — and CNB's 3-year stock return of +48.6% outperforms the QABA (First Trust NASDAQ ABA Community Bank Index) by +11.1 percentage points, supporting the pay-for-performance alignment. The company maintains a formal clawback policy compliant with SEC and Nasdaq rules, stock ownership guidelines, and anti-hedging/pledging policies, all of which are positive governance features.
Auditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$980,775
Non-Audit Fees
$211,320
Non-audit fees (audit-related fees of $185,430 plus tax fees of $25,890, totaling $211,320) represent approximately 21.5% of core audit fees ($980,775), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the filing so the tenure trigger does not fire per policy; no material restatements were identified; Forvis Mazars is a large national firm appropriate for CNB's market cap.
Meeting held April 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Francis X. Straub, III | 98.6% | 21.1M | 303,689 | ✓ Elected |
| Peter C. Varischetti | 97.8% | 20.9M | 465,926 | ✓ Elected |
| Daniel J. Henning | 97.1% | 20.8M | 628,977 | ✓ Elected |
| Robert C. Selig, Jr. | 96.8% | 20.7M | 684,257 | ✓ Elected |
| Gary S. Olson | 96.6% | 20.7M | 718,806 | ✓ Elected |
| Jeffrey S. Powell | 94.2% | 20.2M | 1.2M | ✓ Elected |
Say on Pay
For 21.0M · Against 353,900 · Abstain 335,392
Auditor Ratification
For 23.9M · Against 44,031 · Abstain 324,438
Other Proposals
Proposal 3
Advisory vote to select the frequency of the shareholder vote to approve named executive officer compensation
CNB Financial Corp's 2026 annual meeting presents a clean ballot with no material governance concerns: all six director nominees pass TSR, attendance, independence, and qualification screens; the auditor ratification clears the non-audit fee ratio test with fees well below the 50% threshold; and the say-on-pay program is supported by strong prior-year shareholder approval of 94.6%, a performance-linked pay structure, and CNB's outperformance of the QABA community bank benchmark over the past three years. No stockholder proposals appear on the ballot.
