Cb Financial Services Inc

This management proposal asks shareholders to cast an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (a standard “say-on-pay” proposal). Management is seeking shareholder endorsement to validate its executive compensation program and its mix of salary, annual cash incentives and equity-based awards used to align executives with performance and long-term shareholder value. The board and Compensation Committee have structured pay with target incentive opportunities (e.g., 50% of salary for the CEO, 40% for other NEOs) and a mix of cash and equity to tie pay to performance metrics (pre-tax income, nonperforming assets ratio, deposit growth, loan growth) and to retention goals. The proposal is non-binding, but the Compensation Committee will consider the outcome when determining future pay arrangements; the Board therefore recommends a favorable vote to demonstrate shareholder support and to inform compensation-setting. Company disclosures include Pay Versus Performance tables showing Compensation Actually Paid relative to total shareholder return and net income, which provide context for investors evaluating alignment; notably, CAP increased modestly while net income declined year-over-year, a point likely to draw investor scrutiny. Approving the proposal signals trust in the Board’s governance of pay, while a negative vote would prompt the Compensation Committee to engage with shareholders and potentially adjust pay practices. Given the Company’s use of annual incentive metrics and recurring equity grants, management argues that shareholder approval is consistent with aligning pay and performance over both short- and long-term horizons. Investors should weigh the disclosed performance metrics, the structure of incentive targets, and the company’s responsiveness to shareholder feedback when evaluating the proposal.

This management proposal requests that shareholders cast an advisory vote to indicate whether the say-on-pay vote should occur every one, two, or three years; the result will be determined by plurality and is advisory rather than binding. The Board recommends an annual (one-year) frequency, reasoning that the Compensation Committee reviews and establishes primary elements of executive pay (salary and cash bonus) on an annual cycle, making yearly shareholder input most timely and relevant. Management seeks a favorable outcome for annual frequency to ensure shareholders can provide regular feedback on compensation decisions and to allow the Board to react promptly to shareholder concerns. The SEC requires that companies solicit this preference at least once every six years, and the Board’s stated policy reflects governance preference and operational cadence. Opposing arguments from some investors typically favor multi-year cycles (e.g., triennial) to reduce administrative burden, focus on longer-term performance, and avoid short-termism, especially where significant long-term incentives predominate. Because the proposal is advisory, regardless of the outcome the Board and Compensation Committee retain discretion, but they have committed to consider the vote result when setting future practices. The plurality determination mechanism means that a minority of shareholders can determine the result in a split vote; investors should therefore consider coordination and participation when expressing a frequency preference. Management’s recommendation is grounded in the company’s annual compensation timeline and a desire for continuous shareholder engagement on executive pay.