Independent
Tenure on this board
22.4 yrs
6 nominees · 4 ballot items.
Election of directors; advisory vote to approve executive compensation (Say-on-Pay); advisory vote on frequency of Say-on-Pay (one, two, or three years); ratification of appointment of Forvis Mazars, LLP as independent auditors.
Elect six director nominees to various class terms (four Class 1 for three-year terms, one Class 2 for two-year term, and one Class 3 for one-year term).
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of CNB’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to affirm its compensation philosophy and program, which blends base salary, annual incentives, long-term equity incentives, and benefits, with detailed benchmarking, risk mitigation features (clawback, stock ownership guidelines, balanced scorecard metrics), and SERP benefits for certain executives. The Board recommends a "FOR" vote, citing previous strong shareholder support in 2025 (94.6% approval), the role of the ECC and independent consultant Meridian in setting pay, and the use of performance metrics tied to earnings, efficiency ratio, loan and deposit growth. The vote is advisory and not binding, but the Board will consider the outcome in future decisions. The proposal’s context includes CNB’s 2025 acquisition of ESSA Bancorp, which affected 2025 performance metrics and led to adjustments (e.g., using adjusted EPS and adjusted efficiency ratio excluding merger-related expenses) in incentive determinations. The ECC’s process, benchmarking against a 20-bank peer group, and use of both cash and equity compensation aim to align NEO interests with shareholders while discouraging excessive risk-taking; the Board’s recommendation stresses oversight and alignment rationale.
Non-binding advisory vote to select the frequency (one, two, or three years) of future Say-on-Pay votes.
The proposal requests shareholders to indicate, on a non-binding advisory basis, whether the advisory vote to approve executive compensation should occur every one, two, or three years. The Board recommends an annual (one-year) frequency, arguing that it provides the most effective means to gauge shareholder sentiment on executive compensation and informs compensation decisions. The vote is advisory and non-binding, but the Board will consider the results when setting future frequency. No shareholder proponent; management recommends 'ONE YEAR'.
Ratify appointment of Forvis Mazars, LLP as the company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WELLINGTON MANAGEMENT GROUP LLP | 7.11% | 2,105,587 | $61M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.89% | 1,449,734 | $42M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 1,286,694 | $37M |
| 4 | BlackRock, Inc. | 3.79% | 1,124,367 | $33M |
| 5 | Davis Asset Management, L.P. | 3.21% | 950,000 | $28M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.38% | 704,115 | $20M |
| 7 | BlackRock, Inc. | 2.34% | 691,940 | $20M |
| 8 | STATE STREET CORP | 2.09% | 617,792 | $18M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.06% | 609,366 | $18M |
| 10 | Stieven Capital Advisors, L.P. | 1.55% | 458,573 | $13M |
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