Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 30, 2023 and October 1, 2023, CNB Financial Corporation (the “Corporation”) and/or CNB Bank, the Corporation’s primary operating subsidiary (the “Bank”), entered into amended or new nonqualified deferred compensation plans with certain members of its executive management team, including the following named executive officers (the “Executives”): Michael D. Peduzzi, President and Chief Executive Officer (“Mr. Peduzzi”); Tito L. Lima, Senior Executive Vice President, Chief Financial Officer and Treasurer (“Mr. Lima”); Leanne Kassab, Senior Executive Vice President and Chief Experience Officer (“Ms. Kassab”); Martin T. Griffith, Senior Executive Vice President and Chief Banking Officer (“Mr. Griffith”); and Richard L. Greslick, Jr., Senior Executive Vice President and Chief Operating Officer (“Mr. Greslick”).
Defined Contribution Plan Amendments
Both Ms. Kassab and Mr. Lima are party to a Defined Contribution Plan with the Corporation dated January 1, 2022 and January 2, 2022, respectively (each a “DC Plan” and, collectively, the “DC Plans”). Prior to September 30, 2023, the DC Plans provided for the annual contribution by the Corporation of an agreed upon percentage of the Executive’s annual base salary to the Executive’s DC Plan account. Amounts contributed would be payable following the Executive’s termination of employment, or upon becoming disabled. As of September 30, 2023, neither Ms. Kassab nor Mr. Lima were at all vested in the DC Plans and instead each was scheduled to become one hundred percent (100%) vested in their DC Plan upon the later of attaining age fifty-five (55) or providing five (5) years of service to the Corporation.
Pursuant to the DC Plan amendments dated September 30, 2023 and attached to this Current Report on Form 8-K (the “DC Plan Amendments”), the DC Plans are immediately frozen and no additional contributions are permitted to be made. As of such date, both Executives became one hundred percent (100%) vested in their DC Plan balances of One Hundred Thirty-One Thousand Four Hundred Ninety-Eight Dollars ($131,498), with respect to Mr. Lima, and One Hundred Ninety-Three Thousand Seven Hundred Eighteen Dollars ($193,718), with respect to Ms. Kassab. All other material terms of the DC Plans, including the payment triggers, remain unaffected by the DC Plan Amendments and are more fully described in a Current Report on Form 8-K filed by the Corporation on January 4, 2022.
Supplemental Executive Retirement Plan Agreement Amendment and Awards
Mr. Peduzzi is a participant in the Supplemental Executive Retirement Plan adopted by the Corporation and dated January 1, 2022 (the “SERP”). As originally drafted, the SERP did not contemplate participation by additional executives with different vesting schedules. Further, as of October 1, 2023 Mr. Peduzzi was not scheduled to become vested in the SERP until September 1, 2026, at which point he would become one hundred percent (100%) vested.
Pursuant to the Supplemental Executive Retirement Plan amendment dated October 1, 2023 and attached to this Current Report on Form 8-K (the “SERP Amendment”), the SERP now permits participation by executives with different vesting schedules. Each participant shall be designated by a Schedule A, which will specify the nature of each participant’s benefits under the SERP. While participants will generally vest according to a schedule set forth on their specific Schedule A, a participant shall become one hundred percent (100%) vested upon his or her death, disability or the Corporation undergoing a change in control. The amount payable upon a separation from service prior to retirement age for other than death, disability or a change in control is based on the Schedule A vesting schedule. Payment of benefits begins upon a participant reaching retirement age, with the exception of payments following death, disability or a change in control which begin immediately, in each case provided that a termination of employment has occurred. All other material terms of the SERP remain unaffected by the SERP Amendment.
Attached to this Current Report on Form 8-K are copies of SERP Schedule As, dated October 1, 2023, that the Corporation has entered into with each of Mr. Peduzzi, Mr. Lima, Ms. Kassab and Mr. Griffith. Mr. Peduzzi’s Schedule A dated October 1, 2023 replaces the Schedule A dated January 1, 2022. The material terms of each Executive’s benefit is set forth in the following table: