STOCK COMPENSATION

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

The Corporation has a stock incentive plan, which is administered by a committee of the Board of Directors and which permits the Corporation to provide various types of stock-based compensation to its key employees, directors, and/or consultants, including time-based and performance-based shares of restricted stock. The Corporation maintains the CNB Financial Corporation 2019 Omnibus Incentive Plan (the "2019 Stock Incentive Plan"), which was approved by the Corporation’s shareholders and became effective on April 16, 2019.

The 2019 Stock Incentive Plan provides for up to 507,671 shares of common stock to be awarded in the form of nonqualified options or restricted stock. For key employees, the vesting of time-based restricted stock is one-third, one-fourth, or one-fifth of the granted restricted shares per year, beginning one year after the grant date, with 100% vesting on the third, fourth or fifth anniversary of the grant date, respectively. Prior to 2018, for non-employee directors, the vesting schedule was one-third of the granted restricted shares per year, beginning one year after the grant date, with 100% vested on the third anniversary of the grant date. Beginning in 2018, stock compensation received by non-employee directors vests immediately.

At June 30, 2022, there was no unrecognized compensation cost related to stock-based compensation awarded under this plan and, except for the time-based and performance-based restricted stock awards disclosed below and in previous filings, no other stock-based compensation was granted during the three and six month period ended June 30, 2022 and 2021.

Compensation expense for the restricted stock awards is recognized over the requisite service period based on the fair value of the shares at the date of grant on a straight-line basis. Non-vested restricted stock awards are recorded as a reduction of additional paid-in-capital in shareholders’ equity until earned. Compensation expense resulting from time-based, performance-based and director restricted stock awards was $256 thousand and $757 thousand for the three and six months ended June 30, 2022 and $303 thousand and $812 thousand for the three and six months ended June 30, 2021. The total income tax benefit related to the recognized compensation cost of vested restricted stock awards was $54 thousand and $159 thousand for the three and six months ended June 30, 2022 and $64 thousand and $171 thousand for the three and six months ended June 30, 2021, respectively.

A summary of changes in time-based unvested restricted stock awards for the three months ended June 30, 2022 follows:


	Shares	Per Share Weighted Average Grant Date Fair Value
Unvested at beginning of period	88,891	$	20.10
Granted	0	0.00

Forfeited	(1,090)	25.06
Vested	(89)	25.27
Unvested at end of period	87,712	$	20.18

A summary of changes in time-based unvested restricted stock awards for the six months ended June 30, 2022 follows:


	Shares	Per Share Weighted Average Grant Date Fair Value
Unvested at beginning of period	69,643	$	24.18
Granted	44,369	26.71

Forfeited	(1,090)	25.06
Vested	(25,210)	24.78
Unvested at end of period	87,712	$	20.18

The above tables exclude 11,790 shares in restricted stock awards that were granted at a weighted average fair value of $26.71 and immediately vested. As of June 30, 2022 and December 31, 2021, there was $1.9 million and $1.1 million of total unrecognized compensation cost related to unvested restricted stock awards, respectively. The fair value of shares vested was $2 thousand and $987 thousand during the three and six months ended June 30, 2022 and $19 thousand and $805 thousand during the three and six months ended June 30, 2021.

In addition to the time-based restricted stock disclosed above, the Corporation’s Board of Directors grants performance-based restricted stock awards (“PBRSAs”) to key employees. The number of PBRSAs will depend on certain performance conditions earned over a three year period and are also subject to service-based vesting. In 2022, awards with a maximum of 13,761 shares in aggregate were granted to key employees. In 2021, awards with a maximum of 18,210 shares in aggregate were granted to key employees. In 2020, awards with a maximum of 18,100 shares in aggregate were granted to key employees.

In 2021, the 2019 PBRSAs were fully earned and in 2022, 11,895 shares were fully distributed. The fair value of the shares distributed in 2022 was $318 thousand.