Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

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 previously maintained the CNB Financial Corporation 2009 Stock Incentive Plan, which terminated in accordance with its terms on February 10, 2019, and currently 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 Corporation does not have a policy or practice on the timing of awards of options in relation to the disclosure of material nonpublic information because the Corporation does not issue nor does it have any outstanding options. The Executive Compensation and Personnel Committee generally grants equity awards annually at a regularly scheduled meeting in connection with its annual compensation review process in the first quarter of the fiscal year. On occasion, the Executive Compensation and Personnel Committee may grant equity awards outside of its annual grant cycle for new hires, promotions, recognition, retention, or other purposes. The Executive Compensation and Personnel Committee does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and, in any event, we do not time the release of material non-public information in coordination with grants of equity awards for the purpose of affecting the value of executive compensation.

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. All stock-based compensation grants during the years ending December 31, 2024, 2023, and 2022 and outstanding at December 31, 2024, 2023, and 2022 were time-based and performance-based restricted stock.

During the years ended December 31, 2024, 2023, and 2022, the Executive Compensation and Personnel Committee of the Corporation's Board of Directors granted a total of 130,857, 105,185, and 57,823 shares, respectively, of time-based restricted common stock to certain key employees and all independent directors of the Corporation.

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 $2.2 million, $1.7 million, and $1.2 million for the years ended December 31, 2024, 2023, and 2022, respectively. The total income tax benefit related to the recognized compensation cost of vested restricted stock awards was $467 thousand, $354 thousand, and $262 thousand for the years ended December 31, 2024, 2023, and 2022, respectively.

A summary of changes in time-based unvested restricted stock awards follows:


	Shares	Weighted-average Grant Date Fair Value
Non-vested at January 1, 2024	124,934	$	24.09
Granted	112,828	21.26
Forfeited	(15,044)	22.98
Vested	(44,162)	24.17
Non-vested at December 31, 2024	178,556	$	22.37

The above table excludes 18,029 shares in restricted stock awards that were granted to the Corporation’s Board of Directors at a weighted average fair value of $21.35 and immediately vested. As of December 31, 2024 and 2023, there was $2.7 million and $2.1 million, respectively, of total unrecognized compensation cost related to non-vested shares granted under the 2019 Stock Incentive Plan. The fair value of shares vesting during the year end December 31, 2024, 2023, and 2022 was $1.4 million, $1.0 million, and $1.4 million, respectively. As of December 31, 2024, there were zero outstanding unvested restricted stock awards granted to the Corporation's Board of Directors.

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. Awards with a maximum of 44,988 shares, 35,129 shares, and 13,761 shares in aggregate were granted to key employees in 2024, 2023, and 2022, respectively. As of December 31, 2024, there were a maximum 85,785 shares outstanding related to PBRSAs.

Total compensation expense related to the PBRSAs and included in the above compensation expense total was $431 thousand, $235 thousand and $91 thousand for 2024, 2023, and 2022, respectively. Estimated remaining unearned compensation related to PBRSAs at December 31, 2024 was $562 thousand.

In 2023, the 2021 PBRSAs were fully earned and in 2024, 9,667 shares were fully distributed. The fair value of the 9,667 shares distributed in 2024 was $206 thousand. In 2022, the 2020 PBRSAs were fully earned and in 2023, 4,118 shares were fully distributed. The fair value of the 4,118 shares distributed in 2023 was $99 thousand.

The number of authorized stock-based awards still available for grant as of December 31, 2024 was 26,728.