Cnb Financial Corp 8-K, filed Feb 9, 2022
Cnb Financial Corp (CCNE)
About this 8-K
Cnb Financial Corp filed this 8-K on February 9, 2022, reporting on events of February 8, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 9, 2022, CNB Financial Corporation (the “Corporation”), the parent company of CNB Bank (the “Bank”), announced that Joseph B. Bower, Jr., President and Chief Executive Officer of the Corporation and Chief Executive Officer of the Bank, will retire from such positions effective December 31, 2022 and July 1, 2022, respectively.
The Corporation also announced that, on February 8, 2022, the Board of Directors of the Corporation appointed Michael Peduzzi, who currently serves as President and Chief Operating Officer of the Bank, to succeed Mr. Bower as President and Chief Executive Officer of the Corporation, effective December 31, 2022, and Chief Executive Officer of the Bank, effective July 1, 2022. Mr. Peduzzi will continue to serve as President and Chief Operating Officer of the Bank prior to such times.
Mr. Peduzzi, 56, has over 34 years of experience working for companies in the banking and financial services industry. Prior to joining the Bank in August 2021, Mr. Peduzzi served as the Senior Vice President and Chief Financial Officer of Mid Penn Bancorp, Inc. from 2016 through August 2021. He has also held executive roles at Codorus Valley Bancorp, Union National Financial Corp and Keystone Financial Inc. Mr. Peduzzi graduated from The Pennsylvania State University with a Bachelor of Science degree in Accounting, and is a Pennsylvania-licensed Certified Public Accountant and a member of both the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants.
A copy of the press release announcing Mr. Bower’s retirement and Mr. Peduzzi’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated February 9, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CNB FINANCIAL CORPORATION | ||||||
| Date: February 9, 2022 | By: | /s/ Tito L. Lima | ||||
| Tito L. Lima | ||||||
| Treasurer | ||||||
NEWS RELEASE
Contact: Amy Potter, CFMP
VP/Customer Experience
Amy.Potter@CNBBank.bank
814-765-9621
FOR IMMEDIATE RELEASE
CNB ANNOUNCES CEO RETIREMENT AND TRANSITION PLANS
Clearfield, Pennsylvania – February 9, 2022
Together, Peter F. Smith, Chairman of the Board of Directors for CNB Bank and CNB Financial Corporation, and Joseph B. Bower, Jr., CEO of CNB Bank and President and CEO of CNB Financial Corporation, announced Mr. Bower’s intention to retire from these positions, effective July 1, 2022 and December 31, 2022, respectively. For the remainder of the year, Mr. Bower will work closely with his successor, Michael Peduzzi, President and Chief Operating Officer of CNB Bank, who will succeed Mr. Bower as President and CEO of CNB Financial Corporation, effective December 31, 2022, and CEO of CNB Bank, effective July 1, 2022.
The announcement of Mr. Bower’s retirement honors his twenty-five year career with the Company and remarkable leadership to CNB Bank and CNB Financial Corporation. He joined the organization in 1997 as Senior Vice President and Chief Financial Officer of the Bank and Treasurer of the Corporation. In 2003, Mr. Bower was promoted to Executive Vice President and Chief Operating Officer of the Bank and Secretary of the Corporation. And, on December 31, 2009, he was named President and Chief Executive Officer of CNB Bank and CNB Financial Corporation.
During his twelve years as President & CEO, Mr. Bower has led the organization’s asset growth from $1.2 billion to $5.3 billion, representing a 342% growth in assets. His vision to grow the organization to $5 billion was realized in July, 2021, with most of the growth over that twelve years being organic, supplemented by very strategic and successful acquisitions. Mr. Bower’s strategy to provide a differentiating experience for the commercial community market was intentional and successful. As Chief Operating Officer, he directed the entry of a division of CNB Bank into the greater Erie, PA market in 2005 with a brand expansion strategy, appropriately named ERIEBANK. This was the first of three such successful ventures, and today ERIEBANK comprises $1.4 billion of CNB Bank’s total assets.
The second and third divisions of CNB Bank introduced organically under Mr. Bower’s leadership took place in 2016 with BankOnBuffalo in western NY; and in 2021, Ridge View Bank was formed in Roanoke Virginia. These commercial community banks were uniquely built by the people and businesses of the new market, including the market president, banking team and a local board of advisors.
Several acquisitions also complement Mr. Bower’s resume. Most notably, because it formed the fourth bank brand of CNB Bank, was the acquisition of Farmer’s Citizens Bank in central Ohio in 2013 that was re-established as FCBank, a division of CNB Bank. Of the $4.2 billion in growth over the twelve years, $940 million was through acquisition. The rest developed organically through CNB’s unique brand expansion model.
Under Mr. Bower’s leadership, the organization grew from 297 employees in 2010 to 703 today. It was important to him that CNB maintain a strong presence and headquarters in Clearfield PA, contribute to the local economy, offer career opportunities, and continue to donate our time and resources in the community where the institution established its roots in 1865. The organization increased the existing headquarters and operations with a 17,000 square foot expansion in 2015, with another development project planned to be completed this year.
The culture at CNB grew more positive with each year, and Mr. Bower’s vision to “find a way to say yes to every client, co-worker and community” became the driving force for every member of the CNB team. This working environment was further inspired by Joe’s motto, “Make money. Have fun.” And the CNB team took that motto to heart, instilling a best-in-class culture of inclusion, engagement and collaboration. Above all else, central to the organization’s strategy under Joe’s leadership, were client and employee experience. In doing so, Joe fostered an environment of mutual respect and leadership throughout the organization and in our communities.
Mr. Bower leads by example. He challenges and encourages his team to do more than they ever thought possible, to think bigger and to think differently. Internally, this approach has created a number of leaders. His expectations and standards are high, but not nearly as lofty as those he sets for himself. These standards resulted in his leadership role in the banking industry as Chairman of the Pennsylvania Bankers Association in 2016. As chairman of the Association, Mr. Bower led Pennsylvania’s largest banking trade association, had oversight of the PA Banker’s Board policies and procedures, and led the strategic direction of the association, as well as the functioning of the personnel and audit budget and finance committees.
Following this challenging role, in 2017 Mr. Bower was appointed to the Community Depository Institutions Advisory Council (CDIAC) by the Federal Reserve Bank of Philadelphia. Additionally, Mr. Bower is on the political action committee for the American Bankers Association, advocating for community banks and the clients and communities they serve.
“Joe brought a lot of talent and drive to CNB. His initiatives carried us into many new markets. I thank him for his efforts on behalf of the board and our shareholders. I wish him and his family all the best in the future,” Mr. Smith commented.
Before joining CNB, Mr. Bower was Chief Financial Officer for Mifflinburg Bank & Trust Company, Mifflinburg, PA. He previously worked as a certified public accountant and holds a Bachelor of Arts in Accounting from Lycoming College in Williamsport, Pennsylvania, where he graduated magna cum laude. In 1984, he enlisted in the United States Army, where after two and a half years the Army awarded him with a full ROTC scholarship. Upon graduating from Lycoming College, Mr. Bower graduated from the U.S. Army Ordinance School Officer Basic Course. He has served and continues to serve on various boards within the community.
An avid outdoorsman, Mr. Bower lives in Olanta with his wife, Hillary, and has four grown children, Britney and her husband John, Mindy and her husband Aaron, Ryan and Kayleigh and a three-month-old grandson Kepler.
Regarding his retirement, Mr. Bower commented, “Over the past 25 years, I’ve thoroughly enjoyed working side by side with our talented and hardworking team of bankers who find a way to say yes to our customers, communities and their coworkers every day. I’m excited for all who have the opportunity to continue to grow within our culture and serve the hardworking clients in our markets as I move on to the next chapter of my life.”
Based on strong, traditional values, CNB Bank is dedicated to being the premier financial services provider in the area, focused on the changing needs of people and business in our communities by providing the highest quality service. More about CNB Bank can be found online at www.CNBBank.bank.