STOCK COMPENSATION

6 Months Ended

Jun. 30, 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 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. Stock compensation received by non-employee directors vests immediately.

At June 30, 2024, 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 months ended June 30, 2024 and 2023.

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 $482 thousand and $1.4 million for the three and six months ended June 30, 2024, respectively, and $345 thousand and $961 thousand for the three and six months ended June 30, 2023, respectively. The total income tax benefit related to the recognized compensation cost of vested restricted stock awards was $101 thousand and $287 thousand for the three and six months ended June 30, 2024, respectively, and $72 thousand and $202 thousand for the three and six months ended June 30, 2023, respectively.

A summary of changes in time-based unvested restricted stock awards for the three months ended June 30, 2024 follows:


	Shares	Per Share Weighted Average Grant Date Fair Value
Unvested at beginning of period	193,187	$	22.42
Granted	—	—

Forfeited	(2,518)	22.96
Vested	(631)	21.79
Unvested at end of period	190,038	$	22.42

A summary of changes in time-based unvested restricted stock awards for the six months ended June 30, 2024 follows:


	Shares	Per Share Weighted Average Grant Date Fair Value
Unvested at beginning of period	124,934	$	24.09
Granted	112,828	21.26

Forfeited	(4,961)	22.82
Vested	(42,763)	24.17
Unvested at end of period	190,038	$	22.42

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 June 30, 2024 and December 31, 2023, there was $3.7 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 vested was $11 thousand and $1.4 million during the three and six months ended June 30, 2024, respectively, and $4 thousand and $938 thousand during the three and six months ended June 30, 2023, respectively.

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 2024, awards with a maximum of 29,992 shares in aggregate were granted to key employees. In 2023, awards with a maximum of 23,124 shares in aggregate were granted to key employees. In 2022, awards with a maximum of 13,761 shares in aggregate were granted to key employees.

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