Bruce Sharp
Senior Executive Vice President and Chief Commercial Banking Officer at CB Financial Services
Executive
About Bruce Sharp
Bruce A. Sharp, age 56, is Senior Executive Vice President and Chief Commercial Banking Officer (SEVP & CCBO) of Community Bank (CB Financial Services, Inc.) and has served in the SEVP role since March 2023; he joined the Bank in February 2022 as EVP & CCBO after senior roles at Pinnacle Financial Partners and a long tenure at Truist Financial (BB&T/SunTrust) in credit and sales leadership . Company performance context during his NEO tenure shows total shareholder return (TSR) for the period measured in the proxy rose to a value of $162.42 on a hypothetical $100 investment in 2024 (from $133.58 in 2023), while GAAP net income declined from $22.55 million in 2023 to $12.59 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CB Financial Services / Community Bank | EVP & Chief Commercial Banking Officer | Feb 2022–Mar 2023 | Led all commercial sales, customer service, process/product initiatives, and treasury management sales |
| CB Financial Services / Community Bank | SEVP & Chief Commercial Banking Officer | Mar 2023–Present | Leadership of commercial banking franchise, credit/sales oversight |
| Pinnacle Financial Partners | Senior Credit Officer | Not disclosed | Senior credit leadership |
| Truist Financial (BB&T and SunTrust) | Various senior roles (Credit to Sales Leadership) | Not disclosed | Credit risk and sales leadership across multiple senior roles |
External Roles
- Not disclosed in Company filings reviewed.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $282,315 | NEO salary as reported in SCT |
| Target Bonus % | 25–35% of salary (plan range for non-PEO NEOs) | Role-based target opportunities set within this range |
| All Other Compensation (Total) | $34,260 | See breakdown below |
All Other Compensation detail (2024):
| Item | Amount |
|---|---|
| Employer contributions to 401(k) plan | $15,992 |
| Employer insurance premiums | $16,452 |
| Cell phone | $300 |
| Cash in lieu of dividends on restricted stock awards | $1,516 |
| Total | $34,260 |
Performance Compensation
Annual cash/equity incentive plan structure (2024):
| Metric | Weighting | Payout mechanics |
|---|---|---|
| Pre‑tax income | 55% | Corporate Scorecard; payout ranges: NEOs 10–60% of salary; paid 60–70% cash and 30–40% equity for NEOs (CEO 50/50) |
| Nonperforming assets ratio | 15% | As above |
| Deposit growth | 15% | As above |
| Loan growth | 15% | As above |
2024 incentive outcome (Bruce Sharp):
| Component | 2024 Amount | Notes |
|---|---|---|
| Non‑Equity Incentive Plan (annual bonus) | $36,339 | Paid for 2024 performance pursuant to plan |
2024 equity grants (grant-date accounting values):
| Type | Grant date | Grant-date fair value |
|---|---|---|
| Stock awards (RSAs/RSUs) | Feb 16, 2024 | $25,880 |
| Option awards | Feb 16, 2024 | $25,758 |
Outstanding equity awards (as of Dec 31, 2024):
| Award type | Exercisable | Unexercisable | Exercise price | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Stock options | 4,800 | 7,200 | $25.56 | 02/07/2032 | 20% per year, commenced 02/07/2023 |
| Stock options | 640 | 2,560 | $22.01 | 02/16/2033 | 20% per year, commenced 02/16/2024 |
| Stock options | — | 5,350 | $22.12 | 02/16/2034 | 20% per year, commencing 02/16/2025 |
| Restricted stock (unvested) | — | 600 | — | — | 20% per year, commenced 02/16/2024; MV $17,148 at $28.58 |
| Restricted stock (unvested) | — | 1,170 | — | — | 20% per year, commencing 02/16/2025; MV $33,439 at $28.58 |
Notes:
- Equity under prior plans (2015, 2021) generally vests in five equal annual installments; grants under 2024 plan approved by shareholders have a share limit of 287,500 and are subject to clawback and potential holding periods; no new grants will be made under the 2021 plan after 2024 plan approval .
Equity Ownership & Alignment
| Measure | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (proxy record date) | 6,057 shares; “<1%” of outstanding | 5,102,189 shares outstanding; none of the named individuals have pledged shares |
| Direct vs. indirect holdings (Form 3) | 4,557 direct; 1,500 indirect via IRA | As of 09/09/2025 initial statement of beneficial ownership |
| Options outstanding | See table above | Detail by grant, price, vesting |
| Vested vs. unvested (options) | 5,440 exercisable; 15,110 unexercisable | Summation of lines in table |
| Unvested restricted stock | 1,770 shares | Summation of lines in table |
| Hedging/pledging policy | Awards subject to Company hedging/pledging policies | 2024 Equity Incentive Plan |
| Ownership guidelines | Not disclosed | — |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | 2025 proxy discloses employment agreements for CEO (Montgomery) and COO (George); none disclosed for Mr. Sharp |
| Severance (cash) | Not disclosed for Mr. Sharp in proxy |
| Change‑in‑control (equity) | Double‑trigger acceleration: upon involuntary termination for cause-equivalent/good reason following a change in control; if awards are not assumed by an acquirer, service‑based awards vest immediately prior to CIC and performance awards vest at greater of actual or pro‑rata at target |
| Clawback | Awards subject to Company clawback policy and applicable rules (Dodd‑Frank, etc.) |
| Non‑compete / non‑solicit | Not disclosed for Mr. Sharp (CEO/COO agreements include 1‑year covenants; no agreement for Mr. Sharp disclosed) |
Insider Transactions and Vesting Calendar Cues
| Filing | Date | Key details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 09/09/2025 | Officer title SEVP & Chief Comm Loan Officer; 4,557 direct shares; 1,500 via IRA; options: 4,800 @ $25.56 (exp 02/07/2032), 1,920 @ $22.01 (exp 02/16/2033), 4,280 @ $22.12 (exp 02/16/2034) |
Vesting cadence likely to create periodic equity events near:
- February 7 annually through 2027 (2022 option grant)
- February 16 annually through 2029 (2023–2025 grants)
Performance & Track Record (Company-level context)
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income (GAAP) | $22,550,000 | $12,594,000 |
| TSR – Value of initial $100 investment | $133.58 | $162.42 |
Pay-versus-performance disclosure notes the average “compensation actually paid” to non‑PEO NEOs (which includes Mr. Sharp in 2024) was $477,117 vs. SCT average $390,068 in 2024; TSR rose 21.59% while net income fell 44.15% year-over-year .
Compensation Structure Analysis
- Cash vs. equity mix: In 2024, Mr. Sharp’s SCT components were salary ($282k), annual bonus ($36k), stock awards ($26k), options ($26k), and other comp ($34k), indicating a balanced mix with meaningful at‑risk equity; annual bonus size is modest vs. salary within a 10–60% plan range for NEOs .
- Shift to time‑vested equity: Outstanding awards vest 20% annually over five years; proxy does not disclose performance share units (PSUs), indicating emphasis on service‑based RSAs/RSUs and options under prior plans; 2024 plan permits RSUs and includes strong governance features (clawback, double‑trigger CIC) .
- Metric rigor: 2024 incentive weighting skews to profitability (pre‑tax income 55%) with balance on credit quality (NPA ratio) and balance sheet growth (deposits/loans) .
- Repricing/modification: No disclosures of option repricing; the Company states it avoids timing equity grants around material disclosures and closed windows .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑Pay: Annual advisory vote scheduled; historical approval percentages not disclosed in the 2025 proxy .
- Peer benchmarking: Compensation Committee considered peer data from like‑sized financial institutions in setting goals/opportunities (no peer list or target percentile disclosed) .
Risk Indicators & Red Flags
- Pledging/hedging: None of the named individuals have pledged shares; equity awards subject to clawback and policies restricting hedging/pledging .
- Related party transactions: None involving executives exceeding $120,000 since January 1, 2024; officer/director loans reported as compliant with regulations .
- Section 16 compliance: Company states executive officers and directors complied with Section 16 reporting for 2024 .
Investment Implications
- Alignment: Sharp holds a modest direct stake, unvested RSAs, and significant unexercisable options that vest annually, aligning him with multi‑year value creation; no pledging and clawback/double‑trigger CIC improve governance alignment .
- Retention risk: No individual employment agreement is disclosed for Sharp (unlike CEO/COO), but multi‑year vesting of equity and plan‑level CIC protections are retention-supportive .
- Trading signals: Annual vesting dates clustered in February (and one grant in early February 2023) may correspond with routine Form 4 activity (tax withholding, exercises/sales) around vest windows; current records show a Form 3 as of Sept 2025 establishing holdings and award inventory .
- Pay-for-performance: 2024 NEO incentive weighting and bonus structure emphasize profitability and soundness metrics; despite TSR improvement in 2024 PvP, net income declined, and NEO CAP (average) rose, which investors may scrutinize relative to forward targets and underwriting discipline .