Charles Guthrie
About Charles R. Guthrie
Independent director since 2005; Vice Chairman of the Board. Age 65 (as of December 31, 2024). President of Guthrie Belczyk and Associates, P.C.; Certified Public Accountant since 1982. Recognized by the Board as the Audit Committee Financial Expert. Serves on committees of various community organizations in the Bank’s market area .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CB Financial Services, Inc. (CBFV) | Director; Vice Chairman of the Board | Director since 2005; Vice Chairman current | Audit Committee Chair; member of Compensation and Nominating/Corporate Governance; designated Audit Committee financial expert |
| CB Financial Services, Inc. | Audit Committee Chair (Board Committee) | Ongoing | Oversees financial reporting, internal controls, audit firm engagement; author of Audit Committee report |
| Guthrie Belczyk and Associates, P.C. | President | Current | Accounting and corporate management expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Guthrie Belczyk and Associates, P.C. | President | Current | CPA since 1982; firm leadership |
| Community organizations (local market) | Committee service | Current | Various committees; enhances local ties; specific orgs not listed |
Board Governance
- Board leadership: Chairman Mark E. Fox; Vice Chairman Charles R. Guthrie; no Lead Independent Director designated .
- Independence: Board determined Guthrie is independent under Nasdaq rules, notwithstanding normal-course loans/lines of credit to certain directors (including Guthrie or related entities), concluding these relationships did not impair independent judgment .
- Committee assignments (2024): Audit Committee Chair; Compensation Committee member; Nominating/Corporate Governance Committee member. Committee meeting counts FY2024: Audit 8; Compensation 4; Nominating/Corporate Governance 2 .
- Attendance: In FY2024, no director attended less than 75% of total Board/committee meetings; all directors attended the prior annual meeting. In FY2023, one director attended less than 75% (not identified) .
- Nomination criteria: Emphasis on financial/regulatory/business experience, independence, integrity, and time commitment .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| 2023 | $48,000 | $2,600 | $72,610 |
| 2024 | $48,000 | $2,600 | $72,720 |
Notes:
- Director fee table does not itemize separate chair fees or meeting fees for Guthrie; cash fees reflect aggregate retainer/committee service .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value per Share | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|---|
| Restricted Stock Award (RSA) | Feb 16, 2023 | 1,000 | $22.01 | 5-year ratable vesting; first 20% on Feb 16, 2024 | None disclosed for directors (time-based vesting) |
| Restricted Stock Award (RSA) | Feb 16, 2024 | 1,000 | $22.12 | 5-year ratable vesting; first 20% on Feb 16, 2025 | None disclosed for directors (time-based vesting) |
Additional plan provisions (applicable to equity awards):
- Clawback: Awards subject to company clawback policy (Dodd-Frank Section 954) .
- Hedging/pledging and trading policy restrictions apply to awards .
- 2024 Equity Incentive Plan caps non-employee director equity grant fair value at $200,000 per calendar year; awards primarily RSAs/RSUs, with performance-conditioned vesting at Compensation Committee discretion (future grants) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed among public companies | — | — | Proxies list current occupation and community roles; no other public boards specified |
Expertise & Qualifications
- CPA since 1982; President of an accounting firm; deep accounting and corporate management expertise .
- Board-designated Audit Committee Financial Expert; long-serving audit chair .
- Community engagement in the Bank’s market area, potentially aiding market insight and relationships .
Equity Ownership
| Date | Shares Beneficially Owned | % Outstanding | Breakdown | Pledged |
|---|---|---|---|---|
| Mar 25, 2024 | 27,688 | <1% | Includes 48 shares via corporation/LP and 6,853 via retirement account | None |
| Mar 28, 2025 | 25,610 | <1% | Includes 48 shares via corporation/LP and 6,853 via retirement account | None |
| Dec 31, 2024 (awards) | Unvested RSAs: 1,000 | — | Director-level outstanding stock awards | — |
- Options: Guthrie had no option awards in 2023 or 2024 (blank entries in director comp table; only Burchianti held options) .
Governance Assessment
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Strengths:
- Long tenure with deep financial expertise; Audit Committee Financial Expert and Chair — strong oversight of reporting and controls .
- Vice Chairman role signals influence in board deliberations without being management; independence affirmed under Nasdaq rules .
- Ownership alignment via ongoing restricted stock awards and personal shareholdings; no pledging .
- Attendance threshold met at Board level in 2024 (≥75%) .
-
Watch items / RED FLAGS:
- Director/related-party loans: Board disclosed loans/lines of credit to certain directors (including Guthrie or related entities) with normal terms; independence deemed intact, but this is a recurring related-party exposure in banking and warrants monitoring of credit terms and approvals .
- Section 16 reporting: 2023 proxy noted inadvertent late Form 4 filings by multiple insiders for Feb 16, 2023 equity grants (including Guthrie); 2024 compliance later affirmed in 2025 proxy — minor compliance lapse nonetheless notable .
- No Lead Independent Director, which can dilute independent agenda-setting; however, Guthrie serves as Vice Chair, partially mitigating this gap .
- Board diversity objective: Company reported only one female director in context of Nasdaq Board Diversity Rule (board-level issue, not specific to Guthrie) .
Overall, Guthrie’s audit leadership and CPA credentials reinforce board effectiveness in financial oversight. Monitoring should focus on any evolving related-party lending relationships and continued timeliness of insider reporting to sustain investor confidence .