David Pollock
About David F. Pollock
Independent director of CB Financial Services, Inc. since 2006; age 70 as of December 31, 2024. Practicing attorney for over 43 years; Managing Partner at Pollock Morris Belletti & Simms, LLC and since 2008 Managing Partner at P&S Development, LLC (real estate). Brings legal and real estate development expertise within the Bank’s market area; the Board explicitly recognizes his legal knowledge and regional development experience as contributing to Board depth . The Board classifies him as independent under Nasdaq rules, having reviewed his and other directors’ loan and deposit relationships and determining they did not impair independent judgment .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Pollock Morris Belletti & Simms, LLC | Managing Partner; practicing attorney | 43+ years as of 2024 | Legal expertise leveraged by Board |
| P&S Development, LLC | Managing Partner | Since 2008 | Real estate development expertise in market area |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Pollock Morris Belletti & Simms, LLC | Managing Partner | No disclosure of public listing | Private law firm |
| P&S Development, LLC | Managing Partner | No disclosure of public listing | Private real estate development company |
No other public company directorships disclosed for Mr. Pollock .
Board Governance
- Independence: Independent director under Nasdaq listing standards; Board reviewed director loans/deposits for Pollock and others and concluded independence .
- Committee assignments and roles (FY2024):
- Compensation Committee: Member
- Nominating/Corporate Governance Committee: Vice Chairman
- Board leadership: No Lead Independent Director (Chairman is Mark E. Fox; Vice Chairman Charles R. Guthrie, CPA) .
- Meetings and attendance (FY2024):
- Board meetings held: 13; no director attended less than 75% of Board/committee meetings .
- Committee meetings held: Audit 8; Compensation 4; Nominating/Corporate Governance 2 .
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent; loans/deposits relationships reviewed and deemed non-impairing |
| Committees | Compensation (Member); Nominating/Corporate Governance (Vice Chairman) |
| Lead Independent Director | Not designated |
| Board Meetings Held (2024) | 13 |
| Attendance Threshold | No director <75% in 2024 |
| Committee Meetings Held (2024) | Audit 8; Compensation 4; Nominating 2 |
| Annual Meeting Attendance | All directors attended prior year’s annual meeting |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $34,800 | $34,800 |
| Stock Awards (Grant-Date Fair Value, USD) | $22,010 | $22,120 |
| Option Awards (USD) | $— | $— |
| All Other Compensation (USD) | $2,600 | $2,600 |
| Total (USD) | $59,410 | $59,520 |
Director equity award program details:
- 2024 director restricted stock: 1,000 shares granted under 2021 Equity Incentive Plan; grant-date price $22.12; vests over 5 years with 20% vesting on February 16, 2025 .
- Future equity framework: 2024 Equity Incentive Plan approved; Share limit 287,500; non-employee director annual grant cap $200,000; dividends on restricted stock paid at vesting; clawback and hedging/pledging policy coverage . As of December 31, 2024, 287,500 shares available for award; no further grants under 2021 plan going forward .
Performance Compensation
- No director-specific performance-based metrics disclosed; Pollock’s 2024 director equity consisted of time-based restricted stock (5-year vesting) under the 2021 plan .
- 2024 Equity Incentive Plan enables performance-conditioned awards generally, with committee discretion and clawback; however, no performance metrics or PSUs specific to non-employee directors for 2024 were disclosed .
No performance metric table for director compensation; not disclosed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed |
Expertise & Qualifications
- Legal expertise: Managing Partner at a regional law firm; extensive legal practice .
- Real estate development: Managing Partner at P&S Development, LLC; adds local market development knowledge .
- Board contribution: Legal and development experience cited as beneficial to Board depth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David F. Pollock | 50,545 | Less than 1% | No pledging of shares by named individuals |
| Shares Outstanding (record date) | 5,102,189 | — | Record date March 28, 2025 |
| Unvested Director RS as of 12/31/2024 | 1,000 shares per director (including Pollock) | — | Time-based vesting; first 20% on 2/16/2025 |
Hedging/pledging restrictions apply to awards under the 2024 Equity Incentive Plan; no individual pledging by named directors disclosed .
Compensation Structure Analysis
- Mix stability: Pollock’s cash fees held steady at $34,800; equity grant fair value increased marginally ($22,010 → $22,120) due to grant pricing; no options awarded in 2023–2024 .
- Director equity design: 2024 director grants were time-based RS under the 2021 plan; new 2024 plan caps non-employee director equity at $200,000 and introduces clawbacks and potential performance conditioning for future awards .
- Consultant usage: Compensation Committee did not engage a consultant in 2024; Meridian engaged for 2024 Equity Incentive Plan design in 2023 for plan structure .
Related-Party Transactions & Conflicts
- Director/officer loans: Aggregate outstanding balance to directors/executives/related parties was $18.3 million at 12/31/2024; loans made on market terms, within regulatory limits .
- Independence review: Board considered loans/lines to Pollock (among others) and affirmed independence; such relationships did not interfere with independent judgment .
- Other transactions: No related-party transactions >$120,000 since January 1, 2024 disclosed .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting Results:
- Say-on-Pay: For 2,306,207; Against 245,547; Abstain 100,102; Broker non-votes 1,307,068 .
- 2024 Equity Incentive Plan: For 2,325,784; Against 237,887; Abstain 88,185; Broker non-votes 1,307,068 .
- Auditor ratification: For 3,781,808; Against 54,828; Abstain 122,288 .
Risk Indicators & RED FLAGS
- Section 16 filing timeliness: In 2023, multiple directors—explicitly including David F. Pollock—were late on Form 4 filings for February 16, 2023 equity grants; also late Form 4s for certain executives’ tax-cover sales; the company attributed to inadvertent delays .
- Loans to directors: Existence of director/related-party loans (including Pollock per independence review) is permitted under banking regulations but represents potential conflict exposure; Board determined independence remained intact .
- Lead independent director: None designated, limiting a formalized independent leadership counterbalance .
- Board diversity compliance context: As of 2024, company disclosed one female director while Nasdaq’s smaller reporting company target is two by August 6, 2025; disclosure provides “comply or explain” framework rather than Pollock-specific risk .
Governance Assessment
- Strengths: Long-tenured independent director with legal and regional development expertise; active committee roles (Nominating Vice Chair, Compensation Member); consistent attendance at or above 75%; meaningful personal share ownership (50,545 shares); no pledging; shareholder support for equity plan and say-on-pay in 2024 .
- Watch items: Related-party borrowing exposure typical of community banks requires ongoing monitoring; 2023 Section 16 timeliness lapse indicates process rigor opportunities; absence of a Lead Independent Director reduces formal independent oversight signaling .
- Compensation alignment: Director pay is modest and predominantly cash plus time-based RS; no performance-conditioned director equity disclosed for 2024; future awards under 2024 EIP may include performance conditions and are subject to clawbacks/anti-hedging/pledging, which is shareholder-friendly .