Jennifer George
About Jennifer George
Jennifer L. George, age 52, is Senior Executive Vice President and Chief Operating Officer of Community Bank, a subsidiary of CB Financial Services, Inc., and has served in this role since May 2019 following the FedFirst merger in October 2014; prior roles included Senior Vice President of Retail, Human Resources and Compliance, and earlier Senior Vice President and Chief Risk Officer and Vice President of Bank Operations at First Federal Savings Bank . Company performance during the most recent years shows TSR increasing from 133.58 to 162.42 (2023 to 2024) while net income declined from $22.55 million to $12.59 million (2023 to 2024), framing the pay-versus-performance backdrop for all NEOs including Ms. George . Education was not disclosed in the proxy statements reviewed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Bank (CBFV) | Executive Vice President & Chief Operations Officer | May 2019 – Sep 2021 | Post-FedFirst merger integration; oversight of bank operations |
| Community Bank (CBFV) | Senior Executive Vice President & Chief Operations Officer | Oct 2021 – Present | Elevated responsibilities across operations and compliance; COO leadership |
| First Federal Savings Bank (pre-merger FedFirst) | SVP & Chief Risk Officer; VP of Bank Operations | Pre-2014 – Oct 2014 | Risk management and operations leadership prior to FedFirst merger |
External Roles
No external public-company directorships or committee roles were disclosed in the proxy statements reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $243,361 | $252,253 | $259,264 |
| Target Bonus (% of Salary) | 35% (other NEOs) | 35% (other NEOs) | 25–35% (other NEOs) |
Multi-year compensation detail:
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $243,361 | $252,253 | $259,264 |
| Non-Equity Incentive Plan (actual bonus paid) | $30,507 | $47,739 | $47,775 |
| Stock Awards (grant-date fair value) | $28,875 | $19,809 | $23,890 |
| Option Awards (grant-date fair value) | $21,890 | $13,936 | $23,977 |
| All Other Compensation | $30,479 | $19,745 | $20,677 |
| Total | $355,112 | $353,482 | $375,583 |
Performance Compensation
Annual incentive design and outcomes:
- Bonus framework: Weighted scorecard with Threshold/Target/Superior; for 2024 metrics were pre-tax income (55%), nonperforming assets ratio (15%), deposit growth (15%), loan growth (15%); target opportunities 25–35% of salary for other NEOs; payouts delivered 60–70% cash and 30–40% equity (restricted stock awards) . In 2023, target was 35% for other NEOs with payouts 50% cash and 50% equity (25% RSAs and 25% options) .
- Ms. George’s actual incentive paid (non-equity): $47,775 for 2024; $47,739 for 2023 .
Scorecard metrics and weights:
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Pre-tax income | 55% | Not disclosed | Not disclosed | Non-equity bonus totaled $47,775 | RSA portion per plan; vest schedules below |
| 2024 | Nonperforming assets ratio | 15% | Not disclosed | Not disclosed | Included in total payout | RSA vesting below |
| 2024 | Deposit growth | 15% | Not disclosed | Not disclosed | Included in total payout | RSA vesting below |
| 2024 | Loan growth | 15% | Not disclosed | Not disclosed | Included in total payout | RSA vesting below |
| 2023 | Pre-tax income | 50% | Not disclosed | Not disclosed | Non-equity bonus totaled $47,739 | RSAs/options per plan |
| 2023 | Nonperforming assets ratio | 15% | Not disclosed | Not disclosed | Included in total payout | RSAs/options per plan |
| 2023 | Deposit growth | 15% | Not disclosed | Not disclosed | Included in total payout | RSAs/options per plan |
| 2023 | Loan growth | 20% | Not disclosed | Not disclosed | Included in total payout | RSAs/options per plan |
Pay-versus-performance context (Company-wide):
| Year | Value of Initial $100 Investment (TSR) | Net Income ($) |
|---|---|---|
| 2023 | $133.58 | $22,550,000 |
| 2024 | $162.42 | $12,594,000 |
Equity Ownership & Alignment
Ownership snapshot (as of March 28, 2025):
- Beneficial ownership: 29,050 shares; less than 1% of shares outstanding; includes 3,047 shares through a retirement account; none of the named individuals have pledged shares .
| Item | Detail |
|---|---|
| Shares beneficially owned | 29,050; includes 3,047 via retirement account; no pledging |
| Shares outstanding (basis) | 5,102,189 shares outstanding and entitled to vote |
| Section 16 compliance | All insiders complied with reporting requirements in 2024 |
Outstanding equity awards (as of Dec 31, 2024):
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Footnote |
|---|---|---|---|---|---|
| Stock options | 7,500 | — | $22.25 | 12/16/2025 | — |
| Stock options | 2,110 | — | $26.45 | 12/16/2026 | — |
| Stock options | 1,690 | — | $30.75 | 12/15/2027 | — |
| Stock options | 1,760 | 2,640 | $26.25 | 2/16/2032 | Vest over five equal installments commencing 2/16/2023 |
| Stock options | 620 | 2,480 | $22.01 | 2/16/2033 | Vest over five equal installments commencing 2/16/2024 |
| Stock options | — | 4,980 | $22.12 | 2/16/2034 | Vest over five equal installments commencing 2/16/2025 |
| Total options | 13,680 | 10,100 | — | — | — |
| Unvested RSAs | 400 | — | — | — | Vest over five equal installments commencing 12/14/2021 |
| Unvested RSAs | 660 | — | — | — | Commencing 2/16/2023 |
| Unvested RSAs | 720 | — | — | — | Commencing 2/16/2024 |
| Unvested RSAs | 1,080 | — | — | — | Commencing 2/16/2025 |
| Total unvested RSAs | 2,860 | — | — | — | Market values disclosed at $28.58 per share |
Equity award grant dates and fair value basis:
- Grant-date prices used for 2024 and 2023 awards: $22.12 (Feb 16, 2024) and $22.01 (Feb 16, 2023); 2022 awards used $26.25 (Feb 16, 2022) .
Ownership guidelines and hedging/pledging:
- No pledging by named individuals; specific stock ownership multiples or hedging prohibitions were not disclosed; equity award timing policies avoid grants during closed trading windows and within four business days preceding filings disclosing MNPI .
Employment Terms
| Term | Ms. George |
|---|---|
| Agreement term | Current term expires April 30, 2027; auto-extends annually each May 1, keeping a 36-month remaining term subject to annual performance review and board approval |
| Base salary (agreement) | $259,264 per year under current agreement |
| Bonus eligibility | Eligible for bonus programs available to management employees |
| Severance (no CIC) | Base salary continuation for the greater of 12 months or the remaining contract term; continued life, medical, dental benefits until earlier of term end or receipt of similar benefits from a new employer |
| Severance (post-CIC) | Three times highest annual base salary over current or prior three years, payable in equal installments; continued life, medical, dental benefits for up to three years or until similar benefits obtained elsewhere |
| Non-compete / non-solicit | One-year covenants after any termination (except following a change in control) |
| Expense reimbursement | Reimbursed for reasonable business expenses |
Compensation Structure Analysis
- Mix shift away from options: In 2024, NEO bonuses were delivered 60–70% cash and 30–40% restricted stock versus 2023, when NEOs received 50% cash and 50% equity with half in options—reducing option-linked risk and near-term dilution while preserving equity alignment via RSAs .
- Pay-for-performance alignment: The scorecard emphasizes profitability (pre-tax income 55% in 2024), asset quality (NPA ratio), and growth (deposits, loans), with peer benchmarking; Ms. George’s non-equity incentive payouts of ~$47.8k in both 2023 and 2024 reflect consistent performance against these metrics, although individual targets and actuals are not disclosed .
- Equity retentive features: Multiple tranches vesting over five years across RSAs and options through at least 2029 create ongoing retention hooks; 2025, 2026, 2027, 2028, and 2029 vesting cohorts could influence periodic liquidity needs and trading windows .
Investment Implications
- Alignment: Ms. George’s compensation is tied to tangible banking KPIs (profitability, asset quality, growth), with increased RSA use in 2024 bolstering long-term alignment; absence of pledging is a governance positive .
- Retention risk: The rolling 36-month employment term and multi-year vesting across RSAs and options reduce near-term flight risk; however, relatively modest share ownership (<1%) suggests alignment depends more on future equity awards than current skin-in-the-game .
- M&A/change-in-control economics: A broad “termination other than for cause” condition after a CIC triggers 3x base salary plus up to three years of benefits, implying material transaction costs and a generous double-trigger severance profile that could affect deal negotiations and post-merger integration planning .
- Trading signals: Upcoming vesting dates starting Feb 16 annually across several tranches may lead to periodic Form 4 activity; company policy avoids equity grants near MNPI events, but no explicit hedging disclosures were found—monitor Section 16 filings around vesting windows .
- Pay-versus-performance context: Company TSR improved while net income declined in 2024, indicating market confidence despite earnings pressure; sustained focus on pre-tax income and asset quality in incentives will be critical for future payouts and execution risk management .