John LaCarte
About John J. LaCarte
John J. LaCarte (age 58) is an independent director of CB Financial Services, Inc. with an MBA from the University of Rochester; he is President of LaCarte Enterprises, Inc., a holding company spanning Model Dry Cleaners, Model Uniforms, Model Apparel, Stoney’s Brewing Company, and LaCarte Development Company. He served as a director of FedFirst Financial Corporation starting in 1998 and as Chairman from 2004, guiding acquisitions, two public offerings, and FedFirst’s merger into CB Financial in 2014; he continues as a director with a current term ending in 2026. As of March 28, 2025, he beneficially owned 139,503 shares (2.7% of outstanding), with no pledged shares disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedFirst Financial Corporation | Director | 1998–2014 | Oversaw board-level strategy leading to acquisition of insurance agency, two public stock offerings, and 2014 merger with CB Financial |
| FedFirst Financial Corporation | Chairman of the Board | 2004–2014 | Led governance through merger integration with CB Financial |
| LaCarte Enterprises, Inc. | President | Not disclosed | Operates multi-state businesses (Model Dry Cleaners, Model Uniforms, Model Apparel, Stoney’s Brewing) |
| LaCarte Development Company | President | Not disclosed | Commercial property development/ownership in Western PA and NE Ohio |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various non-profit boards and foundations | Board member | Not disclosed | Active volunteer in local community |
| Other public company boards | — | — | No other public company directorships disclosed in proxy |
Board Governance
| Committee | Role | Meetings in FY2024 |
|---|---|---|
| Compensation Committee | Chairman | 4 |
| Audit Committee | Member | 8 |
| Nominating/Corporate Governance Committee | Member | 2 |
- Independence: The board determined LaCarte is independent under NASDAQ rules; it considered loans/lines of credit to LaCarte or related entities and concluded they did not impair independent judgment.
- Board attendance: The board met 13 times in FY2024; no director attended less than 75% of board and applicable committee meetings; all directors attended the prior annual meeting.
- Board leadership: Chairman (Mark E. Fox) and Vice Chairman (Charles R. Guthrie, CPA); no Lead Independent Director designated.
- Compensation Committee practices: No compensation consultant engaged in 2024.
Fixed Compensation (Director)
| Year | Cash Fees | Stock Awards (grant-date fair value) | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $37,800 | $22,120 (1,000 restricted shares; $22.12 per share; 20% vests 2/16/2025; 5-year vest) | — | $2,600 | $62,520 |
- Restricted stock awards issued under the 2021 Equity Incentive Plan; directors had 1,000 outstanding stock awards as of 12/31/2024; vest over 5 years with first 20% on 2/16/2025.
Performance Compensation (Committee Oversight Context)
Directors do not have performance-based pay; equity grants are time-based. As Compensation Committee Chair, LaCarte oversees executive incentive design. 2024 NEO incentive metrics were:
| Metric | Weight | Notes |
|---|---|---|
| Pre-tax income | 55% | Corporate Scorecard thresholds set by Compensation Committee |
| Nonperforming assets ratio | 15% | Risk/asset quality alignment |
| Deposit growth | 15% | Franchise funding strength |
| Loan growth | 15% | Balanced growth focus |
- Target incentive opportunities: CEO 45% of salary; other NEOs 25–35%; payouts made in cash and restricted stock (CEO 50/50; others 60–70% cash, 30–40% equity).
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| FedFirst Financial Corporation | Chairman/Director | Prior public company; merged into CBFV in 2014 |
- Shared relationships: The bank maintains loans and lines with certain directors and related entities (aggregate $18.3 million outstanding as of 12/31/2024), including LaCarte/related entities; made at market terms per regulation with disinterested board approvals above thresholds.
Expertise & Qualifications
- MBA (University of Rochester); broad entrepreneurial and governance experience across multi-state operating businesses and real estate development.
- Strategic M&A leadership (FedFirst pre-2014 merger).
Equity Ownership
| As of Date | Direct Shares | Indirect Shares (Corporation) | Indirect Shares (Family Trust) | Total Beneficial | % Outstanding | Pledged? |
|---|---|---|---|---|---|---|
| 2025-03-28 | Not separately disclosed | 85,000 | 7,700 | 139,503 | 2.7% | None pledged |
| 2025-07-30 (post-Form 4) | 46,170 | 85,000 | 7,700 | ~138,870 | — | Not disclosed in Form 4 |
Insider Trades (Recent)
| Trade Date | Type | Shares | Price | Owned After (Direct) | Notes |
|---|---|---|---|---|---|
| 2025-07-30 | Option exercise (M) and open market sales (S) | +685 exercised; net sales across multiple lines: 105, 232, 37, 52, 6, 201 | $30.75 (exercise); $33.20–$33.50 (sales) | 46,170 | Options exercised at $30.75; subsequent sales reported; indirect holdings noted: 85,000 by corporation, 7,700 by trust |
| 2024-12-09 | Sale (S) | 712 | $33.50 | 132,503 (pre-adjustment in later amendment) | Corresponding Form 4 and Form 4/A filings; Form 144 filed same day |
Governance Assessment
-
Strengths
- Independent status affirmed despite director-related credit relationships; board judgment and regulatory compliance noted.
- Active committee leadership (Compensation Chair) with clear oversight of pay-for-performance metrics and equity award governance; no compensation consultant engaged in 2024 (cost discipline).
- Robust ownership alignment: substantial beneficial ownership (2.7%), including long-term indirect stakes; no pledging.
- Attendance and engagement: ≥75% attendance at board/committee meetings and full director attendance at the annual meeting; signals engagement.
-
Potential RED FLAGS / Watch items
- Related-party credit exposure: bank loans to directors/related parties ($18.3 million outstanding) can pose perceived conflicts; continue monitoring terms/approvals and any changes.
- Periodic insider sales (Dec 2024; July 2025 after option exercise); not inherently negative but worth monitoring for patterns around sensitive windows.
- No Lead Independent Director designated; depending on evolving governance norms, investors may prefer designated independent leadership.
Overall, LaCarte’s deep operating experience, meaningful equity stake, and Compensation Committee leadership support board effectiveness and alignment; maintaining transparency on director-related credit and continued adherence to trading policies will be important for investor confidence.