John Swiatek
About John M. Swiatek
Independent director with deep operating and marketing experience; age 67 as of December 31, 2024. Served on the FedFirst Financial board since 2010 and continues as a director of CB Financial Services following the combination, with current term ending in 2027 . Founder of JMS Advisors (2011), prior roles in sports/entertainment consulting, and co‑founder/Managing Partner of the Washington Wild Things (2001–2009), providing finance, management, and marketing expertise with strong familiarity with CB Financial’s markets in greater Pittsburgh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Wild Things (minor league baseball) | Co‑founder; President & Managing Partner | 2001–2009 | Built and led operating franchise; marketing and community engagement |
| GSP Consulting Corporation | Director, Sports, Entertainment & Marketing | Prior to 2011 | Led sector practice; strategy and business development |
| The Innovation Group | Managing Director, Innovation Sports & Entertainment | Around 2011 | Practice leadership; advisory in entertainment verticals |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JMS Advisors, LLC | Founder | 2011–Present | Business development, strategic consulting, marketing/PR practice |
Board Governance
- Independence: Board classifies Swiatek as independent under Nasdaq rules; only CEO John Montgomery and former employee Ralph Burchianti are non‑independent .
- Lead Independent Director: None designated; Chairman is Mark E. Fox; Vice Chairman is Charles R. Guthrie .
- Attendance: Board met 13 times in FY 2024; no director <75% attendance; all directors attended last year’s annual meeting. In FY 2023, Board met 18 times; one director <75% attendance (not named) .
Committee assignments and meeting cadence:
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Audit | Vice Chairman | 8 |
| Compensation | Vice Chairman | 4 |
| Nominating/Corporate Governance | Chairman | 2 |
Committee context:
- Audit: Oversees financial reporting, internal controls, internal audit, and auditor independence; Guthrie designated audit committee financial expert .
- Compensation: Sets exec pay, reviews pay components, administers equity plan; no compensation consultant engaged in 2024; Meridian advised on 2024 Equity Plan design in 2023 (~$24k) .
- Nominating/Corporate Governance: Leads director nominations, governance policies, Board performance review; minimum qualifications and process described in proxy .
Fixed Compensation
Director fees (cash and equity) for John M. Swiatek:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 34,800 | 34,800 |
| Stock Awards ($, grant‑date fair value) | 22,010 | 22,120 |
| All Other Compensation ($) | 2,600 | 2,600 |
| Total ($) | 59,410 | 59,520 |
Notes:
- Director equity awards were granted under the 2021 Equity Incentive Plan; non‑employee director annual equity under the 2024 Equity Incentive Plan is capped at $200,000 grant‑date fair value .
Performance Compensation
- Structure: Non‑employee director equity is time‑vested restricted stock; performance‑conditioned director awards are permitted under the 2024 plan but not disclosed for Swiatek’s grants .
- Dividends: Cash dividends on RSAs are paid only after vesting; if awards do not vest, dividends are forfeited .
Director equity grant details:
| Grant | Type | Shares | Grant Date | Grant‑Date Price/Fair Value | Vesting Schedule |
|---|---|---|---|---|---|
| 2023 annual grant | Restricted Stock Award | 1,000 | Feb 16, 2023 | $22.01 per share; $22,010 total | 5‑year ratable; 20% first vest on Feb 16, 2024 |
| 2024 annual grant | Restricted Stock Award | 1,000 | Feb 16, 2024 | $22.12 per share; $22,120 total | 5‑year ratable; 20% first vest on Feb 16, 2025 |
Change‑in‑control, clawbacks, and trading policies (plan‑level):
- Double‑trigger vesting: Unvested service‑based awards vest on involuntary termination for good reason/without cause following a change‑in‑control; performance awards vest at higher of actual achieved or pro‑rata at target; non‑assumed awards vest at closing .
- Clawbacks: Awards subject to company clawback policy (Dodd‑Frank §954 and otherwise); insider‑trading and hedging/pledging restrictions apply to awards .
Other Directorships & Interlocks
- Public company boards: None disclosed for Swiatek .
- Related party exposure: Board reviewed certain director loans/relationships and deemed independence intact; listed directors with loans do not include Swiatek. No related‑party transactions >$120,000 since Jan 1, 2024 .
Expertise & Qualifications
- Finance, management, marketing expertise; strong familiarity with CB Financial’s market footprint (Washington County and greater Pittsburgh) .
- Board qualifications emphasized by Nominating/CG criteria: integrity, time commitment, independence, financial acumen, local market ties .
Equity Ownership
| Metric | As of Mar 28, 2025 |
|---|---|
| Total beneficial ownership (shares) | 25,343 |
| Ownership (%) of outstanding shares | <1% (outstanding 5,102,189) |
| Retirement account shares included | 6,334 |
| Shares pledged as collateral | None; no pledges disclosed |
| Outstanding director stock awards | 1,000 RSAs (time‑vested) |
Governance Assessment
- Strengths: Independent director; chairs Nominating/Corporate Governance and vice‑chairs both Audit and Compensation, indicating high engagement in board effectiveness and oversight . Strong attendance culture (2024) and annual meeting participation; no pledging of shares; no material related‑party transactions; robust plan‑level protections (double‑trigger vesting, clawbacks, hedging/pledging policy) support alignment and governance hygiene .
- Alignment: Meaningful personal share ownership with additional time‑vested RSAs; director cash/equity mix steady year‑over‑year; non‑employee director equity capped under 2024 plan .
- Watch items / RED FLAGS:
- Section 16 filing timeliness: Company disclosed late Form 4 filings for Feb 16, 2023 equity grants affecting multiple directors including Swiatek (administrative compliance lapse) .
- Board leadership: No designated Lead Independent Director, which may be viewed as a governance gap by some investors despite independent chair/vice chair roles .
- Insider lending context: Bank maintains director/officer loan portfolio ($18.3m outstanding at year‑end 2024) on market terms; while common for community banks, continued oversight is warranted; Swiatek not listed among directors with loans considered for independence .
Overall, Swiatek’s committee leadership across Audit, Compensation, and Nominating/Corporate Governance and independent status support board effectiveness, with minor administrative compliance clean‑up noted in 2023.